Washington, D.C. 20549
FORM 11-K
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Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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For the fiscal year ended December 31, 2002 |
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Commission File Number 1-5725 |
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A. |
Full title of the plan and the address of the plan, if different from that of the issuer named below: |
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Quanex Corporation Hourly Bargaining Unit Employees Saving Plan |
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B. |
Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: |
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Quanex Corporation |
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1900 West Loop South, Suite 1500 |
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Houston, TX 77027 |
The Benefits Committee
Quanex Corporation
Houston, Texas
Re: Quanex Corporation Hourly Bargaining Unit Employees Savings Plan
We have audited the accompanying statements of net assets available for benefits of the Quanex Corporation Hourly Bargaining Unit Employees Savings Plan (the Plan) as of December 31, 2002 and 2001, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of investments as of December 31, 2002 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plans management. This supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE, LLP |
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DELOITTE & TOUCHE, LLP |
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Houston, Texas |
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June 25, 2003 |
2
QUANEX CORPORATION
HOURLY BARGAINING UNIT EMPLOYEES SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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DECEMBER 31, |
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2002 |
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2001 |
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Assets: |
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Investments at fair value (see Note C) |
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$ |
11,835,194 |
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$ |
13,579,018 |
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Employee contributions receivable |
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91,122 |
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77,594 |
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Net assets available for benefits |
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$ |
11,926,316 |
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$ |
13,656,612 |
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See notes to financial statements.
3
QUANEX CORPORATION
HOURLY BARGAINING UNIT EMPLOYEES SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS
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DECEMBER 31, |
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2002 |
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2001 |
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Investment income: |
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Interest and dividends |
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$ |
175,831 |
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$ |
318,277 |
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Net depreciation in fair value of investments (see Note C) |
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(1,773,802 |
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(940,098 |
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(1,597,971 |
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(621,821 |
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Employee contributions |
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1,464,366 |
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1,308,895 |
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Total additions |
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(133,605 |
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687,074 |
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Benefit payments |
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1,253,464 |
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960,133 |
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Administrative fee (see Note D) |
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74 |
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Total deductions |
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1,253,489 |
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960,207 |
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Transfers between plans (see Note G) |
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(343,202 |
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(1,362 |
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Decrease in net assets available for benefits |
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(1,730,296 |
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(274,495 |
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Net assets available for benefits: |
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Beginning of year |
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13,656,612 |
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13,931,107 |
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End of year |
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$ |
11,926,316 |
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$ |
13,656,612 |
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See notes to financial statements.
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QUANEX CORPORATION
HOURLY BARGAINING UNIT EMPLOYEES SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2002
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(b) Identity of issue |
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(c) Description of investment |
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(d) Cost (1) |
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Current |
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* |
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Fidelity Puritan Fund |
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Mutual fund |
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$ |
1,015,425 |
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* |
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Fidelity Magellan Fund |
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Mutual fund |
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2,927,104 |
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* |
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Fidelity Contrafund |
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Mutual fund |
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699,090 |
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* |
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Fidelity Growth & Income Fund |
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Mutual fund |
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915,666 |
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* |
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Fidelity Independence Fund |
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Mutual fund |
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882,225 |
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* |
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Fidelity Overseas Fund |
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Mutual fund |
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179,064 |
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* |
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Fidelity Balanced Fund |
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Mutual fund |
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214,979 |
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* |
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Fidelity Blue Chip Fund |
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Mutual fund |
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506,859 |
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* |
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Fidelity Asset Manager Fund |
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Mutual fund |
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26,359 |
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* |
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Fidelity Low-Priced Stock Fund |
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Mutual fund |
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247,593 |
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* |
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Fidelity Government Money Market Fund |
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Mutual fund |
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2,808,535 |
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* |
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Fidelity Common/Commingled trust |
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Mutual fund |
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477,543 |
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Templeton Foreign Fund |
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Mutual fund |
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138,871 |
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Neuberger & Berman Partners Trust Fund |
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Mutual fund |
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32,722 |
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Total Mutual Fund Assets |
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11,072,035 |
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Quanex Corporation |
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Unitized common stock |
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763,159 |
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Total Investments |
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$ |
11,835,194 |
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* Party-in-Interest
(1) Cost omitted because all investments are participant directed.
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QUANEX CORPORATION
HOURLY BARGAINING UNIT EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
A. DESCRIPTION OF THE PLAN
The following description of the Quanex Corporation Hourly Bargaining Unit Employees Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for more complete information.
(1) General. The Plan became effective January 1, 1989 and is sponsored by Quanex Corporation (the Company). The Plan is a defined contribution plan, which is subject to the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is a voluntary savings plan in which union hourly employees of the MACSTEEL divisions of the Company are eligible to participate after completing three months of active service. Fidelity Management Trust Company (Fidelity or the Trustee) holds the assets of the Plan in trust. The Benefits Committee (the Committee), appointed by the Companys Board of Directors, serves as the Plan administrator.
(2) Contributions. Participants may elect to contribute up to 15 percent of their before-tax or after-tax compensation as defined by the Plan agreement.
(3) Participant Accounts. Each participants account is credited with the participants contribution and an allocation of investment income, which is based on individual participant account balances as of the end of the period in which the income is earned.
(4) Vesting. Participants are immediately vested in their contributions and the related earnings.
(5) Payment of Benefits. Upon termination of service, the participant may elect to receive a lump sum distribution equal to the total amount of vested benefits in his or her account. Terminated participants with an account balance of less than $5,000 will automatically receive a lump sum distribution.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) Accounting Basis. The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles.
(2) Investment Valuation. Investments are reflected at fair value in the financial statements. Fair value of mutual fund assets is determined using a quoted net asset value. Fair value for Quanex Corporation unitized common stock, which is listed on the New York Stock Exchange, is determined using the last recorded sales price. The recorded value of the common/commingled trust is at face value, which is fair value. The sale or purchase of securities is recorded on the trade date. Interest income is recorded as earned on the accrual basis. Dividends are recorded on the ex-dividend date. The net depreciation in fair value of investments consists of the net change in both the unrealized appreciation (depreciation) in fair value of investments and the net realized gains (losses) upon the sale of investments. The net change in unrealized appreciation (depreciation) and realized gains (losses) upon sale are determined using the fair values as of the beginning of the year or the purchase price if acquired since that date.
(3) Use of 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 and liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from these estimates.
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(4) Risks and Uncertainties The Plan, through its investment options, holds various investments including foreign and domestic corporate debt and equity securities as well as obligations of the United States government. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
(5) Administrative Expenses. The Company pays all administrative expenses, except redemption fees imposed on certain Fidelity funds.
(6) Payment of Benefits. Benefit payments are recorded when paid.
C. INVESTMENTS
The following are investments that represent 5 percent or more of the Plans investments.
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December 31, 2002 |
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December 31, 2001 |
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Shares |
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Amount |
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Shares |
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Amount |
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Fidelity Puritan Fund |
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64,308 |
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$ |
1,015,425 |
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61,772 |
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$ |
1,091,521 |
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Fidelity Magellan Fund |
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37,071 |
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2,927,104 |
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38,578 |
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4,020,657 |
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Fidelity Contrafund |
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18,111 |
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699,090 |
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14,120 |
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603,937 |
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Fidelity Growth & Income Fund |
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30,210 |
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915,666 |
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28,614 |
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1,069,597 |
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Fidelity Independence Fund |
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67,500 |
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882,225 |
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71,821 |
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1,132,616 |
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Fidelity Government Money Market Fund |
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2,808,535 |
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2,808,535 |
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3,075,143 |
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3,075,143 |
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Quanex unitized common stock |
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48,764 |
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763,159 |
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64,739 |
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857,146 |
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During the years ended December 31, 2002 and 2001, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated / (depreciated) in value as follows:
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2002 |
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2001 |
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Mutual funds |
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$ |
(1,890,007 |
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$ |
(1,373,859 |
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Quanex unitized common stock |
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116,205 |
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433,761 |
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$ |
(1,773,802 |
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(940,098 |
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D. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. In addition, the Plan invests in shares of Quanex Corporation unitized common stock. Quanex Corporation is the Plan sponsor as defined by the Plan and, therefore, these transactions also qualify as party-in-interest transactions. As of December 31, 2002 and 2001, the value of Quanex Corporation common stock held by the Plan was $763,159 and $857,146, respectively.
E. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the right under the Plan to terminate the Plan at any time subject to the provisions set forth in ERISA. In the event of Plan termination, the assets held by the Trustee under the Plan will be valued and fully vested, and each participant will be entitled to distributions respecting his or her account.
F. FEDERAL INCOME TAX STATUS
The Plan is subject to specific rules and regulations related to employee benefit plans under the Department of Labor and the Internal Revenue Service. The Plan has received a favorable letter of tax determination dated August 19, 2002. As such, the Plan is a qualified trust under Sections 401(a) and 401(k) of the
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Internal Revenue Code (the Code) and, as a result, is exempt from federal income tax under Section 501(a) of the Code. The Company believes the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. The Company believes the Plan was qualified and the related trust was tax-exempt as of the financial statement dates.
G. TRANSFER OF ASSETS
Account balances of $(343,202) and $(1,362) were transferred between the Plan and the Quanex Corporation Employee Saving Plan in plan years 2002 and 2001, respectively.
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The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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Quanex Corporation Hourly Bargaining Unit Employees Savings Plan |
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Date: June 30, 2003 |
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/s/ Ricardo Arredondo |
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Ricardo Arredondo, Benefits Committee |
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INDEX TO EXHIBITS
23.1 |
Independents Auditors Consent |
99.1 |
Certification by chief financial officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.2 |
Certification by chief executive officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-46824 of Quanex Corporation on Form S-8 of our report dated June 25, 2003, appearing in this Annual Report on Form 11-K of the Quanex Corporation Hourly Bargaining Unit Employees Savings Plan for the year ended December 31, 2002.
/s/ DELOITTE & TOUCHE LLP |
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DELOITTE & TOUCHE LLP |
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Houston, Texas |
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June 25, 2003 |
EXHIBIT 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
NOT FILED PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
In connection with the Annual Report of the Quanex Corporation Hourly Bargaining Unit Employees Savings Plan (the Plan) on Form 11-K for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Terry M. Murphy, Chief Financial Officer of Quanex Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan.
/s/ Terry M. Murphy |
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Terry M. Murphy |
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Chief Financial Officer |
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June 30, 2003 |
EXHIBIT 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
NOT FILED PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
In connection with the Annual Report of the Quanex Corporation Hourly Bargaining Unit Employees Savings Plan (the Plan) on Form 11-K for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Raymond A. Jean, Chief Executive Officer of Quanex Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
3. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
4. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan.
/s/ Raymond A. Jean |
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Raymond A. Jean |
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Chief Executive Officer |
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June 30, 2003 |