10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 10-Q 

___________________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to            

Commission file number 1-4304

___________________________________

COMMERCIAL METALS COMPANY

(Exact Name of Registrant as Specified in Its Charter)

___________________________________ 

Delaware	75-0725338
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

6565 N. MacArthur Blvd.

Irving, Texas 75039

(Address of Principal Executive Offices) (Zip Code)

(214) 689-4300

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	CMC	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of June 24, 2020, 119,068,720 shares of the registrant's common stock, par value $0.01 per share, were outstanding.

COMMERCIAL METALS COMPANY AND SUBSIDIARIES

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION	3
Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Statements of Earnings - Three and nine months ended May 31, 2020 and 2019	3
Condensed Consolidated Statements of Comprehensive Income - Three and nine months ended May 31, 2020 and 2019	4
Condensed Consolidated Balance Sheets - May 31, 2020 and August 31, 2019	5
Condensed Consolidated Statements of Cash Flows - Nine months ended May 31, 2020 and 2019	6
Condensed Consolidated Statements of Stockholders' Equity - Three and nine months ended May 31, 2020 and 2019	7
Notes to Condensed Consolidated Financial Statements	9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	30
Item 4. Controls and Procedures	30
PART II — OTHER INFORMATION	31
Item 1. Legal Proceedings	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3. Defaults Upon Senior Securities	32
Item 4. Mine Safety Disclosures	32
Item 5. Other Information	32
Item 6. Exhibits	33
Signature	34

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands, except share data)	2020		2019		2020		2019
Net sales	$	1,341,683	$	1,605,872	$	4,067,354	$	4,285,997
Costs and expenses:
Cost of goods sold	1,116,353		1,364,242		3,385,963		3,735,168
Selling, general and administrative expenses	115,965		115,446		342,502		331,389
Interest expense	15,409		18,513		47,875		53,671
Asset impairments	5,983		15		6,513		15
	1,253,710		1,498,216		3,782,853		4,120,243
Earnings from continuing operations before income taxes	87,973		107,656		284,501		165,754
Income taxes	23,804		29,105		73,981		52,855
Earnings from continuing operations	64,169		78,551		210,520		112,899
Earnings (loss) from discontinued operations before income taxes	745		(190)		1,941		(808)
Income taxes (benefit)	180		(29)		581		109
Earnings (loss) from discontinued operations	565		(161)		1,360		(917)
Net earnings	$	64,734	$	78,390	$	211,880	$	111,982
Basic earnings per share*
Earnings from continuing operations	$	0.54	$	0.67	$	1.77	$	0.96
Earnings (loss) from discontinued operations	—		—		0.01		(0.01)
Net earnings	$	0.54	$	0.66	$	1.78	$	0.95
Diluted earnings per share*
Earnings from continuing operations	$	0.53	$	0.66	$	1.75	$	0.95
Earnings (loss) from discontinued operations	—		—		0.01		(0.01)
Net earnings	$	0.54	$	0.66	$	1.76	$	0.94
Average basic shares outstanding	119,192,962		118,045,362		118,828,870		117,762,945
Average diluted shares outstanding	120,278,741		119,145,566		120,277,737		119,013,014

See notes to condensed consolidated financial statements.

 _________________

*Earnings Per Share ("EPS") is calculated independently for each component and may not sum to Net EPS due to rounding.

3

COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2020		2019		2020		2019
Net earnings	$	64,734	$	78,390	$	211,880	$	111,982
Other comprehensive income, net of income taxes:
Foreign currency translation adjustment	(8,037)		(5,135)		(2,179)		(14,278)
Reclassification for translation gain realized upon liquidation of investment in foreign entity	2		19		—		856
Foreign currency translation adjustment	(8,035)		(5,116)		(2,179)		(13,422)
Net unrealized loss on derivatives:
Unrealized holding loss	(5,143)		(145)		(8,075)		(267)
Reclassification for loss included in net earnings	(81)		(71)		(253)		(154)
Net unrealized loss on derivatives	(5,224)		(216)		(8,328)		(421)
Defined benefit obligation:
Amortization of prior services	(8)		(6)		(24)		(21)
Reclassification for settlement losses	—		—		—		1,316
Defined benefit obligation	(8)		(6)		(24)		1,295
Other comprehensive loss	(13,267)		(5,338)		(10,531)		(12,548)
Comprehensive income	$	51,467	$	73,052	$	201,349	$	99,434

See notes to condensed consolidated financial statements.

4

COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share data)	May 31, 2020		August 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	462,110	$	192,461
Accounts receivable (less allowance for doubtful accounts of $8,661 and $8,403)	880,602		1,016,088
Inventories, net	644,887		692,368
Other current assets	157,390		179,088
Total current assets	2,144,989		2,080,005
Property, plant and equipment, net	1,513,469		1,500,971
Goodwill	64,126		64,138
Other noncurrent assets	232,303		113,657
Total assets	$	3,954,887	$	3,758,771
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	230,280	$	288,005
Accrued expenses and other payables	363,066		353,786
Acquired unfavorable contract backlog	16,726		35,360
Current maturities of long-term debt and short-term borrowings	17,271		17,439
Total current liabilities	627,343		694,590
Deferred income taxes	129,571		79,290
Other noncurrent liabilities	243,511		133,620
Long-term debt	1,153,800		1,227,214
Total liabilities	2,154,225		2,134,714
Commitments and contingencies (Note 13)
Stockholders' equity:
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 119,065,133 and 117,924,938 shares	1,290		1,290
Additional paid-in capital	356,846		358,668
Accumulated other comprehensive loss	(134,657)		(124,126)
Retained earnings	1,754,491		1,585,379
Less treasury stock 9,995,531 and 11,135,726 shares at cost	(177,520)		(197,350)
Stockholders' equity	1,800,450		1,623,861
Stockholders' equity attributable to noncontrolling interests	212		196
Total stockholders' equity	1,800,662		1,624,057
Total liabilities and stockholders' equity	$	3,954,887	$	3,758,771

See notes to condensed consolidated financial statements.

5

COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Nine Months Ended May 31,
(in thousands)	2020		2019
Cash flows from (used by) operating activities:
Net earnings	$	211,880	$	111,982
Adjustments to reconcile net earnings to cash flows from (used by) operating activities:
Depreciation and amortization	124,104		117,617
Deferred income taxes and other long-term taxes	47,761		36,367
Stock-based compensation	21,975		17,350
Amortization of acquired unfavorable contract backlog	(18,676)		(58,202)
Asset impairments	6,513		15
Net gain on disposals of subsidiaries, assets and other	(5,476)		(1,334)
Other	1,933		651
Changes in operating assets and liabilities	141,819		(75,422)
Beneficial interest in securitized accounts receivable	—		(367,521)
Net cash flows from (used by) operating activities	531,833		(218,497)
Cash flows from (used by) investing activities:
Capital expenditures	(134,092)		(91,753)
Proceeds from the sale of property, plant and equipment	14,091		2,503
Acquisitions, net of cash acquired	(9,850)		(700,941)
Proceeds from insurance, sale of discontinued operations and other	974		6,298
Beneficial interest in securitized accounts receivable	—		367,521
Net cash flows used by investing activities:	(128,877)		(416,372)
Cash flows from (used by) financing activities:
Proceeds from issuance of long-term debt	22,566		180,000
Repayments of long-term debt	(110,470)		(24,138)
Proceeds from accounts receivable programs	171,133		223,143
Repayments under accounts receivable programs	(171,285)		(209,363)
Dividends	(42,768)		(42,387)
Stock issued under incentive and purchase plans, net of forfeitures	(1,921)		(2,364)
Contribution from noncontrolling interests	16		10
Net cash flows from (used by) financing activities	(132,729)		124,901
Effect of exchange rate changes on cash	210		(341)
Increase (decrease) in cash, restricted cash and cash equivalents	270,437		(510,309)
Cash, restricted cash and cash equivalents at beginning of period	193,729		632,615
Cash, restricted cash and cash equivalents at end of period	$	464,166	$	122,306

See notes to condensed consolidated financial statements.

Supplemental information:	Nine Months Ended May 31,
(in thousands)	2020		2019
Cash paid for income taxes	$	29,566	$	6,852
Cash paid for interest	49,159		53,773
Noncash activities:
Liabilities related to additions of property, plant and equipment	31,881		37,602
Cash and cash equivalents	$	462,110	$	120,315
Restricted cash	2,056		1,991
Total cash, restricted cash and cash equivalents	$	464,166	$	122,306

6

COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
	Three Months Ended May 31, 2020
	Common Stock			Additional		Accumulated Other				Treasury Stock			Non-
(in thousands, except share data)	Number of Shares	Amount		Paid-In Capital		Comprehensive Loss		Retained Earnings		Number of Shares	Amount		controlling Interests		Total
Balance, February 29, 2020	129,060,664	$	1,290	$	351,481	$	(121,390)	$	1,704,045	(9,998,775)	$	(177,583)	$	212	$	1,758,055
Net earnings								64,734							64,734
Other comprehensive loss						(13,267)									(13,267)
Dividends ($0.12 per share)								(14,288)							(14,288)
Issuance of stock under incentive and purchase plans, net of forfeitures				479						3,244	63				542
Stock-based compensation				4,886											4,886
Contribution of noncontrolling interests													—		—
Balance, May 31, 2020	129,060,664	$	1,290	$	356,846	$	(134,657)	$	1,754,491	(9,995,531)	$	(177,520)	$	212	$	1,800,662
	Nine Months Ended May 31, 2020
	Common Stock			Additional		Accumulated Other				Treasury Stock			Non-
(in thousands, except share data)	Number of Shares	Amount		Paid-In Capital		Comprehensive Loss		Retained Earnings		Number of Shares	Amount		controlling Interests		Total
Balance, September 1, 2019	129,060,664	$	1,290	$	358,668	$	(124,126)	$	1,585,379	(11,135,726)	$	(197,350)	$	196	$	1,624,057
Net earnings								211,880							211,880
Other comprehensive loss						(10,531)									(10,531)
Dividends ($0.36 per share)								(42,768)							(42,768)
Issuance of stock under incentive and purchase plans, net of forfeitures				(21,751)						1,140,195	19,830				(1,921)
Stock-based compensation				19,929											19,929
Contribution of noncontrolling interests													16		16
Balance, May 31, 2020	129,060,664	$	1,290	$	356,846	$	(134,657)	$	1,754,491	(9,995,531)	$	(177,520)	$	212	$	1,800,662

7

	Three Months Ended May 31, 2019
	Common Stock			Additional		Accumulated Other				Treasury Stock			Non-
(in thousands, except share data)	Number of Shares	Amount		Paid-In Capital		Comprehensive Loss		Retained Earnings		Number of Shares	Amount		controlling Interests		Total
Balance, February 28, 2019	129,060,664	$	1,290	$	346,156	$	(100,887)	$	1,449,159	(11,139,594)	$	(197,418)	$	196	$	1,498,496
Net earnings								78,390							78,390
Other comprehensive loss						(5,338)									(5,338)
Dividends ($0.12 per share)								(14,206)							(14,206)
Issuance of stock under incentive and purchase plans, net of forfeitures				439						3,045	53				492
Stock-based compensation and other				6,286				75							6,361
Balance, May 31, 2019	129,060,664	$	1,290	$	352,881	$	(106,225)	$	1,513,418	(11,136,549)	$	(197,365)	$	196	$	1,564,195
	Nine Months Ended May 31, 2019
	Common Stock			Additional		Accumulated Other				Treasury Stock			Non-
(in thousands, except share data)	Number of Shares	Amount		Paid-In Capital		Comprehensive Loss		Retained Earnings		Number of Shares	Amount		controlling Interests		Total
Balance, September 1, 2018	129,060,664	$	1,290	$	352,674	$	(93,677)	$	1,446,495	(12,045,106)	$	(213,385)	$	186	$	1,493,583
Net earnings								111,982							111,982
Other comprehensive loss						(12,548)									(12,548)
Dividends ($0.36 per share)								(42,387)							(42,387)
Issuance of stock under incentive and purchase plans, net of forfeitures				(18,384)						908,557	16,020				(2,364)
Stock-based compensation and other				18,591				75							18,666
Contribution of noncontrolling interest													10		10
Adoption of ASC 606 adjustment								(2,747)							(2,747)
Balance, May 31, 2019	129,060,664	$	1,290	$	352,881	$	(106,225)	$	1,513,418	(11,136,549)	$	(197,365)	$	196	$	1,564,195

See notes to condensed consolidated financial statements.

8

COMMERCIAL METALS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") on a basis consistent with that used in the Annual Report on Form 10-K for the year ended August 31, 2019 ("2019 Form 10-K") filed by Commercial Metals Company ("CMC," and together with its consolidated subsidiaries, the "Company") with the Securities and Exchange Commission (the "SEC") and include all normal recurring adjustments necessary to present fairly the condensed consolidated balance sheets and the condensed consolidated statements of earnings, comprehensive income, cash flows and stockholders' equity for the periods indicated. These notes should be read in conjunction with the consolidated financial statements included in the 2019 Form 10-K. The results of operations for the three and nine month periods are not necessarily indicative of the results to be expected for the full fiscal year.

Recently Adopted Accounting Pronouncements

On September 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as amended, (“ASU 2016-02”), using the modified retrospective transition approach. ASU 2016-02 requires a lessee to recognize a right-of-use ("ROU") asset and a lease liability on its balance sheet for all leases with terms longer than twelve months. The Company’s financial statements for periods prior to September 1, 2019 were not modified for the application of this ASU. Upon adoption of ASU 2016-02, the Company recorded the following amounts associated with operating leases in its condensed consolidated balance sheet at September 1, 2019: $113.4 million of ROU assets in other noncurrent assets, $30.9 million of lease liabilities in accrued expenses and other payables and $84.9 million of lease liabilities in other noncurrent liabilities. There was no impact to the opening balance of retained earnings as a result of implementing ASU 2016-02. The Company elected the package of three practical expedients available under the ASU. Additionally, the Company implemented appropriate changes to internal processes and controls to support recognition, subsequent measurement and disclosures.

The Company's leases are primarily for office space, land and equipment. The Company determines if an arrangement is a lease at inception of a contract if the terms state the Company has the right to direct the use of and obtain substantially all the economic benefits from a specific asset identified in the contract. The ROU assets represent the Company's right to use the underlying assets for the lease term, and the lease liabilities represent the obligation to make lease payments arising from the leases. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments to be made over the lease term. Certain of the Company's lease agreements contain options to extend the lease. The Company evaluates these options on a lease-by-lease basis, and if the Company determines it is reasonably certain to be exercised, the lease term includes the extension. The Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments, and lease expense is recognized on a straight-line basis over the lease term. The incremental borrowing rate is the rate of interest the Company could borrow on a collateralized basis over a similar term with similar payments. The Company does not record leases with an initial term of twelve months or less (“short-term leases”) in its condensed consolidated balance sheets.

Certain of the Company's lease agreements include payments for certain variable costs not determinable upon lease commencement, including mileage, utilities, fuel and inflation adjustments. These variable lease payments are recognized in cost of goods sold and selling, general and administrative expenses, but are not included in the ROU asset or lease liability balances. The Company's lease agreements do not contain any material residual value guarantees, restrictions or covenants.

Recently Issued Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 eliminates certain exceptions to the general principles in Accounting Standards Codification 740 and also clarifies and amends existing guidance to improve consistent application. This standard is effective for annual periods beginning after December 15, 2020, including interim periods therein. The Company currently does not expect ASU 2019-12 to have a material effect on its consolidated financial statements; however, the Company will continue to evaluate the impact of this guidance.

9

NOTE 2. CHANGES IN BUSINESS

Fiscal 2020 Acquisition

On February 3, 2020, the Company's subsidiary CMC Poland Sp. z.o.o. ("CMCP") acquired P.P.U. Ecosteel Sp. z.o.o. ("Ecosteel"), a steel mesh producer located in Zawiercie, Poland. This acquisition complements CMCP's existing mesh production and increases sales to other markets in Europe. The operating results of this facility are included in the International Mill reporting segment.

Facility Closures

In May 2020, the Company idled a fabrication facility and recorded $4.8 million of expense related to ROU asset impairments and employee-related charges.

In October 2019, the Company closed the melting operations at its Rancho Cucamonga facility and recorded $7.2 million of expense related to severance, pension curtailment and vendor agreement terminations.

Fiscal 2019 Acquisition

On November 5, 2018 (the "Acquisition Date"), the Company completed the acquisition of 33 rebar fabrication facilities in the United States ("U.S."), as well as four electric arc furnace ("EAF") mini mills located in Knoxville, Tennessee; Jacksonville, Florida; Sayreville, New Jersey and Rancho Cucamonga, California from Gerdau S.A., hereinafter collectively referred to as the "Acquired Businesses." The total cash purchase price, including working capital adjustments, was $701.2 million, and was funded through a combination of domestic cash on-hand and borrowings under a term loan (the "Term Loan").

The purchase price paid was allocated between the acquired mills and fabrication facilities. The results of operations of the Acquired Businesses are reflected in the Company’s condensed consolidated financial statements from the Acquisition Date. The purchase price was allocated among assets acquired and liabilities assumed at fair value and was finalized on November 5, 2019.

Pro Forma Supplemental Information

Supplemental information on an unaudited pro forma basis is presented below as if the acquisition of the Acquired Businesses (the "Acquisition") occurred on September 1, 2017. The pro forma financial information is presented for comparative purposes only, based on significant estimates and assumptions, which the Company believes to be reasonable, but not necessarily indicative of future results of operations or the results that would have been reported if the Acquisition had been completed on September 1, 2017. These results were not used as part of management analysis of the financial results and performance of the Company or the Acquired Businesses. These results are adjusted, where possible, for transaction and integration-related costs.

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2019		2018		2019		2018
Pro forma net sales*	$	1,582,478	$	1,648,962	$	4,507,485	$	4,560,929
Pro forma net earnings**	63,018		49,402		88,987		40,311

_________________ 

*Pro forma net sales for the three and nine months ended May 31, 2018 includes estimated fair value adjustments related to amortization of unfavorable contract backlog. The impact of the amortization of unfavorable contract backlog has been removed from the pro forma net sales for the three and nine months ended May 31, 2019.

** Pro forma net earnings for the three and nine months ended May 31, 2018 reflects the impact of fair value adjustments related to the amortization of unfavorable contract backlog described above. Pro forma net earnings for the nine months ended May 31, 2018 includes estimated fair value adjustments related to inventory step-up, as well as non-recurring acquisition and integration costs of approximately $49.8 million.

10

NOTE 3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables reflect the changes in accumulated other comprehensive income (loss) ("AOCI"):

	Three Months Ended May 31, 2020
(in thousands)	Foreign Currency Translation		Unrealized Gain (Loss) on Derivatives		Defined Benefit Obligation		Total AOCI
Balance, February 29, 2020	$	(115,642)	$	(1,998)	$	(3,750)	$	(121,390)
Other comprehensive loss before reclassifications	(8,037)		(6,350)		(10)		(14,397)
Amounts reclassified from AOCI	2		(98)		—		(96)
Income taxes	—		1,224		2		1,226
Net other comprehensive loss	(8,035)		(5,224)		(8)		(13,267)
Balance, May 31, 2020	$	(123,677)	$	(7,222)	$	(3,758)	$	(134,657)
	Nine Months Ended May 31, 2020
(in thousands)	Foreign Currency Translation		Unrealized Gain (Loss) on Derivatives		Defined Benefit Obligation		Total AOCI
Balance, August 31, 2019	$	(121,498)	$	1,106	$	(3,734)	$	(124,126)
Other comprehensive loss before reclassifications	(2,179)		(9,969)		(34)		(12,182)
Amounts reclassified from AOCI	—		(312)		—		(312)
Income taxes	—		1,953		10		1,963
Net other comprehensive loss	(2,179)		(8,328)		(24)		(10,531)
Balance, May 31, 2020	$	(123,677)	$	(7,222)	$	(3,758)	$	(134,657)

	Three Months Ended May 31, 2019
(in thousands)	Foreign Currency Translation		Unrealized Gain (Loss) on Derivatives		Defined Benefit Obligation		Total AOCI
Balance, February 28, 2019	$	(100,943)	$	1,151	$	(1,095)	$	(100,887)
Other comprehensive loss before reclassifications	(5,135)		(86)		(6)		(5,227)
Amounts reclassified from AOCI	19		(181)		—		(162)
Income taxes	—		51		—		51
Net other comprehensive loss	(5,116)		(216)		(6)		(5,338)
Balance, May 31, 2019	$	(106,059)	$	935	$	(1,101)	$	(106,225)
	Nine Months Ended May 31, 2019
(in thousands)	Foreign Currency Translation		Unrealized Gain (Loss) on Derivatives		Defined Benefit Obligation		Total AOCI
Balance, August 31, 2018	$	(92,637)	$	1,356	$	(2,396)	$	(93,677)
Other comprehensive loss before reclassifications	(14,278)		(190)		(25)		(14,493)
Amounts reclassified from AOCI	856		(330)		1,666		2,192
Income taxes (benefit)	—		99		(346)		(247)
Net other comprehensive income (loss)	(13,422)		(421)		1,295		(12,548)
Balance, May 31, 2019	$	(106,059)	$	935	$	(1,101)	$	(106,225)

Items reclassified out of AOCI were immaterial for the three and nine months ended May 31, 2020 and 2019. Thus, the corresponding line items in the condensed consolidated statements of earnings to which the items were reclassified are not presented.

11

NOTE 4. REVENUE RECOGNITION

In the Americas Mills, Americas Recycling and International Mill segments, revenue is recognized at a point in time concurrent with the transfer of control, which usually occurs, depending on shipping terms, upon shipment or customer receipt.

In the Americas Fabrication segment, each contract represents a single performance obligation. Revenue is either recognized over time or equal to billing under an available practical expedient. For contracts where the Company provides fabricated product and installation services, revenue is recognized over time using an input method. For the three and nine months ended May 31, 2020, these contracts represented approximately 23% and 25%, respectively, of net sales in the Americas Fabrication segment. For these contracts, the measure of progress is based on contract costs incurred to date compared to total estimated contract costs, which provides a reasonable depiction of the Company’s progress towards satisfaction of the performance obligation as there is a direct relationship between costs incurred by the Company and the transfer of the fabricated product and installation services. Revenue from contracts where the Company does not provide installation services is recognized over time using an output method. For the three and nine months ended May 31, 2020, these contracts represented approximately 25% of net sales in the Americas Fabrication segment. For these contracts, the Company uses tons shipped compared to total estimated tons, which provides a reasonable depiction of the transfer of contract value to the customer, as there is a direct relationship between the units shipped by the Company and the transfer of the fabricated product. Significant judgment is required to evaluate total estimated costs used in the input method and total estimated tons in the output method. If estimated total consolidated costs on any contract are greater than the net contract revenues, the Company recognizes the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues, costs to complete or total planned quantity is recorded in the period in which such revisions are identified. The Company does not exercise significant judgment in determining the transaction price. For the three and nine months ended May 31, 2020, the remaining 52% and 50%, respectively, of net sales in the Americas Fabrication segment was recognized as amounts were billed to the customer.

Payment terms and conditions vary by contract type, although the Company generally requires customers to pay within 30 days of invoice date. The timing of revenue recognition for certain Americas Fabrication contracts, as described above, differs from the timing of invoicing to customers. The Company records an asset when revenue is recognized prior to invoicing and a liability when revenue is recognized after invoicing. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined the contracts do not include a significant financing component.

The following table provides information about assets and liabilities from contracts with customers.

(in thousands)	May 31, 2020		August 31, 2019
Contract assets (included in accounts receivable)	$	55,687	$	103,805
Contract liabilities (included in accrued expenses and other payables)	21,900		37,165

The entire contract liability as of August 31, 2019 was recognized in the nine months ended May 31, 2020.

Remaining Performance Obligations

As of May 31, 2020, $732.3 million has been allocated to remaining performance obligations in the Americas Fabrication segment, excluding those contracts where revenue is recognized equal to billing. Of this amount, the Company estimates the remaining performance obligations will be recognized as revenue after May 31, 2020 as follows: 40% in the first twelve months, 48% in the following twelve months, and 12% thereafter. The duration of contracts in the Americas Mills, Americas Recycling and International Mill segments are typically less than one year.

12

Disaggregation of Revenue

The following tables display revenue by reportable segment from external customers, disaggregated by major source. The Company believes disaggregating by these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

	Three Months Ended May 31, 2020
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Total
Steel products	$	204	$	420,169	$	494,519	$	165,626	$	—	$	1,080,518
Ferrous scrap	63,735		8,698		—		61		—		72,494
Nonferrous scrap	83,650		3,091		—		2,438		—		89,179
Construction materials	—		—		72,637		—		—		72,637
Other	432		19,320		626		5,340		1,137		26,855
Total	$	148,021	$	451,278	$	567,782	$	173,465	$	1,137	$	1,341,683
	Nine Months Ended May 31, 2020
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Total
Steel products	$	459	$	1,298,980	$	1,436,011	$	494,853	$	—	$	3,230,303
Ferrous scrap	188,077		26,320		1		432		—		214,830
Nonferrous scrap	309,730		9,981		—		6,680		—		326,391
Construction materials	—		—		206,225		—		—		206,225
Other	1,441		61,556		6,303		16,196		4,109		89,605
Total	$	499,707	$	1,396,837	$	1,648,540	$	518,161	$	4,109	$	4,067,354

	Three Months Ended May 31, 2019
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Total
Steel products	$	238	$	501,925	$	554,672	$	199,431	$	—	$	1,256,266
Ferrous scrap	106,404		8,916		2		525		—		115,847
Nonferrous scrap	121,581		4,080		—		3,212		—		128,873
Construction materials	—		—		71,228		—		—		71,228
Other	563		21,114		3,608		5,854		2,519		33,658
Total	$	228,786	$	536,035	$	629,510	$	209,022	$	2,519	$	1,605,872
	Nine Months Ended May 31, 2019
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Total
Steel products	$	679	$	1,294,217	$	1,392,442	$	584,735	$	—	$	3,272,073
Ferrous scrap	323,311		26,802		2		1,055		—		351,170
Nonferrous scrap	369,660		10,568		—		8,677		—		388,905
Construction materials	—		—		188,589		—		—		188,589
Other	1,205		50,914		9,713		16,173		7,255		85,260
Total	$	694,855	$	1,382,501	$	1,590,746	$	610,640	$	7,255	$	4,285,997

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NOTE 5. INVENTORIES, NET

The majority of the Company's inventories are in the form of semi-finished and finished goods. Under the Company’s business model, products are sold to external customers in various stages, from semi-finished billets through fabricated steel, leading these categories to be combined. As such, at May 31, 2020 and August 31, 2019, work in process inventories were immaterial. At May 31, 2020 and August 31, 2019, the Company's raw materials inventories were $120.1 million and $143.7 million, respectively.

NOTE 6. GOODWILL AND OTHER INTANGIBLES

Goodwill by reportable segment at May 31, 2020 is detailed in the following table:

(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Consolidated
Goodwill, gross*	$	9,543	$	4,970	$	57,428	$	2,371	$	74,312
Accumulated impairment losses*	(9,543)		—		(493)		(150)		(10,186)
Goodwill, net*	$	—	$	4,970	$	56,935	$	2,221	$	64,126

_________________ 

* The change in balance from August 31, 2019 was immaterial.

The total gross carrying amounts of the Company's intangible assets subject to amortization were $20.7 million and $20.8 million, and the total net carrying amounts were $11.7 million and $13.3 million at May 31, 2020 and August 31, 2019, respectively. These assets were included in other noncurrent assets on the Company's condensed consolidated balance sheets. Intangible amortization expense from continuing operations related to such intangible assets was $0.5 million and $0.6 million, and $1.6 million and $1.7 million, for the three and nine months ended May 31, 2020 and 2019, respectively. Excluding goodwill, the Company did not have any significant intangible assets with indefinite lives at May 31, 2020.

In connection with the Acquisition, the Company recorded an unfavorable contract backlog liability of $110.2 million. At May 31, 2020 and August 31, 2019, the net carrying amount of the liability was $16.7 million and $35.4 million, respectively. Amortization of the unfavorable contract backlog was $4.4 million and $18.7 million, and $23.4 million and $58.2 million, for the three and nine months ended May 31, 2020 and 2019, respectively, and was recorded as an increase to net sales in the Company’s condensed consolidated statements of earnings.

NOTE 7. LEASES

The following table presents the components of the total leased assets and lease liabilities and their classification in the Company's condensed consolidated balance sheet at May 31, 2020:

(in thousands)	Classification in Condensed Consolidated Balance Sheet	May 31, 2020
Assets:
Operating assets	Other noncurrent assets	$	120,931
Finance assets	Property, plant and equipment, net	43,477
Total leased assets		$	164,408
Liabilities:
Operating lease liabilities:
Current	Accrued expenses and other payables	$	28,291
Long-term	Other noncurrent liabilities	98,903
Total operating lease liabilities		127,194
Finance lease liabilities:
Current	Current maturities of long-term debt and short-term borrowings	12,668
Long-term	Long-term debt	30,837
Total finance lease liabilities		43,505
Total lease liabilities		$	170,699

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The components of lease cost were as follows:

(in thousands)	Three Months Ended May 31, 2020		Nine Months Ended May 31, 2020
Operating lease expense	$	9,129	$	26,734
Finance lease expense:
Amortization of assets	3,343		8,228
Interest on lease liabilities	456		1,322
Total finance lease expense	3,799		9,550
Variable and short term-lease expense	4,233		12,547
Total lease expense	$	17,161	$	48,831

The weighted-average remaining lease term and discount rate for operating and finance leases are presented in the following table:

	May 31, 2020
Weighted-average remaining lease term (years)
Operating leases	6.4
Finance leases	3.8
Weighted-average discount rate
Operating leases	4.178	%
Finance leases	4.180	%

Cash flow and other information related to leases is included in the following table:

(in thousands)	Nine Months Ended May 31, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases	$	27,003
Operating cash outflows from finance leases	1,243
Financing cash outflows from finance leases	9,607
ROU assets obtained in exchange for lease obligations:
Operating leases	38,363
Finance leases	16,277

Maturities of lease liabilities at May 31, 2020 are presented in the following table:

(in thousands)	Operating Leases		Finance Leases
Year 1	$	33,064	$	14,229
Year 2	27,822		12,103
Year 3	22,499		9,728
Year 4	17,549		7,632
Year 5	12,796		3,336
Thereafter	32,975		108
Total lease payments	146,705		47,136
Less: Imputed interest	19,511		3,631
Present value of lease liabilities	$	127,194	$	43,505

Future maturities of lease liabilities at August 31, 2019, prior to adoption of ASU 2016-02, are presented in the following table:

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			Twelve Months Ended August 31,
(in thousands)	Total		2020	2021	2022	2023	2024	Thereafter
Capital lease obligations	$	41,331	13,104	10,004	7,758	5,831	3,904	$	730
Long-term non-cancelable operating leases	$	124,817	34,511	27,383	22,074	17,433	10,478	$	12,938

NOTE 8. CREDIT ARRANGEMENTS

Long-term debt at May 31, 2020 and August 31, 2019 was as follows: 

(in thousands)	Weighted Average Interest Rate at May 31, 2020	May 31, 2020		August 31, 2019
2027 Notes	5.375%	$	300,000	$	300,000
2026 Notes	5.750%	350,000		350,000
2023 Notes	4.875%	330,000		330,000
Term Loan	3.113%	110,125		210,125
Poland credit facilities	1.989%	22,350		—
Short-term borrowings	1.900%	2,765		3,929
Other	5.100%	21,329		23,168
Finance leases		43,505		37,699
Total debt		1,180,074		1,254,921
Less debt issuance costs		9,003		10,268
Total amounts outstanding		1,171,071		1,244,653
Less current maturities		14,506		13,510
Less short-term borrowings		2,765		3,929
Current maturities of long-term debt and short-term borrowings		17,271		17,439
Long-term debt		$	1,153,800	$	1,227,214

The Company had no amounts drawn under the $350.0 million revolving credit facility (the "Revolver") at May 31, 2020 and August 31, 2019. The availability under the Revolver was reduced by outstanding stand-by letters of credit of $3.0 million at May 31, 2020 and August 31, 2019.

The Company also has credit facilities in Poland through its subsidiary CMCP. At May 31, 2020, CMCP's credit facilities totaled Polish zloty ("PLN") 275.0 million, or $68.6 million. These facilities expire in March 2022. At May 31, 2020, $22.4 million was outstanding under these facilities. No amounts were outstanding as of August 31, 2019. The available balance of these credit facilities was further reduced by outstanding stand-by letters of credit, guarantees, and/or other financial assurance instruments, which totaled $0.8 million and $1.1 million at May 31, 2020 and August 31, 2019, respectively.

The Company's debt agreements require the Company to comply with certain non-financial and financial covenants, including an interest coverage ratio and a debt to capitalization ratio. At May 31, 2020, the Company was in compliance with all covenants contained in its debt agreements.

Accounts Receivable Facilities

The Company had no advance payments outstanding under the U.S. accounts receivable facility at May 31, 2020 or August 31, 2019.

The Poland accounts receivable facility has a limit of PLN 220.0 million ($54.9 million at May 31, 2020). The Company had $2.8 million of advance payments outstanding under the Poland accounts receivable facility at May 31, 2020, and $3.9 million at August 31, 2019.

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NOTE 9. DERIVATIVES

The Company's global operations and product lines expose it to risks from fluctuations in metal commodity prices, foreign currency exchange rates, interest rates and natural gas, electricity and other energy prices. One objective of the Company's risk management program is to mitigate these risks using derivative instruments. The Company enters into (i) metal commodity futures and forward contracts to mitigate the risk of unanticipated changes in gross margin due to price volatility in these commodities, (ii) foreign currency forward contracts that match the expected settlements for purchases and sales denominated in foreign currencies and (iii) energy derivatives to mitigate the risk related to price volatility of electricity and natural gas.

At May 31, 2020, the notional values of the Company's foreign currency and commodity commitments were $80.6 million and $45.3 million, respectively. At August 31, 2019, the notional values of the Company's foreign currency and commodity contract commitments were $94.1 million and $42.6 million, respectively.

The following table provides information regarding the Company's commodity contract commitments at May 31, 2020:

Commodity	Long/Short	Total
Aluminum	Long	2,300	MT
Aluminum	Short	1,100	MT
Copper	Long	318	MT
Copper	Short	4,990	MT
Electricity	Long	2,000,000	MW(h)

_________________

MT = Metric Ton

MW(h) = Megawatt hour

The Company designates only those contracts which closely match the terms of the underlying transaction as hedges for accounting purposes. Certain foreign currency and commodity contracts were not designated as hedges for accounting purposes, although management believes they are essential economic hedges.

The following table summarizes activity related to the Company's derivative instruments not designated as hedging instruments recognized in the condensed consolidated statements of earnings. All other activity related to the Company's derivative instruments and hedged items was immaterial for the periods presented. 

		Three Months Ended May 31,				Nine Months Ended May 31,
Derivatives Not Designated as Hedging Instruments (in thousands)	Location	2020		2019		2020		2019
Commodity	Cost of goods sold	$	1,465	$	3,408	$	1,881	$	143
Foreign exchange	SG&A expenses	(890)		(72)		(870)		(472)
Gain (loss) before income taxes		$	575	$	3,336	$	1,011	$	(329)

NOTE 10. FAIR VALUE

The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities;

Level 2 - Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable, either directly or indirectly; and

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following tables summarize information regarding the Company's financial assets and financial liabilities that were measured at fair value on a recurring basis:

17

			Fair Value Measurements at Reporting Date Using
(in thousands)	May 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable  Inputs (Level 3)
Assets:
Investment deposit accounts (1)	$	344,307	$	344,307	$	—	$	—
Commodity derivative assets (2)	193		193		—		—
Foreign exchange derivative assets (2)	911		—		911		—
Liabilities:
Commodity derivative liabilities (2)	10,899		870		—		10,029
Foreign exchange derivative liabilities (2)	893		—		893		—

			Fair Value Measurements at Reporting Date Using
(in thousands)	August 31, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable  Inputs (Level 3)
Assets:
Investment deposit accounts (1)	$	66,240	$	66,240	$	—	$	—
Commodity derivative assets (2)	1,269		1,269		—		—
Foreign exchange derivative assets (2)	569		—		569		—
Liabilities:
Commodity derivative liabilities (2)	99		99		—		—
Foreign exchange derivative liabilities (2)	899		—		899		—

_________________ 

(1) Investment deposit accounts are short-term in nature, and the value is determined by principal plus interest. The investment portfolio mix can change each period based on the Company's assessment of investment options.

(2) Derivative assets and liabilities classified as Level 1 are commodity futures contracts valued based on quoted market prices in the London Metal Exchange or New York Mercantile Exchange. Amounts in Level 2 are based on broker quotes in the over-the-counter market. Fair value of Level 3 derivative liabilities is based on unobservable inputs in which there is little or no market data, which requires management’s own assumptions within an internally developed cash flow model. Further discussion regarding the Company's use of derivative instruments is included in Note 9, Derivatives.

There were no material non-recurring fair value remeasurements during the three and nine months ended May 31, 2020.

The carrying values of the Company's short-term items approximate fair value.

The carrying values and estimated fair values of the Company's financial assets and liabilities that are not required to be measured at fair value on the condensed consolidated balance sheets were as follows:

		May 31, 2020				August 31, 2019
(in thousands)	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
2027 Notes (1)	Level 2	$	300,000	$	300,495	$	300,000	$	303,810
2026 Notes (1)	Level 2	350,000		358,145		350,000		363,444
2023 Notes (1)	Level 2	330,000		334,970		330,000		342,098
Term Loan (2)	Level 2	110,125		110,125		210,125		210,125
Poland credit facilities (2)	Level 2	22,350		22,350		—		—
Short-term borrowings (2)	Level 2	2,765		2,765		3,929		3,929

_________________

(1) The fair value of the notes was determined based on indicated market values.

(2) The Term Loan, Poland credit facilities and short-term borrowings contain variable interest rates and carrying value approximates fair value.

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NOTE 11. STOCK-BASED COMPENSATION PLANS

The Company's stock-based compensation plans are described in Note 15, Stock-Based Compensation Plans, to the consolidated financial statements in the 2019 Form 10-K. In general, restricted stock units granted during 2020 vest ratably over a period of three years. Subject to the achievement of performance targets established by the Compensation Committee of CMC's Board of Directors, performance stock units granted during 2020 vest after a period of three years.

During the nine months ended May 31, 2020 and 2019, the Company granted the following awards under its stock-based compensation plans:

	May 31, 2020			May 31, 2019
(in thousands, except per share data)	Shares Granted	Weighted Average Grant Date Fair Value		Shares Granted	Weighted Average Grant Date Fair Value
Equity method	1,521	$	18.32	1,505	$	17.75
Liability method	426	N/A		374	N/A

During the three and nine months ended May 31, 2020 and 2019, the Company recorded immaterial mark-to-market adjustments on liability awards. At May 31, 2020, the Company had outstanding 781,508 equivalent shares accounted for under the liability method. The Company expects 742,433 equivalent shares to vest.

The following table summarizes total stock-based compensation expense, including fair value remeasurements, which was mainly included in selling, general and administrative expenses on the Company's condensed consolidated statements of earnings:

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2020		2019		2020		2019
Stock-based compensation expense	$	6,170	$	7,342	$	21,975	$	17,350

NOTE 12. STOCKHOLDERS' EQUITY AND EARNINGS PER SHARE

The calculations of basic and diluted earnings per share from continuing operations were as follows: 

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands, except share data)	2020		2019		2020		2019
Earnings from continuing operations	$	64,169	$	78,551	$	210,520	$	112,899
Basic earnings per share:
Shares outstanding for basic earnings per share	119,192,962		118,045,362		118,828,870		117,762,945
Basic earnings per share from continuing operations	$	0.54	$	0.67	$	1.77	$	0.96
Diluted earnings per share:
Shares outstanding for basic earnings per share	119,192,962		118,045,362		118,828,870		117,762,945
Effect of dilutive securities:
Stock-based incentive/purchase plans	1,085,779		1,100,204		1,448,867		1,250,069
Shares outstanding for diluted earnings per share	120,278,741		119,145,566		120,277,737		119,013,014
Diluted earnings per share from continuing operations	$	0.53	$	0.66	$	1.75	$	0.95

Anti-dilutive shares not included above were immaterial for all periods presented.

Restricted stock is included in the number of shares of common stock issued and outstanding but omitted from the basic earnings per share calculation until the shares vest.

During the first quarter of fiscal 2015, CMC's Board of Directors authorized a share repurchase program under which CMC may repurchase up to $100.0 million of shares of common stock. During the nine months ended May 31, 2020, CMC did not

19

repurchase any shares of common stock. CMC had remaining authorization to repurchase $27.6 million of common stock at May 31, 2020.

NOTE 13. COMMITMENTS AND CONTINGENCIES

Legal and Environmental Matters

In the ordinary course of conducting its business, the Company becomes involved in litigation, administrative proceedings and governmental investigations, including environmental matters. See Note 19, Commitments and Contingencies, to the consolidated financial statements in the 2019 Form 10-K.

The Company has received notices from the U.S. Environmental Protection Agency ("EPA") or state agencies with similar responsibility that it is considered a potentially responsible party at several sites, none of which are owned by the Company, and may be obligated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") or similar state statutes to conduct remedial investigations, feasibility studies, remediation and/or removal of alleged releases of hazardous substances or to reimburse the EPA for such activities. The Company is involved in litigation or administrative proceedings with regard to several of these sites in which the Company is contesting, or at the appropriate time may contest, its liability at the sites. In addition, the Company has received information requests with regard to other sites which may be under consideration by the EPA as potential CERCLA sites. Some of these environmental matters or other proceedings may result in fines, penalties or judgments being assessed against the Company. At May 31, 2020 and August 31, 2019, the Company had $0.7 million accrued for cleanup and remediation costs in connection with CERCLA sites. The estimation process is based on currently available information which is, in many cases, preliminary and incomplete. Total environmental liabilities, including CERCLA sites, were $3.4 million and $3.6 million at May 31, 2020 and August 31, 2019, respectively, of which $2.7 million and $1.8 million were classified as other long-term liabilities at May 31, 2020 and August 31, 2019, respectively. These amounts have not been discounted to their present values. Due to evolving remediation technology, changing regulations, possible third-party contributions, the inherent shortcomings of the estimation process and other factors, amounts accrued could vary significantly from amounts paid. Historically, the amounts the Company has ultimately paid for such remediation activities have not been material.

Management believes that adequate provisions have been made in the Company's condensed consolidated financial statements for the potential impact of these contingencies, and that the outcomes of the suits and proceedings described above, and other miscellaneous litigation and proceedings now pending, will not have a material adverse effect on the business, results of operations or financial condition of the Company.

NOTE 14. BUSINESS SEGMENTS

The Company structures its business into the following four reporting segments: Americas Recycling, Americas Mills, Americas Fabrication and International Mill. The Company's reporting segments are based primarily on product lines and secondarily on geographic area. See Note 1, Nature of Operations, of the consolidated financial statements included in the 2019 Form 10-K for more information about the reporting segments, including the types of products and services from which each reporting segment derives its net sales. Corporate and Other contains earnings or losses on assets and liabilities related to the Company's Benefit Restoration Plan assets and short-term investments, expenses of the Company's corporate headquarters, interest expense related to its long-term debt and intercompany eliminations.

The Company uses adjusted EBITDA from continuing operations to compare and evaluate the financial performance of its segments. Adjusted EBITDA is the sum of the Company's earnings from continuing operations before interest expense, income taxes, depreciation and amortization expense and impairment expense. Intersegment sales are generally priced at prevailing market prices. Certain corporate administrative expenses are allocated to the segments based upon the nature of the expense. The accounting policies of the segments are the same as those described in Note 2, Summary of Significant Accounting Policies, of the consolidated financial statements included in the 2019 Form 10-K.

The following is a summary of certain financial information from continuing operations by reportable segment:

20

	Three Months Ended May 31, 2020
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Continuing Operations
Net sales-unaffiliated customers	$	148,021	$	451,278	$	567,782	$	173,465	$	1,137	$	1,341,683
Intersegment sales	55,134		289,534		1,466		352		(346,486)		—
Net sales	203,155		740,812		569,248		173,817		(345,349)		1,341,683
Adjusted EBITDA	(1,664)		133,174		31,896		14,270		(30,894)		146,782
	Nine Months Ended May 31, 2020
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Continuing Operations
Net sales-unaffiliated customers	$	499,707	$	1,396,837	$	1,648,540	$	518,161	$	4,109	$	4,067,354
Intersegment sales	173,793		844,908		4,303		1,124		(1,024,128)		—
Net sales	673,500		2,241,745		1,652,843		519,285		(1,020,019)		4,067,354
Adjusted EBITDA	7,507		413,890		65,437		39,080		(81,606)		444,308
Total assets at May 31, 2020*	216,270		1,609,574		1,052,324		506,192		570,527		3,954,887

_________________ 

*Total assets listed in Corporate and Other includes assets from discontinued operations.

	Three Months Ended May 31, 2019
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Continuing Operations
Net sales-unaffiliated customers	$	228,786	$	536,035	$	629,510	$	209,022	$	2,519	$	1,605,872
Intersegment sales	60,229		330,868		3,537		343		(394,977)		—
Net sales	289,015		866,903		633,047		209,365		(392,458)		1,605,872
Adjusted EBITDA	12,331		158,114		(23,289)		24,120		(27,305)		143,971
	Nine Months Ended May 31, 2019
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Continuing Operations
Net sales-unaffiliated customers	$	694,855	$	1,382,501	$	1,590,746	$	610,640	$	7,255	$	4,285,997
Intersegment sales	183,244		860,964		10,248		947		(1,055,403)		—
Net sales	878,099		2,243,465		1,600,994		611,587		(1,048,148)		4,285,997
Adjusted EBITDA	37,889		384,383		(109,863)		77,436		(111,005)		278,840
Total assets at August 31, 2019*	257,517		1,667,366		1,106,420		464,177		263,291		3,758,771

_________________ 

*Total assets listed in Corporate and Other includes assets from discontinued operations.

The following table presents a reconciliation of earnings from continuing operations to adjusted EBITDA from continuing operations:

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2020		2019		2020		2019
Earnings from continuing operations	$	64,169	$	78,551	$	210,520	$	112,899
Interest expense	15,409		18,513		47,875		53,671
Income taxes	23,804		29,105		73,981		52,855
Depreciation and amortization	41,765		41,181		124,095		117,602
Asset impairments	5,983		15		6,513		15
Amortization of acquired unfavorable contract backlog	(4,348)		(23,394)		(18,676)		(58,202)
Adjusted EBITDA from continuing operations	$	146,782	$	143,971	$	444,308	$	278,840

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In the following discussion, references to "we," "us," "our" or the "Company" mean Commercial Metals Company ("CMC") and its consolidated subsidiaries, unless the context otherwise requires. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes thereto, which are included in this Quarterly Report on Form 10-Q (the "Form 10-Q"), and our consolidated financial statements and the notes thereto, which are included in our Annual Report on Form 10-K for the year ended August 31, 2019 (the "2019 Form 10-K"). This discussion contains or incorporates by reference "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts, but rather are based on expectations, estimates, assumptions and projections about our industry, business and future financial results, based on information available at the time this Form 10-Q was filed with the Securities and Exchange Commission ("SEC") or, with respect to any document incorporated by reference, available at the time that such document was prepared. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those identified in the section entitled "Forward-Looking Statements" at the end of Item 2 of this Form 10-Q and in the section entitled "Risk Factors" in Item 1A of the 2019 Form 10-K and this Form 10-Q. We do not undertake any obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or otherwise, except as required by law.

Any reference in this Form 10-Q to the "third quarter" relates to the three months ended May 31, 2020, to the "year-to-date period" relates to the nine months ended May 31, 2020 and to the "corresponding period" relates to the relevant three-month or nine-month period ended May 31, 2019.

IMPACT OF COVID-19 ON OUR BUSINESS

In March 2020, the World Health Organization characterized the outbreak of COVID-19 as a pandemic, and the President of the United States declared the COVID-19 pandemic ("COVID-19") a national emergency. COVID-19 has resulted in various government actions globally, including governmental actions in both the United States ("U.S.") and Poland designed to slow the spread of the virus. Shelter-in-place or stay-at-home orders ("COVID-19 restrictions") have been implemented in many of the jurisdictions where we operate. However, because we operate in a critical infrastructure industry, our facilities have been allowed to remain open in the U.S. Our facilities in Poland have also remained open. Accordingly, COVID-19 has had limited impact on our operations to date. Due to the impact of COVID-19 on the broader economy, net sales, average selling prices per ton and volumes have decreased in certain segments in the three months ended May 31, 2020, compared to the corresponding period in 2019. However, net sales and volumes for the three months ended May 31, 2020 remained relatively consistent with net sales and volumes for the three months ended February 29, 2020. While we implemented new procedures to support the safety of our employees, the costs were not material.

While COVID-19 may negatively impact our results of operations, cash flows and financial position in the future, the current level of uncertainty over the economic and operational impacts of COVID-19 and the actions to contain the outbreak or treat its impact means the related financial impact cannot be reasonably estimated at this time.

CRITICAL ACCOUNTING POLICIES

There have been no material changes to our critical accounting policies as set forth in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, included in the 2019 Form 10-K.

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RESULTS OF OPERATIONS SUMMARY

Business Overview

As a vertically integrated organization, we manufacture, recycle and market steel and metal products, related materials and services through a network including seven electric arc furnace ("EAF") mini mills, two EAF micro mills, two rerolling mills, steel fabrication and processing plants, construction-related product warehouses, and metal recycling facilities in the U.S. and Poland. On November 5, 2018, the Company completed the acquisition (the "Acquisition") of 33 rebar fabrication facilities in the U.S., as well as four EAF mini mills located in Knoxville, Tennessee; Jacksonville, Florida; Sayreville, New Jersey and Rancho Cucamonga, California from Gerdau S.A., hereinafter collectively referred to as the "Acquired Businesses." Our operations are conducted through four reportable segments: Americas Recycling, Americas Mills, Americas Fabrication and International Mill.

Financial Results Overview

The following discussion of our results of operations is based on our continuing operations and excludes any results of our discontinued operations.

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands, except per share data)	2020		2019		2020		2019
Net sales	$	1,341,683	$	1,605,872	$	4,067,354	$	4,285,997
Earnings from continuing operations	64,169		78,551		210,520		112,899
Diluted earnings per share	$	0.53	$	0.66	$	1.75	$	0.95

Net sales for the three and nine months ended May 31, 2020 decreased $264.2 million, or 16%, and decreased $218.6 million, or 5%, respectively, compared to the corresponding periods in 2019. For the three months ended May 31, 2020, net sales declined year-over-year in all four of our segments, and year-to-date net sales declined in all segments except our Americas Fabrication segment. In the three and nine months ended May 31, 2020, the decreases in net sales were due to a decline in year-over-year average selling prices in our Americas Recycling, Americas Mills and International Mills segments, coupled with a decline in third quarter tons shipped by our Americas Recycling, Americas Mills and Americas Fabrication segments and in year-to-date tons shipped by our Americas Recycling segment. The declines in average selling prices and tons shipped were primarily due to COVID-19 restrictions, which impacted the global economy and customer demand in the third quarter of 2020.

Earnings from continuing operations for the three months ended May 31, 2020 decreased $14.4 million compared to the corresponding period in 2019. The year-over-year decrease was primarily driven by a decrease in third quarter tons shipped by our Americas Recycling segment and compressed metal margin in our Americas Mills segment. Metal margin in our Americas Mills segment is the difference between average selling prices and the average cost of raw materials, primarily ferrous scrap. Earnings from continuing operations for the nine months ended May 31, 2020 increased $97.6 million compared to the corresponding period in 2019. The year-over-year increase was primarily due to expansion in metal margin in our Americas Fabrication segment due to higher average selling prices coupled with recently declining rebar costs, and an increase in tons shipped in our Americas Fabrication and Americas Mills segments, due to two additional months of shipments from the Acquired Businesses in 2020 compared to 2019. Metal margin in our Americas Fabrication segment is the difference between average selling prices and the average cost of raw materials, primarily rebar purchased from our Americas Mills segment.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses were relatively flat for the three months ended May 31, 2020 and increased $11.1 million for the nine months ended May 31, 2020, compared to the corresponding periods in 2019. The year-over-year increase in the nine months ended May 31, 2020 was driven primarily by a $45.7 million year-over-year increase in employee-related expenses, partially offset by a $23.2 million year-over-year decrease in professional fees and legal expenses, primarily related to the Acquisition, and a $4.4 million year-over-year increase in gains on the sale of fixed assets.

Interest Expense

Interest expense for the three and nine months ended May 31, 2020 decreased $3.1 million and $5.8 million, respectively, compared to the corresponding periods in 2019. The year-over-year decreases were the result of a decrease in interest payable on long-term debt primarily due to total prepayments over the past four quarters of $200 million on the Term Loan (as defined in Note 10, Credit Arrangements, to the consolidated financial statements in the 2019 Form 10-K).

Income Taxes

The effective income tax rate from continuing operations for the three and nine months ended May 31, 2020 was 27.1% and 26.0%, respectively, compared with 27.0% and 31.9% in the corresponding periods in 2019. The effective tax rate for the three months ended May 31, 2020 remained relatively flat year-over-year, while the effective tax rate for the nine months ended May 31, 2020 decreased primarily due to discrete tax expense recorded during 2019 as a result of the Tax Cuts and Jobs Act.

SEGMENT OPERATING DATA

Unless otherwise indicated, all dollar amounts below are from continuing operations and calculated before income taxes. See Note 14, Business Segments. The operational data presented in the tables below is calculated using averages and, therefore, it is not meaningful to quantify the effect that any individual component had on the segment's net sales or adjusted EBITDA.

Americas Recycling

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2020		2019		2020		2019
Net sales	$	203,155	$	289,015	$	673,500	$	878,099
Adjusted EBITDA	(1,664)		12,331		7,507		37,889
Average selling price (per ton)
Ferrous	$	215	$	252	$	208	$	263
Nonferrous	1,748		2,047		1,937		2,009
Tons shipped (in thousands)
Ferrous	472		597		1,483		1,746
Nonferrous	47		60		162		182
Total	519		657		1,645		1,928

Net sales for the three and nine months ended May 31, 2020 decreased $85.9 million, or 30%, and $204.6 million, or 23%, respectively, compared to the corresponding periods in 2019. For the three and nine months ended May 31, 2020, the year-over-year declines in net sales were driven by lower average selling prices per ton and tons shipped. These decreases were due to a declining price environment, specifically in the third quarter as a result of COVID-19 restrictions, including the temporary idling of many industrial accounts, such as auto manufacturers, coupled with lower demand. In the three and nine months ended May 31, 2020, year-over-year average ferrous selling prices per ton decreased approximately 15% and 21%, respectively, and year-over-year average non-ferrous selling prices per ton decreased approximately 15% and 4%, respectively. Total year-over-year tons shipped decreased approximately 21% and 15% in the three and nine months ended May 31, 2020, respectively.

Adjusted EBITDA for the three and nine months ended May 31, 2020 decreased $14.0 million and $30.4 million, respectively, compared to the corresponding periods in 2019, as the declining price environment compressed margins. Conversion costs increased approximately $7 and $14 per ton in the three and nine months ended May 31, 2020, respectively, compared to the

24

corresponding periods in 2019, due to decreased production levels. Adjusted EBITDA included non-cash stock compensation expense of $0.5 million and $1.3 million for the three and nine months ended May 31, 2020, respectively, and $0.3 million and $1.0 million for the corresponding periods.

Americas Mills

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2020		2019		2020		2019
Net sales	$	740,812	$	866,903	$	2,241,745	$	2,243,465
Adjusted EBITDA	133,174		158,114		413,890		384,383
Average price (per ton)
Total selling price	$	606	$	670	$	604	$	674
Cost of ferrous scrap utilized	239		284		238		297
Metal margin	367		386		366		377
Tons (in thousands)
Melted	1,150		1,164		3,449		3,199
Rolled	1,157		1,118		3,396		3,007
Shipped	1,182		1,236		3,535		3,178

Net sales for the three months ended May 31, 2020 decreased $126.1 million, or 15%, and net sales for the nine months ended May 31, 2020 were relatively flat, compared to the corresponding periods in 2019. For the three months ended May 31, 2020, the decrease in year-over-year net sales was primarily due to a 10% decrease in average selling prices per ton. Despite the impact of COVID-19 restrictions on the U.S. economy, tons shipped in the third quarter only decreased 4% year-over-year due to continued strength in our core markets. Although there was a 10% decrease in year-over-year average selling prices per ton in the nine months ended May 31, 2020, year-over-year net sales remained relatively flat due to an increase of 357 thousand tons shipped due to two additional months of shipments from the Acquired Businesses.

Adjusted EBITDA for the three months ended May 31, 2020 decreased $24.9 million, compared to the corresponding period in 2019. This decrease in adjusted EBITDA was primarily due to compressed metal margin as the decrease in cost of ferrous scrap utilized only partially offset the decrease in average selling price. Adjusted EBITDA for the nine months ended May 31, 2020 increased $29.5 million, compared to the corresponding period in 2019. This increase in adjusted EBITDA was due primarily to increased shipments in the nine months ended May 31, 2020. Although there was metal margin compression of 3% during the nine months ended May 31, 2020, the impact was more than offset by two additional months of shipments from the Acquired Businesses, as discussed above, and a 5% year-over-year decrease in conversion costs in the same period as a result of increased production levels and synergies from the integration of the Acquired Businesses. Adjusted EBITDA included non-cash stock compensation expense of $1.7 million and $5.2 million for the three and nine months ended May 31, 2020, respectively, and $1.1 million and $3.6 million for the corresponding periods.

Americas Fabrication

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2020		2019		2020		2019
Net sales	$	569,248	$	633,047	$	1,652,843	$	1,600,994
Adjusted EBITDA	31,896		(23,289)		65,437		(109,863)
Average selling price (excluding stock and buyout sales) (per ton)
Rebar and other	$	966	$	925	$	976	$	886
Tons shipped (in thousands)
Rebar and other	427		469		1,206		1,184

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Net sales for the three and nine months ended May 31, 2020 decreased $63.8 million, or 10%, and increased $51.8 million, or 3%, respectively, compared to the corresponding periods in 2019. The year-over-year decrease in net sales for the three months ended May 31, 2020 was driven by a 9% decrease in tons shipped, partially offset by a 4% increase in average selling prices per ton. The year-over-year increase in net sales for the nine months ended May 31, 2020 was driven by 2% and 10% year-over-year increases in tons shipped and average selling prices per ton, respectively. Tons shipped increased year-over-year due to two additional months of shipments related to the Acquired Businesses. Net sales included amortization benefit of $4.4 million and $18.7 million for the three and nine months ended May 31, 2020, respectively, and $23.4 million and $58.2 million for the corresponding periods, respectively, related to the unfavorable contract backlog of the Acquired Businesses.

Adjusted EBITDA for the three and nine months ended May 31, 2020 increased $55.2 million and $175.3 million, respectively, compared to the corresponding periods in 2019. The primary driver for the year-over-year increases in adjusted EBITDA for the three and nine months ended May 31, 2020 was metal margin expansion. As the majority of rebar fabrication projects are fixed price, the project backlog reflects a lag between current market prices and average selling prices of material shipped. This is beneficial during a time of economic slowdown as the average selling prices per ton fixed at the beginning of a project are typically higher than current market rebar input costs, resulting in metal margin expansion. Adjusted EBITDA does not include the $4.4 million or $18.7 million benefit of the amortization of the unfavorable contract backlog reserve described above. Adjusted EBITDA included non-cash stock compensation expense of $0.7 million and $2.0 million for the three and nine months ended May 31, 2020, respectively, and $0.4 million and $1.7 million for the corresponding periods.

International Mill

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2020		2019		2020		2019
Net sales	$	173,817	$	209,365	$	519,285	$	611,587
Adjusted EBITDA	14,270		24,120		39,080		77,436
Average price (per ton)
Total selling price	$	437	$	524	$	449	$	539
Cost of ferrous scrap utilized	239		288		245		295
Metal margin	198		236		204		244
Tons (in thousands)
Melted	377		368		1,115		1,135
Rolled	326		341		1,001		902
Shipped	374		376		1,092		1,072

Net sales for the three and nine months ended May 31, 2020 decreased $35.5 million, or 17%, and $92.3 million, or 15%, respectively, compared to the corresponding periods in 2019. The year-over-year decreases in third quarter and year-to-date net sales were primarily driven by decreases of 17% in average selling prices per ton in both periods due to continued pressure caused by high import levels. Net sales for the three and nine months ended May 31, 2020 were also impacted by unfavorable foreign currency translation adjustments of approximately $13.3 million and $24.8 million, respectively, due to the increase in the average value of the U.S. dollar relative to the Polish zloty.

Adjusted EBITDA for the three and nine months ended May 31, 2020 decreased $9.9 million and $38.4 million, respectively, compared to the corresponding periods in 2019, primarily driven by $38 per ton, or 16%, and $40 per ton, or 16%, year-over-year decreases in metal margin, respectively, due to lower average selling prices per ton, as discussed above. Adjusted EBITDA included non-cash stock compensation expense of $0.3 million and $1.1 million for the three and nine months ended May 31, 2020, respectively, and $0.4 million and $0.7 million for the corresponding periods. Adjusted EBITDA for the three and nine months ended May 31, 2020 included an unfavorable foreign currency exchange rate impact of $1.1 million and $2.1 million, respectively.

Corporate and Other

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Corporate and Other reported adjusted EBITDA losses of $30.9 million and $81.6 million for the three and nine months ended May 31, 2020, respectively, compared to adjusted EBITDA losses of $27.3 million and $111.0 million in the corresponding periods. For the three months ended May 31, 2020, adjusted EBITDA was relatively flat on a year-over-year basis. For the nine months ended May 31, 2020, the decrease in adjusted EBITDA loss was primarily driven by a $25.4 million year-over-year decrease in professional fees and legal expenses incurred primarily due to the Acquisition in 2019. Adjusted EBITDA included non-cash stock compensation expense of $3.0 million and $12.4 million for the three and nine months ended May 31, 2020, respectively, and $4.5 million and $10.4 million for the corresponding periods.

LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity and Capital Resources

We actively monitor our accounts receivable and, based on market conditions and customers' financial condition, we record allowances as soon as we believe accounts are uncollectible. We use credit insurance in Poland to mitigate the risk of customer insolvency. We estimate that the amount of credit insured receivables (and those covered by export letters of credit) was approximately 13% of total trade receivables at May 31, 2020.

The table below reflects our sources, facilities and available liquidity at May 31, 2020:

(in thousands)	Total Facility		Availability
Cash and cash equivalents	$	462,110	$	462,110
Notes due from 2023 to 2027	980,000		*
Revolver	350,000		346,962
U.S. accounts receivable facility	200,000		164,547
Term Loan	110,125		—
Poland credit facilities	68,625		45,515
Poland accounts receivable facility	54,900		47,144

_________________

* We believe we have access to additional financing and refinancing, if needed.

Cash Flows

Operating Activities

Our cash flows from operating activities result primarily from the sale of steel, nonferrous metals and related products. We have a diverse and generally stable customer base. From time to time, we use futures or forward contracts to mitigate the risks from fluctuations in commodity prices, foreign currency exchange rates, interest rates and natural gas, electricity and other energy prices. See Note 9, Derivatives, for further information.

Net cash flows from operating activities were $531.8 million for the nine months ended May 31, 2020 compared to $218.5 million of net cash flows used by operating activities for the corresponding period in 2019. Due to the adoption of Accounting Standards Update 2016-15 on September 1, 2018 as described in Note 7, Accounts Receivable Programs of the 2019 Form 10-K, $367.5 million of cash collections of the U.S. and Poland accounts receivable facilities were reflected in investing activities in 2019 rather than operating activities. Also contributing to the increase in net cash flows from operating activities, the Company had a $99.9 million year-over-year increase in net earnings, a $39.5 million year-over-year decrease in amortization of acquired unfavorable contract backlog and a $217.2 million year-over-year increase in cash from operating assets and liabilities ("working capital"). The increase in cash from working capital was primarily due to lower volumes of steel inventory and lower selling prices reflected in accounts receivable as of May 31, 2020. For continuing operations, operating working capital days remained the same year-over-year.

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Investing Activities

Net cash flows used by investing activities were $128.9 million and $416.4 million for the nine months ended May 31, 2020 and 2019, respectively. Cash used by investing activities in the nine months ended May 31, 2020 was lower than the corresponding period primarily due to cash used for the Acquisition in 2019 of $701.2 million, as described in Note 2, Changes in Business, partially offset by $367.5 million in cash collections of the U.S. and Poland accounts receivable facilities in 2019, as described above.

We estimate that our 2020 capital spending will range from $155 million to $170 million. We regularly assess our capital spending based on current and expected results.

Financing Activities

Net cash flows used by financing activities were $132.7 million for the nine months ended May 31, 2020 compared to net cash flows from financing activities of $124.9 million for the corresponding period in 2019. During the nine months ended May 31, 2020, we had net debt repayments of $88.1 million, compared to net borrowings of $169.6 million in the corresponding period which were used to fund the Acquisition.

COVID-19 has not had a material impact on our operations to date, and our cash and cash equivalents increased $230.0 million in the third quarter to $462.1 million as of May 31, 2020. We anticipate our current cash balances, cash flows from operations and our available sources of liquidity will be sufficient to meet our cash requirements for the next twelve months. However, as the impact of COVID-19 on the economy and our operations evolves, we will continue to assess our liquidity needs. In the event of a sustained market deterioration, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions.

CONTRACTUAL OBLIGATIONS

Our contractual obligations at May 31, 2020 decreased by approximately $190.3 million from August 31, 2019, primarily due to decreases in long-term debt, unconditional purchase obligations and interest obligations. Our estimated contractual obligations for the twelve months ending May 31, 2021 are approximately $376.6 million and primarily consist of expenditures incurred in connection with normal business operations.

Other Commercial Commitments

We maintain stand-by letters of credit to provide support for certain transactions that governmental agencies, our insurance providers and suppliers request. At May 31, 2020, we had committed $27.4 million under these arrangements, of which $3.0 million reduced availability under the Revolver.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that may have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

CONTINGENCIES

In the ordinary course of conducting our business, we become involved in litigation, administrative proceedings and governmental investigations, including environmental matters. We may incur settlements, fines, penalties or judgments because of some of these matters. Liabilities and costs associated with litigation-related loss contingencies require estimates and judgments based on our knowledge of the facts and circumstances surrounding each matter and the advice of our legal counsel. We record liabilities for litigation-related losses when a loss is probable and we can reasonably estimate the amount of the loss. We evaluate the measurement of recorded liabilities each reporting period based on the current facts and circumstances specific to each matter. The ultimate losses incurred upon final resolution of litigation-related loss contingencies may differ materially from the estimated liability recorded at a particular balance sheet date. Changes in estimates are recorded in earnings in the period in which such changes occur. We do not believe that any currently pending legal proceedings to which we are a party will have a material adverse effect, individually or in the aggregate, on our results of operations, cash flows or financial condition. See Note 13, Commitments and Contingencies, for more information.

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FORWARD-LOOKING STATEMENTS

This Form 10-Q contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws with respect to general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies provided by our recent acquisitions, demand for our products, steel margins, the effect of COVID-19 and related governmental and economic responses thereto, the ability to operate our mills at full capacity, future supplies of raw materials and energy for our operations, share repurchases, legal proceedings, the undistributed earnings of our non-U.S. subsidiaries, U.S. non-residential construction activity, international trade, capital expenditures, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations and our expectations or beliefs concerning future events. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "intends," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases. There are inherent risks and uncertainties in any forward-looking statements. We caution readers not to place undue reliance on any forward-looking statements.

Our forward-looking statements are based on management's expectations and beliefs as of the time this Form 10-Q is filed with the SEC or, with respect to any document incorporated by reference, as of the time such document was prepared. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Important factors that could cause actual results to differ materially from our expectations include those described in Part I, Item 1A, Risk Factors, of the 2019 Form 10-K and in Part II, Item 1A, Risk Factors, of our subsequent Quarterly Reports on Form 10-Q as well as the following:

•changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry;

•rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of our fabrication contracts due to rising commodity pricing;

•impacts from COVID-19 on the economy, demand for our products and on our operations, including the responses of governmental authorities to contain COVID-19;

•excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing;

•compliance with and changes in environmental laws and regulations, including increased regulation associated with climate change and greenhouse gas emissions;

•involvement in various environmental matters that may result in fines, penalties or judgments;

•potential limitations in our or our customers' abilities to access credit and non-compliance by our customers with our contracts;

•activity in repurchasing shares of our common stock under our repurchase program;

•financial covenants and restrictions on the operation of our business contained in agreements governing our debt;

•our ability to successfully identify, consummate, and integrate acquisitions and the effects that acquisitions may have on our financial leverage;

•risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third party consents and approvals;

•lower than expected future levels of revenues and higher than expected future costs;

•failure or inability to implement growth strategies in a timely manner;

•impact of goodwill impairment charges;

•impact of long-lived asset impairment charges;

•currency fluctuations;

•global factors, including trade measures, political uncertainties and military conflicts;

•availability and pricing of electricity, electrodes and natural gas for mill operations;

•ability to hire and retain key executives and other employees;

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•competition from other materials or from competitors that have a lower cost structure or access to greater financial resources;

•information technology interruptions and breaches in security;

•ability to make necessary capital expenditures;

•availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance;

•unexpected equipment failures;

•losses or limited potential gains due to hedging transactions;

•litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks;

•risk of injury or death to employees, customers or other visitors to our operations;

•civil unrest, protests and riots;

•new and clarifying guidance with regard to interpretation of certain provisions of the Tax Cuts and Jobs Act that could impact our assessment; and

•increased costs related to health care reform legislation.

You should refer to the “Risk Factors” disclosed in our periodic and current reports filed with the SEC for specific risks which would cause actual results to be significantly different from those expressed or implied by these forward-looking statements. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed herein may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly, readers of this Form 10-Q are cautioned not to place undue reliance on the forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the nine months ended May 31, 2020, the U.S. dollar equivalent of the Company's total gross foreign currency exchange contract commitments decreased $13.5 million, or 14%, compared to August 31, 2019. This decrease was primarily due to forward contracts denominated in euro with a Polish zloty functional currency, which decreased $12.4 million compared to August 31, 2019.

During the nine months ended May 31, 2020, the change in the Company's total commodity contract commitments was relatively flat compared to August 31, 2019.

There were no other material changes to the information set forth in Item 7A, Quantitative and Qualitative Disclosures about Market Risk, included in the 2019 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. This term refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods, and includes controls and procedures designed to ensure that such information is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q, and they have concluded that as of that date, our disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our quarter ended May 31, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is a defendant in lawsuits associated with the normal conduct of its businesses and operations. It is not possible to predict the outcome of the pending actions, and as with any litigation, it is possible that these actions could be decided unfavorably to the Company. We believe that there are meritorious defenses to these actions and that these actions will not have a material adverse effect upon our results of operations, cash flows or financial condition, and where appropriate, these actions are being vigorously contested.

We are the subject of civil actions, or have received notices from the U.S. Environmental Protection Agency ("EPA") or state agencies with similar responsibility, that we and numerous other parties are considered a potentially responsible party ("PRP") and may be obligated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), or similar state statutes, to pay for the cost of remedial investigation, feasibility studies and ultimately remediation to correct alleged releases of hazardous substances at eleven locations. The actions and notices refer to the following locations, none of which involve real estate we ever owned or upon which we ever conducted operations: the Sapp Battery Site in Cottondale, Florida, the Interstate Lead Company Site in Leeds, Alabama, the Ross Metals Site in Rossville, Tennessee, the Li Tungsten Site in Glen Cove, New York, the Peak Oil Site in Tampa, Florida, the R&H Oil Site in San Antonio, Texas, the SoGreen/Parramore Site in Tifton, Georgia, the Jensen Drive site in Houston, Texas, the Industrial Salvage site in Corpus Christi, Texas, the Chemetco site in Hartford, Illinois and the Ward Transformer site in Raleigh, North Carolina. We may contest our designation as a PRP with regard to certain sites, while at other sites we are participating with other named PRPs in agreements or negotiations that have resulted or that we expect will result in agreements to remediate the sites. During 2010, we acquired a 70% interest in the real property at Jensen Drive as part of the remediation of that site. We have periodically received information requests from government environmental agencies with regard to other sites that are apparently under consideration for designation as listed sites under CERCLA or similar state statutes. Often we do not receive any further communication with regard to these sites, and as of the date of this Form 10-Q, we do not know if any of these inquiries will ultimately result in a demand for payment from us.

The EPA notified us and other alleged PRPs that under Section 106 of CERCLA, we and the other PRPs could be subject to a maximum fine of $25,000 per day and the imposition of treble damages if we and the other PRPs refuse to clean up the Peak Oil, Sapp Battery and SoGreen/Parramore sites as ordered by the EPA. We are presently participating in PRP organizations at these sites, which are paying for certain site remediation expenses. We do not believe that the EPA will pursue any fines against us if we continue to participate in the PRP groups or if we have adequate defenses to the EPA's imposition of fines against us in these matters.

We believe that adequate provisions have been made in the financial statements for the potential impact of any loss in connection with the above-described legal proceedings and environmental matters. Management believes that the outcome of the proceedings mentioned, and other miscellaneous litigation and proceedings now pending, will not have a material adverse effect on our business, results of operations or financial condition.

ITEM 1A. RISK FACTORS

Except as set forth below, there were no material changes to the risk factors previously disclosed in Part I, Item 1A, Risk Factors, of the 2019 Form 10-K and Part II, Item 1A, Risk Factors, of the Quarterly Report on Form 10-Q for the period ended February 29, 2020:

Our business, financial condition, results of operations, cash flows, liquidity and stock price may be adversely affected by global public health epidemics, including the recent COVID-19 pandemic.

The recent outbreak of COVID-19 has affected, and may continue to adversely affect, our business, financial condition, results of operations, cash flows, liquidity and stock price. Other pandemics, epidemics, widespread illness or other health issues that interfere with the ability of our employees, suppliers, customers, financing sources or others to conduct business or negatively affects consumer confidence or the global economy could also adversely affect us.

In March 2020, the World Health Organization characterized the outbreak of COVID-19 as a pandemic, and the President of the United States declared COVID-19 a national emergency. COVID-19 has resulted in various government actions globally, including governmental actions in both the U.S. and Poland designed to slow the spread of the virus. Shelter-in-place or stay-at-home orders have been implemented in many of the jurisdictions where we operate. However, because we operate in a critical

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infrastructure industry, our operations have been allowed to remain open in the U.S. Our facilities in Poland have also remained open. In spite of our continued operations, COVID-19 may have negative impacts on our operations, supply chain, transportation networks and customers, which may compress our margins, including as a result of preventative and precautionary measures that we, other businesses and governments are taking. COVID-19 is a widespread public health crisis that is adversely affecting financial markets and the economies of many countries. Any resulting economic downturn could adversely affect demand for our products and contribute to volatile supply and demand conditions affecting prices and volumes in the markets for our products and raw materials. The progression of COVID-19 could also negatively impact our business or results of operations through the temporary closure of our operating facilities or those of our customers or suppliers.

In addition, the ability of our suppliers and customers to work may be significantly impacted by individuals contracting or being exposed to COVID-19 or as a result of the control measures noted above, which may negatively impact our production throughout the supply chain and constrict sales channels. Our customers may be directly impacted by business interruptions or weak market conditions and may not be willing or able to fulfill their contractual obligations. Furthermore, the progression of and global response to COVID-19 increases the risk of delays in construction activities and equipment deliveries related to our capital projects, including potential delays in obtaining permits from government agencies. The extent of such delays and other effects of COVID-19 on our capital projects, certain of which are outside of our control, is unknown, but they could impact or delay the timing of anticipated benefits on capital projects. COVID-19 has also caused volatility in the financial and capital markets, which has adversely affected our stock price and may adversely affect our ability to access, and the costs associated with accessing, the debt or equity capital markets, which could adversely affect our liquidity.

The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the severity of the pandemic and the effectiveness of actions globally to contain or mitigate its effects. While we expect COVID-19 to negatively impact our results of operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 and the actions to contain the outbreak or treat its impact means the related financial impact cannot be reasonably estimated at this time.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

There were no purchases of equity securities registered by the Company pursuant to Section 12 of the Exchange Act during the quarter ended May 31, 2020.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

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ITEM 6. EXHIBITS

3.1(a)	Restated Certificate of Incorporation dated March 2, 1989 (filed as Exhibit 3(i) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).
3.1(b)	Certificate of Amendment of Restated Certificate of Incorporation dated February 1, 1994 (filed as Exhibit 3(i)(a) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).
3.1(c)	Certificate of Amendment of Restated Certificate of Incorporation dated February 17, 1995 (filed as Exhibit 3(i)(b) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).
3.1(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).
3.1(e)	Certificate of Amendment of Restated Certificate of Incorporation dated January 26, 2006 (filed as Exhibit 3(i) to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2006 and incorporated herein by reference).
3.1(f)	Certificate of Designation, Preferences and Rights of Series A Preferred Stock (filed as Exhibit 2 to Commercial Metals Company's Form 8-A filed August 3, 1999 and incorporated herein by reference).
3.2	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 and incorporated herein by reference).
10.1	Commercial Metals Company Employee Stock Purchase Plan as Amended and Restated Effective January 1, 2020 (filed herewith).
10.2	Commercial Metals Company 2013 Long-Term Equity Incentive Plan as Amended and Restated Effective November 19, 2019 (filed herewith).
10.3	Form of Restricted Stock Unit Award Agreement (filed herewith).
10.4	Form of Performance Award Agreement (filed herewith).
10.5	Form of Non-Employee Director Restricted Stock Award Agreement (filed herewith).
10.6	Form of Non-Employee Director Restricted Stock Unit Award Agreement (filed herewith).
31.1	Certification of Barbara R. Smith, President and Chief Executive Officer of Commercial Metals Company, pursuant to Section 302 to the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2	Certification of Paul J. Lawrence, Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1	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 Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2	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 Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101.INS	Inline XBRL Instance Document (filed herewith).
101.SCH	Inline XBRL Taxonomy Extension Schema Document (filed herewith).
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
104	Cover Page Interactive Data File

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COMMERCIAL METALS COMPANY
June 25, 2020	/s/ Paul J. Lawrence
	Paul J. Lawrence
	Vice President and Chief Financial Officer
	(Duly authorized officer and principal financial officer of the registrant)

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EX-10.1

COMMERCIAL METALS COMPANY

EMPLOYEE STOCK PURCHASE PLAN

Commercial Metals Company, a Delaware corporation (hereinafter referred to as “CMC”) hereby amends, restates and renames the Commercial Metals Company 2010 Employee Stock Purchase Plan, effective as of January 1, 2020, as set forth below, which restated plan shall be named the Commercial Metals Company Employee Stock Purchase Plan (the “Plan”).

RECITALS

WHEREAS, this Plan is meant to amend, restate and rename the Commercial Metals Company 2010 Employee Stock Purchase Plan, which was approved by CMC’s stockholders and effective as of February 1, 2010.

RESOLVED, that the Commercial Metals Company 2010 Employee Stock Purchase Plan is hereby amended, restated and renamed, as set forth above, upon the terms and provisions set forth below.

ARTICLE 1

PURPOSE

The purpose of the Plan is to provide employees of CMC and its Subsidiaries (together with CMC, referred to herein as the “Company”) with an opportunity to acquire a proprietary interest in CMC. The Plan provides for all Eligible Employees the option to purchase shares of Common Stock of CMC through voluntary systematic payroll deductions. The options provided to Eligible Employees under the Plan shall be in addition to regular salary, profit sharing, pension, life insurance, special payments or other benefits related to an Employee’s employment with the Company. It is the intention of CMC to have the Plan qualify as an “Employee Stock Purchase Plan” pursuant to Section 423 of the Code and the treasury regulations issued thereunder.

ARTICLE 2

DEFINITIONS

2.1 “Account” shall mean the payroll deduction bookkeeping account maintained by the Company, or by a record keeper on behalf of the Company, for a Participant pursuant to Section 5.3(f).

2.2 “Board” shall mean the board of directors of CMC.

2.3 “Code” shall mean the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

2.4 “Committee” shall mean the committee appointed or designated by the Board to administer the Plan in accordance with Article 4 of this Plan.

2.5 “Common Stock” means the common stock of CMC, par value $0.01 per share, which CMC is currently authorized to issue or may in the future be authorized to issue.

2.6 “Compensation” shall mean a Participant’s regular earnings, overtime pay, sick pay and vacation pay. Any other form of remuneration is excluded from Compensation, including (but not limited to) the following: commissions, incentive compensation, bonuses, prizes, awards, housing allowances, stock option exercises, stock appreciation rights, restricted stock exercises, performance awards, auto allowances, tuition reimbursement and other forms of imputed income.

2.7 “Contributions” shall mean all bookkeeping amounts credited to the Account of a Participant pursuant to Section 5.3(f).

2.8 “Disability” shall mean that the Participant, because of a physical or mental condition resulting from bodily injury, disease, or mental disorder, is unable to perform his or her duties of employment for a period of three (3) continuous months, as determined in good faith by the Committee, based upon medical reports or other evidence satisfactory to the Committee.

2.9 “Eligible Employee” shall mean each Employee of the Company, determined as of September 1 of each year, other than an Employee who: (a) is an Ineligible Foreign Employee, or (b) immediately after the option is granted, owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company, computed in accordance with Section 423(b)(3) of the Code.

2.10 “Employee” shall mean any common law employee (as defined in accordance with the regulations and rulings then applicable under Section 3401(c) of the Code) of the Company.

2.11 “Ineligible Foreign Employee” shall mean an Employee who is a citizen or resident of a jurisdiction outside of the United States (without regard to whether he or she is also a citizen of the United States or is a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code) who is ineligible to participate in the Plan because (a) the grant of an option under the Plan to such citizen or resident of the foreign jurisdiction is prohibited under the laws of such jurisdiction, or (b) compliance with the laws of the foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code.

2.12 “Participant” shall mean an Eligible Employee who has elected to participate in the Plan, pursuant to a Subscription Agreement, on a form prescribed by the Committee.

2.13 “Plan” shall mean this Commercial Metals Company Employee Stock Purchase Plan, as amended from time to time.

2.14 “Retirement” shall mean a termination of employment solely due to retirement upon or after attainment of age sixty-five (65), or permitted early retirement as determined by the Committee.

2.15 “Subscription Agreement” shall mean an agreement in a form approved by and in a manner prescribed by the Committee, pursuant to which an Eligible Employee may elect to participate in the Plan. The Subscription Agreement shall contain the Eligible Employee’s authorization and consent to payroll deductions. The Subscription Agreement shall comply with and be subject to the terms and conditions of the Plan.

2.16 “Subsidiary” means any corporation in an unbroken chain of corporations beginning with CMC, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain.

ARTICLE 3

ELIGIBILITY

For each offering made under the Plan, each Employee who is an Eligible Employee on the date of grant of an option granted under such offering, may, as determined and selected by the Committee in accordance with Section 423 of the Code and the treasury regulations issued thereunder, be eligible to participate in such offering. For each offering, the date of grant shall be as determined by the Committee. All Eligible Employees who are granted an option under this Plan shall have the same rights and privileges.

ARTICLE 4

ADMINISTRATION

The Plan shall be administered by the Committee, which shall be the Compensation Committee of the Board, unless the Board appoints a different committee. The Committee shall have full power and authority to construe, interpret and administer the Plan, provided that it shall interpret the Plan in accordance with Section 423 of the Code and the treasury regulations issued thereunder. It may issue rules and regulations for administration of the Plan. It shall meet at such times and places as it may determine. A majority of the members of the Committee shall constitute a quorum and all decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, the stockholders, and Employees.

The Committee shall have the full and exclusive right to establish the terms of each offering of Common Stock under the Plan except as otherwise expressly provided in this Plan. The Committee may delegate such power, authority and rights with respect to the administration of the Plan as it deems appropriate to one or more members of the management of the Company (including, without limitation, a committee of one or more members of management appointed by the Committee); provided, however, that any delegation to management shall conform with the requirements of applicable law and stock exchange regulations. The Committee may also recommend to the Board revisions of the Plan.

ARTICLE 5

OPTION OFFERINGS

5.1 Annual Offerings. Each year during the term of the Plan, unless the Committee determines otherwise, the Company will make one or more offerings in which options to purchase the Company’s Common Stock will be granted under the Plan.

5.2 Number Available for Options. Subject to adjustments as described below, no more than 5,000,000 shares of Common Stock may be sold pursuant to options granted under the Plan. Either authorized and unissued shares or issued shares heretofore or hereafter acquired by the Company may be

made subject to options under the Plan. If, for any reason, any option under the Plan terminates in whole or in part, shares subject to such terminated option may be again subjected to an option under the Plan.

5.3 Terms and Conditions of Options.

(a)An option price per share for each offering shall be determined by the Committee on or prior to the date of grant of the option, which shall in no instance be less than:(a) 85% of fair market value of the Common Stock on the date the option is granted, or (b) 85% of fair market value of the Common Stock on the date the option is exercised, whichever is lower. The fair market value on the date on which an option is granted or exercised shall be determined by such methods or procedures as shall be established by the Committee prior to or on the date of grant of the option.

(b) The expiration date of the options granted in each offering shall be determined by the Committee prior to or on the date of grant of the options, but in any event shall not be more than twenty-seven (27) months after the date of grant of the options.

(c) Each option shall entitle an Eligible Employee to purchase up to that number of shares which could be purchased at the option price as the Committee shall determine for each offering (but not to exceed the amount specified in Section 423(b) of the Code). Alternatively, or in combination with setting a maximum number of shares, the Committee may choose to determine a maximum dollar amount that could be used to purchase shares for each offering (but not to exceed the amount specified in Section 423(b) of the Code). Each Eligible Employee may elect to participate for less than the maximum number of shares or dollar amount specified by the Committee. No option may be exercised for a fractional share of Common Stock.

(d) The term of each offering shall consist of the following three periods:

(i) an “Enrollment Period” during which each Eligible Employee shall determine whether or not, and to what extent, to participate by authorizing payroll deductions;

(ii) a “Payroll Deduction Period” during which payroll deductions shall be made and credited to each Participant’s Account; and

(iii) an “Exercise Day” on which options of Participants will be automatically exercised in full and shall thereupon expire.

The beginning and ending dates of each Enrollment Period and Payroll Deduction Period and the date of each Exercise Day shall be determined by the Committee.

(e) Each Eligible Employee who desires to participate in an offering shall elect to do so by completing and delivering by the end of the Enrollment Period to the Committee (or such person designated by the Committee) a Subscription Agreement in the form (including without limitation, telephonic and electronic transmission, utilization of voice response systems and computer entry) prescribed by the Committee authorizing payroll deductions during the Payroll Deduction Period. Unless otherwise permitted by the Committee, such Subscription Agreement shall constitute an election to participate in a single offering under the Plan.

(f) The Company shall maintain on its books, or cause to be maintained by a record keeper, a payroll deduction account in the name of each Participant (an “Account”). The amount of Compensation elected to be applied as Contributions by a Participant shall be deducted from such Participant’s Compensation on each payday during the Payroll Deduction Period and such payroll deductions shall be credited to that Participant’s Account as soon as administratively practicable. Except as provided in Section 6.1, a Participant may not make any additional payments to his or her Account. A Participant’s Account shall be reduced by anyamounts used to pay for the shares of Common Stock acquired pursuant to the options, or by any other amounts distributed pursuant to the terms hereof.

(g) On the Exercise Day, the options of each Participant to which such Exercise Day relates shall be automatically exercised in full without the need for the Participant to take any action.

(h) Upon exercise of an option, the shares shall be paid for in full by transfer of the purchase price from the Participant’s Account to the account of the Company, and any balance in the Participant’s Account shall be paid to the Employee in cash or applied to subsequent offerings.

(i) A Participant will have none of the rights and privileges of a stockholder of the Company with respect to the shares of Common Stock subject to an option under the Plan until such shares of Common Stock have been transferred or issued to the Participant or to a designated broker for the Participant’s Account on the books of the Company.

(j) An option granted under the Plan may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Participant to whom granted, may be exercised only for the benefit of the Participant.

(k) No Participant shall be granted an option that permits the Participant’s rights to purchase Common Stock under all employee stock purchase plans of the Company to accrue at a rate which exceeds $25,000 (or such other maximum as may be prescribed from time to time by the Code) of fair market value of such Common Stock (determined at the date of grant) for each calendar year in which such option is outstanding at any time in accordance with the provisions of Section 423(b)(8) of the Code.

5.4 Issuance of Shares of Common Stock. As soon as administratively practicable following an Exercise Day, the Company shall deliver to each Participant, at the option of the Company, either by book entry registration in the Company’s direct registration services or by a certificate representing the shares of Common Stock purchased upon exercise of his or her options. The time of issuance and delivery of the shares of Common Stock may be postponed for such periods as may be required to comply with registration requirements under the Securities Act of 1933, the Securities Exchange Act of 1934, listing requirements of any exchange on which the shares of Common Stock may then be listed, and the requirements under other laws or regulations applicable to the issuance or sale of such shares.

5.5 Revocation of Subscription Agreement. At any time prior to the last day of a Payroll Deduction Period, a Participant shall have the right to revoke his or her elections set forth in the

Subscription Agreement, on a form and pursuant to such terms as the Committee may prescribe. The Company shall, upon receipt of such notice of cancellation, refund to the Participant, without interest, any amounts withheld from the Participant in respect of such offering to acquire shares of Common Stock, as soon as administratively practicable.

5.6 Modification of Subscription Agreement. A Participant may change his or her elections set forth in a Subscription Agreement by completing and filing with the Committee (or such person designated by the Committee), a new Subscription Agreement. Such changes may be filed with the Committee (or such person designated by the Committee) prior to the end of the Enrollment Period. Any Subscription Agreement made pursuant to this Section 5.6 shall revoke any then outstanding Subscription Agreement.

ARTICLE 6

TERMINATION OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS

6.1 Unless otherwise provided by the Committee, upon a Participant’s termination from employment with the Company for any reason or in the event that a Participant is no longer an Eligible Employee or if the Participant elects to revoke his or her Subscription Agreement pursuant to Section 5.5, at any time prior to the last day of a Payroll Deduction Period of an offering period in which he or she participates, such Participant’s Account shall be paid, without interest, to him or her in cash, or, in the event of such Participant’s death, paid, without interest, to such Participant’s estate or beneficiary, and such Participant’s options shall be automatically terminated. The Committee may provide on an equal basis, upon a Participant’s termination from employment with the Company (a) by reason of Retirement, Disability and/or death, to permit the exercise of the Participant’s options at any time within the three (3) month period following such termination of employment or the Exercise Day, whichever is earlier. If the Committee permits a Participant to exercise his or her options following the Participant’s termination of employment, the Committee may permit the Participant (or his or her estate or beneficiary) to contribute additional amounts to the Participant’s Account, if necessary, to exercise the options up to the full amount or number of shares of Common Stock subject to such options as subscribed for in the Subscription Agreement. Notwithstanding the foregoing, if a Participant’s employment with the Company terminates for any reason other by reason of Retirement, Disability or death, such Participant’s Account shall be paid to him or her in cash, without interest, as soon as administratively practicable.

6.2 A prior termination from employment with the Company shall not have any effect upon a reemployed Employee’s ability to participate in any succeeding offering, provided that the applicable eligibility and participation requirements are again met.

6.3 For purposes of the Plan, the employment relationship shall be treated as continuing intact while an individual is on sick leave or other leave of absence approved by the Company until the Company deems the employment relationship to be terminated in accordance with Company policies and procedures.

ARTICLE 7

ADJUSTMENTS

In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event affects the fair value of an option, then the Committee shall adjust any or all of the following so that the fair value of the option immediately after the transaction or event is equal to the fair value of the option immediately prior to the transaction or event (i) the number and type of shares of Common Stock which thereafter may be made the subject of options, (ii) the number and type of shares of CommonStock subject to outstanding options, and (iii) the grant, purchase or exercise price with respect to any option or, if deemed appropriate, make provision for a cash payment to the holder of an option. Notwithstanding the foregoing, no such adjustment shall be made or authorized to the extent that such adjustment would cause the Plan or any option to violate Section 423 of the Code. Such adjustments shall be made in accordance with the rules of any securities exchange, stock market, or stock quotation system to which the Company is subject. Upon the occurrence of any such adjustment, the Company shall provide notice to each affected Participant of its computation of such adjustment which shall be conclusive and shall be binding upon each such Participant.

ARTICLE 8

AMENDMENT

The Committee may, at any time and from time to time, alter, amend, suspend or terminate the Plan, any part thereof or any option thereunder as it may deem proper and in the best interests of the Company; provided, however, that unless the stockholders of the Company shall have first approved thereof, (i) the total number of shares for which options may be exercised under the Plan shall not be increased or decreased, except as adjusted under Article 7, and (ii) no amendment shall be made which shall allow an option price for offerings under the Plan to be less than 85% of the fair market value of the Common Stock on the date of grant of the options or 85% of the fair market value of the Common Stock on the date on which an option is exercised, if lower.

Notwithstanding the foregoing, the Committee may adopt and amend stock purchase sub-plans with respect to Eligible Employees employed outside the United States with such provisions as the Committee may deem appropriate to conform with local laws, practices and procedures, and to permit exclusion of certain Employees from participation. All such sub-plans shall be subject to the limitations on the amount of stock that may be issued under the Plan and, except to the extent otherwise provided in such plans, shall be subject to all of the provisions set forth herein.

ARTICLE 9

TERM

The Plan shall be effective from the date that this Plan is approved by the Board until terminated by action of the Board. Notwithstanding the foregoing, no offering hereunder shall be made after any day upon which participating Employees elect to participate for a number of shares equal to or greater than the number of shares remaining available for purchase. If the number of shares for which Employees elect to participate shall be greater than the shares remaining available, the available shares shall at the end of

the Enrollment Period be allocated among such participating Employees pro rata on the basis of the number of shares for which each has elected to participate.

ARTICLE 10

MISCELLANEOUS PROVISIONS

10.1 Disqualifying Disposition. If a share of Common Stock acquired pursuant to this Plan is disposed of by a Participant prior to the expiration of two (2) years from the date of grant of the option relating to such share or one (1) year from the transfer of such share to the Participant (a “DisqualifyingDisposition”), such Participant shall notify the Company in writing of the date and terms of such disposition. A Disqualifying Disposition by a Participant shall not affect the status of any other option granted under the Plan.

10.2 Expenses of Administration. No charge of any kind will be made by the Company against the funds held in each Participant’s Account other than the application of the funds to payment for shares of Common Stock under the Plan. The Company will pay all fees and expenses incurred by the Company in connection therewith.

10.3 Investment Intent. The Company may require that there be presented to and filed with it by any Participant under the Plan, such evidence as it may deem necessary to establish that the shares of Common Stock to be purchased or transferred are being acquired for investment and not with a view to their distribution.

10.4 No Right to Continued Employment. Neither the Plan nor any option granted under the Plan shall confer upon any Participant any right with respect to continuance of employment by the Company.

10.5 Indemnification of Board and Committee. No member of the Board or the Committee, nor any officer or Employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board and the Committee, each officer of the Company, and each Employee of the Company acting on behalf of the Board or the Committee shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination, or interpretation.

10.6 Applicable Law. This Plan and related documents shall be governed by, and construed in accordance with, the laws of the State of Delaware. If any provision shall be held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions of this Plan shall continue to be fully effective.

10.7 Plan Funds. All amounts held by the Company in Accounts under the Plan may be used for any corporate purpose of the Company. No interest will be paid to any Employee or credited to his or her Account under this Plan.

10.8 Compliance with Governmental Laws and Stock Exchange Regulations. The obligation of the Company to sell and deliver Common Stock under the Plan is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance,

sale or delivery of such common stock. The Company may, without liability to Participants, defer or cancel delivery of shares or take other action it deems appropriate in cases where applicable laws, regulations or stock exchange rules impose constraints on the normal Plan operations or delivery of shares.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed as of October 22, 2019, by its Chief Executive Officer and Secretary pursuant to prior action taken by the Board.

COMMERCIAL METALS COMPANY

By: /s/ Paul K. Kirkpatrick    

Name: Paul K. Kirkpatrick

Title: Vice President, General Counsel

and Corporate Secretary

Attest:

/s/ Jody K. Absher  

Name: Jody K. Absher

Title: Assistant Corporate Secretary

EX-10.2

COMMERCIAL METALS COMPANY2013 LONG-TERM EQUITY INCENTIVE PLAN

As Amended and Restated

Effective November 19, 2019

I. INTRODUCTION

i.
Purposes. The purposes of this Commercial Metals Company 2013 Long-Term Equity Incentive Plan, as amended from time to time (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining officers, other employees, Non-Employee Directors and independent contractors and (iii) to motivate such persons to act in the longterm best interests of the Company and its stockholders.

ii.
Certain Definitions.

“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.

“Board” shall mean the Board of Directors of the Company.

“Change in Control” shall have the meaning set forth in Section 5.8(b).

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the Committee designated by the Board or a subcommittee thereof, consisting of two or more members of the Board, each of whom may be (i) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) “independent” within the meaning of the rules of The New York Stock Exchange or, if the Common Stock is not listed on The New York Stock Exchange, within the meaning of the rules of the principal stock exchange on which the Common Stock is then traded.

“Common Stock” shall mean the common stock, par value $0.01 per share, of the Company, and all rights appurtenant thereto.

“Company” shall mean Commercial Metals Company, a Delaware corporation, or any successor thereto.

“Effective Date” shall have the meaning set forth in Section 5.1

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean the closing transaction price of a share of Common Stock as reported on The New York Stock Exchange on the date as of which such value is being determined or, if the Common Stock is not listed on The New York Stock Exchange, the closing transaction price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions

were reported; provided, however, that if the Common Stock is not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate and in compliance with Section 409A of the Code.

“Free-Standing SAR” shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.

“Incentive Stock Option” shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option.

“Incumbent Board” shall mean the individuals, who as of the Effective Date, constitute the Board.

“Non-Employee Director” shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary.

“Nonqualified Stock Option” shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option.

“Performance Award” shall mean a right to receive an amount of cash, shares of Common Stock, or a combination of both, contingent upon the attainment of specified Performance Measures within a specified Performance Period.

“Performance Measures” shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holder’s interest, in the case of a Restricted Stock Award, of the shares of Common Stock subject to such award, or, in the case of a Restricted Stock Unit Award or Performance Award, to the holder’s receipt of the shares of Common Stock subject to such award or of payment with respect to such award, in each such case solely to the extent determined by the Committee to be a condition to vesting with respect to a particular award. Such criteria and objectives may be one or more of the following corporate-wide or subsidiary, division, operating unit or individual measures, stated in either absolute terms or relative terms, such as rates of growth or improvement: (a) operating profit; (b) net earnings (c) net sales; (d) net earnings before deductions for interest, income taxes, depreciation and amortization expenses or other measures of cash flow; (e) total shareholder return, or the attainment by the shares of Company common stock of a specified value for a specified period of time, or share price; (f) earnings; (g) return on net assets, return on invested capital, or other return measures, including return or net return on working assets, equity, capital or net sales; (h) pre-tax profits; (i) operating margins; (j) operating earnings or earnings per share; (k) value of assets; (l) market share or market penetration with respect to specific designated products or product groups and/or specific geographic areas; (m) aggregate product price and other product measures; (n) expense or cost levels; (o) reduction of losses, loss ratios or expense ratios; (p)

reduction in fixed assets; (q) operating cost management; (r) management of capital structure; (s) debt reduction; (t) productivity improvements; (u) inventory and/or receivables control; (v) satisfaction of specified business expansion goals or goals relating to acquisitions or divestitures; (w) customer satisfaction based on specified objective goals or a Company-sponsored customer survey; (x) employee diversity goals; (y) employee turnover; (z) specified objective social goals; (aa) safety record; or (bb) any other metric or criteria as determined by the Committee. The applicable performance measures may be applied on a pre- or post-tax basis. In the sole discretion of the Committee, the Committee may amend or adjust the Performance Measures or other terms and conditions of an outstanding award in recognition of such events that the Committee determines should be included or excluded, including unusual, nonrecurring or one-time events affecting the Company or its financial statements or changes in law or accounting principles.

“Performance Period” shall mean any period designated by the Committee during which (i) the Performance Measures applicable to an award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect.

“Person” shall mean any natural person, firm, corporation, government, governmental agency, association, trust or partnership.

“Restricted Stock” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period.

“Restricted Stock Award” shall mean an award of Restricted Stock under this Plan.

“Restricted Stock Unit” shall mean a right to receive one share of Common Stock or, in lieu thereof, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified Performance Period.

“Restricted Stock Unit Award” shall mean an award of Restricted Stock Units under this Plan.

“Restriction Period” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award shall remain in effect.

“SAR” shall mean a stock appreciation right which may be a FreeStanding SAR or a Tandem SAR.

“Stock Award” shall mean a Restricted Stock Award or Restricted Stock Unit Award.

“Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity.

“Substitute Award”shall mean an award granted under this Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an option or SAR.

“Tandem SAR” shall mean an SAR which is granted in tandem with, or by reference to, an option (including a Nonqualified Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted Stock) with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common Stock subject to such option, or portion thereof, which is surrendered.

“Tax Date” shall have the meaning set forth in Section 5.5.

“Ten Percent Holder” shall have the meaning set forth in Section 2.1(a).

iii.
Administration. This Plan shall be administered by the Committee. Any one or a combination of the following awards may be made under this Plan to eligible persons: (i) options to purchase shares of Common Stock in the form of Incentive Stock Options or Nonqualified Stock Options; (ii) SARs in the form of Tandem SARs or FreeStanding SARs; (iii) Stock Awards in the form of Restricted Stock or Restricted Stock Units; and (iv) Performance Awards. The Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number of shares of Common Stock, the number of SARs, the number of Restricted Stock Units, the dollar value subject to a Performance Award, the purchase price or base price associated with the award, the time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing the award. The Committee may, in its sole discretion and for any reason at any time, subject to the requirements of Section 162(m) of the Code and regulations thereunder in the case of an award intended to be qualified performance-based compensation, take action such that (i) any or all outstanding options and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period applicable to any outstanding Restricted Stock or Restricted Stock Units shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding Restricted Stock, Restricted Stock Units or Performance Awards shall lapse and (iv) the Performance Measures (if any) applicable to any outstanding award shall be deemed to be satisfied at the target or any other level. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish rules and regulations it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant of an award, conditions with respect to the award, such as limiting competitive employment or other activities. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all parties.

The Committee may delegate some or all of its power and authority hereunder to the Board or, subject to applicable law, to the President and Chief Executive Officer or such other executive

officer of the Company as the Committee deems appropriate; provided, however, that (i) the Committee may not delegate its power and authority to the President and Chief Executive Officer or other executive officer of the Company with regard to the selection for participation in this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an award to such an officer, director or other person and (ii) provided that (x) any resolution of the Committee authorizing such officer(s) must specify the total number of shares of Common Stock subject to awards that such officer(s) may so award and (y) the Committee may not authorize any officer to designate himself or herself as the recipient of an award under the Plan.

No member of the Board or Committee, and neither the President and Chief Executive Officer nor any other executive officer to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith, and the members of the Board and the Committee and the President and Chief Executive Officer or other executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Certificate of Incorporation and/or By-laws) and under any directors’ and officers’ liability insurance that may be in effect from time to time.

A majority of the Committee shall constitute a quorum. The acts of the Committee shall be either (i) acts of a majority of the members of the Committee present at any meeting at which a quorum is present or (ii) acts approved in writing by all of the members of the Committee without a meeting.

iv.
Eligibility. Participants in this Plan shall consist of such officers, other employees, Non-Employee Directors, independent contractors, and persons expected to become officers, other employees, Non-Employee Directors and independent contractors of the Company and its Subsidiaries as the Committee in its sole discretion may select from time to time. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan at any other time. Except as provided otherwise in an Agreement, for purposes of this Plan, references to employment by the Company shall also mean employment by a Subsidiary, and references to employment shall include service as a Non-Employee Director or independent contractor. The Committee shall determine, in its sole discretion, the extent to which a participant shall be considered employed during any periods during which such participant is on a leave of absence.

v.
SharesAvailable. Subject to adjustment as provided in this Section 1.5 and Section 5.7, as of January 8, 2020, 4,489,862 shares of Common Stock shall be available for the grant of awards under this Plan, less one (1) share for every one (1) share granted under the Plan after October 31, 2019 and prior to January 8, 2020, all of which may be issued under the Plan in connection with Incentive Stock Options.

(1)To the extent that shares of Common Stock subject to an outstanding option, SAR, stock award or performance award granted under the Plan are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled upon settlement in shares of a related Tandem SAR or

shares subject to a Tandem SAR cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, then such shares of Common Stock shall again be available under this Plan, in accordance with Section 1.5(d) below.

(2)Notwithstanding anything to the contrary herein, shares of Common Stock subject to an award under this Plan shall not again be available for issuance under this Plan if such shares are (x) shares that were subject to an option or an SAR and were not issued or delivered upon the net settlement or net exercise of such option or SAR, (y) shares delivered to or withheld by the Company to pay the purchase or exercise price or the withholding taxes related to an outstanding option or SAR or (z) shares repurchased by the Company on the open market with the proceeds of an option exercise. Shares delivered to or withheld by the Company to pay the withholding taxes for awards other than options or SARs under this Plan shall be added to the shares available for grant and shall again be available for issuance under this Plan, in accordance with Section 1.5(d) below.

(3)The number of shares that again become available for the grant of awards under the Plan pursuant to this Section 1.5 shall be added on a one-for-one basis, except that with respect to awards other than options or SARs that were granted under the Plan prior to the Effective Date, any shares subject to such awards that again become available for grant shall be added as 2.63 shares for each one share subject to such an award.

(4)The number of shares of Common Stock available for awards under this Plan shall not be reduced by (i) the number of shares of Common Stock subject to Substitute Awards or (ii) available shares under a stockholder approved plan of a company or other entity which was a party to a corporate transaction with the Company (as appropriately adjusted to reflect such corporate transaction) which become subject to awards granted under this Plan (subject to applicable stock exchange requirements).

(5)Shares of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof.

vi.
Per Person Limits. To the extent necessary for an award to be qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder (i) the maximum number of shares of Common Stock with respect to which options or SARs, or a combination thereof, may be granted during any fiscal year of the Company to any person shall be 1,000,000, subject to adjustment as provided in Section 5.7; (ii) the maximum number of shares of Common Stock with respect to which Stock Awards subject to Performance Measures or Performance Awards denominated in Common Stock that may be earned by any person for each 12-month period during a Performance Period shall be 1,000,000, subject to adjustment as provided in Section 5.7; and (iii) the maximum amount that may be earned by any person for each 12-month period during a Performance Period with respect to Performance Awards denominated in cash shall be $3,500,000.

vii.
Non-Employee Director Limits.Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all awards granted under the Plan to any Non-Employee Director during any single calendar year plus the total cash payments paid to such Non-

Employee Director for services rendered for the same calendar year shall not, in the aggregate, exceed $500,000; provided, however, that the limitation described in this Section 1.7 shall be determined without regard to amounts paid to a Non-Employee Director during any period in which such individual was an employee or consultant (other than grants of awards paid for service in their capacity as a Non-Employee Director), and any severance and other payments such as consulting fees paid to a Non-Employee Director for such director’s prior or current service to the Company other than serving as a director shall not be taken into account in applying the limit provided above. For the avoidance of doubt, any compensation that is deferred shall be counted toward this limit for the year in which it was first earned, and not when paid or settled if later.

II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

i.
Stock Options. The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible persons as may be selected by the Committee, except that an Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an employee of the Company, a parent corporation of the Company or a Subsidiary corporation, subject to the requirements of Section 422 of the Code. Each option, or portion thereof, that is not an Incentive Stock Option shall be a Nonqualified Stock Option. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which options designated as Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently $100,000) established by the Code, such options shall constitute Nonqualified Stock Options.

Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:

(1)Number of Shares and Purchase Price. The number of shares of Common Stock subject to an option and the purchase price per share of Common Stock purchasable upon exercise of the option shall be determined by the Committee; provided, however, that the purchase price per share of Common Stock purchasable upon exercise of an option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such option; providedfurther, that if an Incentive Stock Option shall be granted to any person who, at the time such option is granted, owns capital stock possessing more than 10 percent of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “Ten Percent Holder”), the purchase price per share of Common Stock shall not be less than the price (currently 110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option.

Notwithstanding the foregoing, in the case of an option that is a Substitute Award, the purchase price per share of the shares subject to such option may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate purchase price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the

shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate purchase price of such shares.

(2)Option Period and Exercisability. The period during which an option may be exercised shall be determined by the Committee; provided, however, that no option shall be exercised later than ten (10) years after its date of grant; providedfurther, that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five years after its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an option or to the exercisability of all or a portion of an option. The Committee shall determine whether an option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An exercisable option, or portion thereof, may be exercised only with respect to whole shares of Common Stock.

Notwithstanding the foregoing, in the event that on the last business day of the term of an option (other than an Incentive Stock Option) (i) the exercise of the option is prohibited by applicable law or (ii) shares of Common Stock may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the option shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement, subject to the requirements of Section 409A of the Code.

(3)Method of Exercise. An option may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, (D) in cash by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (E) a combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the option, (ii) if applicable, by surrendering to the Company any Tandem SARs which are cancelled by reason of the exercise of the option and (iii) by executing such documents as the Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the optionee. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).

Notwithstanding the foregoing, an option Agreement may provide that if on the last day of the term of an option the Fair Market Value per share of Common Stock exceeds the option purchase price per share of Common Stock, the option holder has not exercised the option (or a Tandem SAR, if applicable) and the option has not expired, the option shall be deemed to have

been exercised by the holder thereof on such day with payment made by withholding shares of Common Stock otherwise issuable in connection with the exercise of the option. In such event, the Company shall deliver to the option holder the number of shares of Common Stock for which the option was deemed exercised, less the number of shares required to be withheld for the payment of the total purchase price and required withholding taxes (subject to the requirements of Section 5.5); provided, however, any fractional share shall be settled in cash.

ii.
Stock Appreciation Rights. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by the Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.

SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:

(1)Number of SARs and Base Price. The number of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR shall be the purchase price per share of Common Stock of the related option. The base price of a Free-Standing SAR shall be determined by the Committee; provided, however, that such base price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such SAR (or, if earlier, the date of grant of the option for which the SAR is exchanged or substituted).

Notwithstanding the foregoing, in the case of an SAR that is a Substitute Award, the base price per share of the shares subject to such SAR may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate base price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate base price of such shares.

(2)Exercise Period and Exercisability. The period for the exercise of an SAR shall be determined by the Committee; provided, however, that no SAR shall be exercised later than ten (10) years after its date of grant; providedfurther, that no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination of the related option. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole shares of Common Stock and, in the case of a FreeStanding SAR, only with respect to a whole number of SARs. If an SAR is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c), or such shares shall be transferred to the holder in book entry form with restrictions on the shares duly noted, and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as

determined pursuant to Section 3.2(d). Prior to the exercise of an SAR, the holder of such SAR shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such SAR.

Notwithstanding the foregoing, in the event that on the last business day of the term of an SAR (i) the exercise of the SAR is prohibited by applicable law or (ii) shares of Common Stock may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the SAR shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement, subject to the requirements of Section 409A of the Code.

(3)Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice to the Company specifying the number of whole SARs which are being exercised, (ii) by surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised (A) by giving written notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing such documents as the Company may reasonably request. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).

Notwithstanding the foregoing, an SAR Agreement may provide that if on the last day of the term of an SAR the Fair Market Value per share of Common Stock exceeds the base price per share of Common Stock, the holder of the SAR has not exercised the SAR (or the related option in the case of a Tandem SAR) and the SAR has not expired, the SAR shall be deemed to have been exercised by the holder thereof on such day. In such event, the Company shall withhold from delivery to the SAR holder the number of shares of Common Stock required to be withheld for the payment of required withholding taxes (subject to the requirements of Section 5.5); provided, however, any fractional share shall be settled in cash.

iii.
Termination of Employment or Service. All of the terms relating to the exercise, cancellation or other disposition of an option or SAR (i) upon a termination of employment with or service to the Company of the holder of such option or SAR, as the case may be, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award Agreement.

iv.
No Repricing. Subject to Section 5.7, the Committee shall not without the approval of the stockholders of the Company, (i) reduce the purchase price or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for another option or SAR with a lower purchase price or base price or (iii) cancel any previously granted option or SAR in exchange for cash or another award if the purchase price of such option or the base price of such SAR exceeds the Fair Market Value of a share of Common Stock on the date of such cancellation, in each case other than in connection with a Change in Control.

v.
Dividend Equivalents. Notwithstanding anything in an Agreement to the contrary, the holder of an option or SAR shall not be entitled to receive dividend equivalents with respect to the number of shares of Common Stock subject to such option or SAR.

III. STOCK AWARDS

i.
StockAwards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award or Restricted Stock Unit Award.

ii.
Terms of Restricted Stock Awards. Restricted Stock Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(1)Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee.

(2)Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

(3)Stock Issuance. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock Award shall be registered in the holder’s name and may bear a legend, in addition to any legend which may be required pursuant to Section 5.6, indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the restrictions, terms and conditions of this Plan and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Restricted Stock Award in the event such award is forfeited in whole or in part. Upon termination of any applicable Restriction Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company’s right to require payment of any taxes in accordance with Section 5.5, the restrictions shall be removed from the requisite number of any shares of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such award.

(4)Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a

Restricted Stock Award, the holder of such award shall have all rights as a stockholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Stock; provided, however, that (i) a distribution with respect to shares of Common Stock, other than a regular cash dividend, and (ii) a regular cash dividend with respect to shares of Common Stock that are subject to time-based or performance-based vesting conditions, in each case, shall be deposited with the Company and shall be subject to the same restrictions as the shares of Common Stock with respect to which such distribution was made.

iii.
Terms of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(1)Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Unit Award and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee.

(2)Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

(3)Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall specify (i) whether such award may be settled in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof shall be entitled to receive dividend equivalents, and, if determined by the Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Any dividend equivalents with respect to Restricted Stock Units that are subject to time-based or performance-based vesting conditions shall be subject to the same restrictions as such Restricted Stock Units. Prior to the settlement of a Restricted Stock Unit Award, the holder of such award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award.

iv.
Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of the Restriction Period or Performance Period relating to a Stock Award, or any forfeiture and cancellation of such award (i) upon a termination of employment with or service to the Company of the holder of such award, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award Agreement.

v.
Minimum Vesting Conditions. No Stock Award shall become fully vested prior to the first anniversary of the date of grant; provided, that such restrictions shall not apply to (i) Stock

Awards to newly hired employees, (ii) performance-based Stock Awards, (iii) Stock Awards granted in connection with acquisitions (whether by asset purchase, merger or otherwise) or (iv) Stock Awards granted in lieu of a cash bonus; and, provided further, that the Committee may grant Stock Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 1.5 (subject to adjustment under Section 5.7). Notwithstanding the foregoing, any award Agreement may provide that all or a portion of the shares subject to such Stock Award vest immediately or, alternatively, vest in accordance with the vesting schedule but without regard to the requirement for continued employment in the event of a Change in Control, or in the case of termination of employment, including due to death, disability, layoff, retirement or divestiture.

IV. PERFORMANCE AWARDS

i.
Performance Awards. The Committee may, in its discretion, grant Performance Awards to such eligible persons as may be selected by the Committee.

ii.
Terms of Performance Awards. Performance Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(1)Value of Performance Awards and Performance Measures. The method of determining the value of the Performance Award and the Performance Measures and Performance Period applicable to a Performance Award shall be determined by the Committee.

(2)Vesting and Forfeiture. The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Award if the specified Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of such award if the specified Performance Measures are not satisfied or met during the specified Performance Period.

(3)Settlement of Vested Performance Awards. The Agreement relating to a Performance Award shall specify whether such award may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. If a Performance Award is settled in shares of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book entry form or a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c) and the holder of such Restricted Stock shall have such rights as a stockholder of the Company as determined pursuant to Section 3.2(d). Any dividends or dividend equivalents with respect to an unvested Performance Award shall be subject to the same restrictions as such Performance Award. Prior to the settlement of a Performance Award in shares of Common Stock, including Restricted Stock, the holder of such award shall have no rights as a stockholder of the Company.

iii.
Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of the Performance Period relating to a Performance Award, or any forfeiture and cancellation of such award (i) upon a termination of employment with or service to the Company of the holder of such award, whether by reason of disability,

retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award Agreement.

V. GENERAL

i.
EffectiveDateand TermofPlan. This Plan, as hereby amended and restated, shall become effective on November 19, 2019 (the “Effective Date”), the date on which it was approved and adopted by the Board, subject to approval by the stockholders of the Company at the Company’s annual meeting to be held on January 8, 2020. The Plan shall terminate on the tenth anniversary of the Effective Date, unless terminated earlier by the Board. Termination of this Plan shall not affect the terms or conditions of any award granted prior to termination. Awards hereunder may be made at any time prior to the termination of this Plan. In the event that this amendment and restatement of the Plan is not approved by the stockholders of the Company, the terms of the Plan as approved by the stockholders of the Company prior to amendment and restatement of the Plan will continue in effect and the Plan will terminate on November 27, 2022.

ii.
Amendments. The Board may amend this Plan as it shall deem advisable; provided, however, that no amendment to the Plan shall be effective without the approval of the Company’s stockholders if (i) stockholder approval is required by applicable law, rule or regulation, including Section 162(m) of the Code and any rule of The New York Stock Exchange, or any other stock exchange on which the Common Stock is then traded, or (ii) such amendment seeks to modify Section 2.4 hereof; providedfurther, that no amendment may impair the rights of a holder of an outstanding award without the consent of such holder.

iii.
Agreement. Each award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable to such award. No award shall be valid until an Agreement is executed by the Company and, to the extent required by the Company, either executed by the recipient or accepted by the recipient by electronic means approved by the Company within the time period specified by the Company. Upon such execution or execution and electronic acceptance, and delivery of the Agreement to the Company, such award shall be effective as of the effective date of grant set forth in the Agreement.

iv.
Non-Transferability. No award shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or, to the extent expressly permitted in the Agreement relating to such award, to the holder’s family members, a trust or entity established by the holder for estate planning purposes or a charitable organization designated by the holder, in each case, without consideration. Except to the extent permitted by the foregoing sentence or the Agreement relating to an award, each award may be exercised or settled during the holder’s lifetime only by the holder or the holder’s legal representative or similar person. Except as permitted by the second preceding sentence, no award may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any award, such award and all rights thereunder shall immediately become null and void.

v.
Tax Withholding. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an award made

hereunder, payment by the holder of such award of any federal, state, local or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company; (B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation; (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, equal to the amount necessary to satisfy any such obligation; (D) in the case of the exercise of an option, a cash payment by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (E) any combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the award. Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the maximum statutory tax rate in the employee’s applicable jurisdiction; provided that the Company shall be permitted to limit the number of shares so withheld to a lesser number if necessary, in the judgment of the Committee, to avoid adverse accounting consequences or for administrative convenience; and provided further that any shares of Common Stock that are withheld above the minimum statutory rate with respect to awards granted on or after the Effective Date shall not be added back to the share pool pursuant to Section 1.5 of the Plan and shall not again be available for awards under the Plan. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder.

vi.
Restrictions on Shares. Each award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing shares of Common Stock delivered pursuant to any award made hereunder bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.

vii.
Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the number and class of securities available under this Plan, the terms of

each outstanding option and SAR (including the number and class of securities subject to each outstanding option or SAR and the purchase price or base price per share), the terms of each outstanding Restricted Stock Award and Restricted Stock Unit Award (including the number and class of securities subject thereto), the terms of each outstanding Performance Award (including the number and class of securities subject thereto), shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs without an increase in the aggregate purchase price or base price and in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

viii.
Change in Control.

(1)Subject to the terms of the applicable award Agreement, in the event of a Change in Control, the Board (as constituted prior to such Change in Control) may, in its discretion:

(i) provide that (A) some or all outstanding options and SARs shall become exercisable in full or in part, either immediately or upon a subsequent termination of employment, (B) the Restriction Period applicable to some or all outstanding Restricted Stock Awards and Restricted Stock Unit Awards shall lapse in full or in part, either immediately or upon a subsequent termination of employment, (C) the Performance Period applicable to some or all outstanding awards shall lapse in full or in part, and (D) the Performance Measures applicable to some or all outstanding awards shall be deemed to be satisfied at the target or any other level;

(ii) require that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the shares of Common Stock subject to an outstanding award, with an appropriate and equitable adjustment to such award as shall be determined by the Board in accordance with Section 5.7; and/or

(iii) require outstanding awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by the Company, and to provide for the holder to receive (A) a cash payment in an amount equal to (1) in the case of an option or an SAR, the aggregate number of shares of Common Stock then subject to the portion of such option or SAR surrendered multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock as of the date of the Change in Control, over the purchase price or base price per share of Common Stock subject to such option or SAR, (2) in the case of a Stock Award or a Performance Award denominated in shares of Common Stock, the aggregate number of shares of Common Stock then subject to the portion of such award surrendered, multiplied by the Fair Market Value of a share of Common Stock as of the date of the Change in Control, and (3) in the case of a Performance Award denominated in cash, the value of the Performance Award then subject to the portion of such award surrenderedto the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to Section

5.8(a)(i); (B) shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, having a fair market value not less than the amount determined under clause (A) above; or (C) a combination of the payment of cash pursuant to clause (A) above and the issuance of shares pursuant to clause (B) above.

(2)A “Change in Control” means any of the following events:

(i)  any Person becomes the “beneficial owner” (as defined in Rule 13d-3 or Rule 13d-5 under the Exchange Act), directly or indirectly, of 25% or more of the combined voting power of the Company’s then outstanding voting securities;

(ii)  the Incumbent Board ceases for any reason to constitute at least the majority of the Board; provided, however, that any person becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders was approved by a vote of at least 75% of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this subsection (ii), considered as though such person were a member of the Incumbent Board;

(iii) all or substantially all of the assets of the Company are sold, transferred or conveyed and the transferee of such assets is not controlled by the Company (control meaning the ownership of more than 50% of the combined voting power of such entity’s then outstanding voting securities); or

(iv)  the Company is reorganized, merged or consolidated, and the stockholders of the Company immediately prior to such reorganization, merger or consolidation own in the aggregate 50% or less of the outstanding voting securities of the surviving or resulting corporation or entity from such reorganization, merger or consolidation.

Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of an award hereunder by virtue of any transaction which results in the Company, any affiliate of the Company or any profit-sharing plan, employee stock ownership plan or employee benefit plan of the Company or any affiliates (or any trustee of or fiduciary with respect to any such plan acting in such capacity) acquiring, directly or indirectly, 25% or more of the combined voting power of the Company’s then outstanding voting securities.

Notwithstanding the foregoing provisions of this Section 5.8(b), in the event an award issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Change in Control” for purposes of such award shall be the definition provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

ix.
Deferrals.The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a combination thereof, upon the exercise or settlement of all or a portion of any award (other than awards of Incentive Stock Options, Nonqualified Stock Options and SARs) made hereunder shall be deferred, or the Committee may, in its sole discretion, approve deferral elections made by holders of awards. Deferrals shall be for such periods and upon such

terms as the Committee may determine in its sole discretion, subject to the requirements of Section 409A of the Code.

x.
NoRight ofParticipation, Employment or Service. Unless otherwise set forth in an employment agreement, no person shall have any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment by or service with the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment or service of any person at any time without liability hereunder.

xi.
Rights as Stockholder. No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security.

xii.
Awards Subject to Clawback.  The awards granted under the Plan and any cash payment or shares of Common Stock delivered pursuant to such an award are subject to forfeiture, recovery by the Company or other action pursuant to the applicable Agreement or any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

xiii.
Designation of Beneficiary. A holder of an award may file with the Company a written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an outstanding option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise such option or SAR pursuant to procedures prescribed by the Company. Each beneficiary designation shall become effective only when filed in writing with the Company during the holder’s lifetime on a form prescribed by the Company. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Company of a new beneficiary designation shall cancel all previously filed beneficiary designations. If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding award held by such holder, to the extent vested or exercisable, shall be payable to or may be exercised by such holder’s executor, administrator, legal representative or similar person.

xiv.
Governing Law. This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

xv.
Foreign Employees. Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals and/or reside outside the U.S. on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans

and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees.

EX-10.3

COMMERCIAL METALS COMPANY

RESTRICTED STOCK UNIT AWARD AGREEMENT

%%FIRST_NAME%-% %%LAST_NAME%-%

(the “Participant”)

has been granted a Restricted Stock Unit Award (the “RSU Award” or the “Award”), which is described in this Award Agreement (the “Agreement”) in accordance with Section 3 of the Commercial Metals Company (the “Company”) 2013 Long-Term Equity Incentive Plan (the “Plan”). The “Date of Grant” is %%OPTION_DATE%%.

This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control in the event any provision of this Agreement is inconsistent with and not permitted by the provisions of the Plan. The capitalized terms used but not defined in this Agreement that are defined in the Plan shall have the meanings assigned to them in the Plan.

1. Restricted Stock Unit Award. The number of shares of Common Stock that may be delivered pursuant to this RSU Award is %%TOTAL_SHARES_GRANTED%-%.

a. Vesting; Timing of Delivery of Shares.

(i) Subject to the remainder of this Agreement, provided the Participant is actively employed by the Company or a Subsidiary on the applicable vesting date, the RSU Award shall vest in the form of shares of Company Common Stock and become payable as follows:

(A) One-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the first anniversary of the Date of Grant.

(B) One-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the second anniversary of the Date of Grant.

(C) The remaining one-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the third anniversary of the Date of Grant.

Each of the periods described in clauses (A), (B), and (C) above is a “Vesting Year.”

(ii) Upon (A) the Participant’s death or (B) the Participant’s Termination of Service as a result of Total and Permanent Disability (other than a Qualifying Termination under Section 1.a.(iii)), a pro rata portion of the unvested RSU Award shall automatically become vested and payable. Such pro-rata portion shall equal the number of shares of Common Stock that would have become vested pursuant to Section 1.a.(i) at the end of the then-current Vesting Year multiplied by a fraction, the numerator of which

1

is the number of days during the then-current Vesting Year prior to the date of such event, and the denominator of which is the number of days in the then-current Vesting Year.

(iii) Notwithstanding Section 1.a.(i), in the event of the Participant’s (A) Termination of Service as a result of Total and Permanent Disability, (B) Qualifying Retirement or (C) Termination of Service by the Company or a Subsidiary without Cause or by the Participant for Good Reason, in each case within 24 months after the occurrence of a Change in Control which is also a “change in control event” under Treasury Regulation Section 1.409A-3(i)(5) (a “Qualifying Termination”), 100% of the as-yet unvested RSU Award shall automatically become fully vested and payable upon the date of the Qualifying Termination.

(iv) Notwithstanding anything in this Section 1.a. to the contrary, in the event of the Participant’s Qualifying Retirement (other than a Qualifying Termination), the RSU Award shall continue to vest and become payable as set forth in Section 1.a.(i)subject to the Participant’s compliance with the Restrictive Covenants. Notwithstanding the foregoing, the Committee shall have the sole authority to determine whether a Termination of Service is a Qualifying Retirement for the purposes of Section 1.a. As an inducement to the Company to continue vesting the Award in accordance with this Section 1.a.(iv), the Participant represents to, and covenants with or in favor of, the Company that the Participant will comply with all of the restrictive covenants set out in Attachment A to this Agreement (the “Restrictive Covenants”), which Attachment A shall be considered a part of this Agreement, as a condition to the continuation of vesting of the Award following a Qualifying Retirement. Such Restrictive Covenants shall be in addition to, and not in lieu of, any other restrictive covenants to which the Participant may be subject under the terms of an employment agreement with the Company or otherwise.

(v) Subject to Section 15, in the event of vesting of any shares of Common Stock subject to this Award following the completion of a Vesting Year or pursuant to the Participant’s death, Termination of Service due to Total and Permanent Disability or a Qualifying Termination, the Company shall deliver to the Participant (or the Participant’s personal representative) the number of shares of Common Stock equal to the number of units of the RSU Award which have become vested as soon as practical after the applicable vesting date (but in no event later than 60 days following such date).

b. Forfeiture of RSU Award. Any portion of the RSU Award that does not become vested and payable in shares of Common Stock in accordance with this Section 1 shall be forfeited on the date of the Participant’s Termination of Service.

2. Definitions. For purposes of this Agreement, the following terms shall have the meaning set forth below:

“Cause” means (A) material misappropriation with respect to the business or assets of the Company; (B) persistent refusal or willful failure constituting gross dereliction by the Participant to substantially perform the Participant’s duties and responsibilities to the Company, which continues after the Participant receives written notice from the Company of such refusal or failure and which is not remedied by the Participant within thirty (30) days following receipt of the Company’s written notice; (C)

2

conviction of a felony or crime involving fraud, dishonesty or moral turpitude; or (D) the use of drugs or alcohol that interferes materially with the Participant’s performance of his or her duties.

“Good Reason” means the occurrence, without the Participant’s written consent, of any of the following conditions or events: (A) the material failure to maintain the Participant in the office or position, or in a substantially equivalent office or position, held by the Participant immediately prior to the date of the Change in Control; (B) a material adverse change in the nature or scope of the Participant’s position, duties, powers, functions or responsibilities as compared to the nature or scope of such position, duties, powers, functions or responsibilities immediately prior to the date of the Change in Control; provided, however, that a diminution of the Participant’s duties, functions or responsibilities attributable solely to the Company ceasing to be a public company on or after the date of the Change in Control shall not alone constitute a material adverse change; (C) any failure by the Company to provide the Participant with the compensation and material benefits provided to the Participant immediately prior to the date of the Change in Control, including any material reduction in the Participant’s annual base salary; (D) the failure of any successor to the Company to assume this Agreement; or (E) any requirement by the Company that the Participant relocate more than 50 miles from the Participant’s principal workplace.

Notwithstanding the foregoing, an act or omission shall not constitute Good Reason unless (i) the Participant gives written notice to the Company indicating that the Participant intends to terminate employment for Good Reason, (ii) the Participant’s resignation occurs within sixty (60) days after the Participant knows or reasonably should know of a condition or event described above, or within sixty (60) days after the last in a series of such events, and (iii) the Company has failed to remedy such condition or event within thirty (30) days after receiving the Participant’s written notice. If the Company remedies the condition or event described in the Participant’s written notice within thirty (30) days after receiving such notice, then such condition or event will not constitute Good Reason for purposes of this Agreement.

“Qualifying Retirement” means that the Compensation Committee of the Board of Directors of the Company (“Committee”), in its sole discretion, determines that the sole reason for the Participant’s Termination of Service on or after the six month anniversary of the Date of Grant is a Qualifying Retirement. The following thresholds shall act as triggers for an analysis by the Committee of whether such Termination of Service is a Qualifying Retirement: (A) Termination of Service solely due to retirement following the attainment of age sixty-two (62) or permitted early retirement as determined by the Committee; (B) Termination of Service solely due to retirement following the attainment of age fifty-five (55) and ten (10) years of employment with the Company or any Subsidiary; or (C) Termination of Service solely due to retirement following the attainment of age fifty (50) and fifteen (15) years of employment with the Company or any Subsidiary, or (D) Termination of Service for other reasons as determined by the Committee; provided that under no circumstance will a Termination of Service prior to the six month anniversary of the Date of Grant be considered a Qualifying Retirement.

“Termination of Service” occurs when the Participant ceases to serve as an employee of the Company or a Subsidiary for any reason.

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“Total and Permanent Disability” means a Participant is qualified for long-term disability benefits under the Company’s or a Subsidiary’s disability plan or insurance policy; or, if no such plan or policy is then in existence or if the Participant is not eligible to participate in such plan or policy, that the Participant, because of a physical or mental condition resulting from bodily injury, disease, or mental disorder is unable to perform his or her duties of employment for a period of six (6) continuous months, as determined in good faith by the Committee, based upon medical reports or other evidence satisfactory to the Committee.

3. Restrictions on Award and Rights of a Stockholder. The Participant will not be treated as a stockholder with respect to any shares of Common Stock covered by this Agreement until the shares are entered by book entry registration in the Company’s direct registration services or the issuance of a certificate or certificates to the Participant for the shares. Subject to the provisions of the Plan, until the date shares of Common Stock are delivered to the Participant under this Award (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any portion of the Award or any shares of Common Stock that may be delivered under the Award. All of the rights of the Participant in the Award and the Common Stock issued upon vesting of the Award are subject to Section 16 of this Agreement.

4. Book Entry or Certificate Issuance of Shares and Legend. All shares of Common Stock delivered shall be represented by, at the option of the Company, either book entry registration in the Company’s direct registration services or by a certificate. If the Common Stock was not issued in a transaction registered under the federal and state securities laws, all shares of Common Stock delivered under the Award that are issued in certificate form shall bear a restrictive legend and shall be held indefinitely, unless they are subsequently registered under the federal and state securities laws or the Participant obtains an opinion of counsel, satisfactory to the Company, that registration is not required. All shares of Common Stock delivered that are issued in book entry direct registration services form shall be subject to the same restrictions described in a restrictive legend.

5. Specific Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement.

6. Investment Representation. Unless the Common Stock is issued to him in a transaction registered under federal and state securities laws, the Participant represents and warrants that all Common Stock which may be acquired hereunder will be acquired by the Participant for investment purposes for his own account and not with any intent for resale or distribution in violation of federal or state securities laws.

7. Participant’s Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for his review by the Company, and represents that he is familiar with the terms of the Plan, and accepts this Award subject to all the terms of the Plan. The Participant agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.

8. Law Governing; Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of Delaware law that might refer the governance, construction, or interpretation of this Agreement to the

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laws of another state). Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought in the courts of the State of Texas, County of Dallas, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of Texas, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or convenience of forum, agrees that all claims in respect of the proceedings shall be heard and determined only in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement in any other court.

9.Legal Construction. In the event that any term of this Agreement is held by a court to be invalid in any respect, the invalid term shall not affect any other term that is contained in this Agreement and this Agreement shall be construed in all respects as if the invalid term had never been contained herein.

10. Entire Agreement. This Agreement together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter of this Agreement and constitute the sole agreements between the parties with respect to the subject matter.

11. Parties Bound. The terms that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment set forth in this Agreement.

12. Amendment. The provisions of this Agreement may be amended or waived only by the written agreement of the Company and the Participant, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement; provided, however, that the Company may change or modify the terms of this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder or as necessary to comply with any other applicable law. Notwithstanding the preceding sentence, the Company may amend the Plan or revoke the Award to the extent permitted by the Plan.

13. Notice. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company or by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith:

Notice to the Company shall be addressed and delivered as follows:

Commercial Metals Company

6565 N. MacArthur, Suite 800

Irving, Texas 75039

Attn: Corporate Secretary

Facsimile: (214) 689-4326

Notice to the Participant shall be addressed and delivered as set forth on the signature page

14. Withholding Taxes.

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a. The Participant should consult immediately with his own tax advisor regarding the tax consequences of this Agreement. The Company (or a Subsidiary that is the Participant’s employer) (for purposes of this Section 14 “Company” includes any applicable Subsidiary) shall have the right to deduct from all amounts paid in stock, cash or any other form, any taxes required by law to be withheld in connection with this Award (the “Required Tax Payments”). The Company may also require the Participant receiving shares of Common Stock to pay the Company the Required Tax Payments. Such payments shall be made when requested by Company and may be required prior to the delivery of any book entry registration or certificate representing shares of Common Stock.

b. The Participant may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a check or cash payment to the Company, (2) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold whole shares of Common Stock which would otherwise be issued or transferred to the Participant having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments (the “Share Retention Method”) or (4) any combination of (1), (2) and (3); provided, however, if the Participant is subject to Section 16 of the Exchange Act, his withholding obligations under this Section 14 shall be satisfied by the Share Retention Method, and neither the Company nor the Committee shall have any discretion to permit the satisfaction of such withholding obligation by any other means. Shares of Common Stock to be delivered to the Company or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the maximum statutory tax rate in the employee’s applicable jurisdiction; provided that the Company shall be permitted to limit the number of shares so withheld to a lesser number if necessary, in the judgment of the Committee, to avoid adverse accounting consequences or for administrative convenience. Any fraction of a share of Common Stock which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Participant. No book entry registration or certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full.

15. Section 409A; Delay of Payment.

a. It is intended that the payments and benefits provided under this Agreement either will be exempt from the application of the requirements of Section 409A of the Code pursuant to the short-term deferrals exception described in Treasury Regulation Section 1.409A-1(b)(4), or will comply with the requirements of Section 409A and the Treasury Regulations thereunder. The Agreement shall be interpreted, construed, administered, and governed in a manner that effects such intent, and the Company shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax upon the Participant under Section 409A of the Code.

b. To the extent (i) any payment to which the Participant becomes entitled under this Agreement upon the Participant’s “separation from service” (within the meaning of Section 409A of the Code) constitutes deferred compensation subject to Section 409A of the Code and (ii) the Participant is deemed at the time of such separation from service to be a “specified employee” under Section 409A of the Code, then any payment that would be payable under this Agreement prior to the six-month anniversary of the Participant’s separation from service shall be

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delayed until the earlier of (x) the expiration of the six (6) month period measured from the date of the Participant’s separation from service; and (y) the date of the Participant’s death following such separation from service.

        16. Forfeiture or Recovery. Notwithstanding anything to the contrary in the Plan, if the Committee determines, in its sole discretion, that the Participant has engaged in fraud or misconduct that relates to, in whole or in part, the need for a required restatement of the Company’s financial statements filed with the Securities and Exchange Commission, the Committee will review all incentive compensation awarded to or earned by the Participant, including, without limitation, any Award under the Plan, with respect to fiscal periods materially affected by the restatement and may cause to be forfeited any vested or unvested Awards and may recover from the Participant all incentive compensation to the extent that the Committee deems appropriate after taking into account the relevant facts and circumstances. Any recoupment hereunder may be in addition to any other remedies that may be available to the Company under any other agreement or applicable law, including disciplinary action up to and including termination of employment.

        17. Adjustment of Awards. The number of hypothetical shares of Common Stock subject to the Award shall be subject to adjustment in accordance with the Plan.

18. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

19. Waiver. The Participant acknowledges that the waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other Participant.

20. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan and on the Awards, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

* * * * * * * * * * * *

IN WITNESS WHEREOF, this Agreement has been executed by a duly authorized officer of the Company, and the Participant, to evidence his consent and approval of all the terms of this Agreement, has duly executed this Agreement, as of the Date of Grant.

COMPANY:

COMMERCIAL METALS COMPANY

By:

Name:

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Title:

PARTICIPANT:

Signature

Name:  

Address: 

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COMMERCIAL METALS COMPANY

Attachment Ato Award Agreement

Restrictive Covenants

The Company and the Participant acknowledge and agree that during the course of the Participant’s employment by the Company, he or she has been provided access to confidential information of the Company and its Affiliates, has been provided with specialized training on how to perform his or her duties, and has been provided contact with the Company’s and Affiliates’ customers and potential customers throughout the world. The Participant further recognizes and agrees that the Company and its Affiliates have devoted a considerable amount of time, effort, and expense to develop its confidential information, training, and business goodwill, all of which are valuable assets to the Company; that the Participant has had broad responsibilities regarding the management and operation of the Company’s and Affiliates’ world-wide operations, as well as its marketing and finances, its existing and future business plans, customers and technology; and disclosure or use of the Company’s or Affiliates’ confidential information and additional information described herein to which the Participant has had access, would cause irreparable harm to the Company. Therefore, in consideration of all of the foregoing, the Company and the Participant agree as follows:

1.Non-Competition After Qualifying Retirement. As stated above, the Participant has received confidential information by virtue of his or her employment in an executive capacity with the Company. Accordingly, the Participant agrees that upon his or her Qualifying Retirement and for the period thereafter ending on the date of final vesting and settlement of all Units granted under the Award (the “Non-Compete Period”), he or she will not compete with the Company or Affiliates in any location in the world in which the Company or Affiliates have operations as of the date of the Participant’s Qualifying Retirement, by engaging in the conception, design, development, production, marketing, selling, sourcing or servicing of any product or providing of any service that is substantially similar to the products or services that the Company or any of its Affiliates provided during the Participant’s employment or planned to provide during the Participant’s employment and of which the Participant had knowledge, responsibility or authority, and that he will not work for, assist, or become affiliated or connected with, as an owner, partner, consultant, or in any other capacity, either directly or indirectly, any individual or business which offers or performs services, or offers or provides products substantially similar to the services and products provided by the Company or Affiliates during the Participant’s employment, or that were planned to be provided during the Participant’s employment and of which the Participant had knowledge, responsibility or authority. Additionally, during the Non-Compete Period, the Participant will not accept employment with or provide services in any capacity to any individual, business entity, investor or investment fund that is actively involved in or assessing an acquisition of a controlling interest in the Company or purchase of substantially all assets of the Company. The restrictive covenants set forth in this Attachment A are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company.

2.Non-Solicitation of Customers and Employees. The Participant further agrees that during the Non-Compete Period he or she will not either directly or indirectly, on his or her own behalf or on behalf of others solicit or accept any business from any customer or supplier or prospective customer or supplier with whom the Participant personally dealt or solicited or had contact with at any time during the Participant’s employment; solicit, recruit or otherwise attempt to hire, or personally cause to hire any of the then current employees or consultants of the Company or any of its Affiliates, or former employees or

Commercial Metals Company 2013 Long-Term Equity Incentive Plan

Award Agreement for GLT

Attachment A

consultants who were employees or consultants of the Company or any of its Affiliates during the preceding twelve months, to work or perform services for the Participant or for any other entity, firm, corporation, or individual; or solicit or attempt to influence any of the Company’s or any of its Affiliates’ then current customers or clients to purchase any products or services substantially similar to the products or services provided by the Company or Affiliates during the Participant’s employment (or that were planned to be provided during the Participant’s employment) from any business that offers or performs services or products substantially similar to the services or products provided by the Company or Affiliates.

3.Reformation. The Participant and the Company agree that if any of the covenants contained in this Attachment A is held by any court to be effective in any particular area or jurisdiction only if said covenant is modified to limit in its duration or scope, then the court shall have such authority to so reform the covenant and the Parties shall consider such covenant or covenants or other provisions of this Attachment A to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court and, as to all other jurisdictions, the covenants contained herein shall remain in full force and effect as originally written. Should any court hold that these covenants are void or otherwise unenforceable in any particular area or jurisdiction, then the Company may consider such covenants or provisions of this Attachment A to be amended and modified so as to eliminate therefrom the particular area or jurisdiction as to which such covenants are so held void or otherwise unenforceable and, as to all other areas and jurisdictions covered hereunder, the covenants contained herein shall remain in full force and effect as originally written.

Commercial Metals Company 2013 Long-Term Equity Incentive Plan

Award Agreement for GLT

Attachment A

EX-10.4

COMMERCIAL METALS COMPANY

PERFORMANCE AWARD AGREEMENT

%%FIRST_NAME%-% %%LAST_NAME%-%

(the “Participant”)

has been granted a Performance Award (the “Award”), which is described in this Award Agreement (the “Agreement”) in accordance with Section 4 of the Commercial Metals Company (the “Company”) 2013 Long-Term Equity Incentive Plan (the “Plan”). The “Date of Grant” is %%OPTION_DATE%-%. The Performance Period is three years, being September 1, 2020 to August 31, 2023 (the “Performance Period”).

This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control in the event any provision of this Agreement is inconsistent with and not permitted pursuant to the provisions of the Plan. The capitalized terms used but not defined in this Agreement that are defined in the Plan shall have the meanings assigned to them in the Plan.

1. Performance Award. This Award is a stock-settled award based on achievement of performance goals and objectives set forth in this Agreement, which at the Target level of performance shall entitle the Participant to %%TOTAL_SHARES_GRANTED%-%units (“Units”), each of which shall represent the right to receive a share of Common Stock.

a. Vesting; Timing of Delivery of Shares.

(i) Performance Vesting. Subject to the remainder of this Agreement, the Award shall vest on the last day of the Performance Period, subject to the Participant remaining actively employed by and providing services to the Company or a Subsidiary on such date and based upon achievement of the performance goals and objectives during the Performance Period as described on the Schedule attached hereto, which is by this reference made a part hereof.

Notwithstanding the attainment of the performance goals and objectives or anything herein to the contrary, the Compensation Committee of the Board of Directors for the Company (“Committee”) shall have the sole and absolute discretion to reduce the number of shares of Common Stock that would otherwise be delivered to the Participant or to decide that no shares shall vest. The Company shall not settle the Award, unless and until the Committee has certified that the applicable performance goals and objectives have been satisfied, which certification shall occur as soon as practicable following the last day of the Performance Period.

In the event of vesting of the Award pursuant to this Section 1.a.(i), the Company shall deliver to the Participant (or the Participant’s personal representative) as soon as practical after the last day of the Performance Period, but in no event later than 60 days following such date, the number of shares of Common Stock equal to the number of Units of the Performance Award which have become vested.

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(ii) Accelerated Vesting Upon Death or Termination of Service Due to Total and Permanent Disability. Notwithstanding Section 1.a.(i), in the event of the Participant’s (A) death or (B) Termination of Service as a result of Total and Permanent Disability (other than a Qualifying Termination under Section 1.a.(iii)), the Award shall vest, with the vested value to be determined at the end of the Performance Period by multiplying the total number of Units that would be vested based on actual Company performance during the Performance Period, determined in accordance with Section 1.a.(i), by a fraction, the numerator of which is the number of days from the Date of Grant to the date of such event, and the denominator of which is the number of days in the full Performance Period. Such pro rata vested Award shall be settled not later than 60 days following the end of the Performance Period.

(iii) Accelerated Vesting Upon Qualifying Termination. Notwithstanding Section 1.a.(i), the Award shall automatically and immediately become vested as of the Participant’s (A) Termination of Service as a result of Total and Permanent Disability, (B) Qualifying Retirement or (C) Termination of Service by the Company or a Subsidiary without Cause or by the Participant for Good Reason, in each case within 24 months after the occurrence of a Change in Control which is also a “change in control event” under Treasury Regulation Section 1.409A-3(i)(5) (a “Qualifying Termination”) in accordance with this Section 1.a.(iii). The number of Units vesting as the result of a Qualifying Termination shall be equal to the number determined in accordance with the attached Schedule A, assuming achievement of the performance goals at the Target level through the end of the Performance Period. The vested Award shall be settled not later than 60 days following the date of the Qualifying Termination.

(iv) Continued Vesting in the Event of a Qualifying Retirement. Notwithstanding anything in this Section 1.a. to the contrary, in the event of the Participant’s Qualifying Retirement (other than a Qualifying Termination), the Award shall continue to vest and become payable as set forth in Section 1.a.(i) subject to the Participant’s compliance with the Restrictive Covenants. Notwithstanding the foregoing, the Committee shall have the sole authority to determine whether a Termination of Service is a Qualifying Retirement for the purposes of Section 1.a. As an inducement to the Company to continue vesting the Award in accordance with this Section 1.a.(iv), the Participant represents to, and covenants with or in favor of, the Company that the Participant will comply with all of the restrictive covenants set out in Attachment A to this Agreement (the “Restrictive Covenants”), which Attachment A shall be considered a part of this Agreement, as a condition to the continuation of vesting of the Award following a Qualifying Retirement. Such Restrictive Covenants shall be in addition to, and not in lieu of, any other restrictive covenants to which the Participant may be subject under the terms of an employment agreement with the Company or otherwise.

(v) Delivery of Shares of Common Stock After Vesting Due to Death or Termination of Service Due to Total and Permanent Disability. In the event of vesting of the Award pursuant to Section 1.a.(ii), the Company shall deliver to the Participant (or the Participant’s personal representative) shares of Common Stock equal to the number of vested Units. Such delivery shall occur not later than 60 days following the last day of the Performance Period.

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(vi) Delivery of Shares of Common Stock After Vesting Due to Qualifying Termination. In the event of vesting of the Award pursuant to Section 1.a.(iii), the Company shall deliver to the Participant shares of Common Stock equal to the number of vested Units. Such delivery shall occur as soon as practical following the occurrence of a Qualifying Termination, but in no event later than 60 days after such date.

b. Forfeiture of Award. Any portion of the Award that does not become vested and payable in shares of Common Stock in accordance with Section 1 shall be forfeited on the earlier of the date of the Participant’s Termination of Service or the last day of the Performance Period.

2. Definitions. For purposes of this Agreement, the following terms shall have the meaning set forth below:

“Cause” means (A) material misappropriation with respect to the business or assets of the Company; (B) persistent refusal or willful failure constituting gross dereliction by the Participant to substantially perform the Participant’s duties and responsibilities to the Company, which continues after the Participant receives written notice from the Company of such refusal or failure and which is not remedied by the Participant within thirty (30) days following receipt of the Company’s written notice; (C) conviction of a felony or crime involving fraud, dishonesty or moral turpitude; or (D) the use of drugs or alcohol that interferes materially with the Participant’s performance of his or her duties.

“Good Reason” means the occurrence, without the Participant’s written consent, of any of the following conditions or events: (A) the material failure to maintain the Participant in the office or position, or in a substantially equivalent office or position, held by the Participant immediately prior to the date of the Change in Control; (B) a material adverse change in the nature or scope of the Participant’s position, duties, powers, functions or responsibilities as compared to the nature or scope of such position, duties, powers, functions or responsibilities immediately prior to the date of the Change in Control; provided, however, that a diminution of the Participant’s duties, functions or responsibilities attributable solely to the Company ceasing to be a public company on or after the date of the Change in Control shall not alone constitute a material adverse change; (C) any failure by the Company to provide the Participant with the compensation and material benefits provided to the Participant immediately prior to the date of the Change in Control, including any material reduction in the Participant’s annual base salary; (D) the failure of any successor to the Company to assume this Agreement; or (E) any requirement by the Company that the Participant relocate more than 50 miles from the Participant’s principal workplace.

Notwithstanding the foregoing, an act or omission shall not constitute Good Reason unless (i) the Participant gives written notice to the Company indicating that the Participant intends to terminate employment for Good Reason, (ii) the Participant’s resignation occurs within sixty (60) days after the Participant knows or reasonably should know of a condition or event described above, or within sixty (60) days after the last in a series of such events, and (iii) the Company has failed to remedy such condition or event within thirty (30) days after receiving the Participant’s written notice. If the Company remedies the condition or event described in the Participant’s written notice within thirty

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(30) days after receiving such notice, then such condition or event will not constitute Good Reason for purposes of this Agreement.

“Qualifying Retirement” means that the Compensation Committee of the Board of Directors of the Company (“Committee”), in its sole discretion, determines that the sole reason for the Participant’s Termination of Service on or after the six month anniversary of the Date of Grant is a Qualifying Retirement. The following thresholds shall act as triggers for an analysis by the Committee of whether such Termination of Service is a Qualifying Retirement: (A) Termination of Service solely due to retirement following the attainment of age sixty-two (62) or permitted early retirement as determined by the Committee; (B) Termination of Service solely due to retirement following the attainment of age fifty-five (55) and ten (10) years of employment with the Company or any Subsidiary; or (C) Termination of Service solely due to retirement following the attainment of age fifty (50) and fifteen (15) years of employment with the Company or any Subsidiary, or (D) Termination of Service for other reasons as determined by the Committee; provided that under no circumstance will a Termination of Service prior to the six month anniversary of the Date of Grant be considered a Qualifying Retirement.

“Termination of Service” occurs when the Participant ceases to serve as an employee of the Company or a Subsidiary for any reason.

“Total and Permanent Disability” means a Participant is qualified for long-term disability benefits under the Company’s or a Subsidiary’s disability plan or insurance policy; or, if no such plan or policy is then in existence or if the Participant is not eligible to participate in such plan or policy, that the Participant, because of a physical or mental condition resulting from bodily injury, disease, or mental disorder is unable to perform his or her duties of employment for a period of six (6) continuous months, as determined in good faith by the Committee, based upon medical reports or other evidence satisfactory to the Committee.

3. Restrictions on Awards and Rights of a Stockholder. The Participant will not be treated as a stockholder with respect to any shares of Common Stock covered by this Agreement until the shares are entered by book entry registration in the Company’s direct registration services or the issuance of a certificate or certificates to the Participant for the shares. Subject to the provisions of the Plan, until the date shares of Common Stock are delivered to the Participant under this Award (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any portion of the Award or any shares of Common Stock that may be delivered under the Award. All of the rights of the Participant in the Award and the Common Stock issued upon vesting of the Award are subject to Section 16 of this Agreement.

4. Book Entry or Certificate Issuance of Shares and Legend. All shares of Common Stock delivered shall be represented by, at the option of the Company, either book entry registration in the Company’s direct registration services or by a certificate. If the Common Stock was not issued in a transaction registered under the federal and state securities laws, all shares of Common Stock delivered under the Award that are issued in certificate form shall bear a restrictive legend and shall be held indefinitely, unless they are subsequently registered under the federal and state securities laws or the Participant obtains an opinion of counsel, satisfactory to the Company, that registration is not required.

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All shares of Common Stock delivered that are issued in book entry direct registration services form shall be subject to the same restrictions described in a restrictive legend

5. Specific Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement.

6. Investment Representation. Unless the Common Stock is issued to him in a transaction registered under federal and state securities laws, the Participant represents and warrants that all Common Stock which may be acquired hereunder will be acquired by the Participant for investment purposes for his own account and not with any intent for resale or distribution in violation of federal or state securities laws.

7. Participant’s Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for his review by the Company, and represents that he is familiar with the terms of the Plan, and accepts this Award subject to all the terms of the Plan. The Participant agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.

8. Law Governing; Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of Delaware law that might refer the governance, construction, or interpretation of this Agreement to the laws of another state). Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought in the courts of the State of Texas, County of Dallas, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of Texas, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or convenience of forum, agrees that all claims in respect of the proceedings shall be heard and determined only in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement in any other court.

9.Legal Construction. In the event that any term of this Agreement is held by a court to be invalid in any respect, the invalid term shall not affect any other term that is contained in this Agreement and this Agreement shall be construed in all respects as if the invalid term had never been contained herein.

10. Entire Agreement. This Agreement together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter of this Agreement and constitute the sole agreements between the parties with respect to the subject matter.

11. Parties Bound. The terms that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment set forth in this Agreement.

12. Amendment. The provisions of this Agreement may be amended or waived only by the written agreement of the Company and the Participant, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this

5

Agreement; provided, however, that the Company may change or modify the terms of this Agreement without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder or as necessary to comply with any other applicable law. Notwithstanding the preceding sentence, the Company may amend the Plan or revoke the Award to the extent permitted by the Plan.

13. Notice. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company or by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith:

i.Notice to the Company shall be addressed and delivered as follows:

Commercial Metals Company6565 N. MacArthur, Suite 800Irving, Texas 75039Attn: Corporate SecretaryFacsimile: (214) 689-4326

ii.Notice to the Participant shall be addressed and delivered as set forth on the signature page.

14. Withholding Taxes.

a. The Participant should consult immediately with his own tax advisor regarding the tax consequences of this Agreement. The Company (or a Subsidiary that is the Participant’s employer) (for purposes of this Section 14 “Company” includes any applicable Subsidiary) shall have the right to deduct from all amounts paid in stock, cash or any other form, any taxes required by law to be withheld in connection with this Award (the “Required Tax Payments”). The Company may also require the Participant receiving shares of Common Stock to pay the Company the Required Tax Payments. Such payments shall be made when requested by Company and may be required prior to the delivery of any book entry registration or certificate representing shares of Common Stock

b. The Participant may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a check or cash payment to the Company, (2) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold whole shares of Common Stock which would otherwise be issued or transferred to the Participant having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments (the “Share Retention Method”) or (4) any combination of (1), (2) and (3); provided, however, if the Participant is subject to Section 16 of the Exchange Act, his withholding obligations under this Section 14 shall be satisfied by the Share Retention Method, and neither the Company nor the Committee shall have any discretion to permit the satisfaction of such withholding obligation by any other means. Shares of Common Stock to be delivered to the Company or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the

6

maximum statutory tax rate in the employee’s applicable jurisdiction; provided that the Company shall be permitted to limit the number of shares so withheld to a lesser number if necessary, in the judgment of the Committee, to avoid adverse accounting consequences or for administrative convenience. Any fraction of a share of Common Stock which would be required to satisfy any such obligation shall be disregarded and the remaining amount due shall be paid in cash by the Participant. No book entry registration or certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full.

15. Section 409A; Delay of Payment.

a. It is intended that the payments and benefits provided under this Agreement either will be exempt from the application of the requirements of Section 409A of the Code pursuant to the short-term deferrals exception described in Treasury Regulation Section 1.409A-1(b)(4), or will comply with the requirements of Section 409A and the Treasury Regulations thereunder. The Agreement shall be interpreted, construed, administered, and governed in a manner that effects such intent, and the Company shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax upon the Participant under Section 409A of the Code.

b. To the extent (i) any payment to which the Participant becomes entitled under this Agreement upon the Participant’s “separation from service” (within the meaning of Section 409A of the Code) constitutes deferred compensation subject to Section 409A of the Code and (ii) the Participant is deemed at the time of such separation from service to be a “specified employee” under Section 409A of the Code, then any payment that would be payable under this Agreement prior to the six-month anniversary of the Participant’s separation from service shall be delayed until the earlier of (x) the expiration of the six (6) month period measured from the date of the Participant’s separation from service; and (y) the date of the Participant’s death following such separation from service.

        16. Forfeiture or Recovery. Notwithstanding anything to the contrary in the Plan, if the Committee determines, in its sole discretion, that the Participant has engaged in fraud or misconduct that relates to, in whole or in part, the need for a required restatement of the Company’s financial statements filed with the Securities and Exchange Commission, the Committee will review all incentive compensation awarded to or earned by the Participant, including, without limitation, any Award under the Plan, with respect to fiscal periods materially affected by the restatement and may cause to be forfeited any vested or unvested Awards and may recover from the Participant all incentive compensation to the extent that the Committee deems appropriate after taking into account the relevant facts and circumstances. Any recoupment hereunder may be in addition to any other remedies that may be available to the Company under any other agreement or applicable law, including disciplinary action up to and including termination of employment.

17.Adjustment of Awards. The number of Units subject to the Award and the performance objectives and requirements shall be subject to adjustment in accordance with the Plan.

18. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in

7

the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

19. Waiver. The Participant acknowledges that the waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other Participant.

20. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan and on the Awards, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

* * * * * * * * * * * *

IN WITNESS WHEREOF, this Agreement has been executed by a duly authorized officer of the Company, and the Participant, to evidence his consent and approval of all the terms of this Agreement, has duly executed this Agreement, as of the Date of Grant.

COMPANY:

COMMERCIAL METALS COMPANY

By:

Name:

Title:

PARTICIPANT:

Signature

Name:  

Address: 

8

SCHEDULE A

PERFORMANCE GOALS, LEVELS OF ACHIEVEMENT, AND VESTING

(i)75% of Units will vest based on ROIC and absolute 3-year EBITDA metrics:

ROIC Performance Trigger: Following the end of the 3-year Performance Period (FY2021-FY2023), the Committee must certify the achievement of positive ROIC or, regardless of the EBITDA performance achieved, none of the Units subject to the EBITDA metric will vest.

EBITDA Performance Goal: Within the first 90 days of each of the Company’s fiscal years Performance Period, the Committee shall establish the “Target” EBITDA performance goal for such fiscal year.

At the end of the Performance Period, the cumulative EBITDA Performance for the Performance Period shall be calculated as a percentage of the cumulative EBITDA Target for the same period (the “2021-2023 EBITDA Performance vs. Target Percentage”). The number of Units that vest shall be based on the calculated 2021-2023 EBITDA Performance vs. Target Percentage as follows:

21- 23__ EBITDA Performance vs. Target:

    Threshold: Target:  Maximum:

           70%  100%  130%

Percentage of Units to vest:  50%  100%  200% 

(ii)25% of Units will vest based on a 3-year relative Total Stockholder Return (“TSR”) metric:

Relative TSR Performance Goal: The “2021-2023 TSR Percentile Rank vs. Performance Peer Group” shall be measured based on the percentile ranking of the Company’s TSR during the Performance Period compared to the TSR of the Company’s Performance Peer Group during the Performance Period, the result of which will be used to determine the vesting levels of the Units as follows:

2021-2023 TSR Percentile Rank vs. Performance Peer Group:

    Threshold: Target:  Maximum:

          >/= P30 >/= P50  >/= P70

Percentage of Units to vest:  50%  100%  200%

Vesting Summary: The Units will vest based on the level of achievement of the applicable performance goal as follows: (i) failure to achieve the “Threshold” level will result in 0% vesting of the Units subject to such performance goal; (ii) achievement of the “Threshold” level will result in 50% vesting of the “Target” Units subject to such performance goal; (iii) achievement of the “Target” level will result in 100% vesting of the “Target” Units subject to such performance goal; (iv) achievement of “Maximum” level or higher will result in 200% vesting of the “Target” Units subject to such performance goal; and (v) achievement of levels between “Threshold” and “Target” and between “Target” and “Maximum” will result in vesting being calculated on a straight line interpolation basis.

Commercial Metals Company 2013 Long-Term Equity Incentive Plan

Award Agreement for GLT

Schedule A, Exhibit A-1

For purposes of this Schedule, the following terms shall have the meanings set forth below:

“EBITDA” means, for the Company or any Subsidiary, the net earnings of that entity before deductions by the entity for interest, income taxes, depreciation, amortization expenses, and the impairment of depreciable and other intangible assets as well as goodwill.

“EBITDA Performance” means the actual, audited fiscal year EBITDA results, as determined based on the definition herein. Such calculations may be adjusted by the Committee, to omit the impact of those items over which the relevant business unit did not have control including but not limited to: (i) expenses related to restructuring or productivity initiatives; (ii) extraordinary corporate and/or financing transactions, events or developments; (iii)  acquisitions, divestitures, and discontinued operations; (iv) other items of significant income or expense which are determined to be appropriate adjustments; (v) unusual or nonrecurring events or changes in applicable laws, accounting principles and/or business conditions; (vi) other non-operating items; and/or (vii) changes in the payment or allocation of general and administrative expenses among the business units of the Company and its affiliates. Such adjustment shall apply only to the extent that the adjustment is necessary to reflect objectively determinable changes in the financial performance of the Company or the business unit. Notwithstanding the foregoing, in no event shall any adjustment hereunder be made to the ROIC calculation used to determine whether the threshold ROIC target was attained for purposes of determining whether the Units are eligible to become vested.

“Performance Peer Group” means the list of companies approved by the Committee from time to time and attached hereto as Exhibit A-1.

Companies shall be removed from the Performance Peer Group if they undergo a “Specified Corporate Change” between the Date of Grant and the last day of the Performance Period. A company that is removed from the Performance Peer Group before the measurement date will not be included in the computation of the performance metric.

A company in the Performance Peer Group will be deemed to have undergone a “Specified Corporate Change” if it:

1. enters bankruptcy or ceases to be a domestically domiciled publicly traded company on a national stock exchange or market system, unless such cessation of such listing is due to a low stock price or low trading volume;

2. has gone private;

3. has reincorporated in a foreign (e.g., non-U.S.) jurisdiction, regardless of whether it is a reporting company in that or another jurisdiction;

4.  has been acquired by another company (whether by a peer company or otherwise, but not including internal reorganizations); or

5. has sold all or substantially all of its assets.

The Committee shall rely on press releases, public filings, website postings, and other reasonably reliable information available regarding a peer company in making a determination that a Specified Corporate Change has occurred.

Commercial Metals Company 2013 Long-Term Equity Incentive Plan

Award Agreement for GLT

Schedule A, Exhibit A-1

“Principal Market” means the New York Stock Exchange, or if the Common Stock is not traded on the New York Stock Exchange, the principal national stock exchange on which the Common Stock is traded on the date as of which such value is being determined.

“Return on Invested Capital” or “ROIC” means Net Earnings before tax-effected interest expense divided by the sum of commercial paper, notes payable, current maturities of long-term debt, debt and stockholders equity, measured over the Performance Period.

“Total Stockholder Return” is the average daily closing per share price for the twenty Trading Days immediately preceding the beginning of the Performance Period compared to the average daily closing per share price for the twenty Trading Days immediately preceding the end of the Performance Period, with cash dividends assumed to purchase additional fractional shares at the closing price as of the ex-dividend date.

“Trading Day” means any day on which the Common Stock is traded on the Principal Market.

Commercial Metals Company 2013 Long-Term Equity Incentive Plan

Award Agreement for GLT

Schedule A, Exhibit A-1

EXHIBIT A-1

AK Steel Holding Corp	Nucor Corp.
Alcoa, Corp	Reliance Steel & Aluminum Co.
Allegheny Technologies, Inc.	Schnitzer Steel INDS-CL A
Carpenter Technology Corp	Steel Dynamics, Inc.
Cleveland-Cliffs Inc.	Textron, Inc.
Eagle Materials, Inc.	Timkensteel Corp
Fluor Corp	Tutor Perini Corp.
Granite Construction, Inc.	United States Steel Corp
Harsco Corp	Vulcan Materials Co
Jacobs Engineering Group, Inc.	Weyerhaeuser Co.
Martin Marietta Materials	Worthington Industries, Inc.
McDermott International, Inc.

COMMERCIAL METALS COMPANY

Attachment Ato Award Agreement

Restrictive Covenants

The Company and the Participant acknowledge and agree that during the course of the Participant’s employment by the Company, he or she has been provided access to confidential information of the Company and its Affiliates, has been provided with specialized training on how to perform his or her duties, and has been provided contact with the Company’s and Affiliates’ customers and potential customers throughout the world. The Participant further recognizes and agrees that the Company and its Affiliates have devoted a considerable amount of time, effort, and expense to develop its confidential information, training, and business goodwill, all of which are valuable assets to the Company; that the Participant has had broad responsibilities regarding the management and operation of the Company’s and Affiliates’ world-wide operations, as well as its marketing and finances, its existing and future business plans, customers and technology; and disclosure or use of the Company’s or Affiliates’ confidential information and additional information described herein to which the Participant has had access, would cause irreparable harm to the Company. Therefore, in consideration of all of the foregoing, the Company and the Participant agree as follows:

1.Non-Competition After Qualifying Retirement. As stated above, the Participant has received confidential information by virtue of his or her employment in an executive capacity with the Company. Accordingly, the Participant agrees that upon his or her Qualifying Retirement and for the period thereafter ending on the date of final vesting and settlement of all Units granted under the Award (the “Non-Compete Period”), he or she will not compete with the Company or Affiliates in any location in the world in which the Company or Affiliates have operations as of the date of the Participant’s Qualifying Retirement, by engaging in the conception, design, development, production, marketing, selling, sourcing or servicing of any product or providing of any service that is substantially similar to the products or services that the Company or any of its Affiliates provided during the Participant’s employment or

Commercial Metals Company 2013 Long-Term Equity Incentive Plan

Award Agreement for GLT

Schedule A, Exhibit A-1

planned to provide during the Participant’s employment and of which the Participant had knowledge, responsibility or authority, and that he will not work for, assist, or become affiliated or connected with, as an owner, partner, consultant, or in any other capacity, either directly or indirectly, any individual or business which offers or performs services, or offers or provides products substantially similar to the services and products provided by the Company or Affiliates during the Participant’s employment, or that were planned to be provided during the Participant’s employment and of which the Participant had knowledge, responsibility or authority. Additionally, during the Non-Compete Period, the Participant will not accept employment with or provide services in any capacity to any individual, business entity, investor or investment fund that is actively involved in or assessing an acquisition of a controlling interest in the Company or purchase of substantially all assets of the Company. The restrictive covenants set forth in this Attachment A are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company.

2.Non-Solicitation of Customers and Employees. The Participant further agrees that during the Non-Compete Period he or she will not either directly or indirectly, on his or her own behalf or on behalf of others solicit or accept any business from any customer or supplier or prospective customer or supplier with whom the Participant personally dealt or solicited or had contact with at any time during the Participant’s employment; solicit, recruit or otherwise attempt to hire, or personally cause to hire any of the then current employees or consultants of the Company or any of its Affiliates, or former employees or consultants who were employees or consultants of the Company or any of its Affiliates during the preceding twelve months, to work or perform services for the Participant or for any other entity, firm, corporation, or individual; or solicit or attempt to influence any of the Company’s or any of its Affiliates’ then current customers or clients to purchase any products or services substantially similar to the products or services provided by the Company or Affiliates during the Participant’s employment (or that were planned to be provided during the Participant’s employment) from any business that offers or performs services or products substantially similar to the services or products provided by the Company or Affiliates.

3.Reformation. The Participant and the Company agree that if any of the covenants contained in this Attachment A is held by any court to be effective in any particular area or jurisdiction only if said covenant is modified to limit in its duration or scope, then the court shall have such authority to so reform the covenant and the Parties shall consider such covenant or covenants or other provisions of this Attachment A to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court and, as to all other jurisdictions, the covenants contained herein shall remain in full force and effect as originally written. Should any court hold that these covenants are void or otherwise unenforceable in any particular area or jurisdiction, then the Company may consider such covenants or provisions of this Attachment A to be amended and modified so as to eliminate therefrom the particular area or jurisdiction as to which such covenants are so held void or otherwise unenforceable and, as to all other areas and jurisdictions covered hereunder, the covenants contained herein shall remain in full force and effect as originally written.

Commercial Metals Company 2013 Long-Term Equity Incentive Plan

Award Agreement for GLT

Attachment A

EX-10.5

Commercial Metals Company

2013 Long-Term Equity Incentive PlanRestricted Stock Award Agreement for Nonemployee Directors

Commercial Metals Company, a Delaware corporation (the “Company”), hereby grants to [_____________] (the “Holder”) as of [   ] (the “Grant Date”), pursuant to the terms and conditions of the Commercial Metals Company 2013 Long-Term Equity Incentive Plan (the “Plan”), a restricted stock award (the “Award”) of [____] shares of the Company’s Common Stock, par value $0.01 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.

1.Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder accepts this Agreement by executing it in the space provided below and returning such original execution copy to the Company. As soon as practicable after the Holder has executed this Agreement and returned it to the Company, the Company shall cause to be issued in the Holder’s name the total number of shares of Stock subject to the Award.

2.Rights as a Stockholder. During the Restriction Period or until forfeiture pursuant to Section 4, the Holder shall have all of the rights of a stockholder of the Company, including the right to vote the Stock and the right to receive dividends paid with respect thereto. Any stock dividends paid with respect to Stock (whether vested or unvested) shall at all times be treated as Stock and shall be subject to all restrictions placed on Stock. Stock dividends paid with respect to unvested Stock shall be unvested and shall become vested in accordance with the terms and conditions applicable to the shares of Stock to which such dividends relate. Additionally, the Holder, as record holder of the Stock, has the exclusive right to vote, or consent with respect to, such Stock until such time as the Stock is transferred in accordance with this Agreement or a revocable proxy not to exceed 30 days in duration is granted to another stockholder for the sole purpose of voting for directors of the Company; provided that this revocable proxy shall not create any voting right where the holders of such Stock otherwise have no such right. The Holder may not grant any other type of proxy to any person.

3.Custody and Delivery of Shares. The shares of Stock subject to the Award shall be held by the Company or by a custodian in book entry form, with restrictions on the shares of Stock duly noted, until such Award shall have vested, in whole or in part, pursuant to Section 4 hereof, and as soon thereafter as practicable the vested Stock shall be delivered to the Holder as the Holder shall direct.

4.Restriction Period and Vesting.

a.
.Service-Based Vesting Condition. Except as specifically provided in the Agreement and subject to certain restrictions and conditions set forth in the Plan, the Award shall vest 100% on the first anniversary of the Grant Date, provided the Holder is providing services

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as a director of the Company on that date. The period of time during which any of the shares of Stock subject to the Award are unvested shall be referred to herein as the “Restriction Period.”

b.
.Change in Control. Notwithstanding Section 4.1, in the event of Holder’s involuntary removal from the Board (other than a removal for cause as determined by the Board in accordance with the Company’s constituent documents and applicable law) following the occurrence of a Change in Control, all shares of Stock not previously vested or forfeited shall immediately become fully vested.

c.
.Termination of Service Due to Death or Disability. If the Holder’s service as a director of the Company terminates due to the Holder’s death or Total and Permanent Disability, then all shares of Stock not previously vested or forfeited shall immediately become fully vested. For purposes of this Award, “Total and Permanent Disability” shall mean that the Holder, because of ill health, physical or mental disability or any other reason beyond his or her control, is unable to perform his or her duties as a director for a period of six (6) continuous months, as determined in good faith by the Committee.

d.
.Forfeiture of Stock. All shares of Stock subject to the Award that have not vested pursuant to Section 4.1, Section 4.2 or Section 4.3 shall be forfeited on the date of the Holder’s termination of service as a director. Upon forfeiture, the Holder’s rights with respect to the Stock and the Award shall cease and terminate, without any further obligations on the part of the Company.

5.Transfer Restrictions and Investment Representation.

a.
.Transfer Restrictions. During the Restriction Period, the shares of Stock subject to the Award and not then vested may not be offered, sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of by the Holder. Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of such shares shall be null and void. Notwithstanding the foregoing, the Holder may engage in a permitted transfer to the following persons or entities: (a) the Company; (b) the Holder’s spouse (or former spouse), children or grandchildren (“Immediate Family Members”); (c) a trust or trusts for the exclusive benefit of such Immediate Family Members; or (d) a partnership in which the only partners are (i) such Immediate Family Members and/or (ii) entities which are controlled by Immediate Family Members; provided that in each case, the transfer complies with Section 6.7 of this Agreement. Upon any forfeiture, all rights with respect to the forfeited Stock shall cease and terminate, without any further obligation on the part of the Company. Following any permitted transfer described in (b) or (c), the Stock shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for all applicable purposes of this Agreement the term “Holder” shall be deemed to include the permitted transferee. The Company shall have no obligation to inform any permitted transferee of the vesting or forfeiture of the Stock. Except as otherwise provided in this Agreement, the Company shall have no obligation to register with any federal or state securities commission or agency any Stock that have been transferred by a Holder under this Section 5.1.

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b.
.Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock acquired upon the grant or vesting of the Award is or will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

6.Additional Terms and Conditions of Award.

a.
.Adjustment. The number of shares of Stock subject to the Award shall be subject to adjustment in accordance with Section 5.7 of the Plan.

b.
.Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares of Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of shares hereunder, the shares of Stock subject to the Award shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

c.
.Delivery of Stock. Upon the vesting of the Award, in whole or in part, the Company shall deliver or cause to be delivered to the Holder the vested shares of Stock. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery.

d.
.Award Confers No Rights to Continued Service. In no event shall the granting of the Award or its acceptance by the Holder, or any provision of the Agreement, give or be deemed to give the Holder any right to continued service with the Company.

e.
.Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Holder or by the Company forthwith to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on all parties.

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f.
.Taxation; Section 83(b) Election. The Holder understands that the Holder is solely responsible for all tax consequences to the Holder in connection with this Award. The Holder represents that the Holder has consulted with any tax consultants the Holder deems advisable in connection with the Award and that the Holder is not relying on the Company for any tax advice. By accepting this Agreement, the Holder acknowledges his or her understanding that the Holder may file with the Internal Revenue Service an election pursuant to Section 83(b) of the Code (a “Section 83(b) Election”), not later than 30 days after the Grant Date, to include in the Holder’s gross income the Fair Market Value of the unvested shares of Stock subject to the Award as of the Grant Date. Before filing a Section 83(b) Election with the Internal Revenue Service, the Holder shall (i) notify the Company of such election by delivering to the Company a copy of the fully-executed Section 83(b) Election Form attached hereto as Exhibit A, and (ii) pay to the Company an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld or paid over to such authority with respect to such unvested shares, or otherwise make arrangements satisfactory to the Company for the payment of such amounts through withholding or otherwise.

g.
.Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon the Holder and his or her heirs, executors, administrators, successors and assigns. No person or entity shall be permitted to acquire any Stock without first executing and delivering an agreement in the form satisfactory to the Company making such person or entity subject to the restrictions on transfer contained in Section 5.1 hereof.

h.
.Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Commercial Metals Company, Attn: Corporate Secretary, 6565 N. MacArthur, Suite 800, Irving, Texas 75039, and if to the Holder, to the mailing address of the Holder set forth on the signature page. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company or by the Holder, as the case may be.

i.
.Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of Delaware law that might refer the governance, construction, or interpretation of this agreement to the laws of another state).

j.
.Agreement Subject to the Plan. This Agreement is subject to the provisions of the Plan, including Section 5.8 relating to a Change in Control, and shall be interpreted in accordance therewith. The terms of the Plan shall control to the extent not otherwise inconsistent with the provisions of this Agreement. The capitalized terms used herein that are defined in the Plan shall have the same meanings assigned to them in the Plan. The Agreement is subject to any rules promulgated pursuant to the Plan by the Board or the Committee and communicated to the Holder in writing. The Holder hereby acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions

        4

thereof, and hereby accepts this Award subject to all the terms and provisions thereof. The Holder hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board or the Committee upon any questions arising under the Plan or this Agreement.

k.
.Entire Agreement. This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Holder with respect to the subject matter hereof, and may not be modified adversely to the Holder’s interest except by means of a writing signed by the Company and the Holder.

l.
.Partial Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

m.
.Amendment and Waiver. Notwithstanding Section 6.11, the Company may amend the Plan to the extent permitted by the Plan.

n.
.Counterparts. This Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

o.
.Representations, Etc. Any spouse of the Holder individually is bound by, and such spouse’s interest, if any, in any Stock is subject to the terms of this Agreement. Nothing in this Agreement shall create a community property interest where none otherwise exists.

p.
.Simultaneous Death. If the Holder and his spouse both suffer a common accident or casualty which results in their respective deaths within 60 days of each other, it shall be conclusively presumed, for the purpose of this Agreement, that the Holder died first and the spouse died thereafter.

q.
.Specific Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement.

r.
.Dispute Resolution.

(i)Arbitration. All disputes and controversies of every kind and nature between any parties hereto arising out of or in connection with this Agreement or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures:

        5

(1)After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy.

(2)Within 30 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the "AAA"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section 6.18 for the original appointment of such arbitrator.

(3)Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Dallas, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the AAA shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply.

(4)The arbitration hearing shall be concluded within 10 days unless otherwise ordered by the arbitrators and the written award thereon shall be made within 15 days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction.

(5)Except as set forth in Section 6.18(b), the parties stipulate that the provisions of this Section 6.18 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement.

No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any

        6

other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

(ii)Emergency Relief. Notwithstanding anything in this Section 6.18 to the contrary, any party may seek from a court any provisional remedy that may be necessary to protect any rights or property of such party pending the establishment of the arbitral tribunal or its determination of the merits of the controversy or to enforce a party’s rights under Section 6.18.

s.
.Holder’s Representations. Notwithstanding any of the provisions hereof, the Holder hereby agrees that he will not acquire any Stock, and that the Company will not be obligated to issue any Stock hereunder, if the issuance of such shares shall constitute a violation by the Holder or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding, and conclusive. The obligations of the Company and the rights of the Holder are subject to all applicable laws, rules, and regulations.

t.
.Covenants and Agreements as Independent Agreements. Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Holder against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

u.
.Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

v.
.Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

IN WITNESS WHEREOF, this Agreement has been executed by a duly authorized officer of the Company, and the Holder, to evidence his or her consent and approval of all the terms of this Agreement, has executed this Agreement, as of the Grant Date.

        COMMERCIAL METALS COMPANY

        By: ______________________________

        Name:

        Title:

        7

Accepted this ___ day of ____________, _____

[NAME]

Address:

        8

Exhibit a

ELECTION TO INCLUDE PROPERTY IN GROSS INCOME

UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE

[DATE]

Internal Revenue Service

The undersigned taxpayer hereby elects pursuant to IRC section 83(b) to include in gross income, as compensation for services, the excess of the fair market value (at the time of transfer) of the property described below over the amount paid for the property.

The information required to make this election pursuant to Treas. Reg. § 1.83-2(e) is as follows:

1. a. Taxpayer Name:

        b. Taxpayer Address:

        c. Taxpayer Identification Number:

2. Description of property with respect to which the election is being made:

  shares of Commercial Metals Company Common Stock

3. a. Date on which property was transferred:

        b. Tax year for which the election is being made:

4.Nature of restrictions or risks of forfeiture to which the property is subject:

The shares are subject to a one-year restricted period during which they are subject to restrictions on transfer and may be forfeited on certain terminations of service.

5. Fair market value of property at the time of transfer (determined without regard to  any lapse restriction): $ A SHARE OR $  

6. Amount paid by taxpayer for the property: $ NONE

7.Copies of this statement have been furnished to the following person(s) as required by Treas. Reg. 1.83-2(d):  COMMERCIAL METALS COMPANY

            P. O. Box 1046

            Dallas, TX 75221

SIGNATURE

DATE:

A-1

EX-10.6

Commercial Metals Company

2013 Long-Term Equity Incentive PlanRestricted Stock Unit Award Agreement for Nonemployee Directors

Commercial Metals Company, a Delaware corporation (the “Company”), hereby grants to [_____________] (the “Holder”) as of [___________] (the “Grant Date”), pursuant to the terms and conditions of the Commercial Metals Company 2013 Long-Term Equity Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [____] shares of the Company’s Common Stock, par value $0.01 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.

1.Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder accepts this Agreement by executing it in the space provided below and returning such original execution copy to the Company.

2.Rights as a Stockholder. The Holder shall not be entitled to any privileges of ownership with respect to the shares of Stock subject to the Award unless and until, and only to the extent, such shares become vested pursuant to Section 3 hereof and the Holder becomes a stockholder of record with respect to such shares.

3.Restriction Period and Vesting.

a.
.Service-Based Vesting Condition. Except as specifically provided in the Agreement and subject to certain restrictions and conditions set forth in the Plan, the Award shall vest 100% on the first anniversary of the Grant Date, provided the Holder is providing services as a director of the Company on that date. The period of time during which the Award is unvested shall be referred to herein as the “Restriction Period.”

b.
.Change in Control. Notwithstanding Section 3.1, in the event of Holder’s involuntary removal from the Board (other than a removal for cause as determined by the Board in accordance with the Company’s constituent documents and applicable law) following the occurrence of a Change in Control, the portion of the Award not previously vested or forfeited shall immediately become fully vested and payable upon the date of such termination of service.

c.
.Termination of Service Due to Death or Disability. If the Holder’s service as a director of the Company terminates due to the Holder’s death or Total and Permanent Disability, then the portion of the Award not previously vested or forfeited shall immediately become fully vested. For purposes of this Award, “Total and Permanent Disability” shall mean that the Holder, because of ill health, physical or mental disability or any other reason beyond his or her control, is unable to perform his or her duties as a director for a period of six (6) continuous months, as determined in good faith by the Committee.

d.
.Forfeiture of Award. The portion of the Award that has not vested pursuant to Section 3.1, Section 3.2 or Section 3.3 shall be forfeited on the date of the Holder’s termination of service as a director. Upon forfeiture, the Holder’s rights with respect to the

1

Award and any Stock subject to the Award shall cease and terminate, without any further obligations on the part of the Company.

4.Issuance or Delivery of Shares.  Subject to the terms of this Agreement and any deferral election made by the Holder pursuant to Section 5, as soon as practicable (but no later than thirty (30) days) after the vesting of the Award, the Company shall issue or deliver, subject to the conditions of this Agreement, the vested shares of Stock to the Holder. Such issuance or delivery shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such issuance or delivery.  Prior to the issuance to the Holder of the shares of Stock subject to the Award, the Holder shall have no direct or secured claim in any specific assets of the Company or in such shares of Stock, and will have the status of a general unsecured creditor of the Company.

5.Deferral of Shares.

a.
.Deferral Election. If the Holder made a deferral election prior to the first day of the calendar year in which the Award was granted to defer the receipt of the shares of Stock that may become vested pursuant to Section 3, such shares shall be payable, to the extent vested, at the time and form elected by the Holder.

b.
.Section 409A. The provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. If the Company determines that any amounts payable hereunder may be taxable to the Holder under Section 409A of the Code, the Company may (i) adopt such amendments to the Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement and/or (ii) take such other actions as the Company determines necessary or appropriate to avoid or limit the imposition of an additional tax under Section 409A; provided, that neither the Company nor any of its Affiliates nor any other person or entity shall have any liability to the Holder with respect to the tax imposed by Section 409A of the Code.

6.Transfer Restrictions and Investment Representation.

a.
.Transfer Restrictions. During the Restriction Period, neither the Award nor the shares of Stock subject to the Award may be offered, sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of by the Holder. Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award or such shares shall be null and void. Notwithstanding the foregoing, the Holder may engage in a permitted transfer to the following persons or entities: (a) the Company; (b) the Holder’s spouse (or former spouse), children or grandchildren (“Immediate Family Members”); (c) a trust or trusts for the exclusive benefit of such Immediate Family Members; or (d) a partnership in which the only partners are (i) such Immediate Family Members and/or (ii) entities which are controlled by Immediate Family Members; provided that in each case, the transfer complies with Section 7.6 of this Agreement. Upon any forfeiture, all rights with respect to the forfeited Award shall cease and terminate, without any further obligation on the part of the Company. Following any permitted transfer described in (b) or (c), the Award shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for all

2

applicable purposes of this Agreement the term “Holder” shall be deemed to include the permitted transferee. The Company shall have no obligation to inform any permitted transferee of the vesting or forfeiture of the Award.

b.
.Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

7.Additional Terms and Conditions of Award.

a.
.Adjustment. The number of shares of Stock subject to the Award shall be subject to adjustment in accordance with Section 5.7 of the Plan.

b.
.Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares of Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of shares hereunder, the shares of Stock subject to the Award shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

c.
.Award Confers No Rights to Continued Service. In no event shall the granting of the Award or its acceptance by the Holder, or any provision of the Agreement, give or be deemed to give the Holder any right to continued service with the Company.

d.
.Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Holder or by the Company forthwith to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on all parties.

e.
.Taxation. The Holder understands that the Holder is solely responsible for all tax consequences to the Holder in connection with this Award. The Holder represents that the Holder has consulted with any tax consultants the Holder deems advisable in connection with the Award and that the Holder is not relying on the Company for any tax advice.

3

f.
.Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon the Holder and his or her heirs, executors, administrators, successors and assigns. No person or entity shall be permitted to acquire any Stock without first executing and delivering an agreement in the form satisfactory to the Company making such person or entity subject to the restrictions on transfer contained in Section 6.1 hereof.

g.
.Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Commercial Metals Company, Attn: Corporate Secretary, 6565 N. MacArthur, Suite 800, Irving, Texas 75039, and if to the Holder, to the mailing address of the Holder set forth on the signature page. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company or by the Holder, as the case may be.

h.
.Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of Delaware law that might refer the governance, construction, or interpretation of this agreement to the laws of another state).

i.
.Agreement Subject to the Plan. This Agreement is subject to the provisions of the Plan, including Section 5.8 relating to a Change in Control, and shall be interpreted in accordance therewith. The terms of the Plan shall control to the extent not otherwise inconsistent with the provisions of this Agreement. The capitalized terms used herein that are defined in the Plan shall have the same meanings assigned to them in the Plan. The Agreement is subject to any rules promulgated pursuant to the Plan by the Board or the Committee and communicated to the Holder in writing. The Holder hereby acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions thereof. The Holder hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board or the Committee upon any questions arising under the Plan or this Agreement.

j.
.Entire Agreement. This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Holder with respect to the subject matter hereof, and may not be modified adversely to the Holder’s interest except by means of a writing signed by the Company and the Holder.

k.
.Partial Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

l.
.Amendment and Waiver. Notwithstanding Section 7.10, the Company may amend the Plan to the extent permitted by the Plan.

m.
.Counterparts. This Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

4

n.
.Representations, Etc. Any spouse of the Holder individually is bound by, and such spouse’s interest, if any, in any Stock is subject to the terms of this Agreement. Nothing in this Agreement shall create a community property interest where none otherwise exists.

o.
.Simultaneous Death. If the Holder and his spouse both suffer a common accident or casualty which results in their respective deaths within 60 days of each other, it shall be conclusively presumed, for the purpose of this Agreement, that the Holder died first and the spouse died thereafter.

p.
.Specific Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement.

q.
.Dispute Resolution.

(i)Arbitration. All disputes and controversies of every kind and nature between any parties hereto arising out of or in connection with this Agreement or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures:

(1)After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy.

(2)Within 30 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the "AAA"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section 7.17 for the original appointment of such arbitrator.

(3)Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Dallas, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the AAA shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply.

5

(4)The arbitration hearing shall be concluded within 10 days unless otherwise ordered by the arbitrators and the written award thereon shall be made within 15 days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction.

(5)Except as set forth in Section 7.17(b), the parties stipulate that the provisions of this Section 7.17 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement.

No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

(ii)Emergency Relief. Notwithstanding anything in this Section 7.17 to the contrary, any party may seek from a court any provisional remedy that may be necessary to protect any rights or property of such party pending the establishment of the arbitral tribunal or its determination of the merits of the controversy or to enforce a party’s rights under Section 7.17.

r.
.Holder’s Representations. Notwithstanding any of the provisions hereof, the Holder hereby agrees that he will not acquire any Stock, and that the Company will not be obligated to issue any Stock hereunder, if the issuance of such shares shall constitute a violation by the Holder or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding, and conclusive. The obligations of the Company and the rights of the Holder are subject to all applicable laws, rules, and regulations.

s.
.Covenants and Agreements as Independent Agreements. Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Holder against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

t.
.Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

6

u.
.Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

IN WITNESS WHEREOF, this Agreement has been executed by a duly authorized officer of the Company, and the Holder, to evidence his or her consent and approval of all the terms of this Agreement, has executed this Agreement, as of the Grant Date.

        COMMERCIAL METALS COMPANY

        By: ______________________________

        Name:

        Title:

Accepted this ___ day of ______________, _____

NAME

Address:_________________________________

_________________________________

7

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Barbara R. Smith, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Commercial Metals Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 25, 2020

/s/ Barbara R. Smith

Barbara R. Smith

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Paul J. Lawrence, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Commercial Metals Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 25, 2020

/s/ Paul J. Lawrence

Paul J. Lawrence

Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Commercial Metals Company (the “Company”) on Form 10-Q for the period ended May 31, 2020 (the “Report”), I, Barbara R. Smith, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Barbara R. Smith

Barbara R. Smith

President and Chief Executive Officer

Date: June 25, 2020

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Commercial Metals Company (the “Company”) on Form 10-Q for the period ended May 31, 2020 (the “Report”), I, Paul J. Lawrence, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Paul J. Lawrence

Paul J. Lawrence

Vice President and Chief Financial Officer

Date: June 25, 2020

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STOCK-BASED COMPENSATION PLANS

9 Months Ended

May 31, 2020

Share-based Payment Arrangement [Abstract]

Stock-based compensation plans

NOTE 11. STOCK-BASED COMPENSATION PLANS

The Company's stock-based compensation plans are described in Note 15, Stock-Based Compensation Plans, to the consolidated financial statements in the 2019 Form 10-K. In general, restricted stock units granted during 2020 vest ratably over a period of three years. Subject to the achievement of performance targets established by the Compensation Committee of CMC's Board of Directors, performance stock units granted during 2020 vest after a period of three years.

During the nine months ended May 31, 2020 and 2019, the Company granted the following awards under its stock-based compensation plans:

	May 31, 2020			May 31, 2019
(in thousands, except per share data)	Shares Granted	Weighted Average Grant Date Fair Value		Shares Granted	Weighted Average Grant Date Fair Value
Equity method	1,521	$	18.32	1,505	$	17.75
Liability method	426	N/A		374	N/A

During the three and nine months ended May 31, 2020 and 2019, the Company recorded immaterial mark-to-market adjustments on liability awards. At May 31, 2020, the Company had outstanding 781,508 equivalent shares accounted for under the liability method. The Company expects 742,433 equivalent shares to vest.

The following table summarizes total stock-based compensation expense, including fair value remeasurements, which was mainly included in selling, general and administrative expenses on the Company's condensed consolidated statements of earnings:

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2020		2019		2020		2019
Stock-based compensation expense	$	6,170	$	7,342	$	21,975	$	17,350

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ACCOUNTING POLICIES (Policies)

9 Months Ended

May 31, 2020

Accounting Policies [Abstract]

Accounting principles

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") on a basis consistent with that used in the Annual Report on Form 10-K for the year ended August 31, 2019 ("2019 Form 10-K") filed by Commercial Metals Company ("CMC," and together with its consolidated subsidiaries, the "Company") with the Securities and Exchange Commission (the "SEC") and include all normal recurring adjustments necessary to present fairly the condensed consolidated balance sheets and the condensed consolidated statements of earnings, comprehensive income, cash flows and stockholders' equity for the periods indicated. These notes should be read in conjunction with the consolidated financial statements included in the 2019 Form 10-K. The results of operations for the three and nine month periods are not necessarily indicative of the results to be expected for the full fiscal year.

Recent accounting pronouncements

Recently Adopted Accounting Pronouncements

On September 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as amended, (“ASU 2016-02”), using the modified retrospective transition approach. ASU 2016-02 requires a lessee to recognize a right-of-use ("ROU") asset and a lease liability on its balance sheet for all leases with terms longer than twelve months. The Company’s financial statements for periods prior to September 1, 2019 were not modified for the application of this ASU. Upon adoption of ASU 2016-02, the Company recorded the following amounts associated with operating leases in its condensed consolidated balance sheet at September 1, 2019: $113.4 million of ROU assets in other noncurrent assets, $30.9 million of lease liabilities in accrued expenses and other payables and $84.9 million of lease liabilities in other noncurrent liabilities. There was no impact to the opening balance of retained earnings as a result of implementing ASU 2016-02. The Company elected the package of three practical expedients available under the ASU. Additionally, the Company implemented appropriate changes to internal processes and controls to support recognition, subsequent measurement and disclosures.

The Company's leases are primarily for office space, land and equipment. The Company determines if an arrangement is a lease at inception of a contract if the terms state the Company has the right to direct the use of and obtain substantially all the economic benefits from a specific asset identified in the contract. The ROU assets represent the Company's right to use the underlying assets for the lease term, and the lease liabilities represent the obligation to make lease payments arising from the leases. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments to be made over the lease term. Certain of the Company's lease agreements contain options to extend the lease. The Company evaluates these options on a lease-by-lease basis, and if the Company determines it is reasonably certain to be exercised, the lease term includes the extension. The Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments, and lease expense is recognized on a straight-line basis over the lease term. The incremental borrowing rate is the rate of interest the Company could borrow on a collateralized basis over a similar term with similar payments. The Company does not record leases with an initial term of twelve months or less (“short-term leases”) in its condensed consolidated balance sheets.

Certain of the Company's lease agreements include payments for certain variable costs not determinable upon lease commencement, including mileage, utilities, fuel and inflation adjustments. These variable lease payments are recognized in cost of goods sold and selling, general and administrative expenses, but are not included in the ROU asset or lease liability balances. The Company's lease agreements do not contain any material residual value guarantees, restrictions or covenants.

Recently Issued Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 eliminates certain exceptions to the general principles in Accounting Standards Codification 740 and also clarifies and amends existing guidance to improve consistent application. This standard is effective for annual periods beginning after December 15, 2020, including interim periods therein. The Company currently does not expect ASU 2019-12 to have a material effect on its consolidated financial statements; however, the Company will continue to evaluate the impact of this guidance.

Fair value measurement

The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities;

Level 2 - Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable, either directly or indirectly; and

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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GOODWILL AND OTHER INTANGIBLES (Tables)

9 Months Ended

May 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in the carrying amount of goodwill

Goodwill by reportable segment at May 31, 2020 is detailed in the following table:

(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Consolidated
Goodwill, gross*	$	9,543	$	4,970	$	57,428	$	2,371	$	74,312
Accumulated impairment losses*	(9,543)		—		(493)		(150)		(10,186)
Goodwill, net*	$	—	$	4,970	$	56,935	$	2,221	$	64,126

_________________ 

* The change in balance from August 31, 2019 was immaterial.

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LEASES - Cash Flow and Other Information Related to Leases (Details) $ in Thousands	9 Months Ended
	May 31, 2020 USD ($)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases	$ 27,003
Operating cash outflows from finance leases	1,243
Financing cash outflows from finance leases	9,607
ROU assets obtained in exchange for lease obligations:
Operating leases	38,363
Finance leases	$ 16,277

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GOODWILL AND OTHER INTANGIBLES (Changes in the Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands	May 31, 2020	Aug. 31, 2019
Goodwill [Line Items]
Goodwill, gross	$ 74,312
Accumulated impairment losses	(10,186)
Goodwill, net	64,126	$ 64,138
Americas Recycling
Goodwill [Line Items]
Goodwill, gross	9,543
Accumulated impairment losses	(9,543)
Goodwill, net	0
Americas Mills
Goodwill [Line Items]
Goodwill, gross	4,970
Accumulated impairment losses	0
Goodwill, net	4,970
Americas Fabrication
Goodwill [Line Items]
Goodwill, gross	57,428
Accumulated impairment losses	(493)
Goodwill, net	56,935
International Mill
Goodwill [Line Items]
Goodwill, gross	2,371
Accumulated impairment losses	(150)
Goodwill, net	$ 2,221

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REVENUE RECOGNITION - Remaining Performance Obligations (Details) $ in Millions	May 31, 2020 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 732.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-06-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation (percent)	40.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-06-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation (percent)	48.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-06-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation (percent)	12.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period

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STOCKHOLDERS EQUITY AND EARNINGS PER SHARE (Calculations of the Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
		May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019
Earnings Per Share [Abstract]
Earnings from continuing operations		$ 64,169	$ 78,551	$ 210,520	$ 112,899
Basic earnings per share:
Shares outstanding for basic earnings per share (shares)		119,192,962	118,045,362	118,828,870	117,762,945
Basic earnings per share attributable to CMC: (in USD per share)	[1]	$ 0.54	$ 0.67	$ 1.77	$ 0.96
Diluted earnings per share:
Shares outstanding for basic earnings per share (shares)		119,192,962	118,045,362	118,828,870	117,762,945
Effect of dilutive securities:
Stock-based incentive/purchase plans (shares)		1,085,779	1,100,204	1,448,867	1,250,069
Shares outstanding for diluted earnings per share (shares)		120,278,741	119,145,566	120,277,737	119,013,014
Diluted earnings per share attributable to CMC: (in USD per share)	[1]	$ 0.53	$ 0.66	$ 1.75	$ 0.95

[1] *Earnings Per Share ("EPS") is calculated independently for each component and may not sum to Net EPS due to rounding

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BUSINESS SEGMENTS (Reconciliations of Earnings from Continuing Operations to Adjusted Operating Profit) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019
Segment Reporting [Abstract]
Earnings from continuing operations	$ 64,169	$ 78,551	$ 210,520	$ 112,899
Interest expense	15,409	18,513	47,875	53,671
Income taxes	23,804	29,105	73,981	52,855
Depreciation and amortization	41,765	41,181	124,095	117,602
Amortization of acquired unfavorable contract backlog	(4,348)	(23,394)	(18,676)	(58,202)
Asset impairments	5,983	15	6,513	15
Adjusted EBITDA from continuing operations	$ 146,782	$ 143,971	$ 444,308	$ 278,840

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LEASES - Maturity of Lease Liabilities (Details) $ in Thousands	May 31, 2020 USD ($)
Operating Leases
Year 1	$ 33,064
Year 2	27,822
Year 3	22,499
Year 5	12,796
Year 4	17,549
Thereafter	32,975
Total lease payments	146,705
Less: Imputed interest	19,511
Present value of lease liabilities	127,194
Finance Leases
Year 1	14,229
Year 2	12,103
Year 3	9,728
Year 4	7,632
Year 5	3,336
Thereafter	108
Total lease payments	47,136
Less: Imputed interest	3,631
Present value of lease liabilities	$ 43,505

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DERIVATIVES (Narrative) (Details) - USD ($) $ in Millions	May 31, 2020	Aug. 31, 2019
Foreign exchange
Derivative [Line Items]
Derivative notional amount	$ 80.6	$ 94.1
Commodity
Derivative [Line Items]
Derivative notional amount	$ 45.3	$ 42.6

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FAIR VALUE (Financial Assets and Financial Liabilities Measured at Fair Value on Recurring Basis) (Details) - Fair value, measurements, recurring - USD ($) $ in Thousands	May 31, 2020	Aug. 31, 2019
Money market investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market investments	$ 344,307	$ 66,240
Commodity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	193	1,269
Derivative liabilities	10,899	99
Foreign exchange
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	911	569
Derivative liabilities	893	899
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market investments	344,307	66,240
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commodity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	193	1,269
Derivative liabilities	870	99
Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign exchange
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	0	0
Derivative liabilities	0	0
Significant Other Observable Inputs (Level 2) | Money market investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market investments	0	0
Significant Other Observable Inputs (Level 2) | Commodity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	0	0
Derivative liabilities	0	0
Significant Other Observable Inputs (Level 2) | Foreign exchange
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	911	569
Derivative liabilities	893	899
Significant Unobservable Inputs (Level 3) | Money market investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market investments	0	0
Significant Unobservable Inputs (Level 3) | Commodity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	0	0
Derivative liabilities	10,029	0
Significant Unobservable Inputs (Level 3) | Foreign exchange
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	0	0
Derivative liabilities	$ 0	$ 0

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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		May 31, 2020	May 31, 2019	May 31, 2020		May 31, 2019
Income Statement [Abstract]
Net sales		$ 1,341,683	$ 1,605,872	$ 4,067,354		$ 4,285,997
Costs and expenses:
Cost of goods sold		1,116,353	1,364,242	3,385,963		3,735,168
Selling, general and administrative expenses		115,965	115,446	342,502		331,389
Interest expense		15,409	18,513	47,875		53,671
Asset impairments		5,983	15	6,513		15
Total costs and expenses		1,253,710	1,498,216	3,782,853		4,120,243
Earnings from continuing operations before income taxes		87,973	107,656	284,501		165,754
Income taxes		23,804	29,105	73,981		52,855
Earnings from continuing operations		64,169	78,551	210,520		112,899
Earnings (loss) from discontinued operations before income taxes		745	(190)	1,941		(808)
Income taxes (benefit)		180	(29)	581		109
Earnings (loss) from discontinued operations		565	(161)	1,360		(917)
Net earnings		$ 64,734	$ 78,390	$ 211,880		$ 111,982
Basic earnings per share*
Earnings from continuing operations (in USD per share)	[1]	$ 0.54	$ 0.67	$ 1.77		$ 0.96
Earnings (loss) from discontinued operations (in USD per share)		0	0	0.01	[1]	(0.01)	[1]
Net earnings (in USD per share)		0.54	0.66	1.78	[1]	0.95	[1]
Diluted earnings per share*
Earnings from continuing operations (in USD per share)	[1]	0.53	0.66	1.75		0.95
Earnings (loss) from discontinued operations (in USD per share)		0	0	0.01	[1]	(0.01)	[1]
Net earnings (in USD per share)		$ 0.54	$ 0.66	$ 1.76	[1]	$ 0.94	[1]
Average basic shares outstanding		119,192,962	118,045,362	118,828,870		117,762,945
Average diluted shares outstanding		120,278,741	119,145,566	120,277,737		119,013,014

[1] *Earnings Per Share ("EPS") is calculated independently for each component and may not sum to Net EPS due to rounding

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	9 Months Ended
	May 31, 2020	May 31, 2019
Cash flows from (used by) operating activities:
Net earnings	$ 211,880	$ 111,982
Adjustments to reconcile net earnings to cash flows from (used by) operating activities:
Depreciation and amortization	124,104	117,617
Deferred income taxes and other long-term taxes	47,761	36,367
Stock-based compensation	21,975	17,350
Amortization of acquired unfavorable contract backlog	(18,676)	(58,202)
Asset impairments	6,513	15
Net gain on disposals of subsidiaries, assets and other	(5,476)	(1,334)
Other	1,933	651
Changes in operating assets and liabilities	141,819	(75,422)
Beneficial interest in securitized accounts receivable	0	(367,521)
Net cash flows from (used by) operating activities	531,833	(218,497)
Cash flows from (used by) investing activities:
Capital expenditures	(134,092)	(91,753)
Proceeds from the sale of property, plant and equipment	14,091	2,503
Proceeds from insurance, sale of discontinued operations and other	974	6,298
Acquisitions, net of cash acquired	(9,850)	(700,941)
Beneficial interest in securitized accounts receivable	0	367,521
Net cash flows used by investing activities:	(128,877)	(416,372)
Cash flows from (used by) financing activities:
Proceeds from issuance of long-term debt	22,566	180,000
Repayments of long-term debt	(110,470)	(24,138)
Proceeds from accounts receivable programs	171,133	223,143
Repayments under accounts receivable programs	(171,285)	(209,363)
Dividends	(42,768)	(42,387)
Stock issued under incentive and purchase plans, net of forfeitures	(1,921)	(2,364)
Contribution from noncontrolling interests	16	10
Net cash flows from (used by) financing activities	(132,729)	124,901
Effect of exchange rate changes on cash	210	(341)
Increase (decrease) in cash, restricted cash and cash equivalents	270,437	(510,309)
Cash, restricted cash and cash equivalents at beginning of period	464,166	122,306
Cash, restricted cash and cash equivalents at end of period	464,166	122,306
Supplemental information:
Cash paid for income taxes	29,566	6,852
Cash paid for interest	49,159	53,773
Noncash activities:
Liabilities related to additions of property, plant and equipment	$ 31,881	$ 37,602

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

9 Months Ended

May 31, 2020

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated other comprehensive income (loss)

NOTE 3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables reflect the changes in accumulated other comprehensive income (loss) ("AOCI"):

	Three Months Ended May 31, 2020
(in thousands)	Foreign Currency Translation		Unrealized Gain (Loss) on Derivatives		Defined Benefit Obligation		Total AOCI
Balance, February 29, 2020	$	(115,642)	$	(1,998)	$	(3,750)	$	(121,390)
Other comprehensive loss before reclassifications	(8,037)		(6,350)		(10)		(14,397)
Amounts reclassified from AOCI	2		(98)		—		(96)
Income taxes	—		1,224		2		1,226
Net other comprehensive loss	(8,035)		(5,224)		(8)		(13,267)
Balance, May 31, 2020	$	(123,677)	$	(7,222)	$	(3,758)	$	(134,657)
	Nine Months Ended May 31, 2020
(in thousands)	Foreign Currency Translation		Unrealized Gain (Loss) on Derivatives		Defined Benefit Obligation		Total AOCI
Balance, August 31, 2019	$	(121,498)	$	1,106	$	(3,734)	$	(124,126)
Other comprehensive loss before reclassifications	(2,179)		(9,969)		(34)		(12,182)
Amounts reclassified from AOCI	—		(312)		—		(312)
Income taxes	—		1,953		10		1,963
Net other comprehensive loss	(2,179)		(8,328)		(24)		(10,531)
Balance, May 31, 2020	$	(123,677)	$	(7,222)	$	(3,758)	$	(134,657)

	Three Months Ended May 31, 2019
(in thousands)	Foreign Currency Translation		Unrealized Gain (Loss) on Derivatives		Defined Benefit Obligation		Total AOCI
Balance, February 28, 2019	$	(100,943)	$	1,151	$	(1,095)	$	(100,887)
Other comprehensive loss before reclassifications	(5,135)		(86)		(6)		(5,227)
Amounts reclassified from AOCI	19		(181)		—		(162)
Income taxes	—		51		—		51
Net other comprehensive loss	(5,116)		(216)		(6)		(5,338)
Balance, May 31, 2019	$	(106,059)	$	935	$	(1,101)	$	(106,225)
	Nine Months Ended May 31, 2019
(in thousands)	Foreign Currency Translation		Unrealized Gain (Loss) on Derivatives		Defined Benefit Obligation		Total AOCI
Balance, August 31, 2018	$	(92,637)	$	1,356	$	(2,396)	$	(93,677)
Other comprehensive loss before reclassifications	(14,278)		(190)		(25)		(14,493)
Amounts reclassified from AOCI	856		(330)		1,666		2,192
Income taxes (benefit)	—		99		(346)		(247)
Net other comprehensive income (loss)	(13,422)		(421)		1,295		(12,548)
Balance, May 31, 2019	$	(106,059)	$	935	$	(1,101)	$	(106,225)

Items reclassified out of AOCI were immaterial for the three and nine months ended May 31, 2020 and 2019. Thus, the corresponding line items in the condensed consolidated statements of earnings to which the items were reclassified are not presented.

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LEASES

9 Months Ended

May 31, 2020

Leases [Abstract]

Operating Leases

NOTE 7. LEASES

The following table presents the components of the total leased assets and lease liabilities and their classification in the Company's condensed consolidated balance sheet at May 31, 2020:

(in thousands)	Classification in Condensed Consolidated Balance Sheet	May 31, 2020
Assets:
Operating assets	Other noncurrent assets	$	120,931
Finance assets	Property, plant and equipment, net	43,477
Total leased assets		$	164,408
Liabilities:
Operating lease liabilities:
Current	Accrued expenses and other payables	$	28,291
Long-term	Other noncurrent liabilities	98,903
Total operating lease liabilities		127,194
Finance lease liabilities:
Current	Current maturities of long-term debt and short-term borrowings	12,668
Long-term	Long-term debt	30,837
Total finance lease liabilities		43,505
Total lease liabilities		$	170,699

The components of lease cost were as follows:

(in thousands)	Three Months Ended May 31, 2020		Nine Months Ended May 31, 2020
Operating lease expense	$	9,129	$	26,734
Finance lease expense:
Amortization of assets	3,343		8,228
Interest on lease liabilities	456		1,322
Total finance lease expense	3,799		9,550
Variable and short term-lease expense	4,233		12,547
Total lease expense	$	17,161	$	48,831

The weighted-average remaining lease term and discount rate for operating and finance leases are presented in the following table:

	May 31, 2020
Weighted-average remaining lease term (years)
Operating leases	6.4
Finance leases	3.8
Weighted-average discount rate
Operating leases	4.178	%
Finance leases	4.180	%

Cash flow and other information related to leases is included in the following table:

(in thousands)	Nine Months Ended May 31, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases	$	27,003
Operating cash outflows from finance leases	1,243
Financing cash outflows from finance leases	9,607
ROU assets obtained in exchange for lease obligations:
Operating leases	38,363
Finance leases	16,277

Maturities of lease liabilities at May 31, 2020 are presented in the following table:

(in thousands)	Operating Leases		Finance Leases
Year 1	$	33,064	$	14,229
Year 2	27,822		12,103
Year 3	22,499		9,728
Year 4	17,549		7,632
Year 5	12,796		3,336
Thereafter	32,975		108
Total lease payments	146,705		47,136
Less: Imputed interest	19,511		3,631
Present value of lease liabilities	$	127,194	$	43,505

Future maturities of lease liabilities at August 31, 2019, prior to adoption of ASU 2016-02, are presented in the following table:

			Twelve Months Ended August 31,
(in thousands)	Total		2020	2021	2022	2023	2024	Thereafter
Capital lease obligations	$	41,331	13,104	10,004	7,758	5,831	3,904	$	730
Long-term non-cancelable operating leases	$	124,817	34,511	27,383	22,074	17,433	10,478	$	12,938

Finance Leases

NOTE 7. LEASES

The following table presents the components of the total leased assets and lease liabilities and their classification in the Company's condensed consolidated balance sheet at May 31, 2020:

(in thousands)	Classification in Condensed Consolidated Balance Sheet	May 31, 2020
Assets:
Operating assets	Other noncurrent assets	$	120,931
Finance assets	Property, plant and equipment, net	43,477
Total leased assets		$	164,408
Liabilities:
Operating lease liabilities:
Current	Accrued expenses and other payables	$	28,291
Long-term	Other noncurrent liabilities	98,903
Total operating lease liabilities		127,194
Finance lease liabilities:
Current	Current maturities of long-term debt and short-term borrowings	12,668
Long-term	Long-term debt	30,837
Total finance lease liabilities		43,505
Total lease liabilities		$	170,699

The components of lease cost were as follows:

(in thousands)	Three Months Ended May 31, 2020		Nine Months Ended May 31, 2020
Operating lease expense	$	9,129	$	26,734
Finance lease expense:
Amortization of assets	3,343		8,228
Interest on lease liabilities	456		1,322
Total finance lease expense	3,799		9,550
Variable and short term-lease expense	4,233		12,547
Total lease expense	$	17,161	$	48,831

The weighted-average remaining lease term and discount rate for operating and finance leases are presented in the following table:

	May 31, 2020
Weighted-average remaining lease term (years)
Operating leases	6.4
Finance leases	3.8
Weighted-average discount rate
Operating leases	4.178	%
Finance leases	4.180	%

Cash flow and other information related to leases is included in the following table:

(in thousands)	Nine Months Ended May 31, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases	$	27,003
Operating cash outflows from finance leases	1,243
Financing cash outflows from finance leases	9,607
ROU assets obtained in exchange for lease obligations:
Operating leases	38,363
Finance leases	16,277

Maturities of lease liabilities at May 31, 2020 are presented in the following table:

(in thousands)	Operating Leases		Finance Leases
Year 1	$	33,064	$	14,229
Year 2	27,822		12,103
Year 3	22,499		9,728
Year 4	17,549		7,632
Year 5	12,796		3,336
Thereafter	32,975		108
Total lease payments	146,705		47,136
Less: Imputed interest	19,511		3,631
Present value of lease liabilities	$	127,194	$	43,505

Future maturities of lease liabilities at August 31, 2019, prior to adoption of ASU 2016-02, are presented in the following table:

			Twelve Months Ended August 31,
(in thousands)	Total		2020	2021	2022	2023	2024	Thereafter
Capital lease obligations	$	41,331	13,104	10,004	7,758	5,831	3,904	$	730
Long-term non-cancelable operating leases	$	124,817	34,511	27,383	22,074	17,433	10,478	$	12,938

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REVENUE RECOGNITION - Revenue Recognition Method (Details) - Americas Fabrication	3 Months Ended	9 Months Ended
	May 31, 2020	May 31, 2020
Recognized as Amounts are Billed
Disaggregation of Revenue [Line Items]
Contract as percent of total segment revenue (percent)	52.00%	50.00%
Fabricated Product and Installation Services | Recognized over Time
Disaggregation of Revenue [Line Items]
Contract as percent of total segment revenue (percent)	23.00%	25.00%
Fabricated Product without Installation Services | Recognized over Time
Disaggregation of Revenue [Line Items]
Contract as percent of total segment revenue (percent)	25.00%

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BUSINESS SEGMENTS (Tables)

9 Months Ended

May 31, 2020

Segment Reporting [Abstract]

Summary of certain financial information from continuing operations by reportable segment

The following is a summary of certain financial information from continuing operations by reportable segment:

	Three Months Ended May 31, 2020
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Continuing Operations
Net sales-unaffiliated customers	$	148,021	$	451,278	$	567,782	$	173,465	$	1,137	$	1,341,683
Intersegment sales	55,134		289,534		1,466		352		(346,486)		—
Net sales	203,155		740,812		569,248		173,817		(345,349)		1,341,683
Adjusted EBITDA	(1,664)		133,174		31,896		14,270		(30,894)		146,782
	Nine Months Ended May 31, 2020
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Continuing Operations
Net sales-unaffiliated customers	$	499,707	$	1,396,837	$	1,648,540	$	518,161	$	4,109	$	4,067,354
Intersegment sales	173,793		844,908		4,303		1,124		(1,024,128)		—
Net sales	673,500		2,241,745		1,652,843		519,285		(1,020,019)		4,067,354
Adjusted EBITDA	7,507		413,890		65,437		39,080		(81,606)		444,308
Total assets at May 31, 2020*	216,270		1,609,574		1,052,324		506,192		570,527		3,954,887

_________________ 

*Total assets listed in Corporate and Other includes assets from discontinued operations.

	Three Months Ended May 31, 2019
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Continuing Operations
Net sales-unaffiliated customers	$	228,786	$	536,035	$	629,510	$	209,022	$	2,519	$	1,605,872
Intersegment sales	60,229		330,868		3,537		343		(394,977)		—
Net sales	289,015		866,903		633,047		209,365		(392,458)		1,605,872
Adjusted EBITDA	12,331		158,114		(23,289)		24,120		(27,305)		143,971
	Nine Months Ended May 31, 2019
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Continuing Operations
Net sales-unaffiliated customers	$	694,855	$	1,382,501	$	1,590,746	$	610,640	$	7,255	$	4,285,997
Intersegment sales	183,244		860,964		10,248		947		(1,055,403)		—
Net sales	878,099		2,243,465		1,600,994		611,587		(1,048,148)		4,285,997
Adjusted EBITDA	37,889		384,383		(109,863)		77,436		(111,005)		278,840
Total assets at August 31, 2019*	257,517		1,667,366		1,106,420		464,177		263,291		3,758,771

_________________ 

*Total assets listed in Corporate and Other includes assets from discontinued operations.

Reconciliations of earnings from continuing operations to adjusted operating profit

The following table presents a reconciliation of earnings from continuing operations to adjusted EBITDA from continuing operations:

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2020		2019		2020		2019
Earnings from continuing operations	$	64,169	$	78,551	$	210,520	$	112,899
Interest expense	15,409		18,513		47,875		53,671
Income taxes	23,804		29,105		73,981		52,855
Depreciation and amortization	41,765		41,181		124,095		117,602
Asset impairments	5,983		15		6,513		15
Amortization of acquired unfavorable contract backlog	(4,348)		(23,394)		(18,676)		(58,202)
Adjusted EBITDA from continuing operations	$	146,782	$	143,971	$	444,308	$	278,840

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DERIVATIVES (Tables)

9 Months Ended

May 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Commodity contract commitments

The following table provides information regarding the Company's commodity contract commitments at May 31, 2020:

Commodity	Long/Short	Total
Aluminum	Long	2,300	MT
Aluminum	Short	1,100	MT
Copper	Long	318	MT
Copper	Short	4,990	MT
Electricity	Long	2,000,000	MW(h)

_________________

MT = Metric Ton

MW(h) = Megawatt hour

Derivatives not designated as hedging instruments

The following table summarizes activity related to the Company's derivative instruments not designated as hedging instruments recognized in the condensed consolidated statements of earnings. All other activity related to the Company's derivative instruments and hedged items was immaterial for the periods presented. 

		Three Months Ended May 31,				Nine Months Ended May 31,
Derivatives Not Designated as Hedging Instruments (in thousands)	Location	2020		2019		2020		2019
Commodity	Cost of goods sold	$	1,465	$	3,408	$	1,881	$	143
Foreign exchange	SG&A expenses	(890)		(72)		(870)		(472)
Gain (loss) before income taxes		$	575	$	3,336	$	1,011	$	(329)

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FAIR VALUE (Financial Assets and Liabilities Not Required to Be Measured at Fair Value) (Details) - USD ($) $ in Thousands	May 31, 2020	Aug. 31, 2019
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Financial liabilities	$ 1,180,074	$ 1,254,921
2027 Notes
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Financial liabilities	300,000	300,000
2027 Notes | Level 2 | Fair Value
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Financial liabilities	300,495	303,810
2026 Notes
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Financial liabilities	350,000	350,000
2026 Notes | Level 2 | Fair Value
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Financial liabilities	358,145	363,444
2023 Notes
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Financial liabilities	330,000	330,000
2023 Notes | Level 2 | Fair Value
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Financial liabilities	334,970	342,098
Short-term borrowings
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Financial liabilities	2,765	3,929
Short-term borrowings | Level 2 | Fair Value
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Financial liabilities	2,765	3,929
Revolving credit facility | Term Loan
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Financial liabilities	110,125	210,125
Revolving credit facility | Poland credit facilities
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Financial liabilities	$ 22,350	$ 0

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LEASES - Future Lease Obligations Prior to Adoption of ASU 2016-02 (Details) $ in Thousands	Aug. 31, 2019 USD ($)
Capital lease obligations
Total	$ 41,331
2020	13,104
2021	10,004
2022	7,758
2023	5,831
2024	3,904
Thereafter	730
Long-term non-cancelable operating leases
Total	124,817
2020	34,511
2021	27,383
2022	22,074
2023	17,433
2024	10,478
Thereafter	$ 12,938

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DERIVATIVES (Commodity Contract Commitments) (Details) MWh in Millions	9 Months Ended
	May 31, 2020 MWh t
Aluminum | Long
Derivative [Line Items]
Commodity contract commitments	2,300
Aluminum | Short
Derivative [Line Items]
Commodity contract commitments	1,100
Copper | Long
Derivative [Line Items]
Commodity contract commitments	318
Copper | Short
Derivative [Line Items]
Commodity contract commitments	4,990
Electricity | Long
Derivative [Line Items]
Commodity contract commitment, electricity | MWh	2

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REVENUE RECOGNITION

9 Months Ended

May 31, 2020

Revenue from Contract with Customer [Abstract]

Revenue Recognition

NOTE 4. REVENUE RECOGNITION

In the Americas Mills, Americas Recycling and International Mill segments, revenue is recognized at a point in time concurrent with the transfer of control, which usually occurs, depending on shipping terms, upon shipment or customer receipt.

In the Americas Fabrication segment, each contract represents a single performance obligation. Revenue is either recognized over time or equal to billing under an available practical expedient. For contracts where the Company provides fabricated product and installation services, revenue is recognized over time using an input method. For the three and nine months ended May 31, 2020, these contracts represented approximately 23% and 25%, respectively, of net sales in the Americas Fabrication segment. For these contracts, the measure of progress is based on contract costs incurred to date compared to total estimated contract costs, which provides a reasonable depiction of the Company’s progress towards satisfaction of the performance obligation as there is a direct relationship between costs incurred by the Company and the transfer of the fabricated product and installation services. Revenue from contracts where the Company does not provide installation services is recognized over time using an output method. For the three and nine months ended May 31, 2020, these contracts represented approximately 25% of net sales in the Americas Fabrication segment. For these contracts, the Company uses tons shipped compared to total estimated tons, which provides a reasonable depiction of the transfer of contract value to the customer, as there is a direct relationship between the units shipped by the Company and the transfer of the fabricated product. Significant judgment is required to evaluate total estimated costs used in the input method and total estimated tons in the output method. If estimated total consolidated costs on any contract are greater than the net contract revenues, the Company recognizes the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues, costs to complete or total planned quantity is recorded in the period in which such revisions are identified. The Company does not exercise significant judgment in determining the transaction price. For the three and nine months ended May 31, 2020, the remaining 52% and 50%, respectively, of net sales in the Americas Fabrication segment was recognized as amounts were billed to the customer.

Payment terms and conditions vary by contract type, although the Company generally requires customers to pay within 30 days of invoice date. The timing of revenue recognition for certain Americas Fabrication contracts, as described above, differs from the timing of invoicing to customers. The Company records an asset when revenue is recognized prior to invoicing and a liability when revenue is recognized after invoicing. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined the contracts do not include a significant financing component.

The following table provides information about assets and liabilities from contracts with customers.

(in thousands)	May 31, 2020		August 31, 2019
Contract assets (included in accounts receivable)	$	55,687	$	103,805
Contract liabilities (included in accrued expenses and other payables)	21,900		37,165

The entire contract liability as of August 31, 2019 was recognized in the nine months ended May 31, 2020.

Remaining Performance Obligations

As of May 31, 2020, $732.3 million has been allocated to remaining performance obligations in the Americas Fabrication segment, excluding those contracts where revenue is recognized equal to billing. Of this amount, the Company estimates the remaining performance obligations will be recognized as revenue after May 31, 2020 as follows: 40% in the first twelve months, 48% in the following twelve months, and 12% thereafter. The duration of contracts in the Americas Mills, Americas Recycling and International Mill segments are typically less than one year.

Disaggregation of Revenue

The following tables display revenue by reportable segment from external customers, disaggregated by major source. The Company believes disaggregating by these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

	Three Months Ended May 31, 2020
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Total
Steel products	$	204	$	420,169	$	494,519	$	165,626	$	—	$	1,080,518
Ferrous scrap	63,735		8,698		—		61		—		72,494
Nonferrous scrap	83,650		3,091		—		2,438		—		89,179
Construction materials	—		—		72,637		—		—		72,637
Other	432		19,320		626		5,340		1,137		26,855
Total	$	148,021	$	451,278	$	567,782	$	173,465	$	1,137	$	1,341,683
	Nine Months Ended May 31, 2020
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Total
Steel products	$	459	$	1,298,980	$	1,436,011	$	494,853	$	—	$	3,230,303
Ferrous scrap	188,077		26,320		1		432		—		214,830
Nonferrous scrap	309,730		9,981		—		6,680		—		326,391
Construction materials	—		—		206,225		—		—		206,225
Other	1,441		61,556		6,303		16,196		4,109		89,605
Total	$	499,707	$	1,396,837	$	1,648,540	$	518,161	$	4,109	$	4,067,354

	Three Months Ended May 31, 2019
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Total
Steel products	$	238	$	501,925	$	554,672	$	199,431	$	—	$	1,256,266
Ferrous scrap	106,404		8,916		2		525		—		115,847
Nonferrous scrap	121,581		4,080		—		3,212		—		128,873
Construction materials	—		—		71,228		—		—		71,228
Other	563		21,114		3,608		5,854		2,519		33,658
Total	$	228,786	$	536,035	$	629,510	$	209,022	$	2,519	$	1,605,872
	Nine Months Ended May 31, 2019
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Total
Steel products	$	679	$	1,294,217	$	1,392,442	$	584,735	$	—	$	3,272,073
Ferrous scrap	323,311		26,802		2		1,055		—		351,170
Nonferrous scrap	369,660		10,568		—		8,677		—		388,905
Construction materials	—		—		188,589		—		—		188,589
Other	1,205		50,914		9,713		16,173		7,255		85,260
Total	$	694,855	$	1,382,501	$	1,590,746	$	610,640	$	7,255	$	4,285,997

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CREDIT ARRANGEMENTS

9 Months Ended

May 31, 2020

Debt Disclosure [Abstract]

Credit arrangements

NOTE 8. CREDIT ARRANGEMENTS

Long-term debt at May 31, 2020 and August 31, 2019 was as follows: 

(in thousands)	Weighted Average Interest Rate at May 31, 2020	May 31, 2020		August 31, 2019
2027 Notes	5.375%	$	300,000	$	300,000
2026 Notes	5.750%	350,000		350,000
2023 Notes	4.875%	330,000		330,000
Term Loan	3.113%	110,125		210,125
Poland credit facilities	1.989%	22,350		—
Short-term borrowings	1.900%	2,765		3,929
Other	5.100%	21,329		23,168
Finance leases		43,505		37,699
Total debt		1,180,074		1,254,921
Less debt issuance costs		9,003		10,268
Total amounts outstanding		1,171,071		1,244,653
Less current maturities		14,506		13,510
Less short-term borrowings		2,765		3,929
Current maturities of long-term debt and short-term borrowings		17,271		17,439
Long-term debt		$	1,153,800	$	1,227,214

The Company had no amounts drawn under the $350.0 million revolving credit facility (the "Revolver") at May 31, 2020 and August 31, 2019. The availability under the Revolver was reduced by outstanding stand-by letters of credit of $3.0 million at May 31, 2020 and August 31, 2019.

The Company also has credit facilities in Poland through its subsidiary CMCP. At May 31, 2020, CMCP's credit facilities totaled Polish zloty ("PLN") 275.0 million, or $68.6 million. These facilities expire in March 2022. At May 31, 2020, $22.4 million was outstanding under these facilities. No amounts were outstanding as of August 31, 2019. The available balance of these credit facilities was further reduced by outstanding stand-by letters of credit, guarantees, and/or other financial assurance instruments, which totaled $0.8 million and $1.1 million at May 31, 2020 and August 31, 2019, respectively.

The Company's debt agreements require the Company to comply with certain non-financial and financial covenants, including an interest coverage ratio and a debt to capitalization ratio. At May 31, 2020, the Company was in compliance with all covenants contained in its debt agreements.

Accounts Receivable Facilities

The Company had no advance payments outstanding under the U.S. accounts receivable facility at May 31, 2020 or August 31, 2019.

The Poland accounts receivable facility has a limit of PLN 220.0 million ($54.9 million at May 31, 2020). The Company had $2.8 million of advance payments outstanding under the Poland accounts receivable facility at May 31, 2020, and $3.9 million at August 31, 2019.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019
Statement of Comprehensive Income [Abstract]
Net earnings	$ 64,734	$ 78,390	$ 211,880	$ 111,982
Other comprehensive income, net of income taxes:
Foreign currency translation adjustment	(8,037)	(5,135)	(2,179)	(14,278)
Reclassification for translation loss realized upon liquidation of investment in foreign entity	2	19	0	856
Foreign currency translation adjustment	(8,035)	(5,116)	(2,179)	(13,422)
Net unrealized gain (loss) on derivatives:
Unrealized holding gain (loss)	(5,143)	(145)	(8,075)	(267)
Reclassification for loss included in net earnings	(81)	(71)	(253)	(154)
Net unrealized gain (loss) on derivatives	(5,224)	(216)	(8,328)	(421)
Defined benefit obligation:
Amortization of prior services	(8)	(6)	(24)	(21)
Reclassification for settlement losses	0	0	0	1,316
Defined benefit obligation	(8)	(6)	(24)	1,295
Other comprehensive income (loss)	(13,267)	(5,338)	(10,531)	(12,548)
Comprehensive income	$ 51,467	$ 73,052	$ 201,349	$ 99,434

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands	May 31, 2020	May 31, 2019
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 462,110	$ 120,315
Restricted cash	2,056	1,991
Total cash, restricted cash and cash equivalents	$ 464,166	$ 122,306

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STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE (Tables)

9 Months Ended

May 31, 2020

Earnings Per Share [Abstract]

Calculations of the basic and diluted earnings per share from continuing operations

The calculations of basic and diluted earnings per share from continuing operations were as follows: 

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands, except share data)	2020		2019		2020		2019
Earnings from continuing operations	$	64,169	$	78,551	$	210,520	$	112,899
Basic earnings per share:
Shares outstanding for basic earnings per share	119,192,962		118,045,362		118,828,870		117,762,945
Basic earnings per share from continuing operations	$	0.54	$	0.67	$	1.77	$	0.96
Diluted earnings per share:
Shares outstanding for basic earnings per share	119,192,962		118,045,362		118,828,870		117,762,945
Effect of dilutive securities:
Stock-based incentive/purchase plans	1,085,779		1,100,204		1,448,867		1,250,069
Shares outstanding for diluted earnings per share	120,278,741		119,145,566		120,277,737		119,013,014
Diluted earnings per share from continuing operations	$	0.53	$	0.66	$	1.75	$	0.95

Anti-dilutive shares not included above were immaterial for all periods presented.

Restricted stock is included in the number of shares of common stock issued and outstanding but omitted from the basic earnings per share calculation until the shares vest.

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CREDIT ARRANGEMENTS (Tables)

9 Months Ended

May 31, 2020

Debt Disclosure [Abstract]

Long-term debt, including the deferred gain from the termination of the interest rate swaps

Long-term debt at May 31, 2020 and August 31, 2019 was as follows: 

(in thousands)	Weighted Average Interest Rate at May 31, 2020	May 31, 2020		August 31, 2019
2027 Notes	5.375%	$	300,000	$	300,000
2026 Notes	5.750%	350,000		350,000
2023 Notes	4.875%	330,000		330,000
Term Loan	3.113%	110,125		210,125
Poland credit facilities	1.989%	22,350		—
Short-term borrowings	1.900%	2,765		3,929
Other	5.100%	21,329		23,168
Finance leases		43,505		37,699
Total debt		1,180,074		1,254,921
Less debt issuance costs		9,003		10,268
Total amounts outstanding		1,171,071		1,244,653
Less current maturities		14,506		13,510
Less short-term borrowings		2,765		3,929
Current maturities of long-term debt and short-term borrowings		17,271		17,439
Long-term debt		$	1,153,800	$	1,227,214

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI by Components) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	$ (121,390)	$ (100,887)	$ (124,126)	$ (93,677)
Other comprehensive income before reclassifications	(14,397)	(5,227)	(12,182)	(14,493)
Amounts reclassified from AOCI	(96)	(162)	(312)	2,192
Income taxes	1,226	51	1,963	(247)
Other comprehensive income (loss)	(13,267)	(5,338)	(10,531)	(12,548)
Ending balance	(134,657)	(106,225)	(134,657)	(106,225)
Foreign Currency Translation
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(115,642)	(100,943)	(121,498)	(92,637)
Other comprehensive income before reclassifications	(8,037)	(5,135)	(2,179)	(14,278)
Amounts reclassified from AOCI	2	19	0	856
Income taxes	0	0	0	0
Other comprehensive income (loss)	(8,035)	(5,116)	(2,179)	(13,422)
Ending balance	(123,677)	(106,059)	(123,677)	(106,059)
Unrealized Gain (Loss) on Derivatives
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(1,998)	1,151	1,106	1,356
Other comprehensive income before reclassifications	(6,350)	(86)	(9,969)	(190)
Amounts reclassified from AOCI	(98)	(181)	(312)	(330)
Income taxes	1,224	51	1,953	99
Other comprehensive income (loss)	(5,224)	(216)	(8,328)	(421)
Ending balance	(7,222)	935	(7,222)	935
Defined Benefit Obligation
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(3,750)	(1,095)	(3,734)	(2,396)
Other comprehensive income before reclassifications	(10)	(6)	(34)	(25)
Amounts reclassified from AOCI	0	0	0	1,666
Income taxes	2	0	10	(346)
Other comprehensive income (loss)	(8)	(6)	(24)	1,295
Ending balance	$ (3,758)	$ (1,101)	$ (3,758)	$ (1,101)

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LEASES (Tables)

9 Months Ended

May 31, 2020

Leases [Abstract]

Schedule of Balance Sheet Components of Leases

The following table presents the components of the total leased assets and lease liabilities and their classification in the Company's condensed consolidated balance sheet at May 31, 2020:

(in thousands)	Classification in Condensed Consolidated Balance Sheet	May 31, 2020
Assets:
Operating assets	Other noncurrent assets	$	120,931
Finance assets	Property, plant and equipment, net	43,477
Total leased assets		$	164,408
Liabilities:
Operating lease liabilities:
Current	Accrued expenses and other payables	$	28,291
Long-term	Other noncurrent liabilities	98,903
Total operating lease liabilities		127,194
Finance lease liabilities:
Current	Current maturities of long-term debt and short-term borrowings	12,668
Long-term	Long-term debt	30,837
Total finance lease liabilities		43,505
Total lease liabilities		$	170,699

Lease Cost

The components of lease cost were as follows:

(in thousands)	Three Months Ended May 31, 2020		Nine Months Ended May 31, 2020
Operating lease expense	$	9,129	$	26,734
Finance lease expense:
Amortization of assets	3,343		8,228
Interest on lease liabilities	456		1,322
Total finance lease expense	3,799		9,550
Variable and short term-lease expense	4,233		12,547
Total lease expense	$	17,161	$	48,831

The weighted-average remaining lease term and discount rate for operating and finance leases are presented in the following table:

	May 31, 2020
Weighted-average remaining lease term (years)
Operating leases	6.4
Finance leases	3.8
Weighted-average discount rate
Operating leases	4.178	%
Finance leases	4.180	%

Cash Flow and Other Information Related to Leases

Cash flow and other information related to leases is included in the following table:

(in thousands)	Nine Months Ended May 31, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases	$	27,003
Operating cash outflows from finance leases	1,243
Financing cash outflows from finance leases	9,607
ROU assets obtained in exchange for lease obligations:
Operating leases	38,363
Finance leases	16,277

Maturity of Operating Lease Liabilities

Maturities of lease liabilities at May 31, 2020 are presented in the following table:

(in thousands)	Operating Leases		Finance Leases
Year 1	$	33,064	$	14,229
Year 2	27,822		12,103
Year 3	22,499		9,728
Year 4	17,549		7,632
Year 5	12,796		3,336
Thereafter	32,975		108
Total lease payments	146,705		47,136
Less: Imputed interest	19,511		3,631
Present value of lease liabilities	$	127,194	$	43,505

Maturity of Finance Lease Liabilities

Maturities of lease liabilities at May 31, 2020 are presented in the following table:

(in thousands)	Operating Leases		Finance Leases
Year 1	$	33,064	$	14,229
Year 2	27,822		12,103
Year 3	22,499		9,728
Year 4	17,549		7,632
Year 5	12,796		3,336
Thereafter	32,975		108
Total lease payments	146,705		47,136
Less: Imputed interest	19,511		3,631
Present value of lease liabilities	$	127,194	$	43,505

Future Maturity of Lease Obligations Prior to Adoption of ASU 2016-02

Future maturities of lease liabilities at August 31, 2019, prior to adoption of ASU 2016-02, are presented in the following table:

			Twelve Months Ended August 31,
(in thousands)	Total		2020	2021	2022	2023	2024	Thereafter
Capital lease obligations	$	41,331	13,104	10,004	7,758	5,831	3,904	$	730
Long-term non-cancelable operating leases	$	124,817	34,511	27,383	22,074	17,433	10,478	$	12,938

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STOCKHOLDERS EQUITY AND EARNINGS PER SHARE

9 Months Ended

May 31, 2020

Earnings Per Share [Abstract]

Stockholder's equity and earnings per share

NOTE 12. STOCKHOLDERS' EQUITY AND EARNINGS PER SHARE

The calculations of basic and diluted earnings per share from continuing operations were as follows: 

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands, except share data)	2020		2019		2020		2019
Earnings from continuing operations	$	64,169	$	78,551	$	210,520	$	112,899
Basic earnings per share:
Shares outstanding for basic earnings per share	119,192,962		118,045,362		118,828,870		117,762,945
Basic earnings per share from continuing operations	$	0.54	$	0.67	$	1.77	$	0.96
Diluted earnings per share:
Shares outstanding for basic earnings per share	119,192,962		118,045,362		118,828,870		117,762,945
Effect of dilutive securities:
Stock-based incentive/purchase plans	1,085,779		1,100,204		1,448,867		1,250,069
Shares outstanding for diluted earnings per share	120,278,741		119,145,566		120,277,737		119,013,014
Diluted earnings per share from continuing operations	$	0.53	$	0.66	$	1.75	$	0.95

Anti-dilutive shares not included above were immaterial for all periods presented.

Restricted stock is included in the number of shares of common stock issued and outstanding but omitted from the basic earnings per share calculation until the shares vest.

During the first quarter of fiscal 2015, CMC's Board of Directors authorized a share repurchase program under which CMC may repurchase up to $100.0 million of shares of common stock. During the nine months ended May 31, 2020, CMC did not

repurchase any shares of common stock. CMC had remaining authorization to repurchase $27.6 million of common stock at May 31, 2020.

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CHANGES IN BUSINESS (Tables)

9 Months Ended

May 31, 2020

Business Combinations [Abstract]

Schedule of Pro Forma Information

These results are adjusted, where possible, for transaction and integration-related costs.

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2019		2018		2019		2018
Pro forma net sales*	$	1,582,478	$	1,648,962	$	4,507,485	$	4,560,929
Pro forma net earnings**	63,018		49,402		88,987		40,311

_________________ 

*Pro forma net sales for the three and nine months ended May 31, 2018 includes estimated fair value adjustments related to amortization of unfavorable contract backlog. The impact of the amortization of unfavorable contract backlog has been removed from the pro forma net sales for the three and nine months ended May 31, 2019.

** Pro forma net earnings for the three and nine months ended May 31, 2018 reflects the impact of fair value adjustments related to the amortization of unfavorable contract backlog described above. Pro forma net earnings for the nine months ended May 31, 2018 includes estimated fair value adjustments related to inventory step-up, as well as non-recurring acquisition and integration costs of approximately $49.8 million.

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GOODWILL AND OTHER INTANGIBLES (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019	Aug. 31, 2019	Nov. 05, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Gross carrying amounts of the intangible assets subject to amortization	$ 20,700		$ 20,700		$ 20,800
Net carrying amount of intangible assets subject to amortization	11,700		11,700		13,300
Amortization expense for intangible assets	500	$ 600	1,600	$ 1,700
Acquired unfavorable contract backlog	16,726		16,726		$ 35,360	$ 110,200
Amortization of unfavorable contract backlog	$ 4,400	$ 23,400	$ 18,700	$ 58,200

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REVENUE RECOGNITION - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands	May 31, 2020	Aug. 31, 2019
Revenue from Contract with Customer [Abstract]
Contract assets (included in other current assets)	$ 55,687	$ 103,805
Contract liabilities (included in accrued expenses and other payables)	$ 21,900	$ 37,165

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LEASES - Weighted Average Lease Terms and Discount Rates (Details)	May 31, 2020
Leases [Abstract]
Operating leases, remaining term	6 years 4 months 24 days
Finance leases, remaining term	3 years 9 months 18 days
Operating leases, weighted average discount rate	4.178%
Finance leases, weighted average discount rate	4.18%

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COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Millions	May 31, 2020	Aug. 31, 2019
Loss Contingencies [Line Items]
Accrual for environmental loss contingencies	$ 3.4	$ 3.6
Accrued environmental loss contingencies, noncurrent	2.7	1.8
CERCLA sites
Loss Contingencies [Line Items]
Accrual for environmental loss contingencies	$ 0.7	$ 0.7

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CREDIT ARRANGEMENTS (Narrative) (Details)	May 31, 2020 PLN (zł)	May 31, 2020 USD ($)	Aug. 31, 2019 USD ($)
CMCP
Debt Instrument [Line Items]
Revolving credit facility current borrowing capacity	zł 275,000,000.0	$ 68,600,000
Revolving credit facility, amount drawn		22,400,000	$ 0
Stand by letters of credit outstanding amount		800,000	1,100,000
Revolving credit facility
Debt Instrument [Line Items]
Revolving credit facility current borrowing capacity		350,000,000.0	350,000,000.0
Revolving credit facility, amount drawn		0	0
Stand-by letters of credit
Debt Instrument [Line Items]
Stand by letters of credit outstanding amount		3,000,000.0	3,000,000.0
U.S. Program
Debt Instrument [Line Items]
Advances outstanding under transfer of receivables programs		0	0
Poland Program
Debt Instrument [Line Items]
Transfer of accounts receivable program limit	zł 220,000,000.0	54,900,000
Advances outstanding under transfer of receivables programs		$ 2,800,000	$ 3,900,000

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FAIR VALUE (Narrative) (Details)	9 Months Ended
	May 31, 2020 levels
Fair Value Disclosures [Abstract]
Number of fair value hierarchy	3

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ACCOUNTING POLICIES - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	May 31, 2020	May 31, 2019	Sep. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating assets	$ 120,931
Current	28,291
Long-term	98,903
Cumulative effect on retained earnings of adoption of ASU 2016-02		$ (2,747)
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect on retained earnings of adoption of ASU 2016-02	$ 0
Other Noncurrent Assets | Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating assets			$ 113,400
Accrued Expenses and Other Payables | Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Current			30,900
Other Noncurrent Liabilities | Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Long-term			$ 84,900

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FAIR VALUE (Tables)

9 Months Ended

May 31, 2020

Fair Value Disclosures [Abstract]

Financial assets and financial liabilities measured at fair value on a recurring basis

The following tables summarize information regarding the Company's financial assets and financial liabilities that were measured at fair value on a recurring basis:

			Fair Value Measurements at Reporting Date Using
(in thousands)	May 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable  Inputs (Level 3)
Assets:
Investment deposit accounts (1)	$	344,307	$	344,307	$	—	$	—
Commodity derivative assets (2)	193		193		—		—
Foreign exchange derivative assets (2)	911		—		911		—
Liabilities:
Commodity derivative liabilities (2)	10,899		870		—		10,029
Foreign exchange derivative liabilities (2)	893		—		893		—

			Fair Value Measurements at Reporting Date Using
(in thousands)	August 31, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable  Inputs (Level 3)
Assets:
Investment deposit accounts (1)	$	66,240	$	66,240	$	—	$	—
Commodity derivative assets (2)	1,269		1,269		—		—
Foreign exchange derivative assets (2)	569		—		569		—
Liabilities:
Commodity derivative liabilities (2)	99		99		—		—
Foreign exchange derivative liabilities (2)	899		—		899		—

_________________ 

(1) Investment deposit accounts are short-term in nature, and the value is determined by principal plus interest. The investment portfolio mix can change each period based on the Company's assessment of investment options.

(2) Derivative assets and liabilities classified as Level 1 are commodity futures contracts valued based on quoted market prices in the London Metal Exchange or New York Mercantile Exchange. Amounts in Level 2 are based on broker quotes in the over-the-counter market. Fair value of Level 3 derivative liabilities is based on unobservable inputs in which there is little or no market data, which requires management’s own assumptions within an internally developed cash flow model. Further discussion regarding the Company's use of derivative instruments is included in Note 9, Derivatives.

Financial assets and liabilities not required to be measured at fair value

The carrying values and estimated fair values of the Company's financial assets and liabilities that are not required to be measured at fair value on the condensed consolidated balance sheets were as follows:

		May 31, 2020				August 31, 2019
(in thousands)	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
2027 Notes (1)	Level 2	$	300,000	$	300,495	$	300,000	$	303,810
2026 Notes (1)	Level 2	350,000		358,145		350,000		363,444
2023 Notes (1)	Level 2	330,000		334,970		330,000		342,098
Term Loan (2)	Level 2	110,125		110,125		210,125		210,125
Poland credit facilities (2)	Level 2	22,350		22,350		—		—
Short-term borrowings (2)	Level 2	2,765		2,765		3,929		3,929

_________________

(1) The fair value of the notes was determined based on indicated market values.

(2) The Term Loan, Poland credit facilities and short-term borrowings contain variable interest rates and carrying value approximates fair value.

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CHANGES IN BUSINESS

9 Months Ended

May 31, 2020

Business Combinations [Abstract]

Changes in Business

NOTE 2. CHANGES IN BUSINESS

Fiscal 2020 Acquisition

On February 3, 2020, the Company's subsidiary CMC Poland Sp. z.o.o. ("CMCP") acquired P.P.U. Ecosteel Sp. z.o.o. ("Ecosteel"), a steel mesh producer located in Zawiercie, Poland. This acquisition complements CMCP's existing mesh production and increases sales to other markets in Europe. The operating results of this facility are included in the International Mill reporting segment.

Facility Closures

In May 2020, the Company idled a fabrication facility and recorded $4.8 million of expense related to ROU asset impairments and employee-related charges.

In October 2019, the Company closed the melting operations at its Rancho Cucamonga facility and recorded $7.2 million of expense related to severance, pension curtailment and vendor agreement terminations.

Fiscal 2019 Acquisition

On November 5, 2018 (the "Acquisition Date"), the Company completed the acquisition of 33 rebar fabrication facilities in the United States ("U.S."), as well as four electric arc furnace ("EAF") mini mills located in Knoxville, Tennessee; Jacksonville, Florida; Sayreville, New Jersey and Rancho Cucamonga, California from Gerdau S.A., hereinafter collectively referred to as the "Acquired Businesses." The total cash purchase price, including working capital adjustments, was $701.2 million, and was funded through a combination of domestic cash on-hand and borrowings under a term loan (the "Term Loan").

The purchase price paid was allocated between the acquired mills and fabrication facilities. The results of operations of the Acquired Businesses are reflected in the Company’s condensed consolidated financial statements from the Acquisition Date. The purchase price was allocated among assets acquired and liabilities assumed at fair value and was finalized on November 5, 2019.

Pro Forma Supplemental Information

Supplemental information on an unaudited pro forma basis is presented below as if the acquisition of the Acquired Businesses (the "Acquisition") occurred on September 1, 2017. The pro forma financial information is presented for comparative purposes only, based on significant estimates and assumptions, which the Company believes to be reasonable, but not necessarily indicative of future results of operations or the results that would have been reported if the Acquisition had been completed on September 1, 2017. These results were not used as part of management analysis of the financial results and performance of the Company or the Acquired Businesses. These results are adjusted, where possible, for transaction and integration-related costs.

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2019		2018		2019		2018
Pro forma net sales*	$	1,582,478	$	1,648,962	$	4,507,485	$	4,560,929
Pro forma net earnings**	63,018		49,402		88,987		40,311

_________________ 

*Pro forma net sales for the three and nine months ended May 31, 2018 includes estimated fair value adjustments related to amortization of unfavorable contract backlog. The impact of the amortization of unfavorable contract backlog has been removed from the pro forma net sales for the three and nine months ended May 31, 2019.

** Pro forma net earnings for the three and nine months ended May 31, 2018 reflects the impact of fair value adjustments related to the amortization of unfavorable contract backlog described above. Pro forma net earnings for the nine months ended May 31, 2018 includes estimated fair value adjustments related to inventory step-up, as well as non-recurring acquisition and integration costs of approximately $49.8 million.

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019
Statement of Stockholders' Equity [Abstract]
Cash dividends per share (in USD per share)	$ 0.12	$ 0.12	$ 0.36	$ 0.36

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GOODWILL AND OTHER INTANGIBLES

9 Months Ended

May 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and other intangibles

NOTE 6. GOODWILL AND OTHER INTANGIBLES

Goodwill by reportable segment at May 31, 2020 is detailed in the following table:

(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Consolidated
Goodwill, gross*	$	9,543	$	4,970	$	57,428	$	2,371	$	74,312
Accumulated impairment losses*	(9,543)		—		(493)		(150)		(10,186)
Goodwill, net*	$	—	$	4,970	$	56,935	$	2,221	$	64,126

_________________ 

* The change in balance from August 31, 2019 was immaterial.

The total gross carrying amounts of the Company's intangible assets subject to amortization were $20.7 million and $20.8 million, and the total net carrying amounts were $11.7 million and $13.3 million at May 31, 2020 and August 31, 2019, respectively. These assets were included in other noncurrent assets on the Company's condensed consolidated balance sheets. Intangible amortization expense from continuing operations related to such intangible assets was $0.5 million and $0.6 million, and $1.6 million and $1.7 million, for the three and nine months ended May 31, 2020 and 2019, respectively. Excluding goodwill, the Company did not have any significant intangible assets with indefinite lives at May 31, 2020.

In connection with the Acquisition, the Company recorded an unfavorable contract backlog liability of $110.2 million. At May 31, 2020 and August 31, 2019, the net carrying amount of the liability was $16.7 million and $35.4 million, respectively. Amortization of the unfavorable contract backlog was $4.4 million and $18.7 million, and $23.4 million and $58.2 million, for the three and nine months ended May 31, 2020 and 2019, respectively, and was recorded as an increase to net sales in the Company’s condensed consolidated statements of earnings.

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Cover Page - shares	9 Months Ended
	May 31, 2020	Jun. 24, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	May 31, 2020
Document Transition Report	false
Entity File Number	1-4304
Entity Registrant Name	COMMERCIAL METALS COMPANY
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-0725338
Entity Address, Address Line One	6565 N. MacArthur Blvd.
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	214
Local Phone Number	689-4300
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	CMC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		119,068,720
Entity Central Index Key	0000022444
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--08-31

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FAIR VALUE

9 Months Ended

May 31, 2020

Fair Value Disclosures [Abstract]

Fair value

NOTE 10. FAIR VALUE

The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities;

Level 2 - Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable, either directly or indirectly; and

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following tables summarize information regarding the Company's financial assets and financial liabilities that were measured at fair value on a recurring basis:

			Fair Value Measurements at Reporting Date Using
(in thousands)	May 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable  Inputs (Level 3)
Assets:
Investment deposit accounts (1)	$	344,307	$	344,307	$	—	$	—
Commodity derivative assets (2)	193		193		—		—
Foreign exchange derivative assets (2)	911		—		911		—
Liabilities:
Commodity derivative liabilities (2)	10,899		870		—		10,029
Foreign exchange derivative liabilities (2)	893		—		893		—

			Fair Value Measurements at Reporting Date Using
(in thousands)	August 31, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable  Inputs (Level 3)
Assets:
Investment deposit accounts (1)	$	66,240	$	66,240	$	—	$	—
Commodity derivative assets (2)	1,269		1,269		—		—
Foreign exchange derivative assets (2)	569		—		569		—
Liabilities:
Commodity derivative liabilities (2)	99		99		—		—
Foreign exchange derivative liabilities (2)	899		—		899		—

_________________ 

(1) Investment deposit accounts are short-term in nature, and the value is determined by principal plus interest. The investment portfolio mix can change each period based on the Company's assessment of investment options.

(2) Derivative assets and liabilities classified as Level 1 are commodity futures contracts valued based on quoted market prices in the London Metal Exchange or New York Mercantile Exchange. Amounts in Level 2 are based on broker quotes in the over-the-counter market. Fair value of Level 3 derivative liabilities is based on unobservable inputs in which there is little or no market data, which requires management’s own assumptions within an internally developed cash flow model. Further discussion regarding the Company's use of derivative instruments is included in Note 9, Derivatives.

There were no material non-recurring fair value remeasurements during the three and nine months ended May 31, 2020.

The carrying values of the Company's short-term items approximate fair value.

The carrying values and estimated fair values of the Company's financial assets and liabilities that are not required to be measured at fair value on the condensed consolidated balance sheets were as follows:

		May 31, 2020				August 31, 2019
(in thousands)	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
2027 Notes (1)	Level 2	$	300,000	$	300,495	$	300,000	$	303,810
2026 Notes (1)	Level 2	350,000		358,145		350,000		363,444
2023 Notes (1)	Level 2	330,000		334,970		330,000		342,098
Term Loan (2)	Level 2	110,125		110,125		210,125		210,125
Poland credit facilities (2)	Level 2	22,350		22,350		—		—
Short-term borrowings (2)	Level 2	2,765		2,765		3,929		3,929

_________________

(1) The fair value of the notes was determined based on indicated market values.

(2) The Term Loan, Poland credit facilities and short-term borrowings contain variable interest rates and carrying value approximates fair value.

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands	May 31, 2020	Aug. 31, 2019
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 8,661	$ 8,403
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares outstanding	119,065,133	117,924,938
Treasury stock, shares	9,995,531	11,135,726

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BUSINESS SEGMENTS

9 Months Ended

May 31, 2020

Segment Reporting [Abstract]

Business segments

NOTE 14. BUSINESS SEGMENTS

The Company structures its business into the following four reporting segments: Americas Recycling, Americas Mills, Americas Fabrication and International Mill. The Company's reporting segments are based primarily on product lines and secondarily on geographic area. See Note 1, Nature of Operations, of the consolidated financial statements included in the 2019 Form 10-K for more information about the reporting segments, including the types of products and services from which each reporting segment derives its net sales. Corporate and Other contains earnings or losses on assets and liabilities related to the Company's Benefit Restoration Plan assets and short-term investments, expenses of the Company's corporate headquarters, interest expense related to its long-term debt and intercompany eliminations.

The Company uses adjusted EBITDA from continuing operations to compare and evaluate the financial performance of its segments. Adjusted EBITDA is the sum of the Company's earnings from continuing operations before interest expense, income taxes, depreciation and amortization expense and impairment expense. Intersegment sales are generally priced at prevailing market prices. Certain corporate administrative expenses are allocated to the segments based upon the nature of the expense. The accounting policies of the segments are the same as those described in Note 2, Summary of Significant Accounting Policies, of the consolidated financial statements included in the 2019 Form 10-K.

The following is a summary of certain financial information from continuing operations by reportable segment:

	Three Months Ended May 31, 2020
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Continuing Operations
Net sales-unaffiliated customers	$	148,021	$	451,278	$	567,782	$	173,465	$	1,137	$	1,341,683
Intersegment sales	55,134		289,534		1,466		352		(346,486)		—
Net sales	203,155		740,812		569,248		173,817		(345,349)		1,341,683
Adjusted EBITDA	(1,664)		133,174		31,896		14,270		(30,894)		146,782
	Nine Months Ended May 31, 2020
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Continuing Operations
Net sales-unaffiliated customers	$	499,707	$	1,396,837	$	1,648,540	$	518,161	$	4,109	$	4,067,354
Intersegment sales	173,793		844,908		4,303		1,124		(1,024,128)		—
Net sales	673,500		2,241,745		1,652,843		519,285		(1,020,019)		4,067,354
Adjusted EBITDA	7,507		413,890		65,437		39,080		(81,606)		444,308
Total assets at May 31, 2020*	216,270		1,609,574		1,052,324		506,192		570,527		3,954,887

_________________ 

*Total assets listed in Corporate and Other includes assets from discontinued operations.

	Three Months Ended May 31, 2019
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Continuing Operations
Net sales-unaffiliated customers	$	228,786	$	536,035	$	629,510	$	209,022	$	2,519	$	1,605,872
Intersegment sales	60,229		330,868		3,537		343		(394,977)		—
Net sales	289,015		866,903		633,047		209,365		(392,458)		1,605,872
Adjusted EBITDA	12,331		158,114		(23,289)		24,120		(27,305)		143,971
	Nine Months Ended May 31, 2019
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Continuing Operations
Net sales-unaffiliated customers	$	694,855	$	1,382,501	$	1,590,746	$	610,640	$	7,255	$	4,285,997
Intersegment sales	183,244		860,964		10,248		947		(1,055,403)		—
Net sales	878,099		2,243,465		1,600,994		611,587		(1,048,148)		4,285,997
Adjusted EBITDA	37,889		384,383		(109,863)		77,436		(111,005)		278,840
Total assets at August 31, 2019*	257,517		1,667,366		1,106,420		464,177		263,291		3,758,771

_________________ 

*Total assets listed in Corporate and Other includes assets from discontinued operations.

The following table presents a reconciliation of earnings from continuing operations to adjusted EBITDA from continuing operations:

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2020		2019		2020		2019
Earnings from continuing operations	$	64,169	$	78,551	$	210,520	$	112,899
Interest expense	15,409		18,513		47,875		53,671
Income taxes	23,804		29,105		73,981		52,855
Depreciation and amortization	41,765		41,181		124,095		117,602
Asset impairments	5,983		15		6,513		15
Amortization of acquired unfavorable contract backlog	(4,348)		(23,394)		(18,676)		(58,202)
Adjusted EBITDA from continuing operations	$	146,782	$	143,971	$	444,308	$	278,840

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REVENUE RECOGNITION (Tables)

9 Months Ended

May 31, 2020

Revenue from Contract with Customer [Abstract]

Information avout Assets and Liabilities from Contracts with Customers

The following table provides information about assets and liabilities from contracts with customers.

(in thousands)	May 31, 2020		August 31, 2019
Contract assets (included in accounts receivable)	$	55,687	$	103,805
Contract liabilities (included in accrued expenses and other payables)	21,900		37,165

Disaggregation of Revenue

The following tables display revenue by reportable segment from external customers, disaggregated by major source. The Company believes disaggregating by these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

	Three Months Ended May 31, 2020
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Total
Steel products	$	204	$	420,169	$	494,519	$	165,626	$	—	$	1,080,518
Ferrous scrap	63,735		8,698		—		61		—		72,494
Nonferrous scrap	83,650		3,091		—		2,438		—		89,179
Construction materials	—		—		72,637		—		—		72,637
Other	432		19,320		626		5,340		1,137		26,855
Total	$	148,021	$	451,278	$	567,782	$	173,465	$	1,137	$	1,341,683
	Nine Months Ended May 31, 2020
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Total
Steel products	$	459	$	1,298,980	$	1,436,011	$	494,853	$	—	$	3,230,303
Ferrous scrap	188,077		26,320		1		432		—		214,830
Nonferrous scrap	309,730		9,981		—		6,680		—		326,391
Construction materials	—		—		206,225		—		—		206,225
Other	1,441		61,556		6,303		16,196		4,109		89,605
Total	$	499,707	$	1,396,837	$	1,648,540	$	518,161	$	4,109	$	4,067,354

	Three Months Ended May 31, 2019
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Total
Steel products	$	238	$	501,925	$	554,672	$	199,431	$	—	$	1,256,266
Ferrous scrap	106,404		8,916		2		525		—		115,847
Nonferrous scrap	121,581		4,080		—		3,212		—		128,873
Construction materials	—		—		71,228		—		—		71,228
Other	563		21,114		3,608		5,854		2,519		33,658
Total	$	228,786	$	536,035	$	629,510	$	209,022	$	2,519	$	1,605,872
	Nine Months Ended May 31, 2019
(in thousands)	Americas Recycling		Americas Mills		Americas Fabrication		International Mill		Corporate and Other		Total
Steel products	$	679	$	1,294,217	$	1,392,442	$	584,735	$	—	$	3,272,073
Ferrous scrap	323,311		26,802		2		1,055		—		351,170
Nonferrous scrap	369,660		10,568		—		8,677		—		388,905
Construction materials	—		—		188,589		—		—		188,589
Other	1,205		50,914		9,713		16,173		7,255		85,260
Total	$	694,855	$	1,382,501	$	1,590,746	$	610,640	$	7,255	$	4,285,997

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STOCKHOLDERS EQUITY AND EARNINGS PER SHARE (Narrative) (Details) - USD ($)	9 Months Ended
	May 31, 2020	Feb. 28, 2015
Earnings Per Share [Abstract]
Stock repurchase program, authorized amount		$ 100,000,000.0
Stock repurchase program, shares purchased (shares)	0
Stock repurchase program, remaining authorized repurchase amount	$ 27,600,000

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BUSINESS SEGMENTS (Summary of Certain Financial Information from Continuing Operations by Reportable Segment) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019	Aug. 31, 2019
Segment Reporting Information [Line Items]
Net sales	$ 1,341,683	$ 1,605,872	$ 4,067,354	$ 4,285,997
Adjusted EBITDA from continuing operations	146,782	143,971	444,308	278,840
Total assets	3,954,887		3,954,887		$ 3,758,771
Continuing Operations
Segment Reporting Information [Line Items]
Net sales	1,341,683	1,605,872	4,067,354	4,285,997
Americas Recycling
Segment Reporting Information [Line Items]
Net sales	148,021	228,786	499,707	694,855
Americas Mills
Segment Reporting Information [Line Items]
Net sales	451,278	536,035	1,396,837	1,382,501
Americas Fabrication
Segment Reporting Information [Line Items]
Net sales	567,782	629,510	1,648,540	1,590,746
International Mill
Segment Reporting Information [Line Items]
Net sales	173,465	209,022	518,161	610,640
Corporate
Segment Reporting Information [Line Items]
Net sales	1,137	2,519	4,109	7,255
Intersegment | Continuing Operations
Segment Reporting Information [Line Items]
Net sales	0	0	0	0
Intersegment | Americas Recycling
Segment Reporting Information [Line Items]
Net sales	55,134	60,229	173,793	183,244
Intersegment | Americas Mills
Segment Reporting Information [Line Items]
Net sales	289,534	330,868	844,908	860,964
Intersegment | Americas Fabrication
Segment Reporting Information [Line Items]
Net sales	1,466	3,537	4,303	10,248
Intersegment | International Mill
Segment Reporting Information [Line Items]
Net sales	352	343	1,124	947
Intersegment | Corporate
Segment Reporting Information [Line Items]
Net sales	(346,486)	(394,977)	(1,024,128)	(1,055,403)
Segments | Continuing Operations
Segment Reporting Information [Line Items]
Net sales	1,341,683	1,605,872	4,067,354	4,285,997
Adjusted EBITDA from continuing operations	146,782	143,971	444,308	278,840
Total assets	3,954,887		3,954,887		3,758,771
Segments | Americas Recycling
Segment Reporting Information [Line Items]
Net sales	203,155	289,015	673,500	878,099
Adjusted EBITDA from continuing operations	(1,664)	12,331	7,507	37,889
Total assets	216,270		216,270		257,517
Segments | Americas Mills
Segment Reporting Information [Line Items]
Net sales	740,812	866,903	2,241,745	2,243,465
Adjusted EBITDA from continuing operations	133,174	158,114	413,890	384,383
Total assets	1,609,574		1,609,574		1,667,366
Segments | Americas Fabrication
Segment Reporting Information [Line Items]
Net sales	569,248	633,047	1,652,843	1,600,994
Adjusted EBITDA from continuing operations	31,896	(23,289)	65,437	(109,863)
Total assets	1,052,324		1,052,324		1,106,420
Segments | International Mill
Segment Reporting Information [Line Items]
Net sales	173,817	209,365	519,285	611,587
Adjusted EBITDA from continuing operations	14,270	24,120	39,080	77,436
Total assets	506,192		506,192		464,177
Segments | Corporate
Segment Reporting Information [Line Items]
Net sales	(345,349)	(392,458)	(1,020,019)	(1,048,148)
Adjusted EBITDA from continuing operations	(30,894)	$ (27,305)	(81,606)	$ (111,005)
Total assets	$ 570,527		$ 570,527		$ 263,291

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LEASES - Balance Sheet Components (Details) $ in Thousands	May 31, 2020 USD ($)
Assets:
Operating assets	$ 120,931
Finance assets	43,477
Total leased assets	164,408
Operating lease liabilities:
Current	28,291
Long-term	98,903
Total operating lease liabilities	127,194
Finance lease liabilities:
Current	12,668
Long-term	30,837
Total finance lease liabilities	43,505
Total lease liabilities	$ 170,699

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REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019
Disaggregation of Revenue [Line Items]
Net sales	$ 1,341,683	$ 1,605,872	$ 4,067,354	$ 4,285,997
Steel Products
Disaggregation of Revenue [Line Items]
Net sales	1,080,518	1,256,266	3,230,303	3,272,073
Ferrous Scrap
Disaggregation of Revenue [Line Items]
Net sales	72,494	115,847	214,830	351,170
Nonferrous Scrap
Disaggregation of Revenue [Line Items]
Net sales	89,179	128,873	326,391	388,905
Construction Materials
Disaggregation of Revenue [Line Items]
Net sales	72,637	71,228	206,225	188,589
Other
Disaggregation of Revenue [Line Items]
Net sales	26,855	33,658	89,605	85,260
Americas Recycling
Disaggregation of Revenue [Line Items]
Net sales	148,021	228,786	499,707	694,855
Americas Recycling | Steel Products
Disaggregation of Revenue [Line Items]
Net sales	204	238	459	679
Americas Recycling | Ferrous Scrap
Disaggregation of Revenue [Line Items]
Net sales	63,735	106,404	188,077	323,311
Americas Recycling | Nonferrous Scrap
Disaggregation of Revenue [Line Items]
Net sales	83,650	121,581	309,730	369,660
Americas Recycling | Construction Materials
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Americas Recycling | Other
Disaggregation of Revenue [Line Items]
Net sales	432	563	1,441	1,205
Americas Mills
Disaggregation of Revenue [Line Items]
Net sales	451,278	536,035	1,396,837	1,382,501
Americas Mills | Steel Products
Disaggregation of Revenue [Line Items]
Net sales	420,169	501,925	1,298,980	1,294,217
Americas Mills | Ferrous Scrap
Disaggregation of Revenue [Line Items]
Net sales	8,698	8,916	26,320	26,802
Americas Mills | Nonferrous Scrap
Disaggregation of Revenue [Line Items]
Net sales	3,091	4,080	9,981	10,568
Americas Mills | Construction Materials
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Americas Mills | Other
Disaggregation of Revenue [Line Items]
Net sales	19,320	21,114	61,556	50,914
Americas Fabrication
Disaggregation of Revenue [Line Items]
Net sales	567,782	629,510	1,648,540	1,590,746
Americas Fabrication | Steel Products
Disaggregation of Revenue [Line Items]
Net sales	494,519	554,672	1,436,011	1,392,442
Americas Fabrication | Ferrous Scrap
Disaggregation of Revenue [Line Items]
Net sales	0	2	1	2
Americas Fabrication | Nonferrous Scrap
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Americas Fabrication | Construction Materials
Disaggregation of Revenue [Line Items]
Net sales	72,637	71,228	206,225	188,589
Americas Fabrication | Other
Disaggregation of Revenue [Line Items]
Net sales	626	3,608	6,303	9,713
International Mill
Disaggregation of Revenue [Line Items]
Net sales	173,465	209,022	518,161	610,640
International Mill | Steel Products
Disaggregation of Revenue [Line Items]
Net sales	165,626	199,431	494,853	584,735
International Mill | Ferrous Scrap
Disaggregation of Revenue [Line Items]
Net sales	61	525	432	1,055
International Mill | Nonferrous Scrap
Disaggregation of Revenue [Line Items]
Net sales	2,438	3,212	6,680	8,677
International Mill | Construction Materials
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
International Mill | Other
Disaggregation of Revenue [Line Items]
Net sales	5,340	5,854	16,196	16,173
Corporate
Disaggregation of Revenue [Line Items]
Net sales	1,137	2,519	4,109	7,255
Corporate | Steel Products
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Corporate | Ferrous Scrap
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Corporate | Nonferrous Scrap
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Corporate | Construction Materials
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Corporate | Other
Disaggregation of Revenue [Line Items]
Net sales	$ 1,137	$ 2,519	$ 4,109	$ 7,255

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

May 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

NOTE 13. COMMITMENTS AND CONTINGENCIES

Legal and Environmental Matters

In the ordinary course of conducting its business, the Company becomes involved in litigation, administrative proceedings and governmental investigations, including environmental matters. See Note 19, Commitments and Contingencies, to the consolidated financial statements in the 2019 Form 10-K.

The Company has received notices from the U.S. Environmental Protection Agency ("EPA") or state agencies with similar responsibility that it is considered a potentially responsible party at several sites, none of which are owned by the Company, and may be obligated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") or similar state statutes to conduct remedial investigations, feasibility studies, remediation and/or removal of alleged releases of hazardous substances or to reimburse the EPA for such activities. The Company is involved in litigation or administrative proceedings with regard to several of these sites in which the Company is contesting, or at the appropriate time may contest, its liability at the sites. In addition, the Company has received information requests with regard to other sites which may be under consideration by the EPA as potential CERCLA sites. Some of these environmental matters or other proceedings may result in fines, penalties or judgments being assessed against the Company. At May 31, 2020 and August 31, 2019, the Company had $0.7 million accrued for cleanup and remediation costs in connection with CERCLA sites. The estimation process is based on currently available information which is, in many cases, preliminary and incomplete. Total environmental liabilities, including CERCLA sites, were $3.4 million and $3.6 million at May 31, 2020 and August 31, 2019, respectively, of which $2.7 million and $1.8 million were classified as other long-term liabilities at May 31, 2020 and August 31, 2019, respectively. These amounts have not been discounted to their present values. Due to evolving remediation technology, changing regulations, possible third-party contributions, the inherent shortcomings of the estimation process and other factors, amounts accrued could vary significantly from amounts paid. Historically, the amounts the Company has ultimately paid for such remediation activities have not been material.

Management believes that adequate provisions have been made in the Company's condensed consolidated financial statements for the potential impact of these contingencies, and that the outcomes of the suits and proceedings described above, and other miscellaneous litigation and proceedings now pending, will not have a material adverse effect on the business, results of operations or financial condition of the Company.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

9 Months Ended

May 31, 2020

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of accumulated other comprehensive income (loss)

The following tables reflect the changes in accumulated other comprehensive income (loss) ("AOCI"):

	Three Months Ended May 31, 2020
(in thousands)	Foreign Currency Translation		Unrealized Gain (Loss) on Derivatives		Defined Benefit Obligation		Total AOCI
Balance, February 29, 2020	$	(115,642)	$	(1,998)	$	(3,750)	$	(121,390)
Other comprehensive loss before reclassifications	(8,037)		(6,350)		(10)		(14,397)
Amounts reclassified from AOCI	2		(98)		—		(96)
Income taxes	—		1,224		2		1,226
Net other comprehensive loss	(8,035)		(5,224)		(8)		(13,267)
Balance, May 31, 2020	$	(123,677)	$	(7,222)	$	(3,758)	$	(134,657)
	Nine Months Ended May 31, 2020
(in thousands)	Foreign Currency Translation		Unrealized Gain (Loss) on Derivatives		Defined Benefit Obligation		Total AOCI
Balance, August 31, 2019	$	(121,498)	$	1,106	$	(3,734)	$	(124,126)
Other comprehensive loss before reclassifications	(2,179)		(9,969)		(34)		(12,182)
Amounts reclassified from AOCI	—		(312)		—		(312)
Income taxes	—		1,953		10		1,963
Net other comprehensive loss	(2,179)		(8,328)		(24)		(10,531)
Balance, May 31, 2020	$	(123,677)	$	(7,222)	$	(3,758)	$	(134,657)

	Three Months Ended May 31, 2019
(in thousands)	Foreign Currency Translation		Unrealized Gain (Loss) on Derivatives		Defined Benefit Obligation		Total AOCI
Balance, February 28, 2019	$	(100,943)	$	1,151	$	(1,095)	$	(100,887)
Other comprehensive loss before reclassifications	(5,135)		(86)		(6)		(5,227)
Amounts reclassified from AOCI	19		(181)		—		(162)
Income taxes	—		51		—		51
Net other comprehensive loss	(5,116)		(216)		(6)		(5,338)
Balance, May 31, 2019	$	(106,059)	$	935	$	(1,101)	$	(106,225)
	Nine Months Ended May 31, 2019
(in thousands)	Foreign Currency Translation		Unrealized Gain (Loss) on Derivatives		Defined Benefit Obligation		Total AOCI
Balance, August 31, 2018	$	(92,637)	$	1,356	$	(2,396)	$	(93,677)
Other comprehensive loss before reclassifications	(14,278)		(190)		(25)		(14,493)
Amounts reclassified from AOCI	856		(330)		1,666		2,192
Income taxes (benefit)	—		99		(346)		(247)
Net other comprehensive income (loss)	(13,422)		(421)		1,295		(12,548)
Balance, May 31, 2019	$	(106,059)	$	935	$	(1,101)	$	(106,225)

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STOCK-BASED COMPENSATION PLANS (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 6,170	$ 7,342	$ 21,975	$ 17,350
Equity method awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted			1,521,000	1,505,000
Weighted average grant-date fair value			$ 18.32	$ 17.75
Liability method awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted			426,000	374,000
Equivalent shares outstanding	781,508		781,508
Equivalent shares expected to vest	742,433		742,433
Fiscal 2020 | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period in years			3 years
Fiscal 2020 | Performance Stock Units (PSU)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period in years			3 years

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BUSINESS SEGMENTS (Narrative) (Details)	9 Months Ended
	May 31, 2020 segments
Segment Reporting [Abstract]
Number of reporting segments	4

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LEASES - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	May 31, 2020	May 31, 2020
Leases [Abstract]
Operating lease expense	$ 9,129	$ 26,734
Finance lease expense:
Amortization of assets	3,343	8,228
Interest on lease liabilities	456	1,322
Total finance lease expense	3,799	9,550
Variable and short term-lease expense	4,233	12,547
Total lease expense	$ 17,161	$ 48,831

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INVENTORIES, NET (Narrative) (Details) - USD ($) $ in Millions	May 31, 2020	Aug. 31, 2019
Inventory Disclosure [Abstract]
Raw materials	$ 120.1	$ 143.7

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CREDIT ARRANGEMENTS (Long-term Debt, Including the Deferred Gain from the Termination of the Interest Rate Swaps) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019	Aug. 31, 2019
Debt Instrument [Line Items]
Total debt	$ 1,180,074		$ 1,180,074		$ 1,254,921
Less debt issuance costs	9,003		9,003		10,268
Total amounts outstanding	1,171,071		1,171,071		1,244,653
Less current maturities	14,506		14,506		13,510
Less short-term borrowings	2,765		2,765		3,929
Current maturities of long-term debt and short-term borrowings	17,271		17,271		17,439
Long-term debt	1,153,800		1,153,800		1,227,214
Depreciation and amortization	$ 41,765	$ 41,181	$ 124,095	$ 117,602
2027 Notes
Debt Instrument [Line Items]
Weighted average interest rate	5.375%		5.375%
Total debt	$ 300,000		$ 300,000		300,000
2026 Notes
Debt Instrument [Line Items]
Weighted average interest rate	5.75%		5.75%
Total debt	$ 350,000		$ 350,000		350,000
2023 Notes
Debt Instrument [Line Items]
Weighted average interest rate	4.875%		4.875%
Total debt	$ 330,000		$ 330,000		330,000
Term Loan | Revolving credit facility
Debt Instrument [Line Items]
Weighted average interest rate	3.113%		3.113%
Total debt	$ 110,125		$ 110,125		210,125
Poland credit facilities | Revolving credit facility
Debt Instrument [Line Items]
Weighted average interest rate	1.989%		1.989%
Total debt	$ 22,350		$ 22,350		0
Short-term borrowings
Debt Instrument [Line Items]
Weighted average interest rate, short term	1.90%		1.90%
Total debt	$ 2,765		$ 2,765		3,929
Other
Debt Instrument [Line Items]
Weighted average interest rate, short term	5.10%		5.10%
Total debt	$ 21,329		$ 21,329		23,168
Finance leases
Debt Instrument [Line Items]
Total debt	$ 43,505		$ 43,505		$ 37,699

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DERIVATIVES (Derivatives Not Designated as Hedging Instruments) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) before income taxes for derivatives not designated as hedges	$ 575	$ 3,336	$ 1,011	$ (329)
Commodity | Cost of goods sold
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) before income taxes for derivatives not designated as hedges	1,465	3,408	1,881	143
Foreign exchange | SG&A expenses
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) before income taxes for derivatives not designated as hedges	$ (890)	$ (72)	$ (870)	$ (472)

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CHANGES IN BUSINESS (Details) $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	May 31, 2020 USD ($)	Oct. 31, 2019 USD ($)	May 31, 2019 USD ($)	May 31, 2018 USD ($)	May 31, 2019 USD ($)	May 31, 2018 USD ($)	Nov. 05, 2018 USD ($) mini_mill fabrication_facility
Business Combinations [Abstract]
Number of rebar fabrication facilities acquired | fabrication_facility							33
Number of electric arc furnace mini mills | mini_mill							4
Cash purchase price							$ 701,200
Pro forma net sales			$ 1,582,478	$ 1,648,962	$ 4,507,485	$ 4,560,929
Pro forma net earnings (loss)			$ 63,018	$ 49,402	$ 88,987	40,311
Non-recurring acquisition and integration costs						$ 49,800
Facility closure costs	$ 4,800	$ 7,200

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STOCK-BASED COMPENSATION PLANS (Tables)

9 Months Ended

May 31, 2020

Share-based Payment Arrangement [Abstract]

Schedule of Stock Based Awards Granted

During the nine months ended May 31, 2020 and 2019, the Company granted the following awards under its stock-based compensation plans:

	May 31, 2020			May 31, 2019
(in thousands, except per share data)	Shares Granted	Weighted Average Grant Date Fair Value		Shares Granted	Weighted Average Grant Date Fair Value
Equity method	1,521	$	18.32	1,505	$	17.75
Liability method	426	N/A		374	N/A

Schedule of Stock-based Compensation Expense

The following table summarizes total stock-based compensation expense, including fair value remeasurements, which was mainly included in selling, general and administrative expenses on the Company's condensed consolidated statements of earnings:

	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2020		2019		2020		2019
Stock-based compensation expense	$	6,170	$	7,342	$	21,975	$	17,350

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	May 31, 2020	Aug. 31, 2019
Current assets:
Cash and cash equivalents	$ 462,110	$ 192,461
Accounts receivable (less allowance for doubtful accounts of $8,661 and $8,403)	880,602	1,016,088
Inventories, net	644,887	692,368
Other current assets	157,390	179,088
Total current assets	2,144,989	2,080,005
Property, plant and equipment, net	1,513,469	1,500,971
Goodwill	64,126	64,138
Other noncurrent assets	232,303	113,657
Total assets	3,954,887	3,758,771
Current liabilities:
Accounts payable	230,280	288,005
Accrued expenses and other payables	363,066	353,786
Acquired unfavorable contract backlog	16,726	35,360
Current maturities of long-term debt and short-term borrowings	17,271	17,439
Total current liabilities	627,343	694,590
Deferred income taxes	129,571	79,290
Other noncurrent liabilities	243,511	133,620
Long-term debt	1,153,800	1,227,214
Total liabilities	2,154,225	2,134,714
Commitments and contingencies (Note 13)
Stockholders' equity:
Common stock	1,290	1,290
Additional paid-in capital	356,846	358,668
Accumulated other comprehensive loss	(134,657)	(124,126)
Retained earnings	1,754,491	1,585,379
Less treasury stock 9,995,531 and 11,135,726 shares at cost	(177,520)	(197,350)
Stockholders' equity	1,800,450	1,623,861
Stockholders' equity attributable to noncontrolling interests	212	196
Total stockholders' equity	1,800,662	1,624,057
Total liabilities and stockholders' equity	$ 3,954,887	$ 3,758,771
Common stock, par value (in USD per share)	$ 0.01	$ 0.01

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DERIVATIVES

9 Months Ended

May 31, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

NOTE 9. DERIVATIVES

The Company's global operations and product lines expose it to risks from fluctuations in metal commodity prices, foreign currency exchange rates, interest rates and natural gas, electricity and other energy prices. One objective of the Company's risk management program is to mitigate these risks using derivative instruments. The Company enters into (i) metal commodity futures and forward contracts to mitigate the risk of unanticipated changes in gross margin due to price volatility in these commodities, (ii) foreign currency forward contracts that match the expected settlements for purchases and sales denominated in foreign currencies and (iii) energy derivatives to mitigate the risk related to price volatility of electricity and natural gas.

At May 31, 2020, the notional values of the Company's foreign currency and commodity commitments were $80.6 million and $45.3 million, respectively. At August 31, 2019, the notional values of the Company's foreign currency and commodity contract commitments were $94.1 million and $42.6 million, respectively.

The following table provides information regarding the Company's commodity contract commitments at May 31, 2020:

Commodity	Long/Short	Total
Aluminum	Long	2,300	MT
Aluminum	Short	1,100	MT
Copper	Long	318	MT
Copper	Short	4,990	MT
Electricity	Long	2,000,000	MW(h)

_________________

MT = Metric Ton

MW(h) = Megawatt hour

The Company designates only those contracts which closely match the terms of the underlying transaction as hedges for accounting purposes. Certain foreign currency and commodity contracts were not designated as hedges for accounting purposes, although management believes they are essential economic hedges.

The following table summarizes activity related to the Company's derivative instruments not designated as hedging instruments recognized in the condensed consolidated statements of earnings. All other activity related to the Company's derivative instruments and hedged items was immaterial for the periods presented. 

		Three Months Ended May 31,				Nine Months Ended May 31,
Derivatives Not Designated as Hedging Instruments (in thousands)	Location	2020		2019		2020		2019
Commodity	Cost of goods sold	$	1,465	$	3,408	$	1,881	$	143
Foreign exchange	SG&A expenses	(890)		(72)		(870)		(472)
Gain (loss) before income taxes		$	575	$	3,336	$	1,011	$	(329)

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ACCOUNTING POLICIES

9 Months Ended

May 31, 2020

Accounting Policies [Abstract]

Accounting policies

NOTE 1. ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") on a basis consistent with that used in the Annual Report on Form 10-K for the year ended August 31, 2019 ("2019 Form 10-K") filed by Commercial Metals Company ("CMC," and together with its consolidated subsidiaries, the "Company") with the Securities and Exchange Commission (the "SEC") and include all normal recurring adjustments necessary to present fairly the condensed consolidated balance sheets and the condensed consolidated statements of earnings, comprehensive income, cash flows and stockholders' equity for the periods indicated. These notes should be read in conjunction with the consolidated financial statements included in the 2019 Form 10-K. The results of operations for the three and nine month periods are not necessarily indicative of the results to be expected for the full fiscal year.

Recently Adopted Accounting Pronouncements

On September 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as amended, (“ASU 2016-02”), using the modified retrospective transition approach. ASU 2016-02 requires a lessee to recognize a right-of-use ("ROU") asset and a lease liability on its balance sheet for all leases with terms longer than twelve months. The Company’s financial statements for periods prior to September 1, 2019 were not modified for the application of this ASU. Upon adoption of ASU 2016-02, the Company recorded the following amounts associated with operating leases in its condensed consolidated balance sheet at September 1, 2019: $113.4 million of ROU assets in other noncurrent assets, $30.9 million of lease liabilities in accrued expenses and other payables and $84.9 million of lease liabilities in other noncurrent liabilities. There was no impact to the opening balance of retained earnings as a result of implementing ASU 2016-02. The Company elected the package of three practical expedients available under the ASU. Additionally, the Company implemented appropriate changes to internal processes and controls to support recognition, subsequent measurement and disclosures.

The Company's leases are primarily for office space, land and equipment. The Company determines if an arrangement is a lease at inception of a contract if the terms state the Company has the right to direct the use of and obtain substantially all the economic benefits from a specific asset identified in the contract. The ROU assets represent the Company's right to use the underlying assets for the lease term, and the lease liabilities represent the obligation to make lease payments arising from the leases. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments to be made over the lease term. Certain of the Company's lease agreements contain options to extend the lease. The Company evaluates these options on a lease-by-lease basis, and if the Company determines it is reasonably certain to be exercised, the lease term includes the extension. The Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments, and lease expense is recognized on a straight-line basis over the lease term. The incremental borrowing rate is the rate of interest the Company could borrow on a collateralized basis over a similar term with similar payments. The Company does not record leases with an initial term of twelve months or less (“short-term leases”) in its condensed consolidated balance sheets.

Certain of the Company's lease agreements include payments for certain variable costs not determinable upon lease commencement, including mileage, utilities, fuel and inflation adjustments. These variable lease payments are recognized in cost of goods sold and selling, general and administrative expenses, but are not included in the ROU asset or lease liability balances. The Company's lease agreements do not contain any material residual value guarantees, restrictions or covenants.

Recently Issued Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 eliminates certain exceptions to the general principles in Accounting Standards Codification 740 and also clarifies and amends existing guidance to improve consistent application. This standard is effective for annual periods beginning after December 15, 2020, including interim periods therein. The Company currently does not expect ASU 2019-12 to have a material effect on its consolidated financial statements; however, the Company will continue to evaluate the impact of this guidance.

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INVENTORIES, NET

9 Months Ended

May 31, 2020

Inventory Disclosure [Abstract]

Inventories, net

NOTE 5. INVENTORIES, NET

The majority of the Company's inventories are in the form of semi-finished and finished goods. Under the Company’s business model, products are sold to external customers in various stages, from semi-finished billets through fabricated steel, leading these categories to be combined. As such, at May 31, 2020 and August 31, 2019, work in process inventories were immaterial. At May 31, 2020 and August 31, 2019, the Company's raw materials inventories were $120.1 million and $143.7 million, respectively.

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Retained Earnings	Treasury Stock	Noncontrolling Interests
Beginning balance at Aug. 31, 2018	$ 1,493,583	$ 1,290	$ 352,674	$ (93,677)	$ 1,446,495	$ (213,385)	$ 186
Beginning balance, shares at Aug. 31, 2018		129,060,664
Beginning balance, treasury stock, shares at Aug. 31, 2018						(12,045,106)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	111,982				111,982
Other comprehensive income (loss)	(12,548)			(12,548)
Dividends	(42,387)				(42,387)
Stock-based compensation	(2,364)		(18,384)			$ 16,020
Issuance of stock under incentive and purchase plans, net of forfeitures, shares						908,557
Stock-based compensation	18,666		18,591		75
Contribution of noncontrolling interests	10						10
Adoption of ASC 606 adjustment	(2,747)				(2,747)
Ending balance at May. 31, 2019	1,564,195	$ 1,290	352,881	(106,225)	1,513,418	$ (197,365)	196
Ending balance, shares at May. 31, 2019		129,060,664
Ending balance, treasury stock, shares at May. 31, 2019						(11,136,549)
Beginning balance at Feb. 28, 2019	1,498,496	$ 1,290	346,156	(100,887)	1,449,159	$ (197,418)	196
Beginning balance, shares at Feb. 28, 2019		129,060,664
Beginning balance, treasury stock, shares at Feb. 28, 2019						(11,139,594)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	78,390				78,390
Other comprehensive income (loss)	(5,338)			(5,338)
Dividends	(14,206)				(14,206)
Stock-based compensation	492		439			$ 53
Issuance of stock under incentive and purchase plans, net of forfeitures, shares						3,045
Stock-based compensation	6,361		6,286		75
Ending balance at May. 31, 2019	1,564,195	$ 1,290	352,881	(106,225)	1,513,418	$ (197,365)	196
Ending balance, shares at May. 31, 2019		129,060,664
Ending balance, treasury stock, shares at May. 31, 2019						(11,136,549)
Beginning balance at Aug. 31, 2019	$ 1,624,057	$ 1,290	358,668	(124,126)	1,585,379	$ (197,350)	196
Beginning balance, shares at Aug. 31, 2019		129,060,664
Beginning balance, treasury stock, shares at Aug. 31, 2019	(11,135,726)					(11,135,726)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	$ 211,880				211,880
Other comprehensive income (loss)	(10,531)			(10,531)
Dividends	(42,768)				(42,768)
Stock-based compensation	(1,921)		(21,751)			$ 19,830
Issuance of stock under incentive and purchase plans, net of forfeitures, shares						1,140,195
Stock-based compensation	19,929		19,929
Contribution of noncontrolling interests	16						16
Ending balance at May. 31, 2020	$ 1,800,662	$ 1,290	356,846	(134,657)	1,754,491	$ (177,520)	212
Ending balance, shares at May. 31, 2020		129,060,664
Ending balance, treasury stock, shares at May. 31, 2020	(9,995,531)					(9,995,531)
Beginning balance at Feb. 29, 2020	$ 1,758,055	$ 1,290	351,481	(121,390)	1,704,045	$ (177,583)	212
Beginning balance, shares at Feb. 29, 2020		129,060,664
Beginning balance, treasury stock, shares at Feb. 29, 2020						(9,998,775)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	64,734				64,734
Other comprehensive income (loss)	(13,267)			(13,267)
Dividends	(14,288)				(14,288)
Stock-based compensation	542		479			$ 63
Issuance of stock under incentive and purchase plans, net of forfeitures, shares						3,244
Stock-based compensation	4,886		4,886
Contribution of noncontrolling interests	0						0
Ending balance at May. 31, 2020	$ 1,800,662	$ 1,290	$ 356,846	$ (134,657)	$ 1,754,491	$ (177,520)	$ 212
Ending balance, shares at May. 31, 2020		129,060,664
Ending balance, treasury stock, shares at May. 31, 2020	(9,995,531)					(9,995,531)