Obbligazione Commerce Metals 4.875% ( US201723AK97 ) in USD

Commerce Metals

100 USD ▼

Stati Uniti

US201723AK97 ( in USD )

4.875% per anno ( pagato 2 volte l'anno)

14/05/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Commercial Metals US201723AK97 in USD 4.875%, scaduta

1 000 USD

330 000 000 USD

201723AK9

BB+ ( Non-investment grade speculative )

Ba2 ( Non-investment grade speculative )

Commercial Metals Company (CMC) è un'azienda produttrice e distributrice di acciaio e prodotti in acciaio, operante a livello internazionale con una vasta gamma di prodotti e servizi per i settori delle costruzioni, dell'energia e dell'industria.

The Obbligazione issued by Commerce Metals ( United States ) , in USD, with the ISIN code US201723AK97, pays a coupon of 4.875% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/05/2023

The Obbligazione issued by Commerce Metals ( United States ) , in USD, with the ISIN code US201723AK97, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Obbligazione issued by Commerce Metals ( United States ) , in USD, with the ISIN code US201723AK97, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
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424B5 1 d531744d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-188366

PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 6, 2013)

$330,000,000

4.875% Senior Notes due 2023

The notes will bear interest at the rate of 4.875% per year. Interest on the notes is payable on May 15 and November 15 of each year, beginning on November 15,
2013. The notes will mature on May 15, 2023. We may redeem some or all the notes at any time at the prices and as described under the caption "Description of the
Notes--Optional Redemption."

The notes will be our general unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. The notes will be
effectively subordinated to any of our secured debt to the extent of the assets securing such debt and will be structurally subordinated to the indebtedness and other
liabilities of our subsidiaries, including trade payables. Under certain change of control triggering events, holders of the notes will have the right to require us to
repurchase all or any part of their notes at a repurchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to but
excluding the repurchase date.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-15.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Note

Total

Public Offering Price

100.00%
$330,000,000
Underwriting Discount(1)

1.25%

$ 4,125,000
Proceeds to Commercial Metals Company (before expenses)

98.75%
$325,875,000
(1) See "Underwriting" for additional information regarding underwriting compensation.

Interest on the notes will accrue from May 20, 2013 to date of delivery.

The underwriters expect to deliver the notes to purchasers on or about May 20, 2013, only in book-entry form through the facilities of The Depository Trust
Company.

Joint Book-Running Managers
Citigroup
Deutsche Bank Securities

BofA Merrill Lynch
RBS
Wells Fargo Securities

Co-Managers
PNC Capital Markets LLC

Scotiabank

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We are responsible for the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus and
any free-writing prospectus we prepare or authorize. We have not authorized anyone to provide you with different information, and we take no responsibility
for any other information others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should not assume that the information contained in or incorporated by reference into this prospectus supplement or the
accompanying prospectus is accurate as of any date other than its date.

TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement

S-ii
Where You Can Find More Information

S-ii
Special Note Regarding Forward-Looking Statements

S-iii
Prospectus Supplement Summary

S-1
Risk Factors

S-15
Use of Proceeds

S-27
Capitalization

S-28
Description of Other Indebtedness

S-30
Description of the Notes

S-35
Material U.S. Federal Income Tax Considerations

S-43
Underwriting

S-48
Legal Matters

S-50
Prospectus

About This Prospectus

1

Where You Can Find More Information

2

Special Note Regarding Forward-Looking Statements

3

The Company

4

Risk Factors

4

Use of Proceeds

5

Ratios of Earnings to Fixed Charges

5

Description of Debt Securities

6

Plan of Distribution

19

Legal Matters

20

Experts

20

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is the prospectus supplement, which describes the specific details regarding this offering and the notes offered
hereby. The second part is the prospectus, which describes more general information, some of which may not apply to this offering. You should read this prospectus
supplement and the accompanying prospectus, together with additional information incorporated by reference herein as described under "Where You Can Find More
Information" in this prospectus supplement. If the description of the offering set forth in this prospectus supplement differs in any way from the information set forth in
the accompanying prospectus, you should rely on the information set forth in this prospectus supplement.

You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying prospectus or in any free
writing prospectus that we may provide to you. We have not, and the underwriters 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. You should assume that the information appearing in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of
operations and prospects may have changed materially since those dates. We are not, and the underwriters are not, making offers to sell the securities in any jurisdiction
in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to
make an offer or solicitation. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer or solicitation on our behalf or on behalf of the
underwriters to subscribe for and purchase any of the notes, and neither this prospectus supplement nor the accompanying prospectus may be used for or in connection
with an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an
offer or solicitation.

The representations, warranties and covenants made by the Company in any agreement that is filed as an exhibit to any document that is incorporated by reference
in this prospectus supplement and the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the
purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied
on as accurately representing the current state of the Company's affairs.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and proxy statements and other information with the Securities and Exchange Commission ("SEC"). Our SEC filings
are available to the public through the SEC's website at http://www.sec.gov. You may also read and copy any document we file at the SEC's public reference room in
Washington, D.C. located at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
Our common stock is listed and traded on the New York Stock Exchange, or "NYSE." You may also inspect the information we file with the SEC at the NYSE's offices
at 20 Broad Street, New York, New York 10005. Information about us, including certain SEC filings, is also available free of charge through the Investor Relations
section of our website, located at http://www.cmc.com. However, the information on our website is not a part of this prospectus supplement or the accompanying
prospectus.

The SEC allows us to "incorporate by reference" in this prospectus supplement and the accompanying prospectus the information in other documents that we file
with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated or deemed to be
incorporated by reference is considered to be a part of this prospectus supplement, and information in documents that we file later with the SEC will automatically
update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus supplement.

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We incorporate by reference in this prospectus supplement and the accompanying prospectus the documents listed below and any filings that we may make with
the SEC subsequent to the date of this prospectus supplement pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the
"Exchange Act," prior to the termination of the offering under this prospectus supplement and the accompanying prospectus (provided, however, that we are not
incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules):

· The Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2012, including those sections incorporated therein by reference from the

Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on December 10, 2012;

· The Company's Quarterly Reports on Form 10-Q for the quarterly periods ended November 30, 2012 and February 28, 2013; and

· The Company's Current Reports on Form 8-K, filed on December 7, 2012, January 30, 2013 and March 19, 2013.

You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus
supplement (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the following address:

Commercial Metals Company
6565 N. MacArthur Boulevard, Suite 800
Irving, Texas 75039
Attn: Investor Relations
Telephone: (214) 689-4300

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus contains or incorporates by reference a number of "forward-looking statements" within the
meaning of the federal securities laws, with respect to our financial condition, results of operations, cash flows and business, and our expectations or beliefs concerning
future events. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates,"
"intends," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases. There are inherent
risks and uncertainties in any forward-looking statements. Although we believe that our expectations are reasonable, we can give no assurance that these expectations
will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-
looking statements to reflect events, new information or otherwise. Some of the important factors that could cause actual results to differ materially from our
expectations are discussed below. All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on our behalf, are
expressly qualified in their entirety by these cautionary statements.

Factors that could cause actual results to vary materially from our expectations include the following:

· absence of global economic recovery or possible recession relapse and the pace of overall global economic activity;

· solvency of financial institutions and their ability or willingness to lend;

· success or failure of governmental efforts to stimulate the economy including restoring credit availability and confidence in a recovery;

· continued sovereign debt problems in the Euro-zone;

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· customer non-compliance with contracts;

· financial covenants and restrictions on the operation of our business contained in agreements governing our debt;

· construction activity or lack thereof;

· decisions by governments affecting the level of steel imports, including tariffs and duties;

· litigation claims and settlements;

· difficulties or delays in the execution of construction contracts resulting in cost overruns or contract disputes;

· metals pricing over which we exert little influence;

· increased capacity and product availability from competing steel minimills and other steel suppliers including import quantities and pricing;

· execution of cost reduction strategies;

· ability to retain key executives;

· court decisions and regulatory rulings;

· industry consolidation or changes in production capacity or utilization;

· global factors including political and military uncertainties;

· currency fluctuations;

· interest rate changes;

· availability and pricing of raw materials, including scrap metal, energy, insurance and supply prices;

· passage of new, or interpretation of existing, environmental laws and regulations;

· business disruptions, costs and future events related to any tender offers and proxy contests initiated by an activist shareholder;

· ability to make necessary capital expenditures;

· unexpected equipment failures;

· competition from other materials;

· losses or limited potential gains due to hedging transactions;

· risk of injury or death to employees, customers or other visitors to our operations;

· increased costs related to health care reform legislation; and

· those factors listed under Item 1A. "Risk Factors" included in our Annual Report filed on Form 10-K for the fiscal year ended August 31, 2012 and any

subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

You should refer to the "Risk Factors" section of this prospectus supplement and the accompanying prospectus and to our periodic and current reports filed with
the SEC for specific risks which would cause actual results to be significantly different from those expressed or implied by these forward-looking statements. It is not
possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and
circumstances discussed in this prospectus supplement and the accompanying prospectus may not occur and actual results could differ materially from those anticipated
or implied in the forward-looking statements. Accordingly, readers of this prospectus supplement and the accompanying prospectus are cautioned not to place undue
reliance on the forward-looking statements.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus.
Before deciding to invest in the notes, you should read the entire prospectus supplement and the accompanying prospectus carefully, including the documents
incorporated by reference herein, especially the matters discussed under "Risk Factors" beginning on page S-15. See "Where You Can Find More Information"
elsewhere in this prospectus supplement. Unless otherwise indicated, references in this prospectus supplement to the terms "Company," "we," "us" and "our"
refer and relate to Commercial Metals Company and its consolidated subsidiaries. Our fiscal year ends August 31 and any reference in this prospectus supplement
or the accompanying prospectus to any year or fiscal year refers to the fiscal year ended August 31 of that year unless otherwise noted.

THE COMPANY

Business Overview

We are a recycler, manufacturer, fabricator, marketer, distributor and provider of steel and metal products and of related materials and services. We are
vertically integrated and operate a network of metal recycling facilities, steel minimills, a copper tube minimill, steel fabrication and processing plants and marketing
and distribution offices, with over 200 locations in over 20 countries around the world.

We have leadership positions in several areas of our business. We believe we are:

North America

·
a leading supplier and fabricator of rebar and other products to the U.S. non-residential construction industry;

·
one of the largest ferrous and non-ferrous scrap recyclers in North America;

·
the third largest long products producer in the United States;

·
among the industry leaders in customer service satisfaction in the U.S. steel mill business;

International

·
the largest long products producer, and the second largest supplier of wire rod and reinforcing bar ("rebar"), in Poland; and

·
the third largest distributor of steel sheet and coil, and the largest marketer of imported steel, in Australia.

For the fiscal year ended August 31, 2012, our U.S. recycling operations shipped approximately 2.4 million tons of scrap metal, our steel mills in the United
States and Poland shipped a combined 4.3 million tons of steel products, our U.S. fabrication operations shipped 1.1 million tons of fabricated steel and our U.S. and
non-U.S. marketing and distribution operations sold on a combined basis approximately 2.1 million tons of steel products in addition to raw material commodities. For
the fiscal year ended August 31, 2012, we generated net sales of $7.8 billion, net earnings of $207.5 million and Adjusted EBITDA of $364.2 million. For the six
months ended February 28, 2013, we generated net sales of $3.5 billion, net earnings of $54.3 million and Adjusted EBITDA of $186.2 million. See "Summary
Historical Consolidated Financial Data" for a reconciliation of earnings to Adjusted EBITDA.

We operate with a high degree of vertical integration, having five operating business segments across two geographic divisions (i.e., Americas and
International). Three of our five segments are in the CMC Americas

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Division: Americas Recycling, Americas Mills and Americas Fabrication. Our other two segments, International Mill and International Marketing and Distribution, are
in the CMC International Division.

Americas Recycling. Our Americas Recycling segment processes scrap metals for use as a raw material by manufacturers of new metal products. In fiscal
2012, this segment's 33 scrap metal processing plants shipped approximately 2.2 million tons of ferrous and 0.2 million tons of nonferrous scrap metals. We sell scrap
metals to steel mills and foundries, aluminum sheet and ingot manufacturers, brass and bronze ingot makers, copper refineries and mills, secondary lead smelters,
specialty steel mills, high temperature alloy manufacturers and other consumers.

Americas Mills. Our Americas Mills segment includes our five domestic steel minimills, two scrap metal shredders and nine processing facilities that directly
support these mills, and our domestic copper tube minimill. In fiscal 2012, our five steel minimills melted, rolled and shipped approximately 2.6 million, 2.2 million
and 2.7 million tons, respectively, and the metal recycling plants directly supporting these mills processed approximately 0.7 tons of ferrous scrap metal. The five steel
minimills are strategically located in the Sun Belt, positioning us to capitalize on growth in the region. We manufacture finished long steel products including rebar,
merchant bar, wire rod, light structural, some special bar quality (SBQ) and other special sections as well as semi-finished billets for re-rolling and forging
applications. Our products are sold to the construction, service center, transportation, steel warehousing, fabrication, energy, petrochemical and original equipment
manufacturing industries.

Americas Fabrication. Our Americas Fabrication segment consists of our rebar and structural fabrication operations, fence post manufacturing plants,
construction-related product facilities and plants that heat-treat steel to strengthen and provide flexibility. Our Americas Fabrication operations consists of a network of
49 facilities engaged in various aspects of steel fabrication, 23 locations from which we sell and rent construction-related products and equipment to concrete installers
and other construction businesses, and three heat treating plants. Fabricated steel products are used primarily in the construction of commercial and non-commercial
buildings, hospitals, convention centers, industrial plants, power plants, highways, bridges, arenas, stadiums and dams. In fiscal 2012, we shipped 1.1 million tons of
fabricated steel.

International Mill. Our International Mill segment includes our minimill and our recycling and fabrication operations in Poland. Our Polish minimill has
annual melting and rolling capacity of approximately 1.9 million tons. During fiscal 2012, the facility melted, rolled and shipped approximately 1.6 million, 1.4 million
and 1.6 million tons of steel, respectively. Principal products manufactured include rebar and wire rod as well as merchant bar and billets. Our four fabrication
facilities in Poland use a portion of the rebar and wire rod manufactured at the Polish minimill and have a combined annual production capacity of 0.4 million tons.
Three of these fabrication facilities have a combined annual production capacity of 0.2 million tons and sell fabricated rebar, fabricated mesh, assembled rebar cages
and other rebar byproducts for incorporation into construction projects. The fourth fabrication facility has an annual production capacity of 0.2 million tons and
produces welded steel mesh, cold rolled wire rod and cold rolled reinforcing bar that is sold to customers including metals service centers as well as construction
contractors.

International Marketing and Distribution. Our International Marketing and Distribution segment includes international operations for the sale, distribution
and processing of steel products, ferrous and nonferrous metals and other industrial products. Additionally, this segment includes our U.S.-based marketing and
distribution divisions and also operates a recycling facility in Singapore. Our International Marketing and Distribution segment buys and sells primary and secondary
metals, fabricated metals, semi-finished, long and flat steel products and other industrial products. During fiscal 2012, our International Marketing and Distribution
facilities sold approximately 2.1 million tons of steel products in addition to raw material commodities. We sell our products to customers, primarily manufacturers, in
the steel, nonferrous metals, metal fabrication, chemical, refractory, construction and transportation businesses.

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For additional information regarding our operations, customers, properties and financial results, please refer to our Annual Report on Form 10-K for the year
ended August 31, 2012 and our Quarterly Reports on Form 10-Q for the quarters ended November 30, 2012 and February 28, 2013, each of which are incorporated
herein by reference. See "Where You Can Find More Information."

Competitive Strengths

International Footprint with Key Positions in North America, Europe and Australia

Our recycling, manufacturing, fabrication and marketing and distribution operations consist of a network of more than 200 facilities in over 20 countries. We
have key positions in North America, Poland and Australia, and our international footprint provides us with access to all major steel markets worldwide. In the United
States, we are strategically located in the Sun Belt, which positions us to capitalize on growth in the region as well as the longer construction season. In addition, our
marketing and distribution business provides a high level of visibility into local market trends, physical product flows and demand around the world.

Vertically Integrated Manufacturing Platform

We operate with a high degree of vertical integration. For example, our recycling operations in North America and Poland provide scrap metal to our minimills,
who in turn use the scrap metal to produce and supply steel required by our fabrication operations. Our integrated platform allows us to realize efficiencies and value in
various steps of the supply chain.

Efficient Manufacturing Focused on Long Products

We believe we are among the lowest-cost steel producers in North America. Our mills are in close proximity to the markets they serve. In addition, our mills use
the efficient electric arc furnace technology, enabling our manufacturing operations to have relatively low-cost production. Our newest micromill in Arizona is state-
of-the-art and utilizes a "continuous-continuous" design, moving recycled ferrous scrap from melting to a finished product in an uninterrupted process.

Well Positioned for Non-Residential Construction Recovery

Our financial performance has historically been closely correlated to non-residential construction activity. During the economic downturn, we have been focused
on taking steps to position us for growth when non-residential construction rebounds. These steps include (i) leveraging strategic investments, (ii) optimizing product
mix across our portfolio, (iii) exiting unprofitable and non-core businesses, (iv) managing our costs and (v) improving our cash flow metrics, balance sheet and
financial flexibility.

While we are still subject to the same macroeconomic factors that have affected our results since the economic downturn, we see signs of improvement in our key
non-residential construction markets. According to the U.S. Census Bureau, non-residential construction spending was $572.6 billion in calendar year 2012, an increase
of $40.0 billion over calendar year 2011 and the first year-over-year increase in four years. In addition, the American Institute of Architects reported an Architecture
Billings Index (ABI) of 54.9 in February 2013, the highest level in over five and a half years. An ABI level above 50.0 typically signifies an improving construction
environment and serves as a leading indicator that contractor spending is on the rise in the United States. Increased contractor spending often leads to higher demand for
steel and potentially higher activity for our domestic operations.

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Strong Balance Sheet and Liquidity

During the economic downturn, we focused on managing our costs and strengthening our balance sheet. In particular, we reduced our selling, general and
administrative costs by $30.2 million in fiscal 2012 compared to fiscal 2011. In addition, we reduced our reliance on our accounts receivable securitization program
and usage of deferred letters of credit. As a result, our financial ratios have improved, and our liquidity level (i.e., cash and cash equivalents and available borrowings
under our credit facility, receivables securitization programs and subsidiary working capital facilities) was $820 million as of February 28, 2013. Our control and
close management of capital expenditures, and emphasis on risk management, have also been key to our efforts and progress in this area. We remain committed to
maintaining financial flexibility and a strong liquidity position, while investing in new and profitable growth projects.

Experienced Management Team

Our management team, led by our Chairman of the Board, President and Chief Executive Officer, Joseph Alvarado, includes executives and managers with
significant industry, operational and functional experience in the metals sector. Collectively, our CEO, CFO and two divisional presidents have a combined 126 years
of steel, metals or related industry experience. This team continues to direct the Company's growth strategy, as well as productivity and profit enhancement programs.

Business Strategy

Leverage Strategic Investments

During the economic downturn, we continued to make investments in the business that increased our manufacturing capacity, as well as the potential for higher
margin business. Contributions from these business enhancements could be realized as the non-residential construction market recovers. Since 2006, we have invested
in a number of world class capacity and core infrastructure projects, including: (i) two new shredders in Texas and Oklahoma, boosting our ferrous scrap processing
capacity; (ii) a state-of-the-art, highly efficient 300,000+ ton micromill in Arizona; (iii) a new flexible section mill in Poland, which has doubled our capacity for
merchant products; (iv) the acquisition of G.A.M. Steel Pty. Ltd. in Australia, a leading distributor and processor of steel long products and plate; and (v) the
implementation of SAP as an operational, accounting and information technology solution. We believe these investments, when fully-leveraged and operating at
capacity, should result in increased profitability and returns for the Company.

Optimize Product Mix Across the Portfolio

We are focused on optimizing our product mix by continuing to shift our mix to higher margin products across our portfolio. We have added capacity through
capital investments in Poland (e.g., the new flexible section mill noted above). In North America, we have continued to maintain flexibility in our product offerings in
order to adjust to changing market demands and conditions, striving to optimize our product mix in order to improve our operating margins.

Effectively Manage Costs and Improve Cash Flow Metrics

We have taken action to reduce our cost structure, rationalize capital investments and streamline operations to improve our cash flow. We implemented SAP to
harness accounting and financial efficiencies across our global enterprise. In fiscal 2012, we reduced our selling, general and administrative expenses by over $30
million compared to the prior year, and we have continued to look for further opportunities to reduce costs. We believe the steps that we have taken during the
downturn, and those currently underway, should position us to seize opportunities and improve our performance when the recovery occurs.

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Maintain Strong Balance Sheet and Financial Flexibility

We are committed to maintaining strong financial ratios and adequate liquidity to allow us to execute our strategic plan. We plan to use the net proceeds from this
offering to fund the repurchase of any and all of our $200 million aggregate principal amount of outstanding 2013 notes, including the payment of accrued interest
thereon, any applicable premiums related thereto and related expenses, and for general corporate purposes. Following the retirement of the 2013 notes, we will not
have any significant debt maturities until the expiration of our revolving credit facility in 2016.

Exit Unprofitable and Non-Core Businesses

We are committed to continuing to focus on our core assets and improving our cost structure and cash flows. In recent years, we have identified and divested
various non-core and unprofitable businesses to enhance our competitive position within the industry. For example, during fiscal 2012 and fiscal 2011, and during the
six months ended February 28, 2013, we:

· closed and sold the assets of our Croatian pipe mill (CMC Sisak, d.o.o.), which we did not consider core to our business, for $41.2 million;

· sold our rebar fabrication shop in Rosslau, Germany for $11.3 million;

· sold our 11% ownership interest in a Czech Republic joint-stock company to the majority owner of such joint-stock company for $29.0 million;

· closed four domestic rebar fabrication facilities and eight construction services locations, and monetized a number of these closed properties;

· divested the remaining assets of our joist and deck business; and

· sold the assets related to our heavy forms rental business.

We intend to continue to pursue opportunities that enable us to refocus our platform on core businesses and to provide capital to redeploy and invest in those
businesses.

RECENT DEVELOPMENT

Tender Offer and Consent Solicitation for 2013 Notes

Concurrently with this offering, we are commencing a cash tender offer to purchase any and all of our outstanding $200.0 million aggregate principal amount of
our 5.625% Notes due 2013, which we refer to as the "2013 notes." As part of the tender offer, we are soliciting consents from the holders of the 2013 notes for certain
proposed amendments that would eliminate or modify certain covenants, events of default and other provisions contained in the 1995 Indenture governing the 2013
notes. Holders who tender their 2013 notes will be deemed to consent to all of the proposed amendments and holders may not deliver consents without tendering their
2013 notes. The tender offer and consent solicitation are conditioned upon the consummation of this offering, as well as other conditions. The tender offer and consent
solicitation are not conditioned upon any minimum amount of 2013 notes being tendered. We intend to redeem any remaining 2013 notes that are not tendered following
the expiration of the tender offer and consent solicitation.

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