cmc-20241130

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, 2024

☐ 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 (the "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 December 31, 2024, 113,641,513 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 (Loss) (Unaudited) - Three months ended No vember 30 , 2024 and 2023			3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - Three months ended November 30 , 2024 and 2023			4
Condensed Consolidated Balance Sheets (Unaudited) - November 30 , 2024 and August 31, 20 24			5
Condensed Consolidated Statements of Cash Flows (Unaudited) - Three months ended November 30 , 2024 and 2023			6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Three months ended November 30 , 2024 and 2023			7
Notes to Condensed Consolidated Financial Statements (Unaudited)			8
Note 1. Nature of Operations and Accounting Policies			8
Note 2. Changes in Business			8
Note 3. Accumulated Other Comprehensive Income (Loss)			9
Note 4. Revenue Recognition			9
Note 5. Inventories, Net			10
Note 6. Goodwill and Other Intangibles			10
Note 7. Credit Arrangements			12
Note 8. Derivatives			13
Note 9. Fair Value			14
Note 10. Stock-Based Compensation Plans			16
Note 11. Stockholders' Equity and Earnings (Loss) Per Share			16
Note 12. Commitments and Contingencies			17
Note 13. Segment Information			18
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			29
Item 4. Controls and Procedures			29

PART II — OTHER INFORMATION			30

Item 1. Legal Proceedings			30
Item 1A. Risk Factors			30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			30
Item 3. Defaults Upon Senior Securities			31
Item 4. Mine Safety Disclosures			31
Item 5. Other Information			31
Item 6. Exhibits			31
Signature			33

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) (UNAUDITED)
	Three Months Ended November 30,
(in thousands, except share and per share data)	2024		2023
Net sales	$	1,909,602	$	2,003,051
Costs and operating expenses:
Cost of goods sold	1,601,722		1,604,068
Selling, general and administrative expenses	177,858		162,532
Interest expense	11,322		11,756



Litigation expense	350,000		—
Net costs and operating expenses	2,140,902		1,778,356
Earnings (loss) before income taxes	(231,300)		224,695
Income tax expense (benefit)	(55,582)		48,422
Net earnings (loss)	$	(175,718)	$	176,273

Earnings (loss) per share:
Basic	$	(1.54)	$	1.51
Diluted	(1.54)		1.49

Average basic shares outstanding	114,053,455		116,771,939
Average diluted shares outstanding	114,053,455		118,354,913

See notes to condensed consolidated financial statements.

Table of Contents


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
	Three Months Ended November 30,
(in thousands)	2024		2023
Net earnings (loss)	$	(175,718)	$	176,273
Other comprehensive income (loss), net of income taxes:



Foreign currency translation adjustments	(34,957)		23,493
Derivatives:
Net unrealized holding gain (loss)	420		(42,945)
Reclassification for realized gain	(1,356)		(1,499)
Net unrealized loss on derivatives	(936)		(44,444)



Net other comprehensive loss on defined benefit pension plans	(10)		(9)
Total other comprehensive loss, net of income taxes	(35,903)		(20,960)
Comprehensive income (loss)	$	(211,621)	$	155,313

See notes to condensed consolidated financial statements.

Table of Contents


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share data)	November 30, 2024		August 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	856,104	$	857,922

Accounts receivable (less allowance for doubtful accounts of $3,254 and $3,494)	1,106,139		1,158,946
Inventories, net	960,088		971,755
Prepaid and other current assets	294,588		285,489
Assets held for sale	1,204		18,656
Total current assets	3,218,123		3,292,768
Property, plant and equipment, net	2,612,836		2,577,136
Intangible assets, net	227,153		234,869
Goodwill	384,249		385,630
Other noncurrent assets	330,038		327,436
Total assets	$	6,772,399	$	6,817,839
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	323,492	$	350,550
Accrued contingent litigation-related loss	350,000		—
Other accrued expenses and payables	453,377		445,514
Current maturities of long-term debt	38,561		38,786
Total current liabilities	1,165,430		834,850
Deferred income taxes	200,056		276,908
Other noncurrent liabilities	243,080

SEC Form 10-Q filed by Commercial Metals Company