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

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

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

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

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

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

As of ~~May 1, 2020,~~April 30, 2021, there were ~~38,117,397~~38,474,594 shares of Common Stock, par value $0.01 per share, outstanding.

	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2020			2019			2021			2020
Net sales	$	1,010.3		$	1,230.8		$	1,147.3		$	1,010.3
Cost of materials sold		814.5			999.5			949.4			814.5
Gross profit		195.8			231.3			197.9			195.8
Warehousing, delivery, selling, general, and administrative		155.7			163.7			171.8			155.7
Restructuring and other charges		—			0.3
Gain on sale of assets								(20.3	)		—
Operating profit		40.1			67.3			46.4			40.1
Other income and (expense), net		0.9			(0.8	)		0.3			0.9
Interest and other expense on debt		(21.7	)		(23.9	)		(13.5	)		(21.7	)
Income before income taxes		19.3			42.6			33.2			19.3
Provision for income taxes		2.9			13.0			7.6			2.9
Net income		16.4			29.6			25.6			16.4
Less: Net income attributable to noncontrolling interest		—			0.1			0.3			—
Net income attributable to Ryerson Holding Corporation	$	16.4		$	29.5		$	25.3		$	16.4
Comprehensive income	$	6.2		$	33.1		$	28.0		$	6.2
Less: Comprehensive income attributable to noncontrolling interest		—			0.2			0.2			—
Comprehensive income attributable to Ryerson Holding Corporation	$	6.2		$	32.9		$	27.8		$	6.2
Basic earnings per share	$	0.43		$	0.79		$	0.66		$	0.43
Diluted earnings per share	$	0.43		$	0.78		$	0.66		$	0.43

	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2020			2019			2021			2020
Operating activities:
Net income	$	16.4		$	29.6		$	25.6		$	16.4
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		13.3			14.2			13.6			13.3
Stock-based compensation		0.6			0.8			1.6			0.6
Deferred income taxes		14.6			11.9			4.5			14.6
Provision for allowances, claims, and doubtful accounts		1.4			1.3			1.6			1.4
Restructuring and other charges		—			0.3
Gain on sale of assets								(20.3	)		—
Pension settlement charge		0.4			0.1			0.2			0.4
(Gain) loss on retirement of debt		(0.8	)		0.2
Non-cash (gain) loss from derivatives		2.7			(2.8	)
Gain on retirement of debt								—			(0.8	)
Non-cash loss from derivatives								9.1			2.7
Other items		(0.1	)		0.3			—			(0.1	)
Change in operating assets and liabilities:
Receivables		(69.4	)		(69.8	)		(165.2	)		(69.4	)
Inventories		(4.1	)		(69.5	)		(12.3	)		(4.1	)
Other assets		5.1			1.0
Other assets and liabilities								(19.7	)		5.1
Accounts payable		98.5			81.0			118.5			98.5
Accrued liabilities		16.1			(7.3	)		13.0			16.1
Accrued taxes payable/receivable		(14.2	)		(2.8	)		0.5			(14.2	)
Deferred employee benefit costs		(7.7	)		(7.0	)		(18.0	)		(7.7	)
Net adjustments		56.4			(48.1	)		(72.9	)		56.4
Net cash provided by (used in) operating activities		72.8			(18.5	)
Net cash (used in) provided by operating activities								(47.3	)		72.8
Investing activities:
Capital expenditures		(6.9	)		(11.3	)		(6.5	)		(6.9	)
Proceeds from sale of property, plant, and equipment		—			8.5			29.0			—
Net cash used in investing activities		(6.9	)		(2.8	)
Other items								(0.5	)		—
Net cash provided by (used in) investing activities								22.0			(6.9	)
Financing activities:
Repayment of debt		(54.2	)		(11.8	)		(0.4	)		(54.2	)
Net proceeds of short-term borrowings		168.2			21.4			1.2			168.2
Net increase (decrease) in book overdrafts		(31.2	)		12.5			9.4			(31.2	)
Principal payments on finance lease obligations		(3.4	)		(3.0	)		(2.5	)		(3.4	)
Contingent payment related to acquisition		—			(0.4	)
Other items								(0.1	)		—
Net cash provided by financing activities		79.4			18.7			7.6			79.4
Net increase (decrease) in cash, cash equivalents, and restricted cash		145.3			(2.6	)		(17.7	)		145.3
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(0.4	)		1.4			(0.4	)		(0.4	)
Net change in cash, cash equivalents, and restricted cash		144.9			(1.2	)		(18.1	)		144.9
Cash, cash equivalents, and restricted cash—beginning of period		59.8			24.3			62.5			59.8
Cash, cash equivalents, and restricted cash—end of period	$	204.7		$	23.1		$	44.4		$	204.7
Supplemental disclosures:
Cash paid during the period for:
Interest paid to third parties, net	$	6.5		$	6.3		$	22.8		$	6.5
Income taxes, net		1.9			3.2			2.3			1.9
Noncash investing activities:
Asset additions under adoption of accounting principal ASC 842		—			82.3
Asset additions under operating leases		0.4			2.6			6.1			0.4
Asset additions under finance leases and sale-leasebacks		0.1			0.1			1.7			0.1
Noncash financing activities:
Short term debt converted to finance lease		—			7.6

	March 31,			December 31,			March 31,			December 31,
	2020			2019			2021			2020
	(unaudited)						(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	188.3		$	11.0		$	43.3		$	61.4
Restricted cash		16.4			48.8			1.1			1.1
Receivables less provisions of $3.5 in 2020 and 2019		490.7			425.1
Receivables less provisions of $2.1 at March 31, 2021 and $1.7 at December 31, 2020								544.1			378.9
Inventories		742.8			742.9			617.2			604.5
Prepaid expenses and other current assets		54.2			52.2			89.4			57.5
Total current assets		1,492.4			1,280.0			1,295.1			1,103.4
Property, plant, and equipment, at cost		808.2			806.5			819.1			822.9
Less: Accumulated depreciation		374.5			366.8			407.2			401.1
Property, plant, and equipment, net		433.7			439.7			411.9			421.8
Operating lease assets		121.5			128.2			110.6			108.3
Other intangible assets		48.7			50.6			42.2			43.2
Goodwill		120.3			120.3			121.2			120.3
Deferred charges and other assets		2.7			2.7			5.2			5.1
Total assets	$	2,219.3		$	2,021.5		$	1,986.2		$	1,802.1
Liabilities
Current liabilities:
Accounts payable	$	377.5		$	311.5		$	493.2		$	365.1
Salaries, wages, and commissions		29.9			35.3			62.7			43.1
Other accrued liabilities		83.7			68.0			98.9			78.3
Short-term debt		31.3			49.2			18.1			13.8
Current portion of operating lease liabilities		21.2			20.9			21.8			20.7
Current portion of deferred employee benefits		6.9			7.0			6.6			6.6
Total current liabilities		550.5			491.9			701.3			527.6
Long-term debt		1,064.8			932.6			723.3			726.2
Deferred employee benefits		206.4			217.5			211.6			231.6
Noncurrent operating lease liabilities		106.2			112.8			92.3			93.0
Deferred income taxes		79.5			65.2			63.3			58.2
Other noncurrent liabilities		26.5			22.9			19.7			20.4
Total liabilities		2,033.9			1,842.9			1,811.5			1,657.0
Commitments and contingencies
Equity	��
Ryerson Holding Corporation stockholders’ equity:
Preferred stock, $0.01 par value; 7,000,000 shares authorized and 0 shares issued at 2020 and 2019		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized; 37,996,261 shares issued at 2020 and 2019		0.4			0.4
Preferred stock, $0.01 par value; 7,000,000 shares authorized and 0 shares issued at March 31, 2021 and December 31, 2020								—			—
Common stock, $0.01 par value; 100,000,000 shares authorized; 38,329,897 shares issued at March 31, 2021 and December 31, 2020								0.4			0.4
Capital in excess of par value		381.8			381.2			384.7			383.1
Retained earnings		116.0			99.6			59.1			33.8
Treasury stock at cost – Common stock of 212,500 shares in 2020 and 2019		(6.6	)		(6.6	)
Treasury stock at cost – Common stock of 212,500 shares at March 31, 2021 and December 31, 2020								(6.6	)		(6.6	)
Accumulated other comprehensive loss		(312.2	)		(302.0	)		(269.4	)		(271.9	)
Total Ryerson Holding Corporation stockholders’ equity		179.4			172.6			168.2			138.8
Noncontrolling interest		6.0			6.0			6.5			6.3
Total equity		185.4			178.6			174.7			145.1
Total liabilities and equity	$	2,219.3		$	2,021.5		$	1,986.2		$	1,802.1

Ryerson Holding Corporation (“Ryerson Holding”), a Delaware corporation, is the parent company of Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), a Delaware corporation. Affiliates of Platinum Equity, LLC (“Platinum”) own approximately 21,037,500 shares of our common stock, which is approximately ~~56%~~55% of our issued and outstanding common stock.

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

Results of operations for any interim period are not necessarily indicative of results of any future periods or for the year. The condensed consolidated financial statements as of March 31, ~~2020~~2021 and for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 are unaudited, but in the opinion of management, include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods. The year-end condensed consolidated balance sheet data contained in this report was derived from audited financial statements, but does not include all disclosures required by U.S. generally accepted accounting principles ~~generally accepted in the United States of America.~~(“GAAP”). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

~~The Condensed Consolidated Financial Statements presented herein reflect estimates and assumptions made by management at March 31, 2020 and for the three-months ended March 31,~~ 2020.

The novel coronavirus (“COVID-19”) continues to spread throughout the United States and other countries across the world, and the duration and severity of the effects of the COVID-19 pandemic are currently unknown. It is possible that the COVID-19 pandemic could impact future accounting estimates and assumptions which could materially impact our results in future periods. Such estimates and assumptions affect, among other things, the Company’s goodwill, long-lived assets, inventory valuation, assessment of the annual effective tax rate, valuation of deferred income taxes and income tax contingencies, and the allowance for doubtful accounts.

In ~~June 2016,~~December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments.~~” The standard and subsequently issued amendments require financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, thus eliminating the probable initial recognition threshold and instead reflecting the current estimate of all expected credit losses. The update is effective for interim and annual reporting periods beginning after December 15, 2019. An entity will apply the amendment through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). A prospective transition approach is required for debt securities for which an-other-than-temporary impairment had been recognized before the effective date. The effect of the prospective transition approach is to maintain the same amortized cost basis before and after the effective date of this update. We adopted this guidance as of January 1, 2020 and the impact to our consolidated financial statements was immaterial. See Note 13: Provision for Credit Losses for further details.

~~In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.~~” The guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the guidance requires an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The guidance is effective for interim and annual reporting periods beginning after December 15, 2019 and should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted this guidance on a prospective basis as of January 1, 2020 and the impact to our consolidated financial statements was immaterial. As of adoption,

license fees and implementation costs that are capitalized for hosting arrangements that are service contracts are classified as prepaid assets on the Company’s Consolidated Balance Sheet and the amortization of these costs are presented in warehousing, delivery, selling, general, and administrative expense on the Consolidated Statement of Comprehensive Income.

~~In March 2020, the FASB issued ASU 2020-04,~~ ~~“Reference Rate Reform (Topic 848).”~~The amendments in this update provide optional expedients and exceptions for applying Generally Accepted Accounting Principles (“GAAP”) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022. We adopted this guidance as of March 12, 2020 and there was no impact to our financial statements as no in-scope contract modifications occurred.

~~In December 2019, the FASB issued ASU~~ 2019-12, “Income Taxes – Simplifying the Accounting for Income Taxes.” The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intraperiod allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. ~~The amendments in ASU 2019-12 are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption~~We adopted this guidance as of ~~the standard is permitted, including adoption in interim or annual periods for which~~January 1, 2021 and there was no impact to our consolidated financial ~~statements~~statements.

No accounting pronouncements have been issued that we have not yet ~~been issued. We are still assessing the impact of adoption on our consolidated financial statements.~~ adopted.

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

As part of the indenture for our $650 million senior secured notes due in 2022 (the “2022 Notes”), proceeds from the sale of property, plant, and equipment that is collateral are deposited into a restricted cash account. Cash can be withdrawn from this restricted account upon meeting certain requirements, to fund activities such as debt repayment and future capital expenditures. In December 2019, we signed and closed a sale-leaseback transaction for a group of service center properties, resulting in net proceeds of $61.5 million of which $47.6 million was deposited into the restricted cash account. The balance in the restricted account for property, plant, and equipment sales was $15.2 million at March 31, 2020 compared to $47.6 million at December 31, 2019 as funds were released during the first quarter to repurchase a portion of our 2022 Notes (see Note 7) as well as fund capital expenditures. We ~~also have $1.2 million of~~had cash restricted for the purposes of covering letters of credit that can be presented for potential insurance ~~claims at March 31, 2020 and December 31, 2019.~~claims.

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

Inventories, at stated LIFO value, were classified at March 31, ~~2020~~2021 and December 31, ~~2019~~2020 as follows:

If current cost had been used to value inventories, such inventories would have been ~~$71~~$21 million higher and ~~$51~~$63 million lower than reported at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. Approximately ~~92%~~90% and 91% of inventories are accounted for under the LIFO method at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. Non-LIFO inventories consist primarily of inventory at our foreign facilities using the moving average cost and the specific cost methods. Substantially all of our inventories consist of finished products.

The Company has consignment inventory at certain customer locations, which totaled ~~$5.7~~$6.0 million and ~~$5.6~~$4.8 million at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

The Company leases various assets including real estate, trucks, trailers, mobile equipment, processing equipment, and IT equipment. The Company has noncancelable operating leases expiring at various times through 2032 and finance leases expiring at various times through ~~2025.~~2027.

The following table summarizes the location and amount of lease assets and lease liabilities reported in our Condensed Consolidated Balance Sheet as of March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:

		March 31,		December 31,			March 31,		December 31,
Leases	Balance Sheet Location	2020		2019		Balance Sheet Location	2021		2020
		(In millions)					(In millions)
Assets
Operating lease assets	Operating lease assets	$	121.5	$	128.2	Operating lease assets	$	110.6	$	108.3
Finance lease assets	Property, plant, and equipment, net^(a)		54.1		54.2	Property, plant, and equipment, net^(a)		41.0		45.5
Total lease assets		$	175.6	$	182.4		$	151.6	$	153.8
Liabilities
Current
Operating	Current portion of operating lease liabilities	$	21.2	$	20.9	Current portion of operating lease liabilities	$	21.8	$	20.7
Finance	Other accrued liabilities		11.9		12.4	Other accrued liabilities		8.5		9.0
Noncurrent
Operating	Noncurrent operating lease liabilities		106.2		112.8	Noncurrent operating lease liabilities		92.3		93.0
Finance	Other noncurrent liabilities		17.6		18.7	Other noncurrent liabilities		13.8		14.3
Total lease liabilities		$	156.9	$	164.8		$	136.4	$	137.0

The following table summarizes the location and amount of lease expense reported in our Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2020~~2021 and ~~2019:~~2020:

The following table presents maturity analysis of lease liabilities at March 31, ~~2020:~~2021:

The following table shows the weighted-average remaining lease term and discount rate for operating and finance leases, respectively, at March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:

Information reported in our Condensed Consolidated Statement of Cash Flows for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 is summarized below:

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $121.2 million and $120.3 million at March 31, ~~2020~~2021 and December 31, ~~2019.~~2020, respectively. Pursuant to ASC 350, “Intangibles – Goodwill and Other,” we review the recoverability of goodwill annually as of October 1 or whenever significant events or changes occur which might impair the recovery of recorded amounts. The most recently completed ~~quantitative~~ impairment test of goodwill was performed as of October 1, ~~2019~~,2020, and it was determined that 0 impairment existed.

Other intangible assets with finite useful lives continue to be amortized over their useful lives. We review the recoverability of our long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.

Due to the COVID-19 pandemic and its effect on our business and the overall economy, we considered the potential impact on our goodwill asset as of March 31, 2020. We determined that it was not more likely than not that the fair value of our reporting unit is below the carrying value based on our evaluation, which took into consideration our stock price during the first quarter, both prior to the outbreak of the pandemic and after, and projected forecasted income. Our analysis of projected forecasted income considered a short-term temporary impact from the COVID-19 pandemic on volumes and prices, since our last quantitative analysis.

Our Critical Accounting Policies and Estimates for goodwill and intangibles assets are disclosed in Note 1 to the Consolidated Financial Statements and in Management's Discussion and Analysis of our ~~annual report~~Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019.~~2020. We continue to monitor the significant global economic uncertainty as a result of the COVID-19 pandemic to assess the outlook for demand for our products and the impact on our business and our overall financial performance. A lack of further recovery or ~~further~~a deterioration in current market conditions, a trend of weaker than expected financial performance in our business, or a lack of further recovery or ~~further~~a decline in the Company’s market capitalization, among other factors, could result in an impairment charge in future periods which could have a material adverse effect on our financial statements.

Long-term debt consisted of the following at March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:

In March 2020, the Company borrowed approximately $166 million under its $1 billion credit facility (the “Ryerson Credit Facility”) as a proactive, precautionary measure to increase its cash position and preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 pandemic.

On November 16, 2016, Ryerson entered into an amendment with respect to its $1.0 billion revolving credit facility (as amended, the “Old Credit Facility”), to reduce the total facility size from $1.0 billion to $750 million, reduce the interest rate on outstanding borrowings by 25 basis points, reduce commitment fees on amounts not borrowed by 2.5 basis points, and to extend the maturity date to November 16, 2021. The Old Credit Facility was amended a second time on June 28, 2018, to increase the facility size from $750 million to $1.0 billion. On September 23, 2019, a third amendment was entered into to supplement the facility and add a U.S. “first-in, last-out” sub-facility of $67.9 million (the ~~“FILO~~“Old FILO Facility”). The Old FILO ~~facility is~~Facility was equal in subordination with the other borrowings under the ~~Ryerson Credit Facility~~revolving credit facility and ~~has a maturity date~~matured as of June 30, 2020. The Old FILO ~~facility supplements~~ Facility supplemented

our borrowing capacity by providing additional collateral on eligible accounts receivable and inventory. On November 5, 2020, Ryerson entered into a fourth amendment to extend the maturity date to November 5, 2025 (as amended, the “Ryerson Credit Facility” or “Credit Facility”). The aggregate facility size of $1.0 billion ~~remains~~remained unchanged. The fourth amendment also added the ability to convert up to $100 million of commitments under the Ryerson Credit Facility into a “first-in, last-out” sub-facility (the “FILO Facility”). Subject to certain limitations, such conversion can be made from time to time (but no more than twice in the aggregate) prior to the date that is two years after November 5, 2020.

At March 31, ~~2020~~2021, Ryerson had ~~$546.3~~$282 million of outstanding borrowings, ~~including $16.9 million under the FILO Facility,~~ $11 million of letters of credit issued, and ~~$159~~$509 million available under the Ryerson Credit Facility compared to ~~$377.7~~$285 million of outstanding borrowings, ~~including $34.3 million under the FILO Facility,~~ $11 million of letters of credit issued, and ~~$348~~$277 million available at December 31, ~~2019.~~2020. Total credit availability is limited by the amount of eligible accounts receivable, inventory, and qualified cash pledged as collateral under the agreement insofar as Ryerson is subject to a borrowing base comprised of the aggregate of these three amounts, less applicable reserves. Eligible accounts receivable, at any date of determination, is comprised of the aggregate value of all accounts directly created by a borrower ~~(and in the case of Canadian accounts, the Canadian borrower)~~ in the ordinary course of business arising out of the sale of goods or the rendering of services, each of which has been invoiced, with such receivables adjusted to exclude various ineligible accounts, including, among other things, those to which a borrower (or guarantor, as applicable) does not have sole and absolute title and accounts arising out of a sale to an employee, officer, director, or affiliate of a borrower (or guarantor, as applicable). Eligible inventory, at any date of determination, is comprised of the net orderly liquidation value of all inventory owned by a ~~borrower (and in the case of Canadian accounts, the Canadian borrower).~~borrower. Qualified cash consists of cash in an eligible deposit account that is subject to customary restrictions and liens in favor of the lenders.

The Ryerson Credit Facility has an allocation of $940 million to the Company’s subsidiaries in the United States and an allocation of $60 million to Ryerson Holding’s Canadian subsidiary that is a borrower. Amounts outstanding under the Ryerson Credit Facility bear interest at (i) a rate determined by reference to (A) the base rate (the highest of the Federal Funds Rate plus 0.50%, Bank of America, N.A.’s prime rate, and the one-month LIBOR rate plus 1.00%, however, in no event shall the base rate be less than 1.25%), or (B) a LIBOR rate (with a floor of 0.25%) or, (ii) for Ryerson Holding’s Canadian subsidiary that is a borrower, (A) a rate determined by reference to the Canadian base rate (the greatest of the Federal Funds Rate plus 0.50%, Bank of America-Canada Branch’s “base rate” for commercial loans in U.S. Dollars made at its “base rate”, and the 30 day LIBOR rate plus 1.00%), (B) the prime rate (the greater of Bank of America-Canada Branch’s “prime rate” for commercial loans made by it in Canada in Canadian Dollars and the one-month Canadian bankers’ acceptance rate (with a floor of 0.25%) plus 1.00%), or (C) the bankers’ acceptance ~~rate. The~~rate, however, in no event shall the Canadian base rate or the Canadian prime rate be less than 1.25%). Until November 5, 2021 the spread over the base rate and prime rate is fixed at 0.50% and the spread over the LIBOR for the bankers’ acceptances is fixed at 1.50%. After November 5, 2021, the spread over the base rate and prime rate will be between 0.25% and 0.50% and the spread over the LIBOR for the bankers’ acceptances iswill be between 1.25% and 1.50%, depending on the amount available to be borrowed under the Ryerson Credit Facility. ~~Amounts outstanding under~~The spread with respect to the FILO Facility, ~~bear interest~~if any, will be determined at the ~~same rates as listed above for U.S. borrowings, however~~time the ~~spread over the base rate is between 1.25% and 1.50% and the spread over the LIBOR rate is between 2.25% and 2.50%, depending on the amount available to be borrowed~~commitments under the Ryerson Credit Facility are converted into such FILO Facility. Ryerson also pays commitment fees on amounts not borrowed at a rate of ~~0.23%~~0.225%. Overdue amounts and all amounts owed during the existence of a default bear interest at 2%2.00% above the rate otherwise applicable thereto. Loans advanced under the FILO Facility may only be prepaid if all then outstanding revolving loans are repaid in full.

We attempt to minimize interest rate risk exposure through the utilization of interest rate swaps, which are derivative financial instruments. ~~In March 2017, we entered into an interest rate swap to fix interest on $150 million of our floating rate debt under the Ryerson Credit Facility at a rate of 1.658%. This hedge expired in March 2020.~~ In June 2019, we entered into ~~a second~~an interest rate swap to fix interest on $60 million of our floating rate debt under the Ryerson Credit Facility at a rate of 1.729% through June 2022. In November 2019, we entered into ~~a third~~another interest rate swap to fix interest on $100 million of our floating rate debt under the Ryerson Credit Facility at a rate of 1.539% through November ~~2022. All of~~ 2022~~the swaps have reset dates and critical terms that match our existing debt and the anticipated critical terms of future debt.~~. The weighted average interest rate on the outstanding borrowings under the Ryerson Credit Facility including the interest rate swaps was ~~2.4%~~2.7% and ~~3.2~~2.9% at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

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

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

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

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

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

On ~~May 24, 2016,~~July 22, 2020, JT Ryerson issued ~~the 2022~~$500 million in aggregate principal amount of its 8.50% senior secured notes due 2028 (the “2028 Notes”). The 2028 Notes ~~that~~ bear interest at a rate of ~~11.00%~~8.50% per annum. The ~~2022~~2028 Notes are fully and unconditionally guaranteed on a senior secured basis by all of our existing and future domestic subsidiaries that are co-borrowers or that have guarantee obligations under the Ryerson Credit Facility. The net proceeds from the issuance of the 2028 Notes, along with available cash, were used to (i) redeem all of the 11.0% Senior Secured Notes due 2022 (the “2022 Notes”) and (ii) pay related transaction fees, expenses, and premiums. During the fourth quarter of 2020, a principal amount of $50.0 million of the 2028 Notes was redeemed for $51.5 million and retired. As a result, $450 million in aggregate principal amount remained outstanding at March 31, 2021.

The ~~2022~~2028 Notes and the related guarantees are secured by a first-priority security interest in substantially all of JT Ryerson’s and each guarantor’s present and future assets located in the United States (other than receivables, inventory, cash deposit accounts and ~~related general intangibles,~~ certain other assets, and proceeds ~~thereof)~~thereof, which are secured pursuant to a second-priority security interest), subject to certain exceptions and customary permitted liens. The ~~2022~~2028 Notes ~~and~~will be redeemable, in whole or in part, at any time on or after August 1, 2023 at certain redemption prices. The redemption price for the ~~related guarantees are also secured on a second-priority basis by a lien on the assets that secure JT Ryerson’s and the Company’s obligations under the Ryerson Credit Facility.~~

~~The 2022~~2028 Notes ~~are redeemable at the following redemption prices: if redeemed prior to May 15, 2020, 105.50%, and~~ if redeemed during the twelve months beginning ~~May 15, 2020, 102.75%~~(i) August 1, 2023 is 104.250%, (ii) August 1, 2024 is 102.125%, and ~~May 15, 2021~~(iii) August 1, 2025 and thereafter ~~100.00%~~is 100.000%. All redemption amounts also include accrued and unpaid interest, if any, to, but not including, the redemption date. JT Ryerson may also redeem some or all of the 2028 Notes before August 1, 2023 at a redemption price of 100.000% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a “make-whole” premium. In addition, JT Ryerson may redeem up to 40% of the outstanding 2028 Notes before August 1, 2023 with the net cash proceeds from certain equity offerings at a price equal to 108.500% of the principal amount of the Notes, plus accrued but unpaid interest, if any, to, but not including, the redemption date. Furthermore, JT Ryerson may redeem the 2028 Notes at any time and from time to time prior to August 1, 2023 in an aggregate principal amount equal to up to 10% of the original aggregate principal amount of the 2028 Notes during each twelve month period commencing on July 22, 2020 at a redemption price of 103.000%, plus accrued and unpaid interest, if any, to, but not including, the redemption date. JT Ryerson may also redeem the 2028 Notes at any time prior to August 1, 2022 in an aggregate principal amount equal to $100.0 million on a one-time basis from the net cash proceeds received from the sale of real property, at a redemption price of 104.000% plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, JT Ryerson may be required to make an offer to purchase the ~~2022~~2028 Notes upon the sale of certain assets or upon a change of control.

The ~~2022~~Company evaluated the redemption options within the 2028 Notes for embedded derivatives and determined that one redemption option required bifurcation as it is not clearly and closely related to the debt agreement. The Company recorded the

embedded derivative as of December 31, 2020 based on a fair value of $2.3 million within other current assets in the Condensed Consolidated Balance Sheet. As of March 31, 2021, the fair value was determined to be $2.6 million with the change of $0.3 million recognized within other income and (expense), net on the Condensed Consolidated Statements of Comprehensive Income. Refer to Note 10: Derivatives and Fair Value Measurements for further discussion of the embedded derivative.

The 2028 Notes contain customary covenants that, among other things, limit, subject to certain exceptions, our ability, and the ability of our restricted subsidiaries, to incur additional indebtedness, pay dividends on our capital stock or repurchase our capital stock, make investments, sell assets, engage in acquisitions, mergers, or consolidations, or create liens or use assets as security in other transactions. ~~Subject to certain exceptions, JT Ryerson may only pay dividends to Ryerson Holding to the extent of 50% of cumulative net income since the issuance of the 2022 Notes, once prior losses are offset.~~

During the first three months of 2019, a principal amount of $11.6 million of the 2022 Notes were repurchased for $11.8 million and retired, resulting in the recognition of a $0.2 million loss within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income.

During the first three months of 2020, a principal amount of $54.6 million of the 2022 Notes were repurchased for $53.8 million and retired, resulting in the recognition of a $0.8 million gain within other income and (expense), net on the Condensed Consolidated Statement of Comprehensive Income.

At March 31, ~~2020,~~2021, Ryerson China’s foreign borrowings were ~~$12.7~~$16.3 million, which were owed to banks in Asia at a weighted average interest rate of ~~4.2%~~3.8% per annum and secured by inventory and property, plant, and equipment. At December 31, ~~2019,~~2020, Ryerson China’s foreign borrowings were ~~$13.2~~$12.1 million, which were owed to banks in Asia at a weighted average interest rate of ~~4.3%~~3.6% per annum and secured by inventory and property, plant, and equipment.

Availability under the foreign credit lines was ~~$34~~$31 million and ~~$32~~$35 million at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. Letters of credit issued by our foreign subsidiaries were $4$5 million and $6 million at March 31, ~~2020~~2021 and ~~$3 million at~~ December 31, ~~2019,~~2020, respectively.

The following table summarizes the components of net periodic benefit cost (credit) for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 for the Ryerson pension plans and postretirement benefit plans other than pension:

	Three Months Ended March 31,												Three Months Ended March 31,
	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
	2020			2019			2020			2019			2021			2020			2021			2020
	(In millions)												(In millions)
Components of net periodic benefit (credit) cost
Components of net periodic benefit cost (credit)
Service cost	$	0.9		$	0.8		$	0.1		$	0.1		$	0.9		$	0.8		$	0.1		$	0.1
Interest cost		5.2			7.3			0.4			0.6			3.0			5.2			0.3			0.4
Expected return on assets		(8.1	)		(9.1	)		—			—			(5.9	)		(8.1	)		—			—
Settlement expense		0.4			0.1			—			—
Settlement charge														0.2			0.4			—			—
Recognized actuarial (gain) loss		4.3			3.7			(1.7	)		(1.9	)		3.9			4.2			(1.5	)		(1.7	)
Amortization of prior service credit		—			—			(0.5	)		(0.7	)		—			—			(0.1	)		(0.5	)
Net periodic benefit (credit) cost	$	2.7		$	2.8		$	(1.7	)	$	(1.9	)
Net periodic benefit cost (credit)													$	2.1		$	2.5		$	(1.2	)	$	(1.7	)

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

The Company contributed $7$17 million to the pension plan funds through the three months ended March 31, ~~2020. The Company has elected to defer~~2021, and anticipates that it will have a minimum required pension contribution funding of approximately $5 million for the remaining nine months of 2021. The expected ~~2020 U.S.~~future contributions ~~of $13 million until December 31, 2020, as permitted~~reflect recent pension funding relief measures under ~~The Coronavirus Aid, Relief, and Economic Security~~the American Rescue Plan Act (“~~The CARES Act”~~ARPA”) ~~that was~~ passed in March ~~2020.~~2021. We will continue to monitor and updated our expected future contributions as further guidance related to ARPA is released.

In October 2011, the United States Environmental Protection Agency (the “EPA”) named JT Ryerson as one of more than 100 businesses that may be a potentially responsible party (“PRP”) for the Portland Harbor Superfund Site (the “PHS Site”). On January 6, 2017, the EPA issued an initial Record of Decision (“ROD”) regarding the site. The ROD includes a combination of dredging, capping, and enhanced natural recovery that would take approximately thirteen years to construct plus additional time for monitored natural recovery, at an estimated present value cost of $1.05 billion. In a change from its prior stance, at a ~~meeting on~~ December 4, 2018 meeting with the Portland Harbor Participation and Common Interest Group (“PCI Group”), of which JTR is a member, the EPA indicated that it expected PRPs to submit a plan during 2019 to start remediation of the river and harbor per the original ROD within the next two to three years. The EPA also indicated that it expected allocation of amounts among the parties to be

determined in the same two to three-year time frame. The EPA invited certain PRPs to a May 2, 2019 meeting to discuss starting the remedial design process. The EPA did not include JT Ryerson in those meetings.

On December 9, 2019, a PRP group met with Administrator Wheeler, the head of the EPA, to discuss updating the ROD as recent testing indicates that the levels of contamination have “drastically improved” and, thus, remediation should be much less drastic than that in the current ROD. Administrator Wheeler directed regional EPA staff to again review the ROD before moving forward with any enforcement action. On March 3, 2020, the regional EPA issued a letter to the PRP group, essentially rejecting the request but noting that new data would be used for fine-tuning the implementation of the remedy and to that extent could result in less active remediation.

The EPA ~~indicated~~met with various PRPs throughout 2019 and 2020 regarding remedial design. Included in a January 2, 2020 “progress update” letter that it is negotiating with certain parties to perform remedial design work at 5 unspecified areas which comprise 52% of the overall acreage subject to remediation. In late March, the EPA issued a Unilateral Administrative Order for Remedial Design tothose meetings was Schnitzer Steel, ~~ordering it to develop~~which is developing a remedial design plan for the river area which includes the area where ~~our~~the former JT Ryerson facilities ~~were. In~~were located. The EPA did not include JT Ryerson in those meetings. Schnitzer’s 2020 disclosures acknowledged that Schnitzer is the ~~meantime, Schnitzer has filed a petition for relief from~~legal successor to the ~~remedy required by~~prior operators (including JT Ryerson) in the ~~ROD.~~designated area. On February 12, 2021, the EPA announced that one hundred percent (100%) of the PHS Site is now in the active remedial design phase.

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

The PCI Group has engaged a third party to prepare cost estimates for each of the Sediment Management Areas at the site. That work is still in progress and is expected to be completed in the summer of 2021. Once the cost estimates are completed, the voting parties of the PCI Group (which does not include JTR) will likely begin the advocacy process, which is anticipated to be completed sometime in 2022. Once the advocacy process is completed, the Allocation Team will prepare a proposed allocation of costs after which the eventual mediation process in which JTR can participate will likely commence. This is also currently anticipated to occur sometime in 2022 or 2023.

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

There are various other claims and pending actions against the Company. The amount of liability, if any, for those claims and actions at March 31, ~~2020~~2021 is not determinable but, in the opinion of management, such liability, if any, will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. We maintain liability insurance coverage to assist in protecting our assets from losses arising from or related to activities associated with business operations.

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

We have 2 receive variable, pay fixed, interest rate swaps to manage the exposure to variable interest rates of the Ryerson Credit Facility. In June 2019, we entered into a forward agreement for $60 million of “pay fixed” interest at 1.729% through June 2022 and in November 2019, we entered into a forward agreement for $100 million of “pay fixed” interest at 1.539%~~. The~~ through November 2022. Upon entering into the swaps, the interest rate reset dates and critical terms ~~match~~matched the terms of our existing debt and anticipated critical terms of future debt under the Old Credit Facility, however, this was no longer the case once the Ryerson Credit ~~Facility.~~Facility was amended on November 5, 2020. As such, effective November 1, 2020 the Company de-designated its interest rate swaps and terminated its hedge accounting treatment. Prior to de-designation, the Company marked these interest rate swaps to market with changes in fair value being recorded in accumulated other comprehensive income. Subsequent to de-designation, changes in fair value are recorded in current earnings. The unrealized loss on the hedges as of the de-designation date remains in accumulated other comprehensive income and is being amortized into earnings as the forecasted interest payments affect earnings. The fair value of the interest rate swaps as of March 31, ~~2020~~2021 was a net liability of ~~$4.9~~$3.4 million.

The Company currently does not account for its commodity and foreign exchange derivative contracts as hedges but rather marks them to market with a corresponding offset to current earnings. The Company ~~accounts for its interest rate swaps as cash flow hedges of floating-rate borrowings with changes in fair value being recorded in accumulated other comprehensive income. The Company~~ has made an accounting policy election to offset the fair value of derivative liabilities with related cash collateral. As of March 31, ~~2020,~~2021, and December 31, ~~2019,~~2020, the Company ~~offset $0.5 million~~ ~~and $2.7 million, respectively,~~had a cash balance of ~~fair value liabilities with cash~~0 held ~~as collateral~~ by the counterparty.

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

In connection with the redemption options under the 2028 Notes, the Company recorded an embedded derivative in other current assets on its Condensed Consolidated Balance Sheet, with the offset to other income and (expense), net within the Condensed Consolidated Statement of Comprehensive Income, see Note 7: Long-term debt, for further details. Embedded derivatives are separated from the host contract and carried at fair value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; (b) the instrument is not measured at fair value under other applicable GAAP standards, and (c) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument. The Company has concluded that the embedded derivative within the 2028 Notes met these criteria and, as such, must be valued separate and apart from the 2028 Notes at fair value each reporting period.

The following table summarizes the location and fair value amount of our derivative instruments reported in our Condensed Consolidated Balance Sheets as of March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:

	Asset Derivatives					Liability Derivatives							Asset Derivatives					Liability Derivatives
	Balance Sheet Location	March 31, 2020		December 31, 2019		Balance Sheet Location		March 31, 2020			December 31, 2019		Balance Sheet Location	March 31, 2021		December 31, 2020		Balance Sheet Location	March 31, 2021		December 31, 2020
Derivatives not designated as hedging instruments under ASC 815	(In millions)												(In millions)
Metal commodity contracts	Prepaid expenses and other current assets	$	1.0	$	5.0	Other accrued liabilities	(a)	$	8.2	(b)	$	9.4	Prepaid expenses and other current assets	$	31.4	$	16.0	Other accrued liabilities	$	36.9	$	11.9
Crude oil contracts	Prepaid expenses and other current assets		—		0.1	Other accrued liabilities			—			—
2028 Notes embedded derivative													Prepaid expenses and other current assets		2.6		2.3	Other accrued liabilities		—		—
Foreign exchange contracts	Prepaid expenses and other current assets		0.2		—	Other accrued liabilities			—			—	Prepaid expenses and other current assets		—		—	Other accrued liabilities		0.1		0.2
Derivatives designated as hedging instruments under ASC 815
Interest rate swaps	Deferred charges and other assets		—		—	Other noncurrent liabilities			4.9			0.2	Deferred charges and other assets		—		—	Other noncurrent liabilities		3.4		4.0
Total derivatives		$	1.2	$	5.1		(a)	$	13.1	(b)	$	9.6		$	34.0	$	18.3		$	40.4	$	16.1
(a) The offsetting cash collateral balance of $0.5 million held by the derivative counterparty brings the net metal commodity contract liability to $7.7 million and the net total derivative liability balance to $12.6 million as of March 31, 2020.
(b) The offsetting cash collateral balance of $2.7 million held by the derivative counterparty brought the net metal commodity contract liability to $6.7 million and the net total derivative liability balance to $6.9 million as of December 31, 2019.

The following table presents the volume of the Company’s activity in derivative instruments as of March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:

The following table summarizes the location and amount of gains and losses on derivatives not designated as hedging instruments reported in our Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2020~~2021 and ~~2019:~~2020:

As of March 31, 2021, the portion of the interest rate swap fair value that would be reclassified into earnings during the next 12 months as interest expense is approximately $2.2 million.

The following table summarizes the location and amount of gains and losses on derivatives designated as hedging instruments reported in our Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, ~~2020~~2021 and ~~2019:~~2020:

~~As of March 31, 2020, the portion of the interest rate swap fair value that would be reclassified into earnings during the next 12 months as interest expense is approximately $1.8 million.~~

To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

The following table presents assets and liabilities measured and recorded at fair value on our Condensed Consolidated Balance Sheet on a recurring basis and their level within the fair value hierarchy as of March 31, ~~2020:~~2021:

	At March 31, 2020							At March 31, 2021
	Level 1		Level 2			Level 3		Level 1		Level 2		Level 3
	(In millions)							(In millions)
Assets
Derivatives:
Derivatives not designated as hedging instruments under ASC 815:
Metal commodity contracts	$	—	$	1.0		$	—	$	—	$	31.4	$	—
Foreign exchange contracts		—		0.2			—
2028 Notes embedded derivative									—		—		2.6
Total derivatives	$	—	$	1.2		$	—	$	—	$	31.4	$	2.6
Liabilities
Derivatives:
Derivatives not designated as hedging instruments under ASC 815:
Metal commodity contracts	$	—	$	8.2	(a)	$	—	$	—	$	36.9	$	—
Derivatives designated as hedging instruments under ASC 815:
Foreign exchange contracts									—		0.1		—
Interest rate swaps		—		4.9			—		—		3.4		—
Total derivatives	$	—	$	13.1	(a)	$	—	$	—	$	40.4	$	—
(a) The offsetting cash collateral balance of $0.5 million held by the derivative counterparty brings the net metal commodity contract liability to $7.7 million and the net total derivative liability balance to $12.6 million.

	At December 31, 2019							At December 31, 2020
	Level 1		Level 2			Level 3		Level 1		Level 2		Level 3
	(In millions)							(In millions)
Assets
Derivatives:
Derivatives not designated as hedging instruments under ASC 815:
Metal commodity contracts	$	—	$	5.0		$	—	$	—	$	16.0	$	—
Foreign exchange contracts		—		0.1			—
2028 Notes embedded derivative									—		—		2.3
Total derivatives	$	—	$	5.1		$	—	$	—	$	16.0	$	2.3
Liabilities
Derivatives:
Derivatives not designated as hedging instruments under ASC 815:
Metal commodity contracts	$	—	$	9.4	(b)	$	—	$	—	$	11.9	$	—
Derivatives designated as hedging instruments under ASC 815:
Foreign exchange contracts									—		0.2		—
Interest rate swaps		—		0.2			—		—		4.0		—
Total derivatives	$	—	$	9.6	(b)	$	—	$	—	$	16.1	$	—
(b) The offsetting cash collateral balance of $2.7 million held by the derivative counterparty brought the net metal commodity contract liability to $6.7 million and the net total derivative liability balance to $6.9 million.

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

The fair value of the embedded derivative is determined using Level 3 inputs based on the Black-Derman-Toy lattice model and the “with-and-without” approach. This method estimates the value of the 2028 Notes both with and without the embedded derivative. The value of the embedded derivative is the difference between the two methods. The value of the 2028 Notes with the embedded derivative is based on recent trading prices of the 2028 Notes (Level 1 inputs). Determining the value of the 2028 Notes without the embedded derivative requires significant judgements made by management such as the probability of redemption linked transactions occurring, the cash flows expected to be generated from these transactions, as well as the timing of these transactions (Level 3 inputs). The embedded derivative asset balance as of March 31, 2021 and December 31, 2020 was $2.6 million and $2.3 million, respectively. For the three months ended March 31, 2021, a gain of $0.3 million was recorded within other income and (expense), net within the Condensed Consolidated Statement of Comprehensive Income. Changes to the projections made by the Company’s management after March 31, 2021 can affect the future value of this asset.

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

The carrying and estimated fair values of our financial instruments at March 31, ~~2020~~2021 and December 31, ~~2019~~2020 were as follows:

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

The fair values less costs to sell of long-lived assets held for sale are assessed each reporting period that they remain classified as held for sale. Any increase or decrease in the held for sale long-lived asset’s fair value less cost to sell is reported as an adjustment to its carrying amount, except that the adjusted carrying amount cannot exceed the carrying amount of the long-lived asset at the time it was initially classified as held for sale. The fair values of each property were determined based upon appraisals obtained from a third-party, pending sales contracts, or recent listing agreements with third-party brokerage firms (Level 2 inputs).

The following tables present assets and liabilities measured and recorded at the lower of its carry value or fair value less cost to sell on the Condensed Consolidated Balance Sheets on a non-recurring basis and their level within the fair value hierarchy as of March 31, 2020 and December 31, 2019:

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

The following table details changes in Ryerson Holding Corporation Stockholders’ Equity ~~(Deficit)~~ accounts for the ~~first quarter~~three months ended March 31, ~~2020:~~2021:

Accumulated Other
Comprehensive Income (Loss)

Common
Stock

Treasury
Stock

Capital in
Excess of
Par Value

Retained Earnings

Foreign
Currency
Translation

Benefit Plan
Liabilities

Cash Flow Hedge- Interest Rate Swap

Non-controlling
Interest

Total
Equity

Shares

Dollars

Shares

Dollars

Dollars

Dollars

Dollars

Dollars

Dollars

Dollars

Dollars

(In millions, except shares in thousands)

Balance at January 1, 2020

37,996

$
0.4

213

$
(6.6
)

$
381.2

$
99.6

$
(48.6
)

$
(253.1
)

$
(0.3
)

$
6.0

$
178.6

Net income

—

—

—

—

—

16.4

—

—

—

—

16.4

Foreign currency translation

—

—

—

—

—

—

(8.5
)

—

—

—

(8.5
)
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.6

—

—

—

—

—

—

—

1.8

—

—

1.8

Stock-based compensation expense

—

—

—

—

0.6

—

—

—

—

—

0.6

Cash flow hedge - interest rate swap, net of tax of $1.2

—

—

—

—

—

—

—

—

(3.5
)

—

(3.5
)
Balance at March 31, 2020

37,996

$
0.4

213

$
(6.6
)

$
381.8

$
116.0

$
(57.1
)

$
(251.3
)

$
(3.8
)

$
6.0

$
185.4

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

The following table details changes in Ryerson Holding Corporation Stockholders’ Equity ~~(Deficit)~~ accounts for the ~~first quarter~~three months ended March 31, ~~2019:~~2020:

Accumulated Other
Comprehensive Income (Loss)

Common
Stock

Treasury
Stock

Capital in
Excess of
Par Value

Retained Earnings

Foreign
Currency
Translation

Benefit Plan
Liabilities

Cash Flow Hedge- Interest Rate Swap

Non-controlling
Interest

Total
Equity

Shares

Dollars

Shares

Dollars

Dollars

Dollars

Dollars

Dollars

Dollars

Dollars

Dollars

(In millions, except shares in thousands)

Balance at January 1, 2019

37,656

$
0.4

213

$
(6.6
)

$
381.0

$
14.2

$
(52.8
)

$
(264.0
)

$
1.0

$
2.7

$
75.9

Net income

—

—

—

—

—

29.5

—

—

—

0.1

29.6

Foreign currency translation

—

—

—

—

—

—

2.9

—

—

0.1

3.0

Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.3

—

—

—

—

—

—

—

0.9

—

—

0.9

Adoption of accounting principal ASC 842, net of tax of $1.1

—

—

—

—

—

3.0

—

—

—

—

3.0

Stock-based compensation expense

10

—

—

—

0.8

—

—

—

—

—

0.8

Cash flow hedge - interest rate swap, net of tax of $0.1

—

—

—

—

—

—

—

—

(0.4
)

—

(0.4
)
Balance at March 31, 2019

37,666

$
0.4

213

$
(6.6
)

$
381.8

$
46.7

$
(49.9
)

$
(263.1
)

$
0.6

$
2.9

$
112.8

														Accumulated Other Comprehensive Income (Loss)
	Common Stock				Treasury Stock					Capital in Excess of Par Value		Retained Earnings		Foreign Currency Translation			Benefit Plan Liabilities			Cash Flow Hedge- Interest Rate Swap			Non-controlling Interest		Total Equity
	Shares		Dollars		Shares		Dollars			Dollars		Dollars		Dollars			Dollars			Dollars			Dollars		Dollars
	(In millions, except shares in thousands)
Balance at January 1, 2020		37,996	$	0.4		213	$	(6.6	)	$	381.2	$	99.6	$	(48.6	)	$	(253.1	)	$	(0.3	)	$	6.0	$	178.6
Net income		—		—		—		—			—		16.4		—			—			—			—		16.4
Foreign currency translation		—		—		—		—			—		—		(8.5	)		—			—			—		(8.5	)
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $0.6		—		—		—		—			—		—		—			1.8			—			—		1.8
Stock-based compensation expense		—		—		—		—			0.6		—		—			—			—			—		0.6
Cash flow hedge - interest rate swap, net of tax of $1.2		—		—		—		—			—		—		—			—			(3.5	)		—		(3.5	)
Balance at March 31, 2020		37,996	$	0.4		213	$	(6.6	)	$	381.8	$	116.0	$	(57.1	)	$	(251.3	)	$	(3.8	)	$	6.0	$	185.4

The following table details changes in accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, ~~2020:~~

The following table details the reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, ~~2020 and March 31, 2019:~~2021:

	Reclassifications Out of Accumulated Other Comprehensive Income (Loss)							Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
	Amount reclassified from Accumulated							Amount reclassified from Accumulated
	Other Comprehensive Income (Loss)							Other Comprehensive Income (Loss)
	Three Months Ended						Affected line item in the Consolidated	Three Months Ended						Affected line item in the Consolidated
Details about Accumulated Other	March 31, 2020			March 31, 2019			Statements of	March 31, 2021			March 31, 2020			Statements of
Comprehensive Income (Loss) Components	(In millions)						Operations / Consolidated Balance Sheets	(In millions)						Operations / Consolidated Balance Sheets
Amortization of defined benefit pension and other post-retirement benefit plan items
Actuarial loss	$	2.5		$	1.8		Other income and (expense), net	$	2.4		$	2.5		Other income and (expense), net
Pension settlement		0.4			0.1		Other income and (expense), net		0.2			0.4		Other income and (expense), net
Prior service credits		(0.5	)		(0.7	)	Other income and (expense), net		(0.1	)		(0.5	)	Other income and (expense), net
Total before tax		2.4			1.2				2.5			2.4
Tax provision		(0.6	)		(0.3	)
Net of tax	$	1.8		$	0.9
Cash flow hedge - interest rate swap
Realized swap interest	$	0.1		$	(0.3	)	Interest and other expense on debt
Tax benefit		—			0.1				(0.5	)		(0.6	)
Net of tax	$	0.1		$	(0.2	)		$	2.0		$	1.8
Cash flow hedge - Interest rate swap
Realized swap interest (prior to de-designation)								$	—		$	0.1		Interest and other expense on debt
Realized swap interest (subsequent to de-designation)									0.5			—		Interest and other expense on debt
Tax benefit									(0.1	)		—
Net of tax								$	0.4		$	0.1

We are a leading value-added processor and distributor of industrial metals with operations in the United States, Canada, Mexico, and China. We purchase large quantities of metal products from primary producers and sell these materials in smaller quantities to a wide variety of metals-consuming industries. More than 75% of the metals products sold are processed by us by bending, beveling, blanking, blasting, burning, cutting-to-length, drilling, embossing, flattening, forming, grinding, laser cutting, machining, notching, painting, perforating, polishing, punching, rolling, sawing, scribing, shearing, slitting, stamping, tapping, threading, welding, or other techniques to process materials to a specified thickness, length, width, shape, and surface quality pursuant to specific customer orders.

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

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

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

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

Receivables, which are included in accounts receivables within the Condensed Consolidated Balance Sheet, from contracts with customers were ~~$494.2~~$546.2 million and ~~$428.6~~$380.7 million as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

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

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

The Company adopted ASU 2016-13 as of January 1, 2020. Results for all reporting periods follow the guidance under ASC 326 “Financial Instruments – Credit Losses” with periods beginning after January 1, 2020 conforming to ASU 2016-13 while prior period amounts continue to be reported in accordance with previously applicable GAAP. Total adjustments as a result of adopting the new guidance were immaterial to the financial statements.

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

The Company performs ongoing credit evaluations of customers and sets credit limits based upon review of the customers’ current credit information, payment history, and the current economic and industry environments. The Company’s credit loss reserve

consists of two parts: a) a provision for estimated credit losses based on historical experience and b) a reserve for specific customer collection issues that the Company has identified. Estimation of credit losses requires adjusting historical loss experience for current economic conditions and judgments about the probable effects of economic conditions on certain customers. We have reviewed recent events and circumstances due to the ongoing COVID-19 pandemic in relation to our provision for credit losses and have not made any material adjustments as of March 31, ~~2020.~~2021.

The following table provides a reconciliation of the provision for credit losses reported within the Condensed Consolidated Balance Sheets as of March 31, ~~2020:~~2021:

For the three months ended March 31, ~~2020,~~2021, the Company recorded income tax expense of $~~2.9~~7.6 million compared to ~~$13.0~~$2.9 million in the prior year. The ~~$2.9 million and the $13.0 million~~ tax expense for the three months ended March 31, 2021 and 2020 ~~and 2019, respectively,~~ primarily ~~represents~~represent taxes at federal and local statutory rates where the Company operates, but generally ~~excludes~~exclude any tax benefit for losses in jurisdictions with historical losses. The ~~lower~~higher effective tax rate in the first ~~quarter~~three months of ~~2020~~2021 is primarily a result of ~~a mix~~the significant changes in ~~earnings by jurisdiction in our first quarter pre-tax income compared to projected pre-tax income for the full year.~~

In accordance with ASC 740, “Income Taxes,” the Company calculates its quarterly tax provision based on an estimated effective tax rate for the year, applies it to the results of each interim periodactual and ~~then adjusts that amount by certain discrete items. Due to volatility in macro-economic conditions associated with the COVID-19 pandemic, we may experience fluctuations in our~~ forecasted earnings ~~before income taxes~~between the two periods as ~~a result of events which cannot be predicted. As such, the Company's effective tax rate could be subject~~business conditions begin to ~~unusual volatility as forecasted earnings before income taxes change.~~

~~On March 27, 2020, President Trump signed into law the CARES Act, which, along with earlier issued IRS guidance, provides for deferral of certain taxes. The Company currently plans~~return to defer the timing of estimated federal tax payments and payroll taxes as permitted by the CARES Act. Additionally, the Company intends to take advantage of accelerated Alternative Minimum Tax refunds as provided for in the CARES Act.pre-pandemic levels.

As required by ASC 740, the Company assesses the realizability of its deferred tax assets. The Company records a valuation allowance when, based upon the evaluation of all available evidence, it is more-likely-than-not that all or a portion of the deferred tax assets will not be realized. In making this determination, we analyze, among other things, our recent history of earnings, the nature and timing of reversing book-tax temporary differences, tax planning strategies, and future income. The Company maintains a valuation allowance on certain foreign and U.S. federal and state deferred tax assets until such time as in management’s judgment, considering all available positive and negative evidence, the Company determines that these deferred tax assets are more likely than not realizable. The valuation allowance is reviewed quarterly and will be maintained until sufficient positive evidence exists to support the reversal of some or all of the valuation ~~allowance.~~allowance. The valuation allowance was ~~$13.7~~$6.2 million at March 31, ~~2020~~2021 and $6.6 million December 31, ~~2019.~~2020.

The U.S. Tax Cuts and Jobs Act (the “Act”) subjects a U.S. shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. After considering the two options, the Company has elected to provide for the tax expense related to GILTI in the year the tax will occur. For the ~~three-month periods~~three-months ended March 31, ~~2020,~~2021 and ~~2019,~~2020, we have included a tax expense of ~~$1.2~~$0.1 million and ~~$3.1~~$1.2 million, respectively, related to GILTI as part of our tax provision.

The Company accounts for uncertain income tax positions in accordance with ASC 740. We anticipate that certain statutes of limitation will close within the next twelve months resulting in the reduction of the reserve for uncertain tax benefits related to various intercompany transactions. No changes in the first quarter of 2021 were recorded, therefore, the balance of $1.7 million at December 31, 2020 remains unchanged.

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

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

This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “objectives,” “goals,” “preliminary,” “range,” “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those anticipated or implied in the forward-looking statements as a result of various factors. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth under “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 filed on ~~March 4, 2020~~February 24, 2021 and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Industry and Operating Trends” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events.

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and related Notes thereto in Item 1, “Financial Statements” in this Quarterly Report on Form 10-Q and our Consolidated Financial Statements and related Notes thereto for the year ended December 31, ~~2019~~2020 in our Annual Report on Form 10-K filed on ~~March 4, 2020.~~February 24, 2021.

We are a metals service center ~~with over 175 years of experience~~ providing value-added processing and distribution of industrial metals with operations in the United States, Canada, Mexico, and China. We purchase large quantities of metal products from primary producers and sell these materials in smaller quantities to a wide variety of metals-consuming industries. We carry a full line of nearly 75,000 products in stainless steel, aluminum, carbon steel, and alloy steels and a limited line of nickel and red metals in various shapes and forms. In addition to our metals products, we offer numerous value-added processing and fabrication services, and more than 75% of the metals products we sell are processed by us by bending, beveling, blanking, blasting, burning, cutting-to-length, drilling, embossing, flattening, forming, grinding, laser cutting, machining, notching, painting, perforating, polishing, punching, rolling, sawing, scribing, shearing, slitting, stamping, tapping, threading, welding, or other techniques to ~~meet~~process materials to a specified thickness, length, width, shape, and surface quality pursuant to specific customer ~~requirements. See Note 12: Revenue Recognition in Part I, Item I - Notes to the Consolidated Financial Statements.~~orders.

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

The metals service center industry is cyclical and volatile in both pricing and demand, and ~~therefore~~ difficult to predict. In the ~~three-month period ended March 31, 2020,~~first three months of 2021, Ryerson experienced ~~both weaker~~stronger pricing and weaker demand compared to the three-month period ended March 31, ~~2019,~~2020, with average selling prices ~~10.2% lower~~18.4% higher and shipments ~~8.6%~~4.1% lower, ~~affected by end-market weakness in the U.S. and impacts~~reflective of the ~~novel coronavirus (“COVID-19”) in China~~improved commodity environment and ~~North America.~~still recovering demand fundamentals. Changes in average selling prices are primarily driven by commodity metals prices, which ~~typically~~ impact Ryerson’s selling prices over the subsequent three to six-month period.

Key industry indicators that reported weakness as demand conditions were impacted by temporary customer closures as a result of the COVID-19 pandemic showed continued improvement in the first quarter of 2021. This is evidenced by the Institute for Supply Management’s Purchasing Managers’ Index (“PMI”), which reported strength in January, February and March with readings above 50%, indicating general expansion in factory activity and marking 10 consecutive months of expanding activity. Additionally, after 18 months of contraction, U.S. Industrial Production increased in March 2021 compared to March 2020 by 1.0%, illustrating improved conditions.

According to the Metal Service Center Institute, North American service center volumes declined by ~~1.6%~~1.2% in the ~~three-month period ended March 31, 2020~~first three months of 2021 compared to the ~~year-ago period.~~ first three months of 2020. On a North American basis, ~~Ryerson’s~~Ryerson experienced demand contraction more severe than the industry, with tons sold ~~contraction outpaced~~down by 6.1% over the ~~industry, declining by 8.1% during the~~same period. ~~Demand~~Year-over-year North American demand softness was experienced ~~across all of Ryerson’s end markets~~most strongly in food & agriculture, industrial equipment, metal fabrication & machine shop and oil & gas sectors. At the ~~first quarter, most significantly in construction, oil and gas, commercial ground transportation, and~~same time, the sectors with the strongest North American year-over-year growth were HVAC, consumer durable ~~sectors on a year over year basis. When customer demand falls, our operations typically generate increased cash flow as our working capital needs decrease.~~and construction.

The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020 and has negatively affected the U.S. and global economies, disrupted global supply chains, resulted in significant travel and transport restrictions, mandated closures and stay-at-home orders, and created significant disruptionover a year ago. As of the ~~financial markets.~~

~~In response~~date of this filing, and COVID-19 continues to be a substantial risk factor for business operations and the ~~COVID-19 pandemic, Ryerson has~~Company continues to monitor and address these risks and uncertainties as conditions develop. While we are encouraged by U.S. vaccination rates, we note recent national and international trends and confirmed cases, and therefore remain committed to our implemented ~~several~~ policies and procedures to ~~protect~~continue protecting the health and welfare of our employees first and foremost while operating as an essential business.

Led by our dedicated COVID-19 response team, we continue to follow the United States Centers for Disease Control and Prevention and other relevant local guidance in the U.S., as well as corresponding authorities in Canada, Mexico, and China, carefully monitoring COVID-19 data in the areas in which we operate, and continue to be both safe and nimble in executing our internal response. We remain committed to operating our business under COVID-19 safety policies until we are certain that related risks have subsided. To support the sustainability of current circumstances, we are supporting our workforce beyond contraction prevention by reinforcing the importance of mental health and ~~maintaining~~promoting the use of existing benefits such as prescription delivery and telemedicine. Further, we have encouraged our ~~liquidity.~~

Weworkforce to receive the flu and COVID-19 vaccines, and in some locations we have communicated and enforced social distancing practices by implementing work from home arrangements, alternating employee shifts, eliminating congregation, and suspending non-essential travel. We have also mobilized a task force and engaged our communications teamprovided the opportunity to ~~establish open lines of communications for our employees to ensure that all members of~~receive the ~~Ryerson team are informed and supported throughout the pandemic.~~COVID-19 vaccine on-site.

The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by the U.S. government and state and local government officials to prevent disease spread, all of which are uncertain and cannot be predicted. All of our facilities, except for two in Mexico which are temporarily closed, have continued to operate during stay-at-home mandates due to Ryerson being deemed an essential business by state and local government authorities. However, facility closures, work slowdowns, or temporary stoppages could occur, and we are seeing negative impacts on demand from closures among our customers. At this time, ~~a number~~our business and the business of ~~Ryerson’s~~our customers have either temporarily closed operations or reduced activity in response to the COVID-19 pandemic and government-mandated stay-at-home orders or decreasing demand for their products. Ryerson’s second quarter demand to date has been negatively impacted by the pandemic and we expect the third quartercontinue to be impacted ~~given continued~~by economic ~~pressure, although~~pressures as well as supply chain disruptions and tightness stemming from COVID-19. This is perpetuated by increasing demand momentum, and the ultimate impact of COVID-19 remains uncertain. Further, we anticipate that the weakened economic environment will negatively impact metals pricing, which may result in gross margin contraction, despite partially offsetting support from decreased mill capacity given the announced temporary closure or idling of several facilities.

~~In our Annual Report on Form 10-K filed on March 4, 2020, we noted that China~~The Company continues to be a key driver in the growth of global metals demand and cited the International Monetary Fund’s projected Chinese GDP growth of over 6 percent for 2020. However, on April 14, 2020, the International Monetary Fund predicted that, as a result of COVID-19, the global economy will contract by 3%, the U.S. will contract by 5.9%, and China will grow by only 1.2% in 2020. These projections represent decreases of 6.3%, 7.9%, and 4.8%, respectively, compared to the World Economic Outlook Report published in January, and we anticipate that the global metals demand environment will be affected accordingly.

As the COVID-19 pandemic’s effects on the manufacturing economy develop, Ryerson is carefully monitoring the current and potential future impacts to its supply chain. In response to decreased demand, several mills have announced temporary closures and/or idled facilities, effectively reducing overall capacity. However, Ryerson has not experienced a disruption to its supply chain and has been able to meet customer demand as there exists an abundance of material available with short lead times. With Ryerson’s national scale and interconnected network, including 95 facilities in North America, we are able to move inventory intelligently throughout the network to meet customer’s needs. As the second quarter progresses, we remain diligently responsive to the depressed demand environment, limiting our material purchases, and effectively managing inventory levels while continuing to monitor market prices and lead times through the pervasive market uncertainty.

~~Furthermore, although Ryerson is always mindful of our liquidity position, in response to the COVID-19 pandemic, we have deployed a dedicated team~~ to closely monitor ~~all critical areas daily including cash positioning and credit line availability and projections, while being ever mindful of our covenant requirements and working capital needs. We are~~its liquidity position as market conditions improve. Specifically, we continue to actively ~~managing~~manage relationships with our customers and vendors to ensure that we ~~are in~~ balance ~~with regards to~~ our receivables and ~~payables. Examples of specific actions taken in response to COVID-19 include increased focus on working capital management with targeted inventory reductions,~~payables cycles, conduct receivables risk ~~assessment, limiting~~assessments, limit discretionary spending ~~temporarily furloughing employees or reducing work hours, reducing executive~~ and ~~salaried employee pay, delaying salary increases, eliminating~~ non-essential travel, delaying or reducing hiring activities, deferring certain discretionary capital expenditures, payroll tax and pension contribution deferrals, and accelerating Alternative Minimum Tax credit refunds as provided for under the Coronavirus Aid, Relief, and Economic Security Act (“The CARES Act”). The CARES Act, among other newly issued legislation, contains numerous other provisions which may benefit the Company. The CARES Act did not have a material impact on the Company's consolidated financial condition or results of operations as of and for the three months ended March 31, 2020. The Company intends to continue to assess the effect of the CARES Act and ongoing government guidance related to COVID-19 that may be issued and intends to take advantage of all opportunities to further support our balance sheet. With respect to liquidity for the quarter, we took the actions listed above to bolster our financial condition and have contingency plans in place to reduce costs while supporting business ~~operations. We borrowed $166~~operations should conditions decline. Due to our effective cash management actions and the strong commodity pricing environment, as of March 31, 2021, Ryerson had liquidity of $583 million, composed of $540 million of availability under the Ryerson Credit Facility and foreign debt facilities, and $43 million of cash and cash equivalents.

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

Ryerson achieved revenues of $1.15 billion in the first quarter of 2021, an increase of 13.6% compared to $1.01 billion for the first quarter of 2020, with average selling prices 18.4% higher and tons shipped 4.1% lower. Gross margin contracted to 17.2% due to higher cost of goods sold recognition, compared to 19.4% for the first quarter of 2020. Included in first quarter of 2021 cost of materials sold was LIFO expense of $83.8 million, compared to LIFO income of $20.2 million in the first quarter of 2020. Net income attributable to Ryerson Holding Corporation was $25.3 million, or earnings of $0.66 per diluted share, in the first quarter of 2021 compared to $16.4 million of net income attributable to Ryerson Holding Corporation, or $0.43 per diluted share, for the first quarter of 2020.

To provide greater insight into the Company’s ~~$1.0 billion revolving credit facility (the “Ryerson Credit Facility”~~first quarter 2021 operating trends apart from the quarter’s one-time transactions, Ryerson provides adjusted net income and diluted adjusted earnings per share figures, which are not U.S. generally accepted accounting principles (“GAAP”) financial measures, to ~~ensure access~~compliment the reported GAAP net income and diluted earnings per share figures. Management uses these metrics to ~~cash.~~ assess year-over-year performance excluding non-recurring transactions. Adjusted net income and adjusted diluted earnings per share do not represent, and should not be used as a substitute for, net income or earnings per share determined in accordance with GAAP. Illustrated in the below table, first quarter 2021 net income attributable to Ryerson of

$25.3 million includes a gain of $20.3 million generated from the sale of the Renton, Washington facility. After adjusting for this non-core business transaction and the related income tax provision, the adjusted net income attributable to Ryerson for the first quarter of 2021 is $10.2 million, a decrease of $5.6 million compared to the year-ago adjusted net income attributable to Ryerson of $15.8 million which included an adjustment for a gain on retirement of debt related to repurchases of the then 11.00% Senior Secured Notes due 2022 (the “2022 Notes”) and related income taxes.

On March 31, 2021, President Biden introduced the American Jobs Plan, a broad $2 trillion, 8-year infrastructure plan. This plan is largely viewed as an opening bid as Congress starts the formal process of developing infrastructure spending legislation. To offset some of the plan’s costs, the Biden Administration proposed a series of tax changes including raising the corporate tax rate to 28%. While changes to corporate taxation, including a higher corporate income tax rate, would adversely affect the Company, we believe the additional government spending on infrastructure projects contemplated under the American Jobs Plan, as proposed, may generate additional demand for our products especially within the industrial equipment, construction, green energy, and transportation industries. Accordingly, we would anticipate that the Jobs Plan would be beneficial to the Company, but ultimately the impact on the Company’s operations and ability to attract new business and retain existing customers is unclear. The prospects for this proposal also remain unclear.

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

On March 1, 2018, the White House announced a 25% tariff on all imported steel products and 10% tariff on all imported aluminum products for an indefinite amount of time under Section 232 (“Section 232”) of the Trade Expansion Act. ~~Subsequently, the White House announced steel quotas, in lieu~~Application of ~~tariffs, with South Korea. On May 1, 2018, the White House further announced agreements-in-principle with Argentina, Australia, and Brazil for permanent exemptions from~~ the tariffs in exchange for export quotas or voluntary export restraints, with the exception of Australia which has not agreed to quotas at the time of this report. In May 2019, steel tariffs put in place on Turkey in August ofcommenced March 23, 2018, with ~~the intention~~temporary or long-term exemptions for a number of ~~offsetting the weakening Turkish Lira were revised down~~countries and subject to ~~25%~~a product exemption process. These tariffs, while in effect, have discouraged metal imports from ~~50%.~~

~~Further trade actions announced by the U.S. under Section 301 of the Trade Act of 1974 imposed various levels of tariffs~~non-exempt countries and ~~duties on imported Chinese goods with China reciprocating in kind on American goods. These tariffs~~ have had a favorable impact on the prices of the products we sell and our results of operations. ~~If these or other~~The removal of the Section 232 tariffs ~~or duties expire or if others are relaxed or repealed, or if relatively higher~~could lead to increased levels of imported metals into the U.S. and result in domestic steel producers decreasing the prices of the metals they sell. A rapid decline in metal prices ~~make it attractive for foreign metal producers to export their products to the U.S., despite the presence of duties or tariffs, the resurgence of substantial imports of foreign steel~~from current levels could ~~create downward pressure on U.S. metal prices which could have~~result in a ~~material~~significant adverse effect on our ~~potential earnings~~revenues, gross profit, and ~~future results of operations.~~

~~On January 15, 2020,~~net income. With the ~~United States~~current supply constraints and ~~China signed a phase one trade agreement in which~~ the U.S. agreed not to proceed with tariffs that had been scheduled to take effect December 15 and cut Section 301 duties related to the September 1 tariffs on $120 billion in Chinese goods in half, from 15% to 7.5%, effective February 14, 2020. In return, China agreed to increase its purchases of U.S. manufactured goods, agricultural products, energy, and services by a total of $200 billion over 2017 levelsnew administration in the ~~two years through December 2021. However, negotiations with China are ongoing and~~White House, the ~~U.S. will maintain 25% tariffs on another $250 billion of Chinese products while China maintains retaliatory tariffs on some U.S. goods. Further, in response to the COVID-19 outbreak, members~~removal of the Senate Finance Committee have urged President Trump to ease tariff restrictions on health and safety products and pause Buy American requirements for medical goods and equipment, but this movement was met with opposition from steel industry groups and the administration, leaving potential amendmentSection 232 tariffs is still uncertain.

As of March 13, 2020, the U.S.-Mexico-Canada-Agreement (“USMCA”), which is designed to replace the North American Free Trade Agreement (“NAFTA”), was ratified by all three countries. Though its implementation date is yet to be determined, there has recently been a call for delay due to potential time and resource constraints driven by the COVID-19 outbreak. However, once implemented, Ryerson expects that passage of the USMCA will support demand for North American steel through strengthening of rules of origin for steel-intensive goods and will continue to provide tariff-free trade access in North American markets.

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

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

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

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

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

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

Results of Operations — Comparison of Three Months Ended March 31, ~~2020~~2021 to Three Months Ended March 31, ~~2019~~2020

The following table sets forth our condensed consolidated statements of income data for the three months ended March 31, ~~2020~~2021 and ~~2019:~~2020:

	Three Months Ended March 31,												Three Months Ended March 31,
	2020						2019						2021						2020
	$			% of Net Sales			$			% of Net Sales			$			% of Net Sales			$			% of Net Sales
	($ in millions)												($ in millions)
Net sales	$	1,010.3			100.0	%	$	1,230.8			100.0	%	$	1,147.3			100.0	%	$	1,010.3			100.0	%
Cost of materials sold		814.5			80.6			999.5			81.2			949.4			82.8			814.5			80.6
Gross profit		195.8			19.4			231.3			18.8			197.9			17.2			195.8			19.4
Warehousing, delivery, selling, general, and administrative expenses		155.7			15.4			163.7			13.3			171.8			15.0			155.7			15.4
Restructuring and other charges		—			—			0.3			—
Gain on sale of assets														(20.3	)		(1.8	)		—			—
Operating profit		40.1			4.0			67.3			5.5			46.4			4.0			40.1			4.0
Other (expenses) and income		(20.8	)		(2.1	)		(24.7	)		(2.0	)		(13.2	)		(1.1	)		(20.8	)		(2.1	)
Income before income taxes		19.3			1.9			42.6			3.5			33.2			2.9			19.3			1.9
Provision for income taxes		2.9			0.3			13.0			1.1			7.6			0.7			2.9			0.3
Net income		16.4			1.6			29.6			2.4			25.6			2.2			16.4			1.6
Less: Net income attributable to noncontrolling interest		—			—			0.1			—			0.3			—			—			—
Net income attributable to Ryerson Holding Corporation	$	16.4			1.6	%	$	29.5			2.4	%	$	25.3			2.2	%	$	16.4			1.6	%
Basic earnings per share	$	0.43					$	0.79					$	0.66					$	0.43
Diluted earnings per share	$	0.43					$	0.78					$	0.66					$	0.43

The following ~~table shows our~~charts show the Company’s percentage of sales ~~revenue~~ by major product lines for the three months ended March 31, ~~2020~~2021 and ~~2019:~~2020:

	March 31,				Dollar			Percentage			March 31,				Dollar			Percentage
	2020		2019		change			change			2021		2020		change			change
	($ in millions)										($ in millions)
Net sales	$	1,010.3	$	1,230.8	$	(220.5	)		(17.9	)%	$	1,147.3	$	1,010.3	$	137.0			13.6	%

	March 31,				Tons			Percentage
	2020		2019		change			change			March 31,				Tons			Percentage
	(in thousands)										2021		2020		change			change
											(in thousands)
Tons sold		566		619		(53	)		(8.6	)%		543		566		(23	)		(4.1	)%

	March 31,				Price			Percentage			March 31,				Price			Percentage
	2020		2019		change			change			2021		2020		change			change
Average selling price per ton sold	$	1,785	$	1,988	$	(203	)		(10.2	)%	$	2,113	$	1,785	$	328			18.4	%

Revenue for the three-month period ended March 31, ~~2020 decreased~~2021 increased from the same period a year ago reflecting ~~a slowdown~~metals market business conditions that began to improve in the ~~metals market that was a continuation from~~second half of 2020 after declining sharply at the ~~decline in the industry in 2019, and was further negatively impacted by~~beginning of the global outbreak of ~~COVID-19 during the first quarter of 2020.~~COVID-19. Compared to the year ago period, average selling price ~~decreased~~increased for all of our product lines in the three-month period ended March 31, ~~2020~~2021 with the largest ~~decreases~~increases in our carbon flat, carbon plate, ~~carbon flat,~~ and ~~aluminum~~stainless plate products. Tons sold decreased in the three-month period ended March 31, ~~2020 for nearly all of our product lines~~2021 overall, with ~~the largest~~ decreases in our ~~aluminum flat,~~carbon plate, carbon long, and ~~carbon~~stainless plate product lines, partially offset by increases ~~in stainless plate~~from our aluminum flat and ~~aluminum plate~~carbon flat product ~~sold.~~lines.

March 31,

2020

2019

$

% of Net
Sales

$

% of Net
Sales

Dollar change

Percentage change

($ in millions)

Cost of materials sold

$
814.5

80.6
%

$
999.5

81.2
%

$
(185.0
)

(18.5
)%

March 31,

Cost

Percentage

2020

2019

change

change

Average cost of materials sold per ton sold

$
1,439

$
1,614

$
(175
)

(10.8
)%

	March 31,
	2021					2020
	$		% of Net Sales			$		% of Net Sales			Dollar change		Percentage change
	($ in millions)
Cost of materials sold	$	949.4		82.8	%	$	814.5		80.6	%	$	134.9		16.6	%

The ~~decrease~~increase in cost of materials sold in the three-month period ended March 31, ~~2020~~2021 compared to the year ago period is primarily due to ~~a decrease~~the increase in average cost of materials sold per ton, ~~and~~partially offset by the decrease in tons sold. The average cost of materials sold ~~decreased~~increased across ~~almost~~ all product lines with the ~~average cost of materials sold for~~largest increase in our carbon plate, carbon flat, and ~~carbon long product lines decreasing more than our other~~stainless plate product lines during the three-month period ended March 31, ~~2020.~~2021. During the first quarter of ~~2020,~~2021, LIFO ~~income~~expense was $~~20.2~~83.8 million compared to LIFO income of ~~$20.1~~$20.2 million in the first quarter of ~~2019.~~ 2020.

Gross profit ~~decreased~~was relatively unchanged in the three-month period ended March 31, ~~2020~~2021 compared to the year ago period ~~due to~~as the ~~decrease~~increase in ~~tons~~average selling price was offset by the increase in the average cost of materials sold. While ~~our revenue~~the average selling price per ton ~~decreased~~sold increased in the three months period ended March 31, ~~2020~~2021 as compared to the three months ended March 31, ~~2019,~~2020, average cost of materials sold per ton ~~decreased~~sold increased at a faster pace resulting in ~~higher~~a decrease in gross ~~margins.~~margin.

Total operating expenses decreased in the three-month period ended March 31, ~~2020~~2021 compared to the year ago period primarily due to a gain on sale of assets of $20.3 million recognized from the sale and leaseback of our Renton, Washington facility in the first quarter of 2021, a decrease in salary and wages of $6.0 million as workforce reductions in 2020 resulted in a lower headcount, and a decrease in selling, general, and administrative costs of $2.8 million mainly from the lower travel and entertainment expenses. Partially offsetting the decreases were a $20.6 million increase in incentive compensation, higher benefit costs of $3.0 million ~~lower salaries~~mainly resulting from higher medical costs, and ~~wages of $2.2 million, lower~~higher operating supplies of ~~$1.1 million, lower depreciation expense of $1.0 million, and lower delivery expenses of~~ $0.9 million due to lower shipments, partially offset by higher rent expense of $1.2 million due to a sale-leaseback transaction on nine of our real estate properties that was executed in the fourth quarter of 2019.million.

Our operating profit ~~decreased~~increased in the ~~first three months of 2020~~three-month period ended March 31, 2021 compared to the ~~first three months of 2019,~~three-month period ended March 31, 2020, primarily due to ~~decreases~~the decrease in ~~average selling prices and tons sold, slightly offset by lower~~ operating ~~expenses.~~expenses discussed above.

Interest and other expense on debt decreased in the three-month period ended March 31, ~~2020~~2021 compared to the year ago period primarily due to the redemption of our 2022 Notes which had an outstanding balance of $533.3 million at March 31, 2020. The 2022 Notes were replaced by a lower level of debt at a lower interest rate with the issuance of $500.0 million of the 8.50% Senior Secured Notes due 2028 (the “2028 Notes”). In October 2020, $50.0 million of the 2028 Notes were redeemed. In addition, interest and other expense on debt was lower in the three-month period ended March 31, 2021 due to a lower level of ~~credit facility~~Credit Facility borrowings outstanding compared to the year ago period related to lower working capital requirements ~~resulting from a slowing metals market,~~during 2021 and lower interest rates on credit facility ~~borrowings, and to a $54.6 million decrease in the outstanding amount of our 11.00% Notes due in 2022 (the “2022 Notes”) which were repurchased in the first quarter of 2020.~~borrowings. In addition, Credit ~~facility~~Facility borrowings were at a lower level ~~in the first three months of 2020 compared to the first three months of 2019 despite having borrowed approximately $166 million of funds~~ at March 31, ~~2020~~2021 compared to a year ago when excess funds were borrowed to maintain access to cash during the COVID-19 pandemic. ~~Interest expense~~The other income in the first quarter of ~~2020 included~~2021 includes a $0.3 million ~~charge to recognize unamortized bond issuance costs related to~~gain resulted from the

~~$54.6 million~~ change in the fair value of ~~2022 Notes repurchased during~~ the ~~period,~~embedded derivative connected with the redemption options under the 2028 Notes. The other income in the first quarter of 2020 includes a $0.8 million gain on the repurchase of the 2022 Notes. ~~The other expense in the first quarter of 2019 includes $0.6 million of foreign currency losses.~~

Provision for income taxes. In the first quarter of ~~2020,~~2021, the Company recorded income tax expense of $~~2.9~~7.6 million compared to ~~$13.0~~$2.9 million in the first quarter of ~~2019.~~2020. The income tax ~~expense~~ recorded in all periods primarily represents taxes at federal and local statutory rates where the Company operates, but generally excludes any tax benefit for losses in jurisdictions with historical losses.

Earnings per share. Basic and diluted earnings per share ~~was~~were $0.66 in the first quarter of 2021 compared to $0.43 in the first quarter of ~~2020 compared to basic earnings per share of $0.79 in the first quarter of 2019. Diluted earnings per share was $0.43 in the first quarter of 2020 compared to $0.78 in the first quarter of 2019.~~2020. The changes in earnings per share are due to the results of operations discussed above.

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

The global COVID-19 pandemic has led to disruption and volatility in the global capital markets, which, depending on future developments, could adversely impact our capital resources and liquidity in the future. As a proactive, precautionary measure, we borrowed approximately $166 million under the Ryerson Credit Facility in the first quarter of 2020 to maintain access to cash during the COVID-19 pandemic. We reduced this balance to approximately $40 million as of December 31, 2020 and $20 million as of March 31, 2021. Accordingly, we had cash and cash equivalents of $~~188.3~~43.3 million at March 31, ~~2020~~2021, compared to ~~$11.0~~$61.4 million at December 31, ~~2019. The extra borrowing increased our~~2020. Our total debt outstanding at March 31, ~~2020~~2021 increased slightly to ~~$1,096~~$741 million compared to ~~$982~~$740 million of total debt outstanding at December 31, ~~2019~~.2020. We had a debt-to-capitalization ratio of ~~86%~~81% and ~~85%~~84% at March 31, ~~2020~~2021 and at December 31, ~~2019,~~2020 respectively. We had total liquidity (defined as cash and cash equivalents ~~restricted cash from sales of property, plant, and equipment, marketable securities,~~ and availability under the Ryerson Credit Facility and foreign debt ~~facilities, less qualified cash pledged as collateral)~~facilities) of ~~$396~~$583 million at March 31, ~~2020~~2021 versus ~~$439~~$373 million at December 31, ~~2019.~~2020. Our net debt (defined as total debt less cash and cash ~~equivalents, restricted cash from sales of property, plant, and equipment, and marketable securities)~~equivalents) was ~~$893~~$698 million and ~~$923~~$679 million at March 31, ~~2020~~2021 and December 31, ~~2019~~2020, respectively. Total liquidity and net debt are not ~~U.S. generally accepted accounting principles (“GAAP”)~~GAAP financial measures. We believe that total liquidity provides additional information for measuring

our ability to fund our operations. Total liquidity does not represent, and should not be used as a substitute for, net income or cash flows from operations as determined in accordance with GAAP and total liquidity is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. We believe that net debt provides a clearer perspective of the Company’s overall debt ~~situation.~~situation given the excess borrowings discussed above. Net debt should not be used as a substitute for total debt outstanding as determined in accordance with GAAP.

Of the total cash and cash equivalents, as of March 31, ~~2020,~~2021, $~~12.5~~14.1 million was held in subsidiaries outside the United States which is deemed to be permanently reinvested. Ryerson does not currently foresee a need to repatriate earnings from its non-U.S.

subsidiaries. Although Ryerson has historically satisfied needs for more capital in the U.S. through debt or equity issuances, Ryerson could elect to repatriate earnings held in foreign jurisdictions, which could result in higher effective tax rates. We have not recorded a deferred tax liability for the effect of a possible repatriation of these earnings as management intends to permanently reinvest these earnings outside of the U.S. Specific plans for reinvestment include funding for future international acquisitions and funding of existing international operations.

	Three Months Ended March 31,
	2020			2019			Three Months Ended March 31,
	(In millions)						2021			2020
							(In millions)
Net income	$	16.4		$	29.6		$	25.6		$	16.4
Depreciation and amortization		13.3			14.2			13.6			13.3
Deferred income taxes								4.5			14.6
Gain on sale of assets								(20.3	)		—
Change in operating assets and liabilities:
Receivables		(69.4	)		(69.8	)		(165.2	)		(69.4	)
Inventories		(4.1	)		(69.5	)		(12.3	)		(4.1	)
Accounts payable		98.5			81.0			118.5			98.5
Accrued liabilities								13.0			16.1
Deferred employee benefit costs								(18.0	)		(7.7	)
Other operating asset and liability balances		(0.7	)		(16.1	)		(19.2	)		(9.1	)
All other operating cash flows		18.8			12.1			12.5			4.2
Net cash provided by (used in) operating activities		72.8			(18.5	)		(47.3	)		72.8
Capital expenditures		(6.9	)		(11.3	)		(6.5	)		(6.9	)
Proceeds from sale of property, plant, and equipment		—			8.5			29.0			—
Net cash used in investing activities		(6.9	)		(2.8	)
All other investing cash flows								(0.5	)		—
Net cash provided by (used in) investing activities								22.0			(6.9	)
Repayment of debt		(54.2	)		(11.8	)		(0.4	)		(54.2	)
Net proceeds (repayments) of short-term borrowings		168.2			21.4
Net proceeds of short-term borrowings								1.2			168.2
Net increase (decrease) in book overdrafts		(31.2	)		12.5			9.4			(31.2	)
All other financing cash flows		(3.4	)		(3.4	)		(2.6	)		(3.4	)
Net cash provided by financing activities		79.4			18.7			7.6			79.4
Effect of exchange rates on cash and cash equivalents		(0.4	)		1.4			(0.4	)		(0.4	)
Net increase (decrease) in cash and cash equivalents	$	144.9		$	(1.2	)	$	(18.1	)	$	144.9

Operating activities. Working capital fluctuates throughout the year based on business needs. Working capital needs tend to be counter-cyclical, meaning that in periods of expansion the Company will use cash to fund working capital requirements, but in periods of contraction the Company will generate cash from reduced working capital requirements. The increase in accounts receivable in both first quarter periods is the result of higher sales levels during the second half of the first quarter compared to the second half of the fourth quarter of the prior year. Inventory levels did not increase significantly in the first quarter of ~~2020~~2021 as ~~compared to the prior year period in response to weaker~~stronger metals market conditions were offset by supply constraints in ~~the first quarter of 2020.~~replacing tons in inventory. ~~The increase in inventory in the first quarter of 2019 is due to higher inventory levels to support higher sales in the second quarter of 2019 compared to year-end 2018.~~ The increase in accounts payable at the end of the first quarter in both periods is related to increased purchases and operating activities in the first quarter associated with increased sales compared to the fourth quarter of the prior year.

Investing activities. The Company's main investing activities are capital expenditures and proceeds from the sale of property, plant, and equipment. Capital expenditures have decreased slightly year-over-year asto $6.5 million for the first three months of 2021 compared to $6.9 million in the first three months of 2020. The Company ~~reduced~~sold property, plant, and equipment and assets held for sale generating cash proceeds of $29.0 million during the ~~annual capital expenditures budget from $45 million to $25 million due to COVID-19. At this time we are limiting capital spending to critical sustaining projects.~~first three months of 2021.

Financing activities. The Company's main source of liquidity to fund working capital requirements is borrowings on its ~~credit facility. While the Company anticipates its current~~Credit Facility. Net cash ~~balances, cash flows from operations, and available sources of liquidity will be sufficient to meet its cash requirements,~~provided by financing activities in the first ~~quarter~~three months of 2021 was $7.6 million compared to $79.4 million in the first three months of 2020. Net cash provided by financing activities in the first three months of 2021 was primarily related to an increase in book overdrafts of $9.4 million. Net cash provided by financing activities in the first three months of 2020 was primarily related to approximately $166 million of additional funds ~~were~~ borrowed at March 31, 2020 to maintain access to cash during the COVID-19 ~~pandemic. In addition, we repurchased~~pandemic, partially offset by the repurchase of $54.2 ~~million and $11.8~~ million of our 2022 Notes and a decrease in book overdrafts of $31.2 million in the first quarter of ~~2020~~2020.

As market conditions warrant and ~~2019, respectively. Book overdrafts fluctuate based~~subject to our contractual restrictions, liquidity position, and other factors, we may from time to time seek to repurchase or retire our outstanding debt through cash purchases and/or exchanges for other debt or equity securities in open market transactions, privately negotiated transactions, by tender offer, or otherwise. Any such cash repurchases by us may be funded by cash on hand or incurring new debt. The amounts involved in any such transactions, individually or in the ~~timing~~aggregate, may be material. Furthermore, any such repurchases or exchanges may result in our acquiring and retiring a substantial amount of ~~payments.~~such indebtedness, which would impact the trading liquidity of such indebtedness.

In the normal course of business with customers, vendors, and others, we have entered into off-balance sheet arrangements, such as letters of credit, which totaled $16 million as of March 31, 2021. We do not have any other material off-balance sheet financing arrangements. Our off-balance sheet arrangements are not likely to have a material effect on our current or future financial condition, results of operations, liquidity, or capital resources.

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

Total debt in the Condensed Consolidated Balance Sheet increased to $~~1,096.1~~741.4 million at March 31, ~~2020~~2021 from $~~981.8~~740.0 million at December 31, ~~2019,~~ 2020, mainly due to ~~additional borrowings under the Ryerson Credit Facility during March 2020 to maintain access to cash during the uncertainty of the COVID-19 pandemic, partially offset by~~ the net cash ~~provided by~~used in operating activities in the first three months of ~~2020~~2021, partially offset by a reduction in cash on hand to lower debt balances as well as cash generated from asset sale proceeds. .

Total debt outstanding as of March 31, ~~2020~~2021 consisted of the following amounts: ~~$546.3~~$282.0 million borrowings under the Ryerson Credit Facility, ~~$533.3~~$450.0 million under the ~~2022~~2028 Notes, ~~$12.7~~$16.3 million of foreign debt, and ~~$9.1~~$7.4 million of other debt, less ~~$5.3~~$14.3 million of unamortized debt issuance costs. For further information, see Note 7: Long Term Debt in Part I, Item I - Notes to the Condensed Consolidated Financial Statements.

At December 31, ~~2019,~~2020, pension liabilities exceeded plan assets by ~~$140~~$154 million. Through the three months ended March 31, ~~2020,~~2021, we have made $7$17 million in pension ~~contributions. The Company has elected to defer the remaining expected 2020 U.S.~~ contributions ~~of $13 million until December 31, 2020,~~ ~~as permitted under The CARES Act that was passed in March 2020.~~ Weand we anticipate ~~that we will have zero~~an additional minimum required pension ~~contributions~~ contribution of approximately $5 million in ~~2020~~the remaining nine months of 2021 under the Employee Retirement Income Security Act of 1974 (“ERISA”) and Pension Protection Act in the U.S. and Ontario Pension Benefits Act in Canada. The expected future contributions reflect recent pension funding relief measures under the American Rescue Plan Act (“ARPA”) passed in March 2021. We will continue to monitor and update our expected contributions as further guidance related to ARPA is released. Future contribution requirements depend on the investment returns on plan assets, the impact of discount rates on pension liabilities, and changes in regulatory requirements. We are unable to determine the amount or timing of any such contributions required by ERISA or whether any such contributions would have a material adverse effect on our financial position or cash flows.

~~COVID-19 has negatively affected the~~As financial markets ~~and~~continue to stabilize from the negative effects of COVID-19, the return on our ~~returns on~~ pension ~~assets.~~assets continue to be impacted. Changes in returns on plan assets may affect our plan funding, cash flows, and financial condition. Differences between actual plan asset ~~return~~returns and the expected long-term rate of return on plan assets ~~(5.75% for the Ryerson Pension Plans, 3.20% for CS&W Pension Plan, and between 3.00% and 4.75% for the Canadian Plans as of December 31, 2019)~~ impact the measurement of the following year’s pension expense and pension funding requirements. However, we believe that cash flow from operations and the Ryerson Credit Facility described above will provide sufficient funds to make the minimum required contributions in ~~2020.~~2021.

InThe Company expects to make approximately $756 million in principal payments to satisfy its debt obligations, consisting of $16 million in foreign debt coming due within a year, $8 million of other debt coming due between 2021 through 2024, $282 million for the ~~normal course~~Ryerson Credit Facility coming due in 2025, and $450 million for the 2028 Notes due in 2028. Please refer to Part I, Item I - Notes to the Condensed Consolidated Financial Statements, Note 7: Long Term Debt for further information.

The Company expects to pay approximately $47 million of ~~business~~interest on the 2028 Notes, Ryerson Credit Facility, foreign debt, and other debt over the next 12 months and $271 million thereafter. Interest payments related to the variable rate debt were estimated using the weighted average interest rate for the Ryerson Credit Facility, including the effect of the interest rate swap.

The Company leases various assets including real estate, trucks, trailers, mobile equipment, processing equipment, and IT equipment. We have noncancelable operating leases expiring at various times through 2032, and finance leases expiring at various times through 2027. The total amount of future lease payments is estimated to be $152 million with ~~customers, vendors, and others, we have~~$34 million for the next 12 months. Please refer to Part I, Item I - Notes to the Condensed Consolidated Financial Statements, Note 5: Leases for further information.

Purchase obligations with suppliers are entered into ~~off-balance sheet arrangements, such as letters~~when we receive firm sales commitments with certain of ~~credit, which totaled $15 million as~~our customers. As of March 31, ~~2020. We do not have any other material off-balance sheet financing arrangements. None~~2021, we had outstanding purchase obligations of ~~these off-balance sheet arrangements are likely to have~~approximately $34 million expiring within a ~~material effect on our current or future financial condition, results of operations, liquidity, or capital resources.~~year.

Payments Due by Period

Contractual Obligations ^{(1) (2)}

Total

Less than
1 year

1 – 3
years

4 – 5
years

After 5
years

(In millions)

2022 Notes

533

—

533

—

—

Ryerson Credit Facility

546

17

529

—

—

Foreign Debt

13

13

—

—

—

Other Debt

9

1

4

4

—

Interest on 2022 Notes, Foreign Debt, Other Debt, and Ryerson Credit Facility ⁽³⁾

147

72

75

—

—

Purchase Obligations ⁽⁴⁾

16

16

—

—

—

Operating Leases ⁽⁵⁾

145

25

42

31

47

Pension Withdrawal Liability

1

—

—

—

1

Finance Lease Obligations ⁽⁵⁾

32

13

13

6

—

Total

$
1,442

$
157

$
1,196

$
41

$
48

In accordance with ASC 740, “Income Taxes,” the Company calculates its quarterly tax provision based on an estimated effective tax rate for the year, applies it to the results of each interim period, and then adjusts that amount by certain discrete items. Due to volatile macro-economic conditions associated with the COVID-19 pandemic, we may experience fluctuations in our forecasted earnings before income taxes as a result of events which cannot be predicted. As such, the Company's effective tax rate could be subject to unusual volatility as forecasted earnings before income taxes change.

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

We anticipate that certain statutes of limitation will close within the next twelve months resulting in the reduction of $0.7 million in the reserve for uncertain tax benefits related to various intercompany transactions. ~~However, we do not believe the amount will be material.~~

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

Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. We are exposed to market risk related to our fixed-rate and variable-rate long-term debt. Changes in interest rates may affect the market value of our fixed-rate debt. The estimated fair value of our long-term debt and the current portions thereof using quoted market prices of Company debt securities recently traded and market-based prices of similar securities for those securities not recently traded was $~~1,058.8~~796.2 million at March 31, ~~2020~~2021 and ~~$1,014.4~~$800.3 million at December 31, ~~2019~~2020 as compared with the carrying value of ~~$1,096.1~~$741.4 million and ~~$981.8~~$740.0 million at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. We manage interest rate risk in our capital structure by holding a combination of variable and fixed-rate debt. ~~At March 31, 2020, 51% of our debt was valued with variable interest rates and the remaining 49% was at fixed interest rates.~~

We use interest rate swaps to manage our exposure to interest rate changes. As of March 31, ~~2020,~~2021, we have 2 receive variable, pay fixed, interest rate swaps to manage the exposure to variable interest rates of the Ryerson Credit Facility. In June 2019, we entered into a forward agreement for $60 million of “pay fixed” interest at 1.729% through June 2022 and in November 2019, we entered into a forward agreement for $100 million of “pay fixed” interest at 1.539%~~. We account for these~~ through November 2022.

Effective November 1, 2020, the Company de-designated its interest rate swaps as cash flow hedges ~~of floating-rate borrowings~~and terminated its hedge accounting treatment. Prior to de-designation, the Company would mark these interest rate swaps to market with all changes in fair value ~~being~~ recorded in accumulated other comprehensive income. Subsequent to de-designation, changes in fair value are recorded in current earnings. The fair value of the interest rate swaps as of March 31, ~~2020~~2021 was a net liability of ~~$4.9~~$3.4 million. The Company recognized a gain of $0.6 million related to mark-to-market changes and interest expense of $0.6 million in current earnings for three months ended March 31, 2021. After de-designation, the amounts reclassified from other comprehensive income relate to prior gains and losses that are being amortized into income as the forecasted interest payments affect earnings. The amount reclassified from other comprehensive income for the three-month period ended March 31, 2021 into earnings was a loss of $0.5 million.

After considering the effects of our interest rate swaps, ~~64%~~81% of our debt was at fixed interest rates as of March 31, ~~2020.~~2021. Considering the impact of interest rate swaps, a hypothetical 1% increase in interest rates on variable ~~rate~~ debt would have increased interest expense for the first three months of ~~2020~~2021 by approximately ~~$0.7 million.~~$1.9 million

We are subject to foreign currency risks primarily through our operations in Canada, Mexico, and China and we use foreign currency exchange contracts to reduce our exposure to currency price fluctuations. Foreign currency contracts are principally used to purchase U.S. dollars. We had foreign currency contracts with a U.S. dollar notional amount of $~~2.8~~4.8 million outstanding at March 31, ~~2020~~2021 and a net ~~asset~~liability value of ~~$0.2~~$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. For the three months ended March 31, ~~2020,~~2021, the Company recognized a ~~gain of $0.2~~$0.1 million loss associated with its foreign currency contracts. A hypothetical strengthening or weakening of 10% in the foreign exchange rates underlying the foreign currency contracts from the market rate as of March 31, ~~2020~~2021 would increase or decrease the fair value of the foreign currency contracts by ~~$0.2~~$0.5 million and ~~$0.3~~$0.6 million, respectively.

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

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

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

As of March 31, ~~2020~~2021, we had ~~240,000~~133,059 tons of ~~iron ore swap~~hot roll coil swaps contracts with a net liability value of ~~$2.6~~$12.6 million, ~~30,553~~15,676 tons ~~of hot roll coil swaps contracts~~ ~~with a net liability value of $0.1 million, 14,915 tons~~ of aluminum swap contracts with a net ~~liability~~asset value of ~~$3.7~~$6.1 million, and 638 tons~~338 tons~~ of nickel swap contracts with a net ~~liability~~asset value of ~~$0.8 million.~~ $1.0 million. We do not currently account for these swaps as hedges, but rather mark these contracts to market with a corresponding offset to current earnings. For the three months ended March 31, ~~2020,~~2021, the Company recognized a loss of ~~$2.0~~$10.7 million associated with its commodity derivatives.

A hypothetical strengthening or weakening of 10% in the commodity prices underlying the commodity derivative contracts from the market rate as of March 31, ~~2020~~2021 would increase or decrease the fair value of commodity derivative contracts by ~~$2.7~~$1.8 million.

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

As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and ~~Interim Principal~~Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, our Chief Executive Officer and ~~Interim Principal~~Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, ~~2020.~~2021.

There have been no changes in the Company’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s controls over financial reporting during the quarter ended March 31, ~~2020.~~2021.

~~In October 2011, the United States Environmental Protection Agency (the “EPA”) named JT Ryerson~~For information concerning legal proceedings as ~~one~~ of more than 100 businesses that may be a potentially responsible party (“PRP”) for the Portland Harbor Superfund Site (the “PHS Site”). On January 6, 2017, the EPA issued an initial Record of Decision (“ROD”) regarding the site. The ROD includes a combination of dredging, capping,March 31, 2021, please refer to Note 9 – “Commitments and enhanced natural recovery that would take approximately thirteen years to construct plus additional time for monitored natural recovery, at an estimated present value cost of $1.05 billion. In a change from its prior stance, at a meeting on December 4, 2018, the EPA indicated that it expected PRPs to submit a plan during 2019 to start remediation of the river and harbor per the original ROD within the next two to three years. The EPA also indicated that it expected allocation of amounts among the parties to be determinedContingencies” in the ~~same two to three-year time frame. The EPA invited certain PRPs to a May 2, 2019 meeting to discuss starting the remedial design process. The EPA did not include JT Ryerson in those meetings.~~

On December 9, 2019, a PRP group met with Administrator Wheeler, the head of the EPA, to discuss updating the ROD as recent testing indicates that the levels of contamination have “drastically improved” and, thus, remediation should be much less drastic than that in the current ROD. Administrator Wheeler directed regional EPA staff to again review the ROD before moving forward with any enforcement action. On March 3, 2020, the regional EPA issued a letternotes to the ~~PRP group, essentially rejecting the request but noting that new data would be used for fine-tuning the implementation of the remedy and to that extent could result~~unaudited condensed consolidated financial statements included in ~~less active remediation.~~

The EPA indicated in a January 2, 2020 “progress update” letter that it is negotiating with certain parties to perform remedial design work at five unspecified areas which comprise 52% of the overall acreage subject to remediation. In late March, the EPA issued a Unilateral Administrative Order for Remedial Design to Schnitzer Steel, ordering it to develop a remedial design plan for the river area which includes the area where our former facilities were. In the meantime, Schnitzer has filed a petition for relief from the remedy required by the ROD.

The EPA has not yet allocated responsibility for the contamination among the potentially responsible parties, including JT Ryerson. We do not currently have sufficient information available to us to determine whether the ROD will be executed as currently stated, whether and to what extent JT Ryerson may be held responsible for any of the identified contamination, and how much (if any) of the final plan’s costs might ultimately be allocated to JT Ryerson. Therefore, management cannot predict the ultimate outcomePart I, Item 1 of this ~~matter or estimate a range of potential loss at~~Report on Form 10-Q, which is incorporated into this ~~time.~~

There are various other claims and pending actions against the Company. The amount of liability, if any, for those claims and actions at March 31, 2020 is not determinable but, in the opinion of management, such liability, if any, will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. We maintain liability insurance coverage to assist in protecting our assets from losses arising from or related to activities associated with business operations.item by reference.

Except for the risk factors below, there have been no material changes relating to this Item from those set forth in Item 1A on the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

~~The effects of the COVID-19 pandemic have had, and are expected to continue to have, an adverse impact on our business, operating results, and financial condition.~~

The global outbreak of a novel strain of coronavirus (“COVID-19”) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020 and has negatively affected the U.S. and global economies, disrupted global supply chains, resulted in significant travel and transport restrictions, mandated closures and stay-at-home orders, and created significant disruptions in the financial markets. We are monitoring the impact of the COVID-19 pandemic across our business. The global spread of COVID-19, and the various governmental, industry, and consumer actions related thereto, have had and could continue to have negative impacts on our business and operations, including softening demand for our products, disruptions in our supply chain and operations, and related restrictions on our employees, including quarantines, stay-at-home orders, and restrictions on travel.

In response to the COVID-19 pandemic, we have implemented several policies and procedures to protect the health and welfare of our employees first and foremost, while operating as an essential business, and maintaining our liquidity. We have communicated and enforced social distancing practices by implementing work from home arrangements, alternating employee shifts, eliminating congregation, and suspending non-essential travel. COVID-19 has disrupted our internal operations, including by heightening the risk that our employees will suffer illness or otherwise not be permitted to work and exposing us to cybersecurity and other risks associated with a large number of our employees working remotely. Certain of our facilities have experienced temporary work disruptions as a result of COVID-19, and we cannot predict whether these will continue or if our facilities will experience more significant or frequent disruptions in the future. Furthermore, we have and may need to further reduce our workforce as a result of declines in our business caused by COVID-19, and any such reduction would cause us to incur costs. Moreover, there can be no assurance that we would be able to rehire our workforce in the event our business experiences a subsequent recovery.

On the whole, because manufacturing demand is tied closely to overall economic strength, economic uncertainty and/or increased unemployment that results from the COVID-19 pandemic or measures undertaken in response has led and could continue to lead to lower demand for our products. Although our end-markets are diverse, concerns regarding and measures implemented in response to the COVID-19 pandemic have and could further negatively influence overall demand, particularly for the consumer durable sector, resulting in cancellations or deferrals of orders and/or decreases in new deliveries. Due to COVID-19, we are also expecting continued and exacerbated weakness in the oil & gas sector resulting from extremely low energy prices driven by over-supply, and in the commercial ground transportation sector, from the expected reduction of class 8 truck orders.

COVID-19 has also led to disruption and volatility in the capital markets, which depending on future developments could adversely impact our capital resources and liquidity in the future. The COVID-19 pandemic has also negatively affected financial~~markets and our returns on our pension assets which could adversely impact our plan funding, cash flows, and pension expense.~~

We are also monitoring the impacts of the COVID-19 pandemic on the fair value of our assets. While we do not currently anticipate any material impairments on our assets as a result of COVID-19, future changes in expectations for sales, earnings, and cash flows related to intangible assets and goodwill below our current projections could cause these assets to be impaired.

We are continuing to monitor the impact across our business of the COVID-19 pandemic and will take appropriate actions in an effort to mitigate adverse consequences. The full extent to which the COVID-19 pandemic and measures taken in response thereto adversely impacts our business, financial condition, and results of operations will depend on numerous evolving factors and future developments, which are highly uncertain, rapidly changing, and cannot be predicted, including: the duration and scope of the outbreak; governmental, business, and individual actions that have been and continue to be taken in response to the outbreak, including travel restrictions, quarantines, social distancing, work-at-home and stay-at-home orders; the impact of the outbreak on the financial markets and economic activity generally; the effect of the outbreak on our customers, suppliers, and other business partners; our ability to access usual sources of liquidity on reasonable terms; and our ability to comply with the financial covenants in our Credit Agreement if a material economic downturn results in increased indebtedness or substantially lower EBITDA. All of the foregoing will likely impact our business, financial condition, results of operations, and forward-looking expectations. In addition, the impact of the COVID-19 pandemic may also have the effect of heightening many of the other risks described in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.2020.

The right to receive payment on the ~~2022~~2028 Notes and the guarantees will be subordinated to the liabilities of non-guarantor subsidiaries.

The notes and related guarantees are structurally subordinated to all indebtedness of our subsidiaries that are not guarantors of the ~~2022~~2028 Senior Secured Notes (the ~~“2022~~“2028 Notes”). While the indenture governing the ~~2022~~2028 Notes limits the indebtedness and activities of these non-guarantor subsidiaries, holders of indebtedness of, and trade creditors of, non-guarantor subsidiaries, including lenders under bank financing agreements, are entitled to payments of their claims from the assets of such subsidiaries before those assets are made available for distribution to any guarantor, as direct or indirect shareholder. While the non-guarantor subsidiaries have agreed under the indenture not to pledge or encumber their assets (other than with respect to permitted liens) without equally and ratably securing the notes, they will not guarantee the ~~2022~~2028 Notes notwithstanding any such pledge or encumbrance in favor of the ~~2022~~2028 Notes.

The non-guarantor subsidiaries represented, respectively, ~~9.6%~~10.6% and ~~9.2%~~20.8% of our net sales and EBITDA for the three months ended March 31, ~~2020.~~2021. In addition, these non-guarantor subsidiaries represented respectively, ~~9.9%~~12.7% and ~~7.1%~~8.1% of our assets and liabilities, as of March 31, ~~2020.~~2021.

Accordingly, in the event that any of the non-guarantor subsidiaries or joint venture entities become insolvent, liquidates, or otherwise reorganizes:

Exhibit

Incorporated by Reference

Filed

~~Exhibit~~Number

~~No.~~

Exhibit Description

Form

File No.

Filing Date

Herewith

10.1

Ryerson Holding Corporation 2014 Omnibus Incentive Plan Nonqualified Stock Option Agreement

31.1

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

31.2

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

32.1*

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

32.2*

Written Statement of ~~Molly D. Kannan, Interim Principal~~James J. Claussen, Executive Vice President and Chief Financial Officer ~~Chief Accounting Officer and Controller~~ of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

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

101.SCH

Inline XBRL Taxonomy Extension Schema ~~Document~~Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document.

~~101.CAL~~

~~Inline XBRL Taxonomy Extension Calculation Linkbase Document~~

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase ~~Document~~Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase ~~Document~~Document.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

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.


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

			PAGE NO.
Part I. Financial Information:

	Item 1.	Financial Statements:

		Condensed Consolidated Statements of Comprehensive Income (Unaudited)—Three Months Ended March 31, ~~2020~~2021 and ~~2019~~2020	3

		Condensed Consolidated Statements of Cash Flows (Unaudited)—Three Months Ended March 31, ~~2020~~2021 and ~~2019~~2020	4

		Condensed Consolidated Balance Sheets—March 31, ~~2020~~2021 (Unaudited) and December 31, ~~2019~~2020	5

		Notes to Condensed Consolidated Financial Statements (Unaudited)	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2322

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

	Item 4.	Controls and Procedures	33

Part II. Other Information:

	Item 1.	Legal Proceedings	3334

	Item 1A.	Risk Factors	34

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3534

	Item 3.	Defaults Upon Senior Securities	3534

	Item 4.	Mine Safety Disclosures	3534

	Item 5.	Other Information	3534

	Item 6.	Exhibits	3635

Signature			3736

Maturity of Lease Liabilities	Operating Leases^(a)			Finance Leases			Operating Leases^(a)			Finance Leases
	(In millions)						(In millions)
2020	$	18.9		$	10.2
2021		23.5			9.1		$	19.0		$	7.2
2022		19.8			5.7			22.5			6.9
2023		16.5			3.3			17.9			4.4
2024		15.4			2.8			16.5			3.5
After 2024		51.1			0.5
2025								12.9			1.1
After 2025								39.3			0.6
Total lease payments		145.2			31.6			128.1			23.7
Less: Interest^(b)		(17.8	)		(2.1	)		(14.0	)		(1.4	)
Present value of lease liabilities^(c)	$	127.4		$	29.5		$	114.1		$	22.3


$1.15B		17.2%		$25M
Total Revenues		Gross Margin		Net Income Attributable to Ryerson
	14% increase		220 bps decrease		$9M increase
$0.66		$0.26		($47M)
Diluted EPS		Diluted Adj. EPS*		Cash from Operating Activities
	$0.23 increase		$0.15 decrease		$120M decrease


Large accelerated filer	☐	Accelerated filer	☒	Emerging growth company	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Three Months Ended March 31,					Three Months Ended March 31,
Lease Expense	Location of Lease Expense Recognized in Income	2020		2019		Location of Lease Expense Recognized in Income	2021		2020
		(In millions)					(In millions)
Operating lease expense	Warehousing, delivery, selling, general, and administrative	$	6.0	$	5.6	Warehousing, delivery, selling, general, and administrative	$	6.2	$	6.0
Finance lease expense
Amortization of lease assets	Warehousing, delivery, selling, general, and administrative		1.6		1.6	Warehousing, delivery, selling, general, and administrative		1.5		1.6
Interest on lease liabilities	Interest and other expense on debt		0.3		0.4	Interest and other expense on debt		0.2		0.3
Variable lease expense	Warehousing, delivery, selling, general, and administrative		0.8		0.7	Warehousing, delivery, selling, general, and administrative		0.8		0.8
Short-term lease expense	Warehousing, delivery, selling, general, and administrative		0.8		0.5	Warehousing, delivery, selling, general, and administrative		0.5		0.8
Total lease expense		$	9.5	$	8.8		$	9.2	$	9.5

		Amount of Gain/(Loss) Recognized in Income on Derivatives							Amount of Gain/(Loss) Recognized in Income on Derivatives						Amount of Gain/ (Loss) Reclassified from Other Comprehensive Income into Income
Derivatives not designated as hedging instruments	Location of Gain/(Loss) Recognized in Income	Three Months Ended March 31,
under ASC 815	on Derivatives	2020			2019
									Three Months Ended March 31,						Three Months Ended March 31,
Derivatives not designated as hedging instruments under ASC 815								Location of Gain/(Loss) Recognized in Income on Derivatives	2021			2020			2021			2020
Metal commodity contracts	Cost of materials sold	$	(2.0	)	$	1.6		Cost of materials sold	$	(10.7	)	$	(2.0	)	$	—		$	—
Crude oil commodity contracts	Warehousing, delivery, selling, general, and administrative		—			0.9
2028 Notes embedded derivative								Other income and (expense), net		0.3			—			—			—
Foreign exchange contracts	Other income and (expense), net		0.2			(0.1	)	Other income and (expense), net		0.1			0.2			—			—
Interest rate swaps								Interest and other expense on debt		—			—			(0.5	)		—
Total		$	(1.8	)	$	2.4			$	(10.3	)	$	(1.8	)	$	(0.5	)	$	—

		Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Income						Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Derivatives designated as hedging instruments	Location of Gain/(Loss) Recognized in Income	Three Months Ended March 31,					Location of Gain/(Loss) Recognized in Income	Three Months Ended March 31,
under ASC 815	on Derivatives	2020			2019		on Derivatives	2021		2020
		(In millions)						(In millions)
Interest rate swaps	Interest and other expense on debt	$	(0.1	)	$	0.3	Interest and other expense on debt	$	—	$	(0.1	)

	2028 Notes embedded derivative
	(in millions)
As of January 1, 2021	$	2.3
Unrealized gain recorded in net income		0.3
As of March 31, 2021	$	2.6

	Changes in Accumulated Other Comprehensive Income (Loss) by Component, net of tax
	Foreign Currency Translation			Benefit Plan Liabilities			Cash Flow Hedge - Interest Rate Swap
	(In millions)
Balance at January 1, 2020	$	(48.6	)	$	(253.1	)	$	(0.3	)
Other comprehensive income (loss) before reclassifications		(8.5	)		—			(3.6	)
Amounts reclassified from accumulated other comprehensive income into net income		—			1.8			0.1
Net current-period other comprehensive income (loss)		(8.5	)		1.8			(3.5	)
Balance at March 31, 2020	$	(57.1	)	$	(251.3	)	$	(3.8	)

	Three Months Ended March 31,						Three Months Ended March 31,
Timing of Revenue Recognition	2020			2019			2021			2020
Revenue on products with an alternative use		88	%		87	%		90	%		88	%
Revenue on products with no alternative use		12			13			10			12
Total		100	%		100	%		100	%		100	%

	Contract Assets			Contract Liabilities			Contract Assets		Contract Liabilities
	(In millions)						(In millions)
Beginning Balance at January 1, 2020	$	13.5		$	10.5
Beginning Balance at January 1, 2021							$	10.8	$	10.8
Contract liability satisfied during the period		—			(4.1	)		—		(4.1	)
Contract liability incurred during the period		—			3.3			—		5.8
Net change in contract assets and liabilities for products with no alternative use during the period		(0.5	)		—			1.4		—
Changes to reserves		0.5			(0.6	)		0.6		0.1
Ending Balance at March 31, 2020	$	13.5		$	9.1
Ending Balance at March 31, 2021							$	12.8	$	12.6

	Changes in Provision for Expected Credit Losses
	(In millions)
Balance at January 1, 2020	$	3.5
Current period provision		0.6
Write-offs charged against allowance		(0.5	)
Effect of foreign exchange rates		(0.1	)
Balance at March 31, 2020	$	3.5

	Three Months Ended March 31,				Three Months Ended March 31,
Basic and diluted earnings per share		2020		2019		2021		2020
	(In millions, except share and per share data)				(In millions, except share and per share data)
Numerator:
Net income attributable to Ryerson Holding Corporation	$	16.4	$	29.5	$	25.3	$	16.4
Denominator:
Weighted average shares outstanding		37,783,761		37,449,450		38,117,397		37,783,761
Dilutive effect of stock-based awards		441,568		391,013		523,052		441,568
Weighted average shares outstanding adjusted for dilutive securities		38,225,329		37,840,463		38,640,449		38,225,329

Earnings per share
Basic	$	0.43	$	0.79	$	0.66	$	0.43
Diluted	$	0.43	$	0.78	$	0.66	$	0.43

(Dollars and shares in millions, except per share data)	Q1 2021			Q1 2020
Net income attributable to Ryerson Holding Corporation	$	25.3		$	16.4
Gain on sale of assets		(20.3	)		—
Gain on retirement of debt		—			(0.8	)
Provision for income taxes		5.2			0.2
Adjusted net income attributable to Ryerson Holding Corporation	$	10.2		$	15.8
Diluted earnings per share	$	0.66		$	0.43
Diluted adjusted earnings per share		0.26			0.41
Shares outstanding – diluted		38.6			38.2

	Three Months Ended March 31,
Product Line	2020			2019
Carbon Steel Flat		25	%		25	%
Carbon Steel Plate		10			12
Carbon Steel Long		16			16
Stainless Steel Flat		16			15
Stainless Steel Plate		5			4
Stainless Steel Long		5			4
Aluminum Flat		14			15
Aluminum Plate		3			2
Aluminum Long		5			5
Other		1			2
Total		100	%		100	%

	March 31,				Cost		Percentage
	2021		2020		change		change
Average cost of materials sold per ton sold	$	1,748	$	1,439	$	309		21.5	%

	Payments Due by Period
Contractual Obligations ^{(1) (2)}	Total		Less than 1 year		1 – 3 years		4 – 5 years		After 5 years
	(In millions)

2022 Notes		533		—		533		—		—
Ryerson Credit Facility		546		17		529		—		—
Foreign Debt		13		13		—		—		—
Other Debt		9		1		4		4		—
Interest on 2022 Notes, Foreign Debt, Other Debt, and Ryerson Credit Facility ⁽³⁾		147		72		75		—		—
Purchase Obligations ⁽⁴⁾		16		16		—		—		—
Operating Leases ⁽⁵⁾		145		25		42		31		47
Pension Withdrawal Liability		1		—		—		—		1
Finance Lease Obligations ⁽⁵⁾		32		13		13		6		—
Total	$	1,442	$	157	$	1,196	$	41	$	48


RYERSON HOLDING CORPORATION

By:		/s/ ~~Molly D. Kannan~~James J. Claussen
		~~Molly D. Kannan~~James J. Claussen ~~Interim Principal~~Executive Vice President and Chief Financial Officer ~~Chief Accounting Officer~~ (duly authorized signatory and ~~Controller~~ ~~(duly authorized signatory~~principal financial officer of the registrant)