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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, 2004.
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 (IRS Employer
of 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:
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, 2004, was approximately $112,808,880. 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 outstanding at March 28, 2005
was 5,580,372.
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, 2004 - Part II, Items 5-8.
(2) Information Statement relating to the 2005 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 1.2 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 2004, the Company purchased approximately 47% 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, 2004 and 2003, the Company had orders on hand that
totaled approximately $420,019,000 and $349,479,000, respectively. The
increase from 2003 to 2004 reflects the generally improved economic
conditions in the electrical and communications markets in which the
Company operates. The market for electrical products has been affected
by the general increase in new construction projects along with
increased spending by commercial and industrial customers. 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 and 2004. The Company expects that approximately
85% of the orders on hand at December 31, 2004 will be filled within the
twelve-month period ending December 31, 2005. 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 at December
31, 2004 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 14 Cranbury, NJ
Glendale Heights, IL 18 Fresno, CA
Minneapolis, MN 17 Hamilton, OH
New York, NY 13 Joliet, IL
Norcross, GA 20 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 19 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 59% of the
orders were filled from the Company's inventory in 2004 and the
remainder were 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 are 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 three principal 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
------------------ -------------------
2004 2003 2002
------ ------ ------
Electrical Contractors 44.5% 41.5% 41.5%
Commercial & Industrial 21.5 22.1 22.4
Voice and Data Communications 21.3 22.6 24.5
At December 31, 2004, 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 operating on a local, state-wide or
regional basis and manufacturers who sell their products directly to end
users.
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 2004 and 2003
and approximately three percent in 2002. Export activities are handled
from Company facilities in Texas and California. In addition,
subsidiaries of the Company have operations in Canada, Puerto Rico 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, 2004, the Company employed approximately 7,700
persons on a full-time basis. Approximately 135 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, 2004, 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 4 to 7 years.
At December 31, 2004, 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 for all districts. The branch facilities range in size
from approximately 4,000 square feet to 100,000 square feet, with the
average being approximately 29,000 square feet. The Company owns 111 of
the branch facilities and leases 87. 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, 2004, the Company has a 22,000 square foot
leased facility in Puerto Rico and a 4,000 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, 2004, approximately $6.8 million in debt of the
Company was secured by mortgages on 11 buildings. Five of these
facilities are subject to a first mortgage securing a 9.23% note, of
which $2.7 million in principal amount remains outstanding. Five of
these facilities are subject to first mortgages securing variable rate
notes, of which $.7 million in principal remains outstanding. A
facility in Kitchener, Ontario, Canada is subject to a first mortgage
securing a 7.95% note, of which $3.4 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. 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, 2004, 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 2004, the Company purchased
27,233, 43,467 and 26,978 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, 2004 (the "2004 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,
2004 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 2004 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 2004 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
2005 2006 2007 2008 2009 after Total 12/31/04
---- ---- ---- ---- ---- ------ ----- --------
Long-term debt
principal payments
by expected maturity
dates, including
current portion -
Fixed-rate debt(A) 49,019 31,798 31,706 31,696 31,664 78,739 254,622 251,719
Average interest
rate 7.37% 7.14% 7.15% 7.15% 7.15% 7.02%
Short-term variable-
rate borrowings 67,757 67,757 67,757
Average interest rate 2.74%
(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, 2004 was $(5.6) million.
The negative value of this agreement reflects the low interest rates
generally.
Foreign Exchange Rate Risk
--------------------------
The Company conducts business in 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 Registered
Public Accounting Firm 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 2004 Annual Report in such list are incorporated
herein by reference.
Selected quarterly financial data for the years ended December 31,
2004 and 2003 required by Item 302(a) is included in Note 10 -
"Quarterly Financial Information (Unaudited)" to the consolidated
financial statements on page 29 of the 2004 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, 2004. 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 its conversion to
a new ERP platform and continued implementation at various locations
throughout 2003 and 2004, with the rollout completed in October 2004.
In connection therewith, certain of the Company's disclosure controls
and procedures have been modified at certain locations to reflect the
new system environment.
Item 9B. Other Information
- ------- -----------------
Not applicable.
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 (other than J. H.
Hinshaw, who is retiring effective as of May 2, 2005 and is not standing
for reelection) will be included under the caption "Directors --
Nominees for Election as Directors" and "Directors --Committees" in the
Company's Information Statement relating to the 2005 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 J. H. Hinshaw and the other executive
officers appears below.
Name Age Business experience last five years
- ---- --- -----------------------------------
J. H. Hinshaw 60 Employed by Company in May 2000; Senior Vice President and Chief Financial Officer
May 2000 to present. Ms. Hinshaw is a director of Insituform Technologies, Inc.,
IPSCO, Inc. and The Williams Companies, Inc.
J. H. Kipper 52 Employed by Company in 1974; Vice President and Controller 1999 to present.
J. N. Reed 48 Employed by Company in 1980; Assistant to Treasurer 1993 to 2000; 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 ("Covered Officers"). 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 and Related Stockholder Matters
- ------------------------------------------
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, other than as described under the
caption "Directors - Certain Transactions" in the Information Statement,
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 such caption in the Information Statement and shall be
incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
- -------- --------------------------------------
The information with respect to principal accounting fees and
services required to be included pursuant to this Item 14 will be
included under the caption "Relationship with Independent Registered
Public Accounting Firm" in the Company's Information Statement and is
incorporated herein by reference.
13
PART IV
-------
Item 15. Exhibits, Financial Statement Schedules
- -------- ---------------------------------------
Documents filed as part of this report:
---------------------------------------
The following financial statements and Report of
Independent Registered Public Accounting Firm are included on the
indicated pages in the 2004 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, 2004 (page 20).
(ii) Consolidated Balance Sheets, as of December 31,
2004 and 2003 (page 21).
(iii) Consolidated Statements of Cash Flows for each
of the three years ended December 31, 2004 (page
22).
(iv) Consolidated Statements of Changes in
Shareholders' Equity for each of the three years
ended December 31, 2004 (page 23).
(v) Notes to Consolidated Financial Statements
(pages 24 to 29).
(vi) Report of Independent Registered Public
Accounting Firm (page 30).
2. Index to Financial Schedule
---------------------------
The following schedule to the financial statements for each
of the three years ended December 31, 2004 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.
(iii) Certificate of Amendment of Certificate of
Incorporation, filed as Exhibit 4(ii) of the
Company's Registration Statement on Form S-2
(Registration No. 333-118575) 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; Amendment to
Receivables Purchase Agreement dated October 22,
2003, filed as Exhibit 10(v) of the Company's
Registration Statement on Form S-2 (Registration
No. 333-118575) and incorporated herein by
reference.
(vi) 364-Day, $85,000,000 Credit Agreement, dated
July 22, 2004, among Graybar Electric Company,
Inc., Wachovia Bank, National Association, as
Agent, and other banks named therein; filed as
Exhibit 10(vi) of the Company's Registration
Statement on Form S-2 (Registration No. 333-
118575) and incorporated herein by reference.
*Compensation arrangement
15
(13) Annual Report to Shareholders for 2004 (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) Consent of Independent Registered Public Accounting
Firm.
(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
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 28th day of March, 2005.
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 28, 2005.
/S/ R. A. REYNOLDS, JR. Director, Chairman of
- --------------------------------
(R. A. Reynolds, Jr.) the Board and President
(Principal Executive Officer)
/S/ J. H. HINSHAW Director
- --------------------------------
(J. H. Hinshaw) (Principal Financial Officer)
/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/ F. H. HUGHES Director
- --------------------------------
(F. H. Hughes)
/S/ K. M. MAZZARELLA Director
- --------------------------------
(K. M. Mazzarella)
/S/ R. D. OFFENBACHER Director
- --------------------------------
(R. D. Offenbacher)
/S/ K. B. SPARKS Director
- --------------------------------
(K. B. Sparks)
/S/ J. H. KIPPER Vice President and Controller
- --------------------------------
(J. H. Kipper) (Principal Accounting Officer)
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, 2004:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $6,465,000 $ 6,240,000 $ 5,382,000 (1) $7,323,000
Allowance for cash discounts 734,000 14,156,000 13,909,000 (2) 981,000
---------- ----------- ----------- ----------
Total $7,199,000 $20,396,000 $19,291,000 $8,304,000
========== =========== =========== ==========
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
========== =========== =========== ==========
(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.
(iii) Certificate of Amendment of Certificate of Incorporation,
filed as Exhibit 4(ii) to the Company's Registration Statement
on Form S-2 (Registration No. 333-118575) 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;
Amendment to Receivables Purchase Agreement dated October 22,
2003, filed as Exhibit 10(v) to the Company's Registration
Statement on Form S-2 (Registration No. 333-118575) and
incorporated herein by reference.
20
(vi) 364-Day, $85,000,000, Credit Agreement, dated July 22,
2004, among Graybar Electric Company, Inc., Wachovia Bank,
National Association, as Agent, and other banks named therein;
filed as Exhibit 10(vi) to the Company's Registration Statement on
Form S-2 (Registration No. 333-118575) and incorporated herein by
reference.
*Compensation arrangement
(13) Annual Report to Shareholders for 2004 (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) Consent of Independent Registered Public Accounting Firm.
(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