COMMERCIAL METALS Co
For the period ended Nov 30, 2025. Filed Jan 8, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Nov 30, 2025 · Filed Jan 8, 2026
CMC$62.28+0.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-05-31; filed 2025-06-24.
0000022444-25-000098
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-11-30; filed 2026-01-08.
0000022444-26-000010
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 119 previous paragraphs and 132 current paragraphs.
70 unchanged; 31 reworded; 30 added; 17 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (30)
Current report
Senior Notes Activity
Current report
In November 2025, we issued $1.0 billion of 5.750% senior unsecured notes due November 2033 (the “2033 Notes”) and $1.0 billion of 6.000% senior unsecured notes due December 2035 (the “2035 Notes”). Aggregate issuance costs associated with the 2033 Notes and 2035 Notes were approximately $5.5 million. We will make semiannual interest payments on the outstanding principal of the 2033 Notes on May 15 and November 15 of each year, with the first such interest payment due on May 15, 2026. We will make semiannual interest payments on the outstanding principal of the 2035 Notes on June 15 and December 15 of each year, with the first such interest payment due on June 15, 2026. Gross proceeds from the issuance of the 2033 Notes and the 2035 Notes were deposited in an escrow account at the closing of the offering and remained in the escrow account, and were classified as restricted cash, as of November 30, 2025. The proceeds were subsequently released in accordance with the terms of the escrow agreement and used to facilitate the closing of the Foley Acquisition (as defined below). An additional $15 million in fees associated with the 2033 and 2035 Notes, which was contingent upon closing of the acquisition, was paid in December.
Current report
CP&P Acquisition
Current report
On December 1, 2025, we completed the acquisition of all of the issued and outstanding equity securities of Concrete Pipe and Precast, LLC ("CP&P" and such transaction, the “CP&P Acquisition”), a leading supplier of precast concrete solutions to the U.S. Mid-Atlantic and South Atlantic markets. Operating results for CP&P will be included within the Construction Solutions Group segment. The CP&P Acquisition aligns with our strategy to pursue inorganic growth by expanding CMC’s portfolio of early-stage construction solutions through the addition of precast capabilities.
Current report
Foley Acquisition
Current report
On December 15, 2025, we completed the acquisition of all of the issued and outstanding equity securities of the holding companies that own Foley Products Company, LLC ("Foley" and such transaction, the “Foley Acquisition”), one of the largest regional suppliers of precast concrete solutions in the U.S. and a leader within the Southeastern U.S. Operating results for Foley will be included within the Construction Solutions Group segment. The Foley Acquisition aligns with our strategy to pursue inorganic growth by adding scale, margin strength and regional leadership to our precast platform.
Current report
For more information on the CP&P Acquisition and the Foley Acquisition, refer to Note 2, Changes in Business, in Part I, Item 1, Financial Statements, of this Form 10-Q.
Current report
Third Amendment to Credit Agreement
Current report
On December 17, 2025, we entered into the Third Amendment and Commitment Increase to the Sixth Amended and Restated Credit Agreement (the “Third Amendment”), which increased the borrowing capacity under the revolving credit facility from $600.0 million to $1.0 billion and extended the maturity date to December 17, 2030.
Current report
Amended and Restated Commitment Letter
Current report
As previously disclosed, we entered into a commitment letter, dated October 15, 2025 (the “Commitment Letter”), with Bank of America, N.A., BofA Securities, Inc. and Citigroup Global Markets Inc., pursuant to which, subject to the terms and conditions set forth therein, Bank of America, N.A. and Citigroup Global Markets Inc. agreed to provide us (i) a 364-day senior unsecured bridge facility in an aggregate principal amount of up to $1.85 billion (the “Bridge Facility”) and (ii) a senior secured revolving credit facility in an aggregate principal amount of $600.0 million (the "Backstop Facility"). On October 31, 2025, in connection with the effectiveness of the Second Amendment (as defined in Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q), the Company amended and restated the Commitment Letter to eliminate the Backstop Facility. On December 15, 2025, the Commitment Letter terminated in connection with the closing of the Foley Acquisition.
Current report
Recent developments illustrate how these risks may materialize. Countries such as Algeria, Bulgaria, Egypt, and Vietnam have also increased their steel exports, particularly of rebar, to the U.S. 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. Further, excess capacity has also led to greater protectionism as is evident in raw material and finished product border tariffs put in place by China, Brazil and other countries. In response to these pressures, a petition was filed with the U.S. International Trade Commission ("ITC") by the Rebar Trade Action Coalition, which consists of several U.S. steel producers including CMC, in June 2025, alleging that exporters of steel concrete reinforcing bar from Algeria, Bulgaria, Egypt and Vietnam are dumping material into the U.S. market at prices below fair value. The petition seeks the imposition of significant antidumping duties on rebar imports from these countries. In July 2025, the ITC determined that the petition has merit and referred the case to the Department of Commerce for further investigation.
Current report
Tax Legislation Updates
Current report
On July 4, 2025, the One Big Beautiful Bill Act was enacted into law, introducing significant amendments to U.S. tax legislation with varying effective dates. Key provisions that impact CMC include the expansion of bonus depreciation, accelerated expensing of research and development costs and revisions to international tax regimes. CMC has incorporated these amendments into its fiscal 2026 tax provision, as applicable, and continues to evaluate the legislation.
Current report
On January 10, 2025, the Internal Revenue Service awarded CMC with a Qualifying Advanced Energy Project Credit (as defined in Internal Revenue Code section 48C) based on qualifying expenditures related to the construction of the West
Current report
Virginia micro mill. CMC plans on utilizing the credit beginning with its fiscal 2026 tax return and has included the estimated impact in the financial statements beginning in the current period.
Current report
During the first quarter of 2026, we announced the acquisitions of CP&P and Foley (each as defined above), which resulted in the creation of our precast concrete platform. As a result, we changed the name of our Emerging Businesses Group segment to Construction Solutions Group to better reflect the business composition of the segment and more closely align with the strategic priorities of CMC. The name change has no impact on our reporting structure nor on financial information previously reported.
Current report
Adjusted EBITDA is used by management to compare and evaluate the period-over-period underlying business operational performance of our reportable segments. Adjusted EBITDA is equal to earnings or losses before interest expense, income taxes, depreciation and amortization expense, impairment expense and, beginning in the fourth quarter of 2025, unrealized gains and losses on undesignated commodity hedges. During the fourth quarter of 2025, the Company modified its method of calculating adjusted EBITDA to exclude the impact of unrealized gains and losses on undesignated commodity derivatives. This change was primarily driven by heightened volatility in copper forward markets, which introduced significant non-cash fluctuations unrelated to core operations. By removing this volatility, the revised metric provides a more representative view of operating performance and cash-generating capability. We evaluated the impact of this change on prior-period disclosures and have recast adjusted EBITDA for all periods presented in this Form 10-Q to conform to the new presentation. We did not revise the comparative analysis of results of operations for the three months ended November 30, 2025, compared to the three months ended November 30, 2024, as the change in methodology did not materially affect the comparability of adjusted EBITDA in earlier periods.
Current report
Selling, general and administrative ("SG&A") expenses increased $17.8 million during the three months ended November 30, 2025, compared to the corresponding period. The increase was primarily driven by $13.4 million of transaction expenses related to the CP&P Acquisition and the Foley Acquisition during the current period, with no acquisition expenses in the corresponding period. The remainder of the increase in SG&A expenses during the three months ended November 30, 2025, compared to the corresponding period, was due to multiple factors of which no single category was material.
Current report
Interest expense increased by $13.5 million during the three months ended November 30, 2025, compared to the corresponding period, as a result of a higher borrowing base as well as committed financing fees of $11.6 million related to the Bridge Facility.
Current report
The effective income tax rate for the three months ended November 30, 2025 was 3.1%, compared to 24.0% in the corresponding period. The decrease for the three months ended November 30, 2025, compared to the corresponding period, is due to the recognition of a federal investment tax credit during the current period related to the ongoing construction of the West Virginia micro mill.
Current report
Net sales to external customers in our North America Steel Group segment increased $142.4 million, or 9%, during the three months ended November 30, 2025, compared to the corresponding period. The increase during the three months ended November 30, 2025, was primarily due to a 16% increase in the steel products average selling price per ton due to tariff impacts on market pricing and resilient demand for steel products.
Current report
Adjusted EBITDA increased $107.7 million, or 58%, during the three months ended November 30, 2025, compared to the corresponding period. The increase in adjusted EBITDA during the three months ended November 30, 2025, compared to the corresponding period, was primarily due to expansion in steel products metal margin per ton, which increased 27% year-over-year.
Current report
Construction Solutions Group
Current report
Net sales to external customers in our Construction Solutions Group segment increased $28.9 million, or 17%, during the three months ended November 30, 2025, compared to the corresponding period. The increase was primarily driven by a $16.2 million increase in net sales to external customers from our Tensar division and a $10.1 million increase from CMC Construction Services' operations, compared to the corresponding period, in each case due to increased demand.
Current report
Adjusted EBITDA increased $16.9 million, or 75%, during the three months ended November 30, 2025, compared to the corresponding period. This increase is primarily due to increased sales of higher margin products within our Tensar division, as well as higher shipment volumes, compared to the corresponding period.
Current report
(2) In December 2025, we entered into the Third Amendment, which increased the borrowing capacity under the revolving credit facility from $600.0 million to $1.0 billion.
Current report
As described above under "Business Conditions and Developments," we completed the CP&P Acquisition and the Foley Acquisition in December 2025. The CP&P Acquisition was funded with cash on hand, and the Foley Acquisition was funded through a portion of the net proceeds from the issuance of the $2.0 billion aggregate principal amount of the 2033 Notes and the 2035 Notes. Gross proceeds from the issuance of the 2033 Notes and the 2035 Notes were deposited in an escrow account at the closing of the offering and remained in the escrow account as of November 30, 2025. The proceeds were subsequently released in accordance with the terms of the escrow agreement, and a portion was used to facilitate the closing of the Foley Acquisition.
Current report
2033 Notes and 2035 Notes
Current report
For the three months ended November 30, 2025, we received net proceeds of $2.0 billion from the issuance of the 2033 Notes and 2035 Notes, which were held in escrow as of November 30, 2025. Aggregate issuance costs associated with the 2033 Notes and the 2035 Notes were approximately $5.5 million. An additional $15 million in fees associated with the 2033 and 2035 Notes, which was contingent upon closing of the acquisition, was paid in December. See Note 7, Credit Arrangements, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information regarding the 2033 Notes and 2035 Notes.
Removed paragraphs (17)
Previous report
Transform, Advance and Grow Initiative
Previous report
In 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.
Previous report
During 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.
Previous report
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.
Previous report
In 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.
Previous report
Selling, 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.
Previous report
Interest 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.
Previous report
The 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.
Previous report
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 thethree 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 thenine 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.
Previous report
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.
Previous report
Emerging Businesses Group
Previous report
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.
Previous report
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 dec rease 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.
Previous report
(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.
Previous report
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.
Previous report
Accounts Receivable Facility
Previous report
For 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.
Reworded paragraphs (31)
Previous wording
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.
Current wording
In the following discussion, references to "we," "us," "our" or the "Company" mean Commercial Metals Company ("CMC") and its consolidated subsidiaries, unless the context otherwise requires. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes thereto, which are included in this Quarterly Report on Form 10-Q (this "Form 10-Q"), and our consolidated financial statements and the notes thereto, which are included in our Annual Report on Form 10-K for the year ended August 31, 2025 (the "2025 Form 10-K"). This discussion contains or incorporates by reference "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts, but rather are based on expectations, estimates, assumptions and projections about our industry, business and future financial results, based on information available at the time this Form 10-Q was filed with the United States ("U.S.") Securities and Exchange Commission (the "SEC") or, with respect to any document incorporated by reference, available at the time that such document was prepared. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those identified in the section entitled "Forward-Looking Statements" at the end of Item 2 of this Form 10-Q and in the section entitled "Risk Factors" in Part I, Item 1A of our 2025 Form 10-K. We do not undertake any obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or otherwise, except as required by law.
Previous wording
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.
Current wording
Any reference in this Form 10-Q to the "corresponding period" relates to the three month period ended November 30, 2024. Any reference in this Form 10-Q to the "current period" relates to the three month period ended November 30, 2025. Any reference in this Form 10-Q to a year refers to the fiscal year ended August 31st of that year, unless otherwise stated.
Previous wording
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.
Current wording
We are currently constructing our fourth micro mill, located in Berkeley County, West Virginia. This facility is strategically located to serve the Northeast, Mid-Atlantic and Mid-Western U.S. markets and will be supported by our existing network of downstream fabrication plants. Site improvements, foundation work and substantial portions of supporting infrastructure for the micro mill are complete. Construction of structural components for multiple process buildings and equipment is ongoing. We expect to begin production at this micro mill during 2026.
Previous wording
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,
Current wording
We are subject to risks and exposures from the evolving macroeconomic environment, including uncertainty and volatility in financial markets, efforts of governments to stimulate or stabilize economies and other changes in economic conditions, such as an increase in trade tensions and related tariffs with U.S. trading partners. On February 10, 2025, President Trump issued an executive order re-imposing Section 232's 25% tariffs on steel imports from all sources, effective March 12, 2025, ending country and product exemptions, and broadening the application of the tariffs to fabricated steel products. Effective June 4, 2025, the tariffs on steel imports were increased to 50% for all countries other than the United Kingdom, which continues to be subject to 25% tariffs.
Previous wording
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.
Current wording
To date, heightened uncertainty has contributed to delays in construction job owners finalizing plans to proceed with 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.
Previous wording
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.
Current wording
See section entitled "Risk Factors" in Part I, Item 1A of our 2025 Form 10-K for further discussion related to the above business conditions and developments.
Previous wording
CMC 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.
Current wording
CMC is an innovative solutions provider helping build a stronger, safer and more sustainable world. Today, 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, Construction Solutions Group and Europe Steel Group.
Previous wording
When evaluating our results, we compare net sales, in the aggregate and for each of our reportable segments, in the current period to net sales in the corresponding period. For the North America Steel Group and the Europe Steel Group segments, we focus on changes in average selling price per ton and tons shipped compared to the 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.
Current wording
When evaluating our results, we compare net sales, in the aggregate and for each of our reportable segments, in the current period to net sales in the corresponding period. For the North America Steel Group and the Europe Steel Group segments, we focus on changes in average selling price per ton and tons shipped compared to the corresponding period for each of our vertically integrated product categories as these are the two variables that typically have the greatest impact on our net sales for those reportable segments. Of the products evaluated by changes in average selling price per ton and tons shipped within the North America Steel Group and Europe Steel Group segments, raw materials include ferrous and nonferrous scrap, steel products include rebar, merchant bar, light structural and other steel products, such as billets and wire rod, and downstream products include fabricated rebar, steel fence posts and wire mesh. Evaluations of average selling price per ton and tons shipped for downstream products exclude post-tension cable, which is not measured on a per ton basis.
Previous wording
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 ourvertically integrated organization. For our steel products, metal margin is the difference between the average selling price per ton of rebar, merchant bar and other steel products and the cost of ferrous scrap per ton utilized by our steel mills to produce these products. The metal margin for the North America Steel Group and Europe Steel Group segments' downstream products is the difference between the average selling price per ton of our downstream products and the scrap input costs to produce these products. An increase or decrease in input costs can impact profitability of steel products and downstream products when there is no corresponding change in selling prices. The majority of the North America Steel Group and Europe Steel Group segments' downstream products selling prices per ton are fixed at the beginning of a project and these projects last one to two years on average. The selling price generally remains fixed over the life of a project; therefore, changes in input costs over the life of the project can significantly impact profitability.
Current wording
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 ourvertically 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
Previous wording
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.
Current wording
Net sales increased $210.7 million, or 11%, for the three months ended November 30, 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, Construction Solutions Group and Europe Steel Group.
Previous wording
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.
Current wording
The year-over-year increase in net earnings for the three months ended November 30, 2025, compared to the corresponding period, was primarily due to a litigation-related expense of approximately $265.0 million, net of estimated tax, associated with a contingent litigation-related loss recognized in the three months ended November 30, 2024, as well as continued expansion in steel products metal margins within our North America Steel Group segment during the current period.
Previous wording
Litigation 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.
Current wording
Litigation expense related to the Pacific Steel Group ("PSG") litigation of $3.7 million and $350.0 million were recorded during the three months ended November 30, 2025 and 2024, respectively. The amount recorded during the current period reflects interest on the judgment amount. For more information about the contingent litigation-related loss, see Note 13, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q.
Previous wording
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.
Current wording
Net sales to external customers in our Europe Steel Group segment increased $38.2 million, or 18%, during the three months ended November 30, 2025, compared to the corresponding period. During the three months ended November 30, 2025, net sales to external customers increased in part due to a 16% increase in tons shipped, compared to the corresponding period. On average, compared to the Polish zloty, the U.S. dollar was weaker during the three months ended November 30, 2025, compared to the corresponding period. The effect of foreign currency translation on net sales to external customers was an increase of approximately $19.2 million for the three months ended November 30, 2025.
Previous wording
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.
Current wording
Adjusted EBITDA decreased $14.9 million, or 58%, during the three months ended November 30, 2025, compared to the corresponding period. This decrease was primarily driven by changes to the timing of payments from a government assistance program established to offset the indirect costs of rising carbon emissions rights included in energy costs in Poland. During the three months ended November 30, 2025, $15.6 million was received through this program, compared to$44.1 million in the three months ended November 30, 2024. This impact was partially offset by the 16% increase in tons shipped mentioned above, as well as a 14% increase in steel products metal margin. Adjusted EBITDA was also impacted due to higher costs due to a planned maintenance outage. The effect of foreign currency translation on adjusted EBITDA was immaterial for the three months ended November 30, 2025.
Previous wording
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.
Current wording
Corporate and Other adjusted EBITDA loss decreased$330.4 million, or 86%, during the three months ended November 30, 2025, compared to the corresponding period. The year-over-year decrease in adjusted EBITDA loss was due to a $350.0 million contingent litigation-related loss related to the PSG litigation recognized during the three months ended November 30, 2024. For more information about the contingent litigation-related loss, see Note 13, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q. The adjusted EBITDA loss during the three months ended November 30, 2025 includes the recognition of $13.4 million of acquisition and integration related costs related to CP&P and Foley. Additionally, labor-related expenses and costs related to information technology increased by $6.3 million and $3.1 million, respectively, during the three months ended November 30, 2025, compared to the corresponding period.
Previous wording
Our cash flows from operating activities are our principal sources of liquidity and result primarily from sales of products offered by the vertically integrated operations in the North America Steel Group and the Europe Steel Group segments, and products and solutions offered by our Emerging Businesses Group segment and related materials and services, as described in Part I, Item 1, Business, of our 2024 Form 10-K.
Current wording
Our cash flows from operating activities are our principal sources of liquidity and result primarily from sales of products offered by the vertically integrated operations in the North America Steel Group and the Europe Steel Group segments, and products and solutions offered by our Construction Solutions Group segment and related materials and services, as described in Part I, Item 1, Business, of our 2025 Form 10-K.
Previous wording
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.
Current wording
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 12% of total receivables at November 30, 2025.
Previous wording
We continually review our capital resources to determine whether we can meet our short and long-term goals. For at least the next twelve months, we anticipate our current cash balances, cash flows from operations and available sources of liquidity will be sufficient to maintain operations, make necessary capital expenditures, pay for litigation-related expenses, invest in the development of our fourth micro mill, pay dividends and opportunistically repurchase shares. Additionally, we expect our long-term liquidity position will be sufficient to meet our long-term liquidity needs with cash flows from oper ations 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.
Current wording
We continually review our capital resources to determine whether we can meet our short and long-term goals. For at least the next twelve months, we anticipate our current cash balances, cash flows from operations and available sources of liquidity will be sufficient to maintain operations, make necessary capital expenditures, pay for litigation-related expenses, invest in the development of our fourth micro mill, pay dividends and opportunistically repurchase shares. Additionally, we expect our long-term liquidity position will be sufficient to meet our long-term liquidity needs with cash flows from oper ations and financing arrangements. However, in the event of changes in business conditions or other developments, including a sustained market deterioration, unanticipated regulatory or legal developments, competitive pressures, or to the extent our liquidity needs prove to be greater than expected or cash generated from operations is less than anticipated, we may need additional liquidity. To the extent we elect to finance our long-term liquidity needs, we believe that the potential financing capital available to us in the future will be sufficient.
Previous wording
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.
Current wording
We aim to execute a capital allocation strategy that prioritizes both value-accretive growth and competitive cash returns to stockholders. We estimate that our 2026 capital spending will be approximately $625 million, driven by the construction costs for facilities located in Berkeley County, West Virginia. We regularly assess our capital spending based on current and expected results and the amount is subject to change.
Previous wording
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.
Current wording
During the three months ended November 30, 2025 and 2024, we repurchased $38.9 million and $50.4 million, respectively, of shares of CMC common stock. Under the share repurchase program, we had remaining authorization to repurchase $166.1 million of shares of CMC common stock at November 30, 2025. See Note 12, Stockholders' Equity and Earnings (Loss) per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q, and Note 15, Capital Stock, to the consolidated financial statements in the 2025 Form 10-K, for more information on the share repurchase program.
Previous wording
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.
Current wording
During the three months ended November 30, 2025 and 2024, we paid $20.0 million and $20.6 million, respectively, of cash dividends to our stockholders.
Previous wording
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.
Current wording
As described in Part 1, Item 1, Note 13, Commitments and Contingencies, of this Form 10-Q, on November 5, 2024, a jury returned a verdict in favor of PSG in the amount of $110.0 million, which the U.S. District Court for the Northern District of California (the "Northern District Court"), in entering its judgment on the verdict, subsequently trebled as a matter of law. PSG is also entitled to petition for and recover its attorneys' fees, costs and post-judgment interest. We are confident that we conducted our business appropriately and intend to vigorously pursue all reasonably available avenues to have the verdict and judgment overturned. Unless the verdict and judgment are overturned or the judgment is significantly reduced, the cash payments incurred in connection with this litigation would have a significant impact on our liquidity.
Previous wording
During 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.
Current wording
During the three months ended November 30, 2025, changes in operating assets and liabilities resulted in a $112.5 million reduction in cash from operating activities, compared to the corresponding period, due to a $36.3 million increase in cash used by accounts payable, accrued expenses, and other payables, mainly driven by the timing of accruals as well as certain professional fees associated with the CP&P Acquisition and the Foley Acquisition. In addition, we recorded a $57.0 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.
Previous wording
For 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.
Current wording
Capital expenditures increased $7.3 million year-over-year, primarily driven by the construction of our fourth micro mill.
Previous wording
For 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.
Current wording
For the three months ended November 30, 2025 we repurchased $38.9 million of CMC common stock under our share repurchase program, representing a decrease of $11.5 million compared to the corresponding period. See Note 12, Stockholders' Equity and Earnings (Loss) per Share, in Part I, Item 1, Financial Statements, of this Form 10-Q, and Note 15, Capital Stock, to the consolidated financial statements in the 2025 Form 10-K, for more information on the share repurchase program.
Previous wording
Our 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.
Current wording
Our 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, acquisition-related commitments and other purchase obligations as part of normal operations. Other than the commitments set forth in the agreements governing the CP&P Acquisition and the Foley Acquisition, the amount and composition of our material cash commitments have not changed materially since those disclosed in the 2025 Form 10-K.
Previous wording
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).
Current wording
We maintain stand-by letters of credit to provide support for certain transactions that governmental agencies, our insurance providers and suppliers require. At November 30, 2025, we had committed $46.5 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).
Previous wording
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.
Current wording
In the ordinary course of conducting our business, we become involved in litigation, administrative proceedings and governmental investigations, including environmental matters. We have in the past, and may in the future, incur settlements, fines, penalties or judgments in connection with some of these matters. Liabilities and costs associated with litigation-related loss contingencies require estimates and judgments based on our knowledge of the facts and circumstances surrounding each matter and the advice of our legal counsel. We record liabilities for litigation-related losses when a loss is probable, and we can reasonably estimate the amount of the loss. In the three months ended November 30, 2024, the Company reported $350.0 million of litigation expense in the condensed consolidated statement of loss, which represents the Company's estimate based on its understanding of the PSG judgment, PSG's attorneys' fees and other related costs. In the three months ended November 30, 2025, the Company reported $3.7 million of litigation expense in the condensed consolidated statement of earnings, which represents the Company’s estimate of post-judgment interest on the PSG judgment. These amounts were classified as current liabilities in the condensed consolidated balance sheets because the timing of the potential payment is uncertain. We evaluate the measurement of recorded liabilities each reporting period based on the current facts and circumstances specific to each matter. The ultimate losses incurred upon final resolution of litigation-related loss contingencies may differ materially from the estimated liability recorded at a particular balance sheet date. Changes in estimates are recorded in earnings in the period in which such changes occur. See Note 13, Commitments and Contingencies, in Part I, Item 1, Financial Statements, of this Form 10-Q for more information on pending litigation and other matters.
Previous wording
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.
Current wording
This Form 10-Q contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws with respect to the expected benefits of the CP&P Acquisition and the Foley Acquisition, general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, metal margins, the ability to operate our steel mills at full capacity, particularly during periods of domestic mill start-ups, the future availability and cost of supplies of raw materials and energy for our operations, growth rates in certain reportable segments, product margins within our Construction Solutions Group segment, share repurchases, legal proceedings, construction activity, international trade, the impact of geopolitical conditions, capital expenditures, tax credits, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations, the expected capabilities and benefits of new facilities, the anticipated benefits and timeline for execution of our growth plan and initiatives, including our TAG operational and commercial excellence program, and our expectations or beliefs concerning future events. The statements in this report that are not historical statements, are forward-looking statements. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "future," "intends," "may," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases, as well as by discussions of strategy, plans or intentions.
Previous wording
•the impact of additional steelmaking capacity expected to come online from a number of ongoing EAF projects in the U.S.;
Current wording
•the impact of additional steelmaking capacity expected to come online from a number of ongoing electric arc furnace projects in the U.S.;
Previous wording
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 exp ressed 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.
Current wording
Refer to the "Risk Factors" disclosed in the section entitled "Risk Factors" in Part I, Item 1A of our 2025 Form 10-K for specific information regarding additional risks that would cause actual results to differ from those expressed or implied by these forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause actual results, performance or our achievements, or industry results, to differ materially from historical results, any future results, or performance or achievements expressed or implied by such forward-looking statements. Accordingly, readers of this Form 10-Q are cautioned not to place undue reliance on any forward-looking statements.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Steel Group segments' downstream products is the difference between the average selling price per ton of our downstream products and the scrap input costs to produce these products. An increase or decrease in input costs can impact profitability of steel products and downstream products when there is no corresponding change in selling prices. The majority of the North America Steel Group and Europe Steel Group segments' downstream products selling prices per ton are fixed at the beginning of a project and these projects last one to two years on average. The selling price generally remains fixed over the life of a project; therefore, changes in input costs over the life of the project can significantly impact profitability.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
2025, 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.