[Executive Summary & Financial Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Financial%20Highlights) [First Quarter 2024 Financial Overview](index=1&type=section&id=First%20Quarter%202024%20Financial%20Overview) Reliance, Inc. reported **$3.64 billion** in Q1 2024 net sales, a 10.3% sequential volume increase, a 31.0% gross margin, and diluted EPS of **$5.23**, completing three acquisitions - Net sales for Q1 2024 were **$3.64 billion**, with volume increasing by **10.3%** compared to Q4 2023[1](index=1&type=chunk) - Gross profit margin reached **31.0%**, with diluted EPS at **$5.23** and non-GAAP diluted EPS at **$5.30**[1](index=1&type=chunk) - Acquisitions of Cooksey Iron & Metal Company (February 1, 2024), American Alloy Steel, Inc. (April 1, 2024), and Mid-West Materials, Inc. (April 1, 2024) were completed[1](index=1&type=chunk) [Key Financial and Business Metrics](index=1&type=section&id=Key%20Financial%20and%20Business%20Metrics) Q1 2024 saw sequential growth in net sales and gross profit, with improved EPS, but operating and free cash flow significantly declined year-over-year and sequentially Key Financial Data for Q1 2024 (million USD, except per share amounts) | Metric | Q1 2024 | Q4 2023 | Sequential Change (%) | Q1 2023 | YOY Change (%) | | :----------------------------- | :------------- | :------------- | :------------- | :------------- | :------------- | | Net Sales | 3,644.8 | 3,337.3 | 9.2% | 3,965.3 | (8.1%) | | Gross Profit | 1,128.2 | 1,021.6 | 10.4% | 1,226.0 | (8.0%) | | Gross Margin | 31.0% | 30.6% | 0.4% | 30.9% | 0.1% | | Non-GAAP Gross Margin | 31.0% | 30.6% | 0.4% | 30.9% | 0.1% | | Diluted EPS | 5.23 | 4.70 | 11.3% | 6.43 | (18.7%) | | Non-GAAP Diluted EPS | 5.30 | 4.73 | 12.1% | 6.37 | (16.8%) | | Cash Flow from Operations | 126.3 | 525.6 | (76.0%) | 384.6 | (67.2%) | | Free Cash Flow | 17.6 | 415.4 | (95.8%) | 281.7 | (93.8%) | | Volume (thousand tons) | 1,494.0 | 1,354.2 | 10.3% | 1,520.1 | (1.7%) | | Average Selling Price per Ton | 2,442 | 2,466 | (1.0%) | 2,623 | (6.9%) | [Management Commentary](index=2&type=section&id=Management%20Commentary) CEO Karla Lewis highlighted strong Q1 performance despite pricing challenges, driven by diversified markets, above-industry shipments, and strategic acquisitions, while anticipating continued pricing headwinds - Non-GAAP diluted EPS for Q1 2024 was **$5.30**, driven by increased shipments and pricing discipline[4](index=4&type=chunk) - Three acquisitions were completed, projected to add nearly **$500 million** in annualized net sales, with **$108.7 million** invested in capital expenditures[4](index=4&type=chunk) - Dividends of **$65.3 million** were distributed to shareholders, with optimism for long-term benefits from government stimulus and reshoring initiatives[4](index=4&type=chunk) [End Market Commentary](index=2&type=section&id=End%20Market%20Commentary) Reliance's Q1 2024 volume increased by 10.3% sequentially, meeting expectations, with healthy demand across most end markets, particularly in non-residential construction and automotive processing - Q1 2024 volume increased **10.3%** sequentially, aligning with management's 9% to 11% expectation, with healthy demand across most end markets[5](index=5&type=chunk) [Non-Residential Construction](index=2&type=section&id=Non-Residential%20Construction) Demand in non-residential construction, Reliance's largest end market, improved in Q1 2024, driven by new public infrastructure, manufacturing, and energy projects, with strong demand expected to continue into Q2 - Non-residential construction demand improved compared to Q1 2023, with strong demand anticipated to continue into Q2 2024[6](index=6&type=chunk) - The company continues to serve new construction projects across diverse sectors including public infrastructure, manufacturing, and energy infrastructure[6](index=6&type=chunk) [Commercial Aerospace](index=2&type=section&id=Commercial%20Aerospace) Commercial aerospace demand remained relatively stable in Q1 2024 compared to Q1 2023, with stability expected in Q2, while military and space-related aerospace business is projected to remain strong - Commercial aerospace demand remained relatively stable compared to Q1 2023, with stability expected in Q2 2024[7](index=7&type=chunk) - Military and space-related aerospace business is projected to maintain strong levels in Q2 2024[7](index=7&type=chunk) [Automotive Market](index=2&type=section&id=Automotive%20Market) Demand for Reliance's automotive processing services improved in Q1 2024 due to enhanced processing capabilities from continuous investment, with strong demand expected to persist in Q2 - Automotive processing service demand improved compared to Q1 2023, benefiting from enhanced processing capabilities[8](index=8&type=chunk) - Strong automotive processing demand is anticipated to continue in Q2 2024[8](index=8&type=chunk) [Broader Manufacturing Sectors](index=2&type=section&id=Broader%20Manufacturing%20Sectors) Demand in broader manufacturing sectors, including industrial machinery and consumer products, slightly declined in Q1 2024 compared to Q1 2023, primarily due to weakness in agricultural equipment and consumer goods - Demand in broader manufacturing sectors slightly decreased compared to Q1 2023, primarily impacted by weaker demand for agricultural equipment and consumer products[9](index=9&type=chunk) - Demand in this sector is expected to remain relatively stable in Q2 2024[9](index=9&type=chunk) [Semiconductor Market](index=2&type=section&id=Semiconductor%20Market) The semiconductor market saw seasonal improvement in Q1 2024 after stabilizing in Q4 2023, though still below Q1 2023 levels, with a positive long-term outlook driven by the CHIPS Act - The semiconductor market saw seasonal improvement in Q1 2024 after stabilizing in Q4 2023, though still below Q1 2023 levels[10](index=10&type=chunk) - Demand is expected to be relatively stable in Q2 2024, with a positive long-term outlook due to the CHIPS Act and U.S. semiconductor manufacturing expansion[11](index=11&type=chunk) [Financial Position & Capital Allocation](index=3&type=section&id=Financial%20Position%20%26%20Capital%20Allocation) [Balance Sheet & Cash Flow](index=3&type=section&id=Balance%20Sheet%20%26%20Cash%20Flow) As of March 31, 2024, Reliance held **$934.9 million** in cash, **$1.15 billion** in total debt, and generated **$126.3 million** in cash flow from operations in Q1 2024 - As of March 31, 2024, cash and cash equivalents totaled **$934.9 million**, with total debt at **$1.15 billion**[12](index=12&type=chunk) - The **$1.5 billion** revolving credit facility had no outstanding borrowings[12](index=12&type=chunk) - Cash flow from operations in Q1 2024 generated **$126.3 million**[12](index=12&type=chunk) [Stockholder Return Activity](index=3&type=section&id=Stockholder%20Return%20Activity) Reliance increased its quarterly dividend by **10.0%** to **$1.10** per share in February 2024, marking its 31st increase since IPO and 65 consecutive years of cash dividends - On February 13, 2024, the company increased its regular quarterly dividend by **10.0%** to **$1.10** per share, an annualized rate of **$4.40** per share[13](index=13&type=chunk) - This marks the **31st dividend increase** since the company's 1994 IPO[13](index=13&type=chunk) - The company has paid regular quarterly cash dividends for **65 consecutive years** without reduction or suspension[13](index=13&type=chunk) [Acquisitions](index=3&type=section&id=Acquisitions) Reliance completed three acquisitions—American Alloy Steel, Mid-West Materials, and Cooksey Iron & Metal—to enhance processing capabilities, expand product portfolios, and strengthen market presence, collectively contributing **$487 million** in 2023 net sales - Acquisition of American Alloy Steel, Inc., a leading distributor of specialty carbon and alloy steel plate and round bar, was completed on April 1, 2024, with approximately **$310 million** in 2023 net sales[14](index=14&type=chunk) - Acquisition of Mid-West Materials, Inc., a flat-rolled steel service center serving North American OEMs, was completed on April 1, 2024, with approximately **$87 million** in 2023 net sales[15](index=15&type=chunk) - Acquisition of Cooksey Iron & Metal Company, which processes and distributes finished steel products, was completed on February 1, 2024, with approximately **$90 million** in 2023 net sales[16](index=16&type=chunk) [Business Outlook](index=3&type=section&id=Business%20Outlook) Reliance anticipates a stronger-than-normal seasonal recovery in Q2 2024, with volume growth of **2.5% to 4.5%**, but expects average selling prices to decline, leading to non-GAAP diluted EPS between **$4.70** and **$4.90** - Q2 2024 volume is projected to increase **2.5% to 4.5%** sequentially, with approximately **2%** attributed to recent acquisitions[17](index=17&type=chunk) - Average selling price per ton is expected to decrease **1% to 3%** sequentially in Q2 2024, potentially pressuring short-term gross margins[17](index=17&type=chunk) - Non-GAAP diluted EPS for Q2 2024 is anticipated to be between **$4.70** and **$4.90**[17](index=17&type=chunk) [Conference Call Details](index=3&type=section&id=Conference%20Call%20Details) Reliance, Inc. held a conference call and webcast on April 25, 2024, to discuss Q1 2024 financial results and business outlook, with replay information available for review - A conference call and webcast were held on April 25, 2024, to discuss Q1 2024 financial results and business outlook[18](index=18&type=chunk) - A replay of the conference call is available on the company's investor website for 90 days[19](index=19&type=chunk) [About Reliance, Inc.](index=4&type=section&id=About%20Reliance%2C%20Inc.) Founded in 1939, Reliance, Inc. is a leading global diversified metals solutions provider and North America's largest metals service center company, serving over 125,000 customers through 320+ locations - Founded in 1939, the company is a leading global diversified metals solutions provider and North America's largest metals service center company[20](index=20&type=chunk) - It serves over **125,000 customers** through **over 320 locations** across 40 states and 12 countries, offering value-added processing and over **100,000 metal products**[20](index=20&type=chunk) - Focusing on small-batch, quick-turnaround, and value-added processing, the average order size in 2023 was **$3,210**, with approximately **51%** of orders including value-added processing and **40%** delivered within 24 hours[20](index=20&type=chunk) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This press release contains forward-looking statements regarding Reliance's industry, business strategy, acquisitions, future growth, and profitability, subject to known and unknown risks and uncertainties - Forward-looking statements cover industry, business strategy, acquisitions, future growth and profitability, demand, and metal pricing[21](index=21&type=chunk) - Actual results may differ materially from projections due to significant factors, including unrealized acquisition benefits, labor constraints, supply chain disruptions, and macroeconomic conditions like inflation and recession[22](index=22&type=chunk) - The company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law[23](index=23&type=chunk) [Detailed Financial Statements](index=4&type=section&id=Detailed%20Financial%20Tables) This section presents unaudited consolidated financial statements, including income statements, balance sheets, cash flow statements, and non-GAAP reconciliations, providing a comprehensive view of the company's financial performance [First Quarter 2024 Major Commodity Metrics](index=4&type=section&id=First%20Quarter%202024%20Major%20Commodity%20Metrics) In Q1 2024, all major commodities, including carbon steel, aluminum, stainless steel, and alloy, saw sequential volume growth, but average selling prices per ton decreased year-over-year across all categories Volume (thousand tons; % change) | Commodity | Q1 2024 | Q4 2023 | Sequential Change (%) | Q1 2023 | YOY Change (%) | | :---------- | :------------- | :------------- | :------------- | :------------- | :------------- | | Carbon Steel | 1,214.8 | 1,100.5 | 10.4% | 1,232.0 | (1.4%) | | Aluminum | 81.8 | 76.3 | 7.2% | 86.1 | (5.0%) | | Stainless Steel | 75.5 | 65.5 | 15.3% | 76.8 | (1.7%) | | Alloy | 33.0 | 29.2 | 13.0% | 36.3 | (9.1%) | Average Selling Price per Ton (% change) | Commodity | Q1 2024 ($) | Q4 2023 ($) | Sequential Change (%) | Q1 2023 ($) | YOY Change (%) | | :---------- | :----------------- | :----------------- | :------------- | :----------------- | :------------- | | Carbon Steel | 2,012.9 | 1,805.2 | 11.5% | 2,128.5 | (5.4%) | | Aluminum | 596.1 | 553.9 | 7.6% | 670.2 | (11.1%) | | Stainless Steel | 559.9 | 517.9 | 8.1% | 657.3 | (14.8%) | | Alloy | 171.9 | 152.3 | 12.9% | 191.4 | (10.2%) | [Sales by Product](index=5&type=section&id=Sales%20by%20Product) Carbon steel products dominated Q1 2024 sales at **53%**, followed by aluminum (**16%**) and stainless steel (**15%**), with sales proportions remaining relatively stable across product categories Sales by Product (Percentage of Total Net Sales) | Product Category | Q1 2024 | Q4 2023 | Q1 2023 | | :-------------------------------- | :------------- | :------------- | :------------- | | Carbon Steel | 53% | 52% | 52% | | Aluminum | 16% | 16% | 16% | | Stainless Steel | 15% | 15% | 16% | | Alloy | 5% | 5% | 5% | | Miscellaneous | 5% | 6% | 5% | | Processing & Logistics | 4% | 4% | 4% | | Copper & Brass | 2% | 2% | 2% | | Other | 11% | 12% | 11% | | **Total** | **100%** | **100%** | **100%** | [Unaudited Consolidated Statements of Income](index=6&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Income) Reliance's Q1 2024 net sales decreased **8.1%** year-over-year to **$3.6448 billion**, resulting in reduced operating income and net income attributable to Reliance, with diluted EPS falling to **$5.23** Unaudited Consolidated Statements of Income (For the Three Months Ended March 31, million USD, except per share amounts) | Metric | 2024 | 2023 | | :---------------------------------------------------- | :----- | :----- | | Net Sales | 3,644.8 | 3,965.3 | | Cost of Sales | 2,516.6 | 2,739.3 | | Warehousing, Delivery, Selling, General & Administrative Expenses (SG&A) | 671.5 | 651.3 | | Depreciation and Amortization | 63.6 | 61.1 | | Operating Income | 393.1 | 513.6 | | Earnings Before Interest and Taxes (EBIT) | 396.2 | 508.5 | | Net Income Attributable to Reliance | 302.9 | 383.1 | | Diluted EPS | 5.23 | 6.43 | | Cash Dividends Per Share | 1.10 | 1.00 | [Unaudited Consolidated Balance Sheets](index=7&type=section&id=Unaudited%20Consolidated%20Balance%20Sheets) As of March 31, 2024, Reliance's total assets increased to **$10.7122 billion** from **$10.4803 billion** at December 31, 2023, driven by higher accounts receivable and inventory, while total equity also grew Unaudited Consolidated Balance Sheets (million USD, except share amounts) | Metric | March 31, 2024 | December 31, 2023 | | :------------------------------------ | :------------- | :------------- | | Cash and Cash Equivalents | 934.9 | 1,080.2 | | Accounts Receivable, Net | 1,686.0 | 1,472.4 | | Inventories | 2,166.9 | 2,043.2 | | Total Current Assets | 4,923.4 | 4,771.8 | | Property, Plant & Equipment, Net | 2,309.3 | 2,248.4 | | Goodwill | 2,125.3 | 2,111.1 | | Total Assets | 10,712.2 | 10,480.3 | | Total Current Liabilities | 857.4 | 843.6 | | Long-Term Debt | 1,142.6 | 1,141.9 | | Total Liabilities | 2,769.5 | 2,747.5 | | Total Equity Attributable to Reliance Stockholders | 7,932.4 | 7,722.3 | | Total Equity | 7,942.7 | 7,732.8 | [Unaudited Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flow from operations in Q1 2024 significantly decreased to **$126.3 million** from **$384.6 million** in Q1 2023, primarily due to changes in accounts receivable and inventory, while financing activities used less cash Unaudited Consolidated Statements of Cash Flows (For the Three Months Ended March 31, million USD) | Metric | 2024 | 2023 | | :------------------------------------------ | :----- | :----- | | Net Cash Provided by Operating Activities | 126.3 | 384.6 | | Net Cash Used in Investing Activities | (177.4) | (102.6) | | Net Cash Used in Financing Activities | (90.3) | (639.2) | | Decrease in Cash and Cash Equivalents | (145.3) | (357.2) | | Cash and Cash Equivalents at End of Period | 934.9 | 816.2 | [Non-GAAP Reconciliation](index=9&type=section&id=Non-GAAP%20Reconciliation) This section reconciles GAAP to non-GAAP financial measures, including net income, diluted EPS, pre-tax income, and gross margin, by adjusting for restructuring, settlement, and non-core asset sale items to provide a comparable view of operating performance Non-GAAP Net Income and Diluted EPS Reconciliation (For the Three Months Ended March 31, million USD, except per share amounts) | Metric | Q1 2024 ($M) | Q4 2023 ($M) | Q1 2023 ($M) | Q1 2024 EPS | Q4 2023 EPS | Q1 2023 EPS | | :------------------------------------ | :------------------ | :------------------ | :------------------ | :----------------- | :----------------- | :----------------- | | Net Income Attributable to Reliance | 302.9 | 272.7 | 383.1 | 5.23 | 4.70 | 6.43 | | Restructuring Charges | 0.3 | 1.2 | — | 0.01 | 0.02 | — | | Non-Recurring Settlement Charges | 4.6 | — | — | 0.08 | — | — | | Gain (Loss) on Sale of Non-Core Assets | — | 1.0 | (4.8) | — | 0.02 | (0.08) | | Income Tax (Benefit) Expense Related to Above Items | (1.2) | (0.5) | 1.2 | (0.02) | (0.01) | 0.02 | | **Non-GAAP Net Income Attributable to Reliance** | **306.6** | **274.4** | **379.5** | **5.30** | **4.73** | **6.37** | Non-GAAP Pre-Tax Income Reconciliation (For the Three Months Ended March 31, million USD) | Metric | Q1 2024 ($M) | Q4 2023 ($M) | Q1 2023 ($M) | | :------------------------------------ | :------------------ | :------------------ | :------------------ | | Income Before Income Taxes | 396.2 | 333.3 | 508.5 | | Restructuring Charges | 0.3 | 1.2 | — | | Non-Recurring Settlement Charges | 4.6 | — | — | | Gain (Loss) on Sale of Non-Core Assets | — | 1.0 | (4.8) | | **Non-GAAP Pre-Tax Income** | **401.1** | **335.5** | **503.7** | Non-GAAP Gross Profit and Gross Margin Reconciliation (For the Three Months Ended March 31) | Metric | Q1 2024 | Q4 2023 | Q1 2023 | | :-------------------------- | :------------- | :------------- | :------------- | | Gross Profit - LIFO | $1,128.2 | $1,021.6 | $1,226.0 | | Non-GAAP Gross Profit | $1,128.2 | $1,021.8 | $1,226.0 | | LIFO Income | $(50.0) | $(59.5) | $(15.0) | | Non-GAAP Gross Profit - FIFO | $1,078.2 | $962.3 | $1,211.0 | | Gross Margin - LIFO | 31.0% | 30.6% | 30.9% | | Non-GAAP Gross Margin | 31.0% | 30.6% | 30.9% | | LIFO Income as a Percentage of Net Sales | (1.4%) | (1.8%) | (0.4%) | | Non-GAAP Gross Margin - FIFO | 29.6% | 28.8% | 30.5% | [Footnotes](index=11&type=section&id=Footnotes) This section defines and explains non-GAAP financial measures used in the report, including gross profit, gross margin, free cash flow, and leverage ratios, clarifying their calculation and management's rationale for their use - Gross profit and gross margin are non-GAAP financial measures as they exclude depreciation and amortization expenses related to sales[41](index=41&type=chunk) - Free cash flow is calculated as cash provided by operating activities less capital expenditures[42](index=42&type=chunk) - Net debt to total capital ratio and net debt to total debt to EBITDA ratio are leverage measures used by management to monitor debt levels[42](index=42&type=chunk)[43](index=43&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Scottsdale, Arizona 85254 (Address of principal executive offices, including zip code) (480) 564-5700 (Registrant's telephone ...

Reliance Steel & Aluminum Co. (NYSE:RS) Q4 2023 Earnings Conference Call February 15, 2024 11:00 AM ET Company Participants Kim Orlando – ADDO Investor Relations Karla Lewis – President and Chief Executive Officer Steve Koch – Executive Vice President and Chief Operating Officer Arthur Ajemyan – Senior Vice President and Chief Financial Officer Conference Call Participants Katja Jancic – BMO Capital Markets Phil Gibbs – KeyBanc Capital Markets Martin Englert – Seaport Research Partners Operator Greetings, a ...

Reliance, Inc. Reports Fourth Quarter and Full Year 2023 Financial Results and Unveils Corporate Rebranding − Second highest annual EPS of $22.64; fourth quarter EPS of $4.70 − Second highest annual cash flow from operations of $1.67 billion − Repurchased $479.5 million of common stock in 2023 − Increased quarterly dividend 10.0% to $1.10 per share (annual: $4.40) − Completed acquisition of Cooksey Iron & Metal Company on February 1, 2024 − Announced pending acquisition of American Alloy Steel, Inc. on Febr ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 95-1142616 (I.R.S. Employer Identification No.) 16100 N. 71st Street, Suite 400 Scottsdale, Arizona 85254 (Address of principal executive offices, including zip code) (480) 564-5700 (Registrant's telephone number, including area code) OR ☐ TRANSITION REPORT PUR ...

https://reportify-1252068037.cos.ap-beijing.myqcloud.com/media/production/seek_media_content_7c73427e109c0442f6882bb7c5ccfd48.html ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13122 (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpor ...

FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 95-1142616 (I.R.S. Employer Identification No.) 16100 N. 71st Street, Suite 400 Scottsdale, Arizona 85254 (Address of principal executive offices, including zip code) For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number: 001-13122 (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction ...