Commercial Metals Company - Earnings Call - Q3 2025

Executive Summary

• Q3 FY25 net sales were $2.02B and diluted EPS $0.73; adjusted EPS was $0.74 as non-GAAP adds back $1.3M after-tax litigation interest tied to the Pacific Steel Group judgment.
• Results missed Wall Street consensus: revenue $2.02B vs $2.07B estimate and adjusted EPS $0.74 vs $0.85 estimate; sequential improvement in core EBITDA margin to 10.1% from 7.5% as North American steel product metal margins inflected upward late in the quarter.
• Segment trends: North America adjusted EBITDA $186.0M (11.9% margin), EBG adjusted EBITDA $40.9M (20.7% margin, second-highest on record), Europe returned to breakeven with adjusted EBITDA $3.6M and 1.5% margin amid improving Polish demand and reduced imports.
• Guidance: Q4 FY25 expected to improve sequentially; Europe to receive ~$28M CO2 credit in Q4; FY25 capex cut to $425–$475M (from $550–$600M) with West Virginia timing adjusted to spring CY26 to optimize IRA 48C credits; dividend maintained at $0.18 and $254.9M remains under buyback authorization.
• Potential catalysts: metal margin expansion trajectory, TAG program run-rate >$100M EBITDA benefits, EBG mix shift to proprietary reinforcing solutions, trade/tariff environment reducing imports; watch execution on Arizona 2 utilization and West Virginia ramp timing.

What Went Well and What Went Wrong

What Went Well

• EBG profitability rebounded: adjusted EBITDA $40.9M (+7% y/y, +74% q/q); margin 20.7% (second-highest on record), driven by Performance Reinforcing Steel shipments and proprietary solutions demand.
• Europe exceeded breakeven with adjusted EBITDA $3.6M and 1.5% margin; pricing up $51/ton q/q, shipment volumes +20.9% y/y, aided by cost management and reduced imports.
• Metal margin inflection: North America steel product metal margin per ton rose to $499 and exited Q3 above the average, with ASP +$45/ton vs scrap +$22/ton; management emphasized “value over volume” discipline.

What Went Wrong

• Miss vs consensus: adjusted EPS $0.74 vs $0.85 estimate; revenue $2.020B vs $2.067B estimate; North America adjusted EBITDA down 24% y/y on lower margins over scrap for steel and downstream products.
• Operational outages late in Q3: management cited outages, lower inventories, and elevated costs—“didn’t come out of those outages as well as we could have”—impacting volumes and profitability.
• Litigation drag persists: ~$3.8M pre-tax interest expense tied to PSG judgment in Q3; cumulative litigation expense continues to weigh on reported results.

Transcript

Speaker 7

Hello, and welcome everyone to the Fiscal 2025 third quarter earnings call for CMC. Joining me on today's call are Peter Matt, CMC's President and Chief Executive Officer, and Paul Lawrence, Senior Vice President and Chief Financial Officer. Today's materials, including the press release and supplemental slides that accompany this call, can be found on CMC's Investor Relations website. Today's call is being recorded. After the company's remarks, we will have a question-and-answer session, and we'll have a few instructions at that time. I would like to remind all participants that today's discussion contains forward-looking statements, including with respect to economic conditions, effects of legislation and trade actions, U.S.

Steel import levels, construction activity, demand for finished steel products, the expected capabilities, benefits, costs, and timeline for construction of new facilities, the company's operations, the company's strategic growth plan, and its anticipated benefits, legal proceedings, the company's future results of operations, financial measures, and capital spending. These statements reflect the company's beliefs based on current conditions but are subject to risks and uncertainties. The company's earnings release, most recent annual report on Form 10-K, and other filings with the U.S. Securities and Exchange Commission contain additional information concerning factors that could cause actual results to differ materially from those projected in forward-looking statements. Except as required by law, CMC does not assume any obligation to update, amend, or clarify these statements.

Some numbers presented will be non-GAAP financial measures, and reconciliations for such numbers can be found in the company's earnings release, supplemental slide presentation, or on the company's website. Unless stated otherwise, all references made to year or quarter end are references to the company's fiscal year or fiscal quarter. For opening remarks and introductions, I will turn the call over to Peter.

Speaker 5

Good morning, everyone, and thank you for joining CMC's third quarter earnings conference call. Before jumping directly into a discussion of the quarter, I would like to take a moment to zoom out and offer some broader insights regarding where we see our company today, where we envision taking CMC in the future, and importantly, why we believe CMC offers a compelling investment thesis. Today, CMC is a leader in most of the markets in which we compete, supported by our exposure to attractive and growing geographies, strong customer relationships, and exceptional operational capabilities. Additionally, our core domestic long steel markets are benefiting from industry consolidation and favorable trade policy, which we believe will underpin structurally enhanced margins through the cycle. On the demand side, we expect powerful tailwinds from long-term secular trends that will drive construction investment for years to come.

From this position of competitive strength and attractive end market exposure, we are now moving forward with the execution of a game-changing strategy intended to meaningfully and permanently enhance CMC's financial profile and turbocharge value-accretive growth. We are aiming to deliver higher, more stable margins and cash flows through the cycle, as well as a step change in returns on capital. I believe the strategic action CMC is taking and the course we are traveling provides a compelling opportunity for investors. Successful execution of our strategy should result in margin and cash flow levels well above what we think are currently priced into our shares. Now, let's jump into our third quarter results. CMC reported net earnings of $83.1 million, or $0.73 per diluted share, on net sales of $2 billion. The result included $1.3 million of after-tax charges, which Paul will take you through in more detail.

Excluding these items, adjusted earnings were $84.4 million, or $0.74 per diluted share. We generated consolidated core EBITDA of $204.1 million and a core EBITDA margin of 10.1%, both of which improved meaningfully on a sequential basis. We believe that the second quarter of fiscal 2025 marked a trough and expect business conditions for each segment will continue to improve from those levels. Turning now to CMC's markets in North America, the construction and industrial activity that drive consumption of our products was resilient during the quarter, which resulted in year-over-year growth of finished steel shipments. Despite concerns regarding tariffs and related economic uncertainty, we experienced an encouraging degree of stability across each of our key internal leading indicators, including project bids, new awards, and backlog volumes.

Downstream bid volumes, our best gauge of the construction pipeline, remained robust during the quarter and pointed to the continued accumulation of substantial amounts of pent-up demand across several non-residential end markets, which we believe should be unlocked by reduced economic uncertainty and lower interest rates. This observation is supported by on-the-ground activity and by the Dodge Momentum Index, which sits near an all-time high and reflects improving planning activity in a broad range of non-residential structures. We believe there are also signals indicating pent-up demand exists in the residential segment where, despite uncertainty, higher rates and new household formation below expectations, single-family starts have been sustained at a rate above pre-COVID levels. Unlike the hesitation we are observing within certain areas of the non-residential and residential market segments, demand from infrastructure activity is strengthening, particularly across our key Sunbelt states.

Remember, not only is this segment the single largest consumer of rebar, but it is also far less sensitive to economic concerns and the level of interest rates. We expect growth in infrastructure activity to continue for at least the next couple of years. In taking stock of the current situation, there is little doubt that the impact of economic uncertainty and elevated interest rates are hanging over our markets. I would note two things. One, tariffs are just the latest flavor of uncertainty that the industry has had to manage through. Two, we have been living in a high-interest rate environment for more than two and a half years. Despite these factors, rebar consumption remains at a historically strong level of within 5%-6% of the post-GFC peak.

This trend highlights the attractive resilience of our primary end markets, as well as the upside potential for demand if certain impediments are removed. Looking beyond the near-term environment, we continue to expect strong structural drivers to support construction activity over a multi-year period. These trends include investment in our nation's infrastructure, reshoring industrial capacity, growth in energy generation and transmission, the build-out of AI infrastructure, as well as addressing a U.S. housing shortage of 2-4 million units. As noted on slide 8 of the supplemental presentation, over $1.6 trillion of corporate investments across AI, manufacturing, shipping and logistics, and energy have been announced in calendar 2025. Commencement of even a handful of the related mega projects could provide a meaningful catalyst for rebar consumption in the months or quarters ahead.

Moving on to profitability, we experienced a good sequential recovery in North American steel product metal margins during the quarter. Long steel pricing rebounded earlier in the calendar year on the back of a rising scrap market, and we have been able to maintain these higher levels even as scrap pricing declined significantly in April and May. We exited the quarter at a much higher margin level than we entered, and given good seasonal demand and a favorable trade backdrop, we expect to further expand margins through the fourth quarter. Before I move on to our other segments, I would like to briefly address the potential impact of tariffs on our business in North America.

On the supply side, we are benefiting from a reduced level of steel imports into the domestic market as a result of the elimination of previous Section 232 exemptions and, subsequent to the quarter end, an increase of the effective levy rate to 50%. While we do not know how long these policies will remain in effect, they should support steel pricing for their duration. On the demand side, we would separate the effect of the tariffs into near-term observed impacts and longer-term expected impacts. In the near term, as already mentioned, there is increased uncertainty causing delays in some projects not under contract. From a longer-term perspective, we see tariffs as a single component of a broader program that includes changes to tax, regulatory, energy, and trade policy aimed at stimulating domestic investment, which could meaningfully benefit construction activity.

With regards to operating costs, we anticipate the impact of tariffs to be modest, as we source primarily from domestic suppliers. The impact on capital costs should also be modest. In the case of Steel West Virginia, our largest capital project, almost all of the imported equipment is already in the U.S. I want to publicly thank our very capable procurement team for all of their efforts over the last two and a half months. They were able to quickly digest and analyze each tariff twist and turn, providing management with a clear understanding of the implications. While on the topic of trade, you may have already seen that an important trade case was filed with the U.S. International Trade Commission two weeks ago by a coalition of domestic rebar producers. The petition alleges exporters located in Algeria, Bulgaria, Egypt, and Vietnam are guilty of dumping material into the U.S.

market and should be subject to corrective duties ranging from 25% to over 160%. Preliminary rulings on the countervailing and anti-dumping complaints are due August 28th and November 11th, respectively. Business conditions for our emerging businesses group are similar to those of our North America steel group, given a high degree of market overlap. During the quarter, we continue to see good levels of pipeline activity in the U.S., demonstrated by healthy quoting rates and reports that engineers remain busy planning and designing projects. That being said, we are seeing some hesitation among project owners to award new contracts and have experienced select project start delays. Again, similar to our North America steel group, this is not a new dynamic.

One attractive element of the EBG segment is the fact that our solutions are currently under-penetrated in the market, which provides significant opportunities for growth as we drive product adoption in addition to market expansion. In our key proprietary products, we are winning share through a strong value proposition while maintaining solid margins. During the quarter, shipments increased on a year-over-year basis for each of our primary proprietary offerings, including our InterAx Geogrid, GalvaBar, ChromaX, and CryoSteel reinforcing solutions, as well as CMC Anchoring Systems. This is a strong indication that customers see the clear benefits these products bring to the job site. For example, our latest Geogrid solution is able to reduce construction costs, duration, and labor usage, as well as CO2 emissions while extending the life of the asset being constructed.

Our performance reinforcing steels make construction in difficult environments possible and are used where standard materials will fail. The lineup we offer reaches a broad spectrum of critical applications and generally features greater versatility and lower costs than competing products. We remain confident that the combination of further product adoption and attractive end market exposures positions our emerging businesses group to achieve a consistent organic growth rate in the mid-single digits and EBITDA margins in the high teens. Shifting gears to our Europe Steel Group, conditions continue to improve at a moderate pace compared to recent periods, largely as a function of reduced import flows of long steel products and growing demand from construction and markets. Better balance in the steel market provided space for our team to increase shipments to the highest level in nearly two years and capitalize on expanded metal margins.

Compared to the December low, metal margins in May were over $40 per ton higher, a clear demonstration of improved business conditions. We believe margins should hold their recent gains in the months ahead. This view incorporates some pickup in import activity, which has begun to occur for certain products. Next, I would like to provide an update on the execution of CMC's strategic plan. As we have stated previously, the goal of our strategy is to drive meaningful and permanent improvements to margins, cash flows, and returns while reducing the volatility of our business. We are pursuing this objective along three paths: excellence in all we do, value-accretive organic growth, and capability-enhancing inorganic growth.

Each path represents significant opportunity for CMC, and the successful execution of all three will be game-changing in terms of the returns we generate on investment, the size of our company, and ultimately the value we create for investors. Taking each strategic effort in turn, I'll start with excellence in all we do. We have discussed this publicly as our Transform, Advance, and Grow, or TAG, program to drive operational and commercial excellence, but it is more than that. Being excellent also means investing in our people to ensure CMC has the world-class team needed to execute all facets of our strategy and excel on a day-to-day basis. Focusing in on TAG, I am pleased with the early success we have achieved during the first three quarters of execution. Benefits have exceeded our targets, and we are confident in the program's potential to drive notable improvement to CMC's financial metrics.

As outlined on slide 6, we expect our TAG efforts to yield approximately $50 million of EBITDA benefit in fiscal year 2025 relative to a fiscal year 2024 baseline. Looking ahead, we believe that initiatives we are now executing against will provide annual run rate EBITDA benefits of over $100 million when fully realized. These numbers are impactful but do not capture the full scope of TAG benefits we have planned. We are just getting started, and we'll share more information and update our financial targets as the program progresses. These TAG initiatives should help support higher EBITDA and through-the-cycle margins for our business with only modest amounts of incremental capital.

Our next strategic path to discuss is value-accretive organic growth, which should represent a meaningful source of new earnings and cash flow over the next several years, particularly as our Arizona 2 and Steel West Virginia mill investments reach full operations. We remain confident in the long-term success of both micro mill projects and expect a combined incremental EBITDA contribution of over $150 million compared to current levels. I would note that capital expenditures for both facilities are reflected in our capital base, which has hindered CMC's return on invested capital over the last several quarters. Achieving targeted run rate profitability for these two investments would improve our ROIC by approximately 150 basis points, all else equal. Importantly, we anticipate the completion of our Steel West Virginia micro mill will conclude CMC's investments in new steelmaking capacity.

With West Virginia in our footprint, CMC will operate a highly flexible manufacturing network featuring excellent geographical and product coverage and have no need of additional production capabilities for the foreseeable future. This best-in-class network is highly cash-generative and allows us to invest for growth in other attractive areas of the business. Beyond our mills, we are making investments to meet customer demand and strengthen our core offerings by growing our capabilities in more specialized solutions, particularly within our EBG segment. These undertakings include the expansion of CMC's post-tension cable production, adding a second GalvaBar coating line, and increasing Geogrid manufacturing capacity. These investments and others like them require significantly less capital than our traditional steel business but generate high returns on capital and strong cash flows. We are making good progress on these projects and expect each of them to be placed into service over the next 18 months.

On the inorganic front, we remain interested in entering attractive adjacencies for our business where we believe we have an opportunity to offer immediate value given CMC's current customer knowledge, market positioning, operational capabilities, and the ability to win. We are targeting segments of the $150 billion early-stage construction market that touch the types of projects we are already servicing and feature higher, more stable margins. We anticipate these adjacent markets will also benefit from the mega trends that are expected to drive construction activity for years to come. To give you a better understanding of the types of assets we would consider, I'd like to share some high-level criteria we are using to evaluate inorganic opportunities. First, we won't stress the balance sheet and will maintain a net debt-to-EBITDA ratio below two times.

The ideal target is likely within a valuation range of $500 million-$750 million, which is appropriately sized from an integration, financial, and risk perspective. We want to establish a scalable business platform that offers increasing synergies as it grows, and it should have a high degree of geographical overlap with CMC's existing operations. Financially, we are looking for businesses with EBITDA margins above 20% and free cash flow conversion above current CMC levels. Targets fitting this criteria exist in attractive markets, and we will continue to prudently evaluate each opportunity. With that, I will turn it over to Paul. Thank you, Peter, and good morning to everyone on the call.

As noted earlier, we reported fiscal third quarter 2025 net earnings of $83.1 million, or $0.73 per diluted share, compared to net earnings of $119.4 million and net earnings per diluted share of $1.02 in the prior year period. Excluding estimated net after-tax charges of approximately $1.3 million, adjusted earnings for the quarter totaled $84.4 million, or $0.74 per diluted share, compared to $119.6 million or $1.02 per diluted share, respectively, in the prior year period. These adjustments consisted of a $3.8 million pre-tax expense for interest on the judgment amount associated with the previously disclosed Pacific Steel Group litigation, as well as a benefit from the settlement of a new market tax credit transaction. Consolidated core EBITDA was $204.1 million for the third quarter of 2025, representing a decline from the $256.1 million generated during the prior year period.

Slide 12 of the supplemental presentation illustrates the year-to-year changes in CMC's quarterly financial performance. Profitability at our North American Steel Group was negatively impacted by lower margins over scrap, while adjusted EBITDA at both our Europe Steel Group and Emerging Business Group increased compared to the third quarter of 2024. Consolidated core EBITDA margin of 10.1% compared to 12.3% in the prior year period. CMC's North American Steel Group generated adjusted EBITDA of $186 million for the quarter, equal to $161 per ton of finished steel shipped. Segment adjusted EBITDA decreased 24% compared to the prior year period, driven primarily by lower margin over scrap costs on steel and downstream products. North American Steel Group adjusted EBITDA margin of 11.9% compares to 14.7% in the third quarter of 2024.

Segment results improved on a sequential quarter basis as steel product margins expanded from their recent lows, and we experienced normal seasonal strength in volumes. As Peter mentioned, we believe our fiscal second quarter represented the trough for our financial performance, and we see improving volume and margin conditions ahead as we move through the 2025 construction season. It is important to note that we exited the third quarter at a steel product metal margin of $518 per ton, which is $19 per ton higher than the quarter average. The combination of this higher exit rate, additional scrap cost reductions flowing through, and selling price increases should result in further metal margin expansion during the fourth quarter. Segment results benefited also from a number of TAG initiatives, including scrap optimization, alloy consumption reduction, process yield improvements, and logistics optimization.

In recent quarters, we have reported unrealized losses related to our hedging positions in copper derivatives. The impact of these positions on the third quarter was not material. As indicated earlier, demand for long steel products was resilient during the quarter. Average daily shipments of finished steel increased by 3.2% compared to a year ago, while combined daily rebar shipments from CMC's mill and downstream operations grew by approximately 1.3%. The Emerging Business Group third quarter net sales of $197.5 million increased by 4.7% on a year-over-year basis, while adjusted EBITDA of $40.9 million increased by 7%. The improvement was largely driven by strong demand for proprietary products within CMC's Performance Reinforcing Steel division. This business has had success in penetrating several major infrastructure projects requiring enhanced lifespan, strength, and corrosion-resistant characteristics.

A higher mix of sales from performance-reinforcing steel within EBG's total sales, as well as continued adoption of Tensar's latest Geogrid solutions, led to a 40 basis point improvement in adjusted EBITDA margin compared to the third quarter of fiscal 2024. Financial performance of CMC's Tensar division was down modestly from a year ago due to delays in certain projects. However, I would note that the pipeline of Tensar remains solid, and we expect to reestablish growth on a year-over-year basis in the fourth quarter. Adjusted EBITDA for the Construction Services and CMC Impact Metals divisions were little changed from a year ago. It is also worth noting that following several challenging quarters for Impact's core truck and trailer market, conditions have stabilized and are beginning to show early signs of recovery.

Turning to slide 15 of the supplemental deck, our Europe Steel Group reported adjusted EBITDA of $3.6 million for the third quarter of 2025, compared to a loss of $4.2 million in the prior year period. The improvement was driven by ongoing cost management efforts and a robust increase in shipment volumes. Similar to recent quarters, the team in Poland continued to drive efficiency gains throughout the operations, with success in nearly every major cost category, including the labor actions discussed last quarter, consumable usage, maintenance, and overhead. These efforts have allowed the Europe Steel Group to remain roughly cash flow break-even within a challenging market backdrop. Most of these improvements are permanent in nature and set us up well to capitalize on a market recovery. As Peter mentioned, during the quarter, we saw continued demand growth and a pullback in the levels of long steel imports into Poland.

The combination of these two factors provided CMC the opportunity to achieve stronger shipping volumes. Moving to the balance sheet, as of May 31, cash and cash equivalents totaled $893 million. In addition, we had approximately $834 million of availability under our credit and accounts receivable facilities, bringing total liquidity to just over $1.7 billion. Our cash position was augmented by the successful issuance of $150 million of tax-exempt bonds connected to CMC's Steel West Virginia project. This financing was raised in conjunction with the West Virginia Economic Development Authority and was priced at a very attractive rate of 4.625%. During the quarter, we generated $154.4 million of cash from operating activities, which included a $19.7 million usage of cash for working capital. Capital expenditures of $89.5 million were largely driven by construction activity related to our Steel West Virginia micromill project.

At quarter end, CMC's leverage and liquidity metrics remained very attractive. We believe our robust balance sheet and overall financial strength provide us the flexibility to finance our strategic organic growth projects and pursue opportunistic M&A while continuing to return cash to shareholders. Turning to CMC's fiscal 2025 capital spending outlook, we now expect to invest between $425 million and $475 million in total. This is down from our previous guidance of between $550 million and $600 million, with a reduction related to the timing of certain expenditures at CMC's West Virginia project that have been delayed due to two primary factors. The first factor relates to the pursuit and attainment of available tax credits under the Inflation Reduction Act, which is expected to yield net benefits of approximately $80 million.

To obtain these credits, CMC had to meet several criteria, causing us to temporarily slow construction as we evaluated contracts and vendor arrangements. The second factor is the impact of weather delays incurred at the site. We have lost around 70 days of construction. Based on updated project schedule, we expect to begin melt shop production during the spring of calendar 2026. As outlined on past earnings calls, CMC targets a prudent and balanced approach to capital allocation. Our first priority is value-accretive growth that furthers our strategy and strengthens our business. Coming in a close second is providing our shareholders with an attractive level of cash distributions in the form of both dividends and share repurchases. To this end, CMC returned approximately $71 million to our shareholders during the third quarter. CMC repurchased approximately 1.1 million shares at an average price of $45.30 per share.

As of May 31, we had $254.9 million available for repurchase under the current authorization. This concludes my remarks, and I'll now turn it back to Peter for additional comments on CMC's financial outlook.

Thank you, Paul. 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 a 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 a recently signed Polish legislation that divided payments related to calendar 2024 energy cost rebates into two tranches. We will receive the second tranche related to the calendar 2024 credit during 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. I am confident in CMC's long-term outlook and continue to believe in our ability to generate significant value for our shareholders. We are executing on several strategic initiatives, which we believe will deliver meaningful and sustained enhancements to our margins, cash flow, 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, completing value-accretive organic growth projects and adding complementary early-stage construction solutions that provide attractive new growth platforms. Taken together, we believe these efforts will position our company to take full advantage of powerful structural trends in the domestic construction market for years to come.

I would like to conclude by thanking our customers for their trust and confidence in CMC and all of our employees for delivering yet another quarter of very solid safety and operational performance.

Speaker 7

Thank you. At this time, we will now open the call to questions. To ask a question, you may press star then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star then two. We ask that you limit yourselves to one question and one follow-up. At this time, we will pause momentarily to assemble our roster. Your first question comes from Satish Kasanathan with Bank of America. Please go ahead.

Speaker 3

Yeah, hi. Good morning. Thanks for taking my questions. My first question is on the steel product volumes in the North American segment. It seems the steel product volumes were only up like 7% sequentially in the third quarter versus the typical seasonal pickup of like 10-15%. Can you please talk about what drove that? Is it timing of shipments, or did you see impact related to the outages that you had in the third quarter? As a follow-up, how should we think about the fourth quarter volumes for the segment, both for steel products as well as downstream products? Thank you.

Speaker 5

Thanks, Satish. Appreciate the question. It's a good one. I just want to put out there that overall, we are pleased with our Q3 performance in North America, but it wasn't our best performance. We had some outages late in the quarter. Coming out of those outages, you know there's always some challenges associated with that. We didn't come out of those outages as well as we could have. As a consequence, we ended up not having the production that we were aiming for. We ended up with lower inventories and consequently higher costs. That, together with the impact of the flow-through of scrap timing in our results, more than explains the myths in the North American Steel Group in terms of shipment volumes and in terms of profitability relative to the consensus out there.

I think the bottom line is that we're a company of great operators. We've kind of circled back on each of these situations. We understand exactly what happened, and we're set for a strong fourth quarter. We feel very good about where we are. In terms of fourth quarter volumes, I think you can expect them to be flattish to slightly up from where we are in the third quarter. The volume should follow a normal seasonal trend.

Speaker 6

Satish, the only thing I would add is when we talk about finished steel tons, we combine steel products and downstream products because essentially all those are coming off the mills, whether it is through directly to mill customers or to our own customers through the downstream sales. Those were up 10% in alignment with normal volume trends between Q2 and Q3.

Speaker 3

Yeah, understood. Thank you. Maybe my second question is on the U.S. rebar pricing. We saw mills announce a $60 price hike recently. Are you seeing prices gaining traction, and do you see further room for additional price hikes given where the import offers are? Thank you.

Speaker 5

Yeah, it's a great question. I want to just start by saying we don't talk directly about price, but I will make a few comments around this one. Look, as a company, we are in pursuit of commercial excellence. And what I mean by that is value over volume. We've said that on prior calls, and it's a maniacal focus for our company. In the context of the current situation, there's a balance that we have to strike. It's a balance between creating the best value for CMC and generating a good return on the sales that we're making. And secondly, balancing what's right for the customer. And thirdly, incentivizing Buy America. So we think we struck the right balance in coming up with the move that we made. This is something that we evaluate on a regular basis.

We're going to continue to monitor it, and we'll make adjustments as appropriate.

Speaker 3

Okay. Thank you. Good luck for the fourth quarter.

Speaker 5

Thank you, Satish.

Speaker 7

Your next question comes from Tristan Gresser with BNP Paribas. Please go ahead.

Speaker 1

Yes, hi. Thank you for taking my questions. The first one just on volumes as well. If you could provide us maybe an update on Arizona 2, the average utilization rate for this quarter, and maybe the target for the next fiscal year. If I understand your comment correctly about the plus $150 million EBITDA improvement, would that mean that the facility is currently still at break-even?

Speaker 5

Yeah, absolutely. On Arizona II, we made very good progress during the quarter, and I'm pleased with what the team has done. We organized what we call internally a blitz. The blitz was really a combination of resources internally and externally to kind of drive the business to generate or to prove that it can operate where we think it can operate and that it can do so in a reliable way. I would say that the equipment is, we're most of the way through kind of our confidence in the equipment, and we have a good line of sight to be able to say that we are fully through the equipment issues that we've had. I'm also really pleased with the fact that we got our MBQ up to a run rate where we're producing 75% of the SKUs by volume at the plant.

Remember, this is the first plant ever to produce Merchant Bar Quality products. As we exit the year from where we sit today, we think we're going to be exiting at around 70-75% utilization. I know that's a little bit below what we said before, but I think given some of the challenges we've had and the focus that we put on the merchant-bar market, it makes sense to come out where we are. We are confident that we can get the rest of the way there in early 2026. I would also say that we do expect to have a profit in the fourth quarter at Arizona 2. All in all, good progress. We're working extremely hard, and I'm really proud of the job the team has done to get to where we are.

Speaker 1

All right. That's very clear. Maybe the targeted mix for next year, do you expect to still be a very MBQ-driven mix, or what would be the right way to think about it versus rebar?

Speaker 5

Yeah, I think that's going to merge with the market conditions. As you know, the capacity of the plant is 500,000 tons, and our original plan was to make 350,000 of rebar and 150,000 of merchant bar. I'd say kind of ordinary market conditions permitting that that's still our plan. Again, what's nice about this mill is that we have the flexibility to adjust to market conditions. If the rebar market's a little bit softer or the MBQ market's a little bit softer, we can adjust one way or the other to accommodate that.

Speaker 1

All right. That's very clear. Maybe one last question just on West Virginia. I just wanted to confirm that the ramp, I'm not sure I understood correctly, has been delayed by six months. It's planned for the summer next year. I understand you explained it with the tax rebate and some weather issues. Has some part of that decision also been driven by maybe a less robust near-term outlook? I mean, when you look at domestic supply, you have two new mills ramping up in Q3, Q4 calendar, and demand is not particularly great. Has that had any impact in your decision there? Also, given the push, how should we think about maybe CapEx for next year that would be helpful next fiscal year? Thank you.

Speaker 5

Yeah. I'll let Paul take the CapEx question. Let me first start out on West Virginia. Timing, we've said first half. We're going to start, there's a cold commissioning phase, there's a hot commissioning phase. We're going to be doing the hot commissioning phase kind of in the first half of the year. The timing on this is really, it's a good thing that we came across this 48C thing. The team did a phenomenal job in getting this grant from the Department of Energy, and it was worth waiting for this. What we needed to do, what caused the delay was we needed to work through some of our processes internally to make sure that we could comply with the Department of Energy requirements. As a consequence, we're getting $80 million towards this project. What's the benefit of that?

It reduces the net capital that we put into the project and therefore helps us drive higher returns. Hopefully, you're seeing a consistent pattern here of our focus is on changing the return profile of the company. In getting a grant like this, it absolutely helps us do this. The timing has nothing to do with the conditions in the market. We are actually quite optimistic about market conditions. There's a lot of uncertainty out there today, but we believe that kind of things are going to stabilize. In the stabilization of things, you're going to see emerge the demand for our rebar products, our merchant-bar products that's consistent with what we've been saying for the last several quarters.

You've got some mega trends in whether it's infrastructure, reshoring, energy transition, all of which we talked about that I think are going to drive demand, and we're going to be ready to receive it.

Speaker 6

Let me just add to Peter's comment around the investment tax credit. The project qualified for the tax credit under the IRA, and there's been no concern around this type of credit being clawed back. The credit could be either a 6% credit or a 30% credit. The magnitude of the difference is significant. That's why we paused the contracting of work to ensure that we contracted in such a way to comply with the requirements of attaining the higher rate. We're now confident that we will, in fact, get that higher rate credit. That will provide, as we said in the prepared remarks, a net $80 million benefit to us next year.

With the delays, we've spoken many times around our expectation of normal ongoing CapEx, and that's going to be sort of maintenance plus core, smaller organic growth in the $250 million range. We would expect around $300 million associated to West Virginia next year. As it looks right now, our CapEx for West Virginia or for total for CMC will be in the $550 million range for next year.

Speaker 1

All right. Thanks a lot.

Speaker 6

Thanks, Tristan.

Speaker 5

Tristan.

Speaker 7

Your next question comes from Katja Jancic with BMO Capital Markets. Please go ahead.

Speaker 1

Hi. Thank you for taking my questions. Maybe starting on the inorganic growth, Peter, you mentioned that the ideal transaction value would be somewhere between $500 million-$750 million. Can you talk a little bit about what type of multiples would be attached to that?

Speaker 5

Yep. Great question, Katya. Thank you very much. It depends based on the asset that we're looking at. What I would say is that the multiples generally for these businesses are higher than what CMC trades at. I want to make a couple of points about that because I think this is really important. One is the multiples for those businesses are higher because they're worth it. What I mean by that is these are companies that have higher margins, better cash flow characteristics because they're lower capital intensity, and in most cases, some growth to them given some of the market trends that they're responding to. I do think that the businesses are worth the higher multiples that we may have to pay in this situation.

The other thing that I think is really important when we talk about inorganic, and I know it was not directly your question, but I am going to throw it out there, is that we are going to be very disciplined about our inorganic growth, and particularly recognizing that we are paying higher multiples for some of these businesses. The discipline that we are going to hold ourselves to is that over a reasonable amount of time, say three, four years, we are going to bring the effective multiple that we pay down to our multiple, down to CMC's multiple. That is going to happen through a combination of synergies that we might bring to the table and growth. If we can do that, we will create significant value in those acquisitions.

That assumes zero multiple expansion for CMC, which as we grow the portfolio of these value-added businesses, theoretically, we should enjoy some multiple expansion. I know that's beyond what you asked, but I wanted to get it out on the table because I think it's important that everyone understands that.

Speaker 8

No, that's excellent. Thank you for that. Maybe just as a follow-up, when you look at the current pipeline, how does it look? Do you have any—I know this is hard to answer or impossible, but is there any timeline on when you could complete a deal of this size?

Speaker 5

Yep. Good question. Thank you. The pipeline is good. I would say there are a number of different businesses that we've been looking at, and there are kind of processes that we are engaged in right now. Some of them are quite mature. Some of them are really just starting. I would say, in general, these processes are moving slower given some of the uncertainty in the market, but they are moving forward. We've done a lot of work. I think we, as a company, we know what we want to do. This is really a matter of kind of matching terms with a seller on terms that are acceptable to us, and then we'll be ready to proceed. We're ready. As you say, it is hard to call the exact timing, but I would say we're ready.

Speaker 8

Perfect. Thank you so much.

Speaker 5

Thank you, Katya.

Speaker 7

Your next question comes from Phil Gibbs with KeyBanc Capital Markets. Please go ahead.

Speaker 0

Hey, good morning.

Speaker 5

Hey, Phil.

Speaker 0

Phil. You outlined a $28 million credit for Europe in the fourth quarter and essentially said there was likely to be more in the first quarter. Can we have an idea of what that may be?

Speaker 5

Yeah. What this is, is that our team in Poland, again, this is just another example of the great job that they do. They get the CO2 credit annually. The CO2 credit typically pays out with an 11-month lag. That is why we get it in November, which is obviously in our Q1. Through the good efforts of the team in Poland, what we have been able to do is to get this changed so that the payments will now be split in two. The first payment in an ordinary year, this year it will be in July, but in an ordinary year, it will be paid in May, will be 60% of the CO2 credit. The balance will continue to be paid in November. That will be the remaining 40%.

What we are seeing in the first early installment, which will, again, as I said, be paid in July, is the $28 million, which is 60%. We are assuming it is kind of staying consistent with last year's CO2 credit, which, as you know, that CO2 credit will vary depending on the cost of CO2 embedded in the energy cost.

Speaker 6

I guess the key is we anticipate that each fiscal year we'll receive one year's worth of CO2 credits into the future, split into two installments, with the difference being essentially a catch-up that we'll get this year, which we'll get the extra payment in fiscal 2025.

Speaker 0

Okay. So we're likely to get $15 million-$20 million in Q1, and there's likely to be some then paid in the fourth quarter of 2026?

Speaker 6

Third or fourth quarter, yes.

Speaker 0

That's right. Okay.

Speaker 5

May's the technical timeline for payment.

Speaker 0

Okay. With regards to the CapEx number you gave for next year, Paul, the $550, was that a gross number, meaning before the $80 million you outlined, or was that after the $80 million?

Speaker 6

That is gross. We would expect gross CapEx in the $550 million range, the benefit of the tax credit to be $80 million to CMC, and then other incentives will probably be in the $20 million-$25 million range that we will receive as well.

Speaker 0

Okay. So roughly $450 net. Are you getting anything in the fourth quarter of this year?

Speaker 6

We will probably get—it's all timing—we'll likely get a $25 million credit in the fourth quarter as well.

Speaker 0

Okay. In addition to the $100-$105 that you outlined?

Speaker 6

That's right.

Speaker 0

Okay. The last one here is the timing of the startup of the West Virginia mill. Sounds like it is mid-calendar 2026, so the startup cost associated with that mill will be largely back-end loaded, very back-end loaded, I guess, for next year or fiscal year?

Speaker 5

Yeah. I think that's a fair assumption.

Speaker 6

Yeah. We'll carry some team as we start to employ people throughout the year, but similar to other mill startups that we've had.

Speaker 0

Is there any CapEx from West Virginia then because of the slight delay that get moved into 2027?

Speaker 6

Relatively small amounts.

Speaker 0

Okay. Appreciate all that color. Thanks, guys.

Speaker 5

Thanks, Phil.

Speaker 7

Your next question comes from Bill Peterson with JPMorgan. Please go ahead.

Speaker 2

Hi, good morning, and thanks for sneaking me in. On Europe, the fiscal third quarter saw a diversion between rebar and MBQ sequentially. Should we think of this reversing in the fourth fiscal quarter? I guess, how should we think about overall shipments directionally?

Speaker 5

You're saying in Europe?

Speaker 2

Yes.

Speaker 5

In Europe, yeah. We expect shipments in Europe to continue at a strong pace in the fourth quarter. I think you were also asking about the mix of MBQ and rebar, and we expect MBQ shipments to be strong in the fourth quarter. We've done a lot of work on mix there based on where the profitability is, back to the kind of commercial excellence story that I was telling before. We're really focused on optimizing our mix to the products where the best margin is. This year, that's been MBQ.

Speaker 6

We're seeing a lot of projects come to market, certainly starting to see initial benefits of some of the EU money that is coming into the marketplace. We are expecting some increase in volume in the fourth quarter, which really is similar to a seasonal uptick in fourth quarter volumes that the EU marketplace sees.

Speaker 5

Just to put a little bit more color on what Paul's saying, the picture in Europe does appear to be getting better. Let me talk about a couple of different fronts. One is, in Poland, the economy obviously continues to chug along very nicely there, but the government's now put in place a new infrastructure spending program. When you kind of look at that by the projects that they are going to be investing in, we are talking about hundreds of thousands of tons over the next couple of years. That is going to be a nice shot in the arm. You may have also read articles about Poland's first nuclear power plant is going to be built. This is maybe a little bit lagged in terms of timing. It is probably going to start construction, my guess would be in 2027.

Again, that's going to be a big consumer of rebar. To Paul's point, you've got recovery and resilience funding going on. The other thing that I think is really important to note is it appears that things are moving nicely in Germany. Last time, we talked about the fact that there's the infrastructure bill, the EUR 500 billion, excuse me, infrastructure bill, and the lifting of the cap on spending on defense. Chancellor Merz has been very strong in his statements about the case of defense spending. We need to do whatever it takes. In the case of the economy, getting the economy back on track, our understanding is that he's making a really strong push on infrastructure spending and stimulus to some of the segments of non-residential spending.

As a consequence, what we were saying, I think on the last call, was we expected we'd see that in kind of the mid to back part of 2026. We've heard discussions recently that suggest that we could start seeing some of that as early as the fourth calendar quarter of 2025 and into the early part of 2026. Again, we need to see it on the ground, but I just pointed it out because there are reasons for optimism in Europe.

Speaker 2

Yeah. Great. Thanks for that. I realize you don't want to be precise around pricing, but in terms of the backlog, I think last quarter you mentioned that project awards were benefiting from higher prices. How should we think about when that shows up? Are prices for, I guess, what's entering the backlog now higher than existing prices that are in the backlog?

Speaker 5

Yeah. You're talking about on the fabrication side.

Speaker 2

Correct.

Speaker 5

Yeah. What I'd say on that, thanks for the question. It's a great question. Q3 was competitive, and we saw the booking prices continue to slide during the quarter. As we go into Q4, we expect that we're going to see that turn, and the booking prices are going to start to increase in sympathy with the move in rebar prices. That's typically the way it flows. I want to just take a minute here to really highlight the great job that our fabrication team across the company has done in this market environment. It's really important because they are taking this business, and they are helping us make it even better than it is today. There are three things that I want to point out here that I'm really optimistic about.

One is through TAG and operational excellence, a lot of new initiatives are coming in the fabrication business, and we see opportunity for that business to be stronger. Secondly, they are absolutely paying attention to our mantra of value over volume. What we're seeing is we are seeing our rebar fab guys walk away from jobs where it does not make sense because we cannot generate a return on the investment that we have. I am super proud of the discipline, the market discipline that the team's showing. The third thing that I want to really compliment them on is addressing some of the duration risk in this business. Those of you that have been following us for a long time know that we do take duration risk in this business, and it can lead to periods where the fabrication business is less or not profitable.

I'm pleased to say that by focusing on this duration risk, and by that, I mean insisting that we have proper escalators to compensate us for the duration risk we're taking, we are making this business a better business. I think a great source of evidence of that is the fact that we will go through the trough of this cycle in fabrication and be a profitable business. Our goal is that we're going to increase that bar. We're going to raise that bar over time and make this a better business. Look, this is something—and again, I'm sorry, I know you didn't ask for all this, but I think it's really important, and I'm super proud of our team. This is not something that's going to happen overnight, but I think it's going to help this business be better over time.

Thanks for the question.

Speaker 2

Thanks for sharing the additional insights.

Speaker 7

Your next question comes from Mike Harris with Goldman Sachs. Please go ahead.

Speaker 4

Yeah. Thanks, guys, for squeezing me in. I guess just given your strong financial position, why did you buy back more shares during the third quarter? Maybe speak to how we should think about the cadence of repurchases going forward, considering it looks like you've averaged roughly $50 million per quarter in repurchases since maybe the second fiscal quarter of 2024?

Speaker 5

Yep. Good question. I'll start, and then I'll let Paul jump in on this. Look, we do have a strong financial position. We're also kind of working on some strategic initiatives around growth. One of the things that's absolutely critical to us is that we maintain a strong financial position while we grow. As we kind of understand where we're going from a growth perspective, I think that will help reorient us in terms of what we have the capacity to do on the share repurchase side. Maybe Paul can pick up from there.

Speaker 6

Yeah. I think we've stated our capital allocation priorities. Clearly, number one is growth, and most recently, that's been through the organic growth side. As Peter outlined, we have aspirations in the inorganic. Beyond that, we also have stated repeatedly a balanced approach to capital allocation, citing a commitment to return attractive levels of cash to shareholders. We announced the buyback program in January of 2024 and said our plans were to execute that over a period of two to three years. That's the course that we're on, and we don't see any change in the execution of our commitment on that.

Speaker 4

Okay. Thanks for the color, guys. I'll stop there in the interest of time.

Speaker 5

Thanks, Mike.

Speaker 7

At this time, there appears to be no further questions. Mr. Matt, I'll now turn the call back over to you.

Speaker 5

Thank you. Just a few concluding remarks from me. At CMC, we remain confident that our best days are ahead. The combination of the structural demand trends we have noted, operational and commercial excellence initiatives to strengthen our through-the-cycle performance, and value accretive growth opportunities create an exciting future for our company. We are committed to a balanced capital allocation strategy that includes investments in our company's future and a return of capital to our shareholders. Thank you for joining us on today's conference call. We look forward to speaking with many of you during our investor calls and meetings in the coming days and weeks. Thank you.

Speaker 7

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.