<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
COMMISSION FILE NUMBER 0-255
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997.
------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from--------------------to-------------------.
GRAYBAR ELECTRIC COMPANY, INC.
- ------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
NEW YORK 13-0794380
- ------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
34 North Meramec Avenue, St. Louis, Missouri 63105
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Post Office Box 7231, St. Louis, Missouri 63177
- ------------------------------------------------------------------------------
(Mailing Address) (Zip Code)
Registrant's telephone number, including area code: (314) 512-9200
---------------------
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
Voting Trust Certificates relating to such Shares of Common Stock
of the Registrant
Common Stock outstanding at March 27, 1998 - 5,118,326 Shares
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)
The aggregate stated value of the Common Stock outstanding and, with
respect to rights of disposition, beneficially owned by nonaffiliates (as
defined in Rule 405 under the Securities Act of 1933) of the registrant on
March 27, 1998, was approximately $102,366,520. Pursuant to a Voting Trust
Agreement, dated as of April 1, 1997, approximately 94% of the outstanding
shares of Common Stock are held of record by five Voting Trustees who are
each directors of the registrant and who collectively exercise all 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. The registrant has the option to repurchase, at
the price at which it was issued, each outstanding share of Common Stock in
the event of the owner's death, termination of employment other than by
retirement, or desire to dispose of such shares. Historically all shares of
Common Stock have been issued for $20 per share, and the registrant has
always exercised its repurchase option and expects to continue to do so.
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 Part II, Items 5-8 for the fiscal
year ended December 31, 1997.
(2) Information Statement relating Part III, Items 10-13 to the 1998
Annual Meeting of Shareholders.
<PAGE> 2
PART I
------
Item 1. Business
- ------- --------
Graybar Electric Company, Inc. (the "Company") is engaged
internationally in the distribution of electrical and communications
equipment and supplies 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 (314) 512-9200, and the mailing address of the principal
executive offices is P.O. Box 7231, St. Louis, Missouri 63177.
Suppliers
- ---------
The Company acts as a distributor of the products of more than 1,000
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 1997, the Company purchased a significant portion of its
products from several major suppliers. The termination by any of these
companies, within a short period of time, of a significant number of their
agreements with the Company might have an immediate material adverse effect
on the business of the Company, but the Company believes that within a
reasonable period of time it could find alternate sources of supply adequate
to alleviate such adverse effect.
2
<PAGE> 3
Products Distributed
- --------------------
The Company distributes more than 100,000 different products and,
therefore, is able to supply its customers with a wide variety of electrical
and communications products. The products distributed by the Company consist
primarily of wire, 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 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, 1997 and 1996, the Company had orders on hand which
totaled approximately $232,157,000 and $195,002,000, respectively. The
Company believes that the increase from 1996 to 1997 reflects the
improvements in the market sectors of the economy in which the Company
operates. The Company expects that approximately 85% of the orders on hand
at December 31, 1997 will be filled within the twelve-month period ending
December 31, 1998. Historically, orders on hand for the Company's products
have been firm, but 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 distributing houses
located in 14 geographical districts throughout the United States. In each
district the Company maintains a main distributing house and a number of
branch distributing houses, 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 distributing house in each district carries a
substantially larger inventory than the branch houses so that the branch
houses can call upon the main distributing house for additional items of
inventory. In addition, the Company maintains two (2) zone warehouses with
special inventories so all locations can call upon them for additional items.
The Company also has subsidiary operations with distribution facilities
located in Puerto Rico, Mexico, Singapore and Canada.
3
<PAGE> 4
The distribution facilities operated by the Company are shown in the
following table:
<TABLE>
<CAPTION>
Location of Main Number of Distributing Number of
Distributing House Houses in District Distributing Houses
- ------------------ ---------------------- -------------------
<S> <C> <C> <C>
Graybar International, Inc.
---------------------------
Boston, MA 10 Puerto Rico 1
Cincinnati, OH 8
Dallas, TX 30 Graybar Electric (Ontario) Ltd.
Glendale Heights, IL 16 -------------------------------
Miami, FL 3 Canada 6
Minneapolis, MN 18
New York, NY 15 Graybar Electric Ltd.
Norcross, GA 19 ---------------------
Phoenix, AZ 26 Canada 18
Pittsburgh, PA 12
Richmond, VA 18 Graybar de Mexico, S.A. de CV.
Seattle, WA 22 ------------------------------
St. Louis, MO 16 Mexico City, Mexico 1
Tampa, FL 23
Graybar-P&M International PTE, Ltd.
-----------------------------------
Singapore 1
Zone Distributing Houses
- ------------------------
Bethlehem, PA 1
Peoria, IL 1
</TABLE>
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, over sixty percent 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 from
internally generated funds and from long and short-term borrowings.
4
<PAGE> 5
The Company distributes its products to more than 200,000 customers,
which fall into five general classes. The following list shows the estimated
percentage of the Company's total sales for each of the three years ended
December 31, attributable to each of these classes:
<TABLE>
<CAPTION>
CLASS OF CUSTOMERS PERCENTAGE OF SALES
------------------ -------------------
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Electrical contractors 38.3% 39.1% 39.1%
Industrial plants 29.3 29.8 30.6
Telecommunication companies 26.1 24.4 22.9
Private and public power utilities 4.6 5.0 5.6
Miscellaneous 1.7 1.7 1.8
100.0% 100.0% 100.0%
</TABLE>
At December 31, 1997, the Company employed approximately 2,700 persons
in sales capacities. Approximately 1,200 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 independent distributors and
manufacturers operating on a local, state-wide or regional basis.
The Company believes that its competitive position is primarily a
result of its ability to supply its customers through a network of
conveniently located distribution facilities with a broad range of electrical
and telecommunications materials within a short period of time. Price is
also important, particularly where the Company is asked to submit bids to
contractors in connection with large construction jobs.
5
<PAGE> 6
Employees
- ---------
At December 31, 1997, the Company employed approximately 7,200 persons
on a full-time basis. Approximately 180 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, 1997, the Company operated offices and distribution
facilities in 268 locations. Of these, 140 were owned by the Company, and
the balance were leased. The leases are for varying terms, the majority
having a duration of less than five years.
The Company's distribution facilities consist primarily of warehouse
space. A small portion of the space in each facility is used for offices.
Distribution facilities vary in size from approximately 5,000 square feet to
141,000 square feet, the average being approximately 28,000 square feet.
As of December 31, 1997, approximately $37.9 million in debt of the
Company was secured by mortgages on 35 buildings. Eighteen of these
facilities are subject to a first mortgage securing a 12.25% note, of which
$5.0 million in principal amount remains outstanding. Seven of these
facilities are subject to a first mortgage securing a 9.23% note, of which
$21.8 million in principal amount remains outstanding. Eight of these
facilities are subject to first mortgages securing variable rate notes, of
which $2.1 million in principal remains outstanding. A facility in Houston,
Texas is subject to a first mortgage securing a 7.75% note, of which $2.9
million in principal remains outstanding, and a facility in St. Louis,
Missouri is subject to a first mortgage securing a 7.74% note, of which $6.1
million in principal remains outstanding.
Item 3. Legal Proceedings
- ------- -----------------
The Company has been named, together with numerous other companies, as
a co-defendant in actions by approximately 400 plaintiffs which have been
filed in various federal and state courts in Arkansas, California, Indiana,
Louisiana, Maryland, Massachusetts, Mississippi, New Hampshire, New Jersey,
New York, Ohio, Pennsylvania and West Virginia. The plaintiffs allege
personal injuries due to exposure to asbestos products and seek substantial
damages. The majority of the complaints do not identify any products
containing asbestos allegedly sold by the Company.
6
<PAGE> 7
However, since all products sold by the Company have been and are purchased
from suppliers, if a plaintiff were to successfully establish an
asbestos-related injury claim with respect to a product sold by the Company,
the Company believes it would normally have a claim against its supplier.
Furthermore, the Company believes it has product liability insurance coverage
available to cover these claims. Accordingly, based on information now known
to the Company, in the opinion of management the ultimate disposition of the
asbestos-related claims against the Company will not have a materially
adverse effect on the Company.
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.
PART II
-------
Item 5. Market for the Registrant's Common Stock and Related
- ------- ----------------------------------------------------
Shareholder Matters
-------------------
The Company is wholly 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. No shareholder may sell,
transfer or otherwise dispose of shares of Common Stock without first
offering the Company the option to purchase such shares at the price at which
they were issued. The Company also has the option to purchase the Common
Stock of any shareholder 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.
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, 1997, (the "1997 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.
7
<PAGE> 8
In May, 1996, the Company entered into a fifteen-year note agreement
that includes various covenants which limit the Company's ability to make
investments, pay dividends, incur debt, dispose of property, and issue equity
securities. The Company is also required to maintain certain financial
ratios as defined in the agreement.
Item 6. Selected Financial Data
- ------- -----------------------
The selected financial data for the Company as of December 31, 1997 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 1997 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 and 17
of the 1997 Annual Report and is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- -------- ----------------------------------------------------------
None.
Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
The financial statements and Report of Independent Auditors required by
this Item 8 are listed in Item 14(a)(1) of this Annual Report on Form 10-K
under the caption "Index to Financial Statements."
Such financial statements specifically referenced from the 1997 Annual
Report in such list are incorporated herein by reference. There is no
supplementary financial information required by this item which is applicable
to the Company.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------- ---------------------------------------------------------------
Financial Disclosure
--------------------
None.
8
<PAGE> 9
PART III
--------
Item 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------
The information with respect to the directors and executive officers of
the Company required to be included pursuant to this Item 10 will be included
under the caption "Directors and Executive Officers -- Nominees for Election
as Directors" in the Company's Information Statement relating to the 1998
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.
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 captions
"Executive Compensation" and "Pension Plan" 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, the directors of the Company and
all directors and officers of the Company, which is required to be included
pursuant to this Item 12, will be included in the introductory language and
under the caption "Directors and Executive Officers -- Nominees for Election
as Directors" in the Information Statement and is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------
The information with respect to any reportable transactions, business
relationships and indebtedness 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, required to be included pursuant to
this Item 13, will be included under the caption "Directors and Executive
Officers" in the Information Statement and is incorporated herein by
reference.
9
<PAGE> 10
PART IV
-------
Item 14. 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 1997 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, 1997 (page 18).
(ii) Consolidated Balance Sheets, as of
December 31, 1997 and December 31, 1996
(page 19).
(iii) Consolidated Statements of Cash Flows for
each of the three years ended
December 31, 1997 (page 20).
(iv) Notes to Consolidated Financial Statements
(pages 21 to 24).
(v) Report of Independent Auditors (page 25).
2. Index to Financial Schedule
---------------------------
The following schedule for each of the three years ended
December 31, 1997, to the Financial Statements is included on the indicated
page in this Annual Report on Form 10-K:
(i) Schedule II. Valuation and Qualifying
Accounts (page 14).
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. 33-15761) and incorporated
herein by reference.
10
<PAGE> 11
(ii) By-laws as amended through August 1, 1994.
(4)and(9) Voting Trust Agreements
Voting Trust Agreement dated as of
April 1, 1997, attached as Annex A to the
Prospectus, dated January 8, 1997,
constituting a part of the Company's
Registration Statement on Form S-1
(Registration No. 33-15761) 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.
(13) Annual Report to Shareholders for 1997
(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.
(23A) Independent Accountants' Consent of
Price Waterhouse LLP.
(27) Financial Data Schedule (submitted in
EDGAR format only).
(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, 1997.
11
<PAGE> 12
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 27th day of March, 1998.
GRAYBAR ELECTRIC COMPANY, INC.
By /S/ C. L. HALL
----------------------------------
(C. L. Hall, 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 27,
1998.
/S/ C. L. HALL Director and President
---------------------------- (Principal Executive Officer
(C. L. Hall) and Principal Financial
Officer)
/S/ J. R. SEATON Director, Vice President
---------------------------- and Comptroller (Principal
(J. R. Seaton) Accounting Officer)
/S/ A. A. BRZOSKI, JR Director
----------------------------
(A. A. Brzoski, Jr.)
/S/ T. F. DOWD Director
----------------------------
(T. F. Dowd)
/S/ T. S. GURGANOUS Director
----------------------------
(T. S. Gurganous)
/S/ R. H. HANEY Director
----------------------------
(R. H. Haney)
/S/ G. W. HARPER Director
----------------------------
(G. W. Harper)
/S/ G. J. McCREA Director
----------------------------
(G. J. McCrea)
12
<PAGE> 13
/S/ R. L. MYGRANT Director
----------------------------
(R. L. Mygrant)
/S/ R. D. OFFENBACHER Director
----------------------------
(R. D. Offenbacher)
/S/ I. ORLOFF Director
----------------------------
(I. Orloff)
/S/ R. A. REYNOLDS Director
----------------------------
(R. A. Reynolds)
/S/ C. R. UDELL Director
----------------------------
(C. R. Udell)
/S/ J. F. VAN PELT Director
----------------------------
(J. F. Van Pelt)
/S/ J. W. WOLF Director
----------------------------
(J. W. Wolf)
13
<PAGE> 14
<TABLE>
GRAYBAR ELECTRIC COMPANY, INC. AND SUBSIDIARIES
-----------------------------------------------
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
---------------------------------------------
<CAPTION>
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Balance at Additions Balance
Beginning Charged to at End
Description of Period Income Deductions of Period
----------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31, 1997:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $3,901,000 $ 2,196,000 $ 2,135,000<F1> $3,962,000
Allowance for cash discounts 582,000 10,557,000 10,474,000<F2> 665,000
---------- ----------- ----------- ----------
Total $4,483,000 $12,753,000 $12,609,000 $4,627,000
========== =========== =========== ==========
FOR THE YEAR ENDED DECEMBER 31, 1996:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $ 4,113,000 $ 2,004,000 $ 2,216,000<F1> $ 3,901,000
Allowance for cash discounts 476,000 9,743,000 9,637,000<F2> 582,000
----------- ------------ ------------ -----------
Total $ 4,589,000 $ 11,747,000 $ 11,853,000 $ 4,483,000
=========== ============ ============ ===========
FOR THE YEAR ENDED DECEMBER 31, 1995:
Reserve deducted from assets to
which it applies-
Allowance for doubtful accounts $ 3,801,000 $ 3,403,000 $ 3,091,000<F1> $ 4,113,000
Allowance for cash discounts 495,000 9,559,000 9,578,000<F2> 476,000
----------- ------------ ------------ -----------
Total $ 4,296,000 $ 12,962,000 $ 12,669,000 $ 4,589,000
=========== ============ ============ ===========
<FN>
<F1> Amount of trade receivables written off against the reserve provided.
<F2> Discounts allowed to customers.
</TABLE>
14
<PAGE> 15
INDEX TO EXHIBITS
<PAGE> 16
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. 33-15761).................. <F*>
(ii) By-laws as amended through August 1, 1994
(4)and(9) Voting Trust Agreements
Voting Trust Agreement dated as of April 1,
1997, attached as Annex A to the Prospectus, dated
January 8, 1997, constituting a part of the
Company's Registration Statement on Form S-1
(Registration No. 33-15761)........................... <F*>
(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)...... <F*>
(13) Annual Report to Shareholders for 1997 (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.
(23A) Independent Accountants' Consent of Price Waterhouse LLP.
(27) Financial Data Schedule (submitted in EDGAR format only).
--------------
[FN]
<F*>Incorporated by reference in this Annual Report on Form 10-K.
15
<PAGE> 1
EXHIBIT 3(ii)
BY-LAWS AS AMENDED THROUGH
AUGUST 1, 1994
<PAGE> 2
========================================================================
- ------------------------------------------------------------------------
GRAYBAR ELECTRIC COMPANY, INC.
(A New York Corporation)
---- * ----
BY-LAWS
---- * ----
ADOPTED JUNE 12, 1970
[WITH AMENDMENTS THROUGH
AUGUST 1, 1994]
- ------------------------------------------------------------------------
========================================================================
<PAGE> 3
BY-LAWS
OF
GRAYBAR ELECTRIC COMPANY, INC.
-------------
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1. Annual Meetings. The annual meeting of shareholders for
the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held at 9:30
o'clock A.M. on the second Thursday in June in each year, or on such
other date and at such other time as the Board of Directors shall fix
by resolution, commencing with the year 1971, if not a legal holiday,
and if a legal holiday, then on the next succeeding business day at
such time as shall be designated in the notice thereof.
SECTION 2. Special Meetings. Special meetings of the shareholders may
be called at any time by the President, a Vice-President or a majority
of the members of the Board of Directors, and it shall be the duty of
any of the foregoing officers and that of the Board of Directors to
call forthwith such a meeting upon demand as prescribed by law and
whenever the holders of record of one-third of the outstanding shares
of the stock of the corporation entitled to vote shall so request in
writing.
SECTION 3. Place of Meetings. Annual meetings of the shareholders
shall be held at such place, within or without the State of New York,
as may be fixed by the Board of Directors by resolution, or, if not so
fixed, at the principal office of the corporation in the County of New
York. Except as otherwise provided by statute, special meetings of the
shareholders shall be held at such place, within or without the State
of New York, as shall be specified in the respective notices or waivers
of notice thereof.
SECTION 4. Notice of Meetings. Except as otherwise provided by
statute, notice of each meeting of the shareholders, whether annual or
special, shall be in writing and signed by the President or a Vice-
President or the Secretary or an Assistant Secretary and shall state
the place, date and hour thereof. Such notice in the case of a special
meeting shall also state the purpose or purposes for which the meeting
is called and shall indicate that it is being issued by or at the
direction of the person or persons calling the meeting. A copy of the
notice of every annual and special meeting of shareholders shall be
served, either personally or by mail, upon each shareholder of record
entitled to vote thereat and upon any shareholder who, by reason of any
action proposed at such meeting, would be entitled to have his stock
appraised if such action were taken, not less than ten (10) nor more
than fifty (50) days before the meeting. If mailed, such notice shall
be deposited in the United States Mail, with postage thereon prepaid,
directed to the
<PAGE> 4
2
shareholder at his address as it appears on the record of shareholders,
or, if he shall have filed with the Secretary of the corporation a
written request that notices to him be mailed to some other address,
then directed to him at such other address. If at any meeting, annual
or special, action is proposed to be taken which would, if taken,
entitle shareholders fulfilling the requirements of law to receive
payment for their shares, the notice of the meeting shall include a
statement of that purpose and to that effect. Nevertheless, notice of
any meeting need not be given to any shareholder who in person or by
attorney thereunto duly authorized, shall waive notice of such meeting,
in writing or by telegraph, either before or after such meeting. The
attendance of any shareholder at a meeting, in person, or by proxy,
without protesting prior to the conclusion of the meeting the lack of
notice of such meeting, shall constitute a waiver of notice by him.
Notice of any adjourned meeting of shareholders need not be given if
the time and place of such adjourned meeting are announced at the
meeting at which the adjournment is taken, unless the Board of
Directors fixes a new record date for the adjourned meeting.
SECTION 5. Quorum. Except as otherwise provided by law, at all
meetings of shareholders there shall be present, in person or by proxy,
shareholders of record of a majority of the shares entitled to vote at
such meetings in order to constitute a quorum, but less than a quorum
shall have the power to adjourn any meeting. If no shareholder entitled
to vote is present in person or by proxy, any officer entitled to
preside or act as secretary of such meeting may adjourn the meeting
from time to time for a period not exceeding twenty (20) days in any
one case. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been
transacted at the meeting as originally called if a quorum had been
there present. When a quorum is once present to organize a meeting, it
is not broken by the subsequent withdrawal of any shareholders.
SECTION 6. Inspectors of Voting. The Board of Directors, in advance
of any shareholders' meeting, may appoint one or more inspectors to act
at the meeting or any adjournment thereof. If inspectors are not so
appointed, the person presiding at a shareholders' meeting may, and on
the request of any shareholder entitled to vote thereat shall, appoint
one or more inspectors. In case any person appointed fails to appear or
act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the person
presiding thereat. Inspectors, none of whom shall be an officer,
director or a candidate for the office of director, shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall determine and report to the meeting as to
the results of all voting (by ballot or otherwise) on all matters
submitted to a vote at the meeting. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.
SECTION 7. Voting. At each meeting of shareholders every shareholder
of record of stock entitled to vote shall be entitled to one vote for
every share of such stock
<PAGE> 5
3
outstanding in his name on the record of shareholders and all
questions, except as otherwise provided by statute, or by the
Certificate of Incorporation of this corporation, or by these By-Laws,
shall be determined by a majority of the votes so cast. Persons holding
stock in a fiduciary capacity shall be entitled to vote the shares so
held. Any shareholder entitled to vote may vote by proxy, provided that
the instrument authorizing such proxy to act shall have been executed
in writing by the shareholder or by his duly authorized attorney. No
proxy shall be valid after the expiration of eleven (11) months from
the date of its execution unless otherwise provided in the proxy. Such
instrument shall be exhibited to the Secretary and the Inspectors of
Voting at the meeting and shall be filed with the records of the
corporation.
SECTION 8. List of Shareholders. A list of shareholders as of the
record date, certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any meeting of
shareholders upon the request thereat or prior thereto of any
shareholder. If the right to vote at any meeting is challenged, the
inspectors of voting, or person presiding thereat, shall require such
list of shareholders to be produced as evidence of the right of the
persons challenged to vote at such meeting, and all persons who appear
from such list to be shareholders entitled to vote thereat may vote at
such meeting.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. General Power and Qualifications. Except as otherwise
provided by law or by the Certificate of Incorporation or any amendment
thereto, the business of the corporation shall be managed by the Board
of Directors, which may adopt such rules and regulations for that
purpose and for the conduct of its meetings as it may deem proper. The
Board of Directors may have one or more offices and keep the books,
records and minutes of the corporation, except such records as are
required to be kept in the State of New York, at such places as it may
from time to time determine. Any of such records may be in written form
or in any other form capable of being converted into written form
within a reasonable time. In addition to the powers and authority
expressly conferred upon it by these By-Laws, the Board of Directors
may exercise all such powers of the corporation and do all such lawful
acts and things as are allowed by the Certificate of Incorporation or
by law. Each director shall be at least twenty-one years of age;
directors may but need not be shareholders.
SECTION 2. Number and Term of Office. The number of directors shall
be not less than seven nor more than twenty-one, and shall be
determined annually by the shareholders at the annual meeting of
shareholders. The directors shall be elected by a plurality of the
votes cast at the annual meeting of shareholders in each year to hold
office until the next annual meeting and until their successors shall
have been elected and qualified, except in the event of death,
resignation, removal or the earlier termination of their respective
terms of office.
<PAGE> 6
4
SECTION 3. Notices, Time and Place of Meetings. The annual meeting of
the Board of Directors shall be held promptly after the annual meeting
of shareholders, at the place where such annual meeting of shareholders
was held, or at such other place, within or without the State of New
York, as the Board of Directors may fix by resolution. Regular meetings
of the Board of Directors shall be held on the second Thursday of
March, September and December, or on such other date as the Board of
Directors may fix by resolution, at such time and place as shall be
designated in the notice or waiver of notice thereof. If the day
hereinabove determined for any such meeting falls on a legal holiday,
such regular meeting shall be held on the next regular business day.
Special meetings of the Board of Directors may be called by the
President or a Vice-President or by any two directors. Notices of such
meetings shall be given as hereinafter provided in this Section 3 of
Article II and shall be held at such place, within or without the State
of New York, as may be specified in the respective notices or waivers
of notice thereof.
Notice of the time, place and purpose of each meeting of the Board of
Directors shall be mailed to each director, addressed to him at his
residence or usual place of business at least two (2) days before the
day on which the meeting is to be held, or shall be given to him at
such place by telegraph or telephone, or delivered personally not later
than the day before the day on which the meeting is to be held. Notice
of any meeting need not be given to any director if waived by him in
writing or by telegraph either before or after such meeting. At any
meeting at which every member of the Board of Directors shall be
present, though held without notice, any business may be transacted
which might have been transacted if the meeting had been duly called.
SECTION 4. Quorum and Manner of Acting. One-third of the entire Board
of Directors shall constitute a quorum for the transaction of business
and, except as otherwise provided by law, by the Certificate of
Incorporation or these By-Laws, the act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of
the Board of Directors. In the absence of a quorum, a majority of the
directors present at the time and place of any meeting may adjourn the
meeting from time to time until a quorum be present, and notice of any
adjourned meeting need not be given.
SECTION 5. Removal of Directors. Any director may be removed from
office, either with or without cause, at any time by vote of the
holders of a majority of the outstanding shares of stock, given at any
special meeting of the shareholders called for the purpose. Any vacancy
so created may be filled by a plurality of the votes of the
shareholders given at such meeting. In case any vacancy so created
shall not be so filled by the shareholders at such meeting, such
vacancy may be filled by the directors as provided in Section 6 of this
Article II.
SECTION 6. Vacancies. Vacancies in the Board of Directors resulting
from an increase in the number of directors and vacancies occurring in
the Board of Directors for any reason may be filled by vote of a
majority of the directors then in office, although less than a quorum
exists, at any special meeting called for that purpose or at any
regular
<PAGE> 7
5
meeting of the Board of Directors. A director elected to fill a vacancy
shall be elected to hold office for the unexpired term of his
predecessor.
SECTION 7. Executive Committee. The Board of Directors, by resolution
passed by a majority of the entire Board of Directors, may designate
from among its members an executive committee consisting of not less
than three directors nor more than eight directors, of whom the
President shall be one, which, to the extent provided in said
resolution or resolutions, or in these By-Laws, may exercise, during
the interval between meetings of the Board of Directors, all the
authority of the Board of Directors except that such committee shall
not have authority as to (1) the submission to shareholders of any
action that needs shareholders' authorization or approval under law,
(2) the filling of vacancies in the Board of Directors or in such
committee, (3) the fixing of compensation of the directors for serving
on the Board of Directors or on such committee, (4) the amendment or
repeal of the By-Laws, or the adoption of new by-laws, or (5) the
amendment or repeal of any resolution of the Board of Directors which
by its terms shall not be so amendable or repealable. The Board of
Directors may designate one or more directors as alternate members of
such committee. Such committee and the members thereof shall serve at
the pleasure of the Board of Directors. At all meetings of the
executive committee the presence of members constituting a majority of
the membership of the entire executive committee shall be necessary and
sufficient to constitute a quorum for the transaction of business, and
the act of a majority of the members present at any meeting at which a
quorum is present shall be the act of such committee. Such committee
may adopt its own rules of procedure, may meet at stated times or on
such notice as such committee may determine, and shall keep regular
minutes of its proceedings and report the same to the Board of
Directors when required.
SECTION 8. Action Without a Meeting. Unless otherwise provided by the
Certificate of Incorporation, any action required or permitted to be
taken by the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board of Directors or the
committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and written consents thereto by
the members of the Board of Directors or committee shall be filed with
the minutes of the proceedings of the Board of Directors or the
committee.
SECTION 9. Telephonic Meetings. Any one or more members of the Board
of Directors or any committee thereof may participate in a meeting of
the Board of Directors or such committee by means of a conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same
time, and participation by such means shall constitute presence in
person at such meeting.
<PAGE> 8
6
ARTICLE III
OFFICERS
SECTION 1. Number. The officers of the corporation shall be a
President, one or more Senior Vice-Presidents, one or more Vice-
Presidents, a Secretary, a Treasurer and a Comptroller and such other
officers as may be appointed in accordance with the provisions of
Section 3 of this Article III. Any two or more offices may be held by
the same person except the offices of President and Secretary.
SECTION 2. Election, Term of Office and Qualifications. Each officer,
except such officers as may be appointed in accordance with the
provisions of Section 3 of this Article III, shall be elected or
appointed by the Board of Directors at its annual meeting, but in the
event of the failure of the Board of Directors so to elect any officer,
such officer may be elected at any subsequent meeting of the Board.
Each officer shall hold office until the annual meeting of the Board of
Directors next after his election and until his successor has been duly
elected or appointed and qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.
The President shall be and remain a director, but no other officer need
be a director.
SECTION 3. Subordinate Officers and Agents. The Board of Directors
from time to time may appoint other officers or agents, including one
or more additional Vice-Presidents, one or more Assistant Vice-
Presidents, one or more Assistant Treasurers, one or more Assistant
Secretaries, one or more Assistant Comptrollers, one or more Cashiers
and one or more Assistant Cashiers, each of whom shall hold office for
such period, have such authority and perform such duties as the Board
of Directors from time to time may determine. The Treasurer shall have
power to appoint one or more Cashiers and one or more Assistant
Cashiers, each of whom shall hold office for such period, have such
authority and perform such duties as the Treasurer from time to time
may determine subject to the provisions of these By-Laws. The Board of
Directors may delegate to any officer or agent the power to appoint any
subordinate officer or agent and to prescribe his respective authority
and duties.
SECTION 4. Removal. The officers specifically designated in Section I
of this Article III may be removed, either with or without cause, by
the vote of a majority of the entire Board of Directors at a special
meeting of the Board of Directors called for the purpose. The officers
appointed in accordance with the provisions of Section 3 of this
Article III may be removed, either with or without cause, by the Board
of Directors, by a majority vote of the directors present at any
meeting, or by any officer or agent upon whom such power of removal may
be conferred by the Board of Directors.
SECTION 5. Vacancies. A vacancy in any office because of death,
resignation, removal or disqualification, or any other cause, may be
filled for the unexpired portion of the term in the manner prescribed
by these By-Laws for regular appointments or elections to such offices.
<PAGE> 9
7
SECTION 6. President. The President shall be the chief executive
officer of the corporation and, subject to the instructions of the
Board of Directors, shall have general charge of the business, affairs
and property of the corporation and control over its other officers,
agents and employees. He shall preside at all meetings of the
shareholders and of the Board of Directors at which he may be present.
The President shall do and perform such other duties as from time to
time may be assigned to him by the Board of Directors.
SECTION 7. Senior Vice-Presidents and Vice-Presidents. The Senior
Vice-Presidents and Vice-Presidents shall perform such duties,
including those of the President, as may be assigned them by the
President or Board of Directors from time to time, and, during absence
or disability of the President, his full powers shall devolve upon such
Senior Vice-President or Vice-President as the President may designate
(or in the absence of such designation, as the Board of Directors may
designate).
SECTION 8. Secretary. The Secretary shall keep the minutes of the
meetings of shareholders and the Board of Directors and shall see that
all notices are duly given in accordance with the provisions of these
By-Laws or as required by law. He shall be custodian of the records,
books, reports, statements, certificates and other documents of the
corporation and of the seal of the corporation, and see that the seal
is affixed to all stock certificates prior to their issuance and to all
documents requiring such seal. In general, he shall perform all duties
and possess all authority incident to the office of Secretary, and he
shall perform such other duties and have such other authority as from
time to time may be assigned to him by the Board of Directors.
SECTION 9. Assistant Secretary. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries, shall, in the absence of
the Secretary, perform all the duties of that officer and at all times
shall perform such duties as may be assigned to him or to them by the
President or Secretary.
SECTION 10. Treasurer. The Treasurer shall have supervision over the
funds, securities, receipts and disbursements of the corporation. He
shall in general perform all duties and have authority incident to the
office of Treasurer and shall perform such other duties and have such
other authority as from time to time may be assigned or granted to him
by the Board of Directors. He may be required to give a bond for the
faithful performance of his duties in such form and amount as the Board
of Directors may determine.
SECTION 11. Assistant Treasurer. The Assistant Treasurer, or if there
be more than one, the Assistant Treasurers, shall, in the absence of
the Treasurer, perform all the duties of that officer and at all times
shall perform such duties as may be assigned to him or to them by the
President or Treasurer. Each Assistant Treasurer may be required to
give a bond for the faithful performance of his duties in such form and
amount as the Board of Directors may determine.
<PAGE> 10
8
SECTION 12. Comptroller. The Comptroller shall have custody and
charge of all books of account, except those required by the Secretary
or the Treasurer in keeping record of the work of their offices, and
shall have supervision over such subsidiary accounting records as may
be kept in departmental offices. He shall have access to all books of
account, including the Treasurer's records and the stock books, for
purposes of audit and for obtaining information necessary to verify or
complete the records of his office. The Comptroller or his duly
authorized representative shall certify to the authorizations and
approvals pertaining to all vouchers, and, unless the office of
Comptroller shall be vacant, no payments shall be made by the Treasurer
except on vouchers bearing the written approval of the Comptroller or
other accounting officer designated by him with the approval of the
President or a Vice-President. The Comptroller shall perform such other
duties as may be required by the Board of Directors or the President.
SECTION 13. Assistant Comptroller. The Assistant Comptroller, or if
there be more than one, the Assistant Comptrollers, shall, in the
absence of the Comptroller, perform all the duties of that officer and
at all times shall perform such duties as may be assigned to him or to
them by the President or Comptroller.
ARTICLE IV
CONTRACTS, LOANS, DEPOSITS, CHECKS, DRAFTS, ETC.
SECTION 1. Contracts. Except as otherwise provided in these By-Laws,
the Board of Directors may authorize any officer or officers, agent or
agents to enter into any contract or to execute or deliver any
instrument on behalf of the corporation, and such authority may be
general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
corporation and no negotiable papers shall be issued in its name,
unless and except as authorized by the Board of Directors. Any officer
or agent of the corporation thereunto so authorized may effect loans or
advances for the corporation and for such loans and advances may make,
execute and deliver promissory notes, bonds or other evidences of
indebtedness of the corporation. When authorized as aforesaid, such
officer may pledge, hypothecate or transfer as security for the payment
of any and all loans, advances, indebtedness and liabilities of the
corporation any and all stocks, bonds, other securities and other
personal property at any time held by the corporation, and to that end
may endorse, assign and deliver the same, and do every act and thing
necessary or proper in connection therewith. Such authority may be
general or confined to specific instances.
SECTION 3. Deposits. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks or
trust companies or with such bankers or other depositaries as the Board
of Directors may select, or as may be selected by any officer or
officers, agent or agents of the corporation to whom such power may
from time to time be delegated by the Board of Directors.
<PAGE> 11
9
SECTION 4. Checks. Checks drawn on the funds of the corporation shall
be paid out only when signed by one of the following: viz:-Treasurer,
Assistant Treasurer, Cashier, or Assistant Cashier.
The Treasurer, Assistant Treasurer, Cashier or Assistant Cashier
shall have power to endorse checks, drafts, warrants and notes for
deposit to the credit of the corporation and to give receipts on behalf
of the corporation.
All notes or other evidences of indebtedness shall be signed by the
President or a Vice-President, and by any one of the following:
Secretary, Assistant Secretary, Treasurer or Assistant Treasurer, or in
such other manner as the Board of Directors from time to time may
determine.
SECTION 5. Proxies. Any shares of stock in any other corporation
which may from time to time be held by this corporation may be
represented and voted at any meeting of shareholders of such
corporation by any person or persons thereunto authorized by the Board
of Directors or, if no one be so authorized, by the President or a
Vice-President or by any proxy appointed in writing by the President or
any Vice-President.
ARTICLE V
SHARES OF STOCK AND THEIR TRANSFER
SECTION 1. Certificate of Stock. Certificates for shares of stock of
the corporation shall be in such form as shall be approved by the Board
of Directors. They shall be signed by the President or a Vice-President
and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer and sealed with the seal of the corporation. Such
seal may be facsimile, engraved or printed. If any such certificate is
signed by a transfer agent or a transfer clerk and by a registrar, the
signature of any such President, Vice-President, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer and the seal of the
corporation upon certificate may be facsimile, engraved or printed.
SECTION 2. Transfers of Stock. A stock record shall be kept
containing the names, alphabetically arranged, of all persons who are
shareholders of the corporation, showing their places of residence, the
number of shares of stock held by them, respectively, the time when
they respectively became the owners thereof and the amount paid
thereon. Subject to the provisions of the Certificate of Incorporation,
transfers of the shares of stock of the corporation shall be made on
the books of the corporation by the holder thereof or by his attorney
thereunto duly authorized by a power of attorney duly executed and
filed with the Secretary, or with the transfer agent, if any, for such
stock, and on surrender of the certificate or certificates for such
shares properly endorsed. The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder and
owner thereof and shall not be bound to recognize any legal, equitable
or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the laws of the
State of New York.
<PAGE> 12
10
SECTION 3. Lost or Destroyed Certificates. The holder of any stock of
the corporation shall immediately notify the corporation of any loss,
destruction, theft or mutilation of the certificate thereof and the
corporation with the approval of the Board of Directors may issue a new
certificate of stock in the place of such certificate theretofore
issued by it alleged to have been lost, destroyed, stolen or mutilated.
The Board of Directors in its discretion may require the owner of the
certificate alleged to have been lost, destroyed, stolen or mutilated,
or his legal representatives, to give the corporation and its transfer
agent and its registrar of transfers if any, before the issuance of
such new certificate, a bond of indemnity in such sum and in such form
and with such surety or sureties as the Board of Directors may direct.
SECTION 4. Regulations. The Board of Directors may make such rules
and regulations as it may deem expedient concerning the issuance and
transfer of certificates for shares of stock of the corporation and may
appoint transfer agents or registrars, or both, and may require all
certificates of stock to bear the signature of either or both.
SECTION 5. Fixing of Record Date. The Board of Directors may at any
time fix a record date not more than fifty (50) nor less than ten (10)
days prior to (a) the date of any meeting of shareholders or (b) the
last day on which shareholders are entitled to express consent to or
dissent from any proposal without a meeting, as the date as of which
shareholders entitled to notice of or to vote at such a meeting, or
whose consent or dissent is required or may be expressed, for any
purpose, as the case may be, shall be determined, and, except as
otherwise provided by law, all persons who were the holders of record
of voting shares at such date and no others shall be entitled to notice
of and to vote at such meeting or to express their consent or dissent,
as the case may be. The Board of Directors may at any time fix a record
date not exceeding fifty (50) days prior to the date fixed for the
payment of any dividend or the making of any distribution or for the
delivery or allotment of evidences of rights or evidences of interest
arising out of any change, conversion, or exchange of capital shares,
as the date for the determination of the shareholders entitled to
receive any such dividend, distribution, rights or interest, and in any
such case only shareholders of record at the date so fixed shall be
entitled to receive such dividend, distribution, rights or interest.
ARTICLE VI
MISCELLANEOUS
SECTION 1. Corporate Seal. The corporate seal shall be in such form
as shall be approved from time to time by the Board of Directors.
SECTION 2. Fiscal Year. The fiscal year of the corporation shall end
on the 31st day of December in each year.
<PAGE> 13
11
ARTICLE VII
AMENDMENTS
SECTION 1. By the Shareholders. These By-Laws may be amended, added
to, altered or repealed, or new by-laws may be adopted, at any meeting
of shareholders of the corporation by the affirmative vote of the
holders of a majority of the shares entitled to vote in the election of
directors present and voting at such meeting, provided, in the case of
a special meeting, notice that an amendment is to be considered and
acted upon is inserted in the notice or waiver of notice of said
meeting.
SECTION 2. By the Directors. Except as otherwise provided by law or
these By-Laws, these By-Laws may be amended, added to, altered or
repealed, or new by-laws may be adopted, at any meeting of the Board of
Directors at which a quorum is present, by the affirmative vote of a
majority of the directors then in office, but any by-law adopted by the
Board of Directors may be amended or repealed by the shareholders
entitled to vote thereon. If any by-law regulating an impending
election of directors is adopted, amended or repealed by the Board of
Directors, there shall be set forth in the notice of the next meeting
of shareholders for the election of directors the by-law so adopted,
amended or repealed, together with a concise statement of the changes
made.
ARTICLE VIII
INDEMNIFICATION
To the full extent authorized by law, the corporation shall and
hereby does indemnify any person who shall at any time be made, or
threatened to be made, a party in any civil or criminal action or
proceeding by reason of the fact that he, his testator or his intestate
is or was a director or officer of the corporation or served another
corporation in any capacity at the request of the corporation.
<PAGE> 1
EXHIBIT 13
ANNUAL REPORT TO SHAREHOLDERS
FOR 1997
<PAGE> 2
[PHOTO]
1997
ANNUAL REPORT
[PHOTO]
[PHOTO]
[GRAYBAR LOGO]
<PAGE> 3
GRAYBAR DIRECTORS
- ------------------------------------------------------------------------------
[PHOTO]
Front row, from left to right:
ROBERT A. REYNOLDS, JR.
Senior Vice President, Comm/Data Business
RICHARD H. HANEY
Senior Vice President, Electrical Business
CARL L. HALL
President and Chief Executive Officer
JOHN W. WOLF
Vice President and Treasurer
CHARLES R. UDELL
Vice President--Electrical Marketing
THOMAS F. DOWD
Vice President, General Counsel and Secretary
RICHARD D. OFFENBACHER
District Vice President--Southeastern Comm/Data District
Second row, from left to right:
ROBERT L. MYGRANT
District Vice President--Tampa District
GERARD J. McCREA
District Vice President--Northeastern Comm/Data District
THOMAS S. GURGANOUS
District Vice President--Richmond District
GOLDEN W. HARPER
Vice President--Operations
IRVING ORLOFF
District Vice President--St. Louis District
JACK F. VAN PELT
Vice President--Human Resources
JOHN R. SEATON
Vice President and Comptroller
ANTHONY A. BRZOSKI
Vice President--Comm/Data Marketing
<PAGE> 4
CAPITAL STOCK DATA
Number of Equity Security Holders as of December 31, 1997:
<TABLE>
<CAPTION>
- --------------------------------------------------------------
Title of Class Number of Security Holders
- --------------------------------------------------------------
<S> <C>
Preferred Stock 95
Common Stock 181
Voting Trust Certificates for Common Stock 4,442
- --------------------------------------------------------------
</TABLE>
DIVIDEND DATA
Common Stock, par value $1; stated value $20.
<TABLE>
<CAPTION>
Dividends declared for year: 1997 1996 1995
- --------------------------------------------------------------------
<S> <C> <C> <C>
First Quarter $ .30 $ .30 $ .30
Second Quarter .30 .30 .30
Third Quarter .30 .30 .30
Fourth Quarter $1.10 $1.10 $1.10
- --------------------------------------------------------------------
</TABLE>
On September 11, 1997 a ten percent stock dividend was declared to
shareholders of record on January 14, 1998. Shares representing this dividend
were issued on February 2, 1998.
CONTENTS
<TABLE>
<S> <C>
Graybar Officers and Directors Inside Front Cover
President's Letter 2
Market Review 4
Operations Review 12
Financial Review 15
Selected Consolidated Financial Data 15
Management's Discussion & Analysis
of Financial Condition and Results of Operations 16
Consolidated Financial Statements 18
Report of Independent Auditors 25
District Management 26
Locations 28
</TABLE>
COMPANY'S BUSINESS
Graybar Electric Company, Inc.
is engaged internationally in the
distribution of electrical and
communications equipment and
supplies 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.
MARKETS SERVED
Electrical Contractor
Commercial & Industrial
Voice & Data Communications
Power Utility
International
On the Cover
As an employee-owned company, Graybar
prides itself on the dedication of our
employees. They are our greatest asset.
In the top photo is Lloyd Gardner, Material
Handler at Bel Ridge Center in St. Louis.
In the middle photo are Steve Kneale,
Customer Service Representative at Bel Ridge
and Gina Stranz, GFS Sales Representative.
In the third photo are Staff Specialist
Debbie Grace (standing) and Marty Joyce,
Manager, Applications Development at
Information Systems.
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LETTER TO SHAREHOLDERS
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Nineteen ninety-seven was a good year for Graybar with record sales, gross
margin and net income. Economies of scale, along with improved productivity,
enabled the Company to achieve unprecedented returns on sales and equity.
Net income increased by 19% over the previous year.
In addition to a healthy economy, we attribute much of the Company's growth
to the specialization of our markets that began several years ago. Sales
have consistently outpaced our major suppliers and the market in general. To
support this accelerated growth, the Company has made significant investments
in personnel and facilities. In 1997, we opened six new locations, relocated
six and remodeled twelve others.
Graybar's emphasis on training continued in 1997 with the implementation of
an on-line, enterprise-wide Virtual Campus, containing over 300 courses that
are offered to all Graybar employees. We also developed and distributed a
Training Guide that introduced the new direction for training and outlines
the required, job specific core curriculum for each employee. In addition to
supplier sponsored product training, over 1,500 employees attended classes on
topics ranging from excellence in customer service, essential management
skills and time management to training skills for non-trainers, coaching, and
pricing and profitability. Many more employees completed a variety of
courses on the Virtual Campus.
During 1997, we completed a year long analysis of our logistics network.
This effort, led by Charles R. Udell, Vice President-Electrical Marketing,
examined every aspect of our business with the stated purpose of recommending
a logistics solution that will improve customer service and also strengthen
our position as the marketing channel for our suppliers. The complexity of
this process led to the selection of an outside consultant to assist us in
developing a strategy that would achieve these goals while positioning us to
support future growth.
A core team of senior officers assisted in the concept development and was
instrumental in keeping the project focused on "real world" applications of
these new ideas. The team selected a logistics plan that utilizes regional
zones to fill next day customer orders and to replenish stock in the branches.
Branches will now be focused on same day customer service through counter
service and local deliveries.
In July 1997, Edwin C. Keith was appointed to the new position of Vice
President-Logistics. Ed is responsible for implementation of the plan and
future enhancements to our logistics offering. Several pilots will be
implemented in early 1998 in addition to a "fast track" plan to relieve the
pressure in specific locations. This strategy will position Graybar well into
the next century as the high value, low cost provider to our customers and
the preferred choice for our suppliers. The rollout schedule will be
accelerated as the learning curve becomes shorter -- the current plan is to
have the entire network in place by 2001.
George S. Tulloch, Jr., senior officer and director of the Company, retired
during the year. He was succeeded by Thomas F. Dowd as Vice President,
General Counsel and Secretary. George served the Company ably for nineteen
years, and he will be missed. Tom comes to Graybar with 23 years experience
in corporate law, most recently as a partner in the law firm of Bryan Cave in
their Washington, DC office.
In a newly created position, James R. Ford was appointed Director of
Electronic Commerce. Jim is responsible for guiding the initiatives of
electronic commerce with both customers and suppliers. Under his guidance
are Electronic Data Interchange (EDI), GraybarNet(R), the electronic catalog,
Supplier Assisted Inventory Management, our use of the Internet, the Graybar
intranet (InfoLink), Hot Key and other initiatives.
One new District Vice President was named in 1997 -- D. Steven Smith at
Atlanta. In addition, nine new National Account Managers were designated to
support the continuing growth of our business with large commercial and
industrial and comm/data national accounts.
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Improvements in information systems technology continued in 1997 with the
migration of Graybar's computer network to a distributed environment.
Business growth in recent years has more than tripled the transactions
processed in our central mainframe. Consequently, a major upgrade will be
completed during the first quarter of 1998.
Our determination to continuously improve is evidenced by our expanded
commitment to the ISO9000 quality standard. In 1997, we moved from branch to
district-wide registration. The Company subsequently achieved formal
registration in the Minneapolis, Chicago, Pittsburgh and New York Districts.
With ISO registration we have a structured, documented system in place to
achieve a consistent service offering and to address service failures,
customer complaints, suggestions for improvement and team service
initiatives. We plan to have all of our locations ISO registered by year end
1998.
The International Market continued to expand in 1997. Graybar enjoyed record
sales in Canada, Puerto Rico and Mexico. The Company serves additional
customers worldwide through Graybar International in New York, Houston, Miami
and San Francisco -- and our subsidiary in Singapore. In 1997, we had
notable success supporting multinational corporations and engineering
contractors who were engaged in international projects.
We are confident that as we remain focused on the customer -- with superior
technology, logistics and well trained, capable personnel -- we will continue
to grow at an accelerated pace.
/s/ C. L. Hall
St. Louis, Missouri Carl L. Hall
March 1998 President
"We attribute much of
the Company's growth to
the specialization of our
markets that began several
years ago. Sales have
consistently outpaced our
major suppliers and the
market in general."
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MARKET REVIEW
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CONSTRUCTION MARKET
Graybar continues to increase market share in our largest customer group as
sales to contractors again grew faster than the market. Sales along the West
Coast were especially strong.
Larger inventories and strong marketing initiatives with the contractors'
preferred brand name product lines produced double digit increases in stock
sales in most territories. Complementing our inventories, we continued to
expand our Hot Key capabilities which provide on-line computer assistance for
special customer requirements. Hot Key provides a direct link for our
Customer Service Representatives to access key suppliers' databases and
locate hard-to-find items in their regional warehouses.
To bolster our direct ship project order business, we introduced a new
interactive quotation software program to the branches. Interactive Quote
(IQ) allows our personnel to develop a project proposal using our existing
product and pricing databases. The proposal can then be converted to an
order without having to enter the data. This saves labor and eliminates
errors. IQ is only one of many service offerings we have planned for our
contractor customers who work on large projects.
To improve our overall service capabilities, we continued our commitment to
sales specialization and training. Forty-three corporate sponsored training
schools were conducted with seven key suppliers. More than 900 employees
attended these classes.
A total of 350 employees attended lighting schools at General Electric's Nela
Park Training Institute and Graybar lighting schools at the Lithonia and
Cooper Lighting training centers.
We held 17 Graybar-only, instructor-led training schools with Square D.
These schools were conducted regionally and provided valuable intermediate
level product training to 320 Graybar employees. Completion of Square D's
Technical Institute Year-One Training was a prerequisite to attending the
intermediate schools. The three Year-One modules: "Fundamentals of
Electricity," "Introduction to Distribution Equipment" and "Introduction to
Motor Control" are core competencies for several certification programs in
the Graybar Training Guide. They can be found easily on our InfoLink
computer training network.
Our first Contractor Specialist sales training was introduced in December.
This school addresses bid dynamics, blueprint take-offs, the quotation
process, negotiating skills and order tracking. These topics were selected
based on the special needs of our contractor customers. We plan to have most
of our contractor sales representatives complete this training by the
end of 1998.
[PHOTO]
Graybar's exhibit at the NECA convention
featured tools and test equipment from 26
suppliers in a merchandising center atmosphere.
The "Tooling Up for Opportunities" display
offered hands-on product demonstrations and
promoted the benefits of leasing.
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<PAGE> 8
The Company exhibited at two major contractor conventions in 1997: The
National Electrical Contractors Association (NECA) and the Independent
Electrical Contractors (IEC). The NECA Show in Miami featured a 3,000 square
foot "Tooling Up for Opportunities" display. NECA, the largest contractor
show, provides two major opportunities. It allows Graybar to present itself
as the contractors' number one choice in distributors. Also, our suppliers
have the opportunity to witness and recognize the added value we bring to
their product offering as part of our total contractor service offering.
This helps gain their support for all our marketing programs.
Graybar exhibited at the IEC Annual Convention held in St. Louis. The theme
was "New Directions `97." The Graybar booth included presentations by
several major suppliers who introduced new and labor saving products. In
addition, Graybar, GE Lighting and Square D co-sponsored the annual "Big
Night on the Town" at the St. Louis Arch. This event was considered the
highlight of the convention.
COMMERCIAL AND INDUSTRIAL MARKETS
Graybar's growth in the Commercial and Industrial (C&I) Markets continued at
a double digit pace in 1997 primarily due to increased market penetration.
We increased our corporate account manager staff significantly during the
year. To provide our customers with excellent service, we have assigned
several corporate account managers to operate in the field with specific
accounts where they can help build better relationships with our customers.
All corporate account managers continue to work with customers to develop
solutions that include product standardization, cost containment, inventory
reduction, process improvement, documented savings, materials management, and
other significant cost-saving opportunities that are available through
process improvements.
We are committed to continue building Graybar's presence in the C&I Markets,
and we have dedicated the necessary resources in people and technology to
accomplish that goal. Our plan is to continue to offer problem solving
solutions to our existing accounts while also seeking to sign new agreements
with other significant customers.
The Company's goal is to continue to serve the C&I Markets by positioning
Graybar as the low cost provider of goods and services to these key markets.
"To bolster our direct
ship project order business,
we introduced a new
interactive quotation
software program to
the branches."
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MARKET REVIEW
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INTEGRATED SUPPLY
In 1997, Graybar took a two pronged approach to Integrated Supply that has
been of great interest to many of our major industrial customers. We
dedicated additional resources whose sole responsibility is to offer
Integrated Supply solutions to both our existing customers and to strategic
markets. We also restructured Solutions Providers Alliance (SPA) to address
our Integrated Supply customers on a more local basis. SPA now focuses on
offering value added services to the smaller industrial customer with
multiple plants in a geographic territory. SPA members are Graybar; Vallen
Corp., a supplier of safety supplies; and Kaman Industrial Technologies, a
supplier of bearings and power transmission products.
MINORITY/WOMEN OWNED BUSINESS ENTERPRISES
In 1997, Graybar sold over $100 million of products manufactured by
Minority/Women Owned Business Enterprises (MWBE) suppliers. It is the
Company's policy to support corporate purchases from MWBE companies.
Several examples are: a real estate facility management company that will
manage maintenance at Graybar's facilities nationally; a manufacturer of wood
reels for the Company's use on a national basis; and a transportation company
for Graybar's use on a district, and potentially national, level.
Graybar was named "Corporation of the Year" by the Minority Enterprise
Development Board in Denver, Colorado, for our minority participation program
with U S WEST and in recognition of our corporate initiatives.
ON-SITE SERVICES
Graybar ON-SITE Services were utilized during the year by many of our
industrial and engineering constructor accounts to provide material
management services for plant turnarounds, capital expansions, and new
construction projects.
The assignment of dedicated Graybar personnel and inventory at the actual job
site and the use of electronic commerce ensures the availability of materials
to meet the critical construction schedules of our customers.
ON-SITE Services, tailored to meet unique demands on a project-by-project
basis, provided our customers with significant cost savings during 1997 and
is recognized in the industry as a true value added service.
The Company has provided ON-SITE Services for a number of large engineering
constructor accounts. Other corporate account customers utilize ON-SITE
Services to manage their capital projects helping to drive product
standardization. We continue to promote this unique service to both our
engineering constructors and industrial customers.
COMM/DATA MARKETS
The significant increase in Internet use continued to provide the impetus for
growth in all Comm/Data Markets. Users required more networking and
connectivity products, and telephone companies needed to build more
infrastructure to carry the traffic. This trend is expected to continue well
into the next decade.
Graybar's specialized Sales/Service Teams, implemented in 1996, generated
record sales and market share in 1997. The specialization has been the key
to building a better informed, better trained and more nimble organization
that can react rapidly to changes in technology or market conditions.
The Sales/Service Team now includes 16 Network System Specialists, 62
Registered Communications Distribution Designers and five Technical Support
Specialists, in addition to Sales and Customer Service Representatives.
A core curriculum product training program was put in place to assure all new
personnel are quickly taught the skills required of their position.
PRIVATE NETWORK MARKET
This market represents the largest portion of the Company's total Comm/Data
sales, with the majority of sales being to contractors.
Our sales to wiring contractors grew faster than the industry average, while
interconnect contractor sales growth was slower. The interconnect contractor
is the primary source of sales of telephony systems for commercial use. As
with other digital electronic systems, the telephone systems have seen
significant price reductions as a result of improved technology.
Comm/Data product sales to commercial and industrial users grew significantly
with the added focus on these customers by the specialized Sales/Service
Teams. Graybar's position with contractors is protected by our policy
requirement that end user sales be made only to user accounts who have their
own installation and maintenance organization and who accept all
responsibility for installation performance.
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PUBLIC NETWORK MARKET
The added focus of specialization produced substantial growth in this market.
This growth has enabled Graybar to attain competitive costs on volume
sensitive products, thereby increasing the Company's presence with the
suppliers of these products. Several large commitments have resulted on
central office and transmission products, which are usually sold directly to
the telephone companies by the suppliers.
COMM/DATA PRODUCTS
The demand for products to connect computers into networks was responsible
for much of 1997's Comm/Data Market growth. Graybar is aligned with the
leading suppliers of these products and has a dominant position with the
contractors who buy and install them. Record sales were achieved with Lucent
Technologies Inc., our largest connectivity products supplier.
Information handling continued to be the major product demand in voice
systems as customers requested more sophisticated voice messaging,
teleconferencing and call handling features. These demands are satisfied in
the new digital systems being offered by Graybar suppliers. In 1997, we
reached an agreement with Lucent Technologies, Inc. to represent their
Partner System, a feature rich digital system. A direct agreement was also
signed with another key supplier to represent their electronic network
components. A significant effort was made to train the appropriate personnel
on these complex devices.
NATIONAL COMM/DATA ACCOUNTS
National accounts continue to be a significant part of our strategic sales
plan. To address this growth opportunity we have added additional National
Account Managers to corporate staff to focus on the Public and Private
Network Markets. We now have 11 National Account Managers addressing these
customers. These individuals are based in field locations within the
Comm/Data Districts. We continue to monitor our progress with national
accounts, and we will further address vertical market staffing requirements
as opportunities develop.
"The demand for products
to connect computers into
networks was responsible for
much of 1997's Comm/Data Market growth."
[PHOTO]
The latest technologies from our strategic
and key suppliers are featured in the new
312-page Communications and Data
Products catalog that was released in
the third quarter.
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MARKET REVIEW
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POWER UTILITY MARKET
The Company's growth pattern in the Power Utility Market continued in 1997
with modest sales increases and improved profitability over last year. This
growth pattern varied across the country with the changes brought about by
deregulation.
As deregulation came to the electricity marketplace, new business
opportunities became available for those associated with the market. While
the new rules spawned by deregulation are not yet fully defined, what is
known is that a new era of competition among power companies began. For
utility management, the contest for customers forced more efficient inventory
management, better customer services and more active supply-chain management.
Improving the performance of supply management provided perhaps the best
opportunity for Graybar to assist utilities in reducing their costs.
Supply management now cuts across all departments within a utility including
generation, transmission, and distribution. Graybar worked with the
utilities using our new process focused approach to streamline their supply
management systems. These new management processes improve the usage,
availability, and reliability of necessary materials and services.
Many utilities have already confronted the pressures of competition,
especially those located in the northeastern United States and the West
Coast, where utility rates are the highest. It is in those same areas where
Graybar had its largest growth in 1997. The Boston District, for example,
was selected for an alliance agreement to service the needs of a major
utility company. This agreement, along with a similar alliance secured the
previous year, means we serve two of the largest utilities in the Northeast.
In addition to reducing their operating costs, utilities also looked for ways
to increase revenues. Several utilities have set up separate unregulated
entities to sell products and services to their existing customers and also
to attract new customers presently serviced by other utilities. These new
product and service offerings by utilities and related companies created new
business opportunities for Graybar. Graybar is positioned for solid growth
in the Power Utility Market due to our comprehensive market offering of value
added services.
INTERNATIONAL MARKETS
Graybar International's strategy remained focused on supporting our national
account initiatives with multi-national corporations and engineering
contractors with international projects. This strategy proved sound, and we
finished the year in a strong position to continue to expand our
international efforts despite the current events in Asia and their effects
worldwide.
NORTH AMERICA
Graybar Ontario and Harris & Roome, the Company's Canadian operations,
experienced another profitable year with continued growth. Both opened new
locations to meet local business demands and continued their development of
Comm/Data Market opportunities.
The quickly improving economy in Mexico sparked a record year in sales and
profits for Graybar de Mexico. The move to a new location with counter
facilities in Mexico City positioned Graybar de Mexico for significant growth
in the years ahead.
LATIN AMERICA/CARIBBEAN
After a mid-year reorganization, Miami International ended the year with much
improved sales in both the Electrical and Comm/Data Markets. Due to the
strong market in Chile, and the presence there of many of our national
account customers and engineering contractors, the Company approved
establishing a Graybar facility in Santiago in 1998. This new facility will
report to Miami International.
The large number of domestic customers with projects in Puerto Rico
necessitated close cooperation between Graybar Puerto Rico and several
Graybar locations in the United States. This effort, combined with their
continued penetration of national accounts in their local market, resulted in
improved profitability for Graybar Puerto Rico.
ASIA/PACIFIC
Despite tremendous financial turmoil in Asia, we finished the year with the
successful completion of several projects and record sales. San Francisco
International and Graybar-P&M (Singapore) are positioned not only to survive
the current turmoil but to improve penetration in what still is the fastest
growing market in the world. Graybar USA employees are now permanently
stationed in both Singapore and Japan. An agency agreement has been
established in China to focus on the Comm/Data Market, with the agent
licensed to use the name "Graybar China."
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MIDDLE EAST/AFRICA
Although the political situation remains unstable throughout much of the
area, Houston International had a record sales year due to much improved
market conditions and increased sales of comm/data products. MRO agreements
with multinational customers continue to be a major factor in our success.
In addition, our agent in Saudi Arabia has expanded his business with Graybar
playing a more active role.
MARKETING SUPPORT
ADVERTISING AND SALES PROMOTION
Targeted communication of our "Real Solutions" service message continues to
help position the Company for additional business from existing accounts and
identify new customer prospects for continued growth.
Over 180 ad placements were positioned in market focused publications
including: Electrical Contractor, EC&M, CEE News, Purchasing, Industrial
Maintenance and Plant Operation, Compliance, Cabling Installation &
Maintenance, Cabling Business, Lightwave, Outside Plant and Fortune.
Supporting the electrical business were five editions of the Products Extra
tabloid, each with a dedicated theme. Themes included tools, Square D
products, safety, lighting and industrial/commercial solutions.
Two 40-page issues of the Graybar Digest were mailed to comm/data customers
and prospects. Featured themes were fiber optic products and computer
telephony integration.
The total number of sales leads received through our toll free number and
readers' service cards was in excess of 55,000 for the year.
A 312-page Graybar Communications and Data Products catalog featuring the
latest technologies from our strategic and key suppliers was distributed
during the third quarter. In addition, 29 Graybar/supplier customized
catalogs were produced during the year.
"Improving the
performance of supply
management provided
perhaps the best
opportunity for Graybar
to assist utilities in
reducing their costs."
[PHOTO]
Five issues of the Products Extra mailed to
our national customer database promoted
solutions from Graybar's top electrical suppliers.
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MARKET REVIEW
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[PHOTO]
New permanent point of
purchase display fixtures were
provided to each branch and
used for national promotions to
increase counter impulse sales.
Nine branch/counter promotions were designed featuring key suppliers. A new
permanent point of purchase display was provided to each location for
increased promotional visibility and impulse sales opportunities.
A new video presenting Graybar's service capabilities was introduced during
the second quarter. Highlights of the video included testimonials from
several large corporate account customers.
COUNTER MARKETING
Graybar counters enjoyed a banner year in 1997. The Counter Marketing
Department designed 15 locations, including new branches and Flagship
remodels. Our strategic suppliers supported our efforts by developing
product plan-o-grams specific to our counter customer requirements.
Our counter training was reinforced with six seminars in 1997. Two hundred
ten Counter Supervisors received instruction on all aspects of counter
marketing including floor plan design, plan-o-grams, merchandising layouts,
hands-on product training, and sales and margin development.
WORLD SERIES OF GOLF
The NEC World Series of Golf was held at Firestone Country Club, Akron, Ohio
in August. This event brings together the year's winners of major tour and
international tournaments. As a sponsor of this annual event, Graybar was
host to many of our key customers and suppliers. While the weather did dampen
tournament play, it had little impact on the enjoyment shown by our over 600
hosts and guests.
SQUARE D CHAMPION'S CLUB
The Graybar/Square D Champion's Club honored 26 new members in 1997 for their
exemplary sales efforts in 1996. One Graybar and one Square D Sales
Representative from each district received their awards from Carl Hall,
Graybar President and CEO, and Charley Denny, Square D Chairman and CEO. The
ceremony was held at the Disney Boardwalk Resort in Orlando.
NASCAR RACE
Graybar and Bussmann, Division of Cooper Industries, jointly sponsored the
Kenny Wallace team in a one time NASCAR Busch Series Grand National Event.
Kenny Wallace is a St. Louis native and a local favorite. The race was held
on July 26 at the new Gateway International Raceway just outside St. Louis.
Dale Shaw drove the Number 4 Chevy Monte Carlo in the Inaugural Gateway 300
for the Kenny Wallace team. Shaw placed third overall before a crowd of
60,000 race fans including 500 hosts and guests of Graybar, Bussmann and
Cooper Industries. A local newspaper advertising campaign and major network
race coverage provided a high level of visibility for Graybar and our
co-sponsor, Buss Fuse.
Kenny Wallace drove the Graybar/Bussmann Number 12 Ford Thunderbird at the
"Showdown at Sundown" Richmond Autolite Platinum 250 Busch series race on
September 5. The race was well attended by our Richmond District employees
and their race fan customers.
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GRAYBAR FINANCIAL SERVICES (GFS)
Graybar Financial Services (GFS) experienced an outstanding year in 1997.
Thousands of leases were processed from interconnects and contractors,
resulting in additional sales for the Company.
Marketing efforts aimed at interconnect contractors promoted leasing of tools
and test equipment for use in the installation of communications and
electrical systems. These initiatives, which included trade advertisements,
direct mail and counter programs, resulted in significant increases in direct
lease business.
The Company also implemented a new approach to win larger and more
competitive leasing opportunities by utilizing several different companies
that specialize in the more difficult, large dollar amount leases.
As a result of a year long evaluation of the GFS business, a new leasing
program will be launched in the first quarter of 1998. GFS will refocus on
service, improve pricing through cost reductions, and realign with a new
partner in an effort to significantly improve market share and drive
additional material sales. The goal of this new program is to position GFS
as the preferred choice for financing for our customers.
"Thousands of leases
were processed from
interconnects and
contractors, resulting
in additional sales
for the Company."
[PHOTO]
Kenny Wallace drove the Number 12 Ford
Thunderbird in one of two NASCAR events
that featured cars co-sponsored by Graybar
and Buss Fuse.
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OPERATIONS REVIEW
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CUSTOMER SERVICE
Emergency After-Hours Service is now in place to allow customers from
anywhere in the United States to dial 1-800-GRAYBAR and page a member of
branch management at the nearest Graybar location.
The Company continued to consolidate Comm/Data Customer Service Centers
during 1997. Consolidation into fewer, larger groups has enabled the Company
to accelerate product training and increase expertise in this market, and it
has also provided broader coverage in telephone service for phoned-in orders
and customer inquiries.
The customer returns process was automated through implementation of the new
Return Material Authorization mode. Upon receiving a request from a customer
to return material, the Customer Service Representative can access the
original order, select the items to be returned and create an authorization
in the computer system. When the merchandise is received and posted, the
credit is automatically issued to the customer. By eliminating paperwork and
manual data entry, the time required to process credit to the customer is
significantly reduced.
DISTRIBUTION AND ZONE SERVICE CENTERS
Graybar's four central-stock warehouses in Pennsylvania, Illinois, Texas and
California contributed extensively to growth in stock sales during the year.
As an example, strategically placed stocks of labor-saving electrical tools
supported a national advertising and sales effort in the spring of 1997.
Additionally, several hundred stock items from electrical and comm/data
suppliers were added to these warehouses to address anticipated customer
demand and to support supplier product introductions. Customer service was
improved and merchandise availability issues were successfully addressed by
these four shipping sites. Functioning as "on line" extensions of each
Graybar branch, they provide immediate availability of backup inventory and
specialty stock items.
TRANSPORTATION
An agreement was established with a large national company to lease all
delivery trucks and vans. This allows the Company to more effectively
utilize cash previously used to purchase delivery vehicles.
PURCHASING
During 1997, several new purchasing modules were implemented to the E3TRIM(R)
purchasing and forecasting system. E3TRIM(R) is an inventory management
software application designed to help us improve customer service while
reducing excessive inventory. One of the most significant developments was
the increased use of the projection and deal modules. The projection module
allowed us to provide our suppliers with anticipated demand for future
quarters. The projection forecasts assisted our suppliers in planning for
future shipments to Graybar. The deal module helped the Corporate Purchasing
Group to quickly analyze the forward-buying opportunities for announced price
increases, special promotional discounts, and volume incentive discounts.In
addition, utilization of the system's excess/overstock module allowed the
Corporate Purchasing Group to move merchandise from locations that were not
achieving projected demand forecasts to locations which were exceeding demand
forecasts.
By the end of 1997, the Corporate Purchasing Group was planning the
replenishment inventories for all comm/data products nationally, the
electrical products in the St. Louis, Dallas and Minneapolis Districts, the
Zone Service Centers, and the Regional Zone logistics pilot in Dallas. Over
280,000 stockkeeping units are being planned by the group, and the E3TRIM(R)
software has been a valuable tool to help improve both purchasing
productivity and customer service.
[PHOTO]
Material Handler Steve Todd at Bel Ridge selects from among
the hundreds of thousands of stockkeeping units available to
Graybar customers.
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SUPPLIER ASSISTED INVENTORY MANAGEMENT
Graybar's national participation in this close supplier and distributor
business relationship marked its fifth year in 1997. This program is
centered around electronic reporting of daily product activity (customer
sales), by item and by location, to the supplier. The supplier subsequently
participates in the planning and launching of replenishment stock orders to
Graybar's facilities. One of the important benefits realized by distributors
and manufacturers participating in Supplier Assisted Inventory Management
(SAIM) is an increased awareness of critical business issues faced by the
other party. This understanding and openness leads to more effective problem
solving on performance improvement and cost containment issues.
At the end of the year, SAIM suppliers represented approximately 20% of
Graybar's merchandise inventory and 25% of all active stockkeeping units.
WAREHOUSE MANAGEMENT SYSTEM
The conceptual design of the Warehouse Management System (WMS) was completed
in 1997. WMS utilizes a comprehensive software package that directs the flow
of material within the warehouse. A complete review of all warehouse
operational processes and functions was required to complete the conceptual
design. The system is planned to be implemented initially in our zone
facilities.
The functional design of the WMS system began with our software supplier in
late 1997. This phase of the project matches the warehouse business process
design with the capabilities of the software program. Included in the review
is the identification of the necessary modifications to the software system
and Graybar's host computer system to permit WMS to take advantage of
available technology.
The result of the installation of WMS will be significantly improved
accuracy, improved customer service, a more efficient operating system and
reduced costs. The Peoria, IL Zone warehouse has been targeted as the pilot
installation.
SAFETY
Due to increased safety awareness, the Company's OSHA incident rate compares
favorably to the industry average. Lost work days due to work related
injuries decreased by more than 25% from the previous year.
"Emergency After-Hours
Service is now in place
to allow customers
from anywhere in the
United States to dial
1-800-GRAYBAR and
page a member of branch
management at the nearest
Graybar location."
[PHOTO]
Anna Johnson, Senior Counter Sales
Representative in St. Louis is proud
of the top quality service she and her
fellow employees offer their customers.
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OPERATIONS REVIEW
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The Graybar fleet of owned and leased vehicles grew to more than 1,500 during
the year while experiencing a minor decrease in the fleet accident ratio. To
increase emphasis on the reduction of vehicle accidents, the Company
developed an on-line defensive driving training program. Additional safety
devices are being installed on delivery vehicles, and an employee recognition
program for safe driving is being implemented.
GENERAL OPERATIONS AND COST CONTAINMENT
Continued improvements have been made to the Company's intranet, now named
InfoLink. In support of ISO registration requirements, all Company policies
and procedural instructions are available on InfoLink. The Customer Service,
Warehouse, Purchasing and Sales Tax manuals were updated. A new manual
entitled "Business Process" was completed, and new Counter Service, Financial
and Sales manuals are being developed. The electronic document storage
provides immediate access to the most current information needed by users.
Many of the Company's standard forms are now accessible on InfoLink,
eliminating the expense of purchasing preprinted forms. Labor costs
associated with publishing and distributing and the space required for
storage of inventories are also being reduced.
The new Price/Cost Maintenance mode was implemented to provide a method to
electronically update pricing and costs from suppliers and Trade Service.
The reduced time required for review and manual input to the system will
result in cost savings to the Company.
In preparation for conversion to new workstation software on the Company's
Wide Area Network, a training program was developed to be available to all
users early in 1998 for completion prior to the conversion.
NEW LOCATIONS
OPENED IN 1997:
Eugene, Oregon
Haverhill, Massachusetts (Lucent)
Mississauga, Ontario
Morton Grove, Illinois
Oklahoma City, Oklahoma (Lucent)
Springdale, Arkansas
INFORMATION SYSTEMS
The migration of Graybar's computer network infrastructure to a distributed
environment was completed in 1997. An additional 95 branch servers were
added, bringing the total to 245. During the year another 2,000 personal
computers were networked, increasing our installed number to 5,500.
GroupWise(R), Novell's e-mail offering, was installed company-wide, and all
users now have corporate e-mail capability. Similarly, a direct Internet
link has provided a much easier way to send and receive e-mail with customers
and suppliers. During the year, Internet access was made available to every
user permitting them to view supplier and customer web sites.
Business growth the past four years has more than tripled the transactions
processed on our central mainframe. A major upgrade to our mainframe will be
completed during 1998. The new system will be ready for production in
February 1998.
All mainframe programming necessary to support the Year 2000 was completed
and put into production. Final testing will begin in the second quarter of
1998.
A new personal computer based quotations program, Interactive Quote, was
implemented in 1997. This program allows users to create customer specific
quotations utilizing the mainframe system to access pricing and item
availability. Quotations can then be printed, sent via e-mail, faxed or
converted to customer orders without rekeying.
Our customer dial-in offering, GraybarNet(R), has been redesigned to permit
customer order entry via the Internet. General distribution will begin in
early 1998.
A new Return Material Authorization mode was implemented in the last quarter
of 1997. This mode provides greater control over the return process, and
greatly reduces the steps required to handle customer returns. Credits can
now be automatically generated upon receipt of the returned material.
The initial phase of a new program, Project Management, has been completed
and will be piloted in the Tampa District in early 1998. This application is
designed to integrate job lot orders into our order entry system. Phase One
includes invoice processing, electronic billing summary, and job status.
14
<PAGE> 18
<TABLE>
FINANCIAL REVIEW
- -----------------------------------------------------------------------------------------------------------------------
SELECTED CONSOLIDATED FINANCIAL DATA
(Stated in thousands except for per share data)
<CAPTION>
1997 1996 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SALES $ 3,348,496 $ 3,001,049 $ 2,774,368 $ 2,364,461 $ 2,041,473
Less--Cash discounts (10,474) (9,637) (9,578) (8,839) (8,306)
- -----------------------------------------------------------------------------------------------------------------------
NET SALES 3,338,022 2,991,412 2,764,790 2,355,622 2,033,167
- -----------------------------------------------------------------------------------------------------------------------
COST OF MERCHANDISE SOLD (2,726,147) (2,453,962) (2,267,186) (1,934,925) (1,668,007)
- -----------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE (19,713) (16,687) (16,577) (12,003) (9,810)
- -----------------------------------------------------------------------------------------------------------------------
PROVISION FOR INCOME TAXES
Current (29,750) (28,599) (23,426) (15,225) (10,016)
Deferred (6,820) (1,722) (2,408) 1,251 763
- -----------------------------------------------------------------------------------------------------------------------
Total provision for income taxes (36,570) (30,321) (25,834) (13,974) (9,253)
- -----------------------------------------------------------------------------------------------------------------------
INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE 52,963 44,533 36,718 18,702 14,745
- -----------------------------------------------------------------------------------------------------------------------
Cumulative effect on prior years
of change in accounting for
postretirement benefits -- -- -- -- (45,000)
- -----------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) 52,963 44,533 36,718 18,702 (30,255)
- -----------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) APPLICABLE TO
COMMON STOCK 52,957 44,526 36,710 18,694 (30,265)
- -----------------------------------------------------------------------------------------------------------------------
AVERAGE COMMON SHARES
OUTSTANDING <FA> 5,285 5,442 5,225 5,360 5,520
- -----------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) PER SHARE OF
COMMON STOCK <FA> 10.02 8.18 7.03 3.49 (5.48)
- -----------------------------------------------------------------------------------------------------------------------
Cash dividends per share 2.00 2.00 2.00 2.00 2.00
- -----------------------------------------------------------------------------------------------------------------------
RETAINED EARNINGS
Balance, beginning of year 115,218 84,801 57,081 52,486 91,733
Add--Net income (loss) 52,963 44,533 36,718 18,702 (30,255)
- -----------------------------------------------------------------------------------------------------------------------
168,181 129,334 93,799 71,188 61,478
- -----------------------------------------------------------------------------------------------------------------------
Less dividends
Preferred ($1.00 per share) (6) (7) (8) (8) (10)
Common (in cash) (9,576) (9,480) (8,990) (8,729) (8,982)
Common (in stock) (9,373) (4,629) -- (5,370) --
- -----------------------------------------------------------------------------------------------------------------------
(18,955) (14,116) (8,998) (14,107) (8,992)
- -----------------------------------------------------------------------------------------------------------------------
Balance, end of year 149,226 115,218 84,801 57,081 52,486
Proceeds on stock subscriptions,
shares unissued 37 52 -- 39 51
STOCK OUTSTANDING
Preferred 119 143 150 164 183
Common 103,749 98,321 89,206 91,859 89,098
- -----------------------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 253,131 213,734 174,157 149,143 141,818
- -----------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS 1,051,821 881,636 823,280 719,786 610,512
LONG-TERM DEBT $ 139,748 $ 151,659 $ 91,257 $ 90,212 $ 63,621
- -----------------------------------------------------------------------------------------------------------------------
<FN>
<FA> Adjusted for the declaration of 10%, 5% and 6.25% stock dividends in
1997, 1996 and 1994, respectively. Prior to adjusting for the stock
dividends, the average common shares outstanding for 1996, 1995, 1994 and
1993 were 4,712, 4,524, 4,368 and 4,498, respectively.
This summary should be read in conjunction with the consolidated financial
statements and related notes thereto included elsewhere in this annual
report.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE> 19
FINANCIAL REVIEW
- ------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Stated in thousands except for share and per share data)
RESULTS OF OPERATIONS
1997 COMPARED TO 1996
Net sales in 1997 were 11.6% higher than in 1996. The higher net sales
resulted from improvements in the market sectors of the economy in which the
Company operates. The impact of inflation on sales and cost of sales was not
significant in 1997.
Gross margin in 1997 increased $74,425 (13.8%) compared to 1996
primarily due to the increased sales in the electrical and communications
markets.
The increase in selling, general and administrative expenses in 1997
compared to 1996 occurred largely because of adjustments in personnel
complement and adjustments in compensation and related expenses.
Interest expense increased in 1997 compared to 1996 primarily due to
increased levels of borrowing incurred to finance higher aggregate levels of
inventory and receivables. Interest rates on 1997 short-term borrowings were
slightly higher than for the same period in 1996.
Other income includes gains on sale of property of $2,280 and $7,313 in
1997 and 1996, respectively.
The combined effect of the increase in gross margin and the decrease in
other income, together with the increases in selling, general and
administrative expenses, interest expense and depreciation and amortization,
resulted in an increase in income before provision for income taxes of
$14,679 in 1997 compared to 1996.
1996 COMPARED TO 1995
Net sales in 1996 were 8.2% higher than in 1995. The higher net sales
resulted from improvements in the market sectors of the economy in which the
Company operates. The impact of inflation on sales and cost of sales was not
significant in 1996.
Gross margin in 1996 increased $39,846 (8.0%) compared to 1995
primarily due to the increased sales in the electrical and communications
markets.
The increase in selling, general and administrative expenses in 1996
compared to 1995 occurred largely because of adjustments in personnel
complement and adjustments in compensation and related expenses.
Interest expense increased slightly in 1996 compared to 1995 primarily
due to increased levels of borrowing incurred to finance higher aggregate
levels of inventory and receivables. Interest rates on 1996 short-term
borrowings were generally lower than for the same period in 1995.
Other income includes gains on sale of property of $7,313 and $2,055 in
1996 and 1995, respectively.
The combined effect of the increases in gross margin and other income,
together with the increases in selling, general and administrative expenses,
interest expense and depreciation and amortization, resulted in an increase
in income before provision for income taxes of $12,302 in 1996 compared to
1995.
1995 COMPARED TO 1994
Net sales in 1995 were 17.4% higher than in 1994. The higher net sales
resulted from improvements in the market sectors of the economy in which the
Company operates. The impact of inflation on sales and cost of sales was not
significant in 1995.
Gross margin in 1995 increased $76,907 (18.3%) compared to 1994
primarily due to the increased sales in the electrical and communications
markets.
The increase in selling, general and administrative expenses in 1995
compared to 1994 occurred largely because of adjustments in personnel
complement and adjustments in compensation and related expenses.
Interest expense increased in 1995 compared to 1994 primarily due to
increased levels of borrowing incurred to finance higher levels of inventory
and receivables. Interest rates on 1995 short-term borrowings were generally
higher than for the same period in 1994.
Other income includes gains on sale of property of $2,055 in 1995.
The combined effect of the increases in gross margin and other income,
together with the increases in selling, general and administrative expenses,
interest expense and depreciation and amortization, resulted in an increase
in income before provision for income taxes and cumulative effect of the
accounting change of $29,876 in 1995 compared to 1994.
16
<PAGE> 20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Stated in thousands except for share and per share data)
FINANCIAL CONDITION AND LIQUIDITY
The financial condition of the Company continues to be strong. At
December 31, 1997, current assets exceeded current liabilities by $242,398,
up $10,414 from December 31, 1996. The current assets at December 31, 1997
were sufficient to meet the cash needs required to pay current liabilities.
The substantial increases in merchandise inventory and accounts receivable
resulted primarily from the growth in sales experienced by the Company. The
Company does not have any plans or commitments which would require
significant amounts of additional working capital.
At December 31, 1997, the Company had available to it unused lines of
credit amounting to $210,000. These lines are available to meet short-term
cash requirements of the Company. Bank borrowings outstanding during 1997 and
1996 varied from a minimum of $65,000 and $38,000 to a maximum of $181,000
and $168,000, respectively.
The Company has a $125,000 Revolving Credit Loan Agreement with a group
of banks at an interest rate based on the London Interbank Offered Rate. The
credit agreement, which expires in May, 2001, has various covenants which
limit the Company's ability to make investments, incur debt, dispose of
property, and issue equity securities. The Company is also required to
maintain certain financial ratios as defined in the agreement. The Company
intends to utilize this credit line primarily as a secondary source of
borrowing for short-term financing requirements. In April, 1996, the
agreement was amended to increase the commitment to $125,000 from the $80,000
commitment in 1995. There have been no borrowings against this credit line
through December 31, 1997.
The Company has funded its capital requirements from operations, stock
issuances to its employees and long-term debt. In May, 1996, the Company
received the proceeds from a fifteen-year note for $65,000 at a fixed
interest rate of 7.36% with principal payable in semiannual installments
beginning in May, 2001. The note agreement has various covenants which limit
the Company's ability to make investments, pay dividends, incur debt, dispose
of property, and issue equity securities. The Company is also required to
maintain certain financial ratios as defined in the agreement. In July,
1996, the Company received the proceeds from a ten-year note for $7,000 at a
fixed interest rate of 7.74% with principal payable in quarterly installments
beginning in November, 1996.
Cash provided by operations during 1997 amounted to $10,809 compared to
$36,586 cash provided by operations in 1996. Cash provided from the sale of
common stock and proceeds received on stock subscriptions amounted to $875
and $8,002 in 1997 and 1996, respectively. Additional cash of approximately
$305 will be provided in 1998 as a result of payments to be made for stock
subscribed to by employees under the 1995 Common Stock Purchase Plan.
IMPACT OF YEAR 2000
The Company presently believes that with modifications to existing
software and conversions to new software, the Year 2000 Issue will not pose
significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed in a timely
manner, the Year 2000 Issue could have a material impact on the operations of
the Company.
Formal communications have been initiated by the Company with all of
its significant suppliers and large customers to determine the extent to
which the Company's interface systems are vulnerable to those third parties'
failure to remediate their own Year 2000 Issues. The Company's total Year
2000 project cost and estimates to complete include the estimated costs and
time associated with the impact of third party Year 2000 Issues based on
presently available information. However, there can be no guarantee that the
systems of other companies on which the Company's systems rely will be
converted in a timely manner and would not have an adverse effect on the
Company's systems.
The Company will utilize both internal and external resources to
reprogram, or replace, and test the software for Year 2000 modifications. The
Company anticipates completing the Year 2000 project within one year but not
later than December 31, 1998, which is prior to any anticipated impact on its
operating systems. The Year 2000 project will be funded through operating
cash flows and expensed as incurred. It is not expected to have a material
effect on the results of operations.
The costs of the project and the date on which the Company believes it
will complete the Year 2000 modifications are based on management's best
estimates, which were derived utilizing numerous assumptions of future
events, including the continued availability of certain resources, third
party modification plans and other factors. However, there can be no
guarantee that these estimates will be achieved and actual results could
differ materially from those anticipated. Specific factors that might cause
such material differences include, but are not limited to, the availability
and cost of personnel trained in this area, the ability to locate and correct
all relevant computer codes, and similar uncertainties.
17
<PAGE> 21
<TABLE>
CONSOLIDATED FINANCIAL STATEMENTS
- ---------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Stated in thousands except for share and per share data)
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31, 1997 1996 1995
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SALES, NET OF RETURNS AND ALLOWANCES $ 3,348,496 $ 3,001,049 $ 2,774,368
Less--Cash discounts (10,474) (9,637) (9,578)
- --------------------------------------------------------------------------------------------------------------------
Net Sales 3,338,022 2,991,412 2,764,790
- --------------------------------------------------------------------------------------------------------------------
COST OF MERCHANDISE SOLD (2,726,147) (2,453,962) (2,267,186)
- --------------------------------------------------------------------------------------------------------------------
Gross Margin 611,875 537,450 497,604
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (456,686) (409,259) (380,425)
TAXES, OTHER THAN INCOME TAXES (29,523) (26,922) (24,727)
DEPRECIATION AND AMORTIZATION (22,285) (19,862) (17,744)
- --------------------------------------------------------------------------------------------------------------------
Income from operations 103,381 81,407 74,708
OTHER INCOME, NET 5,865 10,134 4,421
INTEREST EXPENSE (19,713) (16,687) (16,577)
- --------------------------------------------------------------------------------------------------------------------
INCOME BEFORE PROVISION FOR INCOME TAXES 89,533 74,854 62,552
- --------------------------------------------------------------------------------------------------------------------
PROVISION FOR INCOME TAXES
Current (29,750) (28,599) (23,426)
Deferred (6,820) (1,722) (2,408)
- --------------------------------------------------------------------------------------------------------------------
Total provision for income taxes (36,570) (30,321) (25,834)
- --------------------------------------------------------------------------------------------------------------------
NET INCOME 52,963 44,533 36,718
- --------------------------------------------------------------------------------------------------------------------
RETAINED EARNINGS, BEGINNING OF YEAR 115,218 84,801 57,081
Cash dividends-
Preferred, $1.00 per share each year (6) (7) (8)
Common, $2.00 per share each year (9,576) (9,480) (8,990)
Common Stock dividend (9,373) (4,629) --
- --------------------------------------------------------------------------------------------------------------------
RETAINED EARNINGS, END OF YEAR $ 149,226 $ 115,218 $ 84,801
- --------------------------------------------------------------------------------------------------------------------
NET INCOME PER SHARE OF COMMON STOCK $ 10.02 $ 8.18 $ 7.03
- --------------------------------------------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements
</TABLE>
18
<PAGE> 22
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS December 31,
(Stated in thousands except for share and per share data) 1997 1996
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
- ------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS
Cash $ 18,523 $ 13,820
Trade receivables (less allowances of $4,627 and $4,483, respectively) 402,455 342,323
Merchandise inventory 389,314 301,835
Other current assets 13,748 13,245
- ------------------------------------------------------------------------------------------------------------------------
Total current assets 824,040 671,223
- ------------------------------------------------------------------------------------------------------------------------
PROPERTY, AT COST
Land 22,868 21,894
Buildings 167,654 153,454
Furniture and fixtures 113,854 107,410
Capital equipment leases 26,138 26,138
- ------------------------------------------------------------------------------------------------------------------------
330,514 308,896
Less--Accumulated depreciation and amortization 136,485 122,444
- ------------------------------------------------------------------------------------------------------------------------
194,029 186,452
- ------------------------------------------------------------------------------------------------------------------------
DEFERRED INCOME TAXES 9,639 11,793
- ------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS 24,113 12,168
- ------------------------------------------------------------------------------------------------------------------------
$1,051,821 $881,636
- ------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
Notes payable to banks $ 136,925 $ 68,282
Current portion of long-term debt 15,059 15,075
Trade accounts payable 326,969 273,878
Accrued payroll and benefit costs 41,924 35,923
Other accrued taxes 10,663 9,164
Dividends payable 5,246 5,214
Other payables and accruals 44,856 31,703
- ------------------------------------------------------------------------------------------------------------------------
Total current liabilities 581,642 439,239
- ------------------------------------------------------------------------------------------------------------------------
POSTRETIREMENT BENEFITS LIABILITY 77,300 77,004
- ------------------------------------------------------------------------------------------------------------------------
LONG-TERM DEBT 139,748 151,659
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Shares at December 31,
1997 1996
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDERS' EQUITY
Capital stock-
Preferred, par value $20 per share,
authorized 300,000 shares--
Issued to shareholders 6,009 7,141
In treasury, at cost (58) --
- ------------------------------------------------------------------------------------------------------------------------
Outstanding 5,951 7,141 119 143
- ------------------------------------------------------------------------------------------------------------------------
Common, stated value $20 per share,
Authorized 7,500,000 7,500,000
Issued to voting trustees 4,883,162 4,684,709
Issued to shareholders 323,434 251,375
In treasury, at cost (19,124) (20,035)
- ------------------------------------------------------------------------------------------------------------------------
Outstanding 5,187,472 4,916,049 103,749 98,321
- ------------------------------------------------------------------------------------------------------------------------
Common shares subscribed 493 1,110
Retained earnings 149,226 115,218
- ------------------------------------------------------------------------------------------------------------------------
253,587 214,792
Less--Subscriptions receivable 456 1,058
- ------------------------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 253,131 213,734
- ------------------------------------------------------------------------------------------------------------------------
$1,051,821 $881,636
- ------------------------------------------------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements
</TABLE>
19
<PAGE> 23
<TABLE>
CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands)
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31, 1997 1996 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATIONS
Net Income $ 52,963 $ 44,533 $ 36,718
- --------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income
to cash provided (used) by operations -
Depreciation and amortization 22,285 19,862 17,744
Deferred income taxes 6,820 1,722 2,408
Gain on sale of property (2,280) (7,313) (2,055)
Changes in assets and liabilities:
Trade receivables (50,117) 1,909 (42,707)
Merchandise inventory (80,186) (42,053) (48,300)
Other current assets (156) (445) (527)
Other assets (852) (1,222) (2,251)
Trade accounts payable 48,832 (3,851) 19,073
Accrued payroll and benefit costs 6,001 (1,427) 2,275
Other accrued liabilities 7,499 24,871 4,357
- --------------------------------------------------------------------------------------------------------------
(42,154) (7,947) (49,983)
- --------------------------------------------------------------------------------------------------------------
Net cash flow provided (used) by operations 10,809 36,586 (13,265)
- --------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property 5,364 10,497 4,136
Capital expenditures for property (27,342) (44,865) (25,621)
Investment in joint venture (14,134) - -
Other (2,275) - -
- --------------------------------------------------------------------------------------------------------------
Net cash flow used by investing activities (38,387) (34,368) (21,485)
- --------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in notes payable to banks 61,966 (62,272) 50,066
Proceeds from long-term debt - 72,000 14,000
Repayment of long-term debt (11,748) (10,387) (10,862)
Principal payments under capital equipment leases (4,403) (4,115) (2,975)
Sale of common stock 875 8,002 328
Purchases of treasury stock (4,859) (3,471) (3,034)
Dividends paid (9,550) (9,188) (8,884)
- --------------------------------------------------------------------------------------------------------------
Net cash flow provided (used) by financing activities 32,281 (9,431) 38,639
- --------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH 4,703 (7,213) 3,889
- --------------------------------------------------------------------------------------------------------------
CASH, BEGINNING OF YEAR 13,820 21,033 17,144
- --------------------------------------------------------------------------------------------------------------
CASH, END OF YEAR $ 18,523 $ 13,820 $ 21,033
- --------------------------------------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements
</TABLE>
20
<PAGE> 24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(Stated in thousands except for share and per share data)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Graybar
Electric Company, Inc. and its subsidiary companies. All significant
intercompany balances and transactions have been eliminated.
REVENUE RECOGNITION
Revenue from the sale of the Company's products is recognized upon
shipment to the customer. Costs of the products are recorded as cost of
merchandise sold when the related revenue is recognized.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses and the disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
MERCHANDISE INVENTORY
Inventory is stated at the lower of cost (determined using the last-in,
first-out (LIFO) cost method) or market. LIFO accounting is generally a
conservative method of accounting that, compared with other inventory
accounting methods, provides better matching of current costs with current
revenues. Had the first-in, first-out (FIFO) method been used, inventory
would have been approximately $28,993 and $30,644 greater than reported under
the LIFO method at December 31, 1997 and 1996, respectively.
PROPERTY AND DEPRECIATION
The Company provides for depreciation and amortization using the
straight-line method over the following estimated useful lives of the assets:
<TABLE>
- -----------------------------------------------------------
<S> <C>
Buildings 42 years
- -----------------------------------------------------------
Permanent fixtures-- Over the lives of the
leased property respective leases
- -----------------------------------------------------------
Furniture, fixtures and equipment 4 to 14 years
- -----------------------------------------------------------
Capital equipment Over the lives of the
leases respective leases
- -----------------------------------------------------------
</TABLE>
At the time property is retired, or otherwise disposed of, the asset
and related accumulated depreciation are removed from the accounts, and any
resulting gain or loss is credited or charged to other income.
Equipment under capital leases is recorded in property with the
corresponding obligations carried in long-term debt. The amount capitalized
is the present value at the beginning of the lease term of the aggregate
future minimum lease payments.
Maintenance and repairs are expensed as incurred. Major renewals and
betterments that extend the life of the property are capitalized.
The Company capitalizes interest expense on major construction and
development projects while in progress.
DESCRIPTION OF BUSINESS AND CREDIT RISK
Graybar Electric Company, Inc. is engaged internationally in the
distribution of electrical and communications equipment and supplies
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.
Financial instruments which potentially expose the Company to
concentrations of credit risk consist primarily of trade accounts receivable.
The Company's business activity is primarily with customers in the United
States; however, the Company has limited sales activity in several
international locations. The Company performs ongoing credit evaluations of
its customers, and a significant portion of trade receivables is secured by
lien or bond rights. In addition, export sales are usually guaranteed by
letter of credit or advance payment arrangements. The Company maintains
allowances for potential credit losses, and such losses historically have
been within management's expectations.
2. INCOME TAXES
The provision for income taxes recorded in the Consolidated Statements
of Income and Retained Earnings is as follows:
<TABLE>
<CAPTION>
Years Ended December 31: 1997 1996 1995
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Federal income tax
Current $26,248 $25,057 $20,304
Deferred 5,669 1,543 2,123
State income tax
Current 3,502 3,542 3,122
Deferred 1,151 179 285
- --------------------------------------------------------------------------
Financial statement
income tax provision $36,570 $30,321 $25,834
- --------------------------------------------------------------------------
</TABLE>
21
<PAGE> 25
CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
Deferred income taxes are provided based upon differences between the
financial statement and tax bases of assets and liabilities. The following
deferred tax assets (liabilities) are recorded at December 31:
<TABLE>
<CAPTION>
Assets/(Liabilities) 1997 1996
- --------------------------------------------------------------------------
<S> <C> <C>
Postretirement benefits $ 30,572 $ 30,455
Payroll accruals 6,416 5,792
Bad debt reserves 2,605 2,574
Other deferred tax assets 6,828 7,232
Inventory (1,387) 1,973
Prepaid pension (5,124) (4,086)
Fixed asset depreciation (13,209) (12,639)
Fixed asset gains (6,052) (5,362)
Accounts receivable (2,892) -
Other deferred tax liabilities (10,622) (11,689)
- --------------------------------------------------------------------------
$ 7,135 $ 14,250
- --------------------------------------------------------------------------
</TABLE>
Deferred tax liabilities included in Other Payables and Accruals were
$2,504 in 1997 while deferred tax assets in the amount of $2,457 were
included in Other Current Assets in 1996.
A reconciliation between the "statutory" federal income tax rate and
the effective tax rate in the Consolidated Statements of Income and Retained
Earnings is as follows:
<TABLE>
<CAPTION>
Years Ended December 31: 1997 1996 1995
- --------------------------------------------------------------------------
<S> <C> <C> <C>
"Statutory" tax rate 35.0% 35.0% 35.0%
State and local income taxes,
net of federal benefit 3.4 3.3 3.3
Other, net 2.4 2.2 3.0
- --------------------------------------------------------------------------
Effective tax rate 40.8% 40.5% 41.3%
- --------------------------------------------------------------------------
</TABLE>
3. CAPITAL STOCK
The Company's capital stock is owned by its employees and retirees.
Neither common nor preferred stock may be sold by the holder thereof, except
by first offering it to the Company. The Company may buy any common shares
so offered at the price at which they were issued ($20) with appropriate
adjustments for current dividends or may call all or part of the preferred
stock at par plus accrued dividends.
During 1995, the Company offered to eligible employees the right to
subscribe to 575,000 shares of common stock at $20 per share in accordance
with the provisions of the Company's Common Stock Purchase Plan dated October
9, 1995. This resulted in the subscription of 450,402 shares ($9,008).
Subscribers under the Plan elected to make payments under one of the
following options: (i) all shares subscribed for prior to January 19, 1996;
(ii) a portion of such shares prior to January 19, 1996, and the balance in
monthly installments through payroll deductions (or in certain cases where a
subscriber is no longer on the Company's payroll, through pension deductions
or direct monthly payments) over a 34-month period; or (iii) all shares
pursuant to the installment method. Shares were issued and Voting Trust
Certificates were delivered to subscribers as of January 19, 1996, in the
case of shares paid for prior to January 19, 1996. Shares will be issued and
Voting Trust Certificates will be delivered to subscribers on a quarterly
basis, as of the tenth day of March, June, September and December to the
extent full payments of shares are made in the case of subscriptions under
the installment method.
Shown below is a summary of shares reacquired and retired by the
Company in the three years ended December 31:
<TABLE>
<CAPTION>
PREFERRED COMMON
REACQUIRED RETIRED REACQUIRED RETIRED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1997 1,190 1,132 241,764 242,675
1996 363 363 173,173 165,569
1995 684 744 151,009 144,286
- --------------------------------------------------------------------------------
</TABLE>
4. LONG-TERM DEBT
<TABLE>
<CAPTION>
DECEMBER 31,
LONG-TERM DEBT WAS COMPOSED OF: 1997 1996
- --------------------------------------------------------------------------
<S> <C> <C>
7.36% note, unsecured, maturing
May, 2011, installments of $3,095
due semiannually in each of the years
2001 through 2010 with final
payment of $3,100 due in 2011 $65,000 $65,000
6.25% note, unsecured, maturing
June, 2004, installments of $7,000
due annually in each of the years
2000 through 2004 35,000 35,000
9.23% note secured by a first
mortgage on various properties,
maturing May, 2005, installments
of $2,725 due annually in each
of the years 1995 through 2004
with final payment of $2,750 due
in 2005 19,100 21,825
7.74% note, secured by facility,
due in quarterly installments
through August, 2006 5,425 6,125
7.67% note, unsecured, maturing
April, 2000, installments of
$2,000 due annually in each of
the years 1996 through 2000 4,000 6,000
4.78% to 8.75% capital equipment
leases, various maturities 3,929 6,832
7.75% note, secured by facility,
due in quarterly installments
through March, 2005 2,500 2,900
Variable rate mortgages, secured by
facilities, various maturities 1,914 1,000
12.25% note secured by a first
mortgage on various properties,
due in monthly installments
through June, 1999 1,761 4,977
Variable rate banker's acceptances,
unsecured, various maturities 1,119 0
5.68% note, unsecured, maturing
June, 1998, installments of $2,000
due annually in each of the years
1994 through 1998 0 2,000
- --------------------------------------------------------------------------
$139,748 $151,659
- --------------------------------------------------------------------------
</TABLE>
22
<PAGE> 26
<TABLE>
LONG-TERM DEBT MATURES AS FOLLOWS:
- -------------------------------------------------------
<S> <C>
1999 $ 11,619
2000 14,281
2001 17,281
2002 17,221
2003-2014 79,346
- -------------------------------------------------------
$139,748
- -------------------------------------------------------
</TABLE>
The present value of future minimum lease payments under capital leases
as of December 31, 1997 was $7,184, of which $3,929 is included in long-term
debt. The net book value of property securing various long-term debt
instruments was $53,231 at December 31, 1997.
Bank borrowings varied from a minimum of $65,000 and $38,000 to a
maximum of $181,000 and $168,000 in 1997 and 1996, respectively. The average
amount of bank borrowings outstanding during 1997 and 1996 amounted to
approximately $122,000 and $98,000 at weighted average interest rates of
5.70% and 5.60%, respectively. The averages are based on the daily amounts
outstanding during each year.
In May, 1996, the Company received the proceeds from a fifteen-year
note for $65,000 at a fixed interest rate of 7.36% with principal payable in
semiannual installments beginning in May, 2001. The note agreement has
various covenants which limit the Company's ability to make investments, pay
dividends, incur debt, dispose of property, and issue equity securities. The
Company is also required to maintain certain financial ratios as defined in
the agreement. In July, 1996, the Company received the proceeds from a
ten-year note for $7,000 at a fixed interest rate of 7.74% with principal
payable in quarterly installments beginning in November, 1996.
The Company had unused lines of credit of approximately $210,000 as of
December 31, 1997. Certain lines require maintenance of compensating
balances of up to 5% of the available lines of credit or quarterly fees of up
to twenty five basis points of the committed lines of credit. Included in
these unused lines of credit is a $125,000 Revolving Credit Loan Agreement
with a group of banks at an interest rate based on the London Interbank
Offered Rate. The credit agreement, which expires in May, 2001, has various
covenants which limit the Company's ability to make investments, incur debt,
dispose of property, and issue equity securities. The Company is also
required to maintain certain financial ratios as defined in the agreement.
In April, 1996, the agreement was amended to increase the commitment to
$125,000 from the $80,000 commitment in 1995. There have been no borrowings
against this credit line through December 31, 1997.
The carrying amounts of the Company's outstanding long-term debt and
notes payable to banks approximate their fair values at December 31, 1997.
5. PENSION PLAN
Pension and related expense was $7,040, $6,940 and $4,757 for each of
the three years ended December 31, 1997, 1996 and 1995, respectively.
The Company has a noncontributory defined benefit pension plan covering
substantially all full-time employees. The plan provides retirement benefits
based on an employee's final average earnings and years of service.
Employees become 100% vested after five years of service, regardless of age.
The Company's funding policy is to contribute the net periodic pension
cost accrued each year, provided that the contribution will not be less than
the ERISA minimum or greater than the maximum tax deductible amount. The
actuarially computed components of the defined benefit pension plan expense
for the three years ended December 31, are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
-------------------------------
<S> <C> <C> <C>
Service cost - benefits
earned during the year $ 5,631 $ 5,263 $ 4,190
Interest cost on projected
benefit obligation 8,993 8,383 7,762
Actual return on plan
assets (13,322) (8,013) (16,200)
Net amortization of return
on plan assets and
unrecognized net asset 4,810 348 8,222
------- ------- -------
Total defined benefit plan
expense $ 6,112 $ 5,981 $ 3,974
======= ======= =======
</TABLE>
The following table sets forth the plan's funded status for the two
years ended December 31:
<TABLE>
<CAPTION>
1997 1996
--------------------
<S> <C> <C>
Actuarial present value of benefit
obligation:
Vested benefits $ 84,300 $74,800
Nonvested benefits 17,200 15,300
-------- -------
Accumulated benefit obligation 101,500 90,100
-------- -------
Projected benefit obligation for
service rendered to date 135,000 119,800
-------- -------
Plan assets at fair value, primarily
common stocks and bonds 110,251 97,257
-------- -------
Projected benefit obligation
in excess of plan assets (24,749) (22,543)
-------- -------
Unrecognized prior service cost 4,063 4,375
Unrecognized net loss 39,430 34,689
Unrecognized net asset at
January 1, 1987 (8,109) (9,267)
-------- -------
Net pension asset recognized in
the consolidated balance sheets $ 10,635 $ 7,254
======== =======
</TABLE>
The discount rate and rate of increase in future compensation levels
used in determining the actuarial present value of the projected benefit
obligation were 7.25% and 4.25%, and 7.50% and 4.50% in 1997 and 1996,
respectively. The long-term rate of return on assets used in determining
defined benefit plan expense was 9.50% in 1997 and 1996, and
23
<PAGE> 27
CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
9.25% in 1995. The average remaining service lives of plan participants used
to calculate the amortization of the unrecognized net asset at January 1,
1987 was 18 years.
The Company also provides a defined contribution profit sharing and
savings plan covering substantially all of its full-time employees. Annual
contributions by the Company to the plan are at the discretion of management
and are generally determined based on the profitability of the Company.
Employees may also contribute to the plan subject to limitations imposed by
federal tax law and ERISA.
6. POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." The Company and its
subsidiaries provide certain health care and life insurance benefits for
retired employees through the Retiree Welfare Plan (the Plan). Substantially
all of the Company's employees may become eligible to participate in the Plan
if they reach normal retirement age while working for the Company. Benefits
are provided through insurance coverage with premiums based on the benefits
paid during the year. The Company funds the Plan on a pay-as-you-go basis,
and accordingly, the Plan has no assets at December 31, 1997 or 1996.
Periodic postretirement benefit expense for the three years ended
December 31 is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
-------------------------------
<S> <C> <C> <C>
Service cost - benefits earned
during the year $ 570 $ 554 $ 443
Interest cost on accumulated
postretirement benefit obligation 6,238 6,105 6,398
Amortization of net loss
from prior years 9 104 --
------ ------ ------
Net periodic postretirement
benefit expense $6,817 $6,763 $6,841
====== ====== ======
</TABLE>
The following table sets forth the accumulated post-retirement benefit
obligation for the Company's postretirement benefit plans for the two years
ended December 31:
<TABLE>
<CAPTION>
1997 1996
-------------------
<S> <C> <C>
Retirees $69,100 $64,700
Fully eligible active plan participants 11,100 12,200
Other active plan participants 7,600 7,700
------- -------
Accumulated postretirement benefit
obligation 87,800 84,600
Unrecognized net loss (10,500) (7,596)
------- -------
Accrued postretirement benefit cost $77,300 $77,004
======= =======
</TABLE>
The discount rate used in determining net periodic post-retirement
benefit expense was 7.50%, 7.25% and 8.50% for 1997, 1996 and 1995,
respectively. The discount rate used to determine the accumulated
postretirement benefit obligation was 7.25% and 7.50% at December 31, 1997
and 1996, respectively. The health care cost trend rate used in determining
net periodic postretirement benefit expense for all years was 6.75%, 6.50%
and 6.75% for 1997, 1996 and 1995, respectively. The health care cost trend
rate used to determine the accumulated postretirement benefit obligation for
all years was 6.50% and 6.75% at December 31, 1997 and 1996, respectively. A
one percentage point increase in the health care cost trend rate would not
have a material impact on the net periodic post-retirement benefit expense or
the accumulated postretirement benefit obligation.
7. NET INCOME PER SHARE OF COMMON STOCK
The computation of net income per share of common stock is based on the
weighted average number of common shares outstanding during each year. The
average numbers of shares used in computing net income per share of common
stock were 5,285,071, 5,442,341 and 5,225,571 in 1997, 1996 and 1995,
respectively, adjusted for the declaration of 10% and 5% stock dividends in
1997 and 1996, respectively.
8. COMMITMENTS
Rental expense was $12,673, $10,119 and $8,819 in 1997, 1996 and 1995,
respectively.
Future minimum rental payments required under operating leases that
have either initial or remaining noncancellable lease terms in excess of one
year as of December 31, 1997 are as follows:
<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31:
- --------------------------------------------
<S> <C>
1998 $13,514
1999 10,766
2000 7,115
2001 4,339
2002 2,279
Subsequent to 2002 7,054
- --------------------------------------------
</TABLE>
9. STATEMENTS OF CASH FLOWS
During 1997, 1996 and 1995 income taxes paid totaled $26,773, $31,468
and $22,943; interest paid totaled $19,834, $16,252 and $16,222; and
liabilities assumed in connection with capitalized leases totaled $0, $4,500
and $904, respectively.
The 1997 statement of cash flows includes the effect of the Company's
majority ownership position in Harris & Roome Supply Limited as a result of
additional shares purchased in May, 1997.
24
<PAGE> 28
REPORT OF INDEPENDENT AUDITORS
- ------------------------------------------------------------------------------
[LOGO] / / Gateway One / / Phone: 314 259 1000
Suite 1400
701 Market Street
St. Louis, Missouri 63101
Report of Independent Auditors
To the Shareholders and
the Board of Directors
Graybar Electric Company, Inc.
We have audited the accompanying consolidated balance sheets of Graybar
Electric Company, Inc. as of December 31, 1997 and 1996, and the related
statements of income and retained earnings and cash flows for each of the
two years in the period then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
The consolidated financial statements of the Company for the year ended
December 31, 1995, were audited by other auditors whose report dated
February 16, 1996, expressed an unqualified opinion on those statements.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the 1997 and 1996 financial statements referred to above
present fairly, in all material respects, the financial position of the
Company at December 31, 1997 and 1996, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
/s/ Ernst & Young LLP
February 20, 1998
25
<PAGE> 29
DISTRICT MANAGEMENT AS OF JANUARY 1, 1998
- ------------------------------------------------------------------------------
- ----------------------------------
NEW YORK DISTRICT
- ----------------------------------
Frank Mossa
Vice President
[PHOTO]
Keith E. Davis
Operating Manager
James (Chip) Bateman
Financial Manager
- ----------------------------------
BOSTON DISTRICT
- ----------------------------------
William L. King
Vice President
[PHOTO]
Donald M. Block
Sales Manager
Gerald G. Pollick
Operating Manager
Joseph P. Peduto
Financial Manager
- ----------------------------------
PITTSBURGH DISTRICT
- ----------------------------------
Steven M. Schooley
Vice President
[PHOTO]
Wade V. Leidecker
Sales Manager
C. Robert Smith
Operating Manager
Peter M. Wingrove
Financial Manager
- ----------------------------------
CINCINNATI DISTRICT
- ----------------------------------
Kenneth L. Netherton
Vice President
[PHOTO]
James D. Hooper
Sales Manager
J. William Grindle
Operating Manager
Stephen C. Beckmann
Financial Manager
- ----------------------------------
ATLANTA DISTRICT
- ----------------------------------
D. Steven Smith
Vice President
[PHOTO]
Bertie M. Wilson
Operating Manager
Darrel D. Schilling
Financial Manager
- ----------------------------------
RICHMOND DISTRICT
- ----------------------------------
Thomas S. Gurganous
Vice President
[PHOTO]
J. Wayne Andrews
Sales Manager
Wallace H. Hancock
Sales Manager
T. N. (Nick) Fleming
Operating Manager
David E. Metz
Financial Manager
- ----------------------------------
TAMPA DISTRICT
- ----------------------------------
Robert L. Mygrant
Vice President
[PHOTO]
Bruce E. Neilson
Sales Manager
Robert C. Lyons
Sales Manager
Robert D. Wombacher
Operating Manager
Richard C. Hird
Financial Manager
- ----------------------------------
CHICAGO DISTRICT
- ----------------------------------
Richard A. Cole
Vice President
[PHOTO]
Thomas E. Walsh
Sales Manager
John C. Fischer
Operating Manager
Martin J. Beagen
Financial Manager
- ----------------------------------
MINNEAPOLIS DISTRICT
- ----------------------------------
Robert L. Nowak
Vice President
[PHOTO]
Terrence J. Innes
Sales Manager
Christopher O. Olsen
Operating Manager
Thomas E. Kinate
Financial Manager
26
<PAGE> 30
- ----------------------------------
ST. LOUIS DISTRICT
- ----------------------------------
Irving Orloff
Vice President
[PHOTO]
Michael W. Fowler
Sales Manager
John P. Mills
Operating Manager
D. Beatty D `Alessandro
Financial Manager
- ----------------------------------
DALLAS DISTRICT
- ----------------------------------
Lawrence R. Giglio
Vice President
[PHOTO]
Peter J. Roettinger
Sales Manager
Francis B. Roderick
Sales Manager
Thomas T. Townsend
Operating Manager
George D. Zackey
Financial Manager
- ----------------------------------
SEATTLE DISTRICT
- ----------------------------------
John C. Loff
Vice President
[PHOTO]
Larry T. Christensen
Sales Manager
T. Peter Girard, Jr.
Operating Manager
Randall R. Harwood
Financial Manager
- ----------------------------------
PHOENIX DISTRICT
- ----------------------------------
Gary D. Hodges
Vice President
[PHOTO]
Richard A. Mitchell
Sales Manager
Jerry D. Nichols
Operating Manager
Ronald J. Grabar
Financial Manager
- ----------------------------------
NORTHEASTERN COMM/DATA DISTRICT
- ----------------------------------
Gerard J. McCrea
Vice President
[PHOTO]
- ----------------------------------
SOUTHEASTERN COMM/DATA DISTRICT
- ----------------------------------
Richard D. Offenbacher
Vice President
[PHOTO]
- ----------------------------------
CENTRAL COMM/DATA DISTRICT
- ----------------------------------
Alan L. Eddings
Vice President
[PHOTO]
- ----------------------------------
WESTERN COMM/DATA DISTRICT
- ----------------------------------
Kenneth B. Sparks
Vice President
[PHOTO]
27
<PAGE> 31
LOCATIONS AS OF JANUARY 1, 1998
- ------------------------------------------------------------------------------
CORPORATE OFFICE
34 North Meramec Avenue
St. Louis, Missouri 63105
314 512-9200
- ----------------------------------
NEW YORK DISTRICT
- ----------------------------------
21-15 Queens Plaza North
Long Island City,
New York 11101
718 392-2000
BRANCHES
New York: Manhattan,
Rochester, Albany, Syracuse,
Hauppauge, Buffalo, Jericho
New Jersey: Newark,
North Brunswick, Teterboro,
Hackettstown, Parsippany,
Wanamassa, Hamilton
INFORMATION SYSTEMS
11828 Lackland Road
St. Louis, Missouri 63146
314 569-0006
- ----------------------------------
PITTSBURGH DISTRICT
- ----------------------------------
900 Ridge Avenue
Pittsburgh, Pennsylvania
15212
412 323-5200
BRANCHES
Ohio: Youngstown, Cleveland,
Akron, Canton, Mansfield
Pennsylvania: Greensburg,
Harrisburg, Allentown,
Philadelphia
West Virginia: Wheeling
Delaware: New Castle
MID-ATLANTIC ZONE SERVICE CENTER
2124 Avenue "C"
Bethlehem, Pennsylvania 18017
610 266-0220
- ----------------------------------
ATLANTA DISTRICT
- ----------------------------------
2050 Nancy Hanks Drive
Norcross, Georgia 30071
770 441-5580
BRANCHES
Georgia: Atlanta
Midtown, Marietta,
Fayetteville, Savannah, Cartersville
Alabama: Birmingham,
Huntsville, Mobile
South Carolina: Columbia,
Greenville, Spartanburg,
Hilton Head, Beaufort
Tennessee: Knoxville,
Chattanooga
Florida: Pensacola
Mississippi: Jackson
MIDWEST ZONE
SERVICE CENTER
2424 A North Main Street
East Peoria, Illinois 61611
309 694-2341
- ----------------------------------
TAMPA DISTRICT
- ----------------------------------
801 North Rome Avenue
Tampa, Florida 33606
813 253-8881
BRANCHES
Florida: Sarasota, Lakeland,
Orlando, Pinellas,
Melbourne, North Tampa,
Tallahassee, Jacksonville,
South Jacksonville,
Daytona Beach, Perrine,
Miami, West Palm Beach,
Tampa Utility, Florida City,
Fort Myers, Fort Pierce,
Naples, Pompano Beach,
Gainesville
Georgia: Kingsland
- ----------------------------------
BOSTON DISTRICT
- ----------------------------------
345 Harrison Avenue
Boston, Massachusetts 02118
617 482-9320
BRANCHES
Rhode Island: Cranston
Massachusetts: Worcester,
Springfield, Somerville,
Haverhill
Maine: Portland
New Hampshire: Manchester
Vermont: Rutland
Connecticut: Hamden
- ----------------------------------
CINCINNATI DISTRICT
- ----------------------------------
1022 West Eighth Street
Cincinnati, Ohio 45203
513 621-0600
BRANCHES
West Virginia: Charleston
Ohio: Columbus, Dayton,
Lima
Kentucky: Lexington,
Louisville
Tennessee: Nashville
- ----------------------------------
RICHMOND DISTRICTt
- ----------------------------------
1510 Tomlynn Street
Richmond, Virginia 23230
804 354-1300
BRANCHES
Virginia: Norfolk, Roanoke,
Hampton, Chantilly
North Carolina: Asheville,
Raleigh, Winston-Salem,
Charlotte, Greensboro,
Wilmington
South Carolina: Rock Hill
Tennessee: Bristol, Johnson City
Maryland: Baltimore, Lanham
- ----------------------------------
CHICAGO DISTRICT
- ----------------------------------
900 Regency Drive
Glendale Heights, Illinois
60139
630 893-3600
BRANCHES
Illinois: Naperville, Chicago
Downtown, Morton Grove
Indiana: Fort Wayne,
South Bend, Hammond, Indianapolis
Michigan: Flint, Lansing,
Grand Rapids, Kalamazoo,
Auburn Hills, Kentwood,
Livonia
Ohio: Toledo
28
<PAGE> 32
NORTHEASTERN
COMM/DATA DISTRICT
1550 South Warfield Street
Philadelphia, Pennsylvania 19146
215 336-2211
- ----------------------------------
MINNEAPOLIS DISTRICT
- ----------------------------------
2300 East 25th Street
Minneapolis, Minnesota 55406
612 721-3545
BRANCHES
Minnesota: St. Paul, Duluth,
Brooklyn Park, Burnsville,
Plymouth, Rochester, Mankato
Montana: Billings
North Dakota: Fargo
South Dakota: Sioux Falls,
Brookings
Wisconsin: Green Bay,
Milwaukee, Marinette,
Manitowoc, Madison,
Neenah
SOUTHEASTERN
COMM/DATA DISTRICT
2050 Nancy Hanks Drive
Norcross, Georgia 30071
770 441-5580Dallas District
- ----------------------------------
DALLAS DISTRICT
- ----------------------------------
4601 Cambridge Road
Ft. Worth, Texas 76155
817 213-1200
BRANCHES
Texas: San Antonio,
Fort Worth Counter,
Amarillo, Austin, Abilene,
Cypress, Beaumont,
Corpus Christi,
Houston, Houston (Counter),
North Dallas, Sherman,
Lubbock, Kilgore, LaMarque,
Dallas (Royal Lane Counter),
Texas Instruments,
Houston Distribution Center,
Houston (Tellepsen)
Oklahoma: Oklahoma City, Tulsa
Arkansas: Little Rock, Conway,
Springdale
Louisiana: Shreveport,
Baton Rouge, Lake Charles,
Harahan
CENTRAL
COMM/DATA DISTRICT
8170 Lackland Road
Bel Ridge, Missouri 63114
314 512-0100
- ----------------------------------
PHOENIX DISTRICT
- ----------------------------------
3350 West Earll Drive
Phoenix, Arizona 85017
602 269-2131
BRANCHES
Arizona: Mesa, Tucson,
Scottsdale
Colorado: Colorado Springs,
Denver, Englewood
New Mexico: Albuquerque
Texas: El Paso
Nevada: Las Vegas, Henderson
Utah: Salt Lake City, Orem
California: Los Angeles,
Anaheim, Costa Mesa,
Long Beach, San Bernardino,
San Diego, Santa Barbara,
Van Nuys, Bakersfield,
San Marcos, Santa Maria,
San Diego (Downtown),
Los Angeles Distribution
Center
WESTERN
COMM/DATA DISTRICT
1919 Sixth Avenue South
Seattle, Washington 98134
206 292-4848
- ----------------------------------
ST. LOUIS DISTRICT
- ----------------------------------
8170 Lackland Road
Bel Ridge, Missouri 63114
314 512-0100
BRANCHES
Iowa: Davenport,
Des Moines,
Cedar Rapids
Illinois: East Peoria,
Springfield
Missouri: Jefferson City,
Kansas City, Springfield,
St. Louis (Counter)
Indiana: Evansville
Kansas: Olathe, Wichita
Nebraska: Omaha
Tennessee: Memphis, Jackson
- ----------------------------------
SEATTLE DISTRICT
- ----------------------------------
1919 Sixth Avenue South
Seattle, Washington 98134
206 292-4848
BRANCHES
Washington: Spokane,
Tacoma, Everett, Bellevue
Oregon: Portland, Beaverton,
Eugene
Idaho: Boise
Alaska: Anchorage
California: Oakland Counter,
Fresno, Modesto,
Sacramento, San Jose,
Martinez, Hayward,
San Francisco Downtown,
Visalia, San Carlos
(Counter)
Nevada: Sparks
Hawaii: Aiea
- ----------------------------------
INTERNATIONAL
- ----------------------------------
8170 Lackland Road
Bel Ridge, Missouri 63114
314 512-0550
Miami International
10500 Southwest 186th St.
Perrine, Florida 33157
305 252-0400
San Francisco International
2368 Lincoln Avenue
Hayward, California 94545
510 259-0122
Houston International
6161 Bingle Road
Houston, Texas 77092
713 970-9450
LOCATIONS
San Juan, Puerto Rico
Singapore
Mexico City, Mexico
Kitchener, Ontario
Hamilton, Ontario
Guelph, Ontario
Mississauga, Ontario
Niagara Falls, Ontario
Windsor, Ontario
Halifax, Nova Scotia
Dartmouth, Nova Scotia
Bridgewater, Nova Scotia
Kentville, Nova Scotia
New Glasgow, Nova Scotia
Sydney, Nova Scotia
Truro, Nova Scotia
Yarmouth, Nova Scotia
Charlottetown, Prince
Edward Island
Bathurst, New Brunswick
Florenceville, New Brunswick
Fredericton, New Brunswick
Moncton, New Brunswick
Saint John, New Brunswick
Corner Brook, Newfoundland
Grand Falls-Windsor,
Newfoundland
St. John's, Newfoundland
Wabush, Newfoundland
29
<PAGE> 33
Graybar Electric Company, Inc.
34 North Meramec Avenue
St. Louis, Missouri 63105
<PAGE> 1
LIST OF SUBSIDIARIES
<PAGE> 2
EXHIBIT 21
GRAYBAR ELECTRIC COMPANY, INC.
List of Subsidiaries
--------------------
Graybar Foreign Sales Corporation, a Barbados corporation.
Graybar International, Inc., a Missouri corporation doing
business in the territory of Puerto Rico.
Graybar Financial Services, Inc., a Missouri corporation.
Graybar Electric de Mexico, S.A. de C.V., a Mexican corporation.
Graybar Electric Limited, a Canadian corporation.
Graybar Foundation, Inc., a Missouri corporation.
Graybar Services, Inc., an Illinois corporation.
Distribution Associates, Inc., a Missouri corporation.
Graybar Electric (Ontario) Limited, a Canadian corporation
Graybar Holdings Limited, a Canadian corporation.
Graybar-P&M International PTE LTD, a Singapore corporation.
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS'
CONSENT OF ERNST AND YOUNG LLP
<PAGE> 2
Consent of Independent Auditors
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Graybar Electric Company, Inc. of our report dated February 20, 1998,
included in the 1997 Annual Report to Shareholders of Graybar Electric
Company, Inc.
Our audits also included the financial statement schedule of Graybar Electric
Company, Inc. listed in Item 14(a) for the years ended December 31, 1997 and
1996. This schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
the financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
/s/ Ernst & Young LLP
St. Louis, Missouri
February 20, 1998
<PAGE> 1
EXHIBIT 23(A)
INDEPENDENT ACCOUNTANTS'
CONSENT OF PRICE WATERHOUSE LLP
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[Price Waterhouse LLP letterhead]
February 16, 1996
To the Board of Directors
Graybar Electric Company, Inc.
In our opinion, the consolidated statements of income and retained earnings and
cash flows for the year ended December 31, 1995 (appearing on pages 18 and 20 of
the Graybar Electric Company, Inc. 1997 Annual Report to Shareholders which has
been incorporated by reference in this Form 10-K Annual Report) present fairly,
in all material respects, the results of operations and cash flows of Graybar
Electric Company, Inc. and its subsidiaries for the year ended December 31,
1995, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above. We have not audited the consolidated financial statements of Graybar
Electric Company, Inc. for any period subsequent to December 31, 1995.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
St. Louis, Missouri
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