Ryerson Holding Corp (Form: 10-K, Received: 03/09/2016 17:34:07)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2015

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

For the transition period from to

Commission File No. 001-34735

RYERSON HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE

26-1251524

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

227 W. Monroe St., 27 ^th Floor

Chicago, Illinois 60606

(Address of principal executive offices)

(312) 292-5000

(Registrant’s telephone number, including area code)

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

Title of each class		Name of exchange on which registered
Common Stock - $0.01 par value		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large accelerated filer	¨	Accelerated filer	x

Non-accelerated filer	¨	Smaller reporting company	¨

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s common stock on June 30, 2015 as reported by the New York Stock Exchange on such date was approximately $98,389,000. Shares of the registrant’s common stock held by each executive officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.

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

As of February 29, 2016, there were 32,099,700 shares of our Common Stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information required to be furnished pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, the registrant’s definitive proxy statement for the annual meeting of stockholders (the “2015 Proxy Statement”), which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2015.

TABLE OF CONTENTS

		Page
Special Note Regarding Forward-Looking Statements

PART I

Item 1.	Business	4

Item 1A.	Risk Factors	12

Item 1B.	Unresolved Staff Comments	19

Item 2.	Properties	20

Item 3.	Legal Proceedings	22

Item 4.	Mine Safety Disclosures	22

	Executive Officers of the Registrant	23

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24

Item 6.	Selected Financial Data	26

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	41

Item 8.	Financial Statements and Supplementary Data	43

	Report of Independent Registered Public Accounting Firm	45

	Notes to Consolidated Financial Statements	52

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	97

Item 9A.	Controls and Procedures	97

Item 9B.	Other Information	97

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	98

Item 11.	Executive Compensation	98

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	98

Item 13.	Certain Relationships and Related Transactions, and Director Independence	99

Item 14.	Principal Accounting Fees and Services	99

PART IV

Item 15.	Exhibits and Financial Statement Schedules	100

Signatures		101

SPECIAL NOTE REGARDING FO RWARD-LOOKING STATEMENTS

This Annual Report contains “forward-looking statements.” Such statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. Among the factors that significantly impact the metals distribution industry and our business are:

cyclicality of our business, due to the cyclical nature of our customers’ businesses;

impairment of goodwill that could result from, among other things, volatility in the markets in which we operate;

remaining competitive and maintaining market share in the highly fragmented metals distribution industry, in which price is a competitive tool and in which customers who purchase commodity products are often able to source metals from a variety of sources;

managing the costs of purchased metals relative to the price at which we sell our products during periods of rapid price escalation, when we may not be able to pass through pricing increases fully to our customers quickly enough to maintain desirable gross margins, or during periods of generally declining prices, when our customers may demand that price decreases be passed fully on to them more quickly than we are able to obtain similar discounts from our suppliers;

our substantial indebtedness and the covenants in instruments governing such indebtedness;

the failure to effectively integrate newly acquired operations;

regulatory and other operational risks associated with our operations located outside of the United States (or “U.S.”);

fluctuating operating results depending on seasonality;

potential damage to our information technology infrastructure;

work stoppages;

certain employee retirement benefit plans are underfunded and the actual costs could exceed current estimates;

future funding for postretirement employee benefits may require substantial payments from current cash flow;

prolonged disruption of our processing centers;

ability to retain and attract management and key personnel;

ability of management to focus on North American and foreign operations;

termination of supplier arrangements;

the incurrence of substantial costs or liabilities to comply with, or as a result of violations of, environmental laws;

the impact of new or pending litigation against us;

a risk of product liability claims;

our risk management strategies may result in losses;

currency fluctuations in the U.S. dollar versus the Canadian dollar and the Chinese renminbi;

management of inventory and other costs and expenses; and

consolidation in the metals producer industry in which we purchase products, which could limit our ability to effectively negotiate and manage costs of inventory or cause material shortages, either of which would impact profitability.

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 in this Annual Report under “Risk Factors” and the caption “Industry and Operating Trends” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report. Moreover, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.

PART I

ITEM 1.

BUSINESS.

Ryerson Holding Corporation (“Ryerson Holding”), a Delaware corporation, is the parent company of Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), a Delaware corporation. On December 17, 2014, Ryerson Inc., formerly a direct, wholly-owned subsidiary of Ryerson Holding, merged with and into JT Ryerson, which was previously an indirect, wholly-owned subsidiary of Ryerson Holding, with JT Ryerson as the surviving corporation. As a result of such merger, from and after December 17, 2014, JT Ryerson has been a direct, wholly-owned subsidiary of Ryerson Holding. Affiliates of Platinum Equity, LLC (“Platinum”) own approximately 21,037,500 shares of our common stock, which is approximately 66% of our issued and outstanding common stock.

Ryerson conducts materials distribution operations in the United States through JT Ryerson, in Canada through its indirect wholly-owned subsidiary Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”), and in Mexico through its 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 distribution operations in China through Ryerson China Limited (“Ryerson China”), a company in which we have a 100% ownership percentage, and in Brazil through Açofran Aços e Metais Ltda (“Açofran”), a company in which we have a 50% direct ownership percentage. Unless the context indicates otherwise, Ryerson Holding, JT Ryerson, Ryerson Canada, Ryerson China, Ryerson Mexico and Açofran, together with their subsidiaries (including Ryerson Inc. prior to its dissolution through merger), are collectively referred to herein as “Ryerson,” “we,” “us,” “our,” or the “Company.”

Our Company

We believe we are one of the largest processors and distributors of metals in North America measured in terms of sales, with operations in North America, China and Brazil. Our industry is highly fragmented with the largest companies accounting for only a small percentage of total market share. Our customer base ranges from local, independently owned fabricators and machine shops to large, international original equipment manufacturers. We process and distribute a full line of over 65,000 products in stainless steel, aluminum, carbon steel and alloy steels and a limited line of nickel and red metals in various shapes and forms. More than 75% of the products we sell are processed to meet customer requirements. We use various processing and fabricating techniques to process materials to a specified thickness, length, width, shape and surface quality pursuant to customer orders. For the year ended December 31, 2015, we purchased 1.8 million tons of materials from suppliers throughout the world.

We operate over 90 facilities across North America, six facilities in China and one facility in Brazil. Our service centers are strategically located in close proximity to our customers, which allows us to quickly process and deliver our products and services, often within the next day of receiving an order. We own, lease or contract a fleet of tractors and trailers, allowing us to efficiently meet our customers’ delivery demands. In addition, our scale enables us to maintain low operating costs. Our operating expenses as a percentage of sales for the years ended December 31, 2015 were 14.5%.

We track the processing operations, if any, performed on sold material for over 95% of our total revenues. The activities we track broadly fall into four main processing categories: (1) sheet processing (excludes fabrication activities), (2) as-is long and plate, (3) cut long and plate, and (4) fabrication. A key metric that we track is the percentage mix of revenue that comes from our fabrication capabilities. In 2010, the mix of revenue from fabrication activities was 6.7% of our sales, while in 2015, our mix of revenue from fabrication activities rose to 10.4% of our sales largely due to the strategic investments we have made in value-added processing capital expenditures.

In addition to providing a wide range of flat and long metals products, we offer numerous value-added processing and fabrication services such as sawing, slitting, blanking, cutting to length, leveling, flame cutting, laser cutting, edge trimming, edge rolling, roll forming, tube manufacturing, polishing, shearing, forming, stamping, punching, rolling shell plate to radius and beveling to process materials to a specified thickness, length, width, shape and surface quality pursuant to specific customer orders. Our value proposition also includes providing a superior level of customer service and responsiveness, technical services and inventory management solutions. Our breadth of services allows us to create long-term partnerships with our customers and enhances our profitability.

We serve approximately 40,000 customers across a wide range of manufacturing end markets. We believe the diverse end markets we serve reduce the volatility of our business in the aggregate. Our geographic network and broad range of products and services allow us to serve large, international manufacturing companies across multiple locations.

Industry Overview

Metals service centers serve as key intermediaries between metal producers and end users of metal products. Metal producers offer commodity products and typically sell metals in the form of standard-sized coils, sheets, plates, structurals, bars and tubes. Producers, mostly steel and aluminum mills, prefer large order quantities, longer lead times and limited inventory in order to maximize capacity utilization across their typically higher capital-intensive structure. End users of metal products seek to purchase metals with customized specifications, including value-added processing. End-market customers look for “one-stop” suppliers that can offer processing services along with lower order volumes, shorter lead times, and more reliable delivery. As an intermediary, metals service centers aggregate end-users’ demand, purchase metal in bulk to take advantage of economies of scale and then process and sell metal that meets specific customer requirements. The end markets for metals service centers are highly diverse and include machinery, manufacturing, construction and transportation.

The metals service center industry is comprised of many companies, the majority of which have limited product lines and inventories, with customers located in a specific geographic area. The industry is highly fragmented, with a large number of small companies and few relatively large companies. In general, competition is based on quality, service, price and geographic proximity.

The metals service center industry typically experiences cash flow trends that are counter-cyclical to the revenue and volume growth of the industry. Companies that participate in the industry have assets that are composed primarily of working capital. During an industry downturn, companies generally reduce working capital investments and generate cash as inventory and accounts receivable balances decline. As a result, operating cash flow and liquidity tend to increase during a downturn, which typically facilitates industry participants’ ability to cover fixed costs and repay outstanding debt.

The industry is divided into three major groups: general line service centers, specialized service centers, and processing centers, each of which targets different market segments. General line service centers handle a broad line of metals products and tend to concentrate on distribution rather than processing. General line service centers range in size from a single location to a nationwide network of locations. For general line service centers, individual order size in terms of dollars and tons tends to be small relative to processing centers, while the total number of orders is typically high. Specialized service centers focus their activities on a narrower range of product and service offerings than do general line companies. Such service centers provide a narrower range of services to their customers and emphasize product expertise and lower operating costs, while maintaining a moderate level of investment in processing equipment. Processing centers typically process large quantities of metals purchased from primary producers for resale to large industrial customers, such as the automotive industry. Because orders are typically large, operation of a processing center requires a significant investment in processing equipment.

We compete with many other general line service centers, specialized service centers and processing centers on a regional and local basis, some of which may have greater financial resources and flexibility than us. We also compete to a lesser extent with primary metal producers. Primary metal producers typically sell to very large customers that require regular shipments of large volumes of steel. Although these large customers sometimes use metals service centers to supply a portion of their metals needs, metals service center customers typically are consumers of smaller volumes of metals than are customers of primary steel producers. Although we purchase from foreign steelmakers, some of our competitors purchase a higher percentage of metals from foreign steelmakers than we do. Such competitors may benefit from favorable exchange rates or other economic or regulatory factors that may result in a competitive advantage. This competitive advantage may be offset somewhat by higher transportation costs and less dependable delivery times associated with importing metals into North America.

Competitive Strengths

Leading Market Position in North America

We believe we are one of the largest service center companies for carbon and stainless steel as well as aluminum based on sales in the North American market where we have a broad geographic presence with over 90 locations.

Our service centers are located near our customer locations, enabling us to provide timely delivery to customers across numerous geographic markets. Additionally, our widespread network of locations in the United States, Canada and Mexico helps us to utilize our expertise to more efficiently serve customers with complex supply chain requirements across multiple manufacturing locations. We believe this is a key differentiator among customers who need a supplier that can reliably and consistently support them. Our ability to transfer inventory among our facilities better enables us to more timely and profitably source and process specialized items at regional locations throughout our network than if we were required to maintain inventory of all products and specialized equipment at each location.

We believe with our significant footprint in the North American market, combined with our significant scale and operating leverage, a cyclical recovery of the service center industry supported by long-term growth trends in our end markets should allow us to

experience higher growth rates relative to North American economic improvement, but there can be no guarantee that we will experien ce such higher growth rates.

Broad Geographic Reach across Attractive End Markets.

Our operations cover a diverse range of industries, including commercial ground transportation manufacturing, metal fabrication and machine shops, industrial machinery and equipment manufacturing, consumer durable production, HVAC manufacturing, construction equipment manufacturing, food processing and agricultural equipment manufacturing and oil and gas. We believe the industries we serve will provide demand for our products and services as the North American manufacturing economy continues to grow. We also believe that the continued trend of moving manufacturing to the United States from overseas should benefit us with our broad North American platform. In addition, we expect to benefit from continued growth in international markets that will help spur demand at domestic manufacturing facilities that sell into the global market. We believe that our ability to quickly adjust our offering based on regional and industry specific trends creates stability while also providing the opportunity to access specific growth markets.

Established Platform for Organic and Acquisition Growth.

Since 2011, we have opened ten new service centers in previously underserved North American regions. We have acquired another twelve facilities to complement our existing locations and expanded the product offering in many locations based on customer demand. A significant portion of our capital expenditures since 2011 have been made to expand our long and plate processing capabilities. We believe that our expanded presence in select regions and products positions us well to capture further growth in these regions and products.

Although there can be no guarantee of growth, we believe a number of our other strategies, such as improving our product mix, pricing our products and services based on the value we provide our customers, growing our large national network, and expanding our diverse operating capabilities, will provide us with growth opportunities.

Given the highly fragmented nature of the service center industry, we believe there are numerous additional opportunities to acquire businesses and incorporate them into our existing infrastructure. Given our large scale and geographic reach, we believe we can add value to these businesses in a number of ways, including providing greater purchasing power, access to additional end markets and broadening product mix. Although we do not have any current plans to engage in any specific acquisitions, from time to time and in the ordinary course of business, we regularly evaluate potential acquisition opportunities.

Lean Operating Structure Providing Operating Leverage.

Since 2007, we have transformed our operating model by decentralizing our operations and reducing our cost base, improving our operating efficiency while also providing the flexibility for further growth in our target markets. In 2015, warehousing, delivery, selling, general and administrative expenses decreased $58.4 million or 11.5% from 2014. After excluding one-time IPO-related expenses of $32.7 million in 2014, warehousing, delivery, selling, general and administrative expenses declined 5.4% in 2015.

We have also focused on process improvements in inventory management. Average inventory days excluding LIFO decreased from 82 days in 2014 to 80 days in 2015. Our average inventory days have improved on an overall basis from 100 days in 2006. This reduction has decreased our exposure to metals price movements as well as increased capacity in our facilities to devote to higher margin products. These organizational and operating changes have improved our operating structure, working capital management and efficiency.

As a result of our initiatives, we have increased our financial flexibility and believe we have a favorable cost structure compared to many of our peers. This will provide significant operating leverage if or when demand and/or pricing improve.

Extensive Breadth of Products and Services for Diverse Customer Base.

We carry a full range of over 65,000 products, including aluminum, carbon, stainless and alloy steels and a limited line of nickel and red metals. In addition, we provide a broad range of processing and fabrication services to meet the needs of our approximately 40,000 customers and typically fulfill more than 1,000,000 orders per year. We also provide supply chain solutions, including just-in-time delivery, and value-added components to many original equipment manufacturers.

We believe our broad product mix and marketing approach provides customers with a “one-stop shop” solution few other service center companies are able to offer.

For the year ended December 31, 2015 , no single customer accounte d for more than 2% of our sales, and our top 10 customers accounted for less than 1 2 % of our sales.

Strong Relationships with Suppliers.

We are among the largest purchasers of metals in North America and have long-term relationships with many of our North American suppliers. We believe we are frequently one of the largest customers of our suppliers and that concentrating our orders among a core group of suppliers is an effective method for obtaining favorable pricing and service. We believe we have the opportunity to further leverage this strength through continued focus on price and volume using an analytics-driven approach to procurement. In addition, we view our strategic suppliers as supply chain partners. Our coordinated effort focused on logistics, lead times, rolling schedules, and scrap return programs ultimately results in value-based buying that is advantageous for us. Metals producers worldwide are consolidating, and large, geographically diversified customers, such as Ryerson, are desirable partners for these larger suppliers. Our relationships with suppliers often provide us with access to metals when supply is constrained. Through our knowledge of the global metals marketplace and capabilities of specific mills we believe we have developed a global purchasing strategy that allows us to secure favorable prices across our product lines.

Experienced Management Team with Deep Industry Knowledge.

Our senior management team has extensive industry and operational experience and has been instrumental in optimizing and implementing our strategy in the last four years. Our senior management has an average of more than 20 years of experience in the metals or service center industries. The senior executive team’s extensive experience in international markets and outside the service center industry provides perspective to drive profitable growth. Our CEO, Mr. Edward Lehner, who joined the Company in August 2012 as CFO and became CEO in June 2015, has nearly 30 years of experience, predominantly in the metals industry. Mr. Erich Schnaufer, who joined the Company in 2005 and became CFO in January 2016, has over 25 years of financial and accounting experience and over 10 years with Ryerson. Under their leadership, we have increased our focus on positioning the Company for growth and enhanced profitability.

Industry Outlook

We believe that the United States economy has grown since the recession that began in 2008. According to the Institute for Supply Management, the Purchasing Managers’ Index (“PMI”) was above 50% for 53 of the last 60 months, which indicates that the U.S. manufacturing economy was generally expanding over the last five years. However, the PMI index was below 50% for each of the last three months of 2015, indicating a contracting manufacturing economy toward the end of 2015. The PMI measures the economic health of the manufacturing sector and is a composite index based on five indicators: new orders, inventory levels, production, supplier deliveries and the employment environment. PMI readings can be a good indicator of industrial activity and general economic growth.

Additionally, the overall U.S. economy is projected to continue growing as evidenced by the Federal Reserve’s midrange forecasted real GDP growth rates of 2.4%, 2.2%, and 2.0% for 2016, 2017, and 2018, respectively.

Steel demand in North America is largely dependent on growth of the automotive, industrial equipment, consumer appliance and construction end markets. One of our key end markets is within the industrial equipment sector and according to the latest Livingston Survey , published by the Federal Reserve Bank of Philadelphia , U.S. industrial production grew by 1.5% in 2015 and is expected to grow by 1.5% in 2016 and 2.7% in 2017.

China continues to be a key driver in the growth of global metals demand. According to the International Monetary Fund, China’s GDP grew 6.9% in 2015 and is projected to grow 6.3% in 2016 and 6.0% in 2017.

Products and Services

We carry a full line of carbon steel, stainless steel, alloy steels and aluminum, and a limited line of nickel and red metals. These materials are inventoried in a number of shapes, including coils, sheets, rounds, hexagons, square and flat bars, plates, structurals and tubing.

The following table shows our percentage of sales by major product lines for 2015 , 2014 and 2013 :

Product Line	2015			2014			2013
Carbon Steel Flat		25	%		25	%		26	%
Carbon Steel Plate		11			12			11
Carbon Steel Long		16			15			15
Stainless Steel Flat		16			16			16
Stainless Steel Plate		4			4			4
Stainless Steel Long		3			4			3
Aluminum Flat		16			15			15
Aluminum Plate		3			3			3
Aluminum Long		4			4			4
Other		2			2			3
Total		100	%		100	%		100	%

More than 75% of the materials sold by us are processed. We use processing and fabricating techniques such as sawing, slitting, blanking, cutting to length, leveling, flame cutting, laser cutting, edge trimming, edge rolling, polishing and shearing to process materials to specified thickness, length, width, shape and surface quality pursuant to specific customer orders. Among the most common processing techniques used by us are slitting, which involves cutting coiled metals to specified widths along the length of the coil, and leveling, which involves flattening metals and cutting them to exact lengths. We also use third-party fabricators to outsource certain processes that we are not able to perform internally (such as pickling, painting, forming and drilling) to enhance our value-added services.

The plate burning and fabrication processes are particularly important to us. These processes require sophisticated and expensive processing equipment. As a result, rather than making investments in such equipment, manufacturers have increasingly outsourced these processes to metals service centers.

As part of securing customer orders, we also provide services to our customers to assure cost effective material application while maintaining or improving the customers’ product quality. Our services include: just-in-time inventory programs, production of kits containing multiple products for ease of assembly by the customer, consignment arrangements and the placement of our employees at a customer’s site for inventory management and production and technical assistance. We also provide special stocking programs in which products that would not otherwise be stocked by us are held in inventory to meet certain customers’ needs. These services are designed to reduce customers’ costs by minimizing their investment in inventory and improving their production efficiency.

Additional financial information is presented in Item 8. “Financial Statements and Supplementary Data” of this Form 10-K and is incorporated herein by reference.

Customers

Our customer base is diverse, numbering approximately 40,000 and includes most metal-consuming industries, most of which are cyclical. For the year ended December 31, 2015, no single customer accounted for more than 2% of our sales, and the top 10 customers accounted for less than 12% of our sales. Substantially all of our sales are attributable to our U.S. operations and substantially all of our long-lived assets are located in the United States. The following table shows the Company’s percentage of sales by end-market customer for 2015, 2014 and 2013:

	Percentage of Sales
End-Market Customer	2015			2014			2013
Commercial ground transportation		18	%		17	%		16	%
Metal fabrication and machine shops		18			18			18
Industrial machinery and equipment		17			18			19
Consumer durable		10			11			12
HVAC		8			7			7
Construction equipment		8			7			8
Food processing and agricultural equipment		7			7			7
Oil & gas		7			9			8
Other		7			6			5
Total		100	%		100	%		100	%

Some of our largest customers have procurement programs with us, typically ranging from three months to one year in duration. Pricing for these contracts is generally based on a pricing formula rather than a fixed price for the program duration. However, certain customer contracts are at fixed prices; in order to minimize our financial exposure, we generally match these fixed-price sales programs with fixed-price supply programs. In general, sales to customers are priced at the time of sale based on prevailing market prices. In 2015, we reviewed our categorization of customers by end market. As a result, the percentages by end-market customer in the table above for 2013 and 2014 have been reclassified to conform to the 2015 presentation.

Suppliers

For the year ended December 31, 2015, our top 25 suppliers accounted for approximately 74% of our purchase dollars. We purchase the majority of our inventories at prevailing market prices from key suppliers with which we have established relationships to obtain improvements in price, quality, delivery and service. We are generally able to meet our materials requirements because we use many suppliers, because there is a substantial overlap of product offerings from these suppliers, and because there are a number of other suppliers able to provide identical or similar products. Because of the competitive nature of the business, when metal prices increase due to product demand, mill surcharges, supplier consolidation or other factors that in turn lead to supply constraints or longer mill lead times, we may not be able to pass our increased material costs fully to customers. In recent years, there have been significant consolidations among suppliers of carbon steel, stainless steel, and aluminum. Continued consolidation among suppliers could lead to disruptions in our ability to meet our material requirements as the sources of our products become more concentrated from fewer producers. We believe we will be able to meet our material requirements because we believe that we have good relationships with our suppliers and believe we will continue to be among the largest customers of our suppliers.

Sales and Marketing

We maintain our own sales force. In addition to our office sales staff, we market and sell our products through the use of our field sales force that we believe has extensive product and customer knowledge and through a comprehensive catalog of our products. Our office and field sales staffs, which together consist of approximately 700 employees, include technical and metallurgical personnel.

A portion of our customers experience seasonal slowdowns. Our sales, as measured in terms of tonnage, in the months of July, November and December traditionally have been lower than in other months because of a reduced number of shipping days and holiday or vacation closures for some customers. Consequently, our sales in the first two quarters of the year are usually higher than in the third and fourth quarters.

Capital Expenditures

In recent years we have made capital expenditures to maintain, improve and expand processing capabilities. Additions by us to property, plant and equipment, together with retirements for the five years ended December 31, 2015, excluding the initial purchase

price of acquisitions and the initial effect of fully consolidating a joint venture, are set forth below. The net capital change during such period aggregated to an increase of $9 0 . 1 million.

	Additions		Retirements or Sales		Net
	(In millions)
2015	$	22.3	$	9.1	$	13.2
2014		21.6		6.3		15.3
2013		20.2		13.5		6.7
2012		40.8		18.0		22.8
2011		47.0		14.9		32.1

We currently anticipate capital expenditures, excluding acquisitions, of up to approximately $20 million for 2016. We expect capital expenditures will be funded from cash generated by operations and available borrowings.

Employees

As of December 31, 2015, we employed approximately 3,200 persons in North America, 350 persons in China, and 50 persons in Brazil. Our North American workforce was comprised of approximately 1,500 office employees and approximately 1,700 plant employees. Twenty-five percent of our plant employees were members of various unions, including the United Steel Workers and the International Brotherhood of Teamsters. Our relationship with the various unions has generally been good.

Eight renewal contracts covering approximately 182 employees were successfully negotiated in 2015. We also were successful in negotiating the effects of the plant closure of our unionized facility in Etobicoke, Ontario, Canada in 2015. Three contracts covering 66 employees are currently scheduled to expire in 2016.

Environmental, Health and Safety Matters

Our facilities and operations are subject to many foreign, federal, state and local laws and regulations relating to the protection of the environment and to health and safety. In particular, our operations are subject to extensive requirements relating to waste disposal, recycling, air and water emissions, the handling of regulated materials, remediation, underground storage tanks, asbestos-containing building materials, workplace exposure and other matters. We believe that our operations are currently in substantial compliance with all such laws and do not presently anticipate substantial expenditures in the foreseeable future in order to meet environmental, workplace health or safety requirements or to pay for any investigations, corrective action or claims. Claims, enforcement actions, or investigations regarding personal injury, property damage, or violation of environmental laws could result in substantial costs to us, divert our management’s attention and result in significant liabilities, fines, or the suspension or interruption of our facilities.

We continue to analyze and implement safeguards to mitigate any environmental, health and safety risks we may face. As a result, additional costs and liabilities may be incurred to comply with future requirements or to address newly discovered conditions, which costs and liabilities could have a material adverse effect on the results of operations, financial condition or cash flows. For example, there is increasing likelihood that additional regulation of greenhouse gas emissions will occur at the foreign, federal, state and local level, which could affect us, our suppliers, and our customers. While the costs of compliance could be significant, given the uncertain outcome and timing of future action by the U.S. federal government and states on this issue, we cannot accurately predict the financial impact of future greenhouse gas regulations on our operations or our customers at this time. We do not currently anticipate any new programs disproportionately impacting us compared to our competitors.

Some of the properties currently or previously owned or leased by us are located in industrial areas or have a long history of heavy industrial use. We may incur environmental liabilities with respect to these properties in the future including cost of investigations, corrective action, claims for natural resource damages, claims by third parties relating to property damages or claims relating to contamination at sites where we have sent waste for treatment or disposal. Based on currently available information we do not expect any investigation or remediation matters or claims related to properties presently or formerly owned or operated or to which we have sent waste for treatment or disposal would have a material adverse effect on our financial condition, results of operations or cash flows.

the Record of Decision by December 31, 2016. We do not currently have sufficient information available to us to determine t he total cost of any required investigation or remediation of the Portland Harbor site and therefore, management cannot predict the ultimate outcome of this matter or estimate a range of potential loss at this time.

Excluding any potential additional remediation costs resulting from any corrective action for the properties described above, we expect spending for pollution control projects to remain at historical levels below $500,000 per year.

Our United States operations are also subject to the Department of Transportation Federal Motor Carrier Safety Regulations. We operate a private trucking motor fleet for making deliveries to some of our customers. Our drivers do not carry any material quantities of hazardous materials. Our foreign operations are subject to similar regulations. Future regulations could increase maintenance, replacement, and fuel costs for our fleet. These costs could have a material adverse effect on our results of operations, financial condition or cash flows.

Intellectual Property

We own several U.S. and foreign trademarks, service marks and copyrights. Certain of the trademarks are registered with the U.S. Patent and Trademark Office and, in certain circumstances, with the trademark offices of various foreign countries. We consider certain other information owned by us to be trade secrets. We protect our trade secrets by, among other things, entering into confidentiality agreements with our employees regarding such matters and implementing measures to restrict access to sensitive data and computer software source code on a need-to-know basis. We believe that these safeguards adequately protect our proprietary rights and vigorously defend these rights. While we consider all of our intellectual property rights as a whole to be important, we do not consider any single right to be essential to our operations as a whole. The $570 million outstanding under the 9% Senior Secured Notes due 2017 (the “2017 Notes”) is secured by our intellectual property.

Foreign Operations

Our foreign operations as a percentage of total sales for the years ended December 31, 2015, 2014 and 2013 were as follows:

	Year Ended December 31,
Foreign Location	2015			2014			2013
Canada		8	%		8	%		9	%
China		4			4			4
Mexico	< 1			< 1			< 1
Brazil	< 1			< 1			< 1

Our foreign assets as a percentage of consolidated assets at December 31, 2015, 2014, and 2013 were as follows:

	At December 31,
Foreign Location	2015			2014			2013
Canada		10	%		9	%		10	%
China		5			5			5
Mexico		1			1		< 1
Brazil	< 1			< 1			< 1

See Note 14 “Segment Information” of Part II, Item 8 "Financial Statements and Supplementary Data" for further information on U.S. and foreign revenues and long-lived assets.

Ryerson Canada

Ryerson Canada, an indirect wholly-owned Canadian subsidiary of Ryerson Holding, is a metals service center and processor. Ryerson Canada has facilities in Calgary (AB), Edmonton (AB), Richmond (BC), Winnipeg (MB), Saint John (NB), Brampton (ON), Burlington (ON) (includes Canadian headquarters), Vaudreuil (QC) and Saskatoon (SK), Canada.

Ryerson China

In 2006, Ryerson Inc., formerly the direct subsidiary of Ryerson Holding, and VSC and its subsidiary, CAMP BVI, formed Ryerson China to enable us, through this foreign operation, to provide metals distribution services in China. We invested $28.3

million in Ryerson China for a 40% equity interest. We increased ownership of Ryerson China from 40% to 80% in the fourth quarter of 2008 for a total purchase cost of $18.5 million. We consolidated the operations of Ryerson China as of October 31, 2008. On July 12, 2010, we acquired VSC’s remaining 20% equity interest in Ryerson China for $17.5 million. As a result, Ryerson China is now an indirect wholly owned subsidiary of Ryerson . Ryerson China is based in Kunshan and operates six processing and service centers in Guangzhou, Dongguan, Kunshan and Tianjin.

Ryerson Mexico

Ryerson Mexico, an indirect wholly owned subsidiary of Ryerson Holding, operates as a metals service center and processor. Ryerson Holding formed Ryerson Mexico in 2010 to expand operations into the Mexican market. Ryerson Mexico has service centers in Monterrey, Tijuana, and Hermosillo.

Brazil

In February 2012, we acquired 50% of the issued and outstanding capital stock of Açofran. As of such date, we, through Açofran, lease one service center in São Paulo, Brazil.

Available Information

All periodic and current reports and other filings that we are required to file with the Securities and Exchange Commission (“SEC”), including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant Section 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge from the SEC’s website (http://www.sec.gov) or public reference room at 100 F Street N.E., Washington, D.C. 20549 (1-800-SEC-0330) or through our website at http://www.ryerson.com. Such documents are available as soon as reasonably practicable after electronic filing of the material with the SEC. Copies of these reports (excluding exhibits) may also be obtained free of charge, upon written request to: Investor Relations, Ryerson Holding Corporation, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606.

The Company also posts its Code of Ethics on the website. See “Directors, Executive Officers and Corporate Governance—Code of Ethics” for more information regarding our Code of Ethics.

Our website address is included in this report for information purposes only. Our website and the information contained therein or connected thereto are not incorporated into this annual report on Form 10-K.

ITEM 1A.

RISK FACTORS.

Our business faces many risks. You should carefully consider the risks and uncertainties described below, together with the other information in this report, including the consolidated financial statements and notes to consolidated financial statements. We cannot assure you that any of the events discussed in the risk factors below will not occur. These risks could have a material and adverse impact on our business, results of operations, financial condition and cash flows.

We service industries that are highly cyclical, and any downturn in our customers’ industries could reduce our sales and profitability.

Many of our products are sold to industries that experience significant fluctuations in demand based on economic conditions, energy prices, seasonality, consumer demand and other factors beyond our control. These industries include manufacturing, electrical production and transportation. We do not expect the cyclical nature of our industry to change.

The volatility of the market could result in a material impairment of goodwill.

We evaluate goodwill annually on October 1 and whenever events or changes in circumstances indicate potential impairment. Events or changes in circumstances that could trigger an impairment review include significant underperformance relative to our historical or projected future operating results, significant changes in the manner or the use of our assets or the strategy for our overall business, and significant negative industry or economic trends. We test for impairment of goodwill by calculating the fair value of a reporting unit using a combination of an income approach based on discounted future cash flows and a market approach at the date of valuation. Under the discounted cash flow method, the fair value of each reporting unit is estimated based on expected future economic benefits discounted to a present value at a rate of return commensurate with the risk associated with the investment. Projected cash flows are discounted to present value using an estimated weighted average cost of capital, which considers both returns to equity and debt investors. Significant changes in any one of the assumptions made as part of our analysis, which could occur as a

result of actual events, or further declines in the market conditions for our products, could significantly impact our impairment analysis. An impairment charge, if incurred, coul d be material.

A substantial decline in the value of our available-for-sale security may result in additional “other than temporary” impairment charges.

We recognized an other-than-temporary impairment charge of $12.3 million in the first quarter of 2015 related to our investment in one available-for-sale security. This investment has continued to decline in value and has unrealized losses of $2.9 million as of December 31, 2015. We may be required to record additional impairment charges on our investment if further declines in value are considered other-than-temporary. Such other-than-temporary impairment charges would adversely affect our earnings. Considerations used to determine other-than-temporary impairment status to investment securities available-for-sale include, but are not limited to, an increase in the severity of the unrealized loss on a particular security, an increase in the length of time unrealized losses continue without an improvement in value, a change in our intent or ability to hold the security for a period of time sufficient to allow for the forecasted recovery, or changes in market conditions or industry or issuer specific factors that would render us unable to forecast a full recovery in value.

The metals distribution business is very competitive and increased competition could reduce our revenues and gross margins.

The principal markets that we serve are highly competitive. The metals distribution industry is fragmented and competitive, consisting of a large number of small companies and a few relatively large companies. Competition is based principally on price, service, quality, production capabilities, inventory availability and timely delivery. Competition in the various markets in which we participate comes from companies of various sizes, some of which have greater financial resources than we have and some of which have more established brand names in the local markets served by us. Increased competition could reduce our market share, force us to lower our prices or to offer increased services at a higher cost, which could reduce our profitability.

The economic downturn within the metals industry has reduced metals prices. Changing metals prices may have a significant impact on our liquidity, net sales, gross margins, operating income and net income.

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

We, like many other metals service centers, maintain substantial inventories of metal to accommodate the short lead times and just-in-time delivery requirements of our customers. Accordingly, we purchase metals in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, contracts with customers and market conditions. When metals prices decline, as they did in 2015, customer demands for lower prices and our competitors’ responses to those demands result in lower sale prices and, consequently, lower margins as we use existing metals inventory. Metal prices may further decline in 2016, and declines in those prices or further reductions in sales volumes could adversely impact our ability to maintain our liquidity and to remain in compliance with certain financial covenants under our $1.0 billion revolving credit facility (the “Ryerson Credit Facility”), as well as result in us incurring inventory or goodwill impairment charges. Changing metals prices therefore could significantly impact our liquidity, net sales, gross margins, operating income and net income.

We have a substantial amount of indebtedness, which could adversely affect our financial position and prevent us from fulfilling our financial obligations.

We currently have a substantial amount of indebtedness. As of December 31, 2015, our total indebtedness was approximately $1,034.5 million and we had approximately $185 million of unused capacity under the Ryerson Credit Facility. Our substantial indebtedness may:

make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on our outstanding notes and our other indebtedness;

limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions and general corporate and other purposes;

limit our ability to use our cash flow for future working capital, capital expenditures, acquisitions or other general corporate purposes;

require us to use a substantial portion of our cash flow from operations to make debt service payments;

limit our flexibility to plan for, or react to, changes in our business and industry;

place us at a competitive disadvantage compared to our less leveraged competitors; and

increase our vulnerability to the impact of adverse economic and industry conditions.

We may also incur additional indebtedness in the future. The terms of the Ryerson Credit Facility and the indentures governing our outstanding notes restrict but do not prohibit us from doing so, and the indebtedness incurred in compliance with these restrictions could be substantial. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.

The covenants in the Ryerson Credit Facility and the indentures governing our notes impose, and covenants contained in agreements governing indebtedness that we incur in the future may impose, restrictions that may limit our operating and financial flexibility.

The Ryerson Credit Facility and the indentures governing our outstanding notes contain a number of significant restrictions and covenants that limit our ability and the ability of our restricted subsidiaries, including JT Ryerson, to:

incur additional debt;

pay dividends on our capital stock or repurchase our capital stock;

make certain investments or other restricted payments;

create liens or use assets as security in other transactions;

merge, consolidate or transfer or dispose of substantially all of our assets; and

engage in transactions with affiliates.

The terms of the Ryerson Credit Facility require that, in the event availability under the facility declines to a certain level, we maintain a minimum fixed charge coverage ratio at the end of each fiscal quarter. Total credit availability is limited by the amount of eligible accounts receivable, inventory, and qualified cash pledged as collateral under the agreement insofar as the Company is subject to a borrowing base comprised of the aggregate of these two amounts, less applicable reserves. As of December 31, 2015, total credit availability was $185 million.

Additionally, subject to certain exceptions, the indentures governing the outstanding notes restrict JT Ryerson’s ability to pay Ryerson Holding dividends to the extent of 50% of future net income, once prior losses are offset. Future net income is defined in the indenture governing the notes as net income adjusted for, among other things, the inclusion of dividends from joint ventures actually received in cash by JT Ryerson, and the exclusion of: (i) all extraordinary gains or losses; (ii) a certain portion of net income allocable to minority interest in unconsolidated persons or investments in unrestricted subsidiaries; (iii) gains or losses in respect of any asset sale on an after tax basis; (iv) the net income from any disposed or discontinued operations or any net gains or losses on disposed or discontinued operations, on an after-tax basis; (v) any gain or loss realized as a result of the cumulative effect of a change in accounting principles; (vi) any fees and expenses paid in connection with the issuance of the notes; (vii) non-cash compensation expense incurred with any issuance of equity interest to an employee; and (viii) any net after-tax gains or losses attributable to the early extinguishment of debt. Our future indebtedness may contain covenants more restrictive in certain respects than the restrictions contained in the Ryerson Credit Facility and the indentures governing the notes. Operating results below current levels or other adverse factors, including a significant increase in interest rates, could result in our being unable to comply with financial covenants that are contained in the Ryerson Credit Facility or that may be contained in any future indebtedness. In addition, complying with these covenants may also cause us to take actions that are not favorable to holders of our notes and may make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions.

We may not be able to generate sufficient cash to service all of our indebtedness.

Our ability to make payments on our indebtedness depends on our ability to generate cash in the future. Our outstanding notes, the Ryerson Credit Facility and our other outstanding indebtedness are expected to account for significant cash interest expenses. Accordingly, we will have to generate significant cash flows from operations to meet our debt service requirements. If we do not generate sufficient cash flow to meet our debt service and working capital requirements, we may be required to sell assets, seek additional capital, reduce capital expenditures, restructure or refinance all or a portion of our existing indebtedness, or seek additional financing. Moreover, insufficient cash flow may make it more difficult for us to obtain financing on terms that are acceptable to us, or at all.

W e may not be able to refinance our 2017 Notes and 2018 Notes on acceptable terms, or at all .

As of December 31, 2015, we had $569.9 million outstanding principal of our 2017 Notes and $170.4 million outstanding principal of our 11 ¹ ⁄ ₄ % Senior Notes due 2018 (the “2018 Notes”). Our ability to refinance, restructure, extend the maturities of or otherwise enter into transactions to satisfy our obligations under our 2017 Notes and 2018 Notes will be affected by various factors existing at the relevant time, such as the state of the capital markets, our financial condition, the terms of our debt agreements that may restrict us from pursuing certain refinancing transactions, and business, economic and other factors, many of which we cannot control. In order to refinance the 2017 Notes and 2018 Notes, we may be required to reduce or delay investments, capital expenditures or potentially accretive acquisitions, to sell assets or issue equity or equity rights to raise funds, or to borrow more funds, which could have an adverse effect on our financial condition, liquidity or business operations.

We may not be able to accomplish a refinancing of the 2017 Notes or 2018 Notes on terms as favorable as the current terms of the 2017 Notes or 2018 Notes, on other terms acceptable to us, or at all. If we are unable to fulfill our payment or other obligations on the 2017 Notes or 2018 Notes, defaults under, or acceleration of, our other existing debt may occur. If we are unable to accomplish a refinancing of the 2017 Notes and 2018 Notes, we may be forced to consider alternative options. For additional information about the 2017 Notes and 2018 Notes, refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Total Debt—2017 and 2018 Notes” and the notes to the consolidated financial statements located in Part II, Item 8 of this Annual Report on Form 10-K.

Because a portion of our indebtedness bears interest at rates that fluctuate with changes in certain prevailing short-term interest rates, we are vulnerable to interest rate increases.

A portion of our indebtedness, including the Ryerson Credit Facility, bears interest at rates that fluctuate with changes in certain short-term prevailing interest rates. As of December 31, 2015, we had approximately $272.2 million of outstanding borrowings under the Ryerson Credit Facility, with an additional $185 million available for borrowing under such facility. Assuming a consistent level of debt, a 100 basis point change in the interest rate on our floating rate debt effective from the beginning of the year would increase or decrease our interest expense under the Ryerson Credit Facility by approximately $3.8 million on an annual basis. If interest rates increase dramatically, we could be unable to service our debt, which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

We may not be able to successfully consummate and complete the integration of future acquisitions, and if we are unable to do so, we may be unable to increase our growth rates.

We have grown through a combination of internal expansion, acquisitions and joint ventures. We intend to continue to grow through selective acquisitions, but we may not be able to identify appropriate acquisition candidates, obtain financing on satisfactory terms, consummate acquisitions or integrate acquired businesses effectively and profitably into our existing operations. Restrictions contained in the agreements governing our notes, the Ryerson Credit Facility or our other existing or future debt may also inhibit our ability to make certain investments, including acquisitions and participations in joint ventures.

Our future success will depend on our ability to complete the integration of these future acquisitions successfully into our operations. After any acquisition, customers may choose to diversify their supply chains to reduce reliance on a single supplier for a portion of their metals needs. We may not be able to retain all of our and an acquisition’s customers, which may adversely affect our business and sales. Integrating acquisitions, particularly large acquisitions, requires us to enhance our operational and financial systems and employ additional qualified personnel, management and financial resources, and may adversely affect our business by diverting management away from day-to-day operations. Further, failure to successfully integrate acquisitions may adversely affect our profitability by creating significant operating inefficiencies that could increase our operating expenses as a percentage of sales and reduce our operating income. In addition, we may not realize expected cost savings from acquisitions, which may also adversely affect our profitability.

We may not be able to retain or expand our customer base if the North American manufacturing industry continues to erode through moving offshore or through acquisition and merger or consolidation activity in our customers’ industries.

Our customer base primarily includes manufacturing and industrial firms. Some of our customers operate in industries that are undergoing consolidation through acquisition and merger activity; some are considering or have considered relocating production operations overseas or outsourcing particular functions overseas; and some customers have closed as they were unable to compete successfully with overseas competitors. Our facilities are predominately located in the United States and Canada. To the extent that our customers cease U.S. operations, relocate or move operations overseas to regions in which we do not have a presence, we could lose their business. Acquirers of manufacturing and industrial firms may have suppliers of choice that do not include us, which could impact our customer base and market share.

Certain of our operations are located outside of the United States, which subjects us to risks associated with international activities.

Certain of our operations are located outside of the United States, primarily in Canada, China, Mexico and Brazil. We are subject to the Foreign Corrupt Practices Act (“FCPA”), which generally prohibits U.S. companies and their intermediaries from making corrupt payments or otherwise corruptly giving any other thing of value to foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment, and requires companies to maintain adequate record-keeping and internal accounting practices. The FCPA applies to covered companies, individual directors, officers, employees and agents. Under the FCPA, U.S. companies may be held liable for some actions taken by strategic or local partners or representatives. If we or our intermediaries fail to comply with the requirements of the FCPA, governmental authorities in the United States could seek to impose civil and/or criminal penalties.

The Chinese government exerts substantial influence over the manner in which we must conduct our business activities, particularly with regards to the land our facilities are located on.

The Chinese government has exercised and continues to exercise substantial control over the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Moreover, the Chinese court system does not provide the same property and contract right guarantees as do courts in the United States and, accordingly, disputes may be protracted and resolution of claims may result in significant economic loss.

Additionally, although in recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, there is no private ownership of land in China and all land ownership is held by the government of China, its agencies, and collectives, which issue land use rights that are generally renewable. We lease the land where our Chinese facilities are located from the Chinese government. Although we believe our relationship with the Chinese government is sound, if the Chinese government decided to terminate our land use rights agreements, our assets could become impaired and our ability to meet customer orders could be impacted.

Our revenue and operating results may fluctuate, which could result in a decline in our profitability and make it more difficult for us to grow our business.

Our revenue and operating results have historically varied from quarter to quarter. Periods of decline could result in an overall decline in profitability and make it more difficult for us to make payments on our indebtedness and grow our business. We expect our quarterly results to continue to fluctuate in the future due to a number of factors, including:

general economic conditions in the markets where we operate; and

the cyclical nature of our customers’ business

Damage to our information technology infrastructure could harm our business.

The unavailability of any of our computer-based systems for any significant period of time could have a material adverse effect on our operations. In particular, our ability to manage inventory levels successfully largely depends on the efficient operation of our computer hardware and software systems. We use management information systems to track inventory information at individual facilities, communicate customer information and aggregate daily sales, margin and promotional information. Difficulties associated with upgrades, installations of major software or hardware, and integration with new systems could have a material adverse effect on results of operations. We will be required to expend substantial resources to integrate our information systems with the systems of companies we have acquired. The integration of these systems may disrupt our business or lead to operating inefficiencies. In addition, these systems are vulnerable to, among other things, damage or interruption from fire, flood, tornado and other natural disasters, power loss, computer system and network failures, operator negligence, physical and electronic loss of data, or security breaches and computer viruses.

Any significant work stoppages can harm our business.

Eight renewal contracts covering approximately 182 employees were successfully negotiated in 2015. We also were successful in negotiating the effects of the plant closure of our unionized facility in Etob icoke, Ontario, Canada in 2015 . Three contracts covering 66 employees are currently scheduled to expire in 2016 .

Certain employee retirement benefit plans are underfunded and the actual cost of those benefits could exceed current estimates, which would require us to fund the shortfall.

As of December 31, 2015, our pension plan had an unfunded liability of $238 million. Our actual costs for benefits required to be paid may exceed those projected and future actuarial assessments to the extent that those costs exceed the current assessment. Under those circumstances, the adjustments required to be made to our recorded liability for these benefits could have a material adverse effect on our results of operations and financial condition and cash payments to fund these plans could have a material adverse effect on our cash flows. We may be required to make substantial future contributions to improve the plan’s funded status.

Future funding for postretirement employee benefits other than pensions also may require substantial payments from current cash flow.

We provide postretirement life insurance and medical benefits to eligible retired employees. Our unfunded postretirement benefit obligation as of December 31, 2015 was $82 million. Our actual costs for benefits required to be paid may exceed those projected and future actuarial assessments to the extent that those costs exceed the current assessment. Under those circumstances, adjustments will be required to be made to our recorded liability for these benefits.

Any prolonged disruption of our processing centers could harm our business.

We have dedicated processing centers that permit us to produce standardized products in large volumes while maintaining low operating costs. We may suffer prolonged disruption in the operations of any of these facilities, whether due to labor or technical difficulties, destruction or damage to any of the facilities or otherwise.

If we are unable to retain and attract management and key personnel, it may adversely affect our business.

We believe that our success is due, in part, to our experienced management team. Losing the services of one or more members of our management team such as our CEO, Edward J. Lehner, could adversely affect our business and possibly prevent us from improving our operational, financial and information management systems and controls. In the future, we may need to retain and hire additional qualified sales, marketing, administrative, operating and technical personnel, and to train and manage new personnel. Our ability to implement our business plan is dependent on our ability to retain and hire a large number of qualified employees each year.

Our existing international operations and potential joint ventures may cause us to incur costs and risks that may distract management from effectively operating our North American business, and such operations or joint ventures may not be profitable.

We maintain foreign operations in Canada, China, Mexico and Brazil. International operations are subject to certain risks inherent in conducting business in, and with, foreign countries, including price controls, exchange controls, export controls, economic sanctions, duties, tariffs, limitations on participation in local enterprises, nationalization, expropriation and other governmental action, and changes in currency exchange rates. While we believe that our current arrangements with local partners provide us with experienced business partners in foreign countries, events or issues, including disagreements with our partners, may occur that require attention of our senior executives and may result in expenses or losses that erode the profitability of our foreign operations or cause our capital investments abroad to be unprofitable.

Lead time and the cost of our products could increase if we were to lose one of our primary suppliers.

If, for any reason, our primary suppliers of aluminum, carbon steel, stainless steel or other metals should curtail or discontinue their delivery of such metals in the quantities needed and at prices that are competitive, our business could suffer. The number of available suppliers could be reduced by factors such as industry consolidation and bankruptcies affecting steel and metal producers. For the year ended December 31, 2015, our top 25 suppliers represented approximately 74% of our purchases. We could be significantly and adversely affected if delivery were disrupted from a major supplier. If, in the future, we were unable to obtain sufficient amounts of the necessary metals at competitive prices and on a timely basis from our traditional suppliers, we may not be able to obtain such metals from alternative sources at competitive prices to meet our delivery schedules, which could have a material adverse effect on our sales and profitability.

We could incur substantial costs rel ated to environmental, health and safety laws.

Our operations are subject to increasingly stringent environmental, health and safety laws. These include laws that impose limitations on the discharge of pollutants into the air and water and establish standards for the treatment, storage and disposal of regulated materials and the investigation and remediation of contaminated soil, surface water and groundwater. Failure to maintain or achieve compliance with these laws or with the permits required for our operations could result in substantial increases in operating costs and capital expenditures. In addition, we may be subject to fines and civil or criminal sanctions, third party claims for property damage or personal injury, worker’s compensation or personal injury claims, cleanup costs or temporary or permanent discontinuance of operations. Certain of our facilities are located in industrial areas, have a history of heavy industrial use and have been in operation for many years and, over time, we and other predecessor operators of these facilities have generated, used, handled and disposed of hazardous and other regulated wastes. Environmental liabilities could exist, including cleanup obligations at these facilities or at off-site locations where materials from our operations were disposed of, which could result in future expenditures that cannot be currently quantified and which could have a material adverse effect on our financial position, results of operations or cash flows. Such liabilities may be imposed without regard to fault or the legality of a party’s conduct and may, in certain circumstances, be joint and several. Future changes to environmental, health and safety laws, including those related to climate change, could result in material liabilities and costs, constrain operations or make such operations more costly for us, our suppliers and our customers. In October 2011, the EPA named us as one of more than 100 businesses that may be a potentially responsible party for the Portland Harbor Superfund Site. We do not currently have sufficient information available to us to determine the total cost of any required investigation or remediation of the Portland Harbor site and therefore, management cannot predict the ultimate outcome of this matter or estimate a range of potential loss at this time.

Regulations related to conflict-free minerals may force us to incur additional expenses and place us at a competitive disadvantage.

On August 22, 2012, under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the United States Securities and Exchange Commission (“SEC”) adopted new requirements for reporting companies that use certain minerals and metals, known as “conflict minerals”, in their products, whether or not these products are manufactured by third parties. These requirements require companies to diligence, disclose and report whether or not such minerals originate from the Democratic Republic of Congo and adjoining countries. Since our supply chain is complex, we may not be able to conclusively verify the origins for all metals used in our products and we may face reputational challenges with our customers. Additionally, as there may be only a limited number of suppliers offering “conflict free” metals, we cannot be sure that we will be able to obtain necessary metals from such suppliers in sufficient quantities or at competitive prices. Accordingly, we could incur significant cost related to the compliance process, including potential difficulty or added costs in satisfying the disclosure requirements. Moreover, we may encounter challenges to satisfy those customers who require that all of the components of our products be certified as conflict free which could place us at a competitive disadvantage if we are unable to do so.

We are subject to litigation that could strain our resources and distract management.

From time to time, we are involved in a variety of claims, lawsuits and other disputes arising in the ordinary course of business. These suits concern issues including product liability, contract disputes, employee-related matters and personal injury matters. It is not feasible to predict the outcome of all pending suits and claims, and the ultimate resolution of these matters as well as future lawsuits could have a material adverse effect on our business, financial condition, results of operations or cash flows or reputation.

We may face product liability claims that are costly and create adverse publicity.

If any of the products that we sell cause harm to any of our customers, we could be exposed to product liability lawsuits. If we were found liable under product liability claims, we could be required to pay substantial monetary damages. Further, even if we successfully defended ourselves against this type of claim, we could be forced to spend a substantial amount of money in litigation expenses, our management could be required to spend valuable time in the defense against these claims and our reputation could suffer.

Our risk management strategies may result in losses.

From time to time, we may use fixed-price and/or fixed-volume supplier contracts to offset contracts with customers. Additionally, we may use foreign exchange contracts and interest rate swaps to hedge Canadian dollar and floating rate debt exposures. These risk management strategies pose certain risks, including the risk that losses on a hedge position may exceed the amount invested in such instruments. Moreover, a party in a hedging transaction may be unavailable or unwilling to settle our obligations, which could cause us to suffer corresponding losses. A hedging instrument may not be effective in eliminating all of the risks inherent in any particular position. Our profitability may be adversely affected during any period as a result of use of such instruments.

We may be adversely affected by currency fluctuations in the U.S. dollar versus the Canadian dollar and the Chinese renminbi.

We have significant operations in Canada which incur the majority of their metal supply costs in U.S. dollars but earn the majority of their sales in Canadian dollars. Additionally, we have significant assets in China. We may from time to time experience losses when the value of the U.S. dollar strengthens against the Canadian dollar or the Chinese renminbi, which could have a material adverse effect on our results of operations. In addition, we will be subject to translation risk when we consolidate our Canadian and Chinese subsidiaries’ net assets into our balance sheet. Fluctuations in the value of the U.S. dollar versus the Canadian dollar or Chinese renminbi could reduce the value of these assets as reported in our financial statements, which could, as a result, reduce our stockholders’ equity.

We are subject to cybersecurity risks and may incur increasing costs in an effort to minimize those risks.

We depend on the proper functioning and availability of our information technology platform, including communications and data processing systems, in operating our business. These systems include software programs that are integral to the efficient operation of our business. We have established security measures, controls and procedures to safeguard our information technology systems and to prevent unauthorized access to such systems and any data processed or stored in such systems, and we periodically evaluate and test the adequacy of such systems, measures, controls and procedures; however, there can be no guarantee that such systems, measures, controls and procedures will be effective. Security breaches could expose us to a risk of loss or misuse of our information, litigation and potential liability. In addition, cyber incidents that impact the availability, reliability, speed, accuracy or other proper functioning of these systems could have a significant impact on our operations, and potentially on our results. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyberattacks. A significant cyber incident, including system failure, security breach, disruption by malware or other damage could interrupt or delay our operations, result in a violation of applicable privacy and other laws, damage our reputation, cause a loss of customers or give rise to monetary fines and other penalties, which could be significant.

ITEM 1B.

UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2.

PR OPERTIES.

As of December 31, 2015, the Company’s facilities are set forth below:

Operations in the United States

JT Ryerson maintains 82 operational facilities, including 6 locations that are dedicated to administration services. All of our metals service center facilities are in good condition and are adequate for JT Ryerson’s existing operations. Approximately 48% of these facilities are leased. The lease terms expire at various times through 2025. Owned properties noted as vacated below have been closed and are in the process of being sold. JT Ryerson’s properties and facilities are adequate to serve its present and anticipated needs.

Location		Own/Lease
Birmingham, AL		Owned
Mobile, AL		Owned
Fort Smith, AR		Owned
Hickman, AR**		Leased
Little Rock, AR		Owned
Little Rock, AR		Owned/Vacated
Phoenix, AZ		Owned
Dos Palos, CA		Leased
Fresno, CA		Leased
Livermore, CA		Leased
Vernon, CA		Owned
Commerce City, CO		Owned
South Windsor, CT		Leased/Vacated
Wilmington, DE		Leased
Wilmington, DE		Owned
Jacksonville, FL		Owned
Tampa Bay, FL		Owned
Norcross, GA		Leased
Norcross, GA		Owned
Des Moines, IA		Owned
Eldridge, IA		Leased
Marshalltown, IA		Owned
Boise, ID		Leased
Chicago, IL (Headquarters)*		Leased
Chicago, IL(2)		Leased
Dekalb, IL		Leased
Elgin, IL		Leased
Lisle, IL*		Leased
Burns Harbor, IN		Owned
Indianapolis, IN		Owned
Wichita, KS		Leased
Shelbyville, KY**		Owned
Shreveport, LA		Owned
St. Rose, LA		Owned
Devens, MA		Owned
Grand Rapids, MI*		Leased
Jenison, MI		Owned/Vacated
Lansing, MI		Leased
Minneapolis, MN		Owned
Plymouth, MN		Owned
Maryland Heights, MO		Leased
North Kansas City, MO		Owned
Jackson, MS		Owned

Charlotte, NC		Owned
Charlotte, NC		Owned/Vacated
Charlotte, NC		Leased
Greensboro, NC		Owned
Pikeville, NC		Leased
Youngsville, NC		Leased
Omaha, NE		Owned
Lancaster, NY		Owned
Columbus, OH		Leased
Hamilton, OH*		Leased
Streetsboro, OH		Leased
Strongsville, OH		Owned
Warren, OH		Leased
Oklahoma City, OK		Owned
Tulsa, OK		Owned
Tigard, OR		Leased
Ambridge, PA**		Owned
Fairless Hills, PA		Leased
Pittsburgh, PA*		Leased
Charleston, SC		Owned
Greenville, SC		Owned
Chattanooga, TN		Owned
Chattanooga, TN		Leased
Gallatin, TN		Leased
Knoxville, TN*		Leased
Memphis, TN		Owned
Cooper, TX		Leased
Dallas, TX		Owned
El Paso, TX		Leased
Houston, TX		Owned
Houston, TX(2)		Leased
McAllen, TX		Leased
Odessa, TX		Leased/Vacated
Salt Lake City, UT		Leased
Pounding Mill, VA		Owned
Richmond, VA		Owned
Renton, WA		Owned
Spokane, WA		Owned
Baldwin, WI		Leased
Green Bay, WI		Leased
Green Bay, WI		Owned
Milwaukee, WI		Owned

*	Office space only

**	Processing centers

Operations in Canada

Ryerson Canada, a wholly-owned indirect Canadian subsidiary of Ryerson Holding, has 10 operational facilities in Canada. All of the metals service center facilities are in good condition and are adequate for Ryerson Canada’s existing and anticipated operations. Four facilities are leased. The lease terms expire at various times through 2025.

Location		Own/Lease
Calgary, AB		Owned
Edmonton, AB		Owned
Richmond, BC		Owned
Winnipeg, MB		Owned
Winnipeg, MB		Leased
Saint John, NB		Owned
Brampton, ON		Leased
Burlington, ON (includes Canadian Headquarters)		Leased
Laval, QC		Leased/Vacated
Vaudreuil, QC		Leased
Saskatoon, SK		Owned

Operations in China

Ryerson China, an indirect wholly owned subsidiary of Ryerson Holding, has six service and processing centers in China, at Guangzhou, Dongguan, Kunshan and Tianjin, performing coil processing, sheet metal fabrication and plate processing. Ryerson China’s headquarters office building is located in Kunshan. We own three buildings in China and have purchased the related land use rights. The remainder of our facilities are leased. All of the facilities are in good condition and are adequate for Ryerson China’s existing and anticipated operations.

Operations in Mexico

Ryerson Mexico, an indirect wholly owned subsidiary of Ryerson Holding, has three facilities in Mexico. We have service centers in Monterrey, Tijuana, and Hermosillo, all of which are leased. The facilities are in good condition and are adequate for Ryerson Mexico’s existing and anticipated operations.

Operations in Brazil

On February 17, 2012, we acquired 50% of the issued and outstanding capital stock of Açofran. We, through Açofran, lease one service center in São Paulo, Brazil. The facility is in good condition and is adequate for its existing and anticipated operations.

ITEM 3.

LEGAL PROCEEDINGS.

Information concerning our legal proceedings is set forth in Note 12, “Commitments and Contingencies” of the Notes to Consolidated Financial Statements in Item 8.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

Our executive officers are elected by the Board of Directors and hold office until a successor is chosen or qualified or until their earlier resignation or removal. The following lists our executive officers and gives a brief description of their business experience as of February 29, 2016:

Edward J. Lehner , 50, has been our President and Chief Executive Officer since June 2015. Previously, he had served as our Executive Vice President and Chief Financial Officer since August 2012. Prior to joining the Company, he served as chief financial officer and chief administrative officer for PSC Metals, Inc. from 2009 to 2012. PSC Metals is a North American ferrous and non-ferrous scrap processor. Mr. Lehner earned a bachelor’s degree in accounting from the University of Cincinnati.

Erich S. Schnaufer , 48, has been our Chief Financial Officer since January 2016. From August 2015 until that time, he had served as our Interim Chief Financial Officer & Chief Accounting Officer. Previously, he had served the Company as its Interim Chief Financial Officer, Controller & Chief Accounting Officer from June 2015 until August 2015, and as its Controller and Chief Accounting Officer from 2007 until June 2015. Mr. Schnaufer received a bachelor's degree in accounting from the University of Illinois and an MBA from DePaul University.

Michael J. Burbach , 55, has been our President, North-West Region since October 2013. Prior to that time he had served the Company as its President, Midwest Region since 2007. Mr. Burbach began his metals career as an inside sales representative at Vincent Metals in 1984 and has held procurement, sales and product management roles in the metals industry as well as roles in operations and senior management. Mr. Burbach received his Bachelor of Science degree from the University of Wisconsin-La Crosse.

Roger W. Lindsay , 59, is our Chief Human Resources Officer, a position he has held since August 2013. From August 2013 until June 2015 he also served as our President, Canada Region. Previously, Mr. Lindsay served the Company as its Senior Vice President, Human Resources from October 2011 until August 2013. Prior to joining the Company, Mr. Lindsay was president of rail and Latin America for The Timken Company from 2010 until October 2011. He holds a bachelor’s degree in economics and sociology from the University of Southampton and a master’s degree in management from the Massachusetts Institute of Technology.

Kevin D. Richardson , 54, has been our President, South-East Region since October 2007. Mr. Richardson started his metals career in 1985 and held a series of commercial and sales management roles before being named a Vice President of the Company in 2000. Mr. Richardson received a bachelor’s degree in business management and economics from North Carolina State University and an MBA from Case Western Reserve University.

Mark S. Silver , 45, has served as our Executive Vice President, General Counsel & Secretary since February 2016. Previously, he had served as our Vice President, Managing Counsel & Secretary from December 2014 until February 2016 and as our Vice President & Managing Counsel from January 2013 until December 2014. Prior to his time at the Company, from 2006 until 2012, Mr. Silver served as Vice President and Assistant General Counsel of Sara Lee Corporation, a consumer goods company. Mr. Silver earned a bachelor’s degree in political science from the University of Illinois and a juris doctor from Harvard University.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information for Common Stock

Our common stock has been listed on the New York Stock Exchange (“NYSE”) since our initial public offering on August 13, 2014. Prior to that date, there was no public market for our common stock. The following table sets forth the high and low sale prices of our common stock as reported by the NYSE.

	2015				2014
	High		Low		High		Low
First Quarter	$	10.13	$	5.24	$	—	$	—
Second Quarter		9.55		5.30		—		—
Third Quarter (1)		9.61		4.96		14.28		10.01
Fourth Quarter		6.99		3.93		13.56		9.00

(1) The third quarter 2014 represents the period from August 13, 2014, the date of our IPO, through September 30, 2014, the end of the quarter.

On February 29, 2016, the closing price of our common stock on the NYSE was $3.70 per share.

Holders

As of February 29, 2016, there were 2 stockholders of record of our common stock. Because many shares of our common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial stockholders represented by these record holders.

Dividend Policy

We have not declared any cash dividends for the past two years and we do not anticipate declaring or paying any regular cash dividends on our common stock in the foreseeable future. Any payment of cash dividends on our common stock in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions, including under the Ryerson Credit Facility and our outstanding notes, and other factors deemed relevant by our Board of Directors.

Performance Graph

The following graph and accompanying table show the cumulative total return to stockholders of Ryerson Holding’s common stock relative to the cumulative total returns of the S&P 500 and a metals service center peer group (the “Peer Group”). The graph tracks the performance of a $100 investment in each of the indices (with reinvestment of dividends) from August 13, 2014 to December 31, 2015. As of December 31, 2015 the Peer Group consisted of Reliance Steel & Aluminum Co., and Olympic Steel Inc., each of which has securities listed for trading on the NASDAQ; A.M. Castle & Co. which has securities listed for trading on the NYSE; and Russel Metals Inc., which has securities listed for trading on the Toronto Stock Exchange. The returns of each member of the Peer Group are weighted according to that member’s stock market capitalization. The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Comparison of 17 Month Cumulative Total Return

Assumes Initial Investment of $100

December 2015

	8/13/2014		9/30/2014		12/31/2014		3/31/2015		6/30/2015		9/30/2015		12/31/2015
Ryerson Holding	$	100	$	124.27	$	96.41	$	61.84	$	88.35	$	50.97	$	45.34
S&P 500	$	100	$	102.06	$	106.89	$	107.38	$	107.13	$	99.75	$	106.15
Peer Group	$	100	$	100.10	$	86.39	$	83.10	$	82.90	$	73.23	$	77.14

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Recent Sale of Unregistered Securities and Use of Proceeds

None.

ITEM 6.

SELECTED FINANCIAL DATA.

The following table sets forth our selected historical consolidated financial information. Our selected historical Consolidated Statements of Operations data for the years ended December 31, 2013, 2014 and 2015 and the summary historical balance sheet data as of December 31, 2014 and 2015 have been derived from our audited consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data.” The selected historical Consolidated Statements of Operations data for the years ended December 31, 2011 and 2012 and the summary historical balance sheet data as of December 31, 2011, 2012, and 2013 were derived from the audited financial statements and related notes thereto, which are not included in this Form 10-K.

The following consolidated financial information should be read together with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited Consolidated Financial Statements of Ryerson Holding Corporation and the Notes thereto included in Item 8. “Financial Statements and Supplementary Data.”

FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA AND OPERATING RESULTS

(Dollars in millions, except per ton and per share data)

	Year Ended December 31,
	2011			2012			2013			2014			2015
Statements of Operations Data:
Net sales	$	4,729.8		$	4,024.7		$	3,460.3		$	3,622.2		$	3,167.2
Cost of materials sold		4,071.0			3,315.1			2,843.7			3,028.4			2,599.5
Gross profit		658.8			709.6			616.6			593.8			567.7
Warehousing, delivery, selling, general and administrative (1)		539.7			508.9			480.1			509.2			450.8
Gain on sale of assets		—			—			—			(1.8	)		(1.9	)
Restructuring and other charges		11.1			1.1			1.9			—			2.5
Impairment charges on assets		9.3			1.0			10.0			—			7.7
Pension and other postretirement benefits curtailment gain		—			(1.7	)		—			—			—
Operating profit		98.7			200.3			124.6			86.4			108.6
Other income and (expense), net (2)		4.6			(33.5	)		(0.2	)		(5.9	)		(10.4	)
Interest and other expense on debt (3)		(123.1	)		(126.5	)		(110.5	)		(107.4	)		(96.3	)
Income (loss) before income taxes		(19.8	)		40.3			13.9			(26.9	)		1.9
Provision (benefit) for income taxes (4)		(11.0	)		(5.5	)		(112.3	)		(0.7	)		3.7
Net income (loss)		(8.8	)		45.8			126.2			(26.2	)		(1.8	)
Less: Net loss attributable to noncontrolling interest		(0.7	)		(1.3	)		(1.1	)		(0.5	)		(1.3	)
Net income (loss) attributable to Ryerson Holding Corporation	$	(8.1	)	$	47.1		$	127.3		$	(25.7	)	$	(0.5	)
Earnings (loss) per share of common stock:
Basic earnings (loss) per share	$	(0.38	)	$	2.22		$	5.99		$	(1.01	)	$	(0.02	)
Diluted earnings (loss) per share	$	(0.38	)	$	2.22		$	5.99		$	(1.01	)	$	(0.02	)
Weighted average shares outstanding — Basic		21.3			21.3			21.3			25.4			32.1
Weighted average shares outstanding — Diluted		21.3			21.3			21.3			25.4			32.1
Balance Sheet Data (at period end):
Cash and cash equivalents	$	61.7		$	71.2		$	74.4		$	60.0		$	63.2
Restricted cash		5.3			3.9			1.8			2.0			1.2
Working capital		939.1			920.3			900.9			846.0			643.0
Property, plant and equipment, net		479.7			474.7			444.1			428.2			400.3
Total assets		2,021.1			1,915.5			1,856.8			1,872.6			1,556.2
Long-term debt, including current maturities		1,316.2			1,305.4			1,294.8			1,259.1			1,034.5
Total equity (deficit)		(267.6	)		(291.5	)		(107.7	)		(124.5	)		(140.9	)
Other Financial Data:
Cash flows provided by (used in) operations	$	54.5		$	186.5		$	48.1		$	(73.3	)	$	259.1
Cash flows used in investing activities		(115.0	)		(35.3	)		(13.5	)		(34.0	)		(18.0	)
Cash flows provided by (used in) financing activities		57.9			(143.4	)		(26.6	)		100.5			(232.2	)
Capital expenditures		47.0			40.8			20.2			21.6			22.3
Depreciation and amortization		43.0			47.0			46.6			45.6			43.7
Volume and Per Ton Data:
Tons shipped (000)		2,433			2,149			2,038			2,024			1,897
Average selling price per ton	$	1,944		$	1,873		$	1,698		$	1,790		$	1,670
Gross profit per ton		271			330			302			293			299
Operating expenses per ton		230			237			241			250			242
Operating profit per ton		41			93			61			43			57

(1)	The year ended December 31, 201 4 includes $32.7 million of one-time IPO-related expenses.

( 2 )

The year ended December 31, 2011 includes a $5.8 million gain on bargain purchase related to our Singer Steel Company (“Singer”) acquisition. The year ended December 31, 2012 includes a $32.8 million loss on the retirement of debt related to the redemption of our Floating Rate Senior Secured Notes due November 1, 2014, the 12% Senior Secured Notes due November 1, 2015, and the 14 1⁄2% Senior Discount Notes due 2015. The year ended December 31, 2014 includes $11.2 million of expense related to the premium paid to redeem $99.5 million of 2018 Notes. The year ended December 31, 2015 includes an other-than-temporary impairment charge of $12.3 million in the first quarter of 2015 related to our investment in one available-for-sale security and a $0.3 million gain on the retirement of debt related to the purchases of a portion of our 2017 Notes and 2018 Notes.

( 3 )

The year ended December 31, 2011 includes a $1.1 million write off of debt issuance costs associated with our prior credit facility upon entering into an amended revolving credit facility on March 14, 2011. The year ended December 31, 2015 includes a $2.9 million write off of debt issuance costs associated with our prior credit facility upon entering into a new revolving credit facility on July 24, 2015.

(4)

The year ended December 31, 2011 includes income tax benefits of $18.0 million relating to the purchase accounting impact of the Turret Steel Industries Inc., Sunbelt-Turret Steel, Inc., Wilcox-Turret Cold Drawn, Inc., Imperial Trucking Company, LLC (collectively, “Turret”) and Singer acquisitions. The year ended December 31, 2012 includes an income tax benefit of $15.2 million related to the release of valuation allowance associated with certain state deferred tax assets. The year ended December 31, 2013 includes a $124.2 million reduction in the valuation allowance recorded against deferred tax assets.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with Item 6. “Selected Financial Data” and the audited Consolidated Financial Statements of Ryerson Holding Corporation and Subsidiaries and the Notes thereto in Item 8. “Financial Statements and Supplementary Data.” This discussion contains forward-looking statements that involve risks and uncertainties. See the section entitled “Special Note Regarding Forward-Looking Statements.” Our actual results and the timing of selected events could differ materially from those discussed in these forward-looking statements as a result of certain factors, including those discussed in Item 1A. “Risk Factors” and elsewhere in this Form 10-K.

Overview

Business

On July 23, 2014, our Board of Directors approved a 4.25 for 1.00 stock split of the Company’s common stock effective August 5, 2014. Per share and share amounts presented herein have been adjusted for all periods presented to give retroactive effect to 4.25 for 1.00 stock split.

On August 13, 2014, Ryerson Holding completed an initial public offering of 11 million shares of common stock at a price to the public of $11.00 per share. Net proceeds from the offering totaled $112.4 million, after deducting the underwriting discount and offering expenses, and were used to (i) redeem $99.5 million in aggregate principal amount of the 11 ¹ ⁄ ₄ % Senior Notes due 2018 (the “2018 Notes”), (ii) pay Platinum Equity Advisors LLC (“Platinum Advisors”), and its affiliates $15.0 million of the $25.0 million owed as consideration for terminating the advisory services agreement between JT Ryerson and Platinum Advisors, an affiliate of Platinum (the remaining $10.0 million was paid in August 2015) and (iii) pay related transaction fees, expenses and debt redemption premiums in connection with the offering, which were approximately $11.2 million. We borrowed an additional $23.3 million under our then existing $1.35 billion revolving credit facility (the “Old Credit Facility”) as part of the funding of these transactions.

Industry and Operating Trends

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 one-half of the metals products sold are processed by us by burning, sawing, slitting, blanking, cutting to length or other techniques. We sell our products and services to many industries, including commercial ground transportation manufacturing, metal fabrication and machine shops, industrial machinery and equipment manufacturing, consumer durable production, HVAC manufacturing, construction equipment manufacturing, food processing and agricultural equipment manufacturing and oil and gas. 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.

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 is driven by market demand, which is largely determined by overall industrial production and conditions in 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 freig ht 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 bo th to improve purchasing leverage with suppliers, as we buy larger quantities of metals inventories, and to reduce operating expenses per ton sold.

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 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.

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

Results of Operations

	Year Ended December 31, 2015			% of Net Sales			Year Ended December 31, 2014			% of Net Sales			Year Ended December 31, 2013			% of Net Sales
Net sales	$	3,167.2			100.0	%	$	3,622.2			100.0	%	$	3,460.3			100.0	%
Cost of materials sold		2,599.5			82.1			3,028.4			83.6			2,843.7			82.2
Gross profit		567.7			17.9			593.8			16.4			616.6			17.8
Warehousing, delivery, selling, general and administrative expenses		450.8			14.3			509.2			14.1			480.1			13.8
Gain on sale of assets		(1.9	)		(0.1	)		(1.8	)		(0.1	)		—			—
Restructuring and other charges		2.5			0.1			—			—			1.9			0.1
Impairment charges on assets		7.7			0.2			—			—			—			—
Operating profit		108.6			3.4			86.4			2.4			124.6			3.6
Other expenses		(106.7	)		(3.3	)		(113.3	)		(3.1	)		(110.7	)		(3.2	)
Income (loss) before income taxes		1.9			0.1			(26.9	)		(0.7	)		13.9			0.4
Provision (benefit) for income taxes		3.7			0.2			(0.7	)		—			(112.3	)		(3.2	)
Net income (loss)		(1.8	)		(0.1	)		(26.2	)		(0.7	)		126.2			3.6
Less: Net loss attributable to noncontrolling interest		(1.3	)		(0.1	)		(0.5	)		—			(1.1	)		(0.1	)
Net income (loss) attributable to Ryerson Holding Corporation	$	(0.5	)		—		$	(25.7	)		(0.7	)%	$	127.3			3.7	%
Basic and diluted earnings (loss) per share	$	(0.02	)				$	(1.01	)				$	5.99

Comparison of the year ended December 31, 2015 with the year ended December 31, 2014

Net Sales

Net sales decreased 12.6% to $3.2 billion in 2015 as compared to $3.6 billion in 2014. Average selling price decreased 6.7% while tons sold decreased 6.3% reflecting weaker economic conditions in the metals market in 2015 compared to 2014. The average selling price per ton decreased in 2015 to $1,670 from $1,790 in 2014. Average selling prices per ton decreased for all of our product lines in 2015 with the largest decrease in our stainless steel plate, carbon steel flat and stainless steel flat product lines. Tons sold in 2015 decreased for most of our product lines, with the largest decrease in our carbon steel long, stainless steel long and carbon plate product lines, partially offset by increased tons sold for our aluminum plate product line. Tons sold per ship day were 7,528 in 2015 as compared to 8,032 in 2014.

Cost of Materials Sold

Cost of materials sold decreased 14.2% to $2.6 billion in 2015 compared to $3.0 billion in 2014. The decrease in cost of materials sold in 2015 compared to 2014 was primarily due to a decrease in the average cost of materials sold per ton in addition to the decrease in tons sold. The average cost of materials sold per ton decreased to $1,371 in 2015 from $1,497 in 2014. The average cost of materials sold for our stainless steel plate, carbon steel flat and carbon steel plate product lines decreased more than our other products, in line with the change in average selling price per ton.

During 2015, LIFO income was $97 million related to decreases in pricing for all product lines. As a result of falling average selling prices, LIFO income in 2015 was partially offset by a $38 million charge to record inventory at the lower of cost or market. During 2014, LIFO expense was $42 million related to increases in pricing for all product lines. In 2015, we also recorded a credit to cost of materials sold of $4 million related to the settlement of litigation regarding the price of materials that we were charged.

Gross Profit

Gross profit as a percentage of sales increased to 17.9% in 2015 compared to 16.4% in 2014 due to, among other things, a decrease in cost of materials sold, as discussed above. Gross profit decreased 4.4% to $567.7 million in 2015 as compared to $593.8 million in 2014.

Operating Expenses

Operating expenses as a percentage of sales increased to 14.5% in 2015 from 14.0% in 2014. Operating expenses in 2015 were $459.1 million, a decrease of $48.3 million from $507.4 million in 2014 primarily due to the following reasons:

a $25.0 million charge in 2014 to terminate the advisory service agreement with Platinum Advisors in connection with the completion of our initial public offering on August 13, 2014, which is described in Note 13, “Related Parties” of the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K,

transaction-related compensation expense of $7.7 million associated with the initial public offering in 2014,

lower incentive compensation expense of $16.1 million, and

lower delivery expense of $6.9 million due to lower volume.

These changes were partially offset by:

impairment charges on assets of $7.7 million in 2015, primarily due to fixed asset impairments, and

a restructuring charge of $2.5 million in 2015.

On a per ton basis, operating expenses decreased to $242 per ton in 2015 from $250 per ton in 2014.

Operating Profit

As a result of the factors above, in 2015 we reported an operating profit of $108.6 million, or 3.4% of sales, compared to an operating profit of $86.4 million, or 2.4% of sales, in 2014.

Other Expenses

Interest and other expense on debt decreased to $96.3 million in 2015 from $107.4 million in 2014 primarily due to a lower principal amount outstanding of our 9.0% Senior Notes due 2017 (the “2017 Notes”) and the 2018 Notes after the redemption of $99.5 million of the 2018 Notes in September of 2014 and the purchases of $30.1 million of the 2018 Notes as well as the purchases of $30.1 million of the 2017 Notes in 2015. Partially offsetting the reduction in debt was a $2.9 million charge in 2015 to write-off a portion of the issuance costs associated with the Company’s old revolving credit facility agreement upon entering into a new revolving credit facility agreement. Other income and (expense), net was expense of $10.4 million in 2015 compared to expense of $5.9 million in 2014. The year 2015 net expense is primarily related to a $12.3 million charge due to an other-than-temporary impairment recognized on an available-for-sale investment, partially offset by foreign currency gains of $1.5 million. The year 2014 net expense was primarily related to a $11.2 million loss on the early redemption premium on the redemption of the $99.5 million principal amount of the 2018 Notes, partially offset by $5.3 million of foreign currency gains.

Provision for Income Taxes

The Company recorded an income tax expense of $3.7 million in 2015 compared to an income tax benefit of $0.7 million in 2014. The $3.7 million income tax expense in 2015 results predominantly from tax expense on earnings in the U.S. and the inability to benefit losses in our foreign subsidiaries due to valuation allowances. The $0.7 million income tax benefit in 2014 results from a tax benefit in the U.S. and the impact of certain initial public offering related transactions that are recognized differently for U.S. tax purposes, offset by tax expense in foreign subsidiaries.

Noncontrolling Interest

Ryerson China’s and Açofran’s results of operations was a loss in 2015 and 2014. The portion of the loss attributable to the noncontrolling interest in Ryerson China and Açofran was $1.3 million for 2015 and $0.5 million for 2014.

Earnings Per Share

Basic and diluted earnings (loss) per share was a loss of $0.02 in 2015 and a loss of $1.01 in 2014. The changes in earnings (loss) per share are due to the results of operations discussed above as well as an increase of 6.7 million in average shares outstanding in 2015 compared to 2014 after the issuance of 11.0 million shares of common stock in an initial public offering on August 8, 2014.

Comparison of the year ended December 31, 2014 with the year ended December 31, 2013

Net Sales

Net sales increased 4.7% to $3.6 billion in 2014 as compared to $3.5 billion in 2013. Average selling price increased 5.4% while tons sold decreased 0.7% reflecting stable economic conditions in the metals market in 2014 compared to 2013. The average selling price per ton increased in 2014 to $1,790 from $1,698 in 2013. Average selling prices per ton increased for most of our product lines in 2014 with the largest increase in our stainless steel plate, carbon steel plate and carbon steel flat product lines. Tons sold in 2014 decreased for our carbon steel flat and aluminum long product lines, offset by increased tons sold for our aluminum sheet and aluminum plate product lines. Tons sold per ship day were 8,032 in 2014 as compared to 8,087 in 2013.

Cost of Materials Sold

Cost of materials sold increased 6.5% to $3.0 billion in 2014 compared to $2.8 billion in 2013. The increase in cost of materials sold in 2014 compared to 2013 was primarily due to an increase in the average cost of materials sold per ton. The average cost of materials sold per ton increased to $1,497 in 2014 from $1,396 in 2013. The average cost of materials sold for our carbon steel flat, carbon steel plate and stainless steel flat product lines increased more than our other products, in line with the change in average selling price per ton.

During 2014, LIFO expense was $42 million related to increases in pricing for all product lines. During 2013, LIFO income was $33 million related to decreases in pricing for all product lines.

Gross Profit

Gross profit as a percentage of sales decreased to 16.4% in 2014 compared to 17.8% in 2013 due to, among other things, an increase in cost of materials sold, as discussed above. Gross profit decreased 3.7% to $593.8 million in 2014 as compared to $616.6 million in 2013.

Operating Expenses

Operating expenses as a percentage of sales decreased to 14.0% in 2014 from 14.2% in 2013. Operating expenses in 2014 increased $15.4 million from $492.0 million in 2013 primarily due to the following reasons:

•

a $25.0 million charge to terminate the advisory service agreement with Platinum Advisors in connection with the completion of our initial public offering on August 13, 2014, which is described in Note 13, “Related Parties” of the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K,

•

we also recognized $7.7 million of transaction-related compensation expense associated with the initial public offering, and

•

higher incentive compensation expense of $14.5 million.

These cha nges were partially offset by:

•

impairment charges on assets of $10.0 million in 2013, primarily due to a goodwill impairment charge of $6.8 million related to one of our reporting units,

•

lower salaries and wages of $7.1 million resulting from lower employment levels in 2014 and lower benefit costs of $6.7 million primarily due to lower net periodic benefit cost for pensions in 2014,

•

lower reorganization expense in 2014 of $4.7 million,

•

a restructuring charge of $1.9 million in 2013, and

•

a gain on sale of assets of $1.8 million in 2014.

On a per ton basis, operating expenses increased to $250 per ton in 2014 from $241 per ton in 2013.

Operating Profit

As a result of the factors above, in 2014 we reported an operating profit of $86.4 million, or 2.4% of sales, compared to an operating profit of $124.6 million, or 3.6% of sales, in 2013.

Other Expenses

Interest and other expense on debt decreased to $107.4 million in 2014 from $110.5 million in 2013 primarily due to a lower level of debt outstanding in 2014 after we used a portion of the proceeds from our initial public offering to redeem $99.5 million principal amount of the 2018 Notes in September of 2014. Other income and (expense), net was expense of $5.9 million in 2014 compared to expense of $0.2 million in 2013. The year 2014 net expense was primarily related to a $11.2 million loss on the early redemption premium on the redemption of the $99.5 million principal amount of the 2018 Notes, partially offset by $5.3 million of foreign currency gains.

Provision for Income Taxes

The Company recorded an income tax benefit of $0.7 million in 2014 compared to an income tax benefit of $112.3 million in 2013. The $0.7 million income tax benefit in 2014 results from a tax benefit in the U.S. and the impact of certain initial public offering related transactions that are recognized differently for U.S. tax purposes, offset by tax expense in foreign subsidiaries. The $112.3 million income tax benefit in 2013 primarily relates to a reduction in valuation allowance previously recorded against U.S. deferred tax assets.

Noncontrolling Interest

Ryerson China’s and Açofran’s results of operations was a loss in 2014 and 2013. The portion of the loss attributable to the noncontrolling interest in Ryerson China and Açofran was $0.5 million for 2014 and $1.1 million for 2013.

Earnings Per Share

Basic and diluted earnings (loss) per share was a loss of $1.01 in 2014 and earnings of $5.99 in 2013. The changes in earnings (loss) per share are due to the results of operations discussed above as well as an increase of 4.1 million in average shares outstanding in 2014 compared to 2013 after the issuance of 11.0 million shares of common stock in an initial public offering on August 8, 2014.

Liquidity and Capital Resources

The Company’s primary sources of liquidity are cash and cash equivalents, cash flows from operations and borrowing availability under the $1.0 billion revolving credit facility (the “Ryerson Credit Facility”) that matures on the earlier of (a) July 24, 2020 and (b) 60 days prior to the stated maturity of any outstanding indebtedness with a principal amount of $50,000,000 or more. Its principal source of operating cash is from the sale of metals and other materials. Its principal uses of cash are for payments associated with the procurement and processing of metals and other materials inventories, costs incurred for the warehousing and delivery of inventories and the selling and administrative costs of the business, capital expenditures, and for interest payments on debt.

The following table summarizes the Company’s cash flows:

	Year Ended December 31,
	2015			2014			2013
	(In millions)
Net cash provided by (used in) operating activities	$	259.1		$	(73.3	)	$	48.1
Net cash used in investing activities		(18.0	)		(34.0	)		(13.5	)
Net cash provided by (used in) financing activities		(232.2	)		100.5			(26.6	)
Effect of exchange rates on cash		(5.7	)		(7.6	)		(4.8	)
Net increase (decrease) in cash and cash equivalents	$	3.2		$	(14.4	)	$	3.2

The Company had cash and cash equivalents at December 31, 2015 of $63.2 million, compared to $60.0 million at December 31, 2014 and $74.4 million at December 31, 2013. The Company had $1,035 million, $1,259 million and $1,295 million of total debt outstanding, a debt-to-capitalization ratio of 116%, 111% and 109% and $185 million, $245 million and $234 million available under the revolving credit facility at December 31, 2015, 2014 and 2013, respectively. The Company had total liquidity (defined as cash and cash equivalents, marketable securities and availability under the Ryerson Credit Facility, the Old Credit Facility, and foreign debt facilities) of $273 million, $328 million and $351 million at December 31, 2015, 2014 and 2013, respectively. Total liquidity is not a U.S. generally accepted accounting principles (“GAAP”) financial measure. 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.

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

	December 31, 2015		December 31, 2014		December 31, 2013
	(In millions)
Cash and cash equivalents	$	63	$	60	$	74
Marketable securities		2		11		21
Availability under Ryerson Credit Facility and foreign debt facilities		208		257		256
Total liquidity	$	273	$	328	$	351

Of the total cash and cash equivalents as of December 31, 2015, $57 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 funds from its non-U.S. subsidiaries. Although the Company has historically satisfied needs for more capital in the U.S. through debt or equity issuances, it could elect to repatriate funds held in foreign jurisdictions which could result in higher effective tax rates. The Company has not recorded a deferred tax liability for the effect of a possible repatriation of these assets as management intends to permanently reinvest these assets outside of the U.S. Specific plans for reinvestment include funding for future international acquisitions and funding of existing international operations.

During the year ended December 31, 2015, net cash provided by operating activities was $259.1 million. During the year ended December 31, 2014, net cash used in operating activities was $73.3 million. During the year ended December 31, 2013, net cash provided by operating activities was $48.1 million. Net income (loss) was a loss of $1.8 million and $26.2 million in 2015 and 2014, respectively, and income of $126.2 million in 2013. Cash provided by operating activities of $259.1 million during the year ended December 31, 2015 was primarily due to a decrease in inventory of $178.1 million as we reduced inventory as metal prices weakened during the year. In addition, accounts receivable declined $88.0 million reflecting lower average selling prices and tons sold in 2015, non-cash depreciation and amortization expense was $43.7 million and we recorded a non-cash charge of $12.3 million due to an other-than-temporary impairment charge recognized on an available-for-sale investment. Partially offsetting the cash inflows were pension contributions of $42.5 million and lower accrued liabilities of $20.0 million primarily due to a lower accrual for incentive compensation in 2015. Cash used in operating activities of $73.3 million during the year ended December 31, 2014 was primarily the result of pension contributions of $55.4 million, the net loss in 2014 of $26.2 million, a decrease in accounts payable of $22.4 million and an increase in accounts receivable of $19.5 million reflecting higher sales in 2014, partially offset by non-cash depreciation and amortization expense of $45.6 million. Cash provided by operating activities of $48.1 million during the year ended December 31, 2013 was primarily the result of the $126.2 million of net income in 2013, non-cash depreciation and amortization expense of $46.6 million, an increase in accounts payable of $15.7 million, non-cash impairment charges on assets of $10.0 million and a decrease in

accounts receivable of $9.9 million reflecting lower sales in 2013, partially offset by the non-cash reduction in the valuation allowance recorded against deferred tax assets of $124.2 million and pension contributions of $48.0 million.

Net cash used in investing activities was $18.0 million, $34.0 million and $13.5 million in 2015, 2014 and 2013, respectively. Capital expenditures for the years ended December 31, 2015, 2014 and 2013, were $22.3 million, $21.6 million and $20.2 million, respectively. On August 3, 2015, the Company paid $7.7 million, net of cash acquired, to acquire all of the issued and outstanding capital stock of Southern Tool Steel, Inc. On December 31, 2014, the Company paid $20.1 million to acquire all of the issued and outstanding capital stock of Fay Industries, Inc. and the membership interests of Fay Group, Ltd. In 2015, the Company paid an additional $1.1 million in deferred consideration owed to the sellers of Fay Industries, Inc. The Company sold property, plant and equipment and assets held for sale generating cash proceeds of $10.4 million, $7.3 million and $4.6 million during the years ended December 31, 2015, 2014 and 2013, respectively.

Net cash used in financing activities was $232.2 million for the year ended December 31, 2015. In 2015, net cash used in financing activities was primarily related to the purchases of $30.1 million principal amount of the 2017 Notes repurchased for $29.4 million and the purchases of $30.1 million principal amount of the 2018 Notes repurchased for $30.5 million, and $164.4 million of repayments of credit facility borrowings with cash provided by operations discussed above. Net cash provided by financing activities was $100.5 million for the year ended December 31, 2014. In 2014, we received $112.4 million in proceeds from the issuance of stock in an initial public offering and used $110.7 million of the proceeds to redeem $99.5 million principal amount of our 2018 Notes and pay a $11.2 million redemption premium. In addition, credit facility borrowings in 2014 increased $63.8 million primarily to fund cash used in operating activities as well as capital expenditures and book overdrafts increased $36.0 million. Net cash used in financing activities was $26.6 million for the year ended December 31, 2013. In 2013, credit facility borrowings decreased $10.6 million, we paid $6.6 million to purchase 50,000 shares of our common stock and we paid $3.7 million in fees to amend our credit facility. 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

Total debt at December 31, 2015 decreased $224.6 million to $1,034.5 million from $1,259.1 million at December 31, 2014 as a result of net cash provided by operating activities.

Total debt outstanding as of December 31, 2015 consisted of the following amounts: $272.2 million borrowing under the Ryerson Credit Facility, $569.9 million under the 2017 Notes, $170.4 million under the 2018 Notes, and $22.0 million of foreign debt. Availability at December 31, 2015 under the Ryerson Credit Facility was $185 million and at December 31, 2014 was $245 million under the Old Credit Facility. Discussion of our outstanding debt follows.

Ryerson Credit Facility

On July 24, 2015, Ryerson terminated its $1.35 billion Old Credit Facility and entered into its $1.0 billion Ryerson Credit Facility. Borrowings under the Ryerson Credit Facility were used to repay indebtedness under the Old Credit Facility. The Ryerson Credit Facility has a maturity date of the earlier of (a) July 24, 2020 or (b) 60 days prior to the stated maturity of any outstanding indebtedness with a principal amount of $50,000,000 or more. As a result of the refinancing, the Company recorded a $2.9 million charge in the third quarter of 2015 to write-off a portion of the issuance costs associated with the Old Credit Facility.

At December 31 , 2015, Ryerson had $272.2 million of outstanding borrowings, $17 million of letters of credit issued and $185 million available under the Ryerson Credit Facility compared to $435.0 million of outstanding borrowings, $20 million of letters of credit issued and $245 million available at December 31, 2014 under the Old Credit Facility. 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, a Canadian guarantor) 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 aggregate value of all inventory owned by a borrower (and in the case of Canadian accounts, a Canadian guarantor), with such inventory adjusted to exclude various ineligible inventory, including, among other things, (i) any inventory that is classified as “supplies” or is unsaleable in the ordinary course of business, (ii) 50% of the value of any inventory that (A) has not been sold or processed within a 180 day period and (B) which is calculated to have more than 365 days of supply based upon the immediately preceding 6 months consumption, and (iii) 50% of the value of inventory classified as partial inventory pieces

on the basis that the inventory has been cut below sales lengths customary for such inventory. Qualified cash consists of cash in an eligible deposit account that is subject to customa ry restrictions and liens in favor of the lenders. The weighted average interest rate on the borrowings was 2 . 1 percent under the Ryerson Credit Facility at December 31, 2015 and 2.0 percent under the Old Cred it Facility at December 31, 2014 .

The total $1.0 billion revolving 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%) or (B) a LIBOR rate 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 pricing loans in U.S. Dollars made at its “base rate” and the 30 day LIBOR rate plus 1.00%), (B) the prime rate (the greatest of the Bank of Canada overnight rate plus 0.50%, 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 plus 1.00%) or (C) the bankers’ acceptance rate. The spread over the base rate and prime rate is between 0.25% and 0.75% and the spread over the LIBOR and for the bankers’ acceptances is between 1.25% and 1.75%, depending on the amount available to be borrowed under the Ryerson Credit Facility. Overdue amounts and all amounts owed during the existence of a default bear interest at 2% above the rate otherwise applicable thereto. Ryerson also pays commitment fees on amounts not borrowed at a rate of 0.25%.

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 have the ability to reject a borrowing request if any event, circumstance or development has occurred that has had or could reasonably be expected to have a material adverse effect on the Company. If 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.

Proceeds from borrowings under the Ryerson Credit Facility and repayments of borrowings thereunder that are reflected in the Condensed Consolidated Statements of Cash Flows represent borrowings under the Company’s revolving credit agreement with original maturities greater than three months. Net proceeds (repayments) under the Ryerson Credit Facility represent borrowings under the Ryerson Credit Facility with original maturities less than three months.

2017 and 2018 Notes

On October 10, 2012, JT Ryerson issued $600 million in aggregate principal amount of the 2017 Notes and $300 million in aggregate principal amount of the 2018 Notes (together with the 2017 Notes, the “2017 and 2018 Notes”). The 2017 Notes bear interest at a rate of 9% per annum. The 2018 Notes bear interest at a rate of 11.25% per annum. The 2017 Notes are fully and unconditionally guaranteed on a senior secured basis and the 2018 Notes are fully and unconditionally guaranteed on a senior unsecured 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 2017 Notes and related guarantees are secu red by a first-priority lien on substantially all of our and our guarantors’ present and future assets located in the United States (other than receivables, inventory, related general intangibles, certain other assets and proceeds thereof), subject to cert ain exceptions and customary permitted liens. The 2017 Notes and related guarantees are secured on a second-priority basis by a lien on the assets that secure our obligations under the Ryerson Credit Facility. The 2018 Notes are not secured. The 2017 and 2 018 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 capita l 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 future net income, once prior losses are offset.

The 2017 Notes became redeemable by the Company, in whole or in part on April 15, 2015 (the “2017 Redemption Date”) and the 2018 Notes became redeemable, in whole or in part, on October 15, 2015 (the “2018 Redemption Date”), in each case at specified redemption prices. On August 13, 2014, Ryerson Holding completed an initial public offering of 11 million shares of common stock at a price to the public of $11.00 per share. Net proceeds from the offering were used to redeem $99.5 million in aggregate principal amount of the 2018 Notes and pay redemption premiums of $11.2 million, which were recorded within other income and (expense), net on the Consolidated Statements of Operations. If a change of control occurs, JT Ryerson must offer to purchase the 2017 and 2018 Notes at 101% of their principal amount, plus accrued and unpaid interest.

As of December 31, 2015, $569.9 million and $170.4 million of the original outstanding principal amount of the 2017 and 2018 Notes remain outstanding, respectively. The Company has repurchased and in the future may repurchase 2017 and 2018 Notes in the open market. During the year 2015, a principal amount of $30.1 million of the 2017 Notes were repurchased for $29.4 million and retired, resulting in the recognition of a $0.7 million gain within other income and (expense), net on the Consolidated Statements of Operations. During the year 2015, a principal amount of $30.1 million of the 2018 Notes were repurchased for $30.5 million and retired, resulting in the recognition of a $0.4 million loss within other income and (expense), net on the Consolidated Statements of Operations.

Foreign Debt

At December 31, 2015, Ryerson China’s total foreign borrowings were $21.8 million, which were owed to banks in Asia at a weighted average interest rate of 4.3% per annum and secured by inventory and property, plant and equipment. At December 31, 2014, Ryerson China’s total foreign borrowings were $23.6 million, which were owed to banks in Asia at a weighted average interest rate of 4.4% per annum and secured by inventory and property, plant and equipment. Açofran’s total foreign borrowings were $0.2 million and zero at December 31, 2015 and December 31, 2014, respectively.

Availability under the foreign credit lines was $23 million and $12 million at December 31, 2015 and December 31, 2014, respectively. Letters of credit issued by our foreign subsidiaries totaled $2 million at December 31, 2015 and 2014.

Pension Funding

The Company made contributions of $42.5 million in 2015, $55.4 million in 2014 and $48.0 million in 2013 to improve the Company’s pension plans funded status. At December 31, 2015, as reflected in Note 11 to the Consolidated Financial Statements, pension liabilities exceeded plan assets by $238 million. The Company anticipates that it will have a minimum required pension contribution of approximately $22 million in 2016 under the Employee Retirement Income Security Act of 1974 (“ERISA”), Pension Protection Act in the U.S and the Ontario Pension Benefits Act in Canada. Future contribution requirements depend on the investment returns on plan assets, the impact of discount rates on pension liabilities, and changes in regulatory requirements. The Company is unable to determine the amount or timing of any such contributions required by ERISA or whether any such contributions would have a material adverse effect on the Company’s financial position or cash flows. The Company believes that cash flow from operations and the Ryerson Credit Facility described above will provide sufficient funds to make the minimum required contribution in 2016.

Income Tax Payments

The Company made income tax payments of $3.2 million, $1.6 million and $1.2 million in 2015, 2014 and 2013, respectively.

Off-Balance Sheet Arrangements

In the normal course of business with customers, vendors and others, we have entered into off-balance sheet arrangements, such as letters of credit, which totaled $19 million as of December 31, 2015. Additionally, other than normal course long-term operating

leases included in the following Contractual Obligations table, we do not have any material off-balance sheet financing arrangements. None of these off -balance sheet arrangements are likely to have a material effect on our current or future financial condition, results of operations, liquidity or capital resources.

Contractual Obligations

The following table presents contractual obligations at December 31, 2015:

	Payments Due by Period
	Total		Less than 1 year		1 – 3 years		4 – 5 years		After 5 years
Contractual Obligations(1)(2)	(In millions)
2017 Notes	$	570	$	—	$	570	$	—	$	—
2018 Notes		170		—		170		—		—
Ryerson Credit Facility		272		—		272		—		—
Foreign Debt		22		22		—		—		—
Interest on 2017 Notes, 2018 Notes, Foreign Debt and Ryerson Credit Facility(3)		155		76		79		—		—
Purchase Obligations(4)		26		25		1		—		—
Operating Leases		98		25		35		21		17
Pension Withdrawal Liability		1		—		—		—		1
Capital Leases		15		5		7		3		—
Total	$	1,329	$	153	$	1,134	$	24	$	18

(1)	The contractual obligations disclosed above do not include our potential future pension funding obligations (see previous discussion under “Pension Funding” caption).

(2)	Due to uncertainty regarding the completion of tax audits and possible outcomes, we do not know the timing of when our obligations related to unrecognized tax benefits will occur, if at all. See Note 18 “Income Taxes” of the notes to our consolidated financial statements for additional detail.

(3)	Interest payments related to the variable rate debt were estimated using the weighted average interest rate for the Ryerson Credit Facility.

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

Capital Expenditures

Capital expenditures during 2015, 2014 and 2013 totaled $22.3 million, $21.6 million and $20.2 million, respectively. Capital expenditures were primarily for machinery and equipment.

The Company anticipates capital expenditures, excluding acquisitions, to be approximately $20 million in 2016. The spending includes maintenance expenditures and improvements to maintain, upgrade, and add to the Company’s North American processing capabilities.

Restructuring

2015

In 2015, the Company recorded a charge of $2.2 million for employee costs related to expense reduction actions taken in the fourth quarter of 2015. The charge consists primarily of severance costs for 140 employees in addition to $0.2 million of non-cash pensions and other post-retirement benefit costs. During 2015, the Company paid $0.8 million in costs related to this expense reduction initiative. The remaining employee-related costs of $1.2 million are expected to be paid in 2016.

In 2015, the Company also recorded a $0.3 million charge to increase the reserve for tenancy-related costs for a facility closed in 2013. During 2015, the Company paid $0.4 million in tenancy costs related to this facility. The remaining $0.5 million of tenancy-related costs are expected to be paid through 2019.

2014

In 2014, the Company paid $0.7 million in tenancy costs related to a facility closed in 2013. In 2014, the Company also recorded a $0.1 million reduction to the reserve for tenancy-related costs and credited warehousing, delivery, selling, general and administrative expense in the Consolidated Statements of Operations. During 2014, the Company also paid the remaining $0.1 million of employee costs related to the closure of this facility.

2013

In 2013, the Company recorded a charge of $2.1 million related to a facility closure. The charge consists of tenancy-related costs, primarily future lease payments. In 2013, the Company also recorded a $0.2 million reduction to the reserve for employee-related costs and credited restructuring and other charges in the Consolidated Statements of Operations. During 2013, the Company paid $0.7 million for employee-related costs and $0.5 million for tenancy-related costs for this facility closure.

Deferred Tax Amounts

At December 31, 2015, the Company had a net deferred tax asset of $22 million comprised primarily of a deferred tax asset of $95 million related to pension liabilities, a deferred tax asset related to postretirement benefits other than pensions of $30 million, $30 million of Alternative Minimum Tax (“AMT”) credit carryforwards and deferred tax assets of $89 million related to federal, local and foreign tax loss carryforwards, offset by a valuation allowance of $22 million and deferred tax liabilities of $88 million related to fixed assets and $121 million related to inventory.

The Company’s deferred tax assets include $67 million related to U.S. federal net operating loss (“NOL”) carryforwards, $10 million related to state NOL carryforwards and $12 million related to foreign NOL carryforwards, available at December 31, 2015.

In accordance with FASB ASC 740, “ Income Taxes ,” 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. After considering both the positive and negative evidence available, in the second quarter of 2009, the Company determined that it was more-likely-than-not that it would not realize a portion of its U.S. deferred tax assets. As a result, the Company established a valuation allowance against a portion of its U.S. deferred tax assets. The Company released a portion of the valuation allowance related to one of its U.S. subsidiaries, JT Ryerson, during 2012. The Company released most of the remaining U.S. related valuation allowance during 2013. As of December 31, 2013, the Company had a valuation allowance of $23.1 million, a decrease of $124.2 million from the prior year. Of the $124.2 million decrease in 2013, $124.2 million was credited to the income tax provision and none was charged to other comprehensive income. As of December 31, 2014, the Company had a valuation allowance of $22.5 million, a decrease of $0.6 million from the prior year. Of the $0.6 million decrease in 2014, $0.6 million was credited to the income tax provision and none was charged to other comprehensive income. As of December 31, 2015, the Company had a valuation allowance of $22.5 million, unchanged from the prior year.

During 2013, the Company recognized a total net tax benefit of $124.2 million related to changes in valuation allowance predominately related to the release of valuation allowance related to certain U.S. federal and state deferred tax assets at December 31, 2013. This release of valuation allowance produced a deferred tax benefit that is not expected to recur.

As described in Note 1 to the Consolidated Financial Statements, the Company assesses the need for a valuation allowance considering all available positive and negative evidence, including past operating results, projections of future taxable income and the feasibility of ongoing tax planning strategies. The fourth quarter of 2013 was the first quarter in which the Company’s overall U.S. operations had sustained an operating profit in both the preceding cumulative three fiscal year period and in each of its two preceding fiscal years, providing objective evidence of the Company’s ability to earn future profits. Combined with the Company’s projections of future income providing additional subjective evidence of the Company’s ability to earn future profits and management’s judgment, the Company determined that these deferred tax assets were more likely than not realizable and accordingly the valuation allowance was no longer required.

The Company will continue to maintain a valuation allowance on certain 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.

Critical Accounting Estimates

Preparation of this Form 10-K requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of sales and expenses during the reporting period. Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in Item 8 within Note 1: Summary of Accounting and Financial Policies. These policies have been consistently applied and address such matters as revenue recognition, depreciation methods, inventory valuation, asset impairment recognition and pension and postretirement expense. While policies associated with estimates and judgments may be affected by different assumptions or conditions, we believe our estimates and judgments associated with the reported amounts are appropriate in the circumstances. Actual results may differ from those estimates.

We consider the policies discussed below as critical to an understanding of our financial statements, as application of these policies places the most significant demands on management’s judgment, with financial reporting results relying on estimation of matters that are uncertain.

Provision for allowances, claims and doubtful accounts : We perform ongoing credit evaluations of customers and set credit limits based upon review of the customers’ current credit information and payment history. We monitor customer payments and maintain a provision for estimated credit losses based on historical experience and specific customer collection issues that we have identified. Estimation of such losses requires adjusting historical loss experience for current economic conditions and judgments about the probable effects of economic conditions on certain customers. We cannot guarantee that the rate of future credit losses will be similar to past experience. Provisions for allowances and claims are based upon historical rates, expected trends and estimates of potential returns, allowances, customer discounts and incentives. We consider all available information when assessing the adequacy of the provision for allowances, claims and doubtful accounts.

Inventory valuation : Our inventories are stated at the lower of cost or market. The valuation of our inventories at the lower of cost or market could be subject to certain estimates; however the measurement is primarily based on historical purchasing and sales information rather than forecasted metals pricing. Inventory costs reflect metal and in-bound freight purchase costs, third-party processing costs and internal direct and allocated indirect processing costs. Cost is primarily determined by the LIFO method. We regularly review inventory on hand and record provisions for obsolete and slow-moving inventory based on historical and current sales trends. Changes in product demand and our customer base may affect the value of inventory on hand which may require higher provisions for obsolete inventory.

Income Taxes : Our income tax expense, deferred tax assets and liabilities and reserve for uncertain tax positions reflect our best estimate of taxes to be paid. The Company is subject to income taxes in the U.S. and several foreign jurisdictions. The determination of the consolidated income tax expense requires judgment and estimation by management. It is possible that actual results could differ from the estimates that management has used to determine its consolidated income tax expense.

We record operating loss and tax credit carryforwards and the estimated effect of temporary differences between the tax basis of assets and liabilities and the reported amounts in the Consolidated Balance Sheet. We follow detailed guidelines in each tax jurisdiction when reviewing tax assets recorded on the balance sheet and provide for valuation allowances as required. Deferred tax assets are reviewed for recoverability based on historical taxable income, the expected reversals of existing temporary differences, tax planning strategies and on forecasts of future taxable income. The forecasts of future taxable income require assumptions regarding volume, selling prices, margins, expense levels and industry cyclicality. If we are unable to generate sufficient future taxable income in certain tax jurisdictions, we may be required to record additional valuation allowances against our deferred tax assets related to those jurisdictions.

The Company’s income tax provisions are based on calculations and assumptions that are subject to examination by the IRS and other tax authorities. Although the Company believes that the positions taken on filed tax returns are reasonable, it has established tax and interest reserves in recognition that various taxing authorities may challenge the positions taken. For uncertain tax positions, the Company applies the provisions of relevant authoritative guidance, which requires application of a “more likely than not” threshold to the recognition and derecognition of tax positions. The Company’s ongoing assessments of the more likely than not outcomes of tax authority examinations and related tax positions require significant judgment and can increase or decrease the Company’s effective tax rate.

Long-lived Assets and Other Intangible Assets : Long-lived assets held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We estimate the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment is recognized. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which undiscounted cash flows

are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount, and the asset’s residual value, if any. Any related impairment los s is calculated based upon comparison of the fair value to the carrying value of the asset. Separate intangible assets that have finite useful lives are amortized over their useful lives. An impaired long-lived or intangible asset would be written down to fair value, based on various available valuation techniques, including the discounted cash flow method.

Goodwill: We assess the recoverability of the carrying value of recorded goodwill annually in the fourth quarter of each year or whenever indicators of potential impairment exist. We test for impairment of goodwill by assessing various qualitative factors with respect to developments in our business and the overall economy and calculating the fair value of a reporting unit using the discounted cash flow method, as necessary. Factors that may be considered indicators of impairment include: deterioration in general economic conditions; declines in the market conditions of our products, including metals prices; a sustained significant decline in our share price and market capitalization; reduced future cash flow estimates; and slower growth rates in our industry, among others. If we determine that it is more likely than not that the fair value of a reporting unit is less than the carrying value based on our qualitative assessment, we will proceed to the two-step goodwill impairment test. In step one, we compare the fair value of the reporting unit in which goodwill resides to its carrying value. If the carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step, the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair value of all other net tangible and intangible assets of the reporting unit. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. The fair value of the reporting units are estimated using a combination of an income approach and a market approach as this combination is deemed to be the most indicative of our fair value in an orderly transaction between market participants. An income approach based on discounted future cash flows requires us to estimate income from operations based on projected results and discount rates based on a weighted average cost of capital of comparable companies. A market approach estimates fair value using market multiples of various financial measures of comparable public companies. If these estimates or their related assumptions for commodity prices and demand change in the future, we may be required to record impairment charges for these assets.

Based on the impairment test performed on October 1, 2015, the Company concluded that the fair value of the reporting unit tested for impairment exceeded the carrying value. The discount rate for the reporting unit was estimated to be 14.5% at October 1, 2015. The Company determines a discount rate based on an estimate of a reasonable risk-adjusted return an investor would expect to realize on an investment in the reporting unit. The reporting unit’s fair value exceeded its carrying value by more than 25%. Deterioration in market conditions in our industry or products, changes in expected future cash flows, expected growth rates or to discount rates could result in impairment charges in future periods.

Purchase Price Accounting: Business combinations are accounted for using the acquisition method of accounting. This method requires the Company to record assets and liabilities of the business acquired at their estimated fair market values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. The Company uses valuation specialists, where necessary, to perform appraisals and assist in the determination of the fair values of the assets acquired and liabilities assumed. These valuations require management to make estimates and assumptions that are critical in determining the fair values of the assets and liabilities.

Pension and postretirement benefit plan assumptions : We sponsor various benefit plans covering a portion of our employees for pension and postretirement medical costs. Statistical methods are used to anticipate future events when calculating expenses and liabilities related to the plans. The statistical methods include assumptions about, among other things, the discount rate, expected return on plan assets, rate of increase of health care costs and the rate of future compensation increases. Our actuarial consultants also use subjective factors such as withdrawal and mortality rates when estimating expenses and liabilities. The discount rate used for U.S. plans reflects the market rate for high-quality fixed-income investments on our annual measurement date (December 31) and is subject to change each year. The discount rate was determined by matching, on an approximate basis, the coupons and maturities for a portfolio of corporate bonds (rated Aa or better by Moody’s Investor Services or AA or better by Standard and Poor’s) to the expected plan benefit payments defined by the projected benefit obligation. The discount rates used for plans outside the U.S. are based on a combination of relevant indices regarding corporate and government securities, the duration of the liability and appropriate judgment.

When calculating pension expense for 2015, we assumed the pension plans’ assets would generate a long-term rate of return of 7.40% for the U.S. plan, and between 5.75% and 6.00% for the Canadian plans. The expected long-term rate of return assumption was developed based on historical experience and input from the trustee managing the plans’ assets. The expected long-term rate of return on plan assets is based on a target allocation of assets, which is based on a goal of earning the highest rate of return while maintaining risk at acceptable levels. Our projected long-term rate of return for the U.S. pension plan is slightly higher than some market indices due to the active management of our plans’ assets, and is supported by the historical returns on our plans’ assets. The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. We regularly review actual asset allocation and the pension plans’ investments are periodically

rebalanced to the targeted allocation when considered appropriate. Pension expense increases as the expected rate of return on plan assets decreases. Lowering the expected long-term rate of return on plan assets by 50 basis points would have increased 2015 pension expense by approximately $3 million.

Future pension obligations for the U.S. plans were discounted using weighted average rates between 4.28% and 4.41% at December 31, 2015. Future pension obligations for the Canadian plans were discounted using weighted average rates between 3.51% and 3.87% at December 31, 2015. Lowering the discount rate by 50 basis points would increase the pension liability at December 31, 2015 by approximately $49 million.

The calculation of other postretirement benefit expense and obligations requires the use of a number of assumptions, including the assumed discount rate for measuring future payment obligations and the health care cost trend rate. A one percentage point increase (decrease) in assumed health care trend rates would increase (decrease) our total service and interest cost for the year ended December 31, 2015 by $0.2 million and $(0.2) million, respectively. A decrease in the weighted average discount rate of 50 basis points would increase the postretirement benefit liability by approximately $4 million.

The assumptions used in the actuarial calculation of expenses and liabilities may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact on the amount of pension or postretirement benefit expense we may record in the future.

Legal contingencies : We are involved in a number of legal and regulatory matters including those discussed in Note 12 in the Consolidated Financial Statements. We determine whether an estimated loss from a loss contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We analyze our legal matters based on available information to assess potential liability. We consult with outside counsel involved in our legal matters when analyzing potential outcomes. We cannot determine at this time whether any potential liability related to this litigation would materially affect our financial position, results of operations or cash flows.

Recent Accounting Pronouncements

Recent accounting pronouncements are discussed within Note 1 in the Consolidated Financial Statements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest rate risk

We are exposed to market risk related to our fixed-rate and variable-rate long-term debt. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. Changes in interest rates may affect the market value of our fixed-rate debt. The estimated fair value of our long-term debt and the current portions thereof using quoted market prices of Company debt securities recently traded and market-based prices of similar securities for those securities not recently traded was $866 million at December 31, 2015 and $1,289 million at December 31, 2014 as compared with the carrying value of $1,035 million and $1,259 million at December 31, 2015 and 2014, respectively.

A hypothetical 1% increase in interest rates on variable rate debt would have increased interest expense in 2015 by approximately $3.8 million.

Foreign exchange rate risk

We are subject to exposure from fluctuations in foreign currencies. We use foreign currency exchange contracts to hedge our Canadian subsidiaries’ variability in cash flows from the forecasted payment of currencies other than the functional currency. The Canadian subsidiaries’ foreign currency contracts were principally used to purchase U.S. dollars. We had foreign currency contracts with a U.S. dollar notional amount of $1.6 million outstanding at December 31, 2015 and an asset value of $0.1 million. We do not currently account for these contracts as hedges but rather mark these contracts to market with a corresponding offset to current earnings. For the year ended December 31, 2015, the Company recognized a gain of $0.1 million 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 December 31, 2015 would not have a material effect to the financial statements.

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 of operations until there is a liquidation or sale of those foreign subsidiaries.

Commodity price risk

Metal prices can fluctuate significantly due to several factors including changes in foreign and domestic production capacity, raw material availability, metals consumption and foreign currency rates. Declining metal prices could reduce our revenues, gross profit and net income. From time to time, we may enter into fixed price sales contracts with our customers for certain of our inventory components. We may enter into metal commodity futures and options contracts to reduce volatility in the price of these metals.

As of December 31, 2015, we had 177 tons of nickel futures or option contracts, 15,120 tons of hot roll coil swaps and 13,878 tons of aluminum price swaps outstanding with a net liability value $0.2, a liability value of $1.9 million and a net liability value of $1.1 million, respectively. 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 year ended December 31, 2015, the Company recognized a loss of $11.9 million associated with its metal commodity derivatives.

As of December 31, 2015, we had diesel fuel price swaps with respect to the purchase of 533,000 gallons of diesel fuel in order to fix the prices at which we purchase that volume of fuel for our trucking fleet. We do not currently account for these contracts as hedges, but rather mark these contracts to market with a corresponding offset to current earnings. As of December 31, 2015, our diesel fuel hedges outstanding had a liability value of $0.3 million. For the year ended December 31, 2015, the Company recognized a loss of $0.4 million associated with its diesel fuel commodity derivatives.

A hypothetical strengthening or weakening of 10% in the commodity prices underlying the commodity derivative contracts from the market rate as of December 31, 2015 would increase or decrease the fair value of the commodity derivative contracts by $2.9 million.

ITEM 8.

FINANCIAL STATEMEN TS AND SUPPLEMENTARY DATA.

Index to Consolidated Financial Statements

		Page
Financial Statements
Management’s Report on Internal Control over Financial Reporting		44
Reports of Independent Registered Public Accounting Firm		45
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013		47
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013		48
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013		49
Consolidated Balance Sheets at December 31, 2015 and 2014		50
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2015, 2014 and 2013		51
Notes to Consolidated Financial Statements		52
Financial Statements Schedule
I—Condensed Financial Information of Registrant		91
II—Valuation and Qualifying Accounts		96
All other schedules are omitted because they are not applicable. The required information is shown in the Financial Statements or Notes thereto.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Ryerson Holding Corporation (“the Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements under all potential conditions. Therefore, effective internal control over financial reporting provides only reasonable, and not absolute, assurance with respect to the preparation and presentation of financial statements.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Based on its assessment under that framework and the criteria established therein, the Company’s management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2015.

Ernst & Young LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, 2015, as stated in their report, which is included herein.

R EPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Ryerson Holding Corporation

We have audited the accompanying consolidated balance sheets of Ryerson Holding Corporation and Subsidiary Companies (“the Company”) as of December 31, 2015 and 2014 and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedules listed in the index to the consolidated financial statements. These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows, for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 9, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Chicago, Illinois

March 9, 2016

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Board of Directors and Stockholders of Ryerson Holding Corporation

We have audited Ryerson Holding Corporation and Subsidiary Companies’ (“the Company”) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2015, and our report dated March 9, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Chicago, Illinois

March 9, 2016

RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

	Year Ended December 31,
	2015			2014			2013
Net sales	$	3,167.2		$	3,622.2		$	3,460.3
Cost of materials sold		2,599.5			3,028.4			2,843.7
Gross profit		567.7			593.8			616.6
Warehousing, delivery, selling, general and administrative		450.8			509.2			480.1
Gain on sale of assets		(1.9	)		(1.8	)		—
Restructuring and other charges		2.5			—			1.9
Impairment charges on assets		7.7			—			10.0
Operating profit		108.6			86.4			124.6
Other expense:
Other income and (expense), net		(10.4	)		(5.9	)		(0.2	)
Interest and other expense on debt		(96.3	)		(107.4	)		(110.5	)
Income (loss) before income taxes		1.9			(26.9	)		13.9
Provision (benefit) for income taxes		3.7			(0.7	)		(112.3	)
Net income (loss)		(1.8	)		(26.2	)		126.2
Less: Net loss attributable to noncontrolling interest		(1.3	)		(0.5	)		(1.1	)
Net income (loss) attributable to Ryerson Holding Corporation	$	(0.5	)	$	(25.7	)	$	127.3
Basic and diluted earnings (loss) per share	$	(0.02	)	$	(1.01	)	$	5.99

See Notes to Consolidated Financial Statements

RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

	Year Ended December 31,
	2015			2014			2013
Net income (loss)	$	(1.8	)	$	(26.2	)	$	126.2
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments		(12.9	)		(16.3	)		(12.9	)
Loss on intra-entity foreign currency transactions		(8.6	)		—			—
Unrealized loss on available-for-sale investment		(8.9	)		(9.5	)		—
Other-than-temporary impairment on available-for-sale investment		12.3			—			—
Changes in defined benefit pension and other post-retirement benefit plans		7.8			(130.3	)		126.2
Other comprehensive income (loss), before tax		(10.3	)		(156.1	)		113.3
Income tax provision (benefit) related to items of other comprehensive income (loss)		5.8			(52.8	)		49.5
Comprehensive income (loss), after tax		(17.9	)		(129.5	)		190.0
Less: comprehensive loss attributable to the noncontrolling interest		(1.8	)		(0.6	)		(1.2	)
Comprehensive income (loss) attributable to Ryerson Holding Corporation	$	(16.1	)	$	(128.9	)	$	191.2

See Notes to Consolidated Financial Statements

RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

See Notes to Consolidated Financial Statements

	Year Ended December 31,
	2015			2014			2013
Operating activities:
Net income (loss)	$	(1.8	)	$	(26.2	)	$	126.2
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		43.7			45.6			46.6
Stock-based compensation		0.7			—			—
Deferred income taxes		3.2			(3.5	)		(112.7	)
Provision for allowances, claims and doubtful accounts		2.3			0.7			(0.7	)
Restructuring and other charges		2.5			—			1.9
Gain on sale of assets		(1.9	)		(1.8	)		—
Impairment charges on assets		7.7			—			10.0
Other-than-temporary impairment charge on available-for-sale investments		12.3			—			—
(Gain) Loss on retirement of debt		(0.3	)		11.2			—
Other items		(0.2	)		0.1			0.8
Change in operating assets and liabilities, net of effects of acquisitions:
Receivables		88.0			(19.5	)		9.9
Inventories		178.1			(6.4	)		4.4
Other assets		9.1			2.8			6.3
Accounts payable		(12.4	)		(22.4	)		15.7
Accrued liabilities		(20.0	)		10.3			(3.8	)
Accrued taxes payable/receivable		(1.7	)		3.2			0.8
Deferred employee benefit costs		(50.2	)		(67.4	)		(57.3	)
Net adjustments		260.9			(47.1	)		(78.1	)
Net cash provided by (used in) operating activities		259.1			(73.3	)		48.1
Investing activities:
Acquisitions, net of cash acquired		(8.8	)		(20.1	)		—
(Increase) decrease in restricted cash		0.8			(0.2	)		2.1
Capital expenditures		(22.3	)		(21.6	)		(20.2	)
Proceeds from sale of property, plant and equipment		10.4			7.3			4.6
Proceeds from insurance settlement		0.6			0.6			—
Other investing activities		1.3			—			—
Net cash used in investing activities		(18.0	)		(34.0	)		(13.5	)
Financing activities:
Net proceeds from issuance of common stock		—			112.4			—
Repayment of debt		(59.9	)		(110.7	)		—
Net proceeds/(repayments) of short-term borrowings		(164.4	)		63.8			(10.6	)
Long-term debt issuance costs		—			—			(0.9	)
Credit facility issuance costs		(4.0	)		—			(3.7	)
Net increase (decrease) in book overdrafts		(3.5	)		36.0			(4.4	)
Principal payments on capital lease obligations		(2.1	)		(1.0	)		(0.4	)
Proceeds from sale leaseback transactions		1.7			—			—
Acquisition of treasury stock		—			—			(6.6	)
Net cash provided by (used in) financing activities		(232.2	)		100.5			(26.6	)
Net increase (decrease) in cash and cash equivalents		8.9			(6.8	)		8.0
Effect of exchange rate changes on cash and cash equivalents		(5.7	)		(7.6	)		(4.8	)
Net change in cash and cash equivalents		3.2			(14.4	)		3.2
Cash and cash equivalents—beginning of period		60.0			74.4			71.2
Cash and cash equivalents—end of period	$	63.2		$	60.0		$	74.4
Supplemental disclosures:
Cash paid during the period for:
Interest paid to third parties	$	86.5		$	100.3		$	103.3
Income taxes, net		3.2			1.6			1.2
Noncash investing activities:
Asset additions under capital leases	$	11.5		$	5.1		$	1.5

RYERSON HO LDING CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)

	At December 31,
	2015			2014
Assets
Current assets:
Cash and cash equivalents	$	63.2		$	60.0
Restricted cash (Note 4)		1.2			2.0
Receivables less provision for allowances, claims and doubtful accounts of $5.2 in 2015 and $5.3 in 2014		305.7			400.8
Inventories (Note 5)		555.8			738.9
Prepaid expenses and other current assets		32.8			39.7
Total current assets		958.7			1,241.4
Property, plant and equipment, net of accumulated depreciation (Note 6)		400.3			428.2
Deferred income taxes (Note 18)		31.8			27.4
Other intangible assets (Note 7)		46.2			50.9
Goodwill (Note 8)		103.2			102.7
Deferred charges and other assets		16.0			22.0
Total assets	$	1,556.2		$	1,872.6
Liabilities
Current liabilities:
Accounts payable	$	206.3		$	220.8
Accrued liabilities:
Salaries, wages and commissions		26.3			45.1
Interest on debt		15.6			17.1
Other accrued liabilities		36.4			34.8
Short-term debt (Note 10)		22.0			66.6
Current portion of deferred employee benefits		9.1			11.1
Total current liabilities		315.7			395.5
Long-term debt (Note 10)		1,012.5			1,192.5
Deferred employee benefits (Note 11)		327.7			385.2
Other noncurrent liabilities		41.1			22.9
Total liabilities		1,697.0			1,996.1
Commitments and contingencies (Note 12)
Redeemable noncontrolling interest (Note 15)		0.1			1.0
Equity
Ryerson Holding Corporation stockholders’ equity (deficit):
Preferred stock, $0.01 par value; 7,000,000 shares authorized and no shares issued at 2015 and 2014		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized and 32,312,200 shares issued at 2015; 100,000,000 shares authorized and 32,250,000 issued at 2014		0.3			0.3
Capital in excess of par value		302.6			302.0
Accumulated deficit		(130.9	)		(130.4	)
Treasury stock at cost – Common stock of 212,500 shares in 2015 and 2014		(6.6	)		(6.6	)
Accumulated other comprehensive loss		(307.0	)		(291.4	)
Total Ryerson Holding Corporation stockholders’ equity (deficit)		(141.6	)		(126.1	)
Noncontrolling interest		0.7			1.6
Total equity (deficit)		(140.9	)		(124.5	)
Total liabilities and equity	$	1,556.2		$	1,872.6

See Notes to Consolidated Financial Statements

RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except shares in thousands)

	Ryerson Holding Corporation Stockholders
															Accumulated Other Comprehensive Income (Loss)
	Common Stock				Treasury Stock					Capital in Excess of Par Value		Accumulated Deficit			Foreign Currency Translation			Benefit Plan Liabilities			Unrealized Gain (Loss) on Available-For- Sale Investments			Non- controlling Interest			Total Equity			Redeemable Non- controlling Interest
	Shares		Dollars		Shares		Dollars			Dollars		Dollars			Dollars			Dollars			Dollars			Dollars			Dollars			Dollars
Balance at January 1, 2013		21,250	$	0.2		—	$	—		$	189.7	$	(232.0	)	$	(3.8	)	$	(251.6	)	$	3.3		$	2.7		$	(291.5	)	$	1.7
Net income (loss)		—		—		—		—			—	127.3				—			—			—			(0.9	)		126.4			(0.2	)
Foreign currency translation		—		—		—		—			—		—			(12.8	)		—			—		0.1				(12.7	)		(0.2	)
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $49.5		—		—		—		—			—		—			—			76.7			—			—			76.7			—
Acquisition of treasury stock		—		—		213		(6.6	)		—		—			—			—			—			—			(6.6	)		—
Balance at December 31, 2013		21,250	$	0.2		213	$	(6.6	)	$	189.7	$	(104.7	)	$	(16.6	)	$	(174.9	)	$	3.3		$	1.9		$	(107.7	)	$	1.3
Net income (loss)		—		—		—		—			—		(25.7	)		—			—			—			(0.3	)		(26.0	)		(0.2	)
Issuance of common stock in connection with initial public offering		11,000		0.1		—		—			112.3		—			—			—			—			—		112.4				—
Foreign currency translation		—		—		—		—			—		—			(16.2	)		—			—			—			(16.2	)		(0.1	)
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $49.4		—		—		—		—			—		—			—			(80.9	)		—			—			(80.9	)		—
Unrealized loss on available-for-sale investment, net of tax of $3.4		—		—		—		—			—		—			—			—			(6.1	)		—			(6.1	)		—
Balance at December 31, 2014		32,250	$	0.3		213	$	(6.6	)	$	302.0	$	(130.4	)	$	(32.8	)	$	(255.8	)	$	(2.8	)	$	1.6		$	(124.5	)	$	1.0
Net income (loss)		—		—		—		—			—		(0.5	)		—			—			—			(0.7	)		(1.2	)		(0.6	)
Foreign currency translation		—		—		—		—			—		—			(12.4	)		—			—			(0.2	)		(12.6	)		(0.3	)
Loss on intra-entity foreign currency transactions		—		—		—		—			—		—			(8.6	)		—			—			—			(8.6	)		—
Changes in defined benefit pension and other post-retirement benefit plans, net of tax of $4.5		—		—		—		—			—		—			—			3.3			—			—			3.3			—
Unrealized loss on available-for-sale investment, net of tax of $3.4		—		—		—		—			—		—			—			—			(5.5	)		—			(5.5	)		—
Other-than-temporary impairment, net of tax of $4.7		—		—		—		—			—		—			—			—			7.6			—			7.6			—
Stock-based compensation expense		62		—		—		—			0.6		—			—			—			—			—			0.6			—
Balance at December 31, 2015		32,312	$	0.3		213	$	(6.6	)	$	302.6	$	(130.9	)	$	(53.8	)	$	(252.5	)	$	(0.7	)	$	0.7		$	(140.9	)	$	0.1

See Notes to Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Summary of Accounting and Financial Policies

Business Description and Basis of Presentation. Ryerson Holding Corporation (“Ryerson Holding”), a Delaware corporation, is the parent company of Joseph T. Ryerson & Son, Inc. (“JT Ryerson”), a Delaware corporation. On December 17, 2014, Ryerson Inc., formerly a direct, wholly-owned subsidiary of Ryerson Holding, merged with and into JT Ryerson which was previously an indirect, wholly-owned subsidiary of Ryerson Holding, with JT Ryerson as the surviving corporation. As a result of such merger, from and after December 17, 2014, JT Ryerson has been a direct, wholly-owned subsidiary of Ryerson Holding. Affiliates of Platinum Equity, LLC (“Platinum”) own approximately 21,037,500 shares of our common stock, which is approximately 66% of our issued and outstanding common stock. Ryerson conducts materials distribution operations in the United States through JT Ryerson, in Canada through its indirect wholly-owned subsidiary Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada”) and in Mexico through its 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 distribution operations in China through Ryerson China Limited (“Ryerson China”), a company in which we have a 100% ownership percentage, and in Brazil through Açofran Aços e Metais Ltda (“Açofran”), a company in which we have a 50% direct ownership percentage. Unless the context indicates otherwise, Ryerson Holding, JT Ryerson, Ryerson Canada, Ryerson China, Ryerson Mexico and Açofran together with their subsidiaries (including Ryerson Inc. prior to its dissolution through merger), are collectively referred to herein as “Ryerson,” “we,” “us,” “our,” or the “Company.”

Principles of Consolidation. The Company consolidates entities in which it owns or controls more than 50% of the voting shares. All significant intercompany balances and transactions have been eliminated in consolidation.

Business Segments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, “ Segment Reporting ” (“ASC 280”), establishes standards for reporting information on operating segments in interim and annual financial statements. Our Chief Executive Officer, together with our Board of Directors, serve as our Chief Operating Decision Maker (“CODM”). Our CODM reviews our financial information for purposes of making operational decisions and assessing financial performance. The CODM views our business globally as metals service centers. We have one operating and reportable segment, metal service centers, in accordance with the criteria set forth in ASC 280.

Use of Estimates . The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related notes to the financial statements. Changes in such estimates may affect amounts reported in future periods.

Reclassifications. Certain deferred tax balances have been reclassified to conform to the 2015 presentation in accordance with Accounting Standards Update (“ASU”) 2015-17, “Income Taxes, (Topic 740): Balance Sheet Classification of Deferred Taxes.”

Equity Investments. Investments in affiliates in which the Company’s ownership is 20% to 50% are accounted for by the equity method. Equity income is reported in “Other income and (expense), net” in the Consolidated Statements of Operations. Equity income during the years ended December 31, 2015, 2014 and 2013 totaled $0.2 million, $0.3 million, and $0.3 million, respectively.

Revenue Recognition. Revenue is recognized in accordance with FASB ASC 605, “ Revenue Recognition .” Revenue is recognized upon delivery of product to customers. Revenue is recorded net of returns, allowances, customer discounts and incentives. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis.

Provision for allowances, claim s and doubtful accounts . We perform ongoing credit evaluations of customers and set credit limits based upon review of the customers’ current credit information and payment history. The Company monitors customer payments and maintains a provision for estim ated credit losses based on historical experience and specific customer collection issues that the Company has identified. Estimation of such losses requires adjusting historical loss experience for current economic conditions and judgments about the proba ble effects of economic conditions on certain customers. The Company cannot guarantee that the rate of future credit losses will be similar to past experience. Provisions for allowances and claims are based upon historical rates, expected trends and estima tes 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.

Shipping and Handling Fees and Costs. Shipping and handling fees billed to customers are classified in “Net Sales” in our Consolidated Statement of Operations. Shipping and handling costs, primarily distribution costs, are classified in “Warehousing, delivery, selling, general and administrative” expenses in our Consolidated Statement of Operations. These costs totaled $ 77.8 million, $84.5 million and $84.7 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Benefits for Retired Employees. The Company recognizes the funded status of its defined benefit pension and other postretirement plans in the Consolidated Balance Sheets, with changes in the funded status recognized through accumulated other comprehensive income (loss), net of tax, in the year in which the changes occur. The estimated cost of the Company’s defined benefit pension plan and its postretirement medical benefits are determined annually after considering information provided by consulting actuaries. Key factors used in developing estimates of these liabilities include assumptions related to discount rates, rates of return on investments, future compensation costs, healthcare cost trends, benefit payment patterns and other factors. The cost of these benefits for retirees is accrued during their term of employment. Pensions are funded primarily in accordance with the requirements of the Employee Retirement Income Security Act (“ERISA”) of 1974 and the Pension Protection Act of 2006 into a trust established for the Ryerson Pension Plan. Costs for retired employee medical benefits are funded when claims are submitted. Certain salaried employees are covered by a defined contribution plan, for which the cost is expensed in the period earned.

Cash Equivalents. Cash equivalents reflected in the financial statements are highly liquid, short-term investments with original maturities of three months or less. Checks issued in excess of funds on deposit at the bank represent “book” overdrafts and are reclassified to accounts payable. Amounts reclassified totaled $65.7 million and $69.1 million at December 31, 2015 and 2014, respectively.

Inventory Valuation . Inventories are stated at the lower of cost or market value. We use the last-in, first-out (“LIFO”) method for valuing our domestic inventories. We use the weighted-average cost and the specific cost methods for valuing our foreign inventories.

Property, Plant and Equipment. Property, plant and equipment, including land use rights, are depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The provision for depreciation in all periods presented is based on the following estimated useful lives of the assets:

Land improvements		20 years
Buildings		45 years
Machinery and equipment		10-15 years
Furniture and fixtures		10 years
Transportation equipment		3-6 years
Land use rights		50 years

Expenditures for normal repairs and maintenance are charged against income in the period incurred.

Goodwill. In accordance with FASB ASC 350, “ Intangibles – Goodwill and Other ” (“ASC 350”), goodwill is reviewed at least annually for impairment or whenever indicators of potential impairment exist. We test for impairment of goodwill by assessing various qualitative factors with respect to developments in our business and the overall economy and calculating the fair value of a reporting unit using the discounted cash flow method, as necessary. If we determine that it is more likely than not that the fair value of a reporting unit is less than the carrying value based on our qualitative assessment, we will proceed to the two-step goodwill impairment test. In step one, we compare the fair value of the reporting unit in which goodwill resides to its carrying value. If the carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step, the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair value of all other net tangible and intangible assets of the reporting unit. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying

amount of the goodwill. The fair value of the reporting units are estimated using a combination of an income approach and a market approach as this combination is deemed to be the most indicative of fair value in an orderly transaction between market participants.

Long-lived Assets and Other Intangible Assets . Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment is recognized. Any related impairment loss is calculated based upon comparison of the fair value to the carrying value of the asset. Separate intangible assets that have finite useful lives are amortized over their useful lives. An impaired intangible asset would be written down to fair value, using the discounted cash flow method.

Deferred Financing Costs. Deferred financing costs associated with the issuance of debt are being amortized using the effective interest method over the life of the debt.

Income Taxes. Deferred tax assets or liabilities reflect temporary differences between amounts of assets and liabilities for financial and tax reporting. Such amounts are adjusted, as appropriate, to reflect changes in enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is established to offset any deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The determination of the amount of a valuation allowance to be provided on recorded deferred tax assets involves estimates regarding (1) the timing and amount of the reversal of taxable temporary differences, (2) expected future taxable income, (3) the impact of tax planning strategies and (4) the ability to carry back tax losses to offset prior taxable income. In assessing the need for a valuation allowance, the Company considers all available positive and negative evidence, including past operating results, projections of future taxable income and the feasibility of ongoing tax planning strategies. The projections of future taxable income include a number of estimates and assumptions regarding volume, pricing, costs and industry cyclicality.

Significant judgment is required in determining income tax provisions and in evaluating tax positions. In the normal course of business, the Company and its subsidiaries are examined by various federal, state and foreign tax authorities. The Company records the impact of a tax position, if that position is more likely than not to be sustained on audit, based on the technical merits of the position. The Company regularly assesses the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, the current tax liability and deferred taxes in the period in which the facts that give rise to a revision become known.

The Company recognizes the benefit of tax positions when a benefit is more likely than not (i.e., greater than 50% likely) to be sustained on its technical merits. Recognized tax benefits are measured at the largest amount that is more likely than not to be sustained, based on cumulative probability, in final settlement of the position. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Earnings Per Share Data. Basic earnings (loss) per share (“EPS”) is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by giving effect to all dilutive potential common shares that were outstanding during the period. Basic earnings (loss) per share excludes the dilutive effect of common stock equivalents such as stock options and warrants, while diluted earnings (loss) per share, assuming dilution, includes such dilutive effects.

Foreign Currency. The Company translates assets and liabilities of its foreign subsidiaries, where the functional currency is the local currency, into U.S. dollars at the current rate of exchange on the last day of the reporting period. Revenues and expenses are translated at the average monthly exchange rates prevailing during the year.

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income (loss) for the year. The Company recognized $3.3 million, $5.3 million, and $3.7 million of exchange gains for the years ended December 31, 2015, 2014 and 2013, respectively. These amounts are primarily classified in “Other income and (expense), net” in our Consolidated Statements of Operations.

Recent Accounting Pronouncements

In April 2014, the FASB issued ASU 2014-08 “ Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity .” This update amends the criteria for reporting discontinued operations to, among other things, raise the threshold for disposals to qualify as discontinued operations. Under the revised standard, a discontinued operation must represent a strategic shift that has or will have a major effect on an entity’s operations and financial results. The revised standard will also allow an entity to have certain continuing cash flows or involvement with the component after the disposal. This update is effective for interim and annual reporting periods, beginning after December 15, 2014, with early adoption permitted. We adopted this guidance for our fiscal year beginning January 1, 2015. The adoption did not have a material impact on our financial statements.

In May 2014, the FASB issued ASU 2014-09 “ Revenue from Contracts with Customers ”, which creates ASC 606 “ Revenue from Contracts with Customers ” and supersedes the revenue recognition requirements in ASC 605 “ Revenue Recognition ”. The update outlines a comprehensive model for all entities to use in accounting for revenue arising from contracts with customers as well as required disclosures. Entities have the option of using either a full retrospective or modified approach to adopt the new guidance. This update is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted. We will adopt this guidance for our fiscal year beginning January 1, 2018. We are still assessing the impact of adoption on our consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15 “ Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ” The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early adoption is permitted. We will adopt this guidance for our fiscal year ending December 31, 2016. The adoption of this guidance is not expected to have an impact on our financial statements.

In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” The update requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. If the Company adopted this guidance as of December 31, 2015, the impact of the ASU would result in the reclassification of approximately $ 11 million of capitalized debt issuance costs from non-current deferred charges and other assets to long-term debt. We will adopt this guidance for our fiscal year beginning January 1, 2016.

In April 2015, the FASB issued ASU 2015-05, “ Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement .” The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the update specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. The update further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. ASU 2015-05 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. We will adopt this guidance for our fiscal year beginning January 1, 2016. The adoption of this guidance is not expected to have an impact on our financial statements.

In May 2015, the FASB issued ASU 2015-07, “ Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). ” The update rem oves the requirement within ASC 820 “ Fair Value Measurement” to categorize investments for which the fair value is measured using the net asset value per share within the fair value hierarchy. Disclosure of the fair value of the investments measured using the net asset value per share is still required in order to permit reconciliation of the fair value of investments included in the fair value hierarchy to the line items presented in the financial statements. ASU 2015-07 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. The ASU requires retrospective application and early adoption is permitted. We adopt ed this guidance for our annual period ending December 31, 2015. The guidance i mpact ed our disclosures by removing the categorization of our pension investments valued using the net asset value per share from the fair value hierarchy .

In September 2015, the FASB issued ASU 2015-16, “ Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments. ” The amendment eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead the acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The update is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. We will adopt this guidance for our fiscal year beginning January 1, 2016. The adoption of this guidance is not expected to have a material impact on our financial statements on prior acquisitions.

In November 2015, the FASB issued ASU 2015-17, “ Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ” Current generally accepted accounting principles requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. The amendment requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The update is effective for annual periods, including interim periods within those annual periods beginning after December 15, 2016, and interim periods within those annual periods. The amendment may be early adopted and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We adopted this guidance on a retrospective basis to the annual period ended December 31, 2014. This adoption resulted in the reclassification of $106.7 million of current deferred tax liabilities to noncurrent deferred tax assets.

In January 2016, the FASB issued ASU 2016-01, " Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. " The amendments in ASU 2016-01 change the accounting for non-consolidated equity investments that are not accounted for under the equity method of accounting by requiring changes in fair value to be recognized in net income. Under current guidance, changes in fair value for investments of this nature are recognized in accumulated other comprehensive income as a component of stockholders’ equity. Additionally, ASU 2016-01 simplifies the impairment assessment of equity investments without readily determinable fair values; requires entities to use the exit price when estimating the fair value of financial instruments; and modifies various presentation disclosure requirements for financial instruments. The update is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. We will adopt this guidance for our fiscal year beginning January 1, 2018. We are still assessing the impact of adoption on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “ Leases ” codified in ASC 842, “ Leases ”. The guidance requires that lessees will be required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The amendment also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. The update is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. We will adopt this guidance for our fiscal year beginning January 1, 2019. We are still assessing the impact of adoption on our consolidated financial statements.

Note 2: Revision of Prior Period Consolidated Financial Statements

The Company identified an error related to the depreciation expense of property, plant and equipment associated with the acquisition of one of our foreign subsidiaries. The error resulted in the overstatement of depreciation expense and the understatement of net income. In addition, our property, plant and equipment, net of accumulated depreciation was understated and our accumulated deficit balance in equity was overstated.

The Company assessed the materiality of the accumulated depreciation error on its consolidated financial statements for the year ended December 31, 2015 in accordance with SEC Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”) and concluded that the impact of such adjustments would have been material to its consolidated financial statements had they been corrected in their entirety in 2015 . The Company also concluded that, had the error been corrected within its consolidated financial statements for the years ended December 31, 2014 and 2013, the impact of the adjustment would not have been material to those periods.

Therefore, the cumulative error as of January 1, 2013 has been recorded as an opening a djustment of $2.4 million on the Consolidated Statements of Stockholders’ Equity.

The impact of the error on the Consolidated Statements of Stockholders’ Equity at December 31, 2012, 2013 and 2014 is as follows:

	Previously Reported			Adjustment		As Revised
	(In millions)
Changes to accumulated deficit
Balance at December 31, 2012	$	(234.4	)	$	2.4	$	(232.0	)
Balance at December 31, 2013		(107.1	)		2.4		(104.7	)
Balance at December 31, 2014		(132.8	)		2.4		(130.4	)

Additionally, the impact of the error on the December 31, 2014 Consolidated Balance Sheet is as follows:

				December 31, 2014
	Previously Reported			Adjustment		As Revised
	(In millions)
Property, plant and equipment, net of accumulated depreciation	$	425.8		$	2.4	$	428.2
Total assets		1,870.2			2.4		1,872.6
Accumulated deficit		(132.8	)		2.4		(130.4	)
Total equity (deficit)		(126.9	)		2.4		(124.5	)
Total liabilities and equity		1,870.2			2.4		1,872.6

The Consolidated Statements of Operations for the years ended December 31, 2014 and 2013 have not been adjusted as the impact of the correction of the error on net income (loss) is not material to those consolidated financial statements and would not have changed their trend. Thus, the impact of those years was corrected in the Consolidated Statement of Operations for the year ended December 31, 2015. In considering whether the Company should amend its previously filed Form 10-K for 2013 and 2014, the Company’s evaluation of SAB 99 considered that the aggregate impact of the accumulated depreciation adjustment was not material to the Company’s income (loss) before income taxes and net income (loss), had no impact on operating cash flows, and had an insignificant impact on the Consolidated Balance Sheets. In aggregate, the Company does not believe it is probable that the views of a reasonable investor would have changed by the correction of this item in the 2014 or 2013 consolidated financial statements in an amended Form 10-K. Accordingly, the correction of the error was made to the December 31, 2014 Consolidated Balance Sheet and the Consolidated Statement of Stockholders’ Equity as described above using the SAB 108 approach.

Note 3: Acquisitions

Southern Tool Steel

On August 3, 2015, the Company acquired all of the issued and outstanding capital stock of Southern Tool Steel, Inc. (“Southern Tool”). Southern Tool is a distributor of long products, predominantly processed bars and tool steel, and is based in Chattanooga, TN. The acquisition is not material to our consolidated financial statements.

Fay Industries

On December 31, 2014, the Company acquired all of the issued and outstanding capital stock of Fay Industries, Inc. and the membership interests of Fay Group, Ltd. (collectively, “Fay”). Fay is a distributor of long products, predominantly processed bars, and is based in Strongsville, Ohio. The acquisition is not material to our consolidated financial statements.

Note 4: Restricted Cash

We have cash restricted for purposes of covering letters of credit that can be presented for potential insurance claims, which totaled $1.1 million and $1.4 million as of December 31, 2015 and 2014, respectively. As part of one of our note indentures, proceeds from the sale of property, plant, and equipment are deposited in a restricted cash account. Cash can be withdrawn from this restricted account upon meeting certain requirements. The balance in this account was zero and $0.6 million at December 31, 2015 and 2014,

respectively . Certain of our derivative agreements require cash deposits until the derivative is settled. The amount of cash held related to derivative agreements was $ 0.1 million and zero at December 31, 2015 and 2014, respectively.

Note 5: Inventories

Inventories, at stated LIFO value, were classified at December 31, 2015 and 2014 as follows:

	At December 31,
	2015		2014
	(In millions)
In process and finished products	$	555.8	$	738.9

If current cost had been used to value inventories, such inventories would have been $122 million lower and $25 million lower than reported at December 31, 2015 and 2014, respectively. Approximately 91% and 90% of inventories are accounted for under the LIFO method at December 31, 2015 and 2014, respectively. Non-LIFO inventories consist primarily of inventory at our foreign facilities using the weighted-average cost and the specific cost methods. Substantially all of our inventories consist of finished products.

Inventories are stated at the lower of cost or market value. We record amounts required, if any, to reduce the carrying value of inventory to its lower of cost or market as a charge to cost of materials sold. Due to the decline in metals prices we recorded a lower of cost or market charge of $37.9 million to cost of materials sold to reflect this lower value at December 31, 2015. There was no lower of cost or market charge recorded in 2014.

The Company has consignment inventory at certain customer locations, which totaled $9.9 million and $10.0 million at December 31, 2015 and 2014, respectively.

Note 6: Property, Plant and Equipment

Property, plant and equipment consisted of the following at December 31, 2015 and 2014:

	At December 31,
	2015			2014
	(In millions)
Land and land improvements	$	90.8		$	98.2
Buildings and leasehold improvements		190.8			195.9
Machinery, equipment and other		367.5			356.0
Construction in progress		5.4			4.4
Total		654.5			654.5
Less: Accumulated depreciation		(254.2	)		(226.3	)
Net property, plant and equipment	$	400.3		$	428.2

The Company recorded $7.5 million, zero, and $3.2 million of impairment charges in 2015, 2014 and 2013, respectively, related to fixed assets. Of the $7.5 million of impairment charges recorded in 2015, $4.6 million related to certain assets that we determined did not have a recoverable carrying value based on projected undiscounted cash flows and $2.9 million related to certain assets held for sale in order to recognize the assets at their fair value less cost to sell in accordance with FASB ASC 360-10-35-43, “ Property, Plant and Equipment – Other Presentation Matters .” The $3.2 million of impairment charges recorded in 2013 related to certain assets held for sale in order to recognize the assets at their fair value less cost to sell. The fair values of each property were determined based on appraisals obtained from a third party, pending sales contracts or recent listing agreements with third party brokerage firms. The Company recognized gains on the sale of assets classified as held for sale of $1.9 million and $1.8 million for the years ended December 31, 2015 and 2014, respectively. The Company had $4.2 million and $2.5 million of assets held for sale, classified within “Prepaid expenses and other current assets” as of December 31, 2015 and 2014, respectively.

Note 7 : Intangible Assets

The following summarizes the components of intangible assets at December 31, 2015 and 2014:

	At December 31, 2015							At December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
	(In millions)
Amortized intangible assets
Customer relationships	$	51.6	$	(21.6	)	$	30.0	$	50.7	$	(17.4	)	$	33.3
Developed technology / product know-how		1.9		(1.9	)		—		1.9		(1.7	)		0.2
Non-compete agreements		1.6		(1.3	)		0.3		1.5		(1.1	)		0.4
Trademarks		21.9		(6.2	)		15.7		21.3		(4.6	)		16.7
Licenses		0.5		(0.3	)		0.2		0.5		(0.2	)		0.3
Total intangible assets	$	77.5	$	(31.3	)	$	46.2	$	75.9	$	(25.0	)	$	50.9

Amortization expense related to intangible assets for the years ended December 31, 2015, 2014 and 2013 was $ 6.3 million, $5.8 million and $6.1 million, respectively. Included within the $6.3 million of amortization expense in 2015 is $0.2 million of impairment charges the Company recorded in accordance with FASB ASC 360-10, “Impairment and Disposal of Long-Lived Assets,” as the carrying amount of certain intangible assets was not recoverable and the carrying amount exceeded fair value.

Intangible assets are amortized over a period between 2 and 20 years (weighted average of 13 years). Estimated amortization expense related to intangible assets at December 31, 2015, for each of the years in the five year period ending December 31, 2020 and thereafter is as follows:

	Estimated Amortization Expense
	(In millions)
For the year ended December 31, 2016	$	5.4
For the year ended December 31, 2017		5.1
For the year ended December 31, 2018		4.9
For the year ended December 31, 2019		4.7
For the year ended December 31, 2020		4.4
For the years ended thereafter		21.7

Note 8: Goodwill

The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014:

	Cost			Accumulated Impairment			Carrying Amount
				(In millions)
Balance at January 1, 2014	$	99.9		$	(8.3	)	$	91.6
Acquisitions		11.1			—		$	11.1
Balance at December 31, 2014	$	111.0		$	(8.3	)	$	102.7
Acquisitions		1.8			—			1.8
Changes in purchase price allocation		(1.3	)		—			(1.3	)
Balance at December 31, 2015	$	111.5		$	(8.3	)	$	103.2

In 2015, the Company recognized $1.8 million of goodwill related to the Southern Tool acquisition, which will be deductible for income tax purposes. In 2015, the Company made $1.3 million of adjustments related to the Fay acquisition.

In 2014, the Company recognized $11.1 million of goodwill related to the Fay acquisition, which is not deductible for income tax purposes.

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. Based on our October 1, 2015 annual goodwill impairment test, we determined there was no goodwill impairment in 2015.

Note 9: Restructuring and Other Charges

The following summarizes restructuring accrual activity for the years ended December 31, 2015, 2014 and 2013:

	Employee Related Costs			Tenancy and Other Costs			Total Restructuring Costs
	(In millions)
Balance at January 1, 2013	$	1.0		$	—		$	1.0
Restructuring charges		—			2.1			2.1
Reduction to reserve		(0.2	)		—			(0.2	)
Cash payments		(0.7	)		(0.5	)		(1.2	)
Balance at December 31, 2013	$	0.1		$	1.6		$	1.7
Reduction to reserve		—			(0.1	)		(0.1	)
Cash payments		(0.1	)		(0.7	)		(0.8	)
Changes due to foreign currency translations		—			(0.1	)		(0.1	)
Balance at December 31, 2014	$	—		$	0.7		$	0.7
Restructuring charges		2.2			0.3			2.5
Cash payments		(0.8	)		(0.4	)		(1.2	)
Adjustments for pension and other post-retirement termination non-cash charges		(0.2	)		—			(0.2	)
Changes due to foreign currency translations		—			(0.1	)		(0.1	)
Balance at December 31, 2015	$	1.2		$	0.5		$	1.7

2015

2014

2013

Note 10 : Debt

Long-term debt consisted of the following at December 31, 2015 and 2014:

	At December 31,
	2015		2014
	(In millions)
Ryerson Credit Facility	$	272.2	$	435.0
9% Senior Secured Notes due 2017		569.9		600.0
11.25% Senior Notes due 2018		170.4		200.5
Foreign debt		22.0		23.6
Total debt		1,034.5		1,259.1
Less:
Short-term credit facility borrowings		—		43.0
Short-term foreign debt		22.0		23.6
Total long-term debt	$	1,012.5	$	1,192.5

The principal payments required to be made on debt during the next five fiscal years are shown below:

	Amount
	(In millions)
For the year ended December 31, 2016	$	22.0
For the year ended December 31, 2017		842.1
For the year ended December 31, 2018		170.4
For the year ended December 31, 2019		—
For the year ended December 31, 2020		—
For the years ended thereafter		—

Ryerson Credit Facility

On July 24, 2015, Ryerson terminated its $1.35 billion revolving credit facility agreement and entered into a new $1.0 billion revolving credit agreement (the “Ryerson Credit Facility”). Borrowings under the Ryerson Credit Facility were used to repay indebtedness under the Old Credit Facility. The Ryerson Credit Facility has a maturity date of the earlier of (a) July 24, 2020 or (b) 60 days prior to the stated maturity of any outstanding indebtedness with a principal amount of $50,000,000 or more. As a result of the Ryerson Credit Facility, the Company recorded a $2.9 million charge in the third quarter of 2015 to write-off a portion of the issuance costs associated with the Old Credit Facility.

The total $1.0 billion revolving credit facility has an allocation of $940 million to the Company’s subsidiaries in the United States and an allocation of $60 millio n 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%) or (B) a LIBOR rate 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 plu s 0.50%, Bank of America-Canada Branch’s “base rate” for pricing loans in U.S. Dollars made at its “base rate” and the 30 day LIBOR rate plus 1.00%), (B) the prime rate (the greatest of the Bank of Canada overnight rate plus 0.50%, Bank of America-Canada B ranch’s “prime rate” for commercial loans made by it in Canada in Canadian Dollars and the one-month Canadian bankers’ acceptance rate plus 1.00%) or (C) the bankers’ acceptance rate. The spread over the base rate and prime rate is between 0.25% and 0.75% and the spread over the LIBOR and for the bankers’ acceptances is between 1.25% and 1.75%, depending on the amount available to be borrowed under the Ryerson Credit Facility. Overdue amounts and all amounts owed during the existence of a default bear inter est at 2% above the rate otherwise applicable thereto. Ryerson also pays commitment fees on amounts not borrowed at a rate of 0.25%.

2017 and 2018 Notes

On October 10, 2012, JT Ryerson issued $600 million in aggregate principal amount of the 2017 Notes (the “2017 Notes”) and $300 million in aggregate principal amount of the 2018 Notes (together with the 2017 Notes, the “2017 and 2018 Notes”). The 2017 Notes bear interest at a rate of 9% per annum. The 2018 Notes bear interest at a rate of 11.25% per annum. The 2017 Notes are fully and unconditionally guaranteed on a senior secured basis and the 2018 Notes are fully and unconditionally guaranteed on a senior unsecured 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 2017 Notes and related guarantees are secured by a first-priority lien on substantially all of our and our guarantors’ present and future assets located in the United States (other than receivables, inventory, related general intangibles, certain other assets and proceeds thereof), subject to certain exceptions and customary permitted liens. The 2017 Notes and related guarantees are secured on a second-priority basis by a lien on the assets that secure our obligations under the Ryerson Credit Facility. The 2018 Notes are not secured. The 2017 and 2018 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 future net income, once prior losses are offset.

The 2017 Notes became redeemable by the Company, in whole or in part on April 15, 2015 (t he “2017 Redemption Date”) and the 2018 Notes became redeemable, in whole or in part, on October 15, 2015 (the “2018 Redemption Date”), in each case at specified redemption prices. On August 13, 2014, Ryerson Holding completed an initial public offering of 11 million shares of common stock at a price to the public of $11.00 per share. Net proceeds from the offering were used to redeem $99.5 million in aggregate principal amount of the 2018 Notes and pay redemption prem iums of $11.2 million, which were recorded within other income and (expense), net. If a change of control occurs, JT Ryerson must offer to purchase the 2017 and 2018 Notes at 101% of their principal amount, plus accrued and unpaid interest.

Foreign Debt

Note 11: Employee Benefits

The Company accounts for its pension and postretirement plans in accordance with FASB ASC 715, “ Compensation – Retirement Benefits ” (“ASC 715”). In addition to requirements for an employer to recognize in its Consolidated Balance Sheet an asset for a plan’s overfunded status or a liability for a plan’s underfunded status and to recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur, ASC 715 requires an employer to measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year.

Prior to January 1, 1998, the Company’s non-contributory defined benefit pension plan covered certain employees, retirees and their beneficiaries. Benefits provided to participants of the plan were based on pay and years of service for salaried employees and years of service and a fixed rate or a rate determined by job grade for all wage employees, including employees under collective bargaining agreements.

Effective January 1, 1998, the Company froze the benefits accrued under its defined benefit pension plan for certain salaried employees and instituted a defined contribution plan. Effective March 31, 2000, benefits for certain salaried employees of J. M. Tull Metals Company and AFCO Metals, subsidiaries that were merged into JT Ryerson, were similarly frozen, with the employees becoming participants in the Company’s defined contribution plan. Salaried employees who vested in their benefits accrued under the defined benefit plan at December 31, 1997 and March 31, 2000, are entitled to those benefits upon retirement. For the years ended December 31, 2015, 2014 and 2013, expense recognized for its defined contribution plans was $5.9 million, $6.8 million and $6.9 million, respectively.

In September 2014, the Company amended the plan design of one of its post-retirement medical plans for a significant number of its U.S. retirees, effectively moving a number of participants from a company-sponsored group plan to a defined contribution plan. We completed a remeasurement of the plan as of the announcement date as a result of the plan amendment. The effect of the plan amendment was a reduction of $5.1 million in the accumulated postretirement benefit obligation.

In the fourth quarter of 2015, we changed the method we use to estimate the service and interest components of net periodic benefit cost for the pension and other postretirement benefits starting in 2016. This change compared to the previous method will result in a decrease of $8.4 million in the service and interest components for pension cost in 2016. Historically, we estimated these service and interest cost components utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. We have elected to utilize a full yield curve approach in the estimation of these

components by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. We have made this change to provide a more precise measurement of service and interest co sts by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. This change does not affect the measurement of our total benefit obligations. We have accounted for this change as a change in accounting estimate that is inseparable from a change in accounting principle and accordingly have accounted for it prospectively.

The Company has other deferred employee benefit plans, including supplemental pension plans, the liability for which totaled $17.1 million and $18.5 million at December 31, 2015 and 2014, respectively.

Summary of Assumptions and Activity

The tables included below provide reconciliations of benefit obligations and fair value of plan assets of the Company plans as well as the funded status and components of net periodic benefit costs for each period related to each plan. The Company uses a December 31 measurement date to determine the pension and other postretirement benefit information. The Company had an additional measurement date of September 9, 2014 for our U.S. other postretirement benefit due to the plan amendment discussed above. The expected rate of return on plan assets is determined based on the market-related value of the assets, recognizing any gains or losses over a four year period. The method we have chosen for amortizing actuarial gains and losses is to recognize amounts in excess of a 10% corridor (10% of the greater of the projected benefit obligation or plan assets) and are amortized over the average expected remaining lifetime of the participants in the pension plan and over the average expected remaining service period for the other postretirement benefits.

The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Pension Benefits for U.S. plans were as follows:

	Year Ended December 31,
	2015			2014			2013
Discount rate for calculating obligations		4.41	%		4.05	%		4.80	%
Discount rate for calculating net periodic benefit cost		4.05			4.80			4.00
Expected rate of return on plan assets		7.40			8.00			8.20
Rate of compensation increase – benefit obligations		2.80			2.80			2.80
Rate of compensation increase – net periodic benefit cost		2.80			2.80			3.00

The expected rate of return on U.S. plan assets is 7.10% for 2016.

The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Other Postretirement Benefits, primarily health care, for U.S. plans were as follows:

	Year Ended December 31, 2015			September 10 to December 31, 2014			January 1 to September 9, 2014			Year Ended December 31, 2013
Discount rate for calculating obligations		4.21	%		3.80	%	N/A				4.35	%
Discount rate for calculating net periodic benefit cost		3.80			4.00			4.35	%		3.60
Rate of compensation increase – benefit obligations		2.80			2.80		N/A				2.80
Rate of compensation increase – net periodic benefit cost		2.80			2.80			2.80			3.00

The assumptions used to determine benefit obligations at the end of the periods and net periodic benefit costs for the Pension Benefits for Canadian plans were as follows:

	Year Ended December 31,
	2015				2014			2013
	Salaried		Bargaining
Discount rate for calculating obligations		3.70%		3.87%		3.80	%		4.60	%
Discount rate for calculating net periodic benefit cost		3.80		3.80		4.60			4.20
Expected rate of return on plan assets		6.00		5.75		6.50			6.50
Rate of compensation increase		3.25		3.25		3.50			3.50

The expected rate of return on Canadian plan assets for 2016 is 5.75% for the Ryerson Salaried Plan (approximately 77% of total Canadian plan assets) and 5.50% for the Ryerson Bargaining Unit Plan (approximately 23% of total Canadian plan assets).

	Year Ended December 31,
	2015			2014			2013
Discount rate for calculating obligations		3.64	%		3.80	%		4.40	%
Discount rate for calculating net periodic benefit cost		3.80			4.40			4.10
Rate of compensation increase		3.25			3.50			3.50

	Year Ended December 31,
	Pension Benefits						Other Benefits
	2015			2014			2015			2014
	(In millions)
Change in Benefit Obligation
Benefit obligation at beginning of year	$	957		$	842		$	101		$	114
Service cost		2			2			—			—
Interest cost		37			39			4			5
Plan amendments		—			—			(3	)		(6	)
Actuarial (gain) loss		(58	)		133			(10	)		(1	)
Effect of changes in exchange rates		(7	)		(5	)		(2	)		(1	)
Lump sums paid		(29	)		—			—			—
Benefits paid (net of participant contributions and Medicare subsidy)		(56	)		(54	)		(8	)		(10	)
Benefit obligation at end of year	$	846		$	957		$	82		$	101
Accumulated benefit obligation at end of year	$	843		$	954		N/A			N/A
Change in Plan Assets
Plan assets at fair value at beginning of year	$	680		$	639		$	—		$	—
Actual return on plan assets		(23	)		44			—			—
Employer contributions		43			55			8			11
Effect of changes in exchange rates		(7	)		(4	)		—			—
Lump sums paid		(29	)		—			—			—
Benefits paid (net of participant contributions)		(56	)		(54	)		(8	)		(11	)
Plan assets at fair value at end of year	$	608		$	680		$	—		$	—
Reconciliation of Amount Recognized
Funded status	$	(238	)	$	(277	)	$	(82	)	$	(101	)
Amounts recognized in balance sheet consist of:
Current liabilities	$	—		$	—		$	(8	)	$	(10	)
Non-current liabilities		(238	)		(277	)		(74	)		(91	)
Net benefit liability at the end of the year	$	(238	)	$	(277	)	$	(82	)	$	(101	)

Canadian benefit obligations represented $43 million of the Company’s total Pension Benefits obligations at December 31, 2015 and $55 million at December 31, 2014. Canadian plan assets represented $38 million of the Company’s total plan assets at fair value at December 31, 2015 and $47 million at December 31, 2014. In addition, Canadian benefit obligations represented $12 million of the Company’s total Other Benefits obligation at December 31, 2015 and $15 million at December 31, 2014.

The pension benefit obligation decreased $58 million during the year ended December 31, 2015 due to the increase in the discount rate year over year as well as updated mortality rates based on updated mortality tables released by the Society of Actuaries in 2015. The pension benefit obligation increased $133 million during the year ended December 31, 2014 due to the decrease in the discount rate year over year as well as updated mortality rates based on the updated mortality tables released by the Society of Actuaries in 2014.

Amounts recognized in accumulated other comprehensive income ( loss ) at December 31, 2015 and 2014 consist of the following:

	At December 31,
	Pension Benefits				Other Benefits
	2015		2014		2015			2014
	(In millions)
Amounts recognized in accumulated other comprehensive income (loss), pre–tax, consist of
Net actuarial loss (gain)	$	397	$	402	$	(69	)	$	(66	)
Prior service cost (credit)		1		1		(15	)		(15	)
Net loss (gain)	$	398	$	403	$	(84	)	$	(81	)

Net actuarial losses of $12.4 million and prior service costs of $0.1 million for pension benefits and net actuarial gains of $8.0 million and prior service credits of $3.1 million for other postretirement benefits are expected to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in 2016.

Amounts recognized in other comprehensive income (loss) for the years ended December 31, 2015 and 2014 consist of the following:

	Year Ended December 31,
	Pension Benefits						Other Benefits
	2015			2014			2015			2014
	(In millions)
Amounts recognized in other comprehensive income (loss), pre–tax, consist of
Net actuarial loss (gain)	$	13		$	136		$	(10	)	$	(1	)
Amortization of net actuarial loss (gain)		(14	)		(10	)		8			8
Prior service credit		—			—			(3	)		(6	)
Amortization of prior service cost (credit)		(1	)		—			2			2
Net loss (gain)	$	(2	)	$	126		$	(3	)	$	3

For benefit obligation measurement purposes for U.S. plans at December 31, 2015, the annual rate of increase in the per capita cost of covered health care benefits for participants under 65 was 7.0 percent, grading down to 4.5 percent in 2026, the level at which it is expected to remain. At December 31, 2015, the rate for participants over 65 was 9.0 percent, grading down to 4.5 percent in 2026, plus a risk adjustment of 0.65 percent grading down to zero percent in 2022, the level at which it is expected to remain. For measurement purposes for U.S. plans at December 31, 2014, the annual rate of increase in the per capita cost of covered health care benefits for participants under 65 was 7.5 percent, grading down to 4.5 percent in 2025, the level at which it is expected to remain. At December 31, 2014, the rate for participants over 65 was 7.5 percent, grading down to 4.5 percent in 2024, plus a risk adjustment of 0.6 percent grading down to zero percent in 2062, the level at which it is expected to remain.

For benefit obligation measurement purposes for Canadian plans at December 31, 2015 and 2014, the annual rate of increase in the per capita cost of covered health care benefits was 8 percent per annum, grading down to 4.5 percent in 2033, the level at which it is expected to remain.

The components of the Company’s net periodic benefit cost for the years ended December 31, 2015, 2014 and 2013 are as follows:

	Year Ended December 31,
	Pension Benefits									Other Benefits
	2015			2014			2013			2015			2014			2013
	(In millions)
Components of net periodic benefit cost
Service cost	$	2		$	2		$	3		$	—		$	—		$	1
Interest cost		37			39			36			4			5			4
Expected return on assets		(48	)		(48	)		(45	)		—			—			—
Recognized actuarial loss (gain)		14			10			14			(8	)		(8	)		(7	)
Amortization of prior service credit		—			—			—			(2	)		(2	)		(2	)
Curtailment loss		1			—			—			—			—			—
Net periodic benefit cost (credit)	$	6		$	3		$	8		$	(6	)	$	(5	)	$	(4	)

The assumed health care cost trend rate has an effect on the amounts reported for the health care plans. For purposes of determining net periodic benefit cost for U.S plans, the annual rate of increase in the per capital cost of covered health care benefits for participants under 65 was 7.5 percent, grading down to 4.5 percent in 2025, the level at which it is expected to remain. The rate for participants over 65 was 7.5 percent, grading down to 4.5 percent in 2024, plus a risk adjustment of 0.6 percent grading down to zero percent in 2062, the level at which it is expected to remain. For purposes of determining net periodic benefit cost for Canadian plans, the annual rate of increase in the per capita cost of covered health care benefits was 8 percent per annum, grading down to 4.5 percent in 2033, the level at which it is expected to remain.

A one-percentage-point change in the assumed health care cost trend rate would have the following effects:

	1% increase		1% decrease
	(In millions)
Effect on service cost plus interest cost	$	0.2	$	(0.2	)
Effect on postretirement benefit obligation		4.0		(3.5	)

Pension Trust Assets

The expected long-term rate of return on pension trust assets is 5.75% to 7.10% based on the historical investment returns of the trust, the forecasted returns of the asset classes and a survey of comparable pension plan sponsors.

The Company’s pension trust weighted-average asset allocations at December 31, 2015 and 2014, by asset category are as follows:

	Trust Assets at December 31,
	2015			2014
Equity securities		62	%		65	%
Debt securities		21			20
Real Estate		4			3
Other		13			12
Total		100	%		100	%

The Board of Directors of JT Ryerson has general supervisory authority over the Pension Trust Fund and approves the investment policies and plan asset target allocation. An internal management committee provides on-going oversight of plan assets in accordance with the approved policies and asset allocation ranges and has the authority to appoint and dismiss investment managers. The investment policy objectives are to maximize long-term return from a diversified pool of assets while minimizing the risk of large losses, and to maintain adequate liquidity to permit timely payment of all benefits. The policies include diversification requirements and restrictions on concentration in any one single issuer or asset class. The currently approved asset investment classes are cash; fixed income; domestic equities; international equities; real estate; private equities and hedge funds of funds. Company management allocates the plan assets among the approved investment classes and provides appropriate directions to the investment managers pursuant to such allocations.

The approved target ranges and allocations as of the December 31, 2015 measurement date were as follows:

	Range	Target
Equity securities	33-70%		64	%
Debt securities	15-50		21
Real estate	2-8		7
Other	7-19		8
Total			100	%

The fair value of our pension plan assets at December 31, 2015 by asset category are as follows. See Note 16 for the definitions of Level 1, 2, and 3 fair value measurements.

	Fair Value Measurements at December 31, 2015
Asset Category	Total		Level 1		Level 2		Level 3
	(In millions)
Cash and cash equivalents	$	9	$	9	$	—	$	—
Equity securities:
US large cap		104		—		104		—
US small/mid cap		32		—		32		—
Canadian large cap		4		—		4		—
Canadian small cap		1		—		1		—
International companies		142		—		142		—
Global companies		95		—		95		—
Fixed income securities:
Investment grade debt		129		—		129		—
Other types of investments:
Commodity funds		3		—		3		—
Multi-strategy funds		3		—		3		—
Investments valued at net asset value		62		—		—		—
Real estate		24		—		24		—
Total	$	608	$	9	$	537	$	—

The fair value of our pension plan assets at December 31, 2014 by asset category are as follows:

	Fair Value Measurements at December 31, 2014
Asset Category	Total		Level 1		Level 2		Level 3
	(In millions)
Cash and cash equivalents	$	34	$	34	$	—	$	—
Equity securities:
US large cap		129		—		129		—
US small/mid cap		43		—		43		—
Canadian large cap		5		—		5		—
Canadian small cap		1		—		1		—
International companies		150		—		150		—
Global companies		109		—		109		—
Fixed income securities:
Investment grade debt		133		—		133		—
Other types of investments:
Commodity funds		4		—		4		—
Multi-strategy funds		3		—		3		—
Investments valued at net asset value		45		—		—		—
Real estate		24		—		24		—
Total	$	680	$	34	$	601	$	—

The pension assets classified as Level 2 investments in both 2015 and 2014 are part of common collective trust investments.

Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy in accordance with ASU 2015-07. The fair value amounts presented above are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheets.

Securities listed on one or more national securities exchanges are valued at their last reported sales price on the date of valuation. If no sale occurred on the valuation date, the security is valued at the mean of the last “bid” and “ask” prices on the valuation date.

Corporate and government bonds which are not listed or admitted to trading on any securities exchanges are valued at the average mean of the last bid and ask prices on the valuation date based on quotations supplied by recognized quotation services or by reputable broker dealers.

The non-publicly traded securities, other securities or instruments for which reliable market quotations are not available are valued at each investment manager’s discretion. Valuations will depend on facts and circumstances known as of the valuation date and application of certain valuation methods.

Contributions

The Company contributed $42.5 million, $55.4 million, and $48.0 million for the years ended December 31, 2015, 2014 and 2013, respectively, to improve the funded status of the plans. The Company anticipates that it will have a minimum required pension contribution funding of approximately $22 million in 2016.

Estimated Future Benefit Payments

	Pension Benefits		Other Benefits
	(In millions)
2016	$	56	$	8
2017		56		8
2018		56		7
2019		57		7
2020		57		6
2021-2025		278		27

Multiemployer Pension and Other Postretirement Plans

We participate in two multiemployer pension plans covering 56 employees at 4 locations. Total contributions to the plans were $0.4 million, $0.5 million and $0.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. Our contributions represent less than 5% of the total contributions to the plans. The Company maintains positive employee relations at all locations. During 2012, the Company exited and reentered the pension plan at one of the covered locations in an effort to reduce the overall pension liability. The transaction resulted in a withdrawal liability of $1.0 million, which will be paid over a period of 25 years. The balance of the withdrawal liability as of December 31, 2015 and 2014 was $0.5 million. The Company’s participation in these plans is not material to our financial statements.

Note 12: Commitments and Contingencies

Lease Obligations & Other

The Company leases buildings and equipment under noncancellable operating leases expiring in various years through 2025 . Future minimum rental commitments are estimated to total $98.1 million, including approximately $24.9 million in 2016, $20.2 million in 2017, $15.0 million in 2018, $12.1 million in 2019, $9.1 million in 2020, and $16.8 million thereafter.

Rental expense under operating leases totaled $31.8 million, $33.2 million, and $32.9 million for the years ended December 31, 2015, 2014 and 2013, respectively.

To fulfill contractual requirements for certain customers in 2015 , the Company has entered into certain fixed-price noncancellable contractual obligations. These purchase obligations aggregated to $ 25.8 million at December 31, 2015 with $ 25.4 million to be paid in 2016 .

Concentrations of Various Risks

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, available-for-sale investments, derivative instruments, accounts payable, and notes payable. In the case of cash, accounts receivable and accounts payable, the carrying amount on the balance sheet approximates the fair values due to the short-term nature of these instruments. The available-for-sale investments in common stock are adjusted to fair value each period with unrealized gains and losses recorded within accumulated other comprehensive income. The derivative instruments are marked to market each period. The fair value of notes payable is disclosed in Note 16.

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of derivative financial instruments and trade accounts receivable. Our derivative financial instruments are contracts placed with major financial institutions. Credit is generally extended to customers based upon an evaluation of each customer’s financial condition, with terms consistent in the industry and no collateral required. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers and their dispersion across geographic areas.

The Company has signed supply agreements with certain vendors which may obligate the Company to make cash deposits based on the spot price of aluminum at the end of each month. These cash deposits offset amounts payable to the vendor when inventory is received. We made no cash deposits for the year ended December 31, 2015. We have no exposure as of December 31, 2015.

Approximately 12% of our total labor force is covered by collective bargaining agreements. There are collective bargaining agreements that will expire in fiscal 2016, which covers 2% of our total labor force. We believe that our overall relationship with our employees is good.

Litigation

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

In October 2011, the United States Environmental Protection Agency (the “EPA”) named us as one of more than 100 businesses that may be a potentially responsible party for the Portland Harbor Superfund Site (“Portland Harbor”). On February 9, 2016, we received correspondence from the EPA stating that its initial Remedial Investigation and Feasibility Study will be completed in “early 2016,” a Proposed Plan for the site should be released in April 2016, and a final cleanup decision for the site should be published in the Record of Decision by December 31, 2016. We do not currently have sufficient information available to us to determine the total cost of any required investigation or remediation of the Portland Harbor site and therefore, management cannot predict the ultimate outcome of this matter or estimate a range of potential loss at this time.

There are various claims and pending actions against the Company. The amount of liability, if any, for those claims and actions at December 31, 2015 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.

Note 13: Related Parties

JT Ryerson, one of our subsidiaries, was party to a corporate advisory services agreement with Platinum Advisors, an affiliate of Platinum, pursuant to which Platinum Advisors provided JT Ryerson certain business, management, administrative and financial advice. On July 23, 2014, JT Ryerson’s Board of Directors approved the termination of this services agreement contingent on the closing of the initial public offering of Ryerson Holding common stock, which occurred on August 13, 2014. As consideration for terminating the advisory fee payable thereunder, Platinum Advisors and its affiliates were paid $15.0 million in August 2014, with an additional $10.0 million paid in August 2015. The Company recognized the $25.0 million termination fee within Warehousing, delivery, selling, general and administrative expense during the third quarter of 2014. The total advisory fee recorded was zero, $28.3 million, and $5.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Note 1 4 : S egment Information

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

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

	Year Ended December 31,
	2015			2014			2013
Product Line	(Percentage of Sales)
Carbon Steel Flat		25	%		25	%		26	%
Carbon Steel Plate		11			12			11
Carbon Steel Long		16			15			15
Stainless Steel Flat		16			16			16
Stainless Steel Plate		4			4			4
Stainless Steel Long		3			4			3
Aluminum Flat		16			15			15
Aluminum Plate		3			3			3
Aluminum Long		4			4			4
Other		2			2			3
Total		100	%		100	%		100	%

No customer accounted for more than 2 percent of Company sales for the years ended December 31, 2015, 2014 and 2013. The top ten customers accounted for less than 12 percent of its sales for the year ended December 31, 2015. A significant majority of the Company’s sales are attributable to its U.S. operations and a significant majority of its long-lived assets are located in the United States. The only operations attributed to foreign countries relate to the Company’s subsidiaries in Canada, China, Mexico and Brazil, which in aggregate comprised 13 percent, 13 percent, and 14 percent of the Company’s sales during the years ended December 31, 2015, 2014 and 2013, respectively. Canadian, Chinese, Mexican and Brazilian long-lived assets were 7 percent, 10 percent, and 12 percent of total Company long-lived assets at December 31, 2015, 2014 and 2013, respectively.

The following tables summarize consolidated financial information of our operations by geographic location based on where sales originated from:

	Year Ended December 31,
Net Sales	2015		2014		2013
	(In millions)
United States	$	2,770.3	$	3,166.1	$	2,989.9
Foreign countries		397.0		456.1		470.4
Total	$	3,167.2	$	3,622.2	$	3,460.3

	At December 31,
Long-Lived Assets	2015		2014		2013
	(In millions)
United States	$	373.9	$	383.7	$	392.1
Foreign countries		26.4		44.5		52.0
Total	$	400.3	$	428.2	$	444.1

Note 15: Other Matters

Equity Investment

Automated Laser Fabrication Co., LLC . In 2011, the Company invested $0.8 million in Automated Laser Fabrication Co., LLC (“ALF”) for a 38 percent equity interest. ALF is a steel processing company located in Streetsboro, Ohio. The Company accounts for this investment under the equity method of accounting. The Company’s investment in this joint venture is not considered material to the Company’s consolidated financial position or results of operations.

Açofran

On February 17, 2012, the Company acquired 50% of the issued and outstanding capital stock of Açofran, a long products distributor located in São Paulo, Brazil. The Company fully consolidates Açofran based on voting control. The Company is party to a put option arrangement with respect to the securities that represent the noncontrolling interest of Açofran. The put is exercisable by the minority shareholders outside of the Company’s control by requiring the Company to redeem the minority shareholders’ equity stake in the subsidiary at a put price based on earnings before interest, income tax, depreciation and amortization expense and net debt. The redeemable noncontrolling interest is classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interest adjusted for earnings and foreign currency allocations. The resulting increase or decrease in the estimated redemption amount is adjusted with a corresponding charge against retained earnings, or in the absence of retained earnings, additional paid-in-capital. The acquisition is not material to our consolidated financial statements.

Note 16: Derivatives and Fair Value Measurements

Derivatives

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are interest rate risk, foreign currency risk, and commodity price risk. Interest rate swaps are entered into to manage interest rate risk associated with the Company’s floating-rate borrowings. We use foreign currency exchange contracts to hedge our Canadian subsidiaries’ variability in cash flows from the forecasted payment of currencies other than the functional currency. From time to time, we may enter into fixed price sales contracts with our customers for certain of our inventory components. We may enter into metal commodity futures and options contracts periodically to reduce volatility in the price of metals. We may also enter into natural gas and diesel fuel price swaps to manage the price risk of forecasted purchases of natural gas and diesel fuel. The Company currently does not account for its derivative contracts as hedges but rather marks them to market with a corresponding offset to current earnings. The Company regularly reviews the creditworthiness of its derivative counterparties and does not expect to incur a significant loss from the failure of any counterparties to perform under any agreements.

The following table summarizes the location and fair value amount of our derivative instruments reported in our Consolidated Balance Sheet as of December 31, 2015 and 2014:

	Asset Derivatives						Liability Derivatives
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(In millions)
Derivatives not designated as hedging instruments under ASC 815
Foreign exchange contracts	Prepaid expenses and other current assets	$	0.1	Prepaid expenses and other current assets	$	—	Other accrued liabilities	$	—	Other accrued liabilities	$	—
Commodity contracts	Prepaid expenses and other current assets		—	Prepaid expenses and other current assets		0.1	Other accrued liabilities		3.5	Other accrued liabilities		1.3
Total derivatives		$	0.1		$	0.1		$	3.5		$	1.3

As of December 31, 2015 and 2014 the Company’s foreign currency exchange contracts had a U.S. dollar notional amount of $1.6 million and $3.2 million, respectively. As of December 31, 2015 and 2014, the Company had 177 tons and 144 tons, respectively, of nickel futures or option contracts related to forecasted purchases. As of December 31, 2015 and 2014, the Company had 15,120 tons and 14,700 tons, respectively, of hot roll coil option contracts related to forecasted purchases. The Company has aluminum price swaps related to forecasted purchases, which had a notional amount of 13,878 tons and 6,366 tons as of December 31, 2015 and 2014, respectively. As of December 31, 2015 and 2014, the Company has 533,000 gallons and 624,000 gallons, respectively, of diesel fuel hedge contracts related to forecasted purchases.

The following table summarizes the location and amount of gains and losses reported in our Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013:

		Amount of Gain/ (Loss) Recognized in Income on Derivatives
		Year Ended December 31,
Derivatives not designated as hedging instruments under ASC 815	Location of Gain/(Loss) Recognized in Income on Derivatives	2015			2014			2013
		(In millions)
Foreign exchange contracts	Other income and (expense), net	$	0.1		$	—		$	—
Commodity contracts	Cost of materials sold		(11.8	)		(0.1	)		(0.6	)
Diesel fuel commodity contracts	Warehousing, delivery, selling, general and administrative		(0.4	)		(0.2	)		—
Total		$	(12.1	)	$	(0.3	)	$	(0.6	)

Fair Value Measurements

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:

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

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

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

The following table presents assets and liabilities measured and recorded at fair value on our Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2015:

	At December 31, 2015
	Level 1		Level 2		Level 3
	(In millions)
Assets
Cash equivalents:
Commercial paper	$	36.6	$	—	$	—
Prepaid and other current assets:
Common stock – available-for-sale investment	$	2.2	$	—	$	—
Mark-to-market derivatives:
Foreign exchange contracts	$	—	$	0.1	$	—
Liabilities
Mark-to-market derivatives:
Commodity contracts	$	—	$	3.5	$	—

	At December 31, 2014
	Level 1		Level 2		Level 3
	(In millions)
Assets
Prepaid and other current assets:
Common stock – available-for-sale investment	$	11.2	$	—	$	—
Mark-to-market derivatives:
Commodity contracts	$	—	$	0.1	$	—
Liabilities
Mark-to-market derivatives:
Commodity contracts	$	—	$	1.3	$	—

The fair value of each 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 and aluminum prices for varying time periods. The fair value of hot roll coil 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 New York Mercantile Exchange and the London Metals Exchange, respectively, for the commodity on the valuation date. The Company has various commodity derivatives to lock in diesel 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 of the Platts Index for Gulf Coast Ultra Low Sulfur Diesel on the valuation date. In addition, the Company has numerous foreign exchange contracts to hedge our Canadian subsidiaries’ variability in cash flows from the forecasted payment of currencies other than the functional currency, the Canadian dollar. 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 contract term varies in the number of months, but on average is between 3 to 12 months in length.

The following table presents assets and liabilities measured and recorded at fair value on the Consolidated Balance Sheets on a non-recurring basis and their level within the fair value hierarchy as of December 31, 2015:

	At December 31, 2015
	Level 1		Level 2		Level 3
	(In millions)
Assets
Prepaid expenses and other current assets - assets held for sale (Note 6)	$	—	$	4.2	$	—

	At December 31, 2014
	Level 1		Level 2		Level 3
	(In millions)
Assets
Prepaid expenses and other current assets - assets held for sale (Note 6)	$	—	$	2.5	$	—

The carrying and estimated fair values of the Company’s financial instruments at December 31, 2015 and 2014 were as follows:

	At December 31, 2015				At December 31, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In millions)
Cash and cash equivalents	$	63.2	$	63.2	$	60.0	$	60.0
Restricted cash		1.2		1.2		2.0		2.0
Receivables less provision for allowances, claims and doubtful accounts		305.7		305.7		400.8		400.8
Accounts payable		206.3		206.3		220.8		220.8
Long-term debt, including current portion		1,034.5		866.3		1,259.1		1,288.7

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

Available-For-Sale Investments

The Company has classified investments made during 2010 and 2012 as available-for-sale at the time of their purchase. Investments classified as available-for-sale are recorded at fair value with the related unrealized gains and losses included in accumulated other comprehensive income. Management evaluates investments in an unrealized loss position on whether an other-than-temporary impairment has occurred on a periodic basis. Factors considered by management in assessing whether an other-than-temporary impairment has occurred include: the nature of the investment; whether the decline in fair value is attributable to specific adverse conditions affecting the investment; the financial condition of the investee; the severity and the duration of the impairment; and whether we intend to sell the investment or will be required to sell the investment before recovery of its amortized cost basis. When it is determined that an other-than-temporary impairment has occurred, the investment is written down to its fair value at the end of the period in which it is determined that an other-than-temporary decline has occurred. The investment was in a gross unrealized loss position for twelve months as of March 31, 2015. Based on the duration and severity of our unrealized loss, management determined that an other-than-temporary impairment occurred and thus recognized a $12.3 million impairment charge within other income and (expense), net in the first quarter of 2015. As of December 31, 2015, the investment has been in an unrealized loss position from its adjusted cost basis for six months. Management does not currently intend to sell the investment before recovery of its amortized cost basis. Realized gains and losses are recorded within the Consolidated Statements of Operations upon sale of the security and are based on specific identification.

The Company’s available-for-sale securities as of December 31, 2015 can be summarized as follows:

	At December 31, 2015
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In millions)
Common stock	$	5.1	$	—	$	(2.9	)	$	2.2

The Company’s available-for-sale securities as of December 31, 2014 can be summarized as follows:

	At December 31, 2014
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In millions)
Common stock	$	17.4	$	—	$	(6.2	)	$	11.2

There is no maturity date for this investment and there have been no sales for the years ended December 31, 2015, 2014, and 2013.

Note 1 7 : Accumulated Other Comprehensive Income

The following tables detail the changes in accumulated other comprehensive income (loss) for the years ended December 31, 2015 and December 31, 2014:

	Changes in Accumulated Other Comprehensive Income (Loss) by Component
	Foreign Currency Translation			Benefit Plan Liabilities			Unrealized Gain (Loss) on Available- For-Sale Investments
	(In millions)
Balance at January 1, 2014	$	(16.6	)	$	(174.9	)	$	3.3
Other comprehensive income (loss) before reclassifications		(16.2	)		(80.3	)		(6.1	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			(0.6	)		—
Net current-period other comprehensive income (loss)		(16.2	)		(80.9	)		(6.1	)
Balance at December 31, 2014	$	(32.8	)	$	(255.8	)	$	(2.8	)
Other comprehensive income (loss) before reclassifications		(21.0	)		6.3			(5.5	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			(3.0	)		7.6
Net current-period other comprehensive income (loss)		(21.0	)		3.3			2.1
Balance at December 31, 2015	$	(53.8	)	$	(252.5	)	$	(0.7	)

The following tables detail the reclassifications out of accumulated other comprehensive income (loss) for the years ended December 31, 2015 and December 31, 2014:

	Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Details about Accumulated Other Comprehensive Income (Loss) Components	Amount reclassified from Accumulated Other Comprehensive Income (Loss)			Affected line item in the Condensed Consolidated Statements of Comprehensive Income
	For the Year Ended December 31, 2015
	(In millions)
Other-than-temporary impairment
Other-than-temporary impairment charge	$	12.3		Other income and (expense) net
Tax benefit		(4.7	)
Net of tax	$	7.6
Amortization of defined benefit pension and other post-retirement benefit plan items
Actuarial gain	$	(6.5	)	Warehousing, delivery, selling, general and administrative
Prior service cost		2.0		Warehousing, delivery, selling, general and administrative
Total before tax		(4.5	)
Tax provision		1.5
Net of tax	$	(3.0	)

	Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
Details about Accumulated Other Comprehensive Income (Loss) Components	Amount reclassified from Accumulated Other Comprehensive Income (Loss)			Affected line item in the Condensed Consolidated Statements of Comprehensive Income (Loss)
	For the Year Ended December 31, 2014
	(In millions)
Amortization of defined benefit pension and other post-retirement benefit plan items
Actuarial gain	$	(2.5	)	Warehousing, delivery, selling, general and administrative
Prior service cost		1.7		Warehousing, delivery, selling, general and administrative
Total before tax		(0.8	)
Tax provision		0.2
Net of tax	$	(0.6	)

Note 18: Income Taxes

The elements of the provision (benefit) for income taxes were as follows:

	Year Ended December 31,
	2015			2014			2013
	(In millions)
Income (loss) before income tax:
U.S.	$	13.2		$	(34.4	)	$	35.5
Foreign		(11.3	)		7.5			(21.6	)
	$	1.9		$	(26.9	)	$	13.9
Current income taxes:
Federal	$	(0.3	)	$	(1.0	)	$	(0.1	)
Foreign		1.2			3.3			(0.1	)
State		(0.4	)		0.5			0.6
		0.5			2.8			0.4
Deferred income taxes		3.2			(3.5	)		(112.7	)
Total income tax provision (benefit)	$	3.7		$	(0.7	)	$	(112.3	)

Income taxes differ from the amounts computed by applying the federal tax rate as follows:

	Year Ended December 31,
	2015			2014			2013
	(In millions)
Federal income tax expense (benefit) computed at statutory tax rate of 35%	$	0.7		$	(9.4	)	$	4.9
Additional taxes or credits from:
State and local income taxes, net of federal income tax effect		(0.5	)		(0.6	)		3.0
Non-deductible expenses and non-taxable income (1)		1.8			9.3			5.1
Foreign income (expense) not includable in federal taxable income		0.8			(1.0	)		1.9
Effect of acquisition related elections and settlements		—			—			(2.2	)
Valuation allowance changes (net)		0.1			(0.6	)		(124.2	)
All other, net		0.8			1.6			(0.8	)
Total income tax provision (benefit)	$	3.7		$	(0.7	)	$	(112.3	)

(1)	The 2014 charge includes $8.2 million related to the nonrecurring fee to terminate the advisory services agreement with Platinum Advisors (See Note 13).

The components of the deferred income tax assets and liabilities arising under FASB ASC 740, “Income Taxes” (“ASC 740”) were as follows:

	At December 31,
	2015			2014
	(In millions)
Deferred tax assets:
AMT tax credit carryforwards	$	30		$	30
Post-retirement benefits other than pensions		30			37
Federal and foreign net operating loss carryforwards		79			86
State net operating loss carryforwards		10			11
Pension liability		95			106
Other deductible temporary differences		23			21
Less: valuation allowances		(22	)		(22	)
	$	245		$	269
Deferred tax liabilities:
Fixed asset basis difference	$	88		$	97
Inventory basis difference		121			130
Other intangibles		14			15
		223			242
Net deferred tax asset	$	22		$	27

During 2013, the Company recognized a total net tax benefit of $124.2 million related to changes in valuation allowance. As described in Note 1, the Company assesses the need for a valuation allowance considering all available positive and negative evidence, including past operating results, projections of future taxable income and the feasibility of ongoing tax planning strategies. The fourth quarter of 2013 was the first quarter in which the Company’s overall U.S. operations had sustained an operating profit in both the preceding cumulative three fiscal year period and in each of its two preceding fiscal years, providing objective evidence of the Company’s ability to earn future profits. Combined with the Company’s projections of future income providing additional subjective evidence of the Company’s ability to earn future profits and management’s judgment, the Company determined that these deferred tax assets were more likely than not realizable and accordingly the valuation allowance was no longer required.

The Company had available at December 31, 2015, federal AMT credit carryforwards of approximately $30 million, which may be used indefinitely to reduce regular federal income taxes.

The Company’s deferred tax assets also include $67 million related to U.S. federal net operating loss (“NOL”) carryforwards which expire in 15 years, $10 million related to state NOL carryforwards which expire generally in 1 to 20 years and $12 million related to foreign NOL carryforwards which expire in 1 to 5 years, available at December 31, 2015.

Earnings from the Company’s foreign subsidiaries are considered to be indefinitely reinvested and, accordingly, no provision for U.S. federal and state income taxes or foreign withholding tax has been made in our consolidated financial statements related to the indefinitely reinvested earnings. At December 31, 2015, the Company had approximately $100 million of undistributed foreign earnings on which no U.S. tax expense has been recorded, predominately in Canada and China. A distribution of these non-U.S. earnings in the form of dividends or otherwise would subject the Company to both U.S. federal and state income taxes, as adjusted for tax credits and foreign withholding taxes. A determination of the amount of any unrecognized deferred income tax liability on the undistributed earnings is predominately dependent upon the availability of tax credits in the U.S., which is dependent on a number of factors including the timing of future distributions, the mix of distributions and the amount of both U.S. and non-U.S. source income in future years. Modeling of the many future potential scenarios and the related unrecognized deferred tax liability is therefore not practicable. None of the Company’s other foreign subsidiaries have a material amount of assets available for repatriation.

The Company accounts for uncertain income tax positions in accordance with ASC 740. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	Unrecognized Tax Benefits
	(In millions)
Unrecognized tax benefits balance at January 1, 2013	$	9.0
Gross increases – tax positions in current periods		0.4
Settlements and closing of statute of limitations		(0.6	)
Unrecognized tax benefits balance at December 31, 2013	$	8.8
Gross increases – tax positions in current periods		0.3
Settlements and closing of statute of limitations		(1.5	)
Unrecognized tax benefits balance at December 31, 2014	$	7.6
Gross increases – tax positions in current periods		—
Settlements and closing of statute of limitations		—
Unrecognized tax benefits balance at December 31, 2015	$	7.6

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2009. Substantially all state and local income tax matters have been concluded through 2006. The Company has substantially concluded foreign income tax matters through 2009 for all significant foreign jurisdictions.

We recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2015 and 2014, we had approximately $1.5 million and $1.3 million of accrued interest related to uncertain tax positions, respectively. Total amount of unrecognized tax benefits that would affect our effective tax rate if recognized is $5.6 million as of December 31, 2015 and 2014.

Note 19: Earnings Per Share

On July 16, 2007, Ryerson Holding was capitalized with 21,250,000 shares of common stock by Platinum Equity, LLC. On August 13, 2014, Ryerson Holding completed an initial public offering of 11 million shares of common stock at a price to the public of $11.00 per share. All shares outstanding are common shares and have equal voting, liquidation and preference rights.

Basic earnings (loss) per share attributable to Ryerson Holding’s common stock is determined based on earnings (loss) for the period divided by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) 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. Potentially dilutive securities whose effect would have been antidilutive were not significant for 2015, 2014, and 2013.

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

	Years Ended December 31,
Basic and diluted earnings (loss) per share		2015			2014			2013
	(In millions, except share and per share data)
Numerator:
Net income (loss) attributable to Ryerson Holding Corporation	$	(0.5	)	$	(25.7	)	$	127.3
Denominator:
Weighted average shares outstanding		32,057,764			25,437,500			21,249,418
Dilutive effect of stock-based awards		—			—			—
Weighted average shares outstanding adjusted for dilutive securities		32,057,764			25,437,500			21,249,418

Earnings (loss) per share
Basic	$	(0.02	)	$	(1.01	)	$	5.99
Diluted	$	(0.02	)	$	(1.01	)	$	5.99

Note 20: Condensed Consolidating Financial Statements

On October 10, 2012, JT Ryerson issued the 2017 and 2018 Notes. The 2017 Notes are fully and unconditionally guaranteed on a senior secured basis and the 2018 Notes are fully and unconditionally guaranteed on a senior unsecured basis by all of our existing and future domestic subsidiaries that are co-borrowers or guarantee obligations under the Ryerson Credit Facility. On December 30, 2014, Ryerson Holding entered into agreements with JT Ryerson, as issuer, Wells Fargo Bank, as trustee, and each of the guarantors party to the 2017 and 2018 Notes, whereby Ryerson Holding provided unconditional guarantees of the 2017 and 2018 Notes, jointly and severally with the other guarantors of the 2017 and 2018 Notes. Each guarantor of the 2017 and 2018 Notes is 100% owned by Ryerson Holding and the guarantees are joint and several. JT Ryerson may only pay dividends to Ryerson Holding to the extent of 50% of future net income, once prior losses are offset. Presented below is the condensed consolidating financial information of Ryerson Holding and its subsidiaries as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013.

RYERSON HOLDING CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2015

(In millions)

	Parent			Joseph T. Ryerson			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	2,702.6		$	2,010.9		$	397.6		$	(1,943.9	)	$	3,167.2
Cost of materials sold		—			2,232.3			1,974.6			336.5			(1,943.9	)		2,599.5
Gross profit		—			470.3			36.3			61.1			—			567.7
Warehousing, delivery, selling, general and administrative expenses		0.9			368.2			21.5			60.2			—			450.8
Restructuring and other charges		—			0.9			—			1.6			—			2.5
Impairment charges on assets		—			1.3			—			6.4			—			7.7
Gain on the sale of assets		—			—			(1.3	)		(0.6	)					(1.9	)
Operating profit (loss)		(0.9	)		99.9			16.1			(6.5	)		—			108.6
Other income and (expense), net		—			0.3			(12.3	)		1.6			—			(10.4	)
Interest and other expense on debt		—			(93.5	)		—			(2.8	)		—			(96.3	)
Interest expense on intercompany loans		—			(5.6	)		—			(3.7	)		9.3			—
Interest income on intercompany loans		—			—			9.3			—			(9.3	)		—
Income (loss) before income taxes		(0.9	)		1.1			13.1			(11.4	)		—			1.9
Provision (benefit) for income taxes		9.8			10.5			(16.8	)		0.2			—			3.7
Equity in (earnings) loss of subsidiaries		(10.2	)		(19.6	)		9.5			—			20.3			—
Net income (loss)		(0.5	)		10.2			20.4			(11.6	)		(20.3	)		(1.8	)
Less: Net loss attributable to noncontrolling interest		—			—			—			(1.3	)		—			(1.3	)
Net income (loss) attributable to Ryerson Holding Corporation	$	(0.5	)	$	10.2		$	20.4		$	(10.3	)	$	(20.3	)	$	(0.5	)

RYERSON HOLDING CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2014

(In millions)

	Parent			Joseph T. Ryerson			Guarantor			Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	3,078.5		$	2,584.5		$	456.4		$	(2,497.2	)	$	3,622.2
Cost of materials sold		—			2,608.2			2,533.8			383.6			(2,497.2	)		3,028.4
Gross profit		—			470.3			50.7			72.8			—			593.8
Warehousing, delivery, selling, general and administrative expenses		0.2			415.7			24.8			68.5			—			509.2
Gain on sale of assets		—			(0.5	)		—			(1.3	)		—			(1.8	)
Operating profit (loss)		(0.2	)		55.1			25.9			5.6			—			86.4
Other income and (expense), net		—			(10.9	)		—			5.0			—			(5.9	)
Interest and other expense on debt		—			(104.5	)		—			(2.9	)		—			(107.4	)
Intercompany transactions:
Interest expense on intercompany loans		—			(6.6	)		—			(0.2	)		6.8			—
Interest income on intercompany loans		—			—			6.8			—			(6.8	)		—
Income (loss) before income taxes		(0.2	)		(66.9	)		32.7			7.5			—			(26.9	)
Provision (benefit) for income taxes		8.2			(12.1	)		(0.7	)		3.9			—			(0.7	)
Equity in (earnings) loss of subsidiaries		17.3			(37.5	)		(4.2	)		—			24.4			—
Net income (loss)		(25.7	)		(17.3	)		37.6			3.6			(24.4	)		(26.2	)
Less: Net loss attributable to noncontrolling interest		—			—			—			(0.5	)		—			(0.5	)
Net income (loss) attributable to Ryerson Holding Corporation	$	(25.7	)	$	(17.3	)	$	37.6		$	4.1		$	(24.4	)	$	(25.7	)

RYERSON HOLDING CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2013

(In millions)

	Parent			Joseph T. Ryerson			Guarantor		Non-guarantor			Eliminations			Consolidated
Net sales	$	—		$	2,916.0		$	2,387.0	$	471.4		$	(2,314.1	)	$	3,460.3
Cost of materials sold		—			2,412.8			2,341.2		403.8			(2,314.1	)		2,843.7
Gross profit		—			503.2			45.8		67.6			—			616.6
Warehousing, delivery, selling, general and administrative expenses		0.9			373.3			24.7		81.2			—			480.1
Restructuring and other charges		—			—			—		1.9			—			1.9
Impairment charges on assets		—			3.2			—		6.8			—			10.0
Operating profit (loss)		(0.9	)		126.7			21.1		(22.3	)		—			124.6
Other income and (expense), net		—			(4.1	)		—		3.9			—			(0.2	)
Interest and other expense on debt		—			(107.5	)		—		(3.0	)		—			(110.5	)
Interest expense on intercompany loans		—			(7.0	)		—		—			7.0			—
Interest income on intercompany loans		—			—			7.0		—			(7.0	)		—
Income (loss) before income taxes		(0.9	)		8.1			28.1		(21.4	)		—			13.9
Provision (benefit) for income taxes		(47.7	)		(70.3	)		5.9		(0.2	)		—			(112.3	)
Equity in (earnings) loss of subsidiaries		(80.5	)		(2.1	)		19.8		—			62.8			—
Net income (loss)		127.3			80.5			2.4		(21.2	)		(62.8	)		126.2
Less: Net loss attributable to noncontrolling interest		—			—			—		(1.1	)		—			(1.1	)
Net income (loss) attributable to Ryerson Holding Corporation	$	127.3		$	80.5		$	2.4	$	(20.1	)	$	(62.8	)	$	127.3

RYERSON HOLDING CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2015

(In millions)

	Parent			Joseph T. Ryerson			Guarantor		Non-guarantor			Eliminations		Consolidated
Comprehensive income (loss)	$	(16.1	)	$	(5.5	)	$	22.4	$	(23.0	)	$	4.3	$	(17.9	)
Less: Comprehensive loss attributable to noncontrolling interest		—			—			—		(1.8	)		—		(1.8	)
Comprehensive income (loss) attributable to Ryerson Holding Corporation	$	(16.1	)	$	(5.5	)	$	22.4	$	(21.2	)	$	4.3	$	(16.1	)

RYERSON HOLDING CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2014

(In millions)

	Parent			Joseph T. Ryerson			Guarantor		Non-guarantor			Eliminations		Consolidated
Comprehensive income (loss)	$	(128.9	)	$	(120.5	)	$	31.4	$	(14.4	)	$	102.9	$	(129.5	)
Less: Comprehensive loss attributable to noncontrolling interest		—			—			—		(0.6	)		—		(0.6	)
Comprehensive income (loss) attributable to Ryerson Holding Corporation	$	(128.9	)	$	(120.5	)	$	31.4	$	(13.8	)	$	102.9	$	(128.9	)

RYERSON HOLDING CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2013

(In millions)

	Parent		Joseph T. Ryerson		Guarantor		Non-guarantor			Eliminations			Consolidated
Comprehensive income (loss)	$	191.2	$	144.5	$	2.4	$	(32.2	)	$	(115.9	)	$	190.0
Less: Comprehensive loss attributable to noncontrolling interest		—		—		—		(1.2	)		—			(1.2	)
Comprehensive income (loss) attributable to Ryerson Holding Corporation	$	191.2	$	144.5	$	2.4	$	(31.0	)	$	(115.9	)	$	191.2

RYERSON HOLDING CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2015

(In millions)

	Parent			Joseph T. Ryerson			Guarantor			Non-guarantor			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income (loss)	$	(0.5	)	$	10.2		$	20.4		$	(11.6	)	$	(20.3	)	$	(1.8	)
Non-cash expenses		9.3			39.9			9.5			11.3			—			70.0
Equity in (earnings) loss of subsidiaries		(10.2	)		(19.6	)		9.5			—			20.3			—
Changes in working capital		1.7			129.1			44.3			15.8			—			190.9
Net adjustments		0.8			149.4			63.3			27.1			20.3			260.9
Net cash provided by operating activities		0.3			159.6			83.7			15.5			—			259.1
INVESTING ACTIVITIES:
Acquisitions, net of cash acquired		—			(8.8	)		—			—			—			(8.8	)
Capital expenditures		—			(19.2	)		(0.8	)		(2.3	)		—			(22.3	)
Loan to related companies		—			—			(79.8	)		—			79.8			—
Investment in subsidiaries		(11.4	)		(0.2	)		(0.1	)		(0.1	)		11.8			—
Proceeds from sale of property, plant and equipment		—			2.5			—			7.9			—			10.4
Other investing activities		—			1.2			1.3			0.2			—			2.7
Net cash provided by (used in) investing activities		(11.4	)		(24.5	)		(79.4	)		5.7			91.6			(18.0	)
FINANCING ACTIVITIES:
Repayment of debt		—			(59.9	)		—			—			—			(59.9	)
Repayment of intercompany borrowings		—			79.8			—			—			(79.8	)		—
Net proceeds/(repayments) of short-term borrowings		—			(162.8	)		—			(1.6	)		—			(164.4	)
Capital contribution		—			11.4			0.2			0.2			(11.8	)		—
Other financing activities		—			(2.7	)		(4.8	)		(0.4	)		—			(7.9	)
Net cash used in financing activities		—			(134.2	)		(4.6	)		(1.8	)		(91.6	)		(232.2	)
Net increase (decrease) in cash and cash equivalents		(11.1	)		0.9			(0.3	)		19.4			—			8.9
Effect of exchange rates		—			(0.3	)		—			(5.4	)		—			(5.7	)
Net change in cash and cash equivalents		(11.1	)		0.6			(0.3	)		14.0			—			3.2
Beginning cash and cash equivalents		11.1			4.6			0.7			43.6			—			60.0
Ending cash and cash equivalents	$	—		$	5.2		$	0.4		$	57.6		$	—		$	63.2

RYERSON HOLDING CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2014

(In millions)

	Parent			Joseph T. Ryerson			Guarantor			Non-guarantor			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income (loss)	$	(25.7	)	$	(17.3	)	$	37.6		$	3.6		$	(24.4	)	$	(26.2	)
Non-cash expenses		8.4			35.1			3.1			5.7			—			52.3
Equity in (earnings) loss of subsidiaries		17.3			(37.5	)		(4.2	)		—			24.4			—
Changes in working capital		9.0			(58.0	)		(29.6	)		(20.8	)		—			(99.4	)
Net adjustments		34.7			(60.4	)		(30.7	)		(15.1	)		24.4			(47.1	)
Net cash provided by (used in) operating activities		9.0			(77.7	)		6.9			(11.5	)		—			(73.3	)
INVESTING ACTIVITIES:
Acquisitions, net of cash acquired		—			(20.1	)		—			—			—			(20.1	)
Capital expenditures		—			(18.8	)		(0.5	)		(2.3	)		—			(21.6	)
Investment in subsidiaries		(110.7	)		(0.1	)		—			—			110.8			—
Loan to related companies		—			—			(40.3	)		—			40.3			—
Loan repayment from related companies		—			40.3			—			—			(40.3	)		—
Other investing activities		—			4.7			—			3.0			—			7.7
Net cash provided by (used in) investing activities		(110.7	)		6.0			(40.8	)		0.7			110.8			(34.0	)
FINANCING ACTIVITIES:
Net proceeds from issuance of common stock		112.4			—			—			—			—			112.4
Repayment of debt		—			(110.7	)		—			—			—			(110.7	)
Net proceeds/(repayments) of short-term borrowings		—			65.9			—			(2.1	)		—			63.8
Net increase in book overdrafts		—			3.6			32.4			—			—			36.0
Capital contribution		—			110.7			—			0.1			(110.8	)		—
Other financing activities		—			(1.0	)		—			—			—			(1.0	)
Net cash provided by (used in) financing activities		112.4			68.5			32.4			(2.0	)		(110.8	)		100.5
Net increase (decrease) in cash and cash equivalents		10.7			(3.2	)		(1.5	)		(12.8	)		—			(6.8	)
Effect of exchange rates		—			—			(0.2	)		(7.4	)		—			(7.6	)
Net change in cash and cash equivalents		10.7			(3.2	)		(1.7	)		(20.2	)		—			(14.4	)
Beginning cash and cash equivalents		0.4			7.8			2.4			63.8			—			74.4
Ending cash and cash equivalents	$	11.1		$	4.6		$	0.7		$	43.6		$	—		$	60.0

RYERSON HOLDING CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2013

(In millions)

	Parent			Joseph T. Ryerson			Guarantor			Non-guarantor			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income (loss)	$	127.3		$	80.5		$	2.4		$	(21.2	)	$	(62.8	)	$	126.2
Non-cash expenses		(48.1	)		(30.4	)		8.0			16.4			—			(54.1	)
Equity in (earnings) loss of subsidiaries		(80.5	)		(2.1	)		19.8			—			62.8			—
Changes in working capital		1.3			256.2			(301.4	)		19.9			—			(24.0	)
Net adjustments		(127.3	)		223.7			(273.6	)		36.3			62.8			(78.1	)
Net cash provided by (used in) operating activities		—			304.2			(271.2	)		15.1			—			48.1
INVESTING ACTIVITIES:
Capital expenditures		—			(16.5	)		(0.6	)		(3.1	)		—			(20.2	)
Investment in subsidiaries		—			(173.2	)		—			—			173.2			—
Loan repayment from related parties		—			—			127.1			—			(127.1	)		—
Dividend received from subsidiary		6.6			28.7			—			—			(35.3	)		—
Other investing activities		—			4.6			—			2.1			—			6.7
Net cash provided by (used in) investing activities		6.6			(156.4	)		126.5			(1.0	)		10.8			(13.5	)
FINANCING ACTIVITIES:
Net proceeds/(repayments) of short-term borrowings		—			(14.4	)		—			3.8			—			(10.6	)
Repayment of intercompany borrowings		—			(127.1	)		—			—			127.1			—
Dividends paid		—			(6.6	)		(27.0	)		(1.7	)		35.3			—
Capital contribution		—			—			173.2			—			(173.2	)		—
Acquisition of treasury stock		(6.6	)		—			—			—			—			(6.6	)
Other financing activities		—			(7.4	)		(1.5	)		(0.5	)		—			(9.4	)
Net cash provided by (used in) financing activities		(6.6	)		(155.5	)		144.7			1.6			(10.8	)		(26.6	)
Net increase (decrease) in cash and cash equivalents		—			(7.7	)		—			15.7			—			8.0
Effect of exchange rates		—			—			0.5			(5.3	)		—			(4.8	)
Net change in cash and cash equivalents		—			(7.7	)		0.5			10.4			—			3.2
Beginning cash and cash equivalents		0.4			15.5			1.9			53.4			—			71.2
Ending cash and cash equivalents	$	0.4		$	7.8		$	2.4		$	63.8		$	—		$	74.4

RYERSON HOLDING CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2015

(In millions)

	Parent			Joseph T. Ryerson			Guarantor		Non-guarantor		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—		$	5.2		$	0.4	$	57.6	$	—		$	63.2
Receivables less provision for allowances, claims and doubtful accounts		—			228.7			6.6		70.4		—			305.7
Inventories		—			488.2			13.5		54.1		—			555.8
Intercompany receivable		—			—			132.7		—		(132.7	)		—
Other current assets		—			17.0			2.3		12.2		2.5			34.0
Total current assets		—			739.1			155.5		194.3		(130.2	)		958.7
Investments in subsidiaries		—			462.0			287.4		0.1		(749.5	)		—
Intercompany notes receivable		—			—			301.0		—		(301.0	)		—
Property, plant and equipment net of accumulated depreciation		—			370.3			3.7		26.3		—			400.3
Deferred charges		—			14.4			—		1.6		—			16.0
Other noncurrent assets		29.9			91.5			60.1		4.1		(4.4	)		181.2
Total assets	$	29.9		$	1,677.3		$	807.7	$	226.4	$	(1,185.1	)	$	1,556.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	—		$	45.0		$	132.4	$	28.9	$	—		$	206.3
Intercompany payable		—			111.8			—		20.9		(132.7	)		—
Long-term debt due within one year		—			—			—		22.0		—			22.0
Salaries, wages, and commissions		—			24.8			0.5		1.0		—			26.3
Other current liabilities		0.6			48.0			0.6		9.8		2.1			61.1
Total current liabilities		0.6			229.6			133.5		82.6		(130.6	)		315.7
Dividends in excess of investment in subsidiaries		170.9			—			—		—		(170.9	)		—
Long-term debt		—			1,012.5			—		—		—			1,012.5
Long-term debt – intercompany		—			257.6			—		43.4		(301.0	)		—
Deferred employee benefits		—			308.2			—		19.5		—			327.7
Other noncurrent liabilities		—			40.3			0.7		4.1		(4.0	)		41.1
Total liabilities		171.5			1,848.2			134.2		149.6		(606.5	)		1,697.0
Redeemable noncontrolling interest		—			—			—		0.1		—			0.1
Ryerson Holding Corporation stockholders’ equity		(141.6	)		(170.9	)		673.5		76.0		(578.6	)		(141.6	)
Noncontrolling interest		—			—			—		0.7		—			0.7
Total liabilities and equity	$	29.9		$	1,677.3		$	807.7	$	226.4	$	(1,185.1	)	$	1,556.2

RYERSON HOLDING CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2014

(In millions)

	Parent			Joseph T. Ryerson			Guarantor		Non-guarantor		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	11.1		$	4.6		$	0.7	$	43.6	$	—		$	60.0
Receivables less provision for allowances, claims and doubtful accounts		—			303.3			14.0		83.5		—			400.8
Inventories		—			633.5			32.0		73.4		—			738.9
Intercompany receivable		11.4			—			157.3		—		(168.7	)		—
Other current assets		0.2			12.5			14.4		17.4		(2.8	)		41.7
Total current assets		22.7			953.9			218.4		217.9		(171.5	)		1,241.4
Investments in subsidiaries		—			471.6			316.5		—		(788.1	)		—
Intercompany notes receivable		—			—			221.3		—		(221.3	)		—
Property, plant and equipment net of accumulated depreciation		—			373.2			8.1		46.9		—			428.2
Deferred income taxes		39.2			—			—		3.1		(14.9	)		27.4
Other noncurrent assets		—			95.3			77.7		3.0		(0.4	)		175.6
Total assets	$	61.9		$	1,894.0		$	842.0	$	270.9	$	(1,196.2	)	$	1,872.6
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	10.0		$	38.0		$	137.1	$	35.4	$	0.3		$	220.8
Intercompany payable		—			147.3			—		21.6		(168.9	)		—
Deferred income taxes		—			—			—		—		—			—
Other current liabilities		0.5			135.6			1.9		36.2		0.5			174.7
Total current liabilities		10.5			320.9			139.0		93.2		(168.1	)		395.5
Dividends in excess of investment in subsidiaries		177.5			—			—		—		(177.5	)		—
Long-term debt		—			1,192.5			—		—		—			1,192.5
Long-term debt – intercompany		—			169.6			—		51.7		(221.3	)		—
Deferred employee benefits		—			359.5			—		25.7		—			385.2
Other noncurrent liabilities		—			29.0			8.4		4.2		(18.7	)		22.9
Total liabilities		188.0			2,071.5			147.4		174.8		(585.6	)		1,996.1
Redeemable noncontrolling interest		—			—			—		1.0		—			1.0
Ryerson Holding Corporation stockholders’ equity		(126.1	)		(177.5	)		694.6		93.5		(610.6	)		(126.1	)
Noncontrolling interest		—			—			—		1.6		—			1.6
Total liabilities and equity	$	61.9		$	1,894.0		$	842.0	$	270.9	$	(1,196.2	)	$	1,872.6

RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

SUPPLEMENTARY FINANCIAL DATA (UNAUDITED)

SUMMARY BY QUARTER

(In millions except per share data)

	Net Sales		Gross Profit		Income (Loss) Before Income Taxes			Net Income (Loss)			Net Income (Loss) Attributable to Ryerson Holding Corporation			Basic and Diluted Earnings (Loss) per Share
2014
First Quarter	$	874.4	$	147.7	$	4.5		$	1.4		$	1.6		$	0.08
Second Quarter		931.5		154.4		5.0			2.5			2.6			0.13
Third Quarter (1)		947.9		149.5		(39.7	)		(34.8	)		(34.7	)		(1.26	)
Fourth Quarter		868.4		142.2		3.3			4.7			4.8			0.15
Year	$	3,622.2	$	593.8	$	(26.9	)	$	(26.2	)	$	(25.7	)	$	(1.01	)
2015
First Quarter (2)	$	868.0	$	150.0	$	(3.0	)	$	(2.8	)	$	(2.5	)	$	(0.08	)
Second Quarter (3)		840.4		165.8		25.8			15.6			15.8			0.49
Third Quarter (4)		790.0		150.3		12.8			6.7			6.7			0.21
Fourth Quarter (5)		668.8		101.6		(33.7	)		(21.3	)		(20.5	)		(0.64	)
Year	$	3,167.2	$	567.7	$	1.9		$	(1.8	)	$	(0.5	)	$	(0.02	)

(1)

Included in third quarter 2014 results is a $25.0 million charge to terminate the advisory services with Platinum Equity Advisors, LLC in connection with our initial public offering on August 13, 2014. The third quarter of 2014 results also includes the recognition of $7.7 million of transaction compensation expense associated with the initial public offering. The Company also recognized $11.2 million of expense related to the premium paid to redeem $99.5 million of the 2018 Notes as well as $1.2 million of expense to write-off unamortized debt issuance costs associated with the Notes. The third quarter 2014 results also includes a gain on sale of assets of $1.3 million.

(2)	Included in the first quarter 2015 results is a $12.3 million charge due to an other-than-temporary-impairment recognized on an available-for-sale investment.

(3)	Included in the second quarter 2015 results is a $1.4 million impairment charge on assets held for sale to recognize the assets at their fair value less cost to sell.

(4)

Included in the third quarter 2015 results is a $0.5 million impairment charge on assets held for sale to recognize the assets at their fair value less cost to sell. The third quarter of 2015 results also includes a $2.9 million charge to write-off a portion of the debt issuance costs associated with the Old Credit Facility.

(5)

Included in the fourth quarter 2015 results are:
- $4.6 million impairment charge related to certain assets that we determined did not have a recoverable carrying value based on projected undiscounted cash flows;
- $4.0 million credit related to the settlement of litigation regarding the price of materials that we were charged;
- $2.5 million restructuring charge;
- $1.9 million gain related to the gain on sale of assets;
- $1.0 million impairment charge on assets held for sale to recognize the assets at their fair value less cost to sell; and,
- $0.2 million impairment charge as the carrying amount of certain intangible assets was not recoverable and the carrying amount exceeded fair value.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

RYERSON HOLDING CORPORATION

(Parent Company Only)

STATEMENTS OF OPERATIONS

(In millions)

	Year ended December 31,
	2015			2014			2013
Administrative and other expenses	$	(0.9	)	$	(0.2	)	$	(0.9	)
Equity in income (loss) of subsidiaries		10.2			(17.3	)		80.5
Income (loss) before income taxes		9.3			(17.5	)		79.6
Provision (benefit) for income taxes		9.8			8.2			(47.7	)
Net income (loss)	$	(0.5	)	$	(25.7	)	$	127.3

See Notes to Condensed Financial Statements.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

RYERSON HOLDING CORPORATION

(Parent Company Only)

STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

	Year Ended December 31,
	2015			2014			2013
Net income (loss)	$	(0.5	)	$	(25.7	)	$	127.3
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments		(12.4	)		(16.2	)		(12.8	)
Loss on intra-entity foreign currency transactions		(8.6	)		—			—
Unrealized loss on available-for-sale investment		(8.9	)		(9.5	)		—
Other-than-temporary impairment on available-for-sale investment		12.3			—			—
Changes in defined benefit pension and other post-retirement benefit plans		7.8			(130.3	)		126.2
Other comprehensive income (loss), before tax		(9.8	)		(156.0	)		113.4
Income tax provision (benefit) related to items of other comprehensive income (loss)		5.8			(52.8	)		49.5
Comprehensive income (loss), after tax	$	(16.1	)	$	(128.9	)	$	191.2

See Notes to Condensed Financial Statements.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

RYERSON HOLDING CORPORATION

(Parent Company Only)

STATEMENTS OF CASH FLOWS

(In millions)

	Year ended December 31,
	2015			2014			2013
Operating Activities:
Net income (loss)	$	(0.5	)	$	(25.7	)	$	127.3
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in (earnings) losses of subsidiaries		(10.2	)		17.3			(80.5	)
Deferred income taxes		9.3			8.5			(47.7	)
(Increase) decrease in receivables from subsidiaries		11.4			(1.0	)		1.0
(Increase) decrease in other assets		0.2			(0.2	)		—
Increase (decrease) in accounts payable		(10.0	)		10.0			—
Increase (decrease) in accrued liabilities		0.1			0.1			(0.1	)
Net adjustments		0.8			34.7			(127.3	)
Net cash provided by operating activities		0.3			9.0			—
Investing Activities:
Investment in subsidiaries		(11.4	)		(110.7	)		—
Dividends received from subsidiaries		—			—			6.6
Net cash provided by (used in) investing activities		(11.4	)		(110.7	)		6.6
Financing activities:
Net proceeds from issuance of common stock		—			112.4			—
Acquisition of treasury stock		—			—			(6.6	)
Net cash provided by (used in) financing activities		—			112.4			(6.6	)
Net increase (decrease) in cash and cash equivalents		(11.1	)		10.7			—
Cash and cash equivalents—beginning of period		11.1			0.4			0.4
Cash and cash equivalents—end of period	$	—		$	11.1		$	0.4

See Notes to Condensed Financial Statements.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

RYERSON HOLDING CORPORATION

(Parent Company Only)

BALANCE SHEETS

(In millions, except shares)

	At December 31,
	2015			2014
Assets
Current assets:
Cash and cash equivalents	$	—		$	11.1
Prepaid expenses and other assets		—			0.2
Receivable from subsidiaries		—			11.4
Total current assets		—			22.7
Deferred income taxes		29.9			39.2
Total assets	$	29.9		$	61.9
Liabilities
Accounts payable	$	—		$	10.0
Accrued liabilities		0.6			0.5
Total current liabilities		0.6			10.5
Dividends in excess of investment in subsidiaries		170.9			177.5
Total liabilities		171.5			188.0
Ryerson Holding Corporation Stockholders’ equity (deficit)
Preferred stock, $0.01 par value; 7,000,000 shares authorized and no shares issued at 2015 and 2014		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized and 32,312,200 shares issued at 2015; 100,000,000 shares authorized and 32,250,000 issued at 2014		0.3			0.3
Capital in excess of par value		302.6			302.0
Accumulated deficit		(130.9	)		(130.4	)
Treasury stock at cost – Common stock of 212,500 shares in 2015 and 2014		(6.6	)		(6.6	)
Accumulated other comprehensive loss		(307.0	)		(291.4	)
Total Ryerson Holding Corporation stockholders’ equity (deficit)		(141.6	)		(126.1	)
Total liabilities and stockholders’ equity	$	29.9		$	61.9

See Notes to Condensed Financial Statements.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

RYERSON HOLDING CORPORATION

(Parent Company Only)

NOTES TO FINANCIAL STATEMENTS

(In millions)

Note 1: Basis of presentation

In the parent company only financial statements, Ryerson Holding’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. Ryerson Holding’s share of net income of its unconsolidated subsidiaries is included in consolidated income using the equity method. The parent company only financial statements should be read in conjunction with the Company’s consolidated financial statements.

On July 23, 2014, Ryerson Holding’s Board of Directors approved a 4.25 for 1.00 stock split of Ryerson Holding’s common stock to be effected prior to the closing of Ryerson Holding’s initial public offering. Per share and share amounts presented herein have been adjusted for all periods to give retroactive effect to the 4.25 for 1.00 stock split.

Note 2: Guarantees

On December 30, 2014, Ryerson Holding entered into agreements with JT Ryerson, as issuer, Wells Fargo Bank, as trustee, and each of the guarantors party to the 2017 and 2018 Notes, whereby Ryerson Holding provided unconditional guarantees of the 2017 and 2018 Notes, jointly and severally with the other guarantors of the 2017 and 2018 Notes.

Until their repayment in 2014, Ryerson Holding had guaranteed $35 million of loans made between three of its wholly-owned subsidiaries.

Note 3: Dividends from subsidiaries

Cash dividends paid to Ryerson Holding from its consolidated subsidiaries were zero, zero, and $6.6 million for the years ended December 31, 2015, 2014 and 2013, respectively.

RYERSON HOLDING CORPORATION AND SUBSIDIARY COMPANIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

(In millions)

			Provision for Allowances
	Balance at Beginning of Period		Acquisition of Business		Additions Charged (Credited) to Income			Additions Charged to Other Comprehensive Income (Loss)		Deductions from Reserves				Balance at End of Period
Year Ended December 31, 2015
Allowance for doubtful accounts	$	5.3	$	—	$	2.3		$	—	$	(2.4	)	(A)	$	5.2
Valuation allowance—deferred tax assets		22.5		—		0.1			—		—				22.6
Year Ended December 31, 2014
Allowance for doubtful accounts	$	5.4	$	—	$	0.7		$	—	$	(0.8	)	(A)	$	5.3
Valuation allowance—deferred tax assets		23.1		—		(0.6	)		—		—				22.5
Year Ended December 31, 2013
Allowance for doubtful accounts	$	7.1	$	—	$	(0.7	)	$	—	$	(1.0	)	(A)	$	5.4
Valuation allowance—deferred tax assets		147.3		—		(124.2	)		—		—				23.1

NOTES:

(A)	Bad debts written off during the year.

ITEM 9.

CHANGES IN AND DISAGREEMENT S WITH ACCOU NTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to SEC Rule 13a-15 as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2015.

Management’s Annual Report on Internal Control Over Financial Reporting and Attestation Report of Independent Registered Public Accounting Firm

The report of management on our internal control over financial reporting as of December 31, 2015 and the attestation report of our independent registered public accounting firm on our internal control over financial reporting are set forth in Part II, "Item 8. Financial Statements and Supplementary Data" in this report.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal controls over financial reporting during the quarter ended December 31, 2015.

ITEM 9B.

OTHER INFORMATION.

None.

PART III

ITEM 10.

DIRECTOR S, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Except as set forth below, the information required by this item will be contained in our 2016 Proxy Statement and is incorporated herein by reference.

Information concerning directors and nominees for director is presented under the caption “Board of Directors” in our proxy statement and is incorporated herein by reference.

Information concerning our executive officers is presented under the caption “Executive Officers of the Registrant” in Part 1 of this Form 10-K and is incorporated herein by reference.

Information concerning our Audit Committee and our Audit Committee financial expert is set forth under the caption “Audit Committee” in our proxy statement and is incorporated herein by reference.

Information concerning the procedures by which security holders may recommend nominees to our Board of Directors is set forth under the caption “Other Information—Stockholder Nominations for Directors” in our proxy statement and is incorporated herein by reference.

Information concerning compliance with Section 16 of the Securities Exchange Act of 1934 is set forth under the caption “Stock Ownership—Section 16(a) Beneficial Ownership Reporting Compliance” in our proxy statement and is incorporated herein by reference.

Code of Ethics

Our Board of Directors has adopted a Code of Ethics that contains the ethical principles by which our chief executive officer, chief financial officer and general counsel, among others, are expected to conduct themselves when carrying out their duties and responsibilities. A copy of our Code of Ethics may be found on our website at www.ryerson.com. Our website is not incorporated by reference into this Annual Report. We will provide a copy of our Code of Ethics to any person, without charge, upon request, by writing to the Compliance Officer, Ryerson Holding Corporation, 227 West Monroe Street, 27 ^th Floor, Chicago, Illinois 60606 (telephone number (312) 292-5000). We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Ethics by posting such information on our website at www.ryerson.com or by filing a Form 8-K with the SEC.

ITEM 11.

EXECUTIVE COMPENSATION.

Information concerning compensation of our executive officers and directors for the year ended December 31, 2015, is presented under the captions “Executive Compensation,” “Compensation Tables,” and “Director Compensation” in our proxy statement. This information is incorporated herein by reference.

Information concerning compensation committee interlocks is presented under the caption “Compensation Committee—Compensation Committee Interlocks and Insider Participation” in our proxy statement and is incorporated herein by reference.

The report of our Compensation Committee can be found under the caption “Compensation Committee Report” in our proxy statement and is incorporated herein by reference.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Information concerning the security ownership of certain beneficial owners as of February 29, 2016, is set forth under the caption “Stock Ownership—Ownership of More Than 5% of Ryerson Stock” in our proxy statement and is incorporated herein by reference.

Information concerning the security ownership of our directors and executive officers as of February 29, 2016, is set forth under the caption “Stock Ownership—Directors and Executive Officers” in our proxy statement and is incorporated herein by reference.

Securities Authorized for Issuance under Equity Compensation Plans

Our stockholders have approved our 2014 Omnibus Incentive Plan, which is the Company’s only equity compensation plan.

Securities Authorized for Issuance under Equity Compensation Plans

The table below presents our equity compensation plan information as of December 31, 2015:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders (1)		246,800	(2)	$	—		1,386,000
Equity compensation plans not approved by security holders		—			—		—
Total		246,800		$	—		1,386,000

(1)

Consists of the Company’s “2014 Omnibus Incentive Plan,” which is described in Amendment No. 23 to our registration statement on Form S-1, filed on August 7, 2014.

(2)

Includes (i) 146,244 shares of our common stock subject to performance units, which vest depending on continued employment or service and the level of attainment of certain performance metrics and (ii) 100,556 shares of our common stock subject to restricted stock units, which vest depending on continued employment or service.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Information concerning the independence of our directors, certain relationships and related transactions during 2015 and our policies with respect to such transactions is set forth under the captions “Board of Directors” and “Related Party Transactions” in our proxy statement and is incorporated herein by reference.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Information concerning principal accountant fees and services is set forth under the captions “Items You May Vote On—Ratification of the Appointment of Independent Registered Public Accounting Firm,” “Audit Committee—Audit, Audit-Related, and Other Nonaudit Services,” and “Audit Committee—Pre-approval Policies” in our proxy statement and is incorporated herein by reference.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) Financial Statements and Schedules

The following financial statements and schedules listed below are included in this Form 10-K.

Financial Statements (See Item 8)

Schedule I

Schedule II

All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedules.

(b) Exhibits

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

100

SIGNAT URES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Ryerson Holding Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RYERSON HOLDING CORPORATION

By:		/s/ Erich S. Schnaufer
		Erich S. Schnaufer
		Chief Financial Officer (duly authorized signatory and principal financial officer of the registrant)

Date: March 9, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Edward J. Lehner	President and Chief Executive Officer (Principal Executive Officer)	March 9, 2016
Edward J. Lehner

/s/ Erich S. Schnaufer	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 9, 2016
Erich S. Schnaufer

/s/ Kirk K. Calhoun	Director	March 9, 2016
Kirk K. Calhoun

/s/ Court D. Carruthers	Director	March 9, 2016
Court D. Carruthers

/s/ Eva M. Kalawski	Director	March 9, 2016
Eva M. Kalawski

/s/ Jacob Kotzubei	Director	March 9, 2016
Jacob Kotzubei

/s/ Stephen P. Larson	Director	March 9, 2016
Stephen P. Larson

/s/ Philip E. Norment	Director	March 9, 2016
Philip E. Norment

/s/ Mary Ann Sigler	Director	March 9, 2016
Mary Ann Sigler

101

EXHIBIT INDEX

Exhibit Number		Exhibit Description

3.1		Form of Third Amended and Restated Certificate of Incorporation of Ryerson Holding Corporation.(a)

3.2		Form of Amended and Restated Bylaws of Ryerson Holding Corporation.(b)

4.1		Form of Common Stock Certificate of Ryerson Holding Corporation.*

4.2		Indenture, dated as of October 10, 2012, by and among Joseph T. Ryerson & Son, Inc., as Issuer, the Guarantors party thereto, and Wells Fargo Bank, National Association, as the Trustee, relating to the Issuer’s 9% Senior Secured Notes due 2017.(c)

4.3		First Supplemental Indenture, dated as of December 30, 2014, by and among Joseph T. Ryerson & Son, Inc., as Issuer, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee, relating to Ryerson Holding Corporation’s guarantee of the Issuer’s 9% Senior Secured Notes due 2017.(c)

4.4		Indenture, dated as of October 10, 2012, by and among Joseph T. Ryerson & Son, Inc., as Issuer, the Guarantors party thereto and Wells Fargo Bank, National Association, as the Trustee, relating to the Issuer’s 11 ¹ ⁄ ₄ % Senior Notes due 2018.(c)

4.5		First Supplemental Indenture, dated as of December 30, 2014, by and among Joseph T. Ryerson & Son, Inc., as Issuer, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee, relating to Ryerson Holding Corporation’s guarantee of the Issuer’s 11 ¹ ⁄ ₄ % Senior Notes due 2018.(c)

4.6		Second Supplemental Indenture, dated as of January 21, 2015, by and among Joseph T. Ryerson & Son, Inc., as Issuer, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee, relating to the guarantee by Fay Industries, Inc. and Fay Group, Ltd. of the Issuer’s 9% Senior Secured Notes due 2017. (n)

4.7		Second Supplemental Indenture, dated as of January 21, 2015, by and among Joseph T. Ryerson & Son, Inc., as Issuer, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee, relating to the guarantee by Fay Industries, Inc. and Fay Group, Ltd. of the Issuer’s 11 ¹ ⁄ ₄ % Senior Notes due 2018. (n)

4.8		Form of Investor Rights Agreement, by and among Ryerson Holding Corporation, Platinum Equity Capital Partners, L.P., Platinum Equity Capital Partners-PF, L.P., Platinum Equity Capital Partners-A, L.P., Platinum Equity Capital Partners II, L.P., Platinum Equity Capital Partners-PF II, L.P., Platinum Equity Capital Partners-A II, L.P. and Platinum Rhombus Principals, LLC.(b)

4.9		Amended and Restated Stockholders’ Agreement, dated as of March 31, 2009, by and among Rhombus Holding Corporation, Platinum Equity Capital Partners, L.P., Platinum Equity Capital Partners-A, L.P., Platinum Equity Capital Partners-PF, L.P., Platinum Equity Capital Partners II, L.P., Platinum Equity Capital Partners-A II, L.P., Platinum Equity Capital Partners-PF II, L.P., Platinum Rhombus Principals, LLC, and the stockholders party thereto.(m)

4.10		Amendment to Amended and Restated Stockholders’ Agreement, dated as of April 1, 2009, by and among Rhombus Holding Corporation, Platinum Equity Capital Partners, L.P., Platinum Equity Capital Partners-A, L.P., Platinum Equity Capital Partners-PF, L.P., Platinum Equity Capital Partners II, L.P., Platinum Equity Capital Partners-A II, L.P., Platinum Equity Capital Partners-PF II, L.P., Platinum Rhombus Principals, LLC, Moelis Capital Partners Opportunity Fund I, LP and Moelis Capital Partners Opportunity Fund I-A, LP.(m)

10.1		Credit Agreement, dated as of October 19, 2007, by and among Rhombus Merger Corporation, Joseph T. Ryerson & Son, Inc., Banc of America Securities LLC, as sole lead arranger and book manager, Ryerson Canada, Inc., as Canadian borrower, Wachovia Capital Finance Corporation (Central), as co-documentation agents, Wells Fargo Foothill, LLC, General Electric Capital Corporation, as co-syndication agents, ABN AMRO Bank N.V., Bank of America, N.A. (acting through its Canada branch), as Canadian agent, Bank of America, N.A., as administrative agent, and the lenders named therein.(d)

10.2		Amendment No. 1, dated as of March 14, 2011, to the Credit Agreement, dated as of October 19, 2007, by and among Rhombus Merger Corporation, Joseph T. Ryerson & Son, Inc., Bank of America Securities LLC, as sole lead arranger and book manager, Ryerson Canada, Inc., as Canadian borrower, Wachovia Capital Finance Corporation (Central), as co-documentation agents, Wells Fargo Foothill, LLC, General Electric Capital Corporation, as co-syndication agents, ABN AMRO Bank N.V., Bank of America, N.A. (acting through its Canada branch), as Canadian agent, Bank of America, N.A., as administrative agent, and the lenders named therein.(e)

102

Exhibit Number		Exhibit Description

10.3		Amendment No. 2, dated as of September 25, 2012, to the Credit Agreement, dated as of October 19, 2007, by and among Rhombus Merger Corporation, Joseph T. Ryerson & Son, Inc., Bank of America Securities LLC, as sole lead arranger and book manager, Ryerson Canada, Inc., as Canadian borrower, Wachovia Capital Finance Corporation (Central), as co-documentation agents, Wells Fargo Foothill, LLC, General Electric Capital Corporation, as co-syndication agents, ABN AMRO Bank N.V., Bank of America, N.A. (acting through its Canada branch), as Canadian agent, Bank of America, N.A., as administrative agent, and the lenders named therein.(k)

10.4		Amendment No. 3, dated as of April 3, 2013, to the Credit Agreement, dated as of October 19, 2007, by and among Rhombus Merger Corporation, Joseph T. Ryerson & Son, Inc., Bank of America Securities LLC, as sole lead arranger and book manager, Ryerson Canada, Inc., as Canadian borrower, Wachovia Capital Finance Corporation (Central), as co-documentation agents, Wells Fargo Foothill, LLC, General Electric Capital Corporation, as co-syndication agents, ABN AMRO Bank N.V., Bank of America, N.A. (acting through its Canada branch), as Canadian agent, Bank of America, N.A., as administrative agent, and the lenders named therein.(b)

10.5		Amendment No. 4, dated as of March 11, 2015, to the Credit Agreement, dated as of October 19, 2007, by and among Rhombus Merger Corporation and Joseph T. Ryerson & Son, Inc., as U.S. Borrowers, Bank of America Securities LLC, as sole lead arranger and book manager, Ryerson Canada, Inc., as Canadian borrower, Wells Fargo Foothill, LLC and Wachovia Capital Finance Corporation (Central), as co-documentation agents, ABN AMRO Bank N.V. and General Electric Capital Corporation, as co-syndication agents, Bank of America, N.A. (acting through its Canada branch), as Canadian agent, Bank of America, N.A., as administrative agent, and the lenders named therein. (n)

10.6		Amendment No. 5, dated as of May 26, 2015, to the Credit Agreement, dated as of October 19, 2007, by and among Rhombus Merger Corporation and Joseph T. Ryerson & Son, Inc., as U.S. Borrowers, Bank of America Securities LLC, as sole lead arranger and book manager, Ryerson Canada, Inc., as Canadian borrower, Wells Fargo Foothill, LLC and Wachovia Capital Finance Corporation (Central), as co-documentation agents, ABN AMRO Bank N.V. and General Electric Capital Corporation, as co-syndication agents, Bank of America, N.A. (acting through its Canada branch), as Canadian agent, Bank of America, N.A., as administrative agent, and the lenders named therein.(q)

10.7		Guarantee and Security Agreement, dated as of October 19, 2007, by and among Rhombus Merger Corporation, the pledgors and guarantors party thereto and Bank of America, N.A., as administrative agent.(d)

10.8		General Security Agreement, dated October 19, 2007, by and between Ryerson Canada, Inc. and Bank of America, N.A., as Canadian Agent.(d)

10.9		Ryerson Nonqualified Savings Plan.(f)

10.10		Offer Letter Agreement, dated November 9, 2010, between Ryerson Inc. and Michael C. Arnold.(e)

10.11		Offer Letter Agreement, dated June 29, 2012, between Ryerson Inc. and Edward J. Lehner.(g)

10.12		Ryerson Holding Corporation Retention Bonus Plan.(h)

10.13		Ryerson Annual Incentive Plan (as amended through June 14, 2007).(i)

10.14		Ryerson Holding Corporation 2014 Omnibus Incentive Plan.(j)

10.15		Offer Letter Agreement, dated May 7, 2015, by and between Ryerson Holding Corporation and Edward J. Lehner.(p)

10.16		Confidentiality, Non-Competition and Non-Solicitation Agreement, dated June 1, 2015, by and between Ryerson Holding Corporation and Edward J. Lehner.(r)

10.17		Form of 2015 Restricted Stock Unit Agreement. (o)

10.18		Form of 2015 Performance Unit Agreement. (o)

10.19		Form of Director and Officer Indemnification Agreement.(l)

10.20		Form of Participation Agreement for the Ryerson Holding Corporation Retention Bonus Plan.(h)

10.21		Form of Incentive Compensation Award Agreement by and between Ryerson Holding Corporation and Michael C. Arnold.(h)

10.22		Employment Agreement, dated December 10, 2004, between Ryerson Tull, Inc. and Kevin D. Richardson, as amended. (n)

103

Exhibit Number		Exhibit Description
10. 2 3		Employment Agreement, dated January 3, 2005, between Ryerson Tull, Inc. and Michael Burbach, as amended. (n)

10.24		Offer Letter Agreement, dated August 30, 2013, between Ryerson Inc. and Roger W. Lindsay. (n)

10.25		Directors Compensation Summary Sheet.*

10.26		Offer Letter Agreement, dated November 9, 2010, by and between Ryerson Inc. and Michael C. Arnold. (e)

10.27		Intercreditor Agreement by and between Bank of America, N.A. as ABL Collateral Agent and Wells Fargo Bank, National Association, as Notes Collateral Agent Dated as of October 10, 2012.*

10.28		Amendment No. 1, dated as of March 11, 2015, to the Intercreditor Agreement dated as of October 10, 2012, by and between Bank of America, N.A. as ABL Collateral Agent and Wells Fargo Bank, National Association, as Notes Collateral Agent.*

10.29		Joinder Agreement dated as of July 24, 2015, to Intercreditor Agreement dated as of October 10, 2012 and amended as of March 11, 2015 by and between Bank of America, N.A. as ABL Collateral Agent and Wells Fargo Bank, National Association, as Notes Collateral Agent.*

10.30		Credit Agreement, dated as of July 24, 2015, among Ryerson Holding Corporation, Joseph T. Ryerson & Son, Inc., Sunbelt-Turret Steel, Inc., Turret Steel Industries, Inc., Imperial Trucking Company, LLC, Wilcox-Turret Cold Drawn, Inc., Fay Industries, Inc., Ryerson Procurement Corporation, Ryerson Canada, Inc., and each of the other borrowers and guarantors, the lenders party thereto from time to time, and Bank of America, N.A., as the administrative agent and collateral agent. (s)

10.31		Security Agreement, dated as of July 24, 2015, Ryerson Holding Corporation, Joseph T. Ryerson & Son, Inc. (“Ryerson”), and the domestic subsidiaries of Ryerson from time to time party thereto in their capacities as pledgors, assignors and debtors thereunder in favor of Bank of America, N.A., in its capacity as collateral agent, as pledgee, assignee and secured party for the benefit of the secured parties. (s)

10.32		Canadian Security Agreement dated as of July 24, 2015 between Ryerson Canada, Inc. and Bank of America, N.A., in its capacity as collateral agent. (s)

10.33		Canadian Security Agreement dated as of July 24, 2015 between Turret Steel Canada, ULC, and Bank of America, N.A., in its capacity as collateral agent. (s)

10.34		Employment Agreement, dated September 8, 2005, between Ryerson Tull, Inc. and Erich Schnaufer, as amended.*

21.1		List of Subsidiaries of Ryerson Holding Corporation.*

23.1		Consent of Independent Registered Public Accounting Firm.*

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

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

32.1		Written Statement of 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 Erich S. Schnaufer, Chief Financial Officer, of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS		XBRL Instance Document*

101.SCH		XBRL Taxonomy Extension Schema Document*

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

*	Filed herewith.

(a)	Incorporated by reference to Ryerson Holding Corporation’s Form S-1/A-22 filed on August 6, 2014 (File No. 333-164484).

104

(b)	Incorporated by reference to Ryerson Holding Corporation’s Form S-1/A-15 filed on May 6, 2013 (File No. 333-164484).

(c)	Incorporated by reference to Ryerson Holding Corporation’s Form 8-K filed on January 5, 2015 (File No. 001-34735).

(d)	Incorporated by reference to Ryerson Inc.’s Form S-4 filed on July 3, 2008 (File No. 333-152102).

(e)	Incorporated by reference to Ryerson Holding Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 15, 2011 (File No. 001-34735).

(f)	Incorporated by reference to Ryerson Inc.’s Form S-4/A-2 filed on February 24, 2009 (File No. 333-152102).

(g)	Incorporated by reference to Ryerson Inc.’s Form 8-K filed on July 3, 2012 (File No. 001-09117).

(h)	Incorporated by reference to Ryerson Holding Corporation’s Form S-1/A-19 filed on June 24, 2014 (File No. 333-164484).

(i)	Incorporated by reference to Ryerson Holding Corporation’s Form S-1 filed on January 22, 2010 (File No. 333-164484).

(j)	Incorporated by reference to Ryerson Holding Corporation’s Form S-1/A-21 filed on July 24, 2014 (File No. 333-164484).

(k)	Incorporated by reference to Ryerson Holding Corporation’s Form S-1/A-16 filed on May 28, 2013 (File No. 333-164484).

(l)	Incorporated by reference to Ryerson Holding Corporation’s Form S-1/A-18 filed on March 27, 2014 (File No. 333-164484).

(m)	Incorporated by reference to Ryerson Holding Corporation’s Form S-1/A-4 filed on April 16, 2010 (File No. 333-164484).

(n)	Incorporated by reference to Ryerson Holding Corporation’s Quarterly Report for the period ended March 31, 2015 on Form 10-Q filed on May 7, 2015 (File No. 001-34735).

(o)	Incorporated by reference to Ryerson Holding Corporation’s Quarterly Report for the period ended June 30, 2015 on Form 10-Q filed on August 12, 2015 (File No. 001-34735).

(p)	Incorporated by reference to Ryerson Holding Corporation’s Form 8-K filed on May 8, 2015 (File No. 001-34735).

(q)	Incorporated by reference to Ryerson Holding Corporation’s Form 8-K filed on June 1, 2015 (File No. 001-34735).

(r)	Incorporated by reference to Ryerson Holding Corporation’s Form 8-K filed on June 5, 2015 (File No. 001-34735).

(s)	Incorporated by reference to Ryerson Holding Corporation’s Form 8-K filed on July 29, 2015 (File No. 001-34735).

105

Exhibit 4.1

DIRECTORS COMPENSATION SUMMARY SHEET

Exhibit 10.25

Independent directors receive compensation for board service, paid in arrears on a quarterly basis within 45 days of the end of each quarter. The compensation consists of an annual cash retainer, additional annual cash retainers for committee chairs and fees for meeting attendance, as follows:


Annual cash retainers
Each director	$130,000

Committee Chairs (in addition to regular director retainer)
Audit Committee	$15,000
Compensation Committee	$10,000
Nominating and Corporate Governance Committee	$10,000

Meeting attendance fees
Board Meetings	$2,000 per meeting
Committee Meetings (paid to committee members only)	$1,500 per meeting

Exhibit 10.27

INTERCREDITOR AGREEMENT

by and between

BANK OF AMERICA, N.A.,

as ABL Collateral Agent

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Notes Collateral Agent

Dated as of October 10, 2012

Page No .

TABLE OF CONTENTS

Page No .

ARTICLE 1
DEFINITIONS

Section 1.1

Definitions1

Section 1.2

Rules of Construction7

ARTICLE 2
LIEN PRIORITY

Section 2.1

Priority of Liens8

Section 2.2

Waiver of Right to Contest Liens9

Section 2.3

Remedies Standstill9

Section 2.4

Exercise of Rights11

Section 2.5

No New Liens12

Section 2.6

Waiver of Marshalling12

ARTICLE 3
ACTIONS OF THE PARTIES

Section 3.1

Certain Actions Permitted12

Section 3.2

Agent for Perfection13

Section 3.3

Inspection and Access Rights13

Section 3.4

Exercise of Remedies – Set-Off and Tracing of and Priorities in Proceeds14

ARTICLE 4
APPLICATION OF PROCEEDS

Section 4.1

Application of Proceeds14

Section 4.2

Specific Performance15

ARTICLE 5
INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS

Section 5.1

Notice of Acceptance and Other Waivers16

Section 5.2

Modifications to ABL Documents and Notes Documents17

Section 5.3

Reinstatement and Continuation of Agreement18

ARTICLE 6
INSOLVENCY PROCEEDINGS

Section 6.1

DIP Financing19

-i-

Page No .

Section 6.2

Relief from Stay 20

Section 6.3

No Contest; Adequate Protection20

Section 6.4

Asset Sales20

Section 6.5

Separate Grants of Security and Separate Classification21

Section 6.6

Enforceability21

Section 6.7

ABL Obligations and Notes Obligations Unconditional21

ARTICLE 7
MISCELLANEOUS

Section 7.1

Rights of Subrogation22

Section 7.2

Further Assurances22

Section 7.3

Representations22

Section 7.4

Amendments23

Section 7.5

Addresses for Notices23

Section 7.6

No Waiver, Remedies23

Section 7.7

Continuing Agreement, Transfer of Secured Obligations24

Section 7.8

Governing Law; Entire Agreement24

Section 7.9

Counterparts24

Section 7.10

No Third Party Beneficiaries24

Section 7.11

Headings24

Section 7.12

Severability24

Section 7.13

Attorneys’ Fees25

Section 7.14

VENUE; JURY TRIAL WAIVER25

Section 7.15

Intercreditor Agreement25

Section 7.16

Effectiveness25

Section 7.17

Collateral Agents25

Section 7.18

No Warranties or Liability26

Section 7.19

Conflicts26

Section 7.20

Information Concerning Financial Condition of the Credit Parties27

Section 7.21

Acknowledgement27

-ii-

INTERCREDITOR AGREEMENT

THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “ Agreement ”) is entered into as of October 10, 2012 between BANK OF AMERICA, N.A. (“ Bank of America ”), in its capacity as collateral agent for the ABL Secured Parties (as defined below), and WELLS FARGO BANK, NATIONAL ASSOCIATION , in its capacity as collateral agent for the Notes Secured Parties (as defined below).

RECITALS

A. RYERSON INC., a Delaware corporation (the “ Company ”), is party to the Credit Agreement, dated as of March 14, 2011 (as amended, restated, supplemented, waived, Refinanced or otherwise modified from time to time (including without limitation to add new loans thereunder or increase the amount of loans thereunder), the “ ABL Credit Agreement ”), among the Company, the several Subsidiary Borrowers party thereto, the guarantors party thereto, the Lenders party thereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent, and the other parties named therein.

B. The Company and its wholly owned subsidiary, JOSEPH T. RYERSON & SON, INC., a Delaware corporation (the “ Co-Issuer ”) are party to an indenture related to the Notes, dated as of October 10, 2012 (as amended, restated, supplemented, waived, Refinanced or otherwise modified from time to time, the “ Indenture ”), among the Company, the Co-Issuer, the Subsidiaries identified therein as guarantors and Wells Fargo Bank, National Association, as Trustee.

Accordingly, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1
DEFINITIONS

Definitions

. Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the ABL Credit Agreement or the Indenture, as applicable, in each case as in effect on the Closing Date. In addition, as used in this Agreement, the following terms shall have the meanings set forth below:

“ ABL Collateral Agent ” shall mean Bank of America, in its capacity as collateral agent for the ABL Secured Parties under the ABL Credit Agreement and the other ABL Documents entered into pursuant to the ABL Credit Agreement, together with its successors and permitted assigns under the ABL Credit Agreement exercising substantially the same rights and powers; and in each case provided that if such ABL Collateral Agent is not Bank of America, such ABL Collateral Agent shall have become a party to this Agreement and the other applicable ABL Security Documents.

-1-

“ ABL Controlled Accounts ” shall mean (i) all Depos it Accounts and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, checks, notes, “securities entitlements” (as such terms are defined in the UCC) and instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition, in each case, of any Grantor and which are subject to a control agreement in favor of the ABL Collateral Agent.

“ ABL Credit Agreement ” shall have the meaning assigned to that term in the recitals to this Agreement.

“ ABL Documents ” shall mean the credit, guaranty and security documents governing the ABL Obligations, including, without limitation, the ABL Credit Agreement and the ABL Security Documents and documentation entered into by any Grantor relating to Bank Products (as defined in the ABL Credit Agreement as in effect on the date hereof).

“ ABL Obligations ” shall mean all “Obligations” as defined in the ABL Credit Agreement. For the avoidance of doubt, Notes Obligations shall not constitute ABL Obligations.

“ ABL Recovery ” shall have the meaning set forth in Section 5.3.

“ ABL Secured Parties ” shall mean the “Secured Parties” as defined in the ABL Credit Agreement.

“ ABL Security Agreement ” shall mean the U. S. Security Agreement (as defined in the ABL Credit Agreement).

“ ABL Security Documents ” shall mean the ABL Security Agreement and the other U.S. Security Documents (as defined in the ABL Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted or purported to be granted securing ABL Obligations or under which rights or remedies with respect to such Liens are governed.

“ Agreement ” shall have the meaning assigned to that term in the introduction to this Agreement.

“ Bank of America ” shall have the meaning assigned to that term in the introduction to this Agreement.

“ Bankruptcy Code ” shall mean Title 11 of the United States Code.

“ Bankruptcy Law ” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect affecting the rights of creditors generally.

“ Co-Issuer ” has the meaning set forth in the recitals to this Agreement.

-2-

“ Collateral Agent(s) ” shall mean individually the ABL Collateral Agent or the Notes Collateral Agent and collectively means the ABL Collateral Agent and the Notes Collateral Agent .

“ Company ” has the meaning set forth in the recitals to this Agreement.

“ Comparable Notes Security Document ” shall mean, in relation to any Intercreditor Collateral subject to any Lien created under any ABL Document, those Notes Security Documents that create a Lien on the same Intercreditor Collateral (but only to the extent relating to such Intercreditor Collateral), granted by the same Grantor or Grantors.

“ Credit Documents ” shall mean the ABL Documents and the Notes Documents.

“ Deposit Account ” shall have the meaning set forth in the UCC.

“ DIP Financing ” shall have the meaning set forth in Section 6.1(a).

“ Discharge of ABL Obligations ” shall mean, except to the extent otherwise provided in Section 5.3, with respect to (i) any ABL Obligations that are non-Contingent Obligations, payment in full in cash of all ABL Obligations and, with respect to letters of credit or letter of credit guaranties outstanding under the ABL Documents, delivery of cash collateral or backstop letters of credit in respect thereof in a manner consistent with the ABL Credit Agreement, in each case after or concurrently with the termination of all commitments to extend credit thereunder, and the termination of all commitments of ABL Secured Parties under ABL Documents; and (ii) any ABL Obligations that are contingent in nature (other than ABL Obligations consisting of L/C Obligations or Bank Product Debt of a Borrower or Guarantor), the depositing of cash with ABL Collateral Agent in an amount equal to 100% of any such ABL Obligations that have been liquidated or, if such ABL Obligations are unliquidated in amount and represent a claim which has been asserted against Administrative Agent or a U.S. Lender and for which an indemnity has been provided by U.S. Borrowers in any of the Credit Documents, in an amount that is equal to such claim or Administrative Agent’s good faith estimate of such claim; provided that the Discharge of ABL Obligations shall not be deemed to have occurred if such payments are made with the proceeds of other ABL Obligations that constitute an exchange or replacement for or a Refinancing of such ABL Obligations. In the event the ABL Obligations are modified and the ABL Obligations are paid over time or otherwise modified pursuant to Section 1129 of the Bankruptcy Code, the ABL Obligations shall be deemed to be discharged when the final payment is made, in cash, in respect of such indebtedness and any obligations pursuant to such new indebtedness shall have been satisfied.

“ Disposition ” shall have the meaning set forth in Section 2.4(b).

“ Event of Default ” shall mean an Event of Default under the ABL Credit Agreement or the Indenture as the context requires.

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“ Exercise Any Secured Creditor Remedies ” or “ Exercise of Secured Creditor Remedies ” shall mean, except as otherwise provided in the final sentence of this definition:

(a) the taking by any Secured Party of any action to enforce or realize upon any Lien on Intercreditor Collateral, including the institution of any foreclosure proceedings or the noticing of any public or private sale pursuant to Article 9 of the Uniform Commercial Code;

(b) the exercise by any Secured Party of any right or remedy provided to a secured creditor on account of a Lien on Intercreditor Collateral under any of the Credit Documents, under applicable law, in an Insolvency Proceeding or otherwise, including the election to retain any of the Intercreditor Collateral in satisfaction of a Lien;

(c) the taking of any action by any Secured Party or the exercise of any right or remedy by any Secured Party in re spect of the collection on, set-off against, marshalling of, injunction respecting or foreclosure on the Intercreditor Collateral or the Proceeds thereof;

(d) the appointment on the application of a Secured Party, of a receiver, receiver and manager or interim receiver of all or part of the Intercreditor Collateral;

(e) the sale, lease, license, or other disposition of all or any portion of the Intercreditor Collateral by private or public sale conducted by a Secured Party or any other means at the direction of a Secured Party permissible under applicable law; or

(f) the exercise of any other right of a secured creditor under Part 6 of Article 9 of the Uniform Commercial Code in respect of Intercreditor Collateral.

For the avoidance of doubt, none of the following shall be deemed to constitute an Exercise of Secured Creditor Remedies: (i) the filing of a proof of claim in bankruptcy court or seeking adequate protection, (ii) the exercise of rights by the ABL Collateral Agent upon the occurrence of a Cash Dominion Event (as defined in the ABL Credit Agreement), including, without limitation, the notification of account debtors, depository institutions or any other Person to deliver proceeds of Intercreditor Collateral to the ABL Collateral Agent (unless and until the Lenders under the ABL Credit Agreement cease to extend credit to the Borrowers thereunder, in which event an Exercise of Secured Creditor Remedies shall be deemed to have occurred), (iii) the consent by a Secured Party to a sale or other disposition by any Grantor of any of its assets or properties, (iv) the acceleration of all or a portion of the ABL Obligations or the Notes Obligations, (v) the reduction of the borrowing base, advance rates or sub-limits by the Administrative Agent under the ABL Credit Agreement, the ABL Collateral Agent and the Lenders under the ABL Credit Agreement, (vi) the imposition of reserves by the ABL Collateral Agent, (vii) an account or item of inventory ceasing to be an “eligible account” or “eligible inventory” under the ABL Credit Agreement, (viii) any action taken by any Notes Secured Party in respect of Non-Intercreditor Collateral or (ix) any of the actions permitted by Sections 2.3(b), 2.4(a) and 3.1.

“ Governmental Authority ” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

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“ G rantor s ” shall mean the Company and each Subsidiary that is party to an ABL Secu rity Document or a Notes Security Document.

“ Indebtedness ” shall have the meaning provided in the ABL Credit Agreement and the Indenture as in effect on the date hereof.

“ Indenture ” shall have the meaning assigned to that term in the recitals to this Agreement.

“ Insolvency Proceeding ” shall mean:

(1) any case commenced by or against the Company or any other Grantor under any Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Company or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Company or any other Grantor or any similar case or proceeding relative to the Company or any other Grantor or its creditors, as such, in each case whether or not voluntary;

(2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3) any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.

“ Intercreditor Collateral ” shall mean all “Pledged Collateral” (or equivalent term) as defined in the ABL Security Agreement as in effect on the date hereof.

“ Lien ” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on common law, statute or contract. The term “Lien” shall also include security interests, hypothecations, security assignments, pledges, statutory trusts, deemed trusts, reservations, exceptions, encroachments, easements, rights-of-way, servitudes, covenants, conditions, restrictions, leases pursuant to which the owner of the Property is the lessor, and other title exceptions and encumbrances affecting Property. For the purpose of this Agreement, a Borrower shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

“ Lien Priority ” shall mean with respect to any Lien of the ABL Collateral Agent, the ABL Secured Parties, the Notes Collateral Agent or the Notes Secured Parties on the Intercreditor Collateral, the order of priority of such Lien as specified in Section 2.1.

“ Non-Intercreditor Collateral ” shall mean all “Collateral” (or equivalent term) as defined in any Notes Security Document or the Indenture but excluding all Intercreditor Collateral.

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“ Notes ” shall mean (a) the initial $600,000,000 in aggregate principal amount of 9% Senior Secured Notes due 2017 issued by the Company and the Co-Issuer pursuant to the Indenture, (b) the exchange notes issued in exchange therefor as contemplated by the Registration Rights Agreement dated as of October 10, 2012, among the Company, the Co-Issuer, the Guarantors identified therein and the initial purchasers party thereto and (c) any additional notes issued under the Indenture by the Company and the Co-Issuer, to the extent permitted by the Indenture and the ABL Credit Agreement.

“ Notes Collateral Agent ” shall mean (i) so long as the obligations are outstanding under the Indenture, the Trustee in its capacity as collateral agent for the Notes Secured Parties, and (ii) at any time thereafter, such agent or trustee as is designated “Notes Collateral Agent” by Notes Secured Parties holding a majority in principal amount of the Notes Obligations then outstanding or pursuant to such other arrangements as agreed to among the holders of the Notes Obligations; it being understood that as of the date of this Agreement, the Trustee shall be the Notes Collateral Agent.

“ Notes Documents ” shall mean the indenture, Notes and security documents governing the Notes Obligations, including, without limitation, the Indenture and the related Notes Security Documents.

“ Notes Obligations ” shall mean “Secured Obligations” (as defined in the Security Agreement (as such term is defined in the Indenture)).

“ Notes Secured Parties ” shall mean (i) so long as the Notes are outstanding, the Trustee and the holders of the Notes (including any additional Notes subsequently issued under and in compliance with the terms of the Indenture), (ii) the Notes Collateral Agent and (iii) the holders from time to time of any other Notes Obligations.

“ Notes Security Documents ” shall mean (a) so long as the Notes are outstanding, the Security Documents (as defined in the Indenture) and (b) thereafter any agreement, document or instrument pursuant to which a Lien is granted or purported to be granted securing Notes Obligations or under which rights or remedies with respect to such Liens are governed, which in each case may include intercreditor and/or subordination agreements or arrangements among various Notes Secured Parties.

“ Obligations ” shall mean any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“ Party ” shall mean the ABL Collateral Agent or the Notes Collateral Agent, and “ Parties ” shall mean collectively the ABL Collateral Agent and the Notes Collateral Agent.

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“ Proceeds ” shall mean (a) all “ proceeds, ” as defined in Article 9 of the UCC , with respect to the Intercreditor Collateral , and (b) whatever is recoverable or recovered when any Intercreditor Collateral is sold, exchanged, collected or disposed of, whether voluntarily or involuntarily.

“ Property ” shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“ Refinance ” shall mean, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter alternative financing arrangements, in exchange or replacement for such indebtedness, including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated. “ Refinanced ” and “ Refinancing ” have correlative meanings.

“ Secured Parties ” shall mean the ABL Secured Parties and the Notes Secured Parties.

“ Subsidiary ” shall have the meaning given such term by the ABL Credit Agreement and the Indenture, each as in effect on the date hereof.

“ Trustee ” shall mean Wells Fargo Bank, National Association, in its capacity as trustee under the Indenture and as collateral agent on behalf of the Notes Secured Parties, and its permitted successors.

“ Uniform Commercial Code ” or “ UCC ” shall mean the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided that to the extent that the Uniform Commercial Code is used to define any term in any security document and such term is defined differently in differing Articles of the Uniform Commercial Code, the definition of such term contained in Article 9 shall govern; provided , further , that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, publication or priority of, or remedies with respect to, Liens of any Party are governed by the Uniform Commercial Code or foreign personal property security laws as enacted and in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial Code” or “UCC” will mean the Uniform Commercial Code or such foreign personal property security laws as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, publication, priority or remedies and for purposes of definitions related to such provisions.

Rules of Construction

. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the term “including” is not limiting and shall be deemed to be followed by the phrase “without limitation,” and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Article, section, subsection, clause, schedule and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this

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Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, restatements, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, restatements, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any reference herein to the repayment in full of an obligation shall mean the payment in full in cash of such obligation, or in such other manner as may be approved in writing by the requisite holders or representatives in respect of such obligation, or in such other manner as may be approved by the requisite holders or representatives in respect of such obligation.

ARTICLE 2
LIEN PRIORITY

Priority of Liens

(a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Liens granted to the ABL Collateral Agent or the ABL Secured Parties in respect of all or any portion of the Intercreditor Collateral or of any Liens granted to the Notes Collateral Agent or any Notes Secured Parties in respect of all or any portion of the Intercreditor Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the ABL Collateral Agent or the Notes Collateral Agent (or the ABL Secured Parties or the Notes Secured Parties) on any Intercreditor Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any of the ABL Documents or any of the Notes Documents, or (iv) whether the ABL Collateral Agent or the Notes Collateral Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Intercreditor Collateral, the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the Notes Collateral Agent, on behalf of itself the Notes Secured Parties, hereby agree that:

(1) any Lien in respect of all or any portion of the Intercreditor Collateral now or hereafter held by or on behalf of the Notes Collateral Agent or any Notes Secured Party that secures all or any portion of the Notes Obligations shall in all respects be junior and subordinate to all Liens granted to the ABL Collateral Agent and the ABL Secured Parties on the Intercreditor Collateral; and

(2) any Lien in respect of all or any portion of the Intercreditor Collateral now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens granted to the Notes Collateral Agent or any Notes Secured Party on the Intercreditor Collateral.

The Notes Collateral Agent, for and on behalf of itself and each applicable Notes Secured Party, expressly agrees that any Lien purported to be granted on any Intercreditor Collateral as security for the ABL Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Intercreditor Collateral securing any Notes Obligations for all

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purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner.

(b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that, concurrently herewith, the Notes Collateral Agent, for the benefit of itself and the Notes Secured Parties, has been granted Liens upon all of the Intercreditor Collateral in which the ABL Collateral Agent has been granted Liens and the ABL Collateral Agent hereby consents thereto. The subordination of Liens by the Notes Collateral Agent in favor of the ABL Collateral Agent as set forth herein shall not be deemed to subordinate the Liens of the Notes Collateral Agent or the Notes Secured Parties to Liens securing any other Obligations other than the ABL Obligations.

Waiver of Right to Contest Liens

(a) The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, agrees that it shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the ABL Collateral Agent and the ABL Secured Parties in respect of Intercreditor Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the Notes Collateral Agent, for itself and on behalf of the Notes Secured Parties, agrees that it will not take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the ABL Collateral Agent or any ABL Secured Party under the ABL Documents with respect to the Intercreditor Collateral. Except to the extent expressly set forth in this Agreement, the Notes Collateral Agent, for itself and on behalf of the Notes Secured Parties, hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the ABL Collateral Agent or any ABL Secured Party seeks to enforce its Liens in any Intercreditor Collateral.

(b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the respective Liens of the Notes Collateral Agent or the Notes Secured Parties in respect of the Intercreditor Collateral or the provisions of this Agreement.

Remedies Standstill

(a) The Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the Notes Collateral Agent nor any Notes Secured Party will Exercise Any Secured Creditor Remedies with respect to any Intercreditor Collateral without the prior written consent of the ABL Collateral Agent, and (i) will not take, receive or accept any Proceeds of Intercreditor Collateral or (ii) in the event such Proceeds were received by the Notes

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Collateral Agent, it will apply them in accordance with Section 4.1(c) . From and after the date upon which the Discharge of ABL Obligations shall have occurred, the Notes Collateral Agent or any Notes Secured Party may Exercise Any Secured Creditor Remedies under the Notes Documents or applicable law as to any Intercreditor Collateral .

(b) Notwithstanding the provisions of Section 2.3(a) or any other provision of this Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or Notes Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Intercreditor Collateral in which such other Collateral Agent or other Secured Parties have a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Intercreditor Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (v) voting on any plan of reorganization or filing any proof of claim in any Insolvency Proceeding of any Grantor, or (vi) objecting to the proposed retention of collateral by the other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or Notes Obligations due to the other Collateral Agent or such other Secured Party, in each case (i) through (vi) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement.

(c) Subject to Section 2.3(b), (i) the Notes Collateral Agent, for itself and on behalf of the Notes Secured Parties, agrees that neither it nor any Notes Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Intercreditor Collateral, including any sale, lease, exchange, transfer or other disposition of Intercreditor Collateral, whether by foreclosure or otherwise, and (ii) the Notes Collateral Agent, for itself and on behalf of the Notes Secured Parties, hereby waives any and all rights it or any such Notes Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Intercreditor Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the Notes Secured Parties.

(d) The Notes Collateral Agent, for itself and on behalf of the Notes Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Notes Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Intercreditor Collateral as set forth in this Agreement and the ABL Documents.

(e) Subject to Section 2.3(b), the Notes Collateral Agent, for itself and on behalf of the Notes Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties

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and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Intercreditor Collateral.

Exercise of Rights

(a) No Other Restrictions . Except as otherwise expressly set forth in Section 2.1(a), Section 2.2(a), Section 2.3, Section 3.5 and Article 6 of this Agreement, the Notes Collateral Agent and each Notes Secured Party may exercise rights and remedies as an unsecured creditor and as a secured creditor with respect to the Non-Intercreditor Collateral against the Company or any Subsidiary that has guaranteed the Notes Obligations in accordance with the terms of the applicable Notes Documents and applicable laws. Nothing in this Agreement shall prohibit the receipt by the Notes Collateral Agent or any Notes Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the Notes Collateral Agent or any Notes Secured Party of rights or remedies as a secured creditor in respect of Intercreditor Collateral or enforcement in contravention of this Agreement of any Lien on the Intercreditor Collateral in respect of Notes Obligations held by any of them or in any Insolvency Proceeding. In the event the Notes Collateral Agent or Notes Secured Party becomes a judgment lien creditor or other secured creditor in respect of Intercreditor Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Notes Obligations or otherwise, such judgment or other Lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the Notes Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Intercreditor Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any Notes Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Intercreditor Collateral.

(b) Release of Liens . If, at any time any Grantor or any ABL Secured Party delivers notice to the Notes Collateral Agent with respect to any specified Intercreditor Collateral that:

(A) such specified Intercreditor Collateral is sold, transferred or otherwise disposed of (a “ Disposition ”) by the owner of such Intercreditor Collateral in a transaction permitted under the ABL Credit Agreement and the Indenture; or

(B) the ABL Secured Parties are releasing or have released their Liens on such Intercreditor Collateral in connection with a Disposition in connection with an Exercise of Secured Creditor Remedies with respect to such Intercreditor Collateral,

then the Liens upon such Intercreditor Collateral securing Notes Obligations will automatically be released and discharged as and when, but only to the extent, such Liens on such Intercreditor Collateral securing ABL Obligations are released and discharged ( provided that in the case of clause (B) of this Section 2.4(b), the Liens on any Intercreditor Collateral disposed of in connection with an Exercise of Secured Creditor Remedies shall be automatically released but any proceeds thereof not applied to repay ABL Obligations shall be subject to the respective Liens se

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curing Notes Obligations and shall be applied pursuant to Section 4.1) . Upon delivery to the Notes Collateral Agent of a notice from the ABL Collateral Agent stating that any such release of Liens securing or supporting the ABL Obligation s has become effective (or shall become effective upon the Notes Collateral Agent releasing its Liens on such collateral ), together with the instruments, releases, termination statements or other documents effecting or evidencing such release ( which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the ABL Collateral Agent in connection with such release ), t he Notes Collateral Agent shall, at the Company’s expense, promptly execute and deliver such instruments, releases, termination statements or other documents .

No New Liens

. Until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no Notes Secured Party shall acquire or hold any Lien on any accounts receivable or inventory of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds of inventory or accounts receivable are held or deposited, in each case of the type that would constitute Intercreditor Collateral as described in the definition thereof, whether in the form of accounts receivable, inventory or otherwise, securing any Notes Obligation, if such accounts receivable, inventory or proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any Notes Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts receivable, inventory or proceeds securing any Notes Obligation, which accounts receivable, inventory or proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Notes Collateral Agent (or the applicable Notes Secured Party) shall, without the need for any further consent of any other Notes Secured Party and notwithstanding anything to the contrary in any other Notes Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.

Waiver of Marshalling

. Until the Discharge of the ABL Obligations, the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Intercreditor Collateral or any other similar rights a junior secured creditor may have under applicable law.

ARTICLE 3
ACTIONS OF THE PARTIES

Certain Actions Permitted

. The Notes Collateral Agent and the ABL Collateral Agent may make such demands or file such claims in respect of the Notes Obligations or the ABL Obligations, as applicable, as are necessary to prevent the waiver or bar of such claims under applicable statutes of limitations or other statutes, court orders, or rules of procedure at any time. Except as provided in Section 5.2, nothing in this Agreement shall pro

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hibit the receipt by the Notes Collateral Agent or any Notes Secured Party of the required payments of interest, principal and other amounts owed in respect of the Notes Obligations so long as such receipt is not the direct or indirect result of the exercise by the Notes Collateral Agent or any Notes Secured Party of rights or remedies as a secured creditor with respect to the Intercreditor Collateral (including set-off with respect to the Intercreditor Collateral ) or enforcement in contravention of this Agreement of any Lien held by any of them on the Intercreditor Collateral .

Agent for Perfection

. The Notes Collateral Agent appoints the ABL Collateral Agent, and the ABL Collateral Agent expressly accepts such appointment, to act as agent of the Notes Collateral Agent and each Notes Secured Party under each control agreement with respect to all ABL Controlled Accounts for the purpose of perfecting the respective security interests granted under the Notes Security Documents. None of the ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party, as applicable, shall have any obligation whatsoever to the others to assure that the Intercreditor Collateral is genuine or owned by the Company, any Grantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the ABL Collateral Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Intercreditor Collateral as agent for the Notes Secured Parties for purposes of perfecting the respective Liens held by the Notes Secured Parties. The ABL Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for the Notes Collateral Agent or any Notes Secured Party, or any other Person. The Notes Collateral Agent is not and shall not be deemed to be a fiduciary of any kind for any other Notes Secured Party, or any other Person. Prior to the Discharge of ABL Obligations, in the event that the Notes Collateral Agent or any Notes Secured Party receives any Intercreditor Collateral or Proceeds of Intercreditor Collateral in violation of the terms of this Agreement, then the Notes Collateral Agent or such Notes Secured Party, as the case may be, shall promptly pay over such Proceeds or Intercreditor Collateral to the ABL Collateral Agent in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement.

Inspection and Access Rights

. Without limiting any rights the ABL Collateral Agent or any other ABL Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation of any Intercreditor Collateral (or any other Exercise of Secured Creditor Remedies by the ABL Collateral Agent) and whether or not the Notes Collateral Agent or any Notes Secured Party has commenced and is continuing to Exercise Any Secured Creditor Remedies of any Notes Secured Party, the ABL Collateral Agent shall have the right (a) during normal business hours on any business day, to access Intercreditor Collateral that is stored or located in or on Non-Intercreditor Collateral, and (b) to reasonably use the Non-Intercreditor Collateral (including, without limitation, equipment, computers, software, intellectual property, real property and books and records) in order to inspect, copy or download information stored on, take actions to perfect its Lien on, or otherwise deal with the Intercreditor Collateral, in each case with a prior written notice to, but without the involvement of or interference by, the Notes Collateral Agent or any Notes Secured Party and without liability to any Notes Secured Party; provided , however , if the Notes Collateral Agent takes actual possession of any Non-Intercreditor Collateral in contemplation of a sale of such Non-Intercreditor Collateral or is otherwise exercising a remedy with respect to Non-Intercreditor Collateral, the Notes Collateral Agent shall (i) either give the ABL Collateral Agent an opportunity during the 120 day period immediately following a notice from the Notes Collateral Agent prior to the Notes Collateral

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Agent’s sale of any such Non-Intercreditor Collateral to access Intercreditor Collateral as contemplated in (a) and (b) above or (ii) have the purchaser of such Non-Intercreditor Collateral agree in writing to be bound by the provisions of clause (i) of this sentence . For the avoidance of doubt, this Section 3.3 governs the rights of access , use and inspection as between the ABL Secured Parties on the one hand and the Notes Secured Parties on the other (and not as between the Secured Parties and the Grantors, which rights are set forth in and governed by the applicable Credit Documents and are not affected by this Section 3.3).

Insurance

. Proceeds of Intercreditor Collateral include insurance proceeds and, therefore, the Lien Priority shall govern the ultimate disposition of insurance proceeds to the extent such insurance insures Intercreditor Collateral. Prior to the Discharge of ABL Obligations, the ABL Collateral Agent shall have the sole and exclusive right, as against the Notes Collateral Agent, to the extent permitted by the ABL Documents and subject to the rights of the Grantors thereunder, to adjust settlement of insurance claims to the extent such insurance insures Intercreditor Collateral in the event of any covered loss, theft or destruction of Intercreditor Collateral. Prior to the Discharge of ABL Obligations, all proceeds of such insurance with respect to Intercreditor Collateral shall be remitted for application in accordance with Section 4.1 hereof.

Exercise of Remedies – Set-Off and Tracing of and Priorities in Proceeds

. The Notes Collateral Agent, for itself and on behalf of the Notes Secured Parties, acknowledges and agrees that, to the extent the Notes Collateral Agent or any Notes Secured Party exercises its rights of set-off against any Grantor’s Deposit Accounts to the extent constituting or containing Intercreditor Collateral or proceeds thereof, the amount of such set-off shall be deemed to be Intercreditor Collateral to be held and distributed pursuant to Section 4.1. In addition, unless and until the Discharge of ABL Obligations occurs, the Notes Collateral Agent and each Notes Secured Party hereby consents to the application of cash or other proceeds of Intercreditor Collateral deposited under control agreements to the repayment of ABL Obligations pursuant to the ABL Documents.

ARTICLE 4
APPLICATION OF PROCEEDS

Application of Proceeds

(a) Revolving Nature of ABL Obligations . The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, expressly acknowledges and agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent and the ABL Secured Parties will apply payments and make advances thereunder, and that no application of any Intercreditor Collateral or the release of any Lien by the ABL Collateral Agent upon any portion of the Intercreditor Collateral in connection with a permitted disposition by the Grantors under the ABL Credit Agreement shall constitute an Exercise of Secured Creditor Remedies under this Agreement; (ii) subject to the limitations set forth in clause (i) of the definition of “Permitted Debt” in the Indenture (as in effect on the date hereof) or such additional amounts as consented to by the holders of the Notes Obligations (in accordance with the provisions thereof), the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently rebor

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rowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or R efinanced, in each event, without notice to or consent by the Notes Secured Parties and without affecting the provisions hereof; and (iii) all Intercreditor Collateral received by the ABL Collateral Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or R efinancing of either the ABL Obligations or any Notes Obligations , or any portion thereof.

(b) Application of Proceeds of Intercreditor Collateral . The ABL Collateral Agent and the Notes Collateral Agent hereby agree that all Intercreditor Collateral and all Proceeds thereof received by any of them in connection with any Exercise of Secured Creditor Remedies with respect to the Intercreditor Collateral shall be applied, first , to the payment of costs and expenses of the ABL Collateral Agent in connection with such Exercise of Secured Creditor Remedies, and second , to the payment of the ABL Obligations in accordance with the ABL Documents until the Discharge of ABL Obligations shall have occurred.

(c) Payments Over . Any Intercreditor Collateral or Proceeds thereof received by the Notes Collateral Agent or any Notes Secured Party in connection with the exercise of any right or remedy (including set-off or credit bid) or in any Insolvency Proceeding relating to the Intercreditor Collateral prior to the Discharge of ABL Obligations and not expressly permitted by this Agreement shall be segregated and held in trust for the benefit of and forthwith paid over to the ABL Collateral Agent (and/or its designees) for the benefit of the ABL Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The ABL Collateral Agent is hereby authorized to make any such endorsements as agent for the Notes Collateral Agent and each Notes Secured Party. This authorization is coupled with an interest and is irrevocable.

(d) Limited Obligation or Liability . In exercising remedies, whether as a secured creditor or otherwise, the ABL Collateral Agent shall have no obligation or liability to the Notes Collateral Agent or any Notes Secured Party regarding the adequacy of any proceeds realized on any collateral or for any action or omission, save and except solely for an action or omission that breaches the express obligations undertaken by each Party under the terms of this Agreement. Notwithstanding anything to the contrary herein contained, none of the Parties hereto waives any claim that it may have against a Secured Party on the grounds that any sale, transfer or other disposition by the Secured Party was not commercially reasonable in every respect as required by the UCC.

(e) Turnover of Collateral After Discharge . Upon the Discharge of ABL Obligations, the ABL Collateral Agent shall (a) notify the Notes Collateral Agent in writing of the occurrence of such Discharge of ABL Obligations and (b) at the Company’s expense, deliver to the Notes Collateral Agent or execute such documents as the Notes Collateral Agent may reasonably request (including assignment of control agreements with respect to ABL Controlled Accounts) in order to effect a transfer of control to the Notes Collateral Agent over any and all ABL Controlled Accounts in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct.

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Specific Performance

. Each of the ABL Collateral Agent and the Notes Collateral Agent is hereby authorized to demand specific performance of this Agreement, whether or not the Company or any Grantor shall have complied with any of the provisions of any of the Credit Documents, at any time when the other Party shall have failed to comply with any of the provisions of this Agreement applicable to it. Each of the ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, and the Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

ARTICLE 5
INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS

Notice of Acceptance and Other Waivers

(a) All ABL Obligations at any time made or incurred by the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, hereby waives notice of acceptance, or proof of reliance by the ABL Collateral Agent or any ABL Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the ABL Obligations. All Notes Obligations at any time made or incurred by the Company or any Grantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, hereby waives notice of acceptance, or proof of reliance, by the Notes Collateral Agent or any such Notes Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Notes Obligations.

(b) None of the ABL Collateral Agent, any ABL Secured Party or any of their respective Affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect or realize upon any of the Intercreditor Collateral or any Proceeds thereof, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Intercreditor Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Intercreditor Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the ABL Collateral Agent or any ABL Secured Party honors (or fails to honor) a request by any Borrower under the ABL Credit Agreement for an extension of credit pursuant to any ABL Credit Agreement or any of the other ABL Documents, whether the ABL Collateral Agent or any ABL Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any Notes Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Collateral Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under any ABL Documents (subject to the express terms and conditions hereof), neither the ABL Collateral Agent nor any ABL Secured Party shall have any liability whatsoever to the Notes Collateral Agent or any Notes Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The ABL Collateral Agent and the ABL Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under any ABL Credit Agreement and any of the other ABL Doc

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uments as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the Notes Collateral Agent or any Notes Secured Party have in the Intercreditor Collateral , except as otherwise expressly set forth in this Agreement. The Notes Collateral Agent, on behalf of itself and the Notes Secured Parties , agrees that neither the ABL Collateral Agent nor any ABL Secured Party shall incur any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the Intercreditor Collateral or Proceeds thereof, pursuant to the ABL Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. The Notes Collateral Agent and the Notes Secured Parties shall be entitl ed to manage and supervise the Non-Intercreditor Collateral, hold their second lien on the Intercreditor Collateral in accordance with the terms hereof and manage and supervise the extensions of credit under the Notes Documents as provided in the Indenture and the Notes Security Documents, in each case without regard to any rights or interests of the ABL Collateral Agent or any ABL Secured Parties , except as otherwise expressly set forth in this Agreement.

Modifications to ABL Documents and Notes Documents

(a) In the event that the ABL Collateral Agent or the ABL Secured Parties enter into any amendment, waiver or consent in respect of, or replace any of the ABL Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any ABL Security Document or changing in any manner the rights of the ABL Collateral Agent, the ABL Secured Parties, the Company or any other Grantor thereunder (excluding the release of any Liens in Intercreditor Collateral except in accordance with Section 2.4(b)), then such amendment, waiver or consent, to the extent related to Intercreditor Collateral, shall upon delivery of written notice of such amendment, waiver or consent to the Notes Collateral Agent together with a conforming amendment of the Comparable Notes Security Document, apply automatically to any comparable provision (but only to the extent as such provision relates to Intercreditor Collateral) of each Comparable Notes Security Document without the consent of the Notes Collateral Agent or any Notes Secured Party and without any action by the Notes Collateral Agent, any Notes Secured Party, the Company or any other Grantor; provided , however , that such amendment, waiver or consent does not materially adversely affect the rights of the Notes Secured Parties or the interests of the Notes Secured Parties in the Intercreditor Collateral in a manner materially different from that affecting the rights of the ABL Secured Parties thereunder or therein. For the avoidance of doubt, no such amendment, modification or waiver shall apply to or otherwise affect (a) any Non-Intercreditor Collateral or (b) any document, agreement or instrument which neither grants nor purports to grant a Lien on, nor governs nor purports to govern any rights or remedies in respect of, Intercreditor Collateral. The Notes Collateral Agent shall execute and deliver any conforming amendment, waiver or consent complying with this Section 5.2(a) with respect to the Notes Security Documents promptly after receipt thereof.

(b) So long as the Discharge of ABL Obligations has not occurred, without the prior written consent of the ABL Collateral Agent, the Notes Collateral Agent shall not consent to amend, supplement or otherwise modify any, or enter into any new, Notes Security Document relating to Intercreditor Collateral to the extent such amendment, supplement or modification, or the terms of such new Notes Security Document, would be prohibited by or inconsistent

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with any of the terms of this Agreement. The Notes Collateral Agent agree s that each Notes Security Document relating to Intercreditor Collateral shall include the following language (or language to similar effect approved by the ABL Collateral Agent ) :

“Notwithstanding anything herein to the contrary, the liens and security interests granted to Wells Fargo Bank, National Association pursuant to this Agreement and the exercise of any right or remedy by Wells Fargo Bank, National Association hereunder are subject to the limitations and provisions of the Intercreditor Agreement, dated as of October 10, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “ Intercreditor Agreement ”), among Bank of America, N.A., as ABL Collateral Agent, and Wells Fargo Bank, National Association, as Notes Collateral Agent, and certain other persons party or that may become party thereto from time to time, and consented to by the Grantors identified therein. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

(c) No consent furnished by the ABL Collateral Agent or the Notes Collateral Agent pursuant to Section 5.2(a) or 5.2(b) hereof shall be deemed to constitute the modification or waiver of any provisions of the ABL Documents or any of the Notes Documents, each of which remain in full force and effect as written.

(d) The ABL Obligations and the several Notes Obligations may be Refinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is required to permit the refinancing transaction under any ABL Document or any Notes Document) of, the ABL Collateral Agent, the ABL Secured Parties, the Notes Collateral Agent or any Notes Secured Parties, as the case may be, provided such Refinancing does not affect the relative Lien Priorities provided for herein or directly alter the other provisions hereof to the extent relating to the relative rights, obligations and priorities of the ABL Secured Parties on the one hand and the Notes Secured Parties on the other.

Reinstatement and Continuation of Agreement

If the ABL Collateral Agent or any ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Company or the Co-Issuer, any Grantor, or any other Person any payment made in satisfaction of all or any portion of the ABL Obligations (an “ ABL Recovery ”), then the ABL Obligations shall be reinstated to the extent of such ABL Recovery. If this Agreement shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated in full force and effect in the event of such ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. The ABL Collateral Agent shall use commercially reasonable efforts to give written notice to the Notes Collateral Agent of the occurrence of any such ABL Recovery ( provided that the failure to give such notice shall not affect the ABL Collateral Agent’s rights hereunder, except it being understood that the Notes Collateral Agent shall not be charged with knowledge of such ABL Recovery or required to take any actions based on such ABL Recovery until it has received such written notice of the occurrence of such ABL Recovery).

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All rights, interests, agreements, and obligations of the ABL Collateral Agent, the Notes Collateral Agent, the ABL Secured Parties and the Notes Secured Parties under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against the Company, the Co-Issuer or any Grantor or any other circumstance which otherwise might constitute a defense (other than a defense that such obligations have in-fact been repaid) available to, or a discharge of the Company, the Co-Issuer or any Grantor in respect of the ABL Obligations or the Notes Obligations. No priority or right of the ABL Collateral Agent or any ABL Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of the Company, the Co-Issuer or any Grantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the ABL Documents, regardless of any knowledge thereof which the ABL Collateral Agent or any ABL Secured Party may have.

ARTICLE 6
INSOLVENCY PROCEEDINGS

DIP Financing

(a) If the Company, the Co-Issuer or any Grantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company, the Co-Issuer or any Grantor with, or consent to a third party providing, any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Intercreditor Collateral under Section 363 of the Bankruptcy Code (each, a “ DIP Financing ”), with such DIP Financing to be secured by all or any portion of the Intercreditor Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code, would be Intercreditor Collateral) but not any other asset or any Non-Intercreditor Collateral, then the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the Notes Collateral Agent securing the Notes Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Intercreditor Collateral, except as permitted by Section 6.3(b)), so long as (i) the Notes Collateral Agent retains its Lien on the Intercreditor Collateral to secure the Notes Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; (iii) all Liens on Intercreditor Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Intercreditor Collateral and (iv) no Notes Secured Party is required (without its consent) to lend or incur any monetary obligation in connection with such DIP Financing; provided, however, that nothing contained in this Agreement shall prohibit or restrict the Notes Collateral Agent or any Notes Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds

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of a failure to provide “adequate protection” for the Liens of the Notes Collateral Agent on Non- Intercreditor Collateral securing the Notes Obligations.

(b) All Liens granted to the ABL Collateral Agent or the Notes Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other terms and conditions of this Agreement.

Relief from Stay

. The Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees not to seek relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of any portion of the Intercreditor Collateral without the ABL Collateral Agent’s express written consent.

No Contest; Adequate Protection

(a) The Notes Collateral Agent, on behalf of itself and the Notes Secured Parties, agrees that it shall not contest (or support any other Person contesting) (x) any request by the ABL Collateral Agent or any ABL Secured Party for adequate protection of its interest in the Intercreditor Collateral, (y) any objection by the ABL Collateral Agent or any ABL Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Collateral Agent or any ABL Secured Party that its interests in the Intercreditor Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Collateral Agent as adequate protection of its interests are subject to this Agreement or (z) any lawful exercise by the ABL Collateral Agent or any ABL Secured Party of the right to credit bid ABL Obligations at any sale of Intercreditor Collateral or Intercreditor Collateral; provided , however , that nothing contained in this Agreement shall prohibit or restrict the Notes Collateral Agent or any Notes Secured Party from contesting or challenging (or support any other Person contesting or challenging) any request by the ABL Collateral Agent or any ABL Secured Party for “adequate protection” (or the grant of any such “adequate protection”) to the extent such “adequate protection” is in the form of a Lien on any Non-Intercreditor Collateral.

(b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency Proceeding, if the ABL Secured Parties (or any subset thereof) are granted adequate protection with respect to Intercreditor Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Intercreditor Collateral), then the ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, agrees that the Notes Collateral Agent, on behalf of itself and/or any of the Notes Secured Parties, may seek or request (and the ABL Secured Parties will not oppose such request) adequate protection with respect to its interests in such Intercreditor Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the ABL Obligations on the same basis as the other Liens of the Notes Collateral Agent on the Intercreditor Collateral (it being understood that to the extent that any such additional collateral constituted Non-Intercreditor Collateral at the time it was granted to the ABL Secured Parties, the Lien thereon in favor of the ABL Secured Parties shall be subordinate in all respects to the Liens thereon in favor of the Notes Secured Parties).

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Asset Sales

. The Notes Collateral Agent agrees, on behalf of itself and the Notes Secured Parties, that it will not oppose any sale consented to by the ABL Collateral Agent of any Intercreditor Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) so long as the proceeds of such sale are applied in accordance with this Agreement.

Separate Grants of Security and Separate Classification

. The Notes Collateral Agent, each Notes Secured Party, each ABL Secured Party and the ABL Collateral Agent each acknowledge and agree that (i) the grants of Liens pursuant to the ABL Security Documents on the one hand and the Notes Security Documents on the other hand constitute separate and distinct grants of Liens and the Notes Secured Parties’ claims against the Company, the Co-Issuer and/or any Grantor in respect of Intercreditor Collateral constitute junior claims separate and apart (and of a different class) from the senior claims of the ABL Secured Parties against the Company, the Co-Issuer and the Grantors in respect of Intercreditor Collateral and (ii) because of, among other things, their differing rights in the Intercreditor Collateral, the Notes Obligations are fundamentally different from the ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Secured Parties and any Notes Secured Parties in respect of the Intercreditor Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the ABL Secured Parties and the Notes Secured Parties hereby acknowledge and agree that all distributions in respect of or from the Proceeds of Intercreditor Collateral shall be made as if there were separate classes of ABL Obligation claims and Notes Obligation claims against the Grantors (with the effect being that, to the extent that the aggregate value of the Intercreditor Collateral is sufficient (for this purpose ignoring all claims held by the Notes Secured Parties), the ABL Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest at the relevant contract rate, before any distribution is made in respect of the claims held by the Notes Secured Parties from such Intercreditor Collateral), with the Notes Secured Parties hereby acknowledging and agreeing to turn over to the ABL Secured Parties amounts otherwise received or receivable by them in respect of or from the Proceeds of Intercreditor Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

Enforceability

. The provisions of this Agreement are intended to be and shall be enforceable under Section 510(a) of the Bankruptcy Code.

ABL Obligations and Notes Obligations Unconditional

. All rights, interests, agreements and obligations of the ABL Collateral Agent and the ABL Secured Parties, and the Notes Collateral Agent and the Notes Secured Parties, respectively, hereunder shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any ABL Documents or any Notes Documents;

(b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the ABL Obligations or Notes Obligations, or any amendment or

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waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the ABL Credit Agreement or any other ABL Document or of the terms of the Indenture or any other Notes Document;

(c) any exchange of any security interest in any Intercreditor Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the ABL Obligations or Notes Obligations or any guarantee thereof;

(d) the commencement of any Insolvency Proceeding in respect of the Company or any other Grantor; or

(e) any other circumstances that otherwise might constitute a defense (other than a defense that such obligations have in fact been repaid) available to, or a discharge of, the Company or any other Grantor in respect of ABL Obligations or Notes Obligations in respect of this Agreement.

ARTICLE 7
MISCELLANEOUS

Rights of Subrogation

. The Notes Collateral Agent, for and on behalf of itself and the Notes Secured Parties, agrees that no payment to the ABL Collateral Agent or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Notes Collateral Agent or any Notes Secured Party to exercise any rights of subrogation in respect thereof until the Discharge of ABL Obligations shall have occurred. Following the Discharge of ABL Obligations, the ABL Collateral Agent agrees to execute such documents, agreements, and instruments as the Notes Collateral Agent or any Notes Secured Party may reasonably request, at the Company’s expense, to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Collateral Agent by such Person.

Further Assurances

. The Parties will, at their own expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that any Party may reasonably request, in order to protect any right or interest granted or purported to be granted hereby or to enable the ABL Collateral Agent or the Notes Collateral Agent to exercise and enforce its rights and remedies hereunder; provided , however , that no Party shall be required to pay over any payment or distribution, execute any instruments or documents, or take any other action referred to in this Section 7.2, to the extent that such action would contravene any law, order or other legal requirement or any of the terms or provisions of this Agreement, and in the event of a controversy or dispute, such Party may interplead any payment or distribution in any court of competent jurisdiction, without further responsibility in respect of such payment or distribution under this Section 7.2.

Representations

. The Notes Collateral Agent represents and warrants (for itself and solely in its capacity as Notes Collateral Agent) to the ABL Collateral Agent that it has the requisite power and authority under the Notes Documents to enter into, exe

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cute, deliver, and carry out the terms of this Agreement on behalf of itself and the Notes Secured Parties and that this Agreement shall be binding obligations of the Notes Collateral Agent and the Notes Secured Parties , enforceable against the Notes Collateral Agent and Notes Secured Parties in accordance with its terms. The ABL Collateral Agent represents and warrants to the Notes Collateral Agent that it has the requisite power and authority under the ABL Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the ABL Secured Parties and that this Agreement shall be binding obligations of the ABL Collateral Agent and the ABL Secured Parties , enforceable against the ABL Collateral Agent and the ABL Secured Parties in accordance with its terms.

Amendments

. No amendment or waiver of any provision of this Agreement nor consent to any departure by any Party hereto shall be effective unless it is in a written agreement executed by the Notes Collateral Agent and the ABL Collateral Agent, and consented to in writing by the Company and the Co-Issuer, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding anything in this Section 7.4 to the contrary, this Agreement may be amended from time to time at the request of the Company or the Co-Issuer, at the Company’s expense, and without the consent of the ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent or any Notes Secured Party to (i) provide for a replacement ABL Collateral Agent in accordance with the ABL Documents, provide for a replacement Notes Collateral Agent in accordance with the applicable Notes Documents (including for the avoidance of doubt to provide for a replacement Notes Collateral Agent assuming such role in connection with any Refinancing of the Notes Documents permitted hereunder) and/or secure additional extensions of credit or add other parties holding ABL Obligations or Notes Obligations to the extent such Indebtedness does not expressly violate the ABL Credit Agreement or the Indenture and (ii) in the case of such additional Notes Obligations, (a) establish that the Lien on the Intercreditor Collateral securing such Notes Obligations shall be junior and subordinate in all respects to all Liens on the Intercreditor Collateral securing any ABL Obligations (at least to the same extent as (taken together as a whole) the Liens on Intercreditor Collateral in favor of the Notes Obligations are junior and subordinate to the Liens on Intercreditor Collateral in favor of the ABL Obligations pursuant to this Agreement immediately prior to the incurrence of such additional Notes Obligations) and (b) provide to the holders of such Notes Obligations (or any agent or trustee thereof) the comparable rights and benefits (including any improved rights and benefits that have been consented to by the ABL Collateral Agent) as are provided to the Notes Secured Parties under this Agreement.

Addresses for Notices

. All notices to the ABL Secured Parties and the Notes Secured Parties permitted or required under this Agreement may be sent to the applicable Collateral Agent for such Secured Party, respectively, as provided in the applicable Credit Document. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied, electronically mailed or sent by courier service or U.S. mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via U.S. mail (registered or certified, with postage prepaid and properly addressed).

No Waiver, Remedies

. No failure on the part of any Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall

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any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Continuing Agreement, Transfer of Secured Obligations

. This Agreement is a continuing agreement and shall (a) subject to Section 5.3, remain in full force and effect until the Discharge of ABL Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Intercreditor Collateral. All references to any Grantor shall include any Grantor as debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Collateral Agent, any ABL Secured Party, the Notes Collateral Agent and any Notes Secured Party may assign or otherwise transfer all or any portion of the ABL Obligations or the Notes Obligations, as applicable, to any other Person (other than the Company, any Grantor or any Affiliate of the Company or any Grantor and any Subsidiary of the Company or any Grantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the ABL Collateral Agent, the Notes Collateral Agent, any ABL Secured Party, or any applicable Notes Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties and the Notes Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide Indebtedness to, or for the benefit of, any Grantor on the faith hereof.

Governing Law; Entire Agreement

. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

Counterparts

. This Agreement may be executed in any number of counterparts, including by means of facsimile or “pdf” file thereof, and it is not necessary that the signatures of all Parties be contained on any one counterpart hereof, each counterpart will be deemed to be an original, and all together shall constitute one and the same document.

No Third Party Beneficiaries

. Except for the Company and the Co-Issuer to the extent provided in Section 7.4, this Agreement is solely for the benefit of the ABL Collateral Agent, the ABL Secured Parties, the Notes Collateral Agent and the Notes Secured Parties. No other Person (including except to the extent provided in Section 7.4, the Company, any Grantor or any Affiliate or Subsidiary of the Company or any Grantor) shall be deemed to be a third party beneficiary of this Agreement.

Headings

. The headings of the articles and sections of this Agreement are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereof.

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Severability

. If any of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement and shall not invalidate the Lien Priority or the application of Proceeds and other priorities set forth in this Agreement.

Attorneys’ Fees

. The Parties agree that if any dispute, arbitration, litigation, or other proceeding is brought with respect to the enforcement of this Agreement or any provision hereof, the prevailing party in such dispute, arbitration, litigation, or other proceeding shall be entitled to recover its reasonable attorneys’ fees and all other costs and expenses incurred in the enforcement of this Agreement, irrespective of whether suit is brought.

VENUE; JURY TRIAL WAIVER

. The parties hereto consent to the jurisdiction of any state or federal court located in New York, New York, and consent that all service of process may be made by registered mail directed to such party as provided in Section 7.5 for such party. Service so made shall be deemed to be completed three days after the same shall be posted as aforesaid. The parties hereto waive any objection to any action instituted hereunder in any such court based on forum non conveniens, and any objection to the venue of any action instituted hereunder in any such court. Each of the parties hereto waives any right it may have to trial by jury in respect of any litigation based on, or arising out of, under or in connection with this Agreement, or any course of conduct, course of dealing, verbal or written statement or action of any party hereto in connection with the subject matter hereof .

(a) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 7.5. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Intercreditor Agreement

. This Agreement is the Intercreditor Agreement referred to in the ABL Documents and the Notes Documents. Nothing in this Agreement shall be deemed to subordinate the obligations due to (i) any ABL Secured Party to the obligations due to any Notes Secured Party or (ii) any Notes Secured Party to the obligations due to any ABL Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness.

Effectiveness

. This Agreement shall become effective when executed and delivered by the parties hereto. This Agreement shall be effective both before and after the commencement of any Insolvency Proceeding.

Collateral Agents

. It is understood and agreed that (a) Bank of America is entering into this Agreement in its capacity as collateral agent under the ABL Credit Agreement, and the provisions of Section 13 of the ABL Credit Agreement applicable to the administrative agent and collateral agent thereunder shall also apply to the ABL Collateral Agent hereunder, and (b) Wells Fargo Bank, National Association is entering into this

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Agreement in its capacity as collateral agent under the Indenture, and the provisions of Article VII of the Indenture applicable to the Trustee and collateral agent thereunder shall also apply to the Notes Collateral Agent hereunder .

The Notes Collateral Agent shall not be responsible for and makes no representation as to the validity or adequacy of, or the existence, genuineness, value or protection of any Intercreditor Collateral or Non-Intercreditor Collateral, for the legality, effectiveness or sufficiency of any Notes Security Document or ABL Security Document, or for the creation, perfection, priority, sufficiency or protection of any Lien (except, without degradation, as otherwise expressly provided herein), and it shall not be responsible for any statement with respect to any other party or recital herein or any statement in the Indenture or the Notes, any statement or recital in any document in connection with this Agreement. Anything to the contrary herein notwithstanding, the Notes Collateral Agent shall have no liability to any other Secured Party as a consequence of its performance or non-performance hereunder, except for gross negligence, willful misconduct and willful breach hereof. The Notes Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any fiduciary relationship with any party hereto, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Indenture or any Security Document or otherwise exist against the Notes Collateral Agent. The Notes Collateral Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law (including the Trust Indenture Act of 1939, as amended) shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Security Documents in good faith and in accordance with the advice or opinion of such counsel. The Notes Collateral Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action. The Notes Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Notes Collateral Agent need not investigate any fact or matter stated in any such document. The provisions of this Section shall survive satisfaction and discharge or the termination for any reason of this Agreement and the resignation or removal of the Notes Collateral Agent. Without limiting the generality of the foregoing, Section 7.14 of the Indenture is hereby incorporated herein as if full set forth herein.

In no event shall any party hereto be liable under or in connection with this Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if such party has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

No Warranties or Liability

. Each of the ABL Collateral Agent and the Notes Collateral Agent acknowledges and agrees that none of the other has made any representation or warranty with respect to the execution, validity, legality, completeness, collectability or enforceability of any other ABL Document or Notes Document, as the case may be.

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Conflicts

. In the event of any conflict between the provisions of this Agreement and the provisions of any Credit Document, the provisions of this Agreement shall govern.

Information Concerning Financial Condition of the Credit Parties

. Each of the Notes Collateral Agent and the ABL Collateral Agent hereby assumes responsibility for keeping itself informed of the financial condition of the Grantors and all other circumstances bearing upon the risk of nonpayment of the ABL Obligations or the Notes Obligations. The ABL Collateral Agent and the Notes Collateral Agent each hereby agree that no party shall have any duty to advise any other party of information known to it regarding such condition or any such circumstances. In the event either the ABL Collateral Agent or the Notes Collateral Agent, in its sole discretion, undertakes at any time or from time to time to provide any information to any other party to this Agreement, (a) it shall be under no obligation (i) to provide any such information to any other party or any other party on any subsequent occasion, (ii) to undertake any investigation not a part of its regular business routine, or (iii) to disclose any other information, and (b) it makes no representation as to the accuracy or completeness of any such information and shall not be liable for any information contained therein, and (c) the Party receiving such information hereby agrees to hold the other Party harmless from any action the receiving Party may take or conclusion the receiving Party may reach or draw from any such information, as well as from and against any and all losses, claims, damages, liabilities, and expenses to which such receiving Party may become subject arising out of or in connection with the use of such information.

Acknowledgement

. The ABL Collateral Agent hereby acknowledges for itself and on behalf of each ABL Secured Party that there are assets of the Company and its Subsidiaries (including, the Co-Issuer and Grantors) which are subject to Liens in favor of the Notes Collateral Agent or other creditors but which do not constitute Intercreditor Collateral and nothing in this Agreement shall grant or imply the grant of any Lien or other security interest in such assets in favor of the ABL Collateral Agent to secure any ABL Obligations and nothing in this Agreement shall affect or limit the rights of the Notes Collateral Agent or any Notes Secured Party in any Non-Intercreditor Collateral or any other assets of the Company or any of its Subsidiaries (other than Intercreditor Collateral) securing any Notes Obligations.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

BANK OF AMERICA, N.A.,
as ABL Collateral Agent

By:

/s/ Stephen King
Name: Stephen King
Title: Senior Vice President

S-1

WELLS FARGO BANK, NATIONAL ASSOCIATION ,
as Notes Collateral Agent

By:

/s/ Lynn M. Steiner
Name:Lynn M. Steiner
Title:Vice President

S-2

CONSENT OF COMPANY AND GRANTORS

Dated: October 10, 2012

Reference is made to the Intercreditor Agreement dated as of the date hereof between Bank of America, N.A., as ABL Collateral Agent, and Wells Fargo Bank, National Association, as Notes Collateral Agent, as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time (the “ Intercreditor Agreement ”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

Each of the undersigned Grantors has read the foregoing Intercreditor Agreement and consents thereto. Each of the undersigned Grantors agrees not to take any action that would be contrary to the express provisions of the foregoing Intercreditor Agreement applicable to it, agrees to abide by the requirements expressly applicable to it under the foregoing Intercreditor Agreement and agrees that, except as otherwise provided therein, no ABL Secured Party or Notes Secured Party shall have any liability to any Grantor for acting in accordance with the provisions of the foregoing Intercreditor Agreement provided that such party has not acted in violation of the ABL Security Documents, Notes Security Documents or applicable Credit Documents. Each Grantor understands that the foregoing Intercreditor Agreement is for the sole benefit of the ABL Secured Parties and the Notes Secured Parties and their respective successors and assigns, and that such Grantor is not an intended beneficiary or third party beneficiary thereof except to the extent otherwise expressly provided therein.

Without limitation to the foregoing, each Grantor agrees to take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the ABL Collateral Agent or the Notes Collateral Agent (or any of their respective agents or representatives) may reasonably request to effectuate the terms of and the lien priorities contemplated by the Intercreditor Agreement.

This Consent shall be governed and construed in accordance with the laws of the State of New York. Notices delivered to any Grantor pursuant to this Consent shall be delivered in accordance with the notice provisions set forth in the ABL Credit Agreement.

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IN WITNESS WHEREOF, this Consent is hereby executed by each of the Grantors as of the date first written above.

RYERSON INC.

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

JOSPEH T. RYERSON & SON, INC.

\ By:

/s/ Eva M. Kalawski
Name: Eva M. Kalawski
Title: Vice President & Secretary

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RCJV Holdings, Inc.

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

RdM Holdings, Inc.

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

Ryerson Americas, Inc.

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

Ryerson International Material Management Services, Inc.

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

Ryerson International Trading, Inc.

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

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Ryerson International, Inc.

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

Ryerson Pan-Pacific LLC

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

Ryerson Procurement Corporation

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

J.M. Tull Metals Company, Inc.

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

EPE, LLC

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

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Turret Holding Corporation

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

Ryerson Holdings (Brazil), LLC

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

Turret Steel Industries, Inc.

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

Sunbelt-Turret Steel Inc.

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

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Imperial Trucking Company, LLC

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

Wilcox-Turret Cold Drawn, Inc.

By:

/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: Vice President

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Exhibit 10.28

EXECUTION VERSION

AMENDMENT NO. 1 , dated as of March 11, 2015 (this “ Amendment ”), to the Intercreditor Agreement dated as of October 10, 2012 by and between Bank of America, N.A. as ABL Collateral Agent and Wells Fargo Bank, National Association as Notes Collateral Agent (the “ Intercreditor Agreement ”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

WHEREAS, Joseph T. Ryerson & Son, Inc., successor in interest to Ryerson Inc. (the “ Company ”) desires to amend the Intercreditor Agreement on the terms set forth herein;

WHEREAS, Section 7.4 of the Intercreditor Agreement provides that the Company may amend the Intercreditor Agreement in order to secure additional extensions of credit that do not expressly violate the ABL Credit Agreement or the Indenture, without the consent of any other Person;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment to Intercreditor Agreement . The Intercreditor Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended by replacing the definition of “ABL Obligations” in its entirety with the following:

“ ABL Obligations ” shall mean all “Secured Obligations” as defined in the ABL Security Agreement.

Section 2. Effectiveness . Section 1 of this Amendment shall become effective upon the execution and delivery of this Amendment by the Company (such date, if any, the “ Amendment No. 1 Effective Date ”).

Section 3. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 4. Applicable Law . THIS AMENDMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED AND SHALL BE DEEMED TO HAVE BEEN MADE IN NEW YORK, NEW YORK. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

Section 5. Headings . The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 6. Effect of Amendment . Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Secured Parties under the Intercreditor Agreement, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Intercreditor Agreement or any other provision of either such agreement or any other Credit Document. Each and every term, condition, obligation, covenant and agreement contained in the Intercreditor Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect and nothing herein can or may be construed as a novation thereof. This Amendment shall constitute a Credit Document for purposes of the Credit Agreement and from and after the Amendment No. 1 Effective Date, all references to the Intercreditor Agreement in any Credit Document and all references in the Intercreditor Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Intercreditor Agreement, shall, unless expressly provided otherwise, refer to the Intercreditor Agreement as amended by this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

JOSEPH T. RYERSON & SON, INC.

By: /s/ Robert Delaney
Name: Robert Delaney
Title: Treasurer

[Signature Page to Amendment]

Exhibit 10.29

JOINDER AGREEMENT dated as of July 24, 2015 (this “ Joinder Agreement ”) is delivered pursuant to that certain INTERCREDITOR AGREEMENT dated as of October 10, 2012 and amended as of March 11, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Intercreditor Agreement ”), by and between Bank of America, N.A in its capacity as collateral agent (the “ Existing ABL Collateral Agent ”) for the existing ABL Secured Parties (the “ Existing ABL Secured Parties ”) and WELLS FARGO Bank, N.A. , in its capacity as collateral agent for the Notes Secured Parties with respect to the Indenture (the “ Indenture ”), and the other parties thereto. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

WHEREAS, the Intercreditor Agreement provides that some or all of the ABL Obligations may be Refinanced without affecting the lien priorities provided for therein or the other provisions thereof and the Discharge of ABL Obligations shall not be deemed to have occurred if payments in respect of ABL Obligations are made with the proceeds of other ABL Obligations that constitute a Refinancing of such ABL Obligations.

WHEREAS, Bank of America, N.A., in its capacity as administrative agent and as collateral agent (the “ New ABL Collateral Agent ”), Ryerson Holdings Corporation, a Delaware corporation (“ Holdings ”), Joseph T. Ryerson & Son, Inc., a Delaware corporation (the “ Lead Borrower ”), Sunbelt-Turret Steel, Inc., a Pennsylvania corporation (“ Sunbelt-Turret ”), Turret Steel Industries, Inc., a Pennsylvania corporation (“ Turret Steel ”), Imperial Trucking Company, LLC, a Pennsylvania limited liability company (“ Imperial Trucking ”), Wilcox-Turret Cold Drawn, Inc., a Wisconsin corporation (“ Wilcox-Turret ”), Fay Industries, Inc., a Ohio corporation (“ Fay ”), Ryerson Procurement Corporation, a Delaware corporation (“ Procurement ” and, together with the Lead Borrower, Sunbelt-Turret, Turret Steel, Imperial Trucking, Wilcox-Turret and Fay, the “ U.S. Borrowers ”), Ryerson Canada, Inc., a Canadian corporation (the “ Canadian Borrower ” and, together with the U.S. Borrowers, the “ Borrowers ”), the guarantors party thereto, the lenders party thereto, and the other agents party thereto have entered into that certain Credit Agreement dated as of July 24, 2015 (as it may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “ 2015 ABL Credit Agreement ”) .

WHEREAS, in accordance with the foregoing, by execution and delivery hereof by the New ABL Collateral Agent for itself and as agent for the Secured Creditors under and as defined in the 2015 ABL Credit Agreement (the New ABL Collateral Agent, together with the Secured Creditors, the “ New ABL Secured Parties ”), (x) the New ABL Collateral Agent agrees that it is a party to, and is bound by the terms of, the Intercreditor Agreement on behalf of the New ABL Secured Parties in the same capacity and to the same extent as, and from and after the date hereof in place of, the Existing ABL Collateral Agent thereunder, and (y) the New ABL Secured Parties become bound by the terms of the Intercreditor Agreement in the same capacity and to the same extent as, and from and after the date hereof in place of, the Existing ABL Secured Parties thereunder.

NOW THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:

SECTION 1 .

(a) The New ABL Collateral Agent hereby binds itself and each of the other New ABL Secured Parties to the terms of the Intercreditor Agreement. The Intercreditor Agreement is hereby incorporated by reference. This Joinder Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(b) Pursuant to Section 7.4 of the Intercreditor Agreement, the parties hereto, by their execution of this Joinder Agreement, hereby certify, acknowledge, agree and confirm that, effective as of the date first written above:

(i) the New ABL Collateral Agent is a party to the Intercreditor Agreement and shall be the “ABL Collateral Agent” as defined in and for all purposes of the Intercreditor Agreement from and after the date hereof;

(ii) the New ABL Secured Parties shall be the “ABL Secured Parties” as defined in and for all purposes of the Intercreditor Agreement from and after the date hereof;

(iii) the 2015 ABL Credit Agreement (as amended, restated, supplemented, waived, Refinanced or otherwise modified from time to time (including without limitation to add new loans thereunder or increase the amount of loans thereunder)) shall be the “ABL Credit Agreement” as defined in and for all purposes of the Intercreditor Agreement from and after the date hereof;

(iv) the Security Agreement dated as of the date hereof, among Holdings, the U.S. Borrowers, each other pledgor party thereto and Bank of America, N.A., as collateral agent, as it may be amended, supplemented or otherwise modified from time to time, collectively, shall be the “ABL Security Agreement” as defined in and for all purposes of the Intercreditor Agreement from and after the date hereof;

(v) the Obligations (as defined in the 2015 ABL Credit Agreement) shall constitute the “ABL Obligations” as defined in and for all purposes of the Intercreditor Agreement from and after the date hereof; and

(vi) The New ABL Collateral Agent, pursuant to this Joinder Agreement, has assumed and agreed to perform all applicable duties and obligations of an ABL Collateral Agent under the Intercreditor Agreement and, together with each other New ABL Secured Parties, it shall be fully bound by, and subject to, all of the covenants, terms, obligations and conditions, and shall have and be entitled to all of the rights and privileges, of the Intercreditor Agreement which are applicable to it in its capacity as an ABL Collateral Agent or an ABL Secured Party, as applicable, as though originally party thereto.

SECTION 2 .

This Joinder Agreement shall become effective when it shall have been duly executed by the New ABL Collateral Agent, Holdings and the U.S. Borrowers, and acknowledged by the Notes Collateral Agent. This Joinder Agreement may be executed in counterparts, each of which shall consti

tute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission or other electronic method shall be effective as delivery of a manually signed counterpart of this Joinder Agreement.

SECTION 3 . This Joinder Agreement shall be deemed (a) an ABL Document and a Notes Document under the Intercreditor Agreement, (b) a Credit Document as defined in and under the 2015 ABL Credit Agreement and (c) a Security Document as defined in and under the Indenture. Except as expressly modified hereby, the Intercreditor Agreement shall remain in full force and effect.

SECTION 4 . THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 5 . All communications and notices hereunder shall be in writing and given as provided in Section 7.5 of the Intercreditor Agreement. All communications and notices hereunder and under the Intercreditor Agreement, as modified hereby, to the New ABL Collateral Agent, shall be given to them at the address set forth below their signature hereto.

IN WITNESS WHEREOF, the parties hereto have duly executed this Joinder Agreement to the Intercreditor Agreement as of the day and year first above written.

BANK OF AMERICA, N.A.
as a New ABL Collateral Agent

By: /s/ Stephen King_____________________

Name: Stephen King
Title: Senior Vice President

Address for notices:

333 South Hope Street, 13th Floor

Los Angeles, CA 90071

Attention of: Stephen King

Telecopy: (312) 453-5167

RYERSON HOLDING CORPORATION

By: /s/ Robert Delaney_________________________ ___

Name: Robert Delaney
Title: Treasurer

JOSEPH T. RYERSON & SON, INC.
FAY INDUSTRIES, INC.,
RYERSON PROCUREMENT CORPORATIOn,
SUNBELT-TURRET STEEL, INC.,
TURRET STEEL INDUSTRIES, INC.,
IMPERIAL TRUCKING COMPANY, LLC and
WILCOX-TURRET COLDDRAWN, INC.,
as U.S. Borrowers

By: /s/ Robert Delaney_______________________________

Name: Robert Delaney
Title: Treasurer

Receipt acknowledged by :

WELLS FARGO BANK, N.A.,
as Notes Collateral Agent

By: /s/ Yana Kislenko________________________________

Name: Yana Kislenko
Title: Vice President

Exhibit 10.34

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”), by and between Ryerson Tull, Inc. (the "Corporation") and Erich Schnaufer (the "Executive") effective as of September 8, 2005 (the "Effective Date").

The Corporation desires to appoint the Executive to the position of Ryerson Tull Director of Financial Reporting, and the Executive desires to accept such appointment. In that employment the Executive will be entrusted with knowledge of the Corporation's business and operational methods. The Corporation wishes to protect its business and operational methods through the restrictions and covenants specified herein. The Executive recognizes that the Corporation's business and operational methods require protection, and the Executive is willing to protect the Corporation's business and operational methods through the restrictions and covenants specified herein.

NOW, THEREFORE , the Executive and the Corporation hereby agree as follows.

1. Position and Duties . Effective as of the Effective Date, the Executive will serve as Ryerson Tull Director of Financial Reporting and in such capacity shall have such duties and responsibilities as may be assigned to him or her from time to time by the Corporation. The Executive shall have such authorities and powers as are inherent to the undertaking of this position and necessary to carry out these responsibilities and duties. Notwithstanding the foregoing or any other provisions of this Agreement, the Executive and the Corporation understand and agree that the responsibilities and duties of the Executive, in the capacity of Ryerson Tull Director of Financial Reporting of the Corporation, may change from time to time due to changes in the nature, structure or needs of the Corporation's business and that any such changes in the Executive's duties and responsibilities that are consistent with such changes in the Corporation's business shall not constitute a reduction or increase in the Executive's duties and responsibilities for purposes of this Agreement.

The Executive shall devote his or her best efforts and full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Corporation and its affiliated companies. The Executive shall perform all assigned duties to the best of his or her abilities in a diligent, trustworthy, businesslike and efficient manner.

2. Compensation . Subject to the terms and conditions of this Agreement, while the Executive is employed by the Corporation under this Agreement, the Executive shall be compensated for services as follows:

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Exhibit 10.34

(A)

Effective the later of September 26, 2005 or the date of the beginning of the payroll period after the Executive's signed Agreement is received by the Vice President of Human Resources, the Executive's annual base salary shall be $130,000 ("Annual Base Salary"), payable in bi-weekly installments under the Corporation's general payroll practices, subject to customary withholding.

(B)

The Executive will be eligible for an incentive bonus payment from the Corporation each calendar year or applicable performance period (the "Performance Bonus") in accordance with the Corporation’s Annual Incentive Plan (or successor plan) of the Corporation as in effect from time to time. For 2005, the Executive will receive a pro-rated AIP award from the first day of employment through December 31, 2005. For 2006 and thereafter, the Target Bonus Percentage shall be 25% of Annual Base Salary and the actual award will depend upon Ryerson Tull's actual performance against target for the year in question. The Corporation reserves the right, in its sole discretion, to terminate or modify the Annual Incentive Plan or to change the target bonus percentage.

(C)

Except as otherwise specifically provided herein, the Executive shall be provided with health, welfare and other benefits to the same extent and on the same terms as those benefits are provided by the Corporation from time to time to other similarly situated executives of the Corporation. Nothing in this Agreement precludes the Corporation from amending or terminating any plans or programs generally applicable to salaried employees or executives, as the case may be.

(D)

The Executive shall be reimbursed by the Corporation, on terms and conditions that are applicable to other similarly situated executives of the Corporation, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items, consistent with the Corporation's expense reimbursement policy in effect at the time. Nothing in this Agreement precludes the Corporation from amending or terminating its expense reimbursement policy.

(E)

The Executive will be eligible for three weeks of vacation beginning January 1, 2006 and each year thereafter.

3. Rights and Payments Upon Termination . The Executive's right to benefits and payments, if any, for periods after the date the Executive's employment with the Corporation terminates for any reason (the "Termination Date") shall be determined in accordance with this Paragraph 3:

(A)

(Termination by the Corporation for Reasons Other Than Cause; Termination by the Executive for Good Reason . If the Corporation terminates the Executive's

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employment for reasons other than Cause or as a result of termination by the Executive for Good Reason, then for the period (the "Benefit Period") commencing on the Executive's Termination Date and ending on the earliest of:

(i)

the twelfth month after the Termination Date (less the period attributable to any pay in lieu of notice in accordance with the final sentence of Paragraph 4 of this Agreement);

(ii)

the date the Executive violates or initiates any legal challenge to the provisions of Paragraphs 4, 5 or 6 of this Agreement; or

(iii)

the date of the Executive's death or the date the Executive is determined to be eligible for benefits under the Corporation's Long Term Disability Plan;

The Executive shall continue to receive from the Corporation bi-weekly payments based on his or her Annual Base Salary, a Bonus (as defined below), and certain other benefits in effect as of the Termination Date. Benefits provided under the terms of this Paragraph 3(A) are medical and dental coverage only [unless the Executive is eligible for retiree medical benefits on the Termination Date, in which case only dental coverage is offered under this Paragraph 3(A)]. All other benefits shall be terminated on the Termination Date. To retain eligibility for medical and dental benefit coverage, the Executive must pay premiums equivalent to the amounts required of active employee participants in these benefit plans.

"Bonus" shall mean one payment of the average annual amount of the Performance Bonus paid to the Executive under the Annual Incentive Plan or successor plan for the three or fewer Bonus payments paid to the Executive immediately preceding the year in which the Termination Date occurs. If the Executive’s period of employment with the Corporation is less than one year, the Bonus payment shall be based on the Target bonus Percentage established for the Executive under the Corporation’s Annual Incentive Plan (or successor plan). For purposes of calculating the average annual amount of the Performance Bonus, where no Performance Bonus is paid in any of the three or fewer years preceding the Termination Date used in the calculation described herein, any such year or years will be included in the average calculation as zero. This bonus payment is payable in the first quarter of the year following the year in which the Executive’s termination occurs.

In addition to the Performance Bonus described above, provided that the Executive has not violated any of the provisions of Paragraphs 4, 5 or 6 of this Agreement, the Executive may be entitled to an additional Final Bonus (as defined below) for the year in

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which the Termination Date occurs. "Final Bonus" means an amount equal to the product of (1) the Executive's Annual Base Salary multiplied by (2) the most recent Target Bonus Percentage established for the Executive under the Corporation's Annual Incentive Plan (or successor plan); (3) multiplied by the percent attainment of the applicable performance measures, and multiplied by (4) a proration factor which is a fraction, the numerator of which is the number of whole months determined under (a) and (b) below, and the denominator of which is the number of whole months in the applicable bonus performance period. The valuation date for purposes of determining the proration factor is:

(a)

the last day of the month preceding the Termination Date if the Termination Date occurs from the 1 ^st through the 15 ^th of the month, and

(b)

the last day of the month in which the Termination Date occurs if the Termination Date occurs from the 16 ^th through the last day of the month.

The percent attainment of the applicable performance measure is not prorated and is determined at the end of the bonus performance period as defined in accordance with the Corporation’s Annual Incentive Plan (or successor plan). The final bonus payment is payable in the first quarter of the year following the year in which the Executive’s termination occurs.

Annual Base Salary payments to the Executive during the Benefit Period shall not preclude the Executive's eligibility for cash severance payments under the Corporation Severance Plan, provided, however, that any benefit continuation period under this Agreement shall run concurrently with the applicable benefit period under such Severance Plan and thus (i) the Executive shall not be eligible for noncash benefits under the Severance Plan during the Benefit Period, and (ii) cash payments due under the Severance Plan shall be reduced by the amount of cash payments made under this Agreement.

(B)

Termination By Corporation for Cause . If the Corporation terminates the Executive's employment for Cause, then except as agreed in writing between the Executive and the Corporation, the Executive shall be entitled to receive only compensation and benefits earned up to the Date of Termination. The Executive shall not be entitled to receive any payments or benefits under this Agreement with respect to the period after the Executive's Termination Date and the Corporation shall have no obligation to make any additional payments or provide any other benefits with respect to the period after the Executive's Termination Date.

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(C)

Termination for Death or Disability . If the Executive's termination is caused by the Executive's death or permanent disability (as that term is defined under the Corporation's Long Term Disability Plan), then the Executive (or in the event of his or her death, his or her estate) shall be entitled to continued payments of Annual Base Salary for the period commencing on the Termination Date and ending on the earlier of (i) the last day of the calendar month in which his or her Termination Date occurs; (ii) the date on which the Executive violates the provisions of Paragraphs 4, 5 or 6 of this Agreement; (iii) the date of the Executive's death; or (iv) the date of the Executive's permanent disability.

(D)

Termination for Voluntary Resignation, Mutual Agreement or Other Reasons . If the Executive's termination occurs on account of his or her voluntary resignation, mutual agreement of the parties, or any reason other than those specified in Paragraphs (A), (B) or (C) above, then, except as agreed in writing between the Executive and the Corporation, the Executive shall not be entitled to receive any payments or benefits under this Agreement with respect to the period after the Executive's Termination Date and the Corporation shall have no obligation to make any additional payments or provide any additional benefits with respect to the period after the Executive's Termination Date. The Executive's termination of employment for Good Reason shall not be treated as a voluntary resignation for purposes of this Agreement.

(E)

Definitions . For purposes of this Agreement:

(i)

The term "Cause" shall mean:

(a)

the continuous performance by the Executive of his or her duties under this Agreement in a manner that is inconsistent with past, acceptable performance or in a way that has a demonstrably negative impact on business results of the Corporation, its subsidiaries or affiliates, as determined by the Corporation in its sole discretion; or

(b)

the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Corporation or its affiliates, monetarily or otherwise, as determined by the Corporation in its sole discretion; or

(c)

conduct by the Executive that involves a material and substantial violation of Corporation Policy, a violation of criminal law, illegal harassment of other employees, theft, fraud or dishonesty; or

(d)

the Executive's violation of the provisions of Paragraphs 4, 5 or 6 hereof.

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(ii)

The term "Good Reason" means (a) the assignment to the Executive of duties which are materially inconsistent with the Executive's position and duties under this Agreement, including, without limitation, a material diminution or reduction in title, office or responsibilities or a reduction in Annual Base Salary, if such assignment is not changed by the Corporation, after written notice by the Executive to the Corporation of such diminution or reduction giving the Corporation reasonable opportunity to cure, or (b) the involuntary relocation of the Executive to a location that is not within the Chicago metropolitan area. Notwithstanding the foregoing, nothing herein shall limit the ability of the Corporation to change the job duties of the Executive consistent with Paragraph 1 of this Agreement.

Notwithstanding any other provision of this Agreement, the Executive shall automatically cease to be an employee of the Corporation and its affiliates as of his or her Termination Date and, to the extent permitted by applicable law, any and all monies that the Executive owes to the Corporation shall be repaid before any post-termination payments are made to the Executive under this Agreement.

4. Termination by Executive or Corporation with Notice . Subject to the payment obligations and rights set forth in Paragraph 3 above, the Corporation and the Executive agree that either party may terminate the Executive's employment under this Agreement for any or no reason. Each party is obligated to give the other thirty (30) days written notice (the "Notice Period") before terminating the Executive's employment relationship, except that no such notice shall be required in the case of the death of the Executive or the Corporation's termination of the Executive's employment for Cause or if the Corporation and the Executive otherwise agree in writing.

During the Notice Period, the Executive shall (i) meet with the Vice President, Controller and CAO or his or her designee to wind up any pending work and provide an orderly transfer to other employees of the duties, responsibilities, accounts, customers and clients for which the Executive has been responsible; (ii) work with the Corporation to identify key Confidential Information (as defined in Paragraph 5 below) likely to be in the Executive's possession and provide it to the Corporation as instructed; (iii) disclose and discuss the Executive's future employment plans in light of the Executive's obligations under this Agreement; (iv) deliver to the Corporation all property belonging to the Corporation, including any duplicates, copies or abstracts thereof; and (v) devote full time and attention to these obligations and the Executive's other responsibilities as directed by the Corporation. Notwithstanding the foregoing, the Corporation may, in its sole discretion, terminate the duties of the Executive at any time during the Notice Period providing that the Corporation continues to pay the Executive any Base Salary that may be due to the Executive for any portion of such thirty (30) days Notice Period remaining after the Corporation terminates the duties of the Executive.

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5. Confidentiality and Ownership . The Executive acknowledges and agrees that the Confidential Information (as defined in Paragraph 5(A) below) is the property of the Corporation, its subsidiaries and affiliates. Accordingly, the Executive agrees as follows:

(A)

Confidential Information . Except as may be required by applicable law or the lawful order of a court or regulatory body, or except to the extent that the Executive has express authorization in writing from the Corporation to do otherwise, the Executive will keep secret and confidential, during the Executive's employment and at all times thereafter, all Confidential Information and not disclose such Confidential Information, either directly or indirectly, to any other person, firm or business entity, or to use it in any way. For purposes of this Agreement, "Confidential Information" means all non-public information, observations or data relating to the Corporation, its subsidiaries or affiliates, its customers and/or vendors and suppliers, which the Executive has learned or will learn during his or her employment with the Corporation, its subsidiaries or affiliates, whether or not a trade secret within the meaning of applicable law, including but not limited to: (i) new products and new product development; (ii) marketing strategies and plans, market experience with products, and market research; (iii) manufacturing processes, technologies and production plans and methods; (iv) formulas, research in progress and unpublished manuals or know how, devices, methods, techniques, processes and inventions; (v) regulatory filings and communications; (vi) identity of and relationship with licensees, licensors or suppliers; (vi) finances, financial information, and financial management systems; (vii) technological and engineering data; (viii) identities of and information concerning customers, vendors and suppliers and prospective customers, vendors and suppliers; (ix) development, expansion and business strategies, pricing strategies, plans and techniques; (x) computer programs; (xi) research and development activities; (xii) litigation and pending litigation; (xiii) personnel information; and (xiv) any other information or documents which the Executive is told or reasonably ought to know the Corporation, its subsidiaries or affiliates regard as proprietary or confidential.

(B)

Upon the Executive's Termination Date or at the Corporation's earlier request, the Executive will promptly return to the Corporation any and all records, documents, data, memoranda, reports, physical property, information, computer disks, tapes or software or other materials, and all copies thereof, relating to the business of the Corporation and its subsidiaries and affiliates obtained by the Executive during his or her employment with the Corporation, its subsidiaries or affiliates. The Executive further agrees to grant reasonable access to the Corporation, at its request, any computer in the Executive's possession or control which has contained any Confidential Information for the purpose of ensuring that all Confidential Information stored on the computer has been delivered to the Corporation.

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(C)

The Executive agrees that all inventions, innovations, discoveries, improvements, developments, trade secrets, processes, procedures, methods, designs, analyses, drawings, reports, and all similar or related information which relates to the Corporation's or any of its subsidiaries' or affiliates' actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive while employed by the Corporation or its subsidiaries or affiliates ("Work Product") belong to the Corporation or such subsidiary or affiliate. The Executive shall promptly inform the Corporation of such Work Product, and shall execute such assignments as may be necessary to transfer to the Corporation or its affiliates the benefits of the Work Product, in whole or in part, or conceived by the Executive either alone or with others, which result from any work which the Executive may do for or at the request of the Corporation, whether or not conceived by the Executive while the Executive’s non-work time or off the premises of the Corporation, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's Termination Date. The Executive shall assist the Corporation or its nominee, to obtain patents, trademarks and service marks and the Executive agrees to execute all documents and to take all other actions which are necessary or appropriate to secure to the Corporation and its subsidiaries and affiliates the benefits thereof. Such patents, trademarks and service marks shall become the property of the Corporation and its affiliates. The Executive shall deliver to the Corporation all sketches, drawings, models, figures, plans, outlines, descriptions or other information with respect thereto.

(D)

To the extent that any court or agency seeks to have the Executive disclose Confidential Information, the Executive shall immediately inform the Corporation, and the Executive shall take such reasonable steps to prevent disclosure of Confidential Information until the Corporation has been informed of such requested disclosure. To the extent that the Executive obtains information on behalf of the Corporation or any of its affiliates that may be subject to attorney-client privilege as to the Corporation's attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege. The Corporation shall reimburse the Executive for any reasonable attorney's fees in order to maintain the confidentiality of such information.

(E)

Nothing in the foregoing provisions of this Paragraph 5 shall be construed so as to prevent the Executive from using, after the Executive’s termination of employment with the Corporation, in connection with his or her employment for himself or an employer other than the Corporation or any of its affiliates, knowledge which was acquired by him or her during the course of his or her employment with the Corporation and its affiliates,

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and which is generally known to persons of his or her experience in other companies in the same industry.

6. Noncompetition/Nonsolicitation . The Executive acknowledges that the industry in which the Corporation is engaged is an international business which is highly competitive and that the Executive is a key executive of the Corporation. The Executive further acknowledges that as a result of his or her senior position within the Corporation, he or she has acquired and will acquire extensive Confidential Information and knowledge of the Corporation's business and the industry in which it operates and will develop relationships with and knowledge of customers, employees, vendors and suppliers of the Corporation and its subsidiaries and affiliates. Accordingly, the Executive agrees that during the time the Executive is employed by the Corporation, its subsidiaries or affiliates (the "Employment Period") and for a period of 12 (twelve) months after the Termination Date (the "Restricted Period"):

(A)

The Executive will not directly or indirectly, own, operate, manage, control, participate, consult with, advise, or have any financial interest in (whether for himself or for any other person and whether as proprietor, principal, stockholder, partner, agent, director, officer, employee, consultant, independent contractor or in any other capacity), any Competitor of the Corporation, or in any manner engage in the start-up of a business (including by himself or in association with any person, firm, corporate or other business organization through any other entity) in competition with the Corporation’s , business provided that this shall not prevent the Executive from ownership of 1% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System or ownership of securities in any entity affiliated with the Corporation. "Competitor" refers to a person or entity, including metals-related Internet marketplaces, engaged in the metal service center processing and/or metals distribution business.

(B)

The Executive will not directly or indirectly contact, call upon, solicit business from, or sell any products sold or distributed by the Corporation to any customer or prospective customer of the Corporation with whom employees of the Corporation had contact during the Employment Period.

(C)

The Executive will not directly or indirectly either alone or in cooperation with others, encourage any employees of the Corporation to seek or accept an employment or business relationship with a person or entity other than the Corporation, or in any way interfere with the relationship of the Corporation and any subsidiary or affiliate and any employee thereof, including without limitation, to hire, solicit for hire, or discuss or encourage the employment of, any of the employees of the Corporation who were

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employed by the Corporation during the Employment Period; provided however, this shall not apply to an employee whose employment was terminated by the Corporation before the Termination Date, if such termination was not caused by any direct or indirect involvement of the Executive or a subsequent employer of the Executive.

(D)

The Executive will not directly or indirectly either alone or in cooperation with others, encourage any supplier, distributor, franchisee, licensee, or other business relation of the Corporation, any subsidiary or affiliate of the Corporation to cease or curtail doing business with the Corporation, any subsidiary or affiliate of the Corporation, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Corporation or subsidiary or affiliate.

If any restriction set forth in this Agreement is determined by a court of competent jurisdiction to be unreasonable or unenforceable with respect to scope, time, geographical, customer or other coverage under circumstances then existing, the parties agree that (a) the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law, so as to provide the maximum legally enforceable protection of the Corporation's interests as described in this Agreement, without negating or impairing any other restrictions or agreements set forth herein, and (b) the Benefit Period shall be reduced so as not to exceed any revised Restricted Period.

7. No Conflict . The Executive represents that the Executive is not a party to any agreement with any third party containing a non-competition provision, non-solicitation provision, confidentiality provision or any other restriction that would prohibit or restrict the Executive's employment with the Corporation or any part of the services which the Executive provides to the Corporation or its clients. Moreover, the Executive represents that the Executive is not limited by any court order or other legal obligation from performing any assigned duties for the Corporation and that the Executive has no rights which may conflict with the interests of the Corporation or with the Executive's obligations hereunder. The Executive represents that the Executive does not possess any documents or material containing confidential information from any prior employer and, to the extent the Executive knows or possesses any such confidential information, the Executive agrees not to disclose it to the Corporation. Finally, the Executive states that he/she has disclosed to the Corporation all prior confidentiality, non-solicitation and non-compete agreements which he has entered into with his prior employers.

8. Change of Title, Duties . The Executive agrees that if, at any time, the Executive's title or duties is changed by the Corporation consistent with Paragraph 1 of this Agreement, the Executive nevertheless will continue to be bound in all particulars to the terms and conditions of this Agreement.

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9. Validity . If any one or more of the provisions contained in the Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be constructed as if such invalid, illegal, or unenforceable provision had never been contained herein.

10. Reasonableness of Restrictions/Injunctive Relief .

(A)

The Executive acknowledges that his or her rights to compete and disclose Confidential Information and trade secrets are limited hereby only to the extent necessary to protect the Corporation against unfair competition and that, in the event the Executive's employment with the Corporation terminates for any reason, the Executive will be able to earn a livelihood without violating the foregoing restrictions. The Executive acknowledges that the restrictions cited herein are reasonable and necessary for the protection of the Corporation's legitimate business interests.

(B)

The Executive acknowledges that the services to be rendered by the Executive as the Ryerson Tull Director of Financial Reporting are of a special, unique and extraordinary character and, in connection with such services, the Executive will, by virtue of his/her senior position with the Corporation, have access to confidential information vital to the Corporation's business. The Executive consents and agrees that if the Executive violates any of the provisions of this Agreement, the Corporation would sustain irreparable harm and, therefore, in addition to any other remedies which the Corporation may have under this Agreement or otherwise, the Corporation shall be entitled to an injunction from any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Agreement, including, without limitation, restraining the Executive from disclosing, using for any purpose, selling, transferring or otherwise disposing of, in whole or in part, any trade secrets, Confidential Information, proprietary information, client or customer lists or other information pertaining to the financial condition, business, manner of operation, affairs, plans or prospects of the Corporation. The Executive acknowledges that damages at law would not be an adequate remedy for violation of this Agreement, and the Executive therefore agrees that the provisions may be specifically enforced against the Executive in any court of competent jurisdiction. Nothing contained herein shall be construed as prohibiting the Corporation from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.

(C)

The parties agree that money damages would be inadequate for any breaches of Paragraphs 4, 5 and 6 of this Agreement. Therefore, in the event of a breach or threatened breach of Paragraphs 4, 5 or 6, the Corporation, or its successors or assigns

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may, in addition to other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief, to enforce, or prevent any violation of, the provisions hereof (without posting a bond or other security).

(D)

The Executive agrees that: (i) the covenants set forth in Paragraph 6 are reasonable, (ii) the Corporation would not have entered into this Agreement but for the covenants of the Executive contained in Paragraph 6, and (iii) the covenants contained in Paragraph 6 have been made in order to induce the Corporation to enter into this Agreement.

11. Successors and Assigns . This Agreement shall be binding on, and inure to the benefit of, the Corporation and its successors and assigns and any person acquiring, whether by merger, reorganization, consolidation, or by purchase of all or substantially all of the assets of the Corporation. The Executive agrees that the Corporation may assign its rights and obligations under this Agreement. This Agreement shall be binding upon the Executive, without regard to the duration of his employment by the Corporation or reasons for the cessation of such employment, and inure to the benefit of his administrators, executors, and heirs, although the obligations of the Executive are personal and may be performed only by the Executive. The interests of the Executive under this Agreement may not be voluntarily assigned, alienated or encumbered by the Executive or his successors in interest, and any attempt to do so shall be void and of no effect.

12. Notification . The Executive shall notify all future employers of the existence of Paragraphs 4, 5, 6, 9, 10, 17 and 18 of this Agreement and the terms thereof. The Executive will also provide the Corporation with information the Corporation may from time to time request to determine the Executive's compliance with the terms of this Agreement. The Executive hereby authorizes the Corporation to contact the Executive's future employers and other parties with whom the Executive has engaged or may engage in any business relationship to determine the Executive's compliance with this Agreement and to communicate the contents of this Agreement to such employers and parties.

13. Cooperation in Certain Matters . The Executive agrees that, during the Employment Period and after the Termination Date, the Executive will cooperate with the Corporation in any current or future or potential legal, business, or other matters in any reasonable manner as the Corporation may request, including but not limited to meeting with and fully answering the questions of the Corporation or its representatives or agents, and in any legal matter testifying and preparing to testify at any deposition or trial. The Corporation agrees to compensate the Executive for any reasonable expenses incurred as a result of such cooperation.

14. Captions . The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

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15. No Mitigation . In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as specifically provided in Paragraph 3(A) hereof, the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation or benefits earned by the Executive as the result of employment by another employer.

16. Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

17. Governing Law . In the event of any dispute arising under this Agreement, it is agreed that the law of the State of Illinois shall govern the interpretation, validity, and effect of this Agreement without regard to the place of performance or execution thereof.

18. Enforcement . The Corporation and the Executive hereby submit to the jurisdiction and venue of any state or federal court located within Cook County, Illinois for resolution of any and all claims, causes of action or disputes arising out of, related to or concerning this Agreement and agree that services by registered mail to the addresses set forth below shall constitute sufficient service of process for any such action. The parties further agree that venue for all disputes between them, including those related to this Agreement, shall be with a state or federal court located within Cook County, Illinois. If either party is required to seek enforcement of any of the provisions of this Agreement, such party will be entitled to recover from the other party its reasonable attorneys' fees plus costs and expenses as to any issues on which it prevails.

19. Notices . Notices provided for in this Agreement shall be in writing and shall be deemed to have been duly received when delivered in person or sent by facsimile transmission, on the first business day after it is sent by air express courier service or on the third business day following deposit in the United States registered or certified mail, return receipt requested, postage prepaid and addressed, in the case of the Corporation to the following address:

Ryerson Tull, Inc.

2621 W. 15 ^th Place

Chicago, IL 60608

Attention: William Korda

or to the Executive:

Erich Schnaufer

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or such other address as either party may have furnished to the other in writing in accordance herewith, except that a notice of change of address shall be effective only upon actual receipt.

20. Waiver of Breach . The waiver by either the Corporation or the Executive of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by either the Corporation or the Executive. Continuation of payments hereunder by the Corporation following a breach by the Executive of any provision of this Agreement shall not preclude the Corporation from thereafter terminating said payments based upon the same violation.

21. Survival of Agreement . Except as otherwise expressly provided in this Agreement, the rights and obligations of the parties to this Agreement shall survive the termination of the Executive's employment with the Corporation.

22. Acknowledgment by Executive . The Executive represents to the Corporation that he is knowledgeable and sophisticated as to business matters, including the subject matter of this Agreement, that he has read this Agreement and that he understands its terms. The Executive acknowledges that, before assenting to the terms of this Agreement, the Executive has been given a reasonable time to review it, to consult with counsel of choice, and to negotiate at arm's-length with the Corporation as to the contents.

23. Other Agreements and Modification . This Agreement may be amended or cancelled only by written mutual Agreement executed by the parties. This Agreement constitutes the sole and complete Agreement between the Corporation and the Executive and supersedes all other agreements, both oral and written, between the Corporation and the Executive with respect to the matters contained herein; provided, however, that this Agreement does not supersede any Change in Control Agreement or Severance Plan, except as specifically addressed in this Agreement. The parties acknowledge that other than what is contained in this Agreement, no verbal or other statements, inducements, or representations have been made to or relied upon by the Executive. The parties each represent to the other that they have read and understand this Agreement.

24. Ambiguities . This Agreement has been negotiated at arms-length between persons knowledgeable in the matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, the parties agree that neither the Corporation nor the Executive is the drafting party and that any rule of law or any other statutes, legal decisions or common law principles of similar effect that require interpretation of any ambiguities in this Agreement against the party that has drafted it is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to give effect to the intentions of the parties hereto.

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IN WITNESS WHEREOF , the Executive has hereunto set his or her hand, and the Corporation has caused these presents to be executed in its name and on its behalf, as of the date above first written.

RYERSON TULL, INC.

Dated: 9/20/05 /s/ William Korda

William Korda

Vice President -- Human Resources

Dated: 9/14/05 /s/ Erich Schnaufer

Erich Schnaufer

Ryerson Tull Director of Financial Reporting

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AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to the Employment Agreement (" Employment Agreement") by and between Ryerson Inc., formerly known as Ryerson Tull, Inc. ("Corporation") and Erich Schnaufer (the " Executive " ) (collectively, the " Parties " ).

WHEREAS, the Parties agree that this Amendment to the Employment Agreement is necessary in order to address the deteriorating financial status of the Corporation caused by the current deep economic recession, and the Parties also agree that it is in the mutual interest of the Corporation and the Executive to enhance the financial stability of the Corporation;

ACCORDINGLY, the Parties agree to the following change in the Employment Agreement:

E ffective May 4, 2009, the Annual Base Salary stated in Paragraph 2 of the Employment Agreement is adjusted for an indeterminate time to $154,796.40. In the event that the Executive's position is eliminated by the Corporation for " Reasons Other Than Cause" or the Executive resigns for "Go Reason" as defined by Paragraph 3 of the Employment Agreement, and the Executive’s Annual Base Salary has not yet returned to an amount equal to or higher than the Annual Base Salary in effect immediately prior to May 4, 2009, then the bi-weekly payments provided by Paragraph 3(A) of the Employment Agreement will be based upon the pre-amendment salary.

The Parties agree that this Amendment complies with the requirements for amending the Employment Agreement by written mutual agreement, as contained in the Employment Agreement. Executive agrees that full and adequate consideration for the Executive's Agreement to this Amendment, if any is necessary, is provided by the continued employment and maintenance of other Compensation provided under the terms of the Employment Agreement.

Unless expressly amended by this Amendment, all provisions of the Employment

Agreement remains as stated in the Employment Agreement.

EXECUTIVE RYERSON INC.

Date: April 7, 2009 Date: 4/7/09

/s/ Erich Schnaufer /s/ Andrew M. Bruns

Print Name: Erich Schnaufer By: Andrew M. Bruns

Position: Vice President Human Resources

Exhibit 21.1

SUBSIDIARIES OF RYERSON HOLDING CORPORATION

Ryerson Holding Corporation, a Delaware corporation, owns, directly or indirectly, the following subsidiaries:

Name of Subsidiary		State or Jurisdiction of Incorporation or Organization

Joseph T. Ryerson & Son, Inc.		Delaware

Ryerson Procurement Corporation		Delaware

Ryerson Canada, Inc.		Canada

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-202816) pertaining to the Ryerson Holding Corporation 2014 Omnibus Incentive Plan of our reports dated March 9, 2016, with respect to the consolidated financial statements and schedules of Ryerson Holding Corporation and the effectiveness of internal control over financial reporting of Ryerson Holding Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Chicago, Illinois

March 9, 2016

Exhibit 31.1

CERTIFICATE OF THE

PRINCIPAL EXECUTIVE OFFICER

I, Edward J. Lehner, President & Chief Executive Officer, certify that:

I have reviewed this Annual Report on Form 10-K of Ryerson Holding Corporation;

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

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

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

(a)

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

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

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

(d)

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

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

(a)

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

(b)

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

Date: March 9, 2016

Signature:		/s/ Edward J. Lehner
		Edward J. Lehner
		President & Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATE OF THE

PRINCIPAL FINANCIAL OFFICER

I, Erich S. Schnaufer, as Chief Financial Officer, certify that:

I have reviewed this Annual Report on Form 10-K of Ryerson Holding Corporation;

(a)

(b)

(c)

(d)

(a)

(b)

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

Date: March 9, 2016

Signature:		/s/ Erich S. Schnaufer
		Erich S. Schnaufer
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Ryerson Holding Corporation (the “Company”) on Form 10-K for the period ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward J Lehner, the President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ Edward J. Lehner

Edward J. Lehner

President & Chief Executive Officer

(Principal Executive Officer)

March 9, 2016

Exhibit 32.2

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Ryerson Holding Corporation (the “Company”) on Form 10-K for the period ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Erich S. Schnaufer, the Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

Signature:		/s/ Erich S. Schnaufer
		Erich S. Schnaufer
		Chief Financial Officer
		(Principal Financial Officer)

March 9, 2016