Commercial Metals Co. (CMC) 2022年年度報告「NYSE」.pdf

1、CMCA N N U A L R E P O R T 2 0 2 2rising to the occasionAt CMC,were always aiming higher.whats possible.In the products and service we provide to our customers.In the ways we help improve the world around us.In the expectations we set for ourselves.Its just who we are.On the production floor,inside

2、our engineering offices,during customer visits,around the conference tables of our executive management,we come together at every level to embrace the challenges thrown our wayand find new ways to overcome them.In the process,we continually emerge smarter,more capable,better prepared for what comes

3、next.At CMC,we never stop striving to raise the bar ofYear Ended August 3120222021Net sales$8,913,481$6,729,760 Net earnings1,217,262412,865Adjusted earnings11,001,873430,891Diluted earnings per share9.953.38Adjusted earnings per diluted share18.193.53Adjusted EBITDA11,745,806754,284Core EBITDA11,55

4、2,847 814,028Net working capital2,084,481 1,756,355Cash dividends per share 0.56 0.48Cash dividends paid 67,749 57,766Stockholders equity 3,286,197 2,294,877Stockholders equity attributable to CMC per share27.97 19.03Total assets 6,237,027 4,638,671Average diluted shares outstanding 122,372,386 121,

5、983,497(in thousands,except share and per share data)1 For a reconciliation of non-GAAP financial measures,see the supplemental information posted to the investor relations section of our website at F I N A N C I A L H I G H L I G H T S 2 0 2 22011Commercial Metals Company and its subsidiaries manuf

6、acture,recycle and fabricate steel and metal products and provide related materials and services through a network of facilities that includes seven electric arc furnace(“EAF”)mini mills,two EAF micro mills,one rerolling mill,steel fabrication and processing plants,construction-related product wareh

7、ouses and metal recycling facilities in the United States and Poland.Through its Tensar operations,CMC is a leading global provider of innovative ground and soil stabilization solutions selling into more than 80 national markets through two major product lines:Tensar geogrids and Geopier foundation

8、systems.2 Letter to Stockholders 4 Company Overview 6 Inspired Growth 8 Innovation Raises the Bar 10 Building a Sustainable Future 12 Living our Values 14 2022 Results 16 Selected Financial Data 18 Board&Executive Management 19 10-K Inside back cover Corporate Information C O N T E N T S22L E T T E

9、R T O S T O C K H O L D E R Sgrowth in both earnings and ROIC.The resulting enhancement to sustainable cash flow generation has allowed us to build on our success by pursuing further value accretive growth opportunities,while also expanding cash distributions to shareholders.In fiscal 2022,CMC incre

10、ased the amount of cash returned to shareholders in the form of dividends and share repurchases by nearly 300%compared to the prior year.Living Our ValuesCMCs greatest strength is our culture,and if there is one word that embodies that culture,it is“caring”caring about our customers,suppliers,each o

11、ther,and our communities.No event during my time at CMC has demonstrated the best of our culture more clearly,or made me prouder,than the selfless assistance provided by our Polish team members to refugees fleeing war in Ukraine.CMC employees opened their homes and provided hundreds of people in nee

12、d with shelter,food,comfort,and companionship.They also volunteered at the Polish-Ukrainian border to personally transport refugees to safety.Local CMC management opened Company facilities and provided basic necessities.These actions are perfect examples of the caring culture we have built at CMC.Fr

13、om a day-to-day business perspective,caring means knowing what our customers need and delivering above their expectations.It also means caring about coworkers well-being by working to keep them safe,caring about our employees development by providing them with rewarding work and growth opportunities

14、,and caring about the communities we live in by contributing to make them stronger.CMCs culture After all,its our CMC employees who are the ones tasked with overcoming the hurdles that present themselves every day.In turbulent times like these,those obstacles have been dauntingunpredictable supply c

15、hain issues,significant cost increases,even a major war erupting just down the road from one of our major facilities.Whatever shape they take,these challenges are in one sense much the same.Theyre testsopportunities,really.To learn what were made of,how well weve prepared,how capable we are of asses

16、sing setbacks and responding.Im proud to say our people passed every test thrown at them this yearwith determination,resiliency,and even compassion.Change is inevitable and new challenges will always arise.But theres one thing Im sure ofbecause Ive seen it for myself so many times and in so many way

17、s.Thanks to the amazing people I have the privilege of leading here at CMC,we will always have what it takes to rise to the occasion.Raising the Bar Again After writing to you last year that fiscal 2021 was CMCs best ever,I am proud to report that fiscal 2022 raised the bar even higher.The Company i

18、ncreased consolidated Core EBITDA by 90%and again generated record financial results in both the North America and Europe reporting segments.Return on invested capital(ROIC)reached 25.5%,clearly demonstrating the value we are creating for shareholders and the success of our strategic initiatives.Tho

19、se initiatives,coupled with excellent operational and commercial execution,have propelled CMC to five consecutive years of is special and,more than any asset we operate,positions us for continued success well into the future.The Next Chapter of CMCs Growth Story The growth in CMCs sustainable“throug

20、h-the-cycle”earnings capability over the last several years has been impressive,but theres more to come.We are building on the solid foundation already in place to strengthen and extend our leadership position in construction reinforcement through both strategic acquisitions and high return organic

21、investments.In 2022,we acquired Tensar Corporation,a global leader in soil stabilization solutions that reduce construction cost,shorten project duration,and enhance constructability across a wide range of soil conditions.On project sites,Tensars engineered solutions are utilized within inches of CM

22、Cs legacy products,making them a natural extension of our commercial portfolio and an attractive addition to our value proposition.Tensar represents a meaningful,new,and complementary growth platform a step beyond steel that serves markets we know,customers we know,and end use applications we know.W

23、e see a bright future leveraging the strengths of both organizations to generate significant commercial synergies.CMC is also investing in two new micro mills,one that will soon enter its commissioning phase and another that is set to break ground in the coming months.The mill nearing start-up,Arizo

24、na 2,represents another industry and company first,with the capability to produce both rebar and merchant bar Barbara R.SmithChairman of the Board,President and Chief Executive Officer2It gives me great pleasure to report 2022 was CMCs best year ever.Once again,CMC increased earnings,improved cash f

25、low and strengthened our balance sheet while also taking important steps to lay the groundwork for future growth.In part,these accomplishments were the result of smart planning and a sound strategy.But mostly it just comes down to our people.products via a continuous continuous process.This state-of

26、-the-art plant will have a nameplate capacity of 500,000 tons and is intended to serve the attractive West Coast market.The second micro mill investment,dubbed MM4,will target the Northeast and Midwest.The addition of this plant will lower CMCs cost to serve this critical market and should achieve s

27、ignificant synergies within our Eastern U.S.operational footprint by optimizing production mix across mills,reducing logistical costs,and enhancing customer service capabilities.Taken together,we expect these three strategic investments Tensar,Arizona 2,and MM4 to enhance CMCs“through-the-cycle”EBIT

28、DA generation by over$200 million.Sustainable From the Start (and still getting better)Today,CMC is a global leader in environmentally friendly steelmaking,and were poised to push even further in the years ahead.The growth projects outlined above are not only expected to provide meaningful levels of

29、 sustainable profitability,but also meaningfully enhance our environmental sustainability.We are adding micro mill capacity,the lowest emitting and least energy intensive steelmaking technology employed in the world today.Once MM4 is on-line,steel from micro mills will make up about one-third of CMC

30、s domestic output.Beyond steel,Tensars engineered solutions offer significant environmental benefits compared to traditional construction methods.By fully utilizing the capabilities of Tensars latest proprietary geogrids,a project owner can reduce greenhouse gas emissions during the early phase of c

31、onstruction by up to 33%,in addition to saving time and costs associated with site excavation,haulage,aggregate fill,and labor.And CMC is not just advancing its sustainability on big projects.In fiscal 2022,we launched our RebarZero line of carbon neutral long steel products.By combining CMCs steel,

32、which already has among the lowest scope 1&2 greenhouse gas emissions in the industry,with renewable energy credits and high-quality carbon offsets,we are now able to provide customers with solutions that are net-zero from the mill gate to the jobsite.This innovation ensures our environmentally focu

33、sed customers can remain at the leading edge of sustainable construction.Resilience Is Built into Our Business As I write this letter,the outlook for our key construction markets remains encouraging.We are fully aware of growing global economic challenges.However,CMC continues to experience a health

34、y pipeline of new projects coming to market,a trend echoed by several widely followed external construction indicators.Though this strength contrasts with the prevailing macroeconomic sentiment,perhaps this should not be that surprising.The last several years of systemic disruptions have brought sig

35、nificant and enduring changes to the ways in which people live,work,and interact,as well as to the production and flow of goods across the globe.Most recently,we have witnessed geopolitical events that have severely disrupted the trade of energy and critical industrial materials.Successive shock wav

36、es and related adjustments have prompted investment in various sectors of the economy,all requiring the construction of new facilities and infrastructure.Work from home policies have driven an enormous buildout of e-commerce,distribution,and data center capacity.Currently,to address supply chain fai

37、lures,we are seeing hundreds of billions of dollars committed to reshoring investments to bolster domestic manufacturing of semi-conductors,silicon wafers,automotive components,and batteries for electric vehicles.The war in Ukraine,and related economic sanctions,have initiated a resurgence in invest

38、ment directed toward exporting U.S.energy products.Reshoring and realignments to global energy trade are developments that may play out for years,and can be expected to consume large amounts of steel,particularly rebar.In addition to shifting economic patterns,CMC should benefit from the long overdu

39、e reinvestment in domestic infrastructure.We estimate that the Infrastructure Investment and Jobs Act,signed into law last year,should eventually add approximately 1.5 million tons of incremental annual U.S.rebar consumption,which would be equivalent to 17%of total domestic demand in CMCs fiscal 202

40、2.Of course,this outlook could change.In that case,CMC will benefit from the resilience built into our business in the form of record volumes of fully committed backlog,a flexible and vertically integrated operational network,and an exceptionally strong balance sheet.I remain enthusiastic about the

41、coming year and continuing to generate long-term value for you,our shareholders.B A R B A R A R.S M IT HChairman of the Board,President and Chief Executive OfficerD E C E M B E R 2,2 0 2 23 Company OverviewNorth AmericaEuropeS E G M E N T SPRODUCTION LOCATIONSPRODUCTION LOCATIONS ADJUSTED EBITDA(in

42、thousands)$1,553,858ADJUSTED EBITDA(per ton finished steel)$354FINISHED STEEL SHIPMENTS(in thousands)4,388ADJUSTED EBITDA(in thousands)$346,051ADJUSTED EBITDA(per ton finished steel)$201FINISHED STEEL SHIPMENTS(in thousands)1,71938 RECYCLING OPERATIONS9 MILL OPERATIONS56 DOWNSTREAM OPERATIONS1 TENSA

43、R OPERATION12 RECYCLING OPERATIONS1 MILL OPERATION5 DOWNSTREAM OPERATIONS1 TENSAR OPERATIONRECYCLING OPERATIONSMILL OPERATIONSDOWNSTREAM OPERATIONSTENSARRECYCLING OPERATIONSMILL OPERATIONSDOWNSTREAM OPERATIONSTENSARTensar has geogrid manufacturing locations in Morrow,Georgia;Blackburn,England;Wuhan,

44、China and a Geopier engineering office in Davidson,North Carolina.4RECYCLING OPERATIONSMILL OPERATIONSDOWNSTREAM OPERATIONSTENSARRECYCLING OPERATIONSMILL OPERATIONSDOWNSTREAM OPERATIONSTENSARNot pictured above:24 Construction Services locations,2 Impact Metals locations End MarketsRECYCLINGOPERATION

45、SGEOGRID AND GEOPIERSTENSARDOWNSTREAMOPERATIONSMILLOPERATIONSC O N S T R U C T I O NSTEEL VALUE CHAIN95%of finished steel shipments are into markets with#1 or#2 position.80%of finished steel shipments are into markets with#1 position.S T R O N G M A R K E T P O S I T I O N S#1 REBAR#1 REBAR#1 REBAR

46、FABRICATION#2 WIRE ROD#1 FENCEPOST#1 WIRE MESH#2 MERCHANT BAR#1 MERCHANT BARV E R T I C A L S T R U C T U R E5AGOEM AG AgricultureOEM Original Equipment Manufacturer(in categories produced by CMC)GROWTH DOESNT HAPPEN BY CHANCE.ITS THE RESULT OF A SOUND STRATEGY,BOLD MOVES,AND THE DETERMINED EFFORTS

47、OF DEDICATED EMPLOYEES AT EVERY LEVEL WORKING HARD EACH DAY TO OVERCOME OBSTACLES AND PUSH OUR EFFORTS FORWARD.AT CMC,WE NEVER STOP STRIVING TO TAKE OUR BUSINESS TO THE NEXT LEVEL.A cement shortage.A contractor shortage.About the only thing there was no shortage of in the construction of CMCs newest

48、 facility in Mesa,Arizona,was challenges.But owing to the efforts of our resourceful construction team,this exciting addition remains on schedule to debut in early 2023.Employing the latest environmentally friendly steelmaking technology,AZ2 will be the first micro mill in the world capable of produ

49、cing both rebar and merchant bar,with the flexibility to prioritize either depending on demand.Whats more,the facility will dramatically increase availability of quality CMC products for customers based on Americas West Coast.COMING ATTRACTIONS4thmicro-mill I N S P I R E D growth6The AZ2 Team7Laying

50、 the groundwork for future growth There are two ways to growupward and outward.With the acquisition of Tensar,a recognized leader in soil stabilization and reinforcement,CMC is well-positioned to expand into exciting new territory beyond metals.Providing an ideal complement to our own offerings,Tens

51、ars suite of high-margin,engineered products significantly strengthens CMCs standing as a global leader in reinforcementone capable of providing solutions for all phases of commercial and infrastructure construction.Rancho Cucamonga:the ultimate in ROI attractive purchase price+working capital+profi

52、t from selling the landhappy shareholders+ongoing revenue generatedthe math worksOur fiscal 2019 acquisition of certain rebar assets from Gerdau included facilities in multiple locations,including Rancho Cucamonga.In 2022,we sold this land for a sum nearly half of the entire original purchase price.

53、In combination with the work-ing capital included in the purchase,and the ongoing revenue generated from the assets acquired,CMC has created a recurring revenue stream from a very low net capital investment.Its just one example of the rewards that come with empowering smart people to make smart deci

54、sions.=barR A I S E S T H EI N N O V A T I O N LEADERS NEVER REST.AT CMC,WERE ALWAYS STRIVING TO TAKE OUR BUSINESS TO THE NEXT LEVEL.THATS WHY WERE CONSTANTLY DEVELOPING INNOVATIVE NEW PRODUCTS TO MEET OUR CUSTOMERS MOST DIFFICULT REINFORCEMENT CHALLENGES.WHATS MORE,WERE REVOLUTIONIZING OUR INDUSTRY

55、,EMPLOYING THE LATEST TECHNOLOGIES TO PRODUCE STEEL MORE EFFICIENTLY,MORE COST-EFFECTIVELY,AND WITH LESS IMPACT ON THE ENVIRONMENT.WERE ALWAYS AIMING HIGHER.Sound construction starts with laying a solid foundation beginning underground.Combining innovations in material science and geometry optimizat

56、ion,Tensar InterAx Geogrid provides an efficient way to create a mechanically stabilized layer(MSL)that retains its stiffness using less aggregate.The result?Longer lasting roads,pavements,working platforms and other projects while saving time,money,and carbon in their construction.Tensar Geogrid-Ad

57、vancing reinforcement from the ground upTensar InterAx Geogrid reduces surface rutting by 64%Source:US Army Corps of Engineers8Reinventing how steel is madeP O L A N DCMC Steel offers a diverse suite of innovative products and distinct brands.STABILIZEDUNSTABILIZEDworking every day to solve our cust

58、omers toughest e from?Dedicated people Where do innovative ideas P E R F O R M A N C E S T E E LSiatki#PentakosiaCFLABASTDACTILIUSTensar has created an unparalleled portfolio of engineered productsand geopier technologies Original inventor of geogrids holding 14 U.S.patents140 global geopier patents

59、In 2009,CMC became the first steelmaker to successfully operate a micro mill.Requiring a smaller footprint,these facilities are just the right size for the markets they are intended to serve.In 2023,CMC will once again raise the bar with the debut of our advanced AZ2 micro mill in Mesa,Arizona.This

60、ground-breaking facility is capable of being powered in part by wind and solar technology located immediately on-site and will be the first in the world to produce merchant bar quality products through a continuous-con-tinuous production process.M I L L P R O D U C T S9S U S T A I N A B L E futureAT

61、 CMC,SUSTAINABILITY ISNT A CATCH PHRASE.ITS A CREDO.AFTER ALL,WEVE BEEN RECYCLING SINCE OUR FOUNDING MORE THAN A CENTURY AGO AS A SCRAP METAL PROCESSING FACILITY.TODAY,WERE RAISING THE BAR HIGHER,EMPLOYING ADVANCED TECHNOLOGIES TO PRODUCE EXCITING NEW SOLUTIONS MORE CLEANLY AND EFFICIENTLY THAN EVER

62、 WHILE PRESERVING OUR PRECIOUS NATURAL RESOURCES FOR TOMORROW.C M C.C O M/S U S T A I N A B I L I T YB U I L D I N G AProducing steel requires a lot of energy.That makes drawing on renewable energy sources incredibly important.Through specially negotiated power purchase agreements(PPAs),CMC faciliti

63、es in Arizona and Texas obtain a meaningful portion of their electricity from local solar projects.The energy purchased by CMC Poland is at least 30%renewable.Were already well on our way to reaching our goal of 25%renewable electricity usage by 2030!10R E A C H I N G O U R GOALS 99%+of product scra

64、p recycled internallyONE OF THE KEY FACTORS IN CMCS ACQUISITION OF TENSAR WAS ITS STRONG SUSTAINABILTY PROFILE.65%REDUCTION in excavation required*in certain applications 30%LESS GHG Emissions vs traditional technologies*40%LESS aggregates consumedManaging our Sustainability In July,CMC hired Keith

65、Lindemulder to serve in the key role of of Sustainability Manager.He oversees CMCs sustainability program,including developing strategies,data collection and analysis,all related to serve in the key role of communications,and managing our ESG Goals.Keiths addition further demonstrates CMCs commitmen

66、t to building a sustainable future.KEITH LINDEMULDER,Sustainability ManagerN E T Z E R O S T E E L0.As in zero.Zip.Zilch.Nada.For those tasked with meeting“net zero”emissions targets,our newest net zero products offer something amazing:NOTHING.Thats rightcarbon neutrality.Our innovative electric arc

67、 furnace(EAF)technology,all CMC steel is produced with 65%lower greenhouse gas intensity than the industry average.Once Renewable Energy Credits(RECs)and carbon offset credits are also factored in,our products become 100%carbon neutral.Less has never meant more.REDUCE OUR SCOPE 1 AND 2 GHG EMISSIONS

68、 INTENSITY BY 20%INCREASE OUR RENEWABLE ENERGY USAGE BY 12REDUCE OUR ENERGY CONSUMPTION INTENSITY BY 5%REDUCE OUR WATER WITHDRAWAL INTENSITY BY 8%We are committed to continuing our targeted reductions to keep us on track to remain one of the most energy efficient steel manufacturers.2030SUSTAINABILI

69、TY GOALS CURRENTLY:69%OF GOALCURRENTLY:82%OF GOALCURRENTLY:53%OF GOALCURRENTLY:22%OF GOALPERCENTAGE POINTSAT CMC,WE HOLD OURSELVES TO A HIGHER STANDARDIN HOW WE CONDUCT BUSINESS AND HOW WE IMPACT THE WORLD AROUND US.FROM OUR BEGINNING,CMC HAS OPERATED ACCORDING TO A SET OF CORE VALUES GROUNDED IN TW

70、O PRINCIPLESINTEGRITY AND A CONCERN FOR OTHERS.IN 2022,AS MUCH AS EVER,OUR COMPANY AND OUR EMPLOYEES LIVED UP TO THOSE IDEALS.Good Neighbors Along with all peace-loving people around the world,we were shocked and saddened to witness the human tragedy which unfolded in the wake of Russias invasion of

71、 Ukraine.For one group of CMC employ-ees,the events hit particularly close to homeliterally.Ukraine lies beside Poland,the country which hosts CMCs largest steelmaking operation,in Zaweircie,a city located only a few hundred miles from the border.Acting on their own initiative,CMC Poland team member

72、s immediately rushed to as-sist Ukrainian refugees fleeing the conflict.In addition to helping convey frightened families across the border to safety,individual CMC employees selflessly opened their own homes to host displaced Ukrainians.Likewise,CMCs local manage-L I V I N G O U Rvalues12ment made

73、company facilities available to house more evacuees,providing food and other essentials.Incredibly,this same group of dedicated CMC employees also managed to maintain steelmaking oper-ations,despite supply chain and energy disruptions related to the war.Of course,the conflict continuesand so do our

74、efforts to help.In addition to a mean-ingful financial contribution to Polish Hu-manitarian Action,CMC is making monthly donations to other local organizations work-ing to provide for the needs of displaced Ukrainians in Poland.In Polish,“Powitanie”means“welcome.”At CMC,we believe its the only way t

75、o treat neighbors in need.for this Ukrainian refugee and his familythanks to the CMC Poland team!Not even a war could stop the birthday celebration Cake.Gifts.And warm kisses.POWIT ANIE13American Heart AssociationCMC proudly supports Go Red forWomen,the AHAs movement to end heart disease and stroke

76、in women.At CMC,we dont just salute Americas veterans.We help support themthrough part-nership with the Gary Sinise Foundation and their R.I.S.E.,(Restoring Independence Supporting Empowerment)a program that builds specially adapted smart homes for our nations most severely wound-ed heroes.One home

77、CMC supported this year was for US Army Captain(Ret.)Carver in New Braunfels,Texas.Together,we R.I.S.E.Leszek Podgrski,one of a number of CMC Poland employees who went to the Ukrainian border to offer help to refugees.142022 Results82%18%EUROPENORTH AMERICASALES BY SEGMENTOur best year everIts simpl

78、e really.Smart decisions that build on a legacy of success,a growing portfolio of innova-tive products,and a responsible approach to doing businesssupported by CMC management and the tremendous efforts put forth by our employees each daywill inevitably produce re-markable results.The kind of results

79、 CMC is proud to have achieved this year and the kind we will strive to continue to deliver in the years to come.Return on Invested Capital30.0%25.0%20.0%15.0%10.0%5.0%03.8%8.6%10.6%11.6%14.8%25.5%2017 2018 2019 2020 2021 2022(FISCAL YEAR)13.7715.8519.03Stockholder Equity Per Share30.0025.0020.0015.

80、0010.005.0002017 2018 2019 2020 2021 2022(FISCAL YEAR)27.9712.1012.761.662.323.38Net Earnings Per Diluted Share12.0010.008.006.004.002.0002017 2018 2019 2020 2021 2022(FISCAL YEAR)9.950.391.17Net Earnings1,4001,2001,000 80060040020002017 2018 2019 2020 2021 2022461391982804131,217($IN MILLIONS)(FISC

81、AL YEAR)1514%Core EBITDA“Up and to the right”has been the course of CMCs earnings for some time,but fiscal 2022 was excep-tional.We increased Core EBITDA by 90%from our previous record.That result was made possible by the strategic ground-work laid over the last several years,as well as solid execut

82、ion within a very strong market environment.300%($IN MILLIONS)FROM CONTINUING OPERATIONS1,6001,4001,2001,0008006004002000 2017 2018 2019 2020 2021 20222884125016508141,553INCREASE IN CASH TO SHAREHOLDERSVERSUS FISCAL 2021INCREASE IN QUARTERLY DIVIDENDCore EBITDA per ton of Finished Steel300250200150

83、1005002017 2018 2019 2020 2021 2022729587110131254FROM CONTINUING OPERATIONSCore EBITDA less Capex1,2001,00080060040020002017 2018 2019 2020 2021 2022752383634636301,103FROM CONTINUING OPERATIONS($IN MILLIONS)1516(in thousands,except share and per share data and ratios)S E L E C T E D F I N A N C I

84、A L D A T A 2 0 2 21 Excludes divisions classified as discontinued operations 2 Adjusted EBITDA from continuing operations=earnings from continuing operations before net earnings attributable to noncontrolling interests,interest expense,income taxes,depreciation,amortization and impairment charges3

85、Excludes current maturities of long-term debtFor a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures,see the supplemental information posted to the investor relations section of our website at .Year Ended August 312022O P E R A T I O N SNet sales1$

86、8,913,481 Earnings from continuing operations 1,217,262 Earnings before income taxes1,515,147 Income taxes297,885 Net earnings attributable to CMC 1,217,262 Effective tax rate19.7%Interest expense1 50,709 Depreciation,amortization and impairment charges179,950 Adjusted EBITDA from continuing operati

87、ons2 1,745,806 B A L A N C E S H E E T I N F O R M A T I O N Cash and cash equivalents 672,596 Accounts receivable 1,358,907 Inventories 1,169,696 Total current assets 3,441,468 Property,plant and equipment Original cost 3,884,893 Net of depreciation and amortization 1,910,871 Capital expenditures 4

88、49,988 Total assets 6,237,027 Total current liabilities 1,356,987 Net working capital2,084,481 Long-term debt3 1,113,249 Long-term deferred income tax liability 250,302 Total stockholders equity attributable to CMC 3,286,197 Return on beginning stockholders equity attributable to CMC53.0%Stockholder

89、s equity attributable to CMC per share27.97 S H A R E I N F O R M A T I O NDiluted earnings per share 9.95 Cash dividends per share of common stock 0.56 Total cash dividends paid 67,749 Average diluted common shares 122,372,386 O T H E R D A T ANumber of employees at year-end 12,483 Stockholders of

90、record at year-end 2,151(in thousands,except share and per share data and ratios)172021202020192018$6,729,760$5,476,486$5,829,002$4,643,723412,865278,302198,779135,237534,018372,685267,932168,619121,15393,18269,83930,113412,865279,503198,093138,50622.7%25.0%26.1%17.9%51,90461,83771,37340,957174,3971

91、73,369159,055146,712754,284576,608424,085352,221497,745542,103192,461622,4731,105,580880,7281,016,088749,484935,387625,393692,368589,0052,736,8282,214,1032,080,0052,077,2053,498,7573,399,0863,196,5852,670,8721,566,1231,571,0671,500,9711,075,038184,165187,618138,836174,6554,638,6714,081,7283,758,7713

92、,328,304980,473745,263694,590541,9431,756,3551,468,8401,385,4151,535,2621,015,4151,065,5361,227,2141,138,619112,067130,81079,29037,8342,294,8771,889,2011,623,8611,493,39721.9%17.2%13.3%9.9%19.0315.8513.7712.763.382.321.661.170.480.480.480.4857,76657,05656,53756,076121,983,497120,309,621119,124,62811

93、8,145,84811,08911,29711,5248,9002,2942,5002,7312,878B O A R D O F D I R E C T O R SBarbara R.SmithChairman of the Board,President and Chief Executive Officer of Commercial MetalsCompanyVicki Avril-GrovesRetired Former President and Chief Executive Officer of IPSCO Tubulars,Inc.Lisa M.BartonFormer Ex

94、ecutive Vice President and Chief Operating Officer Utilities for American Electric Power Co.,Inc.Charles L.SzewsRetired Former President and Chief Executive Officer of Oshkosh CorporationSarah RaissRetired Former Executive Vice President,Corporate Services,TransCanada CorporationPeter R.MattExecutiv

95、e Vice President and Chief Financial Officer,Constellium N.V.J.David SmithRetired Former Chairman,Presidentand Chief Executive Officer,EuromaxInternational,Inc.E X E C U T I V E M A N A G E M E N TBarbara R.SmithChairman of the Board,President and Chief Executive OfficerPaul LawrenceSenior Vice Pres

96、ident and Chief Financial OfficerTracy L.PorterExecutive Vice PresidentJody AbsherVice President,Chief Legal Officer and Secretary Ty GarrisonSenior Vice President,OperationsJennifer DurbinVice President,and Chief Human Resources OfficerGary E.McCulloughRetired Former Chief Executive Officer,ARI Pac

97、kaging,Inc.John R.McPhersonFormer Executive Vice President And Chief Financial&Strategy Officer,Vulcan Materials Company,Inc.18UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549Form 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For

98、the fiscal year ended August 31,2022TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period fromtoCommission file number 1-4304Commercial Metals Company(Exact name of registrant as specified in its charter)Delaware75-0725338(State or other juri

99、sdiction of incorporation or organization)(I.R.S.Employer Identification No.)6565 N.MacArthur Blvd.,Irving,Texas 75039(Address 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 Eac

100、h ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock,$0.01 par valueCMCNew York Stock ExchangeSecurities 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.Y

101、es No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of theAct.Yes 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 SecuritiesExchange Act of 1934 during the pre

102、ceding 12 months(or for such shorter period that the registrant was required to file suchreports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submi

103、ttedpursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period thatthe registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated

104、filer,smallerreporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting

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

106、k whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness ofits internal 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 re

107、port.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 28,2022 held by non-affiliates of the registrant based on theclosing price per share on February 28,2022 on the New Yo

108、rk Stock Exchange was approximately$4.6 billion.As of October 12,2022,117,342,698 shares of the registrants common stock,par value$0.01 per share,were outstanding.DOCUMENTS INCORPORATED BY REFERENCE:Portions of the definitive proxy statement for the 2023 annual meeting of stockholders are incorporat

109、ed by reference into Part III.COMMERCIAL METALS COMPANY AND SUBSIDIARIESTABLE OF CONTENTSPART I1Item 1:Business1Item 1A:Risk Factors9Item 1B:Unresolved Staff Comments20Item 2:Properties21Item 3:Legal Proceedings22Item 4:Mine Safety Disclosures22PART II22Item 5:Market for Registrants Common Equity,Re

110、lated Stockholder Matters and Issuer Purchases of EquitySecurities22Item 6:Intentionally OmittedItem 7:Managements Discussion and Analysis of Financial Condition and Results of Operations23Item 7A:Quantitative and Qualitative Disclosures about Market Risk37Item 8:Financial Statements and Supplementa

111、ry Data38Note 1.Nature of Operations and Summary of Significant Accounting Policies48Note 2.Acquisition52Note 3.Changes in Business55Note 4.Accumulated Other Comprehensive Income(Loss)56Note 5.Revenue Recognition56Note 6.Inventories57Note 7.Goodwill and Other Intangible Assets57Note 8.Leases59Note 9

112、.Credit Arrangements61Note 10.New Markets Tax Credit Transactions63Note 11.Derivatives64Note 12.Fair Value66Note 13.Income Tax68Note 14.Stock-Based Compensation Plans70Note 15.Employees Retirement Plans72Note 16.Capital Stock76Note 17.Earnings Per Share77Note 18.Commitments and Contingencies77Note 1

113、9.Accrued Expenses and Other Payables77Note 20.Operating Segments78Note 21.Subsequent Event80Item 9:Changes in and Disagreements with Accountants on Accounting and Financial Disclosure80Item 9A:Controls and Procedures80Item 9B:Other Information81Item 9C:Disclosure Regarding Foreign Jurisdictions tha

114、t Prevent Inspections81PART III81Item 10:Directors,Executive Officers and Corporate Governance82Item 11:Executive Compensation82Item 12:Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters82Item 13:Certain Relationships and Related Transactions and Director

115、Independence82Item 14:Principal Accountant Fees and Services82PART IV83Item 15:Exhibits and Financial Statement Schedules83Signatures89PART IITEM 1.BUSINESSDISCLOSURE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K(hereinafter referred to as the Annual Report)contains forward-loo

116、king statements withinthe meaning of Section 27A of the Securities Act of 1933,as amended(the Securities Act),and Section 21E of the SecuritiesExchange Act of 1934,as amended(the Exchange Act).Actual results,performance or achievements could differ materiallyfrom those projected in the forward-looki

117、ng statements as a result of a number of risks,uncertainties and other factors.For adiscussion of important factors that could cause our results,performance or achievements to differ materially from any futureresults,performance or achievements expressed or implied by our forward-looking statements,

118、please refer to Item 1A,RiskFactors and Part II,Item 7,Managements Discussion and Analysis of Financial Condition and Results of Operations in thisAnnual Report.OVERVIEWFounded in 1915 as a single scrap yard in Dallas,Texas,Commercial Metals Company(CMC)and its subsidiaries(collectively,the Company,

119、we,our or us)manufacture,recycle and fabricate steel and metal products and providerelated materials and services through a network of facilities that includes seven electric arc furnace(EAF)mini mills,twoEAF micro mills,one rerolling mill,steel fabrication and processing plants,construction-related

120、 product warehouses and metalrecycling facilities in the United States(U.S.)and Poland.Through our Tensar operations,we are a leading global provider ofinnovative ground and soil stabilization solutions selling into more than 80 national markets through two major product lines:Tensar geogrids and Ge

121、opier foundation systems.Our operations are conducted through two operating and reportablesegments:North America and Europe.We provide differentiating value for our customers through our industry-leading customer service with a low cost,high-qualityproduction process,and operate under the guiding pr

122、inciples of placing the customer at the core of all we do,staying committedto our employees,giving back to our communities and creating value for our investors.From our inception,our steel productionbusiness model has been strategically built on sustainable principles,including recycling metals,manu

123、facturing products fromapproximately 98%recycled material using energy-efficient technology and employing closed-loop water recycling processes.We maintain our corporate office at 6565 North MacArthur Boulevard,Irving,Texas,75039.Our telephone number is(214)689-4300,and our website is http:/.Our fis

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

125、uarterly Reports on Form 10-Q,Current Reports on Form 8-K and all amendments to thesereports are made available free of charge through the Investors section of our website as soon as reasonably practicable aftersuch material is electronically filed with,or furnished to,the Securities and Exchange Co

126、mmission(SEC).The informationcontained on our website or available by hyperlink from our website is not incorporated into this Annual Report or otherdocuments we file with,or furnish to,the SEC.Business DevelopmentsThe following business developments summarize our recent strategic acquisitions and c

127、apital expenditures that we expect willstrategically position us for long-term growth in new and existing customer markets.Tensar AcquisitionOn April 25,2022(the Acquisition Date),we completed the acquisition of TAC Acquisition Corp.(Tensar)forapproximately$550 million,net of cash acquired.Through i

128、ts patented foundation systems,Tensar produces groundstabilization and soil reinforcement solutions that complement our existing concrete reinforcement product lines and broadenour ability to address multiple early phases of commercial and infrastructure construction,including subgrade,foundation an

129、dstructures.End customers for these products include commercial,industrial and residential site developers,mining and oil andgas companies,transportation authorities,coastal and waterway authorities and waste management companies.The acquiredoperations within North America are presented within our N

130、orth America reportable segment and the remaining acquired1operations are presented within our Europe reportable segment.For further details,refer to Note 2,Acquisition,in Part II,Item8 of this Annual Report.Capital ExpendituresIn January 2022,we announced the plan to construct a fourth micro mill g

131、eographically situated with the intention of primarilyserving the Northeast,Mid-Atlantic and Mid-Western U.S.markets.This new micro mill will enhance our steel productioncapabilities in the U.S.and create meaningful synergies within our existing network of mills and downstream fabrication plants.Fol

132、lowing site selection,permitting and other necessary approvals,the construction and commissioning of the planned micromill is expected to take roughly two years.In July 2021,we completed the construction of and commissioned a third rolling line at our mini mill in Poland.The thirdrolling line takes

133、advantage of historical excess melting capacity in Poland,expands our overall rolling capacity and allows therolling lines to now operate independently for each steel product produced by the mini mill(rebar,merchant bar and wire rod).In August 2020,we announced the construction of a third micro mill

134、.We believe this micro mill will be the first in the worldwith the capability to produce merchant bar quality products through a continuous production process and will employ the latesttechnology in EAF power supply systems which will allow us to directly connect the EAF and the ladle furnace to ren

135、ewableenergy sources such as solar and wind.The new facility,located in Mesa,Arizona,will replace the rebar capacity at our RanchoCucamonga,California mill,which was sold during 2022,and will allow us to meet West Coast demand for steel products moreefficiently.We began construction of the third mic

136、ro mill in 2021 and expect this micro mill to be commissioned in calendar2023.For further details on the sale of the Rancho Cucamonga,California mill,refer to Note 3,Changes in Business,in Part II,Item 8 of this Annual Report.SegmentsThe following chart summarizes net sales by major product category

137、 for each segment:Consolidated Net Sales17%17%13%33%34%32%25%27%35%7%6%7%14%12%10%4%4%3%North America raw materialsNorth America steel productsNorth America downstream productsNorth America otherEurope steel productsEurope other202220212020NORTH AMERICA SEGMENTOur North America segment is composed p

138、rimarily of a vertically integrated network of recycling facilities,steel mills andfabrication operations.Our strategy in North America is to optimize our vertically integrated value chain to maximizeprofitability while providing industry-leading customer service.To execute our strategy,we seek to(i

139、)obtain inputs at the2lowest possible cost,including materials procured from our recycling facilities,which are operated to provide low-cost scrap toour steel mills,(ii)operate modern,efficient EAF steel mills and(iii)enhance operational efficiency by utilizing our fabricationoperations to optimize

140、our steel mill volumes and obtain the highest possible selling prices to maximize metal margin.Westrive to maximize cash flow generation through increased productivity,high-capacity utilization and optimal product mix.Toremain competitive,we regularly make substantial capital expenditures.We have in

141、vested approximately 92%,73%and 68%of total capital expenditures in our North America segment during 2022,2021 and 2020,respectively.For logistics,we utilize afleet of trucks we own or lease as well as private haulers,railcars,export containers and barges.Our 38 scrap metal recycling facilities,prim

142、arily located in the Southeast and Central U.S.,process ferrous and nonferrousscrap metals.These facilities purchase processed and unprocessed ferrous and nonferrous metals from a variety of sourcesincluding manufacturing and industrial plants,metal fabrication plants,electric utilities,machine shop

143、s,factories,refineries,shipyards,demolition businesses,automobile salvage firms,wrecking companies and retail individuals.Our recycling facilitiesutilize specialized equipment to efficiently process large volumes of ferrous material,including seven large machines capable ofshredding obsolete automob

144、iles or other sources of scrap metal.Certain facilities also have nonferrous downstream separationequipment,including extensive equipment at three of our facilities that reclaim metal from insulated copper wire,to allow us tocapture more metal content.With the exception of precious metals,our scrap

145、metal processing facilities recycle and processalmost all types of metal.We sell ferrous and nonferrous scrap metals(collectively referred to as raw materials)to steel millsand foundries,aluminum sheet and ingot manufacturers,brass and bronze ingot makers,copper refineries and mills,secondarylead sm

146、elters,specialty steel mills,high temperature alloy manufacturers and other consumers.Raw materials margin per ton isdefined as the difference between the selling prices for processed and recycled ferrous and nonferrous scrap metals and theprice paid to purchase obsolete and industrial scrap.Our ste

147、el mill operations consist of six EAF mini mills,two EAF micro mills and one rerolling mill.Our steel millsmanufacture finished long steel products including rebar,merchant bar,light structural and other special sections and wire rod,as well as semi-finished billets for rerolling and forging applica

148、tions(collectively referred to as steel products).Each EAFmini mill consists of:a melt shop with an electric arc furnace;continuous casting equipment that shapes molten metal into billets;a reheating furnace that prepares billets for rolling;a rolling line that forms products from heated billets;a m

149、echanical 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 office areas.Our EAF micro mills utilize similar equipment and processes as described

150、above;however,these facilities utilize uniquecontinuous process technology where metal flows uninterrupted from melting to casting to rolling.Our rerolling mill does notutilize a melt shop;the rerolling process begins by reheating billets to roll into finished steel products.In addition,CMC hasthree

151、 facilities capable of producing spooled rebar.The estimated annual capacity for our steel mills,included in Item 2,Properties,of this Annual Report assumes a typical product mix and is not necessarily indicative of the expected productionvolumes or shipments in any fiscal year.Descriptions of mill

152、capacity,particularly rolling capacity,are highly dependent on thespecific product mix manufactured.Our mills roll many different types and sizes of products depending on market conditions,including pricing and demand.Ferrous scrap is the primary raw material used by our steel mills and is subject t

153、o significant price fluctuations.We believe thesupply of ferrous scrap available to us is adequate to meet our future needs.Our mills consume large amounts of electricity andnatural gas.We have not had any significant curtailments,and we believe that energy supplies are adequate.The supply anddemand

154、 of regional and national energy,and the extent of applicable regulatory oversight of rates charged by providers,affectthe prices we pay for electricity and natural gas.Our mills ship to a broad range of customers and end markets across the U.S.The primary end markets are construction and fabricatin

155、g industries,metals service centers,original equipment manufacturersand agricultural,energy and petrochemical industries.Due to the nature of our steel products,we do not have a long lead timebetween order receipt and delivery.We generally fill orders for steel products from inventory or with produc

156、ts near completion.As a result,we do not believe our steel products backlog is a significant factor in the evaluation of our North Americaoperations.Our fabrication operations include 56 facilities engaged in various aspects of steel fabrication.Most of these facilities engage ingeneral fabrication

157、of reinforcing steel.Four of these facilities fabricate steel fence posts.Our fabricated rebar and steel fencepost(collectively referred to as downstream products)operations shear,bend,weld and fabricate steel and offer innovativeproducts such as Galvabar(galvanized rebar with a zinc alloy coating t

158、hat provides corrosion protection and post-fabricationformability),ChromX(designed for high-strength capabilities,corrosion resistance and a service life of more than 100 years)3and CryoSteel(a cryogenic reinforcing steel that exceeds minimum performance requirements for strength and ductility atext

159、remely low temperatures).Fabricated rebar is used to reinforce concrete primarily in the construction of commercial andnon-commercial buildings,hospitals,convention centers,industrial plants,power plants,highways,bridges,arenas,stadiumsand dams,and is generally sold in response to a competitive bid

160、solicitation.Many of the resulting projects are fixed price overthe life of the project.We also provide installation services of fabricated rebar in certain markets.We obtain steel for ourfabrication operations primarily from our own steel mills,and the demand created by our fabrication operations o

161、ptimizes theproduction from our steel mills.Downstream products backlog,defined as the total value of unfulfilled orders,was$1.9 billion and$1.5 billion at August 31,2022 and 2021,respectively.We also operate Construction Services and CMC Impact Metals businesses.Our Construction Services business s

162、ells and rentsconstruction-related products and equipment to concrete installers and other businesses in the construction industry.CMCImpact Metals manufactures high strength bar for the truck trailer industry,special bar quality steel for the energy market andarmor plate for military vehicles and i

163、s one of North Americas premier producers of high strength steel products.Our Tensar operations sell Tensar geogrids and Geopier foundation systems.Geogrids are polymer-based products used forground stabilization,soil reinforcement and asphalt optimization in construction applications,including road

164、ways,publicinfrastructure and industrial facilities.Additional offerings include permanent and bio-degradable rolled mats for the control ofsoil erosion and sedimentation.Geopier foundation systems are ground improvement solutions that increase the load-bearingcharacteristics of ground structures an

165、d working surfaces and can be applied in soil types and construction situations in whichtraditional support methods are impractical or would make a project infeasible.EUROPE SEGMENTOur Europe segment is composed primarily of a vertically integrated network of recycling facilities,an EAF mini mill an

166、dfabrication operations located in Poland.Our strategy in Europe is to optimize profitability of the products manufactured by ourmini mill,and we execute this strategy in the same way in our Europe segment as we do in our North America segment.Our 12 scrap metal recycling facilities,located througho

167、ut Poland,process ferrous scrap metals for use as a raw material for ourmini mill.These facilities provide material almost exclusively to our mini mill and operate in order to lower the cost of scrapused by our mini mill.The equipment utilized at these facilities is similar to our North America recy

168、cling operations andincludes one large capacity scrap metal shredding facility similar to the largest shredder we operate in North America.Nonferrous scrap metal is not material to this segments operations.Our mini mill is a significant manufacturer of steel products including rebar,merchant bar and

169、 wire rod in Central Europe andincludes three rolling lines.The first rolling line is designed to allow efficient and flexible production of a range of mediumsection merchant bar products.The second rolling line is dedicated primarily to rebar production.The third rolling line isdesigned to produce

170、high grade wire rod.Our mini mill sells steel products primarily to fabricators,manufacturers,distributorsand construction companies,mostly to customers located within Poland.However,the mini mill also exports steel products tothe Czech Republic,Germany,Hungary,Slovakia and other countries.Ferrous m

171、etal,the principal raw material used by ourmini mill,electricity,natural gas and other necessary raw materials for the steel manufacturing process are generally readilyavailable,although they can be subject to significant price fluctuations.Our mini mill generally fills orders for steel productsfrom

172、 inventory or with products near completion.As a result,we do not believe that our steel products backlog is a significantfactor in evaluating the operations of our Europe segment.Our fabrication operations consist of five steel fabrication facilities located in Poland which produce downstream produ

173、cts,primarily fabricated rebar and wire mesh.These facilities obtain rebar and wire rod primarily from the mini mill.Three of thefacilities are similar to the facilities operated by our North America segment and sell fabricated rebar primarily to contractorsfor incorporation into construction projec

174、ts.In addition to fabricated rebar,we sell other downstream products includingfabricated mesh,assembled rebar cages and other fabricated rebar by-products.We operate two other fabrication facilities inPoland that produce welded steel mesh,cold rolled wire rod and cold rolled rebar.These facilities a

175、lso offer wire mesh tocustomers,which include metals service centers and construction contractors.We are among the largest manufacturers of wiremesh in Poland.In addition to sales of downstream products in the Polish market,we also export our downstream products toneighboring countries such as the C

176、zech Republic,Germany and Slovakia.The downstream products backlog is not asignificant factor in evaluating the operations of our Europe segment.4The Tensar operations within our Europe segment have similar operations,products and end customers as the Tensar operationswithin our North America segmen

177、t.SEASONALITYMany of our facilities serve customers in the construction industry.Due to the increase in construction activities during thespring and summer months,our net sales are generally higher in our third and fourth quarters than in our first and secondquarters.COMPETITIONOur North America rec

178、ycling operations compete with scrap metal processors and primary nonferrous metal producers.Thenonferrous recycling industry is highly fragmented in the U.S.;however,we believe our recycling operations are among thelargest engaged in the recycling of nonferrous metals in the U.S.We are also a major

179、 regional processor of ferrous metal.Forboth nonferrous metals and ferrous metals,we compete primarily on the quality and price of our products.Our Europerecycling facilities operate to provide raw materials almost exclusively to our mini mill in Poland.We produce a significant percentage of the tot

180、al U.S.output of rebar and merchant bar through our EAF steel mills.Domesticand international competitors include local,regional,national and international manufacturers and suppliers of steel.Wecompete primarily on the services we provide to our customers and on the quality and price of our product

181、s.We believe we arethe largest manufacturer,and among the largest fabricators,of rebar in the U.S.,as well as the largest manufacturer of steelfence posts in the U.S.In Poland,we believe we are the largest producer of rebar and merchant bars for the products weproduce and the second largest producer

182、 of wire rod.Furthermore,the global steel industry is cyclical and highly competitive,consisting of domestic and international producers forall major product lines across our North America and Europe segments.Global steelmaking capacity greatly exceeds demandfor steel products in some regions around

183、 the world,and this overcapacity results in competition from steel imports into theregions we operate.Our global strategy and differentiating customer service allow us to navigate the risks arising fromoverproduction.Additionally,trade enforcement laws,such as the tariffs and quotas enforced by Sect

184、ion 232 of the U.S.TradeExpansion Act of 1962(Section 232),have supported domestic production and reduced unfairly priced steel imports.However,these restrictions may be temporary and import competition continues to be a significant threat facing the steelindustry.Competitive AdvantageWe believe our

185、 vertically integrated manufacturing platform provides a competitive advantage and maximizes the results of oursteel-related operations.Our recycling and fabrication operations are designed to support our steel mills.Our recyclingoperations provide scrap metal to our steel mills,which in turn use th

186、e scrap metal to produce and supply steel required by ourfabrication operations.As our recycling facilities are generally located near our steel mills,we can ensure a secure supply oflow-cost raw materials,and our fabrication facilities provide a significant and consistent source of demand as well a

187、s forwardvisibility into end customer demand.This is a strategic advantage when imports increase as our steel mills can continue tosupply our fabricators.Contract pricing that is utilized for these operations helps to stabilize short-term volatility.Our operational footprint also provides a competit

188、ive advantage in North America and Europe.Our steel mills and fabricationoperations in North America and Europe are well-positioned geographically with steel mill locations in some of the highestdemand locations for rebar and merchant bar consumption.In North America we operate a network of operatio

189、ns that stretchfrom the East Coast to the West Coast and can reach every major metro area in the U.S.Demand for our products in the U.S.ishighest in the Sun Belt region where most of our steel mills are located,which positions us to capitalize on growth in this regionas well as benefit from a longer

190、 construction season.Our mini mill in Poland also provides strategic benefits as it is wellpositioned to serve the growing European economies,particularly Poland and Germany,which are among the most attractivemarkets in Europe.Finally,our environmentally sustainable operations differentiate us from

191、traditional blast furnace technology.For over 50 years,we have manufactured steel using recycled scrap metal and EAF technology,which is more efficient and environmentallyfriendly than traditional blast furnace technology,using less energy than the industry average and producing significantly lessca

192、rbon dioxide per ton of steel we melt.We play a key role in returning our primary input,ferrous scrap,into the economy inthe form of rebar,merchant bar,wire rod and fence post for use in a wide variety of applications.In 2022,recycled content5made up approximately 98%of the raw materials used in our

193、 manufactured finished steel.Additionally,approximately 89.5%of all co-products and waste streams from our steel mills are recycled or turned into other products.See Item 1A,Risk Factors Risks Related to Our Business,of this Annual Report for more information on competitive factorsdescribed above.EN

194、VIRONMENTAL MATTERSA significant factor in our business is our compliance with environmental laws and regulations.See Item 1A,Risk Factors Risks Related to the Regulatory Environment,in this Annual Report.Compliance with and changes to various environmentalrequirements and environmental risks applic

195、able to our industry may adversely affect our business,results of operations andfinancial condition.Under the Comprehensive Environmental Response,Compensation and Liability Act(CERCLA or Superfund)andanalogous state statutes,we may occasionally be required to cleanup or take remedial action with re

196、gard to(or pay for cleanupor remedial action with regard to)sites we operate or formerly operated.If we are found to have arranged for treatment ordisposal of hazardous substances at a site,we could be named as a potentially responsible party(PRP)and responsible forboth the costs of cleanup as well

197、as for associated natural resource damages at such site.The U.S.Environmental ProtectionAgency(EPA),or equivalent state agency,has named us as a PRP at several federal Superfund sites or similar state sites.Insome cases,these agencies allege that we are a PRP because we sold scrap metals to,or other

198、wise disposed of materials at,thesite.With respect to the sale of scrap metals,we contend that an arms length sale of valuable scrap metal for use as a rawmaterial in a manufacturing process that we do not control should not constitute an arrangement for disposal or treatment ofhazardous substances

199、as defined under federal law.Subject to the satisfaction of certain conditions,the Superfund RecyclingEquity Act provides legitimate sellers of scrap metal for recycling with some relief from Superfund liability under federal law.Despite Congress clarification of the intent of the federal law,some s

200、tate laws and environmental agencies still seek to imposeliability on the basis of such arms length sale constituting an arrangement for disposal or treatment of hazardous substances.We believe efforts to impose such liability are contrary to public policy objectives and legislation encouraging recy

201、cling andpromoting the use of recycled materials,and we continue to support clarification of state laws and regulations consistent withCongress action.New federal,state and local laws and regulations,as well as foreign laws,with respect to our foreign operations,and thevarying interpretations of suc

202、h laws by regulatory agencies and the judiciary impact how much money we spend onenvironmental compliance.In addition,uncertainty regarding adequate control levels,testing and sampling procedures,newpollution control technology and cost benefit analysis based on market conditions impact our future e

203、xpenditures that arenecessary to comply with environmental laws and rules.We cannot predict the total amount of capital expenditures or increasesin operating costs or other expenses that may be required as a result of environmental compliance.We also do not know if wecan pass such costs on to our cu

204、stomers through product price increases.During 2022,we incurred environmental costs,including disposal,permits,license fees,tests,studies,remediation,consultant fees and environmental personnel expense ofapproximately$44.2 million.In addition,we spent approximately$6.9 million on capital expenditure

205、s for environmentalprojects in 2022.We believe that our facilities are in material compliance with currently applicable environmental laws andregulations.We anticipate capital expenditures for new environmental projects during 2023 to be approximately$8.8 million.EMPLOYEES AND WORKFORCE CULTUREOur e

206、mployees are our most important asset and are fundamental to our success.We recognize that each employee brings adiverse background and a unique skill set,and we have fostered a culture that challenges conventional thinking,promotesteamwork,requires accountability and rewards success.At the heart of

207、 our culture are our core values of Integrity,Safety,Collaboration and Excellence.These core values are reinforced daily through our actions and in meetings with employees andserve as a compass for our behaviors and decisions.6The following table presents the approximate headcount of employees withi

208、n each reportable segment and Corporate and Otheras of August 31,2022:SegmentNumber of EmployeesNorth America8,950Europe3,157Corporate and Other376Total12,483Approximately 15%and 30%of the employees in our North America and Europe segments,respectively,belong to unions.Webelieve that we have good re

209、lations with the union representatives that represent our employees and are focused on providingsafe and productive workplace environments for our employees.Ethics and ComplianceAt CMC,we believe“its whats inside that counts.”It is fundamental to our success that both our leaders and employeesobserv

210、e the highest ethical standards of business conduct in their interactions with our customers,suppliers,communities,investors and each other.We empower our employees to make the right decisions and have established the CMC Code ofConduct and Business Ethics(the“Code”)to help our employees understand

211、company policies and guide their actions.Employees are required to complete training to reinforce their continued understanding of and compliance with the Code.Additionally,to foster and maintain our culture of ethical conduct and integrity,we provide confidential channels for employeesto report kno

212、wn and suspected violations of applicable laws,the Code,our policies or our internal controls,and receive aresponse to such reports.Employee Health and SafetyThe safety of every employee is,and has always been,our top priority.We strive to provide a safe working environment wherefacilities achieve z

213、ero work related injuries or illnesses.In pursuit of our goal of zero incidents,we embrace a total safetyculture that encourages our employees to recognize potentially unsafe situations and use our Proactive Safety Program to reportconcerns and work together to remove potential hazards from the work

214、 environment before incidents occur.Additionally,ourGlobal Health and Safety Policy sets the standard for our facilities based on best practices that often exceed regulatoryrequirements and all of our employees are provided with the training necessary to safely and effectively perform theirresponsib

215、ilities.Our Safety Management System includes our policies,incident management process,data dashboards and safety action plansbased on observed behaviors related to health and safety.We periodically issue employee Safety Perception Surveys at variouslocations and across business groups to identify a

216、ny discrepancies between management and employee perspectives on thesafety of our working conditions.Additionally,we participate in industry association meetings to share expertise and bestpractices.These surveys and meetings facilitate important discussions that ultimately help further develop our

217、health and safetymanagement systems.Our commitment to safety has resulted in the achievement of a total recordable incident rate(TRIR)of 1.5 in each of 2022,2021 and 2020.In comparison,the industry average TRIR for iron and steel mills and ferroalloy manufacturing(North AmericaIndustry Classificatio

218、n code 3311),which is based on information provided by the U.S.Bureau of Labor Statistics,was 2.1 in2020.TRIR is defined as OSHA recordable incidents per 200,000 hours worked.In addition to TRIR,we also measure our nearmiss frequency rate,which we believe is critical to incident avoidance and suppor

219、ts our superior safety rating in the industry.Diversity,Equity and InclusionWe believe having a diverse workforce strengthens our business;because of this,we aim to build a welcoming and inclusivework environment.CMC is committed to providing equal employment opportunities to all employees and appli

220、cants foremployment without regard to race,color,religion,sex,age,physical or mental disability,national origin,citizenship,militaryor veteran status,sexual orientation,gender identity and/or expression.Our talent acquisition strategies include partnershipswith organizations that reach veterans and

221、women,and we release job postings in multiple languages to access a wide,diverserange of candidates.Through our Essentials of Management training,we require all employees who manage people or leadteams to learn about diversity issues,and we also reflect our values of diversity and inclusion in our e

222、mployee handbook andthe Code.7Talent Development and RetentionWe invest in training and resources to support our employees in reaching their full potential and to build internal capabilities,and are committed to providing a safe,welcoming and stimulating work environment to attract and retain talent

223、.In addition toour internally developed technical,safety and leadership training available to all employees,new employees in commercial andoperational positions complete rotational programs during onboarding to gain technical experience across the business.We alsoconduct periodic surveys and other i

224、nitiatives with employees,which provide invaluable information about how employeesperceive our onboarding,employee training,development and culture and allow us to further enhance the training and resourceswe offer.INFORMATION ABOUT OUR EXECUTIVE OFFICERSOur Board of Directors annually elects execut

225、ive officers.Our executive officers continue to serve for terms set by our Board ofDirectors in its discretion.The table below sets forth the name,current position and offices,age and period served for each ofour executive officers as of October 13,2022.EXECUTIVENAMECURRENT POSITION&OFFICESAGEOFFICE

226、R SINCEBarbara R.SmithChairman of the Board,President and Chief Executive Officer632011Paul J.LawrenceSenior Vice President and Chief Financial Officer522016Ty L.GarrisonSenior Vice President Operations512021Jody K.AbsherVice President,Chief Legal Officer and Secretary452020Jennifer J.DurbinVice Pre

227、sident,Chief Human Resources Officer412020Barbara R.Smith joined the Company in May 2011 as Senior Vice President and Chief Financial Officer.Ms.Smith wasappointed Chief Operating Officer in January 2016,President and Chief Operating Officer in January 2017 and President andChief Executive Officer i

228、n September 2017.She was appointed to our Board of Directors on September 1,2017 and was namedChairman of the Board of Directors on January 11,2018.Prior to joining the Company,Ms.Smith served as Vice President andChief Financial Officer of Gerdau Ameristeel Corporation,a mini mill steel producer,fr

229、om July 2007 to May 2011,afterjoining Gerdau Ameristeel as Treasurer in July 2006.From February 2005 to July 2006,she served as Senior Vice Presidentand Chief Financial Officer of FARO Technologies,Inc.,a developer and manufacturer of 3-D measurement and imagingsystems.From 1981 to 2005,Ms.Smith was

230、 employed by Alcoa Inc.,a producer of primary aluminum,fabricated aluminumand alumina,where she held various financial leadership positions,including Vice President of Finance for Alcoas Aerospace,Automotive&Commercial Transportation Group,Vice President and Chief Financial Officer for Alcoa Fujikur

231、a Ltd.andDirector of Internal Audit.Paul J.Lawrence joined the Company in February 2016 as Vice President of Finance.He was appointed Vice President ofFinance and Treasurer in September 2016,Treasurer,Vice President of Financial Planning and Analysis in January 2017,VicePresident of Finance in June

232、2018,Vice President and Chief Financial Officer in September 2019 and Senior Vice Presidentand Chief Financial Officer in November 2021.Prior to joining the Company,Mr.Lawrence served as North AmericanInformation Technology Leader of Gerdau Long Steel North America,a U.S.steel producer,from 2014 to

233、2016,and from 2010to 2014,he served as Gerdau Template Deployment Leader at Gerdau Long Steel North America.From 2003 to 2010,Mr.Lawrence held a variety of financial roles at Gerdau Ameristeel Corporation,including Assistant Vice President and CorporateController,and Deputy Corporate Controller.From

234、 1998 to 2002,Mr.Lawrence held several financial positions with Co-SteelInc.,which was acquired by Gerdau SA.Ty L.Garrison joined the Company in 2000 and has held various positions within the Companys former regions,includingDirector of Sales for the West Region,Vice President of the West Region and

235、 Vice President of the East Region.Mr.Garrisonwas appointed Senior Vice President Strategy and Operations in March 2021 and Senior Vice President Operations inNovember 2021.Jody K.Absher joined the Company in May 2011 as Legal Counsel.She was appointed Senior Counsel and AssistantCorporate Secretary

236、 in October 2013,Lead Counsel and Assistant Corporate Secretary in November 2014,Interim GeneralCounsel in February 2020,Vice President,General Counsel and Corporate Secretary in May 2020 and Vice President,ChiefLegal Officer and Secretary in August 2022.From August 2007 to May 2011,Ms.Absher was an

237、 attorney at Haynes andBoone,LLP,a global law firm.8Jennifer J.Durbin joined the Company in May 2010 as Legal Counsel.She was appointed Senior Counsel in January 2013,Lead Counsel in November 2014,Vice President of Human Resources in January 2020,Vice President of Human Resourcesand Safety in Novemb

238、er 2021 and Vice President and Chief Human Resources Officer in August 2022.From August 2006 toMay 2010,Ms.Durbin was an attorney at Sidley Austin,LLP,a global law firm.ITEM 1A.RISK FACTORSThere are inherent risks and uncertainties associated with our business that could adversely affect our busines

239、s,results ofoperations and financial condition.Set forth below are descriptions of those risks and uncertainties that we currently believe tobe material,but the risks and uncertainties described below are not the only risks and uncertainties that could adversely affectour business,results of operati

240、ons and financial condition.If any of these risks actually occurs,our business,results ofoperations and financial condition could be materially adversely affected.RISKS RELATED TO OUR BUSINESSScrap and other inputs for our business are subject to significant price fluctuations and limited availabili

241、ty,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 a price and other terms acceptableto us.We depend on ferrous scrap,the primary raw material used by our steel mills,and

242、 other inputs such as graphite electrodesand alloys for our steel mill operations.The price of scrap and other inputs has historically been subject to significantfluctuation,and we may not be able to adjust our product prices to recover the costs of rapid increases in material prices,especially over

243、 the short-term and in our fixed price contracts.The profitability of our operations would be adversely affected ifwe are unable to pass increased raw material and input costs on to our customers.The purchase prices for automobile bodies and various other grades of obsolete and industrial scrap,as w

244、ell as the selling pricesfor processed and recycled scrap metals we utilize in our own manufacturing process or resell to others,are highly volatile.Aprolonged period of low scrap prices or a fall in scrap prices could reduce our ability to obtain,process and sell recycledmaterial,which could have a

245、 material adverse effect on our metals recycling operations business,results of operations andfinancial condition.Our ability to respond to changing recycled metal selling prices may be limited by competitive or otherfactors during periods of low scrap prices,when the supply of scrap may decline con

246、siderably,as scrap generators hold ontotheir scrap in the hope of getting higher prices later.Conversely,increased foreign demand for scrap due to economic expansionin countries such as China,India,Brazil and Turkey can result in an outflow of available domestic scrap as well as higher scrapprices t

247、hat cannot always be passed on to domestic scrap consumers,further reducing the available domestic scrap flows andmargins,all of which could adversely affect our sales and profitability.The availability of raw materials may also be negatively affected by new laws and regulations,allocations by suppl

248、iers,interruptions in production,accidents or natural disasters,changes in exchange rates,global price fluctuations and theavailability and cost of transportation.If we were unable to obtain adequate and timely deliveries of our required raw materials,we may be unable to timely manufacture significa

249、nt quantities of our products.We are vulnerable to the economic conditions in the regions in which our operations are concentrated.Economic downturns in the U.S.and Central Europe,or decisions by governments that have an impact on the level and pace ofoverall economic activity in one of these region

250、s,could adversely affect demand for our products and,consequently,our salesand profitability.As a result,our financial results are substantially dependent upon the overall economic conditions in theseareas.We rely on the availability of large amounts of electricity and natural gas.Disruptions in del

251、ivery or substantialincreases in energy costs,including crude oil prices,could adversely affect our business,results of operations andfinancial condition.Our EAF mills melt steel scrap in electric arc furnaces and use natural gas to heat steel billets for rolling into finished steelproducts.As large

252、 consumers of electricity and gas,often the largest in the geographic area where our mills are located,wemust have dependable delivery of electricity and natural gas in order to operate.Accordingly,we are at risk in the event of anenergy disruption.Prolonged black-outs or brown-outs or disruptions c

253、aused by natural disasters such as hurricanes wouldsubstantially disrupt our production.While we have not suffered prolonged production delays due to our inability to accesselectricity or natural gas,several of our competitors have experienced such occurrences.Prolonged substantial increases inenerg

254、y costs would have an adverse effect on the costs of operating our mills and would negatively impact our profitability9unless we were able to fully pass through the additional expense to our customers.Our finished steel products are typicallydelivered by truck.Rapid increases in the price of fuel at

255、tributable to increases in crude oil prices would increase our costs andadversely affect many of our customers financial results,which in turn could result in reduced margins and declining demandfor our products.We may encounter labor shortages for skilled labor and/or qualified employees in operati

256、onal positions,which couldadversely impact our operations.Our employees contribute to developing and meeting our business goals and objectives,and we depend on a qualified laborforce for the manufacture of our products.The impact of labor shortages and increased competition for available workers may

257、increase our costs or impede our ability to optimally staff our facilities and could have an adverse impact on our results ofoperations,financial condition and cash flows.In addition,an ongoing labor shortage may result in increased expenses relatedto hiring and retention of qualified employees.As o

258、ur experienced employees retire and we lose their institutional knowledge,we may encounter challenges and may have difficulty replacing them with employees of comparable skill and efficiency.The loss of,or inability to hire,key employees may adversely affect our ability to successfully manage our op

259、erationsand meet our strategic objectives.Our future success depends,in large part,on the continued service of our officers and other key employees and our ability tocontinue to attract and retain additional highly qualified personnel.These employees are integral to our success based on theirexperti

260、se and knowledge of our business and products.We compete for such personnel with other companies,including publicand private company competitors who may periodically offer more favorable terms of employment.The loss or interruption ofthe services of a number of our key employees could reduce our abi

261、lity to effectively manage our operations due to the fact thatwe may not be able to find appropriate replacement personnel in a timely manner should the need arise.Our business,financial condition and results of operations may be adversely impacted by the effects of inflation.Inflation has the poten

262、tial to adversely affect our business,financial condition and results of operations by increasing ouroverall cost structure,particularly if we are unable to achieve commensurate increases in the prices we charge our customers.Other inflationary pressures could affect wages,the cost and availability

263、of components and raw materials and other inputs andour ability to meet customer demand.Inflation may further exacerbate other risk factors,including supply chain disruptions,risks related to international operations and the recruitment and retention of qualified employees.We may have difficulty com

264、peting with companies that have a lower cost structure or access to greater financialresources.We compete with regional,national and foreign manufacturers and traders.Consolidation among participants in the steelmanufacturing and recycling industries has resulted in fewer competitors,and several of

265、our competitors are significantly largerthan us and have greater financial resources and more diverse businesses than us.Some of our foreign competitors may be ableto pursue business opportunities without regard to certain laws and regulations with which we must comply,such asenvironmental regulatio

266、ns.These companies may have a lower cost structure and more operating flexibility,and consequentlythey may be able to offer better prices and more services than we can.There is no assurance that we will be able to competesuccessfully with these companies.Any of these factors could have a material ad

267、verse effect on our business,results ofoperations and financial condition.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 c

268、annot be certain that we will have sufficient internally generated cash or acceptable external financing tomake necessary substantial capital expenditures in the future.The availability of external financing depends on many factorsoutside of our control,including capital market conditions and the ov

269、erall performance of the economy.If funding isinsufficient,we may be unable to develop or enhance our mills,take advantage of business opportunities and respond tocompetitive pressures.10Unexpected equipment failures may lead to production curtailments or shutdowns,which may adversely affect ourbusi

270、ness,results of operations and financial condition.Interruptions in our production capabilities would adversely affect our production costs,products available for sale and earningsfor the affected period.Our manufacturing processes are dependent upon critical pieces of steelmaking equipment,such as

271、ourfurnaces,continuous casters and rolling equipment,as well as electrical equipment,such as transformers.This equipment may,on occasion,be out of service as a result of unanticipated failures.We have experienced,and may in the future experience,material plant shutdowns or periods of reduced product

272、ion as a result of such equipment failures.In addition to equipmentfailures,our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires,explosions orviolent weather conditions.Operating and startup risks,as well as market risks associated with the commi

273、ssioning of our third micro mill couldprevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investment.Although we have successfully commissioned and operated similar technologies,there are some new technological,as well asoperational,market an

274、d startup risks associated with the construction and commissioning of our third micro mill.We believethis facility should be capable of consistently producing high-quality products in sufficient quantities and at a cost that willcompare favorably with other similar steel manufacturing facilities;how

275、ever,there can be no assurance that these expectationswill be achieved.If we encounter cost overruns,system or process difficulties during or after startup or quality controlrestrictions,our capital costs could increase materially,the expected benefits from the development of the facility could bedi

276、minished or lost and we could lose all or a substantial portion of our investment.We could also encounter commodity marketrisk if,during a sustained period,the cost to manufacture is greater than projected.Information technology interruptions and breaches in data security could adversely impact our

277、business,results ofoperations and financial condition.We rely on computers,information and communications technology and related systems and networks in order to operate ourbusiness,including to store sensitive data such as intellectual property,our own proprietary business information and that of o

278、urcustomers,suppliers and business partners and personally identifiable information of our employees.Increased globalinformation technology security requirements,vulnerabilities,threats and a rise in sophisticated and targeted cyber attacks,which may be heightened in times of hostilities or war,comp

279、uter viruses,phishing attacks,social engineering schemes,malicious code,ransomware attacks,acts of terrorism and physical or electronic security breaches,including breaches bycomputer hackers,cyber-terrorists and/or unauthorized access to or disclosure of our and/or our employees or customers datapo

280、se a risk to the security of our systems,networks and the confidentiality,availability and integrity of our data.Our systemsand networks are also subject to damage or interruption from power outages,natural disasters,telecommunications failures,intentional or inadvertent user misuse,employee error,o

281、perator negligence and other similar events.Any of these or otherevents could result in system interruption,the disclosure,modification or destruction of proprietary and other key information,corruption of data,legal claims or proceedings,government enforcement actions,civil or criminal penalties,in

282、creased cybersecurity protection and remediation costs,production delays or disruptions to operations including processing transactions andreporting financial results and could adversely impact our reputation and our operating results.We have taken steps to addressthese concerns and have implemented

283、 internal control and security measures to protect our systems and networks from securitybreaches;however,measures that the Company takes to avoid,detect,mitigate or recover from material incidents,may beinsufficient,circumvented,or may become ineffective and there can be no assurance that a system

284、or network failure,orsecurity breach,will not impact our business,results of operations and financial condition.As cyber security threats continue toevolve and become more sophisticated,we may be required to incur significant costs and invest additional resources to protectagainst and,if required,re

285、mediate the damage caused by such disruptions or system failures in the future.Increasing attention to environmental,social and governance(ESG)matters,including any targets or other ESG orenvironmental justice initiatives,could result in additional costs or risks or adverse impacts on our business.O

286、ur business faces increasing scrutiny related to ESG issues,including environmental stewardship,supply chain management,climate change,diversity and inclusion,workplace conduct,human rights,philanthropy and support for local communities.Implementation of our environmental and sustainability initiati

287、ves,including the goals set forth in our annual sustainabilityreport,may require certain financial expenditures and employee resources,and the implementation of certain ESG practices ordisclosures.If we fail to meet applicable standards or expectations with respect to these issues,including the expe

288、ctations weestablish for our business,our reputation and brand could be damaged,and our business,financial condition and results ofoperations could be adversely impacted.Investors,stakeholders and other interested parties are also increasingly focused onissues related to environmental justice and ES

289、G in general.This may result in increased scrutiny,protests and negative publicity11with respect to our business and operations,which could in turn result in the cancellation or delay of projects,the revocation ofpermits,termination of contracts,lawsuits,regulatory action and policy change that may

290、adversely affect our business strategy,increase our costs,or adversely affect our reputation and performance.We are subject to litigation,potential liability claims and contract disputes,and may become subject to additionallitigation,claims and disputes in the future,any of which could adversely aff

291、ect our business,results of operations andfinancial condition.We are involved in various litigation matters,including regulatory proceedings,administrative proceedings,governmentalinvestigations,environmental matters and construction contract disputes.The nature of our operations also exposes us top

292、ossible litigation claims in the future.Furthermore,the manufacture and sale of our products as well as the use of our productsin a wide variety of commercial and industrial applications expose us to potential product liability and related claims.In theevent that a product of ours fails to perform a

293、s expected,regardless of fault,or is used in an unexpected manner,and suchfailure or use results in,or is alleged to result in,bodily injury and/or property damage or other losses,we may be subject toproduct liability and product quality claims.Because of the uncertain nature of litigation and insur

294、ance coverage decisions,we cannot predict the outcome of these matters.These matters could have a material adverse effect on our reputation,business,results of operations and financial condition.Litigation is very costly,and the costs associated with prosecuting and defending litigation matters coul

295、d have a materialadverse effect on our business,results of operations and financial condition.Although we are unable to precisely estimate theultimate dollar amount of exposure to loss in connection with litigation matters,we make accruals as warranted.However,theamounts that we accrue could vary si

296、gnificantly from the amounts we actually pay,due to inherent uncertainties,including theinherent uncertainties of the estimation process,the uncertainties involved in litigation and other factors.See Item 3,LegalProceedings of this Annual Report for a description of our current material legal procee

297、dings.Potential limitations on our ability to access credit,or the ability of our customers 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 co

298、ndition could be adverselyimpacted.Our senior unsecured notes are rated by Standard&Poors Corporation,Moodys Investors Service and Fitch Group,Inc.In determining our credit ratings,the rating agencies consider a number of both quantitative and qualitative factors.Thesefactors include earnings(loss),

299、fixed charges such as interest,cash flows,total debt outstanding,off-balance sheet obligationsand other commitments,total capitalization and various ratios calculated from these factors.The rating agencies also considerpredictability of cash flows,business strategy and diversity,industry conditions

300、and contingencies.Any downgrades in ourcredit ratings may make raising capital more difficult,increase the cost and affect the terms of future borrowings,affect theterms under which we purchase goods and services and limit our ability to take advantage of potential business opportunities.We could al

301、so be adversely affected if our banks refused to honor their contractual commitments or 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 conso

302、lidation has resulted in an increased credit riskspread among fewer customers,often without a corresponding strengthening of their financial status.If the availability of creditto fund or support the continuation and expansion of our customers business operations is curtailed or if the cost of that

303、credit isincreased,the resulting inability of our customers or of their customers to either access credit or absorb the increased cost ofthat credit could adversely affect our business by reducing our sales or by increasing our exposure to losses from uncollectiblecustomer accounts.The consequences

304、of such adverse effects could include the interruption of production at the facilities of ourcustomers,the reduction,delay or cancellation of customer orders,delays or interruptions of the supply of raw materials wepurchase and bankruptcy of customers,suppliers or other creditors.Any of these events

305、 may adversely affect our business,results of operations and financial condition.The impact of the Russian invasion of Ukraine on the global economy,energy supplies and raw materials is uncertain,but may prove to negatively impact our business and operations.The short and long-term implications of R

306、ussias invasion of Ukraine are difficult to predict at this time.We continue tomonitor any adverse impact that the outbreak of war in Ukraine and the subsequent institution of sanctions against Russia bythe United States and several European and Asian countries may have on the global economy in gene

307、ral,on our business andoperations and on the businesses and operations of our suppliers and customers.The ongoing conflict in Ukraine has led tomarket disruptions,including significant volatility in commodity prices and credit markets,as well as supply chaininterruptions,and contributed to global in

308、flation.Further,if the conflict intensifies or expands beyond Ukraine,it could have anadverse impact on our operations in Poland.We will continue to monitor this fluid situation and develop contingency plans as12necessary to address any disruptions to our business operations as they develop.To the e

309、xtent the war in Ukraine may adverselyaffect our business as discussed above,it may also have the effect of heightening many of the other risks described in this“RiskFactors”section,such as those relating to data security,supply chain,volatility in prices of scrap and other inputs,and marketconditio

310、ns,any of which could negatively affect our business and financial condition.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 conditio

311、n.From time to time in the past,some of our customers have sought to renegotiate or cancel their existing purchase commitmentswith us.In addition,some of our customers have breached previously agreed upon contracts to buy our products by refusingdelivery of the products.Where appropriate,we have and

312、 expect to in the future pursue litigation to recover our damages resulting from customercontract defaults and bankruptcy filings.We use credit assessments in the U.S.and credit insurance in Poland to mitigate therisk of customer insolvency.However,a large number of our customers defaulting on exist

313、ing contractual obligations topurchase our products could have a material 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 ourbusiness.The indentures governing our

314、 4.875%Senior Notes due 2023,our 4.125%Senior Notes due 2030,our 3.875%Senior Notesdue 2031 and our 4.375%Senior Notes due 2032 contain restrictions on our ability to create liens,sell assets,enter into sale andleaseback transactions and consummate transactions causing a change of control such as a

315、merger or consolidation.In additionto these restrictions,our Credit Agreement,as defined in Note 9,Credit Arrangements,in Part II,Item 8 of this Annual Report,contains covenants that restrict our ability to,among other things,enter into transactions with affiliates and guarantee the debtof some of o

316、ur subsidiaries.Our Credit Agreement and U.S.Facility,as defined in Note 9,Credit Arrangements,in Part II,Item8 of this Annual Report also require that we meet certain financial tests and maintain certain financial ratios,includingmaximum debt to capitalization and interest coverage ratios.The loan

317、agreement related to the Series 2022 Bonds,as defined inNote 9,Credit Arrangements,in Part II,Item 8 of this Annual Report,also restricts our ability to,among other things,enter intocertain sale and leaseback transactions,incur certain liens and take certain actions that would adversely affect the t

318、ax-exemptstatus of the Series 2022 Bonds.Other agreements that we may enter into in the future may contain covenants imposing significant restrictions on our businessthat are similar to,or in addition to,the covenants under our existing agreements.These restrictions may affect our ability tooperate

319、our business and may limit our ability to take advantage of potential business opportunities as they arise.Our ability to comply with these covenants may be affected by events beyond our control,including prevailing economic,financial and industry conditions.The breach of any of these covenants coul

320、d result in a default under the indentures governingour notes or under our other debt agreements.An event of default under our debt agreements would permit our lenders todeclare all amounts borrowed from them to be due and payable,together with accrued and unpaid interest.If we were unable torepay d

321、ebt 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 interestpayments on our notes.We may not be able to successfully i

322、dentify,consummate or integrate acquisitions,and acquisitions may adversely affectour financial 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 suitabl

323、e acquisition targets to enhance our growth.We mayfund such acquisitions using cash on hand,drawing under our credit facility or accessing the capital markets.To the extent wefinance such acquisitions with additional debt,the incurrence of such debt may result in a significant increase in our intere

324、stexpense and financial leverage,which could be further exacerbated by volatility in the debt capital markets.Further,an increasein our leverage could lead to deterioration in our credit ratings.The pursuit of acquisitions may pose certain risks to us.We may not be able to identify acquisition candi

325、dates that fit ourcriteria for growth and profitability.Even if we are able to identify such candidates,we may not be able to acquire them onterms or financing satisfactory to us.We will incur expenses and dedicate attention and resources associated with the review ofacquisition opportunities,whethe

326、r or not we consummate such acquisitions.13Additionally,even if we are able to acquire suitable targets on agreeable terms,we may not be able to successfully integratetheir operations with ours.Achieving the anticipated benefits of any acquisition will depend in significant part upon whether weinteg

327、rate such acquired businesses in an efficient and effective manner.We may not be able to achieve the anticipated operatingand cost synergies or long-term strategic benefits of our acquisitions within the anticipated timing or at all.For example,elimination of duplicative costs may not be fully achie

328、ved or may take longer than anticipated.The benefits from anyacquisition may be offset by the costs incurred in integrating the businesses and operations.We may also assume liabilities inconnection with acquisitions to which we would not otherwise be exposed.An inability to realize any or all of the

329、 anticipatedsynergies or other benefits of an acquisition as well as any delays that may be encountered in the integration process,whichmay delay the timing of such synergies or other benefits,could have an adverse effect on our business,results of operations andfinancial condition.Goodwill or other

330、 indefinite lived intangible asset impairment charges in the future could have a material adverse effecton our business,results of operations and financial condition.We review the recoverability of goodwill and other indefinite lived intangible assets annually as of the first day of our fourthquarte

331、r,and whenever events or circumstances indicate that the carrying value of a reporting unit,including goodwill,or anindefinite lived intangible asset may not be recoverable.To evaluate goodwill and other indefinite lived intangible assets for impairment,we may use qualitative assessments todetermine

332、 whether it is more likely than not that the fair value of a reporting unit,including goodwill,or an indefinite livedintangible asset is less than its carrying amount.The qualitative assessments require assumptions to be made regarding multiplefactors,including the current operating environment,hist

333、orical and future financial performance and industry and marketconditions.If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unitexceeds its estimated fair value,additional quantitative testing is performed.Alternatively,the Company may elect to bypassthe qualitative assessment and instead perform a quantitative impairment test to