United States securities and exchange commission logo
February 29, 2024
Paul J. Lawrence
Senior Vice President and Chief Financial Officer
Commercial Metals Company
6565 N. MacArthur Blvd.
Irving, TX 75039
Re: Commercial Metals
Company
Form 10-K for the
Fiscal Year Ended August 31, 2023
Form 10-Q for the
Quarterly Period Ended November 30, 2023
Form 8-K Filed
January 8, 2024
File No. 001-04304
Dear Paul J. Lawrence:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-Q for the Quarterly Period Ended November 30, 2023
Note 1. Nature of Operations and Accounting Policies, page 8
1. We note that you
changed your reportable segments to reflect a change in the manner in
which your business is
managed during the first quarter of 2024. Additionally, it appears
that you are
incorporating your August 31, 2023 annual financial statements on Form 10-
K into a registration
statement on Form S-3. Please tell us how you considered the need to
revise your segment
reporting financial statement footnote, description of business,
MD&A and other Form
10-K disclosures as necessary to reflect the new reportable
segments. The revised
annual financial statements and related disclosures could be
included in the
registration statement or in a Form 8-K incorporated by reference.
Paul J. Lawrence
FirstName
CommercialLastNamePaul J. Lawrence
Metals Company
Comapany29,
February NameCommercial
2024 Metals Company
February
Page 2 29, 2024 Page 2
FirstName LastName
Form 8-K Filed January 8, 2024
Exhibit No. 99.1, page 12
2. We note you adjust certain non-GAAP financial measures for Mill
operational
commissioning costs. Please explain to us how you determined these
adjustments are
appropriate based on the guidance in Question 100.01 of the Division
of Corporation
Finance s Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures or
tell us how you plan to revise your non-GAAP financial measures in
future filings.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Jeffrey Gordon at 202-551-3866 or Jean Yu at 202-551-3305
with any
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing