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Condensed Consolidating Financial Statements | 9 Months Ended
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Sep. 30, 2011
Condensed Consolidating Financial Statements |
Condensed Consolidating Financial Statements |
11. Condensed Consolidating Financial Statements In November 2006, the Company issued senior unsecured notes in the aggregate principal amount of $600 million at fixed interest rates that are guaranteed by its wholly-owned domestic subsidiaries. The accompanying consolidating financial information has been prepared and presented pursuant to Rule 3-10 of SEC Regulation S-X “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The guarantees are full and unconditional and joint and several obligations of each of the guarantor subsidiaries. There are no significant restrictions on the ability of the Company to obtain funds from any of the guarantor subsidiaries by dividends or loans. The supplemental consolidating financial information has been presented in lieu of separate financial statements of the guarantors as such separate financial statements are not considered meaningful. Condensed Unaudited Consolidating Balance Sheet As of September 30, 2011 (in millions)
|  | Parent |  | Guarantor Subsidiaries |  | Non- Guarantor Subsidiaries |  | Eliminations & Reclassifications |  | Consolidated |
Assets |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 29.3 |  | $ | 8.5 |  | $ | 53.3 |  | $ | — |  | $ | 91.1 |
Accounts receivable, less allowance for doubtful accounts |  | 76.0 |  | 841.0 |  | 102.5 |  | — |  | 1,019.5 |
Inventories |  | 55.6 |  | 1,079.5 |  | 141.5 |  | — |  | 1,276.6 |
Intercompany receivables |  | 0.3 |  | 31.2 |  | 5.8 |  | (37.3 | ) | — |
Other current assets |  | 94.5 |  | 29.9 |  | 9.2 |  | (91.1 | ) | 42.5 |
Total current assets |  | 255.7 |  | 1,990.1 |  | 312.3 |  | (128.4 | ) | 2,429.7 |
Investments in subsidiaries |  | 2,157.1 |  | 261.0 |  | — |  | (2,418.1 | ) | — |
Property, plant and equipment, net |  | 97.3 |  | 918.3 |  | 72.0 |  | — |  | 1,087.6 |
Goodwill |  | 23.8 |  | 1,110.5 |  | 97.3 |  | — |  | 1,231.6 |
Intangible assets, net |  | 13.8 |  | 754.9 |  | 141.1 |  | — |  | 909.8 |
Intercompany receivables |  | 2,351.3 |  | 36.1 |  | — |  | (2,387.4 | ) | — |
Other assets |  | 5.2 |  | 62.3 |  | 1.8 |  | — |  | 69.3 |
Total assets |  | $ | 4,904.2 |  | $ | 5,133.2 |  | $ | 624.5 |  | $ | (4,933.9 | ) | $ | 5,728.0 |
Liabilities & Equity |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  | $ | 41.0 |  | $ | 343.8 |  | $ | 65.2 |  | $ | (37.3 | ) | $ | 412.7 |
Accrued compensation and retirement costs |  | 17.1 |  | 75.8 |  | 7.2 |  | — |  | 100.1 |
Other current liabilities |  | 49.0 |  | 45.8 |  | 8.4 |  | — |  | 103.2 |
Income taxes payable |  | — |  | 20.9 |  | 9.3 |  | (25.5 | ) | 4.7 |
Deferred income taxes |  | — |  | 75.2 |  | — |  | (65.6 | ) | 9.6 |
Current maturities of long-term debt and short-term borrowings |  | 0.3 |  | 0.2 |  | 13.7 |  | — |  | 14.2 |
Total current liabilities |  | 107.4 |  | 561.7 |  | 103.8 |  | (128.4 | ) | 644.5 |
Long-term debt |  | 1,463.9 |  | — |  | — |  | — |  | 1,463.9 |
Intercompany borrowings |  | — |  | 2,226.4 |  | 161.0 |  | (2,387.4 | ) | — |
Deferred taxes and other long-term liabilities |  | 248.2 |  | 252.7 |  | 26.0 |  | — |  | 526.9 |
Total Reliance shareholders’ equity |  | 3,084.7 |  | 2,088.0 |  | 330.1 |  | (2,418.1 | ) | 3,084.7 |
Noncontrolling interests |  | — |  | 4.4 |  | 3.6 |  | — |  | 8.0 |
Total equity |  | 3,084.7 |  | 2,092.4 |  | 333.7 |  | (2,418.1 | ) | 3,092.7 |
Total liabilities and equity |  | $ | 4,904.2 |  | $ | 5,133.2 |  | $ | 624.5 |  | $ | (4,933.9 | ) | $ | 5,728.0 |
Condensed Consolidating Balance Sheet As of December 31, 2010 (in millions)
|  | Parent |  | Guarantor Subsidiaries |  | Non- Guarantor Subsidiaries |  | Eliminations & Reclassifications |  | Consolidated |
Assets |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 14.4 |  | $ | 8.0 |  | $ | 50.5 |  | $ | — |  | $ | 72.9 |
Accounts receivable, less allowance for doubtful accounts |  | 58.1 |  | 586.2 |  | 52.7 |  | — |  | 697.0 |
Inventories |  | 33.6 |  | 770.4 |  | 56.2 |  | — |  | 860.2 |
Intercompany receivables |  | 0.3 |  | 12.4 |  | — |  | (12.7 | ) | — |
Other current assets |  | 99.8 |  | 27.3 |  | 5.1 |  | (61.4 | ) | 70.8 |
Total current assets |  | 206.2 |  | 1,404.3 |  | 164.5 |  | (74.1 | ) | 1,700.9 |
Investments in subsidiaries |  | 1,783.2 |  | 202.8 |  | — |  | (1,986.0 | ) | — |
Property, plant and equipment, net |  | 97.5 |  | 870.3 |  | 57.5 |  | — |  | 1,025.3 |
Goodwill |  | 23.8 |  | 1,029.0 |  | 56.8 |  | — |  | 1,109.6 |
Intangible assets, net |  | 9.8 |  | 681.1 |  | 64.9 |  | — |  | 755.8 |
Intercompany receivables |  | 1,956.5 |  | — |  | — |  | (1,956.5 | ) | — |
Other assets |  | 4.9 |  | 71.4 |  | 1.0 |  | — |  | 77.3 |
Total assets |  | $ | 4,081.9 |  | $ | 4,258.9 |  | $ | 344.7 |  | $ | (4,016.6 | ) | $ | 4,668.9 |
Liabilities & Equity |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  | $ | 24.5 |  | $ | 204.6 |  | $ | 28.6 |  | $ | (12.7 | ) | $ | 245.0 |
Accrued compensation and retirement costs |  | 14.9 |  | 64.8 |  | 5.4 |  | — |  | 85.1 |
Other current liabilities |  | 37.6 |  | 40.2 |  | 4.9 |  | — |  | 82.7 |
Deferred income taxes |  | — |  | 71.0 |  | — |  | (61.4 | ) | 9.6 |
Current maturities of long-term debt and short-term borrowings |  | 74.4 |  | — |  | 11.8 |  | — |  | 86.2 |
Total current liabilities |  | 151.4 |  | 380.6 |  | 50.7 |  | (74.1 | ) | 508.6 |
Long-term debt |  | 854.9 |  | 0.2 |  | — |  | — |  | 855.1 |
Intercompany borrowings |  | — |  | 1,926.9 |  | 29.6 |  | (1,956.5 | ) | — |
Deferred taxes and other long-term liabilities |  | 251.9 |  | 218.2 |  | 5.0 |  | — |  | 475.1 |
Total Reliance shareholders’ equity |  | 2,823.7 |  | 1,729.5 |  | 256.5 |  | (1,986.0 | ) | 2,823.7 |
Noncontrolling interests |  | — |  | 3.5 |  | 2.9 |  | — |  | 6.4 |
Total equity |  | 2,823.7 |  | 1,733.0 |  | 259.4 |  | (1,986.0 | ) | 2,830.1 |
Total liabilities and equity |  | $ | 4,081.9 |  | $ | 4,258.9 |  | $ | 344.7 |  | $ | (4,016.6 | ) | $ | 4,668.9 |
Condensed Unaudited Consolidating Statement of Income For the three months ended September 30, 2011 (in millions)
|  | Parent |  | Guarantor Subsidiaries |  | Non- Guarantor Subsidiaries |  | Eliminations |  | Consolidated |
Net sales |  | $ | 178.9 |  | $ | 1,858.3 |  | $ | 157.3 |  | $ | (55.9 | ) | $ | 2,138.6 |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |
Cost of sales (exclusive of depreciation and amortization shown below) |  | 144.2 |  | 1445.9 |  | 110.5 |  | (55.9 | ) | 1,644.7 |
Warehouse, delivery, selling, general and administrative |  | 19.7 |  | 289.1 |  | 22.6 |  | (11.8 | ) | 319.6 |
Depreciation and amortization |  | 4.4 |  | 27.1 |  | 2.7 |  | — |  | 34.2 |
|  | 168.3 |  | 1,762.1 |  | 135.8 |  | (67.7 | ) | 1,998.5 |
Operating income |  | 10.6 |  | 96.2 |  | 21.5 |  | 11.8 |  | 140.1 |
Other income (expense): |  |  |  |  |  |  |  |  |  |  |
Interest |  | (14.8 | ) | (4.6 | ) | (1.1 | ) | 5.5 |  | (15.0 | )
Other income (expense), net |  | 16.0 |  | (3.9 | ) | (1.3 | ) | (17.3 | ) | (6.5 | )
Income before equity in earnings of subsidiaries and income taxes |  | 11.8 |  | 87.7 |  | 19.1 |  | — |  | 118.6 |
Equity in earnings of subsidiaries |  | 64.1 |  | 8.0 |  | — |  | (72.1 | ) | — |
Income before income taxes |  | 75.9 |  | 95.7 |  | 19.1 |  | (72.1 | ) | 118.6 |
Income tax (benefit) provision |  | (9.0 | ) | 37.2 |  | 4.1 |  | — |  | 32.3 |
Net income |  | 84.9 |  | 58.5 |  | 15.0 |  | (72.1 | ) | 86.3 |
Less: Net income attributable to noncontrolling interests |  | — |  | 1.2 |  | 0.2 |  | — |  | 1.4 |
Net income attributable to Reliance |  | $ | 84.9 |  | $ | 57.3 |  | $ | 14.8 |  | $ | (72.1 | ) | $ | 84.9 |
Condensed Unaudited Consolidating Statement of Income For the three months ended September 30, 2010 (in millions)
|  | Parent |  | Guarantor Subsidiaries |  | Non- Guarantor Subsidiaries |  | Eliminations |  | Consolidated |
Net sales |  | $ | 155.0 |  | $ | 1,449.3 |  | $ | 89.3 |  | $ | (39.8 | ) | $ | 1,653.8 |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |
Cost of sales (exclusive of depreciation and amortization shown below) |  | 119.0 |  | 1,119.4 |  | 59.0 |  | (39.8 | ) | 1,257.6 |
Warehouse, delivery, selling, general and administrative |  | 26.6 |  | 248.2 |  | 17.8 |  | (14.4 | ) | 278.2 |
Depreciation and amortization |  | 3.3 |  | 24.8 |  | 1.7 |  | — |  | 29.8 |
|  | 148.9 |  | 1,392.4 |  | 78.5 |  | (54.2 | ) | 1,565.6 |
Operating income |  | 6.1 |  | 56.9 |  | 10.8 |  | 14.4 |  | 88.2 |
Other income (expense): |  |  |  |  |  |  |  |  |  |  |
Interest |  | (15.6 | ) | (4.4 | ) | (0.2 | ) | 4.9 |  | (15.3 | )
Other (expense) income, net |  | (28.9 | ) | 48.2 |  | 0.5 |  | (19.3 | ) | 0.5 |
(Loss) income before equity in earnings of subsidiaries and income taxes |  | (38.4 | ) | 100.7 |  | 11.1 |  | — |  | 73.4 |
Equity in earnings of subsidiaries |  | 63.5 |  | 5.0 |  | — |  | (68.5 | ) | — |
Income before income taxes |  | 25.1 |  | 105.7 |  | 11.1 |  | (68.5 | ) | 73.4 |
Income tax (benefit) provision |  | (23.6 | ) | 45.2 |  | 2.5 |  | — |  | 24.1 |
Net income |  | 48.7 |  | 60.5 |  | 8.6 |  | (68.5 | ) | 49.3 |
Less: Net income (loss) attributable to noncontrolling interests |  | — |  | 0.8 |  | (0.2 | ) | — |  | 0.6 |
Net income attributable to Reliance |  | $ | 48.7 |  | $ | 59.7 |  | $ | 8.8 |  | $ | (68.5 | ) | $ | 48.7 |
Condensed Unaudited Consolidating Statement of Income For the nine months ended September 30, 2011 (in millions)
|  | Parent |  | Guarantor Subsidiaries |  | Non- Guarantor Subsidiaries |  | Eliminations |  | Consolidated |
Net sales |  | $ | 537.4 |  | $ | 5,346.2 |  | $ | 383.0 |  | $ | (165.8 | ) | $ | 6,100.8 |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |
Cost of sales (exclusive of depreciation and amortization shown below) |  | 412.5 |  | 4,085.5 |  | 257.6 |  | (165.8 | ) | 4,589.8 |
Warehouse, delivery, selling, general and administrative |  | 59.1 |  | 886.4 |  | 63.5 |  | (57.2 | ) | 951.8 |
Depreciation and amortization |  | 11.3 |  | 81.2 |  | 6.2 |  | — |  | 98.7 |
|  | 482.9 |  | 5,053.1 |  | 327.3 |  | (223.0 | ) | 5,640.3 |
Operating income |  | 54.5 |  | 293.1 |  | 55.7 |  | 57.2 |  | 460.5 |
Other income (expense): |  |  |  |  |  |  |  |  |  |  |
Interest |  | (44.6 | ) | (23.2 | ) | (1.5 | ) | 24.2 |  | (45.1 | )
Other income (expense), net |  | 78.3 |  | 2.2 |  | (1.3 | ) | (81.4 | ) | (2.2 | )
Income before equity in earnings of subsidiaries and income taxes |  | 88.2 |  | 272.1 |  | 52.9 |  | — |  | 413.2 |
Equity in earnings of subsidiaries |  | 168.8 |  | 23.7 |  | — |  | (192.5 | ) | — |
Income before income taxes |  | 257.0 |  | 295.8 |  | 52.9 |  | (192.5 | ) | 413.2 |
Income tax (benefit) provision |  | (18.9 | ) | 140.1 |  | 11.9 |  | — |  | 133.1 |
Net income |  | 275.9 |  | 155.7 |  | 41.0 |  | (192.5 | ) | 280.1 |
Less: Net income attributable to noncontrolling interests |  | — |  | 3.5 |  | 0.7 |  | — |  | 4.2 |
Net income attributable to Reliance |  | $ | 275.9 |  | $ | 152.2 |  | $ | 40.3 |  | $ | (192.5 | ) | $ | 275.9 |
Condensed Unaudited Consolidating Statement of Income For the nine months ended September 30, 2010 (in millions)
|  | Parent |  | Guarantor Subsidiaries |  | Non- Guarantor Subsidiaries |  | Eliminations |  | Consolidated |
Net sales |  | $ | 448.0 |  | $ | 4,164.6 |  | $ | 244.4 |  | $ | (128.5 | ) | $ | 4,728.5 |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |
Cost of sales (exclusive of depreciation and amortization shown below) |  | 339.5 |  | 3,159.5 |  | 166.9 |  | (128.5 | ) | 3,537.4 |
Warehouse, delivery, selling, general and administrative |  | 75.1 |  | 745.0 |  | 51.9 |  | (52.4 | ) | 819.6 |
Depreciation and amortization |  | 9.6 |  | 74.7 |  | 4.6 |  | — |  | 88.9 |
|  | 424.2 |  | 3,979.2 |  | 223.4 |  | (180.9 | ) | 4,445.9 |
Operating income |  | 23.8 |  | 185.4 |  | 21.0 |  | 52.4 |  | 282.6 |
Other income (expense): |  |  |  |  |  |  |  |  |  |  |
Interest |  | (46.9 | ) | (26.2 | ) | (0.5 | ) | 27.6 |  | (46.0 | )
Other income (expense), net |  | 31.3 |  | 47.7 |  | 0.4 |  | (80.0 | ) | (0.6 | )
Income before equity in earnings of subsidiaries and income taxes |  | 8.2 |  | 206.9 |  | 20.9 |  | — |  | 236.0 |
Equity in earnings of subsidiaries |  | 113.6 |  | 9.6 |  | — |  | (123.2 | ) | — |
Income before income taxes |  | 121.8 |  | 216.5 |  | 20.9 |  | (123.2 | ) | 236.0 |
Income tax (benefit) provision |  | (33.1 | ) | 107.9 |  | 4.1 |  | — |  | 78.9 |
Net income |  | 154.9 |  | 108.6 |  | 16.8 |  | (123.2 | ) | 157.1 |
Less: Net income attributable to noncontrolling interests |  | — |  | 2.2 |  | — |  | — |  | 2.2 |
Net income attributable to Reliance |  | $ | 154.9 |  | $ | 106.4 |  | $ | 16.8 |  | $ | (123.2 | ) | $ | 154.9 |
Condensed Unaudited Consolidating Cash Flow Statement For the nine months ended September 30, 2011 (in millions)
|  | Parent |  | Guarantor Subsidiaries |  | Non- Guarantor Subsidiaries |  | Eliminations |  | Consolidated |
Operating activities: |  |  |  |  |  |  |  |  |  |  |
Net income |  | $ | 275.9 |  | $ | 155.7 |  | $ | 41.0 |  | $ | (192.5 | ) | $ | 280.1 |
Equity in earnings of subsidiaries |  | (168.8 | ) | (25.3 | ) | — |  | 192.5 |  | (1.6 | )
Other operating activities, net |  | 4.6 |  | (244.5 | ) | (21.3 | ) | — |  | (261.2 | )
Cash provided by (used in) operating activities |  | 111.7 |  | (114.1 | ) | 19.7 |  | — |  | 17.3 |
Investing activities: |  |  |  |  |  |  |  |  |  |  |
Purchases of property, plant and equipment |  | (9.5 | ) | (99.9 | ) | (3.3 | ) | — |  | (112.7 | )
Acquisition of a metal service center, net of cash acquired |  | (306.5 | ) | — |  | — |  | — |  | (306.5 | )
Net advances to subsidiaries |  | (294.7 | ) | — |  | — |  | 294.7 |  | — |
Other investing activities, net |  | 3.9 |  | 8.7 |  | 0.1 |  | — |  | 12.7 |
Cash used in investing activities |  | (606.8 | ) | (91.2 | ) | (3.2 | ) | 294.7 |  | (406.5 | )
Financing activities: |  |  |  |  |  |  |  |  |  |  |
Net borrowings (repayments) of debt |  | 534.8 |  | (76.1 | ) | (28.0 | ) | — |  | 430.7 |
Dividends paid |  | (26.9 | ) | — |  | — |  | — |  | (26.9 | )
Net intercompany borrowings |  | — |  | 284.5 |  | 10.2 |  | (294.7 | ) | — |
Other financing activities, net |  | 2.1 |  | (2.6 | ) | — |  | — |  | (0.5 | )
Cash provided by (used in) financing activities |  | 510.0 |  | 205.8 |  | (17.8 | ) | (294.7 | ) | 403.3 |
Effect of exchange rate changes on cash and cash equivalents |  | — |  | — |  | 4.1 |  | — |  | 4.1 |
Increase in cash and cash equivalents |  | 14.9 |  | 0.5 |  | 2.8 |  | — |  | 18.2 |
Cash and cash equivalents at beginning of year |  | 14.4 |  | 8.0 |  | 50.5 |  | — |  | 72.9 |
Cash and cash equivalents at end of period |  | $ | 29.3 |  | $ | 8.5 |  | $ | 53.3 |  | $ | — |  | $ | 91.1 |
Condensed Unaudited Consolidating Cash Flow Statement For the nine months ended September 30, 2010 (in millions)
|  | Parent |  | Guarantor Subsidiaries |  | Non- Guarantor Subsidiaries |  | Eliminations |  | Consolidated |
Operating activities: |  |  |  |  |  |  |  |  |  |  |
Net income |  | $ | 154.9 |  | $ | 108.6 |  | $ | 16.8 |  | $ | (123.2 | ) | $ | 157.1 |
Equity in earnings of subsidiaries |  | (113.6 | ) | (9.8 | ) | — |  | 123.2 |  | (0.2 | )
Other operating activities, net |  | 21.3 |  | (118.9 | ) | (11.6 | ) | — |  | (109.2 | )
Cash provided by (used in) operating activities |  | 62.6 |  | (20.1 | ) | 5.2 |  | — |  | 47.7 |
Investing activities: |  |  |  |  |  |  |  |  |  |  |
Purchases of property, plant and equipment |  | (6.9 | ) | (53.5 | ) | (5.4 | ) | — |  | (65.8 | )
Net advances to subsidiaries |  | (81.4 | ) | — |  | — |  | 81.4 |  | — |
Other investing activities, net |  | (5.0 | ) | 4.8 |  | 0.1 |  | 5.1 |  | 5.0 |
Cash used in investing activities |  | (93.3 | ) | (48.7 | ) | (5.3 | ) | 86.5 |  | (60.8 | )
Financing activities: |  |  |  |  |  |  |  |  |  |  |
Net borrowings (repayments) of debt |  | 154.7 |  | (0.5 | ) | 3.9 |  | — |  | 158.1 |
Dividends paid |  | (22.2 | ) | — |  | — |  | — |  | (22.2 | )
Net intercompany borrowings |  | — |  | 80.1 |  | 1.3 |  | (81.4 | ) | — |
Other financing activities, net |  | 20.8 |  | (1.0 | ) | 5.2 |  | (5.1 | ) | 19.9 |
Cash provided by financing activities |  | 153.3 |  | 78.6 |  | 10.4 |  | (86.5 | ) | 155.8 |
Effect of exchange rate changes on cash and cash equivalents |  | — |  | — |  | 0.8 |  | — |  | 0.8 |
Increase in cash and cash equivalents |  | 122.6 |  | 9.8 |  | 11.1 |  | — |  | 143.5 |
Cash and cash equivalents at beginning of year |  | 9.0 |  | 6.9 |  | 27.1 |  | — |  | 43.0 |
Cash and cash equivalents at end of period |  | $ | 131.6 |  | $ | 16.7 |  | $ | 38.2 |  | $ | — |  | $ | 186.5 |

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- Definition Disclosure of the condensed financial statements (balance sheet, income statement and statement of cash flows), normally using the registrant (parent) as the sole domain member. If condensed consolidating financial statements are being presented, other domain members (in addition to parent) such as guarantor subsidiaries, non-guarantor subsidiaries, and the consolidation eliminations, will be included in order that the respective monetary amounts for each of the domains will aggregate to the respective amounts on the consolidated financial statements. The line items are the various captions used to compile the condensed financial statements. + Details
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