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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended September 27, 2001
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

or

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

Commission file number: 1-7537

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EARLE M. JORGENSEN COMPANY(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

95-0886610(I.R.S. Employer Identification No.)3050 East Birch Street, Brea, California(Address of principal executive offices)

92821(Zip Code)


Registrant's telephone number: (714) 579-8823

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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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /x/  No / /

State
the aggregate market value of the voting stock held by non-affiliates of the registrant. None

Outstanding
common stock, par value $.01 per share, at October 31, 2001 - 128 shares

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EARLE M. JORGENSEN COMPANY  TABLE OF CONTENTS

|                               |  |                                                                                                                                                                |  | PAGE
|------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|PART I  FINANCIAL INFORMATION |  |                                                                                                                                                               
|Item 1                         |  | Consolidated Financial Statements                                                                                                                              |  |     
|                               |  | Consolidated Balance Sheets at September 27, 2001 (unaudited) and
March 31, 2001                                                                               |  | 2   
|                               |  | Consolidated Statements of Operations and Comprehensive Income for the Three Months and Six Months Ended September 27, 2001 and September 28, 2000 (unaudited) |  | 3   
|                               |  | Consolidated Statements of Cash Flows for the Six Months Ended September 27, 2001 and September 28, 2000 (unaudited)                                           |  | 4   
|                               |  | Notes to Consolidated Financial Statements                                                                                                                     |  | 5   
|Item 2.                        |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                                          |  | 6   
|PART II  OTHER INFORMATION    |  | 10                                                                                                                                                            
|SIGNATURES                     |  | 11                                                                                                                                                            

1

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PART IFINANCIAL INFORMATION

EARLE M. JORGENSEN COMPANY        CONSOLIDATED BALANCE SHEETS        (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

|                                                                                                                                             |                                                                                                                                   | September 27,
2001         |                                            | March 31,
2001 |        
|-------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | -------------- | -------
|
|ASSETS                                                                                                                                       |                                                                                                                                   |                            |                                            |                |        
|Current assets:                                                                                                                              |                                                                                                                                   |                            |                                            |                |        
|                                                                                                                                             | Cash                                                                                                                              |                            | $                                          | 12,360         |        
|                                                                                                                                             | Accounts receivable, less allowance for doubtful accounts of $514 and $427 at September 27, 2001 and March 31, 2001, respectively |                            |                                            | 106,654        |        
|                                                                                                                                             | Inventories                                                                                                                       |                            |                                            | 210,467        |        
|                                                                                                                                             | Other current assets                                                                                                              |                            |                                            | 7,852          |        
|                                                                                                                                             |                                                                                                                                   |                            |                                            |                |        
|                                                                                                                                             |                                                                                                                                   | Total current assets       |                                            |                | 337,333
|                                                                                                                                             |                                                                                                                                   |                            |                                            |                |        
|Property, plant and equipment, net of accumulated depreciation of $70,667 and $65,438 at September 27, 2001 and March 31, 2001, respectively |                                                                                                                                   |                            | 102,285                                    |                |        
|Net cash surrender value of life insurance policies                                                                                          |                                                                                                                                   |                            | 33,653                                     |                |        
|Debt issue costs, net of accumulated amortization                                                                                            |                                                                                                                                   |                            | 2,551                                      |                |        
|Other assets                                                                                                                                 |                                                                                                                                   |                            | 1,015                                      |                |        
|                                                                                                                                             |                                                                                                                                   |                            |                                            |                |        
|                                                                                                                                             |                                                                                                                                   |                            | Total assets                               |                | $      
|                                                                                                                                             |                                                                                                                                   |                            |                                            |                |        
|LIABILITIES AND STOCKHOLDER'S EQUITY                                                                                                         |                                                                                                                                   |                            |                                            |                |        
|Current liabilities:                                                                                                                         |                                                                                                                                   |                            |                                            |                |        
|                                                                                                                                             | Accounts payable                                                                                                                  |                            | $                                          | 92,066         |        
|                                                                                                                                             | Accrued employee compensation and related taxes                                                                                   |                            |                                            | 9,324          |        
|                                                                                                                                             | Accrued employee benefits                                                                                                         |                            |                                            | 7,739          |        
|                                                                                                                                             | Accrued interest                                                                                                                  |                            |                                            | 19,989         |        
|                                                                                                                                             | Other accrued liabilities                                                                                                         |                            |                                            | 6,952          |        
|                                                                                                                                             | Deferred income taxes                                                                                                             |                            |                                            | 18,903         |        
|                                                                                                                                             | Current portion of long-term debt                                                                                                 |                            |                                            | 3,251          |        
|                                                                                                                                             |                                                                                                                                   |                            |                                            |                |        
|                                                                                                                                             |                                                                                                                                   | Total current liabilities  |                                            |                | 158,224
|                                                                                                                                             |                                                                                                                                   |                            |                                            |                |        
|Long term debt                                                                                                                               |                                                                                                                                   |                            | 292,044                                    |                |        
|Deferred income taxes                                                                                                                        |                                                                                                                                   |                            | 16,956                                     |                |        
|Other long-term liabilities                                                                                                                  |                                                                                                                                   |                            | 8,060                                      |                |        
|Stockholder's equity:                                                                                                                        |                                                                                                                                   |                            |                                            |                |        
|                                                                                                                                             | Preferred stock, $.01 par value; 200 shares authorized and unissued                                                               |                            |                                            |               |        
|                                                                                                                                             | Common stock, $.01 par value; 2,800 shares authorized;128 shares issued and outstanding                                           |                            |                                            |               |        
|                                                                                                                                             | Capital in excess of par value                                                                                                    |                            |                                            | 89,030         |        
|                                                                                                                                             | Accumulated other comprehensive loss                                                                                              |                            |                                            | (6,133         | )      
|                                                                                                                                             | Accumulated deficit                                                                                                               |                            |                                            | (81,344        | )      
|                                                                                                                                             |                                                                                                                                   |                            |                                            |                |        
|                                                                                                                                             |                                                                                                                                   | Total stockholder's equity |                                            |                | 1,553  
|                                                                                                                                             |                                                                                                                                   |                            |                                            |                |        
|                                                                                                                                             |                                                                                                                                   |                            | Total liabilities and stockholder's equity |                | $      
|                                                                                                                                             |                                                                                                                                   |                            |                                            |                |        

See
accompanying notes.

2

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EARLE M. JORGENSEN COMPANY        CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited)        (DOLLARS IN THOUSANDS)

|                                                  |                | Three Months Ended |         | Six Months Ended |  
|------------------------------------------------- | -------------- | ------------------ | ------- | ---------------- | -
|
|Revenues                                          |                | $                  | 223,719 |                  | $
|Cost of sales                                     |                |                    | 158,624 |                  |  
|                                                  |                |                    |         |                  |  
|                                                  | Gross profit   |                    |         | 65,095           |  
|Expenses:                                         |                |                    |         |                  |  
|Warehouse and delivery                            |                |                    | 30,994  |                  |  
|Selling                                           |                |                    | 7,718   |                  |  
|General and administrative                        |                |                    | 9,998   |                  |  
|                                                  |                |                    |         |                  |  
|                                                  | Total expenses |                    |         | 48,710           |  
|                                                  |                |                    |         |                  |  
|Income from operations                            |                |                    | 16,385  |                  |  
|Interest expense, net                             |                |                    | 10,842  |                  |  
|Income before excise tax and income taxes         |                |                    | 5,543   |                  |  
|Excise tax imposed under IRS settlement agreement |                |                    |        |                  |  
|Income before income taxes                        |                |                    | 5,543   |                  |  
|Income tax expense                                |                |                    | 227     |                  |  
|                                                  |                |                    |         |                  |  
|Net income                                        |                |                    | 5,316   |                  |  
|Other comprehensive loss, net of income taxes     |                |                    | (2,718  | )                |  
|                                                  |                |                    |         |                  |  
|Comprehensive income                              |                | $                  | 2,598   |                  | $
|                                                  |                |                    |         |                  |  

See
accompanying notes.

3

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EARLE M. JORGENSEN COMPANY        CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)        (DOLLARS IN THOUSANDS)

|                                                                               |                                                                       | SIX MONTHS ENDED                                      |        
|------------------------------------------------------------------------------ | --------------------------------------------------------------------- | ----------------------------------------------------- | -------
|
|OPERATING ACTIVITIES:                                                          |                                                                       |                                                       |        
|Net income                                                                     |                                                                       | $                                                     | 5,808  
|Adjustments to reconcile net income to net cash used for operating activities: |                                                                       |                                                       |        
|                                                                               | Depreciation and amortization                                         |                                                       |        
|                                                                               | Amortization of debt issue costs                                      |                                                       |        
|                                                                               | Accrued postretirement benefits                                       |                                                       |        
|                                                                               | ESOP contribution                                                     |                                                       |        
|                                                                               | Deferred income taxes                                                 |                                                       |        
|                                                                               | (Gain) loss on sale of property, plant and equipment                  |                                                       |        
|                                                                               | Provision for bad debts                                               |                                                       |        
|                                                                               | Increase in cash surrender value of life insurance over premiums paid |                                                       |        
|                                                                               | Changes in operating assets and liabilities:                          |                                                       |        
|                                                                               |                                                                       | Accounts receivable                                   |        
|                                                                               |                                                                       | Inventories                                           |        
|                                                                               |                                                                       | Other current assets                                  |        
|                                                                               |                                                                       | Accounts payable and accrued liabilities and expenses |        
|                                                                               |                                                                       | Non-trade receivable                                  |        
|                                                                               | Other                                                                 |                                                       |        
|                                                                               |                                                                       |                                                       |        
|                                                                               |                                                                       | Net cash used in operating activities                 |        
|                                                                               |                                                                       |                                                       |        
|INVESTING ACTIVITIES:                                                          |                                                                       |                                                       |        
|Additions to property, plant and equipment                                     |                                                                       |                                                       | (9,894 
|Proceeds from the sale of property, plant and equipment                        |                                                                       |                                                       | 84     
|Premiums paid on life insurance policies                                       |                                                                       |                                                       | (1,198 
|Proceeds from redemption of life insurance policies                            |                                                                       |                                                       | 386    
|                                                                               |                                                                       |                                                       |        
|                                                                               |                                                                       | Net cash used in investing activities                 |        
|                                                                               |                                                                       |                                                       |        
|FINANCING ACTIVITIES:                                                          |                                                                       |                                                       |        
|Net borrowings under revolving loan agreements                                 |                                                                       |                                                       | 27,011 
|Payments on other debt                                                         |                                                                       |                                                       | (1,900 
|Cash dividend to parent                                                        |                                                                       |                                                       |       
|                                                                               |                                                                       |                                                       |        
|                                                                               |                                                                       | Net cash provided by financing activities             |        
|                                                                               |                                                                       |                                                       |        
|Effect of exchange rate changes on cash                                        |                                                                       |                                                       | 3      
|                                                                               |                                                                       |                                                       |        
|NET DECREASE IN CASH                                                           |                                                                       |                                                       | (11,398
|Cash at beginning of period                                                    |                                                                       |                                                       | 23,758 
|                                                                               |                                                                       |                                                       |        
|                                                                               |                                                                       | CASH AT END OF PERIOD                                 |        
|                                                                               |                                                                       |                                                       |        

See
accompanying notes.

4

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EARLE M. JORGENSEN COMPANY        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        September 27, 2001

1. BASIS OF PRESENTATION

The Earle M. Jorgensen Company (the "Company") is a wholly owned subsidiary of the Earle M. Jorgensen Holding Company, Inc. ("Holding").

The
accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries including Earle M. Jorgensen (Canada) Inc.
and Stainless Insurance Ltd., a captive insurance subsidiary. All significant intercompany accounts and transactions have been eliminated.

In
the opinion of management, the accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and
include all adjustments (consisting of normally recurring accruals) and disclosures considered necessary for a fair presentation of the
consolidated financial position of the Earle M. Jorgensen Company at September 27, 2001 and the consolidated results of operations and comprehensive income and cash flows for the three months
and six months ended September 27, 2001 and September 28, 2000. The consolidated results of operations and comprehensive income for the six months ended September 27, 2001 are not
necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and footnotes included in the Company's Annual Report on
Form 10-K for the year ended March 31, 2001.

Certain
prior year amounts have been reclassified to conform with the current year presentation.

2. OTHER COMPREHENSIVE INCOME

Other comprehensive income included foreign currency translation loss of $497,000 and $143,000 for the three months ended September 27, 2001 and
September 28, 2000, respectively, and $14,000 and $442,000 for the six months ended September 27, 2001 and September 28, 2000, respectively. In addition, the three months and six
months ended September 27, 2001 included a loss of $2,221,000 and $4,286,000, respectively, relating to the changes in fair value of the Company's interest rate swap agreement recognized in
connection with the adoption of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended. The Company determined that the interest rate swap agreement is a
highly effective cash flow hedge under the provisions of SFAS No. 133, as amended. Accordingly, the effective portion of gain or loss resulting from future changes in the fair value of the
interest rate swap agreement will be reported in other comprehensive income while the ineffective portion will be recognized in net income. For the three months and six months ended
September 27, 2001, a loss of $100,000 associated with the ineffective portion of the interest rate swap agreement was recognized in net income in accordance with SFAS 133, as amended.

3. EXCISE TAX IMPOSED UNDER AN IRS SETTLEMENT AGREEMENT

In June 2001, the Company recorded an accrual for $1.9 million, representing the amount of excise tax agreed to be paid by Holding to the IRS as
a settlement of issues raised during an audit of the ESOP. Such amount was funded by the Company in September 2001.

5

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EARLE M. JORGENSEN COMPANY        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL        CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS: Three months ended September 27, 2001 compared to three months ended September 28, 2000.

Revenues.Revenues for the second quarter of fiscal 2002 were $223.7 million, compared to $260.8 million
for the same period in fiscal 2001. Revenues from our domestic operations decreased $38.6 million (15.3%) to $213.2 million in the second quarter of fiscal 2002 when compared to
$251.8 million for the same period in fiscal 2001. This decrease was attributable to a 14% decrease in tonnage shipped and impacted most core commodities and key industries served. Revenues
from our Canadian operations increased 15.4% to $10.5 million in the second quarter of fiscal 2002 when compared to $9.1 million in the same period in fiscal 2001 due to the opening of
our Edmonton operations in September 2000.

Gross Profit.Gross profit for the second quarter of fiscal 2002 was $65.1 million, compared to
$73.2 million for the same period in fiscal 2001, while consolidated gross margins were 29.1% and 28.1%, respectively. Gross profit for the fiscal 2002 period included a LIFO credit of
$0.6 million compared to a LIFO credit of $0.2 million in the fiscal 2001 period. Gross profit from our Canadian operations was $2.4 million and gross margin was 22.9% during the
second quarter of fiscal 2002, compared to $2.2 million and 24.2%, respectively, for the same period in fiscal 2001. Exclusive of our Canadian operations and LIFO adjustments, gross margin was
29.1% for the second quarter of fiscal 2002 compared to 28.1% for the same period in fiscal 2001. The increase of 1.0% was the result of changes in customer and product mixes, including a higher level
of value-added services.

Expenses.Total operating expenses for the second quarter of fiscal 2002 were $48.7 million (21.8% of revenues),
compared to $55.6 million (21.3% of revenues) for the same period in fiscal 2001. The changes in operating expenses generally reflect the impact on variable expenses from changes in tonnage
shipped.

Warehouse
and delivery expenses for the second quarter of fiscal 2002 were $31.0 million (13.9% of revenues), compared to $33.3 million (12.8% of revenues) for the same
period in fiscal 2001. The decrease resulted from lower compensation expense and freight costs resulting from the decrease in tonnage shipped.

Selling
expenses for the second quarter of fiscal 2002 were $7.7 million (3.4% of revenues), compared to $9.4 million (3.6% of revenues) for the same period in fiscal
2001. The decrease resulted from lower accruals for incentive compensation based on sales and gross profit levels.

General
and administrative expenses for the second quarter of fiscal 2002 were $10.0 million (4.5% of revenues), compared to $12.9 million (4.9% of revenues) for the
same period in fiscal 2001. The decrease resulted from higher income recognized in connection with redemption of life insurance policies, lower accruals for incentive compensation and lower marketing
expense, offset by costs associated with certain restructuring and consolidation of facilities, higher bad debt expense and higher provision for workers compensation.

Net Interest Expense.Net interest expense was $10.8 million for the second quarter of fiscal 2002 compared to
$11.2 million for the same period in fiscal 2001. Such amounts include interest and amortization of debt issue costs related to our revolving credit facility ("Revolving Credit Facility"), our
91/2% senior notes ("Senior Notes"), our variable rate term loan ("Term Loan") and interest on borrowings against the cash surrender value of certain life insurance policies we
maintain.

6

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Interest expense and amortization of debt issue costs related to our outstanding indebtedness (excluding those borrowings against the cash surrender value of certain life insurance
policies) totaled $7.0 million for the second quarter of fiscal 2002 compared to $7.8 million for the same period in fiscal 2001. The average outstanding indebtedness during the second
quarter of fiscal 2002 was $312.8 million, compared to $324.2 million for the same period in fiscal 2001. The weighted average interest rate on
such indebtedness was 7.51% during the second quarter of fiscal 2002 versus 9.32% during the same period in fiscal 2001. During the three months ended September 27, 2001 and
September 28, 2000, borrowings under the Revolving Credit Facility averaged $101.3 million and $110.5 million and the average interest rate on such borrowings was 5.77% and 8.69%,
respectively.

Interest
expense associated with borrowings against the cash surrender value of certain life insurance policies maintained was $3.9 million during the second quarter of fiscal
2002 compared to $3.4 million for the same period in fiscal 2001.

The
interest rates on our 91/2% Senior Notes and on the borrowings under the life insurance policies are fixed at 9.50% and 11.76%, respectively. The interest rates on
our Revolving Credit Facility and Term Loan are floating (5.62% and 5.88%, respectively, as of September 27, 2001).

Pursuant
to our interest rate swap agreement with Bankers Trust Company covering a notional amount of $95.0 million under the Term Loan, we paid $0.5 million during the
second quarter of fiscal 2002 versus receiving $0.2 million during the same period in fiscal 2001.

Income Taxes.Income tax expense for the second quarter of fiscal 2002 and 2001 included provisions for state franchise
and foreign income taxes. Federal tax provisions for the second quarter of fiscal 2002 and 2001 were offset by recognition of tax benefits associated with our loss carryforwards.

RESULTS OF OPERATIONS: Six months ended September 27, 2001 compared to six months ended September 28, 2000.

Revenues.Revenues for the first six months of fiscal 2002 were $462.4 million, compared to
$529.3 million for the same period in fiscal 2001. Revenues from our domestic operations decreased $69.1 million (13.6%) to $440.2 million in the first six months of fiscal 2002 when
compared to $509.3 million for the same period in fiscal 2001. This decrease was attributable to a 13% decrease in tonnage shipped and impacted most core commodities and key industries served.
Revenues from our Canadian operations increased 11.0% to $22.2 million in the first six months of fiscal 2002 when compared to $20.0 million in the same period in fiscal 2001 due to the
opening of our Edmonton operations in September 2000.

Gross Profit.Gross profit for the first six months of fiscal 2002 was $132.8 million, compared to
$147.7 million for the same period in fiscal 2001, while consolidated gross margins were 28.7% and 27.9%, respectively. Gross profit for the fiscal 2002 period included a LIFO credit of
$1.3 million compared to a LIFO credit of $0.2 million in the fiscal 2001 period. Gross profit from our Canadian operations was $4.9 million and gross margin was 22.1% during the
first six months of fiscal 2002, compared to $4.8 million and 24.0%, respectively, for the same period in fiscal 2001. Exclusive of our Canadian operations and LIFO adjustments, gross margin
was 28.8% for the first six months of fiscal 2002 compared to 28.0% for the same period in fiscal 2001. The increase of 0.8% was the result of changes in customer and product mixes, including a higher
level of value-added services.

7

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Expenses.Total operating expenses for the first six months of fiscal 2002 were $103.0 million (22.3% of
revenues), compared to $111.8 million (21.1% of revenues) for the same period in fiscal 2001. The changes in operating expenses generally reflect the impact on variable expenses from changes in
tonnage shipped.

Warehouse
and delivery expenses for the first six months of fiscal 2002 were $63.9 million (13.8% of revenues), compared to $67.3 million (12.7% of revenues) for the
same period in fiscal 2001. The decrease resulted from lower compensation expense and freight costs resulting from the decrease in tonnage shipped, offset by higher lease costs associated primarily
with new or expanded facilities. As of September 27, 2001, 1,108 employees were involved in warehouse and delivery activities, compared to 1,234 as of September 28, 2000.

Selling
expenses for the first six months of fiscal 2002 were $16.5 million (3.6% of revenues), compared to $19.1 million (3.6% of revenues) for the same period in
fiscal 2001. The decrease resulted from lower accruals for incentive compensation based on sales and gross profit levels.

General
and administrative expenses for the first six months of fiscal 2002 were $22.5 million (4.9% of revenues), compared to $25.3 million (4.8% of revenues) for the
same period in fiscal 2001. The decrease resulted from higher incremental growth in cash surrender value of life insurance policies, higher income recognized in connection with redemption of life
insurance policies, lower accruals for incentive compensation and lower marketing expense, offset by costs associated with certain restructuring and consolidation of facilities, higher provision for
workers compensation, higher bad debt expense and higher costs associated with our information systems.

Net Interest Expense.Net interest expense was $21.6 million for the first six months of fiscal 2002 compared to
$22.0 million for the same period in fiscal 2001. Such amounts include interest and amortization of debt issue costs related to our Revolving Credit Facility, our Senior Notes, our Term Loan
and interest on borrowings against the cash surrender value of certain life insurance policies we maintain.

Interest
expense and amortization of debt issue costs related to outstanding indebtedness (excluding those borrowings against the cash surrender value of certain life insurance
policies) totaled $13.8 million for the first six months of fiscal 2002 compared to $15.1 million for the same period in fiscal 2001. The average outstanding indebtedness during the
first six months of fiscal 2002 was $309.2 million, compared to $317.5 million for the same period in fiscal 2001. The weighted average interest rate on such indebtedness was 7.86%
during the first six months of fiscal 2002 versus 9.18% during the same period in fiscal 2001. During the six months ended September 27, 2001 and September 28, 2000, borrowings under the
Revolving Credit Facility averaged $97.3 million and $103.3 million and the average interest rate on such borrowings was 6.27% and 8.52%, respectively.

Interest
expense associated with borrowings against the cash surrender value of certain life insurance policies maintained was $7.8 million during the first six months of
fiscal 2002 period compared to $6.9 million for the same period in fiscal 2001.

Pursuant
to our interest rate swap agreement with Bankers Trust Company covering a notional amount of $95.0 million under the Term Loan, we paid $0.7 million during the
first six months of fiscal 2002 versus receiving $0.3 million during the same period in fiscal 2001.

8

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Income Taxes.Income tax expense for the first six months of fiscal 2002 and 2001 included provisions for state
franchise and foreign income taxes. Federal tax provisions for the first six months of fiscal 2002 and 2001 were offset by recognition of tax benefits associated with our loss carryforwards.

LIQUIDITY AND CAPITAL RESOURCES

Working capital increased to $179.1 million at September 27, 2001 when compared to $159.5 million at March 31, 2001 primarily as
the result of lower accounts payable. During the first six months of fiscal 2002 our primary sources of cash consisted of funds provided by borrowings under our Revolving Credit Facility of
$27.0 million. Our primary uses of cash included funding operating actvities, $25.9 million, and capital expenditures, $9.9 million.

Cash
used in operating activities was $25.9 million (5.6% of revenues) during the first six months of fiscal 2002 compared to $52.2 million (9.9% of revenues) during the
same period of fiscal 2001. The improvement generally reflects decreasing inventory levels partially offset by the timing of payments to vendors.

For
fiscal 2002, we have planned approximately $26.2 million of capital expenditures to be financed from internally generated funds. Approximately $24.1 million is for
facility expansions and improvements and routine replacement of machinery and equipment, and $2.1 million is for further additions to our management information systems. During the first six
months of fiscal 2002, we spent $9.9 million for planned capital expenditures.

Our
cash requirements for debt service and related obligations through the end of fiscal 2002 are expected to consist primarily of interest payments under the Revolving Credit
Facility, interest and principal payments on the Term Loan, interest payments on the 91/2% Senior Notes, dividend payments to Holding in connection with the required repurchase of its
capital stock from departing stockholders pursuant to Holding's Stockholders' Agreement and the ESOP, capital expenditures and principal and interest payments on our industrial revenue bonds. As of
September 27, 2001, remaining principal payments required by our outstanding industrial revenue bond indebtedness amount to $1.4 million in fiscal years 2003 and 2004 and
$6.2 million in the aggregate thereafter through 2011. We will not be required to make any principal payments on our 91/2% Senior Notes until 2005. Our Revolving Credit Facility
will mature in 2003 and our Term Loan will mature in 2004. The Term Loan requires principal payments to be made in equal quarterly installments of $250,000. The final installment due at maturity will
repay in full all outstanding principal. As of September 27, 2001, we were in compliance with all covenants under the Revolving Credit Facility, the Term Loan and the 91/2%
Senior Notes. Although compliance with such covenants in the future is largely dependent on our future performance and general economic conditions, for which there can be no assurance, we expect to be
in compliance with all of our debt covenants for the foreseeable future.

At
September 27, 2001, our primary sources of liquidity were available borrowings of $100.1 million under the Revolving Credit Facility, available borrowings of
approximately $16.1 million against certain life insurance policies and internally generated funds. Borrowings under our Revolving Credit Facility are secured by domestic inventory and accounts
receivable, and future availability is determined by prevailing levels of those assets. Our Term Loan is secured by a first priority lien on a substantial portion of current and future acquired
unencumbered property, plant and equipment. The life insurance policy loans are secured by the cash surrender value of the policies, are non- recourse, and bear interest at a rate 0.5%
greater than the dividend income rate on the policies. For the first six months of fiscal 2002, dividend income earned under the policies totaled $7.2 million, compared to

9

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$6.5 million for the same period in fiscal 2001 and is reported as an offset to general and administrative expenses in the accompanying statements of operations. As of September 27,
2001, there was approximately $33.7 million of cash surrender value in all life insurance policies we maintained, net of borrowings.

For
the second quarter and first six months of fiscal 2002, EBITDA totaled $19.4 million (8.7% of revenues) and $36.1 million (7.8% of revenues), respectively, compared
to $20.9 million (8.0% of revenues) and $42.9 million (8.1% of revenues) for the same period in fiscal 2001. EBITDA, which represents income from operations before
non-recurring charges, net interest expense, taxes, depreciation, amortization, LIFO adjustments, and certain other non-cash expenses, including ESOP and
post-retirement accruals, is provided as an important measure of our ability to service debt. However, EBITDA should not be considered in isolation or as a substitute for consolidated
results of operations and cash flows data presented in the accompanying consolidated financial statements.

We
believe our sources of liquidity and capital resources are sufficient to meet all currently anticipated operating cash requirements, including debt service payments on the
Revolving Credit Facility, the Term Loan and the 91/2% Senior Notes prior to their maturities in 2003, 2004 and 2005, respectively; however, we anticipate that it will be necessary to
replace or to refinance all or a portion of the Revolving Credit Facility, the Term Loan and the 91/2% Senior Notes prior to their respective maturities, although there can be no
assurance on what terms, if any, we would be able to obtain such refinancing or additional financing. Our ability to make interest payments on the Revolving Credit Facility and the
91/2% Senior Notes and principal and interest payments on the Term Loan will be dependent on maintaining the level of performance reflected in the last twelve months, which will be
dependent on a number of factors, many of which are beyond our control, and the continued availability of revolving credit borrowings.

PART IIOTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K



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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
hereunto duly authorized.

|                       |  | EARLE M. JORGENSEN COMPANY                                                                                                                
|---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Date: October 31, 2001 |  | /s/MAURICE S. NELSON, JR.Maurice S. Nelson, Jr.
President, Chief Executive Officer                                                        
|Date: October 31, 2001 |  | /s/WILLIAM S. JOHNSONWilliam S. Johnson
Vice President, Chief Financial Officer and
Secretary (Principal Financial and Accounting Officer)

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