Commercial Metals Company
CMC Basic Materials Q3 2025
Document 1
Exhibit No. 99.1
News Release
CMC REPORTS THIRD QUARTER FISCAL 2025 RESULTS
•Third quarter net earnings of $83.1 million, or $0.73 per diluted share; adjusted earnings of $84.4 million, or $0.74 per diluted share
•Consolidated core EBITDA of $204.1 million in the third quarter; core EBITDA margin of 10.1%
•North American steel product metal margins inflected upward during the third quarter, exiting at a rate above the average for the period
•Emerging Businesses Group profitability improved sequentially and year-over-year with adjusted EBITDA margin increasing to 20.7%
•Europe Steel Group exceeded breakeven on better market fundamentals and solid cost performance; emerging green shoots point to more improvement ahead
•Transform, Advance, Grow ("TAG") program exceeding targeted EBITDA benefits; executing on initiatives with annual run-rate expected to exceed $100 million
Irving, TX - June 23, 2025 - Commercial Metals Company (NYSE: CMC) today announced financial results for its fiscal third quarter ended May 31, 2025.
Peter Matt, President and Chief Executive Officer, commented, “We achieved sequential improvement in our financial performance driven by better market conditions across each of our segments, including a meaningful tailwind from the upward inflection of steel product metal margins within the North America Steel Group and solid demand for the proprietary value added products offered by our Emerging Businesses Group. Activity within domestic construction markets remained resilient as shown by our healthy shipment levels, robust bid volumes on new work in the pipeline, and stable downstream backlog. These factors, and our significant exposure to the large and growing U.S. public infrastructure market, give us confidence that CMC should perform well through the balance of our fiscal year."
Mr. Matt added, "Our TAG program, which represents a key pillar of our strategy, is gaining momentum and delivering solid contributions to CMC's financial results. Benefits related to TAG have exceeded our targets through the first three quarters of fiscal 2025, and we are increasingly confident regarding the ability of this program to drive sustained improvements to margins, cash flow, and returns on capital. By getting more out of our existing business through TAG and pursuing attractive organic and inorganic growth opportunities, we are positioning CMC to create meaningful value for our shareholders. The impact of our strategic efforts should be further magnified by powerful structural trends within our key end markets related to infrastructure investment, reshoring, artificial intelligence, energy transition and generation growth, and the need to address our nation's housing shortage."
(CMC Third Quarter Fiscal 2025 - 2)
Third quarter net earnings were $83.1 million, or $0.73 per diluted share, on net sales of $2.0 billion, compared to prior year period net earnings of $119.4 million, or $1.02 per diluted share, on net sales of $2.1 billion.
During the third quarter of fiscal 2025, the Company recorded estimated net after-tax charges of $1.3 million, primarily relating to interest expense on the judgment amount associated with the previously disclosed Pacific Steel Group litigation. Excluding these charges, third quarter adjusted earnings were $84.4 million, or $0.74 per diluted share, compared to adjusted earnings of $119.6 million, or $1.02 per diluted share, in the prior year period. "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 May 31, 2025, cash and cash equivalents totaled $893.0 million, with available liquidity of over $1.7 billion. During the quarter, CMC repurchased 1,113,014 shares of common stock valued at $50.4 million in the aggregate. As of May 31, 2025, $254.9 million remained available under the current share repurchase authorization.
On June 18, 2025, the board of directors declared a quarterly dividend of $0.18 per share of CMC common stock payable to stockholders of record on June 30, 2025. The dividend, to be paid on July 9, 2025, marks the 243rd consecutive quarterly payment by the Company.
Business Segments - Fiscal Third Quarter 2025 Review
Demand for the products of North America Steel Group was solid during the quarter. Shipments of finished steel products grew by 1.6% relative to the prior year period and increased by 10.4% relative to the second quarter, reflecting normal seasonality. The pipeline of potential future construction projects remained healthy as indicated by CMC’s downstream bidding activity and the Dodge Momentum Index, which measures the value of projects entering the planning phase. Downstream backlog volumes were virtually unchanged on a year-over-year basis and finished the quarter at a level that should support solid downstream shipping levels during the 2025 construction season. Shipments of merchant products (MBQ) grew compared to the third quarter of fiscal 2024 as CMC increased its ability to serve West Coast customers from the Arizona 2 micro mill.
Adjusted EBITDA for the North America Steel Group decreased to $186.0 million in the third quarter of fiscal 2025 from $246.3 million in the prior year period. The earnings reduction was driven by lower margins over scrap costs on steel products and downstream products, partially offset by TAG related benefits. These benefits 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 11.9%, down from 14.7% in the third quarter of fiscal 2024.
(CMC Third Quarter Fiscal 2025 - 3)
Margins on steel products inflected upward during the quarter, increasing by $23 per ton on a sequential basis. Compared to the second quarter, the average selling price for steel products improved by $45 per ton, which outpaced a $22 per ton rise in scrap costs. Within the quarter, CMC successfully maintained price levels achieved earlier in the calendar year despite meaningful reductions in scrap pricing in April and May. As a result of this dynamic, steel product metal margins exited the third quarter above the $499 per ton average for the period.
Emerging Businesses Group ("EBG") third quarter net sales of $197.5 million increased by 4.7% compared to the prior year period, while adjusted EBITDA for the segment of $40.9 million was up 7.0% year-over-year and 74.0% sequentially. Improved year-over-year segment profitability was driven by strong project-related shipments of Performance Reinforcing Steel, as CMC continues to experience growing demand for its proprietary corrosion-resistant solutions. Adjusted EBITDA declined modestly for Tensar due primarily to delays in certain projects. Financial results remained largely unchanged for Construction Services and CMC Impact Metals, compared to the prior year period. Indications of future market conditions remained encouraging with pipeline measures such as project quotes and new planning activity at healthy levels. Adjusted EBITDA margin of 20.7% improved by 40 basis points compared to the prior year period and was the second highest on record.
Market conditions for the Europe Steel Group continued to improve in the third quarter, supported by solid Polish economic conditions and reduced import flows that helped establish a better balance of supply and demand. Pricing trends improved across each of the segment's major product categories. The average selling price in the third quarter increased by $51 per ton compared to the second quarter and exited May nearly $70 per ton higher than the December low. 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 $3.6 million in the third quarter of fiscal 2025 from a loss of $4.2 million in the prior year period. Excluding the impact of energy cost rebates, third quarter results were the strongest in two years for the segment. The adjusted EBITDA margin for the Europe Steel Group of 1.5% increased from (2.0%) in the third quarter of fiscal 2024.
Outlook
Mr. Matt said, “We expect consolidated financial results in the fourth quarter of fiscal 2025 to improve compared to the third 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. Based on project backlogs, we expect financial results for the Emerging Businesses Group will improve on both a sequential and year-over-year basis. Our Europe Steel Group will receive a CO2 credit of approximately $28 million during the fourth quarter as a result of recently signed Polish legislation that divided payments related to calendar 2024 energy cost rebates into two tranches. We expect to receive the second tranche in
(CMC Third Quarter Fiscal 2025 - 4)
the first quarter of fiscal 2026. Excluding this credit, adjusted EBITDA for our Europe Steel Group should increase sequentially in the fourth quarter, as we continue to benefit from improved market fundamentals and extensive cost management efforts.”
Mr. Matt concluded, “I am excited by the long-term outlook for our company and the prospect of creating significant value for our shareholders. We have developed – and are executing on – a game-changing strategic plan that is expected to deliver meaningful and sustained enhancements to our margins, cash flow capabilities, and return on capital. We will achieve this by leveraging our TAG operational and commercial excellence program to get more out of our existing enterprise, by completing value-accretive organic growth projects, and by adding complementary early-stage construction solutions that provide attractive new growth platforms. We are confident these efforts will position our company 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 third quarter fiscal 2025 conference call today, Monday, June 23, 2025, at 11:00 a.m. ET. Peter Matt, President and Chief Executive Officer, and Paul Lawrence, Senior Vice President and Chief Financial Officer, will host the call. The call is accessible via our website at www.cmc.com. In the event you are unable to listen to the live 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.
(CMC Third Quarter Fiscal 2025 - 5)
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the federal securities laws with respect to general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and 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. Additional factors include 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 and our expectations or beliefs concerning future events. The statements in this release that are not historical statements, are forward-looking statements. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "future," "intends," "may," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases, as well as by discussions of strategy, plans or intentions.
The Company's forward-looking statements are based on management’s expectations and beliefs as of the time this news release was prepared. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Important factors that could cause actual results to differ materially from our expectations include those described in our filings with the Securities and Exchange Commission, including, but not limited to, in Part I, Item 1A, "Risk Factors" of our annual report on Form 10-K for the fiscal year ended August 31, 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 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 those related to the Pacific Steel Group litigation and other legal proceedings discussed in Note 12, Commitments and Contingencies, in Part I, Item 1, Financial Statements and in Part II, Item 1, Legal Proceedings of our fiscal 2025 quarterly reports on Form 10-Q; risk of injury or death to employees, customers or other visitors to our operations; and civil unrest, protests and riots.
(CMC Third Quarter Fiscal 2025 - 6)
| COMMERCIAL METALS COMPANY AND SUBSIDIARIES FINANCIAL & OPERATING STATISTICS (UNAUDITED) | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per ton amounts) | 5/31/2025 | 2/28/2025 | 11/30/2024 | 8/31/2024 | 5/31/2024 | 5/31/2025 | 5/31/2024 | |||||||||||||||||||||||||||||||||||||
| North America Steel Group | ||||||||||||||||||||||||||||||||||||||||||||
| Net sales to external customers | $ | 1,562,286 | $ | 1,386,848 | $ | 1,518,637 | $ | 1,559,520 | $ | 1,671,358 | $ | 4,467,771 | $ | 4,750,210 | ||||||||||||||||||||||||||||||
| Adjusted EBITDA | 185,984 | 128,818 | 188,205 | 210,932 | 246,304 | 503,007 | 735,418 | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 11.9% | 9.3% | 12.4% | 13.5% | 14.7% | 11.3% | 15.5% | |||||||||||||||||||||||||||||||||||||
| External tons shipped | ||||||||||||||||||||||||||||||||||||||||||||
| Raw materials | 385 | 312 | 339 | 360 | 371 | 1,036 | 1,092 | |||||||||||||||||||||||||||||||||||||
| Rebar | 534 | 503 | 549 | 522 | 520 | 1,586 | 1,502 | |||||||||||||||||||||||||||||||||||||
| Merchant bar and other | 264 | 243 | 241 | 237 | 244 | 748 | 708 | |||||||||||||||||||||||||||||||||||||
| Steel products | 798 | 746 | 790 | 759 | 764 | 2,334 | 2,210 | |||||||||||||||||||||||||||||||||||||
| Downstream products | 355 | 298 | 356 | 361 | 371 | 1,009 | 1,033 | |||||||||||||||||||||||||||||||||||||
| Average selling price per ton | ||||||||||||||||||||||||||||||||||||||||||||
| Raw materials | $ | 809 | $ | 956 | $ | 874 | $ | 866 | $ | 970 | $ | 875 | $ | 877 | ||||||||||||||||||||||||||||||
| Steel products | 859 | 814 | 812 | 843 | 891 | 829 | 896 | |||||||||||||||||||||||||||||||||||||
| Downstream products | 1,212 | 1,221 | 1,259 | 1,311 | 1,330 | 1,231 | 1,358 | |||||||||||||||||||||||||||||||||||||
| Cost of raw materials per ton | $ | 617 | $ | 713 | $ | 677 | $ | 664 | $ | 717 | $ | 665 | $ | 651 | ||||||||||||||||||||||||||||||
| Cost of ferrous scrap utilized per ton | $ | 360 | $ | 338 | $ | 323 | $ | 321 | $ | 353 | $ | 340 | $ | 358 | ||||||||||||||||||||||||||||||
| Steel products metal margin per ton | $ | 499 | $ | 476 | $ | 489 | $ | 522 | $ | 538 | $ | 489 | $ | 538 | ||||||||||||||||||||||||||||||
| Europe Steel Group | ||||||||||||||||||||||||||||||||||||||||||||
| Net sales to external customers | $ | 247,590 | $ | 198,029 | $ | 209,407 | $ | 222,085 | $ | 208,806 | $ | 655,026 | $ | 626,481 | ||||||||||||||||||||||||||||||
| Adjusted EBITDA | 3,593 | 752 | 25,839 | (3,622) | (4,192) | 30,184 | 26,139 | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 1.5% | 0.4% | 12.3% | (1.6)% | (2.0)% | 4.6% | 4.2% | |||||||||||||||||||||||||||||||||||||
| External tons shipped | ||||||||||||||||||||||||||||||||||||||||||||
| Rebar | 88 | 100 | 107 | 98 | 80 | 295 | 266 | |||||||||||||||||||||||||||||||||||||
| Merchant bar and other | 271 | 210 | 206 | 221 | 217 | 687 | 649 | |||||||||||||||||||||||||||||||||||||
| Steel products | 359 | 310 | 313 | 319 | 297 | 982 | 915 | |||||||||||||||||||||||||||||||||||||
| Average selling price per ton | ||||||||||||||||||||||||||||||||||||||||||||
| Steel products | $ | 663 | $ | 612 | $ | 639 | $ | 667 | $ | 681 | $ | 639 | $ | 661 | ||||||||||||||||||||||||||||||
| Cost of ferrous scrap utilized per ton | $ | 370 | $ | 337 | $ | 370 | $ | 383 | $ | 389 | $ | 360 | $ | 383 | ||||||||||||||||||||||||||||||
| Steel products metal margin per ton | $ | 293 | $ | 275 | $ | 269 | $ | 284 | $ | 292 | $ | 279 | $ | 278 | ||||||||||||||||||||||||||||||
| Emerging Businesses Group | ||||||||||||||||||||||||||||||||||||||||||||
| Net sales to external customers | $ | 197,454 | $ | 158,864 | $ | 169,415 | $ | 195,571 | $ | 188,593 | $ | 525,733 | $ | 521,826 | ||||||||||||||||||||||||||||||
| Adjusted EBITDA | 40,912 | 23,519 | 22,660 | 42,519 | 38,220 | 87,091 | 87,011 | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 20.7% | 14.8% | 13.4% | 21.7% | 20.3% | 16.6% | 16.7% | |||||||||||||||||||||||||||||||||||||
(CMC Third Quarter Fiscal 2025 - 7)
| COMMERCIAL METALS COMPANY AND SUBSIDIARIES BUSINESS SEGMENTS (UNAUDITED) | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 5/31/2025 | 2/28/2025 | 11/30/2024 | 8/31/2024 | 5/31/2024 | 5/31/2025 | 5/31/2024 | |||||||||||||||||||||||||||||||||||||
| Net sales to external customers | ||||||||||||||||||||||||||||||||||||||||||||
| North America Steel Group | $ | 1,562,286 | $ | 1,386,848 | $ | 1,518,637 | $ | 1,559,520 | $ | 1,671,358 | $ | 4,467,771 | $ | 4,750,210 | ||||||||||||||||||||||||||||||
| Europe Steel Group | 247,590 | 198,029 | 209,407 | 222,085 | 208,806 | 655,026 | 626,481 | |||||||||||||||||||||||||||||||||||||
| Emerging Businesses Group | 197,454 | 158,864 | 169,415 | 195,571 | 188,593 | 525,733 | 521,826 | |||||||||||||||||||||||||||||||||||||
| Corporate and Other | 12,654 | 10,635 | 12,143 | 18,973 | 9,728 | 35,432 | 31,306 | |||||||||||||||||||||||||||||||||||||
| Total net sales to external customers | $ | 2,019,984 | $ | 1,754,376 | $ | 1,909,602 | $ | 1,996,149 | $ | 2,078,485 | $ | 5,683,962 | $ | 5,929,823 | ||||||||||||||||||||||||||||||
| Adjusted EBITDA | ||||||||||||||||||||||||||||||||||||||||||||
| North America Steel Group | $ | 185,984 | $ | 128,818 | $ | 188,205 | $ | 210,932 | $ | 246,304 | $ | 503,007 | $ | 735,418 | ||||||||||||||||||||||||||||||
| Europe Steel Group | 3,593 | 752 | 25,839 | (3,622) | (4,192) | 30,184 | 26,139 | |||||||||||||||||||||||||||||||||||||
| Emerging Businesses Group | 40,912 | 23,519 | 22,660 | 42,519 | 38,220 | 87,091 | 87,011 | |||||||||||||||||||||||||||||||||||||
| Corporate and Other | (36,952) | (34,852) | (386,245) | (25,189) | (37,070) | (458,049) | (102,569) | |||||||||||||||||||||||||||||||||||||
| Total adjusted EBITDA | $ | 193,537 | $ | 118,237 | $ | (149,541) | $ | 224,640 | $ | 243,262 | $ | 162,233 | $ | 745,999 | ||||||||||||||||||||||||||||||
(CMC Third Quarter Fiscal 2025 - 8)
COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) (UNAUDITED) | ||||||||||||||||||||||||||
| Three Months Ended May 31, | Nine Months Ended May 31, | |||||||||||||||||||||||||
| (in thousands, except share and per share data) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net sales | $ | 2,019,984 | $ | 2,078,485 | $ | 5,683,962 | $ | 5,929,823 | ||||||||||||||||||
| Costs and operating expenses: | ||||||||||||||||||||||||||
| Cost of goods sold | 1,720,063 | 1,738,086 | 4,856,614 | 4,894,200 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 175,769 | 167,975 | 521,187 | 497,951 | ||||||||||||||||||||||
| Interest expense | 10,864 | 12,117 | 33,353 | 35,751 | ||||||||||||||||||||||
| Litigation expense | 3,776 | — | 358,496 | — | ||||||||||||||||||||||
| Net costs and operating expenses | 1,910,472 | 1,918,178 | 5,769,650 | 5,427,902 | ||||||||||||||||||||||
| Earnings (loss) before income taxes | 109,512 | 160,307 | (85,688) | 501,921 | ||||||||||||||||||||||
| Income tax expense (benefit) | 26,386 | 40,867 | (18,569) | 120,361 | ||||||||||||||||||||||
| Net earnings (loss) | $ | 83,126 | $ | 119,440 | $ | (67,119) | $ | 381,560 | ||||||||||||||||||
| Earnings (loss) per share: | ||||||||||||||||||||||||||
| Basic | $ | 0.74 | $ | 1.03 | $ | (0.59) | $ | 3.28 | ||||||||||||||||||
| Diluted | 0.73 | 1.02 | (0.59) | 3.25 | ||||||||||||||||||||||
| Cash dividends per share | $ | 0.18 | $ | 0.18 | $ | 0.54 | $ | 0.50 | ||||||||||||||||||
| Average basic shares outstanding | 112,700,136 | 115,529,942 | 113,437,950 | 116,228,826 | ||||||||||||||||||||||
| Average diluted shares outstanding | 113,559,456 | 116,664,885 | 113,437,950 | 117,583,055 | ||||||||||||||||||||||
(CMC Third Quarter Fiscal 2025 - 9)
COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) | ||||||||||||||
| (in thousands, except share and per share data) | May 31, 2025 | August 31, 2024 | ||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 892,998 | $ | 857,922 | ||||||||||
Accounts receivable (less allowance for doubtful accounts of $3,839 and $3,494) | 1,155,995 | 1,158,946 | ||||||||||||
| Inventories, net | 1,005,290 | 971,755 | ||||||||||||
| Prepaid and other current assets | 303,222 | 285,489 | ||||||||||||
| Assets held for sale | 1,204 | 18,656 | ||||||||||||
| Total current assets | 3,358,709 | 3,292,768 | ||||||||||||
| Property, plant and equipment, net | 2,690,050 | 2,577,136 | ||||||||||||
| Intangible assets, net | 216,464 | 234,869 | ||||||||||||
| Goodwill | 386,544 | 385,630 | ||||||||||||
| Other noncurrent assets | 342,056 | 327,436 | ||||||||||||
| Total assets | $ | 6,993,823 | $ | 6,817,839 | ||||||||||
| Liabilities and stockholders' equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 363,980 | $ | 350,550 | ||||||||||
| Accrued contingent litigation-related loss | 358,496 | — | ||||||||||||
| Other accrued expenses and payables | 411,546 | 445,514 | ||||||||||||
| Current maturities of long-term debt | 41,394 | 38,786 | ||||||||||||
| Total current liabilities | 1,175,416 | 834,850 | ||||||||||||
| Deferred income taxes | 186,643 | 276,908 | ||||||||||||
| Other noncurrent liabilities | 231,167 | 255,222 | ||||||||||||
| Long-term debt | 1,302,835 | 1,150,835 | ||||||||||||
| Total liabilities | 2,896,061 | 2,517,815 | ||||||||||||
| Stockholders' equity: | ||||||||||||||
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 112,159,119 and 114,104,057 shares | 1,290 | 1,290 | ||||||||||||
| Additional paid-in capital | 400,897 | 407,232 | ||||||||||||
| Accumulated other comprehensive loss | (33,538) | (85,952) | ||||||||||||
| Retained earnings | 4,375,466 | 4,503,885 | ||||||||||||
Less treasury stock, 16,901,545 and 14,956,607 shares at cost | (646,613) | (526,679) | ||||||||||||
| Stockholders' equity | 4,097,502 | 4,299,776 | ||||||||||||
| Stockholders' equity attributable to non-controlling interests | 260 | 248 | ||||||||||||
| Total stockholders' equity | 4,097,762 | 4,300,024 | ||||||||||||
| Total liabilities and stockholders' equity | $ | 6,993,823 | $ | 6,817,839 | ||||||||||
(CMC Third Quarter Fiscal 2025 - 10)
COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||||||||||||
| Nine Months Ended May 31, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Cash flows from (used by) operating activities: | ||||||||||||||
| Net earnings (loss) | $ | (67,119) | $ | 381,560 | ||||||||||
Adjustments to reconcile net earnings (loss) to net cash flows from operating activities: | ||||||||||||||
| Depreciation and amortization | 213,397 | 208,177 | ||||||||||||
| Stock-based compensation | 27,816 | 35,893 | ||||||||||||
| Write-down of inventory | 20,665 | 6,586 | ||||||||||||
| Deferred income taxes and other long-term taxes | (94,217) | (4,066) | ||||||||||||
| Litigation expense | 358,496 | — | ||||||||||||
| Settlement of New Markets Tax Credit transaction | (2,786) | — | ||||||||||||
| Asset impairments | 1,171 | 150 | ||||||||||||
| Other | 3,384 | 3,534 | ||||||||||||
| Changes in operating assets and liabilities | (60,942) | (83,943) | ||||||||||||
Net cash flows from operating activities | 399,865 | 547,891 | ||||||||||||
| Cash flows from (used by) investing activities: | ||||||||||||||
| Capital expenditures | (293,904) | (242,803) | ||||||||||||
| Proceeds from government assistance related to property, plant and equipment | 25,000 | — | ||||||||||||
| Proceeds from the sale of property, plant and equipment | 5,439 | — | ||||||||||||
| Other | 844 | 1,856 | ||||||||||||
Net cash flows used by investing activities | (262,621) | (240,947) | ||||||||||||
| Cash flows from (used by) financing activities: | ||||||||||||||
| Proceeds from issuance of long-term debt, net | 147,724 | — | ||||||||||||
| Repayments of long-term debt | (30,403) | (27,484) | ||||||||||||
| Debt issuance costs | (606) | — | ||||||||||||
| Proceeds from accounts receivable facilities | 29,758 | 142,015 | ||||||||||||
| Repayments under accounts receivable facilities | (29,758) | (122,284) | ||||||||||||
| Treasury stock acquired | (148,854) | (128,164) | ||||||||||||
| Tax withholdings related to share settlements, net of purchase plans | (9,551) | (8,563) | ||||||||||||
| Dividends | (61,300) | (58,189) | ||||||||||||
| Contribution from non-controlling interest | 12 | 7 | ||||||||||||
Net cash flows used by financing activities | (102,978) | (202,662) | ||||||||||||
| Effect of exchange rate changes on cash | 1,307 | 511 | ||||||||||||
Increase in cash, restricted cash, and cash equivalents | 35,573 | 104,793 | ||||||||||||
| Cash, restricted cash and cash equivalents at beginning of period | 859,555 | 595,717 | ||||||||||||
| Cash, restricted cash and cash equivalents at end of period | $ | 895,128 | $ | 700,510 | ||||||||||
| Supplemental information: | ||||||||||||||
| Cash paid for income taxes | $ | 95,976 | $ | 131,229 | ||||||||||
| Cash paid for interest | 37,190 | 35,604 | ||||||||||||
| Cash and cash equivalents | $ | 892,998 | $ | 698,338 | ||||||||||
| Restricted cash | 2,130 | 2,172 | ||||||||||||
| Total cash, restricted cash and cash equivalents | $ | 895,128 | $ | 700,510 | ||||||||||
(CMC Third Quarter Fiscal 2025 - 11)
COMMERCIAL METALS COMPANY
NON-GAAP FINANCIAL MEASURES (UNAUDITED)
This press release contains financial measures not derived in accordance with U.S. generally accepted accounting principles ("GAAP"). Reconciliations to the most comparable GAAP measure are provided below.
Adjusted EBITDA, core EBITDA, 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.
Non-GAAP financial measures should be viewed in addition to, and not as alternatives for, the most directly comparable measures derived in accordance with GAAP and may not be comparable to similar measures presented by other companies. However, we believe that the non-GAAP financial measures provide relevant and useful information to management, investors, analysts, creditors and other interested parties in our industry as they allow: (i) comparison of our earnings to those of our competitors; (ii) a supplemental measure of our underlying business operational performance; and (iii) the assessment of period-to-period performance trends. Management uses non-GAAP financial measures to evaluate financial performance and set target benchmarks for annual and long-term cash incentive performance plans.
A reconciliation of net earnings (loss) to adjusted EBITDA and core EBITDA is provided below:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 5/31/2025 | 2/28/2025 | 11/30/2024 | 8/31/2024 | 5/31/2024 | 5/31/2025 | 5/31/2024 | |||||||||||||||||||||||||||||||||||||
| Net earnings (loss) | $ | 83,126 | $ | 25,473 | $ | (175,718) | $ | 103,931 | $ | 119,440 | $ | (67,119) | $ | 381,560 | ||||||||||||||||||||||||||||||
| Interest expense | 10,864 | 11,167 | 11,322 | 12,142 | 12,117 | 33,353 | 35,751 | |||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 26,386 | 10,627 | (55,582) | 29,819 | 40,867 | (18,569) | 120,361 | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 72,376 | 70,584 | 70,437 | 72,190 | 70,692 | 213,397 | 208,177 | |||||||||||||||||||||||||||||||||||||
| Asset impairments | 785 | 386 | — | 6,558 | 146 | 1,171 | 150 | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 193,537 | 118,237 | (149,541) | 224,640 | 243,262 | 162,233 | 745,999 | |||||||||||||||||||||||||||||||||||||
| Non-cash equity compensation | 9,546 | 8,038 | 10,232 | 9,173 | 12,846 | 27,816 | 35,893 | |||||||||||||||||||||||||||||||||||||
| Settlement of New Markets Tax Credit transactions | (2,786) | — | — | (6,748) | — | (2,786) | — | |||||||||||||||||||||||||||||||||||||
| Litigation expense | 3,776 | 4,720 | 350,000 | — | — | 358,496 | — | |||||||||||||||||||||||||||||||||||||
| Core EBITDA | $ | 204,073 | $ | 130,995 | $ | 210,691 | $ | 227,065 | $ | 256,108 | $ | 545,759 | $ | 781,892 | ||||||||||||||||||||||||||||||
| Net sales | $ | 2,019,984 | $ | 1,754,376 | $ | 1,909,602 | $ | 1,996,149 | $ | 2,078,485 | $ | 5,683,962 | $ | 5,929,823 | ||||||||||||||||||||||||||||||
| Core EBITDA margin | 10.1% | 7.5% | 11.0% | 11.4% | 12.3% | 9.6% | 13.2% | |||||||||||||||||||||||||||||||||||||
(CMC Third Quarter Fiscal 2025 - 12)
A reconciliation of net earnings (loss) to adjusted earnings is provided below:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share data) | 5/31/2025 | 2/28/2025 | 11/30/2024 | 8/31/2024 | 5/31/2024 | 5/31/2025 | 5/31/2024 | |||||||||||||||||||||||||||||||||||||
| Net earnings (loss) | $ | 83,126 | $ | 25,473 | $ | (175,718) | $ | 103,931 | $ | 119,440 | $ | (67,119) | $ | 381,560 | ||||||||||||||||||||||||||||||
| Asset impairments | 785 | 386 | — | 6,558 | 146 | 1,171 | 150 | |||||||||||||||||||||||||||||||||||||
| Settlement of New Markets Tax Credit transactions | (2,786) | — | — | (6,748) | — | (2,786) | — | |||||||||||||||||||||||||||||||||||||
| Litigation expense | 3,776 | 4,720 | 350,000 | — | — | 358,496 | — | |||||||||||||||||||||||||||||||||||||
| Total adjustments (pre-tax) | $ | 1,775 | $ | 5,106 | $ | 350,000 | $ | (190) | $ | 146 | $ | 356,881 | $ | 150 | ||||||||||||||||||||||||||||||
| Related tax effects on adjustments | (505) | (1,237) | (85,750) | 40 | (31) | (87,492) | (32) | |||||||||||||||||||||||||||||||||||||
| Adjusted earnings | $ | 84,396 | $ | 29,342 | $ | 88,532 | $ | 103,781 | $ | 119,555 | $ | 202,270 | $ | 381,678 | ||||||||||||||||||||||||||||||
| Net earnings (loss) per diluted share | $ | 0.73 | $ | 0.22 | $ | (1.54) | $ | 0.90 | $ | 1.02 | $ | (0.59) | $ | 3.25 | ||||||||||||||||||||||||||||||
| Adjusted earnings per diluted share | $ | 0.74 | $ | 0.26 | $ | 0.78 | $ | 0.90 | $ | 1.02 | $ | 1.78 | $ | 3.25 | ||||||||||||||||||||||||||||||
Media Contact:
Susan Gerber
(214) 689-4300
Document 1
Q3 FY 2025 Supplemental Slides
2Q3 FY25 Supplemental Slides June 23, 2025 This presentation contains forward-looking statements within the meaning of the federal securities laws with respect to general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and 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. Additional factors include 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, anticipated benefits and the timeline for execution of our growth plan and initiatives 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 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. Forward-Looking Statements
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; 2/32 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 Q3 FY25 Supplemental Slides June 23, 2025 Demonstrated opportunity in our Transform, Advance, Grow ("TAG") program, with more to come High return organic growth projects in pipeline Evaluating 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 April 30, 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
4Q3 FY25 Supplemental Slides June 23, 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. Key Takeaways From Today’s Call Executing on strategy to meaningfully enhance CMC’s financial profile Exceeding targeted level of benefits from the TAG program, with substantial expected upside through continued effort across initiatives Progress on other strategic efforts well underway North American segment results improved sequentially during the quarter; steel product margins inflected upward Profitability of Emerging Businesses Group rebounded sequentially; up year-over-year Europe Steel Group exceeded breakeven performance during the quarter; green shoots continue to emerge Continued strong financial position with solid balance sheet and cash flow profile providing capital allocation flexibility $83.1M Q3 Net Earnings $84.4M Q3 Adjusted Earnings1 $204.1M Q3 Core EBITDA1 10.1% Q3 Core EBITDA Margin1 6.5% Last 12 Months ROIC1 $50.4M Q3 Share Repurchases
5 Running and Growing a Great Business Q3 FY25 Supplemental Slides June 23, 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 & 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 Update on Transform, Advance, Grow (TAG) Program The enterprise-wide, transformational, capital-light TAG program aims to drive improved ROIC as well as higher through-the-cycle margins, earnings, and cash flows. 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 • 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 Trending toward $50M of estimated EBITDA benefit in FY 20251,2 >25 initiatives in execution phase • Anticipate providing more detailed guidance regarding TAG in the future • Substantial opportunities still ahead >$100M in run-rate annualized EBITDA benefit from initiatives now being executed1,2 [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.
7 • Elimination of Section 232 tariff exemptions and rate increase (to 50%) has restricted level of imports reaching U.S. • Earlier this month, domestic rebar producers filed a trade case against Algeria, Bulgaria, Egypt, and Vietnam Mexico & Canada Other Imports Domestic Suppliers Trade Case Nations1 Other Imports Domestic Suppliers Tariffs Impact Multiple Areas of CMC’s Business Near-term impact • Overall, CMC’s bid and contract award levels have maintained backlog volumes • Increased uncertainty related to future costs of projects and material availability • Some projects not under contract have been delayed Longer-term expected impact • Tariffs and associated negotiations are intended to boost U.S. manufacturing • Policy environment favoring U.S. manufacturing should lead to increased investment in industrial capacity Operating costs • CMC sources primarily from domestic suppliers • Impact concentrated in a handful of cost categories with low risk of outages • Cost impact should be modest based on current tariff levels, potential to decline further Capital costs • Major equipment for large organic projects has already arrived, greatly reducing exposure to tariff impact Supply Into CMC’s Markets Demand In CMC’s Markets Operating and Capital Costs 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 Area of Impact Q3 FY25 Supplemental Slides June 23, 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
8 North American Market Conditions Q3 FY25 Supplemental Slides June 23, 2025 [1] Source: American Road and Transportation Builders Association [2] Source: Whitehouse.gov [3] Per Concrete Reinforcing Steel Institute 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 downstream backlog volumes unchanged vs. prior year; bid volumes healthy • Dodge Momentum Index (DMI) remains near all-time highs, indicating robust project pipeline • Rebar consumption expected to be supported by strong public sector construction spending Forecasted growth in transportation construction spending per ARTBA1 (from CY 2024 to CY 2025) ~40% Of rebar is consumed by public sector projects3 • 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 • $1.6 trillion2 of corporate investment programs announced to date in 2025; commencement of related mega projects could be a meaningful catalyst for rebar consumption and margins Manufacturing Artificial Intelligence Shipping and Logistics Energy $1.6T in announced investment from 34 companies Announced Investments2 Computing Healthcare Industrial Food products Automotive Announced Manufacturing Investments2 $1.1T in announced manufacturing investment from 28 companies +8%
9 EBG is Delivering Strong Results Q3 FY25 Supplemental Slides June 23, 2025 $130M adjusted EBITDA 18.0% 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 L12M Results Relative to more mature steel markets, EBG should provide higher, more defensible margins, higher growth rate, lower capital intensity [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
10Q3 FY25 Supplemental Slides June 23, 2025 Demand Factors Recent Market Developments • Increased inflows of EU funds, increasing 8.9% in CY 2025 from CY 2024 − 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 expected to accelerate in CY 2025 and CY 2026 • German proposal to enact €500 billion stimulus package to fund infrastructure and defense investment Supply Factors • Potential trade policy improvements including enhanced safeguard measures and “melt and pour” requirements to more stringently limit import flows from outside the EU • Some regional capacity temporarily idled Green Shoots Appearing for Our Europe Steel Group Market conditions have improved modestly in recent quarters. Emerging green shoots point to further strengthening ahead.
11 • Consolidated financial results in the fourth quarter are anticipated to improve from the third quarter level • North America Steel Group finished steel shipments should follow typical seasonal patterns in the fourth 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 on both a sequential and year-over-year basis • Adjusted EBITDA for our Europe Steel Group should increase sequentially as we recognize a portion of our calendar year 2024 CO2 credit and continue to benefit from improved market fundamentals and extensive cost management efforts • Demand for long steel products in North America remained resilient − Finished steel shipments increased 1.6% y/y • North America Steel Group steel product margin inflected upward during the quarter − Steel product metal margin declined $39 per ton from the prior year period, but was up $23 per ton from the second quarter − Exited the third quarter above the $499 per ton average for the period • Downstream product margins over scrap1 remained well above historical levels, but decreased $77 per ton from the prior year period • Successful execution of several TAG initiatives contributed positively during the quarter compared to the prior year period • Emerging Businesses Group net sales were up 4.7% y/y while adjusted EBITDA increased by 7.0% − Earnings improvement driven largely by strong shipments and a high margin sales mix within CMC’s Performance Reinforcing Steel business − Adjusted EBITDA of Tensar was down modestly from a year ago due to project delays; Construction Services and Impact Metals were little changed • Market conditions for the Europe Steel Group continued to improve − Steel product margins over scrap cost increased by $18 per ton from the sequential quarter; steel pricing exited the third quarter ~$70 / ton above the December low − Shipments up by 20.9% 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 4 20 25 ) Q3 Operational Update [1] Downstream Product Margin Over Scrap equals Average Selling Price minus cost of ferrous scrap utilized during the prior quarter Q3 FY25 Supplemental Slides June 23, 2025
12 256 204 (60) 8 3 0 (3) 0 50 100 150 200 250 300 Q3 2024 NA Steel Group EBITDA Europe Steel Group EBITDA Emerging Businesses Group EBITDA Corp & Eliminations Other Non- Op Items Q3 2025 Q3 Consolidated Operating Results Q3 ’24 Q4 ’24 Q1 ’25 Q2 ’25 Q3 ’25 External Finished Steel Tons Shipped1 1,432 1,439 1,459 1,354 1,512 Core EBITDA2 $256,108 $227,065 $210,691 $130,995 $204,073 Core EBITDA per Ton of Finished Steel Shipped2 $179 $158 $144 $97 $135 Core EBITDA Margin2 12.3% 11.4% 11.0% 7.5% 10.1% Net Earnings $119,440 $103,931 ($175,718) $25,473 $83,126 Adjusted Earnings2 $119,555 $103,781 $88,532 $29,342 $84,396 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 • Recognized $2.8 million credit for settlement of New Markets Tax Credit transactions 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 – Q3 2024 to Q3 2025 $ Millions Q3 FY25 Supplemental Slides June 23, 2025
13 217 188 164 123 161 951 958 938 898 874 538 522 489 476 499 0 50 100 150 200 250 0 200 400 600 800 1,000 1,200 Q3 '24 Q4 '24 Q1 '25 Q2 '25 Q3 '25 Adjusted EBITDA per Ton of Finished Steel Shipped Downstream Product Margin Over Scrap (1 Qtr Lag) Steel Product Margin Over Scrap Q3 North America Steel Group Q3 ’24 Q4 ’24 Q1 ’25 Q2 ’25 Q3 ’25 External Finished Steel Tons Shipped1 1,135 1,120 1,146 1,044 1,153 Adjusted EBITDA $246,304 $210,932 $188,205 $128,818 $185,984 Adjusted EBITDA per Ton of Finished Steel Shipped $217 $188 $164 $123 $161 Adjusted EBITDA Margin 14.7% 13.5% 12.4% 9.3% 11.9% Performance Summary Units in 000’s except per ton amounts and margin • Decline in steel product margins over scrap cost ($39 per ton on a y/y basis) • Downstream product margins2 over scrap cost remained well above historical levels, but declined by approximately $77 per ton from a year ago • TAG related benefits contributed positively relative to the prior year • Additional costs were incurred related to unscheduled downtime at a handful of facilities [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 Q3 FY25 Supplemental Slides June 23, 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 Q3 2025 vs Q3 2024
14 189 197 (0.3%) 2.8% 0.3% 0.4% 1.5% 100 120 140 160 180 200 220 Q3 2024 Geogrids & Geopiers Construction Services Impact Metals Performance Reinforcing Steel Anchoring Systems Q3 2025 Key Performance Drivers Q3 2025 vs Q3 2024 Q3 Emerging Businesses Group Q3 ’24 Q4 ’24 Q1 ’25 Q2 ’25 Q3 ’25 Net sales to external customers $188,593 $195,571 $169,415 $158,864 $197,454 Adjusted EBITDA $38,220 $42,519 $22,660 $23,519 $40,912 Adjusted EBITDA Margin 20.3% 21.7% 13.4% 14.8% 20.7% Performance Summary Units in 000’s except margin • Strong financial results within Performance Reinforcing Steel on robust project shipments and higher margin sales mix • Profitability of Tensar division declined modestly due to delays in certain projects • Healthy activity levels and stable adjusted EBITDA within CMC Construction Services division • Impact Metals results were largely unchanged from a year ago, a sign of emerging stability following several quarters of y/y declines. Key truck and trailer market appears to be past the trough Contribution to Net Sales Change – Q3 2024 to Q3 2025 Quarterly net sales figures in $ million, contribution to net sales changes provided in percentages Q3 FY25 Supplemental Slides June 23, 2025 Net sales up 4.7% Directional Change in Underlying Margin Performance
15 292 284 269 275 293 (14) (11) 83 2 10 (50) 0 50 100 150 200 250 300 350 Q3 '24 Q4 '24 Q1 '25 Q2 '25 Q3 '25 Steel Products Margin Over Scrap Adjusted EBITDA per Ton Q3 Europe Steel Group Q3 ’24 Q4 ’24 Q1 ’25 Q2 ’25 Q3 ’25 External Finished Steel Tons Shipped1 297 319 313 310 359 Adjusted EBITDA ($4,192) ($3,622) $25,839 $752 $3,593 Adjusted EBITDA per Ton of Finished Steel Shipped ($14) ($11) $83 $2 $10 Adjusted EBITDA Margin (2.0%) (1.6%) 12.3% 0.4% 1.5% • Metal margin was the highest since Q3 FY 2023 and up modestly from the prior year • Strong cost performance continued to benefit earnings − Achieved y/y improvements within most cost categories • Shipment volumes increased 20.9% from the prior year period − Supported by improving demand and reduced import incursions [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 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 Q3 FY25 Supplemental Slides June 23, 2025 Performance Summary Units in 000’s except per ton amounts and margin Key Performance Drivers Q3 2025 vs Q3 2024 Europe Steel Group – Key Margins $ / ton 3
16 • Capital expenditures of $293.9 million through first nine months of FY 2025 • FY 2025 capex expected in a range of $425 million to $475 million • Steel West Virginia will complete CMC’s low-cost and flexible mill network. No further new mill investments expected in the foreseeable future • Future organic growth will focus on high return opportunities to expand CMC’s production of proprietary early- stage construction solutions Disciplined Capital Allocation Strategy CMC will prudently allocate capital while maintaining a strong and flexible balance sheet Q3 FY25 Supplemental Slides June 23, 2025 [1] Defined as dividend payments divided by net earnings 2 31 Value-Generating Growth Shareholder Distributions Debt ManagementCMC Capital Allocation Priorities: Capital Expenditures Acquisitions Share Repurchases Dividends • No acquisitions in FY 2024 or YTD FY 2025 • Acquisitions totaling $235 million completed in FY 2023 • Targeting opportunities to: − Meaningfully extend CMC’s growth runway − Expand commercial portfolio of early-stage construction solutions − Add operational capabilities and strengthen existing business • Disciplined approach to valuation • $254.9 million remaining under current authorization (as of May 31, 2025) − Most recent authorization occurred in January 2024 ($500 million) • Repurchased 1.1 million shares during the third quarter valued at $50.4 million • Repurchased $203.6 million during the last 12 months (ended May 31), up 39% compared to the corresponding prior year period, and equivalent to 3.5% of shares outstanding on May 31, 2024 • Increased quarterly dividend per share to $0.18 in March 2024 • Quarterly dividend per share has increased by 50% since October 2021 • Fiscal 2024 payout ratio1 of 16% • CMC has paid 243 consecutive quarterly dividends Focus on Growth Targeting value accretive growth that strategically strengthens our business Competitive Cash Distributions Goal is to provide an attractive rate of cash distributions to our shareholders
17 Framework for Prudent Inorganic Growth • Establish platform to meaningfully extend growth runway in the $150 billion1 early-stage construction market • Increase CMC’s customer value proposition • Leverage commercial synergies across CMC’s portfolio • Enhance key company financial metrics over long-term (EBITDA margins, free cash flow conversion, ROIC, etc.) Strategic Goals Site Planning Earthworks Dry Utilities Wastewater / Stormwater Foundation Structure Geogrid Construction Services Geopier Rebar Performance Reinforcing Steel Cable MBQ CMC’s Current Participation in Early-Stage Construction Phases Seeking to add capabilities that complement existing portfolio Site Prep Utility Infrastructure Foundation / Structures Q3 FY25 Supplemental Slides June 23, 2025 Spectrum of Early-Stage Activities [1] Company estimate based on revenue data from 2022 Economic Census for in-scope products and services
18 Framework for Prudent Inorganic Growth Cont’d Target Assets: • EBITDA margins above 20% and less volatile than current CMC levels • Free cash flow conversion above current CMC levels driven by lower capital intensity of new investment • Solid underlying organic growth rate driven by increasing market penetration potential, good geographical exposure, and exposure to powerful structural trends CMC: • CMC net debt to EBITDA ratio maintained below 2.0x Targeted Financial Metrics • Attractively positioned within $150 billion1 early-stage construction sector • Market leader – product or geography • $500 million to $750 million targeted transaction value − Appropriately sized from a financial, integration, and risk perspective • Foundation investment for scalable business platform • Targeting significant geographical overlap with existing CMC operations • Exposure to powerful structural trends Target Asset / Transaction Characteristics Q3 FY25 Supplemental Slides June 23, 2025 [1] Company estimate based on revenue data from 2022 Economic Census for in-scope products and services
© CMC Appendix
20 2023 2024 20252023 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 Emerging Businesses Group Total Recordable Incident Rate by Segment Q3 FY25 Supplemental Slides June 23, 2025 Continual improvement has resulted from our concentrated focus on safety and culture We achieved world-class performance across our operational footprint during the first three quarters of FY 2025
21 $77 $158 $599 $893 $3 00 $3 00 $3 00 $1 45 $6 00 $1 50 2025 2026 2027 2028 2029 2030 2031 2032 2047 Financial Strength [1] 2047 tax-exempt bonds were priced to yield 3.5%; coupon rate is 4.0%; 2032 tax-exempt bonds mature in 2055, but have a mandatory tender for purchase requirement in May 2032 [2] Net Debt is defined as total debt less cash & cash equivalents. Total debt is defined as long-term debt plus current maturities of long-term debt and short-term borrowings. Adjusted EBITDA used in this calculation excludes impact of litigation expense related to PSG lawsuit. [3] This is a target that CMC intends to remain below following the execution of an acquisition, or series of acquisitions [4] Net debt-to-capitalization is defined as net debt on CMC's balance sheet divided by the sum of total debt and stockholders' equity. For a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures, see the appendix to this document. Revolver Poland Credit Facilities (US$ 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 Q3 FY’25 Liquidity (US$ in millions) 4.375% Notes 4.0% Bond1 Poland Accounts Receivable Facility <1.0x Net debt to adjusted EBITDA (L12M)2 <2.0x Maximum net debt to adjusted EBITDA to execute an acquisition3 <10% Net debt to capitalization (Q3 FY 2025)4 Total liquidity of over $1.7 billion 4.625% Bond1
22Q3 FY25 Supplemental Slides │ June 23, 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 Q3 FY25 Supplemental Slides June 23, 2025 Adjusted EBITDA, Core EBITDA, and Core EBITDA margins – Last 5 Quarters
25 [1] See page 30 for definitions of non-GAAP measures Q3 FY25 Supplemental Slides June 23, 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 Q3 FY25 Supplemental Slides June 23, 2025 Return on Invested Capital
27Q3 FY25 Supplemental Slides June 23, 2025 Emerging Businesses Group Adjusted Segment EBITDA % of Total Segment EBITDA 12 MONTHS ENDED figures in thousand $ 5/31/2025 5/31/2025 2/28/2025 11/30/2024 8/31/2024 North America Steel Group $713,939 $185,984 $128,818 $188,205 $210,932 Emerging Businesses Group 129,610 40,912 23,519 22,660 42,519 Europe Steel Group 26,562 3,593 752 25,839 (3,622) Total of Operating Segments 870,111 230,489 153,089 236,704 249,829 Emerging Businesses % of Total 15% 3 MONTHS ENDED
28 [1] See page 30 for definitions of non-GAAP measures Q3 FY25 Supplemental Slides June 23, 2025 Discretionary Cash Flows
29 [1] See page 30 for definitions of non-GAAP measures Q3 FY25 Supplemental Slides June 23, 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. 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, and amortization of acquired unfavorable contract backlog. 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, and amortization of acquired unfavorable contract backlog. 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. 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. 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. In prior periods, the Company included within the definition of core EBITDA, core EBITDA margin, adjusted earnings and adjusted earnings per diluted share an adjustment for “Mill operational commissioning costs” related to the Company's third micro mill, which was placed into service during the fourth quarter of fiscal 2023. Periods commencing subsequent to February 29, 2024 no longer include an adjustment for mill operational commissioning costs. Accordingly, the Company has recast core EBITDA, core EBITDA margin, adjusted earnings and adjusted earnings per diluted share for all prior periods to conform to this presentation. Q3 FY25 Supplemental Slides June 23, 2025 Definitions for non-GAAP financial measures
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