þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
California
(State or other jurisdiction of incorporation or organization) |
95-1142616
(I.R.S. Employer Identification No.) |
Title of each class Common Stock |
Name of each exchange on
which registered New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
i
| Our future operating results depend on a number of factors beyond our control, such as the prices for and the availability of metals, which could cause our results to fluctuate significantly over time. During periods of low customer demand it could be more difficult for us to pass through price increases to our customers, which could reduce our gross profit and net income. A significant or rapid increase or decrease in costs from current levels could also have a severe negative impact on our gross profit. | ||
| We service industries that are highly cyclical, and downturns in our customers industries could reduce our revenue and profitability. | ||
| The success of our business is affected by general economic conditions and, accordingly, our business was adversely impacted by the current economic recession. In the 2008 fourth quarter the effects of the depressed economy impacted our industry in a very significant and rapid manner from both demand and pricing perspectives. In addition to reducing our direct business activity, the financial viability of many of our customers is also threatened which may impact their ability to pay us amounts due, further affecting our financial condition and results of operations. We do not know how long the economic recession will last and our financial condition could worsen from current levels. | ||
| We operate in a very competitive industry and increased competition could reduce our gross profit margins and net income. In the fourth quarter of 2008 the destocking of inventory by our competitors as a result of price reductions from our suppliers significantly increased the competitive pressures and negatively impacted our gross profit margins. | ||
| Global economic factors may cause increased imports of metal products to the U.S., which may cause the cost of the metals we purchase to decline, which could also cause our selling prices and gross profits to decline. | ||
| Producers of carbon steel products have reduced production capacity to react to end demand levels. If the producers increase production levels without offsetting increases in end demand, metal costs could decline, which may cause our selling prices and gross profits to decline. | ||
| As a decentralized business, we depend on both senior management and our operating employees; if we are unable to attract and retain well-qualified individuals, our results of operations may decline. |
ii
| Foreign currency exchange rates could change, which could affect the price we pay for certain metals and the results of our foreign operations, which have grown as a percentage of our total operations to approximately 4% of net sales in 2008 based on where sales originated from. | ||
| The interest rates on our debt could change. The interest rates on our variable rate debt decreased in 2008, however, these rates may increase in the future. | ||
| We may not be able to consummate future acquisitions, and those acquisitions that we do complete may be difficult to integrate into our business. | ||
| Our acquisitions might fail to perform as we anticipate or there could be significant negative events in our industry or the general economy that fundamentally alter our business model and outlook. This could result in an impairment charge to write off some or all of the goodwill and/or other intangible assets for that entity. Acquisitions may also result in our becoming responsible for unforeseen liabilities that may adversely affect our financial condition and liquidity. If our acquisitions do not perform as anticipated, our operating results also may be adversely affected. | ||
| Various environmental and other governmental regulations may require us to expend significant capital and incur substantial costs or may impact the customers we serve which may have a negative impact on our financial results. | ||
| We may discover internal control deficiencies in our decentralized operations or in an acquisition that must be reported in our SEC filings, which may result in a negative impact on the market price of our common stock or the ratings of our debt. | ||
| If existing shareholders with substantial holdings of our common stock sell their shares, the market price of our common stock could decline. | ||
| Principal shareholders who own a significant number of our shares may have interests that conflict with yours. | ||
| We have implemented a staggered or classified Board that may adversely impact your rights as a shareholder. | ||
| We may pursue growth opportunities that require us to increase our leverage ratios. This may cause our stock price to decline. | ||
| The volatility of our stock price has increased significantly. This volatility may continue in the future and may increase from current levels. |
iii
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
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Trade Name
No. of Locations
Primary Products Processed & Distributed
1
Plate and flat-rolled aluminum and stainless steel
6
Aluminum, brass, copper and stainless steel
1
Carbon steel
1
Flat-rolled aluminum and stainless steel
1
Aluminum, brass, copper and stainless steel
9
Variety of carbon steel and
non-ferrous metal products
2
Carbon steel flat-rolled and plate
6
Specialty tubing
1
Carbon steel
2
Aluminum sheet, plate and bar
3
Carbon steel
2
Carbon steel
6
Heat-treated aluminum sheet and plate
1
Heat-treated aluminum sheet and plate
1
Carbon steel bar, plate, structural and tubing
1
Carbon steel bar, plate, structural and tubing
5
Carbon steel plate
5
Carbon and stainless steel
3
Aluminum and stainless steel
flat rolled products and custom extrusions
2
Carbon steel flat-rolled, plate,
bar and structurals
6
Carbon steel bar, flat rolled,
plate, structural and tubing
2
Carbon steel bar, flat rolled, plate, structural and tubing
1
Carbon steel bar, flat rolled,
plate, structural and tubing
32
Specialty bar and tubing
3
Stainless and alloy bar, plate and tube
1
Carbon steel bars and tubing
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Trade Name
No. of Locations
Primary Products Processed & Distributed
1
Aluminum plate and bar
3
Toll processing (slitting and
leveling) of carbon steel
5
Flat-rolled steel service centers
1
Toll processing (leveling and blanking) of carbon steel
1
Toll processing (pickling) of carbon steel
1
Toll processing (leveling and blanking) of carbon steel
6
Carbon steel, bar, plate, structural and tubing
3
Full-line service centers
1
Metal fabrication
1
Tool and alloy steels
1
Plate and flat-rolled carbon steel
1
Precision cut aluminum plate and
aluminum sheet and extrusions
2
Carbon steel bar, flat-rolled,
plate, structural bar and tubing
4
Aluminum sheet, plate and bar
7
Aluminum and coated carbon steel
8
Carbon steel bars, flat-rolled, plate, structural and tubing
11
Flat-rolled aluminum, stainless steel and coated carbon steel
1
Carbon , alloy, and HSLA steel plate
10
Toll processing (slitting, leveling, blanking) of aluminum, stainless steel and carbon steel
1
Toll processing (slitting, leveling, blanking) of aluminum, stainless steel and carbon steel
1
Aluminum plate, sheet and coil
5
Specialty bar and tubing
4
Stainless and alloy bar, plate and tube
5
Alloy and carbon steel tubing
1
Maraging and specialty steels
2
Stainless and alloy specialty steels
1
Titanium products
1
Carbon steel bar, plate, structural and tubing
5
Full-line service centers
1
Carbon steel structurals, flat-rolled and ornamental iron
1
Carbon steel plate, bar and structurals
1
Carbon steel structurals, flat-rolled and ornamental iron
1
Stainless steel sheet and coil
1
Electropolished stainless steel tubing and fittings
1
Electropolished stainless steel tubing and fittings
1
Electropolished stainless steel tubing and fittings
2
Flat-rolled carbon steel
7
Stainless steel and aluminum plate, rod and bar
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2008
2007
2006
26
%
25
%
23
%
19
%
19
%
20
%
16
%
12
%
14
%
14
%
16
%
17
%
6
%
8
%
9
%
6
%
6
%
4
%
5
%
4
%
4
%
4
%
5
%
5
%
4
%
5
%
4
%
100
%
100
%
100
%
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2008
2007
2006
13
%
11
%
13
%
carbon steel plate
12
%
9
%
10
%
carbon steel tubing
10
%
10
%
9
%
carbon steel bar
10
%
7
%
7
%
carbon steel structurals
5
%
3
%
3
%
hot rolled steel sheet and coil
3
%
4
%
5
%
galvanized steel sheet and coil
2
%
2
%
2
%
cold rolled steel sheet and coil
55
%
46
%
49
%
6
%
7
%
6
%
aluminum bar and tube
4
%
5
%
6
%
heat-treated aluminum plate
4
%
4
%
4
%
common alloy aluminum sheet and coil
1
%
2
%
1
%
common alloy aluminum plate
1
%
1
%
1
%
heat-treated aluminum sheet and coil
16
%
19
%
18
%
7
%
10
%
9
%
stainless steel bar and tube
5
%
6
%
6
%
stainless steel sheet and coil
2
%
3
%
3
%
stainless steel plate
14
%
19
%
18
%
6
%
7
%
4
%
alloy bar and rod
1
%
1
%
1
%
alloy tube
1
%
1
%
1
%
alloy plate, sheet and coil
8
%
9
%
6
%
2
%
2
%
2
%
toll processing of aluminum, carbon steel and stainless steel
5
%
5
%
7
%
miscellaneous, including brass, copper and titanium
100
%
100
%
100
%
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Bar turning involves machining a metal bar into a smaller diameter.
Bending is the forming of metals into various angles.
Blanking is the cutting of metals into close-tolerance square or rectangular shapes.
Deburring is the process used to smooth the sharp, jagged edges of a cut piece of
metal.
Electropolishing is the process used on stainless steel tubing and fittings to
simultaneously smooth, brighten, clean and passivate the interior surfaces of these
components. Electropolishing is an electrochemical removal process that selectively
removes a thin layer of metal, including surface flaws and imbedded impurities.
Electropolishing is a required surface treatment for all ultra high-purity components
used in the gas distribution systems of semiconductor manufacturers worldwide and many
sterile water distribution systems of pharmaceutical and biotechnology companies.
Fabricating includes performing second- and/or third-stage processing per customer
specifications, typically to provide a part, casing or kit which is used in the
customers end product.
Forming involves bending and forming plate or sheet products into customer-specified
shapes and sizes with press brakes.
Grinding or blanchard grinding involves grinding the top and/or bottom of carbon or
alloy steel plate or bars into close tolerance.
Leveling (cutting-to-length) involves cutting metal along the width of a coil into
specified lengths of sheets or plates.
Machining refers to performing multiple processes to a piece of metal to produce a
customer-specified component part.
Oscillate slitting involves slitting the metal into specified widths and then
oscillating the slit coil when it is wound. The oscillated coil winds the strip metal
similar to the way fishing line is wound on a reel rather than standard ribbon winding.
An oscillate coil can typically hold five to six times more metal than a standard coil,
which allows customers to achieve longer production run times by reducing the number of
equipment shut-downs to change coils.
Pipe threading refers to the cutting of threads around the circumference of the pipe.
Polishing changes the texture of the surface of the metal to specific finishes in
accordance with customer specifications.
Precision plate sawing involves sawing plate (primarily aluminum plate products) into
square or rectangular shapes to tolerances as close as 0.003 of an inch.
Punching is the cutting of holes into carbon steel beams or plates by pressing or
welding per customer specifications.
Routing produces various sizes and shapes of aluminum plate according to
customer-supplied drawings through the use of CNC controlled machinery.
Sawing involves cutting metal into customer-specified lengths, shapes or sizes.
Shape cutting, or burning, can produce various shapes according to customer-supplied
drawings through the use of CNC controlled machinery. This procedure can include the
use of oxy-fuel, plasma, high-definition plasma, laser burning or water jet cutting for
carbon, aluminum and stainless steel sheet and plate.
Shearing is the cutting of metal into small, precise square or rectangular pieces.
Skin milling grinds the top and/or bottom of a large aluminum plate into close
tolerance.
Slitting involves cutting metal to specified widths along the length of the coil.
Tee splitting involves splitting metal beams. Tee straightening is the process of
straightening split beams.
Twin milling grinds one or all six sides of a small square or rectangular piece of
aluminum plate into close tolerance.
Welding is the joining of one or more pieces of metal.
Wheelabrating, shotblasting and bead-blasting involve pressure blasting metal grid
onto carbon steel products to remove rust and scale from the surface.
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our ability to obtain additional financing in the future for working capital, capital
expenditures, acquisitions, general corporate purposes or other purposes may not be
available and if available, may be considerably more costly than our current debt costs;
a significant portion of our cash flow from operations must be dedicated to the payment
of interest and principal on our debt, which reduces the funds available to us for our
operations or other purposes;
some of the interest on debt is, and will continue to be, accrued at variable rates,
which may result in higher interest expense in the event of increases in interest rates,
which may occur in future periods;
because we may be more leveraged than some of our competitors, our debt may place us at a
competitive disadvantage;
our leverage may increase our vulnerability to economic downturns and limit our ability
to withstand adverse events in our business by limiting our financial alternatives; and
our ability to capitalize on significant business opportunities, including potential
acquisitions, and to plan for, or respond to, competition and changes in our business may be
limited.
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the acquired company may not further our business strategy, or we may pay more than it is
worth;
the acquired company may not perform as anticipated, which could result in an impairment
charge or otherwise impact our results of operations;
we may not realize the anticipated increase in our revenues if a larger than predicted
number of customers decline to continue purchasing products from us;
we may have to delay or not proceed with a substantial acquisition if we cannot obtain
the necessary funding to complete the acquisition in a timely manner;
we may significantly increase our interest expense, leverage and debt service
requirements if we incur additional debt to pay for an acquisition or assume existing debt
of an acquired company which, among other things, may result in a downgrade of our debt
ratings;
we may have multiple and overlapping product lines that may be offered, priced and
supported differently, which could cause our gross profit margins to decline;
our relationship with current and new employees, customers and suppliers could be
impaired;
our due diligence process may fail to identify risks that could negatively impact our
financial condition;
we may lose anticipated tax benefits or have additional legal or tax exposures if we have
prematurely or improperly combined entities;
Table of Contents
we may face contingencies related to product liability, intellectual property, financial
disclosures, tax positions and accounting practices or internal controls;
the acquisition may result in litigation from terminated employees or third parties;
our managements attention may be diverted by transition or integration issues; and
we may be unable to obtain timely approvals from governmental authorities under
competition and antitrust laws.
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changes in expectations as to our future financial performance, including financial
estimates by securities analysts and investors or changes in estimates that we provide in
our quarterly earnings release and conference call;
developments affecting our Company, our customers or our suppliers;
changes in the legal or regulatory environment affecting our business;
press releases, earnings releases or publicity relating to us or our competitors or
relating to trends in the metals service center industry;
inability to meet securities analysts and investors quarterly or annual estimates or
targets of our performance;
a decline in our credit rating by the rating agencies;
the operating and stock performance of other companies that investors may deem
comparable;
sales of our common stock by large shareholders;
general domestic or international economic, market and political conditions.
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23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
2008
2007
High
Low
High
Low
$
61.07
$
44.50
$
48.40
$
37.85
$
77.09
$
59.78
$
63.76
$
50.27
$
78.11
$
36.26
$
63.18
$
43.33
$
36.78
$
12.63
$
59.04
$
47.34
Date of Declaration
Record Date
Payment Date
Dividends
12/5/08
1/5/09
$.10 per share
7/16/08
8/22/08
9/12/08
$.10 per share
4/16/08
6/2/08
6/23/08
$.10 per share
2/13/08
3/7/08
3/28/08
$.10 per share
10/17/07
12/7/07
1/4/08
$.08 per share
7/18/07
8/24/07
9/14/07
$.08 per share
4/18/07
6/1/07
6/22/07
$.08 per share
2/14/07
3/9/07
3/30/07
$.08 per share
Number of Shares
Exercise Price
Date of Exercise
15,000
$15.62
12/17/08
6,000
$61.33
6/17/08
6,000
$43.34
6/17/08
3,750
$15.41
6/17/08
15,000
$8.56
5/7/08
6,000
$18.31
5/2/08
7,500
$17.16
3/6/08
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Number of Shares
Market Value
Date of Grant
5,052
$56.04
3/3/08
6,244
$44.86
3/1/07
The Russell 2000 Index, and a Peer Group
12/03
12/04
12/05
12/06
12/07
12/08
100.00
118.18
186.89
242.26
335.53
124.79
100.00
110.88
116.33
134.70
142.10
89.53
100.00
118.33
123.72
146.44
144.15
95.44
100.00
138.21
160.26
171.44
178.07
113.72
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Year Ended December 31,
2008
2007
2006
2005
2004
(In thousands, except per share data)
$
8,718,844
$
7,255,679
$
5,742,608
$
3,367,051
$
2,943,034
6,556,748
5,418,161
4,231,386
2,449,000
2,110,848
2,162,096
1,837,518
1,511,222
918,051
832,186
1,309,125
1,114,012
883,860
554,536
528,514
852,971
723,506
627,362
363,515
303,672
(82,575
)
(78,710
)
(61,692
)
(25,222
)
(28,690
)
(3,840
)
9,931
5,768
3,671
4,168
(858
)
(334
)
(306
)
(8,752
)
(9,182
)
765,698
654,393
571,132
333,212
269,968
(282,921
)
(246,438
)
(216,625
)
(127,775
)
(100,240
)
$
482,777
$
407,955
$
354,507
$
205,437
$
169,728
$
6.56
$
5.36
$
4.82
$
3.10
$
2.60
$
6.60
$
5.39
$
4.85
$
3.12
$
2.61
73,598
76,065
73,600
66,195
65,351
73,102
75,623
73,134
65,870
64,960
$
946,197
$
812,976
$
695,298
$
405,065
$
343,285
664,684
638,964
190,964
272,219
121,768
151,890
124,127
108,742
53,740
35,982
.40
.32
.22
.19
.13
$
1,652,207
$
1,121,539
$
1,124,650
$
513,529
$
458,551
5,195,485
3,983,477
3,614,173
1,769,070
1,563,331
1,675,565
1,013,260
1,088,051
306,790
380,850
2,431,436
2,106,249
1,746,398
1,029,865
822,552
(1)
Operating expenses include warehouse, delivery, selling, general and
administrative expenses, depreciation expense and amortization expense.
(2)
The portion of American Steels earnings attributable to our 49.5%
partner is included in minority interest through December 31, 2005. On January 3,
2006 we acquired our partners interest, increasing our ownership to 100%.
(3)
All share information has been retrospectively adjusted to reflect the
two-for-one stock split effected in the form of a 100% stock dividend that was
effective July 19, 2006.
(4)
EBITDA is defined as the sum of income before interest expense, income
taxes, depreciation expense and amortization of intangibles.
We use EBITDA as a
liquidity performance measure and believe EBITDA is useful in evaluating our
liquidity because the calculation generally eliminates the effects of financing
costs and income taxes and the accounting effects of capital spending and
acquisitions, which are assessed and evaluated through other operating performance
measures. EBITDA is also commonly used as a measure of operating and liquidity
performance for companies in our industry and is frequently used by analysts,
investors, lenders, rating agencies and other interested parties to evaluate a
companys financial performance and its ability to incur and service debt. EBITDA
is not a recognized measurement under U.S. generally accepted accounting principles
and, therefore, represents a non-GAAP financial measure. EBITDA should not be
considered in isolation or as a substitute for consolidated statements of income and
cash flows data prepared in accordance with U.S. generally accepted accounting
principles as it excludes components that are significant in understanding and
assessing our results of operations and cash flows. EBITDA as measured in this
Annual Report on Form 10-K is not necessarily comparable with similarly titled
measures for other companies.
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2008
2007
2006
2005
2004
$
664,684
$
638,964
$
190,964
$
272,219
$
121,768
282,921
246,438
216,625
127,775
100,240
(33,540
)
(12,035
)
(4,497
)
(11,169
)
(13,153
)
82,575
78,710
61,692
25,222
28,690
(50,443
)
(139,101
)
230,514
(8,982
)
105,740
$
946,197
$
812,976
$
695,298
$
405,065
$
343,285
(5)
Includes the long-term portion of capital lease obligations as of
December 31, 2008, 2007, and 2006. We did not have any capital lease obligations
for any other years presented.
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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2008
2007
2006
% of
% of
% of
$
Net Sales
$
Net Sales
$
Net Sales
$
8,718,844
100.0
%
$
7,255,679
100.0
%
$
5,742,608
100.0
%
2,162,096
24.8
1,837,518
25.3
1,511,222
26.3
1,211,201
13.9
1,034,139
14.3
821,386
14.3
97,924
1.1
79,873
1.1
62,474
1.1
$
852,971
9.8
%
$
723,506
10.0
%
$
627,362
10.9
%
(1)
Excludes other income, minority interest, interest expense and income tax
expense.
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Payments due by Year
(in thousands)
Less than
More than
Contractual Obligations
Total
1 year
1-3 years
3-5 years
5 years
$
1,767,677
$
93,877
$
997,750
$
75,750
$
600,300
794,527
89,846
160,348
85,369
458,964
5,058
815
1,608
1,560
1,075
349,873
57,616
92,388
61,260
138,609
88,106
44,750
30,177
12,228
951
67,098
8,508
9,156
9,124
40,310
$
3,072,339
$
295,412
$
1,291,427
$
245,291
$
1,240,209
(1)
Interest is estimated using applicable rates at December 31, 2008 for our
outstanding fixed and variable rate debt based on their respective scheduled
maturities.
(2)
The majority of our inventory purchases are completed within 30 to 120 days
and therefore are not included in this table except for certain purchases where we
have significant lead times or corresponding long-term sales commitments, typically
for aerospace materials.
(3)
Includes the estimated benefit payments or contribution amounts for the
Companys defined benefit pension plans and SERP plans for the next ten years.
These amounts are limited to the information provided by our actuaries.
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Page
40
42
43
44
45
46
80
81
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/s/ KPMG LLP
Los Angeles, California
February 27, 2009
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/s/ ERNST & YOUNG LLP
Los Angeles, California
February 28, 2008
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(In thousands, except share amounts)
December 31,
December 31,
2008
2007
$
51,995
$
77,023
851,214
691,462
1,284,468
911,315
33,782
24,028
9,980
17,575
70,933
2,302,372
1,721,403
125,096
115,294
506,781
417,677
810,054
669,671
(443,225
)
(378,007
)
998,706
824,635
1,065,527
886,152
741,681
464,291
57,410
73,953
29,789
13,043
$
5,195,485
$
3,983,477
$
248,312
$
333,986
59,982
35,711
82,949
2,152
123,707
95,539
40,700
36,884
23,136
93,877
71,815
638
641
650,165
599,864
1,671,732
1,008,765
3,833
4,495
94,361
62,224
340,326
200,181
3,632
1,699
563,092
646,406
1,900,360
1,439,598
(32,016
)
20,245
2,431,436
2,106,249
$
5,195,485
$
3,983,477
Table of Contents
(In thousands, except share and per share amounts)
Year Ended December 31,
2008
2007
2006
$
8,718,844
$
7,255,679
$
5,742,608
6,556,748
5,418,161
4,231,386
1,211,201
1,034,139
821,386
97,924
79,873
62,474
7,865,873
6,532,173
5,115,246
852,971
723,506
627,362
(82,575
)
(78,710
)
(61,692
)
(3,840
)
9,931
5,768
(858
)
(334
)
(306
)
765,698
654,393
571,132
282,921
246,438
216,625
$
482,777
$
407,955
$
354,507
$
6.56
$
5.36
$
4.82
73,597,717
76,064,616
73,599,681
$
6.60
$
5.39
$
4.85
73,102,215
75,622,799
73,134,102
$
.40
$
.32
$
.22
Table of Contents
(In thousands, except share and per share amounts)
Accumulated
Other
Common Stock
Retained
Comprehensive
Shares
Amount
Earnings
Income (Loss)
Total
66,217,998
$
325,010
$
704,530
$
325
$
1,029,865
354,507
354,507
1,221
1,221
116
116
423
423
356,267
(3,716
)
(3,716
)
6,060
6,060
438,290
7,115
3,446
10,561
8,962,268
360,453
360,453
78,288
2,830
2,830
5,202
222
222
(16,144
)
(16,144
)
75,702,046
701,690
1,046,339
(1,631
)
1,746,398
407,955
407,955
24,681
24,681
(54
)
(54
)
(2,751
)
(2,751
)
429,831
10,120
10,120
872,001
16,483
9,511
25,994
(1,673,467
)
(82,168
)
(82,168
)
6,244
281
281
(24,207
)
(24,207
)
74,906,824
646,406
1,439,598
20,245
2,106,249
482,777
482,777
(42,624
)
(42,624
)
(1,163
)
(1,163
)
(8,474
)
(8,474
)
430,516
13,189
13,189
844,338
17,987
9,693
27,680
(2,443,500
)
(114,774
)
(114,774
)
(2,479
)
(2,479
)
5,052
284
284
(29,229
)
(29,229
)
73,312,714
$
563,092
$
1,900,360
$
(32,016
)
$
2,431,436
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2008
2007
2006
$
482,777
$
407,955
$
354,507
97,924
79,873
62,474
(2,149
)
22,720
12,042
7,295
(2,264
)
2,658
(1,181
)
(723
)
(565
)
858
334
306
13,189
10,120
6,060
(9,693
)
(9,511
)
(3,446
)
4,373
231
(582
)
166,025
61,265
(50,566
)
191,472
129,582
(89,414
)
(9,121
)
11,087
6,569
(297,933
)
(62,833
)
(97,103
)
664,684
638,964
190,964
(151,890
)
(124,127
)
(108,742
)
(330,249
)
(269,957
)
(542,604
)
19,116
5,045
3,487
(1,155
)
(619
)
(894
)
4,890
(31,028
)
(3,096
)
1,634
878
1,415
(457,654
)
(419,808
)
(650,434
)
1,687,691
658,770
2,547,316
(1,798,602
)
(778,520
)
(2,063,656
)
(3,313
)
(8,170
)
(1,225
)
(1,291
)
12,919
(29,229
)
(24,207
)
(16,145
)
9,693
9,511
3,446
17,987
16,483
7,115
284
281
222
(114,774
)
(82,168
)
(231,488
)
(199,850
)
481,756
(570
)
242
167
(25,028
)
19,548
22,453
77,023
57,475
35,022
$
51,995
$
77,023
$
57,475
$
74,654
$
78,167
$
70,306
$
267,224
$
221,145
$
213,901
$
780,043
$
86,622
$
385,913
$
$
$
360,453
$
$
6,713
$
$
$
$
2,830
Table of Contents
December 31, 2008
Table of Contents
December 31, 2008
31
1
/
2
years
3 20 years
Table of Contents
December 31, 2008
2008
2007
2006
55
%
46
%
49
%
16
19
18
22
28
24
2
2
2
5
5
7
100
%
100
%
100
%
Foreign
United States
Countries
Total
(in thousands)
$
8,341,394
$
377,450
$
8,718,844
2,743,284
149,829
2,893,113
6,902,040
353,639
7,255,679
2,088,342
173,732
2,262,074
5,576,183
166,425
5,742,608
1,894,446
44,338
1,938,784
Table of Contents
December 31, 2008
Table of Contents
December 31, 2008
Table of Contents
December 31, 2008
(In thousands)
$
9,845
336,369
584,307
113,627
227,817
167,200
126,000
59,062
1,624,227
(780,043
)
(127,213
)
(392,991
)
(1,300,247
)
$
323,980
Table of Contents
December 31, 2008
Table of Contents
December 31, 2008
(in thousands)
$
274,730
6,713
$
281,443
$
4,773
82,373
130,814
27,685
91,720
63,690
47,218
5,485
453,758
(172,315
)
$
281,443
(in thousands)
$
10,244
53,448
79,987
18,062
47,657
3,100
22,900
5,743
241,141
(111,168
)
(29,204
)
(140,372
)
$
100,769
Table of Contents
December 31, 2008
(in thousands)
$
326,546
360,453
29,456
12,882
$
729,337
$
46,091
191,203
344,446
185,366
354,077
93,800
187,900
65,177
1,468,060
(274,745
)
(156,689
)
(307,289
)
(738,723
)
$
729,337
Table of Contents
December 31, 2008
Year Ended December, 31
2008
2007
(in thousands, except per share amounts)
$
10,068,081
$
9,010,513
$
561,155
$
434,257
$
7.62
$
5.71
$
7.68
$
5.74
Table of Contents
December 31, 2008
(in thousands)
$
384,730
399,247
894
784,871
91,720
3,370
6,191
886,152
232,699
(45,327
)
(7,997
)
$
1,065,527
Table of Contents
December 31, 2008
December 31, 2008
December 31, 2007
Gross
Gross
Carrying
Accumulated
Carrying
Accumulated
Amount
Amortization
Amount
Amortization
(in thousands)
$
6,853
$
(6,363
)
$
6,803
$
(6,175
)
19,460
(8,759
)
16,147
(6,808
)
339,518
(34,231
)
176,124
(18,967
)
8,100
(2,228
)
8,100
(1,417
)
5,146
(1,036
)
1,748
(657
)
379,077
(52,617
)
208,922
(34,024
)
415,221
289,393
$
794,298
$
(52,617
)
$
498,315
$
(34,024
)
$
27,905
27,526
26,990
25,177
25,228
Table of Contents
December 31, 2008
December 31,
December 31,
2008
2007
(in thousands)
$
453,000
$
185,000
481,250
10,000
10,000
30,000
78,000
103,000
135,000
135,000
350,000
350,000
250,000
250,000
10,427
19,791
1,767,677
1,082,791
(2,068
)
(2,211
)
(93,877
)
(71,815
)
$
1,671,732
$
1,008,765
Table of Contents
December 31, 2008
(in thousands)
$
93,877
153,250
844,500
450
75,300
600,300
$
1,767,677
Table of Contents
December 31, 2008
Year Ended December 31,
2008
2007
2006
(in thousands)
$
218,242
$
194,225
$
166,577
35,211
32,966
23,013
6,748
7,014
3,397
260,201
234,205
192,987
23,330
8,917
16,654
(117
)
1,113
6,660
(493
)
2,203
324
22,720
12,233
23,638
$
282,921
$
246,438
$
216,625
Year Ended December 31,
2008
2007
2006
35.0
%
35.0
%
35.0
%
3.0
3.4
3.9
(1.1
)
(0.7
)
(1.0
)
36.9
%
37.7
%
37.9
%
December 31,
2008
2007
(in thousands)
$
51,889
$
41,122
16,936
11,121
23,169
7,732
5,345
18,030
29,083
3,880
342
12,546
14,592
134,182
101,605
(127,619
)
(91,635
)
(275,523
)
(160,881
)
(69,687
)
(433
)
(2,719
)
(403,575
)
(324,922
)
$
(269,393
)
$
(223,317
)
Table of Contents
December 31, 2008
Year Ended December 31,
2008
2007
(in thousands)
$
3,795
$
5,026
15
14
(63
)
(1,301
)
20,073
479
(341
)
(403
)
(82
)
$
23,417
$
3,795
Table of Contents
December 31, 2008
Weighted Average
Remaining
Aggregate Intrinsic
Weighted Average
Contractual Term
Value
Stock Options
Shares
Exercise Price
(In years)
(In thousands)
3,159,000
$
20.20
42,000
$
43.34
287,886
$
25.13
(438,290
)
$
16.23
(43,184
)
$
22.36
3,007,412
$
21.54
1,068,500
$
45.51
(872,001
)
$
18.90
(51,656
)
$
29.57
3,152,255
$
30.27
1,174,000
$
57.14
(844,338
)
$
21.31
(63,145
)
$
37.87
3,418,772
$
41.57
4.5
$
50
1,003,476
$
29.80
3.1
$
50
Year Ended December 31,
2008
2007
2006
2.90
%
4.50
%
4.75
%
4.8
4.8
5.8
.38
.40
.38
.70
%
.71
%
.46
%
Table of Contents
December 31, 2008
Weighted Average Grant
Non-vested Options
Shares
Date Fair Value
2,136,234
$
13.05
1,174,000
$
19.78
(63,145
)
$
15.11
(831,793
)
$
12.08
2,415,296
$
16.60
Options Outstanding
Options Exercisable
Weighted Average
Remaining
Weighted
Average Exercise
Range of
Outstanding at
Contractual Life
Average
Exercisable at
Price of Options
Exercise Price
December 31, 2008
In Years
Exercise Price
December 31, 2008
Exercisable
27,750
5.7
$18.15
27,750
$18.15
1,253,147
2.2
$24.61
735,976
$24.60
935,375
5.3
$44.80
203,750
$44.59
1,124,500
6.2
$56.80
N/A
78,000
8.9
$64.00
36,000
$61.33
3,418,772
4.5
$41.57
1,003,476
$29.80
Table of Contents
December 31, 2008
SERP
Defined Benefit Plans
2008
2007
2008
2007
(in thousands)
(in thousands)
$
28,295
$
20,072
$
26,884
$
28,080
1,954
16,445
1,003
964
696
795
1,688
1,568
2,179
1,586
(640
)
6,473
2,332
547
4
(15
)
927
(2,467
)
(784
)
(767
)
(1,479
)
(747
)
1,909
459
121
(2,675
)
(1,031
)
$
30,754
$
28,295
$
48,443
$
26,884
N/A
N/A
$
25,446
$
21,539
N/A
N/A
14,877
N/A
N/A
(8,554
)
2,447
N/A
N/A
2,208
3,460
N/A
N/A
(1,479
)
(2,000
)
N/A
N/A
$
32,498
$
25,446
$
(30,754
)
$
(28,295
)
$
(15,945
)
$
(1,438
)
$
8,822
$
10,621
$
12,584
$
(1,790
)
196
397
$
8,822
$
10,817
$
12,981
$
(1,790
)
Table of Contents
December 31, 2008
SERP
Defined Benefit Plans
2008
2007
2008
2007
(in thousands)
(in thousands)
$
(1,195
)
$
(735
)
$
$
(29,558
)
(27,558
)
(15,945
)
(2,155
)
717
8,822
10,817
12,981
(1,790
)
$
(21,931
)
$
(17,476
)
$
(2,964
)
$
(3,228
)
Year Ended December 31,
2008
2007
(in thousands)
$
48,443
$
22,093
48,443
22,093
32,498
19,938
SERP
Defined Benefit Plans
Year Ended December 31,
Year Ended December 31,
2008
2007
2006
2008
2007
2006
(in thousands)
(in thousands)
$
1,003
$
964
$
568
$
696
$
795
$
721
1,688
1,568
1,125
2,179
1,586
1,227
(2,566
)
(1,813
)
(1,294
)
1,909
221
665
196
196
196
63
16
2
1,119
1,251
496
6
14
41
$
5,915
$
3,979
$
2,385
$
378
$
819
$
1,362
SERP
Defined Benefit Plans
Year Ended December 31,
Year Ended December 31,
2008
2007
2006
2008
2007
2006
6.01
%
6.00
%
6.00
%
6.28
%
5.60
%
5.26
%
N/A
N/A
N/A
8.02
%
8.23
%
8.23
%
5.94
%
5.92
%
5.88
%
N/A
N/A
N/A
SERP
Defined Benefit Plans
2008
2007
2008
2007
6.02
%
6.01
%
6.10
%
6.21
%
N/A
N/A
8.02
%
8.23
%
5.94
%
5.92
%
N/A
N/A
Table of Contents
December 31, 2008
December 31,
2008
2007
56
%
67
%
39
30
5
3
100
%
100
%
Year Ended December 31,
2008
2007
2006
(in thousands)
$
752
$
764
$
349
752
610
301
172
201
$
1,676
$
1,575
$
650
Table of Contents
December 31, 2008
December 31,
2008
2007
(in thousands)
$
(528
)
$
(386
)
(13,488
)
(11,101
)
3,993
2,977
$
(10,023
)
$
(8,510
)
Year Ended December 31,
2008
2007
2006
6.25
%
5.50
%
5.50
%
10.00
%
11.00
%
9.00
%
6.00
%
6.00
%
5.00
%
2012
2012
2010
December 31,
2008
2007
6.00
%
6.25
%
10.00
%
10.00
%
6.00
%
6.00
%
2012
2012
Year Ended December 31, 2008
Year Ended December 31, 2007
1% Increase
1% Decrease
1% Increase
1% Decrease
(in thousands)
(in thousands)
$
221
$
(186
)
$
217
$
(133
)
1,655
(1,427
)
1,452
(904
)
Defined
Post Retirement
SERP
Benefit Plans
Medical Plan
(in thousands)
$
1,392
$
1,936
$
544
1,373
2,125
633
1,362
2,217
683
1,246
2,397
728
1,372
2,506
668
12,693
15,228
5,216
Defined
Post Retirement
SERP
Benefit Plans
Medical Plan
(in thousands)
$
978
$
583
$
186
63
$
978
$
646
$
186
Table of Contents
December 31, 2008
Year Ended December 31,
2008
2007
2006
(in thousands)
$
16,356
$
8,970
$
8,116
7,299
10,020
7,987
1,100
1,100
1,000
5,915
3,979
2,385
378
819
1,362
1,676
1,575
650
$
32,724
$
26,463
$
21,500
Table of Contents
December 31, 2008
December 31,
2008
2007
(in thousands)
$
(15,222
)
$
27,402
(972
)
191
(15,822
)
(7,348
)
$
(32,016
)
$
20,245
Year Ended December 31,
2008
2007
2006
(in thousands)
$
27,314
$
27,996
$
19,382
(29,175
)
(28,895
)
(20,230
)
(4,940
)
(4,812
)
(3,297
)
1,422
1,093
1,440
(5,957
)
7,337
(215
)
3,737
1,933
1,549
2,063
2,628
2,427
2,264
1,696
2,651
2,448
$
(3,840
)
$
9,931
$
5,768
Table of Contents
December 31, 2008
Operating
Capital
Leases
Leases
(in thousands)
$
57,616
$
815
50,417
808
41,971
800
33,994
780
27,266
780
138,609
1,075
$
349,873
$
5,058
(587
)
4,471
(638
)
$
3,833
Table of Contents
December 31, 2008
Year Ended December 31,
2008
2007
2006
(in thousands, except per share amounts)
$
482,777
$
407,955
$
354,507
73,102
75,623
73,134
496
442
466
73,598
76,065
73,600
$
6.56
$
5.36
$
4.82
$
6.60
$
5.39
$
4.85
Table of Contents
December 31, 2008
As of December 31, 2008
(in thousands)
Non-
Guarantor
Guarantor
Eliminations &
Parent
Subsidiaries
Subsidiaries
Reclassifications
Consolidated
$
1,522
$
38,942
$
11,531
$
$
51,995
69,871
735,696
45,647
851,214
44,008
1,175,140
65,320
1,284,468
469
21,772
366
(22,607
)
291
111,153
3,251
114,695
116,161
2,082,703
126,115
(22,607
)
2,302,372
3,241,463
82,367
(3,323,830
)
85,627
880,916
32,163
998,706
7,088
1,012,224
46,215
1,065,527
5,338
686,002
50,341
741,681
179,636
(179,636
)
52
85,871
1,276
87,199
$
3,455,729
$
5,009,719
$
256,110
$
(3,526,073
)
$
5,195,485
$
25,655
$
227,907
$
17,357
$
(22,607
)
$
248,312
9,534
110,090
4,083
123,707
10,875
168,512
4,244
183,631
10,250
76,175
7,452
93,877
608
30
638
56,314
583,292
33,166
(22,607
)
650,165
812,325
859,407
1,671,732
155,654
23,982
(179,636
)
438,011
4,141
442,152
2,431,436
3,129,009
194,821
(3,323,830
)
2,431,436
$
3,455,729
$
5,009,719
$
256,110
$
(3,526,073
)
$
5,195,485
Table of Contents
December 31, 2008
As of December 31, 2007
(in thousands)
Non-
Guarantor
Guarantor
Eliminations &
Parent
Subsidiaries
Subsidiaries
Reclassifications
Consolidated
$
2,379
$
56,517
$
18,127
$
$
77,023
76,015
557,042
58,405
691,462
49,366
765,055
96,894
911,315
381
3,993
616
(4,990
)
(61
)
45,399
(3,735
)
41,603
128,080
1,428,006
170,307
(4,990
)
1,721,403
2,852,110
62,005
(2,914,115
)
82,283
712,782
29,570
824,635
13,392
815,808
56,952
886,152
5,991
398,832
59,468
464,291
142,733
(142,733
)
55
85,017
1,924
86,996
$
3,081,911
$
3,645,183
$
318,221
$
(3,061,838
)
$
3,983,477
$
34,485
$
275,044
$
29,447
$
(4,990
)
$
333,986
9,664
81,014
4,861
95,539
7,582
85,611
4,690
97,883
55,200
7,713
8,902
71,815
583
58
641
106,931
449,965
47,958
(4,990
)
599,864
822,431
186,334
1,008,765
84,689
58,044
(142,733
)
263,713
4,886
268,599
2,067,860
2,745,171
207,333
(2,914,115
)
2,106,249
$
3,081,911
$
3,645,183
$
318,221
$
(3,061,838
)
$
3,983,477
Table of Contents
December 31, 2008
For the year ended December 31, 2008
(in thousands)
Guarantor
Non-Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
868,473
$
7,537,749
$
402,405
$
(89,783
)
$
8,718,844
649,617
5,708,681
288,316
(89,866
)
6,556,748
130,494
1,010,701
74,656
(4,650
)
1,211,201
7,270
86,291
4,363
97,924
787,381
6,805,673
367,335
(94,516
)
7,865,873
81,092
732,076
35,070
4,733
852,971
(57,884
)
(55,885
)
(1,665
)
32,859
(82,575
)
11,547
27,064
(5,717
)
(37,592
)
(4,698
)
34,755
703,255
27,688
765,698
461,055
6,744
(467,799
)
495,810
709,999
27,688
(467,799
)
765,698
13,033
262,484
7,404
282,921
$
482,777
$
447,515
$
20,284
$
(467,799
)
$
482,777
Table of Contents
December 31, 2008
For the year ended December 31, 2007
(in thousands)
Guarantor
Non-Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
913,752
$
6,020,779
$
380,062
$
(58,914
)
$
7,255,679
678,451
4,515,126
283,580
(58,996
)
5,418,161
170,640
821,633
66,544
(24,678
)
1,034,139
8,075
67,634
4,164
79,873
857,166
5,404,393
354,288
(83,674
)
6,532,173
56,586
616,386
25,774
24,760
723,506
(61,720
)
(41,772
)
(3,237
)
28,019
(78,710
)
357
53,073
8,946
(52,779
)
9,597
(4,777
)
627,687
31,483
654,393
424,734
5,332
(430,066
)
419,957
633,019
31,483
(430,066
)
654,393
12,002
224,470
9,966
246,438
$
407,955
$
408,549
$
21,517
$
(430,066
)
$
407,955
Table of Contents
December 31, 2008
For the year ended December 31, 2006
(in thousands)
Guarantor
Non-Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
869,775
$
4,706,273
$
200,457
$
(33,897
)
$
5,742,608
636,252
3,476,215
152,898
(33,979
)
4,231,386
206,330
649,159
32,803
(66,906
)
821,386
7,590
53,938
946
62,474
850,172
4,179,312
186,647
(100,885
)
5,115,246
19,603
526,961
13,810
66,988
627,362
(29,274
)
(45,839
)
(615
)
14,036
(61,692
)
959
85,804
(277
)
(81,024
)
5,462
(8,712
)
566,926
12,918
571,132
390,645
4,745
(395,390
)
381,933
571,671
12,918
(395,390
)
571,132
27,426
183,478
5,721
216,625
$
354,507
$
388,193
$
7,197
$
(395,390
)
$
354,507
Table of Contents
December 31, 2008
For the year ended December 31, 2008
(in thousands)
Non-
Guarantor
Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
482,777
$
447,515
$
20,284
$
(467,799
)
$
482,777
(461,055
)
(6,744
)
467,799
90,302
84,403
7,202
181,907
112,024
525,174
27,486
664,684
(12,464
)
(132,150
)
(7,276
)
(151,890
)
(330,249
)
(330,249
)
70,965
(70,965
)
1,082
16,127
7,276
24,485
59,583
(446,272
)
(70,965
)
(457,654
)
(55,200
)
(56,261
)
550
(110,911
)
(29,229
)
(29,229
)
(36,903
)
(34,062
)
70,965
(114,774
)
(114,774
)
26,739
(3,313
)
23,426
(172,464
)
(96,477
)
(33,512
)
70,965
(231,488
)
(570
)
(570
)
(857
)
(17,575
)
(6,596
)
(25,028
)
2,379
56,517
18,127
77,023
$
1,522
$
38,942
$
11,531
$
$
51,995
Table of Contents
December 31, 2008
For the year ended December 31, 2007
(in thousands)
Non-
Guarantor
Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
407,955
$
408,549
$
21,517
$
(430,066
)
$
407,955
(424,734
)
(5,332
)
430,066
41,949
192,872
(3,812
)
231,009
25,170
596,089
17,705
638,964
(8,809
)
(111,930
)
(3,388
)
(124,127
)
(109,912
)
(160,045
)
(269,957
)
194,166
(194,166
)
(492
)
(25,315
)
83
(25,724
)
74,953
(297,290
)
(3,305
)
(194,166
)
(419,808
)
(20,200
)
(55,665
)
(43,885
)
(119,750
)
(24,207
)
(24,207
)
(231,806
)
37,640
194,166
(82,168
)
(82,168
)
26,275
26,275
(100,300
)
(287,471
)
(6,245
)
194,166
(199,850
)
242
242
(177
)
11,328
8,397
19,548
2,556
45,189
9,730
57,475
$
2,379
$
56,517
$
18,127
$
$
77,023
Table of Contents
December 31, 2008
For the year ended December 31, 2006
(in thousands)
Non-
Guarantor
Guarantor
Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
$
354,507
$
388,193
$
7,197
$
(395,390
)
$
354,507
(390,645
)
(4,745
)
395,390
(73,797
)
(97,981
)
8,235
(163,543
)
(109,935
)
285,467
15,432
190,964
(19,222
)
(86,229
)
(3,291
)
(108,742
)
(318,609
)
(223,995
)
(542,604
)
(92,636
)
92,636
(58
)
892
78
912
(430,525
)
(309,332
)
(3,213
)
92,636
(650,434
)
548,412
(65,769
)
1,017
483,660
(16,145
)
(16,145
)
103,526
(10,890
)
(92,636
)
9,493
4,748
14,241
541,760
42,505
(9,873
)
(92,636
)
481,756
167
167
1,300
18,640
2,513
22,453
1,256
26,549
7,217
35,022
$
2,556
$
45,189
$
9,730
$
$
57,475
Table of Contents
March 31,
June 30,
September 30,
December 31,
(in thousands, except per share amounts)
$
1,908,170
$
2,095,068
$
2,572,836
$
2,142,770
$
1,415,891
$
1,508,134
$
1,948,788
$
1,683,935
$
492,279
$
586,934
$
624,048
$
458,835
$
107,395
$
156,596
$
152,498
$
66,288
$
1.46
$
2.12
$
2.07
$
0.90
$
1.47
$
2.14
$
2.08
$
0.90
$
1,841,890
$
1,896,036
$
1,812,092
$
1,705,661
$
1,369,438
$
1,398,539
$
1,372,128
$
1,278,056
$
472,452
$
497,497
$
439,964
$
427,605
$
111,696
$
122,784
$
93,565
$
79,910
$
1.46
$
1.59
$
1.22
$
1.06
$
1.47
$
1.61
$
1.24
$
1.07
Table of Contents
Additions | ||||||||||||||||||||
Balance at | Charged to | Charged to | Balance at | |||||||||||||||||
Beginning | Costs and | Other | End of | |||||||||||||||||
Description | of Period | Expenses | Accounts | Deductions | Period | |||||||||||||||
|
||||||||||||||||||||
Year Ended December 31, 2006
Allowance for doubtful
accounts
|
$ | 10,511 | $ | 5,733 | $ | 5,025 | (1) | $ | 4,514 | (2) | $ | 16,755 | ||||||||
Year Ended December 31, 2007
Allowance for doubtful
accounts
|
$ | 16,755 | $ | 3,918 | $ | 1,338 | (1) | $ | 5,858 | (2) | $ | 16,153 | ||||||||
Year Ended December 31, 2008
Allowance for doubtful
accounts
|
$ | 16,153 | $ | 6,065 | $ | 7,875 | (1) | $ | 8,075 | (2) | $ | 22,018 |
(1) |
Additions from acquisitions charged to goodwill.
|
|
(2) | Uncollectible accounts written off, net of recoveries. |
81
82
84
Table of Contents
Table of Contents
/s/ KPMG LLP
Los Angeles, California
February 27, 2009
Table of Contents
85
Table of Contents
86
87
Exhibit
Number
Description
Agreement and Plan of Merger dated as of January 17, 2006, among Reliance Steel & Aluminum
Co., RSAC Acquisition Corp. and Earle M. Jorgensen Company
(1)
Registrants Restated Articles of Incorporation
(2)
Registrants Restated and Amended Bylaws
(2)
Amendment to Registrants Restated Articles of Incorporation dated May 20, 1998
(3)
Amendment to Registrants Restated and Amended Bylaws
Indenture dated November 20, 2006 by and among Reliance, the Subsidiary Guarantors named
therein and Wells Fargo Bank, a National Association and Forms of the Notes and the Exchange
Notes under the Indenture
(3)
Earle M. Jorgensen Company 2004 Stock Incentive Plan
(10)
Earle M. Jorgensen Retirement Savings Plan
(11)
Credit Agreement dated July 31, 2008 by and among Registrant and RSAC Management Corp.,
collectively as Borrowers, and Bank of America, N.A., as Administrative Agent, and the banks
identified as lenders therein.
(15)
First Amendment to Amended and Restated Credit Agreement dated July 31, 2008 by and among
Registrant and RSAC Management Corp., collectively as Borrowers, and Bank of American, as
Administrative Agent, and the banks identified as lenders therein.
(15)
Fourth Supplemental Indenture, dated August 1, 2008 by and among The Bank of New York
Mellon, as Trustee, and PNA Group, Inc. and the subsidiaries of PNA Group, Inc. that are
guarantors with respect thereto.
(15)
Registrants 1994 Incentive and Non-Qualified Stock Option Plan and the Forms of Agreements
related thereto, as amended
(2)
Registrants Form of Indemnification Agreement for officers and directors
(2)
Incentive Bonus Plan
(2)
Registrants Supplemental Executive Retirement Plan dated January 1, 1996
(4)
Registrants Amended and Restated Directors Stock Option Plan
(5)
Registrants Amended and Restated Stock Option and Restricted Stock Plan
(6)
Credit Agreement dated June 13, 2005
(7)
First Amendment to Credit Agreement dated February 16, 2006
(8)
Table of Contents
Exhibit
Number
Description
Omnibus Amendment to Note Purchase Agreements
(8)
Form of Note Purchase Agreement dated as of July 1, 2003 by and between the Registrant and
each of the Purchasers listed on the Schedule thereto
(9)
Omnibus Amendment No. 2 to Note Purchase Agreements
(8)
Amended and Restated Credit Agreement dated November 9, 2006
(12)
Corporate Officers Bonus Plan effective January 1, 2008
(16)
Registrants Deferred Compensation Plan effective December 1, 2008
Registrants Supplemental Executive Retirement Plan (Amended and Restated effective as of
January 1, 2009)
Registrants Code of Conduct
(13)
Letter to the SEC from Independent Registered Public Accounting Firm Ernst & Young
LLP
(14)
Subsidiaries of Registrant
Consent of Independent Registered Public Accounting Firm KPMG LLP
Consent of Independent Registered Public Accounting Firm Ernst & Young LLP
Power of Attorney
(17)
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of
the Securities Exchange Act, as amended
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of
the Securities Exchange Act, as amended
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(1)
Incorporated by reference from Exhibits 2.1 to Registrants Current Report
on Form 8-K, originally filed on January 19, 2006.
(2)
Incorporated by reference from Exhibits 3.01, 3.02, 10.01, 10.02, 10.03 and
10.06, respectively, to Registrants Registration Statement on Form S-1, as amended,
originally filed on May 25, 1994 as Commission File No. 33-79318.
(3)
Incorporated by reference from Exhibit 10.1 and 10.2 to Registrants
Current Report on Form 8-K dated November 20, 2006.
(4)
Incorporated by reference from Exhibit 10.06 to Registrants Form Annual
Report on 10-K, for the year ended December 31, 1996.
(5)
Incorporated by reference from Appendix A to Registrants Proxy Statement
for Annual Meeting of Shareholders held May 18, 2005.
(6)
Incorporated by reference from Exhibits 4.1, 4.2 and 4.3 to Registrants
Registration Statement on Form S-8 filed on August 4, 2006 as Commission File No.
333-136290.
(7)
Incorporated by reference from Exhibit 10.1 and 10.2 to Registrants
Current Report on Form 8-K dated June 13, 2005.
(8)
Incorporated by reference from Exhibits 4.2 and 4.3 to Registrants Current
Report on Form 8-K dated April 3, 2006.
(9)
Incorporated by reference from Exhibit 2.2 to Registrants Current Report
on Form 8-K dated July 1, 2003.
(10)
Incorporated by reference from Exhibits 4.1 through 4.7 to Registrants
Registration Statement on Form S-8, filed on April 11, 2006 as Commission File No.
333-133204.
(11)
Incorporated by reference from Exhibits 4.1 and 4.2 to Registrants
Registration Statement on Form S-8, filed on April 12, 2006 as Commission File No.
333-133221.
(12)
Incorporated by reference from Exhibit 10.1 to Registrants Current Report
on Form 8-K dated November 9, 2006.
(13)
Incorporated by reference from Exhibit 14.01 to Registrants Annual Report
on Form 10-K filed March 15, 2005.
(14)
Incorporated by reference from Exhibit 16 to Registrants Annual Report on
Form 10-K filed February 29, 2008 as amended by that Form 10-K/A filed August 6,
2008.
(15)
Incorporated by reference from Exhibits 4.1 through 4.3 to Registrants
Current Report on Form 8-K, filed on August 7, 2008.
(16)
Incorporated by reference from Appendix A to Registrants Proxy Statement
for Annual Meeting of Shareholders held May 21, 2008
(17)
Set forth on page 88 of this report.
Table of Contents
88
RELIANCE STEEL & ALUMINUM CO.
By:
/s/ David H. Hannah
David H. Hannah
Chairman and Chief Executive Officer
Signatures
Title
Date
Chief Executive Officer
(Principal Executive Officer);
Chairman of the
Board; Director
February 27, 2009
President and Chief Operating Officer;
Director
February 27, 2009
Executive Vice President and
Chief Financial Officer (Principal
Financial Officer;
Principal
Accounting Officer)
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Table of Contents
89
90
Sequentially
Exhibit
Numbered
Number
Description
Page
Agreement and Plan of Merger dated as of January 17, 2006, among Reliance Steel & Aluminum
Co., RSAC Acquisition Corp. and Earle M. Jorgensen Company
(1)
Registrants Restated Articles of Incorporation
(2)
Registrants Restated and Amended Bylaws
(2)
Amendment to Registrants Restated Articles of Incorporation dated May 20, 1998
(3)
Amendment to Registrants Restated and Amended Bylaws
Indenture dated November 20, 2006 by and among Reliance, the Subsidiary Guarantors named
therein and Wells Fargo Bank, a National Association and Forms of the Notes and the Exchange
Notes under the Indenture
(3)
Earle M. Jorgensen Company 2004 Stock Incentive Plan
(10)
Earle M. Jorgensen Retirement Savings Plan
(11)
Credit Agreement dated July 31, 2008 by and among Registrant and RSAC Management Corp.,
collectively as Borrowers, and Bank of America, N.A., as Administrative Agent, and the banks
identified as lenders therein.
(15)
First Amendment to Amended and Restated Credit Agreement dated July 31, 2008 by and among
Registrant and RSAC Management Corp., collectively as Borrowers, and Bank of American, as
Administrative Agent, and the banks identified as lenders therein.
(15)
Fourth Supplemental Indenture, dated August 1, 2008 by and among The Bank of New York
Mellon, as Trustee, and PNA Group, Inc. and the subsidiaries of PNA Group, Inc. that are
guarantors with respect thereto.
(15)
Registrants 1994 Incentive and Non-Qualified Stock Option Plan and the Forms of Agreements
related thereto, as amended
(2)
Registrants Form of Indemnification Agreement for officers and directors
(2)
Incentive Bonus Plan
(2)
Registrants Supplemental Executive Retirement Plan dated January 1, 1996
(4)
Registrants Amended and Restated Directors Stock Option Plan
(5)
Registrants Amended and Restated Stock Option and Restricted Stock Plan
(6)
Credit Agreement dated June 13, 2005
(7)
First Amendment to Credit Agreement dated February 16, 2006
(8)
Omnibus Amendment to Note Purchase Agreements
(8)
Form of Note Purchase Agreement dated as of July 1, 2003 by and between the Registrant and
each of the Purchasers listed on the Schedule thereto
(9)
Omnibus Amendment No. 2 to Note Purchase Agreements
(8)
Amended and Restated Credit Agreement dated November 9, 2006
(12)
Corporate Officers Bonus Plan effective January 1, 2008
(16)
Registrants Deferred Compensation Plan effective December 1, 2008
Registrants Supplemental Executive Retirement Plan (Amended and Restated effective as of
January 1, 2009)
Registrants Code of Conduct
(13)
Letter to the SEC from Independent Registered Public Accounting Firm Ernst & Young
LLP
(14)
Subsidiaries of Registrant
Consent of Independent Registered Public Accounting Firm KPMG LLP
Consent of Independent Registered Public Accounting Firm Ernst & Young LLP
Power of Attorney
(17)
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of
the Securities Exchange Act, as amended
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of
the Securities Exchange Act, as amended
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Table of Contents
(1)
Incorporated by reference from Exhibits 2.1 to Registrants Current Report
on Form 8-K, originally filed on January 19, 2006.
(2)
Incorporated by reference from Exhibits 3.01, 3.02, 10.01, 10.02, 10.03 and
10.06, respectively, to Registrants Registration Statement on Form S-1, as amended,
originally filed on May 25, 1994 as Commission File No. 33-79318.
(3)
Incorporated by reference from Exhibit 10.1 and 10.2 to Registrants
Current Report on Form 8-K dated November 20, 2006.
(4)
Incorporated by reference from Exhibit 10.06 to Registrants Form Annual
Report on 10-K, for the year ended December 31, 1996.
(5)
Incorporated by reference from Appendix A to Registrants Proxy Statement
for Annual Meeting of Shareholders held May 18, 2005.
(6)
Incorporated by reference from Exhibits 4.1, 4.2 and 4.3 to Registrants
Registration Statement on Form S-8 filed on August 4, 2006 as Commission File No.
333-136290.
(7)
Incorporated by reference from Exhibit 10.1 and 10.2 to Registrants
Current Report on Form 8-K dated June 13, 2005.
(8)
Incorporated by reference from Exhibits 4.2 and 4.3 to Registrants Current
Report on Form 8-K dated April 3, 2006.
(9)
Incorporated by reference from Exhibit 2.2 to Registrants Current Report
on Form 8-K dated July 1, 2003.
(10)
Incorporated by reference from Exhibits 4.1 through 4.7 to Registrants
Registration Statement on Form S-8, filed on April 11, 2006 as Commission File No.
333-133204.
(11)
Incorporated by reference from Exhibits 4.1 and 4.2 to Registrants
Registration Statement on Form S-8, filed on April 12, 2006 as Commission File No.
333-133221.
(12)
Incorporated by reference from Exhibit 10.1 to Registrants Current Report
on Form 8-K dated November 9, 2006.
(13)
Incorporated by reference from Exhibit 14.01 to Registrants Annual Report
on Form 10-K filed March 15, 2005.
(14)
Incorporated by reference from Exhibit 16 to Registrants Annual Report on
Form 10-K filed February 29, 2008 as amended by that Form 10-K/A filed August 6,
2008.
(15)
Incorporated by reference from Exhibits 4.1 through 4.3 to Registrants
Current Report on Form 8-K, filed on August 7, 2008.
(16)
Incorporated by reference from Appendix A to Registrants Proxy Statement
for Annual Meeting of Shareholders held May 21, 2008
(17)
Set forth on page 88 of this report.
Page | ||||||
|
||||||
ARTICLE 1 DEFINITIONS | 1 | |||||
|
||||||
ARTICLE 2 SELECTION, ENROLLMENT, ELIGIBILITY | 7 | |||||
|
||||||
2.1.
|
Selection by Committee | 7 | ||||
|
||||||
2.2.
|
Enrollment and Eligibility Requirements; Commencement of Participation | 7 | ||||
|
||||||
ARTICLE 3 DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/ VESTING/CREDITING/TAXES | 7 | |||||
|
||||||
3.1.
|
Maximum Deferral | 7 | ||||
|
||||||
3.2.
|
Timing of Deferral Elections; Effect of Election Form | 8 | ||||
|
||||||
3.3.
|
Withholding and Crediting of Annual Deferral Amounts | 8 | ||||
|
||||||
3.4.
|
Company Contribution Amount | 9 | ||||
|
||||||
3.5.
|
Vesting | 9 | ||||
|
||||||
3.6.
|
Crediting/Debiting of Account Balances | 10 | ||||
|
||||||
3.7.
|
FICA and Other Taxes | 11 | ||||
|
||||||
ARTICLE 4 SCHEDULED DISTRIBUTION; UNFORESEEABLE EMERGENCIES | 11 | |||||
|
||||||
4.1.
|
Scheduled Distributions | 11 | ||||
|
||||||
4.2.
|
Postponing Scheduled Distributions | 12 | ||||
|
||||||
4.3.
|
Other Benefits Take Precedence Over Scheduled Distributions | 12 | ||||
|
||||||
4.4.
|
Unforeseeable Emergencies | 13 | ||||
|
||||||
ARTICLE 5 CHANGE IN CONTROL BENEFIT | 13 | |||||
|
||||||
5.1.
|
Change in Control Benefit | 13 | ||||
|
||||||
5.2.
|
Payment of Change in Control Benefit | 13 | ||||
|
||||||
ARTICLE 6 RETIREMENT BENEFIT | 13 | |||||
|
||||||
6.1.
|
Retirement Benefit | 13 |
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|
||||||
6.2.
|
Payment of Retirement Benefit | 14 | ||||
|
||||||
ARTICLE 7 TERMINATION BENEFIT | 15 | |||||
|
||||||
7.1.
|
Termination Benefit | 15 | ||||
|
||||||
7.2.
|
Payment of Termination Benefit | 15 | ||||
ARTICLE 8 DEATH BENEFIT | 16 | |||||
|
||||||
8.1.
|
Death Benefit | 16 | ||||
|
||||||
8.2.
|
Payment of Death Benefit. | 16 | ||||
|
||||||
ARTICLE 9 BENEFICIARY DESIGNATION | 17 | |||||
|
||||||
9.1.
|
Beneficiary | 17 | ||||
|
||||||
9.2.
|
Beneficiary Designation; Change; Spousal Consent | 17 | ||||
|
||||||
9.3.
|
Acknowledgment | 17 | ||||
|
||||||
9.4.
|
No Beneficiary Designation | 17 | ||||
|
||||||
9.5.
|
Doubt as to Beneficiary | 17 | ||||
|
||||||
9.6.
|
Discharge of Obligations | 17 | ||||
|
||||||
ARTICLE 10 LEAVE OF ABSENCE | 18 | |||||
|
||||||
10.1.
|
Paid Leave of Absence | 18 | ||||
|
||||||
10.2.
|
Unpaid Leave of Absence | 18 | ||||
|
||||||
ARTICLE 11 TERMINATION OF PLAN, AMENDMENT OR MODIFICATION | 18 | |||||
|
||||||
11.1.
|
Termination of Plan | 18 | ||||
|
||||||
11.2.
|
Amendment | 19 | ||||
|
||||||
11.3.
|
Plan Agreement | 19 | ||||
|
||||||
11.4.
|
Effect of Payment | 19 | ||||
|
||||||
ARTICLE 12 ADMINISTRATION | 19 | |||||
|
||||||
12.1.
|
Committee Duties | 19 | ||||
|
||||||
12.2.
|
Administration Upon Change In Control | 19 |
-ii-
Page | ||||||
|
||||||
12.3.
|
Agents | 19 | ||||
|
||||||
12.4.
|
Binding Effect of Decisions | 20 | ||||
|
||||||
12.5.
|
Indemnity of Committee | 20 | ||||
|
||||||
12.6.
|
Employer Information | 20 | ||||
|
||||||
ARTICLE 13 OTHER BENEFITS AND AGREEMENTS | 20 | |||||
|
||||||
13.1.
|
Coordination with Other Benefits | 20 | ||||
|
||||||
ARTICLE 14 CLAIMS PROCEDURES | 20 | |||||
|
||||||
14.1.
|
Presentation of Claim | 20 | ||||
|
||||||
14.2.
|
Notification of Decision | 20 | ||||
|
||||||
14.3.
|
Review of a Denied Claim | 21 | ||||
|
||||||
14.4.
|
Decision on Review | 21 | ||||
|
||||||
14.5.
|
Legal Action | 22 | ||||
|
||||||
ARTICLE 15 TRUST | 22 | |||||
|
||||||
15.1.
|
Establishment of the Trust | 22 | ||||
|
||||||
15.2.
|
Interrelationship of the Plan and the Trust | 22 | ||||
|
||||||
15.3.
|
Distributions From the Trust | 22 | ||||
|
||||||
ARTICLE 16 MISCELLANEOUS | 22 | |||||
|
||||||
16.1.
|
Status of Plan | 22 | ||||
|
||||||
16.2.
|
Unsecured General Creditor | 23 | ||||
|
||||||
16.3.
|
Companys Liability | 23 | ||||
|
||||||
16.4.
|
Nonassignability | 23 | ||||
|
||||||
16.5.
|
Not a Contract of Employment | 23 | ||||
|
||||||
16.6.
|
Furnishing Information | 23 | ||||
|
||||||
16.7.
|
Terms | 25 | ||||
|
||||||
16.8.
|
Captions | 24 |
-iii-
Page | ||||||
|
||||||
16.9.
|
Governing Law | 24 | ||||
|
||||||
16.10.
|
Notice | 24 | ||||
|
||||||
16.11.
|
Successors | 24 | ||||
|
||||||
16.12.
|
Spouses Interest | 24 | ||||
|
||||||
16.13.
|
Validity | 24 | ||||
|
||||||
16.14.
|
Incompetent | 24 | ||||
|
||||||
16.15.
|
Distribution in the Event of Income Inclusion Under Code Section 409A | 25 | ||||
|
||||||
16.16.
|
Deduction Limitation on Benefit Payments | 25 | ||||
|
||||||
16.17.
|
Limited Cashout | 25 | ||||
|
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Deferral | Maximum Percentage | |||
Base Salary
|
75 | % | ||
Bonus
|
100 | % |
-7-
-8-
Years of Plan Participation | Vested Percentage | |||
Less than 1 year
|
0 | % | ||
1 year or more, but less than 2
|
20 | % | ||
2 years or more, but less than 3
|
40 | % | ||
3 years or more, but less than 4
|
60 | % | ||
4 years or more, but less than 5
|
80 | % | ||
5 years or more
|
100 | % |
-9-
-10-
-11-
-12-
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-15-
-16-
-17-
-18-
-19-
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-22-
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Company
Reliance Steel & Aluminum Co., a California corporation |
||||
By: | /s/ Karla R. Lewis | |||
Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer; Principal Accounting Officer) |
-26-
-1-
Page | ||||
|
||||
ARTICLE 1 DEFINITIONS
|
1 | |||
|
||||
ARTICLE 2 SELECTION, ENROLLMENT
|
6 | |||
2.1. Selection by Committee
|
6 | |||
2.2. Enrollment Requirements
|
6 | |||
|
||||
ARTICLE 3 VESTING
|
7 | |||
3.1. Vesting
|
7 | |||
|
||||
ARTICLE 4 RETIREMENT BENEFIT
|
7 | |||
4.1. Retirement Benefit
|
7 | |||
4.2. Payment of Retirement Benefit
|
7 | |||
4.3. Payment Election
|
8 | |||
|
||||
ARTICLE 5 DEATH BENEFIT
|
9 | |||
5.1. Death Benefit
|
9 | |||
5.2. Payment of Death Benefit
|
9 | |||
5.3. Payment Election.
|
10 | |||
|
||||
ARTICLE 6 DISABILITY BENEFIT
|
10 | |||
6.1. Disability Benefit
|
10 | |||
6.2. Payment of Disability Benefit
|
11 | |||
6.3. Payment Election
|
11 | |||
|
||||
ARTICLE 7 CHANGE IN CONTROL BENEFIT
|
12 |
-i-
Page | ||||
7.1. Change in Control Benefit
|
12 | |||
7.2. Payment of Change in Control Benefit
|
12 | |||
|
||||
ARTICLE 8 BENEFICIARY DESIGNATION
|
12 | |||
8.1. Beneficiary
|
12 | |||
8.2. Beneficiary Designation; Change; Spousal Consent
|
13 | |||
8.3. Acknowledgment
|
13 | |||
8.4. No Beneficiary Designation
|
13 | |||
8.5. Doubt as to Beneficiary
|
13 | |||
8.6. Discharge of Obligations
|
13 | |||
|
||||
ARTICLE 9 TERMINATION OF PLAN, AMENDMENT OR MODIFICATION
|
13 | |||
9.1. Termination of Plan
|
13 | |||
9.2. Amendment
|
14 | |||
9.3. Effect of Payment
|
14 | |||
|
||||
ARTICLE 10 ADMINISTRATION
|
14 | |||
10.1. Committee Duties
|
14 | |||
10.2. Administration Upon Change In Control
|
14 | |||
10.3. Agents
|
14 | |||
10.4. Binding Effect of Decisions
|
14 | |||
10.5. Indemnity of Committee
|
15 | |||
10.6. Employer Information
|
15 | |||
|
||||
ARTICLE 11 OTHER BENEFITS AND AGREEMENTS
|
15 |
-ii-
Page | ||||
11.1. Coordination with Other Benefits
|
15 | |||
|
||||
ARTICLE 12 CLAIMS PROCEDURES
|
15 | |||
12.1. Presentation of Claim
|
15 | |||
12.2. Notification of Decision
|
15 | |||
12.3. Review of a Denied Claim
|
16 | |||
12.4. Decision on Review
|
16 | |||
12.5. Legal Action
|
17 | |||
|
||||
ARTICLE 13 TRUST
|
17 | |||
13.1. Establishment of the Trust
|
17 | |||
13.2. Interrelationship of the Plan and the Trust
|
17 | |||
13.3. Distributions From the Trust
|
17 | |||
|
||||
ARTICLE 14 MISCELLANEOUS
|
17 | |||
14.1. Status of Plan
|
17 | |||
14.2. Unsecured General Creditor
|
18 | |||
14.3. Companys Liability
|
18 | |||
14.4. Nonassignability
|
18 | |||
14.5. Not a Contract of Employment
|
18 | |||
14.6. Furnishing Information
|
18 | |||
14.7. Terms
|
18 | |||
14.8. Captions
|
19 | |||
14.9. Governing Law
|
19 |
-iii-
Page | ||||
14.10. Notice
|
19 | |||
14.11. Successors
|
19 | |||
14.12. Spouses Interest
|
19 | |||
14.13. Validity
|
19 | |||
14.14. Distribution in the Event of Income Inclusion Under Code Section 409A
|
19 | |||
14.15. Taxes
|
20 | |||
14.16. Termination for Cause
|
20 | |||
14.17. Limited Cashout
|
20 |
-iv-
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-2-
-3-
-4-
-5-
-6-
-7-
-8-
-9-
-10-
-11-
-12-
-13-
-14-
-15-
-16-
-17-
-18-
-19-
-20-
Company
Reliance Steel & Aluminum Co., a California corporation |
||||
By: | /s/ Karla R. Lewis | |||
Title: Executive Vice President and | ||||
Chief Financial Officer (Principal Financial Officer; Principal Accounting Officer) |
-21-
-1-
91
92
93
1. | I have reviewed this annual report on Form 10-K of Reliance Steel & Aluminum Co., a California corporation (the Company ), for the year ended December 31, 2008; |
2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Dated: February 27, 2009 | /s/ David H. Hannah | |||
David H. Hannah | ||||
Chairman and Chief Executive Officer |
94
1. | I have reviewed this annual report on Form 10-K of Reliance Steel & Aluminum Co., a California corporation (the Company ), for the year ended December 31, 2008; |
2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Dated: February 27, 2009 | /s/ Karla R. Lewis | |||
Karla R. Lewis | ||||
Executive Vice President and
Chief Financial Officer |
95
/s/ David H. Hannah | ||||
David H. Hannah | ||||
Chairman and Chief Executive Officer | ||||
/s/ Karla R. Lewis | ||||
Karla R. Lewis | ||||
Executive Vice President and
Chief Financial Officer |
||||
96