x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
75-0725338
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
Large accelerated filer
x
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
|
|
|
|
|
|
|
|
PART I.
|
FINANCIAL INFORMATION
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
|
|||||||||||||||
|
Three Months Ended May 31,
|
Nine Months Ended May 31,
|
|||||||||||||
(in thousands, except share data)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net sales
|
$
|
1,794,306
|
|
|
$
|
2,006,729
|
|
|
$
|
5,313,206
|
|
|
$
|
5,950,293
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
1,616,784
|
|
|
1,822,520
|
|
|
4,805,127
|
|
|
5,410,770
|
|
||||
Selling, general and administrative expenses
|
122,780
|
|
|
118,050
|
|
|
364,605
|
|
|
368,462
|
|
||||
Gain on sale of cost method investment
|
—
|
|
|
—
|
|
|
(26,088
|
)
|
|
—
|
|
||||
Interest expense
|
18,043
|
|
|
19,605
|
|
|
51,557
|
|
|
51,945
|
|
||||
|
1,757,607
|
|
|
1,960,175
|
|
|
5,195,201
|
|
|
5,831,177
|
|
||||
Earnings from continuing operations before taxes
|
36,699
|
|
|
46,554
|
|
|
118,005
|
|
|
119,116
|
|
||||
Income taxes (benefit)
|
17,737
|
|
|
7,488
|
|
|
44,969
|
|
|
(72,824
|
)
|
||||
Earnings from continuing operations
|
18,962
|
|
|
39,066
|
|
|
73,036
|
|
|
191,940
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
Earnings (loss) from discontinued operations before taxes
|
1
|
|
|
2,429
|
|
|
343
|
|
|
(22,780
|
)
|
||||
Income taxes (benefit)
|
—
|
|
|
812
|
|
|
120
|
|
|
(8,112
|
)
|
||||
Earnings (loss) from discontinued operations
|
1
|
|
|
1,617
|
|
|
223
|
|
|
(14,668
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
Net earnings
|
18,963
|
|
|
40,683
|
|
|
73,259
|
|
|
177,272
|
|
||||
Less net earnings (loss) attributable to noncontrolling interests
|
(1
|
)
|
|
1
|
|
|
1
|
|
|
3
|
|
||||
Net earnings attributable to CMC
|
$
|
18,964
|
|
|
$
|
40,682
|
|
|
$
|
73,258
|
|
|
$
|
177,269
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share attributable to CMC:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.16
|
|
|
$
|
0.34
|
|
|
$
|
0.63
|
|
|
$
|
1.65
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
0.01
|
|
|
—
|
|
|
(0.12
|
)
|
||||
Net earnings
|
$
|
0.16
|
|
|
$
|
0.35
|
|
|
$
|
0.63
|
|
|
$
|
1.53
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share attributable to CMC:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.16
|
|
|
$
|
0.34
|
|
|
$
|
0.62
|
|
|
$
|
1.64
|
|
Earnings (loss) from discontinued operations
|
—
|
|
|
0.01
|
|
|
—
|
|
|
(0.12
|
)
|
||||
Net earnings
|
$
|
0.16
|
|
|
$
|
0.35
|
|
|
$
|
0.62
|
|
|
$
|
1.52
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash dividends per share
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
$
|
0.36
|
|
|
$
|
0.36
|
|
Average basic shares outstanding
|
116,845,542
|
|
|
115,946,691
|
|
|
116,589,382
|
|
|
115,726,793
|
|
||||
Average diluted shares outstanding
|
117,703,590
|
|
|
116,934,840
|
|
|
117,456,756
|
|
|
116,742,593
|
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
|
|||||||||||||||
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net earnings
|
$
|
18,963
|
|
|
$
|
40,683
|
|
|
$
|
73,259
|
|
|
$
|
177,272
|
|
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment and other, net of taxes of $(12,912) and $(39,894); $(4,516) and $(57,907)
|
(23,979
|
)
|
|
(74,090
|
)
|
|
(8,387
|
)
|
|
(107,542
|
)
|
||||
Net unrealized gain (loss) on derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized holding gain (loss), net of taxes of $(154) and $(251); $(65) and $(916)
|
(210
|
)
|
|
(1,023
|
)
|
|
164
|
|
|
(2,632
|
)
|
||||
Reclassification for loss (gain) included in net earnings, net of taxes of $(3) and $(27); $(177) and $341
|
(44
|
)
|
|
(29
|
)
|
|
(440
|
)
|
|
1,107
|
|
||||
Net unrealized loss on derivatives, net of taxes of $(157) and $(278); $(242) and $(575)
|
(254
|
)
|
|
(1,052
|
)
|
|
(276
|
)
|
|
(1,525
|
)
|
||||
Defined benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of prior service cost, net of taxes of $0 and $0; $1 and $0
|
1
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Adjustment from plan changes, net of taxes of $0 and $0; $308 and $0
|
—
|
|
|
—
|
|
|
1,315
|
|
|
—
|
|
||||
Defined benefit obligation, net of taxes of $0 and $0; $309 and $0
|
1
|
|
|
—
|
|
|
1,320
|
|
|
—
|
|
||||
Other comprehensive loss
|
(24,232
|
)
|
|
(75,142
|
)
|
|
(7,343
|
)
|
|
(109,067
|
)
|
||||
Comprehensive income (loss)
|
$
|
(5,269
|
)
|
|
$
|
(34,459
|
)
|
|
$
|
65,916
|
|
|
$
|
68,205
|
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
|
|||||||
(in thousands, except share data)
|
May 31, 2013
|
|
August 31, 2012
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
453,269
|
|
|
$
|
262,422
|
|
Accounts receivable (less allowance for doubtful accounts of $10,857 and $9,480)
|
960,471
|
|
|
958,364
|
|
||
Inventories, net
|
829,341
|
|
|
807,923
|
|
||
Other
|
183,789
|
|
|
211,122
|
|
||
Total current assets
|
2,426,870
|
|
|
2,239,831
|
|
||
Property, plant and equipment:
|
|
|
|
||||
Land
|
81,943
|
|
|
79,123
|
|
||
Buildings and improvements
|
493,352
|
|
|
483,708
|
|
||
Equipment
|
1,695,377
|
|
|
1,656,328
|
|
||
Construction in process
|
23,982
|
|
|
41,036
|
|
||
|
2,294,654
|
|
|
2,260,195
|
|
||
Less accumulated depreciation and amortization
|
(1,340,933
|
)
|
|
(1,265,891
|
)
|
||
|
953,721
|
|
|
994,304
|
|
||
Goodwill
|
76,353
|
|
|
76,897
|
|
||
Other assets
|
130,722
|
|
|
130,214
|
|
||
Total assets
|
$
|
3,587,666
|
|
|
$
|
3,441,246
|
|
Liabilities and stockholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable-trade
|
$
|
311,099
|
|
|
$
|
433,132
|
|
Accounts payable-documentary letters of credit
|
93,580
|
|
|
95,870
|
|
||
Accrued expenses and other payables
|
314,868
|
|
|
343,337
|
|
||
Notes payable
|
—
|
|
|
24,543
|
|
||
Current maturities of long-term debt
|
144,162
|
|
|
4,252
|
|
||
Total current liabilities
|
863,709
|
|
|
901,134
|
|
||
Deferred income taxes
|
50,321
|
|
|
20,271
|
|
||
Other long-term liabilities
|
114,338
|
|
|
116,261
|
|
||
Long-term debt
|
1,277,581
|
|
|
1,157,073
|
|
||
Total liabilities
|
2,305,949
|
|
|
2,194,739
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 116,899,574 and 116,351,424 shares
|
1,290
|
|
|
1,290
|
|
||
Additional paid-in capital
|
365,949
|
|
|
365,778
|
|
||
Accumulated other comprehensive loss
|
(25,479
|
)
|
|
(18,136
|
)
|
||
Retained earnings
|
1,176,713
|
|
|
1,145,445
|
|
||
Less treasury stock, 12,161,090 and 12,709,240 shares at cost
|
(236,909
|
)
|
|
(248,009
|
)
|
||
Stockholders' equity attributable to CMC
|
1,281,564
|
|
|
1,246,368
|
|
||
Stockholders' equity attributable to noncontrolling interests
|
153
|
|
|
139
|
|
||
Total equity
|
1,281,717
|
|
|
1,246,507
|
|
||
Total liabilities and stockholders' equity
|
$
|
3,587,666
|
|
|
$
|
3,441,246
|
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|||||||
|
Nine Months Ended May 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Cash flows from (used by) operating activities:
|
|
|
|
||||
Net earnings
|
$
|
73,259
|
|
|
$
|
177,272
|
|
Adjustments to reconcile net earnings to cash flows from (used by) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
102,164
|
|
|
103,941
|
|
||
Provision for losses on receivables, net
|
3,349
|
|
|
785
|
|
||
Share-based compensation
|
13,528
|
|
|
9,196
|
|
||
Amortization of interest rate swaps termination gain
|
(8,723
|
)
|
|
(2,908
|
)
|
||
Loss on debt extinguishment
|
1,502
|
|
|
—
|
|
||
Deferred income taxes (benefit)
|
44,371
|
|
|
(67,497
|
)
|
||
Tax benefits from stock plans
|
(6
|
)
|
|
(58
|
)
|
||
Net gain on sale of cost method investment and other
|
(25,999
|
)
|
|
(1,134
|
)
|
||
Write-down of inventory
|
2,310
|
|
|
9,305
|
|
||
Asset impairment
|
3,434
|
|
|
1,628
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(12,189
|
)
|
|
4,157
|
|
||
Accounts receivable sold (repurchased), net
|
(2,292
|
)
|
|
23,891
|
|
||
Inventories
|
(32,321
|
)
|
|
(8,130
|
)
|
||
Other assets
|
5,128
|
|
|
17,854
|
|
||
Accounts payable, accrued expenses and other payables
|
(148,030
|
)
|
|
(145,900
|
)
|
||
Other long-term liabilities
|
(1,962
|
)
|
|
12,433
|
|
||
Net cash flows from (used by) operating activities
|
17,523
|
|
|
134,835
|
|
||
|
|
|
|
||||
Cash flows from (used by) investing activities:
|
|
|
|
||||
Capital expenditures
|
(63,008
|
)
|
|
(82,505
|
)
|
||
Proceeds from the sale of property, plant and equipment and other
|
11,164
|
|
|
11,371
|
|
||
Proceeds from the sale of cost method investment
|
28,995
|
|
|
—
|
|
||
Decrease in deposit for letters of credit
|
—
|
|
|
30,404
|
|
||
Net cash flows from (used by) investing activities
|
(22,849
|
)
|
|
(40,730
|
)
|
||
|
|
|
|
||||
Cash flows from (used by) financing activities:
|
|
|
|
||||
Increase (decrease) in documentary letters of credit
|
395
|
|
|
(59,492
|
)
|
||
Short-term borrowings, net change
|
(25,595
|
)
|
|
38,091
|
|
||
Repayments on long-term debt
|
(63,442
|
)
|
|
(63,542
|
)
|
||
Proceeds from termination of interest rate swaps
|
—
|
|
|
52,733
|
|
||
Proceeds from issuance of long-term debt
|
330,000
|
|
|
—
|
|
||
Payments for debt issuance costs
|
(4,125
|
)
|
|
—
|
|
||
Debt extinguishment costs
|
(1,502
|
)
|
|
—
|
|
||
Stock issued under incentive and purchase plans, net of forfeitures
|
1,347
|
|
|
1,488
|
|
||
Cash dividends
|
(41,990
|
)
|
|
(41,657
|
)
|
||
Tax benefits from stock plans
|
6
|
|
|
58
|
|
||
Contribution from (purchase of) noncontrolling interests
|
13
|
|
|
(46
|
)
|
||
Net cash flows from (used by) financing activities
|
195,107
|
|
|
(72,367
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
1,066
|
|
|
(10,469
|
)
|
||
Increase in cash and cash equivalents
|
190,847
|
|
|
11,269
|
|
||
Cash and cash equivalents at beginning of year
|
262,422
|
|
|
222,390
|
|
||
Cash and cash equivalents at end of period
|
$
|
453,269
|
|
|
$
|
233,659
|
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
|
|||||||||||||||||||||||||
|
Common Stock
|
Additional
|
Accumulated
Other |
|
Treasury Stock
|
Non-
|
|
||||||||||||||||||
(in thousands, except share data)
|
Number of
Shares |
Amount
|
Paid-In
Capital |
Comprehensive
Income (Loss) |
Retained
Earnings |
Number of
Shares |
Amount
|
controlling
Interests |
Total
|
||||||||||||||||
Balance, September 1, 2011
|
129,060,664
|
|
$
|
1,290
|
|
$
|
371,616
|
|
$
|
59,473
|
|
$
|
993,578
|
|
(13,526,901
|
)
|
$
|
(265,532
|
)
|
$
|
223
|
|
$
|
1,160,648
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net earnings
|
|
|
|
|
177,269
|
|
|
|
3
|
|
177,272
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
(109,067
|
)
|
|
|
|
|
(109,067
|
)
|
||||||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
68,205
|
|
|||||||||||||||
Cash dividends
|
|
|
|
|
(41,657
|
)
|
|
|
|
(41,657
|
)
|
||||||||||||||
Issuance of stock under incentive and purchase plans, net of forfeitures
|
|
|
(7,682
|
)
|
|
|
441,153
|
|
9,170
|
|
|
1,488
|
|
||||||||||||
Share-based compensation
|
|
|
7,385
|
|
|
|
|
|
|
7,385
|
|
||||||||||||||
Tax benefits from stock plans
|
|
|
58
|
|
|
|
|
|
|
58
|
|
||||||||||||||
Purchase of noncontrolling interests
|
|
|
29
|
|
|
|
|
|
(75
|
)
|
(46
|
)
|
|||||||||||||
Balance, May 31, 2012
|
129,060,664
|
|
$
|
1,290
|
|
$
|
371,406
|
|
$
|
(49,594
|
)
|
$
|
1,129,190
|
|
(13,085,748
|
)
|
$
|
(256,362
|
)
|
$
|
151
|
|
$
|
1,196,081
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Common Stock
|
Additional
|
Accumulated
Other |
|
Treasury Stock
|
Non-
|
|
||||||||||||||||||
(in thousands, except share data)
|
Number of
Shares |
Amount
|
Paid-In
Capital |
Comprehensive
Income (Loss) |
Retained
Earnings |
Number of
Shares |
Amount
|
controlling
Interests |
Total
|
||||||||||||||||
Balance, September 1, 2012
|
129,060,664
|
|
$
|
1,290
|
|
$
|
365,778
|
|
$
|
(18,136
|
)
|
$
|
1,145,445
|
|
(12,709,240
|
)
|
$
|
(248,009
|
)
|
$
|
139
|
|
$
|
1,246,507
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net earnings
|
|
|
|
|
73,258
|
|
|
|
1
|
|
73,259
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
(7,343
|
)
|
|
|
|
|
(7,343
|
)
|
||||||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
65,916
|
|
|||||||||||||||
Cash dividends
|
|
|
|
|
(41,990
|
)
|
|
|
|
(41,990
|
)
|
||||||||||||||
Issuance of stock under incentive and purchase plans, net of forfeitures
|
|
|
(9,753
|
)
|
|
|
548,150
|
|
11,100
|
|
|
1,347
|
|
||||||||||||
Share-based compensation
|
|
|
9,918
|
|
|
|
|
|
|
9,918
|
|
||||||||||||||
Tax benefits from stock plans
|
|
|
6
|
|
|
|
|
|
|
|
6
|
|
|||||||||||||
Contribution from noncontrolling interests
|
|
|
|
|
|
|
|
|
13
|
|
13
|
|
|||||||||||||
Balance, May 31, 2013
|
129,060,664
|
|
$
|
1,290
|
|
$
|
365,949
|
|
$
|
(25,479
|
)
|
$
|
1,176,713
|
|
(12,161,090
|
)
|
$
|
(236,909
|
)
|
$
|
153
|
|
$
|
1,281,717
|
|
|
Americas
|
|
International
|
|
|
||||||||||||||||||
(in thousands)
|
Recycling
|
|
Mills
|
|
Fabrication
|
|
Mill
|
|
Marketing and Distribution
|
|
Consolidated
|
||||||||||||
Balance at August 31, 2012
|
$
|
7,267
|
|
|
$
|
295
|
|
|
$
|
57,144
|
|
|
$
|
2,685
|
|
|
$
|
9,506
|
|
|
$
|
76,897
|
|
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
(562
|
)
|
|
(544
|
)
|
||||||
Balance at May 31, 2013
|
$
|
7,267
|
|
|
$
|
295
|
|
|
$
|
57,144
|
|
|
$
|
2,703
|
|
|
$
|
8,944
|
|
|
$
|
76,353
|
|
(in thousands)
|
|
May 31, 2013
|
|
August 31, 2012
|
|
|
|
|
||||||||
Current assets
|
|
$
|
3,840
|
|
|
$
|
6,601
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
6,545
|
|
|
$
|
—
|
|
|
$
|
30,547
|
|
Earnings (loss) before taxes
|
|
1
|
|
|
2,429
|
|
|
343
|
|
|
(22,780
|
)
|
(in thousands)
|
Weighted Average
Interest Rate as of May 31, 2013 |
|
May 31, 2013
|
|
August 31, 2012
|
||||
$200 million notes at 5.625% due November 2013
|
2.8%
|
|
$
|
141,886
|
|
|
$
|
204,873
|
|
$400 million notes at 6.50% due July 2017
|
5.7%
|
|
412,261
|
|
|
414,491
|
|
||
$500 million notes at 7.35% due August 2018
|
6.4%
|
|
524,086
|
|
|
527,554
|
|
||
$330 million notes at 4.875% due May 2023
|
4.9%
|
|
330,000
|
|
|
—
|
|
||
Other, including equipment notes
|
|
|
13,510
|
|
|
14,407
|
|
||
|
|
|
1,421,743
|
|
|
1,161,325
|
|
||
Less current maturities
|
|
|
144,162
|
|
|
4,252
|
|
||
|
|
|
$
|
1,277,581
|
|
|
$
|
1,157,073
|
|
Commodity
|
|
Long/Short
|
|
Total
|
||
Aluminum
|
|
Long
|
|
4,052
|
|
MT
|
Aluminum
|
|
Short
|
|
375
|
|
MT
|
Copper
|
|
Long
|
|
986
|
|
MT
|
Copper
|
|
Short
|
|
5,024
|
|
MT
|
Zinc
|
|
Long
|
|
22
|
|
MT
|
|
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
Derivatives Not Designated as Hedging Instruments (in thousands)
|
|
Location
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Commodity
|
|
Cost of goods sold
|
|
$
|
1,469
|
|
|
$
|
5,737
|
|
|
$
|
1,775
|
|
|
$
|
5,978
|
|
Foreign exchange
|
|
Net sales
|
|
23
|
|
|
(18
|
)
|
|
12
|
|
|
(199
|
)
|
||||
Foreign exchange
|
|
Cost of goods sold
|
|
3
|
|
|
—
|
|
|
3
|
|
|
(537
|
)
|
||||
Foreign exchange
|
|
SG&A expenses
|
|
1,336
|
|
|
1,173
|
|
|
4,216
|
|
|
479
|
|
||||
Other
|
|
Cost of goods sold
|
|
4
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Gain (loss) before taxes
|
|
|
|
$
|
2,835
|
|
|
$
|
6,892
|
|
|
$
|
6,015
|
|
|
$
|
5,721
|
|
Derivatives Designated as Fair Value Hedging Instruments (in thousands)
|
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
|
Location
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||||||
Foreign exchange
|
|
Net sales
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
(190
|
)
|
|
$
|
—
|
|
Foreign exchange
|
|
Cost of goods sold
|
|
2,291
|
|
|
—
|
|
|
2,839
|
|
|
—
|
|
||||
Foreign exchange
|
|
SG&A expenses
|
|
—
|
|
|
5,805
|
|
|
—
|
|
|
4,255
|
|
||||
Interest rate
|
|
Interest expense
|
|
—
|
|
|
(6,613
|
)
|
|
—
|
|
|
10,561
|
|
||||
Gain (loss) before taxes
|
|
|
|
$
|
2,329
|
|
|
$
|
(808
|
)
|
|
$
|
2,649
|
|
|
$
|
14,816
|
|
Hedged Items Designated as Fair Value Hedging Instruments (in thousands)
|
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
|
Location
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||||||
Foreign exchange
|
|
Net sales
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
232
|
|
|
$
|
—
|
|
Foreign exchange
|
|
Cost of goods sold
|
|
(2,291
|
)
|
|
—
|
|
|
(2,839
|
)
|
|
—
|
|
||||
Foreign exchange
|
|
SG&A expenses
|
|
—
|
|
|
(5,805
|
)
|
|
—
|
|
|
(4,255
|
)
|
||||
Interest rate
|
|
Interest expense
|
|
—
|
|
|
6,613
|
|
|
—
|
|
|
(10,561
|
)
|
||||
Gain (loss) before taxes
|
|
|
|
$
|
(2,310
|
)
|
|
$
|
808
|
|
|
$
|
(2,607
|
)
|
|
$
|
(14,816
|
)
|
Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Accumulated Other Comprehensive Income (Loss) (in thousands)
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||||||
Commodity
|
|
$
|
(193
|
)
|
|
$
|
(22
|
)
|
|
$
|
(192
|
)
|
|
$
|
(3
|
)
|
Foreign exchange
|
|
(17
|
)
|
|
(1,001
|
)
|
|
356
|
|
|
(2,629
|
)
|
||||
Gain (loss), net of taxes
|
|
$
|
(210
|
)
|
|
$
|
(1,023
|
)
|
|
$
|
164
|
|
|
$
|
(2,632
|
)
|
Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Reclassified from Accumulated Other Comprehensive Income (Loss) (in thousands)
|
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
|
Location
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||||||
Commodity
|
|
Cost of goods sold
|
|
$
|
(62
|
)
|
|
$
|
3
|
|
|
$
|
(56
|
)
|
|
$
|
18
|
|
Foreign exchange
|
|
Net sales
|
|
80
|
|
|
40
|
|
|
141
|
|
|
(1,153
|
)
|
||||
Foreign exchange
|
|
Cost of goods sold
|
|
(37
|
)
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Foreign exchange
|
|
SG&A expenses
|
|
(47
|
)
|
|
(116
|
)
|
|
29
|
|
|
(277
|
)
|
||||
Interest rate
|
|
Interest expense
|
|
110
|
|
|
102
|
|
|
313
|
|
|
305
|
|
||||
Gain (loss), net of taxes
|
|
|
|
$
|
44
|
|
|
$
|
29
|
|
|
$
|
440
|
|
|
$
|
(1,107
|
)
|
Derivative Assets (in thousands)
|
|
May 31, 2013
|
|
August 31, 2012
|
||||
Commodity — not designated for hedge accounting
|
|
$
|
823
|
|
|
$
|
407
|
|
Foreign exchange — designated for hedge accounting
|
|
2,635
|
|
|
670
|
|
||
Foreign exchange — not designated for hedge accounting
|
|
1,456
|
|
|
798
|
|
||
Derivative assets (other current assets and other assets)*
|
|
$
|
4,914
|
|
|
$
|
1,875
|
|
Derivative Liabilities (in thousands)
|
|
May 31, 2013
|
|
August 31, 2012
|
||||
Commodity — designated for hedge accounting
|
|
$
|
130
|
|
|
$
|
2
|
|
Commodity — not designated for hedge accounting
|
|
1,418
|
|
|
993
|
|
||
Foreign exchange — designated for hedge accounting
|
|
542
|
|
|
1,272
|
|
||
Foreign exchange — not designated for hedge accounting
|
|
2,002
|
|
|
1,248
|
|
||
Other — not designated for hedge accounting
|
|
—
|
|
|
32
|
|
||
Derivative liabilities (accrued expenses, other payables and long-term liabilities)*
|
|
$
|
4,092
|
|
|
$
|
3,547
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
(in thousands)
|
May 31, 2013
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market investments (1)
|
$
|
282,787
|
|
|
$
|
282,787
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity derivative assets (2)
|
823
|
|
|
823
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange derivative assets (2)
|
4,091
|
|
|
—
|
|
|
4,091
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity derivative liabilities (2)
|
1,548
|
|
|
1,418
|
|
|
130
|
|
|
—
|
|
||||
Foreign exchange derivative liabilities (2)
|
2,544
|
|
|
—
|
|
|
2,544
|
|
|
—
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
(in thousands)
|
August 31, 2012
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market investments (1)
|
$
|
172,462
|
|
|
$
|
172,462
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity derivative assets (2)
|
407
|
|
|
407
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange derivative assets (2)
|
1,468
|
|
|
—
|
|
|
1,468
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity derivative liabilities (2)
|
995
|
|
|
993
|
|
|
2
|
|
|
—
|
|
||||
Foreign exchange derivative liabilities (2)
|
2,520
|
|
|
—
|
|
|
2,520
|
|
|
—
|
|
||||
Other derivative liabilities (2)
|
32
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
|
|
May 31, 2013
|
|
August 31, 2012
|
||||||||||||
(in thousands)
|
Fair Value Hierarchy
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
$200 million notes at 5.625% due November 2013 (1)
|
Level 2
|
|
$
|
141,886
|
|
|
$
|
145,148
|
|
|
$
|
204,873
|
|
|
$
|
212,413
|
|
$400 million notes at 6.50% due July 2017 (1)
|
Level 2
|
|
412,261
|
|
|
447,453
|
|
|
414,491
|
|
|
434,991
|
|
||||
$500 million notes at 7.35% due August 2018 (1)
|
Level 2
|
|
524,086
|
|
|
579,755
|
|
|
527,554
|
|
|
559,894
|
|
||||
$330 million notes at 4.875% due May 2023 (1)
|
Level 2
|
|
330,000
|
|
|
316,800
|
|
|
—
|
|
|
—
|
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Shares outstanding for basic earnings per share
|
|
116,845,542
|
|
|
115,946,691
|
|
|
116,589,382
|
|
|
115,726,793
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||
Share-based incentive/purchase plans
|
|
858,048
|
|
|
988,149
|
|
|
867,374
|
|
|
1,015,800
|
|
Shares outstanding for diluted earnings per share
|
|
117,703,590
|
|
|
116,934,840
|
|
|
117,456,756
|
|
|
116,742,593
|
|
|
|
Three Months Ended May 31, 2013
|
||||||||||||||||||||||||||||||
|
|
Americas
|
|
International
|
|
|
|
|
|
|
||||||||||||||||||||||
(in thousands)
|
|
Recycling
|
|
Mills
|
|
Fabrication
|
|
Mill
|
|
Marketing and Distribution
|
|
Corporate
|
|
Eliminations
|
|
Continuing Operations
|
||||||||||||||||
Net sales-unaffiliated customers
|
|
$
|
300,866
|
|
|
$
|
315,185
|
|
|
$
|
380,629
|
|
|
$
|
200,750
|
|
|
$
|
592,988
|
|
|
$
|
3,888
|
|
|
$
|
—
|
|
|
$
|
1,794,306
|
|
Intersegment sales
|
|
40,877
|
|
|
188,507
|
|
|
3,171
|
|
|
2
|
|
|
816
|
|
|
—
|
|
|
(233,373
|
)
|
|
—
|
|
||||||||
Net sales
|
|
341,743
|
|
|
503,692
|
|
|
383,800
|
|
|
200,752
|
|
|
593,804
|
|
|
3,888
|
|
|
(233,373
|
)
|
|
1,794,306
|
|
||||||||
Adjusted operating profit (loss)
|
|
3,155
|
|
|
47,511
|
|
|
13,499
|
|
|
(3,831
|
)
|
|
7,728
|
|
|
(14,834
|
)
|
|
2,524
|
|
|
55,752
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Three Months Ended May 31, 2012
|
||||||||||||||||||||||||||||||
|
|
Americas
|
|
International
|
|
|
|
|
|
|
||||||||||||||||||||||
(in thousands)
|
|
Recycling
|
|
Mills
|
|
Fabrication
|
|
Mill
|
|
Marketing and Distribution
|
|
Corporate
|
|
Eliminations
|
|
Continuing Operations
|
||||||||||||||||
Net sales-unaffiliated customers
|
|
$
|
364,195
|
|
|
$
|
343,700
|
|
|
$
|
375,097
|
|
|
$
|
246,553
|
|
|
$
|
677,859
|
|
|
$
|
(675
|
)
|
|
$
|
—
|
|
|
$
|
2,006,729
|
|
Intersegment sales
|
|
48,217
|
|
|
221,425
|
|
|
4,229
|
|
|
5,285
|
|
|
5,549
|
|
|
—
|
|
|
(284,705
|
)
|
|
—
|
|
||||||||
Net sales
|
|
412,412
|
|
|
565,125
|
|
|
379,326
|
|
|
251,838
|
|
|
683,408
|
|
|
(675
|
)
|
|
(284,705
|
)
|
|
2,006,729
|
|
||||||||
Adjusted operating profit (loss)
|
|
3,895
|
|
|
59,285
|
|
|
199
|
|
|
1,277
|
|
|
23,346
|
|
|
(20,110
|
)
|
|
(122
|
)
|
|
67,770
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Nine Months Ended May 31, 2013
|
||||||||||||||||||||||||||||||
|
|
Americas
|
|
International
|
|
|
|
|
|
|
||||||||||||||||||||||
(in thousands)
|
|
Recycling
|
|
Mills
|
|
Fabrication
|
|
Mill
|
|
Marketing and Distribution
|
|
Corporate
|
|
Eliminations
|
|
Continuing Operations
|
||||||||||||||||
Net sales-unaffiliated customers
|
|
$
|
909,372
|
|
|
$
|
907,303
|
|
|
$
|
1,047,765
|
|
|
$
|
596,450
|
|
|
$
|
1,841,968
|
|
|
$
|
10,348
|
|
|
$
|
—
|
|
|
$
|
5,313,206
|
|
Intersegment sales
|
|
135,706
|
|
|
569,432
|
|
|
10,593
|
|
|
6,134
|
|
|
10,360
|
|
|
—
|
|
|
(732,225
|
)
|
|
—
|
|
||||||||
Net sales
|
|
1,045,078
|
|
|
1,476,735
|
|
|
1,058,358
|
|
|
602,584
|
|
|
1,852,328
|
|
|
10,348
|
|
|
(732,225
|
)
|
|
5,313,206
|
|
||||||||
Adjusted operating profit (loss)
|
|
9,892
|
|
|
148,802
|
|
|
19,879
|
|
|
(7,108
|
)
|
|
51,837
|
|
|
(51,398
|
)
|
|
780
|
|
|
172,684
|
|
||||||||
Total assets*
|
|
272,678
|
|
|
665,405
|
|
|
649,338
|
|
|
456,093
|
|
|
868,978
|
|
|
1,215,106
|
|
|
(543,772
|
)
|
|
3,583,826
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Nine Months Ended May 31, 2012
|
||||||||||||||||||||||||||||||
|
|
Americas
|
|
International
|
|
|
|
|
|
|
||||||||||||||||||||||
(in thousands)
|
|
Recycling
|
|
Mills
|
|
Fabrication
|
|
Mill
|
|
Marketing and Distribution
|
|
Corporate
|
|
Eliminations
|
|
Continuing Operations
|
||||||||||||||||
Net sales-unaffiliated customers
|
|
$
|
1,114,185
|
|
|
$
|
1,032,891
|
|
|
$
|
988,840
|
|
|
$
|
715,651
|
|
|
$
|
2,094,050
|
|
|
$
|
4,676
|
|
|
$
|
—
|
|
|
$
|
5,950,293
|
|
Intersegment sales
|
|
132,676
|
|
|
583,615
|
|
|
11,847
|
|
|
49,458
|
|
|
22,784
|
|
|
—
|
|
|
(800,380
|
)
|
|
—
|
|
||||||||
Net sales
|
|
1,246,861
|
|
|
1,616,506
|
|
|
1,000,687
|
|
|
765,109
|
|
|
2,116,834
|
|
|
4,676
|
|
|
(800,380
|
)
|
|
5,950,293
|
|
||||||||
Adjusted operating profit (loss)
|
|
31,100
|
|
|
171,617
|
|
|
(17,150
|
)
|
|
17,691
|
|
|
45,799
|
|
|
(64,314
|
)
|
|
(8,613
|
)
|
|
176,130
|
|
||||||||
Total assets at August 31, 2012*
|
|
285,136
|
|
|
676,909
|
|
|
629,970
|
|
|
529,160
|
|
|
870,933
|
|
|
961,654
|
|
|
(519,117
|
)
|
|
3,434,645
|
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Earnings from continuing operations
|
|
$
|
18,962
|
|
|
$
|
39,066
|
|
|
$
|
73,036
|
|
|
$
|
191,940
|
|
Income taxes (benefit)
|
|
17,737
|
|
|
7,488
|
|
|
44,969
|
|
|
(72,824
|
)
|
||||
Interest expense
|
|
18,043
|
|
|
19,605
|
|
|
51,557
|
|
|
51,945
|
|
||||
Discounts on sales of accounts receivable
|
|
1,010
|
|
|
1,611
|
|
|
3,122
|
|
|
5,069
|
|
||||
Adjusted operating profit from continuing operations
|
|
55,752
|
|
|
67,770
|
|
|
172,684
|
|
|
176,130
|
|
|
|
Three Months Ended May 31,
|
|
Increase
(Decrease) |
|
Nine Months Ended May 31,
|
|
Increase
(Decrease) |
||||||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
%
|
|
2013
|
|
2012
|
|
%
|
||||||||||
Net sales*
|
|
$
|
1,794,306
|
|
|
$
|
2,006,729
|
|
|
(11
|
)%
|
|
$
|
5,313,206
|
|
|
$
|
5,950,293
|
|
|
(11
|
)%
|
Earnings from continuing operations
|
|
18,962
|
|
|
39,066
|
|
|
(51
|
)%
|
|
73,036
|
|
|
191,940
|
|
|
(62
|
)%
|
||||
Adjusted EBITDA
|
|
89,277
|
|
|
104,257
|
|
|
(14
|
)%
|
|
275,502
|
|
|
255,084
|
|
|
8
|
%
|
|
|
Three Months Ended May 31,
|
|
Increase
(Decrease) |
|
Nine Months Ended May 31,
|
|
Increase
(Decrease) |
||||||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
%
|
|
2013
|
|
2,012
|
|
%
|
||||||||||
Earnings from continuing operations
|
|
$
|
18,962
|
|
|
$
|
39,066
|
|
|
(51
|
)%
|
|
$
|
73,036
|
|
|
$
|
191,940
|
|
|
(62
|
)%
|
Loss (earnings) attributable to noncontrolling interests
|
|
1
|
|
|
(1
|
)
|
|
—
|
%
|
|
(1
|
)
|
|
(3
|
)
|
|
(67
|
)%
|
||||
Interest expense
|
|
18,043
|
|
|
19,605
|
|
|
(8
|
)%
|
|
51,557
|
|
|
51,945
|
|
|
(1
|
)%
|
||||
Income taxes (benefit) from continuing operations
|
|
17,737
|
|
|
7,488
|
|
|
137
|
%
|
|
44,969
|
|
|
(72,824
|
)
|
|
(162
|
)%
|
||||
Depreciation, amortization and impairment charges
|
|
34,533
|
|
|
34,790
|
|
|
—
|
%
|
|
105,598
|
|
|
103,391
|
|
|
2
|
%
|
||||
Adjusted EBITDA from continuing operations
|
|
89,276
|
|
|
100,948
|
|
|
(12
|
)%
|
|
275,159
|
|
|
274,449
|
|
|
—
|
%
|
||||
Adjusted EBITDA from discontinued operations
|
|
1
|
|
|
3,309
|
|
|
(100
|
)%
|
|
343
|
|
|
(19,365
|
)
|
|
(102
|
)%
|
||||
Adjusted EBITDA
|
|
$
|
89,277
|
|
|
$
|
104,257
|
|
|
(14
|
)%
|
|
$
|
275,502
|
|
|
$
|
255,084
|
|
|
8
|
%
|
|
||||||||||||||||
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Americas Recycling
|
|
$
|
341,743
|
|
|
$
|
412,412
|
|
|
$
|
1,045,078
|
|
|
$
|
1,246,861
|
|
Americas Mills
|
|
503,692
|
|
|
565,125
|
|
|
1,476,735
|
|
|
1,616,506
|
|
||||
Americas Fabrication
|
|
383,800
|
|
|
379,326
|
|
|
1,058,358
|
|
|
1,000,687
|
|
||||
International Mill
|
|
200,752
|
|
|
251,838
|
|
|
602,584
|
|
|
765,109
|
|
||||
International Marketing and Distribution
|
|
593,804
|
|
|
683,408
|
|
|
1,852,328
|
|
|
2,116,834
|
|
||||
Corporate
|
|
3,888
|
|
|
(675
|
)
|
|
10,348
|
|
|
4,676
|
|
||||
Eliminations
|
|
(233,373
|
)
|
|
(284,705
|
)
|
|
(732,225
|
)
|
|
(800,380
|
)
|
||||
|
|
$
|
1,794,306
|
|
|
$
|
2,006,729
|
|
|
$
|
5,313,206
|
|
|
$
|
5,950,293
|
|
Adjusted operating profit (loss):
|
|
|
|
|
|
|
|
|
||||||||
Americas Recycling
|
|
$
|
3,155
|
|
|
$
|
3,895
|
|
|
$
|
9,892
|
|
|
$
|
31,100
|
|
Americas Mills
|
|
47,511
|
|
|
59,285
|
|
|
148,802
|
|
|
171,617
|
|
||||
Americas Fabrication
|
|
13,499
|
|
|
199
|
|
|
19,879
|
|
|
(17,150
|
)
|
||||
International Mill
|
|
(3,831
|
)
|
|
1,277
|
|
|
(7,108
|
)
|
|
17,691
|
|
||||
International Marketing and Distribution
|
|
7,728
|
|
|
23,346
|
|
|
51,837
|
|
|
45,799
|
|
||||
Corporate
|
|
(14,834
|
)
|
|
(20,110
|
)
|
|
(51,398
|
)
|
|
(64,314
|
)
|
||||
Eliminations
|
|
2,524
|
|
|
(122
|
)
|
|
780
|
|
|
(8,613
|
)
|
||||
Adjusted operating profit from Continuing Operations
|
|
55,752
|
|
|
67,770
|
|
|
172,684
|
|
|
176,130
|
|
||||
Discontinued Operations
|
|
1
|
|
|
2,622
|
|
|
343
|
|
|
(21,543
|
)
|
||||
Adjusted operating profit
|
|
$
|
55,753
|
|
|
$
|
70,392
|
|
|
$
|
173,027
|
|
|
$
|
154,587
|
|
|
|
Three Months Ended May 31,
|
|
Nine Months Ended May 31,
|
||||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Americas Recycling
|
|
$
|
4,740
|
|
|
$
|
(2,991
|
)
|
|
$
|
6,133
|
|
|
$
|
2,951
|
|
Americas Mills
|
|
1,331
|
|
|
(662
|
)
|
|
2,888
|
|
|
(1,209
|
)
|
||||
Americas Fabrication
|
|
3,729
|
|
|
(1,443
|
)
|
|
11,452
|
|
|
11,585
|
|
||||
International Marketing and Distribution
|
|
6,700
|
|
|
513
|
|
|
19,745
|
|
|
4,036
|
|
||||
Consolidated pre-tax LIFO (expense) income
|
|
$
|
16,500
|
|
|
$
|
(4,583
|
)
|
|
$
|
40,218
|
|
|
$
|
17,363
|
|
|
|
Three Months Ended May 31,
|
|
Increase (Decrease)
|
|
Nine Months Ended May 31,
|
|
Increase (Decrease)
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
Amount
|
|
%
|
|
2013
|
|
2012
|
|
Amount
|
|
%
|
||||||||||||||
Average ferrous selling price
|
|
$
|
331
|
|
|
$
|
354
|
|
|
$
|
(23
|
)
|
|
(6
|
)%
|
|
$
|
329
|
|
|
$
|
356
|
|
|
$
|
(27
|
)
|
|
(8
|
)%
|
Average nonferrous selling price
|
|
$
|
2,735
|
|
|
$
|
2,867
|
|
|
$
|
(132
|
)
|
|
(5
|
)%
|
|
$
|
2,784
|
|
|
$
|
2,880
|
|
|
$
|
(96
|
)
|
|
(3
|
)%
|
Ferrous tons shipped
|
|
532
|
|
|
588
|
|
|
(56
|
)
|
|
(10
|
)%
|
|
1,550
|
|
|
1,676
|
|
|
(126
|
)
|
|
(8
|
)%
|
||||||
Nonferrous tons shipped
|
|
56
|
|
|
60
|
|
|
(4
|
)
|
|
(7
|
)%
|
|
174
|
|
|
181
|
|
|
(7
|
)
|
|
(4
|
)%
|
||||||
Total tons shipped
|
|
588
|
|
|
648
|
|
|
(60
|
)
|
|
(9
|
)%
|
|
1,724
|
|
|
1,857
|
|
|
(133
|
)
|
|
(7
|
)%
|
|
|
Three Months Ended May 31,
|
|
Increase (Decrease)
|
|
Nine Months Ended May 31,
|
|
Increase (Decrease)
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
Amount
|
|
%
|
|
2013
|
|
2012
|
|
Amount
|
|
%
|
||||||||||||||
Tons melted
|
|
617
|
|
|
664
|
|
|
(47
|
)
|
|
(7
|
)%
|
|
1,815
|
|
|
1,938
|
|
|
(123
|
)
|
|
(6
|
)%
|
||||||
Tons rolled
|
|
594
|
|
|
581
|
|
|
13
|
|
|
2
|
%
|
|
1,731
|
|
|
1,672
|
|
|
59
|
|
|
4
|
%
|
||||||
Tons shipped
|
|
640
|
|
|
695
|
|
|
(55
|
)
|
|
(8
|
)%
|
|
1,908
|
|
|
1,980
|
|
|
(72
|
)
|
|
(4
|
)%
|
||||||
Average mill selling price (finished goods)
|
|
$
|
680
|
|
|
$
|
738
|
|
|
$
|
(58
|
)
|
|
(8
|
)%
|
|
$
|
687
|
|
|
$
|
741
|
|
|
$
|
(54
|
)
|
|
(7
|
)%
|
Average mill selling price (total sales)
|
|
671
|
|
|
715
|
|
|
(44
|
)
|
|
(6
|
)%
|
|
674
|
|
|
716
|
|
|
(42
|
)
|
|
(6
|
)%
|
||||||
Average cost of ferrous scrap consumed
|
|
352
|
|
|
393
|
|
|
(41
|
)
|
|
(10
|
)%
|
|
347
|
|
|
390
|
|
|
(43
|
)
|
|
(11
|
)%
|
||||||
Average metal margin
|
|
319
|
|
|
322
|
|
|
(3
|
)
|
|
(1
|
)%
|
|
327
|
|
|
326
|
|
|
1
|
|
|
—
|
%
|
||||||
Average ferrous scrap purchase price
|
|
306
|
|
|
352
|
|
|
(46
|
)
|
|
(13
|
)%
|
|
302
|
|
|
349
|
|
|
(47
|
)
|
|
(13
|
)%
|
|
|
Three Months Ended May 31,
|
|
Increase (Decrease)
|
|
Nine Months Ended May 31,
|
|
Increase (Decrease)
|
||||||||||||||||
(pounds in millions)
|
|
2013
|
|
2012
|
|
Amount
|
|
%
|
|
2013
|
|
2012
|
|
Amount
|
|
%
|
||||||||
Pounds shipped
|
|
11.4
|
|
|
11.1
|
|
|
0.3
|
|
|
3
|
%
|
|
31.5
|
|
|
29.8
|
|
|
1.7
|
|
|
6
|
%
|
Pounds produced
|
|
8.1
|
|
|
10.7
|
|
|
(2.6
|
)
|
|
(24
|
)%
|
|
24.9
|
|
|
27.8
|
|
|
(2.9
|
)
|
|
(10
|
)%
|
|
|
Three Months Ended May 31,
|
|
Increase (Decrease)
|
|
Nine Months Ended May 31,
|
|
Increase (Decrease)
|
||||||||||||||||
Tons shipped (in thousands)
|
|
2013
|
|
2012
|
|
Amount
|
|
%
|
|
2013
|
|
2012
|
|
Amount
|
|
%
|
||||||||
Rebar
|
|
234
|
|
|
255
|
|
|
(21
|
)
|
|
(8
|
)%
|
|
663
|
|
|
660
|
|
|
3
|
|
|
—
|
%
|
Structural
|
|
13
|
|
|
15
|
|
|
(2
|
)
|
|
(13
|
)%
|
|
40
|
|
|
43
|
|
|
(3
|
)
|
|
(7
|
)%
|
Post
|
|
30
|
|
|
28
|
|
|
2
|
|
|
7
|
%
|
|
75
|
|
|
72
|
|
|
3
|
|
|
4
|
%
|
|
|
Three Months Ended May 31,
|
|
Increase (Decrease)
|
|
Nine Months Ended May 31,
|
|
Increase (Decrease)
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
Amount
|
|
%
|
|
2013
|
|
2012
|
|
Amount
|
|
%
|
||||||||||||||
Tons melted
|
|
320
|
|
|
400
|
|
|
(80
|
)
|
|
(20
|
)%
|
|
979
|
|
|
1,234
|
|
|
(255
|
)
|
|
(21
|
)%
|
||||||
Tons rolled
|
|
294
|
|
|
343
|
|
|
(49
|
)
|
|
(14
|
)%
|
|
875
|
|
|
1,052
|
|
|
(177
|
)
|
|
(17
|
)%
|
||||||
Tons shipped
|
|
325
|
|
|
374
|
|
|
(49
|
)
|
|
(13
|
)%
|
|
947
|
|
|
1,164
|
|
|
(217
|
)
|
|
(19
|
)%
|
||||||
Average mill selling price (total sales)
|
|
$
|
582
|
|
|
$
|
624
|
|
|
$
|
(42
|
)
|
|
(7
|
)%
|
|
$
|
596
|
|
|
$
|
613
|
|
|
$
|
(17
|
)
|
|
(3
|
)%
|
Average ferrous scrap production cost
|
|
348
|
|
|
411
|
|
|
(63
|
)
|
|
(15
|
)%
|
|
369
|
|
|
396
|
|
|
(27
|
)
|
|
(7
|
)%
|
||||||
Average metal margin
|
|
234
|
|
|
213
|
|
|
21
|
|
|
10
|
%
|
|
227
|
|
|
217
|
|
|
10
|
|
|
5
|
%
|
||||||
Average ferrous scrap purchase price
|
|
277
|
|
|
330
|
|
|
(53
|
)
|
|
(16
|
)%
|
|
299
|
|
|
323
|
|
|
(24
|
)
|
|
(7
|
)%
|
(in thousands)
|
|
Total Facility
|
|
Availability
|
|||
Cash and cash equivalents
|
|
$
|
453,269
|
|
|
$ N/A
|
|
Revolving credit facility
|
|
300,000
|
|
|
268,096
|
|
|
Domestic receivable sales facility
|
|
200,000
|
|
|
165,000
|
|
|
International accounts receivable sales facilities
|
|
128,619
|
|
|
60,709
|
|
|
Bank credit facilities — uncommitted
|
|
105,373
|
|
|
105,373
|
|
|
Notes due from 2013 to 2023
|
|
1,370,037
|
|
|
*
|
|
|
Equipment notes
|
|
13,509
|
|
|
*
|
|
•
|
Accounts receivable - Excluding the impacts of our accounts receivable sales program discussed below, accounts receivable decreased during the first
nine
months of 2013 from lower sales in the
third
quarter of 2013 as compared to the fourth quarter of 2012. Days' sales outstanding was 48 days and 41 days as of
May 31, 2013
and
2012
, respectively.
|
•
|
Accounts receivable sold (repurchased) - We reduced the use of our accounts receivable sales program during the first
nine
months of fiscal 2013 as compared to receivable sales during the first
nine
months of 2012.
|
•
|
Inventory - Inventory increased during the first
nine
months of fiscal 2013 as our sales declined at a faster pace than our production as compared to the first
nine
months of 2012. Days' sales in inventory was 46 days and 43 days as of
May 31, 2013
and
2012
, respectively.
|
|
|
Payments Due By Period*
|
||||||||||||||||||
Contractual Obligations (in thousands)
|
|
Total
|
|
Less than
1 Year |
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years |
||||||||||
Long-term debt(1)
|
|
$
|
1,383,547
|
|
|
$
|
144,162
|
|
|
$
|
6,076
|
|
|
$
|
402,839
|
|
|
$
|
830,470
|
|
Interest(2)
|
|
461,643
|
|
|
80,171
|
|
|
158,275
|
|
|
135,091
|
|
|
88,106
|
|
|||||
Operating leases(3)
|
|
125,216
|
|
|
36,141
|
|
|
52,383
|
|
|
26,237
|
|
|
10,455
|
|
|||||
Purchase obligations(4)
|
|
1,050,995
|
|
|
695,241
|
|
|
177,296
|
|
|
110,180
|
|
|
68,278
|
|
|||||
Total contractual cash obligations
|
|
$
|
3,021,401
|
|
|
$
|
955,715
|
|
|
$
|
394,030
|
|
|
$
|
674,347
|
|
|
$
|
997,309
|
|
(1)
|
Total amounts are included in the
May 31, 2013
consolidated balance sheet. See Note 8, Credit Arrangements, to the unaudited consolidated financial statements included in this report.
|
(2)
|
Interest payments related to our short-term debt are not included in the table as they do not represent a significant obligation as of
May 31, 2013
.
|
(3)
|
Includes minimum lease payment obligations for non-cancelable equipment and real-estate leases in effect as of
May 31, 2013
.
|
(4)
|
Approximately 74% of these purchase obligations are for inventory items to be sold in the ordinary course of business. Purchase obligations include all enforceable, legally binding agreements to purchase goods or services that specify all significant terms, regardless of the duration of the agreement. Agreements with variable terms are excluded because we are unable to estimate the minimum amounts. Another significant obligation relates to capital expenditures.
|
•
|
absence of global economic recovery or possible recession relapse and pace of overall global economic activity;
|
•
|
solvency of financial institutions and their ability or willingness to lend;
|
•
|
success or failure of governmental efforts to stimulate the economy including restoring credit availability and confidence in a recovery;
|
•
|
continued sovereign debt problems in the Euro-zone;
|
•
|
customer non-compliance with contracts;
|
•
|
financial covenants and restrictions on the operations of our business contained in agreements governing our debt;
|
•
|
construction activity or lack thereof;
|
•
|
decisions by governments affecting the level of steel imports, including tariffs and duties;
|
•
|
litigation claims and settlements;
|
•
|
difficulties or delays in the execution of construction contracts resulting in cost overruns or contract disputes;
|
•
|
metals pricing over which we exert little influence;
|
•
|
increased capacity and product availability from competing steel minimills and other steel suppliers including import
|
•
|
execution of cost reduction strategies;
|
•
|
ability to retain key executives;
|
•
|
court decisions and regulatory rulings;
|
•
|
industry consolidation or changes in production capacity or utilization;
|
•
|
global factors including political and military uncertainties;
|
•
|
currency fluctuations;
|
•
|
interest rate changes;
|
•
|
availability and pricing of raw materials, including scrap metal, energy, insurance and supply prices;
|
•
|
passage of new, or interpretation of existing, environmental laws and regulations;
|
•
|
business disruptions, costs and future events related to any tender offers and proxy contests initiated by an activist
|
•
|
ability to make necessary capital expenditures;
|
•
|
unexpected equipment failures;
|
•
|
competition from other materials;
|
•
|
losses or limited potential gains due to hedging transactions;
|
•
|
risk of injury or death to employees, customers or other visitors to our operations;
|
•
|
increased costs related to health care reform legislation; and
|
•
|
those factors listed under Item 1A. "Risk Factors" included in the Company's Annual Report filed on Form 10-K for the fiscal year ended August 31, 2012 and any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
|
ITEM 6.
|
EXHIBITS
|
32.2
|
Certification of Barbara R. Smith, Senior Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
101*
|
The following financial information from Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations (Unaudited), (ii) the Consolidated Statements of Comprehensive Income (Unaudited) (iii) the Consolidated Balance Sheets (Unaudited), (iv) the Consolidated Statements of Cash Flows (Unaudited), (v) the Consolidated Statements of Stockholders' Equity (Unaudited) and (vi) the Notes to Consolidated Financial Statements (submitted electronically herewith).
|
*
|
In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|
|
COMMERCIAL METALS COMPANY
|
|
|
July 2, 2013
|
/s/ Barbara R. Smith
|
|
Barbara R. Smith
|
|
Senior Vice President and Chief Financial Officer
(Duly authorized officer and principal financial officer of the registrant)
|
Exhibit No.
|
|
Description of Exhibit
|
3.1(a)
|
|
Restated Certificate of Incorporation (filed as Exhibit 3(i) to Commercial Metals' Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).
|
|
|
|
3.1(b)
|
|
Certificate of Amendment of Restated Certificate of Incorporation dated February 1, 1994 (filed as Exhibit 3(i)(a) to Commercial Metals' Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).
|
|
|
|
3.1(c)
|
|
Certificate of Amendment of Restated Certificate of Incorporation dated February 17, 1995 (filed as Exhibit 3(i)(b) to Commercial Metals' Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).
|
|
|
|
3.1(d)
|
|
Certificate of Amendment of Restated Certificate of Incorporation Dated January 22, 2001 (filed as Exhibit 3(i)(d) to Commercial Metals' Form 10-Q for the quarter ended February 29, 2004 and incorporated herein by reference).
|
|
|
|
3.1(e)
|
|
Certificate of Amendment of Restated Certificate of Incorporation dated January 26, 2006 (filed as Exhibit 3(i) to Commercial Metals' Form 10-Q for the quarter ended February 28, 2006 and incorporated herein by reference).
|
|
|
|
3.1(f)
|
|
Certificate of Designation, Preferences and Rights of Series A Preferred Stock (filed as Exhibit 2 to Commercial Metals' Form 8-A filed August 3, 1999 and incorporated herein by reference).
|
|
|
|
3.1(g)
|
|
Certificate of Designation of Series B Junior Participating Preferred Stock of Commercial Metals Company (filed as Exhibit 99.2 to Commercial Metals' Form 8-A filed August 1, 2011 and incorporated herein by reference).
|
|
|
|
3.1(h)
|
|
Certificate of Elimination of Series B Junior Participating Preferred Stock dated December 7, 2012 (filed as Exhibit 3.1 to Commercial Metals' Form 8-K filed December 7, 2012 and incorporated herein by reference).
|
|
|
|
3.2
|
|
Second Amended and Restated Bylaws (filed as Exhibit 3.1 to Commercial Metals' Form 8-K filed October 25, 2010 and incorporated herein by reference).
|
|
|
|
4.1
|
|
Indenture, dated as of May 6, 2013, between the Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Commercial Metals' Registration Statement on Form S-3 Filed May 6, 2013 and incorporated herein by reference).
|
|
|
|
4.2
|
|
First Supplemental Indenture, dated as of May 20, 2013, to the Indenture, dated as of May 6, 2013, between Commercial Metals Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Commercial Metals' Current Report on Form 8-K filed May 20, 2013 and incorporated herein by reference).
|
|
|
|
4.3
|
|
Form of 4.875% Senior Note due 2023 (filed as Exhibit 4.2 to Commercial Metals' Current Report on Form 8-K filed May 20, 2013 and incorporated herein by reference).
|
|
|
|
10.1
|
|
First Amendment to Third Amended and Restated Credit Agreement, dated April 29, 2013, among Commercial Metals Company, CMCLUX, S.à.r.l., the lenders party to the Credit Agreement and Bank of America, N.A., as administrative agent (filed herewith).
|
|
|
|
10.2
|
|
Underwriting Agreement, dated May 8, 2013, among the Company, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein (filed as Exhibit 1.1 to Commercial Metals' Current Report on Form 8-K filed May 9, 2013 and incorporated herein by reference).
|
|
|
|
10.3
|
|
Omnibus Amendment No. 1 (Amendment No. 2 to Receivables Sale Agreement, Amendment No. 2 to Receivables Purchase Agreement, and Amendment No. 2 to Performance Undertaking), dated May 3, 2013, by and among Commercial Metals Company, individually and as provider of the Performance Undertaking, CMC Cometals Processing, Inc., Howell Metal Company, Structural Metals, Inc., CMC Steel Fabricators, Inc., SMI Steel LLC, SMI-Owen Steel Company, Inc., Owen Electric Steel Company of South Carolina, AHT, Inc., CMC Receivables, Inc., Liberty Street Funding LLC, The Bank of Novia Scotia, individually and in its capacity as administrator of the Liberty Street Funding Group, and Wells Fargo Bank, N.A., individually and as administrative agent (filed herewith).
|
|
|
|
31.1
|
|
Certification of Joseph Alvarado, President and Chief Executive Officer of Commercial Metals Company, pursuant to Section 302 to the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
31.2
|
|
Certification of Barbara R. Smith, Senior Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
32.1
|
|
Certification of Joseph Alvarado, President and Chief Executive Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
32.2
|
|
Certification of Barbara R. Smith, Senior Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
101*
|
|
The following financial information from Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations (Unaudited), (ii) the Consolidated Statements of Comprehensive Income (Unaudited) (iii) the Consolidated Balance Sheets (Unaudited), (iv) the Consolidated Statements of Cash Flows (Unaudited), (v) the Consolidated Statements of Stockholders' Equity (Unaudited) and (vi) the Notes to Consolidated Financial Statements (submitted electronically herewith).
|
*
|
In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
|
5.1.
|
The Administrative Agent shall have received:
|
Originator
|
Participating Division
|
|
|
Commercial Metals Company
|
ALL DIVISIONS
|
|
|
CMC Cometals Processing, Inc.
|
ALL DIVISIONS
|
|
|
Howell Metal Company
|
ALL DIVISIONS
|
|
|
AHT, Inc.
|
ALL DIVISIONS
|
|
|
Structural Metals, Inc.
|
CMC Steel Texas
|
|
CMC Logistics
|
|
CMC Distribution
|
|
|
CMC Steel Fabricators, Inc.
|
CMC Steel Arizona
|
|
CMC Southern Post
|
|
CMC Steel Arkansas
|
|
|
SMI Steel LLC
|
CMC Steel Alabama
|
|
|
Owen Electric Steel Company of South Carolina
|
CMC Steel South Carolina
|
/s/ Joseph Alvarado
|
Joseph Alvarado
President and Chief Executive Officer
|
/s/ Barbara R. Smith
|
Barbara R. Smith
Senior Vice President and Chief Financial Officer
|
/s/ Joseph Alvarado
|
Joseph Alvarado
|
President and Chief Executive Officer
|
/s/ Barbara R. Smith
|
Barbara R. Smith
|
Senior Vice President and Chief Financial Officer
|