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0000022444FALSEDelawareIrvingTexas00000224442023-10-122023-10-12

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): October 12, 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 October 12, 2023, Commercial Metals Company (the “Company”) issued a press release announcing its financial results for the fourth quarter and the fiscal year ended August 31, 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, (the "Securities Act"), 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 October 12, 2023, the Company made available on its website a financial presentation regarding its financial results for the fourth quarter and the fiscal year ended August 31, 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 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: October 12, 2023   By: /s/ Paul J. Lawrence
  Name: Paul J. Lawrence
    Title: Senior Vice President and Chief Financial Officer
 





EX-99.1 2 cmc-8312023xearningsreleasa.htm EX-99.1 Document

Exhibit No. 99.1
News Release cmc-logo_rgbxprimaryx300pxa.jpg


CMC REPORTS FOURTH QUARTER AND FULL YEAR FISCAL 2023 RESULTS

•Fourth quarter net earnings of $184.2 million, or $1.56 per diluted share; annual net earnings of $859.8 million, or $7.25 per diluted share
•Fiscal 2023 core EBITDA of $1.5 billion, down only modestly from the record set in fiscal 2022
•Generated record annual cash flow from operating activities of $1.3 billion and record annual free cash flow of $737.4 million
•Fourth quarter North America segment adjusted EBITDA increased from the prior year period, driven by a solid demand environment, strong margins, and good cost control
•Fourth quarter downstream new project bid volumes in North America continued to grow by a double-digit percentage on a year-over-year basis, signaling a robust construction projects pipeline
•Meaningful progress on strategic growth initiatives: successful Arizona 2 production start-up, record quarterly Tensar earnings contribution, and integration of EDSCO Fasteners


Irving, TX - October 12, 2023 - Commercial Metals Company (NYSE: CMC) today announced financial results for its fiscal fourth quarter ended August 31, 2023. Net earnings were $184.2 million, or $1.56 per diluted share, on net sales of $2.2 billion, compared to prior year period net earnings of $288.6 million, or $2.40 per diluted share, on net sales of $2.4 billion.

For the full year fiscal 2023, CMC reported net earnings of $859.8 million, or $7.25 per diluted share, on net sales of $8.8 billion compared to prior year net earnings of $1,217.3 million, or $9.95 per diluted share, on net sales of $8.9 billion.

During the fourth quarter of fiscal 2023, the Company recorded a net after-tax charge of $15.7 million, primarily related to commissioning efforts at the Arizona 2 micro mill. Excluding this item, fourth quarter adjusted earnings were $199.9 million, or $1.69 per diluted share, compared to adjusted earnings of $294.9 million, or $2.45 per diluted share, in the prior year period. “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.

Peter Matt, President and Chief Executive Officer, said, “Fiscal 2023 marked another exceptional year for CMC with highlights including record employee safety performance, the second-best financial results in our Company’s 108-year history, and the achievement of several strategic growth milestones. These results were made possible by outstanding operational, commercial, and strategic execution by the CMC team. On behalf of our board of directors, employees, and shareholders, I also want to thank Barbara Smith for her outstanding leadership as Chief (CMC Fourth Quarter Fiscal 2023 - 2)




Executive Officer, which has transformed the Company and built a strong foundation for the future. I look forward to continuing the strong growth trajectory that she established."

Mr. Matt added, “We generated strong core EBITDA in the fourth quarter, with performance benefiting from solid demand and attractive margin conditions within our North American markets supported by our ongoing efforts to reduce controllable costs. These tailwinds were partially offset by a challenging market environment within Europe, where weaker demand and compressed margins meaningfully impacted our results.

“During the fourth quarter, we continued our progress in investing and building for the future. CMC’s Arizona 2 micro mill started operations successfully in June and is making steady progress in ramping up production. Additionally, our Tensar platform achieved record profitability during the quarter, driven by strong customer acceptance of its latest proprietary geogrid solution; and we are making good progress integrating EDSCO Fasteners, a leading provider of anchoring solutions for the electrical transmission market that further expands our presence in the construction reinforcement market. Construction has commenced at our Steel West Virginia project, with key operations and leadership teams now on-site. Altogether, these strategic initiatives meaningfully broaden our exposure to the structural trends powering domestic construction, which we expect will lead to future growth in earnings, cash flow, and shareholder value,” Matt concluded.

The Company's balance sheet and liquidity position remained strong. As of August 31, 2023, cash and cash equivalents totaled $592.3 million, with available liquidity of $1.6 billion. During the quarter, CMC repurchased 352,000 shares of common stock valued at $18.6 million. As of August 31, 2023, $86.7 million remained available under the current share repurchase authorization.

On October 10, 2023, the board of directors declared a quarterly dividend of $0.16 per share of CMC common stock payable to stockholders of record on October 26, 2023. The dividend to be paid on November 9, 2023, marks the 236th consecutive quarterly payment by the Company.

Business Segments - Fiscal Fourth Quarter 2023 Review
Demand for CMC's finished steel products in North America continued to be healthy during the quarter. Downstream new project bid volumes, a significant indicator of the construction project pipeline, improved from a year ago. However, lower new contract awards drove a modest year-over-year reduction in the volume and value of CMC’s downstream backlog. Demand from industrial end markets, which is important for merchant products, was mixed, with certain applications experiencing slower activity compared to past quarters.

Adjusted EBITDA for the North America segment slightly increased to $375.3 million in the fourth quarter of fiscal 2023 from $370.5 million in the prior year period. Financial results for the period mark the eleventh consecutive quarter of year-over-year growth in adjusted EBITDA, excluding the large gain on the sale of real estate (CMC Fourth Quarter Fiscal 2023 - 3)




recognized in the second quarter of fiscal 2022. The improvement was driven by expanded margins over scrap costs on downstream products, as well as ongoing cost reduction efforts. Controllable costs per ton of finished steel decreased compared to the prior year period, principally driven by lower input costs for key consumables and reduced freight rates which more than offset costs related to the operational start-up of Arizona 2 and a planned outage at CMC’s Steel Alabama merchant bar mill.

North America shipment volumes of finished steel, which include steel products and downstream products, increased 2% year-over-year. The average selling price for steel products decreased $172 per ton compared to the fourth quarter of fiscal 2022, while the cost of scrap utilized declined $49 per ton, resulting in a year-over-year decrease in steel products margin over scrap of $123 per ton. The average selling price for downstream products increased $81 per ton from the prior year period.

Europe end market conditions weakened during the quarter, as Polish construction activity decelerated and industrial production across Central Europe remained muted. Against this backdrop of tepid demand, average selling price decreased $206 per ton from the fourth quarter of the prior year, while scrap costs decreased by $37 per ton, leading to metal margin erosion. The Europe segment reported an adjusted EBITDA loss of $25.7 million for the fourth quarter of fiscal 2023, compared to adjusted EBITDA of $64.1 million in the prior year period. In addition to metal margin compression, the decline in profitability was also impacted by a 9% decrease in shipment volumes compared to the prior year period, which reduced fixed cost leverage. CMC reduced production by approximately 25% compared to the prior year period to align inventory with current demand conditions.

Outlook
Mr. Matt said, "We expect first quarter consolidated financial performance to remain strong by historical standards, but decline from the fourth quarter as a result of seasonally lower shipments, steel product margin compression in North America, and the continuation of challenging market conditions in Europe. During the first quarter, we anticipate that our Europe operations will receive approximately $60 million from two large government rebate programs. The first is an annual CO2 credit estimated at $25 million, up from the $9.5 million received last year. The second is structured as a reimbursement by the Polish government for elevated energy costs incurred during the European energy crisis. Proceeds from this program are expected to be $35 million, and are calculated based on the magnitude of energy cost inflation in calendar year 2023 relative to the prior year baseline. These rebates are expected to drive a sequential improvement in Europe segment adjusted EBITDA.”

Conference Call
CMC invites you to listen to a live broadcast of its fourth quarter fiscal 2023 conference call today, Thursday, October 12, 2023, at 11:00 a.m. ET. Barbara R. Smith, Executive Chairman of the Board; Peter Matt, 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 (CMC Fourth Quarter Fiscal 2023 - 4)




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."

About CMC
CMC is an innovative solutions provider helping build a stronger, safer, and more sustainable world. Through an extensive manufacturing network principally located in the United States and Central Europe, we offer products and technologies to meet the critical reinforcement needs of the global construction sector. CMC’s solutions support construction across a wide variety of applications, including infrastructure, non-residential, residential, industrial, and energy generation and transmission.

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 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.

The Company's 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, and Part II, Item 1A, "Risk Factors" of our subsequent quarterly reports on Form 10-Q, 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 (CMC Fourth Quarter Fiscal 2023 - 5)




contracts due to rising commodity pricing; excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing; the impact of the Russian invasion of Ukraine on the global economy, inflation, energy supplies and raw materials; increased attention to environmental, social and governance ("ESG") matters, including any targets or other ESG or environmental justice initiatives; operating and startup risks, as well as market risks associated with the commissioning of new projects could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investments; impacts from global public health crises on the economy, demand for our products, global supply chain and on our operations; compliance with and changes in existing and future laws, regulations and other legal requirements and judicial decisions that govern our business, including increased environmental regulations associated with climate change and greenhouse gas emissions; involvement in various environmental matters that may result in fines, penalties or judgments; evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors that may impact amounts accrued for environmental liabilities; potential limitations in our or our customers' abilities to access credit and non-compliance with their contractual obligations, including payment obligations; activity in repurchasing shares of our common stock under our share repurchase program; financial and non-financial covenants and restrictions on the operation of our business contained in agreements governing our debt; our ability to successfully identify, consummate and integrate acquisitions and realize any or all of the anticipated synergies or other benefits of acquisitions; the effects that acquisitions may have on our financial leverage; risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third-party consents and approvals; lower than expected future levels of revenues and higher than expected future costs; failure or inability to implement growth strategies in a timely manner; the impact of goodwill or other indefinite-lived intangible asset impairment charges; the impact of long-lived asset impairment charges; currency fluctuations; global factors, such as trade measures, military conflicts and political uncertainties, including changes to current trade regulations, such as Section 232 trade tariffs and quotas, tax legislation and other regulations which might adversely impact our business; availability and pricing of electricity, electrodes and natural gas for mill operations; our ability to hire and retain key executives and other employees;our ability to successfully execute leadership transitions; competition from other materials or from competitors that have a lower cost structure or access to greater financial resources; information technology interruptions and breaches in security; our ability to make necessary capital expenditures; availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance; unexpected equipment failures; losses or limited potential gains due to hedging transactions; litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks; risk of injury or death to employees, customers or other visitors to our operations; and civil unrest, protests and riots.



(CMC Fourth Quarter Fiscal 2023 - 6)

COMMERCIAL METALS COMPANY
FINANCIAL & OPERATING STATISTICS (UNAUDITED)
  Three Months Ended Year Ended
(in thousands, except per ton amounts) 8/31/2023 5/31/2023 2/28/2023 11/30/2022 8/31/2022 8/31/2023 8/31/2022
North America
Net sales $ 1,901,653  $ 1,987,535  $ 1,640,933  $ 1,816,899  $ 1,997,636  $ 7,347,020  $ 7,298,632 
Adjusted EBITDA 375,312  402,175  299,311  377,956  370,516  1,454,754  1,553,858 
External tons shipped
Raw materials 344  409  321  316  359  1,390  1,375 
Rebar 542  539  425  461  451  1,967  1,805 
Merchant bar and other 216  248  236  243  249  943  1,025 
Steel products 758  787  661  704  700  2,910  2,830 
Downstream products 391  382  311  382  432  1,466  1,558 
Average selling price per ton
Raw materials $ 838  $ 833  $ 868  $ 824  $ 950  $ 840  $ 1,073 
Steel products 932  979  985  1,020  1,104  978  1,060 
Downstream products 1,429  1,452  1,418  1,399  1,348  1,426  1,217 
Cost of raw materials per ton $ 606  $ 619  $ 639  $ 598  $ 717  $ 615  $ 807 
Cost of ferrous scrap utilized per ton $ 338  $ 384  $ 346  $ 325  $ 387  $ 349  $ 431 
Steel products metal margin per ton $ 594  $ 595  $ 639  $ 695  $ 717  $ 629  $ 629 
Europe
Net sales $ 301,264  $ 353,294  $ 355,633  $ 406,513  $ 412,264  $ 1,416,704  $ 1,621,642 
Adjusted EBITDA (25,719) 9,618  12,949  64,505  64,096  61,353  346,051 
External tons shipped
Rebar 151  146  183  204  177  684  622 
Merchant bar and other 238  283  253  269  251  1,043  1,097 
Steel products 389  429  436  473  428  1,727  1,719 
Average selling price per ton
Steel products $ 682  $ 753  $ 756  $ 792  $ 888  $ 749  $ 896 
Cost of ferrous scrap utilized per ton $ 398  $ 427  $ 389  $ 366  $ 435  $ 395  $ 463 
Steel products metal margin per ton $ 284  $ 326  $ 367  $ 426  $ 453  $ 354  $ 433 





(CMC Fourth Quarter Fiscal 2023 - 7)

COMMERCIAL METALS COMPANY
BUSINESS SEGMENTS (UNAUDITED)
Three Months Ended Year Ended
(in thousands) 8/31/2023 5/31/2023 2/28/2023 11/30/2022 8/31/2022 8/31/2023 8/31/2022
Net sales
North America $ 1,901,653  $ 1,987,535  $ 1,640,933  $ 1,816,899  $ 1,997,636  $ 7,347,020  $ 7,298,632 
Europe 301,264  353,294  355,633  406,513  412,264  1,416,704  1,621,642 
Corporate and Other 6,311  4,160  21,437  3,901  (2,835) 35,809  (6,793)
Total net sales $ 2,209,228  $ 2,344,989  $ 2,018,003  $ 2,227,313  $ 2,407,065  $ 8,799,533  $ 8,913,481 
Adjusted EBITDA
North America $ 375,312  $ 402,175  $ 299,311  $ 377,956  $ 370,516  $ 1,454,754  $ 1,553,858 
Europe (25,719) 9,618  12,949  64,505  64,096  61,353  346,051 
Corporate and Other (38,390) (37,715) (15,573) (39,725) (32,227) (131,403) (154,103)
Total adjusted EBITDA $ 311,203  $ 374,078  $ 296,687  $ 402,736  $ 402,385  $ 1,384,704  $ 1,745,806 





(CMC Fourth Quarter Fiscal 2023 - 8)

COMMERCIAL METALS COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
  Three Months Ended August 31, Year Ended August 31,
(in thousands, except share and per share data) 2023 2022 2023 2022
Net sales $ 2,209,228  $ 2,407,065  $ 8,799,533  $ 8,913,481 
Costs and operating expenses (income):  
Cost of goods sold 1,784,142  1,899,251  6,987,618  7,057,085 
Selling, general and administrative expenses 174,032  153,826  643,535  544,984 
Interest expense 8,259  14,230  40,127  50,709 
Asset impairments 3,734  453  3,780  4,926 
Loss (gain) on sale of assets 1,152  684  2,327  (275,422)
Loss on debt extinguishment —  179  16,052 
Net costs and operating expenses 1,971,320  2,068,444  7,677,566  7,398,334 
Earnings before income taxes 237,908  338,621  1,121,967  1,515,147 
Income taxes 53,742  49,991  262,207  297,885 
Net earnings $ 184,166  $ 288,630  $ 859,760  $ 1,217,262 
Earnings per share:
Basic $ 1.58  $ 2.43  $ 7.34  $ 10.09 
Diluted 1.56  2.40  7.25  9.95 
Cash dividends per share $ 0.16  $ 0.14  $ 0.64  $ 0.56 
Average basic shares outstanding 116,725,241  118,780,227  117,077,703  120,648,090 
Average diluted shares outstanding 118,218,222  120,457,370  118,606,271  122,372,386 
 




(CMC Fourth Quarter Fiscal 2023 - 9)

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share data) August 31, 2023 August 31, 2022
Assets
Current assets:
Cash and cash equivalents $ 592,332  $ 672,596 
Accounts receivable (less allowance for doubtful accounts of $4,135 and $4,990)
1,240,217  1,358,907 
Inventories 1,035,582  1,169,696 
Prepaid and other current assets 276,024  240,269 
Total current assets 3,144,155  3,441,468 
Property, plant and equipment:
Land 160,067  155,237 
Buildings and improvements 1,071,102  799,715 
Equipment 3,089,007  2,440,910 
Construction in process 213,651  489,031 
4,533,827  3,884,893 
Less accumulated depreciation and amortization (2,124,467) (1,974,022)
Property, plant and equipment, net 2,409,360  1,910,871 
Intangible assets, net 259,161  257,409 
Goodwill 385,821  249,009 
Other noncurrent assets 440,597  378,270 
Total assets $ 6,639,094  $ 6,237,027 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 364,390  $ 428,055 
Accrued expenses and other payables 438,811  540,136 
Current maturities of long-term debt and short-term borrowings 40,513  388,796 
Total current liabilities 843,714  1,356,987 
Deferred income taxes 306,801  250,302 
Other noncurrent liabilities 253,181  230,060 
Long-term debt 1,114,284  1,113,249 
Total liabilities 2,517,980  2,950,598 
Stockholders' equity:
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 116,515,427 and 117,496,053 shares
1,290  1,290 
Additional paid-in capital 394,672  382,767 
Accumulated other comprehensive loss (3,778) (114,451)
Retained earnings 4,097,262  3,312,438 
Less treasury stock, 12,545,237 and 11,564,611 shares at cost
(368,573) (295,847)
Stockholders' equity 4,120,873  3,286,197 
Stockholders' equity attributable to non-controlling interests 241  232 
Total stockholders' equity 4,121,114  3,286,429 
Total liabilities and stockholders' equity $ 6,639,094  $ 6,237,027 






(CMC Fourth Quarter Fiscal 2023 - 10)

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
  Year Ended August 31,
(in thousands) 2023 2022
Cash flows from (used by) operating activities:
Net earnings $ 859,760  $ 1,217,262 
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization 218,830  175,024 
Stock-based compensation 60,529  46,978 
Deferred income taxes and other long-term taxes 51,919  86,175 
Write-down of inventory 11,286  464 
Asset impairments 3,780  4,926 
Net loss (gain) on sales of assets
2,327  (275,422)
Loss on debt extinguishment 179  16,052 
Other 4,471  2,089 
Settlement of New Markets Tax Credit transaction (17,659) — 
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable 175,102  (257,607)
Inventories 177,024  (255,175)
Accounts payable, accrued expenses and other payables (174,120) 3,899 
Other operating assets and liabilities (29,325) (64,356)
Net cash flows from operating activities
1,344,103  700,309 
Cash flows from (used by) investing activities:
Capital expenditures (606,665) (449,988)
Acquisitions, net of cash acquired (234,717) (552,449)
Proceeds from government grants related to property, plant and equipment 5,000  — 
Proceeds from insurance 2,456  3,081 
Proceeds from the sale of property, plant and equipment and other 1,006  315,148 
Other (2,307) (507)
Net cash flows used by investing activities
(835,227) (684,715)
Cash flows from (used by) financing activities:
Proceeds from issuance of long-term debt, net —  743,391 
Repayments of long-term debt (389,756) (328,594)
Debt issuance costs (1,800) (3,064)
Debt extinguishment costs (97) (13,642)
Proceeds from accounts receivable facilities 330,061  440,236 
Repayments under accounts receivable facilities (349,015) (433,936)
Treasury stock acquired (101,406) (161,880)
Tax withholdings related to share settlements, net of purchase plans (12,539) (9,457)
Dividends (74,936) (67,749)
Contribution from non-controlling interest — 
Net cash flows from (used by) financing activities
(599,479) 165,305 
Effect of exchange rate changes on cash 7,077  (2,785)
Increase (decrease) in cash, restricted cash, and cash equivalents
(83,526) 178,114 
Cash, restricted cash and cash equivalents at beginning of period 679,243  501,129 
Cash, restricted cash and cash equivalents at end of period $ 595,717  $ 679,243 
Supplemental information:
Cash paid for income taxes $ 199,883  $ 229,316 
Cash paid for interest 64,431  47,329 
Noncash activities:
Liabilities related to additions of property, plant and equipment $ 31,379  $ 55,648 
Cash and cash equivalents $ 592,332  $ 672,596 
Restricted cash 3,385  6,647 
Total cash, restricted cash and cash equivalents $ 595,717  $ 679,243 



(CMC Fourth Quarter Fiscal 2023 - 11)

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 Year Ended
(in thousands) 8/31/2023 5/31/2023 2/28/2023 11/30/2022 8/31/2022 8/31/2023 8/31/2022
Net earnings $ 184,166  $ 233,971  $ 179,849  $ 261,774  $ 288,630  $ 859,760  $ 1,217,262 
Interest expense 8,259  8,878  9,945  13,045  14,230  40,127  50,709 
Income taxes 53,742  76,099  55,641  76,725  49,991  262,207  297,885 
Depreciation and amortization 61,302  55,129  51,216  51,183  49,081  218,830  175,024 
Asset impairments 3,734  36  453  3,780  4,926 
Adjusted EBITDA 311,203  374,078  296,687  402,736  402,385  1,384,704  1,745,806 
Non-cash equity compensation 16,529  10,376  16,949  16,675  9,122  60,529  46,978 
Mill operational commissioning costs(1)
12,297  7,264  6,811  5,574  —  31,946  — 
Settlement of New Markets Tax Credit transaction —  —  (17,659) —  —  (17,659) — 
Acquisition and integration related costs and other —  —  —  —  1,008  —  8,651 
Purchase accounting effect on inventory —  —  —  —  6,506  —  8,675 
Gain on sale of assets —  —  —  —  —  —  (273,315)
Loss on debt extinguishment —  —  —  —  —  —  16,052 
Core EBITDA $ 340,029  $ 391,718  $ 302,788  $ 424,985  $ 419,021  $ 1,459,520  $ 1,552,847 
__________________________________
(1) Net of depreciation.



(CMC Fourth Quarter Fiscal 2023 - 12)

A reconciliation of net earnings to adjusted earnings is provided below:
  Three Months Ended Year Ended
(in thousands, except per share data) 8/31/2023 5/31/2023 2/28/2023 11/30/2022 8/31/2022 8/31/2023 8/31/2022
Net earnings $ 184,166  $ 233,971  $ 179,849  $ 261,774  $ 288,630  $ 859,760  $ 1,217,262 
Asset impairments 3,734  36  453  3,780  4,926 
Mill operational commissioning costs 16,131  7,287  6,825  5,584  —  35,827  — 
Settlement of New Markets Tax Credit transaction —  —  (17,659) —  —  (17,659) — 
Acquisition and integration related costs and other —  —  —  —  1,008  —  8,651 
Purchase accounting effect on inventory —  —  —  —  6,506  —  8,675 
Gain on sale of assets —  —  —  —  —  —  (273,315)
Loss on debt extinguishment —  —  —  —  —  —  16,052 
Total adjustments (pre-tax) $ 19,865  $ 7,288  $ (10,798) $ 5,593  $ 7,967  $ 21,948  $ (235,011)
Tax items
International restructuring —  —  —  —  —  —  (36,237)
Related tax effects on adjustments (4,172) (1,530) 2,268  (1,175) (1,673) (4,609) 55,859 
Total tax items (4,172) (1,530) 2,268  (1,175) (1,673) (4,609) 19,622 
Adjusted earnings $ 199,859  $ 239,729  $ 171,319  $ 266,192  $ 294,924  $ 877,099  $ 1,001,873 
Net earnings per diluted share $ 1.56  $ 1.98  $ 1.51  $ 2.20  $ 2.40  $ 7.25  $ 9.95 
Adjusted earnings per diluted share $ 1.69  $ 2.02  $ 1.44  $ 2.24  $ 2.45  $ 7.40  $ 8.19 








Media Contact:
Susan Gerber
(214) 689-4300

EX-99.2 3 q42023-supplementalslide.htm EX-99.2 q42023-supplementalslide
Q4 FY 2023 Supplemental Slides


 
2Q4 FY23 Supplemental Slides October 12, 2023 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 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 and Part II, Item 1A, “Risk Factors” of our most recent quarterly report on 10-Q, 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; 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; increased attention to environmental, social and governance (“ESG”) matters, including any targets or other ESG or environmental justice initiatives; operating and startup risks, as well as market risks associated with the commissioning of new projects could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investments; impacts from global public health crises on the economy, demand for our products, global supply chain and on our operations; compliance with and changes in existing and future laws, regulations and other legal requirements and judicial decisions that govern our business, including increased environmental regulations associated with climate change and greenhouse gas emissions; involvement in various environmental matters that may result in fines, penalties or judgments; evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors that may impact amounts accrued for environmental liabilities; potential limitations in our or our customers' abilities to access credit and non-compliance with their contractual obligations, including payment obligations; activity in repurchasing shares of our common stock under our share repurchase program; financial and non- financial covenants and restrictions on the operation of our business contained in agreements governing our debt; our ability to successfully identify, consummate and integrate acquisitions and realize any or all of the anticipated synergies or other benefits of acquisitions; the effects that acquisitions may have on our financial leverage; risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third party consents and approvals; lower than expected future levels of revenues and higher than expected future costs; failure or inability to implement growth strategies in a timely manner; the impact of goodwill or other indefinite lived intangible asset impairment charges; the impact of long-lived asset impairment charges; currency fluctuations; global factors, such as trade measures, military conflicts and political uncertainties, including changes to current trade regulations, such as Section 232 trade tariffs and quotas, tax legislation and other regulations which might adversely impact our business; availability and pricing of electricity, electrodes and natural gas for mill operations; our ability to hire and retain key executives and other employees; our ability to manage the transition to a new chief executive officer; competition from other materials or from competitors that have a lower cost structure or access to greater financial resources; information technology interruptions and breaches in security; our ability to make necessary capital expenditures; availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance; unexpected equipment failures; losses or limited potential gains due to hedging transactions; litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks; risk of injury or death to employees, customers or other visitors to our operations; and civil unrest, protests and riots. Forward-Looking Statements


 
3 Q4 FY23 Supplemental Slides October 12, 2023 Leading positions in core products and geographies Focused strategy that leverages capabilities, competitive strengths, and market knowledge Strong balance sheet and cash generation provide 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


 
4 Key Takeaways From Today’s Call Strong fourth quarter financial results • Core EBITDA among the best quarters in CMC history • Resilient North America segment achieved year-over-year growth in adjusted EBITDA for the eleventh consecutive quarter (excluding Q2 2022 gain on CA land sale) Current North America market dynamics remain good, though softer than recent record periods; Europe continues to be challenged Successful Arizona 2 operational commissioning • Currently focused on ramping-up production levels Positive North America long-term fundamentals remain intact, supported by infrastructure spending programs and outlook for large-scale industrial projects Expect first quarter financial performance to decline sequentially • Europe anticipated to receive $60 million related to government rebate programs Solid financial position • Balance sheet strength and cash flow profile continue to provide capital allocation flexibility Q4 FY23 Supplemental Slides October 12, 2023 $1.56 Q4 Diluted EPS 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 2 Adjusted EPS is on a per diluted share basis $340 million $1.69 15.2% Q4 Core EBITDA1 Q4 Adjusted EPS1,2 Q4 Annualized ROIC1 ✔ ✔ ✔ ✔ ✔ ✔ $184 million Q4 Net Earnings $200 million Q4 Adjusted Earnings1


 
5 ➢ Record employee safety performance − OSHA recordables and incident rate improved from FY 2022 ➢ Core EBITDA of $1.46 billion was the second best ever; down only 6% from the record set in FY 2022 ➢ Record cash flow from operating activities of $1.3 billion − Free cash flow1 also reached a new record ➢ Significant progress executing CMC’s strategic growth plan − Construction of Arizona 2 was completed; currently ramping up production − Improved earnings contribution from Tensar platform − Executed six strategic bolt-on acquisitions valued at $235 million that broaden and deepen CMC’s commercial portfolio and strengthen its operations − Initial construction activity commenced at Steel West Virginia ➢ Reduced indebtedness by nearly $350 million, compared to FY 2022 year end − Repurchased $116 million of senior notes due May 2023 through tender offer; repaid remaining $214 million at maturity Fiscal Year 2023 Accomplishments 1 Free cash flow is a non-GAAP financial measure. For definitions and reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures, see the appendix to this document Q4 FY23 Supplemental Slides October 12, 2023


 
6 Continued Progress in Keeping Our People Safe 1.6 1.5 1.5 1.5 1.3 1 1.1 1.2 1.3 1.4 1.5 1.6 1.7 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 4.1 0.8 BLS CMC 2.1 1.33 BLS CMC 3.9 1.38 BLS CMC Total Recordable Incident Rate by Line of Business North America Recycling North America Mills North America Downstream CMC performs better than our industry 114 CMC facilities with ZERO incidents in FY 2023CMC Total Recordable Incident Rate by Year Performance improved in FY 2023 while adding facilities and people Note: BLS stands for the U.S. Bureau of Labor Statistics Q4 FY23 Supplemental Slides October 12, 2023


 
7 1,460 – 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 0 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 Core EBITDA Core EBITDA Margin 61 0 50 100 150 200 250 300 350 400 0 50 100 150 200 250 300 350 400 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 Europe Adjusted EBITDA Per Ton of Finished Steel Shipped 1,455 0 50 100 150 200 250 300 350 400 0 250 500 750 1,000 1,250 1,500 1,750 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 Gain on CA land sale NA Segment EBITDA (ex CA land sale) Per Ton of Finished Steel Shipped FY 2023 Was a Strong Year of Financial Performance A d ju s te d E B IT D A ( $ m ill io n s ) A d ju s te d E B IT D A ( $ m ill io n s ) $ p e r to n $ p e r to n Annual North America Segment Adjusted EBITDA Annual Europe Segment Adjusted EBITDA Annual Consolidated Core EBITDA C o re E B IT D A ( $ m ill io n s ) % o f R e ve n u e Return on Invested Capital 17.9% FY ‘23 3.8% FY ‘17 Total Shareholder Equity per Share1 $35.37 FY ‘23 $12.10 FY ‘17 Up nearly 5x from six years ago 192% increase in equity per common share [1] Total shareholder equity per share defined as year-end total stockholder equity divided by year-end common shares outstanding as reported on the Company’s balance sheet Q4 FY23 Supplemental Slides October 12, 2023


 
8 6.5 7.0 7.5 8.0 8.5 9.0 9.5 10.0 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 LTM to July Market Environment in North America Remains Supportive ➢ Dodge Momentum Index continued to expand year-over-year during CMC’s Q4, pointing toward growth in the pipeline for private non-residential construction ➢ State transportation awards increased 18% calendar year-to-date through July, and were up 43% from the same period in 2021 ➢ CMC’s new project bid volumes align with external indicators. The flow of new work into the project pipeline remains robust ➢ A slower rate of converting new bids into awards has reduced CMC’s downstream backlog year-over-year; tight labor markets and higher lending standards have played a role [1] Data as of the following dates: Dodge Momentum Index, three months ended August 2023; Highway and Street spending, three months ended August 2023; State Transportation Contract Awards, calendar year-to-date to July 2023; CMC indicators for Q4 FY 2023 [2] Data from Steel Manufacturers’ Association [3] Data from U.S. Census Bureau’s Construction Spending Report [4] Data from the American Road and Transportation Builders’ Association [5] Measure equals North America external rebar shipments from mills plus shipments of downstream products Dodge Momentum Index1 15% y/y Highway and Street Spending1,3 16% y/y CMC New Project Bid Volumes 27% y/y Downstream Backlog Value 8% y/y Near-Term Market Outlook – Key Construction Indicators1 External Indicators Internal Indicators R e b a r C o n s u m p ti o n ( m ill io n t o n s ) U.S. Rebar Consumption at Historically Strong Levels2 (trailing 12-month basis) State Transportation Contract Awards1,4 18% y/y Total CMC NA Rebar Shipments 6% y/y5 2014 to 2019 Avg ➢ Domestic rebar consumption remained within a range of 8.2 million and 8.8 million tons prior to the pandemic (2014 to 2019) ➢ Structural trends have increased rebar consumption to 5% to 10% above pre-pandemic levels, with more potential upside ahead from infrastructure investment, the construction of major re-shoring projects, and transition to renewable energy sources Q4 FY23 Supplemental Slides October 12, 2023


 
9 Long-Term Outlook Supported by Powerful Structural Trends [1] Rebar consumption data for calendar 2021 from Concrete Reinforcing Steel Institute [2] Rebar intensities equal to consumption by market segment per Concrete Reinforcing Steel Institute divided by total construction spending by market segment per the U.S. Census Bureau Breakdown of U.S. Rebar Consumption1 and Potential Influences on Demand The outlook for rebar consumption is supported by significant structural trends, strong corporate balance sheets, and meaningful levels of federal funding The construction end markets receiving increased levels of investment are the most rebar-intensive and least sensitive to interest rates and bank lending 3.6 5.2 26.4 0 10 20 30 Residential Non-Res Infrastructure Rebar Consumption Intensities2 (5-yr avg: tons of rebar consumed per $ million of value put-in-place) 3 5 % h ig h in te re s t ra te s e n s it iv it y 6 5 % l o w t o m o d e ra te in te re s t ra te s e n s it iv it y 5 5 % o f re b a r c o n s u m p ti o n t o b e n e fi t d ir e c tl y fr o m f e d e ra l l e g is la ti o n Highways Sewer and waste Other public Commercial and Industrial Public Utilities Educational Healthcare Office Other non-residential Single-family housing Other residential 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% $250B Federal Support for Green Energy from the Inflation Reduction Act CHIPS Act and re-shoring; ~$465B in major projects announced across semiconductors, electric vehicles, and EV batteries Infrastructure Investment and Jobs Act provides $550B in federal funding over five years; expected to create 1.5 million tons of rebar consumption at full run-rate Residential inventories for sale are structurally low in most geographic markets. Despite higher interest rates, average monthly housing starts since July 2022 have been above pre- pandemic levels Less than 10% of rebar consumption is unsupported by structural factors and at high-risk from tighter lending standards R e b a r C o n s u m p ti o n b y E n d M a rk e t (% o f 2 0 2 1 T o ta l) End Markets Residential Private Non-Residential Public Infrastructure Q4 FY23 Supplemental Slides October 12, 2023


 
10 Government Support for Investment Construction Activity is At The Heart of U.S. Economic Realignment • 2021 Infrastructure Investment and Jobs Act (IIJA) significantly increases federal support for infrastructure investment − Estimated to increase annual rebar demand by 1.5 million tons at full run-rate INFRASTRUCTURE INVESTMENT • Overseas supply chain failures and direct government support have stimulated a massive amount of investment across multiple industries • Automakers are investing for a long-term transition to electric vehicles RESHORING AND SUPPLY CHAIN REALIGNMENT • Direct government support is stimulating significant investments in clean energy generation, as well as manufacturing facilities to produce utility scale batteries, wind turbines, and solar panels ENERGY TRANSITION Successive crises of pandemic, supply chain failures, and geopolitical shocks, as well as government support for the transition to green energy, have launched significant structural adjustments. Dodge Analytics Infrastructure Design- Phase Index +650% Y/Y (trailing 3-mo) FY 2024 State DOT Highway Budgets1 +13% vs. prior year Semiconductor & Supporting Investments2 69 projects $315 billion Electric Vehicle and Battery Plants3 124 projects >$150 billion Clean Energy Generation Investments4 ~$150 billion announced in 12 months to August 2023 The trends highlighted above have the potential to support rebar demand for years to come. Investments are being driven by necessity and the availability of government funding, making them less interest rate sensitive than traditional non-residential markets such as office, retail, and lodging. [1] Data from American Road and Transportation Builders’ Associations [2] Data from Semiconductor Industry Association [3] Data from Environmental Defense Fund [4] Data from American Clean Power Association Manufacturing Facilities for Clean Energy4 ~$22 billion announced in 12 months to August 2023 $550 billion from IIJA $52 billion CHIPS Act $250 billion Inflation Reduction Act $12 billion DOE loans Funding from IRA Q4 FY23 Supplemental Slides October 12, 2023


 
11 Recent Market Developments Europe Market Environment is Challenging [1] Data from S&P Global manufacturing PMI report [2] Data from Statistics Poland for periods matching CMC’s Q4 2022 and Q4 2023 [3] Data from Eurofer and Statistics Poland Conditions are currently challenging, but green shoots and potential catalysts exist. These include a mortgage subsidy program for first-time homebuyers and the potential release of €35 billion to Poland from the EU Recovery and Resilience fund. Lackluster demand and compressed margins negatively impacted fourth quarter results for CMC’s Europe segment. Demand Supply Costs Macroeconomic Backdrop Manufacturing Germany and Poland PMIs below 50 for 15 consecutive months1 Energy Costs Natural gas purchase contracts reprice Oct 1; will reduce cost per ton by $15 to $20 Long Product Imports EU and Polish imports down y/y3 Construction Housing units under construction down 5% y/y2 Construction Polish cement production down 10% y/y2 Long Product Production Polish long steel production down ~13% y/y2 Energy Rebates Expect to receive $60M in rebates as reimbursement for high energy related costs incurred Interest Rates Central bank has reduced rates by 100bps since early Sep to stimulate growth Cost Position CMC remains one of the lowest cost long products producers in Europe Inflation Inflation is down from its 2023 peak y/y change of 18.4%, but remains high at 8.2% Currency Valuation Zloty has weakened against USD and EUR, making imported steel more expensive Q4 FY23 Supplemental Slides October 12, 2023


 
12 • Downstream product margins over scrap1 expanded significantly compared to the prior year period − Improved by approximately $170 per ton y/y • North America finished steel volumes reflected good underlying demand levels; shipments increased slightly year-over-year • North America steel product margins decreased y/y, primarily driven by lower steel pricing that has been negatively impacted by increased competition from imports • North America controllable costs per ton of finished steel declined year-over-year as a result of lower per-unit costs for key consumables and reduced freight rates, which more than offset costs related to the commissioning of Arizona 2 and a planned outage at CMC’s Southeastern merchant bar mill • Europe segment results negatively impacted year-over-year by a lower steel pricing environment, a reduction in shipments, and higher energy costs − Steel product margin over scrap declined $169 per ton from a year ago − Energy costs increased by ~$35 per ton y/y • Market environment in Europe was very challenging during the fourth quarter and expected to be difficult into FY 2024 − Demand negatively impacted by slowing Polish construction activity and sluggish European economic activity • Q1 consolidated financial results are expected to be strong, although down from Q4 • Segment adjusted EBITDA in North America expected to decline sequentially due to metal margin erosion and seasonally slower shipment levels • Challenging market conditions to persist in Europe • Europe operations anticipated to receive approximately $60 million from two large government rebate programs, which should drive a sequential improvement in segment adjusted EBITDA P e rf o rm a n c e D ri v e rs O u tl o o k Q4 Operational Update [1] Downstream Product Margin Over Scrap equals Average Selling Price minus cost of ferrous scrap utilized during the prior quarter Q4 FY23 Supplemental Slides October 12, 2023


 
13 419 340 5 (90) (6) 12 0 50 100 150 200 250 300 350 400 450 500 550 Q4 Consolidated Operating Results Q4 ’22 Q1 ’23 Q2 ’23 Q3 ’23 Q4 ’23 External Finished Steel Tons Shipped1 1,560 1,559 1,408 1,598 1,538 Core EBITDA2 $419,021 $424,985 $302,788 $391,718 $340,029 Core EBITDA per Ton of Finished Steel Shipped2 $269 $273 $215 $245 $221 Adjusted Earnings2 $294,924 $266,192 $171,319 $239,729 $199,859 Performance Summary Units in 000’s except per ton amounts • $16.1 million in costs related to commissioning activities at Arizona 2 mill project • $3.7 million impairment charge related to a downstream location Non-Operating Adjustments Figures are pre-tax for Q4 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 – Q4 2022 to Q4 2023 $ Millions Q4 FY23 Supplemental Slides October 12, 2023


 
14 327 327 (4) (40) 21 23 200 225 250 275 300 325 350 Q4 '22 Adj EBITDA per Ton Raw Materials Steel Products Downstream Controllable Cost & Other Q4 '23 Adj EBITDA per Ton 327 348 308 344 327 876 1,012 1,093 1,106 1,045 717 695 639 595 594 0 50 100 150 200 250 300 350 400 0 200 400 600 800 1,000 1,200 Q4 '22 Q1 '23 Q2 '23 Q3 '23 Q4 '23 Adjusted EBITDA per Ton of Finished Steel Shipped Downstream Products Margin Over Scrap (1 Qtr Lag) Steel Products Margin Over Scrap Key Performance Drivers Q4 2023 vs Q4 2022 Q4 North America Q4 ’22 Q1 ‘23 Q2 ‘23 Q3 ’23 Q4 ’23 External Finished Steel Tons Shipped[1] 1,132 1,086 972 1,169 1,149 Adjusted EBITDA $370,516 $377,956 $299,311 $402,175 $375,312 Adjusted EBITDA per Ton of Finished Steel Shipped $327 $348 $308 $344 $327 Adjusted EBITDA Margin 18.5% 20.8% 18.2% 20.2% 19.7% Performance Summary Units in 000’s except per ton amounts • Increased downstream product margins over scrap − Up approximately $170 per ton2 y/y − Full value chain profitability on sales of downstream products above long-term average • Improved controllable costs per ton of finished steel shipped − Lower per unit input costs and reduced freight rates more than offset costs related to Arizona 2 commissioning and planned upgrade outage at Southeastern merchant mill • Contribution from Tensar ($18.2 million of EBITDA; up $8.6 million y/y) • Lower steel product margins over scrap cost negatively impacted y/y performance [1] External Finished Steel Tons Shipped equal to shipments of Steel Products plus Downstream Products [2] Downstream Product Margin Over Scrap equals Average Selling Price minus cost of ferrous scrap utilized during the prior quarter [3] Steel Products Margin Over Scrap equals Average Selling Price minus Cost of ferrous scrap utilized North America – Key Margins $ / ton S P a n d D P M a rg in O ve r S c ra p A d ju s te d E B IT D A p e r to n Adjusted EBITDA Per Ton Bridge – Q4 2022 to Q4 2023 $ / ton of external finished steel shipped [2] [3] [2] Margin Over Scrap Cost Q4 FY23 Supplemental Slides October 12, 2023


 
15 0 50 100 150 200 250 300 350 NA Steel Product Margin Premium to Europe FY 2019 to FY 2022 Average 453 426 367 326 284 150 136 30 22 (66) (100) 0 100 200 300 400 500 Q4 '22 Q1 '23 Q2 '23 Q3 '23 Q4 '23 Steel Products Margin Over Scrap Adjusted EBITDA per Ton Key Performance Drivers Q4 2023 vs Q4 2022 Q4 Europe Q4 ’22 Q1 ’23 Q2 ’23 Q3 ’23 Q4 ’23 External Finished Steel Tons Shipped[1] 428 473 436 429 389 Adjusted EBITDA $64,096 $64,505 $12,949 $9,618 ($25,719) Adjusted EBITDA per Ton of Finished Steel Shipped $150 $136 $30 $22 ($66) Adjusted EBITDA Margin 15.5% 15.9% 3.6% 2.7% (8.5%) Performance Summary Units in 000’s except per ton amounts • Margins over scrap declined from the prior year period − Down $169 per ton y/y • Shipment volumes declined 9% from the prior year period • Energy costs increased compared to the prior year period Europe – Key Margins $ / ton Average Steel Product Margin Over Scrap Differential to North America $ / ton [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 M a rg in O ve r S c ra p & A d ju s te d E B IT D A N A m a rg in m in u s E u ro p e m a rg in Q4 FY23 Supplemental Slides October 12, 2023


 
16 2 31 Disciplined Capital Allocation Strategy CMC Capital Allocation Priorities: $350 million share repurchase program ($87 million remaining) Quarterly dividend of $0.16 per share (last increased 14% in Q4 2022) Shareholder Cash Distribution Programs in Place Value-Generating Growth Shareholder Distributions Debt Management CMC will prudently allocate capital while maintaining a strong and flexible balance sheet Q4 FY23 Supplemental Slides October 12, 2023 [1] Equal to net earnings plus adjustments to reconcile net earnings to net cash flows from operating activities • Cash flow from earnings • Working capital release 2023 Sources of Cash (all figures in $ millions) $1,195 from cash flow from earnings1 $149 from working capital release $1,344 cash flow from operating activities • Sustaining capex, including key equipment replacement projects • Growth − Completion of Arizona 2 greenfield project − Initial investments in CMC Steel WV − Opportunistic M&A • Cash distributions to shareholders − Share repurchases − Cash dividends • Debt reduction via repayment of 2023 senior notes 2023 Uses of Cash (all figures in $ millions) $607 for capital expenditures $235 for opportunistic M&A $176 for shareholder distributions $390 for long-term debt repayment $1,408 of capital deployment


 
17 $5 $37 $2 $141 $155 $279 $380 $1,270 $911 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 Cash Generation Profile Adjusted EBITDA Less Sustaining Capital Expenditures and Disbursements to Stakeholders 1 (in millions) CMC’s cash flow capabilities have been greatly enhanced through our strategic transformation FY 2024 capital expenditures expected in a range of $550 million to $600 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 Q4 FY23 Supplemental Slides October 12, 2023


 
18 $61 $129 $200 $599 $592 $300 $300 $300 $145 $600 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2047 Balance Sheet Strength [1] 2047 tax-exempt bonds were priced to yield 3.5%; coupon rate is 4.0% Revolver Term Loan Poland Credit Facilities (US$ in millions) Revolving Credit Facility 4.125% Notes Cash and Cash Equivalents 3.875% Notes Debt maturity profile provides strategic flexibility Debt Maturity Profile Q4 FY’23 Liquidity (US$ in millions) 4.375% Notes 4.0% Bond1 Poland Accounts Receivable Facility Q4 FY23 Supplemental Slides October 12, 2023


 
19 2 .0 x 3 .8 x 3 .9 x 3 .2 x 2 .5 x 1 .9 x 1 .6 x 1 .2 x 0 .9 x 1 .1 x 1 .2 x 1 .0 x 0 .8 x 0 .7 x 0 .5 x 0 .7 x 0 .5 x 0 .4 x 0 .5 x 0 .5 x 0 .4 x NM 0.5x 1.0x 1.5x 2.0x 2.5x 3.0x 3.5x 4.0x 4.5x 2 5 % 4 5 % 4 6 % 4 2 % 3 7 % 3 3 % 3 2 % 2 4 % 1 8 % 2 1 % 2 2 % 2 0 % 1 7 % 1 8 % 1 4 % 2 4 % 1 7 % 1 5 % 1 5 % 1 3 % 1 1 % 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 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. Leverage Profile 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 Transformational rebar asset acquisition Tensar acquisition Construction of Arizona 2 Transformational rebar asset acquisition Tensar acquisition Construction of Arizona 2 Q4 FY23 Supplemental Slides October 12, 2023


 
69 % Of goal Clear Sustainability Leader Q4 FY23 Supplemental Slides │ October 12, 2023 20 [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 the 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 2 e p e r M T o f s te e l 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 combined Scope 1 and 2 GHG emissions intensity by 20% Increase our renewable energy usage by 12% 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 2 e p e r M T o f s te e l Energy Intensity G J p e r M T o f s te e l Water Withdrawal Intensity C u b ic m e te r p e r M T o f s te e l Virgin Materials Used in Steelmaking % o f s te e l c o n te n t


 
© CMC Appendix: Non-GAAP Financial Reconciliations


 
22 Figures in thousand $ 8/31/2023 5/31/2023 2/28/2023 11/30/2022 8/31/2022 8/31/2023 8/31/2022 8/31/2021 8/31/2020 8/31/2019 8/31/2018 8/31/2017 Net earnings from continuing operations $184,166 $233,971 $179,849 $261,774 $288,630 $859,760 $1,217,262 $412,865 $278,302 $198,779 $135,237 $50,175 Interest expense 8,259 8,878 9,945 13,045 14,230 40,127 50,709 51,904 61,837 71,373 40,957 44,151 Income taxes 53,742 76,099 55,641 76,725 49,991 262,207 297,885 121,153 92,476 69,681 30,147 15,276 Depreciation and amortization 61,302 55,129 51,216 51,183 49,081 218,830 175,024 167,613 165,749 158,652 131,508 124,490 Amortization of acquired unfavorable contract backlog – – – – – – – (6,035) (29,367) (74,784) – – Asset impairments 3,734 1 36 9 453 3,780 4,926 6,784 7,611 384 14,372 1,730 Adjusted EBITDA1 $311,203 $374,078 $296,687 $402,736 $402,385 $1,384,704 $1,745,806 $754,284 $576,608 $424,085 $352,221 $235,822 Non-cash equity compensation 16,529 10,376 16,949 16,675 9,122 60,529 46,978 43,677 31,850 25,106 24,038 21,469 Loss on debt extinguishment – – – – – – 16,052 16,841 1,778 – – 22,672 Gain on sale of assets – – – – – – (273,315) (10,334) – – – – Facility closure – – – – – – – 10,908 11,105 – – – Acquisition settlement – – – – – – – – 32,123 – – – Labor cost government refund – – – – – – – (1,348) (2,985) – – – New Markets Tax Credit – – (17,659) – – (17,659) – – – – – – Acquisition and integration related costs and other – – – – 1,008 – 8,651 – – 41,958 25,507 – Purchase accounting effect on inventory – – – – 6,506 – 8,675 – – 10,315 – – Mill operational commissioning costs2 12,297 7,264 6,811 5,574 – 31,946 – – – – 13,471 – CMC Steel Oklahoma incentives – – – – – – – – – – (3,000) – Severance – – – – – – – – – – – 8,129 Core EBITDA 1 $340,029 $391,718 $302,788 $424,985 $419,021 $1,459,520 $1,552,847 $814,028 $650,479 $501,464 $412,237 $288,092 Shipments in thousand tons North America steel product shipments 758 787 661 704 700 2,910 2,830 3,050 2,816 2,699 North America downstream shipments 391 382 311 382 432 1,466 1,558 1,537 1,635 1,632 Europe steel product shipments 389 429 436 473 428 1,727 1,719 1,614 1,472 1,460 Total finished steel shipments 1,538 1,598 1,408 1,559 1,560 6,103 6,107 6,201 5,923 5,791 Adjusted EBITDA per ton of finished steel shipped $202 $234 $211 $258 $258 $227 $286 $122 $97 $73 Core EBITDA per ton of finished steel shipped $221 $245 $215 $273 $269 $239 $254 $131 $110 $87 Net sales $2,209,228 $2,344,989 $2,018,003 $2,227,313 $2,407,065 $8,799,533 $8,913,481 $6,729,760 $5,476,486 $5,829,002 $4,643,723 $3,844,069 Core EBITDA Margin 15.4% 16.7% 15.0% 19.1% 17.4% 16.6% 17.4% 12.1% 11.9% 8.6% 8.9% 7.5% 12 MONTHS ENDED12 MONTHS ENDED3 MONTHS ENDED Adjusted EBITDA and Core EBITDA [1] See page 28 for definitions of non-GAAP measures [2] Net of depreciation Q4 FY23 Supplemental Slides October 12, 2023


 
23 Adjusted Earnings [1] See page 28 for definitions of non-GAAP measures Q4 FY23 Supplemental Slides October 12, 2023 12 MONTHS ENDED Figures in thousand $ 8/31/2023 5/31/2023 2/28/2023 11/30/2022 8/31/2022 8/31/2023 Net earnings from continuing operations $184,166 $233,971 $179,849 $261,774 $288,630 $859,760 Asset impairments 3,734 1 36 9 453 3,780 New Markets Tax Credit – – (17,659) – – (17,659) Acquisition and integration related costs and other – – – – 1,008 – Purchase accounting effect on inventory – – – – 6,506 – Mill operational commissioning costs 16,131 7,287 6,825 5,584 – 35,827 Total adjustments (pre-tax) $19,865 $7,288 ($10,798) $5,593 $7,967 $21,948 Tax impact Related tax effects on adjustments (4,172) (1,530) 2,268 (1,175) (1,673) (4,609) Total tax impact ($4,172) ($1,530) $2,268 ($1,175) ($1,673) ($4,609) Adjusted earnings1 $199,859 $239,729 $171,319 $266,192 $294,924 $877,099 Average diluted shares outstanding (thousands) 118,218 118,398 118,723 118,925 120,457 118,606 Adjusted earnings per diluted share $1.69 $2.02 $1.44 $2.24 $2.45 $7.40 3 MONTHS ENDED


 
24 3 MOS ENDED Figures in thousand $ 8/31/2023 Earnings before income taxes $237,908 Plus: interest expense 8,259 Plus: asset impairments 3,734 Plus: mill operational commissioning costs 16,131 Operating profit $266,032 Operating profit $266,032 Less: income tax at statutory rate1 66,508 Net operating profit after tax $199,524 Annualized net operating profit after tax $798,096 Assets $6,639,094 Less: cash and cash equivalents 592,332 Less: accounts payable 364,390 Less: accrued expenses and other payables 438,811 Invested capital $5,243,561 Annualized net operating profit after tax $798,096 Invested capital (average of Q4 2023 and Q3 2023 ending balance) $5,246,105 Annualized Return on Invested Capital 15.2% Annualized Return on Invested Capital – Q4 2023 Free Cash Flow for Q4 2023, FY 2023, and FY 2022 [1] Federal statutory rate of 21% plus approximate impact of state level income tax [2] See page 28 for definitions of non-GAAP measures Q4 FY23 Supplemental Slides October 12, 2023 3 MONTHS ENDED 9 MONTHS ENDED Figures in thousand $ 8/31/2023 8/31/2023 8/31/2022 5/31/2023 Net cash flows from operating activities $409,424 $1,344,103 $700,309 $934,679 Less: capital expenditures (166,923) (606,665) (449,988) (439,742) Free cash flow $242,501 $737,438 $250,321 $494,937 12 MONTHS ENDED 2 2 2


 
25 FISCAL QUARTERS FISCAL QUARTERS Figures in thousand $ 8/31/2023 8/31/2017 Q4 2023 Q3 2023 Q2 2023 Q1 2023 Q4 2022 Q4 2017 Q3 2017 Q2 2017 Q1 2017 Q4 2016 Earnings before income taxes $1,121,967 $55,611 $237,908 $310,070 $235,490 $338,499 $338,621 ($45,551) $51,898 $40,355 $8,909 ($12,061) Plus: interest expense 40,127 44,118 8,259 8,878 9,945 13,045 14,230 5,939 12,448 12,439 13,292 12,563 Plus: acquisition and integration related costs – – – – – – 1,008 – – – – – Plus: loss on extinguishment of debt – 22,672 – – – – – 22,672 – – – – Plus: mill operational commissioning costs 35,827 – 16,131 7,287 6,825 5,584 – – – – – – Plus: asset impairments 3,780 8,238 3,734 1 36 9 453 7,616 69 91 462 39,952 Plus: purchase accounting effect on inventory – – – – – – 6,506 – – – – – Less: New Markets Tax Credit (17,659) – – – (17,659) – – – – – – – Less: (gain)/ loss on sale of assets – – – – – – 684 – – – – – Operating profit - adjusted $1,184,042 $130,639 $266,032 $326,236 $234,637 $357,137 $361,502 ($9,324) $64,415 $52,885 $22,663 $40,454 Operating profit - adjusted $1,184,042 $130,639 Less: income tax at statutory rate1 288,906 45,724 Net operating profit after tax $895,136 $84,915 Assets $6,431,160 $6,639,094 $6,520,860 $6,484,851 $6,273,967 $6,237,027 $2,975,131 $3,274,599 $3,131,833 $3,002,580 $3,130,869 Less: cash and cash equivalents 585,290 592,332 475,489 603,966 582,069 672,596 252,595 275,778 395,546 465,167 517,544 Less: accounts payable $398,860 364,390 382,482 422,814 396,560 428,055 226,456 345,974 307,488 224,395 243,532 Less: accrued expenses and other payables 442,669 438,811 414,240 378,572 441,586 540,136 274,972 258,288 220,433 202,847 264,112 Invested capital $5,004,340 $2,207,977 $5,243,561 $5,248,649 $5,079,499 $4,853,752 $4,596,240 $2,221,108 $2,394,559 $2,208,366 $2,110,171 $2,105,681 Annualized net operating profit after tax $895,136 $84,915 Invested capital (average of 5 prior qtrs ending amounts) $5,004,340 $2,207,977 Return on Invested Capital 2 17.9% 3.8% 12 MONTHS ENDED Return on Invested Capital – FY 2023 and FY 2017 [1] Federal statutory rate of 21% plus approximate impact of state level income tax [2] See page 28 for definitions of non-GAAP measures Q4 FY23 Supplemental Slides October 12, 2023


 
26 [1] See page 28 for definitions of non-GAAP measures Adjusted EBITDA Less Sustaining Capital Expenditures and Disbursements to Stakeholders Figures in thousand $ 8/31/2023 8/31/2022 8/31/2021 8/31/2020 8/31/2019 8/31/2018 8/31/2017 8/31/2016 8/31/2015 Net earnings from continuing operations $859,760 $1,217,262 $412,865 $278,302 $198,779 $135,237 $50,175 $62,001 $58,583 Interest expense 40,127 50,709 51,904 61,837 71,373 40,957 44,151 62,121 76,456 Income taxes 262,207 297,885 121,153 92,476 69,681 30,147 15,276 13,976 36,097 Depreciation and amortization 218,830 175,024 167,613 165,749 158,652 131,508 124,490 127,111 135,559 Asset impairments 3,780 4,926 6,784 7,611 384 14,372 1,730 40,028 2,573 Amortization of acquired unfavorable contract backlog – – (6,035) (29,367) (74,784) – – – – Adjusted EBITDA 1 $1,384,704 $1,745,806 $754,284 $576,608 $424,085 $352,221 $235,822 $305,237 $309,268 Sustaining capital expenditures and disbursements to stakeholders Sustaining capital expenditures (depreciation and amortization used as proxy) 218,830 175,024 167,613 165,749 158,652 131,508 124,490 127,111 135,559 Interest expense 40,127 50,709 51,904 61,837 71,373 40,957 44,151 62,121 76,456 Cash income taxes 199,883 229,316 140,950 44,499 7,977 7,198 30,963 50,201 61,000 Dividends 74,936 67,749 57,766 57,056 56,537 56,076 55,514 55,342 55,945 Less: Equity Compensation (60,529) (46,978) (43,677) (31,850) (25,106) (24,038) (21,469) (26,355) (24,484) Total capital expenditures and disbursements to stakeholders $473,247 $475,820 $374,556 $297,291 $269,433 $211,701 $233,649 $268,420 $304,476 Adjusted EBITDA less capital expenditures and disbursements to stakeholders 1 $911,457 $1,269,986 $379,728 $279,317 $154,652 $140,520 $2,173 $36,817 $4,792 12 MONTHS ENDED Q4 FY23 Supplemental Slides October 12, 2023


 
27 Figures in thousand $ 8/31/2023 5/31/2023 2/28/2023 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 Long-term debt $1,114,284 $1,102,883 $1,099,728 $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 Current maturities of long-term debt and short-term borrowings 40,513 56,222 264,762 239,406 388,796 423,091 27,554 56,896 54,366 56,735 22,777 20,701 18,149 17,271 22,715 13,717 17,439 54,895 Total debt $1,154,797 $1,159,105 $1,364,490 $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 Less: Cash and cash equivalents 592,332 475,489 603,966 582,069 672,596 410,265 846,587 415,055 497,745 443,120 367,347 465,162 542,103 462,110 232,442 224,797 192,461 120,315 Net debt1 $562,465 $683,616 $760,524 $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 Earnings from continuing operations $184,166 $233,971 $179,849 $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 Interest expense 8,259 8,878 9,945 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 Income taxes 53,742 76,099 55,641 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 Depreciation and amortization 61,302 55,129 51,216 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 41,050 41,181 Asset impairments 3,734 1 36 9 453 3,245 1,228 – 2,439 277 474 3,594 1,098 5,983 – 530 369 15 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) Adjusted EBITDA from continuing operations1 $311,203 $374,078 $296,687 $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 $145,245 $143,971 Trailing 12 month adjusted EBITDA from continuing operations $1,384,704 $1,475,886 $1,567,088 $1,834,520 $1,745,806 $1,591,218 $1,347,059 $924,673 $754,284 $638,787 $564,448 $560,436 $576,608 $589,553 $586,742 Total debt $1,154,797 $1,159,105 $1,364,490 $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 Total stockholders' equity 4,121,114 4,023,625 3,783,193 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 Total capitalization $5,275,911 $5,182,730 $5,147,683 $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 Net debt to trailing 12 month adjusted EBITDA from continuing operations 0.4x 0.5x 0.5x 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 Net debt to capitalization 11% 13% 15% 15% 17% 24% 14% 18% 17% 20% 22% 21% 18% 24% 32% 33% 3 MONTHS ENDED Net Debt to Adjusted EBITDA and Net Debt to Capitalization [1] See page 28 for definitions of non-GAAP measures Q4 FY23 Supplemental Slides October 12, 2023


 
28 Definitions for non-GAAP financial measures ADJUSTED EARNINGS Adjusted earnings is a non-GAAP financial measure that is equal to earnings before settlement for asset impairments, New Market Tax Credit transactions, acquisition and integration related costs and other, purchase accounting effect on inventory, and mill operational commissioning costs, 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, settlement for New Market Tax Credit transactions, 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 commissioning 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 SUSTAINING 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. Q4 FY23 Supplemental Slides October 12, 2023


 
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