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CONFORMED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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 (IRS Employer
incorporation or organization) Identification No.)
34 NORTH MERAMEC AVENUE, ST. LOUIS, MISSOURI 63105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 573-9200
Securities registered pursuant to Section 12(b) of the Act: None
------
Securities registered pursuant to Section 12(g) of the Act:
Preferred Stock - Par Value $20
Common Stock - Par Value $1 Per Share with a Stated Value of $20
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, and (2) has been
subject to such filing requirements for the past 90 days.
Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Paragraph 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X)
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)
The aggregate stated value of the Common Stock beneficially owned
with respect to rights of disposition by persons who are not affiliates (as
defined in Rule 405 under the Securities Act of 1933) of the registrant on
June 30, 2003, was approximately $118,596,700. Pursuant to a Voting Trust
Agreement, dated as of April 1, 1997, approximately 95% of the outstanding
shares of Common Stock are held of record by five Voting Trustees who are
each directors and officers of the registrant and who collectively exercise
the voting rights with respect to such shares. The registrant is 100% owned
by its active and retired employees, and there is no public trading market
for the registrant's Common Stock. See Item 5 of this Annual Report on
Form 10-K.
The number of shares of Common Stock oustanding at March 26, 2004 was
5,797,228.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the documents listed below have been incorporated by
reference into the indicated Part of this Annual Report on Form 10-K:
(1) Annual Report to Shareholders for the fiscal year ended December
31, 2003 - Part II, Items 5-8.
(2) Information Statement relating to the 2004 Annual Meeting of
Shareholders - Part III, Items 10-14.
PART I
------
Item 1. Business
- ------ --------
Graybar Electric Company, Inc. (the "Company") is engaged
internationally in the distribution of electrical, telecommunications and
networking products and the provision of related supply chain management and
logistics services, primarily to contractors, industrial plants, telephone
companies, power utilities, and commercial users. All products sold by the
Company are purchased by the Company from others.
The Company was incorporated under the laws of the State of New
York on December 11, 1925 to take over the wholesale supply department of
Western Electric Company, Incorporated. The location and telephone number of
the principal executive offices of the Company are 34 North Meramec Avenue,
St. Louis, Missouri 63105, (314) 573-9200.
The Company's filings with the United States Securities and
Exchange Commission, including its annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports, are accessible free of charge at www.graybar.com within the "About
Us" page under "SEC Filings."
Suppliers
- ---------
The Company acts as a distributor of approximately 1.4 million
products (stockkeeping units) of more than 4,600 manufacturers. The
relationship of the Company with a number of its principal suppliers goes
back many years. It is customarily a nonexclusive national or regional
distributorship, terminable upon 30 to 90 days notice by either party.
During 2003, the Company purchased approximately 46% of the
products it distributes from its top 25 suppliers. However, the Company
generally deals with more than one supplier for any product category and
there are alternative sources of comparable products available for all
product categories.
Products Distributed
- --------------------
The Company stocks more than 150,000 of the products it
distributes and, therefore, is able to supply its customers locally with a
wide variety of electrical, telecommunications and networking products. The
products distributed by the Company consist primarily of wire, cable,
conduit, wiring devices, tools, motor controls, transformers, lamps,
lighting fixtures and hardware, power transmission equipment, telephone
station apparatus, key systems, PBXs, data products for local area networks
or wide area networks, fiber optic
2
products, and CATV products. These products are sold to customers such as
contractors (both industrial and residential), industrial plants, telephone
companies, private and public utilities, and commercial users.
On December 31, 2003 and 2002, the Company had orders on hand
which totaled approximately $349,479,000 and $305,541,000, respectively. The
increase from 2002 to 2003 reflects the generally improving economic
conditions that are prevalent on an industry-wide basis in the electrical
and communications markets in which the Company operates. The market for
electrical products has been affected by increased capital spending by
manufacturing and commercial customers for both new construction projects
and maintenance. In the communications industry, the dramatic decreases in
spending that occurred in 2001 and 2002 have been followed by a more stable
market environment in 2003, particularly during the second half of the year.
The Company expects that approximately 85% of the orders on hand at December
31, 2003 will be filled within the twelve-month period ending December 31,
2004. Generally, orders placed by customers and accepted by the Company have
resulted in sales. However, customers from time to time request
cancellation, and the Company has historically allowed such cancellations.
Marketing
- ---------
The Company sells its products through a network of distribution
facilities located in 13 geographical districts throughout the United
States. In each district the Company maintains a main distribution facility
and a number of branch distribution facilities, each of which carries an
inventory of supply materials and operates as a wholesale distributor for
the territory in which it is located. The main distribution facility in each
district carries a substantially larger inventory than the branch facilities
so that the branch facilities can call upon the main distribution facility
for additional items of inventory. In addition, the Company maintains 14
zone warehouses with both standard and specialized inventory products. The
zone warehouses replenish the inventories carried at the distribution
facilities and make shipments directly to customers. The Company has
subsidiary operations with distribution facilities located in Puerto Rico,
Mexico and Canada.
3
The distribution facilities operated by the Company are shown in
the following table:
Number of Branch
Location of Main Distribution
Distribution Facility Facilities in District Zone Warehouses
- --------------------- ---------------------- ---------------
Boston, MA 10 Austell, GA
City of Industry, CA 20 Charlotte, NC
Dallas, TX 13 Cranbury, NJ
Glendale Heights, IL 20 Fresno, CA
Minneapolis, MN 17 Hamilton, OH
New York, NY 14 Joliet, IL
Norcross, GA 19 Puyallup, WA
Phoenix, AZ 9 Richmond, VA
Pittsburgh, PA 19 Rogers, MN
Richmond, VA 16 Springfield, MO
Seattle, WA 10 Stafford, TX
St. Louis, MO 13 Tampa, FL
Tampa, FL 18 Taunton, MA
Youngstown, OH
Number of
---------
Distribution
------------
Facilities
----------
Graybar International, Inc.
---------------------------
Puerto Rico 1
Graybar Electric Canada, Ltd.
-----------------------------
Canada 25
Graybar de Mexico, S. de R.L. de C.V.
-------------------------------------
Mexico City, Mexico 1
Where the specialized nature or size of a particular shipment
warrants, the Company has products shipped directly from its suppliers to
the place of use, while in other cases orders are filled from the Company's
inventory. On a dollar volume basis, approximately 61% of the orders are
filled from the Company's inventory and the remainder are shipped directly
from the supplier to the place of use. The Company generally finances its
inventory through collections of accounts receivable and accounts payable
terms with its suppliers. The Company's short-term borrowing facilities may
be used to finance inventory as needed. Currently, the Company does not use
long-term borrowings for inventory financing. No inventory is pledged as
collateral for any borrowings.
The Company distributes its products to more than 170,000
customers, which fall into six general classes. The following list shows the
estimated percentage of the Company's total sales for each of the last three
years, attributable to each of these classes:
4
CLASS OF CUSTOMERS PERCENTAGE OF SALES
------------------ -------------------
2003 2002 2001
----------------- ----------------- -----------------
Electrical Contractors 41.5% 41.5% 37.6%
Commercial & Industrial 22.1 22.4 21.1
Telecommunication Companies 22.6 24.5 31.6
Private and Public Power Utilities 4.0 4.0 3.4
International 4.7 3.2 2.9
Other 5.1 4.4 3.4
----------------- ----------------- -----------------
100.0% 100.0% 100.0%
================= ================= =================
At December 31, 2003, the Company employed approximately 2,800
persons in sales capacities. Approximately 1,300 of these sales personnel
were sales representatives who work in the field making sales to customers
at the work site. The remainder of the sales personnel were sales and
marketing managers, and telemarketing, advertising, quotation, counter and
clerical personnel.
Competition
- -----------
The Company believes that it is one of the three largest
distributors of electrical and comm/data products in the United States. The
field is highly competitive, and the Company estimates that the three
largest distributors account for only a small portion of the total market,
with the balance of the market being accounted for by several thousand
independent distributors and manufacturers operating on a local, state-wide
or regional basis.
While price is an important consideration, the Company believes
that it is the service that it is able to offer -- the ability to quickly
supply its customers with a broad range of electrical, telecommunications
and networking products through conveniently located distribution facilities
- -- that distinguishes it from most of its competitors, whether they are also
distributors or are manufacturers selling direct. The Company's pricing
structure for the products it sells reflects the costs associated with the
services that it provides and its prices are generally competitive. However,
if a customer is not looking for one supplier for a wide range of products
and does not require prompt delivery or other services, a competitor that
has not incurred those costs may be in a position to offer a better price.
5
Foreign Sales
- -------------
Sales by the Company to customers in foreign countries accounted
for approximately five percent of consolidated revenues in 2003 and
approximately three percent in both 2002 and 2001. Export activities are
handled from Company facilities in Texas and California. In addition,
subsidiaries of the Company have operations in Canada and Mexico. Long-lived
assets located outside the United States represented less than one percent
of the Company's consolidated assets at the end of each of the last three
years. The Company does not have significant foreign currency exposure and
does not believe there are any other significant risks attendant to its
limited foreign operations.
Employees
- ---------
At December 31, 2003, the Company employed approximately 7,900
persons on a full-time basis. Approximately 165 of these persons were
covered by union contracts. The Company has not had a material work stoppage
and considers its relations with its employees to be good.
Item 2. Properties
- ------ ----------
As of December 31, 2003, the Company has 14 zone warehouses,
ranging in size from approximately 140,000 to 300,000 square feet. See Note
7 of Notes to Consolidated Financial Statements for a discussion of the
off-balance sheet operating lease agreements with an independent lessor that
have been used to fund the acquisition and, in some cases, construction, of
eight of the zone warehouses. Of the remaining six zone warehouses, one is
owned and the rest are leased, with the remaining lease terms ranging from
approximately 1 to 8 years.
At December 31, 2003, the Company operated in 13 geographical
districts in the United States, each of which maintains a main distribution
facility that consists primarily of warehouse space (ranging from
approximately 50,000 to 140,000 square feet). A small portion of the space
in each of the main distribution facilities is used for offices. All of
these were owned by the Company. Each district has a number of branch
distribution facilities consisting of warehouse and office space. The number
of branches in a district varies from 9 to 20 and totals 198. The branch
facilities range in size from approximately 4,000 square feet to 100,000
square feet, with the average being approximately 26,000 square feet. The
Company owns 110 of the branch facilities and leases 88. The leases of the
branch facilities are for varying terms, with the majority having a
remaining term of less than five years.
6
As of December 31, 2003, the Company has a 22,000 square foot
leased facility in Puerto Rico and an 18,000 square foot leased facility in
Mexico. In Canada, the Company has 25 distribution facilities, of which 9
are owned and 16 are leased, ranging in size from approximately 8,000 to
60,000 square feet.
The Company's headquarters are located in St. Louis, Missouri in
a 93,000 square foot building owned by the Company. The Company also leases
a 200,000 square foot operations and administration center in St. Louis,
Missouri. The Company has an option to purchase this facility at the
expiration of the lease in 2021.
As of December 31, 2003, approximately $9.7 million in debt of
the Company was secured by mortgages on 12 buildings. Five of these
facilities are subject to a first mortgage securing a 9.23% note, of `which
$5.5 million in principal amount remains outstanding. Six of these
facilities are subject to first mortgages securing variable rate notes, of
which $.9 million in principal remains outstanding. A facility in Kitchener,
Ontario, Canada is subject to a first mortgage securing a 7.95% note, of
which $3.3 million in principal remains outstanding.
Item 3. Legal Proceedings
- ------ -----------------
There are presently no pending legal proceedings that are
expected to have a material impact on the Company or its subsidiaries.
Item 4. Submission of Matters to a Vote of Security Holders
- ------ ---------------------------------------------------
No matter was submitted to a vote of shareholders during the
fourth quarter of the fiscal year covered by this Annual Report on Form 10-K.
Executive Officers of the Registrant
- ------------------------------------
Certain information with respect to the executive officers of the
Company is set forth in Item 10 of this Annual Report on Form 10-K.
7
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder
- ------ --------------------------------------------------------------
Matters and Issuer Purchases of Equity Securities
-------------------------------------------------
The Company is 100% owned by its active and retired employees,
and there is no public trading market for its Common Stock, par value $1 per
share with a stated value of $20 per share. Since 1928, substantially all of
the issued and outstanding shares of Common Stock have been held of record
by voting trustees under successive voting trust agreements. Under
applicable state law, a voting trust may not have a term greater than ten
years. At December 31, 2003, approximately 95% of the Common Stock was held
in a Voting Trust that expires by its terms on March 31, 2007. The
participation of shareholders in a voting trust is voluntary at the time the
voting trust is created but is irrevocable during its term. Shareholders who
elect not to participate in a newly formed voting trust hold their Common
Stock as the shareholders of record.
No shareholder may sell, transfer or otherwise dispose of shares
of Common Stock (or the Voting Trust Certificates issued with respect
thereto) without first offering the Company the option to purchase such
shares (or Voting Trust Certificates) at the price at which the shares were
issued. The Company also has the option to purchase at the issue price the
Common Stock (or Voting Trust Certificates) of any holder who dies or ceases
to be an employee of the Company for any cause other than retirement on a
Company pension. In the past all shares issued by the Company have been
issued at $20 per share, and the Company has always exercised its repurchase
option, and expects to continue to do so. In the months of October, November
and December 2003 the Company purchased 11,642, 13,964 and 28,343 shares,
respectively, at the issue price of $20 per share.
The information as to number of holders of Common Stock and
frequency and amount of dividends, required to be included pursuant to this
Item 5, is included under the captions "Capital Stock Data" and "Dividend
Data" on page 1 of the Company's Annual Report to Shareholders for the year
ended December 31, 2003, (the "2003 Annual Report") furnished to the
Securities and Exchange Commission (the "Commission") pursuant to Rule 14c-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and such information is incorporated herein by reference.
8
Item 6. Selected Financial Data
- ------ -----------------------
The selected financial data for the Company as of December 31,
2003 and for the five years then ended, which is required to be included
pursuant to this Item 6, is included under the caption "Selected
Consolidated Financial Data" on page 15 of the 2003 Annual Report and is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------ ---------------------------------------------------------------
Results of Operations
---------------------
Management's discussion and analysis required to be included
pursuant to this Item 7 is included under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 16 through 19 of the 2003 Annual Report and is incorporated herein by
reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- ------- ----------------------------------------------------------
The Company's interest expense is sensitive to changes in the
general level of interest rates. Changes in interest rates have different
impacts on the fixed-rate and variable-rate portions of the Company's debt
portfolio. A change in interest rates on the fixed-rate portion of the debt
portfolio impacts the fair value of the financial instrument but has no
impact on interest incurred or cash flows. A change in interest rates on the
variable-rate portion of the debt portfolio impacts the interest incurred
and cash flows but does not impact the fair value of the financial
instrument. To mitigate the cash flow impact of interest rate fluctuations,
the Company generally maintains a significant portion of its debt as fixed
rate in nature by borrowing on a long-term basis.
The following table provides information about financial
instruments that are sensitive to changes in interest rates. The table
presents principal cash flows and related weighted-average interest rates by
expected maturity dates.
Fair
Market
There- Value
2004 2005 2006 2007 2008 after Total 12/31/03
---- ---- ---- ---- ---- ------- ----- --------
Long-term debt principal
payments by expected maturity
dates, including current
portion -
Fixed-rate debt(A) 22,872 48,750 31,782 31,725 31,728 110,396 277,253 278,947
Average interest rate 7.19% 7.37% 7.15% 7.15% 7.15% 7.06%
Short-term variable-
rate borrowings 0 0 0
Average interest rate
(A) Dollars stated in thousands
9
The fair value of long-term debt is estimated by discounting cash
flows using current borrowing rates available for debt of similar
maturities.
In September 2000 the Company entered into a swap agreement to
manage interest rates on amounts due under certain operating leases. The
agreement, which expires in July 2013, is based on a notional amount of
$28.7 million. The agreement calls for an exchange of interest payments with
the Company being paid a London Interbank Offered Rate (LIBOR) floating
rate, and paying a fixed rate of 6.92%. There is no exchange of the notional
amount upon which the payments are based. The fair value of the agreement at
December 31, 2003 was $(5,937,000). The negative value of this agreement
reflects the low interest rates generally.
Foreign Exchange Rate Risk
--------------------------
The Company conducts business in several foreign countries
including Canada and Mexico. Exposure from foreign currency exchange rate
fluctuations is not material.
Item 8. Financial Statements and Supplementary Data
- ------ -------------------------------------------
The financial statements and Report of Independent Auditors
required by this Item 8 are listed in Item 15(a)(1) of this Annual Report on
Form 10-K under the caption "Index to Financial Statements." Such financial
statements specifically referenced from the 2003 Annual Report in such list
are incorporated herein by reference.
Selected quarterly financial data for the years ended December
31, 2003 and 2002 required by Item 302(a) is included in Note 10 -
"Quarterly Financial Information (Unaudited)" to the consolidated financial
statements on page 29 of the 2003 Annual Report and is incorporated herein
by reference.
There is no other supplementary financial information required by
this item that is applicable to the Company.
10
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------ ---------------------------------------------------------------
Financial Disclosure
--------------------
None.
Item 9A. 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
December 31, 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
began implementation of the first phase of its conversion to a new ERP platform
and continued rollout and implementation to various locations throughout 2003.
In connection therewith, certain of the Company's disclosure controls and
procedures have been modified at certain locations to reflect the new system
environment.
11
PART III
Item 10. Directors and Executive Officers of the Registrant
- ------- --------------------------------------------------
The information with respect to the directors of the Company
required to be included pursuant to this Item 10 will be included under the
caption "Directors -- Nominees for Election as Directors" and "Directors
- --Committees" in the Company's Information Statement relating to the 2004
Annual Meeting (the "Information Statement"), to be filed with the
Commission pursuant to Rule 14c-5 under the Exchange Act, and is
incorporated herein by reference.
The following directors are also executive officers of the Company:
D. B. D'Alessandro, D. E. DeSousa, T. F. Dowd, L. R. Giglio, J. H. Hinshaw,
K. M. Mazzarella, R. D. Offenbacher and R. A. Reynolds, Jr. Information
regarding the other executive officers appears below. All executive officers
are elected annually.
Name Age Business experience last five years
- ---- --- -----------------------------------
J. H. Kipper 51 Employed by Company in 1974; Assistant Controller 1989 to 1999;
Vice President and Controller 1999 to present.
J. N. Reed 47 Employed by Company in 1980; Assistant to Treasurer 1993 to 2001;
Vice President and Treasurer 2000 to present.
The information with respect to audit committee financial experts
required to be included pursuant to this Item 10 will be included under the
caption "Directors -- Committees" in the Company's Information Statement and
is incorporated herein by reference.
The Company has adopted a code of ethics that applies
specifically to the principal executive officer, principal financial officer
and principal accounting officer and controller. This code of ethics is
appended to the Company's business conduct guidelines for all employees. The
business conduct guidelines and specific code for "Covered Officers" may be
accessed at the "About Us" page under "Code of Ethics" at the Company's
website at www.graybar.com and is also available in print without charge
upon written request addressed to the Secretary of the Company at its
principal executive offices.
12
Item 11. Executive Compensation
- ------- ----------------------
The information with respect to executive compensation required
to be included pursuant to this Item 11 will be included under the caption
"Executive Compensation" in the Information Statement and is incorporated
herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- ------- --------------------------------------------------------------
The information with respect to the security ownership of
beneficial owners of more than 5% of the Common Stock and directors and
executive officers of the Company, which is required to be included pursuant
to this Item 12, will be included under the captions "Beneficial Ownership
of More Than 5% of the Outstanding Common Stock" and "Beneficial Ownership
of Management" in the Information Statement and is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions
- ------- ----------------------------------------------
At the date of this report, there are no reportable transactions,
business relationships or indebtedness of the type required to be included
pursuant to this Item 13 between the Company and the beneficial owners of
more than 5% of the Common Stock, the directors or nominees for director of
the Company, the executive officers of the Company or the members of the
immediate families of such individuals. If there is any change in that
regard prior to the filing of the Information Statement, such information
will be included under the caption "Directors" in the Information Statement
and shall be incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
- ------- --------------------------------------
The information with respect to principal accountant fees and
services required to be included pursuant to this Item 14 will be included
under the caption "Relationship with Independent Auditors" in the Company's
Information Statement and is incorporated herein by reference.
13
PART IV
-------
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- ------- ----------------------------------------------------------------
(a) Documents filed as part of this report:
--------------------------------------
The following financial statements and Report of Independent
Auditors are included on the indicated pages in the 2003 Annual
Report and are incorporated by reference in this Annual Report
on Form 10-K:
1. Index to Financial Statements
-----------------------------
(i) Consolidated Statements of Income and Retained
Earnings for each of the three years ended
December 31, 2003 (page 20).
(ii) Consolidated Balance Sheets, as of December 31,
2003 and December 31, 2002 (page 21).
(iii) Consolidated Statements of Cash Flows for each
of the three years ended December 31, 2003 (page
22).
(iv) Consolidated Statements of Changes in
Shareholders' Equity for each of the three years
ended December 31, 2003 (page 23).
(v) Notes to Consolidated Financial Statements (pages
24 to 29).
(vi) Report of Independent Auditors (page 30).
2. Index to Financial Schedule
---------------------------
The following schedule to the financial statements for
each of the three years ended December 31, 2003 is included on the indicated
page in this Annual Report on Form 10-K:
(i) Schedule II. Valuation and Qualifying Accounts
(page 19).
All schedules other than those indicated above are omitted
because of the absence of the conditions under which they are required or
because the required information is set forth in the financial statements
and the accompanying notes thereto.
3. Exhibits
--------
The following exhibits required to be filed as part of this
Annual Report on Form 10-K have been included:
(3) Articles of incorporation and by-laws
(i) Restated Certificate of Incorporation, as
amended, filed as Exhibit 4(i) to the Company's
Registration Statement on Form S-1 (Registration
No. 333-15761) and incorporated herein by
reference.
14
(ii) By-laws as amended through July 25, 2000 filed as
Exhibit 3(ii) to the Company's Quarterly Report
on Form 10-Q for the period ended September 30,
2000 (Commission File No. 0-255) and incorporated
herein by reference.
(4)and(9) Voting Trust Agreements
Voting Trust Agreement dated as of April
1, 1997, attached as Annex A to the Prospectus,
dated January 21, 1997, constituting a part of
the Company's Registration Statement on Form S-1
(Registration No. 333-15761) and incorporated
herein by reference.
The Company hereby agrees to furnish to
the Commission upon request a copy of each
instrument omitted pursuant to Item
601(b)(4)(iii)(A) of Regulation S-K.
(10) Material contracts.
(i) Management Incentive Plan, filed as Exhibit
4(a)(1) to the Annual Report on Form 10-K for
the year ended December 31, 1972 (Commission
File No. 0-255), as amended by the Amendment
effective January 1, 1974, filed as Exhibit
13-c to the Registration Statement on Form S-1
(Registration No. 2-51832), the Amendment
effective January 1, 1977, filed as Exhibit
13(d) to the Registration Statement on Form S-1
(Registration No. 2-59744), and the Amendment
effective January 1, 1980, filed as Exhibit
5(f) to the Registration Statement on Form S-7
(Registration No. 2-68938) and incorporated
herein by reference.*
(ii) Form of Deferral Agreement entered into between
the Company and certain employees, filed as
Exhibit 10(ii) to the Company's Annual Report
on Form 10-K for the year ended December 31,
2002 and incorporated herein by reference.*
(iii) Form of Supplemental Benefit Plan covering
certain employees, filed as Exhibit 10(iii) to
the Company's Annual Report on Form 10-K for
the year ended December 31, 2002 and
incorporated herein by reference.*
(iv) Receivables Sale Agreement, dated June 30,
2000, between Graybar Electric Company, Inc.
and Graybar Commerce Corporation filed as
Exhibit 10.1 to the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 2003
(Commission File No. 0-255) and incorporated
herein by reference.
(v) 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, filed
as Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the period ended June
30, 2003 (Commission File No. 0-255) and
incorporated herein by reference.
(vi) 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, filed as Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the period
ended June 30, 2003 (Commission File No. 0-255)
and incorporated herein by reference.
*Compensation arrangement
15
(13) Annual Report to Shareholders for 2003 (except for
those portions which are expressly incorporated by
reference in this Annual Report on Form 10-K, this
exhibit is furnished for the information of the
Commission and is not deemed to be filed as part of
this Annual Report on Form 10-K).
(21) List of subsidiaries of the Company.
(23) Independent Auditors' Consent of Ernst and Young LLP.
(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.
(b) Reports on Form 8-K:
-------------------
No reports on Form 8-K were filed during the last quarter of
the Company's fiscal year ended December 31, 2003.
16
SIGNATURES
----------
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Company has duly caused this Annual Report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized, as of the 26th day of March, 2004.
GRAYBAR ELECTRIC COMPANY, INC.
By /S/ R. A. REYNOLDS, JR.
-------------------------------------------
(R. A. Reynolds, Jr., Chairman of the Board
and President)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report on Form 10-K has been signed below by the following
persons on behalf of the Company, in the capacities indicated, on March 26,
2004.
/S/ R. A. REYNOLDS, JR. Director, Chairman of
- -------------------------------- the Board and President
(R. A. Reynolds, Jr.) (Principal Executive Officer)
/S/ J. H. HINSHAW Director
- -------------------------------- (Principal Financial Officer)
(J. H. Hinshaw)
/S/ R. A. COLE Director
- --------------------------------
(R. A. Cole)
/S/ D. B. D'ALESSANDRO Director
- --------------------------------
(D. B. D'Alessandro)
/S/ D. E. DeSOUSA Director
- --------------------------------
(D. E. DeSousa)
/S/ T. F. DOWD Director
- --------------------------------
(T. F. Dowd)
/S/ L. R. GIGLIO Director
- --------------------------------
(L. R. Giglio)
/S/ T. S. GURGANOUS Director
- --------------------------------
(T. S. Gurganous)
/S/ G. D. HODGES Director
- --------------------------------
(G. D. Hodges)
17
/S/ J. C. LOFF Director
- --------------------------------
(J. C. Loff)
/S/ K. M. MAZZARELLA Director
- --------------------------------
(K. M. Mazzarella)
/S/ R. D. OFFENBACHER Director
- --------------------------------
(R. D. Offenbacher)
/S/ K. B. SPARKS Director
- --------------------------------
(K. B. Sparks)
18
GRAYBAR ELECTRIC COMPANY, INC. AND SUBSIDIARIES
-----------------------------------------------
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
---------------------------------------------
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Balance at Additions Balance
Beginning Charged to at End
of Period Income Deductions of Period
---------- ---------- ---------- ---------
Description
-----------
FOR THE YEAR ENDED DECEMBER 31, 2003:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $5,619,000 $ 7,352,000 $ 6,506,000(1) $6,465,000
Allowance for cash discounts 688,000 10,866,000 10,820,000(2) 734,000
---------- ----------- ----------- ----------
Total $6,307,000 $18,218,000 $17,326,000 $7,199,000
========== =========== =========== ==========
FOR THE YEAR ENDED DECEMBER 31, 2002:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $7,955,000 $ 5,512,000 $ 7,848,000(1) $5,619,000
Allowance for cash discounts 679,000 12,071,000 12,062,000(2) 688,000
---------- ----------- ----------- ----------
Total $8,634,000 $17,583,000 $19,910,000 $6,307,000
========== =========== =========== ==========
FOR THE YEAR ENDED DECEMBER 31, 2001:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $8,634,000 $ 5,486,000 $ 6,165,000(1) $7,955,000
Allowance for cash discounts 777,000 13,282,000 13,380,000(2) 679,000
---------- ----------- ----------- ----------
Total $9,411,000 $18,768,000 $19,545,000 $8,634,000
========== =========== =========== ==========
(1) Amount of trade receivables written off against the reserve provided.
(2) Discounts allowed to customers.
19
INDEX TO EXHIBITS
-----------------
Exhibits
--------
(3) Articles of incorporation and by-laws.
(i) Restated Certificate of Incorporation, as amended, filed as
Exhibit 4(i) to the Company's Registration Statement on Form S-1
(Registration No. 333-15761) and incorporated herein by reference.
(ii) By-laws as amended through July 25, 2000 filed as Exhibit
3(ii) to the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 2000 (Commission File No. 0-255) and
incorporated herein by reference.
(4)and(9) Voting Trust Agreements
Voting Trust Agreement dated as of April 1, 1997,
attached as Annex A to the Prospectus, dated January 21,
1997, constituting a part of the Company's Registration
Statement on Form S-1 (Registration No. 333-15761) and
incorporated herein by reference.
(10) Material contracts.
(i) Management Incentive Plan, filed as Exhibit 4(a)(1) to
the Annual Report on Form 10-K for the year ended December
31, 1972 (Commission File No. 0-255), as amended by the
Amendment effective January 1, 1974, filed as Exhibit 13-c
to the Registration Statement on Form S-1 (Registration No.
2-51832), the Amendment effective January 1, 1977, filed as
Exhibit 13(d) to the Registration Statement on Form S-1
(Registration No. 2-59744), and the Amendment effective
January 1, 1980, filed as Exhibit 5(f) to the Registration
Statement on Form S-7 (Registration No. 2-68938) and
incorporated herein by reference.*
(ii) Form of Deferral Agreement entered into between the
Company and certain employees, filed as Exhibit 10(ii) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 2002 and incorporated herein by reference.*
(iii) Form of Supplemental Benefit Plan covering certain
employees, filed as Exhibit 10(iii) to the Company's Annual
Report on Form 10-K for the year ended December 31, 2002 and
incorporated herein by reference.*
(iv) Receivables Sale Agreement, dated June 30, 2000,
between Graybar Electric Company, Inc. and Graybar Commerce
Corporation filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 2003
(Commission File No. 0-255) and incorporated herein by
reference.
(v) 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, filed as
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 2003 (Commission File No.
0-255) and incorporated herein by reference.
(vi) 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,
filed as Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 2003 (Commission
File No. 0-255) and incorporated herein by reference.
*Compensation arrangement
20
(13) Annual Report to Shareholders for 2003 (except for those
portions which are expressly incorporated by reference in
this Annual Report on Form 10-K, this exhibit is furnished
for the information of the Commission and is not deemed to
be filed as part of this Annual Report on Form 10-K)
(21) List of subsidiaries of the Company.
(23) Independent Auditors' Consent of Ernst & Young LLP.
(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.
21