0000022444-25-000098
10-Q
95
20250531
20250624
20250624
COMMERCIAL METALS Co
0000022444
3312
750725338
DE
0831
10-Q
34
001-04304
251067153
6565 N. MACARTHUR BLVD., SUITE 800
P O BOX 1046
IRVING
TX
75039
2146894300
6565 N. MACARTHUR BLVD., SUITE 800
PO BOX 1046
IRVING
TX
75039
COMMERCIAL METALS CO
19920703
10-Q
1
cmc-20250531.htm
10-Q
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STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549___________________________________FORM 10-Q ___________________________________☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended May 31, 2025OR☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission file number 1-4304 ___________________________________COMMERCIAL METALS COMPANY (Exact Name of Registrant as Specified in Its Charter) Delaware75-0725338(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification Number)6565 N. MacArthur Blvd., Irving, Texas 75039 (Address of Principal Executive Offices) (Zip Code)(214) 689-4300 (Registrant's Telephone Number, Including Area Code)Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par valueCMCNew York Stock ExchangeIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.Large accelerated filer☒Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company ☐Emerging growth company ☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒As of June 20, 2025, 111,930,530 shares of the registrant's common stock, par value $0.01 per share, were outstanding.COMMERCIAL METALS COMPANY AND SUBSIDIARIESTABLE OF CONTENTS PART I — FINANCIAL INFORMATION3Item 1. Financial Statements3Condensed Consolidated Statements of Earnings (Loss) (Unaudited) - Three and nine months ended May 31, 2025 and 20243Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - Three and nine months ended May 31, 2025 and 20244Condensed Consolidated Balance Sheets (Unaudited) - May 31, 2025 and August 31, 20245Condensed Consolidated Statements of Cash Flows (Unaudited) - Nine months ended May 31, 2025 and 20246Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Three and nine months ended May 31, 2025 and 20248Notes to Condensed Consolidated Financial Statements (Unaudited)10Note 1. Nature of Operations and Significant Accounting Policies10Note 2. Changes in Business11Note 3. Accumulated Other Comprehensive Loss11Note 4. Revenue Recognition12Note 5. Inventories, Net12Note 6. Goodwill and Other Intangibles13Note 7. Credit Arrangements15Note 8. Derivatives16Note 9. Fair Value17Note 10. Stock-Based Compensation Plans19Note 11. Stockholders' Equity and Earnings (Loss) Per Share19Note 12. Commitments and Contingencies20Note 13. Segment Information21Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations23Item 3. Quantitative and Qualitative Disclosures About Market Risk34Item 4. Controls and Procedures34PART II — OTHER INFORMATION35Item 1. Legal Proceedings35Item 1A. Risk Factors35Item 2. Unregistered Sales of Equity Securities and Use of Proceeds37Item 3. Defaults Upon Senior Securities37Item 4. Mine Safety Disclosures37Item 5. Other Information37Item 6. Exhibits38Signature392Table of ContentsPART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTSCOMMERCIAL METALS COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) (UNAUDITED)Three Months Ended May 31,Nine Months Ended May 31,(in thousands, except share and per share data)2025202420252024Net sales$2,019,984 $2,078,485 $5,683,962 $5,929,823 Costs and operating expenses:Cost of goods sold1,720,063 1,738,086 4,856,614 4,894,200 Selling, general and administrative expenses175,769 167,975 521,187 497,951 Interest expense10,864 12,117 33,353 35,751 Litigation expense3,776 — 358,496 — Net costs and operating expenses1,910,472 1,918,178 5,769,650 5,427,902 Earnings (loss) before income taxes109,512 160,307 (85,688)501,921 Income tax expense (benefit)26,386 40,867 (18,569)120,361 Net earnings (loss)$83,126 $119,440 $(67,119)$381,560 Earnings (loss) per share:Basic$0.74 $1.03 $(0.59)$3.28 Diluted0.73 1.02 (0.59)3.25 Average basic shares outstanding112,700,136 115,529,942 113,437,950 116,228,826 Average diluted shares outstanding113,559,456 116,664,885 113,437,950 117,583,055 See notes to condensed consolidated financial statements.3Table of ContentsCOMMERCIAL METALS COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)Three Months Ended May 31,Nine Months Ended May 31,(in thousands)2025202420252024Net earnings (loss)$83,126 $119,440 $(67,119)$381,560 Other comprehensive income (loss), net of income taxes:Foreign currency translation adjustments60,273 9,845 27,969 34,679 Derivatives:Net unrealized holding gain (loss) 6,378 (29,559)29,493 (120,428)Reclassification for realized (gain) loss(1,189)553 (5,017)(1,135)Net unrealized gain (loss) on derivatives5,189 (29,006)24,476 (121,563)Net other comprehensive loss on defined benefit pension plan(11)(9)(31)(27)Total other comprehensive income (loss), net of income taxes65,451 (19,170)52,414 (86,911)Comprehensive income (loss) $148,577 $100,270 $(14,705)$294,649 See notes to condensed consolidated financial statements.4Table of ContentsCOMMERCIAL METALS COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)(in thousands, except share and per share data)May 31, 2025August 31, 2024AssetsCurrent assets:Cash and cash equivalents$892,998 $857,922 Accounts receivable (less allowance for doubtful accounts of $3,839 and $3,494)1,155,995 1,158,946 Inventories, net1,005,290 971,755 Prepaid and other current assets303,222 285,489 Assets held for sale1,204 18,656 Total current assets3,358,709 3,292,768 Property, plant and equipment, net2,690,050 2,577,136 Intangible assets, net216,464 234,869 Goodwill386,544 385,630 Other noncurrent assets342,056 327,436 Total assets$6,993,823 $6,817,839 Liabilities and stockholders' equityCurrent liabilities:Accounts payable$363,980 $350,550 Accrued contingent litigation-related loss358,496 — Other accrued expenses and payables411,546 445,514 Current maturities of long-term debt41,394 38,786 Total current liabilities1,175,416 834,850 Deferred income taxes186,643 276,908 Other noncurrent liabilities231,167 255,222 Long-term debt1,302,835 1,150,835 Total liabilities2,896,061 2,517,815 Commitments and contingencies (Note 12)Stockholders' equity:Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 112,159,119 and 114,104,057 shares1,290 1,290 Additional paid-in capital400,897 407,232 Accumulated other comprehensive loss(33,538)(85,952)Retained earnings4,375,466 4,503,885 Less treasury stock 16,901,545 and 14,956,607 shares at cost(646,613)(526,679)Stockholders' equity4,097,502 4,299,776 Stockholders' equity attributable to non-controlling interests260 248 Total stockholders' equity4,097,762 4,300,024 Total liabilities and stockholders' equity$6,993,823 $6,817,839 See notes to condensed consolidated financial statements.5Table of ContentsCOMMERCIAL METALS COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended May 31,(in thousands)20252024Cash flows from (used by) operating activities:Net earnings (loss)$(67,119)$381,560 Adjustments to reconcile net earnings (loss) to cash flows from operating activities:Depreciation and amortization213,397 208,177 Stock-based compensation27,816 35,893 Write-down of inventory20,665 6,586 Deferred income taxes and other long-term taxes(94,217)(4,066)Litigation expense358,496 — Settlement of New Markets Tax Credit transaction(2,786)— Asset impairments1,171 150 Other3,384 3,534 Changes in operating assets and liabilities(60,942)(83,943)Net cash flows from operating activities399,865 547,891 Cash flows from (used by) investing activities:Capital expenditures(293,904)(242,803)Proceeds from government assistance related to property, plant and equipment25,000 — Proceeds from the sale of property, plant and equipment5,439 — Other844 1,856 Net cash flows used by investing activities(262,621)(240,947)Cash flows from (used by) financing activities:Proceeds from issuance of long-term debt, net147,724 — Repayments of long-term debt(30,403)(27,484)Debt issuance costs(606)— Proceeds from accounts receivable facilities29,758 142,015 Repayments under accounts receivable facilities(29,758)(122,284)Treasury stock acquired(148,854)(128,164)Tax withholdings related to share settlements, net of purchase plans(9,551)(8,563)Dividends(61,300)(58,189)Contribution from non-controlling interest12 7 Net cash flows used by financing activities(102,978)(202,662)Effect of exchange rate changes on cash1,307 511 Increase in cash, restricted cash and cash equivalents35,573 104,793 Cash, restricted cash and cash equivalents at beginning of period859,555 595,717 Cash, restricted cash and cash equivalents at end of period$895,128 $700,510 See notes to condensed consolidated financial statements.6Table of ContentsSupplemental information:Nine Months Ended May 31,(in thousands)20252024Cash paid for income taxes$95,976 $131,229 Cash paid for interest37,190 35,604 Noncash activities:Liabilities related to additions of property, plant and equipment$25,753 $14,570 Right of use assets obtained in exchange for operating leases24,911 47,743 Right of use assets obtained in exchange for finance leases38,442 54,209 Cash and cash equivalents$892,998 $698,338 Restricted cash2,130 2,172 Total cash, restricted cash and cash equivalents$895,128 $700,510 7Table of ContentsCOMMERCIAL METALS COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)Three Months Ended May 31, 2025 Common Stock Treasury Stock (in thousands, except share and per share data)Number ofSharesAmountAdditional Paid-InCapitalAccumulated Other Comprehensive LossRetainedEarningsNumber ofSharesAmount Non-controllingInterestTotalBalance, March 1, 2025129,060,664 $1,290 $392,965 $(98,989)$4,312,659 (15,799,814)$(595,999)$248 $4,012,174 Net earnings83,126 83,126 Other comprehensive income65,451 65,451 Dividends ($0.18 per share)(20,319)(20,319)Treasury stock acquired and excise tax(1,113,014)(50,921)(50,921)Issuance of stock under incentive and purchase plans, net of shares withheld for taxes398 11,283 307 705 Stock-based compensation7,534 7,534 Contribution of non-controlling interest12 12 Balance, May 31, 2025129,060,664 $1,290 $400,897 $(33,538)$4,375,466 (16,901,545)$(646,613)$260 $4,097,762 Nine Months Ended May 31, 2025 Common Stock Treasury Stock (in thousands, except share and per share data)Number ofSharesAmountAdditional Paid-InCapitalAccumulated Other Comprehensive LossRetainedEarningsNumber ofSharesAmountNon-controllingInterestTotalBalance, September 1, 2024129,060,664 $1,290 $407,232 $(85,952)$4,503,885 (14,956,607)$(526,679)$248 $4,300,024 Net loss(67,119)(67,119)Other comprehensive income52,414 52,414 Dividends ($0.54 per share)(61,300)(61,300)Treasury stock acquired and excise tax(2,939,098)(149,813)(149,813)Issuance of stock under incentive and purchase plans, net of shares withheld for taxes(39,430)994,160 29,879 (9,551)Stock-based compensation23,186 23,186 Contribution of non-controlling interest12 12 Reclassification of share-based liability awards9,909 9,909 Balance, May 31, 2025129,060,664 $1,290 $400,897 $(33,538)$4,375,466 (16,901,545)$(646,613)$260 $4,097,762 8Table of ContentsThree Months Ended May 31, 2024 Common Stock Treasury Stock (in thousands, except share and per share data)Number ofSharesAmountAdditional Paid-InCapitalAccumulatedOther ComprehensiveLossRetainedEarningsNumber ofSharesAmountNon-controllingInterestTotalBalance, March 1, 2024129,060,664 $1,290 $389,568 $(71,519)$4,322,008 (13,036,979)$(418,900)$241 $4,222,688 Net earnings119,440 119,440 Other comprehensive loss(19,170)(19,170)Dividends ($0.18 per share)(20,815)(20,815)Treasury stock acquired and excise tax(931,281)(52,578)(52,578)Issuance of stock under incentive and purchase plans, net of shares withheld for taxes and other331 11,787 207 538 Stock-based compensation8,952 8,952 Contribution of non-controlling interest7 7 Balance, May 31, 2024129,060,664 $1,290 $398,851 $(90,689)$4,420,633 (13,956,473)$(471,271)$248 $4,259,062 Nine Months Ended May 31, 2024 Common Stock Treasury Stock (in thousands, except share and per share data)Number ofSharesAmountAdditional Paid-InCapitalAccumulatedOther ComprehensiveLossRetainedEarningsNumber ofSharesAmountNon-controllingInterestTotalBalance, September 1, 2023129,060,664 $1,290 $394,672 $(3,778)$4,097,262 (12,545,237)$(368,573)$241 $4,121,114 Net earnings381,560 381,560 Other comprehensive loss(86,911)(86,911)Dividends ($0.50 per share)(58,189)(58,189)Treasury stock acquired and excise tax(2,498,129)(128,925)(128,925)Issuance of stock under incentive and purchase plans, net of shares withheld for taxes and other(34,916)1,086,893 26,227 (8,689)Stock-based compensation27,894 27,894 Contribution of non-controlling interest7 7 Reclassification of share-based liability awards11,201 11,201 Balance, May 31, 2024129,060,664 $1,290 $398,851 $(90,689)$4,420,633 (13,956,473)$(471,271)$248 $4,259,062 See notes to condensed consolidated financial statements.9Table of ContentsCOMMERCIAL METALS COMPANY AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)NOTE 1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES Basis of PresentationThe accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") on a basis consistent with that used in the Annual Report on Form 10-K for the year ended August 31, 2024 (the "2024 Form 10-K") filed by Commercial Metals Company ("CMC," and together with its consolidated subsidiaries, the "Company") with the United States ("U.S.") Securities and Exchange Commission (the "SEC") and include all normal recurring adjustments necessary to present fairly the condensed consolidated balance sheets and the condensed consolidated statements of earnings (loss), comprehensive income (loss), cash flows and stockholders' equity for the periods indicated. These notes should be read in conjunction with the consolidated financial statements and notes included in the 2024 Form 10-K. The results of operations for the three and nine months ended May 31, 2025 are not necessarily indicative of the results expected for the full fiscal year. Any reference in this Quarterly Report on Form 10-Q for the quarter ended May 31, 2025 ("Form 10-Q") to the "corresponding period" relates to the relevant three or nine months ended May 31, 2024. Any reference in this Form 10-Q to a year refers to the fiscal year ended August 31st of that year, unless otherwise stated.Nature of OperationsCMC is an innovative solutions provider helping build a stronger, safer and more sustainable world. Through an extensive manufacturing network principally located in the U.S. and Central Europe, the Company offers 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.Recently Issued Accounting PronouncementsIn November 2024, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disaggregated income statement expense disclosures related to functional or natural expense line items within continuing operations. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, and permits either prospective or retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.Government AssistanceDuring the nine months ended May 31, 2025, government assistance of $48.1 million, compared to $66.3 million in the corresponding period, was awarded to the Company from a compensation scheme established by regulators in Poland. The grants were recognized in the Europe Steel Group segment and recorded as reductions to cost of goods sold in the condensed consolidated statements of earnings (loss). See Note 1, Nature of Operations and Summary of Significant Accounting Policies, to the consolidated financial statements in the 2024 Form 10-K, for more information.During 2023, the Company entered into an agreement with the West Virginia Economic Development Authority ("WVEDA") to permanently finance a portion of the costs to construct the Company's fourth micro mill, which is under development in Berkeley County, West Virginia. The Company received $25.0 million during the second quarter of 2025 upon satisfying certain investment thresholds. Amounts received were recognized in the North America Steel Group segment and recorded as a reduction to property, plant and equipment, net, in the condensed consolidated balance sheet as of May 31, 2025. See Note 1, Nature of Operations and Summary of Significant Accounting Policies, to the consolidated financial statements in the 2024 Form 10-K, for more information.10Table of ContentsNOTE 2. CHANGES IN BUSINESS On November 22, 2024, the Company completed the sale of a rebar fabrication facility within the North America Steel Group segment for gross consideration of $5.9 million, which consisted of $5.0 million in cash proceeds and $0.9 million in the form of a seller financing receivable. The sale had an immaterial impact on the Company's results of operations during the nine months ended May 31, 2025. NOTE 3. ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables reflect the changes in accumulated other comprehensive loss ("AOCL"):Three Months Ended May 31, 2025(in thousands)Foreign Currency TranslationDerivativesDefined Benefit Pension PlansTotal AOCLBalance, March 1, 2025$(109,158)$22,901 $(12,732)$(98,989)Other comprehensive income (loss) before reclassifications(1)60,273 6,378 (11)66,640 Reclassification for gain(2)— (1,189)— (1,189)Net other comprehensive income (loss)60,273 5,189 (11)65,451 Balance, May 31, 2025$(48,885)$28,090 $(12,743)$(33,538)Nine Months Ended May 31, 2025(in thousands)Foreign Currency TranslationDerivativesDefined Benefit Pension PlansTotal AOCLBalance, September 1, 2024$(76,854)$3,614 $(12,712)$(85,952)Other comprehensive income (loss) before reclassifications(1)27,969 29,493 (31)57,431 Reclassification for gain(2)— (5,017)— (5,017)Net other comprehensive income (loss)27,969 24,476 (31)52,414 Balance, May 31, 2025$(48,885)$28,090 $(12,743)$(33,538)Three Months Ended May 31, 2024(in thousands)Foreign Currency TranslationDerivativesDefined Benefit Pension PlansTotal AOCLBalance, March 1, 2024$(101,211)$42,700 $(13,008)$(71,519)Other comprehensive income (loss) before reclassifications(1)9,845 (29,559)(9)(19,723)Reclassification for loss(2)— 553 — 553 Net other comprehensive income (loss)9,845 (29,006)(9)(19,170)Balance, May 31, 2024$(91,366)$13,694 $(13,017)$(90,689)Nine Months Ended May 31, 2024(in thousands)Foreign Currency TranslationDerivativesDefined Benefit Pension PlansTotal AOCLBalance, September 1, 2023$(126,045)$135,257 $(12,990)$(3,778)Other comprehensive income (loss) before reclassifications(1)34,679 (120,428)(27)(85,776)Reclassification for gain(2)— (1,135)— (1,135)Net other comprehensive income (loss)34,679 (121,563)(27)(86,911)Balance, May 31, 2024$(91,366)$13,694 $(13,017)$(90,689) __________________________________(1) Other comprehensive income (loss) ("OCI") before reclassifications from derivatives is presented net of an income tax benefit (expense) of $(1.5) million and $(7.0) million for the three and nine months ended May 31, 2025, respectively, and $6.9 million and $28.4 million for the three and nine months ended May 31, 2024, respectively. OCI before reclassifications from defined benefit pension plans is presented net of immaterial income tax impacts.(2) Reclassifications for (gains) losses from derivatives included in net earnings (loss) are primarily recorded in cost of goods sold in the condensed consolidated statements of earnings (loss) and are presented net of immaterial income tax impacts. 11Table of ContentsNOTE 4. REVENUE RECOGNITION The majority of the Company's revenue is recognized at a point in time, concurrent with the transfer of control, which usually occurs, depending on shipping terms, upon shipment or customer receipt. See Note 13, Segment Information, for more information about disaggregated revenue by the Company's major product lines.Certain revenue resulting from sales of downstream products in the North America Steel Group segment is recognized over time, as discussed below. Revenue from sales of other downstream products in the North America Steel Group segment is recognized at the time of billing under an available practical expedient. Each of the North America Steel Group segment's fabrication contracts represents a single performance obligation. Revenue from certain fabrication contracts for which the Company provides downstream products and installation services is recognized over time using an input measure, and represented 7% of net sales in the North America Steel Group segment in both the three and nine months ended May 31, 2025, and represented 7% and 8% of net sales in the North America Steel Group segment in the three and nine months ended May 31, 2024, respectively. Revenue from fabrication contracts for which the Company does not provide installation services is recognized over time using an output measure, and represented 10% of net sales in the North America Steel Group segment in both the three and nine months ended May 31, 2025, as well as the corresponding periods.The following table provides information about assets and liabilities from contracts with customers:(in thousands)May 31, 2025August 31, 2024Contract assets (included in accounts receivable)$94,481 $57,007 Contract liabilities (included in other accrued expenses and payables)23,231 35,356 The entire contract liability as of August 31, 2024 was recognized in net sales as of May 31, 2025.Remaining Performance ObligationsAs of May 31, 2025, revenue totaling $915.4 million was allocated to remaining performance obligations in the North America Steel Group segment related to contracts for which revenue is recognized using input or output measures. The Company estimates that approximately 74% of the remaining performance obligations will be recognized in the twelve months following May 31, 2025, and the remainder will be recognized during the subsequent twelve months. The duration of all other contracts in the North America Steel Group, Europe Steel Group and Emerging Businesses Group segments is typically less than one year.NOTE 5. INVENTORIES, NETMost of the Company's inventories are in the form of semi-finished and finished steel products. Under the Company’s vertically integrated business model in the North America Steel Group and the Europe Steel Group segments, steel products are sold to external customers in various stages, from semi-finished billets through fabricated steel, so these categories are combined as finished goods. The components of inventories were as follows:(in thousands)May 31, 2025August 31, 2024Raw materials$274,912 $232,982 Work in process4,717 5,390 Finished goods725,661 733,383 Total$1,005,290 $971,755 Inventory write-down expense was $20.7 million during the nine months ended May 31, 2025, and primarily impacted the North America Steel Group segment. Inventory write-down expense was $6.6 million during the nine months ended May 31, 2024, and mainly affected the Europe Steel Group segment. The inventory write-downs were recorded in cost of goods sold in the condensed consolidated statements of earnings (loss). 12Table of ContentsNOTE 6. GOODWILL AND OTHER INTANGIBLESGoodwill by reportable segment is detailed in the table below:(in thousands)North America Steel GroupEurope Steel GroupEmerging Businesses GroupConsolidatedGoodwill, grossBalance, September 1, 2024$126,915 $4,337 $264,568 $395,820 Foreign currency translation— 152 767 919 Balance, May 31, 2025126,915 4,489 265,335 396,739 Accumulated impairmentBalance, September 1, 2024(9,542)(155)(493)(10,190)Foreign currency translation— (5)— (5)Balance, May 31, 2025(9,542)(160)(493)(10,195)Goodwill, netBalance, September 1, 2024117,373 4,182 264,075 385,630 Foreign currency translation— 147 767 914 Balance, May 31, 2025$117,373 $4,329 $264,842 $386,544 Other indefinite-lived intangible assets consisted of the following:(in thousands)May 31, 2025August 31, 2024Trade names$54,732 $54,531 In-process research and development2,400 2,400 Non-compete agreements750 750 Total$57,882 $57,681 The change in the balance of indefinite-lived intangible assets from August 31, 2024 to May 31, 2025 was due to foreign currency translation adjustments.13Table of ContentsFinite-lived intangible assets subject to amortization are detailed in the following table: May 31, 2025August 31, 2024(in thousands)GrossCarrying AmountAccumulated AmortizationNetGrossCarrying AmountAccumulated AmortizationNetDeveloped technologies$153,711 $56,618 $97,093 $152,659 $43,540 $109,119 Customer relationships75,231 22,517 52,714 75,000 16,118 58,882 Patents8,572 7,298 1,274 7,970 6,595 1,375 Perpetual lease rights6,628 1,148 5,480 6,404 1,049 5,355 Other6,062 4,041 2,021 5,937 3,480 2,457 Total$250,204 $91,622 $158,582 $247,970 $70,782 $177,188 The foreign currency translation adjustments for intangible assets subject to amortization were immaterial for all periods presented above.Amortization expense for intangible assets was $6.9 million and $20.5 million in the three and nine months ended May 31, 2025, respectively, of which $4.4 million and $13.0 million, respectively, was recorded in cost of goods sold and the remainder was recorded in SG&A expenses in the condensed consolidated statements of earnings (loss). Amortization expense for intangible assets was $7.1 million and $21.6 million in the three and nine months ended May 31, 2024, respectively, of which $4.5 million and $13.9 million, respectively, was recorded in cost of goods sold and the remainder was recorded in SG&A expenses in the condensed consolidated statements of earnings (loss). Estimated amortization expense for intangible assets through 2029 is as follows:(in thousands)Remainder of 2025$6,548 202625,967 202725,870 202824,033 202919,492 14Table of ContentsNOTE 7. CREDIT ARRANGEMENTS Long-term debt was as follows: (in thousands)Weighted Average Interest Rate as of May 31, 2025May 31, 2025August 31, 20242030 Notes4.125%$300,000 $300,000 2031 Notes3.875%300,000 300,000 2032 Notes4.375%300,000 300,000 Series 2022 Bonds, due 20474.000%145,060 145,060 Series 2025 Bonds, due 2032(1)4.625%150,000 — Other5.100%10,108 11,910 Finance leases5.207%149,330 141,271 Total debt1,354,498 1,198,241 Less unamortized debt issuance costs(14,578)(13,073)Plus unamortized bond premium4,309 4,453 Total amounts outstanding1,344,229 1,189,621 Less current maturities of long-term debt(41,394)(38,786)Long-term debt$1,302,835 $1,150,835 __________________________________(1) The Series 2025 Bonds (as defined below) accrue interest at a fixed rate of 4.625%, payable semiannually, for an initial period ending with a mandatory tender for purchase on May 15, 2032, at a purchase price equal to 100% of the principal amount. The Bonds mature in 2055.The Company's credit arrangements require compliance with certain covenants, including interest coverage and debt to capitalization ratios, and as of May 31, 2025, the Company was in compliance with all financial covenants. Capitalized interest was $3.0 million and $7.5 million during the three and nine months ended May 31, 2025, respectively, compared to $1.3 million and $3.7 million, respectively, during the corresponding periods.Series 2025 BondsIn May 2025, the Company announced the issuance of $150.0 million in original aggregate principal amount of tax-exempt bonds (the “Series 2025 Bonds”) by the WVEDA. The Series 2025 Bonds were issued at par. The Company received all net proceeds related to the issuance during the three months ended May 31, 2025. The proceeds of the Series 2025 Bonds were loaned to the Company pursuant to a loan agreement with the WVEDA, and will be used to finance a portion of the construction costs for solid waste disposal facilities located in Berkeley County, West Virginia. The Company will make semiannual interest payments on the outstanding principal of the Series 2025 Bonds on April 15 and October 15 of each year, with the first such interest payment due on October 15, 2025. Issuance costs of $2.8 million were recorded as a reduction of long-term debt in the condensed consolidated balance sheet as of May 31, 2025.Credit FacilitiesOn October 30, 2024, the Company entered into the First Amendment to the Sixth Amended and Restated Credit Agreement (as amended, the "Credit Agreement"), which, among other things, extended the maturity date of the Credit Agreement from October 26, 2027 to October 26, 2029. The Credit Agreement provides for a $600.0 million revolving credit facility (the "Revolver"). The Company had no amounts drawn under the Revolver at May 31, 2025 or August 31, 2024. The availability under the Revolver was reduced by outstanding standby letters of credit totaling $1.0 million and $0.9 million at May 31, 2025 and August 31, 2024, respectively. CMC Poland Sp. z.o.o., a subsidiary of the Company, had credit facilities in Poland totaling PLN 600.0 million as of May 31, 2025 and August 31, 2024, equivalent to $160.2 million and $154.8 million, respectively. There were no amounts outstanding under these facilities as of May 31, 2025 or August 31, 2024. The available balance of these credit facilities was reduced by outstanding standby letters of credit, guarantees and/or other financial assurance instruments, totaling $2.6 million and $2.4 million as of May 31, 2025 and August 31, 2024, respectively.15Table of ContentsAccounts Receivable FacilityThe Poland accounts receivable facility had a limit of PLN 288.0 million as of May 31, 2025 and August 31, 2024, equivalent to $76.9 million and $74.3 million, respectively. The Company had no advance payments outstanding under the Poland accounts receivable facility as of May 31, 2025 or August 31, 2024. NOTE 8. DERIVATIVES As of May 31, 2025 and August 31, 2024, the notional values of the Company's commodity contract commitments were $486.1 million and $480.1 million, respectively, and the notional values of the Company's foreign currency contract commitments were $269.6 million and $225.1 million, respectively. The following table provides information regarding the Company's commodity contract commitments as of May 31, 2025:CommodityPosition TotalCopperLong1,142 MTCopperShort9,247 MTElectricityLong2,917,000 MW(h)Natural GasLong4,662,000 MMBtu __________________________________MT = Metric tonMW(h) = Megawatt hour MMBtu = Million British thermal unitThe following table summarizes the location and amounts of the fair value of the Company's derivative instruments as reported in the condensed consolidated balance sheets: (in thousands)Primary LocationMay 31, 2025August 31, 2024Derivative assets:CommodityPrepaid and other current assets$13,621 $9,823 CommodityOther noncurrent assets56,691 30,402 Foreign exchangePrepaid and other current assets1,428 419 Derivative liabilities:CommodityOther accrued expenses and payables$168 $3,445 CommodityOther noncurrent liabilities— 157 Foreign exchangeOther accrued expenses and payables1,323 1,885 Foreign exchangeOther noncurrent liabilities13 — The following table summarizes the effects of derivatives not designated as hedging instruments on the condensed consolidated statements of earnings (loss). All other activity related to the Company's derivatives not designated as hedging instruments was immaterial for the periods presented.Gain (Loss) on Derivatives Not Designated as Hedging Instruments (in thousands)Three Months Ended May 31,Nine Months Ended May 31,Primary Location2025202420252024CommodityCost of goods sold$943 $(19,667)$(3,799)$(18,957)Foreign exchangeSG&A expenses6,108 2,141 8,122 6,123 The following tables summarize the effects of derivatives designated as cash flow hedging instruments on the condensed consolidated statements of comprehensive income (loss) and condensed consolidated statements of earnings (loss). Amounts presented do not include the effects of foreign currency translation adjustments.Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Gain (Loss) Recognized in OCI, Net of Income Taxes (in thousands)Three Months Ended May 31,Nine Months Ended May 31,2025202420252024Commodity$6,374 $(29,567)$29,476 $(120,451)Foreign exchange4 8 17 23 16Table of ContentsGain (Loss) on Derivatives Designated as Cash Flow Hedging Instruments Reclassified from AOCL into Net Earnings (Loss) (in thousands)Three Months Ended May 31,Nine Months Ended May 31,Primary Location2025202420252024CommodityCost of goods sold$1,432 $(797)$6,003 $1,104 Foreign exchangeSG&A expenses31 63 138 185 The Company's natural gas and electricity commodity derivatives accounted for as cash flow hedging instruments have maturities extending to May 2028 and December 2034, respectively. Included in the AOCL balance as of May 31, 2025 was an estimated net gain of $11.3 million from cash flow hedging instruments that is expected to be reclassified into net earnings (loss) within the twelve months following May 31, 2025. Cash flows associated with the cash flow hedging instruments are recorded as cash flows from operating activities in the condensed consolidated statements of cash flows. See Note 9, Fair Value, for the fair value of derivative instruments recorded in the condensed consolidated balance sheets. NOTE 9. FAIR VALUE The Company has a fair value hierarchy that prioritizes inputs for valuation techniques into three levels, based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined within Note 1, Nature of Operations and Summary of Significant Accounting Policies, to the consolidated financial statements in the 2024 Form 10-K. Further discussion regarding the Company's use of derivative instruments is included in Note 8, Derivatives. The Company presents the fair value of its derivative contracts on a net-by-counterparty basis when a legal right to offset exists under an enforceable netting agreement. The following table summarizes information regarding the Company's financial assets and financial liabilities that were measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using(in thousands)TotalLevel 1Level 2Level 3As of May 31, 2025:Assets:Investment deposit accounts(1)$772,026 $772,026 $— $— Commodity derivative assets70,312 3,324 — 66,988 Foreign exchange derivative assets1,428 — 1,428 — Liabilities:Commodity derivative liabilities168 168 — — Foreign exchange derivative liabilities1,336 — 1,336 — As of August 31, 2024:Assets:Investment deposit accounts(1)$718,110 $718,110 $— $— Commodity derivative assets40,225 2,196 — 38,029 Foreign exchange derivative assets419 — 419 — Liabilities:Commodity derivative liabilities3,602 3,602 — — Foreign exchange derivative liabilities1,885 — 1,885 — __________________________________(1) Investment deposit accounts are short-term in nature, and their value is based on principal plus interest.17Table of ContentsThe fair value of the Level 3 commodity derivatives is estimated using internally developed discounted cash flow models that rely on significant unobservable inputs. The Company forecasts future energy rates using a range of historical prices (the "floating rate"), which is the only significant unobservable input used in the Company's discounted cash flow models. Significant variations in floating rates could materially impact the fair value measurement. The following table summarizes the range of floating rates used to measure the fair value of the Level 3 commodity derivatives as of May 31, 2025 and August 31, 2024, which are applied uniformly across each of the Company's Level 3 commodity derivatives: Floating rate (PLN)LowHighAverageMay 31, 2025369 563 453 August 31, 2024324 510 405 Below is a reconciliation of the beginning and ending balances of the Level 3 commodity derivatives recognized in the condensed consolidated statements of comprehensive income (loss). Amounts presented are before income taxes. The fluctuation in energy rates over time may cause volatility in the fair value estimate and was the primary reason for unrealized gains and losses in OCI for the three and nine months ended May 31, 2025 and 2024. (in thousands)Three Months Ended May 31, 2025Balance, March 1, 2025$55,358 Unrealized holding gain before reclassification(1)13,252 Reclassification for gain included in net earnings(2)(1,622)Balance, May 31, 2025$66,988 (in thousands)Nine Months Ended May 31, 2025Balance, September 1, 2024$38,029 Unrealized holding gain before reclassification(1)37,043 Reclassification for gain included in net loss(2)(8,084)Balance, May 31, 2025$66,988 (in thousands)Three Months Ended May 31, 2024Balance, March 1, 2024$86,317 Unrealized holding loss before reclassification(1)(35,907)Reclassification for gain included in net earnings(2)(1,298)Balance, May 31, 2024$49,112 (in thousands)Nine Months Ended May 31, 2024Balance, September 1, 2023$194,425 Unrealized holding loss before reclassification(1)(139,665)Reclassification for gain included in net earnings(2)(5,648)Balance, May 31, 2024$49,112 __________________________________(1) Unrealized holding gains (losses), net of foreign currency translation, less amounts reclassified, are included in net unrealized holding gain (loss) on derivatives in the condensed consolidated statements of comprehensive income (loss).(2) Realized gains included in net earnings (loss) are recorded in cost of goods sold in the condensed consolidated statements of earnings (loss).There were no material non-recurring fair value remeasurements during the three or nine months ended May 31, 2025 or 2024.The carrying values of the Company's short-term items, including documentary letters of credit and notes payable, approximate fair value. The carrying value and fair value of the Company's long-term debt, including current maturities, excluding other borrowings and finance leases, was $1.2 billion and $1.1 billion, respectively, as of May 31, 2025, and $1.0 billion and $962.8 million, respectively, as of August 31, 2024. The fair values were estimated based on Level 2 of the fair value hierarchy using indicated market values. The Company's other borrowings contain variable interest rates, so their carrying values approximate fair values.18Table of ContentsNOTE 10. STOCK-BASED COMPENSATION PLANS The Company's stock-based compensation plans are described in Note 13, Stock-Based Compensation Plans, to the consolidated financial statements in the 2024 Form 10-K. In general, restricted stock units awarded to executive officers and other employees vest ratably over a period of three years. Subject to the achievement of performance targets established by the Compensation Committee of the Company's Board of Directors (the "Board"), performance stock units vest after a period of three years. Information for restricted stock units and performance stock units accounted for as equity awards during the nine months ended May 31, 2025 is as follows:SharesWeighted AverageFair ValueOutstanding as of August 31, 20241,548,586 $43.52 Granted1,060,712 48.02 Vested(1,129,002)39.03 Forfeited(83,496)48.25 Outstanding as of May 31, 20251,396,800 $50.28 The Company granted 172,992 equivalent shares in the form of restricted stock units and performance stock units accounted for as liability awards during the nine months ended May 31, 2025. As of May 31, 2025, the Company had outstanding 349,713 equivalent shares accounted for under the liability method. The Company expects 336,388 equivalent shares to vest.Total stock-based compensation expense, including fair value remeasurements, which was primarily included in SG&A expenses in the condensed consolidated statements of earnings (loss), was $9.5 million and $27.8 million for the three and nine months ended May 31, 2025, respectively, and $12.9 million and $35.9 million for the three and nine months ended May 31, 2024, respectively. NOTE 11. STOCKHOLDERS' EQUITY AND EARNINGS (LOSS) PER SHARE The Company's calculation of basic earnings (loss) per share ("EPS") and diluted EPS is described in Note 16, Earnings Per Share, to the Company's consolidated financial statements in the 2024 Form 10-K.The calculations of basic and diluted EPS were as follows: Three Months Ended May 31,Nine Months Ended May 31,(in thousands, except share and per share data)2025202420252024Net earnings (loss)$83,126 $119,440 $(67,119)$381,560 Average basic shares outstanding112,700,136 115,529,942 113,437,950 116,228,826 Effect of dilutive securities859,320 1,134,943 — 1,354,229 Average diluted shares outstanding113,559,456 116,664,885 113,437,950 117,583,055 Earnings (loss) per share:Basic$0.74 $1.03 $(0.59)$3.28 Diluted0.73 1.02 (0.59)3.25 For all periods except for the nine months ended May 31, 2025, the Company had immaterial anti-dilutive shares, which were not included in the computation of average diluted shares outstanding. For the nine months ended May 31, 2025, the Company had 1,134,029 shares that were excluded from the computation of average diluted shares outstanding due to the Company's net loss position. During the three and nine months ended May 31, 2025, the Company repurchased 1,113,014 and 2,939,098 shares of CMC common stock, respectively, at an average purchase price of $45.30 and $50.65 per share, respectively. Under the share repurchase program, the Company had remaining authorization to repurchase $254.9 million of shares of CMC common stock as of May 31, 2025. See Note 15, Capital Stock, to the Company's consolidated financial statements in the 2024 Form 10-K, for more information on the share repurchase program.19Table of ContentsNOTE 12. COMMITMENTS AND CONTINGENCIES In the ordinary course of conducting its business, the Company becomes involved in litigation, administrative proceedings and governmental investigations, including environmental matters.Legal ProceedingsOn October 30, 2020, plaintiff Pacific Steel Group ("PSG") filed a suit in the U.S. District Court for the Northern District of California (the "Northern District Court") alleging that CMC, CMC Steel Fabricators, Inc. and CMC Steel US, LLC violated the federal and California state antitrust laws and California common law by entering into an exclusivity agreement for certain steel mill equipment manufactured by one of the Company’s equipment suppliers. On November 5, 2024, a jury returned a verdict in favor of PSG in the amount of $110.0 million, which the Northern District Court, in entering its judgment on the verdict, subsequently trebled as a matter of law. PSG will also be entitled to petition for and recover its attorneys' fees, costs and post-judgment interest. The Company is confident it conducted its business appropriately and intends to vigorously pursue all reasonably available avenues to have the verdict and judgment overturned. On December 20, 2024, CMC, CMC Steel Fabricators, Inc. and CMC Steel US, LLC filed a motion with the Northern District Court challenging the jury’s verdict and requesting a new trial. This motion remains pending. In the meantime, as a trial judgment in favor of PSG was rendered, it was determined that there was a probable and reasonably estimable loss, which was recorded as an expense within the condensed consolidated financial statements. In the nine months ended May 31, 2025, the Company reported $358.5 million of litigation expense in the condensed consolidated statement of earnings (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. This amount was classified as a current liability in the condensed consolidated balance sheet as of May 31, 2025 because the timing of the potential payment is uncertain. All other legal expenses for the three and nine months ended May 31, 2025 and May 31, 2024 are reported within SG&A expenses. If the verdict and judgment are overturned either as a result of post-trial motions or through the appeals process, the expenses and related liability will be reversed in the same period the verdict and judgment are overturned. The Company's litigation defense costs are expensed as incurred. Although the Company is vigorously pursuing a reversal of the jury’s verdict and the judgment, the ultimate resolution is uncertain.On March 13, 2022, PSG filed a second suit in the San Diego County Superior Court of California alleging that CMC Steel Fabricators, Inc., CMC Steel US, LLC, and CMC Rebar West (which later merged into CMC Steel Fabricators, Inc.) violated California state antitrust and unfair competition laws by bidding below their costs for rebar furnish-and-install projects in California to hamper PSG's ability to win jobs and reduce PSG’s profitability. These allegations were initially brought in PSG's lawsuit in the Northern District Court, but were dismissed without prejudice by the Northern District Court for lack of jurisdiction. This second lawsuit was later removed to the U.S. District Court for the Southern District of California (the "Southern District Court"). There, PSG seeks, among other things, a jury trial on its claims in addition to injunctive relief, compensatory damages, fees and costs. Fact and expert discovery are complete. On November 12, 2024, CMC Steel Fabricators, Inc., CMC Steel US, LLC and CMC Rebar West filed a motion for summary judgment, which remains pending before the Southern District Court. As of the date of this Form 10-Q, no trial has been scheduled. The Company is confident it conducted its business appropriately, believes it has substantial defenses and intends to vigorously defend against PSG's claims. The Company has not recorded any liability for this matter as it does not believe a loss is probable, and it cannot estimate any reasonably possible loss or range of possible loss. It is possible that an unfavorable resolution to this matter could have an adverse effect on the Company’s results of operations, financial position or cash flows.Other MattersAt May 31, 2025 and August 31, 2024, the amounts accrued for cleanup and remediation costs at certain sites in response to notices, actions and agreements under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") and analogous state and local statutes were immaterial. Total accrued environmental liabilities, including CERCLA sites, were $3.5 million and $3.4 million at May 31, 2025 and August 31, 2024, respectively, of which $2.0 million and $1.9 million were classified as other noncurrent liabilities at May 31, 2025 and August 31, 2024, respectively. These amounts have not been discounted to their present values. Due to evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors, accrued amounts could vary significantly from amounts paid. 20Table of ContentsNOTE 13. SEGMENT INFORMATION The Company structures its business into three reportable segments: North America Steel Group, Europe Steel Group and Emerging Businesses Group. See Note 1, Nature of Operations and Summary of Significant Accounting Policies to the consolidated financial statements in the 2024 Form 10-K, for more information about the reportable segments, including the types of products and services from which each reportable segment derives its net sales.Corporate and Other contains earnings or losses on assets and liabilities related to the Company's benefit restoration plan assets and short-term investments, expenses of the Company's corporate headquarters, litigation-related expenses, interest expense related to long-term debt and intercompany eliminations. Certain corporate administrative expenses are allocated to the segments based upon the nature of the expense.The following table summarizes certain financial information by reportable segment and Corporate and Other, as applicable: Three Months Ended May 31,Nine Months Ended May 31,(in thousands)2025202420252024Net sales to external customers:North America Steel Group$1,562,286 $1,671,358 $4,467,771 $4,750,210 Europe Steel Group247,590 208,806 655,026 626,481 Emerging Businesses Group197,454 188,593 525,733 521,826 Reportable segments total2,007,330 2,068,757 5,648,530 5,898,517 Corporate and Other12,654 9,728 35,432 31,306 Total$2,019,984 $2,078,485 $5,683,962 $5,929,823 Adjusted EBITDA:North America Steel Group$185,984 $246,304 $503,007 $735,418 Europe Steel Group3,593 (4,192)30,184 26,139 Emerging Businesses Group40,912 38,220 87,091 87,011 Reportable segments total$230,489 $280,332 $620,282 $848,568 May 31, 2025August 31, 2024Total assets:North America Steel Group$4,277,108 $4,219,603 Europe Steel Group731,845 677,697 Emerging Businesses Group866,444 861,025 Reportable segments total5,875,397 5,758,325 Corporate and Other1,118,426 1,059,514 Total$6,993,823 $6,817,839 The following table presents a reconciliation of net earnings (loss) to adjusted EBITDA for the reportable segments: Three Months Ended May 31,Nine Months Ended May 31,(in thousands)2025202420252024Net earnings (loss)$83,126 $119,440 $(67,119)$381,560 Interest expense10,864 12,117 33,353 35,751 Income tax expense (benefit)26,386 40,867 (18,569)120,361 Depreciation and amortization72,376 70,692 213,397 208,177 Asset impairments785 146 1,171 150 Corporate and Other expenses36,952 37,070 458,049 102,569 Adjusted EBITDA reportable segments$230,489 $280,332 $620,282 $848,568 Disaggregation of Revenue21Table of ContentsThe following tables display net sales to external customers by reportable segment and Corporate and Other, disaggregated by major product:Three Months Ended May 31, 2025(in thousands)North America Steel GroupEurope Steel GroupEmerging Businesses GroupCorporate and OtherTotalMajor product:Raw materials$331,123 $6,501 $— $— $337,624 Steel products666,298 198,228 — — 864,526 Downstream products506,639 33,639 46,002 — 586,280 Construction products— — 78,219 — 78,219 Ground stabilization solutions— — 68,560 — 68,560 Other58,226 9,222 4,673 12,654 84,775 Net sales to external customers1,562,286 247,590 197,454 12,654 2,019,984 Intersegment net sales, eliminated in consolidation17,317 730 17,564 (35,611)— Net sales$1,579,603 $248,320 $215,018 $(22,957)$2,019,984 Nine Months Ended May 31, 2025(in thousands)North America Steel GroupEurope Steel GroupEmerging Businesses GroupCorporate and OtherTotalMajor product:Raw materials$959,083 $16,927 $— $— $976,010 Steel products1,884,312 519,709 — — 2,404,021 Downstream products1,462,696 92,551 119,559 — 1,674,806 Construction products— — 219,931 — 219,931 Ground stabilization solutions— — 173,266 — 173,266 Other161,680 25,839 12,977 35,432 235,928 Net sales to external customers4,467,771 655,026 525,733 35,432 5,683,962 Intersegment net sales, eliminated in consolidation49,927 1,966 42,610 (94,503)— Net sales$4,517,698 $656,992 $568,343 $(59,071)$5,683,962 22Table of ContentsThree Months Ended May 31, 2024(in thousands)North America Steel GroupEurope Steel GroupEmerging Businesses GroupCorporate and OtherTotalMajor product:Raw materials$396,954 $4,721 $— $— $401,675 Steel products648,618 167,705 — — 816,323 Downstream products594,329 29,599 41,904 — 665,832 Construction products— — 73,117 — 73,117 Ground stabilization solutions— — 69,451 — 69,451 Other31,457 6,781 4,121 9,728 52,087 Net sales to external customers1,671,358 208,806 188,593 9,728 2,078,485 Intersegment net sales, eliminated in consolidation19,495 737 8,041 (28,273)— Net sales$1,690,853 $209,543 $196,634 $(18,545)$2,078,485 Nine Months Ended May 31, 2024(in thousands)North America Steel GroupEurope Steel GroupEmerging Businesses GroupCorporate and OtherTotalMajor product:Raw materials$1,035,615 $12,572 $— $— $1,048,187 Steel products1,918,686 501,417 — — 2,420,103 Downstream products1,684,584 91,744 119,957 — 1,896,285 Construction products— — 216,343 — 216,343 Ground stabilization solutions— — 171,909 — 171,909 Other111,325 20,748 13,617 31,306 176,996 Net sales to external customers4,750,210 626,481 521,826 31,306 5,929,823 Intersegment net sales, eliminated in consolidation58,036 2,371 20,281 (80,688)— Net sales$4,808,246 $628,852 $542,107 $(49,382)$5,929,823 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, 2024 (the "2024 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 sections entitled "Risk Factors" in Part I, Item 1A of our 2024 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 May 31, 2024. Any reference in this Form 10-Q to a year refers to the fiscal year ended August 31st of that year, unless otherwise stated.23Table of ContentsCertain 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 DEVELOPMENTSTransform, Advance and Grow InitiativeIn 2024, we launched our Transform, Advance and Grow ("TAG") operational and commercial excellence program as a cornerstone of our long-term strategic growth plan. Through a disciplined and structured approach, the TAG program is designed to deliver meaningful and sustained enhancements to our margins, cash flow generation, and return on capital. The first phase of TAG initiatives have positively contributed to 2025 performance, exceeding targeted benefits.Capital ExpendituresDuring the fourth quarter of 2023, our third micro mill was placed into service, and we continued to increase production levels toward targeted run-rates for this mill during the first three quarters of 2025. The new facility, located in Mesa, Arizona, allows us to meet underlying West Coast and Pacific Northwest demand for steel products. Designed to produce both rebar and merchant bar, this micro mill is one of the first in the world to produce merchant bar quality products through a continuous production process. Rebar production and merchant bar production commenced during the fourth quarter of 2023 and second quarter of 2024, respectively, and we continue to systematically ramp up production at this mill.We are in the process of constructing our fourth micro mill, located in Berkeley County, West Virginia. This facility will be geographically situated 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 large portions of supporting infrastructure for the micro mill are complete. The construction of structural components for multiple process buildings and equipment continues. We expect to begin melt shop production at this micro mill during the spring of calendar 2026. In 2023, we entered into an agreement with the West Virginia Economic Development Authority (the "WVEDA") to permanently finance a portion of the costs to construct the Company's fourth micro mill in Berkeley County, West Virginia. During the nine months ended May 31, 2025, the Company received $25.0 million for meeting certain investment thresholds. These amounts were recognized in the North America Steel Group segment and reduced property, plant and equipment, net, in the condensed consolidated balance sheet as of May 31, 2025. We expect our investment in the micro mill to be between $550.0 million and $600.0 million, net of $75.0 million of government assistance expected to be received from the WVEDA. The construction of the micro mill is also expected to qualify for a net federal tax credit under the Inflation Reduction Act of approximately $80.0 million. See Note 1, Nature of Operations and Summary of Significant Accounting Policies, to the consolidated financial statements in the 2024 Form 10-K, for more information.Series 2025 BondsIn May 2025, we announced the issuance of $150.0 million in original aggregate principal amount of tax-exempt bonds (the “Series 2025 Bonds”) by the WVEDA. The Series 2025 Bonds were issued at par. We received all net proceeds related to the issuance during the three months ended May 31, 2025. The proceeds of the Series 2025 Bonds were loaned to the Company pursuant to a loan agreement with the WVEDA, and will be used to finance a portion of the construction costs for solid waste disposal facilities located in Berkeley County, West Virginia. We will make semiannual interest payments on the outstanding principal of the Series 2025 Bonds on April 15 and October 15 of each year, with the first such interest payment due on October 15, 2025. Issuance costs of $2.8 million were recorded as a reduction of long-term debt in the condensed consolidated balance sheet as of May 31, 2025. 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 the economy 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, 24Table of Contents2025, the tariffs on steel imports were increased to 50% for all countries other than the United Kingdom, with the United Kingdom's exception dependent on the status of ongoing trade negotiations with the U.S.Although the elimination of Section 232 tariff exemptions is expected to provide 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.To date, heightened uncertainty has contributed to delays in the awarding of projects. 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.See sections entitled "Risk Factors" in Part I, Item 1A of our 2024 Form 10-K and Part II, Item 1A of this Form 10-Q for further discussion related to the above business conditions and developments.CRITICAL ACCOUNTING POLICIES AND ESTIMATESThere 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 2024 Form 10-K.RESULTS OF OPERATIONS SUMMARY Business OverviewCMC is an innovative solutions provider helping build a stronger, safer and more sustainable world. Through an extensive manufacturing network principally located in the U.S. and Central Europe, the Company offers 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, Europe Steel Group and Emerging Businesses Group.Key Performance IndicatorsWhen 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 prior 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 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 the sum of the Company's earnings or losses 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 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 25Table of Contentsthere 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. Financial Results Overview Three Months Ended May 31,Nine Months Ended May 31,(in thousands, except per share data)2025202420252024Net sales$2,019,984 $2,078,485 $5,683,962 $5,929,823 Net earnings (loss)83,126 119,440 (67,119)381,560 Diluted earnings (loss) per share$0.73 $1.02 $(0.59)$3.25 Net sales decreased $58.5 million, or 3%, for the three months ended May 31, 2025, compared to the corresponding period, and decreased $245.9 million, or 4%, for the nine months ended May 31, 2025, compared to the corresponding period. Additional information regarding period-over-period changes in net sales is provided in the Segment Operating Data section under North America Steel Group, Europe Steel Group and Emerging Businesses Group.The decrease in net earnings for the three months ended May 31, 2025, compared to the corresponding period, was primarily due to compression in steel and downstream products metal margins within our North America Steel Group segment. The year-over-year decrease in net earnings for the nine months ended May 31, 2025, compared to the corresponding period, was primarily due to a litigation-related expense of approximately $271.0 million, net of estimated tax, associated with a contingent litigation-related loss, as well as continued compression in steel and downstream products metal margins within our North America Steel Group segment.Selling, General and Administrative ExpensesSelling, general and administrative ("SG&A") expenses increased $7.8 million and $23.2 million during the three and nine months ended May 31, 2025, respectively, compared to the corresponding periods. The increases were primarily driven by higher employee-related expenses, which rose by $9.6 million and $21.7 million during the three and nine months ended May 31, 2025, respectively, compared to the corresponding periods. Interest ExpenseInterest expense remained relatively consistent during the three and nine months ended May 31, 2025, compared to the corresponding periods, as higher capitalized interest offset the impact of the Series 2025 Bonds, which were issued in May 2025.Litigation ExpenseLitigation expense related to the Pacific Steel Group ("PSG") litigation of $3.8 million and $358.5 million was recorded during the three and nine months ended May 31, 2025, respectively. The amount recorded during the three months ended May 31, 2025 reflects interest on the judgment amount. For more information about the contingent litigation-related loss, see Note 12, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q. Income TaxesThe effective income tax rates for the three and nine months ended May 31, 2025 were 24.1% and 21.7%, respectively, compared to 25.5% and 24.0%, respectively, in the corresponding periods. The decrease for the three months ended May 31, 2025, compared to the corresponding period, is primarily due to the recognition of a federal research and development credit during the third quarter of fiscal 2025. The decrease for the nine months ended May 31, 2025, compared to the corresponding period, was primarily driven by a reduction in pre-tax earnings, which included a contingent loss associated with PSG litigation that was accrued during the first quarter of fiscal 2025.26Table of ContentsSEGMENT OPERATING DATAThe 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 13, 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 May 31,Nine Months Ended May 31,(in thousands, except per ton amounts)2025202420252024Net sales to external customers$1,562,286 $1,671,358 $4,467,771 $4,750,210 Adjusted EBITDA185,984 246,304 503,007 735,418 External tons shippedRaw materials385 371 1,036 1,092 Rebar534 520 1,586 1,502 Merchant bar and other264 244 748 708 Steel products798 764 2,334 2,210 Downstream products355 371 1,009 1,033 Average selling price per tonRaw materials$809 $970 $875 $877 Steel products859 891 829 896 Downstream products1,212 1,330 1,231 1,358 Cost of ferrous scrap utilized per ton$360 $353 $340 $358 Steel products metal margin per ton499 538 489 538 Net sales to external customers in our North America Steel Group segment decreased $109.1 million, or 7%, and $282.4 million, or 6%, during the three and nine months ended May 31, 2025, respectively, compared to the corresponding periods. During the three months ended May 31, 2025, the decrease was primarily due to a decrease in the average selling price per ton for raw materials, steel products and downstream products of 17%, 4% and 9%, respectively, compared to the corresponding period. During the nine months ended May 31, 2025, the decrease was primarily due to a decrease in the average selling price per ton for steel products and downstream products of 7% and 9%, respectively, compared to the corresponding period. The reductions in net sales to external customers driven by lower average selling prices were partially offset by increased tons shipped of steel products in both periods due to resilient construction activity and demand in our end-use markets.Adjusted EBITDA decreased $60.3 million, or 24%, and $232.4 million, or 32%, during the three and nine months ended May 31, 2025, respectively, compared to the corresponding periods. The decreases in adjusted EBITDA during the three and nine months ended May 31, 2025, compared to the corresponding periods, were primarily due to compression in metal margins per ton for steel and downstream products.27Table of ContentsEurope Steel Group Three Months Ended May 31,Nine Months Ended May 31,(in thousands, except per ton amounts)2025202420252024Net sales to external customers$247,590 $208,806 $655,026 $626,481 Adjusted EBITDA3,593 (4,192)30,184 26,139 External tons shippedRebar88 80 295 266 Merchant bar and other271 217 687 649 Steel products359 297 982 915 Average selling price per tonSteel products$663 $681 $639 $661 Cost of ferrous scrap utilized per ton$370 $389 $360 $383 Steel products metal margin per ton293 292 279 278 Net sales to external customers in our Europe Steel Group segment increased $38.8 million, or 19%, and $28.5 million, or 5%, during the three and nine months ended May 31, 2025, respectively, compared to the corresponding periods. During the three months ended May 31, 2025, net sales to external customers increased primarily due to a 21% increase in tons shipped compared to the corresponding period. For the nine months ended May 31, 2025, net sales to external customers increased mainly due to a 7% increase in tons shipped, partially offset by a 3% per ton decline in average selling price, compared to the corresponding period. On average, compared to the Polish zloty, the U.S. dollar was weaker during the three and nine months ended May 31, 2025, compared to the respective corresponding periods. The effect of foreign currency translation on net sales to external customers was an increase of approximately $10.4 million and $20.6 million for the three and nine months ended May 31, 2025, respectively.Adjusted EBITDA increased $7.8 million and $4.0 million during the three and nine months ended May 31, 2025, respectively, compared to the corresponding periods. The increases in adjusted EBITDA during the three and nine months ended May 31, 2025, compared to the corresponding periods, were primarily driven by higher tons shipped and lower conversion costs. The increase during the nine months ended May 31, 2025, was partially offset by an $18.2 million decrease in government assistance, compared to the corresponding period. The effect of foreign currency translation on adjusted EBITDA was immaterial for the three and nine months ended May 31, 2025.Emerging Businesses Group Three Months Ended May 31,Nine Months Ended May 31,(in thousands)2025202420252024Net sales to external customers$197,454 $188,593 $525,733 $521,826 Adjusted EBITDA40,912 38,220 87,091 87,011 Net sales to external customers in our Emerging Businesses Group segment increased $8.9 million, or 5%, during the three months ended May 31, 2025, compared to the corresponding period, and improved modestly for the nine months ended May 31, 2025, compared to the corresponding period. The increase in net sales to external customers during the three months ended May 31, 2025, was primarily driven by a $5.3 million increase from CMC Construction Services' operations, compared to the corresponding period, due to increased demand. During the nine months ended May 31, 2025, net sales to external customers increased due to higher tons shipped of our performance reinforcing steel products, compared to the corresponding period. However, the increase in net sales to external customers from our performance reinforcing steel offerings was partially offset by a decrease in net sales to external customers from CMC Impact Metals due to lower tons shipped related to a slowing truck and trailer market during the nine months ended May 31, 2025, compared to the corresponding period. Adjusted EBITDA increased $2.7 million, or 7%, during the three months ended May 31, 2025, compared to the corresponding period, and remained relatively flat for the nine months ended May 31, 2025, compared to the corresponding period. Adjusted EBITDA for our performance reinforcing steel offerings increased during the nine months ended May 31, 2025, compared to the corresponding period, due to higher tons shipped. This increase was partially offset by a dec28Table of Contentsrease in adjusted EBITDA from our Tensar division during the nine months ended May 31, 2025, compared to the corresponding period, driven by challenging conditions in the Eastern Hemisphere and delays in certain key projects. Adjusted EBITDA for the nine months ended May 31, 2025, compared to the corresponding period, was also negatively impacted by lower tons shipped from CMC Impact Metals, as described above. Corporate and Other Three Months Ended May 31,Nine Months Ended May 31,(in thousands)2025202420252024Adjusted EBITDA loss$(36,952)$(37,070)$(458,049)$(102,569)Corporate and Other adjusted EBITDA loss was relatively flat during the three months ended May 31, 2025, compared to the corresponding period, and increased by $355.5 million during the nine months ended May 31, 2025, compared to the corresponding period. The increase in adjusted EBITDA loss during the nine months ended May 31, 2025 was due to a $358.5 million contingent litigation-related loss related to the PSG litigation. For more information about the contingent litigation-related loss, see Note 12, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q.LIQUIDITY AND CAPITAL RESOURCES Sources of Liquidity and Capital ResourcesOur 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 Emerging Businesses Group segment and related materials and services, as described in Part I, Item 1, Business, of our 2024 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 15% of total receivables at May 31, 2025. 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 8, Derivatives, in Part I, Item 1, Financial Statements, of this Form 10-Q for further information.The table below reflects our sources, facilities and availability of liquidity at May 31, 2025. See Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for additional information.(in thousands)Liquidity Sources and FacilitiesAvailabilityCash and cash equivalents$892,998 $892,998 Notes due from 2030 to 2032900,000 (1)Revolver600,000 599,041 Series 2022 Bonds, due 2047145,060 — Series 2025 Bonds, due 2032(2)150,000 — Poland credit facilities160,218 157,632 Poland accounts receivable facility76,905 76,905 __________________________________(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) The Series 2025 Bonds accrue interest at a fixed rate of 4.625%, payable semiannually, for an initial period ending with a mandatory tender for purchase on May 15, 2032, at a purchase price equal to 100% of the principal amount. The Series 2025 Bonds mature in 2055. See Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for additional information regarding the Series 2025 Bonds.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 29Table of Contentsbe 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, 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 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 2025 capital spending will range from $425 million to $475 million. We regularly assess our capital spending based on current and expected results and the amount is subject to change. During the nine months ended May 31, 2025 and 2024, we repurchased $148.9 million and $128.2 million, respectively, of shares of CMC common stock. Under the share repurchase program, we had remaining authorization to repurchase $254.9 million of shares of CMC common stock at May 31, 2025. See Note 11, 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 2024 Form 10-K, for more information on the share repurchase program.During the nine months ended May 31, 2025 and May 31, 2024, we paid $61.3 million and $58.2 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 May 31, 2025, we believe we were in compliance with all covenants contained in our credit arrangements. As of May 31, 2025 and August 31, 2024, 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 in Note 12, Commitments and Contingencies, 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 California (the "Northern District Court"), in entering its judgment on the verdict, subsequently trebled as a matter of law. PSG will also be 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. Nonetheless, unless the verdict and judgment are overturned or the judgment is significantly reduced, the losses incurred in connection with this litigation would have a material adverse effect on our liquidity and financial condition.30Table of ContentsCash FlowsChanges in Operating Assets and LiabilitiesDuring the nine months ended May 31, 2025, changes in operating assets and liabilities resulted in a $23.0 million reduction in cash used, compared to the corresponding period, primarily due to an $86.4 million decrease in cash used by accounts payable, mainly driven by the timing of purchases and related payments as part of our ongoing working capital optimization efforts. These benefits were partially offset by a $51.9 million year-over-year decrease in cash provided by accounts receivable, primarily driven by the timing of collections and fluctuations in net sales to external customers, with the latter described in the Segment Operating Data section. Capital InvestmentsFor the nine months ended May 31, 2025, capital expenditures increased $51.1 million year-over-year, primarily driven by the construction of our fourth micro mill. This was partially offset by $25.0 million in government assistance pursuant to an agreement with the WVEDA. See Note 1, Nature of Operations and Accounting Policies, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding the government assistance received during 2025 related to the construction of our fourth micro mill. Series 2025 Bonds For the nine months ended May 31, 2025, we received net proceeds of $147.7 million from the issuance of tax-exempt bonds (the "Series 2025 Bonds"). See Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding the Series 2025 Bonds.Share RepurchasesFor the nine months ended May 31, 2025 we repurchased $148.9 million of CMC common stock under our share repurchase program, an increase of $20.7 million compared to the corresponding period. See Note 11, 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 2024 Form 10-K, for more information on the share repurchase program.Accounts Receivable FacilityFor the nine months ended May 31, 2025, net cash flows used by financing activities increased due to higher net repayments under our Polish accounts receivable facility of $19.7 million. See Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding our Polish accounts receivable facility.CONTRACTUAL OBLIGATIONSOur material cash commitments from known contractual and other obligations primarily consist of obligations for long-term debt and related interest, leases for property and equipment, construction of our fourth micro mill and other purchase obligations as part of normal operations. The amount and composition of our material cash commitments have not changed materially since those disclosed in the 2024 Form 10-K.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 May 31, 2025, we had committed $38.4 million under these arrangements, of which $1.0 million reduced availability under the Revolver (as defined in Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q).31Table of ContentsCONTINGENCIES 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. For example, in the nine months ended May 31, 2025, the Company reported $358.5 million of litigation expense in the condensed consolidated statement of earnings (loss), which amount 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. This amount was classified as a current liability in the condensed consolidated balance sheet as of May 31, 2025 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 12, 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 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. Additional factors include 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 Emerging Businesses 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 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;•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 EAF 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;32Table of Contents•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;•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 12, 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 sections entitled "Risk Factors" in Part I, Item 1A of our 2024 Form 10-K and Part II, Item 1A of this Form 10-Q 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 exp33Table of Contentsressed 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.ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As of May 31, 2025, the U.S. dollar equivalent of the Company's total gross foreign currency exchange contract commitments increased $44.4 million, or 20%, compared to August 31, 2024. This increase was primarily due to forward contracts denominated in euro with a Polish zloty functional currency, which increased $33.0 million as of May 31, 2025, compared to August 31, 2024.There have been no other material changes to the information set forth in Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk, included in our 2024 Form 10-K.ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and ProceduresThe term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. This term refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods, and includes controls and procedures designed to ensure that such information is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q, and they have concluded that as of that date, our disclosure controls and procedures were effective. Changes in Internal Control over Financial ReportingThere were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended May 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.34Table of ContentsPART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On October 30, 2020, plaintiff PSG filed a suit in the U.S. District Court for the Northern District Court alleging that CMC, CMC Steel Fabricators, Inc. and CMC Steel US, LLC violated the federal and California state antitrust laws and California common law by entering into an exclusivity agreement for certain steel mill equipment manufactured by one of the Company’s equipment suppliers. On November 5, 2024, a jury returned a verdict in favor of PSG in the amount of $110.0 million, which the Northern District Court, in entering its judgment on the verdict, subsequently trebled as a matter of law. PSG will also be entitled to petition for and recover its attorneys' fees, costs, and post-judgment interest. The Company is confident it conducted its business appropriately and intends to vigorously pursue all reasonably available avenues to have the verdict and judgment overturned. On December 20, 2024, CMC, CMC Steel Fabricators, Inc. and CMC Steel US, LLC filed a motion with the Northern District Court challenging the jury’s verdict and requesting a new trial. This motion remains pending. In the meantime, as a trial judgment in favor of PSG was rendered, it was determined that there was a probable and reasonably estimable loss, which was recorded as an expense within the condensed consolidated financial statements. In the nine months ended May 31, 2025, the Company reported $358.5 million of litigation expense in the condensed consolidated statement of earnings (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. This amount was classified as a current liability in the condensed consolidated balance sheet as of May 31, 2025 because the timing of the potential payment is uncertain. All other legal expenses for the three and nine months ended May 31, 2025 and May 31, 2024 are reported within SG&A expenses. If the verdict and judgment are overturned either as a result of post-trial motions or through the appeals process, the expenses and related liability will be reversed in the same period the verdict and judgment are overturned. The Company's litigation defense costs are expensed as incurred. Although the Company is vigorously pursuing a reversal of the jury’s verdict and the judgment, the ultimate resolution is uncertain.On March 13, 2022, PSG filed a second suit in the San Diego County Superior Court of California alleging that CMC Steel Fabricators, Inc., CMC Steel US, LLC, and CMC Rebar West (which later merged into CMC Steel Fabricators, Inc.) violated California state antitrust and unfair competition laws by bidding below their costs for rebar furnish-and-install projects in California to hamper PSG's ability to win jobs and reduce PSG’s profitability. These allegations were initially brought in PSG's lawsuit in the Northern District Court but were dismissed without prejudice by the Northern District Court for lack of jurisdiction. This second lawsuit was later removed to the U.S. District Court for the Southern District of California (the “Southern District Court”). There, PSG seeks, among other things, a jury trial on its claims in addition to injunctive relief, compensatory damages, fees and costs. Fact and expert discovery are complete. On November 12, 2024, CMC Steel Fabricators, Inc., CMC Steel US, LLC and CMC Rebar West filed a motion for summary judgment, which remains pending before the Southern District Court. As of the date of this Form 10-Q, no trial has been scheduled. The Company is confident it conducted its business appropriately, believes it has substantial defenses and intends to vigorously defend against PSG's claims. The Company has not recorded any liability for this matter as it does not believe a loss is probable, and it cannot estimate any reasonably possible loss or range of possible loss. It is possible that an unfavorable resolution to this matter could have an adverse effect on the Company’s results of operations, financial position or cash flows.With respect to administrative or judicial proceedings arising under any federal, state or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment, the Company has determined that it will disclose any such proceeding to which a governmental authority is a party if it reasonably believes such proceeding could result in monetary sanctions, exclusive of interest and costs, of at least $1.0 million. The Company believes that this threshold is reasonably designed to result in disclosure of environmental proceedings that are material to the Company's business or financial condition. Applying this threshold, there were no environmental matters to disclose for this period.ITEM 1A. RISK FACTORS Except as set forth below, there were no material changes to the risk factors previously disclosed in Part I, Item 1A, Risk Factors, of our 2024 Form 10-K.Enhanced U.S. tariffs, import/export restrictions or other trade barriers may have a negative effect on global economic conditions, financial markets and our business.There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies, treaties, tariffs and taxes. Current or future tariffs imposed by the U.S. may negatively impact our customers’ 35Table of Contentsbusinesses, thereby causing an indirect negative impact on our sales. For example, during 2025, the U.S. presidential administration threatened or imposed tariffs on imports from various countries, including, among others, China, Mexico and Canada. In response, some of these countries threatened or announced tariffs on imports from the U.S. The extent to which these threats will be enacted and the duration for which enacted tariffs will be in place remain uncertain and could lead to economic decline, which could negatively impact demand for our products and adversely affect our results of operations. Uncertainty regarding tariffs has increased uncertainty in the market related to future costs of projects and the availability of materials, which has resulted in some projects not under contract being delayed. In addition, to the extent such tariffs have a positive impact on pricing, if such tariffs are relaxed or repealed, become subject to legal challenges or expire, or 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, putting downward pressure on U.S. steel prices.Tariffs or trade restrictions that may be implemented by the U.S. or retaliatory trade measures or tariffs implemented by other countries could result in reduced economic activity, increased costs in operating the Company’s business, reduced demand and changes in purchasing behaviors for the Company’s customers, limits on trade with the U.S. or other potentially adverse economic outcomes. Additionally, the Company’s international sales also may be impacted by the tariffs and other restrictions on trade between the U.S. and other countries. While tariffs and other retaliatory trade measures imposed by other countries on U.S. goods and services have not yet had a significant impact on the Company’s business or results of operations, the Company cannot predict further developments, and such existing or future tariffs could have a material adverse effect on results of the Company’s operations, financial position and cash flows.Excess capacity and over-production by foreign producers in the steel industry as well as the startup of new steelmaking capacity in the U.S. could result in lower domestic steel prices, which would adversely affect our sales, margins and profitability.Global steelmaking capacity exceeds demand for steel products in many regions around the world. Rather than reducing employment by rationalizing capacity with consumption, steel manufacturers in these countries (often with local government assistance or subsidies in various forms) have traditionally exported steel at prices significantly below their home market prices, which prices may not reflect their costs of production or capital. For example, steel production in China, the world's largest producer and consumer of steel, has continued to exceed Chinese demand. This excess capacity in China has resulted in a further increase in imports of artificially low-priced steel and steel products to the U.S. and world steel markets. A continuation of this trend or a significant decrease in China's rate of economic expansion could result in increasing steel imports from China. Excessive imports of steel into the U.S. have exerted, and may continue to exert, downward pressure on U.S. steel prices, which negatively affects our ability to increase our sales, margins and profitability. The excess capacity may create downward pressure on our steel prices and lead to reduced sales volumes as imports absorb market share that would otherwise be filled by domestic supply, all of which would adversely affect our sales, margins and profitability and could subject us to possible renegotiation of contracts or increases in bad debt. 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.We believe the downward pressure on, and periodically depressed levels of, U.S. steel prices in some recent years have been further exacerbated by imports of steel involving dumping and subsidy abuses by foreign steel producers. While some tariffs and quotas are periodically put into effect for certain steel products imported from a number of countries, including tariffs recently imposed by the current U.S. presidential administration, there is no assurance that tariffs and quotas will always be levied, even if otherwise justified, and even when imposed many of these are short-lived or ineffective.The adverse effects of excess capacity and over-production by foreign producers could be exacerbated by the startup of new steelmaking capacity in the U.S. Certain of our competitors have announced and are moving ahead with plans to develop new steelmaking capacity in the near term. There are a number of ongoing EAF projects in the U.S., with additional capacity expected to come online at various times over the next few years. The addition of new mill production and decreased domestic demand could lead to domestic over capacity, which could lead to a decrease in steel prices. Any of these adverse effects could have a material adverse effect on our business, results of operations and financial condition.36Table of ContentsITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Purchases of Equity Securities by the Issuer and Affiliated PurchasersThe following table provides information about purchases of equity securities registered by the Company pursuant to Section 12 of the Exchange Act made by the Company or any affiliated purchasers during the quarter ended May 31, 2025.Issuer Purchases of Equity Securities(1)PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs as of the End of PeriodMarch 1, 2025 - March 31, 2025377,267 $44.55 377,267 $288,540,680 April 1, 2025 - April 30, 2025393,819 42.68 393,819 271,733,312 May 1, 2025 - May 31, 2025341,928 49.15 341,928 254,926,656 1,113,014 1,113,014 __________________________________(1) See Note 11, 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 2024 Form 10-K, for more information on the share repurchase program.ITEM 3. DEFAULTS UPON SENIOR SECURITIES None.ITEM 4. MINE SAFETY DISCLOSURES Not applicable.ITEM 5. OTHER INFORMATION During the three months ended May 31, 2025, none of the Company’s directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.37Table of ContentsITEM 6. EXHIBITS Pursuant to Item 601(b)(4)(iii) of Regulation S-K, certain long-term debt instruments are omitted because the total amount of securities authorized thereunder does not exceed 10% of the total assets of CMC and its subsidiaries on a consolidated basis. The Company agrees to furnish copies of such instruments to the SEC upon its request.3.1(a)Restated Certificate of Incorporation dated March 2, 1989 (filed as Exhibit 3(i) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).3.1(b)Certificate of Amendment of Restated Certificate of Incorporation dated February 1, 1994 (filed as Exhibit 3(i)(a) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).3.1(c)Certificate of Amendment of Restated Certificate of Incorporation dated February 17, 1995 (filed as Exhibit 3(i)(b) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).3.1(d)Certificate of Amendment of Restated Certificate of Incorporation dated January 30, 2004 (filed as Exhibit 3(i)(d) to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2004 and incorporated herein by reference).3.1(e)Certificate of Amendment of Restated Certificate of Incorporation dated January 26, 2006 (filed as Exhibit 3(i) to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2006 and incorporated herein by reference).3.1(f)Certificate of Designation, Preferences and Rights of Series A Preferred Stock (filed as Exhibit 2 to Commercial Metals Company's Form 8-A filed August 3, 1999 and incorporated herein by reference).3.2Amended and Restated Bylaws (filed as Exhibit 3.1 to Commercial Metals Company's Current Report on Form 8-K dated June 21, 2022 and incorporated herein by reference).10.1Amended and Restated Terms and Conditions of Employment dated as of May 2, 2025, between Commercial Metals Company and Brian Halloran (filed herewith). 10.2Loan Agreement, dated May 1, 2025, between the West Virginia Economic Development Authority and Commercial Metals Company (filed as Exhibit 10.1 to Commercial Metals Company’s Current Report on Form 8-K dated May 15, 2025 and incorporated herein by reference). 31.1Certification of Peter R. Matt, President and Chief Executive Officer of Commercial Metals Company, pursuant to Section 302 to the Sarbanes-Oxley Act of 2002 (filed herewith).31.2Certification of Paul J. Lawrence, Senior Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).32.1Certification of Peter R. Matt, President and Chief Executive Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).32.2Certification of Paul J. Lawrence, Senior Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).101.INSInline XBRL Instance Document (filed herewith).101.SCHInline XBRL Taxonomy Extension Schema Document (filed herewith).101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).101.LABInline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).104Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101).38Table of ContentsSIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COMMERCIAL METALS COMPANYJune 24, 2025/s/ Paul J. LawrencePaul J. LawrenceSenior Vice President and Chief Financial Officer(Duly authorized officer and principal financial officer of the registrant)39
EX-10.1
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halloran2025aremployment.htm
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halloran2025aremployment
AMENDED AND RESTATED TERMS AND CONDITIONS OF EMPLOYMENT These Amended and Restated Terms and Conditions of Employment (the “Agreement”) are entered into and effective as of this 2nd day of May, 2025 (“Effective Date”) by and between COMMERCIAL METALS COMPANY, a Delaware corporation (the “Employer” or the “Company”) and BRIAN HALLORAN (the “Executive”). The Employer and Executive are collectively referred to as the “Parties,” and individually as a “Party.” The Agreement amends, restates and supersedes that certain Terms and Conditions of Employment dated as of February 14, 2011, as amended by that certain Amendment to Terms and Conditions of Employment by and between the Company and the Executive dated as of June 17, 2015 (the “Prior Agreement”) in its entirety. R E C I T A L S: WHEREAS, the Employer and Executive are parties to the Prior Agreement, pursuant to which Executive is currently employed by the Company; WHEREAS, as a condition to eligibility for receiving stock awards, to set terms of their continuing employment relationship, and to protect the good will and confidential business information of the Company, the Executive and the Company desire to enter into this Agreement on the terms stated herein; and WHEREAS, Executive desires to be employed by Employer as its Senior Vice President, North America Steel Group pursuant to all of the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows: 1. PURPOSE. The purpose of this Agreement is to formalize the terms and conditions of Executive’s employment with Employer as Senior Vice President, North America Steel Group. This Agreement may only be amended by a writing signed by both Parties. 2. DEFINITIONS. For the purposes of this Agreement, the following words and terms shall have the following meanings: a. “AFFILIATE” or “AFFILIATES” shall mean any corporation, partnership, joint venture, association, unincorporated organization or any other legal entity that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Employer. b. “CAUSE” shall mean (i) Executive’s commission of theft, embezzlement, fraud, financial impropriety, any other act of dishonesty relating to his employment with the Company, or any willful violation of Company policies (including the Company’s ethics policies) or lawful directives of the Company, or any law, rules, or regulations applicable to the Company, including, but not limited to, those established by the U.S. Securities and Exchange Commission, or any self-regulatory organization having jurisdiction or authority over Executive or the Company or any willful failure by Executive to inform the Company of any violation of any law, rule or regulation by the Company or one of its direct or indirect subsidiaries, provided, however, that Cause shall not include any act or omission of Executive that the Executive reasonably believes is not a violation of any such policies, directives, law, rules or regulations based on the advice of
2 legal counsel for the Company; (ii) Executive’s willful commission of acts that would support the finding of a felony or any lesser crime having as its predicate element fraud, dishonesty, misappropriation, or moral turpitude; (iii) Executive’s failure to perform his duties and obligations under this Agreement (other than during any period of disability) which failure to perform is not remedied within thirty (30) days after written notice thereof to the Executive by the Chief Executive Officer of the Company; or (iv) Executive’s commission of an act or acts in the performance of his duties under this Agreement amounting to gross negligence or willful misconduct, including, but not limited to, any breach of Section 8 of this Agreement. c. CONFIDENTIAL INFORMATION. During the course of his employment, Executive will receive Confidential Information of the Company. Confidential Information means information (1) disclosed to or known by Executive as a consequence of or through his employment with Employer or Affiliate; and (2) which relates to any aspect of Employer’s or Affiliate’s business, research, or development. “Confidential Information” includes, but is not limited to, Employer’s and Affiliate’s trade secrets, proprietary information, business plans, marketing plans, financial information, employee performance, compensation and benefit information, cost and pricing information, identity and information pertaining to customers, suppliers and vendors, and their purchasing history with Employer, any business or technical information, design, process, procedure, formula, improvement, or any portion or phase thereof, that is owned by or has, at the time of termination, been used by the Employer, any information related to the development of products and production processes, any information concerning proposed new products and production processes, any information concerning marketing processes, market feasibility studies, cost data, profit plans, capital plans and proposed or existing marketing techniques or plans, financial information, including, without limitation, information set forth in internal records, files and ledgers, or incorporated in profit and loss statements, fiscal reports, business plans or other financial or business reports, and information provided to Employer or Affiliate by a third party under restrictions against disclosure or use by Employer or others. d. “CONFLICT OF INTEREST” means any situation in which the Executive has two or more duties or interests that are mutually incompatible and may tend to conflict with the proper and impartial discharge of the Executive’s duties, responsibilities or obligations to Employer, including but not limited to those described in Employer’s Code of Conduct (the “Code”) that Executive has either not disclosed to Employer or has disclosed and not been granted a waiver by the Audit Committee of the Board of Directors of Employer under the provisions of such Code. e. “GOOD REASON” shall mean (i) the occurrence, without Executive’s written consent, of a breach of any material provision of this Agreement by Employer; or (ii) a significant reduction in the authorities, duties, responsibilities, compensation and/or title of Executive as set forth in this Agreement. Executive shall give Employer written notice within the guidelines of Section 409A of the Internal Revenue Code of 1986, as amended (the “IRC”) of an intent to terminate this Agreement for “Good Reason” as defined in this Agreement, and (except as set forth above) provide Employer with thirty (30) business days after receipt of such written notice from Executive to remedy the alleged Good Reason.
3 3. DURATION. This Agreement shall, unless terminated as hereinafter provided, continue in effect through the first anniversary of the Effective Date. Unless Executive or Employer gives written notice of his or its intent not to renew this Agreement no later than thirty (30) days prior to its expiration, this Agreement shall automatically continue in effect for successive additional one (1) year terms subject to all other terms and conditions contained herein. 4. DUTIES AND RESPONSIBILITIES. During the term of this Agreement, Executive shall diligently render services to Employer as Senior Vice President, North America Steel Group in accordance with Employer’s directives, and shall use his best efforts and good faith in accomplishing such directives. Executive shall report to the President and Chief Executive Officer of the Company. Executive agrees to devote his full-time efforts, abilities, and attention (defined to mean not normally less than forty (40) hours/week) to the business of Employer, and shall not engage in any activities which will interfere with such efforts. 5. COMPENSATION AND BENEFITS. In return for the services to be provided by Executive pursuant to this Agreement, Employer agrees to pay Executive as follows: a. SALARY. Executive shall receive an annual base salary of not less than $500,000 (19,230.77 bi-weekly), less applicable taxes and withholdings, during the term of this Agreement. This salary may be increased at the sole discretion of Employer, and may not be decreased without Executive’s written consent. Notwithstanding the foregoing, the Executive may voluntarily decrease his salary at any time. b. BONUS. Executive shall be eligible to receive a bonus (the “Bonus”) for each fiscal year of Employer ending August 31 during the term of this Agreement (subject to pro- ration for any partial fiscal year of employment) pursuant to Employer’s 2013 Cash Incentive Plan, as amended from time to time, Employer’s discretionary incentive plan, and any other short or long-term incentive plans as may be applicable to executives of similar level in the Company. The amount of any annual or long-term bonus shall be determined by, and in the sole discretion of, Employer’s Board of Directors. The Bonus, if any, shall be paid in a lump sum, as soon as practicable following the end of the Employer’s fiscal year to which the Bonus relates, but in no event later than November 30 following the end of such fiscal year. c. PAYMENT AND REIMBURSEMENT OF EXPENSES. Employer shall pay or reimburse the Executive for all reasonable travel and other expenses incurred by Executive in performing his obligations under this Agreement in accordance with the policies and procedures of Employer. d. INSURANCE, FRINGE BENEFITS AND PERQUISITES. Executive shall be entitled to participate in or receive insurance and any other benefits under any plan or arrangement generally made available to the employees or executive officers of Employer, including short and long-term plans for grants of equity, short and long-term bonus and incentive plans, health and welfare benefit plans, life insurance coverage, disability insurance, and hospital, surgical, medical, and dental benefits for Executive and his qualified dependents, (to the extent Executive elects to participate in such coverage where optional), and fringe benefit plans or arrangements, all subject to and on a basis consistent with the terms, conditions, and overall administration by Employer of such plans and arrangements. e. VACATION. In accordance with the policies of Employer, Executive shall be entitled to the number of paid vacation days in each employment year determined by Employer
4 from time to time for its employees generally, but not fewer than twenty (20) business days in any employment year (prorated based on start date of employment in any year in which Executive is employed hereunder for less than the entire year in accordance with the number of days in such year during which Executive is so employed). f. EXECUTIVE EMPLOYEE CONTINUITY AGREEMENT. Executive and Employer are party to a separate agreement known as the Executive Employee Continuity Agreement (the “EECA”). The EECA remains in effect and is not superseded by this Agreement. Except as to restrictive covenants, to the extent that there are conflicts between this Agreement and the EECA, terms of the EECA shall control. As to restrictive covenants, terms of this Agreement shall control over any conflict in terms. 6. TERMINATION. Executive’s employment with Employer is “at-will”, meaning that either Party may terminate this Agreement and the employment relationship at any time, with or without Cause, or Good Reason. Any termination of Executive’s employment pursuant to this Agreement will also serve as termination of any and all offices, positions and directorships held by Executive with the Company and any of its subsidiaries and affiliates. Executive’s employment will terminate upon his death, or if he is unable to perform the functions of his position with reasonable accommodation for four (4) consecutive months, or for a total of six (6) months during any twelve (12) month period. Employer may terminate Executive’s employment at any time without notice for Cause (in accordance with the provisions of Section 2(b) herein), or, following fourteen (14) days written notice to Executive, without Cause. a. Executive may terminate his employment upon ninety (90) days written notice to Employer. In the event Executive terminates his employment in this manner, he shall remain in Employer’s employ subject to all terms and conditions of this Agreement for the entire ninety (90) day period, performing such duties to which Executive may be directed by the Company. b. Executive may terminate this Agreement for Good Reason in accordance with the provisions of Section 2(e) herein. 7. SEVERANCE. Except in the event of a Qualified Termination within twenty-four (24) months following a Change in Control, as both are defined in the EECA, and which are governed exclusively by the EECA (for clarity, in such instance, Executive shall not be entitled to any severance under this Agreement), Executive shall be entitled to the following compensation, in addition to any accrued but unpaid salary, in the event that this Agreement and his employment are terminated under the following conditions, which are the exclusive compensation and remedies for termination of this Agreement and the employment relationship: a. TERMINATION RESULTING FROM DEATH OR DISABILITY. Subject to the provisions of Section 7(d) below, in the event Executive’s employment is terminated as a result of his death or disability, Executive or his estate shall be entitled to (i) such life insurance or disability benefits as Executive may be entitled to pursuant to any life or disability insurance then maintained by the Employer for the benefit of its employees and executive officers; (ii) a pro- rata share of the Bonus in an amount as determined by Employer’s Board of Directors in their sole discretion, payable no later than November 30 following the end of Employer’s fiscal year during which such termination occurs; (iii) pursuant to the terms and conditions of the Employer’s 2013 Cash Incentive Plan, as amended from time to time, payment, at such time as all other participants in that plan receive payment, of any cash incentive attributable to periods during which Executive
5 was employed; (iv) to the extent permitted by the terms and conditions of Employer’s 2013 Long- Term Equity Incentive Plan, as amended from time to time, or other applicable equity incentive plan(s) and to the extent authorized by the terms of each of Executive’s outstanding award or grant agreements entered into pursuant to such plan(s), immediate vesting of all stock appreciation rights, restricted stock, and/or stock options previously awarded Executive; and (v) to the extent permitted by the terms and conditions of the CMC Retirement Plan, as amended from time to time, and 2005 Benefit Restoration Plan, as amended from time to time, maintained by the Employer, crediting of any Employer contribution to the Executive’s account attributable to the plan year during which termination occurs and accelerated full vesting of any previously unvested Employer contributions to the Executive’s account in such plans. Except as otherwise provided by this Section 7(a) or Section 7(d) below, any amount payable pursuant to this Section 7(a) shall be paid on the 60th day following Executive’s termination due to Executive’s death or disability. b. TERMINATION WITHOUT CAUSE BY EMPLOYER, NON- RENEWAL BY EMPLOYER, OR FOR GOOD REASON BY EXECUTIVE. Except in the event of a Constructive Termination related to a Change of Control (as both terms are defined in the EECA between the parties), in the event Executive’s employment is terminated without Cause by the Employer, or for Good Reason by the Executive, or the Employer elects not to renew the Agreement pursuant to Section 3 either at the end of the initial term or any successive one-year extension, subject to Executive’s execution of a general release agreement in favor of Employer releasing all pending or potential claims, Executive shall be entitled to: (i) an amount equal to two times the Executive’s then-current annual base salary and (ii) the benefits described above in Section 7(a)(v). If Executive elects not to renew this Agreement, except for Good Reason, then he shall be entitled only to any accrued but unpaid salary through the date of such termination. Except as otherwise provided by Section 7(d) below, any amount payable pursuant to this Section 7(b) shall be paid on the 60th day following Executive’s termination. c. TERMINATION FOR CAUSE. In the event Executive’s employment is terminated for Cause by Employer or without Good Reason by Executive, the Executive shall only be entitled to accrued but unpaid salary through the date of his termination and will not be entitled to any additional compensation or benefits except as expressly required by applicable law concerning compensation and benefits upon termination of employment. d. DELAY OF SEVERANCE PAYMENTS. To the extent that any post- termination payments to which Executive becomes entitled under this Agreement constitute deferred compensation subject to Section 409A of the Internal Revenue Code (IRC), and Executive is deemed at the time of such termination to be a “specified employee” under said Section 409A, then such payment will not be made or commence until the earliest of (i) the expiration of the six months period measured from the date of Executive’s “separation from service” and (ii) the date of Executive’s death following such “separation from service”. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or installments) in the absence of this Section 7(d) will be paid to Executive or Executive’s beneficiary in one lump sum. 8. NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY. Employer and Executive acknowledge and agree that while Executive is employed pursuant to this Agreement, he will be provided access to Confidential Information of Employer and its Affiliates, will be provided with specialized training on how to perform his duties, and will be provided contact with Employer’s and Affiliates’ customers and potential customers throughout the world.
6 Executive further recognizes and agrees that (a) Employer and its Affiliates have devoted a considerable amount of time, effort, and expense to develop its Confidential Information, training, and business goodwill, all of which are valuable assets to the Employer; (b) that Executive will have broad responsibilities regarding the management and operation of Employer’s and Affiliates’ world-wide operations, as well as its marketing and finances, its existing and future business plans, customers and technology; and (c) disclosure or use of Employer’s or Affiliates’ Confidential Information and additional information described herein to which Executive will have access, would cause irreparable harm to the Employer. Therefore, in consideration of all of the foregoing, Employer and Executive agree as follows: a. NON-COMPETITION DURING AND AFTER EMPLOYMENT. As stated in Section 2(c) herein, Executive will receive Confidential Information by virtue of his employment in an executive capacity with the Company. Accordingly, Executive agrees that during the term of his employment for the Company and for a period of eighteen (18) months after termination of his employment for any reason, he will not compete with Employer or Affiliates in any location in the world in which Employer or Affiliates have operations as of the date of Executive’s termination, by engaging in the conception, design, development, production, marketing, selling, sourcing or servicing of any product or providing of any service that is substantially similar to the products or services that Employer or any of its Affiliates provided during Executive’s employment or planned to provide during Executive’s employment and of which Executive had knowledge, responsibility or authority, and that he will not work for, assist, or become affiliated or connected with, as an owner, partner, consultant, or in any other capacity, either directly or indirectly, any individual or business which offers or performs services, or offers or provides products substantially similar to the services and products provided by Employer or Affiliates during Executive’s employment, or that were planned to be provided during Executive’s employment and of which Executive had knowledge, responsibility or authority. Additionally, during this period, Executive will not accept employment with or provide services in any capacity to any individual, business entity, investor, or investment fund that is actively involved in or assessing an acquisition of a controlling interest in the Company or purchase of substantially all assets of the Company. The restrictive covenants set forth in this Agreement are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company. b. CONFLICTS OF INTEREST. Executive agrees that for the duration of Executive’s employment, he will not engage, either directly or indirectly, in any Conflict of Interest, and that Executive will promptly inform the Chief Legal Officer as to each offer received by Executive to engage in any such activity. Executive further agrees to disclose to Employer any other facts of which Executive becomes aware which might involve or give rise to a Conflict of Interest or potential Conflict of Interest. c. NON-SOLICITATION OF CUSTOMERS AND EMPLOYEES. Executive further agrees that for a period of two (2) years after the termination of his employment for any reason he will not either directly or indirectly, on his own behalf or on behalf of others (i) solicit or accept any business from any customer or supplier or prospective customer or supplier with whom Executive personally dealt or solicited or had contact with at any time during Executive’s employment, (ii) solicit, recruit or otherwise attempt to hire, or personally cause to hire any of the then current employees or consultants of Employer or any of its Affiliates, or who were former employees or consultants of Employer or any of its Affiliates during the preceding twelve months, to work or perform services for Executive or for any other entity, firm, corporation,
7 or individual; or (iii) solicit or attempt to influence any of Employer’s or any of its Affiliates’ then current customers or clients to purchase any products or seruring Executive’s employment) from any business that offers or performs services or products substantially similar to the services or products provided by Employer or Affiliates. d. NON-DISCLOSURE OR USE OF CONFIDENTIAL INFORMATION. (i) Executive further agrees that during the term of his employment and thereafter he will not, except as Employer may otherwise consent or direct in writing, reveal or disclose, sell, use, lecture upon, publish, or otherwise disclose to any third party any Confidential Information or proprietary information of Employer or Affiliates, or authorize anyone else to do these things at any time either during or subsequent to his employment with Employer. If Executive becomes legally compelled by deposition, subpoena or other court or governmental action to disclose any Confidential Information, then the Executive shall give Employer prompt notice to that effect, and will cooperate with Employer if Employer seeks to obtain a protective order concerning the Confidential Information. Executive will disclose only such Confidential Information as his counsel shall advise is legally required. (ii) Executive agrees to deliver to Employer, at any time Employer may request, all documents, memoranda, notes, plans, records, reports, and other documentation, models, components, devices, or computer software, whether embodied in electronic format on a computer hard drive, disk or in other form (and all copies of all of the foregoing), relating to the businesses, operations or affairs of Employer or any Affiliates and any other Confidential Information that Executive may then possess or have under his control. (iii) This section shall continue in full force and effect after termination of Executive’s employment and after the termination of this Agreement for any reason, including expiration of this Agreement. Executive’s obligations under this section of this Agreement with respect to any specific Confidential Information and proprietary information shall cease when that specific portion of Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately and without breach by Executive of his obligations under this Agreement. It is understood that such Confidential Information and proprietary information of Employer and Affiliates includes matters that Executive conceives or develops during his employment, as well as matters Executive learns from other employees of Employer or Affiliates. (iv) Notwithstanding any other provision of this Agreement, Executive may disclose Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having authority over Executive or the business of the Company or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information. Executive and the Company agree that nothing in this Agreement (or any other agreement with the Company) is intended to interfere with Executive’s right to (i) report possible violations of federal, state or local law or regulation to any governmental agency or entity charged with the enforcement of any such laws (such as the Securities Exchange Commission), (ii) make other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation, (iii) file a claim or charge with any state human rights commission or any other government agency or entity, or (iv) testify, assist or participate in an investigation, hearing or proceeding conducted by any state
8 human rights commission or any other government or law enforcement agency, entity or court. In making or initiating any such reports or disclosures, Executive need not seek the Company’s prior authorization and is not required to notify the Company of any such reports or disclosures. (v) Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official, either directly or indirectly or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. e. Survival of Restrictive Covenants. All restrictive covenants herein shall survive termination of this Agreement and Executive’s employment, regardless of reason, including expiration of the Agreement by passage of time and non-renewal. 9. REMEDIES. Executive acknowledges that the restrictions contained in Section 8, in view of the nature of the Employer and its Affiliates’ global business and Executive’s global position with the Employer, are reasonable and necessary to protect the Employer and Affiliates’ legitimate business interests, including its Confidential Information, training and business goodwill, and that any violation of this Agreement would result in irreparable injury to the Employer. In the event of a breach by the Executive of any provision of Section 8, the Employer shall be entitled, in addition to any other remedies that may be available, to a temporary restraining order and injunctive relief restraining the Executive from the commission of any breach without the necessity of proving irreparable harm or posting of a bond, and to recover the Employer’s attorneys’ fees, costs and expenses related to the breach and any such action to enforce the provisions of Section 8. The existence of any claim or cause of action by Executive against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of the restrictive covenants contained in Section 8. 10. REFORMATION. The Executive and the Employer agree that all of the covenants contained in Section 8 shall survive the termination of Executive’s employment and/or termination or expiration of this Agreement, and agree further that in the event any of the covenants contained in Section 8 shall be held by any court to be effective in any particular area or jurisdiction only if said covenant is modified to limit in its duration or scope, then the court shall have such authority to so reform the covenant and the Parties shall consider such covenant(s) and/or other provisions of Section 8 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court and, as to all other jurisdictions, the covenants contained herein shall remain in full force and effect as originally written. Should any court hold that these covenants are void or otherwise unenforceable in any particular area or jurisdiction, then the Employer may consider such covenant(s) and/or provisions of Section 8 to be amended and modified so as to eliminate therefrom the particular area or jurisdiction as to which such covenants are so held void or otherwise unenforceable and, as to all other areas and jurisdictions covered hereunder, the covenants contained herein shall remain in full force and effect as originally written. 11. TOLLING. If the Executive violates any of the restrictions contained in this agreement, the restrictive period will be continued and enlarged for such length of time as the Employee is in violation of the restrictive covenant.
9 12. NOTICE TO FUTURE EMPLOYERS. If Executive, in the future, seeks or is offered employment, or any other position or capacity with another company or entity, the Executive agrees to inform each new employer or entity, before accepting employment, of the existence of the restrictions in Section 8. Further, before taking any employment position with any company or entity during the 18-month period described in Section 8, the Executive agrees to give prior written notice to the Employer, including the name of such company or entity and confirming in that notice that he has provided a copy of Section 8 to such new employer or entity. 13. INVENTIONS. a. Executive acknowledges that during the term of this Agreement, Executive may be involved in (1) the conception or making of improvements, discoveries, or inventions (whether or not patentable and whether or not reduced to practice), (2) the production of original works of authorship (whether or not registrable under copyright or similar statutes) or (3) the development of trade secrets relating to Employer’s or any of its Affiliates’ business. Executive acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of his employment, and which are protectable by copyright, are “works made for hire,” pursuant to the United States Copyright Act (17 U.S.C., Section 101) and are consequently owned by the Employer or any of its Affiliates. Executive further acknowledges that all improvements, discoveries, inventions, trade secrets or other form of intellectual property is the exclusive property of Employer or any of its Affiliates. b. Executive hereby waives any rights he may have in or to such intellectual property, and Executive hereby assigns to Employer or any of its Affiliates all right, title and interest in and to such intellectual property. At Employer’s or any of its Affiliates’ request and at no expense to Executive, Executive shall execute and deliver all such papers, including any assignment documents, and shall provide such cooperation as may be necessary or desirable, or as Employer or any of its Affiliates may reasonably request, to enable Employer or any of its Affiliates to secure and exercise its rights to such intellectual property. 14. RETURN OF PROPERTY. All lists, records, designs, patents, plans, manuals, memoranda and other property delivered to the Executive by or on behalf of Employer or any of its Affiliates or by any of their clients or customers, and all records and emails compiled by the Executive that pertain to the business of the Employer or any of its Affiliates (whether or not confidential) shall be and remain the property of the Employer and be subject at all times to its discretion and control. Likewise, all correspondence and emails with clients, customers or representatives, reports, research, records, charts, advertising materials, and any data collected by the Executive, or by or on behalf of the Employer or any of its Affiliates or its representatives (whether or not confidential) shall be delivered promptly to the Employer without request by it upon termination of Executive’s employment. 15. ASSIGNMENT. This Agreement may be assigned by Employer, but cannot be assigned by Executive. 16. BINDING AGREEMENT. Executive understands that his obligations under this Agreement are binding upon Executive’s heirs, successors, personal representatives, and legal representatives. 17. EXECUTIVE’S REPRESENTATIONS. Executive represents that his acceptance of employment with Employer (a) will not result in a breach of any of Executive’s
10 obligations and agreements with any current or former employer, partnership or other person and (b) would not otherwise result in any liability to Employer or any of its Affiliates. In addition, Executive represents to Employer that he is not a party or subject to (i) any restrictive covenants, including without limitation, relating to competition, solicitation or confidentiality (other than general obligations to maintain confidentiality) that precludes or would materially interfere with his employment with Employer as contemplated by, and as of the date of, this Agreement, and/or (ii) any agreement with any other employer, partnership or other person that in any way materially compromises, limits or restricts Executive’s ability to perform his duties for Employer as contemplated by, and as of the date of, this Agreement. 18. NOTICES. All notices pursuant to this Agreement shall be in writing and sent certified mail, return receipt requested, addressed as follows: Executive: Employer: Brian Halloran ****** ****** Commercial Metals Company Attention: Chief Legal Officer 6565 North MacArthur Blvd., Suite 800 Irving, Texas 75039 19. WAIVER. No waiver by either Party to this Agreement of any right to enforce any term or condition of this Agreement, or of any breach hereof, shall be deemed a waiver of such right in the future or of any other right or remedy available under this Agreement. 20. SEVERABILITY. Subject to the provisions of Section 10 herein, if any provision of this Agreement is determined to be void, invalid, unenforceable, or against public policy, such provisions shall be deemed severable from the Agreement, and the remaining provisions of the Agreement will remain unaffected and in full force and effect. Furthermore, any breach by Employer of any provision of this Agreement shall not excuse Executive’s compliance with the requirements of Section 10. 21. ENTIRE AGREEMENT AND UNDERSTANDING. The terms and provisions contained herein shall constitute the entire agreement between the Parties with respect to Executive’s employment with Employer during the time period covered by this Agreement. The Parties represent and warrant that they have read and understood each and every provision of this Agreement, and that they are free to obtain advice from legal counsel of choice, if necessary and desired, in order to interpret any and all provisions of this Agreement, and that both Parties have voluntarily entered into this Agreement. 22. EFFECTIVE DATE. It is understood that this Agreement shall be effective as of the Effective Date and that the terms of this Agreement shall remain in full force and effect both during Executive’s employment and where applicable thereafter. 23. GOVERNING LAW; RESOLUTION OF DISPUTES; WAIVER OF JURY TRIAL. This Agreement shall, at the choice of the Employer, be construed according to the laws of the State of Texas. All disputes relating to the interpretation and enforcement of the provisions of this Agreement shall, be resolved and determined exclusively by the federal or state courts in Dallas County, Texas. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY
11 HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, AND EXECUTIVE’S EMPLOYMENT AND COMPENSATION, OR TERMINATION THEREFROM. [Signature Page to Follow]
12 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. EXECUTIVE EMPLOYER COMMERCIAL METALS COMPANY /s/ Brian Halloran Brian Halloran By: /s/ Peter Matt Peter Matt President and Chief Executive Officer
EX-31.1
3
cmc-05312025xform10xqxex311.htm
EX-31.1
DocumentEXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, Peter R. Matt, certify that:1. I have reviewed this quarterly report on Form 10-Q of Commercial Metals Company;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.Date: June 24, 2025 /s/ Peter R. MattPeter R. MattPresident and Chief Executive Officer
EX-31.2
4
cmc-05312025xform10xqxex312.htm
EX-31.2
DocumentEXHIBIT 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Paul J. Lawrence, certify that:1. I have reviewed this quarterly report on Form 10-Q of Commercial Metals Company;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.Date: June 24, 2025 /s/ Paul J. LawrencePaul J. LawrenceSenior Vice President and Chief Financial Officer
EX-32.1
5
cmc-05312025xform10xqxex321.htm
EX-32.1
DocumentEXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Commercial Metals Company (the “Company”) on Form 10-Q for the period ended May 31, 2025 (the “Report”), I, Peter R. Matt, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Peter R. MattPeter R. MattPresident and Chief Executive OfficerDate: June 24, 2025
EX-32.2
6
cmc-05312025xform10xqxex322.htm
EX-32.2
DocumentEXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Commercial Metals Company (the “Company”) on Form 10-Q for the period ended May 31, 2025 (the “Report”), I, Paul J. Lawrence, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Paul J. LawrencePaul J. LawrenceSenior Vice President and Chief Financial OfficerDate: June 24, 2025
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Entity File Number
Additional Paid-In Capital
Additional Paid-in Capital [Member]
Valuation Approach and Technique [Domain]
Valuation Approach and Technique [Domain]
Other Noncurrent Assets
Other Noncurrent Assets [Member]
Tabular List, Table
Tabular List [Table Text Block]
Recently Issued Accounting Pronouncements
New Accounting Pronouncements, Policy [Policy Text Block]
Contract assets (included in other current assets)
Contract with Customer, Asset, after Allowance for Credit Loss, Current
Goodwill [Line Items]
Goodwill [Line Items]
Position [Axis]
Position [Axis]
Trading Arrangements, by Individual
Trading Arrangements, by Individual [Table]
Corporate and Other expenses
Other Expenses
Basic (in USD per share)
Earnings Per Share, Basic
Adjustment to Compensation:
Adjustment to Compensation [Axis]
Named Executive Officers, Footnote
Named Executive Officers, Footnote [Text Block]
Revenue Recognition
Revenue from Contract with Customer [Text Block]
Total other comprehensive income (loss), net of income taxes
Other comprehensive income (loss)
Total other comprehensive income (loss), net of income taxes
Other Comprehensive Income (Loss), Net of Tax
Summary of certain financial information from continuing operations by reportable segment
Schedule of Segment Reporting Information, by Segment [Table Text Block]
Inventory Disclosure [Abstract]
Inventory Disclosure [Abstract]
Intangible Asset, Indefinite-Lived [Table]
Intangible Asset, Indefinite-Lived [Table]
Remaining performance obligation
Revenue, Remaining Performance Obligation, Amount
Adjustment to Compensation, Amount
Adjustment to Compensation Amount
Remaining performance obligation (percent)
Revenue, Remaining Performance Obligation, Percentage
Stock-based compensation
Share-Based Payment Arrangement, Noncash Expense
Indefinite-Lived Intangible Assets [Line Items]
Indefinite-Lived Intangible Assets [Line Items]
Employee Stock Option
Share-Based Payment Arrangement, Option [Member]
Award Timing MNPI Disclosure
Award Timing MNPI Disclosure [Text Block]
Raw materials
Raw Material Products [Member]
Raw Material Products
Fabricated Product without Installation Services
Fabricated Product without Installation Services [Member]
Fabricated Product without Installation Services [Member]
Other comprehensive income, before reclassifications from derivatives, tax (expense) benefit
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax
Dividends
Dividends, Common Stock, Cash
Asset impairments
Asset Impairment Charges
Stockholders' equity
Equity, Attributable to Parent
Measurement Frequency [Axis]
Measurement Frequency [Axis]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) [Line Items]
Other comprehensive income (loss), net of income taxes:
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Insider Trading Policies and Procedures [Line Items]
Common stock, shares authorized (in shares)
Common Stock, Shares Authorized
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets Disclosure [Abstract]
Patents
Patents [Member]
Current assets:
Assets, Current [Abstract]
Total liabilities and stockholders' equity
Liabilities and Equity
Fair value, measurements, recurring
Fair Value, Recurring [Member]
Defined Benefit Pension Plans
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Derivative Instruments, Gain (Loss) by Hedging Relationship, by Income Statement Location, by Derivative Instrument Risk [Table]
Derivative Instruments, Gain (Loss) [Table]
Liabilities and stockholders' equity
Liabilities and Equity [Abstract]
Cover page.
Cover [Abstract]
Money market investments
Cash and Cash Equivalents, Fair Value Disclosure
Maximum
Maximum [Member]
Transfer of accounts receivable program limit
Transfer of Accounts Receivable Program, Face Amount
Transfer of Accounts Receivable Program, Face Amount
Amortization in cost of goods sold
Cost, Amortization
Accounting Policies [Abstract]
Accounting Policies [Abstract]
Net
Finite-Lived Intangible Assets, Net
Non-PEO NEO Average Total Compensation Amount
Non-PEO NEO Average Total Compensation Amount
Debt Instrument [Line Items]
Debt Instrument [Line Items]
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table]
Treasury Stock
Treasury Stock, Common [Member]
Adjustment to Non-PEO NEO Compensation Footnote
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
Pay vs Performance Disclosure [Line Items]
Forgone Recovery due to Disqualification of Tax Benefits, Amount
Forgone Recovery due to Disqualification of Tax Benefits, Amount
Europe Steel Group
Europe Steel Group [Member]
Europe Steel Group
Non-Rule 10b5-1 Arrangement Terminated
Non-Rule 10b5-1 Arrangement Terminated [Flag]
Earnings (loss) before income taxes
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest
Entity Shell Company
Entity Shell Company
Other noncurrent liabilities
Other Liabilities, Noncurrent
Debt Instrument [Table]
Schedule of Long-Term Debt Instruments [Table]
Proceeds from the sale of property, plant and equipment
Proceeds from Sale of Property, Plant, and Equipment
Loss Contingency Nature [Axis]
Loss Contingency Nature [Axis]
Statement of Stockholders' Equity [Abstract]
Statement of Stockholders' Equity [Abstract]
Segments
Operating Segments [Member]
Net unrealized holding gain (loss)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax
Statement of Cash Flows [Abstract]
Statement of Cash Flows [Abstract]
Current maturities of long-term debt
Long-Term Debt, Current Maturities
Company Selected Measure Amount
Company Selected Measure Amount
Award Timing MNPI Considered
Award Timing MNPI Considered [Flag]
Derivatives:
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax [Abstract]
Disposal Group Name [Domain]
Disposal Group Name [Domain]
Name
Measure Name
Deferred income taxes
Deferred Income Tax Liabilities, Net
Other accrued expenses and payables
Other Accounts Payable and Accrued Liabilities
Document Fiscal Period Focus
Document Fiscal Period Focus
Derivatives, Fair Value [Line Items]
Derivatives, Fair Value [Line Items]
Award Timing Method
Award Timing Method [Text Block]
Basic (in USD per share)
Income (Loss) from Continuing Operations, Per Basic Share
Other
Other Product [Member]
Other.
Adjusted EBITDA reportable segments
Adjusted Operating Profit Loss from Continuing Operation
It represents non-GAAP financial measures of adjusted operating profit (loss) from continuing operations.
Award Type [Axis]
Award Type [Axis]
Foreign Currency Translation
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
Long-Term Debt
Long-Term Debt
Legal Entity [Axis]
Legal Entity [Axis]
Total assets
Total assets
Assets
2031 Notes
$300 million notes at 3.875% due February 2031 [Member]
$300 million notes at 3.875% due February 2031
2026
Finite-Lived Intangible Asset, Expected Amortization, Year One
Trading Symbol
Trading Symbol
Vested (in dollars per share)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value
Issuance of stock under incentive and purchase plans, net of forfeitures (in shares)
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture
Entity Address, City or Town
Entity Address, City or Town
Cash flows from (used by) operating activities:
Cash Provided by (Used in) Operating Activity, Including Discontinued Operation [Abstract]
Effect of exchange rate changes on cash
Effect of Exchange Rate on Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Continuing Operation
Inventories, net
Inventory Disclosure [Text Block]
Non-PEO NEO Average Compensation Actually Paid Amount
Non-PEO NEO Average Compensation Actually Paid Amount
Proceeds from accounts receivable facilities
Proceeds from (Repayments of) Short-Term Debt
Restricted Stock Units (RSUs)
Restricted Stock Units (RSUs) [Member]
Statement of Income Location, Balance [Domain]
Statement of Income Location, Balance [Domain]
Compensation Actually Paid vs. Other Measure
Compensation Actually Paid vs. Other Measure [Text Block]
2029
Finite-Lived Intangible Asset, Expected Amortization, Year Four
Entity Emerging Growth Company
Entity Emerging Growth Company
Entity Common Stock, Shares Outstanding
Entity Common Stock, Shares Outstanding
Right of use assets obtained in exchange for operating leases
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability
Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year
Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]
Net sales
Revenue from Contract with Customer, Including Assessed Tax
Significant Other Observable Inputs (Level 2)
Fair Value, Inputs, Level 2 [Member]
Less debt issuance costs
Debt Issuance Costs, Net
Insider Trading Policies and Procedures Not Adopted
Insider Trading Policies and Procedures Not Adopted [Text Block]
Other indefinite-lived intangible assets
Indefinite-Lived Intangible Assets (Excluding Goodwill)
Common stock, shares, outstanding (in shares)
Common Stock, Shares, Outstanding
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table]
PEO
PEO [Member]
Corporate and Other
Corporate Segment and Other Operating Segment [Member]
Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year
Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Retained Earnings
Retained Earnings [Member]
Prepaid and other current assets
Prepaid Expense and Other Assets, Current
Entity Address, Postal Zip Code
Entity Address, Postal Zip Code
Restatement Determination Date
Restatement Determination Date
Share-based Payment Arrangement [Abstract]
Share-Based Payment Arrangement [Abstract]
Cash, restricted cash and cash equivalents at beginning of period
Cash, restricted cash and cash equivalents at end of period
Total cash, restricted cash and cash equivalents
Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Continuing Operation
Income Statement [Abstract]
Income Statement [Abstract]
Income tax expense (benefit)
Income Tax Expense (Benefit)
Intangible assets, net
Intangible Assets, Net (Excluding Goodwill)
Pension Adjustments Service Cost
Pension Adjustments Service Cost [Member]
Poland Program
Poland Program [Member]
Poland Program [Member]
Product and Service [Domain]
Product and Service [Domain]
Fair Value Hierarchy and NAV [Axis]
Fair Value Hierarchy and NAV [Axis]
Net unrealized gain (loss) on derivatives
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax
Cash and cash equivalents
Cash, Cash Equivalents, and Short-Term Investments
Diluted (in USD per share)
Income (Loss) from Continuing Operations, Per Diluted Share
Restatement does not require Recovery
Restatement Does Not Require Recovery [Text Block]
Derivative liabilities
Liabilities, Fair Value Disclosure
Business Combination [Table]
Business Combination [Table]
Derivative notional amount
Derivative, Notional Amount
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid vs. Company Selected Measure [Text Block]
City Area Code
City Area Code
Changes in Business
Mergers, Acquisitions and Dispositions Disclosures [Text Block]
Award Timing, How MNPI Considered
Award Timing, How MNPI Considered [Text Block]
All Trading Arrangements
All Trading Arrangements [Member]
Equity Awards Adjustments, Footnote
Equity Awards Adjustments, Footnote [Text Block]
Total Shareholder Return Vs Peer Group
Total Shareholder Return Vs Peer Group [Text Block]
Litigation expense
Gain (Loss) from Litigation Settlement
Equivalent shares outstanding
Beginning balance (in shares)
Ending balance (in shares)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Abstract]
Information avout Assets and Liabilities from Contracts with Customers
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]
Liabilities related to additions of property, plant and equipment
Capital Lease Obligations Incurred and changes in accounts payables related to property, plant and equipment
The increase in capital lease additions and the increase (decrease) in accounts payable related to purchases of property, plant and equipment during the period.
Cash flows from (used by) investing activities:
Cash Provided by (Used in) Investing Activity, Including Discontinued Operation [Abstract]
Pay vs Performance Disclosure
Pay vs Performance Disclosure [Table]
Net cash flows from operating activities
Cash Provided by (Used in) Operating Activity, Including Discontinued Operation
SG&A expenses
Selling, General and Administrative Expenses [Member]
Natural Gas
Natural Gas [Member]
Cost of goods sold
Cost of Sales [Member]
Goodwill
Goodwill, net, beginning balance
Goodwill, net, ending balance
Goodwill
Equity Valuation Assumption Difference, Footnote
Equity Valuation Assumption Difference, Footnote [Text Block]
PEO Total Compensation Amount
PEO Total Compensation Amount
Long-term Debt, Type [Axis]
Long-Term Debt, Type [Axis]
Money market investments
Money Market Funds [Member]
Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Current Assets [Member]
Derivative liabilities (accrued expenses and other payables)
Derivative Liability, Subject to Master Netting Arrangement, before Offset
Remainder of 2025
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year
Equity Components [Axis]
Equity Components [Axis]
Standby Letters of Credit
Standby Letters of Credit [Member]
Emerging Businesses Group
Emerging Business Group [Member]
Emerging Business Group
Non-Rule 10b5-1 Arrangement Adopted
Non-Rule 10b5-1 Arrangement Adopted [Flag]
Number of reporting segments
Number of Reportable Segments
Supplemental information:
Supplemental Cash Flow Information [Abstract]
Accumulated impairment losses, beginning balance
Accumulated impairment losses, ending balance
Goodwill, Impaired, Accumulated Impairment Loss
Other Performance Measure, Amount
Other Performance Measure, Amount
Debt issuance costs
Payments of Debt Issuance Costs
Entity Address, State or Province
Entity Address, State or Province
Reclassification of share-based liability awards
APIC, Share-Based Payment Arrangement, Restricted Stock Unit, Increase for Cost Recognition
Fair value measurement
Fair Value Measurement, Policy [Policy Text Block]
Total current liabilities
Liabilities, Current
Derivative Instrument [Axis]
Derivative Instrument [Axis]
Individual:
Individual [Axis]
Restricted cash
Restricted Cash
Right of use assets obtained in exchange for finance leases
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability
Dividends
Payments of Ordinary Dividends, Common Stock
Additional paid-in capital
Additional Paid in Capital, Common Stock
Entity [Domain]
Entity [Domain]
Amortization
Amortization
Net cash flows used by investing activities
Cash Provided by (Used in) Investing Activity, Including Discontinued Operation
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period
Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table
Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member]
Cash paid for interest
Interest Paid, Excluding Capitalized Interest, Operating Activity
Contribution from non-controlling interest
Proceeds from Noncontrolling Interests
Document Fiscal Year Focus
Document Fiscal Year Focus
Basis of Presentation
Basis of Accounting, Policy [Policy Text Block]
Forgone Recovery, Explanation of Impracticability
Forgone Recovery, Explanation of Impracticability [Text Block]
Repayments of long-term debt
Repayments of Long-Term Debt
Entity Interactive Data Current
Entity Interactive Data Current
Government assistance
Government Assistance, Income, Increase (Decrease)
Loss Contingency, Nature [Domain]
Loss Contingency, Nature [Domain]
Business segments
Segment Reporting Disclosure [Text Block]
Goodwill [Table]
Goodwill [Table]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Less current maturities of long-term debt
Long-Term Debt and Lease Obligation, Current
Disaggregation of Revenue [Table]
Disaggregation of Revenue [Table]
Commodity contract commitments
Derivative, Nonmonetary Notional Amount, Mass
Total debt
Debt and Lease Obligation
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets [Line Items]
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Accumulated other comprehensive loss
Comprehensive Income (Loss) Note [Text Block]
Average
Weighted Average [Member]
Fair Value, Recurring and Nonrecurring [Table]
Fair Value, Recurring and Nonrecurring [Table]
Selling, general and administrative expenses
Selling, General and Administrative Expense
Poland Term Loan
Poland Term Loan [Member]
Poland Term Loan
Schedule of accumulated other comprehensive income (loss)
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]
Depreciation and amortization
Depreciation, Depletion and Amortization
Other noncurrent assets
Other Assets, Noncurrent
Total amounts outstanding
Long-term Debt And Finance Lease Obligations, Net
Long-term Debt And Finance Lease Obligations, Net
Entity Central Index Key
Entity Central Index Key
PEO Name
PEO Name
Gain (Loss) on Derivatives Not Designated as Hedging Instruments (in thousands)
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net
Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year
Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]
Finished goods
Inventory, Finished Goods, Gross
Outstanding Aggregate Erroneous Compensation Amount
Outstanding Aggregate Erroneous Compensation Amount
Revolving credit facility
Revolving Credit Facility [Member]
Beginning balance
Ending balance
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value
Arrangement Duration
Trading Arrangement Duration
Schedule of Segment Reporting Information, by Segment [Table]
Schedule of Segment Reporting Information, by Segment [Table]
Fabricated Product and Installation Services
Fabricated Product and Installation Services [Member]
Fabricated Product and Installation Services [Member]
Contract liabilities (included in accrued expenses and other payables)
Contract with Customer, Liability, Current
Segments [Axis]
Segments [Axis]
Exercise Price
Award Exercise Price
Entity Filer Category
Entity Filer Category
Local Phone Number
Local Phone Number
Commodity contract commitment, energy
Derivative, Nonmonetary Notional Amount, Energy Measure
Additional 402(v) Disclosure
Additional 402(v) Disclosure [Text Block]
Other
Payment for (Proceeds from) Other Investing Activity
Other
Adjustment to Reconcile Net Income to Cash Provided by (Used in) Operating Activity, Other Item
Stock-based compensation plans
Share-Based Payment Arrangement [Text Block]
Long
Long [Member]
Gross consideration
Disposal Group, Including Discontinued Operation, Consideration
Assets
Assets [Abstract]
Long-term debt, less current maturities
Long-Term Debt, Excluding Current Maturities
Credit Facility [Axis]
Credit Facility [Axis]
Underlying Security Market Price Change
Underlying Security Market Price Change, Percent
Statement of Financial Position Location, Balance [Axis]
Statement of Financial Position Location, Balance [Axis]
2028
Finite-Lived Intangible Asset, Expected Amortization, Year Three
Seller financing receivable
Financing Receivable, before Allowance for Credit Loss
Debt Instrument [Axis]
Debt Instrument [Axis]
Forfeited (in dollars per share)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value
Fair value
Fair Value Disclosures [Text Block]
Business Combination [Line Items]
Business Combination [Line Items]
Credit Facility [Domain]
Credit Facility [Domain]
Gross Carrying Amount
Finite-Lived Intangible Assets, Gross
Stockholders' equity:
Equity, Attributable to Parent [Abstract]
Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year
Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]
Entity Address, Address Line One
Entity Address, Address Line One
Treasury stock acquired and excise tax
Treasury Stock, Value, Acquired, Cost Method
Contribution of non-controlling interest
Noncontrolling Interest, Increase From Contributions
Noncontrolling Interest, Increase From Contributions
Accumulated Other Comprehensive Loss
AOCI Attributable to Parent [Member]
Fixed interest rate
Debt Instrument, Interest Rate, Stated Percentage
Accounts Receivable, Allowance for Credit Loss, Current
Accounts Receivable, Allowance for Credit Loss, Current
Net sales by major product
Revenue from External Customers by Products and Services [Table Text Block]
Energy floating rate
Energy Floating Rate
Energy Floating Rate
Work in process
Inventory, Work in Process, Gross
Derivatives
Derivative Instruments and Hedging Activities Disclosure [Text Block]
Derivative assets (other current assets)
Derivative Asset, Subject to Master Netting Arrangement, before Offset
Fair Value as of Grant Date
Award Grant Date Fair Value
Entity Registrant Name
Entity Registrant Name
Cash flow hedging instruments expected to be reclassified into earnings within the next twelve months
Cash Flow Hedge Gain (Loss) to be Reclassified within 12 Months
Stock Price or TSR Estimation Method
Stock Price or TSR Estimation Method [Text Block]
Disposal Group, Held-for-Sale, Not Discontinued Operations
Disposal Group, Held-for-Sale, Not Discontinued Operations [Member]
Long-term debt, including the deferred gain from the termination of the interest rate swaps
Schedule of Long-Term Debt Instruments [Table Text Block]
Effect of dilutive securities (shares)
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements
Downstream products
Downstream Products [Member]
Downstream Products
Number of shares granted
Granted (in shares)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period
Net costs and operating expenses
Costs and Expenses
Forfeited (in shares)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period
Document Quarterly Report
Document Quarterly Report
Derivative assets
Assets, Fair Value Disclosure
Deferred income taxes and other long-term taxes
Deferred Income Taxes and Tax Credits
Changed Peer Group, Footnote
Changed Peer Group, Footnote [Text Block]
Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table]
Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table]
Adjustment To PEO Compensation, Footnote
Adjustment To PEO Compensation, Footnote [Text Block]
Intersegment
Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]
Granted (in dollars per share)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value
Title
Trading Arrangement, Individual Title
Peer Group Total Shareholder Return Amount
Peer Group Total Shareholder Return Amount
Other Noncurrent Liabilities
Other Noncurrent Liabilities [Member]
Schedule of Finite-Lived Intangible Assets
Schedule of Finite-Lived Intangible Assets [Table Text Block]
Restatement Determination Date:
Restatement Determination Date [Axis]
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture
Non-PEO NEO
Non-PEO NEO [Member]
Stand by letters of credit outstanding amount
Letters of Credit Outstanding, Amount
Proceeds from government assistance related to property, plant and equipment
Proceeds From Government Assistance
Proceeds From Government Assistance
Accumulated Other Comprehensive Income (Loss) [Table]
Accumulated Other Comprehensive Income (Loss) [Table]
Position [Domain]
Position [Domain]
Capitalized interest
Interest Expense, Debt
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reclassification for loss(2)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax
Other
Other Intangible Assets [Member]
Name
Trading Arrangement, Individual Name
Award Type [Domain]
Award Type [Domain]
Stockholders' equity attributable to non-controlling interests
Equity, Attributable to Noncontrolling Interest
Equity Awards Adjustments
Equity Awards Adjustments [Member]
Pension Benefits Adjustments, Footnote
Pension Benefits Adjustments, Footnote [Text Block]
Disaggregation of Revenue [Line Items]
Disaggregation of Revenue [Line Items]
Compensation Amount
Outstanding Recovery Compensation Amount
Face amount of debt
Debt Instrument, Face Amount
Debt Instrument, Name [Domain]
Debt Instrument, Name [Domain]
Statement of Comprehensive Income [Abstract]
Statement of Comprehensive Income [Abstract]
Foreign exchange
Foreign Exchange Contract [Member]
Recovery of Erroneously Awarded Compensation Disclosure [Line Items]
MNPI Disclosure Timed for Compensation Value
MNPI Disclosure Timed for Compensation Value [Flag]
Name
Awards Close in Time to MNPI Disclosures, Individual Name
Beginning balance (in dollars per share)
Ending balance (in dollars per share)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Aggregate Erroneous Compensation Not Yet Determined
Aggregate Erroneous Compensation Not Yet Determined [Text Block]
Earnings (loss) per share:
Earnings Per Share, Basic and Diluted1 [Abstract]
Earnings Per Share, Basic and Diluted1
Stock-based compensation
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition
Less treasury stock 16,901,545 and 14,956,607 shares at cost
Treasury Stock, Value
In-process research and development
In Process Research and Development [Member]
Accumulated other comprehensive loss
Accumulated Other Comprehensive Income (Loss), Net of Tax
Long-term debt
Long-term debt
Long-Term Debt and Lease Obligation
Goodwill, gross, beginning balance
Goodwill, gross, ending balance
Goodwill, Gross
Segments [Domain]
Segments [Domain]
Statement of Income Location, Balance [Axis]
Statement of Income Location, Balance [Axis]
Schedule of Indefinite-Lived Intangible Assets
Schedule of Indefinite-Lived Intangible Assets [Table Text Block]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Aggregate Pension Adjustments Service Cost
Aggregate Pension Adjustments Service Cost [Member]
Unrealized holding gain before reclassification
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Other Comprehensive Income (Loss)
Fair Value Hierarchy and NAV [Domain]
Fair Value Hierarchy and NAV [Domain]
Reclassification for realized (gain) loss
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax
Statement of Financial Position Location, Balance [Domain]
Statement of Financial Position Location, Balance [Domain]
Inventories, net
Total
Inventory, Net
Developed technologies
Developed Technology Rights [Member]
Finite-Lived Intangible Assets by Major Class [Axis]
Finite-Lived Intangible Assets by Major Class [Axis]
Minimum
Minimum [Member]
Ground stabilization solutions
Ground Stabilization Products [Member]
Ground Stabilization Products
Company Selected Measure Name
Company Selected Measure Name
Accrual for environmental loss contingencies
Accrual for Environmental Loss Contingencies
Credit arrangements
Debt Disclosure [Text Block]
Aggregate Available
Trading Arrangement, Securities Aggregate Available Amount
Stock Appreciation Rights (SARs)
Stock Appreciation Rights (SARs) [Member]
All Executive Categories
All Executive Categories [Member]
Accumulated impairment, foreign currency translation
Goodwill, Impaired, Foreign Currency Translation Gain (Loss)
Goodwill, Impaired, Foreign Currency Translation Gain (Loss)
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 112,159,119 and 114,104,057 shares
Common Stock, Value, Issued
Goodwill [Roll Forward]
Goodwill [Roll Forward]
Commitments and contingencies
Commitments and Contingencies Disclosure [Text Block]
Average diluted shares outstanding (shares)
Average diluted shares outstanding (shares)
Weighted Average Number of Shares Outstanding, Diluted
Commitments and contingencies (Note 12)
Commitments and Contingencies
Non-GAAP Measure Description
Non-GAAP Measure Description [Text Block]
Derivative [Table]
Derivative [Table]
Comprehensive income (loss)
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest
Entity Small Business
Entity Small Business
Noncontrolling Interests
Noncontrolling Interest [Member]
Document Transition Report
Document Transition Report
CERCLA sites
CERCLA sites [Member]
CERCLA sites [Member]
Fair value, net derivative asset (liability) measured on recurring basis, unobservable input reconciliation
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]
Underlying Securities
Award Underlying Securities Amount
Foreign currency translation
Goodwill, Gross, Foreign Currency Translation Gain (Loss)
Goodwill, Gross, Foreign Currency Translation Gain (Loss)
Equity Component [Domain]
Total Accumulated Other Comprehensive Income (Loss)
Equity Component [Domain]
Document Period End Date
Document Period End Date
PEO Actually Paid Compensation Amount
PEO Actually Paid Compensation Amount
Plus unamortized bond premium
Debt Instrument, Unamortized Premium
Contract as percent of total segment revenue (percent)
Contract with Customer, Contract as Percent of Total Revenue
Contract with Customer, Contract as Percent of Total Revenue
Awards Close in Time to MNPI Disclosures, Table
Awards Close in Time to MNPI Disclosures [Table Text Block]
Asset impairments
Asset Impairment Charges From Continuing Operations
The charge against earnings from continuing operations resulting from the aggregate write down of all assets from continuing operations from their carrying value to their fair value.
Revenue from Contract with Customer [Abstract]
Revenue from Contract with Customer [Abstract]
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location [Table Text Block]
Total stockholders' equity
Beginning balance
Ending balance
Equity, Including Portion Attributable to Noncontrolling Interest
Treasury stock acquired (in dollars per share)
Shares Acquired, Average Cost Per Share
Document Type
Document Type
Significant Unobservable Inputs (Level 3)
Fair Value, Inputs, Level 3 [Member]
Stockholder's equity and earnings per share
Earnings Per Share [Text Block]
Name
Outstanding Recovery, Individual Name
Loss Contingencies [Table]
Loss Contingencies [Table]
Net other comprehensive loss on defined benefit pension plan
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax
Product and Service [Axis]
Product and Service [Axis]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax
Derivative Contract [Domain]
Derivative Contract [Domain]
All Individuals
All Individuals [Member]
Long-term Debt, Type [Domain]
Long-Term Debt, Type [Domain]
Fair Value Disclosures [Abstract]
Fair Value Disclosures [Abstract]
Capital expenditures
Payments to Acquire Property, Plant, and Equipment
Name
Forgone Recovery, Individual Name
Total current assets
Assets, Current
Statistical Measurement [Axis]
Statistical Measurement [Axis]
Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested
Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]
Disposal Group Classification [Axis]
Disposal Group Classification [Axis]
Accrued contingent litigation-related loss
Loss Contingency Accrual
Foreign exchange
Foreign exchange
Foreign Exchange [Member]
Aggregate Erroneous Compensation Amount
Aggregate Erroneous Compensation Amount
Foreign currency translation
Goodwill, Foreign Currency Translation, Gain (Loss)
Disposal Group Name [Axis]
Disposal Group Name [Axis]
Tax withholdings related to share settlements, net of purchase plans
Payment, Tax Withholding, Share-Based Payment Arrangement
Peer Group Issuers, Footnote
Peer Group Issuers, Footnote [Text Block]
Commodity contract commitments
Schedule of Derivative Instruments [Table Text Block]
Erroneous Compensation Analysis
Erroneous Compensation Analysis [Text Block]
Intangible Asset, Finite-Lived [Table]
Intangible Asset, Finite-Lived [Table]
Reconciliations of earnings from continuing operations to adjusted operating profit
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]
Current liabilities:
Liabilities, Current [Abstract]
Copper
Copper [Member]
Copper.
Derivative instruments, gain (loss)
Derivative Instruments, Gain (Loss) [Table Text Block]
Changes in operating assets and liabilities
Increase (Decrease) in Other Operating Assets and Liabilities, Net
Rule 10b5-1 Arrangement Terminated
Rule 10b5-1 Arrangement Terminated [Flag]
Equivalent shares expected to vest
Share-based compensation arrangement by share-based payment award, equivalent shares expected to vest
Equivalent number of shares expected to vest under share-based compensation arrangement as of the balance sheet date.
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Inputs, Level 1 [Member]
Diluted (in USD per share)
Earnings Per Share, Diluted
Erroneously Awarded Compensation Recovery
Erroneously Awarded Compensation Recovery [Table]
Accounts receivable (less allowance for doubtful accounts of $3,839 and $3,494)
Accounts Receivable, after Allowance for Credit Loss, Current
Title of 12(b) Security
Title of 12(b) Security
Noncash activities:
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accrued environmental loss contingencies, noncurrent
Accrued Environmental Loss Contingencies, Noncurrent
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Treasury stock (in shares)
Treasury stock, beginning balance (in shares)
Treasury stock, ending balance (in shares)
Treasury Stock, Common, Shares
Earnings (loss) per share:
Earnings Per Share [Abstract]
Finance leases
Finance Leases [Member]
Finance Leases [Member]
Non-compete agreements
Noncompete Agreements [Member]
Consolidation Items [Domain]
Consolidation Items [Domain]
2030 Notes
4.125% Senior Unsecured Notes due January 2032 [Member]
4.125% Senior Unsecured Notes due January 2032
Accounts Payable and Accrued Liabilities
Accounts Payable and Accrued Liabilities [Member]
Commodity
Commodity
Commodity [Member]
Treasury stock acquired (in shares)
Treasury stock acquired (in shares)
Treasury Stock, Shares, Acquired
Cash paid for income taxes
Income Taxes Paid, Net
2027
Finite-Lived Intangible Asset, Expected Amortization, Year Two
Award Timing Disclosures [Line Items]
Schedule of Inventory
Schedule of Inventory, Current [Table Text Block]
Measurement Frequency [Domain]
Measurement Frequency [Domain]
Depreciation and amortization
Depreciation Amortization and Asset Impairment Charges
Depreciation, amortization and asset impairment charges.
Other comprehensive income (loss) before reclassifications(1)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax
Assets held for sale
Asset, Held-for-Sale, Not Part of Disposal Group
Revolving credit facility current borrowing capacity
Line of Credit Facility, Current Borrowing Capacity
Trade names
Trade Names [Member]
Net earnings (loss)
Net earnings (loss)
Net Income (Loss) Attributable to Parent
CMCP
CMCP [Member]
It represents CMC Poland Sp. z o.o. ("CMCP"), formerly CMC Zawiercie S.A. or CMCZ.
Expiration Date
Trading Arrangement Expiration Date
Vesting period in years
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period
Timing of Transfer of Good or Service [Axis]
Timing of Transfer of Good or Service [Axis]
Property, plant and equipment, net
Property, Plant and Equipment, Net
Segment Reporting Information [Line Items]
Segment Reporting Information [Line Items]
Treasury stock acquired
Payments for Repurchase of Common Stock
Adoption Date
Trading Arrangement Adoption Date
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Net Income [Text Block]
Entity Current Reporting Status
Entity Current Reporting Status
North America Steel Group
North America Steel Group [Member]
North America Steel Group
Derivative [Line Items]
Derivative [Line Items]
Series 2022 Bonds, due 2047
Series 2022 Bonds, due 2047 [Member]
Series 2022 Bonds, due 2047
Awards Close in Time to MNPI Disclosures
Awards Close in Time to MNPI Disclosures [Table]
Customer relationships
Customer Relationships [Member]
Line of Credit
Line of Credit [Member]
Retained earnings
Retained Earnings (Accumulated Deficit)
Adjustments to reconcile net earnings (loss) to cash flows from operating activities:
Adjustment to Reconcile Net Income to Cash Provided by (Used in) Operating Activity, Noncash Item [Abstract]
Statement of Financial Position [Abstract]
Statement of Financial Position [Abstract]
Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested
Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]
Executive Category:
Executive Category [Axis]
Recognized over Time
Transferred over Time [Member]
Repayments under accounts receivable facilities
Repayments Under Accounts Receivable Programs, Financing Activities
Repayments Under Accounts Receivable Programs, Financing Activities
Proceeds from issuance of long-term debt, net
Proceeds from Issuance of Long-Term Debt
Interest expense
Interest Expense, Operating and Nonoperating
Current Fiscal Year End Date
Current Fiscal Year End Date
Derivatives
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member]
Finite-Lived Intangible Assets, Major Class Name [Domain]
Finite-Lived Intangible Assets, Major Class Name [Domain]
Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table
Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]
Weighted Average Fair Value
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Statement [Table]
Statement [Table]
Cash flows from (used by) financing activities:
Cash Provided by (Used in) Financing Activity, Including Discontinued Operation [Abstract]
Equity Awards Adjustments, Excluding Value Reported in Compensation Table
Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]
2032 Notes
4.375% Senior Unsecured Notes due March 2032 [Member]
4.375% Senior Unsecured Notes due March 2032
Financial assets and financial liabilities measured at fair value on a recurring basis
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]
Finance leases
Finance Lease, Liability, Noncurrent
Timing of Transfer of Good or Service [Domain]
Timing of Transfer of Good or Service [Domain]
Antidilutive securities excluded from computation of earnings per share
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
All Adjustments to Compensation
All Adjustments to Compensation [Member]
Electricity
Electricity [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table]
Amendment Flag
Amendment Flag
Termination Date
Trading Arrangement Termination Date
Net cash flows used by financing activities
Cash Provided by (Used in) Financing Activity, Including Discontinued Operation
Insider Trading Policies and Procedures Adopted
Insider Trading Policies and Procedures Adopted [Flag]
Measure:
Measure [Axis]
Rebar Fabrication Facility
Rebar Fabrication Facility [Member]
Rebar Fabrication Facility
Valuation Approach and Technique [Axis]
Valuation Approach and Technique [Axis]
Settlement of New Markets Tax Credit transaction
Settlement Of Tax Credit Transaction
Settlement Of Tax Credit Transaction
Average basic shares outstanding (shares)
Average basic shares outstanding (shares)
Weighted Average Number of Shares Outstanding, Basic
Stock repurchase program, remaining authorized repurchase amount
Share Repurchase Program, Remaining Authorized, Amount
Write-down of inventory
Inventory Write-down
Cost of goods sold
Cost of Product and Service Sold
Disposal Group Classification [Domain]
Disposal Group Classification [Domain]
Calculations of the basic and diluted earnings per share from continuing operations
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
Segment Reporting [Abstract]
Segment Reporting [Abstract]
Pay vs Performance Disclosure, Table
Pay vs Performance [Table Text Block]
Debt Disclosure [Abstract]
Debt Disclosure [Abstract]
Forgone Recovery due to Violation of Home Country Law, Amount
Forgone Recovery due to Violation of Home Country Law, Amount
Entity Tax Identification Number
Entity Tax Identification Number
Costs and operating expenses:
Costs and Expenses [Abstract]
Valuation Technique, Discounted Cash Flow
Valuation Technique, Discounted Cash Flow [Member]
Accounts payable
Accounts Payable, Trade, Current
Forgone Recovery due to Expense of Enforcement, Amount
Forgone Recovery due to Expense of Enforcement, Amount
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Short
Short [Member]
Common stock, par value (in USD per share)
Common Stock, Par or Stated Value Per Share
Common stock, shares, issued (in shares)
Beginning balance (in shares)
Ending balance (in shares)
Common Stock, Shares, Issued
Steel products
Steel Products [Member]
Steel products.
Goodwill and other intangibles
Goodwill and Intangible Assets Disclosure [Text Block]
Revolving credit facility, amount drawn
Line of Credit Facility, Fair Value of Amount Outstanding
Litigation settlement, amount awarded to other party
Litigation Settlement, Amount Awarded to Other Party
Changes in the carrying amount of goodwill
Schedule of Goodwill [Table Text Block]
Trading Arrangement:
Trading Arrangement [Axis]
Total Shareholder Return Amount
Total Shareholder Return Amount
Loss Contingencies [Line Items]
Loss Contingencies [Line Items]
Reclassification for gain included in net earnings
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings
Foreign currency translation adjustments
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax
Insider Trading Arrangements [Line Items]
Corporate and Other
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]
Security Exchange Name
Security Exchange Name
Perpetual lease rights
Perpetual Lease Rights [Member]
Perpetual Lease Rights
Shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Series 2025 Bonds, Due 2032
Series 2025 Bonds, Due 2032 [Member]
Series 2025 Bonds, Due 2032
Raw materials
Inventory, Raw Materials, Gross
Total liabilities
Liabilities
Pension Adjustments Prior Service Cost
Pension Adjustments Prior Service Cost [Member]
Construction products
Construction Products [Member]
Construction Products
Indefinite-Lived Intangible Assets, Major Class Name [Domain]
Indefinite-Lived Intangible Assets, Major Class Name [Domain]
Material Terms of Trading Arrangement
Material Terms of Trading Arrangement [Text Block]
Liability method awards
Phantom Share Units (PSUs) [Member]
Asset Class [Domain]
Asset Class [Domain]
Other
Other Debt [Member]
Other Debt [Member]
Statement [Line Items]
Statement [Line Items]
Consolidation Items [Axis]
Consolidation Items [Axis]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Rule 10b5-1 Arrangement Adopted
Rule 10b5-1 Arrangement Adopted [Flag]
Share-Based Payment Arrangement, Restricted Stock Unit, Activity
Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]
Common Stock
Common Stock [Member]
Vested (in shares)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period
Entity Incorporation, State or Country Code
Entity Incorporation, State or Country Code
Non-NEOs
Non-NEOs [Member]
Increase in cash, restricted cash and cash equivalents
Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Period Increase (Decrease), Including Exchange Rate Effect and Discontinued Operation
EX-101.PRE
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