NOTE 2. CHANGES IN BUSINESS

Pending Acquisition

On December 29, 2017, the Company entered into a definitive purchase agreement to acquire certain U.S. rebar steel mill and fabrication assets from Gerdau S.A., a producer of long and specialty steel products in the Americas for a cash purchase price of $600.0 million, subject to customary purchase price adjustments. The acquisition includes 33 rebar fabrication facilities in the U.S. as well as steel mills located in Knoxville, Tennessee; Jacksonville, Florida; Sayreville, New Jersey and Rancho Cucamonga, California, with annual melt capacity of 2.7 million tons, bringing the Company’s global melt capacity to approximately 7.2 million tons at the close of the transaction. The closing of the transaction is expected before calendar year-end 2018 and is subject to the satisfaction or waiver of customary closing conditions, including customary regulatory review.

The Company expects to fund the purchase price for the acquisition with cash on hand, term loans, borrowings under the Credit Agreement (as defined in Note 7 to these unaudited condensed consolidated financial statements) or another credit facility, or the proceeds from an offering of one or more series of debt securities.

Businesses Held for Sale

On March 1, 2018, the Company entered into a definitive agreement to sell substantially all of the assets of its structural steel fabrication operations, which are part of the Americas Fabrication segment. This disposition does not meet the criteria for discontinued operations. The assets and liabilities related to these operations are included as assets and liabilities of businesses held for sale & discontinued operations in the unaudited condensed consolidated balance sheets for all periods presented, the major components of which are presented in the table below.



(in thousands)	February 28, 2018		August 31, 2017*
Assets:
Accounts receivable	$	38,846	$	38,279
Inventories, net	8,311		10,676
Other current assets	35		77
Assets of businesses held for sale & discontinued operations	$	47,192	$	49,032

Liabilities:
Accounts payable-trade	$	15,667	$	13,108
Accrued expenses and other payables	10,424		16,785
Liabilities of businesses held for sale & discontinued operations	$	26,091	$	29,893

* At August 31, 2017, $8.8 million of property, plant, and equipment, net of accumulated depreciation and amortization is included in other noncurrent assets on the unaudited condensed consolidated balance sheets.

Discontinued Operations

In June 2017, the Company announced a plan to exit its International Marketing and Distribution segment, including its trading operations in the U.S., Asia, and Australia. As an initial step in this plan, on August 31, 2017, the Company completed the sale of its raw materials business, CMC Cometals. Additionally, during the second quarter of fiscal 2018, the remaining operations related to the Company's steel trading business in the U.S. and Asia were substantially wound down. Finally, on March 1, 2018, the Company sold certain assets and liabilities of its Australian steel trading business. The results of these activities are included in discontinued operations in the consolidated statements of earnings for all periods presented. With the conclusion of operations in this segment, any activities carried out within the segment are no longer of ongoing significance; accordingly, segment data with respect to International Marketing and Distribution activities will no longer be reported. See Note 14, Business Segments, for further discussion of the exit of the International Marketing and Distribution segment.

The major classes of line items constituting earnings from discontinued operations in the unaudited condensed consolidated statements of earnings, which primarily relate to International Marketing and Distribution activities, are presented in the table below.



	Three Months Ended February 28,					Six Months Ended February 28,
(in thousands)	2018			2017		2018			2017
Net sales	$	139,011		$	287,323	$	301,122		$	509,436
Costs and expenses:
Cost of goods sold	130,687			265,380		272,138			471,919
Selling, general and administrative expenses	8,034			12,350		20,660			27,180
Interest expense	—			2		(86		)	(25		)
Earnings before income taxes	290			9,591		8,410			10,362
Income taxes (benefit)	(98		)	2,251		3,082			2,433
Earnings from discontinued operations	$	388		$	7,340	$	5,328		$	7,929

Components of the International Marketing and Distribution segment meeting the criteria for discontinued operations have been re-classified as assets and liabilities of business held for sale & discontinued operations in the unaudited condensed consolidated balance sheets for all periods presented, the major components of which are presented in the table below.



(in thousands)	February 28, 2018		August 31, 2017*
Assets:
Accounts receivable	$	72,723	$	106,905
Inventories, net	49,106		141,135
Other current assets	6,934		38
Property, plant and equipment, net of accumulated depreciation and amortization	332		—
Assets of businesses held for sale & discontinued operations	$	129,095	$	248,078

Liabilities:
Accounts payable-trade	$	11,947	$	42,563
Accrued expenses and other payables	12,523		15,372
Liabilities of businesses held for sale & discontinued operations	$	24,470	$	57,935

* Property, plant, and equipment, net of accumulated depreciation and amortization of $0.8 million at August 31, 2017 is included in other noncurrent assets on the unaudited condensed consolidated balance sheets.

There were no material operating or investing non-cash items for discontinued operations for the six months ended February 28, 2018 and 2017.