Obligation Commerce Metals 6.5% ( US201723AH68 ) en USD

Commerce Metals

100 % ⇌

Etas-Unis

US201723AH68 ( en USD )

6.5% par an ( paiement semestriel )

15/07/2017 - Obligation échue

Prospectus brochure de l'obligation Commercial Metals US201723AH68 en USD 6.5%, échue

1 000 USD

400 000 000 USD

201723AH6

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

Commercial Metals Company (CMC) est un producteur et distributeur intégré de produits en acier, notamment des barres d'armature, des tubes et des poutrelles, desservant les marchés de la construction, de l'énergie et de l'industrie.

L'Obligation émise par Commerce Metals ( Etas-Unis ) , en USD, avec le code ISIN US201723AH68, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2017

L'Obligation émise par Commerce Metals ( Etas-Unis ) , en USD, avec le code ISIN US201723AH68, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Commerce Metals ( Etas-Unis ) , en USD, avec le code ISIN US201723AH68, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d48076b2e424b2.htm PROSPECTUS SUPPLEMENT
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Table of Contents

Filed Pursuant to Rule 424(b)(2)
A filing fee of $12,280, calculated in accordance with Rule 457(r), has been transmitted to the SEC in
connection with the securities offered from the registration statement (File No. 333-144500) by means
of this prospectus supplement.

Prospectus Supplement
July 12, 2007
(To Prospectus dated July 12, 2007)

$400,000,000

Commercial Metals Company

6.50% Notes due 2017

The Notes will mature on July 15, 2017 (the "Notes"). The Notes will bear interest at a rate of 6.50% per
year. Interest on the Notes will be paid on January 15 and July 15 of each year, beginning January 15, 2008.

At our option, we may redeem some or all of the Notes at any time at the redemption price described in
"Description of the Notes -- Optional Redemption."

Upon the occurrence of a change of control triggering event, we will be required to make an offer to
repurchase all outstanding Notes at a price in cash equal to 101% of the principal amount of the Notes, plus
any accrued and unpaid interest to, but not including, the purchase date. See "Description of the Notes --
Change of Control Offer."

The Notes will be unsecured and will rank equally with all of our unsecured and unsubordinated
indebtedness from time to time outstanding.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-5 of
this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per Note
Total

Public Offering Price(1)
99.906% $ 399,624,000
Underwriting Discount
0.650% $ 2,600,000
Proceeds, Before Expenses, to the Company(1)
99.256% $ 397,024,000

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(1) Plus accrued interest, if any, from July 17, 2007, if settlement occurs after that date.

The Notes will not be listed on any securities exchange or quoted on any automated dealer quotation
system. Currently there is no public market for the Notes.

We expect to deliver the Notes to investors in registered book-entry form through the facilities of The
Depository Trust Company and its participants on or about July 17, 2007.

Joint Book-Running Managers

Banc of America Securities LLC
ABN AMRO Incorporated
Senior Co-Managers

BNP PARIBAS
JPMorgan
HSBC
Scotia Capital
Co-Managers
BMO Capital Markets
Lazard Capital Markets
Fortis Securities LLC
Wells Fargo Securities

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You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We are not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information contained in or incorporated by reference in
this prospectus supplement or the accompanying prospectus is accurate as of any date other than the
date on the front of this prospectus supplement.

TABLE OF CONTENTS

Prospectus Supplement

Page

Summary
S-1
Risk Factors
S-5
Forward-Looking Statements
S-8
Use of Proceeds
S-9
Capitalization
S-10
Description of the Notes
S-11
Material U.S. Federal Income Tax Considerations
S-18
Underwriting
S-22
Legal Matters
S-23
Where You Can Find More Information
S-23
Incorporation by Reference
S-23

Prospectus
About This Prospectus

1
About the Registrant

1
Risk Factors

1
Forward-Looking Statements

1
Use of Proceeds

2
Ratio of Earnings to Fixed Charges

2
Description of Debt Securities

3
Taxation

14
Plan of Distribution

14
Legal Matters

17
Experts

17
Where You Can Find More Information

17
Incorporation by Reference

17

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Table of Contents

SUMMARY

This summary highlights information contained elsewhere or incorporated by reference in
this prospectus supplement and the accompanying prospectus. This is not intended to be a
complete description of the matters covered in this prospectus supplement and the
accompanying prospectus and is subject, and qualified in its entirety by reference, to the more
detailed information and financial statements (including the notes thereto) included or
incorporated by reference in this prospectus supplement and the accompanying prospectus.
Unless otherwise indicated, all references to "Commercial Metals Company," the "Company,"
"we," "us" and "our" refer to Commercial Metals Company and its consolidated subsidiaries.

The Company

General

We manufacture, recycle, market and distribute steel and metal products and related
materials and services through a network of locations located throughout the United States and
internationally. We consider our business to be organized into five segments: domestic mills,
our Polish mill CMC Zawiercie S.A. ("CMCZ") and related operations, domestic fabrication,
recycling and marketing and distribution.

We were incorporated in 1946 in the State of Delaware. Our predecessor company, a metals
recycling business, has existed since approximately 1915. We maintain our executive offices at
6565 MacArthur Boulevard in Irving, Texas, telephone number (214) 689-4300.

Recent Developments

On March 2, 2007, the Company purchased all of the minority shares of CMCZ owned by
the Polish Ministry of State Treasury for approximately $59.5 million, making the Company the
owner of approximately 99% of the outstanding shares of CMCZ.

On April 17, 2007, the Company completed the acquisition of substantially all of the
operating assets of Nicholas J. Bouras, Inc., and its subsidiaries, United Steel Deck, Inc., The
New Columbia Joist Company, and ABA Trucking Corporation. United Steel Deck, Inc.
manufactures steel deck at facilities in South Plainfield, New Jersey; Peru, Illinois; and Rock
Hill, South Carolina. The New Columbia Joist Company manufactures steel joists in New
Columbia, Pennsylvania. ABA Trucking Corporation provides delivery services for United
Steel Deck, Inc. and The New Columbia Joist Company. The purchase price was approximately
$145.9 million, including inventory. The acquired assets have been combined with CMC Joist
and operate under the trade name CMC Joist & Deck as part of our domestic fabrication
segment.

This acquisition adds joist manufacturing capacity to meet the needs of our customers in the
Northeast and establishes CMC Joist as a manufacturer of steel deck. We believe the acquisition
is complementary to our current operations, providing both geographic and product growth
opportunities.
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S-1
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Table of Contents
The Offering

Issuer
Commercial Metals Company.

Securities Offered
$400,000,000 aggregate principal amount of Notes due
2017.

Maturity
July 15, 2017.

Interest
Interest on the Notes will accrue at the rate of 6.50% per
year and will be payable in cash in arrears on January 15
and July 15 of each year, beginning on January 15, 2008.

Ranking
The Notes will rank equally in right of payment with all of
our unsecured and unsubordinated indebtedness from time
to time outstanding.

Further Issuances
We may at our option and with the consent of the existing
holders of the Notes issue additional debt securities having
the same terms as the Notes offered hereby. Such debt
securities will be treated as part of the same series as the
Notes under the indenture governing the terms of the Notes.

Sinking Fund
None.

Optional Redemption
At our option, we may redeem some or all of the Notes at
any time at the redemption price described in "Description
of the Notes -- Optional Redemption."

Change of Control Offer
Upon the occurrence of a change of control triggering event,
we will be required to make an offer to repurchase all
outstanding Notes at a price in cash equal to 101% of the
principal amount of the Notes, plus any accrued and unpaid
interest to, but not including, the purchase date. See
"Description of the Notes -- Change of Control Offer."

Use of Proceeds
The net proceeds from this offering, after deducting
underwriting discounts and expenses of the offering, are
estimated to be approximately $397,000,000. We intend to
use a substantial portion of the net proceeds from this
offering (i) to repay our 6.80% notes that are due August 1,
2007, (ii) to repay commercial paper and other short term
domestic bank borrowings, (iii) to fund construction of and
working capital for a micro mill in Arizona currently
anticipated to begin operations in May 2009, and (iv) for
general corporate purposes, which may include acquisitions.
See "Use of Proceeds."

Trading
We do not intend to list the Notes on any national securities
exchange or have them quoted on any automated dealer
quotation system. The Notes will be new securities for
which there is currently no public market. See "Risk
Factors-Risks Related to the Notes-There is no public
market for the Notes, and a market for the Notes may not
develop."

Risk Factors
Investing in the Notes involves risks. See "Risk Factors"
and other information in this prospectus supplement and the
accompanying prospectus for a discussion of factors you
should consider carefully before deciding to invest in the
Notes.
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Summary Financial Data

The selected income statement data and balance sheet data presented below are for the nine
months ended May 31, 2007 and May 31, 2006 and for the years ended August 31, 2006, 2005,
2004, 2003 and 2002. The selected financial data should be read in conjunction with our
consolidated financial statements and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" of our annual report on Form 10-K filed with the
Securities and Exchange Commission (the "SEC") for the year ended August 31, 2006
incorporated by reference into this prospectus supplement and accompanying prospectus. The
results for the nine months ended May 31, 2007 are not necessarily indicative of the results for
the year ending August 31, 2007.

Nine Months

Ended

May 31, May 31,
Year Ended August 31,

(in millions except share data and ratios) 2007 2006 2006 2005 2004 2003 2002

Income Statement Data:

Net Sales
$ 6,348 $ 5,306 $ 7,556 $ 6,593 $ 4,768 $ 2,876 $ 2,480
Cost and Expenses

Cost of goods sold
5,488 4,570 6,477 5,694 4,161 2,587 2,162
Selling, general and administrative
expenses

440
356
495
425
364
243
236
Interest expense

27
21
30
31
28
16
19
Loss on reacquisition of debt

--
--
--
--
3
--
--

5,955 4,947 7,002 6,150 4,556 2,846 2,417

Earnings Before Income Taxes and
Minority Interests

393
359
554
443
212
30
63
Income Taxes

133
129
188
158
65
11
22

Earnings Before Minority Interests

260
230
366
285
147
19
41
Minority Interests

9
2
10
(1 )
15
--
--
Net Earnings
$
251 $
228 $
356 $
286 $
132 $
19 $
41
Basic earnings per share
$ 2.13 $ 1.93 $ 3.02 $ 2.42 $ 1.15 $ 0.17 $ 0.37
Diluted earnings per share
$ 2.06 $ 1.84 $ 2.89 $ 2.32 $ 1.11 $ 0.17 $ 0.36
Cash dividends per common share
$ 0.24 $ 0.11 $ 0.17 $ 0.12 $ 0.09 $ 0.08 $ 0.07
Other Financial Data:

EBITDA(1)
$
486 $
439 $
659 $
552 $
296 $
107 $
143
Ratio of earnings to fixed charges(2)
12.02 13.35 14.80 12.43
7.30
2.57
3.77
Ratio of EBITDA to interest expense

18.2
21.1
22.3
17.7
10.5
7.0
7.7
Ratio of total debt to EBITDA

1.15
0.96
0.67
0.72
1.40
2.60
1.79
Balance Sheet Data (at end of period):

Cash and cash equivalents
$ 73.1 $ 123.2 $ 180.7 $ 119.4 $ 123.6 $ 75.1 $ 124.4
Total assets
$ 3,264.2 $ 2,646.1 $ 2,898.9 $ 2,332.9 $ 1,988.0 $ 1,283.3 $ 1,247.4
Long-term debt
$ 309.6 $ 387.3 $ 322.1 $ 386.7 $ 393.4 $ 255.0 $ 256.0
Total debt
$ 559.3 $ 419.3 $ 442.2 $ 395.6 $ 414.9 $ 278.7 $ 256.6
Stockholders' equity
$ 1,481.1 $ 1,169.4 $ 1,220.1 $ 899.6 $ 660.6 $ 506.9 $ 501.3
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S-3
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