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CONFORMED
---------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
----------------------------------
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 0-255
GRAYBAR ELECTRIC COMPANY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 13 - 0794380
- ------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
34 NORTH MERAMEC AVENUE, ST. LOUIS, MO 63105
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
POST OFFICE BOX 7231, ST. LOUIS, MO 63177
- ------------------------------------------------------------------------------
(Mailing Address) (Zip Code)
Registrant's telephone number, including area code: (314) 573 - 9200
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
------- -------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).
YES NO X
------- -------
Common Stock Outstanding at July 31, 2003: 5,967,333
--------------------
(Number of Shares)
Item 1. Financial Statements
PART I
------
CONSOLIDATED BALANCE SHEETS
---------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
JUNE 30, 2003 DECEMBER 31, 2002
----------------------------- -------------------------
CURRENT ASSETS
Cash $ 20,330 $ 20,826
----------------------------- -------------------------
Trade receivables 549,937 504,102
----------------------------- -------------------------
Merchandise inventory 504,286 515,691
----------------------------- -------------------------
Other current assets 23,431 17,270
----------------------------- -------------------------
Total current assets 1,097,984 1,057,889
----------------------------- -------------------------
PROPERTY
Land 26,526 25,601
----------------------------- -------------------------
Buildings and permanent fixtures 244,915 235,205
----------------------------- -------------------------
Furniture and fixtures 165,450 167,371
----------------------------- -------------------------
Software 74,739 50,236
----------------------------- -------------------------
Capital equipment leases 33,952 24,159
----------------------------- -------------------------
Less-Accumulated depreciation 221,960 209,189
----------------------------- -------------------------
Net property 323,622 293,383
----------------------------- -------------------------
DEFERRED FEDERAL INCOME TAXES 24,022 24,294
----------------------------- -------------------------
OTHER ASSETS 28,240 24,605
----------------------------- -------------------------
$ 1,473,868 $ 1,400,171
============================= =========================
CURRENT LIABILITIES
Short-term borrowings $ --- $ ---
----------------------------- -------------------------
Current portion of long-term debt 25,790 23,314
----------------------------- -------------------------
Trade accounts payable 585,946 498,855
----------------------------- -------------------------
Other accrued taxes 11,571 12,036
----------------------------- -------------------------
Accrued payroll and benefit costs 20,413 22,667
----------------------------- -------------------------
Dividends payable --- 6,802
----------------------------- -------------------------
Other payables and accruals 50,035 48,582
----------------------------- -------------------------
Total current liabilities 693,755 612,256
----------------------------- -------------------------
POSTRETIREMENT BENEFITS LIABILITY 78,186 77,586
----------------------------- -------------------------
PENSION LIABILITY 55,776 55,776
----------------------------- -------------------------
LONG TERM DEBT 262,466 266,710
----------------------------- -------------------------
2
CONSOLIDATED BALANCE SHEETS
---------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
JUNE 30, 2003 DECEMBER 31, 2002
------------------------- -------------------------
SHAREHOLDERS' EQUITY
CAPITAL STOCK
Preferred:
---------
Par value $20 per share
Authorized 300,000 shares
SHARES
------
2003 2002
---- ----
Issued to shareholders 2,337 2,337
------------- -------------
In treasury, at cost (142) (87)
------------- -------------
Outstanding 2,195 2,250 44 45
------------- ------------- ------------------------- -------------------------
Common:
------
Stated value $20 per share
Authorized 7,500,000 shares
SHARES
------
2003 2002
---- ----
Issued to voting trustees 5,892,191 5,879,436
------------- -------------
Issued to shareholders 311,595 311,549
------------- -------------
In treasury, at cost (209,291) (27,380)
------------- -------------
Outstanding 5,994,495 6,163,605 119,890 123,272
------------- ------------- ------------------------- -------------------------
Advance payments on subscriptions
to common stock 46 50
------------------------- -------------------------
Retained earnings 307,669 309,434
------------------------- -------------------------
Accumulated other comprehensive income (loss) (43,964) (44,958)
------------------------- -------------------------
TOTAL SHAREHOLDERS' EQUITY 383,685 387,843
------------------------- -------------------------
$ 1,473,868 $ 1,400,171
========================= =========================
See accompanying Notes to Consolidated Financial Statements
3
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
QUARTER ENDED
JUNE 30, 2003 JUNE 30, 2002
-------------------------- --------------------------
GROSS SALES, net of returns and allowances $ 952,684 $ 1,049,039
-------------------------- --------------------------
Less - Cash discounts 2,702 2,968
-------------------------- --------------------------
NET SALES 949,982 1,046,071
-------------------------- --------------------------
COST OF MERCHANDISE SOLD 769,169 855,649
-------------------------- --------------------------
Gross margin 180,813 190,422
-------------------------- --------------------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 164,677 170,151
-------------------------- --------------------------
DEPRECIATION AND AMORTIZATION 9,744 8,037
-------------------------- --------------------------
Income from operations 6,392 12,234
-------------------------- --------------------------
OTHER INCOME, net 2,729 844
-------------------------- --------------------------
INTEREST EXPENSE 6,287 7,555
-------------------------- --------------------------
Income before provision for income taxes 2,834 5,523
-------------------------- --------------------------
PROVISION FOR INCOME TAXES
Current 429 2,223
-------------------------- --------------------------
Deferred 708 (96)
-------------------------- --------------------------
Total provision for income taxes 1,137 2,127
-------------------------- --------------------------
NET INCOME $ 1,697 $ 3,396
========================== ==========================
NET INCOME PER SHARE OF COMMON STOCK $ .28 $ .54
========================== ==========================
DIVIDENDS
Preferred - $.25 per share $ --- $ ---
-------------------------- --------------------------
Common - $.30 per share 1,799 1,895
-------------------------- --------------------------
$ 1,799 $ 1,895
========================== ==========================
See accompanying Notes to Consolidated Financial Statements
4
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
SIX MONTHS ENDED
JUNE 30, 2003 JUNE 30, 2002
-------------------------- --------------------------
GROSS SALES, net of returns and allowances $ 1,816,647 $ 2,019,868
-------------------------- --------------------------
Less - Cash discounts 5,321 5,872
-------------------------- --------------------------
NET SALES 1,811,326 2,013,996
-------------------------- --------------------------
COST OF MERCHANDISE SOLD 1,457,700 1,641,651
-------------------------- --------------------------
Gross margin 353,626 372,345
-------------------------- --------------------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 325,637 339,904
-------------------------- --------------------------
DEPRECIATION AND AMORTIZATION 17,785 16,566
-------------------------- --------------------------
Income from operations 10,204 15,875
-------------------------- --------------------------
OTHER INCOME, net 4,658 2,168
-------------------------- --------------------------
INTEREST EXPENSE 11,771 14,888
-------------------------- --------------------------
Income before provision for income taxes 3,091 3,155
-------------------------- --------------------------
PROVISION FOR INCOME TAXES
Current 515 1,407
-------------------------- --------------------------
Deferred 721 (192)
-------------------------- --------------------------
Total provision for income taxes 1,236 1,215
-------------------------- --------------------------
NET INCOME $ 1,855 $ 1,940
========================== ==========================
NET INCOME PER SHARE OF COMMON STOCK (NOTE 2) $ .31 $ .31
========================== ==========================
DIVIDENDS
Preferred - $.50 per share $ 1 $ 1
-------------------------- --------------------------
Common - $.60 per share 3,619 3,811
-------------------------- --------------------------
$ 3,620 $ 3,812
========================== ==========================
See accompanying Notes to Consolidated Financial Statements
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Dollars Stated in Thousands)
SIX MONTHS ENDED JUNE 30,
2003 2002
-------------------------- --------------------------
CASH FLOWS FROM OPERATIONS
Net Income $ 1,855 $ 1,940
-------------------------- --------------------------
Adjustments to reconcile net income
to cash provided by operations:
Depreciation and amortization 17,785 16,566
-------------------------- --------------------------
Deferred income taxes 721 (192)
-------------------------- --------------------------
Gain on sale of property (3,038) ---
-------------------------- --------------------------
Changes in assets and liabilities:
Trade receivables (45,835) 29,102
-------------------------- --------------------------
Merchandise inventory 11,405 64,215
-------------------------- --------------------------
Other current assets (6,161) 3,120
-------------------------- --------------------------
Other assets (3,635) (2,867)
-------------------------- --------------------------
Trade accounts payable 87,091 2,246
-------------------------- --------------------------
Accrued payroll and benefit costs (2,254) (13,628)
-------------------------- --------------------------
Other accrued liabilities 2,948 (5,932)
-------------------------- --------------------------
59,027 92,630
-------------------------- --------------------------
Net cash provided by operations 60,882 94,570
-------------------------- --------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property 5,065 2,409
-------------------------- --------------------------
Capital expenditures for property (40,258) (28,401)
-------------------------- --------------------------
Net cash used by investing activities (35,193) (25,992)
-------------------------- --------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in short-term borrowings --- (52,304)
-------------------------- --------------------------
Proceeds from long-term debt --- ---
-------------------------- --------------------------
Repayment of long-term debt (9,819) (15,118)
-------------------------- --------------------------
Principal payments under capital equipment leases (2,556) (2,259)
-------------------------- --------------------------
Sale of common stock 252 14,922
-------------------------- --------------------------
Purchase of treasury stock (3,639) (3,185)
-------------------------- --------------------------
Dividends paid (10,423) (10,111)
-------------------------- --------------------------
Net cash used by financing activities (26,185) (68,055)
-------------------------- --------------------------
NET INCREASE (DECREASE) IN CASH (496) 523
-------------------------- --------------------------
CASH, BEGINNING OF YEAR 20,826 10,079
-------------------------- --------------------------
CASH, END OF SECOND QUARTER $ 20,330 $ 10,602
========================== ==========================
See accompanying Notes to Consolidated Financial Statements
6
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
----------------------------------------------------------
FOR THE SIX MONTHS ENDED
------------------------
JUNE 30, 2003 AND 2002
----------------------
(Dollars Stated in Thousands)
COMMON ACCUMULATED
STOCK OTHER
COMMON PREFERRED SUBSCRIBED, RETAINED COMPREHENSIVE
STOCK STOCK UNISSUED EARNINGS INCOME (LOSS) TOTAL
------------ ------------- ----------------- -------------- ------------------- --------------
December 31, 2001 $114,424 $ 51 $ 0 $ 310,521 $ (17,504) $ 407,492
--------------
Net Income 1,940 1,940
Currency Translation Adjustments 290 290
Unrealized Gain/(Loss) from
Interest Rate Swap (net of
tax of $414) (636) (636)
--------------
Comprehensive Income 1,594
--------------
Stock Issued 14,869 14,869
Stock Redeemed (3,183) (2) (3,185)
Advance Payments 53 53
Dividends Declared (3,812) (3,812)
------------ ------------- ----------------- -------------- ------------------- --------------
June 30, 2002 $126,110 $ 49 $ 53 $ 308,649 $ (17,850) $ 417,011
============ ============= ================= ============== =================== ==============
COMMON ACCUMULATED
STOCK OTHER
COMMON PREFERRED SUBSCRIBED, RETAINED COMPREHENSIVE
STOCK STOCK UNISSUED EARNINGS INCOME (LOSS) TOTAL
------------ ------------- ----------------- -------------- ------------------- --------------
December 31, 2002 $123,272 $ 45 $ 50 $ 309,434 $ (44,958) $ 387,843
--------------
Net Income 1,855 1,855
Currency Translation Adjustments 1,554 1,554
Unrealized Gain/(Loss) from
Interest Rate Swap (net of
tax of $514) (560) (560)
--------------
Comprehensive Income 2,849
--------------
Stock Issued 256 256
Stock Redeemed (3,638) (1) (3,639)
Advance Payments (4) (4)
Dividends Declared (3,620) (3,620)
------------ ------------- ----------------- -------------- ------------------- --------------
June 30, 2003 $119,890 $ 44 $ 46 $ 307,669 $ (43,964) $ 383,685
============ ============= ================= ============== =================== ==============
See accompanying Notes to Consolidated Financial Statements
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AND OTHER INFORMATION
-----------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
Note 1
- ------
The condensed financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and the
notes thereto included in the Company's latest annual report on Form 10-K.
In the opinion of the Company, the quarterly report includes all
adjustments, consisting of normal recurring accruals, necessary for the fair
presentation of the financial statements presented. Such interim financial
information is subject to year-end adjustments and independent audit.
Results for interim periods are not necessarily indicative of
results to be expected for the full year.
Certain reclassifications of prior year presentations have been
made to conform to the 2003 presentation.
Note 2
- ------
SIX MONTHS 2003 SIX MONTHS 2002
-------------------------- -------------------------
Earnings for Six Months $ 1,855 $ 1,940
-------------------------- -------------------------
Dividends on Preferred Stock 1 1
-------------------------- -------------------------
Available for Common Stock $ 1,854 $ 1,939
-------------------------- -------------------------
Average Common Shares Outstanding 6,058,969 6,263,736
-------------------------- -------------------------
Earnings Per Share $ .31 $ .31
-------------------------- -------------------------
8
Note 3
- ------
At June 30, 2003 the Company had a $200 million accounts
receivable securitization program that expires in October 2003. The
securitization program provides for the sale of certain of the
Company's trade receivables on a revolving basis to Graybar
Commerce Corporation (GCC), a wholly owned, bankruptcy remote,
special purpose subsidiary. GCC sells an undivided interest in the
receivables to an unrelated multi-seller commercial paper conduit.
The Company accounts for the securitization as an on-balance sheet
financing arrangement because the Company has maintained effective
control of the accounts receivable through a call option that gives
GCC the unilateral right to repurchase the undivided interests.
Accordingly, the accounts receivable and related debt are included
in the accompanying consolidated balance sheets. GCC has granted a
security interest in its trade receivables to the commercial paper
conduit. There were no borrowings outstanding under the
securitization program at June 30, 2003.
Note 4
- ------
In January 2003 the Financial Accounting Standards Board
issued Interpretation No. 46, "Consolidation of Variable Interest
Entities." The interpretation requires a variable interest entity
to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's
activities or entitled to receive a majority of the entity's
residual returns, or both.
The Company has two operating lease arrangements with an
independent lessor which have provided $63,684 of off-balance sheet
financing for eight of the Company's zone distribution facilities.
Each of the agreements carries a five-year term. The Company has
the option, with the consent of the lenders to the lessor, to renew
the leases for up to two additional five-year terms or to purchase
the property for a price including the outstanding lease balance.
If the Company elects not to renew the lease or purchase the
property, or such lenders refuse to consent to a renewal, the
Company may elect to remarket the property and arrange for its sale
to a third party. The leasing structures used in these two lease
arrangements qualify as variable interest entities under
Interpretation No. 46 and the Company's interests in the variable
interest entities are required to be consolidated in the Company's
financial statements beginning in the fourth quarter of 2004. As of
June 30, 2003 the Company's maximum exposure to loss as a result of
its involvement with the two lease arrangements is $62,456, the
amount guaranteed by the Company as the residual fair value of the
property in accordance with the lease arrangements.
9
Item 2. MANAGEMENT'S DISCUSSION & ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Dollars Stated in Thousands)
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth certain information relating to the
operations of the Company expressed as a percentage of net sales:
Six Months Ended June 30: 2003 2002
---- ----
Net Sales 100.0% 100.0%
Cost of Merchandise Sold (80.5) (81.5)
---------- ----------
Gross Margin 19.5 18.5
Selling, General and Administrative Expenses (18.0) (16.9)
Depreciation and amortization (.9) (.8)
---------- ----------
Income from operations .6 .8
Other Income, net .3 .1
Interest Expense (.7) (.7)
---------- ----------
Income Before Provision for Income Taxes .2 .2
Provision for Income Taxes (.1) (.1)
---------- ----------
Net Income .1% .1%
========== ==========
Net sales in the first six months of 2003 decreased $202,670, or
10.1%, to $1,811,326 compared to $2,013,996 in the first six months of 2002.
The lower net sales resulted from the generally depressed economic
conditions that continue to be prevalent on an industry-wide basis in the
electrical and communications market sectors in which the Company operates.
The general slowdown in new construction projects and the reduction in
capital spending by commercial and industrial customers that began in 2001
has continued throughout 2002 and the first six months of 2003.
Communications market activity remains severely depressed as a result of
excess infrastructure and plant and network capacity in the marketplace.
Electrical market sales decreased 8.2% and communications market sales
decreased 16.8% when comparing the first six months of 2003 to the first six
months of 2002.
Gross margin decreased $18,719, or 5.0%, from $372,345 in the first
six months of 2002 to $353,626 in the first six months of 2003 primarily due
to the lower sales in the electrical and communications markets.
Selling, general and administrative expenses decreased $14,267, or
4.2%, when comparing the first six months of 2003 to the first six months of
2002 primarily due to reductions in the Company's employment levels which
resulted in lower salary expenses of approximately $18,000. The decrease in
these expenses was partially offset by an increase in expenses related to
the implementation of the Enterprise Resource Planning (ERP) system of
approximately $4,300. The Company expects that the decrease in employment
levels will be sustainable until such time as there is a significant growth
in sales.
Depreciation and amortization increased from $16,566 in the first
six months of 2002 to $17,785 in the first six months of 2003 primarily due
to additional amortization expenses as a result of the implementation of the
ERP system during the second quarter of 2003.
Other income, net includes gains on sale of property of $3,038 and
$0 and accounts receivable interest charges to customers of $644 and $784 in
the first six months of 2003 and the first six months of 2002, respectively.
Interest expense decreased $3,117, or 20.9%, when comparing the
first six months of 2003 to the first six months of 2002 primarily due to
lower interest rates on short-term borrowings
10
MANAGEMENT'S DISCUSSION & ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Dollars Stated in Thousands)
RESULTS OF OPERATIONS (Continued)
- ---------------------
and decreased levels of short-term borrowings required to finance lower
levels of inventory and receivables.
The combined effect of the decrease in gross margin and the
increase in other income, together with the increase in depreciation and
amortization and decreases in selling, general and administrative expenses
and interest expense, resulted in a decrease in pretax earnings of $64 in
the first six months of 2003 compared to the same period in 2002.
FINANCIAL CONDITION AND LIQUIDITY
- ---------------------------------
At June 30, 2003, current assets exceeded current liabilities by
$404,229, down $41,404 from December 31, 2002. The increase in accounts
receivable from December 31, 2002 to June 30, 2003 resulted primarily from
higher sales volume in May and June of 2003 compared to sales for November
and December of 2002. The average number of days of sales in accounts
receivable has increased slightly during the first six months of 2003.
Merchandise inventory decreased when comparing June 30, 2003 to December 31,
2002 due largely to continuing reductions in specific inventory carried to
support customer contract agreements and lower inventory levels required to
support the overall decrease in sales volume. The increase in trade accounts
payable resulted primarily from additional dating taken on supplier
payments.
The Company is converting its existing computer systems to an
Enterprise Resource Planning (ERP) system. Implementation of the new system
began in April 2003. The total project costs are expected to be
approximately $92,000. The Company is funding the project through a
combination of equipment leases and working capital. Project costs through
June 30, 2003 are approximately $89,000, of which $74,739 has been
capitalized. The Company expects that conversion to the new ERP system will
provide future benefits to its results of operations. The Company does not
have any other plans or commitments that would require significant amounts
of additional working capital.
At June 30, 2003, the Company had available to it unused lines of
credit amounting to $436,055. These lines are available to meet short-term
cash requirements of the Company. Short-term borrowings outstanding during
2003 through June 30 ranged from a minimum of $0 to a maximum of $162,539.
The Company has funded its capital requirements from operations,
stock issuances to its employees and long-term debt. During the first six
months of 2003, cash provided by operations amounted to $60,882 compared to
$94,570 cash provided by operations in the first six months of 2002. Cash
provided from the sale of common stock and proceeds received on stock
subscriptions amounted to $252 in the first six months of 2003. Additional
cash of approximately $250 will be provided in the remainder of 2003 as a
result of payments to be made for stock subscribed to by employees under the
2001 Common Stock Purchase Plan.
11
FINANCIAL CONDITION AND LIQUIDITY (Continued)
- ---------------------------------------------
Capital expenditures for property for the six-month periods ended
June 30, 2003 and 2002 were $40,258 and $28,401, respectively. Purchases of
treasury stock for the six-month periods ended June 30, 2003 and 2002 were
$3,639 and $3,185, respectively. Dividends paid for the six-month periods
ended June 30, 2003 and 2002 were $10,423 and $10,111, respectively.
Item 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
-----------------------------
There have been no material changes in the policies, procedures,
controls or risk profile from that provided in the Company's Annual Report
on Form 10-K for the year ended December 31, 2002.
Item 4. CONTROLS AND PROCEDURES
-----------------------
An evaluation was performed under the supervision and with the
participation of the Company's management of the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of June
30, 2003. Based on that evaluation, the Company's management, including the
Chief Executive Officer and Chief Financial Officer, concluded that the
Company's disclosure controls and procedures were effective to ensure that
information required to be disclosed in the reports filed or submitted by
the Company under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms. On April 1, 2003, the Company implemented the
first phase of its conversion to a new ERP platform. In connection
therewith, certain of the Company's disclosure controls and procedures have
been modified at certain locations to reflect the new system environment.
12
PART II: OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders occurred on June 12, 2003.
All of the nominees named in the Information Statement filed with the
Commission and mailed to shareholders in accordance with the provisions
of Regulation 14-C were elected. The names of the nominees elected
follow; all received 5,730,075 votes, no negative votes were cast.
1. R. A. Cole
2. D. E. DeSousa
3. T. F. Dowd
4. L. R. Giglio
5. T. S. Gurganous
6. J. H. Hinshaw
7. G. D. Hodges
8. J. C. Loff
9. R. D. Offenbacher
10. R. A. Reynolds, Jr.
11. K. B. Sparks
12. C. R. Udell
13. J. F. Van Pelt
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits furnished in accordance with provisions of Item 601 of
Regulation S-K.
(10) Material Contracts
10.1 - Receivables Sale Agreement, dated June 30, 2000, between
Graybar Electric Company, Inc. and Graybar Commerce
Corporation.
10.2 - Receivables Purchase Agreement, dated June 30, 2000,
among Graybar Commerce Corporation, as Seller, Graybar
Electric Company, Inc., as Servicer, Falcon Asset
Securitization Corporation and Bank One, NA, as Agent,
and other financial institutions named therein;
Amendments to Receivables Purchase Agreement dated
January 1, 2001, June 22, 2001, August 29, 2001, October
26, 2001, December 31, 2001, October 23, 2002, and
December 23, 2002.
10.3 - Five Year, $205 million, Credit Agreement, dated
July 30, 1999, among Graybar Electric Company, Inc.,
First Union National Bank, as Agent, and other banks
named therein; Amendment to Five Year Credit Agreement
dated May 12, 2000.
13
(31) Rule 13a-14(a)/15d-14(a) Certifications
31.1 - Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 - Principal Executive Officer.
31.2 - Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 - Principal Financial Officer.
(32) Section 1350 Certifications
32.1 - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
Principal Executive Officer.
32.2 - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
Principal Financial Officer.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the quarter for
which this report is filed.
14
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
August 13, 2003 GRAYBAR ELECTRIC COMPANY, INC.
---------------------
(Date)
/S/ R. A. REYNOLDS, JR.
---------------------------------------
R. A. REYNOLDS, JR.
PRESIDENT AND
PRINCIPAL EXECUTIVE OFFICER
/S/ J. H. HINSHAW
---------------------------------------
J. H. HINSHAW
SENIOR VICE PRESIDENT AND
PRINCIPAL FINANCIAL OFFICER
/S/ J. H. KIPPER
---------------------------------------
J. H. KIPPER
VICE PRESIDENT
AND COMPTROLLER
15
EXHIBIT INDEX
10.1 - Receivables Sale Agreement, dated June 30, 2000, between Graybar
Electric Company, Inc. and Graybar Commerce Corporation.
10.2 - Receivables Purchase Agreement, dated June 30, 2000, among Graybar
Commerce Corporation, as Seller, Graybar Electric Company, Inc., as
Servicer, Falcon Asset Securitization Corporation and Bank One, NA,
as Agent, and other financial institutions named therein; Amendments
to Receivables Purchase Agreement dated January 1, 2001, June 22,
2001, August 29, 2001, October 26, 2001,
December 31, 2001, October 23, 2002, and December 23, 2002.
10.3 - Five Year, $205 million, Credit Agreement, dated July 30,
1999, among Graybar Electric Company, Inc., First Union National
Bank, as Agent, and other banks named therein; Amendment to Five Year
Credit Agreement dated May 12, 2000.
31.1 - Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 - Principal Executive Officer.
31.2 - Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 - Principal Financial Officer.
32.1 - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 - Principal Executive
Officer.
32.2 - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 - Principal Financial
Officer.
16