Core Insights - Reliance, Inc. has entered into a $400 million unsecured term loan facility to refinance existing debt and optimize its capital structure [1][2] - The company aims to enhance liquidity and extend debt maturities while pursuing growth opportunities and shareholder returns [2] Financial Overview - The new loan facility matures in August 2028 and replaces $400 million in senior unsecured notes maturing August 15, 2025 [1] - Reliance's net debt-to-EBITDA ratio stands at 0.9x as of June 30, 2025, indicating a conservative leverage profile [2] Company Profile - Founded in 1939, Reliance, Inc. is a leading global diversified metal solutions provider and the largest metals service center company in North America [3] - The company operates approximately 320 locations across 41 states and 10 countries, serving over 125,000 customers with a wide range of metal products [3] - In 2024, the average order size was $2,980, with about 50% of orders including value-added processing and 40% delivered within 24 hours [3]

Core Viewpoint - Real Estate Split Corp. plans to extend its maturity date by an additional 5 years to December 31, 2030, allowing shareholders to continue benefiting from a diversified portfolio of North American real estate securities [1][2]. Group 1: Term Extension - The board of directors intends to approve the extension of the maturity date, which will be announced at least 60 days prior to the original maturity date of December 31, 2025 [1]. - The extension allows Class A shareholders to maintain exposure to a high-conviction, actively managed portfolio of leading North American real estate companies [2]. - The term extension is not a taxable event, enabling shareholders to defer potential capital gains tax liability until the shares are disposed of [3]. Group 2: Shareholder Returns - Since inception on November 19, 2020, Class A shares have delivered a total return of 5.4% per annum, including cash distributions of $6.94 per share [4]. - Preferred shareholders will benefit from preferential cash dividends until December 31, 2030, with Preferred shares delivering a total return of 5.3% per annum since inception [5]. Group 3: Company Background - Middlefield, founded in 1979, is a specialist equity income asset manager with a focus on high-quality global companies across various sectors [6].

[PART I — FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section presents the unaudited consolidated financial statements and detailed explanatory notes [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements of Reliance, Inc., including statements of income, comprehensive income, balance sheets, cash flows, and equity. It is followed by detailed notes that provide explanations of significant accounting policies, recent acquisitions, revenue disaggregation, asset details, debt, leases, income taxes, equity changes, commitments, earnings per share, and segment information [Unaudited Consolidated Statements of Income](index=3&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Income) This section presents the unaudited consolidated statements of income for the periods ended June 30, 2025 and 2024 Consolidated Statements of Income (in millions, except per share amounts) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $3,659.8 | $3,643.3 | $7,144.5 | $7,288.1 | | Operating income | $312.2 | $351.7 | $586.6 | $744.8 | | Net income attributable to Reliance | $233.7 | $267.8 | $433.4 | $570.7 | | Basic EPS | $4.44 | $4.71 | $8.20 | $9.99 | | Diluted EPS | $4.42 | $4.67 | $8.15 | $9.90 | [Unaudited Consolidated Statements of Comprehensive Income](index=4&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Comprehensive%20Income) This section presents the unaudited consolidated statements of comprehensive income for the periods ended June 30, 2025 and 2024 Consolidated Statements of Comprehensive Income (in millions) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $234.2 | $268.3 | $434.7 | $572.1 | | Foreign currency translation gain (loss) | $27.7 | $(7.4) | $31.0 | $(23.1) | | Total other comprehensive income (loss) | $26.6 | $(8.2) | $29.0 | $(24.8) | | Comprehensive income attributable to Reliance | $260.3 | $259.6 | $462.4 | $545.9 | [Unaudited Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Consolidated%20Balance%20Sheets) This section presents the unaudited consolidated balance sheets as of June 30, 2025, and December 31, 2024 Consolidated Balance Sheets (in millions) | Category | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :-------------- | :---------------- | | Total current assets | $4,293.1 | $3,895.5 | | Total assets | $10,490.0 | $10,021.8 | | Total current liabilities | $1,348.1 | $1,213.0 | | Total liabilities | $3,245.9 | $2,791.2 | | Total Reliance stockholders' equity | $7,234.1 | $7,219.6 | [Unaudited Consolidated Statements of Cash Flows](index=6&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the unaudited consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 Consolidated Statements of Cash Flows (in millions) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $293.5 | $492.6 | | Net cash used in investing activities | $(158.8) | $(562.0) | | Net cash used in financing activities | $(222.0) | $(654.1) | | Decrease in cash and cash equivalents | $(78.6) | $(729.4) | | Cash and cash equivalents, ending balance | $239.5 | $350.8 | [Unaudited Consolidated Statements of Equity](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Equity) This section presents the unaudited consolidated statements of equity for the six months ended June 30, 2025 and 2024 Consolidated Statements of Equity (in millions, except per share amounts) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Total equity, beginning balance | $7,230.6 | $7,732.8 | | Net income attributable to Reliance | $433.4 | $570.7 | | Cash dividends | $(126.8) | $(125.7) | | Share repurchases | $(333.1) | $(519.3) | | Total equity, ending balance | $7,244.1 | $7,633.0 | | Cash dividends declared per common share | $2.40 | $2.20 | [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) This section provides detailed explanatory notes to the unaudited consolidated financial statements [Note 1. Summary of Significant Accounting Policies](index=8&type=section&id=Note%201.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies used in preparing the financial statements - Financial statements prepared in accordance with U.S. GAAP for interim information, reflecting management's estimates and assumptions[16](index=16&type=chunk)[17](index=17&type=chunk) - Majority of inventory valued using the **last-in, first-out (LIFO) method**[18](index=18&type=chunk) - New FASB standards for income tax disclosures (effective 2025) and disaggregation of income statement expenses (effective 2027) will require additional disclosure but no impact on financial results[19](index=19&type=chunk)[20](index=20&type=chunk) [Note 2. Acquisitions](index=8&type=section&id=Note%202.%20Acquisitions) This note details the company's acquisition activities in 2024 and their impact on financial results - Company completed **four acquisitions in 2024** (Cooksey Iron & Metal, American Alloy Steel, Mid-West Materials, FerrouSouth division) to increase capacity and enhance product, customer, and geographic diversification within its core metal distribution business[21](index=21&type=chunk)[23](index=23&type=chunk)[79](index=79&type=chunk) Net Sales from 2024 Acquisitions (in millions) | Period | Net Sales | | :-------------------------- | :-------- | | 6 Months Ended June 30, 2025 | $193.9 | | 6 Months Ended June 30, 2024 | $115.1 | - Goodwill from 2024 acquisitions (**$59.5 million**) predominantly consists of expected strategic benefits, including enhanced financial and operational scale, and expansion of acquired product and processing know-how[24](index=24&type=chunk)[26](index=26&type=chunk) [Note 3. Revenues](index=12&type=section&id=Note%203.%20Revenues) This note disaggregates net sales by product and service categories Net Sales Disaggregated by Product and Service (in millions) | Product/Service | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :-------------- | :------ | :------ | :------- | :------- | | Carbon steel | $2,044.2 | $2,025.7 | $3,948.4 | $4,038.6 | | Aluminum | $619.9 | $587.8 | $1,225.5 | $1,183.9 | | Stainless steel | $489.2 | $521.8 | $992.4 | $1,081.7 | | Alloy | $167.5 | $166.8 | $325.9 | $338.7 | | Toll processing and logistics | $164.3 | $161.2 | $324.5 | $319.0 | | Copper and brass | $98.9 | $87.0 | $180.6 | $162.3 | | Miscellaneous and eliminations | $75.8 | $93.0 | $147.2 | $163.9 | | **Total** | **$3,659.8** | **$3,643.3** | **$7,144.5** | **$7,288.1** | [Note 4. Property, Plant and Equipment, Net](index=12&type=section&id=Note%204.%20Property,%20Plant%20and%20Equipment,%20Net) This note provides a breakdown of property, plant, and equipment, net of accumulated depreciation Property, Plant and Equipment, Net (in millions) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :-------------- | :---------------- | | Land | $298.9 | $297.2 | | Buildings | $1,754.7 | $1,689.2 | | Machinery and equipment | $2,713.1 | $2,643.2 | | Construction in progress | $296.9 | $297.0 | | Property, plant and equipment, gross | $5,063.6 | $4,926.6 | | Less: accumulated depreciation | $(2,458.0) | $(2,381.7) | | **Property, plant and equipment, net** | **$2,605.6** | **$2,544.9** | [Note 5. Goodwill](index=12&type=section&id=Note%205.%20Goodwill) This note details the changes in the carrying amount of goodwill and related impairment information Change in Goodwill Carrying Amount (in millions) | Item | Amount | | :-------------------------- | :----- | | Balance as of January 1, 2025 | $2,161.8 | | Acquisitions | $2.8 | | Purchase price allocation adjustments | $0.7 | | Effect of foreign currency translation | $5.1 | | **Balance as of June 30, 2025** | **$2,170.4** | - No accumulated impairment losses related to goodwill as of June 30, 2025, and December 31, 2024[32](index=32&type=chunk) [Note 6. Intangible Assets, Net](index=13&type=section&id=Note%206.%20Intangible%20Assets,%20Net) This note presents the composition of intangible assets, net, and estimated future amortization expense Intangible Assets, Net (in millions) | Category | June 30, 2025 (Net) | December 31, 2024 (Net) | | :------------------------------------------ | :------------------ | :-------------------- | | Intangible assets subject to amortization | $187.9 | $207.2 | | Intangible assets not subject to amortization (Trade names) | $800.8 | $800.0 | | **Total Intangible Assets, Net** | **$988.7** | **$1,007.2** | Estimated Future Amortization Expense (in millions) | Year | Amount | | :--- | :----- | | 2025 (remaining six months) | $18.4 | | 2026 | $29.8 | | 2027 | $29.1 | | 2028 | $27.7 | | 2029 | $25.5 | | Thereafter | $57.4 | | **Total** | **$187.9** | [Note 7. Debt](index=14&type=section&id=Note%207.%20Debt) This note provides details on the company's debt composition, interest rates, and covenant compliance Debt Composition (in millions) | Category | June 30, 2025 | December 31, 2024 | | :------------------------------------------------ | :-------------- | :---------------- | | Unsecured revolving credit facility | $282.0 | $— | | Senior unsecured notes (various maturities) | $1,151.1 | $1,151.1 | | Other notes | $1.1 | $1.1 | | Less: unamortized discount and debt issuance costs | $(7.4) | $(8.6) | | Less: amounts due within one year | $(400.2) | $(399.7) | | **Total long-term debt** | **$1,025.5** | **$742.8** | - Weighted average effective interest rate on outstanding borrowings increased to **3.48%** as of June 30, 2025, from 3.02% as of December 31, 2024[35](index=35&type=chunk) - Company was in compliance with the financial maintenance covenant in its Credit Agreement as of June 30, 2025[42](index=42&type=chunk)[107](index=107&type=chunk) [Note 8. Leases](index=16&type=section&id=Note%208.%20Leases) This note presents information on total lease costs and operating lease details Total Lease Cost (in millions) | Period | 2025 | 2024 | | :---------------- | :----- | :----- | | Three Months Ended June 30, | $28.4 | $25.9 | | Six Months Ended June 30, | $56.5 | $51.1 | Operating Lease Information | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :-------------- | :---------------- | | Weighted average remaining lease term | 6.7 years | 6.3 years | | Weighted average discount rate | 4.8% | 4.6% | [Note 9. Income Taxes](index=17&type=section&id=Note%209.%20Income%20Taxes) This note details the effective income tax rates and the impact of recent tax legislation Effective Income Tax Rates | Period | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Second Quarter | 23.0% | 23.3% | | First Six Months | 23.3% | 23.3% | - Differences from the U.S. federal statutory rate of **21.0%** were mainly due to state income taxes[46](index=46&type=chunk) - The recently enacted One Big Beautiful Bill Act (OBBBA) is not expected to materially impact the effective tax rate but will affect deferred income taxes and income tax payments due to **100% bonus depreciation**[47](index=47&type=chunk) [Note 10. Equity](index=17&type=section&id=Note%2010.%20Equity) This note provides information on equity, including restricted stock units, dividends, and share repurchases - Company makes annual grants of service-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs) with approximately **3-year vesting periods**[48](index=48&type=chunk) Unvested RSUs and PSUs Status (as of June 30, 2025) | Item | Aggregate Units | Weighted Average Grant Date Fair Value Per Unit | | :-------------------------- | :-------------- | :-------------------------------------------- | | Unvested as of January 1, 2025 | 327,017 | $267.96 | | Granted | 163,409 | $299.37 | | Vested | (1,260) | $263.38 | | Cancelled or forfeited | (5,792) | $273.86 | | **Unvested as of June 30, 2025** | **483,374** | **$278.52** | - Company has paid regular quarterly cash dividends for **66 consecutive years**, increasing the quarterly dividend to **$1.20 per share** in February 2025 (from $1.10 in Feb 2024)[51](index=51&type=chunk)[99](index=99&type=chunk) Share Repurchase Activity (in millions) | Period | Shares | Average Cost Per Share | Amount | | :-------------------------- | :------- | :--------------------- | :----- | | First six months 2025 | 1,223,935 | $272.13 | $333.1 | | First six months 2024 | 1,804,180 | $287.81 | $519.3 | [Note 11. Commitments and Contingencies](index=19&type=section&id=Note%2011.%20Commitments%20and%20Contingencies) This note discusses environmental remediation projects and routine legal actions - Company is involved in an environmental remediation project related to former manufacturing operations, but insurance policies are expected to cover the majority of costs, with no material adverse impact anticipated[57](index=57&type=chunk) - Routine legal actions are not expected to have a material adverse impact on the company's financial position, results of operations, or cash flows[58](index=58&type=chunk) [Note 12. Earnings Per Share](index=21&type=section&id=Note%2012.%20Earnings%20Per%20Share) This note presents basic and diluted earnings per share attributable to Reliance stockholders Earnings Per Share Attributable to Reliance Stockholders | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :------------------------------------ | :------ | :------ | :------- | :------- | | Basic EPS | $4.44 | $4.71 | $8.20 | $9.99 | | Diluted EPS | $4.42 | $4.67 | $8.15 | $9.90 | [Note 13. Segment Information](index=21&type=section&id=Note%2013.%20Segment%20Information) This note describes Reliance's operating segment and provides segment revenues - Reliance operates as one operating and reportable segment: **metals service centers**, primarily deriving revenue in the United States[60](index=60&type=chunk) Metals Service Centers Segment Revenues (in millions) | Period | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Three Months Ended June 30, | $3,659.8 | $3,643.3 | | Six Months Ended June 30, | $7,144.5 | $7,288.1 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Reliance, Inc.'s financial performance and condition for the second quarter and first six months of 2025. It details the results of operations, including net sales, gross profit, expenses, and operating income, highlighting the impact of record tons sold and fluctuating metals pricing. The discussion also covers financial condition, liquidity, capital resources, debt management, share repurchases, and compliance with financial covenants, along with critical accounting estimates and forward-looking statements [Results of Operations](index=25&type=section&id=Results%20of%20Operations) This section analyzes the company's operational performance, covering net sales, cost of sales, expenses, and operating income [Net Sales](index=28&type=section&id=Net%20Sales) This section analyzes net sales performance, including tons sold and average selling prices Net Sales and Tons Sold Performance | Metric | Q2 2025 | Q2 2024 | % Change (QoQ) | YTD 2025 | YTD 2024 | % Change (YoY) | | :------------------------------------ | :-------- | :-------- | :------------- | :--------- | :--------- | :------------- | | Net sales (in millions) | $3,659.8 | $3,643.3 | 0.5% | $7,144.5 | $7,288.1 | (2.0)% | | Tons sold (in thousands) | 1,615.0 | 1,553.5 | 4.0% | 3,243.9 | 3,047.5 | 6.4% | | Average selling price per ton sold | $2,273 | $2,348 | (3.2)% | $2,208 | $2,394 | (7.8)% | - Tons sold in Q2 2025 surpassed the industry-wide decline of **3.1%** reported by MSCI by over seven percentage points[73](index=73&type=chunk)[81](index=81&type=chunk) - Metals pricing reversed declining trend in March 2025 due to trade actions, peaking in April before declining for the remainder of Q2[72](index=72&type=chunk) [Cost of Sales and Gross Profit](index=30&type=section&id=Cost%20of%20Sales%20and%20Gross%20Profit) This section analyzes cost of sales and gross profit margins, including the impact of LIFO adjustments Cost of Sales and Gross Profit (in millions) | Metric | Q2 2025 | % of Net Sales | Q2 2024 | % of Net Sales | YTD 2025 | % of Net Sales | YTD 2024 | % of Net Sales | | :------------------------------------ | :-------- | :------------- | :-------- | :------------- | :--------- | :------------- | :--------- | :------------- | | Cost of sales | $2,571.9 | 70.3% | $2,557.3 | 70.2% | $5,023.3 | 70.3% | $5,073.9 | 69.6% | | Gross profit | $1,087.9 | 29.7% | $1,086.0 | 29.8% | $2,121.2 | 29.7% | $2,214.2 | 30.4% | - Gross profit margin remained strong at **29.7%** for Q2 and YTD 2025, despite significant metals pricing volatility[74](index=74&type=chunk)[86](index=86&type=chunk) - LIFO expense of **$50.0 million** for YTD 2025 (vs. $100.0 million income in YTD 2024) due to rising metals pricing environment[84](index=84&type=chunk)[85](index=85&type=chunk) [Expenses](index=31&type=section&id=Expenses) This section analyzes selling, general, and administrative (SG&A) expenses and their drivers SG&A Expense (in millions) | Metric | Q2 2025 | % of Net Sales | Q2 2024 | % of Net Sales | YTD 2025 | % of Net Sales | YTD 2024 | % of Net Sales | | :------------------------------------ | :-------- | :------------- | :-------- | :------------- | :--------- | :------------- | :--------- | :------------- | | SG&A expense | $706.0 | 19.3% | $667.7 | 18.3% | $1,396.2 | 19.5% | $1,339.2 | 18.4% | - Same-store SG&A expense increased by **5.3%** in Q2 2025 and **2.3%** in YTD 2025, mainly due to inflationary wage adjustments and increased variable warehousing/delivery expenses associated with higher tons sold[75](index=75&type=chunk)[88](index=88&type=chunk) - On a per ton basis, same-store SG&A expense increased **1.0%** in Q2 2025 but declined **2.5%** for YTD 2025[75](index=75&type=chunk)[88](index=88&type=chunk) [Operating Income](index=31&type=section&id=Operating%20Income) This section analyzes the company's operating income and its contributing factors Operating Income (in millions) | Metric | Q2 2025 | % of Net Sales | Q2 2024 | % of Net Sales | YTD 2025 | % of Net Sales | YTD 2024 | % of Net Sales | | :------------------------------------ | :-------- | :------------- | :-------- | :------------- | :--------- | :------------- | :--------- | :------------- | | Operating income | $312.2 | 8.5% | $351.7 | 9.7% | $586.6 | 8.2% | $744.8 | 10.2% | - Operating income declined due to lower average selling prices and gross profit margin, despite increased tons sold[90](index=90&type=chunk)[91](index=91&type=chunk) [Income Tax Rate](index=31&type=section&id=Income%20Tax%20Rate) This section discusses the effective income tax rates and factors influencing them Effective Income Tax Rates | Period | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Second Quarter | 23.0% | 23.3% | | First Six Months | 23.3% | 23.3% | - Differences from the U.S. federal statutory rate of **21.0%** were mainly due to state income taxes[93](index=93&type=chunk) [Financial Condition](index=31&type=section&id=Financial%20Condition) This section discusses the company's financial position, liquidity, and capital resources [Operating Activities](index=31&type=section&id=Operating%20Activities) This section analyzes net cash provided by operating activities and its key drivers Net Cash Provided by Operating Activities (in millions) | Period | 2025 | 2024 | Change | | :-------------------------- | :----- | :----- | :----- | | First Six Months | $293.5 | $492.6 | $(199.1) | - Decrease mainly due to **$137.4 million decline in net income** and increased working capital investment (**$302.5 million in 2025** vs $240.3 million in 2024) driven by rising metals prices[95](index=95&type=chunk)[96](index=96&type=chunk) - Income taxes paid decreased to **$71.0 million** in YTD 2025 from $147.7 million in YTD 2024 due to decreased pretax income and prior year tax overpayments[96](index=96&type=chunk) [Investing Activities](index=33&type=section&id=Investing%20Activities) This section analyzes net cash used in investing activities, including acquisitions and capital expenditures Net Cash Used in Investing Activities (in millions) | Period | 2025 | 2024 | Change | | :-------------------------- | :----- | :----- | :----- | | First Six Months | $(158.8) | $(562.0) | $403.2 | - Decrease mainly due to no acquisitions in YTD 2025 (vs. three acquisitions for **$346.5 million** in YTD 2024) and a **$32.4 million decrease in capital expenditures**[97](index=97&type=chunk) [Financing Activities](index=33&type=section&id=Financing%20Activities) This section analyzes net cash used in financing activities, covering debt, dividends, and share repurchases Net Cash Used in Financing Activities (in millions) | Period | 2025 | 2024 | Change | | :-------------------------- | :----- | :----- | :----- | | First Six Months | $(222.0) | $(654.1) | $432.1 | - Decrease mainly due to increased net debt borrowings (**$282.0 million** in YTD 2025 vs. no borrowings in YTD 2024) and decreased share repurchases (**$333.1 million** in YTD 2025 vs. $519.3 million in YTD 2024)[98](index=98&type=chunk) - Total dividend payments of **$128.3 million** in YTD 2025 were consistent with $127.9 million in YTD 2024, despite a **9.1% increase in quarterly dividend rate**, due to reduced outstanding shares[98](index=98&type=chunk)[99](index=99&type=chunk) [Share Repurchase Plan](index=33&type=section&id=Share%20Repurchase%20Plan) This section provides an update on the company's share repurchase program and remaining authorization - As of June 30, 2025, **$1.02 billion** remained authorized for repurchase under the $1.5 billion share repurchase program[101](index=101&type=chunk) - The program is flexible, with no obligation to repurchase a specific number of shares or a specific expiration date[54](index=54&type=chunk)[101](index=101&type=chunk) [Debt](index=33&type=section&id=Debt) This section details the company's debt obligations, credit facility, and liquidity position - Company has a **$1.5 billion unsecured revolving credit facility** with **$282.0 million outstanding** as of June 30, 2025 (vs. no outstanding borrowings as of Dec 31, 2024)[102](index=102&type=chunk) - Total debt obligations include **$1.15 billion in senior unsecured notes**, with **$400.0 million due in August 2025**[102](index=102&type=chunk)[105](index=105&type=chunk) - Net debt-to-total capital ratio increased to **14.1%** as of June 30, 2025, from 10.2% as of December 31, 2024[105](index=105&type=chunk) - Company believes it has sufficient liquidity from operations, cash, and the credit facility to satisfy cash requirements and debt obligations, including the August 2025 notes[104](index=104&type=chunk)[106](index=106&type=chunk) [Covenants](index=35&type=section&id=Covenants) This section confirms the company's compliance with financial maintenance covenants - Company was in compliance with the financial maintenance covenant (maximum total net leverage ratio) under its Credit Agreement as of June 30, 2025[42](index=42&type=chunk)[107](index=107&type=chunk) [Seasonality](index=35&type=section&id=Seasonality) This section discusses the seasonal trends affecting the company's operations - Overall operations have not shown material seasonal trends due to geographic, product, and customer diversity[108](index=108&type=chunk) - Revenues in July, November, and December are typically lower due to fewer working days from holidays and customer closures[108](index=108&type=chunk) [Goodwill and Other Intangible Assets](index=35&type=section&id=Goodwill%20and%20Other%20Intangible%20Assets) This section provides an overview of goodwill and other intangible assets and their impairment testing Goodwill and Intangible Assets (as of June 30, 2025) | Asset Type | Amount (in millions) | % of Total Assets | % of Total Equity | | :-------------------------- | :------------------- | :---------------- | :---------------- | | Goodwill | $2,170.4 | 21% | 30% | | Other intangible assets, net | $988.7 | 9% | 14% | - Goodwill and indefinite-lived intangible assets are not amortized but are subject to annual impairment tests[109](index=109&type=chunk) [Critical Accounting Estimates](index=35&type=section&id=Critical%20Accounting%20Estimates) This section identifies the most critical accounting estimates and any recent changes - Most critical accounting estimates relate to the recoverability of goodwill, other indefinite-lived intangible assets, and long-lived assets[111](index=111&type=chunk) - No material changes to critical accounting estimates during the quarter ended June 30, 2025[112](index=112&type=chunk) [Website Disclosure](index=37&type=section&id=Website%20Disclosure) This section describes the company's use of its website for material information disclosure - Company uses its website (www.reliance.com and investor.reliance.com) as a distribution channel for material company information, including financial and investor relations updates[113](index=113&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company refers to its Annual Report on Form 10-K for detailed disclosures regarding market risk and confirms that there have been no material changes to its exposures to market risk since December 31, 2024 - No material changes to the company's exposures to market risk as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[114](index=114&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025. Furthermore, there have been no material changes in the company's internal control over financial reporting during the second quarter of 2025 - Disclosure controls and procedures were effective as of June 30, 2025[115](index=115&type=chunk) - No material changes in internal control over financial reporting during the second quarter of 2025[116](index=116&type=chunk) [PART II — OTHER INFORMATION](index=37&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section provides additional information on legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference the information on "Legal Matters" and "Environmental Contingencies" from Note 11, indicating that no material adverse impact is expected from these proceedings - Information on legal proceedings and environmental contingencies is incorporated by reference from Note 11[117](index=117&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[118](index=118&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's share repurchase activity during the second quarter of 2025, reporting the number of shares purchased, average price paid, and the remaining authorization under the existing share repurchase program Share Repurchase Activity for Q2 2025 | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Maximum Dollar Value That May Yet Be Purchased (in millions) | | :-------------------------- | :------------------------------- | :--------------------------- | :---------------------------------------------------------- | | April 1 - April 30, 2025 | 301,279 | $265.17 | $1,024.5 | | May 1 - May 31, 2025 | — | $— | $1,024.5 | | June 1 - June 30, 2025 | — | $— | $1,024.5 | | **Total** | **301,279** | **$265.17** | | - All repurchases were made under the **$1.5 billion share repurchase program** authorized on October 22, 2024[120](index=120&type=chunk) [Item 3. Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports that there were no defaults upon senior securities during the period - No defaults upon senior securities[121](index=121&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Reliance, Inc - Not applicable[122](index=122&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) During the second quarter of 2025, none of the company's directors or officers adopted, terminated, or modified any Rule 10b5-1 trading arrangements - No directors or officers adopted, terminated, or modified Rule 10b5-1 trading arrangements during Q2 2025[123](index=123&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists the exhibits accompanying the Form 10-Q, including certifications from the CEO and CFO, and the iXBRL formatted financial information - Exhibits include CEO and CFO certifications (31.1, 31.2), Sarbanes-Oxley Act certification (32), and iXBRL formatted financial information (101, 104)[125](index=125&type=chunk) [SIGNATURE](index=41&type=section&id=SIGNATURE) The report is formally signed by Arthur Ajemyan, Senior Vice President, Chief Financial Officer, on behalf of Reliance, Inc - Report signed by Arthur Ajemyan, Senior Vice President, Chief Financial Officer, on July 30, 2025[129](index=129&type=chunk)

Company Overview - Reliance is the largest metals service center company in North America, operating a network of 320 locations across 41 states and 10 countries outside the US [1] - The company serves more than a significant number of clients, indicating a robust market presence [1] Analyst Background - The analyst has over 10 years of experience researching companies across various sectors, including commodities and technology [1] - The focus has been on value investing, with a particular interest in metals and mining stocks, as well as other industries like consumer discretionary, REITs, and utilities [1]

Financial Data and Key Metrics Changes - The company reported non-GAAP earnings per share of $4.43, an increase of over 17% compared to the prior quarter [5][17] - Non-GAAP pre-tax income increased by more than 15% sequentially [5] - Gross profit margin was maintained within the sustainable range of 29% to 31% [4][5] - Operating cash flow for the second quarter was $229 million, supporting investments and shareholder returns [5][19] Business Line Data and Key Metrics Changes - Tons sold in the second quarter decreased by 0.9% compared to the first quarter but increased by 4% year-over-year [10][11] - The average selling price per ton sold increased by 6.1% compared to the first quarter [11] - Shipments in non-residential construction, which represented roughly one-third of sales, increased year-over-year [12] - Aerospace products accounted for approximately 10% of sales, with stable demand in commercial aerospace [13] Market Data and Key Metrics Changes - The company outperformed the service center industry's year-over-year decline of 3.1% [10] - Demand for carbon steel products peaked in April but declined for the remainder of the second quarter [11] - The semiconductor industry faced pressure due to excess inventories, impacting related shipments [15] Company Strategy and Development Direction - The company focuses on smart profitable growth, maintaining gross profit margins while gaining market share [4][39] - Continued investments in advanced processing equipment and organic growth are prioritized [5][6] - The company is actively pursuing acquisition opportunities to expand geographic footprint and processing capabilities [6][42] Management's Comments on Operating Environment and Future Outlook - Management anticipates some weakness in the third quarter due to seasonal patterns but remains confident in long-term growth [8][21] - The current trade environment provides a competitive advantage due to the company's domestic sourcing strategy [8] - Management noted that uncertainty around tariffs is affecting customer buying behavior, but they expect a return to normal patterns once resolved [50] Other Important Information - The company returned $143 million to shareholders in dividends and share repurchases during the second quarter [7] - The capital expenditure budget for 2025 is set at $325 million, with over 50% allocated to growth projects [5][6] Q&A Session Summary Question: Guidance on FIFO gross margin pressure - Management indicated that Q3 typically sees demand weakness due to seasonal patterns, but they expect year-over-year strength [27][28] Question: Customer sentiment regarding tariffs - Management noted continued activity in non-residential construction and confidence in project pipelines despite tariff uncertainties [34][35] Question: Market share gains sustainability - Management expressed confidence in sustaining market share gains through superior customer service and operational efficiency [38][39] Question: Acquisition opportunities in the current market - Management observed an uptick in acquisition activity and noted that seller expectations are aligning more closely with their valuation perspectives [41][42] Question: Aluminum pricing acceptance by customers - Management confirmed that customers are accepting higher aluminum prices, although they may be purchasing less frequently [60][61]

Financial Data and Key Metrics Changes - The company reported non-GAAP earnings per share of $4.43, an increase of more than 17% compared to the prior quarter [5] - Non-GAAP pre-tax income increased by over 15% sequentially [5] - Gross profit margin was maintained within the sustainable range of 29% to 31% [4][5] - Operating cash flow for the second quarter was $229 million, supporting investments and shareholder returns [5][20] Business Line Data and Key Metrics Changes - Tons sold decreased by 0.9% compared to the first quarter of 2025 but increased by 4% year-over-year [10] - The non-residential construction market, which includes carbon steel tubing, plate, and structural products, represented roughly one-third of Q2 sales, with shipments up year-over-year [12] - Aerospace products accounted for approximately 10% of Q2 sales, with stable demand in commercial aerospace [14] Market Data and Key Metrics Changes - The company outperformed the service center industry's year-over-year decline of 3.1% [10] - Average selling price per ton sold increased by 6.1% compared to the first quarter of 2025 [11] - Pricing for carbon and aluminum products peaked in April but declined for the remainder of the second quarter [11] Company Strategy and Development Direction - The company remains focused on smart profitable growth, maintaining gross profit margins while expanding market share [4][39] - Capital expenditure budget for 2025 is set at $325 million, with over 50% dedicated to growth projects [5] - The company is actively pursuing M&A opportunities that align with its growth strategy and financial discipline [6][41] Management's Comments on Operating Environment and Future Outlook - Management anticipates some weakness in the third quarter but remains confident in the ability to grow amid market uncertainty [7][21] - The company expects demand to remain stable in the third quarter, with tons sold projected to be down 1% to 3% compared to Q2 [21] - Management highlighted the competitive advantage of sourcing metal from domestic mills in the current trade environment [8] Other Important Information - The company returned $143 million to shareholders in the second quarter through dividends and share repurchases [6] - The total debt as of June 30 was $1.43 billion, with a favorable net debt to EBITDA ratio of less than one [20] Q&A Session Summary Question: Guidance on FIFO gross margin pressure - Management indicated that Q3 typically sees demand weakness due to seasonal patterns, but year-over-year demand remains strong [26][31] Question: Customer sentiment regarding the tariff environment - Management noted continued activity in non-residential construction and confidence in project pipelines despite tariff uncertainties [32][34] Question: Market share gains sustainability - Management emphasized that market share gains are sustainable due to superior customer service and a decentralized structure that allows quick responses to market opportunities [39][54] Question: Acquisition opportunities in the current market - Management observed an uptick in acquisition activity in Q2 and noted that seller expectations are aligning more closely with their valuation perspectives [40][42] Question: Aluminum pricing acceptance by customers - Management confirmed that customers are accepting higher aluminum prices, although they may buy less and more frequently [58][60]

Core Insights - Reliance, Inc. reported a profit of $233.7 million or $4.42 per share for Q2 2024, a decrease from $267.8 million or $4.67 per share in the same quarter last year, missing the Zacks Consensus Estimate of $4.72 [1] - The company achieved net sales of $3,659.8 million, reflecting a year-over-year increase of approximately 0.5%, surpassing the Zacks Consensus Estimate of $3,631.1 million [1] Financial Performance - Earnings per share, excluding one-time items, were recorded at $4.43, which is lower than the consensus estimate [1] - Reliance's cash and cash equivalents stood at $239.5 million as of June 30, 2025, with total outstanding debt of $1.43 billion, including $282 million borrowed from a $1.5 billion revolving credit facility [7] - The company generated $229 million in operating cash flow during Q2 2025, factoring in typical seasonal working capital investments [8] Market Demand and Pricing - Shipments increased by 3.9% year-over-year to 1,615 thousand tons, although this fell short of the estimate of 1,621.5 thousand tons [2] - The average selling price per ton decreased by 3.2% year-over-year to $2,273, which exceeded the estimate of $2,171.5 [2] - Demand for non-residential construction, Reliance's largest end market, is expected to remain strong, driven by ongoing construction activities in various sectors [3] - Aerospace demand is stable, but a slight decline is anticipated in the commercial aerospace market due to surplus inventory [4] - Demand for toll processing services in the automotive sector remains stable, although uncertainties in North American trade policies could impact the outlook [5] - The semiconductor sector continues to experience weak demand, expected to persist through Q3 2025 due to inventory surpluses [6] Future Outlook - Reliance anticipates a 1% to 3% decrease in tons sold in Q3 2025 compared to Q2 2025, but expects sales to be 3% to 5% higher than in Q3 2024 [9][10] - The average selling price per ton in Q3 is projected to fluctuate between a 1% decline and a 1% increase from the previous quarter, influenced by lower carbon steel prices and rising prices for select aluminum and stainless steel products [10] - Adjusted earnings per share for Q3 2025 are forecasted to be between $3.60 and $3.80, including an estimated LIFO expense of $25 million [11] Stock Performance - Reliance's shares have increased by 17% over the past year, outperforming the industry average rise of 12.2% [12]

分组1 - Reliance reported quarterly earnings of $4.43 per share, missing the Zacks Consensus Estimate of $4.72 per share, and down from $4.65 per share a year ago, representing an earnings surprise of -6.14% [1] - The company posted revenues of $3.66 billion for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 0.79%, and up from $3.64 billion year-over-year [2] - Reliance shares have increased approximately 26.4% since the beginning of the year, outperforming the S&P 500's gain of 7.3% [3] 分组2 - The current consensus EPS estimate for the coming quarter is $3.93 on revenues of $3.47 billion, and for the current fiscal year, it is $15.82 on revenues of $13.86 billion [7] - The Mining - Miscellaneous industry, to which Reliance belongs, is currently ranked in the bottom 35% of over 250 Zacks industries, indicating potential challenges for stock performance [8]

[Second Quarter 2025 Financial Results Overview](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Results%20Overview) [1.1 Key Financial Highlights](index=1&type=section&id=1.1%20Key%20Financial%20Highlights) Reliance, Inc. achieved strong Q2 2025 financial results with **$3.66 billion net sales**, **record quarterly shipments up 4.0% YoY**, a **29.9% non-GAAP gross margin**, and **non-GAAP diluted EPS increasing 18% QoQ to $4.43** Key Financial Data for Q2 2025 | Metric | Q2 2025 | Q1 2025 | QoQ Change | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Net Sales (Millions USD) | $3,659.8 | $3,484.7 | 5.0% | $3,643.3 | 0.5% | | Gross Profit (Millions USD) | $1,087.9 | $1,033.3 | 5.3% | $1,086.0 | 0.2% | | Non-GAAP Gross Margin | 29.9% | 29.7% | 0.2% | 29.8% | 0.1% | | Pre-tax Income (Millions USD) | $304.3 | $262.4 | 16.0% | $349.7 | (13.0%) | | Diluted EPS (USD) | $4.42 | $3.74 | 18.2% | $4.67 | (5.4%) | | Non-GAAP Diluted EPS (USD) | $4.43 | $3.77 | 17.5% | $4.65 | (4.7%) | | Shipments (Thousand Tons) | 1,615.0 | 1,628.9 | (0.9%) | 1,553.5 | 4.0% | | Average Selling Price/Ton (USD) | $2,273 | $2,143 | 6.1% | $2,348 | (3.2%) | - The company achieved **record shipments** in Q2 2025, with a **4.0% year-over-year increase**, reflecting continued market share growth[1](index=1&type=chunk)[5](index=5&type=chunk) - Average selling price per ton **exceeded expectations**, increasing **6.1% quarter-over-quarter**, double the high end of the company's guidance range[6](index=6&type=chunk) [1.2 Management Commentary](index=3&type=section&id=1.2%20Management%20Commentary) CEO Karla Lewis emphasized the company's business model resilience, achieving robust performance and market share growth in a volatile environment while maintaining strong gross margins and returning capital to shareholders - CEO Karla Lewis stated that despite market uncertainties, the company achieved **record Q2 shipments** and significantly **outperformed the industry** through its unique scale, domestic metal sourcing, and extensive processing capabilities[9](index=9&type=chunk) - The company maintained a **strong gross margin of 29% to 31%**, aligning with its "smart, profitable growth" strategy, leading to an **18% QoQ increase in non-GAAP diluted EPS**[9](index=9&type=chunk) - The company consistently returned capital to shareholders through dividends and stock repurchases, totaling **$143 million in Q2** and repurchasing **over 1.2 million shares**[9](index=9&type=chunk) [Detailed Financial Performance](index=7&type=section&id=Detailed%20Financial%20Performance) [2.1 Consolidated Income Statement](index=7&type=section&id=2.1%20Consolidated%20Income%20Statement) In Q2 2025, net sales were $3.66 billion, operating income was $312.2 million, and net income was $233.7 million, showing a slight increase in net sales but a decrease in operating and net income compared to the prior year Consolidated Income Statement Summary (Millions USD) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $3,659.8 | $3,643.3 | $7,144.5 | $7,288.1 | | Cost of Sales | $2,571.9 | $2,557.3 | $5,023.3 | $5,073.9 | | Operating Income | $312.2 | $351.7 | $586.6 | $744.8 | | Pre-tax Income | $304.3 | $349.7 | $566.7 | $745.9 | | Net Income Attributable to Reliance | $233.7 | $267.8 | $433.4 | $570.7 | | Diluted EPS (USD) | $4.42 | $4.67 | $8.15 | $9.90 | [2.2 Consolidated Balance Sheet](index=8&type=section&id=2.2%20Consolidated%20Balance%20Sheet) As of June 30, 2025, total assets reached $10.49 billion, up from $10.02 billion at year-end 2024, with cash and cash equivalents at $239.5 million, total liabilities at $3.25 billion, and stockholders' equity at $7.23 billion Consolidated Balance Sheet Summary (Millions USD) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents | $239.5 | $318.1 | | Accounts Receivable | $1,668.2 | $1,342.0 | | Inventory | $2,254.8 | $2,026.8 | | Total Current Assets | $4,293.1 | $3,895.5 | | Property, Plant, and Equipment, Net | $2,605.6 | $2,544.9 | | Goodwill | $2,170.4 | $2,161.8 | | Total Assets | $10,490.0 | $10,021.8 | | Total Current Liabilities | $1,348.1 | $1,213.0 | | Long-term Debt | $1,025.5 | $742.8 | | Total Liabilities | $3,245.9 | $2,791.2 | | Equity Attributable to Reliance Stockholders | $7,234.1 | $7,219.6 | | Total Equity | $7,244.1 | $7,230.6 | [2.3 Consolidated Cash Flow Statement](index=9&type=section&id=2.3%20Consolidated%20Cash%20Flow%20Statement) In H1 2025, cash flow from operations was $293.5 million, investing activities used $158.8 million, and financing activities used $222 million, showing decreased operating cash flow but significantly reduced investing outflows YoY Consolidated Cash Flow Statement Summary (Millions USD) | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $293.5 | $492.6 | | Net Cash Used in Investing Activities | ($158.8) | ($562.0) | | Net Cash Used in Financing Activities | ($222.0) | ($654.1) | | Decrease in Cash and Cash Equivalents | ($78.6) | ($729.4) | | Cash and Cash Equivalents at End of Period | $239.5 | $350.8 | - Operating cash flow in Q2 2025 was **$229 million**, a significant **255.0% increase** from **$64.5 million in Q1**[3](index=3&type=chunk) - Free cash flow reached **$141.4 million in Q2**, compared to a **negative $22.4 million in Q1**[3](index=3&type=chunk) [2.4 Non-GAAP Reconciliations](index=10&type=section&id=2.4%20Non-GAAP%20Reconciliations) The company provided non-GAAP financial reconciliations to better reflect core operating performance, excluding items like restructuring charges and non-core asset sale gains, with non-GAAP gross margin (FIFO) at 30.6% and non-GAAP pre-tax income at $305.4 million Non-GAAP Net Income and Diluted EPS Reconciliation (Millions USD, except per share amounts) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | Net Income Attributable to Reliance | $233.7 | $199.7 | $267.8 | | Restructuring Charges | $10.2 | $2.3 | $0.4 | | Gain on Sale of Non-Core Assets | ($9.1) | — | — | | Non-GAAP Net Income Attributable to Reliance | $234.6 | $201.4 | $266.6 | | Diluted EPS (USD) | $4.42 | $3.74 | $4.67 | | Non-GAAP Diluted EPS (USD) | $4.43 | $3.77 | $4.65 | Non-GAAP Pre-tax Income Reconciliation (Millions USD) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | Pre-tax Income | $304.3 | $262.4 | $349.7 | | Restructuring Charges | $10.2 | $2.3 | $0.4 | | Gain on Sale of Non-Core Assets | ($9.1) | — | — | | Non-GAAP Pre-tax Income | $305.4 | $264.7 | $348.1 | Non-GAAP Gross Margin Reconciliation | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | Gross Margin - LIFO | 29.7% | 29.7% | 29.8% | | Non-GAAP Gross Margin | 29.9% | 29.7% | 29.8% | | Non-GAAP Gross Margin - FIFO | 30.6% | 30.4% | 28.4% | Leverage Ratios | Metric | June 30, 2025 | March 31, 2025 | June 30, 2024 | | :--- | :--- | :--- | :--- | | Net Debt/Total Capital | 14.1% | 14.4% | 9.4% | | Net Debt/EBITDA | 0.9x | 0.9x | 0.5x | | Total Debt/EBITDA | 1.1x | 1.1x | 0.7x | [Operational Performance and Market Trends](index=2&type=section&id=Operational%20Performance%20and%20Market%20Trends) [3.1 Key Business Metrics](index=2&type=section&id=3.1%20Key%20Business%20Metrics) In Q2 2025, the company achieved record shipments, increasing 4.0% YoY but slightly decreasing 0.9% QoQ, while the average selling price per ton grew 6.1% QoQ, exceeding expectations Key Business Metrics | Metric | Q2 2025 | Q1 2025 | QoQ Change | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Shipments (Thousand Tons) | 1,615.0 | 1,628.9 | (0.9%) | 1,553.5 | 4.0% | | Same-Store Shipments (Thousand Tons) | 1,560.1 | 1,565.7 | (0.4%) | 1,496.3 | 4.3% | | Average Selling Price/Ton (USD) | $2,273 | $2,143 | 6.1% | $2,348 | (3.2%) | | Same-Store Average Selling Price/Ton (USD) | $2,292 | $2,166 | 5.8% | $2,371 | (3.3%) | - The company's Q2 shipments increased **4.0% year-over-year**, significantly **outperforming the industry's overall 3.1% decline**[10](index=10&type=chunk) [3.2 End Market Commentary](index=3&type=section&id=3.2%20End%20Market%20Commentary) Non-residential construction demand improved and is expected to remain healthy, while broad manufacturing demand anticipates a seasonal slowdown, aerospace demand is stable but commercial may weaken, automotive processing services are stable, and semiconductor demand remains pressured - Non-residential construction (including infrastructure) demand improved from Q2 2024 and is expected to remain **healthy in Q3 2025**, supported by new projects in data centers, energy infrastructure, manufacturing, and public infrastructure[11](index=11&type=chunk) - Demand in the broad manufacturing sector increased from Q2 2024 but is expected to experience a **seasonal slowdown in Q3 2025**[12](index=12&type=chunk) - Aerospace demand is stable, but commercial aerospace demand is expected to **slightly weaken in Q3**, while military and space-related business demand remains strong[13](index=13&type=chunk) - Automotive market processing services demand is stable but impacted by North American trade policy uncertainties; semiconductor market demand remains **sluggish and is expected to remain pressured in Q3**[14](index=14&type=chunk)[15](index=15&type=chunk) [3.3 Major Commodity Metrics](index=5&type=section&id=3.3%20Major%20Commodity%20Metrics) In Q2 2025, carbon steel shipments increased 4.1% YoY with an 8.8% QoQ price increase, aluminum saw YoY growth in both shipments and price, stainless steel shipments grew 2.6% YoY but prices declined 8.7% YoY, and alloy shipments decreased 4.3% YoY Q2 2025 Major Commodity Shipments and Average Selling Price | Commodity Type | Q2 2025 Shipments (Thousand Tons) | QoQ Change | YoY Change | Q2 2025 Average Selling Price/Ton (USD) | QoQ Change | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Carbon Steel | 1,326.4 | (1.3%) | 4.1% | $1,541 | 8.8% | (3.1%) | | Aluminum | 83.8 | (0.4%) | 3.1% | $7,397 | 2.6% | 2.4% | | Stainless Steel | 75.5 | (0.7%) | 2.6% | $6,479 | (2.3%) | (8.7%) | | Alloy | 31.1 | (1.3%) | (4.3%) | $5,386 | 6.9% | 4.8% | Q2 2025 Major Commodity Net Sales (Millions USD) | Commodity Type | Q2 2025 Net Sales | QoQ Change | YoY Change | | :--- | :--- | :--- | :--- | | Carbon Steel | $2,044.2 | 7.4% | 0.9% | | Aluminum | $619.9 | 2.4% | 5.5% | | Stainless Steel | $489.2 | (2.8%) | (6.2%) | | Alloy | $167.5 | 5.7% | 0.4% | H1 2025 Major Commodity Net Sales Mix | Commodity Type | Q2 2025 | Q1 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | :--- | | Carbon Steel | 54% | 53% | 54% | 53% | 54% | | Aluminum | 16% | 17% | 16% | 17% | 16% | | Stainless Steel | 13% | 14% | 14% | 13% | 14% | | Alloy | 4% | 4% | 4% | 4% | 5% | | Other (Miscellaneous, Processing Logistics, Copper & Brass) | 13% | 12% | 12% | 13% | 11% | | **Total** | **100%** | **100%** | **100%** | **100%** | **100%** | [Capital Allocation and Shareholder Returns](index=4&type=section&id=Capital%20Allocation%20and%20Shareholder%20Returns) [4.1 Capital Allocation Activities](index=4&type=section&id=4.1%20Capital%20Allocation%20Activities) The company completed $2.8 million in acquisitions and incurred $87.6 million in capital expenditures in Q2 2025, continuously generating strong operating cash flow to fund opportunistic capital allocation strategies including investments in value-added processing equipment, organic growth, and accretive acquisitions Capital Allocation Data (Millions USD) | Metric | Q2 2025 | Q1 2025 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Acquisitions | $2.8 | — | $2.8 | $346.5 | | Capital Expenditures | $87.6 | $86.9 | $174.5 | $206.9 | - The company consistently generates **strong cash flow from operations**, which is deployed to invest in **value-added processing equipment, organic growth, and accretive acquisitions**[9](index=9&type=chunk)[17](index=17&type=chunk) [4.2 Stockholder Return Activity](index=4&type=section&id=4.2%20Stockholder%20Return%20Activity) The Board declared a quarterly cash dividend of $1.20 per common share, and the company repurchased $79.9 million of common stock at an average price of $265.17 per share in Q2, with $1.02 billion remaining under the stock repurchase program as of June 30, 2025 Stockholder Return Data (Millions USD) | Metric | Q2 2025 | Q1 2025 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Dividends | $63.1 | $65.2 | $128.3 | $127.9 | | Stock Repurchases | $79.9 | $253.2 | $333.1 | $519.3 | - The Board of Directors declared a **quarterly cash dividend of $1.20 per common share**, payable on August 29, 2025[18](index=18&type=chunk) - In Q2 2025, the company repurchased **301,279 shares of common stock** totaling **$79.9 million**, with **$1.02 billion remaining** under the repurchase program as of June 30[19](index=19&type=chunk) [Business Outlook](index=4&type=section&id=Business%20Outlook) [5.1 Third Quarter 2025 Guidance](index=4&type=section&id=5.1%20Third%20Quarter%202025%20Guidance) Reliance anticipates stable overall demand in Q3 2025, influenced by seasonal patterns and trade policy uncertainties, with shipments expected to decrease 1.0% to 3.0% QoQ but increase 3.0% to 5.0% YoY, average selling price to be flat or slightly down QoQ, and non-GAAP diluted EPS projected between $3.60 and $3.80 - Q3 2025 shipments are expected to **decrease 1.0% to 3.0% quarter-over-quarter** but **increase 3.0% to 5.0% year-over-year** compared to Q3 2024[20](index=20&type=chunk) - Average selling price per ton in Q3 2025 is projected to **decrease 1.0% to increase 1.0% quarter-over-quarter**, primarily due to lower carbon steel prices, partially offset by higher aluminum and stainless steel prices[20](index=20&type=chunk) - Non-GAAP diluted EPS for Q3 2025 is anticipated to be between **$3.60 and $3.80**, including a **$25 million LIFO expense** (or **$0.36 per share**)[20](index=20&type=chunk) [Additional Information](index=4&type=section&id=Additional%20Information) [6.1 About Reliance, Inc.](index=4&type=section&id=6.1%20About%20Reliance%2C%20Inc.) Founded in 1939, Reliance, Inc. is North America's leading global diversified metal solutions provider and largest metal service center company, offering value-added processing and distributing over 100,000 metal products to more than 125,000 customers through approximately 320 locations across 41 states and 10 countries - Reliance, Inc. is **North America's largest metal service center company**, with approximately **320 locations** serving **over 125,000 customers**[23](index=23&type=chunk) - The company focuses on **small orders, quick turnaround, and value-added processing services**, with an **average order size of $2,980 in 2024**, approximately **50% of orders including value-added processing**, and about **40% delivered within 24 hours**[23](index=23&type=chunk) [6.2 Forward-Looking Statements](index=4&type=section&id=6.2%20Forward-Looking%20Statements) This press release contains forward-looking statements regarding the company's industry, markets, business strategy, acquisitions, future growth, and profitability, which are based on management's estimates and assumptions, but actual results may differ materially due to various factors including trade policies, inflation, recessions, metal pricing volatility, labor constraints, and supply chain disruptions - Forward-looking statements cover Reliance's industry, end markets, business strategy, acquisitions, and expectations for future growth, profitability, demand, and metal pricing[24](index=24&type=chunk)[25](index=25&type=chunk) - Actual results may differ materially due to various important factors, including changes in domestic and international political and economic conditions, trade policies, inflation, recessions, labor constraints, and supply chain disruptions[26](index=26&type=chunk) [6.3 Conference Call Details](index=4&type=section&id=6.3%20Conference%20Call%20Details) The company will host a conference call and webcast on July 24, 2025, to discuss Q2 2025 financial results and business outlook, with a replay available for a specified period - Reliance will host a conference call and webcast on **July 24, 2025, at 11:00 a.m. ET / 8:00 a.m. PT** to discuss Q2 financial results and business outlook[21](index=21&type=chunk) - A replay of the conference call will be available from **2:00 p.m. ET on the same day until 11:59 p.m. ET on August 7, 2025**[22](index=22&type=chunk)

Financial Performance - Net sales for Q2 2025 reached $3.66 billion, marking a 5.0% increase from Q1 2025 and a 0.5% increase year-over-year [2][5] - Non-GAAP gross profit margin was reported at 29.9%, slightly up from 29.7% in Q1 2025 [7] - Pretax income increased by 16% from Q1 2025 to $304.3 million, while net income attributable to Reliance was $233.7 million, up 17% year-over-year [2][34] - Earnings per share (EPS) for Q2 2025 was $4.42, an 18% increase from Q1 2025 [2][34] Sales and Market Dynamics - The company sold a record 1,615.0 thousand tons in Q2 2025, a 4.0% increase year-over-year, despite a 0.9% decline from Q1 2025 [5][9] - Average selling price per ton sold increased by 6.1% compared to Q1 2025, exceeding the company's guidance [6][7] - Demand for non-residential construction, the largest end market, improved, and is expected to remain healthy in Q3 2025 [10] Cash Flow and Capital Allocation - Cash flow from operations was $229.0 million in Q2 2025, reflecting a significant increase of 255% from Q1 2025 [16] - The company repurchased $79.9 million of common stock in Q2 2025, with a total of $143.0 million returned to shareholders through dividends and share repurchases [18][17] Business Outlook - Reliance anticipates a seasonal decline in tons sold of 1.0% to 3.0% in Q3 2025 compared to Q2 2025, but an increase of 3.0% to 5.0% compared to Q3 2024 [19] - The company expects average selling prices in Q3 2025 to remain stable, with potential fluctuations in carbon steel and aluminum prices [19]