COVER PAGE
COVER PAGE - USD ($) $ in Billions | 12 Months Ended | ||
Aug. 31, 2022 | Oct. 12, 2022 | Feb. 28, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Aug. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 1-4304 | ||
Entity Registrant Name | Commercial Metals Company | ||
Entity Incorporation, State or Country Code | DE | ||
I.R.S. Employer Identification No. | 75-0725338 | ||
Entity Address, Address Line One | 6565 N. MacArthur Blvd. | ||
Entity Address, City or Town | Irving | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75039 | ||
City Area Code | 214 | ||
Local Phone Number | 689-4300 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | CMC | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4.6 | ||
Entity Common Stock, Shares Outstanding | 117,342,698 | ||
Documents Incorporated by Reference | Portions of the definitive proxy statement for the 2023 annual meeting of stockholders are incorporated by reference into Part III | ||
Entity Central Index Key | 0000022444 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --08-31 | ||
Minimum Percentage of Share Ownership Deemed Affiliates | 10% |
Audit Information
Audit Information | 12 Months Ended |
Aug. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Dallas, Texas |
Auditor Firm ID | 34 |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 8,913,481 | $ 6,729,760 | $ 5,476,486 |
Costs and operating expenses (income): | |||
Cost of goods and services sold | 7,057,085 | 5,623,903 | 4,531,688 |
Selling, general and administrative expenses | 544,984 | 505,117 | 507,007 |
Asset impairments | 4,926 | 6,784 | 7,611 |
Interest expense | 50,709 | 51,904 | 61,837 |
Loss on debt extinguishment | 16,052 | 16,841 | 1,778 |
Gain on sale of assets | (275,422) | (8,807) | (4,213) |
Total costs and expenses | 7,398,334 | 6,195,742 | 5,105,708 |
Earnings from continuing operations before income taxes | 1,515,147 | 534,018 | 370,778 |
Income taxes | 297,885 | 121,153 | 92,476 |
Net earnings from continuing operations | 1,217,262 | 412,865 | 278,302 |
Earnings from discontinued operations before income taxes | 0 | 0 | 1,907 |
Income taxes | 0 | 0 | 706 |
Earnings from discontinued operations | 0 | 0 | 1,201 |
Net earnings | $ 1,217,262 | $ 412,865 | $ 279,503 |
Basic earnings (loss) per share | |||
Earnings from continuing operations | $ 10.09 | $ 3.43 | $ 2.34 |
Earnings from discontinued operations | 0 | 0 | 0.01 |
Net earnings | 10.09 | 3.43 | 2.35 |
Diluted earnings (loss) per share | |||
Earnings from continuing operations | 9.95 | 3.38 | 2.31 |
Earnings from discontinued operations | 0 | 0 | 0.01 |
Net earnings | $ 9.95 | $ 3.38 | $ 2.32 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Net earnings (loss) | $ 1,217,262 | $ 412,865 | $ 279,503 |
Foreign currency translation: | |||
Foreign currency translation and other | (140,217) | (17,747) | 33,565 |
Derivatives: | |||
Net unrealized holding gain (loss) | 138,634 | 35,492 | (12,136) |
Reclassification for realized gain | (22,173) | (2,377) | (304) |
Net unrealized gain (loss) on derivatives | 116,461 | 33,115 | (12,440) |
Defined benefit plans: | |||
Net gain (loss) | (5,898) | 3,523 | (796) |
Reclassification for settlement losses and other | 23 | 53 | 33 |
Defined benefit plans gain (loss) after amortization of prior service costs and net actuarial losses | (5,875) | 3,576 | (763) |
Total other comprehensive income (loss), net of income taxes | (29,631) | 18,944 | 20,362 |
Comprehensive income | $ 1,187,631 | $ 431,809 | $ 299,865 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 672,596 | $ 497,745 |
Accounts receivable (less allowance for doubtful accounts of $4,990 and $5,553) | 1,358,907 | 1,105,580 |
Inventories | 1,169,696 | 935,387 |
Prepaid and other current assets | 240,209 | 173,033 |
Assets held for sale | 60 | 25,083 |
Total current assets | 3,441,468 | 2,736,828 |
Property, plant and equipment: | ||
Land | 155,237 | 123,135 |
Buildings and improvements | 799,715 | 792,915 |
Equipment | 2,440,910 | 2,435,541 |
Construction in process | 489,031 | 147,166 |
Property, plant and equipment, Gross | 3,884,893 | 3,498,757 |
Less accumulated depreciation and amortization | (1,974,022) | (1,932,634) |
Property, plant and equipment, Net | 1,910,871 | 1,566,123 |
Intangible assets, net | 257,409 | 10,117 |
Goodwill | 249,009 | 66,137 |
Other noncurrent assets | 378,270 | 259,466 |
Total assets | 6,237,027 | 4,638,671 |
Current liabilities: | ||
Accounts payable | 428,055 | 450,723 |
Accrued expenses and other payables | 540,136 | 475,384 |
Current maturities of long-term debt and short-term borrowings | 388,796 | 54,366 |
Total current liabilities | 1,356,987 | 980,473 |
Deferred income taxes | 250,302 | 112,067 |
Other noncurrent liabilities | 230,060 | 235,607 |
Long-term debt | 1,113,249 | 1,015,415 |
Total liabilities | 2,950,598 | 2,343,562 |
Commitments and contingencies (Note 18) | ||
Stockholders' equity: | ||
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 117,496,053 and 120,586,589 shares | 1,290 | 1,290 |
Additional paid-in capital | 382,767 | 368,064 |
Accumulated other comprehensive loss | (114,451) | (84,820) |
Retained earnings | 3,312,438 | 2,162,925 |
Less treasury stock, 11,564,611 and 8,474,075 shares at cost | (295,847) | (152,582) |
Stockholders' equity | 3,286,197 | 2,294,877 |
Stockholders' equity attributable to non-controlling interests | 232 | 232 |
Total stockholders' equity | 3,286,429 | 2,295,109 |
Total liabilities and stockholders' equity | $ 6,237,027 | $ 4,638,671 |
Common Stock, Shares, Issued | 129,060,664 | 129,060,664 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ (4,990) | $ (5,553) |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 129,060,664 | 129,060,664 |
Common stock, shares outstanding | 117,496,053 | 120,586,589 |
Treasury stock, shares | 11,564,611 | 8,474,075 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Cash flows from (used by) operating activities: | |||
Net earnings | $ 1,217,262 | $ 412,865 | $ 279,503 |
Adjustments to reconcile net earnings to net cash flows from operating activities: | |||
Depreciation and amortization | 175,024 | 167,613 | 165,758 |
Deferred income taxes and other long-term taxes | 86,175 | (39,873) | 49,580 |
Stock-based compensation | 46,978 | 43,677 | 31,850 |
Amortization of acquired unfavorable contract backlog | 0 | (6,035) | (29,367) |
Asset impairments | 4,926 | 6,784 | 7,611 |
Net gain on disposals of subsidiaries, assets and other | (275,422) | (8,807) | (4,213) |
Loss on debt extinguishment | 16,052 | 16,841 | 1,778 |
Other | 2,553 | 541 | 2,643 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (257,607) | (228,026) | 146,375 |
Inventories | (255,175) | (316,316) | 78,903 |
Other operating assets and liabilities | (64,356) | (15,591) | 15,065 |
Accounts payable, accrued expenses and other payables | 3,899 | 194,801 | 45,718 |
Net cash flows from operating activities | 700,309 | 228,474 | 791,204 |
Cash flows from (used by) investing activities: | |||
Capital expenditures | (449,988) | (184,165) | (187,618) |
Acquisitions, net of cash acquired | (552,449) | (1,888) | (18,137) |
Proceeds from the sale of property, plant and equipment and other | 315,148 | 26,424 | 11,843 |
Proceeds from insurance | 3,081 | 0 | 0 |
Other | (507) | (2,500) | 974 |
Net cash flows used by investing activities | (684,715) | (162,129) | (192,938) |
Cash flows from (used by) financing activities: | |||
Proceeds from issuance of long-term debt, net | 743,391 | 309,279 | 62,539 |
Repayments of long-term debt | (328,594) | (368,527) | (246,523) |
Proceeds from accounts receivable facilities | 440,236 | 296,586 | 234,482 |
Repayments under accounts receivable facilities | (433,936) | (269,858) | (237,828) |
Treasury stock acquired | (161,880) | 0 | 0 |
Dividends | (67,749) | (57,766) | (57,056) |
Tax withholdings related to share settlements, net of purchase plans | (9,457) | (3,166) | (3,420) |
Debt extinguishment costs | (13,642) | (13,128) | 0 |
Debt issuance costs | (3,064) | (2,830) | 0 |
Proceeds from Noncontrolling Interests | 0 | 20 | 16 |
Net cash flows from (used by) financing activities | 165,305 | (109,390) | (247,790) |
Effect of exchange rate changes on cash | (2,785) | (790) | 759 |
Increase (decrease) in cash and cash equivalents | 178,114 | (43,835) | 351,235 |
Cash, restricted cash and cash equivalents at beginning of period | 501,129 | 544,964 | 193,729 |
Cash, restricted cash and cash equivalents at end of period | 679,243 | 501,129 | 544,964 |
Supplemental information: | |||
Cash paid for income taxes | 229,316 | 140,950 | 44,499 |
Cash paid for interest | 47,329 | 58,325 | 59,711 |
Noncash activities: | |||
Liabilities related to additions of property, plant and equipment | 55,648 | 39,899 | 25,100 |
Cash and cash equivalents | 672,596 | 497,745 | 542,103 |
Restricted cash | $ 6,647 | $ 3,384 | $ 2,861 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2019 |
Statement of Cash Flows [Abstract] | ||||
Cash and cash equivalents | $ 672,596 | $ 497,745 | $ 542,103 | |
Restricted cash | 6,647 | 3,384 | 2,861 | |
Total cash, restricted cash and cash equivalents | $ 679,243 | $ 501,129 | $ 544,964 | $ 193,729 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock | Noncontrolling Interests |
Beginning balance at Aug. 31, 2019 | $ 1,624,057 | $ 1,290 | $ 358,668 | $ (124,126) | $ 1,585,379 | $ (197,350) | $ 196 |
Beginning balance, shares at Aug. 31, 2019 | 129,060,664 | ||||||
Beginning balance, treasury stock, shares at Aug. 31, 2019 | (11,135,726) | ||||||
Net earnings | 279,503 | 279,503 | |||||
Other comprehensive income (loss) | 20,362 | 20,362 | |||||
Cash dividends | $ (57,056) | (57,056) | |||||
Treasury stock acquired (in shares) | 0 | ||||||
Issuance of stock under incentive and purchase plans, net of forfeitures | $ (3,420) | (25,707) | $ 22,287 | ||||
Issuance of stock under incentive and purchase plans, net of forfeitures, shares | 1,295,967 | ||||||
Stock-based compensation | 23,441 | 23,441 | |||||
Contribution from noncontrolling interests | 16 | 16 | |||||
Reclassification of share-based liability awards | 2,510 | 2,510 | |||||
Ending balance at Aug. 31, 2020 | 1,889,413 | $ 1,290 | 358,912 | (103,764) | 1,807,826 | $ (175,063) | 212 |
Ending balance, shares at Aug. 31, 2020 | 129,060,664 | ||||||
Ending balance, treasury stock, shares at Aug. 31, 2020 | (9,839,759) | ||||||
Net earnings | 412,865 | 412,865 | |||||
Other comprehensive income (loss) | 18,944 | 18,944 | |||||
Cash dividends | $ (57,766) | (57,766) | |||||
Treasury stock acquired (in shares) | 0 | ||||||
Issuance of stock under incentive and purchase plans, net of forfeitures | $ (3,166) | (25,647) | $ 22,481 | ||||
Issuance of stock under incentive and purchase plans, net of forfeitures, shares | 1,365,684 | ||||||
Stock-based compensation | 29,380 | 29,380 | |||||
Contribution from noncontrolling interests | 20 | 20 | |||||
Reclassification of share-based liability awards | 5,419 | 5,419 | |||||
Ending balance at Aug. 31, 2021 | $ 2,295,109 | $ 1,290 | 368,064 | (84,820) | 2,162,925 | $ (152,582) | 232 |
Ending balance, shares at Aug. 31, 2021 | 129,060,664 | 129,060,664 | |||||
Ending balance, treasury stock, shares at Aug. 31, 2021 | (8,474,075) | (8,474,075) | |||||
Net earnings | $ 1,217,262 | 1,217,262 | |||||
Other comprehensive income (loss) | (29,631) | (29,631) | |||||
Cash dividends | $ (67,749) | (67,749) | |||||
Treasury stock acquired (in shares) | (4,496,628) | (4,496,628) | |||||
Treasury stock acquired | $ (161,880) | $ (161,880) | |||||
Issuance of stock under incentive and purchase plans, net of forfeitures | (9,457) | (28,072) | $ 18,615 | ||||
Issuance of stock under incentive and purchase plans, net of forfeitures, shares | 1,406,092 | ||||||
Stock-based compensation | 33,684 | 33,684 | |||||
Reclassification of share-based liability awards | 9,091 | 9,091 | |||||
Ending balance at Aug. 31, 2022 | $ 3,286,429 | $ 1,290 | $ 382,767 | $ (114,451) | $ 3,312,438 | $ (295,847) | $ 232 |
Ending balance, shares at Aug. 31, 2022 | 129,060,664 | 129,060,664 | |||||
Ending balance, treasury stock, shares at Aug. 31, 2022 | (11,564,611) | (11,564,611) |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividends per share | $ 0.56 | $ 0.48 | $ 0.48 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Aug. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Commercial Metals Company ("CMC") and its subsidiaries (collectively, the "Company," "we," "our" or "us") manufacture, recycle and fabricate steel and metal products and provide related materials and services through a network of facilities that includes seven electric arc furnace ("EAF") mini mills, two EAF micro mills, one rerolling mill, steel fabrication and processing plants, construction-related product warehouses and metal recycling facilities in the United States ("U.S.") and Poland. Through its Tensar operations, CMC is a leading global provider of innovative ground and soil stabilization solutions selling into more than 80 national markets through two major product lines: Tensar® geogrids and Geopier® foundation systems. The Company has two reportable segments: North America and Europe. North America The North America segment is primarily composed of a vertically integrated network of recycling facilities, steel mills and fabrication operations located in the U.S. The recycling facilities process ferrous and nonferrous scrap metals (collectively known as "raw materials") for use by manufacturers of new metal products. The steel mills manufacture finished long steel products including reinforcing bar ("rebar"), merchant bar, light structural and other special sections as well as semi-finished billets for rerolling and forging applications (collectively known as "steel products"). The fabrication operations primarily manufacture fabricated rebar and steel fence posts (collectively known as "downstream products"). The general strategy in North America is to optimize the Company's vertically integrated value chain to maximize profitability by obtaining the lowest possible input costs and highest possible selling prices. The Company operates the recycling facilities to provide low-cost scrap to the steel mills and the fabrication operations to optimize the steel mill volumes. The North America segment's products are sold primarily to steel mills and foundries, construction, fabrication and other manufacturing industries. In addition, the North America segment also has facilities that provide construction-related solutions to serve complementary markets to our vertically integrated operations. Europe The Europe segment is primarily composed of a vertically integrated network of recycling facilities, an EAF mini mill and fabrication operations located in Poland. The steel products manufactured by this segment include rebar, merchant bar and wire rod as well as semi-finished billets. In addition, the downstream products manufactured by this segment's fabrication operations include fabricated rebar, fabricated mesh, assembled rebar cages and other fabricated rebar by-products. The Europe segment's products are sold primarily to fabricators, manufacturers, distributors and construction companies. In addition, the Europe segment also has facilities that provide construction-related solutions to serve complementary markets to our vertically integrated operations. Summary of Significant Accounting Policies Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned and majority owned subsidiaries and certain variable interest entities ("VIEs") for which the Company is the primary beneficiary. Intercompany account balances and transactions have been eliminated. Use of Estimates The preparation of the Company's consolidated financial statements in accordance with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of net sales and expenses during the reporting period. Significant items subject to such estimates and assumptions include revenue recognition, income taxes, carrying value of inventory, acquisitions, goodwill, long-lived assets, derivative instruments and contingencies. Actual results could differ significantly from these estimates and assumptions. Cash and Cash Equivalents Cash and cash equivalents include cash on deposit and short-term, highly-liquid investments with original maturities of three months or less at the date of purchase. Revenue Recognition and Allowance for Doubtful Accounts Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration received or expected to be received in exchange for those goods or services. The Company's performance obligations arise from (i) sales of raw materials, steel products, downstream products and construction-related solutions and (ii) installation services performed by its fabrication operations. The shipment of products to customers is considered a fulfillment activity and amounts billed to customers for shipping and freight are included in net sales, and the related costs are included in cost of goods sold. Net sales are presented net of taxes. R evenue related to raw materials, steel products and construction-related solutions in the North America and Europe segments and downstream products in the Europe segment is recognized at a point in time concurrent with the transfer of control, which usually occurs, depending on shipping terms, upon shipment or customer receipt. Revenue related to steel fence posts and other downstream products in the North America segment not discussed below is recognized equal to billing under an available practical expedient. Each fabricated rebar contract sold by the North America segment represents a single performance obligation and revenue is recognized over time. For contracts where the Company provides fabricated rebar and installation services, revenue is recognized over time using an input measure of progress based on contract costs incurred to date compared to total estimated contract costs ("input measure"). This input measure provides a reasonable depiction of the Company’s progress towards satisfaction of the performance obligation as there is a direct relationship between costs incurred by the Company and the transfer of the fabricated rebar and installation services. Revenue from fabricated rebar contracts where the Company does not provide installation services is recognized over time using an output measure of progress based on tons shipped compared to total estimated tons ("output measure"). This output measure provides a reasonable depiction of the transfer of contract value to the customer, as there is a direct relationship between the units shipped by the Company and the transfer of the fabricated rebar. If total estimated costs on any contract are greater than the net contract revenues, the Company recognizes the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues, costs to complete or total planned quantity is recorded in the period in which such revisions are identified. The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an asset when revenue is recognized prior to invoicing and a liability when revenue is recognized subsequent to invoicing. Payment terms and conditions vary by contract type, although the Company generally requires customers to pay 30 days after the Company satisfies the performance obligations. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined the contracts do not include a significant financing component. The Company maintains an allowance for doubtful accounts 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. The Company reviews and sets credit limits for each customer. The Europe segment uses credit insurance to ensure payment in accordance with the terms of sale. Generally, collateral is not required. Approximately 16% and 17% of total receivables at August 31, 2022 and 2021, respectively, were secured by credit insurance. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by the weighted average cost method. Elements of cost in finished goods inventory in addition to the cost of material include depreciation, utilities, consumable production inputs, maintenance, production, wages and transportation costs. Additionally, the costs of departments that support production, including materials management and quality control, are allocated to inventory. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Maintenance is expensed as incurred. Leasehold improvements are amortized over the shorter of their estimated useful lives or the lease term. Depreciation and amortization are recorded on a straight-line basis over the following estimated useful lives: Buildings 7 to 40 years Land improvements 3 to 25 years Leasehold improvements 3 to 15 years Equipment 3 to 25 years The Company evaluates impairment of its property, plant and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For each asset or group of assets held for use with indicators of impairment, the Company compares the sum of the estimated future cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds estimated undiscounted future cash flows, the excess of the net carrying value over estimated fair value is charged to impairment loss. Properties held for sale are reported at the lower of their carrying amount or their estimated sales price, less estimated costs to sell. Leases The Company's leases are primarily for real property and equipment. The Company determines if an arrangement is a lease at inception of a contract if the terms state the Company has the right to direct the use of, and obtain substantially all the economic benefits from, a specific asset identified in the contract. The right-of-use ("ROU") assets represent the Company's right to use the underlying assets for the lease term, and the lease liabilities represent the obligation to make lease payments arising from the leases. The Company records its ROU assets in other noncurrent assets, its current lease liabilities in accrued expenses and other payables and its noncurrent lease liabilities in other noncurrent liabilities. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments to be made over the lease term. Certain of the Company's lease agreements contain options to extend the lease. The Company evaluates these options on a lease-by-lease basis, and if the Company determines it is reasonably certain to be exercised, the lease term includes the extension. The Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments, and lease expense is recognized on a straight-line basis over the lease term. The incremental borrowing rate is the rate of interest the Company could borrow on a collateralized basis over a similar term with similar payments. The Company does not record leases with an initial term of twelve months or less (“short-term leases”). Certain of the Company's lease agreements include payments for certain variable costs not determinable upon lease commencement, including mileage, utilities, fuel and inflation adjustments. These variable lease payments are recognized in cost of goods sold and selling, general and administrative expenses, but are not included in the ROU asset or lease liability balances. The Company's lease agreements do not contain any material residual value guarantees, restrictions or covenants. Government Assistance Government assistance, including non-monetary grants, herein collectively referred to as grants, are not recognized until there is reasonable assurance that the Company will comply with the conditions of the grant and the Company will receive the grant. Generally, government grants fall into two categories: grants related to assets and grants related to income. Grants related to assets are government grants for the purchase, construction or other acquisition of long-lived assets. The Company accounts for grants related to assets as deferred income with the offset to an asset account, such as fixed assets, on the consolidated balance sheets. Non-monetary grants are recognized at fair value. The Company recognizes the deferred income on grants related to depreciable assets in profit or loss on a systematic basis over the useful life of the asset, which, consistent with the Company's fixed assets policy, is straight-line. The period over which grants are recognized depends on the terms of the agreement. Grants related to specific expenses already incurred are recognized in profit or loss in the period in which the grant becomes receivable. Grants related to non-depreciable assets may require the fulfillment of certain obligations. In such cases, these grants are recognized in profit or loss over the periods that bear the cost of meeting the obligations. Grants related to income are any grants that are not considered grants related to assets, such as grants to compensate for certain expenses. Grants related to income are recognized as a reduction in the related expense in the period that the recognition criteria are met. See Note 10, New Markets Tax Credit Transactions. Goodwill and Other Intangible Assets Goodwill and other indefinite lived intangible assets are tested for impairment annually as of the first day of the Company's fourth quarter, or more frequently if events or circumstances indicate that impairment may be possible. To evaluate goodwill and other indefinite lived intangible assets for impairment, the Company may use qualitative assessments to determine whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an indefinite lived intangible asset is less than its carrying amount. The qualitative assessments consider multiple factors, including the current operating environment, historical and future financial performance and industry and market conditions. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may elect to bypass the qualitative assessment and instead perform a quantitative impairment test to calculate the fair value of the reporting unit in comparison to its associated carrying value. The Company's reporting units represent an operating segment or one level below an operating segment. The Company estimates the fair value of its reporting units using a weighting of fair values derived from the income and market approaches. Under the income approach, the Company determines the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into account industry and market conditions. The discount rate is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the reporting unit. The market approach estimates fair value based on market multiples of earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is indicated in the amount that the carrying value exceeds the fair value of the reporting unit, not to exceed the goodwill value for the reporting unit. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment charges are recorded on finite-lived intangible assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. Contingencies The Company accrues for claims and litigation, including environmental investigation and remediation costs, when they are both probable and the amount can be reasonably estimated. Environmental costs are based upon estimates regarding the sites for which the Company will be responsible, the scope and cost of work to be performed at each site, the portion of costs that will be shared with other parties and the timing of remediation. Where timing and amounts cannot be reasonably determined, a range is estimated and the lower end of the range is recorded. Stock-Based Compensation The Company recognizes stock-based equity and liability awards at fair value. The fair value of each stock-based equity award is estimated at the grant date using either the Black-Scholes or Monte Carlo pricing model. Total compensation cost of the stock-based equity award is amortized over the requisite service period using the accelerated method of amortization for grants with graded vesting or the straight-line method for grants with cliff vesting. Stock-based liability awards are measured at fair value at the end of each reporting period and will fluctuate based on the price of CMC common stock and performance relative to the targets. Income Taxes CMC and its U.S. subsidiaries file a consolidated federal income tax return. Deferred income taxes are provided for temporary differences between financial statement and income tax bases of assets and liabilities. The principal differences are described in Note 13, Income Tax. Benefits from income tax credits are reflected currently in earnings. The Company records income tax positions based on a more likely than not threshold that the tax positions will be sustained on examination by the taxing authorities having full knowledge of all relevant information. The Company classifies interest and any statutory penalties recognized on a tax position as income tax expense. Foreign Currencies The functional currency of the Company's Polish operations is the local currency, the Polish zloty ("PLN"). Translation adjustments are reported as a component of accumulated other comprehensive income or loss. Transactions denominated in currencies other than the functional currency related to continuing operations yielded a $9.6 million gain in 2022 and immaterial gains or losses in 2021 and 2020. Derivative Financial Instruments The Company recognizes derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as hedges are adjusted to fair value through net earnings. Changes in the fair value of derivatives that are designated as hedges are recognized depending on the nature of the hedge. In the case of fair value hedges, changes are recognized as an offset against the change in fair value of the hedged balance sheet item. When the derivative is designated as a cash flow hedge and is highly effective, changes are recognized in other comprehensive income. When a derivative instrument is sold, terminated, exercised or expires, the gain or loss is recorded in the consolidated statement of earnings for fair value hedges, and the cumulative unrealized gain or loss, which had been recognized in the statement of comprehensive income, is reclassified to the consolidated statement of earnings for cash flow hedges. Additionally, when hedged items are sold or extinguished, or the anticipated transaction being hedged is no longer expected to occur, the Company recognizes the gain or loss on the designated hedged financial instrument. Fair Value The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Level 1 represents unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 represents quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable, either directly or indirectly. Level 3 represents valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 after the effective date of this guidance. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Commercial Metals Company ("CMC") and its subsidiaries (collectively, the "Company," "we," "our" or "us") manufacture, recycle and fabricate steel and metal products and provide related materials and services through a network of facilities that includes seven electric arc furnace ("EAF") mini mills, two EAF micro mills, one rerolling mill, steel fabrication and processing plants, construction-related product warehouses and metal recycling facilities in the United States ("U.S.") and Poland. Through its Tensar operations, CMC is a leading global provider of innovative ground and soil stabilization solutions selling into more than 80 national markets through two major product lines: Tensar® geogrids and Geopier® foundation systems. The Company has two reportable segments: North America and Europe. North America The North America segment is primarily composed of a vertically integrated network of recycling facilities, steel mills and fabrication operations located in the U.S. The recycling facilities process ferrous and nonferrous scrap metals (collectively known as "raw materials") for use by manufacturers of new metal products. The steel mills manufacture finished long steel products including reinforcing bar ("rebar"), merchant bar, light structural and other special sections as well as semi-finished billets for rerolling and forging applications (collectively known as "steel products"). The fabrication operations primarily manufacture fabricated rebar and steel fence posts (collectively known as "downstream products"). The general strategy in North America is to optimize the Company's vertically integrated value chain to maximize profitability by obtaining the lowest possible input costs and highest possible selling prices. The Company operates the recycling facilities to provide low-cost scrap to the steel mills and the fabrication operations to optimize the steel mill volumes. The North America segment's products are sold primarily to steel mills and foundries, construction, fabrication and other manufacturing industries. In addition, the North America segment also has facilities that provide construction-related solutions to serve complementary markets to our vertically integrated operations. Europe The Europe segment is primarily composed of a vertically integrated network of recycling facilities, an EAF mini mill and fabrication operations located in Poland. The steel products manufactured by this segment include rebar, merchant bar and wire rod as well as semi-finished billets. In addition, the downstream products manufactured by this segment's fabrication operations include fabricated rebar, fabricated mesh, assembled rebar cages and other fabricated rebar by-products. The Europe segment's products are sold primarily to fabricators, manufacturers, distributors and construction companies. In addition, the Europe segment also has facilities that provide construction-related solutions to serve complementary markets to our vertically integrated operations. Summary of Significant Accounting Policies Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned and majority owned subsidiaries and certain variable interest entities ("VIEs") for which the Company is the primary beneficiary. Intercompany account balances and transactions have been eliminated. Use of Estimates The preparation of the Company's consolidated financial statements in accordance with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of net sales and expenses during the reporting period. Significant items subject to such estimates and assumptions include revenue recognition, income taxes, carrying value of inventory, acquisitions, goodwill, long-lived assets, derivative instruments and contingencies. Actual results could differ significantly from these estimates and assumptions. Cash and Cash Equivalents Cash and cash equivalents include cash on deposit and short-term, highly-liquid investments with original maturities of three months or less at the date of purchase. Revenue Recognition and Allowance for Doubtful Accounts Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration received or expected to be received in exchange for those goods or services. The Company's performance obligations arise from (i) sales of raw materials, steel products, downstream products and construction-related solutions and (ii) installation services performed by its fabrication operations. The shipment of products to customers is considered a fulfillment activity and amounts billed to customers for shipping and freight are included in net sales, and the related costs are included in cost of goods sold. Net sales are presented net of taxes. R evenue related to raw materials, steel products and construction-related solutions in the North America and Europe segments and downstream products in the Europe segment is recognized at a point in time concurrent with the transfer of control, which usually occurs, depending on shipping terms, upon shipment or customer receipt. Revenue related to steel fence posts and other downstream products in the North America segment not discussed below is recognized equal to billing under an available practical expedient. Each fabricated rebar contract sold by the North America segment represents a single performance obligation and revenue is recognized over time. For contracts where the Company provides fabricated rebar and installation services, revenue is recognized over time using an input measure of progress based on contract costs incurred to date compared to total estimated contract costs ("input measure"). This input measure provides a reasonable depiction of the Company’s progress towards satisfaction of the performance obligation as there is a direct relationship between costs incurred by the Company and the transfer of the fabricated rebar and installation services. Revenue from fabricated rebar contracts where the Company does not provide installation services is recognized over time using an output measure of progress based on tons shipped compared to total estimated tons ("output measure"). This output measure provides a reasonable depiction of the transfer of contract value to the customer, as there is a direct relationship between the units shipped by the Company and the transfer of the fabricated rebar. If total estimated costs on any contract are greater than the net contract revenues, the Company recognizes the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues, costs to complete or total planned quantity is recorded in the period in which such revisions are identified. The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an asset when revenue is recognized prior to invoicing and a liability when revenue is recognized subsequent to invoicing. Payment terms and conditions vary by contract type, although the Company generally requires customers to pay 30 days after the Company satisfies the performance obligations. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined the contracts do not include a significant financing component. The Company maintains an allowance for doubtful accounts 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. The Company reviews and sets credit limits for each customer. The Europe segment uses credit insurance to ensure payment in accordance with the terms of sale. Generally, collateral is not required. Approximately 16% and 17% of total receivables at August 31, 2022 and 2021, respectively, were secured by credit insurance. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by the weighted average cost method. Elements of cost in finished goods inventory in addition to the cost of material include depreciation, utilities, consumable production inputs, maintenance, production, wages and transportation costs. Additionally, the costs of departments that support production, including materials management and quality control, are allocated to inventory. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Maintenance is expensed as incurred. Leasehold improvements are amortized over the shorter of their estimated useful lives or the lease term. Depreciation and amortization are recorded on a straight-line basis over the following estimated useful lives: Buildings 7 to 40 years Land improvements 3 to 25 years Leasehold improvements 3 to 15 years Equipment 3 to 25 years The Company evaluates impairment of its property, plant and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For each asset or group of assets held for use with indicators of impairment, the Company compares the sum of the estimated future cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds estimated undiscounted future cash flows, the excess of the net carrying value over estimated fair value is charged to impairment loss. Properties held for sale are reported at the lower of their carrying amount or their estimated sales price, less estimated costs to sell. Leases The Company's leases are primarily for real property and equipment. The Company determines if an arrangement is a lease at inception of a contract if the terms state the Company has the right to direct the use of, and obtain substantially all the economic benefits from, a specific asset identified in the contract. The right-of-use ("ROU") assets represent the Company's right to use the underlying assets for the lease term, and the lease liabilities represent the obligation to make lease payments arising from the leases. The Company records its ROU assets in other noncurrent assets, its current lease liabilities in accrued expenses and other payables and its noncurrent lease liabilities in other noncurrent liabilities. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments to be made over the lease term. Certain of the Company's lease agreements contain options to extend the lease. The Company evaluates these options on a lease-by-lease basis, and if the Company determines it is reasonably certain to be exercised, the lease term includes the extension. The Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments, and lease expense is recognized on a straight-line basis over the lease term. The incremental borrowing rate is the rate of interest the Company could borrow on a collateralized basis over a similar term with similar payments. The Company does not record leases with an initial term of twelve months or less (“short-term leases”). Certain of the Company's lease agreements include payments for certain variable costs not determinable upon lease commencement, including mileage, utilities, fuel and inflation adjustments. These variable lease payments are recognized in cost of goods sold and selling, general and administrative expenses, but are not included in the ROU asset or lease liability balances. The Company's lease agreements do not contain any material residual value guarantees, restrictions or covenants. Government Assistance Government assistance, including non-monetary grants, herein collectively referred to as grants, are not recognized until there is reasonable assurance that the Company will comply with the conditions of the grant and the Company will receive the grant. Generally, government grants fall into two categories: grants related to assets and grants related to income. Grants related to assets are government grants for the purchase, construction or other acquisition of long-lived assets. The Company accounts for grants related to assets as deferred income with the offset to an asset account, such as fixed assets, on the consolidated balance sheets. Non-monetary grants are recognized at fair value. The Company recognizes the deferred income on grants related to depreciable assets in profit or loss on a systematic basis over the useful life of the asset, which, consistent with the Company's fixed assets policy, is straight-line. The period over which grants are recognized depends on the terms of the agreement. Grants related to specific expenses already incurred are recognized in profit or loss in the period in which the grant becomes receivable. Grants related to non-depreciable assets may require the fulfillment of certain obligations. In such cases, these grants are recognized in profit or loss over the periods that bear the cost of meeting the obligations. Grants related to income are any grants that are not considered grants related to assets, such as grants to compensate for certain expenses. Grants related to income are recognized as a reduction in the related expense in the period that the recognition criteria are met. See Note 10, New Markets Tax Credit Transactions. Goodwill and Other Intangible Assets Goodwill and other indefinite lived intangible assets are tested for impairment annually as of the first day of the Company's fourth quarter, or more frequently if events or circumstances indicate that impairment may be possible. To evaluate goodwill and other indefinite lived intangible assets for impairment, the Company may use qualitative assessments to determine whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an indefinite lived intangible asset is less than its carrying amount. The qualitative assessments consider multiple factors, including the current operating environment, historical and future financial performance and industry and market conditions. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may elect to bypass the qualitative assessment and instead perform a quantitative impairment test to calculate the fair value of the reporting unit in comparison to its associated carrying value. The Company's reporting units represent an operating segment or one level below an operating segment. The Company estimates the fair value of its reporting units using a weighting of fair values derived from the income and market approaches. Under the income approach, the Company determines the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into account industry and market conditions. The discount rate is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the reporting unit. The market approach estimates fair value based on market multiples of earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is indicated in the amount that the carrying value exceeds the fair value of the reporting unit, not to exceed the goodwill value for the reporting unit. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment charges are recorded on finite-lived intangible assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. Contingencies The Company accrues for claims and litigation, including environmental investigation and remediation costs, when they are both probable and the amount can be reasonably estimated. Environmental costs are based upon estimates regarding the sites for which the Company will be responsible, the scope and cost of work to be performed at each site, the portion of costs that will be shared with other parties and the timing of remediation. Where timing and amounts cannot be reasonably determined, a range is estimated and the lower end of the range is recorded. Stock-Based Compensation The Company recognizes stock-based equity and liability awards at fair value. The fair value of each stock-based equity award is estimated at the grant date using either the Black-Scholes or Monte Carlo pricing model. Total compensation cost of the stock-based equity award is amortized over the requisite service period using the accelerated method of amortization for grants with graded vesting or the straight-line method for grants with cliff vesting. Stock-based liability awards are measured at fair value at the end of each reporting period and will fluctuate based on the price of CMC common stock and performance relative to the targets. Income Taxes CMC and its U.S. subsidiaries file a consolidated federal income tax return. Deferred income taxes are provided for temporary differences between financial statement and income tax bases of assets and liabilities. The principal differences are described in Note 13, Income Tax. Benefits from income tax credits are reflected currently in earnings. The Company records income tax positions based on a more likely than not threshold that the tax positions will be sustained on examination by the taxing authorities having full knowledge of all relevant information. The Company classifies interest and any statutory penalties recognized on a tax position as income tax expense. Foreign Currencies The functional currency of the Company's Polish operations is the local currency, the Polish zloty ("PLN"). Translation adjustments are reported as a component of accumulated other comprehensive income or loss. Transactions denominated in currencies other than the functional currency related to continuing operations yielded a $9.6 million gain in 2022 and immaterial gains or losses in 2021 and 2020. Derivative Financial Instruments The Company recognizes derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as hedges are adjusted to fair value through net earnings. Changes in the fair value of derivatives that are designated as hedges are recognized depending on the nature of the hedge. In the case of fair value hedges, changes are recognized as an offset against the change in fair value of the hedged balance sheet item. When the derivative is designated as a cash flow hedge and is highly effective, changes are recognized in other comprehensive income. When a derivative instrument is sold, terminated, exercised or expires, the gain or loss is recorded in the consolidated statement of earnings for fair value hedges, and the cumulative unrealized gain or loss, which had been recognized in the statement of comprehensive income, is reclassified to the consolidated statement of earnings for cash flow hedges. Additionally, when hedged items are sold or extinguished, or the anticipated transaction being hedged is no longer expected to occur, the Company recognizes the gain or loss on the designated hedged financial instrument. Fair Value The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Level 1 represents unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 represents quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable, either directly or indirectly. Level 3 represents valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 after the effective date of this guidance. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Aug. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | NOTE 2. ACQUISITION On April 25, 2022 (the "Acquisition Date"), the Company completed the acquisition of TAC Acquisition Corp. ("Tensar"). The total cash purchase price, net of $19.6 million cash acquired, was approximately $550 million, subject to customary purchase price adjustments, and was funded through domestic cash on-hand. Tensar is a leading global provider of innovative ground stabilization and soil reinforcement solutions through two major product lines: Tensar® geogrids and Geopier® foundation systems, which are complementary to the Company's existing concrete reinforcement product lines within North America and Europe. Geogrids are polymer-based products used for ground stabilization, soil reinforcement and asphalt optimization in construction applications, including roadways, public infrastructure and industrial facilities. Geopier foundation systems are ground improvement solutions that increase the load-bearing characteristics of ground structures and working surfaces and can be applied in soil types and construction situations in which traditional support methods are impractical or would make a project infeasible. Tensar’s end customers include commercial, industrial and residential site developers, mining and oil and gas companies, transportation authorities, coastal and waterway authorities and waste management companies . Tensar serves customers in more than 80 national markets through its manufacturing facilities, the largest of which are located in Morrow, Georgia and Blackburn, England. The acquired operations in North America are presented within the North America reportable segment, and the remaining acquired operations are presented within the Europe reportable segment. The Company accounts for business combinations by recognizing the assets acquired and liabilities assumed at the Acquisition Date fair value. In valuing acquired assets and liabilities, fair value estimates were determined using Level 3 inputs, including expected future cash flows and discount rates. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the Acquisition Date, the Company’s estimates are inherently uncertain and subject to refinement. The results of operations of Tensar are reflected in the Company’s consolidated financial statements from the Acquisition Date. The financial statements are not retrospectively adjusted for any adjustments that occur during the allowable one-year measurement period (the "Measurement Period"). Rather, any adjustments to provisional amounts identified during the Measurement Period will be recorded in the reporting period in which the adjustment is determined. The table below presents the preliminary fair values and measurement period adjustments that were allocated to Tensar's assets and liabilities as of the Acquisition Date: (in thousands) Estimated Fair Value as of Acquisition Date Measurement Period Adjustments Estimated Fair Value Cash and cash equivalents $ 19,551 $ — $ 19,551 Accounts receivable 38,188 (447) 37,741 Inventories 38,810 652 39,462 Prepaid and other current assets 14,143 (1,615) 12,528 Defined benefit pension plan 14,620 — 14,620 Property, plant and equipment 88,541 (2,558) 85,983 Intangible assets 260,500 — 260,500 Goodwill 187,861 (1,056) 186,805 Other noncurrent assets 19,430 230 19,660 Accounts payable (12,468) 334 (12,134) Accrued expenses and other payables (23,307) (418) (23,725) Current maturities of long-term debt (3,277) — (3,277) Deferred income taxes (48,683) 3,628 (45,055) Other noncurrent liabilities (17,597) 1,250 (16,347) Long-term debt (4,312) — (4,312) Total assets acquired and liabilities assumed $ 572,000 $ — $ 572,000 Inventories The acquired inventory is comprised of finished goods, work in process and raw materials. The fair value of finished goods was calculated as the estimated selling price, adjusted for the selling costs, economic rents for use of intangible assets involved with the disposal process and a reasonable profit margin. The fair value of work in process was calculated as the estimated selling price, adjusted for estimated costs to complete manufacturing, estimated selling costs and a reasonable profit margin. The fair value of raw materials approximates the historical carrying value or was calculated based on the estimated replacement cost. The total purchase accounting inventory adjustment of $8.7 million was recognized during the year ended August 31, 2022 and was reflected as cost of goods sold as the related inventory was sold. Defined Benefit Pension Plan The Company recognized a net asset of $14.6 million at the Acquisition Date, representing the overfunded status of the acquired defined benefit pension plan. See Note 15, Employees' Retirement Plans, for more information on the acquired plan. Property, Plant and Equipment The fair value of real property was calculated using the cost approach for buildings and improvements and the sales comparison approach for land. The fair value of personal property was calculated using the cost approach. The cost approach measures the value by estimating the cost to acquire or construct comparable assets and adjusts for age and condition. The Company assigned real property a useful life ranging from 5 to 25 years and personal property a useful life ranging from 1 to 15 years. Goodwill Goodwill from acquisitions represents the excess of the purchase price over the fair value of net assets acquired. The factors contributing to the amount of goodwill are based on strategic and synergistic benefits that are expected to be realized from the acquisition, due in part to the complementing markets for engineered construction ground reinforcement and concrete reinforcement. As of the Acquisition Date, the Company added $186.8 million of goodwill related to the Tensar acquisition. The recognized goodwill is not deductible for tax purposes. Intangible Assets The acquired intangible assets consist of: (in thousands, except life in years) Life in Years Estimated Fair Value Developed technologies 1 to 11 $ 147,900 Trade names 8 to 9 or indefinite 57,000 Customer relationships 12 to 17 53,200 In-process research and development Indefinite 2,400 The fair value of developed technologies was calculated using the income approach under the excess earnings method and considers selling, marketing and research and development costs, which were allocated based on patent lifecycles. The fair value of trade names was calculated using the income approach, under the relief from royalty method. The relief from royalty method considers revenue derived from the corporate and product-specific trade names, the strength and relevance of the trade names in the marketplace and management’s plans to utilize the trade names going forward. The fair value of customer relationships was calculated using the income approach, under the with-and-without method. The with-and-without method considers opportunity costs associated with lost profits in the absence of the existing customer base. The fair value of in-process research and development was calculated using the cost approach and considers development costs, profit mark-up and opportunity cost. Deferred Income Taxes Deferred tax liabilities include the expected future U.S. federal, state and foreign tax consequences associated with temporary differences between the preliminary fair values of the assets acquired and liabilities assumed and the respective tax bases. Tax rates utilized in calculating the deferred tax liabilities represent the appropriate tax rate for each respective jurisdiction. Deferred tax liabilities may be adjusted during the Measurement Period as the Company finalizes tax returns for periods prior to the Acquisition Date. Other Assets Acquired and Liabilities Assumed The Company used historical carrying values for trade accounts receivable and payables, as well as certain other current and noncurrent assets and liabilities, as their carrying values represented the fair value of those items as of the Acquisition Date. Financial Results The following table summarizes the financial results of Tensar from the Acquisition Date through the end of fiscal 2022 that are included in the Company’s consolidated statement of earnings and consolidated statement of comprehensive income: (in thousands) From the Acquisition Date to August 31, 2022 Net sales $ 102,107 Earnings before income taxes 3,183 Pro Forma Supplemental Information Supplemental information on an unaudited pro forma basis is presented below as if the acquisition of Tensar occurred on September 1, 2020. The pro forma financial information is presented for comparative purposes only, based on certain factually supported estimates and assumptions, which the Company believes to be reasonable, but not necessarily indicative of future results of operations or the results that would have been reported if the acquisition had been completed on September 1, 2020. These results were not used as part of management's analysis of the financial results and performance of the Company. The pro forma adjustments do not reflect anticipated synergies, but rather include the nonrecurring impact of additional cost of sales from revalued inventory and the recurring income statement effects of fair value adjustments, such as depreciation and amortization. Further adjustments were made to remove the impact of Tensar's prior management fees, acquisition and integration expenses and interest on debt not assumed in the acquisition. The resulting tax effects of the business combination are also reflected below. Year Ended August 31, (in thousands) 2022 2021 Pro forma net sales $ 9,064,322 $ 6,957,903 Pro forma net earnings 1,238,174 416,904 The pro forma results presented above include, but are not limited to, adjustments to remove the impact of $8.7 million of acquisition and integration expenses from 2022 and reapportion $1.0 million of those costs incurred following the Acquisition Date to 2021, as well as reallocate $8.7 million of increased cost of goods sold in 2022 to 2021 as a result of the revaluation of inventory. The pro forma results also reflect increased amortization expense from acquired intangible assets of $8.1 million in 2022 and $12.4 million in 2021. |
CHANGES IN BUSINESS
CHANGES IN BUSINESS | 12 Months Ended |
Aug. 31, 2022 | |
Business Combinations [Abstract] | |
CHANGES IN BUSINESS | NOTE 3. CHANGES IN BUSINESS Facility Closures and Dispositions In October 2019, the Company closed the melting operations at its Rancho Cucamonga facility, which was part of the North America segment, and in August 2020, the Company announced plans to sell the facility. Additionally, in September 2021, the Company ceased operations at a rebar fabrication facility adjacent to the Rancho Cucamonga facility. Due to these closures, the Company recorded $13.8 million and $9.8 million in 2021 and 2020, respectively, related to asset impairments, severance, pension curtailment, environmental obligations and vendor agreement terminations. The closures did not meet the criteria for discontinued operations. As of August 31, 2021, the associated assets of the Rancho Cucamonga facility and the adjacent rebar fabrication facility ("the Rancho Cucamonga facilities"), comprised of property, plant and equipment, net, met the criteria for classification as held for sale. As such, the Company classified $24.9 million within assets held for sale in the Company's consolidated balance sheet as of August 31, 2021. On September 29, 2021, the Company entered into a definitive agreement to sell the assets associated with the Rancho Cucamonga facilities. On December 28, 2021, the sale of the Rancho Cucamonga facilities was completed for gross proceeds of $313.0 million, of which $22.0 million was used to purchase like-kind assets in 2022 per the terms of the sale agreement. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended |
Aug. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | NOTE 4. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Accumulated other comprehensive income (loss) ("AOCI") was comprised of the following: (in thousands) Foreign Currency Translation Derivatives Defined Benefit Obligation Total AOCI Balance at September 1, 2019 $ (121,498) $ 1,106 $ (3,734) $ (124,126) Other comprehensive income (loss) before reclassifications 33,559 (14,983) (952) 17,624 Reclassification for (gain) loss (1) 6 (375) — (369) Income tax benefit — 2,918 189 3,107 Net other comprehensive income (loss) 33,565 (12,440) (763) 20,362 Balance at August 31, 2020 (87,933) (11,334) (4,497) (103,764) Other comprehensive income (loss) before reclassifications (17,747) 42,233 4,522 29,008 Reclassification for gain (1) — (2,826) — (2,826) Income tax expense — (6,292) (946) (7,238) Net other comprehensive income (loss) (17,747) 33,115 3,576 18,944 Balance at August 31, 2021 (105,680) 21,781 (921) (84,820) Other comprehensive income (loss) before reclassifications (140,217) 171,607 (8,457) 22,933 Reclassification for gain (1) — (27,511) — (27,511) Income tax (expense) benefit — (27,635) 2,582 (25,053) Net other comprehensive income (loss) (140,217) 116,461 (5,875) (29,631) Balance at August 31, 2022 $ (245,897) $ 138,242 $ (6,796) $ (114,451) __________________________________ (1) Reclassifications for gains and losses on derivatives included in net earnings are recorded in cost of goods sold in the consolidated statements of earnings. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Aug. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | NOTE 5. REVENUE RECOGNITION Revenue from Contracts with Customers Revenue related to raw materials, steel products and construction-related solutions in the North America and Europe segments and downstream products in the Europe segment is recognized at a point in time concurrent with the transfer of control, which usually occurs, depending on shipping terms, upon shipment or customer receipt. See Note 20, Operating Segments for further information about disaggregated revenue by our major product lines. Each downstream 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 8%, 10% and 12% of net sales in the North America segment in 2022, 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 2022 and 2021, and 11% in 2020. The following table provides information about assets and liabilities from contracts with customers: August 31, (in thousands) 2022 2021 Contract assets (included in accounts receivable) $ 73,037 $ 64,168 Contract liabilities (included in accrued expenses and other payables) 27,567 23,948 The entire contract liability as of August 31, 2021 was recognized in 2022. Remaining Performance Obligations As of August 31, 2022, a total of $1.1 billion has been allocated to remaining performance obligations in the North America segment related to contracts where revenue is recognized using an input or output measure. Of this amount, the Company |
INVENTORIES
INVENTORIES | 12 Months Ended |
Aug. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6. INVENTORIES The majority of the Company's inventories are in the form of semi-finished and finished steel products. Under the Company’s vertically integrated business model, steel products are sold to external customers in various stages, from semi-finished billets through fabricated steel, leading these categories to be combined as finished goods. The components of inventories were as follows: (in thousands) August 31, 2022 August 31, 2021 Raw materials $ 271,756 $ 286,123 Work in process 9,446 6,881 Finished goods 888,494 642,383 Total $ 1,169,696 $ 935,387 Inventory write-downs were immaterial for 2022, 2021 and 2020. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Aug. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill by reportable segment is detailed in the following table: (in thousands) North America Europe Consolidated Goodwill, gross: Balance at September 1, 2020 $ 71,941 $ 2,579 $ 74,520 Acquisition — 1,909 1,909 Foreign currency translation — (98) (98) Balance at August 31, 2021 71,941 4,390 76,331 Acquisition 144,118 42,687 186,805 Foreign currency translation — (3,962) (3,962) Balance at August 31, 2022 216,059 43,115 259,174 Accumulated impairment: Balance at September 1, 2020 (10,036) (163) (10,199) Foreign currency translation — 5 5 Balance at August 31, 2021 (10,036) (158) (10,194) Foreign currency translation — 29 29 Balance at August 31, 2022 (10,036) (129) (10,165) Goodwill, net: Balance at September 1, 2020 61,905 2,416 64,321 Acquisition — 1,909 1,909 Foreign currency translation — (93) (93) Balance at August 31, 2021 61,905 4,232 66,137 Acquisition 144,118 42,687 186,805 Foreign currency translation — (3,933) (3,933) Balance at August 31, 2022 $ 206,023 $ 42,986 $ 249,009 During 2022, 2021 and 2020, the annual goodwill impairment analyses did not result in any impairment charges. For the year ended August 31, 2022, the Company performed qualitative tests for all reporting units other than one reporting unit within the North America reporting segment consisting of $56.9 million of goodwill. The results of the qualitative tests indicated it was more likely than not that the fair value of all reporting units with goodwill exceeded their carrying value. The Company elected to bypass the qualitative test and perform a quantitative test for the North America reporting unit consisting of $56.9 million of goodwill. Based on the results of the quantitative test, the fair value of this reporting unit exceeded its carrying value by 18%. Other intangible assets subject to amortization are detailed in the following table: August 31, 2022 August 31, 2021 (in thousands) Weighted Average Useful Lives in Years Gross Accumulated Amortization Net Gross Accumulated Amortization Net Patents 5 to 7.5 $ 7,203 $ 4,596 $ 2,607 $ 7,203 $ 3,621 $ 3,582 Customer relationships 8 660 660 — 6,079 5,629 450 Perpetual lease rights 80 3,584 744 2,840 4,395 860 3,535 Non-compete agreements 5 to 7 3,050 1,135 1,915 3,050 778 2,272 Other 5 to 15 939 767 172 939 677 262 Due to acquisition of Tensar: Developed technologies 1 to 11 147,040 6,485 140,555 — — — Customer relationships 12 to 17 52,455 1,456 50,999 — — — Trade names 8 to 9 2,374 96 2,278 — — — Total $ 217,305 $ 15,939 $ 201,366 $ 21,666 $ 11,565 $ 10,101 The foreign currency translation adjustments related to the intangible assets subject to amortization were immaterial for all periods presented above. Amortization expense for intangible assets was $10.0 million in 2022, of which $6.4 million was recorded in cost of goods sold and $3.6 million was recorded in selling, general and administrative expenses in the consolidated statements of earnings. Amortization expense for intangible assets was $2.1 million in 2021 and 2020, all of which was recorded in selling, general and administrative expenses in the consolidated statements of earnings. Estimated amortization expense for the next five years is as follows: Year Ended August 31, (in thousands) 2023 $ 24,389 2024 23,590 2025 21,840 2026 20,622 2027 20,515 |
LEASES
LEASES | 12 Months Ended |
Aug. 31, 2022 | |
Leases [Abstract] | |
Operating Leases | NOTE 8. LEASES The following table presents the components of the total leased assets and lease liabilities and their classification in the Company's consolidated balance sheets: (in thousands) Classification in Consolidated Balance Sheets August 31, 2022 August 31, 2021 Assets: Operating assets Other noncurrent assets $ 138,937 $ 112,202 Finance assets Property, plant and equipment, net 63,702 55,308 Total leased assets $ 202,639 $ 167,510 Liabilities: Operating lease liabilities: Current Accrued expenses and other payables $ 31,792 $ 26,433 Long-term Other noncurrent liabilities 111,150 93,409 Total operating lease liabilities 142,942 119,842 Finance lease liabilities: Current Current maturities of long-term debt and short-term borrowings 19,340 16,040 Long-term Long-term debt 39,196 36,104 Total finance lease liabilities 58,536 52,144 Total lease liabilities $ 201,478 $ 171,986 The components of lease cost were as follows: Year Ended August 31, (in thousands) 2022 2021 2020 Operating lease expense $ 35,111 $ 32,752 $ 35,611 Finance lease expense: Amortization of assets 13,302 13,050 11,445 Interest on lease liabilities 2,105 2,213 1,792 Total finance lease expense 15,407 15,263 13,237 Variable and short-term lease expense 20,856 20,096 17,020 Total lease expense $ 71,374 $ 68,111 $ 65,868 The weighted average remaining lease term and discount rate for operating and finance leases are presented in the following table: August 31, 2022 August 31, 2021 Weighted average remaining lease term (years): Operating leases 5.3 6.2 Finance leases 3.4 3.6 Weighted average discount rate: Operating leases 4.076 % 4.451 % Finance leases 4.125 % 4.079 % Cash flow and other information related to leases is included in the following table: Year Ended August 31, (in thousands) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 35,697 $ 31,686 $ 36,063 Operating cash outflows from finance leases 2,093 2,228 1,720 Financing cash outflows from finance leases 17,821 16,016 12,774 ROU assets obtained in exchange for lease obligations: Operating leases $ 59,035 $ 25,888 $ 43,642 Finance leases 24,333 18,006 26,573 Future maturities of lease liabilities at August 31, 2022 are presented in the following table: (in thousands) Operating Leases Finance Leases 2023 $ 38,277 $ 21,311 2024 32,108 18,633 2025 26,343 12,583 2026 21,714 6,235 2027 14,019 3,090 Thereafter 27,616 672 Total lease payments 160,077 62,524 Less imputed interest (17,135) (3,988) Present value of lease liabilities $ 142,942 $ 58,536 As of August 31, 2022, the Company has additional leases that have not yet commenced, primarily for vehicles, with aggregate fixed payments over their terms of approximately $17.0 million. These leases will commence in 2023 and 2024 and have noncancellable terms of 4 to 7 years. |
Finance Leases | NOTE 8. LEASES The following table presents the components of the total leased assets and lease liabilities and their classification in the Company's consolidated balance sheets: (in thousands) Classification in Consolidated Balance Sheets August 31, 2022 August 31, 2021 Assets: Operating assets Other noncurrent assets $ 138,937 $ 112,202 Finance assets Property, plant and equipment, net 63,702 55,308 Total leased assets $ 202,639 $ 167,510 Liabilities: Operating lease liabilities: Current Accrued expenses and other payables $ 31,792 $ 26,433 Long-term Other noncurrent liabilities 111,150 93,409 Total operating lease liabilities 142,942 119,842 Finance lease liabilities: Current Current maturities of long-term debt and short-term borrowings 19,340 16,040 Long-term Long-term debt 39,196 36,104 Total finance lease liabilities 58,536 52,144 Total lease liabilities $ 201,478 $ 171,986 The components of lease cost were as follows: Year Ended August 31, (in thousands) 2022 2021 2020 Operating lease expense $ 35,111 $ 32,752 $ 35,611 Finance lease expense: Amortization of assets 13,302 13,050 11,445 Interest on lease liabilities 2,105 2,213 1,792 Total finance lease expense 15,407 15,263 13,237 Variable and short-term lease expense 20,856 20,096 17,020 Total lease expense $ 71,374 $ 68,111 $ 65,868 The weighted average remaining lease term and discount rate for operating and finance leases are presented in the following table: August 31, 2022 August 31, 2021 Weighted average remaining lease term (years): Operating leases 5.3 6.2 Finance leases 3.4 3.6 Weighted average discount rate: Operating leases 4.076 % 4.451 % Finance leases 4.125 % 4.079 % Cash flow and other information related to leases is included in the following table: Year Ended August 31, (in thousands) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 35,697 $ 31,686 $ 36,063 Operating cash outflows from finance leases 2,093 2,228 1,720 Financing cash outflows from finance leases 17,821 16,016 12,774 ROU assets obtained in exchange for lease obligations: Operating leases $ 59,035 $ 25,888 $ 43,642 Finance leases 24,333 18,006 26,573 Future maturities of lease liabilities at August 31, 2022 are presented in the following table: (in thousands) Operating Leases Finance Leases 2023 $ 38,277 $ 21,311 2024 32,108 18,633 2025 26,343 12,583 2026 21,714 6,235 2027 14,019 3,090 Thereafter 27,616 672 Total lease payments 160,077 62,524 Less imputed interest (17,135) (3,988) Present value of lease liabilities $ 142,942 $ 58,536 As of August 31, 2022, the Company has additional leases that have not yet commenced, primarily for vehicles, with aggregate fixed payments over their terms of approximately $17.0 million. These leases will commence in 2023 and 2024 and have noncancellable terms of 4 to 7 years. |
CREDIT ARRANGEMENTS
CREDIT ARRANGEMENTS | 12 Months Ended |
Aug. 31, 2022 | |
Debt Disclosure [Abstract] | |
CREDIT ARRANGEMENTS | NOTE 9. CREDIT ARRANGEMENTS Long-term debt was as follows: Weighted Average Interest Rate as of August 31, 2022 Year Ended August 31, (in thousands) 2022 2021 2032 Notes 4.375% $ 300,000 $ — 2031 Notes 3.875% 300,000 300,000 2030 Notes 4.125% 300,000 — 2027 Notes 5.375% — 300,000 2023 Notes 4.875% 330,000 330,000 Series 2022 Bonds, due 2047 4.000% 145,060 — Poland Term Loan 8.530% 32,439 49,726 Short-term borrowings 7.260% 26,390 26,560 Other 4.560% 21,278 19,492 Finance leases 58,536 52,144 Total debt 1,513,703 1,077,922 Less unamortized debt issuance costs (16,496) (8,141) Plus unamortized bond premium 4,838 — Total amounts outstanding 1,502,045 1,069,781 Less current maturities of long-term debt and short-term borrowings (388,796) (54,366) Long-term debt $ 1,113,249 $ 1,015,415 Senior Notes In February 2022, the Company redeemed all of the $300.0 million of 5.375% Senior Notes due July 2027 (the "2027 Notes") and recognized a $16.1 million loss on debt extinguishment. In January 2022, the Company issued $300.0 million of 4.125% Senior Notes due January 2030 (the "2030 Notes") and $300.0 million of 4.375% Senior Notes due March 2032 (the "2032 Notes"). Aggregate issuance costs associated with the 2030 Notes and 2032 Notes were approximately $9.4 million. Interest on the 2030 Notes is payable semiannually on January 15 and July 15. Interest on the 2032 Notes is payable semiannually on March 15 and September 15. In February 2021, the Company issued $300.0 million of 3.875% Senior Notes due February 2031 (the "2031 Notes") and accepted for purchase all of the previously outstanding $350.0 million of 5.750% Senior Notes due April 2026 (the "2026 Notes") through a cash tender offer. Issuance costs associated with the 2031 Notes and loss on debt extinguishment recognized related to the retirement of the 2026 Notes were $4.9 million and $16.8 million, respectively, in 2021. Interest on the 2031 Notes is payable semiannually on February 15 and August 15. In May 2013, the Company issued $330.0 million of 4.875% Senior Notes due May 2023 (the "2023 Notes"). Accordingly, the 2023 Notes have been included within current maturities of long-term debt and short-term borrowings in the consolidated balance sheet as of August 31, 2022. Interest on the 2023 Notes is payable semiannually on November 30 and May 31. Series 2022 Bonds In February 2022, the Company announced the issuance of $145.1 million in original aggregate principal amount of tax-exempt bonds (the “Series 2022 Bonds”) by the Industrial Development Authority of the County of Maricopa (the "MCIDA"). The Series 2022 Bonds were priced to yield 3.5% and provided gross proceeds of $150.0 million. The proceeds were loaned to the Company pursuant to a loan agreement between the Company and the MCIDA. During 2022, the full amount of the proceeds was used to fund a portion of the acquisition, construction and equipping of the Company’s third micro mill, which is under construction in Mesa, Arizona. Issuance costs associated with the Series 2022 Bonds were $3.1 million. The Series 2022 Bonds accrue interest at 4.0%, payable semiannually on April 15 and October 15, and have a maturity date in October 2047. Credit Facilities The Company has a $400.0 million revolving credit facility (the "Revolver"), pursuant to the Fifth Amended and Restated Credit Agreement (as amended, the "Credit Agreement"). The Credit Agreement has a maturity date in March 2026. The maximum availability under the Revolver can be increased to $650.0 million with bank approval. The Company's obligations under the Credit Agreement are collateralized by its North America inventory. The Credit Agreement's capacity includes a $50.0 million sub-limit for the issuance of stand-by letters of credit. The Company had no amounts drawn under the Revolver at August 31, 2022 or 2021. The availability under the Revolver was reduced by outstanding stand-by letters of credit of $1.4 million and $3.0 million at August 31, 2022 and 2021, respectively. Under the Credit Agreement, the Company is required to comply with certain financial and non-financial covenants, including covenants to maintain: (i) an interest coverage ratio (consolidated EBITDA to consolidated interest expense, as each is defined in the Credit Agreement) of not less than 2.50 to 1.00 and (ii) a debt to capitalization ratio (consolidated funded debt to total capitalization, as each is defined in the Credit Agreement) that does not exceed 0.60 to 1.00. Loans under the Credit Agreement bear interest based on the Eurocurrency rate, a base rate, or the LIBOR rate. At August 31, 2022, the Company believes it was in compliance with all of the covenants contained in its credit arrangements. At August 31, 2022, the Company's interest coverage ratio was 34.48 to 1.00 and the Company's debt to capitalization ratio was 0.31 to 1.00. The Company has a Term Loan facility (the "Poland Term Loan") through its subsidiary, CMC Poland Sp. zo.o. ("CMCP"). At August 31, 2022, PLN 152.4 million, or $32.4 million, was outstanding, compared to the maximum amount available under the facility, PLN 190.5 million, or $49.7 million, which was outstanding as of August 31, 2021. CMCP is required to make quarterly interest and principal payments on the Poland Term Loan with interest based on the Warsaw Interbank Offer Rate ("WIBOR") plus a margin. The Poland Term Loan has a maturity date in August 2026. The Company also has credit facilities in Poland, through its subsidiary, CMCP, available to support working capital, short-term cash needs, letters of credit, financial assurance and other trade finance-related matters. At August 31, 2022 and 2021, CMCP's credit facilities totaled PLN 300.0 million, or $63.9 million and $78.3 million, respectively. The credit facilities have expiration dates ranging from March 2024 to March 2025. At August 31, 2022 and 2021, no amounts were outstanding under these facilities. CMCP had no borrowings or repayments under its credit facilities in 2022 and 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 $1.0 million and $5.7 million at August 31, 2022 and 2021, respectively. The scheduled maturities of the Company's long-term debt, excluding obligations related to finance leases, are included in the table below. See Note 8, Leases, for scheduled maturities of finance leases. Year Ended August 31, (in thousands) 2023 $ 369,819 2024 11,535 2025 9,288 2026 9,275 2027 3,653 Thereafter 1,051,597 Total long-term debt, excluding finance leases 1,455,167 Less debt issuance costs (16,496) Plus unamortized bond premium 4,838 Total long-term debt outstanding, excluding finance leases $ 1,443,509 The Company capitalized $11.9 million, $2.8 million and $2.5 million of interest in the cost of property, plant and equipment during 2022, 2021 and 2020, respectively. Accounts Receivable Facilities CMC has a $150.0 million U.S. trade accounts receivable facility (the "U.S. Facility"), which expires in March 2023. Under the U.S. Facility, CMC contributes, and certain of its subsidiaries transfer without recourse, certain eligible trade accounts receivable to CMC Receivables, Inc. ("CMCRV"), a wholly-owned subsidiary of CMC. CMCRV is structured to be a bankruptcy-remote entity formed for the sole purpose of facilitating transfers of trade accounts receivable generated by the Company. CMCRV transfers the trade accounts receivable in their entirety to two financial institutions. Under the U.S. Facility, with the consent of both CMCRV and the program's administrative agent, the amount advanced by the financial institutions can be increased to a maximum of $300.0 million for all trade accounts receivable. The remaining portion of the purchase price of the trade accounts receivable takes the form of subordinated notes from the respective financial institutions. These notes will be satisfied from the ultimate collection of the trade accounts receivable after payment of certain fees and other costs. The U.S. Facility contains certain cross-default provisions whereby a termination event could occur if the Company defaulted under certain of its credit arrangements. The covenants contained in the receivables purchase agreement are consistent with the Credit Agreement. Advances taken under the U.S. Facility incur interest based on LIBOR plus a margin. The Company had no advance payments outstanding under the U.S. Facility at August 31, 2022 and 2021. In addition to the U.S. Facility, the Company's subsidiary in Poland transfers trade accounts receivable to financial institutions without recourse (the "Poland Facility"). The Poland Facility has a facility limit of PLN 288.0 million, or $61.3 million and $75.2 million as of August 31, 2022 and August 31, 2021, respectively. Advances taken under the Poland Facility incur interest based on the WIBOR plus a margin. The Company had PLN 124.0 million, or $26.4 million, advance payments outstanding under the Poland Facility at August 31, 2022 and PLN 101.7 million, or $26.6 million, at August 31, 2021. |
NEW MARKETS TAX CREDIT TRANSACT
NEW MARKETS TAX CREDIT TRANSACTIONS | 12 Months Ended |
Aug. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
New Markets Tax Credit Transactions | NOTE 10. NEW MARKETS TAX CREDIT TRANSACTIONS During 2016 and 2017, the Company entered into three New Markets Tax Credit (“NMTC”) transactions with U.S. Bancorp Community Development Corporation, a Minnesota corporation ("USBCDC"). The NMTC transactions relate to the construction and equipping of the micro mill in Durant, Oklahoma, as well as a rebar spooler and automated T-post shop located on the same site. The transactions qualified through the New Markets Tax Credit program provided for in the Community Renewal Tax Relief Act of 2000 (the "NMTC Program"), as the micro mill, spooler and T-post shop are located in an eligible zone designated by the Internal Revenue Service ("IRS") and are considered eligible business activities for the NMTC Program. Under the NMTC Program, an investor that makes a capital investment, which, in turn, together with leverage loan sources, is used to make a Qualifying Equity Investment (a "QEI") in an entity that (i) qualifies as a Community Development Entity ("CDE"), (ii) has applied for and been granted an allocation of a portion of the total federal funds available to fund the credits (an "NMTC Allocation") and (iii) uses a minimum specified portion of the QEI to make a Qualified Low Income Community Investment up to the maximum amount of the CDE’s NMTC Allocation will be entitled to claim, over a period of seven years, federal nonrefundable tax credits in an amount equal to 39% of the QEI amount. NMTCs are subject to 100% recapture for a period of seven years as provided in the Internal Revenue Code. In general, the three NMTC transactions were structured similarly. USBCDC made a capital contribution to an investment fund and Commonwealth Acquisition Holdings, Inc., a wholly-owned subsidiary of the Company (“Commonwealth”), made a loan to the investment fund. The investment fund used the proceeds from the capital contribution and the loan to make a QEI into a CDE, which, in turn, makes loans of the QEIs to the operating subsidiaries of the Company with terms similar to the loans by Commonwealth. The following table summarizes the key terms and conditions for each of the three NMTC transactions ($ in millions): Project USBCDC Capital Contribution Commonwealth Loan Commonwealth Loan Rate / Maturity Investment Fund(s) QEI to CDE CDE Loan Micro mill $17.7 $35.3 1.08% / December 24, 2045 USBCDC Investment Fund 156, LLC $51.5 $50.7 Spooler 6.7 14.0 1.39% / July 26, 2042 Twain Investment Fund 249, LLC 20.0 19.4 T-post shop 5.0 10.4 1.16% / March 23, 2047 Twain Investment Fund 219, LLC Twain Investment Fund 222, LLC 15.0 14.7 By its capital contributions to the investment funds (exclusive of Twain Investment Fund 222) (collectively, the "Funds"), USBCDC is entitled to substantially all the benefits derived from the NMTCs. These transactions include a put/call provision whereby the Company may be obligated or entitled to repurchase USBCDC’s interest in the Funds at the end of a seven eight The Company has determined that the Funds are VIEs, of which the Company is the primary beneficiary and has consolidated them in accordance with ASC Topic 810, Consolidation. As of August 31, 2021, $27.2 million of USBCDC’s contributions, which represent deferred revenue to the Company, were included in other noncurrent liabilities in the consolidated balance sheet. The seven-year recapture period on the USBCDC Investment Fund 156 will end on December 24, 2022, and therefore, the corresponding $17.7 million USBCDC capital contribution was reclassified to accrued expenses and other payables in the Company's consolidated balance sheet as of August 31, 2022. Direct costs incurred in structuring the transactions were deferred and are recognized as expense over each Exercise Period. Incremental costs to maintain the structures during the compliance periods are recognized as incurred. |
DERIVATIVES
DERIVATIVES | 12 Months Ended |
Aug. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | NOTE 11. DERIVATIVES The Company's global operations and product lines expose it to risks from fluctuations in metal commodity prices, foreign currency exchange rates, interest rates and natural gas, electricity and other energy prices. One objective of the Company's risk management program is to mitigate these risks using derivative instruments. The Company enters into (i) metal commodity futures and forward contracts to mitigate the risk of unanticipated changes in net earnings due to price volatility in these commodities, (ii) foreign currency forward contracts that match the expected settlements for purchases and sales denominated in foreign currencies and (iii) natural gas and electricity commodity derivatives to mitigate the risk related to price volatility of these commodities. The Company considers the total notional value of its futures and forward contracts as the best measure of the volume of derivative transactions. At August 31, 2022, the notional values of the Company's foreign currency and commodity contract commitments were $253.5 million and $205.1 million, respectively. At August 31, 2021, the notional values of the Company's foreign currency contract commitments and its commodity contract commitments were $389.5 million and $213.4 million, respectively. The following table provides information regarding the Company's commodity contract commitments as of August 31, 2022: Commodity Long/Short Total Aluminum Long 3,700 MT Aluminum Short 1,700 MT Copper Long 635 MT Copper Short 9,310 MT Electricity Long 1,676,000 MW(h) Natural Gas Long 4,850,300 MMBtu __________________________________ MT = Metric Ton MW(h) = Megawatt hour MMBtu = Metric Million British thermal unit The Company designates only those contracts which closely match the terms of the underlying transaction as hedges for accounting purposes. Certain foreign currency and commodity contracts were not designated as hedges for accounting purposes, although management believes they are essential economic hedges. The following tables summarize activities related to the Company's derivative instruments and hedged items recognized in the consolidated statements of earnings. All other activity related to the Company's derivative instruments and hedged items was immaterial for the periods presented. Year Ended August 31, Gain (Loss) on Derivatives Not Designated as Hedging Instruments (in thousands) Primary Location 2022 2021 2020 Commodity Cost of goods sold $ 15,862 $ (18,035) $ (5,963) Foreign exchange SG&A expenses (6,547) (3,674) 220 Year Ended August 31, Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Accumulated Other Comprehensive Loss (in thousands) 2022 2021 2020 Commodity $ 138,534 $ 35,392 $ (12,136) |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Aug. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | NOTE 12. FAIR VALUE The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. See Note 1, Nature of Operations and Summary of Significant Accounting Policies, for definitions of the three levels within the hierarchy. 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) August 31, 2022 Quoted Prices in Significant Other Significant Assets: Investment deposit accounts (1) $ 572,384 $ 572,384 $ — $ — Commodity derivative assets (2) 160,847 17,347 — 143,500 Foreign exchange derivative assets (2) 1,296 — 1,296 — Liabilities: Commodity derivative liabilities (2) 1,260 1,260 — — Foreign exchange derivative liabilities (2) 3,126 — 3,126 — Fair Value Measurements at Reporting Date Using (in thousands) August 31, 2021 Quoted Prices in Significant Other Significant Assets: Investment deposit accounts (1) $ 441,297 $ 441,297 $ — $ — Commodity derivative assets (2) 27,323 910 — 26,413 Foreign exchange derivative assets (2) 2,537 — 2,537 — Liabilities: Commodity derivative liabilities (2) 1,352 1,352 — — Foreign exchange derivative liabilities (2) 1,880 — 1,880 — __________________________________ (1) Investment deposit accounts are short-term in nature, and the value is determined by principal plus interest. The investment portfolio mix can change each period based on the Company's assessment of investment options. (2) Derivative assets and liabilities classified as Level 1 are commodity futures contracts valued based on quoted market prices in the London Metal Exchange or the 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 11, 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 during 2022 and 2021: Floating Rate (PLN) Year Ended August 31, Low High Average 2022 460.11 1,298.53 717.22 2021 240.09 374.92 286.06 Below is a reconciliation of the beginning and ending balances of the Level 3 commodity derivative recognized in the 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 gains and losses in other comprehensive income ("OCI") in 2022, 2021 and 2020. (in thousands) Level 3 Commodity Derivative Balance at September 1, 2019 $ — New commodity contract 1,083 Unrealized holding loss (1) (16,090) Reclassification for loss included in net earnings (2) — Balance at August 31, 2020 (15,007) Unrealized holding gain (1) 43,798 Reclassification for gain included in net earnings (2) (2,378) Balance at August 31, 2021 26,413 Unrealized holding gain (1) 138,760 Reclassification for gain included in net earnings (2) (21,673) Balance at August 31, 2022 $ 143,500 __________________________________ (1) Unrealized holding gains/(losses), net of foreign currency translation, less amounts reclassified are included in OCI in the consolidated statements of comprehensive income. (2) (Gains)/losses included in net earnings are recorded in cost of goods sold in the consolidated statements of earnings. There were no material non-recurring fair value remeasurements in 2022 or 2021. 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 in the consolidated balance sheets were as follows: August 31, 2022 August 31, 2021 (in thousands) Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value 2032 Notes (1) Level 2 $ 300,000 $ 256,488 $ — $ — 2031 Notes (1) Level 2 300,000 $ 249,888 300,000 306,279 2030 Notes (1) Level 2 300,000 263,372 — — 2027 Notes (1) Level 2 — — 300,000 316,839 2023 Notes (1) Level 2 330,000 330,182 330,000 348,071 Series 2022 Bonds, due 2047 (1) Level 2 145,060 126,652 — — Poland Term Loan (2) Level 2 32,439 32,439 49,726 49,726 Short-term borrowings (2) Level 2 26,390 26,390 26,560 26,560 __________________________________ (1) The fair value of the notes and the Series 2022 Bonds were determined based on indicated market values. (2) The Poland Term Loan and short-term borrowings contain variable interest rates and carrying value approximates fair value. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Aug. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 13. INCOME TAX The components of earnings from continuing operations before income taxes were as follows: Year Ended August 31, (in thousands) 2022 2021 2020 United States $ 1,197,769 $ 413,616 $ 334,170 Foreign 317,378 120,402 36,608 Total $ 1,515,147 $ 534,018 $ 370,778 The income taxes (benefit) included in the consolidated statements of earnings were as follows: Year Ended August 31, (in thousands) 2022 2021 2020 Current: United States $ 122,334 $ 113,696 $ 26,901 Foreign 63,912 25,642 7,588 State and local 20,228 19,458 7,133 Current taxes 206,474 158,796 41,622 Deferred: United States 81,162 (10,563) 45,771 Foreign (3,388) (2,512) (43) State and local 13,637 (24,568) 5,832 Deferred taxes 91,411 (37,643) 51,560 Total income taxes on income 297,885 121,153 93,182 Income taxes on discontinued operations — — 706 Income taxes on continuing operations $ 297,885 $ 121,153 $ 92,476 A reconciliation of the federal statutory rate to the Company's effective income tax rate from continuing operations, including material items impacting the effective income tax rate, is as follows: Year Ended August 31, (in thousands) 2022 2021 2020 Income tax expense at statutory rate $ 318,181 $ 112,144 $ 77,863 Change in valuation allowance (447) 37,092 968 Foreign tax impairment on valuation of subsidiaries (1) — (29,866) 5,084 Global intangible low-taxed income (2) 685 17,263 1,252 Nontaxable foreign interest (1) 3 (14,617) 8 State and local taxes (3)(4) 26,753 (3,838) 9,895 Capital loss (5) (34,736) — — Research and development credit (4) (13,102) (1,289) (563) Other 548 4,264 (2,031) Income tax expense on continuing operations $ 297,885 $ 121,153 $ 92,476 Effective income tax rate from continuing operations 19.7 % 22.7 % 24.9 % __________________________________ (1) Fully offset by a valuation allowance. (2) 2021 includes the tax effect of a gain recognized in connection with a global tax restructuring. (3) State and local taxes in 2021 includes a $19.9 million benefit related to the release of certain state valuation allowances. (4) 2022 includes the impact of uncertain tax positions. (5) Resulted from a tax restructuring transaction. The Company plans to repatriate the current and future earnings from material jurisdictions within the Europe segment and recorded an immaterial amount of tax expense related to such future distributions. The Company considers all undistributed earnings of its non-U.S. subsidiaries prior to August 31, 2019 to be indefinitely reinvested and has not recorded deferred tax liabilities on such earnings. The income tax effects of significant temporary differences giving rise to deferred tax assets and liabilities were as follows: August 31, (in thousands) 2022 2021 Deferred tax assets: Net operating losses and credits $ 300,787 $ 291,145 Deferred compensation and employee benefits 39,095 64,693 ROU operating lease liabilities 33,398 28,915 Reserves and other accrued expenses 11,730 13,846 Other 17,253 3,817 Total deferred tax assets 402,263 402,416 Valuation allowance for deferred tax assets (268,547) (278,099) Deferred tax assets, net 133,716 124,317 Deferred tax liabilities: Property, plant and equipment (261,638) (180,925) ROU operating lease assets (32,444) (26,950) Intangible assets (48,558) — Derivatives (27,324) (5,123) Other (14,054) (3,817) Total deferred tax liabilities (384,018) (216,815) Net deferred tax liabilities $ (250,302) $ (92,498) Net operating losses giving rise to deferred tax assets consist of $365.5 million of state net operating losses, $65.8 million of U.S. federal net operating losses and $922.4 million of foreign net operating losses that expire in varying amounts beginning in 2023 (with certain amounts having indefinite carryforward periods). These assets will be reduced as income tax expense is recognized in future periods. The Company maintains a valuation allowance to reduce certain deferred tax assets to amounts that are more likely than not to be realized. The Company's valuation allowances primarily relate to net operating loss and credit carryforwards in certain state and foreign jurisdictions for which utilization is uncertain. During 2022, the Company recorded a net $9.6 million decrease in valuation allowances, principally related to the dissolution of certain foreign subsidiaries. A reconciliation of the beginning and ending amounts of unrecognized income tax benefits is as follows: (in thousands) 2022 2021 2020 Balance at September 1, $ 5,531 $ 8,652 $ 8,652 Change for tax positions of current year 17,461 — — Change for tax positions of prior years 6,755 — — Reductions due to lapse of statute of limitations — (3,121) — Balance at August 31, (1) $ 29,747 $ 5,531 $ 8,652 __________________________________ (1) The full balance of unrecognized income tax benefits in each year, if recognized, would have impacted the Company’s effective income tax rate at the end of each respective year. Accrued interest and penalties related to uncertain tax positions were not material in any period presented. The Company files income tax returns in the U.S. and multiple foreign jurisdictions with varying statutes of limitations. In the normal course of business, the Company and its subsidiaries are subject to examination by various taxing authorities. The following is a summary of all fiscal years that are open to examination. U.S. Federal — 2019 and forward U.S. States — 2018 and forward Foreign — 2014 and forward |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS | 12 Months Ended |
Aug. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION PLANS | NOTE 14. STOCK-BASED COMPENSATION PLANS The Company's stock-based compensation plans provide for the issuance of incentive and nonqualified stock options, restricted stock awards and performance-based awards. The Compensation Committee of CMC's Board of Directors (the "Compensation Committee") approves all awards that are granted under the Company's stock-based compensation plans. Stock-based compensation expense for 2022, 2021 and 2020 of $47.0 million, $43.7 million and $31.9 million, respectively, was primarily included in selling, general and administrative expenses on the Company's consolidated statements of earnings. As of August 31, 2022, total unrecognized compensation cost related to unvested stock-based compensation arrangements was $15.6 million, which is expected to be recognized over a weighted average period of three years. The following table summarizes the total awards granted: Restricted Stock Performance 2022 grants 652,951 328,734 2021 grants 847,872 406,098 2020 grants 997,454 536,022 As of August 31, 2022, the Company had 4,575,646 shares of common stock available for future grants. Restricted Stock Units Restricted stock units issued under the Company's stock-based compensation plans may not be sold, transferred, pledged or assigned until service-based restrictions lapse. The restricted stock units generally vest and are converted to shares of the Company's common stock in three equal installments on each of the first three anniversaries of the date of grant. Generally, upon termination of employment, restricted stock units that have not vested are forfeited. Other than awards granted to certain executives, which continue to vest following qualifying retirement, a pro-rata portion of the unvested restricted stock awarded will vest and become payable upon death, disability or qualifying retirement. The estimated fair value of the restricted stock units is based on the closing price of the Company's common stock on the date of grant, discounted for the expected dividend yield through the vesting period. Compensation cost related to the restricted stock units is recognized ratably over the service period and is included in equity on the Company's consolidated balance sheets. Performance Stock Units Performance stock units issued under the Company's stock-based compensation plans may not be sold, transferred, pledged or assigned until service-based restrictions lapse and any performance objectives have been attained as established by the Compensation Committee. Recipients of these awards generally must be actively employed by and providing services to the Company on the last day of the performance period in order to receive an award payout. Other than awards granted to certain executives, which continue to vest following qualifying retirement, a pro-rata portion of the performance stock units will vest and become payable at the end of the performance period upon death, disability or qualifying retirement. Compensation cost for performance stock units is accrued based on the probable outcome of specified performance conditions, net of estimated forfeitures. The Company accrues compensation cost if it is probable that the performance conditions will be met. The Company reassesses the probability of meeting the specified performance conditions at the end of each reporting period and adjusts compensation cost, as necessary, based on the probability of achieving the performance conditions. If the performance conditions are not met at the end of the performance period, the Company reverses the related compensation cost. Performance targets established by the Compensation Committee for performance stock units awarded in 2022, 2021 and 2020 were weighted 75% based on the Company's cumulative EBITDA targets and positive return on invested capital for the fiscal year in which the awards were granted and the succeeding two fiscal years, as approved by CMC's Board of Directors in the respective year's business plan, and 25% based on a three-year relative total stockholder return metric. Performance stock units awarded will be settled in shares of the Company's common stock. Award payouts range from a threshold of 50% to a maximum of 200% for each portion of the target awards. The performance stock units awarded in 2022 and 2021 associated with the cumulative EBITDA targets have been classified as liability awards because the final EBITDA target will not be set until the third year of the performance period. Consequently, these awards were included in accrued expenses and other payables on the Company's consolidated balance sheets. The fair value of these performance stock units is remeasured each reporting period and is recognized ratably over the service period. The performance stock units associated with the total stockholder return metric were valued at fair value on the date of grant using the Monte Carlo pricing model and were included in equity on the Company's consolidated balance sheets. Information for restricted stock units and performance stock units is as follows: Number Weighted Average Outstanding as of September 1, 2019 2,279,568 $ 15.99 Granted 1,529,212 18.32 Vested (1,417,552) 18.80 Forfeited (145,591) 21.35 Outstanding as of August 31, 2020 2,245,637 18.79 Granted 1,519,153 20.49 Vested (1,451,846) 17.62 Forfeited (122,149) 20.19 Outstanding as of August 31, 2021 2,190,795 20.67 Granted 1,466,628 28.16 Vested (1,617,943) 18.84 Forfeited (45,850) 23.57 Outstanding as of August 31, 2022 1,993,630 $ 27.59 The total fair value of shares vested during 2022, 2021 and 2020 was $30.5 million, $25.6 million and $26.7 million, respectively. The Company granted 261,275 and 323,880 equivalent shares of restricted stock units and performance stock units accounted for as liability awards during 2022 and 2021, respectively. As of August 31, 2022, the Company had 591,483 equivalent shares of awards outstanding and expects 561,908 equivalent shares to vest. Stock Purchase Plan Almost all U.S. resident employees may participate in the Company's employee stock purchase plan. Each eligible employee may purchase up to 500 shares annually. The Board of Directors established a 15% purchase discount based on market prices on specified dates for 2022, 2021 and 2020. Yearly activity of the stock purchase plan was as follows: Year Ended August 31, 2022 2021 2020 Shares subscribed 279,370 347,510 347,870 Price per share $ 29.90 $ 17.14 $ 18.80 Shares purchased 313,790 292,690 365,990 Price per share $ 17.14 $ 18.80 $ 13.80 Shares available for future issuance 1,306,694 |
EMPLOYEES' RETIREMENT PLANS
EMPLOYEES' RETIREMENT PLANS | 12 Months Ended |
Aug. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEES' RETIREMENT PLANS | NOTE 15. EMPLOYEES' RETIREMENT PLANS Substantially all employees in the U.S. are covered by a defined contribution 401(k) retirement plan. The tax qualified defined contribution plan is maintained, and contributions are made, in accordance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Company also provides certain eligible executives benefits pursuant to its Benefit Restoration Plan ("BRP") equal to amounts that would have been available under the tax qualified ERISA plan, but were subject to the limitations of ERISA, tax laws and regulations. Company expenses for these plans, a portion of which are discretionary, totaled $34.0 million, $47.0 million and $37.3 million for 2022, 2021 and 2020, respectively, of which $7.2 million, $25.5 million and $15.9 million were recorded in selling, general and administrative expenses during 2022, 2021 and 2020, respectively, and the remainder was recorded in cost of goods sold in the Company's consolidated statements of earnings. The deferred compensation liability under the BRP was $43.1 million and $51.2 million at August 31, 2022 and 2021, respectively, of which $40.0 million and $45.4 million, respectively, was included in other noncurrent liabilities, and $3.1 million and $5.8 million, respectively, was included in accrued expenses and other payables on the Company's consolidated balance sheets. Though under no obligation to fund the BRP, the Company has segregated assets in a trust with a value of $57.9 million and $69.4 million at August 31, 2022 and 2021, respectively, and such assets were included in other noncurrent assets on the Company's consolidated balance sheets. The net holding loss on these segregated assets was $7.1 million in 2022, compared to a net holding gain of $10.1 million and $6.0 million in 2021 and 2020, respectively, and was included in net sales in the Company's consolidated statements of earnings. U.K. Pension Plan Following the acquisition of Tensar, the Company assumed the TGL Pension Plan in the United Kingdom (the "U.K.") ("U.K. Pension Plan"), a defined benefit pension plan. The U.K. Pension Plan provides retirement benefit payments for participating retired employees and their spouses, and was closed to new participants prior to the acquisition. Upon acquisition, the excess of projected U.K. Pension Plan assets over the U.K. Pension Plan benefit obligation was recognized as an asset on the Company's consolidated balance sheet and previously existing deferred actuarial gains and losses and unrecognized service costs or benefits were eliminated. The Company’s funding policy for the U.K. Pension Plan is to contribute annually the amount necessary to provide for benefits based on accrued service and meet at least the minimum contributions required by applicable regulations. U.S. Pension Plan In 2019, the Company acquired a partially funded defined benefit pension plan (the "U.S. Pension Plan"), which was closed to new participants prior to the acquisition. Pension benefits associated with the U.S. Pension Plan are generally based on each participant’s years of service, compensation and age at retirement or termination. The Company’s funding policy for the U.S. Pension Plan is to contribute annually the amount necessary to provide for benefits based on accrued service and meet at least the minimum contributions required by applicable regulations. As a result of the closure of the Rancho Cucamonga facility, the Company recorded pension curtailment loss and special termination benefits of $3.2 million in 2020. For further details, refer to Note 3, Changes in Business. The following tables include a reconciliation of the beginning and ending balances of pension benefit obligation and the fair value of plan assets resulting from the U.K. Pension Plan and the U.S. Pension Plan and the related amounts recognized in the Company’s consolidated balance sheets as of August 31, 2022 and 2021: U.K. Pension Plan U.S. Pension Plan (in thousands) 2022 2022 2021 Benefit obligation at beginning of year $ — $ 33,687 $ 36,130 Acquisition 68,966 — — Interest cost 635 709 724 Actuarial gain (11,107) (6,010) (1,557) Benefits paid (942) (1,818) (1,610) Foreign currency translation (5,510) — — Benefit obligation at end of year $ 52,042 $ 26,568 $ 33,687 Fair value of plan assets at beginning of year $ — $ 34,126 $ 29,201 Acquisition 83,586 — — Actual return on plan assets (15,718) (7,407) 4,042 Administrative expenses — (461) (52) Employer contributions 73 — 2,545 Benefits paid (942) (1,818) (1,610) Foreign currency translation (6,545) — — Fair value of plan assets at end of year $ 60,454 $ 24,440 $ 34,126 Funded status at end of year (net asset (liability) recognized in the consolidated balance sheets as of August 31,) $ 8,412 $ (2,128) $ 439 Amounts recognized in accumulated other comprehensive income as of August 31, Net actuarial (gain) loss $ 5,666 $ 2,278 $ (1,110) Weighted average assumptions used to determine benefit obligations are detailed below: U.K. Pension Plan U.S. Pension Plan 2022 2022 2021 Effective discount rate for benefit obligations 4.3 % 4.7 % 2.9 % Expected long-term rate of return on plan assets 4.0 % 4.7 % 4.8 % The pension accumulated benefit obligation represents the actuarial present value of benefits based on employee service and compensation as of the measurement date and does not include an assumption about future compensation levels. The service cost component of net periodic benefit cost is recorded in cost of goods sold within the consolidated statements of earnings and other components of net periodic benefit costs are recorded in selling, general and administrative expenses within the consolidated statements of earnings. Components of net periodic benefit cost and other supplemental information are detailed below: U.K. Pension Plan U.S. Pension Plan Year Ended August 31, (in thousands) 2022 2022 2021 2020 Service cost $ — $ — $ — $ 335 Expected administrative expenses — 50 290 450 Interest cost 635 709 724 892 Expected return on plan assets (1,067) (1,579) (1,493) (1,334) Special termination benefits — — — 1,918 Settlements, curtailments and other — — — 1,314 Total net periodic benefit (gain) cost $ (432) $ (820) $ (479) $ 3,575 Other changes in plan assets and benefit obligations recognized in other comprehensive income Net actuarial (gain) loss arising during measurement period $ 5,666 $ 3,388 $ (4,344) $ 3,642 Amortization of net actuarial gain — — — (3,232) Total (gain) loss recognized in other comprehensive income $ 5,666 $ 3,388 $ (4,344) $ 410 Weighted average assumptions used to determine net periodic benefit cost for 2022, 2021 and 2020 are detailed below: U.K Pension Plan U.S. Pension Plan 2022 2022 2021 2020 (1) Effective rate for interest on benefit obligations 2.9 % 2.2 % 2.1 % 2.8 % Effective rate for service cost N/A N/A N/A 3.3 % Expected long-term rate of return 4.0 % 5.0 % 5.0 % 6.0 % __________________________________ (1) Certain weighted average assumptions used to determine net periodic benefit cost for 2020 were remeasured at an interim date. This remeasurement resulted in an effective rate for interest on benefit obligations of 2.9% and an effective rate for service cost of 3.5%. The Company determines the discount rates used to measure liabilities as of the August 31 measurement date, which is also the date used for the related annual measurement assumptions. The discount rates reflect the current rate at which the associated liabilities could be effectively settled at the end of the year. For the U.K. Pension Plan, the Company sets its discount rate by reference to a corporate bond yield curve derived from AA rated U.K. corporate bonds. The single equivalent discount rate is derived as equivalent to applying the full yield curve approach to each future year's projected benefit cash flow. For the U.S. Pension Plan, the Company uses the full yield curve approach and sets its rates to reflect the yield of a portfolio of high-quality corporate bonds that would produce cash flows sufficient in timing and amount to settle projected future benefits. The expected return assumptions are based on the strategic asset allocation of each plan and long-term capital market return expectations. For the U.K. Pension Plan, the interest cost calculation is determined by applying the single equivalent discount rate to the discounted value of the year-by-year projected benefit payments. For the U.S. Pension Plan, the Company measures interest cost using the full yield curve approach. The interest cost calculation is determined by applying duration-specific spot rates to the year-by-year projected benefit payments. Neither the single equivalent discount rate nor the full yield curve approach affect the measurement of the total benefit obligations. The Company plans to make immaterial contributions to the U.K. Pension Plan and does not expect to make any contributions to the U.S. Pension Plan in 2023. Future contributions will depend on market conditions, interest rates and other factors. Plan Assets Plan assets consist primarily of public equity, corporate and government bonds. The principal investment objectives are to achieve, over the long term, a return on the plan assets which is consistent with the assumptions made by the plan actuaries in determining the funding of the plans, to ensure that sufficient liquid assets are available to meet benefit payments as they fall due and to consider the interest of the Company in relation to the size and volatility of the Company's contribution requirements. Each asset class has broadly diversified characteristics. Asset and benefit obligation forecasting studies are conducted periodically, generally every two to three years, or when significant changes have occurred in market conditions, benefits, participant demographics or funded status. The U.K. Pension Plan's weighted average target allocation ranges and actual allocations as a percentage of plan assets, including the notional exposure of future contracts by asset categories, are detailed below: Pension Assets Target Percent 2022 Fixed income securities 70.0% to 75.0% 71.4% Equity securities 10.0 to 15.0 12.4 Cash and other 15.0 to 20.0 16.2 Total 100% The U.S. Pension Plan's weighted average target and actual allocations as a percentage of plan assets, including the notional exposure of future contracts by asset categories, are detailed below: Pension Assets Target Percent 2022 2021 Fixed income securities 95.0% to 100.0% 98.0% 64.1% Equity securities — to — — 34.1 Cash and other — to 5.0 2.0 1.8 Total 100.0% 100.0% Investment Valuation Investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability at the measurement date. Investments in equity securities traded on a national securities exchange are valued at the last reported sales price on the final business day of the year. Fixed income securities are valued at the yields currently available on comparable securities of issues with similar credit ratings. Purchases and sales of securities are recorded as of the trade date. Realized gains and losses on sales of securities are determined based on average cost. Interest income is recognized on the accrual basis. Dividend income is recognized on the ex-dividend date. Non-interest bearing cash is valued at cost, which approximates fair value. Fair Value Measurements The following table sets forth the plan assets by asset class for the U.K. Pension Plan as of August 31, 2022. Level 1 assets consist of cash and cash equivalents. Level 2 assets include funds invested in bonds and fixed income securities. Level 3 assets consist primarily of Secured Finance and Multistrategy Funds that invest in debt, loan and structured financial instruments in both public and private secured finance markets. The changes in Level 3 assets related to actual return on plan assets, purchases, sales, settlements and transfers were immaterial from the Acquisition Date to August 31, 2022. Fair Value at Measurement Date Using (in thousands) August 31, 2022 Quoted Prices in Significant Other Significant Fixed income securities $ 43,160 $ — $ 35,849 $ 7,311 Equity securities 7,514 — 7,514 — Cash and other 9,780 530 7,676 1,574 Fair value of U.K. Pension Plan assets $ 60,454 The following table sets forth the plan assets by asset class for the U.S. Pension Plan as of August 31, 2022 and 2021. All securities are traded on a national securities exchange and therefore are Level 1 assets in the fair value hierarchy. Fair Value at Measurement Date (in thousands) August 31, 2022 August 31, 2021 Fixed income securities $ 23,958 $ 21,890 Equity securities — 11,641 Cash and other 482 595 Fair value of U.S. Pension Plan assets $ 24,440 $ 34,126 Future Pension Benefit Payments The following table provides the estimated aggregate pension benefit payments that are payable from the U.K Pension Plan and the U.S. Pension Plan to participants in future years: (in thousands) U.K. Pension Plan U.S. Pension Plan 2023 $ 2,601 $ 1,820 2024 2,670 1,796 2025 2,738 1,771 2026 2,809 1,744 2027 2,882 1,731 2028 through 2032 15,576 8,512 |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Aug. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 16. CAPITAL STOCK Treasury Stock In October 2021, CMC's Board of Directors authorized a new share repurchase program under which CMC may repurchase up to $350.0 million of shares of common stock. This 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 current share repurchase program does not require the Company to acquire any dollar amount or number of shares of common stock and may be modified, suspended, extended or terminated at any time without prior notice. During 2021 and 2020, the Company did not purchase any shares of common stock. During 2022, the Company repurchased 4,496,628 shares of CMC common stock at an average purchase price of $36.00 per share. CMC had remaining authorization to purchase $188.1 million of common stock at August 31, 2022. Preferred Stock The Company has 2,000,000 shares of preferred stock, par value of $1.00 per share, authorized. The Company may issue preferred stock in series, and the shares of each series may have such rights and preferences as are fixed by the Board of Directors when authorizing the issuance of that particular series. There are no shares of preferred stock outstanding. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Aug. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 17. EARNINGS PER SHARE Basic earnings per share ("EPS") is computed based on the weighted average shares of common stock outstanding during the period. Restricted stock is included in the number of shares of common stock issued and outstanding, but omitted from the basic EPS calculation until the shares vest. Diluted EPS is computed based on the weighted average shares of common stock plus the effect of dilutive securities outstanding during the period using the treasury stock method. The effect of dilutive securities includes the impact of outstanding stock-based incentive awards and shares purchased by employees through participation in the Company's employee stock purchase plan. The calculations of basic and diluted EPS from continuing operations were as follows: Year Ended August 31, (in thousands, except share and per share data) 2022 2021 2020 Net earnings from continuing operations $ 1,217,262 $ 412,865 $ 278,302 Average basic shares outstanding 120,648,090 120,338,357 118,921,854 Effect of dilutive securities 1,724,296 1,645,140 1,387,767 Average diluted shares outstanding 122,372,386 121,983,497 120,309,621 Earnings per share: Basic $ 10.09 $ 3.43 $ 2.34 Diluted $ 9.95 $ 3.38 $ 2.31 Anti-dilutive shares not included in the table above were immaterial for all periods presented. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Aug. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 18. COMMITMENTS AND CONTINGENCIES In the ordinary course of conducting its business, the Company becomes involved in litigation, administrative proceedings and governmental investigations, including environmental matters. At August 31, 2022 and 2021, the amounts accrued for cleanup and remediation costs at certain sites in response to statutes enforced by the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") were immaterial. Total accrued environmental liabilities, including CERCLA sites, were $5.3 million and $7.1 million as of August 31, 2022 and 2021, respectively, of which $2.0 million and $2.3 million were classified as other noncurrent liabilities as of August 31, 2022 and 2021, respectively. These amounts have not been discounted to their present values. Due to evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors, amounts accrued could vary significantly from amounts paid. |
ACCRUED EXPENSES AND OTHER PAYA
ACCRUED EXPENSES AND OTHER PAYABLES | 12 Months Ended |
Aug. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER PAYABLES | NOTE 19. ACCRUED EXPENSES AND OTHER PAYABLES Significant accrued expenses and other payables were as follows: Year Ended August 31, (in thousands) 2022 2021 Salaries and incentive compensation $ 187,586 $ 166,332 Taxes other than income taxes 72,874 57,548 Worker's compensation and general liability insurance 40,529 38,618 Utilities 28,063 22,139 |
OPERATING SEGMENTS
OPERATING SEGMENTS | 12 Months Ended |
Aug. 31, 2022 | |
Segment Reporting [Abstract] | |
OPERATING SEGMENTS | NOTE 20. OPERATING SEGMENTS The Company's operating segments engage in business activities from which they may earn revenues and incur expenses and for which discrete financial information is available. Operating results for the operating segments are regularly reviewed by the Company's Chief Operating Decision Maker ("CODM") to manage the business, make decisions about resources to be allocated to the segments and to assess performance. The Company's CODM is identified as the President and Chief Executive Officer, the Senior Vice President and Chief Financial Officer and the Senior Vice President Operations. The Company structures its business into the following two reportable segments: North America and Europe. See Note 1, Nature of Operations and Summary of Significant Accounting Policies, for more information about the reportable segments, including the types of products and services from which each reportable segment derives its net sales. Corporate and Other contains earnings or losses on assets and liabilities related to the Company's BRP assets and short-term investments, expenses of the Company's corporate headquarters, interest expense related to its long-term debt and intercompany eliminations. Certain corporate administrative expenses are allocated to the segments based upon the nature of the expense. The CODM uses adjusted EBITDA to evaluate segment performance and allocate resources. Adjusted EBITDA is the sum of the Company's earnings from continuing operations before interest expense, income taxes, depreciation and amortization expense and impairment expense. The following table summarizes certain financial information from continuing operations by reportable segment and Corporate and Other: (in thousands) North America Europe Corporate and Other Total 2022 Net sales $ 7,298,632 $ 1,621,642 $ (6,793) $ 8,913,481 Adjusted EBITDA 1,553,858 346,051 (154,103) 1,745,806 Interest expense (1) 26,798 3,819 20,092 50,709 Capital expenditures 415,157 27,783 7,048 449,988 Depreciation and amortization 135,322 31,250 8,452 175,024 Asset impairments 4,915 11 — 4,926 Total assets 4,467,314 1,056,101 713,612 6,237,027 2021 Net sales $ 5,670,976 $ 1,049,059 $ 9,725 $ 6,729,760 Adjusted EBITDA 746,594 148,258 (140,568) 754,284 Interest expense (1) 25,131 476 26,297 51,904 Capital expenditures 134,932 44,002 5,231 184,165 Depreciation and amortization 132,192 27,516 7,905 167,613 Asset impairments 6,360 424 — 6,784 Total assets 3,221,465 729,766 687,440 4,638,671 2020 Net sales $ 4,769,933 $ 699,140 $ 7,413 $ 5,476,486 Adjusted EBITDA 661,176 62,007 (146,575) 576,608 Interest expense (1) 48,413 982 12,442 61,837 Capital expenditures 127,982 48,895 10,741 187,618 Depreciation and amortization 132,492 25,674 7,583 165,749 Asset impairments 7,606 5 — 7,611 Total assets (2) 2,862,805 532,850 686,073 4,081,728 __________________________________ (1) Includes intercompany interest expense in the segments, which is eliminated within Corporate and Other. (2) Total assets listed in Corporate and Other at 2020 include assets from discontinued operations. The following table presents a reconciliation of earnings from continuing operations to adjusted EBITDA: Year Ended August 31, (in thousands) 2022 2021 2020 Net earnings from continuing operations $ 1,217,262 $ 412,865 $ 278,302 Interest expense 50,709 51,904 61,837 Income taxes 297,885 121,153 92,476 Depreciation and amortization 175,024 167,613 165,749 Asset impairments 4,926 6,784 7,611 Amortization of acquired unfavorable contract backlog — (6,035) (29,367) Adjusted EBITDA $ 1,745,806 $ 754,284 $ 576,608 The following tables display revenue by reportable segment and Corporate and Other from external customers, disaggregated by major product. Construction-related solutions represents sales of Tensar's ground stabilization and soil reinforcement solutions and sales from our Construction Services business, which sells and rents construction-related products and equipment to concrete installers and other companies in the construction industry: Year Ended August 31, 2022 (in thousands) North America Europe Corporate and Other Total Major product: Raw materials $ 1,504,107 $ 25,259 $ — $ 1,529,366 Steel products 2,955,121 1,235,691 — 4,190,812 Downstream products 2,245,734 292,136 — 2,537,870 Construction-related solutions 453,517 27,279 — 480,796 Other 138,164 39,206 (2,733) 174,637 Net sales from external customers 7,296,643 1,619,571 (2,733) 8,913,481 Intersegment net sales, eliminated on consolidation 1,989 2,071 (4,060) — Net sales $ 7,298,632 $ 1,621,642 $ (6,793) $ 8,913,481 Year Ended August 31, 2021 (in thousands) North America Europe Corporate and Other Total Major product: Raw materials $ 1,162,997 $ 19,841 $ — $ 1,182,838 Steel products 2,289,975 808,662 — 3,098,637 Downstream products 1,814,192 192,175 — 2,006,367 Construction-related solutions 289,644 — — 289,644 Other 114,168 26,567 11,539 152,274 Net sales from external customers 5,670,976 1,047,245 11,539 6,729,760 Intersegment net sales, eliminated on consolidation — 1,814 (1,814) — Net sales $ 5,670,976 $ 1,049,059 $ 9,725 $ 6,729,760 Year ended August 31, 2020 (in thousands) North America Europe Corporate and Other Total Major product: Raw materials $ 718,513 $ 9,692 $ — $ 728,205 Steel products 1,738,556 547,047 — 2,285,603 Downstream products 1,943,126 119,232 — 2,062,358 Construction-related solutions 275,815 — — 275,815 Other 93,923 21,660 8,922 124,505 Net sales from external customers 4,769,933 697,631 8,922 5,476,486 Intersegment net sales, eliminated on consolidation — 1,509 (1,509) — Net sales $ 4,769,933 $ 699,140 $ 7,413 $ 5,476,486 The following table presents net sales by geographic area: Year Ended August 31, (in thousands) 2022 2021 2020 Geographic area: United States $ 6,793,023 $ 5,295,447 $ 4,562,351 Poland 1,078,986 793,075 549,983 China 246,679 156,101 76,909 Other 794,793 485,137 287,243 Net sales $ 8,913,481 $ 6,729,760 $ 5,476,486 The following table presents long-lived assets, net of accumulated depreciation and amortization, by geographic area: August 31, (in thousands) 2022 2021 2020 Geographic area: United States $ 1,858,269 $ 1,473,745 $ 1,483,127 Poland 180,350 225,582 225,166 Other 35,199 23 51 Total long-lived assets, net $ 2,073,818 $ 1,699,350 $ 1,708,344 |
SCHEDULE II _ VALUATION AND QUA
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | 12 Months Ended |
Aug. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS Additions Deductions Description (in thousands) Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts (1) Charged to Costs and Expenses Charged to Other Accounts (2) Balance at End of Period Year Ended August 31, 2022 Allowance for doubtful accounts $ 5,553 $ 300 $ 193 $ — $ (1,056) $ 4,990 Deferred tax valuation allowance 278,099 3,328 — (12,880) — 268,547 Year Ended August 31, 2021 Allowance for doubtful accounts $ 9,597 $ (1,429) $ 138 $ — $ (2,753) $ 5,553 Deferred tax valuation allowance 281,849 20,058 — (23,808) — 278,099 Year Ended August 31, 2020 Allowance for doubtful accounts $ 8,403 $ 1,079 $ 2,220 $ — $ (2,105) $ 9,597 Deferred tax valuation allowance 283,560 4,733 — (6,444) — 281,849 __________________________________ (1) Recoveries and translation adjustments. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 21. SUBSEQUENT EVENT On September 15, 2022, the Company completed the purchase of Advanced Steel Recovery, LLC ("ASR"), a supplier of recycled ferrous metals located in Southern California, for a cash purchase price of approximately $48 million, net of cash acquired. ASR's primary operations include processing and brokering capabilities that source material for sale into both the domestic and export markets. ASR handles approximately 300,000 tons of scrap annually across its processing, industrial collection and brokerage platforms. The ASR acquisition is not material to the Company's 2022 financial position or results of operations, and therefore, pro forma operating results and other disclosures for the acquisition are not presented. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2022 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned and majority owned subsidiaries and certain variable interest entities ("VIEs") for which the Company is the primary beneficiary. Intercompany account balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the Company's consolidated financial statements in accordance with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of net sales and expenses during the reporting period. Significant items subject to such estimates and assumptions include revenue recognition, income taxes, carrying value of inventory, acquisitions, goodwill, long-lived assets, derivative instruments and contingencies. Actual results could differ significantly from these estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Revenue Recognition | Revenue Recognition and Allowance for Doubtful Accounts Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration received or expected to be received in exchange for those goods or services. The Company's performance obligations arise from (i) sales of raw materials, steel products, downstream products and construction-related solutions and (ii) installation services performed by its fabrication operations. The shipment of products to customers is considered a fulfillment activity and amounts billed to customers for shipping and freight are included in net sales, and the related costs are included in cost of goods sold. Net sales are presented net of taxes. R evenue related to raw materials, steel products and construction-related solutions in the North America and Europe segments and downstream products in the Europe segment is recognized at a point in time concurrent with the transfer of control, which usually occurs, depending on shipping terms, upon shipment or customer receipt. Revenue related to steel fence posts and other downstream products in the North America segment not discussed below is recognized equal to billing under an available practical expedient. Each fabricated rebar contract sold by the North America segment represents a single performance obligation and revenue is recognized over time. For contracts where the Company provides fabricated rebar and installation services, revenue is recognized over time using an input measure of progress based on contract costs incurred to date compared to total estimated contract costs ("input measure"). This input measure provides a reasonable depiction of the Company’s progress towards satisfaction of the performance obligation as there is a direct relationship between costs incurred by the Company and the transfer of the fabricated rebar and installation services. Revenue from fabricated rebar contracts where the Company does not provide installation services is recognized over time using an output measure of progress based on tons shipped compared to total estimated tons ("output measure"). This output measure provides a reasonable depiction of the transfer of contract value to the customer, as there is a direct relationship between the units shipped by the Company and the transfer of the fabricated rebar. If total estimated costs on any contract are greater than the net contract revenues, the Company recognizes the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues, costs to complete or total planned quantity is recorded in the period in which such revisions are identified. The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an asset when revenue is recognized prior to invoicing and a liability when revenue is recognized subsequent to invoicing. Payment terms and conditions vary by contract type, although the Company generally requires customers to pay 30 days after the Company satisfies the performance obligations. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined the contracts do not include a significant financing component. The Company maintains an allowance for doubtful accounts 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. The Company reviews and sets credit limits for each customer. The Europe segment uses credit insurance to ensure payment in accordance with the terms of sale. Generally, collateral is not required. Approximately 16% and 17% of total receivables at August 31, 2022 and 2021, respectively, were secured by credit insurance. |
Allowance for Doubtful Accounts | Revenue Recognition and Allowance for Doubtful Accounts Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration received or expected to be received in exchange for those goods or services. The Company's performance obligations arise from (i) sales of raw materials, steel products, downstream products and construction-related solutions and (ii) installation services performed by its fabrication operations. The shipment of products to customers is considered a fulfillment activity and amounts billed to customers for shipping and freight are included in net sales, and the related costs are included in cost of goods sold. Net sales are presented net of taxes. R evenue related to raw materials, steel products and construction-related solutions in the North America and Europe segments and downstream products in the Europe segment is recognized at a point in time concurrent with the transfer of control, which usually occurs, depending on shipping terms, upon shipment or customer receipt. Revenue related to steel fence posts and other downstream products in the North America segment not discussed below is recognized equal to billing under an available practical expedient. Each fabricated rebar contract sold by the North America segment represents a single performance obligation and revenue is recognized over time. For contracts where the Company provides fabricated rebar and installation services, revenue is recognized over time using an input measure of progress based on contract costs incurred to date compared to total estimated contract costs ("input measure"). This input measure provides a reasonable depiction of the Company’s progress towards satisfaction of the performance obligation as there is a direct relationship between costs incurred by the Company and the transfer of the fabricated rebar and installation services. Revenue from fabricated rebar contracts where the Company does not provide installation services is recognized over time using an output measure of progress based on tons shipped compared to total estimated tons ("output measure"). This output measure provides a reasonable depiction of the transfer of contract value to the customer, as there is a direct relationship between the units shipped by the Company and the transfer of the fabricated rebar. If total estimated costs on any contract are greater than the net contract revenues, the Company recognizes the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues, costs to complete or total planned quantity is recorded in the period in which such revisions are identified. The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an asset when revenue is recognized prior to invoicing and a liability when revenue is recognized subsequent to invoicing. Payment terms and conditions vary by contract type, although the Company generally requires customers to pay 30 days after the Company satisfies the performance obligations. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined the contracts do not include a significant financing component. The Company maintains an allowance for doubtful accounts 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. The Company reviews and sets credit limits for each customer. The Europe segment uses credit insurance to ensure payment in accordance with the terms of sale. Generally, collateral is not required. Approximately 16% and 17% of total receivables at August 31, 2022 and 2021, respectively, were secured by credit insurance. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by the weighted average cost method. Elements of cost in finished goods inventory in addition to the cost of material include depreciation, utilities, consumable production inputs, maintenance, production, wages and transportation costs. Additionally, the costs of departments that support production, including materials management and quality control, are allocated to inventory. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Maintenance is expensed as incurred. Leasehold improvements are amortized over the shorter of their estimated useful lives or the lease term. Depreciation and amortization are recorded on a straight-line basis over the following estimated useful lives: Buildings 7 to 40 years Land improvements 3 to 25 years Leasehold improvements 3 to 15 years Equipment 3 to 25 years The Company evaluates impairment of its property, plant and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For each asset or group of assets held for use with indicators of impairment, the Company compares the sum of the estimated future cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds estimated undiscounted future cash flows, the excess of the net carrying value over estimated fair value is charged to impairment loss. Properties held for sale are reported at the lower of their carrying amount or their estimated sales price, less estimated costs to sell. |
Leases | Leases The Company's leases are primarily for real property and equipment. The Company determines if an arrangement is a lease at inception of a contract if the terms state the Company has the right to direct the use of, and obtain substantially all the economic benefits from, a specific asset identified in the contract. The right-of-use ("ROU") assets represent the Company's right to use the underlying assets for the lease term, and the lease liabilities represent the obligation to make lease payments arising from the leases. The Company records its ROU assets in other noncurrent assets, its current lease liabilities in accrued expenses and other payables and its noncurrent lease liabilities in other noncurrent liabilities. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments to be made over the lease term. Certain of the Company's lease agreements contain options to extend the lease. The Company evaluates these options on a lease-by-lease basis, and if the Company determines it is reasonably certain to be exercised, the lease term includes the extension. The Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments, and lease expense is recognized on a straight-line basis over the lease term. The incremental borrowing rate is the rate of interest the Company could borrow on a collateralized basis over a similar term with similar payments. The Company does not record leases with an initial term of twelve months or less (“short-term leases”). Certain of the Company's lease agreements include payments for certain variable costs not determinable upon lease commencement, including mileage, utilities, fuel and inflation adjustments. These variable lease payments are recognized in cost of goods sold and selling, general and administrative expenses, but are not included in the ROU asset or lease liability balances. The Company's lease agreements do not contain any material residual value guarantees, restrictions or covenants. |
Government Assistance | Government Assistance Government assistance, including non-monetary grants, herein collectively referred to as grants, are not recognized until there is reasonable assurance that the Company will comply with the conditions of the grant and the Company will receive the grant. Generally, government grants fall into two categories: grants related to assets and grants related to income. Grants related to assets are government grants for the purchase, construction or other acquisition of long-lived assets. The Company accounts for grants related to assets as deferred income with the offset to an asset account, such as fixed assets, on the consolidated balance sheets. Non-monetary grants are recognized at fair value. The Company recognizes the deferred income on grants related to depreciable assets in profit or loss on a systematic basis over the useful life of the asset, which, consistent with the Company's fixed assets policy, is straight-line. The period over which grants are recognized depends on the terms of the agreement. Grants related to specific expenses already incurred are recognized in profit or loss in the period in which the grant becomes receivable. Grants related to non-depreciable assets may require the fulfillment of certain obligations. In such cases, these grants are recognized in profit or loss over the periods that bear the cost of meeting the obligations. Grants related to income are any grants that are not considered grants related to assets, such as grants to compensate for certain expenses. Grants related to income are recognized as a reduction in the related expense in the period that the recognition criteria are met. See Note 10, New Markets Tax Credit Transactions. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill and other indefinite lived intangible assets are tested for impairment annually as of the first day of the Company's fourth quarter, or more frequently if events or circumstances indicate that impairment may be possible. To evaluate goodwill and other indefinite lived intangible assets for impairment, the Company may use qualitative assessments to determine whether it is more likely than not that the fair value of a reporting unit, including goodwill, or an indefinite lived intangible asset is less than its carrying amount. The qualitative assessments consider multiple factors, including the current operating environment, historical and future financial performance and industry and market conditions. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may elect to bypass the qualitative assessment and instead perform a quantitative impairment test to calculate the fair value of the reporting unit in comparison to its associated carrying value. The Company's reporting units represent an operating segment or one level below an operating segment. The Company estimates the fair value of its reporting units using a weighting of fair values derived from the income and market approaches. Under the income approach, the Company determines the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into account industry and market conditions. The discount rate is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the reporting unit. The market approach estimates fair value based on market multiples of earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is indicated in the amount that the carrying value exceeds the fair value of the reporting unit, not to exceed the goodwill value for the reporting unit. |
Contingencies | Contingencies The Company accrues for claims and litigation, including environmental investigation and remediation costs, when they are both probable and the amount can be reasonably estimated. Environmental costs are based upon estimates regarding the sites for which the Company will be responsible, the scope and cost of work to be performed at each site, the portion of costs that will be shared with other parties and the timing of remediation. Where timing and amounts cannot be reasonably determined, a range is estimated and the lower end of the range is recorded. |
Stock-Based Compensation | Stock-Based Compensation |
Income Taxes | Income Taxes CMC and its U.S. subsidiaries file a consolidated federal income tax return. Deferred income taxes are provided for temporary differences between financial statement and income tax bases of assets and liabilities. The principal differences are described in Note 13, Income Tax. Benefits from income tax credits are reflected currently in earnings. The Company records income tax positions based on a more likely than not threshold that the tax positions will be sustained on examination by the taxing authorities having full knowledge of all relevant information. The Company classifies interest and any statutory penalties recognized on a tax position as income tax expense. |
Foreign Currencies | Foreign Currencies The functional currency of the Company's Polish operations is the local currency, the Polish zloty ("PLN"). Translation adjustments are reported as a component of accumulated other comprehensive income or loss. Transactions denominated in currencies other than the functional currency related to continuing operations yielded a $9.6 million gain in 2022 |
Derivative Financial Instruments | Derivative Financial Instruments The Company recognizes derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as hedges are adjusted to fair value through net earnings. Changes in the fair value of derivatives that are designated as hedges are recognized depending on the nature of the hedge. In the case of fair value hedges, changes are recognized as an offset against the change in fair value of the hedged balance sheet item. When the derivative is designated as a cash flow hedge and is highly effective, changes are recognized in other comprehensive income. When a derivative instrument is sold, terminated, exercised or expires, the gain or loss is recorded in the consolidated statement of earnings for fair value hedges, and the cumulative unrealized gain or loss, which had been recognized in the statement of comprehensive income, is reclassified to the consolidated statement of earnings for cash flow hedges. Additionally, when hedged items are sold or extinguished, or the anticipated transaction being hedged is no longer expected to occur, the Company recognizes the gain or loss on the designated hedged financial instrument. |
Fair Value | Fair Value The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Level 1 represents unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 represents quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable, either directly or indirectly. Level 3 represents valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Recent Accounting Pronouncements | 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 after the effective date of this guidance. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Accounting Policies [Abstract] | |
Estimated useful lives for depreciation and amortization | Depreciation and amortization are recorded on a straight-line basis over the following estimated useful lives: Buildings 7 to 40 years Land improvements 3 to 25 years Leasehold improvements 3 to 15 years Equipment 3 to 25 years |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The table below presents the preliminary fair values and measurement period adjustments that were allocated to Tensar's assets and liabilities as of the Acquisition Date: (in thousands) Estimated Fair Value as of Acquisition Date Measurement Period Adjustments Estimated Fair Value Cash and cash equivalents $ 19,551 $ — $ 19,551 Accounts receivable 38,188 (447) 37,741 Inventories 38,810 652 39,462 Prepaid and other current assets 14,143 (1,615) 12,528 Defined benefit pension plan 14,620 — 14,620 Property, plant and equipment 88,541 (2,558) 85,983 Intangible assets 260,500 — 260,500 Goodwill 187,861 (1,056) 186,805 Other noncurrent assets 19,430 230 19,660 Accounts payable (12,468) 334 (12,134) Accrued expenses and other payables (23,307) (418) (23,725) Current maturities of long-term debt (3,277) — (3,277) Deferred income taxes (48,683) 3,628 (45,055) Other noncurrent liabilities (17,597) 1,250 (16,347) Long-term debt (4,312) — (4,312) Total assets acquired and liabilities assumed $ 572,000 $ — $ 572,000 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The acquired intangible assets consist of: (in thousands, except life in years) Life in Years Estimated Fair Value Developed technologies 1 to 11 $ 147,900 Trade names 8 to 9 or indefinite 57,000 Customer relationships 12 to 17 53,200 In-process research and development Indefinite 2,400 |
Schedule of Pro Forma Information | The following table summarizes the financial results of Tensar from the Acquisition Date through the end of fiscal 2022 that are included in the Company’s consolidated statement of earnings and consolidated statement of comprehensive income: (in thousands) From the Acquisition Date to August 31, 2022 Net sales $ 102,107 Earnings before income taxes 3,183 Year Ended August 31, (in thousands) 2022 2021 Pro forma net sales $ 9,064,322 $ 6,957,903 Pro forma net earnings 1,238,174 416,904 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) ("AOCI") was comprised of the following: (in thousands) Foreign Currency Translation Derivatives Defined Benefit Obligation Total AOCI Balance at September 1, 2019 $ (121,498) $ 1,106 $ (3,734) $ (124,126) Other comprehensive income (loss) before reclassifications 33,559 (14,983) (952) 17,624 Reclassification for (gain) loss (1) 6 (375) — (369) Income tax benefit — 2,918 189 3,107 Net other comprehensive income (loss) 33,565 (12,440) (763) 20,362 Balance at August 31, 2020 (87,933) (11,334) (4,497) (103,764) Other comprehensive income (loss) before reclassifications (17,747) 42,233 4,522 29,008 Reclassification for gain (1) — (2,826) — (2,826) Income tax expense — (6,292) (946) (7,238) Net other comprehensive income (loss) (17,747) 33,115 3,576 18,944 Balance at August 31, 2021 (105,680) 21,781 (921) (84,820) Other comprehensive income (loss) before reclassifications (140,217) 171,607 (8,457) 22,933 Reclassification for gain (1) — (27,511) — (27,511) Income tax (expense) benefit — (27,635) 2,582 (25,053) Net other comprehensive income (loss) (140,217) 116,461 (5,875) (29,631) Balance at August 31, 2022 $ (245,897) $ 138,242 $ (6,796) $ (114,451) __________________________________ (1) Reclassifications for gains and losses on derivatives included in net earnings are recorded in cost of goods sold in the consolidated statements of earnings. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Information about Assets and Liabilities from Contracts with Customers | The following table provides information about assets and liabilities from contracts with customers: August 31, (in thousands) 2022 2021 Contract assets (included in accounts receivable) $ 73,037 $ 64,168 Contract liabilities (included in accrued expenses and other payables) 27,567 23,948 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the carrying amount of goodwill | Goodwill by reportable segment is detailed in the following table: (in thousands) North America Europe Consolidated Goodwill, gross: Balance at September 1, 2020 $ 71,941 $ 2,579 $ 74,520 Acquisition — 1,909 1,909 Foreign currency translation — (98) (98) Balance at August 31, 2021 71,941 4,390 76,331 Acquisition 144,118 42,687 186,805 Foreign currency translation — (3,962) (3,962) Balance at August 31, 2022 216,059 43,115 259,174 Accumulated impairment: Balance at September 1, 2020 (10,036) (163) (10,199) Foreign currency translation — 5 5 Balance at August 31, 2021 (10,036) (158) (10,194) Foreign currency translation — 29 29 Balance at August 31, 2022 (10,036) (129) (10,165) Goodwill, net: Balance at September 1, 2020 61,905 2,416 64,321 Acquisition — 1,909 1,909 Foreign currency translation — (93) (93) Balance at August 31, 2021 61,905 4,232 66,137 Acquisition 144,118 42,687 186,805 Foreign currency translation — (3,933) (3,933) Balance at August 31, 2022 $ 206,023 $ 42,986 $ 249,009 |
Intangible assets subject to amortization | Other intangible assets subject to amortization are detailed in the following table: August 31, 2022 August 31, 2021 (in thousands) Weighted Average Useful Lives in Years Gross Accumulated Amortization Net Gross Accumulated Amortization Net Patents 5 to 7.5 $ 7,203 $ 4,596 $ 2,607 $ 7,203 $ 3,621 $ 3,582 Customer relationships 8 660 660 — 6,079 5,629 450 Perpetual lease rights 80 3,584 744 2,840 4,395 860 3,535 Non-compete agreements 5 to 7 3,050 1,135 1,915 3,050 778 2,272 Other 5 to 15 939 767 172 939 677 262 Due to acquisition of Tensar: Developed technologies 1 to 11 147,040 6,485 140,555 — — — Customer relationships 12 to 17 52,455 1,456 50,999 — — — Trade names 8 to 9 2,374 96 2,278 — — — Total $ 217,305 $ 15,939 $ 201,366 $ 21,666 $ 11,565 $ 10,101 The foreign currency translation adjustments related to the intangible assets subject to amortization were immaterial for all periods presented above. Amortization expense for intangible assets was $10.0 million in 2022, of which $6.4 million was recorded in cost of goods sold and $3.6 million was recorded in selling, general and administrative expenses in the consolidated statements of earnings. Amortization expense for intangible assets was $2.1 million in 2021 and 2020, all of which was recorded in selling, general and administrative expenses in the consolidated statements of earnings. Estimated amortization expense for the next five years is as follows: Year Ended August 31, (in thousands) 2023 $ 24,389 2024 23,590 2025 21,840 2026 20,622 2027 20,515 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Leases [Abstract] | |
Schedule of Balance Sheet Components of Leases | The following table presents the components of the total leased assets and lease liabilities and their classification in the Company's consolidated balance sheets: (in thousands) Classification in Consolidated Balance Sheets August 31, 2022 August 31, 2021 Assets: Operating assets Other noncurrent assets $ 138,937 $ 112,202 Finance assets Property, plant and equipment, net 63,702 55,308 Total leased assets $ 202,639 $ 167,510 Liabilities: Operating lease liabilities: Current Accrued expenses and other payables $ 31,792 $ 26,433 Long-term Other noncurrent liabilities 111,150 93,409 Total operating lease liabilities 142,942 119,842 Finance lease liabilities: Current Current maturities of long-term debt and short-term borrowings 19,340 16,040 Long-term Long-term debt 39,196 36,104 Total finance lease liabilities 58,536 52,144 Total lease liabilities $ 201,478 $ 171,986 |
Lease Cost | The components of lease cost were as follows: Year Ended August 31, (in thousands) 2022 2021 2020 Operating lease expense $ 35,111 $ 32,752 $ 35,611 Finance lease expense: Amortization of assets 13,302 13,050 11,445 Interest on lease liabilities 2,105 2,213 1,792 Total finance lease expense 15,407 15,263 13,237 Variable and short-term lease expense 20,856 20,096 17,020 Total lease expense $ 71,374 $ 68,111 $ 65,868 The weighted average remaining lease term and discount rate for operating and finance leases are presented in the following table: August 31, 2022 August 31, 2021 Weighted average remaining lease term (years): Operating leases 5.3 6.2 Finance leases 3.4 3.6 Weighted average discount rate: Operating leases 4.076 % 4.451 % Finance leases 4.125 % 4.079 % |
Cash Flow and Other Information Related to Leases | Cash flow and other information related to leases is included in the following table: Year Ended August 31, (in thousands) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 35,697 $ 31,686 $ 36,063 Operating cash outflows from finance leases 2,093 2,228 1,720 Financing cash outflows from finance leases 17,821 16,016 12,774 ROU assets obtained in exchange for lease obligations: Operating leases $ 59,035 $ 25,888 $ 43,642 Finance leases 24,333 18,006 26,573 |
Maturity of Operating Lease Liabilities | Future maturities of lease liabilities at August 31, 2022 are presented in the following table: (in thousands) Operating Leases Finance Leases 2023 $ 38,277 $ 21,311 2024 32,108 18,633 2025 26,343 12,583 2026 21,714 6,235 2027 14,019 3,090 Thereafter 27,616 672 Total lease payments 160,077 62,524 Less imputed interest (17,135) (3,988) Present value of lease liabilities $ 142,942 $ 58,536 As of August 31, 2022, the Company has additional leases that have not yet commenced, primarily for vehicles, with aggregate fixed payments over their terms of approximately $17.0 million. These leases will commence in 2023 and 2024 and have noncancellable terms of 4 to 7 years. |
Maturity of Finance Lease Liabilities | Future maturities of lease liabilities at August 31, 2022 are presented in the following table: (in thousands) Operating Leases Finance Leases 2023 $ 38,277 $ 21,311 2024 32,108 18,633 2025 26,343 12,583 2026 21,714 6,235 2027 14,019 3,090 Thereafter 27,616 672 Total lease payments 160,077 62,524 Less imputed interest (17,135) (3,988) Present value of lease liabilities $ 142,942 $ 58,536 As of August 31, 2022, the Company has additional leases that have not yet commenced, primarily for vehicles, with aggregate fixed payments over their terms of approximately $17.0 million. These leases will commence in 2023 and 2024 and have noncancellable terms of 4 to 7 years. |
CREDIT ARRANGEMENTS (Tables)
CREDIT ARRANGEMENTS (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term debt, including the deferred gain from the termination of the interest rate swaps | Long-term debt was as follows: Weighted Average Interest Rate as of August 31, 2022 Year Ended August 31, (in thousands) 2022 2021 2032 Notes 4.375% $ 300,000 $ — 2031 Notes 3.875% 300,000 300,000 2030 Notes 4.125% 300,000 — 2027 Notes 5.375% — 300,000 2023 Notes 4.875% 330,000 330,000 Series 2022 Bonds, due 2047 4.000% 145,060 — Poland Term Loan 8.530% 32,439 49,726 Short-term borrowings 7.260% 26,390 26,560 Other 4.560% 21,278 19,492 Finance leases 58,536 52,144 Total debt 1,513,703 1,077,922 Less unamortized debt issuance costs (16,496) (8,141) Plus unamortized bond premium 4,838 — Total amounts outstanding 1,502,045 1,069,781 Less current maturities of long-term debt and short-term borrowings (388,796) (54,366) Long-term debt $ 1,113,249 $ 1,015,415 |
Scheduled maturities of the Company's long-term debt | The scheduled maturities of the Company's long-term debt, excluding obligations related to finance leases, are included in the table below. See Note 8, Leases, for scheduled maturities of finance leases. Year Ended August 31, (in thousands) 2023 $ 369,819 2024 11,535 2025 9,288 2026 9,275 2027 3,653 Thereafter 1,051,597 Total long-term debt, excluding finance leases 1,455,167 Less debt issuance costs (16,496) Plus unamortized bond premium 4,838 Total long-term debt outstanding, excluding finance leases $ 1,443,509 |
NEW MARKETS TAX CREDIT TRANSA_2
NEW MARKETS TAX CREDIT TRANSACTIONS New Markets Tax Credit Transactions (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of New Markets Tax Credit Transactions | The following table summarizes the key terms and conditions for each of the three NMTC transactions ($ in millions): Project USBCDC Capital Contribution Commonwealth Loan Commonwealth Loan Rate / Maturity Investment Fund(s) QEI to CDE CDE Loan Micro mill $17.7 $35.3 1.08% / December 24, 2045 USBCDC Investment Fund 156, LLC $51.5 $50.7 Spooler 6.7 14.0 1.39% / July 26, 2042 Twain Investment Fund 249, LLC 20.0 19.4 T-post shop 5.0 10.4 1.16% / March 23, 2047 Twain Investment Fund 219, LLC Twain Investment Fund 222, LLC 15.0 14.7 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Commodity Contract Commitments | The following table provides information regarding the Company's commodity contract commitments as of August 31, 2022: Commodity Long/Short Total Aluminum Long 3,700 MT Aluminum Short 1,700 MT Copper Long 635 MT Copper Short 9,310 MT Electricity Long 1,676,000 MW(h) Natural Gas Long 4,850,300 MMBtu __________________________________ MT = Metric Ton MW(h) = Megawatt hour MMBtu = Metric Million British thermal unit The following tables summarize activities related to the Company's derivative instruments and hedged items recognized in the consolidated statements of earnings. All other activity related to the Company's derivative instruments and hedged items was immaterial for the periods presented. Year Ended August 31, Gain (Loss) on Derivatives Not Designated as Hedging Instruments (in thousands) Primary Location 2022 2021 2020 Commodity Cost of goods sold $ 15,862 $ (18,035) $ (5,963) Foreign exchange SG&A expenses (6,547) (3,674) 220 Year Ended August 31, Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Accumulated Other Comprehensive Loss (in thousands) 2022 2021 2020 Commodity $ 138,534 $ 35,392 $ (12,136) |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial assets and financial liabilities measured at fair value on a recurring basis | 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) August 31, 2022 Quoted Prices in Significant Other Significant Assets: Investment deposit accounts (1) $ 572,384 $ 572,384 $ — $ — Commodity derivative assets (2) 160,847 17,347 — 143,500 Foreign exchange derivative assets (2) 1,296 — 1,296 — Liabilities: Commodity derivative liabilities (2) 1,260 1,260 — — Foreign exchange derivative liabilities (2) 3,126 — 3,126 — Fair Value Measurements at Reporting Date Using (in thousands) August 31, 2021 Quoted Prices in Significant Other Significant Assets: Investment deposit accounts (1) $ 441,297 $ 441,297 $ — $ — Commodity derivative assets (2) 27,323 910 — 26,413 Foreign exchange derivative assets (2) 2,537 — 2,537 — Liabilities: Commodity derivative liabilities (2) 1,352 1,352 — — Foreign exchange derivative liabilities (2) 1,880 — 1,880 — __________________________________ (1) Investment deposit accounts are short-term in nature, and the value is determined by principal plus interest. The investment portfolio mix can change each period based on the Company's assessment of investment options. (2) Derivative assets and liabilities classified as Level 1 are commodity futures contracts valued based on quoted market prices in the London Metal Exchange or the 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 11, 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 during 2022 and 2021: |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | Below is a reconciliation of the beginning and ending balances of the Level 3 commodity derivative recognized in the 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 gains and losses in other comprehensive income ("OCI") in 2022, 2021 and 2020. (in thousands) Level 3 Commodity Derivative Balance at September 1, 2019 $ — New commodity contract 1,083 Unrealized holding loss (1) (16,090) Reclassification for loss included in net earnings (2) — Balance at August 31, 2020 (15,007) Unrealized holding gain (1) 43,798 Reclassification for gain included in net earnings (2) (2,378) Balance at August 31, 2021 26,413 Unrealized holding gain (1) 138,760 Reclassification for gain included in net earnings (2) (21,673) Balance at August 31, 2022 $ 143,500 __________________________________ (1) Unrealized holding gains/(losses), net of foreign currency translation, less amounts reclassified are included in OCI in the consolidated statements of comprehensive income. (2) (Gains)/losses included in net earnings are recorded in cost of goods sold in the consolidated statements of earnings. |
Financial assets and liabilities that are not required to be measured at 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 in the consolidated balance sheets were as follows: August 31, 2022 August 31, 2021 (in thousands) Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value 2032 Notes (1) Level 2 $ 300,000 $ 256,488 $ — $ — 2031 Notes (1) Level 2 300,000 $ 249,888 300,000 306,279 2030 Notes (1) Level 2 300,000 263,372 — — 2027 Notes (1) Level 2 — — 300,000 316,839 2023 Notes (1) Level 2 330,000 330,182 330,000 348,071 Series 2022 Bonds, due 2047 (1) Level 2 145,060 126,652 — — Poland Term Loan (2) Level 2 32,439 32,439 49,726 49,726 Short-term borrowings (2) Level 2 26,390 26,390 26,560 26,560 __________________________________ (1) The fair value of the notes and the Series 2022 Bonds were determined based on indicated market values. (2) The Poland Term Loan and short-term borrowings contain variable interest rates and carrying value approximates fair value. |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Components of earnings from continuing operations before income taxes (benefit) | The components of earnings from continuing operations before income taxes were as follows: Year Ended August 31, (in thousands) 2022 2021 2020 United States $ 1,197,769 $ 413,616 $ 334,170 Foreign 317,378 120,402 36,608 Total $ 1,515,147 $ 534,018 $ 370,778 |
Income taxes (benefit) included in the consolidated statements of operations | The income taxes (benefit) included in the consolidated statements of earnings were as follows: Year Ended August 31, (in thousands) 2022 2021 2020 Current: United States $ 122,334 $ 113,696 $ 26,901 Foreign 63,912 25,642 7,588 State and local 20,228 19,458 7,133 Current taxes 206,474 158,796 41,622 Deferred: United States 81,162 (10,563) 45,771 Foreign (3,388) (2,512) (43) State and local 13,637 (24,568) 5,832 Deferred taxes 91,411 (37,643) 51,560 Total income taxes on income 297,885 121,153 93,182 Income taxes on discontinued operations — — 706 Income taxes on continuing operations $ 297,885 $ 121,153 $ 92,476 |
Reconciliation of the federal statutory rate to effective tax rate from continuing operations | A reconciliation of the federal statutory rate to the Company's effective income tax rate from continuing operations, including material items impacting the effective income tax rate, is as follows: Year Ended August 31, (in thousands) 2022 2021 2020 Income tax expense at statutory rate $ 318,181 $ 112,144 $ 77,863 Change in valuation allowance (447) 37,092 968 Foreign tax impairment on valuation of subsidiaries (1) — (29,866) 5,084 Global intangible low-taxed income (2) 685 17,263 1,252 Nontaxable foreign interest (1) 3 (14,617) 8 State and local taxes (3)(4) 26,753 (3,838) 9,895 Capital loss (5) (34,736) — — Research and development credit (4) (13,102) (1,289) (563) Other 548 4,264 (2,031) Income tax expense on continuing operations $ 297,885 $ 121,153 $ 92,476 Effective income tax rate from continuing operations 19.7 % 22.7 % 24.9 % __________________________________ (1) Fully offset by a valuation allowance. (2) 2021 includes the tax effect of a gain recognized in connection with a global tax restructuring. (3) State and local taxes in 2021 includes a $19.9 million benefit related to the release of certain state valuation allowances. (4) 2022 includes the impact of uncertain tax positions. (5) Resulted from a tax restructuring transaction. |
Tax effects of significant temporary differences giving rise to deferred tax assets and liabilities | The income tax effects of significant temporary differences giving rise to deferred tax assets and liabilities were as follows: August 31, (in thousands) 2022 2021 Deferred tax assets: Net operating losses and credits $ 300,787 $ 291,145 Deferred compensation and employee benefits 39,095 64,693 ROU operating lease liabilities 33,398 28,915 Reserves and other accrued expenses 11,730 13,846 Other 17,253 3,817 Total deferred tax assets 402,263 402,416 Valuation allowance for deferred tax assets (268,547) (278,099) Deferred tax assets, net 133,716 124,317 Deferred tax liabilities: Property, plant and equipment (261,638) (180,925) ROU operating lease assets (32,444) (26,950) Intangible assets (48,558) — Derivatives (27,324) (5,123) Other (14,054) (3,817) Total deferred tax liabilities (384,018) (216,815) Net deferred tax liabilities $ (250,302) $ (92,498) |
Reconciliation of the beginning and ending amounts of unrecognized tax benefits | A reconciliation of the beginning and ending amounts of unrecognized income tax benefits is as follows: (in thousands) 2022 2021 2020 Balance at September 1, $ 5,531 $ 8,652 $ 8,652 Change for tax positions of current year 17,461 — — Change for tax positions of prior years 6,755 — — Reductions due to lapse of statute of limitations — (3,121) — Balance at August 31, (1) $ 29,747 $ 5,531 $ 8,652 __________________________________ (1) The full balance of unrecognized income tax benefits in each year, if recognized, would have impacted the Company’s effective income tax rate at the end of each respective year. |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Total awards granted | The following table summarizes the total awards granted: Restricted Stock Performance 2022 grants 652,951 328,734 2021 grants 847,872 406,098 2020 grants 997,454 536,022 |
Restricted stock units and performance stock units, excluding the cash component | Information for restricted stock units and performance stock units is as follows: Number Weighted Average Outstanding as of September 1, 2019 2,279,568 $ 15.99 Granted 1,529,212 18.32 Vested (1,417,552) 18.80 Forfeited (145,591) 21.35 Outstanding as of August 31, 2020 2,245,637 18.79 Granted 1,519,153 20.49 Vested (1,451,846) 17.62 Forfeited (122,149) 20.19 Outstanding as of August 31, 2021 2,190,795 20.67 Granted 1,466,628 28.16 Vested (1,617,943) 18.84 Forfeited (45,850) 23.57 Outstanding as of August 31, 2022 1,993,630 $ 27.59 |
Yearly activity of the stock purchase plan | Yearly activity of the stock purchase plan was as follows: Year Ended August 31, 2022 2021 2020 Shares subscribed 279,370 347,510 347,870 Price per share $ 29.90 $ 17.14 $ 18.80 Shares purchased 313,790 292,690 365,990 Price per share $ 17.14 $ 18.80 $ 13.80 Shares available for future issuance 1,306,694 |
EMPLOYEES' RETIREMENT PLANS EMP
EMPLOYEES' RETIREMENT PLANS EMPLOYEES' RETIREMENT PLANS (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Retirement Benefits [Abstract] | |
Changes in Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan | The following tables include a reconciliation of the beginning and ending balances of pension benefit obligation and the fair value of plan assets resulting from the U.K. Pension Plan and the U.S. Pension Plan and the related amounts recognized in the Company’s consolidated balance sheets as of August 31, 2022 and 2021: U.K. Pension Plan U.S. Pension Plan (in thousands) 2022 2022 2021 Benefit obligation at beginning of year $ — $ 33,687 $ 36,130 Acquisition 68,966 — — Interest cost 635 709 724 Actuarial gain (11,107) (6,010) (1,557) Benefits paid (942) (1,818) (1,610) Foreign currency translation (5,510) — — Benefit obligation at end of year $ 52,042 $ 26,568 $ 33,687 Fair value of plan assets at beginning of year $ — $ 34,126 $ 29,201 Acquisition 83,586 — — Actual return on plan assets (15,718) (7,407) 4,042 Administrative expenses — (461) (52) Employer contributions 73 — 2,545 Benefits paid (942) (1,818) (1,610) Foreign currency translation (6,545) — — Fair value of plan assets at end of year $ 60,454 $ 24,440 $ 34,126 Funded status at end of year (net asset (liability) recognized in the consolidated balance sheets as of August 31,) $ 8,412 $ (2,128) $ 439 Amounts recognized in accumulated other comprehensive income as of August 31, Net actuarial (gain) loss $ 5,666 $ 2,278 $ (1,110) |
Schedule of Net Periodic Benefit Costs | Components of net periodic benefit cost and other supplemental information are detailed below: U.K. Pension Plan U.S. Pension Plan Year Ended August 31, (in thousands) 2022 2022 2021 2020 Service cost $ — $ — $ — $ 335 Expected administrative expenses — 50 290 450 Interest cost 635 709 724 892 Expected return on plan assets (1,067) (1,579) (1,493) (1,334) Special termination benefits — — — 1,918 Settlements, curtailments and other — — — 1,314 Total net periodic benefit (gain) cost $ (432) $ (820) $ (479) $ 3,575 Other changes in plan assets and benefit obligations recognized in other comprehensive income Net actuarial (gain) loss arising during measurement period $ 5,666 $ 3,388 $ (4,344) $ 3,642 Amortization of net actuarial gain — — — (3,232) Total (gain) loss recognized in other comprehensive income $ 5,666 $ 3,388 $ (4,344) $ 410 |
Schedule of Weighted-average Assumptions Used | Weighted average assumptions used to determine benefit obligations are detailed below: U.K. Pension Plan U.S. Pension Plan 2022 2022 2021 Effective discount rate for benefit obligations 4.3 % 4.7 % 2.9 % Expected long-term rate of return on plan assets 4.0 % 4.7 % 4.8 % Weighted average assumptions used to determine net periodic benefit cost for 2022, 2021 and 2020 are detailed below: U.K Pension Plan U.S. Pension Plan 2022 2022 2021 2020 (1) Effective rate for interest on benefit obligations 2.9 % 2.2 % 2.1 % 2.8 % Effective rate for service cost N/A N/A N/A 3.3 % Expected long-term rate of return 4.0 % 5.0 % 5.0 % 6.0 % __________________________________ |
Schedule of Allocation of Plan Assets | The U.K. Pension Plan's weighted average target allocation ranges and actual allocations as a percentage of plan assets, including the notional exposure of future contracts by asset categories, are detailed below: Pension Assets Target Percent 2022 Fixed income securities 70.0% to 75.0% 71.4% Equity securities 10.0 to 15.0 12.4 Cash and other 15.0 to 20.0 16.2 Total 100% The U.S. Pension Plan's weighted average target and actual allocations as a percentage of plan assets, including the notional exposure of future contracts by asset categories, are detailed below: Pension Assets Target Percent 2022 2021 Fixed income securities 95.0% to 100.0% 98.0% 64.1% Equity securities — to — — 34.1 Cash and other — to 5.0 2.0 1.8 Total 100.0% 100.0% Fair Value at Measurement Date Using (in thousands) August 31, 2022 Quoted Prices in Significant Other Significant Fixed income securities $ 43,160 $ — $ 35,849 $ 7,311 Equity securities 7,514 — 7,514 — Cash and other 9,780 530 7,676 1,574 Fair value of U.K. Pension Plan assets $ 60,454 The following table sets forth the plan assets by asset class for the U.S. Pension Plan as of August 31, 2022 and 2021. All securities are traded on a national securities exchange and therefore are Level 1 assets in the fair value hierarchy. Fair Value at Measurement Date (in thousands) August 31, 2022 August 31, 2021 Fixed income securities $ 23,958 $ 21,890 Equity securities — 11,641 Cash and other 482 595 Fair value of U.S. Pension Plan assets $ 24,440 $ 34,126 |
Schedule of Future Pension Benefit Payments | The following table provides the estimated aggregate pension benefit payments that are payable from the U.K Pension Plan and the U.S. Pension Plan to participants in future years: (in thousands) U.K. Pension Plan U.S. Pension Plan 2023 $ 2,601 $ 1,820 2024 2,670 1,796 2025 2,738 1,771 2026 2,809 1,744 2027 2,882 1,731 2028 through 2032 15,576 8,512 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Earnings Per Share [Abstract] | |
Calculations of basic and diluted earnings per share from continuing operations | The calculations of basic and diluted EPS from continuing operations were as follows: Year Ended August 31, (in thousands, except share and per share data) 2022 2021 2020 Net earnings from continuing operations $ 1,217,262 $ 412,865 $ 278,302 Average basic shares outstanding 120,648,090 120,338,357 118,921,854 Effect of dilutive securities 1,724,296 1,645,140 1,387,767 Average diluted shares outstanding 122,372,386 121,983,497 120,309,621 Earnings per share: Basic $ 10.09 $ 3.43 $ 2.34 Diluted $ 9.95 $ 3.38 $ 2.31 |
ACCRUED EXPENSES AND OTHER PA_2
ACCRUED EXPENSES AND OTHER PAYABLES (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Payables and Accruals [Abstract] | |
Significant accrued expenses and other payables | Significant accrued expenses and other payables were as follows: Year Ended August 31, (in thousands) 2022 2021 Salaries and incentive compensation $ 187,586 $ 166,332 Taxes other than income taxes 72,874 57,548 Worker's compensation and general liability insurance 40,529 38,618 Utilities 28,063 22,139 |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 12 Months Ended |
Aug. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of certain financial information from continuing operations by reportable segment | The following table summarizes certain financial information from continuing operations by reportable segment and Corporate and Other: (in thousands) North America Europe Corporate and Other Total 2022 Net sales $ 7,298,632 $ 1,621,642 $ (6,793) $ 8,913,481 Adjusted EBITDA 1,553,858 346,051 (154,103) 1,745,806 Interest expense (1) 26,798 3,819 20,092 50,709 Capital expenditures 415,157 27,783 7,048 449,988 Depreciation and amortization 135,322 31,250 8,452 175,024 Asset impairments 4,915 11 — 4,926 Total assets 4,467,314 1,056,101 713,612 6,237,027 2021 Net sales $ 5,670,976 $ 1,049,059 $ 9,725 $ 6,729,760 Adjusted EBITDA 746,594 148,258 (140,568) 754,284 Interest expense (1) 25,131 476 26,297 51,904 Capital expenditures 134,932 44,002 5,231 184,165 Depreciation and amortization 132,192 27,516 7,905 167,613 Asset impairments 6,360 424 — 6,784 Total assets 3,221,465 729,766 687,440 4,638,671 2020 Net sales $ 4,769,933 $ 699,140 $ 7,413 $ 5,476,486 Adjusted EBITDA 661,176 62,007 (146,575) 576,608 Interest expense (1) 48,413 982 12,442 61,837 Capital expenditures 127,982 48,895 10,741 187,618 Depreciation and amortization 132,492 25,674 7,583 165,749 Asset impairments 7,606 5 — 7,611 Total assets (2) 2,862,805 532,850 686,073 4,081,728 __________________________________ (1) Includes intercompany interest expense in the segments, which is eliminated within Corporate and Other. (2) Total assets listed in Corporate and Other at 2020 include assets from discontinued operations. |
Reconciliations of earnings from continuing operations to adjusted operating profit | The following table presents a reconciliation of earnings from continuing operations to adjusted EBITDA: Year Ended August 31, (in thousands) 2022 2021 2020 Net earnings from continuing operations $ 1,217,262 $ 412,865 $ 278,302 Interest expense 50,709 51,904 61,837 Income taxes 297,885 121,153 92,476 Depreciation and amortization 175,024 167,613 165,749 Asset impairments 4,926 6,784 7,611 Amortization of acquired unfavorable contract backlog — (6,035) (29,367) Adjusted EBITDA $ 1,745,806 $ 754,284 $ 576,608 |
External net sales from continuing operations by geographic area | Year Ended August 31, (in thousands) 2022 2021 2020 Geographic area: United States $ 6,793,023 $ 5,295,447 $ 4,562,351 Poland 1,078,986 793,075 549,983 China 246,679 156,101 76,909 Other 794,793 485,137 287,243 Net sales $ 8,913,481 $ 6,729,760 $ 5,476,486 |
Net sales by major product | Year Ended August 31, 2022 (in thousands) North America Europe Corporate and Other Total Major product: Raw materials $ 1,504,107 $ 25,259 $ — $ 1,529,366 Steel products 2,955,121 1,235,691 — 4,190,812 Downstream products 2,245,734 292,136 — 2,537,870 Construction-related solutions 453,517 27,279 — 480,796 Other 138,164 39,206 (2,733) 174,637 Net sales from external customers 7,296,643 1,619,571 (2,733) 8,913,481 Intersegment net sales, eliminated on consolidation 1,989 2,071 (4,060) — Net sales $ 7,298,632 $ 1,621,642 $ (6,793) $ 8,913,481 Year Ended August 31, 2021 (in thousands) North America Europe Corporate and Other Total Major product: Raw materials $ 1,162,997 $ 19,841 $ — $ 1,182,838 Steel products 2,289,975 808,662 — 3,098,637 Downstream products 1,814,192 192,175 — 2,006,367 Construction-related solutions 289,644 — — 289,644 Other 114,168 26,567 11,539 152,274 Net sales from external customers 5,670,976 1,047,245 11,539 6,729,760 Intersegment net sales, eliminated on consolidation — 1,814 (1,814) — Net sales $ 5,670,976 $ 1,049,059 $ 9,725 $ 6,729,760 Year ended August 31, 2020 (in thousands) North America Europe Corporate and Other Total Major product: Raw materials $ 718,513 $ 9,692 $ — $ 728,205 Steel products 1,738,556 547,047 — 2,285,603 Downstream products 1,943,126 119,232 — 2,062,358 Construction-related solutions 275,815 — — 275,815 Other 93,923 21,660 8,922 124,505 Net sales from external customers 4,769,933 697,631 8,922 5,476,486 Intersegment net sales, eliminated on consolidation — 1,509 (1,509) — Net sales $ 4,769,933 $ 699,140 $ 7,413 $ 5,476,486 |
Long-lived assets by geographic area | The following table presents long-lived assets, net of accumulated depreciation and amortization, by geographic area: August 31, (in thousands) 2022 2021 2020 Geographic area: United States $ 1,858,269 $ 1,473,745 $ 1,483,127 Poland 180,350 225,582 225,166 Other 35,199 23 51 Total long-lived assets, net $ 2,073,818 $ 1,699,350 $ 1,708,344 |
NATURE OF OPERATIONS (Narrative
NATURE OF OPERATIONS (Narrative) (Details) $ in Millions | 12 Months Ended |
Aug. 31, 2022 USD ($) segments mini_mill numberOfRerollingMills micro_mill | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of electric arc furnace mini mills | mini_mill | 7 |
Number of electric arc furnace micro mills | micro_mill | 2 |
Number of rerolling mills | numberOfRerollingMills | 1 |
Number of business segments | segments | 2 |
Realized and unrealized gain (loss) on investment and foreign currency | $ | $ 9.6 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Operating assets | $ 138,937 | $ 112,202 |
Total operating lease liabilities | 142,942 | 119,842 |
Retained earnings | $ 3,312,438 | $ 2,162,925 |
Receivables secured by credit insurance or letters of credit | ||
Percentage of accounts receivable secured by credit insurance or letters of credit | 16% | 17% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Estimated Useful Lives of Property, Plant and Equipment) (Details) | 12 Months Ended |
Aug. 31, 2022 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 25 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 25 years |
ACQUISITION -Additional Informa
ACQUISITION -Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Apr. 25, 2022 USD ($) market | Aug. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Aug. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, net of cash acquired | $ 552,449 | $ 1,888 | $ 18,137 | |
Goodwill | 249,009 | 66,137 | 64,321 | |
Cost of goods and services sold | 7,057,085 | 5,623,903 | 4,531,688 | |
Amortization expense for intangible assets | 10,000 | 2,100 | $ 2,100 | |
Cost of goods sold | ||||
Business Acquisition [Line Items] | ||||
Inventory adjustments | 8,700 | |||
Amortization expense for intangible assets | $ 6,400 | |||
Minimum | Real Property | ||||
Business Acquisition [Line Items] | ||||
Estimated useful lives | 5 years | |||
Minimum | Personal Property | ||||
Business Acquisition [Line Items] | ||||
Estimated useful lives | 1 year | |||
Maximum | Real Property | ||||
Business Acquisition [Line Items] | ||||
Estimated useful lives | 25 years | |||
Maximum | Personal Property | ||||
Business Acquisition [Line Items] | ||||
Estimated useful lives | 15 years | |||
Tensar | ||||
Business Acquisition [Line Items] | ||||
Cash acquired from acquisition | $ 19,600 | |||
Payments to acquire businesses, net of cash acquired | $ 550,000 | |||
Number of Markets | market | 80 | |||
Assets for plan benefits, defined benefit plan | $ 14,600 | |||
Goodwill | $ 187,861 | $ 186,805 | ||
Acquisition and integration expense | 8,700 | |||
Amortization expense for intangible assets | $ (8,100) | (12,400) | ||
Tensar | Revision of Prior Period, Adjustment | ||||
Business Acquisition [Line Items] | ||||
Acquisition and integration expense | 1,000 | |||
Cost of goods and services sold | $ (8,700) |
ACQUISITION - Schedule of Busin
ACQUISITION - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ in Thousands | 4 Months Ended | |||
Aug. 31, 2022 | Apr. 25, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 249,009 | $ 66,137 | $ 64,321 | |
Tensar | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 19,551 | $ 19,551 | ||
Measurement Period Adjustments, Cash and cash equivalents | 0 | |||
Accounts receivable | 37,741 | 38,188 | ||
Measurement Period Adjustments, Accounts receivable | (447) | |||
Inventories | 39,462 | 38,810 | ||
Measurement Period Adjustment, Inventories | 652 | |||
Prepaid and other current assets | 12,528 | 14,143 | ||
Measurement Period Adjustments, Prepaid and other current assets | (1,615) | |||
Defined benefit pension plan | 14,620 | 14,620 | ||
Measurement Period Adjustments, Defined benefit pension plan | 0 | |||
Property, plant and equipment | 85,983 | 88,541 | ||
Measurement Period Adjustment, Property, plant and equipment | (2,558) | |||
Intangible assets | 260,500 | 260,500 | ||
Measurement Period Adjustment, Intangible assets | 0 | |||
Goodwill | 186,805 | 187,861 | ||
Measurement Period Adjustment, Goodwill | (1,056) | |||
Other noncurrent assets | 19,660 | 19,430 | ||
Measurement Period Adjustment, Other noncurrent assets | 230 | |||
Accounts payable | (12,134) | (12,468) | ||
Measurement Period Adjustment, Accounts payable | 334 | |||
Accrued expenses and other payables | (23,725) | (23,307) | ||
Measurement Period Adjustment, Accrued expenses and other payables | (418) | |||
Current maturities of long-term debt | (3,277) | (3,277) | ||
Measurement Period Adjustment, Current maturities of long-term debt | 0 | |||
Deferred income taxes | (45,055) | (48,683) | ||
Measurement Period Adjustment, Deferred income taxes | 3,628 | |||
Other noncurrent liabilities | (16,347) | (17,597) | ||
Measurement Period Adjustment, Other noncurrent liabilities | 1,250 | |||
Long-term debt | (4,312) | (4,312) | ||
Measurement Period Adjustment, Long-term debt | 0 | |||
Total assets acquired and liabilities assumed | 572,000 | $ 572,000 | ||
Measurement Period Adjustment, Total assets acquired and liabilities assumed | $ 0 |
ACQUISITION - Finite-Lived and
ACQUISITION - Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 25, 2022 | Aug. 31, 2022 | |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Life in Years | 8 years | |
Tensar | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 260,500 | $ 260,500 |
Tensar | Developed technologies | ||
Business Acquisition [Line Items] | ||
Intangible assets | 147,900 | |
Tensar | Trade names | ||
Business Acquisition [Line Items] | ||
Intangible assets | 57,000 | |
Tensar | Customer relationships | ||
Business Acquisition [Line Items] | ||
Intangible assets | 53,200 | |
Tensar | In-process research and development | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 2,400 | |
Minimum | Tensar | Developed technologies | ||
Business Acquisition [Line Items] | ||
Life in Years | 1 year | |
Minimum | Tensar | Trade names | ||
Business Acquisition [Line Items] | ||
Life in Years | 8 years | |
Minimum | Tensar | Customer relationships | ||
Business Acquisition [Line Items] | ||
Life in Years | 12 years | |
Maximum | Tensar | Developed technologies | ||
Business Acquisition [Line Items] | ||
Life in Years | 11 years | |
Maximum | Tensar | Trade names | ||
Business Acquisition [Line Items] | ||
Life in Years | 9 years | |
Maximum | Tensar | Customer relationships | ||
Business Acquisition [Line Items] | ||
Life in Years | 17 years |
ACQUISITION - Pro Forma Informa
ACQUISITION - Pro Forma Information (Details) - Tensar - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2022 | Aug. 31, 2021 | |
Business Acquisition [Line Items] | |||
Net sales | $ 102,107 | $ 9,064,322 | $ 6,957,903 |
Earnings before income taxes | $ 3,183 | $ 1,238,174 | $ 416,904 |
CHANGES IN BUSINESS (Details)
CHANGES IN BUSINESS (Details) $ in Millions | 12 Months Ended | |||
Dec. 28, 2021 USD ($) | Aug. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Aug. 31, 2020 USD ($) location | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Facility closure costs | $ 13.8 | $ 9.8 | ||
Number of facilities idled | location | 6 | |||
Severance costs | $ 6.2 | |||
Proceeds from sale of assets associated with facilities | $ 313 | |||
Payments to acquire machinery and equipment | $ 22 | |||
Rancho Cucamonga Facility | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Assets Held-for-sale, Not Part of Disposal Group | $ 24.9 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI by Components) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | $ (84,820) | $ (103,764) | $ (124,126) |
Other comprehensive income (loss) before reclassifications | 22,933 | 29,008 | 17,624 |
Reclassification for (gain) loss | (27,511) | (2,826) | (369) |
Income tax benefit | (25,053) | (7,238) | 3,107 |
Total other comprehensive income (loss), net of income taxes | (29,631) | 18,944 | 20,362 |
Balance | (114,451) | (84,820) | (103,764) |
Foreign Currency Translation | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | (105,680) | (87,933) | (121,498) |
Other comprehensive income (loss) before reclassifications | (140,217) | (17,747) | 33,559 |
Reclassification for (gain) loss | 0 | 0 | 6 |
Income tax benefit | 0 | 0 | 0 |
Total other comprehensive income (loss), net of income taxes | (140,217) | (17,747) | 33,565 |
Balance | (245,897) | (105,680) | (87,933) |
Derivatives | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | 21,781 | (11,334) | 1,106 |
Other comprehensive income (loss) before reclassifications | 171,607 | 42,233 | (14,983) |
Reclassification for (gain) loss | (27,511) | (2,826) | (375) |
Income tax benefit | (27,635) | (6,292) | 2,918 |
Total other comprehensive income (loss), net of income taxes | 116,461 | 33,115 | (12,440) |
Balance | 138,242 | 21,781 | (11,334) |
Defined Benefit Obligation | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance | (921) | (4,497) | (3,734) |
Other comprehensive income (loss) before reclassifications | (8,457) | 4,522 | (952) |
Reclassification for (gain) loss | 0 | 0 | 0 |
Income tax benefit | 2,582 | (946) | 189 |
Total other comprehensive income (loss), net of income taxes | (5,875) | 3,576 | (763) |
Balance | $ (6,796) | $ (921) | $ (4,497) |
REVENUE RECOGNITION - Revenue R
REVENUE RECOGNITION - Revenue Recognition Method (Details) - North America Segment - Recognized over Time | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Fabricated Product and Installation Services | |||
Disaggregation of Revenue [Line Items] | |||
Contract as percent of total segment revenue (percent) | 8% | 10% | 12% |
Fabricated Product without Installation Services | |||
Disaggregation of Revenue [Line Items] | |||
Contract as percent of total segment revenue (percent) | 9% | 9% | 1,100% |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets (included in accounts receivable) | $ 73,037 | $ 64,168 |
Contract liabilities (included in accrued expenses and other payables) | $ 27,567 | $ 23,948 |
REVENUE RECOGNITION - Remaining
REVENUE RECOGNITION - Remaining Performance Obligations (Details) $ in Millions | Aug. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 1,100 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-09-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation (percent) | 78% |
Remaining performance obligation, period of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-09-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-09-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, period of satisfaction |
INVENTORIES (Narrative) (Detail
INVENTORIES (Narrative) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 271,756 | $ 286,123 |
Inventory, Work in Process, Gross | 9,446 | 6,881 |
Inventory, Finished Goods, Net of Reserves | 888,494 | 642,383 |
Inventory, Net | $ 1,169,696 | $ 935,387 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Changes in the Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Goodwill [Line Items] | |||
Goodwill, beginning | $ 76,331 | $ 74,520 | |
Foreign currency translation | (3,962) | (98) | |
Goodwill, ending | 259,174 | 76,331 | $ 74,520 |
Goodwill, Acquired During Period | 186,805 | 1,909 | |
Accumulated impairment loss, beginning | (10,194) | (10,199) | |
Foreign currency translation | 29 | 5 | |
Accumulated impairment loss, ending | (10,165) | (10,194) | (10,199) |
Goodwill, net | 249,009 | 66,137 | 64,321 |
Foreign currency translation | (3,933) | (93) | |
Goodwill, net | 249,009 | 66,137 | 64,321 |
Capital expenditures | 449,988 | 184,165 | 187,618 |
North America | |||
Goodwill [Line Items] | |||
Goodwill, beginning | 71,941 | 71,941 | |
Foreign currency translation | 0 | 0 | |
Goodwill, ending | 216,059 | 71,941 | 71,941 |
Goodwill, Acquired During Period | 144,118 | 0 | |
Accumulated impairment loss, beginning | (10,036) | (10,036) | |
Foreign currency translation | 0 | 0 | |
Accumulated impairment loss, ending | (10,036) | (10,036) | (10,036) |
Goodwill, net | 206,023 | 61,905 | 61,905 |
Foreign currency translation | 0 | 0 | |
Goodwill, net | 206,023 | 61,905 | 61,905 |
North America | Segments | |||
Goodwill [Line Items] | |||
Capital expenditures | 415,157 | 134,932 | 127,982 |
Europe | |||
Goodwill [Line Items] | |||
Goodwill, beginning | 4,390 | 2,579 | |
Foreign currency translation | (3,962) | (98) | |
Goodwill, ending | 43,115 | 4,390 | 2,579 |
Goodwill, Acquired During Period | 42,687 | 1,909 | |
Accumulated impairment loss, beginning | (158) | (163) | |
Foreign currency translation | 29 | 5 | |
Accumulated impairment loss, ending | (129) | (158) | (163) |
Goodwill, net | 42,986 | 4,232 | 2,416 |
Foreign currency translation | (3,933) | (93) | |
Goodwill, net | 42,986 | 4,232 | 2,416 |
Europe | Segments | |||
Goodwill [Line Items] | |||
Capital expenditures | 27,783 | 44,002 | 48,895 |
Corporate and Other | Segments | |||
Goodwill [Line Items] | |||
Capital expenditures | $ 7,048 | $ 5,231 | $ 10,741 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS (Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Apr. 25, 2022 | Aug. 31, 2022 | Aug. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 217,305 | $ 21,666 | |
Accumulated Amortization | 15,939 | 11,565 | |
Net | 201,366 | 10,101 | |
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 7,203 | 7,203 | |
Accumulated Amortization | 4,596 | 3,621 | |
Net | $ 2,607 | 3,582 | |
Patents | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Life in Years | 5 years | ||
Patents | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Life in Years | 7 years 6 months | ||
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 660 | 6,079 | |
Accumulated Amortization | 660 | 5,629 | |
Net | $ 0 | 450 | |
Life in Years | 8 years | ||
Customer relationships | Tensar | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 52,455 | 0 | |
Accumulated Amortization | 1,456 | 0 | |
Net | 50,999 | 0 | |
Customer relationships | Tensar | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Life in Years | 12 years | ||
Customer relationships | Tensar | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Life in Years | 17 years | ||
Perpetual lease rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 3,584 | 4,395 | |
Accumulated Amortization | 744 | 860 | |
Net | $ 2,840 | 3,535 | |
Life in Years | 80 years | ||
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 3,050 | 3,050 | |
Accumulated Amortization | 1,135 | 778 | |
Net | $ 1,915 | 2,272 | |
Non-compete agreements | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Life in Years | 5 years | ||
Non-compete agreements | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Life in Years | 7 years | ||
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 939 | 939 | |
Accumulated Amortization | 767 | 677 | |
Net | $ 172 | 262 | |
Other | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Life in Years | 5 years | ||
Other | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Life in Years | 15 years | ||
Developed technologies | Tensar | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 147,040 | 0 | |
Accumulated Amortization | 6,485 | 0 | |
Net | 140,555 | 0 | |
Developed technologies | Tensar | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Life in Years | 1 year | ||
Developed technologies | Tensar | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Life in Years | 11 years | ||
Trade names | Tensar | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 2,374 | 0 | |
Accumulated Amortization | 96 | 0 | |
Net | $ 2,278 | $ 0 | |
Trade names | Tensar | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Life in Years | 8 years | ||
Trade names | Tensar | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Life in Years | 9 years |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS (Narrative) (Details) $ in Thousands | 12 Months Ended | |||
Aug. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Aug. 31, 2020 USD ($) | Apr. 25, 2022 USD ($) | |
Amortization of acquired unfavorable contract backlog | $ 0 | $ (6,035) | $ (29,367) | |
Amortization expense for intangible assets | 10,000 | 2,100 | 2,100 | |
Goodwill | $ 249,009 | 66,137 | $ 64,321 | |
Excess over carrying value, percentage | 0.18 | |||
Tensar | ||||
Amortization expense for intangible assets | $ (8,100) | $ (12,400) | ||
Goodwill | 186,805 | $ 187,861 | ||
Tensar | Trade names | ||||
Indefinite-lived intangible assets acquired | 53,600 | |||
Tensar | In-process research and development | ||||
Indefinite-lived intangible assets acquired | 2,400 | |||
Cost of goods sold | ||||
Amortization expense for intangible assets | 6,400 | |||
SG&A expenses | ||||
Amortization expense for intangible assets | 3,600 | |||
North America Segment | ||||
Goodwill | $ 56,900 | |||
Perpetual lease rights | ||||
Weighted average remaining useful lives | 80 years |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS (Estimated Future Amortization Expense) (Details) $ in Thousands | Aug. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2023 | $ 24,389 |
2024 | 23,590 |
2025 | 21,840 |
2026 | 20,622 |
2027 | $ 20,515 |
Leases, Balance Sheet Component
Leases, Balance Sheet Components (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Assets: | ||
Operating assets | $ 138,937 | $ 112,202 |
Finance assets | 63,702 | 55,308 |
Total leased assets | 202,639 | 167,510 |
Operating lease liabilities: | ||
Current | 31,792 | 26,433 |
Long-term | 111,150 | 93,409 |
Total operating lease liabilities | 142,942 | 119,842 |
Finance lease liabilities: | ||
Current | 19,340 | 16,040 |
Long-term | 39,196 | 36,104 |
Total finance lease liabilities | 58,536 | 52,144 |
Total lease liabilities | $ 201,478 | $ 171,986 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other payables | Accrued expenses and other payables |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-term Debt, Current Maturities | Long-term Debt, Current Maturities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt | Long-term debt |
Leases, Lease Cost (Details)
Leases, Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Leases [Abstract] | |||
Operating Lease, Cost | $ 35,111 | $ 32,752 | $ 35,611 |
Finance lease expense: | |||
Amortization of assets | 13,302 | 13,050 | 11,445 |
Interest on lease liabilities | 2,105 | 2,213 | 1,792 |
Total finance lease expense | 15,407 | 15,263 | 13,237 |
Variable and short-term lease expense | 20,856 | 20,096 | 17,020 |
Total lease expense | $ 71,374 | $ 68,111 | $ 65,868 |
Leases, Weighted-average Lease
Leases, Weighted-average Lease Terms and Discount Rates (Details) | Aug. 31, 2022 | Aug. 31, 2021 |
Leases [Abstract] | ||
Operating leases, remaining term | 5 years 3 months 18 days | 6 years 2 months 12 days |
Finance leases, remaining term | 3 years 4 months 24 days | 3 years 7 months 6 days |
Operating leases, weighted average discount rate | 4.076% | 4.451% |
Finance leases, weighted average discount rate | 4.125% | 4.079% |
Leases, Cash Flow and Other Inf
Leases, Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash outflows from operating leases | $ 35,697 | $ 31,686 | $ 36,063 |
Operating cash outflows from finance leases | 2,093 | 2,228 | 1,720 |
Financing cash outflows from finance leases | 17,821 | 16,016 | 12,774 |
ROU assets obtained in exchange for lease obligations: | |||
Operating leases | 59,035 | 25,888 | 43,642 |
Finance leases | $ 24,333 | $ 18,006 | $ 26,573 |
Leases, Maturity of Lease Liabi
Leases, Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Operating Leases | ||
2023 | $ 38,277 | |
2024 | 32,108 | |
2025 | 26,343 | |
2026 | 21,714 | |
2027 | 14,019 | |
Thereafter | 27,616 | |
Total lease payments | 160,077 | |
Less imputed interest | (17,135) | |
Total operating lease liabilities | 142,942 | $ 119,842 |
Finance Leases | ||
2023 | 21,311 | |
2024 | 18,633 | |
2025 | 12,583 | |
2026 | 6,235 | |
2027 | 3,090 | |
Thereafter | 672 | |
Total lease payments | 62,524 | |
Less imputed interest | (3,988) | |
Total finance lease liabilities | 58,536 | $ 52,144 |
Contractual Obligation | $ 17,000 | |
Minimum | ||
Finance Leases | ||
Noncancelled term | 4 years | |
Maximum | ||
Finance Leases | ||
Noncancelled term | 7 years |
CREDIT ARRANGEMENTS (Long-term
CREDIT ARRANGEMENTS (Long-term Debt) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Aug. 31, 2021 | Feb. 28, 2021 |
Debt Instrument [Line Items] | |||||
Total long-term debt including current maturities | $ 1,513,703 | $ 1,077,922 | |||
Less debt issuance costs | (16,496) | $ (9,400) | (8,141) | ||
Debt Instrument, Unamortized Premium | 4,838 | 0 | |||
Total amounts outstanding | 1,502,045 | 1,069,781 | |||
Less current maturities of long-term debt and short-term borrowings | (388,796) | (54,366) | |||
Long-term debt | $ 1,113,249 | 1,015,415 | |||
2031 Notes | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate | 3.875% | ||||
Total long-term debt including current maturities | $ 300,000 | $ 300,000 | |||
Less debt issuance costs | $ (4,900) | ||||
2027 Notes | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate | 5.375% | 5.375% | |||
Total long-term debt including current maturities | $ 0 | $ 300,000 | |||
2026 Notes | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate | 5.75% | ||||
Total long-term debt including current maturities | $ 350,000 | ||||
2023 Notes | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate | 4.875% | ||||
Total long-term debt including current maturities | $ 330,000 | 330,000 | |||
Other | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate | 4.56% | ||||
Total long-term debt including current maturities | $ 21,278 | 19,492 | |||
Short-term borrowings | |||||
Debt Instrument [Line Items] | |||||
Total long-term debt including current maturities | $ 26,390 | 26,560 | |||
Short-term borrowings | Poland Program | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate | 7.26% | ||||
Finance leases | |||||
Debt Instrument [Line Items] | |||||
Total long-term debt including current maturities | $ 58,536 | 52,144 | |||
$300 million notes at 4.125% due February 2030 | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate | 4.125% | ||||
Total long-term debt including current maturities | $ 300,000 | 0 | |||
$300 million notes at 4.375% due March 2032 | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate | 4.375% | ||||
Total long-term debt including current maturities | $ 300,000 | 0 | |||
Series 2022 Bonds, due 2047 | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate | 4% | 4% | |||
Total long-term debt including current maturities | $ 145,060 | 0 | |||
Less debt issuance costs | $ (3,100) | ||||
Revolving credit agreement | Poland Term Loan | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate | 8.53% | ||||
Total long-term debt including current maturities | $ 32,439 | $ 49,726 |
CREDIT ARRANGEMENTS (Narrative)
CREDIT ARRANGEMENTS (Narrative) (Details) zł in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2022 USD ($) | Aug. 31, 2022 USD ($) | Aug. 31, 2022 PLN (zł) | Aug. 31, 2021 USD ($) | Aug. 31, 2020 USD ($) | Aug. 31, 2022 PLN (zł) | Jan. 31, 2022 USD ($) | Aug. 31, 2021 PLN (zł) | Feb. 28, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Loss on debt extinguishment | $ 16,052,000 | $ 16,841,000 | $ 1,778,000 | ||||||
Total long-term debt including current maturities | 1,513,703,000 | 1,077,922,000 | |||||||
Interest costs capitalized | 11,900,000 | 2,800,000 | $ 2,500,000 | ||||||
Less debt issuance costs | 16,496,000 | 8,141,000 | $ 9,400,000 | ||||||
CMCP | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 63,900,000 | 78,300,000 | zł 300,000 | ||||||
Revolving credit agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, maximum borrowing capacity | 650,000,000 | ||||||||
Revolving line of credit outstanding amount | $ 0 | 0 | |||||||
Minimum interest coverage ratio | 2.50 | 2.50 | |||||||
Maximum debt to capitalization ratio | 0.60 | 0.60 | |||||||
Actual interest coverage ratio | 34.48 | 34.48 | |||||||
Actual debt to capitalization ratio | 0.31 | 0.31 | |||||||
Revolving credit agreement | CMCP | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving line of credit outstanding amount | zł | zł 0 | ||||||||
Borrowings under uncommitted lines of credit | zł | zł 0 | ||||||||
Stand-by letters of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||||
Stand by letters of credit outstanding amount | 1,400,000 | 3,000,000 | |||||||
Standby Letters of Credit | CMCP | |||||||||
Debt Instrument [Line Items] | |||||||||
Stand by letters of credit outstanding amount | 1,000,000 | 5,700,000 | |||||||
U.S. Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Trade accounts receivable | 150,000,000 | ||||||||
Short-term borrowings | |||||||||
Debt Instrument [Line Items] | |||||||||
Total long-term debt including current maturities | $ 26,390,000 | $ 26,560,000 | |||||||
2027 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Weighted average interest rate | 5.375% | 5.375% | 5.375% | 5.375% | |||||
Loss on debt extinguishment | $ 16,100,000 | ||||||||
Total long-term debt including current maturities | $ 0 | $ 300,000,000 | |||||||
2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Weighted average interest rate | 5.75% | ||||||||
Loss on debt extinguishment | 16,800,000 | ||||||||
Total long-term debt including current maturities | $ 350,000,000 | ||||||||
2023 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Weighted average interest rate | 4.875% | 4.875% | |||||||
Total long-term debt including current maturities | $ 330,000,000 | 330,000,000 | |||||||
Poland Term Loan | CMCP | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving line of credit outstanding amount | 49,700,000 | zł 190,500 | |||||||
Total long-term debt including current maturities | $ 32,400,000 | zł 152,400 | |||||||
Poland Term Loan | Revolving credit agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Weighted average interest rate | 8.53% | 8.53% | |||||||
Total long-term debt including current maturities | $ 32,439,000 | 49,726,000 | |||||||
$300 million notes at 3.875% due February 2031 | |||||||||
Debt Instrument [Line Items] | |||||||||
Weighted average interest rate | 3.875% | 3.875% | |||||||
Total long-term debt including current maturities | $ 300,000,000 | 300,000,000 | |||||||
Less debt issuance costs | $ 4,900,000 | ||||||||
$300 million notes at 4.125% due February 2030 | |||||||||
Debt Instrument [Line Items] | |||||||||
Weighted average interest rate | 4.125% | 4.125% | |||||||
Total long-term debt including current maturities | $ 300,000,000 | 0 | |||||||
$300 million notes at 4.375% due March 2032 | |||||||||
Debt Instrument [Line Items] | |||||||||
Weighted average interest rate | 4.375% | 4.375% | |||||||
Total long-term debt including current maturities | $ 300,000,000 | 0 | |||||||
Series 2022 Bonds, due 2047 | |||||||||
Debt Instrument [Line Items] | |||||||||
Term loan, maximum principal amount | $ 145,100,000 | ||||||||
Weighted average interest rate | 4% | 4% | 4% | ||||||
Total long-term debt including current maturities | $ 145,060,000 | 0 | |||||||
Less debt issuance costs | $ 3,100,000 | ||||||||
Bonds, effective yield (interest rate) | 0.035 | ||||||||
Proceeds from issuance of debt | $ 150,000,000 | ||||||||
U.S. Program | |||||||||
Debt Instrument [Line Items] | |||||||||
Transfers of Accounts Receivable Outstanding | 0 | 0 | |||||||
Poland Program | |||||||||
Debt Instrument [Line Items] | |||||||||
Transfer of Accounts Receivable Program, Face Amount | 61,300,000 | 75,200,000 | 288,000 | ||||||
Transfers of Accounts Receivable Outstanding | $ 26,400,000 | $ 26,600,000 | zł 124,000 | zł 101,700 | |||||
Poland Program | Short-term borrowings | |||||||||
Debt Instrument [Line Items] | |||||||||
Weighted average interest rate | 7.26% | 7.26% | |||||||
U.S. Program with Consent of CMCRV and Program Administrative Agent | |||||||||
Debt Instrument [Line Items] | |||||||||
Transfer of Accounts Receivable Program, Face Amount | $ 300,000,000 | ||||||||
Credit Agreement Maturing March 2026 | Revolving credit agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 400,000,000 |
CREDIT ARRANGEMENTS (Scheduled
CREDIT ARRANGEMENTS (Scheduled Maturities of Long-term Debt) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Jan. 31, 2022 | Aug. 31, 2021 |
Long-term Debt, Fiscal Year Maturity [Abstract] | |||
2023 | $ 369,819 | ||
2024 | 11,535 | ||
2025 | 9,288 | ||
2026 | 9,275 | ||
2027 | 3,653 | ||
Thereafter | 1,051,597 | ||
Total long-term debt, excluding finance leases | 1,455,167 | ||
Less debt issuance costs | (16,496) | $ (9,400) | $ (8,141) |
Total long-term debt outstanding, excluding finance leases | $ 1,443,509 |
NEW MARKETS TAX CREDIT TRANSA_3
NEW MARKETS TAX CREDIT TRANSACTIONS (Details) $ in Millions | 12 Months Ended | 24 Months Ended | |
Aug. 31, 2022 USD ($) | Dec. 31, 2017 numberOfTaxCreditTransactions | Aug. 31, 2021 USD ($) | |
Income Tax Contingency [Line Items] | |||
Number of New Markets Tax Credit transactions | numberOfTaxCreditTransactions | 3 | ||
Other Noncurrent Liabilities | |||
Income Tax Contingency [Line Items] | |||
Deferred revenue | $ 27.2 | ||
Other Current Liabilities | |||
Income Tax Contingency [Line Items] | |||
Accrued expenses and other payables | $ 17.7 | ||
Fund 156 | Micro Mill | |||
Income Tax Contingency [Line Items] | |||
USBCDC Capital Contribution | 17.7 | ||
Commonwealth Loan | $ 35.3 | ||
Commonwealth Loan Rate (Percent) | 1.08% | ||
QEI to CDE | $ 51.5 | ||
Fund 156 | Micro Mill | Qualified Equity Investment Loans | CMC Steel Oklahoma, LLC | |||
Income Tax Contingency [Line Items] | |||
CDE Loan | 50.7 | ||
Fund 249 | Spooler Project | |||
Income Tax Contingency [Line Items] | |||
USBCDC Capital Contribution | 6.7 | ||
Commonwealth Loan | $ 14 | ||
Commonwealth Loan Rate (Percent) | 1.39% | ||
QEI to CDE | $ 20 | ||
Fund 249 | Spooler Project | Qualified Equity Investment Loans | CMC Steel Oklahoma, LLC | |||
Income Tax Contingency [Line Items] | |||
CDE Loan | $ 19.4 | ||
Fund 219 | |||
Income Tax Contingency [Line Items] | |||
Period at end of which Company may be entitled or obligated to repurchase interest in the fund | 8 years | ||
Fund 219 and Fund 222 | T-post Shop | |||
Income Tax Contingency [Line Items] | |||
USBCDC Capital Contribution | $ 5 | ||
Commonwealth Loan | $ 10.4 | ||
Commonwealth Loan Rate (Percent) | 1.16% | ||
QEI to CDE | $ 15 | ||
Fund 219 and Fund 222 | T-post Shop | Qualified Equity Investment Loans | CMC Steel Oklahoma, LLC | |||
Income Tax Contingency [Line Items] | |||
CDE Loan | $ 14.7 | ||
Fund 156 and Fund 249 | |||
Income Tax Contingency [Line Items] | |||
Period at end of which Company may be entitled or obligated to repurchase interest in the fund | 7 years | ||
Fund 222 | Qualified Equity Investment Loans | |||
Income Tax Contingency [Line Items] | |||
CDE Loan | $ 2.1 |
DERIVATIVES (Narrative) (Detail
DERIVATIVES (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Derivative [Line Items] | ||
Gain from components excluded from assessment of cash flow hedge effectiveness | $ 21.7 | |
Foreign exchange | ||
Derivative [Line Items] | ||
Derivative notional amount | 253.5 | $ 389.5 |
Commodity | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 205.1 | $ 213.4 |
DERIVATIVES - Commodity Contrac
DERIVATIVES - Commodity Contract Commitments (Details) | 12 Months Ended |
Aug. 31, 2022 MMBTU MWh t | |
Aluminum | Long | |
Derivative [Line Items] | |
Commodity contract commitments | 3,700 |
Aluminum | Short | |
Derivative [Line Items] | |
Commodity contract commitments | 1,700 |
Copper | Long | |
Derivative [Line Items] | |
Commodity contract commitments | 635 |
Copper | Short | |
Derivative [Line Items] | |
Commodity contract commitments | 9,310 |
Electricity | Long | |
Derivative [Line Items] | |
Energy contract commitments | MWh | 1,676,000 |
Natural Gas | Long | |
Derivative [Line Items] | |
Energy contract commitments | MMBTU | 4,850,300 |
DERIVATIVES (Derivatives Not De
DERIVATIVES (Derivatives Not Designated as Hedging Instruments) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net unrealized holding gain (loss) | $ 138,634 | $ 35,492 | $ (12,136) |
Commodity | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net unrealized holding gain (loss) | 138,534 | 35,392 | (12,136) |
Commodity | Cost of goods sold | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) before taxes for derivatives not designated as hedging instruments | 15,862 | (18,035) | (5,963) |
Foreign exchange | SG&A expenses | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) before taxes for derivatives not designated as hedging instruments | $ (6,547) | $ (3,674) | $ 220 |
FAIR VALUE (Financial Assets an
FAIR VALUE (Financial Assets and Financial Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) | Aug. 31, 2022 | Aug. 31, 2021 | |
Commodity | Significant Unobservable Inputs (Level 3) | Valuation Technique, Discounted Cash Flow | Low | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Energy Floating Rate | $ 460.11 | $ 240.09 | |
Commodity | Significant Unobservable Inputs (Level 3) | Valuation Technique, Discounted Cash Flow | High | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Energy Floating Rate | 1,298.53 | 374.92 | |
Commodity | Significant Unobservable Inputs (Level 3) | Valuation Technique, Discounted Cash Flow | Average | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Energy Floating Rate | 717.22 | 286.06 | |
Fair value, measurements, recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market investments | 572,384,000 | [1] | 441,297,000 |
Fair value, measurements, recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market investments | 572,384,000 | [1] | 441,297,000 |
Fair value, measurements, recurring | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market investments | 0 | [1] | 0 |
Fair value, measurements, recurring | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market investments | 0 | [1] | 0 |
Fair value, measurements, recurring | Commodity | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 160,847,000 | [2] | 27,323,000 |
Derivative liabilities | 1,260,000 | [2] | 1,352,000 |
Fair value, measurements, recurring | Commodity | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 17,347,000 | [2] | 910,000 |
Derivative liabilities | 1,260,000 | [2] | 1,352,000 |
Fair value, measurements, recurring | Commodity | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | [2] | 0 |
Derivative liabilities | 0 | [2] | 0 |
Fair value, measurements, recurring | Commodity | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 143,500,000 | [2] | 26,413,000 |
Derivative liabilities | 0 | [2] | 0 |
Fair value, measurements, recurring | Foreign exchange | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 1,296,000 | [2] | 2,537,000 |
Derivative liabilities | 3,126,000 | [2] | 1,880,000 |
Fair value, measurements, recurring | Foreign exchange | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | [2] | 0 |
Derivative liabilities | 0 | [2] | 0 |
Fair value, measurements, recurring | Foreign exchange | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 1,296,000 | [2] | 2,537,000 |
Derivative liabilities | 3,126,000 | [2] | 1,880,000 |
Fair value, measurements, recurring | Foreign exchange | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | 0 | [2] | 0 |
Derivative liabilities | $ 0 | [2] | $ 0 |
[1](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] (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 the 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 11, 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 during 2022 and 2021: Floating Rate (PLN) Year Ended August 31, Low High Average 2022 460.11 1,298.53 717.22 2021 240.09 374.92 286.06 Below is a reconciliation of the beginning and ending balances of the Level 3 commodity derivative recognized in the 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 gains and losses in other comprehensive income ("OCI") in 2022, 2021 and 2020. |
FAIR VALUE (Reconciliation of C
FAIR VALUE (Reconciliation of Commodity Derivative Recognized in Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement of Other Comprehensive Income or Comprehensive Income [Extensible Enumeration] | Other comprehensive income (loss) | Other comprehensive income (loss) | Other comprehensive income (loss) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of goods and services sold | Cost of goods and services sold | Cost of goods and services sold |
Commodity | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | $ 26,413 | $ (15,007) | $ 0 |
New commodity contract | 1,083 | ||
Recognized in OCI | 138,760 | 43,798 | (16,090) |
Recognized in earnings | (21,673) | (2,378) | 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | $ 143,500 | $ 26,413 | $ (15,007) |
FAIR VALUE FAIR VALUE (Financia
FAIR VALUE FAIR VALUE (Financial Assets and Liabilities Not Required to Be Measured at Fair Value) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 | Feb. 28, 2021 | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | $ 1,513,703 | $ 1,077,922 | ||
2027 Notes | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | 0 | 300,000 | ||
2027 Notes | Significant Other Observable Inputs (Level 2) | Fair Value | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | [1] | 0 | 316,839 | |
2026 Notes | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | $ 350,000 | |||
2023 Notes | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | 330,000 | 330,000 | ||
2023 Notes | Significant Other Observable Inputs (Level 2) | Fair Value | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | [1] | 330,182 | 348,071 | |
Short-term borrowings | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | 26,390 | 26,560 | ||
Short-term borrowings | Significant Other Observable Inputs (Level 2) | Fair Value | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | 26,390 | 26,560 | ||
$300 million notes at 3.875% due February 2031 | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | 300,000 | 300,000 | ||
$300 million notes at 3.875% due February 2031 | Significant Other Observable Inputs (Level 2) | Fair Value | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | 249,888 | 306,279 | ||
Series 2022 Bonds, due 2047 | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | 145,060 | 0 | ||
Series 2022 Bonds, due 2047 | Significant Other Observable Inputs (Level 2) | Fair Value | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | 126,652 | |||
$300 million notes at 4.375% due March 2032 | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | 300,000 | 0 | ||
$300 million notes at 4.375% due March 2032 | Significant Other Observable Inputs (Level 2) | Fair Value | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | 256,488 | 0 | ||
$300 million notes at 4.125% due February 2030 | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | 300,000 | 0 | ||
$300 million notes at 4.125% due February 2030 | Significant Other Observable Inputs (Level 2) | Fair Value | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | 263,372 | 0 | ||
Revolving credit agreement | Poland Term Loan | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | 32,439 | 49,726 | ||
Revolving credit agreement | Poland Term Loan | Significant Other Observable Inputs (Level 2) | Fair Value | ||||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||||
Financial liabilities | $ 32,439 | $ 49,726 | ||
[1](1) The fair value of the notes and the Series 2022 Bonds were determined based on indicated market values. |
INCOME TAX (Components of Earni
INCOME TAX (Components of Earnings from Continuing Operations before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 1,197,769 | $ 413,616 | $ 334,170 |
Foreign | 317,378 | 120,402 | 36,608 |
Earnings from continuing operations before income taxes | $ 1,515,147 | $ 534,018 | $ 370,778 |
INCOME TAX (Income Taxes Includ
INCOME TAX (Income Taxes Included in the Consolidated Statements of Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Current: | |||
United States | $ 122,334 | $ 113,696 | $ 26,901 |
Foreign | 63,912 | 25,642 | 7,588 |
State and local | 20,228 | 19,458 | 7,133 |
Current taxes | 206,474 | 158,796 | 41,622 |
Deferred: | |||
United States | 81,162 | (10,563) | 45,771 |
Foreign | (3,388) | (2,512) | (43) |
State and local | 13,637 | (24,568) | 5,832 |
Deferred taxes | 91,411 | (37,643) | 51,560 |
Total income taxes on income | 297,885 | 121,153 | 93,182 |
Income taxes on discontinued operations | 0 | 0 | 706 |
Income taxes on continuing operations | $ 297,885 | $ 121,153 | $ 92,476 |
INCOME TAX (Reconciliation of F
INCOME TAX (Reconciliation of Federal Statutory Rate to Effective Tax Rate from Continuing Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Income Tax Contingency [Line Items] | |||
Income tax expense at statutory rate | $ 318,181 | $ 112,144 | $ 77,863 |
State and local taxes (3)(4) | 26,753 | (3,838) | 9,895 |
Foreign tax impairment on valuation of subsidiaries | 0 | (29,866) | 5,084 |
Global intangible low-taxed income | 685 | 17,263 | 1,252 |
Change in valuation allowance | (447) | 37,092 | 968 |
Nontaxable foreign interest | 3 | (14,617) | 8 |
Capital loss | (34,736) | 0 | 0 |
Research and development credit | (13,102) | (1,289) | (563) |
Other | 548 | 4,264 | (2,031) |
Income tax expense on continuing operations | $ 297,885 | $ 121,153 | $ 92,476 |
Effective income tax rate from continuing operations | 19.70% | 22.70% | 24.90% |
INCOME TAX (Deferred Tax Assets
INCOME TAX (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Deferred tax assets: | ||
Net operating losses and credits | $ 300,787 | $ 291,145 |
Deferred compensation and employee benefits | 39,095 | 64,693 |
Reserves and other accrued expenses | 11,730 | 13,846 |
ROU operating lease liabilities | 33,398 | 28,915 |
Other | 17,253 | 3,817 |
Total deferred tax assets | 402,263 | 402,416 |
Valuation allowance for deferred tax assets | (268,547) | (278,099) |
Deferred tax assets, net | 133,716 | 124,317 |
Deferred tax liabilities: | ||
Property, plant and equipment | (261,638) | (180,925) |
ROU operating lease assets | (32,444) | (26,950) |
Deferred Tax Liabilities, Intangible Assets | 48,558 | 0 |
Deferred Tax Assets, Derivative Instruments | 27,324 | 5,123 |
Other | (14,054) | (3,817) |
Net deferred tax liabilities | (384,018) | (216,815) |
Total deferred tax liabilities | $ (250,302) | $ (92,498) |
INCOME TAX (Narrative) (Details
INCOME TAX (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Valuation allowance, increase (decrease), amount | $ (9,600) | |
Deferred Tax Assets, Valuation Allowance | 268,547 | $ 278,099 |
State | ||
Net operating losses carry forward | 365,500 | |
Deferred Tax Assets, Valuation Allowance | 19,900 | |
Federal | ||
Net operating losses carry forward | 65,800 | |
Foreign | ||
Net operating losses carry forward | $ 922,400 |
INCOME TAX (Unrecognized Tax Be
INCOME TAX (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized Tax Benefits, Beginning Balance | $ 5,531 | $ 8,652 | $ 8,652 |
Change for tax positions of prior years | 6,755 | 0 | 0 |
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 17,461 | 0 | 0 |
Reductions due to lapse of statute of limitations | 0 | (3,121) | 0 |
Unrecognized Tax Benefits, Ending Balance | $ 29,747 | $ 5,531 | $ 8,652 |
STOCK-BASED COMPENSATION PLAN_2
STOCK-BASED COMPENSATION PLANS (Stock-Based Awards Granted) (Details) - shares | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Restricted Stock Awards/Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, number | 652,951 | 847,872 | 997,454 |
Performance Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, number | 328,734 | 406,098 | 536,022 |
STOCK-BASED COMPENSATION PLAN_3
STOCK-BASED COMPENSATION PLANS (Narrative) (Details) $ in Millions | 12 Months Ended | ||
Aug. 31, 2022 USD ($) Interval shares | Aug. 31, 2021 USD ($) shares | Aug. 31, 2020 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ | $ 47 | $ 43.7 | $ 31.9 |
Total unrecognized compensation cost | $ | $ 15.6 | ||
Period of unrecognized compensation to be recognized | 3 years | ||
Shares available for future grants | 4,575,646 | ||
Fair value of shares vested | $ | $ 30.5 | $ 25.6 | $ 26.7 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards and performance stock units, granted, shares | 652,951 | 847,872 | 997,454 |
Restricted stock units | United States | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting frequency | Interval | 3 | ||
Performance Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards and performance stock units, granted, shares | 328,734 | 406,098 | 536,022 |
Performance Awards | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Payout percentage | 50% | ||
Performance Awards | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Payout percentage | 200% | ||
Performance Awards | EBITDA | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage that performance targets are weighted | 75% | 75% | 75% |
Performance Awards | Relative total stockholder return | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage that performance targets are weighted | 25% | 25% | 25% |
Liability awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards and performance stock units, granted, shares | 261,275 | 323,880 | |
Equivalent number of awards outstanding | 591,483 | ||
Equivalent number of shares expected to vest | 561,908 | ||
Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for future grants | 1,306,694 | ||
Maximum number of shares per employee | 500 | ||
Purchase discount from market price | 15% | 15% | 15% |
STOCK-BASED COMPENSATION PLAN_4
STOCK-BASED COMPENSATION PLANS (Restricted Stock Awards and Performance Stock Units Excluding the Cash Component) (Details) - Restricted stock units and performance stock units excluding the cash component - $ / shares | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding number, beginning balance | 2,190,795 | 2,245,637 | 2,279,568 |
Granted, number | 1,466,628 | 1,519,153 | 1,529,212 |
Vested, number | (1,617,943) | (1,451,846) | (1,417,552) |
Forfeited, number | (45,850) | (122,149) | (145,591) |
Outstanding number, ending balance | 1,993,630 | 2,190,795 | 2,245,637 |
Outstanding, weighted average grant-date fair value, beginning balance | $ 20.67 | $ 18.79 | $ 15.99 |
Granted, weighted average grant-date fair value | 28.16 | 20.49 | 18.32 |
Vested, weighted average grant-date fair value | 18.84 | 17.62 | 18.80 |
Forfeited, weighted average grant-date fair value | 23.57 | 20.19 | 21.35 |
Outstanding, weighted average grant-date fair value, ending balance | $ 27.59 | $ 20.67 | $ 18.79 |
STOCK-BASED COMPENSATION PLAN_5
STOCK-BASED COMPENSATION PLANS (Yearly Activity of Stock Purchase Plan) (Details) - $ / shares | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for future issuance | 4,575,646 | ||
Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares subscribed | 279,370 | 347,510 | 347,870 |
Price per share | $ 29.90 | $ 17.14 | $ 18.80 |
Shares purchased | 313,790 | 292,690 | 365,990 |
Price per share | $ 17.14 | $ 18.80 | $ 13.80 |
Shares available for future issuance | 1,306,694 |
EMPLOYEES' RETIREMENT PLANS (Na
EMPLOYEES' RETIREMENT PLANS (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Compensation expense under defined contribution profit sharing and savings plan and BRP Plan | $ 34,000,000 | $ 47,000,000 | $ 37,300,000 |
Expected future employer contributions in fiscal 2021 | 0 | ||
SG&A expenses | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Compensation expense under defined contribution profit sharing and savings plan and BRP Plan | 7,200,000 | 25,500,000 | 15,900,000 |
BRP plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Deferred compensation liability | 43,100,000 | 51,200,000 | |
Current value of segregated assets | 57,900,000 | 69,400,000 | |
Net holding gain on segregated assets | (7,100,000) | 10,100,000 | $ 6,000,000 |
Other Long-term Liabilities | BRP plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Deferred compensation liability | 40,000,000 | 45,400,000 | |
Accrued Expenses and Other Payables | BRP plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Deferred compensation liability | $ 3,100,000 | $ 5,800,000 |
EMPLOYEES' RETIREMENT PLANS (Be
EMPLOYEES' RETIREMENT PLANS (Benefit Obligation and Fair Value of Plan Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
U.K. Pension Plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | $ 0 | ||
Acquisition | 68,966 | ||
Service cost | 0 | ||
Interest cost | 635 | ||
Amortization of net actuarial gain | (11,107) | ||
Benefits paid | (942) | ||
Defined Benefit Plan, Benefit Obligation, Foreign Currency Translation Gain (Loss) | 5,510 | ||
Benefit obligation at end of year | 52,042 | $ 0 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 0 | ||
Acquisition | 83,586 | ||
Actual return on plan assets | (15,718) | ||
Administrative expenses | 0 | ||
Employer contributions | 73 | ||
Benefits paid | (942) | ||
Defined Benefit Plan, Plan Assets, Foreign Currency Translation Gain (Loss) | 6,545 | ||
Fair value of plan assets at end of year | 60,454 | 0 | |
Funded status at end of year (net asset (liability) recognized in the consolidated balance sheets as of August 31,) | 8,412 | ||
Net actuarial (gain) loss | 5,666 | ||
U.S. Pension Plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | 33,687 | 36,130 | |
Acquisition | 0 | 0 | |
Service cost | 0 | 0 | $ 335 |
Interest cost | 709 | 724 | 892 |
Amortization of net actuarial gain | (6,010) | (1,557) | |
Benefits paid | (1,818) | (1,610) | |
Defined Benefit Plan, Benefit Obligation, Foreign Currency Translation Gain (Loss) | 0 | 0 | |
Benefit obligation at end of year | 26,568 | 33,687 | 36,130 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 34,126 | 29,201 | |
Acquisition | 0 | 0 | |
Actual return on plan assets | (7,407) | 4,042 | |
Administrative expenses | (461) | (52) | |
Employer contributions | 0 | 2,545 | |
Benefits paid | (1,818) | (1,610) | |
Defined Benefit Plan, Plan Assets, Foreign Currency Translation Gain (Loss) | 0 | 0 | |
Fair value of plan assets at end of year | 24,440 | 34,126 | $ 29,201 |
Funded status at end of year (net asset (liability) recognized in the consolidated balance sheets as of August 31,) | (2,128) | 439 | |
Net actuarial (gain) loss | $ 2,278 | $ (1,110) |
EMPLOYEES' RETIREMENT PLANS (Ne
EMPLOYEES' RETIREMENT PLANS (Net Periodic Benefit Cost) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, General and Administrative Expense | Selling, General and Administrative Expense | Selling, General and Administrative Expense |
Settlements, curtailments and other | $ (3,200) | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Other Cost (Credit), Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of goods and services sold | Cost of goods and services sold | Cost of goods and services sold |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Amortization of Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, General and Administrative Expense | Selling, General and Administrative Expense | Selling, General and Administrative Expense |
U.K. Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 0 | ||
Expected administrative expenses | 0 | ||
Interest cost | 635 | ||
Expected return on plan assets | (1,067) | ||
Special termination benefits | 0 | ||
Settlements, curtailments and other | 0 | ||
Total net periodic benefit (gain) cost | (432) | ||
Net actuarial (gain) loss arising during measurement period | 5,666 | ||
Amortization of net actuarial gain | 0 | ||
Total (gain) loss recognized in other comprehensive income | 5,666 | ||
U.S. Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 0 | $ 0 | $ 335 |
Expected administrative expenses | 50 | 290 | 450 |
Interest cost | 709 | 724 | 892 |
Expected return on plan assets | (1,579) | (1,493) | (1,334) |
Special termination benefits | 0 | 0 | 1,918 |
Settlements, curtailments and other | 0 | 0 | 1,314 |
Total net periodic benefit (gain) cost | (820) | (479) | 3,575 |
Net actuarial (gain) loss arising during measurement period | 3,388 | (4,344) | 3,642 |
Amortization of net actuarial gain | 0 | 0 | (3,232) |
Total (gain) loss recognized in other comprehensive income | $ 3,388 | $ (4,344) | $ 410 |
EMPLOYEES' RETIREMENT PLANS (We
EMPLOYEES' RETIREMENT PLANS (Weighted-average Assumptions) (Details) - USD ($) | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Net Periodic Benefit Cost | |||
Effective rate for interest on benefit obligations, remeasured | 2.90% | ||
Effective rate for service cost, remeasured | 3.50% | ||
Expected future employer contributions in fiscal 2021 | $ 0 | ||
U.K. Pension Plan | |||
Defined Benefit Plan Obligations | |||
Effective discount rate for benefit obligations | 4.30% | ||
Expected long-term rate of return on plan assets | 4% | ||
Net Periodic Benefit Cost | |||
Effective rate for interest on benefit obligations | 2.90% | ||
Expected long-term rate of return | 0.040 | ||
U.S. Pension Plan | |||
Defined Benefit Plan Obligations | |||
Effective discount rate for benefit obligations | 4.70% | 2.90% | |
Expected long-term rate of return on plan assets | 4.70% | 4.80% | |
Net Periodic Benefit Cost | |||
Effective rate for interest on benefit obligations | 2.20% | 2.10% | 2.80% |
Effective rate for service cost | 3.30% | ||
Expected long-term rate of return | 0.050 | 0.050 | 0.060 |
EMPLOYEES' RETIREMENT PLANS (_2
EMPLOYEES' RETIREMENT PLANS (Weighted-average Asset Allocations (Details) | Aug. 31, 2022 | Aug. 31, 2021 |
U.K. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, actual allocation (percent) | 100% | |
U.S. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, actual allocation (percent) | 100% | 100% |
Fixed income securities | U.K. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, actual allocation (percent) | 71.40% | |
Fixed income securities | U.S. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, actual allocation (percent) | 98% | 64.10% |
Fixed income securities | Minimum | U.K. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, target allocation (percent) | 70% | |
Fixed income securities | Minimum | U.S. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, target allocation (percent) | 95% | |
Fixed income securities | Maximum | U.K. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, target allocation (percent) | 75% | |
Fixed income securities | Maximum | U.S. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, target allocation (percent) | 100% | |
Equity securities: | U.K. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, actual allocation (percent) | 12.40% | |
Equity securities: | U.S. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, actual allocation (percent) | 0% | 34.10% |
Equity securities: | Minimum | U.K. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, target allocation (percent) | 10% | |
Equity securities: | Minimum | U.S. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, target allocation (percent) | 0% | |
Cash and other | U.K. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, actual allocation (percent) | 16.20% | |
Cash and other | U.S. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, actual allocation (percent) | 2% | 1.80% |
Cash and other | Minimum | U.K. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, target allocation (percent) | 15% | |
Cash and other | Minimum | U.S. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, target allocation (percent) | 0% | |
Cash and other | Maximum | U.K. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, target allocation (percent) | 20% | |
Cash and other | Maximum | U.S. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, target allocation (percent) | 5% | |
Equity Securities | Maximum | U.K. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, target allocation (percent) | 15% | |
Equity Securities | Maximum | U.S. Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension assets, target allocation (percent) | 0% |
EMPLOYEES' RETIREMENT PLANS (Fa
EMPLOYEES' RETIREMENT PLANS (Fair Value of Plan Assets) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of Plan assets | $ 60,454 | ||
U.S. Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 24,440 | $ 34,126 | $ 29,201 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of Plan assets | 24,440 | 34,126 | |
Fixed income securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 43,160 | ||
Fixed income securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Fixed income securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 23,958 | 21,890 | |
Fixed income securities | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 35,849 | ||
Fixed income securities | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 7,311 | ||
Cash and other | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 9,780 | ||
Cash and other | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 530 | ||
Cash and other | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 482 | 595 | |
Cash and other | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 7,676 | ||
Cash and other | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,574 | ||
Equity securities: | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 7,514 | ||
Equity securities: | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Equity securities: | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | $ 11,641 | |
Equity securities: | Significant Other Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 7,514 | ||
Equity securities: | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 0 |
EMPLOYEES' RETIREMENT PLANS (Fu
EMPLOYEES' RETIREMENT PLANS (Future Pension Benefit Payments) (Details) $ in Thousands | Aug. 31, 2022 USD ($) |
U.K. Pension Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2023 | $ 2,601 |
2024 | 2,670 |
2025 | 2,738 |
2026 | 2,809 |
2027 | 2,882 |
Next five years | 15,576 |
U.S. Pension Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2023 | 1,820 |
2024 | 1,796 |
2025 | 1,771 |
2026 | 1,744 |
2027 | 1,731 |
Next five years | $ 8,512 |
CAPITAL STOCK (Narrative) (Deta
CAPITAL STOCK (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | Oct. 13, 2021 | Oct. 27, 2014 | |
Stockholders' Equity Note [Abstract] | |||||
Share repurchase program, authorized amount | $ 350 | $ 100 | |||
Share repurchase program, remaining authorized repurchase amount | $ 188.1 | ||||
Preferred stock, shares authorized (shares) | 2,000,000,000,000 | 2,000,000,000,000 | |||
Preferred stock, par value per share (in USD per share) | $ 1 | $ 1 | |||
Preferred stock, shares outstanding (shares) | 0 | 0 | |||
Treasury stock acquired (in shares) | 4,496,628 | 0 | 0 | ||
Treasury Stock Acquired, Average Cost Per Share | $ 36 |
EARNINGS PER SHARE (Calculation
EARNINGS PER SHARE (Calculations of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net earnings from continuing operations | $ 1,217,262 | $ 412,865 | $ 278,302 |
Earnings Per Share, Basic [Abstract] | |||
Average basic shares outstanding (in shares) | 120,648,090 | 120,338,357 | 118,921,854 |
Basic earnings per share from continuing operations attributable to CMC (USD per share) | $ 10.09 | $ 3.43 | $ 2.34 |
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |||
Effect of dilutive securities (in shares) | 1,724,296 | 1,645,140 | 1,387,767 |
Diluted earnings per share from continuing operations attributable to CMC (USD per share) | $ 9.95 | $ 3.38 | $ 2.31 |
Weighted Average Number of Shares Outstanding, Diluted, Total | 122,372,386 | 121,983,497 | 120,309,621 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - CERCLA sites - USD ($) $ in Millions | Aug. 31, 2022 | Aug. 31, 2021 |
Loss Contingencies [Line Items] | ||
Total environmental liabilities | $ 5.3 | $ 7.1 |
Long-term environmental liabilities | $ 2 | $ 2.3 |
ACCRUED EXPENSES AND OTHER PA_3
ACCRUED EXPENSES AND OTHER PAYABLES (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 |
Payables and Accruals [Abstract] | ||
Salaries and incentive compensation | $ 187,586 | $ 166,332 |
Taxes other than income taxes | 72,874 | 57,548 |
Worker's compensation and general liability insurance | 40,529 | 38,618 |
Accrued Utilities | $ 28,063 | $ 22,139 |
OPERATING SEGMENTS (Narrative)
OPERATING SEGMENTS (Narrative) (Details) | 12 Months Ended |
Aug. 31, 2022 segments | |
Segment Reporting [Abstract] | |
Number of reporting segments | 2 |
OPERATING SEGMENTS (Summary of
OPERATING SEGMENTS (Summary of Certain Financial Information from Continuing Operations by Reportable Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | ||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 8,913,481 | $ 6,729,760 | $ 5,476,486 | |
Adjusted operating profit (loss) | 1,745,806 | 754,284 | 576,608 | |
Interest expense | 50,709 | 51,904 | 61,837 | |
Capital expenditures | 449,988 | 184,165 | 187,618 | |
Asset impairments | 4,926 | 6,784 | 7,611 | |
Total assets | 6,237,027 | 4,638,671 | ||
Continuing Operations | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 8,913,481 | 6,729,760 | 5,476,486 | |
Adjusted operating profit (loss) | 1,745,806 | 754,284 | 576,608 | |
Interest expense | [1] | 50,709 | 51,904 | 61,837 |
Capital expenditures | 449,988 | 184,165 | 187,618 | |
Depreciation and amortization | 175,024 | 167,613 | 165,749 | |
Asset impairments | 4,926 | 6,784 | 7,611 | |
Total assets | [2] | 6,237,027 | 4,638,671 | 4,081,728 |
Segments | North America | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 7,298,632 | 5,670,976 | 4,769,933 | |
Adjusted operating profit (loss) | 1,553,858 | 746,594 | 661,176 | |
Interest expense | [1] | 26,798 | 25,131 | 48,413 |
Capital expenditures | 415,157 | 134,932 | 127,982 | |
Depreciation and amortization | 135,322 | 132,192 | 132,492 | |
Asset impairments | 4,915 | 6,360 | 7,606 | |
Total assets | [2] | 4,467,314 | 3,221,465 | 2,862,805 |
Segments | Europe | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,621,642 | 1,049,059 | 699,140 | |
Adjusted operating profit (loss) | 346,051 | 148,258 | 62,007 | |
Interest expense | [1] | 3,819 | 476 | 982 |
Capital expenditures | 27,783 | 44,002 | 48,895 | |
Depreciation and amortization | 31,250 | 27,516 | 25,674 | |
Asset impairments | 11 | 424 | 5 | |
Total assets | [2] | 1,056,101 | 729,766 | 532,850 |
Segments | Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted operating profit (loss) | (154,103) | (140,568) | (146,575) | |
Interest expense | [1] | 20,092 | 26,297 | 12,442 |
Capital expenditures | 7,048 | 5,231 | 10,741 | |
Depreciation and amortization | 8,452 | 7,905 | 7,583 | |
Asset impairments | 0 | 0 | 0 | |
Total assets | [2] | $ 713,612 | $ 687,440 | $ 686,073 |
[1]Includes intercompany interest expense in the segments, which is eliminated within Corporate and Other.[2]Total assets listed in Corporate and Other at 2020 include assets from discontinued operations |
OPERATING SEGMENTS (Reconciliat
OPERATING SEGMENTS (Reconciliations of Earnings from Continuing Operations to Adjusted Operating Profit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Segment Reporting [Abstract] | |||
Net earnings from continuing operations | $ 1,217,262 | $ 412,865 | $ 278,302 |
Interest expense | (50,709) | (51,904) | (61,837) |
Income taxes | (297,885) | (121,153) | (92,476) |
Amortization of acquired unfavorable contract backlog | 0 | (6,035) | (29,367) |
Impairment of assets | (4,926) | (6,784) | (7,611) |
Adjusted EBITDA | $ 1,745,806 | $ 754,284 | $ 576,608 |
OPERATING SEGMENTS (External Ne
OPERATING SEGMENTS (External Net Sales from Continuing Operations by Major Product) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | $ 8,913,481 | $ 6,729,760 | $ 5,476,486 |
Segments | North America | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 7,298,632 | 5,670,976 | 4,769,933 |
Segments | Europe | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 1,621,642 | 1,049,059 | 699,140 |
Intersegment | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 0 | 0 | 0 |
Intersegment | North America | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 1,989 | 0 | 0 |
Intersegment | Europe | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 2,071 | 1,814 | 1,509 |
Corporate | Segments | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | (6,793) | 9,725 | 7,413 |
Corporate | Intersegment | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | (4,060) | (1,814) | (1,509) |
Unaffiliated Customers | Segments | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 8,913,481 | 6,729,760 | 5,476,486 |
Unaffiliated Customers | Segments | North America | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 7,296,643 | 5,670,976 | 4,769,933 |
Unaffiliated Customers | Segments | Europe | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 1,619,571 | 1,047,245 | 697,631 |
Unaffiliated Customers | Corporate | Segments | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | (2,733) | 11,539 | 8,922 |
Raw material products | Segments | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 1,529,366 | 1,182,838 | 728,205 |
Raw material products | Segments | North America | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 1,504,107 | 1,162,997 | 718,513 |
Raw material products | Segments | Europe | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 25,259 | 19,841 | 9,692 |
Raw material products | Corporate | Segments | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 0 | 0 | 0 |
Steel products | Segments | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 4,190,812 | 3,098,637 | 2,285,603 |
Steel products | Segments | North America | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 2,955,121 | 2,289,975 | 1,738,556 |
Steel products | Segments | Europe | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 1,235,691 | 808,662 | 547,047 |
Steel products | Corporate | Segments | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 0 | 0 | 0 |
Downstream products | Segments | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 2,537,870 | 2,006,367 | 2,062,358 |
Downstream products | Segments | North America | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 2,245,734 | 1,814,192 | 1,943,126 |
Downstream products | Segments | Europe | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 292,136 | 192,175 | 119,232 |
Downstream products | Corporate | Segments | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 0 | 0 | 0 |
Other | Segments | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 174,637 | 152,274 | 124,505 |
Other | Segments | North America | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 138,164 | 114,168 | 93,923 |
Other | Segments | Europe | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 39,206 | 26,567 | 21,660 |
Other | Corporate | Segments | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | (2,733) | 11,539 | 8,922 |
Construction Related Solutions | Segments | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 480,796 | 289,644 | 275,815 |
Construction Related Solutions | Segments | North America | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 453,517 | 289,644 | 275,815 |
Construction Related Solutions | Segments | Europe | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | 27,279 | 0 | 0 |
Construction Related Solutions | Corporate | Segments | |||
Entity-Wide Information, Revenue from External Customer [Line Items] | |||
Net sales | $ 0 | $ 0 | $ 0 |
OPERATING SEGMENTS (External _2
OPERATING SEGMENTS (External Net Sales from Continuing Operations by Geographic Area) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 8,913,481 | $ 6,729,760 | $ 5,476,486 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 6,793,023 | 5,295,447 | 4,562,351 |
Poland | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 1,078,986 | 793,075 | 549,983 |
China | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 246,679 | 156,101 | 76,909 |
Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 794,793 | $ 485,137 | $ 287,243 |
OPERATING SEGMENTS (Long-Lived
OPERATING SEGMENTS (Long-Lived Assets by Geographic Area) (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-Lived Assets | $ 2,073,818 | $ 1,699,350 | $ 1,708,344 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-Lived Assets | 1,858,269 | 1,473,745 | 1,483,127 |
Poland | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-Lived Assets | 180,350 | 225,582 | 225,166 |
Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-Lived Assets | $ 35,199 | $ 23 | $ 51 |
SCHEDULE II _ VALUATION AND Q_2
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2020 | ||
Allowance for doubtful accounts | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | $ 5,553 | $ 9,597 | $ 8,403 | |
Additions, Charged to Cost and Expense | 300 | (1,429) | 1,079 | |
Additions, Charged to Other Accounts | [1] | 193 | 138 | 2,220 |
Deductions, Charged to Cost and Expense | 0 | 0 | 0 | |
Deductions, Charged to Other Accounts | [2] | (1,056) | (2,753) | (2,105) |
Balance at End of Period | 4,990 | 5,553 | 9,597 | |
Deferred tax valuation allowance | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | 278,099 | 281,849 | 283,560 | |
Additions, Charged to Cost and Expense | 3,328 | 20,058 | 4,733 | |
Additions, Charged to Other Accounts | 0 | 0 | 0 | |
Deductions, Charged to Cost and Expense | (12,880) | (23,808) | (6,444) | |
Deductions, Charged to Other Accounts | 0 | 0 | 0 | |
Balance at End of Period | $ 268,547 | 278,099 | 281,849 | |
Before Reclassification | Allowance for doubtful accounts | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | $ 9,597 | |||
Balance at End of Period | $ 9,597 | |||
[1]Recoveries and translation adjustments.[2]accounts charged to the allowance. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Advanced Steel Recovery, LLC - Subsequent Event $ in Millions | Sep. 15, 2022 USD ($) T |
Subsequent Event [Line Items] | |
Consideration transferred | $ | $ 48 |
Scrap metal | T | 300,000 |