##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended
December 31, 2010

    
    Commission File Number:
1-5415
 A. M. CASTLE & CO.
  Maryland
    
    36-0879160(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 3400 North Wolf Road, Franklin Park, Illinois
    
    60131(Address of principal executive offices)
    
    (Zip Code)
 (847) 455-7111
  Title of each class
    
    Name of each exchange on which registeredCommon Stock - $0.01 par value
    
    New York Stock Exchange
 None
 Yes o No þ
 Yes o No þ
 Yes
þ No o
 Yes
o No
o
 o
  Large Accelerated Filer o
    
    Accelerated Filer þ
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company o
 Yes o No þ
    Documents Incorporated by Reference
    
    Applicable Part of Form 10-KProxy Statement furnished to Stockholders in connection with registrants Annual Meeting of Stockholders to be held April 28, 2011.
    
    Part III




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TABLE OF CONTENTS  PART IITEM 1    BusinessITEM 1A    Risk FactorsITEM 1B    Unresolved Staff CommentsITEM 2    PropertiesITEM 3    Legal ProceedingsITEM 4   [Removed and reserved]PART IIITEM 5   Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesITEM 6    Selected Financial DataITEM 7    Managements Discussion and Analysis of Financial Condition and Results of OperationsITEM 7a  Quantitative and Qualitative Disclosures about Market RiskITEM 8  Financial Statements and Supplementary DataITEM 9    Changes In and Disagreements With Accountants on Accounting and Financial DisclosureITEM 9A   Controls & ProceduresItem 9B    Other InformationPART IIIITEM 10    Directors, Executive Officers and Corporate GovernanceITEM 11   Executive CompensationITEM 12   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersITEM 13    Certain Relationships and Related Transactions, and Director IndependenceITEM 14    Principal Accountant Fees and ServicesPART IVITEM 15    ExhibitsExhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1    Table of Contents  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 of this report. 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.
 INDUSTRY AND MARKET DATA
 In this report, we rely on and refer to information and statistics regarding the metal service
center industry and general manufacturing markets. We obtained this information and these
statistics from sources other than us, such as Purchasing magazine and the Institute of Supply
Management, which we have supplemented where necessary with information from publicly available
sources and our own internal estimates. We have used these sources and estimates and believe them
to be reliable.
 
 PART I
 
 ITEM 1
    
    Business
 In this annual report on Form 10-K, the Company, we or our refer to A. M. Castle & Co., a
Maryland corporation, and its subsidiaries included in the consolidated financial statements,
except as otherwise indicated or as the context otherwise requires.
 Business and Markets
 Company Overview
    2




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Industry and Markets
     Recent Expansions and Consolidations
   Procurement
   Employees
   3




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Business Segments
   2010
    
    
    2009
    
    
    2008Metals
    
    
    89
    %
    
    
    89
    %
    
    
    92
    %Plastics
    
    
    11
    %
    
    
    11
    %
    
    
    8
    %100
    %
    
    
    100
    %
    
    
    100
    %
 Metals Segment
    Plastics Segment
   Joint Venture
   4




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Access to SEC Filings
  
 ITEM 1A
    
    Risk Factors
  Our future operating results depend on the volatility of the prices of metals and plastics,
which could cause our results to be adversely affected.
  Disruptions or shortages in the supply of raw materials could adversely affect our operating
results and our ability to meet our customer demands.
   Increases in freight and energy prices would increase our operating costs and we may be unable
to pass these increases on to our customers in the form of higher prices, which may adversely
affect our operating results.
   5




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We service industries that are highly cyclical, and any downturn in our customers industries
could reduce our revenue and profitability.
  Our industry is highly competitive, which may force us to lower our prices and may have an
adverse effect on our operating results.
  Our operating results are subject to the seasonal nature of our customers businesses.
  We may not be able to retain or expand our customer base if the United States manufacturing
industry continues to relocate production operations internationally.
  General global economic, credit and capital market conditions have had and could continue to
have an adverse impact on our business, operating results and financial condition.
    6




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We are vulnerable to interest rate fluctuations on our indebtedness, which could hurt our
operating results.
  We operate in international markets, which expose us to a number of risks.
  We may not be able to realize the benefits we anticipate from our acquisitions.
  
    
    difficulties in integrating and managing personnel, financial reporting and other systems
used by the acquired businesses;
 
    
    the failure of the acquired businesses to perform in accordance with our expectations;
 
    
    failure to achieve anticipated synergies between our business units and the acquired
businesses;
 
    
    the loss of the acquired businesses customers; and
 
    
    cyclicality of business.
   Our business could be adversely affected by a disruption to our primary distribution hub.
  
    
    damage to or inoperability of our warehouse or related systems;
 
    
    a prolonged power or telecommunication failure;
 
    
    a natural disaster, environmental or public health issue; or
 
    
    an airplane crash or act of war or terrorism on-site or nearby as the facility is located
within seven miles of OHare International Airport (a major U.S. airport) and lies below
certain take-off and landing flight patterns.
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Damage to or a disruption in our information technology systems could impact our ability to
conduct business and/or report our financial performance.
   A portion of our workforce is represented by collective bargaining units, which may lead to
work stoppages.
  Market volatility could result in future asset impairments, which could have an adverse effect
on our operating results.
   8




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We could incur substantial costs in order to comply with, or to address any violations under,
environmental and employee health and safety laws, which could adversely affect our operating
results.
  We may face risks associated with current or future litigation and claims.
  Increased regulation associated with climate change and greenhouse gas emissions could impose significant costs on the operations of our customers and suppliers, which could have a material
adverse impact on our results of operations, financial condition and cash flows.
  Ownership of our stock is concentrated, which may limit stockholders ability to influence
corporate matters.
   9




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We have various mechanisms in place that may prevent a change in control that stockholders may
otherwise consider favorable.
   
 ITEM 1B
    
    Unresolved Staff Comments
   10




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ITEM 2
    
    Properties
  ApproximateFloor Area inLocations
    
    Square FeetMetals SegmentNorth AmericaArlington, Texas
    
    
    74,880
    (2)Bedford Heights, Ohio
    
    
    374,400
    (1)Birmingham, Alabama
    
    
    76,000
    (1)Blaine, Minnesota
    
    
    65,200
    (1)Charlotte, North Carolina
    
    
    116,500
    (1)Edmonton, Alberta
    
    
    50,553Fairfield, Ohio
    
    
    138,000
    (2)Fairless Hills, Pennsylvania
    
    
    71,600
    (1)Franklin Park, Illinois
    
    
    522,600
    (1)Gardena, California
    
    
    117,000Grand Prairie, Texas
    
    
    78,000
    (1)Hammond, Indiana (H-A Industries)
    
    
    243,000Houston, Texas
    
    
    109,100
    (1)Kansas City, Missouri
    
    
    118,000Kennesaw, Georgia
    
    
    87,500Kent, Washington
    
    
    53,000Lafayette, Louisiana
    
    
    5,000
    (1)Mississauga, Ontario
    
    
    60,000Orange, Connecticut
    
    
    57,389Paramount, California
    
    
    155,500Point Claire, Quebec
    
    
    38,760Santa Cantarina, Nuevo Leon, Mexico
    
    
    55,000Saskatoon, Saskatchewan
    
    
    15,000Selkirk, Manitoba
    
    
    50,000
    (1)Stockton, California
    
    
    60,000Twinsburg, Ohio
    
    
    120,000Wichita, Kansas
    
    
    148,800Worcester, Massachusetts
    
    
    53,500
    (1)Europe (3)Blackburn, England
    
    
    62,139Letchworth, England
    
    
    40,000Montoir de Bretagne, France
    
    
    38,944AsiaShanghai, China
    
    
    45,700Sales OfficesBilbao, Spain
    
    (Intentionally left blank)Fairfield, OhioMilwaukee, WisconsinPhoenix, ArizonaSingaporeTulsa, OklahomaTotal Metals Segment
    
    
    3,301,065
  11




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ApproximateFloor Area inLocations
    
    Square FeetPlastics SegmentBaltimore, Maryland
    
    
    24,000Cleveland, Ohio
    
    
    8,600Cranston, Rhode Island
    
    
    14,990Detroit, Michigan
    
    
    22,000Elk Grove Village, Illinois
    
    
    22,500Fort Wayne, Indiana
    
    
    17,600Grand Rapids, Michigan
    
    
    42,500
    (1)Harrisburg, Pennsylvania
    
    
    13,900Indianapolis, Indiana
    
    
    13,500Kalamazoo, Michigan
    
    
    81,000Knoxville, Tennessee
    
    
    16,530Maple Shade, New Jersey
    
    
    12,480Mt. Vernon, New York
    
    
    30,000New Philadelphia, Ohio
    
    
    15,700Pittsburgh, Pennsylvania
    
    
    12,800Rockford, Michigan
    
    
    53,600Tampa, Florida
    
    
    17,700Worcester, Massachusetts
    
    
    2,500Total Plastics Segment
    
    
    421,900GRAND TOTAL
    
    
    3,722,965
 (1)
    
    Represents owned facility.(2)
    
    During the fourth quarter of 2010, the Company consolidated these facilities into
existing locations. Therefore, these locations were vacant at December 31, 2010.(3)
    
    Upon the termination of the lease for one of the Companys facilities in England
during the fourth quarter of 2010, such facility was consolidated into an existing
location.
  12




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ITEM 3
    
    Legal Proceedings
  
 ITEM 4
    
     [Removed and reserved]
 Executive Officers of The Registrant
  Name and Title
    
    Age
    
    
    Business ExperienceMichael H. Goldberg
President and Chief Executive
Officer
    
    57
    
    
    Mr. Goldberg was elected
President and Chief
Executive Officer in 2006.
Prior to joining the
registrant, he was
Executive Vice President
of Integris Metals (an
aluminum and stainless
steel metal service
center) from 2001 to 2005.
From 1998 to 2001, Mr.
Goldberg was Executive
Vice President of North
American Metals
Distribution Group, a
division of Rio Algom LTD.Stephen V. Hooks
Executive Vice President and
President, Castle Metals
    
    59
    
    
    Mr. Hooks began his
employment with the
registrant in 1972. He
was elected to the
position of Vice President
 Midwest Region in 1993,
Vice President -
Merchandising in 1998,
Senior Vice
PresidentSales &
Merchandising in 2002 and
Executive Vice President
of the registrant and
Chief Operating Officer of
Castle Metals in 2004. In
2005, Mr. Hooks was
appointed President of
Castle Metals.Scott F. Stephens
Vice President,
Chief Financial Officer and
Treasurer
    
    41
    
    
    Mr. Stephens began his
employment with the
registrant in 2008 and was
elected to the position of
Vice President, Chief
Financial Officer, and
Treasurer. Formerly, he
served as the CFO of
Lawson Products, Inc. (a
distributor of services,
systems and products to
the MRO and OEM
marketplace) since 2004,
and CFO of The Wormser
Company from 2001 to 2004.Patrick R. Anderson
Vice President, Corporate
Controller and
Chief Accounting Officer
    
    39
    
    
    Mr. Anderson began his
employment with the
registrant in 2007 and was
appointed to the position
of Vice President,
Corporate Controller and
Chief Accounting Officer.
Prior to joining the
registrant, he was
employed as a Senior
Manager with Deloitte &
Touche LLP (a global
accounting firm) where he
was employed from 1994 to
2007.Albert J. Biemer
Vice President,
Corporate Supply Chain
    
    49
    
    
    Mr. Biemer began his
employment with the
registrant in 2001 and was
appointed to the position
of Vice President 
Supply Chain. He was
appointed Vice President,
ERP Business Executive in
2007 and in 2010 was
appointed as Vice
President  Corporate
Supply Chain. Prior to
joining the registrant, he
was employed as Vice
President  Logistics for
CSC, Ltd (a producer of
carbon and alloy bar)
since 2000.Kevin B. Coughlin 
Vice President,
Operations
    
    60
    
    
    Mr. Coughlin began his
employment with the
registrant in 2005 and was
appointed to the position
of Vice
President-Operations.
Prior to joining the
registrant he was Director
of Commercial Vehicle
Electronics and Automotive
Starter Motor Groups for
Robert Bosch-North America
from 2001 to 2004 and Vice
President of Logistics and
Services for the
Skill-Bosch Power Tool
Company from 1997 to 2000.
  13




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Name and Title
    
    Age
    
    
    Business ExperienceKevin P. Fitzpatrick
Vice President,
Human Resources
    
    46
    
    
    Mr. Fitzpatrick began his
employment with the
registrant in 2009 and was
elected to the position of
Vice President-Human
Resources. Prior to
joining the registrant he
was Vice President-North
American Human Resources
and Administration for
UPM-Kymmene Corporation (a
forest industry company)
since 2001.Thomas L. Garrett 
Vice President and
President, Total Plastics, Inc.
    
    48
    
    
    Mr. Garrett began his
employment with Total
Plastics, Inc., a wholly
owned subsidiary of the
registrant, in 1988 and
was appointed to the
position of Controller.
In 1996, he was elected to
the position of Vice
President and in 2001 was
appointed to the position
of Vice President of the
registrant and President
of Total Plastics, Inc.Kevin H. Glynn 
Vice President
and Chief Information Officer
    
    47
    
    
    Mr. Glynn began his
employment with the
registrant in October 2010
as the Interim Chief
Information Officer. In
January 2011 he was
appointed Vice President
and Chief Information
Officer. Prior to joining
the registrant, he was
employed as a Managing
Principal at Laminar Group
LLC (a management
consulting company) from
2009 to 2010, Chief
Operating Officer at IRON
Solutions, Inc. (an
information technology
company specializing in
data, software and media
services for the
agriculture equipment
market) from 2008 to 2009
and as Senior Vice
President and Chief
Information Officer at CNH
America, LLC (a
manufacturer of
agricultural and
construction equipment)
from 2006 to 2007.G. Nicholas Jones 
Vice President and
President, Castle Metals
Oil & Gas
    
    43
    
    
    Mr. Jones began his
employment with the
registrant in December
2010 and was appointed to
the position of Vice
President, President
Castle Metals Oil & Gas.
Prior to beginning
employment with the
registrant, he was Vice
President and GM 
Eastern Hemisphere for
Energy Alloys LLC (a
global supplier of
oilfield metals, services
and solutions) since 2004.Robert J. Perna
Vice President,
General Counsel and Secretary
    
    47
    
    
    Mr. Perna began his
employment with the
registrant in 2008 and was
elected to the position of
Vice President-General
Counsel and Secretary.
Prior to joining the
registrant he was General
Counsel, North America,
CNH America, LLC (a
manufacturer of
agricultural and
construction equipment)
since 2007, and he also
served as Associate
General Counsel and
Corporate Secretary for
Navistar International
Corporation (a
manufacturer of commercial
trucks and diesel engines)
since 2001.Blain A. Tiffany
Vice President and
President, Castle Metals
Aerospace
    
    52
    
    
    Mr. Tiffany began his
employment with the
registrant in 2000 and was
appointed to the position
of District Manager. He
was appointed Eastern
Region Manager in 2003,
Vice President  Regional
Manager in 2005 and in
2006 was appointed to the
position of Vice President
 Sales. In 2007 Mr.
Tiffany was appointed to
the position of Vice
President of the
registrant and President
of Castle Metals Plate.
In 2009 Mr. Tiffany was
elected to the Position of
Vice President of the
registrant and President
of Castle Metals
Aerospace.
  14




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PART II
 
 ITEM 5
    
    Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
      2010
    
    
    2009Low
    
    
    High
    
    
    Low
    
    
    HighFirst Quarter
    
    $
    9.55
    
    
    $
    14.19
    
    
    $
    5.29
    
    
    $
    13.09Second Quarter
    
    $
    12.17
    
    
    $
    19.29
    
    
    $
    8.25
    
    
    $
    12.87Third Quarter
    
    $
    12.66
    
    
    $
    16.09
    
    
    $
    9.45
    
    
    $
    13.48Fourth Quarter
    
    $
    13.11
    
    
    $
    19.20
    
    
    $
    8.74
    
    
    $
    14.41
  15




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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
 
 *
    
    $100 invested on 12/31/05 in stock or index, including reinvestment of dividends.Fiscal year ending December 31.Copyright© 2011 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.
 12/05
    
    
    12/06
    
    
    12/07
    
    
    12/08
    
    
    12/09
    
    
    12/10A. M. Castle & Co.
    
    $
    100.00
    
    
    $
    117.43
    
    
    $
    126.51
    
    
    $
    51.01
    
    
    $
    64.90
    
    
    $
    87.28S&P 500
    
    
    100.00
    
    
    
    115.80
    
    
    
    122.16
    
    
    
    76.96
    
    
    
    97.33
    
    
    
    111.99Old Peer Group Index (a)
    
    
    100.00
    
    
    
    125.21
    
    
    
    173.86
    
    
    
    68.53
    
    
    
    145.09
    
    
    
    168.58Current Peer Group Index (b)
    
    
    100.00
    
    
    
    145.48
    
    
    
    188.57
    
    
    
    97.05
    
    
    
    131.63
    
    
    
    160.08
 (a)
    
    The Old Peer Group Index consists of Olympic Steel, Inc. and Reliance Steel & Aluminum
Co.(b)
    
    The Current Peer Group Index consists of the following companies: AEP Industries Inc.; AK
Steel Holding Corp.; Allegheny Technologies Inc.; Amcol International Corp.; Applied Industrial
Technologies Inc.; Carpenter Technology Corp.; Cliffs Natural Resources Inc.; Commercial Metals
Company; Fastenal Company; Gibraltar Industries Inc.; Haynes International Inc.; Kaman Corp.;
Lawson Products Inc.; MSC Industrial Direct Company Inc.; Nucor Corp.; Olin Corp.; Olympic
Steel, Inc.; Quanex Building Products Corp.; Reliance Steel & Aluminum Co.; RTI International
Metals Inc.; Schnitzer Steel Industries Inc.; Steel Dynamics Inc.; Stillwater Mining Company;
Texas Industries Inc.; United States Steel Corp.; and Worthington Industries Inc.
  16




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ITEM 6
    
    Selected Financial Data
  (dollars in millions, except per share data)
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006For the year ended December 31:Net sales
    
    $
    943.7
    
    
    $
    812.6
    
    
    $
    1,501.0
    
    
    $
    1,420.4
    
    
    $
    1,177.6Net (loss) income from continuing operations
    
    
    (5.6
    )
    
    
    (26.9
    )
    
    
    (17.1
    )
    
    
    51.8
    
    
    
    55.1Basic (loss) earnings per common share from
continuing operations
    
    
    (0.25
    )
    
    
    (1.18
    )
    
    
    (0.76
    )
    
    
    2.49
    
    
    
    2.95Diluted (loss) earnings per common share from
continuing operations
    
    
    (0.25
    )
    
    
    (1.18
    )
    
    
    (0.76
    )
    
    
    2.41
    
    
    
    2.89Cash dividends declared per common share
    
    
    
    
    
    
    0.06
    
    
    
    0.24
    
    
    
    0.24
    
    
    
    0.24As of December 31:Total assets
    
    
    529.4
    
    
    
    558.0
    
    
    
    679.0
    
    
    
    677.0
    
    
    
    655.1Long-term debt, less current portion
    
    
    61.1
    
    
    
    67.7
    
    
    
    75.0
    
    
    
    60.7
    
    
    
    90.1Total debt
    
    
    69.1
    
    
    
    89.2
    
    
    
    117.1
    
    
    
    86.5
    
    
    
    226.1Total stockholders equity
    
    
    313.5
    
    
    
    318.2
    
    
    
    347.3
    
    
    
    385.1
    
    
    
    215.9
  17




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ITEM 7
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Amounts in millions except per share data
 Information regarding the business and markets of A.M. Castle & Co. and its subsidiaries
(the Company), including its reportable segments, is included in Item 1 Business of this
annual report on Form 10-K .
 The following discussion should be read in conjunction with Item 6 Selected Financial Data
and the Companys consolidated financial statements and related notes thereto in Item 8
Financial Statements and Supplementary Data.
 EXECUTIVE OVERVIEW
   
    
    Demand for the Companys products increased in light of improvements in the overall
economy resulting in a 16.1% increase in sales over 2009.
    
    Successful management of working capital principally through reducing inventory and debt
levels by approximately $40.0 million and $20.0 million, respectively, from 2009 to 2010.
    
    Reduction in average Days Sales in Inventories (DSI) of approximately 46 days from
2009 to 2010.
    
    Consolidation of 3 of the Companys facilities into existing locations in order to
effectively manage operations, reduce operating costs and better serve customers.
 Recent Market and Pricing Trends
    
    
    Changes in volume typically result in corresponding changes to the Companys variable
costs. However, as pricing changes occur, variable expenses are not directly impacted.
 
    
    If surcharges are not passed through to the customer or are passed through without a
mark-up, the Companys profitability will be adversely impacted.
  18




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Current Business Outlook
  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
    
    
    
    58.8
    
    
    
    55.4
    
    
    
    56.8
  RESULTS OF OPERATIONS: YEAR-TO-YEAR COMPARISONS AND COMMENTARY
  Net Sales 
 Cost of Materials
 Operating Costs and Expenses
 
    
    Warehouse, processing and delivery expenses, including occupancy costs, compensation and
employee benefits for warehouse personnel, processing, shipping and handling costs;
 
    
    Sales expenses, including compensation and employee benefits for sales personnel;
 
    
    General and administrative expenses, including compensation for executive officers and
general management, expenses for professional services primarily related to accounting and
legal advisory services, bad debt expense, data communication, computer hardware and
maintenance and foreign currency gain or loss; and
 
    
    Depreciation and amortization expenses, including depreciation for all owned property
and equipment, and amortization of various intangible assets.
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2010 Results Compared to 2009
  Operating Results by Segment
 Year Ended December 31,
    
    
    Fav / (Unfav)2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeNet SalesMetals
    
    $
    841.1
    
    
    $
    726.2
    
    
    $
    114.9
    
    
    
    15.8
    %Plastics
    
    
    102.6
    
    
    
    86.4
    
    
    
    16.2
    
    
    
    18.8
    %Total Net Sales
    
    $
    943.7
    
    
    $
    812.6
    
    
    $
    131.1
    
    
    
    16.1
    %Cost of MaterialsMetals
    
    $
    631.1
    
    
    $
    551.9
    
    
    $
    (79.2
    )
    
    
    (14.4
    )%% of Metals Sales
    
    
    75.0
    %
    
    
    76.0
    %Plastics
    
    
    69.8
    
    
    
    59.4
    
    
    
    (10.4
    )
    
    
    (17.5
    )%% of Plastics Sales
    
    
    68.0
    %
    
    
    68.8
    %Total Cost of Materials
    
    $
    700.9
    
    
    $
    611.3
    
    
    $
    (89.6
    )
    
    
    (14.7
    )%% of Total Sales
    
    
    74.3
    %
    
    
    75.2
    %Operating Costs and ExpensesMetals
    
    $
    215.5
    
    
    $
    206.4
    
    
    $
    (9.1
    )
    
    
    (4.4
    )%Plastics
    
    
    29.3
    
    
    
    26.7
    
    
    
    (2.6
    )
    
    
    (9.7
    )%Other
    
    
    7.4
    
    
    
    5.3
    
    
    
    (2.1
    )
    
    
    (39.6
    )%Total Operating Costs & Expenses
    
    $
    252.2
    
    
    $
    238.4
    
    
    $
    (13.8
    )
    
    
    (5.8
    )%% of Total Sales
    
    
    26.7
    %
    
    
    29.3
    %Operating (Loss) IncomeMetals
    
    $
    (5.5
    )
    
    $
    (32.1
    )
    
    $
    26.6
    
    
    
    82.9
    %% of Metals Sales
    
    
    (0.7
    )%
    
    
    (4.4
    )%Plastics
    
    
    3.6
    
    
    
    0.3
    
    
    
    3.3
    
    
    
    1100
    %% of Plastics Sales
    
    
    3.5
    %
    
    
    0.3
    %Other
    
    
    (7.4
    )
    
    
    (5.3
    )
    
    
    (2.1
    )
    
    
    (39.6
    )%Total Operating (Loss)
    
    $
    (9.3
    )
    
    $
    (37.1
    )
    
    $
    27.8
    
    
    
    74.9
    %% of Total Sales
    
    
    (1.0
    )%
    
    
    (4.6
    )%
 Other includes costs of executive, legal and finance departments which are shared by both segments of the Company.
 Net Sales:
    20




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##### Table of Contents



Cost of Materials:
    Operating Expenses and Operating (Loss) Income:
    
    
    Warehouse, processing and delivery costs increased by $13.7 million of which $2.1
million is the result of higher payroll related expenses and facility consolidation charges
contributed a $2.4 million increase. The balance of the cost increase is attributed to
higher sales volumes as average tons sold per day increased 14.8% compared to the prior
year;
 
    
    Sales, general and administrative costs increased by $2.1 million. The increase is
primarily comprised of $3.7 million of higher payroll related expenses, offset by a
decrease of $1.6 million associated with improved customer credit experience in 2010
compared to the prior year; and
 
    
    Depreciation and amortization and goodwill impairment charges decreased $0.6 million and
$1.4 million, respectively.
  Other Income and Expense, Income Taxes and Net Income:
    21




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##### Table of Contents



2009 Results Compared to 2008
  Operating Results by Segment
 Year Ended December 31,
    
    
    Fav / (Unfav)2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeNet SalesMetals
    
    $
    726.2
    
    
    $
    1,384.8
    
    
    $
    (658.6
    )
    
    
    (47.6
    )%Plastics
    
    
    86.4
    
    
    
    116.2
    
    
    
    (29.8
    )
    
    
    (25.6
    )%Total Net Sales
    
    $
    812.6
    
    
    $
    1,501.0
    
    
    $
    (688.4
    )
    
    
    (45.9
    )%Cost of MaterialsMetals
    
    $
    551.9
    
    
    $
    1,044.4
    
    
    $
    492.5
    
    
    
    47.2
    %% of Metals Sales
    
    
    76.0%
    
    
    
    75.4%Plastics
    
    
    59.4
    
    
    
    79.6
    
    
    
    20.2
    
    
    
    25.4
    %% of Plastics Sales
    
    
    68.8%
    
    
    
    68.5%Total Cost of Materials
    
    $
    611.3
    
    
    $
    1,124.0
    
    
    $
    512.7
    
    
    
    45.6
    %% of Total Sales
    
    
    75.2%
    
    
    
    74.9%Operating Costs and ExpensesMetals
    
    $
    206.4
    
    
    $
    328.9
    
    
    $
    122.5
    
    
    
    37.2
    %Plastics
    
    
    26.7
    
    
    
    33.4
    
    
    
    6.7
    
    
    
    20.1
    %Other
    
    
    5.3
    
    
    
    10.6
    
    
    
    5.3
    
    
    
    50.0
    %Total Operating Costs & Expenses
    
    $
    238.4
    
    
    $
    372.9
    
    
    $
    134.5
    
    
    
    36.1
    %% of Total Sales
    
    
    29.3%
    
    
    
    24.8%Operating (Loss) IncomeMetals
    
    $
    (32.1
    )
    
    $
    11.5
    
    
    $
    (43.6
    )
    
    
    (379.1
    )%% of Metals Sales
    
    
    (4.4%
    )
    
    
    0.8%Plastics
    
    
    0.3
    
    
    
    3.2
    
    
    
    (2.9
    )
    
    
    (90.6
    )%% of Plastics Sales
    
    
    0.3%
    
    
    
    2.8%Other
    
    
    (5.3
    )
    
    
    (10.6
    )
    
    
    5.3
    
    
    
    50.0
    %Total Operating (Loss) Income
    
    $
    (37.1
    )
    
    $
    4.1
    
    
    $
    (41.2
    )
    
    
    (1,004.9
    )%% of Total Sales
    
    
    (4.6%
    )
    
    
    0.3%
 Other includes costs of executive, legal and finance departments which are shared by both segments of the Company.
 Net Sales:
   22




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##### Table of Contents



Cost of Materials:
    Operating Expenses and Operating (Loss) Income:
    
    
    Warehouse, processing and delivery costs decreased by $44.6 million of which $24.4
million is the result of lower sales volume and $20.2 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 by $30.4 million primarily due to
lower ERP
implementation costs of $5.9 million and decreased payroll related costs of $15.2 million
associated with workforce reductions and reduced workweeks, reduced incentive compensation
and suspension of Company 401(k) contributions; and
 
    
    Depreciation and amortization expense was $2.0 million lower due to a decrease in
capital expenditures across the Company and certain intangible assets of Metals U.K. and
Transtar becoming fully amortized in 2008 and the third quarter of 2009, respectively.
  23




---



##### Table of Contents



Other Income and Expense, Income Taxes and Net Income:
     Liquidity and Capital Resources
         24




---



##### Table of Contents



Weighted AverageOutstanding
    
    
    
    
    
    
    Interest Rate for theBorrowings as of
    
    
    Availability as of
    
    
    Year EndedDebt type
    
    December 31, 2010
    
    
    December 31, 2010
    
    
    December 31, 2010U.S. Revolver A
    
    $
    
    
    
    $
    72.7
    
    
    
    2.78
    %U.S. Revolver B
    
    
    25.7
    
    
    
    24.3
    
    
    
    1.55
    %Canadian facility
    
    
    
    
    
    
    9.8
    
    
    
    0.21
    %
    Requirement per
    
    
    Actual atCovenant Description
    
    Credit Agreement
    
    
    December 31, 2010Funded debt-to-capital ratio
    
    less than 0.55
    
    
    
    0.15Working capital-to-debt ratio
    
    greater than 1.0
    
    
    
    4.26Minimum adjusted consolidated net worth
    
    $
    261.6
    
    
    $
    325.5
  Capital Expenditures
  Contractual Obligations and Other Commitments
   25




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##### Table of Contents



Less
    
    
    One to
    
    
    
    
    
    
    MoreThan One
    
    
    Three
    
    
    Three to
    
    
    Than FivePayments Due In
    
    Total
    
    
    Year
    
    
    Years
    
    
    Five Years
    
    
    YearsLong-term debt obligations (excluding
capital lease obligations)
    
    $
    68.5
    
    
    $
    7.6
    
    
    $
    42.3
    
    
    $
    18.6
    
    
    $
    Interest payments on debt obligations (a)
    
    
    11.2
    
    
    
    3.6
    
    
    
    5.7
    
    
    
    1.9
    
    
    
    Capital lease obligations
    
    
    0.6
    
    
    
    0.4
    
    
    
    0.2
    
    
    
    
    
    
    
    Operating lease obligations
    
    
    71.1
    
    
    
    11.9
    
    
    
    20.7
    
    
    
    18.1
    
    
    
    20.4Purchase obligations (b)
    
    
    329.6
    
    
    
    302.2
    
    
    
    27.4
    
    
    
    
    
    
    
    Other (c)
    
    
    4.9
    
    
    
    4.1
    
    
    
    0.8
    
    
    
    
    
    
    
    Total
    
    $
    485.9
    
    
    $
    329.8
    
    
    $
    97.1
    
    
    $
    38.6
    
    
    $
    20.4
 a)
    
    Interest payments on debt obligations represent interest on all Company debt outstanding as of
December 31, 2010. The interest payment amounts related to the variable rate component of the
Companys debt assume that interest will be paid at the rates prevailing at December 31, 2010.
Future interest rates may change, and therefore, actual interest payments could differ from those
disclosed in the table above.b)
    
    Purchase obligations consist of raw material purchases made in the normal course of business.
The Company has contracts to purchase minimum quantities of material with certain suppliers. For
each contractual purchase obligation, the Company generally has a purchase agreement from its
customer for the same amount of material over the same time period.c)
    
    Other is comprised of i) deferred revenues that represent commitments to deliver products, ii)
obligations related to recognizing and measuring tax positions taken or expected to be taken in a
tax return that directly or indirectly affect amounts reported in financial statements and iii)
contingent purchase price payable related to Metals U.K. acquisition which was paid in January 2011
based on the achievement of performance targets related to the three year period ended December 31,
2010. The uncertain tax positions included in the Companys obligations are related to temporary
differences and uncertain tax positions where the Company anticipates a high probability of
settlement within a given timeframe. The years for which the temporary differences related to the
uncertain tax positions will reverse have been estimated in scheduling the obligations within the
table.
  Pension Funding
  Retirement Plans Critical
Accounting Policies Note 5
  26




---



##### Table of Contents



Off-Balance Sheet Arrangements
    Critical Accounting Policies
  Revenue Recognition and Accounts Receivable
   Inventories
   27




---



##### Table of Contents



Income Taxes
    Retirement Plans
   28




---



##### Table of Contents



Goodwill and Other Intangible Assets Impairment st
     29




---



##### Table of Contents



Note 8
 Long-Lived Assets 
 Share-Based Compensation 
   30




---



##### Table of Contents



2010Expected volatility
    
    
    58.5
    %Risk-free interest rate
    
    
    2.3
    %Expected life (in years)
    
    
    5.5Expected dividend yield
    
    
    1.2
    %
   2010Expected volatility
    
    
    61.6
    %Risk-free interest rate
    
    
    1.45
    %Expected life (in years)
    
    
    2.8Expected dividend yield
    
    
    
     Fair Value of Financial Instruments
 Level 1
 Level 2
  31




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##### Table of Contents



Level 3
  Recent Accounting Pronouncements
  Note 1
 
 ITEM 7a
    
    Quantitative and Qualitative Disclosures about Market Risk
      32




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##### Table of Contents



ITEM 8  Financial Statements and Supplementary Data
 Amounts in thousands, except par value and per share data
 
 Consolidated Statements of Operations
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Net sales
    
    $
    943,706
    
    
    $
    812,638
    
    
    $
    1,501,036Costs and expenses:Cost of materials (exclusive of depreciation and amortization)
    
    
    700,854
    
    
    
    611,352
    
    
    
    1,123,977Warehouse, processing and delivery expense
    
    
    123,318
    
    
    
    109,627
    
    
    
    154,189Sales, general and administrative expense
    
    
    108,223
    
    
    
    106,140
    
    
    
    136,551Depreciation and amortization expense
    
    
    20,649
    
    
    
    21,291
    
    
    
    23,327Impairment of goodwill
    
    
    
    
    
    
    1,357
    
    
    
    58,860Operating (loss) income
    
    
    (9,338
    )
    
    
    (37,129
    )
    
    
    4,132Interest expense, net
    
    
    (4,988
    )
    
    
    (6,440
    )
    
    
    (9,373
    )Loss before income taxes and equity in earnings of joint venture
    
    
    (14,326
    )
    
    
    (43,569
    )
    
    
    (5,241
    )Income taxes
    
    
    3,101
    
    
    
    16,264
    
    
    
    (20,690
    )Loss before equity in earnings of joint venture
    
    
    (11,225
    )
    
    
    (27,305
    )
    
    
    (25,931
    )Equity in earnings of joint venture
    
    
    5,585
    
    
    
    402
    
    
    
    8,849Net loss
    
    
    (5,640
    )
    
    
    (26,903
    )
    
    
    (17,082
    )Basic loss per share
    
    $
    (0.25
    )
    
    $
    (1.18
    )
    
    $
    (0.76
    )Diluted loss per share
    
    $
    (0.25
    )
    
    $
    (1.18
    )
    
    $
    (0.76
    )Dividends per common share
    
    $
    
    
    
    $
    0.06
    
    
    $
    0.24
 The accompanying notes to consolidated financial statements are an integral part of these statements.
  33




---



##### Table of Contents



Consolidated Balance Sheets
 December 31,2010
    
    
    2009AssetsCurrent assetsCash and cash equivalents
    
    $
    36,716
    
    
    $
    28,311Accounts receivable, less allowances of $3,848 and $4,195
    
    
    128,365
    
    
    
    105,832Inventories, principally on last-in first-out basis (replacement cost
higher by $122,340 and $116,816)
    
    
    130,917
    
    
    
    170,960Other current assets
    
    
    6,832
    
    
    
    5,241Income tax receivable
    
    
    8,192
    
    
    
    18,970Total current assets
    
    
    311,022
    
    
    
    329,314Investment in joint venture
    
    
    27,879
    
    
    
    23,468Goodwill
    
    
    50,110
    
    
    
    50,072Intangible assets
    
    
    41,427
    
    
    
    48,575Prepaid pension cost
    
    
    18,580
    
    
    
    19,913Other assets
    
    
    3,619
    
    
    
    3,906Property, plant and equipment, at costLand
    
    
    5,195
    
    
    
    5,192Building
    
    
    52,277
    
    
    
    51,945Machinery and equipment
    
    
    182,178
    
    
    
    178,545239,650
    
    
    
    235,682Less  accumulated depreciation
    
    
    (162,935
    )
    
    
    (152,929
    )76,715
    
    
    
    82,753Total assets
    
    $
    529,352
    
    
    $
    558,001Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    71,764
    
    
    $
    71,295Accrued payroll and employee benefits
    
    
    16,984
    
    
    
    11,117Accrued liabilities
    
    
    14,336
    
    
    
    11,302Income taxes payable
    
    
    2,357
    
    
    
    1,848Deferred income taxes
    
    
    2,461
    
    
    
    9,706Current portion of long-term debt
    
    
    8,012
    
    
    
    7,778Short-term debt
    
    
    
    
    
    
    13,720Total current liabilities
    
    
    115,914
    
    
    
    126,766Long-term debt, less current portion
    
    
    61,127
    
    
    
    67,686Deferred income taxes
    
    
    26,754
    
    
    
    32,032Other non-current liabilities
    
    
    3,390
    
    
    
    5,281Pension and post retirement benefit obligations
    
    
    8,708
    
    
    
    8,028Commitments and contingenciesStockholders equityPreferred stock, $0.01 par value - 10,000 shares authorized; no shares
issued and outstanding at December 31, 2010 and December 31, 2009
    
    
    
    
    
    
    Common stock, $0.01 par value - 30,000 shares authorized;
23,149 shares issued and 22,986 outstanding at December 31, 2010
and 23,115 shares issued and 22,906 outstanding at December 31, 2009
    
    
    231
    
    
    
    230Additional paid-in capital
    
    
    180,519
    
    
    
    178,129Retained earnings
    
    
    150,747
    
    
    
    156,387Accumulated other comprehensive loss
    
    
    (15,812
    )
    
    
    (13,528
    )Treasury stock, at cost - 163 shares in 2010 and 209 shares in 2009
    
    
    (2,226
    )
    
    
    (3,010
    )Total stockholders equity
    
    
    313,459
    
    
    
    318,208Total liabilities and stockholders equity
    
    $
    529,352
    
    
    $
    558,001
 The accompanying notes to consolidated financial statements are an integral part of these statements.
  34




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##### Table of Contents



Consolidated Statements of Cash Flows
 Years Ended December 31,2010
    
    
    2009
    
    
    2008Operating activities:Net loss
    
    $
    (5,640
    )
    
    $
    (26,903
    )
    
    $
    (17,082
    )Adjustments to reconcile net loss to net cash from
operating activities:Depreciation and amortization
    
    
    20,649
    
    
    
    21,291
    
    
    
    23,327Amortization of deferred gain
    
    
    (890
    )
    
    
    (907
    )
    
    
    (1,128
    )Loss on sale of fixed assets
    
    
    391
    
    
    
    2
    
    
    
    363Impairment of goodwill
    
    
    
    
    
    
    1,357
    
    
    
    58,860Equity in earnings of joint venture
    
    
    (5,585
    )
    
    
    (402
    )
    
    
    (8,849
    )Dividends from joint venture
    
    
    1,260
    
    
    
    485
    
    
    
    2,955Deferred tax (benefit) provision
    
    
    (11,386
    )
    
    
    11,208
    
    
    
    (13,578
    )Share-based compensation expense
    
    
    2,411
    
    
    
    1,370
    
    
    
    454Pension curtailment
    
    
    
    
    
    
    
    
    
    
    (472
    )Excess tax (benefits) deficiencies from share-based
payment arrangements
    
    
    (219
    )
    
    
    132
    
    
    
    (2,881
    )Increase from changes, net of acquisitions, in:Accounts receivable
    
    
    (22,521
    )
    
    
    56,957
    
    
    
    (7,736
    )Inventories
    
    
    39,686
    
    
    
    73,994
    
    
    
    (32,418
    )Other current assets
    
    
    (1,718
    )
    
    
    582
    
    
    
    4,182Other assets
    
    
    1,084
    
    
    
    (1,543
    )
    
    
    3,364Prepaid pension costs
    
    
    (1,530
    )
    
    
    (913
    )
    
    
    (92
    )Accounts payable
    
    
    (1,866
    )
    
    
    (53,232
    )
    
    
    13,844Accrued payroll and employee benefits
    
    
    5,827
    
    
    
    968
    
    
    
    1,889Income taxes payable
    
    
    11,536
    
    
    
    (22,882
    )
    
    
    6,985Accrued liabilities
    
    
    1,586
    
    
    
    (7,561
    )
    
    
    (7,900
    )Postretirement benefit obligations and other liabilities
    
    
    1,287
    
    
    
    (873
    )
    
    
    (2,340
    )Net cash from operating activities
    
    
    34,362
    
    
    
    53,130
    
    
    
    21,747Investing activities:Investments and acquisitions, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (26,857
    )Capital expenditures
    
    
    (7,572
    )
    
    
    (8,749
    )
    
    
    (26,302
    )Proceeds from sale of fixed assets
    
    
    4
    
    
    
    19
    
    
    
    358Insurance proceeds
    
    
    125
    
    
    
    1,093
    
    
    
    Proceeds from sale of subsidiary
    
    
    
    
    
    
    
    
    
    
    645Net cash used in investing activities
    
    
    (7,443
    )
    
    
    (7,637
    )
    
    
    (52,156
    )Financing activities:Short-term (repayments) borrowings, net
    
    
    (13,720
    )
    
    
    (17,496
    )
    
    
    12,636Net (repayments) borrowings on long-term revolving lines
of credit
    
    
    2,324
    
    
    
    (2,240
    )
    
    
    29,496Repayments of long-term debt
    
    
    (7,754
    )
    
    
    (10,715
    )
    
    
    (6,967
    )Payment of debt issuance fees
    
    
    
    
    
    
    
    
    
    
    (524
    )Common stock dividends
    
    
    
    
    
    
    (1,361
    )
    
    
    (5,401
    )Exercise of stock options and other
    
    
    566
    
    
    
    
    
    
    
    450Payment of withholding taxes from share-based incentive
issuance
    
    
    
    
    
    
    
    
    
    
    (6,000
    )Excess tax deficiencies (benefits) from share-based
payment arrangements
    
    
    219
    
    
    
    (132
    )
    
    
    2,881Net cash (used in) from financing activities
    
    
    (18,365
    )
    
    
    (31,944
    )
    
    
    26,571Effect of exchange rate changes on cash and cash
equivalents
    
    
    (149
    )
    
    
    (515
    )
    
    
    (3,855
    )Net increase (decrease) in cash and cash equivalents
    
    
    8,405
    
    
    
    13,034
    
    
    
    (7,693
    )Cash and cash equivalents  beginning of year
    
    
    28,311
    
    
    
    15,277
    
    
    
    22,970Cash and cash equivalents  end of year
    
    $
    36,716
    
    
    $
    28,311
    
    
    $
    15,277
 See Note 1 to the consolidated financial statements for supplemental cash flow disclosures.
 The accompanying notes to consolidated financial statements are an integral part of these statements.
  35




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Consolidated Statements of Stockholders Equity
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon
    
    
    Treasury
    
    
    Preferred
    
    
    Common
    
    
    Treasury
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Shares
    
    
    Stock
    
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Income
    
    
    TotalBalance at January 1, 2008
    
    
    22,331
    
    
    
    (233
    )
    
    $
    
    
    
    $
    223
    
    
    $
    (3,487
    )
    
    $
    179,707
    
    
    $
    207,134
    
    
    $
    1,498
    
    
    $
    385,075Comprehensive Loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,082
    )
    
    
    
    
    
    
    (17,082
    )Foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,630
    )
    
    
    (13,630
    )Defined benefit pension
liability adjustments,
net of tax expense of
$428
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    670
    
    
    
    670Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,042
    )Common stock dividend
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,401
    )
    
    
    
    
    
    
    (5,401
    )Long-term incentive
plan income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (728
    )
    
    
    
    
    
    
    
    
    
    
    (728
    )Exercise of stock
options and other
    
    
    519
    
    
    
    36
    
    
    
    
    
    
    
    5
    
    
    
    717
    
    
    
    (2,326
    )
    
    
    
    
    
    
    
    
    
    
    (1,604
    )Balance at December 31, 2008
    
    
    22,850
    
    
    
    (197
    )
    
    $
    
    
    
    $
    228
    
    
    $
    (2,770
    )
    
    $
    176,653
    
    
    $
    184,651
    
    
    $
    (11,462
    )
    
    $
    347,300Comprehensive Loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,903
    )
    
    
    
    
    
    
    (26,903
    )Foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,579
    
    
    
    2,579Defined benefit pension
liability adjustments,
net of tax benefit
of $2,970
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,645
    )
    
    
    (4,645
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,969
    )Common stock dividend
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,361
    )
    
    
    
    
    
    
    (1,361
    )Other
    
    
    265
    
    
    
    (12
    )
    
    
    
    
    
    
    2
    
    
    
    (240
    )
    
    
    1,476
    
    
    
    
    
    
    
    
    
    
    
    1,238Balance at December 31, 2009
    
    
    23,115
    
    
    
    (209
    )
    
    $
    
    
    
    $
    230
    
    
    $
    (3,010
    )
    
    $
    178,129
    
    
    $
    156,387
    
    
    $
    (13,528
    )
    
    $
    318,208Comprehensive Loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,640
    )
    
    
    
    
    
    
    (5,640
    )Foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (536
    )
    
    
    (536
    )Defined benefit pension
liability adjustments,
net of tax benefit
of $1,116
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,748
    )
    
    
    (1,748
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,924
    )Long-term incentive
plan expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,278
    
    
    
    
    
    
    
    
    
    
    
    1,278Other
    
    
    34
    
    
    
    46
    
    
    
    
    
    
    
    1
    
    
    
    784
    
    
    
    1,112
    
    
    
    
    
    
    
    
    
    
    
    1,897Balance at December 31, 2010
    
    
    23,149
    
    
    
    (163
    )
    
    $
    
    
    
    $
    231
    
    
    $
    (2,226
    )
    
    $
    180,519
    
    
    $
    150,747
    
    
    $
    (15,812
    )
    
    $
    313,459
 The accompanying notes to consolidated financial statements are an integral part of these
statements.
  36




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Amounts in thousands except per share data and percentages
 (1) Basis of Presentation and Significant Accounting Policies
 Nature of operations
   Basis of presentation
 Use of estimates
 Revenue recognition
  37




---



##### Table of Contents



2010
    
    
    2009
    
    
    2008Balance, beginning of year
    
    $
    4,195
    
    
    $
    3,318
    
    
    $
    3,220Add   Provision charged to expense
    
    
    777
    
    
    
    2,484
    
    
    
    1,600 Metals U.K. allowance at date of acquisition
    
    
    
    
    
    
    
    
    
    
    523 Recoveries
    
    
    186
    
    
    
    186
    
    
    
    132Less   Uncollectible accounts charged against allowance
    
    
    (1,310
    )
    
    
    (1,793
    )
    
    
    (2,157
    )Balance, end of year
    
    $
    3,848
    
    
    $
    4,195
    
    
    $
    3,318
  Cost of materials
 Operating expenses 
 
    
    Warehouse, processing and delivery expenses, including occupancy costs, compensation and
employee benefits for warehouse personnel, processing, shipping and handling costs;
 
    
    Sales expenses, including compensation and employee benefits for sales personnel;
 
    
    General and administrative expenses, including compensation for executive officers and
general management, expenses for professional services primarily attributable to accounting
and legal advisory services, bad debt expenses, data communication, computer hardware and
maintenance and foreign currency gain or loss; and
 
    
    Depreciation and amortization expenses, including depreciation for all owned property
and equipment, and amortization of various intangible assets.
 Cash equivalents
  38




---



##### Table of Contents



Statement of cash flows
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Non-cash investing and financing activities:Capital expenditures financed by accounts payable
    
    $
    100
    
    
    $
    26
    
    
    $
    1,490Cash paid during the year for:Interest
    
    
    4,392
    
    
    
    5,574
    
    
    
    7,544Income taxes
    
    
    1,631
    
    
    
    10,762
    
    
    
    29,153
 Inventories
   Insurance plans 
 Property, plant and equipment
  Buildings and building improvements
    
    3  40 yearsPlant equipment
    
    3  25 yearsFurniture and fixtures
    
    3  10 yearsVehicles and office equipment
    
    3  7 years
   39




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##### Table of Contents



Long-lived assets
 Goodwill and intangible assets  st
      40




---



##### Table of Contents



Income taxes
     Foreign currency translation
  41




---



##### Table of Contents



Earnings per share
 2010
    
    
    2009
    
    
    2008Numerator:Net loss
    
    $
    (5,640
    )
    
    $
    (26,903
    )
    
    $
    (17,082
    )Denominator:Denominator for basic loss per share:Weighted average common shares outstanding
    
    
    22,708
    
    
    
    22,862
    
    
    
    22,528Effect of dilutive securities:Outstanding common stock equivalents
    
    
    
    
    
    
    
    
    
    
    Denominator for diluted loss per share
    
    
    22,708
    
    
    
    22,862
    
    
    
    22,528Basic loss per share
    
    $
    (0.25
    )
    
    $
    (1.18
    )
    
    $
    (0.76
    )Diluted loss per share
    
    $
    (0.25
    )
    
    $
    (1.18
    )
    
    $
    (0.76
    )Excluded outstanding share-based awards
having an anti-dilutive effect
    
    
    471
    
    
    
    239
    
    
    
    246
  Concentrations
 Share-based compensation 
     42




---



##### Table of Contents



Fair Value of Financial Instruments
 Level 1
 Level 2
 Level 3
  New Accounting Standards Updates
 Standards Updates Adopted
  Standards Updates Issued Not Yet Effective
   43




---



##### Table of Contents



(2) Acquisition
    (3) Segment Reporting
     44




---



##### Table of Contents



Note 1
  2010
    
    
    2009
    
    
    2008Net salesUnited States
    
    $
    757,052
    
    
    $
    673,918
    
    
    $
    1,236,355All other countries
    
    
    186,654
    
    
    
    138,720
    
    
    
    264,681Total
    
    $
    943,706
    
    
    $
    812,638
    
    
    $
    1,501,036Long-lived assetsUnited States
    
    $
    67,427
    
    
    $
    73,897All other countries
    
    
    9,288
    
    
    
    8,856Total
    
    $
    76,715
    
    
    $
    82,753
  OperatingNet
    
    
    Income
    
    
    Total
    
    
    Capital
    
    
    Depreciation &Sales
    
    
    (Loss)
    
    
    Assets
    
    
    Expenditures
    
    
    Amortization2010Metals segment
    
    $
    841,067
    
    
    $
    (5,478
    )
    
    $
    454,345
    
    
    $
    6,815
    
    
    $
    19,392Plastics segment
    
    
    102,639
    
    
    
    3,559
    
    
    
    47,128
    
    
    
    757
    
    
    
    1,257Other
    
    
    
    
    
    
    (7,419
    )
    
    
    27,879
    
    
    
    
    
    
    
    Consolidated
    
    $
    943,706
    
    
    $
    (9,338
    )
    
    $
    529,352
    
    
    $
    7,572
    
    
    $
    20,6492009Metals segment
    
    $
    726,221
    
    
    $
    (32,130
    )
    
    $
    488,090
    
    
    $
    8,456
    
    
    $
    19,943Plastics segment
    
    
    86,417
    
    
    
    282
    
    
    
    46,443
    
    
    
    293
    
    
    
    1,348Other
    
    
    
    
    
    
    (5,281
    )
    
    
    23,468
    
    
    
    
    
    
    
    Consolidated
    
    $
    812,638
    
    
    $
    (37,129
    )
    
    $
    558,001
    
    
    $
    8,749
    
    
    $
    21,2912008Metals segment
    
    $
    1,384,859
    
    
    $
    11,554
    
    
    $
    602,897
    
    
    $
    24,218
    
    
    $
    22,040Plastics segment
    
    
    116,177
    
    
    
    3,182
    
    
    
    52,797
    
    
    
    2,084
    
    
    
    1,287Other
    
    
    
    
    
    
    (10,604
    )
    
    
    23,340
    
    
    
    
    
    
    
    Consolidated
    
    $
    1,501,036
    
    
    $
    4,132
    
    
    $
    679,034
    
    
    $
    26,302
    
    
    $
    23,327
   2010
    
    
    2009
    
    
    2008Operating (loss) income
    
    $
    (9,338
    )
    
    $
    (37,129
    )
    
    $
    4,132Interest expense, net
    
    
    (4,988
    )
    
    
    (6,440
    )
    
    
    (9,373
    )Loss before income taxes and equity in earnings of joint venture
    
    
    (14,326
    )
    
    
    (43,569
    )
    
    
    (5,241
    )Equity in earnings of joint venture
    
    
    5,585
    
    
    
    402
    
    
    
    8,849Consolidated (loss) income before income taxes
    
    $
    (8,741
    )
    
    $
    (43,167
    )
    
    $
    3,608
  45




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##### Table of Contents



(4) Lease Agreements
   Capital
    
    
    Operating2011
    
    $
    399
    
    
    $
    11,9192012
    
    
    181
    
    
    
    11,0342013
    
    
    20
    
    
    
    9,6612014
    
    
    
    
    
    
    9,0022015
    
    
    
    
    
    
    9,062Later years
    
    
    
    
    
    
    20,420Total future minimum rental payments
    
    $
    600
    
    
    $
    71,098
   (5) Employee Benefit Plans
 Pension Plans
      46




---



##### Table of Contents



2010
    
    
    2009
    
    
    2008Service cost
    
    $
    623
    
    
    $
    617
    
    
    $
    2,057Interest cost
    
    
    7,456
    
    
    
    7,511
    
    
    
    7,216Expected return on assets
    
    
    (9,342
    )
    
    
    (9,010
    )
    
    
    (11,124
    )Amortization of prior service cost
    
    
    231
    
    
    
    240
    
    
    
    245Amortization of actuarial loss
    
    
    237
    
    
    
    151
    
    
    
    351Net periodic pension credit, excluding
impact of curtailment
    
    $
    (795
    )
    
    $
    (491
    )
    
    $
    (1,255
    )
  :
 2010
    
    
    2009Change in projected benefit obligation:Projected benefit obligation at beginning of year
    
    $
    132,760
    
    
    $
    123,208Service cost
    
    
    623
    
    
    
    617Interest cost
    
    
    7,456
    
    
    
    7,511Plan change
    
    
    819
    
    
    
    Benefit payments
    
    
    (6,057
    )
    
    
    (5,744
    )Actuarial loss
    
    
    8,634
    
    
    
    7,168Projected benefit obligation at end of year
    
    $
    144,235
    
    
    $
    132,760Change in plan assets:Fair value of plan assets at beginning of year
    
    $
    148,152
    
    
    $
    145,572Actual return on assets
    
    
    15,675
    
    
    
    8,109Employer contributions
    
    
    226
    
    
    
    215Benefit payments
    
    
    (6,057
    )
    
    
    (5,744
    )Fair value of plan assets at end of year
    
    $
    157,996
    
    
    $
    148,152Funded status  net prepaid
    
    $
    13,761
    
    
    $
    15,392Amounts recognized in the consolidated balance sheets consist of:Prepaid pension cost
    
    $
    18,580
    
    
    $
    19,913Accrued liabilities
    
    
    (219
    )
    
    
    (206
    )Pension and postretirement benefit obligations
    
    
    (4,600
    )
    
    
    (4,315
    )Net amount recognized
    
    $
    13,761
    
    
    $
    15,392Pre-tax components of accumulated other comprehensive income
(loss):Unrecognized actuarial loss
    
    $
    (17,782
    )
    
    $
    (15,717
    )Unrecognized prior service cost
    
    
    (2,266
    )
    
    
    (1,679
    )Total
    
    $
    (20,048
    )
    
    $
    (17,396
    )Accumulated benefit obligation
    
    $
    143,778
    
    
    $
    132,349
   2010
    
    
    2009Discount rate
    
    
    5.25
    %
    
    
    5.75
    %Projected annual salary increases
    
    
    0-3.00
    
    
    
    0-3.00
  47




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##### Table of Contents



2010
    
    
    2009
    
    
    2008Discount rate
    
    
    5.75
    %
    
    
    6.25
    %
    
    
    6.25
    %Expected long-term rate of return on plan assets
    
    
    6.50
    
    
    
    6.50
    
    
    
    8.75Projected annual salary increases
    
    
    0-3.00
    
    
    
    0-3.00
    
    
    
    0-4.00
   2010
    
    
    2009Fixed income securities
    
    
    100
    %
    
    
    96
    %Real estate
    
    
    
    
    
    
    3
    %Other
    
    
    
    
    
    
    1
    %100
    %
    
    
    100
    %
   Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalFixed income securities (1)
    
    $
    4,884
    
    
    $
    157,319
    
    
    $
    
    
    
    $
    162,203Accounts payable  pending trades
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,207
    )Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    157,996
 (1)
    
    Fixed income securities are comprised of corporate bonds (75%), government bonds
(13%), government agencies securities (9%) and other fixed income securities (3%). For
2010, fixed income assets were primarily classified as Level 2. For 2009, fixed income
assets, which were substantially similar to those held in 2010, were incorrectly classified
as Level 1 assets when originally reported and were not reclassified as Level 2 assets in
this presentation.  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalFixed income securities (1)
    
    $
    141,734
    
    
    $
    
    
    
    $
    
    
    
    $
    141,734Real estate (2)
    
    
    
    
    
    
    
    
    
    
    4,863
    
    
    
    4,863Other (3)
    
    
    
    
    
    
    1,555
    
    
    
    
    
    
    
    1,555Total
    
    $
    141,734
    
    
    $
    1,555
    
    
    $
    4,863
    
    
    $
    148,152
 (1)
    
    Includes corporate and U.S. government debt securities.(2)
    
    Includes investments in real estate investment trusts that invest in a variety of
property types in geographically diverse markets across the U.S.(3)
    
    Primarily interest rate swaps.  48




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##### Table of Contents



2010
    
    
    2009Fair value as of January 1
    
    $
    4,863
    
    
    $
    7,319Income earned, net
    
    
    60
    
    
    
    11Realized gain
    
    
    376
    
    
    
    Unrealized loss
    
    
    
    
    
    
    (2,467
    )Purchases, sales, issuances and settlements, net
    
    
    (5,299
    )
    
    
    Fair value as of December 31
    
    $
    
    
    
    $
    4,863
  2011
    
    $
    6,8432012
    
    
    7,1062013
    
    
    7,5362014
    
    
    7,7892015
    
    
    8,4792016  2020
    
    
    47,577
 Postretirement Plan
  :
 2010
    
    
    2009
    
    
    2008Service cost
    
    $
    177
    
    
    $
    169
    
    
    $
    151Interest cost
    
    
    219
    
    
    
    224
    
    
    
    207Amortization of prior service cost
    
    
    29
    
    
    
    47
    
    
    
    47Amortization of actuarial gain
    
    
    (16
    )
    
    
    (16
    )
    
    
    (18
    )Net periodic postretirement benefit cost
    
    $
    409
    
    
    $
    424
    
    
    $
    387
   49




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##### Table of Contents



:
 2010
    
    
    2009Change in accumulated postretirement benefit obligations:Accumulated postretirement benefit obligation at beginning of year
    
    $
    3,919
    
    
    $
    3,687Service cost
    
    
    177
    
    
    
    169Interest cost
    
    
    219
    
    
    
    224Benefit payments
    
    
    (200
    )
    
    
    (129
    )Actuarial (gain) loss
    
    
    224
    
    
    
    (32
    )Accumulated postretirement benefit obligation at end of year
    
    $
    4,339
    
    
    $
    3,919Funded status  net liability
    
    $
    (4,339
    )
    
    $
    (3,919
    )Amounts recognized in the consolidated balance sheets consist of:Accrued liabilities
    
    $
    (231
    )
    
    $
    (206
    )Pension and postretirement benefit obligations
    
    
    (4,108
    )
    
    
    (3,713
    )Net amount recognized
    
    $
    (4,339
    )
    
    $
    (3,919
    )Pre-tax components of accumulated other comprehensive income
(loss):Unrecognized actuarial gain
    
    $
    276
    
    
    $
    515Unrecognized prior service cost
    
    
    
    
    
    
    (28
    )Total
    
    $
    276
    
    
    $
    487
  2010
    
    
    2009
    
    
    2008Medical cost trend rate
    
    
    8.00
    %
    
    
    9.00
    %
    
    
    10.00
    %Ultimate medical cost trend rate
    
    
    5.00
    
    
    
    5.00
    
    
    
    5.00Year ultimate medical cost trend rate will be reached
    
    
    2013
    
    
    
    2013
    
    
    
    2013
  Retirement Savings Plan
    2010
    
    
    2009
    
    
    2008Supplemental contributions and 401(k) match
    
    $
    1,634
    
    
    $
    2,060
    
    
    $
    3,161
  50




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##### Table of Contents



(6) Joint Venture
   2010
    
    
    2009
    
    
    2008Equity in earnings of joint venture
    
    $
    5,585
    
    
    $
    402
    
    
    $
    8,849Investment in joint venture
    
    
    27,879
    
    
    
    23,468
    
    
    
    23,340Sales to joint venture
    
    
    973
    
    
    
    486
    
    
    
    568Purchases from joint venture
    
    
    223
    
    
    
    118
    
    
    
    1,040
  2010
    
    
    2009
    
    
    2008Revenues
    
    $
    188,107
    
    
    $
    108,963
    
    
    $
    221,753Net income
    
    
    11,170
    
    
    
    803
    
    
    
    17,698Current assets
    
    
    71,611
    
    
    
    50,604
    
    
    
    64,550Non-current assets
    
    
    17,880
    
    
    
    17,661
    
    
    
    19,184Current liabilities
    
    
    32,828
    
    
    
    19,852
    
    
    
    34,864Non-current liabilities
    
    
    2,872
    
    
    
    3,137
    
    
    
    3,428Members equity
    
    
    53,791
    
    
    
    45,275
    
    
    
    45,442Capital expenditures
    
    
    2,271
    
    
    
    249
    
    
    
    2,628Depreciation and amortization
    
    
    1,720
    
    
    
    1,830
    
    
    
    1,597
 (7) Income Taxes
  2010
    
    
    2009
    
    
    2008U.S.
    
    $
    (19,420
    )
    
    $
    (40,465
    )
    
    $
    (13,425
    )Non-U.S.
    
    
    5,094
    
    
    
    (3,104
    )
    
    
    8,184
  2010
    
    
    2009
    
    
    2008Federal  current
    
    $
    6,823
    
    
    $
    (27,641
    )
    
    $
    25,943  deferred
    
    
    (11,270
    )
    
    
    14,611
    
    
    
    (11,025
    )State     current
    
    
    17
    
    
    
    (752
    )
    
    
    2,827  deferred
    
    
    (186
    )
    
    
    (1,396
    )
    
    
    (2,381
    )Foreign  current
    
    
    1,464
    
    
    
    970
    
    
    
    5,498 deferred
    
    
    51
    
    
    
    (2,056
    )
    
    
    (172
    )$
    (3,101
    )
    
    $
    (16,264
    )
    
    $
    20,690
  51




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##### Table of Contents



2010
    
    
    2009
    
    
    2008Federal income tax at statutory rates
    
    $
    (5,014
    )
    
    $
    (15,248
    )
    
    $
    (1,834
    )State income taxes, net of federal income tax benefits
    
    
    (313
    )
    
    
    (1,561
    )
    
    
    95Federal and state income tax on joint venture
    
    
    2,158
    
    
    
    154
    
    
    
    3,460Impairment of goodwill
    
    
    
    
    
    
    475
    
    
    
    20,601Rate differential on foreign income
    
    
    (755
    )
    
    
    
    
    
    
    (1,253
    )Tax on permanent differences
    
    
    326
    
    
    
    525
    
    
    
    (633
    )Unrecognized tax benefits
    
    
    424
    
    
    
    (1,422
    )
    
    
    705Other
    
    
    73
    
    
    
    813
    
    
    
    (451
    )Income tax (benefit) expense
    
    $
    (3,101
    )
    
    $
    (16,264
    )
    
    $
    20,690Effective income tax expense rate
    
    
    21.7
    %
    
    
    37.3
    %
    
    
    (394.8
    %)
  2010
    
    
    2009Deferred tax liabilities:Depreciation
    
    $
    5,634
    
    
    $
    7,895Inventory
    
    
    5,364
    
    
    
    13,249Pension
    
    
    6,940
    
    
    
    7,480Intangible assets and goodwill
    
    
    21,464
    
    
    
    23,510Total deferred tax liabilities
    
    $
    39,402
    
    
    $
    52,134Deferred tax assets:Postretirement benefits
    
    $
    3,365
    
    
    $
    3,102Deferred compensation
    
    
    1,156
    
    
    
    637Deferred gain
    
    
    603
    
    
    
    950Impairments
    
    
    1,430
    
    
    
    803Net operating loss carryforward
    
    
    2,329
    
    
    
    3,713Other, net
    
    
    1,304
    
    
    
    1,191Total deferred tax assets
    
    $
    10,187
    
    
    $
    10,396Net deferred tax liabilities
    
    $
    29,215
    
    
    $
    41,738
      52




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##### Table of Contents



2010
    
    
    2009
    
    
    2008Balance as of January 1
    
    $
    726
    
    
    $
    2,273
    
    
    $
    1,754Increases (decreases) in unrecognized tax benefits:Due to tax positions taken in prior years
    
    
    729
    
    
    
    272
    
    
    
    169Due to tax positions taken during the current year
    
    
    44
    
    
    
    
    
    
    
    350Due to settlement with tax authorities
    
    
    (34
    )
    
    
    (1,187
    )
    
    
    Due to expiration of statute
    
    
    
    
    
    
    (632
    )
    
    
    Balance as of December 31
    
    $
    1,465
    
    
    $
    726
    
    
    $
    2,273
    (8) Goodwill and Intangible Assets
  2010
    
    
    2009Metals
    
    
    Plastics
    
    
    
    
    
    
    Metals
    
    
    PlasticsSegment
    
    
    Segment
    
    
    Total
    
    
    Segment
    
    
    Segment
    
    
    TotalBalance as of January 1Goodwill
    
    
    97,316
    
    
    
    12,973
    
    
    
    110,289
    
    
    $
    97,208
    
    
    $
    12,973
    
    
    $
    110,181Accumulated impairment losses
    
    
    (60,217
    )
    
    
    
    
    
    
    (60,217
    )
    
    
    (58,860
    )
    
    
    
    
    
    
    (58,860
    )$
    37,099
    
    
    $
    12,973
    
    
    $
    50,072
    
    
    
    38,348
    
    
    
    12,973
    
    
    
    51,321Acquisition
of Metals U.K.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Impairment losses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,357
    )
    
    
    
    
    
    
    (1,357
    )Currency valuation
    
    
    38
    
    
    
    
    
    
    
    38
    
    
    
    108
    
    
    
    
    
    
    
    108Balance as of December 31Goodwill
    
    
    97,354
    
    
    
    12,973
    
    
    
    110,327
    
    
    
    97,316
    
    
    
    12,973
    
    
    
    110,289Accumulated impairment losses
    
    
    (60,217
    )
    
    
    
    
    
    
    (60,217
    )
    
    
    (60,217
    )
    
    
    
    
    
    
    (60,217
    )$
    37,137
    
    
    $
    12,973
    
    
    $
    50,110
    
    
    $
    37,099
    
    
    $
    12,973
    
    
    $
    50,072
  53




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##### Table of Contents



st
    2010
    
    
    2009Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationCustomer relationships
    
    $
    69,452
    
    
    $
    28,025
    
    
    $
    69,549
    
    
    $
    21,435Non-compete agreements
    
    
    2,888
    
    
    
    2,888
    
    
    
    2,938
    
    
    
    2,477Trade name
    
    
    378
    
    
    
    378
    
    
    
    378
    
    
    
    378Total
    
    $
    72,718
    
    
    $
    31,291
    
    
    $
    72,865
    
    
    $
    24,290
    2011
    
    $
    6,6142012
    
    
    6,1422013
    
    
    6,1422014
    
    
    6,1422015
    
    
    6,142
  54




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##### Table of Contents



(9) Debt
  2010
    
    
    2009SHORT-TERM DEBTU.S. Revolver A (a)
    
    $
    
    
    
    $
    5,000Trade acceptances (c)
    
    
    
    
    
    
    8,720Total short-term debt
    
    
    
    
    
    
    13,720LONG-TERM DEBT6.76% insurance company loan due in scheduled
installments through 2015 (b)
    
    
    42,835
    
    
    
    50,026U.S. Revolver B (a)
    
    
    25,704
    
    
    
    24,246Other, primarily capital leases
    
    
    600
    
    
    
    1,192Total long-term debt
    
    
    69,139
    
    
    
    75,464Less current portion
    
    
    (8,012
    )
    
    
    (7,778
    )Total long-term portion
    
    
    61,127
    
    
    
    67,686TOTAL SHORT-TERM AND LONG-TERM DEBT
    
    $
    69,139
    
    
    $
    89,184
       55




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##### Table of Contents



2011
    
    $
    8,0122012
    
    
    8,1812013
    
    
    34,3192014
    
    
    9,0522015
    
    
    9,5752016 and beyond
    
    
    Total debt
    
    $
    69,139
   56




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##### Table of Contents



(10) Share-based Compensation
  Restricted Stock, Stock Option and Equity Compensation Plans
 Plan Description
    
    Authorized Shares1995 Directors Stock Option Plan
    
    
    1881996 Restricted Stock and Stock Option Plan
    
    
    9382000 Restricted Stock and Stock Option Plan
    
    
    1,2002004 Restricted Stock, Stock Option and Equity Compensation Plan
    
    
    1,3502008
Restricted Stock, Stock Option and Equity Compensation Plan (amended and restated as of December 9, 2010)
    
    
    2,000
 Long-Term Compensation and Incentive Plans
    57




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##### Table of Contents



Restricted Share Units and Non-Vested Shares
    Shares
    
    
    UnitsWeighted-
    
    
    
    
    
    
    Weighted-Average Grant
    
    
    
    
    
    
    Average GrantShares
    
    
    Date Fair Value
    
    
    Units
    
    
    Date Fair ValueOutstanding at January 1, 2010
    
    
    262
    
    
    $
    10.76
    
    
    
    
    
    
    
    Granted
    
    
    48
    
    
    $
    17.88
    
    
    
    150
    
    
    $
    12.07Forfeited
    
    
    (22
    )
    
    $
    6.37
    
    
    
    (9
    )
    
    $
    12.07Vested
    
    
    (54
    )
    
    $
    11.19
    
    
    
    Outstanding at December 31, 2010
    
    
    234
    
    
    $
    13.52
    
    
    
    141
    
    
    $
    12.07Expected to vest at December 31, 2010
    
    
    224
    
    
    $
    13.73
    
    
    
    126
    
    
    $
    12.07
  Performance Shares
   58




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##### Table of Contents



2010Expected volatility
    
    
    61.6
    %Risk-free interest rate
    
    
    1.45
    %Expected life (in years)
    
    
    2.8Expected dividend yield
    
    
    
   Estimated Number of
    
    
    Maximum Number ofGrant Date Fair
    
    
    Performance Shares
    
    
    Performance Shares thatPlan Year
    
    Value
    
    
    to be Issued
    
    
    could Potentially be Issued2010 LTC Plan
    
    $
    12.26
    
    
    
    147
    
    
    
    2832009 LTI Plan
    
    $
    5.66
    
    
    
    
    
    
    
    6192008 LTI Plan
    
    $
    22.90  $28.17
    
    
    
    
    
    
    
    317
   Stock Options
   59




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##### Table of Contents



2010Expected volatility
    
    
    58.5
    %Risk-free interest rate
    
    
    2.3
    %Expected life (in years)
    
    
    5.5Expected dividend yield
    
    
    1.2
    %
  Weighted
    
    
    
    
    
    
    Weighted AverageAverage
    
    
    Intrinsic
    
    
    RemainingShares
    
    
    Exercise Price
    
    
    Value
    
    
    Contractual LifeStock options outstanding at January 1, 2010
    
    
    239
    
    
    $
    11.37Granted
    
    
    303
    
    
    $
    12.79Exercised
    
    
    (52
    )
    
    $
    10.99Forfeited
    
    
    (17
    )
    
    $
    12.79Expired
    
    
    (2
    )
    
    $
    10.00Stock options outstanding at December 31, 2010
    
    
    471
    
    
    $
    12.28
    
    
    $
    3,089
    
    
    5.7 yearsStock options exercisable at December 31, 2010
    
    
    185
    
    
    $
    11.48
    
    
    $
    1,485
    
    
    3.2 yearsStock options vested or expected to vest as of
December 31, 2010
    
    
    440
    
    
    $
    12.24
    
    
    $
    2,914
    
    
    5.6 years
  Deferred Compensation Plan
   60




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##### Table of Contents



(11) Commitments and Contingent Liabilities
   (12) Accumulated Other Comprehensive Loss
  2010
    
    
    2009Foreign currency translation losses
    
    $
    (3,750
    )
    
    $
    (3,214
    )Unrecognized pension and postretirement benefit
costs, net of tax
    
    
    (12,062
    )
    
    
    (10,314
    )Total accumulated other comprehensive loss
    
    $
    (15,812
    )
    
    $
    (13,528
    )
 (13) Selected Quarterly Data
(Unaudited)
 First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter2010Net sales
    
    $
    222,996
    
    
    $
    240,132
    
    
    $
    244,938
    
    
    $
    235,640Gross profit (a)
    
    
    19,899
    
    
    
    26,090
    
    
    
    27,111
    
    
    
    25,785Net (loss) income
    
    
    (4,622
    )
    
    
    408
    
    
    
    72
    
    
    
    (1,498
    )Basic (loss) earnings per share
    
    $
    (0.20
    )
    
    $
    0.02
    
    
    $
    0.00
    
    
    $
    (0.07
    )Diluted (loss) earnings per share
    
    $
    (0.20
    )
    
    $
    0.02
    
    
    $
    0.00
    
    
    $
    (0.07
    )Common stock dividends declared
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2009Net sales
    
    $
    252,244
    
    
    $
    195,103
    
    
    $
    183,960
    
    
    $
    181,331Gross profit (a)
    
    
    33,722
    
    
    
    18,275
    
    
    
    14,980
    
    
    
    3,390Net income (loss)
    
    
    480
    
    
    
    (5,521
    )
    
    
    (6,337
    )
    
    
    (15,525
    )Basic earnings (loss) per share
    
    $
    0.02
    
    
    $
    (0.24
    )
    
    $
    (0.28
    )
    
    $
    (0.68
    )Diluted earnings (loss) per share
    
    $
    0.02
    
    
    $
    (0.24
    )
    
    $
    (0.28
    )
    
    $
    (0.68
    )Common stock dividends declared
    
    $
    0.06
    
    
    $
    
    
    
    $
    
    
    
    $
    
 (a)
    
    Gross profit equals net sales minus cost of materials, warehouse, processing, and delivery
costs and less depreciation and amortization expense.  61




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal ControlIntegrated Framework
 /s/ Deloitte & Touche LLPDELOITTE & TOUCHE LLP
 
  62




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##### Table of Contents



ITEM 9
    
    Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
  
 ITEM 9A
    
    Controls & Procedures
 Disclosure Controls and Procedures
  Managements Annual Report on Internal Control Over Financial Reporting
       63




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal Control 
Integrated Framework
      /s/ Deloitte & Touche LLPDELOITTE & TOUCHE LLP
 
  64




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##### Table of Contents



Change in Internal Control Over Financial Reporting
  
 Item 9B
    
    Other Information
   65




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##### Table of Contents



PART III
 
 ITEM 10
    
    Directors, Executive Officers and Corporate Governance
  
 ITEM 11
    
    Executive Compensation
  
 ITEM 12
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  
 ITEM 13
    
    Certain Relationships and Related Transactions, and Director Independence
  
 ITEM 14
    
    Principal Accountant Fees and Services
   66




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##### Table of Contents



PART IV
 
 ITEM 15
    
    Exhibits
 A. M. Castle & Co.
Index To Financial Statements
 PageConsolidated Statements of Operations  For the years ended December 31,
2010, 2009 and 2008
    
    
    33Consolidated Balance Sheets  December 31, 2010 and 2009
    
    
    34Consolidated Statements of Cash Flows  For the years ended December 31,
2010, 2009 and 2008
    
    
    35Consolidated Statements of Stockholders Equity  For the years ended December 31,
2010, 2009 and 2008
    
    
    36Notes to Consolidated Financial Statements
    
    
    37-61Report of Independent Registered Public Accounting Firm
    
    
    62
  67




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit2.1
    
    
    Stock Purchase Agreement dated as of August 12, 2006 by and among A. M. Castle &
Co. and Transtar Holdings #2, LLC. Filed as Exhibit 2.1 to Form 8-K filed August
17, 2006. Commission File No. 1-5415.3.1
    
    
    Articles of Incorporation of the Company. Filed as Appendix D to Proxy Statement
filed March 23, 2001. Commission File No. 1-5415.3.2
    
    
    By-Laws of the Company as amended on October 28, 2010. Filed as Exhibit 3.2 to
Quarterly Report on Form 10-Q for the period ended September 30, 2010, which was
filed on November 5, 2010. Commission File No. 1-5415.3.3
    
    
    Articles Supplementary of the Company. Filed as Exhibit 3.3 to Form 8-K filed on
July 29, 2009. Commission File No. 1-5415.4.1
    
    
    Note Agreement dated November 17, 2005 for 6.26% Senior Secured Note Due November
17, 2005 between the Company as issuer and the Prudential Insurance Company of
American and Prudential Retirement Insurance and Annuity Company as Purchasers.
Filed as Exhibit 10 to Form 8-K filed November 21, 2005. Commission File No.
1-5415.4.2
    
    
    Amendment No. 1 to Note Agreement, dated September 5, 2006, between the Company and
The Prudential Insurance Company of America and Prudential Retirement Insurance and
Annuity Company Amendment. Filed as Exhibit 10.16 to Form 8-K filed September 8,
2006. Commission File No. 1-5415.4.3
    
    
    Amendment No. 2 to Note Agreement, dated January 2, 2008, between the Company and
The Prudential Insurance Company of America and Prudential Retirement Insurance and
Annuity Company Amendment. Filed as Exhibit 10.14 to Form 8-K filed January 4,
2008. Commission File No. 1-5415.4.4
    
    
    Amended and Restated Credit Agreement, dated September 5, 2006, by and between A.
M. Castle & Co. and Bank of America, N.A., as U.S. Agent, Bank of America, N.A.,
Canada Branch, as Canadian Agent, JPMorgan Chase Bank, N.A. as Syndication Agent
and LaSalle Business Credit, LLC as Documentation Agent. Filed as Exhibit 10.11 to
Form 8-K filed September 8, 2006. Commission File No. 1-5415.4.5
    
    
    First Amendment to Credit Agreement, dated January 2, 2008, by and between A. M.
Castle & Co., A.M. Castle & Co. (Canada) Inc., A.M. Castle Metals UK, Limited,
certain subsidiaries of the Company, the lenders party thereto, Bank of America,
N.A.. as U.S. Agent and Bank of America, N.A., Canada Branch, as Canadian Agent.
Filed as Exhibit 10.11 to Form 8-K filed January 4, 2008. Commission File No.
1-5415.4.6
    
    
    Guarantee Agreement, dated September 5, 2006, by and between the Company and the
Guarantee Subsidiaries. Filed as Exhibit 10.12 to Form 8-K filed September 8, 2006.
Commission File No. 1-5415.4.7
    
    
    U.K. Guarantee Agreement, dated January 2, 2008, by the Company and the Guarantee
Subsidiaries. Filed as Exhibit 10.12 to Form 8-K filed January 4, 2008. Commission
File No. 1-5415.4.8
    
    
    Amended and Restated Collateral Agency and Intercreditor Agreement, dated September
5, 2006 by and among A.M. Castle & Co., Bank of America, N.A., as Collateral Agent,
The Prudential Insurance Company of America and Prudential Retirement Insurance and
Annuity Company and The Northern Trust Company. Filed as Exhibit 10.13 to Form 8-K
filed September 8, 2006. Commission File No. 1-5415.
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ExhibitNumber
    
    Description of Exhibit4.9
    
    
    First Amendment to Amended and Restated Collateral Agency and Intercreditor
Agreement, dated January 2, 2008 by and among A.M. Castle & Co., Bank of America,
N.A., as Collateral Agent, The Prudential Insurance Company of America and
Prudential Retirement Insurance and Annuity Company and The Northern Trust Company.
Filed as Exhibit 10.13 to Form 8-K filed January 4, 2008. Commission File No.
1-5415.4.10
    
    
    Amended and Restated Security Agreement, dated September 5, 2006, among the Company
and the Guarantee Subsidiaries. Filed as Exhibit 10.14 to Form 8-K filed September
8, 2006. Commission File No. 1-5415.4.11
    
    
    Guarantee Agreement, dated September 5, 2006, by and between the Company and
Canadian Lenders and Bank of America, N.A. Canadian Branch, as Canadian Agent.
Filed as Exhibit 10.15 to Form 8-K filed September 8, 2006. Commission File No.
1-5415.Instruments defining the rights of holders of other unregistered long-term debt of
A.M. Castle & Co. and its subsidiaries have been omitted from this exhibit index
because the amount of debt authorized under any such instrument does not exceed 10%
of the total assets of the Registrant and its consolidated subsidiaries. The
Registrant agrees to furnish a copy of any such instrument to the Commission upon
request.10.1
    *
    
    A.M. Castle & Co. Non-Employee Director Restricted Stock Award Agreement. Filed as
Exhibit 10.1 to Form 8-K filed April 27, 2009. Commission File No. 1-5415.10.2
    *
    
    Form of Severance Agreement which is executed with all executive officers, except
the CEO. Filed as Exhibit 10.4 to Annual Report on Form 10-K for the period ended
December 31, 2008, which was filed on March 12, 2009. Commission File No. 1-5415.10.3
    *
    
    Form of Change of Control Agreement which is executed with all executive officers.
Filed as Exhibit 10.5 to Annual Report on Form 10-K for the period ended December
31, 2008, which was filed on March 12, 2009. Commission File No. 1-5415.10.4
    *
    
    A. M. Castle & Co. 1995 Director Stock Option Plan. Filed as Exhibit A to Proxy
Statement filed March 7, 1995. Commission File No. 1-5415.10.5
    *
    
    A. M. Castle & Co. 1996 Restricted Stock and Stock Option Plan. Filed as Exhibit A
to Proxy Statement filed March 8, 2006. Commission File No. 1-5415.10.6
    *
    
    A. M. Castle & Co. 2000 Restricted Stock and Stock Option Plan. Filed as Appendix
B to Proxy Statement filed March 23, 2001. Commission File No. 1-5415.10.7
    *
    
    A. M. Castle & Co. 2004 Restricted Stock, Stock Option and Equity Compensation
Plan. Filed as Exhibit D to Proxy Statement filed March 12, 2004. Commission File
No. 1-5415.10.8
    *
    
    A. M. Castle & Co. 2008 Restricted Stock, Stock Option and Equity Compensation
Plan, as amended and restated as of December 9, 2010. Filed as Exhibit 10.25 to
Annual Report on Form 8-K filed on December 15, 2010. Commission File No. 1-5415.10.9
    *
    
    Form of Restricted Stock Award Agreement under A. M. Castle & Co. 2008 Restricted
Stock, Stock Option and Equity Compensation Plan. Filed as Exhibit 10.11 to Annual
Report on Form 10-K for the period ended December 31, 2008, which was filed on
March 12, 2009. Commission File No. 1-5415.10.10
    *
    
    Form of Performance Share Award Agreement under A. M. Castle & Co. 2008 Restricted
Stock, Stock Option and Equity Compensation Plan. Filed as Exhibit 10.12 to Annual
Report on Form 10-K for the period ended December 31, 2008, which was filed on
March 12, 2009. Commission File No. 1-5415.
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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.11
    *
    
    A. M. Castle & Co. Directors Deferred Compensation Plan, as amended and restated as
of October 22, 2008. Filed as Exhibit 10.13 to Annual Report on Form 10-K for the
period ended December 31, 2008, which was filed on March 12, 2009. Commission File
No. 1-5415.10.12
    *
    
    A. M. Castle & Co. Supplemental 401(k) Savings and Retirement Plan, as amended and
restated, effective as of January 1, 2009. Filed as Exhibit 10.14 to Annual Report
on Form 10-K for the period ended December 31, 2008, which was filed on March 12,
2009. Commission File No. 1-5415.10.13
    *
    
    A. M. Castle & Co. Supplemental Pension Plan, as amended and restated, effective as
of January 1, 2009. Filed as Exhibit 10.15 to Annual Report on Form 10-K for the
period ended December 31, 2008, which was filed on March 12, 2009. Commission File
No. 1-5415.10.14
    *
    
    First Amendment to the A. M. Castle & Co. Supplemental 401(k) Savings and
Retirement Plan, executed April 15, 2009 (as effective April 27, 2009). Filed as
Exhibit 10.1 to Form 8-K filed on April 16, 2009. Commission File No. 1-5415.10.15
    *
    
    Form of Non-Employee Director Restricted Stock Award Agreement. Filed as Exhibit
10.1 to Form 8-K filed on April 27, 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 on July
29, 2009. Commission File No. 1-5415.10.17
    *
    
    Board of Directors resolutions adopted July 23, 2009, approving changes to the
Companys non-employee director compensation program. Filed as Exhibit 10.19 to
Quarterly Report on Form 10-Q for the period ended June 30, 2009, which was filed
on July 30, 2009. Commission File No. 1-5415.10.18
    *
    
    Form of Restricted Stock 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 on March 24, 2010. Commission File No. 1-5415.10.19
    *
    
    Form of 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 on March 24, 2010. Commission File No. 1-5415.10.20
    *
    
    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 on March 24, 2010. Commission File No. 1-5415.10.21
    *
    
    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 on March 24, 2010. Commission File No. 1-5415.10.22
    *
    
    Form of Non-Employee Director Restricted Stock Award Agreement. Filed as Exhibit
10.1 to Form 8-K filed on April 27, 2010. Commission File No. 1-5415.10.23
    *
    
    Form of Amended and Restated Change of Control Agreement for all executive officers
other than the CEO. Filed as Exhibit 10.24 to Form 8-K filed on September 21,
2010. Commission File No. 1-5415.
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ExhibitNumber
    
    Description of Exhibit10.24
    *
    
    Form of Amended and Restated Severance Agreement for executive officers other than
the CEO. Filed as Exhibit 10.26 to Form 8-K filed on December 23, 2010.
Commission File No. 1-5415.10.25
    *
    
    CEO Change in Control Agreement, as amended and restated December 22, 2010. Filed
as Exhibit 10.27 to Form 8-K filed on December 23, 2010. Commission File No.
1-5415.10.26
    *
    
    CEO Employment/Non-Competition Agreement, as amended and restated December 22,
2010. Filed as Exhibit 10.28 to Form 8-K filed on December 23, 2010. Commission
File No. 1-5415.10.27
    *
    
    Form of Performance Share Award Agreement, adopted March 2, 2011, under A.M. Castle
& Co. 2008 Restricted Stock, Stock Option and Equity Compensation Plan. Filed as
Exhibit 10.29 to Form 8-K filed March 8, 2011. Commission File No. 1-5415.21.1
    
    
    Subsidiaries of Registrant23.1
    
    
    Consent of Deloitte & Touche LLP31.1
    
    
    CEO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.31.2
    
    
    CFO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.32.1
    
    
    CEO and CFO Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
 *
    
    These agreements are considered a compensatory plan or arrangement.  71




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##### Table of Contents



SIGNATURES
  A. M. Castle & Co. (Registrant)By:
    
    /s/ Patrick R. AndersonPatrick R. Anderson,Vice President  Controller andChief Accounting Officer(Principal Accounting Officer)Date: March 11, 2011
  /s/ Brian P. Anderson
    
    /s/ Thomas A. Donahoe
    
    /s/ Ann M. DrakeBrian P. Anderson, 
Chairman of
the Board
    
    Thomas A. Donahoe, 
Director
    
    Ann M. Drake, 
Director/s/ Michael H. Goldberg
    
    /s/ William K. Hall
    
    /s/ Robert S. HamadaMichael H. Goldberg, President,
Chief Executive Officer and
Director

(Principal Executive Officer)
    
    William K. Hall, 
Director
    
    Robert S. Hamada, 
Director/s/ Patrick J. Herbert, III
    
    /s/ Terrence J. Keating
    
    /s/ James D. KellyPatrick J. Herbert, III, 
Director
    
    Terrence J. Keating, 
Director
    
    James D. Kelly, 
Director/s/ Pamela Forbes Lieberman
    
    /s/ John McCartney
    
    /s/ Michael SimpsonPamela Forbes Lieberman, 
Director
    
    John McCartney, 
Director
    
    Michael Simpson, 
Director/s/ Scott F. StephensScott F. Stephens, 
Vice President
and Chief Financial Officer

(Principal Financial Officer)
  72