##### 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, 2010
 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 
incorporation of organization)
    
    (I.R.S. Employer Identification No.)3400 North Wolf Road, Franklin Park, Illinois
    
    60131(Address of Principal Executive Offices)
    
    (Zip Code)
   (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
  Large Accelerated Filer o
    
    Accelerated Filer þ
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company o
 o þ
  Class
    
    Outstanding at April 23, 2010Common Stock, $0.01 Par Value
    
    22,938,020 shares




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##### 



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
    
    
    6-15Item 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
    
    
    21-22Part II. Other InformationItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 6. Exhibits
    
    
    23Exhibit 31.1Exhibit 31.2Exhibit 32.1
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##### 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 ofMarch 31,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent assetsCash and cash equivalents
    
    $
    26,200
    
    
    $
    28,311Accounts receivable, less allowances of $4,228 and $4,195
    
    
    126,507
    
    
    
    105,832Inventories, principally on last-in, first-out basis (replacement cost
higher by $117,965 and $116,816)
    
    
    161,413
    
    
    
    170,960Other current assets
    
    
    6,227
    
    
    
    5,241Income tax receivable
    
    
    18,615
    
    
    
    18,970Total current assets
    
    
    338,962
    
    
    
    329,314Investment in joint venture
    
    
    24,251
    
    
    
    23,468Goodwill
    
    
    50,095
    
    
    
    50,072Intangible assets
    
    
    46,691
    
    
    
    48,575Prepaid pension cost
    
    
    20,292
    
    
    
    19,913Other assets
    
    
    3,647
    
    
    
    3,906Property, plant and equipment, at costLand
    
    
    5,194
    
    
    
    5,192Building
    
    
    52,018
    
    
    
    51,945Machinery and equipment
    
    
    180,670
    
    
    
    178,545237,882
    
    
    
    235,682Less  accumulated depreciation
    
    
    (156,550
    )
    
    
    (152,929
    )81,332
    
    
    
    82,753Total assets
    
    $
    565,270
    
    
    $
    558,001LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    88,452
    
    
    $
    71,295Accrued liabilities
    
    
    24,079
    
    
    
    22,419Income taxes payable
    
    
    1,363
    
    
    
    1,848Deferred income taxes
    
    
    9,638
    
    
    
    9,706Current portion of long-term debt
    
    
    7,639
    
    
    
    7,778Short-term debt
    
    
    9,679
    
    
    
    13,720Total current liabilities
    
    
    140,850
    
    
    
    126,766Long-term debt, less current portion
    
    
    65,903
    
    
    
    67,686Deferred income taxes
    
    
    31,333
    
    
    
    32,032Other non-current liabilities
    
    
    4,999
    
    
    
    5,281Pension and post retirement benefit obligations
    
    
    8,136
    
    
    
    8,028Commitments and contingenciesStockholders equityPreferred stock, $0.01 par value  10,000 shares authorized; no shares
issued and outstanding at March 31, 2010 and December 31, 2009
    
    
    
    
    
    
    Common stock, $0.01 par value  30,000 shares authorized;
23,115 shares issued and 22,899 outstanding at March 31, 2010 and 22,906 outstanding
at December 31, 2009
    
    
    230
    
    
    
    230Additional paid-in capital
    
    
    178,625
    
    
    
    178,129Retained earnings
    
    
    151,765
    
    
    
    156,387Accumulated other comprehensive loss
    
    
    (13,401
    )
    
    
    (13,528
    )Treasury stock, at cost  216 shares at March 31, 2010 and 209 shares at
December 31, 2009
    
    
    (3,170
    )
    
    
    (3,010
    )Total stockholders equity
    
    
    314,049
    
    
    
    318,208Total liabilities and stockholders equity
    
    $
    565,270
    
    
    $
    558,001
 The accompanying notes are an integral part of these statements.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Three Months EndedMarch 31,2010
    
    
    2009Net sales
    
    $
    222,996
    
    
    $
    252,244Costs and expenses:Cost of materials (exclusive of depreciation and amortization)
    
    
    169,043
    
    
    
    182,180Warehouse, processing and delivery expense
    
    
    28,904
    
    
    
    30,926Sales, general, and administrative expense
    
    
    26,942
    
    
    
    31,960Depreciation and amortization expense
    
    
    5,150
    
    
    
    5,416Operating (loss) income
    
    
    (7,043
    )
    
    
    1,762Interest expense, net
    
    
    (1,293
    )
    
    
    (1,705
    )(Loss) income before income taxes and equity in earnings (losses) of joint venture
    
    
    (8,336
    )
    
    
    57Income taxes
    
    
    2,848
    
    
    
    445(Loss) Income before equity in earnings (losses) of joint venture
    
    
    (5,488
    )
    
    
    502Equity in earnings (losses) of joint venture
    
    
    866
    
    
    
    (22
    )Net (loss) income
    
    $
    (4,622
    )
    
    $
    480Basic (loss) earnings per share
    
    $
    (0.20
    )
    
    $
    0.02Diluted (loss) earnings per share
    
    $
    (0.20
    )
    
    $
    0.02Dividends per common share
    
    $
    
    
    
    $
    
 The accompanying notes are an integral part of these statements.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Three Months EndedMarch 31,2010
    
    
    2009Operating activities:Net (loss) income
    
    $
    (4,622
    )
    
    $
    480Adjustments to reconcile net (loss) income to net cash
from operating activities:Depreciation and amortization
    
    
    5,150
    
    
    
    5,416Amortization of deferred gain
    
    
    (218
    )
    
    
    (227
    )Loss on sale of fixed assets
    
    
    
    
    
    
    (6
    )Equity in (earnings) losses of joint venture
    
    
    (866
    )
    
    
    22Dividends from joint venture
    
    
    83
    
    
    
    485Deferred tax benefit
    
    
    (810
    )
    
    
    (3,363
    )Share-based compensation expense
    
    
    336
    
    
    
    470Increase (decrease) from changes, net of acquisitions, in:Accounts receivable
    
    
    (20,767
    )
    
    
    19,123Inventories
    
    
    9,108
    
    
    
    9,149Other current assets
    
    
    (979
    )
    
    
    (65
    )Other assets
    
    
    (44
    )
    
    
    (169
    )Prepaid pension costs
    
    
    (262
    )
    
    
    (188
    )Accounts payable
    
    
    17,759
    
    
    
    (19,944
    )Accrued liabilities
    
    
    1,766
    
    
    
    (3,194
    )Income taxes payable
    
    
    (389
    )
    
    
    (2,092
    )Postretirement benefit obligations and other liabilities
    
    
    154
    
    
    
    (1,222
    )Net cash from operating activities
    
    
    5,399
    
    
    
    4,675Investing activities:Capital expenditures
    
    
    (1,953
    )
    
    
    (3,825
    )Proceeds from sale of fixed assets
    
    
    
    
    
    
    15Insurance proceeds
    
    
    
    
    
    
    250Net cash used in investing activities
    
    
    (1,953
    )
    
    
    (3,560
    )Financing activities:Short-term (repayments) borrowings, net
    
    
    (4,153
    )
    
    
    4,421Repayments of long-term debt
    
    
    (299
    )
    
    
    (823
    )Net cash (used in) from financing activities
    
    
    (4,452
    )
    
    
    3,598Effect of exchange rate changes on cash and cash equivalents
    
    
    (1,105
    )
    
    
    (117
    )Net increase in cash and cash equivalents
    
    
    (2,111
    )
    
    
    4,596Cash and cash equivalents  beginning of year
    
    
    28,311
    
    
    
    15,277Cash and cash equivalents  end of period
    
    $
    26,200
    
    
    $
    19,873
 The accompanying notes are an integral part of these statements.
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(Unaudited  Amounts in thousands except per share data)
 (1) Condensed Consolidated Financial Statements
   (2) New Accounting Standards
 Standards Adopted
  (3) Earnings Per Share
  For the Three Months EndedMarch 31,2010
    
    
    2009Numerator:Net (loss) income
    
    $
    (4,622
    )
    
    $
    480Denominator:Denominator for basic (loss) earnings per share:Weighted average common shares outstanding
    
    
    22,652
    
    
    
    22,727Effect of dilutive securities:Outstanding common stock equivalents
    
    
    
    
    
    
    342Denominator for diluted (loss) earnings per share
    
    
    22,652
    
    
    
    23,069Basic (loss) earnings per share
    
    $
    (0.20
    )
    
    $
    0.02Diluted (loss) earnings per share
    
    $
    (0.20
    )
    
    $
    0.02Excluded outstanding share-based awards having
an anti-dilutive effect
    
    
    796
    
    
    
    150
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(4) Debt
  March 31, 2010
    
    
    December 31, 2009SHORT-TERM DEBTU.S. Revolver A (a)
    
    $
    1,500
    
    
    $
    5,000Trade acceptances (b)
    
    
    8,179
    
    
    
    8,720Total short-term debt
    
    
    9,679
    
    
    
    13,720LONG-TERM DEBT6.76% insurance company loan due in
scheduled installments through 2015
    
    
    50,026
    
    
    
    50,026U.S. Revolver B (a)
    
    
    22,777
    
    
    
    24,246Other, primarily capital leases
    
    
    739
    
    
    
    1,192Total long-term debt
    
    
    73,542
    
    
    
    75,464Less current portion
    
    
    (7,639
    )
    
    
    (7,778
    )Total long-term portion
    
    
    65,903
    
    
    
    67,686TOTAL SHORT-TERM AND LONG-TERM DEBT
    
    $
    83,221
    
    
    $
    89,184
 (a)
    
    The Companys amended and Restated Credit Agreement (the 2008 Senior Credit Facility) dated
as of September 5, 2006, provides a $230,000 five-year secured revolver consisting 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 Canadian dollar $9,784 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 movement in the exchange rate between the Canadian dollar and U.S. dollar). The
maturity date of the 2008 Senior Credit Facility is January 2, 2013.The Company has classified U.S. Revolver A as short-term based on its ability and intent to repay
amounts outstanding under this instrument within the next 12 months. U.S. Revolver B is classified
as long-term as the Companys cash projections indicate that amounts outstanding under this
instrument are not expected to be repaid within the next 12 months. The Company had availability
of $77,786 under its U.S. Revolver A and $27,223 under its U.S. Revolver B as of March 31, 2010.
The Companys Canadian subsidiary had availability of approximately $9,639 in U.S dollars. The
weighted average interest rate for borrowings under the U.S. Revolver A and U.S. Revolver B for the
three months ended March 31, 2010 was 2.15% and 1.40%, respectively. The weighted average interest
rate for borrowings under the Canadian Revolver for the three months ended March 31, 2010 was
0.25%.   Page 7 of 27




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(b)
    
    A trade acceptance is a form of debt instrument having a definite maturity and obligation to
pay and which has been accepted by an acknowledgement by the company upon whom it is drawn.
At March 31, 2010, the Company had $8,179 in outstanding trade acceptances with varying
maturity dates ranging up to 120 days. The weighted average interest rate was 1.20% for the three
months ended March 31, 2010.   (5) Segment Reporting
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Note 1
  Net
    
    
    Operating
    
    
    Capital
    
    
    Depreciation &Sales
    
    
    (Loss) Income
    
    
    Expenditures
    
    
    Amortization2010Metals segment
    
    $
    199,674
    
    
    $
    (5,821
    )
    
    $
    1,888
    
    
    $
    4,820Plastics segment
    
    
    23,322
    
    
    
    163
    
    
    
    65
    
    
    
    330Other
    
    
    
    
    
    
    (1,385
    )
    
    
    
    
    
    
    Consolidated
    
    $
    222,996
    
    
    $
    (7,043
    )
    
    $
    1,953
    
    
    $
    5,1502009Metals segment
    
    $
    231,082
    
    
    $
    4,015
    
    
    $
    3,734
    
    
    $
    5,085Plastics segment
    
    
    21,162
    
    
    
    (408
    )
    
    
    91
    
    
    
    331Other
    
    
    
    
    
    
    (1,845
    )
    
    
    
    
    
    
    Consolidated
    
    $
    252,244
    
    
    $
    1,762
    
    
    $
    3,825
    
    
    $
    5,416
   March 31, 2010
    
    
    December 31, 2009Metals segment
    
    $
    493,770
    
    
    $
    488,090Plastics segment
    
    
    47,249
    
    
    
    46,443Other
    
    
    24,251
    
    
    
    23,468Consolidated
    
    $
    565,270
    
    
    $
    558,001
  (6) Goodwill and Intangible Assets
  Metals
    
    
    PlasticsSegment
    
    
    Segment
    
    
    TotalBalance as of January 1, 2010Goodwill
    
    $
    97,316
    
    
    $
    12,973
    
    
    $
    110,289Accumulated impairment losses
    
    
    (60,217
    )
    
    
    
    
    
    
    (60,217
    )Balance as of January 1, 2010
    
    
    37,099
    
    
    
    12,973
    
    
    
    50,072Currency valuation
    
    
    23
    
    
    
    
    
    
    
    23Balance as of March 31, 2010Goodwill
    
    
    97,339
    
    
    
    12,973
    
    
    
    110,312Accumulated impairment losses
    
    
    (60,217
    )
    
    
    
    
    
    
    (60,217
    )Balance as of March 31, 2010
    
    $
    37,122
    
    
    $
    12,973
    
    
    $
    50,095
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Note 8, st
  March 31, 2010
    
    
    December 31, 2009Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationCustomer relationships
    
    $
    69,386
    
    
    $
    23,019
    
    
    $
    69,549
    
    
    $
    21,435Non-compete agreements
    
    
    2,854
    
    
    
    2,530
    
    
    
    2,938
    
    
    
    2,477Trade name
    
    
    378
    
    
    
    378
    
    
    
    378
    
    
    
    378Total
    
    $
    72,618
    
    
    $
    25,927
    
    
    $
    72,865
    
    
    $
    24,290
   2010
    
    $
    7,0532011
    
    
    6,6002012
    
    
    6,1402013
    
    
    6,1402014
    
    
    6,140
 (7)
Inventories
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(8) Share-based Compensation
  Long-Term Compensation and Incentive Plans
    Restricted Share Units and Non-Vested Shares
    Page 11 of 27




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Shares
    
    
    UnitsWeighted-
    
    
    
    
    
    
    Weighted-Average Grant
    
    
    
    
    
    
    Average GrantShares
    
    
    Date Fair Value
    
    
    Units
    
    
    Date Fair ValueOutstanding at January 1, 2010
    
    
    262
    
    
    $
    10.76
    
    
    
    
    
    
    
    Granted
    
    
    
    
    
    
    
    
    
    
    150
    
    
    $
    12.07Forfeited
    
    
    (8
    )
    
    $
    6.37
    
    
    
    (1
    )
    
    $
    12.07Outstanding at March 31, 2010
    
    
    254
    
    
    $
    10.86
    
    
    
    149
    
    
    $
    12.07Expected to vest as of March 31, 2010
    
    
    230
    
    
    $
    11.21
    
    
    
    126
    
    
    $
    12.07
  Performance Shares
   2010Expected volatility
    
    
    61.6
    %Risk-free interest rate
    
    
    1.45
    %Expected life (in years)
    
    
    2.80Expected dividend yield
    
    
    
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Estimated Number of
    
    
    Maximum Number ofGrant Date Fair

    
    
    Performance Shares to
    
    
    Performance Shares thatPlan Year
    
    Value
    
    
    be Issued
    
    
    could Potentially be Issued2010 LTC Plan
    
    $ 12.26

    
    
    
    
    
    
    3002009 LTI Plan
    
    $ 5.66

    
    
    
    
    
    
    6762008 LTI Plan
    
    $
    22.90  $28.17

    
    
    
    
    
    
    349
    Stock Options
   2010Expected volatility
    
    
    58.5
    %Risk-free interest rate
    
    
    2.3
    %Expected life (in years)
    
    
    5.5Expected dividend yield
    
    
    1.2
    %
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Weighted AverageShares
    
    
    Exercise PriceStock options outstanding at January 1, 2010
    
    
    239
    
    
    $
    11.37Granted
    
    
    303
    
    
    $
    12.79Stock options outstanding at March 31, 2010
    
    
    542
    
    
    $
    12.16Stock options vested or expected to vest as of
March 31, 2010
    
    
    493
    
    
    $
    12.10
  Deferred Compensation Plan
  (9) Comprehensive (Loss) Income
  March 31,2010
    
    
    2009Net (loss) income
    
    $
    (4,622
    )
    
    $
    480Foreign currency translation gain (loss)
    
    
    56
    
    
    
    1,204Pension cost amortization, net of tax
    
    
    71
    
    
    
    59Total comprehensive (loss) income
    
    $
    (4,495
    )
    
    $
    1,743
  March 31,
    
    
    December 31,2010
    
    
    2009Foreign currency translation losses
    
    $
    (3,158
    )
    
    $
    (3,214
    )Unrecognized pension and postretirement benefit costs,
net of tax
    
    
    (10,243
    )
    
    
    (10,314
    )Total accumulated other comprehensive loss
    
    $
    (13,401
    )
    
    $
    (13,528
    )
 (10) Pension and Postretirement Plans
  For the Three Months EndedMarch 31,2010
    
    
    2009Service cost
    
    $
    200
    
    
    $
    197Interest cost
    
    
    1,919
    
    
    
    1,934Expected return on assets
    
    
    (2,335
    )
    
    
    (2,253
    )Amortization of prior service cost
    
    
    65
    
    
    
    72Amortization of actuarial loss
    
    
    55
    
    
    
    34Net periodic pension and postretirement benefit
    
    $
    (96
    )
    
    $
    (16
    )
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(11) Joint Venture
  :
 For the Three Months EndedMarch 31,2010
    
    
    2009Net sales
    
    $
    38,645
    
    
    $
    31,315Cost of materials
    
    
    32,183
    
    
    
    27,187Income before taxes
    
    
    2,029
    
    
    
    103Net income (loss)
    
    
    1,732
    
    
    
    (44
    )
 (12) Commitments and Contingent Liabilities
   (13) Income Taxes
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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, 2009. 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 42008
    
    
    49.2
    
    
    
    49.5
    
    
    
    47.8
    
    
    
    36.12009
    
    
    35.9
    
    
    
    42.6
    
    
    
    51.5
    
    
    
    54.62010
    
    
    58.2
  Results of Operations: First Quarter 2010 Comparisons to First Quarter 2009
 
 Fav/(Unfav)2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeNet SalesMetals
    
    $
    199.7
    
    
    $
    231.1
    
    
    $
    (31.4
    )
    
    
    (13.6
    )%Plastics
    
    
    23.3
    
    
    
    21.1
    
    
    
    2.2
    
    
    
    10.4
    %Total Net Sales
    
    $
    223.0
    
    
    $
    252.2
    
    
    $
    (29.2
    )
    
    
    (11.6
    )%Cost of MaterialsMetals
    
    $
    153.0
    
    
    $
    167.8
    
    
    $
    14.8
    
    
    
    8.8
    %% of Metals Sales
    
    
    76.6
    %
    
    
    72.6
    %Plastics
    
    
    16.0
    
    
    
    14.4
    
    
    
    (1.6
    )
    
    
    (11.1
    )%% of Plastics Sales
    
    
    68.7
    %
    
    
    68.2
    %Total Cost of Materials
    
    $
    169.0
    
    
    $
    182.2
    
    
    $
    13.2
    
    
    
    7.2
    %% of Total Sales
    
    
    75.8
    %
    
    
    72.2
    %Operating Costs and ExpensesMetals
    
    $
    52.5
    
    
    $
    59.3
    
    
    $
    6.8
    
    
    
    11.5
    %Plastics
    
    
    7.1
    
    
    
    7.1
    
    
    
    
    
    
    
    Other
    
    
    1.4
    
    
    
    1.8
    
    
    
    0.4
    
    
    
    22.2
    %Total Operating Costs & Expenses
    
    $
    61.0
    
    
    $
    68.2
    
    
    $
    7.2
    
    
    
    10.6
    %% of Total Sales
    
    
    27.4
    %
    
    
    27.0
    %Operating (Loss) IncomeMetals
    
    $
    (5.8
    )
    
    $
    4.0
    
    
    $
    (9.8
    )
    
    
    (245.0
    )%% of Metals Sales
    
    
    (2.9
    )%
    
    
    1.7
    %Plastics
    
    
    0.2
    
    
    
    (0.4
    )
    
    
    0.6
    
    
    
    150.0
    %% of Plastics Sales
    
    
    0.9
    %
    
    
    (1.9
    )%Other
    
    
    (1.4
    )
    
    
    (1.8
    )
    
    
    0.4
    
    
    
    22.2
    %Total Operating (Loss) Income
    
    $
    (7.0
    )
    
    $
    1.8
    
    
    $
    (8.8
    )
    
    
    (488.9
    )%% of Total Sales
    
    
    (3.1
    )%
    
    
    0.7
    %
 Other includes the costs of executive, legal and finance departments which are shared by both segments of the Company.
  Page 17 of 27




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##### Table of Contents



Net Sales:
   Cost of Materials:
  Operating Expenses and Operating (Loss) Income:
    
    
    Warehouse, processing and delivery costs decreased by $2.0 million which is
primarily due to decreased payroll costs associated with workforce reductions and
suspension of the Company 401(k) contributions;
 
    
    Sales, general and administrative costs decreased by $5.0 million primarily due to
decreased payroll related costs of $4.5 million associated with workforce reductions,
suspension of Company 401(k) contributions and executive salary cuts of ten percent
and lower ERP implementation costs of $0.3 million; and
 
    
    Depreciation and amortization expense was $0.2 million lower primarily due to
certain intangible assets becoming fully amortized in 2009.
  Page 18 of 27




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##### Table of Contents



Other Income and Expense, Income Taxes and Net Income:
     Accounting Policies:
  Note 2
 Liquidity and Capital Resources
     Page 19 of 27




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##### Table of Contents



Weighted AverageOutstanding
    
    
    
    
    
    
    Interest Rate for the ThreeBorrowings as of
    
    
    Availability as of
    
    
    Months EndedDebt type
    
    March 31, 2010
    
    
    March 31, 2010
    
    
    March 31, 2010U.S. Revolver A
    
    $
    1.5
    
    
    $
    77.8
    
    
    
    2.15
    %U.S. Revolver B
    
    
    22.8
    
    
    
    27.2
    
    
    
    1.40
    %Canadian facility
    
    
    
    
    
    
    9.6
    
    
    
    0.25
    %Trade acceptances (a)
    
    
    8.2
    
    
    
    n/a
    
    
    
    1.20
    %
 (a)
    
    A trade acceptance is a form of debt instrument having a definite maturity and
obligation to pay and which has been accepted by an acknowledgement by the company upon
whom it is drawn.   Page 20 of 27




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##### Table of Contents



:
 2010
    
    $
    7.62011
    
    
    7.82012
    
    
    8.12013
    
    
    31.32014
    
    
    9.12015 and beyond
    
    
    9.6Total debt
    
    $
    73.5
  Covenant Description
    
    Requirement per Credit Agreement
    
    
    Actual at March 31, 
2010Funded debt-to-capital ratio
    
    less than 0.55
    
    
    0.18Working capital-to-debt ratio
    
    greater than 1.0
    
    
    3.65Minimum adjusted consolidated net worth
    

    $ 261.6
    
    
    $
    324.3
  
 Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4.
    
    Controls and Procedures
 (a)
    
    Evaluation of Disclosure Controls and Procedures
   Page 21 of 27




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##### Table of Contents



Internal Control  Integrated Framework,
 Changes in Internal Control over Financial Reporting
   Page 22 of 27




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##### Table of Contents



Part II. OTHER INFORMATION
 
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 6.
    
    Exhibits
 Exhibit No.
    
    Description10.20*
    
    
    Form of Restricted Stock Unit Award Agreement under
A.M. Castle & Co. 2008 Restricted Stock, Stock
Option and Equity Compensation Plan. Filed as
Exhibit 10.20 to Form 8-K filed March 24, 2010.
Commission File No. 1-5415.10.21*
    
    
    Form of 2010 Performance Share Award Agreement under
A.M. Castle & Co. 2008 Restricted Stock, Stock
Option and Equity Compensation Plan. Filed as
Exhibit 10.21 to Form 8-K filed March 24, 2010.
Commission File No. 1-5415.10.22*
    
    
    Form of Incentive Stock Option Award Agreement under
A.M. Castle & Co. 2008 Restricted Stock, Stock
Option and Equity Compensation Plan. Filed as
Exhibit 10.22 to Form 8-K filed March 24, 2010.
Commission File No. 1-5415.10.23*
    
    
    Form of Non-Qualified Stock Option Award Agreement
under A.M. Castle & Co. 2008 Restricted Stock, Stock
Option and Equity Compensation Plan. Filed as
Exhibit 10.23 to Form 8-K filed March 24, 2010.
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: April 28, 2010
    
    By:
    
    /s/ Patrick R. Anderson

Patrick R. AndersonVice President  Controller and ChiefAccounting Officer(Mr. Anderson has been authorized to signon behalf of the Registrant.)
  Page 23 of 27




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##### Table of Contents



Exhibit Index
  Exhibit No.
    
    Description
    
    Page10.20*
    
    
    Form of Restricted Stock Unit Award Agreement under
A.M. Castle & Co. 2008 Restricted Stock, Stock
Option and Equity Compensation Plan. Filed as
Exhibit 10.20 to Form 8-K filed March 24, 2010.
Commission File No. 1-5415.10.21*
    
    
    Form of 2010 Performance Share Award Agreement under
A.M. Castle & Co. 2008 Restricted Stock, Stock
Option and Equity Compensation Plan. Filed as
Exhibit 10.21 to Form 8-K filed March 24, 2010.
Commission File No. 1-5415.10.22*
    
    
    Form of Incentive Stock Option Award Agreement under
A.M. Castle & Co. 2008 Restricted Stock, Stock
Option and Equity Compensation Plan. Filed as
Exhibit 10.22 to Form 8-K filed March 24, 2010.
Commission File No. 1-5415.10.23*
    
    
    Form of Non-Qualified Stock Option Award Agreement
under A.M. Castle & Co. 2008 Restricted Stock, Stock
Option and Equity Compensation Plan. Filed as
Exhibit 10.23 to Form 8-K filed March 24, 2010.
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
   Page 24 of 27