8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 1, 2020

Commercial Metals Company

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation)
1-4304	75-0725338
(Commission File Number)	(IRS Employer Identification No.)
6565 N. MacArthur Blvd.
Irving, Texas	75039
(Address of Principal Executive Offices)	(Zip Code)

(214) 689-4300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 8.01 Other Events.

On October 1, 2020, Commercial Metals Company (the “Company”) issued a press release announcing a change in its segment reporting structure. A copy of the press release is hereby furnished as Exhibit 99.1 hereto and incorporated herein by reference.

In addition, on October 1, 2020, the Company made available on its website the investor presentation hereby furnished as Exhibit 99.2 hereto and incorporated herein by reference.

In the fourth quarter of the fiscal year ended August 31, 2020, the Company realigned its segment reporting structure to two operating segments: North America and Europe. North America comprises the Company's former Americas Recycling, Americas Mills and Americas Fabrication segments. Europe comprises the Company's former International Mill segment, with no other changes. The Company will continue to report Corporate and Eliminations separately from its operating segments.

The decision to realign the Company's segment reporting structure was made to reflect: (i) its vertically integrated operating model in North America, which is now supported by a National Sales, Inventory and Operations Planning function created in fiscal 2020, (ii) changes to its operating model and geographic footprint following the full integration of the rebar assets acquired in fiscal 2019 into its North America operations and (iii) the way the Company's Chief Operating Decision Maker now uses integrated North America data to manage the business, assess performance and allocate resources.

The information in this Current Report on Form 8-K is presented for informational purposes only in connection with the above-described segment reporting change. The Company is filing this Current Report on Form 8-K to provide recast unaudited historical financial and operating statistics. This segment reporting change has no impact on the Company's consolidated balance sheets and the consolidated statements of earnings, comprehensive income, cash flows and stockholders' equity previously reported on the basis of accounting principles generally accepted in the United States. The recast historical financial and operating statistics provided do not represent a restatement of previously issued financial and operating statistics. The above changes will be reflected in the results reported in the Annual Report on Form 10-K for the fiscal year ended August 31, 2020.

Item 9.01 Financial Statements and Exhibits.

(d)          Exhibits

The following exhibits are being furnished as part of this Current Report on Form 8-K.

99.1	Press Release issued by Commercial Metals Company on October 1, 2020
99.2	Investor Presentation
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

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 hereunto duly authorized.

	COMMERCIAL METALS COMPANY
Date: October 1, 2020	By: /s/ Paul J. Lawrence
	Name: Paul J. Lawrence
	Title: Vice President and Chief Financial Officer

EX-99.1

News Release

COMMERCIAL METALS COMPANY ANNOUNCES CHANGES TO SEGMENT REPORTING

Irving, TX - October 1, 2020 - Commercial Metals Company (NYSE: CMC) today announced that beginning with its fourth quarter of fiscal 2020, the Company realigned its reporting structure to include two operating segments: North America and Europe.

•North America comprises the Company's former Americas Recycling, Americas Mills, and Americas Fabrication business segments.

•Europe comprises the Company's former International Mill segment, with no other changes.

•Corporate and Eliminations will continue to be reported separately from operating segments.

The decision to realign CMC's operating segment structure was made to reflect: (i) its vertically integrated operating model in North America, which is now supported by a National Sales, Inventory and Operations Planning function created in fiscal 2020, (ii) changes to its operating model and geographic footprint following the full integration of the rebar assets acquired in fiscal 2019 into its North America operations, and (iii) the way management now uses the integrated North America data to manage the business, assess performance, and allocate resources.

Operational and financial statistics for fiscal years 2020 and 2019 can be found on pages 2 and 3 of this release. The announced realignment impacts only the Company’s segment reporting, and results in no change in CMC’s previously reported consolidated results.

Barbara R. Smith, Chairman of the Board, President and Chief Executive Officer, said, "We believe our realigned reporting structure better reflects the way we manage our company and the economics of our vertically integrated operations, giving better insight into how CMC creates value."

For additional resources outlining the announced changes, as well as definitions related to our restated operational statistics, please follow this link (https://ir.cmc.com/ir-toolkit), or visit our Investor Relations website at cmc.com/investors.

(CMC Segment Financial and Operating Statistics (Recast for Segment Realignment) - 2)

About Commercial Metals Company

    Commercial Metals Company and its subsidiaries manufacture, recycle and fabricate steel and metal products, related materials and services through a network of facilities that includes 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.

COMMERCIAL METALS COMPANY FINANCIAL & OPERATING STATISTICS (UNAUDITED)
	Three Months Ended
(in thousands, except per ton amounts)	5/31/2020		2/29/2020	11/30/2019	8/31/2019	5/31/2019	2/28/2019	11/30/2018
North America
Net sales	$	1,167,081	1,161,283	1,216,720	1,333,014	1,394,331	1,225,361	1,048,410
Adjusted EBITDA	$	159,394	152,831	174,732	152,450	146,228	74,761	82,857
External tons shipped
Raw materials	288		321	320	399	433	406	424
Rebar	463		461	475	474	485	470	297
Merchant and other	211		238	236	237	248	256	232
Steel products	674		699	711	711	733	726	529
Downstream products	427		366	413	448	469	396	319
Average selling price per ton
Raw materials	$	517	595	547	535	558	579	580
Steel products	$	624	625	626	659	686	688	695
Downstream products	$	966	984	976	963	925	845	868
Cost of raw materials per ton	$	348	435	392	383	402	414	424
Cost of ferrous scrap utilized per ton	$	239	256	226	246	284	303	307
Steel products metal margin per ton	$	385	369	400	413	402	385	388
Europe
Net sales	$	173,817	180,079	165,389	205,461	209,365	175,198	227,024
Adjusted EBITDA	$	14,270	13,451	11,359	22,666	24,120	20,537	32,779
External tons shipped
Rebar	122		145	122	151	126	66	80
Merchant and other	252		235	216	237	250	238	312
Steel products	374		380	338	388	376	304	392
Average selling price per ton
Steel products	$	437	449	461	500	524	545	547
Cost of ferrous scrap utilized per ton	$	239	251	244	265	288	301	295
Steel products metal margin per ton	$	198	198	217	235	236	244	252

(CMC Segment Financial and Operating Statistics (Recast for Segment Realignment) - 3)

COMMERCIAL METALS COMPANY FINANCIAL & OPERATING STATISTICS (UNAUDITED)
	Nine Months Ended May 31,		Twelve Months Ended August 31,
(in thousands, except per ton amounts)	2020		2019	2018
North America
Net sales	$	3,545,084	5,001,116	3,738,493
Adjusted EBITDA	$	486,957	456,296	323,993
External tons shipped
Raw materials	929		1,662	1,877
Rebar	1,399		1,726	798
Merchant and other	685		973	910
Steel products	2,084		2,699	1,708
Downstream products	1,206		1,632	1,114
Average selling price per ton
Raw materials	$	555	563	615
Steel products	$	625	681	640
Downstream products	$	976	905	800
Cost of raw materials per ton	$	393	406	460
Cost of ferrous scrap utilized per ton	$	238	284	303
Steel products metal margin per ton	$	387	397	337
Europe
Net sales	$	519,285	817,048	887,038
Adjusted EBITDA	$	39,080	100,102	131,720
External tons shipped
Rebar	389		423	459
Merchant and other	703		1,037	1,041
Steel products	1,092		1,460	1,500
Average selling price per ton
Steel products	$	449	528	560
Cost of ferrous scrap utilized per ton	$	245	288	314
Steel products metal margin per ton	$	204	240	246

Media Contact:

    Susan Gerber

    214.689.4300

EX-99.2

RESEGMENTATION SUMMARY OCTOBER 2020

TOPICS Summary of Reporting Changes Rationale for Changes Operational Statistics Disclosure Drivers of Operational Statistics Resegmentation Summary | October 2020 2

SUMMARY OF REPORTING CHANGES  Realigned reporting structure from four operating segments to two  Two operating segments: North America and Europe • Corporate and Eliminations will continue to be reported separately from operating segments  Previous Americas operating segments are now one North American segment  International Mill reporting unchanged; renamed Europe segment  This change has no impact on CMC’s previously reported consolidated financial statements Recast segment financials and other resources are posted within the Investor Toolkit on CMC’s Investor Relations website (https://www.cmc.com/en-us/investors) Resegmentation Summary | October 2020 3

RATIONALE FOR CHANGES  The decision was made to realign CMC's operating segment structure in order to reflect: i. Its vertically integrated operating model in North America, supported by a National Sales, Inventory and Operations Planning function created in fiscal 2020 ii. Changes to its North America operating model and geographic footprint as the rebar assets acquired in fiscal 2019 have been fully integrated into its North America operations iii. The way in which CMC’s management now reviews information, assesses performance, and allocates resources New segment reporting structure is consistent with management approach discussed during CMC’s Investor Day (Investor Day Webcast) Resegmentation Summary | October 2020 4

CONCEPTUAL FRAMEWORK – MOVING TO EXTERNAL PRICE AND VOLUME BASIS Total Recycling Americas Recycling Segment External Sales Internal Sales Total Americas Mills Americas Mills Segment External Sales Internal Sales Total Fabrication PREVIOUS REPORTING PREVIOUS Americas Fabrication Segment External Sales North America Downstream Raw Material Sales Steel Products Segment Products CURRENT REPORTING NOTE: Not to scale Resegmentation Summary | October 2020 5

OPERATIONAL STATISTICS DISCLOSURE  General Reporting Approach • Volumes and average price statistics will be based on external transactions only − Under previous reporting, metrics included transactions between former operating segments • Disclosures are made by product type along our vertical value chain, from raw materials to downstream products North America Statistics Definition Shipment Volumes • Volumes of ferrous and non-ferrous scrap sold to external parties Average Selling Price Per Ton • Average selling price of ferrous and non-ferrous scrap • Average material cost associated with external sales of ferrous and non-ferrous Raw Materials Raw Cost of Raw Materials Per Ton scrap Shipment Volumes • Shipments of steel products sold externally out of mills Average Selling Price Per Ton • Average FOB selling price of externally sold mill products • Unchanged from current definition – average yielded cost of scrap consumed for Steel Products Steel Cost of Scrap Utilized at Mills Increasing Value Add Increasing Value production at mills Shipment Volumes • Shipments of products that are further processed beyond the mills • Average selling price of rebar fabrication and steel fence post sold to external Products Average Selling Price Per Ton parties Downstream Downstream  Philosophy: Disclosures that allow investors to identify value drivers (spread over material cost and controllable cost management) • Raw material costs and yielded scrap costs allow approximation of market based major input costs • Remaining costs are largely controllable and managed along our vertical chain Resegmentation Summary | October 2020 6

DRIVERS OF OPERATIONAL STATISTICS Correlation to 3rd Party Benchmark Comments Raw Material Shipment Volumes N/A • Influenced by scrap collection volumes, third party mill operating rates, and general domestic industry capacity utilization Raw Material Average Selling Strong correlation to 95% shred / 5% • Dependent on mix of ferrous and non-ferrous material Price Per Ton LME Spot Cu • Non-ferrous material is generally 15% of total • Shred, Cu, and Al are biggest influencers of average price Cost of Raw Materials Per Ton Strong correlation to 95% shred / 5% • See comments above LME Spot Cu Steel Product Shipment N/A • Rebar demand is generally driven by infrastructure, non- Volumes residential, and residential activity levels. Infrastructure is generally the largest end market • MBQ demand is generally driven by industrial activity with some fluctuation due to service center replenishment cycles • Influenced by mix of mill production shipped internally vs. externally Steel Product Average Selling Strong correlation to rebar index • Influenced by market pricing dynamics and mix of product sold Price Per Ton Downstream Products Shipment N/A • Driven by infrastructure, non-residential, and residential Volumes activity levels • Volumes ship out of backlog that averages 9-12 months of shipments Downstream Products Average Strong correlation to rebar index • Sales are made out of a fixed price backlog Selling Price Per Ton lagged 9-12 months plus a spread • Backlog is comprised of numerous projects that are individually priced. Therefore average selling price can be impacted by the mix of work shipped in any given quarter Resegmentation Summary | October 2020 7

THANK YOU CORPORATE OFFICE 6565 N. MacArthur Blvd Suite 800 Irving, TX 75039 Phone: (214) 689.4300 INVESTOR RELATIONS Phone: (972) 308.5349 Fax: (214) 689.4326 IR@cmc.com Resegmentation Summary | October 2020 8

XML

Cover	Oct. 01, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 01, 2020
Entity Registrant Name	Commercial Metals Company
Entity Incorporation, State or Country Code	DE
Entity File Number	1-4304
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	CMC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000022444
Amendment Flag	false