<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 10-Q
_____________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934S
For the transition period from ________________ to ______________
Commission File Number 333-79587
CALIFORNIA STEEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 33-0051150
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
14000 San Bernardino Avenue 92335
Fontana, California (Zip Code)
(Address of principal executive offices of Registrant)
</TABLE>
(909) 350-6200
(Registrant's telephone number including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [_] No
As of October 19, 2000, 1,000 shares of the Company's common stock, no par
value, were outstanding.
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CALIFORNIA STEEL INDUSTRIES, INC.
Table of Contents
-----------------
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Page
----
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PART I FINANCIAL INFORMATION........................................................................ 1
ITEM 1. FINANCIAL STATEMENTS......................................................................... 1
Consolidated Condensed Balance Sheets as of September 30, 2000
(unaudited) and December 31,1999........................................................... 1
Consolidated Condensed Statements of Income for the three months and nine
months ended September 30, 2000 and September 30, 1999 (unaudited)......................... 2
Consolidated Condensed Statements of Cash Flows for the nine months ended
September 30, 2000 and September 30, 1999 (unaudited)...................................... 3
Notes to Consolidated Condensed Financial Statements (unaudited).......................... 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS....... 5
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK................................... 7
PART II OTHER INFORMATION............................................................................ 7
ITEM 1. LEGAL PROCEEDINGS............................................................................ 7
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................................................. 8
SIGNATURE.................................................................................. 9
INDEX TO EXHIBITS.......................................................................... 10
</TABLE>
i
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CALIFORNIA STEEL INDUSTRIES, INC.
AND SUBSIDIARY
Consolidated Condensed Balance Sheets
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
As of As of
September 30, December 31,
Assets 2000 1999
------ ------------- ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................................. $ 2,429 $ 7,899
Trade accounts receivable, less allowance for doubtful receivables of 74,396 68,866
$600,000 at September 30, 2000 and $300,000 at December 31, 1999.........
Inventories............................................................... 190,591 166,570
Deferred income taxes..................................................... 2,382 2,382
Other receivables and prepaid expenses.................................... 3,744 4,832
-------- --------
Total current assets................................................... 273,542 250,549
-------- --------
Investment in affiliated company............................................ 35,586 34,801
Other assets................................................................ 4,293 4,759
Property, plant and equipment, net.......................................... 265,019 262,696
-------- --------
Total assets........................................................... $578,440 $552,805
======== ========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable.......................................................... $ 43,564 $ 54,707
Accrued interest expense.................................................. 1,118 4,064
Income tax payable........................................................ 8,452 --
Other accrued expenses.................................................... 13,473 13,757
-------- --------
Total current liabilities.............................................. 66,607 72,528
-------- --------
Long-term debt, excluding current installments............................ 242,000 230,000
Deferred income taxes..................................................... 33,198 33,198
Stockholders' equity:
Class C preferred stock, $10,000 par value per share. Authorized 3,000 30,000 30,000
shares; issued and outstanding 3,000 shares..............................
Common stock, no par value. Authorized 2,000 shares; issued and 10,000 10,000
outstanding 1,000 shares.................................................
Retained earnings......................................................... 196,635 177,079
-------- --------
Total stockholders' equity............................................. 236,635 217,079
Commitments and contingencies............................................. -- --
-------- --------
Total liabilities and stockholders' equity............................. $578,440 $552,805
======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
1
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CALIFORNIA STEEL INDUSTRIES, INC.
AND SUBSIDIARY
Consolidated Condensed Statements of Income
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ ----------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C> <C>
Net sales............................................ $186,796 $183,566 $570,988 $514,824
Cost of sales........................................ 170,810 145,935 477,586 426,786
--------- --------- --------- ---------
Gross profit.................................... 15,986 37,631 93,402 88,038
Selling, general and administrative expenses......... 6,824 7,576 24,069 22,659
--------- --------- --------- ---------
Income from operations.......................... 9,162 30,055 69,333 65,379
Other income (expense):
Equity in income of affiliated company ........... 937 (197) 1,547 (109)
Interest expense, net.............................. (4,821) (3,983) (13,620) (12,069)
Other, net......................................... 229 708 871 1,421
--------- --------- --------- ---------
Income before income taxes...................... 5,507 26,583 58,131 54,622
Income taxes......................................... 2,091 10,415 23,561 21,402
--------- --------- --------- ---------
Net income...................................... $ 3,416 $ 16,168 $ 34,570 $ 33,220
========= ========= ========= =========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
2
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CALIFORNIA STEEL INDUSTRIES, INC.
AND SUBSIDIARY
Consolidated Condensed Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
` September 30,
-------------------------------
2000 1999
---------- -----------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income................................................................ $ 34,570 $ 33,220
Adjustments to reconcile net income to net cash...........................
provided by operating activities:
Depreciation and amortization............................................ 21,228 18,937
Loss on disposition and write-down of idle...............................
plant and equipment...................................................... (3) (12)
Undistributed earnings (loss) of affiliated company...................... (1,547) 109
Dividends received from affiliated company............................... 762 --
Change in assets and liabilities:
Trade accounts receivable, net........................................... (5,530) (15,519)
Inventories.............................................................. (24,021) 28,236
Other receivables and prepaid expenses................................... 1,088 (6,883)
Other assets............................................................. -- (4,687)
Accounts payable......................................................... (11,143) 754
Accrued interest expense................................................. (2,946) (775)
Income tax payable....................................................... 8,452 13,734
Other accrued expenses................................................... (284) (3,420)
-------- ---------
Net cash provided by operating activities.............................. 20,626 63,694
-------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment................................ (23,117) (26,734)
Proceeds from sale of property, plant and equipment....................... 35 128
-------- ---------
Net cash used in investing activities.................................. (23,082) (26,606)
-------- ---------
Cash flows from financing activities:
Net repayments under line of credit agreement with banks.................. -- (103,700)
Borrowings (repayments) of notes payable to banks......................... 12,000 (140,000)
Proceeds from issuance of long-term debt.................................. -- 210,000
Dividends paid............................................................ (15,014) (8,630)
-------- ---------
Net cash used in financing activities.................................. (3,014) (42,330)
-------- ---------
Net decrease in cash and cash equivalents.............................. (5,470) (5,242)
-------- ---------
Cash and cash equivalents at beginning of period.......................... 7,899 11,962
-------- ---------
Cash and cash equivalents at end of period................................ $ 2,429 $ 6,720
======== =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized)..................................... $ 16,924 $ 13,462
Income taxes............................................................. 15,109 13,035
======== =========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
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CALIFORNIA STEEL INDUSTRIES, INC.
AND SUBSIDIARY
Notes To Consolidated Condensed Financial Statements (Unaudited)
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated condensed financial statements of
California Steel Industries, Inc. and its subsidiary as of and for the three
months and nine months ended September 30, 2000 and 1999 have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. However, the
information reflects all adjustments (consisting only of normal recurring
adjustments) that, in the opinion of our management, are necessary to present
fairly the financial position and results of operations for the periods
indicated.
The accompanying consolidated condensed financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
as of and for the year ended December 31, 1999 contained in California Steel
Industries, Inc.'s December 31, 1999 Form 10-K. Results of operations for the
three and nine months ended September 30, 2000 are not necessarily indicative of
results expected for the full year.
2. New Accounting Pronouncements
-----------------------------
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 establishes
accounting and reporting standards for derivative instruments, including
derivative instruments embedded in other contracts, and hedging activities. SFAS
133, as amended by SFAS 137 and SFAS 138, is effective for all fiscal quarters
of fiscal years beginning after June 15, 2000. We believe that SFAS 133 will not
have a material impact on our financial position, results of operations or
liquidity.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin 101 ("SAB 101"), "Revenue Recognition in Financial Statements." This
Staff Accounting Bulletin ("SAB"), as amended by SAB 101A and SAB 101B,
summarizes certain of the staff's views in applying generally accepted
accounting principles to revenue recognition in financial statements and is
effective for registrants with fiscal years that begin after March 15, 2000. We
do not expect the adoption of SAB 101, as amended, to have a material impact on
our consolidated results of operations.
3. Inventories
-----------
Inventories are stated at the lower of cost (determined under the first-in,
first-out method of accounting) or market value and consist of the following:
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<CAPTION>
September 30, 2000 December 31, 1999
------------------ -----------------
(In thousands)
(Unaudited)
<S> <C> <C>
Finished goods................................................. $ 35,792 $ 39,526
Work-in-process................................................ 35,976 18,723
Raw materials.................................................. 113,452 103,399
Other.......................................................... 5,371 4,922
-------- --------
Total........................................................ $190,591 $166,570
======== ========
</TABLE>
4
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Forward-Looking Statements
--------------------------
Certain statements contained in this Form 10-Q regard matters that are not
historical facts and are forward-looking statements (as such term is defined in
the rules promulgated pursuant to the Securities Act of 1933, as amended). Such
forward-looking statements include any statement that may predict, forecast,
indicate or imply future results, performance or achievements, and may contain
the words "anticipate," "believe," "estimate," "expect," "project," "imply,"
"intend," "foresee," "will be," "will continue," "will likely result," and
similar words and expressions. Such forward-looking statements reflect our
current views about future events, but are not guarantees of future performance
and are subject to risk, uncertainties and assumptions. Such risks,
uncertainties and assumptions include those specifically identified in this Form
10-Q and include, but are not limited to, the following:
. our substantial indebtedness, interest expense and principal repayment
obligations under our bank facility and 8.5% senior notes, which could
limit our ability to use operating cash flow in our business other
than for debt-servicing obligations, obtain additional financing and
react to changing market and general economic conditions, and which
increase our vulnerability to interest rate increases,
. because our board of directors is elected by our two stockholders,
each of whom holds 50% of our stock, there is a possibility of
deadlocks among our board of directors that could result in costly
delays in making important business decisions and put us at a
competitive disadvantage,
. competitive factors and pricing pressures,
. our ability to control costs and maintain quality,
. future expenditures for capital projects, and
. industry-wide market factors and general economic and business
conditions.
Results of Operations
---------------------
<TABLE>
<CAPTION>
Tons Billed Tons Billed
Three months ended Nine months ended
September 30, September 30,
--------------------------- ------------------------------
2000 1999 2000 1999
-------- -------- -------- -----------
(Unaudited)
<S> <C> <C> <C> <C>
Hot Rolled............................. 179,224 218,370 570,314 660,482
Cold Rolled............................ 66,871 74,966 221,371 219,283
Galvanized............................. 164,732 148,377 482,439 392,875
ERW Pipe............................... 35,860 37,135 104,620 92,428
------- ------- --------- ---------
Total................................ 446,687 478,848 1,378,744 1,365,068
======= ======= ========= =========
</TABLE>
Net sales. For the three month period ended September 30, 2000, our tons
shipped decreased, however, our net sales increased compared to the same period
in 1999, due to higher sales prices and a shift in our product mix to a higher
proportion of cold rolled, galvanized and ERW pipe products. In the third
quarter of 2000, cold rolled and galvanized billed tonnage represented 51.8% of
all products sold, compared to 46.6% in the third quarter of 1999. After
adjusting for our product mix, the average sales price for all products sold
during the third quarter of 2000 was 6.8% greater than for the third quarter of
1999. Net sales increased $3,230,000, or 1.8%, from $183,566,000 for the three
months ended September 30, 1999 to $186,796,000 for the three months ended
September 30, 2000. Net sales for the nine month period ended September 30, 2000
increased compared to the same period in 1999, due to higher sales volumes, a
shift in our product mix to a higher proportion of cold rolled, galvanized and
ERW pipe products and higher sales prices. Year-to-date net sales increased
$56,164,000, or 10.9%, from $514,824,000 for the nine months ended September 30,
5
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1999 to $570,988,000 for the same period in 2000. Net billed tons decreased
32,161, or 6.7%, for the three months ended September 30, 2000 compared to the
three months ended September 30, 1999 and year-to-date net billed tons increased
13,676, or 1.0%, from 1,365,068 for the nine months ended September 30, 1999 to
1,378,744 for the nine months ended September 30, 2000.
Gross profit. Despite an increase in our average sales prices, our gross
profit decreased as a result of an increase in our average raw material costs as
well as in our utilities costs (primarily natural gas) and maintenance costs.
The decrease in gross profit was offset by a shift in our product mix to a
greater proportion of higher value-added products and an increase in our sales
volume. Gross profit decreased $21,645,000, or 57.5%, from $37,631,000 for the
three months ended September 30, 1999 to $15,986,000 for the three months ended
September 30, 2000. Year-to-date gross profit increased $5,364,000, or 6.1%,
from $88,038,000 for the nine months ended September 30, 1999 to $93,402,000 for
the nine months ended September 30, 2000. Gross profit as a percentage of net
sales decreased from 20.5% for the three months ended September 30, 1999 to 8.6%
for the same period in 2000. Our year-to-date gross profit as a percentage of
net sales also decreased from 17.1% for the nine months ended September 30, 1999
to 16.4% for the nine months ended September 30, 2000.
Selling, general and administrative expenses. Selling, general and
administrative ("SG&A") expenses decreased $752,000, or 9.9%, from $7,576,000
for the three months ended September 30, 1999 to $6,824,000 for the three months
ended September 30, 2000. Our year-to-date SG&A expenses increased $1,410,000,
or 6.2%, from $22,659,000 for the nine months ended September 30, 1999 to
$24,069,000 for the same period in year 2000, primarily as a result of an
increase in management performance compensation in the first quarter of 2000, as
previously disclosed.
Interest expense. Interest expense increased $838,000, or 21.0%, from
$3,983,000 for the three months ended September 30, 1999 to $4,821,000 for the
same period in 2000. Year-to-date interest expense increased $1,551,000, or
12.9%, from $12,069,000 for the nine months ended September 30, 1999 to
$13,620,000 for the same period in 2000. Interest expense increased as a result
of higher effective interest rates, which were partially offset by a decrease in
our average outstanding debt. Interest expense figures are net of interest
income and capitalized interest of $296,000 for the three months ended September
30, 1999 and $150,000 for the three months ended September 30, 2000. On a year-
to-date basis, interest income and capitalized interest was $825,000 for the
first nine months of 1999, compared to $544,000 for the first nine months of
2000.
Income taxes. We recognized lower income tax expense in the third quarter
of 2000 as a result of both lower income before tax and slightly lower effective
tax rates for the third quarter compared to the same period of 1999. For the
three-month period ended September 30, 2000, we recognized $2,091,000 in income
tax expense, using a combined state and federal rate of 38.0%, which is lower
than our year-to-date effective tax rate of 40.5% due to our utilization of the
State Manufacturers' Investment Credit. For the same period last year we used a
combined rate of 39.2%. Our year-to-date income tax expense was higher in year
2000 compared to the same period in 1999, as a result of both higher income
before taxes and slightly higher effective tax rate. On a year-to-date basis we
have recognized $23,561,000 in income tax expense in 2000, using a combined
state and federal tax rate of 40.5%. For the same period last year we used a
combined rate of 39.2%. The difference in rates between 1999 and 2000 is
attributable to the state Manufacturers' Investment Credit.
Net income. Net income decreased $12,752,000, or 78.9%, from $16,168,000
for the three months ended September 30, 1999 to $3,416,000 for the same period
in 2000. Year-to-date net income increased $1,350,000, or 4.1%, from $33,220,000
for the nine months ended September 30, 1999 to $34,570,000 for the same period
in 2000.
Liquidity and Capital Resources
-------------------------------
At September 30, 2000, we had $2,429,000 in cash and cash equivalents and
approximately $29,000,000 in financing available under our credit facility.
During the nine months ended September 30, 2000, cash flow from operations
generated $20,626,000, which consisted of $34,570,000 in net income, $21,228,000
in depreciation and amortization expense and a net cash flow decrease of
$34,384,000 due to changes in assets and liabilities. The majority of the net
cash flow decrease was due to a $24,021,000 increase in inventories and a
$11,143,000 decrease in accounts payable, offset by a $8,452,000 increase in
income tax payable. Cash flow from investing activities during the nine months
ended September 30, 2000 consisted predominately of $23,117,000 of capital
expenditures. Cash flow from financing activities during the nine months ended
September 30, 2000 consisted of net advances under our lines of credit of
$12,000,000 and dividend payments to shareholders of $15,014,000, including a
$3,000,000 interim dividend paid during the third quarter of 2000. During the
nine months ended September 30, 2000, we paid $16,924,000 in interest, net of
capitalized interest, which included $6,375,000 in interest paid on our 8.5%
senior
6
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notes during the third quarter of 2000. During the nine months ended September
30, 2000, we also paid $15,109,000 in income taxes.
In March 1999, we entered into a $130,000,000 five-year bank facility.
Approximately $92,000,000 was outstanding under this facility as of September
30, 2000. The bank facility is collateralized by cash, accounts receivable,
inventory and other assets. Subject to the satisfaction of customary conditions
and a borrowing base, advances under our bank facility may be made at any time
prior to the facility termination date, which is the earlier to occur of March
10, 2004 or the date that is 60 days prior to the maturity of our 8.5% senior
notes. Advances under this facility may be used for working capital, capital
expenditures and other lawful corporate purposes, including the refinancing of
existing debt.
We anticipate that our primary liquidity requirements will be for working
capital, capital expenditures, debt service and the payment of dividends. We
believe that cash generated from operations and available borrowings under our
bank facility will be sufficient to enable us to meet our liquidity requirements
for the next twelve months.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks related to fluctuations in interest rates on
our $130,000,000 floating interest rate bank facility. We do not currently use
interest rate swaps or other types of derivative financial instruments.
For fixed rate debt like our 8.5% senior notes, changes in interest rates
generally affect the fair value of the debt instrument. For variable rate debt
like our bank facility, changes in interest rates generally do not affect the
fair value of the debt, but do affect earnings and cash flows. We do not have
an obligation to repay our 8.5% senior notes prior to maturity in 2009 and, as a
result, interest rate risk and changes in fair value should not have a
significant impact on us. We believe that the interest rate on our 8.5% senior
notes approximates the current rates available for similar types of financing
and as a result the carrying amount of the 8.5% senior notes approximates fair
value. The carrying value of the floating rate bank facility approximates fair
value as the interest rate is variable and resets frequently. The bank facility
bears interest at the Eurodollar rate, which was approximately 6.625% at
September 30, 2000. Although $92.0 million was outstanding under this facility
at September 30, 2000, we estimate that the average amount of debt outstanding
under the facility for fiscal year 2000 will be approximately $80.0 million.
Therefore, a one percentage point increase or decrease in interest rates would
result in an increase or decrease in interest expense of $800,000 for the year.
We do not believe that the future market rate risk related to our 8.5%
senior notes and floating rate bank facility will have a material impact on our
financial position, results of operations or liquidity.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are from time to time in the ordinary course of business, subject to
various pending or threatened legal actions. We believe that any ultimate
liability arising from pending or threatened legal actions should not have a
material adverse effect on our financial position, results of operations or
liquidity.
7
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
-------- --------------------------------------------------------------------
<S> <C>
3.1 Certificate of Incorporation of the Registrant as amended by
Amendment to the Certificate of Incorporation filed June 6, 1984,
with Delaware Secretary of State, as amended by the Certificate of
Amendment to the Certificate of Incorporation filed August 2, 1984,
with the Delaware Secretary of State, as amended by the Certificate
of Amendment to the Certificate of Incorporation, filed January 12,
1988, with the Delaware Secretary of State, and, as amended by the
Certificate of Ownership merging CSI Tubular Products, Inc. into the
Registrant, filed with the Delaware Secretary of State on December
20, 1993./(1)/
3.2 Bylaws of the Registrant./(1)/
4.1 Indenture dated as of April 6, 1999 between the Registrant and State
Street Bank Trust Company of California, N.A., Trustee, relating to
the Registrant's 8 1/2% Senior Notes due April 6, 2009./(1)/
4.2 Specimen Series B note (included in Exhibit 4.1)./(1)/
4.3 Shareholders' Agreement, dated June 27, 1995, by and among Rio Doce
Limited, Companhia Vale do Rio Doce, Kawasaki Steel Holdings (USA),
Inc. and Kawasaki Steel Corporation./(1)/
10.17 Amendment to Supplemental Executive Retirement Plan, dated October
10, 2000, between the Registrant and James E. Declusin.
10.18 Supplemental Executive Retirement Plan, dated as of September 19,
2000, between the Registrant and Brett J. Guge.
27.1 Financial Data Schedule
</TABLE>
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-4, File No. 333-79587, as filed with the Securities and Exchange
Commission on May 28, 1999, as amended.
(b) Reports on Form 8-K.
None.
8
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
October 27, 2000
CALIFORNIA STEEL INDUSTRIES, INC.
By: /s/ Vicente B. Wright
------------------------------------------
Vicente B. Wright,
Executive Vice President, Finance
(Principal Financial and
Accounting Officer)
9
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<TABLE>
<CAPTION>
Exhibit
Number Description
-------- --------------------------------------------------------------------
<S> <C>
3.1 Certificate of Incorporation of the Registrant as amended by
Amendment to the Certificate of Incorporation filed June 6, 1984,
with Delaware Secretary of State, as amended by the Certificate of
Amendment to the Certificate of Incorporation filed August 2, 1984,
with the Delaware Secretary of State, as amended by the Certificate
of Amendment to the Certificate of Incorporation, filed January 12,
1988, with the Delaware Secretary of State, and, as amended by the
Certificate of Ownership merging CSI Tubular Products, Inc. into the
Registrant, filed with the Delaware Secretary of State on December
20, 1993./(1)/
3.2 Bylaws of the Registrant./(1)/
4.1 Indenture dated as of April 6, 1999 between the Registrant and State
Street Bank Trust Company of California, N.A., Trustee, relating to
the Registrant's 8 1/2% Senior Notes due April 6, 2009./(1)/
4.2 Specimen Series B note (included in Exhibit 4.1)./(1)/
4.3 Shareholders' Agreement, dated June 27, 1995, by and among Rio Doce
Limited, Companhia Vale do Rio Doce, Kawasaki Steel Holdings (USA),
Inc. and Kawasaki Steel Corporation./(1)/
10.17 Amendment to Supplemental Executive Retirement Plan, dated October
10, 2000, between the Registrant and James E. Declusin.
10.18 Supplemental Executive Retirement Plan, dated as of September 19,
2000, between the Registrant and Brett J. Guge.
27.1 Financial Data Schedule
</TABLE>
_________________
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-4, File No. 333-79587, as filed with the Securities and Exchange
Commission on May 28, 1999, as amended.
10
