12. Condensed Consolidating Financial Statements

In November 2006 and April 2013, we issued senior unsecured notes in the aggregate principal amount of $1.1 billion, at fixed interest rates that are guaranteed by our named 100%-owned domestic subsidiaries that also guarantee our credit facility. The accompanying consolidating financial information has been prepared and presented pursuant to Rule 3-10 of SEC Regulation S-X “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The guarantees are full and unconditional and joint and several obligations of each of the guarantor subsidiaries. There are no significant restrictions on our ability to obtain funds from any of the guarantor subsidiaries by dividends or loans. The supplemental consolidating financial information has been presented in lieu of separate financial statements of the guarantors as such separate financial statements are not considered meaningful.

Condensed Unaudited Consolidating Balance Sheet
As of March 31, 2013

(in millions)

	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Consolidating Adjustments			Consolidated

Assets
Cash and cash equivalents	$	33.7	$	13.2	$	53.2	$	—		$	100.1
Accounts receivable, less allowance for doubtful accounts	77.4		767.4		95.6		—			940.4
Inventories	58.8		1,123.4		135.4		—			1,317.6
Intercompany receivables	0.5		18.9		2.5		(21.9		)	—
Income taxes receivable	38.8		—		1.8		(37.4		)	3.2
Other current assets	103.8		29.3		8.8		(76.8		)	65.1
Total current assets	313.0		1,952.2		297.3		(136.1		)	2,426.4

Investments in subsidiaries	3,524.7		257.8		—		(3,782.5		)	—
Property, plant and equipment, net	100.5		1,040.5		94.6		—			1,235.6
Goodwill	23.8		1,183.9		104.7		—			1,312.4
Intangible assets, net	10.3		785.6		126.4		—			922.3
Intercompany receivables	1,186.3		20.4		3.5		(1,210.2		)	—
Other assets	18.6		63.7		2.1		—			84.4
Total assets	$	5,177.2	$	5,304.1	$	628.6	$	(5,128.8	)	$	5,981.1

Liabilities & Equity
Accounts payable	$	39.9	$	319.0	$	52.5	$	(21.9	)	$	389.5
Accrued compensation and retirement costs	9.4		53.7		3.9		—			67.0
Income taxes payable	—		37.4		—		(37.4		)	—
Other current liabilities	58.6		46.7		24.5		(1.7		)	128.1
Deferred income taxes	—		75.2		—		(75.2		)	—
Current maturities of long-term debt and short-term borrowings	75.3		—		11.3		—			86.6
Total current liabilities	183.2		532.0		92.2		(136.2		)	671.2
Long-term debt	1,063.8		—		—		—			1,063.8
Intercompany borrowings	—		1,104.5		105.7		(1,210.2		)	—
Other long-term liabilities	283.4		282.4		24.4		—			590.2
Total Reliance shareholders’ equity	3,646.8		3,379.2		403.2		(3,782.4		)	3,646.8
Noncontrolling interests	—		6.0		3.1		—			9.1
Total equity	3,646.8		3,385.2		406.3		(3,782.4		)	3,655.9
Total liabilities and equity	$	5,177.2	$	5,304.1	$	628.6	$	(5,128.8	)	$	5,981.1

Condensed Unaudited Consolidating Balance Sheet
As of December 31, 2012

(in millions)

	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Consolidating Adjustments			Consolidated

Assets
Cash and cash equivalents	$	28.1	$	13.1	$	56.4	$	—		$	97.6
Accounts receivable, less allowance for doubtful accounts	67.4		658.3		82.0		—			807.7
Inventories	50.3		1,068.4		153.6		—			1,272.3
Intercompany receivables	0.2		16.7		2.4		(19.3		)	—
Income taxes receivable	28.2		—		0.2		—			28.4
Other current assets	113.3		26.5		6.8		(75.2		)	71.4
Total current assets	287.5		1,783.0		301.4		(94.5		)	2,277.4

Investments in subsidiaries	3,722.7		257.8		—		(3,980.5		)	—
Property, plant and equipment, net	100.8		1,044.1		95.8		—			1,240.7
Goodwill	23.7		1,183.9		107.0		—			1,314.6
Intangible assets, net	11.0		794.6		130.9		—			936.5
Intercompany receivables	969.7		26.2		3.7		(999.6		)	—
Other assets	18.3		68.1		2.1		—			88.5
Total assets	$	5,133.7	$	5,157.7	$	640.9	$	(5,074.6	)	$	5,857.7

Liabilities & Equity
Accounts payable	$	25.7	$	195.2	$	54.0	$	(19.3	)	$	255.6
Accrued compensation and retirement costs	22.8		84.0		6.0		—			112.8
Other current liabilities	48.5		71.6		6.1		—			126.2
Deferred income taxes	—		75.2		—		(75.2		)	—
Current maturities of long-term debt and short-term borrowings	75.3		—		8.3		—			83.6
Total current liabilities	172.3		426.0		74.4		(94.5		)	578.2
Long-term debt	1,123.8		—		—		—			1,123.8
Intercompany borrowings	—		864.3		135.3		(999.6		)	—
Other long-term liabilities	279.2		284.0		25.1		—			588.3
Total Reliance shareholders’ equity	3,558.4		3,577.4		403.1		(3,980.5		)	3,558.4
Noncontrolling interests	—		6.0		3.0		—			9.0
Total equity	3,558.4		3,583.4		406.1		(3,980.5		)	3,567.4
Total liabilities and equity	$	5,133.7	$	5,157.7	$	640.9	$	(5,074.6	)	$	5,857.7

Condensed Unaudited Consolidating Statement of Income
For the three months ended March 31, 2013
(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated

Net sales	$	179.4		$	1,738.7		$	163.7		$	(56.5	)	$	2,025.3

Costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown below)	138.1			1,291.4			123.5			(56.5		)	1,496.5
Warehouse, delivery, selling, general and administrative	50.9			299.6			23.3			(16.1		)	357.7
Depreciation and amortization	4.0			33.6			3.5			—			41.1
	193.0			1,624.6			150.3			(72.6		)	1,895.3

Operating (loss) income	(13.6		)	114.1			13.4			16.1			130.0

Other income (expense):
Interest	(13.1		)	(2.5		)	(0.5		)	3.0			(13.1		)
Other income (expense), net	18.3			3.9			(0.2		)	(19.1		)	2.9
(Loss) income before equity in earnings of subsidiaries and income taxes	(8.4		)	115.5			12.7			—			119.8
Equity in earnings of subsidiaries	82.6			4.8			—			(87.4		)	—
Income before income taxes	74.2			120.3			12.7			(87.4		)	119.8
Income tax (benefit) provision	(9.5		)	42.2			2.6			—			35.3
Net income	83.7			78.1			10.1			(87.4		)	84.5
Less: Net income attributable to noncontrolling interests	—			0.8			—			—			0.8
Net income attributable to Reliance	$	83.7		$	77.3		$	10.1		$	(87.4	)	$	83.7

Condensed Unaudited Consolidating Statement of Income
For the three months ended March 31, 2012

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated

Net sales	$	192.7		$	1,972.1		$	191.6		$	(68.1	)	$	2,288.3

Costs and expenses:
Cost of sales (exclusive of depreciation and amortization shown below)	153.7			1,487.8			137.2			(68.2		)	1,710.5
Warehouse, delivery, selling, general and administrative	15.0			344.4			24.8			(26.5		)	357.7
Depreciation and amortization	3.5			29.2			2.8			—			35.5
	172.2			1,861.4			164.8			(94.7		)	2,103.7

Operating income	20.5			110.7			26.8			26.6			184.6

Other income (expense):
Interest	(14.4		)	(3.9		)	(0.7		)	4.5			(14.5		)
Other income, net	33.9			2.7			1.0			(31.1		)	6.5
Income before equity in earnings of subsidiaries and income taxes	40.0			109.5			27.1			—			176.6
Equity in earnings of subsidiaries	68.0			9.9			—			(77.9		)	—
Income before income taxes	108.0			119.4			27.1			(77.9		)	176.6
Income tax (benefit) provision	(8.2		)	62.2			4.7			—			58.7
Net income	116.2			57.2			22.4			(77.9		)	117.9
Less: Net income attributable to noncontrolling interests	—			1.5			0.2			—			1.7
Net income attributable to Reliance	$	116.2		$	55.7		$	22.2		$	(77.9	)	$	116.2

Condensed Unaudited Consolidating Cash Flow Statement
For the three months ended March 31, 2013

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated

Operating activities:
Net income	$	83.7		$	78.1		$	10.1		$	(87.4	)	$	84.5
Equity in earnings of subsidiaries	(82.6		)	(5.1		)	—			87.4			(0.3		)
Other operating activities, net	111.8			(139.5		)	15.7			—			(12.0		)
Cash provided by (used in) operating activities	112.9			(66.5		)	25.8			—			72.2

Investing activities:
Purchases of property, plant and equipment	(3.0		)	(21.6		)	(2.2		)	—			(26.8		)
Net advances to subsidiaries	(52.2		)	—			—			52.2			—
Other investing activities, net	—			7.3			—			—			7.3
Cash used in investing activities	(55.2		)	(14.3		)	(2.2		)	52.2			(19.5		)

Financing activities:
Net short-term debt borrowings	—			—			3.1			—			3.1
Proceeds from long-term debt borrowings	50.0			—			—			—			50.0
Principal payments on long-term debt	(110.0		)	—			—			—			(110.0		)
Dividends paid	(22.9		)	—			—			—			(22.9		)
Net intercompany borrowings (repayments)	—			81.6			(29.4		)	(52.2		)	—
Other financing activities, net	30.8			(0.7		)	—			—			30.1
Cash (used in) provided by financing activities	(52.1		)	80.9			(26.3		)	(52.2		)	(49.7		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(0.5		)	—			(0.5		)
Increase (decrease) in cash and cash equivalents	5.6			0.1			(3.2		)	—			2.5
Cash and cash equivalents at beginning of year	28.1			13.1			56.4			—			97.6
Cash and cash equivalents at end of period	$	33.7		$	13.2		$	53.2		$	—		$	100.1

Condensed Unaudited Consolidating Cash Flow Statement
For the three months ended March 31, 2012

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated

Operating activities:
Net income	$	116.2		$	57.2		$	22.4		$	(77.9	)	$	117.9
Equity in earnings of subsidiaries	(68.0		)	(10.4		)	—			77.9			(0.5		)
Other operating activities, net	(26.5		)	(125.1		)	(29.0		)	—			(180.6		)
Cash provided by (used in) operating activities	21.7			(78.3		)	(6.6		)	—			(63.2		)

Investing activities:
Purchases of property, plant and equipment	(2.7		)	(28.7		)	(3.2		)	—			(34.6		)
Acquisition of a metal service center	—			(10.0		)	—			—			(10.0		)
Net advances to subsidiaries	(112.5		)	—			—			112.5			—
Other investing activities, net	—			3.0			—			—			3.0
Cash used in investing activities	(115.2		)	(35.7		)	(3.2		)	112.5			(41.6		)

Financing activities:
Net short-term debt repayments	—			—			(0.4		)	—			(0.4		)
Proceeds from long-term debt borrowings	221.0			—			—			—			221.0
Principal payments on long-term debt	(120.9		)	(1.3		)	—			—			(122.2		)
Dividends paid	(11.2		)	—			—			—			(11.2		)
Net intercompany borrowings (repayments)	—			116.5			(4.0		)	(112.5		)	—
Other financing activities, net	4.5			(0.7		)	—			—			3.8
Cash provided by (used in) financing activities	93.4			114.5			(4.4		)	(112.5		)	91.0
Effect of exchange rate changes on cash and cash equivalents	—			—			(0.8		)	—			(0.8		)
(Decrease) increase in cash and cash equivalents	(0.1		)	0.5			(15.0		)	—			(14.6		)
Cash and cash equivalents at beginning of year	15.1			10.8			58.7			—			84.6
Cash and cash equivalents at end of period	$	15.0		$	11.3		$	43.7		$	—		$	70.0