##### 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, 2009

    
    Commission File Number:
1-5415 A. M. CASTLE & CO.
  Maryland
    
    36-0879160(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)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
  Yes o No þ
 o þ
 þ o
 o o
 þ
  Large Accelerated Filer o
    
    Accelerated Filer þ
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company o
 o 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 22, 2010.
    
    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  [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    Exhibits and Financial Statement SchedulesSIGNATURESExhibit 21.1Exhibit 23.1Exhibit 23.2Exhibit 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 Acquisitions and Expansions
     3




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Procurement
   Employees
  Business Segments
   2009
    
    
    2008
    
    
    2007Metals
    
    
    89
    %
    
    
    92
    %
    
    
    92
    %Plastics
    
    
    11
    %
    
    
    8
    %
    
    
    8
    %100
    %
    
    
    100
    %
    
    
    100
    %
 Metals Segment
     4




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Plastics Segment
   Joint Venture
  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.
  We service industries that are highly cyclical, and any downturn in our customers industries
could reduce our revenue and profitability.
   5




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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.
   We are vulnerable to interest rate fluctuations on our indebtedness, which could hurt our
operating results.
  The current global recession and financial crisis have had and are likely to continue to have
an adverse impact on our business, operating results and financial condition.
    6




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Disruptions in the supply of raw materials could adversely affect our operating results and our
ability to meet our customer demands.
  Our industry is highly competitive, which may force us to lower our prices and may have an
adverse effect on our operating results.
  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 such as fire, tornado or flood;
 
    
    a work stoppage; 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.
  Damage to or a disruption in our information technology systems could impact our ability to
conduct business and/or report our financial performance.
    7




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We operate in international markets, which expose us to a number of risks.
  A portion of our workforce is represented by collective bargaining units, which may lead to
work stoppages.
  
    
    may not be successful;
 
    
    may result in a significant increase in the cost of labor; or
 
    
    may break down and result in the disruption of our operations.
  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.
   8




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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.
  We may not be able to retain or expand our customer base if the United States manufacturing
industry continues to relocate production operations internationally.
  Our operating results are subject to the seasonal nature of our customers businesses.
  We may face risks associated with current or future litigation and claims.
  Market volatility could result in future asset impairments, which could have an adverse effect
on our operating results.
   9




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Ownership of our stock is concentrated, which may limit stockholders ability to influence
corporate matters.
  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
    
    
    74,880Bedford Heights, Ohio
    
    
    374,400
    (1)Birmingham, Alabama
    
    
    76,000
    (1)Charlotte, North Carolina
    
    
    116,500
    (1)Dallas, Texas
    
    
    78,000
    (1)Edmonton, Alberta
    
    
    38,300Edmonton, Alberta
    
    
    50,553Fairfield, Ohio
    
    
    166,000Franklin Park, Illinois
    
    
    522,600
    (1)Gardena, California
    
    
    117,000Hammond, Indiana (H-A Industries)
    
    
    243,000Houston, Texas
    
    
    109,100
    (1)Houston, Texas (Administrative location)
    
    
    1,961Kansas City, Missouri
    
    
    118,000Kennesaw, Georgia
    
    
    87,500Kent, Washington
    
    
    53,000Minneapolis, Minnesota
    
    
    65,200
    (1)Mississauga, Ontario
    
    
    60,000Monterrey, Mexico
    
    
    55,000Montreal, Quebec
    
    
    38,760Orange, Connecticut
    
    
    57,389Paramount, California
    
    
    155,500Philadelphia, Pennsylvania
    
    
    71,600
    (1)Saskatoon, Saskatchewan
    
    
    15,000Stockton, California
    
    
    60,000Twinsburg, Ohio
    
    
    120,000Wichita, Kansas
    
    
    148,800Winnipeg, Manitoba
    
    
    50,000
    (1)Worcester, Massachusetts
    
    
    53,500
    (1)EuropeBlackburn, England
    
    
    62,139Hoddesdon, England
    
    
    9,472Montoir de Bretagne, France
    
    
    38,944Letchworth, England
    
    
    40,000AsiaShanghai, China
    
    
    45,700Sales OfficesMilwaukee, Wisconsin
    
    (Intentionally left blank)Phoenix, ArizonaTulsa, OklahomaLafayette, LouisianaBilbao, SpainSingaporeTotal Metals Segment
    
    
    3,373,798
  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
    
    
    3,795,698
 (1)
    
    Represents owned facility.  12




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ITEM 3  Legal Proceedings
  
 
 ITEM 4  [Reserved]
 Executive Officers of The Registrant
  Name and Title
    
    Age
    
    Business ExperienceMichael H. Goldberg
President & Chief Executive
Officer
    
    
    56
    
    
    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 metals
service center) from 2001
to 2005. From 1998 to
November 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
    
    
    58
    
    
    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 January
2004. In 2005, Mr. Hooks
was appointed President of
Castle Metals.Scott F. Stephens 
Vice President,
Chief Financial Officer,
Treasurer, and interim
President, Castle Metals Oil
and Gas
    
    
    40
    
    
    Mr. Stephens began his
employment with the
registrant in July 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. In February of
2010 Mr. Stephens was
appointed interim
President of Castle Metals
Oil & Gas.Kevin Coughlin 
Vice President, 
Operations
    
    
    59
    
    
    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.Robert J. Perna
Vice President General Counsel and
Secretary
    
    
    46
    
    
    Mr. Perna began his
employment with the
registrant in November
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)
back to April 2001.Kevin P. Fitzpatrick
Vice President,
Human Resources
    
    
    45
    
    
    Mr. Fitzpatrick began his
employment with the
registrant in January 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.
  13




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Name and Title
    
    Age
    
    Business ExperiencePatrick R. Anderson
Vice President, Corporate Controller
and Chief
Accounting Officer
    
    
    38
    
    
    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 with Deloitte &
Touche LLP from 1994 to
2007.Blain A. Tiffany 
Vice President and
President, Castle Metals Aerospace
    
    
    51
    
    
    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 January 2009, Mr.
Tiffany was elected to the
Position of Vice President
of the registrant and
President of Castle Metals
Aerospace.Thomas L. Garrett 
Vice President and
President, Total Plastics, Inc.
    
    
    47
    
    
    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.
 
 
 PART II
 
 
 ITEM 5 
    
    Market for the Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
      14




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2009
    
    
    2008Low
    
    
    High
    
    
    Low
    
    
    HighFirst Quarter
    
    $
    5.29
    
    
    $
    13.09
    
    
    $
    16.70
    
    
    $
    29.65Second Quarter
    
    $
    8.25
    
    
    $
    12.87
    
    
    $
    26.08
    
    
    $
    34.20Third Quarter
    
    $
    9.45
    
    
    $
    13.48
    
    
    $
    16.16
    
    
    $
    28.46Fourth Quarter
    
    $
    8.74
    
    
    $
    14.41
    
    
    $
    6.12
    
    
    $
    17.41
  
 *
    
    $100 invested on December 31, 2004 in stock or index including reinvestment of
dividends. Fiscal year ending December 31.  12/04
    
    
    12/05
    
    
    12/06
    
    
    12/07
    
    
    12/08
    
    
    12/09A.M. Castle & Co.
    
    
    100.00
    
    
    
    182.91
    
    
    
    214.79
    
    
    
    231.41
    
    
    
    93.30
    
    
    
    118.71S&P 500
    
    
    100.00
    
    
    
    104.91
    
    
    
    121.48
    
    
    
    128.16
    
    
    
    80.74
    
    
    
    102.11Peer Group
    
    
    100.00
    
    
    
    147.06
    
    
    
    184.14
    
    
    
    255.68
    
    
    
    100.77
    
    
    
    213.36
 *
    
    Peer Group consists of Olympic Steel, Inc. and Reliance Steel & Aluminum Co.  15




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ITEM 6  Selected Financial Data
  (dollars in millions, except per share data)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005For the year ended December 31:Net sales
    
    $
    812.6
    
    
    $
    1,501.0
    
    
    $
    1,420.4
    
    
    $
    1,177.6
    
    
    $
    959.0Net (loss) income from continuing operations
    
    
    (26.9
    )
    
    
    (17.1
    )
    
    
    51.8
    
    
    
    55.1
    
    
    
    38.9Basic (loss) earnings per common share from continuing
operations
    
    
    (1.18
    )
    
    
    (0.76
    )
    
    
    2.49
    
    
    
    2.95
    
    
    
    2.37Diluted (loss) earnings per common share from continuing
operations
    
    
    (1.18
    )
    
    
    (0.76
    )
    
    
    2.41
    
    
    
    2.89
    
    
    
    2.11Cash dividends declared per common share
    
    
    0.06
    
    
    
    0.24
    
    
    
    0.24
    
    
    
    0.24
    
    
    
    As of December 31:Total assets
    
    
    558.0
    
    
    
    679.0
    
    
    
    677.0
    
    
    
    655.1
    
    
    
    423.7Long-term debt, less current portion
    
    
    67.7
    
    
    
    75.0
    
    
    
    60.7
    
    
    
    90.1
    
    
    
    73.8Total debt
    
    
    89.2
    
    
    
    117.1
    
    
    
    86.5
    
    
    
    226.1
    
    
    
    80.1Total stockholders equity
    
    
    318.2
    
    
    
    347.3
    
    
    
    385.1
    
    
    
    215.9
    
    
    
    175.5
  16




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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
   
    
    Completion of the three phases of the Metals segment ERP implementation during 2009,
bringing nearly all of the Companys North American locations onto the new system; and
    
    A change in the Companys LIFO inventory accounting method for tax purposes, resulting
in a $14.8 million federal and state tax refund.
   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 impacted.
    
    If surcharges are passed through to the customer without a mark-up, gross material
margins will decrease.
  17




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Current Business Outlook
  YEAR
    
    Qtr 1
    
    
    Qtr 2
    
    
    Qtr 3
    
    
    Qtr 42007
    
    
    50.5
    
    
    
    53.0
    
    
    
    51.3
    
    
    
    49.62008
    
    
    49.2
    
    
    
    49.5
    
    
    
    47.8
    
    
    
    36.12009
    
    
    35.9
    
    
    
    42.6
    
    
    
    51.5
    
    
    
    54.6
  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, 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.
  18




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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 Expenses
Metals
    
    $
    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:
     19




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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.
    20




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##### Table of Contents



Other Income and Expense, Income Taxes and Net Income:
     2008 Results Compared to 2007
  Operating Results by Segment
 Year Ended December 31,
    
    
    Fav / (Unfav)2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeNet SalesMetals
    
    $
    1,384.8
    
    
    $
    1,304.8
    
    
    $
    80.0
    
    
    
    6.1
    %Plastics
    
    
    116.2
    
    
    
    115.6
    
    
    
    0.6
    
    
    
    0.5
    %Total Net Sales
    
    $
    1,501.0
    
    
    $
    1,420.4
    
    
    $
    80.6
    
    
    
    5.7
    %Cost of MaterialsMetals
    
    $
    1,044.4
    
    
    $
    954.4
    
    
    $
    (90.0
    )
    
    
    (9.4
    )%% of Metals Sales
    
    
    75.4
    %
    
    
    73.1
    %Plastics
    
    
    79.6
    
    
    
    78.0
    
    
    
    (1.6
    )
    
    
    (2.1
    )%% of Plastics Sales
    
    
    68.5
    %
    
    
    67.5
    %Total Cost of Materials
    
    $
    1,124.0
    
    
    $
    1,032.4
    
    
    $
    (91.6
    )
    
    
    (8.9
    )%% of Total Sales
    
    
    74.9
    %
    
    
    72.7
    %Operating Costs and ExpensesMetals
    
    $
    328.9
    
    
    $
    256.0
    
    
    $
    (72.9
    )
    
    
    (28.5
    )%Plastics
    
    
    33.4
    
    
    
    32.7
    
    
    
    (0.7
    )
    

    (2.1
    )%Other
    
    
    10.6
    
    
    
    8.6
    
    
    
    (2.0
    )
    
    
    (23.3
    )%Total Operating Costs & Expenses
    
    $
    372.9
    
    
    $
    297.3
    
    
    $
    (75.6
    )
    
    
    (25.4
    )%% of Total Sales
    
    
    24.8
    %
    
    
    20.9
    %Operating IncomeMetals
    
    $
    11.5
    
    
    $
    94.4
    
    
    $
    (82.9
    )
    
    
    (87.8
    )%% of Metals Sales
    
    
    0.8
    %
    
    
    7.2
    %Plastics
    
    
    3.2
    
    
    
    4.9
    
    
    
    (1.7
    )
    
    
    (34.7
    )%% of Plastics Sales
    
    
    2.8
    %
    
    
    4.2
    %Other
    
    
    (10.6
    )
    
    
    (8.6
    )
    
    
    (2.0
    )
    
    
    (23.3
    )%Total Operating Income
    
    $
    4.1
    
    
    $
    90.7
    
    
    $
    (86.6
    )
    
    
    (95.5
    )%% of Total Sales
    
    
    0.3
    %
    
    
    6.4
    %
 Other includes costs of executive, legal and finance departments which are shared by both segments of the
Company.
  21




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##### Table of Contents



Net Sales:
    Cost of Materials:
   Operating Expenses and Operating Income:
  Critical Accounting Policies Note 8
  22




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##### Table of Contents



Other Income and Expense, Income Taxes and Net Income:
     Liquidity and Capital Resources
      23




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##### Table of Contents



Weighted AverageOutstanding
    
    
    
    
    
    
    Interest Rate for theBorrowings as of
    
    
    Availability as of
    
    
    Year EndedDebt type
    
    December 31, 2009
    
    
    December 31, 2009
    
    
    December 31, 2009U.S. Revolver A
    
    $
    5.0
    
    
    $
    54.3
    
    
    
    2.07
    %U.S. Revolver B
    
    
    24.2
    
    
    
    25.8
    
    
    
    1.78
    %Canadian facility
    
    
    
    
    
    
    9.4
    
    
    
    3.46
    %Trade acceptances (a)
    
    
    8.7
    
    
    
    n/a
    
    
    
    2.28
    %
 (a)
    
    A trade acceptance is a form of debt instrument having a definite maturity and obligation to
pay and which has been accepted by an acknowledgement by the company upon whom it is drawn.    24




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##### Table of Contents



Requirement per
    
    Actual atCovenant Description
    
    Credit Agreement
    
    December 31, 2009Funded debt-to-capital ratio
    
    less than 0.55
    
    
    0.19Working capital-to-debt ratio
    
    greater than 1.0
    
    
    3.49Minimum adjusted consolidated net worth
    
    $261.6
    
    
    $328.5
 Capital Expenditures
  Contractual Obligations and Other Commitments
   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)
    
    $
    74.3
    
    
    $
    7.2
    
    
    $
    15.7
    
    
    $
    41.8
    
    
    $
    9.6Interest payments on debt obligations (a)
    
    
    15.4
    
    
    
    4.2
    
    
    
    6.8
    
    
    
    3.8
    
    
    
    0.6Capital lease obligations
    
    
    1.2
    
    
    
    0.6
    
    
    
    0.5
    
    
    
    0.1
    
    
    
    Operating lease obligations
    
    
    67.0
    
    
    
    12.1
    
    
    
    22.7
    
    
    
    15.2
    
    
    
    17.0Purchase obligations (b)
    
    
    255.1
    
    
    
    200.4
    
    
    
    42.3
    
    
    
    12.4
    
    
    
    Other (c)
    
    
    4.9
    
    
    
    3.3
    
    
    
    1.6
    
    
    
    
    
    
    
    Total
    
    $
    417.9
    
    
    $
    227.8
    
    
    $
    89.6
    
    
    $
    73.3
    
    
    $
    27.2
 a)
    
    Interest payments on debt obligations represent interest on all Company debt outstanding as of
December 31, 2009. 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, 2009.
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 to be paid 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. In
addition to the obligations in the table above, approximately $0.4 million of unrecognized tax
benefits have been recorded as liabilities and we are uncertain as to if or when such amounts may
be settled. Related to the unrecognized tax benefits not included in the table above, the Company
has also recorded an insignificant liability for interest.  25




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##### Table of Contents



Pension Funding
  Retirement Plans Critical Accounting Policies Note 5
 Off-Balance Sheet Arrangements
    Critical Accounting Policies
  Revenue Recognition and Accounts Receivable
  26




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##### Table of Contents



Inventories
  Income Taxes
   27




---



##### Table of Contents



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




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##### Table of Contents



Fair Value of Financial Instruments
 Level 1
 Level 2
 Level 3
  Recent Accounting Pronouncements
     
    
    New guidance, which is now part of ASC Topic 805, Business Combinations, related to
the accounting for business combinations.
 
    
    New guidance, which is now part of ASC Topic 260, Earnings per Share, that addresses
whether instruments granted in share-based payment transactions are participating
securities.
 Note 1
  31




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##### Table of Contents



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 31,2009
    
    
    2008
    
    
    2007Net sales
    
    $
    812,638
    
    
    $
    1,501,036
    
    
    $
    1,420,353Costs and expenses:Cost of materials (exclusive of depreciation and
amortization)
    
    
    611,352
    
    
    
    1,123,977
    
    
    
    1,032,355Warehouse, processing and delivery expense
    
    
    109,627
    
    
    
    154,189
    
    
    
    139,993Sales, general and administrative expense
    
    
    106,140
    
    
    
    136,551
    
    
    
    137,153Depreciation and amortization expense
    
    
    21,291
    
    
    
    23,327
    
    
    
    20,177Impairment of goodwill
    
    
    1,357
    
    
    
    58,860
    
    
    
    Operating (loss) income
    
    
    (37,129
    )
    
    
    4,132
    
    
    
    90,675Interest expense, net
    
    
    (6,440
    )
    
    
    (9,373
    )
    
    
    (12,899
    )(Loss) income before income taxes and equity in
earnings of joint venture
    
    
    (43,569
    )
    
    
    (5,241
    )
    
    
    77,776Income taxes
    
    
    16,264
    
    
    
    (20,690
    )
    
    
    (31,294
    )(Loss) income before equity in earnings of joint venture
    
    
    (27,305
    )
    
    
    (25,931
    )
    
    
    46,482Equity in earnings of joint venture
    
    
    402
    
    
    
    8,849
    
    
    
    5,324Net (loss) income
    
    
    (26,903
    )
    
    
    (17,082
    )
    
    
    51,806Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    (593
    )Net (loss) income applicable to common stock
    
    $
    (26,903
    )
    
    $
    (17,082
    )
    
    $
    51,213Basic (loss) earnings per share
    
    $
    (1.18
    )
    
    $
    (0.76
    )
    
    $
    2.49Diluted (loss) earnings per share
    
    $
    (1.18
    )
    
    $
    (0.76
    )
    
    $
    2.41Dividends
 per common share
    
    $
    0.06
    
    
    $
    0.24
    
    
    $
    0.24
 The accompanying notes to consolidated financial statements are an integral part of these
statements.
  33




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##### Table of Contents



Consolidated Balance Sheets
 December 31,2009
    
    
    2008AssetsCurrent assetsCash and cash equivalents
    
    $
    28,311
    
    
    $
    15,277Accounts receivable, less allowances of $4,195 and $3,318
    
    
    105,832
    
    
    
    159,613Inventories, principally on last-in first-out basis (replacement cost
higher by $116,816 and $133,748)
    
    
    170,960
    
    
    
    240,673Other current assets
    
    
    5,241
    
    
    
    12,220Income tax receivable
    
    
    18,970
    
    
    
    640Total current assets
    
    
    329,314
    
    
    
    428,423Investment in joint venture
    
    
    23,468
    
    
    
    23,340Goodwill
    
    
    50,072
    
    
    
    51,321Intangible assets
    
    
    48,575
    
    
    
    55,742Prepaid pension cost
    
    
    19,913
    
    
    
    26,615Other assets
    
    
    3,906
    
    
    
    5,303Property, plant and equipment, at costLand
    
    
    5,192
    
    
    
    5,184Building
    
    
    51,945
    
    
    
    50,069Machinery and equipment
    
    
    178,545
    
    
    
    172,500235,682
    
    
    
    227,753Less  accumulated depreciation
    
    
    (152,929
    )
    
    
    (139,463
    )82,753
    
    
    
    88,290Total assets
    
    $
    558,001
    
    
    $
    679,034Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    71,295
    
    
    $
    126,490Accrued payroll and employee benefits
    
    
    11,117
    
    
    
    16,622Accrued liabilities
    
    
    11,302
    
    
    
    11,307Income taxes payable
    
    
    1,848
    
    
    
    6,451Deferred income taxes
    
    
    9,706
    
    
    
    Current portion of long-term debt
    
    
    7,778
    
    
    
    10,838Short-term debt
    
    
    13,720
    
    
    
    31,197Total current liabilities
    
    
    126,766
    
    
    
    202,905Long-term debt, less current portion
    
    
    67,686
    
    
    
    75,018Deferred income taxes
    
    
    32,032
    
    
    
    38,743Other non-current liabilities
    
    
    5,281
    
    
    
    7,535Pension and post retirement benefit obligations
    
    
    8,028
    
    
    
    7,533Commitments and contingenciesStockholders equityPreferred stock, $0.01 par value - 10,000 shares authorized; no shares
issued and outstanding at December 31, 2009 and December 31, 2008
    
    
    
    
    
    
    Common stock, $0.01 par value - 30,000 shares authorized;
23,115 shares issued and 22,906 outstanding at December 31, 2009
and 22,850 shares issued and 22,654 outstanding at December 31, 2008
    
    
    230
    
    
    
    228Additional paid-in capital
    
    
    178,129
    
    
    
    176,653Retained earnings
    
    
    156,387
    
    
    
    184,651Accumulated other comprehensive loss
    
    
    (13,528
    )
    
    
    (11,462
    )Treasury stock, at cost - 209 shares in 2009 and 197 shares in 2008
    
    
    (3,010
    )
    
    
    (2,770
    )Total stockholders equity
    
    
    318,208
    
    
    
    347,300Total liabilities and stockholders equity
    
    $
    558,001
    
    
    $
    679,034
 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 Flow
 Years Ended December 31,2009
    
    
    2008
    
    
    2007Operating activities:Net (loss) income
    
    $
    (26,903
    )
    
    $
    (17,082
    )
    
    $
    51,806Adjustments to reconcile net (loss) income to net cash from operating activities:Depreciation and amortization
    
    
    21,291
    
    
    
    23,327
    
    
    
    20,177Amortization of deferred gain
    
    
    (907
    )
    
    
    (1,128
    )
    
    
    (907
    )Loss on sale of fixed assets
    
    
    2
    
    
    
    363
    
    
    
    1,293Loss on sale of subsidiary
    
    
    
    
    
    
    
    
    
    
    425Impairment of goodwill and long-lived asset
    
    
    1,357
    
    
    
    58,860
    
    
    
    589Equity in earnings of joint venture
    
    
    (402
    )
    
    
    (8,849
    )
    
    
    (5,324
    )Dividends from joint venture
    
    
    485
    
    
    
    2,955
    
    
    
    1,545Deferred tax provision (benefit)
    
    
    11,208
    
    
    
    (13,578
    )
    
    
    (13,148
    )Share-based compensation expense
    
    
    1,370
    
    
    
    454
    
    
    
    5,018Pension curtailment
    
    
    
    
    
    
    (472
    )
    
    
    284Excess tax deficiencies (benefits) from share-based payment arrangements
    
    
    132
    
    
    
    (2,881
    )
    
    
    (993
    )Increase from changes, net of acquisitions, in:Accounts receivable
    
    
    56,957
    
    
    
    (7,736
    )
    
    
    14,700Inventories
    
    
    73,994
    
    
    
    (32,418
    )
    
    
    (6,275
    )Other current assets
    
    
    582
    
    
    
    4,182
    
    
    
    1,639Other assets
    
    
    (1,543
    )
    
    
    3,364
    
    
    
    879Prepaid pension costs
    
    
    (913
    )
    
    
    (92
    )
    
    
    6,074Accounts payable
    
    
    (53,232
    )
    
    
    13,844
    
    
    
    (11,008
    )Accrued payroll and employee benefits
    
    
    968
    
    
    
    1,889
    
    
    
    3,085Income taxes payable
    
    
    (22,882
    )
    
    
    6,985
    
    
    
    7,007Accrued liabilities
    
    
    (7,561
    )
    
    
    (7,900
    )
    
    
    1,507Postretirement benefit obligations and other liabilities
    
    
    (873
    )
    
    
    (2,340
    )
    
    
    293Net cash from operating activities
    
    
    53,130
    
    
    
    21,747
    
    
    
    78,666Investing activities:Investments and acquisitions, net of cash acquired
    
    
    
    
    
    
    (26,857
    )
    
    
    (280
    )Capital expenditures
    
    
    (8,749
    )
    
    
    (26,302
    )
    
    
    (20,183
    )Proceeds from sale of fixed assets
    
    
    19
    
    
    
    358
    
    
    
    823Insurance proceeds
    
    
    1,093
    
    
    
    
    
    
    
    Proceeds from sale of subsidiary
    
    
    
    
    
    
    645
    
    
    
    5,707Net cash used in investing activities
    
    
    (7,637
    )
    
    
    (52,156
    )
    
    
    (13,933
    )Financing activities:Short-term (repayments) borrowings, net
    
    
    (17,496
    )
    
    
    12,636
    
    
    
    (104,690
    )Net (repayments) borrowings on long-term revolving lines of credit
    
    
    (2,240
    )
    
    
    29,496
    
    
    
    Repayments of long-term debt
    
    
    (10,715
    )
    
    
    (6,967
    )
    
    
    (35,337
    )Payment of debt issuance fees
    
    
    
    
    
    
    (524
    )
    
    
    (173
    )Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    (345
    )Common stock dividends
    
    
    (1,361
    )
    
    
    (5,401
    )
    
    
    (4,704
    )Proceeds from issuance of common stock, net
    
    
    
    
    
    
    
    
    
    
    92,883Exercise of stock options and other
    
    
    
    
    
    
    450
    
    
    
    552Payment of withholding taxes from share-based incentive issuance
    
    
    
    
    
    
    (6,000
    )
    
    
    Excess tax (benefits) deficiencies from share-based payment arrangements
    
    
    (132
    )
    
    
    2,881
    
    
    
    993Net cash (used in) from financing activities
    
    
    (31,944
    )
    
    
    26,571
    
    
    
    (50,821
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (515
    )
    
    
    (3,855
    )
    
    
    (468
    )Net increase (decrease) in cash and cash equivalents
    
    
    13,034
    
    
    
    (7,693
    )
    
    
    13,444Cash and cash equivalents  beginning of year
    
    
    15,277
    
    
    
    22,970
    
    
    
    9,526Cash and cash equivalents  end of year
    
    $
    28,311
    
    
    $
    15,277
    
    
    $
    22,970
 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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##### Table of Contents



Consolidated Statement of Stockholders Equity
 AccumulatedAdditional
    
    
    
    
    
    
    Deferred
    
    
    OtherCommon
    
    
    Treasury
    
    
    Preferred
    
    
    Common
    
    
    Treasury
    
    
    Paid-in
    
    
    Retained
    
    
    Unearned
    
    
    ComprehensiveShares
    
    
    Shares
    
    
    Stock
    
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Compensation
    
    
    Income
    
    
    TotalBalance at January 1, 2007
    
    
    17,085
    
    
    
    (362
    )
    
    $
    11,239
    
    
    $
    170
    
    
    $
    (6,006
    )
    
    $
    69,775
    
    
    $
    160,625
    
    
    $
    (1,392
    )
    
    $
    (18,504
    )
    
    $
    215,907Comprehensive Income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,806
    
    
    
    
    
    
    
    
    
    
    
    51,806Foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,268
    
    
    
    4,268Defined benefit pension
liability adjustments,
net of tax expense of $10,085
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,734
    
    
    
    15,734Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,808Preferred stock dividend
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (593
    )
    
    
    
    
    
    
    
    
    
    
    (593
    )Common stock dividend
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,704
    )
    
    
    
    
    
    
    
    
    
    
    (4,704
    )Long-term incentive
plan expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,016Conversion of preferred
stock and issuance
of common stock
    
    
    4,801
    
    
    
    
    
    
    
    (11,239
    )
    
    
    53
    
    
    
    
    
    
    
    104,069
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,883Exercise of stock
options and other
    
    
    445
    
    
    
    129
    
    
    
    
    
    
    
    
    
    
    
    2,519
    
    
    
    1,847
    
    
    
    
    
    
    
    1,392
    
    
    
    
    
    
    
    5,758Balance at December 31, 2007
    
    
    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
    )
    
    $
    318,208
 The accompanying notes to consolidated financial statements are an integral part of these
statements.
  36




---



##### Table of Contents



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




---



##### Table of Contents



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 and computer hardware
and maintenance; and
 
    
    Depreciation and amortization expenses, including depreciation for all owned property
and equipment, and amortization of various intangible assets.
 Cash and cash equivalents
 Statement of cash flows
 Year Ended December 31,2009
    
    
    2008
    
    
    2007Non-cash investing and financing activities:Capital expenditures financed by accounts payable
    
    $
    26
    
    
    $
    1,490
    
    
    $
    883Capital obligation for Metals U.K. Group acquisition
    
    
    
    
    
    
    
    
    
    
    1,298Shares of treasury stock contributed to profit sharing plan
    
    
    
    
    
    
    
    
    
    
    2,958Preferred dividends in shares of common stock
    
    
    
    
    
    
    
    
    
    
    248Cash paid during the year for:Interest
    
    $
    5,574
    
    
    $
    7,544
    
    
    $
    13,423Income taxes
    
    
    10,762
    
    
    
    29,153
    
    
    
    36,675
 Inventories
  38




---



##### Table of Contents



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
  Long-lived assets
  39




---



##### Table of Contents



Goodwill and intangible assets  st
     Income taxes
  40




---



##### Table of Contents



Foreign currency translation
 Earnings per share
 2009
    
    
    2008
    
    
    2007Numerator:Net (loss) income
    
    $
    (26,903
    )
    
    $
    (17,082
    )
    
    $
    51,806Preferred dividends distributed
    
    
    
    
    
    
    
    
    
    
    (593
    )Undistributed (losses) earnings
    
    $
    (26,903
    )
    
    $
    (17,082
    )
    
    $
    51,213Undistributed (losses) earnings attributable to:Common stockholders
    
    $
    (26,903
    )
    
    $
    (17,082
    )
    
    $
    49,981Preferred stockholders, as if converted
    
    
    
    
    
    
    
    
    
    
    1,232Total undistributed (losses) earnings
    
    $
    (26,903
    )
    
    $
    (17,082
    )
    
    $
    51,213Denominator:Denominator for basic earnings per share:Weighted average common shares outstanding
    
    
    22,862
    
    
    
    22,528
    
    
    
    20,060Effect of dilutive securities:Outstanding common stock options, restricted
stock and other share-based awards
    
    
    
    
    
    
    
    
    
    
    756Convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    732Denominator for diluted earnings per share
    
    
    22,862
    
    
    
    22,528
    
    
    
    21,548Basic (loss) earnings per share
    
    $
    (1.18
    )
    
    $
    (0.76
    )
    
    $
    2.49Diluted (loss) earnings per share
    
    $
    (1.18
    )
    
    $
    (0.76
    )
    
    $
    2.41Excluded outstanding common stock options
having an anti-dilutive effect
    
    
    239
    
    
    
    246
    
    
    
    
  41




---



##### Table of Contents



Concentrations
 Share-based compensation 
   42




---



##### Table of Contents



Fair Value of Financial Instruments
 Level 1
 Level 2
 Level 3
 New Accounting Standards
 Standards Adopted
 Note 5
  Note 9
    43




---



##### Table of Contents



Standards Issued Not Yet Adopted
  (2) Acquisitions and Divestitures
 Acquisitions
 Metals U.K. Group
    Transtar Intermediate Holdings #2, Inc.
    Divestiture
 Metal Mart LLC
   44




---



##### Table of Contents



(3) Segment Reporting
    Note 1
  2009
    
    
    2008
    
    
    2007Net salesUnited States
    
    $
    673,918
    
    
    $
    1,236,355
    
    
    $
    1,245,943All other countries
    
    
    138,720
    
    
    
    264,681
    
    
    
    174,410Total
    
    $
    812,638
    
    
    $
    1,501,036
    
    
    $
    1,420,353Long-lived assetsUnited States
    
    $
    73,897
    
    
    $
    78,911All other countries
    
    
    8,856
    
    
    
    9,379Total
    
    $
    82,753
    
    
    $
    88,290
  45




---



##### Table of Contents



OperatingNet
    
    
    Income
    
    
    Total
    
    
    Capital
    
    
    Depreciation &Sales
    
    
    (Loss)
    
    
    Assets
    
    
    Expenditures
    
    
    Amortization2009Metals 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
    
    
    $
    23,3272007Metals segment
    
    $
    1,304,713
    
    
    $
    94,235
    
    
    $
    607,993
    
    
    $
    17,537
    
    
    $
    18,988Plastics segment
    
    
    115,640
    
    
    
    4,989
    
    
    
    51,592
    
    
    
    2,646
    
    
    
    1,189Other
    
    
    
    
    
    
    (8,549
    )
    
    
    17,419
    
    
    
    
    
    
    
    Consolidated
    
    $
    1,420,353
    
    
    $
    90,675
    
    
    $
    677,004
    
    
    $
    20,183
    
    
    $
    20,177
  (4) Lease Agreements
   Capital
    
    
    Operating2010
    
    $
    588
    
    
    $
    12,0522011
    
    
    350
    
    
    
    11,6142012
    
    
    152
    
    
    
    11,0822013
    
    
    84
    
    
    
    8,8932014
    
    
    18
    
    
    
    6,317Later years
    
    
    
    
    
    
    17,030Total future minimum rental payments
    
    $
    1,192
    
    
    $
    66,988
     46




---



##### Table of Contents



(5) Employee Benefit Plans
 Pension Plans
     :
 2009
    
    
    2008
    
    
    2007Service cost
    
    $
    617
    
    
    $
    2,057
    
    
    $
    3,562Interest cost
    
    
    7,511
    
    
    
    7,216
    
    
    
    7,424Expected return on assets
    
    
    (9,010
    )
    
    
    (11,124
    )
    
    
    (10,080
    )Amortization of prior service cost
    
    
    240
    
    
    
    245
    
    
    
    58Amortization of actuarial loss
    
    
    151
    
    
    
    351
    
    
    
    3,153Net periodic pension (credit) cost,
excluding impact of curtailment
    
    $
    (491
    )
    
    $
    (1,255
    )
    
    $
    4,117
   47




---



##### Table of Contents



:
 2009
    
    
    2008Change in projected benefit obligation:Projected benefit obligation at beginning of year
    
    $
    123,208
    
    
    $
    117,949Service cost
    
    
    617
    
    
    
    2,057Interest cost
    
    
    7,511
    
    
    
    7,216Curtailments
    
    
    
    
    
    
    (1,962
    )Plan change
    
    
    
    
    
    
    1,891Benefit payments
    
    
    (5,744
    )
    
    
    (5,562
    )Actuarial loss
    
    
    7,168
    
    
    
    1,619Projected benefit obligation at end of year
    
    $
    132,760
    
    
    $
    123,208Change in plan assets:Fair value of plan assets at beginning of year
    
    $
    145,572
    
    
    $
    137,314Actual return on assets
    
    
    8,109
    
    
    
    13,655Employer contributions
    
    
    215
    
    
    
    165Benefit payments
    
    
    (5,744
    )
    
    
    (5,562
    )Fair value of plan assets at end of year
    
    $
    148,152
    
    
    $
    145,572Funded status  net prepaid
    
    $
    15,392
    
    
    $
    22,364Amounts recognized in the consolidated balance sheets consist of:Prepaid pension cost
    
    $
    19,913
    
    
    $
    26,615Accrued liabilities
    
    
    (206
    )
    
    
    (216
    )Pension and postretirement benefit obligations
    
    
    (4,315
    )
    
    
    (4,035
    )Net amount recognized
    
    $
    15,392
    
    
    $
    22,364Pre-tax components of accumulated other comprehensive income
(loss):Unrecognized actuarial loss
    
    $
    (15,717
    )
    
    $
    (7,799
    )Unrecognized prior service cost
    
    
    (1,679
    )
    
    
    (1,918
    )Total
    
    $
    (17,396
    )
    
    $
    (9,717
    )Accumulated benefit obligation
    
    $
    132,349
    
    
    $
    123,085
   2009
    
    
    2008Discount rate
    
    
    5.75
    %
    
    
    6.25
    %Projected annual salary increases
    
    
    0-3.00
    
    
    
    0-3.00
  2009
    
    
    2008
    
    
    2007Discount rate
    
    
    6.25
    %
    
    
    6.25
    %
    
    
    5.75
    %Expected long-term rate of return on plan assets
    
    
    6.50
    
    
    
    8.75
    
    
    
    8.75Projected annual salary increases
    
    
    0-3.00
    
    
    
    0-4.00
    
    
    
    4.00
   48




---



##### Table of Contents



2009
    
    
    2008Debt securities
    
    
    96
    %
    
    
    87
    %Real estate
    
    
    3
    %
    
    
    5
    %Other
    
    
    1
    %
    
    
    8
    %100
    %
    
    
    100
    %
   Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalDebt 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  Real EstateFair value as of December 31, 2008
    
    $
    7,319Income earned, net
    
    
    11Unrealized loss
    
    
    (2,467
    )Fair value as of December 31, 2009
    
    $
    4,863
  2010
    
    $
    6,4962011
    
    
    6,6202012
    
    
    7,0082013
    
    
    7,4482014
    
    
    7,7652015 2019
    
    
    45,849
 Postretirement Plan
   49




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##### Table of Contents



:
 2009
    
    
    2008
    
    
    2007Service cost
    
    $
    169
    
    
    $
    151
    
    
    $
    176Interest cost
    
    
    224
    
    
    
    207
    
    
    
    220Amortization of prior service cost
    
    
    47
    
    
    
    47
    
    
    
    47Amortization of actuarial gain
    
    
    (16
    )
    
    
    (18
    )
    
    
    (5
    )Net periodic postretirement benefit cost
    
    $
    424
    
    
    $
    387
    
    
    $
    438
  :
 2009
    
    
    2008Change in accumulated postretirement benefit obligations:Accumulated postretirement benefit obligation at beginning of year
    
    $
    3,687
    
    
    $
    3,416Service cost
    
    
    169
    
    
    
    151Interest cost
    
    
    224
    
    
    
    207Benefit payments
    
    
    (129
    )
    
    
    (126
    )Actuarial (gain) loss
    
    
    (32
    )
    
    
    39Accumulated postretirement benefit obligation at end of year
    
    $
    3,919
    
    
    $
    3,687Funded status  net liability
    
    $
    (3,919
    )
    
    $
    (3,687
    )Amounts recognized in the consolidated balance sheets consist of:Accrued liabilities
    
    $
    (206
    )
    
    $
    (189
    )Pension and postretirement benefit obligations
    
    
    (3,713
    )
    
    
    (3,498
    )Net amount recognized
    
    $
    (3,919
    )
    
    $
    (3,687
    )Pre-tax components of accumulated other comprehensive income (loss):Unrecognized actuarial gain
    
    $
    515
    
    
    $
    499Unrecognized prior service cost
    
    
    (28
    )
    
    
    (76
    )Total
    
    $
    487
    
    
    $
    423
  2009
    
    
    2008
    
    
    2007Medical cost trend rate
    
    
    9.00
    %
    
    
    10.00
    %
    
    
    11.00
    %Ultimate medical cost trend rate
    
    
    5.00
    
    
    
    5.00
    
    
    
    5.00Year ultimate medical cost trend rate will be reached
    
    
    2013
    
    
    
    2013
    
    
    
    2013
   50




---



##### Table of Contents



Retirement Savings Plan
    2009
    
    
    2008
    
    
    2007Supplemental contributions and 401(k) match
    
    $
    2,060
    
    
    $
    3,161
    
    
    $
    3,939
 (6)
    
    Joint Venture   2009
    
    
    2008
    
    
    2007Equity in earnings of joint venture
    
    $
    402
    
    
    $
    8,849
    
    
    $
    5,324Investment in joint venture
    
    
    23,468
    
    
    
    23,340
    
    
    
    17,419Sales to joint venture
    
    
    486
    
    
    
    568
    
    
    
    642Purchases from joint venture
    
    
    118
    
    
    
    1,040
    
    
    
    565
  2009
    
    
    2008
    
    
    2007Revenues
    
    $
    108,963
    
    
    $
    221,753
    
    
    $
    164,297Net income
    
    
    803
    
    
    
    17,698
    
    
    
    10,647Current assets
    
    
    50,604
    
    
    
    64,550
    
    
    
    56,149Non-current assets
    
    
    17,661
    
    
    
    19,184
    
    
    
    18,137Current liabilities
    
    
    19,852
    
    
    
    34,864
    
    
    
    37,354Non-current liabilities
    
    
    3,137
    
    
    
    3,428
    
    
    
    3,275Members equity
    
    
    45,275
    
    
    
    45,442
    
    
    
    33,657Capital expenditures (a)
    
    
    249
    
    
    
    2,628
    
    
    
    7,999Depreciation and amortization
    
    
    1,830
    
    
    
    1,597
    
    
    
    1,236
 (a)
    
    Includes purchase of Special Metals Inc. in April 2007.  51




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##### Table of Contents



(7)
    
    Income Taxes  2009
    
    
    2008
    
    
    2007U.S
    
    $
    (40,465
    )
    
    $
    (13,425
    )
    
    $
    65,516Non-U.S.
    
    
    (3,104
    )
    
    
    8,184
    
    
    
    12,260
  2009
    
    
    2008
    
    
    2007Federal  current
    
    $
    (27,641
    )
    
    $
    25,943
    
    
    $
    34,082 deferred
    
    
    14,611
    
    
    
    (11,025
    )
    
    
    (11,515
    )State  current
    
    
    (752
    )
    
    
    2,827
    
    
    
    5,194 deferred
    
    
    (1,396
    )
    
    
    (2,381
    )
    
    
    (527
    )Foreign  current
    
    
    970
    
    
    
    5,498
    
    
    
    5,166 deferred
    
    
    (2,056
    )
    
    
    (172
    )
    
    
    (1,106
    )$
    (16,264
    )
    
    $
    20,690
    
    
    $
    31,294
  2009
    
    
    2008
    
    
    2007Federal income tax at statutory rates
    
    $
    (15,248
    )
    
    $
    (1,834
    )
    
    $
    27,220State income taxes, net of federal income tax benefits
    
    
    (1,561
    )
    
    
    95
    
    
    
    3,050Federal and state income tax on joint venture
    
    
    154
    
    
    
    3,460
    
    
    
    2,071Impairment of goodwill
    
    
    475
    
    
    
    20,601
    
    
    
    Rate differential on foreign income
    
    
    
    
    
    
    (1,253
    )
    
    
    (231
    )Other
    
    
    (84
    )
    
    
    (379
    )
    
    
    (816
    )Income tax (benefit) expense
    
    $
    (16,264
    )
    
    $
    20,690
    
    
    $
    31,294Effective income tax expense rate
    
    
    37.3
    %
    
    
    (394.8
    %)
    
    
    40.2
    %
  2009
    
    
    2008Deferred tax liabilities:Depreciation
    
    $
    7,895
    
    
    $
    6,783Inventory
    
    
    13,249
    
    
    
    Pension
    
    
    7,480
    
    
    
    10,259Intangible assets and goodwill
    
    
    23,510
    
    
    
    25,895Postretirement benefits
    
    
    
    
    
    
    Total deferred tax liabilities
    
    $
    52,134
    
    
    $
    42,937Deferred tax assets:Postretirement benefits
    
    $
    3,102
    
    
    $
    2,945Inventory
    
    
    
    
    
    
    275Deferred compensation
    
    
    637
    
    
    
    2,267Deferred gain
    
    
    950
    
    
    
    1,314Impairments
    
    
    803
    
    
    
    1,918Net operating loss carryforward
    
    
    3,713
    
    
    
    Other, net
    
    
    1,191
    
    
    
    720Total deferred tax assets
    
    $
    10,396
    
    
    $
    9,439Net deferred tax liabilities
    
    $
    41,738
    
    
    $
    33,498
  52




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##### Table of Contents



2009
    
    
    2008
    
    
    2007Balance as of January 1
    
    $
    2,273
    
    
    $
    1,754
    
    
    $
    931Increases (decreases) in unrecognized tax benefits:Due to tax positions taken in prior years
    
    
    272
    
    
    
    169
    
    
    
    563Due to tax positions taken during the current year
    
    
    
    
    
    
    350
    
    
    
    260Due to settlement with tax authorities
    
    
    (1,187
    )
    
    
    
    
    
    
    Due to expiration of statute
    
    
    (632
    )
    
    
    
    
    
    
    Balance as of December 31
    
    $
    726
    
    
    $
    2,273
    
    
    $
    1,754
     53




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##### Table of Contents



(8) Goodwill and Intangible Assets
  2009
    
    
    2008Metals
    
    
    Plastics
    
    
    
    
    
    
    Metals
    
    
    PlasticsSegment
    
    
    Segment
    
    
    Total
    
    
    Segment
    
    
    Segment
    
    
    TotalBalance as of January 1Goodwill
    
    $
    97,208
    
    
    $
    12,973
    
    
    $
    110,181
    
    
    $
    88,567
    
    
    $
    12,973
    
    
    $
    101,540Accumulated impairment losses
    
    
    (58,860
    )
    
    
    
    
    
    
    (58,860
    )
    
    
    
    
    
    
    
    
    
    
    38,348
    
    
    
    12,973
    
    
    
    51,321
    
    
    
    88,567
    
    
    
    12,973
    
    
    
    101,540Acquisition
of Metals U.K.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,404
    
    
    
    
    
    
    
    12,404Transtar purchase price adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (244
    )
    
    
    
    
    
    
    (244
    )Impairment losses
    
    
    (1,357
    )
    
    
    
    
    
    
    (1,357
    )
    
    
    (58,860
    )
    
    
    
    
    
    
    (58,860
    )Currency valuation
    
    
    108
    
    
    
    
    
    
    
    108
    
    
    
    (3,519
    )
    
    
    
    
    
    
    (3,519
    )Balance as of December 31Goodwill
    
    
    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
    
    
    $
    51,321
 st
     54




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##### Table of Contents



2009
    
    
    2008Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationCustomer relationships
    
    $
    69,549
    
    
    $
    21,435
    
    
    $
    69,292
    
    
    $
    14,729Non-compete agreements
    
    
    2,938
    
    
    
    2,477
    
    
    
    2,805
    
    
    
    1,626Trade name
    
    
    378
    
    
    
    378
    
    
    
    378
    
    
    
    378Total
    
    $
    72,865
    
    
    $
    24,290
    
    
    $
    72,475
    
    
    $
    16,733
    2010
    
    $
    7,1152011
    
    
    6,6342012
    
    
    6,1442013
    
    
    6,1442014
    
    
    6,144
 9) Debt
  2009
    
    
    2008SHORT-TERM DEBTU.S. Revolver A (a)
    
    $
    5,000
    
    
    $
    18,000Foreign
    
    
    
    
    
    
    3,200Trade acceptances (c)
    
    
    8,720
    
    
    
    9,997Total short-term debt
    
    
    13,720
    
    
    
    31,197LONG-TERM DEBT6.76% insurance company loan due in scheduled installments through 2015 (b)
    
    
    50,026
    
    
    
    56,816U.S. Revolver B (a)
    
    
    24,246
    
    
    
    24,018Industrial development revenue bonds at a 1.554% weighted average rate, due in 2009
    
    
    
    
    
    
    3,500Other, primarily capital leases
    
    
    1,192
    
    
    
    1,522Total long-term debt
    
    
    75,464
    
    
    
    85,856Less current portion
    
    
    (7,778
    )
    
    
    (10,838
    )Total long-term portion
    
    
    67,686
    
    
    
    75,018TOTAL SHORT-TERM AND LONG-TERM DEBT
    
    $
    89,184
    
    
    $
    117,053
 (a)
    
    On January 2, 2008, the Company and its Canadian, U.K. and material domestic subsidiaries
entered into a First Amendment to its Amended and Restated Credit Agreement (the 2008 Senior
Credit Facility) dated as of September 5, 2006 with its lending syndicate. The 2008 Senior Credit
Facility provides a $230,000 five-year secured revolver. The facility consists of (i) a $170,000
revolving A loan (the U.S. Revolver A), (ii) a $50,000 multicurrency revolving B loan (the
U.S. Revolver B and with the U.S. Revolver A, the U.S. Facility), and (iii) a Canadian dollar
(Cdn.) $9,800 revolving loan (corresponding to $10,000 in U.S. dollars as of the amendment
closing date; availability expressed in U.S. dollars changes based on movement in the exchange rate
between the Canadian dollar and U.S. dollar) (the Canadian Facility). In addition, the maturity
date of the 2008 Senior Credit Facility was extended to January 2, 2013. The obligations of the
U.K. subsidiary under the U.S. Revolver B are guaranteed by the Company and its material domestic
subsidiaries (the Guarantee Subsidiaries) pursuant to a U.K. Guarantee Agreement entered into by
the Company and the Guarantee Subsidiaries on January 2, 2008.  55




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56




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##### Table of Contents



(b)
    
    On November 17, 2005, the Company entered into a ten year note agreement (the Note
Agreement) with an insurance company and its affiliate pursuant to which the Company issued and
sold $75,000 aggregate principal amount of the Companys 6.26% senior secured notes due in
scheduled installments through November 17, 2015 (the Notes). On January 2, 2008, the Company
and its material domestic subsidiaries entered into a Second Amendment with its insurance company
and affiliate to amend the covenants on the Notes so as to be substantially the same as the 2008
Senior Credit Facility.    c)
    
    A trade acceptance is a form of debt instrument having a definite maturity and obligation to pay
and which has been accepted by an acknowledgement by the company upon whom it is drawn. At
December 31, 2009, the Company had $8,720 in outstanding trade acceptances with varying maturity
dates ranging up to 120 days. The weighted average interest rate was 2.28% for the year ended
December 31, 2009. d)
    
    The industrial revenue bonds are based on an adjustable rate bond structure and are backed by a
letter of credit. The bonds were repaid upon maturity in November 2009.  2010
    
    $
    7,7782011
    
    
    7,9642012
    
    
    8,2162013
    
    
    32,8692014
    
    
    9,0612015 and beyond
    
    
    9,576Total debt
    
    $
    75,464
    57




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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
    
    
    2,000
  Stock Options
  WeightedAverageShares
    
    
    Exercise PriceStock options outstanding at January 1, 2009
    
    
    246
    
    
    $
    11.49Expired
    
    
    (7
    )
    
    
    15.22Stock options outstanding at December 31, 2009
    
    
    239
    
    
    
    11.37Stock options vested or expected to vest as of December 31, 2009
    
    
    239
  58




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##### Table of Contents



Restricted Stock
   Weighted-AverageGrant DateRestricted Stock
    
    Shares
    
    
    Fair ValueNon-vested shares outstanding at January 1, 2009
    
    
    68
    
    
    $
    26.23Granted
    
    
    267
    
    
    
    8.14Forfeited
    
    
    (14
    )
    
    
    18.29Vested
    
    
    (59
    )
    
    
    25.21Non-vested shares outstanding at December 31, 2009
    
    
    262
    
    
    
    10.76Non-vested shares expected to vest as of December 31, 2009
    
    
    230
    
    
    
    11.21
  Deferred Compensation Plan
  Long-Term Incentive Plans
   59




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##### Table of Contents



2005 Plan
  Estimated Number of
    
    
    Maximum Number ofPerformance Shares to
    
    
    Performance Shares thatPlan Year
    
    Grant Date Fair Value
    
    
    be Issued
    
    
    could Potentially be Issued2007
    
    $
    25.45 - $34.33
    
    
    
    
    
    
    
    1742008
    
    $
    22.90 - $28.17
    
    
    
    
    
    
    
    3662009
    
    $
    5.66
    
    
    
    
    
    
    
    708
 (11)
    
    Common and Preferred Stock    (12) Commitments and Contingent Liabilities
   60




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##### Table of Contents



(13) Accumulated Other Comprehensive Income (Loss)
  2009
    
    
    2008Foreign currency translation (losses) gains
    
    $
    (3,214
    )
    
    $
    (5,793
    )Unrecognized pension and postretirement benefit
costs, net of tax
    
    
    (10,314
    )
    
    
    (5,669
    )Total accumulated other comprehensive (loss) income
    
    $
    (13,528
    )
    
    $
    (11,462
    )
 (14)
    
    Selected Quarterly Data (Unaudited) First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter2009Net 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
    
    
    $
    
    
    
    $
    
    
    
    $
    2008Net sales
    
    $
    393,479
    
    
    $
    397,115
    
    
    $
    388,898
    
    
    $
    321,544Gross profit (a)
    
    
    57,799
    
    
    
    53,761
    
    
    
    55,004
    
    
    
    32,979Net income (loss)
    
    
    13,814
    
    
    
    11,251
    
    
    
    11,478
    
    
    
    (53,625
    )Basic earnings (loss) per share
    
    $
    0.62
    
    
    $
    0.50
    
    
    $
    0.51
    
    
    $
    (2.37
    )Diluted earnings (loss) per share
    
    $
    0.62
    
    
    $
    0.49
    
    
    $
    0.50
    
    
    $
    (2.37
    )Common stock dividends declared
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    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 LLP

Deloitte & Touche LLPChicago, IllinoisMarch 12, 2010
  62




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##### Table of Contents



Kreher Steel Company, LLC and Subsidiaries
CONSOLIDATED BALANCE SHEETS

December 31,
 2009
    
    
    2008ASSETSCurrent assetsCash
    
    $
    3,934,250
    
    
    $
    2,821,707Accounts receivable (net of allowance for
doubtful accounts of approximately
$1,308,000 in 2009 and $980,000 in 2008)
    
    
    15,678,678
    
    
    
    19,818,403Inventory, net
    
    
    30,090,474
    
    
    
    41,187,729Deferred taxes
    
    
    67,793
    
    
    
    94,853Prepaid expenses and other current assets
    
    
    832,906
    
    
    
    626,887Total current assets
    
    
    50,604,101
    
    
    
    64,549,579Property and equipmentLand and building
    
    
    10,261,955
    
    
    
    10,261,955Machinery and equipment
    
    
    10,222,135
    
    
    
    10,132,795Furniture, fixtures and office equipment
    
    
    1,644,648
    
    
    
    1,595,975Automobiles and trucks
    
    
    673,517
    
    
    
    597,116Leasehold improvements
    
    
    1,450,728
    
    
    
    1,440,950Construction in progress
    
    
    102,052
    
    
    
    118,67524,355,035
    
    
    
    24,147,466Less accumulated depreciation and amortization
    
    
    11,154,899
    
    
    
    9,560,391Property and equipment, net
    
    
    13,200,136
    
    
    
    14,587,075Deferred financing costs, net of amortization
    
    
    154,559
    
    
    
    171,036Goodwill
    
    
    3,525,247
    
    
    
    3,467,589Intangible assets, net
    
    
    711,849
    
    
    
    889,341Other assets
    
    
    69,042
    
    
    
    69,043$
    68,264,934
    
    
    $
    83,733,663
  63




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##### Table of Contents



Kreher Steel Company, LLC and Subsidiaries
CONSOLIDATED BALANCE SHEETS  CONTINUED
December 31,
 2009
    
    
    2008LIABILITIES AND MEMBERS CAPITALCurrent liabilitiesRevolving line of credit
    
    $
    2,000,000
    
    
    $
    16,742,000Current portion of long-term debt
    
    
    360,000
    
    
    
    350,000Accounts payable
    
    
    15,454,716
    
    
    
    14,626,491Accrued expenses
    
    
    2,037,709
    
    
    
    3,145,453Total current liabilities
    
    
    19,852,425
    
    
    
    34,863,944Deferred taxes, non-current
    
    
    572,139
    
    
    
    502,350Long-term debt, less current portion
    
    
    2,565,000
    
    
    
    2,925,000Members capital
    
    
    45,275,370
    
    
    
    45,442,369$
    68,264,934
    
    
    $
    83,733,663
  64




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##### Table of Contents



Kreher Steel Company, LLC and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME 

Years ended December 31,
 2009
    
    
    2008
    
    
    2007Sales
    
    $
    108,962,595
    
    
    $
    221,753,376
    
    
    $
    164,297,352Cost of sales
    
    
    96,729,967
    
    
    
    184,200,748
    
    
    
    137,594,872Gross profit
    
    
    12,232,628
    
    
    
    37,552,628
    
    
    
    26,702,480Operating expensesSelling
    
    
    5,073,960
    
    
    
    7,498,339
    
    
    
    5,813,848General and administrative
    
    
    6,611,907
    
    
    
    9,501,864
    
    
    
    7,630,401Total operating expenses
    
    
    11,685,867
    
    
    
    17,000,203
    
    
    
    13,444,249Income from operations
    
    
    546,761
    
    
    
    20,552,425
    
    
    
    13,258,231Interest expense
    
    
    270,460
    
    
    
    992,278
    
    
    
    1,458,732Interest income
    
    
    (930
    )
    
    
    (14,667
    )
    
    
    (64,452
    )Other income
    
    
    (210,973
    )
    
    
    (222,871
    )
    
    
    (153,932
    )Net income before taxes
    
    
    488,204
    
    
    
    19,797,685
    
    
    
    12,017,883(Benefit) provision for income
taxes
    
    
    (314,827
    )
    
    
    2,103,369
    
    
    
    1,371,000NET INCOME
    
    $
    803,031
    
    
    $
    17,694,316
    
    
    $
    10,646,883
  65




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##### Table of Contents



Kreher Steel Company, LLC and Subsidiaries
CONSOLIDATED STATEMENT OF MEMBERS CAPITAL Three years ended
December 31, 2009
 Balance at January 1, 2007, 400 units
    
    $
    26,098,871Net income
    
    
    10,646,883Distributions
    
    
    (3,089,090
    )Balance at December 31, 2007, 400 units
    
    
    33,656,664Net income
    
    
    17,694,316Distributions
    
    
    (5,908,611
    )Balance at December 31, 2008, 400 units
    
    
    45,442,369Net income
    
    
    803,031Distributions
    
    
    (970,030
    )Balance at December 31, 2009, 400 units
    
    $
    45,275,370
  66




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##### Table of Contents



Kreher Steel Company, LLC and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31,
 2009
    
    
    2008
    
    
    2007Cash flows from operating activitiesNet income
    
    $
    803,031
    
    
    $
    17,694,316
    
    
    $
    10,646,883Adjustments to reconcile net income to net cash
provided by operating activitiesDepreciation and amortization
    
    
    1,830,044
    
    
    
    1,597,068
    
    
    
    1,235,551Deferred taxes
    
    
    96,849
    
    
    
    91,297
    
    
    
    Bad debt expense
    
    
    326,291
    
    
    
    321,903
    
    
    
    (92,783
    )Gain on retirement of property and equipment
    
    
    
    
    
    
    (8,000
    )
    
    
    (7,500
    )Changes in assets and liabilities, net of assets and
liabilities acquired in business acquisitionAccounts receivable
    
    
    3,813,434
    
    
    
    (2,024,864
    )
    
    
    (1,394,962
    )Inventory
    
    
    11,097,255
    
    
    
    (4,638,275
    )
    
    
    (7,856,257
    )Prepaid expenses and other assets
    
    
    (263,676
    )
    
    
    (220,351
    )
    
    
    30,339Accounts payable
    
    
    828,225
    
    
    
    724,075
    
    
    
    (2,599,372
    )Accrued expenses
    
    
    (1,107,744
    )
    
    
    (2,549
    )
    
    
    365,939Net cash provided by operating activities
    
    
    17,423,709
    
    
    
    13,534,620
    
    
    
    327,838Cash flows from investing activitiesPurchases of Special Metals, Inc., net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (4,311,853
    )Purchase of property and equipment
    
    
    (249,136
    )
    
    
    (2,627,651
    )
    
    
    (3,686,845
    )Proceeds from sale of property and equipment
    
    
    
    
    
    
    8,000
    
    
    
    7,500Net cash used in investing activities
    
    
    (249,136
    )
    
    
    (2,619,651
    )
    
    
    (7,991,198
    )Cash flows from financing activitiesNet (decrease) increase in line of credit
    
    
    (14,742,000
    )
    
    
    (3,188,000
    )
    
    
    9,611,326Repayment of long-term debt
    
    
    (350,000
    )
    
    
    (340,000
    )
    
    
    (760,000
    )Decrease in restricted cash
    
    
    
    
    
    
    310,588
    
    
    
    2,393,648Distributions to members
    
    
    (970,030
    )
    
    
    (5,908,611
    )
    
    
    (3,089,090
    )Net cash (used in) provided by financing activities
    
    
    (16,062,030
    )
    
    
    (9,126,023
    )
    
    
    8,155,884Net increase in cash
    
    
    1,112,543
    
    
    
    1,788,946
    
    
    
    492,524Cash at beginning of year
    
    
    2,821,707
    
    
    
    1,032,761
    
    
    
    540,237Cash at end of year
    
    $
    3,934,250
    
    
    $
    2,821,707
    
    
    $
    1,032,761Supplemental disclosures of cash flow informationCash paid (received) during the year forInterest
    
    $
    207,159
    
    
    $
    1,011,020
    
    
    $
    1,423,837Income taxes, net of refunds
    
    
    (5,001
    )
    
    
    2,242,574
    
    
    
    1,329,089Purchase price adjustment from the acquisition of Special Metals,
Inc.
to increase goodwill and decrease prepaid income taxes
    
    $
    57,658
    
    
    $
    
    
    
    $
    Purchase price adjustment from the acquisition of Special Metals,
Inc.
to increase goodwill and deferred tax liability
    
    $
    
    
    
    $
    355,736
    
    
    $
    
  67




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##### Table of Contents



NOTE A  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Description of Company
   Principles of Consolidation
  Use of Estimates
  Cash and Cash Equivalents
  Shipping and Handling Fees
  Financial Instruments and Risk Management
      68




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##### Table of Contents



Inventory
  Property and Equipment
   Asset description
    
    LifeFurniture and fixtures
    
    5
    -
    7 yearsOffice equipment
    
    5
    -
    7 yearsMachinery and equipment
    
    7
    -
    10 yearsAutomobiles and trucks
    
    3
    -
    5 yearsBuilding and leasehold improvements
    
    7
    -
    35 years
  Long-Lived Assets
  Goodwill and Intangible Assets
     69




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##### Table of Contents



Revenue Recognition
  Accounts Receivable
  Economic Dependency  Major Suppliers
  Deferred Financing Costs
  Income Taxes
   Advertising Costs
   70




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##### Table of Contents



NOTE B  INTANGIBLE ASSETS AND GOODWILL
  Weighted-averageAsset description
    
    useful lifeNon-competition agreement
    
    4 yearsNon-contractual customer relationships
    
    8 years
   2009
    
    
    2008Intangible assetsFinite lifeNon-compete agreements
    
    $
    220,000
    
    
    $
    220,000Non-contractual customer relationships
    
    
    980,000
    
    
    
    980,0001,200,000
    
    
    
    1,200,000Less accumulated amortization
    
    
    488,151
    
    
    
    310,659Net intangible assets
    
    $
    711,849
    
    
    $
    889,341
  Years ending December 31,2010
    
    $
    177,4922011
    
    
    136,2452012
    
    
    122,4962013
    
    
    122,4962014
    
    
    122,496Thereafter
    
    
    30,624
   71




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##### Table of Contents



Balance as of January 1, 2008
    
    $
    3,111,853Plus purchase price adjustment
    
    
    355,736Balance as of December 31, 2008
    
    
    3,467,589Plus final purchase price adjustment
    
    
    57,658Balance as of December 31, 2009
    
    $
    3,525,247
 NOTE C  TRANSACTIONS WITH AFFILIATES
    NOTE D  ALLOWANCE FOR DOUBTFUL ACCOUNTS
  2009
    
    
    2008Beginning balance
    
    $
    980,000
    
    
    $
    690,000Bad debt expense
    
    
    326,291
    
    
    
    321,903Recoveries
    
    
    7,414
    
    
    
    7,289Accounts written off
    
    
    (5,578
    )
    
    
    (39,192
    )Total allowance for doubtful accounts
    
    $
    1,308,127
    
    
    $
    980,000
  72




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##### Table of Contents



NOTE E  NOTES PAYABLE
  2009
    
    
    2008Revolving lines of credit
    
    $
    2,000,000
    
    
    $
    16,742,000Michigan Strategic Fund Limited Obligation Revenue Bonds (2000)
    
    $
    1,085,000
    
    
    $
    1,145,000Michigan Strategic Fund Limited Obligation Revenue Bonds (2006)
    
    
    1,840,000
    
    
    
    2,130,000Total notes payable
    
    
    2,925,000
    
    
    
    3,275,000Current portion of long-term debt
    
    
    360,000
    
    
    
    350,000Long-term debt
    
    $
    2,565,000
    
    
    $
    2,925,000
        73




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##### Table of Contents



Years ending December 31,2010
    
    $
    360,0002011
    
    
    370,0002012
    
    
    170,0002013
    
    
    180,0002014
    
    
    195,000Thereafter
    
    
    1,650,000Total
    
    $
    2,925,000
 NOTE F  INCOME TAXES
   2009
    
    
    2008Deferred tax assetsAccounts receivable and inventory reserves
    
    $
    67,793
    
    
    $
    94,853Total deferred tax assets
    
    
    67,793
    
    
    
    94,853Deferred tax liabilitiesAmortization of intangibles
    
    
    (284,739
    )
    
    
    (355,736
    )Depreciation and other
    
    
    (287,400
    )
    
    
    (146,614
    )Total deferred tax liabilities
    
    
    (572,139
    )
    
    
    (502,350
    )Total net deferred tax liabilities
    
    $
    (504,346
    )
    
    $
    (407,497
    )
  2009
    
    
    2008Net current assets
    
    $
    67,793
    
    
    $
    94,853Net long-term liabilities
    
    
    (572,139
    )
    
    
    (502,350
    )Total deferred tax (liabilities) assets
    
    $
    (504,346
    )
    
    $
    (407,497
    )
  74




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##### Table of Contents



2009
    
    
    2008
    
    
    2007CurrentFederal
    
    $
    (405,518
    )
    
    $
    1,772,096
    
    
    $
    1,173,106State
    
    
    (6,158
    )
    
    
    239,976
    
    
    
    197,894Deferred
    
    
    96,849
    
    
    
    91,297
    
    
    
    Total income tax (benefit) expense
    
    $
    (314,827
    )
    
    $
    2,103,369
    
    
    $
    1,371,000
  NOTE G
 COMMITMENTS
 Rental Commitments
  Years ending December 31,2010
    
    $
    682,5372011
    
    
    573,2722012
    
    
    480,3182013
    
    
    356,6822014 and thereafter
    
    
    
 Self-Insurance
   NOTE H  EMPLOYEE BENEFIT PLAN
   75




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##### Table of Contents



NOTE I  CONTINGENCIES
  NOTE J  MEMBERS CAPITAL
  NOTE K  SUBSEQUENT EVENTS
   76




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##### Table of Contents



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
    /s/ GRANT THORNTON LLPGRANT THORNTON LLP
 
  77




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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
       78




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##### Table of Contents



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

Deloitte & Touche LLPChicago, IllinoisMarch 12, 2010
  79




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##### Table of Contents



Change in Internal Control Over Financial Reporting
  
 Item 9B   Other Information
   80




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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
   81




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##### Table of Contents



PART IV
 
 ITEM 15   Exhibits and Financial Statement Schedules
 A. M. Castle & Co.
Index To Financial Statements and Schedules
 PageConsolidated Statements of Operations  For the years ended December 31,
2009, 2008 and 2007
    
    
    33Consolidated Balance Sheets  December 31, 2009 and 2008
    
    
    34Consolidated Statements of Cash Flows  For the years ended December 31,
2009, 2008 and 2007
    
    
    35Consolidated Statements of Stockholders Equity  For the years ended December 31,
2009, 2008 and 2007
    
    
    36Notes to Consolidated Financial Statements
    
    
    37-61Report of Independent Registered Public Accounting Firm
    
    
    62Kreher Steel Co., LLC Financial Statements
    
    
    63-77Valuation and Qualifying Accounts  Schedule II
    
    
    86
  82




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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 July 23, 2009. Filed as Exhibit 3.2 to
Quarterly Report on Form 10-Q for the period ended June 30, 2009, which was filed
on July 30, 2009. Commission File No. 1-5415.3.3
    
    
    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.
  83




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##### Table of Contents



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
    *
    
    Employment/Non-Competition Agreement with Companys President and CEO dated January
26, 2006. Filed as Exhibit 10.4 to Annual Report on Form 10-K for the period ended
December 31, 2005, which was filed on March 31, 2006. Commission File No. 1-5415.10.3
    *
    
    Change in Control Agreement with Companys President and CEO dated January 26,
2006. Filed as Exhibit 10.3 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
    *
    
    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. 1-5415.10.5
    *
    
    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. 1-5415.10.6
    *
    
    A. M. Castle & Co. 1995 Director Stock Option Plan. Filed as Exhibit A to Proxy
Statement filed March 7, 1995. Commission File No. 1-5415.10.7
    *
    
    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. 1-5415.10.8
    *
    
    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. 1-5415.10.9
    *
    
    A. M. Castle & Co. 2004 Restricted Stock, Stock Option Plan and Equity Compensation
Plan. Filed as Exhibit D to Proxy Statement filed March 12, 2004. Commission File
No. 1-5415.
  84




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.10
    *
    
    A. M. Castle & Co. 2008 Restricted Stock, Stock Option Plan and Equity Compensation
Plan, amended and restated as of March 5, 2009. Filed as Exhibit 10.10 to Annual
Report on Form 10-K for the period ended December 31, 2008, which was filed on
March 12, 2009. Commission File No. 1-5415.10.11
    *
    
    Form of Restricted Stock Award Agreement under A. M. Castle & Co. 2008 Restricted
Stock, Stock Option Plan 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. 1-5415.10.12
    *
    
    Form of Performance Share Award Agreement under A. M. Castle & Co. 2008 Restricted
Stock, Stock Option Plan 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. 1-5415.10.13
    *
    
    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. 1-5415.10.14
    *
    
    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. 1-5415.10.15
    *
    
    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. 1-5415.10.16
    *
    
    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. 1-5415.10.17
    *
    
    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. 1-5415.10.18
    *
    
    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. 1-5415.10.19
    *
    
    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. 1-5415.21.1
    
    
    Subsidiaries of Registrant23.1
    
    
    Consent of Deloitte & Touche LLP23.2
    
    
    Consent of Grant Thornton 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.  85




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##### Table of Contents



SCHEDULE II
 A. M. Castle & Co.
 Accounts Receivable  Allowance for Doubtful Accounts
Valuation and Qualifying Accounts  For The Years Ended December 31, 2009, 2008 and 2007
 Dollars in thousands)
 2009
    
    
    2008
    
    
    2007Balance, beginning of year
    
    $
    3,318
    
    
    $
    3,220
    
    
    $
    3,112Add  Provision charged to expense
    
    
    2,484
    
    
    
    1,600
    
    
    
    647 Metals U.K. allowance at date of acquisition
    
    
    
    
    
    
    523
    
    
    
     Recoveries
    
    
    186
    
    
    
    132
    
    
    
    262Less  Uncollectible accounts charged
against allowance
    
    
    (1,793
    )
    
    
    (2,157
    )
    
    
    (801
    )Balance, end of year
    
    $
    4,195
    
    
    $
    3,318
    
    
    $
    3,220
  86




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##### Table of Contents



SIGNATURES
  A. M. Castle & Co.

(Registrant)
 By:
    
    /s/ Patrick R. Anderson

Patrick R. Anderson, Vice President  Controller and Chief Accounting Officer(Principal Accounting Officer)
   /s/ Brian P. Anderson
    
    /s/ Thomas A. Donahoe
    
    /s/ Ann M. DrakeBrian P. Anderson, Director
    
    Thomas A. Donahoe, Director
    
    Ann M. Drake, Director/s/ Michael H. Goldberg
    
    
    
    /s/ Robert S. HamadaMichael H. Goldberg, President,
Chief Executive Officer and
Director
    
    William K. Hall, Director
    
    Robert S. Hamada, Director(Principal Executive Officer)/s/ Patrick J. Herbert, III
    
    /s/ Terrence J. Keating
    
    /s/ Pamela Forbes LiebermanPatrick J. Herbert, III, Director
    
    Terrence J. Keating, Director
    
    Pamela Forbes Lieberman, Director/s/ John McCartney
    
    
    
    /s/ Scott F. StephensJohn McCartney, Chairman of the
    
    Michael Simpson, Director
    
    Scott F. Stephens, Vice PresidentBoard
    
    
    
    and Chief Financial Officer(Principal Financial Officer)
  87