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