<PAGE> 1
FORM 1O-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 2O549
--------------------
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------
For quarter ended February 28, 1995
Commission File Number 1-4304
COMMERCIAL METALS COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-0725338
- -------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7800 Stemmons Freeway
P. O. Box 1046 Dallas, Texas 75221
------------------------------------------------------------
( Address of principal executive offices )
( Zip Code )
(214) 689-4300
------------------------------------------------------------
( Registrant's telephone number, including area code )
------------------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months ( or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
As of February 28, 1995 there were 15,291,090 shares of the Company's Common
Stock issued and outstanding excluding 841,493 shares held in the Company's
treasury.
<PAGE> 2
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
------------------------------------------
INDEX
-----
<TABLE>
<CAPTION>
Page No.
---------
<S> <C>
PART I - Financial Statements:
Consolidated Balance Sheets -
February 28, 1995 and August 31, 1994 2 - 3
Consolidated Statements of Earnings -
Three Months and Six Months ended 4
February 28, 1995 and February 28, 1994
Consolidated Statements of Cash Flows -
Six Months ended February 28, 1995 and
February 28, 1994 5
Consolidated Statement of Stockholders'
Equity - February 28, 1995 6
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of the
Consolidated Financial Statements 8 - 13
PART II - Other Information and Signatures 14 - 16
Exhibit 11 (a) - Calculation of Primary and
Fully Diluted Earnings per Share 17
Exhibit 27 - Financial Data Schedule 18
</TABLE>
Page 1
<PAGE> 3
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
------------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
ASSETS
------
( In thousands except share data )
<TABLE>
<CAPTION>
Feb. 28, August 31,
1995 1994
---------- ---------
<S> <C> <C>
CURRENT ASSETS:
Cash and temporary investments $13,853 $38,269
Accounts receivable (less allowance for
collection losses of $5,288 and $3,528) 297,328 228,035
Financial services loans and advances 9,060 19,560
Inventories 191,334 133,748
Other 38,357 26,473
--------- ---------
TOTAL CURRENT ASSETS 549,932 446,085
OTHER ASSETS 3,616 1,984
PROPERTY, PLANT, AND EQUIPMENT, at cost:
Land 17,093 10,747
Buildings 41,707 32,367
Equipment 345,083 304,977
Leasehold improvements 15,788 15,585
Construction in process 7,654 6,880
--------- ---------
427,325 370,556
Less accumulated depreciation
and amortization (230,859) (213,748)
--------- ---------
196,466 156,808
--------- ---------
$750,014 $604,877
========= =========
</TABLE>
See notes to consolidated financial statements.
Page 2
<PAGE> 4
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
------------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
( In thousands except share data )
<TABLE>
<CAPTION>
Feb. 28, August 31,
1995 1994
---------- ---------
<S> <C> <C>
CURRENT LIABILITIES:
Commercial paper $10,000 $20,000
Notes payable 45,000 21,000
Financial services notes payable 32,276 50,912
Accounts payable 114,133 84,644
Other payables and accrued expenses 107,213 85,220
Income taxes payable 3,782 4,338
Current maturities of long-term debt 14,312 4,852
--------- ---------
TOTAL CURRENT LIABILITIES 326,716 270,966
DEFERRED INCOME TAXES 19,077 19,077
LONG-TERM DEBT 120,249 72,061
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Capital stock:
Preferred stock -- --
Common stock, par value $5.00 a share;
authorized 40,000,000 shares; issued
16,132,583 shares, outstanding
15,291,090 and 14,275,007 shares 80,663 80,663
Additional paid-in capital 11,963 1,019
Retained earnings 206,110 192,997
--------- ---------
298,736 274,679
Less treasury stock,
841,493 and 1,857,576 shares at cost (14,764) (31,906)
--------- ---------
283,972 242,773
--------- ---------
$750,014 $604,877
========= =========
</TABLE>
See notes to consolidated financial statements.
Page 3
<PAGE> 5
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
------------------------------------------
CONSOLIDATED STATEMENTS OF EARNINGS
-----------------------------------
( In thousands except share data )
<TABLE>
<CAPTION>
Three Months ended Six Months ended
February 28, February 28,
----------------------- ----------------------
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUES:
Net sales $530,907 $389,913 $942,341 $769,929
Other revenue 2,060 2,311 4,364 4,055
--------- --------- --------- ---------
532,967 392,224 946,705 773,984
COSTS AND EXPENSES:
Cost of goods sold 472,703 357,083 838,386 700,493
Selling, general and
administrative expenses 37,280 24,632 64,604 50,041
Interest expense 4,168 1,976 7,197 3,811
Employees' pension and
profit sharing plans 2,698 1,836 5,052 3,711
Litigation accrual 6,650
--------- --------- --------- ---------
516,849 385,527 921,889 758,056
EARNINGS BEFORE INCOME TAX 16,118 6,697 24,816 15,928
INCOME TAXES 5,841 2,425 8,167 5,933
--------- --------- --------- ---------
NET EARNINGS $10,277 $4,272 $16,649 $9,995
========= ========= ========= =========
Net earnings per share $0.67 $0.28 $1.11 $0.66
Cash dividends per share $0.12 $0.12 $0.24 $0.22
Average shares outstanding 15,451,182 15,129,537 14,994,449 15,191,975
</TABLE>
See notes to consolidated financial statements.
Page 4
<PAGE> 6
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Six months ended
February 28,
------------------------
1995 1994
- ----------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $16,649 $9,995
Adjustments to earnings not requiring cash:
Depreciation and amortization 19,045 14,491
Provision for losses on receivables 1,149 756
Other (220) (117)
-------- --------
Cash flows from operations before changes in
operating assets and liabilities 36,623 25,125
Changes in operating assets and liabilities
net of effect of Owen acquisition:
Decrease (increase) in accounts receivable (21,178) (38,226)
Decrease (increase) in financial
services loans and advances 10,500 (4,920)
Decrease (increase) in inventories (22,222) 12,172
Decrease (increase) in other assets (9,640) (1,203)
Increase (decrease) in accounts payable,
accrued expenses and income taxes (2,982) (28,677)
-------- --------
Net Cash Flows used by Operating Activities (8,899) (35,729)
- ----------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Owen Steel, net of cash acquired (24,485)
Temporary investments 19,174 9,828
Purchase of property, plant and equipment (11,759) (24,319)
Sales of property, plant and equipment 220 117
-------- --------
Net Cash Used by Investing Activities (16,850) (14,374)
- ----------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Commercial paper - net change (10,000) 22,000
Notes payable - net change 24,000
Financial services notes payable (18,636) 24,475
New long-term debt used for acquisition 60,000
Refinance long-term debt of acquisition (32,000)
Payments on long-term debt (2,352) (2,413)
Stock issued under option/bonus plans 1,580 2,737
Tax benefits related to stock option plans 1,451
Dividends paid (3,536) (3,214)
-------- --------
Net Cash Provided by Financing Activities 20,507 43,585
- ----------------------------------------------------------------------------
Decrease in Cash and Cash Equivalents (5,242) (6,518)
Cash and Cash Equivalents at Beginning of Year 19,095 18,780
-------- --------
Cash and Cash Equivalents at End of Period $13,853 $12,262
======== ========
</TABLE>
See notes to consolidated financial statements.
Page 5
<PAGE> 7
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
------------------------------------------
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
----------------------------------------------
( In thousands except share data )
<TABLE>
<CAPTION>
Common Stock Treasury Stock
---------------------- Add'l ------------------
Number of Paid-In Retained Number of
Shares Amount Capital Earnings Shares Amount
----------- --------- -------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance September 1, 1994 16,132,583 $80,663 $1,019 $192,997 (1,857,576) ($31,906)
Net earnings for six months
ended February 28, 1995 16,649
Cash dividends - $.24 a share (3,536)
Treasury stock issued in connection
with acquisition of Owen Steel 8,710 932,301 16,345
Stock issued under stock option,
purchase and bonus plans 2,234 83,782 797
---------- ------- ------- -------- --------- -------
Balance, February 28, 1995 16,132,583 $80,663 $11,963 $206,110 (841,493) ($14,764)
========== ======= ======= ======== ========= =======
</TABLE>
See notes to consolidated financial statements.
Page 6
<PAGE> 8
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
NOTE A - LONG-TERM DEBT AND EQUITY (in thousands):
<TABLE>
<CAPTION>
Amount Current Long-Term
Outstanding Maturities Debt
----------- ---------- ---------
<S> <C> <C> <C>
8.49% notes due 2001 $50,000 $7,143 $42,857
8.75% note due 1999 21,428 4,286 17,142
8.15% note due 1996 2,708 2,708 0
Notes due 1997 60,000 60,000
Other 425 175 250
-------- -------- --------
$134,561 $14,312 $120,249
======== ======== ========
</TABLE>
New long-term debt in the form of $60 million notes due 1997 was used
principally to finance the acquisition of Owen Steel Company. In addition, $25
million of treasury stock (a non-cash item) was used in the acquistion.
NOTE B - TAXES ON INCOME:
Provision for taxes on income includes estimated United States taxes on
undistributed earnings of subsidiaries outside the United States.
NOTE C - QUARTERLY FINANCIAL DATA:
In the opinion of Management, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals except for the item discussed in Note D ) necessary to
present fairly the financial position as of February 28, 1995, the results of
operations for the six months then ended and cash flows for the same periods.
The results of operations for the six month periods are not necessarily
indicative of the results to be expected for a full year.
Note D - LITIGATION
On November 22, 1994, the United States District Court for the Southern
District of Texas granted the federal government's motion for summary judgment
and entered a Final Order in the principal amount of $1.3 million against CMC
Oil Company, a subsidiary of the Company. The allegation involves overcharges
for crude oil sales during the late 1970's. With interest, the total judgment
is approximately $6.7 million and this has been accrued in the financial
statements. CMC Oil Company has appealed the judgment.
Page 7
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
(in millions)
2ND QTR 2nd Qtr
FY 1995 FY 1994
--------- ---------
<S> <C> <C>
Revenues $ 533 $ 392
Net earnings 10.3 4.3
Cash flow 21.9 11.9
LIFO reserve 23.5 14.2
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS Six Months
FY 1995 FY 1994
---------- ----------
<S> <C> <C>
Revenues $ 947 $ 774
Net earnings 16.6 10.0
Cash flow 36.6 25.1
</TABLE>
SIGNIFICANT EVENTS AFFECTING THE COMPANY THIS QUARTER:
- Best second quarter net earnings in CMC's history and
the second best quarter ever.
- Steel Group achieved record steel mill tons melted,
rolled, and shipped.
- Recycling operating profits increased over 400% on
strong demand and higher prices.
- SMI-Owen Steel companies completed first quarter under
CMC management.
- CMC Oil Company appealed judgment.
The LIFO method of inventory valuation reduced net earnings for the quarter
$1.3 million (9 cents per share) compared to a decrease of $915 thousand (6
cents per share) last year. For the six months net earnings were $1.4 million
lower (9 cents per share) compared to a decrease of $1.6 million (10 cents per
share) last year.
Page 8
<PAGE> 10
SEGMENT OPERATING DATA
Revenues and operating profit by business segment are
shown in the following table:
<TABLE>
<CAPTION>
Three months ended Six months ended
February 28 February 28
------------------ ------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES:
Manufacturing $243,396 $131,608 $405,134 $268,349
Recycling 133,785 73,884 234,606 142,829
Marketing and
Trading 167,904 194,175 329,890 377,382
Financial
Services 347 833 824 1,545
Corporate and
Eliminations (12,465) (8,276) (23,749) (16,121)
-------- -------- -------- --------
$532,967 $392,224 $946,705 $773,984
OPERATING PROFIT:
Manufacturing $ 11,247 $ 6,331 $ 25,069 $ 15,713
Recycling 6,351 1,228 8,620 1,642
Marketing and
Trading 3,060 2,954 6,085 6,240
Financial
Services 297 486 650 885
Corporate and
Eliminations (1,064) (2,786) (9,254) (5,605)
-------- -------- -------- --------
$ 19,891 $ 8,213 $ 31,170 $ 18,875
</TABLE>
MANUFACTURING -
Boosted by a good construction market including firm highway construction, the
Manufacturing segment (excluding sales of newly acquired SMI-Owen Steel)
recorded a 32% increase in revenues and a 78% increase in operating profit over
the same quarter last year. Operating profit was 19% lower than the first
quarter due to increased LIFO charges and divisional transition costs for
SMI-Owen Steel.
Page 9
<PAGE> 11
The CMC Steel Group (excluding the SMI-Owen Steel companies) sales for the
quarter were up 26% over the comparable period last year. The three mills
produced record shipments of 309,000 tons, a 16% increase over last year. The
steel fabrication companies shipments of 91,000 tons were 20% higher than last
year. Coupled with an increase of 7% in average selling prices, operating
profit for the group increased 93%. Shipments, revenues and operating profit
year to date were well ahead of last year.
In addition, SMI Steel South Carolina shipped 62,000 tons this quarter; its
related steel fabrication companies shipped 52,000 tons. The new SMI-Owen
Steel companies operating results were close to breakeven.
Copper tube second quarter shipments were 19% higher and operating profit
substantially improved over the same period last year. For the six months, both
shipments and operating profits increased about 15%.
RECYCLING -
The Recycling segment had a resounding quarter with revenues up over 80% and
operating profit increasing over 400% compared to last year. At mid-quarter
many product prices were at their highest levels since the robust period of the
late 1980's although there were some price declines in February. Export prices
are reaching competitive levels with sales to the Pacific Rim particularly
encouraging. Volume of ferrous scrap shipped increased 16% to 301,000 tons;
nonferrous shipments were up 57% to 53,000 tons.
MARKETING AND TRADING -
Revenues for the quarter were 14% below last year, however operating profit was
comparable. Demand for nonferrous semis, primary metals, secondary metals and
industrial raw materials remained buoyant, offsetting lower steel sales volume
mainly due to the continued weak Chinese market. During the quarter the Company
began merging the operations of Enterprise Metal Corporation with its other two
New York area marketing and trading companies. The impact on consolidated sales
and operating profit will not be significant.
Page 10
<PAGE> 12
FINANCIAL SERVICES -
Revenues and operating profit were lower this quarter and for the six months
due to moderately lower trade financing activity and lower temporary
investments.
ENVIRONMENTAL ACTIVITIES
The Company is subject to federal, state and local pollution control laws and
regulations in all locations where it has operating facilities. It anticipates
that compliance with these laws and regulations will involve continuing capital
expenditures and operating costs.
In the ordinary course of conducting its business, the Company becomes involved
in environmental litigation, administrative proceedings, and governmental
investigations. Certain of these environmental matters or other proceedings may
result in fines, penalties or judgments against the Company which may have a
material impact on earnings for a particular quarter. While the Company is
unable to estimate precisely the ultimate dollar amount of exposure to losses
in connection with such matters, it makes timely accruals as warranted. It is
the opinion of the Company's management that the outcome of such proceedings,
individually or in the aggregate, will not have a material adverse effect on
the business or consolidated financial position of the Company.
OTHER
The February 28, 1995 balance sheet reflects the initial detailed allocation of
the acquisition cost of Owen Steel Company to the fair values of identifiable
assets acquired and liabilities assumed under the purchase method of
accounting. The allocation is based on a cost of $47.6 million for Owen's
equity (as adjusted) and is subject to possible material change as more
information becomes available with which to resolve outstanding contingencies.
Approximately $9 million of the acquisition price is presently maintained in an
escrow account, subject to final determination of the net worth of Owen at the
closing date and certain other post-closing adjustments.
On January 20, 1995, CMC Oil Company filed Notice of Appeal of the November 22,
1994, District Court Order granting the Government's Motion for Summary
Judgment.
Page 11
<PAGE> 13
Notice of Appeal was filed in the United States Court of Appeals for the Fifth
Circuit and for the Federal Circuit with respect to issues over which each
Court of Appeals has jurisdiction. CMC Oil Company has previously fully accrued
for the judgment.
OUTLOOK
The near term outlook on balance is favorable and business remains at a healthy
level although interest rate sensitive end markets in the U.S.A. are
moderating. Conditions in the construction sector generally are good, with
private nonresidential construction and apartment building stronger. Highway
construction is firm. The manufacturing sector, especially capital goods,
remains robust. Growth in the western European economies is better than
previously anticipated. Japan continues to improve slowly. Most of the balance
of the Pacific Rim except for China is showing higher demand. Exports from the
CIS appear to have declined which is beneficial. On the negative side Mexico
has suffered a severe economic reversal. Overall, global inventories have
dropped, consumption of steel and nonferrous metals should remain strong and
our product prices firm. We will continue to focus on improving the
profitability of SMI-Owen Steel; long term we are confident it will increase
significantly our earnings and cash flow.
LIQUIDITY
Net working capital was $223 million at February 28, 1995 compared to $175
million at August 31, 1994. The current ratio was 1.7 at February 28, 1995
compared to 1.6 at August 31, 1994.
Cash flow from operations before changes in operating assets and liabilities
for the six months was $37 million compared to $25 million last year. Due to
the SMI-Owen Steel acquisition and the new melt shop at our Birmingham mill,
depreciation expense increased for the six months from $14.5 million to $19
million.
The Company's effective tax rate for the second quarter was 36%; for the six
months it was 33% due to a credit to income tax expense for $1 million from the
favorable resolution of tax issues with the Internal Revenue Service for years
audited.
Page 12
<PAGE> 14
Capital expenditures for the six months ended February 28, 1995 were $12
million, excluding the SMI-Owen Steel acquisition. Capital spending for fiscal
1995 excluding this acquisition is projected at about $38 million.
Long-term debt as a percent of total capitalization was 22% at August 31, 1994,
31% at November 30, 1994, and 28% at February 28, 1995. The proceeds of $60
million of new long-term debt were used to finance the acquisition of SMI-Owen
Steel and for other corporate purposes. Based on original maturity dates,
approximately $10 million of long-term debt was reclassified as current
maturities at February 28, 1995. Stockholders' equity at February 28, 1995 was
$284 million or $18.57 per share. At February 28, 1995 there were 15,291,090
shares issued and outstanding net of 841,493 shares held in the Company's
treasury.
Page 13
<PAGE> 15
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the information incorporated by reference from
Item 3. Legal Proceedings in the Company's Annual Report on Form 10-K for the
year ending August 31, 1994 filed November 28, 1994, with the Securities and
Exchange Commission and to the information incorporated by reference from Item
5. Other Events in the Company's Report on Form 8-K filed November 30, 1994,
and Form 8-K filed January 27, 1995, with the Securities and Exchange
Commission.
ITEM 2. CHANGES IN SECURITIES
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the registrant's annual meeting of stockholders held January 26,
1995, a total of 15,172,706 shares of common stock or approximately 91% percent
of those outstanding and entitled to vote were present in person or by proxy.
There was no solicitation in opposition to management's nominees and all such
nominees were elected as set forth in the following tabulation:
<TABLE>
<CAPTION>
Nominee Votes For Votes Withheld
- ------- --------- --------------
<S> <C> <C>
Moses Feldman 13,250,424 595,672
Ralph E. Loewenberg 13,265,426 580,670
Stanley A. Rabin 13,251,498 594,598
Marvin Selig 13,240,640 605,456
</TABLE>
The stockholders also approved an amendment to the Company's Restated
Certificate of Incorporation to increase the number of shares of Common Stock
authorized for issuance from 20,000,000 to 40,000,000 by the following vote:
<TABLE>
<CAPTION>
For Against Abstentions and Broker Non-Votes
- --- ------- --------------------------------
<S> <C> <C>
12,160,390 1,422,597 263,109
</TABLE>
Page 14
<PAGE> 16
The stockholders also approved amendments to the Company's 1986 Stock
Incentive Plan to increse by 750,000 the maximum number of shares that may be
available for issuance pursuant to the Plan and to establish a maximum number
of 50,000 shares which may be subject to grants of options to any individual
during a single fiscal year of the Company:
<TABLE>
<CAPTION>
For Against Abstentions and Broker Non-Votes
- --- ------- --------------------------------
<S> <C> <C>
11,806,772 1,736,055 303,269
</TABLE>
The stockholders approved the ratification of the appointment of
Deloitte & Touche as auditors of the registrant for the fiscal year ending
August 31, 1995, by the following vote:
<TABLE>
<CAPTION>
For Against Abstentions and Broker Non-Votes
- --- ------- --------------------------------
<S> <C> <C>
13,541,801 56,430 247,865
</TABLE>
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits required by Item 601 of Regulation S-K.
Exhibit No.
11. Computation of Per Share Earnings
(a) Calculation of Primary and Fully
Diluted Earnings Per Share
B. The Corporation filed a Form 8-K on January 27, 1995,
to report under Item 2. Acquisition of Assets, the
financial statements required in connection with the
acquisition, by merger, of Owen Steel Company, Inc.,
and two affiliated corporations and to report, under
Item 5. Other Events, the filing of a Notice of
Appeal by CMC Oil Company in connection with the
Federal Energy Regulatory Commission litigation.
Page 15
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
<TABLE>
<S> <C>
COMMERCIAL METALS COMPANY
April 12, 1995 Lawrence A. Engels
Vice President, Treasurer
& Chief Financial Officer
April 12, 1995 William B. Larson
Controller
</TABLE>
Page 16
<PAGE> 18
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
11(a) -- Computation of Per Share Earnings
27 -- Financial Data Schedule
<PAGE> 1
EXHIBIT 11 (a)
--------------
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
------------------------------------------
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE*
------------------------------------------------------------
( In thousands except share data )
<TABLE>
<CAPTION>
Six Months ended
February 28,
----------------------
1995 1994
---------- ---------
<S> <C> <C>
Net earnings $16,649 $9,995
Weighted average number
of shares outstanding 14,737,199 14,791,329
Dilutive effect of stock option and
purchase plans, after application
of treasury stock method 257,250 400,646
Shares used in calculating primary
net earnings per share 14,994,449 15,191,975
Earnings per share $1.11 $0.66
</TABLE>
*Fully diluted earnings per share are identical to
primary earnings per share.
Page 17
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-START> SEP-01-1994
<PERIOD-END> FEB-28-1995
<CASH> 13,853
<SECURITIES> 0
<RECEIVABLES> 302,616
<ALLOWANCES> 5,288
<INVENTORY> 191,334
<CURRENT-ASSETS> 549,932
<PP&E> 427,325
<DEPRECIATION> 230,859
<TOTAL-ASSETS> 750,014
<CURRENT-LIABILITIES> 326,716
<BONDS> 120,249
<COMMON> 80,663
0
0
<OTHER-SE> 203,309
<TOTAL-LIABILITY-AND-EQUITY> 750,014
<SALES> 942,341
<TOTAL-REVENUES> 946,705
<CGS> 838,386
<TOTAL-COSTS> 838,386
<OTHER-EXPENSES> 75,157
<LOSS-PROVISION> 1,149
<INTEREST-EXPENSE> 7,197
<INCOME-PRETAX> 24,816
<INCOME-TAX> 8,167
<INCOME-CONTINUING> 16,649
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,649
<EPS-PRIMARY> 1.11
<EPS-DILUTED> 0
</TABLE>
