<PAGE>

                                                                           2001
================================================================================
                      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, 2001

                                      OR

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

                For the Transition period from ____________ to _________________

                          Commission File No. 1-9117

                               -----------------

                              RYERSON TULL, INC.
            (Exact name of registrant as specified in its charter)

                      Delaware                 36-3425828
              (State of Incorporation)      (I.R.S. Employer
                                           Identification No.)
                2621 West 15th Place,
                   Chicago, Illinois              60608
                (Address of principal
                  executive offices)           (Zip Code)

      Registrant's telephone number, including area code: (773) 762-2121

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

                                        Name of each exchange on
                 Title of each class        which registered
                 -------------------        ----------------
               Common Stock ($1.00 par  New York Stock Exchange,
                   value), including              Inc.
                    Preferred Stock
                    Purchase Rights

                               -----------------

          Securities registered pursuant to Section 12(g) of the Act:
                                     None
                               -----------------
   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_] .

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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. [X]

   As of March 15, 2002 the aggregate market value of the voting stock of the
registrant held by nonaffiliates of the registrant was approximately
$269,461,401./(1) /

   The number of shares of Common Stock ($1.00 par value) of the registrant
outstanding as of March 15, 2002 was 24,806,917.
--------
(1) Excluding stock held by directors and executive officers of registrant,
    without admission of affiliate status of such individuals for any other
    purpose.

                      DOCUMENTS INCORPORATED BY REFERENCE

   Part III of this Report on Form 10-K incorporates by reference certain
information from the registrant's definitive Proxy Statement which will be
furnished to stockholders in connection with the Annual Meeting of Stockholders
of the registrant scheduled to be held on May 8, 2002.

================================================================================

<PAGE>

   This Annual Report on Form 10-K contains statements which constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements appear in a number of places,
including Item 1. "Business," Item 3. "Legal Proceedings" and Item 7.
"Management's Discussion of Operations and Financial Condition." Such
statements can be identified by the use of forward-looking terminology such as
"believes," "expects," "may," "estimates," "will," "should," "plans" or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy. Readers are cautioned that any such
forward-looking statements are not guarantees of future performance and may
involve significant risks and uncertainties, and that actual results may vary
materially from those in the forward-looking statements as a result of various
factors. These factors include the effectiveness of management's strategies and
decisions; general economic and business conditions; developments in technology
and e-commerce; new or modified statutory or regulatory requirements; sales
volumes; pricing pressures; cost of purchased materials; ability to maintain
market share; inventory management; market competition; the company's mix of
products and services; reliance on large customers; implementation, cost and
financial risks associated with increasing use of multi-year contracts; the
Company's ability to lower costs and expenses; industry and customer
consolidation; customer and supplier insolvencies; labor relations; the outcome
of pending and future litigation and claims; continued availability of
financing and financial resources required to support the Company's future
business; timing and costs of completing planned restructurings,
reorganizations and consolidations of facilities; and other factors. This
report identifies other factors that could cause such differences. No assurance
can be given that these are all of the factors that could cause actual results
to vary materially from the forward-looking statements.

<PAGE>

                                    PART I

ITEM 1.  BUSINESS.

   Ryerson Tull, Inc. ("Ryerson Tull"), a Delaware corporation, is the sole
stockholder of Joseph T. Ryerson & Son, Inc. ("Ryerson") and J. M. Tull Metals
Company, Inc. ("Tull") (unless the context indicates otherwise, Ryerson Tull,
Ryerson and Tull, together with their subsidiaries, are collectively referred
to herein as the "Company"). The Company has a single business segment, which
is comprised primarily of Ryerson and Tull, leading steel service, distribution
and materials processing organizations. The Company also owns certain joint
venture interests, which are not material, in certain foreign operations
discussed below.

Operations

   The Company conducts its materials distribution operations in the United
States through its operating subsidiaries, Ryerson and Tull; in Canada through
Ryerson Tull Canada, Inc., formerly known as Washington Specialty Metals, Inc.;
in Mexico through an arrangement with G. Collado S.A. de C.V.; in China through
Shanghai Ryerson Limited; and in India through Tata Ryerson Limited; and is
organized into four business units along regional and product lines. The
Company is a leading metals service center in the United States based on sales
revenue, with 2001 sales of $2.2 billion. It had a year-end 2001 U.S. market
share of approximately 10.7 percent, based on its analysis of data prepared by
the Metals Service Center Institute ("MSCI"). The Company distributes and
processes metals and other materials throughout the continental United States,
and is among the largest purchasers of steel in the United States.

Industry Overview

   Primary steel producers typically sell steel in the form of standard-sized
coils, sheets, plates, structurals, bars and tubes, and generally sell in large
volumes with long lead times for production and delivery. Other primary metals
producers, such as producers of stainless steel and aluminum, also typically
sell their products in large volumes with long lead times for production and
delivery. However, many customers seek to purchase metals with customized
specifications, including value-added processing, in smaller volumes, on
shorter lead times and with more reliable delivery than primary metals
producers are able to provide. Metals service centers act as intermediaries
between primary metals producers and customers by purchasing metals in a
variety of shapes and sizes from primary metals producers in large volumes,
allowing metals service centers to take advantage of producer economies of
scale resulting in lower costs of materials purchased, and engaging in a
variety of distribution and value-added processing operations to meet the
demands of specific customers. Because metals service centers purchase metals
from a number of primary producers, they can maintain a consistent supply of
various types of metal used by their customers. By purchasing products from
metals service centers, customers may be able to lower their inventory levels,
decrease the time between the placement of an order and receipt of materials
and reduce internal expenses, thereby lowering their total cost of raw
materials.

   The industry is cyclical, impacted both by market demand and metals supply.
Periods of strong and weak market demand principally are due to the cyclical
nature of the industries in which the largest consumers of metals operate. Any
significant slowdown in one or more of those industries could have a material
adverse effect on the demand for metals, resulting in lower prices for metals
and reduced profitability for metals service centers, including the Company.
Metals prices and metals service center profitability generally improve as
metal-consuming industries recover from economic downturns. However, excess
supply of metals can, even in periods of strong demand, result in lower prices
for metals and adversely impact profitability.

   The industry is comprised of many companies, the majority of which have
operations limited as to product line and size of inventory, with customers
located in a specific geographic area. Based on MSCI data, the Company believes
that the industry is comprised of over 5,000 service center locations,
operating throughout the U.S. in every state and servicing over 300,000
customers. The industry is highly fragmented, consisting of a large

                                      1

<PAGE>

number of small companies and a few relatively large companies. In general,
competition is based on quality, service, price and geographic proximity. Based
on the Company's analysis of MSCI data, the industry handled approximately 25.7
million tons, or approximately 25.6 percent, of the metals distributed in the
United States in 2001.

   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 one 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 very high.
Specialized service centers focus their activities on a narrower range of
product and service offerings than 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 steel 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.

   The Company competes 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
the Company. The Company also competes to a lesser extent with primary steel
producers. Primary steel 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 customers of primary steel producers. Although
the Company purchases from foreign steelmakers, some of the Company's
competitors purchase a higher percentage of metals than the Company from
foreign steelmakers. 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 the United States. Excess capacity of metals relative to
demand in the industry since mid-1995 led to a weakening in prices.
Notwithstanding brief periods of price increases, the Company was generally
reducing its prices from mid-1995 through 2001 to remain competitive.

Products and Services

   The Company carries a full line of carbon steel, stainless steel and
aluminum, and a limited line of alloy steel, nickel, red metals and plastics.
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 the Company's percentage of sales revenue by major
product lines for 1999, 2000 and 2001:

<TABLE>
<CAPTION>
                                               Percentage of
                                               Sales Revenues
                                               -------------
                  Product Line                 1999 2000 2001
                  ------------                 ---- ---- ----
                  <S>                          <C>  <C>  <C>
                  Carbon flat rolled..........  32%  33%  35%
                  Stainless and aluminum......  29   29   30
                  Fabrication and carbon plate  18   18   16
                  Bars, tubing and structurals  17   16   15
                  Other.......................   4    4    4
                                               ---  ---  ---
                     Total.................... 100% 100% 100%
                                               ===  ===  ===
</TABLE>

                                      2

<PAGE>

   More than one-half of the materials sold by the Company is processed. The
Company uses techniques such as sawing, slitting, blanking, pickling, cutting
to length, leveling, flame cutting, laser cutting, edge trimming, edge rolling,
fabricating and grinding 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 the Company are pickling, a
chemical process using an acidic solution to remove surface oxide, commonly
called "scale," from steel which develops after the steel is hot rolled;
slitting, which is cutting coiled metals to specified widths along the length
of the coil; leveling, which is flattening metals and cutting them to exact
lengths; and edge rolling, a process which imparts round or smooth edges.
Although the Company often uses third-party fabricators to outsource certain
limited processes that the Company is not able to perform internally,
outsourcing these processes does not affect a significant part of the Company's
operations or constitute a significant part of its operating costs and expenses.

   The plate burning and fabrication processes are particularly important to
the Company. 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.

   The Company also provides services and technical advice to its customers as
an integral part of providing products to its customers. It does not charge
customers separately for such services or advice, but rather includes the costs
of such services and advice in the price of products sold to such customers.

   The Company's services include: just-in-time delivery, production of kits
containing multiple products for ease of assembly by the customer, the
provision of the Company-owned materials to the customer and the placement of
the Company employees at a customer's site for inventory management, production
and technical assistance. The Company also provides special stocking programs
in which products that would not otherwise be stocked by the Company are held
in inventory to meet certain customers' needs. The foregoing services are
designed to reduce customers' costs by minimizing their investment in inventory
and improving their production efficiency.

Customer Base

   The Company's customer base is diverse, numbering over 30,000. No customer
accounted for more than 8 percent of Company sales in 2001, and the top ten
customers accounted for approximately 15 percent of its sales in 2001. The
Company's customer base includes most metal-consuming industries, most of which
are cyclical. The following table shows the Company's percentage of sales
revenue by class of customers for 1999, 2000 and 2001:

<TABLE>
<CAPTION>
                                                   Percentage of
                                                   Sales Revenues
                                                   -------------
               Class of Customer                   1999 2000 2001
               -----------------                   ---- ---- ----
               <S>                                 <C>  <C>  <C>
               Machinery manufacturers............  31%  30%  30%
               Fabricated metal products producers  27   26   25
               Electrical machinery producers.....  11   13   14
               Transportation equipment producers.  10    9   10
               Construction-related purchasers....   5    5    4
               Wholesale distributors.............   4    4    4
               Metals mills and foundries.........   2    3    2
               Other..............................  10   10   11
                                                   ---  ---  ---
                  Total........................... 100% 100% 100%
                                                   ===  ===  ===
</TABLE>

   The Company's flat-rolled processing business unit, Ryerson Tull Coil
Processing ("RTCP"), generally serves a customer base that differs from the
Company's general line service center business. A large portion of

                                      3

<PAGE>

RTCP's customers has supply contracts typically at fixed prices and from three
months to one year in duration. RTCP has a small number of arrangements with
large customers that extend beyond one year. RTCP attempts to limit its
financial exposure on these fixed-price sales arrangements by entering into
fixed-price supply arrangements with one or more suppliers for comparable
periods of time. RTCP's customers often seek large quantities of carbon sheet
product that have undergone one or more of the following processes: pickling,
cutting to length, slitting, tension leveling, texturing or blanking. Many of
RTCP's approximately 500 customers are in the transportation equipment,
appliance, office furniture or cabinetry businesses.

Suppliers

   In 2001, the Company purchased approximately 2.8 million tons of materials
from many suppliers throughout the world. The Company's top 25 suppliers
accounted for approximately 68 percent of 2001 purchase dollars. The only
supplier that accounted for 10 percent or more of the 2001 purchase dollars was
Ispat Inland Inc. ("Ispat") which accounted for approximately 15 percent of
purchase dollars.

   The Company purchases the majority of its inventories at prevailing market
rates from strategic suppliers with which it has established relationships in
order to obtain improvements in price, quality, service, delivery and
performance. In order to minimize its financial exposure, the Company generally
matches its long-term fixed-price sales contracts for specific customers with
long-term fixed-price supply contracts. However, because of the competitive
nature of the business, when metal prices increase due to product demand,
supplier consolidation or other factors that in turn lead to longer mill lead
times, the Company may not be able to pass its increased material costs fully
to customers. Because the Company uses 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, the Company believes it will be able to meet its materials
requirements for the foreseeable future. The Company believes it has good
relationships with most of its suppliers.

Sales and Marketing

   Each of the Company's business units maintains its own sales and marketing
force. In addition to its office sales staff, the Company markets and sells its
products through the use of its field sales force that has extensive product
and customer knowledge and through a comprehensive catalog of the Company's
products. The Company's office and field sales staffs, which together consist
of approximately 643 employees, include technical and metallurgical personnel.
In addition, its technically oriented marketing departments develop advertising
materials and maintain product expertise for each of the various types of
materials sold and industries serviced by the Company.

Capital Expenditures

   In recent years the Company has made capital expenditures to maintain,
improve and expand processing capabilities. Additions by the Company to
property, plant and equipment, together with retirements for the five years
ended December 31, 2001, excluding the initial purchase price of acquisitions,
are set forth below. Net capital additions during such period aggregated $75.8
million (excluding capital expenditures related to discontinued operations).

<TABLE>
<CAPTION>
                                 Dollars in Millions
                          ---------------------------------
                                    Retirements Net Capital
                          Additions  or Sales    Additions
                          --------- ----------- -----------
                     <S>  <C>       <C>         <C>
                     2001   13.4       11.5         1.9
                     2000   34.7       11.5        23.2
                     1999   31.6       20.1        11.5
                     1998   40.1       30.2         9.9
                     1997   41.3       12.0        29.3
</TABLE>



                                      4

<PAGE>

   The Company anticipates that capital expenditures, excluding acquisitions,
will be in the range of $10 million to $20 million for 2002, which it expects
will be funded from cash generated by operations.

Employees

   As of December 31, 2001, the Company employed approximately 3,800 persons,
of which approximately 1,800 were salaried employees and approximately 2,000
were hourly employees. Approximately 62 percent of the hourly employees were
members of various unions, including the United Steelworkers and the Teamsters.
The Company's relationship with the various unions generally has been good and
over the last five years, there have been no work stoppages. The Company is
currently negotiating with the Joint Teamsters and Steelworkers Unions
regarding a first contract covering approximately 600 employees at four
locations in Chicago, with the UAW in Marshalltown, Iowa covering 40 employees
and with the Sheet Metal Workers in Quebec covering 20 employees. During 2002,
contracts covering approximately 55 employees at three facilities will expire.
During 2003, contracts covering approximately 350 employees at twelve
facilities will expire. The current agreement covering approximately 250
employees with the United Steelworkers will expire on July 31, 2003, and
agreements with the Teamsters expire on various dates during the period April
30, 2002 through October 31, 2004. While management does not expect any
unresolvable issues to arise in connection with the renewal of existing
contracts or negotiations of the first contract in Chicago, no assurances can
be given that labor disruptions will not occur or that any of these contracts
will be extended prior to their expiration.

Environmental, Health and Safety Matters

   The Company's operations are subject to many federal, state and local
regulations relating to the protection of the environment and to workplace
health and safety. In particular, its operations are subject to extensive
federal, state and local laws and regulations governing waste disposal, air and
water emissions, the handling of hazardous substances, environmental
protection, remediation, workplace exposure and other matters. The Company's
management believes that the Company's operations are presently in substantial
compliance with all such laws and does not currently anticipate that it will be
required to expend any substantial amounts in the foreseeable future in order
to meet current environmental, workplace health or safety requirements.
However, additional costs and liabilities may be incurred to comply with future
requirements, which costs and liabilities could have a material adverse effect
on the Company's results of operations or financial condition.

   Some of the properties owned or leased by the Company, however, are located
in industrial areas or have a history of heavy industrial use. These properties
may potentially incur environmental liabilities in the future that could have a
material adverse effect on the Company's financial condition or results of
operations. The Company is aware of contamination at, and has established a
reserve for anticipated remediation costs for, the soil floor and interior of a
building at one of the properties it intends to dispose of in its 2001
restructuring (discussed elsewhere in this report). The Company believes that
the costs of remediating this contamination from a prior owner's operations
will not have a material adverse effect on the Company's financial position or
results of operations. The Company has retained an environmental consultant to
conduct Phase I and Phase II environmental studies at this property to
determine whether other buildings or site acreage may require remediation, but
is not able to determine at the present time what effect any additional
remediation costs will have on its financial condition or results of
operations. Except as described above, the Company is not aware of any pending
remedial actions or claims relating to environmental matters at properties
presently used for Company operations that are expected to have a material
adverse effect on the Company's financial position or results of operations.

   Capital and operating expenses for pollution control projects were less than
$500,000 per year for the past five years. Excluding any potential additional
remediation costs resulting from the environmental studies for the property
described above, the Company expects spending for pollution control projects to
remain at historical levels.

                                      5

<PAGE>

Patents and Trademarks

   The Company owns 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. The Company considers certain other information
owned by it to be trade secrets. It protects its trade secrets by, among other
things, entering into confidentiality agreements with its employees regarding
such matters and implementing measures to restrict access to sensitive data and
computer software source code on a need-to-know basis. The Company believes
that these safeguards adequately protect its proprietary rights and vigorously
defends these rights. While the Company considers all of its intellectual
property rights as a whole to be important, it does not consider any single
right to be essential to its operations as a whole.

Corporate Restructuring

   In 2001, the Company took restructuring charges which included a workforce
reduction and consolidation of certain service center operations. The Company
expects that the restructuring actions will be completed by year- end 2002.

  Ryerson Tull Receivables LLC

   In 2001, the Company formed Ryerson Tull Receivables LLC in connection with
the Company's 364-day trade receivables securitization facility. Ryerson Tull
Receivables LLC is a special-purpose, wholly-owned, bankruptcy-remote
subsidiary for the sole purpose of buying receivables of certain subsidiaries
of the Company and selling an undivided interest in all eligible receivables to
certain commercial paper conduits.

Foreign Operations

  Ryerson International

   In 1994, the Company formed Ryerson International, Inc. (formerly Inland
International, Inc.) to hold the Company's non-North American international
operations, and it organized Ryerson International Trading, Inc. (formerly
Inland International Trading, Inc.) to sell products and services of the
Company and its affiliates and purchase materials for them abroad.

   During the third quarter of 2001, the Company and The MacSteel Group
dissolved their joint venture, IMF Steel International, Inc. This transaction
had no impact on the net earnings for the period.

  Ryerson Industries de Mexico

   The Company, through Ryerson Industries de Mexico, S.A. de C.V., owned a 50
percent interest in Centro de Servicio Placa y Lamina, S. A. de C.V., formerly
known as Ryerson de Mexico, S.A. de C.V., a joint venture with Altos Hornos de
Mexico, S.A. de C.V., an integrated steel manufacturer in Mexico ("AHMSA").
Centro de Servicio Placa y Lamina, which was formed in 1994, is a general line
metals service center and processor with 8 facilities in Mexico. In March 2000,
the Company and AHMSA entered into an agreement to sell the Company's 50
percent interest in the joint venture to AHMSA for $15 million, with payment
due in July 2000. Upon finalizing the terms of payment for the sale, the
Company exchanged its ownership in the joint venture for inventory and the
joint venture's Guadalajara facility.

   On December 27, 2001, the Company sold its subsidiary, Ryerson Industries de
Mexico, S.A. de C.V. to Grupo Collado S.A. de C.V.

  Shanghai Ryerson Limited

   The Company owns a 49 percent interest in Shanghai Ryerson Limited, a joint
venture with a unit of Baoshan Iron and Steel Corporation, an integrated steel
manufacturer in China. Shanghai Ryerson Limited,

                                      6

<PAGE>

which was formed in 1996, is a metals service center with a facility at Pudong,
Shanghai, China. The impact of Shanghai Ryerson's operations on the Company's
results of operations has not been material.

  Tata Ryerson Limited

   The Company owns a 50 percent interest in Tata Ryerson Limited, a joint
venture with The Tata Iron & Steel Corporation, an integrated steel
manufacturer in India. Tata Ryerson Limited, which was formed in 1997, is a
metals service center and processor with facilities at Jamshedpur and Pune,
India. The impact of Tata Ryerson's operations on the Company's results of
operations has not been material.

ITEM 2.  PROPERTIES.

   As of January 1, 2002, the Company's facilities were:

  Joseph T. Ryerson & Son, Inc.

   Ryerson owns its regional business unit headquarters offices in Chicago (IL)
and Renton (WA) and leases office space in Westmont (IL). Ryerson North's
service centers are at Bettendorf (IA), Buffalo (NY), Charlotte (NC),
Chattanooga (TN), Chicago (IL) (three facilities), Cincinnati (OH), Cleveland
(OH), Dallas (TX), Des Moines (IA), Detroit (MI), Devens (MA), Easton (PA),
Fairless Hills (PA), Holland (MI), Indianapolis (IN), Kansas City (MO),
Milwaukee (WI), Philadelphia (PA), Pittsburgh (PA), Plymouth (MN), Pounding
Mill (VA) and St. Louis (MO) with office space at Long Island City (NY).
Ryerson West's service centers are at Commerce City (CO), Emeryville (CA),
Phoenix (AZ), Portland (OR), Renton (WA), Salt Lake City (UT), Spokane (WA) and
Vernon (CA). Ryerson Tull Coil Processing Division's facilities are located in
Chicago (IL), Knoxville (TN), Marshalltown (IA) and Plymouth (MN) with office
space in Franklin (OH) and New Hope (MN).

   All of Ryerson's operating facilities are held in fee with the exception of
the facilities at Bettendorf (IA) (long-term lease), one Chicago (IL) facility
(long-term lease), Easton (PA) (long-term lease), Fairless Hills (PA)
(long-term lease), Franklin (OH) (long-term lease), Holland (MI) (short-term
lease), Knoxville (TN) (long-term lease), Plymouth (MN) (short-term lease), a
portion of the property at St. Louis (MO) (short-term lease), Salt Lake City
(UT) (long-term lease) and offices at Long Island City (NY) (long-term lease)
and New Hope (MN) (long-term lease). Ryerson has leases for the former
operating facilities at Schofield (WI) (short-term lease) and Wheeling (IL)
(long-term lease) with leases on former office spaces at Buffalo Grove (IL)
(long-term lease) and Southfield (MI) (short-term lease). Ryerson's properties
are adequate to serve its present and anticipated needs.

  J. M. Tull Metals Company, Inc.

   Tull maintains service centers at Baton Rouge (LA), Birmingham (AL),
Charlotte (NC), Charleston (SC), Fort Smith (AR), Greensboro (NC), Greenville
(SC), Jackson (MS), Jacksonville (FL), Little Rock (AR), Miami (FL), New
Orleans (LA), Oklahoma City (OK), Pinellas Park (FL), Richmond (VA), Shreveport
(LA), Tampa (FL), Tulsa (OK), West Memphis (AR), Youngsville (NC) and Norcross
(GA), where its headquarters is located. All of Tull's operating facilities are
held in fee, with the exception of the facilities at Charleston (SC) (long-term
lease), Pinellas Park (FL) (long-term lease), and Youngsville (NC) (short-term
lease). Tull has a lease for the former operating facility at Lawrenceville
(GA) (long-term lease). Tull's properties are adequate to serve its present and
anticipated needs.

  Ryerson Tull Canada, Inc.

   Ryerson Tull Canada, Inc., a wholly-owned, indirect Canadian subsidiary of
Ryerson Tull, has three facilities in Canada. It leases the facilities at
Vaudreuil (QC) (long-term lease) and Brampton (ON) (long-term lease) and a
separate facility at Brampton (ON) is held in fee. The properties of Ryerson
Tull Canada, Inc. are adequate to serve its present and anticipated needs.

                                      7

<PAGE>

  Ryerson Tull Mexico

   Ryerson Tull Mexico, S.A. de C.V., owns a general line metals processing and
service center in Guadalajara, Mexico and leases such facility to G. Collado
S.A. de C.V.

  Shanghai Ryerson Limited

   Shanghai Ryerson Limited, a joint venture company in which the Company owns
a 49 percent interest, has a metals service center in Pudong, Shanghai, China.
Shanghai Ryerson's properties are adequate to serve its present and anticipated
needs.

  Tata Ryerson Limited

   Tata Ryerson Limited, a joint venture company in which the Company owns a 50
percent interest, has two metals service centers in India, at Jamshedpur and
Pune. Tata Ryerson's properties are adequate to serve its present and
anticipated needs.

ITEM 3.  LEGAL PROCEEDINGS.

   From time to time, the Company is named as a defendant in legal actions
which arise primarily in the ordinary course of its business. Management does
not believe that the resolution of these claims will have a material adverse
effect on the Company's financial condition or results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

   Not applicable.

                                      8

<PAGE>

                       EXECUTIVE OFFICERS OF REGISTRANT

   Officers are elected by the Board of Directors of Ryerson Tull to serve for
a period ending with the next succeeding annual meeting of the Board of
Directors held immediately after the Annual Meeting of Stockholders. All
executive officers of Ryerson Tull, with the exception of Joyce E. Mims, have
been employed by the Company or an affiliate of the Company throughout the past
five years.

   Set forth below are the executive officers of Ryerson Tull as of March 1,
2002, and the age of each as of such date. Their principal occupations at
present and during the past five years, including positions and offices held
with the Company or a significant subsidiary or affiliate of the Company, are
shown below. References to Pre-merger Ryerson Tull refer to a subsidiary wholly
owned by the Company and merged into the Company in 1999. References to Inland
refer to Inland Steel Industries, Inc., the former name of the Company.

<TABLE>
<CAPTION>
Name, Age and Present
Position with Registrant                   Positions and Offices Held During the Past Five Years
------------------------                   -----------------------------------------------------
<C>                             <S>
Neil S. Novich, 47              Mr. Novich has been Chairman, President and Chief Executive Officer and a
  Chairman, President and       director of Ryerson Tull since February 1999. He served as President, Chief
  Chief Executive Officer       Executive Officer, Chief Operating Officer and a director of Pre-merger
                                Ryerson Tull from June 1994 to February 1999. He was a Senior Vice
                                President of Inland from January 1995 to May 1996. Prior to joining Inland,
                                he led the Distribution and Logistics Practice at Bain & Company, an
                                international management consulting firm. Mr. Novich is also a director of
                                W.W. Grainger, Inc. and MetalSite, Inc.

Jay M. Gratz, 49                Mr. Gratz has been Executive Vice President and Chief Financial Officer of
  Executive Vice President,     Ryerson Tull since February 1999 and President of Ryerson Tull Coil
  Chief Financial Officer and   Processing Division since November 2001. He was Vice President of Pre-
  President--RTCP               merger Ryerson Tull from September 1994 to February 1999 and was Chief
                                Financial Officer of Pre-merger Ryerson Tull from April 1996 to February
                                1999. He was Vice President and Chief Financial Officer of Inland from May
                                1996 to December 1998.

Gary J. Niederpruem, 50         Mr. Niederpruem has been Executive Vice President of Ryerson Tull since
  Executive Vice President      February 1999. He was President of Ryerson Central, a unit of Ryerson Tull,
                                from April 1998 until February 1999. He was President of Ryerson East, a
                                unit of Ryerson Tull, from January 1993 to March 1998.

Thomas S. Cygan, 57             Mr. Cygan has been President, Ryerson Tull North, a unit of Ryerson Tull,
  President, Ryerson            since June 2000. He was President of Ryerson West, a unit of Ryerson Tull,
  Tull North                    from November 1994 to May 2000.

James M. Delaney, 44            Mr. Delaney has been President, Customer Solutions Team and Chief
  President, Customer Solutions Customer Officer since June 2000 and Chief Procurement Officer since
  Team, Chief Customer          September 2001. He was President of Ryerson Central, a unit of Ryerson
  Officer and                   Tull, from February 1999 to June 2000. He was Vice President and General
  Chief Procurement Officer     Manager of Ryerson Central from April 1997 until January 1999. He was
                                Vice President and General Manager of Ryerson East, a unit of Ryerson Tull,
                                from January 1993 until April 1997.
</TABLE>

                                      9

<PAGE>

<TABLE>
<CAPTION>
Name, Age and Present
Position with Registrant                Positions and Offices Held During the Past Five Years
------------------------                -----------------------------------------------------
<C>                       <S>
Robert M. Lampi, 45       Mr. Lampi has been President, Ryerson Tull West, a unit of Ryerson Tull, since
  President, Ryerson      June 2000. He was Vice President and General Manager of Ryerson West from
  Tull West               November 1998 to May 2000. He was Marketing General Manager of Ryerson
                          West from November 1997 to October 1998. He served as General Manager of
                          Ryerson West's Salt Lake City location from February 1993 to October 1997.

Stephen E. Makarewicz, 55 Mr. Makarewicz has been President, Ryerson Tull South, a unit of Ryerson Tull,
  President, Ryerson      since June 2000 and President, Chief Executive Officer and Chief Operating
  Tull South              Officer of Tull since October 1994.

William Korda, 54         Mr. Korda has been Vice President--Human Resources of Ryerson Tull since
  Vice President--        February 1999. He served as Vice President--Human Resources of Pre-merger
  Human Resources         Ryerson Tull from October 1993 to February 1999.

Joyce E. Mims, 59         Ms. Mims has been Vice President and General Counsel of Ryerson Tull since
  Vice President and      January 2001. She was Vice President, General Counsel and Secretary of Ryerson
  General Counsel         Tull from June 1999 until January 2001 and Senior Vice President and General
                          Counsel of Ancilla Systems Incorporated, a multi-hospital health care system, from
                          1995 through 1997.

Darell R. Zerbe, 59       Mr. Zerbe has been Vice President--Information Technology and Chief
  Vice President--        Information Officer of Ryerson Tull since February 1999. He served as Vice
  Information Technology  President--Information Technology and Chief Information Officer of Pre-merger
                          Ryerson Tull from February 1996 to February 1999. He served as Senior Vice
                          President, Management Information Systems, for Venture Stores, Inc. from 1988 to
                          February 1996.

Terence R. Rogers, 42     Mr. Rogers has been Vice President--Finance since September 2001 and Treasurer
  Vice President--        since February 1999. He was Chief Procurement Officer from April 2000 to
  Finance and Treasurer   September 2001. He served as Treasurer of Pre-merger Ryerson Tull from
                          September 1998 to February 1999 and as Director--Pension & Risk Management
                          of Inland from December 1994 to September 1998.

Lily L. May, 52           Ms. May has been Controller of Ryerson Tull since February 1999. She was
  Controller              Controller of Pre-merger Ryerson Tull from May 1996 to February 1999. She was
                          Vice President--Finance and Purchasing and Controller of Inland Steel Company
                          from January 1995 through May 1996.
</TABLE>

                                      10

<PAGE>

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.

   The Common Stock of Ryerson Tull is listed and traded on the New York Stock
Exchange. As of March 15, 2002, the number of holders of record of Common Stock
of Ryerson Tull was 9,989.

   The Company's Common Stock trades on the New York Stock Exchange. The
following table sets forth the high and low sale prices for and the frequency
and amount of cash dividends declared on the Common Stock for the period
January 1, 2000 through December 31, 2001.

                  RYERSON TULL, INC. AND SUBSIDIARY COMPANIES

                        SUMMARY BY QUARTER (UNAUDITED)
                 (Dollars in millions, except per share data)

<TABLE>
<CAPTION>
                                                                           Per Common Share
                                Income (Loss)              -------------------------------------------------
                               From Continuing              Net Income (Loss)      Market Price
                 Net    Gross    Operations    Net Income  ----------------    -------------------- Dividend
                Sales   Profit  Before Taxes     (Loss)    Basic     Diluted    High   Low   Close    Paid
               -------- ------ --------------- ----------  ------    -------   ------ ------ ------ --------
<S>            <C>      <C>    <C>             <C>         <C>       <C>       <C>    <C>    <C>    <C>
2001
First Quarter  $  638.1 $136.3     $  2.8        $  1.3    $ 0.05    $ 0.05    $12.05 $ 8.19 $10.05    $0.05
Second Quarter    582.6  119.2       (8.8)         (4.9)    (0.20)    (0.20)    13.99   9.65  13.49     0.05
Third Quarter     543.0  102.3      (18.1)        (11.6)    (0.47)    (0.47)    13.35  10.39  12.55     0.05
Fourth Quarter    479.8   63.9      (75.7)*       (45.0)*   (1.82)*   (1.82)*   12.76  10.60  10.95     0.05
               -------- ------     ------        ------    ------    ------    ------ ------ ------    -----
Year           $2,243.5 $421.7     $(99.8)       $(60.2)   $(2.44)   $(2.44)   $13.99 $ 8.19 $10.95    $0.20
               ======== ======     ======        ======    ======    ======    ====== ====== ======    =====
2000
First Quarter  $  786.3 $166.0     $ 20.8        $ 11.0    $ 0.44    $ 0.44    $20.19 $12.38 $15.50    $0.05
Second Quarter    760.8  149.9      (16.7)**      (13.6)**  (0.55)**  (0.55)**  15.50   8.63  10.38     0.05
Third Quarter     695.6  135.8       (4.5)         (3.6)    (0.15)    (0.15)    10.69   8.63   9.44     0.05
Fourth Quarter    619.7  118.0      (33.1)^       (23.7)^#  (0.96)^#  (0.96)^#   9.94   6.94   8.25     0.05
               -------- ------     ------        ------    ------    ------    ------ ------ ------    -----
Year           $2,862.4 $569.7     $(33.5)       $(29.9)   $(1.22)   $(1.22)   $20.19 $ 6.94 $ 8.25    $0.20
               ======== ======     ======        ======    ======    ======    ====== ====== ======    =====
</TABLE>

*  The fourth quarter of 2001 includes a $19.4 million restructuring charge,
   $11.9 million after tax, or $0.48 per share.
** The second quarter of 2000 includes a $23.3 million restructuring charge,
   $16.5 million after tax, or $0.67 per share.
^  The fourth quarter of 2000 includes a $16.2 million bad debt provision for a
   single customer, $9.3 million after tax, or $0.37 per share.
#  The fourth quarter of 2000 includes a $4.8 million loss on the sale of
   Inland Steel Company, or $0.19 per share. See Note 15.

   Restrictions in the Company's financing that limit the Company's ability to
pay dividends are described in Item 7 "Management's Discussion and Analysis of
Financial Condition" at page 13.

ITEM 6.  SELECTED FINANCIAL DATA.

   The following historical consolidated financial information should be read
in conjunction with the audited historical Consolidated Financial Statements of
Ryerson Tull, Inc. and Subsidiaries and the Notes thereto included in Item 8.
"Financial Statements and Supplementary Data." The historical consolidated
financial information for the fiscal years 1997 through 2001 reflects the
historical financial statements of the Company.

                                      11

<PAGE>

FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA AND OPERATING RESULTS--CONTINUING
                                  OPERATIONS

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

<TABLE>
<CAPTION>
                                               2001         2000         1999        1998        1997
                                             --------     --------     --------    --------    --------
<S>                                          <C>          <C>          <C>         <C>         <C>
Summary of Earnings
Net sales................................... $2,243.5     $2,862.4     $2,763.5    $2,782.7    $2,804.0
Gross profit................................    421.7        569.7        631.9       625.8       626.0
Operating profit (loss).....................    (74.6)(1)     (4.1)(2)     97.1(3)     96.0(4)    133.1(5)
Income (loss) before income taxes, minority
  interest, discontinued operations, and
  extraordinary loss........................    (99.8)(1)    (33.5)(2)     73.9(3)     83.0(4)    119.5(5)
Income (loss) from continuing operations....    (60.2)(1)    (25.1)(2)     38.4(3)     47.7(4)     64.5(5)
Earnings (loss) per share--basic............    (2.44)(1)    (1.03)(2)     1.56(3)     1.03(4)     1.13(5)
Earnings (loss) per share--diluted..........    (2.44)(1)    (1.03)(2)     1.56(3)     0.99(4)     1.08(5)
Financial Position at Year-End
Inventory--current value(6)................. $  409.2     $  608.9     $  606.1    $  571.6    $1,013.1
Working capital.............................    396.6        418.3        610.5       572.0       660.2
Property, plant and equipment...............    249.7        274.7        273.2       293.6     1,641.8
Total assets................................  1,009.9      1,372.1      1,387.2     1,391.0     3,646.5
Long-term debt..............................    100.6        100.7        258.8       257.0       704.9
Stockholders' equity........................    551.7        661.7        697.8       563.6       900.1
Financial Ratios
Inventory turnover--current value(6)........      3.6          3.4          3.7         3.8         4.0
Operating asset turnover....................      2.2          2.3          2.5         2.5         2.8
Operating profit on operating assets (OP/OA)     (7.3)%       (0.3)%        8.7%        8.6%       13.1%
Return on ending stockholders' equity.......    (10.9)        (3.8)         5.5         8.5         7.2
Volume and Per Ton Data
Tons shipped (000)..........................    2,817        3,339        3,333       3,108       3,020
Average selling price per ton............... $    796     $    857     $    829    $    895    $    928
Gross profit per ton........................      150          171          190         201         207
Expenses per ton(7).........................      168          165          160         172         169
Operating profit per ton(8).................      (18)           6           30          29          38
Profit Margins
Gross profit as a percent of sales..........     18.8%        19.9%        22.9%       22.5%       22.3%
Expenses as a percent of sales(7)...........     21.1         19.2         19.3        19.3        18.2
Operating profit as a percent of sales(8)...     (2.3)         0.7          3.6         3.2         4.1
Other Data
Average number of employees.................    4,198        4,848        5,128       5,266       5,442
Tons shipped per average employee...........      671          689          650         590         555
Capital expenditures........................ $   13.4     $   34.7     $   31.6    $   40.1    $   41.3
Cash flow provided by (used for) operating
  activities................................    246.5        (62.7)        38.6       (29.0)       57.4
Dividends per common share..................     0.20         0.20         0.20        0.20        0.20
</TABLE>
--------
Data in the "Financial Position at Year-End" section for the year 1997 includes
amounts related to discontinued operations.

                                      12

<PAGE>

(1) Includes restructuring costs of $19.4 million pretax, loss on the sale of
    Mexican interests of $3.3 million pretax, the write-off of the investment
    in MetalSite, Inc. of $1.0 million pretax and a $1.3 million pretax gain on
    the sale of assets. Before these items, operating loss was $52.2 million,
    loss before taxes was $77.4 million, loss from continuing operations was
    $46.5 million, and basic and diluted loss per share were $1.88.
(2) Includes restructuring and plant closure costs of $27.8 million pretax, bad
    debt expense for a single customer of $16.2 million pretax, and a $4.4
    million pretax pension curtailment gain. Before these items, operating
    profit was $35.5 million, income before income taxes was $6.1 million,
    income from continuing operations was $4.6 million, and basic and diluted
    earnings per share were $0.18.
(3) Includes a $1.8 million pretax gain on the sale of assets and plant closure
    costs of $3.6 million. Before these items, operating profit was $98.9
    million, income before income taxes was $75.7 million, income from
    continuing operations was $39.3 million, and basic and diluted earnings per
    share were $1.60.
(4) Includes a $5.9 million pretax gain on the sale of assets. Before this
    gain, operating profit was $90.1 million, income before taxes was $77.1
    million, income from continuing operations was $44.0 million, and basic and
    diluted earnings per share were $0.94 and $0.90, respectively.
(5) Includes a $8.9 million pretax pension curtailment gain and a $8.9 million
    pretax gain on the sale of assets. Before these gains, operating profit was
    $115.3 million, income before taxes was $101.7 million, income from
    continuing operations was $55.0 million, and basic and diluted earnings per
    share were $0.94 and $0.90, respectively.
(6) Current value of inventory consists of book value of inventory plus LIFO
    reserve.
(7) Expenses are defined as operating expenses (excluding the restructuring
    charge) plus depreciation and amortization.
(8) Operating profit is defined as gross profit minus expenses.

ITEM 7.  MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION.

Background

   This section contains statements which constitute "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. See disclosure presented on the inside of the front cover of this
Report on Form 10-K for cautionary information with respect to such
forward-looking statements.

Critical Accounting Policies

   The Company's critical accounting policies, including the assumptions and
judgments underlying them, are disclosed under the caption "Statement of
Accounting and Financial Policies" under Item 8. 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, the
Company believes its estimates and judgments associated with the reported
amounts are appropriate in the circumstances.

                                      13

<PAGE>

   The following discussion should be read in conjunction with Item 6.
"Selected Financial Data" and the Company's Consolidated Financial Statements
and related Notes thereto in Item 8. "Financial Statements and Supplementary
Data."

Management's Discussion and Analysis

<TABLE>
<CAPTION>
                                                                      Results of Operations
                                                                   ----------------------------
                                                                     2001      2000      1999
                                                                   --------  --------  --------
                                                                   (Figures in millions, except
                                                                         per share data)
<S>                                                                <C>       <C>       <C>
Net sales from continuing operations.............................. $2,243.5  $2,862.4  $2,763.5
Operating profit (loss) from continuing operations................    (74.6)     (4.1)     97.1
Income (loss) from continuing operations..........................    (60.2)    (25.1)     38.4
Gain (loss) on sale of discontinued operations....................       --      (4.8)     17.3
Net income (loss).................................................    (60.2)    (29.9)     55.7
Income (loss) per common share from continuing operations--diluted $  (2.44) $  (1.03) $   1.56
Net income (loss) per common share--diluted.......................    (2.44)    (1.22)     2.26
Average shares outstanding--diluted...............................     25.1      24.8      24.6
</TABLE>

   The Company's primary business is metals distribution and processing. The
Company reported a loss from continuing operations in 2001 of $60.2 million, or
$2.44 per share, as compared with a loss from continuing operations of $25.1
million, or $1.03 per share, in 2000, and income of $38.4 million, or $1.56 per
share, in 1999. Included in the 2001 results were restructuring charges of
$11.9 million after tax, or $0.48 per share, and related inventory write-downs
of $4.5 million after tax, or $0.18 per share. The 2000 results included
restructuring charges of $17.7 million after tax, or $0.71 per share, and an
additional provision (discussed below) of $12.3 million after tax, or $0.50 per
share, to fully reserve for a receivable from a company that filed for
bankruptcy. The 1999 income from continuing operations included $1.0 million
after tax, or $0.04 per share, related to the gain from the sale of real estate.

   The Company, like many other companies in the industry, experienced a
significant reduction in demand for its products in 2001. During the same
period, metal prices also declined as demand from metal-using industries fell
rapidly with the Company's volume dropping by 16% year over year. These
extremely weak market conditions negatively impacted the Company's
profitability for the year 2001.

   Regarding discontinued operations, on July 16, 1998, Ispat International
N.V. ("Ispat") acquired Inland Steel Company ("ISC"), the Company's wholly
owned subsidiary that constituted the steel manufacturing and related
operations segment of the Company's consolidated operations. In 1998, the
Company recorded a $510.8 million after-tax gain from this transaction. In the
second quarter of 1999, the Company recorded a favorable $17.3 million
adjustment to taxes related to the gain on the sale of ISC. In the fourth
quarter of 2000, the Company recorded a $4.8 million after-tax charge related
to a claim by Ispat in connection with the sale of ISC.

Management's Discussion of Operations and Financial Condition

Comparison of 2001 with 2000--Continuing Operations

  Net Sales.

   Net sales of $2.24 billion in 2001 declined 22 percent from $2.86 billion in
2000 as a result of a 16 percent decrease in tons shipped and a 7 percent drop
in average selling price per ton. Both volume and price were impacted by the
weak market conditions. During 2001, the Company's share of the market declined
to 10.6 percent from 11.0 percent in 2000 based on data from the Metals Service
Center Institute.

                                      14

<PAGE>

  Gross Profit.

   Gross profit--the difference between net sales and the cost of materials
sold--decreased 26 percent to $421.7 million in 2001 from $569.7 million in
2000. Gross profit as a percentage of sales decreased to 18.8 percent from 19.9
percent a year ago. The Company's decision to aggressively reduce inventory,
coupled with worsening market conditions, reduced gross profit by $32 million
in 2001, of which $22 million was incurred in the fourth quarter. The $32
million reduction consists of a $22 million impact due to the inclusion of
older and higher-cost material in the cost of goods sold and a $10 million
impact from inventory liquidation. Furthermore, 2001 gross profit was adversely
impacted by $7.4 million in inventory write-downs associated with the
restructuring. Excluding the restructuring related inventory write-down, gross
profit as a percentage of sales decreased to 19.1 percent in 2001 from 19.9
percent a year earlier. Gross profit per ton declined to $150 ($152 excluding
the restructuring-related inventory write-downs) from $171 in 2000.

  Expenses.

   Expenses--which consist of operating expenses (excluding restructuring
charges, Mexico loss and MetalSite write-off discussed below), depreciation,
and amortization--decreased 11 percent in 2001 to $473.9 million from $534.2
million excluding a $16.2 million bad debt provision in 2000. The decline was
due to lower volume and further fixed cost reductions in 2001. Expenses per ton
increased to $168 from $160, a 5 percent increase due to the volume decline.
The average number of employees decreased 13 percent from 2000 to 2001 while
tons shipped per employee, a key measure of productivity, decreased from 689
tons to 671 tons.

   In addition to the 2001 restructuring charge, excluded from the above
expenses for 2001 are a $3.3 million loss resulting from the disposition of the
Company's interests in Mexico and a $1 million write-off of the Company's
investment in MetalSite, Inc.

  Operating Profit (Loss).

   Operating loss was $74.6 million in 2001 and $4.1 million in 2000. Volume
decline and the erosion of gross profit margins in addition to the
restructuring costs and the inventory write-downs were the primary factors in
the widening operating loss. In 2001, operating results were negatively
impacted by a restructuring charge of $19.4 million and related inventory
write-downs of $7.4 million, a Mexico loss of $3.3 million and a $1.0 million
write-off of the Company's investment in MetalSite, Inc., offset in part by a
gain on the sale of assets of $1.3 million. In 2000, operating results were
negatively impacted by an additional $16.2 million bad debt provision,
restructuring and plant closure costs of $27.8 million, offset in part by a
pension curtailment gain of $4.4 million. Excluding these items in both
periods, operating profit of $35.5 million in 2000 declined to a loss of $44.8
million in 2001.

  Other Expense.

   Other expenses, primarily interest and financing costs, decreased to $25.2
million in 2001 from $29.4 million in 2000. Lower levels of short term
borrowing, due primarily to lower working capital requirements, as well as the
substitution of lower cost financing for higher cost debt in the second half of
2001, were responsible for the decrease.

  Provision for Income Taxes.

   In 2001, the Company recorded an income tax benefit of $39.6 million
compared to $8.4 million in 2000. The effective tax rate was 39.7 percent in
2001 compared with 25.0 percent in 2000. In 2000, the effect of
non-tax-deductible expense on the lower pretax loss was primarily responsible
for the lower effective tax rate.

                                      15

<PAGE>

  Earnings Per Share.

   Diluted earnings per share from continuing operations was a loss of $2.44 in
2001 and $1.03 in 2000.

Comparison of 2000 with 1999--Continuing Operations

  Net Sales.

   Net sales of $2.86 billion in 2000 were 3.6 percent higher than the $2.76
billion reported in 1999. The higher net sales was due primarily to a $28 per
ton increase in average selling price, from $829 in 1999 to $857 in 2000, as
tons shipped remained virtually unchanged. Almost all of the change in average
selling price was attributable to surcharges on stainless products, which were
passed through to customers. During 2000, the Company's share of the market
remained virtually unchanged at 11 percent based on data from the Metals
Service Center Institute.

  Gross Profit.

   Gross profit decreased 9.8 percent to $569.7 million in 2000 from $631.9
million in 1999. Gross profit as a percentage of sales decreased to 19.9
percent in 2000 from 22.9 percent in 1999 due primarily to the Company's
inability to pass along to customers increases in material costs, as gross
profit per ton declined to $171 from $190.

  Expenses.

   Expenses increased 3.3 percent in 2000 to $550.4 million from $533.0 million
in 1999. Negatively impacting year 2000 was the additional provision to fully
reserve for a $16.2 million receivable due from a west central Indiana coil
converter which filed for bankruptcy. The converter, with which the Company had
anticipated a long-term business relationship, experienced financial and
operating problems, which precipitated its bankruptcy petition in January 2001.
Excluding the additional provision, expenses of $534.2 million increased
minimally from 1999. On that basis, expenses per ton remained unchanged at
$160. The average number of employees decreased 5.5 percent from 1999 to 2000,
and tons shipped per employee increased from 650 tons to 689 tons.

  Operating Profit (Loss).

   Operating loss in 2000 was $4.1 million compared with an operating profit of
$97.1 million in 1999. In 2000, in addition to the $16.2 million receivable
reserve discussed above, operating results were negatively impacted by
restructuring and plant closure charges of $27.8 million, offset in part by a
pension curtailment gain of $4.4 million. Operating profit in 1999 was
negatively impacted by plant closure costs of $3.6 million, offset in part by a
$1.8 million gain on the sale of real estate. Excluding these items in both
periods, operating profit declined to $35.5 million in 2000 from $98.9 million
in 1999, primarily due to gross profit margin erosion.

  Other Expense.

   Interest and other expense on debt increased to $29.7 million in 2000 from
$24.2 million in the prior year. Higher average short-term borrowing in 2000,
due to lower earnings and higher working capital requirements, was responsible
for the increase in interest expense.

  Provision for Income Taxes.

   In 2000, the Company booked an income tax credit of $8.4 million as compared
with an income tax expense of $34.8 million in 1999. The effective tax rate was
25.0 percent in 2000 and 47.1 percent in 1999. The effect of non-tax-deductible
expense on the pretax loss reported in 2000 was primarily responsible for the
change in the effective tax rate between the two years.

                                      16

<PAGE>

  Earnings Per Share.

   Diluted earnings per share from continuing operations was a loss of $1.03 in
2000 compared with earnings of $1.56 in 1999.

Liquidity and Financing

   The Company finished 2001 with cash and cash equivalents of $20.5 million
compared with $23.8 million at year-end 2000. Net cash provided from operating
activities was $246.5 million in 2001 compared with net cash used for operating
activities of $62.7 million in 2000. The primary reasons for the increase in
net cash provided from operations were the reduction of inventory and the sale
of receivables. At the end of 2001, the Company had $105 million outstanding
fundings under its trade receivables securitization facility, no short-term
funded borrowing under its credit facility and $61 million of letters of credit
issued under the credit facility. At year-end 2000, the Company had $97 million
of borrowing and no letters of credit issued under the credit facility and did
not have the trade receivables securitization facility. At year-end 2001, the
Company had total short-term funding sources available of $116 million
comprised of $42 million from the trade receivables securitization and $74
million from the credit facility, compared to 2000 year-end availability of
$153 million under the credit facility.

   The Company ended 2001 with a $250 million trade receivables securitization
facility and a $175 million credit facility secured by inventory (the latter
amending its $250 million unsecured credit facility in 2001). On March 29,
2001, the Company closed a 364-day $250 million trade receivables
securitization facility, in connection with which the Company formed a
special-purpose, wholly-owned, bankruptcy-remote subsidiary for the sole
purpose of buying receivables of certain subsidiaries of the Company and
selling an undivided interest in all eligible receivables to certain commercial
paper conduits. This subsidiary is part of the Company's consolidated financial
statements. Fundings under this facility were limited to the lesser of a
funding base, comprised of eligible receivables, and $250 million. The
availability of funds under this facility was based on the level of the
Company's receivables, which would have allowed $42 million of additional
funding at December 31, 2001. The facility required the Company to comply with
various affirmative and negative covenants. The facility required early
amortization if the special-purpose subsidiary did not maintain a minimum
equity requirement and terminated on the occurrence and failure to cure certain
events, including, among other things, any failure of the special-purpose
subsidiary to maintain certain ratios related to the collectability of the
receivables. The facility also terminated if the Company failed to maintain
long-term unsecured debt ratings of at least B by Standard and Poor's and B2 by
Moody's.

   On March 15, 2002, the Company's lenders renewed the facility for a 364-day
period ending March 14, 2003. The facility was amended to reduce maximum
availability to $200 million. The amended facility does not terminate in the
event the Company fails to maintain specified unsecured long-term debt ratings.
The Company will be required to meet certain additional financial covenants, as
described under "Subsequent Event" below.

   At December 31, 2000, the Company's credit facility was unsecured and had a
borrowing limit of $250 million. In January 2001, availability was reduced to
$125 million when the banks granted a temporary waiver due to the Company's
technical default of the fixed charge coverage ratio related to fourth quarter
2000 results. On February 22, 2001, the Company revised the credit agreement
terms with its banks to include a change of the credit line to $150 million,
collateralization with the Company's inventory, and an adjustment of the
interest rate to market, which was approximately one percentage point higher
than the rate under the previous agreement. Subsequently, in July 2001, the
Company amended the credit facility, increasing the amount to $175 million,
extending the maturity from September 5, 2002 to July 19, 2004, amending
certain covenants, and adjusting pricing. On December 21, 2001, the Company and
lenders amended the facility, revising the minimum net worth covenant
calculation.

   The $175 million credit facility remains secured by inventory and contains
covenants that, among other things, restrict the payment of dividends, the
amount of capital stock repurchases, the creation of certain kinds of secured
indebtedness and of certain kinds of subsidiary debt, take or pay contracts,
transactions with affiliates,

                                      17

<PAGE>

mergers and consolidations, and sales of assets. The facility also contains
certain financial covenants, including covenants regarding net worth and the
Company's debt-to-capital ratio, with which the Company is in compliance, and
cross-default provisions to other financing arrangements. During 2001 the
maximum borrowing under the credit facility was $104 million compared to $188
million the prior year.

   At December 31, 2001, $40 million of the $175 million credit facility was
not available for borrowing. Of that $40 million, $15 million will become
available if the Company meets certain financial ratios and the remainder will
become available upon consent of all the lenders. Letters of credit issued
under the facility reduce the amount available for borrowing. At December 31,
2001, the Company had $61 million of letters of credit outstanding, primarily
related to the PBGC guaranty discussed below, and no short-term borrowings
under the credit facility. Therefore, the Company had $74 million available
under its credit facility at year-end 2001.

   As a condition of completing the ISC/Ispat Transaction, Ispat, ISC and the
Company entered into an agreement with the Pension Benefit Guaranty Corporation
("PBGC") to provide certain financial commitments to reduce the underfunding of
the ISC Pension Plan on a termination basis. These obligations include a
guaranty of $50 million to the PBGC in the event of a distress or involuntary
termination of the ISC Pension Plan (now the Ispat Inland Inc. Pension Plan).
The agreement also required the Company to provide collateral for its guarantee
in the event of a downgrade of the Company's unsecured debt rating below
specified levels. On May 1, 2001, Moody's Investors Services reduced its rating
on such unsecured debt to Ba3, below the specified levels; and in July 2001,
the Company provided a letter of credit in the amount of $50 million to the
PBGC under the credit facility discussed above.

   On July 16, 2001, the Company redeemed the $142.2 million outstanding
balance of its 8-1/2% Notes that matured on that date. $100 million of the
Company's 9-1/8% Notes due July 15, 2006 remain outstanding. The indenture
under which the Notes were issued in 1996 contains covenants limiting, among
other things, the creation of certain types of secured indebtedness, sale and
leaseback transactions, the repurchase of capital stock, transactions with
affiliates and mergers, consolidations and certain sales of assets. In
addition, the Notes restrict the payment of dividends, although to a lesser
extent than the credit facility described above. The Notes also include a
cross-default provision in the event of a default in the revolving credit
facility.

   The Company may not pay dividends or repurchase stock if the availability of
funds under the credit facility is less than $25 million. The Company is also
limited to a maximum payment of $10 million in dividends and stock purchases,
excluding certain employee benefit transactions, in any calendar year.

   The Company has noncancellable operating leases for which future minimum
rental commitments are estimated to total $57.9 million, including
approximately $14.5 million in 2002, $11.7 million in 2003, $9.9 million in
2004, $4.6 million in 2005, $4.0 million in 2006 and $13.2 million thereafter.

   The Company believes that its present cash position, cash flow anticipated
from operations, and cash available from the above facilities will provide
sufficient liquidity to fund its capital program and meet any operating cash
requirements that may arise for at least the next year.

   The ratio of the Company's long-term debt, including the portion due within
one year, to total capitalization was 15 percent at December 31, 2001, compared
with 26 percent at year-end 2000.

Subsequent Event

   On March 15, 2002, the Company's lenders renewed its trade receivables
securitization for a 364-day period ending March 14, 2003, reducing the
facility from $250 million to $200 million, and modifying certain termination
events and covenants including, among other things, eliminating the termination
of the facility if the Company fails to maintain specified debt ratings on its
long-term unsecured debt. Fundings under the renewed facility are limited to
the lesser of a funding base, comprised of eligible receivables, and $200
million. The

                                      18

<PAGE>

amended facility requires the Company to comply with various affirmative and
negative covenants and certain financial covenants, including covenants on net
worth and the Company's debt-to-capital ratio. The Company is in compliance
with these covenants. The amended facility requires early amortization if the
special-purpose subsidiary does not maintain a minimum equity requirement.
Additionally, the facility terminates on the occurrence and failure to cure
certain events, including, among other things, any failure of the
special-purpose subsidiary to maintain certain ratios related to the
collectibility of the receivables and failure of the Company to meet the debt
to capital ratio and net worth covenants. The facility also contains
cross-default provisions to other financing arrangements.

   At March 15, 2002, the Company had total short-term funding sources
available of $145 million comprised of $73 million from the trade receivables
securitization facility and $72 million from the credit facility, compared to
2001 year end total short-term funding availability of $116 million.

Capital Expenditures

   Capital expenditures during 2001 totaled $13.4 million, compared with $34.7
million in 2000. Capital expenditures were primarily for buildings, machinery
and equipment.

   The Company anticipates capital expenditures, excluding acquisitions, to be
in the range of $10 million to $20 million in 2002, which will continue to
maintain or improve the Company's processing capacity.

Restructuring

   During the fourth quarter of 2001, the Company recorded a pretax
restructuring charge of $19.4 million to reflect costs associated with a
reduction in workforce of approximately 180 people ($6.4 million), asset
write-offs ($10.3 million) and lease obligations ($2.7 million) due to plant
consolidation. In addition, the Company recorded inventory write-downs of $7.4
million resulting from streamlining certain product lines to facilitate
consolidation of facilities.

   As part of the restructuring, certain facilities in Detroit and Holland,
Michigan will be closed and the Company plans to consolidate two facilities in
Chicago into one location. It is expected that the restructuring actions will
be completed by year-end 2002. In preparation for the Company's planned
disposition of one property, the Company has initiated environmental studies to
determine the extent of any remediation that may be required. The result of the
study and its potential impact on the Company's financial position is not yet
known or estimable.

   During the second quarter of 2000, the Company recorded a $23.3 million
restructuring provision to reflect costs associated with plant closings and
regional office consolidations. The 2000 restructuring actions have been
completed.

ISC Sale Contingencies

   Pursuant to the ISC/Ispat Merger Agreement, the Company agreed to indemnify
Ispat up to $90 million for losses, if they should arise, exceeding certain
minimum amounts in connection with breaches of representations and warranties
contained in the ISC/Ispat Merger Agreement and for expenditures and losses, if
they should arise, relating to certain environmental liabilities exceeding, in
most instances, minimum amounts. There are also certain other covenant
commitments made by the Company contained in the ISC/Ispat Merger Agreement
which are not subject to the $90 million limit. In general, Ispat must have
made indemnification claims with respect to breaches of representations and
warranties prior to March 31, 2000; however, claims relating to breaches of
representations and warranties related to tax matters and certain
organizational matters must be made within 90 days after the expiration of the
applicable statute of limitations, and claims with respect to breaches of
representations and warranties related to environmental matters must be made
prior to July 16, 2003.

   On May 29, 2001, the Company settled a number of disputes with Ispat that
had arisen under the ISC/Ispat Merger Agreement. The settled disputes included
Ispat's claim against the Company for indemnification in

                                      19

<PAGE>

connection with the resolution of a federal lawsuit and investigation relating
to the sale of polymer-coated steel by ISC to a culvert fabricator for use in
highway construction projects in Louisiana and other claims, but excluded
environmental claims, for which Ispat may make claims until July 2003. Pursuant
to the May 29, 2001 settlement, the Company paid $7.5 million to Ispat and the
parties released certain claims each had against the other. The Company had
recorded a $7.5 million pretax charge in 2000 for the potential exposure
related to the Louisiana proceedings. Therefore, there was no impact of the
settlement on 2001 results.

   The Company has purchased environmental insurance with coverage up to $90
million covering certain environmental matters payable directly to Ispat and
ISC. Ispat has notified the Company of certain environmental matters and of
certain environmental expenses that Ispat has incurred. Based on the current
status of these matters, the Company is unable to determine whether any such
environmental matters and expenses will result in indemnification payments to
Ispat.

   As part of the ISC/Ispat Transaction, the Inland Steel Industries Pension
Plan (the "ISC Pension Plan"), in which employees of both ISC and the Company
participated, was transferred to ISC. The Company's remaining employees that
formerly had participated in the ISC Pension Plan became participants in
Ryerson Tull's pension plan. The ISC Pension Plan has unfunded benefit
liabilities on a termination basis, as determined by the Pension Benefit
Guaranty Corporation ("PBGC"), an agency of the U.S. government. As a condition
to completing the ISC/Ispat Transaction, Ispat, ISC, the Company and a formerly
majority-owned subsidiary of the Company that merged into the Company in 1999,
entered into an agreement with the PBGC to provide certain financial
commitments to reduce the underfunding of the ISC Pension Plan and to secure
ISC Pension Plan unfunded benefit liabilities on a termination basis. These
requirements include a Company guaranty of $50 million, for five years, of the
obligations of Ispat and ISC to the PBGC in the event of a distress or
involuntary termination of the ISC Pension Plan. As discussed previously, the
Company provided a $50 million letter of credit to the PBGC in July 2001. The
guaranty is included in the $90 million limit on the Company's indemnification
obligations.

Deferred Tax Asset

   At December 31, 2001, the Company had a net deferred tax asset of $105
million.

   The Company will be required to generate approximately $18 million of future
taxable income to fully utilize the $6 million NOL carryforward asset related
to regular federal income tax purposes at December 31, 2001, which expires in
2021. The Company will also be required to generate approximately $190 million
of future taxable income to fully utilize the $9 million NOL carryforward asset
available for state income tax purposes, which expires between 2010 and 2021.
In addition to income generated by future profitable operations, these deferred
tax assets will be partially offset by existing deferred tax liabilities within
the carryforward period. The Company believes that it is more likely than not
that this net deferred tax asset will be realized prior to its expiration.

   In addition to the NOL carryforward tax assets, in conjunction with the
Alternative Minimum Tax ("AMT") rules, the Company had available at December
31, 2001, AMT credit carryforwards of approximately $54 million, which may be
used indefinitely to reduce regular federal income taxes. The Company also had
other general business credit carryforwards for tax purposes of approximately
$3 million, which expire during the years 2003 through 2010. The Company
believes that it is more likely than not that all of its tax credits will be
realized.

Recent Accounting Pronouncements

   The Company adopted Financial Accounting Standards Board Statement No. 133
("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities,"
in the first quarter of 2001. The Company is currently not involved with
derivative instruments or hedging activity as addressed in the Statement. In
the past the Company had only limited involvement with hedges and did not use
derivative financial instruments for speculative or trading purposes. The
adoption of SFAS 133 had no impact on the Company's financial statements.

                                      20

<PAGE>

   In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations."
SFAS 141 addresses financial accounting and reporting for business
combinations. Under the new standard, all business combinations entered into
after June 30, 2001 are to be accounted for by the purchase method.

   In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other
Intangible Assets." SFAS 142 addresses financial accounting and reporting for
acquired goodwill and other intangible assets. SFAS 142 requires that goodwill
no longer be amortized, but instead requires a transitional goodwill impairment
assessment and annual impairment tests thereafter. SFAS 142 will also require
that recognized intangible assets be amortized over their respective estimated
useful lives. Any recognized intangible asset determined to have an indefinite
useful life will not be amortized, but instead tested for impairment in
accordance with the standard until its life is determined to no longer be
indefinite.

   The Company will adopt SFAS 142 beginning January 1, 2002 and has determined
that an impairment charge of $91.1 million will be required. The Company will
record a non-cash charge of $91.1 million, or $82.2 million after tax, to write
off the entire goodwill asset in the first quarter of 2002 and will report the
charge as the cumulative effect of a change in accounting principle.

   In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143 ("SFAS 143"), "Accounting for Asset
Retirement Obligations." This statement requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying
amount of the long-lived asset. SFAS 143 will become effective for the Company
beginning January 1, 2003. The Company does not expect the adoption of this
standard to have a material impact on the Company's financial statements.

   In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting for the
Impairment or Disposal of Long-Lived Assets" and it will be effective for the
Company beginning January 1, 2002. SFAS 144 provides a single, comprehensive
accounting model for impairment and disposal of long-lived assets and
discontinued operations. The Company does not expect the adoption of this
standard to have a material impact on the Company's financial statements.

Other Matters

  Mexico

   In March 2000, the Company and Altos Hornos de Mexico, S.A. de C.V.
("AHMSA") entered into an agreement to sell the Company's 50 percent interest
in their joint venture to AHMSA for $15 million, with payment due in July 2000.
Upon finalizing the terms of payment for the sale, the Company exchanged its
ownership in the joint venture for inventory and the joint venture's
Guadalajara facility. Through December 31, 2001, the Company has received $8.4
million from the sale of a portion of the inventory. The cash received is
accounted for as cash inflow from operating activities. On December 27, 2001,
the Company sold its subsidiary, Ryerson Industries de Mexico S.A de C.V. to
Grupo Collado, S.A. de C.V. As a result of the above transactions, the Company
recorded a $3.3 million loss on the sale of its Mexican interests.

  IMF Steel International, Inc.

   During the third quarter of 2001, the Company and The MacSteel Group
dissolved their joint venture, IMF Steel International, Inc. As a result of the
dissolution, the Company received $2.9 million, which is accounted for as a
cash inflow from investing activities. This transaction had no impact on the
net earnings for 2001.

                                      21

<PAGE>

  MetalSite, Inc.

   During the second quarter of 2001, the Company recorded a $1.0 million
charge to write-off its investment in MetalSite, Inc. which was an Internet
steel marketplace that halted commercial operations in the second quarter.

  Bankrupt Coil Converter

   In 2000, the Company fully reserved for a $16.2 million receivable due from
a west central Indiana coil converter which filed for bankruptcy. In 2001, the
Company wrote off the $16.2 million receivable.

Outlook

   The Company's business has been impacted by decreasing volumes and declining
prices starting in the second half of 2000 and continuing through year-end
2001, due to softening demand from customers in the cyclical downturn in the
U.S. economy. We have yet to see sustainable signs of improvement in business
conditions. During 2001 and 2000, the Company implemented cost-reduction
programs to lower its cost structure, including workforce reduction and
facility consolidations, which will be completed during 2002. Despite the
implementation of these cost-savings measures, if weakness in product demand
continues and volumes and pricing remain low, reduced sales could materially
adversely affect operating income and earnings. If metal prices increase due to
product demand, supplier consolidations, trade law changes or other factors, it
is possible that we may not be able to pass our increased material costs fully
to customers due to the competitive nature of the business.

   The Company's pension plan currently meets the minimum funding requirements
under the Employee Retirement Income Security Act (ERISA). However, pension
trust investment returns have been negatively impacted by the recent poor
performance of the stock market. Although we do not expect to have any
ERISA-required pension plan contributions during 2002, we may elect to make
voluntary contributions to improve the plan's funded status. In the event that
asset returns do not improve, the Company could have future sizeable pension
contribution requirements beginning as soon as 2003. 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 condition or results of operations.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

   The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value. The Company has no involvement with derivative financial
instruments and does not use them for speculative or trading purposes. Cash
equivalents are highly liquid, short-term investments with maturities of three
months or less that are an integral part of the Company's cash management
portfolio. The carrying amount of cash equivalents approximates fair value
because of the short maturity of those instruments. The estimated fair value of
the Company's 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 $105
million at December 31, 2001 and $252 million at December 31, 2000, as compared
with the carrying value of $101 million and $243 million at year-end 2001 and
2000, respectively.

                                      22

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                  Index to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
Financial Statements
   Report of Independent Accountants.......................................................................  24
   Consolidated Statements of Operations and Reinvested Earnings for the three years ended
     December 31, 2001.....................................................................................  25
   Consolidated Statement of Cash Flows for the three years ended December 31, 2001........................  26
   Consolidated Balance Sheet at December 31, 2001 and 2000................................................  27
   Consolidated Statement of Comprehensive Income for the three years ended December 31, 2001..............  28
   Schedules to Consolidated Financial Statements: Property, Plant and Equipment...........................  28
   Statement of Accounting and Financial Policies..........................................................  29
   Notes to Consolidated Financial Statements..............................................................  30
Financial Statements Schedule
   II--Valuation and Qualifying Accounts...................................................................  45
   All other schedules are omitted because they are not applicable. The required information is shown in
   the Financial Statements or Notes thereto.
</TABLE>

                                      23

<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
  Ryerson Tull, Inc.

   In our opinion, the consolidated financial statements listed in the index
appearing under Item 8 on page 23 present fairly, in all material respects, the
financial position of Ryerson Tull, Inc. and its subsidiaries at December 31,
2001 and December 31, 2000, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States
of America. In addition, in our opinion, the financial statement schedule
listed in the index appearing under Item 8 on page 23 presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements. These financial statements
and financial statement schedule are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits. We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.


/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Chicago, Illinois
February 20, 2002

                                      24

<PAGE>

                  RYERSON TULL, INC. AND SUBSIDIARY COMPANIES

         CONSOLIDATED STATEMENTS OF OPERATIONS AND REINVESTED EARNINGS
                 (Dollars in millions, except per share data)

<TABLE>
<CAPTION>
                                                                                    Year ended December 31,
                                                                                 ----------------------------
                                                                                   2001      2000      1999
                                                                                 --------  --------  --------
<S>                                                                              <C>       <C>       <C>
Net sales....................................................................... $2,243.5  $2,862.4  $2,763.5
   Cost of materials sold.......................................................  1,821.8   2,292.7   2,131.6
                                                                                 --------  --------  --------
Gross profit....................................................................    421.7     569.7     631.9
   Operating expense............................................................    442.1     518.6     500.9
   Depreciation and amortization................................................     31.8      31.8      32.1
   Restructuring and plant closure costs........................................     19.4      27.8       3.6
   Loss on sale of Mexican interests............................................      3.3        --        --
   Write-off of investment in MetalSite, Inc....................................      1.0        --        --
   Pension curtailment gain.....................................................       --      (4.4)       --
   Gain on sale of assets.......................................................     (1.3)       --      (1.8)
                                                                                 --------  --------  --------
Operating profit (loss).........................................................    (74.6)     (4.1)     97.1
Other expense
   Other income and expense, net................................................     (5.9)      0.3       1.0
   Interest and other expense on debt...........................................    (19.3)    (29.7)    (24.2)
                                                                                 --------  --------  --------
Income (loss) before income taxes, minority interest and discontinued operations    (99.8)    (33.5)     73.9
Provision (benefit) for income taxes (Note 12)..................................    (39.6)     (8.4)     34.8
                                                                                 --------  --------  --------
Income (loss) before minority interest and discontinued operations..............    (60.2)    (25.1)     39.1
Minority interest in RT.........................................................       --        --       0.7
                                                                                 --------  --------  --------
Income (loss) from continuing operations........................................    (60.2)    (25.1)     38.4
Discontinued operations--Inland Steel Company
   Gain (loss) on sale (net of tax of $2.7 cr. in 2000).........................       --      (4.8)     17.3
                                                                                 --------  --------  --------
Net income (loss)...............................................................    (60.2)    (29.9)     55.7
Dividend requirements for preferred stock.......................................      0.2       0.2       0.2
                                                                                 --------  --------  --------
Net income (loss) applicable to common stock.................................... $  (60.4) $  (30.1) $   55.5
                                                                                 ========  ========  ========
Per share of common stock
   Basic:
     Income (loss) from continuing operations................................... $  (2.44) $  (1.03) $   1.56
     Inland Steel Company--gain (loss) on sale..................................       --     (0.19)     0.71
                                                                                 --------  --------  --------
     Basic earnings (loss) per share............................................ $  (2.44) $  (1.22) $   2.27
                                                                                 ========  ========  ========
   Diluted:
     Income (loss) from continuing operations................................... $  (2.44) $  (1.03) $   1.56
     Inland Steel Company--gain (loss) on sale..................................       --     (0.19)     0.70
                                                                                 --------  --------  --------
     Diluted earnings (loss) per share.......................................... $  (2.44) $  (1.22) $   2.26
                                                                                 ========  ========  ========
Retained earnings at beginning of year.......................................... $  506.8  $  541.8  $  491.2
Net income (loss) for the year..................................................    (60.2)    (29.9)     55.7
Dividends declared:
   Common ($0.20 per share).....................................................     (5.0)     (4.9)     (4.9)
   Preferred (Note 6)...........................................................     (0.2)     (0.2)     (0.2)
                                                                                 --------  --------  --------
Retained earnings at end of year................................................ $  441.4  $  506.8  $  541.8
                                                                                 ========  ========  ========
</TABLE>

See Notes to Consolidated Financial Statements on pages 30-44.

                                      25

<PAGE>

                  RYERSON TULL, INC. AND SUBSIDIARY COMPANIES

                     CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Dollars in millions)

<TABLE>
<CAPTION>
                                                                   Increase (decrease) in Cash Years
                                                                           ended December 31
                                                                   --------------------------------
                                                                      2001         2000      1999
                                                                    -------       ------    ------
<S>                                                                <C>           <C>       <C>
Operating Activities
Net income (loss)................................................. $ (60.2)      $(29.9)   $ 55.7
                                                                    -------       ------    ------
Adjustments to reconcile net income (loss) to net cash provided by
(used for) operating activities:
   Depreciation and amortization..................................    31.8         31.8      32.1
   Deferred income taxes..........................................    (7.2)       (12.8)     27.6
   Deferred employee benefit cost.................................    (2.1)        (6.2)     (5.9)
   Restructuring and plant closure costs..........................    19.4         27.8       3.6
   (Gain) loss from sale of ISC, net of tax.......................      --          4.8     (17.3)
   Loss on the sale of Mexican interests..........................     3.3           --        --
   Write-off of investment in MetalSite, Inc......................     1.0           --        --
   Gain from sale of assets.......................................    (1.3)          --      (1.8)
   Change in:
       Receivables................................................   168.8         22.5      (7.7)
       Inventories................................................   176.7        (25.1)     (8.2)
       Accounts payable...........................................   (44.1)       (63.6)    (13.7)
       Other accrued liabilities..................................   (36.3)       (18.0)    (28.5)
   Other items....................................................    (3.3)         6.0       2.7
                                                                    -------       ------    ------
       Net adjustments............................................   306.7        (32.8)    (17.1)
                                                                    -------       ------    ------
       Net cash provided by (used for) operating activities.......   246.5        (62.7)     38.6
                                                                    -------       ------    ------

Investing Activities
Capital expenditures..............................................   (13.4)       (34.7)    (31.6)
Acquisitions (Note 13)............................................      --           --     (66.0)
Proceeds from sale of investment..................................     2.9           --        --
Proceeds from sales of assets.....................................     5.1          4.7       9.4
                                                                    -------       ------    ------
       Net cash used for investing activities.....................    (5.4)       (30.0)    (88.2)
                                                                    -------       ------    ------

Financing Activities
Long-term debt retired............................................  (142.2)       (14.8)       --
Net change in short-term borrowing................................   (97.0)        97.0        --
Dividends paid....................................................    (5.2)        (5.1)     (5.1)
Acquisition of treasury stock.....................................      --         (0.1)     (5.4)
                                                                    -------       ------    ------
       Net cash provided by (used for) financing activities.......  (244.4)        77.0     (10.5)
                                                                    -------       ------    ------
Net decrease in cash and cash equivalents.........................    (3.3)       (15.7)    (60.1)
Cash and cash equivalents - beginning of year.....................    23.8         39.5      99.6
                                                                    -------       ------    ------
Cash and cash equivalents - end of year........................... $  20.5       $ 23.8    $ 39.5
                                                                    =======       ======    ======

Supplemental Disclosures
Cash paid (received) during the year for:
   Interest....................................................... $  23.9       $ 28.7    $ 23.8
   Income taxes, net..............................................   (23.5)         9.5      22.5
</TABLE>

See Notes to Consolidated Financial Statements on pages 30-44.

                                      26

<PAGE>

                  RYERSON TULL, INC. AND SUBSIDIARY COMPANIES

                          CONSOLIDATED BALANCE SHEET
                             (Dollars in millions)

<TABLE>
<CAPTION>
                                                                                                    At December 31
                                                                                                  ------------------
                                                                                                    2001      2000
                                                                                                  --------  --------
<S>                                                                                               <C>       <C>
Assets
    Current assets:
       Cash and cash equivalents................................................................. $   20.5  $   23.8
       Receivables less provision for allowances, claims and doubtful accounts of $10.7 and
        $24.5, respectively......................................................................    119.6     285.4
       Inventories (Note 2)......................................................................    399.5     567.8
       Deferred income taxes (Note 12)...........................................................      0.7        --
                                                                                                  --------  --------
       Total current assets......................................................................    540.3     877.0
    Investments and advances.....................................................................      6.0      22.3
    Property, plant and equipment, at cost, less accumulated depreciation (see details on page
     28).........................................................................................    249.7     274.7
    Deferred income taxes (Note 12)..............................................................    104.7      69.4
    Intangible pension asset.....................................................................      8.4        --
    Prepaid pension costs (Note 10)..............................................................       --      23.5
    Excess of cost over net assets acquired, less accumulated amortization of $40.5 and $35.6,
     respectively................................................................................     91.1      96.5
    Deferred charges and other assets............................................................      9.7       8.7
                                                                                                  --------  --------
       Total assets.............................................................................. $1,009.9  $1,372.1
                                                                                                  ========  ========

Liabilities
    Current liabilities:
       Accounts payable.......................................................................... $   93.5  $  137.6
       Accrued liabilities:......................................................................
          Salaries, wages and commissions........................................................     17.1      19.4
          Taxes..................................................................................     12.9      22.6
          Interest on debt.......................................................................      4.2      10.5
          Terminated facilities costs (Note 11)..................................................      9.7       7.7
          Other accrued liabilities..............................................................      6.3      20.6
    Deferred income taxes (Note 12)..............................................................       --       0.8
    Short-term borrowing (Note 4)................................................................       --      97.0
    Long-term debt due within one year: Ryerson Tull 8.5% Notes (Note 5).........................       --     142.5
                                                                                                  --------  --------
       Total current liabilities.................................................................    143.7     458.7
    Long-term debt: Ryerson Tull 9.125% Notes due July 15, 2006 (Note 5).........................    100.6     100.7
    Deferred employee benefits (Note 10).........................................................    213.9     151.0
                                                                                                  --------  --------
       Total liabilities.........................................................................    458.2     710.4
                                                                                                  --------  --------
    Commitments and contingencies (Note 15)......................................................       --        --
                                                                                                  --------  --------

Stockholders' Equity
    Preferred stock, $1.00 par value, 15,000,000 shares authorized for all series, aggregate
     liquidation value of $3.5 in 2001 and 2000 (Note 6).........................................      0.1       0.1
    Common stock, $1.00 par value; authorized--100,000,000 shares; issued--50,556,350 shares
     (Notes 6 through 8).........................................................................     50.6      50.6
    Capital in excess of par value (Note 6)......................................................    862.5     862.8
    Retained earnings............................................................................    441.4     506.8
    Restricted stock awards......................................................................     (0.1)     (0.2)
    Treasury stock at cost--Common stock of 25,767,918 shares in 2001 and 25,782,477 shares
     in 2000 (Note 6)............................................................................   (753.6)   (754.1)
    Accumulated other comprehensive income (Note 6)..............................................    (49.2)     (4.3)
                                                                                                  --------  --------
       Total stockholders' equity................................................................    551.7     661.7
                                                                                                  --------  --------
       Total liabilities and stockholders' equity................................................ $1,009.9  $1,372.1
                                                                                                  ========  ========
</TABLE>

See Notes to Consolidated Financial Statements on pages 30-44.

                                      27

<PAGE>

                  RYERSON TULL, INC. AND SUBSIDIARY COMPANIES

                CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                             (Dollars in millions)

<TABLE>
<CAPTION>
                                                                              Year ended December 31
                                                                              ----------------------
                                                                               2001     2000   1999
                                                                              -------  ------  -----
<S>                                                                           <C>      <C>     <C>
Net income (loss)............................................................ $ (60.2) $(29.9) $55.7
Other comprehensive income (loss):...........................................
   Foreign currency translation adjustments..................................     2.2    (1.4)   0.4
   Minimum pension liability adjustment, net of tax of $29.6 cr. in 2001 and
     $18.3 in 1999...........................................................   (47.1)     --   26.9
                                                                              -------  ------  -----
Comprehensive income (loss).................................................. $(105.1) $(31.3) $83.0
                                                                              =======  ======  =====
</TABLE>

                SCHEDULES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (Dollars in millions)
<TABLE>
<CAPTION>
                                                    At December 31
                                                    --------------
                                                     2001    2000
                                                    ------  ------
              <S>                                   <C>     <C>
              Property, Plant and Equipment
              Land and land improvements........... $ 28.9  $ 28.7
              Buildings, machinery and equipment...  563.6   564.6
              Transportation equipment.............    2.6     3.4
                                                    ------  ------
                 Total.............................  595.1   596.7
              Less: Accumulated depreciation.......  345.4   322.0
                                                    ------  ------
                 Net property, plant and equipment. $249.7  $274.7
                                                    ======  ======
</TABLE>

See Notes to Consolidated Financial Statements on pages 30-44.

                                      28

<PAGE>

                STATEMENT OF ACCOUNTING AND FINANCIAL POLICIES

   Principles of Consolidation.  The consolidated financial statements include
all domestic and foreign subsidiaries that are more than 50-percent-owned and
controlled. The Company's investments in less than majority-owned joint
ventures are accounted for under the equity method. Minority interest
represents outside shareholders' 13 percent interest in a majority-owned
subsidiary of the Company prior to this subsidiary's merger into the Company on
February 25, 1999.

   Revenue Recognition.   Revenue is recognized upon shipment of goods to
customers.

   Per Share Results.  Basic per share results are based on the weighted
average number of common shares outstanding and take into account the dividend
requirements of preferred stock. Diluted per share results reflect the dilutive
effect of outstanding stock options, the further dilutive effect of the assumed
conversion into common stock of the outstanding shares of convertible preferred
stock, and the elimination of the related preferred stock dividends

   Cash Equivalents.  Cash equivalents reflected in the financial statements
are highly liquid, short-term investments with maturities of three months or
less that are an integral part of the Company's cash management portfolio.

   Inventory Valuation.  Inventories are valued at cost, which is not in excess
of market. Cost is determined by the last-in, first-out ("LIFO") method.

   Property, Plant and Equipment.  Property, plant and equipment is
depreciated, for financial reporting purposes, using the straight-line method
over the estimated useful lives of the assets. The provision for depreciation
is based on the estimated useful lives of the assets (45 years for buildings
and 14.5 years for machinery and equipment). Expenditures for normal repairs
and maintenance are charged against income in the period incurred.

   Excess of Cost Over Net Assets Acquired.   The excess of cost over the fair
value of net assets of businesses acquired is being amortized over 25-year
periods.

   Long-lived Assets.  Long-lived assets and certain identifiable intangibles
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.

   Stock-Based Compensation.  Financial Accounting Standards Board ("FASB")
Statement No. 123, "Accounting for Stock-Based Compensation," encourages, but
does not require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related Interpretations. Accordingly, compensation cost for
stock options is measured as the excess, if any, of the quoted market price of
the Company's stock at the date of the grant over the amount an employee must
pay to acquire the stock. Compensation cost for stock appreciation rights and
performance equity units is recorded annually based on the quoted market price
of the Company's stock at the end of the period.

   Shipping and Handling Fees and Costs.  Shipping and handling fees and costs,
primarily distribution costs, are classified as an operating expense in the
financial statements. These costs totaled $64.1 million in 2001, $77.7 million
in 2000 and $79.0 million in 1999.

   Use of Estimates.  The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the consolidated
financial statements and related notes to financial statements. Changes in such
estimates may affect amounts reported in future periods.

   Reclassification.  Certain items previously reported have been reclassified
to conform with the 2001 presentation.

                                      29

<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1:__Reorganization and Recapitalization

   On February 25, 1999, the Company and its majority-owned subsidiary, Ryerson
Tull, Inc. ("RT"), merged through the process of converting each share of RT
Class A common stock into 0.61 share of Company common stock. After the merger,
the Company changed its name from Inland Steel Industries, Inc. to Ryerson
Tull, Inc. All references to RT in these financial statements refer to the
pre-merger, majority-owned subsidiary of the Company.

   The merger was accounted for as a purchase for financial reporting purposes.
Under the purchase method of accounting, the assets and liabilities of RT in
proportion to the 13% minority interest were recorded at their fair values at
the effective time of the merger.

   On July 16, 1998, Ispat International N.V. ("Ispat") acquired Inland Steel
Company ("ISC"), the Company's wholly owned subsidiary that constituted the
steel manufacturing and related operations segment of the Company's
consolidated operations, pursuant to an agreement and plan of merger dated May
27, 1998, as amended as of July 16, 1998 (the "Merger Agreement"), among the
Company, ISC, Ispat and Inland Merger Sub, Inc. (an Ispat subsidiary). In the
fourth quarter of 2000, the Company recorded a $7.5 million pretax charge
related to Ispat's claim for indemnification in connection with the resolution
of a federal lawsuit. In the second quarter of 1999, the Company reported a
favorable $17.3 million adjustment to taxes for the gain on the sale of ISC.

Note 2:__Inventories

Inventories were classified on December 31 as follows:

<TABLE>
<CAPTION>
                                                 2001       2000
                                                ------     ------
                                              (Dollars in Millions)
             <S>                              <C>        <C>
             In process and finished products   $399.3     $567.6
             Supplies........................      0.2        0.2
                                                ------     ------
             Total...........................   $399.5     $567.8
                                                ======     ======
</TABLE>

   Replacement costs for the LIFO inventories exceeded LIFO values by
approximately $10 million and $41 million on December 31, 2001 and 2000,
respectively. The liquidation of LIFO layers had a $22 million unfavorable
impact on material cost in 2001.

Note 3:__Accounts Receivable Securitization

   On March 29, 2001, the Company and certain of its subsidiaries completed
arrangements for a $250 million 364-day trade receivables securitization
facility with a group of financial institutions. The Company formed a
special-purpose, wholly-owned, bankruptcy-remote subsidiary ("Ryerson Tull
Receivables LLC") for the sole purpose of buying receivables of certain
subsidiaries of the Company and selling an undivided interest in all eligible
trade accounts receivable to certain commercial paper conduits. This
securitization facility includes substantially all of the Company's accounts
receivable. Fundings under the facility are limited to the lesser of a funding
base, comprised of eligible receivables, or $250 million.

   Sales of accounts receivable are reflected as a reduction of "receivables
less provisions for allowances, claims and doubtful accounts" in the
Consolidated Balance Sheet and the proceeds received are included in cash flows
from operating activities in the Consolidated Statement of Cash Flows. Proceeds
from the sales of receivables are less than the face amount of accounts
receivable sold by an amount equal to a discount on sale that approximates the
conduits' financing cost of issuing their own commercial paper, which is backed
by their ownership interests in the accounts receivable sold by the special
purpose subsidiary, plus an agreed-upon margin. These costs, totaling $8.5
million in 2001, are charged to "other income and expense, net" in the
Consolidated Statement of Operations.

                                      30

<PAGE>

   Generally, the facility provides that as payments are collected from the
sold accounts receivable, the special- purpose subsidiary may elect to have the
commercial paper conduits reinvest the proceeds in new accounts receivable. The
commercial paper conduits, in addition to their rights to collect payments from
that portion of the interests in the accounts receivable owned by them, also
have rights to collect payments from that portion of the ownership interest in
the accounts receivable that is owned by the special-purpose subsidiary. In
calculating the fair market value of the Company's retained interest in the
receivables, the book value of the receivables represented the best estimate of
the fair market value due to the current nature of these receivables. The
facility, scheduled to expire March 28, 2002, requires the Company to comply
with various affirmative or negative covenants and requires early amortization
if the special-purpose subsidiary does not maintain a minimum equity
requirement. The facility also terminates on the occurrence and failure to cure
certain events, including, among other things, any failure of the
special-purpose subsidiary to maintain certain ratios related to the
collectability of the receivables, or the Company's failure to maintain
long-term unsecured debt ratings of at least B by Standard and Poor's and B2 by
Moody's.

   The table below summarizes certain cash flows from and paid to
securitization trusts ($ in millions):

<TABLE>
<CAPTION>
                                                 Twelve Months Ended
                                                  December 31, 2001
                                                 -------------------
            <S>                                  <C>
            Proceeds from new securitizations...       $  200
            Proceeds from collections reinvested       $1,084
</TABLE>

Note 4:__Borrowing Arrangements

   On December 31, 2001, the Company had no borrowing outstanding under its
credit facility. The facility, which extends to July 2004, requires compliance
with various financial covenants including minimum net worth and
debt-to-capital ratios. Due to fourth quarter 2000 results, the Company was in
technical default of the fixed charge coverage ratio under its revolving credit
agreement. The committed banks granted a temporary waiver of the default, in
connection with which the amount available under the Company's line was reduced
from $250 million to $125 million. On February 22, 2001, the Company negotiated
revised revolving credit agreement terms with its banks. Included in the
revised terms were a change of the credit line to $150 million collateralized
with the Company's inventory and an adjustment of the interest rate to market,
which was approximately one percentage point higher than the rate under the
previous agreement. On July 25, 2001, the Company amended the facility,
increasing the credit line to $175 million, extending the maturity to July 19,
2004, amending certain covenants, and adjusting pricing. On December 21, 2001,
the Company and lenders amended the facility, revising the minimum net worth
covenant calculation.

Note 5:__Long-Term Debt

   In July 1996, RT sold $150 million of 8.5 percent Notes, due July 15, 2001,
and $100 million of 9.125 percent Notes, due July 15, 2006, in a public
offering. The indenture under which the Notes were issued contains covenants
limiting, among other things, the creation of secured indebtedness, sale and
leaseback transactions, the repurchase of capital stock, transactions with
affiliates, and mergers, consolidations and certain sales of assets. The Notes
also include a cross-default provision in the event of a default in the
revolving credit facility. On February 26, 1999, the indenture trustee agreed
to a supplement to the indenture agreement allowing the Company to succeed its
subsidiary, RT, as obligee for the Notes.

   On February 1, 2000, the Company's subsidiary, Joseph T. Ryerson & Son,
Inc., redeemed its $7.0 million Industrial Revenue Bond obligation. As a
result, this subsidiary is no longer required to maintain specified amounts of
working capital and net worth and to meet leverage tests as outlined in the
loan agreement.

   On June 21, 2000, the Company purchased and retired $4.8 million of the $150
million 8.5% Notes maturing on July 15, 2001. On August 28, 2000, the Company
purchased and retired an additional $3.0 million of the $150 million 8.5% Notes.

                                      31

<PAGE>

   On July 16, 2001, the Company redeemed the $142.2 million outstanding
balance of its 8.5% Notes that matured on that date.

   Maturity of long-term debt due within five years is $100 million in 2006.
See Note 15 regarding commitments and contingencies for other scheduled
payments.

Note 6:__Capital Stock and Accumulated Other Comprehensive Income

   On December 31, 2001, 3,805,661 shares of common stock remained reserved for
issuance under the Company's various stock plans and 80,230 are reserved for
issuance upon conversion of shares of preferred stock.

   The Series A $2.40 Cumulative Convertible Preferred Stock, $1.00 par value
per share ("Series A Preferred Stock"), is convertible into common stock at the
rate of one share of common stock for each share of Series A Preferred Stock
and is redeemable, at the Company's option, at $44 per share plus any accrued
and unpaid dividends. Each such share is entitled to one vote and generally
votes together with holders of common stocks as one class.

   The following table details changes in capital accounts:


<TABLE>
<CAPTION>
                                                                                                           Accumulated Other
                                                                                                             Comprehensive
                                                                                              Capital in        Income
                                                                                 Preferred    Excess of  --------------------
                                               Common Stock   Treasury Stock   Stock Series A Par Value    Foreign    Minimum
                                              -------------- ----------------  -------------- ----------  Currency    Pension
                                              Shares Dollars Shares   Dollars  Shares Dollars  Dollars   Translation Liability
                                              ------ ------- -------  -------  ------ -------  -------   ----------- ---------
                                                               (Shares in Thousands and Dollars in Millions)
<S>                                           <C>    <C>     <C>      <C>      <C>    <C>     <C>        <C>         <C>
Balance at January 1, 1999................... 50,556  $50.6  (28,799) $(845.3)   82    $0.1     $897.2      $(3.3)    $(26.9)
   Conversion of RT Class A Common...........     --     --    3,265     95.6    --      --      (33.7)        --         --
   Acquisition of treasury stock.............     --     --     (264)    (5.4)   --      --         --         --         --
   Issued under employee stock plans.........     --     --        6      0.2    --      --       (0.1)        --         --
   Minimum pension liability (net of tax of
    $18.3)...................................     --     --       --       --    --      --         --         --       26.9
   Foreign currency translation..............     --     --       --       --    --      --         --        0.4         --
   Other changes.............................     --     --        9      0.2    --      --       (0.1)        --         --
                                              ------  -----  -------  -------    --    ----     ------      -----     ------
Balance at December 31, 1999................. 50,556   50.6  (25,783)  (754.7)   82     0.1      863.3       (2.9)        --
   Acquisition of treasury stock.............     --     --       (3)    (0.1)   --      --         --         --         --
   Issued under employee stock plans.........     --     --       (2)      --    --      --       (0.1)        --         --
   Conversion of Series A Preferred Stock....     --     --        1      0.1    (1)     --         --         --         --
   Foreign currency translation..............     --     --       --       --    --      --         --       (1.4)        --
   Other changes.............................     --     --        5      0.6    --      --       (0.4)        --         --
                                              ------  -----  -------  -------    --    ----     ------      -----     ------
Balance at December 31, 2000................. 50,556   50.6  (25,782)  (754.1)   81     0.1      862.8       (4.3)        --
   Issued under employee stock plans.........     --     --        5      0.2    --      --       (0.1)        --         --
   Conversion of Series A Preferred Stock....     --     --        1       --    (1)     --         --         --         --
   Foreign currency translation..............     --     --       --       --    --      --         --        2.2         --
   Minimum pension liability (net of tax of
    $29.6 cr.)...............................     --     --       --       --    --      --         --         --      (47.1)
   Other changes.............................     --     --        8      0.3    --      --       (0.2)        --         --
                                              ------  -----  -------  -------    --    ----     ------      -----     ------
Balance at December 31, 2001................. 50,556  $50.6  (25,768) $(753.6)   80    $0.1     $862.5      $(2.1)    $(47.1)
                                              ======  =====  =======  =======    ==    ====     ======      =====     ======
</TABLE>

Note 7:__ Stock Option Plans

   The Company has adopted the disclosure-only provisions of FASB Statement No.
123, "Accounting for Stock-Based Compensation." Accordingly, no compensation
cost has been recognized for the stock option plans. Had compensation cost for
the option plans been determined based on the fair value at the grant date for
awards

                                      32

<PAGE>

in 2001, 2000 and 1999 consistent with the provisions of FASB Statement No.
123, the Company's net income and earnings per share would have been reduced to
the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                       2001             2000          1999
                                      ------           ------         -----
                                  (Dollars in Millions (except per share data))
  <S>                             <C>              <C>            <C>
  Net income (loss)--as reported.     $(60.2)          $(29.9)        $55.7
  Net income (loss)--pro forma...     $(61.9)          $(32.8)        $53.0
  Earnings per share--as reported     $(2.44)          $(1.22)        $2.27
  Earnings per share--pro forma..     $(2.51)          $(1.34)        $2.16
</TABLE>

   The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 2001: dividend yield of 1.00%; expected
volatility of 47.20%; risk-free interest rate of 5.11%; and expected term of
five years.

   In March 1999, after the merger of the Company and RT, the Compensation
Committee of the Board of Directors of the Company authorized the substitution
of Company common stock options for RT common stock options. As the exercise
price of substituted options exceeded the then-current market price of Company
stock and all other terms of the options remained unchanged, there was no
material increase in value to the employees resulting from the substitution and
no material increase in cost to the Company. 1,005,375 of Company stock options
were substituted for 1,648,297 RT stock options. Options substituted retain
their originally granted vesting schedules.

Company Plan

   The 1999 Incentive Stock Plan, approved by stockholders on April 28, 1999,
provides for the issuance, pursuant to options and other awards, of 1.0 million
shares of common stock plus shares available for issuance under the 1995 and
1992 Incentive Stock Plans, to officers and other key employees. As of December
31, 2001, a total of 595,127 shares were available for future grants. Options
remain outstanding and exercisable under the 1995 and 1992 Incentive Stock
Plans; however, no further options may be granted under these plans. Under the
various plans, the per share option exercise price may not be less than 100
percent of the fair market value per share on the date of grant. Generally,
options become exercisable over a three-year period with one-third becoming
fully exercisable at the end of each year. Options expire ten years from the
date of grant. During 2001, options were granted to 13 executive officers under
the 1999 Plan. The following summarizes the status of options under the plans
for the periods indicated:

<TABLE>
<CAPTION>
                                                                                             Weighted
                                                                             Option Exercise Average
                                                                  Number of  Price or Range  Exercise
                                                                   Shares       Per Share     Price
                                                                  ---------  --------------- --------
<S>                                                               <C>        <C>             <C>
Options (granted and unexercised) at December 31, 1998 (1,280,482
  exercisable)................................................... 1,355,482   $18.16-39.75    $28.14
   Granted.......................................................   433,500    16.03-24.81     16.73
   Exercised.....................................................        --             --        --
   Forfeited.....................................................  (171,797)   17.13-39.75     25.77
   Expired.......................................................  (690,524)   21.38-53.49     30.71
   Substituted for RT options.................................... 1,005,375    21.93-53.49     30.87
                                                                  ---------   ------------    ------
Options (granted and unexercised) at December 31, 1999 (1,262,170
  exercisable)................................................... 1,932,036    16.03-48.44     26.29
   Granted.......................................................   450,100    12.13-19.56     19.47
   Exercised.....................................................        --             --        --
   Forfeited.....................................................   (30,919)   17.13-45.42     27.70
   Expired.......................................................  (144,434)   21.38-45.42     32.44
                                                                  ---------   ------------    ------
</TABLE>

                                      33

<PAGE>

<TABLE>
<CAPTION>
                                                                                             Weighted
                                                                             Option Exercise Average
                                                                  Number of  Price or Range  Exercise
                                                                   Shares       Per Share     Price
                                                                  ---------  --------------- --------
<S>                                                               <C>        <C>             <C>
Options (granted and unexercised) at December 31, 2000 (1,402,360
  exercisable)................................................... 2,206,783    12.13-48.44    24.48
   Granted....................................................... 1,045,000           8.88     8.88
   Exercised.....................................................        --             --       --
   Forfeited.....................................................  (187,482)    8.88-41.55    19.44
   Expired.......................................................  (161,817)   17.13-41.55    26.71
                                                                  ---------    -----------    -----
Options (granted and unexercised) at December 31, 2001 (1,505,018
  exercisable)................................................... 2,902,484     8.88-48.44    19.06
                                                                  =========    ===========    =====
</TABLE>
--------
The weighted-average fair value of options granted during 2001 was $3.94.

   The following table summarizes information about fixed-price stock options
outstanding at December 31, 2001:

<TABLE>
<CAPTION>
                                    Options Outstanding               Options Exercisable
                         ------------------------------------------ ------------------------
                                       Weighted-       Weighted-                Weighted-
                         Number of Average Remaining    Average     Number of    Average
Range of Exercise Prices  Shares   Contractual Life  Exercise Price  Shares   Exercise Price
------------------------ --------- ----------------- -------------- --------- --------------
<S>                      <C>       <C>               <C>            <C>       <C>
$25.50 to $34.31........   27,087       1/2 year         $34.15       27,087      $34.15
 26.13 to  35.16........   48,357        1 years          34.72       48,357       34.72
 30.88..................   92,000        2 years          30.88       92,000       30.88
 41.55 to  48.44........   78,886        2 years          42.85       78,886       42.85
 28.50 to  38.35........  122,818        3 years          34.52      122,818       34.52
 24.69 to  33.22........  252,690        4 years          32.64      252,690       32.64
 23.05..................  168,425        5 years          23.05      168,425       23.05
 21.93 to  24.18........  223,870        6 years          21.95      223,870       21.95
 32.07..................   17,080        6 years          32.07       17,080       32.07
 16.03 to  24.81........  468,311        7 years          16.81      338,518       16.91
 19.56..................  404,460        8 years          19.56      133,472       19.56
 12.13..................    5,500        8 years          12.13        1,815       12.13
  8.88..................  993,000        9 years           8.88           --         N/A
</TABLE>

   Stock appreciation rights ("SARs") may also be granted with respect to
shares subject to outstanding options. No SAR has been granted since 1990 under
the Company Plan. However, in 1998, SARs were granted under the Ryerson Tull
1996 Incentive Stock Plan and were substituted by Company SARs after the merger
of the Company and RT. SAR compensation expense recorded by the Company was not
material for any of the last three years.

   The 1999 Plan also provides, as did the 1995 and 1992 Plans, for the
granting of restricted stock and performance awards to officers and other key
employees. During 2001, no performance awards were granted while 3,337 shares
subject to performance awards were forfeited. Also during 2001, 2,995 shares of
restricted stock were issued, no shares of previously granted restricted stock
vested, while 3,500 shares were forfeited. During 2000, performance awards
totaling 56,800 shares were granted, while 3,014 shares subject to performance
awards were forfeited. Also during 2000, 2,440 shares of previously granted
restricted stock vested, while 7,252 shares were forfeited. No new restricted
stock was issued in 2000. During 1999, restricted stock awards totaling 8,500
shares and performance awards totaling 55,000 shares were granted. Also during
1999, 12,964 shares of previously granted restricted stock awards vested while
1,372 shares of restricted stock awards were forfeited, 33,132 shares of
restricted stock were substituted for RT restricted stock, and 2,848 shares
were issued to recipients of performance awards previously granted while 45,413
shares subject to performance awards were forfeited.

   At December 31, 2001, there were 18,600 shares of restricted stock issued,
but not vested, and 8,050 shares from performance awards earned, but not issued
and not vested.

                                      34

<PAGE>

Director Plan

   The Ryerson Tull Directors' 1999 Stock Option Plan (the "Directors' Option
Plan") provides that each person who is a non-employee director as of the close
of each annual meeting, beginning with the 1999 annual meeting, will be awarded
a stock option for shares having a value of $20,000 (based on the Black-Scholes
option pricing model) and an exercise price equal to the fair market value of
the Company's common stock on the date of grant. Individuals who become
non-employee directors other than at an annual meeting are at the time of their
election or appointment as a non-employee director awarded stock options for
shares having a value that is prorated to reflect a partial year's service. The
options awarded under the Directors' Option Plan may not be exercised prior to
the day after the six-month anniversary of the grant date and expire no later
than 10 years after the date of grant. A total of 300,000 shares of the
Company's common stock are reserved for issuance under the Directors' Option
Plan.

   On April 18, 2001, seven directors were granted a total of 31,990 option
shares at an option price of $10.48 per share. Half of the options vested on
October 19, 2001 with the remaining option shares vesting on April 18, 2002. On
April 27, 2000, seven directors were granted a total of 26,180 option shares at
an option price of $12.13. All of the option shares granted in 2000 have vested.

RT Plan

   The Ryerson Tull 1996 Incentive Stock Plan (the "RT Plan") provided for the
issuance, pursuant to options and other awards, of 2.3 million shares of RT
common stock to officers and other key employees. Under this plan, the per
share option exercise price was not less than 100 percent of the fair market
value per share on the date of grant. With the completion of the merger of the
Company and RT on February 25, 1999, no further shares were or will be issued
under the RT Plan. The following summarizes the status of RT options under the
RT Plan for the periods indicated:

<TABLE>
<CAPTION>
                                                                   Option Exercise
                                                       Number of   Price or Range  Weighted Average
                                                        Shares        Per Share     Exercise Price
                                                       ----------  --------------- ----------------
<S>                                                    <C>         <C>             <C>
Options (granted and unexercised) at December 31, 1998
  (920,176 exercisable)...............................  1,653,220  $13.38 - $32.63      $18.83
   Forfeited..........................................     (4,923)  13.38 -  20.26       17.61
   Substituted by Company options..................... (1,648,297)  13.38 -  32.63       18.83
Options at December 31, 1999..........................         --               --          --
</TABLE>

   The RT Plan provided that SARs may be granted with substantially the same
terms as the Company Plan. In 1998, SARs were granted with respect to 90,000
shares payable in cash, except under limited circumstances, at the rate of one
SAR for each share subject to option.

   Upon completion of the merger of the Company and RT, each RT option, SAR and
restricted stock share was substituted by 0.61 share of Company options and
restricted stock. In addition, the exercise price of each option was adjusted
by dividing the pre-merger exercise price per share of each RT option by 0.61.

Note 8:__Stockholder Rights Plan

   Pursuant to a stockholder rights plan, on November 25, 1997, the Company's
Board of Directors declared a dividend distribution, payable to stockholders of
record on December 17, 1997, of one preferred stock purchase right (a "Right")
for each outstanding share of the Company's common stock. The Rights will
expire December 17, 2007. On September 22, 1999, the stockholder rights plan
was amended. Under this amended Plan, the Rights will separate from the common
stock and a distribution will occur upon the earlier of (i) ten days following
an announcement that a person or group has acquired beneficial ownership of 10%
or more of the outstanding common stock or the date a person enters an
agreement providing for certain acquisition transactions or (ii) ten business
days following publication of a tender or exchange offer that would result in
any person or group

                                      35

<PAGE>

beneficially owning 10% or more of the common stock (or a later date as the
Board determines). Any person that publicly announced prior to September 22,
1999 that it holds 10% or more of the outstanding common stock ("Existing 10%
Stockholder") will not cause a distribution to occur unless that person
acquires additional common stock resulting in ownership of 15% or more.

   In the event that any person or group acquires 10% or more of the
outstanding shares of common stock (15% in the case of an Existing 10%
Stockholder), each Right will entitle the holder, other than such acquiring
person or group, to purchase that number of shares of common stock of the
Company having a market value of twice the exercise price of the Right. At any
time thereafter if the Company consummates certain business combination
transactions or sells substantially all of its assets, each Right will entitle
the holder, other than the person or group acquiring 10% or more of the
outstanding shares of common stock, to purchase that number of shares of the
surviving company stock which at the time of the transaction would have a
market value of twice the exercise price of the Right. The preceding sentences
will not apply to (i) persons who acquire common stock pursuant to an offer for
all outstanding shares of common stock which the independent directors
determine to be fair to and otherwise in the best interest of the Company and
its stockholders after receiving advice from one or more investment banking
firms and (ii) certain persons owning less than 15% of the outstanding common
stock (20% of the outstanding common stock in the case of an Existing 10%
Stockholder) who report their ownership on Schedule 13G under the Securities
Exchange Act of 1934 or on Schedule 13D under the Exchange Act, provided that
they do not state any intention to or reserve the right to control or influence
the Company and such persons certify that they acquired their shares
inadvertently and will not acquire any additional shares of common stock.

   The Rights will not have voting rights and, subject to certain exceptions,
will be redeemable at the option of the Company at a price of one cent per
Right (subject to adjustments) at any time prior to the close of business on
the fifteenth day following public announcement that a person or group has
acquired beneficial ownership of 10% or more of the outstanding common stock or
the date a person enters an agreement providing for certain acquisition
transactions. Any Rights held by a person triggering a distribution date will
become null and void. The Board may exchange all or part of the Rights, except
for those acquired by the person or group acquiring 10% or more of the
outstanding shares of common stock, for shares of common or preferred stock of
the Company. Until a Right is exercised, the holder will have no rights as a
stockholder. While the distribution of the Rights will not be taxable to
stockholders or the Company, stockholders may recognize taxable income if the
rights become exercisable.

Note 9:__Derivatives and Fair Value of Financial Instruments

   The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value.

Derivatives

   The Company has no involvement with derivative financial instruments and
does not use them for speculative or trading purposes.

Cash and Cash Equivalents

   The carrying amount of cash equivalents approximates fair value because of
the short maturity of those instruments.

Long-Term Debt

   The estimated fair value of the Company's 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 $105 million at December 31, 2001 and $252 million at
December 31, 2000, as compared with the carrying value of $101 million and $243
million at year-end 2001 and 2000, respectively.

                                      36

<PAGE>

Note 10:__Retirement Benefits

   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, RT froze the benefits accrued under its defined
benefit pension plan for certain salaried employees, and instituted a defined
contribution plan (the "Ryerson Tull Savings Plan"). Effective March 31, 2000,
benefits for certain salaried employees of J. M. Tull Metals Company and AFCO
Metals under the Ryerson Tull Pension Plan were similarly frozen, with the
employees becoming participants in the Ryerson Tull Savings Plan. Salaried
employees vested in their benefits accrued under the defined benefit plan at
December 31, 1997, and March 31, 2000, respectively, are entitled to those
benefits upon retirement. Certain transition rules have been established for
those salaried employees meeting specified age and service requirements. For
2001, 2000 and 1999, expense recognized for such defined contribution plan was
$6.5 million, $6.5 million and $5.3 million, respectively.

   The Company has other deferred employee benefit plans, including a
supplemental pension plan, the liability for which totaled $5.8 million at
year-end 2001 and $8.1 million at year-end 2000.

   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 assumptions used to determine the information below related to pension
benefits and other postretirement benefits, primarily retired health care, were
as follows:

<TABLE>
<CAPTION>
                                                              2001  2000
                                                              ----  ----
      <S>                                                     <C>   <C>
      Discount rate for calculating obligations.............. 7.50% 8.00%
      Discount rate for calculating net periodic benefit cost 8.00  7.75
      Expected rate of return on plan assets................. 9.50  9.50
      Rate of compensation increase.......................... 4.00  4.00
</TABLE>

                                      37

<PAGE>

   The data in the following tables pertain to continuing operations only.

<TABLE>
<CAPTION>
                                                      Year ended September 30
                                                     -------------------------
                                                       Pension
                                                      Benefits   Other Benefits
  -                                                  ----------  -------------
                                                     2001  2000   2001   2000
                                                     ----  ----  -----   -----
                                                       (Dollars in millions)
  <S>                                                <C>   <C>   <C>     <C>
  Change in Benefit Obligation
     Benefit obligation at beginning of year........ $330  $315  $ 133   $ 106
     Service cost...................................    4     5      2       2
     Interest cost..................................   25    23     10       8
     Plan amendments................................    2     2     --      (1)
     Actuarial loss.................................   20    12     25      25
     Company restructuring..........................    3     1      1       1
     Curtailment....................................   --    (4)    --      --
     Benefits paid..................................  (25)  (24)    (9)     (8)
                                                     ----  ----  -----   -----
  Benefit obligation at end of year................. $359  $330  $ 162   $ 133
                                                     ----  ----  -----   -----
  Accumulated benefit obligation at end of year..... $357  $328    N/A     N/A
                                                     ====  ====  =====   =====
  Change in Plan Assets
     Plan assets at fair value at beginning of year. $368  $325     --      --
     Actual return on plan assets...................  (49)   67     --      --
     Benefits paid..................................  (25)  (24)    --      --
                                                     ----  ----  -----   -----
  Plan assets at fair value at end of year.......... $294  $368     --      --
                                                     ====  ====  =====   =====
  Reconciliation of Prepaid (Accrued)
    and Total Amount Recognized
     Funded status.................................. $(65) $ 38  $(162)  $(133)
     Unrecognized net (gain)/loss...................   79   (21)    30       5
     Unrecognized prior service cost................    8     7    (15)    (17)
                                                     ----  ----  -----   -----
     Prepaid (accrued) benefit cost at September 30.   22    24   (147)   (145)
     Change in account, October-December............   --    --      2       2
                                                     ----  ----  -----   -----
  Net amount recognized at December 31.............. $ 22  $ 24  $(145)  $(143)
                                                     ====  ====  =====   =====
  Amounts recognized in statement of
    financial position consist of:
     Prepaid (accrued) benefit cost................. $ --  $ 24  $(145)  $(143)
     Accrued benefit liability......................  (63)   --     --      --
     Intangible asset...............................    8    --     --      --
     Accumulated other comprehensive income.........   77    --     --      --
                                                     ----  ----  -----   -----
     Net amount recognized.......................... $ 22  $ 24  $(145)  $(143)
                                                     ====  ====  =====   =====
</TABLE>

   For measurement purposes, the annual rate of increase in the per capita cost
of covered health care benefits was 4.5 percent in 2001 and 7 percent in 2002,
grading down to 5 percent in 2006, the level at which it is expected to remain.

                                      38

<PAGE>

<TABLE>
<CAPTION>
                                              Pension Benefits Other Benefits
                                              ---------------  -------------
                                               2001      2000   2001    2000
                                              ----      ----   ----     ----
                                                   (Dollars in millions)
      <S>                                     <C>       <C>    <C>      <C>
      Components of net periodic benefit cost
         Service cost........................ $  4      $  5   $  2     $  2
         Interest cost.......................   25        23     10        8
         Expected return on assets...........  (31)      (30)    --       --
         Amortization of prior service cost..    1         1     (2)      (2)
         Recognized actuarial (gain)/loss....   --        --     --       (1)
                                               ----      ----   ----    ----
         Net periodic benefit cost........... $ (1)     $ (1)  $ 10     $  7
                                               ====      ====   ====    ====
</TABLE>

   The assumed health care cost trend rate has an effect on the amounts
reported for the health care plans. A one-percentage-point change in the
assumed health care cost trend rate would have the following effects:

<TABLE>
<CAPTION>
                                                       1%           1%
                                                    increase     decrease
                                                    --------     --------
                                                    (Dollars in Thousands)
        <S>                                         <C>          <C>
        Effect on service cost plus interest cost..  $  449      $  (359)
        Effect on postretirement benefit obligation   6,019       (4,815)
</TABLE>

Note 11: Restructuring Charge

   In the fourth quarter of 2001, the Company recorded a restructuring charge
of $19.4 million as a result of workforce reductions and plant consolidation.
As part of the restructuring, certain facilities in Detroit and Holland,
Michigan will be closed and the Company plans to consolidate two facilities
into one location in Chicago. Included in the charge is severance for 178
employees. As of December 31, 2001, 56 employees have been separated from the
Company as a result of the restructuring initiative. Details of the
restructuring charge are as follows:

<TABLE>
<CAPTION>
                                    Restructuring             Balance at
                                       Charge     Utilized December 31, 2001
                                    ------------- -------- -----------------
                                                 (In millions)
    <S>                             <C>           <C>      <C>
    Write-down of long-lived assets     $10.3      $10.3         $--
    Employee costs.................       6.4        4.1          2.3
    Tenancy costs and other........       2.7         --          2.7
                                        -----      -----         ----
                                        $19.4      $14.4         $5.0
                                        =====      =====         ====
</TABLE>

   It is expected that the restructuring actions will be completed by year-end
2002. In preparation for the Company's planned disposition of one property, the
Company has initiated environmental studies to determine the extent of any
remediation that may be required. The result of the study and its potential
impact on the Company's financial position is not yet unknown or estimable.

   During 2000, the Company recorded restructuring and plant closure costs of
$27.8 million, $23.3 million of which related to a restructuring charge taken
in the second quarter. The charge was the result of realigning geographic
divisions to improve responsiveness to local markets, exiting non-core
businesses and centralizing administrative services to achieve economies of
scale. Included in the charge was severance for 319 employees. There are no
employees remaining to be separated from the Company as a result of the
restructuring initiative. The balance related to employee costs at December 31,
2001 will be paid through mid-2002 pursuant to severance agreements with
certain former employees. The balance related to tenancy costs will be paid
through 2008. Details of the restructuring charge are as follows:

<TABLE>
<CAPTION>
                                                              Balance at
                                      Restructuring          December 31,
                                         Charge     Utilized     2001
      -                               ------------- -------- ------------
                                                 (In millions)
      <S>                             <C>           <C>      <C>
      Write-down of long-lived assets     $ 9.3      $ 9.3      $  --
      Employee costs.................       7.4        7.3        0.1
      Tenancy costs and other........       6.6        2.0        4.6
                                          -----      -----      -----
                                          $23.3      $18.6      $ 4.7
</TABLE>

                                      39

<PAGE>

   The restructuring actions were completed by December 31, 2000.

Note 12:__Income Taxes

   The elements of the provisions for income taxes related to continuing
operations for each of the three years indicated below were as follows:

<TABLE>
<CAPTION>
                                            Years Ended December 31
               -                            -----------------------
                                             2001      2000   1999
               -                            ------    ------  -----
                                             (Dollars in Millions)
               <S>                          <C>       <C>     <C>
               Current income taxes:
                Federal.................... $ (1.8)   $  3.7  $14.0
                State and foreign..........   (0.1)      1.4    6.3
                                            ------    ------  -----
                                              (1.9)      5.1   20.3
               Deferred income taxes.......  (37.7)    (13.5)  14.5
                                            ------    ------  -----
                Total tax expense (benefit) $(39.6)   $ (8.4) $34.8
                                            ======    ======  =====
</TABLE>

   The components of the deferred income tax assets and liabilities arising
under FASB Statement No. 109 were as follows:

<TABLE>
<CAPTION>
                                                                                   December 31
                                                                              --------------------
                                                                                 2001       2000
-                                                                                ----       ----
                                                                              (Dollars in Millions)
<S>                                                                           <C>         <C>
Deferred tax assets (excluding post-retirement benefits other than pensions):
   Net operating loss and tax credit carryforwards...........................   $ 72         $29
   Bad debt allowances.......................................................      2           9
   Pension liability.........................................................     22           7
   Other deductible temporary differences....................................     21          18
   Less valuation allowances.................................................     --          (1)
                                                                                ----         ---
                                                                                 117          62
                                                                                ====         ===
Deferred tax liabilities:
   Fixed asset basis difference..............................................     45          41
   Inventory basis difference................................................     26         ---
   Other taxable temporary differences.......................................     --           9
                                                                                ----         ---
                                                                                  71          50
                                                                                ====         ===
Net deferred asset (excluding post-retirement benefits other than pensions)..     46          12
FASB Statement No. 106 impact (post-retirement benefits other than pensions).     59          57
                                                                                ----         ---
Net deferred tax asset.......................................................   $105         $69
                                                                                ====         ===
</TABLE>

   The Company will be required to generate approximately $18 million of future
taxable income to fully utilize the $6 million NOL carryforward asset related
to federal income tax purposes at December 31, 2001, which expires in 2021. The
Company will also be required to generate approximately $190 million of pretax
income to fully utilize the $9 million NOL carryforward asset available for
state income tax purposes which expires between 2010 and 2021. In addition to
income generated by future profitable operations, these deferred tax assets
will be partially offset by existing deferred tax liabilities within the
carryforward period. The Company believes that it is more likely than not that
this net deferred tax asset will be realized prior to its expiration.

   In addition to the NOL carryforward tax assets, in conjunction with the
Alternative Minimum Tax ("AMT") rules, the Company had available at December
31, 2001, AMT credit carryforwards of approximately $54

                                      40

<PAGE>

million, which may be used indefinitely to reduce regular federal income taxes.
The Company also had other general business credit carryforwards for tax
purposes of approximately $3 million, which expire during the years 2003
through 2010. The Company believes that it is more likely than not that all of
its tax credits will be realized.

   Subsequent to the adoption of FASB Statement No. 109, the Company adopted
FASB Statement No. 106 and recognized the entire transition obligation at
January 1, 1992, as a cumulative effect charge in 1992. At December 31, 2001,
the deferred tax asset related to the Company's FASB Statement No. 106
obligation was $59 million. To the extent that future annual charges under FASB
Statement No. 106 continue to exceed deductible amounts, this deferred tax
asset will continue to grow. Thereafter, even if the Company should have a tax
loss in any year in which the deductible amount would exceed the financial
statement expense, the tax law provides for a 20-year carryforward period of
that loss. Because of the extremely long period that is available to realize
these future tax benefits, a valuation allowance for this deferred tax asset is
not necessary.

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

<TABLE>
<CAPTION>
                                                                 Years ended December 31
                                                                 -----------------------
                                                                  2001      2000   1999
-                                                                ------    ------  -----
                                                                  (Dollars in millions)
<S>                                                              <C>       <C>     <C>
Federal income tax expense computed at statutory tax rate of 35% $(34.9)   $(11.7) $25.9
Additional taxes or credits from:
 State and local income taxes, net of federal income tax effect.   (4.0)     (0.3)   3.8
 Non-deductible expenses........................................    2.9       4.9    3.0
 Capital loss carryback.........................................   (2.3)       --     --
 Foreign losses not includable in federal taxable income........    0.6       1.5    1.3
 Canadian taxes.................................................   (0.5)      0.2    0.4
 Change in estimate.............................................   (1.0)     (3.0)    --
All other, net..................................................   (0.4)       --    0.4
                                                                 ------    ------  -----
       Total income tax provision (benefit)..................... $(39.6)   $ (8.4) $34.8
                                                                 ======    ======  =====
</TABLE>

Note 13:__Acquisitions

   During 1999, the Company acquired Washington Specialty Metals Corporation
for approximately $66 million in cash. The acquisition has been accounted for
by the purchase method of accounting and the purchase price has been allocated
to assets acquired and liabilities assumed. Results of operations since the
acquisition are included in the consolidated results. The pro forma effect for
1999 had this acquisition occurred at the beginning of the year is not material.

                                      41

<PAGE>

Note 14:__ Earnings Per Share

<TABLE>
<CAPTION>
                                                                               2001        2000      1999
                                                                              ------      ------    -----
Basic earnings (loss) per share                                             (Dollars and Shares in Millions
-------------------------------                                                (except per share data))
<S>                                                                         <C>          <C>       <C>
Income (loss) from continuing operations before discontinued operations and
  extraordinary items...................................................... $(60.2)      $(25.1)   $38.4
Less preferred stock dividends.............................................    0.2          0.2      0.2
                                                                              ------      ------    -----
Income (loss) from continuing operations available to common stockholders..  (60.4)       (25.3)    38.2
Gain (loss) on sale of discontinued operations.............................     --         (4.8)    17.3
                                                                              ------      ------    -----
Net income (loss) available to common stockholders......................... $(60.4)      $(30.1)   $55.5
                                                                              ======      ======    =====
Average shares of common stock outstanding.................................   24.8         24.8     24.4
                                                                              ======      ======    =====
Basic earnings (loss) per share
 From continuing operations................................................ $(2.44)      $(1.03)   $1.56
 Gain (loss) on sale of discontinued operations............................     --        (0.19)    0.71
                                                                              ------      ------    -----
Basic earnings (loss) per share............................................ $(2.44)      $(1.22)   $2.27
                                                                              ======      ======    =====
</TABLE>

<TABLE>
<CAPTION>
                                                                              2001        2000      1999
                                                                             ------      ------    -----
Diluted earnings (loss) per share                                          (Dollars and Shares in Millions
---------------------------------                                             (except per share data))
<S>                                                                        <C>          <C>       <C>
Income (loss) from continuing operations available to common stockholders. $(60.4)      $(25.3)   $38.2
Gain (loss) on sale of discontinued operations............................     --         (4.8)    17.3
                                                                             ------      ------    -----
Net income (loss) available to common stockholders and assumed conversions $(60.4)      $(30.1)   $55.5
                                                                             ======      ======    =====
Average shares of common stock outstanding................................   24.8         24.8     24.4
Dilutive effect of stock options..........................................    0.3           --      0.2
                                                                             ------      ------    -----
Shares outstanding for diluted earnings per share calculation.............   25.1         24.8     24.6
                                                                             ======      ======    =====
Diluted earnings (loss) per share
 From continuing operations............................................... $(2.44)      $(1.03)   $1.56
 Gain (loss) on sale of discontinued operations...........................     --        (0.19)    0.70
                                                                             ------      ------    -----
Diluted earnings (loss) per share......................................... $(2.44)      $(1.22)   $2.26
                                                                             ======      ======    =====
</TABLE>

Note 15:__ Commitments and Contingencies

ISC/Ispat Transaction

   Pursuant to the ISC/Ispat Merger Agreement, the Company agreed to indemnify
Ispat for losses, if they should arise, exceeding certain minimum amounts in
connection with breaches of representations and warranties contained in the
ISC/Ispat Merger Agreement and for expenditures and losses, if they should
arise, relating to certain environmental liabilities exceeding, in most
instances, minimum amounts. The maximum liability for which the Company can be
responsible with respect to such obligations is $90 million in the aggregate.
There are also certain other covenant commitments made by the Company contained
in the ISC/Ispat Merger Agreement which are not subject to a maximum amount. In
general, Ispat must have made indemnification claims with respect to breaches
of representations and warranties prior to March 31, 2000; however, claims
relating to breaches of representations and warranties related to tax matters
and certain organizational matters must be made within 90 days after the
expiration of the applicable statute of limitations, and claims with respect to
breaches of representations and warranties related to environmental matters
must be made prior to July 16, 2003.

   By letter dated May 11, 1999, Ispat advised the Company of its involvement
in a civil lawsuit and federal criminal grand jury proceeding in Louisiana and
notified the Company of its intention to seek indemnification from the Company
in connection with the Louisiana proceedings. In letters dated March 31, 2000,
Ispat notified the Company that Ispat was asserting claims against the Company
under the Merger Agreement related to certain pension liabilities, insurance
premiums, property taxes, environmental matters, intellectual property and the
Louisiana proceedings. In January 2001, Ispat settled the Louisiana proceedings
for $15 million. Ispat made a

                                      42

<PAGE>

demand on the Company for indemnification of that settlement amount. On May 29,
2001, the Company entered into a settlement agreement with Ispat and settled
the claims, excluding environmental matters, for which Ispat may make claims
until July 2003. The Company paid $7.5 million to Ispat and the parties
released certain claims each had against the other. The Company had recorded a
$7.5 million pretax charge in 2000 for the potential exposure related to the
Louisiana proceedings and therefore there was no impact of the settlement on
fiscal 2001 results.

   The Company has purchased environmental insurance with coverage up to $90
million covering certain environmental matters payable directly to Ispat and
ISC. Ispat has notified the Company of certain environmental matters and of
certain environmental expenses that Ispat has incurred. Based on the current
status of these matters, the Company is unable to determine whether any such
environmental matters and expenses will result in indemnification payments to
Ispat.

   As part of the ISC/Ispat Transaction, the Inland Steel Industries Pension
Plan (the "ISC Pension Plan"), in which employees of both ISC and the Company
participated, was transferred to ISC. The Company's remaining employees that
formerly had participated in the ISC Pension Plan became participants in
Ryerson Tull's pension plan. The ISC Pension Plan has unfunded benefit
liabilities on a termination basis, as determined by the Pension Benefit
Guaranty Corporation ("PBGC"), an agency of the U.S. government. As a condition
to completing the ISC/Ispat Transaction, Ispat, ISC, RT and the Company entered
into an agreement with the PBGC to provide certain financial commitments to
reduce the underfunding of the ISC Pension Plan and to secure ISC Pension Plan
unfunded benefit liabilities on a termination basis. These requirements include
a RT guaranty of $50 million, for five years, of the obligations of Ispat and
ISC to the PBGC in the event of a distress or involuntary termination of the
ISC Pension Plan. In July 2001, the Company provided a $50 million letter of
credit to the PBGC. The guaranty is included in the $90 million limit on the
Company's indemnification obligations.

Bankrupt Coil Converter

   In 2000, the Company fully reserved for a $16.2 million receivable due from
a west central Indiana coil converter which filed for bankruptcy. In 2001, the
Company wrote off the $16.2 million receivable.

Mexico

   In March 2000, the Company and Altos Hornos de Mexico, S.A. de C.V.
("AHMSA") entered into an agreement to sell the Company's 50 percent interest
in their joint venture, Ryerson de Mexico, to AHMSA for $15 million, with
payment due in July 2000. Upon finalizing the terms of payment for the sale,
the Company exchanged its ownership in the joint venture for inventory and the
joint venture's Guadalajara facility. Through December 31, 2001, the Company
has received $8.4 million from the sale of a portion of the inventory. The cash
received is accounted for as cash inflow from operating activities. On December
27, 2001, the Company sold its subsidiary, Ryerson Industries de Mexico, S.A.
de C.V. to Grupo Collado, S.A. de C.V. As a result of the above transactions,
the Company recorded a $3.3 million loss on the sale of its Mexican interests.

IMF Steel International, Inc.

   During the third quarter of 2001, the Company and The MacSteel Group
dissolved their joint venture, IMF Steel International, Inc. As a result of the
dissolution, the Company received $2.9 million, which is accounted for as a
cash inflow from investing activities. This transaction had no impact on the
net earnings for the period.

MetalSite, Inc.

   During the second quarter of 2001, the Company recorded a $1.0 million
charge to write-off its investment in MetalSite, Inc., which was an Internet
steel marketplace that halted commercial operations in the second quarter.

                                      43

<PAGE>

Lease Obligations & Other

   The Company has noncancellable operating leases for which future minimum
rental commitments are estimated to total $57.9 million, including
approximately $14.5 million in 2002, $11.7 million in 2003, $9.9 million in
2004, $4.6 million in 2005, $4.0 million in 2006 and $13.2 million thereafter.

   Rental expense under operating leases totaled $19.3 million in 2001, $19.7
million in 2000 and $20.2 million in 1999.

   There are various claims and pending actions against the Company other than
those related to the ISC/Ispat Transaction. The amount of liability, if any,
for those claims and actions at December 31, 2001 is not determinable but, in
the opinion of management, such liability, if any, will not have a materially
adverse effect on the Company's financial position or results of operations.

Note 16:__Subsequent Event

   The Company has completed its assessment of the impact of FAS 142, Goodwill
and Other Intangible Assets, which came into effect on January 1, 2002. As a
result, the Company will record a non-cash charge of $91.1 million, or $82.2
million after tax, to write off the entire goodwill amount as of January 1,
2002 as a cumulative effect of change in accounting principle in the first
quarter of 2002. The write-down is largely dictated by the fact the Company's
market value is less than its book value. The adoption of the new accounting
rule will reduce annual amortization expense by approximately $5 million.

                                      44

<PAGE>

                  RYERSON TULL, INC. AND SUBSIDIARY COMPANIES

                SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
             For the Years Ended December 31, 2001, 2000 and 1999
                             (Dollars in Millions)

<TABLE>
<CAPTION>
                                        Provisions for Allowances
        -                        ---------------------------------------
                                 Balance at Additions Deductions Balance
                                 Beginning   Charged     from    at End
        Years Ended December 31,  of Year   to Income  Reserves  of Year
        ------------------------ ---------- --------- ---------- -------
        <S>                      <C>        <C>       <C>        <C>
                  2001..........   $24.5      $ 7.3   $(20.2)(A)  $10.7
                                                        (0.9)(B)
                  2000..........   $ 7.2      $19.8   $ (2.5)(A)  $24.5
                  1999..........   $ 6.9      $ 4.2   $ (3.4)(A)  $ 7.2
                                                        (0.5)(B)
</TABLE>

   NOTES:

   (A) Bad debts written off during the year
   (B) Allowances granted during the year

                                      45

<PAGE>

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

   None.

                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

   The information called for by this Item 10 with respect to directors of
Ryerson Tull is set forth under the caption "Election of Directors" in Ryerson
Tull's definitive Proxy Statement which will be furnished to stockholders in
connection with the Annual Meeting of Stockholders to be held on May 8, 2002,
and is hereby incorporated by reference herein. The information called for with
respect to executive officers of Ryerson Tull is included in Part I of this
Annual Report on Form 10-K under the caption "Executive Officers of Registrant."

ITEM 11.  EXECUTIVE COMPENSATION.

   The information called for by this Item 11 is set forth under the caption
"Executive Compensation" in Ryerson Tull's definitive Proxy Statement which
will be furnished to stockholders in connection with the Annual Meeting of
Stockholders to be held on May 8, 2002, and is hereby incorporated by reference
herein.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

   (a) The information called for by this Item 12 with respect to security
ownership of more than five percent of Ryerson Tull's common stock is set forth
under the caption "Additional Information Relating to Voting Securities" in
Ryerson Tull's definitive Proxy Statement which will be furnished to
stockholders in connection with the Annual Meeting of Stockholders scheduled to
be held on May 8, 2002, and is hereby incorporated by reference herein.

   (b) The information called for by this Item 12 with respect to the security
ownership of directors and of management is set forth under the caption
"Security Ownership of Directors and Management" in Ryerson Tull's definitive
Proxy Statement, which will be furnished to stockholders in connection with the
Annual Meeting of Stockholders to be held on May 8, 2002, and is hereby
incorporated by reference herein.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

   None.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

   (a) Documents Filed as a Part of This Report.

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

   (b) Reports on Form 8-K.

   None.

                                      46

<PAGE>

                                  SIGNATURES

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

                                               RYERSON TULL, INC

                                               By:     /S/  NEIL S. NOVICH
                                                   -----------------------------
                                                          Neil S. Novich
                                                        Chairman, President
                                                    and Chief Executive Officer

Date: March 19, 2002

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

<TABLE>
<CAPTION>
          Signature                    Title                                     Date
          ---------                    -----                                     ----
<S>                           <C>                            <C>           <C>

     /S/  NEIL S. NOVICH      Chairman, President and                       March 19, 2002
-------------------------       Chief Executive
       Neil S. Novich           Officer and Director
                                (Principal Executive
                                Officer)

      /S/  JAY M. GRATZ       Executive Vice                                March 19, 2002
-------------------------       President and Chief
        Jay M. Gratz            Financial Officer
                                (Principal Financial
                                Officer)

      /S/  LILY L. MAY        Controller (Principal                         March 19, 2002
-------------------------       Accounting Officer)
         Lily L. May

      JAMESON A. BAXTER       Director                       )
                                                             )
                                                             )
                                                             )
                                                             )
                                                             )
      RICHARD G. CLINE        Director                       )
                                                             )
     GARY L. CRITTENDEN       Director                       )
                                                             )
     JAMES A. HENDERSON       Director                       )             /S/  JAY M. GRATZ
                                                             )             By:
                                                             )             -----------------
    GREGORY P. JOSEFOWICZ     Director                       )               Jay M. Gratz
                                                             )             Attorney-in-fact
      JERRY K. PEARLMAN       Director                       )              March 19, 2002
                                                             )
     RONALD L. THOMPSON       Director                       ) )
</TABLE>

                                      47

<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                                               Description
------                                               -----------
<C>     <S>
   3.1  Copy of Certificate of Incorporation, as amended, of Ryerson Tull. (Filed as Exhibit 3.(I) to the
        Company's Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-9117),
        and incorporated by reference herein.)
   3.2  By-Laws, as amended. (Filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
        year ended December 31, 1999 (File No. 1-9117), and incorporated by reference herein.)
   4.1  Certificate of Designations, Preferences and Rights of Series A $2.40 Cumulative Convertible
        Preferred Stock of Ryerson Tull. (Filed as part of Exhibit B to the definitive Proxy Statement of
        Inland Steel Company dated March 21, 1986 that was furnished to stockholders in connection with
        the annual meeting held April 23, 1986 (File No. 1-2438), and incorporated by reference herein.)
   4.2  Certificate of Designation, Preferences and Rights of Series D Junior Participating Preferred Stock of
        Ryerson Tull. (Filed as Exhibit 4-D to the Company's Annual Report on Form 10-K for the fiscal
        year ended December 31, 1987 (File No. 1-9117), and incorporated by reference herein.)
   4.3  Rights Agreement, dated as of November 25, 1997, as amended and restated as of September 22,
        1999, between Ryerson Tull and Harris Trust and Savings Bank, as Rights Agent. (Filed as Exhibit
        4.1 to the Company's amended Registration Statement on Form 8-A/A-2 filed on October 6, 1999
        (File No. 1-9117), and incorporated by reference herein.)
   4.4  Indenture, dated as of July 1, 1996, between Pre-merger Ryerson Tull and The Bank of New York.
        (Filed as Exhibit 4.1 to Pre-merger Ryerson Tull's Quarterly Report on Form 10-Q for the quarter
        ended June 30, 1996 (File No. 1-11767), and incorporated by reference herein.)
   4.5  First Supplemental Indenture, dated as of February 25, 1999, between Ryerson Tull and The Bank of
        New York. (Filed as Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended
        December 31, 1998 (File No. 1-9117), and incorporated by reference herein.)
   4.6  Specimen of 9 1/8% Notes due July 15, 2006. (Filed as Exhibit 4.7 to the Company's Annual Report
        on Form 10-K for the year ended December 31, 1998 (File No. 1-9117), and incorporated by
        reference herein.)
        [The registrant hereby agrees to provide a copy of any other agreement relating to long-term debt at
        the request of the Commission.]
 10.1*  Ryerson Tull Annual Incentive Plan, as amended........................................................
 10.2*  Ryerson Tull 1999 Incentive Stock Plan, as amended....................................................
 10.3*  Ryerson Tull 1996 Incentive Stock Plan, as amended. (Filed as Exhibit 10.14 to Pre-merger Ryerson
        Tull Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-11767), and
        incorporated by reference herein.)
 10.4*  Ryerson Tull 1995 Incentive Stock Plan, as amended. (Filed as Exhibit 10.E to the Company's
        Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-9117), and
        incorporated by reference herein.)
 10.5*  Ryerson Tull 1992 Incentive Stock Plan, as amended. (Filed as Exhibit 10.C to the Company's
        Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 1-9117), and
        incorporated by reference herein.)
 10.6*  Ryerson Tull Supplemental Retirement Plan for Covered Employees, as amended...........................
 10.7*  Ryerson Tull Nonqualified Savings Plan, as amended....................................................
 10.8*  Outside Directors Accident Insurance Policy, with endorsement (Filed as Exhibit 10.8 to the
        Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (File No. 1-
        9117), and incorporated by reference herein.)
</TABLE>
--------
* Management contract or compensatory plan or arrangement required to be filed
  as an exhibit to the Company's Annual Report on Form 10-K.

                                      48

<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number                                             Description
------                                             -----------
<C>     <S>
 10.9*  Ryerson Tull Directors' 1999 Stock Option Plan. (Filed as Exhibit 10.19 to the Company's Annual
        Report on Form 10-K for the year ended December 31, 1998 (File No. 1-9117), and incorporated by
        reference herein.)

 10.10* Ryerson Tull Directors' Compensation Plan, as amended. (Filed as Exhibit 10.10 to the Company's
        Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-9117), and
        incorporated by reference herein.)

 10.11* Form of Severance Agreement, dated January 28, 1998, between the Company and each of the four
        executive officers of the Company identified on the exhibit relating to terms and conditions of
        termination of employment following a change in control of the Company. (Filed as Exhibit 10.R to
        the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No.
        1-9117), and incorporated by reference herein.)

 10.12* Amendment dated November 6, 1998 to the Severance Agreement dated January 28, 1998 referred to
        in Exhibit 10.11 above between the Company and Jay M. Gratz. (Filed as Exhibit 10.23 to the
        Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-9117),
        and incorporated by reference herein.)

 10.13* Amendment dated June 30, 2000 to the Severance Agreement dated January 28, 1998 referred to in
        Exhibit 10.11 between the Company and Jay M. Gratz. (Filed as Exhibit 10.14 to the Company's
        Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (File No. 1-9117), and
        incorporated by reference herein.)

 10.14* Form of Change in Control Agreement between the Company and the parties listed on the schedule
        thereto. (Filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended
        December 31, 1998 (File No. 1-9117), and incorporated by reference herein.)

 10.15* Form of Change in Control Agreement between the Company and the party listed on the schedule
        thereto. (Filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended
        December 31, 1998 (File No. 1-9117), and is incorporated by reference herein.)

 10.16* Schedule to Change in Control Agreement as referred to in Exhibit 10.15 (Filed as Exhibit 10.18 to
        the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (File No. 1-
        9117), and incorporated by reference herein.)

 10.17* Employment Agreement dated September 1, 1999 between the Company and Jay M. Gratz. (Filed as
        Exhibit 10.22 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
        1999 (File No. 1-9117), and incorporated by reference herein.)

 10.18* Employment Agreement dated September 1, 1999 between the Company and Gary J. Niederpruem.
        (Filed as Exhibit 10.23 to the Company's Quarterly Report on Form 10-Q for the quarter ended
        September 30, 1999 (File No. 1-9117), and incorporated by reference herein.)

 10.19* Employment Agreement dated December 1, 1999 between the Company and Neil S. Novich. (Filed
        as Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31,
        1999 (File No. 1-9117), and incorporated by reference herein.)

 10.20* Confidentiality and Non-Competition Agreement dated July 1, 1999 between the Company and
        Stephen E. Makarewicz. (Filed as Exhibit 10.24 to the Company's Quarterly Report on Form 10-Q
        for the quarter ended September 30, 1999 (File No. 1-9117), and incorporated by reference herein.)

 10.21* Employment Agreement dated as of May 29, 2000 between the Company and Thomas S. Cygan.
        (Filed as Exhibit 10.25 to the Company's Quarterly Report on Form 10-Q for the quarter ended June
        30, 2000 (File No. 1-9117), and incorporated by reference herein.)
</TABLE>
--------
* Management contract or compensatory plan or arrangement required to be filed
  as an exhibit to the Company's Annual Report on Form 10-K.

                                      49

<PAGE>

<TABLE>
<CAPTION>
            Exhibit
            Number                    Description
            ------                    -----------
            <C>     <S>
              21    List of Certain Subsidiaries of the Registrant.

              23    Consent of Independent Accountants.............

              24    Powers of Attorney.............................
</TABLE>

Pursuant to the requirements of Regulation 14a-3(b)(10), the Company will
furnish any exhibit listed above upon the payment of $10.00, upon written
request, accompanied by such payment, to:

Corporate Secretary
Ryerson Tull, Inc.
2621 West 15/th Place /
Chicago, Illinois 60608

                                      50