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 ~~February 28,~~November 30, 2021

☐ 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)~~Charter)

~~___________________________________~~


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

6565 N. MacArthur Blvd.

, Irving, Texas 75039

(Address of Principal Executive Offices) (Zip Code)

(214) 689-4300

(Registrant's Telephone Number, Including Area Code)

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value

CMC

New York Stock Exchange

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

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

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


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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of ~~March 23, 2021, 120,510,370~~January 7, 2022, 121,481,234 shares of the registrant's common stock, par value $0.01 per share, were outstanding.

COMMERCIAL METALS COMPANY AND SUBSIDIARIES

TABLE OF CONTENTS



PART I — FINANCIAL INFORMATION			3

Item 1. Financial Statements ~~(Unaudited)~~			3
Condensed Consolidated Statements of Earnings (Unaudited) - Three ~~Three and six~~ months ended ~~February 2~~November 8 3 0 , ~~202~~1 2021 and ~~February 29,~~ 2020			3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - Three ~~and six~~ months ended ~~February 28,~~November 3 0 , 2021 and ~~February 29,~~ 2020			4
Condensed Consolidated Balance Sheets (Unaudited) - ~~February 28,~~November 30, 2021 and August 31, ~~2020~~2021			5
Condensed Consolidated Statements of Cash Flows (Unaudited) - ~~Six~~Three months ended ~~February 28,~~November 30, 2021 and ~~February 29,~~ 2020			6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Three ~~and six~~ months ended ~~February 28,~~November 3 0 , 2021 and ~~February 29,~~ 2020			7
Notes to Condensed Consolidated Financial Statements (Unaudited)			8
Note 1. Accounting Policies			8
Note 2. Changes in Business			8
Note 3. Accumulated Other Comprehensive Income (Loss)			9
Note 4. Revenue Recognition			9
Note 5. Inventories, Net			10
Note 6. Goodwill and Other Intangibles			10
Note 7. Leases			10
Note 8. Credit Arrangements			12
Note 9. Derivatives			13
Note 10. Fair Value			13
Note 11. Stock-Based Compensation Plans			16
Note 12. Stockholders' Equity and Earnings Per Share			16
Note 13. Commitments and Contingencies			17
Note 14. Business Segments			17
Note 15. Subsequent Event			18
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			2219
Item 3. Quantitative and Qualitative Disclosures About Market Risk			2926
Item 4. Controls and Procedures			2927

PART II — OTHER INFORMATION			3028

Item 1. Legal Proceedings			3028
Item 1A. Risk Factors			3028
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3028
Item 3. Defaults Upon Senior Securities			3028
Item 4. Mine Safety Disclosures			3028
Item 5. Other Information			3029
Item 6. Exhibits			3130
Signature			32

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)	COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)									COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
		Three Months Ended				Six Months Ended					Three Months Ended November 30,
(in thousands, except share data)		February 28, 2021		February 29, 2020		February 28, 2021		February 29, 2020
(in thousands, except share and per share data)										(in thousands, except share and per share data)	2021		2020
Net sales	Net sales	$	1,462,270	$	1,340,963	$	2,854,073	$	2,725,671	Net sales	$	1,981,801	$	1,391,803
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of goods sold	Cost of goods sold	1,228,343		1,123,096		2,403,162		2,269,610		Cost of goods sold	1,586,410		1,174,819
Selling, general and administrative expenses	Selling, general and administrative expenses	115,417		115,538		229,044		226,537		Selling, general and administrative expenses	122,595		113,627
Loss on debt extinguishment		16,841		0		16,841		0
Interest expense	Interest expense	14,021		15,888		28,280		32,466		Interest expense	11,035		14,259

Asset impairments	Asset impairments	474		0		4,068		530		Asset impairments	—		3,594
		1,375,096		1,254,522		2,681,395		2,529,143
											1,720,040		1,306,299
Earnings from continuing operations before income taxes	Earnings from continuing operations before income taxes	87,174		86,441		172,678		196,528		Earnings from continuing operations before income taxes	261,761		85,504
Income taxes	Income taxes	20,941		22,845		42,534		50,177		Income taxes	28,872		21,593
Earnings from continuing operations	Earnings from continuing operations	66,233		63,596		130,144		146,351		Earnings from continuing operations	232,889		63,911

Earnings from discontinued operations before income taxes	Earnings from discontinued operations before income taxes	197		301		447		1,196		Earnings from discontinued operations before income taxes	—		250
Income taxes	Income taxes	73		99		141		401		Income taxes	—		68
Earnings from discontinued operations	Earnings from discontinued operations	124		202		306		795		Earnings from discontinued operations	—		182

Net earnings	Net earnings	$	66,357	$	63,798	$	130,450	$	147,146	Net earnings	$	232,889	$	64,093

Basic earnings per share*	Basic earnings per share*									Basic earnings per share*
Earnings from continuing operations	Earnings from continuing operations	$	0.55	$	0.53	$	1.08	$	1.23	Earnings from continuing operations	$	1.92	$	0.53
Earnings from discontinued operations	Earnings from discontinued operations	0		0		0		0.01		Earnings from discontinued operations	—		—
Net earnings	Net earnings	$	0.55	$	0.54	$	1.09	$	1.24	Net earnings	$	1.92	$	0.54

Diluted earnings per share*	Diluted earnings per share*									Diluted earnings per share*
Earnings from continuing operations	Earnings from continuing operations	$	0.54	$	0.53	$	1.07	$	1.22	Earnings from continuing operations	$	1.90	$	0.53
Earnings from discontinued operations	Earnings from discontinued operations	0		0		0		0.01		Earnings from discontinued operations	—		—
Net earnings	Net earnings	$	0.55	$	0.53	$	1.07	$	1.22	Net earnings	$	1.90	$	0.53

Average basic shares outstanding	Average basic shares outstanding	120,345,432		118,919,455		120,052,459		118,644,823		Average basic shares outstanding	121,129,679		119,762,706
Average diluted shares outstanding	Average diluted shares outstanding	121,751,859		120,407,256		121,672,194		120,303,259		Average diluted shares outstanding	122,797,738		121,128,044

See notes to condensed consolidated financial statements.

_________________

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

Table of Contents

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
Three Months Ended Six Months Ended
(in thousands) February 28, 2021 February 29, 2020 February 28, 2021 February 29, 2020
Net earnings $ 66,357 $ 63,798 $ 130,450 $ 147,146
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustment 1,465 (1,068) (6,923) 5,856
Net unrealized gain (loss) on derivatives:
Unrealized holding gain (loss) 7,723 (3,646) 8,887 (2,932)
Reclassification for gain included in net earnings (259) (83) (313) (172)
Net unrealized gain (loss) on derivatives 7,464 (3,729) 8,574 (3,104)
Defined benefit obligation:
Amortization of prior services (14) (8) (27) (16)
Defined benefit obligation (14) (8) (27) (16)
Other comprehensive income (loss) 8,915 (4,805) 1,624 2,736
Comprehensive income $ 75,272 $ 58,993 $ 132,074 $ 149,882


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
	Three Months Ended November 30,
(in thousands)	2021		2020
Net earnings	$	232,889	$	64,093
Other comprehensive income (loss), net of income taxes:



Foreign currency translation adjustment after reclassification	(39,688)		(8,388)
Derivatives:
Unrealized holding gain	22,254		1,164
Reclassification for realized gain	(3,069)		(54)
Net unrealized gain on derivatives	19,185		1,110



Defined benefit plans loss after amortization of prior service costs and net actuarial losses	(6)		(13)
Other comprehensive loss	(20,509)		(7,291)
Comprehensive income	$	212,380	$	56,802

See notes to condensed consolidated financial statements.

Table of Contents


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)	COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)					COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share data)		February 28, 2021		August 31, 2020
(in thousands, except share and per share data)						(in thousands, except share and per share data)	November 30, 2021		August 31, 2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	367,347	$	542,103	Cash and cash equivalents	$	415,055	$	497,745
Accounts receivable (less allowance for doubtful accounts of $7,623 and $9,597)		895,604		880,728
Accounts receivable (less allowance for doubtful accounts of $5,550 and $5,553)						Accounts receivable (less allowance for doubtful accounts of $5,550 and $5,553)	1,095,612		1,105,580
Inventories, net	Inventories, net	776,561		625,393		Inventories, net	1,071,759		935,387
Prepaid and other current assets	Prepaid and other current assets	166,124		165,879		Prepaid and other current assets	178,867		173,033
Assets held for sale						Assets held for sale	25,083		25,083
Total current assets	Total current assets	2,205,636		2,214,103		Total current assets	2,786,376		2,736,828
Property, plant and equipment, net	Property, plant and equipment, net	1,557,143		1,571,067		Property, plant and equipment, net	1,587,442		1,566,123
Goodwill	Goodwill	66,235		64,321		Goodwill	65,852		66,137
Other noncurrent assets	Other noncurrent assets	235,027		232,237		Other noncurrent assets	285,588		269,583
Total assets	Total assets	$	4,064,041	$	4,081,728	Total assets	$	4,725,258	$	4,638,671
Liabilities and stockholders' equity	Liabilities and stockholders' equity					Liabilities and stockholders' equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	309,413	$	266,102	Accounts payable	$	424,919	$	450,723
Accrued expenses and other payables	Accrued expenses and other payables	341,903		461,012		Accrued expenses and other payables	410,305		475,384
Current maturities of long-term debt and short-term borrowings	Current maturities of long-term debt and short-term borrowings	22,777		18,149		Current maturities of long-term debt and short-term borrowings	56,896		54,366
Total current liabilities	Total current liabilities	674,093		745,263		Total current liabilities	892,120		980,473
Deferred income taxes	Deferred income taxes	126,789		130,810		Deferred income taxes	104,193		112,067
Other noncurrent liabilities	Other noncurrent liabilities	242,632		250,706		Other noncurrent liabilities	234,955		235,607
Long-term debt	Long-term debt	1,011,035		1,065,536		Long-term debt	1,007,801		1,015,415
Total liabilities	Total liabilities	2,054,549		2,192,315		Total liabilities	2,239,069		2,343,562
Commitments and contingencies (Note 13)	Commitments and contingencies (Note 13)	0		0		Commitments and contingencies (Note 13)	0		0
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 120,508,215 and 119,220,905 shares		1,290		1,290
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 121,479,939 and 120,586,589 shares						Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 121,479,939 and 120,586,589 shares	1,290		1,290
Additional paid-in capital	Additional paid-in capital	354,620		358,912		Additional paid-in capital	357,413		368,064
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(102,140)		(103,764)		Accumulated other comprehensive loss	(105,329)		(84,820)
Retained earnings	Retained earnings	1,909,443		1,807,826		Retained earnings	2,378,789		2,162,925
Less treasury stock 8,552,449 and 9,839,759 shares at cost		(153,952)		(175,063)
Less treasury stock 7,580,725 and 8,474,075 shares at cost						Less treasury stock 7,580,725 and 8,474,075 shares at cost	(146,206)		(152,582)
Stockholders' equity	Stockholders' equity	2,009,261		1,889,201		Stockholders' equity	2,485,957		2,294,877
Stockholders' equity attributable to noncontrolling interests	Stockholders' equity attributable to noncontrolling interests	231		212		Stockholders' equity attributable to noncontrolling interests	232		232
Total equity		2,009,492		1,889,413
Total stockholders' equity						Total stockholders' equity	2,486,189		2,295,109
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	4,064,041	$	4,081,728	Total liabilities and stockholders' equity	$	4,725,258	$	4,638,671

See notes to condensed consolidated financial statements.

Table of Contents


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Three Months Ended November 30,
(in thousands)	2021		2020
Cash flows from (used by) operating activities:
Net earnings	$	232,889	$	64,093
Adjustments to reconcile net earnings to cash flows from (used by) operating activities:
Depreciation and amortization	41,226		41,799
Stock-based compensation	9,619		9,062
Deferred income taxes and other long-term taxes	(5,099)		11,720

Other	(583)		(39)
Asset impairments	—		3,594
Amortization of acquired unfavorable contract backlog	—		(1,523)
Changes in operating assets and liabilities	(252,273)		(140,794)
Net cash flows from (used by) operating activities	25,779		(12,088)

Cash flows from (used by) investing activities:
Capital expenditures	(70,150)		(37,201)
Proceeds from the sale of property, plant and equipment and other	1,418		743



Net cash flows used by investing activities	(68,732)		(36,458)

Cash flows from (used by) financing activities:



Proceeds from accounts receivable facilities	150,664		4,487
Repayments under accounts receivable facilities	(144,706)		(4,487)
Dividends	(17,025)		(14,406)
Stock issued under incentive and purchase plans, net of forfeitures	(16,371)		(10,341)
Repayments of long-term debt	(6,556)		(3,823)
Treasury stock acquired	(5,311)		—
Net cash flows used by financing activities	(39,305)		(28,570)
Effect of exchange rate changes on cash	(550)		(365)
Decrease in cash, restricted cash and cash equivalents	(82,808)		(77,481)
Cash, restricted cash and cash equivalents at beginning of period	501,129		544,964
Cash, restricted cash and cash equivalents at end of period	$	418,321	$	467,483

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended
(in thousands) February 28, 2021 February 29, 2020
Cash flows from (used by) operating activities:
Net earnings $ 130,450 $ 147,146
Adjustments to reconcile net earnings to cash flows from (used by) operating activities:
Depreciation and amortization 83,372 82,338
Stock-based compensation 21,758 15,805
Loss on debt extinguishment 16,841 0
Deferred income taxes and other long-term taxes (8,129) 42,142
Net gain on disposals of subsidiaries, assets and other (5,481) (5,585)
Asset impairments 4,068 530
Amortization of acquired unfavorable contract backlog (3,032) (14,328)
Other (105) 1,041
Changes in operating assets and liabilities (238,539) (15,673)
Net cash flows from operating activities 1,203 253,416
Cash flows from (used by) investing activities:
Capital expenditures (87,688) (96,592)
Proceeds from the sale of property, plant and equipment and other 20,338 14,004
Acquisitions, net of cash acquired 0 (9,850)
Proceeds from insurance 0 974
Net cash flows used by investing activities: (67,350) (91,464)
Cash flows from (used by) financing activities:
Proceeds from issuance of long-term debt, net 296,250 11,299
Repayments of long-term debt (357,792) (106,880)
Debt extinguishment costs (13,051) 0
Debt issuance costs (1,124) 0
Proceeds from accounts receivable programs 8,848 85,686
Repayments under accounts receivable programs (8,848) (81,314)
Dividends (28,833) (28,480)
Stock issued under incentive and purchase plans, net of forfeitures (4,536) (2,463)
Contribution from noncontrolling interest 19 16
Net cash flows used by financing activities (109,067) (122,136)
Effect of exchange rate changes on cash (419) 337
Increase (decrease) in cash, restricted cash and cash equivalents (175,633) 40,153
Cash, restricted cash and cash equivalents at beginning of period 544,964 193,729
Cash, restricted cash and cash equivalents at end of period $ 369,331 $ 233,882

See notes to condensed consolidated financial statements.

Supplemental information: Six Months Ended
(in thousands) February 28, 2021 February 29, 2020
Cash paid for income taxes $ 48,757 $ 27,759
Cash paid for interest 34,094 29,484
Noncash activities:
Liabilities related to additions of property, plant and equipment 16,252 29,176
Cash and cash equivalents 367,347 232,442
Restricted cash 1,984 1,440
Total cash, cash equivalents and restricted cash $ 369,331 $ 233,882


Supplemental information:	Three Months Ended November 30,
(in thousands)	2021		2020
Cash paid for income taxes	$	15,296	$	4,743
Cash paid for interest	8,794		18,691

Noncash activities:
Liabilities related to additions of property, plant and equipment	45,788		20,246

Cash and cash equivalents	$	415,055	$	465,162
Restricted cash	3,266		2,321
Total cash, restricted cash and cash equivalents	$	418,321	$	467,483

Table of Contents


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
	Three Months Ended November 30, 2021
	Common Stock									Treasury Stock
(in thousands, except share and per share data)	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Number of Shares	Amount		Non-controlling Interest		Total
Balance, September 1, 2021	129,060,664	$	1,290	$	368,064	$	(84,820)	$	2,162,925	(8,474,075)	$	(152,582)	$	232	$	2,295,109
Net earnings								232,889							232,889
Other comprehensive loss						(20,509)									(20,509)
Dividends ($0.14 per share)								(17,025)							(17,025)
Treasury stock acquired										(159,500)	(5,311)				(5,311)
Issuance of stock under incentive and purchase plans, net of forfeitures				(28,058)						1,052,850	11,687				(16,371)
Stock-based compensation				8,316											8,316
Reclassification of share-based liability awards				9,091											9,091
Balance, November 30, 2021	129,060,664	$	1,290	$	357,413	$	(105,329)	$	2,378,789	(7,580,725)	$	(146,206)	$	232	$	2,486,189

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
Three Months Ended February 28, 2021
Common Stock Additional Accumulated
Other Treasury Stock Non-
(in thousands, except share data) Number of
Shares Amount Paid-In
Capital Comprehensive
Loss Retained
Earnings Number of
Shares Amount controlling
Interest Total
Balance, December 1, 2020 129,060,664 $ 1,290 $ 348,816 $ (111,055) $ 1,857,513 (8,992,643) $ (161,877) $ 212 $ 1,934,899
Net earnings 66,357 66,357
Other comprehensive income 8,915 8,915
Dividends ($0.12 per share) (14,427) (14,427)
Issuance of stock under incentive and purchase plans, net of forfeitures (2,120) 440,194 7,925 5,805
Stock-based compensation 7,924 7,924
Contribution of noncontrolling interest 19 19
Balance, February 28, 2021 129,060,664 $ 1,290 $ 354,620 $ (102,140) $ 1,909,443 (8,552,449) $ (153,952) $ 231 $ 2,009,492
Six Months Ended February 28, 2021
Common Stock Additional Accumulated
Other Treasury Stock Non-
(in thousands, except share data) Number of
Shares Amount Paid-In
Capital Comprehensive
Loss Retained
Earnings Number of
Shares Amount controlling
Interest Total
Balance, September 1, 2020 129,060,664 $ 1,290 $ 358,912 $ (103,764) $ 1,807,826 (9,839,759) $ (175,063) $ 212 $ 1,889,413
Net earnings 130,450 130,450
Other comprehensive income 1,624 1,624
Dividends ($0.24 per share) (28,833) (28,833)
Issuance of stock under incentive and purchase plans, net of forfeitures (25,647) 1,287,310 21,111 (4,536)
Stock-based compensation 15,935 15,935
Contribution of noncontrolling interest 19 19
Reclassification of share-based liability awards 5,420 5,420
Balance, February 28, 2021 129,060,664 $ 1,290 $ 354,620 $ (102,140) $ 1,909,443 (8,552,449) $ (153,952) $ 231 $ 2,009,492

Three Months Ended February 29, 2020
Common Stock Additional Accumulated
Other Treasury Stock Non-
(in thousands, except share data) Number of
Shares Amount Paid-In
Capital Comprehensive
Loss Retained
Earnings Number of
Shares Amount controlling
Interest Total
Balance, December 1, 2019 129,060,664 $ 1,290 $ 347,192 $ (116,585) $ 1,654,489 (10,410,799) $ (184,885) $ 196 $ 1,701,697
Net earnings 63,798 63,798
Other comprehensive loss (4,805) (4,805)
Dividends ($0.12 per share) (14,242) (14,242)
Issuance of stock under incentive and purchase plans, net of forfeitures (1,948) 412,024 7,302 5,354
Stock-based compensation 6,237 6,237
Contribution of noncontrolling interest 16 16
Balance, February 29, 2020 129,060,664 $ 1,290 $ 351,481 $ (121,390) $ 1,704,045 (9,998,775) $ (177,583) $ 212 $ 1,758,055
Six Months Ended February 29, 2020
Common Stock Additional Accumulated
Other Treasury Stock Non-
(in thousands, except share data) Number of
Shares Amount Paid-In
Capital Comprehensive
Loss Retained
Earnings Number of
Shares Amount controlling
Interest Total
Balance, September 1, 2019 129,060,664 $ 1,290 $ 358,668 $ (124,126) $ 1,585,379 (11,135,726) $ (197,350) $ 196 $ 1,624,057
Net earnings 147,146 147,146
Other comprehensive income 2,736 2,736
Dividends ($0.24 per share) (28,480) (28,480)
Issuance of stock under incentive and purchase plans, net of forfeitures (22,230) 1,136,951 19,767 (2,463)
Stock-based compensation 12,533 12,533
Contribution of noncontrolling interest 16 16
Reclassification of share-based liability awards 2,510 2,510
Balance, February 29, 2020 129,060,664 $ 1,290 $ 351,481 $ (121,390) $ 1,704,045 (9,998,775) $ (177,583) $ 212 $ 1,758,055


	Three Months Ended November 30, 2020
	Common Stock									Treasury Stock
(in thousands, except share and per share data)	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Number of Shares	Amount		Non-controlling Interest		Total
Balance, September 1, 2020	129,060,664	$	1,290	$	358,912	$	(103,764)	$	1,807,826	(9,839,759)	$	(175,063)	$	212	$	1,889,413
Net earnings								64,093							64,093
Other comprehensive loss						(7,291)									(7,291)
Dividends ($0.12 per share)								(14,406)							(14,406)
Issuance of stock under incentive and purchase plans, net of forfeitures				(23,527)						847,116	13,186				(10,341)
Stock-based compensation				8,011											8,011
Reclassification of share-based liability awards				5,420											5,420
Balance, November 30, 2020	129,060,664	$	1,290	$	348,816	$	(111,055)	$	1,857,513	(8,992,643)	$	(161,877)	$	212	$	1,934,899

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, ~~2020 ("2020~~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 ~~2020~~2021 Form 10-K. The results of operations for the three ~~and six~~ month ~~periods~~period 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 six~~ month period ended ~~February 29,~~November 30, 2020.

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. CHANGES IN BUSINESS

Facility ~~Closures~~Closure and ~~Dispositions~~Disposition

In October 2019, the Company closed the melting operations at its Rancho Cucamonga facility, which is part of the North America ~~segment.~~ Insegment, and in August 2020, the Company announced plans to sell the ~~Rancho Cucamonga site and~~facility. Additionally, in September 2021, the Company ceased operations at ~~this~~a rebar fabrication facility ~~in January 2021. As a result,~~adjacent to the Rancho Cucamonga facility. Due to these closures, the Company recorded ~~$5.4 million and $13.4~~$8.0 million of ~~expense~~expenses in the three ~~and six~~ months ended ~~February 28, 2021, respectively, and $6.3 million of expense in the six months ended February 29, 2020, all of which was recorded in the first quarter of~~November 30, 2020 related to asset impairments, severance, pension curtailment, environmental obligations and vendor agreement terminations. Expenses recorded in the three months ended November 30, 2021 were immaterial. The ~~disposition does~~closures did not meet the criteria for discontinued ~~operations,~~operations.

As of August 31, 2021, the associated assets of the Rancho Cucamonga facility and asthe adjacent rebar fabrication facility, comprised of ~~February 28, 2021, does not qualify~~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 ~~accounting.~~in the Company's condensed consolidated balance sheets as of November 30, 2021 and August 31, 2021.

On September 29, 2021, the Company entered into a definitive agreement to sell the assets associated with the facilities. On December 28, 2021, the sale of the assets associated with the facilities was completed for gross proceeds of $313.0 million, subject to customary purchase price adjustments.

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NOTE 3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

Three Months Ended February 28, 2021
(in thousands) Foreign Currency Translation Unrealized Gain (Loss) on Derivatives Defined Benefit Obligation Total AOCI
Balance, December 1, 2020 $ (96,321) $ (10,224) $ (4,510) $ (111,055)
Other comprehensive income (loss) before reclassifications 1,465 9,535 (14) 10,986
Amounts reclassified from AOCI 0 (320) 0 (320)
Income taxes 0 (1,751) 0 (1,751)
Net other comprehensive income (loss) 1,465 7,464 (14) 8,915
Balance, February 28, 2021 $ (94,856) $ (2,760) $ (4,524) $ (102,140)
Six Months Ended February 28, 2021
(in thousands) Foreign Currency Translation Unrealized Gain (Loss) on Derivatives Defined Benefit Obligation Total AOCI
Balance, September 1, 2020 $ (87,933) $ (11,334) $ (4,497) $ (103,764)
Other comprehensive income (loss) before reclassifications (6,923) 10,972 (34) 4,015
Amounts reclassified from AOCI 0 (387) 0 (387)
Income taxes 0 (2,011) 7 (2,004)
Net other comprehensive income (loss) (6,923) 8,574 (27) 1,624
Balance, February 28, 2021 $ (94,856) $ (2,760) $ (4,524) $ (102,140)


	Three Months Ended November 30, 2021
(in thousands)	Foreign Currency Translation		Unrealized Gain (Loss) on Derivatives		Defined Benefit Obligation		Total AOCI
Balance, September 1, 2021	$	(105,680)	$	21,781	$	(921)	$	(84,820)
Other comprehensive income (loss) before reclassifications	(39,688)		27,474		(8)		(12,222)
Reclassification for gain(1)	—		(3,789)		—		(3,789)
Income tax (expense) benefit	—		(4,500)		2		(4,498)
Net other comprehensive income (loss)	(39,688)		19,185		(6)		(20,509)
Balance, November 30, 2021	$	(145,368)	$	40,966	$	(927)	$	(105,329)


	Three Months Ended November 30, 2020
(in thousands)	Foreign Currency Translation		Unrealized Gain (Loss) on Derivatives		Defined Benefit Obligation		Total AOCI
Balance, September 1, 2020	$	(87,933)	$	(11,334)	$	(4,497)	$	(103,764)
Other comprehensive income (loss) before reclassifications	(8,388)		1,437		(20)		(6,971)
Reclassification for gain(1)	—		(67)		—		(67)
Income tax (expense) benefit	—		(260)		7		(253)
Net other comprehensive income (loss)	(8,388)		1,110		(13)		(7,291)
Balance, November 30, 2020	$	(96,321)	$	(10,224)	$	(4,510)	$	(111,055)

Three Months Ended February 29, 2020
(in thousands) Foreign Currency Translation Unrealized Gain (Loss) on Derivatives Defined Benefit Obligation Total AOCI
Balance, December 1, 2019 $ (114,574) $ 1,731 $ (3,742) $ (116,585)
Other comprehensive loss before reclassifications (1,066) (4,501) (14) (5,581)
Amounts reclassified from AOCI (2) (104) 0 (106)
Income taxes 0 876 6 882
Net other comprehensive loss (1,068) (3,729) (8) (4,805)
Balance, February 29, 2020 $ (115,642) $ (1,998) $ (3,750) $ (121,390)
Six Months Ended February 29, 2020
(in thousands) Foreign Currency Translation Unrealized Gain (Loss) on Derivatives Defined Benefit Obligation Total AOCI
Balance, September 1, 2019 $ (121,498) $ 1,106 $ (3,734) $ (124,126)
Other comprehensive income (loss) before reclassifications 5,858 (3,619) (24) 2,215
Amounts reclassified from AOCI (2) (214) 0 (216)
Income taxes 0 729 8 737
Net other comprehensive income (loss) 5,856 (3,104) (16) 2,736
Balance, February 29, 2020 $ (115,642) $ (1,998) $ (3,750) $ (121,390)
_________________

~~Items reclassified out~~(1) Reclassifications for gains on derivatives included in net earnings are recorded in cost of ~~AOCI were immaterial for the three and six months ended February 28, 2021 and February 29, 2020. Thus, the corresponding line items~~goods sold in the condensed consolidated statements of ~~earnings to which the items were reclassified are not presented.~~earnings.

NOTE 4. 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 ~~11%~~9% and ~~12%~~14% of net sales in the North America segment in the three ~~and six~~ months ended ~~February 28,~~November 30, 2021 and 2020, respectively. Revenue from contracts where the Company does not provide installation services is recognized over time using an output measure, and these contracts represented 9% of net sales in the North America segment in ~~both~~ the three ~~and six~~ months ended ~~February 28, 2021. The remaining 80%~~November 30, 2021 and ~~79% of~~2020. 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, in the three and six months ended February 28, 2021, respectively.~~expedient.

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


(in thousands)	(in thousands)	February 28, 2021		August 31, 2020		(in thousands)	November 30, 2021		August 31, 2021
Contract assets (included in accounts receivable)	Contract assets (included in accounts receivable)	$	54,468	$	53,275	Contract assets (included in accounts receivable)	$	61,888	$	64,168
Contract liabilities (included in accrued expenses and other payables)	Contract liabilities (included in accrued expenses and other payables)	18,638		25,450		Contract liabilities (included in accrued expenses and other payables)	29,066		23,948

~~During~~The amount of revenue reclassified from August 31, 2021 contract liabilities during the ~~six~~three months ended ~~February 28,~~November 30, 2021 was approximately ~~$21.3 million was recognized in the condensed consolidated statements of earnings related to August 31, 2020 contract liabilities.~~$10.3 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 ~~February 28,~~November 30, 2021, ~~$688.3~~$862.7 million was allocated to remaining performance obligations in the North America segment related to those contracts.

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NOTE 5. INVENTORIES, NET

The majority of the Company's inventories are in the form of semi-finished and finished goods. Under the Company’s business model, products are sold to external customers in various stages, from semi-finished billets through fabricated steel, leading these categories to be combined. As such, at ~~February 28,~~November 30, 2021 and August 31, ~~2020,~~2021, work in process inventories were immaterial. At ~~February 28,~~November 30, 2021 and August 31, ~~2020,~~2021, the Company's raw materials inventories were ~~$213.3~~$329.9 million and ~~$123.9~~$286.1 million, respectively.

NOTE 6. GOODWILL AND OTHER INTANGIBLES

Goodwill by reportable segment at ~~February 28,~~November 30, 2021 is detailed in the following table:

(in thousands) North America Europe Consolidated
Goodwill, gross* $ 71,941 $ 4,491 $ 76,432
Accumulated impairment losses* (10,036) (161) (10,197)
Goodwill, net* $ 61,905 $ 4,330 $ 66,235



(in thousands)	North America		Europe		Consolidated
Goodwill, gross*	$	71,941	$	4,094	$	76,035
Accumulated impairment*	(10,036)		(147)		(10,183)
Goodwill, net*	$	61,905	$	3,947	$	65,852

_________________

* The change in balance from August 31, ~~2020~~2021 was immaterial.

The total gross carrying amounts of the Company's intangible assets subject to amortization were ~~$21.8~~$21.3 million and ~~$22.1~~$21.7 million, and the total net carrying amounts were ~~$11.4~~$9.3 million and ~~$12.6~~$10.1 million at ~~February 28,~~November 30, 2021 and August 31, ~~2020,~~2021, respectively. These assets were included in other noncurrent assets on the Company's condensed consolidated balance sheets. Intangible amortization expense from continuing operations related to such intangible assets was immaterial for the three ~~and six~~ months ended ~~February 28,~~November 30, 2021 and ~~February 29,~~ 2020. Excluding goodwill, the Company did not have any significant intangible assets with indefinite lives at ~~February 28,~~November 30, 2021.

At February 28, 2021 and August 31, 2020, the net carrying amount of the acquired unfavorable contract backlog liability was $3.0 million and $6.0 million, respectively. Amortization of the acquired unfavorable contract backlog was $1.5 million and $3.0 million for the three and six months ended February 28, 2021, respectively, and $6.0 million and $14.3 million for the

~~corresponding periods, and was recorded as an increase to net sales in the Company’s condensed consolidated statements of earnings.~~

NOTE 7. LEASES

The following table presents the components of the total leased assets and lease liabilities and their classification in the Company's condensed consolidated balance sheets:


(in thousands)	(in thousands)	Classification in Condensed Consolidated Balance Sheets	February 28, 2021		August 31, 2020		(in thousands)	Classification in Condensed Consolidated Balance Sheets	November 30, 2021		August 31, 2021
Assets:	Assets:						Assets:
Operating assets	Operating assets	Other noncurrent assets	$	117,547	$	114,905	Operating assets	Other noncurrent assets	$	118,855	$	112,202
Finance assets	Finance assets	Property, plant and equipment, net	52,325		50,642		Finance assets	Property, plant and equipment, net	53,221		55,308
Total leased assets	Total leased assets		$	169,872	$	165,547	Total leased assets		$	172,076	$	167,510

Liabilities:	Liabilities:						Liabilities:
Operating lease liabilities:	Operating lease liabilities:						Operating lease liabilities:
Current	Current	Accrued expenses and other payables	$	27,176	$	27,604	Current	Accrued expenses and other payables	$	28,327	$	26,433
Long-term	Long-term	Other noncurrent liabilities	98,807		95,810		Long-term	Other noncurrent liabilities	97,891		93,409
Total operating lease liabilities	Total operating lease liabilities		125,983		123,414		Total operating lease liabilities		126,218		119,842
Finance lease liabilities:	Finance lease liabilities:						Finance lease liabilities:
Current	Current	Current maturities of long-term debt and short-term borrowings	15,228		14,373		Current	Current maturities of long-term debt and short-term borrowings	15,808		16,040
Long-term	Long-term	Long-term debt	35,992		35,851		Long-term	Long-term debt	33,128		36,104
Total finance lease liabilities	Total finance lease liabilities		51,220		50,224		Total finance lease liabilities		48,936		52,144
Total lease liabilities	Total lease liabilities		$	177,203	$	173,638	Total lease liabilities		$	175,154	$	171,986

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The components of lease ~~cost~~expense were as follows:

Three Months Ended Six Months Ended
(in thousands) February 28, 2021 February 29, 2020 February 28, 2021 February 29, 2020
Operating lease expense $ 8,651 $ 8,815 $ 17,373 $ 17,605
Finance lease expense:
Amortization of assets 3,219 2,720 6,458 4,885
Interest on lease liabilities 563 465 1,118 866
Total finance lease expense 3,782 3,185 7,576 5,751
Variable and short-term lease expense 4,324 4,381 9,286 8,314
Total lease expense $ 16,757 $ 16,381 $ 34,235 $ 31,670


	Three Months Ended November 30,
(in thousands)	2021		2020
Operating lease expense	$	8,584	$	8,722
Finance lease expense:
Amortization of assets	3,235		3,239
Interest on lease liabilities	514		555
Total finance lease expense	3,749		3,794
Variable and short-term lease expense	5,162		4,962
Total lease expense	$	17,495	$	17,478

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

February 28, 2021 August 31, 2020
Weighted average remaining lease term (years)
Operating leases 6.4 6.3
Finance leases 3.6 3.8
Weighted average discount rate
Operating leases 4.482 % 4.283 %
Finance leases 4.296 % 4.270 %


	November 30, 2021		August 31, 2021
Weighted average remaining lease term (years)
Operating leases	6.0		6.2
Finance leases	3.4		3.6

Weighted average discount rate
Operating leases	4.275	%	4.451	%
Finance leases	4.045	%	4.079	%

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


		Six Months Ended					Three Months Ended November 30,
(in thousands)	(in thousands)	February 28, 2021		February 29, 2020		(in thousands)	2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Cash paid for amounts included in the measurement of lease liabilities:						Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	Operating cash outflows from operating leases	$	17,812	$	17,594	Operating cash outflows from operating leases	$	8,749	$	9,047
Operating cash outflows from finance leases	Operating cash outflows from finance leases	1,125		787		Operating cash outflows from finance leases	519		560
Financing cash outflows from finance leases	Financing cash outflows from finance leases	7,761		6,426		Financing cash outflows from finance leases	4,199		3,795

Right of use ("ROU") assets obtained in exchange for lease obligations:
Right of use assets obtained in exchange for lease obligations:						Right of use assets obtained in exchange for lease obligations:
Operating leases	Operating leases	20,249		28,942		Operating leases	$	15,912	$	12,267
Finance leases	Finance leases	8,784		13,040		Finance leases	1,002		6,300

~~Maturities~~Future maturities of lease liabilities at ~~February 28,~~November 30, 2021 are presented in the following table:


(in thousands)	(in thousands)	Operating Leases		Finance Leases		(in thousands)	Operating Leases		Finance Leases
Year 1	Year 1	$	32,387	$	17,138	Year 1	$	33,528	$	17,480
Year 2	Year 2	26,877		14,767		Year 2	28,441		15,170
Year 3	Year 3	22,162		12,336		Year 3	22,763		12,163
Year 4	Year 4	17,182		8,716		Year 4	17,842		5,719
Year 5	Year 5	12,921		2,392		Year 5	12,984		1,362
Thereafter	Thereafter	35,374		97		Thereafter	29,033		512
Total lease payments	Total lease payments	146,903		55,446		Total lease payments	144,591		52,406
Less: Imputed interest		20,920		4,226
Less imputed interest						Less imputed interest	18,373		3,470
Present value of lease liabilities	Present value of lease liabilities	$	125,983	$	51,220	Present value of lease liabilities	$	126,218	$	48,936

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NOTE 8. CREDIT ARRANGEMENTS

Long-term debt was as follows:


(in thousands)	(in thousands)	Weighted Average Interest Rate as of February 28, 2021	February 28, 2021		August 31, 2020		(in thousands)	Weighted Average Interest Rate as of November 30, 2021	November 30, 2021		August 31, 2021
2031 Notes	2031 Notes	3.875%	$	300,000	$	0	2031 Notes	3.875%	$	300,000	$	300,000
2027 Notes	2027 Notes	5.375%	300,000		300,000		2027 Notes	5.375%	300,000		300,000
2026 Notes		5.750%	0		350,000

2023 Notes	2023 Notes	4.875%	330,000		330,000		2023 Notes	4.875%	330,000		330,000
Poland Term Loan	Poland Term Loan	1.710%	40,068		40,713		Poland Term Loan	3.080%	44,055		49,726
Short-term borrowings							Short-term borrowings	1.161%	29,992		26,560
Other	Other	5.100%	21,329		21,329		Other	5.100%	19,492		19,492

Finance leases	Finance leases		51,220		50,224		Finance leases		48,936		52,144
Total debt	Total debt		1,042,617		1,092,266		Total debt		1,072,475		1,077,922
Less debt issuance costs	Less debt issuance costs		8,805		8,581		Less debt issuance costs		7,778		8,141
Total amounts outstanding	Total amounts outstanding		1,033,812		1,083,685		Total amounts outstanding		1,064,697		1,069,781
Less current maturities of long-term debt			22,777		18,149

Less current maturities of long-term debt and short-term borrowings							Less current maturities of long-term debt and short-term borrowings		56,896		54,366
Long-term debt	Long-term debt		$	1,011,035	$	1,065,536	Long-term debt		$	1,007,801	$	1,015,415

In February 2021, the Company issued $300.0 million of 3.875% Senior Notes due February 2031 (the "2031 Notes"). Issuance costs associated with the 2031 Notes were approximately $4.9 million. Interest on the 2031 Notes is payable semiannually.

In May 2018, the Company issued $350.0 million of 5.750% Senior Notes due April 2026 (the "2026 Notes"). In February 2021, the Company accepted for purchase approximately $77.8 million of the outstanding principal amount of the 2026 Notes

through a cash tender offer. Following the expiration of the cash tender offer on February 18, 2021, the Company redeemed the remaining outstanding principal amount of the 2026 Notes. In the three and six month periods ended February 28, 2021, the Company recognized a $16.8 million loss on debt extinguishment related to the retirement of the 2026 Notes.

The Company had 0no amounts drawn under its ~~$350.0~~$400.0 million revolving credit facility (the "Revolver") at ~~February 28,~~November 30, 2021 ~~and~~or August 31, ~~2020.~~2021. The availability under the Revolver was reduced by outstanding stand-by letters of credit totaling $3.0 million at ~~February 28,~~at November 30, 2021 and August 31, ~~2020~~.2021.

The Company has a Term Loan facility (the "Poland Term Loan") through its subsidiary, CMC Poland Sp. z.o.o. ("CMCP")~~, which allows for a maximum aggregate principal amount of Polish zloty ("PLN") 250.0~~. At November 30, 2021, PLN 181.0 million, or ~~$66.8~~$44.1 million, ~~at February 28, 2021. At February 28, 2021 and~~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, ~~2020, PLN 150.0 million, or $40.1 million, and PLN 150.0 million, or $40.7 million, respectively, was outstanding.~~2021.

The Company also has credit facilities in Poland through its subsidiary, CMCP. At ~~February 28,~~November 30, 2021, CMCP's credit facilities totaled PLN ~~275.0~~300.0 million, or ~~$73.5~~$73.0 million. ~~These facilities expire in March 2022. No~~There were 0 amounts ~~were~~ outstanding under these facilities as of ~~February 28,~~November 30, 2021 or August 31, ~~2020.~~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 ~~$0.8~~$5.7 million at ~~February 28,~~November 30, 2021 and August 31, ~~2020,~~2021, respectively.

The Company's debt agreements require compliance with certain non-financial and financial covenants, including an interest coverage ratio and a debt to capitalization ratio. At ~~February 28,~~November 30, 2021, the Company was in compliance with all covenants contained in its debt agreements.

Accounts Receivable Facilities

The Company had no advance payments outstanding under its U.S. trade accounts receivable facility at ~~February 28,~~November 30, 2021 or August 31, ~~2020.~~2021.

The Poland accounts receivable facility ~~has~~had a limit of PLN ~~220.0~~288.0 million, or ~~$58.8~~$70.1 million, at ~~February 28,~~November 30, 2021. The Company had noPLN 123.2 million, or $30.0 million, advance payments outstanding under the Poland accounts receivable facility at ~~February 28,~~November 30, 2021, and PLN 101.7 million, or $26.6 million, advance payments outstanding at August 31, ~~2020.~~2021.

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NOTE 9. DERIVATIVES

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

At ~~February 28,~~November 30, 2021, ~~the notional values of the Company's foreign currency and commodity commitments were $165.8 million and $217.2 million, respectively. At August 31, 2020,~~ the notional values of the Company's foreign currency and commodity contract commitments were ~~$138.5~~$320.2 million and ~~$195.8~~$217.5 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 ~~February 28,~~November 30, 2021:

Commodity

Long/Short

Total

Aluminum

Long

~~3,350~~1,875

~~Aluminum~~

~~Short~~

~~1,675~~

Copper

Long

~~1,077~~612

Copper

Short

~~7,836~~9,095

Electricity

Long

~~1,967,000~~1,817,000

MW(h)

Natural Gas

Long

1,631,700

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.

Foreign currency derivatives not designated as hedging instruments resulted in a loss, before income taxes, of $8.0 million and $1.9 million in the three months ended November 30, 2021 and 2020, respectively. Commodity derivatives not designated as hedging instruments resulted in a ~~loss,~~gain, before income taxes, of ~~$11.0 million and $16.6~~$2.7 million in the three ~~and six~~ months ended ~~February 28,~~November 30, 2021, ~~respectively,~~ and a ~~gain,~~loss, before income taxes, of ~~$1.7 million and $0.4~~$5.6 million in the three ~~and six~~ months ended ~~February 29,~~November 30, 2020, ~~respectively,~~ primarily recorded in cost of goods sold within the condensed consolidated statements of earnings. ~~Foreign exchange~~Commodity derivatives accounted for as cash flow hedging instruments resulted in anet gains of $22.2 million and ~~net gain~~ ~~of $7.7 million and $8.9 million, in the three and six months ended February 28, 2021, respectively, and a net loss of $3.6 million and $2.9~~$1.2 million in the three ~~and six~~ months ended ~~February 29,~~November 30, 2021 and 2020, respectively, recognized in the condensed consolidated statements of comprehensive ~~income (loss).~~income.

The Company's natural gas and electricity commodity derivatives accounted for as cash flow hedging instruments have maturities extending to November 2024 and December 2030, respectively. Included in the AOCI balance as of November 30, 2021 was an estimated net gain of $3.9 million from cash flow hedging instruments that is expected to be reclassified into earnings within the next twelve months. See Note 10, Fair Value, for the fair value of the Company's derivative instruments recorded in the condensed ~~consolidated~~consolidated balance sheets.

NOTE 10. FAIR VALUE

The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into 3 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 ~~our 2020~~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) February 28, 2021 Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3)
Assets:
Investment deposit accounts (1)
$ 345,240 $ 345,240 $ 0 $ 0
Commodity derivative assets (2)
1,091 1,091 0 0
Foreign exchange derivative assets (2)
1,301 0 1,301 0
Liabilities:
Commodity derivative liabilities (2)
11,349 7,064 0 4,285
Foreign exchange derivative liabilities (2)
635 0 635 0

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			Fair Value Measurements at Reporting Date Using
(in thousands)	November 30, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Investment deposit accounts (1)	$	361,387	$	361,387	$	—	$	—
Commodity derivative assets (2)	50,253		2,361		—		47,892
Foreign exchange derivative assets (2)	1,207		—		1,207		—
Liabilities:
Commodity derivative liabilities (2)	375		375		—		—
Foreign exchange derivative liabilities (2)	4,072		—		4,072		—


				Fair Value Measurements at Reporting Date Using									Fair Value Measurements at Reporting Date Using
(in thousands)	(in thousands)	August 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		(in thousands)	August 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:	Assets:									Assets:
Investment deposit accounts (1)	Investment deposit accounts (1)	$	449,824	$	449,824	$	0	$	0	Investment deposit accounts (1)	$	441,297	$	441,297	$	—	$	—
Commodity derivative assets (2)	Commodity derivative assets (2)	202		202		0		0		Commodity derivative assets (2)	27,323		910		—		26,413
Foreign exchange derivative assets (2)	Foreign exchange derivative assets (2)	1,484		0		1,484		0		Foreign exchange derivative assets (2)	2,537		—		2,537		—
Liabilities:	Liabilities:									Liabilities:
Commodity derivative liabilities (2)	Commodity derivative liabilities (2)	19,000		3,993		0		15,007		Commodity derivative liabilities (2)	1,352		1,352		—		—
Foreign exchange derivative liabilities (2)	Foreign exchange derivative liabilities (2)	459		0		459		0		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 9, 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 in 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 November 30, 2021 and 2020:

February 28, 2021
Unobservable Inputs Low High Average
Floating rate (PLN) 151.74 264.53 221.74


	Floating rate (PLN)
November 30,	Low	High	Average
2021	252.79	540.39	348.99
2020	151.66	247.56	203.96

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 may cause volatility in the fair value estimate and is the primary reason for ~~the~~ unrealized ~~gain~~gains and losses included in other comprehensive income ("OCI") in the three ~~and six~~ months ended ~~February 28, 2021.~~November 30, 2021 and 2020.

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(in thousands)	Three Months Ended ~~February 28,~~November 30, 2021
Balance, ~~December~~September 1, ~~2020~~2021	$	~~(13,614)~~26,413

Total gains, realized and unrealized
~~Recognized in net earnings~~Unrealized holding gain(1)	~~253~~25,208
~~Recognized~~Reclassification for gain included in ~~OCI~~net earnings(2)	~~9,076~~ (3,729)
Balance, ~~February 28,~~November 30, 2021	$	~~(4,285)~~47,892









(in thousands)	~~Six~~Three Months Ended ~~February 28, 2021~~November 30, 2020
Balance, September 1, 2020	$	(15,007)

Total gains, realized and unrealized
~~Recognized in net earnings~~Unrealized holding gain(1)	~~253~~1,393
~~Recognized in OCI(2)~~	~~10,469~~
Balance, ~~February 28, 2021~~November 30, 2020	$	~~(4,285)~~(13,614)

~~_________________~~________________

(1) Unrealized holding gains are included in OCI in the condensed consolidated statements of comprehensive income.

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

~~(2) Gains recognized in OCI are included in the unrealized holding gain in the condensed consolidated statements of comprehensive income (loss).~~

There were no material non-recurring fair value remeasurements during the three ~~and six~~ months ended ~~February 28,~~November 30, 2021 or ~~February 29,~~ 2020.

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

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


			February 28, 2021				August 31, 2020						November 30, 2021				August 31, 2021
(in thousands)	(in thousands)	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value		(in thousands)	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
2031 Notes (1)	2031 Notes (1)	Level 2	$	300,000	$	301,674	$	0	$	0	2031 Notes (1)	Level 2	$	300,000	$	297,378	$	300,000	$	306,279
2027 Notes (1)	2027 Notes (1)	Level 2	300,000		319,428		300,000		319,377		2027 Notes (1)	Level 2	300,000		309,978		300,000		316,839
2026 Notes (1)		Level 2	0		0		350,000		367,374
2023 Notes (1)	2023 Notes (1)	Level 2	330,000		349,104		330,000		345,335		2023 Notes (1)	Level 2	330,000		341,058		330,000		348,071
Poland Term Loan(2)	Poland Term Loan(2)	Level 2	40,068		40,068		40,713		40,713		Poland Term Loan(2)	Level 2	44,055		44,055		49,726		49,726
Short-term borrowings (2)											Short-term borrowings (2)	Level 2	29,992		29,992		26,560		26,560

_________________

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

(2) The Poland Term Loan ~~contains~~and short-term borrowings contain variable interest rates, and as a result, the carrying ~~value approximates~~values approximate fair value.

1615

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NOTE 11. STOCK-BASED COMPENSATION PLANS

The Company's stock-based compensation plans are described in Note ~~15,~~13, Stock-Based Compensation Plans, to the consolidated financial statements in the ~~2020~~2021 Form 10-K. In general, restricted stock units ~~granted in 2021~~ vest ratably over a period of three years. Subject to the achievement of performance targets established by the Compensation Committee of CMC's Board of Directors, performance stock units ~~granted in 2021~~ vest after a period of three years.

During the ~~six~~three months ended ~~February 28,~~November 30, 2021 and ~~February 29,~~ 2020, the Company granted the following awards under its stock-based compensation plans:

February 28, 2021

February 29, 2020

November 30, 2021

November 30, 2020

(in thousands, except per share data)

Shares Granted

Weighted Average Grant Date Fair Value

Shares Granted

Weighted Average Grant Date Fair Value

(in thousands, except share and per share data)

Shares Granted

Weighted Average Grant Date Fair Value

Shares Granted

Weighted Average Grant Date Fair Value

Equity method

1,512

20.51

1,521

18.32

Equity method

1,407

27.77

1,399

20.39

Liability method

324

N/A

426

N/A

Liability method

261

N/A

324

N/A

~~During the three and six months ended February 28, 2021 and February 29, 2020, the~~The Company recorded immaterial mark-to-market adjustments on liability ~~awards.~~awards for the three months ended November 30, 2021 and 2020. At ~~February 28,~~November 30, 2021, the Company had outstanding ~~711,648~~591,483 equivalent shares accounted for under the liability method. The Company expects ~~676,065~~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 on the Company's condensed consolidated statements of earnings:

Three Months Ended Six Months Ended
(in thousands) February 28, 2021 February 29, 2020 February 28, 2021 February 29, 2020
Stock-based compensation expense $ 12,696 $ 7,536 $ 21,758 $ 15,805


	Three Months Ended November 30,
(in thousands)	2021		2020
Stock-based compensation expense	$	9,619	$	9,062

NOTE 12. STOCKHOLDERS' EQUITY AND EARNINGS PER SHARE

Basic 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 ~~earnings per share~~EPS from continuing operations were as follows:

Three Months Ended Six Months Ended
(in thousands, except share data) February 28, 2021 February 29, 2020 February 28, 2021 February 29, 2020
Earnings from continuing operations $ 66,233 $ 63,596 $ 130,144 $ 146,351
Basic earnings per share:
Shares outstanding for basic earnings per share 120,345,432 118,919,455 120,052,459 118,644,823
Basic earnings per share from continuing operations $ 0.55 $ 0.53 $ 1.08 $ 1.23
Diluted earnings per share:
Shares outstanding for basic earnings per share 120,345,432 118,919,455 120,052,459 118,644,823
Effect of dilutive securities:
Stock-based incentive/purchase plans 1,406,427 1,487,801 1,619,735 1,658,436
Shares outstanding for diluted earnings per share 121,751,859 120,407,256 121,672,194 120,303,259
Diluted earnings per share from continuing operations $ 0.54 $ 0.53 $ 1.07 $ 1.22


	Three Months Ended November 30,
(in thousands, except share and per share data)	2021		2020
Earnings from continuing operations	$	232,889	$	63,911

Average basic shares outstanding	121,129,679		119,762,706
Effect of dilutive securities	1,668,059		1,365,338
Average diluted shares outstanding	122,797,738		121,128,044

Earnings per share from continuing operations:
Basic	$	1.92	$	0.53
Diluted	$	1.90	$	0.53

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

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

~~During the first quarter of 2015,~~In October 2021, CMC's Board of Directors authorized a share repurchase program under which CMC may repurchase up to ~~$100.0~~$350.0 million of shares of common stock. During the three ~~and six~~ months ended ~~February 28,~~November 30, 2021, ~~CMC did 0t repurchase any~~the Company repurchased

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159,500 shares of CMC common ~~stock.~~stock, at an average purchase price of $33.28 per share. CMC had remaining authorization to repurchase ~~$27.6~~$344.7 million of shares of common stock at ~~February 28,~~November 30, 2021.

NOTE 13. COMMITMENTS AND CONTINGENCIES

~~Legal and Environmental Matters~~

In the ordinary course of conducting its business, the Company becomes involved in litigation, administrative proceedings and governmental investigations, including environmental matters. ~~See Note 19, Commitments~~At November 30, 2021 and ~~Contingencies,~~August 31, 2021, the amounts accrued for cleanup and remediation costs at certain sites in response to ~~the consolidated financial statements in the 2020 Form 10-K.~~

The Company has received notices from the U.S. Environmental Protection Agency ("EPA") or state agencies with similar responsibility that it is considered a potentially responsible party at several sites, none of which are ownedstatutes enforced by ~~the Company, and may be obligated under~~ the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") or similar state statutes to conduct remedial investigations, feasibility studies, remediation and/or removal of alleged releases of hazardous substances or to reimburse the EPA for such activities. The Company is involved in litigation or administrative proceedings with regard to several of these sites in which the Company is contesting, or at the appropriate time may contest, its liability at the sites. In addition, the Company has received information requests with regard to other sites which may be under consideration by the EPA as potential CERCLA sites. Some of these environmental matters or other proceedings may result in fines, penalties or judgments being assessed against the Company. At February 28, 2021 and August 31, 2020, the amounts accrued for cleanup and remediation costs in connection with CERCLA sites were immaterial. ~~The estimation process is based on currently available information which is, in many cases, preliminary and incomplete.~~ Total accrued environmental liabilities, including CERCLA sites, were ~~$6.8~~$5.2 million and ~~$3.4~~$7.1 million at ~~February 28,~~November 30, 2021 and August 31, ~~2020,~~2021, respectively, of which ~~$2.4~~$2.2 million and ~~$2.7~~$2.3 million were classified as other long-term liabilities at ~~February 28,~~November 30, 2021 and August 31, ~~2020,~~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 ~~shortcomings~~uncertainties of the estimation process and other factors, amounts accrued could vary significantly from amounts paid. ~~Historically, the amounts the Company has ultimately paid for such remediation activities have not been material.~~

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

NOTE 14. BUSINESS SEGMENTS

The Company structures its business into 2 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 ~~2020~~2021 Form 10-K 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 from continuing operations by reportable ~~segment:~~segment and Corporate and Other:


		Three Months Ended February 28, 2021									Three Months Ended November 30, 2021
(in thousands)	(in thousands)	North America		Europe		Corporate and Other		Continuing Operations		(in thousands)	North America		Europe		Corporate and Other		Continuing Operations
Net sales	Net sales	$	1,257,486	$	202,066	$	2,718	$	1,462,270	Net sales	$	1,653,622	$	329,056	$	(877)	$	1,981,801
Adjusted EBITDA	Adjusted EBITDA	171,612		16,107		(45,986)		141,733		Adjusted EBITDA	268,524		79,832		(34,334)		314,022

		Six Months Ended February 28, 2021
(in thousands)		North America		Europe		Corporate and Other		Continuing Operations
Net sales		$	2,452,499	$	396,662	$	4,912	$	2,854,073
Adjusted EBITDA		327,246		30,577		(72,457)		285,366
Total assets at February 28, 2021*		2,957,534		566,195		540,312		4,064,041

Total assets at November 30, 2021										Total assets at November 30, 2021	3,389,890		736,872		598,496		4,725,258


	Three Months Ended November 30, 2020
(in thousands)	North America		Europe		Corporate and Other		Continuing Operations
Net sales	$	1,195,013	$	194,596	$	2,194	$	1,391,803
Adjusted EBITDA	155,634		14,470		(26,471)		143,633





Total assets at August 31, 2021	3,221,465		729,766		687,440		4,638,671

Three Months Ended February 29, 2020
(in thousands) North America Europe Corporate and Other Continuing Operations
Net sales $ 1,161,283 $ 180,079 $ (399) $ 1,340,963
Adjusted EBITDA 152,831 13,451 (28,561) 137,721
Six Months Ended February 29, 2020
(in thousands) North America Europe Corporate and Other Continuing Operations
Net sales $ 2,378,003 $ 345,468 $ 2,200 $ 2,725,671
Adjusted EBITDA 327,563 24,810 (54,847) 297,526
Total assets at August 31, 2020*
2,862,805 532,850 686,073 4,081,728

~~_________________~~

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

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

Three Months Ended Six Months Ended
(in thousands) February 28, 2021 February 29, 2020 February 28, 2021 February 29, 2020
Earnings from continuing operations $ 66,233 $ 63,596 $ 130,144 $ 146,351
Interest expense 14,021 15,888 28,280 32,466
Income taxes 20,941 22,845 42,534 50,177
Depreciation and amortization 41,573 41,389 83,372 82,330
Amortization of acquired unfavorable contract backlog (1,509) (5,997) (3,032) (14,328)
Asset impairments 474 0 4,068 530
Adjusted EBITDA from continuing operations $ 141,733 $ 137,721 $ 285,366 $ 297,526


	Three Months Ended November 30,
(in thousands)	2021		2020
Earnings from continuing operations	$	232,889	$	63,911
Interest expense	11,035		14,259
Income taxes	28,872		21,593
Depreciation and amortization	41,226		41,799
Asset impairments	—		3,594
Amortization of acquired unfavorable contract backlog	—		(1,523)
Adjusted EBITDA from continuing operations	$	314,022	$	143,633

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Disaggregation of Revenue

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


	Three Months Ended November 30, 2021
(in thousands)	North America		Europe		Corporate and Other		Total
Major product:
Raw materials	$	353,092	$	6,960	$	—	$	360,052
Steel products	675,042		243,145		—		918,187
Downstream products	514,396		70,072		—		584,468
Other	111,092		8,385		(383)		119,094
Net sales-unaffiliated customers	1,653,622		328,562		(383)		1,981,801
Intersegment net sales, eliminated on consolidation	—		494		(494)		—
Net sales	$	1,653,622	$	329,056	$	(877)	$	1,981,801


	Three Months Ended November 30, 2020
(in thousands)	North America		Europe		Corporate and Other		Total
Major product:
Raw materials	$	210,237	$	2,830	$	—	$	213,067
Steel products	457,657		151,455		—		609,112
Downstream products	437,029		34,473		—		471,502
Other	90,090		5,427		2,605		98,122
Net sales-unaffiliated customers	1,195,013		194,185		2,605		1,391,803
Intersegment net sales, eliminated on consolidation	—		411		(411)		—
Net sales	$	1,195,013	$	194,596	$	2,194	$	1,391,803

NOTE 15. SUBSEQUENT EVENT

On December 3, 2021, the Company signed a definitive agreement to acquire TAC Acquisition Corp. ("Tensar"), a portfolio company of Castle Harlan Inc.’s fund, Castle Harlan Partners V, L.P., and a leading global provider of engineered solutions for subgrade reinforcement and soil stabilization used in road, infrastructure and commercial construction projects. The transaction is expected to close during the first half of calendar year 2022, and is subject to the satisfaction or waiver of customary closing conditions, including customary regulatory review. Upon closing, the Company ~~believes disaggregating by these categories depicts how the nature, amount, timing and uncertainty~~will pay a cash purchase price of ~~revenue and cash flows are affected by economic factors.~~

Three Months Ended February 28, 2021
(in thousands) North America Europe Corporate Total
Major product:
Raw material products $ 255,012 $ 4,775 $ 0 $ 259,787
Steel products 514,201 157,482 0 671,683
Downstream products 400,397 33,762 0 434,159
Other 87,876 5,540 3,225 96,641
Net sales-unaffiliated customers 1,257,486 201,559 3,225 1,462,270
Intersegment net sales, eliminated on consolidation 0 507 (507) 0
Net sales $ 1,257,486 $ 202,066 $ 2,718 $ 1,462,270
Six Months Ended February 28, 2021
(in thousands) North America Europe Corporate Total
Major product:
Raw material products $ 465,249 $ 7,605 $ 0 $ 472,854
Steel products 971,858 308,937 0 1,280,795
Downstream products 837,426 68,235 0 905,661
Other 177,966 10,967 5,830 194,763
Net sales-unaffiliated customers $ 2,452,499 $ 395,744 $ 5,830 $ 2,854,073
Intersegment net sales, eliminated on consolidation 0 918 (918) 0
Net sales $ 2,452,499 $ 396,662 $ 4,912 $ 2,854,073

$550.0 million, subject to customary purchase price adjustments. The transaction is not contingent on any financing arrangements.

Three Months Ended February 29, 2020
(in thousands) North America Europe Corporate Total
Major product:
Raw material products $ 193,312 $ 2,408 $ 0 $ 195,720
Steel products 437,648 147,525 0 585,173
Downstream products 441,765 23,758 0 465,523
Other 88,558 5,965 24 94,547
Net sales-unaffiliated customers 1,161,283 179,656 24 1,340,963
Intersegment net sales, eliminated on consolidation 0 423 (423) 0
Net sales $ 1,161,283 $ 180,079 $ (399) $ 1,340,963
Six Months Ended February 29, 2020
(in thousands) North America Europe Corporate Total
Major product:
Raw material products $ 374,935 $ 4,613 $ 0 $ 379,548
Steel products 878,811 277,269 0 1,156,080
Downstream products 941,492 51,958 0 993,450
Other 182,765 10,856 2,972 196,593
Net sales-unaffiliated customers 2,378,003 344,696 2,972 2,725,671
Intersegment net sales, eliminated on consolidation 0 772 (772) 0
Net sales $ 2,378,003 $ 345,468 $ 2,200 $ 2,725,671

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

In the following discussion, references to "we," "us," "our" or the "Company" mean Commercial Metals Company ("CMC") and its consolidated subsidiaries, unless the context otherwise requires. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes thereto, which are included in this Quarterly Report on Form 10-Q (the "Form 10-Q"), and our consolidated financial statements and the notes thereto, which are included in our Annual Report on Form 10-K for the year ended August 31, ~~2020~~2021 (the ~~"2020~~"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 ~~section~~sections entitled "Risk Factors" in Part I, Item 1A of ~~the 2020~~our 2021 Form ~~10-K and this Form 10-Q.~~10-K. 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 three ~~or six~~ month period ended ~~February 29,~~November 30, 2020.

~~COVID-19 UPDATE~~

We continue to closely monitor the impact of the COVID-19 pandemic ("COVID-19") on the Company, employees, customers and supply chain. While COVID-19 may have a negative impact on our results of operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19, the actions to contain the outbreak or treat its impact, and the timing of distribution of COVID-19 vaccines and the economic response thereto means the related financial impact cannot be reasonably estimated at this time.

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 ~~the~~our ~~2020~~2021 Form 10-K.

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 ~~including~~of facilities that includes seven electric arc furnace ("EAF") mini mills, two EAF micro mills, aone rerolling mill, steel fabrication and processing plants, construction-related product warehouses and metal recycling facilities in the U.S. and Poland. 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 product categories as these are the two variables that typically have the greatest impact on our results of operations. We group our products into three categories: raw materials, steel products and downstream products. 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.

~~We use adjusted~~Key Performance Indicators

Adjusted EBITDA from continuing operations ("adjusted EBITDA") is used by management to compare and evaluate the ~~financial~~period-over-period underlying business operational performance of our segments. Adjusted EBITDA is the sum of the Company's earnings from continuing operations 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 ~~of our steel products~~ and downstream products margin over scrap costs period-over-period is a consistent area of focus for our Company and industry. ~~Metal~~Steel products metal margin ~~is an important metric~~and downstream products margin over scrap costs are metrics used by

management to monitor the results of our vertically integrated organization. ~~For our steel~~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. ~~The metal~~Downstream products margin ~~for our downstream products~~over scrap costs is the difference between the average selling price per ton of fabricated rebar and steel fence post products and the ~~cost of material utilized by our fabrication facilities~~scrap input costs to produce these products. The majority of our downstream products selling

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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.

Impact of COVID-19

The impact of the COVID-19 pandemic ("COVID-19" or "pandemic") on our operations was limited during the three months ended November 30, 2021 and 2020. We continue to evaluate the nature and extent of future impacts of the evolving pandemic on our operations and are complying with applicable 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.

Financial Results Overview

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

Three Months Ended Six Months Ended
(in thousands, except per share data) February 28, 2021 February 29, 2020 February 28, 2021 February 29, 2020
Net sales $ 1,462,270 $ 1,340,963 $ 2,854,073 $ 2,725,671
Earnings from continuing operations 66,233 63,596 130,144 146,351
Diluted earnings per share $ 0.54 $ 0.53 $ 1.07 $ 1.22


	Three Months Ended November 30,
(in thousands, except per share data)	2021		2020
Net sales	$	1,981,801	$	1,391,803
Earnings from continuing operations	232,889		63,911
Diluted earnings per share	$	1.90	$	0.53

Net sales for the three ~~and six~~ months ended~~February 28,~~ November 30, 2021 increased ~~$121.3~~$590.0 million, or 9%42%, ~~and~~ ~~$128.4 million, or 5%, respectively,~~ compared to the corresponding ~~periods.~~period. The ~~increases were~~ ~~primarily due~~growth in net sales is largely attributable to rising prices, which have favorably impacted year-over-year ~~increases in raw materials average~~ selling prices ~~in our North America segment and in steel products average selling prices~~across all major product lines in both of our segments.

~~Earnings from continuing operations for~~ Continued strong demand in our end-use markets has supported the ~~three and six months endedFebruary 28, 2021 increased $2.6 million and decreased~~ ~~$16.2 million,~~ ~~respectively, compared to the corresponding periods.~~ ~~Earnings~~growth in average selling prices, while volumes across our product lines remained relatively flat in the three months ended ~~February 28,~~November 30, 2021, ~~were relatively flat while earnings in~~compared to the corresponding period.

~~six~~ ~~months ended February 28, 2021 were impacted by compressed metal margins in~~

In the first quarter of ~~2021~~2022, we achieved earnings from continuing operations of $232.9 million, an increase of $169.0 million, or 264%, compared to the corresponding period. The increase was driven by the significant expansion of steel products metal margin per ton and raw materials margin over purchase cost per ton, as ~~a result of rising raw material average~~the increases in selling prices ~~while~~outpaced the rising input costs of ferrous scrap utilized in our steel ~~products~~mill operations and ~~downstream products average selling prices decreased or remained flat. In~~ the ~~second~~ ~~quarter of 2021, steel products average selling prices,~~price paid to purchase obsolete and ~~therefore~~industrial scrap in our scrap metal ~~margins, began to increase to offset the higher raw material prices.~~recycling operations.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ~~were relatively flat~~increased $9.0 million for the three ~~and six~~ months ended ~~February 28,~~November 30, 2021 compared to the corresponding ~~periods~~.period. The increase was driven largely by a $3.6 million increase in labor-related expenses in the three months ended November 30, 2021, compared to the corresponding period, and $3.2 million of acquisition-related costs incurred during the first quarter of 2022, with no such amount in the corresponding period.

Interest Expense

Interest expense for the three ~~and six~~ months ended~~February 28,~~ November 30, 2021 decreased ~~$1.9~~$3.2 million ~~and $4.2 million, respectively, compared~~compared to the corresponding ~~periods.~~period. The ~~decreases~~decrease was driven largely by the lower interest rate on the 2031 Notes, which were ~~driven by a reduction in long-term debt, primarily due~~outstanding during the three months ended November 30, 2021, compared to the ~~early repayment of~~interest rate on the ~~Term Loan (as defined in Note 10, Credit Arrangements, to~~2026 Notes, which were outstanding during the ~~consolidated financial statements in the 2020 Form 10-K) in the year ended August 31, 2020.~~corresponding period.

Income Taxes

The effective income taxtax rate from continuing operations for the three ~~and six~~ months ended~~February 28,~~ November 30, 2021 was ~~24.0% and 24.6%~~11.0%, ~~respectively,~~ compared with ~~26.4% and 25.5%~~25.3% in the corresponding ~~periods.~~period. The decrease is primarily due to the recognition of a capital loss on a tax restructuring transaction during the three months ended November 30, 2021.

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SEGMENT OPERATING DATA

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

North America

Three Months Ended Six Months Ended
(in thousands) February 28, 2021 February 29, 2020 February 28, 2021 February 29, 2020
Net sales $ 1,257,486 $ 1,161,283 $ 2,452,499 $ 2,378,003
Adjusted EBITDA 171,612 152,831 327,246 327,563
External tons shipped (in thousands)
Raw materials 302 321 632 641
Rebar 472 461 958 936
Merchant and other 268 238 532 474
Steel products 740 699 1,490 1,410
Downstream products 343 366 714 779
Average selling price (per ton)
Steel products $ 695 $ 625 $ 653 $ 625
Downstream products 929 984 931 979
Cost of ferrous scrap utilized per ton $ 344 $ 256 $ 304 $ 238
Steel products metal margin per ton 351 369 349 387


	Three Months Ended November 30,
(in thousands)	2021		2020
Net sales	$	1,653,622	$	1,195,013
Adjusted EBITDA	268,524		155,634

External tons shipped (in thousands)
Raw materials	334		330
Rebar	442		486
Merchant and other	257		264
Steel products	699		750
Downstream products	400		371

Average selling price (per ton)
Steel products	$	976	$	612
Downstream products	1,092		934

Cost of ferrous scrap utilized per ton	$	428	$	266
Steel products metal margin per ton	548		346

Net sales for the three ~~and six~~ months ended~~February 28,~~ November 30, 2021 increased ~~$96.2~~$458.6 million, or 8%38%, ~~and $74.5 million, or 3%, respectively, compared to the corresponding periods. T~~he year-over-year increases in net sales were primarily due to $251 and $162 per ton increases in raw materials average selling prices and $70 and $28 per ton increases in steel products average selling prices in ~~the three and six months ended February 28, 2021, respectively,~~ compared to the corresponding ~~periods. Heightened demand from steel producers resulted in higher raw materials average selling prices which drove increases in steel products average selling prices.~~period. The ~~increases~~year-over-year increase in net sales ~~as a result of these higher~~was primarily due to average selling price increases of 64% for raw materials, 59% for steel products and 17% for downstream products compared to the corresponding period. The rise in selling prices ~~were partially~~is supported by strengthened demand in our end-use markets due to greater construction and industrial activity compared to the corresponding period. Net sales was impacted to a lesser extent by a 7% decrease in shipments of steel products due to the absence of production from the former Rancho Cucamonga mill operations. This decrease was offset in part by ~~$55 and $48 per ton year-over-year decreases~~an 8% increase in shipments of downstream products, largely due to growth in downstream products ~~average selling prices in the three and~~ ~~six~~ ~~months ended~~ ~~February 28,~~backlog at August 31, 2021 ~~respectively~~. ~~Net sales included amortization benefit of $1.5 million and $3.0 million~~ ~~for the~~ ~~three and six months endedFebruary 28, 2021, respectively, and $6.0 million and $14.3 million for the corresponding periods, respectively, related~~compared to ~~the acquired unfavorable contract backlog.~~August 31, 2020.

Adjusted EBITDA for the three months ended~~February 28,~~ November 30, 2021 increased ~~$18.8~~ $112.9 million, ~~and was flat for the six months ended February 28, 2021, compared~~or 73%, compared to the corresponding ~~periods.~~period. The year-over-year increase in adjusted EBITDA in the three months ended ~~February 28,~~November 30, 2021 was due ~~in part~~primarily to a ~~41 thousand~~ ~~ton increase in steel products shipped and significant~~ expansion inof raw materials ~~margin. Further, while our~~margin over purchase cost per ton and steel products metal margin per ~~ton~~ton. 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 ~~the three months ended~~ ~~February 28, 2021~~ ~~contracted $18 per ton compared to the corresponding period, this operating statistic does not fully reflect the margin achieved throughout the period. In times of sharply rising~~ raw ~~material costs~~materials and steel products ~~average selling prices, we benefit from selling lower cost inventory produced in prior periods. Adjusted EBITDA did not include the $1.5 million or $3.0 million benefit of the amortization of the acquired unfavorable contract backlog reserve described above~~.increased at a greater rate year-over-year. Adjusted EBITDA included non-cash stock compensation expense of ~~$3.8~~$2.7 million ~~and $7.1 million~~ for the three ~~and six~~ months ended~~February 28,~~ November 30, 2021, ~~respectively,~~ and ~~$2.7 million and $5.6~~$3.3 million for the corresponding ~~periods.~~period.

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Europe

Three Months Ended Six Months Ended
(in thousands) February 28, 2021 February 29, 2020 February 28, 2021 February 29, 2020
Net sales $ 202,066 $ 180,079 $ 396,662 $ 345,468
Adjusted EBITDA 16,107 13,451 30,577 24,810
External tons shipped (in thousands)
Rebar 78 145 206 267
Merchant and other 275 235 544 451
Steel products 353 380 750 718
Average selling price (per ton)
Steel products $ 532 $ 449 $ 495 $ 455
Cost of ferrous scrap utilized per ton $ 328 $ 251 $ 296 $ 248
Steel products metal margin per ton 204 198 199 207


	Three Months Ended November 30,
(in thousands)	2021		2020
Net sales	$	329,056	$	194,596
Adjusted EBITDA	79,832		14,470

External tons shipped (in thousands)
Rebar	103		128
Merchant and other	262		269
Steel products	365		397

Average selling price (per ton)
Steel products	$	869	$	461

Cost of ferrous scrap utilized per ton	$	434	$	262
Steel products metal margin per ton	435		199

Net sales for the ~~three and six months endedFebruary 28, 2021 increased $22.0 million, or 12%, and $51.2 million, or 15%, respectively, compared to the corresponding periods. For the~~ three months ended ~~February 28,~~November 30, 2021 increased $134.5 million, or 69%, compared to the ~~year-over-year~~corresponding period. The increase ~~in net sales~~ was driven largely by ~~a $83 per ton~~the increase in steel products average selling prices ~~partially offset~~of $408 per ton during the three months ended November 30, 2021, compared to the corresponding period, supported by ~~a 27 thousand ton decrease in~~continued strong demand for steel products ~~shipped. The year-to-date increase in net sales was driven by a 32 thousand ton year-over-year increase in~~from both construction and industrial end markets. Shipments of steel products ~~shipments,~~decreased 8% compared to the corresponding period, primarily as ~~demand increased in~~a result of scheduled maintenance during the first quarter of 2021 due to a resilient Polish construction sector and an upturn in Central European manufacturing activity, coupled with a $40 per ton year-over-year increase in steel products average selling prices.2022. Net sales for the three ~~and six~~ months ended ~~February 28,~~November 30, 2021 were also impacted by ~~favorable~~an unfavorable foreign currency translation ~~adjustments~~adjustment of ~~$8.3~~$13.5 million, ~~and $13.0 million, respectively,~~ due to the ~~decrease~~increase in the average value of the U.S. dollar relative to the Polish ~~zloty.~~zloty, compared to a favorable foreign currency translation adjustment of $4.7 million during the corresponding period.

Adjusted EBITDA for the ~~three and six months endedFebruary 28, 2021 increased $2.7 million~~ ~~and $5.8 million, respectively, as compared to the corresponding periods. For the~~ three months ended ~~February 28,~~November 30, 2021 ~~the year-over-year increase in adjusted EBITDA was due, in part, to a $6 per ton increase in steel products metal margin~~increased $65.4 million, or 452%, compared to the corresponding period. ~~Similar to the North America segment, we benefited from selling lower cost inventory during the majority~~The primary driver of the three month period ended February 28, 2021 in an environment of rising prices, which contributed to the increase in adjusted EBITDA compared to the corresponding period. For the six months ended February 28, 2021, the increase in adjusted EBITDA was ~~primarily due to a 32 thousand ton increase~~an expansion in steel products ~~sold in comparison~~metal margin per ton, which increased 119% compared to the corresponding period, as the growth in average selling price for steel products outpaced the increased costs of ferrous scrap utilized. 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. ~~The~~Adjusted EBITDA for the three months ended November 30, 2021 included an unfavorable foreign currency exchange rate impact of $3.0 million, compared to an immaterial foreign currency translation ~~to adjusted EBITDA in~~adjustment during the ~~three and six months ended February 28, 2021 was immaterial.~~corresponding period. Adjusted EBITDA included non-cash stock compensation expense of ~~$0.7~~$1.5 million ~~and $1.4 million~~ for the three ~~and six~~ months ended ~~February 28,~~November 30, 2021, ~~respectively,~~ and ~~$0.3 million and $0.8~~$0.7 million for the corresponding ~~periods.~~period.

Corporate and Other

Corporate and Other reported adjusted ~~EBITD~~AEBITDA loss of ~~$46.0 million and $72.5~~$34.3 million for the three ~~and six~~ months ended~~February 28,~~ November 30, 2021, ~~respectively, as~~ compared to adjusted EBITDA loss of ~~$28.6~~$26.5 million ~~and $54.8 million~~ in the corresponding ~~periods.~~period. The primary reason for the ~~increases~~increase in the adjusted EBITDA loss was a $4.2 million increase in labor-related expenses year-over-year ~~was the~~ ~~$16.8~~and a $3.2 million ~~loss on debt extinguishment~~increase in acquisition-related costs incurred in the three ~~and six~~ months ended~~February 28,~~ November 30, 2021, with no such costs in the corresponding ~~periods~~. ~~Adjusted~~period. Additionally, adjusted EBITDA included non-cash stock compensation expense of ~~$8.2~~$5.4 million ~~and $13.3 million f~~orfor the three ~~and six~~ months ended~~February 28,~~ November 30, 2021, ~~respectively, and $4.6 million and $9.4~~compared to $5.1 million for the corresponding ~~periods, respectively.~~period.

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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 ~~the sale~~sales of raw materials, steel ~~nonferrous metals~~products, downstream products and related ~~products.~~materials and services, as described in Part I, Item 1, Business, of our 2021 Form 10-K. 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 14% of total trade receivables at ~~February 28,~~November 30, 2021.

~~From time to time, we~~We use futures or forward contracts to mitigate the risks from fluctuations in commodity prices, foreign currency exchange rates, interest rates and natural gas, electricity and other energy prices. See Note 9, Derivatives, for further information.

The table below reflects our sources, facilities and ~~available~~availability of liquidity at ~~February 28,~~November 30, 2021. See Note 8, Credit Arrangements, for additional information.


(in thousands)	(in thousands)	Total Facility		Availability		(in thousands)	Total Facility		Availability
Cash and cash equivalents	Cash and cash equivalents	$	367,347	$	367,347	Cash and cash equivalents	$	415,055	$	415,055
Notes due from 2023 to 2031	Notes due from 2023 to 2031	930,000		*		Notes due from 2023 to 2031	930,000		*
Revolver	Revolver	350,000		346,958		Revolver	400,000		396,954
U.S. accounts receivable facility	U.S. accounts receivable facility	200,000		193,291		U.S. accounts receivable facility	150,000		150,000
Poland credit facilities	Poland credit facilities	73,459		72,601		Poland credit facilities	73,039		72,182
Poland accounts receivable facility	Poland accounts receivable facility	58,767		53,425		Poland accounts receivable facility	70,117		40,125
Poland Term Loan	Poland Term Loan	66,781		26,712		Poland Term Loan	44,055		—

_________________

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

We are continually reviewing our capital resources to determine whether we can meet our short and long-term goals. Our cash and cash equivalents position remains strong at $415.1 million as of November 30, 2021. We anticipate our current cash balances, cash flows from operations and available sources of liquidity will be sufficient to maintain operations, make necessary capital expenditures, pay dividends and opportunistically repurchase shares for at least the next twelve months. Additionally, we believe our long-term liquidity position remains strong and expect 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 to fund such long-term liquidity needs.

As of November 30, 2021 and 2020, 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 ~~$1.2~~$25.8 million for the ~~six~~three months ended ~~February 28,~~November 30, 2021, compared to ~~$253.4~~net cash flows used by operating activities of $12.1 million for the ~~six~~three months ended ~~February 29,~~November 30, 2020. ~~We had a $16.7~~Net earnings increased by $168.8 million year-over-year, ~~decrease in net earnings and~~offset by a ~~$222.9~~$111.5 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 primarily due to ~~increases in~~rising scrap prices and greater inventory ~~value~~levels in the ~~six~~three months ended ~~February 28,~~November 30, 2021, compared to the corresponding period. This increase was partially offset by a decrease in accounts payable, accrued expenses and other payables in the three months ended November 30, 2021, compared to the corresponding period, ~~coupled with an increase in accounts receivable which reflects~~due to the ~~higher average selling prices~~payment of a $32.1 million working capital adjustment related to the fiscal 2019 acquisition from Gerdau S.A. made in the ~~six~~three months ended ~~February 28, 2021, compared to a~~ ~~decrease~~ ~~in accounts receivable~~November 30, 2020, with no such payment in the ~~corresponding period. For continuing operations, operating~~three months ended November 30, 2021. Operating working capital days decreased ~~ten~~four days year-over-year.

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Investing Activities

Net cash flows used by investing activities were ~~$67.4~~$68.7 million and ~~$91.5~~$36.5 million for the ~~six~~three months ended ~~February 28,~~November 30, 2021 and ~~February 29,~~ 2020, respectively. The ~~$24.1~~$32.3 million ~~decrease~~increase in net cash flows used by investing activities was ~~due to~~primarily caused by an ~~$8.9 million year-over-year decline~~increase in capital expenditures as a ~~$9.9 million year-over-year decline~~result of the construction of our third micro mill located in acquisitions and a $6.3 million year-over-year increase in cash proceeds from the sale of property, plant and equipment and other in the six months ended February 28, 2021 compared to the corresponding period.Mesa, Arizona.

We estimate that our ~~2021~~2022 capital spending will range ~~from $200~~from $475 million to ~~$225~~$525 million. We regularly assess our capital spending based on current and expected results and the amount is subject to change.

In December 2021, we announced the signing of a definitive agreement to acquire TAC Acquisition Corp. (“Tensar”), a portfolio company of Castle Harlan Inc.’s fund, Castle Harlan Partners V, L.P., for a cash purchase price of $550.0 million, subject to customary purchase price adjustments. We anticipate that the transaction will close during the first half of calendar year 2022. See Note 15, Subsequent Event, for more information about the acquisition.

In addition, in January 2022, we announced the plan to construct a fourth micro mill geographically situated to primarily 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 used by financing activities were ~~$109.1~~$39.3 million and ~~$122.1~~$28.6 million for the ~~six~~three months ended ~~February 28,~~November 30, 2021 and ~~February 29,~~ 2020, respectively. ~~We had~~Net cash flows used by financing activities increased during the first quarter of 2022 as a result of multiple actions, including an increase of $2.6 million in dividends paid compared to the corresponding period, an increase of $6.0 million in stock issued under incentive and purchase plans, net ~~debt repayments~~ of ~~$61.5~~forfeitures, and $5.3 million of treasury stock acquired under the new share repurchase program which was authorized in October 2021. See Note 12, Stockholders' Equity and Earnings per Share, for more information on the share repurchase program. Partially offsetting the increase in net cash flows used by financing activities were net proceeds from accounts receivable facilities of $6.0 million in the ~~six~~three months ended ~~February 28,~~November 30, 2021, compared to no such net ~~debt repayments of $91.2 million~~proceeds in the corresponding period. ~~In addition, we paid $13.1 million of debt extinguishment costs related to our early retirement of the 2026 Notes in the~~ ~~six~~ ~~months ended February 28, 2021.~~

~~COVID-19 has not had a material impact on our operations to date, and our cash and cash equivalents position remains strong at $367.3 million~~ as of February 28, 2021. We anticipate our current cash balances, cash flows from operations and our available sources of liquidity will be sufficient to meet our cash requirements for the next twelve months. However, as the impact of COVID-19 on the economy and our operations evolves, we will continue to assess our liquidity needs. In the event of a sustained market deterioration, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions.

CONTRACTUAL OBLIGATIONS

Our material cash commitments from known contractual and other obligations ~~at February 28, 2021 decreased by approximately $20.5 million from August 31, 2020,~~ primarily ~~due to a decrease in~~consist of obligations for long-term debt and related interest, ~~payable, offset by an~~leases for properties and equipment and purchase obligations as part of normal operations. See Note 8, Credit Arrangements, for more information regarding scheduled maturities of our long-term debt. See Note 7, Leases, for additional information on leases.

Our undiscounted purchase obligations due in the twelve months following November 30, 2021 and August 31, 2021 were $736.3 million and $638.5 million, respectively, with $189.7 million and $228.0 million due thereafter, respectively. The increase in short-term purchase ~~obligations. O~~obligations was ~~ur estimated contractual obligations for the twelve months ending February 28, 2022 are approximately $512.0 million~~primarily due to construction of our third micro mill in Mesa, Arizona, and ~~primarily consist of~~other planned capital expenditures ~~incurred~~ 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 first quarter of 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.~~ request. At ~~February 28,~~November 30, 2021,, we had committed ~~$23.7~~$22.8 million under these arrangements, of which $3.0 million reduced availability under the Revolver.

~~OFF-BALANCE SHEET ARRANGEMENTS~~CONTINGENCIES

We ~~have no off-balance sheet arrangements that~~ may ~~have a current~~incur settlements, fines, penalties or ~~future material effect on~~judgments due to our ~~financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.~~

~~CONTINGENCIES~~

~~In the ordinary course of conducting our business, we become involved~~involvement in litigation, administrative proceedings and governmental investigations, including environmental ~~matters. We may incur settlements, fines, penalties or judgments because of some of these~~ matters. Liabilities and costs associated with litigation-related loss contingencies require estimates and judgments based on our knowledge of the facts and circumstances surrounding each matter and the advice of our legal counsel. We record liabilities for litigation-related losses when 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

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date. Changes in estimates are recorded in earnings in the period in which such changes occur. We do not believe that any currently pending legal proceedings to which we are a party will ~~have a material adverse effect,~~materially affect, individually or in the aggregate, on our results of operations, cash flows or financial condition. See Note 13, Commitments and Contingencies, for more information.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws with respect to general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and organic growth provided by acquisitions and strategic investments, demand for our products, 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, the proposed Tensar acquisition and the timing thereof, 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. There are inherent risks and uncertainties in any forward-looking statements. We caution readers not to place undue reliance on any forward-looking statements.~~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 ~~the 2020~~our 2021 Form 10-K, 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 ~~from the distribution~~ 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;

•compliance with and changes in existing and future ~~government~~ 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 ~~by our customers with our contracts;~~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 ~~start-up~~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 ~~investment;~~investments;

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

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

•impact of goodwill impairment charges;

•impact of long-lived asset impairment charges;

•currency fluctuations;

•global factors, such as trade measures, military conflicts and political uncertainties, including ~~the impact of the 2020 U.S. election on~~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”~~"Risk Factors" disclosed in our periodic and current reports filed with the SEC for specific risks which would cause actual results to be significantly different from those expressed or implied by these forward-looking statements. ~~It is not possible to identify all of the~~Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that ~~may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed herein may not occur and~~could cause actual results, ~~could~~performance or our achievements, or industry results, to differ materially from ~~those anticipated~~historical results, any future results, or performance or achievements expressed or implied ~~in the~~by such forward-looking statements. Accordingly, readers of this Form 10-Q are cautioned not to place undue reliance on ~~the~~any forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the three months ended November 30, 2021, the U.S. dollar equivalent of the Company's total gross foreign currency exchange contract commitments decreased $69.2 million, or 18%, 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 $101.3 million, partially offset by forward contracts denominated in euros with a Polish zloty functional currency, which increased $30.5 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 ~~the 2020~~our 2021 Form 10-K.

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ITEM 4. CONTROLS AND PROCEDURES

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

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our quarter ended ~~February 28,~~November 30, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For information regarding our legal proceedings, refer to ~~“Legal~~Note 13, Commitments and ~~Environmental Matters” in Note 13~~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,~~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 ~~will~~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~~There were no material changes to the risk factors previously disclosed in Part I, Item 1A, Risk Factors, of ~~the 2020~~our 2021 Form ~~10-K and Part II, Item 1A, Risk Factors, of the Quarterly Report on Form 10-Q for the period ended November 30, 2020:~~

Operating and start-up 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 investment.

Although we have successfully commissioned and operated similar technologies, there are some new technological, as well as operational, market and start-up risks associated with the construction and start-up of our third rolling mill in Poland and third micro mill to be located in Mesa, Arizona. We believe these facilities should be capable of consistently producing high-quality products, and in sufficient quantities and at a cost that will compare favorably with other similar steel manufacturing facilities; however, there can be no assurance that these expectations will be achieved. If we encounter cost overruns, system or process difficulties during or after start-up or quality control restrictions, our capital costs could increase materially, the expected benefits from the development of these facilities could be diminished or lost, and we could lose all or a substantial portion of our investment. We could also encounter commodity market risk if, during a sustained period, the cost to manufacture is greater than projected.10-K.

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

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~There were no~~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 ~~February 28,~~November 30, 2021.


Issuer Purchases of Equity Securities(1)
Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs As of the End of Period
September 1, 2021 - September 30, 2021	—	$	—	—	$	27,598,706
October 1, 2021 - October 12, 2021	—	—		—	27,598,706
October 13, 2021 - October 31, 2021	44,000	31.99		44,000	348,592,440
November 1, 2021 - November 30, 2021	115,500	33.77		115,500	344,692,005
	159,500			159,500

_________________

(1) On October 13, 2021, the Company announced that the Board of Directors authorized a new share repurchase program under which the Company may repurchase up to $350.0 million of the Company's outstanding common stock. This new program replaces the previously existing $100.0 million program announced on October 27, 2014, which was terminated by the Board of Directors in connection with the approval of the new program. 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 12, 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

2.1†

Agreement and Plan of Merger, dated as of December 3, 2021, by and among Commercial Metals Company, Tahoe Merger Sub Inc., TAC Acquisition Corp. and Castle Harlan Inc. (filed as Exhibit 2.1 to Commercial Metals Company's Current Report on Form 8-K filed December 7, 2021 and incorporated herein by reference).

3.1(a)

Restated Certificate of Incorporation dated March 2, 1989 (filed as Exhibit 3(i) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).

3.1(b)

Certificate of Amendment of Restated Certificate of Incorporation dated February 1, 1994 (filed as Exhibit 3(i)(a) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).

3.1(c)

Certificate of Amendment of Restated Certificate of Incorporation dated February 17, 1995 (filed as Exhibit 3(i)(b) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).

3.1(d)

Certificate of Amendment of Restated Certificate of Incorporation dated January 30, 2004 (filed as Exhibit 3(i)(d) to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2004 and incorporated herein by reference).

3.1(e)

Certificate of Amendment of Restated Certificate of Incorporation dated January 26, 2006 (filed as Exhibit 3(i) to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2006 and incorporated herein by reference).

3.1(f)

Certificate of Designation, Preferences and Rights of Series A Preferred Stock (filed as Exhibit 2 to Commercial Metals Company's Form 8-A filed August 3, 1999 and incorporated herein by reference).

3.2

Fourth Amended and Restated Bylaws (filed as Exhibit 3.1 to Commercial Metals Company's Current Report on Form 8-K dated September 23, 2019 and incorporated herein by reference).

~~4.1~~10.1

~~Fourth Supplemental Indenture,~~Purchase and Sale Agreement and Joint Escrow Instructions, dated ~~February 2,~~September 29, 2021, by and among ~~Commercial Metals Company~~TAMCO, CMC Steel Fabricators, Inc., as sellers, and ~~U.S. Bank National Association,~~BTC III Acquisitions LLC, as ~~trustee~~buyer (filed as ~~Exhibit 4.1~~exhibit 10.1 to Commercial Metals Company's Current Report on Form 8-K ~~dated February 2,~~filed September 30, 2021 and incorporated herein by reference).

~~4.2~~10.2

~~Form~~Fourth Amendment to the Employment Agreement, dated effective as of ~~3.875% Senior Note due 2031 (filed as Exhibit 4.2 to~~November 4, 2021, by and between Tracy L. Porter and Commercial Metals ~~Company's Current Report on Form 8-K~~Company (filed herewith).

10.3

Amended and Restated Employment Agreement, dated ~~February 2,~~effective as of November 4, 2021, by and ~~incorporated herein~~between Ty Garrison and Commercial Metals Company (filed herewith).

10.4

Amendment to Terms and Conditions of Stock Award, Employment and Separation, dated as effective November 4, 2021, by ~~reference)~~and between Paul J. Lawrence and Commercial Metals Company (filed herewith).

31.1

Certification of Barbara R. Smith, President and Chief Executive Officer of Commercial Metals Company, pursuant to Section 302 to the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2

Certification of Paul J. Lawrence, Seni or Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1

Certification of Barbara R. Smith, President and Chief Executive Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

32.2

Certification of Paul J. Lawrence, Senior Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ~~(filed~~(furnished herewith).

101.INS

Inline XBRL Instance Document (filed herewith).

101.SCH

Inline XBRL Taxonomy Extension Schema Document (filed herewith).

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).

104

Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101).

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† 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

~~March 24, 2021~~January 10, 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)


	Three Months Ended February 29, 2020
	Common Stock			Additional		Accumulated Other				Treasury Stock			Non-
(in thousands, except share data)	Number of Shares	Amount		Paid-In Capital		Comprehensive Loss		Retained Earnings		Number of Shares	Amount		controlling Interest		Total
Balance, December 1, 2019	129,060,664	$	1,290	$	347,192	$	(116,585)	$	1,654,489	(10,410,799)	$	(184,885)	$	196	$	1,701,697
Net earnings								63,798							63,798
Other comprehensive loss						(4,805)									(4,805)
Dividends ($0.12 per share)								(14,242)							(14,242)
Issuance of stock under incentive and purchase plans, net of forfeitures				(1,948)						412,024	7,302				5,354
Stock-based compensation				6,237											6,237
Contribution of noncontrolling interest													16		16

Balance, February 29, 2020	129,060,664	$	1,290	$	351,481	$	(121,390)	$	1,704,045	(9,998,775)	$	(177,583)	$	212	$	1,758,055

	Six Months Ended February 29, 2020
	Common Stock			Additional		Accumulated Other				Treasury Stock			Non-
(in thousands, except share data)	Number of Shares	Amount		Paid-In Capital		Comprehensive Loss		Retained Earnings		Number of Shares	Amount		controlling Interest		Total
Balance, September 1, 2019	129,060,664	$	1,290	$	358,668	$	(124,126)	$	1,585,379	(11,135,726)	$	(197,350)	$	196	$	1,624,057
Net earnings								147,146							147,146
Other comprehensive income						2,736									2,736
Dividends ($0.24 per share)								(28,480)							(28,480)
Issuance of stock under incentive and purchase plans, net of forfeitures				(22,230)						1,136,951	19,767				(2,463)
Stock-based compensation				12,533											12,533
Contribution of noncontrolling interest													16		16
Reclassification of share-based liability awards				2,510											2,510
Balance, February 29, 2020	129,060,664	$	1,290	$	351,481	$	(121,390)	$	1,704,045	(9,998,775)	$	(177,583)	$	212	$	1,758,055