Commercial Metals (CMC) 8-K Entry into a Material Definitive Agreement

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

In June 2017, the Board of Directors of Commercial Metals Company (the “Company”) approved a plan to exit the International Marketing and Distribution Segment. As an initial step in this plan, on June 12, 2017, the Company and its wholly owned subsidiary, CMC Cometals International S.à r.l. (f/k/a CMCLUX, S.à r.l.), signed a definitive agreement to sell its raw materials trading division (“CMC Cometals”) to Traxys North America L.L.C. and Traxys Europe S.A., which are affiliates of The Carlyle Group. The transaction is expected to close in the fourth quarter of fiscal 2017 and is subject to customary closing conditions and regulatory approvals. In addition, the Company announced its plan to pursue a sale of its CMC Cometals Steel division, as well as a restructuring and sale of the remaining trading operations located in Asia and Australia, collectively “Other M&D Entities.”

The following unaudited pro forma condensed consolidated financial statements are presented to show the effect of the sale of CMC Cometals, which is a significant disposition, and the effects of the other significant probable dispositions of the Other M&D Entities, as defined under RegulationS-X Rule 210.11. The unaudited pro forma condensed consolidated balance sheet assumes these dispositions were consummated on February 28, 2017. The unaudited pro forma condensed consolidated statements of operations assume the dispositions were consummated on September 1, 2013.

The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of RegulationS-X and do not include all of the information and note disclosures required by GAAP. Pro forma information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction or group of transactions might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction, and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma information does not include information about the possible or expected impact of current actions taken by management in response to the pro forma transactions, as if management’s actions were carried out in previous reporting periods.

This unaudited pro forma condensed consolidated financial information is presented for illustration purposes only and does not purport to be indicative of the financial position or results of operations that would have occurred had the disposition been consummated on the dates as of, or at the beginning of the period, which, the disposition is being given effect, nor are they necessarily indicative of the Company’s future operating results or financial position.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF FEBRUARY 28, 2017

			Pro Forma Adjustments
(in thousands)	Historical CMC		Cometals(a)			Cometals Adjustments				Other M&D(g)			Other M&D Adjustments				Pro Forma CMC
Assets
Current Assets:
Cash and cash equivalents	$	395,546	$	—		$	172,191	(b	)	$	—		$	203,165	(h	)	$	770,902
Accounts receivable, net		774,286		(77,900	)		14,886	(c	)		(125,830	)		—				585,442
Inventories		720,786		(126,265	)		—				(124,829	)		—				469,692
Others		96,422		(6,210	)		1,304	(d	)		(4,899	)		—				86,617
Total Current Assets	$	1,987,040	$	(210,375	)	$	188,381			$	(255,558	)	$	203,165			$	1,912,653
Net property, plant and equipment		940,344		(2,238	)		2,226	(d	)		(1,046	)		—				939,286
Goodwill		66,530		—			—				(1,925	)		—				64,605
Other assets		137,919		(7,051	)		117	(d	)		(9,786	)		—				121,199
Total Assets	$	3,131,833	$	(219,664	)	$	190,724			$	(268,315	)	$	203,165			$	3,037,743
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable-trade	$	307,488	$	(42,479	)	$	34	(d	)	$	(52,823	)		—			$	212,220
Accrued expenses and other payables		220,433		(5,492	)		2,552	(e	)		(12,224	)		—				205,269
Current maturities of long-term debt		312,200		—			—				—			—				312,200
Total current liabilities	$	840,121	$	(47,971	)	$	2,586			$	(65,047	)	$	—			$	729,689
Deferred income taxes		55,625		(313	)		313	(d	)		(103	)		—				55,522
Other long-term liabilities		121,930		—			—				—			—				121,930
Long-term debt		752,137		—			—				—			—				752,137
Stockholders’ equity attributable to CMC		1,361,848		(171,380	)		187,825	(f	)		(203,165	)		203,165	(h	)		1,378,293
Stockholders’ equity attributable to noncontrolling interests		172		—			—				—			—				172
Total liabilities and stockholders’ equity	$	3,131,833	$	(219,664	)	$	190,724			$	(268,315	)	$	203,165			$	3,037,743

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

SIX MONTHS ENDED FEBRUARY 28, 2017

(in thousands, except per share data)	Historical CMC		Pro Forma Adjustments					Pro Forma CMC
			Cometals (i)		Other M&D (j)
Net Sales	$	2,224,684	$	194,892	$	333,333		$	1,696,459
Cost of goods sold		1,933,502		174,612		314,971			1,443,919
Selling, general and administrative expenses		215,986		10,075		14,365			191,546
Impairment of assets		—		—		—			—
Interest expense		25,740		—		(25	)		25,765
Loss on debt extinguishment		—		—		—			—
Total expenses		2,175,228		184,687		329,311			1,661,230
Earnings from continuing operations before income taxes		49,456		10,205		4,022			35,229
Income taxes		12,643		1,735		881			10,027
Earnings from continuing operations		36,813		8,470		3,141			25,202
Less net earnings attributable to noncontrolling interests		—		—		—			—
Net earnings from continuing operations attributable to CMC	$	36,813	$	8,470	$	$3,141		$	25,202
Basic earnings per share from continuing operations attributable to CMC	$	0.32						$	0.22
Diluted earnings per share from continuing operations attributable to CMC	$	0.31						$	0.22
Average basic shares outstanding		115,415,662							115,415,662
Average diluted shares outstanding		117,007,958							117,007,958

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

SIX MONTHS ENDED FEBRUARY 29, 2016

	Historical CMC		Pro Forma Adjustments					Pro Forma CMC
(in thousands, except per share data)			Cometals (i)		Other M&D (j)
Net sales	$	2,174,556	$	224,191	$	262,578		$	1,687,787
Cost of goods sold		1,882,118		204,437		253,137			1,424,544
Selling, general and administrative expenses		195,826		9,225		13,435			173,166
Impairment of assets		—		—		—			—
Interest expense		34,929		97		(594	)		35,426
Loss on debt extinguishment		11,365		—		—			11,365
Total expenses		2,124,238	$	213,759	$	265,978			1,644,501
Earnings from continuing operations before income taxes		50,318		10,432		(3,400	)		43,286
Income taxes		13,836		1,972		(1,434	)		13,298
Earnings from continuing operations		36,482		8,460		(1,966	)		29,988
Less net earnings attributable to noncontrolling interests		—		—		—			—
Net earnings from continuing operations attributable to CMC	$	36,482	$	8,460	$	(1,966	)	$	29,988
Basic earnings per share from continuing operations attributable to CMC	$	0.32						$	0.26
Diluted earnings per share from continuing operations attributable to CMC	$	0.31						$	0.26
Average basic shares outstanding		115,725,896							115,725,896
Average diluted shares outstanding		117,002,822							117,002,822

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED AUGUST 31, 2016

	Historical		Pro Forma Adjustments					Pro Forma
(in thousands, except per share data)	CMC		Cometals (i)		Other M&D (j)			CMC
Net Sales	$	4,610,526	$	462,610	$	610,303		$	3,537,613
Cost of Goods Sold		3,974,513		420,952		587,936			2,965,625
Selling, general and administrative expenses		437,084		21,332		27,648			388,104
Impairment of assets		40,028		—		—			40,028
Interest Expense		62,231		109		(851	)		62,973
Loss on debt extinguishment		11,480		—		—			11,480
Total Expenses		4,525,336	$	442,393	$	614,733			3,468,210
Earnings from continuing operations before income taxes		85,190		20,217		(4,430	)		69,403
Income taxes		12,647		2,345		(2,448	)		12,750
Earnings from continuing operations		72,543		17,872		(1,982	)		56,653
Less net earnings attributable to noncontrolling interests		—		—		—			—
Net earnings from continuing operations attributable to CMC	$	72,543	$	17,872	$	(1,982	)	$	56,653
Basic earnings per share from continuing operations attributable to CMC	$	0.63						$	0.49
Diluted earnings per share from continuing operations attributable to CMC	$	0.62						$	0.49
Average basic shares outstanding		115,211,490							115,211,490
Average diluted shares outstanding		116,623,826							116,623,826

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED AUGUST 31, 2015

	Historical CMC		Pro Forma Adjustments					Pro Forma CMC
(in thousands, except per share data)			Cometals (i)		Other M&D (j)
Net Sales	$	5,988,605	$	611,991	$	1,066,984		$	4,309,630
Cost of Goods Sold		5,311,756		529,438		1,030,401			3,751,917
Selling, general and administrative expenses		443,275		26,889		33,296			383,090
Impairment of assets		9,839		—		—			9,839
Interest Expense		77,760		1,304		3,141			73,315
Loss on debt extinguishment		—		—		—			—
Total Expenses		5,842,630		557,631		1,066,838			4,218,161
Earnings from continuing operations before income taxes		145,975		54,360		146			91,469
Income taxes		46,844		15,710		(997	)		32,131
Earnings from continuing operations		99,131		38,650		1,143			59,338
Less net earnings attributable to noncontrolling interests		—		—		—			—
Net earnings from continuing operations attributable to CMC	$	99,131	$	38,650	$	1,143		$	59,338
Basic earnings per share from continuing operations attributable to CMC	$	0.85						$	0.51
Diluted earnings per share from continuing operations attributable to CMC	$	0.84						$	0.50
Average basic shares outstanding		116,527,265							116,527,265
Average diluted shares outstanding		117,949,898							117,949,898

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED AUGUST 31, 2014

	Historical CMC		Pro Forma Adjustments				Pro Forma CMC
(in thousands, except per share data)			Cometals (i)		Other M&D (j)
Net Sales	$	6,790,438	$	704,545	$	1,251,561	$	4,834,332
Cost of Goods Sold		6,096,196		658,213		1,192,640		4,245,343
Selling, general and administrative expenses		448,943		24,121		35,232		389,590
Impairment of assets		3,305		—		—		3,305
Interest Expense		77,037		1,366		1,311		74,360
Loss on debt extinguishment		—		—		—		—
Total Expenses		6,625,481		683,700		1,229,183		4,712,598
Earnings from continuing operations before income taxes		164,957		20,845		22,378		121,734
Income taxes		47,351		3,523		7,430		36,398
Earnings from continuing operations		117,606		17,322		14,948		85,336
Less net earnings attributable to noncontrolling interests		—		—		—		—
Net earnings from continuing operations attributable to CMC	$	117,606	$	17,322	$	14,948	$	85,336
Basic earnings per share from continuing operations attributable to CMC	$	1.00					$	0.73
Diluted earnings per share from continuing operations attributable to CMC	$	0.99					$	0.72
Average basic shares outstanding		117,496,270						117,496,270
Average diluted shares outstanding		118,607,106						118,607,106

UNAUDITED NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS

Unaudited Condensed Consolidated Balance Sheet

(a) The adjustments represent the elimination of the historical assets, liabilities and equity of CMC Cometals.

(b) The adjustment represents the estimated cash portion of the total proceeds at closing from the sale of CMC Cometals of $172.2 million. This amount was determined based on the terms of the purchase agreement using the most recently available financial statement information. The amount of the actual proceeds could vary from the amount presented depending on working capital balances at the date of the closing.

(c) The adjustment represents the deferred purchase price from the sale of CMC Cometals, which is subject to certain working capital adjustments.

(d) The adjustments represent certain property, plant and equipment and other assets and liabilities excluded from the purchase agreement for the sale of CMC Cometals. The excluded assets will continue to be classified as held and used.

(e) The adjustment represents historical CMC Cometals accruals related to employee costs and tax liabilities which will remain with the Company after the sale of CMC Cometals. The Company estimates that one time nonrecurring transaction costs in the range of $8.0 to $12.0 million related to the CMC Cometals sale will be incurred; however, these costs have not been included in the pro forma financial statements due to variable uncertainty of the expenses.

(f) The adjustment represents the impact of items (b) - (e) above.

(g) The adjustments represent the elimination of the historical assets, liabilities and equity of the Other M&D Entities.

(h) For purposes of the unaudited pro forma condensed consolidated balance sheet, proceeds to be received from the sale or wind down of the Other M&D Entities are currently assumed to be at least equal to the net assets of the entities. It is expected that the Company will incur additional charges, including but not limited to impairments, severance and other transaction related costs, which are not currently reasonably estimable and therefore these costs or charges have not been reflected in the unaudited pro forma condensed consolidated balance sheet.

Unaudited Condensed Consolidated Statement of Operations

(i) The adjustments eliminate the historical results of CMC Cometals as if the transaction occurred on September 1, 2013. In accordance with GAAP, the amounts eliminated do not include corporate overhead and intercompany interest, which for segment reporting purposes, had been allocated to CMC Cometals. The adjustments also do not include eliminations for intercompany sales transactions.

(j) The adjustments eliminate the historical results of the Other M&D Entities as if the respective disposition transactions occurred on September 1, 2013. In accordance with GAAP, the amounts eliminated do not include corporate overhead and intercompany interest, which for segment reporting purposes, had been allocated to the Other M&D Entities. The adjustments also do not include eliminations for intercompany sales transactions.