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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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FORM 10-Q





xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934.





For the quarterly period ended June 30, 2002





OR





 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE
ACT OF 1934.





For the transition period from
 to





Commission File Number 333-79587





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CALIFORNIA STEEL INDUSTRIES, INC.


(Exact name of registrant as specified in its
charter)





Delaware

33-0051150(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification
No.)





14000 San Bernardino Avenue Fontana, California

92335(Address of principal executive offices of Registrant)

(Zip Code)





(909) 350-6200


(Registrants telephone number including area code)





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





As of July 25, 2002, 1,000 shares of the Companys common stock, no par value, were outstanding.





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##### Table of Contents

CALIFORNIA STEEL INDUSTRIES, INC.





TABLE OF CONTENTS





PagePART I     
FINANCIAL INFORMATION

1ITEM 1.

FINANCIAL STATEMENTS

1Consolidated Balance Sheets as of June 30, 2002 (unaudited) and December 31, 2001

1Consolidated Statements of Operations for the three and six months ended June 30, 2002 and June 30, 2001 (unaudited)

2Consolidated Statements of Cash Flows for the six months ended June 30, 2002 and June 30, 2001 (unaudited)

3Notes to Consolidated Financial Statements (unaudited)

4ITEM  2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

6ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

10PART II    
OTHER INFORMATION

11ITEM 1.

LEGAL PROCEEDINGS

11ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

12SIGNATURE

14INDEX TO EXHIBITS

15




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##### Table of Contents

PART I    
FINANCIAL INFORMATION





ITEM 1.    
FINANCIAL STATEMENTS





CALIFORNIA STEEL INDUSTRIES, INC. AND SUBSIDIARY





CONSOLIDATED BALANCE SHEETS


(In thousands except share and per share data)





As of June
30, 2002

As of December 31,
2001(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
22,656

$
8,752Trade accounts receivable, less allowance for doubtful receivables of $767 at June 30, 2002 and $600 at December 31,
2001


64,532


51,537Inventories


117,303


136,149Deferred income taxes


2,158


2,158Other receivables and prepaid expenses


3,363


7,106Total current assets


210,012


205,702Investment in affiliated company


35,852


37,182Other assets


3,208


3,518Property, plant and equipment, net


246,484


252,796Total assets

$
495,556

$
499,198LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
39,712

$
30,478Accrued interest expense


3,340


3,412Accrued utilities


5,221


3,000Income taxes payable


6,978


Other accrued expenses


5,798


7,413Total current liabilities


61,049


44,303Long-term debt, excluding current installments


150,000


179,000Deferred income taxes


52,488


45,697Stockholders equity:Class C preferred stock, $10,000 par value per share. Authorized 3,000 shares; issued and outstanding 3,000
shares


30,000


30,000Common stock, no par value. Authorized 2,000 shares; issued and outstanding 1,000 shares


10,000


10,000Retained earnings


192,019


190,198Total stockholders equity


232,019


230,198Commitments and contingencies





Total liabilities and stockholders equity

$
495,556

$
499,198





See accompanying notes to consolidated financial statements.




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CALIFORNIA STEEL INDUSTRIES, INC. AND SUBSIDIARY  CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands)Three months ended June
30,


Six months ended June
30,2002


2001


2002


2001(Unaudited)Net sales

$
188,554


$
167,450


$
346,066


$
320,828Cost of sales


159,467



156,210



305,169



304,481Gross profit


29,087



11,240



40,897



16,347Selling, general and administrative expenses


5,981



5,175



11,432



11,534Income from operations


23,106



6,065



29,465



4,813Other income (expense):Equity in income (loss) of affiliate


(464
)


413



(946
)


940Interest expense, net


(3,603
)


(4,253
)


(7,137
)


(8,780
)Other, net


42



161



446



1,529Income (loss) before income tax expense (benefit)


19,081



2,386



21,828



(1,498
)Income tax expense (benefit)


7,659



753



8,584



(1,192
)Net income (loss)

$
11,422


$
1,633


$
13,244


$
(306
)











See accompanying notes to consolidated financial statements.




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CALIFORNIA STEEL INDUSTRIES, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)Six Months Ended June 30,2002


2001(Unaudited)Cash flows from operating activities:Net income (loss)

$
13,244


$
(306
)Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization


14,700



15,035Loss on disposition and write-down of idle plant and equipment






163Undistributed (earnings) losses of affiliate


946



(940
)Dividends received from affiliate


384



243Change in assets and liabilities:Trade accounts receivable, net


(12,995
)


(6,815
)Inventories


18,846



70,056Other receivables and prepaid expenses


3,743



6,175Accounts payable


9,234



(23,883
)Income taxes payable


6,978



Accrued interest expense


(72
)


(954
)Deferred income taxes


6,791



Accrued utilities and other accrued expenses


606



(992
)Net cash provided by operating activities


62,405



57,782Cash flows from investing activities:Additions to property, plant and equipment


(8,078
)


(9,311
)Sale of property, plant and equipment, net






(163
)Net cash used in investing activities


(8,078
)


(9,474
)Cash flows from financing activities:Net repayments under line-of-credit agreement with banks


(29,000
)


(45,000
)Dividends paid


(11,423
)


(3,000
)Net cash used in financing activities


(40,423
)


(48,000
)Net decrease in cash and cash equivalents


13,904



308Cash and cash equivalents at beginning of period


8,752



2,542Cash and cash equivalents at end of period

$
22,656


$
2,850Supplemental disclosures of cash flow information:Cash paid (received) during the period for:Interest (net of amount capitalized)

$
7,110


$
9,830Income taxes


(7,179
)








See accompanying notes to consolidated financial statements.




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CALIFORNIA STEEL INDUSTRIES, INC. AND SUBSIDIARY





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)





1.    Basis of Presentation





The accompanying unaudited consolidated financial statements of California Steel Industries, Inc. and its
subsidiary as of and for the three months and six months ended June 30, 2002 and 2001 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the rules and
regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.
However, the information reflects all adjustments (consisting only of normal recurring adjustments) that, in the opinion of our management, are necessary to present fairly the financial position and results of operations for the periods indicated.





The accompanying consolidated financial statements should be read in conjunction with the audited consolidated
financial statements and notes thereto for the years ended December 31, 2001 and 2000 contained in California Steel Industries, Inc.s Form 10-K for the year ended December 31, 2001. Results of operations for the three months and six months
ended June 30, 2002 are not necessarily indicative of results expected for the full year.





2.    New Accounting
Pronouncements





In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 141, Business Combinations, (SFAS No. 141) and SFAS No. 142, Goodwill and Other Intangible Assets (SFAS No. 142). SFAS No. 141 requires that the purchase method of accounting be
used for all business combinations. SFAS No. 141 specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported separately from goodwill. SFAS No. 142 requires that goodwill and intangible assets
with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized
over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 121 and subsequently, SFAS No. 144 after its adoption.





The Company adopted the provisions of SFAS No. 141 as of July 1, 2001, the impact of which was not material. SFAS No. 142 became effective January 1, 2002. Goodwill
and intangible assets determined to have an indefinite useful life acquired in a purchase business combination completed after June 30, 2001, but before SFAS No. 142 was adopted in full, are not amortized. Goodwill and intangible assets acquired in
business combinations completed before July 1, 2001 continued to be amortized and tested for impairment prior to the full adoption of SFAS No. 142. The Company adopted the provisions of SFAS No. 142 as of January 1, 2002, which did not impact its
consolidated financial position or consolidated results of operations.





In September 2001, the FASB issued SFAS
No. 143, Accounting for Asset Retirement Obligations (SFAS No. 143). SFAS No. 143 requires a company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated
with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. A company also records a corresponding asset which is depreciated over the life of the asset. Subsequent
to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The Company is required
to adopt SFAS No. 143 on January 1, 2003. The adoption of SFAS No. 143 is not expected to have a material impact on the Companys consolidated financial position or consolidated results of operations.




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CALIFORNIA STEEL INDUSTRIES, INC, AND SUBSIDIARY





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







In October, 2001, the FASB issued SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets (SFAS No. 144). SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net
cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the
asset. SFAS No. 144 requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as
held for sale. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company adopted SFAS No. 144 on January 1, 2002, which superceded SFAS No. 121 Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of, the impact of which did not have any impact on its consolidated financial position or consolidated results of operations.





In April 2002, the FASB issued SFAS No. 145 Rescission of FASB Statement No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections (SFAS
No. 145). This statement eliminates the automatic classification of gain or loss on extinguishment of debt as an extraordinary item of income and requires that such gain or loss be evaluated for extraordinary classification under the criteria of
Accounting Principles Board No. 30  Reporting Results of Operations. This statement also requires sale-leaseback accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions, and
makes various other technical corrections to existing pronouncements. The Company is required to adopt SFAS No. 145 for the year ending December 31, 2003. The adoption of this statement is not expected to have a material effect on the Companys
results of operations or financial position.





3.    Inventories





Inventories are stated at the lower of cost (determined under the first-in, first-out method of accounting) or market value.





June 30, 2002

December 31, 2001(In thousands)Finished goods

$
13,976

$
29,839Work-in-process


16,477


23,055Raw materials


81,854


76,860Other


4,996


6,395Total

$
117,303

$
136,149




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


RESULTS OF OPERATIONS





Forward-Looking Statements





Certain statements contained in this Form 10-Q regarding matters that are not historical facts and are forward-looking statements (as such term is defined in the rules promulgated pursuant to the Securities Act of 1933, as amended).
Such forward-looking statements include any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words anticipate, believe, estimate,
expect, project, imply, intend, foresee, will be, will continue, will likely result, could, should, would and similar
words and expressions. Such forward-looking statements reflect our current views about future events, but are not guarantees of future performance and are subject to risk, uncertainties and assumptions. Such risks, uncertainties and assumptions
include those specifically identified in this Form 10-Q and the following:





| |  |  | our substantial indebtedness, interest expense and principal repayment obligations under our bank facility, when drawn upon, and 8.5% senior notes, which could
limit our ability to use operating cash flow in our business other than for debt-servicing obligations, obtain additional financing and react to changing market and general economic conditions, and which increase our vulnerability to interest rate
increases,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | because our board of directors consists of four members and is elected by our two stockholders, each of whom holds 50% of our stock, there is a possibility of
deadlocks among our board of directors that could result in costly delays in making important business decisions and put us at a competitive disadvantage,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | fluctuations in commodity prices for our electricity and natural gas requirements,
| | - |  | ----------------------------------------------------------------------------------




| |  |  | competitive factors and pricing pressures,
| | - |  | ------------------------------------------




| |  |  | our ability to control costs and maintain quality,
| | - |  | --------------------------------------------------




| |  |  | future expenditures for capital projects, and
| | - |  | ---------------------------------------------




| |  |  | industry-wide market factors and general economic and business conditions.
| | - |  | --------------------------------------------------------------------------




Results of Operations





Tons Billed Three months
ended June 30,

Tons Billed Six months
ended June 30,2002

2001

2002

2001Hot Rolled

252,506

215,752

491,860

397,843Cold Rolled

61,190

70,242

112,640

133,097Galvanized

193,564

154,503

360,507

296,214ERW Pipe

30,078

34,363

46,992

62,437Total

537,338

474,860

1,011,999

889,591




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##### Table of Contents




Net sales.    Net sales increased $21,104,000, or
12.6%, from $167,450,000 for the three months ended June 30, 2001 to $188,554,000 for the three months ended June 30, 2002. Our year-to-date net sales increased $25,238,000 or 7.9% from $320,828,000 for six months ended June 30, 2001 to
$346,066,000 for the same period in year 2002. Our net tons billed also increased 62,478 for the three months ended June 30, 2002 to 537,338 from 474,860 for the same period in year 2001, while year-to-date net tons billed increased 122,408, or
13.8% from 889,591 for six months ended June 30, 2001 to 1,011,999 for six months ended June 30, 2002. We sold more hot rolled and galvanized material in the three and six months ended June 30, 2002 compared to the same period of 2001. The increase
in tonnage sold was due in part to the absence of imported steel in our regional marketplace due to the imposition of tariffs under Section 201. Our average unit prices on sales of our products was almost flat for three months ending June 30, 2002
compared to the three month period ending June 30, 2001 and our average year-to-date unit prices on our sales products were lower for the six month period ended June 30, 2002, compared to the same period of 2001.





Gross profit.    Gross profit increased $17,847,000, or 158.8%, from $11,240,000 for the three months ended
June 30, 2001 to $29,087,000 for the three months ended June 30, 2002 and $24,550,000 or 150.2% from $16,347,000 for the six months ended June 30, 2001 to $40,897,000 for the same period in year 2002. Gross profit as a percentage of net sales also
increased from 6.7% for the three months ended June 30, 2001 to 15.4% for the same period in 2002 and from 5.1% for the six months ended June 30, 2001 to 11.8% for the same period in year 2002. Our gross profit for the three and six months ended
June 30, 2002 increased as a result of an increase in our sales volume, a decrease in our average slab consumption costs, and lower utility costs, partially offset with a decline in our average sales price and various other costs of goods sold.





Selling, general and administrative expenses (SG&A).    Selling, general and
administrative expenses increased $806,000, or 15.6%, from $5,175,000 for three months ended June 30, 2001 to $5,981,000 for three months ended June 30, 2002. This increase was mainly due to an increase in profit sharing distribution to all our
eligible employees as a result of our strong second quarter results. However, in our year-to-date SG&A expenses there was a small decrease of $102,000, or less than 1.0%, from $11,534,000 for six months ended June 30, 2001 to $11,432,000 for six
months ended June 30, 2002.





Equity in income(loss) of affiliate.    We maintain a 1.5%
ownership interest in Companhia Siderurgica de Tubarão, which is based on our ownership of 4.0% of its common stock. Our investment in Companhia Siderurgica de Tubarão is accounted for under the equity method of accounting. For three
and six months ended June 30, 2002, we recognized a loss from our investment in Companhia Siderurgica de Tubarão of $464,000 and $946,000 respectively, compared to income of $413,000 and $940,000 for the same periods in 2001.





Interest expense.    Net interest expense decreased $650,000, or 15.3%, from $4,253,000 for the
three months ended June 30, 2001 to $3,603,000 for the same period in 2002 and $1,643,000, or 18.7%, from $8,780,000 for the six months ended June 30, 2001 to $7,137,000 for the same period in 2002. Our average outstanding debt decreased during the
first six months of 2002 compared to the same period of 2001, and our effective interest rates during the first six months of 2002 increased compared to the same period of 2001, resulting in a net decrease of our net interest expense. Interest
expense figures are net of interest income and capitalized interest of $52,000 and $220,000 for the three and six months ended June 30, 2001 respectively and $123,000 and $483,000 for the same periods in 2002.





Income taxes.    As a result of higher income before income taxes of $19,081,000 for the three month period
ending June 30, 2002 from $2,386,000 for the same period of 2001, income taxes expense increased $6,906,000, from $753,000 to $7,659,000 for the three-month period ended June 30, 2002 compared to the same period of 2001. As a result of higher income
before income taxes of $21,828,000 for the six month period ending June 30, 2002, from a loss of $1,498,000 for the same period of 2001, we




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recorded income tax expense of $8,584,000 compared to the income tax benefit of $1,192,000. Our effective tax rate was 40.1% for three months
ended June 30, 2002, compared to 31.6% for three months ended June 30, 2001. Our effective tax rate for the six month period ending June 30, 2002 was 39.3% compared to the effective tax benefit rate of rate of 79.6% for the six month period ending
June 30, 2001. The difference in the effective tax rate was due to a larger credit of State Manufacturers Investment Tax Credit (MIC) in proportion to the loss recorded in the six month period ending June 30, 2001 compared to the income
recorded in the same periods in 2002.





Net income (loss).    Net income for the three
months ended June 30, 2001 was $1,633,000 compared to the net income of $11,422,000 for the three months ended June 30, 2002, an increase of $9,789,000. Our net loss for the six months ended June 30, 2001 was $306,000 compared to the net income of
$13,244,000 for the six months ended June 30, 2002, an increase of $13,550,000.





Liquidity and Capital Resources





At June 30, 2002, we had $22,656,000 in cash and cash equivalents and over $93,000,000 in financing available under our credit
facilities. During the six months ended June 30, 2002, cash flow from operations generated $62,405,000, which consisted of $13,244,000 in net income, $14,700,000 in depreciation and amortization expense and a net cash flow increase of $33,131,000
due to changes in assets and liabilities. The majority of the net cash flow changes in assets and liabilities were attributable to a $12,995,000 increase in trade accounts receivable, a $18,846,000 decrease in inventories, a $3,743,000 decrease in
other receivable and prepaid expenses, a $9,234,000 increase in payables, a $6,978,000 increase in income taxes payable and a $6,791,000 increase in deferred income taxes. Cash flow from investing activities during the six months ended June 30, 2002
consisted of $8,078,000 of capital expenditures. Cash flows from financing activities during the six months ended June 30, 2002 consisted of net repayments under our credit facilities of $29,000,000 and payment of $11,423,000 of dividends (for the
year 2000). During the six month period ended June 30, 2002, we also paid $6,375,000, representing six months interest on our 8.5% senior notes.





In March 1999, we entered into a $130,000,000 five-year bank facility. However, our financing available under this credit facility was approximately $93,000,000 at June 30, 2002, due to our lower
inventories and lower accounts receivable. There was no outstanding balance under this facility as of June 30, 2002. The bank facility is collateralized by cash, accounts receivable, inventory and other assets. Subject to the satisfaction of
customary conditions and a borrowing base, advances under the bank facility may be made at any time prior to the bank facility termination date, which is the earlier to occur of March 10, 2004 or the date which is 60 days prior to the maturity of
the 8.5% senior notes. Advances under this facility may be used for working capital, capital expenditures and other lawful corporate purposes, including the refinancing of existing debt.





We anticipate that our primary liquidity requirements will be for working capital, capital expenditures, debt service and the payment of dividends. We believe that cash
generated from operations and available borrowings under our bank facility will be sufficient to enable us to meet our liquidity requirements for fiscal 2002. The Company was in compliance with all the bank covenants at the end of June 30, 2002.




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Commitment and Contingencies





The following table represents a list of the Companys contractual obligations and commitments as of June 30, 2002:





Payments Due by PeriodTotal

2002

2003

2004

2005

2006

Thereafter(amounts in thousands)Long Term Debt

$
150,000
















$
150,000Contractual Commitments

$
112,140

$
112,140Contractual Cash Obligation

$
262,140

$
112,140

$


$


$


$


$
150,000





There was no other material change in Companys contractual
obligations and commitments for operating leases compared to December 31, 2001.





The Company is addressing
environmental concerns caused by the former occupant at the Companys Fontana site and is currently in the remedial investigation stage. The Company is unable to reasonably estimate the range of liability until completion of a remedial
feasibility study. The site investigation is expected to be completed in 2002. At June 30, 2002, the Company has accrued $340,000.00, which represents managements best estimate of the costs to complete the remedial feasibility study.





Although the level of future expenditures for environmental remediation matters cannot be reasonably estimated,
and there is no guarantee that unforseen conditions or expenditures will not arise, based on the facts presently known to management, it does not believe that the costs will have a material effect on the Companys financial position, results of
operations, or liquidity.





We anticipate that our primary liquidity requirements will be for working capital,
capital expenditures, debt service and the payment of dividends. We believe that cash generated from operations and available borrowings under our bank facility will be sufficient to enable us to meet our liquidity requirements for fiscal 2002.





Critical Accounting Policies





In December 2001, the Securities and Exchange Commission (SEC) requested that all registrants list their most critical accounting policies in Managements Discussion and
Analysis of Financial Condition and Results of Operations. The SEC indicated that a critical accounting policy is one which is both important to the portrayal of the Companys financial condition and results of operations and
requires managements most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that the following represent our critical accounting
policies:





Allowances for Doubtful Accounts. We have reserved for expected credit losses based on our past
experiences with similar accounts receivable and believe our reserves to be adequate. It is possible, however, that the accuracy of our estimation process could be materially impacted as the composition of this pool of accounts receivable changes
over time. We continually review and refine the estimation process to make it as reactive to these changes as possible; however, we cannot guarantee that we will be able to accurately estimate credit losses on these accounts receivable.





Environmental reserve: Currently we are conducting an investigation of potential soil contamination at
approximately 28 areas of concern at our facility in Fontana, California. We are unable to reasonably estimate the range of liability until completion of a remedial feasibility study. The site investigation and




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remedial feasibility study is expected to be completed sometime in 2002.





ITEM 3.    
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





We are exposed to market
risks related to fluctuations in interest rates on our $130,000,000 floating interest rate bank facility when balances are outstanding on the facility. We do not currently use interest rate swaps or other types of derivative financial instruments.





For fixed rate debt instruments such as our 8.5% senior notes, changes in interest rates generally affect the
fair value of such debt instruments. For variable rate debt (when outstanding) such as our bank facility, changes in interest rates generally do not affect the fair value of such debt, but do affect earnings and cash flow. We do not have an
obligation to repay our 8.5% senior notes prior to maturity in 2009 and, as a result, interest rate risk and changes in fair value should not have a significant impact on us. We believe that the interest rate on our 8.5% senior notes approximates
the current rates available for similar types of financing and as a result the carrying amount of the 8.5% senior notes approximates fair value, which was approximately $151,875,000 at June 30, 2002. The carrying value of the floating rate bank
facility approximates fair value as the interest rate is variable and resets frequently. The bank facility (when outstanding) bears interest at the Eurodollar rate, which was approximately 1.875% at June 30, 2002, however, no amounts were
outstanding on the facility at June 30, 2002. We estimate that the average amount of debt outstanding under the facility for fiscal year 2002 will be approximately $30.0 million. Therefore, a one-percentage point increase in interest rates would
result in an increase in interest expense of $300,000 for the year.





We do not believe that the future market rate
risk related to our 8.5% senior notes and floating rate bank facility will have a material impact on our financial position, results of operations or liquidity.





Historically, we have been exposed to market risks related to the volatility of natural gas prices. We generally purchase natural gas on an annual contract basis from a physical supplier active in the
California market. The price we normally pay for natural gas is based on the New York Mercantile Exchange (NYMEX) natural gas commodity index, which is a commonly referenced index in the industry for natural gas purchases, and an additional delivery
cost to the California border commonly known as the basis cost.





During 2000 and continuing through much of the
second quarter of 2001, rising and volatile natural gas prices negatively affected our profitability. In February, May and September of 2001, we entered into natural gas purchase agreements to reduce our exposure to natural gas price volatility
derived from the NYMEX natural gas commodity index.





As a result of electricity shortages occurring during the
calendar year 2001, the state of California has directly participated in the supply of electric power to local consumers. Concurrently, the State of California dramatically increased the price consumers pay for electricity supplied through the
States major regulated utilities. In our case, utility supplied power rates increased by more than 100% in 2001 when compared to similar periods in 2000. In order to mitigate the effects of the States intervention, we are participating
in the Direct Access program whereby electricity customers can contract directly with energy service providers, thereby bypassing the state of California procurement system. Our agreement, as amended, resulted in lower electricity costs beginning in
September 2001. This agreement has now been extended through December 2003. The Public Utilities Commission of the State of California (PUC) issued an order on September 20, 2001, suspending the ability of parties to enter into new Direct Access
contracts as of that date. Said order indicated that the PUC was considering several future actions regarding Direct Access, including potential exit fees. On July 17, 2002, the PUC imposed exit fees on Direct Access customers in the form of a
Historical Procurement Charge of 2.7 cents per kilowatt hour to reimburse Southern California Edison for procurement cost undercollections arising out of the 2001




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power crisis. This charge will go into effect approximately August 1, 2002, and will remain in effect
until the undercollections have been recouped. The charge is expected to result in an increase in our electricity costs based on current usage levels of $9,000,000 per year. The PUC is currently considering the imposition of additional exit fees or
further restrictions on the Direct Access program which could result in additional increases in the cost of our electric service. However, we believe that continued participation in the Direct Access program will continue to provide cost savings
when compared to purchasing power from Southern California Edison.





We currently do not have backup generators or
alternate sources of power in the event of a blackout, and our current insurance does not provide coverage for any damages we or our customers may suffer as a result of any interruption in our power supply. Any such interruption in our ability to
continue operations at our facilities could harm our ability to retain existing customers and to obtain new customers, and could result in lost revenue, any of which could substantially harm our business and results of operations, profitability and
liquidity.





PART II





OTHER INFORMATION





ITEM 1.    
LEGAL PROCEEDINGS





We are from time to time in the ordinary course of business, subject
to various pending or threatened legal actions. We believe that any ultimate liability arising from pending or threatened legal actions should not have a material adverse effect on our financial position, results of operations or liquidity.




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##### Table of Contents




ITEM 6.    
EXHIBITS AND REPORTS ON FORM 8-K





(a)  Exhibits.





Exhibit Number

Description3.1

Certificate of Incorporation of the Registrant, as amended by Amendment to the Certificate of Incorporation filed
June 6, 1984 with Delaware Secretary of State, as amended by the Certificate of Amendment to the Certificate of Incorporation filed August 2, 1984 with the Delaware Secretary of State, as amended by the Certificate of Amendment to the Certificate of
Incorporation filed January 12, 1988 with the Delaware Secretary of State, and, as amended by the Certificate of Ownership merging CSI Tubular Products, Inc. into the Registrant filed with the Delaware Secretary of State on December 20,
1993.(1)3.2

Certificate of Amendment to the Certificate of Incorporation filed July 27, 1999, with the Delaware Secretary of
State.(2)3.3

Bylaws of the Registrant, as amended on July 16, 1999.(2)4.1

Indenture dated as of April 6, 1999 between the Registrant and State Street Bank Trust Company of California, N.A.,
Trustee, relating to the Registrants 81/2% Senior Notes due April 6, 2009.(1)4.2

Specimen Series A note (included in Exhibit 4.1).(1)10.1

Addendum No. 39, dated May 31, 2000, to Contract, dated August 20, 1990, by and between the Registrant and Seamar
Shipping Corporation of Monrovia, Liberia.(3)10.2

First Amendment, dated as of April 28, 2000, to Revolving Credit Agreement, dated as of March 10, 1999, among the
Registrant, the Banks named therein, Fleet National Bank (f/k/a BankBoston, N.A.), as loan and collateral agent for the Banks, and Bank of America National Trust and Savings Association, as documentation and letter of credit agent for the
Banks.(3)10.3

Amendment to Supplemental Executive Retirement Plan, dated October 10, 2000, between the Registrant and James E.
Declusin.(4)10.4

Supplemental Executive Retirement Plan, dated as of September 19, 2000, between the Registrant and Brett J.
Guge.(4)10.5

The Burlington Northern and Santa Fe Railway Company BNSFC 302606Amendment 1 Regulated Transportation Contract,
dated as of January 15, 2001, by and between the Registrant and The Burlington Northern and Santa Fe Railway Company.(5)10.6

Second Amendment, dated as of March 12, 2001, to Revolving Credit Agreement, dated as of March 10, 1999, among the
Registrant, the Banks named therein, Fleet National Bank (f/k/a BankBoston, N.A.), as loan and collateral agent for the Banks, and Bank of America National Trust and Savings Association, as documentation and letter of credit agent for the
Banks.(6)




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10.7

Fifth Amendment, dated as of March 22, 2002, to Revolving Credit Agreement, dated as of March 10, 1999, among the
Registrant, the Banks named therein, Fleet National Bank (f/k/a BankBoston, N.A.), as loan and collateral agent for the Banks, and Bank of America National Trust and Savings Association, as documentation and letter of credit agent for the
Banks.(7)


---

|(1) |  | Incorporated by reference to the Registrants Registration Statement on Form S-4, File No. 333-79587, as filed with the Securities and Exchange Commission
on May 28, 1999, as amended.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated by reference to the Registrants Annual Report on Form 10-K, for the year ended December 31, 2001, as filed with the Securities and Exchange
Commission on March 28, 2002.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, for the period ended June 30, 2000, as filed with the Securities and Exchange
Commission on August 4, 2000.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, for the period ended September 30, 2000, as filed with the Securities and
Exchange Commission on October 27, 2000.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated by reference to the Registrants Annual Report on Form 10-K, for the year ended December 31, 2000, as filed with the Securities and Exchange
Commission on March 29, 2001.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, for the period ended September 30, 2001, as filed with the Securities and
Exchange Commission on November 9, 2001.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, for the period ended March 31, 2002, as filed with the Securities and Exchange
Commission on April 29, 2002.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(b)  Reports on Form 8-K.





None.




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##### Table of Contents

SIGNATURE





Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





CALIFORNIA STEEL INDUSTRIES, INC.By:

/s/    VICENTE B.
WRIGHTVicente B. Wright Executive
Vice President, Finance (Principal Financial and Accounting
Officer)


July 25, 2002




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##### Table of Contents

INDEX TO EXHIBITS





Exhibit Number

Description3.1

Certificate of Incorporation of the Registrant, as amended by Amendment to the Certificate of Incorporation filed
June 6, 1984 with Delaware Secretary of State, as amended by the Certificate of Amendment to the Certificate of Incorporation filed August 2, 1984 with the Delaware Secretary of State, as amended by the Certificate of Amendment to the Certificate of
Incorporation filed January 12, 1988 with the Delaware Secretary of State, and, as amended by the Certificate of Ownership merging CSI Tubular Products, Inc. into the Registrant filed with the Delaware Secretary of State on December 20,
1993.(1)3.2

Certificate of Amendment to the Certificate of Incorporation filed July 27, 1999, with the Delaware Secretary of
State.(2)3.3

Bylaws of the Registrant, as amended on July 16, 1999.(2)4.1

Indenture dated as of April 6, 1999 between the Registrant and State Street Bank Trust Company of California, N.A.,
Trustee, relating to the Registrants 8 1/2% Senior Notes due April 6, 2009.(1)4.2

Specimen Series A note (included in Exhibit 4.1).(1)10.1

Addendum No. 39, dated May 31, 2000, to Contract, dated August 20, 1990, by and between the Registrant and Seamar
Shipping Corporation of Monrovia, Liberia.(3)10.2

First Amendment, dated as of April 28, 2000, to Revolving Credit Agreement, dated as of March 10, 1999, among the
Registrant, the Banks named therein, Fleet National Bank (f/k/a BankBoston, N.A.), as loan and collateral agent for the Banks, and Bank of America National Trust and Savings Association, as documentation and letter of credit agent for the
Banks.(3)10.3

Amendment to Supplemental Executive Retirement Plan, dated October 10, 2000, between the Registrant and James E.
Declusin.(4)10.4

Supplemental Executive Retirement Plan, dated as of September 19, 2000, between the Registrant and Brett J.
Guge.(4)10.5

The Burlington Northern and Santa Fe Railway Company BNSFC 302606Amendment 1 Regulated Transportation Contract,
dated as of January 15, 2001, by and between the Registrant and The Burlington Northern and Santa Fe Railway Company.(5)10.6

Second Amendment, dated as of March 12, 2001, to Revolving Credit Agreement, dated as of March 10, 1999, among the
Registrant, the Banks named therein, Fleet National Bank (f/k/a BankBoston, N.A.), as loan and collateral agent for the Banks, and Bank of America National Trust and Savings Association, as documentation and letter of credit agent for the Banks
(6)




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10.7

Fifth Amendment, dated as of March 22, 2002, to Revolving Credit Agreement, dated as of March 10, 1999, among the
Registrant, the Banks named therein, Fleet National Bank (f/k/a BankBoston, N.A.), as loan and collateral agent for the Banks, and Bank of America National Trust and Savings Association, as documentation and letter of credit agent for the
Banks.(7)


---

|(1) |  | Incorporated by reference to the Registrants Registration Statement on Form S-4, File No. 333-79587, as filed with the Securities and Exchange Commission
on May 28, 1999, as amended.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated by reference to the Registrants Annual Report on Form 10-K, for the year ended December 31, 2001, as filed with the Securities and Exchange
Commission on March 28, 2002.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, for the period ended June 30, 2000, as filed with the Securities and Exchange
Commission on August 4, 2000.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, for the period ended September 30, 2000, as filed with the Securities and
Exchange Commission on October 27, 2000.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated by reference to the Registrants Annual Report on Form 10-K, for the year ended December 31, 2000, as filed with the Securities and Exchange
Commission on March 29, 2001.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, for the period ended September 30, 2001, as filed with the Securities and
Exchange Commission on November 9, 2001.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, for the period ended March 31, 2002, as filed with the Securities and Exchange
Commission on April 29, 2002.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



16