cmc-20210111
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 11, 2021
Commercial Metals Company
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-430475-0725338
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.01 par valueCMCNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

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


Item 2.02 Results of Operations and Financial Condition.

On January 11, 2021, Commercial Metals Company (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal year 2021. A copy of the press release is attached hereto as Exhibit 99.1. The press release is incorporated by reference into this Item 2.02, and the foregoing description of the press release is qualified in its entirety by reference to Exhibit 99.1.

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

Item 7.01 Regulation FD Disclosure.

On January 11, 2021, the Company made available on its website a financial presentation regarding its financial results for the first quarter of fiscal year 2021. A copy of the financial presentation is attached hereto as Exhibit 99.2. The financial presentation is incorporated by reference into this Item 7.01, and the foregoing description of the financial presentation is qualified in its entirety by reference to Exhibit 99.2.

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



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



SIGNATURES

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


 
COMMERCIAL METALS COMPANY
  
Date: January 11, 2021 By: /s/ Paul J. Lawrence
 Name: Paul J. Lawrence
  Title: Vice President and Chief Financial Officer
 






Exhibit No. 99.1

News Release    image0a431.jpg


COMMERCIAL METALS COMPANY REPORTS FIRST QUARTER FISCAL 2021 RESULTS

•First quarter Earnings from Continuing Operations of $63.9 million, or $0.53 per share
•Adjusted Earnings from Continuing Operations of $69.8 million, or $0.58 per share
•Core EBITDA of $156.6 million; achieved lowest mill conversion cost per ton in last two years
•Shipment volumes of finished steel products across North America and Europe increased 4% from prior year despite ongoing pandemic
•Continued progress on strategic growth initiatives; North America shipments of merchant and other products increased 12% year-over-year

Irving, TX - January 11, 2021 - Commercial Metals Company (NYSE: CMC) today announced financial results for its fiscal first quarter ended November 30, 2020. First quarter earnings from continuing operations were $63.9 million, or $0.53 per diluted share, on net sales of $1.4 billion, compared to prior year period earnings from continuing operations of $82.8 million, or $0.69 per diluted share, on net sales of $1.4 billion.

During the first quarter of fiscal 2021, CMC incurred net after-tax charges of $5.9 million for facility closure expenses and asset impairments primarily related to the decommissioning of the Company's Steel California operations. The closure of these operations furthers CMC's ongoing network optimization efforts, and is expected to provide cost benefits in future periods. Excluding these expenses, adjusted earnings from continuing operations for the three months ended November 30, 2020 were $69.8 million, or $0.58 per diluted share, as detailed in the non-GAAP reconciliation that follows, compared to adjusted earnings from continuing operations of $0.73 per diluted share for the three months ended November 30, 2019.
    
Barbara R. Smith, Chairman of the Board, President and Chief Executive Officer, commented, "CMC delivered another quarter of solid performance, marking the seventh consecutive quarter of Core EBITDA near or above the $150 million mark. Our team achieved these strong results while navigating the unique challenges presented by the COVID-19 pandemic, and also continuing to execute CMC's key strategic growth initiatives, which are already yielding significant benefits."

Ms. Smith continued, “While we faced margin headwinds from rising raw material costs during the first quarter, we were able to offset much of the impact through operational execution that brought our controllable cost levels to multi-year lows. This performance is a testament to CMC's drive to tightly manage factors within


(CMC First Quarter Fiscal 2021 - Page 2)

our control and to continue to realize earnings enhancement opportunities from our network optimization efforts."

The Company's liquidity position as of November 30, 2020 remained strong, with cash and cash equivalents of $465.2 million and availability under the Company's credit and accounts receivable facilities of $678.7 million.

On January 7, 2021, the board of directors of CMC declared a quarterly dividend of $0.12 per share of CMC common stock payable to stockholders of record on January 21, 2021. The dividend will be paid on February 4, 2021, and marks 225 consecutive quarterly dividend payments.

Business Segments - Fiscal First Quarter 2021 Review
Our North America segment recorded adjusted EBITDA of $155.6 million for the first quarter of fiscal 2021, compared to adjusted EBITDA of $174.7 million for the prior year quarter. The reduction reflected lower margins over scrap cost for both steel and downstream products, the impact of which was partially offset by improved controllable costs at each stage of our vertically integrated value chain. Cost performance at the mills was particularly strong, achieving the lowest conversion cost per ton since before the early fiscal 2019 rebar asset acquisition.

    Shipments of finished goods, which include steel and downstream products, were flat compared to the prior year. Volumes of rebar from the mills increased 2% from a year ago, driven by continued resilience in construction activity. Shipments of merchant and other products increased 12% compared to the prior year quarter, as our mills strategically focused on this market segment through expanded product offerings and service capabilities. Downstream product volumes declined year-over-year due to backlog contraction in select geographies, as well as weather related disruptions in the Gulf Coast.

Margins over scrap cost within our vertical chain declined from the first quarter of fiscal 2020, driven primarily by sharply higher scrap costs. The average selling price for steel products decreased by $14 per ton from a year ago against an increase in the cost of ferrous scrap utilized of $40 per ton. Downstream products margins also declined on lower average pricing and scrap cost pressure, but remained near historically high levels due to strong price levels in CMC's committed backlog.

Our Europe segment recorded adjusted EBITDA of $14.5 million for the first quarter of fiscal 2021, compared to adjusted EBITDA of $11.4 million for the prior year quarter. The improvement reflects strong shipment levels and reduced controllable costs. These factors more than offset an $18 per ton reduction in margin over scrap compared to the prior year period. Volumes increased 17% year-over-year, with demand growing for each major product category. Rebar volumes continue to be supported by a resilient Polish


(CMC First Quarter Fiscal 2021 - Page 3)

construction sector, while shipments of merchant bar and wire rod benefited from an upturn in Central European manufacturing activity.

Outlook
“We expect finished steel volumes for our North America and Europe operations to follow typical seasonal trends in the second quarter, which is historically our slowest quarter for both segments,” said Ms. Smith.

"Shipments of steel and downstream products should be supported by our construction backlog in North America. We are encouraged by recent trends in residential construction and industrial activity in both North America and Europe, which point toward continuing solid demand for merchant products. We anticipate margin headwinds will persist in North America during the second quarter in light of recent significant increases in domestic scrap costs. CMC has acted swiftly to commensurately adjust price levels on rebar and merchant mill products, but these increases have a timing lag relative to the changes in scrap cost levels."

Conference Call
CMC invites you to listen to a live broadcast of its first quarter fiscal 2021 conference call today, Monday, January 11, 2021, at 11:00 a.m. ET. Barbara Smith, Chairman of the Board of Directors, President, and Chief Executive Officer, and Paul Lawrence, 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 Commercial Metals Company
Commercial Metals Company and its subsidiaries manufacture, recycle and fabricate steel and metal products, related materials and services through a network including seven electric arc furnace ("EAF") mini mills, two EAF micro mills, two rerolling mills, steel fabrication and processing plants, construction-related product warehouses, and metal recycling facilities in the U.S. and Poland.

Forward-Looking Statements
This news release contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws with respect to general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and organic growth provided by acquisitions and strategic investments, demand for our products, metal margins, the effect of the coronavirus ("COVID-19") and related governmental and economic responses thereto, the ability to operate our mills at full capacity, future supplies of raw materials and energy for our operations, share repurchases, legal proceedings, the undistributed earnings of


(CMC First Quarter Fiscal 2021 - Page 4)

our non-U.S. subsidiaries, U.S. non-residential construction activity, international trade, capital expenditures, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations and our expectations or beliefs concerning future events. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "intends," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases. There are inherent risks and uncertainties in any forward-looking statements. We caution readers not to place undue reliance on any forward-looking statements.

Our forward-looking statements are based on management's expectations and beliefs as of the time this news release is issued. 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 Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended August 31, 2020 and in Part II, Item 1A, Risk Factors of our subsequent Quarterly Reports on Form 10-Q as well as the following: changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry; rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of our downstream contracts due to rising commodity pricing; impacts from COVID-19 on the economy, demand for our products and on our operations, including the responses of governmental authorities to contain COVID-19 and the impact from the distribution of various COVID-19 vaccines; excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing; compliance with and changes in environmental laws and regulations, including increased regulation associated with climate change and greenhouse gas emissions; involvement in various environmental matters that may result in fines, penalties or judgments; potential limitations in our or our customers' abilities to access credit and non-compliance by our customers with our contracts; activity in repurchasing shares of our common stock under our repurchase program; financial covenants and restrictions on the operation of our business contained in agreements governing our debt; our ability to successfully identify, consummate and integrate acquisitions, and 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; impact of goodwill impairment charges; impact of long-lived asset impairment charges; currency fluctuations; global factors, such as trade measures, military conflicts and political uncertainties, including the impact of the 2020 U.S. election on current trade regulations, such as Section 232 trade tariffs, tax legislation and other regulations which might adversely impact our business; availability and


(CMC First Quarter Fiscal 2021 - Page 5)

pricing of electricity, electrodes and natural gas for mill operations; ability to hire and retain key executives and other employees; competition from other materials or from competitors that have a lower cost structure or access to greater financial resources; information technology interruptions and breaches in security; ability to make necessary capital expenditures; availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance; unexpected equipment failures; losses or limited potential gains due to hedging transactions; litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks; risk of injury or death to employees, customers or other visitors to our operations; civil unrest, protests and riots; new and clarifying guidance with regard to interpretation of certain provisions of the Tax Cuts and Jobs Act that could impact our assessment; and increased costs related to health care reform legislation.


(CMC First Quarter Fiscal 2021 - Page 6)


COMMERCIAL METALS COMPANY
FINANCIAL & OPERATING STATISTICS (UNAUDITED)
 Three Months Ended
(in thousands, except per ton amounts)11/30/20208/31/20205/31/20202/29/202011/30/2019
North America
Net sales$1,195,013 $1,224,849 $1,167,081 $1,161,283 $1,216,720 
Adjusted EBITDA155,634 174,219 159,394 152,831 174,732 
External tons shipped (in thousands)
Raw materials330 300 288 321 320 
Rebar486 498 463 461 475 
Merchant and other264 234 211 238 236 
Steel products750 732 674 699 711 
Downstream products371 429 427 366 413 
Average selling price (per ton)
Raw materials$630 $605 $517 $595 $547 
Steel products612 600 624 625 626 
Downstream products934 970 966 984 976 
Cost of raw materials per ton$458 $427 $348 $435 $392 
Cost of ferrous scrap utilized per ton266 237 239 256 226 
Steel products metal margin per ton$346 $363 $385 $369 $400 
Europe
Net sales$194,596 $179,855 $173,817 $180,079 $165,389 
Adjusted EBITDA14,470 22,927 14,270 13,451 11,359 
External tons shipped
Rebar128 150 122 145 122 
Merchant and other269 230 252 235 216 
Steel products397 380 374 380 338 
Average selling price (per ton)
Steel products$461 $446 $437 $449 $461 
Cost of ferrous scrap utilized per ton$262 $250 $239 $251 $244 
Steel products metal margin per ton$199 $196 $198 $198 $217 




(CMC First Quarter Fiscal 2021 - Page 7)



COMMERCIAL METALS COMPANY
BUSINESS SEGMENTS (UNAUDITED)
(in thousands)Three Months Ended
Net sales11/30/20208/31/20205/31/20202/29/202011/30/2019
North America$1,195,013 $1,224,849 $1,167,081 $1,161,283 $1,216,720 
Europe194,596 179,855 173,817 180,079 165,389 
Corporate and Other2,194 4,428 785 (399)2,599 
Total Net Sales$1,391,803 $1,409,132 $1,341,683 $1,340,963 $1,384,708 
Adjusted EBITDA from continuing operations
North America$155,634 $174,219 $159,394 $152,831 $174,732 
Europe14,470 22,927 14,270 13,451 11,359 
Corporate and Other(26,471)(64,846)(26,882)(28,561)(26,286)




(CMC First Quarter Fiscal 2021 - Page 8)

COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
Three Months Ended November 30,
(in thousands, except share data)20202019
Net sales$1,391,803 $1,384,708 
Costs and expenses:
Cost of goods sold1,174,819 1,146,514 
Selling, general and administrative expenses113,627 110,999 
Interest expense14,259 16,578 
Asset impairments3,594 530 
1,306,299 1,274,621 
Earnings from continuing operations before income taxes 85,504 110,087 
Income taxes21,593 27,332 
Earnings from continuing operations63,911 82,755 
Earnings from discontinued operations before income taxes250 895 
Income taxes68 302 
Earnings from discontinued operations182 593 
Net earnings$64,093 $83,348 
Basic earnings per share*
Earnings from continuing operations$0.53 $0.70 
Earnings from discontinued operations— 0.01 
Net earnings$0.54 $0.70 
Diluted earnings per share*
Earnings from continuing operations$0.53 $0.69 
Earnings from discontinued operations— — 
Net earnings$0.53 $0.70 
Average basic shares outstanding119,762,706 118,370,191 
Average diluted shares outstanding121,128,044 119,773,538 
*Earnings Per Share ("EPS") is calculated independently for each component and may not sum to Net EPS due to rounding


(CMC First Quarter Fiscal 2021 - Page 9)


COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share data)November 30, 2020August 31, 2020
Assets
Current assets:
Cash and cash equivalents$465,162 $542,103 
Accounts receivable (less allowance for doubtful accounts of $8,407 and $9,597)869,052 880,728 
Inventories, net653,526 625,393 
Prepaid and other current assets181,465 165,879 
Total current assets2,169,205 2,214,103 
Property, plant and equipment, net1,549,385 1,571,067 
Goodwill64,275 64,321 
Other noncurrent assets233,803 232,237 
Total assets$4,016,668 $4,081,728 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable$252,953 $266,102 
Accrued expenses and other payables339,545 461,012 
Current maturities of long-term debt and short-term borrowings20,701 18,149 
Total current liabilities613,199 745,263 
Deferred income taxes142,686 130,810 
Other noncurrent liabilities260,991 250,706 
Long-term debt1,064,893 1,065,536 
Total liabilities2,081,769 2,192,315 
Stockholders' equity1,934,687 1,889,201 
Stockholders' equity attributable to noncontrolling interests212 212 
Total stockholders' equity1,934,899 1,889,413 
Total liabilities and stockholders' equity$4,016,668 $4,081,728 



(CMC First Quarter Fiscal 2021 - Page 10)


COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 Three Months Ended November 30,
(in thousands)20202019
Cash flows from (used by) operating activities:
Net earnings$64,093 $83,348 
Adjustments to reconcile net earnings to cash flows from (used by) operating activities:
Depreciation and amortization41,799 40,947 
Deferred income taxes and other long-term taxes11,720 27,939 
Stock-based compensation9,062 8,269 
Asset impairments3,594 530 
Amortization of acquired unfavorable contract backlog(1,523)(8,331)
Net gain on disposals of subsidiaries, assets and other(69)(6,733)
Other30 645 
Changes in operating assets and liabilities(140,794)(196)
Net cash flows from (used by) operating activities(12,088)146,418 
Cash flows from (used by) investing activities:
Capital expenditures(37,201)(45,559)
Proceeds from the sale of property, plant and equipment743 9,651 
Proceeds from insurance— 784 
Net cash flows used by investing activities:(36,458)(35,124)
Cash flows from (used by) financing activities:
Repayments of long-term debt(3,823)(53,298)
Proceeds from accounts receivable programs4,487 27,050 
Repayments under accounts receivable programs(4,487)(31,057)
Dividends(14,406)(14,238)
Stock issued under incentive and purchase plans, net of forfeitures(10,341)(7,817)
Net cash flows used by financing activities(28,570)(79,360)
Effect of exchange rate changes on cash(365)196 
Increase (decrease) in cash, restricted cash and cash equivalents(77,481)32,130 
Cash, restricted cash and cash equivalents at beginning of period544,964 193,729 
Cash, restricted cash and cash equivalents at end of period$467,483 $225,859 


Supplemental information:Three Months Ended November 30,
(in thousands)20202019
Cash and cash equivalents$465,162 $224,797 
Restricted cash2,321 1,062 
Total cash, restricted cash and cash equivalents$467,483 $225,859 




(CMC First Quarter Fiscal 2021 - Page 11)

COMMERCIAL METALS COMPANY
NON-GAAP FINANCIAL MEASURES (UNAUDITED)

This press release contains financial measures not derived in accordance with generally accepted accounting principles ("GAAP"). Reconciliations to the most comparable GAAP measures are provided below.
Core EBITDA from Continuing Operations is a non-GAAP financial measure. Core EBITDA from continuing operations is the sum of earnings from continuing operations before interest expense and income taxes. It also excludes recurring non-cash charges for depreciation and amortization and asset impairments. Core EBITDA from continuing operations also excludes amortization of acquired unfavorable contract backlog, non-cash equity compensation, certain facility closure costs, labor cost government refunds, acquisition settlement costs and debt extinguishment costs. Core EBITDA from continuing operations 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 from continuing operations 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 from continuing operations is the target benchmark for our annual and long-term cash incentive performance plans for management. Core EBITDA from continuing operations may be inconsistent with similar measures presented by other companies.

A reconciliation of earnings from continuing operations to Core EBITDA from continuing operations is provided below:

Three Months Ended
(in thousands)11/30/20208/31/20205/31/20202/29/202011/30/2019
Earnings from continuing operations$63,911 $67,782 $64,169 $63,596 $82,755 
Interest expense14,259 13,962 15,409 15,888 16,578 
Income taxes21,593 18,495 23,804 22,845 27,332 
Depreciation and amortization 41,799 41,654 41,765 41,389 40,941 
Asset impairments3,594 1,098 5,983 — 530 
Amortization of acquired unfavorable contract backlog(1,523)(10,691)(4,348)(5,997)(8,331)
Non-cash equity compensation9,062 9,875 6,170 7,536 8,269 
Facility closure5,214 2,903 1,863 — 6,339 
Labor cost government refund(1,348)(2,985)— — — 
Acquisition settlement— 32,123 — — — 
Debt extinguishment costs— 1,778 — — — 
Core EBITDA from continuing operations$156,561 $175,994 $154,815 $145,257 $174,413 


(CMC First Quarter Fiscal 2021 - Page 12)

Adjusted earnings from continuing operations is a non-GAAP financial measure that is equal to earnings from continuing operations before certain facility closure costs, asset impairments, labor cost government refunds, acquisition settlements and debt extinguishment costs, including the estimated income tax effects thereof. Adjusted earnings from continuing operations should not be considered as an alternative to earnings from continuing operations or any other performance measure derived in accordance with GAAP. However, we believe that adjusted earnings from continuing operations 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 from continuing operations to evaluate our financial performance. Adjusted earnings from continuing operations may be inconsistent with similar measures presented by other companies. Adjusted earnings from continuing operations per diluted share is defined as adjusted earnings from continuing operations on a diluted per share basis.

A reconciliation of earnings from continuing operations to adjusted earnings from continuing operations is provided below:

 Three Months Ended
(in thousands)11/30/20208/31/20205/31/20202/29/202011/30/2019
Earnings from continuing operations$63,911 $67,782 $64,169 $63,596 $82,755 
Facility closure5,214 2,903 1,863 — 6,339 
Asset impairments3,594 1,098 5,983 — — 
Labor cost government refund(1,348)(2,985)— — — 
Acquisition settlement— 32,123 — — — 
Debt extinguishment costs— 1,778 — — — 
Total adjustments (pre-tax)$7,460 $34,917 $7,846 $— $6,339 
Tax impact
Related tax effects on adjustments$(1,593)$(7,392)$(1,648)$— $(1,331)
Total tax impact(1,593)(7,392)(1,648)— (1,331)
Adjusted earnings from continuing operations$69,778 $95,307 $70,367 $63,596 $87,763 
Adjusted earnings from continuing operations per diluted share$0.58 $0.79 $0.59 $0.53 $0.73 











Media Contact:
    Susan Gerber
    214.689.4300

Q1 FY 2021 SUPPLEMENTAL SLIDES JANUARY 11, 2021

 
CAUTIONARY STATEMENTS This presentation contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws with respect to general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and organic growth provided by acquisitions and strategic investments, demand for our products, metal margins, the effect of the coronavirus ("COVID-19") and related governmental and economic responses thereto, the ability to operate our mills at full capacity, future supplies of raw materials and energy for our operations, share repurchases, legal proceedings, the undistributed earnings of our non-U.S. subsidiaries, U.S. non-residential construction activity, international trade, capital expenditures, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations and our expectations or beliefs concerning future events. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "intends," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases. There are inherent risks and uncertainties in any forward- looking statements. We caution readers not to place undue reliance on any forward-looking statements. Our forward-looking statements are based on management's expectations and beliefs as of the time this presentation is issued. 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 Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended August 31, 2020 and in Part II, Item 1A, Risk Factors of our subsequent Quarterly Reports on Form 10-Q as well as the following: changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry; rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of our downstream contracts due to rising commodity pricing; impacts from COVID-19 on the economy, demand for our products and on our operations, including the responses of governmental authorities to contain COVID-19 and the impact from the distribution of various COVID-19 vaccines; excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing; compliance with and changes in environmental laws and regulations, including increased regulation associated with climate change and greenhouse gas emissions; involvement in various environmental matters that may result in fines, penalties or judgments; potential limitations in our or our customers' abilities to access credit and non-compliance by our customers with our contracts; activity in repurchasing shares of our common stock under our repurchase program; financial covenants and restrictions on the operation of our business contained in agreements governing our debt; our ability to successfully identify, consummate and integrate acquisitions, and 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; impact of goodwill impairment charges; impact of long-lived asset impairment charges; currency fluctuations; global factors, such as trade measures, military conflicts and political uncertainties, including the impact of the 2020 U.S. election on current trade regulations, such as Section 232 trade tariffs, tax legislation and other regulations which might adversely impact our business; availability and pricing of electricity, electrodes and natural gas for mill operations; ability to hire and retain key executives and other employees; competition from other materials or from competitors that have a lower cost structure or access to greater financial resources; information technology interruptions and breaches in security; ability to make necessary capital expenditures; availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance; unexpected equipment failures; losses or limited potential gains due to hedging transactions; litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks; risk of injury or death to employees, customers or other visitors to our operations; civil unrest, protests and riots; new and clarifying guidance with regard to interpretation of certain provisions of the Tax Cuts and Jobs Act that could impact our assessment; and increased costs related to health care reform legislation. 2Q1 FY21 Supplemental Slides | January 11, 2021

 
KEY TAKEAWAYS FROM TODAY’S CALL Q1 FY21 Supplemental Slides | January 11, 2021 3 Controlling the controllables • Cost improvements year-over-year in both North America and Europe Continued progress on strategic operational initiatives • Network optimization benefits • Growth in merchant bar and wire rod shipments Building for the future • 3rd Polish rolling line startup on target; Arizona 2 project moving forward as planned • Organic projects underway expected to add $135 million of through- the-cycle EBITDA Ongoing COVID-19 pandemic continues to cause uncertainty Financial position provides flexibility to fund growth, weather economic uncertainty, and pursue opportunistic M&A Q1 Core EBITDA1 of $157M Down 10% y/y Q1 Annualized ROIC2 of 10.3% Best N. America controllable level in two years Notes: [1] Core EBITDA is a non-GAAP measure. For a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures, see the appendix to this document. [2] Return on Invested Capital is defined as After-tax Operating Profit divided by (Total Assets less Cash & Cash Equivalents less Non-Interest Bearing Liabilities)

 
U P D A T E S O N K E Y P R O JE C T S Second Arizona Micro Mill • Expected FY ‘21 capital spend of $85 million • Expect to break ground in mid FY ‘21; target startup FY ‘23 • Replaces shuttered rebar capacity at Steel CA • Portion of investment to be funded by sale of land in Southern California • First in world to produce MBQ via a continuous-continuous process • Will further optimize our mill network and provide access to large underserved West Coast MBQ market Danieli 3 - Europe • Expected FY ‘21 capital spend of $20 million • Targeted commissioning in late FY ‘21 • 3rd rolling line at Polish mill • Adds significant production flexibility • Will utilize current excess melt capacity, adding roughly 200,000 tons of finished steel output • Helps to leverage fixed costs • Signed agreement to begin receiving renewable solar energy at existing Arizona micro mill • Completed closure of Steel California with decommissioning of rolling mill • Further progress in MBQ initiative − Increased volumes from prior year despite unchanged industry consumption • Strong cost management throughout North America vertical footprint drove benefits on both a sequential and year-over-year basis − Mill conversion costs per ton lowest in last two years • North America Steel Product margins pressured sequentially on higher scrap costs; partial offset from higher selling price • Volumes for all Steel Product categories increased from prior year, with particular strength in merchant bar and wire rod • Margins over scrap on Downstream Products remained near historical highs driven by strong pricing in backlog • Europe rebar volumes supported by resilient construction activity; merchant and wire rod demand benefited from increased industrial activity • Import pressures remain in Europe Q1 FY21 Supplemental Slides | January 11, 2021 4 P E R F O R M A N C E D R IV E R S OPERATIONAL UPDATE S T R A T E G IC IT E M S

 
174 156 (19) 3 (0) (2) 0 20 40 60 80 100 120 140 160 180 200 Q1 2020 North America Segment EBITDA Europe Segment EBITDA Corporate & Eliminations Non-Operating Items Q1 2021 Q1 FY21 Supplemental Slides | January 11, 2021 5 CONSOLIDATED OPERATING RESULTS – QUARTERLY Q1 ’20 Q2 ’20 Q3 ’20 Q4 ’20 Q1 ‘21 External Finished Steel Tons Shipped1 1,462 1,445 1,475 1,541 1,518 Core EBITDA $174,413 $145,257 154,815 $175,994 $156,561 Core EBITDA per Ton of Finished Steel Shipped $119 $101 $105 $114 $103 Adjusted Earnings from Continuing Operations $87,763 $63,596 $70,367 $95,307 $69,778 Performance Summary Units in 000’s unless noted otherwise • Primarily due to $5.2 million facility closure costs related to employee and contract termination expenses at Steel California • Primarily due to $3.6 million impairment costs related to write-down of assets at Steel California • $1.3 million benefit related to a labor cost government refund in Europe Non-Operating Charges / Benefits Figures are pre-tax for Q1 2021 in $ millions Core EBITDA Bridge – Q1 2020 to Q1 2021 $ Millions [1] External Finished Steel Tons Shipped equal to shipments of Steel Products plus Downstream Products Other Note: Core EBITDA and Adjusted earnings from continuing operations are non-GAAP measures. For a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures, see the appendix to this document.

 
155 144 145 150 139 730 758 710 731 697 400 369 385 363 346 0 20 40 60 80 100 120 140 160 180 0 100 200 300 400 500 600 700 800 Q1 ’20 Q2 ’20 Q3 ’20 Q4 ‘20 Q1 '21 Adjusted EBITDA per Ton of Finished Steel Shipped Downstream Products Margin Over Scrap (1 Qtr Lag) Steel Products Margin Over Scrap 85 100 115 Q1 ’20 Q2 ’20 Q3 ’20 Q4 ‘20 Q1 '21 Wgt Avg Finished Steel Margin Over Scrap Controllable Costs EBITDA per ton Q1 FY21 Supplemental Slides | January 11, 2021 6 NORTH AMERICA – QUARTERLY Q1 ’20 Q2 ’20 Q3 ’20 Q4 ’20 Q1 ‘21 External Finished Steel Tons Shipped1 1,124 1,065 1,101 1,161 1,121 Adjusted EBITDA $174,732 $152,831 $159,394 $174,219 $155,634 Adjusted EBITDA per Ton of Finished Steel Shipped $155 $144 $145 $150 $139 Adjusted EBITDA Margin 14.4% 13.2% 13.7% 14.2% 13.0% Performance Summary Units in 000’s unless noted otherwise • Reduction in controllable costs within vertically integrated chain − Biggest drivers were mill conversion costs and downstream operating costs • Negatively impacted by narrowing of margins on Steel Products • Primarily due to Segment incurred $5.2 million of facility closure costs related to Steel California Key Performance Drivers Q1 2021 vs Q1 2020 North America – Key Margins $ / ton D P a n d S P M a rg in O v e r S c ra p A d ju s te d E B IT D A p e r to n North America Indexed Margins and Controllable Cost $ / ton of external finished steel shipped Notes: [1] External Finished Steel Tons Shipped equal to shipments of Steel Products plus Downstream Products [2] Steel Products Margin Over Scrap equals Average Selling Price minus Cost of ferrous scrap utilized [3] Downstream Products Margin Over Scrap equals Average Selling Price minus Cost of ferrous scrap utilized [2] [3]

 
Notes: [1] External Finished Steel Tons Shipped equal to shipments of Steel Products plus Downstream Products [2] Steel Products Margin Over Scrap equals Average Selling Price minus Cost of ferrous scrap utilized 34 35 38 60 36 217 198 198 196 199 0 10 20 30 40 50 60 70 100 120 140 160 180 200 220 240 Q1 ’20 Q2 ’20 Q3 ’20 Q4 ‘20 Q1 '21 Adjusted EBITDA per Ton of Finished Steel Shipped Steel Products Margin Over Scrap 40 100 160 Q1 ’20 Q2 ’20 Q3 ’20 Q4 ‘20 Q1 '21 Steel Product Margins Over Scrap Controllable Costs EBITDA per ton Q1 FY21 Supplemental Slides | January 11, 2021 7 EUROPE– QUARTERLY Q1 ’20 Q2 ’20 Q3 ’20 Q4 ’20 Q1 ‘21 External Finished Steel Tons Shipped1 338 380 374 380 397 Adjusted EBITDA $11,359 $13,451 $14,270 $22,927 $14,470 Adjusted EBITDA per Ton of Finished Steel Shipped $34 $35 $38 $60 $36 Adjusted EBITDA Margin 6.9% 7.5% 8.2% 12.7% 7.4% Performance Summary Units in 000’s unless noted otherwise • Strong volumes driven by increased industrial demand for merchant product and wire rod • Reduced controllable costs; strong mill conversion cost performance • Negatively impacted by narrowing of margins on Steel Products − Imports into Central Europe created challenging price environment • $1.3 million benefit related to a labor cost government refund in Europe Key Performance Drivers Q1 2021 vs Q1 2020 Europe – Key Margins $ / ton S te e l P ro d u c t M a rg in O v e r S c ra p A d ju s te d E B IT D A p e r to n Europe Indexed Margins and Controllable Cost $ / ton of finished product shipped [2]

 
($4) ($26) ($108) $73 $149 $226 $217 ($150) ($100) ($50) $0 $50 $100 $150 $200 $250 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 LTM Q1 FY'21 ADJUSTED EBITDA LESS CAPITAL EXPENDITURES AND DISBURSEMENTS TO STAKEHOLDERS 1 CMC’s cash flow capabilities have been greatly enhanced through our strategic transformation − Will fund current projects using organic cash generation FY 2021 capital expenditures expected in a range of $200 million to $225 million Spend on 2nd Arizona micro mill and Danieli 3 of $85 million and $20 million, respectively Source: Public filings, Internal data Notes: 1. Adjusted EBITDA less Capital Expenditures and Disbursements to Stakeholders is a non-GAAP financial measure. For a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures, see the appendix to this document. CASH FLOW PROFILE Q1 FY21 Supplemental Slides | January 11, 2021 8

 
27 53 72 179 347 $465 $330 $350 $300 $350 2021 2022 2023 2024-2025 2026 2027 Revolver BALANCE SHEET STRENGTH U.S. Accounts Receivables Facility Poland Credit Facilities Poland Accounts Receivable Facility (US$ in millions) Revolving Credit Facility 5.375% Notes Cash and Cash Equivalents 4.875% Notes 5.750% Notes DEBT MATURITY PROFILE PROVIDES STRATEGIC FLEXIBILITY DEBT MATURIT Y SCHEDULE Q1 FY’21 LIQUIDIT Y (US$ in millions) Source: Public filings Q1 FY21 Supplemental Slides | January 11, 2021 9 Poland Term Loan

 
46% 42% 37% 33% 32% 24% 18% 21% 0% 10% 20% 30% 40% 50% 60% Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 3.9x 3.2x 2.5x 1.9x 1.6x 1.2x 0.9x 1.1x NM 0.5x 1.0x 1.5x 2.0x 2.5x 3.0x 3.5x 4.0x 4.5x Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Source: Public filings, Internal data Notes: 1. Total debt is defined as long-term debt plus current maturities of long-term debt and short-term borrowings. 2. Net Debt is defined as total debt less cash & cash equivalents. 3. EBITDA depicted is adjusted EBITDA from continuing operations on a trailing 12 month basis. 4. Net debt-to-capitalization is defined as net debt on CMC’s balance sheet divided by the sum of total debt and shareholders’ equity 5. Net Debt to EBITDA and Net Debt to Capitalization are non-GAAP financial measures. For a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures, see the appendix to this document LEVERAGE PROFILE Financial strength gives us the flexibility to fund our announced projects, navigate current economic uncertainties, and pursue opportunistic M&A NET DEBT1,2 / EBITDA3 Q1 FY21 Supplemental Slides | January 11, 2021 10 NET DEBT-TO-CAPITALIZATION4

 
Q1 FY21 Supplemental Slides | January 11, 2021 11 A P P E N D IX : N O N -G A A P R E C O N C IL IA T IO N S

 
3 MONTHS ENDED 12 MONTHS ENDED 11/30/2020 8/31/2020 5/31/2020 2/29/2020 11/30/2019 8/31/2019 11/30/2020 8/31/2020 8/31/2019 8/31/2018 8/31/2017 Earnings from continuing operations $63,911 $67,782 $64,169 $63,596 $82,755 $85,880 $259,458 $278,302 $198,779 $135,237 $50,175 Interest expense 14,259 13,962 15,409 15,888 16,578 17,702 59,518 61,837 71,373 40,957 44,151 Income taxes 21,593 18,495 23,804 22,845 27,332 16,826 86,737 92,476 69,681 30,147 15,276 Depreciation and amortization 41,799 41,654 41,765 41,389 40,941 41,051 166,607 165,749 158,653 131,508 124,490 Asset impairments 3,594 1,098 5,983 – 530 369 10,675 7,611 384 14,372 1,730 Amortization of acquired unfavorable contract backlog (1,523) (10,691) (4,348) (5,997) (8,331) (16,582) (22,559) (29,367) (74,784) – – Non-cash equity compensation 9,062 9,875 6,170 7,536 8,269 7,758 32,643 31,850 25,106 24,038 21,469 Facility closure 5,214 2,903 1,863 – 6,339 – 9,980 11,105 – – – Labor cost government refund (1,348) (2,985) – – – – (4,333) (2,985) – – – Acquisition settlement – 32,123 – – – – 32,123 32,123 – – – Debt extinguishment costs – 1,778 – – – – 1,778 1,778 – – 22,672 Acquisition and integration related costs and other – – – – – 6,177 – – 41,958 25,507 – Purchase accounting effect on inventory – – – – – – – – 10,315 – – Mill operational start-up costs 1 – – – – – – – – – 13,471 – CMC Steel Oklahoma incentives – – – – – – – – – (3,000) – Severance – – – – – – – – – – 8,129 Core EBITDA from continuing operations 2 $156,561 $175,994 $154,815 $145,257 $174,413 $159,181 $632,627 $650,479 $501,465 $412,237 $288,092 CORE EBITDA FROM CONTINUING OPERATIONS RECONCILIATION Q1 FY21 Supplemental Slides | January 11, 2021 12 ($ in thousands) Source: Public filings Notes: 1. Net of interest, taxes, depreciation and amortization, impairments, and non-cash equity compensation 2. See page 17 for definitions of non-GAAP financial measures

 
3 MONTHS ENDED 12 MONTHS ENDED 11/30/2020 8/31/2020 5/31/2020 2/29/2020 11/30/2019 8/31/2019 11/30/2020 8/31/2020 8/31/2019 8/31/2018 8/31/2017 Earnings from continuing operations $63,911 $67,782 $64,169 $63,596 $82,755 $85,880 $259,458 $278,302 $198,779 $135,237 $50,175 Facility closure 5,214 2,903 1,863 – 6,339 – 9,980 11,105 – – – Asset impairments 3,594 1,098 5,983 – – – 10,675 7,081 – 12,136 – Labor cost government refund (1,348) (2,985) – – – – (4,333) (2,985) – – – Acquisition settlement – 32,123 – – – – 32,123 32,123 – – – Debt extinguishment costs – 1,778 – – – – 1,778 1,778 – – 17,799 Acquisition and integration related costs and other – – – – – 6,177 – – 41,958 25,507 – CMC Steel Oklahoma incentives – – – – – – – – – (3,000) – Purchase accounting effect on inventory – – – – – – – – 10,315 – – Mill operational start-up costs – – – – – – – – – 18,016 – Severance – – – – – – – – – – 8,129 Total adjustments (pre-tax) $7,460 $34,917 $7,846 – $6,339 $6,177 $50,223 $49,102 $52,273 $52,659 $25,928 Tax impact TCJA impact – – – – – – – – $7,550 $10,600 – International reorganization – – – – – – – – – (9,200) – Related tax effects on adjustments (1,593) (7,392) (1,648) – (1,331) (1,297) (10,633) (10,371) (10,977) (13,236) (9,075) Total tax impact ($1,593) ($7,392) ($1,648) – ($1,331) ($1,297) ($10,633) ($10,371) ($3,427) ($11,836) ($9,075) Adjusted earnings from continuing operations 1 $69,778 $95,307 $70,367 $63,596 $87,763 $90,760 $299,048 $317,033 $247,625 $176,060 $67,028 Adjusted earnings from continuing operations per diluted share $0.58 $0.79 $0.59 $0.53 $0.73 $0.76 $2.47 $2.64 $2.08 $1.49 $0.57 ADJUSTED EARNINGS FROM CONTINUING OPERATIONS RECONCILIATION Q1 FY21 Supplemental Slides | January 11, 2021 13 ($ in thousands) Source: Public filings Notes: 1. Net of interest, taxes, depreciation and amortization, impairments, and non-cash equity compensation 2. See page 17 for definitions of non-GAAP financial measures

 
3 MONTHS ENDED 12 MONTHS ENDED 11/30/2020 8/31/2020 5/31/2020 2/29/2020 11/30/2019 North America Adjusted EBITDA from continuing operations $155,634 $174,219 $159,394 $152,831 $174,732 North America net sales 1,195,013 1,224,849 1,167,081 1,161,283 1,216,720 North America Adjusted EBITDA Margin 13.0% 14.2% 13.7% 13.2% 14.4% Europe Adjusted EBITDA from continuing operations $14,470 $22,927 $14,270 $13,451 $11,359 Europe net sales 194,596 179,855 173,817 180,079 165,389 Europe Adjusted EBITDA Margin 7.4% 12.7% 8.2% 7.5% 6.9% ADJUSTED SEGMENT EBITDA MARGIN Q1 FY21 Supplemental Slides | January 11, 2021 14 ($ in thousands) Source: Public filings

 
12 MONTHS ENDED 3 MONTHS ENDED 11/30/2020 8/31/2020 8/31/2019 8/31/2018 8/31/2017 8/31/2016 8/31/2015 11/30/2020 11/30/2019 Earnings from continuing operations $259,458 $278,302 $198,779 $135,237 $50,175 $62,001 $58,583 $63,911 $82,755 Interest expense 59,518 61,837 71,373 40,957 44,151 62,121 76,456 14,259 16,578 Income taxes 86,737 92,476 69,681 30,147 15,276 13,976 36,097 21,593 27,332 Depreciation and amortization 166,607 165,749 158,653 131,508 124,490 127,111 135,559 41,799 40,941 Asset impairments 10,675 7,611 384 14,372 1,730 40,028 2,573 3,594 530 Amortization of acquired unfavorable contract backlog (22,559) (29,367) (74,784) – – – – (1,523) (8,331) Adjusted EBITDA from continuing operations $560,436 $576,608 $424,086 $352,221 $235,822 $305,237 $309,268 $143,633 $159,805 Capital expenditures and disbursements to stakeholders Capital expenditures 179,260 187,618 138,836 174,655 213,120 163,332 119,580 37,201 45,559 Interest expense 59,518 61,837 71,373 40,957 44,151 62,121 76,456 14,259 16,578 Cash income taxes 47,123 44,499 7,977 7,198 30,963 50,201 61,000 4,743 2,119 Dividends 57,224 57,056 56,537 56,076 55,514 55,342 55,945 14,406 14,238 Total capital expenditures and disbursements to stakeholders $343,125 $351,010 $274,723 $278,886 $343,748 $330,996 $312,981 $70,609 $78,494 Adjusted EBITDA less capital expenditures and disbursements to stakeholders $217,311 $225,598 $149,363 $73,335 ($107,926) ($25,759) ($3,713) $73,024 $81,311 ADJUSTED EBITDA LESS CAPITAL EXPENDITURES AND DISBURSEMENTS TO STAKEHOLDERS Q1 FY21 Supplemental Slides | January 11, 2021 15 ($ in thousands) Source: Public filings Note: 1. See page 17 for definitions of non-GAAP financial measures

 
Source: Public filings Note: 1. See page 17 for definitions of non-GAAP financial measures NET DEBT TO EBITDA AND NET DEBT TO CAPITALIZATION RECONCILIATIONS Investor Presentation | January 2021 16 ($ in thousands) 3 MONTHS ENDED 11/30/2020 8/31/2020 5/31/2020 2/29/2020 11/30/2019 8/31/2019 5/31/2019 2/28/2019 11/30/2018 8/31/2018 5/31/2018 Long-term debt $1,064,893 $1,065,536 $1,153,800 $1,144,573 $1,179,443 $1,227,214 $1,306,863 $1,310,150 $1,307,824 $1,138,619 $1,139,103 Current maturities of long-term debt and short term borrowings 20,701 18,149 17,271 22,715 13,717 17,439 54,895 88,902 29,083 19,746 19,874 Total Debt $1,085,594 $1,083,685 $1,171,071 $1,167,288 $1,193,160 $1,244,653 $1,361,758 $1,399,052 $1,336,907 $1,158,365 $1,158,977 Less: Cash and cash equivalent 465,162 542,103 462,110 232,442 224,797 192,461 120,315 66,742 52,352 622,473 600,444 Net Debt $620,432 $541,582 $708,961 $934,846 $968,363 $1,052,192 $1,241,443 $1,332,310 $1,284,555 $535,892 $558,533 Earnings from continuing operations $63,911 $67,782 $64,169 $63,596 $82,755 $85,880 $78,551 $14,928 $19,420 $51,260 $42,325 Interest expense 14,259 13,962 15,409 15,888 16,578 17,702 18,513 18,495 16,663 15,654 11,511 Income taxes 21,593 18,495 23,804 22,845 27,332 16,826 29,105 18,141 5,609 6,682 13,312 Depreciation and amortization 41,799 41,654 41,765 41,389 40,941 41,051 41,181 41,245 35,176 32,610 32,949 Asset impairments 3,594 1,098 5,983 – 530 369 15 – – 840 935 Amortization of acquired unfavorable contract backlog (1,523) (10,691) (4,348) (5,997) (8,331) (16,582) (23,394) (23,476) (11,332) – – Adjusted EBITDA from continuing operations $143,633 $132,300 $146,782 $137,721 $159,805 $145,246 $143,971 $69,333 $65,536 $107,046 $101,032 Trailing 12 month Adjusted EBITDA from continuing operations $560,436 $576,608 $589,554 $586,743 $518,355 $424,086 $385,886 $342,947 Total Debt $1,085,594 $1,083,685 $1,171,071 $1,167,288 $1,193,160 $1,244,653 $1,361,758 $1,399,052 $1,336,907 $1,158,365 $1,158,977 Total stockholders' equity 1,934,899 1,889,413 1,800,662 1,758,055 1,701,697 1,624,057 1,564,195 1,498,496 1,489,027 1,493,583 1,452,902 Total Capitalization $3,020,493 $2,973,098 $2,971,733 $2,925,343 $2,894,857 $2,868,710 $2,925,953 $2,897,548 $2,825,934 $2,651,948 $2,611,879 Net Debt to Trailing 12 month Adjusted EBITDA from continuing operations 1.1x 0.9x 1.2x 1.6x 1.9x 2.5x 3.2x 3.9x Net Debt to Capitalization 21% 18% 24% 32% 33% 37% 42% 46%

 
DEFINITIONS FOR NON-GAAP FINANCIAL MEASURES ADJUSTED EARNINGS FROM CONTINUING OPERATIONS Adjusted earnings from continuing operations is a non-GAAP financial measure that is equal to earnings from continuing operations before certain facility closure costs, asset impairments, labor cost government refunds, acquisition settlements, debt extinguishment costs, acquisition and integration-related costs, CMC Steel Oklahoma incentives, the effect of purchase accounting adjustments on inventory, mill operational start-up costs and severance expenses, including the estimated income tax effects thereof. Adjusted earnings from continuing operations should not be considered as an alternative to earnings from continuing operations or any other performance measure derived in accordance with GAAP. However, we believe that adjusted earnings from continuing operations 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 from continuing operations to evaluate our financial performance. Adjusted earnings from continuing operations may be inconsistent with similar measures presented by other companies. Adjusted earnings from continuing operations per diluted share is defined as adjusted earnings from continuing operations on a diluted per share basis. CORE EBITDA FROM CONTINUING OPERATIONS Core EBITDA from Continuing Operations is a non-GAAP financial measure. Core EBITDA from continuing operations is the sum of earnings from continuing operations before interest expense and income taxes. It also excludes recurring non-cash charges for depreciation and amortization and asset impairments. Core EBITDA from continuing operations also excludes amortization of acquired unfavorable contract backlog, non-cash equity compensation, certain facility closure costs, labor cost government refunds, acquisition settlement costs, debt extinguishment costs, acquisition and integration- related costs, the effect of purchase accounting adjustments on inventory, mill operational start-up costs, CMC Steel Oklahoma incentives and severance expenses. Core EBITDA from continuing operations should not be considered an alternative to earnings (loss) from continuing operations or net earnings (loss) as determined by GAAP. However, we believe that Core EBITDA from continuing operations 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. Core EBITDA from continuing operations may be inconsistent with similar measures presented by other companies. ADJUSTED EBITDA FROM CONTINUING OPERATIONS Adjusted EBITDA from Continuing Operations is a non-GAAP financial measure. Adjusted EBITDA is the sum of the Company's earnings from continuing operations before interest expense, income taxes, depreciation and amortization expense, impairment expense, and amortization of acquired unfavorable contract backlog. Adjusted EBITDA from continuing operations should not be considered as an alternative to earnings from continuing operations or any other performance measure derived in accordance with GAAP. However, we believe that adjusted EBITDA from continuing operations 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 from continuing operations to evaluation our financial performance. Adjusted EBITDA from continuing operations may be inconsistent with similar measures presented by other companies. ADJUSTED EBITDA LESS CAPITAL EXPENDITURES AND DISBURSEMENTS TO STAKEHOLDERS Adjusted EBITDA less capital expenditures and disbursements to shareholders is defined as Adjusted EBITDA less capital expenditures less interest expense, less cash income taxes less dividend payments. NET DEBT Net debt is defined as total debt less cash and cash equivalents. Q1 FY21 Supplemental Slides | January 11, 2021 17

 
THANK YOU CORPORATE OFFICE 6565 N. MacArthur Blvd Suite 800 Irving, TX 75039 Phone: (214) 689.4300 INVESTOR RELATIONS Phone: (972) 308.5349 Fax: (214) 689.4326 [email protected] Q1 FY21 Supplemental Slides | January 11, 2021 18