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What changed in COMMERCIAL METALS Co's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of COMMERCIAL METALS Co's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+395 added−406 removedSource: 10-K (2025-10-16) vs 10-K (2024-10-17)

Top changes in COMMERCIAL METALS Co's 2025 10-K

395 paragraphs added · 406 removed · 269 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

56 edited+16 added−13 removed65 unchanged
Biggest changeUnder the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA" or "Superfund") and analogous state statutes, we may occasionally be required to cleanup or take remedial action with regard to (or pay for cleanup or remedial action with regard to) sites we operate or formerly operated.
Biggest changeCompliance with and changes to various environmental requirements and environmental risks applicable to our industry may adversely affect our business, results of operations and financial condition. 6 Under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA" or "Superfund") and analogous state statutes, we may occasionally be required to cleanup or take remedial action with regard to (or pay for cleanup or remedial action with regard to, or pay for natural resource damages with respect to) sites we operate or formerly operated, or to which we have sent materials.
Absher served as CMC’s Vice President, Chief Legal Officer and Secretary from August 2022 to October 2023, Vice President, General Counsel and Corporate Secretary from May 2020 to August 2022, Interim General Counsel from February 2020 to May 2020, Lead Counsel and Assistant Corporate Secretary from November 2014 to February 2020, Senior Counsel and Assistant Corporate Secretary from October 2013 to November 2014, and Legal Counsel from May 2011 to October 2013.
Absher served as CMC’s Vice President, Chief Legal Officer and Corporate Secretary from August 2022 to October 2023, Vice President, General Counsel and Corporate Secretary from May 2020 to August 2022, Interim General Counsel from February 2020 to May 2020, Lead Counsel and Assistant Corporate Secretary from November 2014 to February 2020, Senior Counsel and Assistant Corporate Secretary from October 2013 to November 2014, and Legal Counsel from May 2011 to October 2013.
Despite Congress' clarification of the intent of the federal law, some state laws and environmental agencies still seek to impose 6 liability on the basis of such arm's length sale constituting "an arrangement for disposal or treatment of hazardous substances." We believe efforts to impose such liability are contrary to public policy objectives and legislation encouraging recycling and promoting the use of recycled materials, and we continue to support clarification of state laws and regulations consistent with Congress' action.
Despite Congress' clarification of the intent of the federal law, some state laws and environmental agencies still seek to impose liability on the basis of such arm's length sale constituting "an arrangement for disposal or treatment of hazardous substances." We believe efforts to impose such liability are contrary to public policy objectives and legislation encouraging recycling and promoting the use of recycled materials, and we continue to support clarification of state laws and regulations consistent with Congress' action.
Additionally, 4 CMC Anchoring Systems' operations supply custom engineered anchor cages, bolts and fasteners that are fabricated principally from rebar and are used primarily to secure high voltage electrical transmission poles to concrete foundations. • Through our licensing agreement with InQuik Inc., CMC Bridge Systems is the authorized provider of InQuik Bridges in the U.S.
Additionally, CMC Anchoring Systems' operations supply custom engineered anchor cages, bolts and fasteners that are fabricated principally from rebar and are used primarily to secure high voltage electrical transmission poles to concrete foundations. • Through our licensing agreement with InQuik Inc., CMC Bridge Systems is the authorized provider of InQuik Bridges in the U.S.
These facilities obtain rebar and wire rod primarily from the mini mill. Three of the facilities are similar to the facilities operated by our North America Steel Group segment and sell fabricated rebar primarily to contractors for incorporation into construction projects. The other two fabrication facilities in Poland produce welded steel mesh, cold rolled wire rod and cold rolled rebar.
These facilities obtain rebar and wire rod primarily from the mini mill. Three of the facilities are similar to the facilities operated by our North America Steel Group segment and sell fabricated rebar primarily to contractors for incorporation into construction projects. The other two fabrication facilities in Poland produce welded steel mesh, cold-rolled 4 wire rod and cold-rolled rebar.
Raw materials margin per ton is defined as the difference between the selling prices for processed and recycled ferrous and nonferrous scrap metals and the price paid to purchase obsolete and industrial scrap. Our steel mill operations consist of six EAF mini mills, three EAF micro mills and one rerolling mill.
Raw materials margin per ton is defined as the difference between the selling prices for processed and recycled ferrous and nonferrous scrap metals and the price paid to purchase obsolete and industrial scrap. 2 Our steel mill operations consist of six EAF mini mills, three EAF micro mills and one rerolling mill.
We also conduct periodic surveys and other initiatives with employees, which provide invaluable information about how employees perceive our onboarding, employee training, development and culture and allow us to further enhance the training and resources we offer. 8 INFORMATION ABOUT OUR EXECUTIVE OFFICERS Our Board of Directors (the "Board") annually elects executive officers.
We also conduct periodic surveys and other initiatives with employees, which provide invaluable information about how employees perceive our onboarding, employee training, development and culture and allow us to further enhance the training and resources we offer. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Our Board of Directors (the "Board") annually elects executive officers.
Additionally, our 7 Global Health and Safety Policy sets the standard for our facilities based on best practices that often exceed regulatory requirements and all of our employees are provided with the training necessary to safely and effectively perform their responsibilities.
Additionally, our Global Health and Safety Policy sets the standard for our facilities based on best practices that often exceed regulatory requirements and all of our employees are provided with the training necessary to safely and effectively perform their responsibilities.
Our operational footprint also provides a competitive advantage in North America and Europe. Our steel mills and fabrication operations in North America and Europe are well-positioned geographically with steel mill locations in some of the highest demand locations for rebar and merchant bar consumption.
Our operational footprint also provides a competitive advantage in North America and Europe. Our steel mills and fabrication operations in North America and Europe are well-positioned geographically with steel mill locations in some of the highest 5 demand locations for rebar and merchant bar consumption.
Durbin served as CMC’s Vice President and Chief Human Resources Officer from August 2022 to October 2023, Vice President of Human Resources and Safety from November 2021 to August 2022, Vice President of Human Resources from January 2020 to November 2021, Lead Counsel from November 2014 to January 2020, Senior Counsel from 9 January 2013 to November 2014, and Legal Counsel from May 2010 to January 2013.
Durbin served as CMC’s Vice President and Chief Human Resources Officer from August 2022 to October 2023, Vice President of Human Resources and Safety from November 2021 to August 2022, Vice President of Human Resources from January 2020 to November 2021, Lead Counsel from November 2014 to January 2020, Senior Counsel from January 2013 to November 2014, and Legal Counsel from May 2010 to January 2013.
Matt served as Executive Vice President and Chief Financial Officer of Constellium N.V. (“Constellium”), a global aluminum fabrication company, from 2016 to 2023. Prior to joining Constellium, Mr. Matt served as a Managing Partner for Tumpline Capital, LLC from 2015 to 2016. From 1985 to 2015, he held various leadership positions with Credit Suisse. Paul J.
Matt served as Executive Vice President and Chief Financial Officer of Constellium N.V. ("Constellium"), a global aluminum fabrication company, from 2016 to 2023. Prior to joining Constellium, Mr. Matt served as a Managing Partner for Tumpline Capital, LLC from 2015 to 2016. From 1985 to 2015, he held various leadership positions with Credit Suisse. 9 Paul J.
We play a key role in returning our primary input, ferrous scrap, into the economy in the form of rebar, merchant bar, wire rod and fence post for use in a wide variety of applications. In 2024, recycled content made up approximately 98% of the raw materials used in our manufactured finished steel.
We play a key role in returning our primary input, ferrous scrap, into the economy in the form of rebar, merchant bar, wire rod and fence post for use in a wide variety of applications. In 2025, recycled content made up approximately 98% of the raw materials used in our manufactured finished steel.
For logistics, we utilize a fleet of trucks we own or lease as well as private haulers, railcars, export containers and barges. Our 43 scrap metal recycling facilities, primarily located in the southeast and central U.S., process ferrous and nonferrous scrap metals.
For logistics, we utilize a fleet of trucks we own or lease as well as private haulers, railcars, export containers and barges. Our 42 scrap metal recycling facilities, primarily located in the southeast and central U.S., process ferrous and nonferrous scrap metals.
Talent Development and Retention We invest in training and resources to support our employees in reaching their full potential and to build internal capabilities, and are committed to providing a safe, welcoming and stimulating work environment. Our culture of continuous improvement creates internal advancement and growth opportunities for our employees.
Talent Development and Retention We invest in training and resources to support our employees in reaching their full potential and to build internal capabilities, and are committed to providing a safe, welcoming and engaging work environment. Our culture of continuous improvement creates internal advancement and growth opportunities for our employees.
With the exception of precious metals, our scrap metal processing facilities recycle and process almost all 2 types of metal.
With the exception of precious metals, our scrap metal processing facilities recycle and process almost all types of metal.
Additionally, we have three facilities that supply post-tension cable for use in a variety of projects, such as slab-on-grade foundations, bridges, buildings, parking structures and rock-and-soil anchors. The fabrication and post-tension cable offerings are collectively referred to as "downstream products" in the context of the North America Steel Group segment.
Ad ditionally, we have three facilities that supply post-tension cable for use in a variety of projects, such as slab-on-grade foundations, bridges, buildings, parking structures and rock-and-soil anchors. The fabrication and post-tension cable offerings are collectively referred to as "downstream products" in the context of the North America Steel Group segment.
We also provide installation services of fabricated rebar in certain markets. We obtain steel for our fabrication operations primarily from our own steel mills, and the demand created by our fabrication operations optimizes the production from our steel mills. Our steel fence posts have many applications, including residential and commercial landscaping and agricultural and livestock containment.
We also provide installation services of fabricated rebar in certain markets. We obtain steel for our fabrication operations primar ily from our own steel mills, and the demand created by our fabrication operations optimizes the production from our steel mills. Our steel fence posts have many applications, including residential and commercial landscaping and agricultural and livestock containment.
Our Safety Management System includes our policies, incident management process, data dashboards and safety action plans based on observed behaviors related to health and safety. We periodically issue employee Safety Perception Surveys at various locations and across business groups to identify any discrepancies between management and employee perspectives on the safety of our working conditions.
Our Safety Management System includes our policies, incident management process, data dashboards and safety action plans based on observed behaviors related to health and safety. We periodically issue employee Safety Perception Surveys at various locations to identify any discrepancies between management and employee perspectives on the safety of our working conditions.
OVERVIEW Founded in 1915 as a single scrap yard in Dallas, Texas, CMC is an innovative solutions provider helping build a stronger, safer and more sustainable world. Through an extensive manufacturing network principally located in the United States ("U.S.") and Central Europe, we offer products and technologies to meet the critical reinforcement needs of the global construction sector.
OVERVIEW Founded in 1915 as a single scrap yard in Dallas, Texas, CMC has become an innovative solutions provider helping build a stronger, safer and more sustainable world. Today, through an extensive manufacturing network principally located in the United States ("U.S.") and Central Europe, we offer products and technologies to meet the critical reinforcement needs of the global construction sector.
Global steelmaking capacity greatly exceeds demand for steel products in many regions around the world, and this overcapacity results in competition from steel imports into the regions we operate. Our global strategy and differentiating customer service allow us to navigate the risks arising from overproduction.
Global steelmaking capacity greatly exceeds demand for steel products in many regions around the world, and this overcapacity results in competition from steel imports into the regions we operate. Our global strategy and differentiating customer service allow us to navigate the risks arising from overproduct ion.
CMC’s solutions support construction across a wide variety of applications, including infrastructure, non-residential, residential, industrial and energy generation and transmission. Our operations are conducted through three operating and reportable segments: North America Steel Group, Europe Steel Group and Emerging Businesses Group.
CMC’s solutions support early-stage construction across a wide variety of applications, including infrastructure, non-residential, residential, industrial and energy generation and transmission. Our operations are conducted through three reportable segments: North America Steel Group, Emerging Businesses Group and Europe Steel Group.
We strive to maximize cash flow generation through increased productivity, high-capacity utilization and optimal product mix. To remain competitive, we regularly make substantial capital expenditures. We have invested approximately 77%, 88% and 91% of total capital expenditures in our North America Steel Group segment during 2024, 2023 and 2022, respectively.
We strive to maximize cash flow generation through increased productivity, high-capacity utilization and optimal product mix. To remain competitive, we regularly make substantial capital expenditures. We have invested approximately 80%, 77% and 88% of total capital expenditures in our North America Steel Group segment during 2025, 2024 and 2023, respectively.
In Poland, we believe we are the largest producer of rebar and merchant bars for the products we produce and the second largest producer of wire rod. Furthermore, the global steel industry is cyclical and highly competitive, consisting of domestic and international producers for all major product lines across our North America Steel Group and Europe Steel Group segments.
In Poland, we believe we are the second largest producer of rebar and wire rod, and the largest producer of merchant bar for the products we manufacture. Furthermore, the global steel industry is cyclical and highly competitive, consisting of domestic and international producers for all major product lines across our North America Steel Group and Europe Steel Group segments.
Our executive officers continue to serve for terms set by our Board in its discretion. The table below sets forth the name, current position and offices, age and calendar year in which they became an executive officer, for each of our executive officers as of October 17, 2024. EXECUTIVE NAME CURRENT POSITION & OFFICES AGE OFFICER SINCE Peter R.
Our executive officers continue to serve for terms set by our Board in its discretion. The table below sets forth the name, current position and offices, age and calendar year in which they became an executive officer, for each of our executive officers as of October 16, 2025. NAME CURRENT POSITION & OFFICES AGE EXECUTIVE OFFICER SINCE Peter R.
Fabricated rebar is used to reinforce concrete primarily in the construction of commercial and non-commercial buildings, hospitals, convention centers, industrial plants, power plants, highways, bridges, arenas, stadiums and dams, and is generally sold in response to a competitive bid solicitation. Many of the resulting projects are fixed price over the life of the project.
Fabricated rebar is used to reinforce concrete primarily in the construction of commercial and non-commercial buildings, hospitals, convention centers, industrial plants, power plants, highways, bridges, arenas, stadiums and dams, and is generally sold in response to a competitive bid solicitation. Many of the resulting projects are fixed price over the life of the project, and certain contracts include escalation provisions.
Each EAF mini mill consists of: • a melt shop with an EAF; • continuous casting equipment that shapes molten metal into billets; • a reheating furnace that prepares billets for rolling; • a rolling line that forms products from heated billets; • a mechanical cooling bed that receives hot products from the rolling line; • finishing facilities that shear, straighten, bundle and prepare products for shipping; and • supporting facilities such as maintenance, warehouse and office areas.
Each EAF mini mill consists of: • a melt shop with an EAF; • continuous casting equipment that shapes molten metal into billets; • a reheating furnace that prepares billets for rolling; • a rolling line that forms products from heated billets; • a mechanical cooling bed that receives hot products from the rolling line; • finishing facilities that shear, straighten, bundle and prepare products for shipping; • baghouse systems that control particulate emissions from steelmaking operations; and • supporting facilities such as maintenance, warehouse and office areas.
The following chart summarizes net sales to external customers by major product category within each reportable segment during 2024. For a historical breakout of our net sales to external customers by major product category within each reportable segment, see Note 19, Segment Information, in Part II, Item 8 of this Annual Report.
The following chart summarizes net sales to external customers by major product category within each reportable segment during the year ended August 31, 2025. For a historical breakout of our net sales to external customers by major product category within each reportable segment, see Note 19, Segment Information, in Part II, Item 8 of this Annual Report.
Our fabrication operations include 54 facilities engaged in various aspects of steel fabrication; 50 of these facilities engage in general fabrication of reinforcing steel, including shearing, bending and welding, and four of these facilities fabricate steel fence posts.
Our fabrication operations include 53 facilities engaged in various aspects of steel fabrication; 49 of these facilities engage in general fabrication of reinforcing steel, including shearing, bending and welding, and four of these facilities fabricate steel fence posts.
Environmental Protection Agency ("EPA"), or equivalent state agency, has named us as a PRP at several federal Superfund sites or similar state sites. In some cases, these agencies allege that we are a PRP because we sold scrap metals to, or otherwise disposed of materials at, the site.
Environmental Protection Agency ("EPA"), or equivalent state agency, has named us as a PRP at several federal Superfund sites or similar state sites, and we have received information requests with respect to other sites. In some cases, these agencies allege that we are a PRP because we sold scrap metals to, or otherwise disposed of materials at, the site.
In addition, uncertainty regarding adequate control levels, testing and sampling procedures, new pollution control technology and cost benefit analysis based on market conditions impact our future expenditures that are necessary to comply with environmental laws and rules.
Further, uncertainty regarding adequate control levels, testing and sampling procedures, new pollution control technology and cost benefit analysis based on market conditions impact our future expenditures that are necessary to comply with environmental regulatory programs.
Information relating to our environmental, social and governance ("ESG") commitments and the goals we have established to increase our use of renewable energy and reduce our energy consumption, GHG emissions and water withdrawal is available on the ESG section of our website, www.esg.cmc.com. ENVIRONMENTAL MATTERS A significant factor in our business is our compliance with environmental laws and regulations.
Information relating to our environmental, social and governance ("ESG") commitments and the goals we have established to increase our use of renewable energy and reduce our energy consumption, GHG emissions and water withdrawal is available on the ESG section of our website, www.esg.cmc.com.
We anticipate capital expenditures for new environmental projects during 2025 to be approximately $6.3 million. For more information on our compliance with environmental laws and regulations, see Part I, Item 1A, Risk Factors — Risks Related to the Regulatory Environment, in this Annual Report.
We believe that our facilities are in material compliance with currently applicable environmental laws and regulations. We anticipate capital expenditures for new environmental projects during 2026 to be approximately $2 million. For more information on our compliance with environmental laws and regulations, see Part I, Item 1A, Risk Factors — Risks Related to the Regulatory Environment, in this Annual Report.
Lawrence held a variety of financial roles at Gerdau Ameristeel Corporation, including Assistant Vice President and Corporate Controller, and Deputy Corporate Controller. From 1998 to 2002, Mr. Lawrence held several financial positions with Co-Steel Inc., which was acquired by Gerdau SA. Stephen W. Simpson has served as Senior Vice President, North America Steel Group since October 2023. Prior thereto, Mr.
Lawrence held a variety of financial roles at Gerdau Ameristeel Corporation, including Assistant Vice President and Corporate Controller, and Deputy Corporate Controller. From 1998 to 2002, Mr. Lawrence held several financial positions with Co-Steel Inc., which was acquired by Gerdau SA. Jody K. Absher has served as Senior Vice President, Chief Legal Officer and Corporate Secretary since October 2023.
The downstream products backlog is not a significant factor in evaluating the operations of our Europe Steel Group segment.
The downstream products backlog is not a significant factor in evaluating the operations of our Europe Steel Group segment. SEASONALITY Our facilities primarily serve customers in the construction industry.
Demand for our products in the U.S. is highest in the Sun Belt region where most of our steel mills are located, which positions us to capitalize on growth in this region 5 as well as benefit from a longer construction season.
Demand for our products in the U.S. is highest in the Sun Belt region where most of our steel mills are located, which positions us to capitalize on growth in this region as well as benefit from a longer construction season. Our mini mill in Poland also provides strategic benefits as it is well positioned to serve neighboring European economies.
CMC has three facilities capable of producing spooled rebar. The estimated annual capacity for our steel mills, included in Part I, Item 2, Properties, of this Annual Report assumes a typical product mix and is not necessarily indicative of the expected production volumes or shipments in any fiscal year.
We ship hot-rolled spooled rebar from two facilities and re-spooled rebar from one facility. The est imated annual capacity for our steel mills, included in Part I, Item 2, Properties, of this Annual Report assumes a typical product mix and is not necessarily indicative of the expected production volumes or shipments in any fiscal year.
EMERGING BUSINESSES GROUP SEGMENT Our Emerging Businesses Group segment provides construction-related solutions and value-added products with strong underlying growth fundamentals to serve domestic and international markets that are adjacent to those served by our vertically integrated operations in the North America Steel Group segment and the Europe Steel Group segment.
Downstream products backlog, defined as the total value of unfulfilled orders, was $1.4 billion at August 31, 2025. 3 EMERGING BUSINESSES GROUP SEGMENT Our Emerging Businesses Group segment provides construction-related solutions and value-added products with strong underlying growth fundamentals to serve domestic and international markets that are adjacent to those served by our vertically integrated operations in the North America Steel Group segment and the Europe Steel Group segment.
Our mini mill in Poland also provides strategic benefits as it is well positioned to serve neighboring European economies. See Part I, Item 1A, Risk Factors, of this Annual Report for more information on competitive factors described above. SUSTAINABILITY Sustainability is embedded in our business model and remains central to our strategy.
See Part I, Item 1A, Risk Factors, of this Annual Report for more information on competitive factors described above. SUSTAINABILITY Sustainability is embedded in our business model and remains central to our strategy.
Ghelani served as Vice President of Strategy, Growth and Ventures of the Water & Protection business unit of DuPont Nemours, Inc. From 2013 to 2019, Mr. Ghelani held roles of increasing responsibility at Celanese Corporation. Prior thereto, he held various senior positions at McKesson Corporation and Honeywell International. Jody K.
Ghelani served as the Chief Strategy and Growth Officer of Summit Materials, Inc. from May 2022 to August 2024. From 2019 to 2022, Mr. Ghelani served as Vice President of Strategy, Growth and Ventures of the Water & Protection business unit of DuPont Nemours, Inc. From 2013 to 2019, Mr. Ghelani held roles of increasing responsibility at Celanese Corporation.
Our recycling and fabrication operations are designed to support our steel mills. Our recycling operations provide scrap metal to our steel mills, which in turn use the scrap metal to produce and supply steel required by our fabrication operations.
We believe our vertically integrated manufacturing platform provides an advantageous cost structure and maximizes the results of our steel-related operations. Our recycling and fabrication operations are designed to support our steel mills. Our recycling operations provide scrap metal to our steel mills, which in turn use the scrap metal to produce and supply steel required by our fabrication operations.
Durbin Senior Vice President, Chief Human Resources and Communications Officer 43 2020 Peter R. Matt has served as the President and Chief Executive Officer of CMC since September 1, 2023 and previously served as President of CMC from April 2023 to August 2023. Prior to joining CMC, Mr.
Ghelani Senior Vice President, Chief Strategy Officer 51 2024 Brian N. Halloran Senior Vice President, North America Steel Group 54 2025 Peter R. Matt has served as the President and Chief Executive Officer of CMC since September 1, 2023 and previously served as President of CMC from April 2023 to August 2023. Prior to joining CMC, Mr.
Additionally, we participate in industry association meetings to share expertise and best practices. These surveys and meetings facilitate important discussions that ultimately help further develop our health and safety management systems.
Additionally, we participate in industry association meetings to share expertise and best practices. These surveys and meetings facilitate important discussions that ultimately help further develop our health and safety management systems. 8 With continued focus on safety in 2025, we improved our already exceptional safety record to achieve the lowest total recordable incident rate ("TRIR") in our Company's history.
Prior to joining CMC, Ms. Durbin was an attorney at Sidley Austin LLP, a global law firm, from August 2006 to May 2010.
Prior to joining CMC, Ms. Durbin was an attorney at Sidley Austin LLP, a global law firm, from August 2006 to May 2010. Kekin M. Ghelani has served as Senior Vice President, Chief Strategy Officer since October 2024. Prior to joining CMC, Mr.
In addition to TRIR, we also measure our near miss frequency rate, which we believe is critical to incident avoidance and supports our superior safety rating in the industry. Diversity, Equity and Inclusion We believe having a diverse workforce strengthens our business; because of this, we aim to build a welcoming and inclusive work environment.
Bureau of Labor Statistics. In addition to TRIR, we also measure our near miss frequency rate, which we believe is critical to incident avoidance and supports our superior safety rating in the industry.
Descriptions of mill capacity, particularly rolling capacity, are highly dependent on the specific product mix manufactured. Our mills roll many different types and sizes of products depending on market conditions, including pricing and demand. Ferrous scrap is the primary raw material used by our steel mills and is subject to significant price fluctuations.
Descriptions of mill capacity, particularly rolling capacity, are highly dependent on the specific product mix manufactured. Our mills roll many different types and sizes of products depending on market conditions, including pricing and demand. We are currently constructing a fourth EAF micro mill in Berkeley County, West Virginia.
Competitive Advantage CMC's diverse product offerings support a wide variety of applications and position us as a global solutions provider to the construction industry, capable of addressing multiple stages of the early phases of construction. We believe our vertically integrated manufacturing platform provides an advantageous cost structure and maximizes the results of our steel-related operations.
This occurrence would put downward pressure on U.S. steel prices. Competitive Advantage CMC's diverse product offerings support a wide variety of applications and position us as a global solutions provider to the construction industry, capable of addressing multiple stages of the early phases of construction.
Matt President and Chief Executive Officer 61 2023 Paul J. Lawrence Senior Vice President and Chief Financial Officer 54 2016 Stephen W. Simpson Senior Vice President, North America Steel Group 57 2023 Kekin M. Ghelani Senior Vice President, Chief Strategy Officer 50 2024 Jody K. Absher Senior Vice President, Chief Legal Officer and Corporate Secretary 47 2020 Jennifer J.
Matt President and Chief Executive Officer 62 2023 Paul J. Lawrence Senior Vice President and Chief Financial Officer 55 2016 Jody K. Absher Senior Vice President, Chief Legal Officer and Corporate Secretary 48 2020 Jennifer J. Durbin Senior Vice President, Chief Human Resources and Communications Officer 44 2020 Kekin M.
The following table presents the approximate headcount of employees within each reportable segment and Corporate and Other as of August 31, 2024: Segment Number of Employees North America Steel Group 8,400 Europe Steel Group 2,847 Emerging Businesses Group 1,458 Corporate and Other 473 Total 13,178 Approximately 14%, 29% and 10% of the employees in our North America Steel Group, Europe Steel Group and Emerging Businesses Group segments, respectively, belong to unions.
These core values are reinforced daily through our actions and in meetings with employees and serve as a compass for our behaviors and decisions. 7 The following table presents the approximate headcount of employees within each reportable segment and Corporate and Other as of August 31, 2025: Segment Number of Employees North America Steel Group 8,171 Emerging Businesses Group 1,421 Europe Steel Group 2,702 Corporate and Other 396 Total 12,690 Approximately 11%, 4% and 28% of the employees in our North America Steel Group, Emerging Businesses Group and Europe Steel Group segments, respectively, belong to unions.
The information contained on our website or available by hyperlink from our website is not incorporated into this Annual Report or other documents we file with, or furnish to, the SEC. 1 Segments During the first quarter of 2024, we changed our reportable segments to reflect a change in the manner in which our business is managed.
The information contained on our website or available by hyperlink from our website is not incorporated into this Annual Report or other documents we file with, or furnish to, the SEC. 1 Segments The Company has three reportable segments that represent the primary businesses reported in our consolidated financial statements: North America Steel Group, Emerging Businesses Group and Europe Steel Group.
(2) This line represents the 2022 average for Steel Product Manufacturing (North American Industry Classification System ("NAICS") code 3311), based on the latest available information provided by the U.S. Bureau of Labor Statistics.
This marks the third consecutive year of TRIR reduction, reflecting our continued commitment to workplace safety. ____________________________ (1) TRIR is defined as OSHA recordable incidents x 200,000/hours worked. (2) This line represents the 2023 average for Steel Product Manufacturing (North American Industry Classification System ("NAICS") code 3311), based on the latest available information provided by the U.S.
We cannot predict the total amount of capital expenditures or increases in operating costs or other expenses that may be required as a result of environmental compliance. We also do not know if we can pass such costs on to our customers through product price increases.
Additionally, we could be subject to common law claims, such nuisance, trespass, negligence or other claims alleging personal injury, property damage and other harms. We cannot predict the total amount of capital expenditures or increases in operating costs or other expenses that may be required as a result of environmental compliance.
At the heart of our culture are our core values of Integrity, Safety, Collaboration and Excellence. These core values are reinforced daily through our actions and in meetings with employees and serve as a compass for our behaviors and decisions.
At the heart of our culture are our core values of Integrity, Safety, Collaboration and Excellence.
During 2024, we incurred environmental costs, including disposal, permits, license fees, tests, studies, remediation, consultant fees and environmental personnel expense of approximately $54.9 million. In addition, we spent approximately $5.0 million on capital expenditures for environmental projects in 2024. We believe that our facilities are in material compliance with currently applicable environmental laws and regulations.
We also do not know if we can pass such costs on to our customers through product price increases. During 2025, we incurred environmental costs, including disposal, permits, license fees, tests, studies, remediation, consultant fees and environmental personnel expense of $58.4 million. In addition, we spent $4.7 million on capital expenditures for environmental projects in 2025.
Additionally, trade enforcement laws, such as the tariffs and quotas enforced by Section 232 of the U.S. Trade Expansion Act of 1962 ("Section 232"), have supported domestic production and reduced unfairly priced steel imports. However, these restrictions may be temporary and import competition continues to be a significant threat facing the steel industry.
Additionally, trade enforcement laws, such as the tariffs and quotas set forth in Section 232 of the U.S. Trade Expansion Act of 1962 ("Section 232"), which were restored and expanded by President Trump on February 10, 2025, should support domestic production and reduced imports of unfairly priced steel.
CMC Bridge Systems offers a prefabricated and modular method used to build reinforced concrete bridge components off-site, which are then installed on-site with poured concrete for a cast-in-place structure. SEASONALITY Our facilities primarily serve customers in the construction industry.
CMC Bridges are a patented prefabricated and modular system for constructing reinforced concrete bridge components off-site, which are then installed on-site with poured concrete for a cast-in-place structure. EUROPE STEEL GROUP SEGMENT Our Europe Steel Group segment is composed of a vertically integrated network of recycling facilities, an EAF mini mill and fabrication operations located in Poland.
We continue to invest in new technologies and processes to reduce our impact on the environment, including our newly commissioned micro mill located in Mesa, Arizona, which employs the latest technology in EAF power supply systems and is able to directly connect the EAF and the ladle furnace to renewable energy sources such as solar and wind.
We continue to invest in new technologies and processes to reduce our environmental impact, including our most recently commissioned micro mill located in Mesa, Arizona, which utilizes advanced EAF power supply systems designed for greater energy efficiency, resulting in lower overall power consumption and reduced environmental impact compared to traditional steelmaking methods.
Removed
Based on changes to our organizational structure, the evolution of our solutions offerings outside of traditional steel products, the growing importance of non-steel solutions to our financial results and future outlook and how our chief operating decision maker, our President and Chief Executive Officer, reviews operating results and makes decisions about resource allocation, the Company now has three reportable segments that represent the primary businesses reported in our consolidated financial statements: North America Steel Group, Europe Steel Group and Emerging Businesses Group.
Added
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 co mponents for multiple process buildings and equipment is ongoing.
Removed
As a result of this change in reportable segments, certain prior year amounts have been recast to conform to the current year presentation. Throughout this Annual Report, unless otherwise indicated, amounts and activity affected by the change in reportable segments have been reclassified.
Added
We expect to begin melt shop production at this micro mill during 2026. Onc e operational, this facility will expand our production capacity for straight-length and spooled rebar and advance our commitment to sustainable steelmaking. Ferrous scrap is the primary raw material used by our steel mills and is subject to significant price fluctuations.
Removed
Downstream products backlog, defined as the total value of unfulfilled orders, was $1.6 billion at August 31, 2024. 3 EUROPE STEEL GROUP SEGMENT Our Europe Steel Group segment is composed of a vertically integrated network of recycling facilities, an EAF mini mill and fabrication operations located in Poland.
Added
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.
Removed
Compliance with and changes to various environmental requirements and environmental risks applicable to our industry may adversely affect our business, results of operations and financial condition.
Added
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.
Removed
New federal, state and local laws and regulations, as well as foreign laws, with respect to our foreign operations, and the varying interpretations of such laws by regulatory agencies and the judiciary impact how much money we spend on environmental compliance.
Added
The same technology will be utilized at our micro mill currently under construction in Berkeley County, West Virginia.
Removed
With safety as one of our top values, in 2024, we improved our already exceptional safety record to achieve the lowest total recordable incident rate ("TRIR") in our Company's history. ____________________________ (1) TRIR is defined as OSHA recordable incidents x 200,000/hours worked.
Added
ENVIRONMENTAL MATTERS A significant factor in our business is our compliance with complex and evolving environmental laws and regulations. These laws and regulations govern, among other things, waste disposal, air emissions, waste and storm water effluent and disposal. Our operations hold a variety of permits and authorizations pursuant to environmental law.
Removed
CMC is committed to providing equal employment opportunities to all employees and applicants for employment without regard to race, ethnicity, color, religion, sex, age, physical or mental ability, national origin, citizenship, military or veteran status, sexual orientation, gender identity and/or expression.
Added
Environmental laws and regulations evolve and are subject to changing interpretation and enforcement over time. We devote considerable resources to compliance with environmental laws and these expenditures may change in ways that cannot be currently anticipated due to the possibility of unanticipated regulatory development.
Removed
Our talent acquisition strategies include partnerships with organizations that reach veterans and women, and we release job postings in multiple languages to access a wide, diverse range of candidates.
Added
Wastes that we generate, including hazardous wastes, are subject to the Resource Conservation and Recovery Act ("RCRA") and comparable state and local statutes. The RCRA governs the handling, recycling and disposal of solid waste and hazardous secondary materials, and thus may limit the disposal options for certain of our wastes.
Removed
We offer an Essentials of Management training to educate employees who manage people or lead teams about diversity issues, and we also reflect our values of diversity and inclusion in our employee handbook and the Code.
Added
Under the RCRA, the government may impose penalties and may order corrective action to address contamination. Additionally, the RCRA provides for citizens suits, allowing private parties to bring claims to enforce the RCRA.
Removed
Simpson served as CMC’s Divisional Vice President, Central Division from April 2022 to October 2023, Vice President, East Commercial from January 2021 to April 2022, Director of Commercial Operations from October 2019 to January 2021, and Director of Special Projects from April 2019 to October 2019. Prior to joining CMC, Mr.
Added
Over time, state and federal laws applicable to wastes and contaminated sites have become more strict, and we cannot predict if future regulatory trends will result in more stringent requirements related to our wastes and contaminated properties.
Removed
Simpson served as Vice President, Sales and Marketing of Charter Steel, Inc. from June 2014 to January 2019 and Sales and Marketing Manager at Charter Wire LLC from November 2012 to May 2014. From 1993 to 2012, Mr. Simpson held various leadership positions at Gerdau Ameristeel Corporation. Kekin M.
Added
Under the Clean Air Act ("CAA") and comparable state and local statutes, we must obtain permits or other authorizations related to air emissions at various of our facilities. Under the CAA, the government can seek penalties and injunctive relief for violations, and the CAA provides for private party enforcement through citizen suits.
Removed
Ghelani has served as Senior Vice President, Chief Strategy Officer since October 2024. Prior to joining CMC, Mr. Ghelani served as the Chief Strategy and Growth Officer of Summit Materials, Inc. from May 2022 to August 2024. From 2019 to 2022, Mr.
Added
Requirements to control air emissions under the CAA have become more stringent over time and there is no guarantee that EPA or states will not adopt different or more stringent standards for emissions, requiring additional expenditures. The Clean Water Act ("CWA") and comparable state and local statutes impose controls on the discharge of materials into waters of the U.S.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

75 edited+33 added−8 removed120 unchanged
Biggest changeAdditionally, even if we are able to acquire suitable targets on agreeable terms, we may not be able to successfully integrate their operations with ours. Achieving the anticipated benefits of any acquisition will depend in significant part upon whether we integrate such acquired businesses in an efficient and effective manner.
Biggest changeAchieving the anticipated benefits of any acquisition will depend in significant part upon whether we integrate such acquired businesses in an efficient and effective manner. We may not be able to achieve the anticipated operating and cost synergies or long-term strategic benefits of our acquisitions within the anticipated timing or at all.
We enter into the foreign currency exchange forward contracts as economic hedges of trade commitments or anticipated commitments denominated in currencies other than the functional currency to mitigate the effects of changes in currency rates. These foreign exchange commitments are dependent on timely performance by our counterparties.
We enter into foreign currency exchange forward contracts as economic hedges of trade commitments or anticipated commitments denominated in currencies other than the functional currency to mitigate the effects of changes in currency rates. These foreign exchange commitments are dependent on timely performance by our counterparties.
Our stability, growth and profitability are subject to a number of risks inherent in doing business internationally in addition to the currency exchange risk and operating risks discussed above, including: • political, military, terrorist or major pandemic events; • differences in demand, production and energy costs; • local labor and social issues; • legal and regulatory requirements or limitations imposed by foreign governments (particularly those with significant steel consumption or steel-related production including Turkey, China, Brazil, Russia and India), including quotas, tariffs or other protectionist trade barriers, adverse tax law changes, nationalization or currency restrictions, and efforts to reduce carbon dioxide emissions; • disruptions or delays in shipments caused by customs compliance or government agencies; and • potential difficulties in staffing and managing local operations.
Our stability, growth and profitability are subject to a number of risks inherent in doing business internationally in addition to the currency exchange risk and operating risks discussed above, including: • political, military, terrorist or major pandemic events; • differences in demand, production and energy costs; • local labor and social issues; • legal and regulatory requirements or limitations imposed by foreign governments (particularly those with significant steel consumption or steel-related production including Turkey, China, Brazil, and India), including quotas, tariffs or other protectionist trade barriers, adverse tax law changes, nationalization or currency restrictions, and efforts to reduce carbon dioxide emissions; • disruptions or delays in shipments caused by customs compliance or government agencies; and • potential difficulties in staffing and managing local operations.
The future occurrence of a potential indicator of impairment could include matters such as (i) a decrease in expected net earnings; (ii) adverse equity market conditions; (iii) a decline in current market multiples; (iv) a decline in our common stock price; (v) a significant adverse change in legal factors or the general business climate; (vi) an adverse action or assessment by a regulator; (vii) a significant downturn in residential or non-residential construction markets; and (viii) excess steelmaking capacity due to new mill startup in the U.S. or levels of imported steel.
The future occurrence of a potential indicator of impairment could include matters such as (i) a decrease in expected net earnings; (ii) adverse equity market conditions; (iii) a 16 decline in current market multiples; (iv) a decline in our common stock price; (v) a significant adverse change in legal factors or the general business climate; (vi) an adverse action or assessment by a regulator; (vii) a significant downturn in residential or non-residential construction markets; and (viii) excess steelmaking capacity due to new mill startup in the U.S. or levels of imported steel.
In cases of joint and several liability, we may be obligated to pay a disproportionate share of cleanup costs if other responsible parties are financially insolvent. Increased regulation associated with climate change could impose significant additional costs on both our steelmaking and metals recycling operations.
In cases of joint and several liability, we may be obligated to pay a disproportionate share of cleanup costs if other responsible parties are financially insolvent. 21 Increased regulation associated with climate change could impose significant additional costs on both our steelmaking and metals recycling operations.
Prolonged substantial increases in energy costs would have an adverse effect on the costs of operating our mills and would negatively impact our profitability unless we were able to fully pass through the additional expense to our customers. Further, our finished steel products are typically delivered by 10 truck.
Prolonged substantial increases in energy costs would have an adverse effect on the costs of operating our mills and would negatively impact our profitability unless we were able to fully pass through the additional expense to our customers. Further, our finished steel products are typically delivered by truck.
These factors include earnings (loss), fixed charges such as interest, cash flows, total debt outstanding, off-balance sheet obligations and other commitments, total capitalization and various ratios calculated from these factors. The rating agencies also consider predictability of cash flows, business strategy and diversity, industry conditions and contingencies.
These factors include earnings, fixed charges such as interest, cash flows, total debt outstanding, off-balance sheet obligations and other commitments, total capitalization and various ratios calculated from these factors. The rating agencies also consider predictability of cash flows, business strategy and diversity, industry conditions and contingencies.
Any such impairment would result in us recognizing a non-cash charge in our consolidated statements of earnings, which could adversely affect our business, results of operations and financial condition. 15 Impairment of long-lived assets in the future could have a material adverse effect on our business, results of operations and financial condition.
Any such impairment would result in us recognizing a non-cash charge in our consolidated statements of earnings, which could adversely affect our business, results of operations and financial condition. Impairment of long-lived assets in the future could have a material adverse effect on our business, results of operations and financial condition.
As a result, we believe the shredder fluff we generate is not normally considered or properly classified as hazardous 19 waste. If the laws, regulations or testing methods change with regard to EAF dust or shredder fluff or other by-products, we may incur additional significant costs.
As a result, we believe the shredder fluff we generate is not normally considered or properly classified as hazardous waste. If the laws, regulations or testing methods change with regard to EAF dust or shredder fluff or other by-products, we may incur additional significant costs.
Under CERCLA or similar state statutes, we may have obligations to conduct investigation and remediation activities associated with alleged releases of hazardous substances or other materials or to reimburse the EPA (or state agencies as applicable) for such activities and to pay for natural resource damages associated with alleged releases.
Under CERCLA or similar state statutes, we may have obligations to conduct investigation and remediation activities 22 associated with alleged releases of hazardous substances or other materials or to reimburse the EPA (or state agencies as applicable) for such activities and to pay for natural resource damages associated with alleged releases.
A prolonged period of low scrap prices or a fall in scrap prices could impair our ability to obtain, process, sell and consume recycled material, which could have a material adverse effect on our business, results of operations and financial condition.
A prolonged period of low scrap prices or a fall in scrap prices could impair our ability to obtain, process, sell and consume 10 recycled material, which could have a material adverse effect on our business, results of operations and financial condition.
Conversely, increased foreign demand for scrap due to economic expansion in countries such as China, India, Brazil and Turkey, as well as the growth of EAF steel production due to efforts by countries and producers to reduce carbon emissions in the industry, can result in an outflow of available domestic scrap as well as higher scrap prices that cannot always be passed on to domestic scrap consumers or consumers of our steel products, further reducing the available domestic scrap flows and margins, all of which could adversely affect our sales and profitability.
Conversely, increased foreign demand for scrap due to economic expansion in countries such as China, India, Brazil and Turkey, as well as the growth of EAF steel production due to efforts by countries and producers to reduce carbon emissions in the industry, can result in an outflow of available domestic scrap as well as higher scrap prices that cannot always be passed on to domestic scrap consumers or consumers of our stee l products, further reducing the available domestic scrap flows and margins, all of which could adversely affect our sales and profitability.
With the exception of exports of nonferrous scrap metal by certain recycling facilities in our North America Steel Group segment, we have not recently been a significant exporter of metal products from the U.S.
With the exception of exports of scrap metal by certain recycling facilities in our North America Steel Group segment, we have not recently been a significant exporter of metal products from the U.S.
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.
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 addition, reductions in the availability of certain modes of transportation, such as rail or trucking, during construction of our micro mills could result in significant delays, and reduced transportation availability following startup at our facilities could limit our ability to deliver our steel products and therefore adversely affect our operational and financial results.
In addition, reductions in the availability of certain modes of transportation, such as rail or trucking, during construction of our micro mills could result in significant delays, and reduced transportation availability following startup at o ur facilities could limit our ability to deliver our steel products and therefore adversely affect our operational and financial results.
If the availability of credit to fund or support the continuation and expansion of our customers' business operations is curtailed or if the cost of that credit is increased, the resulting inability of our customers or of their customers to either access credit or absorb the increased cost of that credit could adversely affect our business by reducing our sales or by increasing our exposure to losses from uncollectible 13 customer accounts.
If the availability of credit to fund or support the continuation and expansion of our customers' business operations is curtailed or if the cost of that credit is 14 increased, the resulting inability of our customers or of their customers to either access credit or absorb the increased cost of that credit could adversely affect our business by reducing our sales or by increasing our exposure to losses from uncollectible customer accounts.
In addition, the primary feed materials for the shredders operated by our recycling facilities are automobile hulks and obsolete household appliances. Approximately 20% of the weight of an automobile hull consists of material known as shredder fluff. After the segregation of ferrous scrap metal and saleable nonferrous metals, shredder fluff remains.
In addition, the primary feed materials for the shredders operated by our recycling facilities are automobile hulks and obsolete household appliances. Approximately 20% of the weight of an automobile hulk consists of material known as shredder fluff. After the segregation of ferrous scrap metal and saleable nonferrous metals, shredder fluff remains.
As a result, our products that are made in the U.S. may become 16 relatively more expensive as compared to imported steel, which has had, and in the future could have, a negative impact on our business, results of operations and financial condition.
As a result, our products that are made in the U.S. may become relatively more 17 expensive as compared to imported steel, which has had, and in the future could have, a negative impact on our business, results of operations and financial condition.
We may encounter labor disputes and shortages for skilled labor and/or qualified employees in operational positions, which could adversely impact our operations. Our employees contribute to developing and meeting our business goals and objectives, and we depend on a qualified labor force for the manufacture of our products.
We may encounter labor disputes and shortages for skilled labor and/or qualified employees in operational positions, which could adversely impact our operations. Our employees contribute to and are instrumental in developing and meeting our business goals and objectives, and we depend on a qualified labor force for the manufacture of our products.
See Note 15, Capital Stock, in Part II, Item 8 of this Annual Report for additional information on our share repurchase program. 17 RISKS RELATED TO OUR INDUSTRY Our industry and the industries we serve are vulnerable to global economic conditions.
See Note 15, Capital Stock, in Part II, Item 8 of this Annual Report for additional information on our share repurchase program. 18 RISKS RELATED TO OUR INDUSTRY Our industry and the industries we serve are vulnerable to global economic conditions.
Furthermore, negative publicity with respect to our business and operations could result in the cancellation or delay of projects, the revocation of permits or termination of contracts, each of which may adversely affect our business strategy, increase our costs, or adversely affect our reputation and performance.
Furthermore, negative publicity with respect to our business and operations could result in the cancellation or delay of projects, the revocation of permits or termination of contracts, each of which may adversely affect our business strategy, increase our costs, or adversely affect our reputation, performance and availability of capital.
As part of our risk management program, we sometimes use financial instruments, including metals commodity futures, natural gas, electricity and other energy forward contracts, freight forward contracts, foreign currency exchange forward contracts and interest rate swap contracts.
As part of our risk management program, we periodically use financial instruments, including metals commodity futures, natural gas, electricity and other energy forward contracts, freight forward contracts, foreign currency exchange forward contracts and interest rate swap contracts.
Moreover, in July 2021, the EPA issued a public statement regarding Clean Air Act violations at metal recycling facilities that operate auto and scrap metal shredders, noting that noncompliant shredders can have an impact on overburdened communities, and in August 2023, the EPA released federal enforcement priorities, which affirmed the EPA’s continued focus on reducing air toxins.
Moreover, in July 2021, the EPA issued a public statement regarding CAA violations at metal recycling facilities that operate auto and scrap metal shredders, noting that noncompliant shredders can have an impact on overburdened communities, and in August 2023, the EPA released federal enforcement priorities, which affirmed the EPA’s continued focus on reducing air toxins.
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.
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, profitability, cash flows and liquidity. Global steelmaking capacity exceeds demand for steel products in many regions around the world.
Our ability to respond to changing recycled metal selling prices may be limited by competitive or other factors during periods of low scrap prices, when the supply of scrap may decline considerably, as scrap generators hold onto their scrap in the hope of getting higher prices later.
Our abi lity to respond to changing recycled metal selling prices may be limited by competitive or other factors during periods of low scrap prices, when the supply of scrap may decline considerably, as scrap generators hold onto their scrap in the hope of getting higher prices later.
If we encounter cost overruns, system or process difficulties or quality control restrictions during commissioning of our fourth micro mill or after startup with either or both facilities, our capital costs could increase materially, the expected benefits from the development of the applicable facilities could be diminished or lost and we could lose all or a substantial portion of our investments.
If we encounter cost overruns, system or process difficulties or quality control restrictions during commissioning of our fourth micro mill or after startup with any facility, our capital costs could increase materially, the expected benefits from the development of the applicable facilities could be diminished or lost and we could lose all or a substantial portion of our investments.
We rely on computers, information and communications technology and related systems and networks in order to operate our business, including to store sensitive data such as intellectual property, our own proprietary business information and that of our customers, suppliers and business partners and personally identifiable information of our employees.
We rely on computers, information and communications technology and related systems and networks to operate our business, including to store sensitive data such as intellectual property, our own proprietary business information and that of our customers, suppliers and business partners, as well as personally identifiable information of our employees.
A strong U.S. dollar makes imported metal products less expensive, resulting in more imports of steel products into the U.S. by our foreign competitors, while a weak U.S. dollar may have the opposite impact on imports.
A strong U.S. dollar makes imported metal products less e xpensive, resulting in more imports of steel products into the U.S. by our foreign competitors, while a weak U.S. dollar may have the opposite impact on imports.
Inflation has the potential to adversely affect our business, financial condition and results of operations by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers.
Our business, financial condition and results of operations may be adversely impacted by the effects of inflation. Inflation has the potential to adversely affect our business, financial condition and results of operations by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers.
RISKS RELATED TO THE REGULATORY ENVIRONMENT Compliance with and changes in environmental laws and regulations and remediation requirements could result in substantially increased capital obligations and operating costs; violations of environmental laws and regulations could result in costs that have a material adverse effect on our business, results of operations and financial condition.
Any such events could have a material adverse effect on our costs or results of operations. 20 RISKS RELATED TO THE REGULATORY ENVIRONMENT Compliance with and changes in environmental laws and regulations and remediation requirements could result in substantially increased capital obligations and operating costs; violations of environmental laws and regulations could result in costs that have a material adverse effect on our business, results of operations and financial condition.
From time to time, U.S. federal, state and local and foreign governments make substantive changes to tax rules and their application, which could result in materially higher taxes than would be incurred under existing tax law and which could adversely affect our financial condition or results of operations.
From time to time, U.S. federal, state and local and foreign governments make substantive changes to tax rules and their application, which could result in materially higher taxes than would be incurred under existing tax law and which could adversely affect our financial condition or results of operations. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
The loan agreement related to the Series 2022 Bonds, as defined in Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report, also restricts our ability to, among other things, enter into certain sale and leaseback transactions, incur certain liens and take certain actions that would adversely affect the tax-exempt status of the Series 2022 Bonds.
The loan agreements related to the Series 2022 Bonds and Series 2025 Bonds, as defined in Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report, also restrict our ability to, among other things, enter into certain sale and leaseback transactions, incur certain liens and take actions that could adversely affect the tax-exempt status of such bonds.
To the extent this and other geopolitical conflicts may continue to adversely affect the global economy as discussed above, they may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those relating to data security, supply chain, volatility in prices of scrap, energy and other inputs, and market conditions, any of which could negatively affect our business, results of operations and financial condition.
To the extent geopolitical conflicts continue to adversely affect the global economy as discussed above, they may also heighten many of the other risks described in this "Risk Factors" section, such as those relating to data security, supply chain, volatility in prices of scrap, energy and other inputs and market conditions, any of which could negatively affect our business, results of operations or financial condition.
As our experienced employees retire and we lose their institutional knowledge, we may encounter challenges and may have difficulty replacing them with employees of comparable skill and efficiency. Additionally, as of August 31, 2024, 14%, 29% and 10% of the employees in our North America Steel Group, Europe Steel Group and Emerging Businesses Group segments, respectively, belong to unions.
As our experienced employees retire and we lose their institutional knowledge, we may encounter challenges and may have difficulty replacing them with employees of comparable skill and efficiency. Additionally, as of August 31, 2025, 11%, 4% and 28% of the employees in our North America Steel Group, Emerging Businesses Group and Europe Steel Group segments, respectively, belong to unions.
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.
We believe the downward pressure on, and periodically depressed levels of, U.S. steel prices in some recent years have been caused, at least in part, by imports of steel involving dumping and subsidy abuses by foreign steel producers.
Our Europe Steel Group segment, which comprises the majority of our international operations, generated approximately 11% of 2024 consolidated net sales.
Our Europe Steel Group segment, which comprises the majority of our international operations, generated approximately 12% of 2025 consolidated net sales.
If our counterparties to such transactions or the sponsors of the exchanges through which these transactions are offered, such as the London Metal Exchange, fail to honor their obligations due to financial distress, we would be exposed to potential losses or the inability to recover anticipated gains from these transactions.
In addition, if our counterparties to such transactions or the sponsors of the exchanges through which these transactions are offered fail to honor their obligations due to financial distress, we could be exposed to potential losses or the inability to recover anticipated gains from these transactions.
Construction of our micro mills is subject to changing market conditions, delays, inflation and cost overruns, work stoppages, labor shortages, weather interferences, supply chain delays, changes in transportation costs and availability, changes required by governmental authorities, and delays in acquiring or the inability to acquire required permits or licenses, any of which could have an adverse impact on our operational and financial results.
Construction of our micro mills is subject to changing market conditions, delays, inflation and cost overruns, work stoppages, labor shortages, weather-related disruptions, supply chain delays, changes in transportation costs and availability, changes required by governmental authorities, availability of government tax credits and delays in acquiring or the inability to acquire required permits or licenses, any of which could adversely affect our operational and financial results.
While some tariffs and quotas are periodically put into effect for certain steel products imported from a number of countries that have been found to have been unfairly pricing steel imports to the U.S., 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.
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.
Further, although we believe these facilities should each be capable of consistently producing high-quality products in sufficient quantities and at costs that will compare 11 favorably with other similar steel manufacturing facilities, there can be no assurance that these expectations will be achieved.
While we believe these facilities should each be capable of consistently producing high-quality products in sufficient quantities and at costs that will compare favorably with other similar steel manufacturing facilities, these expectations may not be achieved.
The availability of raw materials may also be negatively affected by new laws and regulations, countries limiting scrap exports, allocations by suppliers, interruptions in production, accidents or natural disasters, changes in exchange rates, global price fluctuations and the availability and cost of transportation.
The availability of raw materials may also be negatively affected by laws and regulations, domestic and foreign trade policy, allocations by suppliers, interruptions in production, accidents and natural disasters, changes in exchange rates, global price fluctuations and the availability and cost of transportation.
While we believe that we have good relations with the union representatives, there can be no assurance that any future labor negotiations will prove successful, which may result in a significant increase in the cost of labor, or may break down and result in the disruption of our business or operations.
While we believe that we have good relations with the union representatives, there can be no assurance that any future labor negotiations will prove successful, which may result in a significant increase in the cost of labor, or may break down and result in the disruption of our business or operations. 11 The loss of, or inability to hire, key employees may adversely affect our ability to successfully manage our operations and meet our strategic objectives.
We may fund such acquisitions using cash on hand, drawing under our credit facility or accessing the capital markets. To the extent we finance such acquisitions with additional debt, the incurrence of such debt may result in a significant increase in our interest expense and financial leverage, which could be further exacerbated by volatility in the debt capital markets.
To the extent we finance such acquisitions with additional debt, the incurrence of such debt may result in a significant increase in our interest expense and financial leverage, which could be further exacerbated by volatility in the debt capital markets. Further, an increase in our leverage could lead to deterioration in our credit ratings.
The benefits from any acquisition may be offset by the costs incurred in integrating the businesses and operations. We may also assume liabilities in connection with acquisitions to which we would not otherwise be exposed.
For example, elimination of duplicative costs may not be fully achieved or may take longer than anticipated. The benefits from any acquisition may be offset by the costs incurred in integrating the businesses and operations. We may also assume liabilities in connection with acquisitions to which we would not otherwise be exposed.
We could also encounter commodity market risk if, during a sustained period, the cost to manufacture is greater than projected or the market prices for steel products decline. Our mills require continual capital investments that we may not be able to sustain.
We could also encounter commodity market risk if, over a sustained period, the cost to manufacture is greater than projected or the market prices for steel products decline.
Prices for most metals in which we deal have experienced increased volatility over the last several years, and such increased price volatility impacts us in several ways.
Rapid and significant changes in the price of metals could adversely impact our business, results of operations and financial condition. Prices for most metals in which we deal have experienced increased volatility over the last several years, and such increased price volatility impacts us in several ways.
However, the amounts that we accrue could vary significantly from the amounts we actually pay, due to inherent uncertainties, including the inherent uncertainties of the estimation process, the uncertainties involved in litigation and other factors. See Part I, Item 3, Legal Proceedings of this Annual Report for a description of certain pending legal proceedings.
However, the amounts that we accrue could vary significantly from the amounts we actually pay, due to inherent uncertainties, including the inherent uncertainties of the estimation process, the uncertainties involved in litigation and other factors.
Geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war have caused disruptions in the global economy, energy supplies and raw materials, which may continue to negatively impact our business and operations. We operate globally and sell our products in countries throughout the world. Since early 2022, Russia and Ukraine have been engaged in active armed conflict.
Geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war have caused disruptions in the global economy, energy supplies and raw materials, which may continue to negatively impact our business and operations.
As cybersecurity threats continue to evolve and become more sophisticated, we may be required to incur significant costs and invest additional resources to protect against and, if required, remediate the damage caused by such disruptions or system failures in the future. 12 Increasing attention to ESG matters, including any targets or other ESG, environmental justice or regulatory initiatives, could result in additional costs or risks or adverse impacts on our business.
As cybersecurity threats continue to evolve and become more sophisticated, we may be required to incur significant costs and invest additional resources to protect against and, if required, remediate the damage caused by such disruptions or system failures in the future.
When the Section 232 or other import tariffs, quotas or duties expire or if others are further relaxed or repealed, 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, the resurgence of substantial imports of foreign steel could create downward pressure on U.S. steel prices.
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.
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.
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.
Our Credit Agreement, as defined in Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report also requires that we meet certain financial tests and maintain certain financial ratios, including maximum debt to capitalization and interest coverage ratios.
Our Credit Agreement also requires that we meet certain financial tests and maintain certain financial ratios, including maximum debt to capitalization and interest coverage ratios.
We have taken steps to address these concerns and have implemented internal control and security measures to protect our systems and networks from security breaches; however, measures that the Company takes to avoid, detect, mitigate or recover from material incidents, may be insufficient or circumvented, or may become ineffective and there can be no assurance that a system or network failure, or security breach, will not impact our business, results of operations and financial condition.
We have taken steps to address these concerns and have implemented internal control and security measures to protect our systems and networks from security breaches; however, measures that the Company takes to avoid, detect, mitigate or recover from material incidents, may be circumvented, become ineffective or fail to detect or prevent all threats.
If we were unable to 14 repay debt to our secured lenders or if we incur additional secured debt in the future, these lenders could proceed against the collateral securing such debt. In addition, acceleration of our other indebtedness may cause us to be unable to make interest payments on our notes.
If we were unable to repay debt to our secured lenders or if we incur additional secured debt in the future, these lenders could proceed against the collateral securing such debt.
The Russian invasion of Ukraine did not have a direct material adverse impact on our business, financial condition or results of operations during 2024, 2023 or 2022. However, we will continue to monitor this fluid situation and develop contingency plans as necessary to address any disruptions to our business operations.
While such recent geopolitical conflicts have not had a direct material adverse impact on our business, financial condition or results of operations, we will continue to monitor such situations and develop contingency plans as necessary to address any disruptions to our business operations.
Until the timing, scope and extent of any future regulation becomes known, we cannot predict the effect on our business, results of operations or financial condition, but such effect could be materially adverse to our business, results of operations and financial condition. 20 We are subject to governmental regulatory and compliance risks that expose us to potential litigation and disputes regarding violations, which could adversely affect our business, results of operations and financial condition.
Until the timing, scope and extent of any future regulation, or changes in existing regulation, becomes known, we cannot predict the effect on our business, results of operations or financial condition, but such effect could be materially adverse to our business, results of operations and financial condition.
Our business faces increasing scrutiny related to ESG issues, including environmental stewardship, supply chain management, climate change, diversity and inclusion, workplace conduct, human rights, philanthropy and support for local communities. Investors, stakeholders and other interested parties are also increasingly focused on issues related to environmental justice and ESG in general.
Increasing attention to ESG matters, including any targets or other ESG, environmental justice or regulatory initiatives, could result in additional costs or risks or adverse impacts on our business. Our business faces increasing scrutiny related to ESG issues, including environmental stewardship, supply chain management, climate change, diversity and inclusion, workplace conduct, human rights, philanthropy and support for local communities.
Our EAF mills melt steel scrap and use natural gas to heat steel billets for rolling into finished steel products. As large consumers of electricity and natural gas, often the largest in the geographic area where our mills are located, we must have dependable delivery of electricity and natural gas in order to operate.
As large consumers of electricity and natural gas, often the largest in the geographic area where our mills are located, we must have dependable delivery of electricity and natural gas in order to operate. Accordingly, we are at risk in the event of an energy disruption.
If we are unable to obtain adequate and timely deliveries of our required raw materials, we may be unable to timely manufacture significant quantities of our products. We are vulnerable to the economic conditions in the regions in which our operations are concentrated.
If we are unable to obtain adequate and timely deliveries of our required raw materials, we may be unable to manufacture significant quantities of our products in a timely manner. We rely on the availability of large amounts of electricity and natural gas.
In addition to equipment failures, our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. Information technology interruptions and breaches in data security could adversely impact our business, results of operations and financial condition.
In addition to equipment failures, our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. We are vulnerable to the economic conditions in the regions in which our operations are concentrated.
Further, an increase in our leverage could lead to deterioration in our credit ratings. The pursuit of acquisitions may pose certain risks to us. We may not be able to identify acquisition candidates that fit our criteria for growth and profitability.
The pursuit of acquisitions may pose certain risks to us. We may not be able to identify acquisition candidates that fit our criteria for growth and profitability. Even if we are able to identify such candidates, we may not be able to acquire them on terms or financing satisfactory to us.
The loss of, or inability to hire, key employees may adversely affect our ability to successfully manage our operations and meet our strategic objectives. Our future success depends, in large part, on the continued service of our officers and other key employees and our ability to continue to attract and retain additional highly qualified personnel.
Our future success depends, in large part, on the continued service of our officers and other key employees and our ability to continue to attract and retain additional highly qualified personnel. These employees are integral to our success based on their expertise and knowledge of our business and products.
The loss or interruption of the services of a number of our key employees could reduce our ability to effectively manage our operations should we be unable to find appropriate replacement personnel in a timely manner. Our business, financial condition and results of operations may be adversely impacted by the effects of inflation.
We compete for such personnel with other companies, including public and private company competitors who may periodically offer more favorable terms of employment. The loss or interruption of the services of a number of our key employees could reduce our ability to effectively manage our operations should we be unable to find appropriate replacement personnel in a timely manner.
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.
The adverse effects of excess capacity and overproduction 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.
Implementation of our environmental and sustainability initiatives, including the goals set forth in our annual sustainability report, requires certain financial expenditures and employee resources, and the implementation of certain ESG practices or disclosures. In addition, we are, or in the future may become, subject to domestic and international disclosure frameworks, regulations and requirements related to climate change and sustainability.
In addition, we are, or in the future may become, subject to domestic and international disclosure frameworks, regulations and requirements related to climate change and sustainability.
Accordingly, we are at risk in the event of an energy disruption. Prolonged black-outs or brown-outs or disruptions caused by natural disasters such as hurricanes would substantially disrupt our production. While we have not suffered prolonged production delays due to our inability to access electricity or natural gas, several of our competitors have experienced such occurrences.
While we have not suffered prolonged production delays due to our inability to access electricity or natural gas, several of our competitors have experienced such occurrences.
We must make regular, substantial capital investments in our steel mills to maintain the mills, lower production costs and remain competitive. We cannot be certain that we will have sufficient internally generated cash or acceptable external financing to make necessary substantial capital expenditures in the future.
We cannot be certain that we will have sufficient internally generated cash or acceptable external financing to make necessary substantial capital expenditures in the future. The availability of external financing depends on many factors outside of our control, including capital market conditions and the overall performance of the economy.
Any of these adverse effects could have a material adverse effect on our business, results of operations and financial condition. 18 Rapid and significant changes in the price of metals could adversely impact our business, results of operations and financial condition.
Any of these adverse effects could have a material adverse effect on our business, results of operations and financial condition. Pending and future trade actions may mitigate some of this risk.
Even if we are able to identify such candidates, we may not be able to acquire them on terms or financing satisfactory to us. We will incur expenses and dedicate attention and resources associated with the review of acquisition opportunities, whether or not we consummate such acquisitions.
We will incur expenses and dedicate attention and resources associated with the review of acquisition opportunities, whether or not we consummate such acquisitions. In addition, potential acquisition targets may operate in industries in which we do not currently operate.
From a medium and long-term perspective, as a result of these regulatory initiatives, we may see an increase in costs relating to our assets that emit significant amounts of GHGs. Additionally, although we are focused on water conservation and reuse in our operations, steel manufacturing is a water intensive industry.
From a medium and long-term perspective, as a result of these regulatory initiatives, we may see an increase in costs relating to our assets that emit significant amounts of GHGs. Following the change in U.S. presidential administrations in January 2025, there have been significant changes with respect to federal environmental policy.
As a result, our financial results are substantially dependent upon the overall economic conditions in these areas. We rely on the availability of large amounts of electricity and natural gas. Disruptions in delivery or substantial increases in energy costs, including crude oil prices, could adversely affect our business, results of operations and financial condition.
As a result, our financial results are substantially dependent upon the overall economic conditions in these areas. Information technology interruptions and breaches in data security could adversely impact our business, results of operations and financial condition.
Our manufacturing processes are dependent upon critical pieces of steelmaking equipment, such as our furnaces, continuous casters and rolling equipment, as well as electrical equipment, such as transformers. This equipment may, on occasion, be out of service as a result of unanticipated failures.
This equipment may, on occasion, be out of service as a result of unanticipated failures.
We may not be able to successfully identify, consummate or integrate acquisitions, and acquisitions may adversely affect our financial leverage. Part of our business strategy includes pursuing synergistic acquisitions. We have expanded, and plan to continue to expand, our business by making strategic acquisitions and regularly seeking suitable acquisition targets to enhance our growth.
In addition, acceleration of our other indebtedness may cause us to be unable to make interest payments on our notes. 15 We may not be able to successfully identify, consummate or integrate acquisitions, and acquisitions may adversely affect our financial leverage. Part of our strategy includes pursuing inorganic growth through acquisitions.
The availability of external financing depends on many factors outside of our control, including capital market conditions and the overall performance of the economy. If funding is insufficient, we may be unable to develop or enhance our mills, take advantage of business opportunities and respond to competitive pressures.
If funding is insufficient, we may be unable to develop or enhance our mills, take advantage of business opportunities and respond to competitive pressures. Unexpected equipment failures may lead to production curtailments or shutdowns, which may adversely affect our business, results of operations and financial condition.
The EPA uses alerts such as this to signal its intention to focus enforcement activity on a particular industry sector. Legal requirements are changing frequently and are subject to interpretation.
The EPA uses alerts such as this to signal its intention to focus enforcement activity on a particular industry sector. In March 2025, the EPA issued a memorandum providing guidance on implementing the enforcement priorities consistent with President Trump’s Executive Orders, including those revoking Executive Orders from previous administrations regarding environmental justice and new Executive Orders relating to energy development.
Removed
These employees are integral to our success based on their expertise and knowledge of our business and products. We compete for such personnel with other companies, including public and private company competitors who may periodically offer more favorable terms of employment.
Added
Disruptions in delivery or substantial increases in energy costs, including crude oil prices, could adversely affect our business, results of operations and financial condition. Our EAF mills melt steel scrap and use natural gas to heat steel billets for rolling into finished steel products.
Removed
Unexpected equipment failures may lead to production curtailments or shutdowns, which may adversely affect our business, results of operations and financial condition. Interruptions in our production capabilities would adversely affect our production costs, products available for sale and earnings for the affected period.
Added
Prolonged black-outs or brown-outs or disruptions caused by natural disasters could substantially disrupt our production. Additionally, the rapid expansion of data centers driven by growing demand for cloud services, artificial intelligence and other digital infrastructure is expected to significantly increase electric power consumption, which could impact energy availability and pricing for industrial users, including steel producers.
Removed
We continue to monitor the adverse impact that the outbreak of war in Ukraine and the subsequent institution of sanctions against Russia by the U.S. and several European and Asian countries may continue to have on the global economy in general, on our business and operations and on the businesses and operations of our suppliers and customers.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeBoth the CISO and the CIO have daily responsibility for cybersecurity risk management and establishing risk management practices, and are involved in the execution of the response plans described above when a possible cybersecurity incident occurs. We engage a third-party service provider on a bi-annual basis to evaluate our cybersecurity risk management program and perform health checks on key applications.
Biggest changeWe engage a third-party service provider on a biannual basis to evaluate our cybersecurity risk management program and perform health checks on key applications. We also complete annual penetration testing to test our defenses against potential threats or risks.
Our cybersecurity risk management program also addresses cybersecurity risks associated with our use of third-party service providers and our vendors. We proactively manage these risks by reviewing current and prospective third-party service providers’ compliance with our established relevant privacy and data security standards.
Our cybersecurity risk management program also addresses cybersecurity risks associated with our use of third-party service providers and vendors. We proactively manage these risks by reviewing current and prospective third-party service providers’ compliance with our established, relevant privacy and data security standards.
We engage expert consultants and third-party service providers to review our cybersecurity controls and readiness, alert us to potential improvements and provide incremental industry knowledge and expertise. Additionally, employees are required to complete cybersecurity training at the start of their employment and annually thereafter and are regularly exposed to phishing awareness campaigns that simulate real-world threats.
We engage expert consultants and third-party service providers to review our cybersecurity controls and readiness, alert us to potential improvements and provide incremental industry knowledge and expertise. Additionally, employees are required to complete cybersecurity training at the start of their 23 employment and annually thereafter, and are regularly exposed to phishing awareness campaigns that simulate real-world threats.
See Item 1A, Risk Factors, “Information technology interruptions and breaches in data security could adversely impact our business, results of operations and financial condition” for more information. Governance Both management and our Board understand that cybersecurity is crucial for securing our data and operations and defending the interests of our stakeholders.
See Item 1A, Risk Factors, "Information technology interruptions and breaches in data security could adversely impact our business, results of operations and financial condition" for more information. Governance Both management and our Board understand that cybersecurity is crucial for securing our data and operations and defending the interests of our stakeholders.
These protocols include, but are not limited to, penetration testing, vulnerability scanning, attack simulations and appropriate internal controls, along with independent third-party audits conducted to evaluate compliance with security standards and best practices. The protocols are designed by our Chief Information Security Officer (“CISO”) and implemented by an experienced team including our information security and various technology departments.
These protocols include, but are not limited to, penetration testing, vulnerability scanning, attack simulations and appropriate internal controls, along with independent third-party audits conducted to evaluate compliance with security standards and best practices. The protocols are designed by our Chief Information Security Officer ("CISO") and implemented by an experienced team comprising our information security and various technology departments.
Additionally, we maintain a cybersecurity incident disclosure and evaluation plan (the "disclosure plan") which would be used to assess the impact of a cybersecurity incident and promptly issue required SEC disclosures if needed. The response plans and disclosure plan are adapted depending on the type of incident or data breach and are tested at least once per year.
Additionally, we maintain a cybersecurity incident disclosure and evaluation plan (the "disclosure plan") which is used to assess the impact of a cybersecurity incident and promptly issue required SEC disclosures if needed. The response plans and disclosure plan are adapted based on the type of incident or data breach and are tested at least once per year.
Our risk management program includes a documented cybersecurity incident response plan and a data breach response plan (the “response plans”) that outline how to respond to and contain incidents and data breaches.
Our risk management program includes a documented cybersecurity incident response plan and a data breach response plan (the "response plans") that outline how to respond to and contain incidents and data breaches.
We also require our key vendors to complete security questionnaires and we conduct audits and vulnerability scans related to them.
We also require our key vendors to complete security questionnaires, and we conduct audits and vulnerability scans of those vendors and their systems.
Moreover, our executive officers participate in annual crisis tabletop exercises and attack simulations to prepare for a swift, effective, and thorough response to a potential cybersecurity incident. 23
Select CIRT members participate in regular technical readiness exercises. Moreover, our executive officers participate in annual crisis tabletop exercises and attack simulations to prepare for a swift, effective and thorough response to potential cybersecurity incidents. 24
On a quarterly basis, our Vice President and Chief Information Officer (“CIO”) and CISO update the audit committee regarding cybersecurity management initiatives, the status of ongoing cybersecurity threats CMC faces and other developments regarding our cybersecurity management protocols.
On a quarterly basis, our Vice President and Chief Information Officer ("CIO") and CISO update the audit committee regarding cybersecurity management initiatives, the status of ongoing cybersecurity threats and other developments in our cybersecurity management protocols. Our CISO has many years of experience in creating and implementing cybersecurity risk management programs and using cybersecurity management technologies and infrastructure solutions.
We use the National Institute of Standards and Technology Cybersecurity Framework to guide our risk management program and utilize third parties to regularly review our response plans.
We use the National Institute of Standards and Technology Cybersecurity Framework to guide our risk management program and engage third parties to regularly review our response plans. CMC recognizes the critical importance of a well-developed cybersecurity risk management program and has designed ongoing cybersecurity management protocols that are embedded in our global business processes and activities.
Our CISO has many years of experience in creating and implementing cybersecurity risk management programs and using cybersecurity management technologies and infrastructure solutions. Our CISO works under the supervision of our CIO, who has extensive experience in information technology and cybersecurity functions.
Our CISO works under the supervision of our CIO, who has extensive experience in information technology and cybersecurity functions. The CISO and the CIO are responsible for daily cybersecurity risk management, establishing risk management practices and executing the response plans when potential cybersecurity incidents arise.
We also complete annual penetration testing to test our defenses against potential threats or risks. 22 The response plans referenced above define a cross-functional cyber incident response team (the “CIRT”) that includes members of senior management, including the CISO and CIO, among other skilled employees.
The response plans define a cross-functional cyber incident response team (the "CIRT") that includes members of senior management, including the CISO and CIO, among other skilled employees. The CIRT supports the detection, mitigation and remediation of cybersecurity incidents and informs relevant members of management and the audit committee about cybersecurity threats and events.
Removed
CMC recognizes the critical importance of a well-developed cybersecurity risk management program within an ever -changing threat landscape and has designed ongoing cybersecurity management protocols that are embedded into our global business processes and activities.
Removed
The CIRT plays an important role in the detection, mitigation, and remediation of cybersecurity incidents and in informing relevant members of management and the audit committee on cybersecurity threats and events. Select members of the CIRT actively participate in regular technical readiness exercises.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSegment and Operation Location Site Acreage Owned Site Acreage Leased Approximate Building Square Footage Capacity (Millions of Tons) (9) North America Steel Group Recycling facilities (1) 773 90 1,670,000 5.1 Steel mills 6.1 Mini mill Birmingham, Alabama 71 1 580,000 Mini mill Cayce, South Carolina 142 — 760,000 Mini mill Jacksonville, Florida 619 — 460,000 Mini mill Knoxville, Tennessee 76 — 460,000 Mini mill Sayreville, New Jersey 116 — 380,000 Mini mill Seguin, Texas 661 — 870,000 Micro mill Durant, Oklahoma 402 4 290,000 Two micro mills Mesa, Arizona 273 — 820,000 Rerolling mill Magnolia, Arkansas 123 — 280,000 Fabrication facilities (2) 751 40 2,990,000 2.2 Post-tension cable facilities (3) 3 8 120,000 Europe Steel Group Recycling facilities 12 locations in Poland (4) 104 4 160,000 0.7 Steel mini mill Zawiercie, Poland 524 — 2,950,000 1.7 Fabrication facilities Five locations in Poland (4) 24 — 260,000 0.5 Emerging Businesses Group CMC Anchoring Systems facilities (5) — 26 170,000 CMC Impact Metals facilities (6) 112 — 300,000 CMC Construction Services facilities (7) 35 51 450,000 Tensar facilities (8) 34 20 710,000 __________________________________ (1) Consists of 43 scrap metal recycling facilities, with 17 locations in Texas, seven locations in South Carolina, four locations in Florida, three locations in Tennessee, two locations in each of Alabama, Georgia, Missouri and North Carolina and one location in each of California, Kansas, Louisiana and Oklahoma.
Biggest changeSegment and Operation Location Site Acreage Owned Site Acreage Leased Approximate Building Square Footage Capacity (Millions of Tons) (9) North America Steel Group Recycling facilities (1) 756 88 1,660,000 5.1 Steel mills 6.1 Mini mill Birmingham, Alabama 71 1 580,000 Mini mill Cayce, South Carolina 142 — 760,000 Mini mill Jacksonville, Florida 619 — 460,000 Mini mill Knoxville, Tennessee 76 — 460,000 Mini mill Sayreville, New Jersey 116 — 380,000 Mini mill Seguin, Texas 661 — 870,000 Micro mill Durant, Oklahoma 402 4 290,000 Two micro mills Mesa, Arizona 273 — 820,000 Rerolling mill Magnolia, Arkansas 123 — 280,000 Fabrication facilities (2) 752 40 2,890,000 2.2 Post-tension cable facilities (3) 9 8 120,000 Emerging Businesses Group CMC Anchoring Systems facilities (4) — 26 170,000 CMC Impact Metals facilities (5) 112 — 300,000 CMC Construction Services facilities (6) 35 51 450,000 Tensar facilities (7) 34 20 710,000 CMC Bridge Systems Lawrenceville, Georgia 1 — 30,000 Europe Steel Group Recycling facilities 12 locations in Poland (8) 104 4 160,000 0.7 Steel mini mill Zawiercie, Poland 524 — 2,950,000 1.7 Fabrication facilities Five locations in Poland (8) 24 — 260,000 0.5 __________________________________ (1) Consists of 42 scrap metal recycling facilities, with 15 locations in Texas, seven locations in South Carolina, four locations in each of Florida and Tennessee, two locations in each of Alabama, Georgia, Missouri and North Carolina and one location in each of California, Kansas, Louisiana and Oklahoma.
ITEM 2. PROPERTIES The following table describes our principal properties as of August 31, 2024. These properties are either owned by us and not subject to any significant encumbrances or are leased by us. Refer to Part I, Item 1, Business included in this Annual Report for a discussion of the nature of our operations.
ITEM 2. PROPERTIES The following table describes our principal properties as of August 31, 2025. These properties are either owned by us and not subject to any significant encumbrances or are leased by us. Refer to Part I, Item 1, Business, included in this Annual Report for a discussion of the nature of our operations.
(2) Consists of 54 fabrication facilities, with 11 locations in Texas, five locations in Florida, three locations in each of California and Illinois, two locations in each of Arizona, Colorado, Georgia, Hawaii, Missouri, Nevada, New Jersey, North Carolina, Oklahoma, South Carolina, Tennessee, Utah and Virginia and one location in each of Alabama, Kentucky, Louisiana, New Mexico, Ohio and Washington.
(2) Consists of 53 fabrication facilities, with 11 locations in Texas, five locations in Florida, three locations in each of California and Illinois, two locations in each of Arizona, Colorado, Georgia, Hawaii, Missouri, Nevada, New Jersey, North Carolina, Oklahoma, South Carolina, Tennessee, Utah and Virginia, and one location in each of Alabama, Kentucky, Louisiana, New Mexico, and Ohio.
The fabrication facilities associated with the North America Steel Group segment are not individually material. (3) Consists of three post-tension cable facilities, with two locations in Georgia and one location in California. The post-tension cable facilities are not individually material. (4) The recycling facilities and fabrication facilities associated with the Europe Steel Group segment are not individually material.
The fabrication facilities associated with the North America Steel Group segment are not individually material. (3) Consists of three post-tension cable facilities, with two locations in Georgia and one location in California. The post-tension cable facilities are not individually material. (4) Consists of four CMC Anchoring Systems facilities, with one location in each of North Carolina, Tennessee, Texas and Utah.
(7) Consists of 24 CMC Construction Services facilities, with 18 locations in Texas, five locations in Louisiana and one location in Oklahoma. The CMC Construction Services facilities are not individually material. 24 (8) Consists of four Tensar facilities, with one location in each of Georgia, Oklahoma, China and the U.K. The Tensar facilities are not individually material.
The CMC Construction Services facilities are not individually material. 25 (7) Consists of four Tensar facilities, with one location in each of Georgia, Oklahoma, China and the U.K. The Tensar facilities are not individually material. (8) The recycling facilities and fabrication facilities associated with the Europe Steel Group segment are not individually material.
(5) Consists of four CMC Anchoring Systems facilities, with one location in each of North Carolina, Tennessee, Texas and Utah. The CMC Anchoring Systems facilities are not individually material. (6) Consists of two CMC Impact Metals facilities, with one location in Alabama and one location in Pennsylvania. The CMC Impact Metals facilities are not individually material.
The CMC Anchoring Systems facilities are not individually material. (5) Consists of two CMC Impact Metals facilities, with one location in Alabama and one location in Pennsylvania. The CMC Impact Metals facilities are not individually material. (6) Consists of 24 CMC Construction Services facilities, with 18 locations in Texas, five locations in Louisiana and one location in Oklahoma.
Several of the leases have renewal options. We have generally been able to renew leases prior to their expiration. We estimate our minimum annual rental obligation for our real estate operating leases in effect at August 31, 2024, to be paid during 2025, to be approximately $13.2 million.
We estimate our minimum annual rental obligation for our real estate operating leases in effect at August 31, 2025, to be paid during 2026, to be approximately $13 million.
In addition to the leased facilities described above, we lease the 105,916 square foot office space occupied by our corporate headquarters in Irving, Texas. Generally, our leases expire on various dates over the next ten years, with the exception of the leased facilities in our Europe Steel Group segment, which have longer lease terms.
Most of our leases expire on various dates over the next ten years, with the exception of the leased facilities in our Europe Steel Group segment, which have longer lease terms.
In addition to the owned facilities described above, we own 208 acres of land in Berkeley County, West Virginia, the site of the Company's fourth micro mill, which is currently under construction. We expect an operational start-up in late calendar 2025.
We believe our properties are appropriately utilized and suitable for current and foreseeable operations and are capable of increased production. In addition to the facilities described above, we own 208 acres of land in Berkeley County, West Virginia, the site of our fourth micro mill, which is currently under construction.
Removed
We believe our properties are appropriately utilized and suitable to meet the requirements of our present and foreseeable future operations, and our facilities are capable of producing increased volumes.
Added
We expect to begin melt shop production at this micro mill during 2026. In addition to the leased facilities described above, we lease a 105,916 square foot office space for our corporate headquarters in Irving, Texas.
Added
Several of our leases include renewal options, and while we have exercised renewal options in certain cases in the past, the decision to renew is made based on business needs and market conditions at the time of expiration.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeBoth the motion for summary judgment filed by CMC, CMC Steel Fabricators, Inc. and CMC Steel US, LLC and the cross-motion for summary judgment filed by PSG were denied by the Northern District Court on June 10, 2024. A jury trial is scheduled for late October 2024.
Biggest changeOn 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. On September 29, 2025, the Northern District Court denied this post-trial motion, upholding the jury’s verdict.
The actions and notices refer to the following locations, none 25 of which involve real estate we ever owned or upon which we ever conducted operations: the Sapp Battery site in Cottondale, Florida, the Interstate Lead Company site in Leeds, Alabama, the Peak Oil site in Tampa, Florida, the R&H Oil site in San Antonio, Texas, the SoGreen/Parramore site in Tifton, Georgia, the Jensen Drive site in Houston, Texas, the Chemetco site in Hartford, Illinois, the Ward Transformer site in Raleigh, North Carolina, the Bailey Metal Processors, Inc. site in Brady, Texas and the Poly-Cycle Industries, Inc. site in Tecula, Texas.
The actions and notices refer to the following locations, none of which involve real estate we ever owned or upon which we ever conducted operations: the Sapp Battery site in Cottondale, Florida, the Interstate Lead Company site in Leeds, Alabama, the Peak Oil site in Tampa, Florida, the R&H Oil site in San Antonio, Texas, the SoGreen/Parramore site in Tifton, Georgia, the Jensen Drive site in Houston, Texas, the Chemetco site in Hartford, Illinois, the Ward Transformer site in Raleigh, North Carolina, the Bailey Metal Processors, Inc. site in Brady, Texas and the Poly-Cycle Industries, Inc. site in Tecula, Texas.
Environmental Matters We are the subject of civil actions regarding compliance with environmental law, or have received notices from the EPA or state agencies with similar responsibility, that we and numerous other parties are considered a PRP and may be obligated under CERCLA, or similar state statutes, to pay for the cost of remedial investigation, feasibility studies and ultimately remediation to correct alleged releases of hazardous substances at ten locations.
We are the subject of civil actions regarding compliance with environmental law, or have received notices from the EPA or state agencies with similar responsibility, that we and numerous other parties are considered a PRP and may be obligated under CERCLA, or similar state statutes, to pay for the cost of remedial investigation, feasibility studies and ultimately remediation to correct alleged releases of hazardous substances at ten locations.
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.
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.
Management believes that the outcome of the above-described environmental matters and other miscellaneous litigation and proceedings not referenced above now pending will not have a material adverse effect on our business, results of operations or financial condition. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 26 PART II
Management believes that the outcome of the above-described environmental matters and other miscellaneous litigation and proceedings not referenced above now pending will not have a material adverse effect on our business, results of operations or financial condition. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 27 PART II
Legal Proceedings On October 30, 2020, plaintiff Pacific Steel Group ("PSG") filed a suit in the United States 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 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.
Legal Proceedings On October 30, 2020, plaintiff PSG filed a suit in 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 our equipment suppliers.
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.
It is possible that an unfavorable resolution of this matter could have an adverse effect on our results of operations, financial position or cash flows.
These same allegations were initially brought in PSG's lawsuit pending 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 United States District Court for the Southern District of California (the "Southern District Court").
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").
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.
There, PSG seeks, among other things, a jury trial on its claims in addition to injunctive relief, compensatory damages of approximately $29 million for alleged lost profits, pre-judgment interest, fees and costs. Fact and 26 expert discovery are substantially complete.
The Company believes that 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.
We are confident we conducted our business appropriately, believe we have substantial defenses and intend to vigorously defend against PSG's claims. We have not recorded any liability for this matter as we do not believe a loss is probable, and cannot estimate any reasonably possible loss or range of possible loss.
Removed
There, PSG seeks, among other things, a jury trial on its claims in addition to injunctive relief, compensatory damages, fees and costs. Fact discovery is substantially complete and expert discovery is underway. As of the date of this Annual Report, no motions for summary judgment have been filed nor has a trial been scheduled.
Added
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 is also entitled to petition for and recover its attorneys' fees, costs and post-judgment interest.
Removed
The Company believes that 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.
Added
We are confident we conducted our business appropriately and intend to vigorously pursue all reasonably available avenues to have the verdict and judgment overturned, including by filing an appeal with the U.S. Court of Appeals for the Ninth Circuit within the statutory period.
Removed
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.
Added
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 consolidated financial statements.
Added
In the year ended August 31, 2025, we reported $362.3 million of litigation expense in the consolidated statements of earnings, which represents our estimate based on our understanding of the PSG judgment, PSG's attorneys' fees and other related costs, including post-judgment interest.
Added
This amount was classified as a current liability in the consolidated balance sheet as of August 31, 2025 because the timing of the potential payment is uncertain. All other legal expenses for the year ended August 31, 2025 and August 31, 2024 are reported within SG&A expenses.
Added
If the verdict and judgment are overturned through the appeals process, the expenses and related liability will be reversed in the same period the verdict and judgment are overturned. Our litigation defense costs are expensed as incurred. Although we are vigorously pursuing a reversal of the jury’s verdict and the judgment, the ultimate resolution is uncertain.
Added
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.
Added
On November 12, 2024, CMC Steel Fabricators, Inc., CMC Steel US, LLC and CMC Rebar West filed a motion for summary judgment, which was subsequently denied on September 29, 2025. This ruling does not represent a determination on the merits of the case. As of the date of this Annual Report, no trial has been scheduled.
Added
Environmental Matters 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, we have determined that we will disclose any such proceeding to which a governmental authority is a party if we reasonably believe such proceeding could result in monetary sanctions, exclusive of interest and costs, of at least $1.0 million.
Added
We believe that this threshold is reasonably designed to result in disclosure of environmental proceedings that are material to our business or financial condition. Applying this threshold, there were no environmental matters to disclose for this period.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+1 added−2 removed0 unchanged
Biggest changeWhile the Board currently intends to continue regular quarterly cash dividend payments, the Board's determination with respect to any future dividends will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the Board deems relevant at the time of such determination.
Biggest changeWhile the Board currently intends to continue regular quarterly cash dividends, future determinations will depend on our profitability, financial condition, contractual and legal restrictions and other factors the Board deems relevant. Based on its evaluation, the Board may decide not to declare a dividend or to declare dividends at lower rates than currently anticipated.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS The following table provides information about purchases of equity securities registered by the Company pursuant to Section 12 of the Exchange Act, as amended, made by the Company during the quarter ended August 31, 2024.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS The following table provides information about purchases of equity securities registered by the Company pursuant to Section 12 of the Exchange Act, as amended, made by the Company during the quarter ended August 31, 2025.
See Note 15, Capital Stock, in Part II, Item 8 of this Annual Report for more information on the share repurchase program.
See Note 15, Capital Stock, in Part II, Item 8 of this Annual Report for additional information on the share repurchase program.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET, STOCKHOLDERS AND DIVIDENDS Our common stock is traded on the New York Stock Exchange under the symbol CMC. The number of stockholders of record of CMC common stock at October 14, 2024 was 1,905.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET, STOCKHOLDERS AND DIVIDENDS Our common stock is traded on the New York Stock Exchange under the symbol CMC. The number of stockholders of record of CMC common stock as of October 14, 2025 was 1,803.
The share repurchase program does not require the Company to purchase any dollar amount or number of shares of CMC common stock and may be modified, suspended, extended or terminated by the Company at any time without prior notice.
On January 10, 2024, the Company announced that the Board authorized a $500.0 million increase to the existing share repurchase program. The share repurchase program does not require the Company to purchase any dollar amount or number of shares of CMC common stock and may be modified, suspended, extended or terminated by the Company at any time without prior notice.
In March 2024, our Board authorized an increase of $0.02 to our quarterly cash dividend, resulting in a $0.18 cash dividend per share of CMC common stock paid during the third and fourth quarters of 2024, compared to a quarterly cash dividend of $0.16 per share of CMC common stock paid during the first and second quarters of 2024 and during the year ended August 31, 2023.
In March 2024, our Board authorized a $0.02 increase to the quarterly cash dividend, raising it to $0.18 per share of CMC common stock. This increased dividend was paid during the third and fourth quarters of 2024 and throughout the year ended August 31, 2025.
Issuer Purchases of Equity Securities (1) Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs as of the End of Period June 1, 2024 - June 30, 2024 202,806 $ 53.02 202,806 $ 447,804,879 July 1, 2024 - July 31, 2024 391,949 56.15 391,949 425,797,663 August 1, 2024 - August 31, 2024 406,341 54.16 406,341 403,780,629 1,001,096 1,001,096 __________________________________ (1) On October 13, 2021, the Company announced that the Board authorized a share repurchase program under which the Company may repurchase up to $350.0 million of the Company's outstanding common stock.
Issuer Purchases of Equity Securities (1) Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs as of the End of Period June 1, 2025 - June 30, 2025 311,134 $ 46.54 311,134 $ 240,446,159 July 1, 2025 - July 31, 2025 348,209 52.14 348,209 222,289,726 August 1, 2025 - August 31, 2025 315,119 55.00 315,119 204,958,926 974,462 974,462 __________________________________ (1) On October 13, 2021, the Company announced that the Board authorized a share repurchase program under which the Company may repurchase up to $350.0 million of the Company's outstanding common stock.
On October 15, 2024, the Board declared CMC's 240th consecutive quarterly cash dividend. The dividend was declared at the rate of $0.18 per share of CMC common stock and is payable on November 14, 2024 to stockholders of record as of the close of business on October 31, 2024.
The dividend was declared at $0.18 per share of CM C common stock, payable on November 13, 2025 to stockholders of record as of the close of business on October 30, 2025.
Removed
Based on its evaluation of these factors, the Board may determine not to declare a dividend, or to declare dividends at rates that are less than currently anticipated.
Added
By comparison, a quarterly cash dividend of $0.16 per share of CMC common stock was paid during the first and second quarters of 2024. On October 15, 2025, the Board declared CMC's 244th consecutive quarterly cash dividend.
Removed
On January 10, 2024, the Company announced that the Board authorized an increase of $500.0 million to the existing share repurchase program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

91 edited+64 added−108 removed45 unchanged
Biggest changeSee Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report for more information regarding our credit arrangements and accounts receivable facility and Note 15, Capital Stock, in Part II, Item 8 of this Annual Report for more information on the share repurchase program. 2023 Compared to 2022 Our discussion and analysis of cash flows due to and from operating, investing and financing activities during 2023 as compared to 2022 can be found in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended August 31, 2023, which was filed with the SEC on October 12, 2023.
Biggest changeOur discussion and analysis of fiscal year 2024 compared to fiscal year 2023 can be found in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended August 31, 2024, which was filed with the SEC on October 17, 2024.
However, in the event of changes in business conditions or other developments, including a sustained market deterioration, unanticipated regulatory developments, significant acquisitions, competitive pressures, or to the extent our liquidity needs prove to be greater than expected or cash generated from operations is less than anticipated, we may need additional liquidity.
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.
Although there are many factors that can impact a segment’s adjusted EBITDA and, therefore, our overall earnings, 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.
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.
Based on the results of impairment tests performed in 2024, management does not believe that it is reasonably likely that our reporting units or indefinite-lived intangible assets will fail their respective impairment tests in the near term. See Note 6, Goodwill and Other Intangible Assets, in Part II, Item 8 of this Annual Report for additional information.
Further, based on the results of impairment tests performed in 2025, management does not believe that it is reasonably likely that our reporting units or indefinite-lived intangible assets will fail their respective impairment tests in the near term. See Note 6, Goodwill and Other Intangible Assets, in Part II, Item 8 of this Annual Report for additional information.
Judgments and estimates related to critical accounting policies used in the preparation of the consolidated financial statements include the following: Revenue Recognition Revenue from contracts where the Company provides fabricated rebar and installation services is recognized over time using an input method based on costs incurred compared to total estimated costs.
Judgments and estimates related to critical accounting policies used in the preparation of the consolidated financial statements include the following: Revenue Recognition Revenue from contracts where the Company provides fabrication and installation services is recognized over time using an input method based on costs incurred compared to total estimated costs.
The 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.
Evaluations of average selling price per ton and tons shipped for downstream products exclude post-tension cable, whic h 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.
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, invest in the development of our fourth micro mill, pay dividends and opportunistically repurchase shares.
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.
Important factors that could cause actual results to differ materially from our expectations include those described in Part I, Item 1A, Risk Factors and Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report as well as the following: • changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry; • rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of 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 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; 44 • 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; 45 • litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks; • risk of injury or death to employees, customers or other visitors to our operations; and • civil unrest, protests and riots.
Important factors that could cause actual results to differ materially from our expectations include those described in Part I, Item 1A, Risk Factors and Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report as well as the following: • changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry; • rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of 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 ESG matters, including any targets or other ESG, environmental justice or regulatory initiatives; • operating and startup risks, as well as market risks associated with the commissioning of new projects could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investments; • impacts from global public health crises on the economy, demand for our products, global supply chain and on our operations; • compliance with and changes in existing and future laws, regulations and other legal requirements and judicial decisions that govern our business, including increased environmental regulations associated with climate change and greenhouse gas emissions; • involvement in various environmental matters that may result in fines, penalties or judgments; 42 • 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 17, Commitments and Contingencies, in Part II, Item 8, and in Part I, Item 3, Legal Proceedings of this Annual Report; • risk of injury or death to employees, customers or other visitors to our operations; and • civil unrest, protests and riots.
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 majority of the North America Steel Group and Europe Steel Group segments' downstream products selling pric es per ton are fixed at the beginning of a project and these projects last one to two years on average.
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.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important 43 factors that c ould 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.
Management determined it was more likely than not that the fair values of the reporting units which were assessed using a qualitative approach exceeded their respective carrying values. The remaining two reporting units, both within the North America Steel Group segment, were tested for impairment using a quantitative approach.
Management determined it was more likely than not that the fair values of the reporting units which were assessed using a qualitative approach exceeded their respective carrying values. The remaining two reporting units, one within the North America Steel Group segment and one within the Emerging Businesses Group segment, were tested for impairment using a quantitative approach.
Specifically, for the North America Steel Group segment and the Europe Steel Group segment we focus on changes in average selling price per ton and tons shipped compared to the prior year 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 these reportable segments.
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.
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.
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.
At August 31, 2024, we had committed $44.8 million under these arrangements, of which $0.9 million reduced availability under the Revolver (as defined in Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report). CONTINGENCIES In the ordinary course of conducting our business, we become involved in litigation, administrative proceedings and governmental investigations, including environmental matters.
At August 31, 2025, we had committed $38.5 million under these arrangements, of which $1.0 million reduced availability under the Revolver (as defined in Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report). CONTINGENCIES In the ordinary course of conducting our business, we become involved in litigation, administrative proceedings and governmental investigations, including environmental matters.
For 2024 and 2023, the annual goodwill impairment analyses did not result in impairment charges.
For 2025 and 2024, the annual goodwill impairment analyses did not result in impairment charges.
Of the purchase obligations due within the twelve months following August 31, 2024, approximately 23% were for consumable production inputs, such as alloys, 21% were for the construction of our fourth micro mill, 19% were for commodities and 14% were for capital expenditures in connection with normal business operations.
Of the purchase obligations due within the twelve months following August 31, 2025, approximately 24% were for consumable production inputs, such as alloys, 23% were for the construction of our fourth micro mill, 15% were for commodities and 14% were for capital expenditures in connection with normal business operations.
We base our judgment of the recoverability of our deferred tax assets primarily on historical earnings, our estimate of current and expected future earnings, prudent and feasible tax planning strategies and current and future ownership changes. At August 31, 2024 and 2023, we had valuation allowances of $256.8 million and $280.5 million, respectively, against our deferred tax assets.
We base our judgment of the recoverability of our deferred tax assets primarily on historical earnings, our estimate of current and expected future earnings, prudent and feasible tax planning strategies and current and future ownership changes. At August 31, 2025 and 2024, we had valuation allowances of $253.2 million and $256.8 million, respectively, against our deferred tax assets.
We may incur settlements, fines, penalties or judgments because of 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 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 currently own or lease, and in the past we have owned or leased, properties for use in our operations.
Solid and Hazardous Waste We currently own or lease, and in the past we have owned or leased, properties for use in our operations.
An increase or decrease in input costs can impact profitability of these products when there is no corresponding change in selling prices.
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.
As of the 2024 annual impairment test date, the Company had $57.3 million of other indefinite-lived intangible assets within the Emerging Businesses Group segment, of which $54.1 million were tested for impairment using a quantitative approach.
As of the 2025 annual impairment test date, the Company had $57.9 million of other indefinite-lived intangible assets within the Emerging Businesses Group segment, of which $54.7 million were tested for impairment using a quantitative approach.
Of the products evaluated based on 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.
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 special sections and other steel products, such as billets and wire rod, and downstream products include fabricated reb ar, steel fence posts and wire mesh.
We may incur settlements, fines, penalties or judgments in connection with some of these matters. While we are unable to estimate the ultimate dollar amount of exposure or loss in connection with these matters, we make accruals when a loss is probable and the amount can be reasonably estimated.
While we are unable to estimate the ultimate dollar amount of exposure or loss in connection with these matters, we make accruals when a loss is probable and the amount can be reasonably estimated.
The statements in this report that are not historical statements are forward-looking statements and address activities, events or developments that may occur in the future, including (without limitation) such matters as activities related 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, 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, 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 timeline for execution of our growth plan and our expectations or beliefs concerning future events.
The statements in this report that are not historical statements are forward-looking statements and address activities, events or developments that may occur in the future, including (without limitation) such matters as activities related to the proposed acquisitions of CP&P and Foley and the timing thereof, the ability to obtain regulatory approvals and meet other closing conditions for the proposed acquisitions, the expected benefits of the proposed acquisitions, 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 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, including our TAG operational and commercial excellence program, and our expectations or beliefs concerning future events.
As of the 2024 annual impairment test date, the Company had goodwill of $383.9 million related to three reporting units within the North America Steel Group segment, one reporting unit within the Europe Steel Group segment and four reporting units within the Emerging Businesses Group segment.
As of the 2025 annual impairment test date, the Company had goodwill of $386.5 million related to three reporting units within the North America Steel Group segment, five reporting units within the Emerging Businesses Group segment and one reporting unit within the Europe Steel Group segment.
See Note 11, Fair Value, in Part II, Item 8 of this Annual Report for more information on the Level 3 commodity derivatives. 43 Contingencies In the ordinary course of conducting our business, we become involved in litigation, administrative proceedings and governmental investigations, including environmental matters.
See Note 11, Fair Value, in Part II, Item 8 of this Annual Report for more information on the Level 3 commodity derivatives. Contingencies In the ordinary course of conducting our business, we become involved in litigation, administrative proceedings and governmental investigations, including environmental matters. We may incur settlements, fines, penalties or judgments in connection with some of these matters.
Of the purchase obligations due thereafter, 69% were for commodities and 9% were for the construction of our fourth micro mill. The remainder of the purchase obligations are for goods and services in the normal course of business.
Of the purchase obligations due thereafter, 55% were for commodities, 15% were for the construction of our fourth micro mill and 14% were for investments in information technology. The remainder of the purchase obligations are for goods and services in the normal course of business.
See Note 12, Income Tax, in Part II, Item 8 of this Annual Report for further discussion of our effective tax rate. SEGMENT OPERATING DATA All amounts are computed and presented in a manner that is consistent with the basis in which we internally disaggregate financial information for the purpose of making operating decisions.
SEGMENT OPERATING DATA All amounts are computed and presented in a manner that is consistent with how we internally disaggregate financial information for the purpose of making operating decisions. See Note 19, Segment Information, in Part II, Item 8 of this Annual Report for further information on how we evaluate financial performance of our segments.
See discussions below, labeled North America Steel Group, Europe Steel Group and Emerging Businesses Group within the Segment Operating Data section, for further information on our net sales results. During 2024, we achieved net earnings of $485.5 million, a decrease of $374.3 million, or 44%, compared to 2023.
See discussions below, labeled North America Steel Group, Emerging Businesses Group and Europe Steel Group within the Segment Operating Data section, for further information on our net sales results. During 2025, we reported net earnings of $84.7 million, a decrease of $400.8 million, or 83%, compared to 2024.
Six reporting units, which, as of the 2024 annual impairment test date, comprised $5.0 million of goodwill within the North America Steel Group segment, $4.1 million of goodwill within the Europe Steel Group segment and $262.4 million of goodwill within the Emerging Businesses Group segment, were assessed for impairment using a qualitative approach.
Seven reporting units, which, as of the 2025 annual impairment test date, comprised $45.7 million of goodwill within the North America Steel Group segment, $70.3 million of goodwill within the Emerging Businesses Group segment and $4.3 million of goodwill within the Europe Steel Group segment, were assessed for impairment using a qualitative approach.
See Note 17, Commitments and Contingencies, in Part II, Item 8 of this Annual Report for more information on pending litigation and other matters. Other Accounting Policies and New Accounting Pronouncements See Note 1, Nature of Operations and Summary of Significant Accounting Policies, in Part II, Item 8 of this Annual Report.
See Note 17, Commitments and Contingencies, in Part II, Item 8 of this Annual Report for more information on pending litigation and other matters.
We believe that recycled materials are commodities that are diverted by recyclers, such as us, from the solid waste streams because of their inherent value and thus should be treated like products rather than wastes.
We believe that recycled materials are commodities that are diverted by recyclers, such as us, from the solid waste streams because of their inherent value and thus should be treated like products rather than wastes. They are identified, purchased, sorted, processed and sold by us in accordance with carefully established industry specifications.
LIQUIDITY AND CAPITAL RESOURCES Sources of Liquidity and Capital Resources Our cash flows from operating activities are our principal sources of liquidity and result primarily from sales of products offered by the vertically integrated operations in the North America Steel Group segment and the Europe Steel Group segment, products offered by our Emerging Businesses Group segment and related materials and services, as described in Part I, Item 1, Business, of this Annual Report.
For more information about the contingent litigation-related loss, see Note 17, Commitments and Contingencies, in Part II, Item 8 of this Annual Report. 34 LIQUIDITY AND CAPITAL RESOURCES Sources of Liquidity and Capital Resources Our cash flows from operating activities are our principal sources of liquidity and result primarily from sales of products offered by the vertically integrated operations in our North America Steel Group and the Europe Steel Group segments, products and solutions offered by our Emerging Businesses Group segment and related materials and services that support these offerings, as described in Part I, Item 1, Business, of this Annual Report.
Interest payable on our long-term debt was $43.4 million due in the twelve months following August 31, 2024 and $343.4 million due thereafter.
Interest payable on our long-term debt was $49.7 million due in the twelve months following August 31, 2025 and $342.3 million due thereafter.
Refer to the "Risk Factors" disclosed in our periodic and current reports filed with the SEC for information regarding additional risks which would cause actual results to be significantly different from those expressed or implied by these forward-looking statements.
Refer to the "Risk Factors" disclosed in Part I, Item 1A, Risk Factors in this Annual Report for information regarding additional risks which would cause actual results to be significantly different from those expressed or implied by these forward-looking statements.
If these assets were for sale, our estimates of their values could be significantly different because of market conditions, specific transaction terms and a buyer's perspective on future cash flows. During 2024, there were no events or circumstances that triggered an impairment review.
If these assets were for sale, our estimates of their values could be significantly different because of market conditions, specific transaction terms and a buyer's perspective on future cash flows. During 2025, the Company recorded an immaterial impairment charge related to specific equipment; however, no broader events or circumstances triggered a recoverability assessment for property, plant and equipment.
The operational data by product category presented in the North America Steel Group and Europe Steel Group tables below is calculated using averages during each period presented. 31 2024 Compared to 2023 North America Steel Group Year Ended August 31, (in thousands, except per ton amounts) 2024 2023 Net sales to external customers $ 6,309,730 $ 6,704,305 Adjusted EBITDA 946,350 1,328,431 External tons shipped Raw materials 1,452 1,390 Rebar 2,024 1,967 Merchant bar and other 945 942 Steel products 2,969 2,909 Downstream products 1,394 1,466 Average selling price per ton Raw materials $ 874 $ 840 Steel products 882 977 Downstream products 1,346 1,425 Cost of ferrous scrap utilized per ton $ 348 $ 349 Steel products metal margin per ton 534 628 Net sales to external customers in our North America Steel Group segment decreased $394.6 million, or 6%, in 2024 compared to 2023.
The operational data by product category presented in the North America Steel Group and Europe Steel Group tables below is calculated using average values for each period presented. 32 North America Steel Group Year Ended August 31, (in thousands, except per ton amounts) 2025 2024 Net sales to external customers $ 6,083,849 $ 6,309,730 Adjusted EBITDA 742,485 944,388 External tons shipped Raw materials 1,410 1,452 Rebar 2,130 2,024 Merchant bar and other 992 945 Steel products 3,122 2,969 Downstream products 1,375 1,394 Average selling price per ton Raw materials $ 876 $ 874 Steel products 842 882 Downstream products 1,226 1,346 Cost of ferrous scrap utilized per ton $ 333 $ 348 Steel products metal margin per ton 509 534 Net sales to external customers in our North America Steel Group segment decreased $225.9 million, or 4%, in 2025 compared to 2024.
The fair values of the indefinite-lived intangible assets exceeded their carrying values in excess of 30%. The difference in the value of indefinite-lived intangible assets between the 2024 annual impairment test date and August 31, 2024 was due to foreign currency translation adjustments.
The fair values of the indefinite-lived intangible assets exceeded their carrying values by approximately 10%. The difference in the value of indefinite-lived intangible assets between the 2025 annual impairment test date and August 31, 2025 was due to foreign currency translation adjustments. Based on the 40 Company’s annual impairment testing of the indefinite-lived intangible assets, no impairment charges were recognized.
During 2024, 2023 and 2022, we repurchased $182.9 million, $101.4 million and $161.9 million, respectively, of shares of CMC common stock. We had remaining authorization to repurchase $403.8 million of shares of CMC common stock at August 31, 2024.
During 2025, 2024 and 2023, we repurchased $198.8 million, $182.9 million and $101.4 million, respectively, of shares of CMC common stock. Under the share repurchase program, we had remaining authorization to repurchase $205.0 million of 35 shares of CMC common stock as of August 31, 2025.
See Part I, Item 1, Business, of this Annual Report for further information regarding our business and reportable segments. 27 Key Performance Indicators When evaluating our results for the period, 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 of the prior year.
Key Performance Indicators When evaluating our results, we compare net sales, in the aggregate and for each of our reportable segments, in the current period to net sales in the corresponding period.
See Note 2, Changes in Business, in Part II, Item 8 of this Annual Report for more information about the Company's acquisitions.
See Note 20, Subsequent Events, in Part II, Item 8 of this Annual Report for information regarding the Company's pending acquisitions.
See Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report for additional information. 36 (in thousands) Total Facility Availability Cash and cash equivalents $ 857,922 $ 857,922 Notes due from 2030 to 2032 900,000 (1) Revolver 600,000 599,053 Series 2022 Bonds, due 2047 145,060 — Poland credit facilities 154,795 152,439 Poland accounts receivable facility 74,301 74,301 __________________________________ (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.
(in thousands) Total Facility Availability Cash and cash equivalents $ 1,043,252 $ 1,043,252 Notes due from 2030 to 2032 900,000 (1) Revolver 600,000 599,030 Series 2022 Bonds, due 2047 145,060 — Series 2025 Bonds, due 2032 (2) 150,000 — Poland credit facilities 164,474 161,808 Poland accounts receivable facility 78,947 78,947 __________________________________ (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.
Emerging Businesses Group Year Ended August 31, (in thousands) 2024 2023 Net sales to external customers $ 717,397 $ 721,746 Adjusted EBITDA 129,530 138,985 Net sales to external customers in our Emerging Businesses Group segment remained relatively flat in 2024 compared to 2023.
Emerging Businesses Group Year Ended August 31, (in thousands) 2025 2024 Net sales to external customers $ 747,486 $ 717,397 Adjusted EBITDA 137,721 129,530 Net sales to external customers in our Emerging Businesses Group segment increased $30.1 million, or 4%, in 2025 compared to 2024.
The change in reportable segments during the first quarter of 2024 did not alter the discussion previously provided. Contractual Obligations and Commitments Our material cash commitments from known contractual and other obligations primarily consist of obligations for long-term debt and related interest, leases for properties and equipment and purchase obligations as part of normal operations.
Contractual Obligations and Commitments Our material cash commitments from known contractual and other obligations primarily consist of obligations for long-term debt and related interest, leases for properties and equipment, construction of our fourth micro mill and other purchase obligations as part of normal operations.
Of these amounts, $10.0 million and $13.3 million at August 31, 2024 and 2023, respectively, relate to net operating loss and credit carryforwards in certain state jurisdictions that are subject to estimation.
Of these amounts, $12.1 million and $10.0 million at August 31, 2025 and 2024, respectively, relate to net operating loss and credit carryforwards in certain state jurisdictions that are subject to estimation. The remaining valuation allowance primarily relates to net operating loss carryforwards in certain foreign jurisdictions, which the Company does not expect to realize.
Additionally, we have a U.S. federal repatriation tax obligation resulting from the repatriation tax provisions of the Tax Cuts and Jobs Act ("TCJA"), of which $5.5 million was due in the twelve months following August 31, 2024 and $6.9 million is due thereafter. 38 As of August 31, 2024, our undiscounted purchase obligations were approximately $720 million due in the next twelve months and $340 million due thereafter under purchase orders and "take or pay" arrangements.
Additionally, we have a U.S. federal repatriation tax obligation resulting from the repatriation tax provisions of the Tax Cuts and Jobs Act ("TCJA"), of which the remaining $6.9 million is due in the twelve months following August 31, 2025.
We record liabilities for litigation-related losses when a loss is probable and we can reasonably estimate the amount of the loss. We evaluate the measurement of recorded liabilities each reporting period based on the current facts and circumstances specific to each matter.
We record liabilities for litigation-related losses when a loss is probable, and we can reasonably estimate the amount of the loss.
Adjustments to inventory may be due to changes in price levels, assumptions about market conditions, obsolescence, damage, physical deterioration and other causes. Any adjustments required to reduce the carrying value of inventory to net realizable value are recorded as a charge to cost of goods sold within the consolidated statements of earnings.
Any adjustments required to reduce the carrying value of inventory to net realizable value are recorded as a charge to cost of goods sold within the consolidated statements of earnings.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and the accompanying notes contained in this Annual Report. OVERVIEW CMC is an innovative solutions provider helping build a stronger, safer and more sustainable world.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and the accompanying notes contained in this Annual Report. Our discussion and analysis of fiscal year 2025 compared to fiscal year 2024 is included herein.
Acquisitions The Company accounts for business combinations under the acquisition method of accounting, which requires assets acquired and liabilities assumed to be recorded at their estimated fair value at the date of acquisition. The fair value is estimated by the Company using valuation techniques and Level 3 inputs, including expected future cash flows and discount rates.
As of August 31, 2025, the inventory valuation reserve was immaterial. 39 Acquisitions The Company accounts for business combinations under the acquisition method of accounting, which requires assets acquired and liabilities assumed to be recorded at their estimated fair value at the date of acquisition.
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.
Refer to Note 14, Employees' Retirement Plans, in Part II, Item 8 of this Annual Report for more information on the BRP. 37 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.
The cost of ferrous scrap utilized per ton, the largest single driver of cost of goods sold for both steel products and downstream products, remained stable year-over-year.
The reduction in average selling prices per ton for steel and downstream products outpaced the 4% year-over-year decrease in the cost of ferrous scrap utilized per ton, the largest single driver of cost of goods sold for both steel and downstream products, resulting in metal margin compression compared to 2024.
See Note 2, Changes in Business, in Part II, Item 8 of this Annual Report for more information about the acquired recycling operations.
Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions. See Note 2, Changes in Business, in Part II, Item 8 of this Annual Report for more information about the Company's prior acquisitions.
See Note 15, Capital Stock, in Part II, Item 8, of this Annual Report for more information on the share repurchase program.
See Note 15, Capital Stock, in Part II, Item 8, of this Annual Report for more information on the share repurchase program. In March 2024, our Board authorized a $0.02 increase to the quarterly cash dividend, raising it to $0.18 per share of CMC common stock.
The expenses included the cost of disposal, environmental personnel at various divisions, permit and license fees, accruals and payments for studies, tests, assessments, remediation, consultant fees, baghouse dust removal and various other expenses. In addition, during 2024, we spent approximately $5.0 million in capital expenditures related to costs directly associated with environmental compliance.
We incurred environmental expenses of $58.4 million, $54.9 million and $49.3 million for 2025, 2024 and 2023, respectively. The expenses included the cost of disposal, environmental personnel at various divisions, permit and license fees, accruals and payments for studies, tests, assessments, remediation, consultant fees, baghouse dust removal and various other expenses.
RESULTS OF OPERATIONS SUMMARY Year Ended August 31, (in thousands, except per share data) 2024 2023 2022 Net sales $ 7,925,972 $ 8,799,533 $ 8,913,481 Net earnings 485,491 859,760 1,217,262 Diluted earnings per share 4.14 7.25 9.95 2024 Compared to 2023 Net sales during 2024 decreased $873.6 million, or 10%, compared to 2023.
RESULTS OF OPERATIONS SUMMARY Year Ended August 31, (in thousands, except per share data) 2025 2024 Net sales $ 7,798,480 $ 7,925,972 Net earnings 84,662 485,491 Diluted earnings per share 0.74 4.14 31 Net sales during 2025 decreased $127.5 million, or 2%, compared to 2024.
Our accrued environmental liabilities were $3.4 million and $4.5 million as of August 31, 2024 and 2023, respectively, of which $1.9 million and $2.0 million were classified as other noncurrent liabilities within the Company's consolidated balance sheets as of August 31, 2024 and 2023, respectively.
In addition, during 2025, we spent $4.7 million in capital expenditures related to costs directly associated with environmental compliance. Our accrued environmental liabilities were $3.4 million as of August 31, 2025 and 2024, of which $1.9 million were classified as other noncurrent liabilities within the consolidated balance sheets as of August 31, 2025 and 2024.
However, average selling prices decreased for both steel products and downstream products, as explained above. 32 Europe Steel Group Year Ended August 31, (in thousands, except per ton amounts) 2024 2023 Net sales to external customers $ 848,566 $ 1,328,791 Adjusted EBITDA 22,517 48,473 External tons shipped Rebar 364 684 Merchant bar and other 870 1,043 Steel products 1,234 1,727 Average selling price per ton Steel products $ 663 $ 749 Cost of ferrous scrap utilized per ton $ 383 $ 395 Steel products metal margin per ton 280 354 Net sales to external customers in our Europe Steel Group segment decreased $480.2 million, or 36%, in 2024 compared to 2023.
Additionally, we incurred approximately $3 million of startup costs associated with CMC Bridge Systems in 2025. 33 Europe Steel Group Year Ended August 31, (in thousands, except per ton amounts) 2025 2024 Net sales to external customers $ 918,320 $ 848,566 Adjusted EBITDA 69,282 22,517 External tons shipped Rebar 412 364 Merchant bar and other 944 870 Steel products 1,356 1,234 Average selling price per ton Steel products $ 647 $ 663 Cost of ferrous scrap utilized per ton $ 357 $ 383 Steel products metal margin per ton 290 280 Net sales to external customers in our Europe Steel Group segment increased $69.8 million, or 8%, in 2025 compared to 2024.
We did not include estimated payments related to the BRP in the above description of contractual obligations and commitments. Refer to Note 14, Employees' Retirement Plans, in Part II, Item 8 of this Annual Report for more information on the BRP.
We did not include estimated payments related to the BRP in the above description of contractual obligations and commitments.
Steel products metal margin per ton decreased $79 per ton, or 18%, in 2023 compared to 2022, due to the decline in steel products average selling prices per ton described above, which outpaced the decrease in cost of ferrous scrap utilized per ton.
Also contributing to the improvement in adjusted EBITDA was an expansion in steel products metal margin of $10 per ton, or 4%, in 2025 compared to 2024, due to the reduction in the cost of ferrous scrap utilized per ton outpacing the decline in steel products average selling prices per ton described above.
Offsetting the impact of the decrease in steel products metal margin per ton and lower shipment volumes, results during 2024 benefited from government assistance programs established to offset the rising costs of electricity and natural gas and the indirect costs of rising carbon emission rights included in energy costs.
Results in 2025 also benefited from government assistance programs established to offset rising costs of electricity and natural gas, due to the indirect costs of rising carbon emission rights included in energy costs. The government assistance recognized under these programs during 2025 was $78.7 million, compared to $69.4 million in 2024.
On October 15, 2024, our Board declared CMC's 240th quarterly cash dividend. The dividend was declared at the rate of $0.18 per share of CMC common stock and is payable on November 14, 2024 to stockholders of record as of the close of business on October 31, 2024.
The dividend was declared at $0.18 per sh are of CMC common stock, and is payable on November 13, 2025 to stockholders of record as of the close of business on October 30, 2025. During 2025, 2024 and 2023, we paid $81.4 million, $78.9 million and $74.9 million, respectively, of cash dividends to our stockholders.
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 construction across a wide variety of applications, including infrastructure, non-residential, residential, industrial and energy generation and transmission.
OVERVIEW CMC has grown into 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.
This decrease was primarily due to a 29% year-over-year reduction in steel products shipment volumes and a reduction in steel products average selling price per ton of 11% in 2024 as compared to 2023.
The decrease in net sales to external customers was primarily due to a decrease in the average selling price per ton for steel products and downstream products of 5% and 9%, respectively, year-over-year, as well as lower shipment volumes for raw materials and downstream products.
The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions.
The fair value is estimated by the Company using valuation techniques and Level 3 inputs, including expected future cash flows and discount rates. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed, if any, is recorded as goodwill.
As of August 31, 2024 and 2023, 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. 37 2024 Compared to 2023 Operating Activities Net cash flows from operating activities were $899.7 million and $1.3 billion in 2024 and 2023, respectively.
As of August 31, 2025 and 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 above under "Business Conditions and Developments," each of the CP&P and Foley Acquisitions are currently pending.
The remaining valuation allowance primarily relates to net operating loss carryforwards in certain foreign jurisdictions, which the Company does not expect to realize. 41 Inventory Cost We state inventories at the lower of cost or net realizable value, which is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.
Inventories We state inventories at the lower of cost or net realizable value, which is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Adjustments to inventory may be due to changes in price levels, assumptions about market conditions, obsolescence, damage, physical deterioration and other causes.
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 13% of total receivables at August 31, 2024. The table below reflects our sources, facilities and availability of liquidity as of August 31, 2024.
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 as of August 31, 2025.
At August 31, 2024, we believe we were in compliance with all covenants contained in our credit arrangements.
Our credit arrangements require compliance with certain non-financial and financial covenants, including an interest coverage ratio and a debt to capitalization ratio. At August 31, 2025, we believe we were in compliance with all covenants contained in our credit arrangements.
See Note 19, Segment Information, in Part II, Item 8 of this Annual Report for further information on how we evaluate financial performance of our segments.
See Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report for additional information.
The effect of foreign currency translation was a decrease in adjusted EBITDA of approximately $18.2 million during 2024.
The effect of foreign currency translation on adjusted EBITDA was immaterial in 2025.
Historically, the amounts that we have ultimately paid for such remediation activities have not been material.
We have accrued for these liabilities based upon our best estimates. The amounts paid and the expenses incurred on these sites for 2025, 2024 and 2023 were not material. Historically, the amounts that we have ultimately paid for such remediation activities have not been material.
Corporate and Other Year Ended August 31, (in thousands) 2024 2023 Adjusted EBITDA loss $ (127,758) $ (131,185) Corporate and Other adjusted EBITDA loss decreased by $3.4 million in 2024 compared to 2023.
Corporate and Other Year Ended August 31, (in thousands) 2025 2024 Adjusted EBITDA loss $ (508,765) $ (127,758) Corporate and Other adjusted EBITDA loss increased by $381.0 million in 2025 compared to 2024 primarily due to a $362.3 million contingent litigation-related loss recorded in connection with the PSG litigation.
Because the selling price generally remains fixed over the life of a project, changes in input costs over the life of the project can significantly impact profitability. BUSINESS CONDITIONS AND DEVELOPMENTS Change in Reportable Segments During the first quarter of 2024, we changed our reportable segments to reflect a change in the manner in which our business is managed.
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.
Based on currently available information, which is in many cases preliminary and incomplete, we had immaterial amounts accrued as of both August 31, 2024 and 2023, in connection with CERCLA sites. We have accrued for these liabilities based upon our best estimates. The amounts paid and the expenses incurred on these sites for 2024, 2023 and 2022 were not material.
We are currently involved in the investigation and remediation of several such properties, and we have been named as a PRP by governmental entities at a number of contaminated sites. 38 Superfund Based on currently available information, which is in many cases preliminary and incomplete, we had immaterial amounts accrued as of both August 31, 2025 and 2024, in connection with CERCLA sites.
Adjusted EBITDA is the sum of the Company's earnings before interest expense, income taxes, depreciation and amortization and impairment expense.
Adjusted EBITDA is the sum of the Company's earnings before interest expense, income taxes, depreciation and amortization expense, impairment expense and 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.
See Note 12, Income Tax, in Part II, Item 8 of this Annual Report for further discussion of our effective tax rate. 2023 Compared to 2022 Net sales during 2023 remained relatively flat compared to 2022.
S ee Note 12, Income Tax, in Part II, Item 8 of this Annual Report for further discussion of our effective tax rate. For more information about the contingent litigation-related loss, see Note 17, Commitments and Contingencies, in Part II, Item 8 of this Annual Report.
See Note 2, Changes in Business, in Part II, Item 8, of this Annual Report for more information on the acquisitions of Tensar and CMC Anchoring Systems.
See Note 20, Subsequent Events, in Part II, Item 8 of this Annual Report for information regarding the Commitment Letter.
The new facility, located in Mesa, Arizona, replaced the rebar capacity at our Rancho Cucamonga, California mill, which was sold during 2022, and allows us to meet underlying West Coast and Pacific Northwest demand for steel products.
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.
We continually review our capital resources to determine whether we can meet our short and long-term goals.
See Note 8, Credit Arrangements, in Part II, Item 8 of this Annual Report 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed3 unchanged
Biggest changeWe also enter into energy derivatives to mitigate the risk of unanticipated declines in gross margin due to the price volatility of electricity and natural gas. 46 The fair value of our commodity futures contract commitments and energy derivatives as of August 31, 2024 were as follows: Commodity Exchange Long/ Short Total Contract Volumes Range or Amount of Hedge Rates per unit Total Contract Fair Value (1) (in thousands) Aluminum London Metal Exchange Long 1,225 MT $ 2,477.00 — $ 2,500.00 $ (37) Copper New York Mercantile Exchange Long 624 MT $ 399.35 — $ 469.00 10 Copper New York Mercantile Exchange Short 9,321 MT $ 398.05 — $ 509.10 2,223 Electricity N/A (2) Long 3,112,000 MW(h) PLN 244.08 — PLN 744.64 38,029 Natural Gas New York Mercantile Exchange Long 5,190,700 MMBtu $ 3.17 — $ 5.75 (3,603) $ 36,622 __________________________________ MT = Metric ton MW(h) = Megawatt hour MMBtu = Metric Million British thermal unit (1) All commodity futures contract commitments mature within one year, except for the electricity and natural gas contract commitments, which have maturity dates extending to December 31, 2034 and August 31, 2027, respectively.
Biggest changeThe fair value of our commodity futures contract commitments and energy derivatives as of August 31, 2025 were as follows: Commodity Exchange Long/ Short Total Contract Volumes Range or Amount of Hedge Rates per unit Total Contract Fair Value (1) (in thousands) Copper New York Mercantile Exchange Long 261 MT $ 441.00 — $ 588.55 $ (77) Copper New York Mercantile Exchange Short 6,169 MT $ 441.45 — $ 600.00 5,230 Electricity N/A (2) Long 2,859,000 MW(h) PLN 248.96 — PLN 744.64 53,443 Natural Gas New York Mercantile Exchange Long 4,832,000 MMBtu $ 3.17 — $ 5.75 177 $ 58,773 __________________________________ MT = Metric ton MW(h) = Megawatt hour MMBtu = Million British thermal unit (1) All commodity futures contract commitments mature within one year, except for the electricity and natural gas contract commitments, which have maturity dates extending to December 31, 2034 and August 31, 2028, respectively.
We base pricing in some of our sales and purchase contracts on metal commodity futures exchange quotes, which we determine at the beginning of the contract. Due to the volatility of the metal commodity indexes, we enter into metal commodity futures contracts for copper and aluminum.
We base pricing in some of our sales and purchase contracts on metal commodity futures exchange quotes, which we determine at the beginning of the contract. Due to the volatility of the metal commodity indexes, we enter into metal commodity futures contracts for copper.
Also, see Note 1, Nature of Operations and Summary of Significant Accounting Policies, in Part II, Item 8 of this Annual Report for additional information. We utilized foreign currency exchange forward contracts and commodity futures contracts during 2024 in accordance with our risk management program. None of the instruments were entered into for speculative purposes.
Also, see Note 1, Nature of Operations and Summary of Significant Accounting Policies, in Part II, Item 8 of this Annual Report for additional information. We utilized foreign currency exchange forward contracts and commodity futures contracts during 2025 in accordance with our risk management program. None of the instruments were entered into for speculative purposes.
(2) There is no exchange for the electricity derivatives as they are bilateral agreements with a counterparty. 47
(2) There is no exchange for the electricity derivatives as they are bilateral agreements with a counterparty. 44
We enter into currency exchange forward contracts as economic hedges of trade commitments denominated in currencies other than our reporting currency or the functional currency of our subsidiaries, including commitments denominated in PLN, USD, the euro ("EUR") and the Great British Pound ("GBP").
We enter into currency exchange forward contracts as economic hedges of trade commitments denominated in currencies other than our reporting currency or the functional currency of our subsidiaries, including commitments denominated in PLN, USD and the euro ("EUR").
These futures contracts mitigate the risk of unanticipated declines in gross margin due to the price volatility of the underlying commodities.
These futures contracts mitigate the risk of unanticipated declines in gross margin due to the price volatility of the underlying commodities. We also enter into energy derivatives to mitigate the risk of unanticipated declines in gross margin due to the price volatility of electricity and natural gas.
The fair value of our foreign currency exchange forward contract commitments as of August 31, 2024 were as follows: Functional Currency Foreign Currency Type Amount (in thousands) Type Amount (in thousands) Range of Hedge Rates (1) Total Contract Fair Value (in thousands) PLN 439,794 EUR 101,362 4.27 — 4.74 $ (207) PLN 6,858 USD 1,723 3.85 — 4.08 (42) USD 392 EUR 352 1.10 — 1.12 (3) USD 2,575 GBP 2,000 1.00 — 1.00 (50) USD 109,010 PLN 421,239 0.25 — 0.26 (1,164) $ (1,466) __________________________________ (1) Most foreign currency exchange forward contracts mature within one year.
The fair value of our foreign currency exchange forward contract commitments as of August 31, 2025 were as follows: Functional Currency Foreign Currency Type Amount (in thousands) Type Amount (in thousands) Range of Hedge Rates (1) Total Contract Fair Value (in thousands) PLN 540,927 EUR 125,400 4.22 — 4.55 $ (392) PLN 7,507 USD 1,950 3.65 — 4.17 (71) USD 131,859 PLN 497,643 0.26 — 0.27 4,451 $ 3,988 __________________________________ (1) Most foreign currency exchange forward contracts mature within one year.

Other CMC 10-K year-over-year comparisons