株探米国株
日本語 英語
エドガーで原本を確認する
0000022444FALSE00000224442025-10-162025-10-16

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 16, 2025
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 16, 2025, Commercial Metals Company (the “Company”) issued a press release announcing its financial results for the fourth quarter and the fiscal year ended August 31, 2025. 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 16, 2025, 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, 2025. 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. Further, the Company has modified its method of calculating adjusted EBITDA, core EBITDA, core EBITDA margin, adjusted earnings and adjusted earnings per diluted share, and has recast its historical non-GAAP financial measures for annual and quarterly periods for fiscal years 2019 through 2024 and for the previously reported fiscal quarters of 2025 to conform to the revised methodology. Certain recast historical financial information is attached hereto as Exhibit 99.3 and is incorporated by reference into this Item 7.01, and the foregoing description of the recast historical financial information is qualified by reference to Exhibit 99.3.

The information in this Item 7.01 of Form 8-K, including Exhibit 99.2 and Exhibit 99.3, 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 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
99.3
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 16, 2025   By: /s/ Paul J. Lawrence
  Name: Paul J. Lawrence
    Title: Senior Vice President and Chief Financial Officer
 





EX-99.1 2 cmc-08312025xearningsreleaa.htm EX-99.1 Document

Exhibit No. 99.1
News Release cmc-logo_rgbxprimaryx300pxa.jpg


CMC REPORTS FOURTH QUARTER AND FULL YEAR FISCAL 2025 RESULTS

•Fourth quarter net earnings of $151.8 million, or $1.35 per diluted share and adjusted earnings of $155.0 million, or $1.37 per diluted share
•Consolidated core EBITDA of $291.4 million in the fourth quarter, resulting in core EBITDA margin of 13.8%, up sequentially and year-over-year
•North American steel product metal margins continued to expand steadily during the fourth quarter, setting the stage for a strong start to fiscal 2026
•Emerging Businesses Group ("EBG") delivered its best-ever quarterly results, driven by record Tensar performance
•Arizona 2 micro mill generated positive adjusted EBITDA during the fourth quarter
•Transform, Advance, and Grow ("TAG") program exceeded expectations in fiscal year 2025 with substantial additional opportunities ahead


Irving, TX - October 16, 2025 - Commercial Metals Company (NYSE: CMC) today announced financial results for its fiscal fourth quarter and fiscal year ended August 31, 2025.

Peter Matt, President and Chief Executive Officer, commented, "Fiscal 2025 was a pivotal year for CMC as we laid the groundwork of our transformative strategy, which we believe will position our Company for years of value-accretive growth going forward. During fiscal 2025, we invested in the safety and development of our people, began execution of – and outperformed on – our TAG operational and commercial excellence commitments, and made meaningful progress on our micro mill investments. Additionally, after our year-end, we announced our pending acquisitions of Foley Products Company ("Foley") and Concrete Pipe & Precast ("CP&P"), which will establish a powerful new growth platform and broaden our commercial portfolio to create additional value for our people, our customers, and our shareholders. I am pleased with the progress made by the CMC team to-date and remain very confident that we will deliver meaningful and sustained enhancements to our margins, earnings, cash flows, and returns on capital over the long-term."

Mr. Matt added, "Looking at the fourth quarter, we achieved substantial improvement in our financial results both sequentially and year-over-year, underpinned by supportive market conditions across each of our segments, including the continuation of margin recovery within the North America Steel Group, solid demand for our proprietary value added products offered by the Emerging Businesses Group, and improving levels of long steel consumption in the geographies served by our Europe Steel Group. Activity within the domestic construction market remained resilient, as demonstrated by our healthy shipment levels of steel products, downstream products, and several EBG solutions, including geogrid and corrosion resistant reinforcing steel. Signs of new work in the construction pipeline continue to be encouraging with CMC’s bid volumes, as well as key external indicators, (CMC Fourth Quarter Fiscal 2025 - 2)




pointing to pent-up demand. Looking ahead, we are hopeful that the Fed interest rate reduction cycle that began last month will spur the conversion of some of the pent-up demand to real activity during fiscal 2026. Longer-term, we remain confident in the outlook for construction and are poised to benefit from powerful structural trends within our key end markets."
Fourth quarter net earnings were $151.8 million, or $1.35 per diluted share, on net sales of $2.1 billion, compared to prior year period net earnings of $103.9 million, or $0.90 per diluted share, on net sales of $2.0 billion.

For the full fiscal 2025, CMC reported net earnings of $84.7 million, or $0.74 per diluted share, on net sales of $7.8 billion compared to prior year net earnings of $485.5 million, or $4.14 per diluted share, on net sales of $7.9 billion. Included in fiscal 2025 net earnings is an after-tax charge of approximately $274 million related to previously disclosed litigation.

During the fourth quarter of fiscal 2025, the Company recorded net after-tax charges of $3.2 million, related to interest expense on the judgment amount associated with previously disclosed litigation, an impairment charge, and an unrealized gain on undesignated commodity hedges. Excluding these charges, fourth quarter adjusted earnings were $155.0 million, or $1.37 per diluted share, compared to adjusted earnings of $97.4 million, or $0.84 per diluted share, in the prior year period. During fiscal year 2025, the Company recorded estimated net after-tax charges of $274 million to reflect the judgment amount and related interest costs associated with the previously disclosed Pacific Steel Group litigation. "Adjusted EBITDA," "core EBITDA," "core EBITDA margin," "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.

The Company's balance sheet and liquidity position remained strong. As of August 31, 2025, cash and cash equivalents totaled $1.0 billion and available liquidity was nearly $1.9 billion. During the quarter, CMC repurchased 974,462 shares of common stock valued at $50.0 million in the aggregate. As of August 31, 2025, $205.0 million remained available under the current share repurchase authorization.

On October 15, 2025, the board of directors declared a quarterly dividend of $0.18 per share of CMC common stock payable to stockholders of record on October 30, 2025. The dividend, to be paid on November 13, 2025, marks the 244th consecutive quarterly payment by the Company.




(CMC Fourth Quarter Fiscal 2025 - 3)

Business Segments - Fiscal Fourth Quarter 2025 Review
North America Steel Group product demand remained stable during the quarter. Shipments of finished steel products grew by 3.0% relative to the prior year period and were unchanged relative to the third quarter. The pipeline of potential future construction projects remained healthy as indicated by CMC’s downstream bidding activity and the record level of the Dodge Momentum Index, which measures the value of projects entering the planning phase. Downstream backlog volumes declined by a mid-single digit percentage year-over-year due to more disciplined commercial selectivity relating to project margin goals and risk profile. The backlog remains well-sized by historical standards and is positioned to support steel shipments over the coming quarters. Shipments of merchant products grew compared to the fourth quarter of fiscal 2024 as CMC increased its ability to serve West Coast customers from the Arizona 2 micro mill.

Margins on steel products maintained an upward trajectory during the quarter, increasing by $69 per ton on a sequential basis. Compared to the third quarter, the average selling price for steel products improved by $23 per ton, while scrap costs declined by $46 per ton. Price levels increased throughout the quarter, with steel product metal margins exiting the fourth quarter approximately $31 per ton above the average for the period.

Adjusted EBITDA for the North America Steel Group increased 18.0% to $239.4 million in the fourth quarter of fiscal 2025 from $202.9 million in the prior year period and by 33.1% compared to $179.9 million in the third quarter. The year-over-year improvement was driven by higher margins over scrap costs on steel products as well as positive contributions from CMC’s TAG program, partially offset by lower margins over scrap on downstream products. TAG benefits during the fourth quarter reflect solid execution across a number of ongoing initiatives, including melt shop and rolling mill yield enhancement, scrap cost optimization, logistics optimization and reduced alloy consumption. Adjusted EBITDA margin for the North America Steel Group was 14.8%, up from 13.0% in the fourth quarter of fiscal 2024.

EBG fourth quarter net sales of $221.8 million increased by 13.4% compared to the prior year period and 12.3% from the third quarter. Adjusted EBITDA for the segment of $50.6 million was up 19.1% year-over-year and 23.8% sequentially. Improved segment profitability on a year-over-year basis was driven by record Tensar performance that benefited from solid demand and enhanced cost efficiency. Financial results for CMC Construction Services, CMC Impact Metals, and Performance Reinforcing Steel ("PRS") also improved on a year-over-year basis. Net sales and margins within CMC Construction Services benefited from initiatives to standardize commercial practices and grow store traffic, while strong project-related demand continued to propel PRS performance. Indications of future market conditions remained encouraging with project quotes and new planning activity at healthy levels. Adjusted EBITDA margin of 22.8% improved by 110 basis points compared to the prior year period and was the highest on record.




(CMC Fourth Quarter Fiscal 2025 - 4)

Market conditions for the Europe Steel Group improved modestly from the third quarter. Demand continued to normalize as a result of solid Polish economic growth, while on the supply side, import flows ticked up slightly from recent levels, but remained well below the disruptive levels of a year ago. Metal margin expanded by $24 per ton sequentially in the fourth quarter, driven by a $5 per ton increase in average selling price and a $19 per ton decline in scrap costs. Financial results continued to benefit from an extensive cost management program that has meaningfully reduced controllable costs.

Adjusted EBITDA for the Europe Steel Group increased to $39.1 million in the fourth quarter of fiscal 2025 from a loss of $3.6 million in the prior year period and positive adjusted EBITDA of $3.6 million in the third quarter. The year-over-year improvement was driven by the receipt of a $30.7 million CO2 credit, as well as higher metal margins, increased shipment volumes, and strong cost performance. The adjusted EBITDA margin for the Europe Steel Group of 14.8% increased from (1.6%) in the fourth quarter of fiscal 2024.

Outlook
Mr. Matt said, "We expect consolidated financial results in the first quarter of fiscal 2026 to be generally consistent with those of the fourth quarter. Finished steel shipments within the North America Steel Group are anticipated to follow normal seasonal trends, while our adjusted EBITDA margin is expected to increase sequentially on higher steel product margins over scrap. While we expect financial results for the Emerging Businesses Group to decline on a sequential basis due to seasonality, we believe they will improve year-over-year. Our Europe Steel Group will receive the second tranche of the annual CO2 credit in the amount of approximately $15 million during the first quarter, but less than the $30.7 million recovered during the fourth quarter of fiscal 2025. Excluding this credit, adjusted EBITDA for our Europe Steel Group is likely to be around breakeven as seasonal factors weigh on profitability."

Mr. Matt concluded, "As we enter fiscal 2026, I continue to be enthusiastic about the long-term outlook for our company and our ability to create significant value for our shareholders. We remain focused on executing against our strategic plan, which we expect to deliver meaningful and sustained enhancements to our margins, earnings, cash flow generation, and return on capital. We will achieve these results by leveraging our TAG operational and commercial excellence program to get more out of our existing enterprise, continuing to drive value-accretive organic growth projects, and adding complementary early-stage construction solutions that customers value, including the new growth platform that will be provided by our pending acquisitions of Foley and CP&P. We are confident these efforts will position CMC to take full advantage of powerful structural trends in the domestic construction market for years to come."

Conference Call
CMC invites you to listen to a live broadcast of its fourth quarter fiscal 2025 conference call today, Thursday, October 16, 2025, at 11:00 a.m. ET. Peter Matt, President and Chief Executive Officer, and Paul (CMC Fourth Quarter Fiscal 2025 - 5)




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."

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 early-stage 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 the proposed acquisitions of CP&P and Foley and the timing thereof, the ability to obtain regulatory approvals and meet other closing conditions for the proposed acquisitions, the expected benefits of the proposed acquisitions, general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, metal margins, the ability to operate our steel mills at full capacity, particularly during periods of domestic mill start-ups, the future availability and cost of supplies of raw materials and energy for our operations, growth rates in certain reportable segments, product margins within our Emerging Businesses Group segment, share repurchases, legal proceedings, construction activity, international trade, the impact of geopolitical conditions, capital expenditures, tax credits, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations, the expected capabilities and benefits of new facilities, the anticipated benefits and timeline for execution of our growth plan and initiatives, including our TAG operational and commercial excellence program, and our expectations or beliefs concerning future events. 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 (CMC Fourth Quarter Fiscal 2025 - 6)




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, 2024, 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 downstream contracts within our vertically integrated steel operations due to rising commodity pricing; excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing; the impact of additional steelmaking capacity expected to come online from a number of ongoing EAF projects in the U.S.; the impact of geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war on the global economy, inflation, energy supplies and raw materials; increased attention to environmental, social and governance ("ESG") matters, including any targets or other ESG, environmental justice or regulatory initiatives; operating and startup risks, as well as market risks associated with the commissioning of new projects could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investments; impacts from global public health crises on the economy, demand for our products, global supply chain and on our operations; compliance with and changes in existing and future laws, regulations and other legal requirements and judicial decisions that govern our business, including increased environmental regulations associated with climate change and greenhouse gas emissions; involvement in various environmental matters that may result in fines, penalties or judgments; evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors that may impact amounts accrued for environmental liabilities; potential limitations in our or our customers' abilities to access credit and non-compliance with their contractual obligations, including payment obligations; activity in repurchasing shares of our common stock under our share repurchase program; financial and non-financial covenants and restrictions on the operation of our business contained in agreements governing our debt; our ability to successfully identify, consummate and integrate acquisitions and realize any or all of the anticipated synergies or other benefits of acquisitions; the effects that acquisitions may have on our financial leverage; risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third-party consents and approvals; lower than expected future levels of revenues and higher than expected future costs; failure or inability to implement growth strategies in a timely manner; the impact of goodwill or other indefinite-lived intangible asset impairment charges; the impact of long-lived asset impairment charges; currency fluctuations; global factors, such as trade measures, military conflicts and political uncertainties, including changes to current trade regulations, such as Section 232 trade tariffs and quotas, tax legislation and other regulations which might adversely impact our business; availability and pricing of electricity, electrodes and natural gas for mill operations; our ability to hire and retain key executives and other employees; competition from other materials or from competitors that have a lower cost structure or access to greater financial resources; information technology interruptions and breaches in security; our ability to make necessary capital (CMC Fourth Quarter Fiscal 2025 - 7)




expenditures; availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance; unexpected equipment failures; losses or limited potential gains due to hedging transactions; litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks, including those related to the Pacific Steel Group litigation and other legal proceedings; risk of injury or death to employees, customers or other visitors to our operations; and civil unrest, protests and riots.



(CMC Fourth Quarter Fiscal 2025 - 8)

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
FINANCIAL & OPERATING STATISTICS (UNAUDITED)
  Three Months Ended Year Ended
(in thousands, except per ton amounts) 8/31/2025 5/31/2025 2/28/2025 11/30/2024 8/31/2024 8/31/2025 8/31/2024
North America Steel Group
Net sales to external customers $ 1,616,078  $ 1,562,286  $ 1,386,848  $ 1,518,637  $ 1,559,520  $ 6,083,849  $ 6,309,730 
Adjusted EBITDA 239,416  179,936  136,954  186,179  202,865  742,485  944,388 
Adjusted EBITDA margin 14.8% 11.5% 9.9% 12.3% 13.0% 12.2% 15.0%
External tons shipped
Raw materials 374 385 312 339 360 1,410  1,452 
Rebar 544 534 503 549 522 2,130  2,024 
Merchant bar and other 244 264 243 241 237 992  945 
Steel products 788 798 746 790 759 3,122  2,969 
Downstream products 366 355 298 356 361 1,375  1,394 
Average selling price per ton
Raw materials $ 881 $ 809 $ 956 $ 874 $ 866 $ 876  $ 874 
Steel products 882 859 814 812 843 842  882 
Downstream products 1,214 1,212 1,221 1,259 1,311 1,226  1,346 
Cost of raw materials per ton $ 649 $ 617 $ 713 $ 677 $ 664 $ 661  $ 654 
Cost of ferrous scrap utilized per ton $ 314 $ 360 $ 338 $ 323 $ 321 $ 333  $ 348 
Steel products metal margin per ton $ 568 $ 499 $ 476 $ 489 $ 522 $ 509  $ 534 
Emerging Businesses Group
Net sales to external customers $ 221,753 $ 197,454 $ 158,864 $ 169,415 $ 195,571 $ 747,486 $ 717,397
Adjusted EBITDA 50,630 40,912 23,519 22,660 42,519 137,721 129,530
Adjusted EBITDA margin 22.8% 20.7% 14.8% 13.4% 21.7% 18.4% 18.1%
Europe Steel Group
Net sales to external customers $ 263,294 $ 247,590 $ 198,029 $ 209,407 $ 222,085 $ 918,320  $ 848,566 
Adjusted EBITDA 39,098 3,593 752 25,839 (3,622) 69,282  22,517 
Adjusted EBITDA margin 14.8% 1.5% 0.4% 12.3% (1.6)% 7.5% 2.7%
External tons shipped
Rebar 117 88 100 107 98 412  364 
Merchant bar and other 257 271 210 206 221 944  870 
Steel products 374 359 310 313 319 1,356  1,234 
Average selling price per ton
Steel products $ 668 $ 663 $ 612 $ 639 $ 667 $ 647 $ 663 
Cost of ferrous scrap utilized per ton $ 351 $ 370 $ 337 $ 370 $ 383 $ 357 $ 383 
Steel products metal margin per ton $ 317 $ 293 $ 275 $ 269 $ 284 $ 290 $ 280 





(CMC Fourth Quarter Fiscal 2025 - 9)

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
BUSINESS SEGMENTS (UNAUDITED)
Three Months Ended Year Ended
(in thousands) 8/31/2025 5/31/2025 2/28/2025 11/30/2024 8/31/2024 8/31/2025 8/31/2024
Net sales to external customers
North America Steel Group $ 1,616,078  $ 1,562,286  $ 1,386,848  $ 1,518,637  $ 1,559,520  $ 6,083,849  $ 6,309,730 
Emerging Businesses Group 221,753  197,454  158,864  169,415  195,571  747,486  717,397 
Europe Steel Group 263,294  247,590  198,029  209,407  222,085  918,320  848,566 
Corporate and Other 13,393  12,654  10,635  12,143  18,973  48,825  50,279 
Total net sales to external customers $ 2,114,518  $ 2,019,984  $ 1,754,376  $ 1,909,602  $ 1,996,149  $ 7,798,480  $ 7,925,972 
Adjusted EBITDA
North America Steel Group $ 239,416  $ 179,936  $ 136,954  $ 186,179  $ 202,865  $ 742,485  $ 944,388 
Emerging Businesses Group 50,630  40,912  23,519  22,660  42,519  137,721  129,530 
Europe Steel Group 39,098  3,593  752  25,839  (3,622) 69,282  22,517 
Corporate and Other (50,716) (36,952) (34,852) (386,245) (25,189) (508,765) (127,758)
Total adjusted EBITDA $ 278,428  $ 187,489  $ 126,373  $ (151,567) $ 216,573  $ 440,723  $ 968,677 





(CMC Fourth Quarter Fiscal 2025 - 10)

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
  Three Months Ended August 31, Year Ended August 31,
(in thousands, except share and per share data) 2025 2024 2025 2024
Net sales $ 2,114,518  $ 1,996,149  $ 7,798,480  $ 7,925,972 
Costs and operating expenses:  
Cost of goods sold 1,721,710  1,673,087  6,578,324  6,567,287 
Selling, general and administrative expenses 180,218  170,612  700,234  668,413 
Interest expense 12,145  12,142  45,498  47,893 
Litigation expense 3,776  —  362,272  — 
Asset impairments 3,436  6,558  4,607  6,708 
Net costs and operating expenses 1,921,285  1,862,399  7,690,935  7,290,301 
Earnings before income taxes 193,233  133,750  107,545  635,671 
Income tax expense 41,452  29,819  22,883  150,180 
Net earnings $ 151,781  $ 103,931  $ 84,662  $ 485,491 
Earnings per share:
Basic $ 1.36  $ 0.91  $ 0.75  $ 4.19 
Diluted 1.35  0.90  0.74  4.14 
Cash dividends per share $ 0.18  $ 0.18  $ 0.72  $ 0.68 
Average basic shares outstanding 111,677,574  114,703,599  112,994,381  115,844,977 
Average diluted shares outstanding 112,705,122  115,931,570  114,086,750  117,152,552 
 




(CMC Fourth Quarter Fiscal 2025 - 11)

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share data) August 31, 2025 August 31, 2024
Assets
Current assets:
Cash and cash equivalents $ 1,043,252  $ 857,922 
Accounts receivable (less allowance for doubtful accounts of $3,186 and $3,494)
1,201,680  1,158,946 
Inventories 934,310  971,755 
Prepaid and other current assets 314,372  285,489 
Assets held for sale 1,204  18,656 
Total current assets 3,494,818  3,292,768 
Property, plant and equipment:
Land 170,823  165,674 
Buildings and improvements 1,206,672  1,166,788 
Equipment 3,477,813  3,317,537 
Construction in process 449,616  261,321 
5,304,924  4,911,320 
Less accumulated depreciation and amortization (2,562,151) (2,334,184)
Property, plant and equipment, net 2,742,773  2,577,136 
Intangible assets, net 210,815  234,869 
Goodwill 386,846  385,630 
Other noncurrent assets 336,582  327,436 
Total assets $ 7,171,834  $ 6,817,839 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 358,373  $ 350,550 
Accrued contingent litigation-related loss 362,272  — 
Other accrued expenses and payables 493,879  445,514 
Current maturities of long-term debt 44,289  38,786 
Total current liabilities 1,258,813  834,850 
Deferred income taxes 184,645  276,908 
Other noncurrent liabilities 225,044  255,222 
Long-term debt 1,310,006  1,150,835 
Total liabilities 2,978,508  2,517,815 
Stockholders' equity:
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 111,189,136 and 114,104,057 shares 1,290  1,290 
Additional paid-in capital 406,916  407,232 
Accumulated other comprehensive loss (25,251) (85,952)
Retained earnings 4,507,114  4,503,885 
Less treasury stock, 17,871,528 and 14,956,607 shares at cost
(697,003) (526,679)
Stockholders' equity 4,193,066  4,299,776 
Stockholders' equity attributable to non-controlling interests 260  248 
Total stockholders' equity 4,193,326  4,300,024 
Total liabilities and stockholders' equity $ 7,171,834  $ 6,817,839 






(CMC Fourth Quarter Fiscal 2025 - 12)

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
  Year Ended August 31,
(in thousands) 2025 2024
Cash flows from (used by) operating activities:
Net earnings $ 84,662  $ 485,491 
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization 285,877  280,367 
Stock-based compensation 37,053  45,066 
Deferred income taxes and other long-term taxes (98,304) (15,319)
Write-down of inventory 2,473  5,098 
Unrealized gain on undesignated commodity hedges (2,804) (1,962)
Asset impairments 4,607  6,708 
Net loss on sales of assets
1,827  3,321 
Litigation expense 362,272  — 
Settlement of New Markets Tax Credit transactions (2,786) (6,748)
Other 1,644  3,553 
Changes in operating assets and liabilities 38,549  94,133 
Net cash flows from operating activities
715,070  899,708 
Cash flows from (used by) investing activities:
Capital expenditures (402,821) (324,271)
Proceeds from government assistance related to property, plant and equipment 50,000  — 
Proceeds from insurance 2,237  — 
Proceeds from the sale of property, plant and equipment 5,758  756 
Other (1,946) 513 
Net cash flows used by investing activities
(346,772) (323,002)
Cash flows from (used by) financing activities:
Proceeds from issuance of long-term debt, net 147,724  — 
Repayments of long-term debt (41,480) (36,346)
Debt issuance and extinguishment (622) — 
Proceeds from accounts receivable facilities 35,979  175,322 
Repayments under accounts receivable facilities (35,979) (183,347)
Treasury stock acquired (198,822) (182,932)
Tax withholdings related to share settlements, net of purchase plans (8,823) (7,595)
Dividends (81,433) (78,868)
Contribution from non-controlling interest 12 
Net cash flows used by financing activities
(183,444) (313,759)
Effect of exchange rate changes on cash 1,495  891 
Increase in cash and cash equivalents
186,349  263,838 
Cash, restricted cash and cash equivalents at beginning of period 859,555  595,717 
Cash, restricted cash and cash equivalents at end of period $ 1,045,904  $ 859,555 
Supplemental information:
Cash paid for income taxes $ 116,161  $ 158,455 
Cash paid for interest 51,078  49,463 
Cash and cash equivalents $ 1,043,252  $ 857,922 
Restricted cash 2,652  1,633 
Total cash, restricted cash and cash equivalents $ 1,045,904  $ 859,555 



(CMC Fourth Quarter Fiscal 2025 - 13)

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, core EBITDA margin and adjusted earnings are non-GAAP financial measures. Adjusted earnings per diluted share is defined as adjusted earnings on a diluted per share basis. Core EBITDA margin is defined as core EBITDA divided by net sales. The adjustment "Settlement of New Markets Tax Credit transactions" represents the recognition of deferred revenue from 2016 and 2017 resulting from the Company’s participation in the New Markets Tax Credit program provided for in the Community Renewal Tax Relief Act of 2000 during the development of a micro mill, spooler and T-post shop located in eligible zones as determined by the Internal Revenue Service. The adjustment "Litigation expense" represents a provision recorded in the three months ended November 30, 2024 related to the judgment in the Pacific Steel Group litigation and, with respect to subsequent periods, interest expense on the judgment amount.

During the fourth fiscal quarter of 2025, the Company modified its method of calculating adjusted EBITDA to exclude the impact of unrealized gains and losses on undesignated commodity derivatives. This change was primarily driven by heightened volatility in copper forward markets, which introduced significant non-cash fluctuations unrelated to core operations. By removing this volatility, the revised metric provides a more representative view of operating performance and cash-generating capability. Accordingly, the Company evaluated the impact of this change on prior-period disclosures and has recast adjusted EBITDA, core EBITDA, core EBITDA margin, adjusted earnings and adjusted earnings per diluted share for all periods presented in this press release to conform to this presentation.

Non-GAAP financial measures should be viewed in addition to, and not as alternatives to, 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.




(CMC Fourth Quarter Fiscal 2025 - 14)

A reconciliation of net earnings (loss) to adjusted EBITDA and core EBITDA is provided below:
Three Months Ended Year Ended
(in thousands) 8/31/2025 5/31/2025 2/28/2025 11/30/2024 8/31/2024 8/31/2025 8/31/2024
Net earnings (loss) $ 151,781  $ 83,126  $ 25,473  $ (175,718) $ 103,931  $ 84,662  $ 485,491 
Interest expense 12,145  10,864  11,167  11,322  12,142  45,498  47,893 
Income tax expense (benefit) 41,452  26,386  10,627  (55,582) 29,819  22,883  150,180 
Depreciation and amortization 72,480  72,376  70,584  70,437  72,190  285,877  280,367 
Asset impairments 3,436  785  386  —  6,558  4,607  6,708 
Unrealized (gain) loss on undesignated commodity hedges (2,866) (6,048) 8,136  (2,026) (8,067) (2,804) (1,962)
Adjusted EBITDA 278,428  187,489  126,373  (151,567) 216,573  440,723  968,677 
Non-cash equity compensation 9,237  9,546  8,038  10,232  9,173  37,053  45,066 
Settlement of New Markets Tax Credit transactions —  (2,786) —  —  (6,748) (2,786) (6,748)
Litigation expense 3,776  3,776  4,720  350,000  —  362,272  — 
Core EBITDA $ 291,441  $ 198,025  $ 139,131  $ 208,665  $ 218,998  $ 837,262  $ 1,006,995 
Net sales $ 2,114,518  $ 2,019,984  $ 1,754,376  $ 1,909,602  $ 1,996,149  $ 7,798,480  $ 7,925,972 
Core EBITDA margin 13.8% 9.8% 7.9% 10.9% 11.0% 10.7% 12.7%

A reconciliation of net earnings (loss) to adjusted earnings is provided below:
  Three Months Ended Year Ended
(in thousands, except per share data) 8/31/2025 5/31/2025 2/28/2025 11/30/2024 8/31/2024 8/31/2025 8/31/2024
Net earnings (loss) $ 151,781  $ 83,126  $ 25,473  $ (175,718) $ 103,931  $ 84,662  $ 485,491 
Asset impairments 3,436  785  386  —  6,558  4,607  6,708 
Settlement of New Markets Tax Credit transactions —  (2,786) —  —  (6,748) (2,786) (6,748)
Litigation expense 3,776  3,776  4,720  350,000  —  362,272  — 
Unrealized (gain) loss on undesignated commodity hedges (2,866) (6,048) 8,136  (2,026) (8,067) (2,804) (1,962)
Total adjustments (pre-tax) $ 4,346  $ (4,273) $ 13,242  $ 347,974  $ (8,257) $ 361,289  $ (2,002)
Related tax effects on adjustments (1,162) 765  (2,946) (85,325) 1,734  (88,668) 420 
Adjusted earnings $ 154,965  $ 79,618  $ 35,769  $ 86,931  $ 97,408  $ 357,283  $ 483,909 
Net earnings (loss) per diluted share(1)
$ 1.35  $ 0.73  $ 0.22  $ (1.54) $ 0.90  $ 0.74  $ 4.14 
Adjusted earnings per diluted share(1)
$ 1.37  $ 0.70  $ 0.31  $ 0.76  $ 0.84  $ 3.13  $ 4.13 
__________________________________
(1) Net earnings (loss) per diluted share and adjusted earnings per diluted share are calculated independently for each three month period and may not sum to the year to date period due to rounding.








Media Contact:
Susan Gerber
(214) 689-4300

EX-99.2 3 q42025-supplementalslide.htm EX-99.2 q42025-supplementalslide
Q4 FY 2025 Supplemental Slides


 
1Q4 FY25 Supplemental Slides October 16, 2025 This presentation contains forward-looking statements within the meaning of the federal securities laws with respect to the proposed acquisitions of Concrete Pipe & Precast ("CP&P") and Foley Products Company ("Foley") and the timing thereof, the ability to obtain regulatory approvals and meet other closing conditions for the proposed acquisitions, the expected benefits of the proposed acquisitions, general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, metal margins, the ability to operate our steel mills at full capacity particularly during periods of domestic mill start-ups, future availability and cost of supplies of raw materials and energy for our operations, growth rates in certain reportable segments, product margins within our Emerging Businesses Group segment, share repurchases, legal proceedings, construction activity, international trade, the impact of geopolitical conditions, capital expenditures, tax credits, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations, the expected capabilities and benefits of new facilities, anticipated benefits and the timeline for execution of our growth plan and initiatives, including our TAG operational and commercial excellence program, and our expectations or beliefs concerning future events. The statements in this 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, 2024 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 downstream contracts within our vertically integrated steel operations due to rising commodity pricing; excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing; the impact of additional steelmaking capacity expected to come online from a number of electric arc furnace projects in the U.S.; the impact of geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war on the global economy, inflation, energy supplies and raw materials; increased attention to environmental, social and governance (“ESG”) matters, including any targets or other ESG, environmental justice or regulatory initiatives; operating and startup risks, as well as market risks associated with the commissioning of new projects could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investments; impacts from global public health crises on the economy, demand for our products, global supply chain and on our operations; compliance with and changes in existing and future laws, regulations and other legal requirements and judicial decisions that govern our business, including increased environmental regulations associated with climate change and greenhouse gas emissions; involvement in various environmental matters that may result in fines, penalties or judgments; evolving remediation technology, changing regulations, possible third-party contributions, the inherent uncertainties of the estimation process and other factors that may impact amounts accrued for environmental liabilities; potential limitations in our or our customers' abilities to access credit and non-compliance with their contractual obligations, including payment obligations; activity in repurchasing shares of our common stock under our share repurchase program; financial and non-financial covenants and restrictions on the operation of our business contained in agreements governing our debt; our ability to successfully identify, consummate and integrate acquisitions and realize any or all of the anticipated synergies or other benefits of acquisitions; the effects that acquisitions may have on our financial leverage; risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third-party consents and approvals; lower than expected future levels of revenues and higher than expected future costs; failure or inability to implement growth strategies in a timely manner; the impact of goodwill or other indefinite-lived intangible asset impairment charges; the impact of long-lived asset impairment charges; currency fluctuations; global factors, such as trade measures, military conflicts and political uncertainties, including changes to current trade regulations, such as Section 232 trade tariffs and quotas, tax legislation and other regulations which might adversely impact our business; availability and pricing of electricity, electrodes and natural gas for mill operations; our ability to hire and retain key executives and other employees; competition from other materials or from competitors that have a lower cost structure or access to greater financial resources; information technology interruptions and breaches in security; our ability to make necessary capital expenditures; availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance; unexpected equipment failures; losses or limited potential gains due to hedging transactions; litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks, including risks related to the unfavorable judgment against us in the Pacific Steel Group (“PSG”) litigation; risk of injury or death to employees, customers or other visitors to our operations; and civil unrest, protests and riots. This presentation includes financial information that gives effect to the consummation of pending CP&P and Foley acquisitions. Pro forma and combined company financial information is presented for illustrative purposes only and is based on available information and certain assumptions and estimates that we believe are reasonable. The pro forma and combined company financial information may not necessarily reflect what our results of operations and financial position would have been had the transactions occurred during the periods discussed or what our results of operations and financial position will be in the future. Forward-Looking Statements


 
2Q4 FY25 Supplemental Slides October 16, 2025 Financial Information of CP&P and Foley; Pro Forma and Combined Company Measures This presentation contains unaudited financial information about CP&P and Foley, some of which reflects preliminary estimates and forecasts based on currently available information and management estimates. This presentation does not contain a comprehensive statement of CP&P’s or Foley’s respective actual financial results or position. Actual results may be different from this preliminary and/or forecasted information and any such changes may be material. Investors should not place undue reliance upon the preliminary estimates and forecasts. Estimates and forecasts are subject to risks and uncertainties, many of which are outside of management’s control. See “Forward-Looking Statements.” This presentation also includes pro forma and combined company forward-looking financial information that gives effect to the consummation of the acquisitions of CP&P and Foley (together, the “Acquisitions”). Pro forma and combined company forward-looking financial information included herein is presented for illustrative purposes only and is based upon available information that is preliminary in nature, as well as certain assumptions and estimates that we believe are reasonable. This pro forma and combined company forward-looking financial information may not necessarily reflect what our results of operations and financial position would have been had the Acquisitions occurred during the periods presented herein or what our results of operations and financial position will be in the future. The pro forma financial information presented herein has not been prepared and presented in accordance with the requirements of Regulation S-X. The assumptions and estimates underlying the combined company forward-looking financial information are inherently uncertain and are subject to a variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information, including the risks and uncertainties described under “Forward-Looking Statements” above. The Company’s auditors have not audited, reviewed, compiled or performed any procedures with respect to the accompanying financial information. Acquisition Risks Although certain information included in this presentation generally assumes consummation of the Acquisitions and we expect that the Acquisitions will result in benefits to the Company, we may be unable to consummate the Acquisitions on a timely basis or at all, and if the Acquisitions are consummated, we may not realize the anticipated benefits because of integration difficulties, increased debt and other challenges. The success of the Acquisitions will depend, in large part, on CMC’s ability to realize the anticipated benefits from the Acquisitions.


 
3 © GeoNames, Microsoft, TomTom Powered by Bing A Market Leader with a Winning Formula CMC is charting the course for improved profitability. Starting from a position of competitive strength, we see structural tailwinds in our core North American construction markets for years to come and meaningful opportunities for margin growth. Strong Competitive Position Solid Momentum Supported by Exposure to Attractive End Markets Game Changing Strategy to Create Value  Leading domestic market positions in major solutions1  Density in high-growth Sunbelt region  Excellent balance sheet and financial flexibility #1 • Rebar • Fabricated Rebar • Geogrid • Anchor cages • Fence posts • Aggregate Piers Re ba r D em an d pe r C ap ita 4  Powerful, long-term structural demand trends  Strong public infrastructure spending; 60%2 of the Infrastructure Investment and Jobs Act (“IIJA”) remaining to be spent  Robust pipeline of construction projects with pent-up demand building  Margins expanding  $150 billion3 early-stage construction market to accommodate future growth aspirations • Infrastructure investment • Re-shoring of manufacturing • Energy generation and transmission • Addressing U.S. housing shortage • AI infrastructure • Positive demographics in Sunbelt  Focus on value generation for shareholders regardless of market environment  Targeting permanent enhancements to financial profile, including:  Higher, more stable margins and earnings  Cash flows with reduced capital intensity  Higher ROICs Q4 FY25 Supplemental Slides October 16, 2025  Demonstrated capability with our Transform, Advance, Grow ("TAG") program, with more to come  High return organic growth projects in pipeline  Evaluating and pursuing opportunities for inorganic growth to complement product offering and increase value add  Robust capital returns to shareholders [1] Based on company estimates [2] IIJA funding status as of July 31, 2025 per U.S. Department of Transportation [3] Company estimate based on revenue data from 2022 Economic Census for in-scope products and services [4] Based on data from the Concrete Reinforcing Steel Institute and the U.S. Census Bureau


 
4Q4 FY25 Supplemental Slides October 16, 2025 [1] Adjusted earnings, core EBITDA, core EBITDA margin, and return on invested capital 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. Executing on strategy to meaningfully enhance CMC’s financial profile Exceeding targeted level of benefits from the TAG program, with substantial upside expected through continued efforts across initiatives North American segment results improved both sequentially and year-over-year; steel product margins expanded steadily throughout the quarter Emerging Businesses Group (“EBG”) delivered its best-ever quarterly results, driven by record Tensar performance Arizona 2 micro mill generated positive adjusted EBITDA during the fourth quarter Continued strong financial position with solid balance sheet and cash flow profile providing capital allocation flexibility $151.8M Q4 Net Earnings $155.0M Q4 Adjusted Earnings1 $291.4M Q4 Core EBITDA1 13.8% Q4 Core EBITDA Margin1 7.4% Last 12 Months ROIC1 $50.0M Q4 Share Repurchases Key Takeaways From Today’s Call


 
5 Running and Growing a Great Business Q4 FY25 Supplemental Slides October 16, 2025 We are aiming for a new level of performance by getting more out of our existing business while investing in value enhancing capabilities Investing in Our People & Pursuing Excellence Value Accretive Organic Growth Capability Enhancing Inorganic Growth 1 2 3  Focus on the safety of our people and building a world-class team  Execute operational and commercial excellence (TAG program) initiatives that drive improvement across the enterprise  Achieve sustainably higher, less volatile, through-the-cycle margins  Commission our newest micro mill project to complete our flexible operating network  Invest in automation and process efficiency solutions, including supporting operational and commercial excellence efforts  Invest to support growth in high margin proprietary solutions (e.g., geogrids and proprietary reinforcing steels)  Open sizeable new growth lanes in $150 billion1 early-stage construction market  Broaden CMC’s portfolio, improve value proposition, and strengthen existing business through expansion of early-stage construction solutions [1] Company estimate based on revenue data from 2022 Economic Census for in-scope products and services


 
6 Strong Strategic Execution in FY 2025 Lays the Groundwork for Future Years Q4 FY25 Supplemental Slides October 16, 2025 The actions taken in FY 2025 will have a meaningful impact on future financial performance. The foundation is set for growth ahead. Investing in Our People & Pursuing Excellence 1 Value Accretive Organic Growth 2 Capability Enhancing Inorganic Growth 3 [1] Company estimate based on revenue data from 2022 Economic Census for in-scope products and services  Third consecutive year of record safety performance – reduced frequency and severity of incidents  Leadership and resources in place to support strategic execution and growth across the organization  TAG program achieved benefits above first year targets  Streamlined reporting structures to facilitate long-term success of TAG • Continue to improve world-class safety performance and drive to a goal of zero incidents • Launch additional TAG initiatives and maintain strong year 1 momentum • Generate meaningful benefits from TAG commercial excellence efforts  Obtained 48C tax credit for Steel West Virginia; expected net cash benefit of $80 million  Achieved EBITDA positive results from Arizona 2 micro mill during the fourth quarter  Construction of attractive projects to expand production of GalvaBar and Tensar geogrid • Begin commissioning efforts at Steel West Virginia during 2026 • Maintain recent operational momentum at Arizona 2 • Continue development of new EBG product lines to support enhanced market penetration  Developed strategic roadmap for expansion in $150 billion1 early-stage construction market  Announced pending acquisition of Concrete Pipe & Precast (CP&P) on September 18th with an expected transaction close by the end of CY 2025  Announced pending acquisition of Foley Products Company (Foley) with an expected transaction close by the end of CY 2025 • Successfully integrate CP&P and Foley and execute on identified growth and synergy opportunities • Pursue attractive opportunities to increase scale of new precast concrete platform Recent Achievements What’s Next


 
7 Pursuing Excellence: Update on Transform, Advance, Grow (TAG) Program The enterprise-wide, transformational, capital-light TAG program aims to drive higher through-the-cycle margins, earnings, and cash flows and improved ROIC. The effort includes 150+ individual initiatives across operational, commercial, and support functions. Benefits from these initiatives are expected to continue to generate value long after TAG fully matures. Opportunity to create meaningful shareholder value through self-directed actions, independent of market conditions Looking AheadHighlights To Date • Organization is mobilized to execute on initiatives and deliver results • Reorganized NASG under line of business structure to maximize capture of opportunities • Execution began September 2024; benefits exceeding targets thus far • Major contributions thus far from: • Scrap optimization • Melt shop yield • Rolling mill yield • Logistics optimization • Reduced alloy consumption $50M of estimated EBITDA benefit in FY 20252 >25 initiatives in execution phase • Maintain momentum on operational initiatives • Realize benefits from commercial excellence initiatives • Substantial opportunities still ahead • Anticipate providing more detailed guidance regarding TAG in the future >$150M in expected run-rate annualized EBITDA benefit by the end of fiscal 20261,2 [1] We have not reconciled the forward-looking estimates of TAG-related EBITDA benefits to comparable GAAP measures because applicable information for future periods, on which these reconciliations would be based, is not readily available due to uncertainty regarding, and the potential variability of metal margins, U.S. trade policy, cost levels of key production inputs, construction activity and related product demand, etc. Accordingly, reconciliations of the forward-looking estimates of TAG-related EBITDA benefits to net earnings are not available at this time without unreasonable effort. [2] Benefit estimates are based on the value of changes to key margin, cost, or efficiency drivers achieved through the TAG program as compared to a baseline fiscal 2024 starting point.


 
8 Inorganic Growth: Precast Platform with Immediate Scale Facilities 35 States 14 Volumes ~1,750k tons2 Revenue ~$735 million2 EBITDA ~$250 million2 EBITDA margin ~34%2 In the United States1 In the Southeast1 #3 #1 INDUSTRY LEADING PRODUCT OFFERING Incremental Annualized EBITDA ~$250 million2 Composition of Operating Segment Adjusted EBITDA Accretion to CMC Annualized Core EBITDA Margin +2.1 percentage points3 Q4 FY25 Supplemental Slides October 16, 2025 EBG EBG Precast $138M EBITDA 15% of total4,5 ~$390M EBITDA 32% of total5,6 FY 2025 Pro Forma Europe Steel Group North America Steel Group Europe Steel Group North America Steel Group [1] Based on facility count; [2] Estimated based on forecasted CY 2025 metrics for Foley and CP&P; [3] Estimate based on CMC results for FY 2025 and forecasted CY 2025 results for Foley and CP&P; [4] See appendix for reconciliation; [5] Refers to EBG segment adjusted EBITDA divided by total segment adjusted EBITDA excluding the impact of Corporate and Other; [6] Based on fiscal year 2025 for CMC plus forecasted CY 2025 results for Foley and CP&P, as applicable


 
9 • Rate reduction in mid-September boosted confidence in the outlook for lower interest levels over the near and medium-term • Lower rates should help unlock pent-up demand in the construction project pipeline • Significant cash tax savings through several programs − Estimated benefit to average S&P 500 company equivalent to 8.5% to 10% of annual free cash flow4 − Should incentivize business investment • CMC expects a cash tax reduction of ~$90 million in FY 2026 related to bonus depreciation on the investment in Steel West Virginia • Greater clarity on future corporate and individual tax rates • Modest operating cost impact based on current tariff levels, potential to decline further • Major equipment for large organic projects has already arrived, greatly reducing exposure to tariff impact Near-term demand • Increased uncertainty related to future costs of projects and material availability • Pipeline of potential new work remains active Longer-term expected demand impact • Policy environment favoring U.S. manufacturing should lead to increased investment in industrial capacity Demand in CMC’s Markets• Elimination of Section 232 tariff exemptions and rate increase to 50% • Rebar trade case filing against Algeria, Bulgaria, Egypt, and Vietnam has benefited pricing on several products often sourced from those countries Mexico & Canada Other Imports Domestic Suppliers Trade Case Nations1 Other Imports Domestic Suppliers Recent Government Policy Enactments Are Generally Supportive Steel Tariff Impact on CMC’s Markets Impacts of IEEPA Tariffs Br ea kd ow n of C Y 20 24 M ar ke t S up pl y2 Re ba r M er ch an t Q4 FY25 Supplemental Slides October 16, 2025 Nations subject to recently filed trade case provided 50% of CY3 2024 imports Imports were ~11% of market in CY 2024 Imports were ~12% of market in CY 2024 Mexico and Canada provided 63% of CY 2024 imports [1] Algeria, Bulgaria, Egypt, and Vietnam [2] Data from International Trade Commission Dataweb service [3] CY refers to calendar year [4] Source: Zion Research Group Operating and Capital Costs Impact of Current Tariff Environment Other Policy Developments One Big Beautiful Bill Federal Reserve Policy


 
10 Computing Healthcare Industrial Consumer Products Automotive Materials Manufacturing Artificial Intelligence Shipping and Logistics Energy North American Market Conditions Q4 FY25 Supplemental Slides October 16, 2025 [1] Source: Dodge Construction Network [2] Source: American Road and Transportation Builders’ Association [3] Per Concrete Reinforcing Steel Institute [4] Based on data from Whitehouse.gov Conditions on-the-ground for both our North America Steel Group and Emerging Businesses Group have been stable Near-Term View Mid to Long-Term View • Key internal indicators show stability in underlying demand − CMC’s bid volumes remain healthy and similar to recent quarters; finished steel shipments are stable • Dodge Momentum Index (DMI) reached an all-time high in September, demonstrating broad-based growth and indicating a robust project pipeline • Rebar consumption expected to be supported by strong public sector construction spending Growth in highway and bridge project starts1 (YTD August 2025 vs YTD August 2024) • Structural trends should be durable, provide a major tailwind for years to come • Current presidential administration’s policies are pro-growth and designed to spur investment and facilitate execution • Over $2 trillion4 of corporate investment programs announced to date in CY 2025; commencement of related mega projects could be a meaningful catalyst for rebar consumption and margins $2.1T in announced investment from over 100 companies Announced Investments4 Announced Manufacturing Investments4 $1.3T in announced manufacturing investment from 80+ companies ~8% Growth in new state and local contract awards2 (YTD August 2025 vs YTD August 2024) ~10%


 
11 EBG is Delivering Strong Results… Q4 FY25 Supplemental Slides October 16, 2025 $138M adjusted EBITDA 18.4% EBITDA margin 15% of segment EBITDA1 CMC Construction Services Tensar CMC Impact Metals CMC Anchoring Systems Performance Reinforcing Steel Description Soil stabilization for road, foundation, and other construction applications Proprietary reinforcing steel products used in critical applications Distribution operations servicing concrete contractors Anchoring solutions for the electrical transmission market Heat-treated performance steel products Customer Solutions Tilt-wall, formwork, safety gear, equipment rental Engineered cages, bolts, and fasteners Key Customer Groups • Civil engineers • State DOTs • General contractors • State DOTs • General contractors • Distributors • Concrete contractors and installers • Utility providers • Utility contractors • Defense OEM • Truck trailer OEM • Equipment OEM Business Drivers • Increased market penetration • Infrastructure investment • Trend toward lower labor intensity and faster construction • Coastal bridge and highway construction • Port construction and repairs • LNG investments • Construction activity in the South- Central U.S., particularly Texas • Population growth in Texas • Investments in transmission and distribution • Growth of renewable energy generation requiring connection to grid • Truck and trailer fleet expansion • Defense spending • Construction spending CMC Competitive Advantage  Innovation leader  Strong value proposition on virtually every project  Growing market penetration  Scalable platform  Leader in most major Texas metro markets  Strong customer loyalty  Scalable business platform  Proprietary solutions for critical applications  Strong complement to standard rebar offerings  Organically scalable platform  High reliability in the most critical applications  Strong customer loyalty  Proprietary processes  Market leader  Broad offering of custom foundation solutions  National presence to serve entire U.S. market FY 2025 Results CMC is building a unique portfolio of solutions to meet customer needs and address challenges across the early-stage construction landscape [1] Refers to EBG segment adjusted EBITDA divided by total segment adjusted EBITDA excluding impact of Corporate and Other. This is a non-GAAP measure. See appendix for reconciliation


 
12 Q4 FY25 Supplemental Slides October 16, 2025 Demand Factors Recent Market Developments • Increased inflows of EU funds − Funding amount equal to roughly 3.5% of Polish GDP − Expected to support highway, rail, and energy investment programs • Major projects entering market, including nuclear power generation and national transportation projects • Polish economic growth accelerated in CY 2025 and should maintain momentum in CY 2026 • German proposal to enact €500 billion stimulus package to fund infrastructure and defense investment Supply Factors • Trade policy adjustments proposed by the European Commission would reduce tariff-free import quotas by nearly 50%. Import volumes above the quota would be subject to 50% tariffs. Once approved, the new policy would take effect in July 2026 • Some regional capacity temporarily idled Green Shoots Continue to Emerge for Our Europe Steel Group Market conditions have improved modestly in recent quarters. Emerging green shoots point to further strengthening ahead.


 
13 • Consolidated financial results in the first quarter are anticipated to be largely consistent with the fourth quarter • North America Steel Group finished steel shipments should follow typical seasonal patterns in the first quarter, while adjusted EBITDA margin is expected to increase sequentially on higher margins over scrap on steel products • Financial results for the Emerging Businesses Group are anticipated to improve year-over-year but decline sequentially due to normal seasonality • Europe Steel Group will receive the second tranche of the annual CO2 credit of approximately $15 million during the first quarter. Excluding this credit, adjusted EBITDA for our Europe Steel Group is likely to be around breakeven as seasonal factors weigh on profitability • Demand for long steel products in North America remained resilient − Finished steel shipments increased 3.0% y/y • North America Steel Group steel product margin increased throughout the quarter − Steel product metal margin increased by $46 per ton from the prior year period, marking the first y/y improvement in two years − Exited the fourth quarter above the $568 per ton average for the period • Downstream product margins over scrap1 remained well above historical levels, but decreased $104 per ton from the prior year period − Average selling price is stabilizing with the fourth quarter marking the first sequential quarter increase since mid-fiscal 2023 − Bid pricing on potential new downstream work is reflecting recent mill price increase announcements • Successful execution of several TAG initiatives contributed positively during the quarter • Emerging Businesses Group net sales were up 13.4% y/y while adjusted EBITDA increased by 19.1% − Record EBITDA generation from Tensar, driven by robust shipment levels and solid cost performance − Shipments remained strong for Performance Reinforcing Steel; sales and EBITDA increased at CMC Construction Services as a result of initiatives to drive store traffic • Market conditions for the Europe Steel Group continued to modestly improve − Steel product metal margins increased by $24 per ton from the sequential quarter largely on declining scrap costs − Shipments up by 17.2% on a year-over-year basis − Cost management efforts contributed to y/y EBITDA improvement Pe rf or m an ce D riv er s O ut lo ok (Q 1 20 26 ) Q4 Operational Update [1] Downstream Product Margin Over Scrap equals Average Selling Price minus cost of ferrous scrap utilized during the prior quarter Q4 FY25 Supplemental Slides October 16, 2025


 
14 219 291 37 8 43 (26) 10 0 50 100 150 200 250 300 350 Q4 2024 NA Steel Group EBITDA Emerging Businesses Group EBITDA Europe Steel Group EBITDA Corp & Eliminations Other Non- Op Items Q4 2025 Q4 Consolidated Operating Results Q4 ’24 Q1 ’25 Q2 ’25 Q3 ’25 Q4 ’25 External Finished Steel Tons Shipped1 1,439 1,459 1,354 1,512 1,528 Core EBITDA2 $218,998 $208,665 $139,131 $198,025 $291,441 Core EBITDA per Ton of Finished Steel Shipped2 $152 $143 $103 $131 $191 Core EBITDA Margin2 11.0% 10.9% 7.9% 9.8% 13.8% Net Earnings (Loss) $103,931 ($175,718) $25,473 $83,126 $151,781 Adjusted Earnings2 $97,408 $86,931 $35,769 $79,618 $154,965 Performance Summary Units in 000’s except per ton amounts and margin • Incurred $3.8 million of interest expense based on estimate related to judgment in PSG litigation • Adjustment for unrealized gains and losses related to commodity hedges is now included within calculations of adjusted EBITDA measures and adjusted earnings. − Recognized a $2.9 million gain on undesignated commodity hedges during the quarter Non-operational items (pre-tax figures) [1] External Finished Steel Tons Shipped equal to shipments of Steel Products plus Downstream Products [2] Core EBITDA, core EBITDA margin, 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 Bridge2 – Q4 2024 to Q4 2025 $ Millions Q4 FY25 Supplemental Slides October 16, 2025


 
15 181 162 131 156 207 958 938 898 874 854 522 489 476 499 568 0 50 100 150 200 250 0 200 400 600 800 1,000 1,200 Q4 '24 Q1 '25 Q2 '25 Q3 '25 Q4 '25 Adjusted EBITDA per Ton of Finished Steel Shipped Downstream Product Margin Over Scrap Steel Product Margin Over Scrap Q4 North America Steel Group Q4 ’24 Q1 ’25 Q2 ’25 Q3 ’25 Q4 ’25 External Finished Steel Tons Shipped1 1,120 1,146 1,044 1,153 1,154 Adjusted EBITDA $202,865 $186,179 $136,954 $179,936 $239,416 Adjusted EBITDA per Ton of Finished Steel Shipped $181 $162 $131 $156 $207 Adjusted EBITDA Margin 13.0% 12.3% 9.9% 11.5% 14.8% Performance Summary Units in 000’s except per ton amounts and margin • Increase in steel product margins over scrap cost3 ($46 per ton on a y/y basis), marking the first y/y gain in 11 quarters • Downstream product margins2 over scrap cost remained well above historical levels but declined by approximately $104 per ton from a year ago. Downstream average selling price is showing signs of stabilizing following eight quarters of sequential declines • TAG related benefits contributed positively to the quarter • Adjustment for unrealized gains and losses related to commodity hedges is now included within calculations of adjusted EBITDA. This approach is intended to remove volatility that management believes does not reflect actual operational results [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 Q4 FY25 Supplemental Slides October 16, 2025 North America Steel Group – Key Margins $ / ton SP a nd D P M ar gi n O ve r S cr ap Adjusted EBITDA per ton 2 3 Key Performance Drivers Q4 2025 vs Q4 2024


 
16 196 222 4.6% 5.2% 1.0% 0.9% 1.7% 100 120 140 160 180 200 220 240 Q4 2024 Geogrids & Geopiers Construction Services Impact Metals Performance Reinforcing Steel Anchoring Systems Q4 2025 Key Performance Drivers Q4 2025 vs Q4 2024 Q4 Emerging Businesses Group Q4 ’24 Q1 ’25 Q2 ’25 Q3 ’25 Q4 ’25 Net sales to external customers $195,571 $169,415 $158,864 $197,454 $221,753 Adjusted EBITDA $42,519 $22,660 $23,519 $40,912 $50,630 Adjusted EBITDA Margin 21.7% 13.4% 14.8% 20.7% 22.8% Performance Summary Units in 000’s except margin • Record financial results within Tensar, driven by strong project demand, shipments on certain previously delayed jobs, and improved cost performance • Performance Reinforcing Steel benefited from robust project shipments and higher margin sales mix • Sales and EBITDA increased at CMC Construction Services as a result of initiatives to drive store traffic • CMC Impact Metals results improved modestly from a year ago due to cost management efforts and some modest recovery in defense and truck & trailer end markets. Contribution to Net Sales Change – Q4 2024 to Q4 2025 Quarterly net sales figures in $ million, contribution to net sales changes provided in percentages Q4 FY25 Supplemental Slides October 16, 2025 Net sales up 13.4% Directional Change in Underlying Margin Performance


 
17 284 269 275 293 317 (11) 83 2 10 105 (50) 0 50 100 150 200 250 300 350 Q4 '24 Q1 '25 Q2 '25 Q3 '25 Q4 '25 Steel Products Margin Over Scrap Adjusted EBITDA per Ton Q4 Europe Steel Group Q4 ’24 Q1 ’25 Q2 ’25 Q3 ’25 Q4 ’25 External Finished Steel Tons Shipped1 319 313 310 359 374 Adjusted EBITDA ($3,622) $25,839 $752 $3,593 $39,098 Adjusted EBITDA per Ton of Finished Steel Shipped ($11) $83 $2 $10 $105 Adjusted EBITDA Margin (1.6%) 12.3% 0.4% 1.5% 14.8% • Received $31 million CO2 refund associated with a government program that extends to 2030. Will receive the second tranche (approximately $15 million) in Q1 of FY 2026 • Metal margin was the highest since Q3 FY 2023 and up $33 per ton from the prior year • Strong cost performance continued to benefit earnings − Achieved y/y improvements within most cost categories • Shipment volumes increased 17.2% from the prior year period − Supported by improving demand in Poland [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] Includes a $44.1 million annual CO2 credit associated with a government program that extends to 2030 [4] Includes a $31 million annual CO2 credit associated with a government program that extends to 2030 2 M ar gi n O ve r S cr ap a nd A dj us te d EB IT DA p er to n Q4 FY25 Supplemental Slides October 16, 2025 Performance Summary Units in 000’s except per ton amounts and margin Key Performance Drivers Q4 2025 vs Q4 2024 Europe Steel Group – Key Margins $ / ton 3 4


 
18 Long-Term Framework Debt Management Value-Generating Growth Disciplined Capital Allocation Strategy CMC will prudently allocate capital while maintaining a strong and flexible balance sheet Q4 FY25 Supplemental Slides October 16, 2025 [1] Defined as dividend payments divided by adjusted earnings Deleverage 1 2 • Complete key organic growth projects underway • FY 2026 capex of approximately $600 million Capital Expenditures Acquisitions • Complete acquisitions of Foley and CP&P • Combined purchase price of ~$2.5 billion • Utilize enhanced free cash flow to reduce net debt • Goal to deleverage below 2x within 18 months Shareholder Distributions 3 • Share repurchases likely to slow from recent pace • $205 million remaining on current authorization Share Repurchases Dividends • Maintain competitive dividend payout • CMC has paid 244 consecutive quarterly dividends Value-Generating Growth 1 • Capital expenditures to reduce meaningfully upon completion of Steel West Virginia • High return, lower capital EBG-focused projects Capital Expenditures Acquisitions • Bolt-on additions to CMC’s precast platform • Enhance commercial portfolio, strengthen existing business Debt Management Deleverage3 • Maintain net leverage below 2x • Strong balance that support strategic execution Shareholder Distributions 2 • Enhanced cash flows to support competitive level of repurchases • Core component of CMC’s capital allocation Share Repurchases Dividends • Periodic dividend increases • Core component of CMC’s capital allocation Near-Term Focus CMC plans to deleverage from recent acquisitions within 18 months


 
© CMC Appendix


 
20 2023 2024 20252023 2024 20252023 2024 2025 CMC Incident Rate Domestic Steel Industry 1 Safety is Core to Our Mission [1] Domestic steel industry data is for Iron and Steel Mills and Ferroalloy Manufacturing (NAICS – 3311) from the Bureau of Labor Statistics CMC and Domestic Steel Industry1 Total Recordable Incident Rate by Year Total CMC North America Steel Group Europe Steel Group Total Recordable Incident Rate by Segment Q4 FY25 Supplemental Slides October 16, 2025 Our concentrated focus on safety and culture has driven continuous improvement We achieved world-class performance across our operational footprint during FY 2025 and will push for even better results in FY 2026 2023 2024 2025 Emerging Businesses Group


 
21 $79 $162 $599 $1,043 $3 00 $3 00 $3 00 $1 45 $6 00 $1 50 2025 2026 2027 2028 2029 2030 2031 2032 2047 Financial Strength [1] 2047 tax-exempt bonds were priced to yield 3.5%; coupon rate is 4.0%; 2032 tax-exempt bonds mature in 2055, but have a mandatory tender for purchase requirement in May 2032 [2] Net Debt is defined as total debt less cash & cash equivalents. Total debt is defined as long-term debt plus current maturities of long-term debt and short-term borrowings. Adjusted EBITDA used in this calculation excludes impact of litigation expense related to PSG lawsuit. [3] This is a target that CMC intends to return to, as expeditiously as possible, following the execution of an acquisition, or series of acquisitions [4] Net debt-to-capitalization is defined as net debt on CMC's balance sheet divided by the sum of total debt and stockholders' equity. For a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures, see the appendix to this document. Revolver Poland Credit Facilities (US$ in millions) Revolving Credit Facility 4.125% Notes Cash and Cash Equivalents 3.875% Notes Solid balance sheet position and enhanced cash flow profile support the execution of announced projects, strategic M&A, and cash distributions to our shareholders Debt Maturity Profile Q4 FY’25 Liquidity (US$ in millions) 4.375% Notes 4.0% Bond1 Poland Accounts Receivable Facility <0.5x Net debt to adjusted EBITDA (L12M)2 <2.0x Net debt to adjusted EBITDA long-term target3 <10% Net debt to capitalization (Q4 FY 2025)4 Total liquidity of nearly $1.9 billion 4.625% Bond1


 
22Q4 FY25 Supplemental Slides │ October 16, 2025 Note: GHG emissions statistics for CMC include only steel mill operations, which represents over 95% of CMC’s emissions footprint Sources: CMC 2024 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 Clear Sustainability Leader CMC plays a key role in the circular steel economy, turning end of life metals into the steel that forms the backbone of modern society Scopes 1&2 Greenhouse Gas Emissions (GHG) Intensity ACCOUNTABILITY FOR OUR ACTIONS RESPECT FOR OUR ENVIRONMENT ACTING WITH INTEGRITY2.2 1.8 1.0 0.42 Integrated Average Global Average U.S. Average CMCtC O 2e p er M T of s te el 1.18 28.60 CMCGlobal Industry 3.76 21.27 CMCGlobal Industry 0.73 1.92 CMCGlobal Industry 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 2% 69% CMCGlobal Industry % o f s te el c on te nt Scopes 1-3 GHG Emissions Intensity tC O 2e p er M T of s te el Virgin Materials Used in Steelmaking


 
© CMC Appendix: Non-GAAP Financial Reconciliations


 
24 [1] See page 30 for definitions of non-GAAP measures Q4 FY25 Supplemental Slides October 16, 2025 Adjusted EBITDA, Core EBITDA, and Core EBITDA margins – Last 5 Quarters


 
25 [1] See page 30 for definitions of non-GAAP measures Q4 FY25 Supplemental Slides October 16, 2025 Adjusted Earnings


 
26 [1] Federal statutory rate of 21% plus approximate impact of state level income tax [2] See page 30 for definitions of non-GAAP measures Q4 FY25 Supplemental Slides October 16, 2025 Return on Invested Capital


 
27Q4 FY25 Supplemental Slides October 16, 2025 Emerging Businesses Group Adjusted Segment EBITDA % of Total Segment EBITDA


 
28 [1] See page 30 for definitions of non-GAAP measures Q4 FY25 Supplemental Slides October 16, 2025 Discretionary Cash Flows


 
29 [1] See page 30 for definitions of non-GAAP measures [2] The adjustment “Litigation expense” represents a provision recorded in the three months ended November 30, 2024 related to the judgment in the Pacific Steel Group litigation and, with respect to subsequent periods, interest expense on the judgment Q4 FY25 Supplemental Slides October 16, 2025 Net Debt to Adjusted EBITDA and Net Debt to Capitalization


 
30 ADJUSTED EARNINGS Adjusted earnings is a non-GAAP financial measure that is equal to earnings (loss) before asset impairments, including the estimated income tax effects thereof. The adjustment “settlement for New Markets Tax Credit transaction” represents the recognition of deferred revenue from 2016 and 2017 resulting from the Company’s participation in the New Markets Tax Credit program provided for in the Community Renewal Tax Relief Act of 2000 during the development of a micro mill, spooler and T-post shop located in eligible zones as determined by the Internal Revenue Service. Adjusted earnings also excludes litigation expense and unrealized (gain) loss on undesignated commodity hedges. Adjusted earnings should not be considered as an alternative to net earnings (loss) 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 (loss) before interest expense and income taxes. It also excludes recurring non-cash charges for depreciation and amortization, asset impairments, amortization of acquired unfavorable contract backlog, and unrealized (gain) loss on undesignated commodity hedges. Core EBITDA also excludes litigation expense, settlement for New Market Tax Credit transactions, non-cash stock-based compensation, loss on debt extinguishments, gains on sale of assets, acquisition settlements, acquisition and integration related costs, and purchase accounting effect on inventory. The adjustment “litigation expense” represents a provision recorded in the three months ended November 30, 2024 related to the judgment in the Pacific Steel Group litigation and, with respect to subsequent periods, interest expense on the judgment amount. The adjustment “settlement for New Markets Tax Credit transaction” represents the recognition of deferred revenue from 2016 and 2017 resulting from the Company’s participation in the New Markets Tax Credit program provided for in the Community Renewal Tax Relief Act of 2000 during the development of a micro mill, spooler and T-post shop located in eligible zones as determined by the Internal Revenue Service. 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 (loss) before interest expense, income taxes, depreciation and amortization expense, asset impairments, amortization of acquired unfavorable contract backlog, and unrealized (gain) loss on undesignated commodity hedges. Adjusted EBITDA should not be considered as an alternative to net earnings (loss), 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. During the fourth fiscal quarter of 2025, the Company modified its method of calculating adjusted EBITDA to exclude the impact of unrealized gains and losses on undesignated commodity derivatives. This change was primarily driven by heightened volatility in copper forward markets, which introduced significant non-cash fluctuations unrelated to core operations. By removing this volatility, the revised metric provides a more representative view of operating performance and cash-generating capability. Accordingly, the Company evaluated the impact of this change on prior-period disclosures and has recast adjusted EBITDA, core EBITDA, core EBITDA margin, adjusted earnings and adjusted earnings per diluted share for all periods presented in this presentation. DISCRETIONARY CASH FLOW Discretionary Cash Flow is defined as Adjusted EBITDA less depreciation and amortization (used as a proxy for sustaining capital expenditures) less interest expense, less net cash income taxes paid less dividend payments plus stock- based compensation plus a litigation-related loss associated with the PSG litigation. NET DEBT Net debt is defined as total debt less cash and cash equivalents. NET LEVERAGE Net leverage is defined as net debt divided by trailing 12 month adjusted EBITDA from continuing operations. 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. Q4 FY25 Supplemental Slides October 16, 2025 Definitions for non-GAAP financial measures


 
CMC.COM


 
EX-99.3 4 cmc-08312025xearningsrelea.htm EX-99.3 Document

COMMERCIAL METALS COMPANY
RECAST NON-GAAP FINANCIAL MEASURES (UNAUDITED)

This document 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, core EBITDA margin and adjusted earnings, all from continuing operations, are non-GAAP financial measures. Adjusted earnings per diluted share from continuing operations is defined as adjusted earnings on a diluted per share basis. Core EBITDA margin from continuing operations is defined as core EBITDA divided by net sales. The adjustment “Settlement of New Markets Tax Credit transactions” represents the recognition of deferred revenue from 2016 and 2017 resulting from Commercial Metals Company’s (the “Company”) participation in the New Markets Tax Credit program provided for in the Community Renewal Tax Relief Act of 2000 during the development of a micro mill, spooler and T-post shop located in eligible zones as determined by the Internal Revenue Service. As set forth in the respective reconciliations below, for each of the years ended August 31, 2022, 2021, 2020 and 2019, the calculation of core EBITDA from continuing operations included adjustments for certain items to provide a supplemental measure of our ongoing performance. Such adjustments are consistent with the Company’s historical method of calculating core EBITDA from continuing operations for the applicable year.

During the fourth fiscal quarter of 2025, the Company modified its method of calculating adjusted EBITDA, core EBITDA and adjusted earnings, all from continuing operations, to exclude the impact of unrealized gains and losses on undesignated commodity derivatives. This change was primarily driven by heightened volatility in copper forward markets, which introduced significant non-cash fluctuations unrelated to core operations. By removing this volatility, the revised metric provides a more representative view of operating performance and cash-generating capability. The Company recast adjusted EBITDA, core EBITDA, core EBITDA margin, adjusted earnings and adjusted earnings per diluted share, all from continuing operations, for certain historical periods to conform to this presentation.

Non-GAAP financial measures should be viewed in addition to, and not as alternatives to, 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 from continuing operations to adjusted EBITDA from continuing operations and core EBITDA from continuing operations is provided below:






Three Months Ended Year Ended
(in thousands, except per share data) 11/30/2023 2/29/2024 5/31/2024 8/31/2024 8/31/2024
Net earnings $ 176,273  $ 85,847  $ 119,440  $ 103,931  $ 485,491 
Interest expense 11,756  11,878  12,117  12,142  47,893 
Income tax expense 48,422  31,072  40,867  29,819  150,180 
Depreciation and amortization 69,186  68,299  70,692  72,190  280,367 
Asset impairments —  146  6,558  6,708 
Unrealized (gain) loss on undesignated commodity hedges 2,480  (1,980) 5,605  (8,067) (1,962)
Adjusted EBITDA 308,117  195,120  248,867  216,573  968,677 
Non-cash equity compensation 8,059  14,988  12,846  9,173  45,066 
Settlement of New Markets Tax Credit transactions —  —  —  (6,748) (6,748)
Core EBITDA $ 316,176  $ 210,108  $ 261,713  $ 218,998  $ 1,006,995 
Net sales $ 2,003,051  $ 1,848,287  $ 2,078,485  $ 1,996,149  $ 7,925,972 
Core EBITDA margin 15.8% 11.4% 12.6% 11.0% 12.7%
Net earnings $ 176,273  $ 85,847  $ 119,440  $ 103,931  $ 485,491 
Asset impairments —  146  6,558  6,708 
Settlement of New Markets Tax Credit transactions —  —  —  (6,748) (6,748)
Unrealized (gain) loss on undesignated commodity hedges 2,480  (1,980) 5,605  (8,067) (1,962)
Total adjustments (pre-tax) $ 2,480  $ (1,976) $ 5,751  $ (8,257) $ (2,002)
Related tax effects on adjustments (521) 415  (1,208) 1,734  420 
Adjusted earnings $ 178,232  $ 84,286  $ 123,983  $ 97,408  $ 483,909 
Net earnings per diluted share(1)
$ 1.49  $ 0.73  $ 1.02  $ 0.90  $ 4.14 
Adjusted earnings per diluted share(1)
$ 1.51  $ 0.72  $ 1.06  $ 0.84  $ 4.13 
__________________________________
(1) Net earnings per diluted share and adjusted earnings per diluted share are calculated independently for each three month period and may not sum to the year to date period due to rounding.




Three Months Ended Year Ended
(in thousands, except per share data) 11/30/2022 2/28/2023 5/31/2023 8/31/2023 8/31/2023
Net earnings $ 261,774  $ 179,849  $ 233,971  $ 184,166  $ 859,760 
Interest expense 13,045  9,945  8,878  8,259  40,127 
Income tax expense 76,725  55,641  76,099  53,742  262,207 
Depreciation and amortization 51,183  51,216  55,129  61,302  218,830 
Asset impairments 36  3,734  3,780 
Unrealized (gain) loss on undesignated commodity hedges 6,459  (554) (6,781) 3,998  3,122 
Adjusted EBITDA 409,195  296,133  367,297  315,201  1,387,826 
Non-cash equity compensation 16,675  16,949  10,376  16,529  60,529 
Settlement of New Markets Tax Credit transactions —  (17,659) —  —  (17,659)
Core EBITDA $ 425,870  $ 295,423  $ 377,673  $ 331,730  $ 1,430,696 
Net sales $ 2,227,313  $ 2,018,003  $ 2,344,989  $ 2,209,228  $ 8,799,533 
Core EBITDA margin 19.1% 14.6% 16.1% 15.0% 16.3%
Net earnings $ 261,774  $ 179,849  $ 233,971  $ 184,166  $ 859,760 
Asset impairments 36  3,734  3,780 
Settlement of New Markets Tax Credit transactions —  (17,659) —  —  (17,659)
Unrealized (gain) loss on undesignated commodity hedges 6,459  (554) (6,781) 3,998  3,122 
Total adjustments (pre-tax) $ 6,468  $ (18,177) $ (6,780) $ 7,732  $ (10,757)
Related tax effects on adjustments (1,358) 3,817  1,424  (1,624) 2,259 
Adjusted earnings $ 266,884  $ 165,489  $ 228,615  $ 190,274  $ 851,262 
Net earnings per diluted share(1)
$ 2.20  $ 1.51  $ 1.98  $ 1.56  $ 7.25 
Adjusted earnings per diluted share(1)
$ 2.24  $ 1.39  $ 1.93  $ 1.61  $ 7.18 
__________________________________
(1) Net earnings per diluted share and adjusted earnings per diluted share are calculated independently for each three month period and may not sum to the year to date period due to rounding.



Three Months Ended Year Ended
(in thousands, except per share data) 11/30/2021 2/28/2022 5/31/2022 8/31/2022 8/31/2022
Net earnings $ 232,889  $ 383,314  $ 312,429  $ 288,630  $ 1,217,262 
Interest expense 11,035  12,011  13,433  14,230  50,709 
Income tax expense 28,872  126,432  92,590  49,991  297,885 
Depreciation and amortization 41,226  41,134  43,583  49,081  175,024 
Asset impairments —  1,228  3,245  453  4,926 
Unrealized (gain) loss on undesignated commodity hedges (2,184) 1,641  (2,556) (699) (3,798)
Adjusted EBITDA 311,838  565,760  462,724  401,686  1,742,008 
Non-cash equity compensation 9,619  16,251  11,986  9,122  46,978 
Acquisition and integration related costs and other 3,165  —  4,478  1,008  8,651 
Purchase accounting effect on inventory —  —  2,169  6,506  8,675 
Gain on sale of assets —  (273,315) —  —  (273,315)
Loss on debt extinguishment —  16,052  —  —  16,052 
Core EBITDA $ 324,622  $ 324,748  $ 481,357  $ 418,322  $ 1,549,049 
Net sales $ 1,981,801  $ 2,008,888  $ 2,515,727  $ 2,407,065  $ 8,913,481 
Core EBITDA margin 16.4% 16.2% 19.1% 17.4% 17.4%
Net earnings $ 232,889  $ 383,314  $ 312,429  $ 288,630  $ 1,217,262 
Asset impairments —  1,228  3,245  453  4,926 
Acquisition and integration related costs and other 3,165  —  4,478  1,008  8,651 
Purchase accounting effect on inventory —  —  2,169  6,506  8,675 
Gain on sale of assets —  (273,315) —  —  (273,315)
Loss on debt extinguishment —  16,052  —  —  16,052 
Unrealized (gain) loss on undesignated commodity hedges (2,184) 1,641  (2,556) (699) (3,798)
Total adjustments (pre-tax) $ 981  $ (254,394) $ 7,336  $ 7,268  $ (238,809)
International restructuring (36,237) —  —  —  (36,237)
Related tax effects on adjustments (206) 59,930  (1,541) (1,526) 56,657 
Adjusted earnings $ 197,427  $ 188,850  $ 318,224  $ 294,372  $ 998,873 
Net earnings per diluted share(1)
$ 1.90  $ 3.12  $ 2.54  $ 2.40  $ 9.95 
Adjusted earnings per diluted share(1)
$ 1.61  $ 1.54  $ 2.59  $ 2.44  $ 8.16 
__________________________________
(1) Net earnings per diluted share and adjusted earnings per diluted share are calculated independently for each three month period and may not sum to the year to date period due to rounding.





Three Months Ended Year Ended
(in thousands, except per share data) 11/30/2020 2/28/2021 5/31/2021 8/31/2021 8/31/2021
Earnings from continuing operations $ 63,911  $ 66,233  $ 130,408  $ 152,313  $ 412,865 
Interest expense 14,259  14,021  11,965  11,659  51,904 
Income tax expense 21,593  20,941  38,175  40,444  121,153 
Depreciation and amortization 41,799  41,573  41,804  42,437  167,613 
Amortization of acquired unfavorable contract backlog (1,523) (1,509) (1,508) (1,495) (6,035)
Asset impairments 3,594  474  277  2,439  6,784 
Unrealized (gain) loss on undesignated commodity hedges 1,801  381  (360) (5,172) (3,350)
Adjusted EBITDA from continuing operations 145,434  142,114  220,761  242,625  750,934 
Non-cash equity compensation 9,062  12,696  13,800  8,119  43,677 
Gain on sale of assets —  (5,877) (4,457) —  (10,334)
Loss on debt extinguishment —  16,841  —  —  16,841 
Facility closure 5,214  5,694  —  —  10,908 
Labor cost government refund (1,348) —  —  —  (1,348)
Core EBITDA from continuing operations $ 158,362  $ 171,468  $ 230,104  $ 250,744  $ 810,678 
Net sales $ 1,391,803  $ 1,462,270  $ 1,845,041  $ 2,030,646  $ 6,729,760 
Core EBITDA from continuing operations margin 11.4% 11.7% 12.5% 12.3% 12.0%
Net earnings from continuing operations $ 63,911  $ 66,233  $ 130,408  $ 152,313  $ 412,865 
Gain on sale of assets —  (5,877) (4,457) —  (10,334)
Asset impairments 3,594  474  277  2,439  6,784 
Loss on debt extinguishment —  16,841  —  —  16,841 
Facility closure 5,214  5,694  —  —  10,908 
Labor cost government refund (1,348) —  —  —  (1,348)
Unrealized (gain) loss on undesignated commodity hedges 1,801  381  (360) (5,172) (3,350)
Total adjustments (pre-tax) $ 9,261  $ 17,513  $ (4,540) $ (2,733) $ 19,501 
Related tax effects on adjustments (1,972) (3,678) 953  574  (4,123)
Adjusted earnings from continuing operations $ 71,200  $ 80,068  $ 126,821  $ 150,154  $ 428,243 
Earnings from continuing operations per diluted share(1)
$ 0.53  $ 0.54  $ 1.07  $ 1.24  $ 3.38 
Adjusted earnings from continuing operations per diluted share(1)
$ 0.59  $ 0.66  $ 1.04  $ 1.23  $ 3.51 
________________________________
(1) Earnings from continuing operations per diluted share and adjusted earnings from continuing operations per diluted share are calculated independently for each three month period and may not sum to the year to date period due to rounding.





Three Months Ended Year Ended
(in thousands, except per share data) 11/30/2019 2/29/2020 5/31/2020 8/31/2020 8/31/2020
Earnings from continuing operations $ 82,755  $ 63,596  $ 64,169  $ 67,782  $ 278,302 
Interest expense 16,578  15,888  15,409  13,962  61,837 
Income tax expense 27,332  22,845  23,804  18,495  92,476 
Depreciation and amortization 40,941  41,389  41,765  41,654  165,749 
Asset impairments 530  —  5,983  1,098  7,611 
Amortization of acquired unfavorable contract backlog (8,331) (5,997) (4,348) (10,691) (29,367)
Unrealized (gain) loss on undesignated commodity hedges 1,380  (1,764) 2,232  3,114  4,962 
Adjusted EBITDA from continuing operations 161,185  135,957  149,014  135,414  581,570 
Non-cash equity compensation 8,269  7,536  6,170  9,875  31,850 
Loss on debt extinguishment —  —  —  1,778  1,778 
Facility closure 6,339  —  1,863  2,903  11,105 
Labor cost government refund —  —  —  (2,985) (2,985)
Acquisition settlement —  —  —  32,123  32,123 
Core EBITDA from continuing operations $ 175,793  $ 143,493  $ 157,047  $ 179,108  $ 655,441 
Net sales $ 1,384,708  $ 1,340,963  $ 1,341,683  $ 1,409,132  $ 5,476,486 
Core EBITDA from continuing operations margin 12.7% 10.7% 11.7% 12.7% 12.0%
Earnings from continuing operations $ 82,755  $ 63,596  $ 64,169  $ 67,782  $ 278,302 
Acquisition settlement —  —  —  32,123  32,123 
Labor cost government refund —  —  —  (2,985) (2,985)
Facility closure 6,339  —  1,863  2,903  11,105 
Loss on debt extinguishment —  —  —  1,778  1,778 
Asset impairments —  —  5,983  1,098  7,081 
Unrealized (gain) loss on undesignated commodity hedges 1,380  (1,764) 2,232  3,114  4,962 
Total adjustments (pre-tax) $ 7,719  $ —  $ (1,764) $ 10,078  $ 38,031  $ 54,064 
Related tax effects on adjustments (1,621) 370  (2,116) (8,046) (11,413)
Adjusted earnings from continuing operations $ 88,853  $ 62,202  $ 72,131  $ 97,767  $ 320,953 
Earnings from continuing operations per diluted share(1)
$ 0.69  $ 0.53  $ 0.53  $ 0.56  $ 2.31 
Adjusted earnings from continuing operations per diluted share(1)
$ 0.74  $ 0.52  $ 0.60  $ 0.81  $ 2.67 
________________________________
(1) Earnings from continuing operations per diluted share and adjusted earnings from continuing operations per diluted share are calculated independently for each three month period and may not sum to the year to date period due to rounding.

Three Months Ended Year Ended
(in thousands) 11/30/2018 2/28/2019 5/31/2019 8/31/2019 8/31/2019
Earnings from continuing operations $ 19,420  $ 14,928  $ 78,551  $ 85,880  $ 198,779 
Interest expense 16,663  18,495  18,513  17,702  71,373 
Income tax expense 5,609  18,141  29,105  16,826  69,681 
Depreciation and amortization 35,176  41,245  41,181  41,051  158,653 
Asset impairments —  —  15  369  384 
Amortization of acquired unfavorable contract backlog (11,332) (23,476) (23,394) (16,582) (74,784)
Unrealized (gain) loss on undesignated commodity hedges 1,835  1,917  (3,938) 595  409 
Adjusted EBITDA from continuing operations $ 67,371  $ 71,250  $ 140,033  $ 145,841  $ 424,495