RELIANCE INC
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
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“Legal Matters”
Note 17. Commitments and Contingencies
Purchase Commitments
As of December 31, 2024, we had commitments to purchase minimum quantities of certain metals products, which we entered into to secure material for corresponding long-term sales commitments with our customers. The total amount of the minimum commitments based on current pricing is estimated at approximately $276.2 million, with amounts in 2025, 2026 and thereafter being $193.4 million, $57.2 million and $25.6 million, respectively.
Collective Bargaining Agreements
As of December 31, 2024, approximately 1,920, or 12%, of our total employees were covered by 56 collective bargaining agreements at 48 of our different locations, which expire at various times over the next five years. Approximately 4% of our employees are covered by 21 different collective bargaining agreements that will expire during 2025, if not renewed.
Environmental Contingencies
We are subject to extensive and changing federal, state, local and foreign laws and regulations designed to protect the environment, including those relating to the use, handling, storage, discharge and disposal of hazardous substances and the remediation of environmental contamination. Our operations use minimal amounts of such substances.
We believe we are in material compliance with environmental laws and regulations; however, we are from time to time involved in administrative and judicial proceedings and inquiries relating to environmental matters. Some of our owned or leased properties are located in industrial areas with histories of heavy industrial use. We may incur some environmental liabilities because of the location of these properties. In addition, we are currently involved with an environmental remediation project related to activities at former manufacturing operations of EMJ, ourwholly owned subsidiary, that were sold many years prior to our acquisition of EMJ in 2006. Although the potential cleanup costs could be significant, EMJ maintained insurance policies during the time it owned the manufacturing operations that have covered costs incurred to date and are expected to continue to cover the majority of the related costs. We do not expect that this obligation will have a material adverse impact on our consolidated financial position, results of operations or cash flows.
Legal Matters
From time to time, we are named as a defendant in legal actions. These actions generally arise in the ordinary course of business. We are not currently a party to any pending legal proceedings other than routine litigation incidental to the business. We expect that these matters will be resolved without having a material adverse impact on our consolidated financial position, results of operations or cash flows. We maintain general liability insurance against risks arising in the ordinary course of business.
Note 18. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | Year Ended December 31, | |||||||
| · 2024 · 2023 · 2022 | ||||||||
| · (in millions, except number of shares which are reflected in thousands and per share amounts) | ||||||||
| Numerator: | | | | | | | | |
| Net income attributable to Reliance | $875.2 | | $1,335.9 | | $1,840.1 | |||
| | | | | | | | | |
| Denominator: | | | | | | | | |
| Weighted average shares outstanding | | 55,746 | | | 58,328 | | | 60,559 |
| Dilutive effect of stock-based awards | | 500 | | | 687 | | | 936 |
| Weighted average diluted shares outstanding | | 56,246 | | | 59,015 | | | 61,495 |
| | | | | | | | | |
| Earnings per share attributable to Reliance stockholders: | | | | | | | | |
| Basic | $15.70 | | $22.90 | | $30.39 | |||
| Diluted | $15.56 | | $22.64 | | $29.92 | |||
The computations of diluted earnings per share using the treasury stock method for 2024, 2023 and 2022 do not include 30,183,51,409 and 83,857 weighted average shares, respectively, in respect of outstanding RSUs and PSUs, because their inclusion would have been anti-dilutive.
Note 19. Segment Information
We haveone operating and reportable segment*—metals service centers*. Reliance derives revenue primarily in the United States and manages its business activities on a consolidated basis.
Reliance is organized as a network of metals service centers under a decentralized operating structure. Reliance provides metal solutions from this network under its operating strategies that include organic growth and acquisitions that enhance the metals service center network’s diversification of products, geographies and customers.
The metals service centers segment primarily operates in the spot market, distributing a full line of over 100,000 metals products, about half of which include value-added processing services to meet customer specifications, from a network of 320 locations.
The following is a summary of our sales by product and service (gross sales as a % of total sales) for each of the three years ended December 31:
| | | | | | | |
|---|---|---|---|---|---|---|
| | 2024 | | 2023 | | 2022 | |
| Carbon steel | 53% | 53% | 54% | |||
| Aluminum | 16 | | 16 | | 15 | |
| Stainless steel | 14 | | 15 | | 17 | |
| Alloy | 5 | | 5 | | 4 | |
| Toll processing and logistics | 4 | | 4 | | 3 | |
| Copper and brass | 2 | | 2 | | 2 | |
| Miscellaneous | 6 | | 5 | | 5 | |
| Total | 100% | 100% | 100% |
The accounting policies of the metals service center segment are the same as those described inNote 1—“Summary of Significant Accounting Policies.”
The Company's chief operating decision maker (“CODM”) is the chief executive officer.
The CODM assesses performance for the metals service center segment and makes capital allocation decisions, which generally includes both growth and shareholder returns, using net income. Our organic growth activities relate to capital expenditures and our inorganic growth activities are comprised of acquisitions. Our shareholder returns include share repurchases and quarterly dividends which we have paid for 65 consecutive years.
The measure of segment assets is reported on the accompanying consolidated balance sheet as total assets.
The measure of segment profit and loss is net income reported on the accompanying consolidated income statements.
Information about our segment revenue, profit or loss, significant expenses and other quantitative profit or loss information is presented below:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | Metals Service Centers Segment | |||||||
| | Year Ended December 31, | |||||||
| · 2024 · 2023 · 2022 | ||||||||
| · (in millions) | ||||||||
| Revenues | $13,835.0 | | $14,805.9 | | $17,025.0 | |||
| Less: | | | | | | | | |
| Cost of sales (exclusive of depreciation and amortization shown below) | | 9,728.4 | | | 10,258.6 | | | 11,773.7 |
| Compensation expense | | 1,614.8 | | | 1,557.8 | | | 1,537.3 |
| Other segment items(a) | | 1,031.2 | | | 963.3 | | | 981.1 |
| Depreciation and amortization expense | | 268.7 | | | 245.4 | | | 240.2 |
| Impairment | | 11.7 | | | — | | | — |
| Interest expense | | 40.3 | | | 40.1 | | | 62.3 |
| Income tax provision | | 261.9 | | | 400.6 | | | 586.2 |
| Segment net income | | 878.0 | | | 1,340.1 | | | 1,844.2 |
| Reconciliation | | | | | | | | |
| Adjustments and reconciling items | | — | | | — | | | — |
| Consolidated net income | $878.0 | | $1,340.1 | | $1,844.2 | |||
| | | | | | | | | |
| Other Segment Disclosures: | | | | | | | | |
| Purchases of property, plant and equipment | $430.6 | | $468.8 | | $341.8 | |||
| (a) | Other segment items included in Segment net income mainly includes warehousing and delivery related expenses, which include among others, 3rd party freight, gas and oil, utilities & rent, plant supplies, and repairs and maintenance. |
|---|
The following table summarizes consolidated financial information of our U.S. and foreign operations:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · United States · Foreign Countries · Total | ||||||||
| · (in millions) | ||||||||
| Year Ended December 31, 2024: | | | | | | | | |
| Net sales | $12,933.9 | | $901.1 | | $13,835.0 | |||
| Long-lived assets | | 5,708.9 | | | 417.4 | | | 6,126.3 |
| Year Ended December 31, 2023: | | | | | | | | |
| Net sales | | 13,786.8 | | | 1,019.1 | | | 14,805.9 |
| Long-lived assets | | 5,288.4 | | | 420.1 | | | 5,708.5 |
| Year Ended December 31, 2022: | | | | | | | | |
| Net sales | | 15,978.6 | | | 1,046.4 | | | 17,025.0 |
| Long-lived assets | | 5,051.9 | | | 391.4 | | | 5,443.3 |
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