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 November 30, 2023

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 January 5, 2024, 116,387,828 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	3
Condensed Consolidated Statements of Earnings (Unaudited) - Three months ended November 30, 2023 and 2022	3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - Three months ended November 30, 2023 and 2022	4
Condensed Consolidated Balance Sheets (Unaudited) - November 30, 2023 and August 31, 2023	5
Condensed Consolidated Statements of Cash Flows (Unaudited) - Three months ended November 30, 2023 and 2022	6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Three months ended November 30, 2023 and 2022	7
Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Note 1. Nature of Operations and Accounting Policies	8
Note 2. Changes in Business	10
Note 3. Accumulated Other Comprehensive Income (Loss)	10
Note 4. Revenue Recognition	11
Note 5. Inventories, Net	12
Note 6. Goodwill and Other Intangibles	12
Note 7. Credit Arrangements	14
Note 8. Derivatives	15
Note 9. Fair Value	16
Note 10. Stock-Based Compensation Plans	18
Note 11. Stockholders' Equity and Earnings Per Share	19
Note 12. Commitments and Contingencies	19
Note 13. Segment Information	20
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	33
Item 4. Controls and Procedures	33
PART II — OTHER INFORMATION	34
Item 1. Legal Proceedings	34
Item 1A. Risk Factors	34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3. Defaults Upon Senior Securities	34
Item 4. Mine Safety Disclosures	34
Item 5. Other Information	35
Item 6. Exhibits	35
Signature	37

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
	Three Months Ended November 30,
(in thousands, except share and per share data)	2023		2022
Net sales	$	2,003,051	$	2,227,313
Costs and operating expenses:
Cost of goods sold	1,604,068		1,719,414
Selling, general and administrative expenses	162,532		156,355
Interest expense	11,756		13,045
Net costs and operating expenses	1,778,356		1,888,814
Earnings before income taxes	224,695		338,499
Income taxes	48,422		76,725
Net earnings	$	176,273	$	261,774
Earnings per share:
Basic	$	1.51	$	2.23
Diluted	1.49		2.20
Average basic shares outstanding	116,771,939		117,273,743
Average diluted shares outstanding	118,354,913		118,925,442

See notes to condensed consolidated financial statements.

3

COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
	Three Months Ended November 30,
(in thousands)	2023		2022
Net earnings	$	176,273	$	261,774
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	23,493		41,429
Derivatives:
Net unrealized holding gain (loss)	(42,945)		68,045
Reclassification for realized gain	(1,499)		(6,970)
Net unrealized gain (loss) on derivatives	(44,444)		61,075
Defined benefit plans gain (loss) after amortization of prior service costs	(9)		1,758
Total other comprehensive income (loss), net of income taxes	(20,960)		104,262
Comprehensive income	$	155,313	$	366,036

See notes to condensed consolidated financial statements.

4

COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share data)	November 30, 2023		August 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	704,603	$	592,332
Accounts receivable (less allowance for doubtful accounts of $4,408 and $4,135)	1,216,352		1,240,217
Inventories, net	1,028,686		1,035,582
Prepaid and other current assets	294,186		276,024
Total current assets	3,243,827		3,144,155
Property, plant and equipment, net	2,423,684		2,409,360
Intangible assets, net	252,299		259,161
Goodwill	382,688		385,821
Other noncurrent assets	392,671		440,597
Total assets	$	6,695,169	$	6,639,094
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	343,831	$	364,390
Accrued expenses and other payables	409,126		438,811
Current maturities of long-term debt and short-term borrowings	33,998		40,513
Total current liabilities	786,955		843,714
Deferred income taxes	317,518		306,801
Other noncurrent liabilities	240,247		253,181
Long-term debt	1,120,472		1,114,284
Total liabilities	2,465,192		2,517,980
Commitments and contingencies (Note 12)
Stockholders' equity:
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 116,708,224 and 116,515,427 shares	1,290		1,290
Additional paid-in capital	377,533		394,672
Accumulated other comprehensive loss	(24,738)		(3,778)
Retained earnings	4,254,787		4,097,262
Less treasury stock 12,352,440 and 12,545,237 shares at cost	(379,136)		(368,573)
Stockholders' equity	4,229,736		4,120,873
Stockholders' equity attributable to non-controlling interests	241		241
Total stockholders' equity	4,229,977		4,121,114
Total liabilities and stockholders' equity	$	6,695,169	$	6,639,094

See notes to condensed consolidated financial statements.

5

COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Three Months Ended November 30,
(in thousands)	2023		2022
Cash flows from (used by) operating activities:
Net earnings	$	176,273	$	261,774
Adjustments to reconcile net earnings to cash flows from operating activities:
Depreciation and amortization	69,186		51,183
Deferred income taxes and other long-term taxes	21,343		16,744
Write-down of inventory	10,655		4,527
Stock-based compensation	8,059		16,675
Other	1,102		1,440
Changes in operating assets and liabilities, net of acquisitions	(25,558)		20,027
Net cash flows from operating activities	261,060		372,370
Cash flows from (used by) investing activities:
Capital expenditures	(66,991)		(133,052)
Acquisitions, net of cash acquired	—		(63,745)
Other	518		1,247
Net cash flows used by investing activities	(66,473)		(195,550)
Cash flows from (used by) financing activities:
Repayments of long-term debt	(9,276)		(154,631)
Debt issuance costs	—		(1,800)
Debt extinguishment costs	—		(69)
Proceeds from accounts receivable facilities	9,421		49
Repayments under accounts receivable facilities	(17,471)		(25,914)
Treasury stock acquired	(28,408)		(49,149)
Tax withholdings related to share settlements, net of purchase plans	(19,535)		(23,513)
Dividends	(18,748)		(18,787)
Net cash flows used by financing activities	(84,017)		(273,814)
Effect of exchange rate changes on cash	819		5,139
Increase (decrease) in cash, restricted cash and cash equivalents	111,389		(91,855)
Cash, restricted cash and cash equivalents at beginning of period	595,717		679,243
Cash, restricted cash and cash equivalents at end of period	$	707,106	$	587,388

See notes to condensed consolidated financial statements.

Supplemental information:	Three Months Ended November 30,
(in thousands)	2023		2022
Cash paid for income taxes	$	1,398	$	15,694
Cash paid for interest	10,888		22,201
Noncash activities:
Liabilities related to additions of property, plant and equipment	$	17,828	$	47,429
Right of use assets obtained in exchange for operating leases	9,197		16,492
Right of use assets obtained in exchange for finance leases	16,978		10,104
Cash and cash equivalents	$	704,603	$	582,069
Restricted cash	2,503		5,319
Total cash, restricted cash and cash equivalents	$	707,106	$	587,388

6

COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
	Three Months Ended November 30, 2023
	Common Stock					Treasury Stock
(in thousands, except share and per share data)	Number of Shares	Amount	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Retained Earnings	Number of Shares	Amount	Non-controlling Interest	Total
Balance, September 1, 2023	129,060,664	$1,290	$394,672	($3,778)	$4,097,262	(12,545,237)	($368,573)	$241	$4,121,114
Net earnings					176,273				176,273
Other comprehensive loss				(20,960)					(20,960)
Dividends ($0.16 per share)					(18,748)				(18,748)
Treasury stock acquired						(621,643)	(28,408)		(28,408)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes			(37,380)			814,440	17,845		(19,535)
Stock-based compensation			9,040						9,040
Reclassification of share-based liability awards			11,201						11,201
Balance, November 30, 2023	129,060,664	$1,290	$377,533	($24,738)	$4,254,787	(12,352,440)	($379,136)	$241	$4,229,977

	Three Months Ended November 30, 2022
	Common Stock					Treasury Stock
(in thousands, except share and per share data)	Number of Shares	Amount	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Number of Shares	Amount	Non-controlling Interest	Total
Balance, September 1, 2022	129,060,664	$1,290	$382,767	($114,451)	$3,312,438	(11,564,611)	($295,847)	$232	$3,286,429
Net earnings					261,774				261,774
Other comprehensive income				104,262					104,262
Dividends ($0.16 per share)					(18,787)				(18,787)
Treasury stock acquired						(1,275,452)	(49,149)		(49,149)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes			(44,787)			1,071,036	21,274		(23,513)
Stock-based compensation			13,527						13,527
Reclassification of share-based liability awards			9,692						9,692
Balance, November 30, 2022	129,060,664	$1,290	$361,199	($10,189)	$3,555,425	(11,769,027)	($323,722)	$232	$3,584,235

See notes to condensed consolidated financial statements.

7

COMMERCIAL METALS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. NATURE OF OPERATIONS AND 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, 2023 (the "2023 Form 10-K") filed by Commercial Metals Company ("CMC," and together with its consolidated subsidiaries, the "Company") with the United States ("U.S.") 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 and notes included in the 2023 Form 10-K. The results of operations for the three month period ended November 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year. Any reference in this Form 10-Q to the "corresponding period" or "comparable period" relates to the three month period ended November 30, 2022. Any reference in this Form 10-Q to a year refers to the fiscal year ended August 31st of that year, unless otherwise noted.

Nature of Operations

CMC is an innovative solutions provider helping build a stronger, safer and more sustainable world. Through an extensive manufacturing network principally located in the U.S. and Central Europe, we offer products and technologies to meet the critical reinforcement needs of the global construction sector. CMC’s solutions support construction across a wide variety of applications, including infrastructure, non-residential, residential, industrial and energy generation and transmission.

During the first quarter of 2024, CMC changed its reportable segments to reflect a change in the manner in which the business is managed. Based on recent changes to CMC’s organizational structure, the evolution of CMC’s solutions offerings outside of traditional steel products, the growing importance of non-steel solutions to CMC’s financial results and future outlook and how CMC's chief operating decision maker ("CODM"), the President and Chief Executive Officer, reviews operating results and makes decisions about resource allocation, CMC now has three reportable segments: North America Steel Group, Europe Steel Group and Emerging Businesses Group.

North America Steel Group

The North America Steel Group segment is primarily composed of a vertically integrated network of recycling facilities, steel mills and fabrication operations located in the U.S. The recycling facilities process ferrous and nonferrous scrap metals (collectively referred to as "raw materials") for use by manufacturers of new metal products. The steel mill operations consist of six electric arc furnace ("EAF") mini mills, three EAF micro mills and one rerolling mill. The steel mills manufacture finished long steel products including reinforcing bar ("rebar"), merchant bar, light structural and other special sections and wire rod, as well as semi-finished billets for rerolling and forging applications (collectively referred to as "steel products"). The fabrication operations primarily fabricate rebar and steel fence posts and offer post-tension cable products (collectively referred to as "downstream products" in the context of the North America Steel Group segment). The general strategy in the North America Steel Group segment is to optimize the Company's vertically integrated value chain to maximize profitability by obtaining the lowest possible input costs and highest possible selling prices. The Company operates the recycling facilities to provide low-cost scrap to the steel mills and the fabrication operations to optimize the steel mill volumes. The North America Steel Group segment's products are sold primarily to steel mills and foundries, construction, fabrication and other manufacturing industries.

Europe Steel Group

The Europe Steel Group segment is primarily composed of a vertically integrated network of recycling facilities, an EAF mini mill and fabrication operations located in Poland. The scrap metal recycling facilities process ferrous scrap metals for use almost exclusively by the mini mill. The steel products manufactured by the mini mill include rebar, merchant bar and wire rod as well as semi-finished billets. The products manufactured by this segment's fabrication operations include fabricated rebar, wire mesh, assembled rebar cages and other fabricated rebar by-products (collectively referred to as "downstream products" in the context of the Europe Steel Group segment). The strategy in the Europe Steel Group segment is to optimize profitability of the products manufactured by the mini mill, and this strategy is executed the same way in the Europe Steel Group segment as it

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is in the North America Steel Group segment. The Europe Steel Group segment's products are sold primarily to fabricators, manufacturers, distributors and construction companies.

Emerging Businesses Group

The strategy in the Emerging Businesses Group segment is to provide construction-related solutions and value-added products with strong, underlying growth fundamentals to serve domestic and international markets that are adjacent to those served by the vertically integrated operations in the North America Steel Group segment and the Europe Steel Group segment. To execute this strategy, CMC (i) develops proprietary products and solutions that deliver high value to customers by reducing costs and construction time, (ii) provides concrete-related construction products, equipment, and services and (iii) produces reinforcing steel products with increased strength, durability and corrosion resistance to support sustainable concrete construction.

The Emerging Businesses Group segment's portfolio consists of CMC Construction ServicesTM products (collectively referred to as "construction products"), Tensar® products (collectively referred to as "ground stabilization products") and CMC Impact MetalsTM, CMC Anchoring Systems and performance reinforcing steel products (collectively referred to as "downstream products" in the context of the Emerging Businesses Group segment).

•CMC Construction ServicesTM operations sell and rent products and equipment used to execute construction projects. Primary customers include concrete installers and other businesses in the construction industry.

•Tensar® operations sell geogrids and Geopier® foundation systems. Geogrids are polymer-based products used for ground stabilization, soil reinforcement and asphalt optimization in construction applications, including roadways, public infrastructure and industrial facilities. Geopier® foundation systems are ground improvement solutions that increase the load-bearing characteristics of ground structures and working surfaces and can be applied in soil types and construction situations in which traditional support methods are impractical or would make a project infeasible.

•CMC Impact MetalsTM operations manufacture high-strength steel products, such as high-strength bar for the truck trailer industry, special bar quality steel for the energy market and armor plate for military vehicles.

•CMC Anchoring Systems' operations supply a custom engineered line of anchor cages, bolts and fasteners that are fabricated principally from rebar and are used primarily to secure high voltage electrical transmission poles to concrete foundations.

•CMC's group of performance reinforcing steel offerings include innovative products such as Galvabar® (galvanized rebar with a zinc alloy coating that provides corrosion protection and post-fabrication formability), ChromX® (designed for high-strength capabilities, corrosion resistance and a service life of more than 100 years) and CryoSteel® (a cryogenic reinforcing steel that exceeds minimum performance requirements for strength and ductility at extremely low temperatures).

As a result of the change in reportable segments, certain prior year amounts have been recast to conform to the current year presentation. Throughout this Form 10-Q, unless otherwise indicated, amounts and activity reflect reclassifications related to the Company's change in reportable segments. The change in reportable segments had no impact on the Company’s consolidated balance sheets and the consolidated statements of earnings, comprehensive income, cash flows and stockholders’ equity previously reported.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the CODM, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

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NOTE 2. CHANGES IN BUSINESS

2023 Acquisitions

On September 15, 2022, the Company completed the acquisition of Advanced Steel Recovery, LLC ("ASR"), a supplier of recycled ferrous metals located in Southern California. ASR's primary operations include processing and brokering capabilities that source material for sale into both the domestic and export markets.

On November 14, 2022, the Company completed the acquisition of a Galveston, Texas area metals recycling facility and related assets (collectively, "Kodiak") from Kodiak Resources, Inc. and Kodiak Properties, L.L.C.

On March 3, 2023, the Company completed the acquisition of all of the assets of Roane Metals Group, LLC ("Roane"), a supplier of recycled metals with two facilities located in eastern Tennessee.

On March 17, 2023, the Company completed the acquisition of Tendon Systems, LLC ("Tendon"), a leading provider of post-tensioning, barrier cable and concrete restoration solutions to the southeastern U.S.

On May 1, 2023, the Company completed the acquisition of all of the assets of BOSTD America, LLC ("BOSTD"), a geogrid manufacturing facility located in Blackwell, Oklahoma. Prior to the acquisition, BOSTD produced several product lines for the Company's Tensar operations under a contract manufacturing arrangement.

On July 12, 2023, the Company completed the acquisition of EDSCO Fasteners, LLC ("EDSCO"), a leading provider of anchoring solutions for the electrical transmission market, with four manufacturing facilities located in North Carolina, Tennessee, Texas and Utah. Following the acquisition, EDSCO was rebranded as CMC Anchoring Systems.

The acquisitions of ASR, Kodiak, Roane, Tendon, BOSTD and EDSCO (the "2023 acquisitions") were not material individually, or in the aggregate, to the Company's financial position or results of operations, and therefore, pro forma operating results and other disclosures are not presented.

Operating results for the acquired operations of ASR, Kodiak, Roane and Tendon are presented within the Company's North America Steel Group segment. Operating results for BOSTD and CMC Anchoring Systems are presented within the Company's Emerging Businesses Group segment.

NOTE 3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

	Three Months Ended November 30, 2023
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Pension Plans		Total AOCI
Balance, September 1, 2023	$	(126,045)	$	135,257	$	(12,990)	$	(3,778)
Other comprehensive income (loss) before reclassifications(1)	23,493		(42,945)		(9)		(19,461)
Reclassification for gain (2)	—		(1,499)		—		(1,499)
Net other comprehensive income (loss)	23,493		(44,444)		(9)		(20,960)
Balance, November 30, 2023	$	(102,552)	$	90,813	$	(12,999)	$	(24,738)

	Three Months Ended November 30, 2022
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Pension Plans		Total AOCI
Balance, September 1, 2022	$	(245,897)	$	138,242	$	(6,796)	$	(114,451)
Other comprehensive income before reclassifications(1)	41,429		68,045		1,756		111,230
Reclassification for (gain) loss (2)	—		(6,970)		2		(6,968)
Net other comprehensive income	41,429		61,075		1,758		104,262
Balance, November 30, 2022	$	(204,468)	$	199,317	$	(5,038)	$	(10,189)

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__________________________________

(1) Other comprehensive income (loss) before reclassifications from derivatives is presented net of income tax benefit (expense) of $10.1 million and $(15.8) million for the three months ended November 30, 2023 and 2022, respectively. Other comprehensive income (loss) before reclassifications from defined benefit pension plans is presented net of immaterial tax benefits for each period presented.

(2) Reclassifications for gains from derivatives included in net earnings are primarily recorded in cost of goods sold in the condensed consolidated statements of earnings and are presented net of tax expenses of $0.3 million and $1.7 million, for the three months ended November 30, 2023 and 2022, respectively. Reclassifications for the loss from defined benefit pension plans included in net earnings is recorded in selling, general and administrative ("SG&A") expenses in the condensed consolidated statements of earnings and is presented net of an immaterial income tax benefit for the three months ended November 30, 2022.

NOTE 4. REVENUE RECOGNITION

The majority of the Company's 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. See Note 13, Segment Information, for further information about disaggregated revenue by the Company's major product lines.

Certain revenues from the Company's downstream products in the North America Steel Group segment are not recognized at a point in time. Revenue resulting from sales of fabricated rebar in the North America Steel Group segment is recognized over time, as discussed below. Revenue resulting from sales of steel fence posts and other downstream products in the North America Steel Group segment is recognized equal to billing under an available practical expedient.

Each of the North America Steel Group segment's fabricated rebar contracts represent a single performance obligation. Revenue from certain fabricated rebar contracts for which the Company provides fabricated product and installation services is recognized over time using an input measure. These contracts represented 9% and 8% of net sales in the North America Steel Group segment in the three months ended November 30, 2023 and 2022, respectively. Revenue from fabricated rebar contracts where the Company does not provide installation services is recognized over time using an output measure. These contracts represented 11% and 13% of net sales in the North America Steel Group segment in the three months ended November 30, 2023 and 2022, respectively.

The following table provides information about assets and liabilities from contracts with customers recognized over time:

(in thousands)	November 30, 2023		August 31, 2023
Contract assets (included in accounts receivable)	$	66,118	$	67,641
Contract liabilities (included in accrued expenses and other payables)	26,967		28,377

The amount of revenue reclassified from August 31, 2023 contract liabilities during the three months ended November 30, 2023 was approximately $16.2 million.

Remaining Performance Obligations

As of November 30, 2023, revenue totaling $840.6 million has been allocated to remaining performance obligations in the North America Steel Group segment related to contracts for which revenue is recognized using an input or output measure. Of this amount, the Company estimates that approximately 81% of the remaining performance obligations will be recognized in the twelve months after November 30, 2023, and the remainder will be recognized during the subsequent twelve months. The duration of all other contracts in the North America Steel Group, Europe Steel Group and Emerging Businesses Group segments are typically less than one year.

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NOTE 5. INVENTORIES, NET

The majority of the Company's inventories are in the form of semi-finished and finished steel products. Under the Company’s vertically integrated business models in the North America Steel Group segment and the Europe Steel Group segment, steel products are sold to external customers in various stages, from semi-finished billets through fabricated steel, leading these categories to be combined as finished goods.

The components of inventories were as follows:

(in thousands)	November 30, 2023		August 31, 2023
Raw materials	$	284,583	$	261,619
Work in process	7,846		6,844
Finished goods	736,257		767,119
Total	$	1,028,686	$	1,035,582

Inventory write-downs were $10.7 million and $4.5 million during the three months ended November 30, 2023 and 2022, respectively, and were primarily recorded in the Europe Steel Group segment.

NOTE 6. GOODWILL AND OTHER INTANGIBLES

Goodwill by reportable segment is detailed in the table below. During the first quarter of 2024, CMC changed its reportable segments as described in Note 1, Nature of Operations and Accounting Policies. Concurrent with the change in reportable segments, the Company reassigned goodwill to the updated reporting units using a relative fair value approach, shown below:

(in thousands)	North America		Europe		North America Steel Group		Europe Steel Group		Emerging Businesses Group		Consolidated
Goodwill, gross
Balance, September 1, 2023	$	351,441	$	44,561	$	—	$	—	$	—	$	396,002
Segment reassignment	(351,441)		(44,561)		126,915		4,075		265,012		—
Acquisition adjustments(1)	—		—		—		—		(3,250)		(3,250)
Foreign currency translation	—		—		—		128		(6)		122
Balance, November 30, 2023	—		—		126,915		4,203		261,756		392,874
Accumulated impairment
Balance, September 1, 2023	(10,036)		(145)		—		—		—		(10,181)
Segment reassignment	10,036		145		(9,542)		(146)		(493)		—
Foreign currency translation	—		—		—		(5)		—		(5)
Balance, November 30, 2023	—		—		(9,542)		(151)		(493)		(10,186)
Goodwill, net
Balance, September 1, 2023	341,405		44,416		—		—		—		385,821
Segment reassignment	(341,405)		(44,416)		117,373		3,929		264,519		—
Acquisition adjustments(1)	—		—		—		—		(3,250)		(3,250)
Foreign currency translation	—		—		—		123		(6)		117
Balance, November 30, 2023	$	—	$	—	$	117,373	$	4,052	$	261,263	$	382,688

__________________________________

(1) Measurement period adjustments related to the 2023 acquisitions which impacted the amount of goodwill originally reported.

The Company evaluated impairment indicators for the previous reporting units immediately prior to the change in reportable segments described above and concluded there were no indicators of impairment. Immediately after the change in reportable segments, the Company performed qualitative tests for five reporting units consisting of $285.0 million of goodwill and quantitative tests for three reporting units consisting of $100.8 million of goodwill. The results of the qualitative and

12

quantitative tests indicated it was more likely than not that the fair value of all reporting units with goodwill exceeded their carrying values.

Other indefinite-lived intangible assets consisted of the following:

(in thousands)	November 30, 2023		August 31, 2023
Trade names	$	54,092	$	54,056
In-process research and development	2,400		2,400
Non-compete agreements	750		750
Total	$	57,242	$	57,206

The change in the balance of intangible assets with indefinite lives from August 31, 2023 to November 30, 2023 was due to foreign currency translation adjustments.

Other intangible assets subject to amortization are detailed in the following table:

	November 30, 2023						August 31, 2023
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Developed technologies	$	150,900	$	29,912	$	120,988	$	150,445	$	25,228	$	125,217
Customer relationships	74,607		10,026		64,581		74,582		7,606		66,976
Patents	7,203		5,814		1,389		7,203		5,570		1,633
Perpetual lease rights	6,172		957		5,215		5,984		910		5,074
Trade names	3,300		1,218		2,082		3,287		1,129		2,158
Non-compete agreements	2,300		1,591		709		2,300		1,502		798
Other	223		130		93		224		125		99
Total	$	244,705	$	49,648	$	195,057	$	244,025	$	42,070	$	201,955

The foreign currency translation adjustments for intangible assets subject to amortization were immaterial for all periods presented above.

Amortization expense for intangible assets was $7.5 million and $6.1 million in the three months ended November 30, 2023 and 2022, respectively, of which $4.7 million and $4.6 million, respectively, was recorded in cost of goods sold and $2.8 million and $1.5 million, respectively, was recorded in SG&A expenses in the condensed consolidated statements of earnings. Estimated amounts of amortization expense for intangible assets for the next five years are as follows:

	(in thousands)
Remainder of 2024	$	20,898
2025	26,362
2026	25,138
2027	25,041
2028	23,031

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NOTE 7. CREDIT ARRANGEMENTS

Long-term debt was as follows: 

(in thousands)	Weighted Average Interest Rate as of November 30, 2023	November 30, 2023		August 31, 2023
2030 Notes	4.125%	$	300,000	$	300,000
2031 Notes	3.875%	300,000		300,000
2032 Notes	4.375%	300,000		300,000
Series 2022 Bonds, due 2047	4.000%	145,060		145,060
Short-term borrowings	(1)	—		8,419
Other	4.547%	15,859		16,042
Finance leases	5.037%	103,350		95,470
Total debt		1,164,269		1,164,991
Less unamortized debt issuance costs		(14,397)		(14,840)
Plus unamortized bond premium		4,598		4,646
Total amounts outstanding		1,154,470		1,154,797
Less current maturities of long-term debt and short-term borrowings		(33,998)		(40,513)
Long-term debt		$	1,120,472	$	1,114,284

__________________________________

(1) The weighted average interest rate of short-term borrowings as of August 31, 2023 was 7.800%.

The Company's credit arrangements require compliance with certain covenants, including an interest coverage ratio and a debt to capitalization ratio. At November 30, 2023, the Company was in compliance with all financial covenants in its credit arrangements.

Capitalized interest was $1.2 million and $4.6 million during the three months ended November 30, 2023 and 2022, respectively.

Credit Facilities

The Company has a Sixth Amended and Restated Credit Agreement (the "Credit Agreement") with a revolving credit facility (the "Revolver") of $600.0 million. The Company had no amounts drawn under the Revolver at November 30, 2023 or August 31, 2023. The availability under the Revolver was reduced by outstanding stand-by letters of credit totaling $0.9 million at each of November 30, 2023 and August 31, 2023. The Credit Agreement also provided for a delayed draw senior secured term loan facility with a maximum principal amount of $200.0 million, which expired undrawn in October 2023, in accordance with its terms.

The Company also has credit facilities in Poland through its subsidiary, CMC Poland Sp. z.o.o. ("CMCP"). At November 30, 2023 and August 31, 2023, CMCP's credit facilities totaled PLN 600.0 million, or $150.0 million and $145.4 million, respectively. There were no amounts outstanding under these facilities as of November 30, 2023 or August 31, 2023. The available balance of these credit facilities was reduced by outstanding stand-by letters of credit, guarantees and/or other financial assurance instruments, which totaled $1.4 million and $16.3 million at November 30, 2023 and August 31, 2023, respectively.

Accounts Receivable Facility

The Poland accounts receivable facility had a limit of PLN 288.0 million, or $72.0 million and $69.8 million, at November 30, 2023 and August 31, 2023, respectively. The Company had no amounts outstanding under the Poland accounts receivable facility at November 30, 2023, compared to PLN 34.7 million, or $8.4 million, advance payments outstanding at August 31, 2023.

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NOTE 8. DERIVATIVES

At November 30, 2023 and August 31, 2023, the notional values of the Company's commodity contract commitments were $481.0 million and $456.4 million, respectively. At November 30, 2023 and August 31, 2023, the notional values of the Company's foreign currency contract commitments were $284.9 million and $221.4 million, respectively.

The following table provides information regarding the Company's commodity contract commitments at November 30, 2023:

Commodity	Position	Total
Aluminum	Long	2,525	MT
Aluminum	Short	1,150	MT
Copper	Long	612	MT
Copper	Short	10,433	MT
Electricity	Long	3,257,000	MW(h)
Natural Gas	Long	5,150,550	MMBtu

__________________________________

MT = Metric ton

MW(h) = Megawatt hour

MMBtu = Metric Million British thermal unit

The following table summarizes the location and amounts of the fair value of the Company's derivative instruments reported in the condensed consolidated balance sheets:

(in thousands)	Primary Location	November 30, 2023		August 31, 2023
Derivative assets:
Commodity	Prepaid and other current assets	$	9,025	$	11,427
Commodity	Other noncurrent assets	135,939		184,261
Foreign exchange	Prepaid and other current assets	9,916		1,898
Derivative liabilities:
Commodity	Accrued expenses and other payables	$	6,066	$	2,983
Commodity	Other noncurrent liabilities	1,003		1,085
Foreign exchange	Accrued expenses and other payables	5,868		2,566

The following table summarizes activities related to the Company's derivatives not designated as cash flow hedging instruments recognized in the condensed consolidated statements of earnings. All other activity related to the Company's derivatives not designated as cash flow hedging instruments was immaterial for the periods presented.

		Three Months Ended November 30,
Gain (Loss) on Derivatives Not Designated as Hedging Instruments (in thousands)	Primary Location	2023		2022
Commodity	Cost of goods sold	$	(72)	$	(3,085)
Foreign exchange	SG&A expenses	3,539		3,462

The following table summarizes activities related to the Company's derivatives designated as cash flow hedging instruments recognized in the condensed consolidated statements of comprehensive income and condensed consolidated statements of earnings, respectively. Amounts presented do not include the effects of foreign currency translation adjustments.

	Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Other Comprehensive Income (Loss), Net of Income Taxes (in thousands)					Amount of Gain Reclassified from AOCI into Earnings on Derivatives (in thousands)
	Three Months Ended November 30,					Three Months Ended November 30,
	2023		2022		Primary Location	2023		2022
Commodity	$	(42,952)	$	68,039	Cost of goods sold	$	1,765	$	8,605
Foreign exchange	7		6		SG&A expenses	61		61

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The Company's natural gas commodity derivatives accounted for as cash flow hedging instruments have maturities extending to November 2026. The Company's electricity commodity derivatives accounted for as cash flow hedging instruments have maturities extending to December 2034. Included in the AOCI balance as of November 30, 2023 was an estimated net gain of $5.4 million from cash flow hedging instruments that is expected to be reclassified into net earnings within the twelve months following November 30, 2023. Cash flows associated with the cash flow hedging instruments are recorded as a component of cash flows from operating activities in the condensed consolidated statements of cash flows. See Note 9, Fair Value, for the fair value of the Company's derivative instruments recorded in the condensed consolidated balance sheets.

NOTE 9. 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 within Note 1, Nature of Operations and Summary of Significant Accounting Policies, to the consolidated financial statements in the 2023 Form 10-K.

The following table summarizes 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)	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of November 30, 2023:
Assets:
Investment deposit accounts (1)	$	553,443	$	553,443	$	—	$	—
Commodity derivative assets (2)	144,964		607		—		144,357
Foreign exchange derivative assets (2)	9,916		—		9,916		—
Liabilities:
Commodity derivative liabilities (2)	7,069		7,069		—		—
Foreign exchange derivative liabilities (2)	5,868		—		5,868		—
As of August 31, 2023:
Assets:
Investment deposit accounts (1)	$	508,227	$	508,227	$	—	$	—
Commodity derivative assets (2)	195,689		1,264		—		194,425
Foreign exchange derivative assets (2)	1,898		—		1,898		—
Liabilities:
Commodity derivative liabilities (2)	4,068		4,068		—		—
Foreign exchange derivative liabilities (2)	2,566		—		2,566		—

__________________________________

(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. Derivatives classified as Level 3 are described below. Further discussion regarding the Company's use of derivative instruments is included in Note 8, Derivatives.

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The fair value estimate of the Level 3 commodity derivatives are based on internally developed discounted cash flow models primarily utilizing unobservable inputs for which there is little or no market data. The Company forecasts future energy rates using a range of historical prices (the "floating rate"). The floating rate is the only significant unobservable input used in the Company's discounted cash flow models. Significantly higher or lower floating rates could have resulted in a material difference in our fair value measurement. The following table summarizes the range of floating rates used to measure the fair value of the Level 3 commodity derivatives at November 30, 2023 and August 31, 2023, which are applied uniformly across each of our Level 3 commodity derivatives:

	Floating rate (PLN)
	Low	High	Average
November 30, 2023	424	807	551
August 31, 2023	480	855	630

Below is a reconciliation of the beginning and ending balances of the Level 3 commodity derivatives recognized in the condensed consolidated statements of comprehensive income. The fluctuation in energy rates over time causes volatility in the fair value estimates and is the primary reason for unrealized losses and gains included in other comprehensive income ("OCI") in the three months ended November 30, 2023 and 2022, respectively.                                     

(in thousands)	Three Months Ended November 30, 2023
Balance, September 1, 2023	$	194,425
Total activity, realized and unrealized:
Unrealized holding loss before reclassification (1)	(47,277)
Reclassification for gain included in net earnings (2)	(2,791)
Balance, November 30, 2023	$	144,357
(in thousands)	Three Months Ended November 30, 2022
Balance, September 1, 2022	$	143,500
Total activity, realized and unrealized:
Unrealized holding gain before reclassification (1)	104,197
Reclassification for gain included in net earnings (2)	(6,231)
Balance, November 30, 2022	$	241,466

__________________________________

(1) Unrealized holding gain (loss), net of foreign currency translation, less amounts reclassified are included in net unrealized gain (loss) on derivatives in the condensed consolidated statements of comprehensive income.

(2) Gains included in net earnings are recorded in cost of goods sold in the condensed consolidated statements of earnings.

There were no material non-recurring fair value remeasurements during the three months ended November 30, 2023 or 2022.

The carrying values of the Company's short-term items, including documentary letters of credit and notes payable, approximate fair value.

The carrying value and fair value of the Company's long-term debt, including current maturities, excluding other borrowings and finance leases, was $1.0 billion and $900.7 million, respectively, at November 30, 2023, and $1.0 billion and $900.9 million, respectively, at August 31, 2023. The Company estimates these fair values based on Level 2 of the fair value hierarchy using indicated market values. The Company's other borrowings contain variable interest rates, and as a result, their carrying values approximate fair values.

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NOTE 10. STOCK-BASED COMPENSATION PLANS

The Company's stock-based compensation plans are described in Note 13, Stock-Based Compensation Plans, to the consolidated financial statements in the 2023 Form 10-K. In general, restricted stock units 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 vest after a period of three years.

Information for restricted stock units and performance stock units accounted for as equity awards is as follows:

	Shares	Weighted Average Fair Value
Outstanding as of August 31, 2023	1,777,591	$	37.01
Granted	1,060,992	47.68
Vested	(1,218,683)	37.80
Forfeited	(14,436)	39.02
Outstanding as of November 30, 2023	1,605,464	$	43.45

	Shares	Weighted Average Fair Value
Outstanding as of August 31, 2022	1,993,630	$	27.59
Granted	1,423,909	35.78
Vested	(1,611,934)	25.13
Forfeited	(2,259)	31.00
Outstanding as of November 30, 2022	1,803,346	$	36.26

The Company granted 188,453 and 242,267 equivalent shares of restricted stock units and performance stock units accounted for as liability awards during the three months ended November 30, 2023 and 2022, respectively. At November 30, 2023, the Company had outstanding 463,334 equivalent shares accounted for under the liability method. The Company expects 440,167 equivalent shares to vest.

The following table summarizes total stock-based compensation expense, including fair value remeasurements, which was primarily included in SG&A expenses in the Company's condensed consolidated statements of earnings:

	Three Months Ended November 30,
(in thousands)	2023		2022
Stock-based compensation expense	$	8,059	$	16,675

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NOTE 11. STOCKHOLDERS' EQUITY AND EARNINGS PER SHARE

The Company's calculation of basic earnings per share ("EPS") and diluted EPS are described in Note 16, Earnings Per Share, to the consolidated financial statements in the 2023 Form 10-K.

The calculations of basic and diluted EPS were as follows: 

	Three Months Ended November 30,
(in thousands, except share and per share data)	2023		2022
Net earnings	$	176,273	$	261,774
Average basic shares outstanding	116,771,939		117,273,743
Effect of dilutive securities	1,582,974		1,651,699
Average diluted shares outstanding	118,354,913		118,925,442
Earnings per share:
Basic	$	1.51	$	2.23
Diluted	1.49		2.20

For all periods presented above, the Company had immaterial anti-dilutive shares, which were not included in the computation of average diluted shares outstanding.

In October 2021, the Company's Board of Directors authorized a share repurchase program under which the Company may repurchase up to $350.0 million of shares of CMC common stock. During the three months ended November 30, 2023, the Company repurchased 621,643 shares of CMC common stock, at an average purchase price of $45.70 per share. The Company had remaining authorization to repurchase $58.3 million of shares of CMC common stock at November 30, 2023.

NOTE 12. COMMITMENTS AND CONTINGENCIES

In the ordinary course of conducting its business, the Company becomes involved in litigation, administrative proceedings and governmental investigations, including environmental matters. At November 30, 2023 and August 31, 2023, the amounts accrued for cleanup and remediation costs at certain sites in response to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") and analogous state and local statutes were immaterial. Total accrued environmental liabilities, including CERCLA sites, were $3.7 million and $4.5 million at November 30, 2023 and August 31, 2023, respectively, of which $1.7 million and $2.0 million were classified as other noncurrent liabilities as of November 30, 2023 and August 31, 2023, respectively. These amounts have not been discounted to their present values. Due to evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors, amounts accrued could vary significantly from amounts paid.

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NOTE 13. SEGMENT INFORMATION

The Company structures its business into three reportable segments: North America Steel Group, Europe Steel Group and Emerging Businesses Group. See Note 1, Nature of Operations and Accounting Policies, for more information about the reportable segments, including the types of products and services from which each reportable 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 long-term debt and intercompany eliminations. Prior period balances in the tables below have been recast to reflect current period presentation, as described in Note 1, Nature of Operations and Accounting Policies.

The following is a summary of certain financial information by reportable segment and Corporate and Other.

	Three Months Ended November 30, 2023
(in thousands)	North America Steel Group		Europe Steel Group		Emerging Businesses Group		Corporate and Other		Total
Net sales from external customers	$	1,592,650	$	225,175	$	177,239	$	7,987	$	2,003,051
Adjusted EBITDA	266,820		38,942		30,862		(30,987)		305,637
Total assets at November 30, 2023	4,142,370		838,019		847,744		867,036		6,695,169

	Three Months Ended November 30, 2022
(in thousands)	North America Steel Group		Europe Steel Group		Emerging Businesses Group		Corporate and Other		Total
Net sales from external customers	$	1,664,161	$	386,503	$	170,534	$	6,115	$	2,227,313
Adjusted EBITDA	349,787		61,248		31,427		(39,726)		402,736
Total assets at August 31, 2023	4,166,521		927,468		874,330		670,775		6,639,094

The following table presents a reconciliation of net earnings to adjusted EBITDA:

	Three Months Ended November 30,
(in thousands)	2023		2022
Net earnings	$	176,273	$	261,774
Interest expense	11,756		13,045
Income taxes	48,422		76,725
Depreciation and amortization	69,186		51,183
Asset impairments	—		9
Adjusted EBITDA	$	305,637	$	402,736

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Disaggregation of Revenue

The following tables display revenue by reportable segment and Corporate and Other from external customers, disaggregated by major product:

	Three Months Ended November 30, 2023
(in thousands)	North America Steel Group		Europe Steel Group		Emerging Businesses Group		Corporate and Other		Total
Major product:
Raw materials	$	313,655	$	3,714	$	—	$	—	$	317,369
Steel products	657,760		175,532		—		—		833,292
Downstream products	577,002		38,628		37,546		—		653,176
Construction products	—		—		77,759		—		77,759
Ground stabilization products	—		—		57,323		—		57,323
Other	44,233		7,301		4,611		7,987		64,132
Net sales from external customers	1,592,650		225,175		177,239		7,987		2,003,051
Intersegment net sales, eliminated on consolidation	19,637		576		4,787		(25,000)		—
Net sales	$	1,612,287	$	225,751	$	182,026	$	(17,013)	$	2,003,051

	Three Months Ended November 30, 2022
(in thousands)	North America Steel Group		Europe Steel Group		Emerging Businesses Group		Corporate and Other		Total
Major product:
Raw materials	$	293,320	$	4,867	$	—	$	—	$	298,187
Steel products	703,594		311,936		—		—		1,015,530
Downstream products	618,967		59,582		24,808		—		703,357
Construction products	—		—		83,567		—		83,567
Ground stabilization products	—		—		59,079		—		59,079
Other	48,280		10,118		3,080		6,115		67,593
Net sales from external customers	1,664,161		386,503		170,534		6,115		2,227,313
Intersegment net sales, eliminated on consolidation	25,854		532		8,778		(35,164)		—
Net sales	$	1,690,015	$	387,035	$	179,312	$	(29,049)	$	2,227,313

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 (this "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, 2023 (the "2023 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 United States ("U.S.") Securities and Exchange Commission (the "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 Part I, Item 1A of our 2023 Form 10-K. We do not undertake any obligation to update, amend or clarify any forward-looking statements to reflect changed

21

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 "corresponding period" or "comparable period" relates to the three month period ended November 30, 2022. Any reference in this Form 10-Q to a year refers to the fiscal year ended August 31st of that year, unless otherwise noted.

BUSINESS CONDITIONS AND DEVELOPMENTS

Change in Reportable Segments

During the first quarter of 2024, we changed our reportable segments to reflect a change in the manner in which our business is managed. Based on recent changes to our organizational structure, the evolution of our solutions offerings outside of traditional steel products, the growing importance of non-steel solutions to our financial results and future outlook and how our chief operating decision maker, our President and Chief Executive Officer, reviews operating results and makes decisions about resource allocation, CMC now has three reportable segments that represent the primary businesses reported in our condensed consolidated financial statements: North America Steel Group, Europe Steel Group and Emerging Businesses Group. See the section titled "Results of Operations Summary" below for more information regarding our reportable segments. As a result of this change, certain prior year amounts have been recast to conform to the current year presentation. Throughout this Form 10-Q, unless otherwise indicated, amounts and activity reflect reclassifications related to the Company's change in reportable segments.

Chief Executive Officer Transition

Effective September 1, 2023, Peter R. Matt, our then President, assumed the role of President and Chief Executive Officer, immediately following the retirement of Barbara R. Smith, our then Chief Executive Officer and Chairman of the Board of Directors. Mr. Matt has served as our President since April 9, 2023 and continues to serve as a member of the Board of Directors, which he joined in June 2020. Ms. Smith was appointed Executive Chairman of the Board of Directors, effective September 1, 2023. The transition from Ms. Smith to Mr. Matt followed the Company's formal succession planning process.

2023 Acquisitions

On September 15, 2022, we completed the acquisition of Advanced Steel Recovery, LLC ("ASR"), a supplier of recycled ferrous metals located in Southern California. ASR's primary operations include processing and brokering capabilities that source material for sale into both the domestic and export markets.

On November 14, 2022, we completed the acquisition of a Galveston, Texas area metals recycling facility and related assets (collectively, "Kodiak") from Kodiak Resources, Inc. and Kodiak Properties, L.L.C.

On March 3, 2023, we completed the acquisition of all of the assets of Roane Metals Group, LLC ("Roane"), a supplier of recycled metals with two facilities located in eastern Tennessee.

On March 17, 2023, we completed the acquisition of Tendon Systems, LLC ("Tendon"), a leading provider of post-tensioning, barrier cable and concrete restoration solutions to the southeastern U.S.

On May 1, 2023, we completed the acquisition of all of the assets of BOSTD America, LLC ("BOSTD"), a geogrid manufacturing facility located in Blackwell, Oklahoma. Prior to the acquisition, BOSTD produced several product lines for our Tensar operations under a contract manufacturing arrangement.

On July 12, 2023, we completed the acquisition of EDSCO Fasteners, LLC ("EDSCO"), a leading provider of anchoring solutions for the electrical transmission market, with four manufacturing facilities located in North Carolina, Tennessee, Texas and Utah. Following the acquisition, EDSCO was rebranded as CMC Anchoring Systems.

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Operating results for ASR, Kodiak, Roane and Tendon are presented within the North America Steel Group segment. Operating results for BOSTD and CMC Anchoring Systems are presented within the Emerging Businesses Group segment. The acquired operations of ASR, Kodiak, Roane, Tendon, BOSTD and CMC Anchoring Systems are collectively referred to as the "2023 acquisitions."

Capital Expenditures

During the fourth quarter of 2023, our third micro mill was placed into service. Initial commercial production of rebar commenced during commissioning, prior to the startup of merchant bar production that will commence in early calendar year 2024. This micro mill is the first in the world to produce merchant bar quality products through a continuous production process and will employ the latest technology in electric arc furnace ("EAF") power supply systems which will allow us to directly connect the EAF and the ladle furnace to renewable energy sources such as solar and wind. The new facility, located in Mesa, Arizona, allows us to more efficiently meet underlying West Coast and Pacific Northwest demand for steel products.

In December 2022, we announced that our planned fourth micro mill will be located in Berkeley County, West Virginia. This new micro mill will be geographically situated to serve the Northeast, Mid-Atlantic and Mid-Western U.S. markets and will enhance our steel production capabilities by achieving synergies within the existing network of downstream fabrication plants.

Russian Invasion of Ukraine

The Russian invasion of Ukraine did not have a direct material adverse impact on our business, financial condition or results of operations during the three months ended November 30, 2023 or 2022. Our Europe Steel Group segment has not experienced an interruption in energy supply and was able to identify alternate sources for a limited number of materials previously procured through Russia. However, the Russian invasion of Ukraine has led to economic slowdowns in Europe, including significant volatility in commodity prices and credit markets, as well as reductions in demand and supply chain interruptions, and has contributed to global inflation. We will continue to monitor disruptions in supply of energy and materials and the indirect effects on our operations of inflationary pressures, reductions in demand, foreign exchange rate fluctuations, commodity pricing, potential cybersecurity risks and sanctions resulting from the invasion.

See Part I, Item 1A, Risk Factors, of our 2023 Form 10-K for further discussion related to the above business conditions and developments.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to our critical accounting policies and estimates as set forth in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, included in our 2023 Form 10-K.

RESULTS OF OPERATIONS SUMMARY

Business Overview

CMC is an innovative solutions provider helping build a stronger, safer and more sustainable world. Through an extensive manufacturing network principally located in the U.S. and Central Europe, we offer products and technologies to meet the critical reinforcement needs of the global construction sector. CMC’s solutions support construction across a wide variety of applications, including infrastructure, non-residential, residential, industrial and energy generation and transmission. Our operations are conducted through three reportable segments: North America Steel Group, Europe Steel Group and Emerging Businesses Group.

North America Steel Group

The North America Steel Group segment is primarily composed of a vertically integrated network of recycling facilities, steel mills and fabrication operations located in the U.S.

The scrap metal recycling facilities process and sell ferrous and nonferrous scrap metals (collectively referred to as "raw materials") to steel mills and foundries, aluminum sheet and ingot manufacturers, brass and bronze ingot makers, copper refineries and mills, secondary lead smelters, specialty steel mills, high temperature alloy manufacturers and other consumers. Ferrous scrap metal processed by our recycling operations is the primary raw material used by our steel mills.

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Our steel mill operations consist of six EAF mini mills, three EAF micro mills and one rerolling mill. The steel mills manufacture finished long steel products including rebar, merchant bar, light structural and other special sections and wire rod, as well as semi-finished billets for rerolling and forging applications (collectively referred to as "steel products"). The primary end markets for our steel mills are construction and fabricating industries, metals service centers, original equipment manufacturers and agricultural, energy and petrochemical industries.

The fabricated rebar operations shear, bend, weld and fabricate steel that is used to reinforce concrete during the construction of commercial and non-commercial buildings, hospitals, convention centers, industrial plants, power plants, highways, bridges, arenas, stadiums and dams, among other projects. Many of the projects are fixed price over the life of the project. We also provide installation services of fabricated rebar in certain markets. Steel for our fabrication operations is obtained primarily from our steel mills. Additionally, we fabricate steel fence posts primarily for use in residential and commercial landscaping and agricultural and livestock containment. Further, we supply post-tension cable for use in a variety of projects, such as slab-on-grade foundations, bridges, buildings, parking structures and rock-and-soil anchors. The fabrication and post-tension cable offerings are collectively referred to as "downstream products" in the context of the North America Steel Group segment.

Europe Steel Group

The Europe Steel Group segment is primarily composed of a vertically integrated network of recycling facilities, an EAF mini mill and fabrication operations located in Poland.

The scrap metal recycling facilities process ferrous scrap metals for use almost exclusively by the mini mill. Nonferrous scrap metal is not material to this segment’s operations. The mini mill is a significant manufacturer of steel products including rebar, merchant bar, wire rod and semi-finished billets in Central Europe and includes three rolling lines. The first rolling line is designed to allow efficient and flexible production of a range of medium section merchant bar products. The second rolling line is dedicated primarily to rebar production. The third rolling line is designed to produce high grade wire rod. The mini mill sells steel products primarily to fabricators, manufacturers, distributors and construction companies, mostly to customers located within Poland. However, the mini mill also exports steel products to the Czech Republic, Germany, Hungary, Slovakia and other countries.

The fabrication operations obtain rebar and wire rod primarily from the mini mill for use in the production of fabricated rebar, fabricated mesh, wire mesh, assembled rebar cages, welded steel mesh, cold rolled wire rod, cold rolled rebar and other fabricated rebar by-products. The products manufactured by the fabrication operations (collectively referred to as "downstream products" in the context of the Europe Steel Group segment) are sold primarily to contractors for incorporation into construction projects. In addition to sales of downstream products in the Polish market, the Company also exports downstream products to neighboring countries such as the Czech Republic and Germany.

Emerging Businesses Group

Our Emerging Businesses Group segment provides construction-related solutions and value-added products with strong, underlying growth fundamentals to serve domestic and international markets that are adjacent to those served by our vertically integrated operations in the North America Steel Group segment and the Europe Steel Group segment. The Emerging Businesses Group segment's portfolio consists of CMC Construction ServicesTM products (collectively referred to as "construction products"), Tensar® products (collectively referred to as "ground stabilization products") and CMC Impact MetalsTM, CMC Anchoring Systems and performance reinforcing steel products (collectively referred to as "downstream products" in the context of the Emerging Businesses Group segment).

•CMC Construction ServicesTM operations sell and rent construction-related products and equipment to concrete installers and other businesses in the construction industry.

•Tensar® operations sell geogrids and Geopier® foundation systems. Geogrids are polymer-based products used for ground stabilization, soil reinforcement and asphalt optimization in construction applications, including roadways, public infrastructure and industrial facilities. Geopier® foundation systems are ground improvement solutions that increase the load-bearing characteristics of ground structures and working surfaces and can be applied in soil types and construction situations in which traditional support methods are impractical or would make a project infeasible.

•CMC Impact MetalsTM operations manufacture high-strength steel products, such as high-strength bar for the truck trailer industry, special bar quality steel for the energy market and armor plate for military vehicles.

•CMC Anchoring Systems' operations supply a custom engineered line of anchor cages, bolts and fasteners that are fabricated principally from rebar and are used primarily to secure high voltage electrical transmission poles to concrete foundations.

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•Our group of performance reinforcing steel offerings include innovative products such as Galvabar® (galvanized rebar with a zinc alloy coating that provides corrosion protection and post-fabrication formability), ChromX® (designed for high-strength capabilities, corrosion resistance and a service life of more than 100 years) and CryoSteel® (a cryogenic reinforcing steel that exceeds minimum performance requirements for strength and ductility at extremely low temperatures).

Key Performance Indicators

When evaluating our results for the period, we compare net sales, in the aggregate and for each of our reportable segments, in the current period to net sales in the corresponding period. Specifically, for the North America Steel Group segment and the Europe Steel Group segment we focus on changes in average selling price per ton and tons shipped compared to the prior period for each of our vertically integrated product categories as these are the two variables that typically have the greatest impact on our net sales for those reportable segments. Of the products evaluated by changes in average selling price per ton and tons shipped within the North America Steel Group and Europe Steel Group segments, raw materials include ferrous and nonferrous scrap, steel products include rebar, merchant and other steel products, such as billets and wire rod, and downstream products include fabricated rebar, steel fence posts and wire mesh. The evaluation of average selling price per ton and tons shipped for downstream products exclude post-tension cable, which is not measured on a per ton basis.

Adjusted EBITDA is used by management to compare and evaluate the period-over-period underlying business operational performance of our reportable segments. Adjusted EBITDA is the sum of the Company's earnings before interest expense, income taxes, depreciation and amortization and impairment expense. Although there are many factors that can impact a segment’s adjusted EBITDA and, therefore, our overall earnings, changes in metal margins of our steel products and downstream products period-over-period in the North America Steel Group and Europe Steel Group segments is a consistent area of focus for our Company and industry. Metal margin is a metric used by management to monitor the results of our vertically integrated organization. For our steel products, metal margin is the difference between the average selling price per ton of rebar, merchant and other steel products and the cost of ferrous scrap per ton utilized by our steel mills to produce these products. An increase or decrease in input costs can impact profitability of these products when there is no corresponding change in selling prices. The metal margin for our North America Steel Group and Europe Steel Group segments' downstream products is the difference between the average selling price per ton of fabricated rebar and steel fence post products and the scrap input costs to produce these products. The majority of our North America Steel Group and Europe Steel Group segments' downstream products selling prices per ton are fixed at the beginning of a project and these projects last one to two years on average. Because the selling price generally remains fixed over the life of a project, changes in input costs over the life of the project can significantly impact profitability.

Financial Results Overview

	Three Months Ended November 30,
(in thousands, except per share data)	2023		2022
Net sales	$	2,003,051	$	2,227,313
Net earnings	176,273		261,774
Diluted earnings per share	$	1.49	$	2.20

Net sales decreased $224.3 million, or 10%, for the three months ended November 30, 2023, compared to the corresponding period. See discussions below, labeled North America Steel Group, Europe Steel Group and Emerging Businesses Group within our Segment Operating Data section, for further information on our period-over-period net sales results.

During the three months ended November 30, 2023, we achieved net earnings of $176.3 million compared to net earnings of $261.8 million during the corresponding period. The change in net earnings in the three months ended November 30, 2023, compared to the corresponding period, was due to compression in steel products metal margins in both our North America Steel Group segment and Europe Steel Group segment, driven by decreases in steel products average selling prices, while the cost of ferrous scrap utilized per ton remained relatively flat. This change in net earnings also reflects $66.3 million of government assistance recognized in the Europe Steel Group segment during the three months ended November 30, 2023, compared to $9.5 million of government assistance recognized in the corresponding period.

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Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses increased $6.2 million during the three months ended November 30, 2023, compared to the corresponding period. Contributing to the period-over-period increase was $3.8 million of incremental SG&A expenses from the 2023 acquisitions in the three months ended November 30, 2023, compared to the expenses recorded during the corresponding period. Additionally, labor-related expenses increased $1.7 million during the three months ended November 30, 2023, compared to the corresponding period, and information technology expenses increased $1.5 million during the three months ended November 30, 2023, compared to the corresponding period. These increases were offset, in part, by a $4.2 million pension plan settlement charge in the corresponding period, with no such settlement charge in the three months ended November 30, 2023. All remaining fluctuations in SG&A expenses were individually immaterial.

Interest Expense

Interest expense decreased by $1.3 million during the three months ended November 30, 2023, compared to the corresponding period. A lower average balance of long-term debt outstanding during the first quarter of 2024 compared to the first quarter of 2023 drove a $4.7 million decrease in interest expense, partially offset by a $3.4 million reduction in capitalized interest during the three months ended November 30, 2023, compared to the corresponding period.

Income Taxes

The effective income tax rate for the three months ended November 30, 2023 was 21.6% compared to 22.7% in the corresponding period. The decrease is primarily due to a tax benefit driven by an international restructuring transaction during the three months ended November 30, 2023.

SEGMENT OPERATING DATA

The operational data by product category presented in the North America Steel Group and Europe Steel Group tables below is calculated using averages, and therefore, it is not meaningful to quantify the effect that any individual metric had on segment net sales or adjusted EBITDA. See Note 13, Segment Information, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information on our reportable segments.

North America Steel Group

	Three Months Ended November 30,
(in thousands, except per ton amounts)	2023		2022
Net sales from external customers	$	1,592,650	$	1,664,161
Adjusted EBITDA	266,820		349,787
External tons shipped
Raw materials	374		316
Rebar	522		461
Merchant bar and other	230		243
Steel products	752		704
Downstream products	346		382
Average selling price (per ton)
Raw materials	$	783	$	824
Steel products	892		1,020
Downstream products	1,389		1,399
Cost of ferrous scrap utilized per ton	$	343	$	325
Steel products metal margin per ton	549		695

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Net sales from external customers in our North America Steel Group segment decreased 4% during the three months ended November 30, 2023, compared to the corresponding period. The decrease primarily resulted from reduced average selling prices of 5% for raw materials and 13% for steel products during the three months ended November 30, 2023, compared to the corresponding period, resulting from increased import pressures in the U.S. In contrast, downstream product average selling prices remained flat. The overall reduction in net sales from external customers due to these changes in average selling prices was partially offset by year-over-year increased shipments of raw materials and steel products due to continued strong demand in our end-use markets, which outpaced year-over-year decreased shipments of downstream products.

During the three months ended November 30, 2023, we achieved adjusted EBITDA of $266.8 million compared to adjusted EBITDA of $349.8 million during the corresponding period. The decrease in adjusted EBITDA during the three months ended November 30, 2023 was primarily due to a 21% erosion of steel products metal margin per ton as compared to the corresponding period, while downstream products margin over scrap per ton remained relatively flat. The decrease in steel products metal margin per ton was mainly driven by the decreased steel products average selling prices mentioned above, as well as the slight increase in the cost of ferrous scrap utilized per ton.

Europe Steel Group

	Three Months Ended November 30,
(in thousands, except per ton amounts)	2023		2022
Net sales from external customers	$	225,175	$	386,503
Adjusted EBITDA	38,942		61,248
External tons shipped
Rebar	122		204
Merchant and other	221		269
Steel products	343		473
Average selling price (per ton)
Steel products	$	633	$	792
Cost of ferrous scrap utilized per ton	$	365	$	366
Steel products metal margin per ton	268		426

Net sales from external customers in our Europe Steel Group segment decreased $161.3 million, or 42%, during the three months ended November 30, 2023, compared to the corresponding period. The decrease was primarily due to a reduction in steel products average selling price per ton of 20% during the three months ended November 30, 2023, compared to the corresponding period, and a 27% decrease in steel products shipment volumes during the three months ended November 30, 2023, compared to the corresponding period. The reduced steel products average selling price and slowdown in demand compared to the corresponding period were driven by the indirect impacts of macroeconomic factors affecting the overall global business climate, such as inflation and rising interest rates, which resulted in consumer uncertainties and delayed construction starts across our end markets. During the first quarter of 2024, overall, the U.S. dollar weakened compared to the Polish zloty. Using actual results for the first quarter of 2024, measured at the comparable period's average currency rates, foreign currency translation would result in a decrease in net sales from external customers of approximately $25.7 million for the three months ended November 30, 2023.

Adjusted EBITDA for the three months ended November 30, 2023 decreased $22.3 million compared to the corresponding period. Steel products metal margin per ton decreased $158, or 37%, during the three months ended November 30, 2023, compared to the corresponding period, due to the sharp decline in steel products average selling prices described above, while the cost of ferrous scrap utilized per ton remained flat. Offsetting the impact of the decrease in steel products metal margin per ton, results during the first quarter of 2024 benefited from government assistance programs established to offset the rising costs of electricity and natural gas and the indirect costs of rising carbon emission rights included in energy costs. The government assistance recognized under the programs during the first quarter of 2024 was $66.3 million, compared to $9.5 million of government assistance recognized in the first quarter of 2023. Using actual results for the first quarter of 2024, measured at the comparable period's average currency rates, foreign currency translation would result in a decrease in adjusted EBITDA of approximately $4.9 million for the three months ended November 30, 2023.

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Emerging Businesses Group

	Three Months Ended November 30,
(in thousands)	2023		2022
Net sales from external customers	$	177,239	$	170,534
Adjusted EBITDA	30,862		31,427

Net sales from external customers in our Emerging Businesses Group segment increased $6.7 million, or 4%, for the three months ended November 30, 2023, compared to the corresponding period. The acquired CMC Anchoring Systems operations contributed to the year-over-year change by providing $12.7 million of net sales from external customers in the first quarter of 2024, with no such activity in the corresponding period. See Note 2, Changes in Business, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information on the acquisition of CMC Anchoring Systems. This increase was offset, in part, by a $5.8 million, or 7%, decrease in net sales from CMC Construction Services' operations, primarily due to the timing of significant precipitation in key markets, which delayed project starts during the three months ended November 30, 2023.

Adjusted EBITDA for the three months ended November 30, 2023 remained relatively flat compared to the corresponding period. The acquired CMC Anchoring Systems operations contributed $2.4 million of adjusted EBITDA during the first quarter of 2024, with no such activity in the corresponding period. This increase was offset by a $1.6 million decrease in adjusted EBITDA from CMC Construction Services' operations, which fluctuated in line with the decrease in net sales from external customers described above, and a $1.3 million decrease in adjusted EBITDA from the reduction in average selling prices of Galvabar® products, which decreased faster than the corresponding input costs.

Corporate and Other

	Three Months Ended November 30,
(in thousands)	2023		2022
Adjusted EBITDA loss	$	(30,987)	$	(39,726)

Corporate and Other reported an adjusted EBITDA loss of $31.0 million for the three months ended November 30, 2023 compared to an adjusted EBITDA loss of $39.7 million in the corresponding period. One contributing factor to the decrease in adjusted EBITDA loss was a $4.2 million pension plan settlement charge recorded during the three months ended November 30, 2022, with no such settlement charge in the three months ended November 30, 2023. Additionally, labor-related expenses decreased by $3.7 million during the three months ended November 30, 2023, compared to the corresponding period.

LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity and Capital Resources

Cash flows from operating activities are our principal sources of liquidity and result from sales of products offered by the vertically integrated operations in the North America Steel Group segment and the Europe Steel Group segment, products offered by our Emerging Businesses Group segment and related materials and services, as described in Part I, Item 1, Business, of our 2023 Form 10-K and Note 1, Nature of Operations and Accounting Policies, in Part I, Item 1, Financial Statements, of this Form 10-Q.

We have a diverse and generally stable customer base, and regularly maintain a substantial amount of accounts receivable. We actively monitor our accounts receivable and, based on market conditions and customers' financial condition, record allowances when we believe accounts are uncollectible. We use credit insurance internationally to mitigate the risk of customer insolvency. We estimate that the amount of credit-insured or financially assured receivables was approximately 13% of total trade receivables at November 30, 2023.

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 8, Derivatives, in Part I, Item 1, Financial Statements, of this Form 10-Q for further information.

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Table of Contents

The table below reflects our sources, facilities and availability of liquidity at November 30, 2023. See Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for additional information.

(in thousands)	Liquidity Sources and Facilities		Availability
Cash and cash equivalents	$	704,603	$	704,603
Notes due from 2030 to 2032	900,000		(1)
Revolver	600,000		599,057
Series 2022 Bonds, due 2047	145,060		—
Poland credit facilities	149,996		148,577
Poland accounts receivable facility	71,998		71,998

__________________________________

(1) We believe we have access to additional financing and refinancing, if needed, although we can make no assurances as to the form or terms of such financing.

We continually review our capital resources to determine whether we can meet our short and long-term goals. We anticipate our current cash balances, cash flows from operations and available sources of liquidity will be sufficient to maintain operations, make necessary capital expenditures, pay dividends and opportunistically repurchase shares for at least the next twelve months. Additionally, we expect our long-term liquidity position will be sufficient to meet our long-term liquidity needs with cash flows from operations and financing arrangements. However, in the event of changes in business conditions or other developments, including a sustained market deterioration, unanticipated regulatory developments, significant acquisitions, competitive pressures, or to the extent our liquidity needs prove to be greater than expected or cash generated from operations is less than anticipated, we may need additional liquidity. To the extent we elect to finance our long-term liquidity needs, we believe that the potential financing capital available to us in the future will be sufficient.

We estimate that our 2024 capital spending will range from $550 million to $600 million. We regularly assess our capital spending based on current and expected results and the amount is subject to change.

Our credit arrangements require compliance with certain non-financial and financial covenants, including an interest coverage ratio and a debt to capitalization ratio. At November 30, 2023, we believe we were in compliance with all covenants contained in our credit arrangements.

As of November 30, 2023 and August 31, 2023, we had 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.

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Table of Contents

Cash Flows

Operating Activities

Net cash flows from operating activities were $261.1 million and $372.4 million for the three months ended November 30, 2023 and 2022, respectively. Contributing to the change was a decrease in net earnings of $85.5 million year-over-year. Additionally, there was a $45.6 million year-over-year net decrease in cash provided by operating assets and liabilities. Cash provided by accounts receivable decreased by $59.4 million year-over-year, in line with the fluctuations in net sales from external customers described in the Segment Operating Data section, above. The cash provided by accounts receivable was offset, in part, by remaining fluctuations in cash used by inventory and accounts payable, accrued expenses and other payables year-over-year, which were primarily driven by the declining scrap price environment in the first quarter of 2023, compared to the minor fluctuations in working capital cash flows during a relatively stable scrap price environment in the first quarter of 2024.

Investing Activities

Net cash flows used by investing activities were $66.5 million and $195.6 million for the three months ended November 30, 2023 and 2022, respectively. The fluctuation in net cash flows used by investing activities was driven by a $63.7 million decrease in cash used by acquisitions during the three months ended November 30, 2023, compared to the corresponding period, along with a $66.1 million reduction of capital expenditures during the three months ended November 30, 2023, compared to the corresponding period. See Note 2, Changes in Business, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information about the acquisitions completed during the corresponding period.

Financing Activities

Net cash flows used by financing activities were $84.0 million and $273.8 million for the three months ended November 30, 2023 and 2022, respectively. The $189.8 million decrease in net cash flows used by financing activities during the three months ended November 30, 2023, compared to the corresponding period, included a $145.4 million decrease in repayments of long-term debt, a $20.7 million decrease in treasury stock acquired under the share repurchase program and a $17.8 million decrease in net proceeds from our Polish accounts receivable facility. See Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding our Polish accounts receivable facility and Note 11, Stockholders' Equity and Earnings per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information on the share repurchase program.

CONTRACTUAL OBLIGATIONS

Our material cash commitments from known contractual and other obligations primarily consist of obligations for long-term debt and related interest, leases for properties and equipment and purchase obligations as part of normal operations. See Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding scheduled maturities of our long-term debt. Interest payable on our long-term debt was $43.5 million due in the twelve months following November 30, 2023 and $377.4 million due thereafter. Additionally, we have a U.S. federal repatriation tax obligation resulting from the repatriation tax provisions of the Tax Cuts and Jobs Act ("TCJA"), of which $4.2 million was due in the twelve months following November 30, 2023 and $12.5 million due thereafter.

As of November 30, 2023, our undiscounted purchase obligations were approximately $740 million due in the next twelve months and $340 million due thereafter under purchase orders and "take or pay" arrangements. These purchase obligations include all enforceable, legally binding agreements to purchase goods or services that specify all significant terms, regardless of the duration of the agreement, and exclude agreements with variable terms for which we are unable to estimate the minimum amounts. The "take or pay" arrangements are multi-year commitments with minimum annual purchase requirements and are entered into primarily for purchases of commodities used in operations such as electrodes and natural gas.

Of the purchase obligations due within the twelve months following November 30, 2023, approximately 22% were for consumable production inputs, such as alloys, 20% were for capital expenditures in connection with normal business operations, 19% were for commodities and 15% were for the construction of our fourth micro mill. Of the purchase obligations due thereafter, 71% were for commodities and 6% were for the construction of our fourth micro mill. The remainder of the purchase obligations are for goods and services in the normal course of business.

Operating lease liabilities due in the twelve months following November 30, 2023 were approximately $35.5 million and $129.7 million due thereafter. Finance lease liabilities due in the twelve months following November 30, 2023 were approximately $30.0 million and $73.3 million due thereafter. Additionally, leases that have not yet commenced, primarily for vehicles, with aggregate fixed payments over their terms, were approximately $17.1 million, with $8.5 million to commence in 2024 and $8.6 million to commence in 2025.

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Other Commercial Commitments

We maintain stand-by letters of credit to provide support for certain transactions that governmental agencies, our insurance providers and suppliers require. At November 30, 2023, we had committed $41.7 million under these arrangements, of which $0.9 million reduced availability under the Revolver (as defined in Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q).

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 12, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information.

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 and organic growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, metal margins, the ability to operate our steel mills at full capacity, future availability and cost of supplies of raw materials and energy for our operations, growth rates in certain segments, product margins within our Emerging Businesses Group, share repurchases, legal proceedings, construction activity, international trade, the impact of the Russian invasion of Ukraine, capital expenditures, tax credits, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations, the expected capabilities and benefits of new facilities, the timeline for execution of our growth plan and our expectations or beliefs concerning future events. The statements in this report that are not historical statements, are forward-looking statements. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "future," "intends," "may," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases, as well as by discussions of strategy, plans or intentions.

Our forward-looking statements are based on management's expectations and beliefs as of the time this Form 10-Q was 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, among others, include 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 downstream contracts within our vertically integrated steel operations due to rising commodity pricing;

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

•the impact of the Russian invasion of Ukraine on the global economy, inflation, energy supplies and raw materials;

•increased attention to environmental, social and governance ("ESG") matters, including any targets or other ESG or environmental justice initiatives;

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•operating and startup risks, as well as market risks associated with the commissioning of new projects could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investments;

•impacts from global public health crises on the economy, demand for our products, global supply chain and on our operations;

•compliance with and changes in existing and future laws, regulations and other legal requirements and judicial decisions that govern our business, including increased environmental regulations associated with climate change and greenhouse gas emissions;

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

•evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors that may impact amounts accrued for environmental liabilities;

•potential limitations in our or our customers' abilities to access credit and non-compliance with their contractual obligations, including payment obligations;

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

•financial and non-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 realize any or all of the anticipated synergies or other benefits of acquisitions;

•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;

•the impact of goodwill or other indefinite-lived intangible asset impairment charges;

•the impact of long-lived asset impairment charges;

•currency fluctuations;

•global factors, such as trade measures, military conflicts and political uncertainties, including changes to current trade regulations, such as Section 232 trade tariffs and quotas, tax legislation and other regulations which might adversely impact our business;

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

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

•our ability to manage the transition to a new chief executive officer;

•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;

•our 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; and

•civil unrest, protests and riots.

Refer to the "Risk Factors" disclosed in the section entitled "Risk Factors" in Part I, Item 1A of our 2023 Form 10-K for specific information regarding additional risks that would cause actual results to differ from those expressed or implied by these forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause actual results, performance or our achievements, or industry results, to differ materially from historical results, any future results, or performance or achievements expressed or implied by such forward-looking

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statements. Accordingly, readers of this Form 10-Q are cautioned not to place undue reliance on any forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of November 30, 2023, the U.S. dollar equivalent of the Company's total gross foreign currency exchange contract commitments increased $63.5 million, or 29%, compared to August 31, 2023. This increase was primarily due to forward contracts denominated in Polish zloty with a U.S. dollar functional currency, which increased $41.2 million as of November 30, 2023, compared to August 31, 2023.

There were no other material changes to the information set forth in Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk, included in our 2023 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure 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 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.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended November 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

33

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For information regarding our legal proceedings, refer to Note 12, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q.

With respect to administrative or judicial proceedings arising under any federal, state or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment, we have determined that we will disclose any such proceeding to which a governmental authority is a party if we reasonably believe such proceeding could result in monetary sanctions, exclusive of interest and costs, of at least $1.0 million. We believe that this threshold is reasonably designed to result in disclosure of environmental proceedings that are material to our business or financial condition. Applying this threshold, there were no environmental matters to disclose for this period.

ITEM 1A. RISK FACTORS

There were no material changes to the risk factors previously disclosed in Part I, Item 1A, Risk Factors, of our 2023 Form 10-K.

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

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information about purchases of equity securities registered by the Company pursuant to Section 12 of the Exchange Act made by the Company or any affiliated purchasers during the quarter ended November 30, 2023.

Issuer Purchases of Equity Securities(1)
Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs as of the End of Period
September 1, 2023 - September 30, 2023	110,000	$	52.96	110,000	$	80,897,040
October 1, 2023 - October 31, 2023	210,752	43.36		210,752	71,758,832
November 1, 2023 - November 30, 2023	300,891	44.68		300,891	58,313,809
	621,643			621,643

__________________________________

(1) On October 13, 2021, the Company announced that the Board of Directors authorized a share repurchase program under which the Company may repurchase up to $350.0 million of the Company's outstanding common stock. The share repurchase program does not require the Company to purchase any dollar amount or number of shares of CMC common stock and may be modified, suspended, extended or terminated by the Company at any time without prior notice. See Note 11, Stockholders' Equity and Earnings per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information on the share repurchase program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

34

ITEM 5. OTHER INFORMATION

During the three months ended November 30, 2023, none of the Company’s directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, certain long-term debt instruments are omitted because the total amount of securities authorized thereunder does not exceed 10% of the total assets of CMC and its subsidiaries on a consolidated basis. The Company agrees to furnish copies of such instruments to the SEC upon its request.

2.1†	Agreement and Plan of Merger, dated as of December 3, 2021, by and among Commercial Metals Company, Tahoe Merger Sub Inc., TAC Acquisition Corp. and Castle Harlan Inc. (filed as Exhibit 2.1 to Commercial Metals Company's Current Report on Form 8-K filed December 7, 2021 and incorporated herein by reference).
3.1(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	Amended and Restated Bylaws (filed as Exhibit 3.1 to Commercial Metals Company's Current Report on Form 8-K dated June 21, 2022 and incorporated herein by reference).
10.1	Amended and Restated Terms and Conditions of Employment dated as of October 13, 2023 between Commercial Metals Company and Paul Lawrence (filed as Exhibit 10.1 to Commercial Metals Company’s Current Report on Form 8-K dated October 13, 2023 and incorporated herein by reference).
10.2	Amended and Restated Terms and Conditions of Employment dated as of October 13, 2023 between Commercial Metals Company and Ty Garrison (filed as Exhibit 10.2 to Commercial Metals Company’s Current Report on Form 8-K dated October 13, 2023 and incorporated herein by reference).
10.3	Amended and Restated Terms and Conditions of Employment dated as of October 13, 2023 between Commercial Metals Company and Jody Absher (filed as Exhibit 10.3 to Commercial Metals Company’s Current Report on Form 8-K dated October 13, 2023 and incorporated herein by reference).
10.4	Amended and Restated Terms and Conditions of Employment dated as of October 13, 2023 between Commercial Metals Company and Jennifer Durbin (filed as Exhibit 10.4 to Commercial Metals Company’s Current Report on Form 8-K dated October 13, 2023 and incorporated herein by reference).
10.5	Amended and Restated Terms and Conditions of Employment dated as of October 10, 2023 between Commercial Metals Company and Steve Simpson (filed herewith).
31.1	Certification of Peter R. Matt, 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, Senior 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 Peter R. Matt, 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).

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32.2	Certification of Paul J. Lawrence, Senior Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished 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 (formatted as Inline XBRL document and included in Exhibit 101).

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5), and the Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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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
January 8, 2024	/s/ Paul J. Lawrence
	Paul J. Lawrence
	Senior Vice President and Chief Financial Officer
	(Duly authorized officer and principal financial officer of the registrant)

37

EX-10.1

1 AMENDED AND RESTATED TERMS AND CONDITIONS OF EMPLOYMENT These Amended and Restated Terms and Conditions of Employment (the “Agreement”) are entered into and effective as of this 10th day of October, 2023 (“Effective Date”) by and between COMMERCIAL METALS COMPANY, a Delaware corporation (the “Employer” or the “Company”) and STEVE SIMPSON (the “Executive”). The Employer and Executive are collectively referred to as the “Parties,” and individually as a “Party.” This Agreement amends, restates and supersedes that certain Terms and Conditions of Stock Award, Employment and Separation by and between the Company and Executive dated August 26, 2019 (the “Prior Agreement”) in its entirety. RECITALS: WHEREAS, the Employer and Executive are parties to the Prior Agreement, pursuant to which Executive is currently employed by the Company; WHEREAS, as a condition to eligibility for receiving stock awards, to set terms of their employment relationship, and to protect the good will and confidential business information of the Company, the Executive and the Company desire to amend and restate the Prior Agreement in the form of this Agreement on the terms stated herein; and WHEREAS, Executive desires to be employed by Employer as its Senior Vice President North American Steel Group pursuant to all of the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows: 1. PURPOSE. The purpose of this Agreement is to formalize the terms and conditions of Executive's employment with Employer as Senior Vice President North American Steel Group. This Agreement may only be amended by a writing signed by both Parties. 2. DEFINITIONS. For the purposes of this Agreement, the following words and terms shall have the following meanings: a. “AFFILIATE” or “AFFILIATES” shall mean any corporation, partnership, joint venture, association, unincorporated organization or any other legal entity that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Employer. b. “CAUSE” shall mean (i) Executive’s commission of theft, embezzlement, fraud, financial impropriety, any other act of dishonesty relating to his employment with the Company, or any willful violation of Company policies (including the Company’s ethics policies) or lawful directives of the Company, or any law, rules, or regulations applicable to the Company, including, but not limited to, those established by the Securities and Exchange Commission, or any self-regulatory organization having jurisdiction or authority over Executive or the Company or any willful failure by Executive to inform the Company of any violation of any law, rule or regulation by the Company or one of its direct or indirect subsidiaries, provided, however, that Cause shall not include any act or omission of Executive that the Executive reasonably believes is not a violation of any such policies, directives, law, rules or regulations based on the advice of legal counsel for the Company; (ii) Executive’s willful commission of acts that would support the finding of a felony or any lesser crime

2 having as its predicate element fraud, dishonesty, misappropriation, or moral turpitude; (iii} Executive’s failure to perform his duties and obligations under this Agreement (other than during any period of disability} which failure to perform is not remedied within thirty (30) days after written notice thereof to the Executive by the Chief Executive Officer of the Company; or (iv) Executive’s commission of an act or acts in the performance of his duties under this Agreement amounting to gross negligence or willful misconduct, including, but not limited to, any breach of Section 8 of this Agreement. c. CONFIDENTIAL INFORMATION. During the course of his employment, Executive will receive Confidential Information of the Company. Confidential Information means information (1) disclosed to or known by Executive as a consequence of or through his employment with Employer or Affiliate; and (2) which relates to any aspect of Employer’s or Affiliate’s business, research, or development. “Confidential Information” includes, but is not limited to, Employer’s and Affiliate’s trade secrets, proprietary information, business plans, marketing plans, financial information, employee performance, compensation and benefit information, cost and pricing information, identity and information pertaining to customers, suppliers and vendors, and their purchasing history with Employer, any business or technical information, design, process, procedure, formula, improvement, or any portion or phase thereof, that is owned by or has, at the time of termination, been used by the Employer, any information related to the development of products and production processes, any information concerning proposed new products and production processes, any information concerning marketing processes, market feasibility studies, cost data, profit plans, capital plans and proposed or existing marketing techniques or plans, financial information, including, without limitation, information set forth in internal records, files and ledgers, or incorporated in profit and loss statements, fiscal reports, business plans or other financial or business reports, and information provided to Employer or Affiliate by a third party under restrictions against disclosure or use by Employer or others. d. “CONFLICT OF INTEREST” means any situation in which the Executive has two or more duties or interests that are mutually incompatible and may tend to conflict with the proper and impartial discharge of the Executive’s duties, responsibilities or obligations to Employer, including but not limited to those described in Employer’s Code of Conduct (the “Code”) that Executive has either not disclosed to Employer or has disclosed and not been granted a waiver by the Audit Committee of the Board of Directors of Employer under the provisions of such Code. e. “GOOD REASON” shall mean (i) the occurrence, without Executive’s written consent, of a breach of any material provision of this Agreement by Employer; or (ii) a significant reduction in the authorities, duties, responsibilities, compensation and/or title of Executive as set forth in this Agreement. Executive shall give Employer written notice within the guidelines of Section 409A of the Internal Revenue Code of 1986, as amended (the “IRC”) of an intent to terminate this Agreement for “Good Reason” as defined in this Agreement, and (except as set forth above) provide Employer with thirty (30) business days after receipt of such written notice from Executive to remedy the alleged Good Reason. 3. DURATION. This Agreement shall, unless terminated as hereinafter provided, continue in effect through the first anniversary of the Effective Date. Unless Executive or Employer gives written notice of his or its intent not to renew this Agreement no later than thirty (30) days prior to its expiration, this Agreement shall automatically continue in effect for successive additional one (1) year terms subject to all other terms and conditions contained herein.

3 4. DUTIES AND RESPONSIBILITIES. During the term of this Agreement, Executive shall diligently render services to Employer as Senior Vice President North American Steel Group in accordance with Employer’s directives, and shall use his best efforts and good faith in accomplishing such directives. Executive shall report to the President and Chief Executive Officer of the Company. Executive agrees to devote his full-time efforts, abilities, and attention (defined to mean not normally less than forty (40) hours/week) to the business of Employer, and shall not engage in any activities which will interfere with such efforts. 5. COMPENSATION AND BENEFITS. In return for the services to be provided by Executive pursuant to this Agreement, Employer agrees to pay Executive as follows: a. SALARY. Executive shall receive an annual base salary of not less than $490,000 ($18,846.15 bi-weekly), less applicable taxes and withholdings, during the term of this Agreement. This salary may be increased at the sole discretion of Employer, and may not be decreased without Executive's written consent. Notwithstanding the foregoing, the Executive may voluntarily decrease his salary at any time. b. BONUS. Executive shall be eligible to receive a bonus (the “Bonus”) for each fiscal year of Employer ending August 31 during the term of this Agreement (subject to pro­ ration for any partial fiscal year of employment) pursuant to Employer’s 2013 Cash Incentive Plan, as amended from time to time, Employer’s discretionary incentive plan, and any other short or long-term incentive plans as may be applicable to executives of similar level in the Company. The amount of any annual or long-term bonus shall be determined by, and in the sole discretion of, Employer’s Board of Directors. The Bonus, if any, shall be paid in a lump sum, as soon as practicable following the end of the Employer’s fiscal year to which the Bonus relates, but in no event later than November 30 following the end of such fiscal year. c. PAYMENT AND REIMBURSEMENT OF EXPENSES. Employer shall pay or reimburse the Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the policies and procedures of Employer. d. INSURANCE, FRINGE BENEFITS AND PERQUISITES. Executive shall be entitled to participate in or receive insurance and any other benefits under any plan or arrangement generally made available to the employees or executive officers of Employer, including short and long- term plans for grants of equity, short and long-term bonus and incentive plans, health and welfare benefit plans, life insurance coverage, disability insurance, and hospital, surgical, medical, and dental benefits for Executive and his qualified dependents, (to the extent Executive elects to participate in such coverage where optional), and fringe benefit plans or arrangements, all subject to and on a basis consistent with the terms, conditions, and overall administration by Employer of such plans and arrangements. e. VACATION. ln accordance with the policies of Employer, Executive shall be entitled to the number of paid vacation days in each employment year determined by Employer from time to time for its employees generally, but not fewer than twenty (20) business days in any employment year (prorated based on start date of employment in any year in which Executive is employed hereunder for less than the entire year in accordance with the number of days in such year during which Executive is so employed). f. EXECUTIVE EMPLOYEE CONTINUITY AGREEMENT. Executive and

4 Employer are party to a separate agreement known as the Executive Employee Continuity Agreement (the “EECA”). The EECA remains in effect and is not superseded by this Agreement. Except as to restrictive covenants, to the extent that there are conflicts between this Agreement and the EECA, terms of the EECA shall control. As to restrictive covenants, terms of this Agreement shall control over any conflict in terms. 6. TERMINATION. Executive’s employment with Employer is “at-will”, meaning that either Party may terminate this Agreement and the employment relationship at any time, with or without Cause, or Good Reason. Any termination of Executive’s employment pursuant to this Agreement will also serve as termination of any and all offices, positions and directorships held by Executive with the Company and any of its subsidiaries and affiliates. Executive’s employment will terminate upon his death, or if he is unable to perform the functions of his position with reasonable accommodation for four (4) consecutive months, or for a total of six (6) months during any twelve (12) month period. Employer may terminate Executive’s employment at any time without notice for Cause (in accordance with the provisions of Section 2(b) herein), or, following fourteen (14) days written notice to Executive, without Cause. a. Executive may terminate his employment upon ninety (90) days written notice to Employer. In the event Executive terminates his employment in this manner, he shall remain in Employer’s employ subject to all terms and conditions of this Agreement for the entire ninety (90) day period, performing such duties to which Executive may be directed by the Company. b. Executive may terminate this Agreement for Good Reason in accordance with the provisions of Section 2(e) herein. 7. SEVERANCE. Except in the event of a Qualified Termination within twenty-four (24) months following a Change in Control, as both are defined in the EECA, and which are governed exclusively by the EECA (for clarity, in such instance, Executive shall not be entitled to any severance under this Agreement), Executive shall be entitled to the following compensation, in addition to any accrued but unpaid salary, in the event that this Agreement and his employment are terminated under the following conditions, which are the exclusive compensation and remedies for termination of this Agreement and the employment relationship: a. TERMINATION RESULTING FROM DEATH OR DISABILITY. Subject to the provisions of Section 7(d) below, in the event Executive’s employment is terminated as a result of his death or disability, Executive or his estate shall be entitled to (i) such life insurance or disability benefits as Executive may be entitled to pursuant to any life or disability insurance then maintained by the Employer for the benefit of its employees and executive officers; (ii) a pro­ rata share of the Bonus in an amount as determined by Employer’s Board of Directors in their sole discretion, payable no later than November 30 following the end of Employer’s fiscal year during which such termination occurs; (iii) pursuant to the terms and conditions of the Employer’s 2013 Cash Incentive Plan, as amended from time to time, payment, at such time as all other participants in that plan receive payment, of any cash incentive attributable to periods during which Executive was employed; (iv) to the extent permitted by the terms and conditions of Employer’s 2013 Long­ Term Equity Incentive Plan, as amended from time to time, or other applicable equity incentive plan(s) and to the extent authorized by the terms of each of Executive’s outstanding award or grant agreements entered into pursuant to such plan(s), immediate vesting of all stock appreciation rights, restricted stock, and/or stock options previously awarded Executive; and (v) to the extent permitted by the terms and conditions of the CMC Retirement Plan, as amended from time to time, and 2005 Benefit Restoration Plan, as amended from time to time, maintained by the Employer, crediting of any Employer contribution to

5 the Executive’s account attributable to the plan year during which termination occurs and accelerated full vesting of any previously unvested Employer contributions to the Executive’s account in such plans. Except as otherwise provided by this Section 7(a) or Section 7(d) below, any amount payable pursuant to this Section 7(a) shall be paid on the 60th day following Executive's termination due to Executive's death or disability. b. TERMINATION WITHOUT CAUSE BY EMPLOYER, NON- RENEWAL BY EMPLOYER, OR FOR GOOD REASON BY EXECUTIVE. Except in the event of a Constructive Termination related to a Change of Control (as both terms are defined in the EECA between the parties), in the event Executive’s employment is terminated without Cause by the Employer, or for Good Reason by the Executive, or the Employer elects not to renew the Agreement pursuant to Section 3 either at the end of the initial term or any successive one-year extension, subject to Executive’s execution of a general release agreement in favor of Employer releasing all pending or potential claims, Executive shall be entitled to: (i) an amount equal to two times the Executive’s then- current annual base salary and (ii) the benefits described above in Section 7(a)(v). If Executive elects not to renew this Agreement, except for Good Reason, then he shall be entitled only to any accrued but unpaid salary through the date of such termination. Except as otherwise provided by Section 7(d) below, any amount payable pursuant to this Section 7(b) shall be paid on the 60th day following Executive’s termination. c. TERMINATION FOR CAUSE. In the event Executive’s employment is terminated for Cause by Employer or without Good Reason by Executive, the Executive shall only be entitled to accrued but unpaid salary through the date of his termination and will not be entitled to any additional compensation or benefits except as expressly required by applicable law concerning compensation and benefits upon termination of employment. d. DELAY OF SEVERANCE PAYMENTS. To the extent that any post- termination payments to which Executive becomes entitled under this Agreement constitute deferred compensation subject to Section 409A of the Internal Revenue Code (IRC), and Executive is deemed at the time of such termination to be a “specified employee” under said Section 409A, then such payment will not be made or commence until the earliest of (i) the expiration of the six months period measured from the date of Executive's “separation from service” and (ii) the date of Executive’s death following such “separation from service”. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or installments) in the absence of this Section 7(d) will be paid to Executive or Executive’s beneficiary in one lump sum. 8. NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY. Employer and Executive acknowledge and agree that while Executive is employed pursuant to this Agreement, he will be provided access to Confidential Information of Employer and its Affiliates, will be provided with specialized training on how to perform his duties, and will be provided contact with Employer’s and Affiliates’ customers and potential customers throughout the world. Executive further recognizes and agrees that (a) Employer and its Affiliates have devoted a considerable amount of time, effort, and expense to develop its Confidential Information, training,

6 and business goodwill, all of which are valuable assets to the Employer; (b) that Executive will have broad responsibilities regarding the management and operation of Employer’s and Affiliates’ world- wide operations, as well as its marketing and finances, its existing and future business plans, customers and technology; and (c) disclosure or use of Employer’s or Affiliates’ Confidential Information and additional information described herein to which Executive will have access, would cause irreparable harm to the Employer. Therefore, in consideration of all of the foregoing, Employer and Executive agree as follows: a. NON-COMPETITION DURING AND AFTER EMPLOYMENT. As stated in Section 2(c) herein, Executive will receive Confidential Information by virtue of his employment in an executive capacity with the Company. Accordingly, Executive agrees that during the term of his employment for the Company and for a period of eighteen (18) months after termination of his employment for any reason, he will not compete with Employer or Affiliates in any location in the world in which Employer or Affiliates have operations as of the date of Executive’s termination, 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 Employer or any of its Affiliates provided during Executive’s employment or planned to provide during Executive’s employment and of which Executive 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 Employer or Affiliates during Executive’s employment, or that were planned to be provided during Executive’s employment and of which Executive had knowledge, responsibility or authority. Additionally, during this period, Executive 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 Agreement are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company. b. CONFLICTS OF INTEREST. Executive agrees that for the duration of Executive’s employment, he will not engage, either directly or indirectly, in any Conflict of Interest, and that Executive will promptly inform the General Counsel as to each offer received by Executive to engage in any such activity. Executive further agrees to disclose to Employer any other facts of which Executive becomes aware which might involve or give rise to a Conflict of Interest or potential Conflict of Interest. c. NON-SOLICITATION OF CUSTOMERS AND EMPLOYEES. Executive further agrees that for a period of two (2) years after the termination of his employment for any reason he will not either directly or indirectly, on his own behalf or on behalf of others (i) solicit or accept any business from any customer or supplier or prospective customer or supplier with whom Executive personally dealt or solicited or had contact with at any time during Executive’s employment, (ii) solicit, recruit or otherwise attempt to hire, or personally cause to hire any of the then current employees or consultants of Employer or any of its Affiliates, or who were former employees or consultants of Employer or any of its Affiliates during the preceding twelve months, to work or perform services for Executive or for any other entity, firm, corporation, or individual; or (iii) solicit or attempt to influence any of Employer’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 Employer or Affiliates during

7 Executive’s employment (or that were planned to be provided during Executive's employment) from any business that offers or performs services or products substantially similar to the services or products provided by Employer or Affiliates. d. NON-DISCLOSURE OR USE OF CONFIDENTIAL INFORMATION. (i) Executive further agrees that during the term of his employment and thereafter he will not, except as Employer may otherwise consent or direct in writing, reveal or disclose, sell, use, lecture upon, publish, or otherwise disclose to any third party any Confidential Information or proprietary information of Employer or Affiliates, or authorize anyone else to do these things at any time either during or subsequent to his employment with Employer. If Executive becomes legally compelled by deposition, subpoena or other court or governmental action to disclose any Confidential Information, then the Executive shall give Employer prompt notice to that effect, and will cooperate with Employer if Employer seeks to obtain a protective order concerning the Confidential Information. Executive will disclose only such Confidential Information as his counsel shall advise is legally required. (ii) Executive agrees to deliver to Employer, at any time Employer may request, all documents, memoranda, notes, plans, records, reports, and other documentation, models, components, devices, or computer software, whether embodied in electronic format on a computer hard drive, disk or in other form (and all copies of all of the foregoing), relating to the businesses, operations or affairs of Employer or any Affiliates and any other Confidential Information that Executive may then possess or have under his control. (iii) This section shall continue in full force and effect after termination of Executive’s employment and after the termination of this Agreement for any reason, including expiration of this Agreement. Executive’s obligations under this section of this Agreement with respect to any specific Confidential Information and proprietary information shall cease when that specific portion of Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately and without breach by Executive of his obligations under this Agreement. It is understood that such Confidential Information and proprietary information of Employer and Affiliates includes matters that Executive conceives or develops during his employment, as well as matters Executive learns from other employees of Employer or Affiliates. (iv) Notwithstanding any other provision of this Agreement, Executive may disclose Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having authority over Executive or the business of the Company or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information. Executive and the Company agree that nothing in this Agreement (or any other agreement with the Company) is intended to interfere with Executive’s right to (i) report possible violations of federal, state or local law or regulation to any governmental agency or entity charged with the enforcement of any such laws (such as the Securities Exchange Commission), (ii) make other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation, (iii) file a claim or charge with any state human rights commission or any other government agency or entity, or (iv) testify, assist or participate in an investigation, hearing or proceeding conducted by any state human rights commission or any other government or law enforcement agency, entity or court. In making or initiating any such reports or disclosures, Executive need not seek the Company’s prior authorization and is not required to notify the Company of any such reports or disclosures.

8 (v) Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official, either directly or indirectly or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. e. Survival of Restrictive Covenants. All restrictive covenants herein shall survive termination of this Agreement and Executive’s employment, regardless of reason, including expiration of the Agreement by passage of time and non-renewal. 9. REMEDIES. Executive acknowledges that the restrictions contained in Section 8, in view of the nature of the Employer and its Affiliates’ global business and Executive’s global position with the Employer, are reasonable and necessary to protect the Employer and Affiliates’ legitimate business interests, including its Confidential Information, training and business goodwill, and that any violation of this Agreement would result in irreparable injury to the Employer. In the event of a breach by the Executive of any provision of Section 8, the Employer shall be entitled, in addition to any other remedies that may be available, to a temporary restraining order and injunctive relief restraining the Executive from the commission of any breach without the necessity of proving irreparable harm or posting of a bond, and to recover the Employer’s attorneys’ fees, costs and expenses related to the breach and any such action to enforce the provisions of Section 8. The existence of any claim or cause of action by Executive against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of the restrictive covenants contained in Section 8. 10. REFORMATION. The Executive and the Employer agree that all of the covenants contained in Section 8 shall survive the termination of Executive’s employment and/or termination or expiration of this Agreement, and agree further that in the event any of the covenants contained in Section 8 shall be 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(s) and/or other provisions of Section 8 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 Employer may consider such covenant(s) and/or provisions of Section 8 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. 11. TOLLING. If the Executive violates any of the restrictions contained in this agreement, the restrictive period will be continued and enlarged for such length of time as the Employee is in violation of the restrictive covenant. 12. NOTICE TO FUTURE EMPLOYERS. If Executive, in the future, seeks or is offered employment, or any other position or capacity with another company or entity, the Executive agrees to inform each new employer or entity, before accepting employment, of the existence of the restrictions in Section 8. Further, before taking any employment position with any company or entity during the 18-month period described in Section 8, the Executive agrees to give prior written notice to the Employer, including

9 the name of such company or entity and confirming in that notice that he has provided a copy of Section 8 to such new employer or entity. 13. INVENTIONS. a. Executive acknowledges that during the term of this Agreement, Executive may be involved in (1) the conception or making of improvements, discoveries, or inventions (whether or not patentable and whether or not reduced to practice), (2) the production of original works of authorship (whether or not registrable under copyright or similar statutes) or (3) the development of trade secrets relating to Employer’s or any of its Affiliates’ business. Executive acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of his employment, and which are protectable by copyright, are “works made for hire,” pursuant to the United States Copyright Act (17 U.S.C., Section 101) and are consequently owned by the Employer or any of its Affiliates. Executive further acknowledges that all improvements, discoveries, inventions, trade secrets or other form of intellectual property is the exclusive property of Employer or any of its Affiliates. b. Executive hereby waives any rights he may have in or to such intellectual property, and Executive hereby assigns to Employer or any of its Affiliates all right, title and interest in and to such intellectual property. At Employer’s or any of its Affiliates’ request and at no expense to Executive, Executive shall execute and deliver all such papers, including any assignment documents, and shall provide such cooperation as may be necessary or desirable, or as Employer or any of its Affiliates may reasonably request, to enable Employer or any of its Affiliates to secure and exercise its rights to such intellectual property. 14. RETURN OF PROPERTY. All lists, records, designs, patents, plans, manuals, memoranda and other property delivered to the Executive by or on behalf of Employer or any of its Affiliates or by any of their clients or customers, and all records and emails compiled by the Executive that pertain to the business of the Employer or any of its Affiliates (whether or not confidential) shall be and remain the property of the Employer and be subject at all times to its discretion and control. Likewise, all correspondence and emails with clients, customers or representatives, reports, research, records, charts, advertising materials, and any data collected by the Executive, or by or on behalf of the Employer or any of its Affiliates or its representatives (whether or not confidential) shall be delivered promptly to the Employer without request by it upon termination of Executive’s employment. 15. ASSIGNMENT. This Agreement may be assigned by Employer, but cannot be assigned by Executive. 16. BINDING AGREEMENT. Executive understands that his obligations under this Agreement are binding upon Executive's heirs, successors, personal representatives, and legal representatives. 17. EXECUTIVE'S REPRESENTATIONS. Executive represents that his acceptance of employment with Employer (a) will not result in a breach of any of Executive’s obligations and agreements with any current or former employer, partnership or other person and (b) would not otherwise result in any liability to Employer or any of its Affiliates. In addition, Executive represents to Employer that he is not a party or subject to (i) any restrictive covenants, including without limitation, relating to competition, solicitation or confidentiality (other than general obligations to maintain confidentiality) that precludes or would materially interfere with his employment with Employer as contemplated by, and as of the date of, this Agreement, and/or (ii) any agreement with any other employer, partnership or other person that in any way materially compromises, limits or restricts Executive's ability to perform his duties for Employer as contemplated by, and as of the date of, this Agreement.

10 18. NOTICES. All notices pursuant to this Agreement shall be in writing and sent certified mail, return receipt requested, addressed as follows: Executive: Employer: Steve Simpson Commercial Metals Company [***] Attention: Chief Legal Officer [***] 6565 North MacArthur Blvd., Suite 800 Irving, Texas 75039 19. WAIVER. No waiver by either Party to this Agreement of any right to enforce any term or condition of this Agreement, or of any breach hereof, shall be deemed a waiver of such right in the future or of any other right or remedy available under this Agreement. 20. SEVERABILITY. Subject to the provisions of Section 10 herein, if any provision of this Agreement is determined to be void, invalid, unenforceable, or against public policy, such provisions shall be deemed severable from the Agreement, and the remaining provisions of the Agreement will remain unaffected and in full force and effect. Furthermore, any breach by Employer of any provision of this Agreement shall not excuse Executive's compliance with the requirements of Section 10. 21. ENTIRE AGREEMENT AND UNDERSTANDING. The terms and provisions contained herein shall constitute the entire agreement between the Parties with respect to Executive’s employment with Employer during the time period covered by this Agreement. The Parties represent and warrant that they have read and understood each and every provision of this Agreement, and that they are free to obtain advice from legal counsel of choice, if necessary and desired, in order to interpret any and all provisions of this Agreement, and that both Parties have voluntarily entered into this Agreement. 22. EFFECTIVE DATE. It is understood that this Agreement shall be effective as of the Effective Date and that the terms of this Agreement shall remain in full force and effect both during Executive's employment and where applicable thereafter. 23. GOVERNING LAW; RESOLUTION OF DISPUTES; WAIVER OF JURY TRIAL. This Agreement shall, at the choice of the Employer, be construed according to the laws of the State of Texas. All disputes relating to the interpretation and enforcement of the provisions of this Agreement shall, be resolved and determined exclusively by the federal or state courts in Dallas County, Texas. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, AND EXECUTIVE’S EMPLOYMENT AND COMPENSATION, OR TERMINATION THEREFROM. [Signature Page to Follow]

11 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. EXECUTIVE EMPLOYER COMMERCIAL METALS COMPANY /s/ Steve Simpson Steve Simpson By: /s/ Peter Matt Peter Matt President and Chief Executive Officer

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Peter R. Matt, 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: January 8, 2024

/s/ Peter R. Matt

Peter R. Matt

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: January 8, 2024

/s/ Paul J. Lawrence

Paul J. Lawrence

Senior 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 November 30, 2023 (the “Report”), I, Peter R. Matt, 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/ Peter R. Matt

Peter R. Matt

President and Chief Executive Officer

Date: January 8, 2024

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 November 30, 2023 (the “Report”), I, Paul J. Lawrence, Senior 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

Senior Vice President and Chief Financial Officer

Date: January 8, 2024

XML

Cover Page - shares	3 Months Ended
	Nov. 30, 2023	Jan. 05, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Nov. 30, 2023
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		116,387,828
Entity Central Index Key	0000022444
Amendment Flag	false
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--08-31
Document Fiscal Period Focus	Q1

XML

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Income Statement [Abstract]
Net sales	$ 2,003,051	$ 2,227,313
Costs and operating expenses:
Cost of goods sold	1,604,068	1,719,414
Selling, general and administrative expenses	162,532	156,355
Interest expense	11,756	13,045
Net costs and operating expenses	1,778,356	1,888,814
Earnings before income taxes	224,695	338,499
Income taxes	48,422	76,725
Net earnings	$ 176,273	$ 261,774
Earnings per share:
Basic (in USD per share)	$ 1.51	$ 2.23
Diluted (in USD per share)	$ 1.49	$ 2.20
Average basic shares outstanding (shares)	116,771,939	117,273,743
Average diluted shares outstanding (shares)	118,354,913	118,925,442

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Statement of Comprehensive Income [Abstract]
Net earnings	$ 176,273	$ 261,774
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	23,493	41,429
Derivatives:
Net unrealized holding gain (loss)	(42,945)	68,045
Reclassification for realized gain	(1,499)	(6,970)
Net unrealized gain (loss) on derivatives	(44,444)	61,075
Defined benefit plans gain (loss) after amortization of prior service costs	(9)	1,758
Total other comprehensive income (loss), net of income taxes	(20,960)	104,262
Comprehensive income	$ 155,313	$ 366,036

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Nov. 30, 2023	Aug. 31, 2023
Current assets:
Cash and cash equivalents	$ 704,603	$ 592,332
Accounts receivable (less allowance for doubtful accounts of $4,408 and $4,135)	1,216,352	1,240,217
Inventories, net	1,028,686	1,035,582
Prepaid and other current assets	294,186	276,024
Total current assets	3,243,827	3,144,155
Property, plant and equipment, net	2,423,684	2,409,360
Intangible assets, net	252,299	259,161
Goodwill	382,688	385,821
Other noncurrent assets	392,671	440,597
Total assets	6,695,169	6,639,094
Current liabilities:
Accounts payable	343,831	364,390
Accrued expenses and other payables	409,126	438,811
Current maturities of long-term debt and short-term borrowings	33,998	40,513
Total current liabilities	786,955	843,714
Deferred income taxes	317,518	306,801
Other noncurrent liabilities	240,247	253,181
Long-term debt	1,120,472	1,114,284
Total liabilities	2,465,192	2,517,980
Commitments and contingencies (Note 12)
Stockholders' equity:
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 116,708,224 and 116,515,427 shares	1,290	1,290
Additional paid-in capital	377,533	394,672
Accumulated other comprehensive loss	(24,738)	(3,778)
Retained earnings	4,254,787	4,097,262
Less treasury stock 12,352,440 and 12,545,237 shares at cost	(379,136)	(368,573)
Stockholders' equity	4,229,736	4,120,873
Stockholders' equity attributable to non-controlling interests	241	241
Total stockholders' equity	4,229,977	4,121,114
Total liabilities and stockholders' equity	$ 6,695,169	$ 6,639,094

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands	Nov. 30, 2023	Aug. 31, 2023
Statement of Financial Position [Abstract]
Accounts Receivable, Allowance for Credit Loss, Current	$ 4,408	$ 4,135
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares, issued (in shares)	129,060,664	129,060,664
Common stock, shares, outstanding (in shares)	116,708,224	116,515,427
Treasury stock (in shares)	12,352,440	12,545,237

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Cash flows from (used by) operating activities:
Net earnings	$ 176,273	$ 261,774
Adjustments to reconcile net earnings to cash flows from operating activities:
Depreciation and amortization	69,186	51,183
Stock-based compensation	8,059	16,675
Deferred income taxes and other long-term taxes	21,343	16,744
Write-down of inventory	10,655	4,527
Other	1,102	1,440
Changes in operating assets and liabilities, net of acquisitions	(25,558)	20,027
Net cash flows from operating activities	261,060	372,370
Cash flows from (used by) investing activities:
Capital expenditures	(66,991)	(133,052)
Acquisitions, net of cash acquired	0	(63,745)
Other	518	1,247
Net cash flows used by investing activities	(66,473)	(195,550)
Cash flows from (used by) financing activities:
Repayments of long-term debt	(9,276)	(154,631)
Debt issuance costs	0	(1,800)
Debt extinguishment costs	0	(69)
Proceeds from accounts receivable facilities	9,421	49
Repayments under accounts receivable facilities	(17,471)	(25,914)
Treasury stock acquired	(28,408)	(49,149)
Tax withholdings related to share settlements, net of purchase plans	(19,535)	(23,513)
Dividends	(18,748)	(18,787)
Net cash flows used by financing activities	(84,017)	(273,814)
Effect of exchange rate changes on cash	819	5,139
Increase (decrease) in cash, restricted cash and cash equivalents	111,389	(91,855)
Cash, restricted cash and cash equivalents at beginning of period	595,717	679,243
Cash, restricted cash and cash equivalents at end of period	707,106	587,388
Supplemental information:
Cash paid for income taxes	1,398	15,694
Cash paid for interest	10,888	22,201
Noncash activities:
Liabilities related to additions of property, plant and equipment	17,828	47,429
Right of use assets obtained in exchange for operating leases	9,197	16,492
Right of use assets obtained in exchange for finance leases	16,978	10,104
Cash and cash equivalents	704,603	582,069
Restricted cash	2,503	5,319
Total cash, restricted cash and cash equivalents	$ 707,106	$ 587,388

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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, shares at Aug. 31, 2022		129,060,664
Beginning balance at Aug. 31, 2022	$ 3,286,429	$ 1,290	$ 382,767	$ (114,451)	$ 3,312,438	$ (295,847)	$ 232
Treasury stock, beginning balance (in shares) at Aug. 31, 2022						(11,564,611)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	261,774				261,774
Other comprehensive income (loss)	104,262			104,262
Dividends	(18,787)				(18,787)
Treasury stock acquired, shares						(1,275,452)
Treasury stock acquired	(49,149)					$ (49,149)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes	(23,513)		(44,787)			$ 21,274
Issuance of stock under incentive and purchase plans, net of forfeitures, shares						1,071,036
Stock-based compensation	13,527		13,527
Reclassification of share-based liability awards	9,692		9,692
Ending balance, shares at Nov. 30, 2022		129,060,664
Ending balance at Nov. 30, 2022	$ 3,584,235	$ 1,290	361,199	(10,189)	3,555,425	$ (323,722)	232
Treasury stock, ending balance (in shares) at Nov. 30, 2022						(11,769,027)
Beginning balance, shares at Aug. 31, 2023	129,060,664	129,060,664
Beginning balance at Aug. 31, 2023	$ 4,121,114	$ 1,290	394,672	(3,778)	4,097,262	$ (368,573)	241
Treasury stock, beginning balance (in shares) at Aug. 31, 2023	(12,545,237)					(12,545,237)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	$ 176,273				176,273
Other comprehensive income (loss)	(20,960)			(20,960)
Dividends	$ (18,748)				(18,748)
Treasury stock acquired, shares	(621,643)					(621,643)
Treasury stock acquired	$ (28,408)					$ (28,408)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes	(19,535)		(37,380)			$ 17,845
Issuance of stock under incentive and purchase plans, net of forfeitures, shares						814,440
Stock-based compensation	9,040		9,040
Reclassification of share-based liability awards	$ 11,201		11,201
Ending balance, shares at Nov. 30, 2023	129,060,664	129,060,664
Ending balance at Nov. 30, 2023	$ 4,229,977	$ 1,290	$ 377,533	$ (24,738)	$ 4,254,787	$ (379,136)	$ 241
Treasury stock, ending balance (in shares) at Nov. 30, 2023	(12,352,440)					(12,352,440)

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) - $ / shares	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Statement of Stockholders' Equity [Abstract]
Cash dividends per share (in USD per share)	$ 0.16	$ 0.16

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ACCOUNTING POLICIES

3 Months Ended

Nov. 30, 2023

Accounting Policies [Abstract]

Accounting policies

NOTE 1. NATURE OF OPERATIONS AND 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, 2023 (the "2023 Form 10-K") filed by Commercial Metals Company ("CMC," and together with its consolidated subsidiaries, the "Company") with the United States ("U.S.") 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 and notes included in the 2023 Form 10-K. The results of operations for the three month period ended November 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year. Any reference in this Form 10-Q to the "corresponding period" or "comparable period" relates to the three month period ended November 30, 2022. Any reference in this Form 10-Q to a year refers to the fiscal year ended August 31st of that year, unless otherwise noted.

Nature of Operations

CMC is an innovative solutions provider helping build a stronger, safer and more sustainable world. Through an extensive manufacturing network principally located in the U.S. and Central Europe, we offer products and technologies to meet the critical reinforcement needs of the global construction sector. CMC’s solutions support construction across a wide variety of applications, including infrastructure, non-residential, residential, industrial and energy generation and transmission.

During the first quarter of 2024, CMC changed its reportable segments to reflect a change in the manner in which the business is managed. Based on recent changes to CMC’s organizational structure, the evolution of CMC’s solutions offerings outside of traditional steel products, the growing importance of non-steel solutions to CMC’s financial results and future outlook and how CMC's chief operating decision maker ("CODM"), the President and Chief Executive Officer, reviews operating results and makes decisions about resource allocation, CMC now has three reportable segments: North America Steel Group, Europe Steel Group and Emerging Businesses Group.

North America Steel Group

The North America Steel Group segment is primarily composed of a vertically integrated network of recycling facilities, steel mills and fabrication operations located in the U.S. The recycling facilities process ferrous and nonferrous scrap metals (collectively referred to as "raw materials") for use by manufacturers of new metal products. The steel mill operations consist of six electric arc furnace ("EAF") mini mills, three EAF micro mills and one rerolling mill. The steel mills manufacture finished long steel products including reinforcing bar ("rebar"), merchant bar, light structural and other special sections and wire rod, as well as semi-finished billets for rerolling and forging applications (collectively referred to as "steel products"). The fabrication operations primarily fabricate rebar and steel fence posts and offer post-tension cable products (collectively referred to as "downstream products" in the context of the North America Steel Group segment). The general strategy in the North America Steel Group segment is to optimize the Company's vertically integrated value chain to maximize profitability by obtaining the lowest possible input costs and highest possible selling prices. The Company operates the recycling facilities to provide low-cost scrap to the steel mills and the fabrication operations to optimize the steel mill volumes. The North America Steel Group segment's products are sold primarily to steel mills and foundries, construction, fabrication and other manufacturing industries.

Europe Steel Group

The Europe Steel Group segment is primarily composed of a vertically integrated network of recycling facilities, an EAF mini mill and fabrication operations located in Poland. The scrap metal recycling facilities process ferrous scrap metals for use almost exclusively by the mini mill. The steel products manufactured by the mini mill include rebar, merchant bar and wire rod as well as semi-finished billets. The products manufactured by this segment's fabrication operations include fabricated rebar, wire mesh, assembled rebar cages and other fabricated rebar by-products (collectively referred to as "downstream products" in the context of the Europe Steel Group segment). The strategy in the Europe Steel Group segment is to optimize profitability of the products manufactured by the mini mill, and this strategy is executed the same way in the Europe Steel Group segment as it

is in the North America Steel Group segment. The Europe Steel Group segment's products are sold primarily to fabricators, manufacturers, distributors and construction companies.

Emerging Businesses Group

The strategy in the Emerging Businesses Group segment is to provide construction-related solutions and value-added products with strong, underlying growth fundamentals to serve domestic and international markets that are adjacent to those served by the vertically integrated operations in the North America Steel Group segment and the Europe Steel Group segment. To execute this strategy, CMC (i) develops proprietary products and solutions that deliver high value to customers by reducing costs and construction time, (ii) provides concrete-related construction products, equipment, and services and (iii) produces reinforcing steel products with increased strength, durability and corrosion resistance to support sustainable concrete construction.

The Emerging Businesses Group segment's portfolio consists of CMC Construction ServicesTM products (collectively referred to as "construction products"), Tensar® products (collectively referred to as "ground stabilization products") and CMC Impact MetalsTM, CMC Anchoring Systems and performance reinforcing steel products (collectively referred to as "downstream products" in the context of the Emerging Businesses Group segment).

•CMC Construction ServicesTM operations sell and rent products and equipment used to execute construction projects. Primary customers include concrete installers and other businesses in the construction industry.

•Tensar® operations sell geogrids and Geopier® foundation systems. Geogrids are polymer-based products used for ground stabilization, soil reinforcement and asphalt optimization in construction applications, including roadways, public infrastructure and industrial facilities. Geopier® foundation systems are ground improvement solutions that increase the load-bearing characteristics of ground structures and working surfaces and can be applied in soil types and construction situations in which traditional support methods are impractical or would make a project infeasible.

•CMC Impact MetalsTM operations manufacture high-strength steel products, such as high-strength bar for the truck trailer industry, special bar quality steel for the energy market and armor plate for military vehicles.

•CMC Anchoring Systems' operations supply a custom engineered line of anchor cages, bolts and fasteners that are fabricated principally from rebar and are used primarily to secure high voltage electrical transmission poles to concrete foundations.

•CMC's group of performance reinforcing steel offerings include innovative products such as Galvabar® (galvanized rebar with a zinc alloy coating that provides corrosion protection and post-fabrication formability), ChromX® (designed for high-strength capabilities, corrosion resistance and a service life of more than 100 years) and CryoSteel® (a cryogenic reinforcing steel that exceeds minimum performance requirements for strength and ductility at extremely low temperatures).

As a result of the change in reportable segments, certain prior year amounts have been recast to conform to the current year presentation. Throughout this Form 10-Q, unless otherwise indicated, amounts and activity reflect reclassifications related to the Company's change in reportable segments. The change in reportable segments had no impact on the Company’s consolidated balance sheets and the consolidated statements of earnings, comprehensive income, cash flows and stockholders’ equity previously reported.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the CODM, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

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CHANGES IN BUSINESS

3 Months Ended

Nov. 30, 2023

Business Combinations [Abstract]

Changes in Business

NOTE 2. CHANGES IN BUSINESS

2023 Acquisitions

On September 15, 2022, the Company completed the acquisition of Advanced Steel Recovery, LLC ("ASR"), a supplier of recycled ferrous metals located in Southern California. ASR's primary operations include processing and brokering capabilities that source material for sale into both the domestic and export markets.

On November 14, 2022, the Company completed the acquisition of a Galveston, Texas area metals recycling facility and related assets (collectively, "Kodiak") from Kodiak Resources, Inc. and Kodiak Properties, L.L.C.

On March 3, 2023, the Company completed the acquisition of all of the assets of Roane Metals Group, LLC ("Roane"), a supplier of recycled metals with two facilities located in eastern Tennessee.

On March 17, 2023, the Company completed the acquisition of Tendon Systems, LLC ("Tendon"), a leading provider of post-tensioning, barrier cable and concrete restoration solutions to the southeastern U.S.

On May 1, 2023, the Company completed the acquisition of all of the assets of BOSTD America, LLC ("BOSTD"), a geogrid manufacturing facility located in Blackwell, Oklahoma. Prior to the acquisition, BOSTD produced several product lines for the Company's Tensar operations under a contract manufacturing arrangement.

On July 12, 2023, the Company completed the acquisition of EDSCO Fasteners, LLC ("EDSCO"), a leading provider of anchoring solutions for the electrical transmission market, with four manufacturing facilities located in North Carolina, Tennessee, Texas and Utah. Following the acquisition, EDSCO was rebranded as CMC Anchoring Systems.

The acquisitions of ASR, Kodiak, Roane, Tendon, BOSTD and EDSCO (the "2023 acquisitions") were not material individually, or in the aggregate, to the Company's financial position or results of operations, and therefore, pro forma operating results and other disclosures are not presented.

Operating results for the acquired operations of ASR, Kodiak, Roane and Tendon are presented within the Company's North America Steel Group segment. Operating results for BOSTD and CMC Anchoring Systems are presented within the Company's Emerging Businesses Group segment.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

3 Months Ended

Nov. 30, 2023

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 November 30, 2023
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Pension Plans		Total AOCI
Balance, September 1, 2023	$	(126,045)	$	135,257	$	(12,990)	$	(3,778)
Other comprehensive income (loss) before reclassifications(1)	23,493		(42,945)		(9)		(19,461)
Reclassification for gain (2)	—		(1,499)		—		(1,499)
Net other comprehensive income (loss)	23,493		(44,444)		(9)		(20,960)
Balance, November 30, 2023	$	(102,552)	$	90,813	$	(12,999)	$	(24,738)

	Three Months Ended November 30, 2022
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Pension Plans		Total AOCI
Balance, September 1, 2022	$	(245,897)	$	138,242	$	(6,796)	$	(114,451)
Other comprehensive income before reclassifications(1)	41,429		68,045		1,756		111,230
Reclassification for (gain) loss (2)	—		(6,970)		2		(6,968)
Net other comprehensive income	41,429		61,075		1,758		104,262
Balance, November 30, 2022	$	(204,468)	$	199,317	$	(5,038)	$	(10,189)

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(1) Other comprehensive income (loss) before reclassifications from derivatives is presented net of income tax benefit (expense) of $10.1 million and $(15.8) million for the three months ended November 30, 2023 and 2022, respectively. Other comprehensive income (loss) before reclassifications from defined benefit pension plans is presented net of immaterial tax benefits for each period presented.

(2) Reclassifications for gains from derivatives included in net earnings are primarily recorded in cost of goods sold in the condensed consolidated statements of earnings and are presented net of tax expenses of $0.3 million and $1.7 million, for the three months ended November 30, 2023 and 2022, respectively. Reclassifications for the loss from defined benefit pension plans included in net earnings is recorded in selling, general and administrative ("SG&A") expenses in the condensed consolidated statements of earnings and is presented net of an immaterial income tax benefit for the three months ended November 30, 2022

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REVENUE RECOGNITION

3 Months Ended

Nov. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

NOTE 4. REVENUE RECOGNITION

The majority of the Company's 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. See Note 13, Segment Information, for further information about disaggregated revenue by the Company's major product lines.

Certain revenues from the Company's downstream products in the North America Steel Group segment are not recognized at a point in time. Revenue resulting from sales of fabricated rebar in the North America Steel Group segment is recognized over time, as discussed below. Revenue resulting from sales of steel fence posts and other downstream products in the North America Steel Group segment is recognized equal to billing under an available practical expedient.

Each of the North America Steel Group segment's fabricated rebar contracts represent a single performance obligation. Revenue from certain fabricated rebar contracts for which the Company provides fabricated product and installation services is recognized over time using an input measure. These contracts represented 9% and 8% of net sales in the North America Steel Group segment in the three months ended November 30, 2023 and 2022, respectively. Revenue from fabricated rebar contracts where the Company does not provide installation services is recognized over time using an output measure. These contracts represented 11% and 13% of net sales in the North America Steel Group segment in the three months ended November 30, 2023 and 2022, respectively.

The following table provides information about assets and liabilities from contracts with customers recognized over time:

(in thousands)	November 30, 2023		August 31, 2023
Contract assets (included in accounts receivable)	$	66,118	$	67,641
Contract liabilities (included in accrued expenses and other payables)	26,967		28,377

The amount of revenue reclassified from August 31, 2023 contract liabilities during the three months ended November 30, 2023 was approximately $16.2 million.

Remaining Performance Obligations

As of November 30, 2023, revenue totaling $840.6 million has been allocated to remaining performance obligations in the North America Steel Group segment related to contracts for which revenue is recognized using an input or output measure. Of this amount, the Company estimates that approximately 81% of the remaining performance obligations will be recognized in the twelve months after November 30, 2023, and the remainder will be recognized during the subsequent twelve months. The duration of all other contracts in the North America Steel Group, Europe Steel Group and Emerging Businesses Group segments are typically less than one year.

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INVENTORIES, NET

3 Months Ended

Nov. 30, 2023

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 steel products. Under the Company’s vertically integrated business models in the North America Steel Group segment and the Europe Steel Group segment, steel products are sold to external customers in various stages, from semi-finished billets through fabricated steel, leading these categories to be combined as finished goods.

The components of inventories were as follows:

(in thousands)	November 30, 2023		August 31, 2023
Raw materials	$	284,583	$	261,619
Work in process	7,846		6,844
Finished goods	736,257		767,119
Total	$	1,028,686	$	1,035,582

Inventory write-downs were $10.7 million and $4.5 million during the three months ended November 30, 2023 and 2022, respectively, and were primarily recorded in the Europe Steel Group segment.

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GOODWILL AND OTHER INTANGIBLES

3 Months Ended

Nov. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and other intangibles

NOTE 6. GOODWILL AND OTHER INTANGIBLES

Goodwill by reportable segment is detailed in the table below. During the first quarter of 2024, CMC changed its reportable segments as described in Note 1, Nature of Operations and Accounting Policies. Concurrent with the change in reportable segments, the Company reassigned goodwill to the updated reporting units using a relative fair value approach, shown below:

(in thousands)	North America		Europe		North America Steel Group		Europe Steel Group		Emerging Businesses Group		Consolidated
Goodwill, gross
Balance, September 1, 2023	$	351,441	$	44,561	$	—	$	—	$	—	$	396,002
Segment reassignment	(351,441)		(44,561)		126,915		4,075		265,012		—
Acquisition adjustments(1)	—		—		—		—		(3,250)		(3,250)
Foreign currency translation	—		—		—		128		(6)		122
Balance, November 30, 2023	—		—		126,915		4,203		261,756		392,874
Accumulated impairment
Balance, September 1, 2023	(10,036)		(145)		—		—		—		(10,181)
Segment reassignment	10,036		145		(9,542)		(146)		(493)		—
Foreign currency translation	—		—		—		(5)		—		(5)
Balance, November 30, 2023	—		—		(9,542)		(151)		(493)		(10,186)
Goodwill, net
Balance, September 1, 2023	341,405		44,416		—		—		—		385,821
Segment reassignment	(341,405)		(44,416)		117,373		3,929		264,519		—
Acquisition adjustments(1)	—		—		—		—		(3,250)		(3,250)
Foreign currency translation	—		—		—		123		(6)		117
Balance, November 30, 2023	$	—	$	—	$	117,373	$	4,052	$	261,263	$	382,688

__________________________________

(1) Measurement period adjustments related to the 2023 acquisitions which impacted the amount of goodwill originally reported.

The Company evaluated impairment indicators for the previous reporting units immediately prior to the change in reportable segments described above and concluded there were no indicators of impairment. Immediately after the change in reportable segments, the Company performed qualitative tests for five reporting units consisting of $285.0 million of goodwill and quantitative tests for three reporting units consisting of $100.8 million of goodwill. The results of the qualitative and

quantitative tests indicated it was more likely than not that the fair value of all reporting units with goodwill exceeded their carrying values.

Other indefinite-lived intangible assets consisted of the following:

(in thousands)	November 30, 2023		August 31, 2023
Trade names	$	54,092	$	54,056
In-process research and development	2,400		2,400
Non-compete agreements	750		750
Total	$	57,242	$	57,206

The change in the balance of intangible assets with indefinite lives from August 31, 2023 to November 30, 2023 was due to foreign currency translation adjustments.

Other intangible assets subject to amortization are detailed in the following table:

	November 30, 2023						August 31, 2023
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Developed technologies	$	150,900	$	29,912	$	120,988	$	150,445	$	25,228	$	125,217
Customer relationships	74,607		10,026		64,581		74,582		7,606		66,976
Patents	7,203		5,814		1,389		7,203		5,570		1,633
Perpetual lease rights	6,172		957		5,215		5,984		910		5,074
Trade names	3,300		1,218		2,082		3,287		1,129		2,158
Non-compete agreements	2,300		1,591		709		2,300		1,502		798
Other	223		130		93		224		125		99
Total	$	244,705	$	49,648	$	195,057	$	244,025	$	42,070	$	201,955

The foreign currency translation adjustments for intangible assets subject to amortization were immaterial for all periods presented above.

Amortization expense for intangible assets was $7.5 million and $6.1 million in the three months ended November 30, 2023 and 2022, respectively, of which $4.7 million and $4.6 million, respectively, was recorded in cost of goods sold and $2.8 million and $1.5 million, respectively, was recorded in SG&A expenses in the condensed consolidated statements of earnings. Estimated amounts of amortization expense for intangible assets for the next five years are as follows:

	(in thousands)
Remainder of 2024	$	20,898
2025	26,362
2026	25,138
2027	25,041
2028	23,031

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CREDIT ARRANGEMENTS

3 Months Ended

Nov. 30, 2023

Debt Disclosure [Abstract]

Credit arrangements

NOTE 7. CREDIT ARRANGEMENTS

Long-term debt was as follows: 

(in thousands)	Weighted Average Interest Rate as of November 30, 2023	November 30, 2023		August 31, 2023
2030 Notes	4.125%	$	300,000	$	300,000
2031 Notes	3.875%	300,000		300,000
2032 Notes	4.375%	300,000		300,000
Series 2022 Bonds, due 2047	4.000%	145,060		145,060
Short-term borrowings	(1)	—		8,419
Other	4.547%	15,859		16,042
Finance leases	5.037%	103,350		95,470
Total debt		1,164,269		1,164,991
Less unamortized debt issuance costs		(14,397)		(14,840)
Plus unamortized bond premium		4,598		4,646
Total amounts outstanding		1,154,470		1,154,797
Less current maturities of long-term debt and short-term borrowings		(33,998)		(40,513)
Long-term debt		$	1,120,472	$	1,114,284

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(1) The weighted average interest rate of short-term borrowings as of August 31, 2023 was 7.800%.

The Company's credit arrangements require compliance with certain covenants, including an interest coverage ratio and a debt to capitalization ratio. At November 30, 2023, the Company was in compliance with all financial covenants in its credit arrangements.

Capitalized interest was $1.2 million and $4.6 million during the three months ended November 30, 2023 and 2022, respectively.

Credit Facilities

The Company has a Sixth Amended and Restated Credit Agreement (the "Credit Agreement") with a revolving credit facility (the "Revolver") of $600.0 million. The Company had no amounts drawn under the Revolver at November 30, 2023 or August 31, 2023. The availability under the Revolver was reduced by outstanding stand-by letters of credit totaling $0.9 million at each of November 30, 2023 and August 31, 2023. The Credit Agreement also provided for a delayed draw senior secured term loan facility with a maximum principal amount of $200.0 million, which expired undrawn in October 2023, in accordance with its terms.

The Company also has credit facilities in Poland through its subsidiary, CMC Poland Sp. z.o.o. ("CMCP"). At November 30, 2023 and August 31, 2023, CMCP's credit facilities totaled PLN 600.0 million, or $150.0 million and $145.4 million, respectively. There were no amounts outstanding under these facilities as of November 30, 2023 or August 31, 2023. The available balance of these credit facilities was reduced by outstanding stand-by letters of credit, guarantees and/or other financial assurance instruments, which totaled $1.4 million and $16.3 million at November 30, 2023 and August 31, 2023, respectively.

Accounts Receivable Facility

The Poland accounts receivable facility had a limit of PLN 288.0 million, or $72.0 million and $69.8 million, at November 30, 2023 and August 31, 2023, respectively. The Company had no amounts outstanding under the Poland accounts receivable facility at November 30, 2023, compared to PLN 34.7 million, or $8.4 million, advance payments outstanding at August 31, 2023.

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DERIVATIVES

3 Months Ended

Nov. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

NOTE 8. DERIVATIVES

At November 30, 2023 and August 31, 2023, the notional values of the Company's commodity contract commitments were $481.0 million and $456.4 million, respectively. At November 30, 2023 and August 31, 2023, the notional values of the Company's foreign currency contract commitments were $284.9 million and $221.4 million, respectively.

The following table provides information regarding the Company's commodity contract commitments at November 30, 2023:

Commodity	Position	Total
Aluminum	Long	2,525	MT
Aluminum	Short	1,150	MT
Copper	Long	612	MT
Copper	Short	10,433	MT
Electricity	Long	3,257,000	MW(h)
Natural Gas	Long	5,150,550	MMBtu

__________________________________

MT = Metric ton

MW(h) = Megawatt hour

MMBtu = Metric Million British thermal unit

The following table summarizes the location and amounts of the fair value of the Company's derivative instruments reported in the condensed consolidated balance sheets:

(in thousands)	Primary Location	November 30, 2023		August 31, 2023
Derivative assets:
Commodity	Prepaid and other current assets	$	9,025	$	11,427
Commodity	Other noncurrent assets	135,939		184,261
Foreign exchange	Prepaid and other current assets	9,916		1,898
Derivative liabilities:
Commodity	Accrued expenses and other payables	$	6,066	$	2,983
Commodity	Other noncurrent liabilities	1,003		1,085
Foreign exchange	Accrued expenses and other payables	5,868		2,566

The following table summarizes activities related to the Company's derivatives not designated as cash flow hedging instruments recognized in the condensed consolidated statements of earnings. All other activity related to the Company's derivatives not designated as cash flow hedging instruments was immaterial for the periods presented.

		Three Months Ended November 30,
Gain (Loss) on Derivatives Not Designated as Hedging Instruments (in thousands)	Primary Location	2023		2022
Commodity	Cost of goods sold	$	(72)	$	(3,085)
Foreign exchange	SG&A expenses	3,539		3,462

The following table summarizes activities related to the Company's derivatives designated as cash flow hedging instruments recognized in the condensed consolidated statements of comprehensive income and condensed consolidated statements of earnings, respectively. Amounts presented do not include the effects of foreign currency translation adjustments.

	Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Other Comprehensive Income (Loss), Net of Income Taxes (in thousands)					Amount of Gain Reclassified from AOCI into Earnings on Derivatives (in thousands)
	Three Months Ended November 30,					Three Months Ended November 30,
	2023		2022		Primary Location	2023		2022
Commodity	$	(42,952)	$	68,039	Cost of goods sold	$	1,765	$	8,605
Foreign exchange	7		6		SG&A expenses	61		61

The Company's natural gas commodity derivatives accounted for as cash flow hedging instruments have maturities extending to November 2026. The Company's electricity commodity derivatives accounted for as cash flow hedging instruments have maturities extending to December 2034. Included in the AOCI balance as of November 30, 2023 was an estimated net gain of $5.4 million from cash flow hedging instruments that is expected to be reclassified into net earnings within the twelve months following November 30, 2023. Cash flows associated with the cash flow hedging instruments are recorded as a component of cash flows from operating activities in the condensed consolidated statements of cash flows. See Note 9, Fair Value, for the fair value of the Company's derivative instruments recorded in the condensed consolidated balance sheets.

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FAIR VALUE

3 Months Ended

Nov. 30, 2023

Fair Value Disclosures [Abstract]

Fair value

NOTE 9. 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 within Note 1, Nature of Operations and Summary of Significant Accounting Policies, to the consolidated financial statements in the 2023 Form 10-K.

The following table summarizes 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)	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of November 30, 2023:
Assets:
Investment deposit accounts (1)	$	553,443	$	553,443	$	—	$	—
Commodity derivative assets (2)	144,964		607		—		144,357
Foreign exchange derivative assets (2)	9,916		—		9,916		—
Liabilities:
Commodity derivative liabilities (2)	7,069		7,069		—		—
Foreign exchange derivative liabilities (2)	5,868		—		5,868		—
As of August 31, 2023:
Assets:
Investment deposit accounts (1)	$	508,227	$	508,227	$	—	$	—
Commodity derivative assets (2)	195,689		1,264		—		194,425
Foreign exchange derivative assets (2)	1,898		—		1,898		—
Liabilities:
Commodity derivative liabilities (2)	4,068		4,068		—		—
Foreign exchange derivative liabilities (2)	2,566		—		2,566		—

__________________________________

(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. Derivatives classified as Level 3 are described below. Further discussion regarding the Company's use of derivative instruments is included in Note 8, Derivatives.

The fair value estimate of the Level 3 commodity derivatives are based on internally developed discounted cash flow models primarily utilizing unobservable inputs for which there is little or no market data. The Company forecasts future energy rates using a range of historical prices (the "floating rate"). The floating rate is the only significant unobservable input used in the Company's discounted cash flow models. Significantly higher or lower floating rates could have resulted in a material difference in our fair value measurement. The following table summarizes the range of floating rates used to measure the fair value of the Level 3 commodity derivatives at November 30, 2023 and August 31, 2023, which are applied uniformly across each of our Level 3 commodity derivatives:

	Floating rate (PLN)
	Low	High	Average
November 30, 2023	424	807	551
August 31, 2023	480	855	630

Below is a reconciliation of the beginning and ending balances of the Level 3 commodity derivatives recognized in the condensed consolidated statements of comprehensive income. The fluctuation in energy rates over time causes volatility in the fair value estimates and is the primary reason for unrealized losses and gains included in other comprehensive income ("OCI") in the three months ended November 30, 2023 and 2022, respectively.                                     

(in thousands)	Three Months Ended November 30, 2023
Balance, September 1, 2023	$	194,425
Total activity, realized and unrealized:
Unrealized holding loss before reclassification (1)	(47,277)
Reclassification for gain included in net earnings (2)	(2,791)
Balance, November 30, 2023	$	144,357
(in thousands)	Three Months Ended November 30, 2022
Balance, September 1, 2022	$	143,500
Total activity, realized and unrealized:
Unrealized holding gain before reclassification (1)	104,197
Reclassification for gain included in net earnings (2)	(6,231)
Balance, November 30, 2022	$	241,466

__________________________________

(1) Unrealized holding gain (loss), net of foreign currency translation, less amounts reclassified are included in net unrealized gain (loss) on derivatives in the condensed consolidated statements of comprehensive income.

(2) Gains included in net earnings are recorded in cost of goods sold in the condensed consolidated statements of earnings.

There were no material non-recurring fair value remeasurements during the three months ended November 30, 2023 or 2022.

The carrying values of the Company's short-term items, including documentary letters of credit and notes payable, approximate fair value.

The carrying value and fair value of the Company's long-term debt, including current maturities, excluding other borrowings and finance leases, was $1.0 billion and $900.7 million, respectively, at November 30, 2023, and $1.0 billion and $900.9 million, respectively, at August 31, 2023. The Company estimates these fair values based on Level 2 of the fair value hierarchy using indicated market values. The Company's other borrowings contain variable interest rates, and as a result, their carrying values approximate fair values.

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STOCK-BASED COMPENSATION PLANS

3 Months Ended

Nov. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based compensation plans

NOTE 10. STOCK-BASED COMPENSATION PLANS

The Company's stock-based compensation plans are described in Note 13, Stock-Based Compensation Plans, to the consolidated financial statements in the 2023 Form 10-K. In general, restricted stock units 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 vest after a period of three years.

Information for restricted stock units and performance stock units accounted for as equity awards is as follows:

	Shares	Weighted Average Fair Value
Outstanding as of August 31, 2023	1,777,591	$	37.01
Granted	1,060,992	47.68
Vested	(1,218,683)	37.80
Forfeited	(14,436)	39.02
Outstanding as of November 30, 2023	1,605,464	$	43.45

	Shares	Weighted Average Fair Value
Outstanding as of August 31, 2022	1,993,630	$	27.59
Granted	1,423,909	35.78
Vested	(1,611,934)	25.13
Forfeited	(2,259)	31.00
Outstanding as of November 30, 2022	1,803,346	$	36.26

The Company granted 188,453 and 242,267 equivalent shares of restricted stock units and performance stock units accounted for as liability awards during the three months ended November 30, 2023 and 2022, respectively. At November 30, 2023, the Company had outstanding 463,334 equivalent shares accounted for under the liability method. The Company expects 440,167 equivalent shares to vest.

The following table summarizes total stock-based compensation expense, including fair value remeasurements, which was primarily included in SG&A expenses in the Company's condensed consolidated statements of earnings:

	Three Months Ended November 30,
(in thousands)	2023		2022
Stock-based compensation expense	$	8,059	$	16,675

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STOCKHOLDERS EQUITY AND EARNINGS PER SHARE

3 Months Ended

Nov. 30, 2023

Earnings Per Share [Abstract]

Stockholder's equity and earnings per share

NOTE 11. STOCKHOLDERS' EQUITY AND EARNINGS PER SHARE

The Company's calculation of basic earnings per share ("EPS") and diluted EPS are described in Note 16, Earnings Per Share, to the consolidated financial statements in the 2023 Form 10-K.

The calculations of basic and diluted EPS were as follows: 

	Three Months Ended November 30,
(in thousands, except share and per share data)	2023		2022
Net earnings	$	176,273	$	261,774
Average basic shares outstanding	116,771,939		117,273,743
Effect of dilutive securities	1,582,974		1,651,699
Average diluted shares outstanding	118,354,913		118,925,442
Earnings per share:
Basic	$	1.51	$	2.23
Diluted	1.49		2.20

For all periods presented above, the Company had immaterial anti-dilutive shares, which were not included in the computation of average diluted shares outstanding.

In October 2021, the Company's Board of Directors authorized a share repurchase program under which the Company may repurchase up to $350.0 million of shares of CMC common stock. During the three months ended November 30, 2023, the Company repurchased 621,643 shares of CMC common stock, at an average purchase price of $45.70 per share. The Company had remaining authorization to repurchase $58.3 million of shares of CMC common stock at November 30, 2023.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Nov. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

NOTE 12. COMMITMENTS AND CONTINGENCIES

In the ordinary course of conducting its business, the Company becomes involved in litigation, administrative proceedings and governmental investigations, including environmental matters. At November 30, 2023 and August 31, 2023, the amounts accrued for cleanup and remediation costs at certain sites in response to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") and analogous state and local statutes were immaterial. Total accrued environmental liabilities, including CERCLA sites, were $3.7 million and $4.5 million at November 30, 2023 and August 31, 2023, respectively, of which $1.7 million and $2.0 million were classified as other noncurrent liabilities as of November 30, 2023 and August 31, 2023, respectively. These amounts have not been discounted to their present values. Due to evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors, amounts accrued could vary significantly from amounts paid.

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BUSINESS SEGMENTS

3 Months Ended

Nov. 30, 2023

Segment Reporting [Abstract]

Business segments

NOTE 13. SEGMENT INFORMATION

The Company structures its business into three reportable segments: North America Steel Group, Europe Steel Group and Emerging Businesses Group. See Note 1, Nature of Operations and Accounting Policies, for more information about the reportable segments, including the types of products and services from which each reportable 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 long-term debt and intercompany eliminations. Prior period balances in the tables below have been recast to reflect current period presentation, as described in Note 1, Nature of Operations and Accounting Policies.

The following is a summary of certain financial information by reportable segment and Corporate and Other.

	Three Months Ended November 30, 2023
(in thousands)	North America Steel Group		Europe Steel Group		Emerging Businesses Group		Corporate and Other		Total
Net sales from external customers	$	1,592,650	$	225,175	$	177,239	$	7,987	$	2,003,051
Adjusted EBITDA	266,820		38,942		30,862		(30,987)		305,637
Total assets at November 30, 2023	4,142,370		838,019		847,744		867,036		6,695,169

	Three Months Ended November 30, 2022
(in thousands)	North America Steel Group		Europe Steel Group		Emerging Businesses Group		Corporate and Other		Total
Net sales from external customers	$	1,664,161	$	386,503	$	170,534	$	6,115	$	2,227,313
Adjusted EBITDA	349,787		61,248		31,427		(39,726)		402,736
Total assets at August 31, 2023	4,166,521		927,468		874,330		670,775		6,639,094

The following table presents a reconciliation of net earnings to adjusted EBITDA:

	Three Months Ended November 30,
(in thousands)	2023		2022
Net earnings	$	176,273	$	261,774
Interest expense	11,756		13,045
Income taxes	48,422		76,725
Depreciation and amortization	69,186		51,183
Asset impairments	—		9
Adjusted EBITDA	$	305,637	$	402,736

Disaggregation of Revenue

The following tables display revenue by reportable segment and Corporate and Other from external customers, disaggregated by major product:

	Three Months Ended November 30, 2023
(in thousands)	North America Steel Group		Europe Steel Group		Emerging Businesses Group		Corporate and Other		Total
Major product:
Raw materials	$	313,655	$	3,714	$	—	$	—	$	317,369
Steel products	657,760		175,532		—		—		833,292
Downstream products	577,002		38,628		37,546		—		653,176
Construction products	—		—		77,759		—		77,759
Ground stabilization products	—		—		57,323		—		57,323
Other	44,233		7,301		4,611		7,987		64,132
Net sales from external customers	1,592,650		225,175		177,239		7,987		2,003,051
Intersegment net sales, eliminated on consolidation	19,637		576		4,787		(25,000)		—
Net sales	$	1,612,287	$	225,751	$	182,026	$	(17,013)	$	2,003,051

	Three Months Ended November 30, 2022
(in thousands)	North America Steel Group		Europe Steel Group		Emerging Businesses Group		Corporate and Other		Total
Major product:
Raw materials	$	293,320	$	4,867	$	—	$	—	$	298,187
Steel products	703,594		311,936		—		—		1,015,530
Downstream products	618,967		59,582		24,808		—		703,357
Construction products	—		—		83,567		—		83,567
Ground stabilization products	—		—		59,079		—		59,079
Other	48,280		10,118		3,080		6,115		67,593
Net sales from external customers	1,664,161		386,503		170,534		6,115		2,227,313
Intersegment net sales, eliminated on consolidation	25,854		532		8,778		(35,164)		—
Net sales	$	1,690,015	$	387,035	$	179,312	$	(29,049)	$	2,227,313

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Pay vs Performance Disclosure
Net earnings	$ 176,273	$ 261,774

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Insider Trading Arrangements	3 Months Ended
	Nov. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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ACCOUNTING POLICIES (Policies)

3 Months Ended

Nov. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

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, 2023 (the "2023 Form 10-K") filed by Commercial Metals Company ("CMC," and together with its consolidated subsidiaries, the "Company") with the United States ("U.S.") 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 and notes included in the 2023 Form 10-K. The results of operations for the three month period ended November 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year. Any reference in this Form 10-Q to the "corresponding period" or "comparable period" relates to the three month period ended November 30, 2022. Any reference in this Form 10-Q to a year refers to the fiscal year ended August 31st of that year, unless otherwise noted.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the CODM, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

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 within Note 1, Nature of Operations and Summary of Significant Accounting Policies, to the consolidated financial statements in the 2023 Form 10-K.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

3 Months Ended

Nov. 30, 2023

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 November 30, 2023
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Pension Plans		Total AOCI
Balance, September 1, 2023	$	(126,045)	$	135,257	$	(12,990)	$	(3,778)
Other comprehensive income (loss) before reclassifications(1)	23,493		(42,945)		(9)		(19,461)
Reclassification for gain (2)	—		(1,499)		—		(1,499)
Net other comprehensive income (loss)	23,493		(44,444)		(9)		(20,960)
Balance, November 30, 2023	$	(102,552)	$	90,813	$	(12,999)	$	(24,738)

	Three Months Ended November 30, 2022
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Pension Plans		Total AOCI
Balance, September 1, 2022	$	(245,897)	$	138,242	$	(6,796)	$	(114,451)
Other comprehensive income before reclassifications(1)	41,429		68,045		1,756		111,230
Reclassification for (gain) loss (2)	—		(6,970)		2		(6,968)
Net other comprehensive income	41,429		61,075		1,758		104,262
Balance, November 30, 2022	$	(204,468)	$	199,317	$	(5,038)	$	(10,189)

__________________________________

(1) Other comprehensive income (loss) before reclassifications from derivatives is presented net of income tax benefit (expense) of $10.1 million and $(15.8) million for the three months ended November 30, 2023 and 2022, respectively. Other comprehensive income (loss) before reclassifications from defined benefit pension plans is presented net of immaterial tax benefits for each period presented.

(2) Reclassifications for gains from derivatives included in net earnings are primarily recorded in cost of goods sold in the condensed consolidated statements of earnings and are presented net of tax expenses of $0.3 million and $1.7 million, for the three months ended November 30, 2023 and 2022, respectively. Reclassifications for the loss from defined benefit pension plans included in net earnings is recorded in selling, general and administrative ("SG&A") expenses in the condensed consolidated statements of earnings and is presented net of an immaterial income tax benefit for the three months ended November 30, 2022

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REVENUE RECOGNITION (Tables)

3 Months Ended

Nov. 30, 2023

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 recognized over time:

(in thousands)	November 30, 2023		August 31, 2023
Contract assets (included in accounts receivable)	$	66,118	$	67,641
Contract liabilities (included in accrued expenses and other payables)	26,967		28,377

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INVENTORIES, NET (Tables)

3 Months Ended

Nov. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

The components of inventories were as follows:

(in thousands)	November 30, 2023		August 31, 2023
Raw materials	$	284,583	$	261,619
Work in process	7,846		6,844
Finished goods	736,257		767,119
Total	$	1,028,686	$	1,035,582

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GOODWILL AND OTHER INTANGIBLES (Tables)

3 Months Ended

Nov. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in the carrying amount of goodwill

Goodwill by reportable segment is detailed in the table below. During the first quarter of 2024, CMC changed its reportable segments as described in Note 1, Nature of Operations and Accounting Policies. Concurrent with the change in reportable segments, the Company reassigned goodwill to the updated reporting units using a relative fair value approach, shown below:

(in thousands)	North America		Europe		North America Steel Group		Europe Steel Group		Emerging Businesses Group		Consolidated
Goodwill, gross
Balance, September 1, 2023	$	351,441	$	44,561	$	—	$	—	$	—	$	396,002
Segment reassignment	(351,441)		(44,561)		126,915		4,075		265,012		—
Acquisition adjustments(1)	—		—		—		—		(3,250)		(3,250)
Foreign currency translation	—		—		—		128		(6)		122
Balance, November 30, 2023	—		—		126,915		4,203		261,756		392,874
Accumulated impairment
Balance, September 1, 2023	(10,036)		(145)		—		—		—		(10,181)
Segment reassignment	10,036		145		(9,542)		(146)		(493)		—
Foreign currency translation	—		—		—		(5)		—		(5)
Balance, November 30, 2023	—		—		(9,542)		(151)		(493)		(10,186)
Goodwill, net
Balance, September 1, 2023	341,405		44,416		—		—		—		385,821
Segment reassignment	(341,405)		(44,416)		117,373		3,929		264,519		—
Acquisition adjustments(1)	—		—		—		—		(3,250)		(3,250)
Foreign currency translation	—		—		—		123		(6)		117
Balance, November 30, 2023	$	—	$	—	$	117,373	$	4,052	$	261,263	$	382,688

__________________________________

(1) Measurement period adjustments related to the 2023 acquisitions which impacted the amount of goodwill originally reported.

The Company evaluated impairment indicators for the previous reporting units immediately prior to the change in reportable segments described above and concluded there were no indicators of impairment. Immediately after the change in reportable segments, the Company performed qualitative tests for five reporting units consisting of $285.0 million of goodwill and quantitative tests for three reporting units consisting of $100.8 million of goodwill. The results of the qualitative and

quantitative tests indicated it was more likely than not that the fair value of all reporting units with goodwill exceeded their carrying values.

Other indefinite-lived intangible assets consisted of the following:

(in thousands)	November 30, 2023		August 31, 2023
Trade names	$	54,092	$	54,056
In-process research and development	2,400		2,400
Non-compete agreements	750		750
Total	$	57,242	$	57,206

The change in the balance of intangible assets with indefinite lives from August 31, 2023 to November 30, 2023 was due to foreign currency translation adjustments.

Other intangible assets subject to amortization are detailed in the following table:

	November 30, 2023						August 31, 2023
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Developed technologies	$	150,900	$	29,912	$	120,988	$	150,445	$	25,228	$	125,217
Customer relationships	74,607		10,026		64,581		74,582		7,606		66,976
Patents	7,203		5,814		1,389		7,203		5,570		1,633
Perpetual lease rights	6,172		957		5,215		5,984		910		5,074
Trade names	3,300		1,218		2,082		3,287		1,129		2,158
Non-compete agreements	2,300		1,591		709		2,300		1,502		798
Other	223		130		93		224		125		99
Total	$	244,705	$	49,648	$	195,057	$	244,025	$	42,070	$	201,955

The foreign currency translation adjustments for intangible assets subject to amortization were immaterial for all periods presented above.

Amortization expense for intangible assets was $7.5 million and $6.1 million in the three months ended November 30, 2023 and 2022, respectively, of which $4.7 million and $4.6 million, respectively, was recorded in cost of goods sold and $2.8 million and $1.5 million, respectively, was recorded in SG&A expenses in the condensed consolidated statements of earnings. Estimated amounts of amortization expense for intangible assets for the next five years are as follows:

	(in thousands)
Remainder of 2024	$	20,898
2025	26,362
2026	25,138
2027	25,041
2028	23,031

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CREDIT ARRANGEMENTS (Tables)

3 Months Ended

Nov. 30, 2023

Debt Disclosure [Abstract]

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

Long-term debt was as follows: 

(in thousands)	Weighted Average Interest Rate as of November 30, 2023	November 30, 2023		August 31, 2023
2030 Notes	4.125%	$	300,000	$	300,000
2031 Notes	3.875%	300,000		300,000
2032 Notes	4.375%	300,000		300,000
Series 2022 Bonds, due 2047	4.000%	145,060		145,060
Short-term borrowings	(1)	—		8,419
Other	4.547%	15,859		16,042
Finance leases	5.037%	103,350		95,470
Total debt		1,164,269		1,164,991
Less unamortized debt issuance costs		(14,397)		(14,840)
Plus unamortized bond premium		4,598		4,646
Total amounts outstanding		1,154,470		1,154,797
Less current maturities of long-term debt and short-term borrowings		(33,998)		(40,513)
Long-term debt		$	1,120,472	$	1,114,284

__________________________________

(1) The weighted average interest rate of short-term borrowings as of August 31, 2023 was 7.800%.

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DERIVATIVES (Tables)

3 Months Ended

Nov. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Commodity contract commitments

The following table provides information regarding the Company's commodity contract commitments at November 30, 2023:

Commodity	Position	Total
Aluminum	Long	2,525	MT
Aluminum	Short	1,150	MT
Copper	Long	612	MT
Copper	Short	10,433	MT
Electricity	Long	3,257,000	MW(h)
Natural Gas	Long	5,150,550	MMBtu

__________________________________

MT = Metric ton

MW(h) = Megawatt hour

MMBtu = Metric Million British thermal unit

Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location

The following table summarizes the location and amounts of the fair value of the Company's derivative instruments reported in the condensed consolidated balance sheets:

(in thousands)	Primary Location	November 30, 2023		August 31, 2023
Derivative assets:
Commodity	Prepaid and other current assets	$	9,025	$	11,427
Commodity	Other noncurrent assets	135,939		184,261
Foreign exchange	Prepaid and other current assets	9,916		1,898
Derivative liabilities:
Commodity	Accrued expenses and other payables	$	6,066	$	2,983
Commodity	Other noncurrent liabilities	1,003		1,085
Foreign exchange	Accrued expenses and other payables	5,868		2,566

Derivative instruments, gain (loss)

The following table summarizes activities related to the Company's derivatives not designated as cash flow hedging instruments recognized in the condensed consolidated statements of earnings. All other activity related to the Company's derivatives not designated as cash flow hedging instruments was immaterial for the periods presented.

		Three Months Ended November 30,
Gain (Loss) on Derivatives Not Designated as Hedging Instruments (in thousands)	Primary Location	2023		2022
Commodity	Cost of goods sold	$	(72)	$	(3,085)
Foreign exchange	SG&A expenses	3,539		3,462

The following table summarizes activities related to the Company's derivatives designated as cash flow hedging instruments recognized in the condensed consolidated statements of comprehensive income and condensed consolidated statements of earnings, respectively. Amounts presented do not include the effects of foreign currency translation adjustments.

	Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Other Comprehensive Income (Loss), Net of Income Taxes (in thousands)					Amount of Gain Reclassified from AOCI into Earnings on Derivatives (in thousands)
	Three Months Ended November 30,					Three Months Ended November 30,
	2023		2022		Primary Location	2023		2022
Commodity	$	(42,952)	$	68,039	Cost of goods sold	$	1,765	$	8,605
Foreign exchange	7		6		SG&A expenses	61		61

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FAIR VALUE (Tables)

3 Months Ended

Nov. 30, 2023

Fair Value Disclosures [Abstract]

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

The following table summarizes 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)	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of November 30, 2023:
Assets:
Investment deposit accounts (1)	$	553,443	$	553,443	$	—	$	—
Commodity derivative assets (2)	144,964		607		—		144,357
Foreign exchange derivative assets (2)	9,916		—		9,916		—
Liabilities:
Commodity derivative liabilities (2)	7,069		7,069		—		—
Foreign exchange derivative liabilities (2)	5,868		—		5,868		—
As of August 31, 2023:
Assets:
Investment deposit accounts (1)	$	508,227	$	508,227	$	—	$	—
Commodity derivative assets (2)	195,689		1,264		—		194,425
Foreign exchange derivative assets (2)	1,898		—		1,898		—
Liabilities:
Commodity derivative liabilities (2)	4,068		4,068		—		—
Foreign exchange derivative liabilities (2)	2,566		—		2,566		—

__________________________________

(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. Derivatives classified as Level 3 are described below. Further discussion regarding the Company's use of derivative instruments is included in Note 8, Derivatives.

The fair value estimate of the Level 3 commodity derivatives are based on internally developed discounted cash flow models primarily utilizing unobservable inputs for which there is little or no market data. The Company forecasts future energy rates using a range of historical prices (the "floating rate"). The floating rate is the only significant unobservable input used in the Company's discounted cash flow models. Significantly higher or lower floating rates could have resulted in a material difference in our fair value measurement. The following table summarizes the range of floating rates used to measure the fair value of the Level 3 commodity derivatives at November 30, 2023 and August 31, 2023, which are applied uniformly across each of our Level 3 commodity derivatives:

	Floating rate (PLN)
	Low	High	Average
November 30, 2023	424	807	551
August 31, 2023	480	855	630

Fair value, net derivative asset (liability) measured on recurring basis, unobservable input reconciliation

Below is a reconciliation of the beginning and ending balances of the Level 3 commodity derivatives recognized in the condensed consolidated statements of comprehensive income. The fluctuation in energy rates over time causes volatility in the fair value estimates and is the primary reason for unrealized losses and gains included in other comprehensive income ("OCI") in the three months ended November 30, 2023 and 2022, respectively.                                     

(in thousands)	Three Months Ended November 30, 2023
Balance, September 1, 2023	$	194,425
Total activity, realized and unrealized:
Unrealized holding loss before reclassification (1)	(47,277)
Reclassification for gain included in net earnings (2)	(2,791)
Balance, November 30, 2023	$	144,357
(in thousands)	Three Months Ended November 30, 2022
Balance, September 1, 2022	$	143,500
Total activity, realized and unrealized:
Unrealized holding gain before reclassification (1)	104,197
Reclassification for gain included in net earnings (2)	(6,231)
Balance, November 30, 2022	$	241,466

__________________________________

(1) Unrealized holding gain (loss), net of foreign currency translation, less amounts reclassified are included in net unrealized gain (loss) on derivatives in the condensed consolidated statements of comprehensive income.

(2) Gains included in net earnings are recorded in cost of goods sold in the condensed consolidated statements of earnings.

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STOCK-BASED COMPENSATION PLANS (Tables)

3 Months Ended

Nov. 30, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangement, Restricted Stock Unit, Activity

Information for restricted stock units and performance stock units accounted for as equity awards is as follows:

	Shares	Weighted Average Fair Value
Outstanding as of August 31, 2023	1,777,591	$	37.01
Granted	1,060,992	47.68
Vested	(1,218,683)	37.80
Forfeited	(14,436)	39.02
Outstanding as of November 30, 2023	1,605,464	$	43.45

	Shares	Weighted Average Fair Value
Outstanding as of August 31, 2022	1,993,630	$	27.59
Granted	1,423,909	35.78
Vested	(1,611,934)	25.13
Forfeited	(2,259)	31.00
Outstanding as of November 30, 2022	1,803,346	$	36.26

Schedule of Stock-based Compensation Expense

The following table summarizes total stock-based compensation expense, including fair value remeasurements, which was primarily included in SG&A expenses in the Company's condensed consolidated statements of earnings:

	Three Months Ended November 30,
(in thousands)	2023		2022
Stock-based compensation expense	$	8,059	$	16,675

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STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE (Tables)

3 Months Ended

Nov. 30, 2023

Earnings Per Share [Abstract]

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

The calculations of basic and diluted EPS were as follows: 

	Three Months Ended November 30,
(in thousands, except share and per share data)	2023		2022
Net earnings	$	176,273	$	261,774
Average basic shares outstanding	116,771,939		117,273,743
Effect of dilutive securities	1,582,974		1,651,699
Average diluted shares outstanding	118,354,913		118,925,442
Earnings per share:
Basic	$	1.51	$	2.23
Diluted	1.49		2.20

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BUSINESS SEGMENTS (Tables)

3 Months Ended

Nov. 30, 2023

Segment Reporting [Abstract]

Summary of certain financial information from continuing operations by reportable segment

The following is a summary of certain financial information by reportable segment and Corporate and Other.

	Three Months Ended November 30, 2023
(in thousands)	North America Steel Group		Europe Steel Group		Emerging Businesses Group		Corporate and Other		Total
Net sales from external customers	$	1,592,650	$	225,175	$	177,239	$	7,987	$	2,003,051
Adjusted EBITDA	266,820		38,942		30,862		(30,987)		305,637
Total assets at November 30, 2023	4,142,370		838,019		847,744		867,036		6,695,169

	Three Months Ended November 30, 2022
(in thousands)	North America Steel Group		Europe Steel Group		Emerging Businesses Group		Corporate and Other		Total
Net sales from external customers	$	1,664,161	$	386,503	$	170,534	$	6,115	$	2,227,313
Adjusted EBITDA	349,787		61,248		31,427		(39,726)		402,736
Total assets at August 31, 2023	4,166,521		927,468		874,330		670,775		6,639,094

Reconciliations of earnings from continuing operations to adjusted operating profit

The following table presents a reconciliation of net earnings to adjusted EBITDA:

	Three Months Ended November 30,
(in thousands)	2023		2022
Net earnings	$	176,273	$	261,774
Interest expense	11,756		13,045
Income taxes	48,422		76,725
Depreciation and amortization	69,186		51,183
Asset impairments	—		9
Adjusted EBITDA	$	305,637	$	402,736

Net sales by major product

The following tables display revenue by reportable segment and Corporate and Other from external customers, disaggregated by major product:

	Three Months Ended November 30, 2023
(in thousands)	North America Steel Group		Europe Steel Group		Emerging Businesses Group		Corporate and Other		Total
Major product:
Raw materials	$	313,655	$	3,714	$	—	$	—	$	317,369
Steel products	657,760		175,532		—		—		833,292
Downstream products	577,002		38,628		37,546		—		653,176
Construction products	—		—		77,759		—		77,759
Ground stabilization products	—		—		57,323		—		57,323
Other	44,233		7,301		4,611		7,987		64,132
Net sales from external customers	1,592,650		225,175		177,239		7,987		2,003,051
Intersegment net sales, eliminated on consolidation	19,637		576		4,787		(25,000)		—
Net sales	$	1,612,287	$	225,751	$	182,026	$	(17,013)	$	2,003,051

	Three Months Ended November 30, 2022
(in thousands)	North America Steel Group		Europe Steel Group		Emerging Businesses Group		Corporate and Other		Total
Major product:
Raw materials	$	293,320	$	4,867	$	—	$	—	$	298,187
Steel products	703,594		311,936		—		—		1,015,530
Downstream products	618,967		59,582		24,808		—		703,357
Construction products	—		—		83,567		—		83,567
Ground stabilization products	—		—		59,079		—		59,079
Other	48,280		10,118		3,080		6,115		67,593
Net sales from external customers	1,664,161		386,503		170,534		6,115		2,227,313
Intersegment net sales, eliminated on consolidation	25,854		532		8,778		(35,164)		—
Net sales	$	1,690,015	$	387,035	$	179,312	$	(29,049)	$	2,227,313

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI by Components) (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	$ (3,778)	$ (114,451)
Other comprehensive income before reclassifications(1)	(19,461)	111,230
Reclassification for (gain) loss (2)	(1,499)	(6,968)
Total other comprehensive income (loss), net of income taxes	(20,960)	104,262
Ending balance	(24,738)	(10,189)
Other comprehensive income, before reclassifications from derivatives, tax expense	10,100	(15,800)
Reclassifications for (gains) losses from derivatives included in net earnings, tax benefits	300	1,700
Foreign Currency Translation
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(126,045)	(245,897)
Other comprehensive income before reclassifications(1)	23,493	41,429
Reclassification for (gain) loss (2)	0	0
Total other comprehensive income (loss), net of income taxes	23,493	41,429
Ending balance	(102,552)	(204,468)
Derivatives
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	135,257	138,242
Other comprehensive income before reclassifications(1)	(42,945)	68,045
Reclassification for (gain) loss (2)	(1,499)	(6,970)
Total other comprehensive income (loss), net of income taxes	(44,444)	61,075
Ending balance	90,813	199,317
Defined Benefit Pension Plans
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(12,990)	(6,796)
Other comprehensive income before reclassifications(1)	(9)	1,756
Reclassification for (gain) loss (2)	0	2
Total other comprehensive income (loss), net of income taxes	(9)	1,758
Ending balance	$ (12,999)	$ (5,038)

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REVENUE RECOGNITION - Revenue Recognition Method (Details) - North America Steel Group - Recognized over Time	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Fabricated Product and Installation Services
Disaggregation of Revenue [Line Items]
Contract as percent of total segment revenue (percent)	9.00%	8.00%
Fabricated Product without Installation Services
Disaggregation of Revenue [Line Items]
Contract as percent of total segment revenue (percent)	11.00%	13.00%

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REVENUE RECOGNITION - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands	Nov. 30, 2023	Aug. 31, 2023
Revenue from Contract with Customer [Abstract]
Contract assets (included in other current assets)	$ 66,118	$ 67,641
Contract liabilities (included in accrued expenses and other payables)	$ 26,967	$ 28,377

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REVENUE RECOGNITION - Additional Information (Details) $ in Millions	3 Months Ended
	Nov. 30, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Revenue reclassified from contract liabilities	$ 16.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 840.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-12-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Remaining performance obligation (percent)	81.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-12-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year

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INVENTORIES, NET (Details) - USD ($) $ in Thousands	Nov. 30, 2023	Aug. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 284,583	$ 261,619
Work in process	7,846	6,844
Finished goods	736,257	767,119
Total	$ 1,028,686	$ 1,035,582

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INVENTORIES, NET - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Inventory Disclosure [Abstract]
Write-down of inventory	$ 10,655	$ 4,527

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GOODWILL AND OTHER INTANGIBLES (Changes in the Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Aug. 31, 2023
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	$ 396,002
Segment reassignment	0
Acquisition adjustments(1)	(3,250)
Foreign currency translation	(122)
Goodwill, gross, ending balance	392,874
Accumulated impairment losses, beginning balance	10,181
Segment reassignment	0
Accumulated impairment, foreign currency translation	(5)
Accumulated impairment losses, ending balance	10,186
Goodwill, net, beginning balance	385,821
Segment reassignment	0
Foreign currency translation	117
Goodwill, net, ending balance	382,688
North America
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	351,441
Segment reassignment	(351,441)
Foreign currency translation	0
Goodwill, gross, ending balance	0
Accumulated impairment losses, beginning balance	10,036
Segment reassignment		$ (10,036)
Accumulated impairment, foreign currency translation	0
Accumulated impairment losses, ending balance	0
Goodwill, net, beginning balance	341,405
Segment reassignment	(341,405)
Foreign currency translation	0
Goodwill, net, ending balance	0
Europe
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	44,561
Segment reassignment	(44,561)
Foreign currency translation	0
Goodwill, gross, ending balance	0
Accumulated impairment losses, beginning balance	145
Segment reassignment		$ (145)
Accumulated impairment, foreign currency translation	0
Accumulated impairment losses, ending balance	0
Goodwill, net, beginning balance	44,416
Segment reassignment	(44,416)
Foreign currency translation	0
Goodwill, net, ending balance	0
North America Steel Group
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	0
Segment reassignment	126,915
Foreign currency translation	0
Goodwill, gross, ending balance	126,915
Accumulated impairment losses, beginning balance	0
Segment reassignment	(9,542)
Accumulated impairment, foreign currency translation	0
Accumulated impairment losses, ending balance	9,542
Goodwill, net, beginning balance	0
Segment reassignment	117,373
Foreign currency translation	0
Goodwill, net, ending balance	117,373
Europe Steel Group
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	0
Segment reassignment	4,075
Foreign currency translation	(128)
Goodwill, gross, ending balance	4,203
Accumulated impairment losses, beginning balance	0
Segment reassignment	(146)
Accumulated impairment, foreign currency translation	(5)
Accumulated impairment losses, ending balance	151
Goodwill, net, beginning balance	0
Segment reassignment	3,929
Foreign currency translation	123
Goodwill, net, ending balance	4,052
Emerging Businesses Group
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	0
Segment reassignment	265,012
Acquisition adjustments(1)	(3,250)
Foreign currency translation	6
Goodwill, gross, ending balance	261,756
Accumulated impairment losses, beginning balance	0
Segment reassignment	(493)
Accumulated impairment, foreign currency translation	0
Accumulated impairment losses, ending balance	493
Goodwill, net, beginning balance	0
Segment reassignment	264,519
Foreign currency translation	(6)
Goodwill, net, ending balance	$ 261,263

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GOODWILL AND OTHER INTANGIBLES - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Nov. 30, 2023	Aug. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 244,705	$ 244,025
Accumulated Amortization	49,648	42,070
Net	195,057	201,955
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	7,203	7,203
Accumulated Amortization	5,814	5,570
Net	1,389	1,633
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	74,607	74,582
Accumulated Amortization	10,026	7,606
Net	64,581	66,976
Developed technologies
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	150,900	150,445
Accumulated Amortization	29,912	25,228
Net	120,988	125,217
Perpetual lease rights
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,172	5,984
Accumulated Amortization	957	910
Net	5,215	5,074
Trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,300	3,287
Accumulated Amortization	1,218	1,129
Net	2,082	2,158
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,300	2,300
Accumulated Amortization	1,591	1,502
Net	709	798
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	223	224
Accumulated Amortization	130	125
Net	$ 93	$ 99

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GOODWILL AND OTHER INTANGIBLES - Schedule of Indefinite Lived Assets (Details) - USD ($) $ in Thousands	Nov. 30, 2023	Aug. 31, 2023
Indefinite-Lived Intangible Assets [Line Items]
Indefinite-Lived Intangible Assets (Excluding Goodwill)	$ 57,242	$ 57,206
Trade names
Indefinite-Lived Intangible Assets [Line Items]
Indefinite-Lived Intangible Assets (Excluding Goodwill)	54,092	54,056
In Process Research and Development
Indefinite-Lived Intangible Assets [Line Items]
Indefinite-Lived Intangible Assets (Excluding Goodwill)	2,400	2,400
Non-compete agreements
Indefinite-Lived Intangible Assets [Line Items]
Indefinite-Lived Intangible Assets (Excluding Goodwill)	$ 750	$ 750

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GOODWILL AND OTHER INTANGIBLES (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Business Acquisition [Line Items]
Goodwill Subject To Qualitive Testing	$ 285.0
Goodwill Subject To Quantitative Testing	100.8
Amortization	7.5	$ 6.1
Amortization in cost of goods sold	4.7	4.6
Amortization in selling, general and administrative expense	$ 2.8	$ 1.5

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GOODWILL AND OTHER INTANGIBLES - Schedule of Finite-Lived Intangible Assets Estimated Remaining Amortization Expense (Details) $ in Thousands	Nov. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2024	$ 20,898
2025	26,362
2026	25,138
2027	25,041
2028	$ 23,031

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CREDIT ARRANGEMENTS (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands	Nov. 30, 2023	Aug. 31, 2023
Debt Instrument [Line Items]
Total debt	$ 1,164,269	$ 1,164,991
Less debt issuance costs	(14,397)	(14,840)
Total amounts outstanding	1,154,470	1,154,797
Less current maturities of long-term debt	(33,998)	(40,513)
Long-term debt	$ 1,120,472	1,114,284
2030 Notes
Debt Instrument [Line Items]
Weighted average interest rate	4.125%
Total debt	$ 300,000	300,000
2031 Notes
Debt Instrument [Line Items]
Weighted average interest rate	3.875%
Total debt	$ 300,000	300,000
2032 Notes
Debt Instrument [Line Items]
Weighted average interest rate	4.375%
Total debt	$ 300,000	300,000
Series 2022 Bonds, due 2047
Debt Instrument [Line Items]
Weighted average interest rate	4.00%
Total debt	$ 145,060	145,060
Plus unamortized bond premium	4,598	$ 4,646
Short-term borrowings
Debt Instrument [Line Items]
Weighted average interest rate, short term		7.80%
Total debt	$ 0	$ 8,419
Other
Debt Instrument [Line Items]
Weighted average interest rate	4.547%
Total debt	$ 15,859	16,042
Finance leases
Debt Instrument [Line Items]
Weighted average interest rate	5.037%
Total debt	$ 103,350	$ 95,470

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CREDIT ARRANGEMENTS (Narrative) (Details) zł in Millions	3 Months Ended
	Nov. 30, 2023 USD ($)	Nov. 30, 2022 USD ($)	Nov. 30, 2023 PLN (zł)	Aug. 31, 2023 USD ($)	Aug. 31, 2023 PLN (zł)
Debt Instrument [Line Items]
Capitalized interest	$ 1,200,000	$ 4,600,000
CMCP
Debt Instrument [Line Items]
Revolving credit facility current borrowing capacity	150,000,000		zł 600.0	$ 145,400,000
Revolving credit facility, amount drawn	0			0
Poland Program
Debt Instrument [Line Items]
Transfer of accounts receivable program limit	72,000,000		zł 288.0	69,800,000
Advances outstanding under transfer of receivables programs				8,400,000	zł 34.7
Standby Letters of Credit
Debt Instrument [Line Items]
Stand by letters of credit outstanding amount	900,000
Poland Term Loan | CMCP
Debt Instrument [Line Items]
Stand by letters of credit outstanding amount	1,400,000			$ 16,300,000
Line of Credit | Revolving credit facility
Debt Instrument [Line Items]
Face amount of debt	600,000,000
Line of Credit | Secured Debt | Senior Secured Term Loan Facility
Debt Instrument [Line Items]
Face amount of debt	$ 200,000,000

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DERIVATIVES (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Aug. 31, 2023
Derivative [Line Items]
Cash flow hedging instruments expected to be reclassified into earnings within the next twelve months	$ 5.4
Foreign exchange
Derivative [Line Items]
Derivative notional amount	284.9	$ 221.4
Commodity
Derivative [Line Items]
Derivative notional amount	$ 481.0	$ 456.4

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DERIVATIVES (Commodity Contract Commitments) (Details) MWh in Thousands	3 Months Ended
	Nov. 30, 2023 MMBTU MWh t
Aluminum | Long
Derivative [Line Items]
Commodity contract commitments	2,525
Aluminum | Short
Derivative [Line Items]
Commodity contract commitments	1,150
Copper | Long
Derivative [Line Items]
Commodity contract commitments	612
Copper | Short
Derivative [Line Items]
Commodity contract commitments	10,433
Electricity | Long
Derivative [Line Items]
Commodity contract commitment, energy | MWh	3,257
Natural Gas | Long
Derivative [Line Items]
Commodity contract commitment, energy | MMBTU	5,150,550

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DERIVATIVES - Schedule of Derivative Location On Balance Sheet (Details) - USD ($) $ in Thousands	Nov. 30, 2023	Aug. 31, 2023
Commodity | Prepaid Expenses and Other Current Assets
Derivatives, Fair Value [Line Items]
Derivative assets (other current assets)	$ 9,025	$ 11,427
Commodity | Other Noncurrent Assets
Derivatives, Fair Value [Line Items]
Derivative assets (other current assets)	135,939	184,261
Commodity | Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities (accrued expenses and other payables)	6,066	2,983
Commodity | Other Noncurrent Liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities (accrued expenses and other payables)	1,003	1,085
Foreign exchange | Prepaid Expenses and Other Current Assets
Derivatives, Fair Value [Line Items]
Derivative assets (other current assets)	9,916	1,898
Foreign exchange | Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities (accrued expenses and other payables)	$ 5,868	$ 2,566

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DERIVATIVES (Derivatives Not Designated as Hedging Instruments) (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Other Comprehensive Income (Loss), Net of Income Taxes (in thousands)	$ (42,945)	$ 68,045
Commodity
Derivative Instruments, Gain (Loss) [Line Items]
Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Other Comprehensive Income (Loss), Net of Income Taxes (in thousands)	(42,952)	68,039
Commodity | Cost of goods sold
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) on Derivatives Not Designated as Hedging Instruments (in thousands)	(72)	(3,085)
Amount of Gain Reclassified from AOCI into Earnings on Derivatives (in thousands)	1,765	8,605
Foreign exchange
Derivative Instruments, Gain (Loss) [Line Items]
Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Other Comprehensive Income (Loss), Net of Income Taxes (in thousands)	7	6
Foreign exchange | SG&A expenses
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) on Derivatives Not Designated as Hedging Instruments (in thousands)	3,539	3,462
Amount of Gain Reclassified from AOCI into Earnings on Derivatives (in thousands)	$ 61	$ 61

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FAIR VALUE (Financial Assets and Financial Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($)	Nov. 30, 2023	Aug. 31, 2023	Nov. 30, 2022
Significant Unobservable Inputs (Level 3) | Minimum | Commodity | Valuation Technique, Discounted Cash Flow
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Energy floating rate	$ 424		$ 480
Significant Unobservable Inputs (Level 3) | Maximum | Commodity | Valuation Technique, Discounted Cash Flow
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Energy floating rate	807		855
Significant Unobservable Inputs (Level 3) | Average | Commodity | Valuation Technique, Discounted Cash Flow
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Energy floating rate	551		$ 630
Fair value, measurements, recurring | Money market investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market investments	553,443,000	$ 508,227,000
Fair value, measurements, recurring | Commodity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	144,964,000	195,689,000
Derivative liabilities	7,069,000	4,068,000
Fair value, measurements, recurring | Foreign exchange
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	9,916,000	1,898,000
Derivative liabilities	5,868,000	2,566,000
Fair value, measurements, recurring | 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	553,443,000	508,227,000
Fair value, measurements, recurring | 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	607,000	1,264,000
Derivative liabilities	7,069,000	4,068,000
Fair value, measurements, recurring | 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
Fair value, measurements, recurring | 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
Fair value, measurements, recurring | 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
Fair value, measurements, recurring | Significant Other Observable Inputs (Level 2) | Foreign exchange
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	9,916,000	1,898,000
Derivative liabilities	5,868,000	2,566,000
Fair value, measurements, recurring | 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
Fair value, measurements, recurring | Significant Unobservable Inputs (Level 3) | Commodity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	144,357,000	194,425,000
Derivative liabilities	0	0
Fair value, measurements, recurring | 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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Fair Value (Reconciliation of Commodity Derivative Recognized in Other Comprehensive Income) (Details) - Commodity - Significant Unobservable Inputs (Level 3) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 194,425	$ 143,500
Unrealized holding gain before reclassification	(47,277)	104,197
Reclassification for gain included in net earnings	(2,791)	(6,231)
Ending balance	$ 144,357	$ 241,466

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FAIR VALUE - Narrative (Details) - USD ($) $ in Millions	Nov. 30, 2023	Aug. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-Term Debt	$ 1,000.0	$ 1,000.0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-Term Debt	$ 900.7	$ 900.9

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STOCK-BASED COMPENSATION PLANS (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022	Nov. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period in years	3 years
Stock-based compensation	$ 8,059	$ 16,675	$ 16,675
Liability method awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	188,453	242,267
Equivalent shares outstanding	463,334
Equivalent shares expected to vest	440,167

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STOCK-BASED COMPENSATION PLANS - Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) - $ / shares	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Shares
Beginning balance (in shares)	1,777,591	1,993,630
Granted (in shares)	1,060,992	1,423,909
Vested (in shares)	(1,218,683)	(1,611,934)
Forfeited (in shares)	(14,436)	(2,259)
Ending balance (in shares)	1,605,464	1,803,346
Weighted Average Fair Value
Beginning balance (in dollars per share)	$ 37.01	$ 27.59
Granted (in dollars per share)	47.68	35.78
Vested (in dollars per share)	37.80	25.13
Forfeited (in dollars per share)	39.02	31.00
Ending balance (in dollars per share)	$ 43.45	$ 36.26

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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
	Nov. 30, 2023	Nov. 30, 2022
Earnings Per Share [Abstract]
Net earnings	$ 176,273	$ 261,774
Average basic shares outstanding (shares)	116,771,939	117,273,743
Effect of dilutive securities (shares)	1,582,974	1,651,699
Average diluted shares outstanding (shares)	118,354,913	118,925,442
Earnings per share:
Basic (in USD per share)	$ 1.51	$ 2.23
Diluted (in USD per share)	$ 1.49	$ 2.20

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STOCKHOLDERS EQUITY AND EARNINGS PER SHARE (Narrative) (Details) - USD ($)	3 Months Ended
	Nov. 30, 2023	Oct. 31, 2021
Earnings Per Share [Abstract]
Stock repurchase program, authorized amount		$ 350,000,000
Treasury stock acquired, shares	621,643
Treasury stock acquired (in dollars per share)	$ 45.70
Stock repurchase program, remaining authorized repurchase amount	$ 58,300,000

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COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - CERCLA sites - USD ($) $ in Millions	Nov. 30, 2023	Aug. 31, 2023
Loss Contingencies [Line Items]
Accrual for environmental loss contingencies	$ 3.7	$ 4.5
Accrued environmental loss contingencies, noncurrent	$ 1.7	$ 2.0

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BUSINESS SEGMENTS (Narrative) (Details)	3 Months Ended
	Nov. 30, 2023 segments
Segment Reporting [Abstract]
Number of reporting segments	3

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BUSINESS SEGMENTS (Summary of Certain Financial Information from Continuing Operations by Reportable Segment and Major Product) (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022	Aug. 31, 2023
Segment Reporting Information [Line Items]
Net sales	$ 2,003,051	$ 2,227,313
Adjusted EBITDA	305,637	402,736
Total assets	6,695,169	6,639,094	$ 6,639,094
Raw materials
Segment Reporting Information [Line Items]
Net sales	317,369	298,187
Steel products
Segment Reporting Information [Line Items]
Net sales	833,292	1,015,530
Downstream products
Segment Reporting Information [Line Items]
Net sales	653,176	703,357
Construction products
Segment Reporting Information [Line Items]
Net sales	77,759	83,567
Ground stabilization products
Segment Reporting Information [Line Items]
Net sales	57,323	59,079
Other
Segment Reporting Information [Line Items]
Net sales	64,132	67,593
North America Steel Group
Segment Reporting Information [Line Items]
Net sales	1,612,287	1,690,015
Europe Steel Group
Segment Reporting Information [Line Items]
Net sales	225,751	387,035
Emerging Businesses Group
Segment Reporting Information [Line Items]
Net sales	182,026	179,312
Corporate and Other
Segment Reporting Information [Line Items]
Net sales	(17,013)	(29,049)
Segments | North America Steel Group
Segment Reporting Information [Line Items]
Net sales	1,592,650	1,664,161
Adjusted EBITDA	266,820	349,787
Total assets	4,142,370	4,166,521
Segments | North America Steel Group | Raw materials
Segment Reporting Information [Line Items]
Net sales	313,655	293,320
Segments | North America Steel Group | Steel products
Segment Reporting Information [Line Items]
Net sales	657,760	703,594
Segments | North America Steel Group | Downstream products
Segment Reporting Information [Line Items]
Net sales	577,002	618,967
Segments | North America Steel Group | Construction products
Segment Reporting Information [Line Items]
Net sales	0	0
Segments | North America Steel Group | Ground stabilization products
Segment Reporting Information [Line Items]
Net sales	0	0
Segments | North America Steel Group | Other
Segment Reporting Information [Line Items]
Net sales	44,233	48,280
Segments | Europe Steel Group
Segment Reporting Information [Line Items]
Net sales	225,175	386,503
Adjusted EBITDA	38,942	61,248
Total assets	838,019	927,468
Segments | Europe Steel Group | Raw materials
Segment Reporting Information [Line Items]
Net sales	3,714	4,867
Segments | Europe Steel Group | Steel products
Segment Reporting Information [Line Items]
Net sales	175,532	311,936
Segments | Europe Steel Group | Downstream products
Segment Reporting Information [Line Items]
Net sales	38,628	59,582
Segments | Europe Steel Group | Construction products
Segment Reporting Information [Line Items]
Net sales	0	0
Segments | Europe Steel Group | Ground stabilization products
Segment Reporting Information [Line Items]
Net sales	0	0
Segments | Europe Steel Group | Other
Segment Reporting Information [Line Items]
Net sales	7,301	10,118
Segments | Emerging Businesses Group
Segment Reporting Information [Line Items]
Net sales	177,239	170,534
Adjusted EBITDA	30,862	31,427
Total assets	847,744	874,330
Segments | Emerging Businesses Group | Raw materials
Segment Reporting Information [Line Items]
Net sales	0	0
Segments | Emerging Businesses Group | Steel products
Segment Reporting Information [Line Items]
Net sales	0	0
Segments | Emerging Businesses Group | Downstream products
Segment Reporting Information [Line Items]
Net sales	37,546	24,808
Segments | Emerging Businesses Group | Construction products
Segment Reporting Information [Line Items]
Net sales	77,759	83,567
Segments | Emerging Businesses Group | Ground stabilization products
Segment Reporting Information [Line Items]
Net sales	57,323	59,079
Segments | Emerging Businesses Group | Other
Segment Reporting Information [Line Items]
Net sales	4,611	3,080
Segments | Corporate and Other
Segment Reporting Information [Line Items]
Net sales	7,987	6,115
Adjusted EBITDA	(30,987)	(39,726)
Total assets	867,036	670,775
Segments | Corporate and Other | Raw materials
Segment Reporting Information [Line Items]
Net sales	0	0
Segments | Corporate and Other | Steel products
Segment Reporting Information [Line Items]
Net sales	0	0
Segments | Corporate and Other | Downstream products
Segment Reporting Information [Line Items]
Net sales	0	0
Segments | Corporate and Other | Construction products
Segment Reporting Information [Line Items]
Net sales	0	0
Segments | Corporate and Other | Ground stabilization products
Segment Reporting Information [Line Items]
Net sales	0	0
Segments | Corporate and Other | Other
Segment Reporting Information [Line Items]
Net sales	7,987	6,115
Intersegment | North America Steel Group
Segment Reporting Information [Line Items]
Net sales	19,637	25,854
Intersegment | Europe Steel Group
Segment Reporting Information [Line Items]
Net sales	576	532
Intersegment | Emerging Businesses Group
Segment Reporting Information [Line Items]
Net sales	4,787	8,778
Intersegment | Corporate and Other
Segment Reporting Information [Line Items]
Net sales	$ (25,000)	$ (35,164)

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BUSINESS SEGMENTS (Reconciliations of Earnings from Continuing Operations to Adjusted Operating Profit) (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Segment Reporting [Abstract]
Net earnings	$ 176,273	$ 261,774
Interest expense	11,756	13,045
Income taxes	48,422	76,725
Depreciation and amortization	69,186	51,183
Asset impairments	0	9
Adjusted EBITDA	$ 305,637	$ 402,736