##### Table of Contents





SECURITIES AND EXCHANGE
    COMMISSION
 WASHINGTON, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For The Fiscal Year Ended
    December 31, 2008   Commission File Number
    001-08524
  MYERS INDUSTRIES,
    INC.
 (Exact name of registrant as
    specified in its charter)
  OHIO

34-0778636(State or other jurisdiction of
    incorporation or organization)

(IRS Employer Identification
    Number)   1293 S. Main Street, Akron, Ohio

44301

(330) 253-5592(Address of Principal Executive
    Offices)

(Zip Code)

(Telephone Number)   Securities Registered Pursuant
    to
    Section 12(b) of the Act:

Name of Each Exchange
    On which registered:Common Stock, Without Par Value

New York Stock Exchange(Title of Class)   Securities Registered Pursuant to Section 12(g) of the
    Act: None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---





TABLE OF CONTENTS  PART IITEM 1. BusinessITEM 1A. Risk FactorsITEM 1B. Unresolved Staff CommentsITEM 2. PropertiesITEM 3. Legal ProceedingsITEM 4. Submission of Matters to a Vote of Security HoldersExecutive Officers of the RegistrantPART IIITEM 5. Market for Registrants Common Stock and Related Stockholder Matters and Issuer Purchases of Equity SecuritiesITEM 6. Selected Financial DataITEM 7. Managements Discussion and Analysis of Results of Operations and Financial ConditionItem 7A. Quantitative and Qualitative Disclosures About Market RiskITEM 8. Financial Statements and Supplementary DataREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMStatements of Consolidated (Loss) Income For The Years Ended December 31, 2008, 2007 and 2006Statements of Consolidated Financial PositionStatements of Consolidated Financial PositionStatements of Consolidated Shareholders EquityStatements of Consolidated Cash FlowsNotes to Consolidated Financial StatementsITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.ITEM 9.A. Controls and ProceduresITEM 9B. Other Information.PART IIIITEM 10. Directors and Executive Officers of the CompanyITEM 11. Executive CompensationITEM 12. Security Ownership of Certain Beneficial Owners and ManagementITEM 13. Certain Relationships and Related TransactionsITEM 14. Principal Account Fees and ServicesPART IVITEM 15. Exhibits, Financial Statement SchedulesSIGNATURESEX-21EX-23EX-31(a)EX-31(b)EX-32    Table of Contents  
  PART I
 
  ITEM 1.
    Business
  (a)
    General
    Development of Business            
    Industry-leading innovation of niche, high margin products;
    Being the low-cost provider of certain commodity products where
    our brands excel;
    Achieving leadership in key product areas through breadth of
    offering, consistent quality and superior customer service;
    Concentrating our efforts on niche markets where our
    capabilities create profit opportunities for our customers and
    ourselves;
    Leveraging brand equity and capabilities to grow business with
    existing customers and cultivate new ones, particularly in
    emerging growth markets where we can deliver the greatest value
    and achieve the best returns;
    Investing in new technologies and processes to reinforce
    customer satisfaction and market strength across our key
    business segments;
    Succession plans through our management teams at all levels in
    the Company, ensuring the right people are in the right
    positions to grow;
    Selective acquisitions as opportunities arise to enhance our
    leadership in key markets; 1




---



##### Table of Contents




    Potential divestiture of businesses with non-strategic products
    or markets, aligning our resources with the best avenues for
    long-term, profitable growth potential; and
    Consolidation and rationalization initiatives to reduce costs
    and improve productivity within the Companys manufacturing
    and distribution footprint.    (b)
    Financial
    Information About Segments    (c)
    Description
    of Business       2




---



##### Table of Contents



2008Continuing

Lawn and Garden

Material Handling

Distribution

Automotive and CustomOperations

Segment

Segment

Segment

SegmentNet Sales

$272.8mm

$261.2mm

$187.1mm

$174.0mm% of Total Net Sales

31%

30%

21%

18%Key Product Areas

   Plastic Horticultural Pots, Trays, Flats
    & Hanging Baskets
       Decorative Resin Planters
       Custom Products

   Plastic Reusable Containers &
    Pallets
       Plastic Storage & Organization
    Products
       Plastic Carts
       Metal Carts
       Wooden Dollies
       Custom Products

   Tire Valves & Accessories
       Tire Changing & Balancing
    Equipment
       Lifts & Alignment Equipment
       Service Equipment
       Hand Tools
       Tire Repair & Retread Equipment
    & Supplies
       Brake, Transmission & Allied
    Service Equipment & Supplies

   Rubber & Plastic Original Equipment
    Replacement Parts
       Tire Repair & Retreading
    Products
       Highway Markings
       Industrial Rubber
       Custom Rubber & Plastic ProductsProduct Brands

   Dillen®

       ITML®

       Listotm   Pro
    Cal®

   Akro-Mils®

       Buckhorn®

   Myers Tire
    Supply®

   Ameri-Karttm   Buckhorn
    Rubbertm   Michigan
    Rubbertm   Patch
    Rubbertm   WEK®Key Capabilities & Services

   Product Design
       Prototyping
       Testing
       Material Formulation
       Injection Molding
       Thermoforming
       Co-Extrusion Thermoforming
       Custom Printing & Labeling
       Material Regrind & Recycling

   Product Design
       Prototyping
       Product Testing
       Material Formulation
       Injection Molding
       Structural Foam Molding
       Metal Forming
       Wood Fabrication
       Powder Coating
       Material Regrind & Recycling

   Broad Sales Coverage
       Local Sales & Inventory
       International Distribution
       Personalized Service
       National Accounts
       Product Training
       Repair/Service Training
       New Products Speed to Market

   Rubber Mixing
       Rubber Compounding
       Rubber Calendering
       Rubber Extrusion
       Rubber Injection Molding
       Rubber Compression & Transfer
    Molding
       Rubber & Plastic Blow Molding
       Co-Extrusion Blow Molding
       Rubber-to-Metal Bonding
       Rubber-to-Plastic Bonding
       Plastic Rotational MoldingRepresentative Markets

   Horticulture: 
    - Growers 
    - Nurseries 
    - Greenhouses 
    - Retail Garden 
    Centers
       Consumer 
    - Retail Garden Centers
       - Retail Home 
    Centers

   Agriculture
       Automotive
       Commercial
       Food Processing
       Food Distribution
       Healthcare
       Industrial
       Manufacturing
       Retail Distribution

   Retail Tire Dealers
       Truck Tire Dealers
       Auto Dealers
       Commercial Auto & Truck Fleets
       General Repair & Services
    Facilities
       Tire Retreaders
       Governmental Agencies

   Agricultural Vehicle
       Automotive OEM
       Construction Vehicle
       Heavy Truck
       Industrial
       Mining
       Recreational Marine
       Recreational Vehicle
       Road Construction
       Sporting Goods
       Telecommunications
       Water Control  3




---



##### Table of Contents



Manufacturing
    Segments Overview
  Lawn and
    Garden Segment
  Dillen® ITML® Pro
    Cal® Listotm
        Listo
  Planters
    Pride® Akro-Mils Lawn & Garden
    Products® ®
     4




---



##### Table of Contents



Material
    Handling Segment
  Buckhorn® Akro-Milstm
  Buckhorns
    and/or
    tm tm ®
 5




---



##### Table of Contents



® tm tm
    Akro-Mils ®
        Automotive
    and Custom Segment
  Ameri-Karttm Buckhorn
    Rubbertm Michigan
    Rubbertm Patch
    Rubbertm WEKtm 3-D
 6




---



##### Table of Contents



Michigan Rubber WEK
  Ameri-Kart
  Buckhorn Rubber
    Patch Rubber
      Distribution
    Segment Overview
  Myers
    Tire
    Supply® Myers Tire Supply
    International®
 7




---



##### Table of Contents



Chicago Pneumatic Hennessy Corghi Ingersoll-Rand John Bean Co. Rotary
  on-site
      Raw
    Materials & Suppliers Manufacturing and
    Distribution Segments
      Competition
   8




---



##### Table of Contents



Customer
    Dependence
    Employees
      (d)
    Financial
    Information About Geographic Areas    (e)
    Available
    Information  Filings with the SEC
  Form 10-K;
  Form 10-Q;
  Form 8-K; and
    1-800-SEC-0330. http://www.sec.gov.
  http://www.myersind.com. Form 10-K.
  Corporate Governance Form 8-K
   9




---



##### Table of Contents



ITEM 1A.
    Risk
    Factors  Form 10-K
    Any
    significant increase in the cost of raw materials or disruption
    in the availability of raw materials could adversely affect our
    performance.
      and/or
  We
    incur inherent risks associated with our strategic growth
    initiatives.
   10




---



##### Table of Contents



We may
    not realize the improved operating results that we anticipate
    from past acquisitions or from acquisitions we may make in the
    future and we may experience difficulties in integrating the
    acquired businesses or may inherit significant liabilities
    related to such businesses.
    
    we may have difficulty integrating the acquired businesses as
    planned, which may include integration of systems of internal
    controls over financial reporting and other financial and
    administrative functions;
    acquisitions may divert managements attention from our
    existing operations;
    we may have difficulty in competing successfully for available
    acquisition candidates, completing future acquisitions or
    accurately estimating the financial effect of any businesses we
    acquire;
    we may have delays in realizing the benefits of our strategies
    for an acquired business;
    we may not be able to retain key employees necessary to continue
    the operations of an acquired business;
    acquisition costs may be met with cash or debt, increasing the
    risk that we will be unable to satisfy current financial
    obligations;
    we may acquire businesses that are less profitable or have lower
    profit margins than our historical profit margins; and
    acquired companies may have unknown liabilities that could
    require us to spend significant amounts of additional capital.  Our
    results of operations and financial condition could be adversely
    affected by a downturn in the general markets or the general
    economic environment.
    We
    operate in a very competitive business
    environment.
    The
    results of operations for our Lawn and Garden Segment are
    influenced by weather conditions.
   11




---



##### Table of Contents



Our
    operations depend on our ability to maintain continuous,
    uninterrupted production at our manufacturing facilities, which
    are subject to physical and other risks that could disrupt
    production.
      We
    derive a portion of our revenues from direct and indirect sales
    outside the United States and are subject to the risks of doing
    business in foreign countries.
    
    fluctuations in currency exchange rates;
    limitations on the remittance of dividends and other payments by
    foreign subsidiaries;
    limitations on foreign investment;
    additional costs of compliance with local regulations; and
    in certain countries, higher rates of inflation than in the
    United States.    We are
    a supplier to North American automotive original equipment
    manufacturers, a highly cyclical industry dependent on the
    overall strength of consumer demand for cars and light
    trucks.
   12




---



##### Table of Contents



Our
    future performance depends in part on our ability to develop and
    market new products if there are changes in technology,
    regulatory requirements or competitive processes.
    We may
    not be successful in protecting our intellectual property
    rights, including our unpatented proprietary know-how and trade
    secrets, or in avoiding claims that we infringed on the
    intellectual property rights of others.
  and/or
  If we
    are unable to maintain access to credit financing, our business
    may be adversely affected.
       13




---



##### Table of Contents



Future
    claims, litigation and regulatory actions could adversely affect
    our financial condition and our ability to conduct our
    business.
    Current
    and future environmental and other governmental laws and
    requirements could adversely affect our financial condition and
    our ability to conduct our business.
        Environmental
    regulations specific to plastic products and containers could
    adversely affect our ability to conduct our
    business.
   14




---



##### Table of Contents



Our
    insurance coverage may be inadequate to protect against
    potential hazardous incidents to our business.
    Our
    business operations could be significantly disrupted if members
    of our senior management team were to leave.
    Unforeseen
    future events may negatively impact our economic
    condition.
    Equity
    Ownership Concentration
    Legal &
    Regulatory Actions
   
  ITEM 1B.
    Unresolved
    Staff Comments   15




---



##### Table of Contents



ITEM 2.
    Properties    Distribution
  Approximate


ApproximateFloor Space


Land AreaLocation

(Square Feet)


(Acres)


UseAkron, Ohio


129,000



8



Executive offices and warehousingAkron, Ohio


60,000



5



WarehousingAkron, Ohio


31,000



2



WarehousingPomona, California


17,700



1



Sales and distributionEnglewood, Colorado


9,500



1



Sales and distributionPhoenix, Arizona


8,200



1



Sales and distributionIndianapolis, Indiana


7,800



2



Sales and distributionCincinnati, Ohio


7,500



1



Sales and distributionYork, Pennsylvania


7,400



3



Sales and distributionMinneapolis, Minnesota


5,500



1



Sales and distributionCharlotte, North Carolina


5,100



1



Sales and distributionSyracuse, New York


4,800



1



Sales and distributionFranklin Park, Illinois


4,400



1



Sales and distributionManufacturingSandusky, Ohio


305,000



8



Manufacturing and distributionSpringfield, Missouri


227,000



19



Manufacturing and distributionDawson Springs, Kentucky


209,000



36



Held for saleWadsworth, Ohio


197,000



23



Manufacturing and distributionHannibal, Missouri


196,000



10



Manufacturing and distributionSparks, Nevada


185,000



11



Manufacturing and distributionBluffton, Indiana


175,000



17



Manufacturing and distributionRoanoke Rapids, N. Carolina


172,000



20



Manufacturing and distributionCadillac, Michigan


162,000



14



Manufacturing and distributionShelbyville, Kentucky


160,000



8



Manufacturing and distributionBristol, Indiana


166,000



12



Manufacturing and distributionJefferson, Ohio


115,000



11



Manufacturing and distributionLugoff, S. Carolina


115,000



12



Held for saleFostoria, Ohio


75,000



3



Manufacturing and distributionWaco, Texas


60,000



5



Manufacturing and distributionReidsville, North Carolina


53,000



17



Manufacturing and distributionSurrey, B.C., Canada


42,000



3



Manufacturing and distributionMebane, North Carolina


30,000



5



Held for sale  16




---



##### Table of Contents



Manufacturing
  ApproximateFloor Space


Expiration DateLocation

(Square Feet)


of Lease

UseMiddlefield, Ohio


632,000


September 30, 2025

Manufacturing and distributionBrantford, Ontario, Canada


216,000


January 9, 2012

Manufacturing and distributionCassopolis, Michigan


210,000


October 31, 2010

Manufacturing and distributionReidsville, N. Carolina


171,000


September 30, 2009

Manufacturing and distributionSouth Gate, California


122,000


October 31, 2009

Manufacturing and distributionJaguariuna, Brazil


54,000


March 3, 2009

Manufacturing and distributionBurlington, Ontario Canada


46,000


January 9, 2012

Manufacturing and distributionMilford, Ohio


22,000


August 31, 2010

Administration and sales      
  ITEM 3.
    Legal
    Proceedings    clean-up
 
  ITEM 4.
    Submission
    of Matters to a Vote of Security Holders   
  Executive
    Officers of the Registrant
    Years asName

Age

Executive Officer

TitleJohn C. Orr


58



6


President and Chief Executive OfficerDonald A. Merril


44



3


Vice President, Chief Financial Officer and Corporate Secretary  17




---



##### Table of Contents



PART II
 
  ITEM 5.
    Market
    for Registrants Common Stock and Related Stockholder
    Matters and Issuer Purchases of Equity Securities    2008

Sales PriceQuarter Ended

High


Low


DividendsMarch 31

$
15.09


$
9.73



.06June 30


13.70



8.13



.06September 30


14.20



7.43



.06December 31


12.94



4.80



.06   2007

Sales PriceQuarter Ended

High


Low


DividendsMarch 31

$
19.07


$
14.93



.05June 30


22.73



18.59



.05September 30


22.43



18.44



.05December 31(1)


21.76



13.32



.34     (1)
    
    Includes a special dividend for $.28 accrued at
    December 31, 2007 but not paid until 2008. 18




---



##### Table of Contents



Form 10-K
  Comparison
    of 5 Year Cumulative Total Return
 Assumes Initial Investment of $100
 December 2008
  
  2003


2004


2005


2006


2007


2008Myers Industries Inc.


Return%
    Cum $


$
100




17.55
    117.55




15.15
    135.36




8.75
    147.20




-4.94
    139.92




-43.24
    79.42S&P 500 Index  
    Total Return


Return%
    Cum $


$
100




10.87
    110.87




4.89
    116.30




15.79
    134.66




5.50
    142.07




-36.99
    89.51S&P 600 Index  
    Total Return


Return%
    Cum $


$
100




22.65
    122.65




7.68
    132.07




15.11
    152.03




0.30
    151.58




-31.07
    104.49   19




---



##### Table of Contents



ITEM 6.
    Selected
    Financial Data  2008


2007


2006


2005


2004Operations for the YearNet sales

$
867,830,285


$
918,792,960


$
779,984,388


$
736,880,105


$
635,912,379Cost of sales


664,714,763



683,107,307



572,438,757



555,687,606



464,565,836Selling


93,178,712



99,893,012



79,340,520



71,796,860



66,631,978General and administrative


75,273,005



89,991,241



67,282,547



61,660,260



58,546,966Impairment charges(1)


70,148,239



0



0



0



0Other income(2)


0



(26,750,000
)


0



0



0Interest  net


11,508,126



15,500,269



15,848,420



15,463,279



13,055,440914,822,845



861,741,829



734,910,244



704,608,005



602,800,220Income (loss) from continuing operations before income taxes


(46,992,560
)


57,051,131



45,074,144



32,272,100



33,112,159Income taxes


(767,807
)


20,103,000



16,363,613



12,907,205



12,925,464Income (loss) from continuing operations


(46,224,753
)


36,948,131



28,710,531



19,364,895



20,186,695Income (loss) from continuing operations per basic and diluted
    share(3)

$
(1.31
)

$
1.05


$
.82


$
.56


$
.60Financial Position  At Year EndTotal assets

$
568,899,926


$
697,552,369


$
661,983,220


$
765,259,921


$
785,602,562Current assets


232,648,087



277,809,374



307,523,254



289,580,618



284,072,177Current liabilities


96,969,686



158,474,639



134,727,219



128,575,091



136,251,927Working capital


135,678,401



119,334,735



172,796,035



161,005,527



147,820,250Other assets


137,347,218



205,772,669



203,159,525



279,957,521



291,041,595Property, plant and equipment  net


198,904,621



213,970,326



151,300,441



195,721,782



210,488,790Less:Long-term debt, less current portion


169,545,667



167,253,706



198,274,578



249,523,633



275,252,278Other long term liabilities


6,396,651



4,013,808



12,922,285



12,667,000



-0-Deferred income taxes


43,149,153



50,540,270



35,400,520



35,092,826



28,094,321Shareholders Equity


252,838,769



317,269,946



280,658,618


$
339,401,371


$
346,004,036Common Shares Outstanding(3)


35,235,636



35,180,192



35,067,230



34,806,393



34,645,948Book Value Per Common Share(3)

$
7.18


$
9.02


$
8.00


$
9.75


$
9.99Other DataDividends(4)

$
8,451,497


$
17,495,413


$
7,173,706


$
6,946,838


$
6,478,502Dividends per Common Share(3)


0.24



0.50



0.20



0.20



0.19Average Basic Common SharesOutstanding during the year(3)


35,211,811



35,140,581



34,978,269



34,724,488



33,846,511     (1)
    
    The fourth quarter of 2008, includes a goodwill impairment
    charge of $60.1 million related to the Companys
    Automotive and Custom segment and impairment charges of
    $10.0 million for long-lived assets in the Lawn and Garden
    Segment.(2)
    
    A non-operating income gain of $26.8 million
    ($35.0 million, net of related expenses) was recognized
    during the fourth quarter of 2007. This income resulted from a
    termination fee paid in connection with the Companys
    proposed merger.(3)
    
    Adjusted for the 10% stock dividend issued in August 2004.(4)
    
    Dividends in 2007 include a special dividend for $9,850,454
    accrued but not paid until 2008. 20




---



##### Table of Contents



ITEM 7.
    Managements
    Discussion and Analysis of Results of Operations and Financial
    Condition  Executive
    Overview
      Results
    of Operations: 2008 versus 2007
  Net
    Sales from Continuing Operations:
  Segment

2008


2007


Change


% ChangeLawn & Garden

$
272.8


$
300.9


$
(28.1
)


(9
)%Material Handling

$
261.2


$
267.2


$
(6.0
)


(2
)%Distribution

$
187.1


$
203.2


$
(16.1
)


(8
)%Auto & Custom


174.0


$
170.9


$
3.1



2
%Inter-segment elimination

$
(27.3
)

$
(23.4
)

$
(3.9
)


(16
)%TOTAL

$
867.8


$
918.8


$
(51.0
)


(6
)%         Cost of Sales & Gross Profit from Continuing
    Operations:
  Cost of Sales and Gross Profit

2008


2007Cost of sales

$
664.7


$
683.1Gross profit

$
203.1


$
235.7Gross profit as a percentage of sales


23.4
%


25.7
%  21




---



##### Table of Contents



Selling,
    General and Administrative (SG&A) Expenses from
    Continuing Operations:
  SG&A Expenses

2008

2007

ChangeSG&A expenses

$
168.5


$
189.9


$
(21.4
)SG&A expenses as a percentage of sales


19.4
%


20.7
%


(1.3
)%     Impairment
    Charges from Continuing Operations:
    Interest
    Expense from Continuing Operations:
  Net Interest Expense

2008


2007


Change


% ChangeInterest expense

$
11.5


$
15.5


$
(4.0
)


(26
)%Outstanding borrowings

$
171.6


$
170.9


$
0.7



1
%Average borrowing rate


5.81
%


5.95
%


(.14
)


(2
)%     Income
    Before Taxes from Continuing Operations:
  Segment

2008


2007


Change


%Lawn & Garden

$
(1.8
)

$
0.9


$
(2.7
)


(300
)%Material Handling

$
26.6


$
40.4


$
(13.8
)


(34
)%Distribution

$
17.5


$
20.5


$
(3.0
)


(14.8
)%Auto & Custom

$
(55.0
)

$
9.0


$
(64.0
)


(713
)%Corporate and interest

$
(34.3
)

$
(13.7
)

$
(20.6
)


(150
)%Income (Loss)

$
(47.0
)

$
57.1


$
(104.1
)


(182
)%  22




---



##### Table of Contents



Income
    Taxes from Continuing Operations:
  Consolidated Income Taxes

2008


2007Income (loss) before taxes

$
(47.0
)

$
57.1Income tax (benefit) expense

$
(0.8
)

$
20.1Effective tax rate


1.6
%


35.2
%     Results
    of Operations: 2007 versus 2006
  Net
    Sales from Continuing Operations:
  Segment

2007


2006


Change


% ChangeLawn & Garden

$
300.9


$
160.2


$
140.7



88
%Material Handling

$
267.2


$
240.1


$
27.1



11
%Distribution

$
203.2


$
197.3


$
5.9



3
%Auto & Custom

$
170.9


$
204.7


$
(33.8
)


(17
)%Inter-segment elimination

$
(23.4
)

$
(22.2
)

$
(1.2
)


5
%TOTAL

$
918.8


$
780.0


$
138.8



18
%         Cost
    of Sales & Gross Profit from Continuing
    Operations:
  Cost of Sales and Gross Profit

2007


2006Cost of sales

$
683.1


$
572.4Gross profit

$
235.7


$
207.5Gross profit as a percentage of sales


25.7
%


26.6
%  23




---



##### Table of Contents



Selling,
    General and Administrative (SG&A) Expenses from
    Continuing Operations:
  SG&A Expenses

2007

2006

ChangeSG&A expenses

$
189.9


$
146.6


$
43.3SG&A expenses as a percentage of sales


20.7
%


18.8
%


1.9
%     Interest
    Expense from Continuing Operations:
  Net Interest Expense

2007


2006


Change


% ChangeInterest expense

$
15.5


$
15.8


$
(0.3
)


(2
)%Outstanding borrowings

$
170.9


$
201.5


$
(30.6
)


(15
)%Average borrowing rate


5.95
%


6.01
%


(.06
)


1
%     Income
    Before Taxes from Continuing Operations:
  Segment

2007


2006


Change


% ChangeLawn & Garden

$
0.9


$
8.1


$
(7.3
)


(89
)%Material Handling

$
40.4


$
34.9


$
5.5



15
%Distribution

$
20.5


$
22.2


$
(1.7
)


(8
)%Auto & Custom

$
9.0


$
14.0


$
(5.0
)


(36
)%Corporate and interest

$
(13.7
)

$
(34.1
)

$
20.4



60
%TOTAL

$
57.1


$
45.1


$
12.0



27
%        24




---



##### Table of Contents



Income
    Taxes from Continuing Operations:
  Consolidated Income Taxes

2007


2006Income before taxes

$
57.1


$
45.1Income taxes

$
20.1


$
16.4Effective tax rate


35.2
%


36.3
%     Financial
    Condition & Liquidity and Capital Resources
          Required Level

Actual LevelInterest Coverage Ratio


2.5 to 1 (minimum
)


3.7Leverage Ratio


3.5 to 1 (maximum
)


2.2    25




---



##### Table of Contents



Less than


2-3


4-51 Year


Years


Years


Thereafter


Total(Dollars in Thousands)Principal payments on debt

$
2,021


$
133,316


$
35,610


$
620


$
171,567Interest


9,241



13,777



4,819



0



27,837Lease payments


9,600



14,590



6,914



27,159



58,263Retirement benefits


492



732



808



6,448



8,480Total

$
21,354


$
162,415


$
48,151


$
34,227


$
266,147  
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk and Derivative Financial Instruments
          Critical
    Accounting Policies
     26




---



##### Table of Contents



last-in, first-in,
         27




---



##### Table of Contents



Accounting for Uncertainty in Income Taxes
  Recent
    Pronouncements
  Standards
    Adopted
    FAS 157-1 FAS 157-2 (FSP 157-1 FSP 157-2). FSP 157-1 FSP 157-2
    Standards
    Issued Not Yet Adopted
     28




---



##### Table of Contents



ITEM 8.
    Financial
    Statements and Supplementary Data  Summarized
    Quarterly Results of Operations
 Thousands of Dollars, Except Per Share Data
  Quarter Ended 2008

March 31


June 30


Sept. 30


Dec. 31


TotalNet Sales

$
249,346


$
214,609


$
213,955


$
189,920


$
867,830Gross Profit


59,960



49,393



48,057



45,706



203,116Income from continuing operations


8,648



2,880



1,318



(59,071
)


(46,225
)Per Basic and Diluted Share


.25



.08



.04



(1.68
)


(1.31
)   Quarter Ended 2007

March 31


June 30


Sept. 30


Dec. 31


TotalNet Sales

$
246,471


$
225,622


$
213,921


$
232,780


$
918,793Gross Profit


73,766



57,828



51,786



52,306



235,686Income from continuing operations


14,737



2,513



1,505



18,193



36,948Per Basic and Diluted Share


.42



.07



.04



.52



1.05      29




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  The Board
    of Directors
    Myers Industries, Inc.:
        Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Standard
    No. 109 Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106, and 132(R)
        30




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES
 
  Statements
    of Consolidated (Loss) Income
  For The
    Years Ended December 31, 2008, 2007 and 2006
  2008


2007


2006Net sales

$
867,830,285


$
918,792,960


$
779,984,388Cost of sales


664,714,763



683,107,307



572,438,757Gross profit


203,115,522



235,685,653



207,545,631Selling expenses


93,178,712



99,893,012



79,340,520General and administrative expenses


75,273,005



89,991,241



67,282,548Impairment charges


70,148,239



0



0238,599,956



189,884,253



146,623,068Operating (loss) income


(35,484,434
)


45,801,400



60,922,563Other income, net


0



26,750,000



0InterestIncome


(1,268,600
)


(283,897
)


(146,343
)Expense


12,776,726



15,784,166



15,994,76311,508,126



15,500,269



15,848,426Income (loss) from continuing operations before income taxes


(46,992,560
)


57,051,131



45,074,143Income tax (benefit) expense


(767,807
)


20,103,000



16,363,613Income (loss) income from continuing operations


(46,224,753
)


36,948,131



28,710,531Income (loss) from discontinued operations, net of tax


1,732,027



17,787,645



(97,734,686
)Net (loss) income

$
(44,492,726
)

$
54,735,776


$
(69,024,155
)Net (loss) income per common shareBasicContinuing operations

$
(1.31
)

$
1.05


$
.82Discontinued operations


.05



.51



(2.79
)Net (loss) income

$
(1.26
)

$
1.56


$
(1.97
)DilutedContinuing operations

$
(1.31
)

$
1.05


$
.82Discontinued operations


.05



.50



(2.79
)Net (loss) income

$
(1.26
)

$
1.55


$
(1.97
)   The accompanying notes are an integral part of these
    statements.
 31




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES
  Statements of Consolidated Financial Position
  As of
    December 31, 2008 and 2007
  2008


2007AssetsCurrent AssetsCash

$
10,417,303


$
7,558,832Accounts receivable  less allowances of $6,489,000
    and $3,915,000 respectively


94,780,315



129,631,910InventoriesFinished and in-process products


79,381,595



77,121,338Raw materials and supplies


34,151,650



48,034,866113,533,245



125,156,204Prepaid expenses


4,346,426



6,164,390Deferred income taxes


9,570,798



9,298,038Total Current Assets


232,648,087



277,809,374Other AssetsGoodwill


109,861,818



171,462,256Patents and other intangible assets


22,291,104



28,335,537Other


5,194,296



5,974,876137,347,218



205,772,669Property, Plant and EquipmentLand


5,403,325



5,696,694Buildings and leasehold improvements


79,418,747



78,825,686Machinery and equipment


431,733,817



421,206,343516,555,889



505,728,723Less allowances for depreciation and amortization


(317,651,268
)


(291,758,397
)198,904,621



213,970,326$
568,899,926


$
697,552,369   The accompanying notes are an integral part of these
    statements.
 32




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES
  Statements of Consolidated Financial Position
  As of
    December 31, 2008 and 2007
  2008


2007Liabilities and Shareholders EquityCurrent LiabilitiesAccounts payable

$
54,993,115


$
78,268,137Accrued expensesEmployee compensation


12,989,323



21,604,532Taxes, other than income taxes


1,812,661



2,036,230Income taxes


3,220,597



14,803,686Accrued interest


791,149



455,842Dividends payable


2,114,138



11,961,265Other


19,027,825



25,718,870Current portion of long-term debt


2,020,878



3,626,077Total Current Liabilities


96,969,686



158,474,639Long-term debt, less current portion


169,545,667



167,253,706Other liabilities


6,396,651



4,013,808Deferred income taxes


43,149,153



50,540,270Shareholders EquitySerial Preferred Shares (authorized 1,000,000 shares; none
    issued and outstanding)


0



0Common Shares, without par value (authorized
    60,000,000 shares; outstanding 35,235,636 and
    35,180,192 shares, respectively)


21,450,670



21,416,849Additional paid-in capital


275,986,991



273,617,888Accumulated other comprehensive (loss) income


(4,569,876
)


9,320,002Retained (deficit) income


(40,029,016
)


12,915,207252,838,769



317,269,946$
568,899,926


$
697,552,369   The accompanying notes are an integral part of these
    statements.
 33




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES

    Statements of Consolidated Shareholders Equity
    and Comprehensive (Loss) Income
    For The Years Ended December 31, 2008, 2007 and
    2006
  AccumulatedOtherAdditional


Comprehensive


Retained


ComprehensiveCommon Shares


Paid-In


(Loss)


Income


(Loss)Number


Amount


Capital


Income


(Deficit)


IncomeBalance at January 1, 2006


34,806,393


$
21,188,831


$
267,562,138


$
(1,524,303
)

$
52,174,705


$
(1,058,206
)Net loss


0



0



0



0



(69,024,155
)


(69,024,155
)Sales under option plans


220,864



134,726



1,595,853



0



0



0Employees stock purchase plan


31,408



19,159



437,148



0



0



0Tax benefit for stock options exercised


0



0



553,780



0



0



0Dividend reinvestment plan


8,565



5,225



132,238



0



0



0Stock based compensation


0



0



555,314



0



0



0Foreign currency translation adjustment


0



0



0



16,952,010



0



16,952,010Dividends  $.21 per share


0



0



0



0



(7,173,706
)


0Cumulative effect of change in accounting principle 
    
    adoption of SFAS 158


0



0



0



(4,481,665
)


0



0Pension liability


0



0



0



1,551,318



0



1,551,318Balance at December 31, 2006


35,067,230


$
21,347,941


$
270,836,471


$
12,497,362


$
(24,023,156
)

$
(50,520,827
)Net income


0



0



0



0



54,735,776



54,735,776Sales under option plans


83,232



50,772



754,966



0



0



0Employees stock purchase plan


24,697



15,066



399,647



0



0



0Tax benefit for stock options exercised


0



0



161,370



0



0



0Dividend reinvestment plan


5,033



3,070



88,944



0



0



0Stock based compensation


0



0



1,376,490



0



0



0Foreign currency translation adjustment


0



0



0



7,563,541



0



7,563,801Dividends  $.50 per share


0



0



0



0



(17,495,413
)


0Pension liability


0



0



0



(8,266
)


0



(8,266
)Adoption of FIN 48


0



0



0



0



(302,000
)


0Realization of amounts previously recognized in AOCI on sale of
    discontinued operations


0



0



0



(10,732,635
)


0



(10,732,635
)Balance at December 31, 2007


35,180,192


$
21,416,849


$
273,617,888


$
9,320,002


$
12,915,207


$
51,558,676Net loss


0



0



0



0


$
(44,492,726
)

$
(44,492,726
)Sales under option plans


16,407



19,864



318,889



0



0



0Employees stock purchase plan


32,566



10,009



114,989



0



0



0Tax benefit for stock options exercised


0



0



4,900



0



0



0Dividend reinvestment plan


6,471



3,948



55,718



0



0



0Stock based compensation


0



0



1,874,607



0



0



0Foreign currency translation adjustment


0



0



0



(11,728,426
)


0



(11,728,426
)Dividends  $.24 per share


0



0



0



0



(8,451,497
)


0Pension liability


0



0



0



(2,161,452
)


0



(2,161,452
)Balance at December 31, 2008


35,235,636


$
21,450,670


$
275,986,991


$
(4,569,876
)

$
(40,029,016
)

$
(58,382,604
)   The accompanying notes are an integral part of these
    statements.
 34




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES
  Statements of Consolidated Cash Flows
  For the
    Years Ended December 31, 2008, 2007 and 2006
  2008


2007


2006Cash Flows From Operating ActivitiesNet (loss) income

$
(44,492,726
)

$
54,735,776


$
(69,024,155
)Net (income) loss of discontinued operations


(1,732,027
)


(17,787,645
)


97,734,686Non operating other income


0



(26,750,000
)


0Items not affecting use of cashImpairment charges


70,148,239



0



0Depreciation


36,606,836



34,118,705



26,505,008Amortization of other intangible assets


3,739,581



3,608,304



1,707,516Non cash stock compensation


1,874,607



1,376,490



555,314Deferred taxes


(5,669,245
)


(3,382,644
)


(101,352
)Loss (gain) on disposition of property, plant and equipment


(389,187
)


1,722,252



0Cash flow provided by (used for) working capitalAccounts receivable


28,364,314



21,393,544



2,614,403Inventories


5,743,125



13,128,641



9,212,812Prepaid expenses


1,658,591



437,995



(1,907,760
)Accounts payable and accrued expenses


(35,635,015
)


16,483,989



389,418Net cash provided by operating activities of continuing
    operations


60,217,093



99,085,406



67,685,890Net cash provided by (used for) operating activities of
    discontinued operations


1,732,027



(2,016,769
)


13,261,186Net cash provided by operating activities


61,949,120



97,068,637



80,947,076Cash Flows From Investing ActivitiesAcquisition of businesses, net of cash acquired


0



(95,698,323
)


0Proceeds from merger termination


0



32,500,000



0Proceeds from sale of plant


1,576,221



0



0Additions to property, plant and equipment


(40,976,303
)


(19,809,973
)


(12,381,407
)Other


408,310



1,003,815



701,574Net cash used for investing activities of continuing operations


(38,991,772
)


(82,004,481
)


(11,679,833
)Net cash provided by (used for) investing activities of
    discontinued operations


0



67,906,906



(1,656,735
)Net cash used for investing activities


(38,991,772
)


(14,097,575
)


(13,336,568
)Cash Flows From Financing ActivitiesRepayment of long term debt


0



(60,559,865
)


0Net borrowing (repayment) under credit facility


7,356,348



(42,373,780
)


(49,887,562
)Cash dividends


(18,301,951
)


(7,644,959
)


(7,173,706
)Proceeds from issuance of common stock


523,417



1,312,465



2,324,349Excess tax benefit from options exercised


4,900



161,370



553,780Deferred financing costs


0



(41,072
)


(380,956
)Net cash used for financing activities of continuing operations


(10,417,286
)


(109,145,841
)


(54,564,095
)Net cash used for financing activities of discontinued operations


0



(224,444
)


(249,062
)Net cash used for financing activities


(10,417,286
)


(109,370,285
)


(54,813,157
)Foreign Exchange Rate Effect on Cash


(9,681,591
)


234,355



1,767,129Net increase (decrease) in cash


2,858,471



(26,164,868
)


14,564,480Cash at January 1


7,558,832



33,723,700



19,159,220Cash at December 31 ($27,086,311 included in discontinued
    operations at December 31, 2006)

$
10,417,303


$
7,558,832


$
33,723,700Supplemental Disclosures of Cash Flow InformationCash paid during the year for
    Interest

$
10,748,722


$
15,645,631


$
16,225,095Income taxes

$
19,339,964


$
14,024,429


$
20,096,118   The accompanying notes are an integral part of these
    statements.
 35




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to Consolidated Financial Statements
  Summary
    of Significant Accounting Policies
  Basis of
    Presentation
    Translation
    of Foreign Currencies
    Financial
    Instruments
    Concentration
    of Credit Risk
    Inventories
  last-in, first-in,
   36




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Property,
    Plant and Equipment
    Buildings


20 to 30 yearsLeasehold Improvements


7 to 10 yearsMachinery and Equipment


3 to 12 yearsVehicles


1 to 3 years   Long-Lived
    Assets
    Accumulated
    Other Comprehensive (Loss) Income
    In Thousands

2008


2007


2006Foreign currency translation adjustments

$
(1,822
)

$
9,906


$
18,054Pension adjustments


(2,748
)


(586
)


(5,557
)Total

$
(4,570
)

$
9,320


$
12,497   Revenue
    Recognition
    Shipping
    and Handling
   37




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Stock
    Based Compensation
      Income
    Taxes
    Accounting of Uncertainty in Income Taxes  An
    Interpretation of FASB Statement No. 109,
  Accounting for
    Contingencies,
  Goodwill
    and Intangible Assets
     38




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Automotive and


Lawn and(Amount in thousands)

Distribution


Material Handling


Custom


Garden


TotalDecember 31, 2006

$
214


$
30,383


$
60,074


$
71,544


$
162,215Acquisitions


0



0



0



9,211



9,211Foreign currency translation


0



0



0



36



36December 31, 2007

$
214


$
30,383


$
60,074


$
80,791


$
171,462Impairments


0



0



(60,074
)


0



(60,074
)Foreign currency translation


0



0



0



(1,526
)


(1,526
)December 31, 2008

$
214


$
30,383



0


$
79,265


$
109,862    39




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008








2007Accumulated








AccumulatedLife

Gross


Amortization


Net


Gross


Amortization


NetTradename

Indefinite

$
3,492,650



0


$
3,492,650


$
4,272,775



0


$
4,272,775Customer Relationships

6 - 13 years


15,497,195


$
(5,749,392
)


9,747,803



16,694,533


$
(4,039,451
)


12,655,082Technology(1)

7.5 years


2,100,000



(2,100,000
)


0



2,100,000



(980,000
)


1,120,000Patents

10 years


10,900,000



(1,998,344
)


8,901,656



10,900,000



(908,333
)


9,991,667Non-Compete

3 years


396,972



(247,977
)


148,995



418,679



(122,666
)


296,013$
32,386,817


$
(10,095,713
)

$
22,291,104


$
34,385,987


$
(6,050,450
)

$
28,335,537      Net
    Income Per Share
    2008


2007


2006Weighted average common shares outstandingBasic


35,211,811



35,140,581



34,978,269Dilutive effect of stock options and restricted stock


0



108,991



65,889Weighted average common shares outstanding  diluted


35,211,811



35,249,572



35,044,158   Merger
    Agreement
      Discontinued
    Operations
   40




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Acquisitions
     41




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Thousands)

ITML


Schoeller ArcaAssets acquired:Accounts receivable

$
45,252


$
0Inventory


37,107



8,825Property, plant & equipment


56,142



18,100Intangibles


9,200



14,700Other


4,409



0152,110



41,625Liabilities assumed:Accounts payable and accruals


(25,496
)


0Debt


(64,570
)


0Deferred Income Taxes


(17,182
)


0(107,248
)


0Goodwill


9,211



0Total consideration

$
54,073


$
41,625     (Amounts in Thousands, except per share)

2007


2006Net Sales

$
923,348


$
947,406Income from Continuing Operations


36,953



34,819Income from Continuing Operations per basic and diluted share

$
1.05


$
1.00      42




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  No. 95-3,
  Severance


Contractand


Termination(Dollars in Thousands)

Personnel


Fees


TotalAccrued at acquisition date

$
2,023


$
241


$
2,264Provision


0



0



0Less: Payments


(1,703
)


(241
)


(1,944
)Balance at December 31, 2007

$
320


$
0


$
320Less: Payments


(320
)


0



(320
)Balance at December 31, 2008

$
0


$
0


$
0   Restructuring &
    Impairment Charges
          Severanceand


Other(Dollars in Thousands)

Personnel


Exit Costs


TotalBalance at January 1, 2007

$
0


$
0


$
0Provision


937



90



1,027Less: Payments


(918
)


(90
)


(1,008
)Balance at December 31, 2007

$
19


$
0


$
19Provision


92



5,588



5,680Less: Payments


(111
)


(5,588
)


(5,699
)Balance at December 31, 2008

$
0


$
0


$
0  43




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Stock
    Compensation
      ExerciseYear

Options


Price2008


604,621


$ 9.00 to $12.552007


23,000


$18.622006


382,800


$15.11 to $17.21     ExerciseYear

Options


Price2008


16,169


$
8.00 to $11.152007


87,068


$
8.00 to $17.022006


238,896


$
7.44 to $12.26     Range of Exercise





Weighted AverageYear

Outstanding


Prices


Exercisable


Exercise Price2008


1,193,376


$
8.00 to $18.62



445,750


$
13.662007


654,809


$
8.00 to $18.62



329,156


$
12.712006


781,219


$
8.00 to $17.21



210,882


$
13.52      44




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007


2006Black


Black


BlackModel

Scholes


Scholes


ScholesRisk free interest rate


3.38
%


4.70
%


4.70
%Expected dividend yield


1.91
%


1.23
%


1.23
%Expected life of award (years)


5.25



6.0



6.0Expected volatility


41.41
%


31.58
%


31.58
%Fair value per option share

$
4.10


$
6.00


$
5.95     Average


Weighted


AggregateExercise


Average


IntrinsicOptions


Price


Life


ValueOutstanding at December 31, 2007


654,809


$
14.12Options Granted


604,621



11.07Options Exercised


(16,169
)


8.98Cancelled or Forfeited


(49,885
)


15.47Outstanding at December 31, 2008


1,193,376



12.59



8.11



0Exercisable at December 31, 2008


445,750


$
13.66       Contingencies
     45




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  clean-up
  Long-Term
    Debt and Credit Agreements
    2008


2007Credit agreement

$
63,630,667


$
60,913,706Senior notes


100,000,000



100,000,000Industrial revenue bonds


6,340,000



6,890,000Other


1,595,878



3,076,077171,566,545



170,879,783Less current portion


2,020,878



3,626,077$
169,545,667


$
167,253,706              46




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Required Level

Actual LevelInterest Coverage Ratio


2.5 to 1 (minimum
)


3.7Leverage Ratio


3.5 to 1 (maximum
)


2.2     Retirement
    Plans
  
    2008


2007


2006Underfunded


Overfunded


Underfunded


Overfunded


UnderfundedService cost

$
87,660


$
33,016


$
89,229


$
28,570


$
110,055Interest cost


324,955



152,157



171,715



168,416



155,897Expected return on assets


(428,694
)


(216,320
)


(211,002
)


(226,915
)


(185,298
)Amortization of prior service cost


0



0



4,012



0



9,629Amortization of net loss


9,716



0



7,914



1,227



35,109Settlement/Curtailment


0



0



67,662



8,666



0Net periodic pension cost

$
(6,363
)

$
(31,147
)

$
129,530


$
(20,036
)

$
125,392     2008


2007Underfunded


Overfunded


UnderfundedBenefit obligation at beginning of year

$
5,773,992


$
2,747,559


$
2,949,499Service cost


87,660



33,016



89,229Interest cost


324,955



152,157



171,715Curtailments


0



0



3,638Actuarial loss


42,205



1,725



97,843Expenses paid


(60,146
)


(38,024
)


(49,636
)Benefits paid


(386,489
)


(273,072
)


(111,657
)Benefit obligation at end of year

$
5,782,177


$
2,623,361


$
3,150,631     2008


2007


2006Discount rate for net periodic pension cost


5.75
%


5.75
%


5.50
%Discount rate for benefit obligations


5.75
%


5.75
%


5.75
%Expected long-term return of plan assets


8.00
%


8.00
%


8.00
%  47




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2008


2007Underfunded


Overfunded


UnderfundedFair value of plan assets at beginning of year

$
5,638,691


$
2,837,180


$
2,622,694Actual return on plan assets


(1,700,269
)


238,709



220,497Company contributions


0



0



192,000Expenses paid


(60,146
)


(38,024
)


(49,636
)Benefits paid


(386,489
)


(273,072
)


(111,657
)Fair value of plan assets at end of year

$
3,491,787


$
2,764,793


$
2,873,898     2008


2007Equities securities


69
%


76
%Debt securities


29



21Cash


2



3Total


100
%


100
%     2008


2007Underfunded


Overfunded


UnderfundedProjected benefit obligation

$
5,782,177


$
2,623,361


$
3,150,631Plan assets at fair value


3,491,787



2,764,793


$
2,873,898Funded status

$
(2,290,390
)

$
(141,432
)

$
276,733       2009

$
375,0582010


373,9042011


378,2692012


389,8462013


391,7082014-2018

$
1,922,600    48




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Leases
      Year EndedDecember 31,

Commitment2009

$
9,600,0002010


8,044,0002011


6,546,0002012


3,814,0002013


3,100,000Thereafter


27,159,000Total

$
58,263,000   Income Taxes
    Percent of Pre-Tax Income2008


2007


2006Statutory Federal income tax rate


35.0
%


35.0
%


35.0
%State income taxes  net of Federal tax benefit


(0.9
)


2.1



2.1Foreign tax rate differential


0.9



(1.5
)


.1Non-deductible goodwill of $41.9 million


(31.2
)


0



0Domestic production deduction


0



(1.8
)


(.9
)Other


(2.2
)


1.4



(0
)Effective tax rate for the year


1.6
%


35.2
%


36.3
%  49




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (Dollar in thousands)

2008


2007


2006United States

$
(46,923
)

$
62,471


$
40,756Foreign


(70
)


(5,420
)


4,318Totals

$
(46,993
)

$
57,051


$
45,074     2008


2007


2006(Dollars in thousands)

Current


Deferred


Current


Deferred


Current


DeferredFederal

$
2,458


$
(3,417
)

$
23,975


$
(2,968
)

$
13,133


$
266Foreign


2,705



(3,147
)


(2,552
)


(205
)


1,588



(49
)State and local


(262
)


895



2,063



(210
)


1,290



136$
4,901


$
(5,669
)

$
23,486


$
(3,383
)

$
16,011


$
353     (Dollars in thousands)

2008


2007Deferred income tax liabilitiesProperty, plant and equipment

$
27,519


$
32,154Tax-deductible goodwill


11,973



16,719Other intangibles


624



1,433State deferred taxes


2,454



1,886Other


708



86843,278



53,060Deferred income tax assetsCompensation


3,170



3,005Inventory valuation


1,253



1,358Allowance for uncollectible accounts


1,231



974Non-deductible accruals


3,008



5,281Capital loss carryforwards


27,061



26,635Net operating loss carryforwards


2,063



2,05837,786



39,311Valuation Allowance


(28,086
)


(27,493
)9,700



11,818Net deferred income tax liability

$
33,578


$
41,242    50




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Total(In thousands)Balance at January 1, 2007

$
1,755Increases related to current year tax positions


146Expiration of the statute of limitations for the assessment of
    taxes


(21
)Balance at December 31, 2007

$
1,880Increases related to current year tax positions


5,300Expiration of the statute of limitations for the assessment of
    taxes


(527
)Balance at December 31, 2008

$
6,653         Industry
    Segments
  
   51




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
            52




---



##### Table of Contents



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2008


2007


2006(Dollars in thousands)Net SalesDistribution

$
187,132


$
203,230


$
197,329Material Handling


261,189



267,221



240,050Automotive and Custom


173,988



170,903



204,659Lawn and Garden


272,803



300,872



160,155Intra-segment elimination


(27,282
)


(23,433
)


(22,209
)$
867,830


$
918,793


$
779,984Income (Loss) Before Income TaxesDistribution

$
17,490


$
20,537


$
22,241Material Handling


26,638



40,360



34,872Automotive and Custom


(54,978
)


8,968



14,041Lawn and Garden


(1,794
)


897



8,089Corporate


(22,840
)


1,788



(18,320
)Interest
    expense-net


(11,508
)


(15,500
)


(15,849
)$
(46,992
)

$
57,051


$
45,074Identifiable AssetsDistribution

$
44,654


$
46,944


$
54,636Material Handling


187,923



191,562



149,114Automotive and Custom


83,320



137,933



142,185Lawn and Garden


241,725



302,736



163,434Corporate


11,278



18,377



15,831$
568,900


$
697,552


$
525,200Capital Additions, NetDistribution

$
332


$
190


$
416Material Handling


32,849



7,875



4,910Automotive and Custom


2,283



4,892



1,773Lawn and Garden


5,375



6,496



5,116Corporate


137



357



166$
40,976


$
19,810


$
12,381DepreciationDistribution

$
336


$
372


$
351Material Handling


13,557



10,991



10,378Automotive and Custom


6,967



6,117



6,120Lawn and Garden


15,401



16,242



9,215Corporate


345



397



441$
36,606


$
34,119


$
26,505  53




---



##### Table of Contents



ITEM 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.   
  ITEM 9.A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-a5(e)
      Changes
    in Internal Control Over Financial Reporting
    Managements
    Annual Assessment of and Report on Internal Control Over
    Financial Reporting
  13a-15(f).
    Internal
    Control - Integrated Framework
 54




---



##### Table of Contents



John C. Orr

Donald A. MerrilPresident and

Vice President,Chief Executive Officer

Chief Financial Officer and
    Corporate Secretary  55




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  The Board of
    Directors 
    Myers Industries, Inc.:
  Internal Control  Integrated Framework
        Internal Control 
    Integrated Framework
        56




---



##### Table of Contents



ITEM 9B.
    Other
    Information.   
  PART III
 
  ITEM 10.
    Directors
    and Executive Officers of the Company           
  ITEM 11.
    Executive
    Compensation   
  ITEM 12.
    Security
    Ownership of Certain Beneficial Owners and Management    (C)Number of Securities(A)





Remaining Available forNumber of Securities


(B)


Future Issuance Underto be Issued Upon


Weighted-average


Equity CompensationExercise of


Exercise Price of


Plans (ExcludingOutstanding Options,


Outstanding Options,


Securities Reflected inPlan Category

Warrants or Rights


Warrants or Rights


Column(A))Equity Compensation Plans Approved by Security
    Holders(1)


1,317,626


$
11.39



130,990(2
)Equity Compensation Plans Not Approved by Security
    Holders(3)


0



0



0Total


1,317,626







130,990(2
)     (1)
    
    This information is as of December 31, 2008 and includes
    the 1999 Incentive Stock Plan and the Employee Stock Purchase
    Plan. 57




---



##### Table of Contents



(2)
    
    The 1999 Incentive Stock Plan expired by its terms on
    January 1, 2009, and these securities were no longer
    available for future issuance from that  date.(3)
    
    Does not include the 584,689 shares that were conditionally
    granted under the 2008 Incentive Stock Plan. 
  ITEM 13.
    Certain
    Relationships and Related Transactions   
  ITEM 14.
    Principal
    Account Fees and Services   
  PART IV
 
  ITEM 15.
    Exhibits,
    Financial Statement Schedules    15.
    (A)(1)
    Financial Statements  Consolidated Financial Statements of Myers Industries, Inc.
    and Subsidiaries
              15.
    (A)(2)
    Financial Statement Schedules    15.
    (B) Exhibits  EXHIBIT INDEX2(a)

Stock Purchase Agreement among Myers Industries, Inc., ITML
    Holdings Inc. and 2119188 Ontario Inc., dated December 27,
    2006. Reference is made to Exhibit 2.1 to
    Form 8-K
    filed with the Commission on January 16, 2007.**2(b)

Stock Purchase Agreement among Myers Industries, Inc., ITML
    Holdings Inc. and 2117458 Ontario Inc., dated December 27,
    2006. Reference is made to Exhibit 2.2 to
    Form 8-K
    filed with the Commission on January 16, 2007.**2(c)

Sale and Purchase Agreement between Myers Industries, Inc. and
    LINPAC Material Handling Limited, dated October 20, 2006.
    Reference is made to Exhibit 1 to
    Form 8-K
    filed with the Commission on February 6, 2007.** 58




---



##### Table of Contents



EXHIBIT INDEX2(d)

Agreement and Plan of Merger among Myers Industries, Inc., MYEH
    Corporation and MYEH Acquisition Corporation, dated
    April 24, 2007. Reference is made to Exhibit 10.1 to
    Form 8-K
    filed with the Commission on April 26, 2007.**2(e)

Letter Agreement among Myers Industries, Inc., Myers Holdings
    Corporation (f/k/a MYEH Corporation) and Myers Acquisition
    Corporation (f/k/a MYEH Acquisition Corporation), dated
    December 10, 2007. Reference is made to Exhibit 99.1
    to
    Form 8-K
    filed with the Commission on December 10, 2007.2(f)

Letter Agreement among Myers Industries, Inc., Myers Holdings
    Corporation (f/k/a MYEH Corporation) and Myers Acquisition
    Corporation (f/k/a MYEH Acquisition Corporation), dated
    April 3, 2008. Reference is made to Exhibit 99.1 to
    Form 8-K
    filed with the Commission on April 4, 2008.3(a)

Myers Industries, Inc. Amended and Restated Articles of
    Incorporation. Reference is made to Exhibit 3(a) to
    Form 10-K
    filed with the Commission on March 16, 2005.3(b)

Myers Industries, Inc. Amended and Restated Code of Regulations.
    Reference is made to Exhibit (3)(b) to
    Form 10-K
    filed with the Commission on March 26, 2003.10(a)

Myers Industries, Inc. Amended and Restated Employee Stock
    Purchase Plan. Reference is made to Exhibit 10(a) to
    Form 10-K
    filed with the Commission on March 30, 2001.10(b)

Form of Indemnification Agreement for Directors and Officers.
    Reference is made to Exhibit 10(b) to
    Form 10-K
    filed with the Commission on March 30, 2001.*10(c)

Myers Industries, Inc. Amended and Restated Dividend
    Reinvestment and Stock Purchase Plan. Reference is made to
    Exhibit 10(d) to
    Form 10-K
    filed with the Commission on March 19, 2004.10(d)

Myers Industries, Inc. Amended and Restated 1999 Incentive Stock
    Plan. Reference is made to Exhibit 10(f) to
    Form 10-Q
    filed with the Commission on August 9, 2006.*10(e)

Myers Industries, Inc. Executive Supplemental Retirement Plan.
    Reference is made to Exhibit (10)(g) to
    Form 10-K
    filed with the Commission on March 26, 2003.*10(f)

Amended and Restated Employment Agreement between Myers
    Industries, Inc. and John C. Orr effective June 1, 2008.
    Reference is made to Exhibit 10.1 to
    Form 8-K
    filed with the Commission on June 24, 2008.*10(g)

Non-Disclosure and Non-Competition Agreement between Myers
    Industries, Inc. and John C. Orr dated July 18, 2000.
    Reference is made to Exhibit 10(j) to
    Form 10-Q
    filed with the Commission on May 6, 2003.*10(h)

Amendment to the Myers Industries, Inc. Executive Supplemental
    Retirement Plan (John C. Orr) effective June 1, 2008.
    Reference is made to Exhibit 10.2 to
    Form 8-K
    filed with the Commission on June 24, 2008.*10(i)

Employment Agreement between Myers Industries, Inc. and Donald
    A. Merril dated January 24, 2006. Reference is made to
    Exhibit 10(k) to
    Form 10-K
    filed with the Commission on March 16, 2006.*10(j)

Amendment to the Myers Industries, Inc. Executive Supplemental
    Retirement Plan (Donald A. Merril) dated January 24, 2006.
    Reference is made to Exhibit 10(l) to
    Form 10-K
    filed with the Commission on March 16, 2006.*10(k)

Non-Disclosure and Non-Competition Agreement between Myers
    Industries, Inc. and Donald A. Merril dated January 24,
    2006. Reference is made to Exhibit 10(m) to
    Form 10-K
    filed with the Commission on March 16, 2006.*10(l)

Retirement and Separation Agreement between Myers Industries,
    Inc. and Stephen E. Myers effective May 1, 2005. Reference
    is made to Exhibit 10(k) to
    Form 10-Q
    filed with the Commission on August 10, 2005.*10(m)

Form of Stock Option Grant Agreement. Reference is made to
    Exhibit 10(r) to
    Form 10-K
    filed with the Commission on March 16, 2005.*10(n)

Second Amended and Restated Loan Agreement between Myers
    Industries, Inc. and JP Morgan Chase Bank, Agent dated as of
    October 26, 2006. Reference is made to Exhibit 10.1 to
    Form 8-K
    filed with the Commission on October 31, 2006.10(o)

Note Purchase Agreement between Myers Industries, Inc. and the
    Note Purchasers, dated December 12, 2003, regarding the
    issuance of (i) $65,000,000 of 6.08%
    Series 2003-A
    Senior Notes due December 12, 2010, and
    (ii) $35,000,000 of 6.81%
    Series 2003-A
    Senior Notes due December 12, 2013. Reference is made to
    Exhibit 10(o) to
    Form 10-K
    filed with the Commission on March 15, 2004. 59




---



##### Table of Contents



EXHIBIT INDEX10(p)

Myers Industries, Inc. Non-Employee Board of Directors
    Compensation Arrangement. Reference is made to
    Exhibit 10(w) to
    Form 10-K
    filed with the Commission on March 16, 2006.*14(a)

Myers Industries, Inc. Code of Business Conduct and Ethics.
    Reference is made to Exhibit 14(a) to
    Form 10-K
    filed with the Commission on March 16, 2005.14(b)

Myers Industries, Inc. Code of Ethical Conduct for the Finance
    Officers and Finance Department Personnel. Reference is made to
    Exhibit 14(b) to
    Form 10-K
    filed with the Commission on March 16, 2005.21

List of Direct and Indirect Subsidiaries, and Operating
    Divisions, of Myers Industries, Inc.23

Consent of Independent Registered Public Accounting Firm (KPMG
    LLP)31(a)

Certification of John C. Orr, President and Chief Executive
    Officer of Myers Industries, Inc, pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002.31(b)

Certification of Donald A. Merril, Vice President (Chief
    Financial Officer) of Myers Industries, Inc., pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32

Certifications of John C. Orr Myers, President and Chief
    Executive Officer, and Donald A. Merril, Vice President (Chief
    Financial Officer), of Myers Industries, Inc. pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Indicates executive compensation plan or arrangement.  **
    
    Pursuant to Item 601(b)(2) of
    Regulation S-K,
    certain exhibits and schedules have been omitted from this
    filing. The registrant agrees to furnish the Commission on a
    supplemental basis a copy of any omitted exhibit or schedule. 60




---



##### Table of Contents



SIGNATURES
    Myers Industries, Inc.
  /s/  Donald
    A. Merril   Vice President,
 Chief Financial Officer and
 Corporate Secretary
    Signature

Title

Date/s/  Donald
    A. MerrilDonald
    A. Merril

Vice President, Chief Financial Officer and Corporate Secretary
    (Principal Financial and Accounting Officer)

March 16, 2009/s/  Keith
    A. BrownKeith
    A. Brown

Director

March 16, 2009/s/  Vincent
    ByrdVincent
    Byrd

Director

March 16, 2009/s/  Robert
    A. StefankoRobert
    A. Stefanko

Director

March 16, 2009/s/  Richard
    P. JohnstonRichard
    P. Johnston

Director

March 16, 2009/s/  Edward
    W. KisselEdward
    W. Kissel

Director

March 16, 2009/s/  Stephen
    E. MyersStephen
    E. Myers

Director

March 16, 2009/s/  John
    C. OrrJohn
    C. Orr

President, Chief Executive Officer and Director (Principal
    Executive Officer)

March 16, 2009/s/  Richard
    L. OsborneRichard
    L. Osborne

Director

March 16, 2009/s/  Jon
    H. OutcaltJon
    H. Outcalt

Director

March 16, 2009  61