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COMMERCIAL METALS Co - Quarter Report: 2022 May (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 10-Q 
___________________________________
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2022
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)
cmc-20220531_g1.jpg 
Delaware75-0725338
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.01 par valueCMCNew 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 filerAccelerated filer
Non-accelerated filer  Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 
Yes      No  
As of June 21, 2022, 120,490,407 shares of the registrant's common stock, par value $0.01 per share, were outstanding.



COMMERCIAL METALS COMPANY AND SUBSIDIARIES
TABLE OF CONTENTS
 



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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
Three Months Ended May 31,Nine Months Ended May 31,
(in thousands, except share and per share data)2022202120222021
Net sales$2,515,727 $1,845,041 $6,506,416 $4,699,114 
Costs and operating expenses (income):
Cost of goods sold1,956,459 1,533,768 5,157,834 3,936,930 
Selling, general and administrative expenses139,556 134,357 391,119 368,882 
Interest expense13,433 11,965 36,479 40,245 
Loss on debt extinguishment39 — 16,091 16,841 
Asset impairments3,245 277 4,473 4,345 
Gain on sale of assets(2,024)(3,909)(276,106)(9,390)
Net costs and operating expenses2,110,708 1,676,458 5,329,890 4,357,853 
Earnings before income taxes405,019 168,583 1,176,526 341,261 
Income taxes92,590 38,175 247,894 80,709 
Net earnings$312,429 $130,408 $928,632 $260,552 
Earnings per share:
Basic$2.58 $1.08 $7.66 $2.17 
Diluted$2.54 $1.07 $7.55 $2.14 
Average basic shares outstanding121,247,105 120,613,652 121,277,553 120,241,579 
Average diluted shares outstanding122,799,869 122,193,655 122,927,291 121,852,144 
See notes to condensed consolidated financial statements.


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COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended May 31,Nine Months Ended May 31,
(in thousands)2022202120222021
Net earnings$312,429 $130,408 $928,632 $260,552 
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustment after reclassification(14,668)11,775 (68,817)4,852 
Derivatives:
Unrealized holding gain
25,927 12,145 81,378 21,032 
Reclassification for realized gain
(5,107)(616)(13,453)(929)
Net unrealized gain on derivatives
20,820 11,529 67,925 20,103 
Defined benefit plans loss after amortization of prior service costs and net actuarial losses(6)(14)(18)(41)
Total other comprehensive income (loss), net of income taxes
6,146 23,290 (910)24,914 
Comprehensive income
$318,575 $153,698 $927,722 $285,466 
See notes to condensed consolidated financial statements.
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COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share data)May 31, 2022August 31, 2021
Assets
Current assets:
Cash and cash equivalents$410,265 $497,745 
Restricted cash126,264 3,384 
Accounts receivable (less allowance for doubtful accounts of $5,070 and $5,553)
1,330,279 1,105,580 
Inventories, net1,346,286 935,387 
Prepaid and other current assets230,414 169,649 
Assets held for sale60 25,083 
Total current assets3,443,568 2,736,828 
Property, plant and equipment, net1,808,392 1,566,123 
Intangible assets, net266,440 10,101 
Goodwill253,563 66,137 
Other noncurrent assets331,739 259,482 
Total assets$6,103,702 $4,638,671 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable$492,947 $450,723 
Accrued expenses and other payables474,653 475,384 
Current maturities of long-term debt and short-term borrowings423,091 54,366 
Total current liabilities1,390,691 980,473 
Deferred income taxes223,979 112,067 
Other noncurrent liabilities231,385 235,607 
Long-term debt1,115,478 1,015,415 
Total liabilities2,961,533 2,343,562 
Commitments and contingencies (Note 15)
Stockholders' equity:
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 120,490,407 and 120,586,589 shares
1,290 1,290 
Additional paid-in capital375,386 368,064 
Accumulated other comprehensive loss(85,730)(84,820)
Retained earnings3,040,554 2,162,925 
Less treasury stock 8,570,257 and 8,474,075 shares at cost
(189,563)(152,582)
Stockholders' equity3,141,937 2,294,877 
Stockholders' equity attributable to non-controlling interests232 232 
Total stockholders' equity3,142,169 2,295,109 
Total liabilities and stockholders' equity$6,103,702 $4,638,671 
See notes to condensed consolidated financial statements.
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COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 Nine Months Ended May 31,
(in thousands)20222021
Cash flows from (used by) operating activities:
Net earnings$928,632 $260,552 
Adjustments to reconcile net earnings to cash flows from (used by) operating activities:
Depreciation and amortization125,943 125,176 
Deferred income taxes and other long-term taxes64,241 (17,175)
Stock-based compensation37,856 35,558 
Loss on debt extinguishment16,052 16,841 
Asset impairments4,473 4,345 
Other1,449 243 
Amortization of acquired unfavorable contract backlog— (4,540)
Net gain on disposals of assets(276,106)(9,390)
Changes in operating assets and liabilities(660,793)(317,378)
Net cash flows from operating activities
241,747 94,232 
Cash flows from (used by) investing activities:
Acquisitions, net of cash acquired(552,449)— 
Proceeds from the sale of property, plant and equipment and other314,971 25,890 
Capital expenditures(294,346)(127,395)
Proceeds from insurance3,081 — 
Other— (2,500)
Net cash flows used by investing activities
(528,743)(104,005)
Cash flows from (used by) financing activities:
Proceeds from issuance of long-term debt, net740,403 309,187 
Repayments of long-term debt(319,706)(361,855)
Debt extinguishment costs(13,642)(13,128)
Debt issuance costs(3,064)(2,830)
Proceeds from accounts receivable facilities327,665 145,864 
Repayments under accounts receivable facilities(290,666)(118,312)
Treasury stock acquired(55,597)— 
Dividends(51,003)(43,295)
Stock issued under incentive and purchase plans, net of forfeitures(10,132)(3,807)
Contribution from non-controlling interest— 19 
Net cash flows from (used by) financing activities
324,258 (88,157)
Effect of exchange rate changes on cash(1,862)(423)
Increase (decrease) in cash, restricted cash and cash equivalents
35,400 (98,353)
Cash, restricted cash and cash equivalents at beginning of period501,129 544,964 
Cash, restricted cash and cash equivalents at end of period$536,529 $446,611 
See notes to condensed consolidated financial statements.
Supplemental information:Nine Months Ended May 31,
(in thousands)20222021
Cash paid for income taxes$189,491 $59,041 
Cash paid for interest34,394 43,403 
Noncash activities:
Liabilities related to additions of property, plant and equipment$50,948 $16,601 
Cash and cash equivalents$410,265 $443,120 
Restricted cash126,264 3,491 
Total cash, restricted cash and cash equivalents$536,529 $446,611 
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COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
Three Months Ended May 31, 2022
 Common Stock Treasury Stock 
(in thousands, except share and per share data)Number of
Shares
AmountAdditional Paid-In
Capital
Accumulated
Other Comprehensive
Loss
Retained
Earnings
Number of
Shares
Amount Non-controlling
Interest
Total
Balance, March 1, 2022129,060,664 $1,290 $366,162 $(91,876)$2,745,117 (7,564,796)$(150,978)$232 $2,869,947 
Net earnings312,429 312,429 
Other comprehensive income6,146 6,146 
Dividends ($0.14 per share)
(16,992)(16,992)
Treasury stock acquired(1,006,387)(38,587)(38,587)
Issuance of stock under incentive and purchase plans, net of forfeitures585 926 587 
Stock-based compensation8,639 8,639 
Balance, May 31, 2022129,060,664 $1,290 $375,386 $(85,730)$3,040,554 (8,570,257)$(189,563)$232 $3,142,169 
Nine Months Ended May 31, 2022
 Common Stock Treasury Stock 
(in thousands, except share and per share data)Number of
Shares
AmountAdditional Paid-In
Capital
Accumulated
Other Comprehensive
Loss
Retained
Earnings
Number of
Shares
AmountNon-controlling
Interest
Total
Balance, September 1, 2021129,060,664 $1,290 $368,064 $(84,820)$2,162,925 (8,474,075)$(152,582)$232 $2,295,109 
Net earnings928,632 928,632 
Other comprehensive loss(910)(910)
Dividends ($0.42 per share)
(51,003)(51,003)
Treasury stock acquired(1,501,387)(55,597)(55,597)
Issuance of stock under incentive and purchase plans, net of forfeitures(28,748)1,405,205 18,616 (10,132)
Stock-based compensation26,979 26,979 
Reclassification of share-based liability awards9,091 9,091 
Balance, May 31, 2022129,060,664 $1,290 $375,386 $(85,730)$3,040,554 (8,570,257)$(189,563)$232 $3,142,169 
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Three Months Ended May 31, 2021
 Common Stock Treasury Stock 
(in thousands, except share and per share data)Number of
Shares
AmountAdditional Paid-In
Capital
Accumulated
Other Comprehensive
Loss
Retained
Earnings
Number of
Shares
AmountNon-controlling
Interest
Total
Balance, March 1, 2021129,060,664 $1,290 $354,620 $(102,140)$1,909,443 (8,552,449)$(153,952)$231 $2,009,492 
Net earnings130,408 130,408 
Other comprehensive income23,290 23,290 
Dividends ($0.12 per share)
(14,768)(14,768)
Issuance of stock under incentive and purchase plans, net of forfeitures(633)77,556 1,362 729 
Stock-based compensation7,446 7,446 
Balance, May 31, 2021129,060,664 $1,290 $361,433 $(78,850)$2,025,083 (8,474,893)$(152,590)$231 $2,156,597 
Nine Months Ended May 31, 2021
 Common Stock Treasury Stock 
(in thousands, except share and per share data)Number of
Shares
AmountAdditional Paid-In
Capital
Accumulated
Other Comprehensive
Loss
Retained
Earnings
Number of
Shares
AmountNon-controlling
Interest
Total
Balance, September 1, 2020129,060,664 $1,290 $358,912 $(103,764)$1,807,826 (9,839,759)$(175,063)$212 $1,889,413 
Net earnings260,552 260,552 
Other comprehensive income24,914 24,914 
Dividends ($0.36 per share)
(43,295)(43,295)
Issuance of stock under incentive and purchase plans, net of forfeitures(26,280)1,364,866 22,473 (3,807)
Stock-based compensation23,381 23,381 
Contribution of non-controlling interest19 19 
Reclassification of share-based liability awards5,420 5,420 
Balance, May 31, 2021129,060,664 $1,290 $361,433 $(78,850)$2,025,083 (8,474,893)$(152,590)$231 $2,156,597 
See notes to condensed consolidated financial statements.

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COMMERCIAL METALS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") on a basis consistent with that used in the Annual Report on Form 10-K for the year ended August 31, 2021 (the "2021 Form 10-K") filed by Commercial Metals Company ("CMC," and together with its consolidated subsidiaries, the "Company") with the Securities and Exchange Commission (the "SEC") and include all normal recurring adjustments necessary to present fairly the condensed consolidated balance sheets and the condensed consolidated statements of earnings, comprehensive income, cash flows and stockholders' equity for the periods indicated. These notes should be read in conjunction with the consolidated financial statements and notes included in the 2021 Form 10-K. The results of operations for the three and nine month periods are not necessarily indicative of the results to be expected for the full fiscal year. Any reference in this Form 10-Q to the "corresponding period" relates to the relevant three or nine month period ended May 31, 2021.

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

In October 2021, the Financial Accounting Standards Board issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This standard is effective for annual periods beginning after December 15, 2022, including interim periods therein, with early adoption permitted. The guidance will be applied prospectively to acquisitions occurring on or after the effective date. The Company will continue to evaluate the impact of this guidance, which will depend on the contract assets and liabilities acquired in future business combinations.

In November 2021, the Financial Accounting Standards Board issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance. ASU 2021-10 aims to increase the transparency of government assistance through the disclosure of the types of assistance, an entity's accounting for the assistance and the effect of the assistance on an entity's financial statements. This standard is effective for annual periods beginning after December 15, 2021, with early adoption permitted. The Company will continue to evaluate the impact of this guidance based on government assistance received.

NOTE 2. ACQUISITION

On April 25, 2022 (the "Acquisition Date"), the Company completed the acquisition of TAC Acquisition Corp. ("Tensar"). The total cash purchase price, net of $19.6 million cash acquired, was approximately $550 million, subject to customary purchase price adjustments, and was funded through domestic cash on-hand.

Tensar is a leading global provider of innovative ground stabilization and soil reinforcement solutions through two major product lines: Tensar® geogrids and Geopier® foundation systems, which are complementary to the Company's existing concrete reinforcement product lines within North America and Europe. 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.

Tensar’s end customers include commercial, industrial and residential site developers, mining and oil and gas companies, transportation authorities, coastal and waterway authorities and waste management companies. Tensar serves customers in more than 80 national markets through its manufacturing facilities, the largest of which are located in Morrow, Georgia and Blackburn, England. The acquired operations in North America are presented within our North America reportable segment, and the remaining acquired operations are presented within our Europe reportable segment.

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The Company accounts for business combinations by recognizing the assets acquired and liabilities assumed at the Acquisition Date fair value. In valuing acquired assets and liabilities, fair value estimates were determined using Level 3 inputs, including expected future cash flows and discount rates. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the Acquisition Date, the Company’s estimates are inherently uncertain and subject to refinement. The results of operations of Tensar are reflected in the Company’s condensed consolidated financial statements from the Acquisition Date. The financial statements are not retrospectively adjusted for any adjustments that occur during the allowable one-year measurement period (the "Measurement Period"). Rather, any adjustments to provisional amounts identified during the Measurement Period will be recorded in the reporting period in which the adjustment is determined.

The table below presents the preliminary fair value that was allocated to Tensar's assets and liabilities based upon fair values as determined by the Company as of the Acquisition Date:

(in thousands)Estimated Fair Value
Cash and cash equivalents$19,551 
Accounts receivable38,188 
Inventories38,810 
Prepaid and other current assets14,143 
Defined benefit pension plan14,620 
Property, plant and equipment88,541 
Intangible assets260,500 
Goodwill187,861 
Other noncurrent assets19,430 
Accounts payable(12,468)
Accrued expenses and other payables(23,307)
Current maturities of long-term debt(3,277)
Deferred income taxes(48,683)
Other noncurrent liabilities(17,597)
Long-term debt(4,312)
Total assets acquired and liabilities assumed$572,000 

Inventories

The acquired inventory is comprised of finished goods, work in process and raw materials. The fair value of finished goods was calculated as the estimated selling price, adjusted for the selling costs, economic rents for use of intangibles assets involved with the disposal process and a reasonable profit margin. The fair value of work in process was calculated as the estimated selling price, adjusted for estimated costs to complete manufacturing, estimated selling costs and a reasonable profit margin. The fair value of raw materials approximates the historical carrying value or was calculated based on the estimated replacement cost. The portion of the total purchase accounting inventory adjustment recognized during the three and nine months ended May 31, 2022 was $2.2 million, which was reflected as cost of goods sold as the related inventory was sold.

Defined Benefit Pension Plan

The Company recognized a net asset of $14.6 million, representing the overfunded status of the acquired defined benefit pension plan. See Note 13, Employees' Retirement Plans, for more information on the acquired plan.

Property, Plant and Equipment

The fair value of real property was calculated using the cost approach for buildings and improvements and the sales comparison approach for land. The fair value of personal property was calculated using the cost approach. The cost approach measures the value by estimating the cost to acquire or construct comparable assets and adjusts for age and condition. The Company assigned real property a useful life ranging from 5 to 25 years and personal property a useful life ranging from 1 to 15 years.

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Goodwill

Goodwill from acquisitions represents the excess of the purchase price over the fair value of net assets acquired. The factors contributing to the amount of goodwill are based on strategic and synergistic benefits that are expected to be realized from the acquisition, due in part to the complementing markets for engineered construction ground reinforcement and concrete reinforcement. For the period ended May 31, 2022, the Company added $187.9 million of goodwill related to the Tensar acquisition. The recognized goodwill is not deductible for tax purposes.

Intangible Assets

The acquired intangible assets consist of:
(in thousands, except life in years)Life in YearsPreliminary Fair Value
Developed technologies
1 to 11 years
$147,900 
Trade names
8 to 9 years or indefinite
57,000 
Customer relationships
12 to 17 years
53,200 
In-process research and developmentIndefinite2,400 

The fair value of developed technology was calculated using the income approach under the excess earnings method and considers selling and marketing and research and development costs, which were allocated based on patent lifecycles.

The fair value of trade names was calculated using the income approach, under the relief from royalty method. The relief from royalty method considers revenue derived from the corporate and product-specific trade names, the strength and relevance of the trade names in the marketplace and management’s plans to utilize the trade names going forward.

The fair value of customer relationships was calculated using the income approach, under the with-and-without method. The with-and-without method considers opportunity costs associated with lost profits in the absence of the existing customer base.

The fair value of in-process research and development was calculated using the cost approach and considers development costs, profit mark-up and opportunity cost.

Deferred Income Taxes

Deferred income tax liabilities include the expected future U.S. federal, state and foreign tax consequences associated with temporary differences between the preliminary fair values of the assets acquired and liabilities assumed and the respective tax bases. Tax rates utilized in calculating the deferred tax liabilities represent the appropriate tax rate for each respective jurisdiction. Deferred tax liabilities may be adjusted during the Measurement Period as the Company finalizes tax returns for periods prior to the Acquisition Date.

Other Assets Acquired and Liabilities Assumed

The Company used historical carrying values for trade accounts receivable and payables, as well as certain other current and noncurrent assets and liabilities, as their carrying values represented the fair value of those items as of the Acquisition Date.

Financial Results

The following table summarizes the financial results of Tensar from the Acquisition Date through the end of the third quarter of fiscal 2022 that are included in the Company’s condensed consolidated statement of earnings and condensed consolidated statement of comprehensive income.

(in thousands)From the Acquisition Date to May 31, 2022
Net sales$27,962 
Earnings before income taxes1,656 

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Pro Forma Supplemental Information

Supplemental information on an unaudited pro forma basis is presented below as if the acquisition of Tensar occurred on September 1, 2020. The pro forma financial information is presented for comparative purposes only, based on certain factually supported estimates and assumptions, which the Company believes to be reasonable, but not necessarily indicative of future results of operations or the results that would have been reported if the acquisition had been completed on September 1, 2020. These results were not used as part of management's analysis of the financial results and performance of the Company. The pro forma adjustments do not reflect anticipated synergies, but rather include the nonrecurring impact of additional cost of sales from revalued inventory and the recurring income statement effects of fair value adjustments, such as depreciation and amortization. Further adjustments were made to remove the impact of Tensar's prior management fees, acquisition and integration expenses and interest on debt not assumed in the acquisition. The resulting tax effects of the business combination are also reflected below.

Three Months Ended May 31,Nine Months Ended May 31,
(in thousands)2022202120222021
Pro forma net sales$2,554,295 $1,908,133 $6,657,257 $4,854,727 
Pro forma net earnings318,736 134,854 942,369 261,218 

The pro forma results presented above include, but are not limited to, adjustments to remove the impact of $4.5 million and $7.6 million of acquisition and integration expenses from the three and nine months ended May 31, 2022, respectively. Results also reflect increased amortization expense from revalued intangible assets of $1.9 million and $8.1 million in the three and nine months ended May 31, 2022, respectively, and $3.1 million and $9.3 million in the three and nine months ended May 31, 2021, respectively. The three and nine months ended May 31, 2022 include adjustments to remove $2.2 million of increased cost of goods sold as a result of the revaluation of inventory, which similarly resulted in an $8.7 million increase to cost of goods sold in the nine months ended May 31, 2021.
NOTE 3. CHANGES IN BUSINESS

Facility Closure and Disposition

In October 2019, the Company closed the melting operations at its Rancho Cucamonga facility, which was part of the North America segment, and in August 2020, the Company announced plans to sell the facility. Additionally, in September 2021, the Company ceased operations at a rebar fabrication facility adjacent to the Rancho Cucamonga facility. Due to these closures, the Company recorded $13.4 million of expenses in the nine months ended May 31, 2021, all of which were recorded in the first two quarters of 2021, related to asset impairments, severance, pension curtailment, environmental obligations and vendor agreement terminations. Expenses recorded in the three and nine months ended May 31, 2022 were immaterial. The closures did not meet the criteria for discontinued operations.

As of August 31, 2021, the associated assets of the Rancho Cucamonga facility and the adjacent rebar fabrication facility ("the Rancho Cucamonga facilities"), comprised of property, plant and equipment, net, met the criteria for classification as held for sale. As such, the Company classified $24.9 million within assets held for sale in the Company's consolidated balance sheet as of August 31, 2021.

On September 29, 2021, the Company entered into a definitive agreement to sell the assets associated with the Rancho Cucamonga facilities. On December 28, 2021, the sale of the Rancho Cucamonga facilities was completed for gross proceeds of $313.0 million. A portion of the gross proceeds amounting to $39.0 million were set aside in a restricted cash account to facilitate the purchase of like-kind assets. In January 2022, the Company used $7.5 million of the restricted cash on a purchase of a like-kind asset. The remaining balance of $31.5 million was included in restricted cash as of May 31, 2022.
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NOTE 4. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables reflect the changes in accumulated other comprehensive income (loss) ("AOCI"):
Three Months Ended May 31, 2022
(in thousands)Foreign Currency TranslationDerivativesDefined Benefit ObligationTotal AOCI
Balance, March 1, 2022$(159,829)$68,886 $(933)$(91,876)
Other comprehensive income (loss) before reclassifications
(14,668)32,302 (7)17,627 
Reclassification for gain (1)
— (6,342)— (6,342)
Income tax (expense) benefit
— (5,140)(5,139)
Net other comprehensive income (loss)
(14,668)20,820 (6)6,146 
Balance, May 31, 2022$(174,497)$89,706 $(939)$(85,730)
Nine Months Ended May 31, 2022
(in thousands)Foreign Currency TranslationDerivativesDefined Benefit ObligationTotal AOCI
Balance, September 1, 2021$(105,680)$21,781 $(921)$(84,820)
Other comprehensive income (loss) before reclassifications
(68,817)100,820 (23)31,980 
Reclassification for gain (1)
— (16,667)— (16,667)
Income tax (expense) benefit
— (16,228)(16,223)
Net other comprehensive income (loss)
(68,817)67,925 (18)(910)
Balance, May 31, 2022$(174,497)$89,706 $(939)$(85,730)
Three Months Ended May 31, 2021
(in thousands)Foreign Currency TranslationDerivativesDefined Benefit ObligationTotal AOCI
Balance, March 1, 2021$(94,856)$(2,760)$(4,524)$(102,140)
Other comprehensive income (loss) before reclassifications
11,775 14,056 (14)25,817 
Reclassification for gain (1)
— (719)— (719)
Income tax expense
— (1,808)— (1,808)
Net other comprehensive income (loss)
11,775 11,529 (14)23,290 
Balance, May 31, 2021$(83,081)$8,769 $(4,538)$(78,850)
Nine Months Ended May 31, 2021
(in thousands)Foreign Currency TranslationDerivativesDefined Benefit ObligationTotal AOCI
Balance, September 1, 2020$(87,933)$(11,334)$(4,497)$(103,764)
Other comprehensive income (loss) before reclassifications
4,852 25,028 (48)29,832 
Reclassification for gain (1)
— (1,106)— (1,106)
Income tax (expense) benefit
— (3,819)(3,812)
Net other comprehensive income (loss)
4,852 20,103 (41)24,914 
Balance, May 31, 2021$(83,081)$8,769 $(4,538)$(78,850)
_________________ 
(1) Reclassifications for gains on derivatives included in net earnings are recorded in cost of goods sold in the condensed consolidated statements of earnings.

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NOTE 5. REVENUE RECOGNITION

Each fabricated product contract sold by the North America segment represents a single performance obligation. Revenue from contracts where the Company provides fabricated product and installation services is recognized over time using an input measure, and these contracts represented 7% and 8% of net sales in the North America segment in the three and nine months ended May 31, 2022, respectively, and 7% and 10% of net sales in the North America segment in the three and nine months ended May 31, 2021, respectively. Revenue from contracts where the Company does not provide installation services is recognized over time using an output measure, and these contracts represented 8% of net sales in the North America segment in both the three and nine months ended May 31, 2022, and 9% of net sales in the North America segment in both the three and nine months ended May 31, 2021. Remaining net sales in the North America segment were recognized at a point in time concurrent with the transfer of control, or as amounts were billed to the customer under an available practical expedient.

The following table provides information about assets and liabilities from contracts with customers:
(in thousands)May 31, 2022August 31, 2021
Contract assets (included in accounts receivable)$58,350 $64,168 
Contract liabilities (included in accrued expenses and other payables)23,214 23,948 

The amount of revenue reclassified from August 31, 2021 contract liabilities during the nine months ended May 31, 2022 was approximately $19.7 million.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of fabricated product contracts where revenue is recognized using an input or output measure for which work has not yet been performed. As of May 31, 2022, $962.2 million was allocated to remaining performance obligations in the North America segment related to those contracts.
NOTE 6. 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 model, 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)May 31, 2022August 31, 2021
Raw materials$391,208 $286,123 
Work in process9,488 6,881 
Finished goods945,590 642,383 
Total$1,346,286 $935,387 
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NOTE 7. GOODWILL AND OTHER INTANGIBLES

Goodwill by reportable segment is detailed in the following table:
(in thousands)North AmericaEuropeConsolidated
Goodwill, gross
Balance at September 1, 2021$71,941 $4,390 $76,331 
Foreign currency translation— (451)(451)
Acquisition113,991 73,870 187,861 
Balance at May 31, 2022185,932 77,809 263,741 
Accumulated impairment
Balance at September 1, 2021(10,036)(158)(10,194)
Foreign currency translation— 16 16 
Balance at May 31, 2022(10,036)(142)(10,178)
Goodwill, net
Balance at September 1, 202161,905 4,232 66,137 
Foreign currency translation— (435)(435)
Acquisition113,991 73,870 187,861 
Balance at May 31, 2022$175,896 $77,667 $253,563 

Other intangible assets subject to amortization are detailed in the following table:
 May 31, 2022August 31, 2021
(in thousands)Weighted Average Useful LivesGross
Carrying Amount
Accumulated AmortizationNetGross
Carrying Amount
Accumulated AmortizationNet
Patents
5 to 7.5 years
$7,203 $4,352 $2,851 $7,203 $3,621 $3,582 
Customer relationships
8 years
4,996 4,996 — 6,079 5,629 450 
Perpetual lease rights
80 years
3,943 807 3,136 4,395 860 3,535 
Non-compete agreements
5 to 7 years
3,050 1,046 2,004 3,050 778 2,272 
Other
5 to 15 years
939 745 194 939 677 262 
Due to acquisition of Tensar:
Developed technologies
1 to 11 years
147,900 1,902 145,998 — — — 
Customer relationships
12 to 17 years
53,200 421 52,779 — — — 
Trade names
 8 to 9 years
2,406 28 2,378 — — — 
Total$223,637 $14,297 $209,340 $21,666 $11,565 $10,101 

Intangible assets with indefinite lives resulting from the acquisition of Tensar include trade names and in-process research and development with gross carrying amounts of $54.7 million and $2.4 million, respectively, at May 31, 2022. The Company did not have any significant intangible assets with indefinite lives at August 31, 2021.

Estimated amounts of amortization expense for the next five fiscal years are as follows:
(in thousands)
Remainder of 2022$5,868 
202323,363 
202422,109 
202520,551 
202619,363 
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NOTE 8. LEASES

The following table presents the components of the total leased assets and lease liabilities and their classification in the Company's condensed consolidated balance sheets:
(in thousands)Classification in Condensed Consolidated Balance SheetsMay 31, 2022August 31, 2021
Assets:
Operating assetsOther noncurrent assets$134,321 $112,202 
Finance assetsProperty, plant and equipment, net59,791 55,308 
Total leased assets$194,112 $167,510 
Liabilities:
Operating lease liabilities:
CurrentAccrued expenses and other payables$31,185 $26,433 
Long-termOther noncurrent liabilities105,971 93,409 
Total operating lease liabilities137,156 119,842 
Finance lease liabilities:
CurrentCurrent maturities of long-term debt and short-term borrowings18,060 16,040 
Long-termLong-term debt36,905 36,104 
Total finance lease liabilities54,965 52,144 
Total lease liabilities$192,121 $171,986 

The components of lease expense were as follows:
Three Months Ended May 31,Nine Months Ended May 31,
(in thousands)2022202120222021
Operating lease expense$8,659 $8,377 $25,991 $25,750 
Finance lease expense:
Amortization of assets3,268 3,270 9,722 9,729 
Interest on lease liabilities508 555 1,520 1,673 
Total finance lease expense3,776 3,825 11,242 11,402 
Variable and short-term lease expense6,046 4,584 16,197 13,871 
Total lease expense$18,481 $16,786 $53,430 $51,023 

The weighted average remaining lease term and discount rate for operating and finance leases are presented in the following table:
May 31, 2022August 31, 2021
Weighted average remaining lease term (years):
Operating leases5.46.2
Finance leases3.43.6
Weighted average discount rate:
Operating leases4.033 %4.451 %
Finance leases4.057 %4.079 %

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Cash flow and other information related to leases is included in the following table:
Nine Months Ended May 31,
(in thousands)20222021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$26,481 $25,862 
Operating cash outflows from finance leases1,521 1,665 
Financing cash outflows from finance leases12,847 11,706 
Right of use assets obtained in exchange for lease obligations:
Operating leases$45,949 $23,019 
Finance leases15,670 14,002 

Future maturities of lease liabilities at May 31, 2022 are presented in the following table:
(in thousands)Operating LeasesFinance Leases
Year 1$36,496 $19,890 
Year 230,653 17,390 
Year 324,942 12,538 
Year 419,898 5,730 
Year 513,750 2,467 
Thereafter28,500 331 
Total lease payments154,239 58,346 
Less imputed interest(17,083)(3,381)
Present value of lease liabilities$137,156 $54,965 
NOTE 9. CREDIT ARRANGEMENTS

Long-term debt was as follows: 
(in thousands)Weighted Average Interest Rate as of May 31, 2022May 31, 2022August 31, 2021
2032 Notes4.375%$300,000 $— 
2031 Notes3.875%300,000 300,000 
2030 Notes4.125%300,000 — 
2027 Notes5.375%— 300,000 
2023 Notes4.875%330,000 330,000 
Series 2022 Bonds, due 20474.000%145,060 — 
Poland Term Loan7.890%37,923 49,726 
Short-term borrowings6.180%62,627 26,560 
Other4.560%20,151 19,492 
Finance leases54,965 52,144 
Total debt1,550,726 1,077,922 
Less unamortized debt issuance costs(17,043)(8,141)
Plus unamortized bond premium4,886 — 
Total amounts outstanding1,538,569 1,069,781 
Less current maturities of long-term debt and short-term borrowings(423,091)(54,366)
Long-term debt$1,115,478 $1,015,415 



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The Company's credit arrangements require compliance with certain non-financial and financial covenants, including an interest coverage ratio and a debt to capitalization ratio. At May 31, 2022, the Company believes it was in compliance with all covenants contained in its credit arrangements.

Senior Notes Activity

In January 2022, the Company issued $300.0 million of 4.125% Senior Notes due January 2030 (the "2030 Notes") and $300.0 million of 4.375% Senior Notes due March 2032 (the "2032 Notes"). Aggregate issuance costs associated with the 2030 Notes and 2032 Notes were approximately $9.4 million. Interest on the 2030 Notes is payable semiannually on January 15 and July 15. Interest on the 2032 Notes is payable semiannually on March 15 and September 15.

In July 2017, the Company issued $300.0 million of 5.375% Senior Notes due July 2027 (the "2027 Notes"). In February 2022, the Company redeemed all of the 2027 Notes and recognized a $16.1 million loss on debt extinguishment.

In May 2013, the Company issued $330.0 million of 4.875% Senior Notes due May 2023 (the "2023 Notes"). Accordingly, the 2023 Notes have been included within current maturities of long-term debt and short-term borrowings in the condensed consolidated balance sheet as of May 31, 2022.

Series 2022 Bonds

In February 2022, the Company announced the issuance of $145.1 million in original aggregate principal amount of tax-exempt bonds (the “Series 2022 Bonds”) by the Industrial Development Authority of the County of Maricopa (the "MCIDA"). The Series 2022 Bonds were priced to yield 3.5% and provided gross proceeds of $150.0 million. The proceeds were loaned to the Company pursuant to a loan agreement between the Company and the MCIDA and will be used to fund a portion of the acquisition, construction, equipping and/or operation, as applicable, of the Company’s third micro mill, which is under construction in Mesa, Arizona. Proceeds from the Series 2022 Bonds are being held in a trust account and will be disbursed as qualified expenditures are made for the construction of the micro mill. As of May 31, 2022, $58.0 million of proceeds were disbursed from the trust account. Remaining proceeds from the Series 2022 Bonds were recorded as restricted cash in the condensed consolidated balance sheet as of May 31, 2022.

Issuance costs associated with the Series 2022 Bonds were $3.1 million. The Series 2022 Bonds accrue interest at 4.0%, payable semiannually, and have a maturity date in October 2047.

Credit Facilities

The Company had no amounts drawn under its $400.0 million revolving credit facility (the "Revolver") at May 31, 2022 or August 31, 2021. The availability under the Revolver was reduced by outstanding stand-by letters of credit totaling $1.4 million and $3.0 million at May 31, 2022 and August 31, 2021, respectively.

The Company has a Term Loan facility (the "Poland Term Loan") through its subsidiary, CMC Poland Sp. z.o.o. ("CMCP"). At May 31, 2022, PLN 161.9 million, or $37.9 million, was outstanding, compared to the maximum amount available under the facility, PLN 190.5 million, or $49.7 million, which was outstanding as of August 31, 2021.

The Company also has credit facilities in Poland through its subsidiary, CMCP. At May 31, 2022 and August 31, 2021, CMCP's credit facilities totaled PLN 300.0 million, or $70.3 million and $78.3 million, respectively. There were no amounts outstanding under these facilities as of May 31, 2022 or August 31, 2021. 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 $0.9 million and $5.7 million at May 31, 2022 and August 31, 2021, respectively.

Accounts Receivable Facilities

The Company had no advance payments outstanding under its U.S. trade accounts receivable facility at May 31, 2022 or August 31, 2021.

The Poland accounts receivable facility had a limit of PLN 288.0 million, or $67.5 million, at May 31, 2022. The Company had PLN 267.4 million, or $62.6 million, advance payments outstanding under the Poland accounts receivable facility at May 31, 2022, compared to PLN 101.7 million, or $26.6 million, advance payments outstanding at August 31, 2021.

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NOTE 10. DERIVATIVES

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

At May 31, 2022, the notional values of the Company's foreign currency and commodity contract commitments were $377.2 million and $228.8 million, respectively. At August 31, 2021, the notional values of the Company's foreign currency and commodity contract commitments were $389.5 million and $213.4 million, respectively.

The following table provides information regarding the Company's commodity contract commitments at May 31, 2022:
CommodityLong/Short   Total
AluminumLong3,300  MT
AluminumShort1,525  MT
CopperLong975  MT
CopperShort8,482  MT
ElectricityLong1,717,000 MW(h)
Natural GasLong4,870,250 MMBtu
_________________ 
MT = Metric Ton
MW(h) = Megawatt hour
MMBtu = Metric Million British thermal unit

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

The following tables summarize activities related to the Company's derivative instruments and hedged items recognized in the condensed consolidated statements of earnings. All other activity related to the Company's derivative instruments and hedged items was immaterial for the periods presented.
Three Months Ended May 31,Nine Months Ended May 31,
Gain (Loss) on Derivatives Not Designated as Hedging Instruments (in thousands)Primary Location2022202120222021
CommodityCost of goods sold$2,042 $(7,921)$2,574 $(24,535)
Foreign exchangeSG&A expenses6,157 1,915 (2,886)75 

Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Accumulated Other Comprehensive Loss (in thousands)Three Months Ended May 31,Nine Months Ended May 31,
2022202120222021
Commodity$25,920 $12,167 $81,285 $20,971 

The Company's natural gas and electricity commodity derivatives accounted for as cash flow hedging instruments have maturities extending to May 2025 and December 2030, respectively. Included in the AOCI balance as of May 31, 2022 was an estimated net gain of $16.1 million from cash flow hedging instruments that is expected to be reclassified into earnings within the next twelve months. See Note 11, Fair Value, for the fair value of the Company's derivative instruments recorded in the condensed consolidated balance sheets.
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NOTE 11. 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 the Nature of Operations and Summary of Significant Accounting Policies footnote in the 2021 Form 10-K.

The following tables summarize information regarding the Company's financial assets and financial liabilities that were measured at fair value on a recurring basis:
  Fair Value Measurements at Reporting Date Using
(in thousands)May 31, 2022Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Assets:
Investment deposit accounts (1)
$318,095 $318,095 $— $— 
Commodity derivative assets (2)
109,225 15,905 — 93,320 
Foreign exchange derivative assets (2)
5,998 — 5,998 — 
Liabilities:
Commodity derivative liabilities (2)
1,305 1,305 — — 
Foreign exchange derivative liabilities (2)
3,568 — 3,568 — 
  Fair Value Measurements at Reporting Date Using
(in thousands)August 31, 2021Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
Assets:
Investment deposit accounts (1)
$441,297 $441,297 $— $— 
Commodity derivative assets (2)
27,323 910 — 26,413 
Foreign exchange derivative assets (2)
2,537 — 2,537 — 
Liabilities:
Commodity derivative liabilities (2)
1,352 1,352 — — 
Foreign exchange derivative liabilities (2)
1,880 — 1,880 — 
_________________ 
(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 10, Derivatives.

The fair value estimate of the Level 3 commodity derivative is based on an internally developed discounted cash flow model 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 ("floating rate"). The floating rate is the only significant unobservable input used in the Company's discounted cash flow model. The following table summarizes the floating rate used to measure the fair value of the commodity derivative at May 31, 2022 and 2021:
Floating rate (PLN)
May 31,LowHighAverage
2022343.25 815.64 539.32 
2021217.38 296.36 251.10 

Below is a reconciliation of the beginning and ending balances of the Level 3 commodity derivative recognized in the condensed consolidated statements of comprehensive income. The fluctuation in energy rates over time causes volatility in the
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fair value estimate and is the primary reason for unrealized gains included in other comprehensive income ("OCI") in the three and nine months ended May 31, 2022 and 2021.                                     
(in thousands)Three Months Ended May 31, 2022
Balance, March 1, 2022$78,879 
Total gains, realized and unrealized:
Unrealized holding gain before reclassification (1)
19,201 
Reclassification for gain included in net earnings (2)
(4,760)
Balance, May 31, 2022$93,320 
(in thousands)Nine Months Ended May 31, 2022
Balance, September 1, 2021$26,413 
Total gains, realized and unrealized:
Unrealized holding gain before reclassification (1)
81,039 
Reclassification for gain included in net earnings (2)
(14,132)
Balance, May 31, 2022$93,320 
(in thousands)Three Months Ended May 31, 2021
Balance, March 1, 2021$(4,285)
Total gains, realized and unrealized:
Unrealized holding gain before reclassification (1)
15,459 
Reclassification for gain included in net earnings (2)
(693)
Balance, May 31, 2021$10,481 
(in thousands)Nine Months Ended May 31, 2021
Balance, September 1, 2020$(15,007)
Total gains, realized and unrealized:
Unrealized holding gain before reclassification (1)
26,434 
Reclassification for gain included in net earnings (2)
(946)
Balance, May 31, 2021$10,481 
________________
(1)    Unrealized holding gains, less amounts reclassified, are included in OCI 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 and nine months ended May 31, 2022 or 2021.

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

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The carrying values and estimated fair values of the Company's financial assets and liabilities that are not required to be measured at fair value in the condensed consolidated balance sheets were as follows:
 May 31, 2022August 31, 2021
(in thousands)Fair Value HierarchyCarrying ValueFair ValueCarrying ValueFair Value
2032 Notes (1)
Level 2$300,000 $264,993 $— $— 
2031 Notes (1)
Level 2300,000 261,390 300,000 306,279 
2030 Notes (1)
Level 2300,000 271,815 — — 
2027 Notes (1)
Level 2— — 300,000 316,839 
2023 Notes (1)
Level 2330,000 333,736 330,000 348,071 
Series 2022 Bonds, due 2047 (1)
Level 2145,060 126,778 — — 
Poland Term Loan (2)
Level 237,923 37,923 49,726 49,726 
Short-term borrowings (2)
Level 262,627 62,627 26,560 26,560 
_________________ 
(1) The fair values of the notes and the Series 2022 Bonds were determined based on indicated market values.
(2) The Poland Term Loan and short-term borrowings contain variable interest rates, and as a result, the carrying values approximate fair value.
NOTE 12. 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 2021 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.

During the nine months ended May 31, 2022 and 2021, the Company granted the following awards under its stock-based compensation plans:
May 31, 2022May 31, 2021
(in thousands, except share and per share data)Shares GrantedWeighted Average Grant Date Fair ValueShares GrantedWeighted Average Grant Date Fair Value
Equity method1,467 $28.16 1,512 $20.51 
Liability method261 N/A324 N/A

The Company recorded immaterial mark-to-market adjustments on liability awards for the three and nine months ended May 31, 2022, and recorded expense of $3.2 million and $5.0 million for the three and nine months in the corresponding periods. At May 31, 2022, the Company had outstanding 591,483 equivalent shares accounted for under the liability method. The Company expects 561,908 equivalent shares to vest.

The following table summarizes total stock-based compensation expense, including fair value remeasurements, which was primarily included in selling, general and administrative expenses in the Company's condensed consolidated statements of earnings:
Three Months Ended May 31,Nine Months Ended May 31,
(in thousands)2022202120222021
Stock-based compensation expense$11,986 $13,800 $37,856 $35,558 

NOTE 13. EMPLOYEES' RETIREMENT PLANS

Following the acquisition of Tensar, the Company assumed the TGL Pension Plan in the United Kingdom ("U.K.") ("U.K. Pension Plan"), a defined benefit pension plan. The U.K. Pension Plan provides retirement benefit payments for participating retired employees and their spouses, and was closed to new entrants prior to the acquisition. The Company’s funding policy for the U.K. Pension Plan is to contribute annually the amount necessary to provide for benefits based on accrued service and to contribute at least the minimum required by applicable regulations.

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See Note 14, Employees' Retirement Plans, to the consolidated financial statements in the 2021 Form 10-K for information on the Company's other defined benefit pension plan and defined contribution retirement plan.

Net periodic benefit costs for the Company's defined benefit plans are recorded in selling, general and administrative expenses within the condensed consolidated statements of earnings. Net periodic pension expense was immaterial for the three and nine months ended May 31, 2022 and 2021.
NOTE 14. STOCKHOLDERS' EQUITY AND EARNINGS PER SHARE

Basic earnings per share ("EPS") is computed based on the weighted average shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average shares of common stock plus the effect of dilutive securities outstanding during the period using the treasury stock method. The effect of dilutive securities includes the impact of outstanding stock-based incentive awards and shares purchased by employees through participation in the Company's employee stock purchase plan.

The calculations of basic and diluted EPS were as follows: 
Three Months Ended May 31,Nine Months Ended May 31,
(in thousands, except share and per share data)2022202120222021
Net earnings$312,429 $130,408 $928,632 $260,552 
Average basic shares outstanding121,247,105 120,613,652 121,277,553 120,241,579 
Effect of dilutive securities1,552,764 1,580,003 1,649,738 1,610,565 
Average diluted shares outstanding122,799,869 122,193,655 122,927,291 121,852,144 
Earnings per share:
Basic$2.58 $1.08 $7.66 $2.17 
Diluted$2.54 $1.07 $7.55 $2.14 

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

Restricted stock is included in the number of shares of common stock issued and outstanding, but omitted from the basic EPS calculation until the shares vest.
In October 2021, CMC's Board of Directors authorized a share repurchase program under which CMC may repurchase up to $350.0 million of shares of common stock. During the three and nine months ended May 31, 2022, the Company repurchased 1,006,387 and 1,501,387 shares of CMC common stock, respectively, at an average purchase price of $38.34 and $37.02 per share, respectively. CMC had remaining authorization to repurchase $294.4 million of shares of common stock at May 31, 2022.
NOTE 15. 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 May 31, 2022 and August 31, 2021, the amounts accrued for cleanup and remediation costs at certain sites in response to statutes enforced by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") were immaterial. Total accrued environmental liabilities, including CERCLA sites, were $3.4 million and $7.1 million at May 31, 2022 and August 31, 2021, respectively, of which $2.2 million and $2.3 million were classified as other long-term liabilities at May 31, 2022 and August 31, 2021, 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 16. BUSINESS SEGMENTS

The Company structures its business into two reportable segments: North America and Europe. See Note 1, Nature of Operations and Summary of Significant Accounting Policies, to the consolidated financial statements in the 2021 Form 10-K and Note 2, Acquisition, 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 its long-term debt and intercompany eliminations.

The following is a summary of certain financial information by reportable segment and Corporate and Other:
Three Months Ended May 31, 2022
(in thousands)North AmericaEuropeCorporate and OtherTotal
Net sales$2,033,150 $484,564 $(1,987)$2,515,727 
Adjusted EBITDA379,355 120,974 (35,049)465,280 
Nine Months Ended May 31, 2022
(in thousands)North AmericaEuropeCorporate and OtherTotal
Net sales$5,300,996 $1,209,378 $(3,958)$6,506,416 
Adjusted EBITDA1,183,342 281,955 (121,876)1,343,421 
Total assets at May 31, 20224,297,473 1,164,918 641,311 6,103,702 
Three Months Ended May 31, 2021
(in thousands)North AmericaEuropeCorporate and OtherTotal
Net sales$1,558,068 $284,107 $2,866 $1,845,041 
Adjusted EBITDA207,330 50,005 (36,214)221,121 
Nine Months Ended May 31, 2021
(in thousands)North AmericaEuropeCorporate and OtherTotal
Net sales$4,010,567 $680,769 $7,778 $4,699,114 
Adjusted EBITDA534,576 80,582 (108,671)506,487 
Total assets at August 31, 20213,221,465 729,766 687,440 4,638,671 

The following table presents a reconciliation of net earnings to adjusted EBITDA:
 Three Months Ended May 31,Nine Months Ended May 31,
(in thousands)2022202120222021
Net earnings$312,429 $130,408 $928,632 $260,552 
Interest expense13,433 11,965 36,479 40,245 
Income taxes92,590 38,175 247,894 80,709 
Depreciation and amortization43,583 41,804 125,943 125,176 
Asset impairments3,245 277 4,473 4,345 
Amortization of acquired unfavorable contract backlog— (1,508)— (4,540)
Adjusted EBITDA$465,280 $221,121 $1,343,421 $506,487 

Disaggregation of Revenue

The following tables display revenue by reportable segment and Corporate and Other from external customers, disaggregated by major product. Construction-related solutions represents sales of ground stabilization and soil reinforcement solutions and sales from our Construction Services business, which sells and rents construction-related products and equipment to concrete installers and other companies in the construction industry:
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Three Months Ended May 31, 2022
(in thousands)North AmericaEuropeCorporate and OtherTotal
Major product:
Raw materials$435,171 $7,406 $— $442,577 
Steel products851,762 367,810 — 1,219,572 
Downstream products587,568 88,667 — 676,235 
Construction-related solutions121,285 9,481 — 130,766 
Other37,356 10,641 (1,420)46,577 
Net sales from external customers2,033,142 484,005 (1,420)2,515,727 
Intersegment net sales, eliminated on consolidation559 (567)— 
Net sales$2,033,150 $484,564 $(1,987)$2,515,727 
Nine Months Ended May 31, 2022
(in thousands)North AmericaEuropeCorporate and OtherTotal
Major product:
Raw materials$1,155,204 $20,230 $— $1,175,434 
Steel products2,192,851 931,369 — 3,124,220 
Downstream products1,561,717 218,280 — 1,779,997 
Construction-related solutions287,422 9,481 — 296,903 
Other103,794 28,556 (2,488)129,862 
Net sales from external customers5,300,988 1,207,916 (2,488)6,506,416 
Intersegment net sales, eliminated on consolidation1,462 (1,470)— 
Net sales$5,300,996 $1,209,378 $(3,958)$6,506,416 
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Three Months Ended May 31, 2021
(in thousands)North AmericaEuropeCorporate and OtherTotal
Major product:
Raw materials$346,614 $5,904 $— $352,518 
Steel products626,084 215,088 — 841,172 
Downstream products475,714 56,444 — 532,158 
Construction-related solutions77,549 — — 77,549 
Other32,107 6,277 3,260 41,644 
Net sales from external customers1,558,068 283,713 3,260 1,845,041 
Intersegment net sales, eliminated on consolidation— 394 (394)— 
Net sales$1,558,068 $284,107 $2,866 $1,845,041 
Nine Months Ended May 31, 2021
(in thousands)North AmericaEuropeCorporate and OtherTotal
Major product:
Raw materials$811,863 $13,509 $— $825,372 
Steel products1,597,942 524,025 — 2,121,967 
Downstream products1,313,140 124,679 — 1,437,819 
Construction-related solutions205,548 — — 205,548 
Other82,074 17,244 9,090 108,408 
Net sales from external customers4,010,567 679,457 9,090 4,699,114 
Intersegment net sales, eliminated on consolidation— 1,312 (1,312)— 
Net sales$4,010,567 $680,769 $7,778 $4,699,114 
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, 2021 (the "2021 Form 10-K"). This discussion contains or incorporates by reference "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts, but rather are based on expectations, estimates, assumptions and projections about our industry, business and future financial results, based on information available at the time this Form 10-Q was filed with the Securities and Exchange Commission ("SEC") or, with respect to any document incorporated by reference, available at the time that such document was prepared. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those identified in the section entitled "Forward-Looking Statements" at the end of Item 2 of this Form 10-Q and in the sections entitled "Risk Factors" in Part I, Item 1A of our 2021 Form 10-K and Part II, Item 1A of this Form 10-Q. We do not undertake any obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or otherwise, except as required by law.

Any reference in this Form 10-Q to the "corresponding period" relates to the relevant three or nine month period ended May 31, 2021.
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BUSINESS CONDITIONS

Acquisition

On April 25, 2022 (the "Acquisition Date"), the Company completed the acquisition of TAC Acquisition Corp. ("Tensar") for approximately $550 million, net of cash acquired. Through its patented foundation systems, Tensar produces ground stabilization and soil reinforcement solutions that complement the Company’s existing concrete reinforcement product lines. End customers for these products include commercial, industrial and residential site developers, mining and oil and gas companies, transportation authorities, coastal and waterway authorities and waste management companies. The acquired operations within North America are presented within our North America reportable segment and the remaining acquired operations are presented within our Europe reportable segment. See Note 2, Acquisition, for more information about the Tensar acquisition.

Russian Invasion of Ukraine

The Russian invasion of Ukraine has not had a direct material adverse impact on our business, financial condition or results of operations during the nine months ended May 31, 2022. Our Europe segment identified alternate sources for a limited number of materials previously procured through Russia and has not had an interruption in energy supply; therefore, we do not believe there will be resulting disruptions in supply that would impede production meeting demand. However, we will continue to monitor the indirect effects on our operations of inflationary pressures, foreign exchange rate fluctuations, commodity pricing, potential cybersecurity risks and sanctions resulting from the invasion.

COVID-19

The impact of the COVID-19 pandemic ("COVID-19" or "pandemic") on our operations was limited during the nine months ended May 31, 2022 and 2021. We continue to evaluate the nature and extent of future impacts of the evolving pandemic on our operations and are complying with applicable U.S. federal, state and local law and considering relevant guidance, including the guidelines of the U.S. Centers for Disease Control and other authorities, to prioritize the health and safety of our employees, families, suppliers, customers and communities. Given the dynamic and uncertain nature and duration of the pandemic, we cannot reasonably estimate the long-term impact of COVID-19 on our business, results of operations and overall financial performance at this time.

See Part I, Item 1A, Risk Factors, of our 2021 Form 10-K and Part II, Item 1A, Risk Factors of this Form 10-Q for further discussion related to the above business conditions.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to our critical accounting policies and estimates as set forth in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, included in our 2021 Form 10-K.
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RESULTS OF OPERATIONS SUMMARY

Business Overview

As a vertically integrated organization, we manufacture, recycle and fabricate steel and metal products and provide related materials and services through a network of facilities that includes seven electric arc furnace ("EAF") mini mills, two EAF micro mills, one rerolling mill, steel fabrication and processing plants, construction-related product warehouses and metal recycling facilities in the United States and Poland. Through our Tensar division, we are a leading global provider of innovative ground and soil stabilization solutions selling into more than 80 national markets through its two major product lines: Tensar® geogrids and Geopier® foundation systems. Our operations are conducted through two reportable segments: North America and Europe.

When considering our results for the period, we evaluate our operating performance by comparing net sales, in the aggregate and for both of our segments, in the current period to net sales in the corresponding period. In doing so, we focus on changes in average selling price per ton and tons shipped for each of our vertically integrated product categories (raw materials, steel products and downstream products) as these are the two variables that typically have the greatest impact on our results of operations. 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 and steel fence post.

Key Performance Indicators

Adjusted EBITDA is used by management to compare and evaluate the period-over-period underlying business operational performance of our 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 steel products metal margin and downstream products margin over scrap costs period-over-period are consistent areas of focus for our Company and industry. Steel products metal margin and downstream products margin over scrap costs are metrics used by management to monitor the results of our vertically integrated organization. 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 due to competitive pressures on prices. Downstream products margin over scrap costs 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 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 May 31,Nine Months Ended May 31,
(in thousands, except per share data)2022202120222021
Net sales$2,515,727 $1,845,041 $6,506,416 $4,699,114 
Net earnings312,429 130,408 928,632 260,552 
Diluted earnings per share$2.54 $1.07 $7.55 $2.14 

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Net sales for the three and nine months ended May 31, 2022 increased $670.7 million, or 36%, and $1.8 billion, or 38%, respectively, compared to the corresponding periods. The growth in net sales is largely attributable to rising selling prices across all major product lines in both of our segments for the three and nine months ended May 31, 2022, compared to the corresponding periods. Continued strong demand from robust construction activity in all of our North America and Europe end-use markets was the primary driver for the increase in average selling prices.

During the three and nine months ended May 31, 2022, we achieved net earnings of $312.4 million and $928.6 million, respectively. Included in net earnings during the nine months ended May 31, 2022 was a $273.3 million gain on the sale of the Rancho Cucamonga facilities. See Note 3, Changes in Business, for more information on the sale of the Rancho Cucamonga facilities. Net earnings, less the gain on the sale of the Rancho Cucamonga facilities in the year-to-date period, increased 140% and 152% during the three and nine months ended May 31, 2022, respectively, compared to the corresponding periods. These increases were driven by the significant expansion of steel products metal margin per ton in both of our segments and raw materials margin over purchase cost per ton in our North America segment. Selling prices for steel products and raw materials outpaced the rising input costs of ferrous scrap utilized in our steel mill operations and the price paid to purchase ferrous and nonferrous scrap in our scrap metal recycling operations, as well as increases in the cost of freight, energy and other steelmaking inputs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $5.2 million and $22.2 million for the three and nine months ended May 31, 2022, respectively, compared to the corresponding periods. Contributing to the increases in both periods were $11.4 million of selling, general and administrative expenses from Tensar's operations and $4.5 million and $7.6 million of acquisition and integration expenses in the three and nine months ended May 31, 2022, respectively, with no such expenses in the corresponding periods. Partially offsetting the aforementioned increases in selling, general and administrative expenses during the three months ended May 31, 2022 was a $6.4 million decrease in quarter-over-quarter labor-related expenses and $5.2 million of reduced expenses resulting from lower benefit restoration plan ("BRP") liabilities at May 31, 2022, compared to the corresponding period. The remaining change in selling, general and administrative expenses during the nine months ended May 31, 2022 was a result of many factors, including $6.1 million of increased labor-related expenses, $3.6 million of increased travel-related costs and $12.5 million of reduced expenses resulting from lower BRP liabilities at May 31, 2022, compared to the corresponding period.

Interest Expense

Interest expense remained relatively flat during the three months ended May 31, 2022, compared to the corresponding period, and decreased by $3.8 million during the nine months ended May 31, 2022, compared to the corresponding period. Capitalized interest was $3.6 million and $7.8 million during the three and nine months ended May 31, 2022, respectively, compared to $0.7 million and $1.8 million during the corresponding periods, respectively. The increase in capitalized interest was due to the Company's third micro mill, which is under construction in Mesa, Arizona. Offsetting the impact of increased capitalized interest was an increase in long-term debt interest expense of $4.3 million and $2.3 million during the three and nine months ended May 31, 2022, respectively, compared to the corresponding periods, due to the additional long-term debt outstanding at May 31, 2022 compared to May 31, 2021.

Income Taxes

The effective income tax rates for the three and nine months ended May 31, 2022 were 22.9% and 21.1%, respectively, compared to 22.6% and 23.7% in the corresponding periods. The effective income tax rate remained relatively flat for the three months ended May 31, 2022 when compared with the corresponding period. The decrease for the nine months ended May 31, 2022 is primarily due to the recognition of a capital loss on a tax restructuring transaction during the first quarter of fiscal 2022.
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SEGMENT OPERATING DATA

Unless otherwise indicated, all dollar amounts below are calculated before income taxes. See Note 16, Business Segments, for more information. The operational data presented in the tables below by product category reflects activity from sales of raw materials, steel products and downstream products, as applicable, which comprise the majority of sales in North America and Europe. The data is calculated using averages and therefore, it is not meaningful to quantify the effect that any individual metric had on the segment's net sales or adjusted EBITDA.

North America
 Three Months Ended May 31,Nine Months Ended May 31,
(in thousands)2022202120222021
Net sales$2,033,150 $1,558,068 $5,300,996 $4,010,567 
Adjusted EBITDA379,355 207,330 1,183,342 534,576 
External tons shipped (in thousands)
Raw materials353 368 1,016 1,000 
Rebar505 500 1,354 1,458 
Merchant and other274 289 776 821 
Steel products779 789 2,130 2,279 
Downstream products399 408 1,126 1,122 
Average selling price (per ton)
Raw materials$1,207 $949 $1,116 $813 
Steel products1,110 794 1,045 702 
Downstream products1,244 963 1,168 943 
Cost of raw materials per ton$908 $697 $837 $597 
Cost of ferrous scrap utilized per ton472 369 446 327 
Steel products metal margin per ton638 425 599 375 

Net sales for the three and nine months ended May 31, 2022 increased $475.1 million, or 30%, and $1.3 billion, or 32%, respectively, compared to the corresponding periods. These results benefited from increased selling prices of 27% for raw materials, 40% for steel products and 29% for downstream products during the three months ended May 31, 2022, compared to the corresponding period. Similarly, during the nine months ended May 31, 2022, average selling prices rose 37% for raw materials, 49% for steel products and 24% for downstream products, compared to the corresponding period. The period-over-period increases in average selling prices were primarily a result of a rising scrap price environment and strong demand across all of our end-use markets. Volumes remained relatively flat during both the three and nine months ended May 31, 2022, compared to the corresponding periods, as the strong demand was offset in part by the impacts of constrained labor at construction sites in certain geographies and planned maintenance activities at certain of our facilities.

Adjusted EBITDA for the three and nine months ended May 31, 2022 increased $172.0 million, or 83%, and $648.8 million, or 121%, respectively, compared to the corresponding periods. Included in adjusted EBITDA during the nine months ended May 31, 2022 was a $273.3 million gain on the sale of the Rancho Cucamonga facilities. The remaining growth in adjusted EBITDA during the three and nine months ended May 31, 2022 was primarily due to expansion of steel products metal margin per ton and raw materials margin over purchase cost per ton, compared to the corresponding periods. Although ferrous and nonferrous scrap prices increased and inflationary pressures caused an increase in the cost of freight, energy and other steelmaking inputs, the average selling price for steel products and raw materials increased at a greater rate year-over-year. Adjusted EBITDA included non-cash stock compensation expense of $3.8 million and $10.5 million for the three and nine months ended May 31, 2022, respectively, and $3.4 million and $10.5 million for the corresponding periods.

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Europe
 Three Months Ended May 31,Nine Months Ended May 31,
(in thousands)2022202120222021
Net sales$484,564 $284,107 $1,209,378 $680,769 
Adjusted EBITDA120,974 50,005 281,955 80,582 
External tons shipped (in thousands)
Rebar170 141 445 347 
Merchant and other306 263 846 807 
Steel products476 404 1,291 1,154 
Average selling price (per ton)
Steel products$967 $664 $898 $552 
Cost of ferrous scrap utilized per ton$530 $376 $472 $324 
Steel products metal margin per ton437 288 426 228 

Net sales for the three and nine months ended May 31, 2022 increased $200.5 million, or 71%, and $528.6 million, or 78%, respectively, compared to the corresponding periods. The increases were driven largely by the increases in steel products average selling prices of $303 per ton, or 46%, and $346 per ton, or 63%, during the three and nine months ended May 31, 2022, respectively, compared to the corresponding periods. Increased demand for steel products from both construction and industrial end markets supported the increases in average selling prices, as well as the increases in shipments of steel products of 18% and 12% during the three and nine months ended May 31, 2022, respectively, compared to the corresponding periods. Along with the increased capacity from our third rolling line in Poland, which was commissioned in late 2021, steel products supply disruptions across Europe caused by the Russian invasion of Ukraine contributed to the increase in shipment volumes in the three and nine months ended May 31, 2022. Net sales for the three and nine months ended May 31, 2022 were impacted by unfavorable foreign currency translation adjustments of $66.9 million and $115.6 million, respectively, due to the increase in the average value of the U.S. dollar relative to the Polish zloty, compared to favorable foreign currency translation adjustments of $22.6 million and $35.6 million, respectively, during the corresponding periods.

Adjusted EBITDA for the three and nine months ended May 31, 2022 increased $71.0 million, or 142%, and $201.4 million, or 250%, compared to the corresponding periods. The primary drivers of the increases in adjusted EBITDA were the expansion in steel products metal margin per ton, which increased 52% and 87%, respectively, during the three and nine months ended May 31, 2022, compared to the corresponding periods, and the volume increases mentioned above. The increases in steel products metal margin per ton were supplemented by additional increases on margins of fabricated rebar and wire mesh. During the three and nine months ended May 31, 2022, the cost of ferrous scrap utilized per ton increased 41% and 46%, respectively, compared to the corresponding periods, and inflationary pressures caused increases in the cost of freight, energy and other steelmaking inputs. However, the growth in average selling prices for steel products outpaced these increased costs in each period. Also offsetting the increased costs were realized gains of $4.8 million and $14.1 million during the three and nine months ended May 31, 2022, respectively, from an energy derivative designated as a cash flow hedging instrument, compared to immaterial gains recorded in the corresponding periods. Additionally, in the first quarter of 2022, we received a $15.5 million energy credit that was recorded as a reduction to cost of goods sold, with no similar credit received in the corresponding period. Adjusted EBITDA for the three and nine months ended May 31, 2022 included unfavorable foreign currency exchange rate impacts of $17.2 million and $27.5 million, respectively, compared to favorable foreign currency translation adjustments of $4.1 million and $5.1 million, respectively, during the corresponding periods. Adjusted EBITDA included non-cash stock compensation expense of $0.5 million and $3.1 million for the three and nine months ended May 31, 2022, respectively, and $0.8 million and $2.2 million, respectively, during the corresponding periods.

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Corporate and Other

Corporate and Other reported adjusted EBITDA loss of $35.0 million and $121.9 million for the three and nine months ended May 31, 2022, respectively, compared to $36.2 million and $108.7 million, respectively, in the corresponding periods. While quarter-over-quarter results remained flat, the increase in the adjusted EBITDA loss during the nine months ended May 31, 2022 was primarily due to $7.6 million of year-to-date acquisition and integration expenses associated with the acquisition of Tensar, with no such costs in the corresponding period, and $8.7 million of additional labor-related expenses, compared to the corresponding period. Additionally, adjusted EBITDA included non-cash stock compensation expense of $7.7 million and $24.3 million for the three and nine months ended May 31, 2022, respectively, compared to $9.6 million and $22.9 million for the corresponding periods.

LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity and Capital Resources

Our cash flows from operating activities are our principal sources of liquidity and result primarily from sales of raw materials, steel products, downstream products and related materials and services, as described in Part I, Item 1, Business, of our 2021 Form 10-K and Note 2, Acquisition. We have a diverse and generally stable customer base, and regularly maintain a substantial amount of accounts receivable. We record allowances for the accounts receivable we estimate will not be collected based on market conditions, customers' financial condition and other factors. Historically, these allowances have not been material. We use credit insurance internationally to mitigate the risk of customer insolvency. We estimate that the amount of credit-insured receivables (and those covered by export letters of credit) was approximately 17% of total trade receivables at May 31, 2022.

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 10, Derivatives, for further information.

The table below reflects our sources, facilities and availability of liquidity at May 31, 2022. See Note 9, Credit Arrangements, for additional information.
(in thousands)Liquidity Sources and FacilitiesAvailability
Cash and cash equivalents$410,265 $410,265 
Notes due from 2023 to 20321,230,000 *
Revolver400,000 398,604 
U.S. accounts receivable facility150,000 150,000 
Series 2022 Bonds, due 2047 **145,060 — 
Poland credit facilities70,269 69,371 
Poland accounts receivable facility67,458 4,831 
Poland Term Loan37,923 — 
Other4,258 1,511 
_________________ 
*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.
**See Note 9, Credit Arrangements, for additional information regarding the restrictions on the proceeds from the Series 2022 Bonds.

We are continually reviewing 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, repay current maturities of long-term debt, 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 is sufficient.

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As of May 31, 2022 and August 31, 2021, 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.

Cash Flows

Operating Activities
Net cash flows from operating activities were $241.7 million for the nine months ended May 31, 2022, compared to net cash flows from operating activities of $94.2 million for the nine months ended May 31, 2021. Net earnings increased by $668.1 million year-over-year, including an increase in net gain on disposals of assets and other of $266.7 million, primarily attributable to the sale of the Rancho Cucamonga facilities. This increase in net cash flows from operating activities was offset by a $343.4 million year-over-year net increase in cash used by operating assets and liabilities ("working capital"). The increase in cash used by working capital was due in part to rising scrap prices and greater inventory levels, which corresponded with an increase in accounts payable, accrued expenses and other payables in the nine months ended May 31, 2022, compared to the corresponding period. Additionally, the growth in sales period-over-period led to a rise in accounts receivable during the nine months ended May 31, 2022, compared to the corresponding period. Operating working capital days, which represents the number of days to convert accounts receivable and inventory, less accounts payable, into net sales, rose one day year-over-year.

Investing Activities
Net cash flows used by investing activities were $528.7 million for the nine months ended May 31, 2022, compared to net cash flows used by investing activities of $104.0 million for the nine months ended May 31, 2021. The $424.7 million increase in net cash flows used by investing activities was primarily caused by the acquisition of Tensar for a cash purchase price of approximately $550 million, net of cash acquired. See Note 2, Acquisition, for more information about the acquisition. Additionally, net cash flows used by investing activities rose due to increased capital expenditures from the construction of our third micro mill located in Mesa, Arizona. These cash outflows were offset in part by proceeds from the sale of the Rancho Cucamonga facilities. See Note 3, Changes in Business, for more information on the sale of the Rancho Cucamonga facilities.

We estimate that our 2022 capital spending will range from $475 million to $500 million. We regularly assess our capital spending based on current and expected results and the amount is subject to change.

In addition, in January 2022, we announced the plan to construct a fourth micro mill geographically situated primarily to serve the Northeast, Mid-Atlantic and Mid-Western United States markets. Following the site selection and receipt of state and local incentives, permitting and other necessary approvals, the construction of the planned mill is expected to take roughly two years.

Financing Activities
Net cash flows from financing activities were $324.3 million for the nine months ended May 31, 2022, compared to net cash flows used by financing activities of $88.2 million for the nine months ended May 31, 2021. The $412.4 million increase in net cash flows from financing activities was a result of many actions, including net proceeds from long-term debt of $420.7 million during the nine months ended May 31, 2022, compared to net long-term debt repayments of $52.7 million during the nine months ended May 31, 2021. Net borrowings under our accounts receivable facilities increased $9.4 million during the nine months ended May 31, 2022, compared to the corresponding period. See Note 9, Credit Arrangements, for more information regarding our credit arrangements. Partially offsetting these cash flows from financing activities were $55.6 million of treasury stock repurchased under the share repurchase program, $7.7 million in increased dividend payments and a $6.3 million increase attributable to stock issued under incentive and purchase plans, net of forfeitures. See Note 14, Stockholders' Equity and Earnings per Share, for more information on the share repurchase program.

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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 9, Credit Arrangements, for more information regarding scheduled maturities of our long-term debt. See Note 8, Leases, for additional information on leases.
Our undiscounted purchase obligations due in the twelve months following May 31, 2022 and August 31, 2021 were $897.9 million and $638.5 million, respectively, with $170.3 million and $228.0 million due thereafter, respectively. The increase in short-term purchase obligations was primarily due to construction of our third micro mill in Mesa, Arizona, purchases of inventory and other planned maintenance and capital expenditures in connection with normal business operations. The decrease in long-term purchase obligations is a result of a decrease in commitments for commodities used in operations, such as electrodes and natural gas, and certain capital expenditure obligations for the construction of our third micro mill which were fulfilled during the nine months ended May 31, 2022.

Other Commercial Commitments

We maintain stand-by letters of credit to provide support for certain transactions that governmental agencies, our insurance providers and suppliers request. At May 31, 2022, we had committed $21.5 million under these arrangements, of which $1.4 million reduced availability under the Revolver.
CONTINGENCIES

We may incur settlements, fines, penalties or judgments due to our involvement in litigation, administrative proceedings and governmental investigations, including environmental 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 we believe a material 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 materially affect, individually or in the aggregate, our results of operations, cash flows or financial condition. See Note 15, Commitments and Contingencies, for more information.
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FORWARD-LOOKING STATEMENTS

This Form 10-Q contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws with respect to general economic conditions, key macro-economic drivers that impact our business, the impact of the Russian invasion of Ukraine, 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, metal margins, the effect of COVID-19 and related governmental and economic responses thereto, the ability to operate our steel mills at full capacity, future availability and cost of supplies of raw materials and energy for our operations, share repurchases, legal proceedings, the undistributed earnings of our non-U.S. subsidiaries, U.S. non-residential construction activity, international trade, capital expenditures, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations, 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 is filed with the SEC or, with respect to any document incorporated by reference, as of the time such document was prepared. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Important factors that could cause actual results to differ materially from our expectations include those described in Part I, Item 1A, Risk Factors, of our 2021 Form 10-K and Part II, Item 1A, Risk Factors of this Quarterly Report on Form 10-Q, as well as the following:

changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry;
rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of our downstream contracts due to rising commodity pricing;
impacts from COVID-19 on the economy, demand for our products, global supply chain and on our operations, including the responses of governmental authorities to contain COVID-19 and the impact of various COVID-19 vaccines;
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, energy supplies and raw materials, which is uncertain, but may prove to negatively impact our business and 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 of their contractual obligations, including payment obligations;
activity in repurchasing shares of our common stock under our repurchase program;
financial covenants and restrictions on the operation of our business contained in agreements governing our debt;
our ability to successfully identify, consummate and integrate acquisitions, and the effects that acquisitions may have on our financial leverage;
risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third party consents and approvals;
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;
lower than expected future levels of revenues and higher than expected future costs;
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failure or inability to implement growth strategies in a timely manner;
impact of goodwill impairment charges;
impact of long-lived asset impairment charges;
currency fluctuations;
global factors, 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;
ability to hire and retain key executives and other employees;
competition from other materials or from competitors that have a lower cost structure or access to greater financial resources;
information technology interruptions and breaches in security;
ability to make necessary capital expenditures;
availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance;
unexpected equipment failures;
losses or limited potential gains due to hedging transactions;
litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks;
risk of injury or death to employees, customers or other visitors to our operations; and
civil unrest, protests and riots.
You should refer to the "Risk Factors" disclosed in our periodic and current reports filed with the SEC for specific risks which would cause actual results to be significantly different from those expressed or implied by these forward-looking statements. 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 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

During the nine months ended May 31, 2022, the U.S. dollar equivalent of the Company's total gross foreign currency exchange contract commitments decreased $12.3 million, or 3%, compared to August 31, 2021. This decrease was primarily due to forward contracts denominated in Polish zloty with a U.S. dollar functional currency, which decreased $122.6 million, partially offset by forward contracts denominated in euros with a Polish zloty functional currency, which increased $112.0 million compared to August 31, 2021.

There were no other material changes to the information set forth in Item 7A, Quantitative and Qualitative Disclosures about Market Risk, included in our 2021 Form 10-K.
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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

Except for the acquisition of Tensar as described below, 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 our quarter ended May 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On April 25, 2022, we completed the acquisition of Tensar. Tensar represented approximately 1% of the Company's net sales during the three months ended May 31, 2022 and 11% of total assets as of May 31, 2022. We are currently integrating Tensar into our operations and internal control processes. Pursuant to the Securities and Exchange Commission's guidance that an assessment of an acquired business may be omitted from the scope of an assessment for a period not to exceed one year from the date of acquisition, we excluded Tensar from the scope of our assessment of our internal controls over financial reporting as of May 31, 2022.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS

For information regarding our legal proceedings, refer to Note 15, Commitments and Contingencies, to our condensed consolidated financial statements included 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

Except as set forth below, there were no material changes to the risk factors previously disclosed in Part I, Item 1A, Risk Factors, of our 2021 Form 10-K:

The impact of the Russian invasion of Ukraine on the global economy, energy supplies and raw materials is uncertain, but may prove to negatively impact our business and operations.

The short and long-term implications of Russia’s invasion of Ukraine are difficult to predict at this time. We continue to monitor any adverse impact that the outbreak of war in Ukraine and the subsequent institution of sanctions against Russia by the United States and several European and Asian countries may have on the global economy in general, on our business and operations and on the businesses and operations of our suppliers and customers. For example, a prolonged conflict may result in increased inflation, escalating energy prices and constrained availability, and thus increasing costs, of raw materials. Further, if the conflict intensifies or expands beyond Ukraine, it could have an adverse impact on our operations in Poland. We will continue to monitor this fluid situation and develop contingency plans as necessary to address any disruptions to our business operations as they develop. To the extent the war in Ukraine may adversely affect our business as discussed above, it may also have the effect of heightening many of the other risks described in Part I, Item 1A of our 2021 Form 10-K, such as those relating to data security, supply chain, volatility in prices of scrap and other inputs, and market conditions, any of which could negatively affect our business and financial condition.

Following the Tensar acquisition, we may be subject to new and increased business and economic risks.

In connection with the Tensar acquisition, we expanded our scope of products and acquired international manufacturing facilities in new geographical territories where we have limited experience in owning and operating assets. As a result, this expansion poses new risks and uncertainties and increases our exposure to certain existing risks and uncertainties. The failure to meet the challenges involved in operating and integrating the Tensar business and to realize the anticipated benefits of the acquisition could cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations.
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, as amended, made by the Company or any affiliated purchasers during the quarter ended May 31, 2022.
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Issuer Purchases of Equity Securities(1)
PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs as of the End of Period
March 1, 2022 - March 31, 2022126,800 $40.16 126,800 $327,907,153 
April 1, 2022 - April 30, 2022122,256 42.15 122,256 322,754,443 
May 1, 2022 - May 31, 2022757,331 37.42 757,331 294,411,671 
1,006,387 1,006,387 
_________________ 
(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 14, Stockholders' Equity and Earnings per Share, to our condensed consolidated financial statements included 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.
ITEM 5. OTHER INFORMATION
Not applicable.
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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 Commercial Metals Company and its subsidiaries on a consolidated basis. Commercial Metals Company agrees to furnish copies of such instruments to the SEC upon its request.
2.1†
3.1(a)
3.1(b)
3.1(c)
3.1(d)
3.1(e)
3.1(f)
3.2
31.1
31.2
32.1
32.2
101.INSInline XBRL Instance Document (filed herewith).
101.SCHInline XBRL Taxonomy Extension Schema Document (filed herewith).
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LABInline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
101.PREInline 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 Commercial Metals 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
June 22, 2022/s/ Paul J. Lawrence
Paul J. Lawrence
Senior Vice President and Chief Financial Officer
(Duly authorized officer and principal financial officer of the registrant)

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