Ryerson 10Q 2009 Q2 Quarterly report

Ryerson Inactive 10-Q2009 Q2 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2009

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

For the transition period from to .

Commission File Number 001-09117

RYERSON INC.

(Exact name of registrant as specified in its charter)

DELAWARE

36-3425828

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2621 West 15^th Place

Chicago, Illinois 60608

(Address of principal executive offices)

(773) 762-2121

(Registrant’s telephone number, including area code)

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 x 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. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 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 x

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

As of July 29, 2009 there were 100 shares of Common Stock outstanding.

RYERSON INC. AND SUBSIDIARY COMPANIES

INDEX


			PAGE NO.
Part I. Financial Information:

	Item 1.	Financial Statements (Unaudited):

		Condensed Consolidated Statements of Operations – Three and Six Months Ended June 30, 2009 and 2008	1

		Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2009 and 2008	2

		Condensed Consolidated Balance Sheets – June 30, 2009 and December 31, 2008	3

		Notes to Condensed Consolidated Financial Statements	4

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

	Item 4.	Controls and Procedures	25

Part II. Other Information:

	Item 1.	Legal Proceedings	25

	Item 1A.	Risk Factors	25

	Item 6.	Exhibits	25

Signature			26

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

RYERSON INC. AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Operations (Unaudited)

(In millions)


	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Net sales	$	743.1		$	1,445.7		$	1,547.8		$	2,816.0
Cost of materials sold		657.5			1,270.2			1,336.7			2,446.6

Gross profit		85.6			175.5			211.1			369.4
Warehousing, delivery, selling, general and administrative		118.2			148.1			242.3			299.1
Gain on sale of assets		—			—			(3.3	)		—
Other postretirement benefits curtailment gain		—			—			(1.3	)		—

Operating profit (loss)		(32.6	)		27.4			(26.6	)		70.3
Other income and (expense), net		(4.5	)		0.5			(1.8	)		3.1
Interest and other expense on debt		(18.2	)		(24.2	)		(36.4	)		(55.4	)

Income (loss) before income taxes		(55.3	)		3.7			(64.8	)		18.0
Provision for income taxes		75.2			1.5			72.0			6.6

Net income (loss)		(130.5	)		2.2			(136.8	)		11.4
Less: Net income (loss) attributable to noncontrolling interest		(0.5	)		—			(2.5	)		—

Net income (loss) attributable to Ryerson Inc.	$	(130.0	)	$	2.2		$	(134.3	)	$	11.4

See Notes to Condensed Consolidated Financial Statements.

RYERSON INC. AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)


	Six Months Ended June 30,
	2009			2008
Operating activities:
Net income (loss).	$	(136.8	)	$	11.4

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		17.7			16.5
Deferred income taxes		87.5			(0.6	)
Deferred employee benefit cost		(1.7	)		(3.8	)
Gain on sale of assets		(3.3	)		—
Gain on retirement of debt		(2.7	)		(1.1	)
Other postretirement benefits curtailment gain		(1.3	)		—
Change in operating assets and liabilities:
Receivables		117.2			(144.7	)
Inventories		247.6			(14.9	)
Other assets		1.2			(3.3	)
Accounts payable		40.4			142.1
Accrued liabilities		(25.0	)		(34.3	)
Accrued taxes payable		12.6			2.9
Other items		0.7			(1.3	)

Net adjustments		490.9			(42.5	)

Net cash provided by (used in) operating activities		354.1			(31.1	)

Investing activities:
(Increase) decrease in restricted cash, net		0.2			(1.1	)
Loan to joint venture		—			(0.3	)
Capital expenditures		(13.0	)		(12.6	)
Proceeds from sales of property, plant and equipment		14.7			30.1

Net cash provided by investing activities		1.9			16.1

Financing activities:
Repayment of debt		(3.3	)		(7.4	)
Proceeds from credit facility borrowings		—			905.0
Repayment of credit facility borrowings		—			(810.0	)
Net short-term repayments under credit facility		(398.9	)		(56.9	)
Credit facility issuance costs		—			(0.3	)
Long-term debt issuance costs		—			(0.1	)
Net increase (decrease) in book overdrafts		(27.5	)		33.4
Dividends paid		—			(25.0	)

Net cash provided by (used in) financing activities		(429.7	)		38.7

Net increase (decrease) in cash and cash equivalents		(73.7	)		23.7
Effect of exchange rate changes on cash		2.9			—

Net change in cash and cash equivalents		(70.8	)		23.7
Cash and cash equivalents—beginning of period		108.9			35.2

Cash and cash equivalents—end of period	$	38.1		$	58.9


Supplemental disclosures:
Cash paid (received) during the period for:
Interest	$	34.3		$	54.3
Income taxes, net		(25.5	)		6.4

See Notes to Condensed Consolidated Financial Statements.

RYERSON INC. AND SUBSIDIARY COMPANIES

Condensed Consolidated Balance Sheets (Unaudited)

(In millions, except shares)


	June 30, 2009			December 31, 2008
Assets
Current assets:
Cash and cash equivalents	$	38.1		$	108.9
Restricted cash		6.7			7.0
Receivables less provision for allowances, claims and doubtful accounts of $13.5 and $17.1, respectively		386.2			500.9
Inventories		575.4			820.1
Prepaid expenses and other current assets		89.7			51.4

Total current assets		1,096.1			1,488.3

Investments and advances		—			49.0

Property, plant, and equipment, at cost		594.8			592.9
Less: Accumulated depreciation		53.2			36.6

Property, plant and equipment, net		541.6			556.3

Deferred income taxes		—			59.1
Other intangible assets		13.1			13.9
Goodwill		75.2			76.4
Deferred charges and other assets		26.0			29.5

Total assets	$	1,752.0		$	2,272.5

Liabilities
Current liabilities:
Accounts payable	$	238.6		$	224.9
Salaries, wages and commissions		16.5			32.6
Deferred income taxes		46.5			46.6
Short-term credit facility borrowings		22.2			65.8
Current portion of deferred employee benefits		14.0			14.0
Other accrued liabilities		30.4			37.9

Total current liabilities		368.2			421.8
Long-term debt		603.2			964.5
Deferred employee benefits		487.2			490.7
Taxes and other credits		40.0			12.6

Total liabilities		1,498.6			1,889.6

Commitments and contingencies

Equity
Ryerson Inc. shareholders’ equity:
Common stock, $0.01 par value; 1,000 shares authorized; 100 shares issued at 2009 and 2008		—			—
Capital in excess of par value		491.2			491.2
Accumulated deficit		(134.3	)		—
Accumulated other comprehensive loss		(139.3	)		(147.3	)

Total Ryerson Inc. shareholders’ equity:		217.6			343.9
Noncontrolling interest		35.8			39.0

Total equity		253.4			382.9

Total liabilities and equity	$	1,752.0		$	2,272.5

See Notes to Condensed Consolidated Financial Statements.

RYERSON INC. AND SUBSIDIARY COMPANIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1: FINANCIAL STATEMENTS

Ryerson Inc. (“Ryerson”), a Delaware corporation, is a wholly-owned subsidiary of Rhombus Holding Corporation (“Parent”). Parent is owned substantially by affiliates of Platinum Equity, LLC.

Ryerson conducts materials distribution operations in the United States through its wholly-owned direct subsidiary Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), and its wholly-owned indirect subsidiaries, and in Canada through its indirect wholly-owned subsidiary Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”). Unless the context indicates otherwise, Ryerson, JT Ryerson, and Ryerson Canada, together with their subsidiaries, are collectively referred to herein as “we,” “us,” “our,” or the “Company.”

In addition to our United States and Canada operations, we conduct materials distribution operations in China through VSC-Ryerson China Limited (“VSC-Ryerson”), a company in which we have a 50% direct ownership percentage and indirectly control an additional 30% through affiliates of our Parent, as well as in India through Tata Ryerson Limited, a joint venture with Tata Steel Limited, an integrated steel manufacturer in India (see Note 14 – Subsequent Events).

The following table shows our percentage of sales by major product lines for the three and six months ended June 30, 2009 and 2008, respectively:


	Three Months Ended June 30,				Six Months Ended June 30,
Product Line	2009		2008		2009		2008
Stainless and aluminum	46	%	52	%	45	%	53	%
Carbon flat rolled	28		24		28		24
Bars, tubing and structurals	7		9		8		9
Fabrication and carbon plate	12		10		13		10
Other	7		5		6		4

Total	100	%	100	%	100	%	100	%

Results of operations for any interim period are not necessarily indicative of results of any other periods or for the year. The financial statements as of June 30, 2009 and for the three-month and six-month periods ended June 30, 2009 and June 30, 2008 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 accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2008 and related notes contained in the Registration Statement on Form S-4/A filed on February 24, 2009. Effective January 1, 2009, we adopted Statement of Financial Accounting Standards (SFAS) No. 160,“Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51”(“SFAS 160”). SFAS 160, which was retrospectively applied, requires the Company’s noncontrolling interest to be separately presented as a component of shareholders’ equity on the Condensed Consolidated Balance Sheet and to include the earnings of a consolidated subsidiary in net income within the Condensed Consolidated Statement of Operations.

Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information” (“SFAS 131”), establishes standards for reporting information on operating segments in interim and annual financial statements. During the second quarter of 2009, we reorganized the company such that one operating segment was absorbed by the remaining five operating segments. As such, we had five operating segments based on geographic regions at June 30, 2009. Under the aggregation criteria set forth in SFAS 131, we operate in only one reportable segment known as metal service centers. Our Chief Executive Officer, who is considered to be our chief operating decision maker, reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance.

NOTE 2: INVENTORIES

The Company uses the last-in; first-out (LIFO) method of valuing inventory. Interim LIFO calculations are based on actual inventory levels.

Inventories, at stated LIFO value, were classified as follows:

If current cost had been used to value inventories, such inventories would have been $65 million lower than reported at June 30, 2009 and $102 million higher at December 31, 2008. Approximately 85% and 90% of inventories are accounted for under the LIFO method at June 30, 2009 and December 31, 2008, respectively. Non-LIFO inventories consist primarily of inventory at our foreign facilities accounted for by using the weighted-average cost and the specific cost methods.

NOTE 3: LONG-TERM DEBT

Long-term debt consisted of the following at June 30, 2009 and December 31, 2008:


	June 30, 2009		December 31, 2008
	(In millions)
Secured Credit Facility	$	130.5	$	518.3
12% Senior Secured Notes due 2015		376.2		382.2
Floating Rate Senior Secured Notes due 2014		102.9		102.9
8¹/4% Senior Secured Notes due 2011		4.1		4.1
Foreign debt		11.7		22.8

Total debt		625.4		1,030.3
Less:
Short-term credit facility borrowings		10.5		43.0
Foreign debt		11.7		22.8

Total long-term debt	$	603.2	$	964.5

Credit Facility

On October 19, 2007, the Company entered into a 5-year, $1.35 billion revolving credit facility agreement (“Credit Facility”) with a maturity date of October 18, 2012. At June 30, 2009, the Company had $130.5 million of outstanding borrowings, $32 million of letters of credit issued and $350 million available under the Credit Facility compared to $518.3 million of outstanding borrowings, $32 million of letters of credit issued and $469 million available at December 31, 2008. Total credit availability is limited by the amount of eligible account receivables and inventory pledged as collateral under the agreement. The weighted-average interest rate on the borrowings under the Credit Facility was 2.0% and 2.4% at June 30, 2009 and December 31, 2008, respectively.

Amounts outstanding under the Credit Facility bear interest at a rate determined by reference to the base rate (Bank of America’s prime rate) or a LIBOR rate or, for the Company’s Canadian subsidiary which is a borrower, a rate determined by reference to the Canadian base rate (Bank of America-Canada Branch’s “Base Rate” for loans in U.S. Dollars in Canada) or the BA rate (average annual rate applicable to Canadian Dollar bankers’ acceptances) or a LIBOR rate and the Canadian prime rate (Bank of America-Canada Branch’s “Prime Rate.”). The spread over the base rate and Canadian prime rate is between 0.25% and 1.00% and the spread over the LIBOR and for the bankers’ acceptances is between 1.25% and 2.00%, depending on the amount available to be borrowed. Overdue amounts and all amounts owed during the existence of a default bear interest at 2% above the rate otherwise applicable thereto.

Borrowings under the Credit Facility are secured by first-priority liens on all of the inventory, accounts receivable, lockbox accounts and related assets of the Company, other subsidiary borrowers and certain other U.S. subsidiaries of the Company that act as guarantors.

The Credit Facility contains covenants that, among other things, restrict the Company and its subsidiaries with respect to the incurrence of debt, the creation of liens, transactions with affiliates, mergers and consolidations, sales of assets and acquisitions. The Credit Facility also requires that, if availability under the Credit Facility declines to a certain level, the Company 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 the Company.

The lenders under the Credit Facility have the ability to 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 the Company, any of the other borrowers or any significant subsidiaries of the other borrowers becomes insolvent or commences bankruptcy proceedings, all amounts borrowed under the Credit Facility will become immediately due and payable.

2014 and 2015 Notes

On October 19, 2007, the Company issued $150 million Floating Rate Senior Secured Notes due November 1, 2014 (“2014 Notes”) and $425 million 12% Senior Secured Notes due November 1, 2015 (“2015 Notes”) (together, the “2014 and 2015 Notes”). The floating rate 2014 Notes bear interest at a rate, reset quarterly, of LIBOR plus 7.375% per annum. The fixed rate 2015 Notes bear interest at a rate of 12% per annum. The 2014 and 2015 Notes are fully and unconditionally guaranteed on a senior secured basis by certain of our existing and future subsidiaries (including those existing and future domestic subsidiaries that are co-borrowers or guarantee obligations under our Credit Facility).

At June 30, 2009, $376.2 million of the 2015 Notes and $102.9 million of the 2014 Notes remain outstanding. From time to time, the Company has repurchased and in the future may repurchase 2014 and 2015 Notes in the open market. During the first six months of 2009, $6.0 million principal amount of the 2015 Notes were repurchased for $3.3 million and retired, resulting in the recognition of a $2.7 million gain within other income and (expense), net on the consolidated statement of operations.

The 2014 and 2015 Notes and guarantees are secured by a first-priority lien on substantially all of our and our guarantors’ present and future assets located in the United States (other than receivables and inventory and related general intangibles, certain other assets and proceeds thereof) including equipment, owned real property interests valued at $1 million or more and all present and future shares of capital stock or other equity interests of each of our and each guarantor’s directly owned domestic subsidiaries and 65% of the present and future shares of capital stock or other equity interests, of each of our and each guarantor’s directly owned foreign restricted subsidiaries, in each case subject to certain exceptions and customary permitted liens. The 2014 and 2015 Notes and guarantees are secured on a second-priority basis by a lien on the assets that secure our obligations under our revolving Credit Facility. The 2014 and 2015 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.

The 2014 and 2015 Notes will be redeemable by the Company, in whole or in part, at any time on or after November 1, 2009 and 2011, respectively, at specified redemption prices. Additionally, on or prior to November 1, 2009 and 2010, the Company may redeem up to 35% of the outstanding 2014 and 2015 Notes, respectively, with the net proceeds of specified equity offerings at specified redemption prices. If a change of control occurs, the Company must offer to purchase the 2014 and 2015 Notes at 101% of their principal amount, plus accrued and unpaid interest.

Pursuant to a registration rights agreement, we agreed to file with the SEC by July 15, 2008, a registration statement with respect to an offer to exchange each of the notes for a new issue of our debt securities registered under the Securities Act, with terms substantially identical to those of the 2014 and 2015 Notes and to consummate an exchange offer no later than November 12, 2008. The Company did not consummate an exchange offer by November 12, 2008 and therefore, we were required to pay additional interest to the holders of the initial notes. As a result, the Company paid an additional approximately $0.6 million in interest to the holders of the 2014 and 2015 Notes with the interest payment on May 1, 2009. The Company completed the exchange offer on April 9, 2009. Upon completion of the exchange offer, our obligation to pay additional interest ceased.

$150 Million 8¹/4% Senior Notes due 2011

At June 30, 2009, $4.1 million of the 8¹/4% Senior Notes due 2011 (“2011 Notes”) remain outstanding. The 2011 Notes pay interest semi-annually and mature on December 15, 2011.

The 2011 Notes contained covenants, substantially all of which were removed pursuant to an amendment of the 2011 Notes as a result of the tender offer to repurchase the notes during 2007.

Foreign Debt

Based on our voting control of VSC-Ryerson, we have fully consolidated the operations of VSC-Ryerson as of October 31, 2008. Of the total borrowings of $11.7 million outstanding at June 30, 2009, $4.6 million was owed to banks in Asia at a weighted average interest rate of 4.1% secured by inventory and property, plant and equipment. VSC-Ryerson also owed $7.1 million at June 30, 2009 to Van Shung Chong Holdings Limited, our joint venture partner, at a weighted average interest rate of 4.6%.

NOTE 4: DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivatives

The Company adopted the provisions of SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities”(“SFAS 161”) as of January 1, 2009. This statement is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures.

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are interest rate risk, foreign currency risk, and commodity price risk. 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 from the forecasted payment of currencies other than the functional currency. From time to time, we may enter into fixed price sales contracts with our customers for certain of our inventory components. We may enter into metal commodity futures and options contracts periodically to reduce volatility in the price of these metals. The Company currently does not account for its derivative contracts as hedges but rather marks them to market with a corresponding offset to current earnings. The fair value of each contract is determined using Level 2 inputs and the market approach valuation technique, as described in SFAS No. 157, “Fair Value Measurement”(“SFAS 157”).

The following table summarizes the location and fair value amount of our derivative instruments reported in our consolidated balance sheet as of June 30, 2009 and December 31, 2008:


	Asset Derivatives							Liability Derivatives
	June 30, 2009				December 31, 2008			June 30, 2009			December 31, 2008
	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(In millions)
Derivatives not designated as hedging instruments under Statement 133
Interest rate contracts	N/A	$	—		N/A	$	—	Non-current taxes and other liabilities	$	1.9	Non-current taxes and other liabilities	$	3.3
Foreign exchange contracts	Deferred charges and other non- current assets		(0.2	)	Deferred charges and other non- current assets		0.5	N/A		—	N/A		—
Commodity contracts	N/A		—		N/A		—	Accounts Payable		0.3	Accounts Payable		3.3

Total derivatives		$	(0.2	)		$	0.5		$	2.2		$	6.6

The Company’s interest rate forward contracts had a notional amount of $260 million and $160 million as of June 30, 2009 and December 31, 2008, respectively. As of June 30, 2009 and December 31, 2008, the Company’s foreign currency exchange contracts had a U.S. dollar notional amount of $8.0 million and $7.3 million, respectively. As of June 30, 2009 and December 31, 2008, the Company had 247 and 574 metric tons, respectively, of nickel futures or option contracts related to forecasted purchases.

The following table summarizes the location and amount of gains and losses reported in our consolidated statement of operations for the three months and six months ended June 30, 2009 and 2008:


		Amount of Gain/(Loss) Recognized in Income on Derivative
Derivatives not designated as hedging instruments under Statement 133	Location of Gain/(Loss) Recognized in Income on Derivative	Three Months Ended June 30, 2009			Three Months Ended June 30, 2008			Six Months Ended June 30, 2009			Six Months Ended June 30, 2008
		(In millions)
Interest rate contracts	Interest and other expense on debt	$	(0.9	)	$	1.8		$	(0.5	)	$	(1.1	)

Foreign exchange contracts	Other income and (expense), net		(0.2	)		(0.4	)		(0.6	)		0.4

Commodity contracts	Cost of materials sold		0.6			(1.1	)		0.2			(0.4	)

Total		$	(0.5	)	$	0.3		$	(0.9	)	$	(1.1	)

Fair Value of Financial Instruments

Effective January 1, 2008, the Company partially adopted SFAS 157, which primarily requires expanded disclosure for assets and liabilities recorded on the balance sheet at fair value. As permitted by Staff Position (“FSP”) No. 157-2, “Effective Date of FASB Statement No. 157,” the Company adopted the nonrecurring fair value measurement disclosures of nonfinancial assets and liabilities on January 1, 2009. The adoption did not have a material impact on our consolidated financial statements. To increase consistency and comparability in fair value measurements, SFAS 157 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 asset 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 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 Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of June 30, 2009:


	Level 1		Level 2		Level 3
	(In millions)
Assets
Cash equivalents	$	6.8	$	—	$	—
Liabilities
Mark-to-market derivatives		—		2.4		—

The carrying and estimated fair values of the Company’s financial instruments at June 30, 2009 and December 31, 2008 were as follows:


	June 30, 2009				December 31, 2008
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In millions)
Cash and cash equivalents	$	38.1	$	38.1	$	108.9	$	108.9
Receivables less provision for allowances, claims and doubtful accounts		386.2		386.2		500.9		500.9
Accounts payable		238.6		238.6		224.9		224.9
Long-term debt, including current portion		625.4		532.3		1,030.3		839.7

The estimated fair value of the Company’s cash and cash equivalents, receivables less provision for allowances, claims and doubtful accounts 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, where available, and from analyses performed using current interest rates considering credit ratings and the remaining terms of maturity.

NOTE 5: EMPLOYEE BENEFITS

The following table summarizes the components of net periodic benefit cost for the three-month and six-month periods ended June 30, 2009 and 2008 for the Ryerson pension plans and postretirement benefits other than pension:


	Three Months Ended June 30,
	Pension Benefits						Other Benefits
	2009			2008			2009			2008
	(In millions)
Components of net periodic benefit cost
Service cost	$	1		$	1		$	—		$	1
Interest cost		11			11			3			3
Expected return on assets		(12	)		(13	)		—			—

Net periodic benefit cost (credit)	$	—		$	(1	)	$	3		$	4


	Six Months Ended June 30,
	Pension Benefits						Other Benefits
	2009			2008			2009			2008
	(In millions)
Components of net periodic benefit cost
Service cost	$	1		$	2		$	1		$	1
Interest cost		22			22			6			7
Expected return on assets		(24	)		(26	)		—			—
Recognized actuarial net gain		—			—			(1	)		—
Curtailment gain		—			—			(1	)		—

Net periodic benefit cost (credit)	$	(1	)	$	(2	)	$	5		$	8

In February 2009, the Company amended the terms of one of our Canadian post-retirement medical and life insurance plans which effectively eliminated benefits to a group of employees unless these individuals agreed to retire within 18 months of the effective date of April 1, 2009. This action meets the definition of a curtailment under SFAS No. 88 and resulted in a curtailment gain of approximately $1.3 million during the first quarter of 2009.

Contributions

The Company anticipates that it will have a minimum required pension contribution funding of approximately $8 million in 2009.

NOTE 6: RESTRUCTURING CHARGES

The following summarizes restructuring accrual activity for the six-month period ended June 30, 2009:


	Employee related costs			Tenancy and other costs			Total restructuring costs
	(In millions)
Balance at December 31, 2008	$	6.2		$	1.5		$	7.7
Cash payments		(4.9	)		(0.2	)		(5.1	)

Balance at June 30, 2009	$	1.3		$	1.3		$	2.6

2009

During the first six months of 2009, the Company paid $5.1 million related to the exit plan liability recorded on October 19, 2007, as part of the Merger of Rhombus Merger Corporation with and into Ryerson. The remaining balance as of June 30, 2009 is expected to be substantially paid by mid-2010.

NOTE 7: INCOME TAXES

For the three months ended June 30, 2009, the Company recorded income tax expense from operations of $75.2 million compared to $1.5 million in the prior year. The increased income tax expense is primarily a result of establishing a valuation allowance on its deferred tax assets in the United States to reduce them to the amount that is more-likely-than-not to be realized.

In accordance with SFAS No. 109, “Accounting for Income Taxes,” the Company assesses, on a quarterly basis, the realizability of its deferred tax assets. A valuation allowance must be established 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 analyzed, among other things, our recent history of earnings and cash flows, the nature and timing of future deductions and benefits represented by the deferred tax assets and our cumulative earnings for the last twelve quarters. After considering both the positive and negative evidence for the second quarter of fiscal year 2009, the Company determined that it was now more-likely-than-not that it would not realize the full value of a portion of its U.S. deferred tax assets. As a result, during the second quarter of 2009, the Company established a valuation allowance against its deferred tax assets in the U.S. to reduce them to the amount that is more-likely-than-not to be realized with a corresponding non-cash charge of $74.3 million to the provision for income taxes. The valuation allowance is reviewed quarterly and will be maintained until sufficient positive evidence exists to support the reversal of the valuation allowance.

For the six months ended June 30, 2009, the Company recorded income tax expense of $72.0 million compared to $6.6 million expense in the prior year. As discussed above, during the second quarter of 2009 the Company recorded a non-cash charge of $74.3 million to establish a valuation allowance against its U.S. deferred tax assets. The first six months of 2009 also included a $13.5 million charge to increase deferred tax liabilities related to the Company’s joint venture in India, which we determined was no longer permanently reinvested.

NOTE 8: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $75.2 million at June 30, 2009, or approximately 4.3% of total assets, or 31.9% of Ryerson’s shareholders’ equity. Pursuant to SFAS No. 142, “Goodwill and Other Intangible Assets,” we review the recoverability of goodwill and other intangible assets deemed to have indefinite lives annually or whenever significant events or changes occur which might impair the recovery of recorded amounts. The most recently completed impairment tests of goodwill were performed as of June 30, 2009 and it was determined that the recorded amounts for goodwill are recoverable and that no impairment existed. Other intangible assets with finite useful lives continue to be amortized over their useful lives. 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 9: STOCKHOLDERS’ EQUITY AND OTHER COMPREHENSIVE INCOME

The following table details changes in capital accounts:


	Ryerson Inc. Shareholders
									Accumulated Other Comprehensive Income (Loss)
	Common Stock			Capital in Excess of Par Value		Accumulated Deficit			Foreign Currency Translation			Benefit Plan Liabilities			Noncontrolling Interest			Total
	Shares	Dollars		Dollars		Dollars			Dollars			Dollars			Dollars			Dollars
	(In millions)
Balance at December 31, 2008	—	$	—	$	491.2	$	—		$	(45.6	)	$	(101.7	)	$	39.0		$	382.9
Net loss	—		—		—		(134.3	)		—			—			(2.5	)		(136.8	)
Foreign currency translation	—		—		—		—			7.2			—			(0.7	)		6.5
Changes in unrecognized benefit costs (net of tax provision of $0.7)	—		—		—		—			—			1.4			—			1.4
Benefit plan liabilities – adjustment for recognition of prior service cost and net loss, (net of tax benefit of $0.4)	—		—		—		—			—			(0.6	)		—			(0.6	)
			��
Balance at June 30, 2009	—	$	—	$	491.2	$	(134.3	)	$	(38.4	)	$	(100.9	)	$	35.8		$	253.4

The following sets forth the components of comprehensive income:


	Three Months Ended June 30,					Six Months Ended June 30,
	2009			2008		2009			2008
	(In millions)
Net income (loss)	$	(130.5	)	$	2.2	$	(136.8	)	$	11.4
Other comprehensive income (loss):
Foreign currency translation adjustments		16.3			1.2		6.5			(5.6	)
Changes in unrecognized benefit costs, net of tax provision of $0.7 in 2009		—			—		1.4			—
Benefit plan liabilities – adjustment for recognition of prior service cost and net loss, net of tax benefit of $0.4 in 2009		(0.3	)		—		(0.6	)		—

Total comprehensive income (loss)		(114.5	)		3.4		(129.5	)		5.8
Less: Comprehensive income (loss) attributable to noncontrolling interest		(0.9	)		—		(3.2	)		—

Comprehensive income (loss) attributable to Ryerson Inc.	$	(113.6	)	$	3.4	$	(126.3	)	$	5.8

NOTE 10: COMMITMENTS AND CONTINGENCIES

From time to time, we are named as a defendant in legal actions incidental to our ordinary course of business. We do not believe that the resolution of these claims will have a material adverse effect on our 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.

On April 22, 2002, Champagne Metals, an Oklahoma metals service center that processes and sells aluminum products, sued us and six other metals service centers in the United States District Court for the Western District of Oklahoma. Champagne Metals alleged a conspiracy among the defendants to induce or coerce aluminum suppliers to refuse to designate it as a distributor in violation of federal and state antitrust laws and tortious interference with business and contractual relations. The complaint sought damages with the exact amount to be determined at trial. Champagne Metals also sought treble damages on its antitrust claims and sought punitive damages in addition to actual damages on its other claim. On May 12, 2009, the parties resolved all matters by agreement. Under the terms of this agreement we made a cash payment of $2.6 million to Champagne Metals. On June 12, 2009 the matter was dismissed with prejudice.

NOTE 11: CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS

On October 19, 2007, the Company issued the 2014 and 2015 Notes. The 2014 and 2015 Notes are fully and unconditionally guaranteed on a senior secured basis by each of Ryerson’s existing and future domestic subsidiaries that are co-borrowers or guarantee our obligations under the Credit Facility.

The following are condensed consolidating financial information of Ryerson Inc. and its guarantor and non-guarantor subsidiaries and affiliates as of June 30, 2009 and December 31, 2008 and for the three-month and six-month periods ended June 30, 2009 and June 30, 2008:

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED JUNE 30, 2009

(In millions)


	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	646.5		$	97.9		$	(1.3	)	$	743.1
Cost of materials sold		—			572.7			86.1			(1.3	)		657.5

Gross profit		—			73.8			11.8			—			85.6
Warehousing, delivery, selling, general and administrative		1.2			100.8			16.2			—			118.2

Operating profit (loss)		(1.2	)		(27.0	)		(4.4	)		—			(32.6	)
Other income and (expense), net		—			—			(4.5	)		—			(4.5	)
Interest and other expense on debt		(17.1	)		(0.9	)		(0.2	)		—			(18.2	)
Intercompany transactions:
Interest expense on intercompany loans		(14.1	)		—			—			14.1			—
Interest income on intercompany loans		—			13.5			0.6			(14.1	)		—

Income (loss) before income taxes		(32.4	)		(14.4	)		(8.5	)		—			(55.3	)
Provision for income taxes		(11.3	)		88.6			(2.1	)		—			75.2
Equity in (earnings) loss of subsidiaries		108.9			6.3			—			(115.2	)		—

Net income (loss)		(130.0	)		(109.3	)		(6.4	)		115.2			(130.5	)
Less: Net income (loss) attributable to noncontrolling interest		—			—			(0.5	)		—			(0.5	)

Net income (loss) attributable to Ryerson Inc.	$	(130.0	)	$	(109.3	)	$	(5.9	)	$	115.2		$	(130.0	)

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED JUNE 30, 2008

(In millions)


	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	1,294.7		$	156.1		$	(5.1	)	$	1,445.7
Cost of materials sold		—			1,149.1			126.2			(5.1	)		1,270.2

Gross profit		—			145.6			29.9			—			175.5
Warehousing, delivery, selling, general and administrative		1.2			126.9			20.0			—			148.1

Operating profit		(1.2	)		18.7			9.9			—			27.4
Other income and (expense), net		0.7			—			(0.2	)		—			0.5
Interest and other expense on debt		(26.0	)		1.8			—			—			(24.2	)
Intercompany transactions:
Interest expense on intercompany loans		(11.6	)		—			(0.1	)		11.7			—
Interest income on intercompany loans		—			11.7			—			(11.7	)		—

Income before income taxes		(38.1	)		32.2			9.6			—			3.7
Provision for income taxes		(12.7	)		11.6			2.6			—			1.5
Equity in (earnings) loss of subsidiaries		(27.6	)		(5.3	)		—			32.9			—

Net income		2.2			25.9			7.0			(32.9	)		2.2
Less: Net income attributable to noncontrolling interest		—			—			—			—			—

Net income attributable to Ryerson Inc.	$	2.2		$	25.9		$	7.0		$	(32.9	)	$	2.2

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2009

(In millions)


	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	1,341.0		$	208.7		$	(1.9	)	$	1,547.8
Cost of materials sold		—			1,151.0			187.6			(1.9	)		1,336.7

Gross profit		—			190.0			21.1			—			211.1
Warehousing, delivery, selling, general and administrative		2.2			210.1			30.0			—			242.3
Gain on sale of assets		—			(3.3	)		—			—			(3.3	)
Other postretirement benefits curtailment gain		—			—			(1.3	)		—			(1.3	)

Operating profit (loss)		(2.2	)		(16.8	)		(7.6	)		—			(26.6	)
Other income and (expense), net		2.7			—			(4.5	)		—			(1.8	)
Interest and other expense on debt		(35.3	)		(0.5	)		(0.6	)		—			(36.4	)
Intercompany transactions:
Interest expense on intercompany loans		(26.3	)		—			(0.2	)		26.5			—
Interest income on intercompany loans		—			25.9			0.6			(26.5	)		—

Income (loss) before income taxes		(61.1	)		8.6			(12.3	)		—			(64.8	)
Provision for income taxes		(22.9	)		97.7			(2.8	)		—			72.0
Equity in (earnings) loss of subsidiaries		96.1			7.3			—			(103.4	)		—

Net income (loss)		(134.3	)		(96.4	)		(9.5	)		103.4			(136.8	)
Less: Net income (loss) attributable to noncontrolling interest		—			—			(2.5	)		—			(2.5	)

Net income (loss) attributable to Ryerson Inc.	$	(134.3	)	$	(96.4	)	$	(7.0	)	$	103.4		$	(134.3	)

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2008

(In millions)


	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	2,518.2		$	306.8		$	(9.0	)	$	2,816.0
Cost of materials sold		—			2,204.8			250.8			(9.0	)		2,446.6

Gross profit		—			313.4			56.0			—			369.4
Warehousing, delivery, selling, general and administrative		2.4			260.8			35.9			—			299.1

Operating profit		(2.4	)		52.6			20.1			—			70.3
Other income and (expense), net		1.4			—			1.7			—			3.1
Interest and other expense on debt		(54.2	)		(1.0	)		(0.2	)		—			(55.4	)
Intercompany transactions:
Interest expense on intercompany loans		(24.3	)		—			—			24.3			—
Interest income on intercompany loans		—			24.2			0.1			(24.3	)		—

Income before income taxes		(79.5	)		75.8			21.7			—			18.0
Provision for income taxes		(28.7	)		29.1			6.2			—			6.6
Equity in (earnings) loss of subsidiaries		(62.2	)		(12.5	)		—			74.7			—

Net income		11.4			59.2			15.5			(74.7	)		11.4
Less: Net income attributable to noncontrolling interest		—			—			—			—			—

Net income attributable to Ryerson Inc.	$	11.4		$	59.2		$	15.5		$	(74.7	)	$	11.4

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2009

(In millions)


	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Operating activities:
Net income (loss)	$	(134.3	)	$	(96.4	)	$	(9.5	)	$	103.4		$	(136.8	)

Non-cash expenses		(10.6	)		107.5			—			—			96.9
Equity in (earnings) loss of subsidiaries		96.1			7.3			—			(103.4	)		—
Changes in working capital		11.2			431.7			(48.9	)		—			394.0

Net adjustments		96.7			546.5			(48.9	)		(103.4	)		490.9

Net cash provided by (used in) operating activities		(37.6	)		450.1			(58.4	)		—			354.1

Investing activities:
Net cash provided by (used in) investing activities		—			(425.3	)		(1.5	)		428.7			1.9

Financing activities:
Net cash provided by (used in) financing activities		37.6			(27.5	)		(11.1	)		(428.7	)		(429.7	)

Net increase (decrease) in cash and cash equivalents		—			(2.7	)		(71.0	)		—			(73.7	)
Effect of exchange rate changes on cash		—			—			2.9			—			2.9

Net change in cash and cash equivalents		—			(2.7	)		(68.1	)		—			(70.8	)
Beginning cash and cash equivalents		0.1			7.6			101.2			—			108.9

Ending cash and cash equivalents	$	0.1		$	4.9		$	33.1		$	—		$	38.1

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2008

(In millions)


	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income	$	11.4		$	59.2		$	15.5		$	(74.7	)	$	11.4

Non-cash expenses		(39.3	)		50.4			(1.4	)		—			9.7
Equity in (earnings) loss of subsidiaries		(62.2	)		(12.5	)		—			74.7			—
Changes in working capital		(235.3	)		161.2			21.9			—			(52.2	)

Net adjustments		(336.8	)		199.1			20.5			74.7			(42.5	)

Net cash provided by (used in) operating activities		(325.4	)		258.3			36.0			—			(31.1	)

INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities		(1.1	)		(303.3	)		(0.7	)		321.2			16.1

FINANCING ACTIVITIES:
Net cash provided by (used in) financing activities		326.5			38.7			(5.3	)		(321.2	)		38.7

Net change in cash and cash equivalents		—			(6.3	)		30.0			—			23.7
Beginning cash and cash equivalents		0.1			29.9			5.2			—			35.2

Ending cash and cash equivalents	$	0.1		$	23.6		$	35.2		$	—		$	58.9

RYERSON INC.

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)

JUNE 30, 2009

(In millions)


	Parent		Guarantor		Non-guarantor		Eliminations			Consolidated
ASSETS
Current assets	$	1,709.6	$	837.3	$	277.0	$	(1,727.8	)	$	1,096.1
Property, plant and equipment, net of accumulated depreciation		—		485.5		56.1		—			541.6
Other noncurrent assets		781.4		1,930.6		13.5		(2,611.2	)		114.3

Total Assets	$	2,491.0	$	3,253.4	$	346.6	$	(4,339.0	)	$	1,752.0

LIABILITIES AND EQUITY
Current liabilities	$	19.8	$	2,034.6	$	41.6	$	(1,727.8	)	$	368.2
Noncurrent liabilities		2,253.6		517.6		23.7		(1,664.5	)		1,130.4
Ryerson Inc. stockholders’ equity		217.6		701.2		245.5		(946.7	)		217.6
Noncontrolling interest		—		—		35.8		—			35.8

Total Liabilities and Equity	$	2,491.0	$	3,253.4	$	346.6	$	(4,339.0	)	$	1,752.0

RYERSON INC.

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2008

(In millions)


	Parent		Guarantor		Non-guarantor		Eliminations			Consolidated
ASSETS
Current assets	$	1,768.6	$	1,162.8	$	280.4	$	(1,723.5	)	$	1,488.3
Property, plant and equipment net of accumulated depreciation		—		501.6		54.7		—			556.3
Other noncurrent assets		816.2		1,514.4		54.4		(2,157.1	)		227.9

Total Assets	$	2,584.8	$	3,178.8	$	389.5	$	(3,880.6	)	$	2,272.5

LIABILITIES AND EQUITY
Current liabilities	$	54.7	$	1,952.7	$	137.9	$	(1,723.5	)	$	421.8
Noncurrent liabilities		2,186.2		485.8		26.6		(1,230.8	)		1,467.8
Ryerson Inc. stockholders’ equity		343.9		740.3		186.0		(926.3	)		343.9
Noncontrolling interest		—		—		39.0		—			39.0

Total Liabilities and Equity	$	2,584.8	$	3,178.8	$	389.5	$	(3,880.6	)	$	2,272.5

NOTE 12: RECENT ACCOUNTING PRONOUNCEMENTS

In December 2007, the Financial Account Standards Board (“FASB”) released SFAS No. 160,“Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51”(“SFAS 160”).This statement requires entities to report noncontrolling (minority) interests as a component of shareholders’ equity on the balance sheet; include all earnings of a consolidated subsidiary in consolidated results of operations; and treat all transactions between an entity and noncontrolling interest as equity transactions between the parties. We adopted SFAS 160 as of January 1, 2009 and appropriately applied the presentation and disclosure requirements described above retrospectively.

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities”(“SFAS 161”). This statement is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures. The Company adopted SFAS 161 as of January 1, 2009.

In May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion No. 14-1,“Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”(“FSP APB 14-1”). The FSP clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The FSP requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer’s nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statement of operations. The FSP requires retrospective application to the terms of instruments, as they existed for all periods presented. The Company adopted the provisions of FSP APB 14-1 on January 1, 2009. The adoption did not have a material impact on these financial statements.

In December 2008, the FASB issued FSP FAS 132(R)-1, “Employer’s Disclosures about Postretirement Benefit Plan Assets.” The FSP amends SFAS No. 132 (Revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits”, to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. The disclosures about plan assets required by this FSP shall be provided for fiscal years ending after December 15, 2009. The adoption is not expected to have a material impact on our financial statements.

In April 2009, the FASB released FSP SFAS 107-b and APB Opinion No. 28-a, “Interim Disclosures about Fair Value of Financial Instruments” (“SFAS 107-b” and “APB 28-a”). This FSP amends FASB Statement No. 107, “Disclosures about Fair Values of Financial Instruments,” to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. The FSP also amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in all interim financial statements. This FSP is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. We adopted SFAS 107-b and APB 28-a during the second quarter 2009.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”(“SFAS 165”). The objective of this statement is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this statement sets forth: a) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; b) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and c) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. In accordance with this statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. We adopted SFAS 165 in the second quarter of fiscal 2009 and the adoption did not have a material impact on our consolidated financial statements.

NOTE 13: RELATED PARTIES

We pay an affiliate of Platinum Equity, LLC an annual monitoring fee of up to $5.0 million pursuant to a corporate advisory services agreement. The monitoring fee was $2.5 million in the first six months of 2009 and 2008.

The Company declared and paid a dividend of $35.0 million and $25.0 million to Parent in July 2009 and April 2008, respectively.

NOTE 14: SUBSEQUENT EVENTS

The Company sold its 50 percent investment in Tata Ryerson Limited to its joint venture partner, Tata Steel Limited as of July 10, 2009. The joint venture was formed in 1997 between the Company and Tata Steel Limited to conduct steel service center operations in India. Prior to the sale, the Company accounted for this joint venture under the equity method of accounting. The Company received proceeds of $49 million for the transaction and we will record a pre-tax gain of approximately $2 million in the third quarter 2009. The Company’s investment in this joint venture was not material to the Company’s consolidated financial position or results of operations.

We adopted the provisions of SFAS No. 165, “Subsequent Events”in the second quarter of fiscal 2009. We evaluated subsequent events through the date on which these financial statements were issued, August 3, 2009.

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 “believes,” “expects,” “may,” “estimates,” “will,” “should,” “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 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 “Forward-Looking Statements” and “Risk Factors” in the Company’s Registration Statement on Form S-4/A filed on February 24, 2009 and the caption “Industry and Operating Trends” included herein “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this quarterly report. 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 following discussion should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and related Notes thereto in Item 1, “FINANCIAL STATEMENTS” in this Quarterly Report on Form 10-Q and the Company’s Consolidated Financial Statements for the year ended December 31, 2008 and related Notes thereto in the Company’s Registration Statement on Form S-4/A filed on February 24, 2009.

Industry and Operating Trends

The Company purchases large quantities of metal products from primary producers and sells these materials in smaller quantities to a wide variety of metals-consuming industries. More than one-half of the metals products sold are processed by the Company by burning, sawing, slitting, blanking, cutting to length or other techniques. The Company sells its products and services to many industries, including machinery manufacturers, fabricated metal products, electrical machinery, transportation equipment, construction, wholesale distributors, and metals mills and foundries. 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 the Company’s distribution sites to its customers.

Sales, gross profit and operating expense control are the principal factors that impact the Company’s profitability:

Net Sales. The Company’s sales volume and pricing is driven by market demand, which is largely determined by overall industrial production and conditions in specific industries in which the Company’s customers operate. Increases in sales volume generally enable the Company both to improve purchasing leverage with suppliers, as the Company buys larger quantities of metals inventories, and to reduce operating expenses per ton sold. Sales prices are also primarily driven by market factors such as overall demand and availability of product. The Company’s net sales include revenue from product sales, net of returns, allowances, customer discounts and incentives.

Gross profit. Gross profit is the difference between net sales and the 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 Company’s sales prices to its customers are subject to market competition. Achieving acceptable levels of gross profit is dependent on the Company acquiring metals at competitive prices, its ability to manage the impact of changing prices and efficiently managing its 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 low fixed cost structure in times of increasing sales volume, have a significant impact on the Company’s profitability. Operating expenses include costs related to warehousing and distributing the Company’s products as well as selling, general and administrative expenses.

The metals service center industry is generally considered cyclical with periods of strong demand and higher prices followed by periods of weaker demand and lower prices due to the cyclical nature of the industries in which the largest consumers of metals operate. However, domestic metals prices are volatile and remain difficult to predict due to its commodity nature and the extent which prices are affected by interest rates, foreign exchange rates, energy prices, international supply/demand imbalances, surcharges and other factors.

Results of Operations - Comparison of Second Quarter 2009 to Second Quarter 2008


	Three months ended June 30, 2009			% of Net Sales		Three months ended June 30, 2008			% of Net Sales
Net sales	$	743.1		100.0	%	$	1,445.7		100.0	%
Gross profit		85.6		11.5			175.5		12.1
Warehousing, delivery, selling, general and administrative expenses		118.2		15.9			148.1		10.2
Operating profit		(32.6	)	(4.4	)		27.4		1.9
Other expenses		(22.7	)	(3.1	)		(23.7	)	(1.6	)
Provision for income taxes		75.2		10.1			1.5		0.1
Net income (loss)		(130.5	)	(17.6	)		2.2		0.2
Noncontrolling interest		(0.5	)	(0.1	)		—		—
Net income (loss) attributable to Ryerson Inc.		(130.0	)	(17.5	)		2.2		0.2

For the second quarter of 2009, the Company reported a net loss of $130.5 million, as compared with net income of $2.2 million, in the second quarter of 2008.

The following table shows the Company’s percentage of sales revenue by major product lines for the second quarter of 2009 and 2008:


	Percentage of Sales Revenue Three Months Ended June 30,
Product Line	2009		2008
Stainless and aluminum	46	%	52	%
Carbon flat rolled	28		24
Bars, tubing and structurals	7		9
Fabrication and carbon plate	12		10
Other	7		5

Total	100	%	100	%

Net Sales. Revenue for the second quarter of 2009 decreased 48.6% to $743.1 million from the same period a year ago. Average selling price decreased 27.1% against the price levels in the second quarter of 2008. Volume for the second quarter of 2009 decreased 29.5% from the second quarter of 2008. The decrease in volume reflects the significant deterioration of market conditions compared to the year-ago period. The product mix revenue change reflects the relative change in selling price per ton, as volume mix was relatively consistent.

Gross profit. Gross profit decreased by $89.9 million to $85.6 million in the second quarter of 2009. Gross profit per ton of $179 in the second quarter of 2009 decreased from $259 per ton in the year-ago quarter due to lower average selling prices year-over-year. Gross profit as a percent of sales in the second quarter of 2009 decreased to 11.5% from 12.1% a year ago as our cost of materials sold did not decline as quickly as average selling prices.

Operating expenses. Total operating expenses decreased by $29.9 million to $118.2 million in the second quarter of 2009 from $148.1 million a year ago. The decrease was primarily due to lower wages and salaries of $10.3 million and lower benefit expenses of $4.4 million resulting from lower employment levels after workforce reductions, lower bonus and commission expenses of $8.0 million resulting from reduced profitability and lower delivery expenses of $9.5 million resulting from reduced volume, partially offset by an increase in legal expenses of $2.7 million. On a per ton basis, second quarter 2009 operating expenses increased to $247 per ton from $219 per ton in the second quarter of 2008 due to the relatively greater decline in volume being partially offset by lower operating expenses.

Operating profit. For the quarter, the Company reported an operating loss of $32.6 million, or a loss of $68 per ton, compared to an operating profit of $27.4 million, or $40 per ton, in the second quarter of 2008, as a result of the factors discussed above.

Other expenses. Interest and other expense on debt decreased to $18.2 million from $24.2 million in the second quarter of 2008, primarily due to lower average borrowings and lower interest rates on variable rate debt in the second quarter of 2009 as compared to the same period in the prior year, as well as the impact of retirement of a portion of the 2014 and 2015 Notes. Other income and (expense), net was a charge of $4.5 million in the second quarter of 2009 as compared to income of $0.5 million in the same period a year ago. The second quarter of 2009 was negatively impacted by a $4.7 million foreign exchange loss related to a short term loan from our Canadian operations.

Provision for income taxes. In the second quarter of 2009, the Company recorded income tax expense of $75.2 million compared to $1.5 million in the second quarter of 2008. During the second quarter of 2009, the Company recorded a charge of $74.3 million to establish a valuation allowance against its U.S. deferred tax assets, as the Company determined that it was now more-likely-than-not that it would not realize the full value of a portion of its U.S. deferred tax assets. The second quarter of 2009 also included a $13.5 million charge to increase deferred tax liabilities related to the Company’s joint venture in India, which we determined was no longer permanently reinvested.

Results of Operations - Comparison of First Six Months 2009 to First Six Months 2008


	Six months ended June 30, 2009			% of Net Sales		Six months ended June 30, 2008			% of Net Sales
Net sales	$	1,547.8		100.0	%	$	2,816.0		100.0	%
Gross profit		211.1		13.6			369.4		13.1
Warehousing, delivery, selling, general and administrative expenses		242.3		15.6			299.1		10.6
Gain on sale of assets		(3.3	)	(0.2	)		—		—
Other postretirement benefits curtailment gain		(1.3	)	(0.1	)		—		—
Operating profit		(26.6	)	(1.7	)		70.3		2.5
Other expenses		(38.2	)	(2.4	)		(52.3	)	(1.9	)
Provision for income taxes		72.0		4.7			6.6		0.2
Net income (loss)		(138.6	)	(8.8	)		11.4		0.4
Noncontrolling interest		(2.5	)	(0.1	)		—		—
Net income (loss) attributable to Ryerson Inc.		(134.3	)	(8.7	)		11.4		0.4

For the first six months of 2009, the Company reported a net loss of $138.6 million, as compared with net income of $11.4 million, in the first six months of 2008.

Included in the first six months of 2009 results is a pretax gain on sale of assets of $3.3 million or $2.0 million after-tax. The first six months of 2009 also included a pretax other postretirement benefit curtailment gain of $1.3 million or $0.9 million after-tax.

The following table shows the Company’s percentage of sales revenue by major product lines for the first six months of 2009 and 2008:


	Percentage of Sales Revenue Six Months Ended June 30,
Product Line	2009		2008
Stainless and aluminum	45	%	53	%
Carbon flat rolled	28		24
Bars, tubing and structurals	8		9
Fabrication and carbon plate	13		10
Other	6		4

Total	100	%	100	%

Net Sales.Revenue for the first six months of 2009 decreased 45.0% to $1,547.8 million from the same period a year ago. Average selling price decreased 19.2% against the price levels in the first six months of 2008. Volume for the six months of 2009 decreased 31.9% from the first six months of 2008. The decrease in volume reflects the significant deterioration of market conditions compared to the year-ago period. The product mix revenue change reflects the relative change in selling price per ton, as volume mix was relatively consistent.

Gross profit. Gross profit decreased by $158.3 million to $211.1 million in the first six months of 2009. Gross profit per ton of $225 in the first six months of 2009 decreased from $268 per ton in the year-ago period due to lower average selling prices year-over-year. Gross profit as a percent of sales in the first six months of 2009 increased to 13.6% from 13.1% a year ago.

Operating expenses. Total operating expenses decreased by $61.4 million to $237.7 million in the first six months of 2009 from $299.1 million a year ago. The decrease was primarily due to lower wages and salaries of $22.2 million and lower benefit expenses of $10.1 million resulting from lower employment levels after workforce reductions, lower bonus and commission expenses of $13.7 million resulting from reduced profitability, lower delivery expenses of $17.9 million resulting from reduced volume, the $3.3 million

gain on the sale of assets, the $1.3 million other postretirement benefit curtailment gain, and lower travel and entertainment expenses of $2.8 million, partially offset by an increase in bad debt expense of $6.0 million and higher legal expenses of $2.7 million. On a per ton basis, the first six months of 2009 operating expenses increased to $253 per ton from $217 per ton in the first six months of 2008 due to the relatively greater decline in volume being partially offset by lower operating expenses.

Operating profit. For the six month period, the Company reported an operating loss of $26.6 million, or a loss of $28 per ton, compared to an operating profit of $70.3 million, or $51 per ton, in the year-ago period, as a result of the factors discussed above.

Other expenses. Interest and other expense on debt decreased to $36.4 million from $55.4 million in the year-ago period, primarily due to lower average borrowings and lower interest rates on variable rate debt in the first six months of 2009 as compared to the same period in the prior year, as well as the impact of retirement of a portion of the 2014 and 2015 Notes. Other income and (expense), net was a charge of $1.8 million in the first six months of 2009 as compared to income of $3.1 million in the same period a year ago. The first six months of 2009 was negatively impacted by a $4.7 million foreign exchange loss related to a short term loan from our Canadian operations, offset by the recognition of a $2.7 million gain on the retirement of a portion of the 2014 and 2015 Notes.

Provision for income taxes. In the first six months of 2009, the Company recorded income tax expense of $72.0 million compared to $6.6 million in the first six months of 2008. During the first six months of 2009, the Company recorded a charge of $74.3 million to establish a valuation allowance against its U.S. deferred tax assets, as the Company determined that it was now more-likely-than-not that it would not realize the full value of a portion of its U.S. deferred tax assets. The second quarter of 2009 also included a $13.5 million charge to increase deferred tax liabilities related to the Company’s joint venture in India, which we determined was no longer permanently reinvested.

Liquidity and Capital Resources

The Company’s primary sources of liquidity are cash and cash equivalents, cash flows from operations and borrowing availability under its revolving credit facility. Its principal source of operating cash is from the sale of metals and other materials. Its 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 for capital expenditures.

The following table summarizes the Company’s cash flows:


	Six months ended June 30,
	2009			2008
	(In millions)
Net cash provided by (used in) operating activities	$	354.1		$	(31.1	)
Net cash provided by investing activities		1.9			16.1
Net cash provided by (used in) financing activities		(429.7	)		38.7
Effect of exchange rates on cash		2.9			—

Net increase (decrease) in cash and cash equivalents	$	(70.8	)	$	23.7

The Company had cash and cash equivalents at June 30, 2009 of $38.1 million, compared to $108.9 million at December 31, 2008. The Company had $625.4 million and $1,030 million of total debt outstanding, a debt-to-capitalization ratio of 71% and 73% and $350 million and $469 million available under its revolving Credit Facility at June 30, 2009 and December 31, 2008, respectively.

Net cash provided by operating activities of $354.1 million in the first six months of 2009 was primarily due to a decrease in inventories of $247.6 million resulting from management’s efforts to reduce inventory in a weak economic environment, a decrease in accounts receivable of $117.2 million reflecting lower volume in the first six months of 2009 and the receipt of a federal income tax refund of $27.6 million.

Capital expenditures during the first six months of 2009 totaled $13.0 million compared to $12.6 million in the first six months of 2008. The Company sold property, plant and equipment generating cash proceeds of $14.7 million and $30.1 million during the six-month periods ended June 30, 2009 and 2008, respectively.

Net cash used in financing activities in the first six months of 2009 was $429.7 million, compared to net cash provided by financing activities of $38.7 million during the first six months of 2008. Net cash used in financing activities in the first six months of 2009 was primarily related to credit facility repayments made possible from lower working capital requirements. Net cash provided by financing activities in the first six months of 2008 was primarily related to an increase in net book overdrafts of $33.4 million.

The Company believes that cash flow from operations and proceeds from its revolving credit facility will provide sufficient funds to meet the Company’s contractual obligations and operating requirements in the normal course of business.

Total Debt

Total debt outstanding as of June 30, 2009 consisted of the following amounts: $130.5 million borrowing under the Credit Facility, $102.9 million under the 2014 Notes, $376.2 million under the 2015 Notes, $4.1 million under the 2011 Notes, and $11.7 million related to foreign debt. Availability at June 30, 2009 and December 31, 2008 under the Credit Facility was $350 million and $469 million, respectively. Discussion of each of these borrowings follows.

Credit Facility

On October 19, 2007, the Company entered into a 5-year, $1.35 billion revolving credit facility agreement (“Credit Facility”) with a maturity date of October 18, 2012. At June 30, 2009, the Company had $130.5 million of outstanding borrowings, $32 million of letters of credit issued and $350 million available under the Credit Facility compared to $518.3 million of outstanding borrowings, $32 million of letters of credit issued and $469 million available at December 31, 2008. At July 31, 2009, the Company had $122 million of outstanding borrowings, $32 million of letters of credit issued and $346 million available under the Credit Facility. Total credit availability is limited by the amount of eligible account receivables and inventory pledged as collateral under the agreement. The weighted-average interest rate on the borrowings under the Credit Facility was 2.0% and 2.4% at June 30, 2009 and December 31, 2008, respectively.

2014 and 2015 Notes

On October 19, 2007, the Company issued $150 million Floating Rate Senior Secured Notes due November 1, 2014 (“2014 Notes”) and $425 million 12% Senior Secured Notes due November 1, 2015 (“2105 Notes”) (together, the “2014 and 2015 Notes”). The floating rate 2014 Notes bear interest at a rate, reset quarterly, of LIBOR plus 7.375% per annum. The fixed rate 2015 Notes bear interest at a rate of 12% per annum. The 2014 and 2015 Notes are fully and unconditionally guaranteed on a senior secured basis by certain of our existing and future subsidiaries (including those existing and future domestic subsidiaries that are co-borrowers or guarantee obligations under our Credit Facility).

$150 Million 8¹/4% Senior Notes due 2011

At June 30, 2009, $4.1 million of the 8¹/4% Senior Notes due 2011 (“2011 Notes”) remain outstanding. The 2011 Notes pay interest semi-annually and mature on December 15, 2011.

The 2011 Notes contained covenants, substantially all of which were removed pursuant to an amendment of the 2011 Notes as a result of the tender offer to repurchase the notes during 2007.

Foreign Debt

Pension Funding

At December 31, 2008, pension liabilities exceeded plan assets by $296 million. The Company anticipates that it will have a minimum required pension contribution of approximately $8 million in 2009 under the Employee Retirement Income Security Act of 1974 (“ERISA”) and Pension Protection Act (“PPA”) in the U.S and the Income Tax Act in Canada. The Company made a $2 million contribution in July 2009. Future contribution requirements depend on the investment returns on plan assets, the impact of discount rates on pension liabilities, and changes in regulatory requirements. The Company is unable to determine the amount or timing of any such contributions or whether any such contributions would have a material adverse effect on the Company’s financial position or cash flows. The Company believes that cash flow from operations and its Credit Facility described above will provide sufficient funds to make the minimum required contributions in 2009.

Contractual Obligations

The following table presents contractual obligations at June 30, 2009:


	Payments Due by Period
Contractual Obligations(1)	Total		Less than 1 year		1 –3 years		4 – 5 years		After 5 years
	(In millions)
Floating Rate Notes	$	103	$	—	$	—	$	—	$	103
Fixed Rate Long Term Notes		376		—		—		—		376
Other Long Term Notes		4		—		4		—		—
Credit Facility		131		—		—		131		—
Foreign Debt		12		12		—		—		—
Interest on Floating Rate Notes, Fixed Rate, Other Long Term Notes, Credit Facility and Foreign Debt (2)		341		57		113		108		63
Purchase Obligations (3)		130		130		—		—		—
Operating leases		69		18		24		12		15

Total	$	1,166	$	217	$	141	$	251	$	557

(1)	The contractual obligations disclosed above do not include the Company’s potential future pension funding obligations (see discussion above).

(2)	Interest payments related to the variable rate debt were estimated using the weighted average interest rate for the Credit Facility and the 2014 Notes.

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

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. 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 of Company debt securities recently traded and market-based prices of similar securities for those securities not recently traded was $532 million at June 30, 2009 and $840 million at December 31, 2008 as compared with the carrying value of $625 million and $1,030 million at June 30, 2009 and December 31, 2008, respectively.

We had forward agreements for $260 million and $160 million notional amount of pay fixed, receive floating interest rate swaps at June 30, 2009 and December 31, 2008, respectively, to effectively convert the interest rate from floating to fixed through 2009. We do not currently account for these contracts as hedges but rather mark them to market with a corresponding offset to current earnings. At June 30, 2009, these agreements had a liability value of $1.9 million. A hypothetical 1% increase in interest rates on variable rate debt would have increased interest expense for the first six months of 2009 by approximately $1.8 million.

Foreign exchange rate risk

We are subject to exposure from fluctuations in foreign currencies. We use foreign currency exchange contracts to hedge our Canadian subsidiaries variability in cash flows from the forecasted payment of currencies other than the functional currency. The Canadian subsidiaries’ foreign currency contracts were principally used to purchase U.S. dollars. We had foreign currency contracts with a U.S. dollar notional amount of $8.0 million outstanding at June 30, 2009, and liability value of $0.2 million. We do not currently account for these contracts as hedges but rather mark these contracts to market with a corresponding offset to current earnings.

Commodity price risk

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 to time, we may enter into fixed price sales contracts with our customers for certain of our inventory components. We may enter into metal commodity futures and options contracts to reduce volatility in the price of these metals. We do not currently account for these contracts as hedges, but rather mark these contracts to market with a corresponding offset to current earnings. As of June 30, 2009, we had 247 metric tons of nickel futures or option contracts outstanding with a liability value of $0.3 million.

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 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 13a-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 foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2009.

Changes in Internal Controls Over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s controls over financial reporting during the quarter ended June 30, 2009.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

There have been no material changes relating to this Item from those set forth in Amendment No. 2 to the Registration Statement on Form S-4, filed on February 24, 2009 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

Item 6.

Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K are listed in the “Exhibit Index,” which is attached hereto and incorporated by reference herein.

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

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 INC.

By:		/s/ Terence R. Rogers
		Terence R. Rogers
		Chief Financial Officer (duly authorized signatory and principal financial officer of the registrant)

Date: August 3, 2009

EXHIBIT INDEX


Exhibit No.		Description
31.1		Certificate of the Principal Executive Officer of the Company, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

32.1		Written Statement of Stephen E. Makarewicz, 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.

32.2		Written Statement of Terence R. Rogers, 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.

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. freshman Avg

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company