##### 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 March 31, 2011
 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.
 (Exact name of registrant as specified in its charter)
 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
  (Former name, former address and former fiscal year, if changed since last report)
 þ o
 Yes o
No o
  Large Accelerated Filer o
    
    Accelerated Filer þ
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company o
 Yes o No þ
  Class
    
    Outstanding at May 2, 2011Common Stock, $0.01 Par Value
    
    23,020,886 shares




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##### 



PagePart I. Financial InformationItem 1. Financial Statements (unaudited):Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6-15Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16-21Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21Part II. Other InformationItem 1. Legal Proceedings
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 6. Exhibits
    
    
    23Signatures
    
    
    23Exhibit Index
    
    
    24Exhibit 31.1Exhibit 31.2Exhibit 32.1
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Part I. FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements (unaudited)
 Amounts in thousands, except par value and per share data
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 As ofMarch 31,
    
    
    December 31,2011
    
    
    2010ASSETSCurrent assetsCash and cash equivalents
    
    $
    43,829
    
    
    $
    36,716Accounts receivable, less allowances of $3,675 and $3,848
    
    
    158,269
    
    
    
    128,365Inventories, principally on last-in, first-out basis (replacement cost
higher by $125,472 and $122,340)
    
    
    143,670
    
    
    
    130,917Prepaid expenses and other current assets
    
    
    8,253
    
    
    
    6,832Income tax receivable
    
    
    1,847
    
    
    
    8,192Total current assets
    
    
    355,868
    
    
    
    311,022Investment in joint venture
    
    
    30,330
    
    
    
    27,879Goodwill
    
    
    50,130
    
    
    
    50,110Intangible assets
    
    
    39,797
    
    
    
    41,427Prepaid pension cost
    
    
    19,172
    
    
    
    18,580Other assets
    
    
    3,736
    
    
    
    3,619Property, plant and equipmentLand
    
    
    5,197
    
    
    
    5,195Building
    
    
    52,412
    
    
    
    52,277Machinery and equipment
    
    
    173,728
    
    
    
    182,178Property, plant and equipment, at cost
    
    
    231,337
    
    
    
    239,650Less  accumulated depreciation
    
    
    (155,699
    )
    
    
    (162,935
    )Property, plant and equipment, net
    
    
    75,638
    
    
    
    76,715Total assets
    
    $
    574,671
    
    
    $
    529,352LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    116,457
    
    
    $
    71,764Accrued liabilities
    
    
    25,333
    
    
    
    31,320Income taxes payable
    
    
    4,232
    
    
    
    2,357Deferred income taxes
    
    
    2,216
    
    
    
    2,461Current portion of long-term debt
    
    
    7,993
    
    
    
    8,012Total current liabilities
    
    
    156,231
    
    
    
    115,914Long-term debt, less current portion
    
    
    61,860
    
    
    
    61,127Deferred income taxes
    
    
    26,114
    
    
    
    26,754Other non-current liabilities
    
    
    3,348
    
    
    
    3,390Pension and post retirement benefit obligations
    
    
    8,820
    
    
    
    8,708Commitments and contingenciesStockholders equityPreferred stock, $0.01 par value - 10,000 shares authorized; no shares
issued and outstanding at March 31, 2011 and December 31, 2010
    
    
    
    
    
    
    Common stock, $0.01 par value - 30,000 shares authorized;
23,149 shares issued and 22,980 outstanding at March 31, 2011 and 23,149 shares
issued and 22,986 outstanding at December 31, 2010
    
    
    231
    
    
    
    231Additional paid-in capital
    
    
    181,427
    
    
    
    180,519Retained earnings
    
    
    153,450
    
    
    
    150,747Accumulated other comprehensive loss
    
    
    (14,483
    )
    
    
    (15,812
    )Treasury
stock, at cost - 169 shares at March 31, 2011 and 163 shares at December 31, 2010
    
    
    (2,327
    )
    
    
    (2,226
    )Total stockholders equity
    
    
    318,298
    
    
    
    313,459Total liabilities and stockholders equity
    
    $
    574,671
    
    
    $
    529,352
 The accompanying notes are an integral part of these statements.
  Page 3 of 24




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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Three Months Ended 
March 31,2011
    
    
    2010Net sales
    
    $
    272,788
    
    
    $
    222,996Costs and expenses:Cost of materials (exclusive of depreciation and amortization)
    
    
    201,428
    
    
    
    169,043Warehouse, processing and delivery expense
    
    
    33,142
    
    
    
    28,904Sales, general, and administrative expense
    
    
    31,121
    
    
    
    26,942Depreciation and amortization expense
    
    
    4,999
    
    
    
    5,150Operating income (loss)
    
    
    2,098
    
    
    
    (7,043
    )Interest expense, net
    
    
    (986
    )
    
    
    (1,293
    )Income (loss) before income taxes and equity in earnings of joint venture
    
    
    1,112
    
    
    
    (8,336
    )Income taxes
    
    
    (1,268
    )
    
    
    2,848Loss before equity in earnings of joint venture
    
    
    (156
    )
    
    
    (5,488
    )Equity in earnings of joint venture
    
    
    2,859
    
    
    
    866Net income (loss)
    
    $
    2,703
    
    
    $
    (4,622
    )Basic income (loss) per share
    
    $
    0.12
    
    
    $
    (0.20
    )Diluted income (loss) per share
    
    $
    0.12
    
    
    $
    (0.20
    )Dividends per common share
    
    $
    
    
    
    $
    
 The accompanying notes are an integral part of these statements.
  Page 4 of 24




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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Three Months EndedMarch 31,2011
    
    
    2010Operating activities:Net income (loss)
    
    $
    2,703
    
    
    $
    (4,622
    )Adjustments to reconcile net income (loss) to net cash
from operating activities:Depreciation and amortization
    
    
    4,999
    
    
    
    5,150Amortization of deferred gain
    
    
    (95
    )
    
    
    (218
    )Loss on sale of fixed assets
    
    
    39
    
    
    
    Equity in earnings of joint venture
    
    
    (2,859
    )
    
    
    (866
    )Dividends from joint venture
    
    
    408
    
    
    
    83Deferred tax benefit
    
    
    (963
    )
    
    
    (810
    )Share-based compensation expense
    
    
    828
    
    
    
    336Excess tax benefits from share-based payment arrangements
    
    
    (77
    )
    
    
    Increase (decrease) from changes, net of acquisitions, in:Accounts receivable
    
    
    (28,335
    )
    
    
    (20,767
    )Inventories
    
    
    (11,127
    )
    
    
    9,108Other current assets
    
    
    (3,847
    )
    
    
    (979
    )Other assets
    
    
    (64
    )
    
    
    (44
    )Prepaid pension costs
    
    
    (458
    )
    
    
    (262
    )Accounts payable
    
    
    44,241
    
    
    
    17,759Accrued liabilities
    
    
    (4,346
    )
    
    
    1,766Income taxes payable and receivable
    
    
    8,216
    
    
    
    (389
    )Postretirement benefit obligations and other liabilities
    
    
    18
    
    
    
    154Net cash from operating activities
    
    
    9,281
    
    
    
    5,399Investing activities:Capital expenditures
    
    
    (1,809
    )
    
    
    (1,953
    )Net cash used in investing activities
    
    
    (1,809
    )
    
    
    (1,953
    )Financing activities:Short-term (repayments) borrowings, net
    
    
    
    
    
    
    (4,153
    )Repayments of long-term debt
    
    
    (102
    )
    
    
    (299
    )Excess tax benefits from share-based payment arrangements
    
    
    77
    
    
    
    Net cash used in financing activities
    
    
    (25
    )
    
    
    (4,452
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (334
    )
    
    
    (1,105
    )Net increase in cash and cash equivalents
    
    
    7,113
    
    
    
    (2,111
    )Cash and cash equivalents  beginning of year
    
    
    36,716
    
    
    
    28,311Cash and cash equivalents  end of period
    
    $
    43,829
    
    
    $
    26,200
 The accompanying notes are an integral part of these statements.
  Page 5 of 24




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Unaudited  Amounts in thousands except per share data and percentages
 (1) Condensed Consolidated Financial Statements
   (2) New Accounting Standards
 Standards Adopted
   Page 6 of 24




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(3) Earnings Per Share
  For the Three Months EndedMarch 31,2011
    
    
    2010Numerator:Net income (loss)
    
    $
    2,703
    
    
    $
    (4,622
    )Denominator:Denominator for basic earnings (loss) per share:Weighted average common shares outstanding
    
    
    22,773
    
    
    
    22,652Effect of dilutive securities:Outstanding common stock equivalents
    
    
    689
    
    
    
    Denominator for diluted earnings (loss )per share
    
    
    23,462
    
    
    
    22,652Basic earnings (loss) per share
    
    $
    0.12
    
    
    $
    (0.20
    )Diluted earnings (loss) per share
    
    $
    0.12
    
    
    $
    (0.20
    )Excluded outstanding share-based awards having an anti-dilutive effect
    
    
    20
    
    
    
    796
  (4) Debt
  March 31, 2011
    
    
    December 31, 2010LONG-TERM DEBT6.76% insurance company loan due in scheduled installments through 2015
    
    $
    42,835
    
    
    $
    42,835U.S. Revolver B
    
    
    26,512
    
    
    
    25,704Other, primarily capital leases
    
    
    506
    
    
    
    600Total long-term debt
    
    
    69,853
    
    
    
    69,139Less current portion
    
    
    (7,993
    )
    
    
    (8,012
    )Total long-term portion
    
    
    61,860
    
    
    
    61,127TOTAL LONG-TERM DEBT
    
    $
    69,853
    
    
    $
    69,139
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Weighted AverageOutstanding
    
    
    
    
    
    
    Interest Rate for the ThreeBorrowings as of
    
    
    Availability as of
    
    
    Months ended March 31,Debt type
    
    March 31, 2011
    
    
    March 31, 2011
    
    
    2011U.S. Revolver A
    
    
    
    
    
    $
    96,724
    
    
    
    0.20
    %U.S. Revolver B
    
    
    26,512
    
    
    
    23,488
    
    
    
    1.53
    %Canadian facility
    
    
    
    
    
    
    10,076
    
    
    
    3.41
    %
    Page 8 of 24




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(5) Fair Value Measurements
  Level 1Valuations based on quoted prices for identical assets and liabilities in active
markets.
 Level 2Valuations based on observable inputs other than quoted prices included in Level
1, such as quoted prices for similar assets and liabilities in active markets, quoted prices
for identical or similar assets and liabilities in markets that are not active, or other inputs
that are observable or can be corroborated by observable market data.
 Level 3Valuations based on unobservable inputs reflecting our own assumptions,
consistent with reasonably available assumptions made by other market participants.
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAs of March 31, 2011:Cash equivalents
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    As of December 31, 2010:Cash equivalents
    
    $
    6,350
    
    
    $
    
    
    
    $
    
    
    
    $
    6,350
 (6) Segment Reporting
    Note 1
  Page 9 of 24




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Net
    
    
    Operating
    
    
    Capital
    
    
    Depreciation &Sales
    
    
    Income (Loss)
    
    
    Expenditures
    
    
    Amortization2011Metals segment
    
    $
    244,589
    
    
    $
    3,586
    
    
    $
    1,317
    
    
    $
    4,685Plastics segment
    
    
    28,199
    
    
    
    562
    
    
    
    492
    
    
    
    314Other
    
    
    
    
    
    
    (2,050
    )
    
    
    
    
    
    
    Consolidated
    
    $
    272,788
    
    
    $
    2,098
    
    
    $
    1,809
    
    
    $
    4,9992010Metals segment
    
    $
    199,674
    
    
    $
    (5,821
    )
    
    $
    1,888
    
    
    $
    4,820Plastics segment
    
    
    23,322
    
    
    
    163
    
    
    
    65
    
    
    
    330Other
    
    
    
    
    
    
    (1,385
    )
    
    
    
    
    
    
    Consolidated
    
    $
    222,996
    
    
    $
    (7,043
    )
    
    $
    1,953
    
    
    $
    5,150
   For the Three Months EndedMarch 31,2011
    
    
    2010Operating income (loss)
    
    $
    2,098
    
    
    $
    (7,043
    )Interest expense, net
    
    
    (986
    )
    
    
    (1,293
    )Income (loss) before income taxes and equity in earnings of joint venture
    
    
    1,112
    
    
    
    (8,336
    )Equity in earnings of joint venture
    
    
    2,859
    
    
    
    866Consolidated income (loss) before income taxes
    
    $
    3,971
    
    
    $
    (7,470
    )
  March 31,
    
    
    December 31,2011
    
    
    2010Metals segment
    
    $
    491,009
    
    
    $
    454,345Plastics segment
    
    
    53,332
    
    
    
    47,128Other
    
    
    30,330
    
    
    
    27,879Consolidated
    
    $
    574,671
    
    
    $
    529,352
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(7) Goodwill and Intangible Assets
  Metals
    
    
    PlasticsSegment
    
    
    Segment
    
    
    TotalBalance as of January 1, 2011Goodwill
    
    $
    97,354
    
    
    $
    12,973
    
    
    $
    110,327Accumulated impairment losses
    
    
    (60,217
    )
    
    
    
    
    
    
    (60,217
    )Balance as of January 1, 2011
    
    
    37,137
    
    
    
    12,973
    
    
    
    50,110Currency valuation
    
    
    20
    
    
    
    
    
    
    
    20Balance as of March 31, 2011Goodwill
    
    
    97,374
    
    
    
    12,973
    
    
    
    110,347Accumulated impairment losses
    
    
    (60,217
    )
    
    
    
    
    
    
    (60,217
    )Balance as of March 31, 2011
    
    $
    37,157
    
    
    $
    12,973
    
    
    $
    50,130
 st
  March 31, 2011
    
    
    December 31, 2010Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationCustomer relationships
    
    $
    69,533
    
    
    $
    29,736
    
    
    $
    69,452
    
    
    $
    28,025Non-compete agreements
    
    
    2,888
    
    
    
    2,888
    
    
    
    2,888
    
    
    
    2,888Trade name
    
    
    378
    
    
    
    378
    
    
    
    378
    
    
    
    378Total
    
    $
    72,799
    
    
    $
    33,002
    
    
    $
    72,718
    
    
    $
    31,291
   2011
    
    $
    6,6312012
    
    
    6,1442013
    
    
    6,1442014
    
    
    6,1442015
    
    
    6,144
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(8) Inventories
   (9) Share-based Compensation
  2011 Long-Term Compensation Plan
   Restricted Share Units
 Performance Share Units
 PSUs containing a market-based performance condition st
  Page 12 of 24




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2011Expected volatility
    
    
    62.0
    %Risk-free interest rate
    
    
    1.10
    %Expected life (in years)
    
    
    2.84Expected dividend yield
    
    
    
 PSUs containing a non-market-based performance condition st
  Estimated
    
    
    Maximum Number ofGrant Date
    
    
    Number of PSUs
    
    
    PSUs that couldShare type
    
    Fair Value
    
    
    to be Issued
    
    
    Potentially be IssuedMarket-based performance condition
    
    $
    23.89
    
    
    
    74
    
    
    
    222Non-market-based performance condition
    
    $
    17.13
    
    
    
    69
    
    
    
    222
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(10) Comprehensive Income (Loss)
  March 31,2011
    
    
    2010Net income (loss)
    
    $
    2,703
    
    
    $
    (4,622
    )Foreign currency translation gain
    
    
    1,246
    
    
    
    56Pension cost amortization, net of tax
    
    
    83
    
    
    
    71Total comprehensive income (loss)
    
    $
    4,032
    
    
    $
    (4,495
    )
  March 31,
    
    
    December 31,2011
    
    
    2010Foreign currency translation losses
    
    $
    (2,504
    )
    
    $
    (3,750
    )Unrecognized pension and postretirement benefit costs, net of tax
    
    
    (11,979
    )
    
    
    (12,062
    )Total accumulated other comprehensive loss
    
    $
    (14,483
    )
    
    $
    (15,812
    )
 (11) Employee Benefit Plans
  For the Three Months EndedMarch 31,2011
    
    
    2010Service cost
    
    $
    176
    
    
    $
    200Interest cost
    
    
    1,904
    
    
    
    1,919Expected return on assets
    
    
    (2,514
    )
    
    
    (2,335
    )Amortization of prior service cost
    
    
    81
    
    
    
    65Amortization of actuarial loss
    
    
    57
    
    
    
    55Net periodic pension and postretirement benefit
    
    $
    (296
    )
    
    $
    (96
    )
  (12) Joint Venture
  :
 For the Three Months EndedMarch 31,2011
    
    
    2010Net sales
    
    $
    63,599
    
    
    $
    38,645Cost of materials
    
    
    51,278
    
    
    
    32,183Income before taxes
    
    
    6,728
    
    
    
    2,029Net income
    
    
    5,718
    
    
    
    1,732
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(13) Commitments and Contingent Liabilities
    (14) Income Taxes
    (15) Subsequent Events
   Page 15 of 24




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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, 2010. All future written and oral forward-looking statements by us or
persons 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
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YEAR
    
    Qtr 1
    
    
    Qtr 2
    
    
    Qtr 3
    
    
    Qtr 42009
    
    
    35.9
    
    
    
    42.6
    
    
    
    51.5
    
    
    
    54.62010
    
    
    58.2
    
    
    
    58.8
    
    
    
    55.4
    
    
    
    56.82011
    
    
    61.1
  Results of Operations: First Quarter 2011 Comparisons to First Quarter 2010
  Fav/(Unfav)2011
    
    
    2010
    
    
    $ Change
    
    
    % ChangeNet SalesMetals
    
    $
    244.6
    
    
    $
    199.7
    
    
    $
    44.9
    
    
    
    22.5
    %Plastics
    
    
    28.2
    
    
    
    23.3
    
    
    
    4.9
    
    
    
    21.0
    %Total Net Sales
    
    $
    272.8
    
    
    $
    223.0
    
    
    $
    49.8
    
    
    
    22.3
    %Cost of MaterialsMetals
    
    $
    182.0
    
    
    $
    153.0
    
    
    $
    (29.0
    )
    
    
    (19.0
    )%% of Metals Sales
    
    
    74.4
    %
    
    
    76.6
    %Plastics
    
    
    19.4
    
    
    
    16.0
    
    
    
    (3.4
    )
    
    
    (21.3
    )%% of Plastics Sales
    
    
    68.8
    %
    
    
    68.7
    %Total Cost of Materials
    
    $
    201.4
    
    
    $
    169.0
    
    
    $
    (32.4
    )
    
    
    (19.2
    )%% of Total Sales
    
    
    73.8
    %
    
    
    75.8
    %Operating Costs and ExpensesMetals
    
    $
    59.0
    
    
    $
    52.5
    
    
    $
    (6.5
    )
    
    
    (12.4
    )%Plastics
    
    
    8.2
    
    
    
    7.1
    
    
    
    (1.1
    )
    
    
    (15.5
    )%Other
    
    
    2.1
    
    
    
    1.4
    
    
    
    (0.7
    )
    
    
    (50.0
    )%Total Operating Costs & Expenses
    
    $
    69.3
    
    
    $
    61.0
    
    
    $
    (8.3
    )
    
    
    (13.6
    )%% of Total Sales
    
    
    25.4
    %
    
    
    27.4
    %Operating Income (Loss)Metals
    
    $
    3.6
    
    
    $
    (5.8
    )
    
    $
    9.4
    
    
    
    162.1
    %% of Metals Sales
    
    
    1.5
    %
    
    
    (2.9
    )%Plastics
    
    
    0.6
    
    
    
    0.2
    
    
    
    0.4
    
    
    
    200.0
    %% of Plastics Sales
    
    
    2.1
    %
    
    
    0.9
    %Other
    
    
    (2.1
    )
    
    
    (1.4
    )
    
    
    (0.7
    )
    
    
    (50.0
    )%Total Operating Income (Loss)
    
    $
    2.1
    
    
    $
    (7.0
    )
    
    $
    9.1
    
    
    
    130.0
    %% of Total Sales
    
    
    0.8
    %
    
    
    (3.1
    )%
 Other includes the costs of executive, legal and finance departments which are shared by
both segments of the Company.
  Page 17 of 24




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##### Table of Contents



Net Sales:
   Cost of Materials:
  Operating Expenses and Operating Income:
  
    
    Warehouse, processing and delivery costs increased by $4.2 million of which $2.5
million is the result of higher sales volume as average tons sold per day increased
17.7% and $1.7 million is due to increased payroll costs as a result of headcount and
merit increases;
    
    Sales, general and administrative costs increased by $4.2 million primarily due to
increased payroll costs of $3.1 million due to headcount and merit increases; and
  Page 18 of 24




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##### Table of Contents



Other Income and Expense, Income Taxes and Net Income:
     Accounting Policies:
  Liquidity and Capital Resources
     Page 19 of 24




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##### Table of Contents



Weighted AverageOutstanding
    
    
    
    
    
    
    Interest Rate for the ThreeBorrowings as of
    
    
    Availability as of
    
    
    Months ended March 31,Debt type
    
    March 31, 2011
    
    
    March 31, 2011
    
    
    2011U.S. Revolver A
    
    
    
    
    
    $
    96.7
    
    
    
    0.20
    %U.S. Revolver B
    
    
    26.5
    
    
    
    23.5
    
    
    
    1.53
    %Canadian facility
    
    
    
    
    
    
    10.1
    
    
    
    3.41
    %
    :
 2011
    
    $
    8.02012
    
    
    8.12013
    
    
    35.12014
    
    
    9.12015
    
    
    9.62016 and beyond
    
    
    Total debt
    
    $
    69.9
  Page 20 of 24




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##### Table of Contents



Requirement per
    
    
    Actual atCovenant Description
    
    Credit Agreement
    
    
    March 31, 2011Funded debt-to-capital ratio
    
    less than 0.55
    
    
    
    0.15Working capital-to-debt ratio
    
    greater than 1.0
    
    
    
    4.32Minimum adjusted consolidated net worth
    
    $
    262.7
    
    
    $
    330.3
  
 Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
    Internal Control  Integrated Framework,
    Page 21 of 24




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##### Table of Contents



Part II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  MaximumNumber (orTotal number
    
    
    Approximateof Shares
    
    
    Dollar Value) ofPurchased as
    
    
    Shares thatTotal
    
    
    
    
    
    
    Part of
    
    
    May Yet BeNumber of
    
    
    Average
    
    
    Publicly
    
    
    PurchasedShares
    
    
    Price
    
    
    Announced
    
    
    under thePurchased
    
    
    Paid per
    
    
    Plans or
    
    
    Plans orPeriod
    
    (1)
    
    
    Share
    
    
    Programs
    
    
    ProgramsJanuary 1 through January 31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February 1 through February 28
    
    
    5,973
    
    
    $
    16.44
    
    
    
    
    
    
    
    March 1 through March 31
    
    
    1,007
    
    
    $
    17.23
    
    
    
    
    
    
    
    Total
    
    
    6,980
    
    
    $
    16.56
    
    
    
    
    
    
    
    
 (1)
    
    The total number of shares purchased represents shares acquired by the Company from
employees who tendered owned shares to satisfy tax withholding obligations on vesting of
restricted stock or to satisfy the exercise price on stock option exercises.
  Page 22 of 24




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##### Table of Contents



Item 6.
    
    Exhibits
 Exhibit No.

    
    Description10.28
    
    
    Second Amendment to Amended and Restated Credit Agreement, dated April 21,
2011. Filed as Exhibit 10.28 to Form 8-K filed May 3, 2011. Commission
File No. 1-5415.10.29
    
    
    Amendment No. 3 to Note Agreement, dated April 21, 2011. Filed as Exhibit
10.29 to Form 8-K filed May 3, 2011. Commission File No. 1-5415.10.30
    *
    
    2008 A. M. Castle Omnibus Incentive Plan, as Amended and Restated April
28, 2011. Filed as Exhibit 10.30 to Form 8-K filed May 3, 2011.
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
 
 SIGNATURE
  A. M. Castle & Co.(Registrant)Date:      May 6, 2011
    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.)  Page 23 of 24




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##### Table of Contents



Exhibit Index
  Exhibit No.

    
    Description
    
    Page10.28
    
    
    Second Amendment to Amended and Restated Credit
Agreement, dated April 21, 2011. Filed as Exhibit
10.28 to Form 8-K filed May 3, 2011. Commission File
No. 1-5415.10.29
    
    
    Amendment No. 3 to Note Agreement, dated April 21,
2011. Filed as Exhibit 10.29 to Form 8-K filed May
3, 2011. Commission File No. 1-5415.10.30
    *
    
    2008 A. M. Castle Omnibus Incentive Plan, as Amended
and Restated April 28, 2011. Filed as Exhibit 10.30
to Form 8-K filed May 3, 2011. Commission File No.
1-5415.31.1
    
    
    CEO Certification Pursuant to Section 302 of the
Sarbanes Oxley Act of 2002
    
    E-131.2
    
    
    CFO Certification Pursuant to Section 302 of the
Sarbanes Oxley Act of 2002
    
    E-232.1
    
    
    CEO and CFO Certification Pursuant to Section 906 of
the Sarbanes Oxley Act of 2002
    
    E-3
 *
    
    Agreement is considered a compensatory plan or arrangement.
  Page 24 of 24