-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, b3l4iWfOy1tqPSiqPX5iNgkBDcjRTjLUzZANbYXRWggdO4uvpewY7FFllpxHfsMc O0cIH8ueENMOW1+Yjjp4JA== 0000950134-95-001554.txt : 199507030000950134-95-001554.hdr.sgml : 19950703 ACCESSION NUMBER: 0000950134-95-001554 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950531 FILED AS OF DATE: 19950630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL METALS CO CENTRAL INDEX KEY: 0000022444 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 750725338 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04304 FILM NUMBER: 95551749 BUSINESS ADDRESS: STREET 1: 7800 STEMMONS FRWY STREET 2: P O BOX 1046 CITY: DALLAS STATE: TX ZIP: 75221 BUSINESS PHONE: 2146894300 MAIL ADDRESS: STREET 1: 7800 STEMMONS FRWY STREET 2: PO BOX 1046 CITY: DALLAS STATE: TX ZIP: 75221 10-Q 1 FORM 10-Q 1 FORM 1O-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 2O549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarter ended May 31, 1995 Commission File Number 1-4304 COMMERCIAL METALS COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 75-0725338 - -------------------------------- --------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 7800 Stemmons Freeway P. O. Box 1046 Dallas, Texas 75221 ------------------------------------------------------ ( Address of principal executive offices ) ( Zip Code ) (214) 689-4300 ------------------------------------------------------ ( Registrant's telephone number, including area code ) ------------------------------------------------------ Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of May 31, 1995 there were 15,318,990 shares of the Company's common Stock issued and outstanding excluding 813,593 shares held in the Company's treasury. 2 COMMERCIAL METALS COMPANY AND SUBSIDIARIES INDEX
Page No. --------- PART I - Financial Statements: Consolidated Balance Sheets - May 31, 1995 and August 31, 1994 2 - 3 Consolidated Statements of Earnings - Three Months and Nine Months ended 4 May 31, 1995 and May 31, 1994 Consolidated Statements of Cash Flows - Nine Months ended May 31, 1995 and May 31, 1994 5 Consolidated Statement of Stockholders' Equity - May 31, 1995 6 Notes to Consolidated Financial Statements 7 Management's Discussion and Analysis of the Consolidated Financial Statements 8 - 13 PART II - Other Information and Signatures 14- 16 Exhibit 11 (a) - Calculation of Primary and Fully Diluted Earnings per Share 17 Exhibit 27 - FDS 20
Page 1 3 COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS (In thousands except share data)
May 31, August 31, 1995 1994 ---------- --------- CURRENT ASSETS: Cash and temporary investments $11,650 $38,269 Accounts receivable (less allowance for collection losses of $5,538 and $3,528) 275,407 228,035 Financial services loans and advances 14,055 19,560 Inventories 209,805 133,748 Other 31,420 26,473 --------- --------- TOTAL CURRENT ASSETS 542,337 446,085 OTHER ASSETS 3,557 1,984 PROPERTY, PLANT, AND EQUIPMENT, at cost: Land 15,852 10,747 Buildings 37,974 32,367 Equipment 355,379 304,977 Leasehold improvements 16,073 15,585 Construction in process 11,690 6,880 --------- --------- 436,968 370,556 Less accumulated depreciation and amortization (238,744) (213,748) --------- --------- 198,224 156,808 --------- --------- $744,118 $604,877 ========= =========
See notes to consolidated financial statements. Page 2 4 COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY (In thousands except share data)
May 31, August 31, 1995 1994 ---------- --------- CURRENT LIABILITIES: Commercial paper $10,000 $20,000 Notes payable 29,000 21,000 Financial services notes payable 20,460 50,912 Accounts payable 114,469 84,644 Other payables and accrued expenses 123,057 85,220 Income taxes payable 1,703 4,338 Current maturities of long-term debt 14,303 4,852 --------- --------- TOTAL CURRENT LIABILITIES 312,992 270,966 DEFERRED INCOME TAXES 19,077 19,077 LONG-TERM DEBT 118,069 72,061 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Capital stock: Preferred stock -- -- Common stock, par value $5.00 a share; authorized 40,000,000 shares; issued 16,132,583 shares, outstanding 15,318,990 and 14,275,007 shares 80,663 80,663 Additional paid-in capital 11,961 1,019 Retained earnings 215,645 192,997 --------- --------- 308,269 274,679 Less treasury stock, 813,593 and 1,857,576 shares at cost (14,289) (31,906) --------- --------- 293,980 242,773 --------- --------- $744,118 $604,877 ========= =========
See notes to consolidated financial statements. Page 3 5 COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (In thousands except share data)
Three Months ended Nine Months ended May 31, May 31, ----------------------- ---------------------- 1995 1994 1995 1994 ------- ------- ------- ------- REVENUES: Net sales $572,520 $440,649 $1,514,861 $1,210,578 Other revenue 1,632 2,170 5,996 6,225 --------- --------- --------- --------- 574,152 442,819 1,520,857 1,216,803 COSTS AND EXPENSES: Cost of goods sold 512,150 399,733 1,350,536 1,100,226 Selling, general and administrative expenses 36,685 27,115 101,289 77,156 Interest expense 4,197 2,713 11,394 6,524 Employees' pension and profit sharing plans 3,024 2,011 8,076 5,722 Litigation accrual 6,650 --------- --------- --------- --------- 556,056 431,572 1,477,945 1,189,628 EARNINGS BEFORE INCOME TAX 18,096 11,247 42,912 27,175 INCOME TAXES 6,725 4,102 14,892 10,035 --------- --------- --------- --------- NET EARNINGS $11,371 $7,145 $28,020 $17,140 ========= ========= ========= ========= Net earnings per share $0.73 $0.48 $1.85 $1.13 Cash dividends per share $0.12 $0.12 $0.36 $0.34 Average shares outstanding 15,533,894 15,026,215 15,174,264 15,136,721
See notes to consolidated financial statements. Page 4 6 COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
Nine months ended May 31, ------------------------ 1995 1994 - ---------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $28,020 $17,140 Adjustments to earnings not requiring cash: Depreciation and amortization 27,940 22,374 Provision for losses on receivables 1,509 1,211 Other (321) (129) -------- -------- Cash flows from operations before changes in operating assets and liabilities 57,148 40,596 Changes in operating assets and liabilities net of effect of Owen acquisition: Decrease (increase) in accounts receivable 383 (60,085) Decrease (increase) in financial services loans and advances 5,505 7,497 Decrease (increase) in inventories (40,693) 5,117 Decrease (increase) in other assets (2,644) (520) Increase (decrease) in accounts payable, accrued expenses and income taxes 11,119 (10,881) -------- -------- Net Cash Flows Provided (Used by) Operating Activities 30,818 (18,276) - ---------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of Owen Steel, net of cash acquired (24,485) Temporary investments 19,174 9,690 Purchase of property, plant and equipment (22,412) (37,212) Sales of property, plant and equipment 321 129 -------- -------- Net Cash Used by Investing Activities (27,402) (27,393) - ---------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Commercial paper - net change (10,000) 25,000 Notes payable - net change 8,000 21,000 Financial services notes payable (30,452) 17,864 New long-term debt used for acquisition 60,000 Refinance long-term debt of acquisition (32,000) Payments on long-term debt (4,541) (4,539) Stock issued under option/bonus plans 1,911 2,972 Treasury stock acquired (17,120) Tax benefits related to stock option plans 1,593 Dividends paid (5,372) (4,994) -------- -------- Net Cash Provided (Used by) Financing Activities (10,861) 40,183 - ---------------------------------------------------------------------------- Decrease in Cash and Cash Equivalents (7,445) (5,486) Cash and Cash Equivalents at Beginning of Year 19,095 18,780 -------- -------- Cash and Cash Equivalents at End of Period $11,650 $13,294 ======== ========
See notes to consolidated financial statements. Page 5 7 COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (In thousands except share data)
Common Stock Treasury Stock ---------------------- Add'l --------------------- Number of Paid-In Retained Number of Shares Amount Capital Earnings Shares Amount ----------- --------- -------- ---------- --------- -------- Balance September 1, 1994 16,132,583 $80,663 $1,019 $192,997 (1,857,576) ($31,906) Net earnings for nine months ended May 31, 1995 28,020 Cash dividends - $.36 a share (5,372) Treasury stock issued in connection with acquisition of Owen Steel 8,710 932,301 16,345 Stock issued under stock option, purchase and bonus plans 2,232 111,682 1,272 ---------- ------- ------- -------- --------- -------- Balance, May 31, 1995 16,132,583 $80,663 $11,961 $215,645 (813,593) ($14,289) ========== ======= ======= ======== ========= ========
See notes to consolidated financial statements. Page 6 8 COMMERCIAL METALS COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A - LONG-TERM DEBT AND EQUITY (in thousands):
Amount Current Long-Term Outstanding Maturities Debt ----------- ---------- --------- 8.49% notes due 2001 $50,000 $7,143 $42,857 8.75% note due 1999 19,285 4,286 14,999 8.15% note due 1996 2,708 2,708 0 Notes due 1997 60,000 60,000 Other 379 166 213 -------- -------- -------- $132,372 $14,303 $118,069 ======== ======== ========
New long-term debt issued in the first quarter in the form of $60 million notes due 1997 was used primarily to finance the acquisition of Owen Steel Company. In addition, $25 million of treasury stock (a non-cash item) was used in the acquisition. NOTE B - TAXES ON INCOME: Provision for taxes on income includes estimated United States taxes on undistributed earnings of subsidiaries outside the United States. NOTE C - QUARTERLY FINANCIAL DATA: In the opinion of Management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals except for the item discussed in Note D ) necessary to present fairly the financial position as of May 31, 1995, the results of operations for the nine months then ended and cash flows for the same periods. The results of operations for the nine month periods are not necessarily indicative of the results to be expected for a full year. Note D - LITIGATION On November 22, 1994, the United States District Court for the Southern District of Texas granted the federal government's motion for summary judgment and entered a Final Order in the principal amount of $1.3 million against CMC Oil Company, a subsidiary of the Company. The allegation involves overcharges for crude oil sales during the late 1970's. With interest, the total judgment is approx- imately $6.7 million and this has been accrued in the financial statements. CMC Oil Company has appealed the judgment. Page 7 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED RESULTS OF OPERATIONS
(in millions) 3RD QTR 3rd Qtr FY 1995 FY 1994 ------- ------- Revenues $ 574 $ 443 Net earnings 11.4 7.1 Cash flow 20.5 15.5 LIFO reserve 26.3 16.6
NINE MONTHS Nine Months FY 1995 FY 1994 ------- ------- Revenues $ 1,521 $ 1,217 Net earnings 28.0 17.1 Cash flow 57.1 40.6
SIGNIFICANT EVENTS AFFECTING THE COMPANY THIS QUARTER: - All time record quarterly revenues, earnings and earnings per share. - Another Steel Group quarterly record for steel mill tons melted, rolled, and shipped. - Recycling operating profits increased over prior year period but off from the outstanding second quarter. Page 8 10 The LIFO method of inventory valuation reduced net earnings for the quarter $1.8 million (12 cents per share) compared to a decrease of $1.6 million (10 cents per share) last year. For the nine months net earnings were $3.2 million lower (21 cents per share) compared to a decrease of $3.1 million (21 cents per share) last year. SEGMENT OPERATING DATA Revenues and operating profit by business segment are shown in the following table: (in thousands)
Three months ended Nine months ended May 31 May 31 ------ ------ 1995 1994 1995 1994 ------ ----- ----- ----- REVENUES: Manufacturing $249,017 $152,546 $654,151 $420,895 Recycling 138,386 96,095 372,992 238,924 Marketing and Trading 200,327 203,033 530,217 580,415 Financial Services 367 581 1,191 2,126 Corporate and Eliminations (13,945) (9,436) (37,694) (25,557) -------- -------- ---------- ---------- $574,152 $442,819 $1,520,857 $1,216,803 OPERATING PROFIT: Manufacturing $ 16,464 $ 8,794 $ 41,533 $ 24,507 Recycling 2,393 2,140 11,013 3,782 Marketing and Trading 3,795 4,022 9,880 10,262 Financial Services 283 415 933 1,300 Corporate and Eliminations (993) (1,913) (10,247) (7,518) -------- -------- ---------- -------- $ 21,942 $ 13,458 $ 53,112 $ 32,333
MANUFACTURING - Propelled by nonresidential private construction and public construction, the Manufacturing segment (including the SMI- Owen companies) achieved record quarterly results by posting a 63% increase in revenues and an 87% increase in operating profit over the same quarter last year. This sustained the momentum of earnings for the year, as the nine month period recorded record revenues (55% increase over the prior year) and operating profit (a 69% increase). Page 9 11 The CMC Steel Group (excluding the SMI Owen companies) sales for the quarter were up 7% over the comparable period last year and 11% year to date. The three mills, excluding SMI South Carolina, produced shipments of 337,000 tons, a 3% increase over last year. Record tonnage of 956,000 tons, a 7% increase, was shipped during the nine months. The steel fabrication companies, led by SMI Joist's 51% increase in tonnage, shipped 110,000 tons this quarter representing a 24% increase over last year. Their 294,000 tons year to date represents a 19% increase over the prior period. Combined with stronger pricing and excellent performance from SMI Birmingham's new melt shop, operating profits for the Steel Group rose 71% over the prior year's quarter and 64% over the prior nine months. The SMI Owen companies shipped 125,000 tons (74,000 from the mill), an increase of 9% from the prior quarter. Coupled with better pricing, the SMI Owen companies were profitable for the quarter and since the acquisition. Copper tube operating profit was 41% above last year's third quarter although demand for plumbing tube weakened early in the quarter and spreads were under pressure. Shipments were 23% higher than the third quarter last year. For the nine months operating profit was up 22% on 17% higher shipments. RECYCLING - The Recycling segment reported a 12% increase in operating profit compared to the same period last year but well below the resounding second quarter this year. Operating profit year to date is 191% above last year. Volume shipped rose 13% over the prior year with a comparable increase for the nine months. While prices were above levels in the prior year, steel scrap and aluminum scrap prices declined during the quarter, while copper and stainless steel were relatively flat. MARKETING AND TRADING - Operating profit for the quarter and nine months was down slightly from the same periods last year on lower revenue. Demand for nonferrous semis, primary metals, secondary metals and industrial raw materials remained buoyant, offsetting lower steel sales volume mainly due to the continued weak China import market. Inter-Asia trading was active including exports from China. The weak U.S. dollar and strengthening local demand made sourcing in parts of Europe difficult and caused an increase in local general and administrative expenses. The operations of Enterprise Metal Corporation were consolidated into Commonwealth Metal Corporation. Page 10 12 FINANCIAL SERVICES - Revenues and operating profit were lower this quarter and year to date than the comparable periods last year due to the reduction of domestic temporary investments and lower trade financing activity. OTHER - On November 22, 1994, the United States District Court entered a Final Order denying CMC Oil Company's motion for summary judgment and affirming the November, 1993 Remedial Order issued by the Federal Energy Regulatory Commission alleging that CMC Oil Company overcharged for crude oil sales during the period December 1977 to January 1979. Judgment was entered in favor of the government in the principal sum of $1.3 million plus interest of approximately $5.4 million. On January 20, 1995, CMC Oil Company filed Notice of Appeal of the November 22, 1994 District Court Order. Due to the District Court Ruling, a nonrecurring charge for the litigation reduced net earnings for the nine months by $4.1 million. On November 15, 1994 Commercial Metals Company completed its acquisition of Owen Steel Company, Columbia, S.C. and its affiliated companies. The purchase price was approximately $50 million, paid in the form of $25 million in cash and 932,301 shares of CMC common stock issued from treasury shares. CMC also provided funds for the retirement of $32 million of Owen debt at the closing. The May 31, 1995 balance sheet reflects the initial detailed allocation of the acquisition cost of Owen Steel Company to the fair values of identifiable assets acquired and liabilities assumed under the purchase method of accounting. The allocation is based on a cost of approximately $50 million for Owen's equity (as adjusted) and is subject to possible material change as more information becomes available with which to resolve outstanding contingencies. Approximately $9 million of the acquisition price is presently maintained in an escrow account, subject to final determination of the net worth of Owen at the closing date and certain other post-closing adjustments. Page 11 13 ENVIRONMENTAL ACTIVITIES The Company is subject to federal, state and local pollution control laws and regulations in all locations where it has operating facilities. It anticipates that compliance with these laws and regulations will involve continuing capital expenditures and operating costs. In the ordinary course of conducting its business, the Company becomes involved in environmental litigation, administrative proceedings, and governmental investigations. Certain of these environmental matters or other proceedings may result in fines, penalties or judgments against the Company which may have a material impact on earnings for a particular quarter. While the Company is unable to estimate precisely the ultimate dollar amount of exposure to losses in connection with such matters, it makes timely accruals as warranted. It is the opinion of the Company's management that the outcome of such proceedings, individually or in the aggregate, will not have a material adverse effect on the business or consolidated financial position of the Company. OUTLOOK Last year's short-term interest rate increases have finally had their effect and the U.S. economy has cooled with marked slowdown in automotive and housing sales. Inventory level corrections are underway, and there is some expectation that with moderating interest rates general levels of business activity will increase. The economies in Europe and Asia should improve after the current pause. During the balance of this year we will continue to focus on improving the profitability of the SMI-Owen Steel companies. LIQUIDITY Net working capital was $229 million at May 31, 1995 compared to $175 million at August 31, 1994. The current ratio was 1.7 at May 31, 1995 compared to 1.6 at August 31, 1994. Cash flow from operations before changes in operating assets and liabilities for the nine months was $57 million compared to $41 million last year. Due to the SMI Owen Steel acquisition and the new melt shop at our Birmingham mill, depreciation expense increased for the nine months from $22.4 million to $27.9 million. Inventory levels in the manufacturing segment increased mainly due to increased tonnages in the Steel Group. Page 12 14 The Company's effective tax rate for the third quarter was 37%; for the nine months it was 35% due to a credit to income tax expense in the first quarter for $1 million from the favorable resolution of tax issues with the Internal Revenue Service for years audited. Capital expenditures for the nine months ended May 31, 1995 were $22 million, excluding the SMI Owen Steel acquisition. Capital spending for fiscal 1995 excluding this acquisition is projected at about $38 million. Long-term debt as a percent of total capitalization was 27% at May 31, 1995 and 22% at August 31, 1994. The proceeds of $60 million of new long-term debt were used to fund the acquisition of SMI Owen Steel and for other corporate purposes. Stockholders' equity at May 31, 1995 was $294 million or $19.19 per share. At May 31, 1995 there were 15,318,990 shares issued and outstanding net of 813,593 shares held in the Company's treasury. On June 30, 1995, the Company filed a Registration Statement with the Securities and Exchange Commission for $150 million of debt securities. Of the $150 million of debt securities being registered, the Company intends to issue and sell $100 million of its notes (the "Notes") in the fourth fiscal quarter of 1995 and intends to issue and sell the remaining $50 million of medium-term notes in the future as additional funds are needed. The Notes mature in 10 years, are unsecured, noncallable and do not provide for a sinking fund. The Company intends to use $60 million of the anticipated net proceeds from the sale of Notes to repay long-term debt incurred in connection with the acquisition in November 1994 of Owen Steel Company, Inc. and related entities and to use the remainder of the anticipated net proceeds to repay short-term commercial paper and bank borrowings. Page 13 15 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Reference is made to the information incorporated by reference from Item 3. Legal Proceedings in the Company's Annual Report on Form 10-K for the year ending August 31, 1994 filed November 28, 1994, with the Securities and Exchange Commission and to the information incorporated by reference from Item 5. Other Events in the Company's Report on Form 8- K filed November 30, 1994, and Form 8-K filed January 27, 1995, with the Securities and Exchange Commission. With regard to the litigation involving the Company's subsidiary, CMC Oil Company, and the Federal Energy Regulatory Commission of the United States Department of Energy, on March 27, 1995, the Fifth Circuit Court of Appeals granted the Motion to Dismiss the Appeal of CMC Oil Company from the decision of the United States District Court for the Southern District of Texas. The appeal of CMC Oil Company of that same decision remains pending before the Federal Circuit Court of Appeals. In November, 1994, the Company acquired Owen Steel Company and affiliated companies including the subsidiary which operates the steel minimill in Cayce, South Carolina (SMI South Carolina). As a result of unrelated parties' alleged improper use or disposal of electric arc furnace (EAF) dust obtained from various sources, SMI South Carolina has been identified as a potentially responsible party (PRP) by the United States Environmental Protection Agency (EPA) and the agency of the State of Georgia with similar responsibility (GA-EPD) under the Comprehensive Environmental Response Compensation and Liability Act of 1980 (CERCLA) or similar Georgia state statute. SMI South Carolina along with several other steel minimill PRPs have been ordered by the EPA to perform investigation and remediation of alleged environmental damage caused by the EAF dust at the Parramore Fertilizer Site (Tifton, GA), the Stoller Site (Jericho, SC) and have entered into a consent order with the GA-EPD pertaining to the SoGreen Site (Tifton, GA). SMI South Carolina and the other minimill PRPs have caused investigation or remediation work to commence at the Stoller Site, the SoGreen Site and are nearing conclusion of remediation work at the Parramore Site. Additional locations near the Parramore and SoGreen Sites may also require future investigation or possible remediation. Based on the relative percentages of EAF dust originating from SMI South Carolina and alleged to have been transported to these sites compared to the amounts shipped from the other steel minimill PRPs which have to date been generally used as the basis for allocation of expense among the participating PRPs, it is the opinion of the Company's management that these proceedings will not have a material adverse effect on the business or the consolidated financial position of the Company. Page 14 16 ITEM 2. CHANGES IN SECURITIES Not Applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable ITEM 5. OTHER INFORMATION Not Applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A. Exhibits required by Item 601 of Regulation S-K. Exhibit No. 11. Computation of Per Share Earnings (a) Calculation of Primary and Fully Diluted Earnings Per Share 27. Financial Data Schedule Page 15 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COMMERCIAL METALS COMPANY June 30, 1995 Lawrence A. Engels Vice President, Treasurer & Chief Financial Officer June 30, 1995 William B. Larson Controller Page 16 18 Exhibit Index Exhibit No. Description ----------- -------------- 11. Computation of Per Share Earnings (a) Calculation of Primary and Fully Diluted Earnings Per Share 27. Financial Data Schedule EX-11 2 COMPUTATION OF PER SHARE EARNINGS 1 EXHIBIT 11 (a) COMMERCIAL METALS COMPANY AND SUBSIDIARIES CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE* ( In thousands except share data )
Nine Months ended May 31, ---------------------- 1995 1994 ---------- --------- Net earnings $28,020 $17,140 Weighted average number of shares outstanding 14,924,234 14,787,290 Dilutive effect of stock option and purchase plans, after application of treasury stock method 250,030 349,431 Shares used in calculating primary net earnings per share 15,174,264 15,136,721 Earnings per share $1.85 $1.13
*Fully diluted earnings per share are identical to primary earnings per share. Page 17 EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS AUG-31-1995 SEP-01-1994 MAY-31-1995 11,650 0 280,945 5,538 209,805 542,337 436,968 238,744 744,118 312,992 118,069 80,663 0 0 213,317 744,118 1,514,861 1,520,857 1,350,536 1,350,536 114,506 1,509 11,394 42,912 14,892 28,020 0 0 0 28,020 1.85 0
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