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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OhPnvKYaVF/OgOB6xPT3pyWPYgG2V47kCuv8u11FPOqREhQPB4GS9e+RrYX8D/WI POSiCZMki6xxO4o9fEjW3Q== 0001193125-09-098124.txt : 20090505 0001193125-09-098124.hdr.sgml : 20090505 20090504173153 ACCESSION NUMBER: 0001193125-09-098124 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090505 DATE AS OF CHANGE: 20090504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYERSON INC. CENTRAL INDEX KEY: 0000790528 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 363425828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09117 FILM NUMBER: 09794717 BUSINESS ADDRESS: STREET 1: 2621 WEST 15TH PLACE CITY: CHICAGO STATE: IL ZIP: 60608 BUSINESS PHONE: 7737622121 MAIL ADDRESS: STREET 1: 2621 WEST 15TH PLACE CITY: CHICAGO STATE: IL ZIP: 60608 FORMER COMPANY: FORMER CONFORMED NAME: RYERSON TULL INC /DE/ DATE OF NAME CHANGE: 19990301 FORMER COMPANY: FORMER CONFORMED NAME: INLAND STEEL INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19920703 10-Q 1 d10q.htm FORM 10-Q Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2009

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

For the transition period from to .

Commission File Number 001-09117

RYERSON INC.

(Exact name of registrant as specified in its charter)

DELAWARE

36-3425828

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2621 West 15^th Place

Chicago, Illinois 60608

(Address of principal executive offices)

(773) 762-2121

(Registrant’s telephone number, including area code)

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

As of April 30, 2009 there were 100 shares of Common Stock outstanding.

RYERSON INC. AND SUBSIDIARY COMPANIES

INDEX


		PAGE NO.
Part I. Financial Information:

Item 1.	Financial Statements (Unaudited):

	Condensed Consolidated Statements of Operations – Three Months Ended March 31, 2009 and 2008	1

	Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2009 and 2008	2

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

	Notes to Condensed Consolidated Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	22

Part II. Other Information:

Item 1.	Legal Proceedings	22

Item 6.	Exhibits	22

Signature		23

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

RYERSON INC. AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Operations (Unaudited)

(In millions)


	Three Months Ended March 31,
	2009			2008
Net sales	$	804.7		$	1,370.3
Cost of materials sold		679.2			1,176.4

Gross profit		125.5			193.9
Warehousing, delivery, selling, general and administrative		124.1			151.0
Gain on sale of assets		(3.3	)		—
Other postretirement benefits curtailment gain		(1.3	)		—

Operating profit		6.0			42.9
Other income and (expense), net		2.7			2.6
Interest and other expense on debt		(18.2	)		(31.2	)

Income (loss) before income taxes		(9.5	)		14.3
Provision (benefit) for income taxes		(3.2	)		5.1

Net income (loss)		(6.3	)		9.2
Less: Net income (loss) attributable to noncontrolling interest		(2.0	)		—

Net income (loss) attributable to Ryerson Inc.	$	(4.3	)	$	9.2

See Notes to Condensed Consolidated Financial Statements.

RYERSON INC. AND SUBSIDIARY COMPANIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)


	Three Months Ended March 31,
	2009			2008
Operating activities:
Net income (loss)	$	(6.3	)	$	9.2

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		9.3			8.3
Deferred income taxes		(1.1	)		2.2
Deferred employee benefit cost		(0.3	)		(4.4	)
Gain on sale of assets		(3.3	)		—
Gain on retirement of debt		(2.7	)		(0.5	)
Other postretirement curtailment gain		(1.3	)		—
Change in operating assets and liabilities, net of the effects of acquisitions:
Receivables		67.0			(118.7	)
Inventories		108.6			4.8
Other assets		(1.4	)		(4.1	)
Accounts payable		17.3			113.2
Accrued liabilities		(10.7	)		(19.7	)
Accrued taxes payable		19.2			(0.1	)
Other items		0.5			0.2

Net adjustments		201.1			(18.8	)

Net cash provided by (used in) operating activities		194.8			(9.6	)

Investing activities:
Increase in restricted cash, net		(0.3	)		(1.1	)
Capital expenditures		(7.4	)		(6.0	)
Proceeds from sales of property, plant and equipment		14.6			6.0

Net cash provided by (used in) investing activities		6.9			(1.1	)

Financing activities:
Repayment of debt		(3.3	)		—
Proceeds from credit facility borrowings		—			120.0
Repayment of credit facility borrowings		—			(560.0	)
Net short-term proceeds/(repayments) under credit facility		(253.6	)		425.3
Credit facility issuance costs		—			(0.2	)
Net increase (decrease) in book overdrafts		(9.6	)		29.8

Net cash provided by (used in) financing activities		(266.5	)		14.9

Net increase (decrease) in cash and cash equivalents		(64.8	)		4.2
Effect of exchange rate changes on cash		(2.5	)		—

Net change in cash and cash equivalents		(67.3	)		4.2
Cash and cash equivalents—beginning of period		108.9			35.2

Cash and cash equivalents—end of period	$	41.6		$	39.4

Supplemental disclosures:
Cash paid (received) during the period for:
Interest	$	6.4		$	17.9
Income taxes, net		(20.6	)		4.0

See Notes to Condensed Consolidated Financial Statements.

RYERSON INC. AND SUBSIDIARY COMPANIES

Condensed Consolidated Balance Sheets (Unaudited)

(In millions, except shares)


	March 31, 2009			December 31, 2008
Assets
Current assets:
Cash and cash equivalents	$	41.6		$	108.9
Restricted cash		7.3			7.0
Receivables less provision for allowances, claims and doubtful accounts of $18.7 and $17.1, respectively		432.4			500.9
Inventories		709.8			820.1
Prepaid expenses and other current assets		35.8			51.4

Total current assets		1,226.9			1,488.3

Investments and advances		47.4			49.0

Property, plant, and equipment, at cost		587.7			592.9
Less: Accumulated depreciation		45.7			36.6

Property, plant and equipment, net		542.0			556.3

Deferred income taxes		58.7			59.1
Other intangible assets		13.3			13.9
Goodwill		74.8			76.4
Deferred charges and other assets		27.2			29.5

Total assets	$	1,990.3		$	2,272.5


Liabilities
Current liabilities:
Accounts payable	$	232.3		$	224.9
Salaries, wages and commissions		18.8			32.6
Deferred income taxes		45.6			46.6
Other accrued liabilities		42.3			37.9
Short-term credit facility borrowings		52.2			65.8
Current portion of deferred employee benefits		14.0			14.0

Total current liabilities		405.2			421.8
Long-term debt		718.3			964.5
Deferred employee benefits		487.1			490.7
Taxes and other credits		11.8			12.6

Total liabilities		1,622.4			1,889.6

Commitments and contingencies

Equity
Ryerson Inc. shareholders’ equity:
Common stock, $0.01 par value; 1,000 shares authorized; 100 shares issued at 2009 and 2008		—			—
Capital in excess of par value		491.2			491.2
Accumulated deficit		(4.3	)		—
Accumulated other comprehensive loss		(155.7	)		(147.3	)

Total Ryerson Inc. shareholders’ equity:		331.2			343.9
Noncontrolling interest		36.7			39.0

Total equity		367.9			382.9

Total liabilities and equity	$	1,990.3		$	2,272.5

See Notes to Condensed Consolidated Financial Statements.

RYERSON INC. AND SUBSIDIARY COMPANIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1: FINANCIAL STATEMENTS

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

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

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

The following table shows our percentage of sales by major product lines for the three months ended March 31, 2009 and 2008, respectively:


	Three Months Ended March 31,
Product Line	2009		2008
Stainless and aluminum	45	%	55	%
Carbon flat rolled	29		23
Bars, tubing and structurals	9		9
Fabrication and carbon plate	12		10
Other	5		3

Total	100	%	100	%

Results of operations for any interim period are not necessarily indicative of results of any other periods or for the year. The financial statements as of March 31, 2009 and for the three-month periods ended March 31, 2009 and March 31, 2008 are unaudited, but in the opinion of management include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods. The year-end condensed consolidated balance sheet data contained in this report was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2008 and related notes contained in the Registration Statement on Form S-4/A filed on February 24, 2009. Effective January 1, 2009, we adopted Statement of Financial Accounting Standards (SFAS) No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS 160”). SFAS 160, which was retrospectively applied, requires the Company’s noncontrolling interest to be separately presented as a component of shareholders’ equity on the Condensed Consolidated Balance Sheet and to include the earnings of a consolidated subsidiary in net income within the Condensed Consolidated Statement of Operations.

Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS 131”), establishes standards for reporting information on operating segments in interim and annual financial statements. We had six operating segments based on geographic regions at March 31, 2009. Under the aggregation criteria set forth in SFAS 131, we operate in only one reportable operating segment known as metal service centers. Our Chief Executive Officer, who is considered to be our chief operating decision maker, reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance.

NOTE 2: INVENTORIES

The Company uses the last-in; first-out (LIFO) method of valuing inventory. An actual computation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory valuation.

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

If current cost had been used to value inventories, such inventories would have been $3 million lower than reported at March 31, 2009 and $102 million higher at December 31, 2008. Approximately 88% and 90% of inventories are accounted for under the LIFO method at March 31, 2009 and December 31, 2008, respectively. Non-LIFO inventories consist primarily of inventory at our foreign facilities accounted for by using the weighted-average cost and the specific cost methods.

NOTE 3: LONG-TERM DEBT

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


	March 31, 2009		December 31, 2008
	(In millions)
Secured Credit Facility	$	276.3	$	518.3
12% Senior Secured Notes due 2015		376.2		382.2
Floating Rate Senior Secured Notes due 2014		102.9		102.9
8 ¹/4 % Senior Secured Notes due 2011		4.1		4.1
Foreign debt		11.0		22.8

Total debt		770.5		1,030.3
Less:
Short-term credit facility borrowings		41.2		43.0
Foreign debt		11.0		22.8

Total long-term debt	$	718.3	$	964.5

Credit Facility

On October 19, 2007, the Company entered into a 5-year, $1.35 billion revolving credit facility agreement (“Credit Facility”) with a maturity date of October 18, 2012. At March 31, 2009, the Company had $276.3 million of outstanding borrowings, $32 million of letters of credit issued and $453 million available under the Credit Facility compared to $518.3 million of outstanding borrowings, $32 million of letters of credit issued and $469 million available at December 31, 2008. Total credit availability is limited by the amount of eligible account receivables and inventory pledged as collateral under the agreement. The weighted-average interest rate on the borrowings under the Credit Facility was 2.1 percent and 2.4 percent at March 31, 2009 and December 31, 2008, respectively.

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

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

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

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

2014 and 2015 Notes

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

At March 31, 2009, $376.2 million of the 2015 Notes and $102.9 million of the 2014 Notes remain outstanding. From time to time, the Company has repurchased and in the future may repurchase 2014 and 2015 Notes in the open market. During the first three months of 2009, $6.0 million principal amount of the 2015 Notes were repurchased for $3.3 million and retired, resulting in the recognition of a $2.7 million gain.

The 2014 and 2015 Notes and guarantees are secured by a first-priority lien on substantially all of our and our guarantors’ present and future assets located in the United States (other than receivables and inventory and related general intangibles, certain other assets and proceeds thereof) including equipment, owned real property interests valued at $1 million or more and all present and future shares of capital stock or other equity interests of each of our and each guarantor’s directly owned domestic subsidiaries and 65% of the present and future shares of capital stock or other equity interests, of each of our and each guarantor’s directly owned foreign restricted subsidiaries, in each case subject to certain exceptions and customary permitted liens. The 2014 and 2015 Notes and guarantees are secured on a second-priority basis by a lien on the assets that secure our obligations under our revolving Credit Facility. The 2014 and 2015 Notes contain customary covenants that, among other things, limit, subject to certain exceptions, our ability, and the ability of our restricted subsidiaries, to incur additional indebtedness, pay dividends on our capital stock or repurchase our capital stock, make investments, sell assets, engage in acquisitions, mergers or consolidations or create liens or use assets as security in other transactions.

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

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

$150 Million 8 ¹/4% Senior Notes due 2011

At March 31, 2009, $4.1 million of the 8¹/4% Senior Notes due 2011 (“2011 Notes”) remain outstanding. The 2011 Notes pay interest semi-annually and mature on December 15, 2011.

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

Foreign Debt

Based on our voting control of VSC-Ryerson, we have fully consolidated the operations of VSC-Ryerson as of October 31, 2008. Of the total borrowings of $11.0 million outstanding at March 31, 2009, $9.1 million was owed to banks in Asia at a weighted average interest rate of 4.9% secured by inventory and property, plant and equipment. VSC-Ryerson also owed $1.9 million at March 31, 2009 to Van Shung Chong Holdings Limited, our joint venture partner, at a weighted average interest rate of 4.6%.

NOTE 4: DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivatives

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

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

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


	Asset Derivatives						Liability Derivatives
	March 31, 2009			December 31, 2008			March 31, 2009			December 31, 2008
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(In millions)
Derivatives not designated as hedging instruments under Statement 133
Interest rate contracts	N/A	$	—	N/A	$	—	Non-current taxes and other liabilities	$	3.1	Non-current taxes and other liabilities	$	3.3
Foreign exchange contracts	Deferred charges and other non- current assets		0.1	Deferred charges and other non- current assets		0.5	N/A		—	N/A		—
Commodity contracts	N/A		—	N/A		—	Accounts Payable		2.9	Accounts Payable		3.3

Total derivatives		$	0.1		$	0.5		$	6.0		$	6.6

The Company’s interest rate forward contracts had a notional amount of $160 million as of March 31, 2009 and December 31, 2008. As of March 31, 2009 and December 31, 2008, the Company’s foreign currency exchange contracts had a U.S. dollar notional amount of $3.4 million and $7.3 million, respectively. As of March 31, 2009 and December 31, 2008, the Company had 400 and 574 metric tons, respectively, of nickel futures or option contracts related to forecasted purchases.

The following table summarizes the location and amount of gains and losses reported in our consolidated statement of operations for the three months ended March 31, 2009 and 2008:


		Amount of Gain/(Loss) Recognized in Income on Derivative
Derivatives not designated as hedging instruments under Statement 133	Location of Gain/(Loss) Recognized in Income on Derivative	Three Months Ended March 31, 2009			Three Months Ended March 31, 2008
		(In millions)
Interest rate contracts	Interest Expense	$	0.4		$	(2.8	)
Foreign exchange contracts	Other Income and Expense		(0.4	)		0.8
Commodity contracts	Cost of Goods Sold		(0.4	)		0.7

Total		$	(0.4	)	$	(1.3	)

Fair Value of Financial Instruments

Effective January 1, 2008, the Company partially adopted SFAS 157, which primarily requires expanded disclosure for assets and liabilities recorded on the balance sheet at fair value. As permitted by Staff Position (“FSP”) No. 157-2, “Effective Date of FASB Statement No. 157,” the Company adopted the nonrecurring fair value measurement disclosures of nonfinancial assets and liabilities on January 1, 2009. The adoption did not have a material impact on our consolidated financial statements. To increase consistency and comparability in fair value measurements, SFAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

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

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

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

The following table presents assets and liabilities measured and recorded at fair value on our Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2009:


	Level 1		Level 2		Level 3
	(In millions)
Assets
Cash equivalents	$	4.2	$	—	$	—
Mark-to-market derivatives		—		0.1		—
Liabilities
Mark-to-market derivatives		—		6.0		—

NOTE 5: EMPLOYEE BENEFITS

The following table summarizes the components of net periodic benefit cost for the three-month periods ended March 31, 2009 and 2008 for the Ryerson pension plans and postretirement benefits other than pension:


	Three Months Ended March 31,
	Pension Benefits						Other Benefits
	2009			2008			2009			2008
	(In millions)
Components of net periodic benefit cost
Service cost	$	—		$	1		$	1		$	1
Interest cost		11			11			3			3
Expected return on assets		(12	)		(13	)		—			—
Recognized actuarial net gain		—			—			(1	)		—
Curtailment gain		—			—			(1	)		—

Net periodic benefit cost (credit)	$	(1	)	$	(1	)	$	2		$	4

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

Contributions

The Company anticipates that it will have a minimum required pension contribution funding of approximately $14 million in 2009.

NOTE 6: RESTRUCTURING CHARGES

The following summarizes restructuring accrual activity for the three-month period ended March 31, 2009:


	Employee related costs			Tenancy and other costs			Total restructuring costs
	(In millions)
Balance at December 31, 2008	$	6.2		$	1.5		$	7.7
Cash payments		(4.1	)		(0.1	)		(4.2	)

Balance at March 31, 2009	$	2.1		$	1.4		$	3.5

2009

During the first quarter of 2009, the Company paid $4.2 million related to the exit plan liability recorded on October 19, 2007, as part of the Merger of Rhombus Merger Corporation with and into Ryerson. The remaining balance as of March 31, 2009 is expected to be substantially paid during 2009.

NOTE 7: STOCKHOLDERS’ EQUITY AND OTHER COMPREHENSIVE INCOME

The following table details changes in capital accounts:


	Ryerson Inc. Shareholders
									Accumulated Other Comprehensive Income (Loss)
	Common Stock			Capital in Excess of Par Value		Accumulated Deficit			Foreign Currency Translation			Benefit Plan Liabilities			Noncontrolling Interest			Total
	Shares	Dollars		Dollars		Dollars			Dollars			Dollars			Dollars			Dollars
	(In millions)
Balance at December 31, 2008	—	$	—	$	491.2	$	—		$	(45.6	)	$	(101.7	)	$	39.0		$	382.9
Net loss	—		—		—		(4.3	)		—			—			(2.0	)		(6.3	)
Foreign currency translation	—		—		—		—			(9.5	)		—			(0.3	)		(9.8	)
Changes in unrecognized benefit costs (net of tax provision of $0.7)	—		—		—		—			—			1.4			—			1.4
Benefit plan liabilities – adjustment for recognition of prior service cost and net loss,(net of tax benefit of $0.2)	—		—		—		—			—			(0.3	)		—			(0.3	)

Balance at March 31, 2009	—	$	—	$	491.2	$	(4.3	)	$	(55.1	)	$	(100.6	)	$	36.7		$	367.9

The following sets forth the components of comprehensive income:


	Three Months Ended March 31,
	2009			2008
	(In millions)
Net income (loss)	$	(6.3	)	$	9.2
Other comprehensive income (loss):
Foreign currency translation adjustments		(9.8	)		(6.8	)
Changes in unrecognized benefit costs, net of tax provision of $0.7 in 2009		1.4			—
Benefit plan liabilities – adjustment for recognition of prior service cost and net loss, net of tax benefit of $0.2 in 2009		(0.3	)		—

Total comprehensive income (loss)		(15.0	)		2.4
Less: Comprehensive income (loss) attributable to noncontrolling interest		(2.3	)		—

Comprehensive income (loss) attributable to Ryerson Inc.	$	(12.7	)	$	2.4

NOTE 8: COMMITMENTS AND CONTINGENCIES

From time to time, we are named as a defendant in legal actions incidental to our ordinary course of business. We do not believe that the resolution of these claims will have a material adverse effect on our financial position, results of operations or cash flows. We maintain liability insurance coverage to assist in protecting our assets from losses arising from or related to activities associated with business operations.

On April 22, 2002, Champagne Metals, an Oklahoma metals service center that processes and sells aluminum products, sued us and other metals service centers in the United States District Court for the Western District of Oklahoma. The other defendants are Ken Mac Metals, Inc.; Samuel, Son & Co., Limited; Samuel Specialty Metals, Inc.; Metal West, L.L.C.; Integris Metals (now owned by us); and Earle M. Jorgensen Company. Champagne Metals alleges a conspiracy among the defendants to induce or coerce aluminum suppliers to refuse to designate it as a distributor in violation of federal and state antitrust laws and tortious interference with business and contractual relations. The complaint seeks damages with the exact amount to be proved at trial. Champagne Metals seeks treble damages on its antitrust claims and seeks punitive damages in addition to actual damages on its other claim. We believe that the suit is without merit, and we answered the complaint denying all claims and allegations, and filed a Motion for Summary Judgment which was granted. On September 15, 2005, the U.S. Court of Appeals for the Tenth Circuit heard oral arguments on plaintiff’s appeal of the lower court

decision. On August 7, 2006, the U.S. Court of Appeals for the Tenth Circuit issued a ruling affirming in part and reversing in part the district court judgment in favor of defendants, and sent the case back to the district court for reconsideration of the summary judgment in light of guidance provided by the Tenth Circuit opinion. On November 17, 2006, the defendants filed a second Motion for Summary Judgment with the United States District Court for the Western District of Oklahoma addressing the issues raised by the Court of Appeals. On July 27, 2007, the District Court denied the defendants’ motion, but reserved its decision on the portion of the motion addressing the plaintiff’s damage claim. We continue to believe this suit is without merit and intend to vigorously defend our position in this matter. We cannot determine at this time whether any potential liability related to this litigation would materially affect our financial position, results of operations, or cash flows.

NOTE 9: CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS

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

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

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2009

(In millions)


	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	694.5		$	110.8		$	(0.6	)	$	804.7
Cost of materials sold		—			578.8			101.0			(0.6	)		679.2

Gross profit		—			115.7			9.8			—			125.5
Warehousing, delivery, selling, general and administrative		0.9			108.5			14.7			—			124.1
Gain on sale of assets		—			(3.3	)		—			—			(3.3	)
Other postretirement benefits curtailment gain		—			—			(1.3	)		—			(1.3	)

Operating profit (loss)		(0.9	)		10.5			(3.6	)		—			6.0
Other income and (expense), net		2.7			—			—			—			2.7
Interest and other expense on debt		(18.2	)		0.4			(0.4	)		—			(18.2	)
Intercompany transactions:
Interest expense on intercompany loans		(12.2	)		—			(0.2	)		12.4			—
Interest income on intercompany loans		—			12.4			—			(12.4	)		—

Income (loss) before income taxes		(28.6	)		23.3			(4.2	)		—			(9.5	)
Provision (benefit) for income taxes		(11.6	)		9.1			(0.7	)		—			(3.2	)
Equity in (earnings) loss of subsidiaries		(12.7	)		1.5			—			(11.2	)		—

Net income (loss)		(4.3	)		12.7			(3.5	)		(11.2	)		(6.3	)
Less: Net income (loss) attributable to noncontrolling interest		—			—			(2.0	)		—			(2.0	)

Net income (loss) attributable to Ryerson Inc.	$	(4.3	)	$	12.7		$	(1.5	)	$	(11.2	)	$	(4.3	)

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2008

(In millions)


	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	1,223.5		$	150.7		$	(3.9	)	$	1,370.3
Cost of materials sold		—			1,055.7			124.6			(3.9	)		1,176.4

Gross profit		—			167.8			26.1			—			193.9
Warehousing, delivery, selling, general and administrative		1.2			133.9			15.9			—			151.0

Operating profit (loss)		(1.2	)		33.9			10.2			—			42.9
Other income and (expense), net		0.7			—			1.9			—			2.6
Interest and other expense on debt		(28.2	)		(2.8	)		(0.2	)		—			(31.2	)
Intercompany transactions:
Interest expense on intercompany loans		(12.7	)		—			—			12.7			—
Interest income on intercompany loans		—			12.5			0.2			(12.7	)		—

Income (loss) before income taxes		(41.4	)		43.6			12.1			—			14.3
Provision (benefit) for income taxes		(16.0	)		17.5			3.6			—			5.1
Equity in (earnings) loss of subsidiaries		(34.6	)		(7.2	)		—			41.8			—

Net income (loss)		9.2			33.3			8.5			(41.8	)		9.2
Less: Net income (loss) attributable to noncontrolling interest		—			—			—			—			—

Net income (loss) attributable to Ryerson Inc.	$	9.2		$	33.3		$	8.5		$	(41.8	)	$	9.2

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2009

(In millions)


	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Operating activities:
Net income (loss)	$	(4.3	)	$	12.7		$	(3.5	)	$	(11.2	)	$	(6.3	)

Non-cash expenses		2.1			(1.2	)		0.2			—			1.1
Equity in (earnings) loss of subsidiaries		(12.7	)		1.5			—			11.2			—
Changes in working capital		31.0			224.3			(55.3	)		—			200.0

Net adjustments		20.4			224.6			(55.1	)		11.2			201.1

Net cash provided by (used in) operating activities		16.1			237.3			(58.6	)		—			194.8

Investing activities:
Net cash provided by (used in) investing activities		—			(227.9	)		(1.2	)		236.0			6.9

Financing activities:
Net cash provided by (used in) financing activities		(15.6	)		(9.6	)		(5.3	)		(236.0	)		(266.5	)

Net increase (decrease) in cash and cash equivalents		0.5			(0.2	)		(65.1	)		—			(64.8	)
Effect of exchange rate changes on cash		—			—			(2.5	)		—			(2.5	)

Net change in cash and cash equivalents		0.5			(0.2	)		(67.6	)		—			(67.3	)
Beginning cash and cash equivalents		0.1			7.6			101.2			—			108.9

Ending cash and cash equivalents	$	0.6		$	7.4		$	33.6		$	—		$	41.6

RYERSON INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2008

(In millions)


	Parent			Guarantor			Non-guarantor			Eliminations			Consolidated
Operating activities:
Net income (loss)	$	9.2		$	33.3		$	8.5		$	(41.8	)	$	9.2

Non-cash expenses		(23.5	)		30.1			(0.3	)		—			6.3
Equity in (earnings) loss of subsidiaries		(34.6	)		(7.2	)		—			41.8			—
Changes in working capital		(37.1	)		0.9			11.1			—			(25.1	)

Net adjustments		(95.2	)		23.8			10.8			41.8			(18.8	)

Net cash provided by (used in) operating activities		(86.0	)		57.1			19.3			—			(9.6	)

Investing activities:
Net cash used in investing activities		(1.1	)		(101.7	)		(0.4	)		102.1			(1.1	)

Financing activities:
Net cash provided by (used in) financing activities		87.2			35.1			(5.3	)		(102.1	)		14.9

Net change in cash and cash equivalents		0.1			(9.5	)		13.6			—			4.2
Beginning cash and cash equivalents		0.1			29.9			5.2			—			35.2

Ending cash and cash equivalents	$	0.2		$	20.4		$	18.8		$	—		$	39.4

RYERSON INC.

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)

MARCH 31, 2009

(In millions)


	Parent		Guarantor		Non-guarantor		Eliminations			Consolidated
ASSETS
Current Assets	$	1,695.9	$	1,003.9	$	234.1	$	(1,707.0	)	$	1,226.9
Property, plant and equipment, net of accumulated depreciation		—		488.4		53.6		—			542.0
Other noncurrent assets		867.8		1,806.5		59.0		(2,511.9	)		221.4

Total Assets	$	2,563.7	$	3,298.8	$	346.7	$	(4,218.9	)	$	1,990.3

LIABILITIES AND EQUITY
Current liabilities	$	59.6	$	2,002.9	$	49.7	$	(1,707.0	)	$	405.2
Noncurrent liabilities		2,172.9		485.2		25.9		(1,466.8	)		1,217.2
Ryerson Inc. stockholders’ equity		331.2		810.7		234.4		(1,045.1	)		331.2
Noncontrolling interest		—		—		36.7		—			36.7

Total Liabilities and Equity	$	2,563.7	$	3,298.8	$	346.7	$	(4,218.9	)	$	1,990.3

RYERSON INC.

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2008

(In millions)


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

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

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

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

NOTE 10: RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

In December 2008, the FASB issued FSP FAS 132(R)-1, “Employer’s Disclosures about Postretirement Benefit Plan Assets.” The FSP amends SFAS No. 132 (Revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits”, to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. The disclosures about plan assets required by this FSP shall be provided for fiscal years ending after December 15, 2009.

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

In April 2009, the FASB issued FSP SFAS 115-a, SFAS 124-a, and EITF 99-20-b, “Recognition and Presentation of Other-Than-Temporary Impairments.” This FSP provides guidance in determining whether impairments in debt securities are other than temporary, and modifies the presentation and disclosures surrounding such instruments. The FSP is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company plans to adopt the provisions during second quarter 2009, but does not believe this guidance will have a significant impact on the Company’s financial position, cash flows, or disclosures.

NOTE 11: RELATED PARTIES

We pay an affiliate of Platinum Equity, LLC an annual monitoring fee of up to $5.0 million pursuant to a corporate advisory services agreement. The monitoring fee was $1.3 million in the first three months of 2009 and 2008.

Item 2.

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

This quarterly report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth under “Forward-Looking Statements” and “Risk Factors” in the Company’s Registration Statement on Form S-4/A filed on February 24, 2009 and the caption “Industry and Operating Trends” included herein “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this quarterly report. Moreover, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this quarterly report or to reflect the occurrence of unanticipated events.

The following discussion should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and related Notes thereto in Item 1, “FINANCIAL STATEMENTS” in this Quarterly Report on Form 10-Q and the Company’s Consolidated Financial Statements for the year ended December 31, 2008 and related Notes thereto in the Company’s Registration Statement on Form S-4/A filed on February 24, 2009.

Industry and Operating Trends

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

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

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

Gross profit. Gross profit is the difference between net sales and the cost of materials sold. Cost of materials sold includes metal purchase and in-bound freight costs, third-party processing costs and direct and indirect internal processing costs. The Company’s sales prices to its customers are subject to market competition. Achieving acceptable levels of gross profit is dependent on the Company acquiring metals at competitive prices, its ability to manage the impact of changing prices and efficiently managing its internal and external processing costs.

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

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

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


	Three months ended March 31, 2009			% of Net Sales		Three months ended March 31, 2008			% of Net Sales
Net sales	$	804.7		100.0	%	$	1,370.3		100.0	%
Gross profit		125.5		15.6			193.9		14.2
Warehousing, delivery, selling, general and administrative expenses		124.1		15.4			151.0		11.1
Gain on sale of assets		(3.3	)	(0.4	)		—		—
Other postretirement benefits curtailment gain		(1.3	)	(0.1	)		—		—
Operating profit		6.0		0.7			42.9		3.1
Other expenses		(15.5	)	(1.9	)		(28.6	)	(2.1	)
Provision (benefit) for income taxes		(3.2	)	(0.4	)		5.1		0.3
Net income (loss)		(6.3	)	(0.8	)		9.2		0.7
Noncontrolling interest		(2.0	)	(0.3	)		—		—
Net income (loss) attributable to Ryerson Inc.		(4.3	)	(0.5	)		9.2		0.7

For the first quarter of 2009, the Company reported a net loss of $6.3 million, as compared with net income of $9.2 million, in the first quarter of 2008.

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

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


	Percentage of Sales Revenue Three Months Ended March 31,
Product Line	2009		2008
Stainless and aluminum	45	%	55	%
Carbon flat rolled	29		23
Bars, tubing and structurals	9		9
Fabrication and carbon plate	12		10
Other	5		3

Total	100	%	100	%

Net Sales. Revenue for the first quarter of 2009 decreased 41.3% to $804.7 million from the same period a year ago. Average selling price decreased 10.6% against the price levels in the first quarter of 2008. Volume for the first quarter of 2009 decreased 34.3% from the first quarter of 2008. The decrease in volume reflects the significant deterioration of market conditions compared to the year-ago period. The product mix revenue change reflects the relative change in selling price per ton, as volume mix was relatively consistent.

Gross profit. Gross profit decreased by $68.4 million to $125.5 million in the first quarter of 2009. Gross profit per ton of $272 in the first quarter of 2009 decreased from $276 per ton in the year-ago quarter due to lower average selling prices year-over-year. Gross profit as a percent of sales in the first quarter of 2009 increased to 15.6% from 14.2% a year ago.

Operating expenses. Total operating expenses decreased by $31.5 million to $119.5 million in the first quarter of 2009 from $151.0 million a year ago. The decrease was primarily due to lower wages and salaries of $11.9 million and lower benefit expenses of $11.3 million resulting from lower employment levels after workforce reductions, lower delivery expenses of $8.8 million resulting from reduced volume and the $3.3 million gain on the sale of assets, partially offset by an increase in

bad debt expense of $5.6 million. On a per ton basis, first quarter 2009 operating expenses increased to $259 per ton from $215 per ton in the first quarter of 2008 due to the relatively greater decline in volume being partially offset by lower operating expenses.

Operating profit. For the quarter, the Company reported an operating profit of $6.0 million, or $13 per ton, compared to an operating profit of $42.9 million, or $61 per ton, in the year-ago period, as a result of the factors discussed above.

Interest and other expense on debt. Interest and other expense on debt decreased to $18.2 million from $31.2 million in the year-ago quarter, primarily due to lower average borrowings and lower interest rates on variable rate debt in the first quarter of 2009 as compared to the same period in the prior year, as well as the impact of retirement of a portion of the Notes.

Provision for income taxes. In the first quarter of 2009 the Company recorded an income tax benefit of $3.2 million compared to a $5.1 million income tax expense in the first quarter of 2008. The effective tax rate was 33.7% in the first quarter of 2009 and 35.7% in the first quarter of 2008. The reduction in effective tax rate during the first quarter of 2009 was primarily due to the impact of permanent differences on a pretax loss in the first quarter of 2009.

Liquidity and Capital Resources

The Company’s primary sources of liquidity are cash and cash equivalents, cash flows from operations and borrowing availability under its revolving credit facility. Its principal source of operating cash is from the sale of metals and other materials. Its principal uses of cash are for payments associated with the procurement and processing of metals and other materials inventories, costs incurred for the warehousing and delivery of inventories and the selling and administrative costs of the business, and for capital expenditures.

The following table summarizes the Company’s cash flows:


	Three months ended March 31,
	2009			2008
	(In millions)
Net cash provided by (used in) operating activities	$	194.8		$	(9.6	)
Net cash provided by (used in) investing activities		6.9			(1.1	)
Net cash provided by (used in) financing activities		(266.5	)		14.9
Effect of exchange rates on cash		(2.5	)		—

Net increase (decrease) in cash and cash equivalents	$	(67.3	)	$	4.2

The Company had cash and cash equivalents at March 31, 2009 of $41.6 million, compared to $108.9 million at December 31, 2008. The Company had $771 million and $1,030 million of total debt outstanding, a debt-to-capitalization ratio of 68% and 73% and $453 million and $469 million available under its revolving Credit Facility at March 31, 2009 and December 31, 2008, respectively.

Net cash provided by operating activities of $194.8 million in the first quarter of 2009 was primarily due to a decrease in inventories of $108.6 million resulting from management’s efforts to reduce inventory in a weak economic environment, a decrease in accounts receivable of $67.0 million reflecting lower volume in the first quarter of 2009 and the receipt of a federal income tax refund of $22.0 million.

Capital expenditures during the first quarter of 2009 totaled $7.4 million compared to $6.0 million in the first quarter of 2008. The Company sold property, plant and equipment generating cash proceeds of $14.6 million and $6.0 million during the three-month periods ended March 31, 2009 and 2008, respectively.

Net cash used in financing activities in the first quarter of 2009 was $266.5 million, compared to net cash provided by financing activities of $14.9 million during the first quarter of 2008. Net cash used in financing activities in the first quarter of 2009 was primarily related to credit facility repayments made possible from lower working capital requirements. Net cash provided by financing activities in the first three months of 2008 was primarily related to an increase in net book overdrafts of $29.8 million.

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

Total Debt

Total debt outstanding as of March 31, 2009 consisted of the following amounts: $276.3 million borrowing under the Credit Facility, $102.9 million under the 2014 Notes, $376.2 million under the 2015 Notes, $4.1 million under the 2011 Notes, and $11.0 million related to foreign debt. Availability at March 31, 2009 and December 31, 2008 under the Credit Facility was $453 million and $469 million, respectively. Discussion of each of these borrowings follows.

On October 19, 2007, the Company entered into a 5-year, $1.35 billion revolving credit facility agreement with a maturity date of October 18, 2012. At March 31, 2009, the Company had $276.3 million of outstanding borrowings, $32 million of letters of credit issued and $453 million available under the Credit Facility compared to $518.3 million of outstanding borrowings, $32 million of letters of credit issued and $469 million available at December 31, 2008. At April 30, 2009, the Company had $233 million of outstanding borrowings, $32 million of letters of credit issued and $342 million available under the Credit Facility. Total credit availability is limited by the amount of eligible account receivables and inventory pledged as collateral under the agreement. The weighted-average interest rate on the borrowings under the Credit Facility was 2.1 percent and 2.4 percent at March 31, 2009 and December 31, 2008, respectively.

2014 and 2015 Notes

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

$150 Million 8¹/4% Senior Notes due 2011

At March 31, 2009, $4.1 million of the 8¹/4% Senior Notes due 2011 (“2011 Notes”) remain outstanding. The 2011 Notes pay interest semi-annually and mature on December 15, 2011.

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

Foreign Debt

Pension Funding

At December 31, 2008, pension liabilities exceeded plan assets by $296 million. The Company anticipates that it will have a minimum required pension contribution of approximately $14 million in 2009 under the Employee Retirement Income Security Act of 1974 (“ERISA”) and Pension Protection Act (“PPA”) in the U.S and the Income Tax Act in Canada. Future contribution requirements depend on the investment returns on plan assets, the impact of discount rates on pension liabilities, and changes in regulatory requirements. The Company is unable to determine the amount or timing of any such contributions or whether any such contributions would have a material adverse effect on the Company’s financial position or cash flows. The Company believes that cash flow from operations and its Credit Facility described above will provide sufficient funds to make the minimum required contributions in 2009.

Contractual Obligations

The following table presents contractual obligations at March 31, 2009:


	Payments Due by Period
Contractual Obligations(1)	Total		Less than 1 year		1 –3 years		4 – 5 years		After 5 years
	(In millions)
Floating Rate Notes	$	103	$	—	$	—	$	—	$	103
Fixed Rate Long Term Notes		376		—		—		—		376
Other Long Term Notes		4		—		4		—		—
Credit Facility		276		—		—		276		—
Foreign Debt		11		11		—		—		—
Interest on Floating Rate Notes, Fixed Rate, Other Long Term Notes and Credit Facility (2)		369		60		120		112		77
Purchase Obligations (3)		192		192		—		—		—
Operating leases		74		21		24		13		16

Total	$	1,405	$	284	$	148	$	401	$	572

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

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

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

Rhombus Holding Corporation 2009 Participation Plan

Our named executive officers participate in the Rhombus Holding Corporation 2009 Participation Plan (the “Participation Plan”), which was adopted by Parent on February 16, 2009. The Participation Plan provides for the grant of participation units to certain key employees of Parent and its subsidiaries in exchange for the key employee’s execution of a two-year noncompete agreement. Upon (i) the sale of all or a portion of Parent’s common stock by Platinum Equity Capital Partners, L.P. or its affiliates (“Platinum”), or (ii) the payment of a cash dividend by Parent to Platinum (each such event being referred to as “qualified event”), the participants will receive a cash payment in respect of each vested participation unit in an amount intended to represent the per unit appreciation in the Parent’s valuation since the date of grant that is realized by Platinum in connection with such qualified event. The payments may be made either in a lump sum or in installments as determined by the Parent’s compensation committee. Generally, if a participant undergoes a termination of employment for any reason or violates any agreement with the Parent regarding the assignment of intellectual property or to the confidentiality of Parent’s information, the participant will forfeit all of his or her participation units, whether or not such units have vested.

Outlook

The Company experienced unprecedented weakness in first quarter 2009 volume based on slowing orders from our manufacturing customers. Volume, pricing and margins decreased as service centers and customers reduced inventory and as mills reduced prices. The Company expects the economic weakness will continue at least through the first half of 2009 and this condition will negatively impact volume and margins. High unemployment, economic uncertainty, and limited credit availability, among other factors, will likely continue to dampen capital equipment and consumer spending for the foreseeable future. Mills and customers both continue to operate at historically low levels of capacity utilization. In response to the current economic environment, the Company has taken significant steps to improve our expense structure and working capital investment.

Metals prices remain volatile and such volatility can have significant impact on the Company’s selling prices. Domestic metals pricing remains difficult to predict due to its commodity nature and the extent to which prices are affected by interest rates, foreign exchange rates, energy prices, international supply & demand imbalances, surcharges, and other factors.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Interest rate risk

We are exposed to market risk related to our fixed-rate and variable-rate long-term debt. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. Changes in interest rates may affect the market value of our fixed-rate debt. The estimated fair value of our long-term debt and the current portions thereof using quoted market prices of Company debt securities recently traded and market-based prices of similar securities for those securities not recently traded was $526 million at March 31, 2009 and $840 million at December 31, 2008 as compared with the carrying value of $771 million and $1,030 million at March 31, 2009 and December 31, 2008, respectively.

We had forward agreements for $160 million notional amount of pay fixed, receive floating interest rate swaps at March 31, 2009 and December 31, 2008 to effectively convert the interest rate from floating to fixed through 2009. We do not currently account for these contracts as hedges but rather mark them to market with a corresponding offset to current earnings. At March 31, 2009, these agreements had a liability value of $3.1 million. A hypothetical 1% increase in interest rates on variable rate debt would have increased interest expense for the first three months of 2009 by approximately $5.2 million.

Foreign exchange rate risk

We are subject to exposure from fluctuations in foreign currencies. We use foreign currency exchange contracts to hedge our Canadian subsidiaries variability in cash flows from the forecasted payment of currencies other than the functional currency. The Canadian subsidiaries’ foreign currency contracts were principally used to purchase U.S. dollars. We had foreign currency contracts with a U.S. dollar notional amount of $3.4 million outstanding at March 31, 2009, and an asset value of $0.1 million. We do not currently account for these contracts as hedges but rather mark these contracts to market with a corresponding offset to current earnings.

Commodity price risk

Metal prices can fluctuate significantly due to several factors including changes in foreign and domestic production capacity, raw material availability, metals consumption and foreign currency rates. Declining metal prices could reduce our revenues, gross profit and net income. From time to time, we may enter into fixed price sales contracts with our customers for certain of our inventory components. We may enter into metal commodity futures and options contracts to reduce volatility in the price of these metals. We do not currently account for these contracts as hedges, but rather mark these contracts to market with a corresponding offset to current earnings. As of March 31, 2009, we had 400 metric tons of nickel futures or option contracts outstanding with a liability value of $2.9 million.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2009.

Changes in Internal Controls Over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s controls over financial reporting during the quarter ended March 31, 2009.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

There have been no material changes relating to this Item from those set forth in Amendment No. 2 to the Registration Statement on Form S-4, filed on February 24, 2009.

Item 1A.

Risk Factors

Except as set forth below, there have been no material changes relating to this Item from those set forth in Amendment No. 2 to the Registration Statement on Form S-4, filed on February 24, 2009.

The current economic downturn has reduced demand for our products and may continue to reduce demand until an economic recovery. Reduced demand for our products may have a material adverse effect on our business, financial condition or results of operations.

Demand for our products is affected by a number of general economic factors. A decline in economic activity in the United States and other markets in which we operate could materially affect our financial condition and results of operations. The U.S. economy entered an economic recession in December 2007, which spread to many global markets in 2008 and affected Ryerson and other metals service centers. In late 2008, the metals industry including Ryerson and other service centers felt additional effects of the worsening recession and the impact of the credit market disruption. These events contributed to a rapid decline in both demand for our products and pricing levels for those products. We are unable to predict the duration or severity of the current global economic and financial crisis that may cause our financial condition to worsen from current levels. The company has implemented or is taking a number of actions to conserve cash, reduce costs and strengthen its competitiveness, including curtailing non-critical capital expenditures, initiating headcount reductions and reductions of certain employee benefits, among other actions. However, there can be no assurance that these actions, or any others that the company may take in response to further deterioration in economic and financial conditions, will be sufficient.

The global financial and banking crises have caused a lack of credit availability that has limited and may continue to limit the ability of our customers to purchase our products or to pay us in a timely manner.

In climates of global financial and banking crises, such as those we are currently experiencing, the ability of our customers to maintain credit availability has become more challenging. In particular, the financial viability of many of our customers is threatened, which may impact their ability to pay us amounts due, further affecting our financial condition and results of operations.

The current economic downturn has reduced metals prices. We cannot assure you when or if prices will rise. Lower metals prices may have significantly impact our liquidity, net sales, gross margins, operating income and net income.

The metals industry as a whole is cyclical and, at times, pricing and availability of metal can be volatile due to numerous factors beyond our control, including general domestic and international economic conditions, labor costs, sales levels, competition, levels of inventory held by other metals service centers, consolidation of metals producers, higher raw material costs for the producers of metals, import duties and tariffs and currency exchange rates. This volatility can significantly affect the availability and cost of materials for us.

We, like many other metals service centers, maintain substantial inventories of metal to accommodate the short lead times and just-in-time delivery requirements of our customers. Accordingly, we purchase metals in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, contracts with customers and market conditions. When metals prices decline, as they did in the fourth quarter of 2008 and first quarter of 2009, customer demands for lower prices and our competitors’ responses to those demands could result in lower sale prices and, consequently, lower margins as we use existing metals inventory. Metals prices may continue to decline in 2009 and further declines in those prices or further reductions in sales volumes could adversely impact our ability to maintain our liquidity and to remain in compliance with certain financial covenants in our Credit Facility as well as result in us incurring inventory or goodwill impairment charges. Changing metal prices therefore could significantly impact our liquidity, net sales, gross margins, operating income and net income.

Item 6.

Exhibits

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

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

SIGNATURE

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


RYERSON INC.

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

Date: May 4, 2009

EXHIBIT INDEX


Exhibit No.		Description
4.1		Exchange Global 12% Senior Secured Note due 2015

4.2		Exchange Global Floating Rate Senior Secured Note due 2014

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

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

32.1		Written Statement of Stephen E. Makarewicz, President and Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Written Statement of Terence R. Rogers, 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

EX-4.1 2 dex41.htm EXCHANGE GLOBAL 12% SENIOR SECURED NOTE DUE 2015 Exchange Global 12% Senior Secured Note due 2015

Exhibit 4.1

12% SENIOR SECURED NOTE DUE 2015

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

RYERSON INC.

12% SENIOR SECURED NOTE DUE 2015


No. 001		CUSIP: 78375P AL1
		ISIN: US78375P AL13

Ryerson Inc. promises to pay to Cede & Co. or registered assigns, the principal sum of THREE HUNDRED SEVENTY-SIX MILLION TWO HUNDRED TEN THOUSAND DOLLARS $376,210,000 on November 1, 2015.

Interest Payment Dates: May 1 and November 1, beginning May 1, 2008.

Record Dates: April 15 and October 15.

Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under this indenture referred to on the reverse hereof or be valid or obligatory for any purpose.


RYERSON INC.

By:		/s/ Terence R. Rogers
		Name: Terence R. Rogers Title: Chief Financial Officer


TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the 12% Senior Secured Notes referred to in the within-mentioned Indenture: Dated: April 9, 2009

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:		/s/ Lynn M. Steiner
		Authorized Signatory

(Reverse of 12% Senior Secured Note)

12% Senior Secured Notes due 2015

RYERSON INC.

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) Interest.

(a) Ryerson Inc., a Delaware corporation, or its successor (together, “Ryerson” or the “Company”), promises to pay interest on the principal amount of this Note (“12% Senior Secured Note” and, together with the Floating Rate Senior Secured Note, the “Notes”) at a fixed rate. Ryerson will pay interest in United States dollars (except as otherwise provided herein) semiannually in arrears on May 1 and November 1, commencing on May 1, 2008 or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the 12% Senior Secured Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including October 19, 2007; provided that if there is no existing Default or Event of Default in the payment of interest, and if this 12% Senior Secured Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date (but after October 19, 2007), interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of 12% Senior Secured Notes, in which case interest shall accrue from the date of authentication. Ryerson shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1 % per annum in excess of the then applicable interest rate on the 12% Senior Secured Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

(b) Registration Rights Agreement. The Holder of this Note is entitled to the benefits of a Registration Rights Agreement, dated as of October 19, 2007, among Rhombus Merger Corporation (subsequently merged with and into Ryerson, “Rhombus”), the Guarantors party thereto and the Initial Purchasers.

(2) Method of Payment. Ryerson will pay interest on the 12% Senior Secured Notes (except defaulted interest) on the applicable Interest Payment Date to the Persons who are registered Holders of 12% Senior Secured Notes at the close of business on the May 1 and November 1 preceding the Interest Payment Date, even if such 12% Senior Secured Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The 12% Senior Secured Notes shall be payable as to principal, premium and interest at the office or agency of Ryerson maintained for such purpose within or without the City and State of New York, or, at the option of Ryerson, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds

shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other 12% Senior Secured Notes the Holders of which shall have provided written wire transfer instructions to Ryerson and the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Any payments of principal of and interest on this 12% Senior Secured Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

(3) Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar. Ryerson may change any Paying Agent or Registrar without notice to any Holder. Ryerson or any of its Restricted Subsidiaries may act in any such capacity.

(4) Indenture. Rhombus issued the 12% Senior Secured Notes under an Indenture, dated as of October 19, 2007 (the “Indenture”), among Rhombus, Ryerson, the Guarantors and the Trustee. The terms of the 12% Senior Secured Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”). To the extent the provisions of this 12% Senior Secured Note are inconsistent with the provisions of the Indenture, the Indenture shall govern. The 12% Senior Secured Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The 12% Senior Secured Notes issued on the Issue Date are senior Obligations of Ryerson limited to $425,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and interest on outstanding 12% Senior Secured Notes as set forth in Paragraph 2 hereof. The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions.

The payment of principal and interest on the 12% Senior Secured Notes is unconditionally guaranteed on a senior basis by the Guarantors.

(5) Optional Redemption.

(a) The 12% Senior Secured Notes may be redeemed, in whole or in part, at any time prior to November 1, 2011, at the option of the Company upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of the 12% Senior Secured Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

(b) The 12% Senior Secured Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after November 1, 2011, upon not less than 30 nor more than 60 days’ notice at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-rnonth period beginning November 1 of the years indicated:


Year	Percentage
2011	106.000	%
2012	103.000	%
2013 and thereafter	100.000	%

(c) In addition to the optional redemption of the 12% Senior Secured Notes in accordance with the provisions of the preceding paragraph, prior to November 1, 2010, the Company may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding 12% Senior Secured Notes (including Additional Notes that are 12% Senior Secured Notes) at a Redemption Price equal to 112% of the principal amount of thereof, together with accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the principal amount of 12% Senior Secured Notes then outstanding (including Additional Notes that are 12% Senior Secured Notes) remains outstanding immediately after the occurrence of any such redemption (excluding 12% Senior Secured Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.

(6) Mandatory Redemption. Except as set forth under Sections 3.9, 4.10 and 4.14 of the Indenture, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the 12%, Senior Secured Notes.

(7) Repurchase at Option of Holder.

(a) Upon the occurrence of a Change of Control, each Holder will have the right to require Ryerson to repurchase all or any part (equal to $2,000 and any integral multiple of $1,000 in excess thereof) of such Holder’s 12% Senior Secured Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the date of purchase. Within 30 days following any Change of Control, Ryerson will deliver a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer required by the Indenture.

(b) Upon the occurrence of certain Asset Sales, the Company may be required to offer to purchase 12% Senior Secured Notes.

(c) Holders of the 12% Senior Secured Notes that are the subject of an Offer to Purchase will receive notice of an Offer to Purchase pursuant to an Asset Sale or a Change of Control from Ryerson prior to any related Purchase Date and may elect to have such 12% Senior Secured Notes purchased by completing the form titled “Option of Holder to Elect Purchase” appearing below.

(8) Notice of Redemption. Notice of redemption shall be sent electronically or mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose 12% Senior Secured Notes are to be redeemed at its registered address. 12% Senior Secured Notes in denominations larger than $2,000 may be redeemed in part but only in a minimum, amount of $2,000 principal amount (and integral multiples of $1,000 in excess thereof), unless all of the 12% Senior Secured Notes held by a Holder are to be redeemed. On and after the redemption date, interest ceases to accrue on the 12% Senior Secured Notes or portions hereof called for redemption.

(9) Denominations, Transfer, Exchange. The 12% Senior Secured Notes are in registered form without coupons in initial denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The transfer of the 12% Senior Secured Notes may be registered and the 12% Senior Secured Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and Ryerson may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. Ryerson need not exchange or register the transfer of any 12% Senior Secured Note or portion of a 12% Senior Secured Note selected for redemption, except for the unredeemed portion of any 12% Senior Secured Note being redeemed in part. Also, it need not exchange or register the transfer of any 12% Senior Secured Notes for a period of 15 days before a selection of 12% Senior Secured Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10) Persons Deemed Owners. The registered holder of a 12% Senior Secured Note may be treated as its owner for all purposes.

(11) Amendment, Supplement and Waiver. Subject to the following paragraphs, the Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including consents obtained in connection with a tender offer or exchange offer for the Notes.

Without the consent of any Holders, Ryerson, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture for any of the following purposes:

(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the Indenture, the Guarantees, the Security Documents and in the Notes;

(2) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon Ryerson;

(3) to add additional Events of Default;

(4) to provide for uncertificated Notes in addition to or in place of the certificated Notes;

(5) to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee or Collateral Agent;

(6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture;

(7) to add to the Collateral Securing the Notes, to add a Guarantor or to release a Guarantor in accordance with the Indenture;

(8) to cure any ambiguity, defect, omission, mistake or inconsistency;

(9) to make any other provisions with respect to matters or questions arising under the Indenture, provided that such actions pursuant this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company;

(10) to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”;

(11) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Obligations under the Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to the Indenture, any of the Security Documents or otherwise;

(12) to release Collateral from the Lien of the Indenture and the Security Documents when permitted or required by the Security Documents, the Intercreditor Agreement or the Indenture; or

(13) to secure any Additional Secured Obligations under the Security Documents.

With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, Ryerson, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture or the Notes or of modifying in any manner the rights of the Holders under the Indenture, including the definitions therein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:

(1) change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor,

(2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture,

(3) modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification was done after the occurrence of such Change of Control or such Asset Sale,

(4) subordinate, in right of payment, the Notes to any other Debt of the Company,

(5) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or

(6) release any Guarantees required to be maintained under the Indenture (other than in accordance with the terms of the Indenture).

In addition, any amendment to, or waiver of, the provisions of the Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes or otherwise modifying the Intercreditor Agreement in any manner adverse in any material respect to the Holders of the Notes will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding.

The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under the Indenture and its consequences, except a default:

(1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or

(2) in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

(12) Defaults and Remedies. Events of Default include:

(1) default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2) default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3) failure to perform or comply with the Indenture provisions described under Section 5.1 thereof;

(4) except as permitted by the Indenture, any Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms;

(5) default in the performance, or breach, of any covenant or agreement of the Company or any Guarantor in the Indenture (other than a covenant or agreement a default in whose performance or whose breach specifically dealt with in clauses (1), (2) (3) or (4) above), and continuance of such default or breach for a period of 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes;

(6) a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Company or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $10.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $10.0 million of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(7) the entry against the Company or any Restricted Subsidiary that is a Significant Subsidiary of a final judgment or final judgments for the payment of money in an aggregate amount in excess of $10.0 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days;

(8) (i) the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case,

(b) consents to the entry of an order for relief against it in an involuntary case,

(d) makes a general assignment for the benefit of its creditors, or

(e) generally is not paying its debts as they become due;

or (ii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a) is for relief against the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;

(b) appoints a Custodian of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries;

(c) orders the liquidation of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and the order or decree remains unstayed and in effect for 60 consecutive days; or

(9) unless all of the Note Collateral has been released from the Note Liens in accordance with the provisions of the Security Documents, default by the Company or any Subsidiary in the performance of the Security Documents which adversely affects the enforceability, validity, perfection or priority of the Note Liens on a material portion of the Note Collateral granted to the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, the repudiation or disaffirmation by the Company or any Subsidiary of its material obligations under the Security Documents or the determination in a judicial proceeding that the Security Documents are unenforceable or invalid against the Company or any Subsidiary party thereto for any reason with respect to a material portion of the Note Collateral (which default, repudiation, disaffirmation or determination is not rescinded, stayed, or waived by the Persons having such authority pursuant to the Security Documents) or otherwise cured within 60 days after the Company receives written notice thereof specifying such occurrence from the Trustee or the Holders of at least 66-2/3% of the outstanding principal amount of the Obligations and demanding that such default be remedied.

If an Event of Default (other than an Event of Default specified in clause (8) above with respect to the Company) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.

In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

If an Event of Default specified in clause (8) above occurs with respect to the Company, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interest of the Holders to do so.

(13) Trustee Dealings with Ryerson. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for Ryerson, the Guarantors or their respective Affiliates, and may otherwise deal with Ryerson, the Guarantors or their respective Affiliates, as if it were not the Trustee.

(14) No Recourse Against Others. No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Company, the Guarantors or any of their respective Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Issuer under the 12% Senior Secured Notes, any Guarantee or the Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator.

(15) Authentication. This 12% Senior Secured Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U7G/M/A (= Uniform Gifts to Minors Act).

(17) CUSIP, ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the 12% Senior Secured Notes and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the 12% Senior Secured Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

Ryerson shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Ryerson Inc.

2621 West 15th Place

Chicago, Illinois 60608

Facsimile: (773) 788-4219

Attention: Counsel

ASSIGNMENT FORM

To assign this 12% Senior Secured Note, fill in the form below: (I) or (we) assign and transfer this 12% Senior Secured Note to




(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint to transfer this 12% Senior Secured Note on the books of Rhombus. The agent may substitute another to act for him.

Date: ____________________



Your Signature: ______________________
(Sign exactly as your name appears on the face of this 12% Senior Secured Note)

Signature guarantee:

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this 12% Senior Secured Note purchased by Ryerson pursuant to Section 4.7 (Restricted Payments), 4.10 (Asset Sale), 4.14 (Change of Control) or 4.16 (Event of Loss) of the Indenture, check the box below:

¨ Section 4.7 ¨ Section 4.10 ¨ Section 4.14 ¨ Section 4.16

If you want to elect to have only part of the 12% Senior Secured Note purchased by Ryerson pursuant to Section 4.7, 4.10, 4.14 or 4.16 of the Indenture, state the amount you elect to have purchased: $



Date: _______________________						Your Signature:
						(Sign exactly as your name appears on the 12% Senior Secured Note)

						Signature guarantee:

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

SCHEDULE OF EXCHANGES OF 12% SENIOR SECURED NOTES

The following exchanges of a part of this Global Note for other 12% Senior Secured Notes have been made:


Date of Exchange		Amount of Decrease in Principal Amount of this Global Note		Amount of Increase in Principal Amount of this Global Note		Principal Amount of this Global Note Following Such Decrease (or Increase)		Signature of Authorized Officer of Trustee or 12% Senior Secured Note Custodian

EX-4.2 3 dex42.htm EXCHANGE GLOBAL FLOATING RATE SENIOR SECURED NOTE DUE 2014 Exchange Global Floating Rate Senior Secured Note due 2014

Exhibit 4.2

Floating Rate Senior Secured Notes due 2014

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.

RYERSON INC.

FLOATING RATE SENIOR SECURED NOTE DUE 2014


No. 001		CUSIP: 78375P AK3
		ISIN: US78375PAK30

Ryerson Inc. promises to pay to Cede & Co. or registered assigns, the principal sum of ONE HUNDRED ONE MILLION EIGHT HUNDRED SEVENTY-SIX THOUSAND Dollars $101,876,000 on November 1, 2014.

Interest Payment Dates: February 1, May 1, August 1 and November 1, beginning February 1, 2008.

Record Dates: January 15, April 15, July 15 and October 15.

Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under this Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.


RYERSON INC.

By:		/s/ Terence R. Rogers
		Name: Terence R. Rogers Title: Chief Financial Officer

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Floating Rate Senior Secured Notes

referred to in the within-mentioned Indenture:

Dated: April 9, 2009


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:		/s/ Lynn M. Steiner
		Authorized Signatory

(Reverse of Floating Rate Senior Secured Note)

Floating Rate Senior Secured Notes due 2014

RYERSON INC.

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) Interest.

(a) Ryerson Inc., a Delaware corporation, or its successor (together, “Ryerson” or the “Company”), promises to pay interest on the principal amount of this Note (“Floating Rate Senior Secured Note” and, together with the Fixed Rate Notes, the “Notes”) at a rate per annum, reset quarterly, equal to LIBOR plus 7.375%, as determined by the Calculation Agent. Ryerson will pay interest in United States dollars (except as otherwise provided herein) quarterly in arrears on each February 1, May 1, August 1 and November 1, commencing on February 1, 2008 or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Floating Rate Senior Secured Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including October 19, 2007; provided that if there is no existing Default or Event of Default in the payment of interest, and if this Floating Rate Senior Secured Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date (but after October 19, 2007), interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of Floating Rate Senior Secured Notes, in which case interest shall accrue from the date of authentication. Rhombus shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Floating Rate Senior Secured Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Interest shall be computed by dividing the interest rate in effect hereunder for each day by 360 and multiplying the result by the principal amount of the Floating Rate Senior Secured Notes (such product, the “Daily Interest Amount” for such day). The amount of interest to be paid on the Floating Rate Senior Secured Notes for each Interest Period will be calculated by adding the Daily Interest Amounts for each day in the Interest Period. The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

For purposes of this Section 1, the following terms shall have the meanings indicated below:

“Bloomberg Page BBAMI” means the display designated as “Page BBAMI” on the Bloomberg service (or any successor service or such other page as may replace Page BBAMI on that service or any successor service).

“Determination Date” with respect to an Interest Period, will be the second London Banking Day preceding the first day of the Interest Period.

“Interest Period” means the period commencing on and including an interest payment date and ending on and including the day immediately preceding the next succeeding interest payment date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include January 31, 2008.

“LIBOR,” with respect to an Interest Period, will be the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period beginning on the second London Banking Day after the Determination Date that appears on Bloomberg Page BBAMI as of 11:00 a.m., London time, on the Determination Date. If Bloomberg Page BBAMI does not include such a rate or is unavailable on a Determination Date, the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Company, to provide such bank’s offered quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such Determination Date, to prime banks in the London interbank market for deposits in a Representative Amount in United States dollars for a three-month period beginning on the second London Banking Day after the Determination Date. If at least two such offered quotations are so provided, LIBOR for the Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in New York City, as selected by the Company, to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on such Determination Date, for loans in a Representative Amount in United States dollars to leading European banks for a three-month period beginning on the second London Banking Day after the Determination Date. If at least two such rates are so provided, LIBOR for the Interest Period will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then LIBOR for the Interest Period will be LIBOR in effect with respect to the immediately preceding Interest Period.

“London Banking Day” is any day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.

“Representative Amount” means U.S. $1,000,000.

The amount of interest for each day that the Notes are outstanding (the “Daily Interest Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of the Floating Rate Senior Secured Notes. The amount of interest to be paid on the Floating Rate Senior Secured Notes for each Interest Period will be calculated by adding the Daily Interest Amounts for each day in the Interest Period.

All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

The interest rate on the Floating Rate Senior Secured Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

The Calculation Agent will, upon the request of the Holder of any Floating Rate Senior Secured Note, provide the interest rate then in effect with respect to the Notes. All calculations made by the Calculation Agent in the absence of manifest error will be conclusive for all purposes and binding on the Company and the Holders of the Floating Rate Senior Secured Notes.

(2) Method of Payment. Ryerson will pay interest on the Floating Rate Senior Secured Notes (except defaulted interest) on the applicable Interest Payment Date to the Persons who are registered Holders of Floating Rate Senior Secured Notes at the close of business on January 15, April 15, July 15 and October 15 preceding the Interest Payment Date, even if such Floating Rate Senior Secured Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Floating Rate Senior Secured Notes shall be payable as to principal, premium and interest at the office or agency of Ryerson maintained for such purpose within or without the City and State of New York, or, at the option of Ryerson, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other Floating Rate Senior Secured Notes the Holders of which shall have provided written wire transfer instructions to Ryerson and the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Any payments of principal of and interest on this Floating Rate Senior Secured Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

(3) Paying Agent and Registrar. Initially, Wells Fargo Bank National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar. Ryerson may change any Paying Agent or Registrar without notice to any Holder. Ryerson or any of its Restricted Subsidiaries may act in any such capacity.

(4) Indenture. Rhombus issued the Floating Rate Senior Secured Notes under an Indenture, dated as of October 19, 2007 (the “Indenture”), among Rhombus, Ryerson, the Guarantors and the Trustee. The terms of the Floating Rate Senior Secured

Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”). To the extent the provisions of this Floating Rate Senior Secured Note are inconsistent with the provisions of the Indenture, the Indenture shall govern. The Floating Rate Senior Secured Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The Floating Rate Senior Secured Notes issued on the Issue Date are senior Obligations of Ryerson limited to $150,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and interest on outstanding Floating Rate Senior Secured Notes as set forth in Paragraph 2 hereof. The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions.

The payment of principal and interest on the Floating Rate Senior Secured Notes is unconditionally guaranteed on a senior basis by the Guarantors.

(5) Optional Redemption.

(a) The Floating Rate Senior Secured Notes may be redeemed, in whole or in part, at any time prior to November 1, 2009, at the option of the Company upon not less than 30 nor more than 60 days’ prior notice sent electronically or mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of the Floating Rate Senior Secured Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

(b) The Floating Rate Senior Secured Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after November 1, 2009, upon not less than 30 nor more than 60 days’ notice at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning November 1 of the years indicated:


Year	Percentage
2009	106.000	%
2010	303.000	%
2011 and thereafter	100.000	%

(c) In addition to the optional redemption of the Floating Rate Senior Secured Notes in accordance with the provisions of the preceding paragraph, prior to November 1, 2010, the Company may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Floating Rate Senior Secured Notes (including Additional Notes that are Floating Rate Senior Secured Notes) at a Redemption Price equal to 100.00% of the principal amount of thereof, plus a premium equal to the interest rate in effect on the Notes on the date for which notice of redemption is given, together with accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the principal amount of the Floating Rate Senior Secured Notes then outstanding (including Additional

Notes that are Floating Rate Senior Secured Notes remains outstanding immediately after the occurrence of any such redemption (excluding Floating Rate Senior Secured Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.

(7) Repurchase at Option of Holder.

(a) Upon the occurrence of a Change of Control, each Holder will have the right to require Ryerson to repurchase all or any part (equal to $2,000 and any integral multiple of $1,000 in excess thereof) of such Holder’s Floating Rate Senior Secured Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the date of purchase. Within 30 days following any Change of Control, Ryerson will deliver a notice to each Holder describing the transaction or transactions that constitute the Change of Control setting forth the procedures governing the Change of Control Offer required by the Indenture.

(b) Upon the occurrence of certain Asset Sales, the Company may be required to offer to purchase Floating Rate Senior Secured Notes.

(c) Holders of the Floating Rate Senior Secured Notes that are the subject of an Offer to Purchase will receive notice of an offer to Purchase pursuant to an Asset Sale or a Change of Control from Ryerson prior to any related Purchase Date and may elect to have such Floating Rate Senior Secured Notes purchased by completing the form titled “Option of Holder to Elect Purchase” appearing below.

(8) Notice of Redemption. Notice of redemption shall be sent electronically or mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Floating Rate Senior Secured Notes are to be redeemed at its registered address. Floating Rate Senior Secured Notes in denominations larger than $2,000 may be redeemed in part but only in a minimum amount of $2,000 principal amount (and integral multiples of $1,000 in excess thereof), unless all of the Floating Rate Senior Secured Notes held by a Holder are to be redeemed. On and after the redemption date, interest ceases to accrue on the Floating Rate Senior Secured Notes or portions hereof called for redemption.

(9) Denominations, Transfer, Exchange. The Floating Rate Senior Secured Notes are in registered form without coupons in initial denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The transfer of the Floating Rate Senior Secured Notes may be registered and the Floating Rate Senior Secured Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and Ryerson may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. Ryerson need not exchange or register the transfer of any Floating Rate Senior Secured Note or portion of a Floating Rate Senior Secured Note selected for redemption, except for the unredeemed portion of any Floating Rate Senior

Secured Note being redeemed in part. Also, it need not exchange or register the transfer of any Floating Rate Senior Secured Notes for a period of 15 days before a selection of Floating Rate Senior Secured Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10) Persons Deemed Owners. The registered holder of a Floating Rate Senior Secured Note may be treated as its owner for all purposes.

(11) Amendment, Supplement and Waiver. Subject to the following paragraphs, the indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including, without limitation, consents obtained in connection with a purchase of or, tender offer or exchange offer for Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including consents obtained in connection with a tender offer or exchange offer for Notes.

(2) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon Ryerson;

(3) to add additional Events of Default;

(4) to provide for uncertificated Notes in addition to or in place of the certificated Notes;

(5) to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee or Collateral Agent;

(6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture;

(7) to add to the Collateral Securing the Notes, to add a Guarantor or to release a Guarantor in accordance with the Indenture;

(8) to cure any ambiguity, defect, omission, mistake or inconsistency;

(9) to make any other provisions with respect to matters or questions arising under the Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company;

(11) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Obligations under the Indenture and the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to the In denture, any of the Security Documents or otherwise;

(12) to release Collateral from the Lien of the Indenture and the Security Documents when permitted or required by the Security Documents, the Intercreditor Agreement or the Indenture; or

(13) to secure any Additional Secured Obligations under the Security Documents.

With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, Ryerson, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or the Notes or of modifying in any manner the rights of the Holders under the Indenture, including the definitions therein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:

(4) subordinate, in right of payment, the Notes to any other Debt of the Company,

(6) release any Guarantees required to be maintained under the Indenture (other than in accordance with the terms of the Indenture).

In addition, any amendment to, or waiver of, the provisions of the Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes or otherwise modify the Intercreditor Agreement in any manner adverse to the Holders of the Notes will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding.

(2) in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

(12) Defaults and Remedies. Events of Default include:

(2) default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3) failure to perform or comply with the Indenture provisions described under Section 5.1 thereof;

(4) except as permitted by the Indenture, any Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason cease to be or it shall be asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms;

(5) default in the performance, or breach, of any covenant or agreement of the Company or any Guarantor in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clause (1), (2) (3) or (4) above), and continuance of such default or breach for a period of 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes;

(a) commences a voluntary case,

(b) consents to the entry of an order for relief against it in an involuntary case,

(d) makes a general assignment for the benefit of its creditors, or

(e) generally is not paying its debts as they become due;

or (ii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

If an Event of Default (other than an Event of Default specified in clause (8) above with respect to the Company) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.

If an Event of Default specified in clause (8) above occurs with respect to the Company, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become

immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interest of the Holders to do so.

(14) No Recourse Against Others. No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Company, Ryerson, the Guarantors or any of their respective Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Issuer under the Floating Rate Senior Secured Notes, any Guarantee or the Indenture by reason of his, her or its status, as such director, officer, employee, stockholder, general or limited partner or incorporator.

(15) Authentication. This Floating Rate Senior Secured Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17) CUSIP, ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer have caused CUSIP numbers to be printed on the Floating Rate Senior Secured Notes and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Floating Rate Senior Secured Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

Ryerson shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Ryerson Inc.

2621 West 15th Place

Chicago, Illinois 60608

Facsimile: (773)788-4219

Attention: Counsel

ASSIGNMENT FORM

To assign this Floating Rate Senior Secured Note, fill in the form below: (I) or (we) assign and transfer this Floating Rate Senior Secured Note to

________________________

(Insert assignee’s soc. sec. or tax I.D. no.)

________________________

(Print or type assignee’s name, address and zip code)

and irrevocably appoint ____________________________________________________________________

to transfer this Floating Rate Senior Secured Note on the books of Rhombus. The agent may substitute another to act for him.

Date: _________



Your Signature:
(Sign exactly as your name appears on the face of this Floating Rate Senior Secured Note)

Signature guarantee:

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Floating Rate Senior Secured Note purchased by Ryerson pursuant to Section 4.7 (Restricted Payments), 4.10 (Asset Sale), 4.14 (Change of Control) or 4.16 (Event of Loss) of the Indenture, check the box below:

¨ Section 4.7 ¨ Section 4.10 ¨ Section 4.14 ¨ Section 4.16

If you want to elect to have only part of the Floating Rate Senior Secured Note purchased by Ryerson pursuant to Section 4.7, 4.10, 4.14 or 4.16 of the Indenture, state the amount you elect to have purchased: $



Date: ______________				Your Signature: _________________________
				(Sign exactly as your name appears on the Floating Rate Senior Secured Note) Tax Identification No.:

				Signature guarantee: _____________________

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

SCHEDULE OF EXCHANGES OF FLOATING RATE SENIOR SECURED NOTES

The following exchanges of a part of this Global Note for other Floating Rate Senior Secured Notes have been made:


Date of Exchange		Amount of Decrease in Principal Amount of this Global Note		Amount of increase in Principal Amount of this Global Note		Principal Amount of this Global Note Following Such Decrease (or Increase)		Signature of Authorized Officer of Trustee or Floating Rate Senior Secured Note Custodian

EX-31.1 4 dex311.htm CERTIFICATE OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 Certificate of the Principal Executive Officer pursuant to Section 302

EXHIBIT 31.1

CERTIFICATE OF THE

PRINCIPAL EXECUTIVE OFFICER

I, Stephen E. Makarewicz, President & Chief Executive Officer, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Ryerson Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Intentionally Omitted

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2009


Signature:		/s/ Stephen E. Makarewicz
		Stephen E. Makarewicz
		President & Chief Executive Officer
		(Principal Executive Officer)

EX-31.2 5 dex312.htm CERTIFICATE OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 Certificate of the Principal Financial Officer pursuant to Section 302

EXHIBIT 31.2

CERTIFICATE OF THE

PRINCIPAL FINANCIAL OFFICER

I, Terence R. Rogers, as Executive Vice President and Chief Financial Officer, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Ryerson Inc.;

(a)

(b)

Intentionally Omitted

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2009


Signature:		/s/ Terence R. Rogers
		Terence R. Rogers
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

EX-32.1 6 dex321.htm WRITTEN STATEMENT OF STEPHEN E. MAKAREWICZ PURSUANT TO SECTION 906 Written Statement of Stephen E. Makarewicz pursuant to Section 906

EXHIBIT 32.1

Written Statement of the Chief Executive Officer

In connection with the Quarterly Report of Ryerson Inc., (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Stephen E. Makarewicz

Stephen E. Makarewicz

Chairman, President & Chief Executive Officer

(Principal Executive Officer)

May 4, 2009

EX-32.2 7 dex322.htm WRITTEN STATEMENT OF TERENCE R. ROGERS PURSUANT TO SECTION 906 Written Statement of Terence R. Rogers pursuant to Section 906

EXHIBIT 32.2

Written Statement of the Chief Financial Officer

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

/s/ Terence R. Rogers

Terence R. Rogers

Executive Vice President & Chief Financial Officer

(Principal Financial Officer)

May 4, 2009

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