Commercial Metals Company · NYSE:CMC
Commercial Metals — Merger or Acquisition (October 2025)
22 slides from Commercial Metals's merger presentation, Oct 16, 2025
Slide 1: CMC Announces Acquisition of Foley Products Company (Foley)
Exhibit 99.2 CMC Announces Acquisition of Foley Products Company (Foley) October 2025
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the federal securities laws with respect to the proposed acquisitions of Concrete Pipe & Precast ( CP&P ) and Foley Products Company ( Foley ) and the timing thereof, the ability to obtain regulato
Slide 3: Financial Information of CP&P and Foley; Pro Forma and Combined Company Measures
Financial Information of CP&P and Foley; Pro Forma and Combined Company Measures This presentation contains unaudited financial information about CP&P and Foley, some of which reflects preliminary estimates and forecasts based on currently available information and management estimates. This present
Slide 4: Compelling, Transformative Transaction
Compelling, Transformative Transaction Provides immediate platform scale in a strategically attractive industry Unique opportunity to acquire, and build a platform around, a best-in-class company Meaningful synergy opportunities with CP&P; ability to apply best practices will create a value engine f
Slide 5: Overview of Foley Products Company (Foley)
Overview of Foley Products Company (Foley) 18 9 #1 ~$180M 40% + 1 2 2 plants core states served in core geographies EBITDA EBITDA margin Foley plant locations • Leading supplier of concrete precast and pipe products in the Southeastern U.S., with additional presence in the Western U.S. • One-stop sh
Slide 6: Precast is an Attractive Opportunity with Favorable Industry Dynamics
Precast is an Attractive Opportunity with Favorable Industry Dynamics Large and Growing Market Powerful Structural Tailwinds Strong Financial Characteristics Precast share of U.S. concrete market Fragmented industry with attractive $30 billion 5% to 7% margin and cash flow profile; good U.S. total F
Slide 7: Expands CMC's Role on Job-Site and Improves Customer Value Proposition
Expands CMC’s Role on Job-Site and Improves Customer Value Proposition Precast solutions put CMC on the job-site earlier and expand our participation and influence on projects 1 4 REBAR FABRICATION FOUNDATION IMPROVEMENT The nation’s leading rebar fabricator, capable of solving SOLUTIONS customer ne
Slide 8: In Combination with CP&P, Provides Immediate Platform Scale
In Combination with CP&P, Provides Immediate Platform Scale INDUSTRY-LEADING Incremental Accretion to CMC Annualized PRODUCT OFFERING Annualized EBITDA Core EBITDA Margin In the United 1 #3 States ~$250 +2.1 1 3 In the Southeast 2 percentage points million #1 Plants 35 Composition of Operating Segme
Slide 9: Acquiring a Best-in-Class Operator
Foley has built enduring competitive advantages through a comprehensive product offering Acquiring a Best-in-Class Operator and support services that customers value, matched with an industry-leading cost structure 2 Foley has industry leading profit and cash flow capabilities Unsurpassed product po
Slide 10: Meaningful Synergy Opportunities Exist Across Combined Precast Platform
Meaningful Synergy Opportunities Exist Across Combined Precast Platform Contiguous footprint across the Mid-Atlantic and Southeast Synergies are meaningful with potential for additional upside Precast EBITDA In combination, the announced transactions should with Synergies generate $30 million to $40
Slide 11: High Geographical Overlap with CMC Maximizes Value Levers
High Geographical Overlap with CMC Maximizes Value Levers High geographical overlap helps to fully utilize CMC’s capabilities and maximize the effectiveness of value levers In most cases, the distance from a CMC plant to a precast facility is less than 100 miles, maximizing the opportunity to coordi
Slide 12: Transformative to CMC's Financial Profile
Transformative to CMC’s Financial Profile Precast concrete pricing, and related cost inputs, are less volatile than steel Precast PPI, Concrete PPI vs. U.S. 2 Domestic Rebar Benchmark Price Contribution to CMC Operating Segment Adjusted EBITDA (Indexed to December 2005) Precast Pro Forma Contributio
Slide 13: Strong Free Cash Flow Generation Provides Clear Path to Deleveraging
Strong Free Cash Flow Generation Provides Clear Path to Track Record of Deleveraging Post-Transaction: The Gerdau Rebar Asset Acquisition Deleveraging CMC levered up to complete the strategically important acquisition of Gerdau’s U.S. rebar assets. The acquisitions of Foley and CP&P will be partiall
Slide 14: Financially Attractive Transaction for Best-in-Class Company
Financially Attractive Transaction for Best-in-Class Company Transaction Valuation and Margin Comparisons TEV / EBITDA Multiple EBITDA Margins (Foley and CP&P on CY 2025E, sector peers reflect a two-year average Average of last two fiscal years of TEV multiple of next 12-month EBITDA consensus estim
Slide 15: Key Transaction Parameters
Key Transaction Parameters • Purchase price of $1.84 billion on a debt-free, cash-free basis Purchase Price • Subject to customary working capital adjustment • 2025E EBITDA multiple of 10.3x; effective multiple reduced to ~9.2x by cash tax benefit • Estimated at approximately $25 million to $30 mill
Slide 16: CMC: An Industry Leader Expanding Its Reach
CMC: An Industry Leader Expanding Its Reach Leading solutions provider to early-stage construction markets with unique portfolio to meet the challenges of modern construction Well-balanced exposure across infrastructure, non-residential and residential segments Meaningfully enhanced financial profil
Slide 17: Appendix: Non-GAAP Financial Reconciliations
Appendix: Non-GAAP Financial Reconciliations
Slide 18: Emerging Businesses Group Adjusted Segment EBITDA % of Total Segment EBITDA
Emerging Businesses Group Adjusted Segment EBITDA % of Total Segment EBITDA 17
Slide 19: Core EBITDA; Free cash flow conversion - normalized
Core EBITDA; Free cash flow conversion - normalized [1] See page 21 for definitions of non-GAAP measures [2] Maintenance capital expenditures is assumed to be approximately $250 million 18
Slide 20: Net Debt to Adjusted EBITDA
Net Debt to Adjusted EBITDA [1] See page 21 for definitions of non-GAAP measures [2] The adjustment “Litigation expense” represents a provision recorded in the three months ended November 30, 2024 related to the judgment in the Pacific Steel Group litigation and, with respect to subsequent periods,
Slide 21: Net Debt to Adjusted EBITDA
Net Debt to Adjusted EBITDA [1] See page 21 for definitions of non-GAAP measures 20 20
Slide 22: Definitions for non-GAAP financial measures
Definitions for non-GAAP financial measures CORE EBITDA Core EBITDA is the sum of net earnings (loss) before interest expense and income taxes. It also excludes recurring non-cash charges for depreciation and amortization, asset impairments, amortization of acquired unfavorable contract backlog, and
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