(Mark One)
|
|
|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the fiscal year ended August 31, 2015
|
or
|
||
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period from to
|
Delaware
|
|
75-0725338
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
6565 North MacArthur Blvd,
Irving, TX
(Address of principal executive offices)
|
|
75039
(Zip Code)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.01 par value
|
|
New York Stock Exchange
|
Preferred Stock Purchase Rights
|
|
New York Stock Exchange
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
|
|
|
|
Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
|
|
|
|
|
(in short tons)
|
|
2015
|
|
2014
|
|
2013
|
Tons melted
|
|
2,553,000
|
|
2,627,000
|
|
2,407,000
|
Tons rolled
|
|
2,387,000
|
|
2,437,000
|
|
2,295,000
|
Tons shipped
|
|
2,687,000
|
|
2,773,000
|
|
2,561,000
|
•
|
a melt shop with an electric arc furnace;
|
•
|
continuous casting equipment that shapes molten metal into billets;
|
•
|
a reheating furnace that prepares billets for rolling;
|
•
|
a rolling mill that forms products from heated billets;
|
•
|
a mechanical cooling bed that receives hot products from the rolling mill;
|
•
|
finishing facilities that cut, straighten, bundle and prepare products for shipping; and
|
•
|
supporting facilities such as maintenance, warehouse and office areas.
|
Segment
|
|
Number of Employees
|
|
Americas Recycling
|
|
1,252
|
|
Americas Mills
|
|
1,793
|
|
Americas Fabrication
|
|
3,297
|
|
International Mill
|
|
1,811
|
|
International Marketing and Distribution
|
|
461
|
|
Corporate
|
|
512
|
|
Total
|
|
9,126
|
|
|
|
|
|
|
|
EXECUTIVE
|
NAME
|
|
CURRENT POSITION & OFFICES
|
|
AGE
|
|
OFFICER SINCE
|
Joseph Alvarado
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
63
|
|
2010
|
Adam B. Batchelor
|
|
Vice President of Strategy and Planning
|
|
34
|
|
2013
|
Carey J. Dubois
|
|
Vice President and Treasurer
|
|
55
|
|
2012
|
John Elmore
|
|
Senior Vice President and President of CMC International
|
|
57
|
|
2012
|
Terry Hatten
|
|
Vice President and Chief Human Resources Officer
|
|
48
|
|
2013
|
Adam R. Hickey
|
|
Vice President and Controller
|
|
40
|
|
2012
|
Paul K. Kirkpatrick
|
|
Vice President, General Counsel and Corporate Secretary
|
|
44
|
|
2013
|
Tracy L. Porter
|
|
Senior Vice President and President, CMC Americas Division
|
|
58
|
|
2010
|
Barbara R. Smith
|
|
Senior Vice President and Chief Financial Officer
|
|
56
|
|
2011
|
•
|
political, military, terrorist or major pandemic events;
|
•
|
local labor and social issues;
|
•
|
legal and regulatory requirements or limitations imposed by foreign governments (particularly those with significant steel consumption or steel related production including China, Brazil, Russia and India), including quotas, tariffs or other protectionist trade barriers, adverse tax law changes, nationalization or currency restrictions;
|
•
|
disruptions or delays in shipments caused by customs compliance or government agencies; and
|
•
|
potential difficulties in staffing and managing local operations.
|
2015
FISCAL QUARTER |
|
HIGH
|
|
LOW
|
|
CASH DIVIDENDS
|
1st
|
|
$18.67
|
|
$14.21
|
|
$0.12
|
2nd
|
|
16.71
|
|
12.80
|
|
0.12
|
3rd
|
|
17.01
|
|
14.24
|
|
0.12
|
4th
|
|
17.76
|
|
13.64
|
|
0.12
|
2014
FISCAL QUARTER |
|
HIGH
|
|
LOW
|
|
CASH DIVIDENDS
|
1st
|
|
$19.70
|
|
$14.69
|
|
$0.12
|
2nd
|
|
21.20
|
|
18.36
|
|
0.12
|
3rd
|
|
19.85
|
|
17.69
|
|
0.12
|
4th
|
|
18.40
|
|
16.66
|
|
0.12
|
|
|
A.
|
|
B.
|
|
C.
|
PLAN CATEGORY
|
|
NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS |
|
WEIGHTED-AVERAGE
EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS |
|
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) |
Equity
|
|
|
|
|
|
|
Compensation plans
approved by security holders |
|
842,217
|
|
$13.04
|
|
12,744,798
|
Equity
|
|
|
|
|
|
|
Compensation plans not approved by security holders
|
|
—
|
|
—
|
|
—
|
TOTAL
|
|
842,217
|
|
$13.04
|
|
12,744,798
|
|
|
8/10
|
|
8/11
|
|
8/12
|
|
8/13
|
|
8/14
|
|
8/15
|
Commercial Metals Company
|
|
100.00
|
|
93.06
|
|
104.74
|
|
126.40
|
|
150.59
|
|
141.15
|
S&P 500
|
|
100.00
|
|
118.50
|
|
139.83
|
|
165.99
|
|
207.89
|
|
208.88
|
S&P Steel
|
|
100.00
|
|
106.56
|
|
76.38
|
|
78.08
|
|
100.53
|
|
80.15
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(1)
|
|||||
June 1, 2015 - June 30, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
58,193,939
|
|
July 1, 2015 - July 31, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,193,939
|
|
|
August 1, 2015 - August 31, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,193,939
|
|
|
Total
|
|
—
|
|
|
|
|
—
|
|
|
|
(1)
|
On October 27, 2014, the Company announced that CMC's Board of Directors had authorized a new share repurchase program under which the Company may repurchase up to $100.0 million of shares of CMC common stock. This new program replaced the existing program, which was terminated by CMC's Board of Directors in connection with the approval of the new program. The new share repurchase program does not require the Company to purchase any dollar amount or number of shares of CMC common stock and may be modified, suspended, extended or terminated by the Company at any time without prior notice.
|
|
|
Year Ended August 31,
|
||||||||||||||||||
(in thousands, except per share and ratio data)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Net sales*
|
|
$
|
5,988,605
|
|
|
$
|
6,790,438
|
|
|
$
|
6,601,070
|
|
|
$
|
7,302,816
|
|
|
$
|
7,374,105
|
|
Earnings from continuing operations attributable to CMC*
|
|
161,322
|
|
|
109,090
|
|
|
104,719
|
|
|
212,772
|
|
|
17,582
|
|
|||||
Diluted earnings per share from continuing operations attributable to CMC*
|
|
1.37
|
|
|
0.92
|
|
0.89
|
|
|
1.82
|
|
|
0.15
|
|
||||||
Total assets
|
|
3,372,302
|
|
|
3,688,520
|
|
|
3,494,801
|
|
|
3,441,246
|
|
|
3,683,131
|
|
|||||
Stockholders' equity attributable to CMC
|
|
1,319,201
|
|
|
1,348,480
|
|
|
1,269,999
|
|
|
1,246,368
|
|
|
1,160,425
|
|
|||||
Long-term debt
|
|
1,277,882
|
|
|
1,281,042
|
|
|
1,278,814
|
|
|
1,157,073
|
|
|
1,167,497
|
|
|||||
Cash dividends per share
|
|
0.48
|
|
|
0.48
|
|
|
0.48
|
|
|
0.48
|
|
|
0.48
|
|
|||||
Ratio of earnings to fixed charges*
|
|
3.63
|
|
|
2.69
|
|
|
3.03
|
|
|
3.08
|
|
|
1.44
|
|
•
|
conditions, including recovery from the recent recession, continued sovereign debt problems in the Euro-zone and construction activity or lack thereof, and their impact in a highly cyclical industry;
|
•
|
rapid and significant changes in the price of metals;
|
•
|
excess capacity in our industry, particularly in China, and product availability from competing steel minimills and other steel suppliers including import quantities and pricing;
|
•
|
currency fluctuations;
|
•
|
compliance with and changes in environmental laws and regulations, including increased regulation associated with climate change and greenhouse gas emissions;
|
•
|
potential limitations in our or our customers' ability to access credit and non-compliance by our customers with our contracts;
|
•
|
financial covenants and restrictions on the operation of our business contained in agreements governing our debt;
|
•
|
global factors, including political and military uncertainties;
|
•
|
availability of electricity and natural gas for minimill operations;
|
•
|
information technology interruptions and breaches in security data;
|
•
|
ability to retain key executives;
|
•
|
ability to make necessary capital expenditures;
|
•
|
availability and pricing of raw materials over which we exert little influence, including scrap metal, energy, insurance and supply prices;
|
•
|
unexpected equipment failures;
|
•
|
competition from other materials or from competitors that have a lower cost structure or access to greater financial resources;
|
•
|
losses or limited potential gains due to hedging transactions;
|
•
|
litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks;
|
•
|
risk of injury or death to employees, customers or other visitors to our operations; and
|
•
|
increased costs related to health care reform legislation.
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands except per share data)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales*
|
|
$
|
5,988,605
|
|
|
$
|
6,790,438
|
|
|
$
|
6,601,070
|
|
Adjusted operating profit*+
|
|
323,835
|
|
|
232,687
|
|
|
234,148
|
|
|||
LIFO expense (income)** effect on net earnings attributable to CMC*
|
|
(51,537
|
)
|
|
8,839
|
|
|
(34,393
|
)
|
|||
Per diluted share*
|
|
(0.44
|
)
|
|
0.07
|
|
|
(0.29
|
)
|
|||
Earnings from continuing operations
|
|
161,322
|
|
|
109,091
|
|
|
104,723
|
|
|||
Per diluted share
|
|
1.37
|
|
|
0.92
|
|
|
0.89
|
|
|||
Adjusted EBITDA*+
|
|
464,630
|
|
|
366,378
|
|
|
366,538
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Earnings from continuing operations
|
|
$
|
161,322
|
|
|
$
|
109,091
|
|
|
$
|
104,723
|
|
Less: Net earnings attributable to noncontrolling interests
|
|
—
|
|
|
1
|
|
|
4
|
|
|||
Interest expense
|
|
77,760
|
|
|
77,037
|
|
|
68,439
|
|
|||
Income taxes
|
|
83,206
|
|
|
42,724
|
|
|
57,979
|
|
|||
Depreciation and amortization
|
|
132,503
|
|
|
134,222
|
|
|
130,825
|
|
|||
Impairment charges
|
|
9,839
|
|
|
3,305
|
|
|
4,576
|
|
|||
Adjusted EBITDA
|
|
$
|
464,630
|
|
|
$
|
366,378
|
|
|
$
|
366,538
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Earnings from continuing operations
|
|
$
|
161,322
|
|
|
$
|
109,091
|
|
|
$
|
104,723
|
|
Income taxes
|
|
83,206
|
|
|
42,724
|
|
|
57,979
|
|
|||
Interest expense
|
|
77,760
|
|
|
77,037
|
|
|
68,439
|
|
|||
Discounts on sales of accounts receivable
|
|
1,547
|
|
|
3,835
|
|
|
3,007
|
|
|||
Adjusted operating profit
|
|
$
|
323,835
|
|
|
$
|
232,687
|
|
|
$
|
234,148
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
$
|
1,022,621
|
|
|
$
|
1,367,070
|
|
Adjusted operating loss
|
|
(18,637
|
)
|
|
(3,222
|
)
|
||
Pre-tax LIFO income
|
|
(10,520
|
)
|
|
(2,465
|
)
|
||
|
|
|
|
|
||||
Average selling price (per short ton)
|
|
|
|
|
||||
Average ferrous selling price
|
|
$
|
257
|
|
|
$
|
327
|
|
Average nonferrous selling price
|
|
2,273
|
|
|
2,631
|
|
||
|
|
|
|
|
||||
Short tons shipped (in thousands)
|
|
|
|
|
||||
Ferrous tons shipped
|
|
1,778
|
|
|
2,097
|
|
||
Nonferrous tons shipped
|
|
225
|
|
|
232
|
|
||
Total tons shipped
|
|
2,003
|
|
|
2,329
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
$
|
1,841,812
|
|
|
$
|
1,991,334
|
|
Adjusted operating profit
|
|
304,272
|
|
|
247,703
|
|
||
Pre-tax LIFO expense (income)
|
|
(48,765
|
)
|
|
8,833
|
|
||
|
|
|
|
|
||||
Average price (per short ton)
|
|
|
|
|
||||
Finished goods selling price
|
|
$
|
648
|
|
|
$
|
690
|
|
Total sales
|
|
637
|
|
|
675
|
|
||
Cost of ferrous scrap consumed
|
|
282
|
|
|
348
|
|
||
Metal margin
|
|
355
|
|
|
327
|
|
||
Ferrous scrap purchase price
|
|
239
|
|
|
305
|
|
||
|
|
|
|
|
||||
Short tons (in thousands)
|
|
|
|
|
||||
Tons melted
|
|
2,553
|
|
|
2,627
|
|
||
Tons rolled
|
|
2,387
|
|
|
2,437
|
|
||
Tons shipped
|
|
2,687
|
|
|
2,773
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
$
|
1,624,238
|
|
|
$
|
1,537,485
|
|
Adjusted operating profit
|
|
39,183
|
|
|
6,196
|
|
||
Pre-tax LIFO expense (income)
|
|
(16,646
|
)
|
|
578
|
|
||
|
|
|
|
|
||||
Average selling price (excluding stock and buyout sales) (per short ton)
|
|
|
|
|
||||
Rebar
|
|
$
|
913
|
|
|
$
|
895
|
|
Structural
|
|
2,543
|
|
|
2,231
|
|
||
Post
|
|
886
|
|
|
887
|
|
||
|
|
|
|
|
||||
Short tons shipped (in thousands)
|
|
|
|
|
||||
Rebar
|
|
1,026
|
|
|
988
|
|
||
Structural
|
|
38
|
|
|
53
|
|
||
Post
|
|
97
|
|
|
99
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
$
|
626,251
|
|
|
$
|
823,193
|
|
Adjusted operating profit
|
|
17,555
|
|
|
30,632
|
|
||
|
|
|
|
|
||||
Average price (per short ton)
|
|
|
|
|
||||
Total sales
|
|
$
|
480
|
|
|
$
|
605
|
|
Cost of ferrous scrap consumed
|
|
274
|
|
|
351
|
|
||
Metal margin
|
|
206
|
|
|
254
|
|
||
Ferrous scrap purchase price
|
|
231
|
|
|
297
|
|
||
|
|
|
|
|
||||
Short tons (in thousands)
|
|
|
|
|
||||
Tons melted
|
|
1,285
|
|
|
1,235
|
|
||
Tons rolled
|
|
1,145
|
|
|
1,137
|
|
||
Tons shipped
|
|
1,226
|
|
|
1,285
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Net sales
|
|
$
|
1,897,617
|
|
|
$
|
2,120,537
|
|
Adjusted operating profit
|
|
57,885
|
|
|
24,027
|
|
||
Pre-tax LIFO expense (income)
|
|
(3,356
|
)
|
|
6,652
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2014
|
|
2013
|
||||
Net sales
|
|
$
|
1,367,070
|
|
|
$
|
1,391,749
|
|
Adjusted operating profit (loss)
|
|
(3,222
|
)
|
|
3,170
|
|
||
Pre-tax LIFO income
|
|
(2,465
|
)
|
|
(7,423
|
)
|
||
|
|
|
|
|
||||
Average selling price (per short ton)
|
|
|
|
|
||||
Average ferrous selling price
|
|
$
|
327
|
|
|
$
|
327
|
|
Average nonferrous selling price
|
|
2,631
|
|
|
2,729
|
|
||
|
|
|
|
|
||||
Short tons shipped (in thousands)
|
|
|
|
|
||||
Ferrous tons shipped
|
|
2,097
|
|
|
2,078
|
|
||
Nonferrous tons shipped
|
|
232
|
|
|
234
|
|
||
Total tons shipped
|
|
2,329
|
|
|
2,312
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2014
|
|
2013
|
||||
Net sales
|
|
$
|
1,991,334
|
|
|
$
|
1,819,520
|
|
Adjusted operating profit
|
|
247,703
|
|
|
204,333
|
|
||
Pre-tax LIFO expense (income)
|
|
8,833
|
|
|
(7,166
|
)
|
||
|
|
|
|
|
||||
Average price (per short ton)
|
|
|
|
|
||||
Finished goods selling price
|
|
$
|
690
|
|
|
$
|
683
|
|
Total sales
|
|
675
|
|
|
669
|
|
||
Cost of ferrous scrap consumed
|
|
348
|
|
|
343
|
|
||
Metal margin
|
|
327
|
|
|
326
|
|
||
Ferrous scrap purchase price
|
|
305
|
|
|
299
|
|
||
|
|
|
|
|
||||
Short tons (in thousands)
|
|
|
|
|
||||
Tons melted
|
|
2,627
|
|
|
2,407
|
|
||
Tons rolled
|
|
2,437
|
|
|
2,295
|
|
||
Tons shipped
|
|
2,773
|
|
|
2,561
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2014
|
|
2013
|
||||
Net sales
|
|
$
|
1,537,485
|
|
|
$
|
1,442,691
|
|
Adjusted operating profit
|
|
6,196
|
|
|
28,033
|
|
||
Pre-tax LIFO expense (income)
|
|
578
|
|
|
(12,177
|
)
|
||
|
|
|
|
|
||||
Average selling price (excluding stock and buyout sales) (per short ton)
|
|
|
|
|
||||
Rebar
|
|
$
|
895
|
|
|
$
|
901
|
|
Structural
|
|
2,231
|
|
|
2,580
|
|
||
Post
|
|
887
|
|
|
914
|
|
||
|
|
|
|
|
||||
Short tons shipped (in thousands)
|
|
|
|
|
||||
Rebar
|
|
988
|
|
|
902
|
|
||
Structural
|
|
53
|
|
|
53
|
|
||
Post
|
|
99
|
|
|
99
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2014
|
|
2013
|
||||
Net sales
|
|
$
|
823,193
|
|
|
$
|
826,044
|
|
Adjusted operating profit
|
|
30,632
|
|
|
890
|
|
||
|
|
|
|
|
||||
Average price (per short ton)
|
|
|
|
|
||||
Total sales
|
|
$
|
605
|
|
|
$
|
589
|
|
Cost of ferrous scrap consumed
|
|
351
|
|
|
360
|
|
||
Metal margin
|
|
254
|
|
|
229
|
|
||
Ferrous scrap purchase price
|
|
297
|
|
|
289
|
|
||
|
|
|
|
|
||||
Short tons (in thousands)
|
|
|
|
|
||||
Tons melted
|
|
1,235
|
|
|
1,386
|
|
||
Tons rolled
|
|
1,137
|
|
|
1,244
|
|
||
Tons shipped
|
|
1,285
|
|
|
1,318
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2014
|
|
2013
|
||||
Net sales
|
|
$
|
2,120,537
|
|
|
$
|
2,094,177
|
|
Adjusted operating profit
|
|
24,027
|
|
|
63,327
|
|
||
Pre-tax LIFO expense (income)
|
|
6,652
|
|
|
(26,146
|
)
|
(in thousands)
|
|
Total Facility
|
|
Availability
|
|||
Cash and cash equivalents
|
|
$
|
485,323
|
|
|
$ N/A
|
|
Revolving credit facility
|
|
350,000
|
|
|
326,555
|
|
|
U.S. receivables sale facility
|
|
200,000
|
|
|
195,345
|
|
|
International accounts receivable sales facilities
|
|
81,424
|
|
|
53,683
|
|
|
Bank credit facilities — uncommitted
|
|
91,945
|
|
|
91,150
|
|
|
Notes due from 2017 to 2023
|
|
1,230,000
|
|
|
*
|
|
|
Equipment notes
|
|
38,739
|
|
|
*
|
|
•
|
Cash inflows from deferred income taxes (benefit) decreased
$22.3 million
in fiscal
2014
compared to fiscal
2013
. This was primarily the result of the utilization of $14.3 million of deferred tax assets in fiscal year
2013
.
|
•
|
The net change in operating assets and liabilities was a reduced cash inflow of $3.7 million during fiscal
2014
compared to fiscal
2013
. The most significant components of change within the operating assets and liabilities are as follows:
|
◦
|
Accounts receivable - Cash outflows from accounts receivable increased
$154.5 million
in fiscal
2014
compared to fiscal
2013
. This was the result of $169.0 million higher net sales in the fourth quarter of fiscal 2014 than in the same period last year.
|
◦
|
Advance payments on sale of accounts receivables programs, net - Cash inflows from advance payments on sale of accounts receivables programs, net increased
$201.5 million
in fiscal
2014
compared to fiscal
2013
. This was due to a $65.0 million increase related to the U.S. accounts receivable sales facility, a $95.5 million increase related to the Australian accounts receivable sales facility and a $41.0 million increase related to the European accounts receivable facility.
|
◦
|
Inventories - Cash used by inventories increased
$203.8 million
in fiscal
2014
compared to fiscal
2013
due to an unplanned outage at our Texas mill in August
2014
and an increase in purchases across other business units. Furthermore, for the year ended
August 31, 2014
, our days sales in inventory increased nine days to 53 days in fiscal
2014
from 44 days in fiscal
2013
.
|
◦
|
Accounts payable, accrued expenses and other payables - Cash inflows from payables and accrued expenses increased
$178.0 million
in fiscal
2014
compared to fiscal
2013
. The increase is a result of increased material purchases, as noted above, and variable employee expenses.
|
|
|
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)
|
|
$
|
1,268,738
|
|
|
$
|
10,110
|
|
|
$
|
919,139
|
|
|
$
|
9,409
|
|
|
$
|
330,080
|
|
Notes payable
|
|
20,090
|
|
|
20,090
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest
(2)
|
|
358,426
|
|
|
80,059
|
|
|
155,793
|
|
|
67,649
|
|
|
54,925
|
|
|||||
Operating leases
(3)
|
|
118,127
|
|
|
30,390
|
|
|
44,597
|
|
|
23,904
|
|
|
19,236
|
|
|||||
Purchase obligations
(4)
|
|
941,108
|
|
|
640,492
|
|
|
200,727
|
|
|
76,133
|
|
|
23,756
|
|
|||||
Total contractual cash obligations
|
|
$
|
2,706,489
|
|
|
$
|
781,141
|
|
|
$
|
1,320,256
|
|
|
$
|
177,095
|
|
|
$
|
427,997
|
|
(1)
|
Total amounts are included in the
August 31, 2015
consolidated balance sheet. See Note 11, Credit Arrangements, to the consolidated financial statements included in this Annual Report on Form 10-K for more information regarding scheduled maturities of our long-term debt.
|
(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
August 31, 2015
.
|
(3)
|
Includes minimum lease payment obligations for noncancelable equipment and real estate leases in effect as of
August 31, 2015
. See Note 18, Commitments and Contingencies, to the consolidated financial statements included in this Annual Report on Form 10-K for more information regarding minimum lease commitments payable for noncancelable operating leases.
|
(4)
|
Approximately 69% 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.
|
Functional Currency
|
|
Foreign Currency
|
|
|
|
|
|
|
|||||||||
Type
|
|
Amount
(in thousands) |
|
Type
|
|
Amount
(in thousands) |
|
Range of
Hedge Rates (1) |
|
U.S.
Equivalent (in thousands) |
|||||||
AUD
|
|
337
|
|
|
CNY
(2)
|
|
1,578
|
|
|
4.53
|
|
—
|
4.73
|
|
$
|
247
|
|
AUD
|
|
213
|
|
|
EUR
|
|
137
|
|
|
0.63
|
|
—
|
0.67
|
|
154
|
|
|
AUD
|
|
1,145
|
|
|
NZD
(3)
|
|
1,281
|
|
|
1.10
|
|
—
|
1.14
|
|
837
|
|
|
AUD
|
|
44,568
|
|
|
USD
|
|
32,494
|
|
|
0.71
|
|
—
|
0.77
|
|
32,494
|
|
|
EUR
|
|
368
|
|
|
PLN
|
|
1,555
|
|
|
4.12
|
|
—
|
4.24
|
|
412
|
|
|
EUR
|
|
1,233
|
|
|
USD
|
|
1,376
|
|
|
1.11
|
|
—
|
1.13
|
|
1,376
|
|
|
GBP
|
|
6,497
|
|
|
EUR
|
|
8,978
|
|
|
0.70
|
|
—
|
0.76
|
|
9,988
|
|
|
GBP
|
|
43,142
|
|
|
USD
|
|
66,352
|
|
|
1.46
|
|
—
|
1.58
|
|
66,352
|
|
|
PLN
|
|
219,936
|
|
|
EUR
|
|
52,142
|
|
|
4.04
|
|
—
|
4.41
|
|
58,850
|
|
|
PLN
|
|
2,656
|
|
|
USD
|
|
703
|
|
|
3.74
|
|
—
|
3.85
|
|
703
|
|
|
THB
|
|
264,943
|
|
|
USD
|
|
7,675
|
|
|
33.53
|
|
—
|
35.91
|
|
7,675
|
|
|
USD
|
|
20,873
|
|
|
EUR
|
|
18,448
|
|
|
1.06
|
|
—
|
1.24
|
|
20,873
|
|
|
USD
|
|
159,204
|
|
|
GBP
|
|
102,565
|
|
|
1.54
|
|
—
|
1.56
|
|
159,204
|
|
|
USD
|
|
1,007
|
|
|
JPY
|
|
124,819
|
|
|
123.99
|
|
1,007
|
|
||||
USD
|
|
28,760
|
|
|
AUD
|
|
39,707
|
|
|
0.72
|
|
—
|
0.73
|
|
28,760
|
|
|
USD
|
|
1,831
|
|
|
THB
(4)
|
|
65,000
|
|
|
35.22
|
|
—
|
35.89
|
|
1,831
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
390,763
|
|
Terminal Exchange
|
|
Metal
|
|
Long/
Short |
|
# of
Lots |
|
Standard
Lot Size |
|
Total
Weight |
|
Range or
Amount of Hedge Rates Per MT/lb. (1) |
|
Total Contract
Value at Inception (in thousands) |
|||||||
London Metal Exchange
|
|
Aluminum
|
|
Long
|
|
184
|
|
|
25 MT
|
|
4,602 MT
|
|
|
$1,543
|
|
—
|
$1,760
|
|
$
|
7,672
|
|
|
|
Aluminum
|
|
Short
|
|
74
|
|
|
25 MT
|
|
1,850 MT
|
|
|
$1,522
|
|
—
|
$1,623
|
|
2,916
|
|
|
|
|
Copper
|
|
Long
|
|
1.74
|
|
|
25 MT
|
|
44 MT
|
|
|
$5,641
|
|
—
|
$5,652
|
|
246
|
|
|
|
|
Zinc
|
|
Long
|
|
1.16
|
|
|
25 MT
|
|
29 MT
|
|
|
$2,193
|
|
—
|
$2,206
|
|
64
|
|
|
New York Mercantile Exchange
|
|
Copper
|
|
Long
|
|
46
|
|
|
25,000 lbs.
|
|
1,150,000 lbs.
|
|
|
$224.80
|
|
—
|
$303.00
|
|
2,778
|
|
|
|
|
Copper
|
|
Short
|
|
401
|
|
|
25,000 lbs.
|
|
10,025,000 lbs.
|
|
|
$221.05
|
|
—
|
$295.20
|
|
24,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
37,744
|
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
|
||||||||||||
|
|
Year Ended August 31,
|
||||||||||
(in thousands, except share data)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
$
|
5,988,605
|
|
|
$
|
6,790,438
|
|
|
$
|
6,601,070
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
5,213,203
|
|
|
6,109,338
|
|
|
5,951,870
|
|
|||
Selling, general and administrative expenses
|
|
443,275
|
|
|
448,943
|
|
|
439,571
|
|
|||
Impairment of assets
|
|
9,839
|
|
|
3,305
|
|
|
4,576
|
|
|||
Interest expense
|
|
77,760
|
|
|
77,037
|
|
|
68,439
|
|
|||
Gain on sale of cost method investment
|
|
—
|
|
|
—
|
|
|
(26,088
|
)
|
|||
|
|
5,744,077
|
|
|
6,638,623
|
|
|
6,438,368
|
|
|||
Earnings from continuing operations before income taxes
|
|
244,528
|
|
|
151,815
|
|
|
162,702
|
|
|||
Income taxes
|
|
83,206
|
|
|
42,724
|
|
|
57,979
|
|
|||
Earnings from continuing operations
|
|
161,322
|
|
|
109,091
|
|
|
104,723
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings (loss) from discontinued operations before income taxes
|
|
(20,124
|
)
|
|
15,005
|
|
|
(26,094
|
)
|
|||
Income taxes (benefit)
|
|
(436
|
)
|
|
8,544
|
|
|
1,310
|
|
|||
Earnings (loss) from discontinued operations
|
|
(19,688
|
)
|
|
6,461
|
|
|
(27,404
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net earnings
|
|
141,634
|
|
|
115,552
|
|
|
77,319
|
|
|||
Less net earnings attributable to noncontrolling interests
|
|
—
|
|
|
1
|
|
|
4
|
|
|||
Net earnings attributable to CMC
|
|
$
|
141,634
|
|
|
$
|
115,551
|
|
|
$
|
77,315
|
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share attributable to CMC:
|
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
|
$
|
1.39
|
|
|
$
|
0.93
|
|
|
$
|
0.90
|
|
Earnings (loss) from discontinued operations
|
|
(0.17
|
)
|
|
0.05
|
|
|
(0.24
|
)
|
|||
Net earnings
|
|
$
|
1.22
|
|
|
$
|
0.98
|
|
|
$
|
0.66
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share attributable to CMC:
|
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
|
$
|
1.37
|
|
|
$
|
0.92
|
|
|
$
|
0.89
|
|
Earnings (loss) from discontinued operations
|
|
(0.17
|
)
|
|
0.05
|
|
|
(0.23
|
)
|
|||
Net earnings
|
|
$
|
1.20
|
|
|
$
|
0.97
|
|
|
$
|
0.66
|
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||||||||||
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net earnings
|
|
$
|
141,634
|
|
|
$
|
115,552
|
|
|
$
|
77,319
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment and other:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment and other during the year
|
|
(83,063
|
)
|
|
7,586
|
|
|
(10,108
|
)
|
|||
Reclassification for translation gain realized upon sale of investment in foreign entity
|
|
(10,127
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation adjustment and other
|
|
(93,190
|
)
|
|
7,586
|
|
|
(10,108
|
)
|
|||
Net unrealized gain (loss) on derivatives:
|
|
|
|
|
|
|
||||||
Unrealized holding gain (loss), net of income taxes of $(1,235), $(526) and $2
|
|
(2,467
|
)
|
|
(1,848
|
)
|
|
221
|
|
|||
Reclassification for loss (gain) included in net earnings, net of income taxes of $949, $237 and $(128)
|
|
1,758
|
|
|
1,268
|
|
|
(337
|
)
|
|||
Net unrealized loss on derivatives, net of income taxes of $(286), $(289) and $(126)
|
|
(709
|
)
|
|
(580
|
)
|
|
(116
|
)
|
|||
Defined benefit obligation:
|
|
|
|
|
|
|
||||||
Net loss, net of income taxes of $(101), $14 and $(51)
|
|
(169
|
)
|
|
(489
|
)
|
|
(168
|
)
|
|||
Amortization of net loss, net of income taxes of $35, $212 and $45
|
|
99
|
|
|
1,392
|
|
|
207
|
|
|||
Amortization of prior service credit, net of income taxes of $(14), $(47) and $(38)
|
|
(57
|
)
|
|
(242
|
)
|
|
(170
|
)
|
|||
Adjustment from plan changes, net of income taxes of $0, $0 and $309
|
|
—
|
|
|
—
|
|
|
1,315
|
|
|||
Defined benefit obligation, net of income taxes of $(80), $179 and $265
|
|
(127
|
)
|
|
661
|
|
|
1,184
|
|
|||
Other comprehensive income (loss)
|
|
(94,026
|
)
|
|
7,667
|
|
|
(9,040
|
)
|
|||
Comprehensive income
|
|
$
|
47,608
|
|
|
$
|
123,219
|
|
|
$
|
68,279
|
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
||||||||
|
|
August 31,
|
||||||
(in thousands, except share data)
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
485,323
|
|
|
$
|
434,925
|
|
Accounts receivable (less allowance for doubtful accounts of $9,033 and $5,908)
|
|
900,619
|
|
|
1,028,425
|
|
||
Inventories, net
|
|
781,371
|
|
|
935,411
|
|
||
Current deferred tax assets
|
|
29,137
|
|
|
49,455
|
|
||
Other current assets
|
|
93,643
|
|
|
105,575
|
|
||
Assets of businesses held for sale
|
|
17,008
|
|
|
—
|
|
||
Total current assets
|
|
2,307,101
|
|
|
2,553,791
|
|
||
Property, plant and equipment:
|
|
|
|
|
||||
Land
|
|
75,086
|
|
|
79,295
|
|
||
Buildings and improvements
|
|
489,500
|
|
|
494,842
|
|
||
Equipment
|
|
1,670,755
|
|
|
1,728,425
|
|
||
Construction in process
|
|
59,241
|
|
|
30,591
|
|
||
|
|
2,294,582
|
|
|
2,333,153
|
|
||
Less accumulated depreciation and amortization
|
|
(1,410,932
|
)
|
|
(1,408,055
|
)
|
||
|
|
883,650
|
|
|
925,098
|
|
||
Goodwill
|
|
66,383
|
|
|
74,319
|
|
||
Other assets
|
|
115,168
|
|
|
135,312
|
|
||
Total assets
|
|
$
|
3,372,302
|
|
|
$
|
3,688,520
|
|
Liabilities and stockholders' equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable-trade
|
|
$
|
260,984
|
|
|
$
|
423,807
|
|
Accounts payable-documentary letters of credit
|
|
41,473
|
|
|
125,053
|
|
||
Accrued expenses and other payables
|
|
279,415
|
|
|
322,000
|
|
||
Notes payable
|
|
20,090
|
|
|
12,288
|
|
||
Current maturities of long-term debt
|
|
10,110
|
|
|
8,005
|
|
||
Liabilities of businesses held for sale
|
|
5,276
|
|
|
—
|
|
||
Total current liabilities
|
|
617,348
|
|
|
891,153
|
|
||
Deferred income taxes
|
|
55,803
|
|
|
55,600
|
|
||
Other long-term liabilities
|
|
101,919
|
|
|
112,134
|
|
||
Long-term debt
|
|
1,277,882
|
|
|
1,281,042
|
|
||
Total liabilities
|
|
2,052,952
|
|
|
2,339,929
|
|
||
Commitments and contingencies (Note 18)
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
||||
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 115,635,338 and 117,829,262 shares
|
|
1,290
|
|
|
1,290
|
|
||
Additional paid-in capital
|
|
365,863
|
|
|
359,338
|
|
||
Accumulated other comprehensive loss
|
|
(113,535
|
)
|
|
(19,509
|
)
|
||
Retained earnings
|
|
1,311,544
|
|
|
1,225,855
|
|
||
Less treasury stock, 13,425,326 and 11,231,402 shares at cost
|
|
(245,961
|
)
|
|
(218,494
|
)
|
||
Stockholders' equity attributable to CMC
|
|
1,319,201
|
|
|
1,348,480
|
|
||
Stockholders' equity attributable to noncontrolling interests
|
|
149
|
|
|
111
|
|
||
Total equity
|
|
1,319,350
|
|
|
1,348,591
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
3,372,302
|
|
|
$
|
3,688,520
|
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from (used by) operating activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
141,634
|
|
|
$
|
115,552
|
|
|
$
|
77,319
|
|
Adjustments to reconcile net earnings to cash flows from (used by) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
132,779
|
|
|
136,004
|
|
|
136,548
|
|
|||
Provision for losses on receivables, net
|
|
3,481
|
|
|
(1,760
|
)
|
|
4,430
|
|
|||
Share-based compensation
|
|
23,484
|
|
|
18,051
|
|
|
18,693
|
|
|||
Amortization of interest rate swaps termination gain
|
|
(7,597
|
)
|
|
(7,597
|
)
|
|
(12,470
|
)
|
|||
Loss on debt extinguishment
|
|
—
|
|
|
—
|
|
|
4,758
|
|
|||
Deferred income taxes
|
|
23,291
|
|
|
32,348
|
|
|
54,655
|
|
|||
Tax expense from stock-based plans
|
|
1,213
|
|
|
4,426
|
|
|
1,444
|
|
|||
Net gain on sale of a subsidiary, cost method investment and other
|
|
(8,489
|
)
|
|
(31,356
|
)
|
|
(25,371
|
)
|
|||
Write-down of inventory
|
|
15,935
|
|
|
4,000
|
|
|
3,003
|
|
|||
Asset impairments
|
|
14,610
|
|
|
3,498
|
|
|
17,270
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
206,633
|
|
|
(143,397
|
)
|
|
11,065
|
|
|||
Advance payments on sale of accounts receivable programs, net
|
|
(117,753
|
)
|
|
120,957
|
|
|
(80,580
|
)
|
|||
Inventories
|
|
50,747
|
|
|
(177,331
|
)
|
|
26,459
|
|
|||
Other assets
|
|
23,674
|
|
|
(20,516
|
)
|
|
2,894
|
|
|||
Accounts payable, accrued expenses and other payables
|
|
(180,517
|
)
|
|
90,604
|
|
|
(87,375
|
)
|
|||
Other long-term liabilities
|
|
(9,664
|
)
|
|
(6,543
|
)
|
|
(5,010
|
)
|
|||
Net cash flows from operating activities
|
|
313,461
|
|
|
136,940
|
|
|
147,732
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from (used by) investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(119,580
|
)
|
|
(101,749
|
)
|
|
(89,035
|
)
|
|||
Proceeds from the sale of property, plant and equipment and other
|
|
14,925
|
|
|
17,572
|
|
|
13,904
|
|
|||
Proceeds from the sale of subsidiaries
|
|
27,831
|
|
|
52,609
|
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(15,693
|
)
|
|
—
|
|
|||
Proceeds from the sale of cost method investment
|
|
—
|
|
|
—
|
|
|
28,995
|
|
|||
Net cash flows used by investing activities
|
|
(76,824
|
)
|
|
(47,261
|
)
|
|
(46,136
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from (used by) financing activities:
|
|
|
|
|
|
|
||||||
Increase (decrease) in documentary letters of credit, net
|
|
(80,482
|
)
|
|
11,753
|
|
|
(6,221
|
)
|
|||
Short-term borrowings, net change
|
|
7,802
|
|
|
6,315
|
|
|
(19,524
|
)
|
|||
Repayments on long-term debt
|
|
(11,335
|
)
|
|
(7,677
|
)
|
|
(204,856
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
—
|
|
|
330,000
|
|
|||
Payments for debt issuance costs
|
|
—
|
|
|
(431
|
)
|
|
(4,684
|
)
|
|||
Debt extinguishment costs
|
|
—
|
|
|
—
|
|
|
(4,557
|
)
|
|||
Decrease (increase) in restricted cash
|
|
3,742
|
|
|
18,000
|
|
|
(18,620
|
)
|
|||
Stock issued under incentive and purchase plans, net of forfeitures
|
|
(1,492
|
)
|
|
(1,488
|
)
|
|
951
|
|
|||
Treasury stock acquired
|
|
(41,806
|
)
|
|
—
|
|
|
—
|
|
|||
Cash dividends
|
|
(55,945
|
)
|
|
(56,428
|
)
|
|
(56,028
|
)
|
|||
Tax expense from stock-based plans
|
|
(1,213
|
)
|
|
(4,426
|
)
|
|
(1,444
|
)
|
|||
Contribution from (purchase of) noncontrolling interests
|
|
38
|
|
|
(15
|
)
|
|
13
|
|
|||
Net cash flows from (used by) financing activities
|
|
(180,691
|
)
|
|
(34,397
|
)
|
|
15,030
|
|
|||
Effect of exchange rate changes on cash
|
|
(5,548
|
)
|
|
873
|
|
|
(278
|
)
|
|||
Increase in cash and cash equivalents
|
|
50,398
|
|
|
56,155
|
|
|
116,348
|
|
|||
Cash and cash equivalents at beginning of year
|
|
434,925
|
|
|
378,770
|
|
|
262,422
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
485,323
|
|
|
$
|
434,925
|
|
|
$
|
378,770
|
|
|
|
|
|
|
|
|
||||||
Supplemental information:
|
|
|
|
|
|
|
||||||
Noncash activities:
|
|
|
|
|
|
|
||||||
Change in liabilities related to purchases of property, plant and equipment
|
|
$
|
19,921
|
|
|
$
|
21,207
|
|
|
$
|
9,781
|
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||||
|
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 at September 1, 2012
|
129,060,664
|
|
$
|
1,290
|
|
$
|
365,778
|
|
$
|
(18,136
|
)
|
$
|
1,145,445
|
|
(12,709,240
|
)
|
$
|
(248,009
|
)
|
$
|
139
|
|
$
|
1,246,507
|
|
Net earnings
|
|
|
|
|
77,315
|
|
|
|
4
|
|
77,319
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
(9,040
|
)
|
|
|
|
|
(9,040
|
)
|
||||||||||||||
Cash dividends ($0.48 per share)
|
|
|
|
|
(56,028
|
)
|
|
|
|
(56,028
|
)
|
||||||||||||||
Issuance of stock under incentive and purchase plans, net of forfeitures
|
|
|
(12,439
|
)
|
|
|
659,566
|
|
13,390
|
|
|
951
|
|
||||||||||||
Stock-based compensation
|
|
|
11,877
|
|
|
|
|
|
|
11,877
|
|
||||||||||||||
Tax expense from stock-based plans
|
|
|
(1,444
|
)
|
|
|
|
|
|
|
(1,444
|
)
|
|||||||||||||
Contribution from noncontrolling interests
|
|
|
|
|
|
|
|
|
13
|
|
13
|
|
|||||||||||||
Balance, August 31, 2013
|
129,060,664
|
|
$
|
1,290
|
|
$
|
363,772
|
|
$
|
(27,176
|
)
|
$
|
1,166,732
|
|
(12,049,674
|
)
|
$
|
(234,619
|
)
|
$
|
156
|
|
$
|
1,270,155
|
|
Net earnings
|
|
|
|
|
115,551
|
|
|
|
1
|
115,552
|
|
||||||||||||||
Other comprehensive income
|
|
|
|
7,667
|
|
|
|
|
|
7,667
|
|
||||||||||||||
Cash dividends ($0.48 per share)
|
|
|
|
|
(56,428
|
)
|
|
|
|
(56,428
|
)
|
||||||||||||||
Issuance of stock under incentive and purchase plans, net of forfeitures
|
|
|
(17,613
|
)
|
|
|
818,272
|
|
16,125
|
|
|
(1,488
|
)
|
||||||||||||
Stock-based compensation
|
|
|
17,574
|
|
|
|
|
|
|
17,574
|
|
||||||||||||||
Tax expense from stock-based plans
|
|
|
(4,426
|
)
|
|
|
|
|
|
|
(4,426
|
)
|
|||||||||||||
Purchase of noncontrolling interests
|
|
|
31
|
|
|
|
|
|
(46
|
)
|
(15
|
)
|
|||||||||||||
Balance at August 31, 2014
|
129,060,664
|
|
$
|
1,290
|
|
$
|
359,338
|
|
$
|
(19,509
|
)
|
$
|
1,225,855
|
|
(11,231,402
|
)
|
$
|
(218,494
|
)
|
$
|
111
|
|
$
|
1,348,591
|
|
Net earnings
|
|
|
|
|
141,634
|
|
|
|
—
|
|
141,634
|
|
|||||||||||||
Other comprehensive loss
|
|
|
|
(94,026
|
)
|
|
|
|
|
(94,026
|
)
|
||||||||||||||
Cash dividends ($0.48 per share)
|
|
|
|
|
(55,945
|
)
|
|
|
|
(55,945
|
)
|
||||||||||||||
Treasury stock acquired
|
|
|
|
|
|
(2,902,218
|
)
|
(41,806
|
)
|
|
(41,806
|
)
|
|||||||||||||
Issuance of stock under incentive and purchase plans, net of forfeitures
|
|
|
(15,831
|
)
|
|
|
708,294
|
|
14,339
|
|
|
(1,492
|
)
|
||||||||||||
Stock-based compensation
|
|
|
19,621
|
|
|
|
|
|
|
19,621
|
|
||||||||||||||
Tax expense from stock-based plans
|
|
|
(1,213
|
)
|
|
|
|
|
|
|
(1,213
|
)
|
|||||||||||||
Contribution from noncontrolling interests
|
|
|
|
|
|
|
|
|
38
|
|
38
|
|
|||||||||||||
Reclassification of share-based liability awards
|
|
|
3,948
|
|
|
|
|
|
|
|
3,948
|
|
|||||||||||||
Balance at August 31, 2015
|
129,060,664
|
|
$
|
1,290
|
|
$
|
365,863
|
|
$
|
(113,535
|
)
|
$
|
1,311,544
|
|
(13,425,326
|
)
|
$
|
(245,961
|
)
|
$
|
149
|
|
$
|
1,319,350
|
|
Buildings
|
7
|
to
|
40
|
years
|
Land improvements
|
3
|
to
|
25
|
years
|
Leasehold improvements
|
3
|
to
|
15
|
years
|
Equipment
|
3
|
to
|
25
|
years
|
(in thousands)
|
|
Foreign Currency Translation
|
|
Unrealized Gain (Loss) on Derivatives
|
|
Defined Benefit Obligation
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||||
Balance at September 1, 2012
|
|
$
|
(17,369
|
)
|
|
$
|
3,710
|
|
|
$
|
(4,477
|
)
|
|
$
|
(18,136
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(10,108
|
)
|
|
221
|
|
|
1,147
|
|
|
(8,740
|
)
|
||||
Amounts reclassified from AOCI
|
|
—
|
|
|
(337
|
)
|
|
37
|
|
|
(300
|
)
|
||||
Net other comprehensive income (loss)
|
|
(10,108
|
)
|
|
(116
|
)
|
|
1,184
|
|
|
(9,040
|
)
|
||||
Balance at August 31, 2013
|
|
(27,477
|
)
|
|
3,594
|
|
|
(3,293
|
)
|
|
(27,176
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
|
7,586
|
|
|
(1,848
|
)
|
|
(489
|
)
|
|
5,249
|
|
||||
Amounts reclassified from AOCI
|
|
—
|
|
|
1,268
|
|
|
1,150
|
|
|
2,418
|
|
||||
Net other comprehensive income (loss)
|
|
7,586
|
|
|
(580
|
)
|
|
661
|
|
|
7,667
|
|
||||
Balance at August 31, 2014
|
|
(19,891
|
)
|
|
3,014
|
|
|
(2,632
|
)
|
|
(19,509
|
)
|
||||
Other comprehensive loss before reclassifications
|
|
(83,063
|
)
|
|
(2,467
|
)
|
|
(169
|
)
|
|
(85,699
|
)
|
||||
Amounts reclassified from AOCI
|
|
(10,127
|
)
|
|
1,758
|
|
|
42
|
|
|
(8,327
|
)
|
||||
Net other comprehensive loss
|
|
(93,190
|
)
|
|
(709
|
)
|
|
(127
|
)
|
|
(94,026
|
)
|
||||
Balance at August 31, 2015
|
|
$
|
(113,081
|
)
|
|
$
|
2,305
|
|
|
$
|
(2,759
|
)
|
|
$
|
(113,535
|
)
|
|
|
|
|
Year Ended August 31,
|
||||||||||
Components of AOCI (in thousands)
|
|
Location
|
|
2015
|
|
2014
|
|
2013
|
||||||
Foreign currency translation adjustments and other:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Translation gain realized upon sale of investment in foreign entity
|
|
Loss from discontinued operations before income taxes
|
|
$
|
10,127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrealized gain (loss) on derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Commodity
|
|
Cost of goods sold
|
|
$
|
(665
|
)
|
|
$
|
(160
|
)
|
|
$
|
(260
|
)
|
Foreign exchange
|
|
Net sales
|
|
124
|
|
|
(232
|
)
|
|
60
|
|
|||
Foreign exchange
|
|
Cost of goods sold
|
|
(2,774
|
)
|
|
(1,698
|
)
|
|
—
|
|
|||
Foreign exchange
|
|
SG&A expenses
|
|
76
|
|
|
53
|
|
|
48
|
|
|||
Interest rate
|
|
Interest expense
|
|
532
|
|
|
532
|
|
|
617
|
|
|||
|
|
|
|
(2,707
|
)
|
|
(1,505
|
)
|
|
465
|
|
|||
Income tax effect
|
|
Income taxes (expense) benefit
|
|
949
|
|
|
237
|
|
|
(128
|
)
|
|||
Net of income taxes
|
|
|
|
$
|
(1,758
|
)
|
|
$
|
(1,268
|
)
|
|
$
|
337
|
|
Defined benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Amortization of net loss
|
|
SG&A expenses
|
|
$
|
(134
|
)
|
|
$
|
(1,604
|
)
|
|
$
|
(252
|
)
|
Amortization of prior service credit
|
|
SG&A expenses
|
|
71
|
|
|
289
|
|
|
208
|
|
|||
|
|
|
|
(63
|
)
|
|
(1,315
|
)
|
|
(44
|
)
|
|||
Income tax effect
|
|
Income taxes (expense) benefit
|
|
21
|
|
|
165
|
|
|
7
|
|
|||
Net of income taxes
|
|
|
|
$
|
(42
|
)
|
|
$
|
(1,150
|
)
|
|
$
|
(37
|
)
|
(in thousands)
|
|
Total
|
|
U.S.
|
|
Australia*
|
|
Europe
|
||||||||
Balance at September 1, 2012
|
|
$
|
515,481
|
|
|
$
|
396,919
|
|
|
$
|
70,073
|
|
|
$
|
48,489
|
|
Transfers of accounts receivable
|
|
4,423,952
|
|
|
3,570,922
|
|
|
408,530
|
|
|
444,500
|
|
||||
Collections
|
|
(4,486,181
|
)
|
|
(3,609,019
|
)
|
|
(413,607
|
)
|
|
(463,555
|
)
|
||||
Balance at August 31, 2013
|
|
$
|
453,252
|
|
|
$
|
358,822
|
|
|
$
|
64,996
|
|
|
$
|
29,434
|
|
Transfers of accounts receivable
|
|
4,243,471
|
|
|
3,347,103
|
|
|
487,583
|
|
|
408,785
|
|
||||
Collections
|
|
(4,239,242
|
)
|
|
(3,376,128
|
)
|
|
(446,196
|
)
|
|
(416,918
|
)
|
||||
Program termination
|
|
(72,312
|
)
|
|
—
|
|
|
(72,312
|
)
|
|
—
|
|
||||
Balance at August 31, 2014
|
|
$
|
385,169
|
|
|
$
|
329,797
|
|
|
$
|
34,071
|
|
|
$
|
21,301
|
|
Transfers of accounts receivable
|
|
3,574,283
|
|
|
2,944,627
|
|
|
298,179
|
|
|
331,477
|
|
||||
Collections
|
|
(3,619,905
|
)
|
|
(3,004,646
|
)
|
|
(314,212
|
)
|
|
(301,047
|
)
|
||||
Balance at August 31, 2015
|
|
$
|
339,547
|
|
|
$
|
269,778
|
|
|
$
|
18,038
|
|
|
$
|
51,731
|
|
|
|
|
Americas
|
|
International
|
|
|
||||||||||||||||||
(in thousands)
|
|
Recycling
|
|
Mills
|
|
Fabrication
|
|
Mill
|
|
Marketing and Distribution
|
|
Consolidated
|
|||||||||||||
Balance at September 1, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Goodwill
|
|
$
|
9,751
|
|
|
$
|
295
|
|
|
$
|
57,637
|
|
|
$
|
2,942
|
|
|
$
|
8,449
|
|
|
$
|
79,074
|
|
|
Accumulated impairment losses
|
|
(2,484
|
)
|
|
—
|
|
|
(493
|
)
|
|
(187
|
)
|
|
(6,331
|
)
|
|
(9,495
|
)
|
||||||
|
|
|
7,267
|
|
|
295
|
|
|
57,144
|
|
|
2,755
|
|
|
2,118
|
|
|
69,579
|
|
||||||
Acquisition
|
|
—
|
|
|
4,675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,675
|
|
|||||||
Translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
44
|
|
|
65
|
|
|||||||
Balance at August 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Goodwill
|
|
9,751
|
|
|
4,970
|
|
|
57,637
|
|
|
2,964
|
|
|
8,805
|
|
|
84,127
|
|
||||||
|
Accumulated impairment losses
|
|
(2,484
|
)
|
|
—
|
|
|
(493
|
)
|
|
(188
|
)
|
|
(6,643
|
)
|
|
(9,808
|
)
|
||||||
|
|
|
7,267
|
|
|
4,970
|
|
|
57,144
|
|
|
2,776
|
|
|
2,162
|
|
|
74,319
|
|
||||||
Impairment
|
|
(7,267
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,267
|
)
|
|||||||
Goodwill reclassified to assets held for sale
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
(6,643
|
)
|
|
(6,643
|
)
|
|||||||
Accumulated impairment losses reclassified to assets held for sale
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
6,643
|
|
|
6,643
|
|
|||||||
Translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(419
|
)
|
|
(250
|
)
|
|
(669
|
)
|
|||||||
Balance at August 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Goodwill
|
|
9,751
|
|
|
4,970
|
|
|
57,637
|
|
|
2,517
|
|
|
1,912
|
|
|
76,787
|
|
||||||
|
Accumulated impairment losses
|
|
(9,751
|
)
|
|
—
|
|
|
(493
|
)
|
|
(160
|
)
|
|
—
|
|
|
(10,404
|
)
|
||||||
|
|
|
$
|
—
|
|
|
$
|
4,970
|
|
|
$
|
57,144
|
|
|
$
|
2,357
|
|
|
$
|
1,912
|
|
|
$
|
66,383
|
|
|
|
August 31, 2015
|
|
August 31, 2014
|
||||||||||||||||||||
(in thousands)
|
|
Gross
Carrying Amount |
|
Accumulated Amortization
|
|
Net
|
|
Gross
Carrying Amount |
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Customer base
|
|
$
|
35,369
|
|
|
$
|
28,814
|
|
|
$
|
6,555
|
|
|
$
|
38,078
|
|
|
$
|
25,989
|
|
|
$
|
12,089
|
|
Favorable land leases
|
|
10,091
|
|
|
2,101
|
|
|
7,990
|
|
|
11,661
|
|
|
2,075
|
|
|
9,586
|
|
||||||
Non-competition agreements
|
|
1,629
|
|
|
217
|
|
|
1,412
|
|
|
779
|
|
|
40
|
|
|
739
|
|
||||||
Brand name
|
|
648
|
|
|
306
|
|
|
342
|
|
|
3,216
|
|
|
1,452
|
|
|
1,764
|
|
||||||
Other
|
|
101
|
|
|
52
|
|
|
49
|
|
|
101
|
|
|
45
|
|
|
56
|
|
||||||
Total
|
|
$
|
47,838
|
|
|
$
|
31,490
|
|
|
$
|
16,348
|
|
|
$
|
53,835
|
|
|
$
|
29,601
|
|
|
$
|
24,234
|
|
|
|
|
||
Year Ended August 31,
|
|
(in thousands)
|
||
2016
|
|
$
|
4,136
|
|
2017
|
|
550
|
|
|
2018
|
|
1,043
|
|
|
2019
|
|
1,072
|
|
|
2020
|
|
862
|
|
(in thousands)
|
|
August 31, 2015
|
||
Assets:
|
|
|
||
Accounts receivable
|
|
$
|
3,244
|
|
Inventories, net
|
|
12,514
|
|
|
Other current assets
|
|
41
|
|
|
Property, plant and equipment, net of accumulated depreciation and amortization
|
|
1,209
|
|
|
Assets of businesses held for sale
|
|
$
|
17,008
|
|
Liabilities:
|
|
|
|
|
Accounts payable-trade
|
|
$
|
3,011
|
|
Accrued expenses and other payables
|
|
2,265
|
|
|
Liabilities of businesses held for sale
|
|
$
|
5,276
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
$
|
173,065
|
|
|
$
|
266,819
|
|
|
$
|
446,285
|
|
Earnings (loss) before income taxes
|
|
(20,124
|
)
|
|
15,005
|
|
|
(26,094
|
)
|
|
|
Weighted Average
Interest Rate as of August 31, 2015 |
|
August 31,
|
||||||
(in thousands)
|
|
|
2015
|
|
2014
|
|||||
$400 million notes at 6.50% due July 2017
|
|
5.74%
|
|
$
|
405,573
|
|
|
$
|
408,546
|
|
$500 million notes at 7.35% due August 2018
|
|
6.40%
|
|
513,680
|
|
|
518,305
|
|
||
$330 million notes at 4.875% due May 2023
|
|
4.875%
|
|
330,000
|
|
|
330,000
|
|
||
Other, including equipment notes
|
|
|
|
38,739
|
|
|
32,196
|
|
||
|
|
|
|
1,287,992
|
|
|
1,289,047
|
|
||
Less current maturities
|
|
|
|
10,110
|
|
|
8,005
|
|
||
|
|
|
|
$
|
1,277,882
|
|
|
$
|
1,281,042
|
|
Year Ending August 31,
|
|
(in thousands)
|
|
|
2016
|
|
$
|
10,110
|
|
2017
|
|
409,870
|
|
|
2018
|
|
509,269
|
|
|
2019
|
|
6,966
|
|
|
2020
|
|
2,443
|
|
|
Thereafter
|
|
330,080
|
|
|
Total excluding deferred gain of interest rate swaps
|
|
1,268,738
|
|
|
Deferred gain of interest rate swaps
|
|
19,254
|
|
|
Total long-term debt including current maturities
|
|
$
|
1,287,992
|
|
|
|
|
|
Year Ended August 31,
|
||||||||||
Derivatives Not Designated as Hedging Instruments (in thousands)
|
|
Location
|
|
2015
|
|
2014
|
|
2013
|
||||||
Commodity
|
|
Cost of goods sold
|
|
$
|
7,746
|
|
|
$
|
2,504
|
|
|
$
|
2,456
|
|
Foreign exchange
|
|
Net sales
|
|
3,016
|
|
|
473
|
|
|
—
|
|
|||
Foreign exchange
|
|
Cost of goods sold
|
|
4,996
|
|
|
(1,078
|
)
|
|
—
|
|
|||
Foreign exchange
|
|
SG&A expenses
|
|
23,105
|
|
|
(4,135
|
)
|
|
5,089
|
|
|||
Other
|
|
Cost of goods sold
|
|
—
|
|
|
—
|
|
|
9
|
|
|||
Gain (loss) before income taxes
|
|
|
|
$
|
38,863
|
|
|
$
|
(2,236
|
)
|
|
$
|
7,554
|
|
Derivatives Designated as Fair Value
Hedging Instruments (in thousands) |
|
|
|
Year Ended August 31,
|
||||||||||
|
Location
|
|
2015
|
|
2014
|
|
2013
|
|||||||
Foreign exchange
|
|
Net sales
|
|
$
|
(105
|
)
|
|
$
|
93
|
|
|
$
|
(151
|
)
|
Foreign exchange
|
|
Cost of goods sold
|
|
881
|
|
|
(1,465
|
)
|
|
2,241
|
|
|||
Gain (loss) before income taxes
|
|
|
|
$
|
776
|
|
|
$
|
(1,372
|
)
|
|
$
|
2,090
|
|
Hedged Items Designated as Fair Value
Hedging Instruments (in thousands) |
|
|
|
Year Ended August 31,
|
||||||||||
|
Location
|
|
2015
|
|
2014
|
|
2013
|
|||||||
Foreign exchange
|
|
Net sales
|
|
$
|
105
|
|
|
$
|
(91
|
)
|
|
$
|
153
|
|
Foreign exchange
|
|
Cost of goods sold
|
|
(881
|
)
|
|
1,469
|
|
|
(2,241
|
)
|
|||
Gain (loss) before income taxes
|
|
|
|
$
|
(776
|
)
|
|
$
|
1,378
|
|
|
$
|
(2,088
|
)
|
Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Accumulated Other Comprehensive Income (Loss) (in thousands)
|
|
August 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||
Commodity
|
|
$
|
(635
|
)
|
|
$
|
(54
|
)
|
|
$
|
(218
|
)
|
Foreign exchange
|
|
(1,832
|
)
|
|
(1,794
|
)
|
|
439
|
|
|||
Gain (loss), net of income taxes
|
|
$
|
(2,467
|
)
|
|
$
|
(1,848
|
)
|
|
$
|
221
|
|
Effective Portion of Derivatives Designated as Cash Flow
Hedging Instruments Reclassified from Accumulated Other Comprehensive Income (Loss) (in thousands) |
|
|
|
Year Ended August 31
,
|
||||||||||
|
Location
|
|
2015
|
|
2014
|
|
2013
|
|||||||
Commodity
|
|
Cost of goods sold
|
|
$
|
(665
|
)
|
|
$
|
(160
|
)
|
|
$
|
(260
|
)
|
Foreign exchange
|
|
Net sales
|
|
124
|
|
|
(213
|
)
|
|
73
|
|
|||
Foreign exchange
|
|
Cost of goods sold
|
|
(2,774
|
)
|
|
(1,717
|
)
|
|
18
|
|
|||
Foreign exchange
|
|
SG&A expenses
|
|
76
|
|
|
53
|
|
|
17
|
|
|||
Interest rate
|
|
Interest expense
|
|
532
|
|
|
532
|
|
|
617
|
|
|||
Gain (loss) before income taxes
|
|
|
|
(2,707
|
)
|
|
(1,505
|
)
|
|
465
|
|
|||
Income tax (expense) benefit
|
|
Income taxes
|
|
949
|
|
|
237
|
|
|
(128
|
)
|
|||
Gain (loss), net of income taxes
|
|
|
|
$
|
(1,758
|
)
|
|
$
|
(1,268
|
)
|
|
$
|
337
|
|
Derivative Assets (in thousands)
|
|
August 31,
|
||||||
|
2015
|
|
2014
|
|||||
Commodity — designated for hedge accounting
|
|
$
|
19
|
|
|
$
|
42
|
|
Commodity — not designated for hedge accounting
|
|
846
|
|
|
869
|
|
||
Foreign exchange — designated for hedge accounting
|
|
1,500
|
|
|
136
|
|
||
Foreign exchange — not designated for hedge accounting
|
|
3,088
|
|
|
1,853
|
|
||
Derivative assets (other current assets)*
|
|
$
|
5,453
|
|
|
$
|
2,900
|
|
Derivative Liabilities (in thousands)
|
|
August 31,
|
||||||
|
2015
|
|
2014
|
|||||
Commodity — designated for hedge accounting
|
|
$
|
129
|
|
|
$
|
6
|
|
Commodity — not designated for hedge accounting
|
|
537
|
|
|
162
|
|
||
Foreign exchange — designated for hedge accounting
|
|
874
|
|
|
325
|
|
||
Foreign exchange — not designated for hedge accounting
|
|
1,263
|
|
|
1,010
|
|
||
Derivative liabilities (accrued expenses and other payables)*
|
|
$
|
2,803
|
|
|
$
|
1,503
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
(in thousands)
|
|
August 31, 2015
|
|
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)
|
|
$
|
271,840
|
|
|
$
|
271,840
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity derivative assets
(2)
|
|
865
|
|
|
846
|
|
|
19
|
|
|
—
|
|
||||
Foreign exchange derivative assets
(2)
|
|
4,588
|
|
|
—
|
|
|
4,588
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivative liabilities
(2)
|
|
666
|
|
|
537
|
|
|
129
|
|
|
—
|
|
||||
Foreign exchange derivative liabilities
(2)
|
|
2,137
|
|
|
—
|
|
|
2,137
|
|
|
—
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
(in thousands)
|
|
August 31, 2014
|
|
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)
|
|
$
|
200,487
|
|
|
$
|
200,487
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity derivative assets
(2)
|
|
911
|
|
|
911
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange derivative assets
(2)
|
|
1,989
|
|
|
—
|
|
|
1,989
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivative liabilities
(2)
|
|
168
|
|
|
162
|
|
|
6
|
|
|
—
|
|
||||
Foreign exchange derivative liabilities
(2)
|
|
1,335
|
|
|
—
|
|
|
1,335
|
|
|
—
|
|
|
|
|
|
August 31, 2015
|
|
August 31, 2014
|
||||||||||||
(in thousands)
|
|
Fair Value Hierarchy
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
$400 million notes at 6.50% due July 2017
(1)
|
|
Level 2
|
|
$
|
405,573
|
|
|
$
|
419,400
|
|
|
$
|
408,546
|
|
|
$
|
438,200
|
|
$500 million notes at 7.35% due August 2018
(1)
|
|
Level 2
|
|
513,680
|
|
|
530,000
|
|
|
518,305
|
|
|
567,560
|
|
||||
$330 million notes at 4.875% due May 2023
(1)
|
|
Level 2
|
|
330,000
|
|
|
300,630
|
|
|
330,000
|
|
|
325,050
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
|
$
|
217,008
|
|
|
$
|
108,882
|
|
|
$
|
147,204
|
|
Foreign
|
|
27,520
|
|
|
42,933
|
|
|
15,498
|
|
|||
Total
|
|
$
|
244,528
|
|
|
$
|
151,815
|
|
|
$
|
162,702
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
53,258
|
|
|
$
|
11,798
|
|
|
$
|
849
|
|
Foreign
|
|
3,329
|
|
|
2,965
|
|
|
1,970
|
|
|||
State and local
|
|
2,830
|
|
|
4,157
|
|
|
1,815
|
|
|||
Current taxes
|
|
$
|
59,417
|
|
|
$
|
18,920
|
|
|
$
|
4,634
|
|
Deferred:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
19,269
|
|
|
$
|
30,427
|
|
|
$
|
45,908
|
|
Foreign
|
|
722
|
|
|
4,457
|
|
|
4,980
|
|
|||
State and local
|
|
3,362
|
|
|
(2,536
|
)
|
|
3,767
|
|
|||
Deferred taxes
|
|
$
|
23,353
|
|
|
$
|
32,348
|
|
|
$
|
54,655
|
|
Total income taxes on income
|
|
$
|
82,770
|
|
|
$
|
51,268
|
|
|
$
|
59,289
|
|
Income taxes (benefit) on discontinued operations
|
|
(436
|
)
|
|
8,544
|
|
|
1,310
|
|
|||
Income taxes on continuing operations
|
|
$
|
83,206
|
|
|
$
|
42,724
|
|
|
$
|
57,979
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income tax expense at statutory rate of 35%
|
|
$
|
85,585
|
|
|
$
|
53,135
|
|
|
$
|
56,946
|
|
State and local taxes
|
|
4,020
|
|
|
88
|
|
|
3,460
|
|
|||
Section 199 manufacturing deduction
|
|
(4,017
|
)
|
|
(1,199
|
)
|
|
—
|
|
|||
Foreign rate differential
|
|
(2,404
|
)
|
|
(6,290
|
)
|
|
(4,783
|
)
|
|||
Change in valuation allowance
|
|
12,305
|
|
|
19,978
|
|
|
5,334
|
|
|||
Deferred compensation
|
|
772
|
|
|
(4,164
|
)
|
|
(2,890
|
)
|
|||
Nontaxable foreign interest
|
|
(16,712
|
)
|
|
(16,506
|
)
|
|
(5,445
|
)
|
|||
Disposition of foreign subsidiaries
|
|
—
|
|
|
—
|
|
|
6,292
|
|
|||
Australian reorganization
|
|
—
|
|
|
—
|
|
|
(7,245
|
)
|
|||
Other
|
|
3,657
|
|
|
(2,318
|
)
|
|
6,310
|
|
|||
Income tax expense on continuing operations
|
|
$
|
83,206
|
|
|
$
|
42,724
|
|
|
$
|
57,979
|
|
Effective income tax rates from continuing operations
|
|
34.0
|
%
|
|
28.1
|
%
|
|
35.6
|
%
|
|
|
August 31,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Deferred compensation and employee benefits
|
|
$
|
48,309
|
|
|
$
|
51,956
|
|
Net operating losses and credits
|
|
78,838
|
|
|
68,736
|
|
||
Reserves and other accrued expenses
|
|
21,380
|
|
|
45,246
|
|
||
Allowance for doubtful accounts
|
|
3,334
|
|
|
3,760
|
|
||
Intangibles
|
|
8,086
|
|
|
6,707
|
|
||
Other
|
|
9,562
|
|
|
8,766
|
|
||
Total deferred tax assets
|
|
169,509
|
|
|
185,171
|
|
||
Valuation allowance for deferred tax assets
|
|
(79,965
|
)
|
|
(69,762
|
)
|
||
Deferred tax assets, net
|
|
$
|
89,544
|
|
|
$
|
115,409
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Fixed assets
|
|
$
|
102,144
|
|
|
$
|
99,016
|
|
Inventory
|
|
3,774
|
|
|
8,320
|
|
||
Other
|
|
3,981
|
|
|
4,066
|
|
||
Total deferred tax liabilities
|
|
$
|
109,899
|
|
|
$
|
111,402
|
|
Deferred tax assets, net of deferred tax liabilities
|
|
$
|
(20,355
|
)
|
|
$
|
4,007
|
|
|
|
August 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at September 1
|
|
$
|
27,349
|
|
|
$
|
28,551
|
|
|
$
|
27,384
|
|
Change in tax positions of current year
|
|
—
|
|
|
—
|
|
|
1,255
|
|
|||
Change for tax positions of prior years
|
|
—
|
|
|
(1,202
|
)
|
|
—
|
|
|||
Reductions due to settlements with taxing authorities
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
|||
Balance at August 31
|
|
$
|
27,349
|
|
|
$
|
27,349
|
|
|
$
|
28,551
|
|
|
|
Stock
Options/SARs |
|
Restricted Stock
Awards/Units |
|
Performance
Awards |
|||
2015 Grants
|
|
—
|
|
|
987,574
|
|
|
462,496
|
|
2014 Grants
|
|
—
|
|
|
1,191,544
|
|
|
450,233
|
|
2013 Grants
|
|
244,403
|
|
|
1,149,696
|
|
|
640,002
|
|
|
Number
|
|
Weighted Average
Grant-Date Fair Value |
|||
Outstanding as of September 1, 2012
|
1,683,572
|
|
|
$
|
13.16
|
|
Granted
|
1,159,451
|
|
|
13.60
|
|
|
Vested
|
(537,303
|
)
|
|
13.35
|
|
|
Forfeited
|
(398,302
|
)
|
|
12.22
|
|
|
Outstanding as of August 31, 2013
|
1,907,418
|
|
|
13.57
|
|
|
Granted
|
1,275,355
|
|
|
16.89
|
|
|
Vested
|
(737,870
|
)
|
|
13.55
|
|
|
Forfeited
|
(364,323
|
)
|
|
14.94
|
|
|
Outstanding as of August 31, 2014
|
2,080,580
|
|
|
15.37
|
|
|
Granted
|
1,468,696
|
|
|
15.79
|
|
|
Vested
|
(712,279
|
)
|
|
14.33
|
|
|
Forfeited
|
(103,663
|
)
|
|
15.51
|
|
|
Outstanding as of August 31, 2015
|
2,733,334
|
|
|
$
|
15.86
|
|
|
|
2013
|
||
Risk-free interest rate
|
|
0.41
|
%
|
|
Expected life, years
|
|
3.0
|
|
|
Expected volatility
|
|
43
|
%
|
|
Expected dividend yield
|
|
3.40
|
%
|
|
Weighted average grant-date fair value per share
|
|
$
|
3.38
|
|
|
Number
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value
|
|||||
Outstanding as of September 1, 2012
|
2,930,492
|
|
|
$
|
24.81
|
|
|
|
|
|
||
Granted
|
185,004
|
|
|
14.25
|
|
|
|
|
|
|||
Exercised
|
(4,105
|
)
|
|
11.60
|
|
|
|
|
|
|||
Forfeited/Expired
|
(457,961
|
)
|
|
24.91
|
|
|
|
|
|
|||
Outstanding as of August 31, 2013
|
2,653,430
|
|
|
$
|
24.07
|
|
|
2.8
|
|
$
|
2,867,175
|
|
Exercised
|
(223,473
|
)
|
|
11.84
|
|
|
|
|
|
|||
Forfeited/Expired
|
(992,926
|
)
|
|
32.93
|
|
|
|
|
|
|||
Outstanding as of August 31, 2014
|
1,437,031
|
|
|
$
|
19.85
|
|
|
2.7
|
|
$
|
4,384,668
|
|
Exercised
|
(142,604
|
)
|
|
11.80
|
|
|
|
|
|
|||
Forfeited/Expired
|
(452,210
|
)
|
|
35.10
|
|
|
|
|
|
|||
Outstanding as of August 31, 2015
|
842,217
|
|
|
$
|
13.04
|
|
|
2.7
|
|
$
|
2,243,765
|
|
Exercisable at August 31, 2015
|
789,498
|
|
|
$
|
12.95
|
|
|
2.6
|
|
$
|
2,168,298
|
|
Remaining unvested stock appreciation rights and stock options expected to vest
|
50,083
|
|
|
$
|
14.27
|
|
|
|
|
|
|
|
Stock Appreciation Rights and Stock Options Outstanding
|
|
Stock Appreciation Rights and Stock Options Exercisable
|
||||||||||||||||
Range of Exercise Prices
|
|
Number Outstanding
|
|
Weighted Average Remaining Contractual Life (In Years)
|
|
Weighted
Average Exercise Price |
|
Number Exercisable
|
|
Weighted Average Remaining Contractual Life (In Years)
|
|
Weighted
Average Exercise Price |
||||||||
$11.00
|
-
|
14.68
|
|
720,511
|
|
|
2.7
|
|
$
|
12.40
|
|
|
671,027
|
|
|
2.6
|
|
$
|
12.27
|
|
$16.54
|
-
|
16.83
|
|
121,706
|
|
|
2.5
|
|
$
|
16.81
|
|
|
118,471
|
|
|
2.5
|
|
$
|
16.81
|
|
|
|
|
|
842,217
|
|
|
2.7
|
|
$
|
13.04
|
|
|
789,498
|
|
|
2.6
|
|
$
|
12.95
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Shares subscribed
|
|
198,710
|
|
|
228,780
|
|
|
281,460
|
|
|||
Price per share
|
|
$
|
13.73
|
|
|
$
|
16.97
|
|
|
$
|
12.61
|
|
Shares purchased
|
|
172,170
|
|
|
221,570
|
|
|
211,580
|
|
|||
Price per share
|
|
$
|
16.96
|
|
|
$
|
12.61
|
|
|
$
|
11.85
|
|
Shares available for future issuance
|
|
3,810,924
|
|
|
|
|
|
Year Ending August 31,
|
|
(in thousands)
|
||
2016
|
|
$
|
30,390
|
|
2017
|
|
25,648
|
|
|
2018
|
|
18,949
|
|
|
2019
|
|
14,785
|
|
|
2020
|
|
9,119
|
|
|
Thereafter
|
|
19,236
|
|
|
Total
|
|
$
|
118,127
|
|
|
|
August 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Earnings from continuing operations
|
|
$
|
161,322
|
|
|
$
|
109,091
|
|
|
$
|
104,723
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
||||||
Shares outstanding for basic earnings per share
|
|
116,527,265
|
|
|
117,496,270
|
|
|
116,677,836
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per share from continuing operations attributable to CMC
|
|
$
|
1.39
|
|
|
$
|
0.93
|
|
|
$
|
0.90
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
||||||
Shares outstanding for basic earnings per share
|
|
116,527,265
|
|
|
117,496,270
|
|
|
116,677,836
|
|
|||
|
|
|
|
|
|
|
||||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|||||
Stock-based incentive/purchase plans
|
|
1,422,633
|
|
|
1,110,836
|
|
|
875,116
|
|
|||
Shares outstanding for diluted earnings per share
|
|
117,949,898
|
|
|
118,607,106
|
|
|
117,552,952
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings per share from continuing operations attributable to CMC
|
|
$
|
1.37
|
|
|
$
|
0.92
|
|
|
$
|
0.89
|
|
|
|
|
|
|
|
|
||||||
Anti-dilutive shares not included above
|
|
371,273
|
|
|
679,916
|
|
|
1,492,206
|
|
|
|
August 31,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Salaries and incentive compensation
|
|
$
|
97,968
|
|
|
$
|
115,840
|
|
Taxes other than income taxes
|
|
41,433
|
|
|
39,998
|
|
||
Advance billings on contracts
|
|
30,412
|
|
|
41,645
|
|
||
Insurance
|
|
23,123
|
|
|
25,239
|
|
||
Inventory
|
|
7,113
|
|
|
17,181
|
|
|
|
Americas
|
|
International
|
|
|
|
|
|
|
||||||||||||||||||||||
(in thousands)
|
|
Recycling
|
|
Mills
|
|
Fabrication
|
|
Mill
|
|
Marketing and Distribution
|
|
Corporate
|
|
Eliminations
|
|
Continuing Operations
|
||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales-unaffiliated customers
|
|
$
|
887,068
|
|
|
$
|
1,048,063
|
|
|
$
|
1,612,084
|
|
|
$
|
626,219
|
|
|
$
|
1,814,319
|
|
|
$
|
852
|
|
|
$
|
—
|
|
|
$
|
5,988,605
|
|
Intersegment sales
|
|
135,553
|
|
|
793,749
|
|
|
12,154
|
|
|
32
|
|
|
83,298
|
|
|
—
|
|
|
(1,024,786
|
)
|
|
—
|
|
||||||||
Net sales
|
|
1,022,621
|
|
|
1,841,812
|
|
|
1,624,238
|
|
|
626,251
|
|
|
1,897,617
|
|
|
852
|
|
|
(1,024,786
|
)
|
|
5,988,605
|
|
||||||||
Adjusted operating profit (loss)
|
|
(18,637
|
)
|
|
304,272
|
|
|
39,183
|
|
|
17,555
|
|
|
57,885
|
|
|
(77,832
|
)
|
|
1,409
|
|
|
323,835
|
|
||||||||
Interest expense*
|
|
2,628
|
|
|
4,207
|
|
|
8,864
|
|
|
2,620
|
|
|
9,096
|
|
|
50,345
|
|
|
—
|
|
|
77,760
|
|
||||||||
Capital expenditures**
|
|
12,811
|
|
|
67,203
|
|
|
14,883
|
|
|
15,413
|
|
|
296
|
|
|
5,194
|
|
|
—
|
|
|
115,800
|
|
||||||||
Depreciation and amortization***
|
|
24,954
|
|
|
46,780
|
|
|
19,094
|
|
|
28,211
|
|
|
2,551
|
|
|
20,752
|
|
|
—
|
|
|
142,342
|
|
||||||||
Total assets****
|
|
251,793
|
|
|
672,322
|
|
|
687,884
|
|
|
403,706
|
|
|
802,007
|
|
|
1,075,642
|
|
|
(552,577
|
)
|
|
3,340,777
|
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales-unaffiliated customers
|
|
$
|
1,176,907
|
|
|
$
|
1,198,249
|
|
|
$
|
1,523,573
|
|
|
$
|
822,224
|
|
|
$
|
2,055,202
|
|
|
$
|
14,283
|
|
|
$
|
—
|
|
|
$
|
6,790,438
|
|
Intersegment sales
|
|
190,163
|
|
|
793,085
|
|
|
13,912
|
|
|
969
|
|
|
65,335
|
|
|
—
|
|
|
(1,063,464
|
)
|
|
—
|
|
||||||||
Net sales
|
|
1,367,070
|
|
|
1,991,334
|
|
|
1,537,485
|
|
|
823,193
|
|
|
2,120,537
|
|
|
14,283
|
|
|
(1,063,464
|
)
|
|
6,790,438
|
|
||||||||
Adjusted operating profit (loss)
|
|
(3,222
|
)
|
|
247,703
|
|
|
6,196
|
|
|
30,632
|
|
|
24,027
|
|
|
(72,347
|
)
|
|
(302
|
)
|
|
232,687
|
|
||||||||
Interest expense*
|
|
2,700
|
|
|
7,059
|
|
|
10,222
|
|
|
4,608
|
|
|
6,924
|
|
|
45,524
|
|
|
—
|
|
|
77,037
|
|
||||||||
Capital expenditures**
|
|
16,771
|
|
|
31,781
|
|
|
13,798
|
|
|
30,770
|
|
|
1,122
|
|
|
6,907
|
|
|
—
|
|
|
101,149
|
|
||||||||
Depreciation and amortization***
|
|
16,424
|
|
|
45,392
|
|
|
19,192
|
|
|
32,776
|
|
|
2,500
|
|
|
21,243
|
|
|
—
|
|
|
137,527
|
|
||||||||
Total assets****
|
|
296,564
|
|
|
647,437
|
|
|
691,765
|
|
|
466,449
|
|
|
803,263
|
|
|
1,100,995
|
|
|
(469,093
|
)
|
|
3,537,380
|
|
||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales-unaffiliated customers
|
|
$
|
1,225,604
|
|
|
$
|
1,060,337
|
|
|
$
|
1,427,785
|
|
|
$
|
819,889
|
|
|
$
|
2,055,623
|
|
|
$
|
11,832
|
|
|
$
|
—
|
|
|
$
|
6,601,070
|
|
Intersegment sales
|
|
166,145
|
|
|
759,183
|
|
|
14,906
|
|
|
6,155
|
|
|
38,554
|
|
|
—
|
|
|
(984,943
|
)
|
|
—
|
|
||||||||
Net sales
|
|
1,391,749
|
|
|
1,819,520
|
|
|
1,442,691
|
|
|
826,044
|
|
|
2,094,177
|
|
|
11,832
|
|
|
(984,943
|
)
|
|
6,601,070
|
|
||||||||
Adjusted operating profit (loss)
|
|
3,170
|
|
|
204,333
|
|
|
28,033
|
|
|
890
|
|
|
63,327
|
|
|
(66,453
|
)
|
|
848
|
|
|
234,148
|
|
||||||||
Interest expense*
|
|
9
|
|
|
(101
|
)
|
|
83
|
|
|
992
|
|
|
3,200
|
|
|
64,256
|
|
|
—
|
|
|
68,439
|
|
||||||||
Capital expenditures**
|
|
21,261
|
|
|
37,216
|
|
|
5,605
|
|
|
15,155
|
|
|
864
|
|
|
7,552
|
|
|
—
|
|
|
87,653
|
|
||||||||
Depreciation and amortization***
|
|
13,453
|
|
|
42,925
|
|
|
22,302
|
|
|
33,238
|
|
|
2,387
|
|
|
21,096
|
|
|
—
|
|
|
135,401
|
|
||||||||
Total assets****
|
|
309,599
|
|
|
598,478
|
|
|
631,510
|
|
|
487,613
|
|
|
724,963
|
|
|
1,075,594
|
|
|
(496,058
|
)
|
|
3,331,699
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Earnings from continuing operations
|
|
$
|
161,322
|
|
|
$
|
109,091
|
|
|
$
|
104,723
|
|
Income taxes
|
|
83,206
|
|
|
42,724
|
|
|
57,979
|
|
|||
Interest expense
|
|
77,760
|
|
|
77,037
|
|
|
68,439
|
|
|||
Discounts on sales of accounts receivable
|
|
1,547
|
|
|
3,835
|
|
|
3,007
|
|
|||
Adjusted operating profit from continuing operations
|
|
$
|
323,835
|
|
|
$
|
232,687
|
|
|
$
|
234,148
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Major product information:
|
|
|
|
|
|
|
||||||
Steel products
|
|
$
|
4,084,092
|
|
|
$
|
4,500,093
|
|
|
$
|
4,033,286
|
|
Industrial materials
|
|
566,323
|
|
|
659,251
|
|
|
928,472
|
|
|||
Nonferrous scrap
|
|
536,856
|
|
|
639,961
|
|
|
682,611
|
|
|||
Ferrous scrap
|
|
428,192
|
|
|
659,578
|
|
|
646,263
|
|
|||
Construction materials
|
|
220,232
|
|
|
199,154
|
|
|
189,046
|
|
|||
Nonferrous products
|
|
10,443
|
|
|
8,761
|
|
|
5,674
|
|
|||
Other
|
|
142,467
|
|
|
123,640
|
|
|
115,718
|
|
|||
Net sales
|
|
$
|
5,988,605
|
|
|
$
|
6,790,438
|
|
|
$
|
6,601,070
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Geographic area:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
4,199,789
|
|
|
$
|
4,510,080
|
|
|
$
|
4,107,231
|
|
Europe
|
|
1,006,204
|
|
|
1,215,150
|
|
|
1,108,196
|
|
|||
Asia
|
|
578,755
|
|
|
786,512
|
|
|
1,094,458
|
|
|||
Australia/New Zealand
|
|
121,403
|
|
|
175,756
|
|
|
199,603
|
|
|||
Other
|
|
82,454
|
|
|
102,940
|
|
|
91,582
|
|
|||
Net sales
|
|
$
|
5,988,605
|
|
|
$
|
6,790,438
|
|
|
$
|
6,601,070
|
|
|
|
August 31,
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
|
$
|
866,421
|
|
|
$
|
871,326
|
|
|
$
|
868,643
|
|
Europe
|
|
189,796
|
|
|
243,280
|
|
|
239,899
|
|
|||
Asia
|
|
7,692
|
|
|
8,814
|
|
|
7,618
|
|
|||
Australia/New Zealand
|
|
1,292
|
|
|
11,309
|
|
|
12,446
|
|
|||
Total long-lived assets
|
|
$
|
1,065,201
|
|
|
$
|
1,134,729
|
|
|
$
|
1,128,606
|
|
|
|
Three Months Ended Fiscal 2015
|
||||||||||||||
(in thousands except per share data)
|
|
Nov. 30
|
|
Feb. 28
|
|
May 31
|
|
Aug. 31
|
||||||||
Net sales*
|
|
$
|
1,679,990
|
|
|
$
|
1,391,117
|
|
|
$
|
1,506,002
|
|
|
$
|
1,411,496
|
|
Gross profit*
|
|
186,221
|
|
|
221,414
|
|
|
235,958
|
|
|
131,809
|
|
||||
Net earnings (loss) attributable to CMC
|
|
36,253
|
|
|
54,451
|
|
|
56,681
|
|
|
(5,751
|
)
|
||||
Basic EPS attributable to CMC
|
|
0.31
|
|
|
0.47
|
|
|
0.49
|
|
|
(0.05
|
)
|
||||
Diluted EPS attributable to CMC
|
|
0.30
|
|
|
0.46
|
|
|
0.49
|
|
|
(0.05
|
)
|
|
|
Three Months Ended Fiscal 2014
|
||||||||||||||
(in thousands except per share data)
|
|
Nov. 30
|
|
Feb. 28
|
|
May 31
|
|
Aug. 31
|
||||||||
Net sales*
|
|
$
|
1,617,075
|
|
|
$
|
1,597,461
|
|
|
$
|
1,738,593
|
|
|
$
|
1,837,309
|
|
Gross profit*
|
|
176,873
|
|
|
142,356
|
|
|
178,419
|
|
|
183,452
|
|
||||
Net earnings attributable to CMC
|
|
45,919
|
|
|
11,143
|
|
|
23,563
|
|
|
34,926
|
|
||||
Basic EPS attributable to CMC
|
|
0.39
|
|
|
0.09
|
|
|
0.20
|
|
|
0.29
|
|
||||
Diluted EPS attributable to CMC
|
|
0.39
|
|
|
0.09
|
|
|
0.20
|
|
|
0.29
|
|
•
|
Article II, Section 9 of the Bylaws provides for a majority voting standard in uncontested director elections. Under the new majority voting standard, a nominee for director in an uncontested election shall be elected to CMC’s Board of Directors by a vote of a majority of the votes cast with respect to that director’s election. For purposes of these provisions, the “majority of the votes cast” means that the number of shares voted “for” a director nominee’s election exceeds the number of shares voted “against” such director nominee’s election. In any contested election of directors (as defined in the Bylaws), directors will continue to be elected by plurality vote; and
|
•
|
Article XII, Section 8 of the Bylaws provides that, unless a majority of CMC’s Board of Directors consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or to the Company’s stockholders, (iii) any action asserting a claim against the Company or any of its directors, officers or other employees arising pursuant to any provision of the Delaware General Corporation Law, the restated certificate of incorporation of the Company or the Bylaws or (iv) any action asserting a claim against the Company or any of its directors, officers or other employees governed by the internal affairs doctrine of the State of Delaware, in all cases subject to the court’s having personal jurisdiction over all indispensable parties named as defendants (the "forum selection amendment"). If the Court of Chancery of the State of Delaware does not have jurisdiction over such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state court located within the State of Delaware; if no state court located within the State of Delaware has jurisdiction, the sole and exclusive forum for such action or proceeding shall be the federal district court for the District of Delaware.
|
EXHIBIT
|
|
|
NO.
|
|
DESCRIPTION
|
4(i)(c)
|
|
Form of Note for Commercial Metals Company's 6.50% Senior Notes due 2017 (filed as Exhibit 4(i)(e) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2007 and incorporated herein by reference).
|
|
|
|
4(i)(d)
|
|
Form of Note for Commercial Metals Company's 7.35% Senior Notes due 2018 (filed as Exhibit 4(i)(g) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2008 and incorporated herein by reference).
|
|
|
|
4(i)(e)
|
|
Form of 4.875% Senior Note due 2023 (filed as Exhibit 4.2 to Commercial Metals Company's Current Report on Form 8-K filed May 20, 2013 and incorporated herein by reference).
|
|
|
|
4(i)(f)
|
|
Supplemental Indenture, dated July 17, 2007, to Indenture, dated July 31, 1995, by and between Commercial Metals Company and The Bank of New York Trust Company, N. A., as trustee (filed as Exhibit 4.1 to Commercial Metals Company's Current Report on Form 8-K filed July 17, 2007 and incorporated herein by reference).
|
|
|
|
4(i)(g)
|
|
Supplemental Indenture, dated August 4, 2008, to Indenture, dated July 31, 1995, by and between Commercial Metals Company and The Bank of New York Mellon Trust Company, N. A., as trustee (filed as Exhibit 4.1 to Commercial Metals Company's Current Report on Form 8-K filed August 5, 2008 and incorporated herein by reference).
|
|
|
|
4(i)(h)
|
|
First Supplemental Indenture, dated May 20, 2013, to Indenture, dated May 6, 2013, by and between Commercial Metals Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Commercial Metals Company's Current Report on Form 8-K filed May 20, 2013 and incorporated herein by reference).
|
|
|
|
10(ii)(a)
|
|
Fourth Amended and Restated Credit Agreement, dated June 26, 2014, by and among Commercial Metals Company, CMC International Finance, S.à R.L., the lenders party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 10.1 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2014 and incorporated herein by reference).
|
|
|
|
10(ii)(b)
|
|
Receivables Sale Agreement, dated April 5, 2011, by and between Commercial Metals Company and several of its subsidiaries and CMC Receivables, Inc. (a special purpose wholly-owned subsidiary of Commercial Metals Company) (filed as Exhibit 10.3 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 and incorporated herein by reference).
|
|
|
|
10(ii)(c)
|
|
Receivables Purchase Agreement, dated April 5, 2011, by and among Commercial Metals Company, CMC Receivables, Inc. (a special purpose wholly-owned subsidiary of Commercial Metals Company), certain purchasers and Wells Fargo Bank, N.A., as administrative agent for the purchasers (filed as Exhibit 10.4 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 and incorporated herein by reference).
|
|
|
|
10(ii)(d)
|
|
Performance Undertaking, dated April 5, 2011, executed by Commercial Metals Company in favor of CMC Receivables, Inc. (a special purpose wholly-owned subsidiary of Commercial Metals Company) (filed as Exhibit 10.5 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 and incorporated herein by reference).
|
|
|
|
10(ii)(e)
|
|
Amendment No. 1 to Receivables Purchase Agreement, dated December 28, 2011, by and among Commercial Metals Company, CMC Receivables, Inc., Wells Fargo Bank, N.A., The Bank of Nova Scotia and Liberty Street Funding LLC (filed as Exhibit 10.2 to Commercial Metals Company's Current Report on Form 8-K filed January 3, 2012 and incorporated herein by reference).
|
|
|
|
EXHIBIT
|
|
|
NO.
|
|
DESCRIPTION
|
10(ii)(f)
|
|
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 Nova 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 as Exhibit 10.3 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2013 and incorporated herein by reference).
|
|
|
|
10(ii)(g)
|
|
Omnibus Amendment No. 2 (Amendment No. 3 to Receivables Sale Agreement, Amendment No. 3 to Receivables Purchase Agreement, and Amendment No. 3 to Performance Undertaking), dated August 15, 2014, by and among the Company, as servicer and provider of the Performance Undertaking, certain subsidiaries of the Company parties thereto, as originators, CMC Receivables, Inc., the conduit purchasers party thereto, the committed purchasers party thereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch in its capacity as administrator of the Nieuw Amsterdam Funding Group, BMO Capital Markets Corp. in its capacity as administrator of the Fairway Funding Group and Wells Fargo Bank, N.A., as a committed purchaser and as administrative agent (filed as Exhibit 10.1 to Commercial Metals Company's Current Report on Form 8-K filed August 21, 2014 and incorporated herein by reference).
|
|
|
|
10(iii)(a)*
|
|
Key Employee Long-Term Performance Plan description (filed as Exhibit 10(iii)(d) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).
|
|
|
|
10(iii)(b)*
|
|
Key Employee Annual Incentive Plan description (filed as Exhibit 10(iii)(e) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).
|
|
|
|
10(iii)(c)*
|
|
Second Amended and Restated 1999 Non-Employee Director Stock Option Plan (filed as Exhibit 10(iii)(a) to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ending February 28, 2007 and incorporated herein by reference).
|
|
|
|
10(iii)(d)*
|
|
Amendment Number One to the Second Amended and Restated 1999 Non-Employee Director Stock Option Plan (filed as Exhibit 10.3 to Commercial Metals Company's Current Report on Form 8-K filed January 28, 2010 and incorporated herein by reference).
|
|
|
|
10(iii)(e)*
|
|
Commercial Metals Company 1996 Long-Term Incentive Plan (filed as Exhibit 10(iii)(i) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2010 and incorporated herein by reference).
|
|
|
|
10(iii)(f)*
|
|
Commercial Metals Company 2006 Long-Term Equity Incentive Plan (filed as Exhibit 10(iii)(b) to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ending February 28, 2007 and incorporated herein by reference).
|
|
|
|
10(iii)(g)*
|
|
Amendment Number One to Commercial Metals Company 2006 Long-Term Equity Incentive Plan (filed as Exhibit 10.2 to Commercial Metals Company's Current Report on Form 8-K filed January 28, 2010 and incorporated herein by reference).
|
|
|
|
10(iii)(h)*
|
|
Commercial Metals Company 2010 Employee Stock Purchase Plan (filed as Exhibit 10.1 to Commercial Metals Company's Current Report on Form 8-K filed January 28, 2010 and incorporated herein by reference).
|
|
|
|
10(iii)(i)*
|
|
Form of Executive Employment Continuity Agreement (filed as Exhibit 10.1 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2006 and incorporated herein by reference).
|
|
|
|
10(iii)(j)*
|
|
Form of Restricted Stock Unit Award Agreement (filed as Exhibit 10.2 to Commercial Metals Company's Current Report on Form 8-K filed May 26, 2009 and incorporated herein by reference).
|
EXHIBIT
|
|
|
NO.
|
|
DESCRIPTION
|
|
|
|
10(iii)(k)*
|
|
Form of Non-Employee Director Stock Appreciation Rights Agreement (filed as Exhibit 10(iii)(q) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).
|
|
|
|
10(iii)(l)*
|
|
Form of Performance Restricted Stock Unit Award Agreement (filed as Exhibit 10 (iii)(x) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2010 and incorporated herein by reference).
|
|
|
|
10(iii)(m)*
|
|
Form of Restricted Stock Unit Agreement (filed as Exhibit 10 (iii)(y) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2010 and incorporated herein by reference).
|
|
|
|
10(iii)(n)*
|
|
Form of Long-Term Cash and Equity Award Agreement (filed as Exhibit 10.1 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2011 and incorporated herein by reference).
|
|
|
|
10(iii)(o)*
|
|
Form of Long-Term Equity Award Agreement (filed as Exhibit 10.2 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2011 and incorporated herein by reference).
|
|
|
|
10(iii)(p)*
|
|
Employment Agreement, dated April 16, 2010, by and between Joseph Alvarado and Commercial Metals Company (filed as Exhibit 10.4 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2010 and incorporated herein by reference).
|
|
|
|
10(iii)(q)*
|
|
First Amendment to Employment Agreement, dated April 8, 2011, by and between Joseph Alvarado and Commercial Metals Company (filed as Exhibit 10.2 to Commercial Metals Company's Current Report on Form 8-K filed April 11, 2011 and incorporated herein by reference).
|
|
|
|
10(iii)(r)*
|
|
Second Amendment to Employment Agreement, dated May 26, 2011, by and between Joseph Alvarado and Commercial Metals Company (filed as Exhibit 10.6 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2011 and incorporated herein by reference).
|
|
|
|
10(iii)(s)*
|
|
Third Amendment to Employment Agreement, dated September 1, 2011, by and between Joseph Alvarado and Commercial Metals Company (filed as Exhibit 10(iii)(dd) to Commercial Metals Company's Annual Report on Form 10-K for the year ended August 31, 2011 and incorporated herein by reference).
|
|
|
|
10(iii)(t)*
|
|
Terms and Conditions of Employment, dated May 3, 2011, by and between Barbara R. Smith and Commercial Metals Company (filed as Exhibit 10.3 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2011 and incorporated herein by reference).
|
|
|
|
12
|
|
Statement re computation of earnings to fixed charges (filed herewith).
|
|
|
|
21
|
|
Subsidiaries of Commercial Metals Company (filed herewith).
|
|
|
|
23
|
|
Consent of Deloitte & Touche LLP (filed herewith).
|
|
|
|
31(a)
|
|
Certification of Joseph Alvarado, President and Chief Executive Officer of Commercial Metals Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
31(b)
|
|
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(a)
|
|
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 (furnished herewith).
|
|
|
|
EXHIBIT
|
|
|
NO.
|
|
DESCRIPTION
|
32(b)
|
|
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 (furnished herewith).
|
|
|
|
101
|
|
The following financial information from Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders' Equity and (vi) the Notes to Consolidated Financial Statements (filed herewith).
|
*
|
Denotes management contract or compensatory plan.
|
|
|
|
|
Additions
|
|
Deductions
|
|
|
|||||||||||||||
Description (in thousands)
|
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
Balance at End of Period
|
|||||||||||
Year Ended August 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
5,908
|
|
|
4,142
|
|
|
306
|
|
(1)
|
|
(661
|
)
|
|
(662
|
)
|
|
(2)
|
|
$
|
9,033
|
|
Deferred tax valuation allowance
|
|
69,762
|
|
|
17,746
|
|
|
|
|
|
(7,543
|
)
|
|
|
|
|
|
79,965
|
|
||||
Year Ended August 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
10,042
|
|
|
647
|
|
|
842
|
|
(1)
|
|
(1,544
|
)
|
|
(4,079
|
)
|
|
(2)
|
|
$
|
5,908
|
|
Deferred tax valuation allowance
|
|
48,837
|
|
|
24,964
|
|
|
|
|
|
(4,039
|
)
|
|
|
|
|
|
69,762
|
|
||||
Year ended August 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
9,480
|
|
|
4,980
|
|
|
193
|
|
(1)
|
|
(550
|
)
|
|
(4,061
|
)
|
|
(2)
|
|
$
|
10,042
|
|
Deferred tax valuation allowance
|
|
$
|
25,779
|
|
|
25,119
|
|
|
|
|
|
|
(2,061
|
)
|
|
|
|
|
|
|
$
|
48,837
|
|
(1)
|
Recoveries and translation adjustments.
|
(2)
|
Uncollectable accounts charged to the allowance. For the years ended
August 31, 2015
,
2014
and
2013
,
$(1,695)
,
$(1,010)
and
$(1,163)
were reclassified to the fair value of the deferred purchase price under our sale of receivables program, respectively.
|
|
|
|
|
|
|
COMMERCIAL METALS COMPANY
|
|
||
|
By
|
/s/ Joseph Alvarado
|
|
|
|
|
Joseph Alvarado
|
|
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
|
|
|
Date: October 30, 2015
|
|
|
|
|
|
|
|
/s/ Joseph Alvarado
|
|
/s/ Sarah E. Raiss
|
|
|
|
Joseph Alvarado, October 30, 2015
|
|
Sarah E. Raiss, October 30, 2015
|
Chairman of the Board, President and Chief Executive Officer
|
|
Director
|
|
|
|
/s/ Richard B. Kelson
|
|
/s/ J. David Smith
|
|
|
|
Richard B. Kelson, October 30, 2015
|
|
J. David Smith, October 30, 2015
|
Lead Director
|
|
Director
|
|
|
|
/s/ Vicki L. Avril
|
|
/s/ Charles L. Szews
|
|
|
|
Vicki L. Avril, October 30, 2015
|
|
Charles L. Szews, October 30, 2015
|
Director
|
|
Director
|
|
|
|
/s/ Rhys J. Best
|
|
/s/ Joseph C. Winkler
|
|
|
|
Rhys J. Best, October 30, 2015
|
|
Joseph C. Winkler, October 30, 2015
|
Director
|
|
Director
|
|
|
|
/s/ Robert L. Guido
|
|
/s/ Barbara R. Smith
|
|
|
|
Robert L. Guido, October 30, 2015
|
|
Barbara R. Smith, October 30, 2015
|
Director
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
/s/ Anthony A. Massaro
|
|
/s/ Adam R. Hickey
|
|
|
|
Anthony A. Massaro, October 30, 2015
|
|
Adam R. Hickey, October 30, 2015
|
Director
|
|
Vice President and Controller
|
|
|
|
/s/ Rick J. Mills
|
|
|
|
|
|
Rick J. Mills, October 30, 2015
|
|
|
Director
|
|
|
|
|
|
INDEX TO EXHIBITS
|
||
|
|
|
EXHIBIT
|
|
|
NO.
|
|
DESCRIPTION
|
|
|
|
4(i)(g)
|
|
Supplemental Indenture, dated as of August 4, 2008, to Indenture, dated July 31, 1995, by and between Commercial Metals Company and The Bank of New York Mellon Trust Company, N. A., as trustee (filed as Exhibit 4.1 to Commercial Metals Company's Current Report on Form 8-K filed August 5, 2008 and incorporated herein by reference).
|
|
|
|
4(i)(h)
|
|
First Supplemental Indenture, dated May 20, 2013, to the Indenture, dated May 6, 2013, between Commercial Metals Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Commercial Metals Company's Current Report on Form 8-K filed May 20, 2013 and incorporated herein by reference).
|
|
|
|
10(ii)(a)
|
|
Fourth Amended and Restated Credit Agreement, dated June 26, 2014, by and among Commercial Metals Company, CMC International Finance, S.à R.L., the lenders party thereto and Bank of America, N.A., as administrative agent (filed as Exhibit 10.1 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2014 and incorporated herein by reference).
|
|
|
|
10(ii)(b)
|
|
Receivables Sale Agreement, dated April 5, 2011, by and between Commercial Metals Company and several of its subsidiaries and CMC Receivables, Inc. (a special purpose wholly-owned subsidiary of Commercial Metals Company) (filed as Exhibit 10.3 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 and incorporated herein by reference).
|
|
|
|
10(ii)(c)
|
|
Receivables Purchase Agreement, dated April 5, 2011, by and among Commercial Metals Company, CMC Receivables, Inc. (a special purpose wholly-owned subsidiary of Commercial Metals Company), certain purchasers and Wells Fargo Bank, N.A., as administrative agent for the purchasers (filed as Exhibit 10.4 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 and incorporated herein by reference).
|
|
|
|
10(ii)(d)
|
|
Performance Undertaking, dated April 5, 2011, executed by Commercial Metals Company in favor of CMC Receivables, Inc. (a special purpose wholly-owned subsidiary of Commercial Metals Company) (filed as Exhibit 10.5 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 and incorporated herein by reference).
|
|
|
|
10(ii)(e)
|
|
Amendment No. 1 to Receivables Purchase Agreement, dated December 28, 2011, by and among Commercial Metals Company, CMC Receivables, Inc., Wells Fargo Bank, N.A., The Bank of Nova Scotia and Liberty Street Funding LLC (filed as Exhibit 10.2 to Commercial Metals Company's Current Report on Form 8-K filed January 3, 2012 and incorporated herein by reference).
|
|
|
|
10(ii)(f)
|
|
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 Nova 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 as Exhibit 10.3 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2013 and incorporated herein by reference).
|
|
|
|
10(ii)(g)
|
|
Omnibus Amendment No. 2, (Amendment No. 3 to Receivables Sale Agreement, Amendment No. 3 to Receivables Purchase Agreement, and Amendment No. 3 to Performance Undertaking), dated August 15, 2014, by and among the Company, as servicer and provider of the Performance Undertaking, certain subsidiaries of the Company parties thereto, as originators, CMC Receivables, Inc., the conduit purchasers party thereto, the committed purchasers party thereto, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch in its capacity as administrator of the Nieuw Amsterdam Funding Group, BMO Capital Markets Corp. in its capacity as administrator of the Fairway Funding Group and Wells Fargo Bank, N.A., as a committed purchaser and as administrative agent (filed as Exhibit 10.1 to Commercial Metals Company's Current Report on Form 8-K filed August 21, 2014 and incorporated herein by reference).
|
|
|
|
INDEX TO EXHIBITS
|
||
|
|
|
EXHIBIT
|
|
|
NO.
|
|
DESCRIPTION
|
10(iii)(a)*
|
|
Key Employee Long-Term Performance Plan description (filed as Exhibit 10(iii)(d) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).
|
|
|
|
10(iii)(b)*
|
|
Key Employee Annual Incentive Plan description (filed as Exhibit 10(iii)(e) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).
|
|
|
|
10(iii)(c)*
|
|
Second Amended and Restated 1999 Non-Employee Director Stock Option Plan (filed as Exhibit 10(iii)(a) to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ending February 28, 2007 and incorporated herein by reference).
|
|
|
|
10(iii)(d)*
|
|
Amendment Number One to the Second Amended and Restated 1999 Non-Employee Director Stock Option Plan (filed as Exhibit 10.3 to Commercial Metals Company's Current Report on Form 8-K filed January 28, 2010 and incorporated herein by reference).
|
|
|
|
10(iii)(e)*
|
|
Commercial Metals Company 1996 Long-Term Incentive Plan (filed as Exhibit 10(iii)(i) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2010 and incorporated herein by reference).
|
|
|
|
10(iii)(f)*
|
|
Commercial Metals Company 2006 Long-Term Equity Incentive Plan (filed as Exhibit 10(iii)(b) to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ending February 28, 2007 and incorporated herein by reference).
|
|
|
|
10(iii)(g)*
|
|
Amendment Number One to Commercial Metals Company 2006 Long-Term Equity Incentive Plan (filed as Exhibit 10.2 to Commercial Metals Company's Current Report on Form 8-K filed January 28, 2010 and incorporated herein by reference).
|
|
|
|
10(iii)(h)*
|
|
Commercial Metals Company 2010 Employee Stock Purchase Plan (filed as Exhibit 10.1 to Commercial Metals Company's Current Report on Form 8-K filed January 28, 2010 and incorporated herein by reference).
|
|
|
|
10(iii)(i)*
|
|
Form of Executive Employment Continuity Agreement (filed as Exhibit 10.1 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2006 and incorporated herein by reference).
|
|
|
|
10(iii)(j)*
|
|
Form of Restricted Stock Unit Award Agreement (filed as Exhibit 10.2 to Commercial Metals Company's Current Report on Form 8-K filed May 26, 2009 and incorporated herein by reference).
|
|
|
|
10(iii)(k)*
|
|
Form of Non-Employee Director Stock Appreciation Rights Agreement (filed as Exhibit 10(iii)(q) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference).
|
|
|
|
10(iii)(l)*
|
|
Form of Performance Restricted Stock Unit Award Agreement (filed as Exhibit 10 (iii)(x) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2010 and incorporated herein by reference).
|
|
|
|
10(iii)(m)*
|
|
Form of Restricted Stock Unit Agreement (filed as Exhibit 10 (iii)(y) to Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2010 and incorporated herein by reference).
|
|
|
|
10(iii)(n)*
|
|
Form of Long-Term Cash and Equity Award Agreement (filed as Exhibit 10.1 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2011 and incorporated herein by reference).
|
|
|
|
10(iii)(o)*
|
|
Form of Long-Term Equity Award Agreement (filed as Exhibit 10.2 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2011 and incorporated herein by reference).
|
INDEX TO EXHIBITS
|
||
|
|
|
EXHIBIT
|
|
|
NO.
|
|
DESCRIPTION
|
|
|
|
10(iii)(p)*
|
|
Employment Agreement, dated April 16, 2010, by and between Joseph Alvarado and Commercial Metals Company (filed as Exhibit 10.4 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2010 and incorporated herein by reference).
|
|
|
|
10(iii)(q)*
|
|
First Amendment to Employment Agreement, dated April 8, 2011, by and between Joseph Alvarado and Commercial Metals Company (filed as Exhibit 10.2 to Commercial Metals Company's Current Report on Form 8-K filed April 11, 2011 and incorporated herein by reference).
|
|
|
|
10(iii)(r)*
|
|
Second Amendment to Employment Agreement, dated May 26, 2011, by and between Joseph Alvarado and Commercial Metals Company (filed as Exhibit 10.6 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2011 and incorporated herein by reference).
|
|
|
|
10(iii)(s)*
|
|
Third Amendment to Employment Agreement, dated September 1, 2011, by and between Joseph Alvarado and Commercial Metals Company (filed as Exhibit 10(iii)(dd) to Commercial Metals Company's Annual Report on Form 10-K for the year ended August 31, 2011 and incorporated herein by reference).
|
|
|
|
10(iii)(t)*
|
|
Terms and Conditions of Employment, dated May 3, 2011, by and between Barbara R. Smith and Commercial Metals Company (filed as Exhibit 10.3 to Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2011 and incorporated herein by reference).
|
|
|
|
12
|
|
Statement re computation of earnings to fixed charges (filed herewith).
|
|
|
|
21
|
|
Subsidiaries of Commercial Metals Company (filed herewith).
|
|
|
|
23
|
|
Consent of Deloitte & Touche LLP (filed herewith).
|
|
|
|
31(a)
|
|
Certification of Joseph Alvarado, President and Chief Executive Officer of Commercial Metals Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
31(b)
|
|
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(a)
|
|
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 (furnished herewith).
|
|
|
|
32(b)
|
|
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 (furnished herewith).
|
|
|
|
101
|
|
The following financial information from Commercial Metals Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders' Equity and (vi) the Notes to Consolidated Financial Statements (filed herewith).
|
*
|
Denotes management contract or compensatory plan.
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings (loss) from continuing operations before taxes
|
|
$
|
244,528
|
|
|
$
|
151,815
|
|
|
$
|
162,702
|
|
|
$
|
167,772
|
|
|
$
|
34,813
|
|
Less: Net earnings (loss) attributable to noncontrolling interests
|
|
—
|
|
|
1
|
|
|
4
|
|
|
6
|
|
|
213
|
|
|||||
Capitalized interest amortization
|
|
1,191
|
|
|
1,371
|
|
|
2,305
|
|
|
2,341
|
|
|
2,377
|
|
|||||
Fixed charges
|
|
93,024
|
|
|
90,242
|
|
|
80,779
|
|
|
81,034
|
|
|
82,770
|
|
|||||
Less: Capitalized interest
|
|
(810
|
)
|
|
(563
|
)
|
|
(1,004
|
)
|
|
(1,339
|
)
|
|
(794
|
)
|
|||||
Total
|
|
$
|
337,933
|
|
|
$
|
242,864
|
|
|
$
|
244,778
|
|
|
$
|
249,802
|
|
|
$
|
118,953
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
|
$
|
78,570
|
|
|
$
|
77,600
|
|
|
$
|
69,443
|
|
|
$
|
70,009
|
|
|
$
|
70,246
|
|
Portion of rental expense representative of interest factor
|
|
14,454
|
|
|
12,642
|
|
|
11,336
|
|
|
11,025
|
|
|
12,524
|
|
|||||
Total fixed charges
|
|
$
|
93,024
|
|
|
$
|
90,242
|
|
|
$
|
80,779
|
|
|
$
|
81,034
|
|
|
$
|
82,770
|
|
Ratio of earnings to fixed charges
|
|
3.63
|
|
|
2.69
|
|
|
3.03
|
|
|
3.08
|
|
|
1.44
|
|
NAME OF SUBSIDIARY
|
INCORPORATION
|
OWNED
|
A.C.N. 002 007 427 (formerly known as CMC (Australia) Pty Ltd
|
Australia
|
100
|
AHT, Inc.
|
Pennsylvania
|
100
|
CMC (Beijing) International Trade Company Limited
|
China
|
100
|
CMC Cometals International S.a r.l.
|
Luxembourg
|
100
|
CMC Cometals Processing, Inc.
|
Texas
|
100
|
CMC Commercial Metals Cyprus Limited
|
Cyprus
|
100
|
CMC Commercial Metals de Mexico, S. de R.L. de C.V.
|
Mexico
|
100
|
CMC Europe GmbH
|
Switzerland
|
100
|
CMC Fareast Limited
|
Hong Kong
|
100
|
CMC GH, LLC
|
Delaware
|
100
|
CMC GH, Ltd.
|
Bermuda
|
100
|
CMC GH Sisak d.o.o.
|
Croatia
|
100
|
CMC International Finance S.a r.l.
|
Luxembourg
|
100
|
CMC International GmbH
|
Switzerland
|
100
|
CMC Lux 1 SCSp
|
Luxembourg
|
100
|
CMC Lux 2 SCSp
|
Luxembourg
|
100
|
CMC Lux 3 SCSp
|
Luxembourg
|
100
|
CMC Lux 4 SCSp
|
Luxembourg
|
100
|
CMC Lux 5 SCSp
|
Luxembourg
|
100
|
CMC Metals Cyprus Limited
|
Cyprus
|
100
|
CMC Oil Company
|
Texas
|
100
|
CMC Poland Sp. z o.o.
|
Poland
|
100
|
CMC Polska sp z o.o.
|
Poland
|
100
|
CMC Putex Sp. z o.o.
|
Poland
|
100
|
CMC Receivables, Inc.
|
Delaware
|
100
|
CMC Recycling Singapore Pte. Ltd.
|
Singapore
|
100
|
CMC S.E. Asia Pte. Ltd.
|
Singapore
|
100
|
CMC Steel Distribution Pty Ltd
|
Australia
|
100
|
CMC Steel Fabricators, Inc.
|
Texas
|
100
|
CMC UK Ltd
|
England
|
100
|
CMC Victoria Pty Ltd
|
Australia
|
100
|
Com Met Company, S.a r.l.
|
Luxembourg
|
100
|
Cometals China, Inc.
|
Texas
|
100
|
Cometals Far East, Inc.
|
Texas
|
100
|
Commercial Metals (Bermuda), L.P.
|
Bermuda
|
100
|
Commercial Metals (Thailand) Ltd.
|
Thailand
|
100
|
Commercial Metals Company US (Luxembourg), S.C.S.
|
Luxembourg
|
100
|
Commercial Metals Company US, LLC
|
Delaware
|
100
|
Commercial Metals Deutschland GmbH
|
Germany
|
100
|
Commercial Metals International GmbH
|
Switzerland
|
100
|
Commercial Metals Lux GP S.a.r.l.
|
Luxembourg
|
100
|
Commercial Metals Poland Fundusz Inwestycyjny Zamkniety
|
Poland
|
100
|
Commercial Metals Pty Ltd
|
Australia
|
100
|
Commercial Metals SF/JV Company
|
Tennessee
|
100
|
Commonwealth Acquisitions Holdings, Inc.
|
Delaware
|
100
|
G.A.M. Steel Pty. Ltd.
|
Australia
|
100
|
Owen Electric Steel Company of South Carolina
|
South Carolina
|
100
|
Owen Industrial Products, Inc.
|
South Carolina
|
100
|
SMI Steel LLC
|
Alabama
|
100
|
SMI-Owen Steel Company, Inc.
|
South Carolina
|
100
|
Steel Products de Mexico, S.A. de C.V.
|
Mexico
|
100
|
Structural Metals, Inc.
|
Texas
|
100
|
/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
|