PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements

RELIANCE STEEL & ALUMINUM ~~CO.~~CO.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in millions, except ~~share~~number of shares which are reflected in thousands and par ~~value amounts)~~value)


	September 30,		December 31,
	2019		2018*
ASSETS
Current assets:
Cash and cash equivalents	$	166.0	$	128.2
Accounts receivable, less allowance for doubtful accounts of $21.3 at September 30, 2019 and $18.8 at December 31, 2018		1,250.9		1,242.3
Inventories		1,669.5		1,817.1
Prepaid expenses and other current assets		69.6		81.5
Income taxes receivable		9.0		15.9
Total current assets		3,165.0		3,285.0
Property, plant and equipment:
Land		236.5		233.9
Buildings		1,183.7		1,158.9
Machinery and equipment		2,005.7		1,880.1
Accumulated depreciation		(1,650.1)		(1,543.0)
Property, plant and equipment, net		1,775.8		1,729.9

Operating lease right-of-use assets		198.9		—
Goodwill		1,872.8		1,870.8
Intangible assets, net		1,040.7		1,072.0
Cash surrender value of life insurance policies, net		30.2		43.6
Other assets		47.5		43.6
Total assets	$	8,130.9	$	8,044.9

LIABILITIES AND EQUITY

Current liabilities:
Accounts payable	$	385.9	$	338.8
Accrued expenses		94.4		77.4
Accrued compensation and retirement costs		146.3		174.8
Accrued insurance costs		45.3		42.9
Current maturities of long-term debt and short-term borrowings		65.2		65.2
Current maturities of operating lease liabilities		51.4		—
Total current liabilities		788.5		699.1
Long-term debt		1,578.2		2,138.5
Operating lease liabilities		148.5		—
Long-term retirement costs		81.0		71.8
Other long-term liabilities		14.0		15.9
Deferred income taxes		439.0		440.1
Commitments and contingencies
Equity:
Preferred stock, $0.001 par value:
Authorized shares — 5,000
None issued or outstanding		—		—
Common stock and additional paid-in capital, $0.001 par value:
Authorized shares — 200,000
Issued and outstanding shares — 66,656 at September 30, 2019 and 66,882 at December 31, 2018		114.9		136.4
Retained earnings		5,061.9		4,637.9
Accumulated other comprehensive loss		(103.4)		(102.7)
Total Reliance stockholders’ equity		5,073.4		4,671.6
Noncontrolling interests		8.3		7.9
Total equity		5,081.7		4,679.5
Total liabilities and equity	$	8,130.9	$	8,044.9

September 30,

December 31,

2018

2017*
ASSETS
Current assets:

Cash and cash equivalents
$
112.1

$
154.4
Accounts receivable, less allowance for doubtful accounts of $21.5 at September 30, 2018 and $15.5 at December 31, 2017

1,425.8

1,087.3
Inventories

2,083.7

1,726.0
Prepaid expenses and other current assets

71.0

80.7
Income taxes receivable

—

2.9
Total current assets

3,692.6

3,051.3
Property, plant and equipment:

Land

231.1

229.7
Buildings

1,136.3

1,095.3
Machinery and equipment

1,830.7

1,738.6
Accumulated depreciation

(1,516.7)

(1,407.3)
Property, plant and equipment, net

1,681.4

1,656.3

Goodwill

1,853.3

1,842.6
Intangible assets, net

1,064.5

1,112.1
Cash surrender value of life insurance policies, net

34.6

47.8
Other assets

46.2

40.9
Total assets
$
8,372.6

$
7,751.0

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable
$
461.2

$
346.7
Accrued expenses

89.0

83.6
Accrued compensation and retirement costs

156.7

139.3
Accrued insurance costs

41.4

42.1
Current maturities of long-term debt and short-term borrowings

89.1

92.0
Income taxes payable

2.6

—
Total current liabilities

840.0

703.7
Long-term debt

1,981.1

1,809.4
Long-term retirement costs

76.5

85.4
Other long-term liabilities

14.3

11.8
Deferred income taxes

430.4

440.8
Commitments and contingencies

Equity:

Preferred stock, $0.001 par value:

Authorized shares — 5,000,000

None issued or outstanding

—

—
Common stock and additional paid-in capital, $0.001 par value:

Authorized shares — 200,000,000

Issued and outstanding shares – 71,443,121 at September 30, 2018 and 72,609,540 at December 31, 2017

495.6

594.6
Retained earnings

4,583.0

4,144.1
Accumulated other comprehensive loss

(83.1)

(71.6)
Total Reliance stockholders’ equity

4,995.5

4,667.1
   Noncontrolling interests

34.8

32.8
Total equity

5,030.3

4,699.9
Total liabilities and equity
$
8,372.6

$
7,751.0

* Amounts were derived from audited financial statements.

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

RELIANCE STEEL & ALUMINUM CO.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share amounts)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2018

2017

2018

2017
Net sales
$
2,974.5

$
2,450.1

$
8,720.5

$
7,344.6

Costs and expenses:

Cost of sales (exclusive of depreciation and amortization shown below)

2,140.2

1,764.6

6,148.8

5,235.4
Warehouse, delivery, selling, general and administrative

531.0

470.0

1,586.3

1,422.1
Depreciation and amortization

53.4

54.0

161.8

164.2
Impairment of long-lived assets

35.5

2.8

35.5

2.8

2,760.1

2,291.4

7,932.4

6,824.5

Operating income

214.4

158.7

788.1

520.1

Other (income) expense:

Interest expense

22.0

19.1

62.6

54.9
Other (income) expense, net

(2.5)

(2.6)

(1.2)

2.1
Income before income taxes

194.9

142.2

726.7

463.1
Income tax provision

44.6

43.2

172.2

145.9
Net income

150.3

99.0

554.5

317.2
Less: Net income attributable to noncontrolling interests

2.0

1.7

6.4

5.2
Net income attributable to Reliance
$
148.3

$
97.3

$
548.1

$
312.0

Earnings per share attributable to Reliance stockholders:

Diluted
$
2.03

$
1.32

$
7.49

$
4.24
Basic
$
2.06

$
1.33

$
7.57

$
4.28

Cash dividends per share
$
0.50

$
0.45

$
1.50

$
1.35


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Net sales	$	2,685.9	$	2,974.5	$	8,526.0	$	8,720.5

Costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown below)		1,871.2		2,140.2		5,990.8		6,148.8
Warehouse, delivery, selling, general and administrative		518.7		531.0		1,582.2		1,586.3
Depreciation and amortization		54.8		53.4		163.2		161.8
Impairment of long-lived assets		—		35.5		1.2		35.5
		2,444.7		2,760.1		7,737.4		7,932.4

Operating income		241.2		214.4		788.6		788.1

Other (income) expense:
Interest expense		20.5		22.0		68.4		62.6
Other expense (income) , net		2.3		(2.5)		0.5		(1.2)
Income before income taxes		218.4		194.9		719.7		726.7
Income tax provision		54.5		44.6		179.9		172.2
Net income		163.9		150.3		539.8		554.5
Less: Net income attributable to noncontrolling interests		1.2		2.0		3.9		6.4
Net income attributable to Reliance	$	162.7	$	148.3	$	535.9	$	548.1

Earnings per share attributable to Reliance stockholders:
Diluted	$	2.40	$	2.03	$	7.90	$	7.49
Basic	$	2.44	$	2.06	$	8.01	$	7.57

Shares used in computing earnings per share:
Diluted		67,704		72,981		67,868		73,137
Basic		66,656		71,940		66,941		72,364

Cash dividends per share	$	0.55	$	0.50	$	1.65	$	1.50

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

RELIANCE STEEL & ALUMINUM CO.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2018

2017

2018

2017
Net income
$
150.3

$
99.0

$
554.5

$
317.2
Other comprehensive income (loss):

Foreign currency translation gain (loss)

2.6

10.5

(11.5)

24.5
Pension and postretirement benefit adjustments, net of tax

—

—

—

2.3
Total other comprehensive income (loss)

2.6

10.5

(11.5)

26.8
Comprehensive income

152.9

109.5

543.0

344.0
Less: Comprehensive income attributable to noncontrolling interests

2.0

1.7

6.4

5.2
Comprehensive income attributable to Reliance
$
150.9

$
107.8

$
536.6

$
338.8


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Net income	$	163.9	$	150.3	$	539.8	$	554.5
Other comprehensive (loss) income:
Foreign currency translation (loss) gain		(8.7)		2.6		(0.7)		(11.5)
Total other comprehensive (loss) income		(8.7)		2.6		(0.7)		(11.5)
Comprehensive income		155.2		152.9		539.1		543.0
Less: Comprehensive income attributable to noncontrolling interests		1.2		2.0		3.9		6.4
Comprehensive income attributable to Reliance	$	154.0	$	150.9	$	535.2	$	536.6

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

RELIANCE STEEL & ~~ALUMINUM~~ALUMINUM CO.

UNAUDITED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~EQUITY

(in ~~millions)~~millions, except number of shares which are reflected in thousands and per share amounts)

Nine Months Ended

September 30,

2018

2017
Operating activities:

Net income
$
554.5

$
317.2
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

161.8

164.2
Impairment of long-lived assets

35.5

2.8
Provision for uncollectible accounts

8.4

6.3
Deferred income tax benefit

(9.9)

(4.7)
Gain on sales of property, plant and equipment

(1.2)

(8.4)
Stock-based compensation expense

33.8

23.3
Other

6.8

4.9
Changes in operating assets and liabilities (excluding effect of businesses acquired):

Accounts receivable

(339.6)

(208.9)
Inventories

(352.2)

(235.5)
Prepaid expenses and other assets

9.9

12.6
Accounts payable and other liabilities

125.5

124.5
Net cash provided by operating activities

233.3

198.3

Investing activities:

Purchases of property, plant and equipment

(152.6)

(118.1)
Acquisitions, net of cash acquired

(55.6)

(1.3)
Proceeds from sales of property, plant and equipment

8.8

14.0
Other

10.4

5.6
Net cash used in investing activities

(189.0)

(99.8)

Financing activities:

Net short-term debt (repayments) borrowings

(24.6)

3.6
Proceeds from long-term debt borrowings

941.0

674.0
Principal payments on long-term debt

(752.5)

(634.5)
Dividends and dividend equivalents paid

(110.5)

(99.3)
Exercise of stock options

2.8

3.4
Share repurchases

(130.1)

—
Other

(9.9)

(5.3)
Net cash used in financing activities

(83.8)

(58.1)
Effect of exchange rate changes on cash and cash equivalents

(2.8)

7.0
(Decrease) increase in cash and cash equivalents

(42.3)

47.4
Cash and cash equivalents at beginning of year

154.4

122.8
Cash and cash equivalents at end of period
$
112.1

$
170.2

Supplemental cash flow information:

Interest paid during the period
$
50.6

$
44.2
Income taxes paid during the period, net
$
171.4

$
135.2

Non-cash investing and financing activities:

Debt assumed in connection with acquisition
$
3.3

$
—


		Reliance Stockholders’ Equity
	Common Stock						Accumulated
	and Additional						Other		Non-
	Paid-In Capital				Retained		Comprehensive		controlling
		Shares	Amount		Earnings		(Loss) Income		Interests		Total
Balance at January 1, 2018		72,610	$	594.6	$	4,144.1	$	(71.6)	$	32.8	$	4,699.9
Net income		—		—		169.0		—		2.1		171.1
Other comprehensive loss		—		—		—		(2.9)		—		(2.9)
Dividends to noncontrolling interest holders		—		—		—		—		(1.8)		(1.8)
Stock-based compensation, net		269		1.0		—		—		—		1.0
Stock options exercised		48		2.8		—		—		—		2.8
Repurchase of common shares		(584)		(49.3)		—		—		—		(49.3)
Cash dividends — $0.50 per share and dividend equivalents		—		—		(37.2)		—		—		(37.2)
Balance at March 31, 2018		72,343		549.1		4,275.9		(74.5)		33.1		4,783.6
Net income		—		—		230.8		—		2.3		233.1
Other comprehensive loss		—		—		—		(11.2)		—		(11.2)
Dividends to noncontrolling interest holders		—		—		—		—		(0.8)		(0.8)
Stock-based compensation, net		15		12.9		—		—		—		12.9
Repurchase of common shares		(8)		(0.7)		—		—		—		(0.7)
Cash dividends — $0.50 per share and dividend equivalents		—		—		(36.1)		—		—		(36.1)
Balance at June 30, 2018		72,350		561.3		4,470.6		(85.7)		34.6		4,980.8
Net income		—		—		148.3		—		2.0		150.3
Other comprehensive income		—		—		—		2.6		—		2.6
Dividends to noncontrolling interest holders		—		—		—		—		(1.8)		(1.8)
Stock-based compensation, net		4		14.4		—		—		—		14.4
Repurchase of common shares		(911)		(80.1)		—		—		—		(80.1)
Cash dividends — $0.50 per share and dividend equivalents		—		—		(35.9)		—		—		(35.9)
Balance at September 30, 2018		71,443	$	495.6	$	4,583.0	$	(83.1)	$	34.8	$	5,030.3

Balance at January 1, 2019		66,882	$	136.4	$	4,637.9	$	(102.7)	$	7.9	$	4,679.5
Net income		—		—		190.1		—		1.5		191.6
Other comprehensive income		—		—		—		6.8		—		6.8
Stock-based compensation, net		333		(1.3)		—		—		—		(1.3)
Stock options exercised		20		0.8		—		—		—		0.8
Cash dividends — $0.55 per share and dividend equivalents		—		—		(38.2)		—		—		(38.2)
Balance at March 31, 2019		67,235		135.9		4,789.8		(95.9)		9.4		4,839.2
Net income		—		—		183.1		—		1.2		184.3
Other comprehensive income		—		—		—		1.2		—		1.2
Dividends to noncontrolling interest holders		—		—		—		—		(1.7)		(1.7)
Noncontrolling interest purchased		—		—		—		—		(0.4)		(0.4)
Stock-based compensation, net		12		13.8		—		—		—		13.8
Repurchase of common shares		(593)		(50.0)		—		—		—		(50.0)
Cash dividends — $0.55 per share and dividend equivalents		—		—		(36.9)		—		—		(36.9)
Balance at June 30, 2019		66,654		99.7		4,936.0		(94.7)		8.5		4,949.5
Net income		—		—		162.7		—		1.2		163.9
Other comprehensive loss		—		—		—		(8.7)		—		(8.7)
Dividends to noncontrolling interest holders		—		—		—		—		(1.4)		(1.4)
Stock-based compensation, net		2		15.2		—		—		—		15.2
Cash dividends — $0.55 per share and dividend equivalents		—		—		(36.8)		—		—		(36.8)
Balance at September 30, 2019		66,656	$	114.9	$	5,061.9	$	(103.4)	$	8.3	$	5,081.7

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

RELIANCE STEEL & ALUMINUM CO.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	Nine Months Ended
	September 30,
	2019		2018
Operating activities:
Net income	$	539.8	$	554.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		163.2		161.8
Impairment of long-lived assets		1.2		35.5
Provision for uncollectible accounts		5.2		8.4
Stock-based compensation expense		37.3		33.8
Other		4.9		(4.3)
Changes in operating assets and liabilities (excluding effect of businesses acquired):
Accounts receivable		(14.2)		(339.6)
Inventories		147.0		(352.2)
Prepaid expenses and other assets		59.7		9.9
Accounts payable and other liabilities		10.0		125.5
Net cash provided by operating activities		954.1		233.3

Investing activities:
Purchases of property, plant and equipment		(182.8)		(152.6)
Acquisitions, net of cash acquired		(1.0)		(55.6)
Other		11.9		19.2
Net cash used in investing activities		(171.9)		(189.0)

Financing activities:
Net short-term debt repayments		—		(24.6)
Proceeds from long-term debt borrowings		742.0		941.0
Principal payments on long-term debt		(1,304.3)		(752.5)
Dividends and dividend equivalents paid		(113.3)		(110.5)
Share repurchases		(50.0)		(130.1)
Other		(13.2)		(7.1)
Net cash used in financing activities		(738.8)		(83.8)
Effect of exchange rate changes on cash and cash equivalents		(5.6)		(2.8)
Increase (decrease) in cash and cash equivalents		37.8		(42.3)
Cash and cash equivalents at beginning of year		128.2		154.4
Cash and cash equivalents at end of period	$	166.0	$	112.1

Supplemental cash flow information:
Interest paid during the period	$	57.2	$	50.6
Income taxes paid during the period, net	$	173.7	$	171.4

Non-cash investing and financing activities:
Debt assumed in connection with acquisition	$	—	$	3.3

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

During the three months ended September 30, 2019 and 2018, we declared and paid quarterly dividends of $0.55 and $0.50 per share, ~~repurchase plan by 7.5~~or $36.7 million ~~shares~~ and ~~extended~~$35.9 million in total, respectively. During the ~~duration~~nine months ended September 30, 2019 and 2018, we declared and paid quarterly dividends of $1.65 and $1.50 per share, or $110.6 million and $108.5 million in total, respectively. In addition, we paid $2.7 million and $2.0 million in dividend equivalents with respect to vested restricted stock units (“RSUs”) during the nine months ended September 30, 2019 and 2018, respectively.

Stock-Based Compensation

We make annual grants of long-term incentive awards to officers and key employees in the forms of service-based and performance-based RSUs that have approximately 3-year vesting periods. The performance-based RSU awards are subject to both service and performance goal criteria. We also make annual grants of stock to the non-employee members of the ~~plan through December 31, 2018.~~ Board of Directors that vest immediately upon grant. The fair value of the RSUs and stock grants is determined based on the closing stock price of our common stock on the grant date.

In the nine months ended September 30, 2019 and 2018, we made payments of $9.6 million and $5.5 million, respectively, to tax authorities on our employees’ behalf for shares withheld related to net share settlements. These payments are reflected in the Stock-based compensation, net caption of our consolidated statements of equity.

A summary of the status of our unvested service-based and performance-based RSUs as of September 30, 2019 and changes during the nine-month period then ended is as follows:


		Weighted
		Average
		Grant Date
		Fair Value
Unvested RSUs	Shares	Per RSU
Unvested at January 1, 2019	889,830	$	82.05
Granted⁽¹⁾	488,345		88.05
Vested	(3,837)		82.05
Cancelled or forfeited	(10,318)		82.99
Unvested at September 30, 2019	1,364,020	$	84.19
Shares reserved for future grants (all plans)	1,037,999

(1)	Comprised of 294,190 service-based RSUs and 194,155 performance-based RSUs granted in March 2019 with a fair value of $88.05 per RSU. The service-based RSUs cliff vest on December 1, 2021 and the performance-based RSUs are subject to a three-year performance period ending December 31, 2021.

Share Repurchase Plan

~~Table of Contents~~

~~September 30, 2018, we repurchased 1,510,916 shares of our common stock at an average cost of $86.48 per share for a total of $130.7 million.~~ Repurchased and subsequently retired shares are restored to the status of authorized but unissued ~~shares~~.

~~Common stock and additional paid-in capital activity included the following:~~

Three Months Ended

Nine Months Ended

September 30, 2018

September 30, 2018

Weighted Average

Weighted Average

Shares

Amount

Exercise Price Per Share

Shares

Amount

Exercise Price Per Share

(in millions, except share and per share amounts)
Stock-based compensation(1)
3,984

$
14.4


288,991

$
28.3

Stock options exercised
—

—


48,275

2.8

$
57.91
Share repurchases(2)
(918,352)

(80.7)

(1,510,916)

(130.7)

Total
(914,368)

$
(66.3)



(1,173,650)

$
(99.6)

⁽¹⁾

The nine months ended September 30, 2018 amount is comprised of stock-based compensation expense of $33.8 million reduced by $5.5 million of payments we made to tax authorities on our employees’ behalf for shares withheld related to net share settlements.

⁽²⁾

~~Includes 7,231 shares for $0.6 million pending settlement at September 30, 2018.~~

~~Dividends~~

On October 23, 2018, our Board of Directors declared the 2018 fourth quarter cash dividend of $0.50 per share. The dividend is payable on December 7, 2018 to stockholders of record as of November 16, 2018.

~~During the third quarters of 2018 and 2017, we declared and paid quarterly dividends of $0.50 and $0.45 per~~shares. Our share ~~or $35.9~~repurchases were $50.0 million ~~and $32.8 million~~ in ~~total, respectively. During~~ the nine months ended September 30, ~~2018~~2019 and ~~2017, we declared and paid quarterly dividends of $1.50 and $1.35 per share, or $108.5~~$130.7 million, ~~and $98.4~~including $0.6 million pending settlement, in ~~total, respectively. During~~ the nine months ended September 30, ~~2018 and 2017, we paid $2.0 million and $0.9 million in dividend equivalents with respect to vested restricted stock units (“RSUs”), respectively.~~2018.

~~Stock-Based Compensation~~

We make annual grants of long-term incentive awards to officers and key employees in the forms of service-based and performance-based RSUs that generally have approximately 3-year vesting periods. The performance-based RSU awards are subject to both service and performance goal criteria. We also make annual grants of stock to the non-employee members of the Board of Directors that include dividend rights and vest immediately upon grant. The fair value of the RSUs and stock grants is determined based on the closing stock price of our common stock on the grant date.

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~~A summary of the status of our unvested service-based and performance-based RSUs as of September 30, 2018 and changes during the nine-month period then ended is as follows:~~

Weighted

Average Grant
Unvested Shares

Shares

Date Fair Value
Unvested at January 1, 2018

924,575

$
74.09
Granted(1)

474,715

84.26
Vested

(7,790)

72.43
Cancelled or forfeited

(20,160)

75.36
Unvested at September 30, 2018

1,371,340

$
77.60
Shares reserved for future grants (all plans)

1,376,110

⁽¹⁾

~~474,715 RSUs, including 178,970 performance-based RSUs, were granted in March 2018.~~

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss included the following:

Pension and

Accumulated

Foreign Currency

Postretirement

Other

Translation

Benefit Adjustments,

Comprehensive

Loss

Net of Tax

Loss

(in millions)
Balance as of January 1, 2018
$
(51.1)

$
(20.5)

$
(71.6)
Current-period change

(11.5)

—

(11.5)
Balance as of September 30, 2018
$
(62.6)

$
(20.5)

$
(83.1)


			Pension and		Accumulated
	Foreign Currency		Postretirement		Other
	Translation		Benefit Adjustments,		Comprehensive
	Loss		Net of Tax		Loss
	(in millions)
Balance as of January 1, 2019	$	(76.8)	$	(25.9)	$	(102.7)
Current-period change		(0.7)		—		(0.7)
Balance as of September 30, 2019	$	(77.5)	$	(25.9)	$	(103.4)

Foreign currency translation adjustments have not been adjusted for income taxes. Pension and postretirement benefit adjustments are net of taxes of ~~$13.6~~$6.5 million as of September 30, ~~2018~~2019 and December 31, ~~2017.~~2018. Income tax effects are released from accumulated other comprehensive loss as defined benefit plan and supplemental executive retirement plan obligations are settled.

Note 10. Commitments and Contingencies

Environmental Contingencies

We are currently involved with an environmental remediation project related to activities at former manufacturing operations of Earle M. Jorgensen Company (“EMJ”), our wholly 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. Generally, these actions 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 ~~effect~~impact on our consolidated financial position, results of operations ~~financial condition~~ or cash flows. We maintain general liability insurance against risks arising ~~out of our normal~~in the ordinary course of business.

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Note 11. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
	(in millions, except share and per share amounts)

									Three Months Ended				Nine Months Ended
									September 30,				September 30,
									2019		2018		2019		2018
									(in millions, except number of shares which are reflected in thousands and per share amounts)
Numerator:
Net income attributable to Reliance	$	148.3	$	97.3	$	548.1	$	312.0	$	162.7	$	148.3	$	535.9	$	548.1
Denominator:
Weighted average shares outstanding		71,940,253		72,908,979		72,364,121		72,881,000		66,656		71,940		66,941		72,364
Dilutive effect of stock-based awards		1,040,977		708,500		772,461		630,427		1,048		1,041		927		773
Weighted average diluted shares outstanding		72,981,230		73,617,479		73,136,582		73,511,427		67,704		72,981		67,868		73,137


Earnings per share attributable to Reliance stockholders:
Diluted	$	2.03	$	1.32	$	7.49	$	4.24	$	2.40	$	2.03	$	7.90	$	7.49
Basic	$	2.06	$	1.33	$	7.57	$	4.28	$	2.44	$	2.06	$	8.01	$	7.57

Potentially dilutive securities whose effect would have been antidilutive were not significant for ~~the three-month and nine-month~~all periods ~~ended September 30, 2018 and 2017.~~presented.

Note 12. Impairment and Restructuring Charges

~~We recorded~~The impairment and restructuring charges consisted of the following:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(in millions)
Property, plant and equipment	$	—	$	2.3	$	1.2	$	2.3
Intangible assets, net		—		33.2		—		33.2
Total impairment charges		—		35.5		1.2		35.5
Restructuring––warehouse, delivery, selling, general and administrative expense		—		1.3		—		1.3
Total impairment and restructuring charges	$	—	$	36.8	$	1.2	$	36.8

The $36.8 million of impairment and restructuring charges in the ~~three-month~~three months and ~~nine-month periods~~nine months ended September 30, 2018 ~~compared to $2.1 million and $2.4 million in the three-month and nine-month periods ended September 30, 2017, respectively. The 2018 charges~~ mainly related to our decision to downsize one of our energy businesses due to changes in competitive factors for certain ~~of the~~ products they sell. ~~The measurement of these assets at fair value was determined using a combination of discounted cash flow techniques for intangible assets and the market approach for property, plant, and equipment.~~

~~The impairment and restructuring charges (credits) consisted of the following:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2018

2017

2018

2017

(in millions)
Property, plant and equipment
$
2.3

$
2.8

$
2.3

$
2.8
Intangible assets, net

33.2

—

33.2

—
Total impairment charges

35.5

2.8

35.5

2.8
Restructuring––cost of sales

—

—

—

(0.2)
Restructuring––warehouse, delivery, selling, general and administrative expense

1.3

(0.7)

1.3

(0.2)
Total impairment and restructuring charges
$
36.8

$
2.1

$
36.8

$
2.4

~~13. Subsequent Event~~

~~On October 23, 2018, we purchased the remaining 40% noncontrolling interest of Acero Prime, S. de R.L. de C.V., a toll processor in Mexico, which increased our ownership from 60% to 100%.~~

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RELIANCE STEEL & ALUMINUM CO.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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. Our forward-looking statements may include, but are not limited to, discussions of our industry, our end markets, our business strategies and our expectations concerning future demand and our results of operations, margins, profitability, impairment charges, taxes, liquidity, 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”~~“potential,” “preliminary,” “range” and “continue,” the negative of these terms, and similar expressions. All statements contained in this report, other than 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.

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, those disclosed in this report and in other reports we have filed with the Securities and Exchange Commission (the “SEC”). Important risks and uncertainties about our business can be found in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC. As a result, these statements speak only as of the date that they were made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. ~~Important risks~~You should review any additional disclosures we make in our press releases and ~~uncertainties about our business can be found in Item 1A “Risk Factors” of our Annual Report on Form~~Forms 10-K, ~~for the year ended December 31, 2017~~10-Q and 8-K filed with or furnished to the ~~SEC, and such risk factors may be updated from time~~SEC. We also suggest that you listen to ~~time, including in Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q.~~our quarterly earnings release conference calls with financial analysts.

Overview

~~We had~~With relatively steady demand, strong operational execution in the ~~three-month~~third quarter of 2019 resulted in solid financial results.

Certain key financial results for the three months and ~~nine-month periods~~nine months ended September 30, ~~2018, resulting in our~~2019 are:

●

Net sales of $2.69 billion in the third quarter of 2019, down $288.6 million, or 9.7%, from the second highest ~~quarterly~~ sales ~~and gross profit~~ in our history following our record quarterly sales and gross profit in the second quarter of 2018. Net sales for the third quarter of 2018 were $2.97 billion, up 21.4% from $2.45 billion in the third quarter of 2017. During the nine-month period ended September 30, 2018, net sales were $8.72 billion, up 18.7% from $7.34 billion in the same period in 2017. Solid demand, coupled with Section 232 of the Trade Expansion Act of 1962 (“Section 232”) tariffs, maintained the positive pricing momentum experienced in the first half of 2018 into the third quarter of 2018, resulting in pricing levels being significantly higher for almost every product we sell in the three-month and nine-month periods ended September 30, 2018 compared to the same periods in 2017. Highlights of the three-month and nine-month periods ended September 30, 2018 included:

~~Net sales~~ of $2.97 billion in the third quarter of ~~2018, the second highest in our history following our record~~2018. Net sales of $8.53 billion in the ~~second quarter of 2018, increased $524.4~~nine months ended September 30, 2019, down $194.5 million, or ~~21.4%~~2.2%, ~~compared to~~from $8.72 billion in the ~~third quarter of 2017;~~

comparable 2018 period;

●

~~Our gross~~Gross profit ~~margin~~ of ~~28.0%~~$814.7 million in the third quarter of ~~2018 resulted in our second highest quarterly~~2019, down $19.6 million, or 2.3%, from gross profit ~~dollars~~ of $834.3 million ~~following our record gross profit dollars~~ in the ~~second~~third quarter of 2018. Gross profit of $2.54 billion in the nine months ended September 30, 2019, down $36.5 million, or 1.4%, from $2.57 billion in the comparable 2018 period;

●

Our gross profit margins of ~~28.0%~~30.3% and ~~29.5% for~~29.7% in the ~~three-month~~three months and ~~nine-month periods~~ nine months ended September 30, ~~2018 were within or in excess of~~2019, respectively, exceeded our estimated sustainable range of 27% to 29%; ~~and~~

●

Pretax income of $218.4 million, up $23.5 million, or 12.1%, from $194.9 million in the third quarter of 2018. Pretax income of $719.7 million in the nine months ended September 30, 2019, down $7.0 million, or 1.0%, from $726.7 million in the comparable 2018 period;

~~Our earnings~~●

Earnings per diluted share of ~~$2.03 and $7.49~~$2.40 for the ~~three-month and nine-month periods~~ third quarter of 2019, up $0.37, or 18.2%, from $2.03 in the third quarter of 2018. Earnings per diluted share were $7.90 for the nine months ended September 30, 2019, up $0.41, or 5.5%, from $7.49 in the comparable 2018 period; and

●

Cash flow from operations of $954.1 million in the nine months ended September 30, 2019 increased ~~53.8% and 76.7%, respectively, compared to~~significantly from $233.3 million in the ~~same periods in 2017.~~

comparable 2018 period.

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Our same-store tons sold decreased ~~1.4%~~2.0% and 4.4% in the ~~three-month period~~three months and nine months ended September 30, ~~2018 compared to the same period in 2017. Our same-store tons sold increased 1.6% in the nine-month period ended September 30, 2018 compared to the same period in 2017.~~

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~~Our same-store average selling price per ton sold in the three-month and nine-month periods ended September 30, 2018 increased 22.4% and 16.7%,~~2019, respectively, compared to the same periods in ~~2017.~~2018, outpacing the industry data reported by the Metals Service Center Institute (“MSCI”), which indicated industry shipments were down 7.1% and 7.0%, respectively, during the same periods. Our ~~same-store average selling price per ton sold has increased sequentially~~investments in ~~each of~~value-added processing equipment during the past ~~ten quarters, with~~several years and focus on specialty products supported our gross profit margins of 30.3% and 29.7% in the ~~most significant price increases applicable to certain carbon~~three months and ~~stainless steel products. Section 232 activity drove higher metal pricing on nearly every product we sell during the three-month and nine-month periods~~nine months ended September 30, ~~2018~~2019, respectively, exceeding our estimated sustainable range of 27% to 29%.

Our S,G&A expense declined $12.3 million, or 2.3%, and $4.1 million, or 0.3%, in the three months and nine months ended September 30, 2019, respectively, compared to the same periods in ~~2017.~~

~~Our~~2018, due to continued effective expense control. However, our S,G&A expense as a ~~percent~~percentage of sales of 19.3% and 18.6% in the three months and nine months ended September 30, 2019, respectively, increased from 17.9% and 18.2% in the ~~three-month and nine-month periods ended September 30,~~comparable 2018 ~~respectively, decreased from 19.2% and 19.4% in the same 2017~~ periods, respectively, due to ~~higher metals pricing that increased~~decreases in our sales levels. The impact of our lower sales levels on the increase in our S,G&A expense as a percentage of sales was most pronounced in the three months ended September 30, 2019 compared to the same period in 2018 and was mainly due to lower metal pricing.

~~Due to our higher average selling prices and shipment levels, along with our strong gross profit margin~~Strong operating income and effective working capital management we generated significant cash flow from operations of ~~$233.3~~$954.1 million in the nine months ended September 30, ~~2018,~~2019, up significantly from ~~$198.3~~$233.3 million in the ~~same period of 2017, despite significantly higher working capital requirements during 2018.~~comparable 2018 period. As of September 30, ~~2018,~~2019, our net debt-to-total capital ratio was ~~28.2%~~22.6%, updown from ~~27.2%~~30.8% as of December 31, 2017. We believe we have sufficient liquidity as of September 30, 2018, with approximately $706.2 million available for borrowing on our revolving credit facility and $112.1 million in cash and cash equivalents.2018.

During the third quarter of 2018 we continued to grow the Company by completing an acquisition and investing $54.0 million in capital expenditures while also returning value to our stockholders through payment of $35.9 million of cash dividends and $80.7 million of share repurchases.

We believe that our broad end market exposure, to diverse ~~end markets, broad~~ product ~~base~~offerings, focus on small order sizes, just-in-time delivery and significant value-added processing capabilities along with our wide geographic footprint will continue to mitigate earnings volatility compared to many of our competitors. We believe that these business model characteristics combined with pricing discipline and our strategy of concentrating on higher margin business differentiate us from our peers and have allowed us to achieve industry-leading results.

We will continue to focus on working capital management and maximizing profitability of our existing businesses, as well as executing our proven growth strategies and stockholder return activities. As of September 30, 2019, we had $1.05 billion available for borrowing on our revolving credit facility and $166.0 million in cash and cash equivalents. We believe our sources of liquidity will continue to be adequate to maintain operations, finance strategic initiatives, pay dividends, and execute purchases under our share repurchase program.

Acquisitions

2018 Acquisitions

On November 1, 2018, we acquired All Metals Holding, LLC, including its operating subsidiaries All Metals Processing & Logistics, Inc. and All Metals Transportation and Logistics, Inc. (collectively, “All Metals”). All Metals is headquartered in Spartanburg, South Carolina with an additional facility in Cartersville, Georgia. All Metals specializes in toll processing for automotive, construction, appliance and other diverse-end markets, and provides value-added transportation and logistics services for metal products from six strategically located terminals throughout the southeastern United States. All Metals’ net sales were $22.6 million for the nine months ended September 30, 2019.

On October 23, 2018, we purchased the remaining 40% noncontrolling interest of Acero Prime, S. de R.L. de C.V. (“Acero Prime”), a toll processor in Mexico, which increased our ownership from 60% to 100%. Acero Prime, headquartered in San Luis Potosi, Mexico, has four toll processing locations. Acero Prime performs metal processing services such as slitting, multi-blanking and oxy-fuel cutting, as well as storage and supply-chain management for a variety of different industries including automotive, home appliance, lighting, HVAC, machinery and heavy equipment. Acero Prime’s net sales were ~~$30.1~~$34.3 million for the nine months ended September 30, ~~2018.~~2019. We have consolidated the financial results of Acero Prime since October 1, 2014 when we acquired a majority interest.

On August 1, 2018, we acquired KMS ~~Fab,~~FAB, LLC and KMS South, Inc. (collectively, “KMS” or the “KMS Companies”). The KMS Companies are headquartered in Luzerne, Pennsylvania. The KMS Companies specialize in

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precision sheet metal fabrication ranging from prototypes to large production runs ~~which~~that utilize a wide variety of metals and fabrication methods including laser cutting, stamping, turret punching, machining, powder coating and welding. KMS’ net sales ~~during~~were $25.8 million for the ~~period from August 1, 2018 to~~nine months ended September 30, ~~2018 were $4.6 million.~~2019.

On March 1, 2018, we acquired DuBose National Energy Services, Inc. (“DuBose Energy”) and its affiliate, DuBose National Energy Fasteners & Machined Parts, Inc. (“DuBose Fasteners” and, together with DuBose Energy, “DuBose”). DuBose is headquartered in Clinton, North Carolina. DuBose specializes in fabrication, supply and distribution of metal and metal products to the nuclear industry, including utilities, component manufacturers and contractors. DuBose’s net sales ~~during the period from March 1, 2018 to September 30, 2018~~ were ~~$16.4 million.~~

On October 2, 2017, through our wholly owned subsidiary Diamond Manufacturing Company, we acquired Ferguson Perforating Company (“Ferguson”). Ferguson, headquartered in Providence, Rhode Island, specializes in manufacturing highly engineered and complex perforated metal parts for diverse end markets including industrial machinery, automotive, aerospace, sugar producers and consumer electronics manufacturers. Ferguson’s net sales were $29.5$31.3 million for the nine months ended September 30, ~~2018.~~2019.

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We funded our 2018 ~~and 2017~~ acquisitions with borrowings on our revolving credit facility and cash on hand.

~~Three-Month~~Three Months and ~~Nine-Month Periods~~Nine Months Ended September 30, ~~2018~~2019 Compared to ~~Three-Month~~Three Months and ~~Nine-Month Periods~~Nine Months Ended September 30, ~~2017~~2018

The following table sets forth certain income statement data for the three-month and nine-month periods ended September 30, ~~2018~~2019 and ~~2017~~2018 (dollars are shown in millions and certain amounts may not calculate due to rounding):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2019				2018				2019				2018
			% of				% of				% of				% of
	$		Net Sales		$		Net Sales		$		Net Sales		$		Net Sales
Net sales	$	2,685.9	100.0	%	$	2,974.5	100.0	%	$	8,526.0	100.0	%	$	8,720.5	100.0	%
Cost of sales (exclusive of depreciation and amortization expenses shown below)		1,871.2	69.7			2,140.2	72.0			5,990.8	70.3			6,148.8	70.5
Gross profit⁽¹⁾		814.7	30.3			834.3	28.0			2,535.2	29.7			2,571.7	29.5
Warehouse, delivery, selling, general and administrative expense ("S,G&A")		518.7	19.3			531.0	17.9			1,582.2	18.6			1,586.3	18.2
Depreciation expense		44.0	1.6			42.0	1.4			130.9	1.5			126.7	1.5
Amortization expense		10.8	0.4			11.4	0.4			32.3	0.4			35.1	0.4
Impairment of long-lived assets		—	—			35.5	1.2			1.2	—			35.5	0.4
Operating income	$	241.2	9.0	%	$	214.4	7.2	%	$	788.6	9.2	%	$	788.1	9.0	%

Three Months Ended September 30,

Nine Months Ended September 30,

2018

2017

2018

2017

% of

% of

% of

% of

$

Net Sales


$

Net Sales


$

Net Sales


$

Net Sales

Net sales
$
2,974.5

100.0
%

$
2,450.1

100.0
%

$
8,720.5

100.0
%

$
7,344.6

100.0
%
Cost of sales (exclusive of depreciation and amortization expense shown below)

2,140.2

72.0

1,764.6

72.0

6,148.8

70.5

5,235.4

71.3

Gross profit (1)

834.3

28.0

685.5

28.0

2,571.7

29.5

2,109.2

28.7

Warehouse, delivery, selling, general and administrative expense ("S,G&A") (2)

531.0

17.9

470.0

19.2

1,586.3

18.2

1,422.1

19.4

Depreciation expense

42.0

1.4

41.8

1.7

126.7

1.5

125.3

1.7

Amortization expense

11.4

0.4

12.2

0.5

35.1

0.4

38.9

0.5

Impairment of long-lived assets (3)

35.5

1.2

2.8

0.1

35.5

0.4

2.8

—

Operating income
$
214.4

7.2
%

$
158.7

6.5
%

$
788.1

9.0
%

$
520.1

7.1
%

(1)

⁽¹⁾

Gross profit, calculated as net sales less cost of sales, and gross profit margin, calculated as gross profit divided by net sales, are non-GAAP financial measures as they exclude depreciation and amortization ~~expense~~expenses associated with the corresponding sales. About half of our orders are basic distribution with no processing services performed. For the remainder of our sales orders, we perform “first-stage” processing, which is generally not labor intensive as we are simply cutting the metal to size. Because of this, the amount of related labor and overhead, including depreciation and amortization, is not significant and is excluded from our cost of sales. Therefore, our cost of sales is substantially comprised of the cost of the material we sell. We use gross profit and gross profit margin as shown above as measures of operating performance. Gross profit and gross profit margin are important operating and financial measures, as their fluctuations can have a significant impact on our earnings. Gross profit and gross profit margin, as presented, are not necessarily comparable with similarly titled measures for other companies.

⁽²⁾

~~S,G&A expense includes $4.6 million and $8.1 million of gains related to the sale of non-core machinery and equipment in the three-month and nine-month periods ended September 30, 2017, respectively.~~

⁽³⁾

Impairment of long-lived assets includes $2.3 million related to property, plant and equipment and $33.2 million related to intangible assets for the three-month and nine-month periods ended September 30, 2018. The three-month and nine-month periods ended September 30, 2017 include $2.8 million of impairment charges related to property, plant and equipment. See Expenses for further discussion.

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Net Sales


	September 30,				Dollar		Percentage
	2019		2018		Change		Change
	(in millions)
Net sales (three months ended)	$	2,685.9	$	2,974.5	$	(288.6)	(9.7)	%
Net Sales (nine months ended)	$	8,526.0	$	8,720.5	$	(194.5)	(2.2)	%
Net Sales, same-store (three months ended)	$	2,658.7	$	2,962.6	$	(303.9)	(10.3)	%
Net Sales, same-store (nine months ended)	$	8,446.4	$	8,699.6	$	(253.2)	(2.9)	%

	September 30,				Tons		Percentage
	2019		2018		Change		Change
	(in thousands)
Tons sold (three months ended)		1,476.6		1,504.1		(27.5)	(1.8)	%
Tons sold (nine months ended)		4,485.9		4,684.3		(198.4)	(4.2)	%
Tons sold, same-store (three months ended)		1,472.8		1,502.4		(29.6)	(2.0)	%
Tons sold, same-store (nine months ended)		4,476.8		4,681.4		(204.6)	(4.4)	%

	September 30,				Price		Percentage
	2019		2018		Change		Change
Average selling price per ton sold (three months ended)	$	1,807	$	1,972	$	(165)	(8.4)	%
Average selling price per ton sold (nine months ended)	$	1,890	$	1,860	$	30	1.6	%
Average selling price per ton sold, same-store (three months ended)	$	1,793	$	1,966	$	(173)	(8.8)	%
Average selling price per ton sold, same-store (nine months ended)	$	1,876	$	1,857	$	19	1.0	%

September 30,

Dollar

Percentage

2018

2017

Change

Change

(in millions)





Net sales (three months ended)
$
2,974.5

$
2,450.1

$
524.4

21.4
%
Net sales (nine months ended)
$
8,720.5

$
7,344.6

$
1,375.9

18.7
%
Net sales, same-store (three months ended)
$
2,952.6

$
2,450.1

$
502.5

20.5
%
Net sales, same-store (nine months ended)
$
8,670.1

$
7,344.6

$
1,325.5

18.0
%

September 30,

Tons

Percentage

2018

2017

    Change

Change

(in thousands)





Tons sold (three months ended)

1,504.1


1,521.7


(17.6)

(1.2)
%
Tons sold (nine months ended)

4,684.3


4,602.4


81.9

1.8
%
Tons sold, same-store (three months ended)

1,500.4


1,521.7


(21.3)

(1.4)
%
Tons sold, same-store (nine months ended)

4,675.6


4,602.4


73.2

1.6
%

September 30,

Price

Percentage

2018

2017

Change

Change

Average selling price per ton sold (three months ended)
$
1,972

$
1,603

$
369

23.0
%
Average selling price per ton sold (nine months ended)
$
1,860

$
1,588

$
272

17.1
%
Average selling price per ton sold, same-store (three months ended)
$
1,962

$
1,603

$
359

22.4
%
Average selling price per ton sold, same-store (nine months ended)
$
1,853

$
1,588

$
265

16.7
%

Tons sold and average selling price per ton sold amounts exclude our toll processing sales (as we process the metal for a fee, without taking ownership of the metal). Same-store amounts exclude the results of our ~~2018 and 2017 acquisitions.~~acquisitions (other than our purchase of the remaining 40% ownership of Acero Prime) completed in 2018.

Our ~~consolidated~~ net sales were ~~higher~~lower in the ~~three-month~~third quarter of 2019 compared to the third quarter of 2018 due to lower tons sold and ~~nine-month periods~~a lower average selling price per ton sold. Our net sales were lower in the nine months ended September 30, ~~2018~~2019 compared to the same ~~periods~~period in ~~2017~~2018 due to lower tons sold partially offset by a higher ~~metals prices. Prices for almost every product we sell~~average selling price per ton sold.

Demand in non-residential construction (including infrastructure), our largest end market served, increased in ~~both~~ the ~~three-month and nine-month periods ended September 30, 2018~~third quarter of 2019 compared to the same ~~periods~~period in ~~2017. Our same-store average selling price has increased sequentially~~2018. Demand in the ~~past ten quarters. Section 232 activity favorably impacted metal prices.~~

~~The~~ automotive (which we serve primarily through our toll processing operations in the U.S. and Mexico) and aerospace end markets ~~continued to perform well for us. Heavy~~remained strong. Demand in heavy industry demand continues to strengthen. Reliance has been experiencing increased activity in the industrial equipment markets, primarily related to construction and agricultural equipment. Non-residential construction demand, including infrastructure, continues to steadily improve, although it remains at significantly reduced demand levels from its peak levels experienced in 2006.remained relatively steady. Demand for the products we sell to the energy (oil and ~~natural~~ gas) end market continued to ~~gradually improve~~trend lower in the third quarter of 2019. For the three months and nine months ended September 30, 2019, our same-store tons sold were down 2.0% and 4.4%, respectively, from the comparable 2018 periods; however, our performance outpaced the industry data reported by the MSCI, which indicated industry shipments were down 7.1% and 7.0%, respectively. The imposition of tariffs under Section 232 of the Trade Expansion Act of 1962 (“Section 232”) in March 2018 increased our shipment levels in the first half of 2018, as many of our customers purchased in larger quantities due to the rapid increases in metal prices, contributing to the year-over-year declines in our tons sold for the nine months ended September 30, ~~2018 compared to the same period in 2017, but remains significantly lower than the recent peak in 2014.~~2019.

Since we primarily purchase and sell our inventories in the “spot” market, the changes in our average selling prices generally fluctuate in accordance with the changes in the costs of the various metals we purchase. The mix of products sold can also have an impact on our average selling prices.

~~Table~~The third quarter of ~~Contents~~

~~Our~~2019 same-store average selling price per ton sold decreased 8.8%, mainly due to mill price decreases on many of the carbon steel products we sell. Our same-store average selling price has trended lower throughout the nine months ended September 30, 2019, with sequential decreases in the ~~three-month and nine-month periods~~past four quarters, as compared to the nine months ended September 30, 2018 in which prices increased ~~22.4% and 16.7%, respectively, from~~throughout the ~~comparable 2017 periods given increased mill pricing for most products we sell.~~period mainly due to Section 232 tariffs

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imposed in March 2018. As carbon steel sales represent approximately ~~54%~~52% of our sales dollars, changes in carbon steel prices have the most significant impact on changes in our overall average selling price per ton sold.

Our major commodity selling prices changed year-over-year as follows:



	Three Months Ended				Nine Months Ended
	September 30				September 30
			Same-store				Same-store
	Average Selling		Average Selling		Average Selling		Average Selling
	Price per Ton Sold		Price per Ton Sold		Price per Ton Sold		Price per Ton Sold
	(percentage change)				(percentage change)

									Three Months Ended				Nine Months Ended
									September 30				September 30
											Same-store				Same-store
									Average Selling		Average Selling		Average Selling		Average Selling
									Price per Ton Sold		Price per Ton Sold		Price per Ton Sold		Price per Ton Sold
									(percentage change)				(percentage change)
Carbon steel	26.3	%	26.2	%	18.9	%	18.9	%	(12.6)	%	(12.6)	%	(0.2)	%	(0.2)	%
Aluminum	18.3	%	18.2	%	13.5	%	13.3	%	(0.2)	%	(0.2)	%	6.7	%	6.7	%
Stainless steel	18.6	%	18.1	%	13.2	%	12.8	%	(3.3)	%	(3.7)	%	3.5	%	3.3	%
Alloy	18.9	%	18.4	%	14.1	%	13.6	%	2.7	%	2.7	%	10.3	%	10.3	%

Cost of Sales


	September 30,
	2019				2018
			% of				% of		Dollar		Percentage
	$		Net Sales		$		Net Sales		Change		Change
	(dollars in millions)
Cost of sales (three months ended)	$	1,871.2	69.7	%	$	2,140.2	72.0	%	$	(269.0)	(12.6)	%
Cost of sales (nine months ended)	$	5,990.8	70.3	%	$	6,148.8	70.5	%	$	(158.0)	(2.6)	%

September 30,

2018

2017

% of

% of

Dollar

Percentage

$

Net Sales


$

Net Sales


Change

Change

(dollars in millions)

Cost of sales (three months ended)
$
2,140.2

72.0
%

$
1,764.6

72.0
%

$
375.6

21.3
%
Cost of sales (nine months ended)
$
6,148.8

70.5
%

$
5,235.4

71.3
%

$
913.4

17.4
%

The ~~increase~~decrease in cost of sales in the ~~three-month~~third quarter of 2019 compared to the third quarter of 2018 is mainly due to a lower average cost per ton sold and ~~nine-month periods~~lower tons sold. The decrease in cost of sales in the nine months ended September 30, ~~2018 compared to the same periods in 2017~~2019 is mainly due to lower tons sold partially offset by a higher average cost per ton sold. See “Net Sales” above for trends in both demand and costs of our products.

Also, our last-in, first-out (“LIFO”) method inventory valuation reserve adjustment, which is included in cost of sales and, in effect, reflects cost of sales at current replacement costs, resulted in ~~a charge,~~credits, or ~~expense,~~income, of $40.0 million and $75.0 million in the three months and nine months ended September 30, 2019, respectively, compared to charges, or expenses, of $77.5 million and $165.0 million in the ~~three-month~~three months and ~~nine-month periods~~nine months ended September 30, 2018, ~~respectively, compared to a charge, or expense, of $6.3 million and $26.3 million~~respectively.

Gross Profit


	September 30,
	2019				2018
			% of				% of		Dollar		Percentage
	$		Net Sales		$		Net Sales		Change		Change
	(dollars in millions)
Gross profit (three months ended)	$	814.7	30.3	%	$	834.3	28.0	%	$	(19.6)	(2.3)	%
Gross profit (nine months ended)	$	2,535.2	29.7	%	$	2,571.7	29.5	%	$	(36.5)	(1.4)	%

Our gross profit decreased in the ~~three-month~~three months and ~~nine-month periods~~nine months ended September 30, ~~2017, respectively.~~

~~Gross Profit~~

September 30,

2018

2017

% of

% of

Dollar

Percentage

$

Net Sales


$

Net Sales


Change

Change

(dollars in millions)

Gross profit (three months ended)
$
834.3

28.0
%

$
685.5

28.0
%

$
148.8

21.7
%
Gross profit (nine months ended)
$
2,571.7

29.5
%

$
2,109.2

28.7
%

$
462.5

21.9
%

~~Our gross profit was higher in the three-month and nine-month periods ended September 30, 2018~~2019 compared to the same periods in ~~2017~~2018 mainly due to ~~higher metals prices. Our third quarter of 2018 gross profit of $834.3 million was the second highest in our Company’s history, following our record gross profit in the second quarter of 2018.~~lower tons sold. See “Net Sales” and “Cost of Sales” abovefor further discussion on product pricing trends and our LIFO inventory valuation reserve adjustments, respectively.

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Our gross profit margin ~~during~~increased in the ~~three-month and nine-month periods ended September 30, 2018 was within or above our estimated range~~third quarter of 27% to 29%. Our gross profit margin during the nine-month period ended September 30, 2018 benefited from the strong pricing environment throughout the period due to Section 232 activity and corresponding mill price increases2019 compared to the same period in ~~2017 when mill~~2018 due to our average selling price ~~increases were less frequent.~~per ton sold declining at a slower rate than our average cost per ton sold as a result of our disciplined approach of focusing on high quality, high margin business and the impact of our LIFO method inventory valuation reserve adjustments.

~~Table~~Our gross profit margins in the three months and nine months ended September 30, 2019 exceeded our estimated sustainable range of ~~Contents~~27% to 29%.

Expenses


	September 30,
	2019				2018
			% of				% of		Dollar		Percentage
	$		Net Sales		$		Net Sales		Change		Change
	(dollars in millions)
S,G&A expense (three months ended)	$	518.7	19.3	%	$	531.0	17.9	%	$	(12.3)	(2.3)	%
S,G&A expense (nine months ended)	$	1,582.2	18.6	%	$	1,586.3	18.2	%	$	(4.1)	(0.3)	%
S,G&A expense, same-store (three months ended)	$	511.9	19.3	%	$	527.1	17.8	%	$	(15.2)	(2.9)	%
S,G&A expense, same-store (nine months ended)	$	1,562.4	18.5	%	$	1,578.0	18.1	%	$	(15.6)	(1.0)	%
Depreciation & amortization expense (three months ended)	$	54.8	2.0	%	$	53.4	1.8	%	$	1.4	2.6	%
Depreciation & amortization expense (nine months ended)	$	163.2	1.9	%	$	161.8	1.9	%	$	1.4	0.9	%
Impairment of long-lived assets (three months ended)	$	—	—	%	$	35.5	1.2	%	$	(35.5)	(100.0)	%
Impairment of long-lived assets (nine months ended)	$	1.2	0.0	%	$	35.5	0.4	%	$	(34.3)	(96.6)	%

September 30,

2018

2017

% of

% of

Dollar

Percentage

$

Net Sales


$

Net Sales


Change

Change

(dollars in millions)

S,G&A expense (three months ended)
$
531.0

17.9
%

$
470.0

19.2
%

$
61.0

13.0
%
S,G&A expense (nine months ended)
$
1,586.3

18.2
%

$
1,422.1

19.4
%

$
164.2

11.5
%
S,G&A expense, same-store (three months ended)
$
522.8

17.7
%

$
470.0

19.2
%

$
52.8

11.2
%
S,G&A expense, same-store (nine months ended)
$
1,565.4

18.1
%

$
1,422.1

19.4
%

$
143.3

10.1
%
Depreciation & amortization expense (three months ended)
$
53.4

1.8
%

$
54.0

2.2
%

$
(0.6)

(1.1)
%
Depreciation & amortization expense (nine months ended)
$
161.8

1.9
%

$
164.2

2.2
%

$
(2.4)

(1.5)
%
Impairment of long-lived assets (three months ended)
$
35.5

1.2
%

$
2.8

0.1
%

$
32.7

1,167.9
%
Impairment of long-lived assets (nine months ended)
$
35.5

0.4
%

$
2.8

0.0
%

$
32.7

1,167.9
%

Same-store amounts exclude the results of our acquisitions (other than our purchase of the remaining 40% ownership of Acero Prime) completed in 2018.

Our same-store S,G&A expenses were lower in the three months and nine months ended September 30, 2019 compared to the same periods in 2018 due to decreases in incentive compensation for our managers and ~~2017 acquisitions.~~

salespeople at our metals service centers, which is based on profitability that excludes the impact of our LIFO inventory valuation reserve adjustments, that offset the impact of general inflation, including wage increases. Our S,G&A expense as a percentage of sales increased in the three months and nine months ended September 30, 2019 compared to the same periods in 2018, mainly due to our lower sales levels.

We recorded a $35.5 million impairment of long-lived assets charge and a $1.3 million restructuring charge in the three-month and nine-month periods ended September 30, 2018, compared to the same periods in 2017 due to increases in incentive compensation resulting from higher levels of profitability, as well as significant increases in freight expenses due to strong demand, tight supply and higher fuel costs. Our S,G&A expense as a percentage of sales decreased over these same periods mainly due to our higher sales levels, as a result of higher average selling prices.

~~S,G&A expense includes $4.6 million and $8.1 million of gains related to the sale of non-core machinery and equipment in the three months and nine months ended September 30, 2017.~~

We recorded a $35.5 million charge for impairment of long-lived assets in the three-month and nine-month periods ended September 30, 2018 compared to a $2.8 million charge in the comparable 2017 periods. The 2018 impairment charge mainly related to our decision to downsize one of our energy businesses due to changes in competitive factors for certain of the products they sell. See Note 12 — “Impairment and Restructuring Charges”of ~~the Notes to the~~our Unaudited Consolidated Financial Statements for further information on our 2018 impairment charges.

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Operating Income


	September 30,
	2019				2018
			% of				% of		Dollar		Percentage
	$		Net Sales		$		Net Sales		Change		Change
	(dollars in millions)
Operating income (three months ended)	$	241.2	9.0	%	$	214.4	7.2	%	$	26.8	12.5	%
Operating income (nine months ended)	$	788.6	9.2	%	$	788.1	9.0	%	$	0.5	0.1	%

September 30,

2018

2017

% of

% of

Dollar

Percentage

$

Net Sales


$

Net Sales


Change

Change

(dollars in millions)

Operating income (three months ended)
$
214.4

7.2
%

$
158.7

6.5
%

$
55.7

35.1
%
Operating income (nine months ended)
$
788.1

9.0
%

$
520.1

7.1
%

$
268.0

51.5
%

Our operating income was ~~significantly~~ higher in the ~~three-month and nine-month periods~~three months ended September 30, ~~2018~~2019 compared to the same ~~periods~~period in ~~2017~~2018 due to ~~higher~~decreased impairment charges and a lower S,G&A expense, partially offset by lower gross profit dollars from ~~higher~~lower tons sold and a lower average selling ~~prices.~~price per ton sold. Our operating income margin was higher in the ~~three-month and nine-month periods~~three months ended September 30, 2019 compared to the same period in 2018 ~~increased~~ due to ~~our solid~~a higher gross profit margin and decreased impairment charges, partially offset by a ~~decline in our operating expenses~~higher S,G&A expense as a percentage of ~~sales, due to our higher sales levels.~~sales. Our 2018 impairment charge lowered our operating income ~~$32.7 million~~margin by 1.2% in the ~~three-month and nine-month periods~~three months ended September 30, 2018. See Note 12 — “Impairment and Restructuring Charges” of our Unaudited Consolidated Financial Statements for further information on our 2018 ~~compared to the same periods in 2017 and lowered our operating income margin by 1.1% and 0.4%,~~

~~Table of Contents~~

~~respectively, over these same periods.~~impairment charges. See “Net Sales” above for trends in both demand and costs of our products and “Expenses” for trends in our operating expenses.

~~Income Tax Rate~~Other (Income) Expense


	September 30,
	2019				2018
			% of				% of		Dollar		Percentage
	$		Net Sales		$		Net Sales		Change		Change
	(dollars in millions)
Interest expense (three months ended)	$	20.5	0.8	%	$	22.0	0.7	%	$	(1.5)	(6.8)	%
Interest expense (nine months ended)	$	68.4	0.8	%	$	62.6	0.7	%	$	5.8	9.3	%
Other expense (income), net (three months ended)	$	2.3	0.1	%	$	(2.5)	(0.1)	%	$	4.8	(192.0)	%
Other expense (income), net (nine months ended)	$	0.5	—	%	$	(1.2)	—	%	$	1.7	(141.7)	%

Our effective income tax rates for the three-month periods ended September 30, 2018 and 2017 were 22.9% and 30.4%, respectively. Our effective income tax rates for the nine-month periods ended September 30, 2018 and 2017 were 23.7% and 31.5%, respectively. Our 2018 three-month and nine-month period effective income tax rates were favorably impacted by the ~~Tax Cuts and Jobs Act of 2017~~ ~~(“Tax Reform”), which included significant changes to the taxation of U.S. corporations, including a reduction of the U.S. federal statutory rate from 35% to 21%, effective January 1,~~ ~~2018. Based on our preliminary assessment of the impact of Tax Reform, we recognized a one-time, provisional net tax benefit of $207.3 million~~Interest expense was higher in ~~the fourth quarter of 2017,~~ ~~primarily related to the remeasurement of deferred tax assets and liabilities at the lowered federal statutory tax rate, which was partially offset by repatriation and related liabilities~~. Given the substantial changes to the Internal Revenue Code as a result of Tax Reform, our estimates of the financial impacts attributable to Tax Reform are subject to continuing analysis, interpretation and clarification of the new law, which could result in changes to our estimates in the fourth quarter of 2018. The adjustments to our provisional estimates during the nine months ended September 30, 2019 compared to the same period in 2018 due to higher interest rates on borrowings on our revolving credit facility during the first half of 2019. See Note 6 — “Debt” of our Unaudited Consolidated Financial Statements for further information on the interest rates on our borrowings. The change in Other expense (income), net in the three months ended September 30, 2019 was due to more redemptions on company-owned life insurance policies in 2018.

Income Tax Rate

Our effective income tax rate for the three months and nine months ended September 30, 2019 was 25.0% compared to 22.9% and 23.7% for the three months and nine months ended September 30, 2018, respectively. The differences between our effective income tax rates and the U.S. federal statutory rate of 21% were ~~not significant.~~ ~~State~~mainly due to state income taxes partially offset by the effects of company-owned life insurance ~~policies mainly accounted for the difference between our effective income tax rate and the federal statutory rate for the~~ ~~nine months ended~~ ~~September~~ ~~30, 2018~~.policies.

Table of Contents

Net Income


	September 30,
	2018				2017
			% of				% of		Dollar		Percentage
	$		Net Sales		$		Net Sales		Change		Change
	(dollars in millions)

													September 30,
													2019				2018
															% of				% of		Dollar		Percentage
													$		Net Sales		$		Net Sales		Change		Change
													(dollars in millions)
Net income attributable to Reliance (three months ended)	$	148.3	5.0	%	$	97.3	4.0	%	$	51.0	52.4	%	$	162.7	6.1	%	$	148.3	5.0	%	$	14.4	9.7	%
Net income attributable to Reliance (nine months ended)	$	548.1	6.3	%	$	312.0	4.2	%	$	236.1	75.7	%	$	535.9	6.3	%	$	548.1	6.3	%	$	(12.2)	(2.2)	%

The ~~increases~~increase in our net income and net income margin in the ~~three-month and nine-month periods~~three months ended September 30, ~~2018 compared~~2019 was mainly due to ~~the same periods in 2017 were primarily the result of~~ higher operating income ~~increased~~and operating income ~~margins~~margin, as discussed above. The decrease in our net income in the nine months ended September 30, 2019 was due to a decrease in gross profit dollars, mainly due to lower tons sold, that was offset by less impairment charges, along with higher interest expense and a ~~lower~~higher effective income tax rate.

Liquidity and Capital Resources

Operating Activities

Net cash ~~generated~~provided by ~~operating activities~~operations was ~~$233.3~~$954.1 million in the nine months ended September 30, ~~2018~~2019 compared to ~~$198.3~~$233.3 million in the same period in ~~2017.~~2018. Our increased operating cash flow was mainly due to ~~our significantly higher profitability that offset the increased~~decreased working capital ~~requirements~~investment (primarily accounts receivable and inventory less accounts payable) ~~due~~, resulting from a decrease in inventory tons on hand and relatively stable metals pricing in the nine months ended September 30, 2019 compared to ~~higher metal prices.~~the same period in 2018 when prices increased throughout the period. To manage our working capital, we focus on our days sales outstanding and on our inventory turnover rate, as receivables and inventory are the two most significant elements of our working capital. At September 30, ~~2018~~2019 and ~~September 30, 2017,~~2018, our days sales outstanding rate was ~~41.9~~42.5 days and ~~42.2~~41.9 days, respectively. Our inventory turn rate (based on tons) during the nine months ended September 30, ~~2018~~2019 was 4.4 times (or 2.7 months on hand), compared to 4.2 times (or 2.9 months on hand)~~, compared to 4.5 times (or 2.7 months on hand)~~ in the same period in 2018.

Investing Activities

Net cash used in investing activities of ~~2017.~~

~~Income taxes paid were $171.4~~$171.9 million in the nine months ended September 30, 2019 decreased from $189.0 million used in the comparable 2018 anperiod mainly due to $54.6 million less used to fund acquisitions that offset a $30.2 million increase ~~from $135.2~~in capital expenditures. Capital expenditures were $182.8 million ~~paid in~~for the nine months ended September 30, ~~2017. The increase is mainly due to higher estimated taxable income for 2018~~2019 compared to ~~2017, partially offset by a lower tax rate.~~$152.6 million in the same 2018 period. The majority of our 2019 and 2018 capital expenditures related to growth initiatives.

~~Table of Contents~~

Financing Activities

~~Investing Activities~~

Net cash used in ~~investing~~financing activities of ~~$189.0~~$738.8 million in the nine months ended September 30, ~~2018~~2019 increased from ~~$99.8~~$83.8 million in the same period in 2017 due to $55.6 million used to fund acquisitions and increases in capital expenditures. Capital expenditures were $152.6 million for the nine months ended September 30, 2018 compared to $118.1 million during the same period in 2017. The majority of our 2018 and 2017 capital expenditures related to organic growth initiatives.

~~Financing Activities~~

~~Net~~net cash used in ~~financing activities of $83.8 million~~the comparable 2018 period mainly due to paying down debt with the significant increase in free cash flow (cash provided by operations reduced by capital expenditures). Net debt repayments in the nine months ended September 30, ~~2018 increased from $58.1~~2019 were $562.3 million compared to $163.9 million of net debt borrowings in the same period in ~~2017 mainly due to share repurchases offset by increased net debt borrowings.~~2018. We ~~spent $130.1 million to repurchase shares of~~also continued our ~~common stock during the nine months ended September 30, 2018. Net debt borrowings~~shareholder return activities in the nine months ended September 30, ~~2018 were $163.9~~2019 with $113.3 million of dividends and $50.0 million of share repurchases compared to ~~$43.1~~$110.5 million of dividends and $130.1 million of share repurchases, excluding $0.6 million pending settlement, in the same period in 2017. We paid dividends and dividend equivalents of $110.5 million during the nine months ended September 30, 2018, an increase of $11.2 million from the same period in 2017, due to an increase in our regular quarterly dividend rate in February 2018.

On October ~~23, 2018,~~22, 2019, our Board of Directors declared the ~~2018~~2019 fourth quarter cash dividend of ~~$0.50~~$0.55 per share. We have increased our quarterly dividend 2526 times since our IPO in 1994, with the most recent increase of ~~11.1%~~10.0% from ~~$0.45~~$0.50 per share to ~~$0.50~~$0.55 per share effective in the first quarter of ~~2018.~~2019. We have never reduced or suspended our dividend and have paid regular quarterly dividends to our stockholders for 5960 consecutive years.

~~On October 20, 2015, our Board~~21

Table of ~~Directors increased the number of shares authorized to be repurchased under our share repurchase plan by 7.5 million shares and extended the duration of the plan through December 31, 2018.~~ Contents

On October 23, 2018, our Board of Directors amended our share repurchase plan, increasing the total authorized number of shares available to be repurchased by 5.0 million and extending the duration of the plan through December 31, 2021. ~~As of October 23, 2018, we had authorization under the plan to repurchase approximately 10.7 million shares, or about 15% of our current outstanding shares.~~ During the nine months ended September 30, ~~2018,~~2019, we repurchased ~~1,510,916~~592,934 shares of our common stock at an average cost of ~~$86.48~~$84.33 per ~~share for a total~~share. As of ~~$130.7 million.~~September 30, 2019, we had authorization under the plan to repurchase approximately 6.4 million shares, or about 10% of our current outstanding shares. From the inception of the plan in 1994 through ~~October 23, 2018,~~September 30, 2019, we have repurchased approximately ~~24.9~~29.1 million shares at an average cost of ~~$36.71~~$42.71 per ~~share.~~share, including record share repurchases of approximately 6.1 million shares for a total of $484.9 million in 2018. We expect to continue ~~opportunistically~~to be opportunistic in our approach to repurchasing shares of our common ~~stock going forward.~~stock.

Liquidity

Our primary sources of liquidity are funds generated from operations and our $1.5 billion revolving credit facility. Our total outstanding debt at September 30, ~~2018~~2019 was ~~$2.08~~$1.65 billion, updown from ~~$1.91~~$2.21 billion at December 31, ~~2017.~~2018. As of September 30, ~~2018,~~2019, we had ~~$753.0~~$408.0 million of outstanding borrowings, ~~$40.8~~$40.6 million of letters of credit issued ~~$706.2 million~~and $1.05 billion available for borrowing on our revolving credit ~~facility and $112.1~~facility. As of September 30, 2019, we had $166.0 million in cash and cash ~~equivalents.~~

~~As of September 30, 2018,~~equivalents and our net debt-to-total capital ratio (net debt-to-total capital is calculated as total debt, net of cash, divided by total Reliance stockholders’ equity plus total debt, net of cash) was ~~28.2%~~22.6%, updown significantly from ~~27.2%~~30.8% as of December 31, ~~2017.~~2018.

On September 30, 2016, we entered into a $2.1 billion unsecured five-year credit agreement (“Credit Agreement”) comprised of a $1.5 billion unsecured revolving credit facility and a $600.0 million unsecured term loan, with an option to increase the revolving credit facility up to an additional $500.0 million at our request, subject to approval of the lenders and certain other customary conditions. We intend to use the revolving credit facility for working capital and general corporate purposes, including, but not limited to, capital expenditures, dividend payments, repayment of debt, share repurchases, internal growth initiatives and acquisitions. The $600.0 million term loan due September 30, 2021 amortizes in quarterly installments, with an annual amortization of 10% until June 2021, with the balance to be paid at maturity. All borrowings under the Credit Agreement may be prepaid without penalty.

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Revolving credit facilities with a combined credit limit of ~~approximately $62.1~~$9.8 million are in place for operations in Asia ~~and Europe~~ with combined outstanding balances of ~~$28.5~~$4.6 million and ~~$53.9~~$4.7 million as of September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively.

~~Tax Cuts and Jobs Act of 2017~~

Tax Reform enacted in December 2017 had a favorable impact on our profitability and cash flows in the three-month and nine-month periods ended September 30, 2018 through a reduction in our effective income tax rate. In 2017, we recognized a one-time, provisional net tax benefit of $207.3 million, primarily related to the remeasurement of deferred tax assets and liabilities at the lowered federal statutory tax rate, which was partially offset by repatriation and related liabilities. ~~The adjustments to our provisional estimates during the nine months ended September 30, 2018 were not significant~~.

Capital Resources

On November 20, 2006, we entered into an indenture (the “2006 Indenture”), for the issuance of $600.0 million of unsecured debt securities. The total debt issued was comprised of two tranches, (a) $350.0 million aggregate principal amount of senior unsecured notes bearing interest at the rate of 6.20% per annum, which matured and were repaid on November 15, 2016 and (b) $250.0 million aggregate principal amount of senior unsecured notes bearing interest at the rate of 6.85% per annum, maturing on November 15, 2036.

On April 12, 2013, we entered into an indenture (the “2013 Indenture” and, together with the 2006 Indenture, the “Indentures”), for the issuance of $500.0 million aggregate principal amount of senior unsecured notes at the rate of 4.50% per annum, maturing on April 15, 2023.

Under the Indentures, the notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. If we experience a change in control accompanied by a downgrade in our credit rating, we will be required to make an offer to repurchase the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest.

Various industrial revenue bonds had combined outstanding balances of ~~$9.8~~$9.2 million as of September 30, ~~2018~~2019 and ~~$10.1~~$9.5 million as of December 31, ~~2017,~~2018, and have maturities through 2027.

As of September 30, ~~2018,~~2019, we had ~~$195.4~~$110.8 million of debt obligations coming due before our $1.5 billion revolving credit facility expires on September 30, 2021. We believe that we will continue to have sufficient liquidity to fund our

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future operating needs and to repay our debt obligations as they become due. In addition to funds generated from operations and funds available under our revolving credit facility, we expect to be able to access the capital markets to raise funds, if desired. We believe our investment grade credit rating enhances our ability to effectively raise capital, if needed. We expect to continue our acquisition and other growth ~~activities along with our~~and stockholder return activities in the future and anticipate that we will be able to fund such activities as they arise.

Covenants

The Credit Agreement and the Indentures include customary representations, warranties, covenants, acceleration, indemnity 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. Our interest coverage ratio for the twelve-month period ended September 30, ~~2018~~2019 was ~~12.2~~10.5 times compared to the debt covenant minimum requirement of 3.0 times ~~(interest~~(interest coverage ratio is calculated as earnings before interest and taxes ~~(EBIT)~~(“EBIT”), as defined in the Credit Agreement, divided by interest expense). Our leverage ratio as of September 30, ~~2018,~~2019, calculated in accordance with the terms of the Credit Agreement, was ~~29.7%~~24.9% compared to the debt covenant maximum amount of 60% (leverage ratio is calculated as total debt, inclusive of ~~capital~~finance lease obligations and outstanding letters of credit, divided by Reliance stockholders’ equity plus total debt).

We were in compliance with all financial covenants in our Credit Agreement at September 30, ~~2018.~~2019.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or variable interest entities, which are typically established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

As of September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, we were contingently liable under standby letters of credit in the aggregate amount of ~~$30.9~~$31.3 million and ~~$43.1~~$32.4 million, respectively. The letters of credit relate to insurance policies and construction projects.

Contractual Obligations and Other Commitments

We had no material changes in commitments for capital expenditures ~~operating lease obligations~~ or purchase obligations as of September 30, ~~2018,~~2019, as compared to those disclosed in our table of contractual obligations included in our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

Inflation

Our operations have not been, and we do not expect them to be, materially affected by general inflation. Historically, we have been successful in adjusting prices to our customers to reflect changes in metal prices.

Seasonality

Some of our customers are in seasonal businesses, especially customers in the construction industry and related businesses. However, our overall operations have not shown any material seasonal trends as a result of our geographic, product and customer diversity. Typically, revenues in the months of July, November and December have been lower than in other months because of a reduced number of working days for shipments of our products, resulting from holidays observed by the Company as well as vacation and extended holiday closures at some of our customers. Reduced shipping days also have a significant impact on our profitability. We cannot predict whether period-to-period fluctuations will be consistent with historical patterns. Results of any one or more quarters are therefore not necessarily indicative of annual results.

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Goodwill and Other Intangible Assets

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to ~~$1.85~~$1.87 billion at September 30, ~~2018,~~2019, or approximately ~~22%~~23% of total assets orand 37% of ~~Reliance stockholders’~~total equity. Additionally, other intangible assets, net amounted to ~~$1.06~~$1.04 billion at September 30, ~~2018,~~2019, or approximately 13% of total assets ~~or 21%~~and 20% of ~~Reliance stockholders’~~total equity. Goodwill and other intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests. Other intangible assets with finite useful lives are amortized over their useful lives. We review the recoverability of our long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our Unaudited Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. When we prepare these consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of our accounting policies require that we make subjective judgments, including estimates that involve matters that are inherently uncertain. Our most critical accounting estimates include those related to goodwill, other intangible assets and long-lived assets. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for our judgments about the carrying values of assets and liabilities that

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are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

See “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 for further information regarding the accounting policies that we believe to be critical accounting policies and that affect our more significant judgments and estimates used in preparing our consolidated financial statements. We do not believe that the new accounting guidance implemented in ~~2018~~2019 changed our critical accounting policies.

New Accounting Guidance

See Note 2—“Impact of Recently Issued Accounting Guidance” to of our Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for disclosure on new accounting guidance issued or implemented.

Item 3. Quantitative And Qualitative Disclosures About Market Risk

In the ordinary course of business, we are exposed to various market risk factors, including fluctuations in interest rates, changes in general economic conditions, domestic and foreign competition, foreign currency exchange rates and metals pricing, demand and availability. ~~As more fully discussed in~~ ~~Item1A “Risk Factors”~~ of this Quarterly Report on Form 10-Q, the tariffs imposed on certain metal products under Section 232 of the Trade Expansion Act of 1962 have led to significant increases in the prices of the products we sell and our profitability. A rapid decline in metal prices from current levels could result in a significant adverse effect on our gross profit and pre-tax income. See Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 for further discussion on quantitative and qualitative disclosures about market risk.

Item 4. Controls And Procedures

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to and as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the end of the period covered in this report, the Company’s disclosure controls and procedures are effective to ensure information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We implemented internal controls to ensure we properly assessed the impact of our adoption of the lease accounting changes on January 1, 2019.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The information contained under the heading “Legal Matters” in Note 10—10—“Commitments and Contingencies” to our Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q is incorporated by reference into this Item 1.

Item 1A. Risk Factors

~~Except as set forth below, there~~There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

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Excess capacity and over-production by foreign metal producers could increase the level of metal imports into the U.S., resulting in lower domestic prices, which would adversely affect our sales, margins and profitability.

Global metal-making capacity exceeds demand for metal products in some regions around the world. Rather than reducing employment by rationalizing capacity with consumption, we believe metal manufacturers in many countries (often with government assistance or subsidies in various forms) have periodically exported metal at prices which may not reflect their costs of production or capital. Excessive imports of metal into the U.S. have exerted, and may continue to exert, downward pressure on U.S. metal prices.

On March 1, 2018, the President of the United States announced a plan to indefinitely impose a 25 percent tariff on certain imported steel products and a 10 percent tariff on certain imported aluminum products under Section 232 of the Trade Expansion Act of 1962. Application of the tariffs commenced March 23, 2018, with temporary or long-term exemptions for a number of countries and subject to a product exemption process.

We expect that these tariffs, while in effect, will discourage metal imports from non-exempt countries. These tariffs have had a favorable impact on the prices of the products we sell and our results of operations. If these or other tariffs or duties expire or if others are further relaxed or repealed, or if relatively higher U.S. metal prices make it attractive for foreign metal producers to export their products to the U.S., despite the presence of duties or tariffs, the resurgence of substantial imports of foreign steel could create downward pressure on U.S. metal prices which could have a material adverse effect on our potential earnings and future results of operations. In addition, these tariffs have triggered retaliatory actions by certain affected countries, and other foreign governments have initiated or are considering imposing trade measures on steel and aluminum produced in the United States. To the extent these tariffs and other trade actions result in a decrease in international demand for steel and aluminum produced in the United States or otherwise negatively impact demand for our products, our business may be adversely impacted.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Share repurchase activity~~ during the three months ended September 30, ~~2018 was as follows:~~2019.

Period

Total Number of
Shares Purchased

Average Price Paid
Per Share ($)

Total Number of Shares Purchased as Part of Publicly Announced Plan

Maximum Number of Shares That May Yet Be Purchased Under the Plan(1)
July 1 - July 31, 2018

38,404

89.92

38,404

7,461,008
August 1 - August 31, 2018

561,265

89.35

561,265

6,899,743
September 1 - September 30, 2018

318,683

84.89

318,683

6,581,060
Total

918,352

918,352

⁽¹⁾

Share repurchases were made pursuant to a share repurchase program authorized by our Board of Directors on October 20, 2015. On October 23, 2018, our Board of Directors amended our share repurchase plan increasing by 5,000,000 shares the total number of shares authorized to be repurchased and extending the duration of the program through December 31, 2021. As of October 23, 2018, we had authorization to repurchase 10,714,671 shares. Our share repurchase plan does not obligate us to acquire any specific number of shares. Under the share repurchase plan, shares may be repurchased in the open market or privately negotiated transactions.

Item 3. Defaults Upon Senior Securities

None.

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Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit No.		Description


~~Exhibit No.~~		~~Description~~

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32**		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS101		~~XBRL Instance Document.~~The following unaudited financial information from Reliance Steel & Aluminum Co.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these consolidated financial statements.

101.SCH*		XBRL Taxonomy Extension Schema Document.

101.CAL*		XBRL Taxonomy Calculation Linkbase Document.

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		XBRL Taxonomy Label Linkbase Document.

101.PRE*		XBRL Taxonomy Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatting as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

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SIGNATURES

~~SIGNATURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	RELIANCE STEEL & ALUMINUM CO.
	(Registrant)


Dated: ~~November 1, 2018~~	~~By:~~	~~/s/ Gregg J. Mollins~~
		~~Gregg J. Mollins~~
		~~President and Chief Executive Officer~~
		~~(Principal Executive Officer)~~



October 31, 2019	By:	/s/ Karla R. Lewis
		Karla R. Lewis
		Senior Executive Vice President and Chief Financial Officer
		(Principal Financial ~~Officer;~~ Officer)



	By:	/s/ Arthur Ajemyan
		Arthur Ajemyan
		Vice President and Corporate Controller
		(Principal Accounting Officer)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	RS	New York Stock Exchange

Large accelerated filer ☒	Accelerated filer ☐
~~Large accelerated~~Non-accelerated filer ☒☐	~~Accelerated filer~~ Smaller reporting company ☐
~~Non-accelerated filer~~ ☐	~~Smaller reporting company~~ ☐
Emerging growth company ☐


PART I — FINANCIAL INFORMATION				1
~~PART I -- FINANCIAL INFORMATION~~			1

	Item 1.	Financial Statements

		Unaudited Consolidated Balance Sheets	1

		Unaudited Consolidated Statements of Income	2

		Unaudited Consolidated Statements of Comprehensive Income	3

		Unaudited Consolidated Statements of ~~Cash Flows~~Equity	4

		~~Notes to~~ Unaudited Consolidated ~~Financial~~ Statements of Cash Flows	5

		Notes to Unaudited Consolidated Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

	Item 4.	Controls and Procedures	24

PART II --— OTHER INFORMATION			24
			25

	Item 1.	Legal Proceedings	2425

	Item 1A.	Risk Factors	2425

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

	~~Item 3.~~	~~Defaults Upon Senior Securities~~	25

	Item 4.3.	Defaults Upon Senior Securities	25

	Item 4.	Mine Safety Disclosures	25

	Item 5.	Other Information	25

	Item 6.	Exhibits	26

	~~Item 5.~~	~~Other Information~~	26

	~~Item 6.~~	~~Exhibits~~	26

SIGNATURES			27


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
	(in millions)
Carbon Steel	$	1,637.6	$	1,319.5	$	4,741.0	$	3,936.8

									Three Months Ended				Nine Months Ended
									September 30,				September 30,
									2019		2018		2019		2018
									(in millions)
Carbon steel									$	1,416.1	$	1,637.6	$	4,542.4	$	4,741.0
Aluminum		559.9		475.3		1,680.1		1,446.2		532.4		559.9		1,662.6		1,680.1
Stainless Steel		418.7		343.3		1,250.6		1,038.6
Stainless steel										388.7		418.7		1,202.4		1,250.6
Alloy		171.2		149.3		512.7		440.4		160.7		171.2		515.0		512.7
Toll processing and logistics		106.5		85.8		311.9		258.8		111.8		106.5		343.6		311.9
Other and eliminations		80.6		76.9		224.2		223.8		76.2		80.6		260.0		224.2
Total	$	2,974.5	$	2,450.1	$	8,720.5	$	7,344.6	$	2,685.9	$	2,974.5	$	8,526.0	$	8,720.5


		September 30, 2018				December 31, 2017
	Weighted Average	Gross				Gross
	Amortizable	Carrying		Accumulated		Carrying		Accumulated
	Life in Years	Amount		Amortization		Amount		Amortization
		(in millions)

											September 30, 2019				December 31, 2018
										Weighted Average	Gross				Gross
										Amortizable	Carrying		Accumulated		Carrying		Accumulated
										Life in Years	Amount		Amortization		Amount		Amortization
											(in millions)
Intangible assets subject to amortization:
Covenants not to compete	4.7	$	0.9	$	(0.5)	$	0.8	$	(0.4)	4.8	$	0.8	$	(0.5)	$	0.8	$	(0.4)
Customer lists/relationships	15.1		698.2		(384.6)		745.0		(391.3)	15.0		708.7		(426.4)		707.3		(393.4)
Software	10.0		8.1		(8.1)		8.1		(8.1)	10.0		8.1		(8.1)		8.1		(8.1)
Other	7.6		1.0		(0.9)		6.3		(5.9)	7.3		1.1		(0.9)		1.0		(0.9)
			708.2		(394.1)		760.2		(405.7)
												718.7		(435.9)		717.2		(402.8)
Intangible assets not subject to amortization:
Trade names			750.4		—		757.6		—			757.9		—		757.6		—
		$	1,458.6	$	(394.1)	$	1,517.8	$	(405.7)
											$	1,476.6	$	(435.9)	$	1,474.8	$	(402.8)


	September 30,		December 31,
	2018		2017*
ASSETS
Current assets:
Cash and cash equivalents	$	112.1	$	154.4
Accounts receivable, less allowance for doubtful accounts of $21.5 at September 30, 2018 and $15.5 at December 31, 2017		1,425.8		1,087.3
Inventories		2,083.7		1,726.0
Prepaid expenses and other current assets		71.0		80.7
Income taxes receivable		—		2.9
Total current assets		3,692.6		3,051.3
Property, plant and equipment:
Land		231.1		229.7
Buildings		1,136.3		1,095.3
Machinery and equipment		1,830.7		1,738.6
Accumulated depreciation		(1,516.7)		(1,407.3)
Property, plant and equipment, net		1,681.4		1,656.3

Goodwill		1,853.3		1,842.6
Intangible assets, net		1,064.5		1,112.1
Cash surrender value of life insurance policies, net		34.6		47.8
Other assets		46.2		40.9
Total assets	$	8,372.6	$	7,751.0

LIABILITIES AND EQUITY

Current liabilities:
Accounts payable	$	461.2	$	346.7
Accrued expenses		89.0		83.6
Accrued compensation and retirement costs		156.7		139.3
Accrued insurance costs		41.4		42.1
Current maturities of long-term debt and short-term borrowings		89.1		92.0
Income taxes payable		2.6		—
Total current liabilities		840.0		703.7
Long-term debt		1,981.1		1,809.4
Long-term retirement costs		76.5		85.4
Other long-term liabilities		14.3		11.8
Deferred income taxes		430.4		440.8
Commitments and contingencies
Equity:
Preferred stock, $0.001 par value:
Authorized shares — 5,000,000
None issued or outstanding		—		—
Common stock and additional paid-in capital, $0.001 par value:
Authorized shares — 200,000,000
Issued and outstanding shares – 71,443,121 at September 30, 2018 and 72,609,540 at December 31, 2017		495.6		594.6
Retained earnings		4,583.0		4,144.1
Accumulated other comprehensive loss		(83.1)		(71.6)
Total Reliance stockholders’ equity		4,995.5		4,667.1
Noncontrolling interests		34.8		32.8
Total equity		5,030.3		4,699.9
Total liabilities and equity	$	8,372.6	$	7,751.0


	(in millions)
2018 (remaining three months)	$	10.5
2019		41.9

			(in millions)
2019 (remaining three months)			$	10.8
2020		41.9		43.1
2021		40.2		41.4
2022		35.5		36.7
2023		29.5		30.7
2024				27.2


	(in millions)
2019 (remaining three months)	$	15.8
2020		56.0
2021		44.4
2022		32.5
2023		24.6
Thereafter		58.0
Total operating lease payments		231.3
Less: imputed interest		(31.4)
Total operating lease liabilities	$	199.9


	(in millions)
2019	$	59.5
2020		45.5
2021		32.9
2022		22.7
2023		16.2
Thereafter		40.7
Total operating lease payments	$	217.5


		Weighted
		Average Grant
Unvested Shares	Shares	Date Fair Value
Unvested at January 1, 2018	924,575	$	74.09
Granted(1)	474,715		84.26
Vested	(7,790)		72.43
Cancelled or forfeited	(20,160)		75.36
Unvested at September 30, 2018	1,371,340	$	77.60
Shares reserved for future grants (all plans)	1,376,110


			Pension and		Accumulated
	Foreign Currency		Postretirement		Other
	Translation		Benefit Adjustments,		Comprehensive
	Loss		Net of Tax		Loss
	(in millions)
Balance as of January 1, 2018	$	(51.1)	$	(20.5)	$	(71.6)
Current-period change		(11.5)		—		(11.5)
Balance as of September 30, 2018	$	(62.6)	$	(20.5)	$	(83.1)