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Condensed Consolidating Financial Statements | 6 Months Ended
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Jun. 30, 2014
Condensed Consolidating Financial Statements |
Condensed Consolidating Financial Statements | 11. Condensed Consolidating Financial Statements In November 2006 and April 2013, we issued senior unsecured notes in the aggregate principal amount of $1.1 billion, at fixed interest rates that are guaranteed by certain of our 100%-owned domestic subsidiaries that also guarantee borrowings under the Credit Agreement. 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 our ability 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 June 30, 2014 (in millions)
|  |  |  |  |  | Non- |  |  |  |  |
|  |  |  | Guarantor |  | Guarantor |  | Consolidating |  |  |
|  | Parent |  | Subsidiaries |  | Subsidiaries |  | Adjustments |  | Consolidated |
Assets |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 49.4 |  | $ | (11.0 | ) | $ | 75.1 |  | $ | — |  | $ | 113.5 |
Accounts receivable, less allowance for doubtful accounts |  | 79.7 |  | 992.9 |  | 96.6 |  | — |  | 1,169.2 |
Inventories |  | 64.9 |  | 1,549.5 |  | 155.5 |  | — |  | 1,769.9 |
Income taxes receivable |  | 52.2 |  | — |  | — |  | (52.2 | ) | — |
Intercompany receivables |  | 0.6 |  | 17.7 |  | 1.4 |  | (19.7 | ) | — |
Other current assets |  | 115.0 |  | 50.1 |  | 14.6 |  | (76.9 | ) | 102.8 |
Total current assets |  | 361.8 |  | 2,599.2 |  | 343.2 |  | (148.8 | ) | 3,155.4 |
Investments in subsidiaries |  | 4,645.3 |  | 219.2 |  | — |  | (4,864.5 | ) | — |
Property, plant and equipment, net |  | 103.9 |  | 1,306.5 |  | 197.4 |  | — |  | 1,607.8 |
Goodwill |  | 23.8 |  | 1,549.8 |  | 102.7 |  | — |  | 1,676.3 |
Intangible assets, net |  | 33.0 |  | 1,037.0 |  | 116.2 |  | — |  | 1,186.2 |
Intercompany receivables |  | 1,365.0 |  | 84.5 |  | 10.2 |  | (1,459.7 | ) | — |
Other assets |  | 22.6 |  | 61.1 |  | 5.3 |  | — |  | 89.0 |
Total assets |  | $ | 6,555.4 |  | $ | 6,857.3 |  | $ | 775.0 |  | $ | (6,473.0 | ) | $ | 7,714.7 |
Liabilities & Equity |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  | $ | 40.4 |  | $ | 414.6 |  | $ | 22.5 |  | $ | (19.7 | ) | $ | 457.8 |
Accrued compensation and retirement costs |  | 13.3 |  | 81.9 |  | 9.8 |  | — |  | 105.0 |
Other current liabilities |  | 63.7 |  | 82.6 |  | 68.1 |  | (53.9 | ) | 160.5 |
Deferred income taxes |  | — |  | 75.2 |  | — |  | (75.2 | ) | — |
Current maturities of long-term debt and short-term borrowings |  | 31.5 |  | — |  | 7.7 |  | — |  | 39.2 |
Total current liabilities |  | 148.9 |  | 654.3 |  | 108.1 |  | (148.8 | ) | 762.5 |
Long-term debt |  | 2,040.6 |  | 5.7 |  | 46.9 |  | — |  | 2,093.2 |
Intercompany borrowings |  | — |  | 1,312.2 |  | 147.5 |  | (1,459.7 | ) | — |
Other long-term liabilities |  | 321.6 |  | 445.3 |  | 37.9 |  | — |  | 804.8 |
Total Reliance shareholders’ equity |  | 4,044.3 |  | 4,433.3 |  | 431.2 |  | (4,864.5 | ) | 4,044.3 |
Noncontrolling interests |  | — |  | 6.5 |  | 3.4 |  | — |  | 9.9 |
Total equity |  | 4,044.3 |  | 4,439.8 |  | 434.6 |  | (4,864.5 | ) | 4,054.2 |
Total liabilities and equity |  | $ | 6,555.4 |  | $ | 6,857.3 |  | $ | 775.0 |  | $ | (6,473.0 | ) | $ | 7,714.7 |
Condensed Unaudited Consolidating Balance Sheet As of December 31, 2013 (in millions)
|  |  |  |  |  | Non- |  |  |  |  |
|  |  |  | Guarantor |  | Guarantor |  | Consolidating |  |  |
|  | Parent |  | Subsidiaries |  | Subsidiaries |  | Adjustments |  | Consolidated |
Assets |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 19.7 |  | $ | (0.8 | ) | $ | 64.7 |  | $ | — |  | $ | 83.6 |
Accounts receivable, less allowance for doubtful accounts |  | 64.1 |  | 820.3 |  | 99.1 |  | — |  | 983.5 |
Inventories |  | 52.6 |  | 1,344.8 |  | 142.6 |  | — |  | 1,540.0 |
Income taxes receivable |  | 34.4 |  | — |  | — |  | (0.5 | ) | 33.9 |
Intercompany receivables |  | 0.3 |  | 350.6 |  | 2.2 |  | (353.1 | ) | — |
Other current assets |  | 124.8 |  | 40.8 |  | 8.9 |  | (76.6 | ) | 97.9 |
Total current assets |  | 295.9 |  | 2,555.7 |  | 317.5 |  | (430.2 | ) | 2,738.9 |
Investments in subsidiaries |  | 4,647.7 |  | 312.4 |  | — |  | (4,960.1 | ) | — |
Property, plant and equipment, net |  | 100.8 |  | 1,298.7 |  | 204.4 |  | — |  | 1,603.9 |
Goodwill |  | 23.8 |  | 1,555.7 |  | 112.1 |  | — |  | 1,691.6 |
Intangible assets, net |  | 17.4 |  | 1,077.8 |  | 118.6 |  | — |  | 1,213.8 |
Intercompany receivables |  | 1,219.4 |  | 22.4 |  | 394.3 |  | (1,636.1 | ) | — |
Other assets |  | 20.8 |  | 66.6 |  | 5.4 |  | — |  | 92.8 |
Total assets |  | $ | 6,325.8 |  | $ | 6,889.3 |  | $ | 1,152.3 |  | $ | (7,026.4 | ) | $ | 7,341.0 |
Liabilities & Equity |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  | $ | 29.1 |  | $ | 185.8 |  | $ | 418.5 |  | $ | (353.1 | ) | $ | 280.3 |
Accrued compensation and retirement costs |  | 21.1 |  | 85.9 |  | 12.5 |  | — |  | 119.5 |
Other current liabilities |  | 53.5 |  | 63.1 |  | 22.4 |  | (1.9 | ) | 137.1 |
Deferred income taxes |  | — |  | 75.2 |  | — |  | (75.2 | ) | — |
Current maturities of long-term debt and short-term borrowings |  | 25.3 |  | — |  | 11.2 |  | — |  | 36.5 |
Total current liabilities |  | 129.0 |  | 410.0 |  | 464.6 |  | (430.2 | ) | 573.4 |
Long-term debt |  | 2,019.2 |  | 5.7 |  | 47.6 |  | — |  | 2,072.5 |
Intercompany borrowings |  | — |  | 1,550.6 |  | 85.5 |  | (1,636.1 | ) | — |
Other long-term liabilities |  | 303.0 |  | 466.5 |  | 41.2 |  | — |  | 810.7 |
Total Reliance shareholders’ equity |  | 3,874.6 |  | 4,450.1 |  | 510.0 |  | (4,960.1 | ) | 3,874.6 |
Noncontrolling interests |  | — |  | 6.4 |  | 3.4 |  | — |  | 9.8 |
Total equity |  | 3,874.6 |  | 4,456.5 |  | 513.4 |  | (4,960.1 | ) | 3,884.4 |
Total liabilities and equity |  | $ | 6,325.8 |  | $ | 6,889.3 |  | $ | 1,152.3 |  | $ | (7,026.4 | ) | $ | 7,341.0 |
Condensed Unaudited Consolidating Statement of Income For the three months ended June 30, 2014 (in millions)
|  |  |  |  |  | Non- |  |  |  |  |
|  |  |  | Guarantor |  | Guarantor |  | Consolidating |  |  |
|  | Parent |  | Subsidiaries |  | Subsidiaries |  | Adjustments |  | Consolidated |
Net sales |  | $ | 191.8 |  | $ | 2,311.4 |  | $ | 173.6 |  | $ | (60.0 | ) | $ | 2,616.8 |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |
Cost of sales (exclusive of depreciation and amortization shown below) |  | 136.0 |  | 1,738.6 |  | 128.9 |  | (60.0 | ) | 1,943.5 |
Warehouse, delivery, selling, general and administrative |  | 42.6 |  | 387.6 |  | 31.1 |  | (16.4 | ) | 444.9 |
Depreciation and amortization |  | 5.0 |  | 42.9 |  | 4.8 |  | — |  | 52.7 |
|  | 183.6 |  | 2,169.1 |  | 164.8 |  | (76.4 | ) | 2,441.1 |
Operating income |  | 8.2 |  | 142.3 |  | 8.8 |  | 16.4 |  | 175.7 |
Other income (expense): |  |  |  |  |  |  |  |  |  |  |
Interest |  | (19.3 | ) | (7.6 | ) | (1.3 | ) | 8.0 |  | (20.2 | )
Other income (expense), net |  | 23.1 |  | 0.4 |  | (0.4 | ) | (24.4 | ) | (1.3 | )
Income before equity in earnings of subsidiaries and income taxes |  | 12.0 |  | 135.1 |  | 7.1 |  | — |  | 154.2 |
Equity in earnings of subsidiaries |  | 76.5 |  | 3.8 |  | — |  | (80.3 | ) | — |
Income before income taxes |  | 88.5 |  | 138.9 |  | 7.1 |  | (80.3 | ) | 154.2 |
Income tax (benefit) provision |  | (8.0 | ) | 61.4 |  | 3.0 |  | — |  | 56.4 |
Net income |  | 96.5 |  | 77.5 |  | 4.1 |  | (80.3 | ) | 97.8 |
Less: Net income attributable to noncontrolling interests |  | — |  | 1.2 |  | 0.1 |  | — |  | 1.3 |
Net income attributable to Reliance |  | $ | 96.5 |  | $ | 76.3 |  | $ | 4.0 |  | $ | (80.3 | ) | $ | 96.5 |
Comprehensive income attributable to Reliance |  | $ | 97.2 |  | $ | 76.3 |  | $ | 17.5 |  | $ | (80.3 | ) | $ | 110.7 |
Condensed Unaudited Consolidating Statement of Income For the three months ended June 30, 2013 (in millions)
|  |  |  |  |  | Non- |  |  |  |  |
|  |  |  | Guarantor |  | Guarantor |  | Consolidating |  |  |
|  | Parent |  | Subsidiaries |  | Subsidiaries |  | Adjustments |  | Consolidated |
Net sales |  | $ | 183.6 |  | $ | 2,139.2 |  | $ | 177.5 |  | $ | (52.0 | ) | $ | 2,448.3 |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |
Cost of sales (exclusive of depreciation and amortization shown below) |  | 129.3 |  | 1,617.6 |  | 131.8 |  | (52.0 | ) | 1,826.7 |
Warehouse, delivery, selling, general and administrative |  | 58.6 |  | 349.8 |  | 31.4 |  | (13.8 | ) | 426.0 |
Depreciation and amortization |  | 5.1 |  | 40.9 |  | 4.1 |  | — |  | 50.1 |
|  | 193.0 |  | 2,008.3 |  | 167.3 |  | (65.8 | ) | 2,302.8 |
Operating (loss) income |  | (9.4 | ) | 130.9 |  | 10.2 |  | 13.8 |  | 145.5 |
Other income (expense): |  |  |  |  |  |  |  |  |  |  |
Interest |  | (21.2 | ) | (4.9 | ) | (0.8 | ) | 4.8 |  | (22.1 | )
Other income (expense), net |  | 18.5 |  | (0.2 | ) | (0.3 | ) | (18.6 | ) | (0.6 | )
(Loss) income before equity in earnings of subsidiaries and income taxes |  | (12.1 | ) | 125.8 |  | 9.1 |  | — |  | 122.8 |
Equity in earnings of subsidiaries |  | 82.1 |  | 3.2 |  | — |  | (85.3 | ) | — |
Income before income taxes |  | 70.0 |  | 129.0 |  | 9.1 |  | (85.3 | ) | 122.8 |
Income tax (benefit) provision |  | (11.0 | ) | 49.5 |  | 2.4 |  | — |  | 40.9 |
Net income |  | 81.0 |  | 79.5 |  | 6.7 |  | (85.3 | ) | 81.9 |
Less: Net income attributable to noncontrolling interests |  | — |  | 0.8 |  | 0.1 |  | — |  | 0.9 |
Net income attributable to Reliance |  | $ | 81.0 |  | $ | 78.7 |  | $ | 6.6 |  | $ | (85.3 | ) | $ | 81.0 |
Comprehensive income (loss) attributable to Reliance |  | $ | 81.0 |  | $ | 78.7 |  | $ | (3.2 | ) | $ | (85.3 | ) | $ | 71.2 |
Condensed Unaudited Consolidating Statement of Income For the six months ended June 30, 2014 (in millions)
|  |  |  |  |  | Non- |  |  |  |  |
|  |  |  | Guarantor |  | Guarantor |  | Consolidating |  |  |
|  | Parent |  | Subsidiaries |  | Subsidiaries |  | Adjustments |  | Consolidated |
Net sales |  | $ | 374.2 |  | $ | 4,556.3 |  | $ | 361.2 |  | $ | (121.9 | ) | $ | 5,169.8 |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |
Cost of sales (exclusive of depreciation and amortization shown below) |  | 282.1 |  | 3,417.2 |  | 271.9 |  | (121.9 | ) | 3,849.3 |
Warehouse, delivery, selling, general and administrative |  | 87.7 |  | 768.7 |  | 62.3 |  | (32.8 | ) | 885.9 |
Depreciation and amortization |  | 9.5 |  | 85.8 |  | 9.3 |  | — |  | 104.6 |
|  | 379.3 |  | 4,271.7 |  | 343.5 |  | (154.7 | ) | 4,839.8 |
Operating (loss) income |  | (5.1 | ) | 284.6 |  | 17.7 |  | 32.8 |  | 330.0 |
Other income (expense): |  |  |  |  |  |  |  |  |  |  |
Interest |  | (38.5 | ) | (13.8 | ) | (2.5 | ) | 14.4 |  | (40.4 | )
Other income, net |  | 43.6 |  | 0.2 |  | 2.1 |  | (47.2 | ) | (1.3 | )
Income before equity in earnings of subsidiaries and income taxes |  | — |  | 271.0 |  | 17.3 |  | — |  | 288.3 |
Equity in earnings of subsidiaries |  | 161.2 |  | 6.6 |  | — |  | (167.8 | ) | — |
Income before income taxes |  | 161.2 |  | 277.6 |  | 17.3 |  | (167.8 | ) | 288.3 |
Income tax (benefit) provision |  | (22.5 | ) | 118.2 |  | 6.9 |  | — |  | 102.6 |
Net income |  | 183.7 |  | 159.4 |  | 10.4 |  | (167.8 | ) | 185.7 |
Less: Net income attributable to noncontrolling interests |  | — |  | 1.9 |  | 0.1 |  | — |  | 2.0 |
Net income attributable to Reliance |  | $ | 183.7 |  | $ | 157.5 |  | $ | 10.3 |  | $ | (167.8 | ) | $ | 183.7 |
Comprehensive income attributable to Reliance |  | $ | 184.6 |  | $ | 157.6 |  | $ | 14.7 |  | $ | (167.8 | ) | $ | 189.1 |
Condensed Unaudited Consolidating Statement of Income For the six months ended June 30, 2013 (in millions)
|  |  |  |  |  | Non- |  |  |  |  |
|  |  |  | Guarantor |  | Guarantor |  | Consolidating |  |  |
|  | Parent |  | Subsidiaries |  | Subsidiaries |  | Adjustments |  | Consolidated |
Net sales |  | $ | 363.0 |  | $ | 3,877.9 |  | $ | 341.2 |  | $ | (108.5 | ) | $ | 4,473.6 |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |
Cost of sales (exclusive of depreciation and amortization shown below) |  | 267.4 |  | 2,909.0 |  | 255.3 |  | (108.5 | ) | 3,323.2 |
Warehouse, delivery, selling, general and administrative |  | 109.5 |  | 649.4 |  | 54.7 |  | (29.9 | ) | 783.7 |
Depreciation and amortization |  | 9.1 |  | 74.5 |  | 7.6 |  | — |  | 91.2 |
|  | 386.0 |  | 3,632.9 |  | 317.6 |  | (138.4 | ) | 4,198.1 |
Operating (loss) income |  | (23.0 | ) | 245.0 |  | 23.6 |  | 29.9 |  | 275.5 |
Other income (expense): |  |  |  |  |  |  |  |  |  |  |
Interest |  | (34.3 | ) | (7.4 | ) | (1.3 | ) | 7.8 |  | (35.2 | )
Other income (expense), net |  | 36.8 |  | 3.7 |  | (0.5 | ) | (37.7 | ) | 2.3 |
(Loss) income before equity in earnings of subsidiaries and income taxes |  | (20.5 | ) | 241.3 |  | 21.8 |  | — |  | 242.6 |
Equity in earnings of subsidiaries |  | 164.7 |  | 8.0 |  | — |  | (172.7 | ) | — |
Income before income taxes |  | 144.2 |  | 249.3 |  | 21.8 |  | (172.7 | ) | 242.6 |
Income tax (benefit) provision |  | (20.5 | ) | 91.7 |  | 5.0 |  | — |  | 76.2 |
Net income |  | 164.7 |  | 157.6 |  | 16.8 |  | (172.7 | ) | 166.4 |
Less: Net income attributable to noncontrolling interests |  | — |  | 1.6 |  | 0.1 |  | — |  | 1.7 |
Net income attributable to Reliance |  | $ | 164.7 |  | $ | 156.0 |  | $ | 16.7 |  | $ | (172.7 | ) | $ | 164.7 |
Comprehensive income (loss) attributable to Reliance |  | $ | 163.2 |  | $ | 156.2 |  | $ | (1.7 | ) | $ | (172.7 | ) | $ | 145.0 |
Condensed Unaudited Consolidating Cash Flow Statement For the six months ended June 30, 2014
|  |  |  |  |  | Non- |  |  |  |  |
|  |  |  | Guarantor |  | Guarantor |  | Consolidating |  |  |
|  | Parent |  | Subsidiaries |  | Subsidiaries |  | Adjustments |  | Consolidated |
Cash provided by (used in) operating activities |  | $ | 167.8 |  | $ | (63.2 | ) | $ | 4.9 |  | $ | — |  | $ | 109.5 |
Investing activities: |  |  |  |  |  |  |  |  |  |  |
Purchases of property, plant and equipment |  | (10.4 | ) | (72.7 | ) | (3.8 | ) | — |  | (86.9 | )
Net advances to subsidiaries |  | (123.0 | ) | — |  | — |  | 123.0 |  | — |
Other investing activities, net |  | 0.1 |  | (9.1 | ) | 26.2 |  | — |  | 17.2 |
Cash (used in) provided by investing activities |  | (133.3 | ) | (81.8 | ) | 22.4 |  | 123.0 |  | (69.7 | )
Financing activities: |  |  |  |  |  |  |  |  |  |  |
Net short-term debt repayments |  | — |  | — |  | (3.6 | ) | — |  | (3.6 | )
Proceeds from long-term debt borrowings |  | 297.0 |  | — |  | — |  | — |  | 297.0 |
Principal payments on long-term debt |  | (269.5 | ) | (0.8 | ) | — |  | — |  | (270.3 | )
Dividends paid |  | (54.4 | ) | — |  | — |  | — |  | (54.4 | )
Net intercompany borrowings (repayments) |  | — |  | 137.5 |  | (14.5 | ) | (123.0 | ) | — |
Other financing activities, net |  | 22.1 |  | (1.9 | ) | — |  | — |  | 20.2 |
Cash (used in) provided by financing activities |  | (4.8 | ) | 134.8 |  | (18.1 | ) | (123.0 | ) | (11.1 | )
Effect of exchange rate changes on cash and cash equivalents |  | — |  | — |  | 1.2 |  | — |  | 1.2 |
Increase (decrease) in cash and cash equivalents |  | 29.7 |  | (10.2 | ) | 10.4 |  | — |  | 29.9 |
Cash and cash equivalents at beginning of year |  | 19.7 |  | (0.8 | ) | 64.7 |  | — |  | 83.6 |
Cash and cash equivalents at end of period |  | $ | 49.4 |  | $ | (11.0 | ) | $ | 75.1 |  | $ | — |  | $ | 113.5 |
Condensed Unaudited Consolidating Cash Flow Statement For the six months ended June 30, 2013 (in millions)
|  |  |  |  |  | Non- |  |  |  |  |
|  |  |  | Guarantor |  | Guarantor |  | Consolidating |  |  |
|  | Parent |  | Subsidiaries |  | Subsidiaries |  | Adjustments |  | Consolidated |
Cash provided by operating activities |  | $ | 94.8 |  | $ | 186.4 |  | $ | 2.7 |  | $ | — |  | $ | 283.9 |
Investing activities: |  |  |  |  |  |  |  |  |  |  |
Purchases of property, plant and equipment |  | (6.2 | ) | (62.6 | ) | (5.5 | ) | — |  | (74.3 | )
Acquisitions, net of cash acquired |  | (794.7 | ) | — |  | — |  | — |  | (794.7 | )
Net advances to subsidiaries |  | (326.9 | ) | — |  | — |  | 326.9 |  | — |
Other investing activities, net |  | 0.1 |  | 8.3 |  | 0.1 |  | — |  | 8.5 |
Cash used in investing activities |  | (1,127.7 | ) | (54.3 | ) | (5.4 | ) | 326.9 |  | (860.5 | )
Financing activities: |  |  |  |  |  |  |  |  |  |  |
Net short-term debt (repayments) borrowings |  | — |  | (473.8 | ) | 4.5 |  | — |  | (469.3 | )
Proceeds from long-term debt borrowings |  | 2,257.9 |  | — |  | — |  | — |  | 2,257.9 |
Principal (payments) borrowings on long-term debt |  | (1,191.2 | ) | (0.5 | ) | 0.1 |  | — |  | (1,191.6 | )
Dividends paid |  | (46.0 | ) | — |  | — |  | — |  | (46.0 | )
Net intercompany borrowings |  | — |  | 322.7 |  | 4.2 |  | (326.9 | ) | — |
Other financing activities, net |  | 31.8 |  | (1.4 | ) | — |  | — |  | 30.4 |
Cash provided by (used in) financing activities |  | 1,052.5 |  | (153.0 | ) | 8.8 |  | (326.9 | ) | 581.4 |
Effect of exchange rate changes on cash and cash equivalents |  | — |  | — |  | (1.6 | ) | — |  | (1.6 | )
Increase (decrease) in cash and cash equivalents |  | 19.6 |  | (20.9 | ) | 4.5 |  | — |  | 3.2 |
Cash and cash equivalents at beginning of year |  | 28.1 |  | 13.1 |  | 56.4 |  | — |  | 97.6 |
Cash and cash equivalents at end of period |  | $ | 47.7 |  | $ | (7.8 | ) | $ | 60.9 |  | $ | — |  | $ | 100.8

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- Definition The entire disclosure for condensed financial statements. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 10 -Paragraph f -Article 3 + Details
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