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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Commercial Metals Company | NYSE:CMC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.23 | -0.43% | 53.48 | 54.37 | 53.44 | 53.91 | 530,880 | 01:00:00 |
(Mark One)
|
|
|
☑
|
|
ANNUAL 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
|
|
|
For the transition period from to
|
Delaware
|
|
75-0725338
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of Each Class
|
|
Trading Symbol(s)
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.01 par value
|
|
CMC
|
|
New York Stock Exchange
|
Large accelerated filer
|
☑
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tons (in thousands)
|
|
2019
|
|
2018
|
|
2017
|
|||
Melted
|
|
4,357
|
|
|
2,922
|
|
|
2,603
|
|
Rolled
|
|
4,134
|
|
|
2,673
|
|
|
2,476
|
|
Shipped
|
|
4,394
|
|
|
3,013
|
|
|
2,725
|
|
•
|
a melt shop with an electric arc furnace;
|
•
|
continuous casting equipment that shapes molten metal into billets;
|
•
|
a reheating furnace that prepares billets for rolling;
|
•
|
a rolling mill that forms products from heated billets;
|
•
|
a mechanical cooling bed that receives hot products from the rolling mill;
|
•
|
finishing facilities that cut, straighten, bundle and prepare products for shipping; and
|
•
|
supporting facilities such as maintenance, warehouse and office areas.
|
Segment
|
|
Number of Employees
|
|
Americas Recycling
|
|
1,313
|
|
Americas Mills
|
|
2,982
|
|
Americas Fabrication
|
|
4,746
|
|
International Mill
|
|
2,114
|
|
Corporate & Other
|
|
369
|
|
Total
|
|
11,524
|
|
|
|
|
|
|
|
EXECUTIVE
|
NAME
|
|
CURRENT POSITION & OFFICES
|
|
AGE
|
|
OFFICER SINCE
|
Barbara R. Smith
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
60
|
|
2011
|
Adam R. Hickey
|
|
Vice President and Chief Accounting Officer
|
|
44
|
|
2012
|
Paul K. Kirkpatrick
|
|
Vice President, General Counsel and Corporate Secretary
|
|
48
|
|
2013
|
Paul J. Lawrence
|
|
Vice President and Chief Financial Officer
|
|
49
|
|
2016
|
Tracy L. Porter
|
|
Executive Vice President and Chief Operating Officer
|
|
62
|
|
2010
|
•
|
diversion of management's attention to integration matters;
|
•
|
difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the Acquisition;
|
•
|
difficulties in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures;
|
•
|
difficulties in the assimilation of employees;
|
•
|
difficulties in managing the expanded operations of a significantly larger and more complex company;
|
•
|
challenges in retaining key personnel;
|
•
|
the impact of known and unknown liabilities that we may inherit from the Acquired Businesses; and
|
•
|
coordinating a geographically dispersed organization.
|
•
|
political, military, terrorist or major pandemic events;
|
•
|
local labor and social issues;
|
•
|
legal and regulatory requirements or limitations imposed by foreign governments (particularly those with significant steel consumption or steel-related production including China, Brazil, Russia and India), including quotas, tariffs or other protectionist trade barriers, adverse tax law changes, nationalization or currency restrictions;
|
•
|
disruptions or delays in shipments caused by customs compliance or government agencies; and
|
•
|
potential difficulties in staffing and managing local operations.
|
Segment and Operation
|
|
Location
|
|
Approximate Building Square Footage
|
|
Capacity (Millions of Tons)**
|
||
Americas Recycling
|
|
*
|
|
1,380,000
|
|
|
3.8
|
|
|
|
|
|
|
|
|
||
Americas Mills
|
|
|
|
|
|
5.8
|
|
|
Steel Mini Mill
|
|
Birmingham, Alabama
|
|
580,000
|
|
|
|
|
Steel Mini Mill
|
|
Rancho Cucamonga, California
|
|
260,000
|
|
|
|
|
Steel Mini Mill
|
|
Jacksonville, Florida
|
|
460,000
|
|
|
|
|
Steel Mini Mill
|
|
Sayreville, New Jersey
|
|
380,000
|
|
|
|
|
Steel Mini Mill
|
|
Cayce, South Carolina
|
|
760,000
|
|
|
|
|
Steel Mini Mill
|
|
Knoxville, Tennessee
|
|
460,000
|
|
|
|
|
Steel Mini Mill
|
|
Seguin, Texas
|
|
870,000
|
|
|
|
|
Steel Micro Mill
|
|
Mesa, Arizona
|
|
320,000
|
|
|
|
|
Steel Micro Mill
|
|
Durant, Oklahoma
|
|
290,000
|
|
|
|
|
Steel Rerolling Mill
|
|
Magnolia, Arkansas
|
|
280,000
|
|
|
|
|
Recycling
|
|
*
|
|
210,000
|
|
|
|
|
|
|
|
|
|
|
|
||
Americas Fabrication
|
|
*
|
|
4,150,000
|
|
|
2.5
|
|
|
|
|
|
|
|
|
||
International Mill
|
|
|
|
|
|
2.2
|
|
|
Steel Mini Mill
|
|
Zawiercie, Poland
|
|
2,880,000
|
|
|
|
|
Fabrication
|
|
Four locations in Poland
|
|
250,000
|
|
|
|
|
Recycling
|
|
Twelve locations in Poland
|
|
190,000
|
|
|
|
|
|
8/31/14
|
|
8/31/15
|
|
8/31/16
|
|
8/31/17
|
|
8/31/18
|
|
8/31/19
|
||||||||||||
Commercial Metals Company
|
|
$
|
100.00
|
|
|
$
|
93.73
|
|
|
$
|
95.63
|
|
|
$
|
119.37
|
|
|
$
|
139.66
|
|
|
$
|
104.07
|
|
S&P 500
|
|
100.00
|
|
|
100.48
|
|
|
113.09
|
|
|
131.45
|
|
|
157.30
|
|
|
161.89
|
|
||||||
S&P Steel
|
|
100.00
|
|
|
79.73
|
|
|
92.53
|
|
|
107.93
|
|
|
125.52
|
|
|
101.15
|
|
|
|
Year Ended August 31,
|
||||||||||||||||||
(in thousands, except per share data)
|
|
2019**
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Net sales*
|
|
$
|
5,829,002
|
|
|
$
|
4,643,723
|
|
|
$
|
3,844,069
|
|
|
$
|
3,596,068
|
|
|
$
|
4,452,026
|
|
Earnings from continuing operations
|
|
198,779
|
|
|
135,237
|
|
|
50,175
|
|
|
62,001
|
|
|
58,583
|
|
|||||
Basic earnings per share from continuing operations
|
|
1.69
|
|
|
1.16
|
|
|
0.43
|
|
|
0.54
|
|
|
0.50
|
|
|||||
Diluted earnings per share from continuing operations
|
|
1.67
|
|
|
1.14
|
|
|
0.43
|
|
|
0.53
|
|
|
0.50
|
|
|||||
Cash dividends per share
|
|
0.48
|
|
|
0.48
|
|
|
0.48
|
|
|
0.48
|
|
|
0.48
|
|
|||||
Capital expenditures
|
|
138,836
|
|
|
174,655
|
|
|
213,120
|
|
|
163,332
|
|
|
119,580
|
|
|
|
Year Ended August 31,
|
||||||||||||||||||
|
|
2019**
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Total assets
|
|
$
|
3,758,771
|
|
|
$
|
3,328,304
|
|
|
$
|
2,975,131
|
|
|
$
|
3,130,869
|
|
|
$
|
3,439,951
|
|
Long-term debt (includes current maturities)
|
|
1,244,653
|
|
|
1,158,365
|
|
|
824,762
|
|
|
1,071,417
|
|
|
1,282,355
|
|
|||||
Stockholders' equity
|
|
1,623,861
|
|
|
1,493,397
|
|
|
1,400,757
|
|
|
1,367,272
|
|
|
1,381,225
|
|
•
|
changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry;
|
•
|
rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of our fabrication contracts due to rising commodity prices;
|
•
|
excess capacity in our industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing;
|
•
|
compliance with and changes in environmental laws and regulations, including increased regulation associated with climate change and GHG emissions;
|
•
|
involvement in various environmental matters that may result in fines, penalties or judgments;
|
•
|
potential limitations in our or our customers' abilities to access credit and non-compliance by our customers with our contracts;
|
•
|
activity in repurchasing shares of our common stock under our repurchase program;
|
•
|
financial covenants and restrictions on the operation of our business contained in agreements governing our debt;
|
•
|
our ability to successfully identify, consummate, and integrate acquisitions and the effects that acquisitions may have on our financial leverage;
|
•
|
risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third-party consents and approvals;
|
•
|
failure to retain key management and employees of the Acquired Businesses;
|
•
|
issues or delays in the successful integration of the Acquired Businesses’ operations, systems and personnel with those of the Company, including the inability to substantially increase utilization of the Acquired Businesses' steel mini mills, and incurring or experiencing unanticipated costs and/or delays or difficulties;
|
•
|
unfavorable reaction to the Acquisition by customers, competitors, suppliers and employees;
|
•
|
lower than expected future levels of revenues and higher than expected future costs;
|
•
|
failure or inability to implement growth strategies in a timely manner;
|
•
|
impact of goodwill impairment charges;
|
•
|
impact of long-lived asset impairment charges;
|
•
|
currency fluctuations;
|
•
|
global factors, including political uncertainties and military conflicts;
|
•
|
availability and pricing of electricity, electrodes and natural gas for mill operations;
|
•
|
ability to hire and retain key executives and other employees;
|
•
|
competition from other materials or from competitors that have a lower cost structure or access to greater financial resources;
|
•
|
information technology interruptions and breaches in security;
|
•
|
ability to make necessary capital expenditures;
|
•
|
availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance;
|
•
|
unexpected equipment failures;
|
•
|
losses or limited potential gains due to hedging transactions;
|
•
|
litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks;
|
•
|
risk of injury or death to employees, customers or other visitors to our operations;
|
•
|
new and clarifying guidance with regard to interpretation of certain provisions of the TCJA that could impact our assessment; and
|
•
|
increased costs related to health care reform legislation.
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands except per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
5,829,002
|
|
|
$
|
4,643,723
|
|
|
$
|
3,844,069
|
|
Earnings
|
|
198,779
|
|
|
135,237
|
|
|
50,175
|
|
|||
Diluted earnings per share
|
|
1.67
|
|
|
1.14
|
|
|
0.43
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Net sales
|
|
$
|
1,146,546
|
|
|
$
|
1,365,429
|
|
Adjusted EBITDA
|
|
42,124
|
|
|
68,694
|
|
Average selling price (per ton)
|
|
|
|
|
||||
Ferrous
|
|
$
|
252
|
|
|
$
|
289
|
|
Nonferrous
|
|
2,006
|
|
|
2,238
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Net sales
|
|
$
|
3,068,274
|
|
|
$
|
1,996,903
|
|
Adjusted EBITDA
|
|
545,215
|
|
|
301,805
|
|
Average price (per ton)
|
|
|
|
|
||||
Total selling price
|
|
$
|
666
|
|
|
$
|
612
|
|
Cost of ferrous scrap utilized
|
|
284
|
|
|
303
|
|
||
Metal margin
|
|
382
|
|
|
309
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Net sales
|
|
$
|
2,223,379
|
|
|
$
|
1,427,882
|
|
Adjusted EBITDA
|
|
(123,014
|
)
|
|
(39,394
|
)
|
Average selling price (excluding stock and buyout sales) (per ton)
|
|
|
|
|
||||
Rebar and other
|
|
$
|
905
|
|
|
$
|
800
|
|
Tons shipped (in thousands)
|
|
|
|
|
||
Rebar and other
|
|
1,632
|
|
|
1,114
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Net sales
|
|
$
|
817,048
|
|
|
$
|
887,038
|
|
Adjusted EBITDA
|
|
100,102
|
|
|
131,720
|
|
||
|
|
|
|
|
||||
Average price (per ton)
|
|
|
|
|
||||
Total sales
|
|
$
|
528
|
|
|
$
|
560
|
|
Cost of ferrous scrap utilized
|
|
288
|
|
|
314
|
|
||
Metal margin
|
|
240
|
|
|
246
|
|
||
|
|
|
|
|
||||
Tons (in thousands)
|
|
|
|
|
||||
Melted
|
|
1,488
|
|
|
1,542
|
|
||
Rolled
|
|
1,261
|
|
|
1,317
|
|
||
Shipped
|
|
1,460
|
|
|
1,500
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Adjusted EBITDA
|
|
$
|
(140,342
|
)
|
|
$
|
(110,604
|
)
|
(in thousands)
|
|
Total Facility
|
|
Availability
|
||||
Cash and cash equivalents
|
|
$
|
192,461
|
|
|
$
|
192,461
|
|
Notes due from 2023 to 2027
|
|
980,000
|
|
|
*
|
|
||
Revolving credit facility
|
|
350,000
|
|
|
346,971
|
|
||
U.S. accounts receivables facility
|
|
200,000
|
|
|
149,809
|
|
||
Term Loan
|
|
210,125
|
|
|
—
|
|
||
Poland accounts receivables facility
|
|
55,204
|
|
|
46,257
|
|
||
Poland credit facilities
|
|
69,005
|
|
|
67,935
|
|
||
Other, including equipment notes
|
|
60,867
|
|
|
*
|
|
|
|
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)
|
|
$
|
1,254,921
|
|
|
$
|
17,439
|
|
|
$
|
229,876
|
|
|
$
|
344,981
|
|
|
$
|
662,625
|
|
Interest
|
|
365,908
|
|
|
62,387
|
|
|
122,700
|
|
|
90,327
|
|
|
90,494
|
|
|||||
Operating leases(2)
|
|
124,817
|
|
|
34,511
|
|
|
49,457
|
|
|
27,911
|
|
|
12,938
|
|
|||||
Purchase obligations(3)
|
|
373,058
|
|
|
308,175
|
|
|
50,659
|
|
|
10,594
|
|
|
3,630
|
|
|||||
U.S. federal repatriation tax liability
|
|
25,493
|
|
|
2,217
|
|
|
4,434
|
|
|
6,373
|
|
|
12,469
|
|
|||||
Total contractual cash obligations
|
|
$
|
2,144,197
|
|
|
$
|
424,729
|
|
|
$
|
457,126
|
|
|
$
|
480,186
|
|
|
$
|
782,156
|
|
(1)
|
Total amounts are included in the August 31, 2019 consolidated balance sheet. See Note 10, Credit Arrangements, for more information regarding scheduled maturities of our long-term debt.
|
(2)
|
Includes minimum lease payment obligations for noncancelable equipment and real estate leases in effect as of August 31, 2019. See Note 19, Commitments and Contingencies, for more information regarding minimum lease commitments payable for noncancelable operating leases.
|
(3)
|
Approximately 41% of these purchase obligations are for inventory items to be sold in the normal 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.
|
Functional Currency
|
|
Foreign Currency
|
|
|
|
|
|
|
||||||||
Type
|
|
Amount
(in thousands) |
|
Type
|
|
Amount
(in thousands) |
|
Range of
Hedge Rates (1) |
|
U.S.
Equivalent (in thousands) |
||||||
PLN
|
|
337,124
|
|
|
EUR
|
|
77,610
|
|
|
4.25
|
—
|
4.53
|
|
$
|
88,281
|
|
PLN
|
|
16,300
|
|
|
USD
|
|
4,276
|
|
|
3.73
|
—
|
3.94
|
|
4,276
|
|
|
USD
|
|
1,562
|
|
|
EUR
|
|
1,360
|
|
|
1.11
|
—
|
1.20
|
|
1,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
94,119
|
|
Terminal Exchange
|
|
Metal
|
|
Long/
Short |
|
# of
Lots |
|
Standard
Lot Size |
|
Total
Weight |
|
Range or
Amount of Hedge Rates Per MT/lb. (1) |
|
Total Contract
Value at Inception (in thousands) |
|||||
London Metal Exchange
|
|
Aluminum
|
|
Long
|
|
85
|
|
25 MT
|
|
2,125 MT
|
|
1,751.50
|
—
|
|
1,787.25
|
|
$
|
3,777
|
|
New York Mercantile Exchange
|
|
Copper
|
|
Long
|
|
45
|
|
25,000 lbs.
|
|
1,125,000 lbs.
|
|
253.30
|
—
|
|
268.00
|
|
2,914
|
|
|
New York Mercantile Exchange
|
|
Copper
|
|
Short
|
|
543
|
|
25,000 lbs.
|
|
13,575,000 lbs.
|
|
253.95
|
—
|
|
280.25
|
|
35,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
42,601
|
|
•
|
We tested the effectiveness of management’s controls over the calculation of contract costs incurred to date compared to total estimated contract costs for the input method, and management’s controls over the calculation of tons shipped compared to total estimated tons for the output method.
|
•
|
We selected a sample of contracts with customers that were recognized over time, for both the input method and the output method, and we performed the following:
|
◦
|
Obtained the initial contracts, change orders, initial estimated contract costs or tons, and any revisions to date, and evaluated whether the contracts were properly included in management’s calculation of revenue based on the terms and conditions of each contract.
|
◦
|
Obtained a schedule of costs or tons incurred to date by contract and tested such schedule for completeness and accuracy by obtaining supporting documents for fabricated steel products delivered and installation services provided, if applicable, and evaluated whether the costs or tons were properly included in the costs incurred to date.
|
◦
|
Evaluated management’s estimated cost to complete the contract, including remaining quantities and costs, by comparing the estimates to management’s job cost forecasts, and performing corroborating inquiries with the Company’s project managers.
|
◦
|
Tested the mathematical accuracy of management’s calculation of revenue recognized over time for each selection.
|
•
|
We evaluated management’s ability to accurately estimate total costs and total tons by comparing actual costs and actual tons at completion for contracts that were previously completed to management’s historical estimates for such contracts.
|
•
|
We tested the effectiveness of controls over the goodwill impairment assessment, including management’s controls over forecasts of future cash flows based on estimates of revenue growth rates and operating margins and the selection of the discount rate for the income approach, and determination of multiples of revenue and earnings for the market approach.
|
•
|
We evaluated the reasonableness of management’s forecasts of future cash flows based on revenue growth rates and operating margins by comparing the forecasts to (1) historical revenues and operating margins, (2) internal communications to management and the Board of Directors, and (3) forecasted information included in analyst and industry reports for the Company and certain of its peer companies.
|
•
|
With the assistance of our fair value specialists:
|
◦
|
We evaluated the reasonableness of the valuation methodologies.
|
◦
|
We evaluated the reasonableness of the discount rate used in the income approach by testing the underlying source information and the mathematical accuracy of the calculations, and developing an independent range of estimated discount rates and comparing that range to the discount rate used in the Company’s valuation.
|
◦
|
We evaluated the multiples of revenue and earnings used in the market approach, including testing the underlying source information and mathematical accuracy of the calculations.
|
•
|
We tested the effectiveness of controls over the determination of the fair value of assets acquired and liabilities assumed, including management’s controls over the assumptions used in: expected future cash flows and discount rates used to allocate the purchase price paid between the acquired mills and fabrication facilities; the cost approach for buildings, improvements and equipment including estimating the cost to acquire or construct comparable assets adjusted for age and condition; and the market approach for land.
|
•
|
We assessed the reasonableness of management’s expected future cash flows by comparing the assumptions used in the projections to historical results for the acquired mills and fabrication facilities and certain peer companies.
|
•
|
With the assistance of our fair value specialists:
|
◦
|
We evaluated the reasonableness of the valuation methodologies.
|
◦
|
We evaluated the discount rates, including testing the source information underlying the determination of the discount rates, testing the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management.
|
◦
|
We tested the estimated cost to acquire or construct comparable assets adjusted for age and condition used for the cost approach for buildings, improvements and equipment, including comparing such estimates to source information.
|
◦
|
We tested the underlying source information and mathematical accuracy of the calculations used for the market approach for land.
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
|
||||||||||||
|
|
Year Ended August 31,
|
||||||||||
(in thousands, except share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
5,829,002
|
|
|
$
|
4,643,723
|
|
|
$
|
3,844,069
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
5,025,514
|
|
|
4,021,558
|
|
|
3,322,711
|
|
|||
Selling, general and administrative expenses
|
|
463,271
|
|
|
401,452
|
|
|
387,354
|
|
|||
Loss on debt extinguishment
|
|
—
|
|
|
—
|
|
|
22,672
|
|
|||
Impairment of assets
|
|
384
|
|
|
14,372
|
|
|
1,730
|
|
|||
Interest expense
|
|
71,373
|
|
|
40,957
|
|
|
44,151
|
|
|||
|
|
5,560,542
|
|
|
4,478,339
|
|
|
3,778,618
|
|
|||
Earnings from continuing operations before income taxes
|
|
268,460
|
|
|
165,384
|
|
|
65,451
|
|
|||
Income taxes
|
|
69,681
|
|
|
30,147
|
|
|
15,276
|
|
|||
Earnings from continuing operations
|
|
198,779
|
|
|
135,237
|
|
|
50,175
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings (loss) from discontinued operations before income taxes
|
|
(528
|
)
|
|
3,235
|
|
|
(9,840
|
)
|
|||
Income taxes (benefit)
|
|
158
|
|
|
(34
|
)
|
|
(5,997
|
)
|
|||
Earnings (loss) from discontinued operations
|
|
(686
|
)
|
|
3,269
|
|
|
(3,843
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
198,093
|
|
|
$
|
138,506
|
|
|
$
|
46,332
|
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share*
|
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
|
$
|
1.69
|
|
|
$
|
1.16
|
|
|
$
|
0.43
|
|
Earnings (loss) from discontinued operations
|
|
(0.01
|
)
|
|
0.03
|
|
|
(0.03
|
)
|
|||
Net earnings
|
|
$
|
1.68
|
|
|
$
|
1.19
|
|
|
$
|
0.40
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share*
|
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
|
$
|
1.67
|
|
|
$
|
1.14
|
|
|
$
|
0.43
|
|
Earnings (loss) from discontinued operations
|
|
(0.01
|
)
|
|
0.03
|
|
|
(0.03
|
)
|
|||
Net earnings
|
|
$
|
1.66
|
|
|
$
|
1.17
|
|
|
$
|
0.39
|
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||||||||||
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net earnings
|
|
$
|
198,093
|
|
|
$
|
138,506
|
|
|
$
|
46,332
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
(29,718
|
)
|
|
(13,938
|
)
|
|
30,509
|
|
|||
Reclassification for translation loss realized upon liquidation of investment in foreign entity
|
|
857
|
|
|
2,079
|
|
|
968
|
|
|||
Foreign currency translation adjustment
|
|
(28,861
|
)
|
|
(11,859
|
)
|
|
31,477
|
|
|||
Net unrealized gain (loss) on derivatives:
|
|
|
|
|
|
|
||||||
Unrealized holding gain (loss)
|
|
(6
|
)
|
|
48
|
|
|
756
|
|
|||
Reclassification for gain included in net earnings
|
|
(244
|
)
|
|
(279
|
)
|
|
(1,355
|
)
|
|||
Net unrealized loss on derivatives
|
|
(250
|
)
|
|
(231
|
)
|
|
(599
|
)
|
|||
Defined benefit obligation:
|
|
|
|
|
|
|
||||||
Net gain (loss)
|
|
(2,629
|
)
|
|
(138
|
)
|
|
439
|
|
|||
Amortization of net loss
|
|
—
|
|
|
126
|
|
|
154
|
|
|||
Amortization of prior services
|
|
(25
|
)
|
|
(62
|
)
|
|
(70
|
)
|
|||
Reclassification for settlement losses
|
|
1,316
|
|
|
—
|
|
|
—
|
|
|||
Defined benefit obligation
|
|
(1,338
|
)
|
|
(74
|
)
|
|
523
|
|
|||
Other comprehensive income (loss)
|
|
(30,449
|
)
|
|
(12,164
|
)
|
|
31,401
|
|
|||
Comprehensive income
|
|
$
|
167,644
|
|
|
$
|
126,342
|
|
|
$
|
77,733
|
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
||||||||
|
|
August 31,
|
||||||
(in thousands, except share data)
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
192,461
|
|
|
$
|
622,473
|
|
Accounts receivable (less allowance for doubtful accounts of $8,403 and $4,489)
|
|
1,016,088
|
|
|
749,484
|
|
||
Inventories
|
|
692,368
|
|
|
589,005
|
|
||
Other current assets
|
|
179,088
|
|
|
116,243
|
|
||
Total current assets
|
|
2,080,005
|
|
|
2,077,205
|
|
||
Property, plant and equipment:
|
|
|
|
|
||||
Land
|
|
142,825
|
|
|
85,288
|
|
||
Buildings and improvements
|
|
750,381
|
|
|
631,501
|
|
||
Equipment
|
|
2,234,800
|
|
|
1,918,342
|
|
||
Construction in process
|
|
68,579
|
|
|
35,741
|
|
||
|
|
3,196,585
|
|
|
2,670,872
|
|
||
Less accumulated depreciation and amortization
|
|
(1,695,614
|
)
|
|
(1,595,834
|
)
|
||
Property, plant and equipment, net
|
|
1,500,971
|
|
|
1,075,038
|
|
||
Goodwill
|
|
64,138
|
|
|
64,310
|
|
||
Other noncurrent assets
|
|
113,657
|
|
|
111,751
|
|
||
Total assets
|
|
$
|
3,758,771
|
|
|
$
|
3,328,304
|
|
Liabilities and stockholders' equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
288,005
|
|
|
$
|
261,258
|
|
Accrued expenses and other payables
|
|
353,786
|
|
|
260,939
|
|
||
Acquired unfavorable contract backlog
|
|
35,360
|
|
|
—
|
|
||
Borrowings under accounts receivable programs
|
|
3,929
|
|
|
—
|
|
||
Current maturities of long-term debt
|
|
13,510
|
|
|
19,746
|
|
||
Total current liabilities
|
|
694,590
|
|
|
541,943
|
|
||
Deferred income taxes
|
|
79,290
|
|
|
37,834
|
|
||
Other noncurrent liabilities
|
|
133,620
|
|
|
116,325
|
|
||
Long-term debt
|
|
1,227,214
|
|
|
1,138,619
|
|
||
Total liabilities
|
|
2,134,714
|
|
|
1,834,721
|
|
||
Commitments and contingencies (Note 19)
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
||||
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 117,924,938 and 117,015,558 shares
|
|
1,290
|
|
|
1,290
|
|
||
Additional paid-in capital
|
|
358,668
|
|
|
352,674
|
|
||
Accumulated other comprehensive loss
|
|
(124,126
|
)
|
|
(93,677
|
)
|
||
Retained earnings
|
|
1,585,379
|
|
|
1,446,495
|
|
||
Less treasury stock, 11,135,726 and 12,045,106 shares at cost
|
|
(197,350
|
)
|
|
(213,385
|
)
|
||
Stockholders' equity
|
|
1,623,861
|
|
|
1,493,397
|
|
||
Stockholders' equity attributable to noncontrolling interests
|
|
196
|
|
|
186
|
|
||
Total equity
|
|
1,624,057
|
|
|
1,493,583
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
3,758,771
|
|
|
$
|
3,328,304
|
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from (used by) operating activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
198,093
|
|
|
$
|
138,506
|
|
|
$
|
46,332
|
|
Adjustments to reconcile net earnings to cash flows from (used by) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
158,671
|
|
|
131,659
|
|
|
125,071
|
|
|||
Amortization of acquired unfavorable contract backlog
|
|
(74,784
|
)
|
|
—
|
|
|
—
|
|
|||
Share-based compensation
|
|
25,106
|
|
|
23,929
|
|
|
30,311
|
|
|||
Deferred income taxes and other long-term taxes
|
|
49,523
|
|
|
14,377
|
|
|
(14,184
|
)
|
|||
Asset impairments
|
|
384
|
|
|
15,053
|
|
|
8,238
|
|
|||
Provision for losses on receivables, net
|
|
388
|
|
|
2,510
|
|
|
6,049
|
|
|||
Write-down of inventory
|
|
723
|
|
|
1,407
|
|
|
21,529
|
|
|||
Net (gain) loss on sales of a subsidiary, assets and other
|
|
(2,281
|
)
|
|
(1,322
|
)
|
|
6,049
|
|
|||
Loss on debt extinguishment
|
|
—
|
|
|
—
|
|
|
22,672
|
|
|||
Amortization of interest rate swaps termination gain
|
|
—
|
|
|
—
|
|
|
(11,657
|
)
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
27,204
|
|
|
(10,802
|
)
|
|
(78,527
|
)
|
|||
Inventories
|
|
89,664
|
|
|
(43,198
|
)
|
|
(98,835
|
)
|
|||
Accounts payable, accrued expenses and other payables
|
|
(15,315
|
)
|
|
(20,163
|
)
|
|
93,478
|
|
|||
Other operating assets and liabilities
|
|
(52,851
|
)
|
|
(15,423
|
)
|
|
(63,785
|
)
|
|||
Beneficial interest in securitized accounts receivable
|
|
(367,521
|
)
|
|
(670,457
|
)
|
|
(616,017
|
)
|
|||
Net cash flows from (used by) operating activities
|
|
37,004
|
|
|
(433,924
|
)
|
|
(523,276
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from (used by) investing activities:
|
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
|
(700,941
|
)
|
|
(6,980
|
)
|
|
(56,080
|
)
|
|||
Capital expenditures
|
|
(138,836
|
)
|
|
(174,655
|
)
|
|
(213,120
|
)
|
|||
Proceeds from the sale of discontinued operations and other
|
|
1,893
|
|
|
75,482
|
|
|
163,449
|
|
|||
Proceeds from insurance
|
|
4,405
|
|
|
27,375
|
|
|
—
|
|
|||
Proceeds from the sale of property, plant and equipment
|
|
3,910
|
|
|
8,103
|
|
|
3,164
|
|
|||
Advances under accounts receivable programs
|
|
—
|
|
|
226,325
|
|
|
193,432
|
|
|||
Repayments under accounts receivable programs
|
|
—
|
|
|
(304,178
|
)
|
|
(111,701
|
)
|
|||
Beneficial interest in securitized accounts receivable
|
|
367,521
|
|
|
670,457
|
|
|
616,017
|
|
|||
Net cash flows from (used by) investing activities
|
|
(462,048
|
)
|
|
521,929
|
|
|
595,161
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from (used by) financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
|
180,000
|
|
|
350,000
|
|
|
475,454
|
|
|||
Proceeds from accounts receivable programs
|
|
288,896
|
|
|
—
|
|
|
—
|
|
|||
Repayments under accounts receivable programs
|
|
(296,033
|
)
|
|
—
|
|
|
—
|
|
|||
Repayments of long-term debt
|
|
(127,704
|
)
|
|
(19,967
|
)
|
|
(711,850
|
)
|
|||
Cash dividends
|
|
(56,537
|
)
|
|
(56,076
|
)
|
|
(55,514
|
)
|
|||
Stock issued under incentive and purchase plans, net of forfeitures
|
|
(1,876
|
)
|
|
(9,302
|
)
|
|
(5,498
|
)
|
|||
Debt extinguishment costs
|
|
—
|
|
|
—
|
|
|
(22,672
|
)
|
|||
Debt issuance costs
|
|
—
|
|
|
(5,254
|
)
|
|
(4,449
|
)
|
|||
Other
|
|
10
|
|
|
31
|
|
|
36
|
|
|||
Net cash flows from (used by) financing activities
|
|
(13,244
|
)
|
|
259,432
|
|
|
(324,493
|
)
|
|||
Effect of exchange rate changes on cash
|
|
(598
|
)
|
|
(703
|
)
|
|
(1,213
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
(438,886
|
)
|
|
346,734
|
|
|
(253,821
|
)
|
|||
Cash, restricted cash and cash equivalents at beginning of year
|
|
632,615
|
|
|
285,881
|
|
|
539,702
|
|
|||
Cash, restricted cash and cash equivalents at end of year
|
|
$
|
193,729
|
|
|
$
|
632,615
|
|
|
$
|
285,881
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Supplemental information:
|
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
|
$
|
7,977
|
|
|
$
|
7,198
|
|
|
$
|
30,963
|
|
Cash paid for interest
|
|
65,190
|
|
|
39,972
|
|
|
65,672
|
|
|||
|
|
|
|
|
|
|
||||||
Noncash activities:
|
|
|
|
|
|
|
||||||
Liabilities related to additions of property, plant and equipment
|
|
57,640
|
|
|
32,274
|
|
|
51,330
|
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
192,461
|
|
|
622,473
|
|
|
252,595
|
|
|||
Restricted cash
|
|
1,268
|
|
|
10,142
|
|
|
33,286
|
|
|||
Total cash, cash equivalents and restricted cash
|
|
$
|
193,729
|
|
|
$
|
632,615
|
|
|
$
|
285,881
|
|
COMMERCIAL METALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
|
|||||||||||||||||||||||||
|
Common Stock
|
Additional
|
Accumulated
Other |
|
Treasury Stock
|
Non-
|
|
||||||||||||||||||
(in thousands, except share data)
|
Number of
Shares |
Amount
|
Paid-In
Capital |
Comprehensive Loss
|
Retained
Earnings |
Number of
Shares |
Amount
|
Controlling
Interests |
Total
|
||||||||||||||||
Balance at September 1, 2016
|
129,060,664
|
|
$
|
1,290
|
|
$
|
358,745
|
|
$
|
(112,914
|
)
|
$
|
1,372,988
|
|
(14,425,068
|
)
|
$
|
(252,837
|
)
|
$
|
159
|
|
$
|
1,367,431
|
|
Net earnings
|
|
|
|
|
46,332
|
|
|
|
|
46,332
|
|
||||||||||||||
Other comprehensive income
|
|
|
|
31,401
|
|
|
|
|
|
31,401
|
|
||||||||||||||
Dividends ($0.48 per share)
|
|
|
|
|
(55,514
|
)
|
|
|
|
(55,514
|
)
|
||||||||||||||
Issuance of stock under incentive and purchase plans, net of forfeitures
|
|
|
(26,126
|
)
|
|
|
1,158,140
|
|
20,753
|
|
|
(5,373
|
)
|
||||||||||||
Stock-based compensation
|
|
|
15,001
|
|
|
|
|
|
|
15,001
|
|
||||||||||||||
Contribution of noncontrolling interests
|
|
|
|
|
|
|
|
14
|
|
14
|
|
||||||||||||||
Reclassification of share-based liability awards
|
|
|
1,638
|
|
|
|
|
|
|
1,638
|
|
||||||||||||||
Balance, August 31, 2017
|
129,060,664
|
|
$
|
1,290
|
|
$
|
349,258
|
|
$
|
(81,513
|
)
|
$
|
1,363,806
|
|
(13,266,928
|
)
|
$
|
(232,084
|
)
|
$
|
173
|
|
$
|
1,400,930
|
|
Net earnings
|
|
|
|
|
138,506
|
|
|
|
|
138,506
|
|
||||||||||||||
Other comprehensive loss
|
|
|
|
(12,164
|
)
|
|
|
|
|
(12,164
|
)
|
||||||||||||||
Dividends ($0.48 per share)
|
|
|
|
|
(56,076
|
)
|
|
|
|
(56,076
|
)
|
||||||||||||||
Issuance of stock under incentive and purchase plans, net of forfeitures
|
|
|
(28,000
|
)
|
|
|
1,221,822
|
|
18,699
|
|
|
(9,301
|
)
|
||||||||||||
Stock-based compensation
|
|
|
16,168
|
|
|
|
|
|
|
16,168
|
|
||||||||||||||
Contribution of noncontrolling interests
|
|
|
|
|
|
|
|
13
|
|
13
|
|
||||||||||||||
Adoption of ASU 2018-02 - Reclassification of taxes
|
|
|
|
|
259
|
|
|
|
|
259
|
|
||||||||||||||
Reclassification of share-based liability awards
|
|
|
15,248
|
|
|
|
|
|
|
15,248
|
|
||||||||||||||
Balance at August 31, 2018
|
129,060,664
|
|
$
|
1,290
|
|
$
|
352,674
|
|
$
|
(93,677
|
)
|
$
|
1,446,495
|
|
(12,045,106
|
)
|
$
|
(213,385
|
)
|
$
|
186
|
|
$
|
1,493,583
|
|
Net earnings
|
|
|
|
|
198,093
|
|
|
|
|
198,093
|
|
||||||||||||||
Other comprehensive loss
|
|
|
|
(30,449
|
)
|
|
|
|
|
(30,449
|
)
|
||||||||||||||
Dividends ($0.48 per share)
|
|
|
|
|
(56,537
|
)
|
|
|
|
(56,537
|
)
|
||||||||||||||
Issuance of stock under incentive and purchase plans, net of forfeitures
|
|
|
(17,910
|
)
|
|
|
909,380
|
|
16,035
|
|
|
(1,875
|
)
|
||||||||||||
Stock-based compensation and other
|
|
|
20,977
|
|
|
75
|
|
|
|
|
21,052
|
|
|||||||||||||
Contribution of noncontrolling interests
|
|
|
|
|
|
|
|
10
|
|
10
|
|
||||||||||||||
Adoption of ASC 606 adjustment
|
|
|
|
|
(2,747
|
)
|
|
|
|
(2,747
|
)
|
||||||||||||||
Reclassification of share-based liability awards
|
|
|
2,927
|
|
|
|
|
|
|
2,927
|
|
||||||||||||||
Balance at August 31, 2019
|
129,060,664
|
|
$
|
1,290
|
|
$
|
358,668
|
|
$
|
(124,126
|
)
|
$
|
1,585,379
|
|
(11,135,726
|
)
|
$
|
(197,350
|
)
|
$
|
196
|
|
$
|
1,624,057
|
|
Buildings
|
7
|
to
|
40
|
years
|
Land improvements
|
3
|
to
|
25
|
years
|
Leasehold improvements
|
3
|
to
|
15
|
years
|
Equipment
|
3
|
to
|
25
|
years
|
|
|
Year Ended August 31, 2019
|
||||||||||
(in thousands)
|
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change - Higher (Lower)
|
||||||
Net sales
|
|
$
|
5,829,002
|
|
|
$
|
5,838,092
|
|
|
$
|
(9,090
|
)
|
Net earnings
|
|
198,093
|
|
|
205,147
|
|
|
(7,054
|
)
|
(in thousands)
|
|
Estimated Fair Value as of Acquisition Date
|
|
Measurement Period Adjustments
|
|
Estimated Fair Value
|
||||||
Cash and cash equivalents
|
|
$
|
6,399
|
|
|
$
|
—
|
|
|
$
|
6,399
|
|
Accounts receivable
|
|
308,074
|
|
|
(11,615
|
)
|
|
296,459
|
|
|||
Inventories
|
|
207,648
|
|
|
(5,566
|
)
|
|
202,082
|
|
|||
Other current assets
|
|
11,788
|
|
|
14,502
|
|
|
26,290
|
|
|||
Property, plant and equipment
|
|
424,541
|
|
|
(2,572
|
)
|
|
421,969
|
|
|||
Intangible assets
|
|
10,252
|
|
|
(10,252
|
)
|
|
—
|
|
|||
Deferred income taxes
|
|
10,567
|
|
|
(1,412
|
)
|
|
9,155
|
|
|||
Accounts payable-trade, accrued expenses and other payables
|
|
(128,183
|
)
|
|
(6,519
|
)
|
|
(134,702
|
)
|
|||
Acquired unfavorable contract backlog
|
|
(133,600
|
)
|
|
23,434
|
|
|
(110,166
|
)
|
|||
Other long-term liabilities
|
|
(9,920
|
)
|
|
—
|
|
|
(9,920
|
)
|
|||
Pension and other post retirement employment benefits
|
|
(6,365
|
)
|
|
—
|
|
|
(6,365
|
)
|
|||
Total assets acquired and liabilities assumed
|
|
$
|
701,201
|
|
|
$
|
—
|
|
|
$
|
701,201
|
|
(in thousands)
|
|
Year Ended August 31, 2019
|
||
Net sales
|
|
$
|
1,379,455
|
|
Earnings before income taxes
|
|
132,733
|
|
(in thousands)
|
|
Year Ended August 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Pro forma net sales (1)
|
|
$
|
6,033,908
|
|
|
$
|
6,303,812
|
|
Pro forma net earnings (2)
|
|
162,255
|
|
|
105,377
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Net sales
|
|
$
|
304,650
|
|
|
$
|
1,155,046
|
|
Costs and expenses:
|
|
|
|
|
||||
Cost of goods sold
|
|
276,184
|
|
|
1,089,837
|
|
||
Selling, general and administrative expenses
|
|
25,317
|
|
|
75,153
|
|
||
Interest expense
|
|
(86
|
)
|
|
(104
|
)
|
||
Earnings (loss) before income taxes
|
|
3,235
|
|
|
(9,840
|
)
|
||
Income taxes (benefit)
|
|
(34
|
)
|
|
(5,997
|
)
|
||
Earnings (loss) from discontinued operations
|
|
$
|
3,269
|
|
|
$
|
(3,843
|
)
|
(in thousands)
|
|
Foreign Currency Translation
|
|
Unrealized Gain (Loss) on Derivatives
|
|
Defined Benefit Obligation
|
|
Total AOCI
|
||||||||
Balance at September 1, 2016
|
|
$
|
(112,255
|
)
|
|
$
|
2,186
|
|
|
$
|
(2,845
|
)
|
|
$
|
(112,914
|
)
|
Other comprehensive income before reclassifications
|
|
30,509
|
|
|
1,003
|
|
|
678
|
|
|
32,190
|
|
||||
Amounts reclassified from AOCI
|
|
968
|
|
|
(1,845
|
)
|
|
115
|
|
|
(762
|
)
|
||||
Income taxes
|
|
—
|
|
|
243
|
|
|
(270
|
)
|
|
(27
|
)
|
||||
Net other comprehensive income (loss)
|
|
31,477
|
|
|
(599
|
)
|
|
523
|
|
|
31,401
|
|
||||
Balance at August 31, 2017
|
|
(80,778
|
)
|
|
1,587
|
|
|
(2,322
|
)
|
|
(81,513
|
)
|
||||
Other comprehensive income before reclassifications
|
|
(13,938
|
)
|
|
59
|
|
|
(575
|
)
|
|
(14,454
|
)
|
||||
Amounts reclassified from AOCI
|
|
2,079
|
|
|
(365
|
)
|
|
849
|
|
|
2,563
|
|
||||
Income taxes
|
|
—
|
|
|
75
|
|
|
(348
|
)
|
|
(273
|
)
|
||||
Net other comprehensive loss
|
|
(11,859
|
)
|
|
(231
|
)
|
|
(74
|
)
|
|
(12,164
|
)
|
||||
Balance at August 31, 2018
|
|
(92,637
|
)
|
|
1,356
|
|
|
(2,396
|
)
|
|
(93,677
|
)
|
||||
Other comprehensive loss before reclassifications
|
|
(29,718
|
)
|
|
(7
|
)
|
|
(3,346
|
)
|
|
(33,071
|
)
|
||||
Amounts reclassified from AOCI
|
|
857
|
|
|
(301
|
)
|
|
1,666
|
|
|
2,222
|
|
||||
Income taxes
|
|
—
|
|
|
58
|
|
|
342
|
|
|
400
|
|
||||
Net other comprehensive loss
|
|
(28,861
|
)
|
|
(250
|
)
|
|
(1,338
|
)
|
|
(30,449
|
)
|
||||
Balance at August 31, 2019
|
|
$
|
(121,498
|
)
|
|
$
|
1,106
|
|
|
$
|
(3,734
|
)
|
|
$
|
(124,126
|
)
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Contract assets (included in other current assets)
|
|
$
|
103,805
|
|
|
$
|
49,221
|
|
Contract liabilities (included in accrued expenses and other payables)
|
|
37,165
|
|
|
6,679
|
|
|
|
Year Ended August 31, 2019
|
||||||||||||||||||||||
(in thousands)
|
|
Americas Recycling
|
|
Americas Mills
|
|
Americas Fabrication
|
|
International Mill
|
|
Corporate and Other
|
|
Total
|
||||||||||||
Steel products
|
|
$
|
814
|
|
|
$
|
1,763,017
|
|
|
$
|
1,936,994
|
|
|
$
|
780,797
|
|
|
$
|
—
|
|
|
$
|
4,481,622
|
|
Ferrous scrap
|
|
412,456
|
|
|
33,716
|
|
|
8
|
|
|
1,350
|
|
|
—
|
|
|
447,530
|
|
||||||
Nonferrous scrap
|
|
493,225
|
|
|
14,453
|
|
|
—
|
|
|
11,009
|
|
|
—
|
|
|
518,687
|
|
||||||
Construction materials
|
|
—
|
|
|
—
|
|
|
259,685
|
|
|
—
|
|
|
—
|
|
|
259,685
|
|
||||||
Other
|
|
1,956
|
|
|
71,808
|
|
|
12,984
|
|
|
22,567
|
|
|
12,163
|
|
|
121,478
|
|
||||||
Total
|
|
$
|
908,451
|
|
|
$
|
1,882,994
|
|
|
$
|
2,209,671
|
|
|
$
|
815,723
|
|
|
$
|
12,163
|
|
|
$
|
5,829,002
|
|
|
|
Year Ended August 31, 2018*
|
||||||||||||||||||||||
(in thousands)
|
|
Americas Recycling
|
|
Americas Mills
|
|
Americas Fabrication
|
|
International Mill
|
|
Corporate and Other
|
|
Total
|
||||||||||||
Steel products
|
|
$
|
1,166
|
|
|
$
|
1,099,286
|
|
|
$
|
1,160,373
|
|
|
$
|
853,402
|
|
|
$
|
—
|
|
|
$
|
3,114,227
|
|
Ferrous scrap
|
|
516,133
|
|
|
33,154
|
|
|
27
|
|
|
1,288
|
|
|
—
|
|
|
550,602
|
|
||||||
Nonferrous scrap
|
|
598,970
|
|
|
17,714
|
|
|
—
|
|
|
13,925
|
|
|
—
|
|
|
630,609
|
|
||||||
Construction materials
|
|
—
|
|
|
—
|
|
|
249,538
|
|
|
—
|
|
|
—
|
|
|
249,538
|
|
||||||
Other
|
|
1,445
|
|
|
54,027
|
|
|
6,634
|
|
|
17,304
|
|
|
19,337
|
|
|
98,747
|
|
||||||
Total
|
|
$
|
1,117,714
|
|
|
$
|
1,204,181
|
|
|
$
|
1,416,572
|
|
|
$
|
885,919
|
|
|
$
|
19,337
|
|
|
$
|
4,643,723
|
|
|
|
Year Ended August 31, 2017*
|
||||||||||||||||||||||
(in thousands)
|
|
Americas Recycling
|
|
Americas Mills
|
|
Americas Fabrication
|
|
International Mill
|
|
Corporate and Other
|
|
Total
|
||||||||||||
Steel products
|
|
$
|
470
|
|
|
$
|
825,778
|
|
|
$
|
1,126,919
|
|
|
$
|
603,925
|
|
|
$
|
27,267
|
|
|
$
|
2,584,359
|
|
Ferrous scrap
|
|
383,164
|
|
|
29,193
|
|
|
4
|
|
|
1,080
|
|
|
—
|
|
|
413,441
|
|
||||||
Nonferrous scrap
|
|
480,676
|
|
|
15,917
|
|
|
—
|
|
|
9,627
|
|
|
—
|
|
|
506,220
|
|
||||||
Construction materials
|
|
—
|
|
|
—
|
|
|
228,910
|
|
|
—
|
|
|
—
|
|
|
228,910
|
|
||||||
Other
|
|
1,152
|
|
|
46,801
|
|
|
8,993
|
|
|
21,770
|
|
|
32,423
|
|
|
111,139
|
|
||||||
Total
|
|
$
|
865,462
|
|
|
$
|
917,689
|
|
|
$
|
1,364,826
|
|
|
$
|
636,402
|
|
|
$
|
59,690
|
|
|
$
|
3,844,069
|
|
(in thousands)
|
|
Total
|
|
U.S.*
|
|
Poland
|
|
Australia**
|
||||||||
Deferred purchase price
|
|
|
|
|
|
|
|
|
||||||||
Balance at September 1, 2016
|
|
$
|
289,748
|
|
|
$
|
212,762
|
|
|
$
|
50,324
|
|
|
$
|
26,662
|
|
Transfers of trade receivables
|
|
2,646,513
|
|
|
2,251,118
|
|
|
378,481
|
|
|
16,914
|
|
||||
Less: CPP
|
|
(1,899,088
|
)
|
|
(1,635,701
|
)
|
|
(249,850
|
)
|
|
(13,537
|
)
|
||||
Non-cash increase to DPP
|
|
747,425
|
|
|
615,417
|
|
|
128,631
|
|
|
3,377
|
|
||||
Cash collections of DPP
|
|
(616,017
|
)
|
|
(512,171
|
)
|
|
(99,455
|
)
|
|
(4,391
|
)
|
||||
Net repayments (advances)
|
|
(81,731
|
)
|
|
(90,000
|
)
|
|
—
|
|
|
8,269
|
|
||||
Exit from Programs
|
|
(124,302
|
)
|
|
(90,385
|
)
|
|
—
|
|
|
(33,917
|
)
|
||||
Net collections of DPP
|
|
(822,050
|
)
|
|
(692,556
|
)
|
|
(99,455
|
)
|
|
(30,039
|
)
|
||||
Balance at August 31, 2017
|
|
215,123
|
|
|
135,623
|
|
|
79,500
|
|
|
—
|
|
||||
Transfers of trade receivables
|
|
2,932,379
|
|
|
2,396,780
|
|
|
535,599
|
|
|
—
|
|
||||
Less: CPP
|
|
(2,187,377
|
)
|
|
(1,818,781
|
)
|
|
(368,596
|
)
|
|
—
|
|
||||
Non-cash increase to DPP
|
|
745,002
|
|
|
577,999
|
|
|
167,003
|
|
|
—
|
|
||||
Cash collections of DPP
|
|
(670,457
|
)
|
|
(531,541
|
)
|
|
(138,916
|
)
|
|
—
|
|
||||
Net repayments (advances)
|
|
77,853
|
|
|
90,000
|
|
|
(12,147
|
)
|
|
—
|
|
||||
Net collections of DPP
|
|
(592,604
|
)
|
|
(441,541
|
)
|
|
(151,063
|
)
|
|
—
|
|
||||
Balance at August 31, 2018
|
|
$
|
367,521
|
|
|
$
|
272,081
|
|
|
$
|
95,440
|
|
|
$
|
—
|
|
(in thousands)
|
|
Americas Recycling
|
|
Americas Mills
|
|
Americas Fabrication
|
|
International Mill
|
|
Corporate and Other*
|
|
Consolidated
|
|||||||||||||
Goodwill, gross
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at September 1, 2017
|
|
$
|
9,751
|
|
|
$
|
4,970
|
|
|
$
|
57,943
|
|
|
$
|
2,664
|
|
|
$
|
1,982
|
|
|
$
|
77,310
|
|
|
|
Dispositions, impairments and foreign currency translation
|
|
(208
|
)
|
|
—
|
|
|
(515
|
)
|
|
(96
|
)
|
|
—
|
|
|
(819
|
)
|
||||||
|
Reclassification to assets of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,982
|
)
|
|
(1,982
|
)
|
||||||
Balance at August 31, 2018
|
|
9,543
|
|
|
4,970
|
|
|
57,428
|
|
|
2,568
|
|
|
—
|
|
|
74,509
|
|
|||||||
|
Dispositions, impairments and foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(184
|
)
|
|
—
|
|
|
(184
|
)
|
||||||
Balance at August 31, 2019
|
|
9,543
|
|
|
4,970
|
|
|
57,428
|
|
|
2,384
|
|
|
—
|
|
|
74,325
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated impairment losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at September 1, 2017
|
|
(9,751
|
)
|
|
—
|
|
|
(493
|
)
|
|
(169
|
)
|
|
(1,982
|
)
|
|
(12,395
|
)
|
|||||||
|
Dispositions, impairments and foreign currency translation
|
|
208
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
214
|
|
||||||
|
Reclassification to assets of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,982
|
|
|
1,982
|
|
||||||
Balance at August 31, 2018
|
|
(9,543
|
)
|
|
—
|
|
|
(493
|
)
|
|
(163
|
)
|
|
—
|
|
|
(10,199
|
)
|
|||||||
|
Dispositions, impairments and foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||
Balance at August 31, 2019
|
|
(9,543
|
)
|
|
—
|
|
|
(493
|
)
|
|
(151
|
)
|
|
—
|
|
|
(10,187
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at September 1, 2017
|
|
—
|
|
|
4,970
|
|
|
57,450
|
|
|
2,495
|
|
|
—
|
|
|
64,915
|
|
|||||||
|
Dispositions, impairments and foreign currency translation
|
|
—
|
|
|
—
|
|
|
(515
|
)
|
|
(90
|
)
|
|
—
|
|
|
(605
|
)
|
||||||
Balance at August 31, 2018
|
|
—
|
|
|
4,970
|
|
|
56,935
|
|
|
2,405
|
|
|
—
|
|
|
64,310
|
|
|||||||
|
Dispositions, impairments and foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
—
|
|
|
(172
|
)
|
||||||
Balance at August 31, 2019
|
|
$
|
—
|
|
|
$
|
4,970
|
|
|
$
|
56,935
|
|
|
$
|
2,233
|
|
|
$
|
—
|
|
|
$
|
64,138
|
|
|
|
August 31, 2019
|
|
August 31, 2018
|
||||||||||||||||||||
(in thousands)
|
|
Gross
Carrying Amount |
|
Accumulated Amortization
|
|
Net
|
|
Gross
Carrying Amount |
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Customer base
|
|
$
|
6,088
|
|
|
$
|
4,081
|
|
|
$
|
2,007
|
|
|
$
|
6,254
|
|
|
$
|
3,416
|
|
|
$
|
2,838
|
|
Favorable land leases
|
|
4,146
|
|
|
749
|
|
|
3,397
|
|
|
4,476
|
|
|
755
|
|
|
3,721
|
|
||||||
Non-compete agreements
|
|
2,810
|
|
|
382
|
|
|
2,428
|
|
|
1,750
|
|
|
798
|
|
|
952
|
|
||||||
Brand name
|
|
628
|
|
|
454
|
|
|
174
|
|
|
928
|
|
|
662
|
|
|
266
|
|
||||||
Patents
|
|
6,993
|
|
|
1,709
|
|
|
5,284
|
|
|
6,993
|
|
|
777
|
|
|
6,216
|
|
||||||
Other
|
|
101
|
|
|
79
|
|
|
22
|
|
|
101
|
|
|
72
|
|
|
29
|
|
||||||
Total
|
|
$
|
20,766
|
|
|
$
|
7,454
|
|
|
$
|
13,312
|
|
|
$
|
20,502
|
|
|
$
|
6,480
|
|
|
$
|
14,022
|
|
Year Ended August 31,
|
|
(in thousands)
|
||
2020
|
|
$
|
2,047
|
|
2021
|
|
2,025
|
|
|
2022
|
|
1,748
|
|
|
2023
|
|
1,289
|
|
|
2024
|
|
1,252
|
|
|
|
Weighted Average
Interest Rate as of August 31, 2019 |
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
|
2019
|
|
2018
|
|||||
2027 Notes
|
|
5.375%
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
2026 Notes
|
|
5.750%
|
|
350,000
|
|
|
350,000
|
|
||
2023 Notes
|
|
4.875%
|
|
330,000
|
|
|
330,000
|
|
||
Term Loan
|
|
4.111%
|
|
210,125
|
|
|
142,500
|
|
||
Short-term borrowings
|
|
*
|
|
3,929
|
|
|
—
|
|
||
Other, including equipment notes
|
|
|
|
60,867
|
|
|
47,629
|
|
||
Total debt
|
|
|
|
1,254,921
|
|
|
1,170,129
|
|
||
Less debt issuance costs
|
|
|
|
10,268
|
|
|
11,764
|
|
||
Total amounts outstanding
|
|
|
|
1,244,653
|
|
|
1,158,365
|
|
||
Less current maturities
|
|
|
|
13,510
|
|
|
19,746
|
|
||
Less short-term borrowings
|
|
|
|
3,929
|
|
|
—
|
|
||
Current maturities of long-term debt and short-term borrowings
|
|
|
|
17,439
|
|
|
19,746
|
|
||
Long-term debt
|
|
|
|
$
|
1,227,214
|
|
|
$
|
1,138,619
|
|
Year Ended August 31,
|
|
(in thousands)
|
||
2020
|
|
$
|
17,439
|
|
2021
|
|
10,827
|
|
|
2022
|
|
219,049
|
|
|
2023
|
|
337,264
|
|
|
2024
|
|
7,717
|
|
|
Thereafter
|
|
662,625
|
|
|
Total long-term debt
|
|
1,254,921
|
|
|
Less debt issuance costs
|
|
10,268
|
|
|
Total long-term debt outstanding
|
|
$
|
1,244,653
|
|
Project
|
|
USBCDC Capital Contribution
|
|
Commonwealth Loan
|
|
Commonwealth Loan Rate / Maturity
|
|
Investment Fund(s)
|
|
QEI to CDE
|
|
CDE Loan
|
|
Ending Restricted Cash 8/31/2019
|
Micro mill
|
|
$17.7
|
|
$35.3
|
|
1.08% / December 24, 2045
|
|
USBCDC Investment Fund 156, LLC
|
|
$51.5
|
|
$50.7
|
|
$0.4
|
Spooler
|
|
6.7
|
|
14.0
|
|
1.39% / July 26, 2042
|
|
Twain Investment Fund 249, LLC
|
|
20.0
|
|
19.4
|
|
—
|
T-post shop
|
|
5.0
|
|
10.4
|
|
1.16% / March 23, 2047
|
|
Twain Investment Fund 219, LLC Twain Investment Fund 222
|
|
15.0
|
|
14.7
|
|
—
|
Commodity
|
|
Long/Short
|
|
Total
|
|||
Aluminum
|
|
Long
|
|
2,125
|
|
|
MT
|
Copper
|
|
Long
|
|
510
|
|
|
MT
|
Copper
|
|
Short
|
|
6,158
|
|
|
MT
|
|
|
|
|
Year Ended August 31,
|
||||||||||
Derivatives Not Designated as Hedging Instruments (in thousands)
|
|
Location
|
|
2019
|
|
2018
|
|
2017
|
||||||
Commodity
|
|
Cost of goods sold
|
|
$
|
1,716
|
|
|
$
|
7,043
|
|
|
$
|
(9,095
|
)
|
Foreign exchange
|
|
Cost of goods sold
|
|
—
|
|
|
(50
|
)
|
|
(47
|
)
|
|||
Foreign exchange
|
|
SG&A expenses
|
|
(543
|
)
|
|
110
|
|
|
(5,400
|
)
|
|||
Gain (loss) before income taxes
|
|
|
|
$
|
1,173
|
|
|
$
|
7,103
|
|
|
$
|
(14,542
|
)
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
(in thousands)
|
|
August 31, 2019
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investment deposit accounts (1)
|
|
$
|
66,240
|
|
|
$
|
66,240
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity derivative assets (2)
|
|
1,269
|
|
|
1,269
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange derivative assets (2)
|
|
569
|
|
|
—
|
|
|
569
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivative liabilities (2)
|
|
99
|
|
|
99
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange derivative liabilities (2)
|
|
899
|
|
|
—
|
|
|
899
|
|
|
—
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
(in thousands)
|
|
August 31, 2018
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investment deposit accounts (1)
|
|
$
|
541,101
|
|
|
$
|
541,101
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity derivative assets (2)
|
|
1,881
|
|
|
1,881
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange derivative assets (2)
|
|
407
|
|
|
—
|
|
|
407
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Commodity derivative liabilities (2)
|
|
301
|
|
|
301
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange derivative liabilities (2)
|
|
1,095
|
|
|
—
|
|
|
1,095
|
|
|
—
|
|
|
|
|
|
August 31, 2019
|
|
August 31, 2018
|
||||||||||||
(in thousands)
|
|
Fair Value Hierarchy
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
2027 Notes (1)
|
|
Level 2
|
|
$
|
300,000
|
|
|
$
|
303,810
|
|
|
$
|
300,000
|
|
|
$
|
281,655
|
|
2026 Notes (1)
|
|
Level 2
|
|
350,000
|
|
|
363,444
|
|
|
350,000
|
|
|
339,238
|
|
||||
2023 Notes (1)
|
|
Level 2
|
|
330,000
|
|
|
342,098
|
|
|
330,000
|
|
|
326,090
|
|
||||
Short-term borrowings (2)
|
|
Level 2
|
|
3,929
|
|
|
3,929
|
|
|
—
|
|
|
—
|
|
||||
Term Loan (2)
|
|
Level 2
|
|
210,125
|
|
|
210,125
|
|
|
142,500
|
|
|
142,500
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
|
$
|
194,986
|
|
|
$
|
86,731
|
|
|
$
|
25,506
|
|
Foreign
|
|
73,474
|
|
|
78,653
|
|
|
39,945
|
|
|||
Total
|
|
$
|
268,460
|
|
|
$
|
165,384
|
|
|
$
|
65,451
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
621
|
|
|
$
|
20,210
|
|
|
$
|
11,345
|
|
Foreign
|
|
14,006
|
|
|
18,308
|
|
|
9,464
|
|
|||
State and local
|
|
2,892
|
|
|
2,263
|
|
|
2,654
|
|
|||
Current taxes
|
|
17,519
|
|
|
40,781
|
|
|
23,463
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
United States
|
|
46,922
|
|
|
(11,501
|
)
|
|
(13,548
|
)
|
|||
Foreign
|
|
490
|
|
|
(169
|
)
|
|
(917
|
)
|
|||
State and local
|
|
4,908
|
|
|
1,002
|
|
|
281
|
|
|||
Deferred taxes
|
|
52,320
|
|
|
(10,668
|
)
|
|
(14,184
|
)
|
|||
Total income taxes on income
|
|
69,839
|
|
|
30,113
|
|
|
9,279
|
|
|||
Income taxes (benefit) on discontinued operations
|
|
158
|
|
|
(34
|
)
|
|
(5,997
|
)
|
|||
Income taxes on continuing operations
|
|
$
|
69,681
|
|
|
$
|
30,147
|
|
|
$
|
15,276
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Federal statutory rate
|
|
21.0
|
%
|
|
25.7
|
%
|
|
35.0
|
%
|
|||
Income tax expense at statutory rate
|
|
$
|
56,377
|
|
|
$
|
42,471
|
|
|
$
|
22,908
|
|
TCJA - Toll charge and related foreign tax credits
|
|
7,410
|
|
|
29,466
|
|
|
—
|
|
|||
TCJA - Remeasurement of deferred tax balances
|
|
(586
|
)
|
|
(25,515
|
)
|
|
—
|
|
|||
Foreign tax impairment on valuation of subsidiaries (1)
|
|
(29,697
|
)
|
|
22,315
|
|
|
(92,321
|
)
|
|||
Gain on international restructure (1)
|
|
—
|
|
|
18,926
|
|
|
—
|
|
|||
Change in valuation allowance
|
|
36,167
|
|
|
(20,839
|
)
|
|
113,135
|
|
|||
Nontaxable foreign interest (1)
|
|
(9,799
|
)
|
|
(17,414
|
)
|
|
(19,259
|
)
|
|||
Worthless stock deduction (2)
|
|
—
|
|
|
(6,084
|
)
|
|
—
|
|
|||
Foreign rate differential (3)
|
|
(1,466
|
)
|
|
(5,973
|
)
|
|
(7,518
|
)
|
|||
Research and experimentation credits
|
|
(580
|
)
|
|
(4,707
|
)
|
|
(1,034
|
)
|
|||
Audit settlement (4)
|
|
120
|
|
|
(3,187
|
)
|
|
(659
|
)
|
|||
State and local taxes
|
|
6,085
|
|
|
2,317
|
|
|
1,490
|
|
|||
Deferred compensation (5)
|
|
(395
|
)
|
|
(2,036
|
)
|
|
(2,101
|
)
|
|||
Section 199 manufacturing deduction
|
|
—
|
|
|
—
|
|
|
(1,407
|
)
|
|||
Other
|
|
6,045
|
|
|
407
|
|
|
2,042
|
|
|||
Income tax expense on continuing operations
|
|
$
|
69,681
|
|
|
$
|
30,147
|
|
|
$
|
15,276
|
|
Effective income tax rate from continuing operations
|
|
26.0
|
%
|
|
18.2
|
%
|
|
23.3
|
%
|
(1)
|
Fully offset by a valuation allowance.
|
(2)
|
Permanent tax benefit related to a worthless stock deduction from the reorganization and exit of the Company's steel trading business headquartered in the United Kingdom.
|
(3)
|
The impact of global income from operations in jurisdictions with lower statutory tax rates than the U.S., including Poland, which has a statutory income tax rate of 19.0%.
|
(4)
|
Includes the release of certain unrecognized tax benefits for which the accruals were greater than the amount assessed.
|
(5)
|
Nontaxable gain on assets related to the Company’s nonqualified Benefit Restoration Plan ("BRP").
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating losses and credits
|
|
$
|
295,241
|
|
|
$
|
285,847
|
|
Deferred compensation and employee benefits
|
|
24,432
|
|
|
21,333
|
|
||
Reserves and other accrued expenses
|
|
40,296
|
|
|
12,704
|
|
||
Allowance for doubtful accounts
|
|
2,537
|
|
|
2,258
|
|
||
Inventory
|
|
8,446
|
|
|
974
|
|
||
Intangibles
|
|
480
|
|
|
906
|
|
||
Other
|
|
10,600
|
|
|
469
|
|
||
Total deferred tax assets
|
|
382,032
|
|
|
324,491
|
|
||
Valuation allowance for deferred tax assets
|
|
(283,560
|
)
|
|
(268,554
|
)
|
||
Deferred tax assets, net
|
|
98,472
|
|
|
55,937
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
168,701
|
|
|
83,879
|
|
||
Other
|
|
1,182
|
|
|
1,053
|
|
||
Total deferred tax liabilities
|
|
169,883
|
|
|
84,932
|
|
||
Net deferred tax liabilities
|
|
$
|
(71,411
|
)
|
|
$
|
(28,995
|
)
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at September 1
|
|
$
|
3,121
|
|
|
$
|
9,283
|
|
|
$
|
9,522
|
|
Change for tax positions of prior years
|
|
5,531
|
|
|
3,121
|
|
|
—
|
|
|||
Reductions due to settlements with taxing authorities
|
|
—
|
|
|
(8,028
|
)
|
|
(239
|
)
|
|||
Reductions due to lapse of statute of limitations
|
|
—
|
|
|
(1,255
|
)
|
|
—
|
|
|||
Balance at August 31 (1)
|
|
$
|
8,652
|
|
|
$
|
3,121
|
|
|
$
|
9,283
|
|
(1)
|
The full balance of unrecognized income tax benefits in each year, if recognized, would have impacted the Company’s effective income tax rate at the end of each respective year.
|
|
|
Restricted Stock
Awards/Units |
|
Performance
Awards |
||
2019 grants
|
|
889,238
|
|
|
483,984
|
|
2018 grants
|
|
667,341
|
|
|
367,514
|
|
2017 grants
|
|
1,303,976
|
|
|
576,286
|
|
|
|
Number
|
|
Weighted Average
Grant-Date Fair Value |
|||
Outstanding as of September 1, 2016
|
|
2,700,230
|
|
|
$
|
16.49
|
|
Granted
|
|
1,462,442
|
|
|
16.17
|
|
|
Vested
|
|
(1,385,753
|
)
|
|
17.62
|
|
|
Forfeited
|
|
(323,339
|
)
|
|
16.58
|
|
|
Outstanding as of August 31, 2017
|
|
2,453,580
|
|
|
15.65
|
|
|
Granted
|
|
1,216,461
|
|
|
20.69
|
|
|
Vested
|
|
(1,685,898
|
)
|
|
18.00
|
|
|
Forfeited
|
|
(183,425
|
)
|
|
15.89
|
|
|
Outstanding as of August 31, 2018
|
|
1,800,718
|
|
|
16.82
|
|
|
Granted
|
|
1,505,449
|
|
|
17.75
|
|
|
Vested
|
|
(992,167
|
)
|
|
20.09
|
|
|
Forfeited
|
|
(34,432
|
)
|
|
17.90
|
|
|
Outstanding as of August 31, 2019
|
|
2,279,568
|
|
|
$
|
15.99
|
|
|
|
Number
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value
|
|||||
Outstanding as of September 1, 2016
|
|
358,994
|
|
|
$
|
14.39
|
|
|
|
|
|
||
Exercised
|
|
(235,687
|
)
|
|
14.72
|
|
|
|
|
|
|||
Forfeited/Expired
|
|
(14,000
|
)
|
|
14.05
|
|
|
|
|
|
|||
Outstanding as of August 31, 2017
|
|
109,307
|
|
|
$
|
13.72
|
|
|
1.3
|
|
$
|
564,826
|
|
Exercised
|
|
(51,961
|
)
|
|
15.03
|
|
|
|
|
|
|||
Forfeited/Expired
|
|
(9,107
|
)
|
|
13.17
|
|
|
|
|
|
|||
Outstanding as of August 31, 2018
|
|
48,239
|
|
|
$
|
12.42
|
|
|
0.5
|
|
$
|
442,962
|
|
Exercised
|
|
(38,182
|
)
|
|
11.60
|
|
|
|
|
|
|||
Forfeited/Expired
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding as of August 31, 2019
|
|
10,057
|
|
|
$
|
14.12
|
|
|
0.2
|
|
$
|
15,588
|
|
Exercisable at August 31, 2019
|
|
10,057
|
|
|
$
|
14.12
|
|
|
0.2
|
|
$
|
15,588
|
|
Remaining unvested stock appreciation rights expected to vest
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Shares subscribed
|
|
446,950
|
|
|
289,040
|
|
|
173,420
|
|
|||
Price per share
|
|
$
|
13.80
|
|
|
$
|
17.84
|
|
|
$
|
18.99
|
|
Shares purchased
|
|
226,860
|
|
|
123,930
|
|
|
166,220
|
|
|||
Price per share
|
|
$
|
17.84
|
|
|
$
|
18.99
|
|
|
$
|
12.04
|
|
Shares available for future issuance
|
|
2,753,214
|
|
|
|
|
|
(in thousands)
|
|
2019
|
||
Benefit obligation at beginning of year
|
|
$
|
—
|
|
Acquisition
|
|
26,336
|
|
|
Service cost
|
|
354
|
|
|
Interest cost
|
|
926
|
|
|
Actuarial loss
|
|
4,883
|
|
|
Benefits paid
|
|
(838
|
)
|
|
Benefit obligation at end of year
|
|
$
|
31,661
|
|
|
|
|
||
Fair value of plan assets at beginning of year
|
|
$
|
—
|
|
Acquisition
|
|
21,023
|
|
|
Actual return on plan assets
|
|
2,887
|
|
|
Administrative expenses
|
|
(69
|
)
|
|
Employer contributions
|
|
432
|
|
|
Benefits paid
|
|
(838
|
)
|
|
Fair value of plan assets at end of year
|
|
23,435
|
|
|
Funded status at end of year (net liability recognized in balance sheet as of August 31)
|
|
$
|
(8,226
|
)
|
|
|
|
||
Amounts recognized in accumulated other comprehensive income as of August 31
|
|
|
||
Net actuarial loss
|
|
$
|
2,823
|
|
(in thousands)
|
|
2019
|
||
Service cost
|
|
$
|
354
|
|
Expected administrative expenses
|
|
250
|
|
|
Interest cost
|
|
926
|
|
|
Expected return on plan assets
|
|
(1,008
|
)
|
|
Total net periodic benefit cost
|
|
522
|
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive income
|
|
|
||
Net actuarial loss arising during measurement period
|
|
2,823
|
|
|
Total recognized in other comprehensive income
|
|
2,823
|
|
|
Total recognized in net periodic benefit cost and other comprehensive income
|
|
$
|
3,345
|
|
|
|
2019
|
|
Effective discount rate for benefit obligations
|
|
3.2
|
%
|
|
|
2019
|
|
Effective rate for interest on benefit obligations
|
|
4.3
|
%
|
Effective rate for service cost
|
|
4.7
|
%
|
Expected long-term rate of return
|
|
6.0
|
%
|
|
|
Pension Assets
|
||||
|
|
Target Percent
|
|
2019
|
||
Fixed income securities
|
|
50%
|
—
|
55%
|
|
50.1%
|
Equity securities:
|
|
|
|
|
|
|
Domestic
|
|
25.0
|
—
|
30.0
|
|
26.0
|
International
|
|
10.0
|
—
|
15.0
|
|
12.7
|
Mutual funds
|
|
5.0
|
—
|
10.0
|
|
9.5
|
Cash
|
|
—
|
—
|
5.0
|
|
1.7
|
Total
|
|
|
|
|
|
100.0%
|
(in thousands)
|
|
Fair Value at Measurement Date
|
||
Asset Class
|
|
August 31, 2019
|
||
Fixed income securities
|
|
$
|
11,738
|
|
Equity securities:
|
|
|
||
Domestic
|
|
6,090
|
|
|
International
|
|
2,981
|
|
|
Mutual funds
|
|
2,232
|
|
|
Total equity securities
|
|
11,303
|
|
|
Cash
|
|
411
|
|
|
Total
|
|
23,452
|
|
|
Other
|
|
(17
|
)
|
|
Fair value of plan assets
|
|
$
|
23,435
|
|
Year Ended August 31,
|
|
(in thousands)
|
||
2020
|
|
$
|
1,265
|
|
2021
|
|
1,343
|
|
|
2022
|
|
1,408
|
|
|
2023
|
|
1,464
|
|
|
2024
|
|
1,515
|
|
|
Next five years
|
|
8,146
|
|
|
|
Year Ended August 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Earnings from continuing operations
|
|
$
|
198,779
|
|
|
$
|
135,237
|
|
|
$
|
50,175
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
||||||
Shares outstanding for basic earnings per share
|
|
117,834,558
|
|
|
116,822,583
|
|
|
115,654,466
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per share from continuing operations
|
|
$
|
1.69
|
|
|
$
|
1.16
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
||||||
Shares outstanding for basic earnings per share
|
|
117,834,558
|
|
|
116,822,583
|
|
|
115,654,466
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|||||
Stock-based incentive/purchase plans
|
|
1,290,070
|
|
|
1,323,265
|
|
|
1,709,942
|
|
|||
Shares outstanding for diluted earnings per share
|
|
119,124,628
|
|
|
118,145,848
|
|
|
117,364,408
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings per share from continuing operations
|
|
$
|
1.67
|
|
|
$
|
1.14
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
||||||
Anti-dilutive shares not included above
|
|
—
|
|
|
—
|
|
|
—
|
|
Year Ending August 31,
|
|
(in thousands)
|
||
2020
|
|
$
|
34,511
|
|
2021
|
|
27,383
|
|
|
2022
|
|
22,074
|
|
|
2023
|
|
17,433
|
|
|
2024
|
|
10,478
|
|
|
Thereafter
|
|
12,938
|
|
|
Total
|
|
$
|
124,817
|
|
|
|
Year Ended August 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Salaries and incentive compensation
|
|
$
|
133,705
|
|
|
$
|
106,123
|
|
Advance billings on contracts
|
|
41,631
|
|
|
7,109
|
|
||
Taxes other than income taxes
|
|
38,660
|
|
|
26,946
|
|
||
Worker's compensation and general liability insurance
|
|
38,485
|
|
|
23,462
|
|
(in thousands)
|
|
Americas Recycling
|
|
Americas Mills
|
|
Americas Fabrication
|
|
International Mill
|
|
Corporate and Other
|
|
Continuing Operations
|
||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales-unaffiliated customers
|
|
$
|
908,451
|
|
|
$
|
1,882,994
|
|
|
$
|
2,209,671
|
|
|
$
|
815,723
|
|
|
$
|
12,163
|
|
|
$
|
5,829,002
|
|
Intersegment sales
|
|
238,095
|
|
|
1,185,280
|
|
|
13,708
|
|
|
1,325
|
|
|
(1,438,408
|
)
|
|
—
|
|
||||||
Net sales
|
|
1,146,546
|
|
|
3,068,274
|
|
|
2,223,379
|
|
|
817,048
|
|
|
(1,426,245
|
)
|
|
5,829,002
|
|
||||||
Adjusted EBITDA
|
|
42,124
|
|
|
545,215
|
|
|
(123,014
|
)
|
|
100,102
|
|
|
(140,342
|
)
|
|
424,085
|
|
||||||
Interest expense*
|
|
3,097
|
|
|
16,186
|
|
|
27,656
|
|
|
2,493
|
|
|
21,941
|
|
|
71,373
|
|
||||||
Capital expenditures
|
|
22,560
|
|
|
54,069
|
|
|
12,490
|
|
|
40,337
|
|
|
9,380
|
|
|
138,836
|
|
||||||
Depreciation and amortization
|
|
16,825
|
|
|
91,326
|
|
|
17,567
|
|
|
25,993
|
|
|
6,941
|
|
|
158,652
|
|
||||||
Impairment of assets
|
|
—
|
|
|
—
|
|
|
369
|
|
|
15
|
|
|
—
|
|
|
384
|
|
||||||
Total assets**
|
|
257,517
|
|
|
1,667,366
|
|
|
1,106,420
|
|
|
464,177
|
|
|
263,291
|
|
|
3,758,771
|
|
||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales-unaffiliated customers
|
|
$
|
1,117,714
|
|
|
$
|
1,204,181
|
|
|
$
|
1,416,572
|
|
|
$
|
885,919
|
|
|
$
|
19,337
|
|
|
$
|
4,643,723
|
|
Intersegment sales
|
|
247,715
|
|
|
792,722
|
|
|
11,310
|
|
|
1,119
|
|
|
(1,052,866
|
)
|
|
—
|
|
||||||
Net sales
|
|
1,365,429
|
|
|
1,996,903
|
|
|
1,427,882
|
|
|
887,038
|
|
|
(1,033,529
|
)
|
|
4,643,723
|
|
||||||
Adjusted EBITDA
|
|
68,694
|
|
|
301,805
|
|
|
(39,394
|
)
|
|
131,720
|
|
|
(110,604
|
)
|
|
352,221
|
|
||||||
Interest expense*
|
|
3,605
|
|
|
5,317
|
|
|
14,295
|
|
|
2,699
|
|
|
15,041
|
|
|
40,957
|
|
||||||
Capital expenditures
|
|
8,592
|
|
|
121,029
|
|
|
14,386
|
|
|
23,552
|
|
|
3,808
|
|
|
171,367
|
|
||||||
Depreciation and amortization
|
|
17,246
|
|
|
61,512
|
|
|
13,537
|
|
|
27,255
|
|
|
11,958
|
|
|
131,508
|
|
||||||
Impairment of assets
|
|
180
|
|
|
8
|
|
|
14,157
|
|
|
27
|
|
|
—
|
|
|
14,372
|
|
||||||
Total assets**
|
|
291,838
|
|
|
1,115,339
|
|
|
739,151
|
|
|
485,548
|
|
|
696,428
|
|
|
3,328,304
|
|
||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales-unaffiliated customers
|
|
$
|
865,462
|
|
|
$
|
917,689
|
|
|
$
|
1,364,826
|
|
|
$
|
636,402
|
|
|
$
|
59,690
|
|
|
$
|
3,844,069
|
|
Intersegment sales
|
|
146,038
|
|
|
647,765
|
|
|
11,102
|
|
|
871
|
|
|
(805,776
|
)
|
|
—
|
|
||||||
Net sales
|
|
1,011,500
|
|
|
1,565,454
|
|
|
1,375,928
|
|
|
637,273
|
|
|
(746,086
|
)
|
|
3,844,069
|
|
||||||
Adjusted EBITDA
|
|
33,541
|
|
|
224,183
|
|
|
27,259
|
|
|
76,068
|
|
|
(125,229
|
)
|
|
235,822
|
|
||||||
Interest expense*
|
|
2,979
|
|
|
(3,394
|
)
|
|
9,899
|
|
|
3,079
|
|
|
31,588
|
|
|
44,151
|
|
||||||
Capital expenditures
|
|
7,148
|
|
|
172,738
|
|
|
15,495
|
|
|
12,603
|
|
|
5,090
|
|
|
213,074
|
|
||||||
Depreciation and amortization
|
|
15,501
|
|
|
49,419
|
|
|
13,400
|
|
|
25,830
|
|
|
20,340
|
|
|
124,490
|
|
||||||
Impairment of assets
|
|
559
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|
1,021
|
|
|
1,730
|
|
||||||
Total assets**
|
|
240,371
|
|
|
933,022
|
|
|
683,609
|
|
|
464,428
|
|
|
653,701
|
|
|
2,975,131
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Earnings from continuing operations
|
|
$
|
198,779
|
|
|
$
|
135,237
|
|
|
$
|
50,175
|
|
Interest expense
|
|
71,373
|
|
|
40,957
|
|
|
44,151
|
|
|||
Income taxes
|
|
69,681
|
|
|
30,147
|
|
|
15,276
|
|
|||
Depreciation and amortization
|
|
158,652
|
|
|
131,508
|
|
|
124,490
|
|
|||
Amortization of acquired unfavorable contract backlog
|
|
(74,784
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of assets
|
|
384
|
|
|
14,372
|
|
|
1,730
|
|
|||
Adjusted EBITDA from continuing operations
|
|
$
|
424,085
|
|
|
$
|
352,221
|
|
|
$
|
235,822
|
|
|
|
Year Ended August 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Geographic area:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
4,843,985
|
|
|
$
|
3,535,499
|
|
|
$
|
3,015,481
|
|
Europe
|
|
833,627
|
|
|
892,452
|
|
|
666,396
|
|
|||
Asia and other
|
|
151,390
|
|
|
215,772
|
|
|
162,192
|
|
|||
Net sales
|
|
$
|
5,829,002
|
|
|
$
|
4,643,723
|
|
|
$
|
3,844,069
|
|
|
|
August 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
|
$
|
1,426,131
|
|
|
$
|
1,001,102
|
|
|
$
|
971,881
|
|
Europe and other
|
|
173,087
|
|
|
171,505
|
|
|
187,995
|
|
|||
Total long-lived assets
|
|
$
|
1,599,218
|
|
|
$
|
1,172,607
|
|
|
$
|
1,159,876
|
|
|
|
Three Months Ended Fiscal 2019
|
||||||||||||||
(in thousands except per share data)
|
|
Nov. 30
|
|
Feb. 28
|
|
May 31
|
|
Aug. 31
|
||||||||
Net sales*
|
|
$
|
1,277,342
|
|
|
$
|
1,402,783
|
|
|
$
|
1,605,872
|
|
|
$
|
1,543,005
|
|
Gross profit*
|
|
158,909
|
|
|
150,290
|
|
|
241,630
|
|
|
252,659
|
|
||||
Net earnings from continuing operations
|
|
19,420
|
|
|
14,928
|
|
|
78,551
|
|
|
85,880
|
|
||||
Net earnings
|
|
19,742
|
|
|
13,850
|
|
|
78,390
|
|
|
86,111
|
|
||||
Basic EPS from continuing operations
|
|
0.17
|
|
|
0.13
|
|
|
0.67
|
|
|
0.73
|
|
||||
Diluted EPS from continuing operations
|
|
0.16
|
|
|
0.13
|
|
|
0.66
|
|
|
0.72
|
|
||||
Basic EPS
|
|
0.17
|
|
|
0.12
|
|
|
0.66
|
|
|
0.73
|
|
||||
Diluted EPS
|
|
0.17
|
|
|
0.12
|
|
|
0.66
|
|
|
0.72
|
|
|
|
Three Months Ended Fiscal 2018
|
||||||||||||||
(in thousands except per share data)
|
|
Nov. 30
|
|
Feb. 28
|
|
May 31
|
|
Aug. 31
|
||||||||
Net sales*
|
|
$
|
1,076,533
|
|
|
$
|
1,054,268
|
|
|
$
|
1,204,484
|
|
|
$
|
1,308,438
|
|
Gross profit*
|
|
143,017
|
|
|
127,167
|
|
|
168,570
|
|
|
183,411
|
|
||||
Net earnings from continuing operations
|
|
31,871
|
|
|
9,781
|
|
|
42,325
|
|
|
51,260
|
|
||||
Net earnings
|
|
36,810
|
|
|
10,169
|
|
|
39,965
|
|
|
51,560
|
|
||||
Basic EPS from continuing operations
|
|
0.27
|
|
|
0.08
|
|
|
0.36
|
|
|
0.44
|
|
||||
Diluted EPS from continuing operations
|
|
0.27
|
|
|
0.08
|
|
|
0.36
|
|
|
0.43
|
|
||||
Basic EPS
|
|
0.32
|
|
|
0.09
|
|
|
0.34
|
|
|
0.44
|
|
||||
Diluted EPS
|
|
0.31
|
|
|
0.09
|
|
|
0.34
|
|
|
0.44
|
|
Plan Category
|
|
(A)
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
|
(B)
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights |
|
(C)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) |
Equity
|
|
|
|
|
|
|
Compensation plans approved by security holders
|
|
2,289,625
|
|
$15.98
|
|
8,021,005
|
Equity
|
|
|
|
|
|
|
Compensation plans not approved by security holders
|
|
—
|
|
—
|
|
—
|
Total
|
|
2,289,625
|
|
$15.98
|
|
8,021,005
|
EXHIBIT
|
|
|
NO.
|
|
DESCRIPTION
|
2(a)
|
|
|
|
|
|
3(i)(a)
|
|
|
|
|
|
3(i)(b)
|
|
|
|
|
|
3(i)(c)
|
|
|
|
|
|
3(i)(d)
|
|
|
|
|
|
3(i)(e)
|
|
|
|
|
|
3(i)(f)
|
|
|
|
|
|
3(ii)
|
|
|
|
|
|
4(i)(a)
|
|
|
|
|
|
4(i)(b)
|
|
|
|
|
|
4(i)(c)
|
|
|
|
|
4(i)(d)
|
|
|
|
|
|
4(i)(e)
|
|
|
|
|
|
4(i)(f)
|
|
|
|
|
|
4(i)(g)
|
|
|
|
|
|
4(ii)(a)
|
|
|
|
|
|
10(i)(a)
|
|
|
|
|
|
10(i)(b)
|
|
|
|
|
|
10(i)(c)
|
|
|
|
|
|
10(i)(d)
|
|
|
|
|
|
10(i)(e)
|
|
|
|
|
|
10(i)(f)
|
|
|
|
|
|
10(i)(g)
|
|
|
|
|
|
10(i)(h)
|
|
|
|
|
|
10(i)(i)
|
|
|
|
|
|
10(i)(j)
|
|
|
|
|
|
10(i)(k)
|
|
|
|
|
|
10(i)(l)
|
|
|
|
|
|
10(i)(m)
|
|
|
|
|
|
10(i)(n)
|
|
|
|
|
|
10(i)(o)
|
|
|
|
|
|
10(i)(p)
|
|
|
|
|
|
10(i)(q)
|
|
|
|
|
|
10(ii)(a)
|
|
|
|
|
|
10(iii)(a)*
|
|
|
|
|
|
10(iii)(b)*
|
|
|
|
|
|
10(iii)(c)*
|
|
|
|
|
|
10(iii)(d)*
|
|
|
|
|
|
10(iii)(e)*
|
|
|
|
|
|
10(iii)(f)*
|
|
|
|
|
|
10(iii)(g)*
|
|
|
|
|
|
10(iii)(h)*
|
|
|
|
|
|
10(iii)(i)*
|
|
|
|
|
|
10(iii)(j)*
|
|
|
|
|
|
10(iii)(k)*
|
|
|
|
|
|
10(iii)(l)*
|
|
|
|
|
|
10(iii)(m)*
|
|
|
|
|
|
10(iii)(n)*
|
|
|
|
|
|
10(iii)(o)*
|
|
|
|
|
|
10(iii)(p)*
|
|
|
|
|
|
10(iii)(q)*
|
|
|
|
|
|
10(iii)(r)*
|
|
|
|
|
|
21
|
|
|
|
|
|
23
|
|
|
|
|
|
31(a)
|
|
|
|
|
|
31(b)
|
|
|
|
|
|
32(a)
|
|
|
|
|
|
32(b)
|
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document (filed herewith).
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document (filed herewith).
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
|
|
|
|
104
|
|
Cover Page Interactive Data File
|
|
|
|
*
|
Denotes management contract or compensatory plan.
|
|
|
|
|
|
|
Additions
|
|
Deductions
|
|
|
||||||||||||||||
Description (in thousands)
|
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
Balance at End of Period
|
||||||||||||||
Year Ended August 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
4,489
|
|
|
|
|
1,820
|
|
|
4,718
|
|
|
(1)
|
|
(75
|
)
|
|
(2,549
|
)
|
|
(2)
|
|
$
|
8,403
|
|
Deferred tax valuation allowance
|
|
268,554
|
|
|
|
|
22,220
|
|
|
|
|
|
|
|
(7,214
|
)
|
|
|
|
|
|
|
283,560
|
|
||
Year Ended August 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
4,146
|
|
|
(3)
|
|
2,645
|
|
|
(165
|
)
|
|
(1)
|
|
(136
|
)
|
|
(2,001
|
)
|
|
(2)
|
|
$
|
4,489
|
|
Deferred tax valuation allowance
|
|
273,991
|
|
|
|
|
31,471
|
|
|
|
|
|
|
|
(36,908
|
)
|
|
|
|
|
|
|
268,554
|
|
||
Year Ended August 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful accounts
|
|
$
|
6,427
|
|
|
|
|
7,108
|
|
|
1,074
|
|
|
(1)
|
|
(1,059
|
)
|
|
(4,885
|
)
|
|
(2)
|
|
$
|
8,665
|
|
Deferred tax valuation allowance
|
|
153,011
|
|
|
|
|
127,660
|
|
|
|
|
|
|
|
(6,680
|
)
|
|
|
|
|
|
|
273,991
|
|
(1)
|
Recoveries and translation adjustments.
|
(2)
|
Uncollectable accounts charged to the allowance. For the years ended August 31, 2018 and 2017, $166 and $(1,841) were reclassified to the fair value of the deferred purchase price under our sale of accounts receivables program, respectively. In 2019, there were no reclassifications due to the adoption of ASU 2016-15 as described in Note 7, Accounts Receivable Programs, in Part II, Item 8 of this Annual Report.
|
(3)
|
The balance at end of the period for the year ended August 31, 2017 differs from the balance at the beginning of the period for the year ended August 31, 2018 due to the reclassification of certain trade receivables, including any related allowance for doubtful accounts, related to discontinued operations, which have been reclassified as assets held for sale on the consolidated balance sheets.
|
|
|
|
|
|
|
COMMERCIAL METALS COMPANY
|
|
||
|
By
|
/s/ Barbara R. Smith
|
|
|
|
|
Barbara R. Smith
|
|
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
|
|
|
Date:
|
October 23, 2019
|
|
|
|
|
|
|
/s/ Barbara R. Smith
|
|
/s/ J. David Smith
|
|
|
|
Barbara R. Smith, October 23, 2019
|
|
J. David Smith, October 23, 2019
|
Chairman of the Board, President and Chief Executive Officer
|
|
Director
|
|
|
|
/s/ Joseph C. Winkler
|
|
/s/ Charles L. Szews
|
|
|
|
Joseph C. Winkler, October 23, 2019
|
|
Charles L. Szews, October 23, 2019
|
Lead Director
|
|
Director
|
|
|
|
/s/ Vicki L. Avril
|
|
/s/ Richard B. Kelson
|
|
|
|
Vicki L. Avril, October 23, 2019
|
|
Richard B. Kelson, October 23, 2019
|
Director
|
|
Director
|
|
|
|
/s/ Rhys J. Best
|
|
/s/ Paul J. Lawrence
|
|
|
|
Rhys J. Best, October 23, 2019
|
|
Paul J. Lawrence, October 23, 2019
|
Director
|
|
Vice President and Chief Financial Officer
|
|
|
|
/s/ Rick J. Mills
|
|
/s/ Adam R. Hickey
|
|
|
|
Rick J. Mills, October 23, 2019
|
|
Adam R. Hickey, October 23, 2019
|
Director
|
|
Vice President and Chief Accounting Officer
|
|
|
|
/s/ Sarah Raiss
|
|
|
|
|
|
Sarah Raiss, October 23, 2019
|
|
|
Director
|
|
|
|
|
|
1 Year Commercial Metals Chart |
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