cmc-20231130

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q

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☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-4304

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COMMERCIAL METALS COMPANY

(Exact Name of Registrant as Specified in Its Charter)


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

6565 N. MacArthur Blvd., Irving, Texas 75039

(Address of Principal Executive Offices) (Zip Code)

(214) 689-4300

(Registrant's Telephone Number, Including Area Code)

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value

CMC

New York Stock Exchange

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

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

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


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

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

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

Yes ☐ No ☒

As of January 5, 2024, 116,387,828 shares of the registrant's common stock, par value $0.01 per share, were outstanding.

COMMERCIAL METALS COMPANY AND SUBSIDIARIES

TABLE OF CONTENTS



PART I — FINANCIAL INFORMATION			3

Item 1. Financial Statements			3
Condensed Consolidated Statements of Earnings (Unaudited) - Three months ended November 3 0 , 2023 and 2022			3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - Three months ended November 3 0 , 2023 and 2022			4
Condensed Consolidated Balance Sheets (Unaudited) - November 3 0 , 2023 and August 31, 20 23			5
Condensed Consolidated Statements of Cash Flows (Unaudited) - Three months ended November 3 0 , 2023 and 2022			6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Three months ended November 3 0 , 2023 and 2022			7
Notes to Condensed Consolidated Financial Statements (Unaudited)			8
Note 1. Nature of Operations and Accounting Policies			8
Note 2. Changes in Business			10
Note 3. Accumulated Other Comprehensive Income (Loss)			10
Note 4. Revenue Recognition			11
Note 5. Inventories, Net			12
Note 6. Goodwill and Other Intangibles			12
Note 7. Credit Arrangements			14
Note 8 . Derivatives			15
Note 9 . Fair Value			16
Note 1 0 . Stock-Based Compensation Plans			18
Note 1 1 . Stockholders' Equity and Earnings Per Share			19
Note 1 2 . Commitments and Contingencies			19
Note 1 3 . Segment Information			20
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3. Quantitative and Qualitative Disclosures About Market Risk			33
Item 4. Controls and Procedures			33

PART II — OTHER INFORMATION			34

Item 1. Legal Proceedings			34
Item 1A. Risk Factors			34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			34
Item 3. Defaults Upon Senior Securities			34
Item 4. Mine Safety Disclosures			34
Item 5. Other Information			35
Item 6. Exhibits			35
Signature			37

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
	Three Months Ended November 30,
(in thousands, except share and per share data)	2023		2022
Net sales	$	2,003,051	$	2,227,313
Costs and operating expenses:
Cost of goods sold	1,604,068		1,719,414
Selling, general and administrative expenses	162,532		156,355
Interest expense	11,756		13,045



Net costs and operating expenses

SEC Form 10-Q filed by Commercial Metals Company