Commercial Metals Company
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ITEM 1. BUSINESS
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K (hereinafter referred to as the "Annual Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995. Actual results, performance or achievements could differ materially from those projected in the forward-looking statements as a result of a number of risks, uncertainties and other factors. For a discussion of important factors that could cause our results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by our forward-looking statements, please refer to Part I, Item 1A, Risk Factors and Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report.
References in this Annual Report to "CMC," "the Company," "we," "our" and "us" refer to Commercial Metals Company and its subsidiaries unless otherwise indicated.
Certain trademarks or service marks of CMC appearing in this Annual Report are the property of CMC and are protected under applicable intellectual property laws. Solely for convenience, our trademarks and tradenames referred to in this Annual Report may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames.
OVERVIEW
Founded in 1915 as a single scrap yard in Dallas, Texas, CMC has become an innovative solutions provider helping build a stronger, safer and more sustainable world. Today, through an extensive manufacturing network principally located in the United States ("U.S.") and Central Europe, we offer products and technologies to meet the critical reinforcement needs of the global construction sector. CMC’s solutions support early-stage construction across a wide variety of applications, including infrastructure, non-residential, residential, industrial and energy generation and transmission. Our operations are conducted through three reportable segments: North America Steel Group, Emerging Businesses Group and Europe Steel Group.
At CMC, we believe "it’s what’s inside that counts." This reflects the nature of our products, which are found in critical infrastructure worldwide, and also applies to our culture and employees. We operate under the guiding principles of placing the customer at the core of all we do, staying committed to our employees, giving back to our communities and creating value for our investors, all while continuing our commitment to sustainability. From our inception, our business model has been strategically built on sustainable principles, including recycling metals, manufacturing products from approximately 98% recycled material using energy-efficient technology and employing closed-loop water recycling processes.
Our focus on safety and talent development allows us to run a great company and achieve operational and commercial excellence across our business. We provide differentiating value for our customers through our industry-leading customer service with a low cost, high-quality production process. Further, we have achieved market leadership through our commitment to transformation, advancement and long-term growth by investing in our business and in our people. As our customers' needs and preferences have evolved, our products have expanded to include diverse and innovative solutions and future growth platforms. Through a combination of both value-accretive organic growth that captures available internal synergies, and capability-enhancing inorganic growth that broadens our portfolio, we aim to provide our customers with a comprehensive solution.
We maintain our corporate office at 6565 North MacArthur Boulevard, Suite 800, Irving, Texas 75039. Our telephone number is (214) 689-4300, and our website is http://www.cmc.com. Our fiscal year ends August 31st, and any reference in this Annual Report to a year refers to the fiscal year ended August 31st of that year, unless otherwise noted. Any reference in this Annual Report to a ton refers to the U.S. short ton, a unit of weight equal to 2,000 pounds.
Our Annual Report, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to these reports are made available free of charge through the Investors section of our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (the "SEC"). The information contained on our website or available by hyperlink from our website is not incorporated into this Annual Report or other documents we file with, or furnish to, the SEC.
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Segments
The Company has three reportable segments that represent the primary businesses reported in our consolidated financial statements: North America Steel Group, Emerging Businesses Group and Europe Steel Group. The following chart summarizes net sales to external customers by major product category within each reportable segment during the year ended August 31, 2025. For a historical breakout of our net sales to external customers by major product category within each reportable segment, see Note 19, Segment Information, in Part II, Item 8 of this Annual Report.
NORTH AMERICA STEEL GROUP SEGMENT
Our North America Steel Group segment provides a diverse offering of products and solutions to support the construction sector. Composed of a vertically integrated network of recycling facilities, steel mills and fabrication operations, our strategy in North America is to optimize our vertically integrated value chain to maximize profitability while providing industry-leading customer service. To execute our strategy, we seek to (i) obtain inputs at the lowest possible cost, including materials procured from our recycling facilities, which are operated to provide low-cost scrap to our steel mills, (ii) operate modern, efficient electric arc furnace ("EAF") steel mills and (iii) enhance operational efficiency by utilizing our fabrication operations to optimize our steel mill volumes and obtain the highest possible selling prices to maximize metal margin. We strive to maximize cash flow generation through increased productivity, high-capacity utilization and optimal product mix. To remain competitive, we regularly make substantial capital expenditures. We have invested approximately 80%, 77% and 88% of total capital expenditures in our North America Steel Group segment during 2025, 2024 and 2023, respectively. For logistics, we utilize a fleet of trucks we own or lease as well as private haulers, railcars, export containers and barges.
Our 42 scrap metal recycling facilities, primarily located in the southeast and central U.S., process ferrous and nonferrous scrap metals. These facilities purchase processed and unprocessed ferrous and nonferrous scrap metals from a variety of sources including manufacturing and industrial plants, metal fabrication plants, electric utilities, machine shops, factories, refineries, shipyards, demolition businesses, automobile salvage firms, wrecking companies and retail individuals. Our recycling facilities utilize specialized equipment to efficiently process large volumes of ferrous material, including seven large machines capable of shredding obsolete automobiles or other sources of scrap metal. Certain facilities also have nonferrous downstream separation equipment, including equipment at three of our facilities that reclaim metal from insulated copper wire, to allow us to capture more metal content. With the exception of precious metals, our scrap metal processing facilities recycle and process almost all types of metal. We sell ferrous and nonferrous scrap metals (collectively referred to as "raw materials") to steel mills and foundries, aluminum sheet and ingot manufacturers, brass and bronze ingot makers, copper refineries and mills, secondary lead smelters, specialty steel mills, high temperature alloy manufacturers and other consumers. Raw materials margin per ton is defined as the difference between the selling prices for processed and recycled ferrous and nonferrous scrap metals and the price paid to purchase obsolete and industrial scrap.
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Our steel mill operations consist of six EAF mini mills, three EAF micro mills and one rerolling mill. Our steel mills manufacture 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 applications (collectively referred to as "steel products" in the context of the North America Steel Group segment). Each EAF mini mill consists of:
•a melt shop with an EAF;
•continuous casting equipment that shapes molten metal into billets;
•a reheating furnace that prepares billets for rolling;
•a rolling line that forms products from heated billets;
•a mechanical cooling bed that receives hot products from the rolling line;
•finishing facilities that shear, straighten, bundle and prepare products for shipping;
•baghouse systems that control particulate emissions from steelmaking operations; and
•supporting facilities such as maintenance, warehouse and office areas.
Our EAF micro mills utilize similar equipment and processes as described above; however, these facilities utilize unique continuous process technology where metal flows uninterrupted from melting to casting to rolling into finished steel products. Our rerolling mill does not utilize a melt shop; the rerolling process begins by reheating billets to roll into finished steel products. We ship hot-rolled spooled rebar from two facilities and re-spooled rebar from one facility. The estimated annual capacity for our steel mills, included in Part I, Item 2, Properties, of this Annual Report assumes a typical product mix and is not necessarily indicative of the expected production volumes or shipments in any fiscal year. Descriptions of mill capacity, particularly rolling capacity, are highly dependent on the specific product mix manufactured. Our mills roll many different types and sizes of products depending on market conditions, including pricing and demand.
We are currently constructing a fourth EAF micro mill in Berkeley County, West Virginia. This facility is strategically located to serve the Northeast, Mid-Atlantic and Mid-Western U.S. markets and will be supported by our existing network of downstream fabrication plants. Site improvements, foundation work and substantial portions of supporting infrastructure for the micro mill are complete. Construction of structural components for multiple process buildings and equipment is ongoing. We expect to begin melt shop production at this micro mill during 2026. Once operational, this facility will expand our production capacity for straight-length and spooled rebar and advance our commitment to sustainable steelmaking.
Ferrous scrap is the primary raw material used by our steel mills and is subject to significant price fluctuations. We believe the supply of ferrous scrap available to us is adequate to meet our future needs. Our mills consume large amounts of electricity and natural gas. We have not had any significant curtailments, and we believe that energy supplies are adequate. The supply and demand of regional and national energy, and the extent of applicable regulatory oversight of rates charged by providers, affect the 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 fabricating industries, metals service centers, original equipment manufacturers and agricultural, energy and petrochemical industries. Due to the nature of our steel products, we do not have a long lead time between order receipt and delivery. We generally fill orders for steel products from inventory or with products near completion. As a result, we do not believe our steel products backlog is a significant factor in the evaluation of our North America Steel Group operations.
Our fabrication operations include 53 facilities engaged in various aspects of steel fabrication; 49 of these facilities engage in general fabrication of reinforcing steel, including shearing, bending and welding, and four of these facilities fabricate steel fence posts. Fabricated rebar is used to reinforce concrete primarily in the construction of commercial and non-commercial buildings, hospitals, convention centers, industrial plants, power plants, highways, bridges, arenas, stadiums and dams, and is generally sold in response to a competitive bid solicitation. Many of the resulting projects are fixed price over the life of the project, and certain contracts include escalation provisions. We also provide installation services of fabricated rebar in certain markets. We obtain steel for our fabrication operations primarily from our own steel mills, and the demand created by our fabrication operations optimizes the production from our steel mills. Our steel fence posts have many applications, including residential and commercial landscaping and agricultural and livestock containment. Additionally, we have three facilities that supply post-tension cable for use in a variety of projects, such as slab-on-grade foundations, bridges, buildings, parking structures and rock-and-soil anchors. The fabrication and post-tension cable offerings are collectively referred to as "downstream products" in the context of the North America Steel Group segment. Downstream products backlog, defined as the total value of unfulfilled orders, was $1.4 billion at August 31, 2025.
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EMERGING BUSINESSES GROUP SEGMENT
Our Emerging Businesses Group segment provides construction-related solutions and value-added products with strong underlying growth fundamentals to serve domestic and international markets that are adjacent to those served by our vertically integrated operations in the North America Steel Group segment and the Europe Steel Group segment. The Emerging Businesses Group segment's portfolio consists of the following:
•CMC Construction Services operations sell and rent construction-related products and equipment to concrete installers and other businesses in the construction industry (collectively referred to as "construction products").
•Tensar operations sell geogrids and Geopier foundation systems (collectively referred to as "ground stabilization solutions"). Geogrids are polymer-based products used for ground stabilization, soil reinforcement and asphalt optimization in construction applications, including roadways, public infrastructure and industrial facilities. Geopier foundation systems are rammed aggregate pier and other foundation solutions that increase the load-bearing characteristics of ground structures and working surfaces and can be applied in soil types and construction situations in which traditional support methods are impractical or would make a project infeasible.
•CMC Impact Metals operations manufacture heat-treated, high-strength steel products, such as high-strength bar for the truck trailer industry, special bar quality steel for the energy market and armor plate for military vehicles.
•Our group of performance reinforcing steel offerings include innovative products such as Galvabar (galvanized rebar with a zinc alloy coating that provides corrosion protection and post-fabrication formability), ChromX (designed for high-strength capabilities, corrosion resistance and a service life of more than 100 years), and CryoSteel (a cryogenic reinforcing steel that exceeds minimum performance requirements for strength and ductility at extremely low temperatures). Additionally, CMC Anchoring Systems' operations supply custom engineered anchor cages, bolts and fasteners that are fabricated principally from rebar and are used primarily to secure high voltage electrical transmission poles to concrete foundations.
•Through our licensing agreement with InQuik Inc., CMC Bridge Systems is the authorized provider of InQuik Bridges in the U.S. CMC Bridges are a patented prefabricated and modular system for constructing reinforced concrete bridge components off-site, which are then installed on-site with poured concrete for a cast-in-place structure.
EUROPE STEEL GROUP SEGMENT
Our Europe Steel Group segment is composed of a vertically integrated network of recycling facilities, an EAF mini mill and fabrication operations located in Poland. Our strategy in Europe is to optimize profitability of the products manufactured by our mini mill, and we execute this strategy in the same way in our Europe Steel Group segment as we do in our North America Steel Group segment.
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In the following discussion, references to "we," "us," "our" or the "Company" mean Commercial 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 ended August 31, 2025 (the "2025 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 the United States ("U.S.") Securities and Exchange Commission (the "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 section entitled "Risk Factors" in Part I, Item 1A of our 2025 Form 10-K. 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 three or six month period ended February 28, 2025, as applicable. Any reference in this Form 10-Q to the "current period" relates to the three or six month period ended
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February 28, 2026, as applicable. Any reference in this Form 10-Q to a year refers to the fiscal year ended August 31st of that year, unless otherwise stated.
Certain trademarks or service marks of CMC appearing in this Form 10-Q are the property of CMC and are protected under applicable intellectual property laws. Solely for convenience, our trademarks and tradenames referred to in this Form 10-Q may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames.
BUSINESS CONDITIONS AND DEVELOPMENTS
Senior Notes Activity
In November 2025, we issued $1.0 billion of 5.750% senior unsecured notes due November 2033 (the “2033 Notes”) and $1.0 billion of 6.000% senior unsecured notes due December 2035 (the “2035 Notes”). We will make semiannual interest payments on the outstanding principal of the 2033 Notes on May 15 and November 15 of each year, with the first such interest payment due on May 15, 2026. We will make semiannual interest payments on the outstanding principal of the 2035 Notes on June 15 and December 15 of each year, with the first such interest payment due on June 15, 2026. Gross proceeds from the issuance of the 2033 Notes and the 2035 Notes were used to facilitate the closing of the Foley Acquisition (as defined below). Aggregate fees and issuance costs associated with the 2033 Notes and the 2035 Notes were approximately $15.8 million and $21.3 million for the three and six months ended February 28, 2026, respectively. Prior quarter amounts included rating agency and legal fees whereas current quarter amounts related to additional fees associated with the 2033 Notes and the 2035 Notes that were conditional on the closing of the Foley Acquisition.
Foley Acquisition
On December 15, 2025, we completed the acquisition of all of the issued and outstanding equity securities of the holding companies that own Foley Products Company, LLC ("Foley" and such transaction, the “Foley Acquisition”), one of the largest regional suppliers of precast concrete solutions in the U.S. and a leader within the Southeastern U.S. Operating results for Foley are included within the Construction Solutions Group segment. The Foley Acquisition aligns with our strategy to pursue inorganic growth by adding scale, margin strength and regional leadership to our precast platform.
CP&P Acquisition
On December 1, 2025, we completed the acquisition of all of the issued and outstanding equity securities of Concrete Pipe and Precast, LLC ("CP&P" and such transaction, the “CP&P Acquisition”), a leading supplier of precast concrete solutions to the U.S. Mid-Atlantic and South Atlantic markets. Operating results for CP&P are included within the Construction Solutions Group segment. The CP&P Acquisition aligns with our strategy to pursue inorganic growth by expanding CMC’s portfolio of early-stage construction solutions through the addition of precast capabilities.
For more information on the Foley Acquisition and the CP&P Acquisition, refer to Note 2, Acquisitions, in Part I, Item 1, Financial Statements, of this Form 10-Q.
Third Amendment to Credit Agreement
On December 17, 2025, we entered into the Third Amendment and Commitment Increase to the Sixth Amended and Restated Credit Agreement (the “Third Amendment”), which increased the borrowing capacity under the revolving credit facility from $600.0 million to $1.0 billion and extended the maturity date to December 17, 2030.
Amended and Restated Commitment Letter
As previously disclosed, we entered into a commitment letter, dated October 15, 2025 (the “Commitment Letter”), with Bank of America, N.A., BofA Securities, Inc. and Citigroup Global Markets Inc., pursuant to which, subject to the terms and conditions set forth therein, Bank of America, N.A. and Citigroup Global Markets Inc. agreed to provide us (i) a 364-day senior unsecured bridge facility in an aggregate principal amount of up to $1.85 billion (the “Bridge Facility”) and (ii) a senior secured revolving credit facility in an aggregate principal amount of $600.0 million (the "Backstop Facility"). On October 31, 2025, in connection with the effectiveness of the Second Amendment (as defined in Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q), the Company amended and restated the Commitment Letter to eliminate the Backstop Facility. On December 15, 2025, the Commitment Letter terminated in connection with the closing of the Foley Acquisition.
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Capital Expenditures
We are currently constructing our fourth micro mill, located in Berkeley County, West Virginia. This facility is strategically located to serve the Northeast, Mid-Atlantic and Mid-Western U.S. markets and will be supported by our existing network of downstream fabrication plants. Construction of structural components for multiple process buildings is substantially complete and equipment installation is ongoing. Several key milestones for utility infrastructure have been reached. We expect to begin production at this micro mill during 2026.
Macroeconomic Trends and Uncertainties
We are subject to risks and exposures from the evolving macroeconomic environment, including uncertainty and volatility in financial markets, efforts of governments to stimulate or stabilize economies and other changes in economic conditions, such as an increase in trade tensions and related tariffs with U.S. trading partners. On February 10, 2025, President Trump issued an executive order re-imposing Section 232's 25% tariffs on steel imports from all sources, effective March 12, 2025, ending country and product exemptions, and broadening the application of the tariffs to fabricated steel products. Effective June 4, 2025, the tariffs on steel imports were increased to 50% for all countries other than the United Kingdom, which continues to be subject to 25% tariffs.
Although the elimination of Section 232 tariff exemptions has provided a favorable backdrop to the domestic long steel market, there remains uncertainty regarding the duration and scope of this and other potential executive actions related to tariffs. If the Section 232 or other import tariffs, quotas or duties are relaxed, repealed, challenged legally or expire; if other countries are exempted, or if relatively higher U.S. steel prices make it attractive for foreign steelmakers to export their steel products to the U.S., despite the presence of import tariffs, quotas or duties, a resurgence of substantial imports of foreign steel could occur. This would put downward pressure on U.S. steel prices.
Recent developments illustrate how these risks may materialize. Countries such as Algeria, Bulgaria, Egypt and Vietnam have also increased their steel exports, particularly of rebar, to the U.S. Further, excess capacity has also led to greater protectionism as is evident in raw material and finished product border tariffs put in place by China, Brazil and other countries. In response to these pressures, a petition was filed with the U.S. International Trade Commission ("ITC") by the Rebar Trade Action Coalition, which consists of several U.S. steel producers including CMC, in June 2025, alleging that exporters of steel concrete reinforcing bar from Algeria, Bulgaria, Egypt and Vietnam are dumping material into the U.S. market at prices below fair value. The petition seeks the imposition of significant antidumping duties on rebar imports from these countries. In July 2025, the ITC preliminarily determined that there was a reasonable indication of material injury to the U.S. domestic rebar industry, and thus the Department of Commerce’s investigation of dumping was authorized to continue. In March 2026, the Department of Commerce announced its preliminary affirmative determinations that Algeria, Bulgaria, Egypt and Vietnam had sold steel concrete reinforcing bar into the U.S. at less than fair value. Subsequently, the Department of Commerce announced its final affirmative determination with respect to Algeria, which concluded that steel reinforcing bar imported from Algeria benefitted from countervailable subsidies at the rate of 72.94%. The final determinations for Bulgaria, Egypt and Vietnam are expected to be announced later this year. If final injury determinations are subsequently made by the ITC, the Department of Commerce will assess antidumping duties on the subject steel concrete reinforcing bar.
From a longer-term perspective on demand, we see tariffs as a single component of a broader program that includes changes to tax, regulatory, energy and trade policy aimed at stimulating domestic investment, which could meaningfully benefit construction activity. With regards to operating costs, we anticipate the impact of tariffs to be modest, as we source primarily from domestic suppliers. We also anticipate the impact on capital costs to be modest.
In our U.S. market, we have not yet experienced any direct impact from the war in Iran, but continue to closely monitor the conflict for potential demand disruptions or cost inflation. Energy costs in Europe have risen, though the magnitude of the financial effect will depend on the duration of the conflict.
Tax Legislation Updates
On July 4, 2025, the One Big Beautiful Bill Act was enacted into law, introducing significant amendments to U.S. tax legislation with varying effective dates. Key provisions that impact CMC include the expansion of bonus depreciation, accelerated expensing of research and development costs and revisions to international tax regimes. CMC has incorporated these amendments into its 2026 tax provision, as applicable, and continues to evaluate the legislation.
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On January 10, 2025, the Internal Revenue Service awarded CMC with a Qualifying Advanced Energy Project Credit (as defined in Internal Revenue Code section 48C) based on qualifying expenditures related to the construction of the West Virginia micro mill. CMC plans on utilizing the credit beginning with its 2026 tax return and has included the estimated impact in the financial statements beginning in 2026.
See section entitled "Risk Factors" in Part I, Item 1A of our 2025 Form 10-K for further discussion related to the above business conditions and developments.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes to our critical accounting policies and estimates as set forth in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2025 Form 10-K.
RESULTS OF OPERATIONS SUMMARY
Business Overview
CMC is a leading provider of early-stage construction solutions that support the foundational phases of modern infrastructure and building projects. Through an extensive manufacturing network primarily located in the United States and Central Europe, with strategic operations in the United Kingdom, Europe and Asia, CMC serves infrastructure, non-residential, residential, industrial and energy markets. While often unseen, CMC’s products are essential to highways, bridges, airports, commercial buildings and other critical structures that support everyday life. Our operations are conducted through three reportable segments: North America Steel Group, Construction Solutions Group and Europe Steel Group.
During the first quarter of 2026, we announced the acquisitions of Foley and CP&P, which resulted in the creation of our precast platform. As a result, we changed the name of our Emerging Businesses Group segment to Construction Solutions Group to better reflect the business composition of the segment and more closely align with the strategic priorities of CMC. The name change has no impact on our reporting structure nor on financial information previously reported.
Key Performance Indicators
When evaluating our results, we compare net sales, in the aggregate and for each of our reportable segments, in the current period to net sales in the corresponding period. For the North America Steel Group and the Europe Steel Group segments, we focus on changes in average selling price per ton and tons shipped compared to the corresponding period for each of our vertically integrated product categories as these are the two variables that typically have the greatest impact on our net sales for those reportable segments. Of the products evaluated by changes in average selling price per ton and tons shipped within the North America Steel Group and Europe Steel Group segments, raw materials include ferrous and nonferrous scrap, steel products include rebar, merchant bar, light structural and other steel products, such as billets and wire rod, and downstream products include fabricated rebar, steel fence posts and wire mesh. Evaluations of average selling price per ton and tons shipped for downstream products exclude post-tension cable, which is not measured on a per ton basis.
Adjusted EBITDA is used by management to compare and evaluate the period-over-period underlying business operational performance of our reportable segments. Adjusted EBITDA is equal to earnings or losses before interest expense, income taxes, depreciation and amortization expense, impairment expense and unrealized gains and losses on undesignated commodity hedges.
Although there are many factors that can impact a segment’s adjusted EBITDA and, therefore, our overall earnings or losses, changes in metal margins of our steel products and downstream products period-over-period in the North America Steel Group and Europe Steel Group segments are a consistent area of focus for our Company and industry. Metal margin is a metric used by management to monitor the results of our vertically integrated organization. For our steel products, metal margin is the difference between the average selling price per ton of rebar, merchant bar and other steel products and the cost of ferrous scrap per ton utilized by our steel mills to produce these products. The metal margin for the North America Steel Group and Europe Steel Group segments' downstream products is the difference between the average selling price per ton of our downstream products and the scrap input costs to produce these products. An increase or decrease in input costs can impact profitability of steel products and downstream products when there is no corresponding change in selling prices. The majority of the North America Steel Group and Europe Steel Group segments' downstream products selling prices per ton are fixed at the beginning of a project and these projects last one to two years on average. The selling price generally remains fixed over the life of a project; therefore, changes in input costs over the life of the project can significantly impact profitability.
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Financial Results Overview
| Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||||||||||||||
| (in thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | 2,132,018 | $ | 1,754,376 | $ | 4,252,325 | $ | 3,663,978 | ||||||||||||||||
| Net earnings (loss) | 93,032 | 25,473 | 270,314 | (150,245) | ||||||||||||||||||||
| Diluted earnings (loss) per share | $ | 0.83 | $ | 0.22 | $ | 2.41 | $ | (1.32) | ||||||||||||||||
Net sales increased $377.6 million, or 22%, for the three months ended February 28, 2026, compared to the corresponding period, and increased $588.3 million, or 16% for the six months ended February 28, 2026, compared to the corresponding period. The newly acquired precast platform contributed $144.6 million of net sales to external customers in the current period that were not part of the corresponding period results. Additional information regarding period-over-period changes in net sales is provided in the Segment Operating Data section under North America Steel Group, Construction Solutions Group and Europe Steel Group.
During the three and six months ended February 28, 2026, we achieved net earnings of $93.0 million and $270.3 million, respectively, compared to net earnings of $25.5 million and a net loss of $150.2 million, in the respective corresponding periods. The change in net earnings in the three months ended February 28, 2026, compared to the corresponding period, was primarily due to expansion in steel products metal margins within our North America Steel Group segment. The year-over-year increase in net earnings in the six months ended February 28, 2026, was primarily due to litigation-related expense of approximately $268.0 million, net of estimated tax, associated with a contingent litigation-related loss recognized in the six months ended February 28, 2025 resulting in a net loss in the corresponding period.
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses increased $65.6 million and $83.4 million during the three and six months ended February 28, 2026, respectively, compared to the corresponding period. The increases were primarily driven by employee-related costs which increased by $30.4 million and $37.7 million, respectively, compared to the corresponding periods due to increased SG&A as a result of the Foley and CP&P Acquisitions, as well as higher variable incentive compensation costs. Further, transaction expenses of $20.6 million and $34.0 million related to the Foley and CP&P Acquisitions were incurred during the three and six months ended February 28, 2026, respectively, with no such expenses in the corresponding periods. Intangible asset amortization increased by $5.4 million, during each of the three and six months ended February 28, 2026, respectively, as a result of the inclusion of new intangible assets from the Foley and CP&P Acquisitions. Information technology costs increased by $3.3 million and $6.1 million, during the three and six months ended February 28, 2026, respectively, compared to the corresponding period, as a result of a planned upgrade to our enterprise resource planning system as well as an ongoing project to optimize our customer relationship management platform.
Interest Expense
Interest expense increased by $29.8 million and $43.3 million during the three and six months ended February 28, 2026, compared to the corresponding periods due to the issuance of the 2033 Notes and the 2035 Notes in conjunction with the Foley Acquisition as discussed in Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q.
Litigation Expense
Litigation expense related to the Pacific Steel Group ("PSG") litigation of $4.1 million and $7.8 million were recorded during the three and six months ended February 28, 2026, respectively, compared to $4.7 million and $354.7 million in the three and six months ended February 28, 2025, respectively. The amount recorded during the current period primarily reflects interest on the judgment amount. For more information about the contingent litigation-related loss, see Note 14, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q.
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Income Taxes
The effective income tax rates for the three and six months ended February 28, 2026 were 15.2% and 7.6%, respectively, compared to 29.4% and 23.0% in the corresponding periods. The decrease for the three and six months ended February 28, 2026, compared to the corresponding periods, is primarily due to the recognition of a federal investment tax credit related to the ongoing construction of the West Virginia micro mill. For more information, see Note 11, Income Tax in Part I, Item 1, Financial Statements, of this Form 10-Q.
SEGMENT OPERATING DATA
The operating data by product category presented in the North America Steel Group and Europe Steel Group tables below is calculated using averages for each period presented. See Note 15, Segment Information, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information on our reportable segments.
North America Steel Group
| Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||||||||||||||
| (in thousands, except per ton amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales to external customers | $ | 1,608,321 | $ | 1,386,848 | $ | 3,269,379 | $ | 2,905,485 | ||||||||||||||||
| Adjusted EBITDA | 269,674 | 136,954 | 563,580 | 323,133 | ||||||||||||||||||||
| External tons shipped | ||||||||||||||||||||||||
| Raw materials | 358 | 312 | 742 | 651 | ||||||||||||||||||||
| Rebar | 481 | 503 | 1,025 | 1,052 | ||||||||||||||||||||
| Merchant bar and other | 235 | 243 | 486 | 484 | ||||||||||||||||||||
| Steel products | 716 | 746 | 1,511 | 1,536 | ||||||||||||||||||||
| Downstream products | 335 | 298 | 685 | 654 | ||||||||||||||||||||
| Average selling price per ton | ||||||||||||||||||||||||
| Raw materials | $ | 985 | $ | 956 | $ | 943 | $ | 913 | ||||||||||||||||
| Steel products | 974 | 814 | 957 | 813 | ||||||||||||||||||||
| Downstream products | 1,242 | 1,221 | 1,239 | 1,242 | ||||||||||||||||||||
| Cost of ferrous scrap utilized per ton | $ | 351 | $ | 338 | $ | 334 | $ | 330 | ||||||||||||||||
| Steel products metal margin per ton | 623 | 476 | 623 | 483 | ||||||||||||||||||||
Net sales to external customers in our North America Steel Group segment increased $221.5 million, or 16%, during the three months ended February 28, 2026, and increased $363.9 million, or 13%, during the six months ended February 28, 2026, compared to the corresponding periods. The year-over-year increases were primarily due to 20% and 18% higher steel products average selling price per ton during the three and six months ended February 28, 2026, respectively.
Adjusted EBITDA increased $132.7 million, or 97%, and increased $240.4 million, or 74%, during the three and six months ended February 28, 2026, respectively, compared to the corresponding periods. The increases in adjusted EBITDA during the three and six months ended February 28, 2026, compared to the corresponding periods were primarily due to expansion in steel products metal margin per ton, which increased 31% and 29%, respectively.
Construction Solutions Group
| Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales to external customers | $ | 314,425 | $ | 158,864 | $ | 512,702 | $ | 328,279 | ||||||||||||||||
| Adjusted EBITDA | 53,420 | 23,519 | 93,001 | 46,179 | ||||||||||||||||||||
Net sales to external customers in our Construction Solutions Group segment increased $155.6 million, or 98%, and increased $184.4 million, or 56%, during the three and six months ended February 28, 2026, respectively, compared to the corresponding
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periods. The increase during the three months ended February 28, 2026 was primarily driven by $144.6 million of net sales to external customers due to our Foley and CP&P Acquisitions that were not part of the corresponding period results. See Note 2, Acquisitions, in Part I, Item 1, Financial Statements, of this Form 10-Q for further information. In addition, during the three months ended February 28, 2026, net sales to external customers from CMC Construction Services' operations increased $12.9 million, compared to the corresponding period. The increase during the six months ended February 28, 2026 was partially a result of the aforementioned acquired precast platform net sales to external customers, as well as a $23.0 million increase from CMC Construction Services' operations and a $17.7 million increase in net sales to external customers from our Tensar division, compared to the corresponding period, due to higher demand.
Adjusted EBITDA increased $29.9 million, or 127%, during the three months ended February 28, 2026, and increased $46.8 million, or 101%, during the six months ended February 28, 2026, compared to the corresponding periods. These increases were primarily due to the inclusion of the acquired precast platform which contributed $33.6 million in current period results that was not included in the corresponding periods. CMC Construction Services' margins increased during the three and six months ended February 28, 2026, driven by increased volumes. The six months ended February 28, 2026 was also impacted by increased sales of higher margin products within our Tensar division, as well as higher shipment volumes, compared to the corresponding period.
Europe Steel Group
| Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||||||||||||||
| (in thousands, except per ton amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales to external customers | $ | 200,014 | $ | 198,029 | $ | 447,664 | $ | 407,436 | ||||||||||||||||
| Adjusted EBITDA | (1,428) | 752 | 9,501 | 26,591 | ||||||||||||||||||||
| External tons shipped | ||||||||||||||||||||||||
| Rebar | 69 | 100 | 188 | 207 | ||||||||||||||||||||
| Merchant bar and other | 215 | 210 | 458 | 416 | ||||||||||||||||||||
| Steel products | 284 | 310 | 646 | 623 | ||||||||||||||||||||
| Average selling price per ton | ||||||||||||||||||||||||
| Steel products | $ | 672 | $ | 612 | $ | 660 | $ | 626 | ||||||||||||||||
| Cost of ferrous scrap utilized per ton | $ | 356 | $ | 337 | $ | 351 | $ | 353 | ||||||||||||||||
| Steel products metal margin per ton | 316 | 275 | 309 | 273 | ||||||||||||||||||||
Net sales to external customers in our Europe Steel Group segment increased $2.0 million, or 1%, and $40.2 million, or 10%, during the three and six months ended February 28, 2026, respectively, compared to the corresponding periods. During the three months ended February 28, 2026, net sales to external customers increased in part due to a 10% increase in the steel products average selling price per ton, which was offset by an 8% decrease in tons shipped, compared to the corresponding period. The decrease in tons shipped is primarily due to the EU Carbon Border Adjustment Mechanism ("CBAM") policy which led businesses to accelerate purchasing of imported rebar before the change in laws took effect at the start of the calendar year with the assumption that this would increase prices. The increase for the six months ended February 28, 2026, is primarily a result of a 5% increase in the steel products average selling price per ton as well as a 4% increase in steel products tons shipped, compared to the corresponding period. On average, compared to the Polish zloty, the U.S. dollar was weaker during the three and six months ended February 28, 2026, compared to the corresponding period. The effect of foreign currency translation on net sales to external customers was an increase of approximately $23.5 million for the three months ended February 28, 2026 and an increase of approximately $42.7 million for the six months ended February 28, 2026.
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Adjusted EBITDA decreased $2.2 million, or 290%, and decreased $17.1 million, or 64%, during the three and six months ended February 28, 2026, respectively, compared to the corresponding periods. These decreases were primarily driven by changes to the timing of payments from a government assistance program established to offset the indirect costs of rising carbon emissions rights included in energy costs in Poland. We did not receive any payments from this program during the three months ended February 28, 2026 compared to $4.0 million in the corresponding period. During the six months ended February 28, 2026, $15.6 million was received through this program, compared to $48.1 million in the six months ended February 28, 2025. These impacts were partially offset by a 15% and 13% increase in steel products metal margin, respectively, compared to the corresponding periods. The effect of foreign currency translation on adjusted EBITDA was immaterial for the three and six months ended February 28, 2026.
Corporate and Other
| Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Adjusted EBITDA loss | $ | (70,410) | $ | (34,852) | $ | (126,258) | $ | (421,097) | ||||||||||||||||
Corporate and Other adjusted EBITDA loss increased $35.6 million, or 102%, during the three months ended February 28, 2026, and decreased $294.8 million, or 70%, during the six months ended February 28, 2026, compared to the corresponding periods. The adjusted EBITDA loss includes the recognition of $20.6 million and $34.0 million of acquisition and integration related costs related to the Foley and CP&P Acquisitions, during the three and six months ended February 28, 2026, respectively. Further, variable incentive compensation costs increased by $9.9 million and $16.2 million during the three and six months ended February 28, 2026, respectively, compared to the corresponding periods. Additionally, costs related to information technology increased by $3.3 million and $6.1 million, respectively, during the three and six months ended February 28, 2026, compared to the corresponding periods. This increase is a result of a planned upgrade to our enterprise resource planning system as well as an ongoing project to optimize our customer relationship management platform.
The year-over-year increase in expenses described above was offset by a $354.7 million contingent litigation-related loss related to the PSG litigation recognized during the six months ended February 28, 2025. For more information about the contingent litigation-related loss, see Note 14, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q.
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 products offered by the vertically integrated operations in the North America Steel Group and the Europe Steel Group segments, and products and solutions offered by our Construction Solutions Group segment and related materials and services, as described in Part I, Item 1, Business, of our 2025 Form 10-K.
We have a diverse and generally stable customer base, and regularly maintain a substantial amount of accounts receivable. We actively monitor our accounts receivable and, based on market conditions and customers' financial condition, record allowances when we believe accounts are uncollectible. We use credit insurance internationally to mitigate the risk of customer insolvency. We estimate that the amount of credit-insured or financially assured receivables was approximately 10% of total receivables at February 28, 2026.
We use futures and 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 9, Derivatives, in Part I, Item 1, Financial Statements, of this Form 10-Q for further information.
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The table below reflects our sources, facilities and availability of liquidity at February 28, 2026. See Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for additional information.
| (in thousands) | Liquidity Sources and Facilities | Availability | ||||||||||
| Cash and cash equivalents | $ | 495,036 | $ | 495,036 | ||||||||
| Notes due from 2030 to 2035 | 2,900,000 | (1) | ||||||||||
Revolver(2) | 1,000,000 | 999,030 | ||||||||||
| Series 2022 Bonds, due 2047 | 145,060 | — | ||||||||||
| Series 2025 Bonds, due 2032 | 150,000 | — | ||||||||||
| Poland credit facilities | 167,832 | 165,919 | ||||||||||
| Poland accounts receivable facility | 80,559 | 80,559 | ||||||||||
__________________________________
(1) 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.
(2) In December 2025, we entered into the Third Amendment, which increased the borrowing capacity under the revolving credit facility from $600.0 million to $1.0 billion.
We continually review our capital resources to determine whether we can meet our short and long-term goals. For at least the next twelve months, 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, pay for litigation-related expenses, invest in the development of our fourth micro mill, pay dividends and opportunistically repurchase shares. 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 or legal developments, 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 will be sufficient.
We aim to execute a capital allocation strategy that prioritizes both value-accretive growth and competitive cash returns to stockholders. We estimate that our 2026 capital spending will be approximately $600 million, driven by the construction costs for facilities located in Berkeley County, West Virginia. We regularly assess our capital spending based on current and expected results and the amount is subject to change.
During the six months ended February 28, 2026 and 2025, we repurchased $57.2 million and $98.4 million, respectively, of shares of CMC common stock. Under the share repurchase program, we had remaining authorization to repurchase $147.8 million of shares of CMC common stock at February 28, 2026. See Note 13, Stockholders' Equity and Earnings (Loss) per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q, and Note 15, Capital Stock, to the consolidated financial statements in the 2025 Form 10-K, for more information on the share repurchase program.
During the six months ended February 28, 2026 and 2025, we paid $40.0 million and $41.0 million, respectively, of cash dividends to our stockholders.
Our credit arrangements require compliance with certain non-financial and financial covenants, including an interest coverage ratio and a debt to capitalization ratio. At February 28, 2026, we believe we were in compliance with all covenants contained in our credit arrangements.
As of February 28, 2026 and August 31, 2025, 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.
As described above under "Business Conditions and Developments," we completed the Foley Acquisition and the CP&P Acquisition in December 2025. The Foley Acquisition was funded through a portion of the net proceeds from the issuance of the $2.0 billion aggregate principal amount of the 2033 Notes and the 2035 Notes and the CP&P Acquisition was funded with cash on hand.
As described in Part I, Item 1, Note 14, Commitments and Contingencies, of this Form 10-Q, on November 5, 2024, a jury returned a verdict in favor of PSG in the amount of $110.0 million, which the U.S. District Court for the Northern District of
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California (the "Northern District Court"), in entering its judgment on the verdict, subsequently trebled as a matter of law. PSG is also entitled to petition for and recover its attorneys' fees, costs and post-judgment interest. We are confident that we conducted our business appropriately and intend to vigorously pursue all reasonably available avenues to have the verdict and judgment overturned. Unless the verdict and judgment are overturned or the judgment is significantly reduced, the cash payments incurred in connection with this litigation could have a significant impact on our liquidity.
Cash Flows
Changes in Operating Assets and Liabilities
During the six months ended February 28, 2026, changes in operating assets and liabilities resulted in a $92.9 million decrease in cash from operating activities, compared to the corresponding period. The decrease was primarily due to a $107.5 million increase in cash used by inventories, reflecting higher materials costs, stockpiling in advance of construction season and, for the North Amercia Steel Group, planned outages. This was combined with a $50.4 million year-over-year decrease in cash from accounts receivable, primarily driven by the timing of collections and fluctuations in net sales to external customers, as well as a $22.0 million increase in cash used by other assets and liabilities due to new leases as described in Note 7, Leases, in Part I, Item 1, Financial Statements, of this Form 10-Q. Offsetting these decreases was an $82.9 million increase in cash from accounts payable which is primarily a function of higher inventory costs within North America Steel Group, as well as the precast platform which was not included in the corresponding period.
Acquisitions
As previously discussed, we purchased Foley and CP&P during the current quarter and have recognized cash outflows, net of cash acquired, of $2.52 billion related to these transactions. See Note 2, Acquisitions, in Part I, Item 1, Financial Statements, of this Form 10-Q, for more information.
Capital Investments
Capital expenditures increased $43.7 million year-over-year, primarily driven by the construction of our fourth micro mill, in West Virginia.
2033 Notes and 2035 Notes
For the six months ended February 28, 2026, we received proceeds of $2.0 billion, presented net of $15 million of related fees, for net proceeds of $1.985 billion from the issuance of the 2033 Notes and the 2035 Notes. Aggregate fees and issuance costs associated with the 2033 Notes and the 2035 Notes were approximately $6.3 million. See Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding the 2033 Notes and the 2035 Notes.
Share Repurchases
For the six months ended February 28, 2026, we repurchased $57.2 million of CMC common stock under our share repurchase program, representing a decrease of $41.2 million compared to the corresponding period. See Note 13, Stockholders' Equity and Earnings (Loss) per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q, and Note 15, Capital Stock, to the consolidated financial statements in the 2025 Form 10-K, for more information on the share repurchase program.
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, construction of our fourth micro mill and other purchase obligations as part of normal operations. See Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding scheduled maturities of our long-term debt. See Note 7, Leases, in Part I, Item 1 of this Form 10-Q for additional information on leases. Interest payable on our long-term debt due in the twelve months following February 28, 2026, is $169.2 million, and $1.3 billion is due thereafter.
As of February 28, 2026, our undiscounted purchase obligations were approximately $790 million due in the next twelve months and $410 million due thereafter under purchase orders and "take or pay" arrangements. These purchase obligations include all enforceable, legally binding agreements to purchase goods or services that specify all significant terms, regardless of the duration of the agreement, and exclude agreements with variable terms for which we are unable to estimate the minimum amounts. The "take or pay" arrangements are multi-year commitments with minimum annual purchase requirements and are entered into primarily for purchases of commodities used in operations such as electrodes and natural gas.
Of the purchase obligations due within the twelve months following February 28, 2026, approximately 32% were for consumable production inputs, such as alloys, 19% were for the construction of our fourth micro mill, 15% were for capital expenditures in connection with normal business operations and 9% were for commodities. Of the purchase obligations due
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thereafter, 66% were for commodities and 16% were for investments in information technology. The remainder of the purchase obligations are for goods and services in the normal course of business.
Other Commercial Commitments
We maintain stand-by letters of credit to provide support for certain transactions that governmental agencies, our insurance providers and suppliers require. At February 28, 2026, we had committed $46.2 million under these arrangements, of which $1.0 million reduced availability under the Revolver (as defined in Note 8, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q).
CONTINGENCIES
In the ordinary course of conducting our business, we become involved in litigation, administrative proceedings and governmental investigations, including environmental matters. We have in the past, and may in the future, incur settlements, fines, penalties or judgments in connection with some of these 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 a loss is probable, and we can reasonably estimate the amount of the loss. In the six months ended February 28, 2025, the Company reported $354.7 million of litigation expense in the condensed consolidated statement of loss, which represents the Company's estimate based on its understanding of the PSG judgment, PSG's attorneys' fees and other related costs, including post-judgment interest. In the six months ended February 28, 2026, the Company reported $7.8 million of litigation expense in the condensed consolidated statement of earnings, which primarily represents the Company’s estimate of post-judgment interest on the PSG judgment. These amounts were classified as current liabilities in the condensed consolidated balance sheets because the timing of the potential payment is uncertain. 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. See Note 14, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information on pending litigation and other matters.
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 the expected performance of our recently acquired precast platform, general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, metal margins, the ability to operate our steel mills at full capacity, particularly during periods of domestic mill start-ups, the future availability and cost of supplies of raw materials and energy for our operations, growth rates in certain reportable segments, product margins within our Construction Solutions Group segment, share repurchases, legal proceedings, construction activity, international trade, the impact of geopolitical conditions, capital expenditures, tax credits, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations, the expected capabilities and benefits of new facilities, the anticipated benefits and timeline for execution of our growth plan and initiatives, including our TAG operational and commercial excellence program, 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 was filed with the SEC 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, among others, include 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;
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•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 downstream contracts within our vertically integrated steel operations due to rising commodity pricing;
•excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing;
•the impact of additional steelmaking capacity expected to come online from a number of ongoing electric arc furnace projects in the U.S.;
•the impact of geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war on the global economy, inflation, energy supplies and raw materials;
•increased attention to environmental. social and governance ("ESG") matters, including any targets or other ESG, environmental justice or regulatory initiatives;
•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;
•impacts from global public health crises on the economy, demand for our products, global supply chain and on our operations;
•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 with their contractual obligations, including payment obligations;
•activity in repurchasing shares of our common stock under our share repurchase program;
•financial and non-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 realize any or all of the anticipated synergies or other benefits of acquisitions;
•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;
•lower than expected future levels of revenues and higher than expected future costs;
•failure or inability to implement growth strategies in a timely manner;
•the impact of goodwill or other indefinite-lived intangible asset impairment charges;
•the 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;
•our 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;
•our 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;
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•losses or limited potential gains due to hedging transactions;
•litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks, including those related to the PSG litigation and other legal proceedings discussed in Note 14, Commitments and Contingencies, in Part I, Item 1, Financial Statements and in Part II, Item 1, Legal Proceedings of this Form 10-Q;
•risk of injury or death to employees, customers or other visitors to our operations; and
•civil unrest, protests and riots.
Refer to the "Risk Factors" disclosed in the section entitled "Risk Factors" in Part I, Item 1A of our 2025 Form 10-K for specific information regarding additional risks that would cause actual results to differ 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.
Next expected filings
- ~2026-10-15 10-K expected by 2026-10-30 (in 112 days)
- ~2027-01-08 10-Q expected by 2027-01-23 (in 197 days)
- ~2027-03-31 10-Q expected by 2027-04-15 (in 279 days)
- ~2027-06-24 10-Q expected by 2027-07-09 (in 364 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-06-24 8-K Other Events; Financial Statements and Exhibits
- 2026-04-13 8-K Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-03-31 10-Q Quarterly Report
- 2026-03-26 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-03-25 8-K Other Events; Financial Statements and Exhibits
- 2026-01-08 10-Q Quarterly Report
- 2026-01-08 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-01-05 8-K Other Events; Financial Statements and Exhibits
- 2025-12-17 8-K Material Agreement Entered; Material Financial Obligation; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-12-15 8-K Completion of Acquisition/Disposition; Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
- 2025-12-01 8-K Completion of Acquisition/Disposition; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-11-26 8-K Material Agreement Entered; Material Financial Obligation; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-11-13 8-K Other Events; Financial Statements and Exhibits
- 2025-11-12 8-K Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
- 2025-11-05 8-K Material Agreement Entered; Other Events; Financial Statements and Exhibits