##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For Quarterly Period Ended June 30, 2009
 or,
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File Number 1-5415
 A. M. Castle & Co.
 
 Maryland
    
    36-0879160(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation of organization)3400 North Wolf Road, Franklin Park, Illinois
    
    60131(Address of Principal Executive Offices)
    
    (Zip Code)
 847/455-7111
 
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o(Do not check if a smaller reporting
company)
    
    Smaller reporting company o
 o þ
  Class
    
    Outstanding at July 24, 2009Common Stock, $0.01 Par Value
    
    22,908,720 shares




---



##### 



PagePart I. Financial InformationItem 1. Condensed Consolidated Financial Statements (unaudited):Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6-16Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    16-24Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    24-25Part II. Other InformationItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25-26Item 6. Exhibits
    
    
    27-29EX-3.2EX-10.19EX-31.1EX-31.2EX-32.1




---



##### Table of Contents



Item 1. Condensed Consolidated Financial Statements (unaudited)
 Amounts in thousands, except par value and per share data
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 As ofJune 30,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    20,693
    
    
    $
    15,277Accounts receivable, less allowances of $3,658 at June 30, 2009
and $3,318 at December 31, 2008
    
    
    115,344
    
    
    
    159,613Inventories, principally on last-in, first-out basis (replacement cost higher by $105,376
at June 30, 2009 and $133,748 at December 31, 2008)
    
    
    213,497
    
    
    
    240,673Other current assets
    
    
    6,841
    
    
    
    6,976Income tax receivable
    
    
    6,553
    
    
    
    640Deferred income taxes
    
    
    8,451
    
    
    
    5,244Total current assets
    
    
    371,379
    
    
    
    428,423Investment in joint venture
    
    
    22,703
    
    
    
    23,340Goodwill
    
    
    51,355
    
    
    
    51,321Intangible assets
    
    
    52,263
    
    
    
    55,742Prepaid pension cost
    
    
    27,186
    
    
    
    26,615Other assets
    
    
    4,957
    
    
    
    5,303Property, plant and equipment, at costLand
    
    
    5,186
    
    
    
    5,184Building
    
    
    51,540
    
    
    
    50,069Machinery and equipment (includes construction in progress)
    
    
    176,311
    
    
    
    172,500233,037
    
    
    
    227,753Less  accumulated depreciation
    
    
    (146,437
    )
    
    
    (139,463
    )86,600
    
    
    
    88,290Total assets
    
    $
    616,443
    
    
    $
    679,034LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    83,749
    
    
    $
    126,490Accrued liabilities
    
    
    23,131
    
    
    
    27,929Income taxes payable
    
    
    559
    
    
    
    6,451Current portion of long-term debt
    
    
    10,891
    
    
    
    10,838Short-term debt
    
    
    26,739
    
    
    
    31,197Total current liabilities
    
    
    145,069
    
    
    
    202,905Long-term debt, less current portion
    
    
    76,353
    
    
    
    75,018Deferred income taxes
    
    
    37,432
    
    
    
    38,743Other non-current liabilities
    
    
    13,756
    
    
    
    15,068Commitments and contingenciesStockholders equityCommon stock, $0.01 par value - 30,000 shares authorized;
23,115 shares issued and 22,908 outstanding at June 30, 2009 and
22,850 shares issued and 22,654 outstanding at December 31, 2008
    
    
    230
    
    
    
    228Additional paid-in capital
    
    
    177,450
    
    
    
    176,653Retained earnings
    
    
    178,249
    
    
    
    184,651Accumulated other comprehensive loss
    
    
    (9,142
    )
    
    
    (11,462
    )Treasury stock, at cost - 207 shares at June 30, 2009
and 197 shares at December 31, 2008
    
    
    (2,954
    )
    
    
    (2,770
    )Total stockholders equity
    
    
    343,833
    
    
    
    347,300Total liabilities and stockholders equity
    
    $
    616,443
    
    
    $
    679,034
 The accompanying notes are an integral part of these statements.




---



##### Table of Contents



CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Three
    
    
    For the SixMonths Ended
    
    
    Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    195,103
    
    
    $
    397,115
    
    
    $
    447,347
    
    
    $
    790,594Costs and expenses:Cost of materials (exclusive of depreciation and amortization)
    
    
    145,067
    
    
    
    297,196
    
    
    
    327,247
    
    
    
    588,540Warehouse, processing and delivery expense
    
    
    26,219
    
    
    
    40,091
    
    
    
    57,145
    
    
    
    78,616Sales, general, and administrative expense
    
    
    25,889
    
    
    
    36,168
    
    
    
    57,849
    
    
    
    71,650Depreciation and amortization expense
    
    
    5,542
    
    
    
    6,067
    
    
    
    10,958
    
    
    
    11,878Operating (loss) income
    
    
    (7,614
    )
    
    
    17,593
    
    
    
    (5,852
    )
    
    
    39,910Interest expense, net
    
    
    (1,552
    )
    
    
    (2,213
    )
    
    
    (3,257
    )
    
    
    (4,259
    )(Loss) income before income taxes and
equity in (losses) earnings of joint
venture
    
    
    (9,166
    )
    
    
    15,380
    
    
    
    (9,109
    )
    
    
    35,651Income tax benefit (provision)
    
    
    3,782
    
    
    
    (6,949
    )
    
    
    4,227
    
    
    
    (15,299
    )(Loss) income before equity in (losses) earnings of joint venture
    
    
    (5,384
    )
    
    
    8,431
    
    
    
    (4,882
    )
    
    
    20,352Equity in (losses) earnings of joint venture
    
    
    (137
    )
    
    
    2,820
    
    
    
    (159
    )
    
    
    4,713Net (loss) income
    
    $
    (5,521
    )
    
    $
    11,251
    
    
    $
    (5,041
    )
    
    $
    25,065Basic (loss) earnings per share
    
    $
    (0.24
    )
    
    $
    0.50
    
    
    $
    (0.22
    )
    
    $
    1.12Diluted (loss) earnings per share
    
    $
    (0.24
    )
    
    $
    0.49
    
    
    $
    (0.22
    )
    
    $
    1.11
 The accompanying notes are an integral part of these statements.




---



##### Table of Contents



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Six MonthsEnded June 30,2009
    
    
    2008Operating activities:Net (loss) income
    
    $
    (5,041
    )
    
    $
    25,065Adjustments to reconcile net (loss) income to net cash
from (used in) operating activities:Depreciation and amortization
    
    
    10,958
    
    
    
    11,878Amortization of deferred gain
    
    
    (447
    )
    
    
    (638
    )Equity in losses (earnings) of joint venture
    
    
    159
    
    
    
    (4,713
    )Dividends from joint venture
    
    
    485
    
    
    
    1,112Deferred tax (benefit) provision
    
    
    (4,593
    )
    
    
    750Share-based compensation expense
    
    
    710
    
    
    
    1,757Excess tax deficiencies (benefits) from share-based payment
arrangements
    
    
    95
    
    
    
    (2,752
    )Increase (decrease) from changes, net of acquisitions, in:Accounts receivable
    
    
    47,001
    
    
    
    (49,633
    )Inventories
    
    
    31,762
    
    
    
    (29,441
    )Other current assets
    
    
    (887
    )
    
    
    2,328Other assets
    
    
    (1,292
    )
    
    
    1,401Prepaid pension costs
    
    
    (375
    )
    
    
    (1,036
    )Accounts payable
    
    
    (43,354
    )
    
    
    53,916Accrued liabilities
    
    
    (5,861
    )
    
    
    (4,695
    )Income taxes payable
    
    
    (11,798
    )
    
    
    (5,192
    )Postretirement benefit obligations and other liabilities
    
    
    (1,072
    )
    
    
    (1,622
    )Net cash from (used in) operating activities
    
    
    16,450
    
    
    
    (1,515
    )Investing activities:Cash paid for acquisitions, net of cash acquired
    
    
    
    
    
    
    (26,812
    )Capital expenditures
    
    
    (4,922
    )
    
    
    (11,262
    )Proceeds from sale of fixed assets
    
    
    19
    
    
    
    29Insurance proceeds
    
    
    1,093
    
    
    
    Net cash used in investing activities
    
    
    (3,810
    )
    
    
    (38,045
    )Financing activities:Short-term (repayments) borrowings, net
    
    
    (4,438
    )
    
    
    17,344Proceeds from issuance of long-term debt
    
    
    
    
    
    
    32,288Repayments of long-term debt
    
    
    (1,609
    )
    
    
    (279
    )Payment of debt issuance fees
    
    
    
    
    
    
    (424
    )Common stock dividends
    
    
    (1,361
    )
    
    
    (2,684
    )Excess tax (deficiencies) benefits from share-based payment
arrangements
    
    
    (95
    )
    
    
    2,752Payment of withholding taxes from share-based incentive issuance
    
    
    
    
    
    
    (6,000
    )Exercise of stock options and other
    
    
    
    
    
    
    523Net cash (used in) from financing activities
    
    
    (7,503
    )
    
    
    43,520Effect of exchange rate changes on cash and cash equivalents
    
    
    279
    
    
    
    (798
    )Net increase in cash and cash equivalents
    
    
    5,416
    
    
    
    3,162Cash and cash equivalents  beginning of year
    
    
    15,277
    
    
    
    22,970Cash and cash equivalents  end of period
    
    $
    20,693
    
    
    $
    26,132
 The accompanying notes are an integral part of these statements.




---



##### Table of Contents



(Unaudited  Amounts in thousands except per share data)
 (1) Condensed Consolidated Financial Statements
   (2) New Accounting Standards
 Standards Adopted
 Note 13
 Note 4




---



##### Table of Contents



Note 3
 Standards Issued Not Yet Adopted
   (3) Earnings Per Share
  For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2009
    
    2008
    
    2009
    
    2008Numerator:Net (loss) income
    
    $
    (5,521
    )
    
    $
    11,251
    
    
    $
    (5,041
    )
    
    $
    25,065Denominator:Denominator for basic earnings per share:Weighted average common shares outstanding
    
    
    22,903
    
    
    
    22,621
    
    
    
    22,815
    
    
    
    22,408Effect of dilutive securities:Outstanding employee and directors
common stock options, restricted stock
and share-based awards
    
    
    
    
    
    
    155
    
    
    
    
    
    
    
    82




---



##### Table of Contents



For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2009
    
    2008
    
    2009
    
    2008Denominator for diluted earnings per share
    
    
    22,903
    
    
    
    22,776
    
    
    
    22,815
    
    
    
    22,490Basic (loss) earnings per share
    
    $
    (0.24
    )
    
    $
    0.50
    
    
    $
    (0.22
    )
    
    $
    1.12Diluted (loss) earnings per share
    
    $
    (0.24
    )
    
    $
    0.49
    
    
    $
    (0.22
    )
    
    $
    1.11Excluded outstanding common stock options
having an anti-dilutive effect
    
    
    240
    
    
    
    20
    
    
    
    240
    
    
    
    20
  (4) Debt
  June 30, 2009
    
    December 31, 2008SHORT-TERM DEBTU.S. Revolver A (a)
    
    $
    16,800
    
    
    $
    18,000Mexico
    
    
    
    
    
    
    1,700Other foreign
    
    
    
    
    
    
    1,500Trade acceptances (b)
    
    
    9,939
    
    
    
    9,997Total short-term debt
    
    
    26,739
    
    
    
    31,197LONG-TERM DEBT6.76% insurance company loan due
in scheduled installments from
2007 through 2015
    
    
    56,816
    
    
    
    56,816U.S. Revolver B (a)
    
    
    25,495
    
    
    
    24,018Industrial development revenue
bonds at a 1.70% weighted average
rate, due in varying amounts
through 2009
    
    
    3,500
    
    
    
    3,500Other, primarily capital leases
    
    
    1,433
    
    
    
    1,522Total long-term debt
    
    
    87,244
    
    
    
    85,856Less current portion
    
    
    (10,891
    )
    
    
    (10,838
    )Total long-term portion
    
    
    76,353
    
    
    
    75,018TOTAL SHORT-TERM AND LONG-TERM DEBT
    
    $
    113,983
    
    
    $
    117,053
 
 (a)
    
    On January 2, 2008, the Company and its Canadian, U.K. and material domestic subsidiaries
entered into a First Amendment to its Amended and Restated Credit Agreement (the 2008 Senior
Credit Facility) dated as of September 5, 2006 with its lending syndicate. The 2008 Senior Credit
Facility provides a $230,000 five-year secured revolver. The facility consists of (i) a $170,000
revolving A loan (the U.S. Revolver A), (ii) a $50,000 multicurrency revolving B loan (the
U.S. Revolver B), and (iii) a Cdn. $9,800 revolving loan (corresponding to $10,000 in U.S.
dollars as of the amendment closing date; availability expressed in U.S. dollars changes based on




---



##### Table of Contents



movement in the exchange rate between the Canadian dollar and U.S. dollar). In addition, the
maturity date of the 2008 Senior Credit Facility was extended to January 2, 2013. The obligations
of the U.K. subsidiary under the U.S. Revolver B are guaranteed by the Company and its material
domestic subsidiaries (the Guarantee Subsidiaries) pursuant to a U.K. Guarantee Agreement entered
into by the Company and the Guarantee Subsidiaries on January 2, 2008. The U.S. Revolver A letter
of credit sub-facility was increased from $15,000 to $20,000.  b)
    
    At June 30, 2009, the Company had $9,939 in outstanding trade acceptances with varying maturity
dates ranging up to 120 days. The weighted average interest rate was 2.86% for the six months
ended June 30, 2009.
    (5) Segment Reporting




---



##### Table of Contents



Note 1
  Net
    
    Operating
    
    Capital
    
    Depreciation &Sales
    
    (Loss) Income
    
    Expenditures
    
    Amortization2009Metals segment
    
    $
    174,076
    
    
    $
    (7,061
    )
    
    $
    1,050
    
    
    $
    5,186Plastics segment
    
    
    21,027
    
    
    
    (218
    )
    
    
    47
    
    
    
    356Other
    
    
    
    
    
    
    (335
    )
    
    
    
    
    
    
    Consolidated
    
    $
    195,103
    
    
    $
    (7,614
    )
    
    $
    1,097
    
    
    $
    5,5422008Metals segment
    
    $
    365,400
    
    
    $
    19,570
    
    
    $
    5,380
    
    
    $
    5,749Plastics segment
    
    
    31,715
    
    
    
    1,096
    
    
    
    505
    
    
    
    318Other
    
    
    
    
    
    
    (3,073
    )
    
    
    
    
    
    
    Consolidated
    
    $
    397,115
    
    
    $
    17,593
    
    
    $
    5,885
    
    
    $
    6,067
   Net
    
    Operating
    
    Capital
    
    Depreciation &Sales
    
    (Loss) Income
    
    Expenditures
    
    Amortization2009Metals segment
    
    $
    405,158
    
    
    $
    (3,046
    )
    
    $
    4,784
    
    
    $
    10,271Plastics segment
    
    
    42,189
    
    
    
    (626
    )
    
    
    138
    
    
    
    687Other
    
    
    
    
    
    
    (2,180
    )
    
    
    
    
    
    
    Consolidated
    
    $
    447,347
    
    
    $
    (5,852
    )
    
    $
    4,922
    
    
    $
    10,9582008Metals segment
    
    $
    727,666
    
    
    $
    42,872
    
    
    $
    10,246
    
    
    $
    11,257Plastics segment
    
    
    62,928
    
    
    
    2,714
    
    
    
    1,016
    
    
    
    621Other
    
    
    
    
    
    
    (5,676
    )
    
    
    
    
    
    
    Consolidated
    
    $
    790,594
    
    
    $
    39,910
    
    
    $
    11,262
    
    
    $
    11,878




---



##### Table of Contents



December 31,June 30, 2009
    
    2008Metals segment
    
    $
    547,149
    
    
    $
    602,897Plastics segment
    
    
    46,591
    
    
    
    52,797Other
    
    
    22,703
    
    
    
    23,340Consolidated
    
    $
    616,443
    
    
    $
    679,034
  (6) Goodwill and Intangible Assets
  Metals
    
    PlasticsSegment
    
    Segment
    
    TotalBalance as of January 1, 2009
    
    $
    38,348
    
    
    $
    12,973
    
    
    $
    51,321Currency valuation
    
    
    34
    
    
    
    
    
    
    
    34Balance as of June 30, 2009
    
    $
    38,382
    
    
    $
    12,973
    
    
    $
    51,355
 Note 8,
 st
  June 30, 2009
    
    December 31, 2008Gross
    
    
    
    
    
    GrossCarrying
    
    Accumulated
    
    Carrying
    
    AccumulatedAmount
    
    Amortization
    
    Amount
    
    AmortizationCustomer relationships
    
    $
    69,596
    
    
    $
    18,123
    
    
    $
    69,292
    
    
    $
    14,729Non-compete agreements
    
    
    2,962
    
    
    
    2,172
    
    
    
    2,805
    
    
    
    1,626Trade name
    
    
    378
    
    
    
    378
    
    
    
    378
    
    
    
    378Total
    
    $
    72,936
    
    
    $
    20,673
    
    
    $
    72,475
    
    
    $
    16,733




---



##### Table of Contents



2009
    
    $
    7,4302010
    
    
    7,1312011
    
    
    6,6422012
    
    
    6,1432013
    
    
    6,143
 (7) Inventories
   (8) Share-based Compensation
  Stock Options
  Weighted AverageShares
    
    Exercise PriceStock options outstanding at January 1, 2009
    
    
    246
    
    
    $
    11.49Expired
    
    
    (6
    )
    
    
    15.06Stock options outstanding at June 30, 2009
    
    
    240
    
    
    
    11.39Stock options vested or expected to vest as of
June 30, 2009
    
    
    240




---



##### Table of Contents



Restricted Stock
   Weighted-Average GrantRestricted Stock
    
    Shares
    
    Date Fair ValueNon-vested shares outstanding at
January 1, 2009
    
    
    68
    
    
    $
    26.23Granted
    
    
    267
    
    
    
    8.14Forfeited
    
    
    (12
    )
    
    
    19.01Vested
    
    
    (34
    )
    
    
    26.67Non-vested shares outstanding at June
30, 2009
    
    
    289
    
    
    
    12.85Non-vested shares expected to vest as
of June 30, 2009
    
    
    255
  Deferred Compensation Plan
  Long-Term Incentive Plans




---



##### Table of Contents



Estimated Number of
    
    Maximum Number ofGrant Date Fair
    
    Performance Shares to
    
    Performance Shares thatPlan Year
    
    Value
    
    be Issued
    
    could Potentially be Issued2007
    
    $
    25.45 - $34.33
    
    
    
    
    
    1802008
    
    $
    22.90 - $28.17
    
    
    
    
    
    3742009
    
    
    $5.66
    
    
    
    
    
    713
 (9) Comprehensive
(Loss) Income
  June 30,2009
    
    2008Net (loss) income
    
    $
    (5,521
    )
    
    $
    11,251Foreign currency translation gain
    
    
    997
    
    
    
    309Pension cost amortization, net of tax
    
    
    60
    
    
    
    58Total comprehensive (loss) income
    
    $
    (4,464
    )
    
    $
    11,618
  June 30,2009
    
    2008Net (loss) income
    
    $
    (5,041
    )
    
    $
    25,065Foreign currency translation gain (loss)
    
    
    2,201
    
    
    
    (803
    )Pension cost amortization, net of tax
    
    
    119
    
    
    
    1,165Total comprehensive (loss) income
    
    $
    (2,721
    )
    
    $
    25,427
  June 30, 2009
    
    December 31, 2008Foreign currency translation losses
    
    $
    (3,592
    )
    
    $
    (5,793
    )Unrecognized pension and postretirement benefit costs,
net of tax
    
    
    (5,550
    )
    
    
    (5,669
    )Total accumulated other comprehensive loss
    
    $
    (9,142
    )
    
    $
    (11,462
    )




---



##### Table of Contents



(10) Pension and Postretirement Plans
    For the Three Months EndedJune 30,2009
    
    2008Service cost
    
    $
    197
    
    
    $
    529Interest cost
    
    
    1,934
    
    
    
    1,826Expected return on assets
    
    
    (2,253
    )
    
    
    (2,781
    )Amortization of prior service cost
    
    
    72
    
    
    
    26Amortization of actuarial loss
    
    
    34
    
    
    
    83Net periodic pension and
postretirement benefit, excluding
impact of curtailment
    
    $
    (16
    )
    
    $
    (317
    )
 For the Six Months EndedJune 30,2009
    
    2008Service cost
    
    $
    393
    
    
    $
    1,058Interest cost
    
    
    3,867
    
    
    
    3,653Expected return on assets
    
    
    (4,505
    )
    
    
    (5,562
    )Amortization of prior service cost
    
    
    144
    
    
    
    52Amortization of actuarial loss
    
    
    68
    
    
    
    166Net periodic pension and
postretirement benefit, excluding
impact of curtailment
    
    $
    (33
    )
    
    $
    (633
    )
  (11) Commitments and Contingent Liabilities




---



##### Table of Contents



(12) Income Taxes
    (13) Subsequent Events
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Amounts in millions except per share data
 Disclosure Regarding Forward-Looking Statements
 Information provided and statements contained in this report that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (Securities Act), Section 21E of the Securities Exchange Act of 1934, as amended
(Exchange Act), and the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements only speak as of the date of this report and the Company assumes no obligation to update
the information included in this report. Such forward-looking statements include information
concerning our possible or assumed future results of operations, including descriptions of our
business strategy. These statements often include words such as believe, expect, anticipate,
intend, predict, plan, or similar expressions. These statements are not guarantees of
performance or results, and they involve risks, uncertainties, and assumptions. Although we
believe that these forward-looking statements are based on reasonable assumptions, there are many
factors that could affect our actual financial results or results of operations and could cause
actual results to differ materially from those in the forward-looking statements, including those
risk factors identified in Item 1A Risk Factors in the Companys Annual Report on Form 10-K for
the year
ended December 31, 2008. All future written and oral forward-looking statements by us or persons




---



##### Table of Contents



acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to above. Except for our ongoing obligations to disclose material
information as required by the federal securities laws, we do not have any obligations or intention
to release publicly any revisions to any forward-looking statements to reflect events or
circumstances in the future or to reflect the occurrence of unanticipated events.
 The following discussion should be read in conjunction with the Companys condensed consolidated
financial statements and related notes thereto in ITEM 1 Condensed Consolidated Financial
Statements (unaudited).
 Executive Overview
 Economic Trends and Current Business Conditions
      YEAR
    
    Qtr 1
    
    Qtr 2
    
    Qtr 3
    
    Qtr 42007
    
    
    50.5
    
    
    
    53.0
    
    
    
    51.3
    
    
    
    49.62008
    
    
    49.2
    
    
    
    49.5
    
    
    
    47.8
    
    
    
    36.12009
    
    
    35.9
    
    
    
    42.6




---



##### Table of Contents



Results of Operations: Second Quarter 2009 Comparisons to Second Quarter 2008
  Fav/(Unfav)2009
    
    2008
    
    $ Change
    
    % ChangeNet SalesMetals
    
    $
    174.1
    
    
    $
    365.4
    
    
    $
    (191.3
    )
    
    
    (52.4
    )%Plastics
    
    
    21.0
    
    
    
    31.7
    
    
    
    (10.7
    )
    
    
    (33.8
    )%Total Net Sales
    
    $
    195.1
    
    
    $
    397.1
    
    
    $
    (202.0
    )
    
    
    (50.9
    )%Cost of MaterialsMetals
    
    $
    130.6
    
    
    $
    275.2
    
    
    $
    144.6
    
    
    
    52.5
    %% of Metals Sales
    
    
    75.0
    %
    
    
    75.3
    %Plastics
    
    
    14.5
    
    
    
    22.0
    
    
    
    7.5
    
    
    
    34.1
    %% of Plastics Sales
    
    
    69.0
    %
    
    
    69.4
    %Total Cost of Materials
    
    $
    145.1
    
    
    $
    297.2
    
    
    $
    152.1
    
    
    
    51.2
    %% of Total Sales
    
    
    74.4
    %
    
    
    74.8
    %Operating Costs and ExpensesMetals
    
    $
    50.5
    
    
    $
    70.6
    
    
    $
    20.1
    
    
    
    28.5
    %Plastics
    
    
    6.8
    
    
    
    8.6
    
    
    
    1.8
    
    
    
    20.9
    %Other
    
    
    0.3
    
    
    
    3.1
    
    
    
    2.8
    
    
    
    90.3
    %Total Operating Costs & Expenses
    
    $
    57.6
    
    
    $
    82.3
    
    
    $
    24.7
    
    
    
    30.0
    %% of Total Sales
    
    
    29.5
    %
    
    
    20.7
    %Operating (Loss) IncomeMetals
    
    $
    (7.0
    )
    
    $
    19.6
    
    
    $
    (26.6
    )
    
    
    (135.7
    )%% of Metals Sales
    
    
    (4.0
    )%
    
    
    5.4
    %Plastics
    
    
    (0.3
    )
    
    
    1.1
    
    
    
    (1.4
    )
    
    
    (127.3
    )%% of Plastics Sales
    
    
    (1.4
    )%
    
    
    3.5
    %Other
    
    
    (0.3
    )
    
    
    (3.1
    )
    
    
    2.8
    
    
    
    90.3
    %Total Operating (Loss) Income
    
    $
    (7.6
    )
    
    $
    17.6
    
    
    $
    (25.2
    )
    
    
    (143.2
    )%% of Total Sales
    
    
    (3.9
    )%
    
    
    4.4
    %
 Other includes the costs of executive, legal and finance departments which are shared by both segments of
the Company.
 Net Sales:




---



##### Table of Contents



Cost of Materials:
  Operating Expenses and Operating (Loss) Income:
   
    
    Warehouse, processing and delivery costs decreased by $13.9 million of which $7.2 million is
the result of lower sales volume and $6.7 million is due to decreased payroll costs
associated with workforce reductions, reduced workweeks and suspension of the Company
401(k) contributions;
    
    Sales, general and administrative costs decreased due
primarily to lower ERP implementation
costs of $1.1 million, decreased payroll related costs of $4.8 million associated with
workforce reductions and reduced workweeks, incentive compensation and suspension of
Company 401(k) contributions and included a gain of $1.3 million related to an
insurance settlement; and
    
    Depreciation and amortization expense was $0.5 million lower due to a decrease in
capital expenditures across the Company and certain intangible assets of Metals U.K.
were fully amortized in 2008.
  Other Income and Expense, Income Taxes and Net Income:




---



##### Table of Contents



Results of Operations: Six Months 2009 Comparisons to Six Months 2008
  Fav/(Unfav)2009
    
    2008
    
    $ Change
    
    % ChangeNet SalesMetals
    
    $
    405.2
    
    
    $
    727.7
    
    
    $
    (322.5
    )
    
    
    (44.3
    )%Plastics
    
    
    42.1
    
    
    
    62.9
    
    
    
    (20.8
    )
    
    
    (33.1
    )%Total Net Sales
    
    $
    447.3
    
    
    $
    790.6
    
    
    $
    (343.3
    )
    
    
    (43.4
    )%Cost of MaterialsMetals
    
    $
    298.4
    
    
    $
    545.5
    
    
    $
    247.1
    
    
    
    45.3
    %% of Metals Sales
    
    
    73.6
    %
    
    
    75.0
    %Plastics
    
    
    28.9
    
    
    
    43.1
    
    
    
    14.2
    
    
    
    32.9
    %% of Plastics Sales
    
    
    68.6
    %
    
    
    68.5
    %Total Cost of Materials
    
    $
    327.3
    
    
    $
    588.6
    
    
    $
    261.3
    
    
    
    44.4
    %% of Total Net Sales
    
    
    73.2
    %
    
    
    74.4
    %Operating Costs and ExpensesMetals
    
    $
    109.8
    
    
    $
    139.3
    
    
    $
    29.5
    
    
    
    21.2
    %Plastics
    
    
    13.9
    
    
    
    17.1
    
    
    
    3.2
    
    
    
    18.7
    %Other
    
    
    2.2
    
    
    
    5.7
    
    
    
    3.5
    
    
    
    61.4
    %Total Operating Costs & Expenses
    
    $
    125.9
    
    
    $
    162.1
    
    
    $
    36.2
    
    
    
    22.3
    %% of Total Net Sales
    
    
    28.1
    %
    
    
    20.5
    %Operating (Loss) IncomeMetals
    
    $
    (3.0
    )
    
    $
    42.9
    
    
    $
    (45.9
    )
    
    
    (107.0
    )%% of Metals Sales
    
    
    (0.7
    )%
    
    
    5.9
    %Plastics
    
    
    (0.7
    )
    
    
    2.7
    
    
    
    (3.4
    )
    
    
    (125.9
    )%% of Plastics Sales
    
    
    (1.7
    )%
    
    
    4.3
    %Other
    
    
    (2.2
    )
    
    
    (5.7
    )
    
    
    3.5
    
    
    
    61.4
    %Total Operating (Loss) Income
    
    $
    (5.9
    )
    
    $
    39.9
    
    
    $
    (45.8
    )
    
    
    (114.8
    )%% of Total Net Sales
    
    
    (1.3
    )%
    
    
    5.0
    %
 Other  Operating loss includes the costs of executive, finance and legal departments, and other corporate activities which
support both the metals and plastics segments of the Company.
 Net Sales:




---



##### Table of Contents



Cost of Materials:
  Operating Expenses and Operating Income:
   
    
    Warehouse, processing and delivery costs decreased by $21.5 million of which $11.8 million is
the result of lower sales volume and $9.7 million is due to decreased payroll costs
associated with workforce reductions, reduced workweeks and suspension of the Company
401(k) contributions;
 
    
    Sales, general and administrative costs decreased due
primarily to lower ERP implementation
costs of $2.3 million, decreased payroll related costs of $5.8 million associated with
workforce reductions and reduced workweeks, incentive compensation and suspension of
Company 401(k) contributions and included a gain of $1.3 million related to an
insurance settlement; and
 
    
    Depreciation and amortization expense was $0.9 million lower due to a decrease in
capital expenditures across the Company and certain intangible assets of Metals U.K.
were fully amortized in 2008.




---



##### Table of Contents



Other Income and Expense, Income Taxes and Net Income:
     Accounting Policies:
  
    
    SFAS No. 141R, Business Combinations; and
 
    
    FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities.
  
    
    SFAS No. 165, Subsequent Events; and
 
    
    FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments.
 Note 2
 Liquidity and Capital Resources




---



##### Table of Contents



Outstanding
    
    
    
    
    
    Weighted AverageBorrowings as of
    
    Availability as of
    
    Interest Rate for the sixDebt type
    
    June 30, 2009
    
    June 30, 2009
    
    months ended June 30, 2009U.S. Revolver A
    
    $
    16.8
    
    
    $
    52.1
    
    
    
    1.87
    %U.S. Revolver B
    
    
    25.5
    
    
    
    24.5
    
    
    
    2.06
    %Canadian facility
    
    
    
    
    
    
    8.3
    
    
    
    Trade acceptances
    
    
    9.9
    
    
    
    n/a
    
    
    
    2.86
    %
  :
 2009
    
    $
    10.92010
    
    
    7.52011
    
    
    7.92012
    
    
    8.22013
    
    
    34.12014 and beyond
    
    
    18.6Total debt
    
    $
    87.2




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosure about Market Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures




---



##### Table of Contents



Internal Control  Integrated Framework,
 Changes in Internal Controls
   
 Part II. OTHER INFORMATION
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 4. Submission of Matters to a Vote of Security Holders




---



##### Table of Contents



Nominee
    
    Votes For
    
    Votes WithheldBrian P. Anderson
    
    
    20,752,324
    
    
    
    82,865Thomas A. Donahoe
    
    
    20,749,047
    
    
    
    86,142Ann M. Drake
    
    
    20,709,643
    
    
    
    125,545Michael H. Goldberg
    
    
    20,658,910
    
    
    
    176,279William K. Hall
    
    
    18,619,090
    
    
    
    2,216,099Robert S. Hamada
    
    
    20,607,604
    
    
    
    227,584Patrick J. Herbert, III
    
    
    20,108,269
    
    
    
    726,920Terrence J. Keating
    
    
    20,747,052
    
    
    
    88,137Pamela Forbes Lieberman
    
    
    20,751,287
    
    
    
    83,901John McCartney
    
    
    20,650,347
    
    
    
    184,841Michael Simpson
    
    
    20,416,147
    
    
    
    419,042
   Votes For
    
    Votes Against
    
    Votes Abstained20,746,398
    
    85,105
    
    3,683
   Votes For
    
    Votes Against
    
    Votes Abstained
    
    Broker Non-Votes18,465,134
    
    979,991
    
    174,136
    
    1,215,926




---



##### Table of Contents



Item 6. Exhibits
 Exhibit No.
    
    Description3.2
    
    
    By-Laws of the Company, as amended on July 23, 20093.3
    
    
    Articles Supplementary of the Company. Filed as Exhibit 3.3 to
Form 8-K filed July 29, 2009. Commission File No. 1-5415.10.16*
    
    
    Form of A.M. Castle & Co. Indemnification Agreement to be
executed with all directors and executive officers. Filed as Exhibit
10.16 to Form 8-K filed July 29, 2009. Commission File
No. 1-5415.10.17*
    
    
    First Amendment to the A.M. Castle & Co. Supplemental 410(k)
Savings and Retirement Plan, executed April 15, 2009 (as effective
April 27, 2009). Filed as Exhibit 10.1 to Form 8-K filed April 16,
2009. Commission File No. 1-5415.10.18*
    
    
    Form of Non-Employee Director Restricted Stock Award
Agreement. Filed as Exhibit 10.1 to Form 8-K filed April 27, 2009.
Commission File No. 1-5415.10.19*
    
    
    Board of Directors resolutions adopted July 23, 2009, approving
changes to the Companys non-employee director compensation
program. Please refer to the Item 1.01 of Form 8-K filed July 29,
2009 for further information regarding the Companys non
employee director annual compensation program. Commission File
No. 1-5415.31.1
    
    
    CEO Certification Pursuant to Section 302 of the Sarbanes Oxley
Act of 200231.2
    
    
    CFO Certification Pursuant to Section 302 of the Sarbanes Oxley
Act of 200232.1
    
    
    CEO and CFO Certification Pursuant to Section 906 of the
Sarbanes Oxley Act of 2002
 
 *
    
    Indicates a management contract or compensatory plan or arrangement
required to be filed or incorporated by reference as an exhibit to
this report.




---



##### Table of Contents



SIGNATURE
  A. M. Castle & Co.

(Registrant)Date: July 30, 2009
    By:
    /s/ Patrick R. AndersonPatrick R. AndersonVice President  Controller and Chief Accounting Officer
(Mr. Anderson has been authorized to sign on behalf of the Registrant.) Exhibit Index
    
    
    
    PageThe following exhibits are filed herewith or incorporated by reference:3.2
    
    By-Laws of the Company, as amended on July 23, 2009
    
    E-13.3
    
    Articles Supplementary of the Company. Filed as Exhibit 3.3 to
Form 8-K filed July 29, 2009. Commission File No. 1-5415.10.16*
    
    Form of A.M. Castle & Co. Indemnification Agreement to be executed
with all directors and executive officers. Filed as Exhibit 10.16 to Form
8-K filed July 29, 2009. Commission File No. 1-5415.10.17*
    
    First Amendment to the A.M. Castle & Co. Supplemental 410(k)
Savings and Retirement Plan, executed April 15, 2009 (as effective
April 27, 2009). Filed as Exhibit 10.1 to Form 8-K filed April 16,
2009. Commission File No. 1-5415.10.18*
    
    Form of Non-Employee Director Restricted Stock Award
Agreement. Filed as Exhibit 10.1 to Form 8-K filed April 27, 2009.
Commission File No. 1-5415.10.19*
    
    Board of Directors resolutions adopted July 23, 2009, approving
changes to the Companys non-employee director compensation
program. Please refer to the Item 1.01 of Form 8-K filed July 29,
2009 for further information regarding the Companys non
employee director annual compensation program. Commission File
No. 1-5415.
    
    E-1431.1
    
    CEO Certification Pursuant to Section 302 of the Sarbanes Oxley Act
of 2002
    
    E-1531.2
    
    CFO Certification Pursuant to Section 302 of the Sarbanes Oxley Act
of 2002
    
    E-16




---



##### Table of Contents



Exhibit Index
    
    
    
    Page32.1
    
    CEO and CFO Certification Pursuant to Section 906 of the Sarbanes
Oxley Act of 2002
    
    E-17
 
 *
    
    Indicates a management contract or compensatory plan or arrangement
required to be filed or incorporated by reference as an exhibit to
this report.