~~Impact of COVID-19~~

~~The impact of~~Financial Results Overview


	Three Months Ended February 28,				Six Months Ended February 28,
(in thousands, except per share data)	2023		2022		2023		2022
Net sales	$	2,018,003	$	2,008,888	$	4,245,316	$	3,990,689
Net earnings	179,849		383,314		441,623		616,203
Diluted earnings per share	$	1.51	$	3.12	$	3.71	$	5.02

Net sales remained relatively flat for the ~~COVID-19 pandemic ("COVID-19"~~three months ended February 28, 2023, compared to the corresponding period, and increased $254.6 million, or ~~"pandemic") on~~6%, for the six months ended February 28, 2023, compared to the corresponding period. Net sales in our ~~operations was limited~~North America segment increased in the six months ended February 28, 2023, as compared to the corresponding period, primarily due to a year-over-year increase in downstream products average selling prices, which more than offset a year-over-year decrease in raw materials average selling prices. Net sales in our Europe segment also increased during the six months ended February 28, ~~2022~~2023, as compared to the corresponding period, due to a greater volume of shipments of steel products, which mitigated a reduction in steel products average selling prices. The acquired Tensar operations also contributed to the period-over-period changes by providing $51.4 million and 2021. We continue to evaluate the nature and extent of future impacts of the evolving pandemic on our operations and are complying with applicable 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.~~

Three Months Ended February 28, Six Months Ended February 28,
(in thousands, except per share data) 2022 2021 2022 2021
Net sales $ 2,008,888 $ 1,462,270 $ 3,990,689 $ 2,854,073
Earnings from continuing operations 383,314 66,233 616,203 130,144
Diluted earnings per share $ 3.12 $ 0.54 $ 5.02 $ 1.07

~~Net~~$113.0 million in net sales ~~for~~during the three and six months ended February 28, ~~2022 increased $546.6 million, or 37%, and $1.1 billion, or 40%,~~2023, respectively, ~~compared to~~with no such activity in the corresponding periods. The growth in net sales is largely attributable to rising selling prices across all major product lines in both of our segments for the three and six months ended February 28, 2022, compared to the corresponding periods. Continued strong demand from robust construction activity in all of our North America and Europe end-use markets was the primary driver for the increase in average selling prices.

During the three and six months ended February 28, ~~2022,~~2023, we achieved net earnings ~~from continuing operations~~of $179.8 million and $441.6 million, respectively, compared to net earnings of $383.3 million and $616.2 million, ~~respectively.~~respectively, during the corresponding periods. Included in net earnings ~~from continuing operations~~ during the three and six months ended February 28, 2022 was a $273.3 million gain on the sale of the Rancho Cucamonga facilities. See Note 2, Changes in Business, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information on the sale of the Rancho Cucamonga facilities. ~~Earnings from continuing operations, less the gain on the sale of the Rancho Cucamonga facilities, increased 66% and 163% during~~The remaining change in net earnings in the three and six months ended February 28, ~~2022, respectively,~~2023, compared to the corresponding ~~periods. These increases were~~periods, was an increase driven by the ~~significant~~ expansion of steel products metal margin ~~per ton in both of our segments~~ and ~~raw materials~~downstream products margin over ~~purchase cost~~scrap per ton in our North America ~~segment. Selling prices for~~segment, partially offset by steel products ~~and raw materials outpaced the rising input costs of ferrous scrap utilized~~metal margin compression in our steel mill operations and the price paid to purchase ferrous and nonferrous scrap in our scrap metal recycling operations, as well as increases in the cost of freight, energy and other steelmaking inputs.Europe segment.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses increased ~~$7.2~~$22.4 million and ~~$17.0~~$55.0 million ~~for~~during the three and six months ended February 28, 2022, respectively, compared to the corresponding periods. The increases were driven in part by increases in expenses related to labor, professional services and travel of $1.5 million, $2.2 million and $1.0 million during the three months ended February 28, 2022, respectively, and $5.1 million, $4.9 million and $2.3 million during the six months ended February 28, 2022,2023, respectively, compared to the corresponding periods. Contributing to the ~~year-over-year increase~~period-over-period increases were $22.0 million and $43.9 million of selling, general and administrative expenses from Tensar operations' commercial and engineering support in ~~professional services~~the three and six months ended February 28, 2023, respectively, with no such expenses ~~during~~in the corresponding periods. Additionally, the six months ended February 28, ~~2022 were $3.2~~2023 included a $4.2 million ~~of acquisition-related costs incurred during the first quarter of 2022,~~pension plan settlement charge, with no such ~~costs~~settlement charge in the corresponding period. See Note 12, Employees' Retirement Plans, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information on the pension plan termination activity.

Interest Expense

Interest expense decreased ~~$2.0 million and $5.2~~by $2.1 million during the three months ended February 28, 2023, compared to the corresponding period, and remained flat during the six months ended February 28, ~~2022, respectively,~~2023, compared to the corresponding ~~periods. The decreases were driven~~period. Contributing to the quarter-over-quarter decrease in ~~part by the lower~~ interest expense ~~on the $300.0 million of 3.875% Senior Notes due 2031, which were outstanding~~ during the three ~~and six~~ months ended February 28, ~~2022, compared to the interest expense on the $350.0~~2023 was a $2.8 million ~~of 5.750% Senior Notes due 2026, which were outstanding during the corresponding periods before their redemption~~increase in ~~February 2021. Additionally, total~~ capitalized interest, of $2.6 million and $4.2 million was recorded during the three and six months ended February 28, 2022, respectively. Total capitalized interest increased $1.9 million and $3.0 million during the three and six months ended February 28, 2022, compared to the corresponding ~~periods, due to~~period, resulting from the construction of the Company's third micro ~~mill, to be located in Mesa, Arizona.~~mill.

Income Taxes

The effective income tax rates ~~from continuing operations~~ for the three and six months ended February 28, ~~2022~~2023 were 23.6% and 23.1%, respectively, compared to 24.8% and 20.1%, respectively, ~~compared to 24.0% and 24.6%~~ in the corresponding periods. The decrease in the effective income tax rate ~~from continuing operations remained relatively flat~~ for the three months ended February 28, ~~2022 when~~2023, compared with the corresponding period, ~~ending February 28, 2021.~~is due to multiple factors of which no single item was material. The ~~decrease~~increase in the effective income tax rate for the six months ended February 28, ~~2022~~2023, compared with the corresponding period, is primarily due to the recognition of a ~~capital loss~~tax benefit on a tax restructuring transaction during the first quarter of ~~fiscal 2022.~~2022 that did not recur in 2023.

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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, for more information.~~ The operational data by product category presented in the tables below reflects activity from sales of raw materials, steel products and downstream products, as applicable, which comprise the majority of sales in North America and Europe. The data is calculated using averages, and therefore, it is not meaningful to quantify the effect that any individual ~~component~~metric had on the segment's net sales or adjusted EBITDA. See Note 15, Operating Segments, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information on our reportable segments.

North America


		Three Months Ended February 28,				Six Months Ended February 28,					Three Months Ended February 28,				Six Months Ended February 28,
(in thousands)		2022		2021		2022		2021
(in thousands, except per ton amounts)										(in thousands, except per ton amounts)	2023		2022		2023		2022
Net sales	Net sales	$	1,614,224	$	1,257,486	$	3,267,846	$	2,452,499	Net sales	$	1,640,933	$	1,614,224	$	3,457,832	$	3,267,846
Adjusted EBITDA	Adjusted EBITDA	535,463		171,612		803,987		327,246		Adjusted EBITDA	299,311		535,463		677,267		803,987

External tons shipped (in thousands)
External tons shipped										External tons shipped
Raw materials	Raw materials	329		302		663		632		Raw materials	321		329		637		663
Rebar	Rebar	407		472		849		958		Rebar	425		407		886		849
Merchant and other	Merchant and other	245		268		502		532		Merchant and other	236		245		479		502
Steel products	Steel products	652		740		1,351		1,490		Steel products	661		652		1,365		1,351
Downstream products	Downstream products	327		343		727		714		Downstream products	311		327		693		727

Average selling price (per ton)	Average selling price (per ton)									Average selling price (per ton)
Raw materials										Raw materials	$	868	$	1,103	$	846	$	1,068
Steel products	Steel products	$	1,041	$	695	$	1,007	$	653	Steel products	985		1,041		1,003		1,007
Downstream products	Downstream products	1,169		929		1,126		931		Downstream products	1,418		1,169		1,408		1,126

Cost of raw materials per ton										Cost of raw materials per ton	$	639	$	834	$	618	$	800
Cost of ferrous scrap utilized per ton	Cost of ferrous scrap utilized per ton	$	436	$	344	$	432	$	304	Cost of ferrous scrap utilized per ton	346		436		335		432
Steel products metal margin per ton	Steel products metal margin per ton	605		351		575		349		Steel products metal margin per ton	639		605		668		575

Net sales ~~for the three and six months ended February 28, 2022 increased $356.7 million, or 28%, and $815.3 million, or 33%, respectively, compared to the corresponding periods. The increase~~ in ~~net sales during~~our North America segment remained relatively flat for the three months ended February 28, ~~2022 was primarily due to average selling price increases of 30% for raw materials, 50% for steel products and 26% for downstream products~~2023, compared to the corresponding ~~period. Similarly, during~~period, and increased $190.0 million, or 6%, for the six months ended February 28, ~~2022, we experienced average selling price increases of 46% for raw materials, 54% for steel products and 21% for downstream products~~2023, compared to the corresponding period. ~~The rise in~~While average selling prices ~~is supported by strengthened demand in our end-use markets due to greater construction and industrial activity compared to the corresponding periods. While shipment volumes~~ of ~~raw materials and~~ downstream products ~~remained relatively flat~~increased 21% and 25%, respectively, during the three and six months ended February 28, ~~2022,~~2023, compared to the corresponding periods, ~~shipments of steel products declined 12% and 9%, respectively. The decreases~~raw materials average selling prices decreased 21% in ~~shipments in~~both the three and six months ended February 28, ~~2022 was a result of planned maintenance activities during the second quarter of 2022, coupled with stronger than normal shipment levels during~~2023, compared to the corresponding periods.

~~Adjusted EBITDA~~ The period-over-period increases in average selling prices for downstream products, many of which are fixed at the beginning of the project, reflected the increased input costs from rising scrap and energy prices during late 2021 and 2022 when the contracts were entered into. The increased net sales resulting from shipments of these higher priced downstream products contracts were partially offset by the impact from the period-over-period reductions in raw materials average selling prices caused by the decrease in ferrous scrap prices during the three and six months ended February 28, ~~2022 increased $363.9~~2023, compared to the corresponding periods. Net sales were impacted to a lesser extent by volumes, which remained relatively flat across all product lines during the three and six months ended February 28, 2023, compared to the corresponding periods. Although volumes during the second quarter of 2023 were negatively impacted by weather-related conditions, including significant precipitation in key markets, there was no impact on volumes from the planned maintenance that occurred during the second quarter of 2023, compared to the impact on volumes from the planned maintenance that occurred during the second quarter of 2022. The acquired Tensar operations also contributed $34.0 million and ~~$476.7~~$76.1 million of net sales during the three and six months ended February 28, 2023, respectively, with no such activity in the corresponding periods.

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During the three and six months ended February 28, 2023, we achieved adjusted EBITDA of $299.3 million and $677.3 million, respectively, compared to adjusted EBITDA of $535.5 million and $804.0 million, respectively, during the corresponding periods. Included in adjusted EBITDA during the three and six months ended February 28, 2022 was a $273.3 million gain on the sale of the Rancho Cucamonga facilities. See Note 2, Changes in Business, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information about the sale of the Rancho Cucamonga facilities. The ~~remaining~~ growth in the remaining adjusted EBITDA during the three and six months ended February 28, ~~2022 was primarily due~~2023, compared to ~~expansion of~~the corresponding periods, resulted from increased steel products metal margin per ton and ~~raw materials~~significant expansion in downstream products margin over ~~purchase cost~~scrap per ~~ton, compared to~~ton. The growth in margins in our vertically integrated business model is a result of the ~~corresponding periods. Although ferrous and nonferrous scrap prices increased and inflationary pressures caused an increase in the cost of freight, energy and other steelmaking inputs, the~~consistent average selling ~~price~~prices for steel products and ~~raw materials increased at a greater rate year-over-year. Adjusted EBITDA included non-cash stock compensation expense of $4.0 million and $6.7 million~~increases in average selling prices for downstream products discussed above, paired with the declining scrap price environment during the three and six months ended February 28, ~~2022, respectively, and $3.8~~2023, compared to the corresponding periods. Additionally, the acquired Tensar operations provided adjusted EBITDA of $7.4 million and ~~$7.1~~$15.5 million ~~for~~during the three and six months ended February 28, 2023, respectively, with no such activity in the corresponding periods.

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Europe


		Three Months Ended February 28,				Six Months Ended February 28,					Three Months Ended February 28,				Six Months Ended February 28,
(in thousands)		2022		2021		2022		2021
(in thousands, except per ton amounts)										(in thousands, except per ton amounts)	2023		2022		2023		2022
Net sales	Net sales	$	395,758	$	202,066	$	724,814	$	396,662	Net sales	$	355,633	$	395,758	$	762,146	$	724,814
Adjusted EBITDA	Adjusted EBITDA	81,149		16,107		160,981		30,577		Adjusted EBITDA	12,949		81,149		77,454		160,981

External tons shipped (in thousands)
External tons shipped										External tons shipped
Rebar	Rebar	172		78		275		206		Rebar	183		172		387		275
Merchant and other	Merchant and other	278		275		540		544		Merchant and other	253		278		522		540
Steel products	Steel products	450		353		815		750		Steel products	436		450		909		815

Average selling price (per ton)	Average selling price (per ton)									Average selling price (per ton)
Steel products	Steel products	$	851	$	532	$	859	$	495	Steel products	$	756	$	851	$	775	$	859

Cost of ferrous scrap utilized per ton	Cost of ferrous scrap utilized per ton	$	444	$	328	$	439	$	296	Cost of ferrous scrap utilized per ton	$	389	$	444	$	377	$	439
Steel products metal margin per ton	Steel products metal margin per ton	407		204		420		199		Steel products metal margin per ton	367		407		398		420

Net sales in our Europe segment decreased $40.1 million, or 10%, during the three months ended February 28, 2023, compared to the corresponding period, and increased $37.3 million, or 5%, during the six months ended February 28, 2023, compared to the corresponding period. Volumes remained strong during the three months ended February 28, 2023, though the $95 per ton decrease in steel products average selling price yielded a decrease in net sales during the three months ended February 28, 2023, compared to the corresponding period. During the six months ended February 28, 2023, volumes rose 12%, exceeding the impact of an $84 per ton decrease in steel products average selling price, compared to the corresponding period. These decreases in steel products average selling prices were driven by a low pricing environment across Europe. Shipment levels were supported by our optimized cost structure, which positioned us to competitively price our steel products, coupled with our historical investment in operations, which provided the capacity to meet customer demand. Net sales from the acquired Tensar operations partially mitigated the impact from year-over-year decreases in steel products average selling prices by providing $17.4 million and $36.9 million in net sales during the three and six months ended February 28, 2023, respectively, with no such activity in the corresponding periods. Net sales for the three and six months ended February 28, 2022 increased $193.7 million, or 96%, and $328.2 million, or 83%, respectively, compared to the corresponding periods. The increases were driven largely by the increases in steel products average selling prices of $319 per ton, or 60%, and $364 per ton, or 74%, during the three and six months ended February 28, 2022, respectively, compared to the corresponding periods. Increased demand for steel products from both construction and industrial end markets supported the increases in average selling prices. Additionally, shipments of steel products increased 27% and 9% during the three and six months ended February 28, 2022, respectively, compared to the corresponding periods. The growth in shipments of steel products during the three and six months ended February 28, 2022 was due in part to the absence of a maintenance program that was completed during the second quarter of 2021, reducing shipments during the corresponding periods, coupled with the increased demand for steel products described above. Net sales for the three and six months ended February 28, 20222023 were impacted by unfavorable foreign currency translation adjustments of ~~$35.2~~$30.5 million and ~~$48.7~~$110.1 million, respectively, due to the increase in the average value of the U.S. dollar relative to the Polish zloty, compared to ~~favorable~~unfavorable foreign currency translation adjustments of ~~$8.3~~$35.2 million and ~~$13.0~~$48.7 million, respectively, during the corresponding periods.

Adjusted EBITDA for the three and six months ended February 28, ~~2022 increased $65.0~~2023 decreased $68.2 million, or ~~404%~~84%, and ~~$130.4~~$83.5 million, or ~~426%~~52%, respectively, compared to the corresponding periods. The primary driver of the increases in adjusted EBITDA was an expansion in steel products metal margin per ton, which increased 100% during the three months ended February 28, 2022, compared to the corresponding period, and increased 111% during the six months ended February 28, 2022, compared to the corresponding period. During the three and six months ended February 28, 2022,While the cost of ferrous scrap utilized decreased $55 per ton ~~increased 35%~~ and 48%, respectively, compared to the corresponding periods, and inflationary pressures caused increases to the cost of freight, energy and other steelmaking inputs. However, the growth in average selling prices for steel products outpaced these increased costs in each period. Also offsetting the increased cost of energy were realized gains of $5.6 million and $9.4 million$62 per ton during the three and six months ended February 28, ~~2022,~~2023, respectively, ~~from a commodity derivative designated as a cash flow hedging instrument,~~ compared to ~~immaterial gains recorded~~the corresponding periods, the declines in steel products average selling prices described above outpaced falling scrap costs, resulting in decreases in steel products metal margin per ton of $40 and $22 during the three and six months ended February 28, 2023, respectively, compared to the corresponding periods. In addition to the change in steel products metal margin per ton, increased costs of electricity and natural gas of $71 per ton and $57 per ton during the three and six months ended February 28, 2023, respectively, compared to the corresponding periods, further contributed to the decrease in adjusted EBITDA. During the six months ended February 28, 2023, we received a $9.5 million energy credit, which helped mitigate higher energy costs by reducing cost of goods sold, but to a lesser extent than the $15.5 million energy credit received in the comparable period. Results also benefited from $1.5

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million and $4.8 million of adjusted EBITDA provided by the acquired Tensar operations during the three and six months ended February 28, 2023, respectively, with no such activity in the corresponding periods. Additionally, in the first quarter of 2022, we received a $15.5 million energy credit that was recorded as a reduction to cost of goods sold, with no similar credit received in the corresponding period. Adjusted EBITDA for the three and six months ended February 28, ~~2022~~2023 included unfavorable foreign currency ~~exchange rate impacts~~translation adjustments of $1.0 million and $14.5 million, respectively, compared to unfavorable foreign currency translation adjustments of $7.3 million and $10.3 million, respectively, ~~compared to immaterial foreign currency translation adjustments~~ during the corresponding periods. Adjusted EBITDA included non-cash stock compensation expense of $1.1 million and $2.6 million for the three and six months ended February 28, 2022, respectively, and $0.7 million and $1.4 million for the corresponding periods.

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Corporate and Other

Corporate and Other reported adjusted EBITDA ~~loss~~losses of ~~$52.5~~$15.6 million and ~~$86.8~~$55.3 million for the three and six months ended February 28, ~~2022,~~2023, respectively, compared to adjusted EBITDA ~~loss~~losses of ~~$46.0~~$52.5 million and ~~$72.5~~$86.8 million in the corresponding ~~periods. Contributing~~periods, respectively. During the three and six months ended February 28, 2023, we recognized $17.7 million in other revenue from our New Markets Tax Credit (“NMTC”) transactions, which was a primary driver of the decrease in adjusted EBITDA losses during the three and six months ended February 28, 2023, compared to the ~~increases~~corresponding periods. See Note 8, New Markets Tax Credit Transactions, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information. Also contributing to the decreases in adjusted EBITDA ~~loss~~losses were ~~$5.7~~$16.1 million ~~and $9.9 million increases~~ in ~~labor-related expenses~~debt extinguishment costs incurred during the three and six months ended February 28, 2022, ~~respectively,~~ compared to ~~the corresponding periods, and $3.2 million of acquisition-related costs incurred~~immaterial activity in ~~the first quarter of 2022, with no such costs in the corresponding period. Additionally, adjusted EBITDA included non-cash stock compensation expense of $11.2 million and $16.6 million for~~ the three and six months ended February 28, ~~2022,~~2023, as well as $6.1 million and $12.5 million of additional gains on short-term investments and benefit restoration plan assets during the three and six months ended February 28, 2023, respectively, compared to ~~$8.2 million and $13.3 million for~~ the corresponding periods. In contrast to these reductions to adjusted EBITDA loss, during the six months ended February 28, 2023 we recognized a $6.3 million increase in non-cash stock compensation expense, compared to the corresponding period, and a $4.2 million pension plan settlement charge, with no such settlement charge in the corresponding period. See Note 12, Employees' Retirement Plans, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information on the pension plan termination activity.

LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity and Capital Resources

~~Our cash~~Cash flows from operating activities are our principal sources of liquidity and result primarily from sales of raw materials, steel products, downstream products and related materials and services, as described in Part I, Item 1, Business, of our ~~2021~~2022 Form 10-K and Note 2, Changes in Business, in Part I, Item 1, Financial Statements, of this Form 10-Q.

We have a diverse and generally stable customer base, and regularly maintain a substantial amount of accounts receivable. We ~~record allowances for the~~actively monitor our accounts receivable ~~we estimate will not be collected~~and, based on market conditions and customers' financial condition, ~~and other factors. Historically, these~~record allowances ~~have not been material.~~when we believe accounts are uncollectible. We use credit insurance internationally to mitigate the risk of customer insolvency. We estimate that the amount of credit-insured receivables (and those covered by export letters of credit) was approximately ~~18%~~17% of total trade receivables at February 28, ~~2022.~~2023.

We use futures or forward contracts to mitigate the risks from fluctuations in commodity prices, foreign currency exchange rates, interest rates and natural gas, electricity and other energy prices. See Note 9, Derivatives, in Part I, Item 1, Financial Statements, of this Form 10-Q, for further information.

The table below reflects our sources, facilities and availability of liquidity at February 28, ~~2022.~~2023. See Note 8,7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q, for additional information.


(in thousands)	(in thousands)	Liquidity Sources and Facilities		Availability		(in thousands)	Liquidity Sources and Facilities		Availability
Cash and cash equivalents	Cash and cash equivalents	$	846,587	$	846,587	Cash and cash equivalents	$	603,966	$	603,966
Notes due from 2023 to 2032	Notes due from 2023 to 2032	1,230,000		*		Notes due from 2023 to 2032	1,114,059		(1)
Revolver	Revolver	400,000		398,604		Revolver	600,000		599,087
U.S. accounts receivable facility		150,000		150,000
Series 2022 Bonds, due 2047 **		145,060		—
Term Loan						Term Loan	200,000		200,000
Series 2022 Bonds, due 2047						Series 2022 Bonds, due 2047	145,060		—
Poland credit facilities	Poland credit facilities	71,614		67,560		Poland credit facilities	67,443		52,816
Poland accounts receivable facility	Poland accounts receivable facility	68,750		68,750		Poland accounts receivable facility	64,745		41,941
Poland Term Loan		40,923		—

Other						Other	4,086		1,202

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Our credit arrangements require compliance with certain non-financial and financial covenants, including an interest coverage ratio and a debt to capitalization ratio. At February 28, 2023, we believe we were in compliance with all covenants contained in our credit arrangements.

As of February 28, ~~2022~~2023 and August 31, ~~2021,~~2022, 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 $558.9 million and $54.4 million for the six months ended February 28, 2023 and 2022, compared to net cash flows from operating activities of $1.2 million for the six months ended February 28, 2021. Net earnings increased by $485.8 million year-over-year, including an increase in net gain on disposals of assets and other of $268.6 million, offset by a $210.5respectively. The $410.9 million year-over-year net ~~increase~~decrease in cash used by operating assets and liabilities ~~("working capital"). The~~was due in part to a decreased scrap price environment during the six months ended February 28, 2023, compared to increased scrap prices in the six months ended February 28, 2022, which reduced cash used by inventory purchases by $268.9 million year-over-year. Additionally, cash provided by accounts receivable increased by $182.2 million year-over-year, primarily as a result of the decrease in accounts receivable as of February 28, 2023, compared to August 31, 2022, due to higher sales during the fourth quarter of 2022 compared to the three months ended February 28, 2023. These cash flows from operating assets and liabilities were offset by a year-over-year increase in cash used by ~~working capital was due in part to rising scrap prices and greater inventory levels, which corresponded with an increase~~ in accounts payable, accrued expenses and other payables of $49.9 million. Additional activity offsetting the increase in cash flows from operating activities was $17.7 million of non-cash other revenue resulting from the ~~six months ended February 28, 2022, compared to the corresponding period. Additionally, the growth in sales period-over-period led to a rise in accounts receivable~~settlement of our NMTC transactions during the six months ended February 28, ~~2022,~~2023 and a $15.9 million reduction in loss on debt extinguishment during the six months ended February 28, 2023, compared to the corresponding period. ~~Operating working capital days, which represents~~See Note 8, New Markets Tax Credit Transactions, in Part I, Item 1, Financial Statements, of this Form 10-Q, for further information on the ~~number of days to convert accounts receivable and inventory, less accounts payable, into net sales, were consistent year-over-year.~~Company's NMTC transactions.

Investing Activities

Net cash flows used by investing activities were $352.6 million for the six months ended February 28, 2023, compared to net cash flows from investing activities ~~were~~of $121.1 million for the six months ended February 28, ~~2022, compared to~~2022. The fluctuation in net cash flows used by investing activities ~~of $67.4 million for the six months ended February 28, 2021. The $188.4 million increase in net cash flows from investing activities~~ was primarily ~~caused~~driven by the proceeds from the sale of the Rancho Cucamonga facilities ~~offset by an~~during the six months ended February 28, 2022, compared to immaterial proceeds from the sale of assets in the six months ended February 28, 2023. Also contributing to the increase in cash flows used by investing activities were $97.7 million of additional capital expenditures ~~as a result of~~in the six months ended February 28, 2023, compared to the corresponding period, primarily from the construction of our third and fourth micro ~~mill located~~mills, and $65.2 million of acquisitions during the six months ended February 28, 2023, with no such acquisitions in ~~Mesa, Arizona.~~the corresponding period. See Note 2, Changes in Business, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information onabout the sale of the Rancho Cucamonga ~~facilities.~~

~~We estimate that our 2022 capital spending will range from $475 million to $525 million. We regularly assess our capital spending based on~~facilities and 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 approximately $550.0 million, subject to customary purchase price adjustments. We anticipate that the transaction will close during the third quarter of 2022. See Note 2, Changes in Business, for more information about the pending acquisition.

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

Financing Activities

Net cash flows used by financing activities were $283.7 million for the six months ended February 28, 2023, compared to net cash flows from financing activities ~~were~~of $324.4 million for the six months ended February 28, ~~2022, compared to~~2022. The $608.1 million increase in net cash flows used by financing activities was largely driven by net repayments of ~~$109.1~~long-term debt of $160.3 million ~~for~~during the six months ended February 28, ~~2021. The $433.5 million increase in net cash flows from financing activities was a result of many actions, including~~2023, compared to net proceeds from issuance of long-term debt of $427.2 million during the six months ended February 28, ~~2022, compared to net long-term debt repayments of $61.5~~2022. Additionally, there was a $49.3 million increase in treasury stock acquired under the share repurchase program during the six months ended February 28, ~~2021.~~2023, compared to the corresponding period. Offsetting ~~the~~these additional cash ~~flows from long-term debt,~~outflows was a decrease in net repayments ~~under~~of our Polish accounts receivable facilities ~~increased $24.5~~of $21.6 million

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during the six months ended February 28, ~~2022,~~2023, as compared to the corresponding period. See Note 8,7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information regarding our credit ~~arrangements. Additionally, compared to the corresponding period, we increased dividend payments by $5.2 million, increased stock issued under incentive~~arrangements and ~~purchase plans, net of forfeitures, by $6.2 million and acquired $17.0 million of treasury stock under the share repurchase program which was authorized in October 2021. See~~ Note ~~12,~~13, Stockholders' Equity and Earnings per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information on the share repurchase program.

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CONTRACTUAL OBLIGATIONS

Our material cash commitments from known contractual and other obligations primarily consist of obligations for long-term debt and related interest, leases for properties and equipment and purchase obligations as part of normal operations. See Note 8,7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information regarding scheduled maturities of our long-term debt. ~~See Note 7, Leases, for additional information on leases.~~

Our undiscounted purchase obligations due in the twelve months following February 28, ~~2022~~2023 were approximately $870 million and ~~August 31, 2021 were $854.8~~approximately $310 million ~~and~~ ~~$638.5 million, respectively, with~~ ~~$196.4 million~~ ~~and~~ ~~$228.0 million~~ due ~~thereafter, respectively. The increase in short-term~~thereafter. Of the purchase obligations ~~was~~ ~~primarily~~ due ~~to construction of our third micro mill~~ in ~~Mesa, Arizona, purchases of inventory and other planned maintenance and~~the twelve months following February 28, 2023, approximately 29% were for commodities, 19% were for consumable production inputs, such as alloys, 17% were for capital expenditures in connection with normal business ~~operations. The decrease in long-term purchase obligations is a result of a decrease in commitments for commodities used in~~ operations ~~such as electrodes~~ and ~~natural gas, and certain capital expenditure obligations~~17% were for the construction of our third and fourth micro ~~mill which~~mills. Of the purchase obligations due thereafter, 72% were ~~fulfilled during~~for commodities and 18% were for the ~~six~~construction of our fourth micro mill.

Operating lease obligations in the twelve months ~~ended~~following February 28, ~~2022.~~2023 were approximately $39.8 million and $138.7 million due thereafter. Additionally, leases that have not yet commenced, primarily for vehicles, with aggregate fixed payments over their terms, were approximately $14.1 million, with $10.5 million to commence in 2023 and $3.6 million to commence in 2024.

Other Commercial Commitments

We maintain stand-by letters of credit to provide support for certain transactions that governmental agencies, our insurance providers and suppliers request. At February 28, ~~2022,~~2023, we had committed ~~$24.4~~$21.4 million under these arrangements, of which ~~$1.4~~$0.9 million reduced availability under the ~~Revolver.~~Revolver (as defined in Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q).

CONTINGENCIES

~~We may incur settlements, fines, penalties or judgments due to~~In the ordinary course of conducting our ~~involvement~~business, we become involved in litigation, administrative proceedings and governmental investigations, including environmental matters. We may incur settlements, fines, penalties or judgments because of some of these matters. Liabilities and costs associated with litigation-related loss contingencies require estimates and judgments based on our knowledge of the facts and circumstances surrounding each matter and the advice of our legal counsel. We record liabilities for litigation-related losses when ~~we believe~~ a ~~material~~ loss is probable, and we can reasonably estimate the amount of the loss. We evaluate the measurement of recorded liabilities each reporting period based on the current facts and circumstances specific to each matter. The ultimate losses incurred upon final resolution of litigation-related loss contingencies may differ materially from the estimated liability recorded at a particular balance sheet date. Changes in estimates are recorded in earnings in the period in which such changes occur. We do not believe that any currently pending legal proceedings to which we are a party will ~~materially affect,~~have a material adverse effect, individually or in the aggregate, on our results of operations, cash flows or financial condition. See Note ~~13,~~14, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information.

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FORWARD-LOOKING STATEMENTS

This Form 10-Q contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws with respect to general economic conditions, key macro-economic drivers that impact our business, the ~~impact of the Russian invasion of Ukraine, the~~ effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and organic growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, 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, the impact of the Russian invasion of Ukraine, capital expenditures, tax credits, 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,~~

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"believes," "estimates," "future," "intends," "may," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases, as well as by discussions of strategy, plans or intentions.

Our forward-looking statements are based on management's expectations and beliefs as of the time this Form 10-Q iswas filed with the SEC or, with respect to any document incorporated by reference, as of the time such document was prepared. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Important factors that could cause actual results to differ materially from our expectations, among others, include ~~those described in Part I, Item 1A, Risk Factors, of our 2021 Form 10-K and Part II, Item 1A, Risk Factors of this Form 10-Q, as well as~~ the following:

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

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

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

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

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

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

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

•impacts from global public health epidemics, including the COVID-19 pandemic, on the economy, demand for our products, global supply chain and on our operations;

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

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

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

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

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

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

•our ability to successfully identify, consummate and integrate acquisitions and realize any or all of the anticipated synergies or other benefits of acquisitions;

•the effects that acquisitions may have on our financial leverage;

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

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

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

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

•the impact of long-lived asset impairment charges;

•currency fluctuations;

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

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

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•our 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;

•our ability to make necessary capital expenditures;

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

•unexpected equipment failures;

•losses or limited potential gains due to hedging transactions;

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

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

•civil unrest, protests and riots.

~~You should refer~~Refer to the "Risk Factors" disclosed in the sections entitled "Risk Factors" in Part I, Item 1A of our ~~periodic~~2022 Form 10-K and ~~current reports filed with the SEC~~Part II, Item 1A of this Form 10-Q for specific information regarding additional risks ~~which~~that would cause actual results to ~~be significantly different~~differ from those expressed or implied by these forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause actual results, performance or our achievements, or industry results, to differ materially from historical results, any future results, or performance or achievements expressed or implied by such forward-looking statements. Accordingly, readers of this Form 10-Q are cautioned not to place undue reliance on any forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the six months ended February 28, ~~2022,~~2023, the U.S. dollar equivalent of the Company's total gross foreign currency exchange contract commitments ~~decreased $65.0~~increased $118.0 million, or ~~17%~~47%, compared to August 31, ~~2021.~~2022. This ~~decrease~~increase was primarily due to forward contracts denominated in Polish zloty with a U.S. dollar functional currency, which ~~decreased $95.0~~increased $146.8 million, partially offset by forward contracts denominated in euros with a Polish zloty functional currency, which ~~increased $28.5~~decreased $30.7 million compared to August 31, ~~2021.~~2022.

During the six months ended February 28, 2023, the Company's total commodity contract commitments increased $248.5 million, or 121%, compared to August 31, 2022, of which $240.5 million relates to the Company's electricity commodity commitments.

There were no other material changes to the information set forth in Item 7A, Quantitative and Qualitative Disclosures about Market Risk, included in our ~~2021~~2022 Form 10-K.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

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~~the quarter ended February 28, ~~2022~~2023 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 Note ~~13,~~14, Commitments and Contingencies, ~~to our condensed consolidated financial statements included~~ in Part I, Item 1, Financial Statements, of this Form 10-Q.

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

ITEM 1A. RISK FACTORS

Except as set forth below, there were no material changes to the risk factors previously disclosed in Part I, Item 1A, Risk Factors, of our ~~2021~~2022 Form ~~10-K:~~10-K.

~~The impact~~Operating and startup risks, as well as market risks associated with the commissioning of ~~the Russian invasion~~our third and fourth micro mills could prevent us from realizing anticipated benefits and could result in a loss of ~~Ukraine on the global economy, energy supplies and raw materials is uncertain, but may prove to negatively impact~~all or a substantial part of our ~~business and operations.~~investments.

~~The short~~We anticipate our third micro mill will be commissioned in spring of 2023, and ~~long-term implications of Russia’s invasion of Ukraine~~our fourth micro mill is expected to be commissioned in late calendar 2025. Although we have successfully commissioned and operated similar facilities, there are ~~difficult to predict at this time. We continue to monitor any adverse impact that~~technological, operational, market and start-up risks associated with the ~~outbreak of war in Ukraine~~construction and the subsequent institution of sanctions against Russia by the United States and several European and Asian countries may have on the global economy in general, on our business and operations and on the businesses and operationscommissioning of our ~~suppliers~~third and ~~customers. For example, a prolonged conflict may result in increased~~fourth micro mills. Construction of our micro mills is subject to changing market conditions, delays, inflation ~~escalating energy prices~~ and ~~constrained availability, and thus increasing costs,~~cost overruns, work stoppages, labor shortages, weather interferences, supply chain delays, changes required by governmental authorities, delays or the inability to acquire required permits or licenses, any of ~~raw materials. Further, if the conflict intensifies or expands beyond Ukraine, it~~which could have an adverse impact on our ~~operations~~operational and financial results. Further, although we believe these facilities should each be capable of consistently producing high-quality products in ~~Poland. We~~sufficient quantities and at costs that will ~~continue to monitor this fluid situation and develop contingency plans as necessary to address any disruptions to~~compare favorably with other similar steel manufacturing facilities, there can be no assurance that these expectations will be achieved. If we encounter cost overruns, system or process difficulties during or after startup or quality control restrictions with either or both facilities, our ~~business operations as they develop. To~~capital costs could increase materially, the ~~extent~~expected benefits from the ~~war in Ukraine may adversely affect our business as discussed above, it may also have the effect of heightening many~~development of the ~~other risks described in Part I, Item 1A~~applicable facilities could be diminished or lost, and we could lose all or a substantial portion of our ~~2021 Form 10-K, such as those relating~~investments. We could also encounter commodity market risk if, during a sustained period, the cost to ~~data security, supply chain, volatility in prices of scrap and other inputs, and market conditions, any of which could negatively affect our business and financial condition.~~manufacture is greater than projected.

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

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information about purchases of equity securities registered by the Company pursuant to Section 12 of the Exchange Act ~~as amended,~~ made by the Company or any affiliated purchasers during the quarter ended February 28, ~~2022.~~2023.

Issuer Purchases of Equity Securities(1)
Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs As of the End of Period
December 1, 2021 - December 31, 2021 121,000 $ 33.34 121,000 $ 340,658,218
January 1, 2022 - January 31, 2022 110,000 36.05 110,000 336,692,716
February 1, 2022 - February 28, 2022 104,500 35.35 104,500 332,998,974
335,500 335,500


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
December 1, 2022 - December 31, 2022	115,500	$	48.81	115,500	$	133,342,213
January 1, 2023 - January 31, 2023	110,000	52.08		110,000	127,612,978
February 1, 2023 - February 28, 2023	104,500	55.57		104,500	121,805,666
	330,000			330,000

~~_________________~~

(1) On October 13, 2021, the Company announced that the Board of Directors authorized a share repurchase program under which the Company may repurchase up to $350.0 million of the Company's outstanding common stock. The share

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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

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~~12,~~ 13, 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.~~

As previously disclosed, on February 15, 2023, in connection with Peter R. Matt’s appointment as President of the Company, Mr. Matt and the Company entered into that certain Terms and Conditions of Employment (the “Employment Agreement”) and that certain Commercial Metals Company Amended and Restated Executive Employment Continuity Agreement (the “EECA”), with each of the Employment Agreement and the EECA being effective as of April 1, 2023. On March 20, 2023, the Company and Mr. Matt entered into amendments to each of the Employment Agreement and the EECA to amend the respective effective dates of the Employment Agreement and the EECA from April 1, 2023 to April 9, 2023. Additionally, certain provisions of the Employment Agreement were amended to reflect the new effective date of April 9, 2023. Except as provided herein, all other terms and conditions of the Employment Agreement and the EECA remain in full force and effect.

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ITEM 6. EXHIBITS

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

2.1†

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~~

Fifth Supplemental Indenture, dated January 28, 2022, by and between Commercial Metals Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Commercial Metals Company’s Current Report on Form 8-K dated January 28, 2022 and incorporated herein by reference).

~~4.2~~

Sixth Supplemental Indenture, dated January 28, 2022, by and between Commercial Metals Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to Commercial Metals Company’s Current Report on Form 8-K dated January 28, 2022 and incorporated herein by reference).

~~4.3~~

~~Form of 4.125% Senior Note due 2030 (filed as Exhibit 4.3 to Commercial Metals Company’s Current Report on Form 8-K dated January 28, 2022 and incorporated herein by reference).~~

~~4.4~~

~~Form of 4.375% Senior Note due 2032 (filed as Exhibit 4.4 to Commercial Metals Company’s Current Report on Form 8-K dated January 28,~~June 21, 2022 and incorporated herein by reference).

10.1

~~Loan~~Employment Agreement, dated as of February ~~1, 2022,~~15, 2023, by and between ~~the Industrial Development Authority of the County of Maricopa~~Peter R. Matt and Commercial Metals Company (filed herewith).

10.2

Amendment No. 1 to Employment Agreement, dated as ~~Exhibit 10.1 to~~of March 20, 2023, by and between Peter R. Matt and Commercial Metals ~~Company’s Current Report on Form 8-K dated February 22, 2022 and incorporated herein by reference)~~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, Senior Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1

Certification of 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 (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).

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101.DEF

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

101.LAB

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

101.PRE

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

104

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

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

3736

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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 23, ~~2022~~2023			/s/ Paul J. Lawrence
			Paul J. Lawrence
			Senior Vice President and Chief Financial Officer
			(Duly authorized officer and principal financial officer of the registrant)

3837


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


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



PART I — FINANCIAL INFORMATION			3

Item 1. Financial Statements			3
Condensed Consolidated Statements of Earnings (Unaudited) - Three and six months ended February 28, ~~2022~~2023 and ~~2021~~2022			3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - Three and six months ended February 28, ~~2022~~2023 and ~~2021~~2022			4
Condensed Consolidated Balance Sheets (Unaudited) - February 28, ~~2022~~2023 and August 31, ~~2021~~2022			5
Condensed Consolidated Statements of Cash Flows (Unaudited) - Six months ended February 28, ~~2022~~2023 and ~~2021~~2022			6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Three and six months ended February 28, ~~2022~~2023 and ~~2021~~2022			7
Notes to Condensed Consolidated Financial Statements (Unaudited)			9
Note 1. Accounting Policies			9
Note 2. Changes in Business			9
Note 3. Accumulated Other Comprehensive Income (Loss)			11
Note 4. Revenue Recognition			12
Note 5. Inventories, Net			12
Note 6. Goodwill and Other Intangibles			1213
Note 7. ~~Leases~~			13
~~Note 8.~~ Credit Arrangements			14
Note ~~9. Derivatives~~8. New Markets Tax Credit Transactions			1615
Note ~~10.~~9 . Derivatives			15
Note 10 . Fair Value			17
Note ~~11.~~1 1 . Stock-Based Compensation Plans			19
Note ~~12.~~1 2 . Employees' Retirement Plans			19
Note 1 3 . Stockholders' Equity and Earnings Per Share			20
Note ~~13.~~1 4 . Commitments and Contingencies			20
Note ~~14. Business~~1 5 . Operating Segments			21
Note 16. Subsequent Events			23
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			23
Item 3. Quantitative and Qualitative Disclosures About Market Risk			3233
Item 4. Controls and Procedures			33

PART II — OTHER INFORMATION			34

Item 1. Legal Proceedings			34
Item 1A. Risk Factors			34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			34
Item 3. Defaults Upon Senior Securities			35
Item 4. Mine Safety Disclosures			35
Item 5. Other Information			35
Item 6. Exhibits			36
Signature			3837


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 February 28,				Six Months Ended February 28,					Three Months Ended February 28,				Six Months Ended February 28,
(in thousands, except share and per share data)	(in thousands, except share and per share data)	2022		2021		2022		2021		(in thousands, except share and per share data)	2023		2022		2023		2022
Net sales	Net sales	$	2,008,888	$	1,462,270	$	3,990,689	$	2,854,073	Net sales	$	2,018,003	$	2,008,888	$	4,245,316	$	3,990,689
Costs and operating expenses (income):	Costs and operating expenses (income):									Costs and operating expenses (income):
Cost of goods sold	Cost of goods sold	1,614,965		1,228,343		3,201,375		2,403,162		Cost of goods sold	1,621,763		1,614,965		3,341,177		3,201,375
Selling, general and administrative expenses	Selling, general and administrative expenses	127,985		120,829		251,563		234,525		Selling, general and administrative expenses	150,427		127,985		306,550		251,563
Loss on debt extinguishment		16,052		16,841		16,052		16,841
Interest expense	Interest expense	12,011		14,021		23,046		28,280		Interest expense	9,945		12,011		22,990		23,046
Asset impairments	Asset impairments	1,228		474		1,228		4,068		Asset impairments	36		1,228		45		1,228
Gain on sale of assets		(273,099)		(5,412)		(274,082)		(5,481)
Loss on debt extinguishment										Loss on debt extinguishment	27		16,052		178		16,052
Loss (gain) on sale of assets										Loss (gain) on sale of assets	315		(273,099)		387		(274,082)
		1,499,142		1,375,096		3,219,182		2,681,395			1,782,513		1,499,142		3,671,327		3,219,182
Earnings from continuing operations before income taxes		509,746		87,174		771,507		172,678
Earnings before income taxes										Earnings before income taxes	235,490		509,746		573,989		771,507
Income taxes	Income taxes	126,432		20,941		155,304		42,534		Income taxes	55,641		126,432		132,366		155,304
Earnings from continuing operations		383,314		66,233		616,203		130,144

Earnings from discontinued operations before income taxes		—		197		—		447
Income taxes		—		73		—		141
Earnings from discontinued operations		—		124		—		306

Net earnings	Net earnings	$	383,314	$	66,357	$	616,203	$	130,450	Net earnings	$	179,849	$	383,314	$	441,623	$	616,203

Basic earnings per share (1)
Earnings from continuing operations		$	3.16	$	0.55	$	5.08	$	1.08
Earnings from discontinued operations		—		—		—		—
Net earnings		$	3.16	$	0.55	$	5.08	$	1.09

Diluted earnings per share (1)
Earnings from continuing operations		$	3.12	$	0.54	$	5.02	$	1.07
Earnings from discontinued operations		—		—		—		—
Net earnings		$	3.12	$	0.55	$	5.02	$	1.07
Earnings per share:										Earnings per share:
Basic										Basic	$	1.53	$	3.16	$	3.77	$	5.08
Diluted										Diluted	$	1.51	$	3.12	$	3.71	$	5.02

Average basic shares outstanding	Average basic shares outstanding	121,458,196		120,345,432		121,293,030		120,052,459		Average basic shares outstanding	117,224,517		121,458,196		117,249,266		121,293,030
Average diluted shares outstanding	Average diluted shares outstanding	122,852,410		121,751,859		122,747,981		121,672,194		Average diluted shares outstanding	118,723,259		122,852,410		118,985,098		122,747,981


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)	COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)									COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
		Three Months Ended February 28,				Six Months Ended February 28,					Three Months Ended February 28,				Six Months Ended February 28,
(in thousands)	(in thousands)	2022		2021		2022		2021		(in thousands)	2023		2022		2023		2022
Net earnings	Net earnings	$	383,314	$	66,357	$	616,203	$	130,450	Net earnings	$	179,849	$	383,314	$	441,623	$	616,203
Other comprehensive income (loss), net of income taxes:	Other comprehensive income (loss), net of income taxes:									Other comprehensive income (loss), net of income taxes:

Foreign currency translation adjustment after reclassification		(14,461)		1,465		(54,149)		(6,923)
Foreign currency translation										Foreign currency translation	11,628		(14,461)		53,057		(54,149)
Derivatives:	Derivatives:									Derivatives:
Unrealized holding gain		33,197		7,723		55,451		8,887
Net unrealized holding gain										Net unrealized holding gain	23,957		33,197		92,002		55,451
Reclassification for realized gain	Reclassification for realized gain	(5,277)		(259)		(8,346)		(313)		Reclassification for realized gain	(863)		(5,277)		(7,833)		(8,346)
Net unrealized gain on derivatives	Net unrealized gain on derivatives	27,920		7,464		47,105		8,574		Net unrealized gain on derivatives	23,094		27,920		84,169		47,105

Defined benefit plans loss after amortization of prior service costs and net actuarial losses		(6)		(14)		(12)		(27)
Defined benefit plans gain (loss) after amortization of prior service costs										Defined benefit plans gain (loss) after amortization of prior service costs	(37)		(6)		1,721		(12)
Total other comprehensive income (loss), net of income taxes	Total other comprehensive income (loss), net of income taxes	13,453		8,915		(7,056)		1,624		Total other comprehensive income (loss), net of income taxes	34,685		13,453		138,947		(7,056)
Comprehensive income	Comprehensive income	$	396,767	$	75,272	$	609,147	$	132,074	Comprehensive income	$	214,534	$	396,767	$	580,570	$	609,147


Supplemental information:	Supplemental information:	Six Months Ended February 28,				Supplemental information:	Six Months Ended February 28,
(in thousands)	(in thousands)	2022		2021		(in thousands)	2023		2022
Cash paid for income taxes	Cash paid for income taxes	$	133,194	$	48,757	Cash paid for income taxes	$	114,585	$	133,194
Cash paid for interest	Cash paid for interest	24,916		34,094		Cash paid for interest	35,036		24,916

Noncash activities:	Noncash activities:					Noncash activities:
Liabilities related to additions of property, plant and equipment	Liabilities related to additions of property, plant and equipment	35,781		16,252		Liabilities related to additions of property, plant and equipment	$	51,239	$	35,781
Right of use assets obtained in exchange for operating leases						Right of use assets obtained in exchange for operating leases	19,327		19,009
Right of use assets obtained in exchange for finance leases						Right of use assets obtained in exchange for finance leases	24,275		6,716

Cash and cash equivalents	Cash and cash equivalents	$	846,587	$	367,347	Cash and cash equivalents	$	603,966	$	846,587
Restricted cash	Restricted cash	153,113		1,984		Restricted cash	4,452		153,113
Total cash, restricted cash and cash equivalents	Total cash, restricted cash and cash equivalents	$	999,700	$	369,331	Total cash, restricted cash and cash equivalents	$	608,418	$	999,700


	Three Months Ended February 28, 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, 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 non-controlling 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									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								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 non-controlling 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 28, 2022
	Common Stock									Treasury Stock
(in thousands, except share and per share data)	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Number of Shares	Amount		Non-controlling Interest		Total
Balance, December 1, 2021	129,060,664	$	1,290	$	357,413	$	(105,329)	$	2,378,789	(7,580,725)	$	(146,206)	$	232	$	2,486,189
Net earnings								383,314							383,314
Other comprehensive income						13,453									13,453
Dividends ($0.14 per share)								(16,986)							(16,986)
Treasury stock acquired										(335,500)	(11,699)				(11,699)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes				(1,275)						351,429	6,927				5,652
Stock-based compensation				10,024											10,024


Balance, February 28, 2022	129,060,664	$	1,290	$	366,162	$	(91,876)	$	2,745,117	(7,564,796)	$	(150,978)	$	232	$	2,869,947

	Six Months Ended February 28, 2022
	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								616,203							616,203
Other comprehensive loss						(7,056)									(7,056)
Dividends ($0.28 per share)								(34,011)							(34,011)
Treasury stock acquired										(495,000)	(17,010)				(17,010)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes				(29,333)						1,404,279	18,614				(10,719)
Stock-based compensation				18,340											18,340

Reclassification of share-based liability awards				9,091											9,091
Balance, February 28, 2022	129,060,664	$	1,290	$	366,162	$	(91,876)	$	2,745,117	(7,564,796)	$	(150,978)	$	232	$	2,869,947


(in thousands)	Estimated Fair Value as Previously Reported(1)
Cash and cash equivalents	$	19,551
Accounts receivable	37,741
Inventories	39,462
Prepaid and other current assets	12,528
Defined benefit pension plan	14,620
Property, plant and equipment	85,983
Intangible assets	260,500
Goodwill	186,805
Other noncurrent assets	19,660
Accounts payable	(12,134)
Accrued expenses and other payables	(23,725)
Current maturities of long-term debt	(3,277)
Deferred income taxes	(45,055)
Other noncurrent liabilities	(16,347)
Long-term debt	(4,312)
Total assets acquired and liabilities assumed	$	572,000


	Three Months Ended February 28, 2023
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Obligation		Total AOCI
Balance, December 1, 2022	$	(204,468)	$	199,317	$	(5,038)	$	(10,189)
Other comprehensive income (loss) before reclassifications	11,628		29,341		(66)		40,903
Reclassification for gain (1)	—		(1,070)		—		(1,070)
Income tax (expense) benefit	—		(5,177)		29		(5,148)
Net other comprehensive income (loss)	11,628		23,094		(37)		34,685
Balance, February 28, 2023	$	(192,840)	$	222,411	$	(5,075)	$	24,496

	Six Months Ended February 28, 2023
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Obligation		Total AOCI
Balance, September 1, 2022	$	(245,897)	$	138,242	$	(6,796)	$	(114,451)
Other comprehensive income before reclassifications	53,057		113,228		1,679		167,964
Reclassification for gain (1)	—		(9,736)		—		(9,736)
Income tax (expense) benefit	—		(19,323)		42		(19,281)
Net other comprehensive income	53,057		84,169		1,721		138,947
Balance, February 28, 2023	$	(192,840)	$	222,411	$	(5,075)	$	24,496


(in thousands)	(in thousands)	February 28, 2022		August 31, 2021		(in thousands)	February 28, 2023		August 31, 2022
Contract assets (included in accounts receivable)	Contract assets (included in accounts receivable)	$	61,884	$	64,168	Contract assets (included in accounts receivable)	$	68,589	$	73,037
Contract liabilities (included in accrued expenses and other payables)	Contract liabilities (included in accrued expenses and other payables)	25,302		23,948		Contract liabilities (included in accrued expenses and other payables)	30,230		27,567


(in thousands)	Classification in Condensed Consolidated Balance Sheets	February 28, 2022		August 31, 2021
Assets:
Operating assets	Other noncurrent assets	$	113,446	$	112,202
Finance assets	Property, plant and equipment, net	54,793		55,308
Total leased assets		$	168,239	$	167,510

Liabilities:
Operating lease liabilities:
Current	Accrued expenses and other payables	$	28,229	$	26,433
Long-term	Other noncurrent liabilities	93,272		93,409
Total operating lease liabilities		121,501		119,842
Finance lease liabilities:
Current	Current maturities of long-term debt and short-term borrowings	16,639		16,040
Long-term	Long-term debt	33,762		36,104
Total finance lease liabilities		50,401		52,144
Total lease liabilities		$	171,902	$	171,986


	February 28, 2022		August 31, 2021
Weighted average remaining lease term (years)
Operating leases	5.8		6.2
Finance leases	3.3		3.6

Weighted average discount rate
Operating leases	4.262	%	4.451	%
Finance leases	3.903	%	4.079	%


	(in thousands)
Remainder of 2023	$	12,244
2024	23,734
2025	22,004
2026	20,792
2027	20,684


(in thousands)	(in thousands)	Weighted Average Interest Rate as of February 28, 2022	February 28, 2022		August 31, 2021		(in thousands)	Weighted Average Interest Rate as of February 28, 2023	February 28, 2023		August 31, 2022
2032 Notes	2032 Notes	4.375%	$	300,000	$	—	2032 Notes	4.375%	$	300,000	$	300,000
2031 Notes	2031 Notes	3.875%	300,000		300,000		2031 Notes	3.875%	300,000		300,000
2030 Notes	2030 Notes	4.125%	300,000		—		2030 Notes	4.125%	300,000		300,000
2027 Notes		5.375%	—		300,000

2023 Notes	2023 Notes	4.875%	330,000		330,000		2023 Notes	4.875%	214,059		330,000
Series 2022 Bonds, due 2047	Series 2022 Bonds, due 2047	4.000%	145,060		—		Series 2022 Bonds, due 2047	4.000%	145,060		145,060
Poland Term Loan	Poland Term Loan	4.780%	40,923		49,726		Poland Term Loan	—	—		32,439
Short-term borrowings	Short-term borrowings	2.750%	—		26,560		Short-term borrowings	—	22,804		26,390
Other	Other	5.100%	19,492		19,492		Other	4.600%	21,057		21,278
Finance leases	Finance leases		50,401		52,144		Finance leases	4.658%	72,559		58,536
Total debt	Total debt		1,485,876		1,077,922		Total debt		1,375,539		1,513,703
Less unamortized debt issuance costs	Less unamortized debt issuance costs		(17,503)		(8,141)		Less unamortized debt issuance costs		(15,792)		(16,496)
Plus unamortized bond premium	Plus unamortized bond premium		4,936		—		Plus unamortized bond premium		4,743		4,838
Total amounts outstanding	Total amounts outstanding		1,473,309		1,069,781		Total amounts outstanding		1,364,490		1,502,045

Less current maturities of long-term debt and short-term borrowings	Less current maturities of long-term debt and short-term borrowings		(27,554)		(54,366)		Less current maturities of long-term debt and short-term borrowings		(264,762)		(388,796)
Long-term debt	Long-term debt		$	1,445,755	$	1,015,415	Long-term debt		$	1,099,728	$	1,113,249


		February 28, 2023						August 31, 2022
(in thousands)	Useful Lives in Years	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Developed technologies	1 to 15	$	148,406	$	15,816	$	132,590	$	147,040	$	6,485	$	140,555
Customer relationships	12 to 17	53,323		4,243		49,080		53,115		2,116		50,999
Perpetual lease rights	79	5,550		868		4,682		3,584		744		2,840
Patents	5 to 7.5	7,203		5,083		2,120		7,203		4,596		2,607
Trade names	5 to 15	3,241		945		2,296		3,212		764		2,448
Non-compete agreements	5 to 7	2,300		1,313		987		3,050		1,135		1,915
Other	15	101		101		—		101		99		2
Total		$	220,124	$	28,369	$	191,755	$	217,305	$	15,939	$	201,366


(in thousands)	Operating Leases		Finance Leases
Year 1	$	32,908	$	18,354
Year 2	27,741		15,949
Year 3	22,178		12,047
Year 4	17,363		5,232
Year 5	11,850		1,719
Thereafter	26,761		410
Total lease payments	138,801		53,711
Less imputed interest	(17,300)		(3,310)
Present value of lease liabilities	$	121,501	$	50,401


	Floating rate (PLN)
February 28,	Low	High	Average
2022	271.87	815.64	451.69
2021	151.74	264.53	221.74


	Floating rate (PLN)
	Low	High	Average
February 28, 2023	575.51	1,298.53	793.65
August 31, 2022	460.11	1,298.53	717.22


(in thousands)	Primary Location	February 28, 2023		August 31, 2022
Derivative assets:
Commodity	Prepaid and other current assets	$	13,826	$	26,180
Commodity	Other noncurrent assets	268,203		134,667
Foreign exchange	Prepaid and other current assets	5,099		1,296
Derivative liabilities:
Commodity	Accrued expenses and other payables	$	6,248	$	1,110
Commodity	Other noncurrent liabilities	1,778		150
Foreign exchange	Accrued expenses and other payables	3,616		3,126


Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Accumulated Other Comprehensive Loss (in thousands)		Three Months Ended February 28,				Six Months Ended February 28,
Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Accumulated Other Comprehensive Income (Loss) (in thousands)										Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Accumulated Other Comprehensive Income (Loss) (in thousands)	Three Months Ended February 28,				Six Months Ended February 28,
		2022		2021		2022		2021			2023		2022		2023		2022
Commodity	Commodity	$	33,190	$	7,723	$	55,365	$	8,887	Commodity	$	23,950	$	33,190	$	91,989	$	55,365


				Fair Value Measurements at Reporting Date Using									Fair Value Measurements at Reporting Date Using
(in thousands)	(in thousands)	February 28, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		(in thousands)	February 28, 2023		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)	$	809,220	$	809,220	$	—	$	—	Investment deposit accounts (1)	$	540,516	$	540,516	$	—	$	—
Commodity derivative assets (2)	Commodity derivative assets (2)	82,672		3,793		—		78,879		Commodity derivative assets (2)	282,029		1,187		—		280,842
Foreign exchange derivative assets (2)	Foreign exchange derivative assets (2)	1,983		—		1,983		—		Foreign exchange derivative assets (2)	5,099		—		5,099		—
Liabilities:	Liabilities:									Liabilities:
Commodity derivative liabilities (2)	Commodity derivative liabilities (2)	2,043		2,043		—		—		Commodity derivative liabilities (2)	8,026		8,026		—		—
Foreign exchange derivative liabilities (2)	Foreign exchange derivative liabilities (2)	8,104		—		8,104		—		Foreign exchange derivative liabilities (2)	3,616		—		3,616		—