UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2023

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 001-34735

RYERSON HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	26-1251524
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

227 W. Monroe St., 27th Floor

Chicago, Illinois 60606

(Address of principal executive offices)

(312) 292-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☒	Emerging growth company	☐
Non-accelerated filer	☐	Smaller reporting company	☐

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

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

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 April 26, 2023, there were 35,768,337 shares of Common Stock, par value $0.01 per share, outstanding.

RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

INDEX

			PAGE NO.
Part I. Financial Information:
	Item 1.	Financial Statements:
		Condensed Consolidated Statements of Comprehensive Income (Unaudited)—Three Months Ended March 31, 2023 and 2022	3
		Condensed Consolidated Statements of Cash Flows (Unaudited)—Three Months Ended March 31, 2023 and 2022	4
		Condensed Consolidated Balance Sheets—March 31, 2023 (Unaudited) and December 31, 2022	5
		Notes to Condensed Consolidated Financial Statements (Unaudited)	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
	Item 4.	Controls and Procedures	29
Part II. Other Information:
	Item 1.	Legal Proceedings	30
	Item 1A.	Risk Factors	30
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
	Item 3.	Defaults Upon Senior Securities	30
	Item 4.	Mine Safety Disclosures	30
	Item 5.	Other Information	30
	Item 6.	Exhibits	31
Signature			32

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In millions, except per share data)

	Three Months Ended
	March 31,
	2023			2022
Net sales	$	1,406.1		$	1,748.8
Cost of materials sold		1,141.9			1,338.7
Gross profit		264.2			410.1
Warehousing, delivery, selling, general, and administrative		194.2			175.3
Operating profit		70.0			234.8
Other income and (expense), net		(0.1	)		(5.7	)
Interest and other expense on debt		(7.6	)		(10.3	)
Income before income taxes		62.3			218.8
Provision for income taxes		14.8			55.0
Net income		47.5			163.8
Less: Net income attributable to noncontrolling interest		0.2			0.2
Net income attributable to Ryerson Holding Corporation	$	47.3		$	163.6
Comprehensive income	$	48.2		$	166.7
Less: Comprehensive income attributable to noncontrolling interest		0.1			0.2
Comprehensive income attributable to Ryerson Holding Corporation	$	48.1		$	166.5
Basic earnings per share	$	1.30		$	4.26
Diluted earnings per share	$	1.27		$	4.17
Dividends declared per share	$	0.17		$	0.10

See Notes to Condensed Consolidated Financial Statements.

3

RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)

	Three Months Ended
	March 31,
	2023			2022
Operating activities:
Net income	$	47.5		$	163.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		13.7			13.5
Stock-based compensation		2.5			1.3
Deferred income taxes		4.5			0.9
Provision for allowances, claims, and doubtful accounts		1.6			1.9
Pension settlement charge		—			0.1
Loss on retirement of debt		—			5.3
Non-cash gain from derivatives		(6.4	)		(10.3	)
Other items		—			(0.5	)
Change in operating assets and liabilities:
Receivables		(94.8	)		(157.1	)
Inventories		89.3			(5.9	)
Other assets and liabilities		(4.2	)		(8.9	)
Accounts payable		59.0			87.4
Accrued liabilities		(33.1	)		(28.3	)
Accrued taxes payable/receivable		7.6			23.2
Deferred employee benefit costs		(6.8	)		(3.9	)
Net adjustments		32.9			(81.3	)
Net cash provided by operating activities		80.4			82.5
Investing activities:
Acquisitions, net of cash acquired		(38.9	)		(3.0	)
Capital expenditures		(27.8	)		(18.8	)
Proceeds from sale of property, plant, and equipment		—			1.0
Net cash used in investing activities		(66.7	)		(20.8	)
Financing activities:
Repayment of debt		(0.4	)		(68.8	)
Net proceeds (repayments) of short-term borrowings		28.3			(26.1	)
Net increase in book overdrafts		22.9			33.6
Principal payments on finance lease obligations		(1.5	)		(2.5	)
Dividends paid to shareholders		(6.0	)		(3.8	)
Share repurchases		(53.2	)		(0.5	)
Net cash used in financing activities		(9.9	)		(68.1	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		3.8			(6.4	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		0.7			(0.2	)
Net change in cash, cash equivalents, and restricted cash		4.5			(6.6	)
Cash, cash equivalents, and restricted cash—beginning of period		40.5			52.4
Cash, cash equivalents, and restricted cash—end of period	$	45.0		$	45.8
Supplemental disclosures:
Cash paid during the period for:
Interest paid to third parties, net	$	6.1		$	16.1
Income taxes, net		2.0			31.7
Noncash investing activities:
Asset additions under operating leases		13.4			2.1
Asset additions under finance leases and sale-leasebacks		—			2.0

See Notes to Condensed Consolidated Financial Statements.

4

RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

Condensed Consolidated Balance Sheets

(In millions, except shares and per share data)

	March 31,			December 31,
	2023			2022
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	43.7		$	39.2
Restricted cash		1.3			1.3
Receivables less provisions of $3.3 at March 31, 2023 and $3.2 at December 31, 2022		615.4			514.4
Inventories		710.7			798.5
Prepaid expenses and other current assets		85.4			88.2
Total current assets		1,456.5			1,441.6
Property, plant, and equipment, at cost		938.3			898.6
Less: Accumulated depreciation		451.9			440.2
Property, plant, and equipment, net		486.4			458.4
Operating lease assets		244.8			240.5
Other intangible assets		64.3			50.9
Goodwill		135.1			129.2
Deferred charges and other assets		14.4			13.7
Total assets	$	2,401.5		$	2,334.3
Liabilities
Current liabilities:
Accounts payable	$	522.1		$	438.4
Salaries, wages, and commissions		37.3			67.3
Other accrued liabilities		71.1			77.7
Short-term debt		4.0			5.8
Current portion of operating lease liabilities		26.1			25.2
Current portion of deferred employee benefits		4.8			4.8
Total current liabilities		665.4			619.2
Long-term debt		391.1			361.2
Deferred employee benefits		112.2			118.0
Noncurrent operating lease liabilities		219.3			215.1
Deferred income taxes		119.2			113.5
Other noncurrent liabilities		13.3			14.3
Total liabilities		1,520.5			1,441.3
Commitments and contingencies
Equity
Ryerson Holding Corporation stockholders’ equity:
Preferred stock, $0.01 par value; 7,000,000 shares authorized; no shares issued and outstanding at March 31, 2023 and December 31, 2022		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized; 39,449,009 and 39,059,198 shares issued at March 31, 2023 and December 31, 2022, respectively		0.4			0.4
Capital in excess of par value		400.3			397.7
Retained earnings		733.8			692.5
Treasury stock at cost – Common stock of 3,678,554  and 2,070,654 shares at March 31, 2023 and December 31, 2022, respectively		(117.9	)		(61.1	)
Accumulated other comprehensive loss		(143.6	)		(144.4	)
Total Ryerson Holding Corporation stockholders’ equity		873.0			885.1
Noncontrolling interest		8.0			7.9
Total equity		881.0			893.0
Total liabilities and equity	$	2,401.5		$	2,334.3

See Notes to Condensed Consolidated Financial Statements.

5

RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1: FINANCIAL STATEMENTS

Ryerson Holding Corporation (“Ryerson Holding”), a Delaware corporation, is the parent company of Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), a Delaware corporation. Affiliates of Platinum Equity, LLC (“Platinum”) own approximately 11,924,478 shares of our common stock, which is approximately 33% of our outstanding common stock. On February 28, 2023, Platinum sold 2,486,580 shares of its common stock through an underwritten secondary offering. Concurrently, Ryerson Holding completed a share repurchase from Platinum of 1,513,420 shares of common stock. See Note 11: Stockholders’ Equity for further information.

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

Results of operations for any interim period are not necessarily indicative of results of any future periods or for the year. The condensed consolidated financial statements as of March 31, 2023 and for the three months ended March 31, 2023 and 2022 are unaudited, but in the opinion of management, include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods. The year-end condensed consolidated balance sheet data contained in this report was derived from audited financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles (“GAAP”). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS

Impact of Recently Issued Accounting Standards—Adopted

No accounting pronouncements have been issued that impact our financial statements.

Impact of Recently Issued Accounting Standards—Not Yet Adopted

We consider the applicability and impact of all Accounting Standard Updates (“ASUs”). We assessed the ASUs and determined that they either were not applicable or were not expected to have a material impact on our financial statements. Therefore, there are no accounting pronouncements have been issued that we have not yet adopted.

NOTE 3: CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the beginning and ending cash balances shown in the Condensed Consolidated Statements of Cash Flows:

	March 31,		December 31,
	2023		2022
	(In millions)
Cash and cash equivalents	$	43.7	$	39.2
Restricted cash		1.3		1.3
Total cash, cash equivalents, and restricted cash	$	45.0	$	40.5

We have cash restricted for the purposes of covering letters of credit that can be presented for potential insurance claims.

6

NOTE 4: INVENTORIES

The Company primarily uses the last-in, first-out (LIFO) method of valuing inventory. Interim LIFO calculations are based on projections of expected year-end inventory levels and costs. The year-end projection is then allocated to the interim quarters on a pro-rata basis. Year-end LIFO calculations are based on actual inventory levels and costs.

Inventories, at stated LIFO value, were classified at March 31, 2023 and December 31, 2022 as follows:

	March 31,		December 31,
	2023		2022
	(In millions)
In process and finished products	$	710.7	$	798.5

If current cost had been used to value inventories, such inventories would have been $249 million and $245 million higher than reported at March 31, 2023 and December 31, 2022, respectively. Approximately 88% and 90% of inventories are accounted for under the LIFO method at March 31, 2023 and December 31, 2022, respectively. Non-LIFO inventories consist primarily of inventory at our foreign facilities using the moving average cost and the specific cost methods. Substantially all of our inventories consist of finished products.

The Company has consignment inventory at certain customer locations, which totaled $7.9 million and $7.4 million at March 31, 2023 and December 31, 2022, respectively.

NOTE 5: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $135.1 million and $129.2 million at March 31, 2023 and December 31, 2022, respectively. We recognized $5.9 million of additional goodwill during the first three months of 2023 related to the BLP Holdings, LLC ("BLP") acquisition, see Note 6: Acquisitions for further information, and adjustments to purchase accounting related to certain 2022 acquisitions.

Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, “Intangibles – Goodwill and Other,” we review the recoverability of goodwill annually as of October 1 or whenever significant events or changes occur which might impair the recovery of recorded amounts. The most recently completed impairment test of goodwill was performed as of October 1, 2022, and it was determined that no impairment existed.

Other intangible assets with finite useful lives continue to be amortized over their useful lives. We recorded an additional $15.4 million of intangible assets during the first three months of 2023. See Note 6: Acquisitions for further information. We review the recoverability of our long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.

NOTE 6: ACQUISITIONS

On November 1, 2022, JT Ryerson paid $31.8 million to acquire Excelsior, Inc. (“Excelsior”). In the three months ended March 31, 2023, JT Ryerson paid an additional $0.4 million related to the net working capital adjustment.

On March 1, 2023, JT Ryerson paid $38.5 million to acquire BLP. Based out of Houston, Texas, BLP is comprised of three divisions: Absolute Metal Products, Metal Cutting Specialists, and Houston Water Jet, serving various industries such as oil and gas, aerospace, telecommunications, and structural fabrication. BLP provides complex fabrication services in addition to toll processing, including saw cutting, machining, and water jet cutting, which will add to Ryerson's value-add processing capabilities. This acquisition is not material to our consolidated financial statements. The company has not yet finalized the process of measuring the fair value of assets acquired and liabilities assumed in accordance with ASC 805, "Business Combinations" as of March 31, 2023 due to the timing of the acquisition in relation to the reporting date.

7

NOTE 7: LONG-TERM DEBT

Long-term debt consisted of the following at March 31, 2023 and December 31, 2022:

	March 31,			December 31,
	2023			2022
	(In millions)
Ryerson Credit Facility	$	395.0		$	365.0
Foreign debt		2.2			4.0
Other debt		3.6			4.0
Unamortized debt issuance costs and discounts		(5.7	)		(6.0	)
Total debt		395.1			367.0
Less: Short-term foreign debt		2.2			4.0
Less: Other short-term debt		1.8			1.8
Total long-term debt	$	391.1		$	361.2

Ryerson Credit Facility

On June 29, 2022 Ryerson entered into a fifth amendment of its revolving credit facility to among other things, increase the facility size from $1.0 billion to $1.3 billion and to extend the maturity date from November 5, 2025 to June 29, 2027 (as amended, the “Ryerson Credit Facility” or “Credit Facility”). This fifth amendment maintains the ability to convert up to $100 million of commitments under the Ryerson Credit Facility into a “first-in, last-out” sub-facility (the “FILO Facility”). Subject to certain limitations, such conversion can be made from time to time (but no more than twice in the aggregate) prior to the date that is two years after June 29, 2022.

At March 31, 2023, Ryerson had $395.0 million of outstanding borrowings, $14 million of letters of credit issued, and $766 million available under the Ryerson Credit Facility compared to $365.0 million of outstanding borrowings, $16 million of letters of credit issued, and $826 million available at December 31, 2022. Total credit availability is limited by the amount of eligible accounts receivable, inventory, and qualified cash pledged as collateral under the agreement insofar as Ryerson is subject to a borrowing base comprised of the aggregate of these three amounts, less applicable reserves. Eligible accounts receivable, at any date of determination, is comprised of the aggregate value of all accounts directly created by a borrower in the ordinary course of business arising out of the sale of goods or the rendering of services, each of which has been invoiced, with such receivables adjusted to exclude various ineligible accounts, including, among other things, those to which a borrower (or guarantor, as applicable) does not have sole and absolute title and accounts arising out of a sale to an employee, officer, director, or affiliate of a borrower (or guarantor, as applicable). Eligible inventory, at any date of determination, is comprised of the net orderly liquidation value of all inventory owned by a borrower. Qualified cash consists of cash in an eligible deposit account that is subject to customary restrictions and liens in favor of the lenders.

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

At times, we may attempt to minimize interest rate risk exposure through the utilization of interest rate swaps, which are derivative financial instruments. In June 2019, we entered into an interest rate swap to fix interest on $60 million of our floating rate debt under the Ryerson Credit Facility at a LIBOR rate of 1.729% which matured in June 2022. Additionally, in November 2019, we entered into a second interest rate swap to fix interest on $100 million of our floating rate debt under the Ryerson Credit Facility at a LIBOR rate of 1.539% through November 2022. In August 2022, the second interest swap was terminated, as such, we had no interest rate swap instruments outstanding as of March 31, 2023 and December 31, 2022.

The weighted average interest rate on the outstanding borrowings under the Ryerson Credit Facility was 6.0% and 5.6% at March 31, 2023 and December 31, 2022, respectively.

8

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

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

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

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

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

2022 and 2028 Notes

On July 22, 2020, JT Ryerson issued $500 million in aggregate principal amount of its 2028 Senior Secured Notes. The Company completed a series of repurchases and redemptions between the fourth quarter of 2020 and the third quarter of 2022, in which the entire principal balance of the 2028 Notes was repaid, bringing the balance to zero as of December 31, 2022.

During the first three months of 2022, a principal amount of $63.1 million of the 2028 Notes were repurchased for $68.4 million and retired, resulting in the recognition of a $5.3 million loss within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income. Debt issuance costs of $1.0 million were written off associated with the repurchases and recognized within interest expense.

Foreign Debt

As of March 31, 2023, Ryerson China had no credit facility borrowings outstanding. The debt balance of $2.2 million was related to letter of credit drawdowns at Ryerson China that incur service charges (an initiation fee ranging between 0.25% and 0.30% and a redemption fee ranging between zero and 0.125% per month), rather than interest. These balances are secured by Ryerson China's property, plant, and equipment. At December 31, 2022, Ryerson China’s foreign borrowings were $4.0 million, which were owed to banks in Asia at a weighted average interest rate of 3.6% per annum and secured by inventory and property, plant, and equipment.

Availability under the foreign credit lines was $46 million and $44 million at March 31, 2023 and December 31, 2022, respectively. Letters of credit issued by our foreign subsidiaries were $1 million and $4 million at March 31, 2023 and December 31, 2022, respectively.

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NOTE 8: EMPLOYEE BENEFITS

The following table summarizes the components of net periodic benefit cost (credit) for the Ryerson pension plans and postretirement benefit plans other than pension:

	Three Months Ended March 31,
	Pension Benefits						Other Benefits
	2023			2022			2023			2022
	(In millions)
Components of net periodic benefit cost (credit)
Service cost	$	0.4		$	0.7		$	—		$	0.1
Interest cost		4.1			2.5			0.5			0.3
Expected return on assets		(4.1	)		(3.4	)		—			—
Settlement charge (credit)		—			0.1			—			—
Recognized actuarial (gain) loss		1.1			2.0			(2.1	)		(1.5	)
Amortization of prior service credit		—			—			—			—
Net periodic benefit cost (credit)	$	1.5		$	1.9		$	(1.6	)	$	(1.1	)

Components of net periodic benefit cost (credit), excluding service cost, are included in Other income and (expense), net in our Condensed Consolidated Statement of Comprehensive Income.

The Company contributed $5.8 million to the pension plan funds through the three months ended March 31, 2023, and anticipates that it will have a minimum required pension contribution funding of approximately $3.1 million for the remaining nine months of 2023. The expected future contributions reflect pension funding relief measures under the American Rescue Plan Act (“ARPA”) passed in March 2021.

NOTE 9: COMMITMENTS AND CONTINGENCIES

In October 2011, the United States Environmental Protection Agency (the “EPA”) named JT Ryerson as one of more than 100 businesses that may be a potentially responsible party (“PRP”) for the Portland Harbor Superfund Site (the “PHS Site”). In 2017, the EPA issued its Record of Decision (“ROD”) for the site, which provides for a combination of dredging, capping, and enhanced natural recovery that would take approximately thirteen years to construct plus additional time for monitored natural recovery, at an estimated present value cost of $1.05 billion. An allocation of costs of remediation among the various PRPs is not anticipated until 2024 or 2025. All dates included herein are subject to change.

One hundred percent of the PHS Site is currently in the active remedial design phase, with plans being developed by various members of the Portland Harbor Participation and Common Interest Group (“PCI Group”). Neither the EPA nor any other party has asked JT Ryerson to participate in the remedial design phase. The EPA did include Schnitzer Steel, which is developing a remedial design plan for the area which includes the area where the former JT Ryerson facilities were located. Schnitzer Steel has indicated that JT Ryerson was not a significant contributor of any contaminants of concern.

The Allocation Team of the PCI Group will prepare a proposed Joint Preliminary Allocation Report (“JPAR”) relating to the allocation of costs among the PRPs. The current timeline projects that the final JPAR will be issued by the end of 2024, at which point a six-month mediation period will commence. All PRPs, including JT Ryerson, are expected to participate in this mediation process, during which the PRPs will attempt to agree on a final cost allocation.

The EPA has set forth its desire for a single overarching consent decree to be signed by all settling parties by the summer of 2025. This decree would include implementation of the various proposed remedial design plans, sequencing, and payment of costs for all work to be done at the site, and site-wide covenants not to sue. The EPA has also indicated that it anticipates that Special Notice Letters (“SNL”), which give PRPs information as to why the EPA thinks they are liable as well as clean-up plans, will be issued to PRPs between the end of 2023 and mid-2024.

The EPA has stated that it is willing to consider de minimis settlements, which JT Ryerson is trying to pursue; however, the EPA has not begun meeting with any of the smaller parties who have requested de minimis status, stating that it does not intend to begin those considerations until after the remedial design work is completed and the SNLs are issued. It has met with selected parties that we believe to be larger targets.

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

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There are various other claims and pending actions against the Company. The amount of liability, if any, for those claims and actions as of March 31, 2023, is not determinable but, in the opinion of management, such liability, if any, will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. We maintain liability insurance coverage to assist in protecting our assets from losses arising from or related to activities associated with business operations.

NOTE 10: DERIVATIVES AND FAIR VALUE MEASUREMENTS

Derivatives

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

At times we may have receive variable, pay fixed, interest rate swaps to manage the exposure to variable interest rates of the Ryerson Credit Facility. In June 2019, we entered into a forward agreement for $60 million of “pay fixed” interest at 1.729% which matured in June 2022. Additionally, in November 2019, we entered into a forward agreement for $100 million of “pay fixed” interest at 1.539% through November 2022. In August 2022, we terminated this forward agreement, therefore, no interest rate swaps remained outstanding as of March 31, 2023 or December 31, 2022. Upon entering into the swaps, the interest rate reset dates and critical terms matched the terms of our existing debt and anticipated critical terms of future debt under the Ryerson Credit Facility; however, this was no longer the case once the Ryerson Credit Facility was amended on November 5, 2020. As such, effective November 1, 2020 the Company de-designated its interest rate swaps and terminated its hedge accounting treatment. Prior to de-designation, the Company marked the interest rate swaps to market with changes in fair value being recorded in accumulated other comprehensive income. Subsequent to de-designation, changes in fair value were recorded in current earnings. The unrealized loss as of the de-designation date remained in accumulated other comprehensive income and was amortized into earnings as the forecasted interest payments affected earnings.

The Company currently does not account for its commodity and foreign exchange derivative contracts as hedges but rather marks them to market with a corresponding offset to current earnings.

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

The following table summarizes the location and fair value amount of our derivative instruments reported in our Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022:

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	March 31, 2023		December 31, 2022		Balance Sheet Location	March 31, 2023		December 31, 2022
Derivatives not designated as hedging instruments under ASC 815	(In millions)
Metal commodity contracts	Prepaid expenses and other current assets	$	7.4	$	8.5	Other accrued liabilities	$	4.5	$	12.1
Diesel fuel commodity contracts	Prepaid expenses and other current assets		—		0.1	Other accrued liabilities		—		—
Total derivatives		$	7.4	$	8.6		$	4.5	$	12.1

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The following table presents the volume of the Company’s activity in derivative instruments as of March 31, 2023 and December 31, 2022:

	Notional Amount
Derivative Instruments	At March 31, 2023		At December 31, 2022		Unit of Measurement
Hot roll coil swap contracts		28,986		40,036	Tons
Aluminum swap contracts		19,228		21,116	Tons
Nickel swap contracts		1,592		1,525	Tons
Diesel fuel swap contracts		—		70,000	Gallons
Foreign currency exchange contracts	3.1 million		2.3 million		U.S. dollars

The following table summarizes the location and amount of gains and losses on derivatives not designated as hedging instruments reported in our Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022:

Derivatives not designated as hedging	Location of Gain/(Loss)	Amount of Gain/(Loss) Recognized in Income on Derivatives
instruments under ASC 815	Recognized in Income	Three Months Ended March 31,
	on Derivatives	2023		2022
Metal commodity contracts	Cost of materials sold	$	7.6	$	(2.6	)
Diesel fuel commodity contracts	Warehousing, delivery, selling, general, and administrative		—		0.7
Interest rate swaps	Interest and other expense on debt		—		0.6
Total		$	7.6	$	(1.3	)
		Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Interest rate swaps (subsequent to de-designation)	Interest and other expense on debt	$	—	$	(0.7	)

Fair Value Measurements

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

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

2.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.

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

The following table presents assets and liabilities measured and recorded at fair value on our Condensed Consolidated Balance Sheet on a recurring basis and their level within the fair value hierarchy as of March 31, 2023:

	At March 31, 2023
	Level 1		Level 2		Level 3
	(In millions)
Assets
Derivatives:
Derivatives not designated as hedging instruments under ASC 815:
Metal commodity contracts	$	—	$	7.4	$	—
Total derivatives	$	—	$	7.4	$	—
Liabilities
Derivatives:
Derivatives not designated as hedging instruments under ASC 815:
Metal commodity contracts	$	—	$	4.5	$	—
Total derivatives	$	—	$	4.5	$	—

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The following table presents assets and liabilities measured and recorded at fair value on our Condensed Consolidated Balance Sheet on a recurring basis and their level within the fair value hierarchy as of December 31, 2022:

	At December 31, 2022
	Level 1		Level 2		Level 3
	(In millions)
Assets
Derivatives:
Derivatives not designated as hedging instruments under ASC 815:
Metal commodity contracts	$	—	$	8.5	$	—
Diesel fuel commodity contracts		—		0.1		—
Total derivatives	$	—	$	8.6	$	—
Liabilities
Derivatives:
Derivatives not designated as hedging instruments under ASC 815:
Metal commodity contracts	$	—	$	12.1	$	—
Total derivatives	$	—	$	12.1	$	—

The fair value of each commodity, diesel fuel, and interest rate swap derivative contract is determined using Level 2 inputs and the market approach valuation technique, as described in ASC 820. The Company has various commodity derivatives to lock in hot roll coil, nickel, aluminum, and diesel fuel prices for varying time periods. The fair value of hot roll coil, nickel, aluminum, and diesel fuel derivatives is determined based on the spot price each individual contract was purchased at and compared with the one-month daily average actual spot price on the Chicago Mercantile Exchange (hot roll coil and diesel fuel) and the London Metals Exchange (nickel and aluminum), respectively, for the commodity on the valuation date. In addition, the Company has numerous foreign exchange contracts to hedge variability in cash flows when a payment currency is different from our functional currency. The Company defines the fair value of foreign exchange contracts as the amount of the difference between the contracted and current market value at the end of the period. The Company estimates the current market value of foreign exchange contracts by obtaining month-end market quotes of foreign exchange rates and forward rates for contracts with similar terms. The Company uses the exchange rates provided by Reuters. Each commodity, diesel fuel, and foreign exchange contract term varies in the number of months, but in general, contracts are between 1 to 12 months in length. The fair value of the interest rate swap was based on the sum of all future net present value cash flows for the fixed and floating leg of the swap. The future cash flows were derived based on the terms of the interest rate swap, as well as published discount factors, and projected forward LIBOR rates.

The estimated fair value of the Company’s cash and cash equivalents, restricted cash, receivables less provisions, and accounts payable approximate their carrying amounts due to the short-term nature of these financial instruments. The estimated fair value of the Company's long-term debt and the current portions thereof equal the carrying amounts due to the short-term nature of the underlying borrowings on the Ryerson Credit Facility which are typically for terms of 30 to 60 days. See the Condensed Consolidated Balance Sheets for the March 31, 2023 and December 31, 2022 values of these assets and liabilities.

NOTE 11: STOCKHOLDERS’ EQUITY, ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), AND NONCONTROLLING INTEREST

On February 28, 2023, Platinum closed on an underwritten secondary offering of 2,486,580 shares of its common stock. Concurrently, Ryerson Holding completed a share repurchase from Platinum of 1,513,420 shares of common stock for $53.0 million. Ryerson did not offer any shares of its common stock in the transaction and did not receive any of the proceeds from the sale of the shares offered by Platinum. The Company funded the share repurchase with cash on hand. As of March 31, 2023, Platinum's ownership of our common stock decreased from approximately 43% at December 31, 2022 to approximately 33%.

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The following table details changes in Ryerson Holding Corporation Stockholders’ Equity accounts for the quarter ended March 31, 2023:

																Accumulated Other Comprehensive Income (Loss)
	Common Stock				Treasury Stock						Capital in Excess of Par Value		Retained Earnings			Foreign Currency Translation			Benefit Plan Liabilities			Non-controlling Interest			Total Equity
	Shares		Dollars		Shares			Dollars			Dollars		Dollars			Dollars			Dollars			Dollars			Dollars
	(In millions, except shares in thousands)
Balance at January 1, 2023		39,059	$	0.4		(2,071	)	$	(61.1	)	$	397.7	$	692.5		$	(56.9	)	$	(87.5	)	$	7.9		$	893.0
Net income		—		—		—			—			—		47.3			—			—			0.2			47.5
Foreign currency translation		—		—		—			—			—		—			1.5			—			(0.1	)		1.4
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.3		—		—		—			—			—		—			—			(0.7	)		—			(0.7	)
Share repurchases, net of tax of $0.4		—		—		(1,518	)		(53.6	)		—		—			—			—			—			(53.6	)
Stock-based compensation expense		390		—		(90	)		(3.2	)		2.5		—			—			—			—			(0.7	)
Cash dividends and dividend equivalents		—		—		—			—			0.1		(6.0	)		—			—			—			(5.9	)
Balance at March 31, 2023		39,449	$	0.4		(3,679	)	$	(117.9	)	$	400.3	$	733.8		$	(55.4	)	$	(88.2	)	$	8.0		$	881.0

The following table details changes in Ryerson Holding Corporation Stockholders’ Equity accounts for the three months ended March 31, 2022:

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

The following table details changes in accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, 2023:

	Changes in Accumulated Other Comprehensive Income (Loss) by Component, net of tax
	Foreign Currency Translation			Benefit Plan Liabilities
	(In millions)
Balance at January 1, 2023	$	(56.9	)	$	(87.5	)
Other comprehensive loss before reclassifications		1.5			—
Amounts reclassified from accumulated other comprehensive income into net income		—			(0.7	)
Net current-period other comprehensive income (loss)		1.5			(0.7	)
Balance at March 31, 2023	$	(55.4	)	$	(88.2	)

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The following table details the reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, 2023 and March 31, 2022:

	Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
	Amount reclassified from Accumulated Other Comprehensive Income (Loss)
	Three Months Ended					Affected line item in the Condensed Consolidated Statements of Comprehensive Income
Details about Accumulated Other	March 31, 2023			March 31, 2022
Comprehensive Income (Loss) Components	(In millions)
Amortization of defined benefit pension and other post-retirement benefit plan items
Actuarial (gain) loss	$	(1.0	)	$	0.5	Other income and (expense), net
Pension settlement		—			0.1	Other income and (expense), net
Total before tax		(1.0	)		0.6
Tax expense		0.3			0.1
Net of tax	$	(0.7	)	$	0.7
Interest rate swap
Realized swap interest	$	—		$	0.7	Interest and other expense on debt
Tax benefit		—			—
Net of tax	$	—		$	0.7

NOTE 12: REVENUE RECOGNITION

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

Disaggregated Revenue

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

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

	Three Months Ended
	March 31,
Product Line	2023			2022
Carbon Steel Flat		25	%		31	%
Carbon Steel Plate		10			10
Carbon Steel Long		14			13
Stainless Steel Flat		17			19
Stainless Steel Plate		5			5
Stainless Steel Long		5			4
Aluminum Flat		15			11
Aluminum Plate		2			2
Aluminum Long		5			4
Other		2			1
Total		100	%		100	%

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

	Three Months Ended March 31,
	2023		2022
Net Sales	(In millions)
United States		1,288.3	$	1,603.3
Foreign countries		117.8		145.5
Total	$	1,406.1	$	1,748.8

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

	Three Months Ended March 31,
Timing of Revenue Recognition	2023			2022
Revenue on products with an alternative use		88	%		90	%
Revenue on products with no alternative use		12			10
Total		100	%		100	%

Contract Balances

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

Receivables, which are included in accounts receivables within the Condensed Consolidated Balance Sheet, from contracts with customers were $618.6 million and $517.7 million as of March 31, 2023 and December 31, 2022, respectively.

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

	Contract Assets			Contract Liabilities
	(In millions)
Beginning Balance at January 1, 2023	$	20.4		$	16.2
Contract liability satisfied during the period		—			(0.6	)
Contract liability incurred during the period		—			1.4
Net change in contract assets and liabilities for products with no alternative use during the period		(0.1	)		0.1
Changes to reserves		0.2			0.9
Ending Balance at March 31, 2023	$	20.5		$	18.0

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

NOTE 13: PROVISION FOR CREDIT LOSSES

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

The Company performs ongoing credit evaluations of customers and sets credit limits based upon review of the customers’ current credit information, payment history, and the current economic and industry environments. The Company’s credit loss reserve consists of two parts: a) a provision for estimated credit losses based on historical experience and b) a reserve for specific customer

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collection issues that the Company has identified. Estimation of credit losses requires adjusting historical loss experience for current economic conditions and judgments about the probable effects of economic conditions on certain customers.

The following table provides a reconciliation of the provision for credit losses reported within the Condensed Consolidated Balance Sheets as of March 31, 2023:

	Changes in Provision for Expected Credit Losses
	(In millions)
Balance at January 1, 2023	$	3.2
Current period provision		0.7
Write-offs charged against allowance		(0.6	)
Recoveries		0.1
Translation		(0.1	)
Balance at March 31, 2023	$	3.3

NOTE 14: INCOME TAXES

For the three months ended March 31, 2023, the Company recorded income tax expense of $14.8 million compared to $55.0 million in the prior year. The income tax expense for the three months ended March 31, 2023 and 2022 primarily represent taxes at federal and local statutory rates where the Company operates. The decrease in the income tax provision in the first three months of 2023 compared to the first three months of 2022 is primarily a result of the decrease in actual and forecasted earnings between the two periods.

As required by ASC 740, the Company assesses the realizability of its deferred tax assets. The Company records a valuation allowance when, based upon the evaluation of all available evidence, it is more-likely-than-not that all or a portion of the deferred tax assets will not be realized. In making this determination, we analyze, among other things, our recent history of earnings, the nature and timing of reversing book-tax temporary differences, tax planning strategies, and future income. The Company maintains a valuation allowance on certain foreign and U.S. federal deferred tax assets until such time as in management’s judgment, considering all available positive and negative evidence, the Company determines that these deferred tax assets are more likely than not realizable. The valuation allowance is reviewed quarterly and will be maintained until sufficient positive evidence exists to support the reversal of some or all of the valuation allowance. The valuation allowance was $5.0 million at both March 31, 2023 and December 31, 2022.

The Company accounts for uncertain income tax positions in accordance with ASC 740. We anticipate that certain statutes of limitation will close within the next twelve months resulting in the immaterial reduction of the reserve for uncertain tax benefits related to various intercompany transactions. No changes were recorded in the first three months of 2023; therefore, the balance of $1.6 million at December 31, 2022 remains unchanged.

NOTE 15: EARNINGS PER SHARE

Basic earnings per share attributable to Ryerson Holding’s common stock is determined based on earnings for the period divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share attributable to Ryerson Holding’s common stock considers the effect of potential common shares, unless inclusion of the potential common shares would have an antidilutive effect.

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

	Three Months Ended March 31,
Basic and diluted earnings per share	2023		2022
	(In millions, except number of shares which are reflected in thousands and per share data)
Numerator:
Net income attributable to Ryerson Holding Corporation	$	47.3	$	163.6
Denominator:
Weighted average shares outstanding		36,453		38,391
Dilutive effect of stock-based awards		792		833
Weighted average shares outstanding adjusted for dilutive securities		37,245		39,224
Earnings per share
Basic	$	1.30	$	4.26
Diluted	$	1.27	$	4.17

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NOTE 16: SUBSEQUENT EVENTS

Share Repurchase Authorization. As of March 31, 2023, $20.0 million of the $75.0 million remained under the existing share repurchase authorization expiring in August 2024. On May 1, 2023, the Board of Directors authorized increasing and extending the Company's share repurchase program by $80.0 million to $100.0 million expiring in April 2025. Under the share repurchase authorization, management has discretion in determining the conditions under which shares may be purchased from time to time.

Dividends. On May 1, 2023, the Board of Directors declared a quarterly cash dividend in the amount of $0.18 per share of common stock, payable on June 15, 2023, to stockholders of record as of June 1, 2023. Future quarterly dividends, if any, will be subject to Board approval.

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

This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “objectives,” “goals,” “preliminary,” “range,” “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those anticipated or implied in the forward-looking statements as a result of various factors. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth under “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 22, 2023 and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Industry and Operating Trends” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events.

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

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and related Notes thereto in Item 1, “Financial Statements” in this Quarterly Report on Form 10-Q and our Consolidated Financial Statements and related Notes thereto for the year ended December 31, 2022 in our Annual Report on Form 10-K filed on February 22, 2023.

Industry and Operating Trends

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

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

The metals service center industry is cyclical and volatile in both pricing and demand, and difficult to predict. In the first quarter of 2023, Ryerson experienced lower pricing compared to the fourth quarter of 2022, with average selling prices 2.2% lower, reflective of a commodity pricing environment that was influenced by easing industrial and manufacturing activity as well as increased availability of supply. In the first three months of 2023, Ryerson experienced lower pricing compared to the first three months of 2022, with average selling prices 18.2% lower, driven by a lower commodity pricing environment attributable to the absence of the 2022 surge in demand due to concerns about resource scarcity caused in part by the Russia-Ukraine war, supply shortages, supply-chain bottlenecks, and stronger cyclical demand returning to pre-COVID-19 levels.

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Key industry indicators showed slowing growth in the first quarter of 2023. This is evidenced by the Institute for Supply Management’s Purchasing Managers’ Index (“PMI”), reporting readings below the growth threshold of 50, indicating continued contraction in factory activity in March. U.S. Industrial Production indicated lower year-over-year increases in the first quarter, compared to the fourth quarter of 2022, signifying slowing conditions for businesses in the industrial sector of the economy.

According to the Metal Service Center Institute, North American service center volumes increased by 5.5% in the first three months of 2023 compared to the first three months of 2022. On a North American basis, Ryerson performed below the industry with volumes decreasing 0.9% over the same period. On a quarterly sequential basis, the industry volume increase of 15.7% was higher than Ryerson’s North American volume increase of 14.5%. Compared to the fourth quarter of 2022, Ryerson’s end-market demand increased across all sectors in the first quarter of 2023, most notably the oil and gas and food processing and agriculture sectors.

First Quarter 2023 vs. First Quarter 2022 performance

$1.4B		18.8%		$47M
Total Revenues		Gross Margin		Net Income Attributable to Ryerson
	20% decrease		470 bps decrease		$116M decrease
$1.27		$1.27		$80M
Diluted EPS		Adj. Diluted EPS*		Cash from Operating Activities
	$2.90 decrease		$3.00 decrease		$2M decrease

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

Ryerson generated revenues of $1.4 billion in the first three months of 2023, a decrease of 19.6% compared to $1.7 billion for the first three months of 2022, with average selling prices 18.2% lower and tons shipped 1.7% lower. In the first three months of 2023, gross margin contracted to 18.8% compared to 23.5% for the first three months of 2022. Included in the first three months of 2023 cost of materials sold was LIFO expense of $4.0 million, compared to LIFO expense of $2.2 million in the first three months of 2022. Net income attributable to Ryerson Holding Corporation was $47.3 million, or earnings of $1.27 per diluted share, in the first three months of 2023 compared to net income attributable to Ryerson Holding Corporation of $163.6 million, or earnings of $4.17 per diluted share, for the first three months of 2022.

To provide greater insight into the Company’s operating trends apart from the period’s one-time transactions, Ryerson provides adjusted net income and adjusted diluted earnings per share figures, which are not U.S. generally accepted accounting principles (“GAAP”) financial measures, to compliment the reported GAAP net income and diluted earnings per share figures. Management uses these metrics to assess year-over-year performance excluding non-recurring transactions. Adjusted net income and adjusted diluted earnings per share do not represent, and should not be used as a substitute for, net income or diluted earnings per share determined in accordance with GAAP. Illustrated in the below table, the first three months of 2023 had no adjustments to net income attributable to Ryerson Holding Corporation of $47.3 million, a decrease of $120.2 million compared to the year-ago adjusted net income attributable to Ryerson Holding Corporation of $167.5 million which was adjusted by a loss on retirement of debt of $5.3 million and the associated income taxes.

(Dollars and shares in millions, except per share data)	First Quarter 2023		First Quarter 2022
Net income attributable to Ryerson Holding Corporation	$	47.3	$	163.6
Loss on retirement of debt		—		5.3
Benefit for income taxes on above item		—		(1.4	)
Adjusted net income attributable to Ryerson Holding Corporation	$	47.3	$	167.5
Diluted earnings per share	$	1.27	$	4.17
Adjusted diluted earnings per share	$	1.27	$	4.27
Shares outstanding – diluted		37.2		39.2

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Recent Developments

On February 24, 2023, the US government announced trade actions targeting goods and entities from Russia, which included a proclamation to impose 200% ad valorem tariffs on Russian-origin aluminum products and derivative products and other articles made from Russian primary aluminum or Russian aluminum castings. The duties will be imposed under section 232 of the Trade Expansion Act ("Section 232") and cited by the White House due to (1) challenges faced by US aluminum producers in the face of high levels of aluminum imports and high energy prices; (2) recent increases in imports of aluminum from Russia, whose market is especially export-oriented, by 53 percent between March and July 2022; and (3) the fact that the Russian aluminum industry is a key part of Russia's defense industrial base. Ryerson has communicated to all vendors that we will not accept any Russian originating metal.

After the Russian forces invaded Ukraine on February 24, 2022, the Biden administration issued executive orders prohibiting the importation of goods from covered regions related to Ukraine and Russia. Ryerson takes this very seriously and has reviewed our direct and indirect material purchases to ensure compliance. On April 8, 2022, President Biden signed into law the Suspending Normal Trade Relations with Russia and Belarus Act, which denies "most-favored nation" tariff treatment to products of Russia and Belarus and extends the President’s authority to impose sanctions under the Global Magnitsky Human Rights Accountability Act. Beginning April 9, 2022, the Act imposes a 10.5% import duty on unalloyed primary aluminum and 11.0% on value-add aluminum products. The import duties are not expected to have a meaningful impact on the availability of aluminum for Ryerson. In 2023, the Company has not purchased material from Russia or the named Ukrainian regions and has no open purchases orders issued to Russian suppliers as of March 31, 2023.

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

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

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

Components of Results of Operations

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

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

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

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

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

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

Results of Operations

The following table sets forth our condensed consolidated statements of income data for the three months ended March 31, 2023 and 2022 (certain percentages may not calculate due to rounding):

	Three Months Ended March 31,
	2023						2022
	$			% of Net Sales			$			% of Net Sales
	($ in millions)
Net sales	$	1,406.1			100.0	%	$	1,748.8			100.0	%
Cost of materials sold		1,141.9			81.2			1,338.7			76.5
Gross profit		264.2			18.8			410.1			23.5
Warehousing, delivery, selling, general, and administrative expenses		194.2			13.8			175.3			10.1
Operating profit		70.0			5.0			234.8			13.4
Other (expenses) and income		(7.7	)		(0.5	)		(16.0	)		(0.9	)
Income before income taxes		62.3			4.4			218.8			12.5
Provision for income taxes		14.8			1.1			55.0			3.1
Net income		47.5			3.4			163.8			9.4
Less: Net income attributable to noncontrolling interest		0.2			—			0.2			—
Net income attributable to Ryerson Holding Corporation	$	47.3			3.4	%	$	163.6			9.4	%
Basic earnings per share	$	1.30					$	4.26
Diluted earnings per share	$	1.27					$	4.17

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Net sales

The following charts show the Company’s percentage of sales by major product lines for the three months ended March 31, 2023 and 2022:

 

	March 31,				Dollar			Percentage
	2023		2022		change			change
	($ in millions)
Net sales	$	1,406.1	$	1,748.8	$	(342.7	)		(19.6	)%
	March 31,				Tons			Percentage
	2023		2022		change			change
	(in thousands)
Tons sold		519		528		(9	)		(1.7	)%
	March 31,				Price			Percentage
	2023		2022		change			change
Average selling price per ton sold	$	2,709	$	3,312	$	(603	)		(18.2	)%

Revenue for the three-month period ended March 31, 2023 decreased from the same period a year ago due to lower average selling prices caused by lower commodity prices. Compared to the year ago period, average selling price decreased for all of our product lines in the three-month period ended March 31, 2023 with the largest decreases in our carbon flat, carbon plate, and stainless flat products. Tons sold decreased slightly in the three months ended March 31, 2023, compared to the year ago period, with decreases in our stainless flat, stainless long, and aluminum long product lines partially offset by increases in carbon plate and aluminum flat tons sold.

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Cost of materials sold

	March 31,
	2023					2022
	$		% of Net Sales			$		% of Net Sales			Dollar change			Percentage change
	($ in millions)
Cost of materials sold	$	1,141.9		81.2	%	$	1,338.7		76.5	%	$	(196.8	)		(14.7	)%

	March 31,				Cost			Percentage
	2023		2022		change			change
Average cost of materials sold per ton sold	$	2,200	$	2,535	$	(335	)		(13.2	)%

The decrease in cost of materials sold in the three months ended March 31, 2023 compared to the year ago period is primarily due to a decrease in the average cost of materials sold per ton and to lower tons sold. The largest decreases in the average cost of materials sold during the three months ended March 31, 2023 were in our carbon flat, carbon plate, and carbon long product lines, partially offset by increases in stainless plate, stainless flat, and aluminum flat product lines. During the first quarter of 2023, LIFO expense was $4.0 million compared to LIFO expense of $2.2 million in the first quarter of 2022.

Gross profit

	March 31,
	2023					2022
	$		% of Net Sales			$		% of Net Sales			Dollar change			Percentage  change
	($ in millions)
Gross profit	$	264.2		18.8	%	$	410.1		23.5	%	$	(145.9	)		(35.6	)%

Gross profit decreased in the three-month period ended March 31, 2023 compared to the year ago period as average selling price decreased faster than the decrease in the average cost of materials sold resulting in a decrease in gross margin.

Operating expenses

	March 31,
	2023					2022
	$		% of Net Sales			$		% of Net Sales			Dollar change		Percentage change
	($ in millions)
Warehousing, delivery, selling, general, and administrative expenses	$	194.2		13.8	%	$	175.3		10.1	%	$	18.9		10.8	%

Warehousing, delivery, selling, general, and administrative expenses increased in the three months ended March 31, 2023 compared to the year ago period with the largest impact from including expenses of acquisitions during 2022 and the first quarter of 2023. Excluding the impact of acquisitions, which added $6.1 million to expenses in the first quarter of 2023 compared to the first quarter of 2022, expenses changed in the following categories:

•higher salaries and wage expense of $4.3 million due to compensation increases and increased headcount;

•higher operating expenses of $3.6 million primarily due to higher insurance costs, higher repair & maintenance costs, and higher rent expense;

•higher selling, general, and administrative expenses of $3.0 million resulting from higher consulting fees and higher travel and entertainment expenses;

•higher delivery expenses of $2.8 million due to increased fuel and delivery costs;

•higher employee benefit costs of $2.1 million;

•higher reorganization costs of $1.3 million primarily due to increased system implementation activity;

•partially offset by lower incentive compensation expense of $5.0 million.

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Operating profit

	March 31,
	2023					2022
	$		% of Net Sales			$		% of Net Sales			Dollar change			Percentage change
	($ in millions)
Operating profit	$	70.0		5.0	%	$	234.8		13.3	%	$	(164.8	)		(70.2	)%

Our operating profit decreased in the three-month period ended March 31, 2023 compared to the three-month period ended March 31, 2022, primarily due to the decrease in average selling prices discussed above.

Other expenses

	March 31,
	2023						2022
	$			% of Net Sales			$			% of Net Sales			Dollar change			Percentage change
	($ in millions)
Interest and other expense on debt	$	(7.6	)		(0.5	)%	$	(10.3	)		(0.6	)%	$	(2.7	)		(26.2	)%
Other income and (expense), net	$	(0.1	)		—		$	(5.7	)		(0.3	)%	$	5.6			98.2	%

Interest and other expense on debt decreased in the three months ended March 31, 2023 compared to the year ago period primarily due to the redemption and repurchase of $300.0 million principal amount of our 8.50% senior secured notes due 2028 (the “2028 Notes”) during 2022, bringing the outstanding principal balance to zero in July 2022. Partially offsetting the impact of the redemption and repurchase of the 2028 Notes was higher interest expense in the three months ended March 31, 2023 due to a higher level of borrowings outstanding under our $1.3 billion revolving credit facility (“the Ryerson Credit Facility”) and to higher interest rates on credit facility borrowings compared to the year ago period.

The other income and (expense), net in the first quarter of 2022 includes a $5.3 million loss on the repurchase of $63.1 million principal amount of the 2028 Notes.

Provision for income taxes. Our effective income tax rate was 23.8% in the first quarter of 2023 compared to 25.1% in the first quarter of 2022. The differences between our effective income tax rates and the U.S. federal statutory rate of 21.0% were mainly due to state and foreign income taxes partially offset by the effects of certain discrete items recorded during the periods.

Earnings per share. Basic earnings per share was $1.30 in the first quarter of 2023 compared to $4.26 in the first quarter of 2022. Diluted earnings per share was $1.27 in the first quarter of 2023 compared to $4.17 in the first quarter of 2022. The changes in earnings per share are due to the results of operations discussed above as well as having fewer shares outstanding in the first quarter of 2023 after the repurchase from Platinum of 1,513,420 shares of common stock in the first quarter of 2023 as well as the repurchase of 1,700,766 shares of common stock during 2022.

Liquidity and Cash Flows

Our primary sources of liquidity are cash and cash equivalents, cash flows from operations, and borrowing availability under the Ryerson Credit Facility. Our principal source of operating cash is from the sale of metals and other materials. Our principal uses of cash are for payments associated with the procurement and processing of metals and other materials inventories, costs incurred for the warehousing and delivery of inventories, the selling and administrative costs of the business, and capital expenditures.

We had cash and cash equivalents of $43.7 million at March 31, 2023, compared to $39.2 million at December 31, 2022. Our total debt outstanding at March 31, 2023 increased to $395 million compared to $367 million at December 31, 2022 due to the acquisition of BLP Holdings, LLC. We had a debt-to-capitalization ratio of 31% and 29% at March 31, 2023 and at December 31, 2022, respectively. We had total liquidity (defined as cash and cash equivalents and availability under the Ryerson Credit Facility and foreign debt facilities) of $856 million at March 31, 2023 versus $909 million at December 31, 2022. Our net debt (defined as total debt less cash and cash equivalents) was $351 million and $328 million at March 31, 2023 and December 31, 2022, respectively. Total liquidity and net debt are not U.S. generally accepted accounting principles (“GAAP”) financial measures. We believe that total liquidity provides additional information for measuring our ability to fund our operations. Total liquidity does not represent, and should not be used as a substitute for, net income or cash flows from operations as determined in accordance with GAAP, and total liquidity is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. We believe that net debt provides a clearer perspective of the Company’s overall debt profile. Net debt should not be used as a substitute for total debt outstanding as determined in accordance with GAAP.

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

	March 31, 2023		December 31, 2022
	(In millions)
Cash and cash equivalents	$	44	$	39
Availability under Ryerson Credit Facility and foreign debt facilities		812		870
Total liquidity	$	856	$	909

Below is a reconciliation of total debt to net debt:

	March 31, 2023			December 31, 2022
	(In millions)
Total debt	$	395.1		$	367.0
Less: cash and cash equivalents		(43.7	)		(39.2	)
Net debt	$	351.4		$	327.8

Of the total cash and cash equivalents, as of March 31, 2023, $7.1 million was held in subsidiaries outside the U.S. which is deemed to be permanently reinvested. Ryerson does not currently foresee a need to repatriate earnings from its non-U.S. subsidiaries. Although Ryerson has historically satisfied needs for more capital in the U.S. through debt or equity issuances, Ryerson could elect to repatriate earnings held in foreign jurisdictions, which could result in higher effective tax rates. We have not recorded a deferred tax liability for the effect of a possible repatriation of these earnings as management intends to permanently reinvest these earnings outside of the U.S. Specific plans for reinvestment include funding for future international acquisitions and funding of existing international operations.

The following table summarizes the Company’s cash flows:

	Three Months Ended March 31,
	2023			2022
	(In millions)
Net income	$	47.5		$	163.8
Loss on retirement of debt		—			5.3
Non-cash gain from derivatives		(6.4	)		(10.3	)
Change in operating assets and liabilities:
Receivables		(94.8	)		(157.1	)
Inventories		89.3			(5.9	)
Accounts payable		59.0			87.4
All other operating cash flows		(14.2	)		(0.7	)
Net cash provided by operating activities		80.4			82.5
Acquisitions, net of cash acquired		(38.9	)		(3.0	)
Capital expenditures		(27.8	)		(18.8	)
Proceeds from sale of property, plant, and equipment		—			1.0
Net cash used in investing activities		(66.7	)		(20.8	)
Repayment of debt		(0.4	)		(68.8	)
Net proceeds (repayments) of short-term borrowings		28.3			(26.1	)
Net increase in book overdrafts		22.9			33.6
Dividends paid to shareholders		(6.0	)		(3.8	)
Share repurchases		(53.2	)		(0.5	)
All other financing cash flows		(1.5	)		(2.5	)
Net cash used in financing activities		(9.9	)		(68.1	)
Effect of exchange rates on cash and cash equivalents		0.7			(0.2	)
Net change in cash and cash equivalents	$	4.5		$	(6.6	)

Operating activities. Working capital fluctuates throughout the year based on business needs. Working capital needs tend to be counter-cyclical, meaning that in periods of expansion the Company will use cash to fund working capital requirements, but in periods of contraction the Company will generate cash from reduced working capital requirements. In the first three months of 2023, working capital requirements decreased as the Company reduced inventory levels in the first quarter of 2023 compared to the fourth quarter of 2022, to more closely align with our long-term days of supply target of 70 to 75 days. Revenue increased in the first quarter of 2023 compared to the fourth quarter of 2022 causing an increase in accounts receivable while material purchases were higher at the end of the first quarter of 2023 compared to the end of the fourth quarter of 2022 resulting in an increase in accounts payable in the first quarter of 2023. In the first three months of 2022, average selling prices increased due to supply constraints and briefly, due to the war between Russia and Ukraine, which resulted in significantly higher operating profits which more than offset a build in working capital.

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Investing activities. The Company's main investing activities are acquisitions, capital expenditures, and proceeds from the sale of property, plant, and equipment. The Company paid $38.5 million in the first three months of 2023 to acquire BLP Holdings, LLC. The Company paid $3.0 million in the first three months of 2022 to acquire Apogee Steel Fabrication Incorporated. See Note 6: Acquisitions within Part I, Item I of this report, for further discussion of the 2023 acquisition. Capital expenditures have increased year-over-year to $27.8 million for the first three months of 2023 compared to $18.8 million in the first three months of 2022 as the Company continued its investment in a new facility in University Park, Illinois, which began in 2022. The Company sold property, plant, and equipment and assets held for sale generating cash proceeds of $1.0 million in the first three months of 2022.

Financing activities. The Company's main source of liquidity to fund working capital requirements is borrowings on the Ryerson Credit Facility. In the first three months of 2023, we increased credit facility borrowings to fund the acquisition of BLP Holdings, LLC. In the first three months of 2022, we repurchased and retired $63.1 million of our 2028 Notes and reduced credit facility borrowings using cash generated from operations. Book overdrafts fluctuate based on the timing of payments. We repurchased $53.2 million of common stock during the first three months of 2023. Cash dividends paid in the first three months of 2023 were $6.0 million compared to $3.8 million paid to shareholders in the first three months of 2022.

Off-Balance Sheet Arrangements. In the normal course of business with customers, vendors, and others, we have entered into off-balance sheet arrangements, such as letters of credit, which totaled $15 million as of March 31, 2023. We do not have any other material off-balance sheet financing arrangements. Our off-balance sheet arrangements are not likely to have a material effect on our current or future financial condition, results of operations, liquidity, or capital resources.

Capital Resources

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

Total debt in the Condensed Consolidated Balance Sheet increased to $395.1 million at March 31, 2023 from $367.0 million at December 31, 2022, mainly due to increased borrowings to fund an acquisition.

Total debt outstanding as of March 31, 2023 consisted of the following amounts: $395.0 million borrowings under the Ryerson Credit Facility, $2.2 million of foreign debt, and $3.6 million of other debt, less $5.7 million of unamortized debt issuance costs. For further information, see Note 7: Long-term Debt in Part I, Item I - Notes to Condensed Consolidated Financial Statements.

Pension Funding

At December 31, 2022, pension liabilities exceeded plan assets by $73.0 million. Through the three months ended March 31, 2023, we have made $5.8 million in pension contributions and we anticipate an additional minimum required pension contribution of approximately $3.1 million in the remaining nine months of 2023 under the Employee Retirement Income Security Act of 1974 (“ERISA”) and Pension Protection Act in the U.S. and Ontario Pension Benefits Act in Canada. The expected future contributions reflect pension funding relief measures under the American Rescue Plan Act (“ARPA”) passed in March 2021. Future contribution requirements depend on the investment returns on plan assets, the impact of discount rates on pension liabilities, and changes in regulatory requirements. We are unable to determine the amount or timing of any such contributions required by ERISA or whether any such contributions would have a material adverse effect on our financial position or cash flows.

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

Material Cash Requirements

The Company expects to make approximately $400.8 million in principal payments to satisfy its debt obligations, consisting of $2.2 million of foreign debt coming due within a year, $3.6 million of other debt coming due through 2024, and $395.0 million for the Ryerson Credit Facility coming due in 2027. Please refer to Part I, Item I - Notes to the Condensed Consolidated Financial Statements, Note 7: Long-term Debt for further information.

The Company expects to pay approximately $24 million of interest on the Ryerson Credit Facility, foreign debt, and other debt over the next 12 months and $78 million thereafter. Interest payments related to the variable rate debt were estimated using the weighted-average interest rate for the respective debt instrument.

The Company leases various assets including real estate, trucks, trailers, mobile equipment, processing equipment, and IT equipment. We have noncancelable operating leases expiring at various times through 2042, and finance leases expiring at various times through 2028. The total amount of future lease payments is estimated to be $320 million, with $40 million over the next 12 months. Including leases signed but not yet commenced as of March 31, 2023, total future lease payments is estimated to be $449 million.

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Purchase obligations with suppliers are entered into when we receive firm sales commitments with certain of our customers. As of March 31, 2023, we had outstanding purchase obligations of approximately $25.9 million expiring within a year.

Income Taxes

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Interest rate risk

Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. We are exposed to market risk related to our fixed-rate and variable-rate long-term debt. As of March 31, 2023 and December 31, 2022, we have no publicly traded debt. The carrying value of our debt was $395.1 million and $367.0 million at March 31, 2023 and December 31, 2022, respectively. The carrying value approximates our fair value due to the short-term nature of the underlying borrowings on the Ryerson Credit Facility.

We may use interest rate swaps to manage our exposure to interest rate changes. As of March 31, 2023, we have no outstanding interest rate swaps.

Approximately 1% of our debt is at fixed interest rates as of March 31, 2023. A hypothetical 1% increase in interest rates on variable debt would have increased interest expense for the first three months of 2023 by approximately $1.1 million.

Foreign exchange rate risk

We are subject to foreign currency risks primarily through our operations in Canada, Mexico, and China and we use foreign currency exchange contracts to reduce our exposure to currency price fluctuations. Foreign currency contracts are principally used to purchase U.S. dollars. We had foreign currency contracts with a U.S. dollar notional amount of $3.1 million outstanding at March 31, 2023 with a fair value of zero. We do not currently account for these contracts as hedges but rather mark these contracts to market with a corresponding offset to current earnings. For the three months ended March 31, 2023, the Company recognized zero gain or loss associated with its foreign currency contracts. A hypothetical strengthening or weakening of 10% in the foreign exchange rates underlying the foreign currency contracts from the market rate as of March 31, 2023 would increase or decrease the fair value of the foreign currency contracts by $0.3 million.

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

Commodity price risk

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

Metal prices can fluctuate significantly due to several factors including changes in foreign and domestic production capacity, raw material availability, metals consumption, and foreign currency rates. Derivative financial instruments are used to manage a limited portion of our exposure to fluctuations in the cost of certain commodities. No derivatives are held for trading purposes.

As of March 31, 2023, we had 28,986 tons of hot roll coil swap contracts with a net liability value of $0.3 million, 19,228 tons of aluminum swap contracts with a net asset value of $0.7 million, and 1,592 tons of nickel swap contracts with a net asset value of $2.5 million. We do not currently account for these swaps as hedges, but rather mark these contracts to market with a corresponding offset to current earnings. For the three months ended March 31, 2023, the Company recognized a gain of $7.6 million associated with its commodity derivatives.

A hypothetical strengthening or weakening of 10% in the commodity prices underlying the commodity derivative contracts from the market rate as of March 31, 2023 would increase or decrease the fair value of commodity derivative contracts by $1.7 million.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2023.

Changes in Internal Controls Over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s controls over financial reporting during the quarter ended March 31, 2023.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For information concerning legal proceedings as of March 31, 2023, please refer to Note 9: Commitments and Contingencies in the notes to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Report on Form 10-Q, which is incorporated into this item by reference.

Item 1A. Risk Factors

There have been no material changes relating to this Item from those set forth in Item 1A on the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

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

(c) Issuer Purchases of Equity Securities

We repurchase shares of our common stock from time to time pursuant to our publicly announced share repurchase program. Our share repurchases during the first quarter of 2023 were made in the open market under a Rule 10b5-1 plan under the Securities Exchange Act of 1934 as well as in a privately negotiated transaction with affiliates of Platinum Equity, LLC. We purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Dollar Value of Shares that May Yet be Purchased under the Program (1)
	(In millions, except shares and per share data)
January 1, 2023 - January 31, 2023		—	$	—		—	$	73.2
February 1, 2023 - February 28, 2023		1,513,420		35.02		1,513,420		20.2
March 1, 2023 - March 31, 2023		5,013		33.56		5,013		20.0
		1,518,433				1,518,433

(1) On August 3, 2022, the Board of Directors authorized a $75 million share repurchase program after the exhaustion of the previous share repurchase program. On May 1, 2023, the Board of Directors authorized an increase in the existing share repurchase program to $100.0 million expiring in April 2025. We repurchase shares through open market purchases, privately negotiated transactions, and transactions structured through investment banking institutions under plans relying on Rule 10b5-1 or Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Repurchased shares are reverted to the status of Treasury Stock.

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

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Item 6. Exhibits

Exhibit		Incorporated by Reference			Filed
Number	Exhibit Description	Form	File No.	Filing Date		Herewith
10.1	Form of retention bonus agreement for Edward J. Lehner, President and Chief Executive Officer and Director of the Company.					X
31.1	Certificate of the Principal Executive Officer of the Company, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
31.2	Certificate of the Principal Financial Officer of the Company, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
32.1*	Written Statement of Edward J. Lehner, President and Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
32.2*	Written Statement of James J. Claussen, Executive Vice President and Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document					X
101.SCH	Inline XBRL Taxonomy Extension Schema Document.					X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.					X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.					X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.					X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.					X
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

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SIGNATURE

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

RYERSON HOLDING CORPORATION
By:	/s/ James J. Claussen
	James J. Claussen
	Executive Vice President and Chief Financial Officer (duly authorized signatory and principal financial officer of the registrant)

Date: May 1, 2023

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