Commercial Metals Company Sends Letter to Stockholders; Rejects Icahn Group Nominees

Commercial Metals Company CMC today sent a letter from its Board of Directors to its stockholders that highlights the significant progress the Company is making on the execution of its strategic plan and the substantial steps it is taking to deliver stockholder value. The letter urges stockholders to vote for its highly qualified slate of directors on the WHITE proxy card to continue this momentum and reject what it believes is a severely unqualified group of candidates nominated by Carl Icahn who will only seek to further Mr. Icahn's opportunistic attempt to acquire CMC. The full text of the letter to stockholders follows: YOUR VOTE IS IMPORTANT PLEASE VOTE THE ENCLOSED WHITE PROXY CARD TODAY! December 19, 2011 Dear Fellow Stockholders: At this year's Annual Meeting of Stockholders scheduled to be held on Friday, February 3, 2012, you will be asked to make an important decision involving your investment in Commercial Metals Company (CMC). Your Board and management team have taken substantial steps to strengthen the Company's business, which we believe will position CMC for enhanced performance in the current environment as well as for the anticipated improvement in our end markets and to deliver strong returns to stockholders. The execution of the Company's strategic plan, led by our new CEO and CFO, has already resulted in meaningful progress and improved results. Despite these actions and clear progress, Carl Icahn, the well-known corporate raider, launched a proxy fight to replace three members of CMC's Board – an effort that is in direct support of his hostile tender offer to acquire the Company. We strongly urge you to reject Mr. Icahn's nominees and stockholder proposals, reject his offer and not tender your shares. DON'T LET CARL ICAHN TAKE VALUE THAT RIGHTFULLY BELONGS TO YOU! After a thorough review, our Board unanimously concluded that Mr. Icahn's opportunistic offer, which comes at a low point in the economic and industry cycle – and at a time when the execution of our strategic plan is beginning to yield results – substantially undervalues the Company and its future prospects. Moreover, we believe the continued pursuit of our strategy will deliver far greater value for our stockholders than Mr. Icahn's offer. We firmly believe this is a self-serving attempt by Mr. Icahn to take value for himself that rightfully belongs to CMC stockholders. In short, Mr. Icahn's effort to install his representatives on the CMC Board is part of a transparent plot to acquire the Company at a bargain basement price. Accordingly, at the upcoming Annual Meeting of Stockholders we are seeking your support to elect our highly qualified and experienced directors to the CMC Board. We believe that our three nominees are vastly superior to Mr. Icahn's, who are closely tied to him, lack the qualifications and independence to serve all stockholders and are merely a vehicle to effectuate Mr. Icahn's attempt to buy the Company without paying a fair price. Our efforts have already resulted in improved financial and operational performance – and your vote on the enclosed WHITE proxy card FOR the Company's three nominees is critical to ensuring that we continue our momentum in 2012 and beyond, and you receive the benefits of our recent operational improvements. YOUR BOARD AND MANAGEMENT TEAM HAVE TAKEN SIGNIFICANT ACTIONS THAT ARE YIELDING RESULTS Although the environment for the metals industry has been challenging, CMC has taken decisive action to respond to these challenges and, as a vertically integrated, low-cost producer of steel products with a significant international presence, is also uniquely positioned to take advantage of a cycle recovery. Under the new leadership of industry veteran Joe Alvarado, who became CEO only three months ago, and CFO Barbara Smith, who joined CMC earlier this year, substantial progress has already been made. Specifically, we have taken, and continue to take, steps to reduce our cost structure and realign our sales to higher margin products, both of which have helped to strengthen CMC and better position the Company for future growth. Since October of this year alone, we have: Exited our Croatia operations; Restructured the fabrication business, and closed five rebar fabricating locations; Implemented further global headcount reductions; and Closed or sold eight construction services locations. While cost and efficiency are clear priorities, our team has also been focused on exiting non-core businesses and expanding in higher margin areas. As examples, CMC sold its non-core steel-joist manufacturing operations and expanded its profitable operations in Poland with a focus on value-added merchant and wire rod products – the latter representing one important piece of our attractive and profitable international growth platform. We believe the recent steps taken by the Company are important to the success of our business and they will deliver substantial value to our stockholders. IMPROVED FINANCIAL PERFORMANCE IN FISCAL 2011 – AND CONTINUING IMPROVEMENT IN FIRST QUARTER FISCAL 2012 CMC's improved financial performance in fiscal 2011 and the beginning of fiscal 2012 demonstrates that our plan is beginning to deliver results. We increased year-over-year net sales by approximately 26 percent, reported a substantial financial improvement in our CMC Recycling, Americas Mills, and International Marketing and Distribution segments, and significantly enhanced results in our Polish operation, all while maintaining a steady dividend for our stockholders. We recommend that you carefully review our fourth quarter and full-year results released on October 28, 2011 to obtain a broader understanding of the many initiatives underway and how we expect them to benefit the Company in the future. We also recently announced guidance for our first quarter of 2012, which demonstrates that our positive sales growth trend is continuing. We are confident that we are on the right path and believe the continued execution of our strategic plan will unlock more value.