11-K 1 a12-15130_111k.htm 11-K

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

(Mark One)

 

x

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2011

 

OR

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                 

 

Commission file number: 001-13122

 

A.  Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Reliance Steel & Aluminum Co. Master 401(k) Plan

 

B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Reliance Steel & Aluminum Co.

350 South Grand Avenue, Suite 5100

Los Angeles, California 90071

 

 

 



Table of Contents

 

Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Financial Statements and
Supplemental Schedules

As of December 31, 2011 and 2010 and

For the Year Ended December 31, 2011

 



Table of Contents

 

Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Financial Statements and Supplemental Schedules

As of December 31, 2011 and 2010 and

For the Year Ended December 31, 2011

 




Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

To the Plan Administrator and Participants of the Plan

Reliance Steel & Aluminum Co. Master 401(k) Plan

Los Angeles, California

 

We have audited the accompanying statements of net assets available for benefits of the Reliance Steel & Aluminum Co. Master 401(k) Plan (the “Plan”) as of December 31, 2011 and 2010 and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2011 and 2010 and the changes in net assets available for benefits for the year ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2011, and delinquent participant contributions for the year ended December 31, 2011, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/ BDO USA, LLP

 

BDO USA, LLP

Los Angeles, California

June 21, 2012

 

3



Table of Contents

 

Financial Statements

 



Table of Contents

 

Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Statements of Net Assets Available for Benefits

 

December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Investments, at fair value:

 

 

 

 

 

Plan interest in Master Trust investments

 

$

542,027,863

 

$

545,224,216

 

 

 

 

 

 

 

Total investments

 

542,027,863

 

545,224,216

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Employer contributions

 

14,832,637

 

13,016,369

 

Notes receivable from participants

 

18,316,203

 

17,558,139

 

 

 

 

 

 

 

Total receivables

 

33,148,840

 

30,574,508

 

 

 

 

 

 

 

Total Assets

 

575,176,703

 

575,798,724

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Excess contributions payable

 

258,769

 

212,708

 

 

 

 

 

 

 

Total Liabilities

 

258,769

 

212,708

 

 

 

 

 

 

 

Net assets available for benefits at fair value

 

574,917,934

 

575,586,016

 

 

 

 

 

 

 

Adjustment from fair value to contract value for the fully-benefit responsive investment contracts (common collective trust)

 

(425,163

)

(102,175

)

 

 

 

 

 

 

Net assets available for benefits

 

$

574,492,771

 

$

575,483,841

 

 

See accompanying notes to financial statements.

 

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Table of Contents

 

Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Statement of Changes in Net Assets Available for Benefits

 

Year ended December 31,

 

2011

 

 

 

 

 

Additions

 

 

 

 

 

 

 

Income:

 

 

 

Interest from notes receivable from participants

 

$

859,962

 

 

 

 

 

Total income

 

859,962

 

 

 

 

 

Contributions:

 

 

 

Participant

 

25,257,698

 

Employer, net of forfeitures

 

14,925,627

 

Rollover

 

727,440

 

 

 

 

 

Total contributions, net

 

40,910,765

 

 

 

 

 

Transfers from other plans

 

12,004,401

 

 

 

 

 

Total additions

 

53,775,128

 

 

 

 

 

Deductions

 

 

 

 

 

 

 

Plan interest in Master Trust investment loss

 

10,441,111

 

Transfer to other plan

 

441,706

 

Benefits paid to participants and beneficiaries

 

43,671,344

 

Deemed distributions of notes receivable from participants

 

125,984

 

Administrative expenses

 

86,053

 

 

 

 

 

Total deductions

 

54,766,198

 

 

 

 

 

Net decrease

 

991,070

 

 

 

 

 

Net assets available for benefits, beginning of year

 

575,483,841

 

 

 

 

 

Net assets available for benefits, end of year

 

$

574,492,771

 

 

See accompanying notes to financial statements.

 

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Table of Contents

 

Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Notes to Financial Statements

 

1.                          Description of the Plan

 

The following description of the Reliance Steel & Aluminum Co. Master 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description and the plan document for a more complete description.

 

General

 

The Plan provides certain benefits to the employees of Reliance Steel & Aluminum Co. and certain subsidiaries (collectively the “Company”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) and subsequent amendments.

 

The Plan is sponsored by Reliance Steel & Aluminum Co. (“Sponsor”) whose subsidiaries are participating employers (“Participating Employers”) in the Plan. The Plan is administered by the RSAC Employee Benefit Committee (“Plan Administrator”). The Plan is a 401(k) plan established for all employees of the Participating Employers of the Company who are not members of a collective bargaining unit for which the Company is required to make contributions to another 401(k) plan. Employees of subsidiaries of Reliance Steel & Aluminum Co., other than those listed below, are not covered under this Plan as of December 31, 2011.

 

Allegheny Steel Distributors, Inc.

 

Liebovich Bros., Inc.

Aluminum and Stainless, Inc.

 

Metal Supply Company, Ltd.

American Metals Corporation

 

Pacific Metal Company

AMI Metals, Inc.

 

PDM Steel Service Centers, Inc.

CCC Steel, Inc.

 

Phoenix Corporation

Chapel Steel Corp.

 

Precision Flamecutting and Steel, Inc.

Chatham Steel Corporation

 

Service Steel Aerospace Corp.

Clayton Metals, Inc.

 

Siskin Steel & Supply Company, Inc.

Crest Steel Corporation

 

Smith Pipe & Steel Company

Delta Steel, Inc.

 

Sugar Steel Corporation

Diamond Manufacturing Company

 

Toma Metals, Inc.

Durrett Sheppard Steel Co., Inc.

 

Valex Corp.

Earle M. Jorgensen Company

 

Viking Materials, Inc.

Feralloy Corporation

 

Yarde Metals, Inc.

Infra — Metals Co.

 

 

 

Transfers from/to Other Plans

 

During 2011, two 401(k) retirement plans were merged into the Plan, and their assets were transferred accordingly. The value of the participant account balances, including notes receivable from participants, were liquidated and transferred into the Plan as follows:

 

 

 

2011

 

 

 

 

 

Diamond Manufacturing Company Employee Tax-Advantaged Capital Accumulation Plan for Non-Bargaining Employees

 

$

7,974,745

 

Lampros Steel, Inc. 401(k) Savings Plan

 

4,029,656

 

 

 

 

 

 

 

$

12,004,401

 

 

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Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Notes to Financial Statements

 

Eligible employees of Diamond Manufacturing Company and Lampros Steel, Inc. became eligible to participate in the Master Plan as of April 1, 2011 and August 2, 2011, respectively, and received past service credit for purposes of vesting under the provisions of the Plan. As of December 31, 2011, Lampros Steel, Inc. merged with American Metals Corporation, and ceased to be a separate legal entity. Eligible employees continued to participate in the Plan as employees of American Metals Corporation.

 

Effective April 3, 2012, the Continental Alloys and Services, Inc. Profit Sharing Plan was merged into the Plan. Total plan investment assets of $8,068,434 were transferred into the Plan.

 

In 2011, certain employees from Durrett Sheppard Steel Co., Inc. became employees of Precision Strip Transport, Inc. (a wholly-owned subsidiary of Reliance Steel & Aluminum Co.). The value of their assets transferred from the Reliance Steel & Aluminum Co. Master 401(k) Plan to the Precision Strip, Inc. Retirement and Savings Plan. A total of $441,706 in assets, which include notes receivable from participants of $17,587, was transferred from the Plan.

 

Participation

 

Each employee is eligible to participate on the first day of each Plan calendar quarter after the completion of three months of service.

 

Contributions

 

Participants may make up to 50% salary deferrals of eligible compensation to the Plan, subject to federal limits. In addition, the participating employers may make discretionary matching and profit sharing contributions to the Plan. Eligible participants who are employed on the last day of the Plan year share in any discretionary matching and profit sharing contributions.  Participants may also contribute eligible rollovers from other qualified defined benefit or defined contribution plans and individual retirement accounts.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contributions, the Company’s contributions, and allocations of investment earnings. The participant is entitled to the benefit from the vested account balance. Participants may direct the investment of their account balances into various investment funds offered by the Plan.

 

Vesting

 

Participants are immediately vested in their accounts with respect to participant contributions, eligible rollovers and earnings thereon. Participants vest in Company contributions and earnings thereon based upon the following schedule:

 

Years of Service

 

Vested
Percentage

 

 

 

 

 

Less than 1

 

0

%

1

 

25

%

2

 

50

%

3

 

75

%

4 or more

 

100

%

 

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Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Notes to Financial Statements

 

Payment of Benefits

 

Upon retirement, disability, death, or termination of service, a participant is eligible to receive a lump-sum amount equal to the value of the vested interest in his or her account. Installment payment options are also available. Other withdrawals from participants’ account balances may be made under certain circumstances, as defined in the Plan document.

 

Forfeitures

 

Forfeitures from nonvested participant accounts are used to reduce future Company contributions. As of December 31, 2011 and 2010, all forfeited nonvested account balances had been used to reduce Company contributions. For the year ended December 31, 2011, $157,219 was used to reduce the Company’s contributions.

 

Notes receivable from participants

 

Participants may borrow from their accounts up to the lesser of $50,000 or 50% of their vested account balance. Notes receivable from participants are secured by the respective participant’s vested account balance and are subject to interest charges. Interest rates applicable to new notes are determined by the Plan Administrator on the first day of each calendar quarter based on prevailing market rates. Notes are repaid ratably through periodic payroll deductions over a term not exceeding five years, or ten years for notes used for the purchase of a primary residence. The Plan holds notes from transferred plans whose maturities may exceed ten years. Notes receivable from participants as of December 31, 2011 bear interest at rates ranging from 4.25% to 11.00% and mature through October 2024.

 

Administrative Expenses

 

Non-investment costs and administrative expenses of the Plan are paid by the Company, which is a party-in-interest. These expenses, which are not reflected in the accompanying financial statements, constitute exempt party-in-interest transactions under ERISA. Loan establishment, loan maintenance and short-term trading fees are paid by the Plan’s participants and all other investment expenses are offset against the related investment income. Fees paid by the Plan participants to the custodian for administrative expenses amounted to $86,053 for the year ended December 31, 2011.

 

2.                          Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements of the Plan are prepared under the accrual method of accounting in accordance with U.S. generally accepted accounting principles.

 

As described in the Plan Accounting—Defined Contribution Pension Plans topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“Codification”), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for plan benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.

 

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Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Notes to Financial Statements

 

The Plan retains an interest in the Reliance Steel & Aluminum Co. Master 401(k) Plan and Yarde Metals, Inc. Frozen 401(k) Savings Plan Master Trust (the “Master Trust”), which was established in 2009 to house the assets of a frozen defined contribution plan of a participating employer in the Plan.  In 2010, the investments of the Yarde Metals, Inc. Frozen 401(k) Savings Plan were liquidated and distributed from the Master Trust to the participants.  See Note 10, Information Concerning the Master Trust.

 

The Master Trust holds investments in the Fidelity Managed Income Portfolio, which is a common collective trust. Fidelity Managed Income Portfolio invests in fully benefit-responsive investment contracts issued by insurance companies and other financial institutions, and in fixed income securities (see Investment Valuation and Income Recognition). The Plan’s Statements of Net Assets Available for Benefits present the fair value of these investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

 

Use of Estimates

 

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could materially differ from those estimates.

 

Impact of Recently Issued Accounting Pronouncements

 

In May 2011, the FASB issued new accounting guidance to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. The new guidance changes certain fair value measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements. The guidance is effective for the Plan prospectively for the year ending December 31, 2012. The Plan is currently evaluating the impact of adopting the new guidance, but currently believes there will be no significant impact on the financial statements.

 

Investment Valuation and Income Recognition

 

The Plan retains an interest in the Master Trust, which holds investments in registered investment companies (mutual funds), a common collective trust, and in common stock. Mutual funds and common stock are stated at fair value based on the quoted market price of the funds or common stock. The investments in the registered investment companies represent the net asset value of the shares held by the Master Trust at year-end. The investment in the common collective trust is stated at net asset value as determined by the trustee at the end of the Plan year except when holding fully benefit-responsive investment contracts as described below. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

The Fidelity Managed Income Portfolio, a common collective trust, has entered into fully benefit-responsive investment contracts to provide preservation of principal, maintain a stable interest rate, and provide liquidity at contract value for participant withdrawals and transfers. For purposes of the Statements of Net Assets Available for Benefits, these investments are stated at fair value, rather than contract value, to the extent they are fully benefit-responsive as well as

 

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Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Notes to Financial Statements

 

the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Plan Benefits is prepared on a contract value basis. The fair value of these investments is determined using the market price of the underlying securities and the value of the investment contract.

 

Net Appreciation (Depreciation) in Fair Value of Investments

 

Realized and unrealized appreciation (depreciation) in the fair value of investments is based on the difference between the fair value of the assets at the beginning of the year, or at the time of purchase for assets purchased during the year, and the related fair value on the day investments are sold with respect to realized appreciation (depreciation), or on the last day of the year for unrealized appreciation (depreciation).

 

Realized and unrealized appreciation (depreciation) is included in the accompanying Statement of Changes in Net Assets Available for Benefits as Plan interest in Master Trust investment loss, which is detailed in Note 3, Investments.

 

Risks and Uncertainties

 

The Plan retains an interest in the Master Trust which utilizes various investments. Investment securities are exposed to various risks such as interest rate, market volatility, and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risk in the near term would materially affect participants’ account balances and the amounts reported in the financial statements.

 

The Plan provides investment options that hold securities of foreign companies, which may involve special risks and considerations not typically associated with investing in U.S. companies. These risks include devaluation of currencies, less reliable information about issuers, different securities transaction clearance and settlement practices, and possible adverse political and economic developments. Moreover, securities of many foreign companies and their markets may be less liquid and their prices more volatile than securities of comparable U.S. companies.

 

Participant Distributions

 

Benefits paid to participants are recorded when paid.

 

3.                          Investments

 

Participants may invest in certain investments offered by Fidelity Management Trust Company, the custodian of the Plan, including a unitized common stock fund containing common stock of Reliance Steel & Aluminum Co. and interest and non-interest bearing cash. At December 31, 2011 and 2010, the Plan, through the Master Trust, held 1,981,937 and 2,085,310 unitized shares of Reliance Steel & Aluminum Co. stock fund with a fair value of $74,038,763 and $81,193,516, respectively. As of December 31, 2011 and 2010, the Reliance Steel & Aluminum Co. stock fund consisted of 1,451,803 and 1,526,828 shares, respectively, of Reliance Steel & Aluminum Co. common stock valued at $70,688,288 and $78,020,911, respectively. Also, at December 31, 2011 and 2010, respectively, the fund contained a) interest bearing cash of $2,953,253 and $3,190,764, respectively, b) other receivables of $632,630 and $8,089, respectively, and c) due to brokers and other payables of $235,408 and $26,248, respectively.

 

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Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Notes to Financial Statements

 

For risks and uncertainties regarding investment in the Company’s common stock, participants should refer to the Reliance Steel & Aluminum Co. Annual Report on Form 10-K for the year ended December 31, 2011 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

 

The following investments represent 5% or more of the Plan’s net assets at December 31, 2011 and 2010:

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Plan interest in Master Trust investments

 

$

542,027,863

 

$

545,224,216

 

 

During the year ended December 31, 2011, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value as follows:

 

 

 

2011

 

 

 

 

 

Mutual funds

 

$

(24,635,683

)

Reliance Steel & Aluminum Co. common stock

 

(2,443,408

)

Net depreciation in fair value of investments

 

(27,079,091

)

Interest and dividend income

 

16,637,980

 

Plan interest in Master Trust investment loss

 

$

(10,441,111

)

 

4.                          Fair Value Measurements

 

The Codification establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described as follows:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market for the asset or liability is a market in which the transaction for the asset or liability occurs with sufficient frequency and volume to provide pricing information on an ongoing basis.

 

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full terms of the assets or liabilities.

 

Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

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Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Notes to Financial Statements

 

The following table sets forth by level, within the fair value hierarchy, the Master Trust’s investment assets measured at fair value as of December 31, 2011:

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Bond Funds

 

$

41,762,989

 

$

 

$

 

$

41,762,989

 

Large Cap Equity Funds

 

78,208,432

 

 

 

78,208,432

 

Mid Cap Equity Funds

 

57,448,905

 

 

 

57,448,905

 

Small Cap Equity Funds

 

32,943,221

 

 

 

32,943,221

 

International Funds

 

23,570,286

 

 

 

23,570,286

 

LifeCycle Funds

 

171,617,331

 

 

 

171,617,331

 

Common collective trust

 

 

17,238,293

 

 

17,238,293

 

Money market fund

 

45,199,643

 

 

 

45,199,643

 

Reliance Steel & Aluminum Co. common stock

 

70,688,288

 

 

 

70,688,288

 

Interest bearing cash

 

2,953,253

 

 

 

2,953,253

 

 

 

 

 

 

 

 

 

 

 

Total investments at fair value

 

$

524,392,348

 

$

17,238,293

 

$

 

$

541,630,641

 

 

The following table sets forth by level, within the fair value hierarchy, the Master Trust’s investment assets measured at fair value as of December 31, 2010:

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Mutual funds:

 

 

 

 

 

 

 

 

 

Bond Funds

 

$

37,850,406

 

$

 

$

 

$

37,850,406

 

Large Cap Equity Funds

 

80,674,431

 

 

 

80,674,431

 

Mid Cap Equity Funds

 

63,106,048

 

 

 

63,106,048

 

Small Cap Equity Funds

 

34,864,024

 

 

 

34,864,024

 

International Funds

 

27,627,890

 

 

 

27,627,890

 

LifeCycle Funds

 

166,523,100

 

 

 

166,523,100

 

Common collective trust

 

 

12,566,164

 

 

12,566,164

 

Money market fund

 

40,818,637

 

 

 

40,818,637

 

Reliance Steel & Aluminum Co. common stock

 

78,020,911

 

 

 

78,020,911

 

Interest bearing cash

 

3,190,764

 

 

 

3,190,764

 

 

 

 

 

 

 

 

 

 

 

Total investments at fair value

 

$

532,676,211

 

$

12,566,164

 

$

 

$

545,242,375

 

 

The Master Trust’s investments that are measured at fair value on a recurring basis, such as money market funds, mutual funds, and equity securities are generally classified within Level 1 of the fair value hierarchy. The fair values of these investments are based on quoted market prices in active markets. The Master Trust also invests in a stable value fund held within a common collective trust for which the valuation is based on the values of the underlying investments. Based on the nature of the underlying investments in the common collective trust, this investment asset has been classified as Level 2. The stable value fund has an investment objective to maintain a constant net asset value while generating a slightly higher yield than the money market fund. Generally, there are no restrictions on a participant’s ability to redeem their investment in the common collective trust at the investment’s net asset value (NAV). However, withdrawals prompted by certain events (e.g., termination of the managed income portfolio,

 

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Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Notes to Financial Statements

 

changes in laws or regulations) may restrict a participant’s ability to redeem the investment at its NAV.

 

5.                          Plan Termination

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to amend or terminate the Plan at any time, subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

 

6.                          Income Tax Status

 

The Plan received a determination letter from the Internal Revenue Service dated January 27, 2009, confirming compliance with the Economic Growth and Tax Relief Reconciliation Act of 2001, or “EGTRRA”, and other applicable provisions of the Internal Revenue Code (IRC), effective January 1, 2006. Although the Plan has been subsequently amended since receiving the Letter of Determination, the Plan Administrator believes the Plan is currently designed and operating in compliance with the applicable provisions of the IRC.

 

The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011, there are no uncertain positions taken or expected to be taken that would require provision for income taxes in the accompanying financial statements.

 

7.                          Related Party Transactions

 

Certain Master Trust investments are shares of mutual funds, shares of a common collective trust, shares of a unitized common stock fund and a money market fund managed by Fidelity Management Trust Company. Fidelity Management Trust Company is the custodian, recordkeeper, and trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.

 

8.                          Excess Contributions Payable

 

Excess contributions payable represents amounts owed to participants who made excess contributions based on the compliance testing performed by the Plan’s recordkeeper. The excess contributions payable balance as of December 31, 2011 was returned by the Plan to the participants on March 14, 2012.

 

9.                         Nonexempt Transactions

 

As reported on Form 5500, Schedule H, Line 4a — Schedule of Delinquent Participant Contributions, certain participant contributions were not remitted to the Plan within the time frame specified by the Department of Labor’s Regulation 29 CFR 2510.3-102, thus constituting nonexempt transactions between the Plan and the Company during the 2011 Plan year. Late remittances amounted to $65,477 for the 2011 Plan year. The Company is currently in process of making the appropriate filings in accordance with the DOL’s Voluntary Fiduciary Corrective Program. In 2011, the Plan fully corrected the 2010 Plan year delinquent participant contributions.

 

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Table of Contents

 

Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Notes to Financial Statements

 

10.                   Information Concerning the Master Trust

 

The Plan’s investments were previously combined with the investments of the Yarde Metals, Inc. Frozen 401(k) Savings Plan in the Master Trust. In 2010, the investments of the Yarde Metals, Inc. were liquidated and distributed from the Master Trust to the participants.  Effective December, 2010, the Plan has undivided interest in all investments of the Master Trust. The following tables summarize the net assets and net investment income of the Master Trust:

 

Net Assets of the Master Trust:

 

December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Investments, at fair value:

 

 

 

 

 

Interest bearing cash

 

$

2,953,253

 

$

3,190,764

 

Money market fund

 

45,199,643

 

40,818,637

 

Mutual funds

 

405,551,164

 

410,645,899

 

Common collective trust

 

17,238,293

 

12,566,164

 

Reliance Steel & Aluminum Co. common stock

 

70,688,288

 

78,020,911

 

Total Investments

 

541,630,641

 

545,242,375

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Due from brokers and other receivables

 

632,630

 

8,089

 

Total receivables

 

632,630

 

8,089

 

 

 

 

 

 

 

Total Assets

 

542,263,271

 

545,250,464

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Due to brokers and other payables

 

235,408

 

26,248

 

 

 

 

 

 

 

Total Liabilities

 

235,408

 

26,248

 

Net assets available for benefits at fair value

 

542,027,863

 

545,224,216

 

Adjustment from fair value to contract value for the fully-benefit responsive investment contracts (common collective trust)

 

(425,163

)

(102,175

)

 

 

 

 

 

 

Net assets available for benefits

 

$

541,602,700

 

$

545,122,041

 

 

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Table of Contents

 

Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Notes to Financial Statements

 

Net investment loss of the Master Trust:

 

Year ended December 31,

 

2011

 

 

 

 

 

Investment income/(loss):

 

 

 

Net depreciation in fair value of investments:

 

 

 

Mutual funds

 

$

(24,635,683

)

Reliance Steel & Aluminum Co. common stock

 

(2,443,408

)

Net depreciation in fair value of investments

 

(27,079,091

)

 

 

 

 

Interest and dividends

 

16,637,980

 

 

 

 

 

Total investment loss

 

$

(10,441,111

)

 

11.          Reconciliation of Financial Statements to Form 5500

 

The following is a reconciliation of net assets available for benefits as reported on Form 5500 with that reported in the accompanying financial statements:

 

December 31,

 

2011

 

2010

 

 

 

 

 

 

 

Net assets available for benefits as reported on Form 5500

 

$

574,917,934

 

$

575,586,016

 

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

 

(425,163

)

(102,175

)

 

 

 

 

 

 

Net assets available for benefits as reported on the accompanying financial statements

 

$

574,492,771

 

$

575,483,841

 

 

The following is a reconciliation of the changes in net assets available for benefits as reported on Form 5500 with that reported in the accompanying financial statements:

 

Year ended December 31,

 

2011

 

 

 

 

 

Net decrease in net assets available for benefits as reported on Form 5500 *

 

$

(668,082

)

 

 

 

 

Investments:

 

 

 

Adjustment from fair value to contract value for fully benefit-responsive investment contracts:

 

 

 

Beginning of period

 

102,175

 

End of period

 

(425,163

)

 

 

 

 

Net decrease in net assets available for Plan benefits as reported on the accompanying financial statements

 

$

(991,070

)

 


* - The net decrease in net assets available for benefits as reported on Form 5500 includes asset transfers made during the year.

 

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Table of Contents

 

Supplemental Schedules

 



Table of Contents

 

Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Schedule H, Line 4a - Schedule of Delinquent Participant Contributions

 

Employer Identification Number: 95-1142616

Plan Number: 003

Form: 5500

 

 

 

Total that Constitute Nonexempt Prohibited
Transactions

 

Total Fully

 

Year Ended December 31, 2011
Participant Contributions
Transferred Late to Plan

 

Contributions
Not

Corrected

 

Contributions
Corrected

Outside VFCP

 

Contributions
Pending

Correction in
VFCP

 

Corrected
Under

VFCP and PTE
2002-51

 

Check Here if Late Participant Loan Repayments are included: x

 

 

 

 

 

 

 

 

 

$65,477

 

¾

 

¾

 

$

65,477

 

¾

 

 

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Table of Contents

 

Reliance Steel & Aluminum Co. Master 401(k) Plan

 

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

 

Employer Identification Number: 95-1142616

Plan Number: 003

Form: 5500

 

December 31, 2011

 

(a)

 

(b)
Identity of issuer, borrower,
lessor or similar party

 

(c)
Description of investment, including
maturity date, rate of interest,
collateral, par or maturity value

 

(d)
Cost
**

 

(e)
Current
value

 

 

 

 

 

 

 

 

 

 

 

 

 

Master Trust:

 

 

 

 

 

 

 

*

 

Master Trust

 

Plan interest in the Master Trust Investments

 

 

542,027,863

 

 

 

Notes receivable from participants:

 

 

 

 

 

 

 

*

 

Notes receivable from participants

 

Notes receivable from participants with interest rates ranging from 4.25% to 11.00%, collateralized by participants’ account balances and maturing through October 2024

 

 

18,316,203

 

 

 

Total Investments

 

 

 

 

 

$

560,344,066

 

 


* - Represents a party-in-interest as defined by ERISA

 

**- The cost of participant-directed investments is not required to be disclosed

 

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Table of Contents

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Reliance Steel & Aluminum Co. Master 401(k) Plan Committee have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

RELIANCE STEEL & ALUMINUM CO.

 

 

MASTER 401(k) PLAN

 

 

 

 

 

 

Dated: June 21, 2012

By:

/s/ Karla R. Lewis

 

 

Karla R. Lewis

 

 

Member of the Reliance Steel & Aluminum Co. Master 401(k) Plan Committee

 

20