COMMERCIAL METALS COMPANY In the following discussion, references to "we," "us," "our" or the "Company" meanCommercial Metals Company ("CMC") and its consolidated subsidiaries, unless the context otherwise requires. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes thereto, which are included in this Quarterly Report on Form 10-Q (this "Form 10-Q"), and our consolidated financial statements and the notes thereto, which are included in our Annual Report on Form 10-K for the year endedAugust 31, 2021 (the "2021 Form 10-K"). This discussion contains or incorporates by reference "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts, but rather are based on expectations, estimates, assumptions and projections about our industry, business and future financial results, based on information available at the time this Form 10-Q was filed with theSecurities and Exchange Commission ("SEC") or, with respect to any document incorporated by reference, available at the time that such document was prepared. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those identified in the section entitled "Forward-Looking Statements" at the end of Item 2 of this Form 10-Q and in the sections entitled "Risk Factors" in Part I, Item 1A of our 2021 Form 10-K and Part II, Item 1A of this Form 10-Q. We do not undertake any obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or otherwise, except as required by law.
Any reference in this Form 10-Q to the "corresponding period" relates to the
relevant three or nine month period ended
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Table of Contents BUSINESS CONDITIONS Acquisition OnApril 25, 2022 (the "Acquisition Date"), the Company completed the acquisition ofTAC Acquisition Corp. ("Tensar ") for approximately$550 million , net of cash acquired. Through its patented foundation systems,Tensar produces ground stabilization and soil reinforcement solutions that complement the Company's existing concrete reinforcement product lines. End customers for these products include commercial, industrial and residential site developers, mining and oil and gas companies, transportation authorities, coastal and waterway authorities and waste management companies. The acquired operations withinNorth America are presented within ourNorth America reportable segment and the remaining acquired operations are presented within ourEurope reportable segment. See Note 2, Acquisition, for more information about theTensar acquisition.
Russian Invasion of
The Russian invasion ofUkraine has not had a direct material adverse impact on our business, financial condition or results of operations during the nine months endedMay 31, 2022 . OurEurope segment identified alternate sources for a limited number of materials previously procured throughRussia and has not had an interruption in energy supply; therefore, we do not believe there will be resulting disruptions in supply that would impede production meeting demand. However, we will continue to monitor the indirect effects on our operations of inflationary pressures, foreign exchange rate fluctuations, commodity pricing, potential cybersecurity risks and sanctions resulting from the invasion.
COVID-19
The impact of the COVID-19 pandemic ("COVID-19" or "pandemic") on our operations
was limited during the nine months ended May 31, 2022 and 2021. We continue to
evaluate the nature and extent of future impacts of the evolving pandemic on our
operations and are complying with applicable U.S. federal, state and local law
and considering relevant guidance, including the guidelines of the U.S. Centers
for Disease Control and other authorities, to prioritize the health and safety
of our employees, families, suppliers, customers and communities. Given the
dynamic and uncertain nature and duration of the pandemic, we cannot reasonably
estimate the long-term impact of COVID-19 on our business, results of operations
and overall financial performance at this time.
See Part I, Item 1A, Risk Factors, of our 2021 Form 10-K and Part II, Item 1A, Risk Factors of this Form 10-Q for further discussion related to the above business conditions.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes to our critical accounting policies and estimates as set forth in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, included in our 2021 Form 10-K.
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RESULTS OF OPERATIONS SUMMARY
Business Overview
As a vertically integrated organization, we manufacture, recycle and fabricate
steel and metal products and provide related materials and services through a
network of facilities that includes seven electric arc furnace ("EAF") mini
mills, two EAF micro mills, one rerolling mill, steel fabrication and processing
plants, construction-related product warehouses and metal recycling facilities
in the United States and Poland . Through our Tensar division, we are a leading
global provider of innovative ground and soil stabilization solutions selling
into more than 80 national markets through its two major product lines: Tensar®
geogrids and Geopier® foundation systems. Our operations are conducted through
two reportable segments: North America and Europe .
When considering our results for the period, we evaluate our operating
performance by comparing net sales, in the aggregate and for both of our
segments, in the current period to net sales in the corresponding period. In
doing so, we focus on changes in average selling price per ton and tons shipped
for each of our vertically integrated product categories (raw materials, steel
products and downstream products) as these are the two variables that typically
have the greatest impact on our results of operations. Raw materials include
ferrous and nonferrous scrap, steel products include rebar, merchant and other
steel products, such as billets and wire rod, and downstream products include
fabricated rebar and steel fence post.
Key Performance Indicators
Adjusted EBITDA is used by management to compare and evaluate the period-over-period underlying business operational performance of our segments. Adjusted EBITDA is the sum of the Company's earnings before interest expense, income taxes, depreciation and amortization and impairment expense. Although there are many factors that can impact a segment's adjusted EBITDA and, therefore, our overall earnings, changes in steel products metal margin and downstream products margin over scrap costs period-over-period are consistent areas of focus for our Company and industry. Steel products metal margin and downstream products margin over scrap costs are metrics used by management to monitor the results of our vertically integrated organization. Steel products metal margin is the difference between the average selling price per ton of rebar, merchant and other steel products and the cost of ferrous scrap per ton utilized by our steel mills to produce these products. An increase or decrease in input costs can impact profitability of these products when there is no corresponding change in selling prices due to competitive pressures on prices. Downstream products margin over scrap costs is the difference between the average selling price per ton of fabricated rebar and steel fence post products and the scrap input costs to produce these products. The majority of our downstream products selling prices per ton are fixed at the beginning of a project and these projects last one to two years on average. Because the selling price generally remains fixed over the life of a project, changes in input costs over the life of the project can significantly impact profitability.
Financial Results Overview
Three Months Ended May 31, Nine Months Ended May 31,
(in thousands, except per share data) 2022 2021 2022 2021
Net sales $ 2,515,727 $ 1,845,041 $ 6,506,416 $ 4,699,114
Net earnings 312,429 130,408 928,632 260,552Diluted earnings per share $ 2.54$ 1.07 $ 7.55$ 2.14 28
-------------------------------------------------------------------------------- Table of Contents Net sales for the three and nine months endedMay 31, 2022 increased$670.7 million , or 36%, and$1.8 billion , or 38%, respectively, compared to the corresponding periods. The growth in net sales is largely attributable to rising selling prices across all major product lines in both of our segments for the three and nine months endedMay 31, 2022 , compared to the corresponding periods. Continued strong demand from robust construction activity in all of ourNorth America andEurope end-use markets was the primary driver for the increase in average selling prices. During the three and nine months endedMay 31, 2022 , we achieved net earnings of$312.4 million and$928.6 million , respectively. Included in net earnings during the nine months endedMay 31, 2022 was a$273.3 million gain on the sale of theRancho Cucamonga facilities. See Note 3, Changes in Business, for more information on the sale of theRancho Cucamonga facilities. Net earnings, less the gain on the sale of theRancho Cucamonga facilities in the year-to-date period, increased 140% and 152% during the three and nine months endedMay 31, 2022 , respectively, compared to the corresponding periods. These increases were driven by the significant expansion of steel products metal margin per ton in both of our segments and raw materials margin over purchase cost per ton in ourNorth America segment. Selling prices for steel products and raw materials outpaced the rising input costs of ferrous scrap utilized in our steel mill operations and the price paid to purchase ferrous and nonferrous scrap in our scrap metal recycling operations, as well as increases in the cost of freight, energy and other steelmaking inputs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased$5.2 million and$22.2 million for the three and nine months endedMay 31, 2022 , respectively, compared to the corresponding periods. Contributing to the increases in both periods were$11.4 million of selling, general and administrative expenses fromTensar 's operations and$4.5 million and$7.6 million of acquisition and integration expenses in the three and nine months endedMay 31, 2022 , respectively, with no such expenses in the corresponding periods. Partially offsetting the aforementioned increases in selling, general and administrative expenses during the three months endedMay 31, 2022 was a$6.4 million decrease in quarter-over-quarter labor-related expenses and$5.2 million of reduced expenses resulting from lower benefit restoration plan ("BRP") liabilities atMay 31, 2022 , compared to the corresponding period. The remaining change in selling, general and administrative expenses during the nine months endedMay 31, 2022 was a result of many factors, including$6.1 million of increased labor-related expenses,$3.6 million of increased travel-related costs and$12.5 million of reduced expenses resulting from lower BRP liabilities atMay 31, 2022 , compared to the corresponding period. Interest Expense Interest expense remained relatively flat during the three months endedMay 31, 2022 , compared to the corresponding period, and decreased by$3.8 million during the nine months endedMay 31, 2022 , compared to the corresponding period. Capitalized interest was$3.6 million and$7.8 million during the three and nine months endedMay 31, 2022 , respectively, compared to$0.7 million and$1.8 million during the corresponding periods, respectively. The increase in capitalized interest was due to the Company's third micro mill, which is under construction inMesa, Arizona . Offsetting the impact of increased capitalized interest was an increase in long-term debt interest expense of$4.3 million and$2.3 million during the three and nine months endedMay 31, 2022 , respectively, compared to the corresponding periods, due to the additional long-term debt outstanding atMay 31, 2022 compared toMay 31, 2021 .
Income Taxes
The effective income tax rates for the three and nine months endedMay 31, 2022 were 22.9% and 21.1%, respectively, compared to 22.6% and 23.7% in the corresponding periods. The effective income tax rate remained relatively flat for the three months endedMay 31, 2022 when compared with the corresponding period. The decrease for the nine months endedMay 31, 2022 is primarily due to the recognition of a capital loss on a tax restructuring transaction during the first quarter of fiscal 2022. 29
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SEGMENT OPERATING DATA
Unless otherwise indicated, all dollar amounts below are calculated before income taxes. See Note 16, Business Segments, for more information. The operational data presented in the tables below by product category reflects activity from sales of raw materials, steel products and downstream products, as applicable, which comprise the majority of sales inNorth America andEurope . The data is calculated using averages and therefore, it is not meaningful to quantify the effect that any individual metric had on the segment's net sales or adjusted EBITDA.North America Three Months Ended May 31, Nine Months Ended May 31, (in thousands) 2022 2021 2022 2021 Net sales$ 2,033,150 $ 1,558,068 $ 5,300,996 $ 4,010,567 Adjusted EBITDA 379,355 207,330 1,183,342 534,576 External tons shipped (in thousands) Raw materials 353 368 1,016 1,000 Rebar 505 500 1,354 1,458 Merchant and other 274 289 776 821 Steel products 779 789 2,130 2,279 Downstream products 399 408 1,126 1,122 Average selling price (per ton) Raw materials$ 1,207 $ 949 $ 1,116 $ 813 Steel products 1,110 794 1,045 702 Downstream products 1,244 963 1,168 943 Cost of raw materials per ton $ 908
472 369 446 327
Steel products metal margin per ton 638 425 599 375
Net sales for the three and nine months ended May 31, 2022 increased $475.1
million , or 30%, and $1.3 billion , or 32%, respectively, compared to the
corresponding periods. These results benefited from increased selling prices of
27% for raw materials, 40% for steel products and 29% for downstream products
during the three months ended May 31, 2022 , compared to the corresponding
period. Similarly, during the nine months ended May 31, 2022 , average selling
prices rose 37% for raw materials, 49% for steel products and 24% for downstream
products, compared to the corresponding period. The period-over-period increases
in average selling prices were primarily a result of a rising scrap price
environment and strong demand across all of our end-use markets. Volumes
remained relatively flat during both the three and nine months ended May 31,
2022 , compared to the corresponding periods, as the strong demand was offset in
part by the impacts of constrained labor at construction sites in certain
geographies and planned maintenance activities at certain of our facilities.
Adjusted EBITDA for the three and nine months ended May 31, 2022 increased
$172.0 million , or 83%, and $648.8 million , or 121%, respectively, compared to
the corresponding periods. Included in adjusted EBITDA during the nine months
ended May 31, 2022 was a $273.3 million gain on the sale of the Rancho Cucamonga
facilities. The remaining growth in adjusted EBITDA during the three and nine
months ended May 31, 2022 was primarily due to expansion of steel products metal
margin per ton and raw materials margin over purchase cost per ton, compared to
the corresponding periods. Although ferrous and nonferrous scrap prices
increased and inflationary pressures caused an increase in the cost of freight,
energy and other steelmaking inputs, the average selling price for steel
products and raw materials increased at a greater rate year-over-year. Adjusted
EBITDA included non-cash stock compensation expense of $3.8 million and $10.5
million for the three and nine months ended May 31, 2022 , respectively, and $3.4
million and $10.5 million for the corresponding periods.
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--------------------------------------------------------------------------------Table of ContentsEurope Three Months Ended May 31, Nine Months Ended May 31, (in thousands) 2022 2021 2022 2021 Net sales$ 484,564 $ 284,107 $ 1,209,378 $ 680,769 Adjusted EBITDA 120,974 50,005 281,955 80,582 External tons shipped (in thousands) Rebar 170 141 445 347 Merchant and other 306 263 846 807 Steel products 476 404 1,291 1,154 Average selling price (per ton) Steel products $ 967$ 664 $ 898$ 552 Cost of ferrous scrap utilized per ton $ 530$ 376 $ 472$ 324 Steel products metal margin per ton 437 288 426 228 Net sales for the three and nine months endedMay 31, 2022 increased$200.5 million , or 71%, and$528.6 million , or 78%, respectively, compared to the corresponding periods. The increases were driven largely by the increases in steel products average selling prices of$303 per ton, or 46%, and$346 per ton, or 63%, during the three and nine months endedMay 31, 2022 , respectively, compared to the corresponding periods. Increased demand for steel products from both construction and industrial end markets supported the increases in average selling prices, as well as the increases in shipments of steel products of 18% and 12% during the three and nine months endedMay 31, 2022 , respectively, compared to the corresponding periods. Along with the increased capacity from our third rolling line inPoland , which was commissioned in late 2021, steel products supply disruptions acrossEurope caused by the Russian invasion ofUkraine contributed to the increase in shipment volumes in the three and nine months endedMay 31, 2022 . Net sales for the three and nine months endedMay 31, 2022 were impacted by unfavorable foreign currency translation adjustments of$66.9 million and$115.6 million , respectively, due to the increase in the average value of theU.S. dollar relative to the Polish zloty, compared to favorable foreign currency translation adjustments of$22.6 million and$35.6 million , respectively, during the corresponding periods. Adjusted EBITDA for the three and nine months endedMay 31, 2022 increased$71.0 million , or 142%, and$201.4 million , or 250%, compared to the corresponding periods. The primary drivers of the increases in adjusted EBITDA were the expansion in steel products metal margin per ton, which increased 52% and 87%, respectively, during the three and nine months endedMay 31, 2022 , compared to the corresponding periods, and the volume increases mentioned above. The increases in steel products metal margin per ton were supplemented by additional increases on margins of fabricated rebar and wire mesh. During the three and nine months endedMay 31, 2022 , the cost of ferrous scrap utilized per ton increased 41% and 46%, respectively, compared to the corresponding periods, and inflationary pressures caused increases in the cost of freight, energy and other steelmaking inputs. However, the growth in average selling prices for steel products outpaced these increased costs in each period. Also offsetting the increased costs were realized gains of$4.8 million and$14.1 million during the three and nine months endedMay 31, 2022 , respectively, from an energy derivative designated as a cash flow hedging instrument, compared to immaterial gains recorded in the corresponding periods. Additionally, in the first quarter of 2022, we received a$15.5 million energy credit that was recorded as a reduction to cost of goods sold, with no similar credit received in the corresponding period. Adjusted EBITDA for the three and nine months endedMay 31, 2022 included unfavorable foreign currency exchange rate impacts of$17.2 million and$27.5 million , respectively, compared to favorable foreign currency translation adjustments of$4.1 million and$5.1 million , respectively, during the corresponding periods. Adjusted EBITDA included non-cash stock compensation expense of$0.5 million and$3.1 million for the three and nine months endedMay 31, 2022 , respectively, and$0.8 million and$2.2 million , respectively, during the corresponding periods. 31 -------------------------------------------------------------------------------- Table of Contents Corporate and Other Corporate and Other reported adjusted EBITDA loss of$35.0 million and$121.9 million for the three and nine months endedMay 31, 2022 , respectively, compared to$36.2 million and$108.7 million , respectively, in the corresponding periods. While quarter-over-quarter results remained flat, the increase in the adjusted EBITDA loss during the nine months endedMay 31, 2022 was primarily due to$7.6 million of year-to-date acquisition and integration expenses associated with the acquisition ofTensar , with no such costs in the corresponding period, and$8.7 million of additional labor-related expenses, compared to the corresponding period. Additionally, adjusted EBITDA included non-cash stock compensation expense of$7.7 million and$24.3 million for the three and nine months endedMay 31, 2022 , respectively, compared to$9.6 million and$22.9 million for the corresponding periods.
LIQUIDITY AND CAPITAL RESOURCES
Sources of Liquidity and Capital Resources
Our cash flows from operating activities are our principal sources of liquidity and result primarily from sales of raw materials, steel products, downstream products and related materials and services, as described in Part I, Item 1, Business, of our 2021 Form 10-K and Note 2, Acquisition. We have a diverse and generally stable customer base, and regularly maintain a substantial amount of accounts receivable. We record allowances for the accounts receivable we estimate will not be collected based on market conditions, customers' financial condition and other factors. Historically, these allowances have not been material. We use credit insurance internationally to mitigate the risk of customer insolvency. We estimate that the amount of credit-insured receivables (and those covered by export letters of credit) was approximately 17% of total trade receivables atMay 31, 2022 . We use futures or forward contracts to mitigate the risks from fluctuations in commodity prices, foreign currency exchange rates, interest rates and natural gas, electricity and other energy prices. See Note 10, Derivatives, for further information. The table below reflects our sources, facilities and availability of liquidity atMay 31, 2022 . See Note 9, Credit Arrangements, for additional information. Liquidity Sources and (in thousands) Facilities Availability Cash and cash equivalents$ 410,265 $ 410,265 Notes due from 2023 to 2032 1,230,000 * Revolver 400,000 398,604 U.S. accounts receivable facility 150,000 150,000 Series 2022 Bonds, due 2047 ** 145,060 - Poland credit facilities 70,269 69,371 Poland accounts receivable facility 67,458 4,831 Poland Term Loan 37,923 - Other 4,258 1,511 _________________ *We believe we have access to additional financing and refinancing, if needed, although we can make no assurances as to the form or terms of such financing. **See Note 9, Credit Arrangements, for additional information regarding the restrictions on the proceeds from the Series 2022 Bonds. We are continually reviewing our capital resources to determine whether we can meet our short and long-term goals. We anticipate our current cash balances, cash flows from operations and available sources of liquidity will be sufficient to maintain operations, make necessary capital expenditures, repay current maturities of long-term debt, pay dividends and opportunistically repurchase shares for at least the next twelve months. Additionally, we expect our long-term liquidity position will be sufficient to meet our long-term liquidity needs with cash flows from operations and financing arrangements. However, in the event of changes in business conditions or other developments, including a sustained market deterioration, unanticipated regulatory developments, significant acquisitions, competitive pressures, or to the extent our liquidity needs prove to be greater than expected or cash generated from operations is less than anticipated, we may need additional liquidity. To the extent we elect to finance our long-term liquidity needs, we believe that the potential financing capital available to us in the future is sufficient. 32 -------------------------------------------------------------------------------- Table of Contents As ofMay 31, 2022 andAugust 31, 2021 , we had no off-balance sheet arrangements that may have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Cash Flows Operating Activities Net cash flows from operating activities were$241.7 million for the nine months endedMay 31, 2022 , compared to net cash flows from operating activities of$94.2 million for the nine months endedMay 31, 2021 . Net earnings increased by$668.1 million year-over-year, including an increase in net gain on disposals of assets and other of$266.7 million , primarily attributable to the sale of theRancho Cucamonga facilities. This increase in net cash flows from operating activities was offset by a$343.4 million year-over-year net increase in cash used by operating assets and liabilities ("working capital"). The increase in cash used by working capital was due in part to rising scrap prices and greater inventory levels, which corresponded with an increase in accounts payable, accrued expenses and other payables in the nine months endedMay 31, 2022 , compared to the corresponding period. Additionally, the growth in sales period-over-period led to a rise in accounts receivable during the nine months endedMay 31, 2022 , compared to the corresponding period. Operating working capital days, which represents the number of days to convert accounts receivable and inventory, less accounts payable, into net sales, rose one day year-over-year. Investing Activities Net cash flows used by investing activities were$528.7 million for the nine months endedMay 31, 2022 , compared to net cash flows used by investing activities of$104.0 million for the nine months endedMay 31, 2021 . The$424.7 million increase in net cash flows used by investing activities was primarily caused by the acquisition ofTensar for a cash purchase price of approximately$550 million , net of cash acquired. See Note 2, Acquisition, for more information about the acquisition. Additionally, net cash flows used by investing activities rose due to increased capital expenditures from the construction of our third micro mill located inMesa, Arizona . These cash outflows were offset in part by proceeds from the sale of theRancho Cucamonga facilities. See Note 3, Changes in Business, for more information on the sale of theRancho Cucamonga facilities. We estimate that our 2022 capital spending will range from$475 million to$500 million . We regularly assess our capital spending based on current and expected results and the amount is subject to change. In addition, inJanuary 2022 , we announced the plan to construct a fourth micro mill geographically situated primarily to serve the Northeast, Mid-Atlantic and Mid-Western United States markets. Following the site selection and receipt of state and local incentives, permitting and other necessary approvals, the construction of the planned mill is expected to take roughly two years. Financing Activities Net cash flows from financing activities were$324.3 million for the nine months endedMay 31, 2022 , compared to net cash flows used by financing activities of$88.2 million for the nine months endedMay 31, 2021 . The$412.4 million increase in net cash flows from financing activities was a result of many actions, including net proceeds from long-term debt of$420.7 million during the nine months endedMay 31, 2022 , compared to net long-term debt repayments of$52.7 million during the nine months endedMay 31, 2021 . Net borrowings under our accounts receivable facilities increased$9.4 million during the nine months endedMay 31, 2022 , compared to the corresponding period. See Note 9, Credit Arrangements, for more information regarding our credit arrangements. Partially offsetting these cash flows from financing activities were$55.6 million of treasury stock repurchased under the share repurchase program,$7.7 million in increased dividend payments and a$6.3 million increase attributable to stock issued under incentive and purchase plans, net of forfeitures. See Note 14, Stockholders' Equity and Earnings per Share, for more information on the share repurchase program. 33
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CONTRACTUAL OBLIGATIONS
Our material cash commitments from known contractual and other obligations primarily consist of obligations for long-term debt and related interest, leases for properties and equipment and purchase obligations as part of normal operations. See Note 9, Credit Arrangements, for more information regarding scheduled maturities of our long-term debt. See Note 8, Leases, for additional information on leases. Our undiscounted purchase obligations due in the twelve months followingMay 31, 2022 andAugust 31, 2021 were$897.9 million and$638.5 million , respectively, with$170.3 million and$228.0 million due thereafter, respectively. The increase in short-term purchase obligations was primarily due to construction of our third micro mill inMesa, Arizona , purchases of inventory and other planned maintenance and capital expenditures in connection with normal business operations. The decrease in long-term purchase obligations is a result of a decrease in commitments for commodities used in operations, such as electrodes and natural gas, and certain capital expenditure obligations for the construction of our third micro mill which were fulfilled during the nine months endedMay 31, 2022 . Other Commercial Commitments
We maintain stand-by letters of credit to provide support for certain
transactions that governmental agencies, our insurance providers and suppliers
request. At
CONTINGENCIES
We may incur settlements, fines, penalties or judgments due to our involvement
in litigation, administrative proceedings and governmental investigations,
including environmental matters. Liabilities and costs associated with
litigation-related loss contingencies require estimates and judgments based on
our knowledge of the facts and circumstances surrounding each matter and the
advice of our legal counsel. We record liabilities for litigation-related losses
when we believe a material loss is probable and we can reasonably estimate the
amount of the loss. We evaluate the measurement of recorded liabilities each
reporting period based on the current facts and circumstances specific to each
matter. The ultimate losses incurred upon final resolution of litigation-related
loss contingencies may differ materially from the estimated liability recorded
at a particular balance sheet date. Changes in estimates are recorded in
earnings in the period in which such changes occur. We do not believe that any
currently pending legal proceedings to which we are a party will materially
affect, individually or in the aggregate, our results of operations, cash flows
or financial condition. See Note 15, Commitments and Contingencies, for more
information.
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FORWARD-LOOKING STATEMENTS
This Form 10-Q contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws with respect to general economic conditions, key macro-economic drivers that impact our business, the impact of the Russian invasion ofUkraine , the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and organic growth provided by acquisitions and strategic investments, demand for our products, metal margins, the effect of COVID-19 and related governmental and economic responses thereto, the ability to operate our steel mills at full capacity, future availability and cost of supplies of raw materials and energy for our operations, share repurchases, legal proceedings, the undistributed earnings of our non-U.S. subsidiaries,U.S. non-residential construction activity, international trade, capital expenditures, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations, the expected capabilities and benefits of new facilities, the timeline for execution of our growth plan, and our expectations or beliefs concerning future events. The statements in this report that are not historical statements, are forward-looking statements. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "future," "intends," "may," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases, as well as by discussions of strategy, plans, or intentions. Our forward-looking statements are based on management's expectations and beliefs as of the time this Form 10-Q is filed with theSEC or, with respect to any document incorporated by reference, as of the time such document was prepared. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Important factors that could cause actual results to differ materially from our expectations include those described in Part I, Item 1A, Risk Factors, of our 2021 Form 10-K and Part II, Item 1A, Risk Factors of this Quarterly Report on Form 10-Q, as well as the following:
•changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry;
•rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of our downstream contracts due to rising commodity pricing;
•impacts from COVID-19 on the economy, demand for our products, global supply chain and on our operations, including the responses of governmental authorities to contain COVID-19 and the impact of various COVID-19 vaccines;
•excess capacity in our industry, particularly in
•the impact of the Russian invasion of
•compliance with and changes in existing and future laws, regulations and other legal requirements and judicial decisions that govern our business, including increased environmental regulations associated with climate change and greenhouse gas emissions;
•involvement in various environmental matters that may result in fines, penalties or judgments;
•evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors that may impact amounts accrued for environmental liabilities;
•potential limitations in our or our customers' abilities to access credit and non-compliance of their contractual obligations, including payment obligations;
•activity in repurchasing shares of our common stock under our repurchase program;
•financial covenants and restrictions on the operation of our business contained in agreements governing our debt;
•our ability to successfully identify, consummate and integrate acquisitions, and the effects that acquisitions may have on our financial leverage;
•risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third party consents and approvals;
•operating and startup risks, as well as market risks associated with the commissioning of new projects could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investments;
•lower than expected future levels of revenues and higher than expected future costs;
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•failure or inability to implement growth strategies in a timely manner;
•impact of goodwill impairment charges;
•impact of long-lived asset impairment charges;
•currency fluctuations;
•global factors, such as trade measures, military conflicts and political uncertainties, including changes to current trade regulations, such as Section 232 trade tariffs and quotas, tax legislation and other regulations which might adversely impact our business;
•availability and pricing of electricity, electrodes and natural gas for mill operations;
•ability to hire and retain key executives and other employees;
•competition from other materials or from competitors that have a lower cost structure or access to greater financial resources;
•information technology interruptions and breaches in security;
•ability to make necessary capital expenditures;
•availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance;
•unexpected equipment failures;
•losses or limited potential gains due to hedging transactions;
•litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks;
•risk of injury or death to employees, customers or other visitors to our operations; and
•civil unrest, protests and riots.
You should refer to the "Risk Factors" disclosed in our periodic and current reports filed with theSEC for specific risks which would cause actual results to be significantly different from those expressed or implied by these forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause actual results, performance or our achievements, or industry results, to differ materially from historical results, any future results, or performance or achievements expressed or implied by such forward-looking statements. Accordingly, readers of this Form 10-Q are cautioned not to place undue reliance on any forward-looking statements.
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