x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 75-0725338 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
Consolidated Statements of Operations (Unaudited) - Three and six months ended February 28, 2013 and February 29, 2012 | |
Consolidated Statements of Comprehensive Income (Unaudited) - Three and six months ended February 28, 2013 and February 29, 2012 | |
Consolidated Balance Sheets (Unaudited) - February 28, 2013 and August 31, 2012 | |
Consolidated Statements of Cash Flows (Unaudited) - Six months ended February 28, 2013 and February 29, 2012 | |
PART I. | FINANCIAL INFORMATION |
COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||
(in thousands, except share data) | February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | |||||||||||
Net sales | $ | 1,729,674 | $ | 1,956,744 | $ | 3,518,900 | $ | 3,943,564 | |||||||
Costs and expenses: | |||||||||||||||
Cost of goods sold | 1,588,016 | 1,773,966 | 3,188,343 | 3,588,250 | |||||||||||
Selling, general and administrative expenses | 115,844 | 123,891 | 241,825 | 250,412 | |||||||||||
Gain on sale of cost method investment | — | — | (26,088 | ) | — | ||||||||||
Interest expense | 16,490 | 16,043 | 33,514 | 32,340 | |||||||||||
1,720,350 | 1,913,900 | 3,437,594 | 3,871,002 | ||||||||||||
Earnings from continuing operations before taxes | 9,324 | 42,844 | 81,306 | 72,562 | |||||||||||
Income taxes (benefit) | 4,717 | 15,015 | 27,232 | (80,312 | ) | ||||||||||
Earnings from continuing operations | 4,607 | 27,829 | 54,074 | 152,874 | |||||||||||
Earnings (loss) from discontinued operations before taxes | (46 | ) | 1,794 | 342 | (25,209 | ) | |||||||||
Income taxes (benefit) | (16 | ) | 770 | 120 | (8,924 | ) | |||||||||
Earnings (loss) from discontinued operations | (30 | ) | 1,024 | 222 | (16,285 | ) | |||||||||
Net earnings | 4,577 | 28,853 | 54,296 | 136,589 | |||||||||||
Less net earnings (loss) attributable to noncontrolling interests | — | — | 2 | 2 | |||||||||||
Net earnings attributable to CMC | $ | 4,577 | $ | 28,853 | $ | 54,294 | $ | 136,587 | |||||||
Basic earnings (loss) per share attributable to CMC: | |||||||||||||||
Earnings from continuing operations | $ | 0.04 | $ | 0.24 | $ | 0.47 | $ | 1.32 | |||||||
Earnings (loss) from discontinued operations | — | 0.01 | — | (0.14 | ) | ||||||||||
Net earnings | $ | 0.04 | $ | 0.25 | $ | 0.47 | $ | 1.18 | |||||||
Diluted earnings (loss) per share attributable to CMC: | |||||||||||||||
Earnings from continuing operations | $ | 0.04 | $ | 0.24 | $ | 0.46 | $ | 1.31 | |||||||
Earnings (loss) from discontinued operations | — | 0.01 | — | (0.14 | ) | ||||||||||
Net earnings | $ | 0.04 | $ | 0.25 | $ | 0.46 | $ | 1.17 | |||||||
Cash dividends per share | $ | 0.12 | $ | 0.12 | $ | 0.24 | $ | 0.24 | |||||||
Average basic shares outstanding | 116,586,100 | 115,703,142 | 116,461,302 | 115,616,844 | |||||||||||
Average diluted shares outstanding | 117,573,052 | 116,843,456 | 117,333,339 | 116,646,469 |
COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) | |||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||
(in thousands) | February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | |||||||||||
Net earnings | $ | 4,577 | $ | 28,853 | $ | 54,296 | $ | 136,589 | |||||||
Other comprehensive income (loss), net of taxes: | |||||||||||||||
Foreign currency translation adjustment and other, net of taxes (benefit) of $(3,396) and $22,654, $8,396 and $(18,013) | (6,308 | ) | 42,073 | 15,592 | (33,452 | ) | |||||||||
Net unrealized gain (loss) on derivatives: | |||||||||||||||
Unrealized holding gain (loss), net of taxes (benefit) of $1 and $(989), $89 and $(665) | 57 | (423 | ) | 374 | (1,609 | ) | |||||||||
Less: Reclassification for gain (loss) included in net earnings, net of taxes (benefit) of $125 and $(532), $174 and $(368) | 274 | (3 | ) | 396 | (1,136 | ) | |||||||||
Net unrealized gain (loss) on derivatives, net of taxes (benefit) of $(124) and $(457), $(85) and $(297) | (217 | ) | (420 | ) | (22 | ) | (473 | ) | |||||||
Defined benefit obligation: | |||||||||||||||
Amortization of prior service cost, net of taxes (benefit) of $1 and $0, $1 and $0 | 2 | — | 4 | — | |||||||||||
Adjustment from plan changes, net of taxes (benefit) of $0 and $0, $308 and $0 | — | — | 1,315 | — | |||||||||||
Defined benefit obligation, net of taxes (benefit) of $1 and $0, $309 and $0 | 2 | — | 1,319 | — | |||||||||||
Other comprehensive income (loss) | (6,523 | ) | 41,653 | 16,889 | (33,925 | ) | |||||||||
Comprehensive income (loss) | $ | (1,946 | ) | $ | 70,506 | $ | 71,185 | $ | 102,664 |
COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) | |||||||
(in thousands, except share data) | February 28, 2013 | August 31, 2012 | |||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 170,097 | $ | 262,422 | |||
Accounts receivable (less allowance for doubtful accounts of $10,650 and $9,480) | 988,482 | 958,364 | |||||
Inventories, net | 892,688 | 807,923 | |||||
Other | 172,229 | 211,122 | |||||
Total current assets | 2,223,496 | 2,239,831 | |||||
Property, plant and equipment: | |||||||
Land | 78,210 | 79,123 | |||||
Buildings and improvements | 490,260 | 483,708 | |||||
Equipment | 1,687,390 | 1,656,328 | |||||
Construction in process | 54,310 | 41,036 | |||||
2,310,170 | 2,260,195 | ||||||
Less accumulated depreciation and amortization | (1,329,704 | ) | (1,265,891 | ) | |||
980,466 | 994,304 | ||||||
Goodwill | 76,959 | 76,897 | |||||
Other assets | 128,544 | 130,214 | |||||
Total assets | $ | 3,409,465 | $ | 3,441,246 | |||
Liabilities and stockholders' equity | |||||||
Current liabilities: | |||||||
Accounts payable-trade | $ | 412,592 | $ | 433,132 | |||
Accounts payable-documentary letters of credit | 90,038 | 95,870 | |||||
Accrued expenses and other payables | 269,619 | 343,337 | |||||
Notes payable | 47,403 | 24,543 | |||||
Current maturities of long-term debt | 204,072 | 4,252 | |||||
Total current liabilities | 1,023,724 | 901,134 | |||||
Deferred income taxes | 27,363 | 20,271 | |||||
Other long-term liabilities | 111,089 | 116,261 | |||||
Long-term debt | 950,407 | 1,157,073 | |||||
Total liabilities | 2,112,583 | 2,194,739 | |||||
Commitments and contingencies | |||||||
Stockholders' equity: | |||||||
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 116,878,209 and 116,351,424 shares | 1,290 | 1,290 | |||||
Additional paid-in capital | 362,273 | 365,778 | |||||
Accumulated other comprehensive income (loss) | (1,247 | ) | (18,136 | ) | |||
Retained earnings | 1,171,776 | 1,145,445 | |||||
Less treasury stock, 12,182,455 and 12,709,240 shares at cost | (237,365 | ) | (248,009 | ) | |||
Stockholders' equity attributable to CMC | 1,296,727 | 1,246,368 | |||||
Stockholders' equity attributable to noncontrolling interests | 155 | 139 | |||||
Total equity | 1,296,882 | 1,246,507 | |||||
Total liabilities and stockholders' equity | $ | 3,409,465 | $ | 3,441,246 |
COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||||
Six Months Ended | |||||||
(in thousands) | February 28, 2013 | February 29, 2012 | |||||
Cash flows from (used by) operating activities: | |||||||
Net earnings | $ | 54,296 | $ | 136,589 | |||
Adjustments to reconcile net earnings to cash flows from (used by) operating activities: | |||||||
Depreciation and amortization | 68,037 | 69,064 | |||||
Provision for losses (recoveries) on receivables, net | 2,463 | (616 | ) | ||||
Share-based compensation | 7,185 | 5,973 | |||||
Amortization of interest rate swaps termination gain | (5,815 | ) | — | ||||
Deferred income taxes | 29,362 | (107,818 | ) | ||||
Tax benefits from stock plans | (1 | ) | (32 | ) | |||
Net (gain) loss on sale of cost method investment and other | (26,522 | ) | 104 | ||||
Write-down of inventory | 1,784 | 8,460 | |||||
Asset impairment | 3,028 | 1,028 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 4,785 | (25,620 | ) | ||||
Accounts receivable sold (repurchased), net | (37,297 | ) | 104,495 | ||||
Inventories | (84,840 | ) | 7,939 | ||||
Other assets | 11,461 | 22,441 | |||||
Accounts payable, accrued expenses, other payables and income taxes | (99,312 | ) | (184,090 | ) | |||
Other long-term liabilities | (5,326 | ) | 1,157 | ||||
Net cash flows from (used by) operating activities | (76,712 | ) | 39,074 | ||||
Cash flows from (used by) investing activities: | |||||||
Capital expenditures | (41,849 | ) | (53,373 | ) | |||
Proceeds from the sale of property, plant and equipment and other | 6,897 | 8,097 | |||||
Proceeds from the sale of cost method investment | 28,995 | — | |||||
Decrease in deposit for letters of credit | — | 30,404 | |||||
Net cash flows from (used by) investing activities | (5,957 | ) | (14,872 | ) | |||
Cash flows from (used by) financing activities: | |||||||
Increase (decrease) in documentary letters of credit | (5,268 | ) | 6,121 | ||||
Short-term borrowings, net change | 21,870 | 40,270 | |||||
Repayments on long-term debt | (2,402 | ) | (48,202 | ) | |||
Stock issued under incentive and purchase plans, net of forfeitures | 2,353 | 1,559 | |||||
Cash dividends | (27,963 | ) | (27,752 | ) | |||
Tax benefits from stock plans | 1 | 32 | |||||
Contribution from (purchase of) noncontrolling interests | 10 | (41 | ) | ||||
Net cash flows from (used by) financing activities | (11,399 | ) | (28,013 | ) | |||
Effect of exchange rate changes on cash | 1,743 | (2,397 | ) | ||||
Decrease in cash and cash equivalents | (92,325 | ) | (6,208 | ) | |||
Cash and cash equivalents at beginning of year | 262,422 | 222,390 | |||||
Cash and cash equivalents at end of period | $ | 170,097 | $ | 216,182 |
COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) | |||||||||||||||||||||||||
Common Stock | Additional | Accumulated Other | Treasury Stock | Non- | |||||||||||||||||||||
(in thousands, except share data) | Number of Shares | Amount | Paid-In Capital | Comprehensive Income (Loss) | Retained Earnings | Number of Shares | Amount | controlling Interests | Total | ||||||||||||||||
Balance, September 1, 2011 | 129,060,664 | $ | 1,290 | $ | 371,616 | $ | 59,473 | $ | 993,578 | (13,526,901 | ) | $ | (265,532 | ) | $ | 223 | $ | 1,160,648 | |||||||
Comprehensive income (loss): | |||||||||||||||||||||||||
Net earnings | 136,587 | 2 | 136,589 | ||||||||||||||||||||||
Other comprehensive loss | (33,925 | ) | (33,925 | ) | |||||||||||||||||||||
Comprehensive income | 102,664 | ||||||||||||||||||||||||
Cash dividends | (27,752 | ) | (27,752 | ) | |||||||||||||||||||||
Issuance of stock under incentive and purchase plans, net of forfeitures | (7,355 | ) | 429,284 | 8,914 | 1,559 | ||||||||||||||||||||
Share-based compensation | 5,007 | 5,007 | |||||||||||||||||||||||
Tax benefits from stock plans | 32 | 32 | |||||||||||||||||||||||
Purchase of noncontrolling interests | 26 | (67 | ) | (41 | ) | ||||||||||||||||||||
Balance, February 29, 2012 | 129,060,664 | $ | 1,290 | $ | 369,326 | $ | 25,548 | $ | 1,102,413 | (13,097,617 | ) | $ | (256,618 | ) | $ | 158 | $ | 1,242,117 | |||||||
Common Stock | Additional | Accumulated Other | Treasury Stock | Non- | |||||||||||||||||||||
(in thousands, except share data) | Number of Shares | Amount | Paid-In Capital | Comprehensive Income (Loss) | Retained Earnings | Number of Shares | Amount | controlling Interests | Total | ||||||||||||||||
Balance, September 1, 2012 | 129,060,664 | $ | 1,290 | $ | 365,778 | $ | (18,136 | ) | $ | 1,145,445 | (12,709,240 | ) | $ | (248,009 | ) | $ | 139 | $ | 1,246,507 | ||||||
Comprehensive income: | |||||||||||||||||||||||||
Net earnings | 54,294 | 2 | 54,296 | ||||||||||||||||||||||
Other comprehensive income | 16,889 | 16,889 | |||||||||||||||||||||||
Comprehensive income | 71,185 | ||||||||||||||||||||||||
Cash dividends | (27,963 | ) | (27,963 | ) | |||||||||||||||||||||
Issuance of stock under incentive and purchase plans, net of forfeitures | (8,291 | ) | 526,785 | 10,644 | 2,353 | ||||||||||||||||||||
Share-based compensation | 4,785 | 4,785 | |||||||||||||||||||||||
Tax benefits from stock plans | 1 | 1 | |||||||||||||||||||||||
Contribution of noncontrolling interests | 14 | 14 | |||||||||||||||||||||||
Balance, February 28, 2013 | 129,060,664 | $ | 1,290 | $ | 362,273 | $ | (1,247 | ) | $ | 1,171,776 | (12,182,455 | ) | $ | (237,365 | ) | $ | 155 | $ | 1,296,882 |
Americas | International | ||||||||||||||||||||||
(in thousands) | Recycling | Mills | Fabrication | Mill | Marketing and Distribution | Consolidated | |||||||||||||||||
Balance at August 31, 2012 | $ | 7,267 | $ | 295 | $ | 57,144 | $ | 2,685 | $ | 9,506 | $ | 76,897 | |||||||||||
Foreign currency translation | — | — | — | 116 | (54 | ) | 62 | ||||||||||||||||
Balance at February 28, 2013 | $ | 7,267 | $ | 295 | $ | 57,144 | $ | 2,801 | $ | 9,452 | $ | 76,959 |
(in thousands) | February 28, 2013 | August 31, 2012 | ||||||||||||||
Current assets | $ | 3,858 | $ | 6,601 | ||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
(in thousands) | February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | ||||||||||||
Revenue | $ | — | $ | 9,858 | $ | — | $ | 24,002 | ||||||||
Earnings (loss) before taxes | (46 | ) | 1,794 | 342 | (25,209 | ) |
(in thousands) | Weighted Average Interest Rate as of February 28, 2013 | February 28, 2013 | August 31, 2012 | ||||||
$200 million notes at 5.625% due November 2013 | 3.5% | $ | 202,857 | $ | 204,873 | ||||
$400 million notes at 6.50% due July 2017 | 5.7% | 413,005 | 414,491 | ||||||
$500 million notes at 7.35% due August 2018 | 6.4% | 525,241 | 527,554 | ||||||
Other, including equipment notes | 13,376 | 14,407 | |||||||
1,154,479 | 1,161,325 | ||||||||
Less current maturities | 204,072 | 4,252 | |||||||
$ | 950,407 | $ | 1,157,073 |
Commodity | Long/Short | Total | ||||
Aluminum | Long | 6,338 | MT | |||
Aluminum | Short | 3,125 | MT | |||
Copper | Long | 872 | MT | |||
Copper | Short | 3,810 | MT | |||
Natural Gas | Long | 10,000 | MMBtu | |||
Zinc | Long | 22 | MT |
Three Months Ended | Six Months Ended | |||||||||||||||||
Derivatives Not Designated as Hedging Instruments (in thousands) | Location | February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | |||||||||||||
Commodity | Cost of goods sold | $ | 717 | $ | (3,336 | ) | $ | 306 | $ | 241 | ||||||||
Commodity | SG&A expenses | 588 | — | — | — | |||||||||||||
Foreign exchange | Net sales | — | (73 | ) | (11 | ) | (181 | ) | ||||||||||
Foreign exchange | Cost of goods sold | — | (304 | ) | — | (537 | ) | |||||||||||
Foreign exchange | SG&A expenses | 2,916 | 6,465 | 2,880 | (694 | ) | ||||||||||||
Other | Cost of goods sold | (10 | ) | — | 5 | — | ||||||||||||
Gain (loss) before taxes | $ | 4,211 | $ | 2,752 | $ | 3,180 | $ | (1,171 | ) |
Derivatives Designated as Fair Value Hedging Instruments (in thousands) | Three Months Ended | Six Months Ended | ||||||||||||||||
Location | February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | ||||||||||||||
Foreign exchange | Net sales | $ | (228 | ) | $ | — | $ | (228 | ) | $ | — | |||||||
Foreign exchange | Cost of goods sold | 777 | — | 548 | — | |||||||||||||
Foreign exchange | SG&A expenses | — | (4,120 | ) | — | (1,550 | ) | |||||||||||
Interest rate | Interest expense | — | 15,969 | — | 17,174 | |||||||||||||
Gain before taxes | $ | 549 | $ | 11,849 | $ | 320 | $ | 15,624 |
Hedged Items Designated as Fair Value Hedging Instruments (in thousands) | Three Months Ended | Six Months Ended | ||||||||||||||||
Location | February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | ||||||||||||||
Foreign exchange | Net sales | $ | 274 | $ | — | $ | 251 | $ | — | |||||||||
Foreign exchange | Cost of goods sold | (705 | ) | — | (548 | ) | — | |||||||||||
Foreign exchange | SG&A expenses | — | 4,120 | — | 1,550 | |||||||||||||
Interest rate | Interest expense | — | (15,969 | ) | — | (17,174 | ) | |||||||||||
Loss before taxes | $ | (431 | ) | $ | (11,849 | ) | $ | (297 | ) | $ | (15,624 | ) |
Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Accumulated Other Comprehensive Income (Loss) (in thousands) | Three Months Ended | Six Months Ended | ||||||||||||||
February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | |||||||||||||
Commodity | $ | (13 | ) | $ | 44 | $ | 1 | $ | 19 | |||||||
Foreign exchange | 70 | (467 | ) | 373 | (1,628 | ) | ||||||||||
Gain (loss), net of taxes | $ | 57 | $ | (423 | ) | $ | 374 | $ | (1,609 | ) |
Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Reclassified from Accumulated Other Comprehensive Income (Loss) (in thousands) | Three Months Ended | Six Months Ended | ||||||||||||||||
Location | February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | ||||||||||||||
Commodity | Cost of goods sold | $ | 6 | $ | 28 | $ | 6 | $ | 15 | |||||||||
Foreign exchange | Net sales | 10 | (36 | ) | 61 | (1,193 | ) | |||||||||||
Foreign exchange | Cost of goods sold | 91 | — | 50 | — | |||||||||||||
Foreign exchange | SG&A expenses | 66 | (97 | ) | 76 | (161 | ) | |||||||||||
Interest rate | Interest expense | 101 | 102 | 203 | 203 | |||||||||||||
Gain (loss), net of taxes | $ | 274 | $ | (3 | ) | $ | 396 | $ | (1,136 | ) |
Derivative Assets (in thousands) | February 28, 2013 | August 31, 2012 | ||||||
Commodity — not designated for hedge accounting | $ | 1,923 | $ | 407 | ||||
Foreign exchange — designated for hedge accounting | 674 | 670 | ||||||
Foreign exchange — not designated for hedge accounting | 430 | 798 | ||||||
Derivative assets (other current assets and other assets)* | $ | 3,027 | $ | 1,875 |
Derivative Liabilities (in thousands) | February 28, 2013 | August 31, 2012 | ||||||
Commodity — designated for hedge accounting | $ | 8 | $ | 2 | ||||
Commodity — not designated for hedge accounting | 1,052 | 993 | ||||||
Foreign exchange — designated for hedge accounting | 250 | 1,272 | ||||||
Foreign exchange — not designated for hedge accounting | 179 | 1,248 | ||||||
Other — not designated for hedge accounting | 4 | 32 | ||||||
Derivative liabilities (accrued expenses, other payables and long-term liabilities)* | $ | 1,493 | $ | 3,547 |
Fair Value Measurements at Reporting Date Using | |||||||||||||||
(in thousands) | February 28, 2013 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||
Assets: | |||||||||||||||
Money market investments (1) | $ | 82,885 | $ | 82,885 | $ | — | $ | — | |||||||
Commodity derivative assets (2) | 1,923 | 1,923 | — | — | |||||||||||
Foreign exchange derivative assets (2) | 1,104 | — | 1,104 | ||||||||||||
Liabilities: | |||||||||||||||
Commodity derivative liabilities (2) | 1,060 | 1,052 | 8 | — | |||||||||||
Foreign exchange derivative liabilities (2) | 429 | — | 429 | — | |||||||||||
Other derivative liabilities (2) | 4 | — | 4 | — |
Fair Value Measurements at Reporting Date Using | |||||||||||||||
(in thousands) | August 31, 2012 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||
Assets: | |||||||||||||||
Money market investments (1) | $ | 172,462 | $ | 172,462 | $ | — | $ | — | |||||||
Commodity derivative assets (2) | 407 | 407 | — | — | |||||||||||
Foreign exchange derivative assets (2) | 1,468 | — | 1,468 | — | |||||||||||
Liabilities: | |||||||||||||||
Commodity derivative liabilities (2) | 995 | 993 | 2 | — | |||||||||||
Foreign exchange derivative liabilities (2) | 2,520 | — | 2,520 | — | |||||||||||
Other derivative liabilities (2) | 32 | — | 32 | — |
February 28, 2013 | August 31, 2012 | ||||||||||||
(in thousands) | Fair Value Hierarchy | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||
$200 million notes at 5.625% due November 2013 (1) | Level 2 | 202,857 | 208,607 | 204,873 | 212,413 | ||||||||
$400 million notes at 6.50% due July 2017 (1) | Level 2 | 413,005 | 444,341 | 414,491 | 434,991 | ||||||||
$500 million notes at 7.35% due August 2018 (1) | Level 2 | 525,241 | 569,791 | 527,554 | 559,894 |
Three Months Ended | Six Months Ended | |||||||||||
February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | |||||||||
Shares outstanding for basic earnings per share | 116,586,100 | 115,703,142 | 116,461,302 | 115,616,844 | ||||||||
Effect of dilutive securities: | ||||||||||||
Stock-based incentive/purchase plans | 986,952 | 1,140,314 | 872,037 | 1,029,625 | ||||||||
Shares outstanding for diluted earnings per share | 117,573,052 | 116,843,456 | 117,333,339 | 116,646,469 |
Three Months Ended February 28, 2013 | ||||||||||||||||||||||||||||||||
Americas | International | |||||||||||||||||||||||||||||||
(in thousands) | Recycling | Mills | Fabrication | Mill | Marketing and Distribution | Corporate | Eliminations | Continuing Operations | ||||||||||||||||||||||||
Net sales-unaffiliated customers | $ | 301,035 | $ | 285,302 | $ | 314,389 | $ | 179,842 | $ | 645,445 | $ | 3,661 | $ | — | $ | 1,729,674 | ||||||||||||||||
Intersegment sales | 50,339 | 191,292 | 3,577 | (77 | ) | 4,491 | — | (249,622 | ) | — | ||||||||||||||||||||||
Net sales | 351,374 | 476,594 | 317,966 | 179,765 | 649,936 | 3,661 | (249,622 | ) | 1,729,674 | |||||||||||||||||||||||
Adjusted operating profit (loss) | 2,243 | 48,769 | (3,812 | ) | (4,153 | ) | 3,948 | (19,194 | ) | (1,084 | ) | 26,717 | ||||||||||||||||||||
Three Months Ended February 29, 2012 | ||||||||||||||||||||||||||||||||
Americas | International | |||||||||||||||||||||||||||||||
(in thousands) | Recycling | Mills | Fabrication | Mill | Marketing and Distribution | Corporate | Eliminations | Continuing Operations | ||||||||||||||||||||||||
Net sales-unaffiliated customers | $ | 376,597 | $ | 344,625 | $ | 298,226 | $ | 216,177 | $ | 715,828 | $ | 5,291 | $ | — | $ | 1,956,744 | ||||||||||||||||
Intersegment sales | 43,047 | 181,260 | 3,367 | 913 | 7,527 | — | (236,114 | ) | — | |||||||||||||||||||||||
Net sales | 419,644 | 525,885 | 301,593 | 217,090 | 723,355 | 5,291 | (236,114 | ) | 1,956,744 | |||||||||||||||||||||||
Adjusted operating profit (loss) | 6,389 | 54,401 | (9,969 | ) | 6,592 | 26,554 | (20,936 | ) | (2,346 | ) | 60,685 | |||||||||||||||||||||
Six Months Ended February 28, 2013 | ||||||||||||||||||||||||||||||||
Americas | International | |||||||||||||||||||||||||||||||
(in thousands) | Recycling | Mills | Fabrication | Mill | Marketing and Distribution | Corporate | Eliminations | Continuing Operations | ||||||||||||||||||||||||
Net sales-unaffiliated customers | $ | 608,506 | $ | 592,118 | $ | 667,136 | $ | 395,700 | $ | 1,248,980 | $ | 6,460 | $ | — | $ | 3,518,900 | ||||||||||||||||
Intersegment sales | 94,829 | 380,925 | 7,422 | 6,132 | 9,544 | — | (498,852 | ) | — | |||||||||||||||||||||||
Net sales | 703,335 | 973,043 | 674,558 | 401,832 | 1,258,524 | 6,460 | (498,852 | ) | 3,518,900 | |||||||||||||||||||||||
Adjusted operating profit (loss) | 6,737 | 101,291 | 6,380 | (3,277 | ) | 44,109 | (36,564 | ) | (1,744 | ) | 116,932 | |||||||||||||||||||||
Total assets* | 297,604 | 664,628 | 631,393 | 513,525 | 913,921 | 916,921 | (532,385 | ) | 3,405,607 | |||||||||||||||||||||||
Six Months Ended February 29, 2012 | ||||||||||||||||||||||||||||||||
Americas | International | |||||||||||||||||||||||||||||||
(in thousands) | Recycling | Mills | Fabrication | Mill | Marketing and Distribution | Corporate | Eliminations | Continuing Operations | ||||||||||||||||||||||||
Net sales-unaffiliated customers | $ | 749,990 | $ | 689,191 | $ | 613,743 | $ | 469,098 | $ | 1,416,191 | $ | 5,351 | $ | — | $ | 3,943,564 | ||||||||||||||||
Intersegment sales | 84,459 | 362,190 | 7,618 | 44,173 | 17,235 | — | (515,675 | ) | — | |||||||||||||||||||||||
Net sales | 834,449 | 1,051,381 | 621,361 | 513,271 | 1,433,426 | 5,351 | (515,675 | ) | 3,943,564 | |||||||||||||||||||||||
Adjusted operating profit (loss) | 27,205 | 112,332 | (17,349 | ) | 16,414 | 22,453 | (44,204 | ) | (8,491 | ) | 108,360 | |||||||||||||||||||||
Total assets at August 31, 2012* | 285,136 | 676,909 | 629,970 | 529,160 | 870,933 | 961,654 | (519,117 | ) | 3,434,645 |
Three Months Ended | Six Months Ended | |||||||||||||||
(in thousands) | February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | ||||||||||||
Earnings from continuing operations | $ | 4,607 | $ | 27,829 | $ | 54,074 | $ | 152,874 | ||||||||
Income taxes (benefit) | 4,717 | 15,015 | 27,232 | (80,312 | ) | |||||||||||
Interest expense | 16,490 | 16,043 | 33,514 | 32,340 | ||||||||||||
Discounts on sales of accounts receivable | 903 | 1,798 | 2,112 | 3,458 | ||||||||||||
Adjusted operating profit from continuing operations | 26,717 | 60,685 | 116,932 | 108,360 | ||||||||||||
Adjusted operating profit (loss) from discontinued operations | (46 | ) | 2,387 | 342 | (24,165 | ) | ||||||||||
Adjusted operating profit | $ | 26,671 | $ | 63,072 | $ | 117,274 | $ | 84,195 |
Three Months Ended | Increase (Decrease) | Six Months Ended | Increase (Decrease) | |||||||||||||||||||
(in thousands) | February 28, 2013 | February 29, 2012 | % | February 28, 2013 | February 29, 2012 | % | ||||||||||||||||
Net sales* | $ | 1,729,674 | $ | 1,956,744 | (12 | )% | $ | 3,518,900 | $ | 3,943,564 | (11 | )% | ||||||||||
Earnings from continuing operations | 4,607 | 27,829 | (83 | )% | 54,074 | 152,874 | (65 | )% | ||||||||||||||
Adjusted EBITDA | 60,054 | 95,294 | (37 | )% | 186,225 | 150,827 | 23 | % |
Three Months Ended | Increase (Decrease) | Six Months Ended | Increase (Decrease) | |||||||||||||||||||
(in thousands) | February 28, 2013 | February 29, 2012 | % | February 28, 2013 | February 29, 2012 | % | ||||||||||||||||
Earnings from continuing operations | $ | 4,607 | $ | 27,829 | (83 | )% | $ | 54,074 | $ | 152,874 | (65 | )% | ||||||||||
Less net earnings (loss) attributable to noncontrolling interests | — | — | — | % | 2 | 2 | — | % | ||||||||||||||
Interest expense | 16,490 | 16,043 | 3 | % | 33,514 | 32,340 | 4 | % | ||||||||||||||
Income taxes (benefit) from continuing operations | 4,717 | 15,015 | (69 | )% | 27,232 | (80,312 | ) | (134 | )% | |||||||||||||
Depreciation, amortization and impairment charges | 34,286 | 34,122 | — | % | 71,065 | 68,601 | 4 | % | ||||||||||||||
Adjusted EBITDA from continuing operations | 60,100 | 93,009 | (35 | )% | 185,883 | 173,501 | 7 | % | ||||||||||||||
Adjusted EBITDA from discontinued operations | (46 | ) | 2,285 | (102 | )% | 342 | (22,674 | ) | (102 | )% | ||||||||||||
Adjusted EBITDA | $ | 60,054 | $ | 95,294 | (37 | )% | $ | 186,225 | $ | 150,827 | 23 | % |
Three Months Ended | Six Months Ended | ||||||||||||||
(in thousands) | February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | |||||||||||
Net sales: | |||||||||||||||
Americas Recycling | $ | 351,374 | $ | 419,644 | $ | 703,335 | 834,449 | ||||||||
Americas Mills | 476,594 | 525,885 | 973,043 | 1,051,381 | |||||||||||
Americas Fabrication | 317,966 | 301,593 | 674,558 | 621,361 | |||||||||||
International Mill | 179,765 | 217,090 | 401,832 | 513,271 | |||||||||||
International Marketing and Distribution | 649,936 | 723,355 | 1,258,524 | 1,433,426 | |||||||||||
Corporate | 3,661 | 5,291 | 6,460 | 5,351 | |||||||||||
Eliminations | (249,622 | ) | (236,114 | ) | (498,852 | ) | (515,675 | ) | |||||||
$ | 1,729,674 | $ | 1,956,744 | $ | 3,518,900 | 3,943,564 | |||||||||
Adjusted operating profit (loss): | |||||||||||||||
Americas Recycling | $ | 2,243 | $ | 6,389 | $ | 6,737 | 27,205 | ||||||||
Americas Mills | 48,769 | 54,401 | 101,291 | 112,332 | |||||||||||
Americas Fabrication | (3,812 | ) | (9,969 | ) | 6,380 | (17,349 | ) | ||||||||
International Mill | (4,153 | ) | 6,592 | (3,277 | ) | 16,414 | |||||||||
International Marketing and Distribution | 3,948 | 26,554 | 44,109 | 22,453 | |||||||||||
Corporate | (19,194 | ) | (20,936 | ) | (36,564 | ) | (44,204 | ) | |||||||
Eliminations | (1,084 | ) | (2,346 | ) | (1,744 | ) | (8,491 | ) | |||||||
Adjusted operating profit from Continuing Operations | 26,717 | 60,685 | 116,932 | 108,360 | |||||||||||
Discontinued Operations | (46 | ) | 2,387 | 342 | (24,165 | ) | |||||||||
Adjusted operating profit | $ | 26,671 | $ | 63,072 | $ | 117,274 | 84,195 |
Three Months Ended | Six Months Ended | |||||||||||||||
(in thousands) | February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | ||||||||||||
Americas Recycling | $ | (957 | ) | $ | (4,625 | ) | $ | 1,393 | $ | 5,942 | ||||||
Americas Mills | (3,503 | ) | (3,130 | ) | 1,557 | (547 | ) | |||||||||
Americas Fabrication | 491 | 3,368 | 7,723 | 13,028 | ||||||||||||
International Marketing and Distribution | 4,292 | 2,414 | 13,045 | 3,523 | ||||||||||||
Consolidated pre-tax LIFO (expense) income | $ | 323 | $ | (1,973 | ) | $ | 23,718 | $ | 21,946 |
Three Months Ended | Increase (Decrease) | Six Months Ended | Increase (Decrease) | |||||||||||||||||||||||||||
February 28, 2013 | February 29, 2012 | Amount | % | February 28, 2013 | February 29, 2012 | Amount | % | |||||||||||||||||||||||
Average ferrous selling price | $ | 336 | $ | 363 | $ | (27 | ) | (7 | )% | $ | 329 | $ | 357 | $ | (28 | ) | (8 | )% | ||||||||||||
Average nonferrous selling price | $ | 2,815 | $ | 2,873 | $ | (58 | ) | (2 | )% | $ | 2,807 | $ | 2,886 | $ | (79 | ) | (3 | )% | ||||||||||||
Ferrous tons shipped | 515 | 550 | (35 | ) | (6 | )% | 1,018 | 1,088 | (70 | ) | (6 | )% | ||||||||||||||||||
Nonferrous tons shipped | 59 | 62 | (3 | ) | (5 | )% | 118 | 122 | (4 | ) | (3 | )% |
Three Months Ended | Increase (Decrease) | Six Months Ended | Increase (Decrease) | |||||||||||||||||||||||||||
February 28, 2013 | February 29, 2012 | Amount | % | February 28, 2013 | February 29, 2012 | Amount | % | |||||||||||||||||||||||
Tons melted | 626 | 607 | 19 | 3 | % | 1,198 | 1,274 | (76 | ) | (6 | )% | |||||||||||||||||||
Tons rolled | 543 | 542 | 1 | — | % | 1,137 | 1,091 | 46 | 4 | % | ||||||||||||||||||||
Tons shipped | 602 | 644 | (42 | ) | (7 | )% | 1,268 | 1,285 | (17 | ) | (1 | )% | ||||||||||||||||||
Average mill selling price (finished goods) | $ | 696 | $ | 750 | $ | (54 | ) | (7 | )% | $ | 691 | $ | 743 | $ | (52 | ) | (7 | )% | ||||||||||||
Average mill selling price (total sales) | 682 | 726 | (44 | ) | (6 | )% | 675 | 716 | (41 | ) | (6 | )% | ||||||||||||||||||
Average cost of ferrous scrap consumed | 350 | 392 | (42 | ) | (11 | )% | 345 | 389 | (44 | ) | (11 | )% | ||||||||||||||||||
Average metal margin | 332 | 334 | (2 | ) | (1 | )% | 330 | 327 | 3 | 1 | % | |||||||||||||||||||
Average ferrous scrap purchase price | 307 | 353 | (46 | ) | (13 | )% | 300 | 348 | (48 | ) | (14 | )% |
Three Months Ended | Increase (Decrease) | Six Months Ended | Increase (Decrease) | |||||||||||||||||||||
(pounds in millions) | February 28, 2013 | February 29, 2012 | Amount | % | February 28, 2013 | February 29, 2012 | Amount | % | ||||||||||||||||
Pounds shipped | 10.3 | 9.4 | 0.9 | 10 | % | 20.1 | 18.7 | 1.4 | 7 | % | ||||||||||||||
Pounds produced | 8.5 | 9.3 | (0.8 | ) | (9 | )% | 16.8 | 17.1 | (0.3 | ) | (2 | )% |
Three Months Ended | Increase (Decrease) | Six Months Ended | Increase (Decrease) | |||||||||||||||||||||||||||
Average selling price (excluding stock and buyout sales) | February 28, 2013 | February 29, 2012 | Amount | % | February 28, 2013 | February 29, 2012 | Amount | % | ||||||||||||||||||||||
Rebar | $ | 897 | $ | 870 | $ | 27 | 3 | % | $ | 898 | $ | 851 | $ | 47 | 6 | % | ||||||||||||||
Structural | 2,819 | 2,428 | 391 | 16 | % | 2,442 | 2,328 | 114 | 5 | % | ||||||||||||||||||||
Post | 938 | 940 | (2 | ) | — | % | 921 | 946 | (25 | ) | (3 | )% |
Three Months Ended | Increase (Decrease) | Six Months Ended | Increase (Decrease) | |||||||||||||||||||||
Tons shipped (in thousands) | February 28, 2013 | February 29, 2012 | Amount | % | February 28, 2013 | February 29, 2012 | Amount | % | ||||||||||||||||
Rebar | 204 | 192 | 12 | 6 | % | 429 | 405 | 24 | 6 | % | ||||||||||||||
Structural | 12 | 15 | (3 | ) | (20 | )% | 27 | 28 | (1 | ) | (4 | )% | ||||||||||||
Post | 25 | 25 | — | — | % | 45 | 44 | 1 | 2 | % |
Three Months Ended | Increase (Decrease) | Six Months Ended | Increase (Decrease) | |||||||||||||||||||||||||||
February 28, 2013 | February 29, 2012 | Amount | % | February 28, 2013 | February 29, 2012 | Amount | % | |||||||||||||||||||||||
Tons melted | 266 | 401 | (135 | ) | (34 | )% | 659 | 834 | (175 | ) | (21 | )% | ||||||||||||||||||
Tons rolled | 241 | 356 | (115 | ) | (32 | )% | 581 | 709 | (128 | ) | (18 | )% | ||||||||||||||||||
Tons shipped | 277 | 331 | (54 | ) | (16 | )% | 622 | 790 | (168 | ) | (21 | )% | ||||||||||||||||||
Average mill selling price (total sales) | $ | 605 | $ | 613 | $ | (8 | ) | (1 | )% | $ | 604 | $ | 607 | $ | (3 | ) | — | % | ||||||||||||
Average ferrous scrap production cost | 379 | 401 | (22 | ) | (5 | )% | 380 | 389 | (9 | ) | (2 | )% | ||||||||||||||||||
Average metal margin | 226 | 212 | 14 | 7 | % | 224 | 218 | 6 | 3 | % | ||||||||||||||||||||
Average ferrous scrap purchase price | 303 | 328 | (25 | ) | (8 | )% | 307 | 319 | (12 | ) | (4 | )% |
(in thousands) | Total Facility | Availability | |||||
Cash and cash equivalents | $ | 170,097 | $ N/A | ||||
Revolving credit facility | 300,000 | 270,720 | |||||
Domestic receivable sales facility | 200,000 | 185,000 | |||||
International accounts receivable sales facilities | 185,674 | 132,854 | |||||
Bank credit facilities — uncommitted | 109,114 | 61,711 | |||||
Notes due from 2013 to 2018 | 1,100,000 | * | |||||
Equipment notes | 13,376 | * |
• | Accounts receivable - Excluding the impacts of our accounts receivable sales program discussed below, accounts receivable decreased during the first six months of 2013 from lower sales in the second quarter of 2013 as compared to the fourth quarter of 2012. Days' sales outstanding was 51 days and 44 days as of February 28, 2013 and February 29, 2012, respectively. |
• | Accounts receivable sold (repurchased) - We reduced the use of our accounts receivable sales program during the first six months of fiscal 2013 as compared to receivable sales during the first six months of 2012. |
• | Inventory - Inventory increased during the first six months of fiscal 2013 as our sales declined at a faster pace than our purchases and production as compared to the first six months of 2012. Days' sales in inventory was 51 days and 44 days as of February 28, 2013 and February 29, 2012, respectively. |
• | Accounts payable/accrued expenses - The decline in cash used for accounts payable and accrued expenses is primarily a reflection of our business cycle. Reflecting the overall economic environment, our operating levels declined during the first six months of fiscal 2012 compared to the end of fiscal 2011 at a greater rate than during the first six months of fiscal 2013 compared to the end of fiscal 2012. |
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) | $ | 1,113,376 | $ | 204,072 | $ | 5,925 | $ | 402,715 | $ | 500,664 | ||||||||||
Notes payable | 47,403 | 47,403 | — | — | — | |||||||||||||||
Interest(2) | 342,490 | 74,369 | 126,140 | 115,935 | 26,046 | |||||||||||||||
Operating leases(3) | 148,985 | 35,942 | 51,340 | 30,130 | 31,573 | |||||||||||||||
Purchase obligations(4) | 1,149,399 | 795,752 | 180,805 | 104,470 | 68,372 | |||||||||||||||
Total contractual cash obligations | $ | 2,801,653 | $ | 1,157,538 | $ | 364,210 | $ | 653,250 | $ | 626,655 |
(1) | Total amounts are included in the February 28, 2013 consolidated balance sheet. See Note 8, Credit Arrangements, to the unaudited consolidated financial statements included in this report. |
(2) | Interest payments related to our short-term debt are not included in the table as they do not represent a significant obligation as of February 28, 2013. |
(3) | Includes minimum lease payment obligations for non-cancelable equipment and real-estate leases in effect as of February 28, 2013. |
(4) | Approximately 78% of these purchase obligations are for inventory items to be sold in the ordinary course of business. Purchase obligations include all enforceable, legally binding agreements to purchase goods or services that specify all significant terms, regardless of the duration of the agreement. Agreements with variable terms are excluded because we are unable to estimate the minimum amounts. Another significant obligation relates to capital expenditures. |
• | absence of global economic recovery or possible recession relapse; |
• | solvency of financial institutions and their ability or willingness to lend; |
• | success or failure of governmental efforts to stimulate the economy including restoring credit availability and confidence in a recovery; |
• | continued sovereign debt problems in the Euro-zone; |
• | customer non-compliance with contracts; |
• | financial covenants and restrictions on business contained in agreements governing our debt; |
• | construction activity or lack thereof; |
• | decisions by governments affecting the level of steel imports, including tariffs and duties; |
• | litigation claims and settlements; |
• | difficulties or delays in the execution of construction contracts resulting in cost overruns or contract disputes; |
• | metals pricing over which we exert little influence; |
• | increased capacity and product availability from competing steel minimills and other steel suppliers including import |
• | execution of cost reduction strategies; |
• | ability to retain key executives; |
• | court decisions and regulatory rulings; |
• | industry consolidation or changes in production capacity or utilization; |
• | global factors including political and military uncertainties; |
• | currency fluctuations; |
• | interest rate changes; |
• | availability and pricing of raw materials, including scrap metal, energy, insurance and supply prices; |
• | passage of new, or interpretation of existing, environmental laws and regulations; |
• | the pace of overall economic activity, particularly in China; |
• | business disruptions, costs and future events related to any tender offers and proxy contests initiated by an activist |
• | ability to make necessary capital expenditures; |
• | unexpected equipment failures; |
• | competition from other materials; |
• | losses or limited potential gains due to hedging transactions; |
• | risk of injury or death; and |
• | increased costs related to health care legislation. |
ITEM 6. | EXHIBITS |
3.1(a) | Restated Certificate of Incorporation (filed as Exhibit 3(i) to Commercial Metals' Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference). |
3.1(b) | Certificate of Amendment of Restated Certificate of Incorporation dated February 1, 1994 (filed as Exhibit 3(i)(a) to Commercial Metals' Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference). |
3.1(c) | Certificate of Amendment of Restated Certificate of Incorporation dated February 17, 1995 (filed as Exhibit 3(i)(b) to Commercial Metals' Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference). |
3.1(d) | Certificate of Amendment of Restated Certificate of Incorporation dated January 26, 2006 (filed as Exhibit 3(i) to Commercial Metals' Form 10-Q for the quarter ended February 28, 2006 and incorporated herein by reference). |
3.1(e) | Certificate of Designation, Preferences and Rights of Series A Preferred Stock (filed as Exhibit 2 to Commercial Metals' Form 8-A filed August 3, 1999 and incorporated herein by reference). |
3.1(f) | Certificate of Designation of Series B Junior Participating Preferred Stock of Commercial Metals Company (filed as Exhibit 99.2 to Commercial Metals' Form 8-A filed August 1, 2011 and incorporated herein by reference). |
3.1(g) | Certificate of Elimination of Series B Junior Participating Preferred Stock dated December 7, 2012 (filed as Exhibit 3.1 to Commercial Metals' Form 8-K filed December 7, 2012 and incorporated herein by reference). |
3.2 | Second Amended and Restated Bylaws (filed as Exhibit 3.1 to Commercial Metals' Form 8-K filed October 25, 2010 and incorporated herein by reference). |
4.1 | First Amendment to Rights Agreement, dated as of December 6, 2012, between Commercial Metals Company and Broadridge Corporate Issuer Solutions, Inc., as rights agent (filed as Exhibit 4.1 to Commercial Metals' Form 8-K filed December 7, 2012 and incorporated herein by reference). |
10.1 | Separation Agreement, dated March 28, 2013, by and between James Alleman and Commercial Metals Company (filed herewith). |
31.1 | Certification of Joseph Alvarado, President and Chief Executive Officer of Commercial Metals Company, pursuant to Section 302 to the Sarbanes-Oxley Act of 2002 (filed herewith). |
31.2 | Certification of Barbara R. Smith, Senior Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
32.1 | Certification of Joseph Alvarado, President and Chief Executive Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
32.2 | Certification of Barbara R. Smith, Senior Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
101* | The following financial information from Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations (Unaudited), (ii) the Consolidated Balance Sheets (Unaudited), (iii) the Consolidated Statements of Cash Flows (Unaudited), (iv) the Consolidated Statements of Stockholders' Equity (Unaudited) and (v) the Notes to Consolidated Financial Statements (submitted electronically herewith). |
* | In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. |
COMMERCIAL METALS COMPANY | |
April 1, 2013 | /s/ Barbara R. Smith |
Barbara R. Smith | |
Senior Vice President and Chief Financial Officer (Duly authorized officer and principal financial officer of the registrant) |
Exhibit No. | Description of Exhibit | |
3.1(a) | Restated Certificate of Incorporation (filed as Exhibit 3(i) to Commercial Metals' Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference). | |
3.1(b) | Certificate of Amendment of Restated Certificate of Incorporation dated February 1, 1994 (filed as Exhibit 3(i)(a) to Commercial Metals' Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference). | |
3.1(c) | Certificate of Amendment of Restated Certificate of Incorporation dated February 17, 1995 (filed as Exhibit 3(i)(b) to Commercial Metals' Form 10-K for the fiscal year ended August 31, 2009 and incorporated herein by reference). | |
3.1(d) | Certificate of Amendment of Restated Certificate of Incorporation dated January 26, 2006 (filed as Exhibit 3(i) to Commercial Metals' Form 10-Q for the quarter ended February 28, 2006 and incorporated herein by reference). | |
3.1(e) | Certificate of Designation, Preferences and Rights of Series A Preferred Stock (filed as Exhibit 2 to Commercial Metals' Form 8-A filed August 3, 1999 and incorporated herein by reference). | |
3.1(f) | Certificate of Designation of Series B Junior Participating Preferred Stock of Commercial Metals Company (filed as Exhibit 99.2 to Commercial Metals' Form 8-A filed August 1, 2011 and incorporated herein by reference). | |
3.1(g) | Certificate of Elimination of Series B Junior Participating Preferred Stock dated December 7, 2012 (filed as Exhibit 3.1 to Commercial Metals' Form 8-K filed December 7, 2012 and incorporated herein by reference). | |
3.2 | Second Amended and Restated Bylaws (filed as Exhibit 3.1 to Commercial Metals' Form 8-K filed October 25, 2010 and incorporated herein by reference). | |
4.1 | First Amendment to Rights Agreement, dated as of December 6, 2012, between Commercial Metals Company and Broadridge Corporate Issuer Solutions, Inc., as rights agent (filed as Exhibit 4.1 to Commercial Metals' Form 8-K filed December 7, 2012 and incorporated herein by reference). | |
10.1 | Separation agreement, dated March 28, 2013, by and between James Alleman and Commercial Metals Company (filed herewith). | |
31.1 | Certification of Joseph Alvarado, President and Chief Executive Officer of Commercial Metals Company, pursuant to Section 302 to the Sarbanes-Oxley Act of 2002 (filed herewith). | |
31.2 | Certification of Barbara R. Smith, Senior Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
32.1 | Certification of Joseph Alvarado, President and Chief Executive Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
32.2 | Certification of Barbara R. Smith, Senior Vice President and Chief Financial Officer of Commercial Metals Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
101* | The following financial information from Commercial Metals Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations (Unaudited), (ii) the Consolidated Balance Sheets (Unaudited), (iii) the Consolidated Statements of Cash Flows (Unaudited), (iv) the Consolidated Statements of Stockholders' Equity (Unaudited) and (v) the Notes to Consolidated Financial Statements (submitted electronically herewith). |
* | In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. |
1. | Executive will relinquish his position as Senior Vice President Human Resources as well as any and all other officer and director positions with the Company and its subsidiaries effective as of April 30, 2013 (“Separation Date”). The Company shall continue to employ Executive until the Separation Date; and his salary and all benefits will remain unchanged until such date. Executive will not be required to be present in the company offices but agrees that his services shall be available to the company as needed through the Separation Date and will be subject to the same standards of conduct and performance applicable to all officers and managers of the Company. Other than as provided in this Agreement, Executive waives and agrees that he shall not receive any other compensation or benefits from the Company. |
2. | In consideration for Executive's service to the Company, and for Executive's release and waiver of claims and commitment to the non-competition obligations referenced herein, the Company shall pay Executive: |
Greater of Annual Base Salary or P50 Market | Threshold | Target | Max | Prorated APB |
$398,300.00 | 30% | 65% | 130% | $170,871 |
(c) | health benefits and other perquisites the same as Executive presently receives through the Separation Date plus Company fully-subsidized COBRA coverage continuing for eighteen (18) months following separation. |
(d) | payment of all vested benefits in the Company Profit Sharing/401(k) Plan and Benefits Restoration Plan, provided such amounts shall be paid on the dates permitted or designated under each such plan. |
(i) | accelerated pro-rata vesting of 21,460 Restricted Stock Units out of the 48,493 units granted and as yet unvested; to be settled in cash or common stock per the terms of the applicable award agreements and based upon the average of the daily trading closing prices on the NYSE for the month of April 2013, as follows: |
Granted 06/03/2010 | 15,000 |
Granted 01/18/2011 | 735 |
Granted 11/23/2011 | 1,965 |
Granted 10/23/2012 | 3,760 |
(ii) | pro-rata vesting of a projected 47,271 Performance Stock Units out of a total of 76,776 granted and as yet unvested as outlined below (numbers shown assume the three-year performance results to be at target); which have been prorated, per the terms of the applicable award agreement, based on the number of days worked by the Executive in the performance period up to the date of separation. The number of performance units finally awarded may be further adjusted up or down based on the actual performance results for the performance period to which these awards are tied and will be payable as per the terms of the applicable award agreement. Further, if needed to avoid adverse consequences to Executive pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), Executive agrees that Company shall deposit such shares into Executive's CUSIP at the transfer agent with a legend restricting resale of such shares for the period of time needed to comply with Section 409A. |
Granted 06/03/2010 | 25,000 |
Granted 01/18/2011 | N/A |
Granted 11/23/2011 | 8,689 |
Granted 10/23/2012 | 3,764 |
(iii) | prorated vesting of 9,775 Stock Appreciation Rights out of a total of 27,236 granted on 11/23/2011 and, per the terms of the respective award agreements, the extension of the exercise date to the earlier of (i) two years following the Separation Date, and (ii) the expiration date of each award. |
3. | To the extent any benefits provided by the Company under Paragraph 2 are taxable to the Executive, such benefits, for purposes of Section 409A, shall be provided as separate monthly in-kind payments of those benefits. To the extent any such benefits are subject to and not otherwise exempt from Section 409A, the provision of such in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in another calendar year, and the rights to such in-kind benefits shall not be subject to liquidation or exchange for another benefit. With respect to reimbursement of expenses, the amount of expenses eligible for reimbursement during a calendar year shall not affect the expenses eligible for reimbursement in any other calendar year. The Company shall make all reimbursements and payments no later than the last day of the calendar year following the calendar year in which the expenses were incurred, and the Company's gross-up of any taxes shall be made no later than the end of the calendar year next following the calendar year in which the Executive remits the related taxes to the Internal Revenue Service. |
4. | Executive agrees that he is separating from the Company of his own free will, and that the terms of his various restrictive covenants, as set forth in Paragraph 9, are valid and enforceable. The Company shall have the right to discontinue all amounts payable under this Agreement, to recover all payments made under this Agreement from the date of any breach by Executive, and to obtain injunctive relief should Executive breach any of the covenants referenced herein. |
5. | In consideration of the mutual promises and covenants contained in this Agreement and after adequate opportunity to consult with legal counsel: |
(a) | except as provided for in subpart (e) below or as otherwise prohibited by law, Executive for himself and each of his respective heirs, representatives, agents, successors, and assigns, irrevocably and unconditionally releases and forever discharges the Company and its respective current and former officers, directors, shareholders, employees, representatives, heirs, attorneys, and agents, as well as its respective predecessors, parent companies, subsidiaries, affiliates, divisions, successors, and assigns and its respective current and former officers, directors, shareholders, employees, representatives, attorneys, and agents (collectively the “Released Parties”), from any and all causes of action, claims, actions, rights, judgments, obligations, damages, demands, accountings, or liabilities of whatever kind or character, which Executive may have against them, or any of them, by reason of or arising out of, touching upon, or concerning Executive's employment with the Company or his separation from the Company. Executive acknowledges that this release of claims specifically includes, but is not limited to, any and all claims for fraud; breach of contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; interference with contractual rights; wrongful or unlawful discharge or demotion; violation of public policy; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, expenses, severance pay, attorneys' fees, or other compensation of any sort; defamation; unlawful effort to prevent employment; discrimination on the basis of race, color, sex, sexual orientation, national origin, ancestry, religion, age, disability, medical condition, or marital status; any whistleblower protection or retaliation claim; any claim under Title VII of the Civil Rights Act of 1964 (Title VII, as amended), 42 U.S.C. § 2000, et seq., the Civil Rights Act of 1991, the Age Discrimination in Employment Act (“ADEA''), 29 U.S.C. § 621, et seq., the Older Workers Benefit Protection Act (“OWBPA”), 29 U.S.C. § 626(f), the Equal Pay Act, the Family and Medical Leave Act (“FMLA”), the Fair Labor Standards Act (“FLSA”), the Americans with Disabilities Act (“ADA”), the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Occupational Safety and Health Act (“OSHA”) or any other health and/or safety laws, statutes, or regulations, the Executive Separation Income Security Act of 1974 (“ERISA”), the Internal Revenue Code of 1986, as amended; the Sarbanes-Oxley Act of 2002 (“SOX”), the Lilly Ledbetter Fair Pay Act of 2009, the Genetic Information and Nondiscrimination Act (“GINA) and any and all other foreign, federal, state, or local laws, common law, or case law, including but not limited to all statutes, regulations, common law. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Executive's right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”) in connection with any claim Executive believes he may have against the Company or its affiliates. However, by executing this Agreement, Executive hereby waives the right to recover in any proceeding he may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission (or any other agency) on Executive's behalf. This release shall not apply to any of the Company's obligations under this Agreement, COBRA continuation coverage benefits or any employee benefit plan subject to the Employment Separation Income Security Act of 1974, as amended, in which Executive has vested. |
(b) | Executive agrees that he shall not file a lawsuit or adversarial proceeding of any kind with any court, agency or arbitral forum against the Company or any Released Parties, asserting any claims that are released in this Agreement. Executive represents and agrees that, prior to signing this Agreement, he has not filed or pursued any complaints, charges, or lawsuits of any kind with any court, governmental or administrative agency, or arbitral forum against the Company, or any other person or entity released under Paragraph 5(a) above, asserting any claims whatsoever. Executive understands and acknowledges that, in the event he commences any proceeding in violation of this Agreement, he waives and is estopped from receiving any monetary award or other legal or equitable relief in such proceeding. |
(c) | Executive represents and warrants that Executive is not aware of any (i) violations, allegations or claims that the Company has violated any federal, state, local or foreign law or regulation of any kind, or (ii) any facts or circumstances relating to any alleged violations, allegations or claims that the Company has violated any federal, state, local or foreign law or regulation of any kind, of which Executive has not previously made the executive leadership team aware. If Executive learns of any such information, Executive shall immediately inform the Company's Senior Vice President of Law, Government Affairs, and Global Compliance. |
(d) | Executive represents and warrants that he has not assigned or subrogated any of his rights, claims, and/or causes of action, including any claims referenced in this Agreement, or authorized any other person or entity to assert such claim or claims on his behalf, and he agrees to indemnify and hold harmless the Company against any assignment of said rights, claims, and/or causes of action. |
(e) | If Executive should breach any of his obligations under this Agreement, the Company shall have no further obligation to make the unvested payments described in this Agreement. |
(f) | Nothing in this Agreement shall affect or apply to Executive's rights and benefits in and to: (i) the Commercial Metals Company's Profit Sharing and 401(k) Plan, the Commercial Metals Companies 2005 Benefit Restoration Plan and the Commercial Metals Companies Benefit Restoration Plan established September 1, 1995. Executive will retain all rights and benefits in accordance with applicable plan documents. Executive understands and acknowledges that, consistent with the terms of the Plans referenced above, he will be eligible for and entitled to all future payments or distributions to which Executive is or may be entitled to receive as a result of his participation in these plans for plan years or performance periods ending after the Separation Date. Executive's active participation in all such plans and programs will cease on the Separation Date, however, consistent with the terms of the Plans referenced above all benefits or compensation under such plans and programs that Executive has earned or in the future may be credited to Executive's account or to which Executive will become entitled to receive under such plans and programs by virtue of his service through the Separation Date will be payable pursuant to the terms of such plans; and (ii) payment of accrued, unpaid salary and reimbursement of eligible business expenses through the Separation Date. |
6. | Executive shall, immediately following execution of this Agreement, to the extent not previously returned or delivered: (a) return all equipment, records, files, documents, data, programs or other materials and property in Executive's possession, custody or control which relates or belongs to the Company or any one or more of its affiliates, including, without limitation, all, Confidential Information (defined below), computer equipment, access codes, messaging devices, credit cards, cell phones, keys and access cards; and (b) deliver all original and copies of confidential information, electronic data, notes, materials, records, plans, data or other documents, files or programs (whether stored in paper form, computer form, digital form, electronically or otherwise, on Company equipment or Executive's personal equipment) that relate or refer in any to (1) the Company or any one or more of its affiliates, its business or its employees, or (2) the Company's Confidential Information or similar information. By signing this Agreement, Executive represents and warrants that Executive has not retained and has or shall timely return and deliver all the items described or referenced in subsections (a) or (b) above; and, that should Executive later discover additional items described or referenced in subsections (a) or (b) above, Executive shall promptly notify the Company and return/deliver such items to the Company. Confidential Information means information (1) disclosed to or known by Executive as a consequence of or through his employment with Employer or Affiliate; and (2) which relates to any aspect of Employer's or Affiliate's business, research, or development. “Confidential Information” includes, but is not limited to, Employer's and Affiliate's trade secrets, proprietary information, business plans, marketing plans, financial information, employee performance, compensation and benefit information, cost and pricing information, identity and information pertaining to customers, suppliers and vendors, and their purchasing history with Employer, any business or technical information, design, process, procedure, formula, improvement, or any portion or phase thereof, that is owned by or has, at the time of termination, been used by the Employer, any information related to the development of products and production processes, any information concerning proposed new products and production processes, any information concerning marketing processes, market feasibility studies, cost data, profit plans, capital plans and proposed or existing marketing techniques or plans, financial information, including, without limitation, information set forth in internal records, files and ledgers, or incorporated in profit and loss statements, fiscal reports, business plans or other financial or business reports, and information provided to Employer or Affiliate by a third party under restrictions against disclosure or use by Employer or others. |
7. | Executive shall not, directly or indirectly, disclose, communicate, or publish in any format any libelous, defamatory, or disparaging information concerning the Company, its executives, officers, Board of Directors, its parents, subsidiaries, affiliates, employees, operations, technology, proprietary or technical information, strategies or business whatsoever, or cause others to disclose, communicate, or publish any disparaging information concerning the same. The Company shall not directly or indirectly, disclose, communicate, or publish in any format any libelous, defamatory, or disparaging information concerning Executive and agrees that it shall provide a neutral reference if asked by prospective employers to Executive. |
8. | Executive hereby agrees to provide his full cooperation, at the request of the Company, with any of the Released Parties in the transitioning of his job duties and responsibilities, any and all investigations or other legal, equitable or business matters or proceedings which involve any matters for which Executive worked on or had responsibility during his employment with the Company. Executive also agrees to be reasonably available to the Company or its representatives to provide general advice or assistance as requested by the Company. This includes but is not limited to testifying (and preparing to testify) as a witness in any proceeding or otherwise providing information or reasonable assistance to the Company in connection with any investigation, claim or suit, and cooperating with the Company regarding any investigation, litigation, claims or other disputed items involving the Company that relate to matters within the knowledge or responsibility of Executive. Specifically, Executive agrees (i) to meet with the Company's representatives, its counsel or other designees at reasonable times and places with respect to any items within the scope of this provision; (ii) to provide truthful testimony regarding same to any court, agency or other adjudicatory body; (iii) to provide the Company with immediate notice of contact or subpoena by any non-governmental adverse party, and (iv) to not voluntarily assist any such non-governmental adverse party or such non-governmental adverse party's representatives. Executive acknowledges and understands that his obligations of cooperation under this Paragraph are not limited in time and may include, but shall not be limited to, the need for or availability for testimony. Executive shall receive no additional compensation for time spent assisting the Company pursuant to this Paragraph 8. |
9. | Executive acknowledges that during his employment with the Company as Senior Vice President - Human Resources, he was provided with, and/or had access to information that is considered Confidential Information (as defined in Paragraph 6) pertaining to the Company. Executive agrees that he shall not at any time disclose to anyone, including, without limitation, any person, firm, corporation, or other entity, or publish, or use for any purpose, any Confidential Information pertaining to the Company. Executive agrees that he shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of, any Confidential Information pertaining to the Company. Therefore, and in light of the compensation Executive will receive under this Agreement, Executive hereby covenants as follows: |
(a) | From the present through April 30, 2015, the Executive will not, without the consent of the Company's Chief Executive Officer, accept employment, consult with, or serve in any capacity for or with any business entity that is a Competitor of the Company. Competitor is defined as all business entities engaged in the steel manufacturing, steel fabrication steel trading, steel distribution, metals heat treating or metals recycling industries, including but not limited to those companies identified as Peer Group members in the Company's annual Proxy Statement. Additionally, Executive agrees that during the he will not, without the prior written consent of the Chief Executive Officer, consult with, provide information to, or perform services for any investment firm, financier, or other person or entity which Executive knows, after reasonable inquiry, is considering or pursuing acquisition of the Company or an investment in the Company of more than $25,000.00. |
(b) | In addition, from the present through September 30, 2014, Executive shall not directly or indirectly (x) solicit, hire, attempt to hire, retain, or compensate any individual who as of March 15, 2013 is an employee, officer or director of the Company or any affiliate of the Company or (y) solicit business from, attempt to transact business with, call upon, or transact business directly or indirectly with any customer or prospective customer of the Company with whom the Company transacted business or solicited within the preceding forty-eight (48) months. |
(c) | Without waiving its right to enforce the foregoing provisions 9(a) and 9(b), Employer agrees that Executive may request a reasonable waiver of these two provisions. |
10. | If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other |
11. | All of the terms and provisions contained in this Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, successors, and assigns. |
12. | This Agreement may be executed in counterparts, each of which shall be deemed an original. |
15. | This Agreement shall not in any way be construed as an admission that the Company, Executive, or any other individual or entity has any liability to or acted wrongfully in any way with respect to Executive, the Company, or any other person. |
16. | The Company represents that it has the authority to enter into this Agreement and has obtained all necessary corporate approvals necessary to do so. Executive represents and warrants that he has been advised in writing to consult with an attorney before signing this Agreement; that he has had an opportunity to be represented by independent legal counsel of his own choosing throughout all of the negotiations preceding the execution of this Agreement; that he has executed this Agreement after the opportunity for consultation with his independent legal counsel; that he is of sound mind and body, competent to enter into this Agreement, and is fully capable of understanding the terms and conditions of this Agreement; that he has carefully read this Agreement in its entirety; that he has had reasonable opportunity to have the provisions of the Agreement explained to him by his own counsel; that he fully understands the terms and significance of all provisions of this Agreement; that he voluntarily assents to all the terms and conditions contained in this Agreement; and that he is signing the Agreement of his own force and will, without any coercion or duress. |
17. | Except as otherwise specifically provided herein, this Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and with respect to Executive's employment with the Company, contains all the covenants, promises, representations, warranties, and agreements between the parties with respect to Executive's separation from the Company and its subsidiaries and all positions therewith, and supersedes all prior employment or severance or other agreements between Executive and the Company and its subsidiaries, whether written or oral, or any of its predecessors or affiliates. Except as otherwise provided herein, Executive acknowledges that no representation, inducement, promise, or agreement, oral or written, has been made by either party, or by anyone acting on behalf of either party, which is not embodied herein, and that no agreement, statement, or promise relating to Executive's separation from the Company and its subsidiaries that is not contained in this Agreement shall be valid or binding. Executive represents and acknowledges that in executing this Agreement, he does not rely, and has not relied, upon any representation(s) by the Company or its agents except as expressly contained in this Agreement. Any modification of this Agreement will be effective only if it is in writing and signed by both parties. |
18. | No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall (i) be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time or (ii) preclude insistence upon strict compliance in the future. |
19. | Executive agrees that, as a condition to receipt of the consideration described herein above, he shall sign an affirmation of the waiver and release contained in this Agreement on April 30, 2013.The form of affirmation to be signed by Executive is attached as Attachment A hereto. |
20. | This Agreement is entered into under, and shall be governed for all purposes by; the laws of the State of Texas without giving effect to any choice of law principles and venue over any claim relating to this Agreement shall rest exclusively in Dallas County, Texas. |
21. | Executive, by Executive's free and voluntary act of signing below, (i) acknowledges that he has been given a period of 21 days to consider whether to agree to the terms contained herein, (ii) acknowledges that he has been advised in writing to consult with an attorney prior to executing this Agreement, (iii) acknowledges that he understands that this Agreement specifically releases and waives all rights and claims Executive may have under the ADEA prior to the date on which Executive signs this Agreement, and (iv) agrees to all of the terms of this Agreement and intends to be legally bound thereby. Furthermore, Executive acknowledges that the promises and benefits provided for in Paragraph 3 of this Agreement will be delayed until this Agreement becomes effective, enforceable and irrevocable. This Agreement will become effective, enforceable and irrevocable on the eighth |
/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 |
Discontinued Operations (Narrative) (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | 3 Months Ended | |
---|---|---|---|---|
Feb. 29, 2012
|
Feb. 29, 2012
|
Nov. 30, 2011
CMCS [Member]
|
Nov. 30, 2012
CMCS [Member]
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Severance expense | $ 2.5 | $ 22.3 | $ 18.0 | |
Business divestiture disposal price | $ 3.9 |
Fair Value (Financial Assets and Liabilities Not Required to Be Measured at Fair Value) (Details) (USD $)
In Thousands, unless otherwise specified |
Feb. 28, 2013
|
Aug. 31, 2012
|
||||
---|---|---|---|---|---|---|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt and Capital Lease Obligations | $ 1,154,479 | $ 1,161,325 | ||||
$200 million notes at 5.625% due November 2013 [Member]
|
||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt and Capital Lease Obligations | 202,857 | 204,873 | ||||
$200 million notes at 5.625% due November 2013 [Member] | Level 2 [Member] | Carrying Value [Member]
|
||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt and Capital Lease Obligations | 202,857 | [1] | 204,873 | [1] | ||
$200 million notes at 5.625% due November 2013 [Member] | Level 2 [Member] | Fair Value [Member]
|
||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt and Capital Lease Obligations | 208,607 | [1] | 212,413 | [1] | ||
$400 million notes at 6.50% due July 2017 [Member]
|
||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt and Capital Lease Obligations | 413,005 | 414,491 | ||||
$400 million notes at 6.50% due July 2017 [Member] | Level 2 [Member] | Carrying Value [Member]
|
||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt and Capital Lease Obligations | 413,005 | [1] | 414,491 | [1] | ||
$400 million notes at 6.50% due July 2017 [Member] | Level 2 [Member] | Fair Value [Member]
|
||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt and Capital Lease Obligations | 444,341 | [1] | 434,991 | [1] | ||
$500 million notes at 7.35% due August 2018 [Member]
|
||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt and Capital Lease Obligations | 525,241 | 527,554 | ||||
$500 million notes at 7.35% due August 2018 [Member] | Level 2 [Member] | Carrying Value [Member]
|
||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt and Capital Lease Obligations | 525,241 | [1] | 527,554 | [1] | ||
$500 million notes at 7.35% due August 2018 [Member] | Level 2 [Member] | Fair Value [Member]
|
||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Debt and Capital Lease Obligations | $ 569,791 | [1] | $ 559,894 | [1] | ||
|
Derivatives And Risk Management (Effective Portion Of Derivatives Designated As Cash Flow Hedging Instruments Recognized In Accumulated Other Comprehensive Income (Loss)) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Feb. 28, 2013
|
Feb. 29, 2012
|
Feb. 28, 2013
|
Feb. 29, 2012
|
|
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss), net of taxes, for cash flow hedges recognized in AOCI | $ 57 | $ (423) | $ 374 | $ (1,609) |
Commodity [Member]
|
||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss), net of taxes, for cash flow hedges recognized in AOCI | (13) | 44 | 1 | 19 |
Foreign exchange [Member]
|
||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss), net of taxes, for cash flow hedges recognized in AOCI | $ 70 | $ (467) | $ 373 | $ (1,628) |
Income Taxes (Narrative) (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Feb. 28, 2013
|
Feb. 29, 2012
|
Nov. 30, 2011
|
Feb. 28, 2013
|
Feb. 29, 2012
|
|
Income Tax Disclosure [Abstract] | |||||
Effective Income Tax Rate, Continuing Operations | 50.60% | 35.00% | 33.50% | (110.70%) | |
Effective tax rate from discontinued operations | 34.80% | 42.90% | 35.10% | 35.40% | |
Net Income tax payments (refunds) | $ (2.2) | $ 13.7 | |||
Statutory tax rate | 35.00% | ||||
Gross unrecognized tax benefits | 27.4 | 12.4 | 27.4 | 12.4 | |
Possible unrecognized tax benefits reduction during the next twelve months | 17.8 | 17.8 | |||
Statement [Line Items] | |||||
Tax benefit related to investment in subsidiary | 102.1 | ||||
CMCS [Member]
|
|||||
Statement [Line Items] | |||||
Tax loss related to investment in subsidiary | $ 291 |
Derivatives And Risk Management (Derivatives Designated As Fair Value Hedging Instruments) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Feb. 28, 2013
|
Feb. 29, 2012
|
Feb. 28, 2013
|
Feb. 29, 2012
|
|
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) before taxes for fair value hedges | $ 549 | $ 11,849 | $ 320 | $ 15,624 |
Foreign exchange [Member] | Net sales [Member]
|
||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) before taxes for fair value hedges | (228) | 0 | (228) | 0 |
Foreign exchange [Member] | Cost of goods sold [Member]
|
||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) before taxes for fair value hedges | 777 | 0 | 548 | 0 |
Foreign exchange [Member] | SG&A expenses [Member]
|
||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) before taxes for fair value hedges | 0 | (4,120) | 0 | (1,550) |
Interest rate [Member] | Interest expense [Member]
|
||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) before taxes for fair value hedges | $ 0 | $ 15,969 | $ 0 | $ 17,174 |
Sales Of Accounts Receivable (Narrative) (Details) (USD $)
|
3 Months Ended | 6 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Feb. 28, 2013
|
Feb. 29, 2012
|
Feb. 28, 2013
|
Feb. 29, 2012
|
Feb. 28, 2013
Domestic Sale Of Accounts Receivable [Member]
entities
|
Aug. 31, 2012
Domestic Sale Of Accounts Receivable [Member]
|
Feb. 28, 2013
International [Member]
|
Aug. 31, 2012
International [Member]
|
|
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||||
Number of financial institutions | 2 | |||||||
Sale of receivables maximum facility | $ 200,000,000 | |||||||
Accounts receivable sold | 407,000,000 | 406,900,000 | 52,800,000 | 95,100,000 | ||||
Advance payment received on sale of account receivable | 15,000,000 | 10,000,000 | ||||||
Deferred purchase prices of sales of accounts receivable | 392,000,000 | 396,900,000 | ||||||
Proceeds from sale and collection of receivables | 603,000,000 | 988,700,000 | ||||||
Payments to acquire receivables | 640,300,000 | 884,200,000 | ||||||
Discounts on sales of accounts receivable | $ 903,000 | $ 1,798,000 | $ 2,112,000 | $ 3,458,000 |
Earnings Per Share Attributable To CMC (Reconciliation of the Denominators of the Earnings Per Share Calculations) (Details)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Feb. 28, 2013
|
Feb. 29, 2012
|
Feb. 28, 2013
|
Feb. 29, 2012
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Reconciliation of the denominators of the earnings per share | ||||
Shares outstanding for basic earnings per share | 116,586,100 | 115,703,142 | 116,461,302 | 115,616,844 |
Effect of dilutive securities: | ||||
Stock-based incentive/purchase plans | 986,952 | 1,140,314 | 872,037 | 1,029,625 |
Shares outstanding for diluted earnings per share | 117,573,052 | 116,843,456 | 117,333,339 | 116,646,469 |
Accounting Policies (Policies)
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6 Months Ended |
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Feb. 28, 2013
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Accounting Policies [Abstract] | |
Accounting principles | Accounting Principles The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") on a basis consistent with that used in the Annual Report on Form 10-K filed by Commercial Metals Company ("CMC," and together with its consolidated subsidiaries, the "Company") with the Securities and Exchange Commission ("SEC") for the year ended August 31, 2012, and include all normal recurring adjustments necessary to present fairly the consolidated balance sheets, statements of operations, comprehensive income, cash flows and stockholders' equity for the periods indicated. Certain amounts in fiscal 2012 have been reclassified to conform to the fiscal 2013 presentation. These notes should be read in conjunction with the audited consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended August 31, 2012. The results of operations for the three and six month periods are not necessarily indicative of the results to be expected for the full year. |
Recent accounting pronouncements | Recent Accounting Pronouncements In the first quarter of 2013, the Company adopted guidance issued by the Financial Accounting Standards Board ("FASB") on disclosure requirements for the presentation of comprehensive income. This guidance requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. As a result of the adoption, the Company's financial statements now include a separate consolidated statement of comprehensive income immediately following the consolidated statement of operations. In the first quarter of 2013, the Company adopted guidance that simplifies how entities test indefinite-lived intangible assets for impairment and improves consistency in impairment testing guidance among long-lived asset categories. The guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with U.S. generally accepted accounting principles. An entity will have an option not to calculate annually the fair value of an indefinite-lived intangible asset if the entity determines that it is not more likely than not that the asset is impaired. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements. In March 2013, the FASB issued guidance requiring an entity to release any related cumulative translation adjustment into net income when it either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. In addition, the guidance resolves the diversity in practice for the treatment of business combinations achieved in stages involving a foreign entity. The new guidance is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In February 2013, the FASB issued guidance requiring an entity to disclose additional information about reclassifications out of accumulated other comprehensive income, including (1) changes in accumulated other comprehensive income balances by component and (2) significant items reclassified out of accumulated other comprehensive income and the effect on the respective line items in net income if the amounts are required to be reclassified in their entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. The new guidance is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2012. The Company does not expect the adoption of these disclosure requirements to have a material impact on its consolidated financial statements. In February 2013, the FASB issued guidance requiring an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The guidance also requires entities to disclose the nature and amount of the obligation as well as other information about the obligation. The new guidance is effective retrospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In December 2011, the FASB issued guidance requiring an entity to disclose the nature of its rights of setoff and related arrangements associated with its financial instruments and derivative instruments. The objective is to make financial statements that are prepared under GAAP more comparable to those prepared under International Financial Reporting Standards. The new disclosures will give financial statement users information about both gross and net exposures. In January 2013, the FASB issued an update and clarified the scope of transactions that are subject to disclosures concerning offsetting. These disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods, and should be applied retrospectively for all comparative periods presented. The Company does not expect the adoption of these disclosure requirements to have a material impact on its consolidated financial statements. |
Derivatives And Risk Management (Derivative Assets) (Details) (USD $)
In Thousands, unless otherwise specified |
Feb. 28, 2013
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Aug. 31, 2012
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---|---|---|---|---|---|---|
Derivatives, Fair Value [Line Items] | ||||||
Derivative assets (other current assets and other assets) | $ 3,027 | [1] | $ 1,875 | [1] | ||
Commodity [Member] | Not designated for hedge accounting [Member]
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Derivatives, Fair Value [Line Items] | ||||||
Derivative assets (other current assets and other assets) | 1,923 | 407 | ||||
Foreign exchange [Member] | Designated for hedge accounting [Member]
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Derivatives, Fair Value [Line Items] | ||||||
Derivative assets (other current assets and other assets) | 674 | 670 | ||||
Foreign exchange [Member] | Not designated for hedge accounting [Member]
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Derivatives, Fair Value [Line Items] | ||||||
Derivative assets (other current assets and other assets) | $ 430 | $ 798 | ||||
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Severance (Narrative) (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended |
---|---|---|
Feb. 29, 2012
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Feb. 29, 2012
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Restructuring and Related Activities [Abstract] | ||
Severance costs | $ 2.5 | $ 22.3 |
Fair Value (Narrative) (Details) (USD $)
In Millions, unless otherwise specified |
6 Months Ended |
---|---|
Feb. 28, 2013
levels
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Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of fair value hierarchy | 3 |
Fair value, inputs, level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member]
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Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Plant, property and equipment | 3.9 |
Fair value measurements recognized loss [Member] | Fair Value, Measurements, Nonrecurring [Member]
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Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Impairment charges for plant, property and equipment | 3.0 |
Business Segments (Summary of Certain Financial Information from Continuing Operations by Reportable Segment) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Feb. 28, 2013
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Feb. 29, 2012
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Feb. 28, 2013
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Feb. 29, 2012
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Aug. 31, 2012
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||||||
Segment Reporting Information [Line Items] | ||||||||||
Net sales-unaffiliated customers | $ 1,729,674 | $ 1,956,744 | $ 3,518,900 | $ 3,943,564 | ||||||
Adjusted operating profit (loss) | 26,717 | 60,685 | 116,932 | 108,360 | ||||||
Segment, Continuing Operations [Member]
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Segment Reporting Information [Line Items] | ||||||||||
Net sales-unaffiliated customers | 1,729,674 | 1,956,744 | 3,518,900 | 3,943,564 | ||||||
Intersegment sales | 0 | 0 | 0 | 0 | ||||||
Net sales | 1,729,674 | 1,956,744 | 3,518,900 | 3,943,564 | ||||||
Adjusted operating profit (loss) | 26,717 | 60,685 | 116,932 | 108,360 | ||||||
Total assets | 3,405,607 | [1] | 3,405,607 | [1] | 3,434,645 | |||||
Americas Recycling [Member]
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Segment Reporting Information [Line Items] | ||||||||||
Net sales-unaffiliated customers | 301,035 | 376,597 | 608,506 | 749,990 | ||||||
Intersegment sales | 50,339 | 43,047 | 94,829 | 84,459 | ||||||
Net sales | 351,374 | 419,644 | 703,335 | 834,449 | ||||||
Adjusted operating profit (loss) | 2,243 | 6,389 | 6,737 | 27,205 | ||||||
Total assets | 297,604 | [1] | 297,604 | [1] | 285,136 | [1] | ||||
Americas Mills [Member]
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Segment Reporting Information [Line Items] | ||||||||||
Net sales-unaffiliated customers | 285,302 | 344,625 | 592,118 | 689,191 | ||||||
Intersegment sales | 191,292 | 181,260 | 380,925 | 362,190 | ||||||
Net sales | 476,594 | 525,885 | 973,043 | 1,051,381 | ||||||
Adjusted operating profit (loss) | 48,769 | 54,401 | 101,291 | 112,332 | ||||||
Total assets | 664,628 | [1] | 664,628 | [1] | 676,909 | [1] | ||||
Americas Fabrication [Member]
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Segment Reporting Information [Line Items] | ||||||||||
Net sales-unaffiliated customers | 314,389 | 298,226 | 667,136 | 613,743 | ||||||
Intersegment sales | 3,577 | 3,367 | 7,422 | 7,618 | ||||||
Net sales | 317,966 | 301,593 | 674,558 | 621,361 | ||||||
Adjusted operating profit (loss) | (3,812) | (9,969) | 6,380 | (17,349) | ||||||
Total assets | 631,393 | 631,393 | 629,970 | |||||||
International Mill [Member]
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Segment Reporting Information [Line Items] | ||||||||||
Net sales-unaffiliated customers | 179,842 | 216,177 | 395,700 | 469,098 | ||||||
Intersegment sales | (77) | 913 | 6,132 | 44,173 | ||||||
Net sales | 179,765 | 217,090 | 401,832 | 513,271 | ||||||
Adjusted operating profit (loss) | (4,153) | 6,592 | (3,277) | 16,414 | ||||||
Total assets | 513,525 | [1] | 513,525 | [1] | 529,160 | |||||
International Marketing and Distribution [Member]
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Segment Reporting Information [Line Items] | ||||||||||
Net sales-unaffiliated customers | 645,445 | 715,828 | 1,248,980 | 1,416,191 | ||||||
Intersegment sales | 4,491 | 7,527 | 9,544 | 17,235 | ||||||
Net sales | 649,936 | 723,355 | 1,258,524 | 1,433,426 | ||||||
Adjusted operating profit (loss) | 3,948 | 26,554 | 44,109 | 22,453 | ||||||
Total assets | 913,921 | [1] | 913,921 | [1] | 870,933 | |||||
Corporate [Member]
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Segment Reporting Information [Line Items] | ||||||||||
Net sales-unaffiliated customers | 3,661 | 5,291 | 6,460 | 5,351 | ||||||
Intersegment sales | 0 | 0 | 0 | 0 | ||||||
Net sales | 3,661 | 5,291 | 6,460 | 5,351 | ||||||
Adjusted operating profit (loss) | (19,194) | (20,936) | (36,564) | (44,204) | ||||||
Total assets | 916,921 | 916,921 | 961,654 | [1] | ||||||
Eliminations [Member]
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Segment Reporting Information [Line Items] | ||||||||||
Net sales-unaffiliated customers | 0 | 0 | 0 | 0 | ||||||
Intersegment sales | (249,622) | (236,114) | (498,852) | (515,675) | ||||||
Net sales | (249,622) | (236,114) | (498,852) | (515,675) | ||||||
Adjusted operating profit (loss) | (1,084) | (2,346) | (1,744) | (8,491) | ||||||
Total assets | $ (532,385) | $ (532,385) | $ (519,117) | [1] | ||||||
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Derivatives And Risk Management (Hedged Items Designated As Fair Value Hedging Instruments) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Feb. 28, 2013
|
Feb. 29, 2012
|
Feb. 28, 2013
|
Feb. 29, 2012
|
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Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) before taxes for hedged items of fair value hedges | $ (431) | $ (11,849) | $ (297) | $ (15,624) |
Foreign exchange [Member] | Net sales [Member]
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Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) before taxes for hedged items of fair value hedges | 274 | 0 | 251 | 0 |
Foreign exchange [Member] | Cost of goods sold [Member]
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Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) before taxes for hedged items of fair value hedges | (705) | 0 | (548) | 0 |
Foreign exchange [Member] | SG&A expenses [Member]
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Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) before taxes for hedged items of fair value hedges | 0 | 4,120 | 0 | 1,550 |
Interest rate [Member] | Interest expense [Member]
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Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) before taxes for hedged items of fair value hedges | $ 0 | $ (15,969) | $ 0 | $ (17,174) |
Accounting Policies
|
6 Months Ended |
---|---|
Feb. 28, 2013
|
|
Accounting Policies [Abstract] | |
Accounting policies | NOTE 1. ACCOUNTING POLICIES Accounting Principles The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") on a basis consistent with that used in the Annual Report on Form 10-K filed by Commercial Metals Company ("CMC," and together with its consolidated subsidiaries, the "Company") with the Securities and Exchange Commission ("SEC") for the year ended August 31, 2012, and include all normal recurring adjustments necessary to present fairly the consolidated balance sheets, statements of operations, comprehensive income, cash flows and stockholders' equity for the periods indicated. Certain amounts in fiscal 2012 have been reclassified to conform to the fiscal 2013 presentation. These notes should be read in conjunction with the audited consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended August 31, 2012. The results of operations for the three and six month periods are not necessarily indicative of the results to be expected for the full year. Recent Accounting Pronouncements In the first quarter of 2013, the Company adopted guidance issued by the Financial Accounting Standards Board ("FASB") on disclosure requirements for the presentation of comprehensive income. This guidance requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. As a result of the adoption, the Company's financial statements now include a separate consolidated statement of comprehensive income immediately following the consolidated statement of operations. In the first quarter of 2013, the Company adopted guidance that simplifies how entities test indefinite-lived intangible assets for impairment and improves consistency in impairment testing guidance among long-lived asset categories. The guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with U.S. generally accepted accounting principles. An entity will have an option not to calculate annually the fair value of an indefinite-lived intangible asset if the entity determines that it is not more likely than not that the asset is impaired. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements. In March 2013, the FASB issued guidance requiring an entity to release any related cumulative translation adjustment into net income when it either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. In addition, the guidance resolves the diversity in practice for the treatment of business combinations achieved in stages involving a foreign entity. The new guidance is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In February 2013, the FASB issued guidance requiring an entity to disclose additional information about reclassifications out of accumulated other comprehensive income, including (1) changes in accumulated other comprehensive income balances by component and (2) significant items reclassified out of accumulated other comprehensive income and the effect on the respective line items in net income if the amounts are required to be reclassified in their entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. The new guidance is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2012. The Company does not expect the adoption of these disclosure requirements to have a material impact on its consolidated financial statements. In February 2013, the FASB issued guidance requiring an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The guidance also requires entities to disclose the nature and amount of the obligation as well as other information about the obligation. The new guidance is effective retrospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In December 2011, the FASB issued guidance requiring an entity to disclose the nature of its rights of setoff and related arrangements associated with its financial instruments and derivative instruments. The objective is to make financial statements that are prepared under GAAP more comparable to those prepared under International Financial Reporting Standards. The new disclosures will give financial statement users information about both gross and net exposures. In January 2013, the FASB issued an update and clarified the scope of transactions that are subject to disclosures concerning offsetting. These disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods, and should be applied retrospectively for all comparative periods presented. The Company does not expect the adoption of these disclosure requirements to have a material impact on its consolidated financial statements. |
Business Segments (Reconciliation of Consolidated Adjusted Operating Profit to Net Earnings from Continuing Operations) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Feb. 28, 2013
|
Feb. 29, 2012
|
Feb. 28, 2013
|
Feb. 29, 2012
|
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Segment Reporting [Abstract] | ||||
Earnings from continuing operations | $ 4,607 | $ 27,829 | $ 54,074 | $ 152,874 |
Income taxes (benefit) | 4,717 | 15,015 | 27,232 | (80,312) |
Interest expense | 16,490 | 16,043 | 33,514 | 32,340 |
Discounts on sales of accounts receivable | 903 | 1,798 | 2,112 | 3,458 |
Adjusted operating profit from continuing operations | 26,717 | 60,685 | 116,932 | 108,360 |
Adjusted operating profit (loss) from discontinued operations | (46) | 2,387 | 342 | (24,165) |
Adjusted operating profit | $ 26,671 | $ 63,072 | $ 117,274 | $ 84,195 |