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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.20549

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FORM 10-Q

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

For the Quarter Ended September 30,
2002

OR

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

Commission File No. 1-5210

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AMERISTEELCORPORATION

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Incorporated inState of Florida

Employer IdentificationNo. 59-0792436

5100 W. Lemon StreetTampa, Florida 33609

Mailing Address:P. O. Box 31328Tampa, Florida
33631-3328Telephone No. (813)286-8383

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, and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

As of October 31, 2002 the registrant had 10,395,078 shares, $.01 par value, Common Stock outstanding.



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PART I  FINANCIAL INFORMATION

|ITEM I. | FINANCIAL STATEMENTS
|------- | --------------------

AMERISTEEL CORPORATION & SUBSIDIARYCONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(US$ in thousands)

|                                                                                                                          |  | September 30,2002 |          | December 31,2001 |  
|------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | ---------------- | -
|                                                                                                                          |  |                   |          |                  |  
|                                                                                                                          |  | (Unaudited)       |          |                  |  
|ASSETS                                                                                                                    |  |                   |          |                  |  
|CURRENT ASSETS                                                                                                            |  |                   |          |                  |  
|Cash and cash equivalents                                                                                                 |  | $                 | 8,487    |                  | $
|Accounts receivable, less allowance of $2,132 and $1,682 at September 30,        2002 and December 31, 2001, respectively |  |                   | 85,281   |                  |  
|Inventories                                                                                                               |  |                   | 140,435  |                  |  
|Deferred tax assets                                                                                                       |  |                   | 4,980    |                  |  
|Other current assets                                                                                                      |  |                   | 2,075    |                  |  
|                                                                                                                          |  |                   |          |                  |  
|TOTAL CURRENT ASSETS                                                                                                      |  |                   | 241,258  |                  |  
|                                                                                                                          |  |                   |          |                  |  
|PROPERTY, PLANT AND EQUIPMENT                                                                                             |  |                   |          |                  |  
|Property, plant & equipment held for future sale                                                                          |  |                   | 6,550    |                  |  
|Land and improvements                                                                                                     |  |                   | 23,244   |                  |  
|Building and improvements                                                                                                 |  |                   | 58,768   |                  |  
|Machinery and equipment                                                                                                   |  |                   | 389,180  |                  |  
|Construction in progress                                                                                                  |  |                   | 9,898    |                  |  
|                                                                                                                          |  |                   |          |                  |  
|                                                                                                                          |  |                   | 487,640  |                  |  
|Less accumulated depreciation                                                                                             |  |                   | (174,253 | )                |  
|                                                                                                                          |  |                   |          |                  |  
|PROPERTY, PLANT AND EQUIPMENT, NET                                                                                        |  |                   | 313,387  |                  |  
|                                                                                                                          |  |                   |          |                  |  
|GOODWILL                                                                                                                  |  |                   | 77,731   |                  |  
|                                                                                                                          |  |                   |          |                  |  
|DEFERRED FINANCING COSTS                                                                                                  |  |                   | 1,425    |                  |  
|                                                                                                                          |  |                   |          |                  |  
|OTHER ASSETS                                                                                                              |  |                   | 423      |                  |  
|                                                                                                                          |  |                   |          |                  |  
|                                                                                                                          |  |                   |          |                  |  
|TOTAL ASSETS                                                                                                              |  | $                 | 634,224  |                  | $
|                                                                                                                          |  |                   |          |                  |  

See notes to consolidated financial statements





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AMERISTEEL CORPORATION & SUBSIDIARYCONSOLIDATED STATEMENTS OF FINANCIAL POSITION continued

(US$ in thousands, except share data)

|                                                                                                                                                                               |  | September 30,2002 |         | December 31,2001 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ------- | ---------------- | -
|                                                                                                                                                                               |  |                   |         |                  |  
|                                                                                                                                                                               |  | (Unaudited)       |         |                  |  
|                                                                                                                                                                               |  |                   |         |                  |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                           |  |                   |         |                  |  
|CURRENT LIABILITIES                                                                                                                                                            |  |                   |         |                  |  
|Trade accounts payable                                                                                                                                                         |  | $                 | 68,887  |                  | $
|Accrued salaries, wages and employee benefits                                                                                                                                  |  |                   | 19,900  |                  |  
|Environmental remediation                                                                                                                                                      |  |                   | 913     |                  |  
|Other current liabilities                                                                                                                                                      |  |                   | 12,816  |                  |  
|Interest payable                                                                                                                                                               |  |                   | 841     |                  |  
|Current maturities of long-term borrowings                                                                                                                                     |  |                   | 25,604  |                  |  
|                                                                                                                                                                               |  |                   |         |                  |  
|TOTAL CURRENT LIABILITIES                                                                                                                                                      |  |                   | 128,961 |                  |  
|                                                                                                                                                                               |  |                   |         |                  |  
|LONG-TERM BORROWINGS, LESS CURRENT MATURITIES                                                                                                                                  |  |                   | 191,120 |                  |  
|                                                                                                                                                                               |  |                   |         |                  |  
|OTHER LIABILITIES                                                                                                                                                              |  |                   | 25,416  |                  |  
|                                                                                                                                                                               |  |                   |         |                  |  
|DEFERRED TAX LIABILITIES                                                                                                                                                       |  |                   | 42,841  |                  |  
|                                                                                                                                                                               |  |                   |         |                  |  
|SHAREHOLDERS EQUITY                                                                                                                                                           |  |                   |         |                  |  
|Common Stock, $.01 par value; 100,000,000 authorized; 10,395,078 and and        10,338,816 shares outstanding at September 30, 2002 and December 31,
2001,        respectively |  |                   | 104     |                  |  
|Redeemable Preferred Stock, $.01 par value; 10,000,000 authorized; none issued        and outstanding                                                                          |  |                   |        |                  |  
|Capital in excess of par                                                                                                                                                       |  |                   | 157,831 |                  |  
|Retained earnings                                                                                                                                                              |  |                   | 90,628  |                  |  
|Accumulated other comprehensive loss                                                                                                                                           |  |                   | (2,677  | )                |  
|                                                                                                                                                                               |  |                   |         |                  |  
|TOTAL SHAREHOLDERS EQUITY                                                                                                                                                     |  |                   | 245,886 |                  |  
|                                                                                                                                                                               |  |                   |         |                  |  
|                                                                                                                                                                               |  |                   |         |                  |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                     |  | $                 | 634,224 |                  | $
|                                                                                                                                                                               |  |                   |         |                  |  

See notes to consolidated financial statements





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AMERISTEEL CORPORATION & SUBSIDIARYCONSOLIDATED STATEMENTS OF INCOME

(US$ in thousands except per share data)

|                                                                               |  | Nine Months Ended |         | Three Months Ended |  
|------------------------------------------------------------------------------ |  | ----------------- | ------- | ------------------ | -
|                                                                               |  |                   |         |                    |  
|                                                                               |  | September 30,2002 |         | September 30,2001  |  
|                                                                               |  | (Unaudited)       |         | (Unaudited)        |  
|                                                                               |  |                   |         |                    |  
|GROSS SALES                                                                    |  | $                 | 561,976 |                    | $
|                                                                               |  |                   |         |                    |  
|Operating Expenses:                                                            |  |                   |         |                    |  
|Cost of sales, excluding depreciation                                          |  |                   | 483,641 |                    |  
|Selling and administrative                                                     |  |                   | 29,794  |                    |  
|Depreciation                                                                   |  |                   | 20,789  |                    |  
|Amortization of goodwill                                                       |  |                   |        |                    |  
|Other operating expense (income)                                               |  |                   | 1,007   |                    |  
|                                                                               |  |                   |         |                    |  
|                                                                               |  |                   | 535,231 |                    |  
|                                                                               |  |                   |         |                    |  
|                                                                               |  |                   |         |                    |  
|INCOME FROM OPERATIONS                                                         |  |                   | 26,745  |                    |  
|                                                                               |  |                   |         |                    |  
|Other Expenses:                                                                |  |                   |         |                    |  
|Interest                                                                       |  |                   | 7,994   |                    |  
|Amortization of deferred financing costs                                       |  |                   | 335     |                    |  
|                                                                               |  |                   |         |                    |  
|                                                                               |  |                   | 8,329   |                    |  
|                                                                               |  |                   |         |                    |  
|                                                                               |  |                   |         |                    |  
|INCOME BEFORE INCOME TAXES                                                     |  |                   | 18,416  |                    |  
|                                                                               |  |                   |         |                    |  
|Income taxes                                                                   |  |                   | 7,366   |                    |  
|                                                                               |  |                   |         |                    |  
|                                                                               |  |                   |         |                    |  
|NET INCOME                                                                     |  |                   | 11,050  |                    |  
|                                                                               |  |                   |         |                    |  
|PREFERRED STOCK DIVIDENDS                                                      |  |                   |        |                    |  
|                                                                               |  |                   |         |                    |  
|                                                                               |  |                   |         |                    |  
|NET INCOME APPLICABLE TO COMMON     STOCK                                      |  | $                 | 11,050  |                    | $
|                                                                               |  |                   |         |                    |  
|                                                                               |  |                   |         |                    |  
|PER COMMON SHARE - BASIC                                                       |  | $                 | 1.07    |                    | $
|                                                                               |  |                   |         |                    |  
|PER COMMON SHARE - DILUTED                                                     |  | $                 | 1.07    |                    | $
|                                                                               |  |                   |         |                    |  
|Weighted average number of common shares     outstanding                       |  |                   | 10,338  |                    |  
|                                                                               |  |                   |         |                    |  
|Weighted average number of common and common     equivalent shares outstanding |  |                   | 10,361  |                    |  
|                                                                               |  |                   |         |                    |  
|Other comprehensive income, net of tax:                                        |  |                   |         |                    |  
|Net income                                                                     |  | $                 | 11,050  |                    | $
|Other comprehensive loss                                                       |  |                   |         |                    |  
|Unrealized loss on marketable securities                                       |  |                   |        |                    |  
|Derivative loss                                                                |  |                   | (2,514  | )                  |  
|                                                                               |  |                   |         |                    |  
|Comprehensive income                                                           |  | $                 | 8,536   |                    | $
|                                                                               |  |                   |         |                    |  

See notes to consolidated financial statements





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AMERISTEEL CORPORATION & SUBSIDIARYCONSOLIDATED STATEMENTS OF CASH FLOWS

(US$in thousands)

|                                                                     |  | Nine Months Ended            |        
|-------------------------------------------------------------------- |  | ---------------------------- | -------
|                                                                     |  |                              |        
|                                                                     |  | September 30,2002(Unaudited) |        
|                                                                     |  |                              |        
|OPERATING ACTIVITIES                                                 |  |                              |        
|Net income                                                           |  | $                            | 11,050 
|Adjustments to reconcile net income to net cash                      |  |                              |        
|Provided by operating activities:                                    |  |                              |        
|Depreciation and amortization                                        |  |                              | 21,124 
|Other                                                                |  |                              | 158    
|Changes in operating assets and liabilities:                         |  |                              |        
|Accounts receivable                                                  |  |                              | (22,773
|Inventories                                                          |  |                              | 3,696  
|Other assets                                                         |  |                              | (1,349 
|Current and other liabilities                                        |  |                              | 11,802 
|                                                                     |  |                              |        
|NET CASH PROVIDED BY OPERATING ACTIVITIES                            |  |                              | 23,708 
|                                                                     |  |                              |        
|INVESTING ACTIVITIES                                                 |  |                              |        
|Additions to property, plant and equipment                           |  |                              | (17,648
|Purchase price for acquisitions                                      |  |                              | (8,356 
|Proceeds from sales of property, plant and equipment                 |  |                              | 134    
|Proceeds from sale of assets held for sale                           |  |                              |       
|                                                                     |  |                              |        
|NET CASH USED IN INVESTING ACTIVITIES                                |  |                              | (20,686
|                                                                     |  |                              |        
|FINANCING ACTIVITIES                                                 |  |                              |        
|Proceeds from (payments of) short term and long term borrowings, net |  |                              | 4,782  
|Additions to deferred financing costs                                |  |                              |       
|Proceeds from issuance of preferred stock                            |  |                              |       
|Proceeds from issuance of common stock                               |  |                              | 857    
|Redemption of common stock                                           |  |                              | (77    
|Dividends declared                                                   |  |                              |       
|                                                                     |  |                              |        
|NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                  |  |                              | 5,562  
|                                                                     |  |                              |        
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     |  |                              | 3,400  
|                                                                     |  |                              |        
|Cash and cash equivalents at beginning of period                     |  |                              | 5,087  
|                                                                     |  |                              |        
|                                                                     |  |                              |        
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                           |  | $                            | 8,487  
|                                                                     |  |                              |        

See notes to consolidated financial statements





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AMERISTEEL CORPORATION & SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A  ORGANIZATION,
BUSINESS & BASIS OF PRESENTATION

The consolidated financial statements include the accounts of AmeriSteel Corporation (AmeriSteel), a Florida corporation, and its majority owned subsidiary,
AmeriSteel Bright Bar, Inc. (ABB), a Florida corporation (together, the Company) after elimination of all significant intercompany balances and transactions. The Company operates in the steel production and fabrication
industry. Its headquarters are located in Tampa, Florida, and its operations are located throughout the eastern half of the United States.

On October 23, 2002, the sole owner (Gerdau U.S.A., Inc., or
GUSA1) of the Companys parent (FLS Holdings, Inc., or FLS) was merged into FLS, which then changed its name to Gerdau, U.S.A., Inc. (GUSA). As a result, the Company is a majority-owned subsidiary of GUSA
whose only business is to own common stock of the Company. GUSA, which owns 87% of the common stock of the Company, is an indirect majority owned subsidiary of Gerdau Ameristeel Corporation, a Canadian corporation. The ultimate majority owner of
Gerdau Ameristeel Corporation is a Brazilian steel manufacturer, Gerdau S.A. The Gerdau family of companies acquired majority ownership of Gerdau Ameristeel Corporation in October 2002. GUSA1 acquired 88% of FLS in September 1999, resulting in a
change of control, and the remaining 12% in September 2000, in each instance from Kyoei Steel Ltd. An institutional investor owns approximately 4% of the common stock of the Company. Executives, other employees and related persons own the remaining
9% of the Companys common stock. Push-down accounting has not been applied to the financial statements of the Company as a result of a change of control in September 1999. Accordingly, the historical cost basis of the Companys assets
have not been changed.

On March 13, 2001, AmeriSteel formed ABB. On April 2, 2001, ABB merged with American Bright Bar of Orrville, Ohio, a producer of cold drawn flat bars. ABB acquired all of American Bright
Bars assets.

On December 28, 2001, the Company acquired certain assets and assumed certain liabilities of the Cartersville, Georgia mill (Cartersville), a producer of structural steel
products, from Birmingham Steel Corporation. In a separate transaction on the same date, the Company acquired certain assets that were being leased by Cartersville from the existing lessor group for cash and negotiated a new operating lease. The
transactions are accounted for as a business combination.

Unaudited proforma consolidated results of operations for the quarter and nine months ended September 30, 2001 reflecting the business combination of the
Cartersville mill are presented in the table below. The proforma results assume the Cartersville acquisition was completed on the first day of the respective periods. Interest expense, which is not directly charged to the mill, is based on projected
capital employed and actual average interest rates for the respective periods.

|                           |  | Nine Months Ended             |         | Three Months Ended |  
|-------------------------- |  | ----------------------------- | ------- | ------------------ | -
|                           |  |                               |         |                    |  
|                           |  | September 30, 2001            |        
|                           |  |                               |        
|                           |  | (US$ in thousands, unaudited) |        
|Net sales                  |  | $                             | 587,915 |                    | $
|Income before income taxes |  |                               | 8,539   |                    |  
|Net income                 |  |                               | 3,761   |                    |  

Management believes that the results of operations of Cartersville in the proforma periods are not reflective of those which would have been achieved under current management and
operating conditions. For the three months and nine months ended September 30, 2002, Cartersville operating income was $(.1) million and $1.0 million, respectively.



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AMERISTEEL CORPORATION & SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

On June 24,
2002, the Company acquired certain assets and assumed certain liabilities of Republic Technologies cold drawn plant in Cartersville, Georgia, to complement the operations of ABB. The purchase price was $8.4 million and the transaction was
accounted for as a business combination. The plant was reopened and commenced operations on July 2, 2002.

The accompanying unaudited consolidated financial statements have been prepared in accordance with the
instructions for Form 10-Q and, therefore, do not include all the information or footnotes necessary for a complete presentation of financial condition, results of operations and cash flows in conformity with generally accepted accounting
principles. However all adjustments which, in the opinion of management, are necessary for a fair presentation have been included. Such adjustments consisted of only normally recurring items.

These condensed
financial statements should be read in conjunction with the financial statements and the notes thereto included in the Companys latest annual report on Form 10-K. The results of the three months and nine months ended September 30, 2002 are not
necessarily indicative of the results to be expected for future periods.

NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Property Plant and
Equipment: Property, plant and equipment are stated at cost. Major renewals and betterments are capitalized and depreciated over their estimated useful lives. Maintenance and repair expenses are charged against operating
expenses as incurred; however, as is typical in the industry, certain major maintenance requires occasional shutdown and production curtailment. The Company accrues for planned periodic major maintenance activities and the estimated cost of these
shutdowns. The Company has accrued $1.3 million as of September 30, 2002 and 2001, for maintenance.

Earnings per Common Share: Basic earnings per common share is based upon the
weighted average number of common shares outstanding during the period and the diluted earnings per common share is based upon the weighted average number of common shares plus the dilutive common equivalent shares outstanding during the period. The
following is a reconciliation of the basic and diluted earnings per common share computations shown on the face of the accompanying consolidated statements of income (in thousands, except per share data):

|                                                                               |  | Nine Months EndedSeptember 30, |        | Three Months EndedSeptember 30, |  
|------------------------------------------------------------------------------ |  | ------------------------------ | ------ | ------------------------------- | -
|                                                                               |  |                                |        |                                 |  
|                                                                               |  | 2002(unaudited)                |        | 2001(unaudited)                 |  
|                                                                               |  |                                |        |                                 |  
|Net income applicable to common stock                                          |  | $                              | 11,050 |                                 | $
|                                                                               |  |                                |        |                                 |  
|Weighted average number of common shares                                       |  |                                |        |                                 |  
|Outstanding                                                                    |  |                                | 10,338 |                                 |  
|Dilutive effect of stock option plans                                          |  |                                | 24     |                                 |  
|                                                                               |  |                                |        |                                 |  
|Weighted average number of common and     common equivalent shares outstanding |  |                                | 10,361 |                                 |  
|                                                                               |  |                                |        |                                 |  
|Basic EPS:                                                                     |  |                                |        |                                 |  
|Net income applicable to common stock                                          |  | $                              | 1.07   |                                 | $
|                                                                               |  |                                |        |                                 |  
|                                                                               |  |                                |        |                                 |  
|Diluted EPS:                                                                   |  |                                |        |                                 |  
|Net income applicable to common stock                                          |  | $                              | 1.07   |                                 | $
|                                                                               |  |                                |        |                                 |  

Other comprehensive income: Other comprehensive income represents the unrealized loss on marketable securities held for sale and the unrealized gain on
hedging financial instruments. The derivative loss represents the after tax change in the mark-to-market valuation of the interest rate swaps. The change from period to period is indicative of current interest rate expectations over the remaining
life of the swaps (swap yield curves) relative to the swap yield curve at the time the swaps were entered into.



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AMERISTEEL CORPORATION & SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

Recent
accounting pronouncements: In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 142 Goodwill and Other Intangible Assets (SFAS 142). SFAS 142 provides that goodwill and
intangible assets which have indefinite useful lives will not be amortized but rather will be tested at least annually for impairment. The provisions of SFAS 142 are effective for fiscal years beginning after December 15, 2001. At June 30, 2002, the
Company did not have indefinite lived intangible assets other than goodwill and did not have any intangible assets with definite lives. The Company has adopted SFAS 142 and no longer amortizes goodwill resulting in improved income from operations of
approximately $1.1 million per quarter and $4.4 million annually, or $.43 per basic common share, in 2002. SFAS 142 prescribes a two-phase process for impairment testing of goodwill. The Company completed its first phase impairment analysis and
found no impairment of its recorded goodwill; accordingly, the second phase, absent future indications of impairment, was not necessary during 2002.

In August 2001, the FASB issued SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144), that addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS 144 requires that one accounting model be used for
long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions. The implementation of this standard did not have a significant impact on the Company.

Derivatives: The Company has adopted Statement of Financial Accounting Standards No. 133 (SFAS No. 133), Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS
137 and SFAS 138. SFAS 133 establishes accounting and reporting standards for derivative financial instruments and requires that derivative instruments be recorded in the balance sheet as either an asset or liability measured at their fair value.
SFAS 133 allows that changes in the derivative fair values that are designated effective and qualify as cash flow hedges can be deferred and recorded as a component of accumulated other comprehensive income until the hedged transactions occur and
are recognized in earnings. The ineffective portion of a hedging derivatives change in fair value will be immediately recognized in earnings. For derivative instruments that do not qualify as cash flow hedges, SFAS 133 requires that changes in
the derivative fair values be recognized in earnings in the period of change.

In order to reduce its exposure to interest rate fluctuations, the Company entered into interest rate swap agreements in August and
September 2001 that are considered cash flow hedges. The interest rate swaps have a notional value of $55 million with the Company paying a fixed interest rate (ranging between 4.75% and 5.28%) and receiving a variable interest rate based on
three-month LIBOR. The underlying hedged instruments are specific tranches of LIBOR based revolving credit and term loan borrowings under the Companys Revolving Credit Agreement. The Company tests effectiveness of the swaps on a quarterly
basis using the hypothetical derivative method prescribed by SFAS 133. Each period, the fair value of the interest rate swap agreements is recorded on the balance sheet. The effective portion of the swap agreements is deferred in
accumulated other comprehensive income until the hedged transaction occurs and is recognized in income. The ineffective portion of the swap agreements is recognized in income immediately.

Reclassifications: Certain accounts in prior periods have been restated to conform to current accounting treatment.



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AMERISTEEL CORPORATION & SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

NOTE C
 INVENTORIES

Inventories consist of the following:(US$ in thousands)

|                                     |  | September 30, 2002 |         | December 31, 2001 |  
|------------------------------------ |  | ------------------ | ------- | ----------------- | -
|                                     |  |                    |         |                   |  
|                                     |  | (Unaudited)        |         |                   |  
|                                     |  |                    |         |                   |  
|Finished goods                       |  | $                  | 87,304  |                   | $
|Work-in-process                      |  |                    | 11,800  |                   |  
|Raw materials and operating supplies |  |                    | 41,331  |                   |  
|                                     |  |                    |         |                   |  
|                                     |  | $                  | 140,435 |                   | $
|                                     |  |                    |         |                   |  

NOTE D  BORROWINGS

Long-term borrowings consist of the following:(US$ in thousands)

|                           |  | September 30, 2002 |         | December 31, 2001 |  
|-------------------------- |  | ------------------ | ------- | ----------------- | -
|                           |  |                    |         |                   |  
|                           |  | (Unaudited)        |         |                   |  
|Term Loan                  |  | $                  | 75,000  |                   | $
|Revolving Loan             |  |                    | 100,400 |                   |  
|Industrial Revenue Bonds   |  |                    | 36,795  |                   |  
|Subsidiary Debt            |  |                    | 3,652   |                   |  
|TVA Loan                   |  |                    | 853     |                   |  
|Capital Lease              |  |                    | 24      |                   |  
|                           |  |                    |         |                   |  
|Total Borrowings           |  |                    | 216,724 |                   |  
|Less Current Maturities    |  |                    | (25,604 | )                 |  
|                           |  |                    |         |                   |  
|Total long-term borrowings |  | $                  | 191,120 |                   | $
|                           |  |                    |         |                   |  

The Companys primary financial obligation outstanding as of September 30, 2002 was under its $285 million credit facility (the Revolving Credit Agreement) that
includes a $100 million term loan that began amortizing at the rate of 25% per year in December 2001 and a $185 million revolving loan due in 2005. The Revolving Credit Agreement is collateralized by first priority security interests in
substantially all accounts receivable and inventory of the Company as well as a lien on the Companys Charlotte Mill property, plant and equipment. Loans under the Revolving Credit Agreement bear interest at a per annum rate equal to one of
several rate options (LIBOR, Fed Funds, or Prime Rate) based on the facility chosen at the time of borrowing plus an applicable margin determined by tests of performance from time to time. The rate options for the tranches being hedged are always
the same. The effective interest rate on the Revolving Credit Agreement at September 30, 2002 was approximately 4.0%.

As part of the acquisition of the Cartersville, Georgia cold drawn operation, the Company
assumed an Industrial Revenue Bond in the amount of $3.6 million that matures in 2018.

Subsidiary Debt represents a bank loan of ABB secured by its machinery and equipment. The loan matures in 2011 with
amortization payments that began in July 2001. The loan currently bears interest at the rate of approximately 7.2% per year with the rate scheduled to reset June 2005 and every three years thereafter based on prime plus 1%. The Company is a
guarantor of the loan.



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AMERISTEEL CORPORATION & SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

NOTE E
 ENVIRONMENTAL MATTERS

As the Company is involved in the manufacture of steel, it produces and uses certain substances that may pose environmental hazards. The principal hazardous waste generated by
current and past operations is Emission Control (EC) dust, a residual from the production of steel in electric arc furnaces. Environmental legislation and regulation at both the federal and state level over EC dust is subject to change,
which may change the cost of compliance. While EC dust is generated in current production processes, such EC dust is being collected, handled and disposed of in a manner that management believes meets all current federal and state environmental
regulations. The costs of collection and disposal of EC dust are being expensed as operating costs when incurred. In addition, the Company has handled and disposed of EC dust in other manners in previous years, and is responsible for the remediation
of certain sites where such EC dust was generated and/or disposed.

In general, the Companys estimate of remediation costs is based on its review of each site and the nature of the anticipated remediation
activities to be undertaken. The Companys process for estimating such remediation costs includes determining for each site the expected remediation methods, and the estimated cost for each step of the remediation. In such determinations, the
Company may employ outside consultants and providers of such remedial services to assist in making such determinations. Although the ultimate costs associated with the remediation are not known precisely, the Company estimated the total remaining
costs to be approximately $2.7 million with these costs recorded as a liability at September 30, 2002, of which the Company expects to pay approximately $.9 million within one year.

Based on past use of certain
technologies and remediation methods by third parties, evaluation of those technologies and methods by the Companys consultants and third-party estimates of costs of remediation-related services provided to the Company or which the Company and
its consultants are aware, the Company and its consultants believe that the Companys cost estimates are reasonable. Considering the uncertainties inherent in determining the costs associated with the clean-up of such contamination, including
the time periods over which such costs must be paid, the extent of contribution by parties which are jointly and severally liable, and the nature and timing of payments to be made under cost sharing arrangements, there can be no assurance the
ultimate costs of remediation may not be greater or less than the estimated remediation costs.

In April 2001, the Company was notified by the United States Environmental Protection Agency (the EPA)
of an investigation that may identify the Company as a potential responsible party (PRP) in a Superfund Site in Pelham, Georgia. The Pelham site was a fertilizer manufacturer in operation from 1910 through 1992, lastly operated by
Stoller Chemical Company, a now bankrupt corporation. The EPA offered a settlement to the named PRPs under which the Companys allocation was approximately $1.8 million. The Company objects to its inclusion as a PRP in this site and is pursuing
legal alternatives, including the addition of larger third parties to the allocation which the Company feels were incorrectly excluded from the original settlement offer. The EPA has filed suit with the Company named as a defendant. As the ultimate
exposure to the Company, if any, is uncertain, no liability has been established for this site.



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AMERISTEEL CORPORATION & SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

NOTE F
 SEGMENT INFORMATION

The Company is organized into two primary business segments: (a) Mill Operations and (b) Steel Fabrication. Steel products sold to the fabricating divisions are sold at market
prices with intracompany transactions eliminated upon consolidation. Performance is evaluated and resources allocated based on specific segment requirements and measurable factors. Segment assets are those assets that are specifically identified
with the operations in each operational segment. Corporate assets include primarily cash, assets held for sale, some property, plant and equipment, deferred income taxes and deferred financing costs. Corporate expense includes corporate headquarters
staff, including executive management, human resources, finance and accounting, procurement and environmental, and management information systems. Included in these respective areas are payroll costs, travel and entertainment, professional fees and
other costs that may not be directly attributable to either specific segment.

Operational results and other financial data for the two manufacturing segments for the three and nine months ended September 30,
2001 and September 30, 2002, are presented below:

|Three Months Ended September 30, 2001 |  | Mill Operations    |        | Steel Fabrication |   | TotalSegments | 
|------------------------------------- |  | ------------------ | ------ | ----------------- | - | ------------- | 
|                                      |  |                    |        |                   |   |               | 
|                                      |  | (US$ in thousands) |       
|Revenue from external customers       |  | $                  | 93,912 |                   | $ | 74,744        | 
|Intracompany revenues                 |  |                    | 55,929 |                   |   |              | 
|Segment profit                        |  |                    | 8,370  |                   |   | 3,037         | 

|Three Months Ended September 30, 2002 |  | Mill Operations    |         | Steel Fabrication |   | TotalSegments | 
|------------------------------------- |  | ------------------ | ------- | ----------------- | - | ------------- | 
|                                      |  |                    |         |                   |   |               | 
|                                      |  | (US$ in thousands) |        
|Revenue from external customers       |  | $                  | 122,602 |                   | $ | 69,790        | 
|Intracompany revenues                 |  |                    | 44,588  |                   |   |              | 
|Segment profit                        |  |                    | 3,538   |                   |   | 3,741         | 

|Nine Months Ended September 30, 2001 |  | Mill Operations    |         | Steel Fabrication |   | TotalSegments | 
|------------------------------------ |  | ------------------ | ------- | ----------------- | - | ------------- | 
|                                     |  |                    |         |                   |   |               | 
|                                     |  | (US$ in thousands) |        
|Revenue from external customers      |  | $                  | 288,022 |                   | $ | 213,826       | 
|Intracompany revenues                |  |                    | 147,164 |                   |   |              | 
|Segment profit                       |  |                    | 14,654  |                   |   | 13,458        | 

|Nine Months Ended September 30, 2002 |  | Mill Operations    |         | Steel Fabrication |   | TotalSegments | 
|------------------------------------ |  | ------------------ | ------- | ----------------- | - | ------------- | 
|                                     |  |                    |         |                   |   |               | 
|                                     |  | (US$ in thousands) |        
|Revenue from external customers      |  | $                  | 356,175 |                   | $ | 205,801       | 
|Intracompany revenues                |  |                    | 120,690 |                   |   |              | 
|Segment profit                       |  |                    | 18,807  |                   |   | 9,068         | 





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AMERISTEEL CORPORATION & SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

Reconciliation of reportable segments to consolidated total:

|                                               |  | Nine MonthsEndedSeptember 30,2002 |          | Nine MonthsEndedSeptember 30,2001 |   | Three MonthsEndedSeptember 30,2002 |   | Three MonthsEndedSeptember 30,2001 |        
|---------------------------------------------- |  | --------------------------------- | -------- | --------------------------------- | - | ---------------------------------- | - | ---------------------------------- | -------
|                                               |  |                                   |          |                                   |   |                                    |   |                                    |        
|                                               |  | (US$ in thousands)                |         
|Revenues                                       |  |                                   |          |                                   |   |                                    |   |                                    |        
|Total segments revenues                        |  | $                                 | 682,666  |                                   | $ | 649,012                            |   | $                                  | 236,980
|Elimination of intersegment revenues           |  |                                   | (120,690 | )                                 |   | (147,164                           | ) |                                    | (44,588
|                                               |  |                                   |          |                                   |   |                                    |   |                                    |        
|Consolidated revenues                          |  | $                                 | 561,976  |                                   | $ | 501,848                            |   | $                                  | 192,392
|                                               |  |                                   |          |                                   |   |                                    |   |                                    |        
|Profit                                         |  |                                   |          |                                   |   |                                    |   |                                    |        
|Total segments profit                          |  | $                                 | 27,875   |                                   | $ | 28,112                             |   | $                                  | 7,279  
|Other profit or loss                           |  |                                   | (1,007   | )                                 |   | 308                                |   |                                    | (95    
|Elimination of intersegment profits            |  |                                   | 1,205    |                                   |   | (170                               | ) |                                    | 920    
|Unallocated amounts:                           |  |                                   |          |                                   |   |                                    |   |                                    |        
|Other corporate expense                        |  |                                   | (1,328   | )                                 |   | (502                               | ) |                                    | (700   
|Unallocated interest expense                   |  |                                   | (8,329   | )                                 |   | (9,848                             | ) |                                    | (2,811 
|                                               |  |                                   |          |                                   |   |                                    |   |                                    |        
|Consolidated income before income        taxes |  | $                                 | 18,416   |                                   | $ | 17,900                             |   | $                                  | 4,593  
|                                               |  |                                   |          |                                   |   |                                    |   |                                    |        

ITEM 2.      MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS

Managements Discussion and Analysis of Financial Condition & Results of Operations are based on AmeriSteels consolidated financial statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The Company reviews the accounting policies used in reporting its financial results on a regular basis. The preparation of these financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on historical experience and on various other factors that management believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and judgments under
different assumptions or conditions.

Critical Accounting Policies

The following critical accounting policies, among others discussed throughout the
Managements Discussion and Analysis and the Notes to the Consolidated Financial Statements, involve the more significant estimates and judgments used in the preparation of AmeriSteels consolidated financial statements.

Revenue Recognition And Allowance For Doubtful Accounts

AmeriSteel recognizes revenues in accordance with the Securities and Exchange Commissions Staff Accounting Bulletin
(SAB) 101, Revenue Recognition in Financial Statements. Generally, AmeriSteel recognizes revenues when earned, and the risks and rewards of ownership have transferred to the buyer.

The Company generally
recognizes revenues from sales and the allowance for estimated costs associated with returns from these sales when the product is shipped. Provisions are made for estimated product returns and customer claims based on estimates and actual historical
experience. If the historical data used in the estimates does not reflect future returns and claims trends, additional



---

provisions may be necessary. An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of customers to make required payments. If the financial
condition of customers were to deteriorate, resulting in the impairment of their ability to make payments, additional allowance may be required.

Allowance For Uncollectible Receivables

The allowance for all potentially uncollectible receivables is based on a combination of historical data, cash payment trends, specific customer issues, write off trends, general economic conditions and other factors. These
factors are continuously monitored by management to arrive at the estimate for the amount of accounts receivable that may be ultimately uncollectible. This analysis requires the Company to make significant estimates, and changes in facts and
circumstances could result in material changes in the allowance for uncollectible receivables.

Impairment Of Goodwill

The Company periodically evaluates acquired
businesses for potential impairment indicators. Judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance of acquired businesses. Future events could cause the Company to
conclude that impairment indicators exist and that goodwill associated with acquired businesses is impaired. Any resulting impairment loss could have a material adverse impact on financial condition and results of operations.

Impairments Of Long-Lived Assets

In accordance with the methodology described in Statement of Financial Accounting Standards (FAS) No. 144, Accounting for the Impairment and
Disposal of Long-Lived Assets, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Impairment losses would be recorded on
long-lived assets used in operations when indicators of impairment were present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. The impairment loss is measured by comparing
the fair value of the asset to its carrying amount.

Deferred Tax Assets And Liabilities

The Company recognizes deferred tax assets and liabilities based on the
differences between the financial statement carrying amounts and the tax basis of assets and liabilities. AmeriSteel regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance based on historical taxable
income, projected future taxable income, and the expected timing of the reversals of existing temporary differences. If the Company was to operate at a loss for a continued period, or was unable to generate sufficient future taxable income, or if
there were a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, the Company could be required to establish a valuation allowance against all or a
significant portion of our deferred tax assets resulting in a substantial increase in its effective tax rate and a material adverse impact on its operating results.

Accident Claims Reserves

The Company is self-insured up to the respective stop-loss limits for general, auto and product and workers compensation liability claims. In developing liability reserves, the Company relies on professional third party
claims administrators, insurance company estimates and the judgment of its own safety department personnel. This analysis requires the Company to make significant estimates, and changes in facts and circumstances could result in material changes in
the accident claims reserves.



---

Environmental Liabilities

The Company has reserved for potential environmental liabilities based on the best estimates of potential clean-up and
remediation estimates for known environmental sites. The Company employs a staff of environmental experts to administer all phases of its environmental programs, and uses outside experts where needed. These professionals develop estimates of
potential liabilities at these sites based on projected and known remediation costs. This analysis requires the Company to make significant estimates, and changes in facts and circumstances could result in material changes in the environmental
accrual.

Factors That May Affect Operating Results

This report contains certain forward-looking statements that are based on the beliefs of the Companys
management, as well as assumptions made by, and information currently available to, the Companys management. Such statements include, among others, (i) the highly cyclical nature and seasonality of the steel industry, (ii) the fluctuations in
the cost and availability of raw materials, (iii) the possibility of excess production capacity, (iv) global econometrics and the potential for unfair dumping of imports, (v) the risks associated with potential acquisitions, (vi) further
opportunities for industry consolidation, (vii) the impact of inflation, (viii) the potential costs of environmental compliance, and (ix) the fluctuations in the cost of electricity. Because such statements involve risks and uncertainties, actual
actions and strategies and the timing and expected results thereof may differ materially from those expressed or implied by such forward-looking statements. The following presentation of managements discussion and analysis of the
Companys financial condition and results of operations should be read in conjunction with the Companys Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

General

The results of operations of the Company are largely dependent on the level of construction and general economic activity in the U.S. The Companys sales are seasonal with sales in
the June and September quarters generally stronger than the rest of the year. The Companys cost of sales includes the cost of its primary raw material, steel scrap, the cost of converting scrap to finished steel products, the cost of
warehousing and handling finished steel products and freight costs. The following table sets forth information regarding recent results of operations.



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AMERISTEEL CORPORATIONRESULTS OF OPERATIONS (unaudited)(in thousands, except per to and per share data)

|                                                    |  | Nine Months Ended            |         | Three Months Ended           |  
|--------------------------------------------------- |  | ---------------------------- | ------- | ---------------------------- | -
|                                                    |  |                              |         |                              |  
|                                                    |  | September 30,2002(Unaudited) |         | September 30,2001(Unaudited) |  
|                                                    |  |                              |         |                              |  
|                                                    |  |                              |         |                              |  
|Gross Sales                                         |  | $                            | 561,976 |                              | $
|                                                    |  |                              |         |                              |  
|Cost of sales                                       |  |                              | 483,641 |                              |  
|Cost of sales as percent of sales                   |  |                              | 86.1    | %                            |  
|Selling and administrative                          |  |                              | 29,794  |                              |  
|Depreciation                                        |  |                              | 20,789  |                              |  
|Amortization of goodwill                            |  |                              |        |                              |  
|Other operating expense (income)                    |  |                              | 1,007   |                              |  
|                                                    |  |                              |         |                              |  
|                                                    |  |                              | 535,231 |                              |  
|                                                    |  |                              |         |                              |  
|Income from operations                              |  |                              | 26,745  |                              |  
|Other Expenses:                                     |  |                              |         |                              |  
|Interest                                            |  |                              | 7,994   |                              |  
|Amortization of deferred financing          costs   |  |                              | 335     |                              |  
|                                                    |  |                              |         |                              |  
|Income before income taxes                          |  |                              | 18,416  |                              |  
|Income taxes                                        |  |                              | 7,366   |                              |  
|                                                    |  |                              |         |                              |  
|Net income                                          |  | $                            | 11,050  |                              | $
|                                                    |  |                              |         |                              |  
|                                                    |  |                              |         |                              |  
|EPS  Basic applicable to common stock              |  | $                            | 1.07    |                              | $
|EPS - Diluted applicable to common     stock        |  | $                            | 1.07    |                              | $
|EBITDA*                                             |  | $                            | 47,849  |                              | $
|EBITDA margin                                       |  |                              | 8.5     | %                            |  
|Capital expenditures                                |  |                              | 17,648  |                              |  
|Ratio of EBITDA to interest expense                 |  |                              | 6.0     | x                            |  
|EBITDA  (ttm)**                                    |  | $                            | 62,375  |                              | $
|Ratio of total debt to EBITDA (ttm)                 |  |                              | 3.60    | x                            |  
|Shipped Tons                                        |  |                              |         |                              |  
|Stock rebar                                         |  |                              | 519     |                              |  
|Merchant bar                                        |  |                              | 695     |                              |  
|Rods                                                |  |                              | 97      |                              |  
|                                                    |  |                              |         |                              |  
|Subtotal mill finished goods                        |  |                              | 1,311   |                              |  
|Fabricated rebar                                    |  |                              | 344     |                              |  
|Billets                                             |  |                              | 55      |                              |  
|                                                    |  |                              |         |                              |  
|Total shipped tons                                  |  |                              | 1,710   |                              |  
|                                                    |  |                              |         |                              |  
|Average Selling Prices ($ Per Ton)                  |  |                              |         |                              |  
|Mill finished goods                                 |  |                              |         |                              |  
|Stock rebar                                         |  | $                            | 268     |                              | $
|Merchant bar                                        |  |                              | 294     |                              |  
|Rods                                                |  |                              | 295     |                              |  
|                                                    |  |                              |         |                              |  
|Average mill finished goods                         |  |                              | 283     |                              |  
|Fabricated rebar                                    |  |                              | 415     |                              |  
|Billets                                             |  |                              | 202     |                              |  
|Average mill finished goods prices        (per ton) |  | $                            | 283     |                              | $
|Average yielded scrap cost (per ton)                |  |                              | 97      |                              |  
|                                                    |  |                              |         |                              |  
|Average metal spread (per ton)                      |  | $                            | 186     |                              | $
|                                                    |  |                              |         |                              |  
|Average mill conversion costs (per        ton)      |  | $                            | 129     |                              | $
|                                                    |  |                              |         |                              |  





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AMERISTEEL CORPORATIONSUMMARY CONSOLIDATED FINANCIAL INFORMATION (CONT.)

|                                    |  | September 30,2002 |         | September 30,2001 |  
|----------------------------------- |  | ----------------- | ------- | ----------------- | -
|                                    |  |                   |         |                   |  
|(US$000s)                           |  | (unaudited)       |         | (unaudited)       |  
|Total current assets                |  | $                 | 241,258 |                   | $
|Net property, plant & equipment     |  |                   | 313,387 |                   |  
|Total assets                        |  |                   | 634,224 |                   |  
|Current maturities of LT borrowings |  |                   | 25,604  |                   |  
|Total current liabilities           |  |                   | 128,961 |                   |  
|Long term borrowings                |  |                   | 191,120 |                   |  
|Total liabilities                   |  |                   | 388,338 |                   |  
|Shareholders equity                |  |                   | 245,886 |                   |  
|                                    |  |                   |         |                   |  
|Current ratio                       |  |                   | 1.9     | x                 |  
|Debt to capital ratio               |  |                   | 46.8    | %                 |  

| |  |  | * |  | EBITDA (earnings before interest taxes depreciation and amortization) excludes non-cash charges.
| |  |  | - |  | ------------------------------------------------------------------------------------------------

| |  |  | ** |  | ttm = trailing twelve months
| |  |  | -- |  | ----------------------------

The above summary financial data should be read in conjunction with the Companys Annual Report on Form 10-K as filed with the
Securities and Exchange Commission. Historical results are not necessarily indicative of the results to be expected for the current year.

Gross Sales: Revenues increased $23.7 million
and $60.1 million in the three months and nine months ended September 30, 2002 compared to 2001. The acquisition of the Cartersville mill in December 2001 resulted in additional revenues of $24.7 million and $68.4 million during the three months and
nine months ended September 30, 2002, respectively, primarily from the sale of merchant bars (inlcuding structurals). Excluding Cartersville, finished tons shipped remained relatively flat in the three month and nine month periods compared to the
same periods last year, however product mix shifted in response to market conditions. For the quarter ended September 30, 2002 rebar shipments increased offsetting merchant bar shipment decreases. For the nine months ended September 30, 2002
increased rod shipments offset lower rebar shipments. While overall average pricing improved sequentially from the June 30, 2002 quarter, average mill finished goods selling prices remained about the same for the three months ended September 30,
2002 compared with the same period last year, while prices increased approximately 2% in the nine months ended September 30, 2002 over the same period last year. However due to the changes in product mix, price changes resulted in a $600,000
increase in revenues for the three month periods ended September 30, 2002, and $4.7 million decrease in revenue in the nine months ended September 30, 2002. Average selling prices for rebar and merchant products have come off recent 15 year lows.
Implementation of Section 201 of the Trade Act of 1974 has resulted in tariffs of 15% on rebar and 30% for merchant bar. The Cartersville cold drawn facility acquired in July 2002 contributed $1.3 million in revenue during the quarter.

Cost of Sales: Yielded scrap costs, which comprise approximately 35% to 40% of the Companys cost of sales, averaged $108 per ton and $94 per ton in the three months ended September 30, 2002
and September 30, 2001, respectively. Prices have increased as a result of higher demand for scrap in other domestic steel markets as the Section 201 relief has resulted in increased production at domestic mills, primarily in the flat rolled market.
Mill conversion costs have remained flat relative to the same prior year periods, with the higher costs associated with Cartersville being offset by reductions in the other mills. Excluding Cartersville, conversion costs were approximately $128 per
ton and $124 per ton for the three months ended and the nine months ended September 30, 2002, compared to $127 per ton and $129 per ton in the same prior year periods, respectively.



---

Selling and Administrative: Selling and administrative expenses for the three months ended September 30, 2002 were approximately $1.2 million higher than the same
period last year due primarily to increased professional fees and the incremental costs associated with the acquired businesses, ABB and Cartersville. For the nine months ended September 30, 2002, selling and administrative costs were approximately
$3.7 million higher than the same period last year due to higher professional fees, improved performance incentive pay, severance pay and the incremental costs associated with ABB and Cartersville. The increased professional fees relate primarily to
consulting engagements for strategic development initiatives.

Other Operating Expense: Other operating expense in the three and nine months ended September 30, 2002 relates to the
closing of the Wilmington and St. Albans fabricating plants. Other operating income in the three months ended September 30, 2001 relates to an insurance deductible charge associated with the cesium melt at the Jacksonville mill in July 2001. Other
operating income in the nine months ended September 30, 2001 relates to prior year tax refunds less the insurance deductible.

Interest Expense: Interest expense decreased in the three
and nine months ended September 30, 2002 from the same prior year periods due to lower interest rates, which more than offset higher average borrowing. Higher average borrowing resulted from the Cartersville mill and cold drawn acquisitions, and
last years issuance of common and preferred stock which reduced debt in the comparable prior year periods. The Companys debt is primarily variable based LIBOR, some of which is hedged via a fixed rate interest swap.

Liquidity and Capital Resources

Net cash provided by operating activities for the nine months ended September 30, 2002 was $23.7 million compared to $75.0 for the same
period in the prior year due primarily to incremental working capital. Cartersville operations added approximately $10 million in accounts receivable and $7 million in inventories during the nine months ended September 30, 2002, while gradual price
increases have resulted in increased accounts receivable from existing operations. In the nine months ended September 30, 2002, the Company spent a combined $26.0 million related to capital projects, including $5.2 million to purchase fabricating
facilities in the northeast that had been leased, and $8.4 million related to the acquisition of the Cartersville cold drawn facility from Republic Technologies in June 2002. This compared to $26.1 million spent in the same prior year period, of
which $9.5 million related to the acquisition of ABB.

In February 2001, the Company sold approximately $15 million of common stock and in March 2001, sold approximately $10 million of newly authorized Series A
preferred stock, in each case to GUSA. The funds received were used for working capital purposes, for the reduction of debt, and for the acquisition of ABB. The Company bought back at fair value $5 million in June 2001 and $5 million in July 2001 of
the common stock sold in February 2001. In October 2001, the Company bought back at fair value the remaining shares issued in February and March 2001.

The closure of the Wilmington and St. Albans fabricating
facilities did not have a material effect on the cash flows during the quarter. Total charges relating to the closures amounted to approximately $1.0 million which included severance, lease buyouts and non-cash charges relating to equipment
disposals.

The Company believes that amounts available from operating cash flows and funds available through its Revolving Credit Agreement will be sufficient to meet its expected cash needs and planned capital
expenditures through the end of 2003. The Company is confident that it will be successful in any potential refinancing effort to replace the existing facility, if needed. The Company continues to comply with all of the covenants of its loan
agreements.

On October 23, 2002 AmeriSteels parent corporation, GUSA was part of a business combination involving GUSA, Gerdau Canadian mill operations MRM and Gerdau Courtice, and Co-Steel Inc. of Whitby,
Ontario, a Canadian company publicly traded on the Toronto Stock Exchange. Basically, Gerdau S. A., through one or more controlled entities, transferred its stock interests in the Gerdau companies to Co-Steel in exchange for majority ownership of
Co-Steel. The name of Co-Steel was the changed to Gerdau Ameristeel Corporation, the common shares of which are traded on the Toronto Stock Exchange under the symbol GNA.to. The business combination did not result in a change of control of
AmeriSteel, however certain



---

executives of AmeriSteel, most notably Phillip Casey and Tom Landa, will assume similar executive roles for the new entity, in addition to retaining those positions for AmeriSteel.
Management expects AmeriSteel will benefit from synergies to be achieved by the business combination, including savings in freight and sales, general and administrative costs.

|ITEM 3. | QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | --------------------------------------------------------

The interest rates charged on the Companys debt are predominantly variable, the majority of
which is based on LIBOR (London Interbank Offered Rate). In late 2001, the Company hedged $55 million of its debt via interest rate swaps that in effect result in a fixed interest rate on $55 million for a period of four to five years. As a result,
the Company has reduced its exposure to fluctuations in interest rates with the result being that approximately 75% of the Companys debt is subject to changes in interest expense due to fluctuations of interest rates in the markets. A 10%
change in interest rates would result in a change in annual interest expense of approximately $650,000.

The value of the Companys interest rate swaps changes from period to period due to changes in the
swap yield curve relative to the swap yield curve at the swaps inception, and adjusted for the shortening duration. Generally the market value of the swap instrument will decline as interest rates remain lower than previously forecasted and
will increase in value as interest rates rise faster than previously anticipated. The Company recognizes the changes in these mark-to-market valuations through other comprehensive income in accordance with FAS 133, Accounting for Derivative
Instruments and Hedging Activities.



---

|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Within the 90-day period prior to the date of this report, the Company carried out an evaluation, under the supervision and with the
participation of the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to
Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (the Exchange Act). Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures
are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiary) required to be included in the Company's Exchange Act filings.

There have been no significant
changes in the Companys internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

19



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PART II  OTHER INFORMATION

|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K
|------- | --------------------------------

| | (a)      The following documents are filed as exhibits to this Quarterly Report on Form 10-Q:
| | ---------------------------------------------------------------------------------------------

| |  | Exhibit 99 - Written Statement of Chief Executive Officer and Chief Financial Officer
| |  | -------------------------------------------------------------------------------------

| | (b)      Reports on Form 8-K:
| | -----------------------------

| |  | None.
| |  | -----

SIGNATURES

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.

|                        |  |  | AMERISTEELCORPORATION                                  
|----------------------- |  |  | -------------------------------------------------------
|Date: November 14, 2002 |  |  | /s/ PHILLIPE.CASEY                                     
|                        |  |  |                                                        
|                        |  |  | Phillip E. Casey, President and Chief Executive Officer

|                        |  |  |                                                                                                           
|----------------------- |  |  | ----------------------------------------------------------------------------------------------------------
|Date: November 14, 2002 |  |  | /s/ TOMJ.LANDA                                                                                            
|                        |  |  |                                                                                                           
|                        |  |  | Tom J. Landa, Vice President, Chief Financial Officer and Secretary(Principal Financial Officer); Director

|                        |  |  |                                                                  
|----------------------- |  |  | -----------------------------------------------------------------
|Date: November 14, 2002 |  |  | /s/ ROBERTPOWELL                                                 
|                        |  |  |                                                                  
|                        |  |  | Robert Powell, Corporate Controller(Principal Accounting Officer)



20







---

CERTIFICATIONS

I, Phillip E. Casey, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of AmeriSteel Corporation;

2.       Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.       The registrants other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | 
| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and                                                                                                  
| |    | 
| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                        

5.       The registrants other certifying officers and I have disclosed, based on our most recent evaluation,
to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):

| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | 
| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and                                                                                                                                        

6.       The registrants other certifying officers and I have indicated in this quarterly report whether or
not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: November 14, 2002

| |  |  |                                                      
| |  |  | -----------------------------------------------------
| |  |  | /s/ PHILLIPE.CASEY                                   
| |  |  |                                                      
| |  |  | Phillip E. CaseyPresident and Chief Executive Officer





---



I, Tom J. Landa, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of AmeriSteel Corporation;

2.       Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.       The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the registrant and we have:

| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | 
| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and                                                                                                  
| |    | 
| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                        

5.       The registrants other certifying officers and I have disclosed, based on our most recent evaluation,
to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):

| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | 
| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and                                                                                                                                        

6.       The registrants other certifying officers and I have indicated in this quarterly report whether or
not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: November 14, 2002

| |  |  |                                                                           
| |  |  | --------------------------------------------------------------------------
| |  |  | /s/ TOMJ.LANDA                                                            
| |  |  |                                                                           
| |  |  | Tom J. LandaVice President, Chief Financial Officer and Secretary;Director