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0000022444FALSE00000224442023-01-092023-01-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 9, 2023
Commercial Metals Company
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-4304 75-0725338
(Commission File Number)
(IRS Employer Identification No.)
6565 N. MacArthur Blvd.
Irving, Texas
75039
(Address of Principal Executive Offices) (Zip Code)
(214) 689-4300
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨



Item 2.02 Results of Operations and Financial Condition.

On January 9, 2023, Commercial Metals Company (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal year 2023. A copy of the press release is attached hereto as Exhibit 99.1. The press release is incorporated by reference into this Item 2.02, and the foregoing description of the press release is qualified in its entirety by reference to Exhibit 99.1.

The information in this Item 2.02 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 7.01 Regulation FD Disclosure.

On January 9, 2023, the Company made available on its website a financial presentation regarding its financial results for the first quarter of fiscal year 2023. A copy of the financial presentation is attached hereto as Exhibit 99.2. The financial presentation is incorporated by reference into this Item 7.01, and the foregoing description of the financial presentation is qualified in its entirety by reference to Exhibit 99.2.

The information in this Item 7.01 of Form 8-K, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.



Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits
The following exhibits are being furnished as part of this Current Report on Form 8-K:
99.1
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
COMMERCIAL METALS COMPANY
   
Date: January 9, 2023   By: /s/ Paul J. Lawrence
  Name: Paul J. Lawrence
    Title: Senior Vice President and Chief Financial Officer
 





EX-99.1 2 cmc-11302022xearningsrelea.htm EX-99.1 Document

Exhibit No. 99.1
News Release newsreleaselogoa01a04a07a.jpg


COMMERCIAL METALS COMPANY REPORTS FIRST QUARTER FISCAL 2023 RESULTS

•First quarter net earnings of $261.8 million, or $2.20 per diluted share, increased 12% compared with $232.9 million, or $1.90 per diluted share, in the prior year period
•Core EBITDA of $425.0 million increased 30% from the prior year period
•Continued year-over-year growth in North America downstream backlog and project bidding volumes
•Historically strong Europe segment profitability benefiting from favorable cost structure driving market share gains
•Good progress on strategic growth initiatives; Arizona 2 project on target for spring 2023 start-up, announced fourth micro mill location in West Virginia

Irving, TX - January 9, 2023 - Commercial Metals Company (NYSE: CMC) today announced financial results for its fiscal first quarter ended November 30, 2022. Net earnings were $261.8 million, or $2.20 per diluted share, on net sales of $2.2 billion, compared to prior year period net earnings of $232.9 million, or $1.90 per diluted share, on net sales of $2.0 billion.

During the first quarter of fiscal 2023, the Company recorded net after-tax costs of $4.4 million associated with pre-commissioning activities at its Arizona 2 micro mill project. Excluding these items, first quarter adjusted earnings were $266.2 million, or $2.24 per diluted share, compared to adjusted earnings of $199.2 million, or $1.62 per diluted share, in the prior year period. The first quarter of fiscal 2022 included a net after-tax benefit of $33.7 million, primarily related to an international tax restructuring transaction. "Adjusted EBITDA," "core EBITDA," "adjusted earnings" and "adjusted earnings per diluted share" are non-GAAP financial measures. Details, including a reconciliation of each such non-GAAP financial measure to the most directly comparable measure prepared and presented in accordance with GAAP, can be found in the financial tables that follow.

Barbara R. Smith, Chairman of the Board, President and Chief Executive Officer, said, "CMC’s outstanding financial performance during fiscal 2023’s first quarter was made possible through strong execution by our North America and Europe teams who navigated very different market environments. In North America, we again benefited from strong demand, enabling us to achieve near record quarterly segment adjusted EBITDA. Our Europe operations leveraged their excellent relative cost position to gain market share, shipping high volumes despite dynamic and uncertain market conditions. CMC’s fiscal first quarter results provide another clear demonstration of how our ongoing strategic actions have positioned the company to perform well throughout the economic cycle, generating superior value for shareholders.”




(CMC First Quarter Fiscal 2023 - 2)

Ms. Smith continued, “We continue to make solid progress on the strategic initiatives that are expected to drive CMC’s next phase of growth. Work at the Arizona 2 site remains on schedule, and we expect a spring 2023 start-up. The commissioning of this exciting project is well-timed, as we anticipate construction activity related to the Infrastructure Investment and Jobs Act will begin ramping up during 2023. Additionally, last month CMC announced the location of our fourth micro mill in Berkeley County, West Virginia. Once complete, we expect this investment will enhance our production flexibility and customer service capabilities, generate attractive returns, and improve our sustainable, through-the-cycle earnings and cash flows.”

The Company's balance sheet and liquidity position remained strong as of November 30, 2022. Cash and cash equivalents ended the quarter with a balance of $582.1 million, while available liquidity totaled $1.5 billion. CMC repurchased approximately 1.3 million shares of common stock during the quarter, returning $49.1 million of cash to shareholders. As of November 30, 2022, $139.0 million remained under the current share repurchase authorization.

On January 5, 2023, the board of directors declared a quarterly dividend of $0.16 per share of CMC common stock payable to stockholders of record on January 19, 2023. The dividend to be paid on February 2, 2023, marks the 233rd consecutive quarterly payment by the Company, and represents a 14% increase from the dividend paid in February 2022.

Business Segments - Fiscal First Quarter 2023 Review
Demand for CMC's finished steel products in North America remained healthy during the quarter. Domestic consumption of rebar increased year-over-year, and key internal measures point toward solid demand for the balance of the fiscal year. Downstream bid volumes, a significant indicator of the construction project pipeline, improved from a year ago, resulting in expansion of contract backlog levels compared to the prior year period. Demand from industrial end markets, which are important for merchant products, was stable on both a sequential quarter and year-over-year basis.

The North America segment reported adjusted EBITDA of $378.0 million for the first quarter of fiscal 2023, an improvement of 2% and 41% on a sequential quarter and year-over-year basis, respectively. The year-over-year improvement was driven by expanded margins over scrap cost on shipments of steel and downstream products. The spread between average downstream selling price and underlying scrap costs increased by over $400 per ton from the prior year period, significantly enhancing the profitability on shipments of downstream products. Controllable costs per ton of finished steel were relatively flat compared to the fourth quarter of fiscal 2022 but increased relative to the prior year period, primarily as a result of higher per unit purchase costs for energy, alloys, and freight. Signs emerged during the first quarter of fiscal 2023 that per unit costs for certain consumables may have peaked, with electricity and alloys costs declining modestly as the period progressed.



(CMC First Quarter Fiscal 2023 - 3)


Shipment volumes of finished steel, which include steel products and downstream products, followed typical seasonal patterns and were relatively unchanged from the prior year period. Volume growth remained constrained by the slower pace of construction on numerous job sites stemming from staffing and material supply challenges. The average selling price for steel products increased by $44 per ton compared to the first quarter of fiscal 2022, while the cost of scrap utilized declined $103 per ton, resulting in a year-over-year increase of $147 per ton in steel products margin over scrap. The average selling price for downstream products increased by $307 per ton from the prior year period and $51 per ton on a sequential quarter basis. The margin of downstream average selling price over underlying scrap cost was $1,074 per ton during the first quarter, compared to a trailing 10-year average of $625 per ton. Future pricing indicators on new work entering the backlog remain positive, as average price levels for bids and new awards climbed significantly from the prior year period.

The Europe segment reported adjusted EBITDA of $64.5 million for the first quarter of fiscal 2023, down 19% compared to adjusted EBITDA of $79.8 million for the prior year period. The decline was driven by modestly lower margin over scrap costs, higher costs for energy, the receipt of a $9.5 million CO2 energy credit in the current year in comparison to $15.5 million in the prior year period, and the impact of the weakening Polish Zloty in relation to the U.S. Dollar. Despite headwinds, earnings levels remained historically strong: fiscal 2023’s first quarter result was more than double the quarterly average adjusted EBITDA of the previous 10 fiscal years, excluding the impact of the energy credit received during the quarter.

Average selling price decreased by $77 per ton in the first quarter compared to the prior year period, while the cost of scrap utilized declined $68 per ton. The result was a year-over-year decline in margin over scrap of $9 per ton. Average selling price and margin over scrap also decreased on a sequential basis by $96 per ton and $27 per ton, respectively.

Europe end market demand was mixed during the quarter. Polish construction activity continued to grow modestly on a year-over-year basis, while industrial production across Central Europe has contracted for several months. CMC’s advantageous cost position has provided the ability to profitably gain market share and maintain strong shipment levels. First quarter of fiscal 2023 volume of 473,000 tons was the second highest quarterly volume on record and was made possible by the addition of a third rolling line commissioned in July 2021, which has enhanced CMC’s ability to serve the market through improved operational and commercial flexibility.

The Company’s new Tensar business generated EBITDA of $11.4 million during the first quarter of fiscal 2023, yielding an EBITDA margin of 18.9%. This was below the historical average of 25% as a result of temporary production challenges in North America that have required sourcing from overseas operations, leading to increased logistics costs and slower delivery times. Tensar’s financial performance is included within CMC’s existing (CMC First Quarter Fiscal 2023 - 4)




operating segments, with North American results incorporated into CMC's North America segment and all other operations included in the Europe segment.

Outlook
Ms. Smith said, "We remain confident regarding our outlook for financial performance in fiscal 2023. Volumes and average pricing within CMC’s North America downstream backlog are at historically high levels, and we continue to experience a robust inflow of bidding activity on new projects. While we anticipate some sectors of the construction market will likely be impacted by the changing interest rate environment, current and new reshoring projects, as well as rising levels of infrastructure spending, are expected to support CMC’s North America volumes in the quarters ahead. The commissioning of Arizona 2 and the addition of Tensar will provide our Company with greater ability to capitalize on these emerging structural economic trends. Over the last several quarters, our Europe segment has demonstrated its operational and commercial agility within a tumultuous marketplace. We remain confident that CMC’s favorable relative cost position within Europe will continue to benefit our financial performance.”

Ms. Smith added, "Looking ahead, we anticipate good financial results in the second quarter compared to historical standards. Finished steel volumes in North America and Europe are expected to follow typical seasonal patterns, which have historically declined from our first quarter levels due to weather conditions and holidays. Additionally, volumes in Europe may be impacted by economic uncertainty. While we anticipate margins over scrap in both North America and Europe to remain elevated in relation to historical levels, we expect they will compress from first quarter levels.”

Conference Call
CMC invites you to listen to a live broadcast of its first quarter fiscal 2023 conference call today, Monday, January 9, 2023, at 11:00 a.m. ET. Barbara R. Smith, Chairman of the Board, President and Chief Executive Officer, and Paul Lawrence, Senior Vice President and Chief Financial Officer, will host the call. The call is accessible via our website at www.cmc.com. In the event you are unable to listen to the live broadcast, the call will be archived and available for replay on our website on the next business day. Financial and statistical information presented in the broadcast are located on CMC's website under "Investors." (CMC First Quarter Fiscal 2023 - 5)





About Commercial Metals Company
Commercial Metals Company and its subsidiaries manufacture, recycle and fabricate steel and metal products and provide related materials and services through a network of facilities that includes seven electric arc furnace ("EAF") mini mills, two EAF micro mills, one rerolling mill, steel fabrication and processing plants, construction-related product warehouses and metal recycling facilities in the United States and Poland. Through its Tensar operations, CMC is a leading global provider of innovative ground and soil stabilization solutions selling into more than 80 national markets through two major product lines: Tensar® geogrids and Geopier® foundation systems.

Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the federal securities laws with respect to general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and organic growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, metal margins, the effect of COVID-19 and related governmental and economic responses thereto, the ability to operate our steel mills at full capacity, future availability and cost of supplies of raw materials and energy for our operations, share repurchases, legal proceedings, construction activity, international trade, the impact of the Russian invasion of Ukraine, 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 release that are not historical statements, are forward-looking statements. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "future," "intends," "may," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases, as well as by discussions of strategy, plans, or intentions.

Our forward-looking statements are based on management’s expectations and beliefs as of the time this news release was prepared. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Important factors that could cause actual results to differ materially from our expectations include those described in our filings with the Securities and Exchange Commission, including, but not limited to, in Part I, Item 1A, "Risk Factors" of our annual report on Form 10-K for the fiscal year ended August 31, 2022 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 our downstream contracts due to rising commodity pricing; impacts from COVID-19 on the economy, demand for our (CMC First Quarter Fiscal 2023 - 6)




products, global supply chain and on our operations, including the responses of governmental authorities to contain COVID-19 and the impact of various COVID-19 vaccines; 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 the Russian invasion of Ukraine on the global economy, inflation, energy supplies and raw materials, which is uncertain, but may prove to negatively impact our business and operations; increased attention to environmental, social and governance ("ESG") matters, including any targets or other ESG or environmental justice initiatives; 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 of their contractual obligations, including payment obligations; activity in repurchasing shares of our common stock under our repurchase program; 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; 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; lower than expected future levels of revenues and higher than expected future costs; failure or inability to implement growth strategies in a timely manner; impact of goodwill or other indefinite lived intangible asset impairment charges; 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; 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; 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; risk of injury or death to employees, customers or other visitors to our operations; and civil unrest, protests and riots.



(CMC First Quarter Fiscal 2023 - 7)

COMMERCIAL METALS COMPANY
FINANCIAL & OPERATING STATISTICS (UNAUDITED)
  Three Months Ended
(in thousands, except per ton amounts) 11/30/2022 8/31/2022 5/31/2022 2/28/2022 11/30/2021
North America
Net sales $ 1,816,899  $ 1,997,636  $ 2,033,150  $ 1,614,224  $ 1,653,622 
Adjusted EBITDA 377,956  370,516  379,355  535,463  268,524 
External tons shipped
Raw materials 316  359  353  329  334 
Rebar 461  451  505  407  442 
Merchant and other 243  249  274  245  257 
Steel products 704  700  779  652  699 
Downstream products 382  432  399  327  400 
Average selling price per ton
Raw materials $ 824  $ 950  $ 1,207  $ 1,103  $ 1,034 
Steel products 1,020  1,104  1,110  1,041  976 
Downstream products 1,399  1,348  1,244  1,169  1,092 
Cost of raw materials per ton $ 598  $ 717  $ 908  $ 834  $ 766 
Cost of ferrous scrap utilized per ton $ 325  $ 387  $ 472  $ 436  $ 428 
Steel products metal margin per ton $ 695  $ 717  $ 638  $ 605  $ 548 
Europe
Net sales $ 406,513  $ 412,264  $ 484,564  $ 395,758  $ 329,056 
Adjusted EBITDA 64,505  64,096  120,974  81,149  79,832 
External tons shipped
Rebar 204  177  170  172  103 
Merchant and other 269  251  306  278  262 
Steel products 473  428  476  450  365 
Average selling price per ton
Steel products $ 792  $ 888  $ 967  $ 851  $ 869 
Cost of ferrous scrap utilized per ton $ 366  $ 435  $ 530  $ 444  $ 434 
Steel products metal margin per ton $ 426  $ 453  $ 437  $ 407  $ 435 





(CMC First Quarter Fiscal 2023 - 8)

COMMERCIAL METALS COMPANY
BUSINESS SEGMENTS (UNAUDITED)
Three Months Ended
(in thousands) 11/30/2022 8/31/2022 5/31/2022 2/28/2022 11/30/2021
Net sales
North America $ 1,816,899  $ 1,997,636  $ 2,033,150  $ 1,614,224  $ 1,653,622 
Europe 406,513  412,264  484,564  395,758  329,056 
Corporate and Other 3,901  (2,835) (1,987) (1,094) (877)
Total net sales $ 2,227,313  $ 2,407,065  $ 2,515,727  $ 2,008,888  $ 1,981,801 
Adjusted EBITDA
North America $ 377,956  $ 370,516  $ 379,355  $ 535,463  $ 268,524 
Europe 64,505  64,096  120,974  81,149  79,832 
Corporate and Other (39,725) (32,227) (35,049) (52,493) (34,334)
Total adjusted EBITDA $ 402,736  $ 402,385  $ 465,280  $ 564,119  $ 314,022 





(CMC First Quarter Fiscal 2023 - 9)

COMMERCIAL METALS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
  Three Months Ended November 30,
(in thousands, except share and per share data) 2022 2021
Net sales $ 2,227,313  $ 1,981,801 
Costs and operating expenses:  
Cost of goods sold 1,719,414  1,586,410 
Selling, general and administrative expenses 156,355  122,595 
Interest expense 13,045  11,035 
1,888,814  1,720,040 
Earnings before income taxes 338,499  261,761 
Income taxes 76,725  28,872 
Net earnings $ 261,774  $ 232,889 
Earnings per share:
Basic $ 2.23  $ 1.92 
Diluted $ 2.20  $ 1.90 
Cash dividends per share $ 0.16  $ 0.14 
Average basic shares outstanding 117,273,743  121,129,679 
Average diluted shares outstanding 118,925,442  122,797,738 
 




(CMC First Quarter Fiscal 2023 - 10)

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share data) November 30, 2022 August 31, 2022
Assets
Current assets:
Cash and cash equivalents $ 582,069  $ 672,596 
Accounts receivable (less allowance for doubtful accounts of $4,901 and $4,990)
1,287,286  1,358,907 
Inventories, net 1,102,774  1,169,696 
Prepaid and other current assets 251,985  240,269 
Total current assets 3,224,114  3,441,468 
Property, plant and equipment, net 2,028,955  1,910,871 
Intangible assets, net 251,819  257,409 
Goodwill 277,453  249,009 
Other noncurrent assets 491,626  378,270 
Total assets $ 6,273,967  $ 6,237,027 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 396,560  $ 428,055 
Accrued expenses and other payables 441,586  540,136 
Current maturities of long-term debt and short-term borrowings 239,406  388,796 
Total current liabilities 1,077,552  1,356,987 
Deferred income taxes 283,754  250,302 
Other noncurrent liabilities 235,280  230,060 
Long-term debt 1,093,146  1,113,249 
Total liabilities 2,689,732  2,950,598 
Stockholders' equity:
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 117,291,637 and 117,496,053 shares
1,290  1,290 
Additional paid-in capital 361,199  382,767 
Accumulated other comprehensive loss (10,189) (114,451)
Retained earnings 3,555,425  3,312,438 
Less treasury stock, 11,769,027 and 11,564,611 shares at cost
(323,722) (295,847)
Stockholders' equity 3,584,003  3,286,197 
Stockholders' equity attributable to non-controlling interests 232  232 
Total stockholders' equity 3,584,235  3,286,429 
Total liabilities and stockholders' equity $ 6,273,967  $ 6,237,027 






(CMC First Quarter Fiscal 2023 - 11)

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
  Three Months Ended November 30,
(in thousands) 2022 2021
Cash flows from (used by) operating activities:
Net earnings $ 261,774  $ 232,889 
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization 51,183  41,226 
Deferred income taxes and other long-term taxes 16,744  (5,099)
Stock-based compensation 16,675  9,619 
Other 5,967  (583)
Changes in operating assets and liabilities, net of acquisitions 20,027  (252,273)
Net cash flows from operating activities
372,370  25,779 
Cash flows from (used by) investing activities:
Capital expenditures (133,052) (70,150)
Acquisitions, net of cash acquired (63,745) — 
Proceeds from insurance 1,460  — 
Proceeds from the sale of property, plant and equipment and other 303  1,418 
Other (516) — 
Net cash flows used by investing activities
(195,550) (68,732)
Cash flows from (used by) financing activities:
Repayments of long-term debt (154,631) (6,556)
Debt issuance costs (1,800) — 
Debt extinguishment costs (69) — 
Repayments under accounts receivable facilities (25,914) (144,706)
Proceeds from accounts receivable facilities 49  150,664 
Treasury stock acquired (49,149) (5,311)
Tax withholdings related to share settlements, net of purchase plans (23,513) (16,371)
Dividends (18,787) (17,025)
Net cash flows used by financing activities
(273,814) (39,305)
Effect of exchange rate changes on cash 5,139  (550)
Decrease in cash, restricted cash, and cash equivalents
(91,855) (82,808)
Cash, restricted cash and cash equivalents at beginning of period 679,243  501,129 
Cash, restricted cash and cash equivalents at end of period $ 587,388  $ 418,321 
Supplemental information:
Cash paid for income taxes $ 15,694  $ 15,296 
Cash paid for interest 22,201  8,794 
Cash and cash equivalents $ 582,069  $ 415,055 
Restricted cash (included in Prepaid and other current assets) 5,319  3,266 
Total cash, restricted cash and cash equivalents $ 587,388  $ 418,321 



(CMC First Quarter Fiscal 2023 - 12)

COMMERCIAL METALS COMPANY
NON-GAAP FINANCIAL MEASURES (UNAUDITED)

This press release contains financial measures not derived in accordance with U.S. generally accepted accounting principles ("GAAP"). Reconciliations to the most comparable GAAP measure are provided below.

Adjusted EBITDA, core EBITDA and adjusted earnings are non-GAAP financial measures. Adjusted earnings per diluted share is defined as adjusted earnings on a diluted per share basis.

Non-GAAP financial measures should be viewed in addition to, and not as alternatives for, the most directly comparable measures derived in accordance with GAAP and may not be comparable to similar measures presented by other companies. However, we believe that the non-GAAP financial measures provide relevant and useful information to management, investors, analysts, creditors and other interested parties in our industry as they allow: (i) comparison of our earnings to those of our competitors; (ii) a supplemental measure of our underlying business operational performance; and (iii) the assessment of period-to-period performance trends. Management uses non-GAAP financial measures to evaluate financial performance and set target benchmarks for annual and long-term cash incentive performance plans.

A reconciliation of net earnings to adjusted EBITDA and core EBITDA is provided below:
Three Months Ended
(in thousands) 11/30/2022 8/31/2022 5/31/2022 2/28/2022 11/30/2021
Net earnings $ 261,774  $ 288,630  $ 312,429  $ 383,314  $ 232,889 
Interest expense 13,045  14,230  13,433  12,011  11,035 
Income taxes 76,725  49,991  92,590  126,432  28,872 
Depreciation and amortization 51,183  49,081  43,583  41,134  41,226 
Asset impairments 453  3,245  1,228  — 
Adjusted EBITDA 402,736  402,385  465,280  564,119  314,022 
Non-cash equity compensation 16,675  9,122  11,986  16,251  9,619 
Mill operational start-up costs(1)
5,574  —  —  —  — 
Acquisition and integration related costs and other —  1,008  4,478  —  3,165 
Purchase accounting effect on inventory —  6,506  2,169  —  — 
Gain on sale of assets —  —  —  (273,315) — 
Loss on debt extinguishment —  —  —  16,052  — 
Core EBITDA $ 424,985  $ 419,021  $ 483,913  $ 323,107  $ 326,806 
__________________________________
(1) Net of depreciation and non-cash equity compensation.



(CMC First Quarter Fiscal 2023 - 13)

A reconciliation of net earnings to adjusted earnings is provided below:
  Three Months Ended
(in thousands) 11/30/2022 8/31/2022 5/31/2022 2/28/2022 11/30/2021
Net earnings $ 261,774  $ 288,630  $ 312,429  $ 383,314  $ 232,889 
Asset impairments 453  3,245  1,228  — 
Mill operational start-up costs 5,584  —  —  —  — 
Acquisition and integration related costs and other —  1,008  4,478  —  3,165 
Purchase accounting effect on inventory —  6,506  2,169  —  — 
Gain on sale of assets —  —  —  (273,315) — 
Loss on debt extinguishment —  —  —  16,052  — 
Total adjustments (pre-tax) $ 5,593  $ 7,967  $ 9,892  $ (256,035) $ 3,165 
Tax items
International restructuring —  —  —  —  (36,237)
Related tax effects on adjustments (1,175) (1,673) (2,077) 60,274  (665)
Total tax items (1,175) (1,673) (2,077) 60,274  (36,902)
Adjusted earnings $ 266,192  $ 294,924  $ 320,244  $ 187,553  $ 199,152 
Net earnings per diluted share $ 2.20  $ 2.40  $ 2.54  $ 3.12  $ 1.90 
Adjusted earnings per diluted share $ 2.24  $ 2.45  $ 2.61  $ 1.53  $ 1.62 









Media Contact:
Susan Gerber
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EX-99.2 3 q12023-supplementalslide.htm EX-99.2 q12023-supplementalslide
COMMERCIAL METALS COMPANY Q1 FY 2023 Supplemental Slides


 
Forward-Looking Statements Q1 FY23 Supplemental Slides │ January 9, 2023 2 This presentation contains forward-looking statements within the meaning of the federal securities laws with respect to general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and organic growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, metal margins, the effect of COVID-19 and related governmental and economic responses thereto, the ability to operate our steel mills at full capacity, future availability and cost of supplies of raw materials and energy for our operations, share repurchases, legal proceedings, construction activity, international trade, the impact of the Russian invasion of Ukraine, 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 presentation that are not historical statements, are forward-looking statements. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "future," "intends," "may," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases, as well as by discussions of strategy, plans, or intentions. Our forward-looking statements are based on management’s expectations and beliefs as of the date of this presentation. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Important factors that could cause actual results to differ materially from our expectations include those described in our filings with the Securities and Exchange Commission, including, but not limited to, in Part I, Item 1A, "Risk Factors" of our annual report on Form 10-K for the fiscal year ended August 31, 2022, 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 our downstream contracts due to rising commodity pricing; impacts from COVID-19 on the economy, demand for our products, global supply chain and on our operations, including the responses of governmental authorities to contain COVID-19 and the impact of various COVID-19 vaccines; 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 the Russian invasion of Ukraine on the global economy, inflation, energy supplies and raw materials, which is uncertain, but may prove to negatively impact our business and operations; increased attention to environmental, social and governance (“ESG”) matters, including any targets or other ESG or environmental justice initiatives; 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 of their contractual obligations, including payment obligations; activity in repurchasing shares of our common stock under our repurchase program; 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; 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; lower than expected future levels of revenues and higher than expected future costs; failure or inability to implement growth strategies in a timely manner; impact of goodwill or other indefinite lived intangible asset impairment charges; 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; 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; 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; risk of injury or death to employees, customers or other visitors to our operations; and civil unrest, protests and riots.


 
3Q1 FY23 Supplemental Slides │ January 9, 2023 Leading positions in core products and geographies Focused strategy that leverages capabilities, competitive strengths, and market knowledge Strong balance sheet and cash generation provides flexibility to execute on strategy Vertical structure optimizes returns through the entire value chain Disciplined capital allocation focused on maximizing returns for our shareholders Increasing Shareholder Value....With a Winning Formula


 
CMC’s trend of strong financial performance continued in Q1 2023 • Second best core EBITDA in Company history Divergence in market conditions between North America and Europe North America segment well positioned for 2023 • Internal leading indicators point toward resilience; backlog at historically high levels • Anticipate enlarged federal infrastructure package will impact construction activity starting in 2023 • Addition of Tensar and expected spring 2023 startup of Arizona 2 position CMC to capitalize on favorable market trends Good Europe segment performance in an uncertain economic environment • CMC has gained market share by leveraging its advantageous cost structure • Q1 adjusted EBITDA remained well above historical levels, but outlook appears less certain Strong financial position • Balance sheet strength and cash flow profile provide capital allocation flexibility Key Takeaways From Today’s Call Q1 FY23 Supplemental Slides │ January 9, 2023 4 $425 million Q1 Core EBITDA(1) 1 Core EBITDA , annualized return on invested capital, adjusted earnings, and adjusted EPS are non-GAAP financial measures. For definitions and reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, see the appendix to this document $266 million $2.24 23% Q1 Adjusted Earnings(1) Q1 Adjusted EPS(1) Q1 Annualized ROIC(1) ✔ ✔ ✔ ✔ ✔


 
$425 $0 $100 $200 $300 $400 $500 $600 Q 1 '1 8 Q 2 '1 8 Q 3 '1 8 Q 4 '1 8 Q 1 '1 9 Q 2 '1 9 Q 3 '1 9 Q 4 ’1 9 Q 1 ’2 0 Q 2 ’2 0 Q 3 ’2 0 Q 4 ‘2 0 Q 1 '2 1 Q 2 '2 1 Q 3 '2 1 Q 4 '2 1 Q 1 '2 2 Q 2 '2 2 Q 3 '2 2 Q 4 '2 2 Q 1 '2 3 Q1 2023 Continued a Trend of Strong Financial Performance Q1 FY23 Supplemental Slides │ January 9, 2023 5 [1] Core EBITDA is a non-GAAP financial measures. For definitions and reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, see the appendix to this document [2] Q2 2022 North America adjusted EBITDA excludes gain on sale of California real estate Quarterly Consolidated Core EBITDA1 ($ millions) $378 $0 $100 $200 $300 $400 Q 1 '1 8 Q 2 '1 8 Q 3 '1 8 Q 4 '1 8 Q 1 '1 9 Q 2 '1 9 Q 3 '1 9 Q 4 ’1 9 Q 1 ’2 0 Q 2 ’2 0 Q 3 ’2 0 Q 4 ‘2 0 Q 1 '2 1 Q 2 '2 1 Q 3 '2 1 Q 4 '2 1 Q 1 '2 2 Q 2 '2 2 Q 3 '2 2 Q 4 '2 2 Q 1 '2 3 Quarterly North America Segment Adjusted EBITDA2 ($ millions) $65 $0 $25 $50 $75 $100 $125 $150 Q 1 '1 8 Q 2 '1 8 Q 3 '1 8 Q 4 '1 8 Q 1 '1 9 Q 2 '1 9 Q 3 '1 9 Q 4 ’1 9 Q 1 ’2 0 Q 2 ’2 0 Q 3 ’2 0 Q 4 ‘2 0 Q 1 '2 1 Q 2 '2 1 Q 3 '2 1 Q 4 '2 1 Q 1 '2 2 Q 2 '2 2 Q 3 '2 2 Q 4 '2 2 Q 1 '2 3 Quarterly Europe Segment Adjusted EBITDA ($ millions)


 
CMC Steel West Virginia (formerly MM4) Project Update Q1 FY23 Supplemental Slides │ January 9, 2023 6 In early December, CMC announced West Virginia as the site for its fourth micro mill Major metro areas in vicinity Existing CMC rebar mills CMC fabrication shops Future site of CMC Steel WV CMC Eastern U.S. Rebar Footprint (includes major metro markets within vicinity of CMC Steel WV) CMC Steel West Virginia Overview • Planned capacity of 500,000 tons annually • Products will include straight length and spooled rebar • Capital investment of approximately $450 million, net of incentives • Based on anticipated timelines for permitting and construction, scheduled to begin operations in late calendar 2025 • Expected to employ approximately 230 people on a full-time basis Location Benefits • Business-friendly government and regulatory climate • Available skilled labor force • Close proximity to rebar consuming markets (total population of metro areas highlighted in the map to the left is roughly 58 million) Strategic Benefits • Strengthens long-term competitiveness within key geographies • Expands geographical scope of operational footprint • Significant opportunity to achieve operational synergies across Eastern U.S. footprint


 
69% Of goal Clear Sustainability Leader Q1 FY23 Supplemental Slides │ January 9, 2023 7 [1] Represents progress on environmental goals as of fiscal year 2022, compared to fiscal year 2019 Note: GHG emissions statistics for CMC include only steel mill operations, which represents over 95% of CMC’s emissions footprint Sources: CMC 2022 Sustainability Report; virgin material content for industry based on data from Bureau of International Recycling; all other industry data sourced from the World Steel Association CMC plays a key role in the circular steel economy, turning society’s metallic waste into steel that forms the backbone of modern life ACCOUNTABILITY FOR OUR ACTIONS RESPECT FOR OUR ENVIRONMENT ACTING WITH INTEGRITY 2.2 1.8 1.0 0.413 Integrated Average Global Average U.S. Average CMC Scopes 1&2 Greenhouse Gas Emissions (GHG) Intensity tC O 2e p er M T of s te el 1.91 0.67 Global Industry CMC 21.31 3.86 Global Industry CMC 28.60 1.13 Global Industry CMC 69% 2% Global Industry CMC Reduce our Scope 1 and 2 GHG emissions intensity by 20% Increase our renewable energy usage by 12% points Reduce our energy consumption intensity by 5% Reduce our water withdrawal intensity by 8% 5 3 % Of goal 82% Of goal 22% Of goal Progress on 2030 Goals (2019 baseline[1]) Scopes 1-3 GHG Emissions Intensity tC O 2e p er M T of s te el Energy Intensity G J pe r M T of s te el Water Withdrawal Intensity Cu bi c m et er p er M T of s te el Virgin Materials Used in Steelmaking % o f s te el c on te nt


 
Attractive Market Environment in North America Favorable supply / demand dynamics have supported strong and stable rebar mill margins. Structural economic trends have meaningfully impacted rebar consumption. The onset of increased federal infrastructural spending could create an incremental tailwind. Q1 FY23 Supplemental Slides │ January 9, 2023 8 6.5 7.0 7.5 8.0 8.5 9.0 9.5 10.0 10.5 Recovery Stability Structural Adjustments  Structural adjustments have occurred in phases: 1) Pandemic driven North to South migration and residential buildout 2) Construction of e-commerce facilities, warehouses, and data centers 3) Major reshoring projects (e.g., semiconductors, LNG facilities, automotive suppliers) 4) Federally funded infrastructure investment is yet to impact construction activity, but is expected to do so in calendar 2023 Re ba r C on su m pt io n (m ill io n to ns ) U.S. Rebar Consumption is Growing1 (trailing 12-month basis) 0 200 400 600 800 1,000 1,200 1,400 1,600 Rebar Hot Rolled Coil  Rebar margins are benefiting from: • Steadily increasing current consumption, driven by ongoing structural shifts in the U.S. economy • Stable supply dynamics • Better visibility into future demand conditions relative to other steel products (leading indicators provide 9-to-12-month view into project pipeline) Mill Metal Margins for Rebar vs. Hot Rolled Coil2 $ / s ho rt to n [1] Data from Steel Manufacturers’ Association [2] Based on Fastmarkets domestic index pricing for rebar, hot rolled coil, shredded scrap, and busheling scrap


 
100 120 140 160 Backlog Bids CMC is Well-Positioned for 2023 Key construction indicators continue to point toward strength over the near-term. Looking further ahead, several structural trends are underway that could provide meaningful tailwinds to activity. CMC is positioned well to capitalize on upside or respond to softness. Q1 FY23 Supplemental Slides │ January 9, 2023 9 Arizona 2 Micro Mill • Scheduled to start up in spring 2023 • Expected to add 500,000 tons of low-cost production with ability to flex between rebar and merchant bar • Improves ability to capitalize on growing domestic demand for rebar • Provides opportunity to further optimize mill and fabrication network through production mix, logistics improvements, and resource sharing Tensar Acquisition • Increases CMC’s exposure to infrastructure • Customer value proposition enhanced by environment of labor and material shortages • Meaningfully extends CMC’s growth runway; creates a platform for further expansion in complementary high- margin engineered solutions Record Downstream Backlog • CMC has steadily improved the average pricing in its downstream backlog over the last eight quarters • Currently at historically high volume and pricing levels • Upward price trend for downstream products is expected to continue in the near-term • Expected to help stabilize CMC North America earnings if steel product margins decline Working Capital Release • CMC has invested roughly $900 million in working capital since end of FY 2020 • In a downturn, this amount would be converted to cash and help stabilize CMC cash flow Highly Flexible Operations Network • Ability to optimize production across facilities and products in various demand scenarios Sources of Growth in 2023Sources of Stability in 2023 Downstream Backlog and Bidding Volumes Trailing 3-month basis indexed to November CY 2020


 
(40,000) (30,000) (20,000) (10,000) 0 10,000 20,000 30,000 40,000 50,000 60,000 Q 1- 18 Q 2- 18 Q 3- 18 Q 4- 18 Q 1- 19 Q 2- 19 Q 3- 19 Q 4- 19 Q 1- 20 Q 2- 20 Q 3- 20 Q 4- 20 Q 1- 21 Q 2- 21 Q 3- 21 Q 4- 21 Q 1- 22 Q 2- 22 Q 3- 22 Q 4- 22 Q 1- 23 Net Imports from EU Net Imports from Outside EU Total Net Imports Developments Within Europe Q1 FY23 Supplemental Slides │ January 9, 2023 10 Calendar 2022 Spot Electricity Prices by Week1 USD / Mwh [1] Source: Energy-charts.info using ENTSO market data [2] Source: SWAID database operated by Statistics Poland; Q1 2023 based on data through October 2022 0 100 200 300 400 500 600 700 Poland France Germany Italy (Center, North) (50) 0 50 100 150 200 250 300 350 Poland Weekly Electricity Price Discount / (Premium) Relative to Average of Germany, France, and Italy Poland Net Rebar Imports / (Exports) by Quarter2 Average monthly rate in short tons The combination of trade sanctions (against Russia and Belarus) and electricity price volatility across Europe has meaningfully impacted long steel supply dynamics within Poland. Terms of trade with other EU countries have been altered due to Poland’s energy cost advantage. The result has been a reversal of Poland’s trade position from a net rebar importer to a net rebar exporter.


 
0 50,000 100,000 150,000 200,000 250,000 300,000 350,000 400,000 450,000 500,000 FY 2013 to Q3 '21 Q4 '21 to Q1 '23 150,000 200,000 250,000 300,000 350,000 400,000 450,000 500,000 550,000 Strong Relative Cost Position in Europe Has Supported Shipments Q1 FY23 Supplemental Slides │ January 9, 2023 11 CMC Europe Shipments as a % of Estimated Poland EAF Production1 (Trailing 4-quarter basis) Sources: Worldsteel Association [1] EAF production based on Worldsteel Association data for monthly Polish crude steel and pig iron production 15% 20% 25% 30% 35% 40% 45% 50% Long-term average CMC Commissions 3rd Rolling Line CMC Europe Steel Shipments (Trailing 4-quarter basis) Rebar MBQ Wire Billet Shipment Breakdown (Quarterly average) CMC Europe has increased market share by leveraging its advantageous cost position, as well as the improved commercial flexibility provided by the addition of a third rolling line commissioned in mid-calendar 2021. Demand conditions within Central Europe are dynamic and uncertain, but within this environment, CMC Europe has shown the ability to opportunistically serve the market to achieve solid shipment volumes and profitability.


 
• Steel product margins over scrap continued to expand on a y/y basis in North America, but have compressed in Europe − Margins were up $147 per ton y/y in North America, down $9 per ton y/y in Europe • Downstream average selling price increased $51 per ton from the prior quarter, a reflection of ongoing repricing of CMC’s backlog driven by higher priced new contracts • Downstream backlog volume grew on a year-over-year basis for sixth consecutive quarter • North America controllable costs per ton of finished steel were relatively flat sequentially and up y/y − Early signs that per unit costs for certain inputs may have peaked • Energy costs in Europe segment increased from the first quarter of FY 2022, but were likely a source of competitive advantage given: − Hedged position provided large cost offset − Electricity rates in the Polish market have experienced less volatility compared to Western European countries • Q1 results in Europe negatively impacted by higher energy costs per ton, selling higher cost inventory into a declining price environment, and a weakening Polish Zloty • Q2 financial results are expected to be good compared to historical standards • Finished steel shipments should follow a normal seasonal pattern; historically down from Q1 • Volumes in North America should be supported by a robust downstream backlog, as well as end market strength • Volumes in Europe could be impacted by negative economic sentiment and broad uncertainty during the winter months surrounding the ongoing energy crisis • Margins over scrap in both North America and Europe are likely to decline from first quarter levels Pe rf or m an ce D riv er s O ut lo ok Q1 Operational Update Q1 FY23 Supplemental Slides │ January 9, 2023 12


 
327 425 109 15 5 10 0 50 100 150 200 250 300 350 400 450 Q1 2022 NA Segment EBITDA Europe Segment EBITDA Corp & Eliminations Other Non-Op Items Q1 2023 Q1 Consolidated Operating Results Q1 FY23 Supplemental Slides │ January 9, 2023 13 Q1 ‘22 Q2 ‘22 Q3 ‘22 Q4 ’22 Q1 ’23 External Finished Steel Tons Shipped1 1,464 1,429 1,654 1,560 1,559 Core EBITDA2 $326,806 $323,107 $483,913 $419,021 $424,985 Core EBITDA per Ton of Finished Steel Shipped2 $223 $226 $293 $269 $273 Adjusted Earnings2 $199,152 $187,553 $320,244 $294,924 $266,192 Performance Summary Units in 000’s except per ton amounts • $5.6 million in costs related to start-up activities at Arizona 2 mill project Non-Operating Charges (excluded from results above) Figures are pre-tax for Q1 2023 [1] External Finished Steel Tons Shipped equal to shipments of Steel Products plus Downstream Products [2] Core EBITDA, Core EBITDA per ton of finished steel shipped, and adjusted earnings are non-GAAP measures. For reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, see the appendix to this document. Core EBITDA Bridge – Q1 2022 to Q1 2023 $ Millions


 
100 110 120 130 140 150 Q1 '22 Q2 '22 Q3 '22 Q4 '22 Q1 '23 Adjusted EBITDA per ton Wgt Avg Finished Steel Mgn Over Scrap Controllable Costs 244 268 322 327 348 548 605 638 717 695 0 50 100 150 200 250 300 350 400 0 100 200 300 400 500 600 700 800 Q1 '22 Q2 '22 Q3 '22 Q4 '22 Q1 '23 Adjusted EBITDA per Ton of Finished Steel Shipped Steel Products Margin Over Scrap Key Performance Drivers Q1 2023 vs Q1 2022 Q1 North America Q1 FY23 Supplemental Slides │ January 9, 2023 14 Q1 ‘22 Q2 ‘22 Q3 ’22 Q4 ’22 Q1’ 23 External Finished Steel Tons Shipped[1] 1,099 979 1,178 1,132 1,086 Adjusted EBITDA $268,524 $262,148 $379,355 $370,516 $377,956 Adjusted EBITDA per Ton of Finished Steel Shipped $244 $268 $322 $327 $348 Adjusted EBITDA Margin 16.2% 16.2% 18.7% 18.5% 20.8% Performance Summary Units in 000’s except per ton amounts (excludes California land sale) • Significant increase in steel product margins over scrap − Up $147 per ton y/y • Expanded margins on sales of downstream products − Margin over scrap cost increased $354 per ton y/y (lagging scrap by one quarter) − Full value chain profitability on sales of downstream products above long-term average • Positive contribution from Tensar − $8.1 million of adjusted EBITDA • Controllable costs negatively impacted by freight, energy, and alloys − CMC remains very competitively positioned in comparison to the broader industry Notes: [1] External Finished Steel Tons Shipped equal to shipments of Steel Products plus Downstream Products [2] Steel Products Margin Over Scrap equals Average Selling Price minus Cost of ferrous scrap utilized [3] Weighted average finished steel margin over scrap equals weighted average selling price of steel products and downstream products minus cost of ferrous scrap utilized North America – Key Margins $ / ton (excludes California land sale) SP M ar gi n O ve r S cr ap Adjusted EBITDA per ton North America Indexed Margins and Controllable Costs Indexed - $ / ton of external finished steel shipped (excludes California land sale) [2] [3]


 
80 90 100 110 120 130 219 180 254 150 136 435 407 437 453 426 0 50 100 150 200 250 300 100 150 200 250 300 350 400 450 500 Q1 '22 Q2 '22 Q3 '22 Q4 '22 Q1 '23 Adjusted EBITDA per Ton Steel Products Margin Over Scrap Key Performance Drivers Q1 2023 vs Q1 2022 Q1 Europe Q1 FY23 Supplemental Slides │ January 9, 2023 15 Q1 ‘22 Q2 ’22 Q3 ’22 Q4 ’22 Q1 ’23 External Finished Steel Tons Shipped[1] 365 450 476 428 473 Adjusted EBITDA $79,832 $81,149 $120,974 $64,096 $64,505 Adjusted EBITDA per Ton of Finished Steel Shipped $219 $180 $254 $150 $136 Adjusted EBITDA Margin 24.3% 20.5% 25.0% 15.5% 15.9% Performance Summary Units in 000’s except per ton amounts • Margins over scrap declined modestly from the prior year period − Down $9 per ton y/y • Costs impacted by rising energy price environment − CMC is positioned well relative to the broader industry, but costs have increased on an absolute basis • Earnings negatively impact by selling higher cost inventory into a declining price environment • A weakening Polish Zloty reduced USD earnings Europe – Key Margins $ / ton Adjusted EBITDA per ton Poland Construction and Industrial Production Indices Indexed to CMC’s fiscal Q1 2021 [2] Notes: [1] External Finished Steel Tons Shipped equal to shipments of Steel Products [2] Steel Products Margin Over Scrap equals Average Selling Price minus Cost of ferrous scrap utilized [3] Data sourced from Eurostat St ee l P ro du ct M ar gi n O ve r S cr ap 3 Industrial production (consumer durables) Construction volume index


 
2 31 Disciplined Capital Allocation Strategy Q1 FY23 Supplemental Slides │ January 9, 2023 16 CMC Capital Allocation Priorities: $350 million share repurchase program ($139 million remaining) Quarterly dividend of $0.16 per share (increased 14% in Q4 2022) Shareholder Cash Distribution Programs in Place • Cash flow from earnings • Working capital release • Completion of Arizona 2 greenfield project • Initial investments in CMC Steel West Virginia • Key equipment replacement and upgrade projects at several mills • Opportunistic M&A • Share repurchases ($49 million in Q1) • Repayment of 2023 senior notes Value-Generating Growth Shareholder Distributions Debt Management CMC will prudently allocate capital while maintaining a strong and flexible balance sheet 2023 Sources of Cash 2023 Uses of Cash


 
5 37 11 140 155 279 380 1,270 1,352 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 L12M (to Q1 '23) Cash Generation Profile Q1 FY23 Supplemental Slides │ January 9, 2023 17 Adjusted EBITDA Less Sustaining Capital Expenditures and Disbursements to Stakeholders1 (in millions) CMC’s cash flow capabilities have been greatly enhanced through our strategic transformation FY 2023 capital expenditures expected in a range of $500 million to $550 million Source: Public filings, Internal data [1] Adjusted EBITDA less Sustaining Capital Expenditures and Disbursements to Stakeholders is a non-GAAP financial measure. For reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, see the appendix to this document. Gain on California land sale Gain on California land sale


 
$214 $300 $300 $300 $145 $600 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2047 64 52 200 599 $582 Balance Sheet Strength Q1 FY23 Supplemental Slides │ January 9, 2023 18 [1] 2047 tax-exempt bonds were priced to yield 3.5%; coupon rate is 4.0% Source: Public filings Revolver Term Loan Poland Credit Facilities (US$ in millions) Revolving Credit Facility 4.125% Notes Cash and Cash Equivalents 4.875% Notes 3.875% Notes Debt maturity profile provides strategic flexibility Debt Maturity Profile Q1 FY’23 Liquidity (US$ in millions) 4.375% Notes 4.0% Bond1 Poland Accounts Receivable Facility


 
3.9x 3.2x 2.5x 1.9x 1.6x 1.2x 0.9x 1.1x 1.2x 1.0x 0.8x 0.7x 0.5x 0.7x 0.5x 0.4x NM 0.5x 1.0x 1.5x 2.0x 2.5x 3.0x 3.5x 4.0x 4.5x 46% 42% 37% 33% 32% 24% 18% 21% 22% 20% 17% 18% 14% 24% 17% 15% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% Leverage Profile Q1 FY23 Supplemental Slides │ January 9, 2023 19 Source: Public filings, Internal data Notes: 1. Total debt is defined as long-term debt plus current maturities of long-term debt and short-term borrowings. 2. Net Debt is defined as total debt less cash & cash equivalents. 3. EBITDA depicted is adjusted EBITDA from continuing operations on a trailing 12-month basis. 4. Net debt-to-capitalization is defined as net debt on CMC’s balance sheet divided by the sum of total debt and stockholders’ equity. For a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures, see the appendix to this document. Financial strength gives us the flexibility to fund our announced projects, pursue opportunistic M&A, and distribute cash to shareholders Net Debt1,2 / EBITDA3 Net Debt-to-Capitalization4


 
Q1 FY23 Supplemental Slides │ January 9, 2023 20 Appendix: Non-GAAP Financial Reconciliations


 
11/30/2022 8/31/2022 5/31/2022 2/28/2022 11/30/2021 Net earnings $261,774 $288,630 $312,429 $383,314 $232,889 Interest expense 13,045 14,230 13,433 12,011 11,035 Income taxes 76,725 49,991 92,590 126,432 28,872 Depreciation and amortization 51,183 49,081 43,583 41,134 41,226 Asset impairments 9 453 3,245 1,228 – Adjusted EBITDA1 $402,736 $402,385 $465,280 $564,119 $314,022 Non-cash equity compensation 16,675 9,122 11,986 16,251 9,619 Loss on debt extinguishment – – – 16,052 – Gain on sale of assets – – – (273,315) – Acquisition and integration related costs and other – 1,008 4,478 – 3,165 Purchase accounting effect on inventory – 6,506 2,169 – – Mill operational start-up costs2 5,574 – – – – Core EBITDA1 $424,985 $419,021 $483,913 $323,107 $326,806 Shipments in thousand tons North America steel product shipments 704 700 779 652 699 North America downstream shipments 382 432 399 327 400 Europe steel product shipments 473 428 476 450 365 Total finished steel shipments 1,559 1,560 1,654 1,429 1,464 Core EBITDA per ton of finished steel shipped $273 $269 $293 $226 $223 3 MONTHS ENDED Adjusted EBITDA and Core EBITDA – Last Five Quarters Q1 FY23 Supplemental Slides │ January 9, 2023 21 [1] See page 27 for definitions of non-GAAP measures [2] Net of depreciation and non-cash equity compensation Figures in thousand $


 
Adjusted Earnings Q1 FY23 Supplemental Slides │ January 9, 2023 22[1] See page 27 for definitions of non-GAAP measures Figures in thousand $ 11/30/2022 8/31/2022 5/31/2022 2/28/2022 11/30/2021 Net earnings $261,774 $288,630 $312,429 $383,314 $232,889 Gain on sale of assets – – – (273,315) – Loss on debt extinguishment – – – 16,052 – Asset impairments 9 453 3,245 1,228 – Acquisition and integration related costs and other – 1,008 4,478 – 3,165 Purchase accounting effect on inventory – 6,506 2,169 – – Mill operational start-up costs 5,584 – – – – Total adjustments (pre-tax) $5,593 $7,967 $9,892 ($256,035) $3,165 Tax impact International restructuring – – – – (36,237) Related tax effects on adjustments (1,175) (1,673) (2,077) 60,274 (665) Total tax impact ($1,175) ($1,673) ($2,077) $60,274 ($36,902) Adjusted earnings1 $266,192 $294,924 $320,244 $187,553 $199,152 Average diluted shares outstanding (thousands) 118,925 120,457 122,780 122,852 122,798 Adjusted earnings per diluted share $2.24 $2.45 $2.61 $1.53 $1.62 3 MONTHS ENDED


 
Annualized Return on Invested Capital – Q1 2023 Q1 FY23 Supplemental Slides │ January 9, 2023 23 [1] Federal statutory rate of 21% plus approximate impact of state level income tax [2] See page 27 for definitions of non-GAAP measures Figures in thousand $ 3 MOS ENDED 11/30/2022 Earnings before income taxes $338,499 Plus: interest expense 13,045 Plus: asset impairments 9 Plus: mill operational start-up costs 5,584 Operating profit - adjusted $357,137 Operating profit - adjusted $357,137 Less: income tax at statutory rate1 $85,713 Net operating profit after tax $271,424 Annualized net operating profit after tax 1,085,696 Assets $6,273,967 Less: cash and cash equivalents 582,069 Less: accounts payable 396,560 Less: accrued expenses and other payables 441,586 Invested capital $4,853,752 Annualized net operating profit after tax $1,085,696 Invested capital (average of Q1 2023 and Q4 2022 ending amounts) $4,724,996 Return on Invested Capital2 23.0%


 
11/30/2022 8/31/2022 8/31/2021 8/31/2020 8/31/2019 8/31/2018 8/31/2017 8/31/2016 8/31/2015 11/30/2022 11/30/2021 Net earnings $1,246,147 $1,217,262 $412,865 $278,302 $198,779 $135,237 $50,175 $62,001 $58,583 $261,774 $232,889 Interest expense 52,719 50,709 51,904 61,837 71,373 40,957 44,151 62,121 76,456 13,045 11,035 Income taxes 345,738 297,885 121,153 92,476 69,681 30,147 15,276 13,976 36,097 76,725 28,872 Depreciation and amortization 184,981 175,024 167,613 165,749 158,653 131,508 124,490 127,111 135,559 51,183 41,226 Asset impairments 4,935 4,926 6,784 7,611 384 14,372 1,730 40,028 2,573 9 – Amortization of acquired unfavorable contract backlog – – (6,035) (29,367) (74,784) – – – – – – Adjusted EBITDA1 $1,834,520 $1,745,806 $754,284 $576,608 $424,086 $352,221 $235,822 $305,237 $309,268 $402,736 $314,022 Sustaining capital expenditures and disbursements to stakeholders Sustaining capital expenditures (depreciation and amortization used as proxy) 184,981 175,024 167,613 165,749 158,653 131,508 124,490 127,111 135,559 51,183 41,226 Interest expense 52,719 50,709 51,904 61,837 71,373 40,957 44,151 62,121 76,456 13,045 11,035 Cash income taxes 229,714 229,316 140,950 44,499 7,977 7,198 30,963 50,201 61,000 15,694 15,296 Dividends 69,511 67,749 57,766 57,056 56,537 56,076 55,514 55,342 55,945 18,787 17,025 Less: Equity Compensation (54,034) (46,978) (43,677) (31,850) (25,106) (23,929) (30,311) (26,355) (24,484) (16,675) (9,619) Total capital expenditures and disbursements to stakeholders $482,891 $475,820 $374,556 $297,291 $269,434 $211,810 $224,807 $268,420 $304,476 $82,034 $74,963 Adjusted EBITDA less capital expenditures and disbursements to stakeholders1 $1,351,629 $1,269,986 $379,728 $279,317 $154,652 $140,411 $11,015 $36,817 $4,792 $320,702 $239,059 12 MONTHS ENDED 3 MONTHS ENDED [1] See page 27 for definitions of non-GAAP measures Adjusted EBITDA Less Sustaining Capital Expenditures and Disbursements to Stakeholders Q1 FY23 Supplemental Slides │ January 9, 2023 24 Figures in thousand $


 
11/30/2022 8/31/2022 5/31/2022 2/28/2022 11/30/2021 8/31/2021 5/31/2021 2/28/2021 11/30/2020 8/31/2020 5/31/2020 2/29/2020 11/30/2019 8/31/2019 5/31/2019 2/28/2019 11/30/2018 8/31/2018 Long-term debt $1,093,146 $1,113,249 $1,115,478 $1,445,755 $1,007,801 $1,015,415 $1,020,129 $1,011,035 $1,064,893 $1,065,536 $1,153,800 $1,144,573 $1,179,443 $1,227,214 $1,306,863 $1,310,150 $1,307,824 $1,138,619 Current maturities of long-term debt and short-term borrowings 239,406 388,796 423,091 27,554 56,896 54,366 56,735 22,777 20,701 18,149 17,271 22,715 13,717 17,439 54,895 88,902 29,083 19,746 Total debt $1,332,552 $1,502,045 $1,538,569 $1,473,309 $1,064,697 $1,069,781 $1,076,864 $1,033,812 $1,085,594 $1,083,685 $1,171,071 $1,167,288 $1,193,160 $1,244,653 $1,361,758 $1,399,052 $1,336,907 $1,158,365 Less: Cash and cash equivalents 582,069 672,596 410,265 846,587 415,055 497,745 443,120 367,347 465,162 542,103 462,110 232,442 224,797 192,461 120,315 66,742 52,352 622,473 Net debt1 $750,483 $829,449 $1,128,304 $626,722 $649,642 $572,036 $633,744 $666,465 $620,432 $541,582 $708,961 $934,846 $968,363 $1,052,192 $1,241,443 $1,332,310 $1,284,555 $535,892 Earnings from continuing operations $261,774 $288,630 $312,429 $383,314 $232,889 $152,313 $130,408 $66,233 $63,911 $67,782 $64,169 $63,596 $82,755 $85,880 $78,551 $14,928 $19,420 $51,260 Interest expense 13,045 14,230 13,433 12,011 11,035 11,659 11,965 14,021 14,259 13,962 15,409 15,888 16,578 17,702 18,513 18,495 16,663 15,654 Income taxes 76,725 49,991 92,590 126,432 28,872 40,444 38,175 20,941 21,593 18,495 23,804 22,845 27,332 16,826 29,105 18,141 5,609 6,682 Depreciation and amortization 51,183 49,081 43,583 41,134 41,226 42,437 41,804 41,573 41,799 41,654 41,765 41,389 40,941 41,051 41,181 41,245 35,176 32,610 Asset impairments 9 453 3,245 1,228 – 2,439 277 474 3,594 1,098 5,983 – 530 369 15 – – 840 Amortization of acquired unfavorable contract backlog – – – – – (1,495) (1,508) (1,509) (1,523) (10,691) (4,348) (5,997) (8,331) (16,582) (23,394) (23,476) (11,332) – Adjusted EBITDA from continuing operations1 $402,736 $402,385 $465,280 $564,119 $314,022 $247,797 $221,121 $141,733 $143,633 $132,300 $146,782 $137,721 $159,805 $145,246 $143,971 $69,333 $65,536 $107,046 Trailing 12 month adjusted EBITDA from continuing operations $1,834,520 $1,745,806 $1,591,218 $1,347,059 $924,673 $754,284 $638,787 $564,448 $560,436 $576,608 $589,554 $586,743 $518,355 $424,086 $385,886 $342,947 Total debt $1,332,552 $1,502,045 $1,538,569 $1,473,309 $1,064,697 $1,069,781 $1,076,864 $1,033,812 $1,085,594 $1,083,685 $1,171,071 $1,167,288 $1,193,160 $1,244,653 $1,361,758 $1,399,052 $1,336,907 $1,158,365 Total stockholders' equity 3,584,235 3,286,429 3,142,169 2,869,947 2,486,189 2,295,109 2,156,597 2,009,492 1,934,899 1,889,413 1,800,662 1,758,055 1,701,697 1,624,057 1,564,195 1,498,496 1,489,027 1,493,583 Total capitalization $4,916,787 $4,788,474 $4,680,738 $4,343,256 $3,550,886 $3,364,890 $3,233,461 $3,043,304 $3,020,493 $2,973,098 $2,971,733 $2,925,343 $2,894,857 $2,868,710 $2,925,953 $2,897,548 $2,825,934 $2,651,948 Net debt to trailing 12 month adjusted EBITDA from continuing operations 0.4x 0.5x 0.7x 0.5x 0.7x 0.8x 1.0x 1.2x 1.1x 0.9x 1.2x 1.6x 1.9x 2.5x 3.2x 3.9x Net debt to capitalization 15% 17% 24% 14% 18% 17% 20% 22% 21% 18% 24% 32% 33% 37% 42% 46% 3 MONTHS ENDED Net Debt to Adjusted EBITDA and Net Debt to Capitalization Q1 FY23 Supplemental Slides │ January 9, 2023 25 Figures in thousand $ [1] See page 27 for definitions of non-GAAP measures


 
3 MONTHS ENDED 11/30/2022 8/31/2022 5/31/2022 2/28/2022 11/30/2021 8/31/2021 5/31/2021 2/28/2021 11/30/2020 8/31/2020 5/31/2020 2/29/2020 11/30/2019 8/31/2019 5/31/2019 2/28/2019 11/30/2018 8/31/2018 5/31/2018 2/28/2018 11/30/2017 Net earnings $261,774 $288,630 $312,429 $383,314 $232,889 $152,313 $130,408 $66,233 $63,911 $67,782 $64,169 $63,596 $82,755 $85,880 $78,551 $14,928 $19,420 $51,260 $42,325 $9,781 $31,871 Interest expense 13,045 14,230 13,433 12,011 11,035 11,659 11,965 14,021 14,259 13,962 15,409 15,888 16,578 17,702 18,513 18,495 16,663 15,654 11,511 7,181 6,611 Income taxes 76,725 49,991 92,590 126,432 28,872 40,444 38,175 20,941 21,593 18,495 23,804 22,845 27,332 16,826 29,105 18,141 5,609 6,682 13,312 1,728 8,425 Depreciation and amortization 51,183 49,081 43,583 41,134 41,226 42,437 41,804 41,573 41,799 41,654 41,765 41,389 40,941 41,051 41,181 41,245 35,176 32,610 32,949 34,050 31,899 Amortization of acquired unfavorable contract backlog – – – – – (1,495) (1,508) (1,509) (1,523) (10,691) (4,348) (5,997) (8,331) (16,582) (23,394) (23,476) (11,332) – – – – Asset impairments 9 453 3,245 1,228 – 2,439 277 474 3,594 1,098 5,983 – 530 369 15 – – 840 935 12,136 461 Adjusted EBITDA1 $402,736 $402,385 $465,280 $564,119 $314,022 $247,797 $221,121 $141,733 $143,633 $132,300 $146,782 $137,721 $159,805 $145,246 $143,971 $69,333 $65,536 $107,046 $101,032 $64,876 $79,267 Non-cash equity compensation 16,675 9,122 11,986 16,251 9,619 8,119 13,800 12,696 9,062 9,875 6,170 7,536 8,269 7,758 7,342 5,791 4,215 5,679 5,376 8,550 4,433 Loss on debt extinguishment – – – 16,052 – – – 16,841 – 1,778 – – – – – – – – – – – Gain on sale of assets – – – (273,315) – – (4,457) (5,877) – – – – – – – – – – – – – Facility closure – – – – – – – 5,694 5,214 2,903 1,863 – 6,339 – – – – – – – – Acquisition settlement – – – – – – – – – 32,123 – – – – – – – – – – Labor cost government refund – – – – – – – – (1,348) (2,985) – – – – – – – – – – – Acquisition and integration related costs and other – 1,008 4,478 – 3,165 – – – – – – – – 6,177 2,336 5,475 27,970 10,907 4,975 5,905 3,720 Purchase accounting effect on inventory – 6,506 2,169 – – – – – – – – – – – – 10,315 – – – – – Mill operational start-up costs2 5,574 – – – – – – – – – – – – – – – – – 1,473 6,565 5,433 CMC Steel Oklahoma incentives2 – – – – – – – – – – – – – – – – – – (3,000) – – Severance – – – – – – – – – – – – – – – – – – – – – Core EBITDA1 $424,985 $419,021 $483,913 $323,107 $326,806 $255,916 $230,464 $171,087 $156,561 $175,994 $154,815 $145,257 $174,413 $159,181 $153,649 $90,914 $97,721 $123,632 $109,856 $85,896 $92,853 Core EBITDA – Q1 2018 to Q1 2023 Q1 FY23 Supplemental Slides │ January 9, 2023 26 Figures in thousand $ [1] See page 27 for definitions of non-GAAP measures [2] Net of depreciation and non-cash equity compensation


 
Definitions for non-GAAP financial measures Q1 FY23 Supplemental Slides │ January 9, 2023 27 ADJUSTED EARNINGS Adjusted earnings is a non-GAAP financial measure that is equal to earnings before debt extinguishment costs, certain gains on sale of assets, asset impairments, purchase accounting effect on inventory, mill operational start-up costs, acquisition and integration related costs and other, including the estimated income tax effects thereof. Adjusted earnings should not be considered as an alternative to net earnings or any other performance measure derived in accordance with GAAP. However, we believe that adjusted earnings provides relevant and useful information to investors as it allows: (i) a supplemental measure of our ongoing core performance and (ii) the assessment of period-to-period performance trends. Management uses adjusted earnings to evaluate our financial performance. Adjusted earnings may be inconsistent with similar measures presented by other companies. Adjusted earnings per diluted share (or adjusted EPS) is defined as adjusted earnings on a diluted per share basis. CORE EBITDA Core EBITDA is the sum of net earnings before interest expense and income taxes. It also excludes recurring non-cash charges for depreciation and amortization, asset impairments, and amortization of acquired unfavorable contract backlog. Core EBITDA also excludes debt extinguishment costs, non-cash equity compensation, certain gains on sale of assets, certain facility closure costs, acquisition settlement costs, labor cost government refunds, acquisition and integration related costs, mill operational start-up costs, CMC Steel Oklahoma incentives, severance, and purchase accounting effect on inventory. Core EBITDA should not be considered an alternative to earnings (loss) from continuing operations or net earnings (loss), or as a better measure of liquidity than net cash flows from operating activities, as determined by GAAP. However, we believe that Core EBITDA provides relevant and useful information, which is often used by analysts, creditors and other interested parties in our industry as it allows: (i) comparison of our earnings to those of our competitors; (ii) a supplemental measure of our ongoing core performance; and (iii) the assessment of period-to-period performance trends. Additionally, Core EBITDA is the target benchmark for our annual and long-term cash incentive performance plans for management. Core EBITDA may be inconsistent with similar measures presented by other companies. ADJUSTED EBITDA Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is the sum of the Company’s net earnings before interest expense, income taxes, depreciation and amortization expense, asset impairments, and amortization of acquired unfavorable contract backlog. Adjusted EBITDA should not be considered as an alternative to net earnings, or any other performance measure derived in accordance with GAAP. However, we believe that adjusted EBITDA provides relevant and useful information to investors as it allows: (i) a supplemental measure of our ongoing performance and (ii) the assessment of period-to-period performance trends. Management uses adjusted EBITDA to evaluate our financial performance. Adjusted EBITDA may be inconsistent with similar measures presented by other companies. ADJUSTED EBITDA LESS CAPITAL EXPENDITURES AND DISBURSEMENTS TO STAKEHOLDERS Adjusted EBITDA less sustaining capital expenditures and disbursements to shareholders is defined as Adjusted EBITDA less depreciation and amortization (used as a proxy for sustaining capital expenditures) less interest expense, less cash income taxes less dividend payments plus stock-based compensation. NET DEBT Net debt is defined as total debt less cash and cash equivalents. RETURN ON INVESTED CAPITAL Return on Invested Capital is defined as: 1) after-tax operating profit divided by 2) total assets less cash & cash equivalents less non-interest-bearing liabilities. For annual measures, trailing 5-quarter averages are used for balance sheet figures. FREE CASH FLOW Free cash flow is defined as cash from operations less capital expenditures


 
Q1 FY23 Supplemental Slides │ January 9, 2023 28 Thank You