SEC Form 10-Q filed by Commercial Metals Company

1/8/26 12:20:26 PM ET

$CMC

Steel/Iron Ore

Industrials

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cmc-20251130

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-4304

___________________________________

COMMERCIAL METALS COMPANY

(Exact Name of Registrant as Specified in Its Charter)


Delaware			75-0725338
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification Number)

6565 N. MacArthur Blvd., Irving, Texas 75039

(Address of Principal Executive Offices) (Zip Code)

(214) 689-4300

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value

CMC

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of January 2, 2026, 110,907,418 shares of the registrant's common stock, par value $0.01 per share, were outstanding.

COMMERCIAL METALS COMPANY AND SUBSIDIARIES

TABLE OF CONTENTS



PART I — FINANCIAL INFORMATION			3

Item 1. Financial Statements			3
Condensed Consolidated Statements of Earnings (Loss) (Unaudited) - Three months ended November 30 , 2025 and 2024			3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - Three months ended November 3 0 , 2025 and 2024			4
Condensed Consolidated Balance Sheets (Unaudited) - November 30 , 2025 and August 31, 202 5			5
Condensed Consolidated Statements of Cash Flows (Unaudited) - Three months ended November 30 , 2025 and 2024			6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Three months ended November 30 , 2025 and 2024			8
Notes to Condensed Consolidated Financial Statements (Unaudited)			9
Note 1. Nature of Operations and Significant Accounting Policies			9
Note 2. Changes in Business			10
Note 3 . Accumulated Other Comprehensive Loss			11
Note 4. Revenue Recognition			11
Note 5. Inventories, Net			12
Note 6. Goodwill and Other Intangibles			13
Note 7. Credit Arrangements			15
Note 8. Derivatives			16
Note 9. Fair Value			17
Note 10. Income Tax			19
Note 1 1 . Stock-Based Compensation Plans			19
Note 1 2 . Stockholders' Equity and Earnings (Loss) Per Share			20
Note 1 3 . Commitments and Contingencies			20
Note 1 4 . Segment Information			21
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3. Quantitative and Qualitative Disclosures About Market Risk			35
Item 4. Controls and Procedures			35

PART II — OTHER INFORMATION			36

Item 1. Legal Proceedings			36
Item 1A. Risk Factors			36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 3. Defaults Upon Senior Securities			37
Item 4. Mine Safety Disclosures			37
Item 5. Other Information			37
Item 6. Exhibits			37
Signature			40


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) (UNAUDITED)
	Three Months Ended November 30,
(in thousands, except share and per share data)	2025		2024
Net sales	$	2,120,307	$	1,909,602
Costs and operating expenses:
Cost of goods sold	1,713,169		1,601,722
Selling, general and administrative expenses	195,620		177,858
Interest expense	24,848		11,322
Litigation expense	3,735		350,000
Net costs and operating expenses	1,937,372		2,140,902
Earnings (loss) before income taxes	182,935		(231,300)
Income tax expense (benefit)	5,653		(55,582)
Net earnings (loss)	$	177,282	$	(175,718)

Earnings (loss) per share:
Basic	$	1.60	$	(1.54)
Diluted	1.58		(1.54)

Average basic shares outstanding	111,068,704		114,053,455
Average diluted shares outstanding	112,252,205		114,053,455


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
	Three Months Ended November 30,
(in thousands)	2025		2024
Net earnings (loss)	$	177,282	$	(175,718)
Other comprehensive loss, net of income taxes:
Foreign currency translation adjustments	(2,425)		(34,957)
Derivatives:
Net unrealized holding gain	2,833		420
Reclassification for realized gain	(2,349)		(1,356)
Net unrealized gain (loss) on derivatives	484		(936)
Net other comprehensive loss on defined benefit pension plan	(25)		(10)
Total other comprehensive loss, net of income taxes	(1,966)		(35,903)
Comprehensive income (loss)	$	175,316	$	(211,621)


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share data)	November 30, 2025		August 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	1,023,038	$	1,043,252
Restricted cash	2,009,059		2,652
Accounts receivable (less allowance for doubtful accounts of $4,346 and $3,186)	1,199,746		1,201,680
Inventories, net	951,081		934,310
Prepaid and other current assets	324,367		312,924
Total current assets	5,507,291		3,494,818
Property, plant and equipment, net	2,810,208		2,742,773
Intangible assets, net	204,252		210,815
Goodwill	386,188		386,846
Other noncurrent assets	334,952		336,582
Total assets	$	9,242,891	$	7,171,834
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	361,419	$	358,373
Accrued contingent litigation-related loss	366,007		362,272
Other accrued expenses and payables	457,479		493,879
Current maturities of long-term debt	46,295		44,289
Total current liabilities	1,231,200		1,258,813
Deferred income taxes	175,764		184,645
Other noncurrent liabilities	218,176		225,044
Long-term debt	3,305,262		1,310,006
Total liabilities	4,930,402		2,978,508
Commitments and contingencies (Note 13)
Stockholders' equity:
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 111,007,693 and 111,189,136 shares	1,290		1,290
Additional paid-in capital	395,375		406,916
Accumulated other comprehensive loss	(27,217)		(25,251)
Retained earnings	4,664,396		4,507,114
Less treasury stock 18,052,971 and 17,871,528 shares at cost	(721,615)		(697,003)
Stockholders' equity	4,312,229		4,193,066
Stockholders' equity attributable to non-controlling interests	260		260
Total stockholders' equity	4,312,489		4,193,326
Total liabilities and stockholders' equity	$	9,242,891	$	7,171,834


Supplemental information:	Three Months Ended November 30,
(in thousands)	2025		2024
Cash paid (refund received) for income taxes	$	2,876	$	(3,031)
Cash paid for interest	14,509		11,270

Noncash activities:
Liabilities related to additions of property, plant and equipment	$	32,065	$	19,722
Right of use assets obtained in exchange for operating leases	7,127		10,574
Right of use assets obtained in exchange for finance leases	12,081		8,026

Cash and cash equivalents	$	1,023,038	$	856,104
Restricted cash	2,009,059		784
Total cash, restricted cash and cash equivalents	$	3,032,097	$	856,888


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
	Three Months Ended November 30, 2025
	Common Stock									Treasury Stock
(in thousands, except share and per share data)	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Number of Shares	Amount		Non-controlling Interest		Total
Balance, September 1, 2025	129,060,664	$	1,290	$	406,916	$	(25,251)	$	4,507,114	(17,871,528)	$	(697,003)	$	260	$	4,193,326
Net earnings								177,282							177,282
Other comprehensive loss						(1,966)									(1,966)
Dividends ($0.18 per share)								(20,000)							(20,000)
Treasury stock acquired and excise tax										(663,220)	(39,005)				(39,005)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes and other				(28,515)						481,777	14,393				(14,122)
Stock-based compensation				9,096											9,096
Reclassification of share-based liability awards				7,878											7,878

Balance, November 30, 2025	129,060,664	$	1,290	$	395,375	$	(27,217)	$	4,664,396	(18,052,971)	$	(721,615)	$	260	$	4,312,489


	Three Months Ended November 30, 2024
	Common Stock									Treasury Stock
(in thousands, except share and per share data)	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Number of Shares	Amount		Non-controlling Interest		Total
Balance, September 1, 2024	129,060,664	$	1,290	$	407,232	$	(85,952)	$	4,503,885	(14,956,607)	$	(526,679)	$	248	$	4,300,024
Net loss								(175,718)							(175,718)
Other comprehensive loss						(35,903)									(35,903)
Dividends ($0.18 per share)								(20,554)							(20,554)
Treasury stock acquired and excise tax										(919,481)	(50,529)				(50,529)
Issuance of stock under incentive and purchase plans, net of shares withheld for taxes				(39,987)						734,575	20,427				(19,560)
Stock-based compensation				7,628											7,628
Reclassification of share-based liability awards				9,909											9,909

Balance, November 30, 2024	129,060,664	$	1,290	$	384,782	$	(121,855)	$	4,307,613	(15,141,513)	$	(556,781)	$	248	$	4,015,297


	Three Months Ended November 30, 2025
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Pension Plans		Total AOCL
Balance, September 1, 2025	$	(28,922)	$	14,993	$	(11,322)	$	(25,251)
Other comprehensive income (loss) before reclassifications(1)	(2,425)		2,833		(25)		383
Reclassification for gain(2)	—		(2,349)		—		(2,349)
Net other comprehensive income (loss)	(2,425)		484		(25)		(1,966)
Balance, November 30, 2025	$	(31,347)	$	15,477	$	(11,347)	$	(27,217)


(in thousands)	North America Steel Group		Construction Solutions Group		Europe Steel Group		Consolidated
Goodwill, gross
Balance, September 1, 2025	$	126,915	$	265,523	$	4,608	$	397,046
Foreign currency translation	—		(652)		(6)		(658)
Balance, November 30, 2025	126,915		264,871		4,602		396,388

Accumulated impairment
Balance, September 1, 2025	(9,542)		(493)		(165)		(10,200)
Foreign currency translation	—		—		—		—
Balance, November 30, 2025	(9,542)		(493)		(165)		(10,200)

Goodwill, net
Balance, September 1, 2025	117,373		265,030		4,443		386,846
Foreign currency translation	—		(652)		(6)		(658)
Balance, November 30, 2025	$	117,373	$	264,378	$	4,437	$	386,188


	(in thousands)
Remainder of 2026	$	19,577
2027	26,008
2028	24,153
2029	19,491
2030	18,150


(in thousands)	Weighted Average Interest Rate as of November 30, 2025	November 30, 2025		August 31, 2025
2030 Notes	4.125%	$	300,000	$	300,000
2031 Notes	3.875%	300,000		300,000
2032 Notes	4.375%	300,000		300,000
2033 Notes	5.750%	1,000,000		—
2035 Notes	6.000%	1,000,000		—
Series 2022 Bonds, due 2047	4.000%	145,060		145,060
Series 2025 Bonds, due 2032	4.625%	150,000		150,000
Other	5.100%	10,109		10,108
Finance leases	5.221%	161,112		158,917
Total debt		3,366,281		1,364,085
Less unamortized debt issuance costs		(18,937)		(14,051)
Plus unamortized bond premium		4,213		4,261
Total amounts outstanding		3,351,557		1,354,295
Less current maturities of long-term debt		(46,295)		(44,289)
Long-term debt		$	3,305,262	$	1,310,006


(in thousands)	November 30, 2025		August 31, 2025
Trade names	$	54,631	$	54,813
In-process research and development	2,400		2,400
Non-compete agreements	750		750
Total	$	57,781	$	57,963


	November 30, 2025						August 31, 2025
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Developed technologies	$	153,584	$	64,966	$	88,618	$	153,844	$	60,882	$	92,962
Customer relationships	75,130		26,725		48,405		75,304		24,663		50,641
Patents	9,527		7,388		2,139		9,111		7,338		1,773
Lease rights	6,795		1,220		5,575		6,804		1,200		5,604
Other	6,101		4,367		1,734		6,084		4,212		1,872
Total	$	251,137	$	104,666	$	146,471	$	251,147	$	98,295	$	152,852


			Fair Value Measurements at Reporting Date Using
(in thousands)	Total		Level 1		Level 2		Level 3
As of November 30, 2025:
Assets:
Investment deposit accounts(1)	$	232,013	$	232,013	$	—	$	—
Commodity derivative assets	54,186		1,811		—		52,375
Foreign exchange derivative assets	1,070		—		1,070		—
Liabilities:
Commodity derivative liabilities	5,407		5,407		—		—
Foreign exchange derivative liabilities	949		—		949		—

As of August 31, 2025:
Assets:
Investment deposit accounts(1)	$	902,106	$	902,106	$	—	$	—
Commodity derivative assets	58,901		5,458		—		53,443
Foreign exchange derivative assets	4,809		—		4,809		—
Liabilities:
Commodity derivative liabilities	282		282		—		—
Foreign exchange derivative liabilities	821		—		821		—


	Floating rate (PLN)
	Low	High	Average
November 30, 2025	346	563	440
August 31, 2025	346	563	436


(in thousands)	Primary Location	November 30, 2025		August 31, 2025
Derivative assets:
Commodity	Prepaid and other current assets	$	11,634	$	14,957
Commodity	Other noncurrent assets	42,552		43,944
Foreign exchange	Prepaid and other current assets	1,070		4,809
Derivative liabilities:
Commodity	Other accrued expenses and payables	$	5,407	$	282
Commodity	Other noncurrent liabilities	—		—
Foreign exchange	Other accrued expenses and payables	902		809
Foreign exchange	Other noncurrent liabilities	47		12


Gain (Loss) on Derivatives Not Designated as Hedging Instruments (in thousands)		Three Months Ended November 30,
	Primary Location	2025		2024
Commodity	Cost of goods sold	$	(9,356)	$	3,742
Foreign exchange	SG&A expenses	1,113		(3,172)


Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Gain Recognized in OCI, Net of Income Taxes (in thousands)	Three Months Ended November 30,
	2025		2024
Commodity	$	2,832	$	412
Foreign exchange	1		8


Gain on Derivatives Designated as Cash Flow Hedging Instruments Reclassified from AOCL into Net Earnings (Loss) (in thousands)		Three Months Ended November 30,
	Primary Location	2025		2024
Commodity	Cost of goods sold	$	2,878	$	1,573
Foreign exchange	SG&A expenses	6		65


	Shares	Weighted Average Fair Value
Outstanding as of August 31, 2025	1,369,205	$	50.37
Granted	712,114	63.65
Vested	(722,150)	49.09
Forfeited	(11,171)	52.91
Outstanding as of November 30, 2025	1,347,998	$	58.05


	Three Months Ended November 30, 2025
(in thousands)	Reportable Segments Total		Corporate and Other		Consolidated Total
Depreciation and amortization	$	70,474	$	2,248	$	72,722
Capital expenditures	122,504		2,933		125,437
Assets	6,037,886		3,205,005		9,242,891


	Three Months Ended November 30,
(in thousands, except per share data)	2025		2024
Net sales	$	2,120,307	$	1,909,602
Net earnings (loss)	177,282		(175,718)
Diluted earnings (loss) per share	$	1.58	$	(1.54)


	Three Months Ended November 30,
(in thousands, except per ton amounts)	2025		2024
Net sales to external customers	$	1,661,058	$	1,518,637
Adjusted EBITDA	293,906		186,179

External tons shipped
Raw materials	384		339
Rebar	544		549
Merchant bar and other	251		241
Steel products	795		790
Downstream products	350		356

Average selling price per ton
Raw materials	$	900	$	874
Steel products	939		812
Downstream products	1,236		1,259

Cost of ferrous scrap utilized per ton	$	318	$	323
Steel products metal margin per ton	621		489


(in thousands)	Liquidity Sources and Facilities		Availability
Cash and cash equivalents	$	1,023,038	$	1,023,038
Notes due from 2030 to 2035	2,900,000		(1)
Revolver(2)	600,000		599,030
Series 2022 Bonds, due 2047	145,060		—
Series 2025 Bonds, due 2032	150,000		—
Poland credit facilities	164,253		162,144
Poland accounts receivable facility	78,841		78,841


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
September 1, 2025 - September 30, 2025	288,728	$	58.16	288,728	$	188,165,202
October 1, 2025 - October 31, 2025	278,221	58.96		278,221	171,760,277
November 1, 2025 - November 30, 2025	96,271	59.22		96,271	166,058,930
	663,220			663,220

SEC Form 10-Q filed by Commercial Metals Company

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