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Item 2. Management’s Discussion and Analysis

2025-05-01 compared with 2024-10-31 · 102 added, 135 removed, 81 unchanged (75% of the section changed)

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This report contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our forward-looking statements may include, but are not limited to, discussions of our industry and end markets, our business strategies and our expectations concerning future demand and major commodity product pricing and our results of operations, margins, profitability, taxes, liquidity, macroeconomic conditions, including inflation, interest rates and economic growth, litigation matters and capital resources.

Our forward-looking statements may include, but are not limited to, discussions of our industry and end markets, business strategies, acquisitions, and expectations concerning our future growth and profitability and our ability to generate industry leading returns for our stockholders, as well as future demand and metals pricing and our results of operations, margins, profitability, taxes, liquidity, macroeconomic conditions, including inflation, and the possibility of an economic recession or slowdown, litigation matters and capital resources.

In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “preliminary,” “range,” “intend” and “continue,” the negative of these terms, and similar expressions.

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Forward-looking statements involve known and unknown risks and uncertainties and are not guarantees of future performance.

Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements as a result of various important factors, including, but not limited to, actions taken by us, as well as developments beyond our control, including, but not limited to, the impacts of labor constraints and supply chain disruptions and changes in domestic and worldwide political and economic conditions and policies such as inflation, a prolonged higher interest rate environment, slowing macroeconomic growth or changes in tax or tariff policy that could materially impact us, our customers and suppliers, metals pricing, and demand for our products and services.

Deteriorations in economic conditions, as a result of inflation, elevated interest rates, economic recession, slowing growth, outbreaks of infectious disease, conflicts in Ukraine, the Middle East or otherwise, could lead to a decline in demand for our products and services and negatively impact our business, and may also impact financial markets and corporate credit markets which could adversely impact our access to financing, or the terms of any financing.

and foreign trade policies and the impact on economic conditions, inflation and the increasing likelihood of an economic recession that could materially impact us, our customers and suppliers, metals pricing, and demand for our products and services;

and foreign trade policies affecting metals product markets and pricing specifically;

the possibility that the expected benefits of acquisitions and capital expenditures may not materialize as expected;

and the impacts of labor constraints and supply chain disruptions.

Deteriorations in economic conditions as a result of tariffs or trade barriers, economic policies, inflation, economic recession, slowing growth, outbreaks of infectious disease, or geopolitical conflicts such as in Ukraine and the Middle East, could lead to a decline in demand for our products and services and negatively impact our business, and may also impact financial markets and corporate credit markets which could adversely impact our access to financing, or the terms of any financing.

Other factors which could cause actual results to differ materially from our forward-looking statements include those disclosed in this report and in other reports we have filed with the United States Securities and Exchange Commission (the “SEC”).

Important risks and uncertainties about our business can be found elsewhere in this Quarterly Report on Form 10-Q and in Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and in other documents Reliance files or furnishes with the SEC.

The Company cannot at this time predict all of the impacts of domestic and foreign tariffs and trade policies, inflation, product price fluctuations, economic recession, outbreaks of infectious disease, geopolitical conflicts and related economic effects, but these factors, individually or in any combination, could have a material adverse effect on the Company’s business, financial position, results of operations and cash flows.

The statements contained in this quarterly report on Form 10-Q 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.

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This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 and other sections of this quarterly report on Form 10-Q, including the consolidated financial statements and related notes contained in Item 1.

In the third quarter and nine months ended September 30, 2024, demand was relatively healthy in the majority of our end markets with increases in our same-store tons sold compared to prior year periods.

However, our operating results declined from the comparable 2023 periods, despite earnings contributions from four acquisitions completed in the first three quarters of 2024, mainly due to lower metals prices.

Our same-store and total tons sold increases of 3.7% and 7.1%, respectively, in the third quarter of 2024 compared to the third quarter of 2023 benefited from one additional shipping day and outperformed the 1.2% decline in industry shipments reported by the Metals Service Center Institute.

We believe our outperformance of industry peers is supported by our organic growth activities along with our service levels.

Our third quarter of 2024 same-store net sales decreased 8.0% compared to the third quarter of 2023 as a result of a 11.4% decline in average selling price per ton sold, which was partially offset by a 3.7% increase in tons sold discussed above.

Same-store net sales for the nine months ended September 30, 2024 were down 8.5% from the same period in 2023, reflecting a 9.2% decrease in average selling price per ton sold, which was partially offset by a 0.4% increase in tons sold.

Declines in carbon steel product prices had the most significant impact on our selling price per ton as carbon steel product sales represent over 50% of our sales.

Gross profit margins for the third quarter and nine months ended September 30, 2024 were 29.4% and 30.1%, respectively, compared to 29.7% and 30.7% for the respective 2023 periods.

Our gross profit margins remained strong, but were impacted from declines in metals pricing.

We believe the declines in metals pricing was mitigated by effective inventory management, our focus on orders with quick turnaround and value-added processing.

Earnings per diluted share were $3.61 and $13.55 for the third quarter and nine months ended September 30, 2024, respectively, compared to $4.99 and $17.92 for the respective 2023 periods.

Our lower earnings per share year-over-year are mainly due to lower metals prices despite increases in same-store and total tons sold, and share repurchases.

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

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

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

We completed four acquisitions in the nine months ended September 30, 2024 for $366.7 million.

Underlying demand in the first quarter of 2025 was healthy in the majority of our end markets, most notably in non-residential construction, despite ongoing uncertainty in both domestic and international economic policy.

Our tons sold were a record in the first quarter of 2025, however our operating results declined year-over-year, mainly due to lower metals prices and gross profit margin.

The declining metals pricing trend we experienced throughout 2024 and into February 2025 reversed with strong metals pricing increases throughout March that held into April.

Our tons sold in the first quarter of 2025 increased 9% year-over-year, reaching a new record of 1.63 million tons, supported by solid organic growth and contributions from our 2024 acquisitions.

We believe our shipments also benefited from our long-standing relationships with our domestic mill suppliers and certain customers accelerating their purchases in advance of anticipated carbon steel and aluminum product price increases.

Our same-store tons sold increased 5.6% compared to the first quarter of 2024, surpassing the industry-wide decline of 0.5% reported by the Metals Service Center Institute (“MSCI”).

Our gross profit margin of 29.7% for the first quarter of 2025 was strong despite a decline from 31.0% in the first quarter of 2024.

Earnings per diluted share were $3.74 and $5.23 for the first quarters of 2025 and 2024, respectively.

Our lower earnings per share year-over-year is mainly due to lower metals prices despite record tons sold in the first quarter of 2025 and an 8% reduction in outstanding shares as a result of share repurchases in the past four quarters.

Cash flow from operations of $64.5 million in the first quarter of 2025 decreased from $126.3 million in the first quarter of 2024 mainly due to lower net income, partially offset by a decrease in working capital investment.

Seasonally, the first quarter typically requires the largest working capital investment of the four quarters.

Returns to stockholders in the first quarter of 2025 totaled $318.4 million, comprised of $253.2 million of share repurchases and $65.2 million of cash dividends, which reflected a 9.1% increase in our regular quarterly dividend rate effective in the first quarter of 2025.

Cash used in investing activities in the first quarter of 2025 were mainly comprised of organic growth activities related to capital expenditures of $86.9 million in the first quarter of 2025, which declined from $108.7 million in the first quarter of 2024.

2024 Acquisitions

To further our growth strategy, in addition to our organic growth activities, we have completed four acquisitions so far in 2024.

Our acquisition strategy enhances our product breadth and value-added processing capabilities, with a continued focus on the diversification of our products, end markets and geographies.

Our 2024 acquisitions fit our strategy by extending the geographic reach of certain of our existing operations and expanding our product breadth and processing capacity.

● On February 1, 2024, we acquired, with cash on hand, Cooksey Iron & Metal Company (“Cooksey Steel”), a metals service center that processes and distributes finished steel products, including tubing, beams, plates and bars.

Headquartered in Tifton, Georgia, Cooksey Steel operates three locations, servicing a diverse range of customers.

● On April 1, 2024, we acquired American Alloy Steel, Inc.

(“American Alloy”) with cash on hand.

American Alloy, headquartered in Houston, Texas, operates five metals service centers and a plate fabrication business in the U.S.

American Alloy is a distributor of specialty carbon and alloy steel plate and round bar, including pressure vessel quality (PVQ) material.

● On April 1, 2024, we acquired, with cash on hand, Mid-West Materials, Inc.

(“MidWest Materials”), a flat-rolled steel service center that primarily services North American original equipment manufacturers.

Headquartered in Perry, Ohio, MidWest Materials provides steel products including hot-rolled, high strength hot-rolled, coated, and cold-rolled products that are sold into the trailer manufacturing, agriculture, metal fabrication, and building products markets.

● On August 16, 2024, with cash on hand, we completed the acquisition of certain assets of the FerrouSouth division of Ferragon Corporation (“FerrouSouth”).

FerrouSouth is a toll processing operation headquartered in Iuka, Mississippi, which provides flat-roll steel processing, logistics and warehousing services.

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

2023 Acquisition

On May 1, 2023, we acquired, with cash on hand, Southern Steel Supply, LLC (“Southern Steel”).

Southern Steel is headquartered in Memphis, Tennessee and offers merchant and structural steel, pipe and tube, steel plate, ornamental products and laser cut and fabricated parts.

Included in our net sales for the nine months ended September 30, 2024 and 2023 were net sales of $28.8 million and $20.2 million, respectively, from Southern Steel.

We acquired each of Cooksey Iron & Metal Company on February 1, 2024;

American Alloy Steel, Inc.

and Mid-West Materials, Inc.

on April 1, 2024;

and certain assets of the FerrouSouth division of Ferragon Corporation on August 16, 2024, with cash on hand.

Included in our net sales for the first quarters of 2025 and 2024 were combined net sales of $99.4 million and $16.1 million, respectively, from our 2024 acquisitions.

Results of Operations

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

Three Months Ended

Nine Months Ended

September 30,

The following sets forth certain income statement data for the first quarters of 2025 and 2024 (dollars are shown in millions, except per share amounts, and certain percentages may not calculate due to rounding):

Three Months Ended March 31,

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

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Warehouse, delivery, selling, general and administrative expense (“SG&A”)

Depreciation and amortization expense

Depreciation expense

Amortization expense

Operating income

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Gross profit and gross profit margin, as presented, are not necessarily comparable with similarly titled measures for other companies.

Third Quarter and Nine Months Ended September 30, 2024 Compared to Third Quarter and Nine Months Ended September 30, 2023

September 30,

First Quarter Ended March 31, 2025 Compared to First Quarter Ended March 31, 2024

Three Months Ended March 31,

(dollars in millions)

Net sales (three months ended)

Net sales, same-store (three months ended)

Net sales (nine months ended)

Net sales, same-store (nine months ended)

September 30,

Net sales, same-store

Three Months Ended March 31,

(tons in thousands)

Tons sold (three months ended)

Tons sold, same-store (three months ended)

Tons sold (nine months ended)

Tons sold, same-store (nine months ended)

September 30,

Average selling price per ton sold (three months ended)

Average selling price per ton sold, same-store (three months ended)

Average selling price per ton sold (nine months ended)

Average selling price per ton sold, same-store (nine months ended)

Our tons sold and average selling price per ton sold exclude our tons toll processed.

Tons sold, same-store

Three Months Ended March 31,

Average selling price per ton sold

Average selling price per ton sold, same-store

Our tons sold and average selling price per ton sold exclude our toll processed tons.

Our average selling price per ton sold includes intercompany transactions that are eliminated from our consolidated net sales.

Same-store amounts exclude the results of our 2024 and 2023 acquisitions.

Our same-store net sales declined from the comparable 2023 periods mainly due to declines in carbon steel pricing that lowered our average selling price per ton sold despite increases in same-store and total tons sold.

Demand remained relatively healthy in the majority of end markets we serve supported by same-store growth in tons sold from the prior year periods.

Since we primarily purchase and sell our inventories in the spot market, our average selling prices generally fluctuate with the changes in the costs of the various metals we purchase.

The mix of products sold can also have an impact on our overall average selling price per ton sold.

As c arbon steel sales represented 53% of our gross sales for the nine months ended September 30, 2024, changes in carbon steel prices have the most significant impact on changes in our overall average selling price per ton sold.

Same-store amounts exclude the results of our 2024 acquisitions.

We grew our same-store tons sold and our total tons sold increased to a new quarterly record, surpassing the declining trend in industry shipments as reported by the MSCI.

Our record tons sold benefited from solid organic growth, supported by healthy underlying demand in the majority of our end markets, our availability of metals products, contributions from our 2024 acquisitions, and some customers accelerating purchases in advance of anticipated higher metal prices from announced tariffs in March 2025.

Our net sales declined year-over-year due to declines in major commodity selling prices which outweighed record tons sold.

Since we primarily purchase and sell our inventories in the spot market, our average selling prices generally fluctuate with the changes in replacement costs of the various metals we purchase.

The mix of products sold can also have an impact on our average selling price per ton sold.

As c arbon steel sales represented 53% of our gross sales for the first quarter of 2025, changes in carbon steel prices have the most significant impact on changes in our average selling price per ton sold.

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

Three Months Ended

Nine Months Ended

September 30, 2024

Average Selling

Three Months Ended March 31,

Average Selling

Stainless steel

Our 2024 acquisitions did not significantly impact the year-over-year changes in our major commodity products.

Our 2024 acquisitions did not significantly impact the selling prices of our major commodity products.

Cost of Sales and Gross Profit

September 30,

Three Months Ended March 31,

(dollars in millions)

Cost of sales (three months ended)

Cost of sales (nine months ended)

Gross profit (three months ended)

Gross profit (nine months ended)

LIFO income, included in cost of sales (three months ended)

LIFO income, included in cost of sales (nine months ended)

The decreases in cost of sales in the third quarter and nine months ended September 30, 2024 compared to the same periods in 2024 were due to lower average costs per ton sold, mainly due to declines in replacement costs for carbon steel products, partially offset by increases in tons sold.

See “Net Sales” above for trends in both demand and costs of our products.

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

Our gross profit margins remained strong, but were pressured from declines in metals pricing which we believe were mitigated by effective inventory management, our focus on orders with quick turnaround and value-added processing.

In addition, we record in cost of sales non-cash adjustments to our LIFO method inventory valuation reserve that, in effect, reflects cost of sales at current replacement costs.

The inventory caption of our consolidated balance sheet includes a LIFO method inventory valuation reserve of $429.3 million at September 30, 2024.

See “Net Sales” above for further discussion on product pricing trends.

September 30,

Cost of sales

LIFO expense (income), included in cost of sales

The decrease in cost of sales was attributable to a lower average cost per ton sold, mainly due to declines in replacement costs for carbon steel products, partially offset by an increase in tons sold.

Gross profit decreased from the first quarter of 2024 mainly due to a lower average selling price per ton sold that outweighed record tons sold, and to a lesser extent a decrease in gross profit margin.

We record, in cost of sales, non-cash adjustments to our LIFO method inventory valuation reserve that, in effect, reflects cost of sales at current replacement costs.

The inventory caption of our consolidated balance sheet includes a LIFO method inventory valuation reserve of $459.9 million as of March 31, 2025.

Our gross profit margin declined from elevated levels in the first quarter of 2024, but remained at a strong level, as our average selling price per ton sold troughed mid-quarter and improved in March to prices that were higher than when the quarter began.

Although our major commodity selling prices were higher in the first quarter of 2024, they declined throughout the quarter, which resulted in $50.0 million of LIFO income that increased gross profit margin.

In the first quarter of 2025, our major commodity selling prices increased which resulted in $25.0 million of LIFO expense that lowered gross profit margin.

See “Net Sales” above for trends in both demand and costs of our products, and product pricing.

Three Months Ended March 31,

(dollars in millions)

SG&A expense (three months ended)

SG&A expense, same-store (three months ended)

SG&A expense (nine months ended)

SG&A expense, same-store (nine months ended)

Depreciation & amortization expense (three months ended)

Depreciation & amortization expense (nine months ended)

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

by lower incentive-based compensation resulting from lower profitability.

SG&A expense as a percentage of sales mainly increased due to lower net sales levels.

Our same-store SG&A expense for the nine months ended September 30, 2024 includes $5.1 million of non-recurring settlement expenses, mainly related to our anticipated withdrawal from certain multiemployer pension plans.

SG&A expense, same-store

Our same-store SG&A expense in the first quarter of 2025 decreased slightly compared to the first quarter of 2024 mainly due to lower incentive-based compensation, resulting from lower profitability, offset by higher costs associated with wage inflation and increased headcount related to our organic growth activities.

SG&A expense as a percentage of sales increased due to a lower average selling price per ton sold;

however, operational leverage improved as SG&A expense per ton sold declined nearly 6%.

Operating Income

September 30,

Three Months Ended March 31,

(dollars in millions)

Operating income (three months ended)

Operating income (nine months ended)

Operating income declined for the third quarter and nine months ended September 30, 2024 as compared to the same periods in 2023 as a result of lower same-store gross profit, driven by lower net sales and gross profit margin, partially offset by contributions to operating income from our acquisitions.

Our operating income margins in the third quarter and nine months ended September 30, 2024 were lower than in the comparable 2023 periods mainly due to lower gross profit margins and decreased operating leverage of our SG&A expense due to lower sales levels.

Operating income

Operating income declined due to lower gross profit, driven by lower metals pricing and gross profit margin, that outweighed an increase in same-store tons sold, improved operational leverage, and contributions from our 2024 acquisitions.

Our operating income margin declined as a result of a lower average selling price per ton sold and gross profit margin that outweighed improved operational leverage.

See “Net Sales” above for discussion of trends in demand and product costs and “Expenses” for trends in our operating expenses.

Income Tax Rate

Our effective income tax rate for each of the third quarter and nine months ended September 30, 2024 was 23.3%, compared to 23.7% and 24.2% for the third quarter and nine months ended September 30, 2023, respectively.

Our effective income tax rates for the first quarters of 2025 and 2024 were 23.6% and 23.3%, respectively.

The differences between our effective income tax rates and the U.S.

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Operating Activities

Net cash provided by operations of $956.5 million in the nine months ended September 30, 2024 decreased $189.2 million from $1.15 billion in the same period in 2023.

The year-over-year decrease was mainly due to a decline of $294.7 million in net income offset by lower working capital investment.

To manage our working capital, we focus on our days sales outstanding and inventory turnover rate as receivables and inventory are the two most significant elements of our working capital.

As of September 30, 2024 and 2023, our days sales outstanding rates were 41.4 days and 40.3 days, respectively.

Our inventory turnover rate (based on tons) during the nine months ended September 30, 2024 was 4.6 times (or 2.6 months on hand), compared to 4.7 times (or 2.6 months on hand) for the same period in 2023.

Net cash provided by operations of $64.5 million in the first quarter of 2025 decreased $61.8 million from $126.3 million in the first quarter of 2024.

The decrease was mainly due to a $103.3 million decline in net income, partially offset by changes in operating assets and liabilities.

Changes in operating assets and liabilities (exclusive of acquisitions) used cash of $223.4 million in the first quarter of 2025 compared to $256.9 million in the first quarter of 2024.

Investing Activities

Net cash used in investing activities of $673.4 million for the nine months ended September 30, 2024 increased $305.6 million from $367.8 million in the same period in 2023.

The significant increase was mainly due to $366.7 million spent on acquisitions in the 2024 nine-month period compared to $24.1 million in the same period in 2023, partially offset by $38.9 million less of capital expenditures.

The majority of our capital expenditures in the nine months ended September 30, 2024 and 2023 were related to growth activities.

Net cash used in investing activities of $87.6 million in the first quarter of 2025 decreased $89.8 million from $177.4 million in the first quarter of 2024.

The decrease was mainly due to $53.7 million spent on an acquisition in the first quarter

of 2024 and a $21.8 million decrease in capital expenditures.

The majority of our capital expenditures in the first quarters of 2025 and 2024 were related to growth activities.

Financing Activities

Net cash used in financing activities of $1.05 billion for the nine months ended September 30, 2024 increased $78.0 million from $970.7 million in the same period in 2023.

The increase was mainly the result of increased share repurchases partially offset by increased net debt borrowings.

Net debt borrowings were $125.0 million in the nine months ended September 30, 2024 compared to net debt repayments of $507.9 million in the same period in 2023, which included the redemption of $500.0 million of senior notes.

In the nine months ended September 30, 2024, we repurchased $951.3 million of our common stock compared to $239.2 million in the same period in 2023.

Our returns to stockholders also included an increase in our quarterly dividend rate of 10% in February 2024 with total dividend payments of $188.5 million in the nine months ended September 30, 2024 compared to $179.3 million in the same period in 2023.

On October 22, 2024, our Board of Directors declared the 2024 fourth quarter cash dividend of $1.10 per share.

We have increased our quarterly dividend 31 times since our IPO in 1994, with the most recent increase of 10.0% from $1.00 to $1.10 per share effective in the first quarter of 2024.

Net cash used in financing activities of $18.6 million in the first quarter of 2025 decreased $71.7 million from $90.3 million in the first quarter of 2024.

The decrease was mainly the result of increased net debt borrowings on our revolving credit facility, partially offset by increased share repurchases.

Net debt borrowings were $330.0 million in the first quarter of 2025 compared to no net debt borrowings in the first quarter of 2024.

In the first quarter of 2025, we repurchased $253.2 million of our common stock compared to no repurchases in the first quarter of 2024.

Our returns to stockholders also included a 9.1% increase in our quarterly dividend rate in February 2025;

however, our total dividend payments of $65.2 million in the first quarter 2025 were lower than the $65.3 million paid in the first quarter of 2024 as a result of an approximately 8% reduction in our outstanding common shares from share repurchases in the past four quarters.

On April 21, 2025, our Board of Directors declared the 2025 second quarter cash dividend of $1.20 per share.

We have increased our quarterly dividend 32 times since our 1994 IPO, with the most recent increase of 9.1% from $1.10 to $1.20 per share effective in the first quarter of 2025.

We have paid quarterly cash dividends on our common stock for 66 consecutive years and have never reduced or suspended our regular quarterly dividend.

Share Repurchase Plan

See Note 9—“Equity ” to our consolidated financial statements for information on our 2024 and 2023 share repurchases.

On October 22, 2024, our Board of Directors amended our share repurchase program to replenish the repurchase authorization to $1.5 billion.

The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time.

On September 10, 2024, we entered into a $1.5 billion unsecured five-year Second Amended and Restated Credit Agreement (“Credit Agreement”) that amended and restated our then-existing $1.5 billion unsecured revolving credit facility with $125.0 million of outstanding borrowings at September 30, 2024.

We also had an aggregate of $1.15 billion principal amount of senior unsecured note obligations with various maturities through 2036 issued under indentures as of September 30, 2024 .

See Note 10—“Equity ” to our consolidated financial statements for information on our share repurchases.

As of April 25, 2025, we had remaining authorization to repurchase $1.02 billion of our common stock under our $1.5 billion share repurchase program authorized by our Board of Directors on October 22, 2024.

The share repurchase program does not obligate us to repurchase any specific number of shares in any prescribed period, does not have a specific expiration date and may be suspended or discontinued at any time.

We have a $1.5 billion unsecured revolving credit facility with $330.0 million of outstanding borrowings as of March 31, 2025 compared to no outstanding borrowings as of December 31, 2024.

We also have an aggregate of $1.15 billion principal amount of senior unsecured note obligations with various maturities through 2036 issued under indentures, including $400.0 million of senior notes due in August 2025 .

See Note 7—“Debt ” to our consolidated financial statements for further information on our amended credit agreement and indentures governing our debt securities.

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We believe our primary sources of liquidity, including funds generated from operations, cash and cash equivalents and our $1.5 billion revolving credit facility, will be sufficient to satisfy our cash requirements and stockholder return activities over the next 12 months and beyond.

As of September 30, 2024, we had $314.6 million in cash and cash equivalents and our net debt-to-total capital ratio was 11.5%, up from 0.8% as of December 31, 2023.

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

As of March 31, 2025, we had $277.8 million in cash and cash equivalents and our net debt-to-total capital ratio was 14.4%, up from 10.2% as of December 31, 2024.

As of March 31, 2025, we had $401.1 million of debt obligations coming due before our $1.5 billion unsecured revolving credit facility matures on September 10, 2029, including $400.0 million of senior notes due in August 2025.

We believe that we will continue to have sufficient liquidity to fund our future operating needs and to repay our debt obligations as they become due .

In addition to funds generated from operations and approximately $1.37 billion available under our revolving credit facility, we expect to continue to be able to access the capital markets to raise funds, if desired.

In addition to funds generated from operations and approximately $1.17 billion available for borrowing on our unsecured revolving credit facility, we expect to continue to be able to access the capital markets to raise funds, if desired.

We believe our investment grade credit ratings enhance our ability to effectively raise capital.

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The covenants under the Credit Agreement include, among other things, a financial maintenance covenant that requires us to comply with a maximum total net leverage ratio.

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

We were in compliance with the financial maintenance covenant under our Credit Agreement as of March 31, 2025.

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.

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.

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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 $2.17 billion at September 30, 2024, or approximately 21% of total assets and 29% of total equity.

Additionally, other intangible assets, net amounted to $1.03 billion at September 30, 2024, or approximately 10% of total assets and 14% of total equity.

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $2.17 billion as of March 31, 2025, or approximately 21% of total assets and 30% of total equity.

Additionally, other intangible assets, net amounted to $997.0 million as of March 31, 2025, or approximately 10% of total assets and 14% of total equity.

Goodwill and other intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests and further evaluation when certain events occur.

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Critical Accounting 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.

Our consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles.

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.

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Our actual results may differ from these estimates under different assumptions or conditions.

During the quarter ended September 30, 2024, there were no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.

During the quarter ended March 31, 2025, there were no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.

Website Disclosure

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receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section at https://investor.reliance.com .

The website is for informational purposes only and is not intended for use as a hyperlink.

The Company is not incorporating any material on its website into this quarterly report on Form 10-Q.

Our website address is for informational purposes only and is not intended for use as a hyperlink.

We are not incorporating any material on our website into this quarterly report on Form 10-Q.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis