Second Quarter - 2001
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 period ended June 30, 2001
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from __________ to __________
-------------------------
Commission file number 1-9117
I.R.S. Employer Identification Number 36-3425828
RYERSON TULL, INC.
(a Delaware Corporation)
2621 West 15th Place
Chicago, Illinois 60608
Telephone: (773) 762-2121
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 24,787,761 shares of the
Company's Common Stock ($1.00 par value per share) were outstanding as of August
7, 2001.
PART I. FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Statement of Operations (Unaudited)
================================================================================
Dollars in Millions (except per share data)
-------------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
------------------ --------------------
2001 2000 2001 2000
------ ------ -------- --------
NET SALES $582.6 $760.8 $1,220.7 $1,547.1
Cost of materials sold 463.4 610.9 965.2 1,231.2
------ ------ -------- --------
GROSS PROFIT 119.2 149.9 255.5 315.9
Operating expenses 110.8 128.1 230.7 258.7
Depreciation and amortization 8.0 8.3 16.2 16.7
Restructuring and plant closure costs - 23.3 - 27.8
Write-off of investment in MetalSite, Inc. 1.0 - 1.0 -
Pension curtailment gain - - - (4.4)
Gain on sale of assets - - (1.3) -
------ ------ -------- --------
OPERATING PROFIT (LOSS) (0.6) (9.8) 8.9 17.1
Other revenue and expense, net (Note 4) (2.5) - (2.4) 0.1
Interest and other expense on debt (5.7) (6.9) (12.5) (13.1)
------ ------ -------- --------
INCOME (LOSS) BEFORE INCOME TAXES (8.8) (16.7) (6.0) 4.1
PROVISION (BENEFIT) FOR INCOME TAXES (3.9) (3.1) (2.4) 6.7
------ ------ -------- --------
NET INCOME (LOSS) $ (4.9) $(13.6) $ (3.6) $ (2.6)
====== ====== ======== ========
See notes to consolidated financial statements
1
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Statement of Operations (Unaudited)
================================================================================
Dollars in Millions (except per share data)
---------------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
------------------- -------------------
2001 2000 2001 2000
-------- -------- -------- --------
EARNINGS PER SHARE
OF COMMON STOCK
- ------------------
Basic $ (0.20) $ (0.55) $ (0.15) $ (0.11)
======== ======== ======== ========
Diluted $ (0.20) $ (0.55) $ (0.15) $ (0.11)
======== ======== ======== ========
STATEMENT OF COMPREHENSIVE INCOME
- ---------------------------------
NET INCOME (LOSS) $ (4.9) $ (13.6) $ (3.6) $ (2.6)
OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustments 0.8 (0.5) (0.6) (1.1)
-------- -------- -------- --------
COMPREHENSIVE INCOME (LOSS) $ (4.1) $ (14.1) $ (4.2) $ (3.7)
======== ======== ======== ========
OPERATING DATA
- --------------
SHIPMENTS (Tons in Thousands) 731.4 880.1 1,501.9 1,794.6
See notes to consolidated financial statements
2
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Statement of Cash Flows (Unaudited)
================================================================================
Dollars in Millions
-------------------
Six Months Ended
June 30
-------------------
2001 2000
------ ------
OPERATING ACTIVITIES
Net income (loss) $ (3.6) $ (2.6)
------ ------
Adjustments to reconcile net income to net
cash provided from (used for) operating activities:
Depreciation and amortization 16.2 16.7
Deferred employee benefit cost (1.4) (4.7)
Deferred income taxes (2.6) (0.3)
Gain from sale of assets (1.3) -
Restructuring and plant closure costs - 27.8
Change in assets and liabilities:
Receivables (Note 4) 188.6 (73.9)
Inventories 71.5 (96.6)
Other assets 0.8 0.2
Accounts payable 4.4 79.5
Accrued liabilities (17.8) (19.5)
Other deferred items 0.3 1.7
------ ------
Net adjustments 258.7 (69.1)
------ ------
Net cash provided from (used for) operating activities 255.1 (71.7)
------ ------
INVESTING ACTIVITIES
Capital expenditures (7.4) (16.6)
Proceeds from sales of assets 4.3 2.4
------ ------
Net cash used for investing activities (3.1) (14.2)
------ ------
FINANCING ACTIVITIES
Debt retirement - (11.8)
Net short-term borrowing (repayment) (Note 4) (97.0) 83.6
Dividends paid (2.6) (2.6)
------ ------
Net cash provided from (used for) financing activities (99.6) 69.2
------ ------
Net increase (decrease) in cash and cash equivalents 152.4 (16.7)
Cash and cash equivalents - beginning of year 23.8 39.5
------ ------
Cash and cash equivalents - end of period $176.2 $ 22.8
====== ======
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest $ 12.6 $ 12.7
Income taxes, net - 7.1
See notes to consolidated financial statements
3
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Consolidated Balance Sheet
================================================================================
Dollars in Millions
---------------------------------------
ASSETS June 30, 2001 December 31, 2000
- ------ -------------------- -----------------
(unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 176.2 $ 23.8
Receivables less provision for
allowances, claims and
doubtful accounts of $9.3 and
$24.5, respectively (Note 4) 96.8 285.4
Inventories - principally at LIFO 496.3 567.8
Deferred income taxes 0.6 -
-------- --------
Total current assets 769.9 877.0
INVESTMENTS AND ADVANCES 21.8 22.3
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost $589.9 $596.7
Less accumulated depreciation 325.1 264.8 322.0 274.7
------ ------
DEFERRED INCOME TAXES 70.6 69.4
PREPAID PENSION COSTS 24.0 23.5
EXCESS OF COST OVER NET ASSETS ACQUIRED 94.0 96.5
OTHER ASSETS 7.9 8.7
-------- --------
Total Assets $1,253.0 $1,372.1
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $ 142.0 $ 137.6
Accrued liabilities 62.9 81.6
Short-term borrowing - 97.0
Long-term debt due within one year 142.2 142.5
-------- --------
Total current liabilities 347.1 458.7
LONG-TERM DEBT 100.7 100.7
DEFERRED EMPLOYEE BENEFITS AND OTHER 150.1 151.0
-------- --------
Total liabilities 597.9 710.4
COMMITMENTS & CONTINGENCIES - -
STOCKHOLDERS' EQUITY (Schedule A) 655.1 661.7
-------- --------
Total Liabilities and Stockholders'
Equity $1,253.0 $1,372.1
======== ========
See notes to consolidated financial
4
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
Notes to Consolidated Financial Statements (Unaudited)
================================================================================
NOTE 1/FINANCIAL STATEMENTS
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, 2001 and for the three-month and six-month periods ended June 30, 2001
and 2000 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. These financial statements should be
read in conjunction with the financial statements and related notes contained in
the Annual Report on Form 10-K for the year ended December 31, 2000.
NOTE 2/EARNINGS PER SHARE
Dollars and Shares
In Millions
(except per share data)
---------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
-------------------- ----------------
2001 2000 2001 2000
----- ------ ----- -----
Basic earnings per share
- ------------------------
Net income (loss) $(4.9) $(13.6) $(3.6) $(2.6)
Less preferred stock dividends 0.1 - 0.1 0.1
----- ------ ----- -----
Net income (loss) available to common stockholders $(5.0) $(13.6) $(3.7) $(2.7)
===== ====== ===== =====
Average shares of common stock outstanding 24.8 24.8 24.8 24.8
===== ====== ===== =====
Basic earnings (loss) per share $(.20) $ (.55) $(.15) $(.11)
===== ====== ===== =====
Diluted earnings per share
- --------------------------
Net income (loss) available to common stockholders $(5.0) $(13.6) $(3.7) $(2.7)
===== ====== ===== =====
Average shares of common stock outstanding 24.8 24.8 24.8 24.8
Dilutive effect of stock options 0.3 - 0.2 -
----- ------ ----- -----
Shares outstanding for diluted
earnings per share calculation 25.1 24.8 25.0 24.8
===== ====== ===== =====
Diluted earnings (loss) per share $(.20) $ (.55) $(.15) $(.11)
===== ====== ===== =====
5
NOTE 3/RESTRUCTURING CHARGE
In the second quarter of 2000, the Company recorded a restructuring charge of
$23.3 million. The charge is the result of realigning geographic divisions to
improve responsiveness to local markets, exiting non-core businesses and
centralizing administrative services to achieve economies of scale. Included in
the charge is severance for 319 employees. There are no employees remaining to
be separated from the Company as a result of the restructuring initiative. The
balance related to employee costs at June 30, 2001 will be paid through mid-2002
pursuant to severance agreements with certain former employees. Details of the
restructuring charge are as follows:
Restructuring Balance at
(In millions) Charge Utilized June 30, 2001
- -------------------------------------------------------------------------
Write-down of long-lived assets $ 9.3 $ 9.3 $ -
Employee costs 7.4 6.6 0.8
Tenancy costs and other 6.6 1.5 5.1
- -------------------------------------------------------------------------
$23.3 $17.4 $5.9
The restructuring actions were substantially completed by December 31, 2000.
NOTE 4/ACCOUNTS RECEIVABLE SECURITIZATION
On March 29, 2001, the Company and certain of its subsidiaries completed
arrangements for a $250 million 364-day trade receivables securitization
facility with a group of financial institutions. The Company formed a special-
purpose, wholly-owned, bankruptcy-remote subsidiary (Ryerson Tull Receivables
LLC) for the sole purpose of buying receivables of certain subsidiaries of the
Company and selling an undivided interest in all eligible trade accounts
receivable to certain commercial paper conduits. This securitization facility
includes substantially all of the Company's accounts receivable. Fundings under
the facility are limited to the lesser of a funding base, comprised of eligible
receivables, or $250 million.
Sales of accounts receivable are reflected as a reduction of "receivables less
provisions for allowances, claims and doubtful accounts" in the Consolidated
Balance Sheet and the proceeds received are included in cash flows from
operating activities in the Consolidated Statement of Cash Flows. Sales proceeds
from the receivables are less than the face amount of accounts receivable sold
by an amount equal to a discount on sale that approximates the conduits'
financing cost of issuing their own commercial paper, which is backed by their
ownership interests in the accounts receivable sold by the special purpose
subsidiary, plus an agreed upon margin. These costs are charged to "other
revenue and expense, net" in the Consolidated Statement of Operations.
Generally, the facility provides that as payments are collected from the sold
accounts receivable, the special purpose vehicle may elect to have the
commercial paper conduits reinvest the proceeds in new accounts receivable. The
commercial paper conduits, in addition to their rights to collect payments from
that portion of the interests in the accounts receivable owned by them, also
have rights to collect payments from that portion of the ownership interest in
the accounts receivable that is owned by the
6
special purpose vehicle. In calculating the fair market value of the Company's
retained interest in the receivables, the book value of the receivables
represented the best estimate of the fair market value due to the current nature
of these receivables. The facility, which expires March 28, 2002, requires the
Company to comply with various affirmative or negative covenants and requires
early amortization if the special-purpose subsidiary does not maintain a minimum
equity requirement. The facility also terminates on the occurrence and failure
to cure certain events, including, among other things, any failure of the
special-purpose subsidiary to maintain certain ratios related to the
collectability of the receivables, or the Company's failure to maintain long-
term unsecured debt ratings of at least B by Standard and Poor's and B2 by
Moody's.
The table below summarizes certain cash flows from and paid to securitization
trusts ($ in millions):
Six Months Ended
June 30 2001
----------------
Proceeds from new securitizations $200
Proceeds from collections reinvested $414
During the second quarter of 2001, the Company incurred costs of $4.5 million on
the sale of its receivables.
NOTE 5/DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company adopted Financial Accounting Standards Board ("FASB") Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities," in the
first quarter of 2001. The Company currently is not involved with derivative
instruments or hedging activity as addressed in the Statement. In the past the
Company had only limited involvement with hedges and did not use derivative
financial instruments for speculative or trading purposes.
NOTE 6/ISC/ISPAT SALE CONTINGENCIES
On May 29, 2001, the Company settled a number of disputes with Ispat that had
arisen under the May 27, 1998 Merger Agreement among Ispat International N.V.,
Inland Merger Sub, Inc., Inland Steel Industries (the predecessor of the Company
and the former owner of Ispat Inland), and Inland Steel Company (the predecessor
of Ispat Inland). The settled disputes included Ispat's claim against the
Company for indemnification in connection with the resolution of a federal
lawsuit and investigation relating to the sale of polymer-coated steel by Ispat
Inland to a culvert fabricator for use in highway construction projects in
Louisiana and other claims, but excluded environmental claims, for which Ispat
may make claims until July 2003. Pursuant to the May 29, 2001 settlement, the
Company paid $7.5 million to Ispat and the parties released certain claims each
had against the other. At year-end 2000, the Company recorded a $7.5 million
pretax charge for the potential exposure related to the Louisiana proceedings.
NOTE 7/SUBSEQUENT EVENTS
In July 2001, the Company amended its $150 million bank revolving credit
facility, replacing it with a $175 million revolving credit facility, secured by
inventory, that extends until July 19, 2004. At July 19, 2001, $40 million
dollars of the facility was not available for borrowing. Of that $40 million,
$15 million will become available if the Company meets certain financial ratios
and the remainder will
7
become available upon consent of all the lenders.
On July 16, 2001, the Company paid the $142 million outstanding balance of its
8-1/2% Notes that matured on that date.
8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations - Comparison of Second Quarter 2001 to Second Quarter 2000
- --------------------------------------------------------------------------------
For the second quarter of 2001, the Company reported a consolidated net loss of
$4.9 million, or 20 cents per diluted share, as compared with a consolidated net
loss of $13.6 million, or 55 cents per diluted share, in the year-ago quarter.
Included in the second quarter 2001 results is a $1.0 million charge for the
write-off of the Company's investment in MetalSite, Inc., which was an Internet
marketplace for steel that halted commercial operations in the second quarter
2001. Included in the second quarter 2000 results was a pretax restructuring
charge of $23.3 million, or 67 cents per share. Excluding this charge, the
Company earned 12 cents per diluted share in the second quarter of 2000.
Net sales for the second quarter of 2001 decreased 23 percent to $582.6 million
from the same period a year ago due to the continuation of the slowdown in the
metal-using sector of the economy that started in the second half of 2000.
Volume decreased 17 percent while average selling price decreased 8 percent.
Gross profit margin increased to 20.5 percent in the current quarter from 19.7
percent a year ago. However, gross profit per ton declined to $163 in the second
quarter of 2001 from $170 in the year-ago quarter due to the decline in average
selling price. Expenses, defined as operating expenses plus depreciation and
amortization and excluding the MetalSite write-off, increased to $162 per ton in
the second quarter of 2001 from $155 per ton in the second quarter of 2000
mainly due to the decline in volume. Reflecting weakness in volume and selling
price, operating profit per ton for the second quarter of 2001 declined to $1
per ton from $15 per ton a year ago.
In the quarter, the operating loss of $0.6 million was a decrease of $14.1
million from an operating profit of $13.5 million in the year ago period,
excluding the restructuring charge in the second quarter of 2000.
Results of Operations - Comparison of First Six Months 2001 to First Six Months
- -------------------------------------------------------------------------------
2000
- ----
For the first six months of 2001, the Company reported a consolidated net loss
of $3.6 million, or 15 cents per diluted share, as compared with a net loss of
$2.6 million, or 11 cents per diluted share, in the year-ago period. Included
in the first six months of 2001 results was a pretax loss of $1.0 million for
the write-off of the Company's investment in MetalSite, Inc. and a pretax gain
of $1.3 million on the sale of a facility in Minneapolis, Minnesota. Net income
in the year-ago period included restructuring and plant closure charges of $27.8
million and a $4.4 million pretax pension curtailment gain.
Net sales of $1.2 billion decreased 21 percent from the first six months of 2000
as volume decreased 16 percent and selling prices decreased 6 percent.
Excluding the MetalSite write-off and the gain on sale in 2001 and the
restructuring and plant closure costs and the pension curtailment gain in 2000,
operating profit decreased 79 percent to $8.6 million from $40.5 million in the
year-ago period.
9
Liquidity and Financing
- ------------------------
The Company had cash and cash equivalents at June 30, 2001 of $176.2 million,
compared to $23.8 million at December 31, 2000. At June 30, 2001, the Company
had $200 million in outstanding fundings under its $250 million trade
receivables facility and no outstanding short-term borrowings under the
Company's $150 million credit facility.
At June 30, 2001, the Company had a committed bank revolving credit facility of
$150 million that extended until September 5, 2002. In July 2001, the Company
amended its $150 million bank revolving credit facility, replacing it with a
$175 million revolving credit facility, secured by inventory, that extends until
July 19, 2004. At July 19, 2001, $40 million dollars of the facility was not
available for borrowing. Of that $40 million, $15 million will become available
if the Company meets certain financial ratios and the remainder will become
available upon consent of all the lenders. Letters of credit can be issued under
the facility and reduce the amount available for borrowing. The facility
contains covenants that, among other things, restrict the payment of dividends,
the amount of capital stock repurchases, the creation of certain kinds of
secured indebtedness and of certain kinds of subsidiary debt, take or pay
contracts, transactions with affiliates, mergers and consolidations, and sales
of assets. The facility also contains certain financial covenants, including
covenants regarding net worth and the Company's debt-to-capital ratio.
As a condition of completing the ISC/Ispat Transaction, Ispat, ISC and the
Company entered into an agreement with the Pension Benefit Guaranty Corporation
("PBGC") to provide certain financial commitments to reduce the underfunding of
the ISC Pension Plan on a termination basis. These obligations include a
guaranty of $50 million to the PBGC in the event of a distress or involuntary
termination of the ISC Pension Plan (now the Ispat Inland, Inc. Pension Plan).
The agreement also required the Company to provide collateral for its guarantee
in the event of a downgrade of the Company's unsecured debt rating below
specified levels. On May 1, 2001, Moody's Investors Services reduced its rating
on such unsecured debt to Ba3. In July 2001, the Company provided a letter of
credit secured by collateral to the PBGC under the amended credit facility
discussed above.
The Company has a 364-day $250 million trade receivables securitization
facility, in connection with which it formed a special-purpose subsidiary for
the sole purpose of buying receivables of certain subsidiaries of the Company
and selling an undivided interest in all eligible receivables to certain
commercial paper conduits. Fundings under the facility are limited to the lesser
of a funding base, comprised of eligible receivables, or $250 million. At June
30, 2001, the Company had $200 million in outstanding fundings. The facility,
which expires March 28, 2002, requires the Company to comply with various
affirmative and negative covenants. The facility requires early amortization if
the special-purpose subsidiary does not maintain a minimum equity requirement
and terminates on the occurrence and failure to cure certain events, including,
among other things, any failure of the special-purpose subsidiary to maintain
certain ratios related to the collectability of the receivables and the
Company's failure to maintain long-term unsecured debt ratings of at least B by
Standard and Poor's and B2 by Moody's.
The indenture under which $250 million of debt was issued in 1996 ("RT Notes")
contains covenants limiting, among other things, the creation of certain types
of secured indebtedness, sale and leaseback transactions, the repurchase of
capital stock, transactions with affiliates and mergers, consolidations and
certain sales of assets. In addition, the RT Notes restrict the payment of
dividends, although to a lesser extent than the credit facility described above.
On July 16, 2001, the Company paid the $142
10
million outstanding balance of its 8-1/2% Notes that matured on that date. $100
million of the Company's 9-1/8% Notes due July 15, 2006 remain outstanding.
At June 30, 2001, assuming each of the Company's current facilities existed,
under the most restrictive covenants contained in these loan agreements, the
Company could have paid a maximum $10 million in dividends or repurchased $3
million in stock. At July 31, 2001, the same maximum amounts were allowed.
ISC/Ispat Sale Contingencies
- ----------------------------
On May 29, 2001, the Company settled a number of disputes with Ispat that had
arisen under the May 27, 1998 Merger Agreement among Ispat International N.V.,
Inland Merger Sub, Inc., Inland Steel Industries (the predecessor of the Company
and the former owner of Ispat Inland), and Inland Steel Company (the predecessor
of Ispat Inland). The settled disputes included Ispat's claim against the
Company for indemnification in connection with the resolution of a federal
lawsuit and investigation relating to the sale of polymer-coated steel by Ispat
Inland to a culvert fabricator for use in highway construction projects in
Louisiana and other claims, but excluded environmental claims, for which Ispat
may make claims until July 2003. Pursuant to the May 29, 2001 settlement, the
Company paid $7.5 million to Ispat and the parties released certain claims each
had against the other. At year-end 2000, the Company recorded a $7.5 million
pretax charge for the potential exposure related to the Louisiana proceedings.
Other Matters
- -------------
In March 2000, the Company and Altos Hornos de Mexico, S.A. de C.V. ("AHMSA")
entered into an agreement to sell the Company's 50 percent interest in their
joint venture to AHMSA for $15 million, with payment due in July 2000. The
Company and AHMSA finalized the terms of payment for the sale in June 2001. The
terms transferred ownership of the joint venture's Guadalajara facility to the
Company; and AHMSA entered into a supply agreement to provide the Company with
inventory for the remainder of the purchase price.
11
PART II. OTHER INFORMATION
---------------------------
Item 6. Exhibits and Report on Form 8-K
(a) 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.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
second quarter of 2001.
12
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 TULL, INC.
By: /s/ Lily L. May
------------------------
Lily L. May
Controller and
Chief Accounting Officer
Date: August 13, 2001
13
Part I -- Schedule A
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
SUMMARY OF STOCKHOLDERS' EQUITY
======================================================================================================================
Dollars in Millions
-------------------
June 30, 2001 December 31, 2000
------------------- -----------------
(unaudited)
STOCKHOLDERS' EQUITY
- -----------------------------------------------
Series A preferred stock ($1 par value)
- 80,334 shares and 80,506 shares issued
and outstanding as of June 30, 2001 $ 0.1 $ 0.1
and December 31, 2000, respectively
Common stock ($1 par value)
- 50,556,350 shares issued
as of June 30, 2001 and December 31, 2000 50.6 50.6
Capital in excess of par value 862.6 862.8
Retained earnings
Balance beginning of year $506.8 $541.8
Net income (3.6) (29.9)
Dividends
Series A preferred stock -
$1.20 per share in 2001 and
$2.40 per share in 2000 (0.1) (0.2)
Common Stock -
$ .10 per share in 2001 and
$ .20 per share in 2000 (2.5) 500.6 (4.9) 506.8
----- --------
Restricted stock awards (0.1) (0.2)
Treasury stock, at cost
- 25,771,629 as of June 30, 2001 and
25,782,477 as of December 31, 2000 (753.8) (754.1)
Accumulated other comprehensive income (4.9) (4.3)
------- -------
Total Stockholders' Equity $ 655.1 $ 661.7
======= =======
14
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
3.1 Copy of Certificate of Incorporation, as amended, of Ryerson Tull. (Filed as Exhibit 3.(i) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-9117), and
incorporated by reference herein.)
3.2 By-Laws, as amended. (Filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1999 (File No. 1-9117), and incorporated by reference herein.)
4.1 Certificate of Designations, Preferences and Rights of Series A $2.40 Cumulative Convertible Preferred
Stock of Ryerson Tull. (Filed as part of Exhibit B to the definitive Proxy Statement of Inland Steel
Company dated March 21, 1986 that was furnished to stockholders in connection with the annual meeting
held April 23, 1986 (File No. 1-2438), and incorporated by reference herein.)
4.2 Certificate of Designation, Preferences and Rights of Series D Junior Participating Preferred Stock of
Ryerson Tull. (Filed as Exhibit 4-D to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1987 (File No. 1-9117), and incorporated by reference herein.)
4.3 Rights Agreement, dated as of November 25, 1997, as amended and restated as of September 22, 1999,
between Ryerson Tull and Harris Trust and Savings Bank, as Rights Agent. (Filed as Exhibit 4.1 to the
Company's amended Registration Statement on Form 8-A/A-2 filed on October 6, 1999 (File No. 1-9117),
and incorporated by reference herein.)
4.4 Indenture, dated as of July 1, 1996, between Pre-merger Ryerson Tull and The Bank of New York. (Filed
as Exhibit 4.1 to Pre-merger Ryerson Tull's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 (File No. 1-11767), and incorporated by reference herein.)
4.5 First Supplemental Indenture, dated as of February 25, 1999, between Ryerson Tull and The Bank of New
York. (Filed as Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended December 31,
1998 (File No. 1-9117), and incorporated by reference herein.)
4.6 Specimen of 9% Notes due July 15, 2006. (Filed as Exhibit 4.7 to the Company's Annual Report on Form
10-K for the year ended December 31, 1998 (File No. 1-9117), and incorporated by reference herein.)
[The registrant hereby agrees to provide a copy of any other agreement relating to long-term debt at
the request of the Commission.]
10.1* Ryerson Tull Annual Incentive Plan, as amended. (Filed as Exhibit 10.18 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000 (File No. 1-9117), and incorporated by
reference herein.)
10.2* Ryerson Tull 1999 Incentive Stock Plan, as amended. (Filed as Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-9117), and incorporated by
reference herein.)
10.3* Ryerson Tull 1996 Incentive Stock Plan, as amended. (Filed as Exhibit 10.14 to Pre-merger Ryerson Tull
Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-11767), and incorporated by
reference herein.)
10.4* Ryerson Tull 1995 Incentive Stock Plan, as amended. (Filed as Exhibit 10.E to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 (File No. 1-9117), and incorporated by
reference herein.)
15
Exhibit
Number Description
- ------- -----------
10.5* Ryerson Tull 1992 Incentive Stock Plan, as amended. (Filed as Exhibit 10.C to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 1-9117), and incorporated by
reference herein.)
10.6* Ryerson Tull Supplemental Retirement Plan for Covered Employees, as amended. (Filed as Exhibit 10.1 to
Pre-merger Ryerson Tull's Form 10-Q for the quarter ended September 30, 1997 (File No. 1-11767), and
incorporated by reference herein.)
10.7* Ryerson Tull Nonqualified Savings Plan, effective January 1, 1998. (Filed as Exhibit 10.S.(2) to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 1-9117), and
incorporated by reference herein.)
10.8* Outside Directors Accident Insurance Policy. (Filed as Exhibit 10.12 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-9117), and incorporated by reference
herein.)
10.9* Ryerson Tull Directors' 1999 Stock Option Plan. (Filed as Exhibit 10.19 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1998 (File No. 1-9117), and incorporated by reference
herein.)
10.10* Ryerson Tull Directors' Compensation Plan, as amended. (Filed as Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the year ended December 31, 2000 (File No. 1-9117), and incorporate by
reference herein.)
10.11* Form of Severance Agreement, dated January 28, 1998, between the Company and each of the four executive
officers of the Company identified on the exhibit relating to terms and conditions of termination of
employment following a change in control of the Company. (Filed as Exhibit 10.R to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 1-9117), and incorporated by
reference herein.)
10.12* Amendment dated November 6, 1998 to the Severance Agreement dated January 28, 1998 referred to in
Exhibit 10.11 above between the Company and Jay M. Gratz. (Filed as Exhibit 10.23 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-9117), and incorporated by
reference herein.)
10.13* Amendment dated June 30, 2000 to the Severance Agreement dated January 28, 1998 referred to in Exhibit
10.11 between the Company and Jay M. Gratz. (Filed as Exhibit 10.14 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2000 (File No. 1-9117), and incorporated by reference
herein.)
10.14* Form of Change in Control Agreement between the Company and the parties listed on the schedule thereto.
(Filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31,
1998 (File No. 1-9117), and incorporated by reference herein.)
10.15* Form of Change in Control Agreement between the Company and the party listed on the schedule thereto.
(Filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31,
1998 (File No. 1-9117), and is incorporated by reference herein.)
10.16* Schedule to Change in Control Agreement as referred to in Exhibit 10.15 (Filed as Exhibit 10.18 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (File No. 1-9117), and
incorporated by reference herein.)
10.17* Employment Agreement dated September 1, 1999 between the Company and Jay M. Gratz. (Filed as Exhibit
10.22 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No.
1-9117), and incorporated by reference herein.)
10.18* Employment Agreement dated September 1, 1999 between the Company and Gary J. Niederpruem. (Filed as
Exhibit 10.23 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999
(File No. 1-9117), and incorporated by reference herein.)
16
Exhibit
Number Description
- ------- -----------
10.19* Employment Agreement dated December 1, 1999 between the Company and
Neil S. Novich. (Filed as Exhibit 10.19 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1999 (File No.
1-9117), and incorporated by reference herein.)
10.20* Confidentiality and Non-Competition Agreement dated July 1, 1999
between the Company and Stephen E. Makarewicz. (Filed as Exhibit
10.24 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 (File No. 1-9117), and incorporated by
reference herein.)
10.21* Employment Agreement dated as of May 29, 2000 between the Company
and Thomas S. Cygan. (Filed as Exhibit 10.25 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000
(File No. 1-9117), and incorporated by reference herein.)
- ----------------
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to the Company's Annual Report on Form 10-K.
17