Commercial Metals Co. (CMC) 2024年10-K年度報告「NYSE」.pdf

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1、UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549Form 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31,2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934F

2、or the transition period from to Commission file number 1-4304Commercial 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 No.)6565 N.MacArthur Blvd.,Irving,Texas 75039(A

3、ddress of Principal Executive Office)(Zip Code)(214)689-4300(Registrants Telephone Number,Including Area Code)Securities registered pursuant to Section 12(b)of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on WhichRegisteredCommon Stock,$0.01 par valueCMCNew York Stock ExchangeSe

4、curities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of

5、 the Act.Yes o No 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 ExchangeAct of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has beensubj

6、ect to such filing requirements for the past 90 days.Yes No oIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorte

7、r period that the registrant wasrequired to submit such files).Yes No oIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reportingcompany,or an emerging growth company.See the definitions of large accelerated filer,accel

8、erated filer,smaller reporting company,and emerging growth company in Rule 12b-2 of the Exchange Act.Largeaccelerated filerAccelerated 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

9、to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of it

10、sinternal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C 7262(b)by the registered publicaccounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial stat

11、ements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registran

12、ts executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No The aggregate market value of the Companys common stock on February 29,2024 held by non-affiliates of the re

13、gistrant based on theclosing price per share on February 29,2024 on the New York Stock Exchange was approximately$6.2 billion.As of October 14,2024,113,909,587 shares of the registrants common stock,par value$0.01 per share,were outstanding.2025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edga

14、r/data/22444/000002244424000140/cmc-20240831.htm1/122DOCUMENTS INCORPORATED BY REFERENCE:Portions of the definitive proxy statement for the 2025 annual meeting of stockholders are incorporated by reference into Part III.2025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/00000224

15、4424000140/cmc-20240831.htm2/122COMMERCIAL METALS COMPANY AND SUBSIDIARIESTABLE OF CONTENTSPART I1 Item 1:Business1Item 1A:Risk Factors10Item 1B:Unresolved Staff Comments21Item 1C:Cybersecurity22Item 2:Properties24Item 3:Legal Proceedings25Item 4:Mine Safety Disclosures26 PART II27 Item 5:Market for

16、 Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecurities27Item 6:Intentionally OmittedItem 7:Managements Discussion and Analysis of Financial Condition and Results of Operations27Item 7A:Quantitative and Qualitative Disclosures about Market Risk46Item 8:Financi

17、al Statements and Supplementary Data48Item 9:Changes in and Disagreements with Accountants on Accounting and Financial Disclosure90Item 9A:Controls and Procedures90Item 9B:Other Information91Item 9C:Disclosure Regarding Foreign Jurisdictions that Prevent Inspections91 PART III91 Item 10:Directors,Ex

18、ecutive Officers and Corporate Governance91Item 11:Executive Compensation92Item 12:Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters92Item 13:Certain Relationships and Related Transactions and Director Independence92Item 14:Principal Accountant Fees and S

19、ervices92 PART IV93 Item 15:Exhibits and Financial Statement Schedules93Signatures982025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm3/122PART IITEM 1.BUSINESSDISCLOSURE REGARDING FORWARD-LOOKING STATEMENTSThis annual report on Form 10-K(here

20、inafter referred to as the Annual Report)contains forward-looking statements within themeaning of Section 27A of the Securities Act of 1933,as amended(the Securities Act),Section 21E of the Securities Exchange Actof 1934,as amended(the Exchange Act)and the Private Securities Litigation Reform Act of

21、 1995.Actual results,performance orachievements could differ materially from those projected in the forward-looking statements as a result of a number of risks,uncertainties and other factors.For a discussion of important factors that could cause our results,performance or achievements todiffer mate

22、rially from any future results,performance or achievements expressed or implied by our forward-looking statements,please refer to Part I,Item 1A,Risk Factors and Part II,Item 7,Managements Discussion and Analysis of Financial Condition andResults of Operations in this Annual Report.References in thi

23、s Annual Report to CMC,the Company,we,our and us refer to Commercial Metals Company and itssubsidiaries unless otherwise indicated.Certain trademarks or service marks of CMC appearing in this Annual Report are the property of CMC and are protected underapplicable intellectual property laws.Solely fo

24、r convenience,our trademarks and tradenames referred to in this Annual Report mayappear without the or symbols,but such references are not intended to indicate in any way that we will not assert,to the fullestextent under applicable law,our rights to these trademarks and tradenames.OVERVIEWFounded i

25、n 1915 as a single scrap yard in Dallas,Texas,CMC is an innovative solutions provider helping build a stronger,safer andmore sustainable world.Through an extensive manufacturing network principally located in the United States(U.S.)and CentralEurope,we offer products and technologies to meet the cri

26、tical reinforcement needs of the global construction sector.CMCssolutions support construction across a wide variety of applications,including infrastructure,non-residential,residential,industrialand energy generation and transmission.Our operations are conducted through three operating and reportab

27、le segments:NorthAmerica Steel Group,Europe Steel Group and Emerging Businesses Group.At CMC,we believe its whats inside that counts.This reflects the nature of our products,which are found in critical infrastructureworldwide,and also applies to our culture and employees.We operate under the guiding

28、 principles of placing the customer at the coreof all we do,staying committed to our employees,giving back to our communities and creating value for our investors,all whilecontinuing our commitment to sustainability.From our inception,our business model has been strategically built on sustainablepri

29、nciples,including recycling metals,manufacturing products from approximately 98%recycled material using energy-efficienttechnology and employing closed-loop water recycling processes.Our focus on safety and talent development allows us to run a great company and achieve operational and commercial ex

30、cellenceacross our business.We provide differentiating value for our customers through our industry-leading customer service with a lowcost,high-quality production process.Further,we have achieved market leadership through our commitment to transformation,advancement and long-term growth by investin

31、g in our business and in our people.As our customers needs and preferences haveevolved,our products have expanded to include diverse and innovative solutions and future growth platforms.Through acombination of both value-accretive organic growth that captures available internal synergies,and capabil

32、ity-enhancing inorganicgrowth that broadens our portfolio,we aim to provide our customers with a comprehensive solution.We maintain our corporate office at 6565 North MacArthur Boulevard,Suite 800,Irving,Texas 75039.Our telephone number is(214)689-4300,and our website is http:/.Our fiscal year ends

33、August 31st,and any reference in this Annual Report toa year refers to the fiscal year ended August 31st of that year,unless otherwise noted.Any reference in this Annual Report to a tonrefers to the U.S.short ton,a unit of weight equal to 2,000 pounds.Our Annual Report,Quarterly Reports on Form 10-Q

34、,Current Reports on Form 8-K and all amendments to these reports are madeavailable free of charge through the Investors section of our website as soon as reasonably practicable after such material iselectronically filed with,or furnished to,the U.S.Securities and Exchange Commission(the SEC).The inf

35、ormation contained onour website or available by hyperlink from our website is not incorporated into this Annual Report or other documents we file with,or furnish to,the SEC.2025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm4/12212025/5/19 14:

36、24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm5/122SegmentsDuring the first quarter of 2024,we changed our reportable segments to reflect a change in the manner in which our business ismanaged.Based on changes to our organizational structure,the evolut

37、ion of our solutions offerings outside of traditional steelproducts,the growing importance of non-steel solutions to our financial results and future outlook and how our chief operatingdecision maker,our President and Chief Executive Officer,reviews operating results and makes decisions about resour

38、ce allocation,the Company now has three reportable segments that represent the primary businesses reported in our consolidated financialstatements:North America Steel Group,Europe Steel Group and Emerging Businesses Group.As a result of this change in reportablesegments,certain prior year amounts ha

39、ve been recast to conform to the current year presentation.Throughout this Annual Report,unless otherwise indicated,amounts and activity affected by the change in reportable segments have been reclassified.The following chart summarizes net sales to external customers by major product category withi

40、n each reportable segment during2024.For a historical breakout of our net sales to external customers by major product category within each reportable segment,seeNote 19,Segment Information,in Part II,Item 8 of this Annual Report.NORTH AMERICA STEEL GROUP SEGMENTOur North America Steel Group segment

41、 provides a diverse offering of products and solutions to support the construction sector.Composed of a vertically integrated network of recycling facilities,steel mills and fabrication operations,our strategy in NorthAmerica is to optimize our vertically integrated value chain to maximize profitabi

42、lity while providing industry-leading customerservice.To execute our strategy,we seek to(i)obtain inputs at the lowest possible cost,including materials procured from ourrecycling facilities,which are operated to provide low-cost scrap to our steel mills,(ii)operate modern,efficient electric arc fur

43、nace(EAF)steel mills and(iii)enhance operational efficiency by utilizing our fabrication operations to optimize our steel mill volumesand obtain the highest possible selling prices to maximize metal margin.We strive to maximize cash flow generation throughincreased productivity,high-capacity utiliza

44、tion and optimal product mix.To remain competitive,we regularly make substantialcapital expenditures.We have invested approximately 77%,88%and 91%of total capital expenditures in our North America SteelGroup segment during 2024,2023 and 2022,respectively.For logistics,we utilize a fleet of trucks we

45、 own or lease as well as privatehaulers,railcars,export containers and barges.Our 43 scrap metal recycling facilities,primarily located in the southeast and central U.S.,process ferrous and nonferrous scrapmetals.These facilities purchase processed and unprocessed ferrous and nonferrous scrap metals

46、 from a variety of sources includingmanufacturing and industrial plants,metal fabrication plants,electric utilities,machine shops,factories,refineries,shipyards,demolition businesses,automobile salvage firms,wrecking companies and retail individuals.Our recycling facilities utilizespecialized equipm

47、ent to efficiently process large volumes of ferrous material,including seven large machines capable of shreddingobsolete automobiles or other sources of scrap metal.Certain facilities also have nonferrous downstream separation equipment,including equipment at three of our facilities that reclaim met

48、al from insulated copper wire,to allow us to capture more metalcontent.With the exception of precious metals,our scrap metal processing facilities recycle and process almost all2025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm6/12222025/5/19

49、14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm7/122types of metal.We sell ferrous and nonferrous scrap metals(collectively referred to as raw materials)to steel mills and foundries,aluminum sheet and ingot manufacturers,brass and bronze ingot makers

50、,copper refineries and mills,secondary lead smelters,specialty steel mills,high temperature alloy manufacturers and other consumers.Raw materials margin per ton is defined as thedifference between the selling prices for processed and recycled ferrous and nonferrous scrap metals and the price paid to

51、 purchaseobsolete and industrial scrap.Our steel mill operations consist of six EAF mini mills,three EAF micro mills and one rerolling mill.Our steel mills manufacturefinished long steel products including rebar,merchant bar,light structural and other special sections and wire rod,as well as semi-fi

52、nished billets for rerolling and forging applications(collectively referred to as steel products in the context of the North AmericaSteel Group segment).Each EAF mini mill consists of:a melt shop with an EAF;continuous casting equipment that shapes molten metal into billets;a reheating furnace that

53、prepares billets for rolling;a rolling line that forms products from heated billets;a mechanical cooling bed that receives hot products from the rolling line;finishing facilities that shear,straighten,bundle and prepare products for shipping;andsupporting facilities such as maintenance,warehouse and

54、 office areas.Our EAF micro mills utilize similar equipment and processes as described above;however,these facilities utilize unique continuousprocess technology where metal flows uninterrupted from melting to casting to rolling into finished steel products.Our rerolling milldoes not utilize a melt

55、shop;the rerolling process begins by reheating billets to roll into finished steel products.CMC has threefacilities capable of producing spooled rebar.The estimated annual capacity for our steel mills,included in Part I,Item 2,Properties,of this Annual Report assumes a typical product mix and is not

56、 necessarily indicative of the expected production volumes orshipments in any fiscal year.Descriptions of mill capacity,particularly rolling capacity,are highly dependent on the specific productmix manufactured.Our mills roll many different types and sizes of products depending on market conditions,

57、including pricing anddemand.Ferrous scrap is the primary raw material used by our steel mills and is subject to significant price fluctuations.We believe the supplyof ferrous scrap available to us is adequate to meet our future needs.Our mills consume large amounts of electricity and natural gas.We

58、have not had any significant curtailments,and we believe that energy supplies are adequate.The supply and demand of regionaland national energy,and the extent of applicable regulatory oversight of rates charged by providers,affect the prices we pay forelectricity and natural gas.Our mills ship to a

59、broad range of customers and end markets across the U.S.The primary end markets areconstruction and fabricating industries,metals service centers,original equipment manufacturers and agricultural,energy andpetrochemical industries.Due to the nature of our steel products,we do not have a long lead ti

60、me between order receipt and delivery.We generally fill orders for steel products from inventory or with products near completion.As a result,we do not believe our steelproducts backlog is a significant factor in the evaluation of our North America Steel Group operations.Our fabrication operations i

61、nclude 54 facilities engaged in various aspects of steel fabrication;50 of these facilities engage in generalfabrication of reinforcing steel,including shearing,bending and welding,and four of these facilities fabricate steel fence posts.Fabricated rebar is used to reinforce concrete primarily in th

62、e construction of commercial and non-commercial buildings,hospitals,convention centers,industrial plants,power plants,highways,bridges,arenas,stadiums and dams,and is generally sold in response toa competitive bid solicitation.Many of the resulting projects are fixed price over the life of the proje

63、ct.We also provide installationservices of fabricated rebar in certain markets.We obtain steel for our fabrication operations primarily from our own steel mills,andthe demand created by our fabrication operations optimizes the production from our steel mills.Our steel fence posts have manyapplicatio

64、ns,including residential and commercial landscaping and agricultural and livestock containment.Additionally,we havethree facilities that supply post-tension cable for use in a variety of projects,such as slab-on-grade foundations,bridges,buildings,parking structures and rock-and-soil anchors.The fab

65、rication and post-tension cable offerings are collectively referred to asdownstream products in the context of the North America Steel Group segment.Downstream products backlog,defined as the totalvalue of unfulfilled orders,was$1.6 billion at August 31,2024.32025/5/19 14:24cmc-20240831https:/www.se

66、c.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm8/122EUROPE STEEL GROUP SEGMENTOur Europe Steel Group segment is composed of a vertically integrated network of recycling facilities,an EAF mini mill andfabrication operations located in Poland.Our strategy in Europe is to optimize p

67、rofitability of the products manufactured by our minimill,and we execute this strategy in the same way in our Europe Steel Group segment as we do in our North America Steel Groupsegment.Our 12 scrap metal recycling facilities,located throughout Poland,process ferrous scrap metals for use as a raw ma

68、terial for our minimill.These facilities provide material almost exclusively to our mini mill and operate in order to lower the cost of scrap used by ourmini mill.The equipment utilized at these facilities is similar to our North America Steel Group recycling operations and includes onelarge capacit

69、y scrap metal shredder similar to the largest shredder we operate in North America.Nonferrous scrap metal is notmaterial to this segments operations.Our mini mill is a significant manufacturer of rebar,merchant bar,wire rod and semi-finished billets in Central Europe and includesthree rolling lines.

70、The first rolling line is designed to allow efficient and flexible production of a range of medium section merchantbar products.The second rolling line is dedicated primarily to rebar production.The third rolling line is designed to produce highgrade wire rod.The products produced by the mini mill a

71、re collectively referred to as steel products in the context of our EuropeSteel Group segment.Our mini mill sells steel products primarily to fabricators,manufacturers,distributors and constructioncompanies,mostly to customers located within Poland.However,the mini mill also exports steel products t

72、o the Czech Republic,France,Germany,Italy and Slovakia,among other countries.Ferrous scrap metal,the principal raw material used by our mini mill,electricity,natural gas and other necessary raw materials for the steel manufacturing process are generally readily available,althoughthey can be subject

73、to significant price fluctuations.Our mini mill generally fills orders for steel products from inventory or withproducts near completion.As a result,we do not believe that our steel products backlog is a significant factor in evaluating theoperations of our Europe Steel Group segment.Our fabrication

74、 operations consist of five steel fabrication facilities located in Poland which produce downstream products includingfabricated rebar,wire mesh,welded steel mesh,wire rod,cold rolled rebar,cold rolled wire rod,assembled rebar cages and otherfabricated rebar by-products(collectively referred to as d

75、ownstream products in the context of our Europe Steel Group segment).These facilities obtain rebar and wire rod primarily from the mini mill.Three of the facilities are similar to the facilities operated byour North America Steel Group segment and sell fabricated rebar primarily to contractors for i

76、ncorporation into construction projects.The other two fabrication facilities in Poland produce welded steel mesh,cold rolled wire rod and cold rolled rebar.We are among thelargest manufacturers of wire mesh in Poland,and our wire mesh customers include metals service centers and constructioncontract

77、ors.In addition to sales of downstream products in the Polish market,we also export our downstream products to neighboringcountries such as the Czech Republic and Germany.The downstream products backlog is not a significant factor in evaluating theoperations of our Europe Steel Group segment.EMERGIN

78、G BUSINESSES GROUP SEGMENTOur Emerging Businesses Group segment provides construction-related solutions and value-added products with strong underlyinggrowth fundamentals to serve domestic and international markets that are adjacent to those served by our vertically integratedoperations in the North

79、 America Steel Group segment and the Europe Steel Group segment.The Emerging Businesses Groupsegments portfolio consists of the following:CMC Construction Services operations sell and rent construction-related products and equipment to concrete installers and otherbusinesses in the construction indu

80、stry(collectively referred to as construction products).Tensar operations sell geogrids and Geopier foundation systems(collectively referred to as ground stabilization solutions).Geogrids are polymer-based products used for ground stabilization,soil reinforcement and asphalt optimization in construc

81、tionapplications,including roadways,public infrastructure and industrial facilities.Geopier foundation systems are rammedaggregate pier and other foundation solutions that increase the load-bearing characteristics of ground structures and workingsurfaces and can be applied in soil types and construc

82、tion situations in which traditional support methods are impractical orwould make a project infeasible.CMC Impact Metals operations manufacture heat-treated,high-strength steel products,such as high-strength bar for the trucktrailer industry,special bar quality steel for the energy market and armor

83、plate for military vehicles.Our group of performance reinforcing steel offerings include innovative products such as Galvabar(galvanized rebar with a zincalloy coating that provides corrosion protection and post-fabrication formability),ChromX(designed for high-strengthcapabilities,corrosion resista

84、nce and a service life of more than 100 years),and CryoSteel(a cryogenic reinforcing steel thatexceeds minimum performance requirements for strength and ductility at extremely low temperatures).Additionally,42025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/c

85、mc-20240831.htm9/1222025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm10/122CMC Anchoring Systems operations supply custom engineered anchor cages,bolts and fasteners that are fabricated principallyfrom rebar and are used primarily to secure h

86、igh voltage electrical transmission poles to concrete foundations.Through our licensing agreement with InQuik Inc.,CMC Bridge Systems is the authorized provider of InQuik Bridges in theU.S.CMC Bridge Systems offers a prefabricated and modular method used to build reinforced concrete bridge component

87、s off-site,which are then installed on-site with poured concrete for a cast-in-place structure.SEASONALITYOur facilities primarily serve customers in the construction industry.Due to the increase in construction activities during the springand summer months,our net sales are generally higher in our

88、third and fourth quarters than in our first and second quarters.COMPETITIONOur North America Steel Group recycling operations compete with scrap metal processors and primary nonferrous scrap metalproducers.The nonferrous recycling industry is highly fragmented in the U.S.;however,we believe our recy

89、cling operations areamong the largest engaged in the recycling of nonferrous scrap metals in the U.S.We are also a major regional processor of ferrousscrap metal.For both nonferrous and ferrous scrap metals,we compete primarily on the quality and price of our products.Our EuropeSteel Group recycling

90、 facilities operate to provide raw materials almost exclusively to our mini mill in Poland.We produce a significant percentage of the total U.S.output of rebar and merchant bar through our EAF steel mills.Domestic andinternational competitors include local,regional,national and international manufac

91、turers and suppliers of steel.We competeprimarily on the services we provide to our customers and on the quality and price of our products.In the U.S.,we believe we are thelargest manufacturer and fabricator of rebar,the largest manufacturer of steel fence posts and among the largest manufacturers o

92、fmerchant bar.In Poland,we believe we are the largest producer of rebar and merchant bars for the products we produce and thesecond largest producer of wire rod.Furthermore,the global steel industry is cyclical and highly competitive,consisting of domestic and international producers for allmajor pr

93、oduct lines across our North America Steel Group and Europe Steel Group segments.Global steelmaking capacity greatlyexceeds demand for steel products in many regions around the world,and this overcapacity results in competition from steel importsinto the regions we operate.Our global strategy and di

94、fferentiating customer service allow us to navigate the risks arising fromoverproduction.Additionally,trade enforcement laws,such as the tariffs and quotas enforced by Section 232 of the U.S.TradeExpansion Act of 1962(Section 232),have supported domestic production and reduced unfairly priced steel

95、imports.However,these restrictions may be temporary and import competition continues to be a significant threat facing the steel industry.Competitive AdvantageCMCs diverse product offerings support a wide variety of applications and position us as a global solutions provider to theconstruction indus

96、try,capable of addressing multiple stages of the early phases of construction.We believe our vertically integratedmanufacturing platform provides an advantageous cost structure and maximizes the results of our steel-related operations.Ourrecycling and fabrication operations are designed to support o

97、ur steel mills.Our recycling operations provide scrap metal to our steelmills,which in turn use the scrap metal to produce and supply steel required by our fabrication operations.As our recycling facilitiesare generally located near our steel mills,we can ensure a secure supply of low-cost raw mater

98、ials,and our fabrication facilitiesprovide a significant and consistent source of demand as well as forward visibility into end customer demand.This is a strategicadvantage when imports increase as our steel mills can continue to supply our fabricators.Contract pricing that is utilized for theseoper

99、ations helps to stabilize short-term volatility.The construction-related solutions and value-added products within our EmergingBusinesses Group segment complement our existing concrete reinforcement product lines and broaden our commercial portfolio,allowing us to address multiple stages of the earl

100、y phases of commercial and infrastructure construction and provide a comprehensivesolution for our customers.Our operational footprint also provides a competitive advantage in North America and Europe.Our steel mills and fabricationoperations in North America and Europe are well-positioned geographi

101、cally with steel mill locations in some of the highest demandlocations for rebar and merchant bar consumption.In North America,we operate a network of operations that stretch from the EastCoast to the West Coast and can reach every major metro area in the U.S.Demand for our products in the U.S.is hi

102、ghest in the SunBelt region where most of our steel mills are located,which positions us to capitalize on growth in this region52025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm11/122as well as benefit from a longer construction season.Our mi

103、ni mill in Poland also provides strategic benefits as it is well positioned toserve neighboring European economies.See Part I,Item 1A,Risk Factors,of this Annual Report for more information on competitive factors described above.SUSTAINABILITYSustainability is embedded in our business model and rema

104、ins central to our strategy.For over 50 years,we have manufactured steelusing recycled scrap metal and EAF technology,which is more efficient and environmentally friendly than traditional blast furnacetechnology,using less energy than the industry average and producing significantly less carbon diox

105、ide per ton of steel we melt.Weplay a key role in returning our primary input,ferrous scrap,into the economy in the form of rebar,merchant bar,wire rod and fencepost for use in a wide variety of applications.In 2024,recycled content made up approximately 98%of the raw materials used in ourmanufactur

106、ed finished steel.Our Tensar geogrid technology is also inherently sustainable,as its use in construction projects can,forexample,extend road service life,conserve water resources,control soil erosion and reduce consumption of aggregate.Increasingly,our customers are prioritizing sustainable busines

107、s practices in and through their supply chains.We help our customersmeet their own sustainability needs by offering products such as our RebarZero,MerchantZero,WireZero and PostZero product lines,among others in our portfolio of net-zero emissions products.Annually,our vertically integrated manufact

108、uring process keepsmillions of tons of scrap metal out of landfills.Our process includes five primary steps:1.Locally source,purchase and process scrap metal as feedstock,which allows us to loweremissions and put more waste to beneficial use.2.Melt the recycled scrap metal into new steel in our mill

109、s using our modern,efficient EAFs,which consume less energy and reduce greenhouse gas(GHG)emissions compared to traditionalblast furnace technology.3.Roll the new steel into finished long steel products,including rebar,merchant bar,lightstructural shapes and other special sections,wire rod and semi-

110、finished billets for rerolling.4.Fabricate the finished products into custom shapes and lengths for end use by our customers.5.Reclaim end-of-life steel material as feedstock for new steel products,thereby starting ourcycle of steel production once again.We continue to invest in new technologies and

111、 processes to reduce our impact on the environment,including our newlycommissioned micro mill located in Mesa,Arizona,which employs the latest technology in EAF power supply systems and is able todirectly connect the EAF and the ladle furnace to renewable energy sources such as solar and wind.Inform

112、ation relating to our environmental,social and governance(ESG)commitments and the goals we have established toincrease our use of renewable energy and reduce our energy consumption,GHG emissions and water withdrawal is available on theESG section of our website,.ENVIRONMENTAL MATTERSA significant fa

113、ctor in our business is our compliance with environmental laws and regulations.Compliance with and changes tovarious environmental requirements and environmental risks applicable to our industry may adversely affect our business,results ofoperations and financial condition.Under the Comprehensive En

114、vironmental Response,Compensation and Liability Act(CERCLA or Superfund)and analogousstate statutes,we may occasionally be required to cleanup or take remedial action with regard to(or pay for cleanup or remedialaction with regard to)sites we operate or formerly operated.If we are found to have arra

115、nged for treatment or disposal of hazardoussubstances at a site,we could be named as a potentially responsible party(PRP)and responsible for both the costs of cleanup aswell as for associated natural resource damages at such site.The U.S.Environmental Protection Agency(EPA),or equivalent stateagency

116、,has named us as a PRP at several federal Superfund sites or similar state sites.In some cases,these agencies allege that weare a PRP because we sold scrap metals to,or otherwise disposed of materials at,the site.With respect to the sale of scrap metals,wecontend that an arms length sale of valuable

117、 scrap metal for use as a raw material in a manufacturing process that we do not controlshould not constitute an arrangement for disposal or treatment of hazardous substances as defined under federal law.Subject to thesatisfaction of certain conditions,the Superfund Recycling Equity Act provides leg

118、itimate sellers of scrap metal for recycling withsome relief from Superfund liability under federal law.Despite Congress clarification of the intent of the federal law,some state lawsand environmental agencies still seek to impose2025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/2244

119、4/000002244424000140/cmc-20240831.htm12/12262025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm13/122liability on the basis of such arms length sale constituting an arrangement for disposal or treatment of hazardous substances.Webelieve efforts

120、 to impose such liability are contrary to public policy objectives and legislation encouraging recycling and promotingthe use of recycled materials,and we continue to support clarification of state laws and regulations consistent with Congress action.New federal,state and local laws and regulations,

121、as well as foreign laws,with respect to our foreign operations,and the varyinginterpretations of such laws by regulatory agencies and the judiciary impact how much money we spend on environmentalcompliance.In addition,uncertainty regarding adequate control levels,testing and sampling procedures,new

122、pollution controltechnology and cost benefit analysis based on market conditions impact our future expenditures that are necessary to comply withenvironmental laws and rules.We cannot predict the total amount of capital expenditures or increases in operating costs or otherexpenses that may be requir

123、ed as a result of environmental compliance.We also do not know if we can pass such costs on to ourcustomers through product price increases.During 2024,we incurred environmental costs,including disposal,permits,license fees,tests,studies,remediation,consultant fees and environmental personnel expens

124、e of approximately$54.9 million.In addition,wespent approximately$5.0 million on capital expenditures for environmental projects in 2024.We believe that our facilities are inmaterial compliance with currently applicable environmental laws and regulations.We anticipate capital expenditures for newenv

125、ironmental projects during 2025 to be approximately$6.3 million.For more information on our compliance with environmentallaws and regulations,see Part I,Item 1A,Risk Factors Risks Related to the Regulatory Environment,in this Annual Report.EMPLOYEES AND WORKFORCE CULTUREOur employees are our most im

126、portant asset and are fundamental to our success.We recognize that our employees bring diversebackgrounds and unique skill sets,and we have fostered a culture that challenges conventional thinking,promotes teamwork,requiresaccountability and rewards success.At the heart of our culture are our core v

127、alues of Integrity,Safety,Collaboration and Excellence.These core values are reinforced daily through our actions and in meetings with employees and serve as a compass for our behaviorsand decisions.The following table presents the approximate headcount of employees within each reportable segment an

128、d Corporate and Other as ofAugust 31,2024:SegmentNumber of EmployeesNorth America Steel Group8,400 Europe Steel Group2,847 Emerging Businesses Group1,458 Corporate and Other473 Total13,178 Approximately 14%,29%and 10%of the employees in our North America Steel Group,Europe Steel Group and EmergingBu

129、sinesses Group segments,respectively,belong to unions.We believe that we have good relations with the union representativesthat represent our employees,and we are focused on providing safe and productive workplace environments for our employees.Ethics and ComplianceAt CMC,we believe its whats inside

130、 that counts.It is fundamental to our success that both our leaders and employees observe thehighest ethical standards of business conduct in their interactions with our customers,suppliers,communities,investors and eachother.We empower our employees to make the right decisions and have established

131、the CMC Code of Conduct and Business Ethics(the Code)to help our employees understand company policies and guide their actions.Employees are required to completetraining to reinforce their continued understanding of and compliance with the Code.Additionally,to foster and maintain our cultureof ethic

132、al conduct and integrity,we provide confidential channels for employees to report known and suspected violations ofapplicable laws,the Code,our policies or our internal controls,and receive a response to such reports.Employee Health and SafetyThe safety of every employee is,and has always been,one o

133、f our top values.We strive to provide a safe working environment wherefacilities achieve zero work-related injuries or illnesses.In pursuit of our goal of zero incidents,we embrace a total safety culture thatencourages our employees to recognize potentially unsafe situations and use our Proactive Sa

134、fety Program to report concerns andwork together to remove potential hazards from the work environment before incidents occur.Additionally,our72025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm14/122Global Health and Safety Policy sets the sta

135、ndard for our facilities based on best practices that often exceed regulatory requirementsand all of our employees are provided with the training necessary to safely and effectively perform their responsibilities.Our Safety Management System includes our policies,incident management process,data das

136、hboards and safety action plans basedon observed behaviors related to health and safety.We periodically issue employee Safety Perception Surveys at various locationsand across business groups to identify any discrepancies between management and employee perspectives on the safety of ourworking condi

137、tions.Additionally,we participate in industry association meetings to share expertise and best practices.These surveysand meetings facilitate important discussions that ultimately help further develop our health and safety management systems.With safety as one of our top values,in 2024,we improved o

138、ur already exceptional safety record to achieve the lowest totalrecordable incident rate(TRIR)in our Companys history._(1)TRIR is defined as OSHA recordable incidents x 200,000/hours worked.(2)This line represents the 2022 average for Steel Product Manufacturing(North American Industry Classificatio

139、n System(NAICS)code 3311),based on the latestavailable information provided by the U.S.Bureau of Labor Statistics.In addition to TRIR,we also measure our near miss frequency rate,which we believe is critical to incident avoidance and supportsour superior safety rating in the industry.Diversity,Equit

140、y and InclusionWe believe having a diverse workforce strengthens our business;because of this,we aim to build a welcoming and inclusive workenvironment.CMC is committed to providing equal employment opportunities to all employees and applicants for employmentwithout regard to race,ethnicity,color,re

141、ligion,sex,age,physical or mental ability,national origin,citizenship,military or veteranstatus,sexual orientation,gender identity and/or expression.Our talent acquisition strategies include partnerships with organizationsthat reach veterans and women,and we release job postings in multiple language

142、s to access a wide,diverse range of candidates.Weoffer an Essentials of Management training to educate employees who manage people or lead teams about diversity issues,and wealso reflect our values of diversity and inclusion in our employee handbook and the Code.Talent Development and RetentionWe in

143、vest in training and resources to support our employees in reaching their full potential and to build internal capabilities,and arecommitted to providing a safe,welcoming and stimulating work environment.Our culture of continuous improvement createsinternal advancement and growth opportunities for o

144、ur employees.We recognize that retaining and hiring employees with the righttalent,commitment and drive are critical steps to allow us to achieve our goals and reach our full growth potential.CMC providesboth online and in-person training options to our employees as well as tuition assistance to sup

145、port the cost of furthering relevanteducation for our employees.In addition to our internally developed technical,safety and leadership training available to allemployees,many new employees in commercial and operational positions complete rotational programs during onboarding to gaintechnical experi

146、ence across the business.We also conduct periodic surveys and other initiatives with employees,which provideinvaluable information about how employees perceive our onboarding,employee training,development and culture and allow us tofurther enhance the training and resources we offer.82025/5/19 14:24

147、cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm15/122INFORMATION ABOUT OUR EXECUTIVE OFFICERSOur Board of Directors(the Board)annually elects executive officers.Our executive officers continue to serve for terms set by ourBoard in its discretion.The table

148、 below sets forth the name,current position and offices,age and calendar year in which they becamean executive officer,for each of our executive officers as of October 17,2024.EXECUTIVENAMECURRENT POSITION&OFFICESAGEOFFICER SINCEPeter R.MattPresident and Chief Executive Officer612023Paul J.LawrenceS

149、enior Vice President and Chief Financial Officer542016Stephen W.SimpsonSenior Vice President,North America Steel Group572023Kekin M.GhelaniSenior Vice President,Chief Strategy Officer502024Jody K.AbsherSenior Vice President,Chief Legal Officer and Corporate Secretary472020Jennifer J.DurbinSenior Vic

150、e President,Chief Human Resources and Communications Officer432020Peter R.Matt has served as the President and Chief Executive Officer of CMC since September 1,2023 and previously served asPresident of CMC from April 2023 to August 2023.Prior to joining CMC,Mr.Matt served as Executive Vice President

151、 and ChiefFinancial Officer of Constellium N.V.(“Constellium”),a global aluminum fabrication company,from 2016 to 2023.Prior to joiningConstellium,Mr.Matt served as a Managing Partner for Tumpline Capital,LLC from 2015 to 2016.From 1985 to 2015,he heldvarious leadership positions with Credit Suisse.

152、Paul J.Lawrence has served as Senior Vice President and Chief Financial Officer of CMC since November 2021.Prior thereto,Mr.Lawrence served as CMCs Vice President and Chief Financial Officer from September 2019 to November 2021,Vice President ofFinance from June 2018 to September 2019,Treasurer,Vice

153、 President of Financial Planning and Analysis from January 2017 to June2018,Vice President of Finance and Treasurer from September 2016 to January 2017,and Vice President of Finance from February2016 to September 2016.Prior to joining CMC,Mr.Lawrence served as North American Information Technology L

154、eader of GerdauLong Steel North America,a U.S.steel producer,from 2014 to 2016,and from 2010 to 2014,he served as Gerdau TemplateDeployment Leader at Gerdau Long Steel North America.From 2003 to 2010,Mr.Lawrence held a variety of financial roles atGerdau Ameristeel Corporation,including Assistant Vi

155、ce President and Corporate Controller,and Deputy Corporate Controller.From1998 to 2002,Mr.Lawrence held several financial positions with Co-Steel Inc.,which was acquired by Gerdau SA.Stephen W.Simpson has served as Senior Vice President,North America Steel Group since October 2023.Prior thereto,Mr.S

156、impsonserved as CMCs Divisional Vice President,Central Division from April 2022 to October 2023,Vice President,East Commercialfrom January 2021 to April 2022,Director of Commercial Operations from October 2019 to January 2021,and Director of SpecialProjects from April 2019 to October 2019.Prior to j

157、oining CMC,Mr.Simpson served as Vice President,Sales and Marketing ofCharter Steel,Inc.from June 2014 to January 2019 and Sales and Marketing Manager at Charter Wire LLC from November 2012 toMay 2014.From 1993 to 2012,Mr.Simpson held various leadership positions at Gerdau Ameristeel Corporation.Keki

158、n M.Ghelani has served as Senior Vice President,Chief Strategy Officer since October 2024.Prior to joining CMC,Mr.Ghelaniserved as the Chief Strategy and Growth Officer of Summit Materials,Inc.from May 2022 to August 2024.From 2019 to 2022,Mr.Ghelani served as Vice President of Strategy,Growth and V

159、entures of the Water&Protection business unit of DuPont Nemours,Inc.From 2013 to 2019,Mr.Ghelani held roles of increasing responsibility at Celanese Corporation.Prior thereto,he held various seniorpositions at McKesson Corporation and Honeywell International.Jody K.Absher has served as Senior Vice P

160、resident,Chief Legal Officer and Corporate Secretary since October 2023.Prior thereto,Ms.Absher served as CMCs Vice President,Chief Legal Officer and Secretary from August 2022 to October 2023,Vice President,General Counsel and Corporate Secretary from May 2020 to August 2022,Interim General Counsel

161、 from February 2020 to May2020,Lead Counsel and Assistant Corporate Secretary from November 2014 to February 2020,Senior Counsel and AssistantCorporate Secretary from October 2013 to November 2014,and Legal Counsel from May 2011 to October 2013.Prior to joiningCMC,Ms.Absher was an attorney at Haynes

162、 and Boone,LLP,a global law firm,from August 2007 to May 2011.Jennifer J.Durbin has served as Senior Vice President and Chief Human Resources and Communications Officer since October 2023.Prior thereto,Ms.Durbin served as CMCs Vice President and Chief Human Resources Officer from August 2022 to Octo

163、ber 2023,Vice President of Human Resources and Safety from November 2021 to August 2022,Vice President of Human Resources fromJanuary 2020 to November 2021,Lead Counsel from November 2014 to January 2020,Senior Counsel from92025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/0000

164、02244424000140/cmc-20240831.htm16/122January 2013 to November 2014,and Legal Counsel from May 2010 to January 2013.Prior to joining CMC,Ms.Durbin was anattorney at Sidley Austin LLP,a global law firm,from August 2006 to May 2010.ITEM 1A.RISK FACTORSThere are inherent risks and uncertainties associat

165、ed with our business that could adversely affect our business,results of operationsand financial condition.Set forth below are descriptions of those risks and uncertainties that we currently believe to be material,butthe risks and uncertainties described below are not the only risks and uncertaintie

166、s that could adversely affect our business,results ofoperations and financial condition.If any of these risks actually occur,our business,results of operations and financial conditioncould be materially adversely affected.RISKS RELATED TO OUR BUSINESSScrap and other inputs for our business are subje

167、ct to significant price fluctuations and limited availability,which mayadversely affect our business,results of operations and financial condition.At any given time,we may be unable to obtain an adequate supply of critical raw materials at prices and on other terms acceptable tous.We depend on ferro

168、us scrap,the primary raw material used by our steel mills,and other inputs such as graphite electrodes andalloys for our steel mill operations.The price of scrap and other inputs has historically been subject to significant fluctuation,and wemay not be able to adjust our product prices to recover th

169、e costs of rapid increases in raw material prices,especially over the short-term and in our fixed price contracts.The profitability of our operations would be adversely affected if we are unable to passincreased raw material and input costs on to our customers.The purchase prices for automobile bodi

170、es and various other grades of obsolete and industrial scrap,as well as the selling prices forprocessed and recycled scrap metals we utilize in our own manufacturing process or resell to others,are highly volatile.A prolongedperiod of low scrap prices or a fall in scrap prices could impair our abili

171、ty to obtain,process,sell and consume recycled material,which could have a material adverse effect on our business,results of operations and financial condition.Our ability to respond tochanging recycled metal selling prices may be limited by competitive or other factors during periods of low scrap

172、prices,when thesupply of scrap may decline considerably,as scrap generators hold onto their scrap in the hope of getting higher prices later.Conversely,increased foreign demand for scrap due to economic expansion in countries such as China,India,Brazil and Turkey,aswell as the growth of EAF steel pr

173、oduction due to efforts by countries and producers to reduce carbon emissions in the industry,canresult in an outflow of available domestic scrap as well as higher scrap prices that cannot always be passed on to domestic scrapconsumers or consumers of our steel products,further reducing the availabl

174、e domestic scrap flows and margins,all of which couldadversely affect our sales and profitability.The availability of raw materials may also be negatively affected by new laws and regulations,countries limiting scrap exports,allocations by suppliers,interruptions in production,accidents or natural d

175、isasters,changes in exchange rates,global pricefluctuations and the availability and cost of transportation.If we are unable to obtain adequate and timely deliveries of our requiredraw materials,we may be unable to timely manufacture significant quantities of our products.We are vulnerable to the ec

176、onomic conditions in the regions in which our operations are concentrated.Economic downturns in the U.S.,United Kingdom(the U.K.),Central Europe and China,or decisions by governments that have animpact on the level and pace of overall economic activity in one of these regions,could adversely affect

177、demand for our products and,consequently,our sales and profitability.As a result,our financial results are substantially dependent upon the overall economicconditions in these areas.We rely on the availability of large amounts of electricity and natural gas.Disruptions in delivery or substantial inc

178、reases inenergy costs,including crude oil prices,could adversely affect our business,results of operations and financial condition.Our EAF mills melt steel scrap and use natural gas to heat steel billets for rolling into finished steel products.As large consumers ofelectricity and natural gas,often

179、the largest in the geographic area where our mills are located,we must have dependable delivery ofelectricity and natural gas in order to operate.Accordingly,we are at risk in the event of an energy disruption.Prolonged black-outsor brown-outs or disruptions caused by natural disasters such as hurri

180、canes would substantially disrupt our production.While wehave not suffered prolonged production delays due to our inability to access electricity or natural gas,several of our competitors haveexperienced such occurrences.Prolonged substantial increases in energy costs would have an adverse effect on

181、 the costs of operatingour mills and would negatively impact our profitability unless we were able to fully pass through the additional expense to ourcustomers.Further,our finished steel products are typically delivered by2025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002

182、244424000140/cmc-20240831.htm17/122102025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm18/122truck.Rapid increases in the price of fuel attributable to increases in crude oil prices would increase our costs and adversely affectmany of our cust

183、omers financial results,which in turn could result in reduced margins and declining demand for our products.We may encounter labor disputes and shortages for skilled labor and/or qualified employees in operational positions,whichcould adversely impact our operations.Our employees contribute to devel

184、oping and meeting our business goals and objectives,and we depend on a qualified labor force forthe manufacture of our products.The impact of labor shortages and increased competition for available workers may increase ourcosts or impede our ability to optimally staff our facilities and could have a

185、n adverse impact on our results of operations,financialcondition and cash flows.In addition,an ongoing labor shortage may result in increased expenses related to hiring and retention ofqualified employees.As our experienced employees retire and we lose their institutional knowledge,we may encounter

186、challengesand may have difficulty replacing them with employees of comparable skill and efficiency.Additionally,as of August 31,2024,14%,29%and 10%of the employees in our North America Steel Group,Europe Steel Group and Emerging Businesses Group segments,respectively,belong to unions.While we believ

187、e that we have good relations with the union representatives,there can be noassurance that any future labor negotiations will prove successful,which may result in a significant increase in the cost of labor,ormay break down and result in the disruption of our business or operations.The loss of,or in

188、ability to hire,key employees may adversely affect our ability to successfully manage our operations andmeet our strategic objectives.Our future success depends,in large part,on the continued service of our officers and other key employees and our ability to continueto attract and retain additional

189、highly qualified personnel.These employees are integral to our success based on their expertise andknowledge of our business and products.We compete for such personnel with other companies,including public and privatecompany competitors who may periodically offer more favorable terms of employment.T

190、he loss or interruption of the services of anumber of our key employees could reduce our ability to effectively manage our operations should we be unable to find appropriatereplacement personnel in a timely manner.Our business,financial condition and results of operations may be adversely impacted b

191、y the effects of inflation.Inflation has the potential to adversely affect our business,financial condition and results of operations by increasing our overall coststructure,particularly if we are unable to achieve commensurate increases in the prices we charge our customers.Other inflationarypressu

192、res could affect wages,energy prices,the cost and availability of components and raw materials and other inputs and our abilityto meet customer demand.Inflation may further exacerbate other risk factors,including supply chain disruptions,risks related tointernational operations and the recruitment a

193、nd retention of qualified employees.We may have difficulty competing with companies that have a lower cost structure or access to greater financial resources.We compete with regional,national and foreign manufacturers and traders.Consolidation among participants in the steelmanufacturing and recycli

194、ng industries has resulted in fewer competitors,and several of our competitors are significantly larger thanus and have greater financial resources and more diverse businesses than us.Some of our foreign competitors may be able to pursuebusiness opportunities without regard to certain laws and regul

195、ations with which we must comply,such as environmental regulations.These companies may have a lower cost structure and more operating flexibility,and consequently they may be able to offer lowerprices and more services than we can.There is no assurance that we will be able to compete successfully wi

196、th these companies.Anyof these factors could have a material adverse effect on our business,results of operations and financial condition.Operating and startup risks,as well as market risks associated with the commissioning of our micro mills,could prevent usfrom realizing anticipated benefits and c

197、ould result in a loss of all or a substantial part of our investments.Although we have successfully commissioned and operated similar facilities,there are technological,operational,market and start-uprisks associated with the continued ramp up of our third micro mill and the construction and commiss

198、ioning of our fourth micro mill.Construction of our micro mills is subject to changing market conditions,delays,inflation and cost overruns,work stoppages,laborshortages,weather interferences,supply chain delays,changes in transportation costs and availability,changes required bygovernmental authori

199、ties,and delays in acquiring or the inability to acquire required permits or licenses,any of which could have anadverse impact on our operational and financial results.Further,although we believe these facilities should each be capable ofconsistently producing high-quality products in sufficient qua

200、ntities and at costs that will compare112025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm19/122favorably with other similar steel manufacturing facilities,there can be no assurance that these expectations will be achieved.If weencounter cost

201、overruns,system or process difficulties or quality control restrictions during commissioning of our fourth micro millor after startup with either or both facilities,our capital costs could increase materially,the expected benefits from the development ofthe applicable facilities could be diminished

202、or lost and we could lose all or a substantial portion of our investments.In addition,reductions in the availability of certain modes of transportation,such as rail or trucking,during construction of our micro mills couldresult in significant delays,and reduced transportation availability following

203、startup at our facilities could limit our ability to deliverour steel products and therefore adversely affect our operational and financial results.We could also encounter commodity marketrisk if,during a sustained period,the cost to manufacture is greater than projected or the market prices for ste

204、el products decline.Our mills require continual capital investments that we may not be able to sustain.We must make regular,substantial capital investments in our steel mills to maintain the mills,lower production costs and remaincompetitive.We cannot be certain that we will have sufficient internal

205、ly generated cash or acceptable external financing to makenecessary substantial capital expenditures in the future.The availability of external financing depends on many factors outside of ourcontrol,including capital market conditions and the overall performance of the economy.If funding is insuffi

206、cient,we may be unableto develop or enhance our mills,take advantage of business opportunities and respond to competitive pressures.Unexpected equipment failures may lead to production curtailments or shutdowns,which may adversely affect our business,results of operations and financial condition.Int

207、erruptions in our production capabilities would adversely affect our production costs,products available for sale and earnings forthe affected period.Our manufacturing processes are dependent upon critical pieces of steelmaking equipment,such as our furnaces,continuous casters and rolling equipment,

208、as well as electrical equipment,such as transformers.This equipment may,on occasion,beout of service as a result of unanticipated failures.While we maintain backups for certain critical pieces of equipment to use duringthe time it may take to repair or replace inoperable equipment,we have experience

209、d,and may in the future experience,material plantshutdowns or periods of reduced production as a result of such equipment failures.In addition to equipment failures,our facilities arealso subject to the risk of catastrophic loss due to unanticipated events such as fires,explosions or violent weather

210、 conditions.Information technology interruptions and breaches in data security could adversely impact our business,results of operationsand financial condition.We rely on computers,information and communications technology and related systems and networks in order to operate ourbusiness,including to

211、 store sensitive data such as intellectual property,our own proprietary business information and that of ourcustomers,suppliers and business partners and personally identifiable information of our employees.Increased global informationtechnology security requirements,vulnerabilities,threats and a ri

212、se in sophisticated and targeted cyber attacks,which may beheightened in times of hostilities or war,computer viruses,phishing attacks,social engineering schemes,malicious code,ransomwareattacks,acts of terrorism and physical or electronic security breaches,including breaches by computer hackers,cyb

213、er-terrorists and/orunauthorized access to or disclosure of our and/or our employees or customers data pose a risk to the security of our systems,networks and the confidentiality,availability and integrity of our data.Our systems and networks are also subject to damage orinterruption from power outa

214、ges,natural disasters,telecommunications failures,intentional or inadvertent user misuse,employeeerror,operator negligence and other similar events.Any of these or other events could result in system interruption,the disclosure,modification or destruction of proprietary and other key information,cor

215、ruption of data,legal claims or proceedings,governmentenforcement actions,civil or criminal penalties,increased cybersecurity protection and remediation costs,production delays ordisruptions to operations including processing transactions and reporting financial results and could adversely impact ou

216、r reputationand our operating results.We have taken steps to address these concerns and have implemented internal control and securitymeasures to protect our systems and networks from security breaches;however,measures that the Company takes to avoid,detect,mitigate or recover from material incident

217、s,may be insufficient or circumvented,or may become ineffective and there can be noassurance that a system or network failure,or security breach,will not impact our business,results of operations and financialcondition.As cybersecurity threats continue to evolve and become more sophisticated,we may

218、be required to incur significant costsand invest additional resources to protect against and,if required,remediate the damage caused by such disruptions or system failuresin the future.122025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm20/122

219、Increasing attention to ESG matters,including any targets or other ESG,environmental justice or regulatory initiatives,could result in additional costs or risks or adverse impacts on our business.Our business faces increasing scrutiny related to ESG issues,including environmental stewardship,supply

220、chain management,climate change,diversity and inclusion,workplace conduct,human rights,philanthropy and support for local communities.Investors,stakeholders and other interested parties are also increasingly focused on issues related to environmental justice and ESG in general.Implementation of our

221、environmental and sustainability initiatives,including the goals set forth in our annual sustainability report,requires certain financial expenditures and employee resources,and the implementation of certain ESG practices or disclosures.Inaddition,we are,or in the future may become,subject to domest

222、ic and international disclosure frameworks,regulations andrequirements related to climate change and sustainability.Compliance with such disclosure frameworks,regulations andrequirements,if and when they are implemented,could require significant effort,and if we fail to meet the applicable regulator

223、ystandards or expectations with respect to these issues,including the expectations we establish for our business,we could be subject topenalties,fines,lawsuits or regulatory action,our reputation and brand could be damaged,and our business,financial condition andresults of operations could be advers

224、ely impacted.Furthermore,negative publicity with respect to our business and operations couldresult in the cancellation or delay of projects,the revocation of permits or termination of contracts,each of which may adverselyaffect our business strategy,increase our costs,or adversely affect our reputa

225、tion and performance.We are subject to litigation,potential liability claims and contract disputes,and may become subject to additional litigation,claims and disputes in the future,any of which could adversely affect our business,results of operations and financialcondition.We are involved in variou

226、s litigation matters,including regulatory proceedings,administrative proceedings,governmentalinvestigations,environmental matters and construction contract disputes.The nature of our operations also exposes us to possiblelitigation claims in the future.Furthermore,the manufacture and sale of our pro

227、ducts as well as the use of our products in a widevariety of commercial and industrial applications expose us to potential product liability and related claims.In the event that aproduct of ours fails to perform as expected,regardless of fault,or is used in an unexpected manner,and such failure or u

228、se results in,or is alleged to result in,bodily injury and/or property damage or other losses,we may be subject to product liability and productquality claims.Because of the uncertain nature of litigation and insurance coverage decisions,we cannot predict the outcome of these matters.Thesematters co

229、uld have a material adverse effect on our reputation,business,results of operations and financial condition.Litigation isvery costly,and the costs associated with prosecuting and defending litigation matters could have a material adverse effect on ourbusiness,results of operations and financial cond

230、ition.Although we are unable to precisely estimate the ultimate dollar amount ofexposure to loss in connection with litigation matters,we make accruals as warranted.However,the amounts that we accrue couldvary significantly from the amounts we actually pay,due to inherent uncertainties,including the

231、 inherent uncertainties of theestimation process,the uncertainties involved in litigation and other factors.See Part I,Item 3,Legal Proceedings of this AnnualReport for a description of certain pending legal proceedings.Potential limitations on our ability to access credit,or the ability of our cust

232、omers and suppliers to access credit,mayadversely affect our business,results of operations and financial condition.If our access to credit is limited or impaired,our business,results of operations and financial condition could be adversely impacted.Our senior unsecured notes are rated by Standard&P

233、oors Corporation,Moodys Investors Service and Fitch Group,Inc.Indetermining our credit ratings,the rating agencies consider a number of both quantitative and qualitative factors.These factorsinclude earnings(loss),fixed charges such as interest,cash flows,total debt outstanding,off-balance sheet obl

234、igations and othercommitments,total capitalization and various ratios calculated from these factors.The rating agencies also consider predictability ofcash flows,business strategy and diversity,industry conditions and contingencies.Any downgrades in our credit ratings may makeraising capital more di

235、fficult,increase the cost and affect the terms of future borrowings,affect the terms under which we purchasegoods and services and limit our ability to take advantage of potential business opportunities.We could also be adversely affected ifour banks refused to honor their contractual commitments or

236、 cease lending.We are also exposed to risks associated with the creditworthiness of our customers and suppliers.In certain markets,we haveexperienced a consolidation among those entities to whom we sell.This consolidation has resulted in an increased credit risk spreadamong fewer customers,often wit

237、hout a corresponding strengthening of their financial status.If the availability of credit to fund orsupport the continuation and expansion of our customers business operations is curtailed or if the cost of that credit is increased,theresulting inability of our customers or of their customers to ei

238、ther access credit or absorb the increased cost of that credit couldadversely affect our business by reducing our sales or by increasing our exposure to losses from uncollectible2025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm21/122132025/5/

239、19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm22/122customer accounts.The consequences of such adverse effects could include the interruption of production at the facilities of ourcustomers,the reduction,delay or cancellation of customer orders,d

240、elays or interruptions of the supply of raw materials we purchaseand bankruptcy of customers,suppliers or other creditors.Any of these events may adversely affect our business,results of operationsand financial condition.Geopolitical conditions,including political turmoil and volatility,regional con

241、flicts,terrorism and war have causeddisruptions in the global economy,energy supplies and raw materials,which may continue to negatively impact our businessand operations.We operate globally and sell our products in countries throughout the world.Since early 2022,Russia and Ukraine have beenengaged

242、in active armed conflict.We continue to monitor the adverse impact that the outbreak of war in Ukraine and the subsequentinstitution of sanctions against Russia by the U.S.and several European and Asian countries may continue to have on the globaleconomy in general,on our business and operations and

243、 on the businesses and operations of our suppliers and customers.Theongoing conflict in Ukraine has led to market disruptions,including significant volatility in commodity prices and credit markets,aswell as reductions in demand and supply chain interruptions,and contributed to global inflation.Furt

244、her,if the conflict intensifies orexpands beyond Ukraine,it could continue to have an adverse,indirect impact on our operations in Poland.The Russian invasion ofUkraine did not have a direct material adverse impact on our business,financial condition or results of operations during 2024,2023or 2022.

245、However,we will continue to monitor this fluid situation and develop contingency plans as necessary to address anydisruptions to our business operations.To the extent this and other geopolitical conflicts may continue to adversely affect the globaleconomy as discussed above,they may also have the ef

246、fect of heightening many of the other risks described in this“Risk Factors”section,such as those relating to data security,supply chain,volatility in prices of scrap,energy and other inputs,and marketconditions,any of which could negatively affect our business,results of operations and financial con

247、dition.The potential impact of our customers non-compliance with existing commercial contracts and commitments,due toinsolvency or for any other reason,may adversely affect our business,results of operations and financial condition.From time to time in the past,some of our customers have sought to r

248、enegotiate or cancel their existing purchase commitments withus.In addition,some of our customers have breached previously agreed upon contracts to buy our products by refusing delivery ofthe products.Where appropriate,we have and expect to in the future pursue litigation to recover our damages resu

249、lting from customer contractdefaults and bankruptcy filings.We use credit assessments in the U.S.and credit insurance in Poland to mitigate the risk of customerinsolvency.However,a large number of our customers defaulting on existing contractual obligations to purchase our products couldhave a mater

250、ial adverse effect on our business,results of operations and financial condition.The agreements governing our notes and our other debt contain financial covenants and impose restrictions on our business.The indentures governing our 4.125%Senior Notes due 2030,our 3.875%Senior Notes due 2031 and our

251、4.375%Senior Notes due2032 contain restrictions on our ability to create liens,sell assets,enter into sale and leaseback transactions and consummatetransactions causing a change of control such as a merger or consolidation.In addition to these restrictions,our Credit Agreement,asdefined in Note 8,Cr

252、edit Arrangements,in Part II,Item 8 of this Annual Report,contains covenants that restrict our ability to,amongother things,enter into transactions with affiliates and guarantee the debt of some of our subsidiaries.Our Credit Agreement,asdefined in Note 8,Credit Arrangements,in Part II,Item 8 of thi

253、s Annual Report also requires that we meet certain financial tests andmaintain certain financial ratios,including maximum debt to capitalization and interest coverage ratios.The loan agreement related tothe Series 2022 Bonds,as defined in Note 8,Credit Arrangements,in Part II,Item 8 of this Annual R

254、eport,also restricts our ability to,among other things,enter into certain sale and leaseback transactions,incur certain liens and take certain actions that would adverselyaffect the tax-exempt status of the Series 2022 Bonds.Other agreements that we may enter into in the future may contain covenants

255、 imposing significant restrictions on our business thatare similar to,or in addition to,the covenants under our existing agreements.These restrictions may affect our ability to operate ourbusiness and may limit our ability to take advantage of potential business opportunities as they arise.Our abili

256、ty to comply with these covenants may be affected by events beyond our control,including prevailing economic,financialand industry conditions.The breach of any of these covenants could result in a default under the indentures governing our notes orunder our other debt agreements.An event of default

257、under our debt agreements would permit our lenders to declare all amountsborrowed from them to be due and payable,together with accrued and unpaid interest.If we were unable to142025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm23/122repay deb

258、t to our secured lenders or if we incur additional secured debt in the future,these lenders could proceed against thecollateral securing such debt.In addition,acceleration of our other indebtedness may cause us to be unable to make interest paymentson our notes.We may not be able to successfully ide

259、ntify,consummate or integrate acquisitions,and acquisitions may adversely affect ourfinancial leverage.Part of our business strategy includes pursuing synergistic acquisitions.We have expanded,and plan to continue to expand,ourbusiness by making strategic acquisitions and regularly seeking suitable

260、acquisition targets to enhance our growth.We may fund suchacquisitions using cash on hand,drawing under our credit facility or accessing the capital markets.To the extent we finance suchacquisitions with additional debt,the incurrence of such debt may result in a significant increase in our interest

261、 expense and financialleverage,which could be further exacerbated by volatility in the debt capital markets.Further,an increase in our leverage could leadto deterioration in our credit ratings.The pursuit of acquisitions may pose certain risks to us.We may not be able to identify acquisition candida

262、tes that fit our criteria forgrowth and profitability.Even if we are able to identify such candidates,we may not be able to acquire them on terms or financingsatisfactory to us.We will incur expenses and dedicate attention and resources associated with the review of acquisition opportunities,whether

263、 or not we consummate such acquisitions.Additionally,even if we are able to acquire suitable targets on agreeable terms,we may not be able to successfully integrate theiroperations with ours.Achieving the anticipated benefits of any acquisition will depend in significant part upon whether we integra

264、tesuch acquired businesses in an efficient and effective manner.We may not be able to achieve the anticipated operating and costsynergies or long-term strategic benefits of our acquisitions within the anticipated timing or at all.For example,elimination ofduplicative costs may not be fully achieved

265、or may take longer than anticipated.The benefits from any acquisition may be offset bythe costs incurred in integrating the businesses and operations.We may also assume liabilities in connection with acquisitions towhich we would not otherwise be exposed.An inability to realize any or all of the ant

266、icipated synergies or other benefits of anacquisition as well as any delays that may be encountered in the integration process,which may delay the timing of such synergies orother benefits,could have an adverse effect on our business,results of operations and financial condition.Goodwill or other in

267、definite-lived intangible asset impairment charges in the future could have a material adverse effect onour business,results of operations and financial condition.Goodwill and other indefinite-lived intangible assets are tested for impairment annually as of the first day of our fourth quarter andbet

268、ween annual tests whenever events or circumstances indicate that the carrying value of a reporting unit,including goodwill,or anindefinite-lived intangible asset exceeds its fair value.To evaluate goodwill and other indefinite-lived intangible assets for impairment,we may use qualitative assessments

269、 to determinewhether it is more likely than not that the fair value of a reporting unit,including goodwill,or an indefinite-lived intangible asset isless than its carrying amount.The qualitative assessments require assumptions to be made regarding multiple factors,including thecurrent operating envi

270、ronment,historical and future financial performance and industry and market conditions.If an initial qualitativeassessment 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.Alternativel

271、y,the Company may elect to bypass the qualitative assessment and insteadperform a quantitative impairment test to calculate the fair value of the reporting unit in comparison to its associated carrying value.The quantitative impairment tests require us to make an estimate of the fair value of our re

272、porting units and indefinite-lived intangibleassets.An impairment could be recorded as a result of changes in assumptions,estimates or circumstances,some of which are beyondour control.Factors which could result in an impairment include,but are not limited to:(i)reduced demand for our products;(ii)o

273、urcost of capital;(iii)higher material prices;(iv)slower growth rates in our industry;and(v)changes in the market based discountrates.Since a number of factors may influence determinations of fair value of goodwill and indefinite-lived intangible assets,we areunable to predict whether impairments wi

274、ll occur in the future,and there can be no assurance that continued conditions will not resultin future impairments.The future occurrence of a potential indicator of impairment could include matters such as(i)a decrease inexpected net earnings;(ii)adverse equity market conditions;(iii)a decline in c

275、urrent market multiples;(iv)a decline in our commonstock price;(v)a significant adverse change in legal factors or the general business climate;(vi)an adverse action or assessment by aregulator;(vii)a significant downturn in residential or non-residential construction markets;and(viii)excess steelma

276、king capacitydue to new mill startup in the U.S.or levels of imported steel.Any such impairment would result in us recognizing a non-cash chargein our consolidated statements of earnings,which could adversely affect our business,results of operations and financial condition.152025/5/19 14:24cmc-2024

277、0831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm24/122Impairment of long-lived assets in the future could have a material adverse effect on our business,results of operations andfinancial condition.We have a significant amount of property,plant and equipment,finit

278、e-lived intangible assets and right-of-use(ROU)assets thatmay be subject to impairment testing.Long-lived assets are subject to an impairment assessment when certain triggering events orcircumstances indicate that their carrying value may be impaired.If the net carrying value of the asset or group o

279、f assets exceeds ourestimate of future undiscounted cash flows of the operations related to the asset,the excess of the net carrying value over estimatedfair value is charged to impairment loss in the consolidated statements of earnings.The primary factors that affect estimates of futurecash flows f

280、or these long-lived asset groups are(i)managements raw material price outlook;(ii)market demand;(iii)working capitalchanges;(iv)capital expenditures;and(v)selling,general and administrative(SG&A)expenses.There can be no assurance thatcontinued market conditions,demand for our products,facility utili

281、zation levels or other factors will not result in future impairmentcharges.Competition from other materials may have a material adverse effect on our business,results of operations and financialcondition.In many applications,steel competes with other materials,such as aluminum and plastics(particula

282、rly in the automobile industry),cement,composites,glass and wood.Increased use of,or additional substitutes for,steel products could adversely affect futuremarket prices and demand for steel products.Our operations present significant risk of injury or death.The industrial activities conducted at ou

283、r facilities present significant risk of serious injury or death to our employees,customers orother visitors to our operations.Notwithstanding our safety precautions,including our material compliance with federal,state andlocal employee health and safety regulations,we may be unable to avoid materia

284、l liabilities for injuries or deaths.We maintainworkers compensation insurance to address the risk of incurring material liabilities for injuries or deaths,but there can be noassurance that the insurance coverage will be adequate or will continue to be available on the terms acceptable to us,or at a

285、ll,whichcould result in material liabilities to us for any injuries or deaths.Our business,financial condition,results of operations,cash flows,liquidity and stock price may be adversely affected byglobal public health epidemics.Pandemics,epidemics,widespread illness or other health issues that inte

286、rfere with the ability of our employees,suppliers,customers,financing sources or others to conduct business,or negatively affect consumer confidence or the global economy,could adverselyaffect our business,financial condition,results of operations,cash flows,liquidity and stock price.Additionally,su

287、ch global public health epidemics could negatively impact our operations,supply chain,transportation networks andcustomers,which may compress our margins,including as a result of preventative and precautionary measures that we,otherbusinesses and governments are taking.Any economic downturn resultin

288、g from the widespread public health impacts of any futurepublic health epidemic could adversely affect demand for our products and contribute to volatile supply and demand conditionsaffecting prices and volumes in the markets for our products and raw materials.Fluctuations in the value of the U.S.do

289、llar relative to other currencies may adversely affect our business,results of operationsand financial condition.Fluctuations in the value of the U.S.dollar,including,in particular,the increased strength of the U.S.dollar as compared to Turkeyslira,Chinas renminbi or the euro,may adversely affect ou

290、r business,results of operations and financial condition.A strong U.S.dollar makes imported metal products less expensive,resulting in more imports of steel products into the U.S.by our foreigncompetitors,while a weak U.S.dollar may have the opposite impact on imports.With the exception of exports o

291、f nonferrous scrapmetal by certain recycling facilities in our North America Steel Group segment,we have not recently been a significant exporter ofmetal products from the U.S.Economic difficulties in some large steel-producing regions of the world,resulting in lower localdemand for steel products,h

292、ave historically encouraged greater steel exports to the U.S.at depressed prices which can be exacerbatedby a strong U.S.dollar.As a result,our products that are made in the U.S.may become162025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm25/

293、122relatively more expensive as compared to imported steel,which has had,and in the future could have,a negative impact on ourbusiness,results of operations and financial condition.Operating internationally carries risks and uncertainties which could adversely affect our business,results of operatio

294、ns andfinancial condition.We have significant recycling and fabrication facilities and a mini mill in Poland as well as Tensar facilities in China and the U.K.Our Europe Steel Group segment,which comprises the majority of our international operations,generated approximately 11%of2024 consolidated ne

295、t sales.Our stability,growth and profitability are subject to a number of risks inherent in doing businessinternationally in addition to the currency exchange risk and operating risks discussed above,including:political,military,terrorist or major pandemic events;differences in demand,production and

296、 energy costs;local labor and social issues;legal and regulatory requirements or limitations imposed by foreign governments(particularly those with significant steelconsumption or steel-related production including Turkey,China,Brazil,Russia and India),including quotas,tariffs or otherprotectionist

297、trade barriers,adverse tax law changes,nationalization or currency restrictions,and efforts to reduce carbondioxide emissions;disruptions or delays in shipments caused by customs compliance or government agencies;andpotential difficulties in staffing and managing local operations.These factors may a

298、dversely affect our business,results of operations and financial condition.Hedging transactions may expose us to losses or limit our potential gains.Our product lines and global operations expose us to risks associated with fluctuations in foreign currency exchange rates,commodity prices and interes

299、t rates.As part of our risk management program,we sometimes use financial instruments,includingmetals commodity futures,natural gas,electricity and other energy forward contracts,freight forward contracts,foreign currencyexchange forward contracts and interest rate swap contracts.While intended to r

300、educe the effects of fluctuations in these prices andrates,these transactions may limit our potential gains or expose us to losses.If our counterparties to such transactions or the sponsorsof the exchanges through which these transactions are offered,such as the London Metal Exchange,fail to honor t

301、heir obligations dueto financial distress,we would be exposed to potential losses or the inability to recover anticipated gains from these transactions.We enter into the foreign currency exchange forward contracts as economic hedges of trade commitments or anticipatedcommitments denominated in curre

302、ncies other than the functional currency to mitigate the effects of changes in currency rates.Theseforeign exchange commitments are dependent on timely performance by our counterparties.Their failure to perform could result inus having to close these hedges without the anticipated underlying transac

303、tion and could result in losses if foreign currency exchangerates have changed.There can be no assurance that we will repurchase shares of our common stock at all or in any particular amounts.The stock markets in general have experienced substantial price and trading fluctuations,which have resulted

304、 in volatility in themarket prices of securities that often are unrelated or disproportionate to changes in operating performance.These broad marketfluctuations may adversely affect the trading price of our common stock.Price volatility over a given period may also cause theaverage price at which we

305、 repurchase our own common stock to exceed the stocks price at a given point in time.In addition,significant changes in the trading price of our common stock and our ability to access capital on terms favorable to us could impactour ability to repurchase shares of our common stock.The timing and amo

306、unt of any repurchases will be determined by theCompanys management based on its evaluation of market conditions,capital allocation alternatives and other factors beyond ourcontrol.Our share repurchase program may be modified,suspended,extended or terminated by the Company at any time and withoutnot

307、ice.See Note 15,Capital Stock,in Part II,Item 8 of this Annual Report for additional information on our share repurchaseprogram.172025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm26/122RISKS RELATED TO OUR INDUSTRYOur industry and the industr

308、ies we serve are vulnerable to global economic conditions.Metals industries and commodity products have historically been vulnerable to significant declines in consumption,globalovercapacity and depressed product pricing during prolonged periods of economic downturn.Our business supports cyclicalind

309、ustries such as commercial,government and residential construction,energy,metals service center,petrochemical and originalequipment manufacturing.We may experience significant fluctuations in demand for our products from these industries based onglobal or regional economic conditions,geo-political c

310、onflicts,energy prices,consumer demand and decisions by governments tofund infrastructure projects such as highways,schools,energy plants and airports.Commercial and infrastructure constructionactivities related to the residential housing market,such as shopping centers,schools and roads,could be ad

311、versely impacted by aprolonged slump in new housing construction.Our business,results of operations and financial condition are adversely affected whenthe industries we serve suffer a prolonged downturn or anemic growth.Because we do not have unlimited backlogs,our business,results of operations and

312、 financial condition are promptly affected by short-term economic fluctuations.We are unable to predict the duration of current economic conditions that are contributing to current demand for our products.Futureeconomic downturns or a prolonged period of slow growth or economic stagnation could mate

313、rially adversely affect our business,results of operations and financial condition.Excess capacity and over-production by foreign producers in the steel industry as well as the startup of new steelmakingcapacity in the U.S.could result in lower domestic steel prices,which would adversely affect our

314、sales,margins andprofitability.Global steelmaking capacity exceeds demand for steel products in many regions around the world.Rather than reducing employmentby rationalizing capacity with consumption,steel manufacturers in these countries(often with local government assistance orsubsidies in various

315、 forms)have traditionally exported steel at prices significantly below their home market prices,which prices maynot reflect their costs of production or capital.For example,steel production in China,the worlds largest producer and consumer ofsteel,has continued to exceed Chinese demand.This excess c

316、apacity in China has resulted in a further increase in imports ofartificially low-priced steel and steel products to the U.S.and world steel markets.A continuation of this trend or a significantdecrease in Chinas rate of economic expansion could result in increasing steel imports from China.Excessiv

317、e imports of steel intothe U.S.have exerted,and may continue to exert,downward pressure on U.S.steel prices,which negatively affects our ability toincrease our sales,margins and profitability.The excess capacity may create downward pressure on our steel prices and lead toreduced sales volumes as imp

318、orts absorb market share that would otherwise be filled by domestic supply,all of which wouldadversely affect our sales,margins and profitability and could subject us to possible renegotiation of contracts or increases in baddebt.Excess capacity has also led to greater protectionism as is evident in

319、 raw material and finished product border tariffs put inplace by China,Brazil and other countries.We believe the downward pressure on,and periodically depressed levels of,U.S.steel prices in some recent years have been furtherexacerbated by imports of steel involving dumping and subsidy abuses by fo

320、reign steel producers.While some tariffs and quotas areperiodically put into effect for certain steel products imported from a number of countries that have been found to have been unfairlypricing steel imports to the U.S.,there is no assurance that tariffs and quotas will always be levied,even if o

321、therwise justified,andeven when imposed many of these are short-lived or ineffective.On March 8,2018,the President signed a proclamation imposing a 25%tariff or quota limits on all imported steel products for anindefinite period of time under Section 232.The tariff or quota limits are imposed on all

322、 steel imports with the exception of steelimports originating from Australia,Canada and Mexico,though pursuant to a U.S.Presidential Proclamation issued July 10,2024,this exclusion no longer covers steel imports from Mexico that are melted and poured in a country other than Mexico,Canada or theU.S.D

323、uring 2022,the current administration converted the tariff on steel imports from the European Union,U.K.and Japan to a tariffrate quota.When the Section 232 or other import tariffs,quotas or duties expire or if others are further relaxed or repealed,or ifrelatively higher U.S.steel prices make it at

324、tractive for foreign steelmakers to export their steel products to the U.S.,despite thepresence of import tariffs,quotas or duties,the resurgence of substantial imports of foreign steel could create downward pressure onU.S.steel prices.The adverse effects of excess capacity and over-production by fo

325、reign producers could be exacerbated by the startup of newsteelmaking capacity in the U.S.Any of these adverse effects could have a material adverse effect on our business,results ofoperations and financial condition.2025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/00000224442

326、4000140/cmc-20240831.htm27/122182025/5/19 14:24cmc-20240831https:/www.sec.gov/Archives/edgar/data/22444/000002244424000140/cmc-20240831.htm28/122Rapid and significant changes in the price of metals could adversely impact our business,results of operations and financialcondition.Prices for most metal

327、s in which we deal have experienced increased volatility over the last several years,and such increased pricevolatility impacts us in several ways.While our downstream products may benefit from metal margin expansion as rapidly decreasinginput costs for previously contracted fixed price work decline

328、s,our steel products would likely experience reduced metal margin andmay be forced to liquidate high-cost inventory at reduced metal margins or losses until prices stabilize.Sudden increases in inputcosts could have the opposite effect in each case.Overall,we believe that rapid substantial price cha

329、nges are not to our industrysbenefit.Our customer and supplier base would be impacted due to uncertainty as to future prices.A reluctance to purchase inventoryin the face of extreme price decreases or to sell quickly during a period of rapid price increases would likely reduce our volume ofbusiness.

330、Marginal industry participants or speculators may attempt to participate to an unhealthy extent during a period of rapid priceescalation with a substantial risk of contract default if prices suddenly reverse.Risks of default in contract performance by customersor suppliers as well as an increased ri

331、sk of bad debts and customer credit exposure could increase during periods of rapid andsubstantial price changes.Physical impacts of climate change could have a material adverse effect on our costs and results of operations.The physical impacts of climate change may result in,among other things,incr

332、easing temperatures and an increase in extremeweather events such as droughts,wildfires,thunderstorms,snow or ice storms,earthquakes,floods,hurricanes and rising sea levels.Extreme weather conditions and natural disasters may increase our costs,limit the availability of materials,cause damage to our

333、facilities or result in a prolonged disruption to our operations,and any damage resulting from extreme weather may not be fullyinsured.Many of our facilities are located near coastal areas or waterways where rising sea levels or flooding could disrupt our operations oradversely impact our facilities.Additionally,two of our micro mills are located in an arid desert climate,where drought may restric