RELIANCE INC

Previous wording

This report contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements may include, but are not limited to, discussions of our industry and end markets, our business strategies and our expectations concerning future demand and major commodity product pricing and our results of operations, margins, profitability, taxes, liquidity, macroeconomic conditions, including inflation, prevailing elevated interest rates and slowing macroeconomic growth, litigation matters and capital resources. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “preliminary,” “range,” “intend” and “continue,” the negative of these terms, and similar expressions. All statements contained in this report that are not statements of historical fact are forward-looking statements. These forward-looking statements are based on management’s estimates, projections and assumptions as of the date of such statements. We caution readers not to place undue reliance on forward-looking statements.

Current wording

This report contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements may include, but are not limited to, discussions of our industry and end markets, our business strategies and our expectations concerning future demand and major commodity product pricing and our results of operations, margins, profitability, taxes, liquidity, macroeconomic conditions, including inflation, interest rates and economic growth, litigation matters and capital resources. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “preliminary,” “range,” “intend” and “continue,” the negative of these terms, and similar expressions. All statements contained in this report that are not statements of historical fact are forward-looking statements. These forward-looking statements are based on management’s estimates, projections and assumptions as of the date of such statements. We caution readers not to place undue reliance on forward-looking statements.

Previous wording

Forward-looking statements involve known and unknown risks and uncertainties and are not guarantees of future performance. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements as a result of various important factors, including, but not limited to, actions taken by us, as well as developments beyond our control, including, but not limited to, the impacts of labor constraints and supply chain disruptions and changes in domestic and worldwide political and economic conditions such as inflation, a prolonged higher interest rate environment and slowing macroeconomic growth that could materially impact us, our customers and suppliers and demand for our products and services. Deteriorations in economic conditions, as a result of inflation, elevated interest rates, economic recession, slowing growth, outbreaks of infectious disease, conflicts such as the war in Ukraine and the evolving events in Israel and Gaza or otherwise, could lead to a decline in demand for our products and services and negatively impact our business, and may also impact financial markets and corporate credit markets which could adversely impact our access to financing, or the terms of any financing. Other factors which could cause actual results to differ materially from our forward-looking statements include those disclosed in this report and in other reports we have filed with the United States Securities and Exchange Commission (the “SEC”). Important risks and uncertainties about our business can be found elsewhere in this Quarterly Report on Form 10-Q and in Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC and in other documents Reliance files or furnishes with the SEC.

Current wording

Forward-looking statements involve known and unknown risks and uncertainties and are not guarantees of future performance. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements as a result of various important factors, including, but not limited to, actions taken by us, as well as developments beyond our control, including, but not limited to, the impacts of labor constraints and supply chain disruptions and changes in domestic and worldwide political and economic conditions and policies such as inflation, a prolonged higher interest rate environment, slowing macroeconomic growth or changes in tax or tariff policy that could materially impact us, our customers and suppliers, metals pricing, and demand for our products and services. Deteriorations in economic conditions, as a result of inflation, elevated interest rates, economic recession, slowing growth, outbreaks of infectious disease, conflicts in Ukraine, the Middle East or otherwise, could lead to a decline in demand for our products and services and negatively impact our business, and may also impact financial markets and corporate credit markets which could adversely impact our access to financing, or the terms of any financing. Other factors which could cause actual results to differ materially from our forward-looking statements include those disclosed in this report and in other reports we have filed with the United States Securities and Exchange Commission (the “SEC”). Important risks and uncertainties about our business can be found elsewhere in this Quarterly Report on Form 10-Q and in Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC and in other documents Reliance files or furnishes with the SEC.

Previous wording

In the second quarter and first half of 2024, demand was relatively healthy in the majority of our end markets with our same-store tons sold relatively consistent with the prior year periods. However, our operating results declined from the comparable 2023 periods, despite earnings contributions from three closed acquisitions, mainly due to lower metals prices and declines in gross profit margin from a declining metals pricing environment.

Current wording

In the third quarter and nine months ended September 30, 2024, demand was relatively healthy in the majority of our end markets with increases in our same-store tons sold compared to prior year periods. However, our operating results declined from the comparable 2023 periods, despite earnings contributions from four acquisitions completed in the first three quarters of 2024, mainly due to lower metals prices.

Previous wording

Our second quarter of 2024 same-store and total tons sold increased 0.7% and 4.7%, respectively, compared to the second quarter of 2023, which outperformed the 1.8% decline in industry shipments reported by the Metals Service Center Institute. We believe our outperformance of industry peers is supported by our organic and inorganic growth activities.

Current wording

Our same-store and total tons sold increases of 3.7% and 7.1%, respectively, in the third quarter of 2024 compared to the third quarter of 2023 benefited from one additional shipping day and outperformed the 1.2% decline in industry shipments reported by the Metals Service Center Institute. We believe our outperformance of industry peers is supported by our organic growth activities along with our service levels.

Previous wording

Our second quarter of 2024 same-store net sales decreased 8.7% compared to the second quarter of 2023 as a result of a 9.7% decline in average selling price per ton sold, which was partially offset by a 0.7% increase in tons sold. Same-store net sales for the six months ended June 30, 2024 were down 8.7% from the same period in 2023, reflecting an 8.1% decrease in average selling price per ton sold and a 1.1% decrease in tons sold, which was impacted by one less shipping day.

Current wording

Our third quarter of 2024 same-store net sales decreased 8.0% compared to the third quarter of 2023 as a result of a 11.4% decline in average selling price per ton sold, which was partially offset by a 3.7% increase in tons sold discussed above. Same-store net sales for the nine months ended September 30, 2024 were down 8.5% from the same period in 2023, reflecting a 9.2% decrease in average selling price per ton sold, which was partially offset by a 0.4% increase in tons sold. Declines in carbon steel product prices had the most significant impact on our selling price per ton as carbon steel product sales represent over 50% of our sales.

Previous wording

Earnings per diluted share were $4.67 and $9.90 for the second quarter and six months ended June 30, 2024, respectively, compared to $6.49 and $12.92 for the respective 2023 periods. Our lower earnings year-over-year are mainly due to lower metals prices. Pricing for our products generally has a much more significant impact on our operating results than customer demand levels.

Current wording

Earnings per diluted share were $3.61 and $13.55 for the third quarter and nine months ended September 30, 2024, respectively, compared to $4.99 and $17.92 for the respective 2023 periods. Our lower earnings per share year-over-year are mainly due to lower metals prices despite increases in same-store and total tons sold, and share repurchases.

Previous wording

Cash flow from operations of $492.6 million for the six months ended June 30, 2024 decreased from $679.7 million for the same period in 2023 mainly due to lower net income.

Current wording

Cash flow from operations of $956.5 million for the nine months ended September 30, 2024 decreased from $1.15 billion for the same period in 2023 mainly due to lower net income partially offset by a decrease in working capital investment.

Previous wording

Returns to stockholders in the first half of 2024 of $647.2 million were comprised of $127.9 million of cash dividends and $519.3 million of share repurchases.

Current wording

Returns to stockholders in the nine months ended September 30, 2024 of $1.14 billion were comprised of $951.3 million of share repurchases and $188.5 million of cash dividends.

Previous wording

Organic growth activities were substantially comprised of capital expenditures of $206.9 million for the first half of 2024 compared to $233.1 million for the first half of 2023. We completed two acquisitions in April 2024 for $292.8 million, following an acquisition in February 2024 for $53.7 million.

Current wording

Organic growth activities were substantially comprised of capital expenditures of $319.7 million for the nine months ended September 30, 2024 compared to $358.6 million for the same period in 2023. We completed four acquisitions in the nine months ended September 30, 2024 for $366.7 million.

Previous wording

Included in our net sales for the six months ended June 30, 2024 were combined net sales of $115.1 million from our completed 2024 acquisitions.

Current wording

Included in our net sales for the nine months ended September 30, 2024 were combined net sales of $203.9 million from our 2024 acquisitions.

Previous wording

On May 1, 2023, we acquired, with cash on hand, Southern Steel Supply, LLC (“Southern Steel”). Southern Steel is headquartered in Memphis, Tennessee and offers merchant and structural steel, pipe and tube, steel plate, ornamental products and laser cut and fabricated parts. Included in our net sales for the six months ended June 30, 2024 were net sales of $20.1 million from Southern Steel.

Current wording

On May 1, 2023, we acquired, with cash on hand, Southern Steel Supply, LLC (“Southern Steel”). Southern Steel is headquartered in Memphis, Tennessee and offers merchant and structural steel, pipe and tube, steel plate, ornamental products and laser cut and fabricated parts. Included in our net sales for the nine months ended September 30, 2024 and 2023 were net sales of $28.8 million and $20.2 million, respectively, from Southern Steel.

Previous wording

The following sets forth certain income statement data for the second quarter and six months ended June, 30 2024 and 2023 (dollars are shown in millions, except per share amounts, and certain percentages may not calculate due to rounding):

Current wording

The following sets forth certain income statement data for the third quarter and nine months ended September 30, 2024 and 2023 (dollars are shown in millions, except per share amounts, and certain percentages may not calculate due to rounding):

Previous wording

Our same-store net sales declined from the comparable 2023 periods mainly due to declines in carbon steel pricing that lowered our average selling price per ton sold. Demand remained relatively healthy in the majority of end markets we serve. The decline in same-store tons sold for the six months ended June 30, 2024 mainly resulted from one less shipping day compared to the same period in 2023.

Current wording

Our same-store net sales declined from the comparable 2023 periods mainly due to declines in carbon steel pricing that lowered our average selling price per ton sold despite increases in same-store and total tons sold. Demand remained relatively healthy in the majority of end markets we serve supported by same-store growth in tons sold from the prior year periods.

Previous wording

Since we primarily purchase and sell our inventories in the spot market, our average selling prices generally fluctuate similarly with the changes in the costs of the various metals we purchase; the mix of products sold can also have an impact on our overall average selling price per ton sold. As carbon steel sales represented 54% of our gross sales for the six months ended June 30, 2024, changes in carbon steel prices have the most significant impact on changes in our overall average selling price per ton sold.

Current wording

Since we primarily purchase and sell our inventories in the spot market, our average selling prices generally fluctuate with the changes in the costs of the various metals we purchase. The mix of products sold can also have an impact on our overall average selling price per ton sold. As carbon steel sales represented 53% of our gross sales for the nine months ended September 30, 2024, changes in carbon steel prices have the most significant impact on changes in our overall average selling price per ton sold.

Previous wording

Year-over-year changes in the selling prices of our major commodity products and related mix of our tons sold are presented below:

Current wording

The mix of our total sales by major commodity products and year-over-year changes in selling pricesare presented below:

Previous wording

Gross profit in the second quarter and six months ended June 30, 2024 decreased from the same periods in 2023 mainly due to lower sales as a result of decreases in average selling price per ton sold partially offset by gross profit contributions from our acquisitions.

Current wording

Gross profit in the third quarter and nine months ended September 30, 2024 decreased from the same periods in 2023 mainly due to lower net sales as a result of decreases in average selling price per ton sold partially offset by gross profit contributions from our acquisitions.

Previous wording

In addition, we record in cost of sales non-cash adjustments to our LIFO method inventory valuation reserve that, in effect, reflects cost of sales at current replacement costs. The inventory caption of our consolidated balance sheet included a LIFO method inventory valuation reserve of $479.3 million at June 30, 2024.

Current wording

In addition, we record in cost of sales non-cash adjustments to our LIFO method inventory valuation reserve that, in effect, reflects cost of sales at current replacement costs. The inventory caption of our consolidated balance sheet includes a LIFO method inventory valuation reserve of $429.3 million at September 30, 2024.

Previous wording

Our same-store SG&A expense for each of the second quarter and six months ended June 30, 2024 were relatively consistent with the same periods in 2023. Our SG&A expense in the 2024 periods reflected lower incentive-based compensation resulting from lower profitability offset by higher costs associated with wage inflation and increased headcounts related to our organic growth activities. SG&A expense as a percentage of sales mainly increased due to lower sales levels.

Current wording

Our same-store SG&A expense for each of the third quarter and nine months ended September 30, 2024 increased due to higher costs associated with wage inflation and increased headcounts related to our organic growth activities offset

Previous wording

Operating income declined for the second quarter and six months ended June 30, 2024 as compared to the same periods in 2023 as a result of lower same-store gross profit, driven by lower net sales and gross profit margin, partially offset by contributions to operating income from our acquisitions. Our operating income margins in the second quarter and six months ended June 30, 2024 were lower than in the comparable 2023 periods mainly due to lower gross profit margins and decreased operating leverage of our SG&A expense due to lower sales levels.

Current wording

Operating income declined for the third quarter and nine months ended September 30, 2024 as compared to the same periods in 2023 as a result of lower same-store gross profit, driven by lower net sales and gross profit margin, partially offset by contributions to operating income from our acquisitions. Our operating income margins in the third quarter and nine months ended September 30, 2024 were lower than in the comparable 2023 periods mainly due to lower gross profit margins and decreased operating leverage of our SG&A expense due to lower sales levels.

Previous wording

Our effective income tax rate for each of the second quarter and six months ended June 30, 2024 was 23.3%, compared to 24.4% for the same 2023 periods. The differences between our effective income tax rates and the U.S. federal statutory rate of 21.0% were mainly due to state income taxes.

Current wording

Our effective income tax rate for each of the third quarter and nine months ended September 30, 2024 was 23.3%, compared to 23.7% and 24.2% for the third quarter and nine months ended September 30, 2023, respectively. The differences between our effective income tax rates and the U.S. federal statutory rate of 21.0% were mainly due to state income taxes.

Previous wording

Net cash provided by operations of $492.6 million in the six months ended June 30, 2024 decreased $187.1 million from $679.7 million in the same period in 2023. The year-over-year decrease was mainly due to a decline of $198.6 million in net income with relatively consistent working capital spend. To manage our working capital, we focus on our days sales outstanding and inventory turnover rate as receivables and inventory are the two most significant elements of our working capital. As of June 30, 2024 and 2023, our days sales outstanding rates were 41.1 days and 40.2 days, respectively. Our

Current wording

Net cash provided by operations of $956.5 million in the nine months ended September 30, 2024 decreased $189.2 million from $1.15 billion in the same period in 2023. The year-over-year decrease was mainly due to a decline of $294.7 million in net income offset by lower working capital investment. To manage our working capital, we focus on our days sales outstanding and inventory turnover rate as receivables and inventory are the two most significant elements of our working capital. As of September 30, 2024 and 2023, our days sales outstanding rates were 41.4 days and 40.3 days, respectively. Our inventory turnover rate (based on tons) during the nine months ended September 30, 2024 was 4.6 times (or 2.6 months on hand), compared to 4.7 times (or 2.6 months on hand) for the same period in 2023.

Previous wording

Net cash used in investing activities of $562.0 million for the six months ended June 30, 2024 increased $307.0 million from $255.0 million used in the same period in 2023. The significant increase was mainly due to $346.5 million spent on three acquisitions in 2024 partially offset by $26.2 million less of capital expenditures. The majority of our capital expenditures in the six months ended June 30, 2024 and 2023 were related to growth initiatives.

Current wording

Net cash used in investing activities of $673.4 million for the nine months ended September 30, 2024 increased $305.6 million from $367.8 million in the same period in 2023. The significant increase was mainly due to $366.7 million spent on acquisitions in the 2024 nine-month period compared to $24.1 million in the same period in 2023, partially offset by $38.9 million less of capital expenditures. The majority of our capital expenditures in the nine months ended September 30, 2024 and 2023 were related to growth activities.

Previous wording

Net cash used in financing activities of $654.1 million for the six months ended June 30, 2024 declined $126.3 million from $780.4 million in the same period in 2023. The decrease was mainly the result of lower debt repayments that offset increased share repurchases. The prior year period included the redemption of $500.0 million of senior notes in January 2023 compared to no debt activity in the six months ended June 30, 2024. In the six months ended June 30, 2024, we repurchased $519.3 million of our common stock compared to $112.8 million in the same period in 2023. Our returns to stockholders also included an increase in our quarterly dividend rate of 10% in February 2024 with total dividend payments of $127.9 million in the six months ended June 30, 2024 compared to $120.6 million in the same period in 2023.

Current wording

Net cash used in financing activities of $1.05 billion for the nine months ended September 30, 2024 increased $78.0 million from $970.7 million in the same period in 2023. The increase was mainly the result of increased share repurchases partially offset by increased net debt borrowings. Net debt borrowings were $125.0 million in the nine months ended September 30, 2024 compared to net debt repayments of $507.9 million in the same period in 2023, which included the redemption of $500.0 million of senior notes. In the nine months ended September 30, 2024, we repurchased $951.3 million of our common stock compared to $239.2 million in the same period in 2023. Our returns to stockholders also included an increase in our quarterly dividend rate of 10% in February 2024 with total dividend payments of $188.5 million in the nine months ended September 30, 2024 compared to $179.3 million in the same period in 2023.

Previous wording

On July 23, 2024, our Board of Directors declared the 2024 third quarter cash dividend of $1.10 per share. We have increased our quarterly dividend 31 times since our IPO in 1994, with the most recent increase of 10.0% from $1.00 to $1.10 per share effective in the first quarter of 2024. We have paid quarterly cash dividends on our common stock for 65 consecutive years and have never reduced or suspended our regular quarterly dividend.

Current wording

On October 22, 2024, our Board of Directors declared the 2024 fourth quarter cash dividend of $1.10 per share. We have increased our quarterly dividend 31 times since our IPO in 1994, with the most recent increase of 10.0% from $1.00 to $1.10 per share effective in the first quarter of 2024. We have paid quarterly cash dividends on our common stock for 65 consecutive years and have never reduced or suspended our regular quarterly dividend.

Previous wording

Subsequent to quarter end, we repurchased an additional 637,669 shares at an average cost of $285.36, for a total of $182.0 million, resulting in $738.5 million remaining as of July 25, 2024 under our $1.5 billion share repurchase program authorized by our Board of Directors effective October 30, 2023. The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time.

Current wording

On October 22, 2024, our Board of Directors amended our share repurchase program to replenish the repurchase authorization to $1.5 billion. The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time.

Previous wording

We have a $1.5 billion unsecured revolving credit facility with no outstanding borrowings at June 30, 2024 under our Amended and Restated Credit Agreement (as amended, the “Credit Agreement”). We also had an aggregate of $1.15 billion principal amount of senior unsecured note obligations with various maturities through 2036 issued under indentures as of June 30, 2024.

Current wording

On September 10, 2024, we entered into a $1.5 billion unsecured five-year Second Amended and Restated Credit Agreement (“Credit Agreement”) that amended and restated our then-existing $1.5 billion unsecured revolving credit facility with $125.0 million of outstanding borrowings at September 30, 2024. We also had an aggregate of $1.15 billion principal amount of senior unsecured note obligations with various maturities through 2036 issued under indentures as of September 30, 2024.

Previous wording

We believe our primary sources of liquidity, including funds generated from operations, cash and cash equivalents and our $1.5 billion revolving credit facility, will be sufficient to satisfy our cash requirements and stockholder return activities over the next 12 months and beyond. As of June 30, 2024, we had $350.8 million in cash and cash equivalents and our net debt-to-total capital ratio was 9.4%, up from 0.8% as of December 31, 2023.

Current wording

We believe our primary sources of liquidity, including funds generated from operations, cash and cash equivalents and our $1.5 billion revolving credit facility, will be sufficient to satisfy our cash requirements and stockholder return activities over the next 12 months and beyond. As of September 30, 2024, we had $314.6 million in cash and cash equivalents and our net debt-to-total capital ratio was 11.5%, up from 0.8% as of December 31, 2023.

Previous wording

As of June 30, 2024, we had $400.3 million of debt obligations coming due before our $1.5 billion revolving credit facility matures on September 3, 2025.

Current wording

As of September 30, 2024, we had $401.4 million of debt obligations coming due before our $1.5 billion revolving credit facility matures on September 10, 2029.

Previous wording

We believe that we will continue to have sufficient liquidity to fund our future operating needs and to repay our debt obligations as they become due. In addition to funds generated from operations and approximately $1.5 billion available under our revolving credit facility, we expect to continue to be able to access the capital markets to raise funds, if desired. We believe our investment grade credit ratings enhance our ability to effectively raise capital. We believe our sources of liquidity will continue to be adequate to maintain operations, make necessary capital expenditures, finance strategic growth through acquisitions and internal initiatives, pay dividends and repurchase our common stock.

Current wording

We believe that we will continue to have sufficient liquidity to fund our future operating needs and to repay our debt obligations as they become due. In addition to funds generated from operations and approximately $1.37 billion available under our revolving credit facility, we expect to continue to be able to access the capital markets to raise funds, if desired. We believe our investment grade credit ratings enhance our ability to effectively raise capital. We believe our sources of liquidity will continue to be adequate to maintain operations, make necessary capital expenditures, finance strategic growth through acquisitions and internal initiatives, pay dividends and repurchase our common stock.

Previous wording

The Credit Agreement and indentures governing our debt securities include customary representations, warranties, covenants and events of default provisions. The covenants under the Credit Agreement include, among other things, two financial maintenance covenants that require us to comply with a minimum interest coverage ratio and a maximum leverage ratio.

Current wording

The Credit Agreement and indentures governing our debt securities include customary representations, warranties, covenants and events of default provisions. The covenants under the Credit Agreement include, among other things, a financial maintenance covenant that requires us to comply with a maximum total net leverage ratio.

Previous wording

We were in compliance with all financial maintenance covenants in our Credit Agreement at June 30, 2024.

Current wording

We were in compliance with the financial maintenance covenant in our Credit Agreement at September 30, 2024.

Previous wording

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $2.17 billion at June 30, 2024, or approximately 21% of total assets and 28% of total equity. Additionally, other intangible assets, net amounted to $1.04 billion at June 30, 2024, or approximately 10% of total assets and 14% of total equity. Goodwill and other intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests and further evaluation when certain events occur. Other intangible assets with finite useful lives are amortized over their estimated useful lives. We review the recoverability of our long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

Current wording

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $2.17 billion at September 30, 2024, or approximately 21% of total assets and 29% of total equity. Additionally, other intangible assets, net amounted to $1.03 billion at September 30, 2024, or approximately 10% of total assets and 14% of total equity. Goodwill and other intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests and further evaluation when certain events occur. Other intangible assets with finite useful lives are amortized over their estimated useful lives. We review the recoverability of our long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

Previous wording

The Company may use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website atwww.reliance.com, and our investors relations website,investor.reliance.com. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section atinvestor.reliance.com. The website is for informational purposes only and is not intended for use as a hyperlink. The Company is not incorporating any material on its website into this quarterly report on Form 10-Q.

Current wording

receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section athttps://investor.reliance.com. The website is for informational purposes only and is not intended for use as a hyperlink. The Company is not incorporating any material on its website into this quarterly report on Form 10-Q.