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Table of Contents

2004

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

RYERSON TULL, INC.

(Exact name of registrant as specified in its charter)

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

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

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x    No ¨ .

The aggregate market value of the voting stock of the registrant held by nonaffiliates of the registrant was approximately $396,213,000 as of June 30, 2004.(1)

The number of shares of Common Stock ($1.00 par value) of the registrant outstanding as of March 7, 2005 was 25,096,314.

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 April 20, 2005.

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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 and Analysis 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 sales programs; the Company’s ability to lower costs and expenses; ability to maintain or increase gross margin; industry, vendor 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; risks associated with negotiating, consummating and integrating acquisitions, especially relating to the Integris acquisition; 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.

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Note Regarding Forward-Looking Statements

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PART I

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 until January 4, 2005 was comprised of Ryerson and Tull, leading metals distribution and materials processing organizations.

On July 30, 2004, Ryerson acquired J & F Steel, LLC from Arbed Americas, LLC for approximately $59.1 million, including the assumption of $13.5 million of debt. As a result of the acquisition of J & F Steel, the Company acquired four carbon steel flat rolled processing facilities and related equipment located in Burns Harbor, Indiana; Memphis, Tennessee; Middletown, Ohio; and Jenison, Michigan.

On January 4, 2005, Ryerson Tull acquired all of the capital stock of Integris Metals, Inc. (“Integris Metals”) for a cash purchase price of $410 million, plus assumption of approximately $234 million of Integris Metals’ debt. Integris Metals is the fourth largest metals service center in North America with leading market positions in aluminum and stainless steel. A more detailed description of Integris Metals’ business follows the description of the Company’s business. The financial statements of the Company presented in this report do not include the financial results of Integris Metals for any of the periods or at any of the dates presented.

Ryerson Tull, Inc.

Operations

The Company conducts its materials distribution operations in the United States through its operating subsidiaries, Ryerson (including Ryerson’s J & F Steel subsidiary) and Tull; in Canada through Ryerson Tull Canada, Inc., formerly known as Washington Specialty Metals, Inc.; in Mexico through Coryer, S.A. de C.V. a joint venture with G. Collado S.A. de C.V.; and in India through Tata Ryerson Limited, a joint venture with the Tata Iron & Steel Corporation, an integrated steel manufacturer in India. The Company 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 2004 sales of $3.3 billion. 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 or semi-finished materials.

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The metals service center 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 can 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 data reported by the Metals Service Center Institute, the Company believes that the industry is comprised of over 5,000 service center locations operating throughout the United States. The industry is highly fragmented, consisting of a large number of small companies and a few relatively large companies. In general, competition is based on quality, service, price and geographic proximity.

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 are 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 from mid-1995 through late 2003 led to a weakening in prices. Notwithstanding brief periods of price increases, the Company was generally reducing its prices from mid-1995 through late 2003 to remain competitive. Demand also was impacted by a cyclical downturn in the U.S. economy, impacting the Company’s business through decreasing volumes and declining prices starting in the second half of 2000 and continuing through the third quarter of 2003. Since the fourth quarter of 2003, the Company has experienced an increase in demand and prices for its products. In 2004, metals producers imposed material surcharges, increased prices and placed supply constraints on certain materials, due to global economic factors including increased demand from China and in the United States, decreased imports into the United States, and consolidation in the steelmaking industry.

Products and Services

The Company carries a full line of carbon steel, stainless steel, alloy steels and aluminum, and a limited line of 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.

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The following table shows the Company’s percentage of sales revenue by major product lines for 2004, 2003 and 2002:

More than one-half of the materials sold by the Company are 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; and leveling, which is flattening metals and cutting them to exact lengths. The Company also uses third-party fabricators to outsource certain processes that the Company is not able to perform internally (painting, forming, drilling) to enhance the Company’s value-added services.

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.

As part of securing customer orders, the Company also provides technical services to its customers to assure the most cost effective material application while maintaining or improving the customers’ product quality.

The Company’s services include: just-in-time inventory programs, production of kits containing multiple products for ease of assembly by the customer, the provision of Company-owned materials to the customer and the placement of Company employees at a customer’s site for inventory management, and 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. These services are designed to reduce customers’ costs by minimizing their investment in inventory and improving their production efficiency.

Customers

The Company’s customer base is diverse, numbering over 30,000. No single customer accounted for more than 10 percent of Company sales in 2004, and the top ten customers accounted for approximately 22 percent of its sales revenues in 2004. 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 2004, 2003 and 2002:

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Some of the Company’s largest customers have supply programs with the Company, typically ranging from three months to one year in duration. A very small number of these programs extend beyond one year in duration. Pricing for these contracts is generally based on a pricing formula rather than a fixed price for the program duration. However, certain customer contracts are at fixed prices; in order to minimize its financial exposure, the Company generally matches these fixed-price sales programs with fixed-price supply programs. In general, sales to customers are priced at the time of sale based on prevailing market prices.

Suppliers

In 2004, the Company purchased approximately 2.6 million tons of materials from many suppliers, including mills located throughout the world. The Company’s top 25 suppliers accounted for 79 percent of 2004 purchase dollars. The following table shows the suppliers that individually accounted for 10 percent or more of the 2004 purchase dollars:

The Company purchases the majority of its inventories at prevailing market prices from key suppliers with which it has established relationships to obtain improvements in price, quality, delivery and service. The Company is generally able to meet its materials requirements because it 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. Because of the competitive nature of the business, when metal prices increase due to product demand, mill surcharges, supplier consolidation or other factors that in turn lead to supply constraints or longer mill lead times, the Company may not be able to pass its increased material costs fully to customers. In recent years and continuing in 2004-2005, there have been significant consolidations among suppliers of carbon steel, stainless steel, and aluminum. This trend could lead to disruptions in the Company’s ability to meet its material requirements. The Company believes it will be able to meet its material requirements because it believes it has good relationships with its suppliers and believes it will continue to be among the largest customers 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 660 employees, include technical and metallurgical personnel. In addition, its corporate marketing department develops advertising materials and coordinates national product-specific promotions targeting 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, 2004, excluding the initial purchase price of acquisitions, are set forth below. Net capital additions during such period aggregated $16.5 million.

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The Company anticipates that capital expenditures, excluding acquisitions, will be in the range of $40 million to $60 million for 2005, which amounts include capital expenditures for Integris Metals. The Company expects capital expenditures will be funded from cash generated by operations

Employees

As of December 31, 2004, the Company employed approximately 3,600 persons, of which approximately 1,600 were office employees and approximately 2,000 were plant employees. Fifty-six percent of the plant 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. During 2005, contracts covering approximately 130 employees at six facilities will expire. Agreements with the United Steelworkers and Teamsters will expire on various dates during the period January 31, 2006 through October 31, 2006. While management does not expect any unresolvable issues to arise in connection with the renewal of existing contracts, 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 presently anticipate that it will be required to expend any substantial amounts in the foreseeable future in order to meet present 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, financial condition or cash flows.

Some of the properties owned or leased by the Company are located in industrial areas or have a history of heavy industrial use. The Company may incur environmental liabilities with respect to these properties in the future that could have a material adverse effect on the Company’s financial condition or results of operations. The Company retained an environmental consultant to conduct Phase I and Phase II environmental studies for one property that the Company intends to dispose of in connection with consolidating its Chicago operations. The Company believes that the reserve established as part of the restructuring charge in the fourth quarter of 2001 is adequate to cover potential remediation costs for environmental issues identified in the consultant’s reports. 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 condition, results of operations or cash flows.

On January 14, 2003, the United States Environmental Protection Agency (“USEPA”) advised Ryerson and various other unrelated parties that they were potentially responsible parties under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) in connection with the cleanup of a waste disposal facility formerly operated by Liquid Dynamics in Chicago, Illinois. The estimated total amount of the proposed corrective measures was approximately $800,000, of which Ryerson’s share was approximately $30,000. The notice alleged that Ryerson may have generated or transported hazardous substances to that facility. Ryerson entered into an Administrative Order with approximately 40 potentially responsible parties and the USEPA to perform cleanup at the site and reimburse certain response costs. The USEPA has issued a notice of completion for the site providing that all the potentially responsible parties’ obligations have been satisfactorily completed in compliance with the USEPA’s Administrative Consent Order. Work is complete at the site except for three additional site visits to be completed by the removal action contractor in April and October of 2005 and April 2006. Ryerson’s liability did not materially affect its or the Company’s results of operations, financial condition or cash flows.

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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.

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.

Restructuring

In 2004, the Company recorded restructuring charges of $3.6 million associated with the consolidation of two facilities in the Northeast region of the United States and a workforce reduction. The charges consist primarily of employee-related costs, including severance for 33 employees. The 2004 restructuring actions will be completed by mid-2005.

Ryerson Tull Receivables LLC

In 2001, the Company formed Ryerson Tull Receivables LLC in connection with the Company’s then-existing 364-day trade receivables securitization facility. Ryerson Tull Receivables LLC is a special-purpose, wholly-owned, bankruptcy-remote subsidiary organized 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.

Concurrent with the establishment of the Company’s up to $450 million revolving credit facility on December 20, 2002, the Company terminated its 364-day trade receivables securitization facility. At that date, Ryerson Tull Receivables LLC repurchased the interests of the commercial paper conduits in receivables, sold receivables held by it to Company subsidiaries, and ceased its purchase of receivables from the Company’s subsidiaries.

Foreign Operations

Ryerson Tull Canada

Ryerson Tull Canada, Inc., a wholly-owned, indirect Canadian subsidiary of the Company, is a metals service center and processor with facilities in Vaudreuil (QC) and Brampton (ON), Canada.

Coryer

The Company owns a 49 percent interest in Coryer, S.A. de C.V., a joint venture with the Grupo Collado, S.A. de C.V., a steel distributor in Mexico. Coryer conducts its business through its subsidiary Collado Ryerson, S.A. de C.V., a metals service center and processor with a processing facility at Matamoros, Mexico. The joint venture will enable the Company to expand service capability in Mexico.

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Ryerson International / Tata Ryerson Limited

In 1994, the Company formed Ryerson International, Inc. (formerly Inland International, Inc.) to hold the Company’s non-North American international operations. Through Ryerson International, Inc. 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 processing facilities at Jamshedpur, Pune, Bara, Howrah, Faridabad, Raipur and Rudapur, India. Tata Ryerson also maintains sales offices in Chennai, Siliguri, Bangalore, Kanpur, Dehra Dun, Thane, Noida and Ludhiana.

Available Information

The Company makes its periodic and current reports available, free of charge, on the Investor Relations section of its website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission. The Company also posts its Corporate Governance Guidelines, Code of Ethics and Business Conduct and Board of Directors’ committee charters within this section of the website. The Company’s website address is www.ryersontull.com. Print copies of these documents can also be obtained by contacting the Investor Relations department of the Company. The Securities and Exchange Commission also maintains an Internet website that contains reports, proxy statements and other information filed by or regarding the Company at www.sec.gov.

Integris Metals, Inc.

On January 4, 2005, Ryerson Tull acquired all of the capital stock of Integris Metals, Inc. (“Integris Metals”) for a cash purchase price of $410 million, plus assumption of approximately $234 million of Integris Metals’ debt.

Integris Metals was created on November 1, 2001, through a combination of NAMD, Inc. (the metals service center business of BHP Billiton) and RASCO (Reynolds Aluminum Supply Company, the metals service center business of Alcoa Inc.). Prior to June 30, 2001, NAMD, Inc. was wholly owned by Billiton Plc, now part of BHP Billiton Plc.

Integris’ fiscal year is composed of 52 or 53 weeks ending on the Friday closest to December 31. The Company’s financial statements presented in this report do not include the financial results of Integris Metals for any of the periods presented or at any of the dates presented.

General

As measured by sales revenue, Integris Metals is among the largest metals service centers in North America and has a leading market position in aluminum and stainless steel product sales compared to its largest competitors. Integris Metals’ dedicated processing centers and 59 branches located throughout the United States and Canada provide it with a broad geographic network that covers key industrial regions and allowed it to serve more than 20,000 customers in 2004, ranging in size from large national manufacturers to local, independently owned fabricators and machine shops.

Integris Metals distributes and processes metals for a wide range of end-uses in a variety of industries. Among the processes that Integris Metals provides are leveling, cutting-to-length, polishing, slitting, shearing, blanking, precision sawing and plasma and waterjet cutting to exact specifications. Integris Metals’ value-added services, such as just-in-time inventory management, logistics management, quality control services, cost reduction initiatives and engineering support, assist its customers in managing and reducing their costs. Integris Metals’ ability to customize, as well as its geographic network, allow it to serve large national manufacturing companies by providing a consistent standard of products and services across its numerous locations.

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Aluminum and stainless steel in all product forms together accounted for approximately 86% of Integris Metals’ sales during fiscal year 2004.

Products

The following tables show the percentage of Integris Metals’ revenue by product for the periods indicated.

Customers

Integris Metals has more than 20,000 customers in the United States and Canada. Integris Metals’ sales in Canada accounted for 15.8%, 17.9% and 15.7% of its total revenues with sales of $316.8 million, $267.3 million and $238.4 million in fiscal years 2004, 2003 and 2002, respectively. Integris Metals believes that has a diverse customer base. The following tables set out Integris Metals’ 2004 customer base by industry and by annual sales:

In fiscal year 2004, no single customer accounted for more than 5% of sales.

Integris Metals’ sales contracts range from one-time sales for basic transactional sales to one-year agreements with large program customers. Transactional sales are generally priced at the time of sale based on prevailing market prices. Pricing of program sales varies according to the level and type of services provided in addition to the material sold. Program sales frequently include a fixed-pricing arrangement over a period of time ranging from one month to a year. Typically, a corresponding fixed price purchase program is negotiated with one or more of the Company’s suppliers for large program sales. Such fixed-price programs generally do not include surcharges due to the volatility of the underlying commodity prices. If surcharges are applicable, they are typically invoiced at current market amounts. Integris Metals operates with a minimal backlog of orders.

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Suppliers

Major stainless steel suppliers in the North American market include Allegheny Ludlum, North American Stainless, Mexinox and AK Steel. Major aluminum suppliers include Alcoa, Alcan and Commonwealth Industries. In addition to these major North American producers, Integris Metals also purchases metal products from suppliers based in China, Brazil, Mexico, South Africa, India and Europe. No single supplier accounted for more than 15% of Integris Metals’ material purchases during fiscal year 2004.

Sales and Marketing

Integris Metals employs approximately 500 sales personnel, organized by each local business unit to provide closer customer accessibility. In addition to their base salary, salespeople receive incentive compensation based on profit targets and other factors for their particular business unit. Integris Metals also has a corporate sales department that develops relationships with large customers and supports its business units in serving customer programs. The corporate sales department produces Integris Metals’ advertising and promotional materials.

Employees

As of December 31, 2004, Integris Metals had approximately 2,300 employees of which approximately 1,000 were office employees and approximately 1,300 were plant employees. Approximately 600 employees are covered by collective bargaining agreements, primarily with the International Brotherhood of Teamsters and United Steel Workers of America unions. Integris Metals has entered into collective bargaining agreements with 22 union locals at 23 of its facilities that expire at various times over the next five years. During 2005, contracts covering approximately 100 employees at three facilities are scheduled to expire. These collective bargaining agreements have not had a material impact either favorably or unfavorably on Integris Metals’ revenues or profitability at its various locations. Management does not expect any unresolvable issues to arise in connection with the renewal of existing contracts; however, labor disruptions may occur. There have been two work stoppages since Integris Metals’ formation in 2001: a strike by the members of the International Brotherhood of Teamsters Local #221, covering 69 individuals, which occurred at the Minneapolis facility in June 2003 and lasted less than one month, and a strike by the members of the International Brotherhood of Teamsters Local # 938, covering 81 individuals, at Integris Metals’ Toronto facility, which began on July 6, 2004, and ended when a settlement was reached on October 31, 2004.

Environmental, Health and Safety

Integris Metals’ operations in the U.S. and Canada are subject to many federal, state and local regulations relating to the protection of the environment and to workplace health and safety, including those governing waste disposal, air and water emissions, the handling of hazardous substances, environmental protection, remediation, workplace exposure and other matters. To date, compliance with these regulations has not had a material effect on Integris Metals’ earnings.

Integris Metals’ United States operations are also subject to the Department of Transportation Federal Motor Carrier Safety Regulations. Integris Metals operates a private trucking motor fleet for making deliveries to its customers. Integris Metals’ drivers do not carry any material quantities of hazardous materials. Integris Metals’ Canadian operations are subject to similar regulations.

Integris Metals believes that it is presently in substantial compliance with all environmental and workplace health and safety 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 current and future requirements, which costs and liabilities could have a material adverse effect on Integris Metals’ results of operations or financial

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condition. Integris Metals is aware of no pending remedial actions or claims relating to environmental matters that it expects to have a material effect on its financial condition or results of operations. Some of the properties that Integris Metals owns or leases, however, are located in industrial areas or have a history of heavy industrial use. Although Integris Metals does not currently anticipate material liabilities, contamination at these and other properties may result in Integris Metals potentially incurring environmental liabilities in the future that could have a material adverse effect on its financial condition or results of operations.

Integris Metals has been informed that there is groundwater contamination underneath its Atlanta, Georgia service center. Reynolds Metals Company, the former owner and operator of the Atlanta service center, has been identified as a potentially responsible party at the nearby Woodall Creek Hazardous Site in connection with this contamination. In the fall of 2002, Reynolds conducted a study of Integris Metals’ Atlanta service center to determine the source of the contamination. According to the results of that study, the contamination is migrating to Integris Metals’ property from adjacent properties. Therefore, Integris Metals does not believe its facility is the source of the contamination. However, environmental laws can impose joint and several liability on current owners of contaminated property for the costs of cleaning up such contamination. Thus, there is a possibility that Integris Metals will be identified as a potentially responsible party for remediation costs associated with this contamination. Integris Metals cannot reasonably estimate its potential liability associated with the groundwater contamination at this time.

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Ryerson, Tull, Inc.

As of December 31, 2004, the Company’s facilities were:

Joseph T. Ryerson & Son, Inc.

Ryerson maintains 31 operational facilities and five locations that are dedicated to administration services. All of the metals service center facilities are in good or excellent condition and are adequate for Ryerson’s existing operations. Approximately 33% of these facilities are leased. The lease terms expire at various times through 2014. Properties noted as vacated below have been closed and are in the process of being sold. Ryerson’s properties and facilities are adequate to serve its present and anticipated needs.

The following table sets forth certain information with respect to each facility as of January 1, 2005:

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J. M. Tull Metals Company, Inc.

Tull maintains and operates 25 facilities. All of the metals service center facilities are in good or excellent condition and are adequate for Ryerson’s existing operations. Approximately 30% of these facilities are leased. The lease terms expire at various times through 2019. Properties noted as vacated below have been closed and are in the process of being sold or sublet. Tull’s properties and facilities are adequate to serve its present and anticipated needs.

The following table sets forth certain information with respect to each facility as of December 31, 2004:

J & F Steel, LLC

J & F Steel, LLC (“J&F”), a wholly-owned, indirect subsidiary of Ryerson Tull maintains three service centers. All of the metals service center facilities are in good or excellent condition and are adequate for J&F’s existing and anticipated operations. All three facilities are held in fee.

The following table sets forth certain information with respect to each facility as of December 31, 2004:

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Ryerson Tull Canada, Inc.

Ryerson Tull Canada, Inc. (“RT Canada”), a wholly owned indirect Canadian subsidiary of Ryerson Tull, has two facilities in Canada. Both of the metals service center facilities are in good or excellent condition and are adequate for RT Canada’s existing and anticipated operations. Both facilities are leased.

Coryer S.A. de C.V.

Coryer S.A. de C.V., a joint venture in which the Company owns a 49 percent interest, owns one operating facility in Matamoros, Mexico. Coryer’s property is 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 seven metals service centers in India, at Jamshedpur, Pune, Bara, Howrah, Faridabad, Raipur and Rudrapur. Tata Ryerson also maintains sales offices in Chennai, Siliguri, Bangalore, Kanpur, Dehra Dun, Thane, Noida and Ludhiana. Tata Ryerson’s properties are adequate to serve its present and anticipated needs.

Integris Metals, Inc.

Integris Metals maintains 59 branches and three dedicated processing centers throughout 33 states in the United States and seven provinces in Canada, which consist of 68 physical facilities as listed in the table below. Integris Metals’ corporate headquarters is located in Minneapolis, Minnesota. All of the metals service center facilities are in good or excellent condition and are adequate for Integris Metals’ existing operations. Approximately 40% of these facilities are leased. The lease terms expire at various times through 2012. Properties noted as vacated below have been closed and are in the process of being sold or sublet. Integris Metals’ properties and facilities are adequate to serve its present and anticipated needs.

The following table sets forth certain information with respect to each facility as of December 31, 2004.

United States Dedicated Processing Centers:

United States Facilities:

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Canadian Facilities:

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Ryerson Tull, Inc.

From time to time, the Company is named as a defendant in legal actions incidental to our ordinary course of business. The Company does not believe that the resolution of these claims will have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company maintains liability insurance coverage to assist in protecting its assets from losses arising from or related to activities associated with business operations.

On April 22, 2002, Champagne Metals, an Oklahoma metals service center that processes and sells aluminum products, sued the Company and six other metals service centers in the United States District Court for the Western District of Oklahoma. The other defendants are Ken Mac Metals, Inc.; Samuel, Son & Co., Limited; Samuel Specialty Metals, Inc.; Metal West, L.L.C.; Integris Metals, Inc.; and Earle M. Jorgensen Company. Champagne Metals alleges a conspiracy among the defendants to induce or coerce aluminum suppliers to refuse to designate it as a distributor in violation of federal and state antitrust laws and tortious interference with business and contractual relations. The complaint seeks damages with the exact amount to be proved at trial. Champagne Metals seeks treble damages on its antitrust claims and seeks punitive damages in addition to actual damages on its other claim. The Company believes that the suit is without merit, answered the complaint denying all claims and allegations, and filed a Motion for Summary Judgment. The trial court entered judgment on June 15, 2004 sustaining our summary judgment motion and those of the other defendants on all claims. Champagne filed a notice of appeal on July 13, 2004; the Company has responded, but the appeals court has not set a date for hearings. The Company cannot determine at this time the amount of liability related to this litigation, but in the opinion of management such liability, if any, will not materially affect its results of operations, financial position, or cash flows.

Integris Metals, Inc.

From time to time Integris Metals is named as a defendant in legal actions arising in the ordinary course of its business. Except as disclosed in this 10-K, Integris Metals is not a party to any pending legal proceedings other than routine litigation incidental to Integris Metals’ business. Management does not believe that the resolution of these claims will have a material adverse effect on Integris Metals’ financial position, results of operations or cash flows.

One of Integris Metals’ predecessors, RASCO, sold approximately 736,000 pounds of aluminum plate for use in the Northwest marine industry during the period RASCO was a division of Reynolds Metals Company. The aluminum plate, manufactured by Alcan, has now been determined to be unsuitable for marine use. Alcoa, the parent company of Reynolds Metals Company, has agreed to provide Integris Metals with defense and indemnity to legal matters and claims associated with this matter for shipments prior to November 1, 2001. Based on the percentage of product purchased and shipped after November 2001, Integris Metals has recorded a

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$250,000 liability at December 31, 2004, related to its exposure. Alcoa has also organized an aluminum boat solutions team to identify and notify customers, involve the U.S. Coast Guard in inspection protocols and resolve any claims related to this matter.

As discussed above, Integris is also a named defendant in the Champagne Metals lawsuit.

Not applicable.

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EXECUTIVE OFFICERS OF REGISTRANT

Officers are elected by the Board of Directors of Ryerson Tull. All executive officers of Ryerson Tull 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 February 25, 2005, 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.

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PART II

(a) The common stock of Ryerson Tull is listed and traded on the New York Stock Exchange. As of March 2, 2005, the number of holders of record of common stock of Ryerson Tull was 8,452.

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, 2003 through December 31, 2004.

RYERSON TULL, INC. AND SUBSIDIARY COMPANIES

SUMMARY BY QUARTER (UNAUDITED)

(Dollars in millions, except per share data)

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 20.

(b) Not applicable.

(c) The Company did not repurchase any of its equity securities during the fourth quarter of 2004 and does not have a repurchase program currently in effect.

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 2000 through 2004 reflects the historical financial statements of the Company.

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FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA AND

OPERATING RESULTS—CONTINUING OPERATIONS

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

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This section contains statements that 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 Annual Report on Form 10-K for cautionary information with respect to such forward-looking statements. 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.”

Overview

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

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

Sales volume.     The Company’s sales volume is driven by market demand, which is largely determined by overall industrial production and conditions in specific industries that are Company customers. Increases in sales volume enable the Company both to improve purchasing leverage with suppliers, as the Company buys larger quantities of metals inventories, and to reduce operating expenses per ton sold.

Gross profit.    Gross profit is the difference between net sales and the cost of materials sold. The Company’s sales prices to its customers are subject to market competition. Achieving acceptable levels of gross profit is dependent on the Company acquiring metals at competitive prices and its ability to manage the impact of changing prices.

Operating expenses.    Optimizing business processes and asset utilization to lower fixed expenses such as employee, facility and truck fleet costs which can not be rapidly reduced in times of declining volume, and maintaining low fixed cost structure in times of increasing sales volume, can have significant impact on profitability.

The metals service center industry is generally considered cyclical with periods of strong demand and higher prices followed by periods of weaker demand and lower prices due to the cyclical nature of the industries in which the largest consumers of metals operate. The manufacturing sector in North America experienced a significant cyclical downturn from mid-2000 through 2003. During this period, sales volume measured in tons per shipping day decreased and adversely impacted the Company’s financial results. The metals service center

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industry experienced a significant recovery during 2004 due to global economic factors including increased demand from China and in the United States, decreased imports into the United States, and consolidation in the steelmaking industry, all of which combined to substantially increase metals selling prices. The Company’s profitability also improved substantially in 2004.

During 2004, the Company’s shipment volume increased 10 percent from 2003, following a 2 percent decline in volume in 2003 from 2002 and a 7 percent decline in 2002 from 2001. During 2002 and 2003, the Company focused on streamlining its operations to increase efficiency and improve its fixed cost structure to position the Company to benefit to a greater extent from the economic recovery. In 2004, the Company reported an operating profit of $97.1 million compared to $2.6 million in 2003 due to a 36 percent increase in average selling price and a 10 percent increase in volume. Tons shipped per employee, a key measure of productivity, increased 12 percent from 736 tons to 822 tons.

Results of Operations

Continuing Operations

The Company reported income from continuing operations in 2004 of $47.5 million, or $1.84 per diluted share, as compared with a loss from continuing operations of $14.1 million, or $0.58 per diluted share, in 2003, and a loss of $12.4 million, or $0.51 per diluted share, in 2002. Included in the 2004 results were restructuring and plant closure costs of $2.2 million after-tax, or $0.08 per share and gain on the sale of assets of $3.4 million after-tax, or $0.13 per share.

Comparison of 2004 with 2003—Continuing Operations

Net Sales

Net sales of $3.30 billion in 2004 increased 51 percent from $2.19 billion in 2003 as a result of a 36 percent increase in average selling price and a 10 percent increase in tons shipped. The Company benefited from the higher metals prices resulting from the combination of tight metals supplies and increased demand by the metals-consuming sector of the U.S. economy during 2004. Approximately one-third of the increase in tons shipped was attributable to the acquisition of J&F Steel, purchased on July 30, 2004.

Gross Profit

Gross profit – the difference between net sales and the cost of materials sold – increased 33 percent to $563.5 million in 2004 from $422.7 million in 2003. Gross profit as a percentage of sales decreased to 17.1

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percent from 19.3 percent a year ago. The decline was due to increased material costs for contractual customers, which were passed through without a markup (1.4 percent impact) and to the addition of relatively high-cost carbon flat-rolled steel inventory in 2004, which resulted in higher material costs passing through the cost of goods sold under the LIFO method of material costing (1.0 percent impact). Gross profit per ton increased to $200 in 2004 from $166 in 2003 due to higher selling prices.

Expenses

Total operating expenses in 2004 increased $46.3 million to $466.4 million from $420.1 million in 2003. Warehousing and delivery expenses in 2004 increased to $250.1 million from $226.4 million in 2003. The increase was primarily due to increased delivery expenses of $10.3 million (excluding J&F Steel) resulting from higher volume, higher diesel fuel costs and increased transportation prices, in addition to higher operating supplies ($2.2 million) and group insurance costs ($3.1 million) and to five months’ expenses from J&F Steel ($4.1 million). Selling, general and administrative expenses increased in 2004 to $218.3 million from $187.5 million in 2003. The increase was due primarily to higher incentive bonuses ($17.7 million), higher pension and group insurance costs ($5.9 million) and five months’ expenses from J&F Steel ($3.2 million).

Total operating expenses per ton was $166 in 2004 and $165 in 2003, representing 14.1 percent and 19.2 percent of sales, respectively. Included in the total expenses are restructuring and plant closure costs of $3.6 million for 2004 and $6.2 million in 2003. The average number of employees decreased 1 percent in 2004 to 3,434 from 3,471 in 2003 while tons shipped per employee, a key measure of productivity, increased 12 percent from 736 tons to 822 tons.

Operating Profit