☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of “large accelerated ~~filer”,~~ ~~“accelerated filer”,~~filer,” “accelerated filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of ~~November 3, 2017,~~August 1, 2022, there were ~~37,208,581~~37,055,473 shares of Common Stock, par value $0.01 per share, outstanding.

NOTE 1: FINANCIAL STATEMENTS

Ryerson Holding Corporation (“Ryerson Holding”), a Delaware corporation, is the parent company of Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), a Delaware corporation. Affiliates of Platinum Equity, LLC (“Platinum”) own approximately ~~21,037,500~~15,924,478 shares of our common stock, which is approximately ~~57%~~43% of our ~~issued and~~ outstanding common stock. On May 13, 2022, Platinum sold 3,500,000 shares of its common stock through an underwritten secondary offering. Concurrently, Ryerson Holding completed a share repurchase from Platinum of 1,613,022 shares of common stock. See Note 13: Stockholders Equity for further information.

We are a leading value-added processor and distributor of industrial metals ~~service center,~~ with operations in the United States (“U.S.”) through JT Ryerson, in Canada through our indirect wholly-owned subsidiary Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”), and in Mexico through our indirect wholly-owned subsidiary Ryerson Metals de Mexico, S. de R.L. de C.V., a Mexican corporation (“Ryerson Mexico”). In addition to our North American operations, we conduct materials processing and distribution operations in China through an indirect wholly-owned subsidiary, Ryerson China Limited (“Ryerson China”)., a Chinese limited liability company. Unless the context indicates otherwise, Ryerson Holding, JT Ryerson, Ryerson Canada, Ryerson China, and Ryerson Mexico, together with their subsidiaries, are collectively referred to herein as “Ryerson,” “we,” “us,” “our,” or the “Company.”

~~The following table shows our percentage of sales by major product lines for the three and nine months ended September 30, 2017 and 2016, respectively:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

Product Line

2017

2016

2017

2016

Carbon Steel Flat

29
%

29
%

28
%

27
%
Carbon Steel Plate

10

9

10

9

Carbon Steel Long

12

13

12

14

Stainless Steel Flat

17

17

18

16

Stainless Steel Plate

4

4

4

4

Stainless Steel Long

4

3

4

4

Aluminum Flat

16

16

15

16

Aluminum Plate

3

3

3

3

Aluminum Long

4

4

4

5

Other

1

2

2

2

Total

100
%

100
%

100
%

100
%

Results of operations for any interim period are not necessarily indicative of results of any ~~other~~future periods or for the year. The condensed consolidated financial statements as of ~~September~~June 30, ~~2017~~2022 and for the three-month and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 are unaudited, but in the opinion of management, include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods. The year-end condensed consolidated balance sheet data contained in this report was derived from audited financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles ~~generally accepted in the United States of America.~~(“GAAP”). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2021.

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS

Impact of Recently Issued Accounting Standards—Adopted

~~In March 2016, the Financial Accounting Standards Board (“FASB”)~~No accounting pronouncements have been issued ~~Accounting Standard Update (“ASU”) 2016-07, “Investments – Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting~~.” The amendment eliminates the retroactive adjustments to an investment upon it qualifying for the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence by the investor. ASU 2016-07 requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment qualifies for equity method accounting. The update was effective for interim and annual reporting periods beginning after December 15, 2016. We adopted this guidance forimpact our ~~fiscal year beginning January 1, 2017. The adoption of this guidance did not have an impact on our consolidated~~ financial statements.

~~In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business~~”. The guidance in ASU 2017-01 was issued to provide clarity of the definition of a business with the objective to assist entities in the evaluation of whether a transaction should be accounted for as an acquisition of assets or a business. The update is effective for fiscal years beginning after December 15, 2017, and is to be applied on a prospective basis. Early adoption is permitted. We adopted this guidance for our fiscal year beginning January 1, 2017. The adoption of this guidance did not have an impact on our consolidated financial statements.

~~In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment~~”. The objective of the guidance in ASU 2017-04 is to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. To test goodwill under this amendment, an entity should perform its annual impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized in the amount that the carrying amount exceeds the reporting unit’s fair value; however, the loss should not exceed the total amount of goodwill allocated to the reporting unit. The update is effective for fiscal years beginning after December 15, 2020, and is to be applied on a prospective basis. Early adoption is permitted. We adopted this guidance for our fiscal year beginning January 1, 2017. The adoption of this guidance did not have an impact on our consolidated financial statements.

~~In August 2017, the FASB issued ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities~~”. The objective of the amendments is to better align an entity’s risk management activities and financial reporting for hedging relationships. Changes are made to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. Certain targeted improvements are also made to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The update is effective for fiscal years beginning after December 15, 2018, and the amended presentation and disclosure guidance is to be applied on a prospective basis. Early adoption is permitted in any interim or annual period. We adopted this guidance effective July 1, 2017. The adoption of this guidance did not have an impact on our consolidated financial statements.

Impact of Recently Issued Accounting Standards—Not Yet Adopted

~~In May 2014,~~No accounting pronouncements have been issued that we have not yet adopted.

NOTE 3: CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the ~~FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which creates Accounting Standards Codification (“ASC”) 606 “Revenue from Contracts with Customers” and supersedes the revenue recognition requirements in ASC 605 “Revenue Recognition.~~” The guidance in ASU 2014-09 and subsequently issued amendments outlines a comprehensive model for all entities to use in accounting for revenue arising from contracts with customers as well as required disclosures. Under the new standard, recognition of revenue occurs when a customer obtains control of promised goods or services in an amountCondensed Consolidated Balance Sheets that reflects the consideration which the entity expects to receive in exchange for those goods or services. The new standard requires additional disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers including significant judgments and changes in judgments. The new standard permits two methods of adoption: the full retrospective method or the modified retrospective transition method. We will adopt the new standard effective January 1, 2018 using the modified retrospective transition method with the cumulative effect recordedsum to the ~~opening balance of retained earnings as of the date of adoption.~~

We have established a project management team to analyze the impact of the new standard. The team is evaluating our different revenue streams and reviewing representative contracts with customers to identify if there are differences that would result from the application of the new standard as compared to our current accounting policies and practices. Under the new standard, the Company expects to recognize revenue on an over time basis for a subset of revenues associated with custom fabricated products instead of upon delivery of the fabricated product to the customer. The Company has not yet completed the process of quantifying the effects on our consolidated financial statements of the changes that may result from adoption. The Company is implementing new business processes and internal controls in order to recognize revenue in accordance with the new standard. We believe our implementation of the new standard is progressing in a timely manner to allow for proper recognition, presentation, and disclosure upon adoption.

~~In January 2016, the FASB issued ASU 2016-01, "Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.~~" The amendments in ASU 2016-01 change the accounting for non-consolidated equity investments that are not accounted for under the equity method of accounting by requiring changes in fair value to be recognized in net income. Under current guidance, changes in fair value for investments of this nature are recognized in accumulated other comprehensive income as a component of stockholders’ equity. Additionally, ASU 2016-01 simplifies the impairment assessment of equity investments without readily determinable fair values; requires entities to use the exit price when estimating the fair value of financial instruments; and modifies various presentation disclosure requirements for financial instruments. T~~he amendments should be applied by means of a cumulative-effect adjustment to the balance sheet as~~total of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption. ~~The update is effective for interim~~ and ~~annual reporting periods beginning after December 15, 2017.~~ ~~Early adoption is permitted. We will adopt this guidance for our fiscal year beginning~~

January 1, 2018. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. Our available-for-sale investment as of September 30, 2017 has a fair value of $0.1 million.

~~In February 2016, the FASB issued ASU 2016-02, “Leases” codified~~ending cash balances shown in ~~ASC 842, “Leases.~~” The guidance requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The amendment also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. The update is effective for interim and annual reporting periods beginning after December 15, 2018. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, and have the option to use certain relief. Full retrospective application is prohibited. ~~Early adoption is permitted.~~ We will adopt this guidance for our fiscal year beginning January 1, 2019. The Company is working to gather lists of all leases and is in the process of implementing a lease software to be used for lease tracking, reporting and disclosures. We are still assessing the impact of adoption on our consolidated financial statements.

~~In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments.~~” The amendment requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, thus eliminating the probable initial recognition threshold and instead reflecting the current estimate of all expected credit losses. The amendment also requires that credit losses relating to available-for-sale debt securities be recorded through an allowance for credit losses rather than a write-down, thus enabling the ability to record reversals of credit losses in current period net income. The update is effective for interim and annual reporting periods beginning after December 15, 2019. An entity will apply the amendment through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). A prospective transition approach is required for debt securities for which an-other-than-temporary impairment had been recognized before the effective date. The effect of a prospective transition approach is to maintain the same amortized cost basis before and after the effective date of this update. ~~Early adoption is permitted~~ ~~only for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years~~. ~~We will adopt this guidance for our fiscal year beginning January 1, 2020. We are still assessing the impact of adoption on our consolidated financial statements.~~

~~In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows – Classification of Certain Cash Receipts and Certain Cash Payments.~~” The amendments address the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The update is effective for interim and annual reporting periods beginning after December 15, 2017. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. ~~Early adoption is permitted.~~ ~~We will adopt this guidance for our fiscal year beginning January 1, 2018.~~ ~~The adoption of this guidance is not expected to have a material impact on our consolidated financial statements~~.

~~In October 2016, the FASB issued ASU 2016-16,~~ ~~“Income Taxes – Intra-Entity Transfers of Assets Other Than Inventory~~.” The amendment requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The update is effective for interim and annual reporting periods beginning after December 15, 2017. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Early adoption is permitted. We will adopt this guidance for our fiscal year beginning January 1, 2018. ~~The adoption of this guidance is not expected to have a material impact on our consolidated financial statements~~.

~~In November 2016, the FASB issued ASU 2016-18~~ ~~“Statement of Cash Flows – Restricted Cash.~~” The amendment requires entities to include in their cash and cash-equivalent balances in the statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. The ASU does not define the terms “restricted cash” and “restricted cash equivalents.” The amendment is effective for interim and annual reporting periods beginning after December 15, 2017. ~~The amendments should be applied using a retrospective transition method to each period presented.~~ ~~Early adoption is permitted. We will adopt this guidance for our fiscal year beginning January 1, 2018.~~ ~~The adoption of this guidance is not expected to have a material impact on our consolidated financial statements~~.

~~In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post Retirement Benefit Cost~~”. The amendment requires entities to disaggregate the service cost component from the other components of net benefit cost and limits the capitalization of net benefit cost to only the service cost component. The amendment also provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the statement of comprehensive income. The amendments are effective for interim and annual reporting periods beginning after December 15, 2017. The disclosure requirements of the amendments should be applied retrospectively and the requirements concerning capitalization of the net service costs should be applied prospectively. We will adopt this guidance for our

~~fiscal year beginning January 1, 2018. Adoption of this guidance will result in a reclass within the lines of~~ the Condensed Consolidated Statements of ~~Comprehensive Income, with no impact on gross margins, and is not expected to~~Cash Flows:


	June 30,		December 31,
	2022		2021
	(In millions)
Cash and cash equivalents	$	41.4	$	51.2
Restricted cash		1.2		1.2
Total cash, cash equivalents, and restricted cash	$	42.6	$	52.4

We have ~~a material impact on our consolidated financial statements.~~cash restricted for the purposes of covering letters of credit that can be presented for potential insurance claims.

NOTE 4: INVENTORIES

~~In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation: Scope of Modification Accounting~~”. The amendment provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply the accounting guidance on modifications to share-based payment awards. The guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We will adopt this guidance for our fiscal year beginning January 1, 2018. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

~~NOTE 3: INVENTORIES~~

The Company primarily uses the last-in, first-out (LIFO) method of valuing inventory. ~~Interim~~In the first quarter of 2022, we changed the method we use to estimate LIFO on an interim basis. This is a change in accounting estimate that is inseparable from a change in accounting principle. Historically, interim LIFO calculations ~~are~~were based on actual inventory ~~levels.~~levels and costs at each interim period. In the first quarter of 2022, we elected to recognize the interim effects of the LIFO inventory valuation method by projecting expected year-end inventory levels and LIFO costs and allocating that projection to the interim quarters on a pro-rata basis.

The change in the LIFO calculation method impacts all profit-based metrics as well as inventories for interim periods. Our annual LIFO calculation will be consistent with prior years and as such, year-end amounts will not be impacted. We believe this change is preferable as it results in a better estimate of LIFO for the full year, creates less volatility in earnings on an interim basis, and makes our results more comparable to our peers. LIFO income was $71.6 million for the six months ended June 30, 2022 compared to LIFO expense of $188.6 million during the six months ended June 30, 2021. LIFO income for the six months ended June 30, 2022 as compared to the LIFO expense in the six months ended June 30, 2021 is a result of decreasing forecasted prices for December 2022 as compared to significantly increasing prices in 2021.

Inventories, at stated LIFO value, were classified at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016~~2021 as follows:

September 30,

December 31,

2017

2016

(In millions)

In process and finished products

$
691.7

$
563.4


	June 30,		December 31,
	2022		2021
	(In millions)
In process and finished products	$	1,012.3	$	832.1

If current cost had been used to value inventories, such inventories would have been ~~$79~~$232 million and ~~$115~~$303 million ~~lower~~higher than reported at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, respectively. Approximately ~~89%~~90% and ~~90%~~88% of inventories are accounted for under the LIFO method at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, respectively. Non-LIFO inventories consist primarily of inventory at our foreign facilities using the ~~weighted-average~~moving average cost and the specific cost methods. Substantially all of our inventories consist of finished products.

~~Inventories are stated at the lower of cost or market value.~~ ~~We record amounts required, if any, to reduce the carrying value of inventory to its lower of cost or market as a charge to cost of materials sold. The lower of cost or market~~ ~~reserve totaled zero and $23.9 million at September 30, 2017 and December 31, 2016, respectively.~~

The Company has consignment inventory at certain customer locations, which totaled ~~$11.2~~$8.3 million and ~~$11.1~~$8.8 million at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, respectively.

NOTE 5: PROPERTY, PLANT, AND EQUIPMENT

During the first six months of 2021, the Company completed several asset sales, the proceeds of which were, in part, utilized to redeem a portion of the 8.50% senior secured notes due 2028 (the “2028 Notes”), and also in a continued effort to optimize our facility footprint. Each of these asset sales included leasebacks for varying periods of time, ranging from 21 months to 15 years, and therefore the Company recorded right of use assets of $95.1 million and lease liabilities of $86.4 million. As a result of these transactions, $65.4 million of land and building assets, net of accumulated depreciation, were sold for net cash proceeds of $163.2 million, resulting in a total gain of $107.7 million.

The Company also had normal course asset sale activity during the first six months of 2022 and 2021 which generated additional cash proceeds of $7.2 million and $2.7 million, respectively.

NOTE 4:6: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to ~~$115.3~~$124.5 million and ~~$103.2~~$124.1 million at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, respectively. We recognized ~~$12.1~~$0.4 million of additional goodwill during the first ~~nine~~six months of ~~2017 related to the acquisitions discussed in~~2022. See Note ~~5: Acquisitions.~~7: Acquisitions for further information. Pursuant to ~~ASC~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, “Intangibles – Goodwill and Other,” we review the recoverability of goodwill annually as of October 1 or whenever significant events or changes occur which might impair the recovery of recorded amounts. The most recently completed impairment test of goodwill was performed as of October 1, ~~2016,~~2021, and it was determined that no0 impairment ~~existed in 2016.~~existed.

Other intangible assets with finite useful lives continue to be amortized over their useful lives. ~~During~~We recorded an additional $0.8 million of intangible assets during the first ~~nine~~six months of ~~2017 we recognized $12.2 million in intangibles related to the acquisitions discussed in~~2022. See Note ~~5: Acquisitions.~~7: Acquisitions for further information. We review the recoverability of our long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.

NOTE 7:ACQUISITIONS

~~NOTE 5: ACQUISITIONS~~

On ~~January 19, 2017,~~February 28, 2022, Ryerson ~~Holding acquired The Laserflex Corporation~~Canada paid $3.0 million to acquire substantially all of the assets of Apogee Steel Fabrication Incorporated (“~~Laserflex”~~Apogee”), a ~~privately-owned~~sheet metal fabricator ~~specializing~~located in Mississauga, Ontario, Canada. Apogee is a full-line fabrication company providing sheering, punching, forming, and laser cut processing in addition to welding and hardware assembly services. Apogee provides complex fabrication ~~metal~~assemblies in stainless steel, aluminum, and carbon sheet and adds to Ryerson’s value-added processing ~~and welding with locations in Columbus, Ohio and Wellford, South Carolina.~~capabilities. The acquisition is not material to our consolidated financial statements.

On ~~February 15, 2017,~~May 9, 2022, JT Ryerson ~~Holding acquired Guy Metals,~~paid $2.0 million to acquire a 30% interest in FreeFORM Manufacturing, LLC (“FreeFORM”), an additive manufacturing and engineering company specializing in metal additive manufacturing including metal binder jet 3D printing and metal injection molding. Founded in 2020, FreeFORM serves manufacturers in a multitude of industries and strategically aligns with Ryerson's current and future customer base. This investment is accounted for using the equity method of accounting in

accordance with Accounting Standards ASC 323, "Investments - Equity Method and Joint Ventures". The investment is not material to our consolidated financial statements.

On May 31, 2022, JT Ryerson paid $2.9 million to acquire Ford Tool Steels, Inc. (“~~Guy Metals”~~FTS”), a ~~privately-owned metal service center company~~tool steel processor located in ~~Hammond, Wisconsin~~.St. Louis, Missouri. FTS serves customers across the Midwest United States with tool steel and alloys, as well as cut-to-length sawing, plate sawing, and grinding and milling services. The acquisition is not material to our consolidated financial statements.

NOTE 6:8: LONG-TERM DEBT

Long-term debt consisted of the following at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016:~~2021:


	September 30,			December 31,			June 30,			December 31,
	2017			2016			2022			2021
	(In millions)						(In millions)
Ryerson Credit Facility	$	385.1		$	312.0		$	468.5		$	316.0
11.00% Senior Secured Notes due 2022		650.0			650.0
8.50% Senior Secured Notes due 2028								50.0			300.0
Foreign debt		19.5			19.2			17.3			27.0
Other debt		1.7			—			5.2			6.0
Unamortized debt issuance costs and discounts		(14.7	)		(17.7	)		(7.5	)		(9.7	)
Total debt		1,041.6			963.5			533.5			639.3
Less: Short-term foreign debt		19.5			19.2			17.3			27.0
Less: Other short-term debt		0.7			—			1.9			1.8
Total long-term debt	$	1,021.4		$	944.3		$	514.3		$	610.5

Ryerson Credit Facility

O~~n November 16, 2016,~~On June 29, 2022 Ryerson entered into ana fifth amendment ~~with respect to~~of its ~~$1.0 billion~~ revolving credit facility to among other things, increase the facility size from $1.0 billion to $1.3 billion and to extend the maturity date from November 5, 2025 to June 29, 2027 (as amended, the “Ryerson Credit Facility” or “Credit Facility”),. This fifth amendment maintains the ability to ~~reduce~~convert up to $100 million of commitments under the ~~total facility size~~Ryerson Credit Facility into a “first-in, last-out” sub-facility (the “FILO Facility”). Subject to certain limitations, such conversion can be made from ~~$1.0 billion (the “Old Credit Facility”)~~time to ~~$750 million, reduce~~time (but no more than twice in the ~~interest rate on outstanding borrowings by 25 basis points, reduce commitment fees on amounts not borrowed by 2.5 basis points, and~~aggregate) prior to ~~extend~~ the ~~maturity~~ date ~~to November 16, 2021.~~that is two years after June 29, 2022.

At ~~September~~June 30, ~~2017~~,2022, Ryerson had ~~$385.1~~$468.5 million of outstanding borrowings, ~~$15~~$15 million of letters of credit issued, and ~~$291~~$817 million available under the Ryerson Credit Facility compared to ~~$312.0~~$316.0 million of outstanding borrowings, ~~$16~~$14 million of letters of credit issued, and ~~$225~~$670 million available at December 31, ~~2016.~~ 2021. Total credit availability is limited by the amount of eligible accounts receivable, inventory, and qualified cash pledged as collateral under the agreement insofar as Ryerson is subject to a borrowing base comprised of the aggregate of these three amounts, less applicable reserves. Eligible accounts receivable, at any date of determination, is comprised of the aggregate value of all accounts directly created by a borrower ~~(and in the case of Canadian accounts, a Canadian guarantor)~~ in the ordinary course of business arising out of the sale of goods or the rendering of services, each of which has been invoiced, with such receivables adjusted to exclude various ineligible accounts, including, among other things, those to which a borrower (or guarantor, as applicable) does not have sole and absolute title and accounts arising out of a sale to an employee, officer, director, or affiliate of a borrower (or guarantor, as applicable). Eligible inventory, at any date of determination, is comprised of the net orderly liquidation value of all inventory owned by a ~~borrower (and in the case of Canadian accounts, a Canadian guarantor).~~borrower. Qualified cash consists of cash in an eligible deposit account that is subject to customary restrictions and liens in favor of the lenders.

The Ryerson Credit Facility has an allocation of $660 million to the Company’s subsidiaries in the United States and an allocation of $90 million to Ryerson Holding’s Canadian subsidiary that is a borrower. Amounts outstanding under the Ryerson Credit Facility bear interest at (i) a rate determined by reference to (A) the base rate (the highest of the Federal Funds Rate plus ~~0.50%~~0.50%, Bank of ~~America, N.A.’s~~America’s prime rate, and the ~~one-month LIBOR rate~~Term Secured Overnight Financing Rate (“SOFR”) plus ~~1.00%~~1.00%) or (B) a ~~LIBOR~~Term SOFR rate or (ii) for Ryerson Holding’s Canadian subsidiary that is a borrower, (A) athe prime rate ~~determined by reference to the Canadian~~or base rate (the ~~greatest~~highest of the Federal Funds Rate plus ~~0.50%~~0.50%, Bank of America-Canada Branch’s ~~“base rate” for~~ commercial ~~loans in U.S. Dollars made at its “base rate”~~loan rate, and the ~~30 day LIBOR~~Term SOFR rate plus ~~1.00%~~1.00%), (B) ~~the prime~~a Term SOFR rate ~~(the greater of Bank of America-Canada Branch’s “prime rate” for commercial~~(for loans ~~made by it~~denominated in ~~Canada in Canadian Dollars and the one-month Canadian bankers’ acceptance rate plus 1.00%)~~Dollars), or (C) the ~~bankers’ acceptance rate.~~Canadian Dollar Offered Rate (“CDOR”) (for loans denominated in Canadian Dollars). The spread over the base rate ~~and prime rate~~ is between ~~0.25%~~0.25% and ~~0.50%~~0.50% and the spread over the ~~LIBOR~~SOFR and ~~for the bankers’ acceptances~~CDOR rates is between ~~1.25%~~1.25% and ~~1.50%~~1.50%, depending on the amount available to be borrowed under the Ryerson Credit Facility; provided that such spreads shall be reduced by 0.125% if the leverage ratio set forth in the most recently delivered compliance certificate is less than or equal to 3.50 to 1.00. The spread with respect to the FILO Facility, if any, will be determined at the time the commitments under the Ryerson Credit Facility are converted into such FILO Facility. Ryerson also pays commitment fees on amounts not borrowed at a rate of 0.20%. Overdue amounts and all amounts owed during the existence of a default bear interest at 2%2.00% above the rate otherwise applicable thereto. ~~Ryerson also pays commitment fees on amounts not borrowed at a rate of 0.23%.~~Loans advanced under the FILO Facility may only be prepaid if all then outstanding revolving loans are repaid in full.

We attempt to minimize interest rate risk exposure through the utilization of interest rate swaps, which are derivative financial instruments. ~~During March 2017,~~In June 2019, we entered into an interest rate swap to fix interest on ~~$150~~$60 million of our floating rate debt under the Ryerson Credit Facility at a LIBOR rate of ~~1.658%~~1.729% through ~~March 2020. The~~June 2022. In November 2019, we entered into another interest rate swap ~~has reset dates and critical terms that match~~to fix interest on $100 million of our ~~existing~~floating rate debt ~~and~~under the ~~anticipated critical terms~~Ryerson Credit Facility at a LIBOR rate of ~~future debt.~~1.539% through November 2022. The weighted average interest rate on the outstanding borrowings under the Ryerson Credit Facility including the interest rate ~~swap~~ swaps was ~~2.7 percent~~4.2% and ~~2.2 percent~~2.5% at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, respectively.

Borrowings under the Ryerson Credit Facility are secured by first-priority liens on all of the inventory, accounts receivables, lockbox accounts, and related assets of the borrowers and the guarantors.

The Ryerson Credit Facility also contains covenants that, among other things, restrict Ryerson Holding and its restricted subsidiaries with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets, and acquisitions. The Ryerson Credit Facility also requires that, if availability under the Ryerson Credit Facility declines to a certain level, Ryerson maintain a minimum fixed charge coverage ratio as of the end of each fiscal ~~quarter, and includes defaults upon (among other things) the occurrence of a change of control of~~quarter.

The Ryerson ~~and a cross-default to other financing arrangements.~~

~~The~~ ~~Ryerson~~ Credit Facility contains events of default with respect to, among other things, default in the payment of principal when due or the payment of interest, fees, and other amounts due thereunder after a specified grace period, material misrepresentations, failure to perform certain specified covenants, certain bankruptcy events, the invalidity of certain security agreements or guarantees, material judgments, ~~and~~ the occurrence of a change of control of ~~Ryerson.~~Ryerson, and a cross-default to other financing arrangements. If such an event of default occurs, the lenders under the Ryerson Credit Facility will be entitled to various remedies, including acceleration of amounts outstanding under the Ryerson Credit Facility and all other actions permitted to be taken by secured creditors.

The lenders under the Ryerson Credit Facility ~~may~~could reject a borrowing request if any event, circumstance, or development has occurred that has had or could reasonably be expected to have a material adverse effect on the Company. If Ryerson Holding, JT Ryerson, any of the other borrowers, or any restricted subsidiaries of JT Ryerson becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Ryerson Credit Facility will become immediately due and payable.

Net ~~proceeds~~repayments of short-term borrowings that are reflected in the Condensed Consolidated Statements of Cash Flows represent borrowings under the Ryerson Credit Facility with original maturities less than three months.

~~2022~~2028 Notes

On ~~May 24, 2016,~~July 22, 2020, JT Ryerson issued ~~$650~~$500 million in aggregate principal amount of ~~the 2022 Notes (the “2022 Notes”).~~its 2028 Senior Secured Notes. The ~~2022~~2028 Notes bear interest at a rate of ~~11.00%~~8.50% per annum. The ~~2022~~2028 Notes are fully and unconditionally guaranteed on a senior secured basis by all of our existing and future domestic subsidiaries that are co-borrowers or that have guarantee obligations under the Ryerson Credit Facility.

The ~~2022~~2028 Notes and the related guarantees are secured by a first-priority security interest in substantially all of JT Ryerson’s and each guarantor’s present and future assets located in the ~~United States~~U.S. (other than receivables, inventory, cash deposit accounts and ~~related general intangibles,~~ certain other assets, and proceeds ~~thereof)~~thereof, which are secured pursuant to a second-priority security interest), subject to certain exceptions and customary permitted liens. The ~~2022~~2028 Notes ~~and the related guarantees are also secured on a second-priority basis by a lien on the assets that secure JT Ryerson’s and the Company’s obligations under the Ryerson Credit Facility.~~

~~The 2022 Notes will be redeemable, in whole or in part, at any time on or after May 15, 2019~~contain various redemption options at certain redemption prices. ~~The~~All redemption price for the 2022 Notes if redeemed during the twelve months beginning (i) May 15, 2019 is 105.50%, (ii) May 15, 2020 is 102.75%, and (iii) May 15, 2021 and thereafter is 100.00%. JT Ryerson may redeem some or all of the 2022 Notes before May 15, 2019 at a redemption price of 100.00% of the principal amount, plusamounts also include accrued and unpaid interest, if any, to, but not including, the redemption ~~date, plus~~date.

The Company completed partial redemptions of $200 million utilizing redemption options available on the 2028 Notes between the fourth quarter of 2020 and the fourth quarter 2021, resulting in an outstanding balance of $300 million as of December 31, 2021. During the first six months of 2022, a ~~“make-whole” premium. In addition, JT Ryerson may redeem up to 35%~~principal amount of $250.0 million of the 2028 Notes were repurchased for $267.7 million and retired. The second quarter 2022 repurchases included a completed tender offer in which $132.2 million of the 2028 Notes ~~before May 15, 2019 with respect~~were tendered for $140.8 million. Including $2.1 million of debt issuance costs written off as part of the transaction, the total loss related to the tender offer was $10.7 million. The total 2022 repurchases resulted in the recognition of a $19.8 million loss within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income. Additional debt issuance costs of $1.9 million related to non-tender repurchases were written off and recognized within interest expense. As a result, $50.0 million in aggregate principal amount of the 2028 Notes remain outstanding at June 30, 2022. See Note 18: Subsequent Events, for discussion of redemptions completed during third quarter 2022.

The Company evaluated the redemption options within the 2028 Notes for embedded derivatives and determined that one redemption option required bifurcation as it is not clearly and closely related to the debt agreement. The Company determined the fair value of the embedded derivative as of December 31, 2021, was $0.2 million which was recorded within other current assets in the Condensed Consolidated Balance Sheet. As of June 30, 2022, the fair value was determined to be 0 with the change of $0.2 million recognized within other income and (expense), net ~~cash proceeds from certain equity offerings at a price equal~~on the Condensed Consolidated Statements of Comprehensive Income. Refer to ~~111.00%, with respect to the 2022 Notes,~~Note 10: Derivatives and Fair Value Measurements for further discussion of the ~~principal amount thereof, plus any accrued and unpaid interest, if any. JT Ryerson may be required to make an offer to purchase the 2022 Notes upon the sale of assets or upon a change of control.~~embedded derivative.

The ~~2022~~2028 Notes contain customary covenants that, among other things, limit, subject to certain exceptions, our ability, and the ability of our restricted subsidiaries, to incur additional indebtedness, pay dividends on our capital stock or repurchase our capital

stock, make investments, sell assets, engage in acquisitions, mergers, or consolidations, or create liens or use assets as security in other transactions. ~~Subject to certain exceptions, JT Ryerson may only pay dividends to Ryerson Holding to the extent of 50% of future net income, once prior losses are offset.~~

The net proceeds from the issuance of the 2022 Notes, along with borrowings under the Ryerson Credit Facility, were used to (i) repurchase and/or redeem in full the $569.9 million balance of JT Ryerson’s 9% Senior Secured Notes due 2017 (the “2017 Notes”), plus accrued and unpaid interest thereon up to, but not including, the repayment date, (ii) repurchase $95 million of the ~~11.25% Senior Secured Notes due 2018 (the “2018 Notes”), and (iii) pay related fees, expenses and premiums.~~

~~The Company applied the provisions of ASC 470-50, “Modifications and Extinguishments”~~ in accounting for the issuance of the 2022 Notes, redemption of the 2017 Notes and partial repurchase of the 2018 Notes. The evaluation of the accounting under ASC 470-50 was performed on a creditor by creditor basis in order to determine if the terms of the debt were substantially different and, as a result, whether to apply modification or extinguishment accounting. For the lenders where it was determined that the terms of the debt were not substantially different, modification accounting was applied. For the remaining lenders, extinguishment accounting was applied. In connection with this debt modification and extinguishment, the Company recorded a $16.0 million loss within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income during 2016, primarily attributed to the costs incurred with third parties for arrangement fees, legal and other services related to the modified debt, as well as redemption

fees paid to the creditors and unamortized debt issuance costs written off related to the extinguished debt. Additionally, the costs incurred with third parties for arrangement fees, legal and other services related to the extinguished debt and redemption fees paid to the creditors related to the modified debt were capitalized and are being amortized over the life of the modified debt using the effective interest method.

During the first nine months of 2016, a principal amount of $27.0 million of the 2018 Notes were repurchased for $18.2 million and retired, resulting in the recognition of an $8.8 million gain within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income. Including the $16.0 million loss on the redemption of the $569.9 million balance of the 2017 Notes and repurchase of $95.0 million of the 2018 Notes, the Company recognized a total net loss of $7.2 million within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income during the first nine months of 2016.

Foreign Debt

At ~~September~~June 30, ~~2017,~~2022, Ryerson China’s foreign borrowings were ~~$19.5~~$17.3 million, which were owed to banks in Asia at a weighted average interest rate of ~~3.9%~~3.5% per annum and secured by inventory and property, plant, and equipment. At December 31, ~~2016,~~2021, Ryerson China’s foreign borrowings were ~~$19.2~~$27.0 million,, which were owed to banks in Asiaat a weighted average interest rate of ~~4.4%~~3.6% per annum and secured by inventory and property, plant, and equipment.

Availability under the foreign credit lines was ~~$26~~$36 million and $20 million at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016.~~2021, respectively. Letters of credit issued by our foreign subsidiaries were $6$3 million and $6 million at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016.~~2021, respectively.

NOTE 7:9: EMPLOYEE BENEFITS

The following ~~table summarizes~~tables summarize the components of net periodic benefit ~~(credit)~~ cost ~~for the three and nine month periods ended September 30, 2017 and 2016~~(credit) for the Ryerson pension plans and postretirement ~~benefits~~benefit plans other than pension:

	Three Months Ended September 30,
	Pension Benefits						Other Benefits						Three Months Ended June 30,
	2017			2016			2017			2016			Pension Benefits						Other Benefits
	(In millions)												2022			2021			2022			2021
Components of net periodic benefit (credit) cost
													(In millions)
Components of net periodic benefit cost (credit)
Service cost													$	0.7		$	0.9		$	0.1		$	0.1
Interest cost	$	6		$	8		$	1		$	1			2.4			2.9			0.3			0.3
Expected return on assets		(10	)		(12	)		—			—			(3.3	)		(5.9	)		—			—
Settlement charge														—			0.2			—			—
Recognized actuarial (gain) loss		4			3			(2	)		(2	)		2.0			3.9			(1.4	)		(1.5	)
Amortization of prior service credit		—			—			(1	)		(1	)		—			—			(0.1	)		(0.1	)
Net periodic benefit credit	$	—		$	(1	)	$	(2	)	$	(2	)
Net periodic benefit cost (credit)													$	1.8		$	2.0		$	(1.1	)	$	(1.2	)


	Six Months Ended June 30,
	Pension Benefits						Other Benefits
	2022			2021			2022			2021
	(In millions)
Components of net periodic benefit cost (credit)
Service cost	$	1.4		$	1.8		$	0.2		$	0.2
Interest cost		4.9			5.9			0.6			0.6
Expected return on assets		(6.7	)		(11.8	)		—			—
Settlement charge		0.1			0.4			—			—
Recognized actuarial (gain) loss		4.0			7.8			(2.9	)		(3.0	)
Amortization of prior service credit		—			—			(0.1	)		(0.2	)
Net periodic benefit cost (credit)	$	3.7		$	4.1		$	(2.2	)	$	(2.4	)

Nine Months Ended September 30,

Pension Benefits

Other Benefits

2017

2016

2017

2016

(In millions)

Components of net periodic benefit (credit) cost

Service cost

$
1

$
1

$
—

$
—

Interest cost

19

22

2

2

Expected return on assets

(31
)

(34
)

—

—

Recognized actuarial (gain) loss

11

9

(6
)

(6
)
Amortization of prior service credit

—

—

(2
)

(2
)
Net periodic benefit credit

$
—

$
(2
)

$
(6
)

$
(6
)

~~Effective May 19, 2017, the Company froze the benefits accrued under a portion~~Components of ~~its defined~~net periodic benefit ~~pension plan for certain wage employees. The freeze impacted a significant number of active accruing participants, therefore, curtailment accounting was required~~cost (credit), excluding service cost, are included in Other income and ~~the pension plan was remeasured as of May 31, 2017. The remeasurement resulted~~(expense), net in ~~a curtailment loss of $0.1 million, which was recorded within warehousing, delivery, selling, general and administrative expense within the condensed~~our Condensed Consolidated Statement of Comprehensive Income. As a result of the remeasurement, the discount rate decreased from 4.14% to 3.86% and the expected long-term rate of return on pension assets increased from 6.75% to 6.95% due to improved expectations of returns on pension assets. See our Annual Report on form 10-K for further information on these assumptions.

The Company ~~has~~ contributed ~~$16~~$4.6 millionto the pension plan ~~fund~~funds through the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, and anticipates that it will have a minimum required pension contribution funding of approximately $5$2.0 million for the remaining ~~three~~six months of ~~2017.~~2022. The expected future contributions reflect recent pension funding relief measures under the American Rescue Plan Act (“ARPA”) passed in March 2021.

NOTE 8:10: COMMITMENTS AND CONTINGENCIES

In October 2011, the United States Environmental Protection Agency (the “EPA”) named usJT Ryerson as one of more than 100 businesses that may be a potentially responsible party (“PRP”) for the Portland Harbor Superfund Site (the “PHS Site”). On January 6, 2017, the EPA issued ~~its~~an initial Record of Decision (“ROD”) regarding the site. The ROD includes a combination of dredging, capping, and enhanced natural recovery that would take approximately thirteen years to construct plus additional time for monitored natural recovery, at an estimated present value cost of ~~$1.05~~$1.05 billion. At a December 4, 2018 meeting with the Portland Harbor

Participation and Common Interest Group (“PCI Group”), of which JT Ryerson is a member, the EPA indicated that it expected PRPs to submit a plan during 2019 to start remediation of the river and harbor per the ROD within the next two to three years.

The EPA met with various PRPs throughout 2019 and 2020 regarding remedial design. The EPA did not include JT Ryerson in those meetings. It did include Schnitzer Steel, which is developing a remedial design plan for the river area which includes the area where the former JT Ryerson facilities were located. Schnitzer Steel’s 2020 disclosures filed with the EPA acknowledged that Schnitzer Steel is the legal successor to the prior operators (including JT Ryerson) in the designated area. On February 12, 2021, the EPA announced that one hundred percent (100%) of the PHS Site is now in the active remedial design phase.

In June 2021, the EPA issued a Fact Sheet setting forth the status of the entire site. The primary area of relevance for JT Ryerson is River Mile 3.5 East, with Swan Island Basin being of secondary interest. For River Mile 3.5, remedial design work is ongoing; the Sufficiency Assessment and the Pre-Design Investigation work plans are finalized, and design investigation sampling is underway. Schnitzer Steel and MMGL Corp. are the working parties for River Mile 3.5. For Swan Island, remedial design is just beginning, with Daimler Trucks, Shipyard Commerce, and various government entities as the working parties. JT Ryerson has not been asked to participate in the remedial design phase.

The PCI Group has engaged a third party to prepare cost estimates for each of the Sediment Management Areas at the site. That work is still in progress and is expected to be completed in 2022. In the meantime, the voting parties of the PCI Group (which does not include JT Ryerson) have begun the “advocacy process,” during which the voting parties submit written arguments to the Allocation Team regarding how costs should be allocated among the various PRPs. This process is anticipated to be completed sometime in 2022 or early 2023. Once the advocacy process is completed, the Allocation Team will prepare a proposed allocation of costs among the PRPs. All PRPs, including JT Ryerson, will then participate in the “mediation process,” during which the PRPs will attempt to agree on a final cost allocation. The mediation process is currently anticipated to occur sometime in late 2022 or 2023.

The EPA has stated that it is willing to consider de minimis settlements, which JT Ryerson is trying to pursue; however, the EPA has not begun meeting with any of the smaller parties who have requested de minimis or de micromis status, stating that it does not have sufficient information to determine whether any parties meet such criteria and does not intend to begin those considerations until after the remedial design work is completed. It has met with selected parties that we believe to be larger targets. JT Ryerson has not been invited to meet with the EPA. As a result of the ongoing negotiations and filings over the ROD and the EPA’s decision not to meet with smaller parties, we cannot determine how allocations will be made and whether a de minimus settlement can be reached with the EPA.

As the EPA has not yet allocated responsibility for the contamination among the potentially responsible parties, including JT ~~Ryerson. We~~Ryerson, we do not currently have sufficient information available to us to determine whether the ROD will be executed as currently stated, whether and to what extent JT Ryerson may be held responsible for any of the identified contamination, and how much (if any) of the final plan’s costs might ultimately be allocated to JT Ryerson. Therefore, management cannot predict the ultimate outcome of this matter or estimate a range of potential loss at this time.

There are various other claims and pending actions against the Company. The amount of liability, if any, for those claims and actions ~~at September~~as of June 30, ~~2017~~2022, is not determinable but, in the opinion of management, such liability, if any, will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. We maintain liability insurance coverage to assist in protecting our assets from losses arising from or related to activities associated with business operations.

NOTE 9:11: DERIVATIVES AND FAIR VALUE MEASUREMENTS

Derivatives

The Company ~~is exposed~~may use derivatives to ~~certain risks relating~~partially offset its business exposure to ~~its ongoing business operations. The primary risks managed by using derivative instruments are~~commodity price, foreign currency, and interest rate ~~risk,~~fluctuations and their related impact on expected future cash flows and certain existing assets and liabilities. However, the Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, Company policy, accounting considerations, or the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in commodity pricing, foreign currency ~~risk, and commodity price risk.~~exchange, or interest rates. Interest rate swaps are entered into to manage interest rate risk associated with the Company’s floating-rate borrowings. We use foreign currency exchange contracts to hedge ~~our Canadian subsidiaries’~~ variability in cash flows in our Canada, Mexico, and China operations when a payment currency is different from ~~the forecasted payment of currencies other than the~~our functional currency. From time to time, we may enter into fixed price sales contracts with our customers for certain of our inventory ~~components, and in these instances, we~~components. We may enter into metal commodity futures and options contracts to reduce volatility in the price of these metals. We may also enter into fixed price natural gas contracts and diesel fuel ~~price swaps~~derivative contracts to manage the price risk of forecasted purchases of natural gas and diesel fuel.

We currently have a1 receive variable, pay fixed, interest rate swap to manage the exposure to variable interest rates of the Ryerson Credit Facility. In ~~March 2017,~~June 2019, we entered into a forward agreement for ~~$150~~$60 million of “pay fixed” interest at ~~1.658%, “receive variable”~~1.729% through June 2022 and in November 2019, we entered into a forward agreement for $100 million of “pay fixed” interest ~~rate~~at 1.539% through November 2022. Upon entering into the swap, ~~to manage~~ the ~~risk of increasing variable interest rates. The~~ interest rate reset ~~dates~~date and critical terms ~~match~~matched the terms of our existing debt and

anticipated critical terms of future debt under the Ryerson Credit ~~Facility.~~Facility; however, this was no longer the case once the Ryerson Credit Facility was amended on November 5, 2020. As such, effective November 1, 2020 the Company de-designated its interest rate swap and terminated its hedge accounting treatment. Prior to de-designation, the Company marked this interest rate swap to market with changes in fair value being recorded in accumulated other comprehensive income. Subsequent to de-designation, changes in fair value are recorded in current earnings. The unrealized loss as of the de-designation date remains in accumulated other comprehensive income and is being amortized into earnings as the forecasted interest payments affect earnings. The fair value of the interest rate swap as of ~~September~~June 30, ~~2017~~2022 was ~~zero.~~ a net asset of $0.3 million.

The Company currently does not account for its commodity ~~contracts~~ and foreign exchange derivative contracts as hedges but rather marks them to market with a corresponding offset to current earnings. ~~The Company accounts for its interest rate swap as a cash flow hedge of floating-rate borrowings with changes in fair value being recorded in accumulated other comprehensive income.~~

The Company regularly reviews the creditworthiness of its derivative counterparties and does not expect to incur a significant loss from the failure of any counterparties to perform under any agreements.

In connection with the redemption options under the 2028 Notes, the Company recorded an embedded derivative in other current assets on its Condensed Consolidated Balance Sheet, with changes in value recorded within other income and (expense), net within the Condensed Consolidated Statement of Comprehensive Income, see Note 8: Long-term debt, for further details. Embedded derivatives are separated from the host contract and carried at fair value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; (b) the instrument is not measured at fair value under other applicable GAAP standards, and (c) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument. The Company has concluded that the embedded derivative within the 2028 Notes met these criteria and, as such, must be valued separate and apart from the 2028 Notes at fair value each reporting period.

The following table summarizes the location and fair value amount of our derivative instruments reported in our Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016:~~2021:

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	September 30, 2017		December 31, 2016		Balance Sheet Location	September 30, 2017		December 31, 2016		Asset Derivatives					Liability Derivatives
	(In millions)										Balance Sheet Location	June 30, 2022		December 31, 2021		Balance Sheet Location	June 30, 2022		December 31, 2021
Derivatives not designated as hedging instruments under ASC 815											(In millions)
Foreign exchange contracts	Prepaid expenses and other current assets	$	—	$	—	Other accrued liabilities	$	0.1	$	—
Metal commodity contracts	Prepaid expenses and other current assets		2.2		2.0	Other accrued liabilities		2.3		0.2	Prepaid expenses and other current assets	$	19.3	$	13.0	Other accrued liabilities	$	26.9	$	35.1
Diesel fuel commodity contracts											Prepaid expenses and other current assets		0.8		—	Other accrued liabilities		—		—
2028 Notes embedded derivative											Prepaid expenses and other current assets		—		0.2	Other accrued liabilities		—		—
Interest rate swaps											Prepaid expenses and other current assets		0.3		—	Other accrued liabilities		—		1.4
Total derivatives		$	2.2	$	2.0		$	2.4	$	0.2		$	20.4	$	13.2		$	26.9	$	36.5

AsThe following table presents the volume of ~~September~~the Company’s activity in derivative instruments as of June 30, ~~2017~~2022 and December 31, ~~2016, the Company’s foreign currency exchange contracts had a U.S. dollar notional amount of $2.1 million and~~ ~~$2.3 million, respectively. As of September 30, 2017 and December 31, 2016, the Company had 517~~ ~~tons~~ and 296 tons, respectively, of nickel swap contracts related to forecasted purchases. As of September 30, 2017 and December 31, 2016, the Company had 8,503 tons and 11,998 tons, respectively, of hot roll coil swap contracts related to forecasted purchases. The Company has aluminum swap contracts related to forecasted purchases, which had a notional amount of 15,717 tons and 8,466 tons as of September 30, 2017 and December 31, 2016, respectively. As of September 30, 2017 and December 31, 2016, the Company ~~has~~ zero gallons and 39,000 gallons, respectively, of diesel fuel swap contracts related to forecasted purchases. The Company had 3,402 tons and zero tons of zinc contracts as of September 30, 2017 and December 31, 2016, respectively. As of September 30, 2017, the Company had a notional amount of $150 million of the Ryerson Credit Facility hedged by an interest rate swap.2021:


	Notional Amount
Derivative Instruments	At June 30, 2022		At December 31, 2021		Unit of Measurement
Hot roll coil swap contracts		123,158		176,859	Tons
Aluminum swap contracts		9,354		20,949	Tons
Nickel swap contracts		550		857	Tons
Diesel fuel swap contracts		490,000		840,000	Gallons
Foreign currency exchange contracts	3.0 million		4.5 million		U.S. dollars
Interest rate swap contracts	100 million		160 million		U.S. dollars

The following table summarizes the location and amount of gains and losses on derivatives not designated as hedging instruments reported in our Condensed Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016:~~2021:

		Amount of Gain/(Loss) Recognized in Income on Derivatives
Derivatives not designated as hedging instruments	Location of Gain/(Loss) Recognized in Income	Three Months Ended September 30,				Nine Months Ended September 30,
Derivatives not designated as												Location of Gain/(Loss)	Amount of Gain/(Loss) Recognized in Income on Derivatives
hedging instruments												Recognized in Income	Three Months Ended June 30,						Six Months Ended June 30,
under ASC 815	on Derivatives	2017		2016		2017			2016			on Derivatives	2022			2021			2022			2021
		(In millions)
Metal commodity contracts	Cost of materials sold	$	0.8	$	1.7	$	2.6		$	9.0		Cost of materials sold	$	4.0		$	(29.4	)	$	1.4		$	(40.1	)
Diesel fuel commodity contracts	Warehousing, delivery, selling, general and administrative		—		—		—			0.1		Warehousing, delivery, selling, general, and administrative		0.5			—			1.2			—
2028 Notes embedded derivative												Other income and (expense), net		—			(1.3	)		(0.2	)		(1.0	)
Foreign exchange contracts	Other income and (expense), net		—		—		(0.1	)		(0.1	)	Other income and (expense), net		—			0.1			—			0.2
Interest rate swaps												Interest and other expense on debt		0.2			—			0.8			—
Total		$	0.8	$	1.7	$	2.5		$	9.0			$	4.7		$	(30.6	)	$	3.2		$	(40.9	)
													Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Interest rate swaps (subsequent to de-designation)												Interest and other expense on debt	$	(0.7	)	$	(0.6	)	$	(1.4	)	$	(1.1	)

The following table summarizes the location and amount of gains and losses on derivatives designated as hedging instruments reported in our Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016:

Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Income

Derivatives designated as
hedging instruments

Location of Gain/(Loss)
Recognized in Income

Three Months Ended September 30,

Nine Months Ended September 30,

under ASC 815

on Derivatives

2017

2016

2017

2016

(In millions)

Interest Rate Swaps

Interest and other expense on debt

$
(0.1
)

$
—

$
(0.5
)

$
—

As of ~~September~~June 30, ~~2017,~~2022, the portion of the interest rate swap fair value that would be reclassified into earnings during the next 12 months as interest expense is approximately ~~$0.3~~$0.5 million.

Fair Value Measurements

To increase consistency and comparability in fair value measurements, FASB ASC 820 “Fair Value Measurement” (“ASC 820”) establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

~~Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.~~

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.

~~Level 2 – inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.~~

Level 2 – inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

Level 3 – unobservable inputs, such as internally-developed pricing models for the asset or liability due to little or no market activity for the asset or liability.

The following table presents assets and liabilities measured and recorded at fair value on our Condensed Consolidated Balance Sheet on a recurring basis and their level within the fair value hierarchy as of ~~September~~June 30, ~~2017:~~2022:


	At September 30, 2017						At June 30, 2022
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
	(In millions)						(In millions)
Assets
Prepaid and other current assets:
Common stock—available-for-sale investment	$	0.1	$	—	$	—
Derivatives:
Derivatives not designated as hedging instruments under ASC 815:
Metal commodity contracts	$	—	$	2.2	$	—	$	—	$	19.3	$	—
Diesel fuel commodity contracts								—		0.8		—
Interest rate swaps								—		0.3		—
Total derivatives							$	—	$	20.4	$	—
Liabilities
Derivatives:
Derivatives not designated as hedging instruments under ASC 815:
Foreign Exchange Contracts	$	—	$	0.1	$	—
Metal commodity contracts		—		2.3		—	$	—	$	26.9	$	—
Total derivatives liabilities	$	—	$	2.4	$	—
Total derivatives							$	—	$	26.9	$	—


	At December 31, 2016						At December 31, 2021
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
	(In millions)						(In millions)
Assets
Prepaid and other current assets:
Common stock – available-for-sale investment	$	0.4	$	—	$	—
Derivatives:
Derivatives not designated as hedging instruments under ASC 815:
Metal commodity contracts	$	—	$	2.0	$	—	$	—	$	13.0	$	—
2028 Notes embedded derivative								—		—		0.2
Total derivatives							$	—	$	13.0	$	0.2
Liabilities
Derivatives:
Derivatives not designated as hedging instruments under ASC 815:
Metal commodity contracts	$	—	$	0.2	$	—	$	—	$	35.1	$	—
Interest rate swaps								—		1.4		—
Total derivatives							$	—	$	36.5	$	—

The fair value of each commodity, diesel fuel, and interest rate swap derivative contract is determined using Level 2 inputs and the market approach valuation technique, as described in ASC 820. The Company has various commodity derivatives to lock in nickel and zinc prices for varying time periods. The fair value of these derivatives is determined based on the spot price each individual contract was purchased at and compared with the one-month daily average actual spot price on the London Metals Exchange for nickel and zinc on the valuation date. The Company also has commodity derivatives to lock in hot roll coil, ~~iron ore,~~nickel, aluminum, and ~~aluminum~~diesel fuel prices for varying time periods. The fair value of hot roll coil, ~~iron ore,~~nickel, aluminum, and ~~aluminum~~diesel fuel derivatives is determined based on the spot price each individual contract was purchased at and compared with the one-month daily average actual spot price on the Chicago Mercantile Exchange ~~the Singapore Exchange,~~(hot roll coil and diesel fuel) and the London Metals Exchange (nickel and aluminum), respectively, for the commodity on the valuation date. The Company has various commodity derivatives to lock in diesel prices for varying time periods. The fair value of these derivatives is determined based on the spot price each individual contract was purchased at and compared with the one-month daily average actual spot price of the Platts Index for Gulf Coast Ultra Low Sulfur Diesel on the valuation date. In addition, the Company has numerous foreign exchange contracts to hedge ~~our Canadian subsidiaries’~~ variability in cash flows when a payment currency is different from ~~the forecasted payment of currencies other than the~~our functional ~~currency, the Canadian dollar.~~currency. The Company defines the fair value of foreign exchange contracts as the amount of the difference between the contracted and current market value at the end of the period. The Company estimates the current market value of foreign exchange contracts by obtaining month-end market quotes of foreign exchange rates and forward rates for contracts with similar terms. The Company uses the exchange rates provided by Reuters. Each commodity, diesel fuel, and foreign exchange contract term varies in the number of months, but in general, contracts are between 31 to 12 months in length. The fair value of our interest rate swap is based on the sum of all future net present value cash flows for the fixed and floating leg of the swap. The future cash flows are derived based on the terms of our interest rate swap, as well as published discount factors, and projected forward ~~London Interbank Offered Rates.~~LIBOR rates.

The fair value of the embedded derivative is determined using Level 3 inputs based on the Black-Derman-Toy lattice model and the “with-and-without” approach. This method estimates the value of the 2028 Notes both with and without the embedded derivative. The value of the embedded derivative is the difference between the two methods. The value of the 2028 Notes with the embedded derivative is based on recent trading prices of the 2028 Notes (Level 1 inputs). Determining the value of the 2028 Notes without the embedded derivative requires significant judgements made by management such as the probability of redemption linked transactions occurring, the cash flows expected to be generated from these transactions, as well as the timing of these transactions (Level 3 inputs).

The changes in financial instruments measured at fair value for which the Company has used Level 3 inputs to determine fair value are as follows:


	2028 Notes Embedded Derivative
	(In millions)
Balance at January 1, 2022	$	0.2
Unrealized loss recorded in other income and (expense), net		(0.2	)
Balance at June 30, 2022	$	—

	2028 Notes Embedded Derivative
	(In millions)
Balance at January 1, 2021	$	2.3
Unrealized loss recorded in other income and (expense), net		(1.0	)
Balance at June 30, 2021	$	1.3

The carrying and estimated fair values of our financial instruments at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016~~2021 were as follows:


	At September 30, 2017				At December 31, 2016				At June 30, 2022				At December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In millions)								(In millions)
Cash and cash equivalents	$	73.6	$	73.6	$	80.7	$	80.7	$	41.4	$	41.4	$	51.2	$	51.2
Restricted cash		1.3		1.3		1.0		1.0		1.2		1.2		1.2		1.2
Receivables less provision for allowances, claims and doubtful accounts		425.4		425.4		326.0		326.0
Receivables less provisions										756.5		756.5		630.8		630.8
Accounts payable		362.5		362.5		230.4		230.4		656.3		656.3		481.2		481.2
Long-term debt, including current portion		1,041.6		1,120.7		963.5		1,034.2		533.5		535.0		639.3		666.8

The estimated fair value of the Company’s cash and cash equivalents, restricted cash, receivables less ~~provision for allowances, claims and doubtful accounts~~provisions, and accounts payable approximate their carrying amounts due to the short-term nature of these financial instruments. The estimated fair value of the Company’s long-term debt and the current portions thereof is determined by using quoted market prices of Company debt securities (Level 2 inputs).

NOTE 12: STOCK-BASED COMPENSATION

~~Assets Held for Sale~~

~~The Company had zero and $3.6 million of assets held for sale, classified within “prepaid expenses~~Under the 2014 Omnibus Incentive Plan (“2014 Plan”), as amended, which is the Company’s only equity compensation plan, we may grant stock options and other ~~current assets,”~~equity-based awards, including restricted stock units (“RSUs”) and performance stock units (“PSUs”), to certain employees. Awards that expire or are forfeited without delivery of shares generally become available for future issuance under the plan. As stock options are exercised, and RSUs and PSUs vest, we issue new shares of Ryerson common stock.

Each RSU and PSU consists of the right to receive one share of our common stock. RSUs also have dividend equivalent rights equal to the accrued cash dividends while grants are outstanding. Dividend equivalent rights are subject to the same vesting and other terms and conditions as the underlying RSUs. All rights under RSUs and PSUs are generally forfeited upon employee termination.

Stock based compensation expense related to stock options, RSUs, and PSUs was $3.9 million and $3.1 million for the six months ended June 30, 2022 and 2021, respectively. For the six months ended June 30, 2022 and 2021, 1,000 and 0 stock options were exercised, respectively.

A summary of the status of our unvested RSUs and PSUs as of ~~September~~June 30, ~~2017~~2022 and ~~December 31, 2016, respectively.~~ changes during the six months then ended is as follows:


	Shares			Weighted Average Grant Date Fair Value Per Unit
	(In thousands)
Restricted Stock Units
Unvested at January 1, 2022		317		$	12.00
Granted		195			34.72
Vested		(155	)		10.56
Forfeited		(1	)		20.36
Unvested at June 30, 2022		356		$	25.02

Performance Stock Units
Unvested at January 1, 2022		684		$	10.62
Granted		277			35.02
Vested		(215	)		8.56
Forfeited		(3	)		15.94
Unvested at June 30, 2022		743		$	20.29
Shares reserved for future grants		959

The fair values less costs to sell of long-lived assets held for sale are assessed each reporting period that they remain classified as held for sale. Any increase or decrease in the held for sale long-lived asset’s fair value ~~less cost to sell is reported as an adjustment to its carrying amount, except that the adjusted carrying amount cannot exceed the carrying amount~~ of the ~~long-lived asset at~~2022 RSUs and PSUs granted was $35.02 per share, determined by the ~~time it was initially classified as held for sale.~~closing price of our common stock on the grant date. The ~~fair values~~Company’s RSU awards vest in three separate and equal tranches over a three-year period. PSUs cliff vest on the third anniversary of ~~each property were determined based~~the grant date, subject to achieving market or performance conditions. Each tranche vests annually on ~~appraisals obtained from a third-party, pending sales contracts, or recent listing agreements with third-party brokerage firms (Level 2 inputs).~~March 31, following the date of grant.

~~The following table presents those assets that were measured~~

In the six months ended June 30, 2022 and ~~recorded at fair value~~2021, we made payments of $2.7 million and 0, respectively, to tax authorities on our ~~Condensed Consolidated Balance Sheet on a non-recurring basis and their level within the fair value hierarchy at December 31, 2016:~~

At December 31, 2016

Level 1

Level 2

Level 3

(In millions)

Assets

Prepaid expenses and other current assets – assets held for sale

$
—

$
3.6

$
—

~~Available-For-Sale Investments~~

~~The Company has classified investments made during 2010 and 2012 as available-for-sale at the time of their purchase. Investments classified as available-for-sale are recorded at fair value with the~~employees’ behalf for shares withheld related unrealized gains and losses included in accumulated other comprehensive income. Management evaluates investments in an unrealized loss position on whether an other-than-temporary impairment has occurred on a periodic basis. Factors considered by management in assessing whether an other-than-temporary impairment has occurred include: the nature of the investment; whether the decline in fair valueto net share settlements. Withholding related to this remittance is attributable to specific adverse conditions affecting the investment; the financial condition of the investee; the severity and the duration of the impairment; and whether we intend to sell the investment or will be required to sell the investment before recovery of its amortized cost basis. When it is determined that an other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an other-than-temporary decline has occurred.

During the second quarter of 2017 the financial condition of the investee declined, therefore, management determined that an other-than-temporary impairment occurred and thus recognized a $0.2 million impairment charge within other income and (expense), netreflected in the ~~second quarter~~

Stock-based compensation expense, net caption of ~~2017. As~~our consolidated statements of September 30, 2017, the investment has been in an unrealized loss position from its adjusted cost basis for three months. Management does not currently intend to sell the investment before recovery of its adjusted cost basis. Realized gains and losses are recorded within the Condensed Consolidated Statement of Comprehensive Income upon sale of the security and are based on specific identification.stockholder’s equity.

~~The Company’s available-for-sale securities as of September 30, 2017 can be summarized as follows:~~

At September 30, 2017

Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair Value

(In millions)

Common stock

$
0.2

$
—

$
(0.1
)

$
0.1

~~The Company’s available-for-sale securities as of December 31, 2016 can be summarized as follows:~~

At December 31, 2016

Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair Value

(In millions)

Common stock

$
0.4

$
—

$
—

$
0.4

~~There is no maturity date for these investments and there have been no sales during the nine months ended September 30, 2017.~~

NOTE ~~10:~~13: STOCKHOLDERS’ EQUITY, ~~(DEFICIT),~~ ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), AND ~~REDEEMABLE~~ NONCONTROLLING INTEREST

On May 13, 2022, Platinum closed on an underwritten secondary offering of 3,500,000 shares of its common stock. Concurrently, Ryerson Holding completed a share repurchase from Platinum of 1,613,022 shares of common stock for $47.7 million. Ryerson did 0t offer any shares of its common stock in the transaction and did 0t receive any of the proceeds from the sale of the shares offered by Platinum. The Company funded the share repurchase with cash on hand. Following the closing of these transactions, Platinum's ownership of our common stock decreased from approximately 54% to approximately 43% and Ryerson Holding is no longer a “controlled company” within the meaning of the corporate governance standards of The New York Stock Exchange.

The following table details changes in ~~these accounts:~~Ryerson Holding Corporation Stockholders’ Equity accounts for the three and six month periods ended June 30, 2022:

Ryerson Holding Corporation Stockholders' Equity (Deficit)

Accumulated Other
Comprehensive Income (Loss)

Common
Stock

Treasury
Stock

Capital in
Excess of
Par Value

Accumulated
Deficit

Foreign
Currency
Translation

Benefit Plan
Liabilities

Unrealized Gain (Loss) on Available-
For-Sale Investments

Non-controlling
Interest

Total
Equity

Shares

Dollars

Shares

Dollars

Dollars

Dollars

Dollars

Dollars

Dollars

Dollars

Dollars

(In millions, except shares in thousands)

Balance at January 1, 2017

37,345

$
0.4

213

$
(6.6
)

$
375.4

$
(112.2
)

$
(50.2
)

$
(258.7
)

$
1.1

$
1.5

$
(49.3
)
Net income

—

—

—

—

—

17.1

—

—

—

0.6

17.7

Foreign currency translation

—

—

—

—

—

—

5.5

—

—

0.3

5.8

Gain on intra-entity foreign currency transactions

—

—

—

—

—

—

3.6

—

—

—

3.6

Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $3.9

—

—

—

—

—

—

—

6.4

—

—

6.4

Unrealized loss on available-for-sale investment, net of tax of $0.1

—

—

—

—

—

—

—

—

(0.2
)

—

(0.2
)
Other than temporary impairment, net of tax of $0.1

—

—

—

—

—

—

—

—

0.1

—

0.1

Stock-based compensation expense

76

—

—

—

1.5

—

—

—

—

—

1.5

Balance at September 30, 2017

37,421

$
0.4

213

$
(6.6
)

$
376.9

$
(95.1
)

$
(41.1
)

$
(252.3
)

$
1.0

$
2.4

$
(14.4
)


																Accumulated Other Comprehensive Income (Loss)
	Common Stock				Treasury Stock						Capital in Excess of Par Value		Retained Earnings			Foreign Currency Translation			Benefit Plan Liabilities			Interest Rate Swap			Non-controlling Interest			Total Equity
	Shares		Dollars		Shares			Dollars			Dollars		Dollars			Dollars			Dollars			Dollars			Dollars			Dollars
	(In millions, except shares in thousands)
Balance at January 1, 2022		38,687	$	0.4		(293	)	$	(8.4	)	$	388.6	$	321.7		$	(49.1	)	$	(114.5	)	$	(1.5	)	$	7.4		$	544.6
Net income		—		—		—			—			—		163.6			—			—			—			0.2			163.8
Foreign currency translation		—		—		—			—			—		—			1.5			—			—			—			1.5
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.1		—		—		—			—			—		—			—			0.7			—			—			0.7
Share repurchases		—		—		(20	)		(0.5	)		—		—			—			—			—			—			(0.5	)
Stock-based compensation expense, net		371		—		(77	)		(2.7	)		1.3		—			—			—			—			—			(1.4	)
Cash dividends and dividend equivalents		—		—		—			—			—		(3.9	)		—			—			—			—			(3.9	)
Interest rate swap, net of tax of 0		—		—		—			—			—		—			—			—			0.7			—			0.7
Balance at March 31, 2022		39,058	$	0.4		(390	)	$	(11.6	)	$	389.9	$	481.4		$	(47.6	)	$	(113.8	)	$	(0.8	)	$	7.6		$	705.5
Net income		—		—		—			—			—		196.4			—			—			—			—			196.4
Foreign currency translation		—		—		—			—			—		—			(2.2	)		—			—			(0.1	)		(2.3	)
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.4		—		—		—			—			—		—			—			0.2			—			—			0.2
Share repurchases		—		—		(1,613	)		(47.7	)		—		—			—			—			—			—			(47.7	)
Stock-based compensation expense, net		1		—		—			—			2.6		—			—			—			—			—			2.6
Cash dividends and dividend equivalents		—		—		—			—			—		(4.7	)		—			—			—			—			(4.7	)
Interest rate swap, net of tax of $0.2		—		—		—			—			—		—			—			—			0.5			—			0.5
Balance at June 30, 2022		39,059	$	0.4		(2,003	)	$	(59.3	)	$	392.5	$	673.1		$	(49.8	)	$	(113.6	)	$	(0.3	)	$	7.5		$	850.5

The following table details changes in Ryerson Holding Corporation Stockholders’ Equity accounts for the three and six month periods ended June 30, 2021:


															Accumulated Other Comprehensive Income (Loss)
	Common Stock				Treasury Stock						Capital in Excess of Par Value		Retained Earnings		Foreign Currency Translation			Benefit Plan Liabilities			Interest Rate Swap			Non-controlling Interest			Total Equity
	Shares		Dollars		Shares			Dollars			Dollars		Dollars		Dollars			Dollars			Dollars			Dollars			Dollars
	(In millions, except shares in thousands)
Balance at January 1, 2021		38,330	$	0.4		(213	)	$	(6.6	)	$	383.1	$	33.8	$	(47.0	)	$	(221.8	)	$	(3.1	)	$	6.3		$	145.1
Net income		—		—		—			—			—		25.3		—			—			—			0.3			25.6
Foreign currency translation		—		—		—			—			—		—		0.1			—			—			(0.1	)		—
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.5		—		—		—			—			—		—		—			2.0			—			—			2.0
Stock-based compensation expense		—		—		—			—			1.6		—		—			—			—			—			1.6
Interest rate swap, net of tax of $0.1		—		—		—			—			—		—		—			—			0.4			—			0.4
Balance at March 31, 2021		38,330	$	0.4		(213	)	$	(6.6	)	$	384.7	$	59.1	$	(46.9	)	$	(219.8	)	$	(2.7	)	$	6.5		$	174.7
Net income		—		—		—			—			—		112.9		—			—			—			0.4			113.3
Foreign currency translation		—		—		—			—			—		—		1.5			—			—			0.1			1.6
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.6		—		—		—			—			—		—		—			2.0			—			—			2.0
Stock-based compensation expense		357		—		—			—			1.5		—		—			—			—			—			1.5
Interest rate swap, net of tax of $0.2		—		—		—			—			—		—		—			—			0.4			—			0.4
Balance at June 30, 2021		38,687	$	0.4		(213	)	$	(6.6	)	$	386.2	$	172.0	$	(45.4	)	$	(217.8	)	$	(2.3	)	$	7.0		$	293.5

The following table details changes in accumulated other comprehensive income (loss), net of tax, for the ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2022:

Changes in Accumulated Other Comprehensive
Income (Loss) by Component

Foreign
Currency
Translation

Benefit
Plan
Liabilities

Available-
For-Sale
Investments

Cash Flow Hedge - Interest Rate Swap

(In millions)

Balance at January 1, 2017

$
(50.2
)

$
(258.7
)

$
1.1

$
—

Other comprehensive income (loss) before reclassifications

9.1

7.8

(0.2
)

(0.3
)
Amounts reclassified from accumulated other comprehensive income (loss)

—

(1.4
)

0.1

0.3

Net current-period other comprehensive income (loss)

9.1

6.4

(0.1
)

—

Balance at September 30, 2017

$
(41.1
)

$
(252.3
)

$
1.0

$
—


	Changes in Accumulated Other Comprehensive Income (Loss) by Component, net of tax
	Foreign Currency Translation			Benefit Plan Liabilities			Interest Rate Swap
	(In millions)
Balance at January 1, 2022	$	(49.1	)	$	(114.5	)	$	(1.5	)
Other comprehensive loss before reclassifications		(0.7	)		—			—
Amounts reclassified from accumulated other comprehensive income into net income		—			0.9			1.2
Net current-period other comprehensive income (loss)		(0.7	)		0.9			1.2
Balance at June 30, 2022	$	(49.8	)	$	(113.6	)	$	(0.3	)

The following table details the reclassifications out of accumulated other comprehensive income (loss) for the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2017:~~2022:


	Reclassifications Out of Accumulated Other Comprehensive Income (Loss)							Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
	Amount reclassified from Accumulated							Amount reclassified from Accumulated
	Other Comprehensive Income (Loss)							Other Comprehensive Income (Loss)
	Three Months Ended			Nine Months Ended			Affected line item in the Condensed	Three Months Ended			Six Months Ended			Affected line item in the Condensed
Details about Accumulated Other	September 30, 2017						Consolidated Statements of	June 30, 2022						Consolidated Statements of
Comprehensive Income (Loss) Components	(In millions)						Comprehensive Income	(In millions)						Comprehensive Income
Other-than-temporary impairment
Other-than-temporary impairment charge	$	—		$	0.2		Other income and (expense), net
Amortization of defined benefit pension and other post-retirement benefit plan items
Actuarial loss								$	0.7		$	1.2		Other income and (expense), net
Pension settlement									—			0.1		Other income and (expense), net
Prior service credits									(0.1	)		(0.1	)	Other income and (expense), net
Total before tax									0.6			1.2
Tax benefit		—			(0.1	)			(0.4	)		(0.3	)
Net of tax	$	—		$	0.1			$	0.2		$	0.9
Cash flow hedge - interest rate swap
Realized swap interest loss	$	0.1		$	0.5		Interest and other expense on debt
Interest rate swap
Realized swap interest								$	0.7		$	1.4		Interest and other expense on debt
Tax benefit		(0.1	)		(0.2	)			(0.2	)		(0.2	)
Net of tax	$	—		$	0.3			$	0.5		$	1.2
Amortization of defined benefit pension and other post- retirement benefit plan items
Actuarial (gain) loss	$	1.9		$	(0.2	)	Warehousing, delivery, selling, general and administrative
Prior service credits		(0.8	)		(2.3	)	Warehousing, delivery, selling, general and administrative
Total before tax		1.1			(2.5	)
Tax provision (benefit)		(0.3	)		1.1
Net of tax	$	0.8		$	(1.4	)


	Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
	Amount reclassified from Accumulated
	Other Comprehensive Income (Loss)
	Three Months Ended			Six Months Ended			Affected line item in the Condensed
Details about Accumulated Other	June 30, 2021						Consolidated Statements of
Comprehensive Income (Loss) Components	(In millions)						Comprehensive Income
Amortization of defined benefit pension and other post-retirement benefit plan items
Actuarial loss	$	2.5		$	4.9		Other income and (expense), net
Pension settlement		0.2			0.4		Other income and (expense), net
Prior service credits		(0.1	)		(0.2	)	Other income and (expense), net
Total before tax		2.6			5.1
Tax benefit		(0.6	)		(1.1	)
Net of tax	$	2.0		$	4.0
Interest rate swap
Realized swap interest	$	0.6		$	1.1		Interest and other expense on debt
Tax benefit		(0.2	)		(0.3	)
Net of tax	$	0.4		$	0.8

NOTE 14: REVENUE RECOGNITION

We are a leading value-added processor and distributor of industrial metals with operations in the United States, Canada, Mexico, and China. We purchase large quantities of metal products from primary producers and sell these materials in smaller quantities to a wide variety of metals-consuming industries. Nearly 80% of the metals products sold are processed by us to a specified thickness, length, width, shape, and surface quality pursuant to specific customer orders.

Disaggregated Revenue

We have 1 operating and reportable segment, metals service centers.

The Company derives substantially all of its sales from the distribution of metals. The following table ~~details~~shows the ~~reclassifications out~~Company’s percentage of ~~accumulated~~sales by major product line:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
Product Line	2022			2021			2022			2021
Carbon Steel Flat		29	%		31	%		30	%		30	%
Carbon Steel Plate		10			10			10			10
Carbon Steel Long		13			13			13			13
Stainless Steel Flat		18			17			18			17
Stainless Steel Plate		4			5			5			5
Stainless Steel Long		5			4			5			4
Aluminum Flat		13			13			12			13
Aluminum Plate		2			2			2			2
Aluminum Long		4			4			4			4
Other		2			1			1			2
Total		100	%		100	%		100	%		100	%

A significant majority of the Company’s sales are attributable to its U.S. operations. The only operations attributed to foreign countries relate to the Company’s subsidiaries in Canada, China, and Mexico. The following table summarizes consolidated financial information of our operations by geographic location based on where sales originated:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net Sales	(In millions)
United States		1,589.9	$	1,276.8	$	3,193.2	$	2,302.5
Foreign countries		153.6		142.2	$	299.1		263.8
Total	$	1,743.5	$	1,419.0	$	3,492.3	$	2,566.3

Revenue is recognized either at a point in time or over time based on if the contract has an enforceable right to payment and the type of product that is being sold to the customer, with products that are determined to have no alternative use being recognized over time. The following table summarizes revenues by the type of item sold:


	Three Months Ended June 30,						Six Months Ended June 30,
Timing of Revenue Recognition	2022			2021			2022			2021
Revenue on products with an alternative use		90	%		90	%		90	%		90	%
Revenue on products with no alternative use		10			10			10			10
Total		100	%		100	%		100	%		100	%

Contract Balances

A receivable is recognized in the period in which an invoice is issued, which is generally when the product is delivered to the customer. Payment terms on invoiced amounts are typically 30 days from the invoice date. We do not have any contracts with significant financing components.

Receivables, which are included in accounts receivables within the Condensed Consolidated Balance Sheet, from contracts with customers were $759.5 million and $633.0 million as of June 30, 2022 and December 31, 2021, respectively.

Contract assets, which consist primarily of revenues recognized over time that have not yet been invoiced and estimates of the value of inventory that will be received in conjunction with product returns, are reported in prepaid expenses and other ~~comprehensive income (loss)~~current assets within the Condensed Consolidated Balance Sheets. Contract liabilities, which consist primarily of accruals associated with amounts that will be paid to customers for volume rebates, cash discounts, sales returns and allowances, estimates of shipping and handling costs associated with performance obligations recorded over time, and bill and hold transactions are reported in other accrued liabilities within the ~~three~~Condensed Consolidated Balance Sheets. Significant changes in the contract assets and ~~nine month periods ended September~~the contract liabilities balances during the period are as follows:


	Contract Assets			Contract Liabilities
	(In millions)
Beginning Balance at January 1, 2022	$	21.3		$	15.1
Contract liability satisfied during the period		—			(11.9	)
Contract liability incurred during the period		—			15.3
Net change in contract assets and liabilities for products with no alternative use during the period		(4.5	)		—
Changes to reserves		0.5			1.0
Ending Balance at June 30, 2022	$	17.3		$	19.5

The Company’s performance obligations are typically short-term in nature. As a result, the Company has elected the practical expedient that provides an exemption of the disclosure requirements regarding information about remaining performance obligations on contracts that have original expected durations of one year or less.

NOTE 15: PROVISION FOR CREDIT LOSSES

Provisions for allowances and claims on accounts receivables and contract assets are based upon historical rates, expected trends, and estimates of potential returns, allowances, customer discounts, and incentives. The Company considers all available information when assessing the adequacy of the provision for allowances, claims, and doubtful accounts.

The Company performs ongoing credit evaluations of customers and sets credit limits based upon review of the customers’ current credit information, payment history, and the current economic and industry environments. The Company’s credit loss reserve consists of two parts: a) a provision for estimated credit losses based on historical experience and b) a reserve for specific customer collection issues that the Company has identified. Estimation of credit losses requires adjusting historical loss experience for current economic conditions and judgments about the probable effects of economic conditions on certain customers.

The following table provides a reconciliation of the provision for credit losses reported within the Condensed Consolidated Balance Sheets as of June 30, ~~2016:~~2022:

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

Amount reclassified from Accumulated

Other Comprehensive Income (Loss)

Three Months Ended

Nine Months Ended

Affected line item in the Condensed
Details about Accumulated Other

September 30, 2016

Consolidated Statements of
Comprehensive Income (Loss) Components

(In millions)

Comprehensive Income
Other-than-temporary impairment

Other-than-temporary impairment charge

$
—

$
2.8

Other income and (expense), net
Tax benefit

—

(1.1
)

Net of tax

$
—

$
1.7

Amortization of defined benefit
pension and other post-
retirement benefit plan items

Actuarial loss

$
1.1

$
3.4

Warehousing, delivery, selling, general and administrative
Prior service credits

(0.7
)

(2.2
)

Warehousing, delivery, selling, general and administrative
Total before tax

0.4

1.2

Tax benefit

(0.1
)

(0.4
)

Net of tax

$
0.3

$
0.8


	Changes in Provision for Expected Credit Losses
	(In millions)
Balance at January 1, 2022	$	2.2
Current period provision		0.7
Write-offs charged against allowance		(0.3	)
Recoveries		0.3
Translation		0.1
Balance at June 30, 2022	$	3.0

NOTE ~~11:~~16: INCOME TAXES

For the three months ended ~~September~~June 30, ~~2017,~~2022, the Company recorded an income tax ~~benefit~~expense of ~~$0.7~~$66.8 million compared to ~~income tax expense of $1.6~~$38.5 million in the prior year. The ~~$0.7 million~~income tax ~~benefit~~expense for the three months ended ~~September~~June 30, ~~2017~~2022 and 2021 primarily ~~represents the reversal of previous uncertain tax provisions due to the lapse of the statute of limitations and~~represent taxes at federal and local statutory rates where the Company operates, but generally ~~excludes~~exclude any tax benefit for losses in jurisdictions with historical losses.

For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022, the Company recorded income tax expense of ~~$5.3~~$121.8 million compared to ~~$14.0~~$46.1 million in the prior year. The ~~$5.3 million~~income tax expense for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and 2021 primarily ~~represents~~represent taxes at federal and local statutory rates where the Company operates, but generally ~~excludes~~exclude any tax benefit for losses in jurisdictions with historical ~~losses~~.losses. The increase in the income tax provision in the first six months of 2022 compared to the first six months of 2021 is primarily a result of the increase in actual and forecasted earnings between the two periods as conditions have improved year-over-year.

~~In accordance with~~

As required by ASC 740, “~~Income Taxes~~,” the Company assesses the realizability of its deferred tax assets. The Company records a valuation allowance when, based upon the evaluation of all available evidence, it is more-likely-than-not that all or a portion of the deferred tax assets will not be realized. In making this determination, we analyze, among other things, our recent history of earnings, the nature and timing of reversing book-tax temporary differences, tax planning strategies, and future income. The Company maintains a valuation allowance on certain foreign and U.S. federal ~~and state~~ deferred tax assets until such time as in management’s judgment, considering all available positive and negative evidence, the Company determines that these deferred tax assets are more likely than not realizable. The valuation allowance is reviewed quarterly and will be maintained until sufficient positive evidence exists to support the reversal of some or all of the valuation allowance. The valuation allowance was ~~$19.5 million and $20.0~~$5.0 million at ~~September~~both June 30, ~~2017~~2022 and December 31, ~~2016, respectively.~~2021.

The Company accounts for uncertain income tax positions in accordance with ASC 740. We anticipate that certain statutes of limitation will close within the next twelve months resulting in the immaterial reduction of the reserve for uncertain tax benefits related to various intercompany transactions. No changes were recorded in the first six months of 2022, therefore, the balance of $0.8 million at December 31, 2021 remains unchanged.

NOTE ~~12:~~17: EARNINGS PER SHARE

Basic earnings per share attributable to Ryerson Holding’s common stock is determined based on earnings for the period divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share attributable to Ryerson Holding’s common stock considers the effect of potential common shares, unless inclusion of the potential common shares would have an antidilutive effect. ~~Stock-based awards with a grant price greater than the average market price of our common stock are excluded from the calculation of diluted earnings per share because the impact would~~ ~~have been antidilutive.~~ The weighted average number of shares excluded as they would have had an antidilutive effect were ~~145,833~~199,045 and ~~96,808~~99,522 for the three and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017,~~2022, respectively, and 81,877 and 40,939 for the three and six-month periods ended June 30, 2021, respectively.

The following table sets forth the calculation of basic and diluted earnings per share:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
Basic and diluted earnings per share		2017		2016		2017		2016	2022		2021		2022		2021
	(In millions, except share and per share data)								(In millions, except number of shares which are reflected in thousands and per share data)
Numerator:
Net income attributable to Ryerson Holding Corporation	$	1.7	$	8.2	$	17.1	$	27.3	$	196.4	$	112.9	$	360.0	$	138.2
Denominator:
Weighted average shares outstanding		37,190,927		35,804,069		37,165,552		33,343,503		37,799		38,459		38,093		38,289
Dilutive effect of stock-based awards		103,781		161,615		125,041		92,009		725		271		779		397
Weighted average shares outstanding adjusted for dilutive securities		37,294,708		35,965,684		37,290,593		33,435,512		38,524		38,730		38,872		38,686

Earnings per share
Basic and diluted	$	0.05	$	0.23	$	0.46	$	0.82
Basic									$	5.20	$	2.94	$	9.45	$	3.61
Diluted									$	5.10	$	2.91	$	9.26	$	3.57

NOTE 18: SUBSEQUENT EVENTS

Bond Repurchase. On July 23, 2022, the Company redeemed $50.0 million in aggregate principal amount of the 2028 Notes for $51.5 million, which was at a redemption price of 103.0% of the principal amount, resulting in the recognition of a $1.5 million loss within other income and (expense), net in the third quarter Condensed Consolidated Statement of Comprehensive Income. The Company funded the transaction with cash on hand. As a result of this redemption, 0 2028 Notes remain outstanding. The Company will write-off the remaining balance of the 2028 Notes issuance costs and will record a charge of $0.7 million within other interest and other expense on debt in the third quarter Condensed Consolidated Statement of Comprehensive Income.

Share Repurchase Authorization. On August 3, 2022, the Board of Directors approved a $75.0 million share repurchase authorization after the exhaustion of the previous share repurchase authorization during the second quarter of 2022. Under the authorization, which is effective through August 3, 2024, management has discretion in determining the conditions under which shares may be purchased from time to time.

Dividends. On August 3, 2022 , the Board of Directors declared a quarterly cash dividend in the amount of $0.15 per share of common stock, payable on September 15, 2022 to stockholders of record as of September 1, 2022. Future quarterly dividends, if any, will be subject to Board approval.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Item 2.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “objectives,” “goals,” “preliminary,” “range,” “believes,” “expects,” “may,” “estimates,” “will,” “should,” ~~“plans”~~“plans,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those anticipated or implied in the forward-looking statements as a result of various factors. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth under “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2021 filed on ~~March 13, 2017~~February 23, 2022 and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Industry and Operating Trends” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events.

The contents herein are provided for general information purposes only and do not constitute an offer to sell or buy, or a solicitation of an offer to buy, any security (“Security”) of Ryerson Holding or its affiliates in any jurisdiction. Ryerson does not intend to solicit and is not soliciting, any action with respect to any Security or any other contractual relationship with Ryerson. Nothing in this Form 10-Q, individually or taken in the aggregate, constitutes an offer of securities for sale or buy, or a solicitation of an offer to buy, any Security in the United States, or to US persons, or in any other jurisdiction in which such an offer or solicitation is unlawful.

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and related Notes thereto in Item 1, “Financial Statements” in this Quarterly Report on Form 10-Q and our Consolidated Financial Statements and related Notes thereto for the year ended December 31, ~~2016~~2021 in our Annual Report on Form 10-Kfiled on ~~March 13, 2017.~~February 23, 2022.

Industry and Operating Trends

We are a ~~leading~~ metals service center ~~that distributes~~providing value-added processing and ~~provides value-added processing~~distribution of industrial metals with operations in the United States, Canada, Mexico, and China. We purchase large quantities of metal products from primary producers and sell these materials in smaller quantities to a wide variety of metals-consuming industries. ~~More than 75%~~We carry a full line of nearly 75,000 products in stainless steel, aluminum, carbon steel, and alloy steels and a limited line of nickel and red metals in various shapes and forms. In addition to our metals products, we offer numerous value-added processing and fabrication services, and nearly 80% of the metals products ~~sold~~we sell are processed by us by bending, beveling, blanking, blasting, burning, cutting-to-length, drilling, embossing, flattening, forming, grinding, laser cutting, machining, notching, painting, perforating, polishing, punching, rolling, sawing, scribing, shearing, slitting, ~~blanking, cutting to length~~stamping, tapping, threading, welding, or other ~~techniques.~~ techniques to process materials to a specified thickness, length, width, shape, and surface quality pursuant to specific customer orders.

Similar to other metals service centers, we maintain substantial inventories of metals to accommodate the short lead times and just-in-time delivery requirements of our customers. Accordingly, we purchase metals ~~in an effort~~ to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon customer forecasts, historic buying practices, supply agreements with customers, mill lead times, and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders. At the request of our customers, we have entered into swaps in order to mitigate our customers’ risk of volatility in the price of metals and we have entered into metals hedges to mitigate our own risk of volatility in the price of metals. We have no long-term, fixed-price metals purchase contracts. When metals prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in lower sale prices and, consequently, lower gross profits and earnings as we ~~use~~sell existing metals inventory. When metals prices increase, competitive conditions will influence how much of the price increase we may pass on to our customers.

The metals service center industry is cyclical and volatile in ~~terms of~~ both pricing and demand, and ~~pricing, as such, industrial metals prices are volatile and remain~~ difficult to predict. In the ~~third~~first half of 2022, Ryerson experienced stronger pricing compared to the first half of 2021, with average selling prices 42.6% higher, reflective of the strong commodity pricing environment caused by global demand outpacing supply availability, trade disruption due to the Russian war on Ukraine, and customers building inventory in preparation for continued supply chain issues. Changes in average selling prices are primarily driven by commodity metals prices, which impact Ryerson’s selling prices.

Key industry indicators showed slowing growth in the second quarter of ~~2017, we continue to see improved demand when viewed against~~2022. This is evidenced by the Institute for Supply Management’s Purchasing Managers’ Index (“PMI”), which reported sequential declines in April, May, and June. Additionally, U.S. Industrial Production decreased year-over year ~~ago period.~~ for the month of June, signifying slowing conditions.

According to the Metal Service Center Institute, ~~U.S.~~North American service center volumes ~~per day have increased~~declined by ~~more than three percent~~4.4% in the first half of 2022 compared to the ~~second quarter~~first half of ~~2017. In~~2021. On a North American basis, Ryerson performed better than the ~~third quarter~~industry with volumes

declining 2.7% over the same period. However, on a quarterly sequential basis, industry volume growth of ~~2017, we experienced~~0.3% was greater than Ryerson’s volume decrease of 0.7%. On a quarterly ~~year-over-year~~sequential basis, Ryerson end-market demand decreased in the HVAC and food processing and agricultural equipment sectors, but was partially offset by demand growth in ~~shipment volumes to nearly all of our end markets, most notably in~~the oil & gas, metal fabrication and machine shops, as well as commercial ground transportation ~~oil & gas, and construction equipment~~ sectors. ~~However, we saw quarterly year-over-year shipment declines in consumer durables.~~

~~Overall, a weaker U.S. dollar and improved global pricing conditions narrowed spreads between foreign and domestic steel pricing~~First Six Months 2022 vs. First Six Months 2021 performance highlights


$3.5B		25.1%		$360M
Total Revenues		Gross Margin		Net Income Attributable to Ryerson
	36% increase		740 bps increase		$222M increase
$9.26		$9.56		$168M
Diluted EPS		Adj. Diluted EPS*		Cash from Operating Activities
	$5.69 increase		$8.06 increase		$219M increase

*A reconciliation of the non-GAAP financial measure to the comparable GAAP measure is included in the ~~third quarter~~subsequent table.

Ryerson generated revenues of ~~2017. Commodity prices on balance trended higher sequentially from~~$3.5 billion in the ~~second quarter through~~first six months of 2022, an increase of 36.1% compared to $2.6 billion for the ~~third quarter~~first six months of ~~2017 despite continuing volatility in industrial base metal markets. However, elevated import levels and well supplied metals markets muted service center pricing power,~~2021, with ~~our~~ average selling prices ~~down one percent~~42.6% higher and tons shipped 4.5% lower. In the first six months of 2022, gross margin expanded to 25.1% compared to 17.7% for the first six months of 2021. Included in the ~~third quarter~~first six months of ~~2017~~2022 cost of materials sold was LIFO income of $71.6 million, compared to LIFO expense of $188.6 million in the first six months of 2021. Net income attributable to Ryerson Holding Corporation was $360.0 million, or earnings of $9.26 per diluted share, in the first six months of 2022 compared to net income attributable to Ryerson Holding Corporation of $138.2 million, or income of $3.57 per diluted share, for the first six months of 2021.

To provide greater insight into the Company’s operating trends for the first six months of 2022 apart from the period’s one-time transactions, Ryerson provides adjusted net income and adjusted diluted earnings per share figures, which are not U.S. generally accepted accounting principles (“GAAP”) financial measures, to compliment the reported GAAP net income and diluted earnings per share figures. Management uses these metrics to assess year-over-year performance excluding non-recurring transactions. Adjusted net income and adjusted diluted earnings per share do not represent, and should not be used as a substitute for, net income or diluted earnings per share determined in accordance with GAAP. Illustrated in the below table, the first six months of 2022 net income attributable to Ryerson of $360.0 million includes a loss on retirement of debt of $19.8 million and a gain on sale of assets of $3.8 million. After adjusting for these non-core business transactions and the related income tax provision, the adjusted net income attributable to Ryerson for the first six months of 2022 is $371.9 million, an increase of $313.8 million compared to the ~~prior quarter.~~year-ago adjusted net income attributable to Ryerson of $58.1 million which adjusted a gain on the sale of assets of $107.7 million and related income taxes.


(Dollars and shares in millions, except per share data)	First Half 2022			First Half 2021
Net income attributable to Ryerson Holding Corporation	$	360.0		$	138.2
Gain on sale of assets		(3.8	)		(107.7	)
Loss on retirement of debt		19.8			—
Provision (benefit) for income taxes on above items		(4.1	)		27.6
Adjusted net income attributable to Ryerson Holding Corporation	$	371.9		$	58.1
Diluted earnings per share	$	9.26		$	3.57
Adjusted diluted earnings per share	$	9.56		$	1.50
Shares outstanding – diluted		38.9			38.7

Recent Developments

After the Russian forces invaded Ukraine on February 24, 2022, the Biden administration issued executive orders prohibiting the importation of goods from covered regions related to Ukraine and Russia. Ryerson takes this very seriously and has reviewed our direct and indirect material purchases to ensure compliance. On April 8, 2022, President Biden signed into law the Suspending Normal Trade Relations with Russia and Belarus Act, which denies "most-favored nation" tariff treatment to products of Russia and Belarus

and extends the President’s authority to impose sanctions under the Global Magnitsky Human Rights Accountability Act. Beginning April 9, 2022, the Act imposes a 10.5% import duty on unalloyed primary aluminum and 11.0% on value-add aluminum products. The ~~muted pricing together with higher procured~~import duties are not expected to have a meaningful impact on the availability of aluminum for Ryerson. In 2022, the Company has not purchased material from Russia or the named Ukrainian regions and has no open purchases orders issued to Russian suppliers as of June 30, 2022.

On August 10, 2021, the Senate passed the Infrastructure Investment and Jobs Act, a $1.2 trillion bill which features $550 billion in new federal spending over 5 years. Included in this spending is investment in roads, bridges, and major projects, passenger and freight rail, electrical grid improvements, expansion of broadband access, transit systems, infrastructure for electric vehicles, and improvements to water systems. This bill was signed into law on November 15, 2021. The Company believes that the additional government spending on infrastructure projects under the Infrastructure Investment and Jobs Act may generate additional demand for our products especially within the industrial equipment, construction, green energy, and transportation industries. Accordingly, we anticipate that the Infrastructure Investment and Jobs Act will be beneficial to the Company, but ultimately the impact on the Company’s operations is unclear.

On April 22, 2021, the U.S. International Trade Commission (“USITC”) confirmed the Department of Commerce’s affirmative antidumping duty determinations and injury determinations regarding US imports of common alloy aluminum sheet. As a result, the USITC has issued final antidumping duty orders on U.S. imports of common alloy aluminum sheet from the following sixteen countries: Bahrain, Brazil, Croatia, Egypt, Germany, India, Indonesia, Italy, Oman, Romania, Serbia, Slovenia, South Africa, Spain, Taiwan, and Turkey. Antidumping rates differ greatly depending on country of origin and producing mill and range from the low single digits to as high as 243%. Ryerson anticipates that the actions of the USITC will support the prices of domestically produced aluminum sheet and therefore benefit the Company’s average selling prices.

On March 1, 2018, the White House announced a 25% tariff on all imported steel products and 10% tariff on all imported aluminum products for an indefinite amount of time under Section 232 of the Trade Expansion Act (“Section 232”). These tariffs, while in effect, have discouraged metal ~~costs resulted~~imports from non-exempt countries and have had a favorable impact on the prices of the products we sell and our results of operations. In October 2021, the US and European Union agreed to revise Section 232 tariffs applied to the import of European steel and aluminum, allowing for the duty-free import of European steel and aluminum into the US, subject to tariff rate quotas. Specifically, the tariff rate quota includes the duty-free import of 3.3 million metric tons of steel melted and poured in ~~margin compression through~~ the ~~third quarter~~European Union, 18 thousand metric tons of ~~2017.~~unwrought aluminum, and 366 thousand metric tons of semi-finished aluminum. The revision is to be applied on January 1, 2022. Tariff rate quotas have since been implemented for Japan and the United Kingdom at 1.25 million metric tons and 0.5 million metric tons, respectively. Effective dates for the revisions are April 1, 2022 for Japan and June 1, 2022 for the United Kingdom.

On January 9, 2017, we acquired The Laserflex Corporation (“Laserflex”), a privately-owned metal fabricator with locations in Columbus, Ohio and Wellford, South Carolina. Laserflex specializes in laser fabrication metal processing and welding and further enhances our existing fabrication and metals processing capabilities.

On February 15, 2017, we acquired Guy Metals, Inc. (“Guy Metals”), a privately-owned metal service center company located in Hammond, Wisconsin. Guy Metals processes stainless and nickel alloy products including its trademarked “Pit Free Dairy” and “Super4” finishes used in food, dairy, pharmaceutical, and beverage applications. Consistent with the Laserflex acquisition, Guy Metals bolsters our value-added processing capabilities to provide additional services to our customers.

Components of Results of Operations

We generate substantially all of our revenue from sales of our metals products. ~~Revenue~~The majority of revenue is recognized upon delivery of product to customers. The timing of shipment is substantially the same as the timing of delivery to customers given the proximity of our distribution sites to our customers. Revenues associated with products which we believe have no alternative use, and where the Company has an enforceable right to payment, are recognized on an over-time basis. Over-time revenues are recorded in proportion with the progress made toward completing the performance obligation.

Sales, cost of materials sold, gross profit, and operating expense control are the principal factors that impact our profitability.

Net sales. Our sales volume and pricing isare driven by market demand, which is largely determined by overall industrial production and conditions in the specific industries in which our customers operate. Sales prices are also primarily driven by market factors such as overall demand and availability of product. Our net sales include revenue from product sales, net of returns, allowances, customer discounts, and incentives.

Cost of materials sold. Cost of materials sold includes metal purchase and in-bound freight costs, third-party processing costs, and direct and indirect internal processing costs. The cost of materials sold fluctuates with our sales volume and our ability to purchase metals at competitive prices. Increases in sales volume generally enable us ~~both~~ to improve purchasing leverage with suppliers, as we buy larger quantities of metals ~~inventories, and to reduce operating expenses per ton sold.~~inventories.

Gross profit. Gross profit is the difference between net sales and the cost of materials sold. Our sales prices to our customers are subject to market competition. Achieving acceptable levels of gross profit is dependent on our acquiring metals at competitive prices, our ability to manage the impact of changing prices, and efficiently managing our internal and external processing costs.

Operating expenses. Optimizing business processes and asset utilization to lower fixed expenses such as employee, facility, and truck fleet costs, which cannot be rapidly reduced in times of declining volume, and maintaining a low fixed cost structure in times of increasing sales volume, have a significant impact on our profitability. Operating expenses include costs related to warehousing and distributing our products as well as selling, general, and administrative expenses.

Results of ~~Operations—~~Operations — Comparison of Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2022 to Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2021

The following table sets forth our condensed consolidated statements of income data for the three-month and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017~~2022 and ~~2016:~~2021 (certain percentages may not calculate due to rounding):


	Three Months Ended June 30,												Six Months Ended June 30,
	2022						2021						2022						2021
	$			% of Net Sales			$			% of Net Sales			$			% of Net Sales			$			% of Net Sales
	($ in millions)												($ in millions)
Net sales	$	1,743.5			100.0	%	$	1,419.0			100.0	%	$	3,492.3			100.0	%	$	2,566.3			100.0	%
Cost of materials sold		1,277.6			73.3			1,162.0			81.9			2,616.3			74.9			2,111.4			82.3
Gross profit		465.9			26.7			257.0			18.1			876.0			25.1			454.9			17.7
Warehousing, delivery, selling, general, and administrative expenses		182.9			10.5			178.3			12.6			358.2			10.3			350.1			13.6
Gain on sale of assets		(3.8	)		(0.2	)		(87.4	)		(6.2	)		(3.8	)		(0.1	)		(107.7	)		(4.2	)
Operating profit		286.8			16.4			166.1			11.7			521.6			14.9			212.5			8.3
Other (expenses) and income		(23.6	)		(1.4	)		(14.3	)		(1.0	)		(39.6	)		(1.1	)		(27.5	)		(1.1	)
Income before income taxes		263.2			15.1			151.8			10.7			482.0			13.8			185.0			7.2
Provision for income taxes		66.8			3.8			38.5			2.7			121.8			3.5			46.1			1.8
Net income		196.4			11.3			113.3			8.0			360.2			10.3			138.9			5.4
Less: Net income attributable to noncontrolling interest		—			—			0.4			—			0.2			—			0.7			—
Net income attributable to Ryerson Holding Corporation	$	196.4			11.3	%	$	112.9			8.0	%	$	360.0			10.3	%	$	138.2			5.4	%
Basic earnings per share	$	5.20					$	2.94					$	9.45					$	3.61
Diluted earnings per share	$	5.10					$	2.91					$	9.26					$	3.57

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

$

% of Net
Sales

$

% of Net
Sales

$

% of Net
Sales

$

% of Net
Sales

($ in millions)

($ in millions)

Net sales

$
864.2

100.0
%

$
735.1

100.0
%

$
2,554.1

100.0
%

$
2,177.5

100.0
%
Cost of materials sold

719.2

83.2

589.7

80.2

2,108.1

82.5

1,721.5

79.1

Gross profit

145.0

16.8

145.4

19.8

446.0

17.5

456.0

20.9

Warehousing, delivery, selling, general and administrative expenses

119.2

13.8

109.1

14.8

353.2

13.9

331.5

15.2

Restructuring and other charges

—

—

2.5

0.4

—

—

2.5

0.1

Operating profit

25.8

3.0

33.8

4.6

92.8

3.6

122.0

5.6

Other expenses

(24.6
)

(2.9
)

(23.8
)

(3.2
)

(69.8
)

(2.7
)

(80.7
)

(3.7
)
Income before income taxes

1.2

0.1

10.0

1.4

23.0

0.9

41.3

1.9

Provision (benefit) for income taxes

(0.7
)

(0.1
)

1.6

0.3

5.3

0.2

14.0

0.6

Net income

1.9

0.2

8.4

1.1

17.7

0.7

27.3

1.3

Less: Net income attributable to noncontrolling interest

0.2

—

0.2

—

0.6

—

—

—

Net income attributable to Ryerson Holding Corporation

$
1.7

0.2
%

$
8.2

1.1
%

$
17.1

0.7
%

$
27.3

1.3
%
Basic and diluted earnings per share

$
0.05

$
0.23

$
0.46

$
0.82

Net sales

The following ~~table shows our~~charts show the Company’s percentage of sales ~~revenue~~ by major product lines for the ~~three~~six months ended June 30, 2022 and ~~nine month periods ended September 30, 2017 and 2016:~~2021:

Three Months Ended September 30,

Nine Months Ended September 30,

Product Line

2017

2016

2017

2016

Carbon Steel Flat

29
%

29
%

28
%

27
%
Carbon Steel Plate

10

9

10

9

Carbon Steel Long

12

13

12

14

Stainless Steel Flat

17

17

18

16

Stainless Steel Plate

4

4

4

4

Stainless Steel Long

4

3

4

4

Aluminum Flat

16

16

15

16

Aluminum Plate

3

3

3

3

Aluminum Long

4

4

4

5

Other

1

2

2

2

Total

100
%

100
%

100
%

100
%

September 30,

Dollar

Percentage

2017

2016

change

change

($ in millions)

Net sales (three-months ended)

$
864.2

$
735.1

$
129.1

17.6
%
Net sales (nine-months ended)

$
2,554.1

$
2,177.5

$
376.6

17.3
%

September 30,

Tons

Percentage

2017

2016

change

change

(in thousands)

Tons sold (three-months ended)

515

480

35

7.3
%
Tons sold (nine-months ended)

1,530

1,463

67

4.6
%

September 30,

Price

Percentage

2017

2016

change

change

Average selling price per ton sold (three-months ended)

$
1,678

$
1,531

$
147

9.6
%
Average selling price per ton sold (nine-months ended)

$
1,669

$
1,488

$
181

12.2
%


	June 30,				Dollar			Percentage
	2022		2021		change			change
	($ in millions)
Net sales (three-months ended)	$	1,743.5	$	1,419.0	$	324.5			22.9	%
Net sales (six-months ended)	$	3,492.3	$	2,566.3	$	926.0			36.1	%

	June 30,				Tons			Percentage
	2022		2021		change			change
	(in thousands)
Tons sold (three-months ended)		524		559		(35	)		(6.3	)%
Tons sold (six-months ended)		1,052		1,102		(50	)		(4.5	)%
	June 30,				Price			Percentage
	2022		2021		change			change
Average selling price per ton sold (three-months ended)	$	3,327	$	2,538	$	789			31.1	%
Average selling price per ton sold (six-months ended)	$	3,320	$	2,329	$	991			42.6	%

Revenue for the three-month and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017~~2022 increased from the same periods a year ago due to higher average selling prices caused by higher commodity prices and ~~higher tons sold. Average selling price increased in~~supply constraints. Compared to the ~~three-month and nine-month~~year ago periods, ~~ended September 30, 2017 from the price levels in the same periods of 2016 reflecting improved economic conditions~~ ~~in the metals market. Average~~average selling price increased for all of our product lines in the three-month and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017~~2022 with the largest increases in our ~~carbon~~stainless flat, stainless ~~flat~~long, carbon plate, and ~~stainless plate~~aluminum flat products. Tons sold ~~increased~~decreased in the three-month and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017.~~ ~~The~~2022, compared to the year ago periods, for almost all of our product lines with the largest ~~increases in shipments were~~decreases in our stainless ~~long,~~flat, aluminum flat, aluminum plate, and stainless plate ~~and carbon plate~~ product ~~lines and our stainless long, stainless flat and aluminum flat product lines for the three and nine month periods ending September 30, 2017, respectively.~~lines.

Cost of materials sold


	June 30,
	2022					2021
	$		% of Net Sales			$		% of Net Sales			Dollar change		Percentage change
	($ in millions)
Cost of materials sold (three-months ended)	$	1,277.6		73.3	%	$	1,162.0		81.9	%	$	115.6		9.9	%
Cost of materials sold (six-months ended)	$	2,616.3		74.9	%	$	2,111.4		82.3	%	$	504.9		23.9	%

September 30,

2017

2016

$

% of Net
Sales

$

% of Net
Sales

Dollar change

Percentage change

($ in millions)

Cost of materials sold (three-months ended)

$
719.2

83.2
%

$
589.7

80.2
%

$
129.5

22.0
%
Cost of materials sold (nine-months ended)

$
2,108.1

82.5
%

$
1,721.5

79.1
%

$
386.6

22.5
%

September 30,

Cost

Percentage

2017

2016

change

change

Average cost of materials sold per ton sold (three-months ended)

$
1,396

$
1,228

$
168

13.7
%
Average cost of materials sold per ton sold (nine-months ended)

$
1,377

$
1,176

$
201

17.1
%


	June 30,				Cost		Percentage
	2022		2021		change		change
Average cost of materials sold per ton sold (three-months ended)	$	2,438	$	2,078	$	360		17.3	%
Average cost of materials sold per ton sold (six-months ended)	$	2,487	$	1,916	$	571		29.8	%

The increase in cost of materials sold in the three-month and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017~~2022 compared to the ~~same periods a~~ year ago periods is primarily due to anthe increase in average cost of materials sold per ton ~~and the increase in~~partially offset by lower tons sold. The average cost of materials sold ~~for~~increased across all product lines with the largest increases in our carbon plate, ~~stainless~~carbon flat, and stainless ~~plate~~long product lines ~~increased more than our other products~~ during ~~both~~ the ~~three~~three-month and ~~nine month~~six-month periods ~~of 2017, which was a faster increase than the increase in average selling price per ton for these products.~~ended June 30, 2022. During the ~~third~~second quarter of ~~2017,~~2022, LIFO income was $~~1.7~~ $73.8 million compared to LIFO expense of ~~$25.1~~ $104.8million in the ~~third~~second quarter of ~~2016. LIFO expense in the third quarter of 2016 was offset by a $23.7 million credit to adjust the lower of cost or market inventory reserve. In~~2021. During the first ~~nine~~six months of ~~2017,~~2022, LIFO ~~expense~~income was ~~$35.7~~$71.6 million compared to LIFO expense of ~~$5.0~~ $188.6million in the first ~~nine~~six months of 2016. LIFO expense in the first nine months of 2017 was offset by a $23.9 million credit to adjust the lower of cost or market inventory reserve while LIFO expense in the first nine months of 2016 was more than offset by a $25.4 million credit to adjust the lower of cost or market inventory reserve.2021.

Gross profit


	September 30,																June 30,
	2017					2016											2022					2021
	$		% of Net Sales			$		% of Net Sales			Dollar change			Percentage change			$		% of Net Sales			$		% of Net Sales			Dollar change		Percentage change
	($ in millions)																($ in millions)
Gross profit (three-months ended)	$	145.0		16.8	%	$	145.4		19.8	%	$	(0.4	)		(0.3	)%	$	465.9		26.7	%	$	257.0		18.1	%	$	208.9		81.3	%
Gross profit (nine-months ended)	$	446.0		17.5	%	$	456.0		20.9	%	$	(10.0	)		(2.2	)%
Gross profit (six-months ended)																	$	876.0		25.1	%	$	454.9		17.7	%	$	421.1		92.6	%

Gross profit decreased in the three-month and nine-month periods ended September 30, 2017 compared to the same periods in 2016 as a competitive pricing environment pressured gross profit as a percent of sales. While our revenue per ton increased in the three-month and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017~~2022 compared to the year ago periods as average selling price increased faster than the increase in the average cost of materials sold resulting in an increase in gross margin.

Operating expenses


	June 30,
	2022						2021
	$			% of Net Sales			$			% of Net Sales			Dollar change		Percentage change
	($ in millions)
Warehousing, delivery, selling, general, and administrative expenses (three-months ended)	$	182.9			10.5	%	$	178.3			12.6	%	$	4.6		2.6	%
Warehousing, delivery, selling, general, and administrative expenses (six-months ended)	$	358.2			10.3	%	$	350.1			13.6	%	$	8.1		2.3	%
Gain on sale of assets (three-months ended)	$	(3.8	)		(0.2	)%	$	(87.4	)		(6.2	)%	$	83.6		(95.7	)%
Gain on sale of assets (six-months ended)	$	(3.8	)		(0.1	)%	$	(107.7	)		(4.2	)%	$	103.9		(96.5	)%

Warehousing, delivery, selling, general, and administrative expenses increased slightly in the three-month and six-month periods ended June 30, 2022 compared to the year ago periods primarily due to higher facility costs of $6.1 million in the second quarter and $9.5 million in the first six months of 2022 primarily due to higher operating supplies and to higher rent expense after the leaseback of facilities sold in 2021, higher selling, general, and administrative expenses of $4.4 million in the second quarter of 2022 and $7.8 million in the first six months of 2022 primarily due to higher consulting fees and higher travel and entertainment expenses, increased salaries and wages expense of $2.8 million in the second quarter of 2022 and $6.4 million in the first six months of 2022, and increased delivery expenses of $4.0 million in the second quarter of 2022 and $6.0 million in the first six months of 2022 primarily due to higher fuel prices. Partially offsetting the increase in expenses was a decrease in incentive compensation of $14.1 million in the second quarter of 2022 and $21.0 million in the first six months of 2022.

The second quarter of 2022 includes a gain on sale of assets of $3.8 million from the sale of a facility in Texas that Ryerson had an option to purchase. In the second quarter of 2021, we recognized a gain of $87.4 million on the sale and leaseback of twelve facilities across the United States. In the first quarter of 2021, we recognized a gain on sale of assets of $20.3 million from the sale and leaseback of our Renton, Washington facility.

Operating profit


	June 30,
	2022					2021
	$		% of Net Sales			$		% of Net Sales			Dollar change		Percentage change
	($ in millions)
Operating profit (three-months ended)	$	286.8		16.4	%	$	166.1		11.7	%	$	120.7		72.7	%
Operating profit (six-months ended)	$	521.6		14.9	%	$	212.5		8.3	%	$	309.1		145.5	%

Our operating profit increased in the three-month and six-month periods ended June 30, 2022 compared to the three-month and ~~nine-month periods of 2016, cost of materials sold per ton increased at a faster pace resulting in lower gross margins.~~

~~Operating expenses~~

September 30,

2017

2016

$

% of Net
Sales

$

% of Net
Sales

Dollar change

Percentage change

($ in millions)

Warehousing, delivery, selling, general and administrative expenses (three months ended)

$
119.2

13.8
%

$
109.1

14.8
%

$
10.1

9.3
%
Warehousing, delivery, selling, general and administrative expenses (nine months ended)

$
353.2

13.9
%

$
331.5

15.2
%

$
21.7

6.5
%
Restructuring and other charges (three months ended)

$
—

—

$
2.5

0.4
%

$
(2.5
)

(100.0
)%
Restructuring and other charges (nine months ended)

$
—

—

$
2.5

0.1
%

$
(2.5
)

(100.0
)%

~~Total operating expenses~~ ~~increased~~ ~~in the three-month and nine-month~~six-month periods ended ~~September~~June 30, 2017 compared to the same periods in 2016 primarily due to improved demand and higher employment levels as well as general inflationary factors, which combined to increase salaries and wages, benefit costs and delivery expenses. The decrease in our operating expenses as a percentage of sales over these same periods is due to our higher sales levels resulting from higher metals pricing. The $2.5 million restructuring charge in 2016 was related to a facility closure.

~~Operating profit~~

September 30,

2017

2016

$

% of Net
Sales

$

% of Net
Sales

Dollar change

Percentage change

($ in millions)

Operating profit (three-months ended)

$
25.8

3.0
%

$
33.8

4.6
%

$
(8.0
)

(23.7
)%
Operating profit (nine-months ended)

$
92.8

3.6
%

$
122.0

5.6
%

$
(29.2
)

(23.9
)%

~~Our operating profit decreased in both the three-month and nine-month periods of 2017 compared to the same periods a year ago,~~2021, primarily due to the ~~decline~~increase in ~~gross profit as a percent of sales~~average selling prices discussed above.

Other expenses


	September 30,																		June 30,
	2017						2016												2022						2021
	$			% of Net Sales			$			% of Net Sales			Dollar change			Percentage change			$			% of Net Sales			$			% of Net Sales			Dollar change			Percentage change
	($ in millions)																		($ in millions)
Interest and other expense on debt (three-months ended)	$	(23.2	)		(2.7	)%	$	(23.6	)		(3.2	)%	$	0.4			(1.7	)%	$	(8.3	)		(0.5	)%	$	(13.6	)		(1.0	)%	$	(5.3	)		(39.0	)%
Interest and other expense on debt (nine-months ended)	$	(67.8	)		(2.7	)%	$	(67.5	)		(3.1	)%	$	(0.3	)		0.4	%
Interest and other expense on debt (six-months ended)																			$	(18.6	)		(0.5	)%	$	(27.1	)		(1.1	)%	$	(8.5	)		(31.4	)%
Other income and (expense), net (three-months ended)	$	(1.4	)		(0.2	)%	$	(0.2	)		—		$	(1.2	)		600.0	%	$	(15.3	)		(0.9	)%	$	(0.7	)		—		$	(14.6	)		(2,085.7	)%
Other income and (expense), net (nine-months ended)	$	(2.0	)		—		$	(13.2	)		(0.6	)%	$	11.2			(84.8	)%
Other income and (expense), net (six-months ended)																			$	(21.0	)		(0.6	)%	$	(0.4	)		—		$	(20.6	)		(5,150.0	)%

Interest and other expense on debt ~~was relatively unchanged~~decreased in the three-month and six-month periods ended June 30, 2022 compared to the year ago periods primarily due to the redemption and repurchase of $400.0 million principal amount of our 8.50% senior secured notes due 2028 (the “2028 Notes”) since June 30, 2021. In July 2021, $150.0 million of the 2028 Notes were redeemed and $250.0 million were repurchased and retired in the first six months of 2022. Partially offsetting the impact of lower outstanding 2028 Notes was higher interest expense in the three-month and ~~nine-month~~six-month periods ended June 30, 2022 due to a higher level of ~~2017~~borrowings outstanding under our $1.3 billion revolving credit facility (“the Ryerson Credit Facility”) compared to the same periods in 2016 as the interest rate on a portion of our outstanding Notes increased after we redeemed the $569.9 million outstanding balance of our 9.00% Senior Notes due 2017 (the “2017 Notes”), repurchased $121.9 million and thereafter redeemed the remaining outstanding $48.5 million of our 11.25% Senior Notes due 2018 (the “2018 Notes”) and issued $650.0 million of new 11.00% Senior Notes due 2022 (the “2022 Notes”) in 2016, partially offset by a reduction in the amount of our outstanding Notes and lower amortization of debt issuance costs expense. year ago periods.

The other expense in the second quarter and first ~~three-month~~six months of 2022 includes a $14.5 million loss and ~~nine-month periods~~a $19.8 million loss, respectively, on the repurchases of ~~2017 was primarily related to~~the 2028 Notes. In addition, the other expense in the second quarter and first six months of 2022 includes $0.7 million of foreign ~~currency~~exchange losses. The other expense in the second quarter and first ~~nine~~six months of ~~2016 included~~2021 includes a ~~$7.2~~$1.3 million ~~net~~ loss ~~on debt redemptions, foreign currency losses of $3.2 million~~ and a ~~$2.8~~$1.0 million ~~charge due to an other-than-temporary impairment recognized on an available-for-sale investment.~~loss, respectively, resulting from the change in the fair value of the embedded derivative connected with the redemption options under the 2028 Notes.

Provision for income taxes. InOur effective income tax rate was 25.4% in the ~~third~~second quarter of ~~2017, the Company recorded an income tax benefit of~~ ~~$0.7 million~~ ~~compared to an income tax expense of $1.6million in the third quarter of 2016. In the first nine months of 2017, the Company recorded income tax expense of $5.3 million compared to $14.0 million~~2022 and 25.3% in the first ~~nine~~six months of ~~2016.~~2022 compared to 25.4% in the second quarter of 2021 and 24.9% in the first six months of 2021. The differences between our effective income tax ~~benefit or expense recorded in all~~

~~periods primarily represents taxes at~~rates and the U.S. federal ~~and local~~ statutory ~~rates where the Company operates, but generally exclude any tax benefit for losses in jurisdictions with historical losses. The third quarter~~rate of ~~2017 also includes~~ ~~the reversal of previous uncertain tax provisions~~21.0% were mainly due to state and foreign income taxes partially offset by the ~~lapse~~effects of certain discrete items recorded during the ~~statute of limitations.~~periods.

Earnings per share. Basic ~~and diluted~~ earnings per share was ~~$0.05~~$5.20 in the ~~third~~second quarter of ~~2017~~2022 and ~~$0.46~~$9.45 in the first ~~nine~~six months of ~~2017~~2022 compared to basic income per share of $2.94 in the second quarter of 2021 and ~~diluted~~$3.61 in the first six months of 2021. Diluted earnings per share ~~of $0.23~~was $5.10 in the ~~third~~second quarter of ~~2016~~2022 and ~~$0.82~~$9.26 in the first ~~nine~~six months of ~~2016.~~2022 compared to diluted income per share of $2.91 in the second quarter of 2021 and $3.57 in the first six months of 2021. The changes in earnings per share are due to the results of operations discussed ~~above as well as an increase in the weighted average number of shares outstanding due to the issuance of 5 million shares of common stock in July 2016.~~above.

~~Liquidity~~

Liquidity and Cash Flows

Our primary sources of liquidity are cash and cash equivalents, cash flows from operations, and borrowing availability under the ~~$750 million revolving credit facility (the “Ryerson~~Ryerson Credit ~~Facility”) that matures on November 16, 2021. Its~~Facility. Our principal source of operating cash is from the sale of metals and other materials. ~~Its~~Our principal uses of cash are for payments associated with the procurement and processing of metals and other materials inventories, costs incurred for the warehousing and delivery of inventories, ~~and~~ the selling and administrative costs of the business, and capital ~~expenditures, and for interest payments on debt.~~expenditures.

~~The following table summarizes the Company’s cash flows:~~

Nine Months Ended September 30,

2017

2016

(In millions)

Net cash used in operating activities

$
(93.3
)

$
(22.9
)
Net cash used in investing activities

(61.6
)

(16.3
)
Net cash provided by financing activities

144.0

47.0

Effect of exchange rates on cash and cash equivalents

3.8

2.2

Net increase (decrease) in cash and cash equivalents

$
(7.1
)

$
10.0

We had cash and cash equivalents of ~~$73.6~~$41.4 million at ~~September~~June 30, ~~2017~~,2022, compared to ~~$80.7~~$51.2 million at December 31, ~~2016. We had $36 million and $31 million of qualified cash pledged as collateral at September 30, 2017 and December 31, 2016, respectively. We had $1,042 million and $964 million of~~2021. Our total debt outstanding at ~~September~~June 30, ~~2017 and~~2022 decreased to $534 million compared to $639 million at December 31, ~~2016, respectively, and~~2021 due to income from operations in the first six months of 2022. We had a debt-to-capitalization ratio of ~~101%~~39% and 54% at ~~September~~June 30, ~~2017~~2022 and ~~105%~~ at December 31, ~~2016.~~2021, respectively. We had total liquidity (defined as cash and cash equivalents ~~marketable securities~~ and availability under the Ryerson Credit Facility and foreign debt ~~facilities, less qualified cash pledged as collateral)~~facilities) of ~~$355~~$894 million at ~~September~~June 30, ~~2017~~2022 versus ~~$301~~$741 million at December 31, ~~2016.~~2021. Our net debt (defined as total debt less cash and cash equivalents) was $492 million and $588 million at June 30, 2022 and December 31, 2021, respectively. Total liquidity isand net debt are not a U.S. generally accepted accounting principles (“GAAP”) financial ~~measure.~~measures. We believe that total liquidity provides additional information for measuring our ability to fund our operations. Total liquidity does not represent, and should not be used as a substitute for, net income or cash flows from operations as determined in accordance with GAAP and total liquidity is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. We believe that net debt provides a clearer perspective of the Company’s overall debt profile. Net debt should not be used as a substitute for total debt outstanding as determined in accordance with GAAP.

Below is a reconciliation of cash and cash equivalents to total liquidity:


	June 30, 2022		December 31, 2021
	(In millions)
Cash and cash equivalents	$	41	$	51
Availability under Ryerson Credit Facility and foreign debt facilities		853		690
Total liquidity	$	894	$	741

Below is a reconciliation of total debt to net debt:

September 30, 2017

December 31, 2016

(In millions)

Cash and cash equivalents

$
74

$
81

Less: Qualified cash pledged as collateral

(36
)

(31
)
Availability under Ryerson Credit Facility and foreign debt facilities

317

251

Total liquidity

$
355

$
301


	June 30, 2022			December 31, 2021
	(In millions)
Total debt	$	533.5		$	639.3
Less: cash and cash equivalents		(41.4	)		(51.2	)
Net debt	$	492.1		$	588.1

Of the total cash and cash equivalents, as of ~~September~~June 30, ~~2017, $63.4~~ 2022, $12.5 million was held in subsidiaries outside the United States which is deemed to be permanently reinvested. Ryerson does not currently foresee a need to repatriate earnings from its non-U.S. subsidiaries. Although Ryerson has historically satisfied needs for more capital in the U.S. through debt or equity issuances, Ryerson could elect to repatriate earnings held in foreign jurisdictions, which could result in higher effective tax rates. We have not recorded a deferred tax liability for the effect of a possible repatriation of these earnings as management intends to permanently reinvest these earnings outside of the U.S. Specific plans for reinvestment include funding for future international acquisitions and funding of existing international operations.

The following table summarizes the Company’s cash flows:


	Six Months Ended June 30,
	2022			2021
	(In millions)
Net income	$	360.2		$	138.9
Gain on sale of assets		(3.8	)		(107.7	)
Loss on retirement of debt		19.8			—
Non-cash (gain) loss from derivatives		(15.4	)		40.4
Change in operating assets and liabilities:
Receivables		(126.9	)		(275.9	)
Inventories		(179.9	)		(109.1	)
Accounts payable		118.3			200.0
All other operating cash flows		(4.3	)		62.3
Net cash provided by (used in) operating activities		168.0			(51.1	)
Acquisitions, net of cash acquired		(5.8	)		—
Capital expenditures		(42.8	)		(13.3	)
Proceeds from sale of property, plant, and equipment		7.2			165.9
All other investing cash flows		(2.0	)		(0.5	)
Net cash provided by (used in) investing activities		(43.4	)		152.1
Repayment of debt		(268.6	)		(0.9	)
Net proceeds (repayments) of short-term borrowings		142.8			(139.6	)
Net increase in book overdrafts		57.0			21.6
Dividends paid to shareholders		(8.5	)		—
Share repurchases		(48.2	)		—
All other financing cash flows		(10.6	)		(5.1	)
Net cash used in financing activities		(136.1	)		(124.0	)
Effect of exchange rates on cash and cash equivalents		1.7			(0.3	)
Net decrease in cash and cash equivalents	$	(9.8	)	$	(23.3	)

Operating activities. ~~Net~~Working capital fluctuates throughout the year based on business needs. Working capital needs tend to be counter-cyclical, meaning that in periods of expansion the Company will use cash ~~used~~to fund working capital requirements, but in periods of contraction the Company will generate cash from reduced working capital requirements. In the first six months of 2021, working capital requirements increased as average selling prices increased due to supply constraints as mills were slow to come back online after COVID-19 shutdowns in 2020. Similarly in the first six months of 2022, average selling prices continued to increase due to supply constraints and briefly, due to the war between Russia and Ukraine. The first six months of 2022, however, resulted in cash generated from operations, as opposed to a use of cash in the same period of 2021, due to average selling prices being 43% higher, resulting in significantly higher operating profits offsetting a build in working capital.

Investing activities. The Company's main investing activities are capital expenditures and proceeds from the sale of ~~$93.3~~property, plant, and equipment. Capital expenditures have increased year-over-year to $42.8 million for the first six months of 2022 compared to $13.3 million in the first ~~nine~~six months of ~~2017 was primarily due to an increase in inventory of $117.5 million~~2021 as the ~~value of inventory and~~capital expenditure budget for 2022 was increased to partially utilize the ~~tons in inventory both increased as economic conditions in the metals market improved in the first nine months of 2017, an increase in accounts receivable of $91.5 million resulting~~proceeds from higher sales levels in the third quarter of 2017 compared to year-end 2016, and pension contributions of $16.5 million. Partially offsetting the cash outflows were an increase in accounts payable of $66.3 million resulting from a higher level of material purchases at the endtwo of the ~~first nine months of 2017 compared~~2021 sale-leaseback transactions to ~~year-end 2016, non-cash depreciation~~modernize operations and ~~amortization expense of $34.1 million and an increase~~to invest in ~~accrued liabilities of $22.6 million.~~ ~~Net cash used~~two new facilities in ~~operating activities of $22.9 million in the first nine months of 2016 was primarily due to~~ an increase in inventory of $67.3 million, an increase in accounts receivable of $54.9 million resulting from higher sales levels in the first nine months of 2016 compared to year-end 2015 and pension contributions of $21.0 million. Offsetting the cash outflows was an increase in accounts payable of $38.2 million due to a higher level of material purchases at the end of the third quarter of 2016 compared to year-end 2015, non-cash depreciation and amortization expense of $31.8 million, net income of $27.3 million and an increase in accrued liabilities of $17.9 million.

~~Investing activities.~~ ~~During the first nine months of 2017 we paid $49.2 million, net of cash acquired, to acquire all of the issued and outstanding capital stock of~~ ~~The Laserflex Corporation and Guy Metals, Inc.~~ ~~Capital expenditures during the first nine months of 2017~~ ~~totaled $15.8 million compared to $19.7 million in the first nine months of 2016.~~ 2022. The Company sold property, plant, and equipment and assets held for sale generating cash proceeds of ~~$3.7~~$7.2 million and ~~$3.2~~$165.9 million during the first ~~nine~~six months of ~~2017~~2022 and ~~2016,~~2021, respectively.

~~Financing activities.~~ ~~Net cash provided by financing activities in the first ninemonths of 2017 was $144.0 million compared to $47.0~~ The Company paid $5.8 million in the first ~~nine~~six months of ~~2016. Net~~2022 to acquire Apogee Steel Fabrication Incorporated and Ford Tool Steels, Inc. See Note 7: Acquisitions within Part I, Item I of this report, for further discussion of the acquisitions.

Financing activities. The Company's main source of liquidity to fund working capital requirements is borrowings on the Ryerson Credit Facility. In the first six months of 2022, we repurchased and retired $250.0 million principal of our 2028 Notes, which was partially offset by an increase of $152.5 million in Credit Facility borrowings. Book overdrafts fluctuate based on the timing of payments. In the first six months of 2022, we repurchased $48.2 million of our common stock. The Company started paying quarterly cash ~~provided by financing activities~~dividends in the third quarter of 2021 and $8.5 million was paid to shareholders in the first ~~nine~~six months of ~~2017 was primarily related~~2022.

As market conditions warrant and subject to ~~an increase~~our contractual restrictions, liquidity position, and other factors, we may from time to time seek to refinance, repurchase, or retire any outstanding debt through cash purchases and/or exchanges for other debt or equity securities in ~~credit facility borrowings of $73.4 million, an increase~~open market transactions, privately negotiated transactions, by tender offer, or otherwise. Any such cash repurchases by us may be funded by cash on hand or by incurring additional debt. The amounts involved in ~~book overdrafts of $60.3 million and proceeds of $22.4 million from sale leaseback transactions. Net cash used in financing activities~~any such transactions, individually or in the ~~first nine months of 2016 was related to the issuance of the 2022 Notes with~~aggregate, may be material. Furthermore, any such repurchases or exchanges may result in our acquiring and retiring a ~~principal~~substantial amount of ~~$650.0~~such indebtedness, which would impact the trading liquidity of such indebtedness.

Off-Balance Sheet Arrangements. In the normal course of business with customers, vendors, and others, we have entered into off-balance sheet arrangements, such as letters of credit, which totaled $18 million ~~net proceeds~~as of ~~$71.5 million from the issuance~~June 30, 2022. We do not have any other material off-balance sheet financing arrangements. Our off-balance sheet arrangements are not likely to have a material effect on our current or future financial condition, results of common stock and an increase in book overdrafts of $20.1 million, offset by the early redemption of $569.9 million principal amount of the 2017 Notes and $121.9 million principal amount of the 2018 Notes. operations, liquidity, or capital resources.

Capital Resources

We believe that cash flow from operations and proceeds from the Ryerson Credit Facility will provide sufficient funds to meet our contractual obligations and operating requirements in the normal course of business.

~~As a result of the acquisitions and net cash used in operating activities in the first nine months of 2017, total~~Total debt in the Condensed Consolidated Balance ~~Sheets in the first nine months of 2017 increased~~Sheet decreased to $~~1,041.6~~ $533.5 million at ~~September~~June 30, ~~2017~~2022 from $~~963.5~~ $639.3 million at December 31, ~~2016.~~2021, mainly due to cash generated from operating activities in the first six months of 2022.

Total debt outstanding as of ~~September~~June 30, ~~2017~~2022 consisted of the following amounts: $~~385.1~~$468.5 million ~~borrowing~~borrowings under the Ryerson Credit Facility, ~~$650.0~~$50.0 million under the ~~2022~~2028 Notes, ~~$19.5~~$17.3 million of foreign debt, and ~~$1.7~~$5.2 million of other debt, less ~~$14.7~~$7.5 million of unamortized debt issuance costs. ~~Discussion of each of these borrowings follows.~~

~~Ryerson Credit Facility~~

O~~n November 16, 2016, Ryerson entered into an amendment with respect~~For further information, see Note 8: Long Term Debt in Part I, Item I - Notes to its $1.0 billion revolving credit facility (as amended, the “Ryerson Credit Facility”), to reduce the total facility size from $1.0 billion (the “Old Credit Facility”) to $750 million, reduce the interest rate on outstanding borrowings by 25 basis points, reduce commitment fees on amounts not borrowed by 2.5 basis points, and to extend the maturity date to November 16, 2021.

~~At September 30, 2017, Ryerson had $385.1 million of outstanding borrowings, $15 million of letters of credit issued and $291 million available under~~ the Ryerson Credit Facility compared to $312.0 million of outstanding borrowings, $16 million of letters of credit issued and $225 million available at December 31, 2016. Total credit availability is limited by the amount of eligible accounts receivable, inventory, and qualified cash pledged as collateral under the agreement insofar as Ryerson is subject to a borrowing base comprised of the aggregate of these three amounts, less applicable reserves. Eligible accounts receivable, at any date of determination, is comprised of the aggregate value of all accounts directly created by a borrower (and in the case of Canadian accounts, a Canadian guarantor) in the ordinary course of business arising out of the sale of goods or the rendering of services, each of which has been invoiced, with such receivables adjusted to exclude various ineligible accounts, including, among other things, those to which a borrower (or guarantor, as applicable) does not have sole and absolute title and accounts arising out of a sale to an employee, officer, director, or affiliate of a borrower (or guarantor, as applicable). Eligible inventory, at any date of determination, is comprised of the net orderly liquidation value of all inventory owned by a borrower (and in the case of Canadian accounts, a Canadian guarantor). Qualified cash consists of cash in an eligible deposit account that is subject to customary restrictions and liens in favor of the lenders.

We attempt to minimize interest rate risk exposure through the utilization of interest rate swaps, which are derivative financial instruments. During March 2017, we entered into an interest rate swap to fix interest on $150 million of our floating rate debt under the Ryerson Credit Facility at a rate of 1.658% through March 2020. The swap has reset dates and critical terms that match our existing debt and the anticipated critical terms of future debt. The weighted average interest rate on the outstanding borrowings under the Ryerson Credit Facility including the interest rate swap ~~was 2.7 percent and 2.2 percent at September 30, 2017 and December 31, 2016, respectively.~~

~~Borrowings under the~~ ~~Ryerson~~ ~~Credit Facility are secured by first-priority liens on all of the inventory, accounts receivables, lockbox accounts and related assets of the borrowers and the guarantors.~~

~~The~~ ~~Ryerson~~ Credit Facility also contains covenants that, among other things, restrict Ryerson Holding and its restricted subsidiaries with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The ~~Ryerson~~ ~~Credit Facility also requires that, if availability under the~~ ~~Ryerson~~ Credit Facility declines to a certain level, Ryerson maintain a minimum fixed charge coverage ratio as of the end of each fiscal quarter, and includes defaults upon (among other things) the occurrence of a change of control of Ryerson and a cross-default to other financing arrangements.

~~The~~ ~~Ryerson~~ Credit Facility contains events of default with respect to, among other things, default in the payment of principal when due or the payment of interest, fees and other amounts due thereunder after a specified grace period, material misrepresentations, failure to perform certain specified covenants, certain bankruptcy events, the invalidity of certain security agreements or guarantees, material judgments and the occurrence of a change of control of Ryerson. If such an event of default occurs, the lenders under the ~~Ryerson~~ ~~Credit Facility will be entitled to various remedies, including acceleration of amounts outstanding under the~~ ~~Ryerson~~ ~~Credit Facility and all other actions permitted to be taken by secured creditors.~~

~~The lenders under the~~ ~~Ryerson~~ Credit Facility may reject a borrowing request if any event, circumstance or development has occurred that has had or could reasonably be expected to have a material adverse effect on the Company. If Ryerson Holding, JT Ryerson, any of the other borrowers or any restricted subsidiaries of JT Ryerson becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the ~~Ryerson~~ ~~Credit Facility will become immediately due and payable.~~

~~Net proceeds of short-term borrowings that are reflected in the Consolidated Statements of Cash Flows represent borrowings under the~~ ~~Ryerson~~ ~~Credit Facility with original maturities less than three months.~~

~~2022 Notes~~

On May 24, 2016, JT Ryerson issued $650 million in aggregate principal amount of the 2022 Notes (the “2022 Notes”). The 2022 Notes bear interest at a rate of 11.00% per annum. The 2022 Notes are fully and unconditionally guaranteed on a senior secured

~~basis by all of our existing and future domestic subsidiaries that are co-borrowers or that have guarantee obligations under the Ryerson Credit Facility.~~

The 2022 Notes and the related guarantees are secured by a first-priority security interest in substantially all of JT Ryerson’s and each guarantor’s present and future assets located in the United States (other than receivables, inventory, cash, deposit accounts and related general intangibles, certain other assets and proceeds thereof), subject to certain exceptions and customary permitted liens. The 2022 Notes and the related guarantees are also secured on a second-priority basis by a lien on the assets that secure JT Ryerson’s and the Company’s obligations under the Ryerson Credit Facility.

The 2022 Notes will be redeemable, in whole or in part, at any time on or after May 15, 2019 at certain redemption prices. The redemption price for the 2022 Notes if redeemed during the twelve months beginning (i) May 15, 2019 is 105.50%, (ii) May 15, 2020 is 102.75%, and (iii) May 15, 2021 and thereafter is 100.00%. JT Ryerson may redeem some or all of the 2022 Notes before May 15, 2019 at a redemption price of 100.00% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium. In addition, JT Ryerson may redeem up to 35% of the 2022 Notes before May 15, 2019 with respect to the 2022 Notes with the net cash proceeds from certain equity offerings at a price equal to 111.00%, with respect to the 2022 Notes, of the principal amount thereof, plus any accrued and unpaid interest, if any. JT Ryerson may be required to make an offer to purchase the 2022 Notes upon the sale of assets or upon a change of control.

The 2022 Notes contain customary covenants that, among other things, limit, subject to certain exceptions, our ability, and the ability of our restricted subsidiaries, to incur additional indebtedness, pay dividends on our capital stock or repurchase our capital stock, make investments, sell assets, engage in acquisitions, mergers or consolidations or create liens or use assets as security in other transactions. Subject to certain exceptions, JT Ryerson may only pay dividends to Ryerson Holding to the extent of 50% of future net income, once prior losses are offset.

The Company applied the provisions of ASC 470-50, “Modifications and Extinguishments” in accounting for the issuance of the 2022 Notes, redemption of the 2017 Notes and partial repurchase of the 2018 Notes. The evaluation of the accounting under ASC 470-50 was performed on a creditor by creditor basis in order to determine if the terms of the debt were substantially different and, as a result, whether to apply modification or extinguishment accounting. For the lenders where it was determined that the terms of the debt were not substantially different, modification accounting was applied. For the remaining lenders, extinguishment accounting was applied. In connection with this debt modification and extinguishment, the Company recorded a $16.0 million loss within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income during 2016, primarily attributed to the costs incurred with third parties for arrangement fees, legal and other services related to the modified debt, as well as redemption fees paid to the creditors and unamortized debt issuance costs written off related to the extinguished debt. Additionally, the costs incurred with third parties for arrangement fees, legal and other services related to the extinguished debt and redemption fees paid to the creditors related to the modified debt were capitalized and are being amortized over the life of the modified debt using the effective interest method.Financial Statements.

~~Foreign Debt~~

At September 30, 2017, Ryerson China’s foreign borrowings were $19.5 million, which were owed to banks in Asia at a weighted average interest rate of 3.9% per annum and secured by inventory and property, plant and equipment. At December 31, ~~2016, Ryerson China’s foreign borrowings~~ ~~were $19.2 million, which were owed to banks in Asia at a weighted average interest~~ ~~rate of 4.4%~~ ~~per annum and secured by inventory and property, plant and equipment.~~

Availability under the foreign credit lines was $26 million at September 30, 2017 and December 31, 2016. Letters of credit issued by our foreign subsidiaries were $6 million at September 30, 2017 and December 31, 2016.

~~Pension Funding~~

~~At December 31, 2016,~~2021, pension liabilities exceeded plan assets by ~~$216~~$95.8 million. WeThrough the six months ended June 30, 2022, we have made $4.6 million in pension contributions and we anticipate ~~that we will have a total~~an additional minimum required pension contribution of approximately ~~$21~~$2.0 million in ~~2017~~the remaining six months of 2022 under the Employee Retirement Income Security Act of 1974 (“ERISA”) and Pension Protection Act in the ~~U.S~~U.S. and ~~the~~ Ontario Pension Benefits Act in Canada. ~~Through~~The expected future contributions reflect recent pension funding relief measures under the ~~nine months ended September 30, 2017, we have made $16 million~~American Rescue Plan Act (“ARPA”) passed in ~~pension contributions, and anticipate an additional $5 million of contributions in the remaining three months of 2017.~~March 2021. Future contribution requirements depend on the investment returns on plan assets, the impact of discount rates on pension liabilities, and changes in regulatory requirements. We are unable to determine the amount or timing of any such contributions required by ERISA or whether any such contributions would have a material adverse effect on our financial position or cash flows. We

Changes in returns on plan assets may affect our plan funding, cash flows, and financial condition. Differences between actual plan asset returns and the expected long-term rate of return on plan assets impact the measurement of the following year’s pension expense and pension funding requirements. However, we believe that cash flow from operations and the Ryerson Credit Facility described above will provide sufficient funds to make the minimum required ~~contribution~~contributions.

Material Cash Requirements

The Company expects to make approximately $541.0 million in ~~2017.~~principal payments to satisfy its debt obligations, consisting of $50.0 million of the 2028 Notes which were redeemed on July 23, 2022, $17.3 million of foreign debt coming due within a year, $5.2 million of other debt coming due through 2025, and $468.5 million for the Ryerson Credit Facility coming due in 2027. Please refer to Part I, Item I - Notes to the Condensed Consolidated Financial Statements, Note 8: Long Term Debt for further information, and Note 18: Subsequent Events.

~~Off-Balance Sheet Arrangements~~The Company expects to pay approximately $25 million of interest on the 2028 Notes, Ryerson Credit Facility, foreign debt, and other debt over the next 12 months and $102 million thereafter. Interest payments related to the variable rate debt were estimated using the weighted average interest rate for the respective debt instrument, including the effect of the interest rate swaps.

InThe Company leases various assets including real estate, trucks, trailers, mobile equipment, processing equipment, and IT equipment. We have noncancelable operating leases expiring at various times through 2042, and finance leases expiring at various times through 2028. The total amount of future lease payments is estimated to be $257 million, with $36 million over the ~~normal course~~next 12 months. Including leases signed but not yet commenced as of ~~business~~June 30, 2022, total future lease payments is estimated to be $449 million.

Purchase obligations with ~~customers, vendors and others, we have~~suppliers are entered into ~~off-balance sheet arrangements, such as letters~~when we receive firm sales commitments with certain of ~~credit, which totaled $21~~our customers. As of June 30, 2022, we had outstanding purchase obligations of approximately $31.4 million as of September 30, 2017. Additionally, other than normal course long-term operating leases included in the following Contractual Obligations table, we do not have any material off-balance sheet financing arrangements. None of these off-balance sheet arrangements are likely to haveexpiring within a ~~material effect on our current or future financial condition, results of operations, liquidity or capital resources.~~year.

~~Contractual Obligations~~

~~The following table presents contractual obligations at September 30, 2017:~~

Payments Due by Period

Contractual Obligations ⁽¹⁾

Total

Less than
1 year

1 – 3
years

4 – 5
years

After 5
years

(In millions)

2022 Notes

650

—

—

650

—

Ryerson Credit Facility

385

—

—

385

—

Foreign Debt

20

20

—

—

—

Other Debt

1

1

—

—

—

Interest on 2022 Notes, Foreign Debt, Other Debt and Ryerson Credit Facility ⁽²⁾

391

82

164

145

—

Purchase Obligations ⁽³⁾

27

27

—

—

—

Operating Leases

83

21

30

19

13

Pension Withdrawal Liability

1

—

—

—

1

Capital Lease Obligations

31

10

15

6

—

Total

$
1,589

$
161

$
209

$
1,205

$
14

~~(1)~~

The contractual obligations disclosed above do not include the Company’s potential future pension funding obligations (see discussion under “Pension Funding” caption). Due to uncertainty regarding the completion of tax audits and possible outcomes, we do not know when our obligations related to unrecognized tax benefits will occur, if at all.

~~(2)~~

~~Interest payments related to the variable rate debt were estimated using the weighted average interest rate for the Ryerson Credit Facility, including the effect of the interest rate swap.~~

~~(3)~~

~~The purchase obligations with suppliers are entered into when we receive firm sales commitments with certain of our customers.~~

Income Taxes

We maintain a valuation allowance on certain foreign and U.S. federal ~~and state~~ deferred tax assets until such time as in management’s judgment, considering all available positive and negative evidence, and consistent with its past determinations, we determine that these deferred tax assets are more likely than not realizable.

We anticipate that certain statutes of limitation will close within the next twelve months resulting in the reduction of the reserve for uncertain tax benefits related to various intercompany transactions, with a corresponding income tax benefit of approximately $1.1 million.

Recent legislative proposals in the U.S. would repeal the use of the last-in-first-out method of accounting (“LIFO method”) for inventory for U.S. tax purposes. If legislation repealing the use of the LIFO method for tax purposes becomes law, we would expect an increase in the cash taxes we will need to pay over a 10-year period.

~~Item 3.~~

~~Quantitative and Qualitative Disclosures About Market Risk~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our primary areas of market risk include changes in interest rates, foreign currency exchange rates, and commodity prices.We continually monitor these risks and develop strategies to manage them.

Interest rate risk

~~We are exposed to market risk related to our fixed-rate and variable-rate long-term debt.~~ Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. We are exposed to market risk related to our fixed-rate and variable-rate long-term debt. Changes in interest rates may affect the market value of our fixed-rate debt. The estimated fair value of our long-term debt and the current portions thereof using quoted market prices ~~our~~of Company debt securities recently traded and market-based prices of similar securities for those securities not recently traded was ~~$1,121~~$535.0 million at ~~September~~June 30, ~~2017~~2022 and ~~$1,034~~$666.8 million at December 31, ~~2016~~2021 as compared with the carrying value of ~~$1,042~~$533.5 million and ~~$964~~$639.3 million at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, respectively. We manage interest rate risk in our capital structure by holding a combination of variable and fixed-rate debt.

AWe use interest rate swaps to manage our exposure to interest rate changes. As of June 30, 2022, we have one receive variable, pay fixed, interest rate swap to manage the exposure to variable interest rates of the Ryerson Credit Facility. In November 2019, we entered into a forward agreement for $100 million of “pay fixed” interest at 1.539% through November 2022.

Effective November 1, 2020, the Company de-designated its interest rate swaps as cash flow hedges and terminated its hedge accounting treatment. Prior to de-designation, the Company would mark these interest rate swaps to market with all changes in fair value recorded in accumulated other comprehensive income. Subsequent to de-designation, changes in fair value are recorded in current earnings. The fair value of the interest rate swap as of June 30, 2022 was a net asset of $0.3 million. The Company recognized a gain of $1.7 million related to mark-to-market changes and interest expense of $0.9 million in current earnings for the six months ended June 30, 2022. After de-designation, the amounts reclassified from other comprehensive income relate to prior gains and losses that are being amortized into income as the forecasted interest payments affect earnings. The amount reclassified from other comprehensive income for the six months ended June 30, 2022 into earnings was a loss of $1.4 million.

After considering the effects of our interest rate swaps, approximately 20% of our debt was at fixed interest rates as of June 30, 2022. Considering the impact of interest rate swaps, a hypothetical 1% increase in interest rates on variable ~~rate~~ debt would have increased interest expense for the first ~~nine~~six months of ~~2017~~2022 by approximately ~~$1.9~~$1.8 million.

Foreign exchange rate risk

We are subject to ~~exposure from fluctuations~~foreign currency risks primarily through our operations in ~~foreign currencies. We~~Canada, Mexico, and China and we use foreign currency exchange contracts to ~~hedge~~reduce our ~~Canadian subsidiaries’ variability in cash flows from the forecasted payment of currencies other than the functional currency. The Canadian subsidiaries’ foreign~~exposure to currency price fluctuations. Foreign currency contracts ~~were~~are principally used to purchase U.S. dollars. We had foreign currency contracts with a U.S. dollar notional amount of ~~$2.1~~$3.0 million outstanding at ~~September~~June 30, ~~2017~~2022 and a ~~liability~~ value of ~~$0.1 million.~~zero. We do not currently account for these contracts as hedges but rather mark these contracts to market with a corresponding offset to current earnings. For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022, the Company recognized azero gain or loss ~~of $0.1 million~~ associated with its foreign currency contracts. A hypothetical strengthening or weakening of 10% in the foreign exchange rates underlying the foreign currency contracts from the market rate as of ~~September~~June 30, ~~2017~~2022 would increase or decrease the fair value of the foreign currency contracts by ~~$0.2~~$0.3 million.

The currency effects of translating the financial statements of our foreign subsidiaries are included in accumulated other comprehensive loss and will not be recognized in the ~~statement~~Condensed Consolidated Statements of ~~operations~~Comprehensive Income until there is a liquidation or sale of those foreign subsidiaries.

Commodity price risk

In general, we purchase metals in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, customer contracts, and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders.

Metal prices can fluctuate significantly due to several factors including changes in foreign and domestic production capacity, raw material availability, metals consumption, and foreign currency rates. ~~Declining metal prices could reduce our revenues, gross profit and net income. From time~~Derivative financial instruments are used to ~~time, we may enter into fixed price sales contracts with our customers for certain~~manage a limited portion of our ~~inventory~~ ~~components. We may enter into metal commodity futures and options contracts~~exposure to ~~reduce volatility~~fluctuations in the ~~price~~cost of ~~these metals.~~certain commodities. No derivatives are held for trading purposes.

As of ~~September~~June 30, ~~2017~~,2022, we had ~~517 tons of nickel swap contracts and 8,503~~123,158 tons of hot roll coil ~~swaps~~swap contracts with a net ~~asset~~liability value of ~~$0.1~~$3.0 million, ~~and $0.5 million, respectively. As of September 30, 2017, we had 3,402~~9,354 tons ~~of zinc swap contracts and~~ ~~15,717 tons~~ of aluminum swap contracts with a net liability value of ~~$0.7~~$5.9 million, 550 tons of nickel swap contracts with a net asset value of $1.3 million, and ~~zero, respectively.~~490,000 gallons of diesel fuel contracts with a net asset value of $0.8 million. We do not currently account for these swaps as hedges, but rather mark these contracts to market with a corresponding offset to current earnings. For the ~~nine~~six months ended ~~September~~June 30, ~~2017, we~~2022, the Company recognized a gain of $2.6 million associated with ~~our metal~~its commodity derivatives.

A hypothetical strengthening or weakening of 10% in the commodity prices underlying the commodity derivative contracts from the market rate as of ~~September~~June 30, ~~2017~~2022 would ~~decrease~~increase or ~~increase~~decrease the fair value of commodity derivative contracts by ~~$0.8 million~~.$2.1 million.

~~Item 4.~~

~~Controls and Procedures~~

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~September~~June 30, ~~2017.~~2022.

Changes in Internal Controls Over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s controls over financial reporting during the quarter ended ~~September~~June 30, ~~2017.~~2022.

PART II. OTHER INFORMATION

~~Item 1.~~

~~Legal Proceedings~~

~~In October 2011,~~Item 1. Legal Proceedings

For information concerning legal proceedings as of June 30, 2022, please refer to Note 10: Commitments and Contingencies in the ~~United States Environmental Protection Agency (the “EPA”) named us as one of more than 100 businesses that may be a potentially responsible party for~~notes to the Portland Harbor Superfund Site (“Portland Harbor”). On January 6, 2017, the EPA issued its Record of Decision (“ROD”) regarding the site. The ROD includes a combination of dredging, capping and enhanced natural recovery that would take approximately thirteen years to construct plus additional time for monitored natural recovery, at an estimated present value cost of $1.05 billion. The EPA has not yet allocated responsibility for the contamination among the potentially responsible parties, including JT Ryerson. We do not currently have sufficient information available to us to determine whether the ROD will be executed as currently stated, whether and to what extent JT Ryerson may be held responsible for any of the identified contamination, and how much (if any) of the final plan’s costs might ultimately be allocated to JT Ryerson and therefore, management cannot predict the ultimate outcomeunaudited condensed consolidated financial statements included in Part I, Item 1 of this ~~matter or estimate a range of potential loss at~~Report on Form 10-Q, which is incorporated into this ~~time.~~item by reference.

There are various other claims and pending actions against the Company. The amount of liability, if any, for those other claims and actions at September 30, 2017 is not determinable but, in the opinion of management, such liability, if any, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. We maintain liability insurance coverage to assist in protecting our assets from losses arising from or related to activities associated with business operations.

~~Item 1A.~~

~~Risk Factors~~

Item 1A. Risk Factors

Except for the risk factor below, there have been no material changes relating to this Item from those set forth in Item 1A on the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2021.

~~The right to receive payment on~~Our stock price has fluctuated in the ~~2022 Notes~~past, has recently been volatile, and may be volatile in the ~~guarantees will~~future, and as a result, investors in our common stock could incur substantial losses.

Our stock price has fluctuated in the past, has recently been volatile, and may be ~~subordinated to~~volatile in the ~~liabilities of non-guarantor subsidiaries.~~

~~The notes~~future. We may incur rapid and ~~related guarantees are structurally subordinated to all indebtedness of~~substantial decreases in our ~~subsidiaries~~stock price in the foreseeable future that are ~~not guarantors~~unrelated to our operating performance or prospects.

As a result of this volatility, investors may experience losses on their investment in our common stock. The market price for our common stock may be influenced by many factors, including the ~~2022 Senior Secured Notes (the “2022 Notes”). While~~ following:

•

investor reaction to our business strategy;

•

the ~~indenture governing the 2022 Notes limits the indebtedness and activities~~success of these non-guarantor subsidiaries, holders of indebtedness of, and trade creditors of, non-guarantor subsidiaries, including lenders under bank financing agreements, are entitled to payments of their claims from the assets of such subsidiaries before those assets are made available for distribution to competitive products or technologies;

•

any ~~guarantor, as direct or indirect shareholder. While the non-guarantor subsidiaries have agreed under the indenture not to pledge or encumber their assets (other than~~developments with respect to ~~permitted liens) without equally~~our pursuit of strategic alternatives, including a potential sale or merger of the Company, sale of part of the Company, strategic minority investment, or licensing and ~~ratably securing~~other transactions;

•

changes in regulatory or industry standards applicable to our products;

•

variations in our financial and operating results or those of companies that are perceived to be similar to us;

•

developments concerning our collaborations or partners;

•

developments or disputes with any third parties that supply, manufacture, sell, or market any of our products;

•

actual or perceived defects in any of our products, if commercialized, and any related product liability claims;

•

our ability or inability to raise additional capital and the ~~notes, they~~terms on which we raise it;

•

declines in the market prices of stocks generally;

•

trading volume of our common stock;

•

sales of our common stock by us or our stockholders;

•

general economic, industry, and market conditions; and

•

other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism, and other international conflicts, public health issues including health epidemics or pandemics, and natural disasters such as fire, hurricanes, earthquakes, tornados, or other adverse weather and climate conditions, whether occurring in the United States or elsewhere, could disrupt our operations, disrupt the operations of our suppliers, or result in political or economic instability.

Since the stock price of our common stock has fluctuated in the past, has been recently volatile, and may be volatile in the future, investors in our common stock could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management's attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects. There can be no guarantee that our stock price will remain at current levels or that future sales of our common stock will not ~~guarantee~~be at prices lower than those sold to investors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We repurchase shares of our common stock from time to time pursuant to our publicly announced share repurchase program. All of our share repurchases during the second quarter of 2022 ~~Notes notwithstanding any such pledge or encumbrance~~were made in ~~favor~~a privately negotiated transaction with affiliates of Platinum Equity, LLC. We purchased the following equity securities registered by us pursuant to Section 12 of the ~~2022 Notes.~~Exchange Act.

~~The non-guarantor subsidiaries represented, respectively, 11.8% and 5.2%~~


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Dollar Value of Shares that May Yet be Purchased under the Program (1)
	(In millions, except shares and per share data)
April 1, 2022 - April 30, 2022		—	$	—		—	$	47.7
May 1, 2022 - May 31, 2022		1,613,022		29.56		1,613,022		—
June 1, 2022 - June 30, 2022		—		—		—		—
		1,613,022				1,613,022

(1) On August 4, 2021, the Board of ~~our net sales and EBITDA for~~Directors authorized a stock repurchase program that permitted the ~~nine months ended September 30, 2017. In addition, these non-guarantor subsidiaries represented respectively, 14.7% and 9.1%~~purchase of ~~our assets and liabilities, as of September 30, 2017.~~

~~Accordingly, in the event that any~~up to $50 million of the ~~non-guarantor subsidiaries or joint venture entities become insolvent, liquidates or otherwise reorganizes:~~

Company’s outstanding shares of common stock. This program was exhausted during the ~~creditors~~second quarter of 2022. On August 3, 2022, the Board of Directors authorized a new $75 million share repurchase program after the exhaustion of the ~~guarantors (including~~previous share repurchase program. We repurchase shares through open market purchases, privately negotiated transactions, and transactions structured through investment banking institutions under plans relying on Rule 10b5-1 or Rule 10b-18 promulgated under the ~~holders~~Securities Exchange Act of 1934, as amended. Repurchased shares are reverted to the ~~2022 Notes) will have no right to proceed against such subsidiary’s assets; and~~

~~the creditors~~status of such non-guarantor subsidiary, including trade creditors, will generally be entitled to payment in full from the sale or other disposal of assets of such subsidiary, as direct or indirect shareholder, and will be entitled to receive any distributions from such subsidiary.Treasury Stock.

Items 2, 3, 4, and 5 are not ~~applicable~~applicable and have been omitted.

Item 6. Exhibits

~~Item 6.~~

~~Exhibits~~


Exhibit ~~No.~~	~~Description~~		Incorporated by Reference			Filed
~~31.1~~Number		Exhibit Description	Form	File No.	Filing Date		Herewith
10.1		Amendment No. 5, dated as of June 29, 2022 to Credit Agreement dated as of July 24, 2015, among Ryerson Holding Corporation, Joseph T. Ryerson & Son, Inc., Ryerson Canada, Inc., and each of the other borrowers and guarantors, the lenders party thereto, and Bank of America, N.A., as the administrative agent and collateral agent.	8K	001-34735	June 29, 2022

31.1		Certificate of the Principal Executive Officer of the Company, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X

31.2		Certificate of the Principal Financial Officer of the Company, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X

32.1*		Written Statement of Edward J. Lehner, President and Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X

32.2*		Written Statement of ~~Erich S. Schnaufer,~~James J. Claussen, Executive Vice President and Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.					X

101.SCH		Inline XBRL Taxonomy Extension Schema ~~Document~~Document.					X

~~101.DEF~~101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.					X

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document.					X

~~101.CAL~~101.LAB		Inline XBRL Taxonomy ~~Calculation~~Extension Label Linkbase ~~Document~~Document.					X

~~101.LAB~~101.PRE		Inline XBRL Taxonomy ~~Label~~Extension Presentation Linkbase ~~Document~~Document.					X

~~101.PRE~~104		Cover Page Interactive Data File (embedded within the Inline XBRL ~~Taxonomy Presentation Linkbase Document~~document)

*In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished herewith and not filed.

SIGNATURE

~~SIGNATURE~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		RYERSON HOLDING CORPORATION

~~By:~~		By:	/s/ ~~Erich S. Schnaufer~~James J. Claussen
	~~Erich S. Schnaufer~~		James J. Claussen
			Executive Vice President and Chief Financial Officer ~~(duly~~ (duly authorized signatory and principal financial officer of the registrant)

Date: ~~November 7, 2017~~August 3, 2022

3437


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value, 100,000,000 shares authorized	RYI	New York Stock Exchange


			PAGE NO.
Part I. Financial Information:

	Item 1.	Financial Statements:

		Condensed Consolidated Statements of Comprehensive Income (Unaudited)—Three and ~~Nine~~Six Months ~~ended September~~Ended June 30, ~~2017~~2022 and ~~2016~~2021	3

		Condensed Consolidated Statements of Cash Flows (Unaudited)—~~Nine~~Six Months ~~ended September~~Ended June 30, ~~2017~~2022 and ~~2016~~2021	4

		Condensed Consolidated Balance Sheets—~~September~~June 30, ~~2017~~2022 (Unaudited) and December 31, ~~2016~~2021	5

		Notes to Condensed Consolidated Financial Statements (Unaudited)	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2122

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3132

	Item 4.	Controls and Procedures	3133

Part II. Other Information:

	Item 1.	Legal Proceedings	3234

	Item 1A.	Risk Factors	3234

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3335

	Item 3.	Defaults Upon Senior Securities	3335

	Item 4.	Mine Safety Disclosures	3335

	Item 5.	Other Information	3335

	Item 6.	Exhibits	3336

Signature			3437


	September 30,			December 31,			June 30,			December 31,
	2017			2016			2022			2021
	(unaudited)						(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	73.6		$	80.7		$	41.4		$	51.2
Restricted cash		1.3			1.0			1.2			1.2
Receivables less provision for allowances, claims and doubtful accounts of $5.6 in 2017 and $4.6 in 2016		425.4			326.0
Receivables less provisions of $3.0 at June 30, 2022 and $2.2 at December 31, 2021								756.5			630.8
Inventories		691.7			563.4			1,012.3			832.1
Prepaid expenses and other current assets		30.7			26.7			86.8			77.7
Total current assets		1,222.7			997.8			1,898.2			1,593.0
Property, plant, and equipment, at cost		727.6			668.7			828.7			792.8
Less: Accumulated depreciation		309.7			280.5			421.7			404.5
Property, plant and equipment, net		417.9			388.2
Deferred income taxes		8.6			24.4
Property, plant, and equipment, net								407.0			388.3
Operating lease assets								203.9			211.1
Other intangible assets		48.5			40.8			39.5			42.2
Goodwill		115.3			103.2			124.5			124.1
Deferred charges and other assets		4.3			4.3			9.8			6.9
Total assets	$	1,817.3		$	1,558.7		$	2,682.9		$	2,365.6
Liabilities
Current liabilities:
Accounts payable	$	362.5		$	230.4		$	656.3		$	481.2
Salaries, wages and commissions		38.0			36.8
Salaries, wages, and commissions								57.8			76.6
Other accrued liabilities		62.0			37.7			116.4			133.4
Short-term debt		20.2			19.2			19.2			28.8
Current portion of operating lease liabilities								26.0			24.9
Current portion of deferred employee benefits		8.3			8.3			6.1			6.1
Total current liabilities		491.0			332.4			881.8			751.0
Long-term debt		1,021.4			944.3			514.3			610.5
Deferred employee benefits		261.1			298.8			156.3			163.3
Noncurrent operating lease liabilities								174.4			184.8
Deferred income taxes								89.3			94.1
Other noncurrent liabilities		58.2			32.5			16.3			17.3
Total liabilities		1,831.7			1,608.0			1,832.4			1,821.0
Commitments and contingencies
Equity
Ryerson Holding Corporation stockholders’ equity (deficit):
Preferred stock, $0.01 par value; 7,000,000 shares authorized and no shares issued at 2017 and 2016		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized; 37,421,081 and 37,345,117 shares issued at 2017 and 2016, respectively		0.4			0.4
Ryerson Holding Corporation stockholders’ equity:
Preferred stock, $0.01 par value; 7,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2022 and December 31, 2021								—			—
Common stock, $0.01 par value; 100,000,000 shares authorized; 39,058,893 and 38,687,094 shares issued at June 30, 2022 and December 31, 2021, respectively								0.4			0.4
Capital in excess of par value		376.9			375.4			392.5			388.6
Accumulated deficit		(95.1	)		(112.2	)
Treasury stock at cost – Common stock of 212,500 shares in 2017 and 2016		(6.6	)		(6.6	)
Retained earnings								673.1			321.7
Treasury stock at cost – Common stock of 2,003,420 and 292,932 shares at June 30, 2022 and December 31, 2021, respectively								(59.3	)		(8.4	)
Accumulated other comprehensive loss		(292.4	)		(307.8	)		(163.7	)		(165.1	)
Total Ryerson Holding Corporation stockholders’ equity (deficit)		(16.8	)		(50.8	)
Total Ryerson Holding Corporation stockholders’ equity								843.0			537.2
Noncontrolling interest		2.4			1.5			7.5			7.4
Total equity (deficit)		(14.4	)		(49.3	)
Total equity								850.5			544.6
Total liabilities and equity	$	1,817.3		$	1,558.7		$	2,682.9		$	2,365.6


Large accelerated filer	☐	Accelerated filer	☒	Emerging growth company	☐

Non-accelerated filer	☐	Smaller reporting company	☐


	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2017			2016			2017			2016			2022			2021			2022			2021
Net sales	$	864.2		$	735.1		$	2,554.1		$	2,177.5		$	1,743.5		$	1,419.0		$	3,492.3		$	2,566.3
Cost of materials sold		719.2			589.7			2,108.1			1,721.5			1,277.6			1,162.0			2,616.3			2,111.4
Gross profit		145.0			145.4			446.0			456.0			465.9			257.0			876.0			454.9
Warehousing, delivery, selling, general and administrative		119.2			109.1			353.2			331.5
Restructuring and other charges		—			2.5			—			2.5
Warehousing, delivery, selling, general, and administrative														182.9			178.3			358.2			350.1
Gain on sale of assets														(3.8	)		(87.4	)		(3.8	)		(107.7	)
Operating profit		25.8			33.8			92.8			122.0			286.8			166.1			521.6			212.5
Other income and (expense), net		(1.4	)		(0.2	)		(2.0	)		(13.2	)		(15.3	)		(0.7	)		(21.0	)		(0.4	)
Interest and other expense on debt		(23.2	)		(23.6	)		(67.8	)		(67.5	)		(8.3	)		(13.6	)		(18.6	)		(27.1	)
Income before income taxes		1.2			10.0			23.0			41.3			263.2			151.8			482.0			185.0
Provision (benefit) for income taxes		(0.7	)		1.6			5.3			14.0
Provision for income taxes														66.8			38.5			121.8			46.1
Net income		1.9			8.4			17.7			27.3			196.4			113.3			360.2			138.9
Less: Net income attributable to noncontrolling interest		0.2			0.2			0.6			—			—			0.4			0.2			0.7
Net income attributable to Ryerson Holding Corporation	$	1.7		$	8.2		$	17.1		$	27.3		$	196.4		$	112.9		$	360.0		$	138.2
Comprehensive income	$	7.8		$	6.9		$	33.4		$	34.7		$	194.8		$	117.3		$	361.5		$	145.3
Less: Comprehensive income attributable to noncontrolling interest		0.2			0.1			0.9			—
Less: Comprehensive income (loss) attributable to noncontrolling interest														(0.1	)		0.5			0.1			0.7
Comprehensive income attributable to Ryerson Holding Corporation	$	7.6		$	6.8		$	32.5		$	34.7		$	194.9		$	116.8		$	361.4		$	144.6
Basic and diluted earnings per share	$	0.05		$	0.23		$	0.46		$	0.82
Basic earnings per share													$	5.20		$	2.94		$	9.45		$	3.61
Diluted earnings per share													$	5.10		$	2.91		$	9.26		$	3.57

Dividends declared per share													$	0.125		$	—		$	0.225		$	—

		Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Derivatives designated as hedging instruments	Location of Gain/(Loss) Recognized in Income	Three Months Ended September 30,					Nine Months Ended September 30,
under ASC 815	on Derivatives	2017			2016		2017			2016
		(In millions)
Interest Rate Swaps	Interest and other expense on debt	$	(0.1	)	$	—	$	(0.5	)	$	—

	At September 30, 2017
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In millions)
Common stock	$	0.2	$	—	$	(0.1	)	$	0.1

	Payments Due by Period
Contractual Obligations ⁽¹⁾	Total		Less than 1 year		1 – 3 years		4 – 5 years		After 5 years
	(In millions)

2022 Notes		650		—		—		650		—
Ryerson Credit Facility		385		—		—		385		—
Foreign Debt		20		20		—		—		—
Other Debt		1		1		—		—		—
Interest on 2022 Notes, Foreign Debt, Other Debt and Ryerson Credit Facility ⁽²⁾		391		82		164		145		—
Purchase Obligations ⁽³⁾		27		27		—		—		—
Operating Leases		83		21		30		19		13
Pension Withdrawal Liability		1		—		—		—		1
Capital Lease Obligations		31		10		15		6		—
Total	$	1,589	$	161	$	209	$	1,205	$	14