<PAGE>   1
                                                EXHIBIT 13                      

                             Selected Financial Data
            (Dollars in thousands, except per share and per ton data)

<TABLE>
<CAPTION>
                                                          1996         1995              1994              1993           1992
<S>                                                  <C>           <C>             <C>               <C>
OPERATING STATISTICS:

Net sales                                             $ 712,657     $ 665,699        $ 486,062         $ 465,181         $ 420,026
Gross margin                                             50,350        71,508           15,514            21,723            13,735
Income (loss) from operations                            25,729        47,713           (6,791)            1,102            (8,587)
Income (loss) before extraordinary item                  (7,238)       11,604          (16,696)           (8,606)          (13,092)
Net income (loss)                                        (7,238)       11,604          (26,230)           (8,606)          (13,092)
Net income (loss) applicable to common shares           (16,327)        3,606          (33,276)          (12,072)          (13,092)
Net income (loss) per common share before                 (1.07)          .24            (1.57)             (.80)             (.87)
  extraordinary item
Net income (loss) per common share                        (1.07)          .24            (2.20)             (.80)             (.87)

BALANCE SHEET STATISTICS:
Cash and cash equivalents                             $     597     $  12,808        $      --         $  64,267         $   3,122
Working capital                                          83,315        33,045           46,797            89,167            75,654
Current ratio                                              1.76         1.29              1.49              2.04              2.33
Net property, plant and equipment                       454,523       470,390          453,286           314,590           252,797
Total assets                                            657,386       628,797          606,815           498,384           390,462
Long-term debt                                          388,431       342,033          357,348           224,991           178,182
Redeemable preferred stock                               55,437        51,031           43,032            35,986                --
Stockholders' equity                                     92,827       108,074          103,664           135,775           141,832
Long-term debt as a percentage of stockholders'             418%          316%             345%              166%              126%
  equity

ADDITIONAL STATISTICS

Operating income (loss) per ton shipped               $   12.00     $  24.99         $   (4.63)        $     .73         $   (6.49)
Capital expenditures                                     26,378        68,025          164,918            82,534            66,617
Depreciation and amortization                            44,415        39,308           29,870            23,150            21,136
Cash flows from operating activities                    (31,724)       84,130          (28,018)           64,394             8,200
Raw steel production (tons in thousands)                  2,428         2,145            1,890             2,000             1,769
Steel products shipped (tons in thousands)                2,145         1,909            1,467             1,511             1,323
</TABLE>



                                 8 Geneva Steel
<PAGE>   2
                       Selected Financial Data (Continued)
            (Dollars in thousands, except per share and per ton data)

PRICE RANGE OF COMMON STOCK

The following table sets forth, for the periods indicated, the high and low
sales prices for the Class A common stock as reported on the NYSE Composite
Tape.

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,                                                        HIGH                       LOW
<S>                                                                           <C>                       <C>
Fiscal Year Ended September 30, 1995
First Quarter ended December 31                                                $18                      $12 1/4
Second Quarter ended March 31                                                   16                        9 3/4
Third Quarter ended June 30                                                     12                        7 1/8
Fourth Quarter ended September 30                                               9 3/4                     7 3/4

Fiscal Year Ended September 30, 1996
First Quarter ended December 31                                                 $ 8                     $ 6 3/8
Second Quarter ended March 31                                                   8 1/4                     5 1/8
Third Quarter ended June 30                                                     7 1/8                     5 1/4
Fourth Quarter ended September 30                                               5 1/2                     3 1/8
</TABLE>



As of November 29, 1996, the Company had 13,574,641 shares of Class A common
stock outstanding, held by 643 stockholders of record, and 19,151,348 shares of
Class B common stock outstanding, held by five stockholders of record.



                                 Geneva Steel 9
<PAGE>   3
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following table sets forth the percentage relationship of certain cost and
expense items to net sales for the years indicated.

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,                              1996         1995          1994
<S>                                                 <C>          <C>           <C>
Net sales                                            100.0%        100.0%        100.0%

Cost of sales                                         92.9          89.3          96.8
                                                     ---------------------------------
Gross margin                                           7.1          10.7           3.2

Selling, general and administrative expenses           3.5           3.5           4.6
                                                     ---------------------------------
Income (loss) from operations                          3.6           7.2          (1.4)
Other income (expense):
    Interest and other income                          0.1           0.1           0.3
    Interest expense                                  (5.1)         (4.6)         (4.4)
    Other expense                                     (0.2)         (0.4)         --
                                                     ---------------------------------
Income (loss) before provision (benefit) for
  income taxes and extraordinary item                 (1.6)          2.3          (5.5)
Provision (benefit) for income taxes                  (0.6)          0.6          (2.1)
                                                     ---------------------------------
Income (loss) before extraordinary item               (1.0)%         1.7%         (3.4)%
                                                     ---------------------------------
</TABLE>


The following table sets forth the sales product mix as a percentage of net
sales for the years indicated:

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,         1996                            1995                           1994
<S>                            <C>                              <C>                            <C>
Sheet                            29.7%                           40.7%                          65.3%
Plate                            45.0                            35.1                           23.5
Pipe                              6.6                             6.4                            6.9
Slab                             15.9                            15.0                            1.0
Non-steel                         2.8                             2.8                            3.3
                                --------------------------------------------------------------------
                                100.0%                          100.0%                         100.0%
                                --------------------------------------------------------------------
</TABLE>


                                10 Geneva Steel
<PAGE>   4
FISCAL YEAR ENDED SEPTEMBER 30, 1996 COMPARED WITH
FISCAL YEAR ENDED SEPTEMBER 30, 1995

Net sales increased 7.1% due to increased shipments of approximately 235,600
tons, offset in large part by decreased overall average selling prices for the
year ended September 30, 1996 as compared to the previous fiscal year. The
weighted average sales price (net of transportation costs) per ton of sheet,
plate, pipe and slab products decreased by 8.5%, 2.0%, 0.9% and 11.8%,
respectively, in the year ended September 30, 1996, as compared to the previous
fiscal year. The decrease in prices was due to pricing pressure resulting from
unfairly traded imports and an increase in domestic hot-rolled capacity as well
as other market factors. Shipped tonnage of plate, pipe and slabs increased
approximately 239,300 tons or 40.1%, 11,900 tons or 11.9% and 106,500 tons or
28.8%, respectively, while shipped tonnage of sheet decreased approximately
122,100 tons or 14.5% between the two years. The overall average selling price
realization per ton was favorably affected by a shift in product mix to
higher-priced plate and pipe products from lower-priced sheet products, offset
in part by a shift in product mix to lower-priced slab products. Consistent with
the Company's strategic objectives, plate shipments have increased as various
upgrades to plate processing and finishing equipment have been integrated into
the production process. The Company sells slabs to maximize production from the
continuous caster while efforts to increase rolling mill throughput continue.
The Company expects that slab shipments will gradually decrease as rolling mill
throughput improves.

During the second and third fiscal quarters of 1996, the Company announced
several price increases. During the third and fourth fiscal quarters of the
year, the Company realized the benefit of those previously announced price
increases. As a result of an increase in steel supply, particularly unfairly
traded imports, order entry weakened during the final weeks of the fiscal year
ended September 30, 1996. As a result, the Company reduced prices for most of
its products. Prices for plate products in particular have continued to decline
since September 30, 1996. The Company expects that these price reductions will
adversely affect the results of operations beginning in the first quarter of
fiscal year 1997. The Company intends to react to price increases or decreases
in the market as justified by competitive conditions. Domestic competition
remains intense and imported steel continues to adversely affect the market. The
Company sells substantially all of its products in the spot market at prevailing
market prices. The Company believes its percentage of such sales is
significantly higher than that of most of the other domestic integrated
producers. Consequently, the Company may be affected by price increases or
decreases more quickly than many of its competitors. As of November 30, 1996,
the Company had estimated total orders on hand for approximately 210,000 tons
compared to approximately 274,000 tons as of November 30, 1995.

In November 1996, the Company, together with another domestic plate producer,
filed anti-dumping petitions with the Department of Commerce and the
International Trade Commission against imports of cut-to-length carbon plate
from the Russian Federation, Ukraine, the People's Republic of China and the
Republic of South Africa (the "Plate Trade Cases"). The petitions allege large
dumping margins and also set forth the injury to the U.S. industry caused by
these dumped imports. The International Trade Commission ("ITC") made an
affirmative preliminary injury determination in late December. The Commerce
Department will make its preliminary dumping margin determinations in April
1997. The Company expects that the ITC's preliminary determination will result
in fewer plate imports from the subject countries during calendar 1997. The
final outcome of the Plate Trade Cases will likely be decided by November 1997.
Failure to win the Plate Trade Cases would have a material adverse effect upon
the Company.

Cost of sales includes raw materials, labor costs, energy costs, depreciation
and other operating and support costs associated with the production process.
The Company's cost of sales, as a percentage of net sales, increased to 92.9%
for the year ended September 30, 1996 from 89.3% for the previous fiscal year
primarily as a result of lower average selling prices, offset in part by lower
average operating costs. The overall average cost of sales per ton shipped
decreased approximately $2 per ton between the years primarily as a result of
lower operating costs, offset in part by a shift in product mix to



                                 Geneva Steel 11
<PAGE>   5
higher-cost plate and pipe products from lower-cost sheet products. Operating
costs decreased as a result of improved production yields and throughput rates,
offset in part by higher depreciation expense, the adverse impact of the
plant-wide power outage discussed below, increased raw materials costs, higher
wages and benefits, and other increased costs. The Company expects that
production yields and throughput will continue to improve in future periods as
completed capital projects continue to be integrated into the production
process.

A plant-wide power outage caused by unusual weather conditions in late January
1996 had a significant effect on operating results during the fiscal year. The
Company maintains insurance for both property damage and business interruption,
subject to a deductible of $1 million per occurrence. The Company is continuing
to assess the full financial impact of the outage and recorded a portion of the
expected loss recovery during the second and third quarters of the fiscal year.
The Company expects that the insurance claim will be settled within the next
year.

The Company's new plasma-fired cupola ironmaking facility became available for
operation during the year ended September 30, 1996. The cupola is being used to
supplement blast furnace iron production during the reline of one of the
Company's blast furnaces and may also be used during periods when scrap prices
are favorable or during other periods requiring supplementary ironmaking
capacity. The facility lease cost of the cupola adds approximately $2 per ton to
finished product cost, effective July 1, 1996. The impact of the cupola facility
on finished product cost is significantly dependent on raw material costs and
consumption rates, particularly with respect to scrap and coke, and the level of
use of the cupola.

Depreciation costs included in cost of sales increased approximately $5.1
million for the year ended September 30, 1996 as compared with the previous
fiscal year. This increase was due to increases in the asset base resulting from
capital expenditures. Depreciation expense will further increase due to
implementation of the Company's capital projects.

Selling, general and administrative expenses for the year ended September 30,
1996 increased approximately $0.8 million as compared to the previous fiscal
year. These higher expenses resulted primarily from increased outside services.

Interest expense increased approximately $5.6 million during the year ended
September 30, 1996, as compared to the previous fiscal year as a result of
significantly lower capitalized interest and higher levels of borrowing. The
higher levels of borrowing resulted from the termination of the Company's
receivables securitization facility discussed below.

In May 1996, the Company terminated its receivables securitization facility in
connection with an amendment to and restatement of the Company's revolving
credit facility. Deferred fees of approximately $550,000 associated with
establishing the receivables securitization facility were expensed to other
expense during the year ended September 30, 1996.


                                12 Geneva Steel
<PAGE>   6
FISCAL YEAR ENDED SEPTEMBER 30, 1995 COMPARED WITH
FISCAL YEAR ENDED SEPTEMBER 30, 1994

Net sales increased 37.0% due to increased shipments of approximately 441,700
tons and increased average selling prices for the year ended September 30, 1995,
as compared to the previous fiscal year. The weighted average sales price (net
of transportation costs) per ton of sheet, plate, pipe and slab products
increased by 5.4%, 9.9%, 11.5% and 6.2%, respectively, in the year ended
September 30, 1995, as compared to the previous fiscal year. The overall average
selling price realization per ton also increased between the years as a result
of a shift in product mix to higher-priced plate products. This increase was
offset, in part, by the Company's increased sales of lower-priced slab products.
Consistent with the Company's strategic objectives, plate shipments have
increased as various upgrades to plate processing and finishing equipment have
been completed and implemented. The Company increased slab shipments in response
to favorable slab pricing and to maximize production from the continuous caster.
Shipped tonnage of plate, pipe and slabs increased approximately 276,400 tons or
86.2%, 12,700 tons or 14.5% and 350,300 tons or 1,762.5%, respectively, while
shipped tonnage of sheet decreased approximately 197,700 tons or 19.0% between
the two years.

The Company's cost of sales, as a percentage of net sales, decreased to 89.3%
for the year ended September 30, 1995 from 96.8% for the previous fiscal year as
a result of higher average selling prices and lower operating costs. The average
cost of sales per ton shipped decreased approximately $9 per ton between the two
years. The decreased cost per ton resulted from lower operating costs and from
increased sales of lower-cost slab products, offset, in part, by a shift in
product mix to higher-cost plate products. Costs decreased primarily as a result
of increased production efficiencies associated with completed capital projects,
increased production throughput and other operating improvements, offset in part
by higher depreciation expense, increased raw materials costs and higher wages
and benefits.

Depreciation costs included in cost of sales increased approximately $11.2
million for the year ended September 30, 1995, as compared with the previous
fiscal year. This increase was due to increases in the asset base resulting from
capital expenditures.

Selling, general and administrative expenses for the year ended September 30,
1995, increased approximately $1.5 million as compared to the previous fiscal
year. The higher expenses resulted primarily from increased salaries and wages
and outside services.

Interest and other income decreased approximately $1.1 million during the year
ended September 30, 1995, as compared to the previous fiscal year as a result of
a decrease in the amount of invested cash and cash equivalents.

Interest expense increased approximately $8.9 million during the year ended
September 30, 1995, as compared to the previous fiscal year. Interest expense
increased due to higher levels of borrowing and decreased capitalized interest
during the year ended September 30, 1995 offset, in part, by a reduction in
interest rates as a result of restructuring the Company's debt during fiscal
year 1994.

Other expense was $2.4 million for the year ended September 30, 1995. Other
expense reflects the costs incurred in connection with the Company's receivables
securitization facility, which was established by the Company in November 1994.

The provision for income taxes for the year ended September 30, 1995, was
reduced by utilization of a net operating loss carryforward and a $1.2 million
income tax benefit resulting from a reassessment of the Company's deferred
income tax liabilities. As a result, the Company's effective tax rate was 24%
for the year ended September 30, 1995.


                                 Geneva Steel 13
<PAGE>   7
LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity requirements arise from capital expenditures and working
capital requirements, including interest payments. The Company has met these
requirements principally from the incurrence of additional long-term
indebtedness, including borrowings under the Company's credit facilities,
equipment lease financing and cash provided by operations.

In March 1993, the Company issued in a public offering $135 million principal
amount of 11 1/8% senior notes (the "11 1/8% Senior Notes" and, together with
the 9 1/2% Senior Notes discussed below, the "Senior Notes"). The 11 1/8% Senior
Notes mature in 2001, are unsecured and require interest payments semi-annually
on March 15 and September 15. After March 1998, the 11 1/8% Senior Notes are
redeemable, in whole or in part, at the option of the Company, subject to
certain redemption premiums. A portion of the proceeds from the 11 1/8% Senior
Notes offering was used to repurchase, at par value, approximately $70 million
aggregate principal amount of term debt.

In connection with the offering of the 11 1/8% Senior Notes, the Company issued
$40 million of 14% cumulative redeemable exchangeable preferred stock (the
"Redeemable Preferred Stock") at a price of $100 per share and warrants to
purchase an aggregate of 1,132,000 shares of Class A common stock. The
Redeemable Preferred Stock consists of 400,000 shares, no par value, with a
liquidation preference of approximately $151 per share as of September 30, 1996.
Dividends accrue at a rate equal to 14% per annum of the liquidation preference
and, except as provided below, are payable quarterly in cash from funds legally
available therefor. Prior to April 1996, the Company elected to add the
dividends to the liquidation preference. The Redeemable Preferred Stock is
exchangeable, at the Company's option, into subordinated debentures of the
Company due 2003 (the "Exchange Debentures"). The Company is obligated to redeem
all of the Redeemable Preferred Stock in March 2003 from funds legally available
therefor. The Company's ability to pay cash dividends on the Redeemable
Preferred Stock is subject to the covenants and tests contained in the
indentures governing the Senior Notes and in the Company's revolving credit
facility. Restricted payment limitations under the Company's 11 1/8% Senior
Notes precluded payment of the preferred stock dividends due on June 15, 1996,
September 15, 1996 and December 15, 1996. Unpaid dividends were approximately
$4.7 million at September 30, 1996. Unpaid dividends accumulate until paid and
accrue additional dividends at a rate of 14% per annum. In the event that the
Company fails to pay dividends on the Redeemable Preferred Stock in an amount
equal to four full quarterly dividends, then the holders of the Redeemable
Preferred Stock have the right to elect not less than 25 percent of the members
of the board of directors. The right of such holders to elect directors
continues until the Company has paid all dividends in arrears and has paid the
dividends due for two consecutive quarters thereafter. After March 1998, both
the Redeemable Preferred Stock and/or the Exchange Debentures are redeemable, at
the Company's option, subject to certain redemption premiums. While not
affecting net income/loss, dividends and the accretion required over time to
amortize the original issue discount associated with the Redeemable Preferred
Stock will negatively impact quarterly earnings per share by approximately $.15
per share. The warrants to purchase the Company's Class A common stock are
exercisable at $11 per share, subject to adjustment in certain circumstances,
and expire in March 2000.

In February 1994, the Company completed a public offering of $190 million
principal amount of 9 1/2% senior notes (the "9 1/2% Senior Notes"). The 9 1/2%
Senior Notes mature in 2004, are unsecured and require interest payments
semi-annually on January 15 and July 15. After January 1999, the 9 1/2% Senior
Notes are redeemable, in whole or in part, at the option of the Company, subject
to certain redemption premiums. A portion of the proceeds from the 9 1/2% Senior
Notes offering was used to repay the Company's remaining outstanding term debt
of approximately $90 million aggregate principal amount and to pay contractual
prepayment premiums of approximately $12.3 million.



                                14 Geneva Steel
<PAGE>   8
On May 14, 1996, the Company amended and restated its revolving credit facility
(the "Revolving Credit Facility") with a syndicate of banks led by Citicorp USA,
Inc., as agent, which is used primarily for the working capital and capital
expenditure needs of the Company. The Revolving Credit Facility, in the amount
of up to $125 million, is secured by the Company's inventories, accounts
receivable, general intangibles, and proceeds thereof, and expires on May 14,
2000. Interest is payable monthly at the defined base rate (8.25% at September
30, 1996) plus 1.50% or the defined LIBOR rate (5.47% at September 30, 1996)
plus 2.75%. The Company pays a monthly commitment fee based on an annual rate of
 .50% of the average unused portion of the borrowing limit under the Revolving
Credit Facility. The amount available to the Company under the Revolving Credit
Facility ranges between 50 to 60 percent, in the aggregate, of eligible
inventories plus 85 percent of eligible accounts receivable. Borrowing
availability under the Revolving Credit Facility is also subject to other
financial tests and covenants. The Company's receivables securitization facility
was terminated in connection with the amendment. As of September 30, 1996, the
Company's eligible inventories and accounts receivable supported access to
$113.0 million under the Revolving Credit Facility. As of September 30, 1996,
the Company had $63.4 million in borrowings and $8.4 million in letters of
credit outstanding under the Revolving Credit Facility, leaving $41.2 million in
additional borrowing availability. As a result of the amendment to the Revolving
Credit Facility, the Company significantly increased its borrowing availability.

The terms of the Revolving Credit Facility and the Company's Senior Notes
include cross default and other customary provisions. Financial covenants
contained in the Revolving Credit Facility and/or the Senior Notes also include,
among others, a limitation on dividends and distributions on capital stock of
the Company, a tangible net worth requirement, a cash interest coverage
requirement, a cumulative capital expenditure limitation, a limitation on the
incurrence of additional indebtedness unless certain financial tests are
satisfied, a limitation on mergers, consolidations and dispositions of assets
and limitations on liens. In the event of a change in control, the Company must
offer to purchase all Senior Notes then outstanding at a premium. Prior to the
most recent amendment to and restatement of the Revolving Credit Facility, the
Company entered into various amendments modifying or waiving the financial
covenants and tests contained in the revolving credit facility.

Besides these and other financing activities, the Company's major source of
liquidity has been cash provided by operating activities. Net cash used for
operating activities was $31.7 million for the year ended September 30, 1996, as
compared with net cash provided by operating activities of $84.1 million and net
cash used by operating activities of $28.0 million for the years ended September
30, 1995 and 1994, respectively. The uses of cash for operating activities
during the year ended September 30, 1996, resulted primarily from a $13.0
million increase in other current assets, a $31.7 million reduction in fundings
under the Company's receivables securitization facility when the facility was
terminated in May 1996, an increase in accounts receivable of $9.6 million as a
result of increased sales, a decrease in accounts payable of $8.4 million, a
decrease in the net deferred tax liability of $3.6 million, an increase in
inventories of $3.2 million and a net loss of $7.2 million. These uses of cash
flow were offset by depreciation and amortization of $44.4 million. Subsequent
to September 30, 1996, the Company received from its insurers a $5 million
advance in partial payment of the claim related to the power outage described
above.

Capital expenditures were $26.4 million, $68.0 million and $164.9 million for
fiscal years 1996, 1995 and 1994, respectively. Capital expenditures for 1996
were lower than expected as a result of the longer-than-anticipated performance
of one of its blast furnaces. Capital expenditures for fiscal year 1997 are
estimated at $35 to $40 million, which includes $8.0 million in capital spending
previously scheduled for fiscal year 1996 for the blast furnace reline. Capital
projects for fiscal year 1997 consist of a blast furnace reline, installation of
rolling mill finishing stand equipment and various other projects designed to
reduce costs and increase product quality and throughput. The Company
anticipates that it may incur significant start-up and transition costs when the
rolling mill finishing stand equipment is installed and implemented. Depending
on market, operational, liquidity and other factors, the Company



                                 Geneva Steel 15
<PAGE>   9
may elect to adjust the design, timing and budgeted expenditures of its capital
plan. In addition, the Revolving Credit Facility contains certain limitations on
capital expenditures.

The Company formed a joint venture with certain unrelated parties, which in turn
entered into a cooperative agreement with the United States Department of Energy
("DOE") for the demonstration of a COREX(R) direct ironmaking facility and
associated power generation and air separation facilities. As of September 30,
1996, the Company had spent approximately $822,000 in connection with the 
COREX(R)project, which was included in construction in progress in the 
accompanying consolidated financial statements. Expenditures on the project are 
subject to government cost share arrangements. Completion of the project remains
subject to several contingencies. Under certain circumstances, the Company may 
be required to repay some or all of the government cost share funds in the 
event the project is terminated.

The Company is required to make substantial interest and dividend payments on
the Senior Notes, its Redeemable Preferred Stock and outstanding balances under
the Revolving Credit Facility. Currently, the Company's annual cash interest
expense is approximately $37 million and its annual preferred stock dividends
are approximately $8.9 million.


FACTORS AFFECTING FUTURE RESULTS

The Company's future operations will be impacted by, among other factors,
pricing, product mix, throughput levels and production efficiencies. As stated
above, near term operating results will be adversely affected by weakened
pricing and volume due to, among other factors, a recent surge in unfairly
traded imports. The Company has efforts underway to increase throughput and
production efficiencies and to continue shifting its product mix to
higher-margin products. There can be no assurance that the Company's efforts
will be successful or that sufficient demand will exist to support the Company's
additional throughput capacity. Pricing in future periods is a key variable that
remains subject to significant uncertainty. Future pricing will be affected by
several factors, including the level of imports, the outcome of the Plate Trade
Cases, future capacity additions, and other market factors.

The short-term and long-term liquidity of the Company also is dependent upon
several factors, including availability of financing, foreign currency
fluctuations, competitive and market forces, capital expenditures and general
economic conditions. Moreover, the United States steel market is subject to
cyclical fluctuations that may affect the amount of cash internally generated by
the Company and the ability of the Company to obtain external financing.
Although the Company believes that the anticipated cash from future operations
and borrowings under the Revolving Credit Facility will provide sufficient
liquidity for the Company to meet its debt service requirements and to fund
ongoing operations, including required capital expenditures, there can be no
assurance that these or other possible sources will be adequate. Moreover,
because of the Company's current leverage situation, its financial flexibility
is limited.

Inflation can be expected to have an effect on many of the Company's operating
costs and expenses. Due to worldwide competition in the steel industry, the
Company may not be able to pass through such increased costs to its customers.

This annual report contains certain forward-looking statements with respect to
the Company that are subject to risks and uncertainties that include, but are
not limited to, those identified in this report, described from time to time in
the Company's other Securities and Exchange Commission filings or discussed in
the Company's press releases. Actual results may vary materially from
expectations.


 
                                16 Geneva Steel
<PAGE>   10
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO GENEVA STEEL COMPANY:

We have audited the accompanying consolidated balance sheets of Geneva Steel
Company (a Utah corporation) and subsidiaries as of September 30, 1996 and 1995,
and the related consolidated statements of operations, stockholders' equity and
cash flows for each of the three years in the period ended September 30, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Geneva Steel Company
and subsidiaries as of September 30, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 1996 in conformity with generally accepted accounting principles.





/s/ ARTHUR ANDERSEN LLP
--------------------------






Salt Lake City, Utah
October 17, 1996


                                 Geneva Steel 17
<PAGE>   11
                           Consolidated Balance Sheets
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
ASSETS                   SEPTEMBER 30,                       1996              1995
<S>                                                      <C>              <C>
CURRENT ASSETS:
   Cash and cash equivalents                               $    597        $  12,808
   Accounts receivable, less allowance for doubtful
      accounts of $4,031 and $2,012, respectively            76,527           35,178
   Inventories                                               93,139           89,909
   Deferred income taxes                                      7,637            6,885
   Prepaid expenses and other                                15,410            2,661
   Related party receivable                                     250               --
                                                           -------------------------
      Total current assets                                  193,560          147,441
                                                           -------------------------

PROPERTY, PLANT AND EQUIPMENT:
   Land                                                       1,990            1,941
   Buildings                                                 16,109           16,092
   Machinery and equipment                                  600,290          576,066
   Mineral property and development costs                     8,425            8,425
                                                           -------------------------
                                                            626,814          602,524

   Less accumulated depreciation                           (172,291)        (132,134)
                                                           -------------------------


      Net property, plant and equipment                     454,523          470,390
                                                           -------------------------


OTHER ASSETS                                                  9,303           10,966
                                                           -------------------------
                                                           $657,386        $ 628,797
                                                           -------------------------
</TABLE>



The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.



                                18 Geneva Steel
<PAGE>   12

                    Consolidated Balance Sheets (Continued)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY              SEPTEMBER  30,                  1996                 1995
<S>                                                                             <C>             <C>
CURRENT LIABILITIES:

   Accounts payable                                                                59,575        $  67,939
   Accrued liabilities                                                             23,035           19,045
   Accrued payroll and related taxes                                               10,867           10,667
   Production prepayments                                                           9,763           10,000
   Accrued interest payable                                                         4,746            4,610
   Accrued pension and profit sharing costs                                         2,259            2,135
                                                                                --------------------------
      Total current liabilities                                                   110,245          114,396
                                                                                --------------------------
LONG-TERM DEBT                                                                    388,431          342,033
                                                                                --------------------------
DEFERRED INCOME TAX LIABILITIES                                                    10,446           13,263
                                                                                --------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 5)

REDEEMABLE PREFERRED STOCK, SERIES B, NO PAR VALUE;
   400,000 shares authorized, issued and outstanding,
   with a liquidation value of $60,443 and $56,753,  respectively                  55,437           51,031
                                                                                -------------------------- 
STOCKHOLDERS' EQUITY
   Preferred stock, no par value; 3,600,000 shares authorized
      for all series, excluding Series B, none issued                                  --               --
   Common stock-
      Class A, no par value; 60,000,000 shares authorized, 14,705,265 and
         14,695,265 shares issued, respectively                                    87,979           87,926
      Class B, no par value; 50,000,000 shares authorized, 19,151,348
         and 19,251,348 shares issued and outstanding, respectively                10,110           10,163
Warrants to purchase Class A common stock                                           5,360            5,360
Retained earnings                                                                   5,077           22,754
Less 1,194,897 and 1,379,863 Class A common stock treasury shares,
      respectively, at cost                                                       (15,699)         (18,129)
                                                                                --------------------------                          
         Total stockholders' equity                                                92,827          108,074
                                                                                --------------------------
                                                                                $ 657,386        $ 628,797
                                                                                --------------------------
</TABLE>


The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.



                                 Geneva Steel 19
<PAGE>   13

                      Consolidated Statements of Operations
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,                                            1996           1995              1994
<S>                                                            <C>              <C>             <C>

Net sales                                                       $ 712,657        $ 665,699        $ 486,062
Cost of sales                                                     662,307          594,191          470,548
                                                                -------------------------------------------
  Gross margin                                                     50,350           71,508           15,514

Selling, general and administrative expenses                       24,621           23,795           22,305
                                                                -------------------------------------------
  Income (loss) from operations                                    25,729           47,713           (6,791)
                                                                -------------------------------------------
Other income (expense):

  Interest and other income                                           552              520            1,583
  Interest expense                                                (36,199)         (30,579)         (21,722)
  Other expense                                                    (1,749)          (2,386)              --
                                                                -------------------------------------------
                                                                  (37,396)         (32,445)         (20,139)
                                                                -------------------------------------------

Income (loss) before provision (benefit) for income taxes
  and extraordinary item                                          (11,667)          15,268          (26,930)
Provision (benefit) for income taxes                               (4,429)           3,664          (10,234)
                                                                -------------------------------------------
Income (loss) before extraordinary item                            (7,238)          11,604          (16,696)
Loss on early extinguishment of debt (net of benefit for
  income taxes of $4,429)                                              --               --           (9,534)
                                                                -------------------------------------------
Net income (loss)                                                  (7,238)          11,604          (26,230)
Less redeemable preferred stock dividends and
  accretion for original issue discount                             9,089            7,998            7,046
                                                                -------------------------------------------
Net income (loss) applicable to common shares                   $ (16,327)       $   3,606        $ (33,276)
                                                                -------------------------------------------
Income (loss) per common share before extraordinary item        $   (1.07)       $     .24        $   (1.57)
Extraordinary item per common share                                    --               --             (.63)
                                                                -------------------------------------------
Net income (loss) per common share                              $   (1.07)       $     .24        $   (2.20)
                                                                -------------------------------------------
Weighted average common shares outstanding                         15,309           15,330           15,129
                                                                -------------------------------------------
</TABLE>





The accompanying notes to consolidated financial statements are an integral part
of these statements.



 
                                20 Geneva Steel
<PAGE>   14
                Consolidated Statements of Stockholders' Equity
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                SHARES ISSUED                           AMOUNT                       WARRANT TO 
                                         COMMON           COMMON                COMMON           COMMON               PURCHASE
                                         CLASS A          CLASS B               CLASS A          CLASS B           COMMON CLASS A
<S>                                     <C>               <C>               <C>                <C>                <C>


Balance at September 30, 1993           14,360,886        22,595,138        $    86,094        $    11,929        $     5,360     

Exercise of options to purchase
 Class A common stock                           --                --                (76)                --                 --     
Conversion of Class B common
 stock into Class A common stock           195,545        (1,955,450)             1,033             (1,033)                --     
Issuance of Class A common stock
 to employee savings plan                       --                --                142                 --                 --     
Redeemable preferred stock                      --                --                 --                 --                 --     
 dividends
Redeemable preferred stock
 accretion for original
 issue discount                                 --                --                 --                 --                 --     
                                                                                                                                 
Net loss                                        --                --                 --                 --                 --     
                                                                                                                               
                                        ------------------------------------------------------------------------------------------
Balance at September 30, 1994           14,556,431        20,639,688             87,193             10,896              5,360     

Conversion of Class B common
 stock into Class A common stock           138,834        (1,388,340)               733               (733)                --     
Issuance of Class A common stock
 to employee savings plan                       --                --                 --                 --                 --     
Redeemable preferred stock                      --                --                 --                 --                 --     
 dividends
Redeemable preferred stock
 accretion for original
 issue discount                                 --                --                 --                 --                 --     

Net income                                      --                --                 --                 --                 --     

                                        ------------------------------------------------------------------------------------------
Balance at September 30, 1995           14,695,265        19,251,348             87,926             10,163              5,360     

Conversion of Class B common
 stock into Class A common stock            10,000          (100,000)                53                (53)                --     
Issuance of Class A common stock
 to employee savings plan                       --                --                 --                 --                 --     
Redeemable preferred stock                      --                --                 --                 --                 --     
 dividends
Redeemable preferred stock
 accretion for original
 issue discount                                 --                --                 --                 --                 --     
                                                                                                                                  
Net loss                                        --                --                 --                 --                 --     
                                                                                                                                  

                                        ------------------------------------------------------------------------------------------
Balance at September 30, 1996           14,705,265        19,151,348           $ 87,979           $ 10,110            $ 5,360     
                                        ------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                            RETAINED       TREASURY          
                                            EARNINGS        STOCK              TOTAL 
                                           <C>             <C>                <C>             
                                                                                            
                                                                                            
Balance at September 30, 1993               $52,542        $(20,150)         $135,775      
                                                                                            
Exercise of options to purchase                                                             
 Class A common stock                            --             449                373 
Conversion of Class B common                                                                
 stock into Class A common stock                 --              --                 -- 
Issuance of Class A common stock                                                            
 to employee savings plan                        --             650                792 
Redeemable preferred stock                   (6,358)             --             (6,358)
 dividends                                                                                   
Redeemable preferred stock                                                                  
 accretion for original
 issue discount                                (688)             --               (688)
                                                                                            
Net loss                                    (26,230)             --            (26,230)
                                                                                            
                                        --------------------------------------------------- 
Balance at September 30, 1994                19,266         (19,051)           103,664 
                                                                                            
Conversion of Class B common                                                                
 stock into Class A common stock                 --              --                 -- 
Issuance of Class A common stock                                                            
 to employee savings plan                      (118)            922                804 
Redeemable preferred stock                   (7,296)             --             (7,296)
 dividends                                                                                   
Redeemable preferred stock                                                                  
 accretion for original
 issue discount                                (702)             --               (702)
                                                                                            
Net income                                   11,604              --             11,604 
                                                                                            
                                        --------------------------------------------------- 
Balance at September 30, 1995                22,754         (18,129)           108,074 
                                                                                            
Conversion of Class B common                                                                
 stock into Class A common stock                --               --                -- 
Issuance of Class A common stock                                                            
 to employee savings plan                    (1,350)          2,430              1,080 
Redeemable preferred stock                   (8,372)             --             (8,372)
 dividends                                                                                   
Redeemable preferred stock                                                                  
 accretion for original
 issue discount                                (717)              --              (717)

Net loss                                     (7,238)              --            (7,238)

                                                                                            
                                        --------------------------------------------------- 
Balance at September 30, 1996               $   5,077       $(15,699)          $ 92,827 
                                        --------------------------------------------------- 
</TABLE>


The accompanying notes to consolidated financial statements are an integral part
of these statements.


 
                                 Geneva Steel 21
<PAGE>   15
                      Consolidated Statements of Cash Flows 
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
INCREASE (DECREASE) IN CASH AND CASH AND CASH EQUIVALENT
YEAR ENDED SEPTEMBER 30,                                          1996             1995             1994
<S>                                                         <C>             <C>              <C>
Cash Flows From Operating Activities:

Net income (loss)                                            $  (7,238)       $  11,604        $ (26,230)
Adjustments to reconcile net income (loss) to net cash
 provided by (used for) operating activities:

 Depreciation                                                   42,077           37,293           26,111
 Amortization of loan fees                                       2,338            2,015            3,759
 Deferred income tax provision (benefit)                        (3,569)           6,378          (15,619)
 (Increase) decrease in current assets-

  Accounts receivable, net                                     (41,349)          12,729           (1,650)
  Inventories                                                   (3,230)          (3,900)         (22,779)
  Prepaid expenses and other                                   (12,999)             177           (1,412)
 Increase (decrease) in current liabilities-

  Accounts payable                                              (8,364)          10,918            4,039
  Accrued liabilities                                             (692)           3,572            1,320
  Accrued payroll and related taxes                              1,279            2,293            1,392
  Production prepayments                                          (237)              --               --
  Accrued interest payable                                         136               30            3,047
  Accrued pension and profit sharing costs                         124            1,021                4
                                                              ------------------------------------------                    

Net cash provided by (used for) operating activities           (31,724)          84,130          (28,018)
                                                              ------------------------------------------                    

Cash Flows From Investing Activities:
 Purchase of property, plant and equipment                     (26,378)         (68,025)        (164,918)
 Proceeds from sale of property, plant and equipment               213           15,966               --
 Change in other assets                                            889             (889)              --
                                                              ------------------------------------------                           

Net cash used for investing activities                       $ (25,276)       $ (52,948)       $(164,918)
                                                              ------------------------------------------
</TABLE>



The accompanying notes to consolidated financial statements are an integral part
of these statements.



                                22 Geneva Steel
<PAGE>   16
                Consolidated Statements of Cash Flows (Continued)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,                                        1996             1995             1994
<S>                                                      <C>                <C>             <C>
Cash Flows From Financing Activities:
   Proceeds from issuance of long-term debt                $  59,752        $       -        $ 222,348
   Payments on long-term debt                                (13,354)         (15,315)         (89,991)
   Payments for deferred loan costs and other assets          (1,563)          (1,724)          (5,513)
   Proceeds from exercise of options to purchase
      Class A common stock                                         -                -              373
   Change in bank overdraft                                        -           (1,341)           1,341
   Other                                                         (46)               6              111
                                                           -------------------------------------------
Net cash provided by (used for) financing activities           44,789         (18,374)         128,669
                                                           -------------------------------------------
Net increase (decrease) in cash and cash equivalents          (12,211)         12,808          (64,267)

Cash and cash equivalents at beginning of year                 12,808               -           64,267
                                                           -------------------------------------------
Cash and cash equivalents at end of year                   $     597        $  12,808                -
                                                           -------------------------------------------

Supplemental disclosures of cash flow information:
   Cash paid during the year for:
      Interest (net of amount capitalized)                 $  36,498        $  34,357        $  16,559
      Income taxes                                               367              250              512
</TABLE>



Supplemental schedule of noncash financing activities:

For the years ended September 30, 1996, 1995 and 1994, the Company increased the
redeemable preferred stock liquidation preference by $3,690, $7,296 and $6,358,
respectively, in lieu of paying cash dividends. In addition, for the same years,
redeemable preferred stock was increased by $717, $702 and $688, respectively,
for the accretion required over time to amortize the original issue discount on
the redeemable preferred stock incurred at the time of issuance.

The accompanying notes to consolidated financial statements are an integral part
of these statements.


                                 Geneva Steel 23
<PAGE>   17
                   Notes to Consolidated Financial Statements
                  (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

The Company's steel mill manufactures steel slabs and hot-rolled sheet, plate
and pipe products for sale to various distributors, steel processors or
end-users primarily in the western and central United States.

PRINCIPALS OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
Geneva Steel Company and its wholly-owned subsidiaries (collectively, the
"Company" ). Intercompany balances and transactions have been eliminated in
consolidation.

PERVASIVENESS OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company considers all highly
liquid income-earning securities with an initial maturity of ninety days or less
to be cash equivalents. Cash equivalents are stated at cost plus accrued
interest, which approximates fair market value. The Company's cash management
system utilizes a revolving credit facility with a syndicate of banks (see Note
2).

INVENTORIES

Inventories include costs of material, labor and manufacturing overhead.
Inventories are stated at the lower of cost (using a weighted-average method) or
market value. The composition of inventories as of September 30, 1996 and 1995
was as follows:

<TABLE>
<CAPTION>
                                                    1996             1995
<S>                                              <C>              <C>
         Raw materials                            $31,064          $27,784
         Semi-finished and finished goods          53,604           54,191
         Operating materials                        8,471            7,934
                                                  ------------------------
                                                  $93,139          $89,909
                                                  ------------------------
</TABLE>


Operating materials consist primarily of production molds, platforms for the
production molds and furnace lining refractories.

INSURANCE CLAIM RECEIVABLE

A plant-wide power outage caused by unusual weather conditions in January 1996
had a significant effect on operating results during the fiscal year ended
September 30, 1996. The Company is continuing to assess the full financial
impact of the outage and has recorded a portion of the expected loss recovery in
the accompanying fiscal year 1996 consolidated financial statements. The Company
expects that the insurance claim will be settled within the next year.


                                24 Geneva Steel
<PAGE>   18
PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost and depreciated using the
straight-line method over their estimated useful lives as follows:

         Buildings                                   31.5 years
         Machinery and Equipment                     2-30 years

Interest related to the construction or major rebuild of facilities is
capitalized and amortized over the estimated life of the related asset.
Capitalization of interest ceases when the asset is placed in service. The
Company capitalized approximately $2,112, $5,674 and $12,053 of interest during
the years ended September 30, 1996, 1995 and 1994, respectively.

Maintenance and repairs are charged to expense as incurred and costs of
improvements and betterments are capitalized. Upon disposal, related costs and
accumulated depreciation are removed from the accounts and resulting gains or
losses are reflected in income.

Major spare parts and back-up facilities for machinery and equipment are
capitalized and included in machinery and equipment in the accompanying
consolidated financial statements. Major spare parts and back-up facilities are
depreciated using the straight-line method over the useful lives of the related
machinery and equipment.

Costs incurred in connection with the construction or major rebuild of
facilities are capitalized as construction in progress. No depreciation is
recognized on these assets until placed in service. As of September 30, 1996 and
1995, approximately $39,194 and $80,876, respectively, of construction in
progress was included in machinery and equipment in the accompanying
consolidated financial statements.

Mineral property and development costs are depleted using the units of
production method based upon estimated recoverable reserves. Accumulated
depletion is included in accumulated depreciation in the accompanying
consolidated financial statements.

OTHER ASSETS

Other assets consist primarily of deferred loan costs incurred in connection
with obtaining long-term financing. These costs are being amortized on a
straight-line basis over the term of the applicable financing agreement.
Accumulated amortization totaled $4,700 and $3,023 at September 30, 1996 and
1995, respectively.

PRODUCTION PREPAYMENTS

The Company has production prepayment terms with a major customer. The
arrangement previously provided for up to $10,000 in production prepayments upon
entry of new orders. During the year ended September 30, 1996, the Company
completed an amendment increasing the maximum amount of production prepayments
to $15,000. Prepayments are recorded as a production prepayment liability until
the product is shipped, at which time the sale is recorded. As of September 30,
1996 and 1995, production prepayments of $9,763 and $10,000 are included in the
accompanying consolidated financial statements.

REVENUE RECOGNITION

Sales are recognized when the product is shipped to the customer. Sales are
reduced by the amount of customer claims. As of September 30, 1996 and 1995,
reserves for estimated customer claims of $2,502 and $1,202, were included in
the allowance for doubtful accounts in the accompanying consolidated financial
statements.

INCOME TAXES

The Company recognizes a liability or asset for the deferred tax consequences of
temporary differences between the tax basis of assets and liabilities and their
reported amounts in the consolidated financial statements that will result in
taxable or deductible amounts in future years when the reported amounts of the
assets and liabilities are recovered or settled.

CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject the Company to concentrations of
credit risk consist primarily of trade receivables. In the normal course of
business, the Company provides credit terms to its customers. Accordingly, the
Company performs ongoing credit evaluations of its customers and maintains
allowances for possible losses, which, when realized, have been within the range
of management's expectations.

                                 Geneva Steel 25
<PAGE>   19
RECENT ACCOUNTING PRONOUNCEMENTS 

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of". The Company is
required to adopt SFAS No. 121 in fiscal year 1997. This new accounting standard
is not expected to have a significant impact on the Company's financial position
or results of operations, when implemented.

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per common share is based upon the weighted average number of
common and common equivalent shares outstanding during the periods presented.
Common equivalent shares consist of warrants and options to purchase Class A
common stock which have a dilutive effect when applying the treasury stock
method. Class B common stock is included in the weighted average number of
common shares outstanding at one share for every ten shares outstanding as the
Class B common stock can be converted into Class A common stock at this same
rate. Also, the Class B common stock is entitled to one-tenth of the dividends
and other distributions paid to Class A common stockholders. The holders of both
classes of common stock are entitled to one vote per share.

The net income (loss) for the years ended September 30, 1996, 1995 and 1994 was
adjusted for the redeemable preferred stock dividends and the accretion required
over time to amortize the original issue discount on the redeemable preferred
stock incurred at the time of issuance.

RECLASSIFICATIONS

Certain reclassifications have been made in the prior years' consolidated
financial statements to conform to the current year presentation.

2. LONG TERM DEBT

The aggregate amounts of principal maturities of long-term debt as of September
30, 1996 and 1995 consisted of the following:

<TABLE>
<CAPTION>
                                                                                                   1996           1995
<S>                                                                                          <C>               <C>
Senior term notes issued publicly, interest payable January 15 and July 15
         at 9.5%, principal due January 15, 2004, unsecured                                    $190,000         $190,000
Senior term notes issued publicly, interest payable March 15 and
         September 15 at 11.125 %, principal due March 15, 2001, unsecured                      135,000           135,000
Revolving credit facility from a syndicate of banks, interest is payable monthly
         at the defined base rate (8.25% at September 30, 1996) plus 1.50% or the defined
         LIBOR rate (5.47% at September 30, 1996) plus 2.75%, due May 14, 2000            
         (see discussion below), secured by inventories and accounts receivable                  63,431            17,033
                                                                                               --------------------------

                                                                                               $388,431          $342,033
                                                                                               ==========================
</TABLE>



                                26 Geneva Steel
<PAGE>   20
The aggregate amounts of principal maturities of long-term debt as of September
30, 1996 were as follows:

YEAR ENDED SEPTEMBER 30,

<TABLE>
<S>                          <C>
         1997                 $         --
         1998                           --
         1999                           --
         2000                       63,431
         2001                      135,000
         Thereafter                190,000
                              ------------
                              $    388,431
                              ------------
</TABLE>


In May 1996, the Company amended and restated its revolving credit facility (the
"Revolving Credit Facility") with a syndicate of banks led by Citicorp USA,
Inc., as agent, which is used primarily for the working capital and capital
expenditure needs of the Company. The Revolving Credit Facility, in the amount
of up to $125,000, is secured by the Company's inventories, accounts receivable,
general intangibles, and proceeds thereof, and expires on May 14, 2000. Interest
is payable monthly at the defined base rate (8.25% at September 30, 1996) plus
1.50%, or the defined LIBOR rate (5.47% at September 30, 1996) plus 2.75%. The
Company pays a monthly commitment fee based on an annual rate of .50% of the
average unused portion of the borrowing limit under the Revolving Credit
Facility. The amount available to the Company under the Revolving Credit
Facility currently ranges between 50 and 60 percent, in the aggregate, of
eligible inventories plus 85 percent of eligible accounts receivable. Borrowing
availability under the Revolving Credit Facility is also subject to other
financial tests and covenants. The Company's receivables securitization facility
was terminated in connection with the amendment. Certain deferred fees
associated with establishing the Company's receivables securitization facility
were expensed during the year ended September 30, 1996.

During the years ended September 30, 1995, and 1994, the Company retired certain
term loans and revolving credit facilities. Deferred loan costs applicable to
debt retired were expensed by the Company and are included in the accompanying
consolidated financial statements.

The terms of the Revolving Credit Facility and the Company's $190,000 9 1/2%
Senior Notes issued in January 1994 (the "9 1/2% Senior Notes") and $135,000 11
1/8% Senior Notes issued in March 1993 (the "11 1/8% Senior Notes" and together
with the 9 1/2% Senior Notes the "Senior Notes") include cross default and other
customary provisions. Financial covenants contained in the Revolving Credit
Facility and/or the Senior Notes also include, among others, a limitation on
dividends and distributions on capital stock of the Company, a tangible net
worth requirement, a cash interest coverage requirement, a cumulative capital
expenditure limitation, a limitation on the incurrence of additional
indebtedness unless certain financial tests are satisfied, a limitation on
mergers, consolidations and dispositions of assets and limitations on liens.
Based on such covenants, as of September 30, 1996, all of the Company's retained
earnings balance was restricted from payment of cash dividends. In the event of
a change in control, the Company must offer to purchase all Senior Notes then
outstanding at a premium. The Company is in compliance with the covenants and
tests contained in the Revolving Credit Facility and the Senior Notes.

The Company estimates that the aggregate fair market value of its debt and
related obligations was approximately $323,531 as of September 30, 1996. These
estimates were based on quoted market prices or current rates offered for debt
with similar terms and maturities.

3. MAJOR CUSTOMER (DISTRIBUTOR) AND INTERNATIONAL SALES

During the years ended September 30, 1996, 1995, and 1994, the Company derived
approximately 31%, 36%, and 42%, respectively, of its net sales through one
customer, which is a distributor to other companies. International sales during
the years ended September 30, 1996, 1995 and 1994 did not exceed 10%.


                                 Geneva Steel 27
<PAGE>   21
4. INCOME TAXES

The provision (benefit) for income taxes as of September 30, 1996, 1995 and 1994
consisted of the following:

<TABLE>
<CAPTION>
                                                    1996            1995            1994
<S>                                           <C>             <C>              <C>
Current income tax provision (benefit):

         Federal                                $   (752)       $ (2,375)       $  1,163
         State                                      (108)           (339)           (207)
                                                ----------------------------------------
                                                    (860)         (2,714)            956
                                                ----------------------------------------
Deferred income tax provision (benefit):

         Federal                                  (3,123)          4,543          (9,080)
         State                                      (446)            649            (924)
         Change in valuation allowance                --           1,186          (1,186)
                                                ----------------------------------------
                                                  (3,569)          6,378         (11,190)
                                                ----------------------------------------
Provision (benefit) for income taxes            $ (4,429)       $  3,664        $(10,234)
                                                ----------------------------------------
</TABLE>


The provision (benefit) for income taxes as a percentage of income (loss) for
the years ended September 30, 1996, 1995 and 1994 differs from the statutory
federal income tax rate due to the following:

<TABLE>
<CAPTION>
                                                                1996           1995           1994
<S>                                                          <C>             <C>           <C>
Statutory federal income tax rate                             (35.0)%         35.0%         (35.0)%
State income taxes, net of federal income tax impact           (3.3)           3.3           (3.3)
Change in valuation allowance                                  --             (7.8)           4.4
Reassessment of deferred income tax liabilities                --             (8.0)          --
Other                                                           0.3            1.5           (4.1)
                                                              ------------------------------------
Effective income tax rate                                     (38.0)%         24.0%         (38.0)%
                                                              ------------------------------------
</TABLE>

                                28 Geneva Steel
<PAGE>   22
INCOME TAXES (CONTINUED)

The components of the net deferred income tax assets and liabilities as of
September 30, 1996 and 1995 were as follows:

<TABLE>
<CAPTION>
                                                             1996            1995
<S>                                                       <C>            <C>
Deferred income tax assets:

         Net operating loss carryforward                   $ 26,019        $ 16,346
         Inventory costs capitalized                          4,604           3,949
         Alternative minimum tax credit carryforward          6,464           6,748
         Accrued vacation                                     1,836           1,802
         Allowance for doubtful accounts                      1,248             956
         General business credits                             2,978           2,911
         Other                                                  188             306
                                                            -----------------------
         Total deferred income tax assets                    43,337          33,018
                                                            -----------------------

Deferred income tax liabilities:

         Accelerated depreciation                           (41,323)        (34,022)
         Mineral property development costs                  (2,467)         (2,335)
         Operating supplies                                  (2,356)         (3,039)
                                                            -----------------------
         Total deferred income tax liabilities              (46,146)        (39,396)
                                                            -----------------------

Net deferred income tax liabilities                        $ (2,809)       $ (6,378)
                                                            -----------------------
</TABLE>


As of September 30, 1996, the Company had a net operating loss carryforward and
an alternative minimum tax credit carryforward for tax reporting purposes of
approximately $67,935 and $6,464, respectively. The net operating loss
carryforward begins expiring in 2009.


5. COMMITMENTS AND CONTINGENCIES

CAPITAL PROJECTS

The Company has incurred substantial capital expenditures to modernize its
steelmaking, casting, rolling and finishing facilities, thereby reducing overall
operating costs, broadening the Company's product line, improving product
quality and increasing throughput capacity. The Company spent $26,378 and
$68,025 on capital projects during the fiscal years ended September 30, 1996 and
1995, respectively. These expenditures were made primarily in connection with
the Company's ongoing modernization and capital maintenance efforts. Capital
expenditures for 1996 were lower than expected primarily as a result of the
longer-than-anticipated performance of one of its blast furnaces. Capital
expenditures for fiscal year 1997 are estimated at $35,000 to $40,000, which
includes $8,000 in capital spending previously scheduled for fiscal year 1996
for the blast furnace reline. In addition, capital projects for fiscal year 1997
consist of installation of the rolling mill finishing stand equipment and
various other projects designed to reduce costs and increase product quality and
throughput. Depending on market, operational, liquidity and other factors, the
Company may elect to adjust the design, timing and budgeted expenditures of its
capital plan.

The Company formed a joint venture with certain unrelated parties, which in turn
entered into a cooperative agreement with the United States Department of Energy
("DOE") for the demonstration of a COREX(R) direct ironmaking facility and
associated power generation and air separation facilities. As of September 30,
1996, the Company had spent approximately $822 in connection with the COREX(R)
project, which was included in construction in progress in the accompanying
consolidated financial statements. Expenditures on the project are subject to
government cost share arrangements. Completion of the project remains subject to
several contingencies. Under certain circumstances, the Company may be required
to repay some or all of the government cost share funds in the event the project
is terminated.



                                 Geneva Steel 29
<PAGE>   23
LEGAL MATTERS 

The Company is subject to various legal matters, which it considers normal for
its business activities. Management, after consultation with the Company's legal
counsel, believes that these matters will not have a material impact on the
financial condition or result of operations of the Company.

ENVIRONMENTAL MATTERS

Compliance with environmental laws and regulations is a significant factor in
the Company's business. The Company is subject to federal, state and local
environmental laws and regulations concerning, among other things, air
emissions, wastewater discharge, and solid and hazardous waste disposal. The
Company believes that it is in compliance in all material respects with all
currently applicable environmental regulations.

The Company has incurred substantial capital expenditures for environmental
control facilities, including the Q-BOP furnaces, the wastewater treatment
facility, the benzene mitigation equipment, the coke oven gas desulfurization
facility and other projects. The Company has budgeted a total of approximately
$200 for environmental capital improvements in fiscal years 1997 and 1998.
Environmental legislation and regulations have changed rapidly in recent years
and it is likely that the Company will be subject to increasingly stringent
environmental standards in the future. Although the Company has budgeted for
capital expenditures for environmental matters, it is not possible at this time
to predict the amount of capital expenditures that may ultimately be required to
comply with all environmental laws and regulations.

Under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended ("CERCLA"), EPA and the states have authority to impose
liability on waste generators, site owners and operators and others regardless
of fault or the legality of the original disposal activity. Other environmental
laws and regulations may also impose liability on the Company for conditions
existing prior to the Company's acquisition of the steel mill.

At the time of the Company's acquisition of the steel mill, the Company and USX
Corporation ("USX") identified certain hazardous and solid waste sites and other
environmental conditions which existed prior to the acquisition. USX has agreed
to indemnify the Company (subject to the sharing arrangements described below)
for any fines, penalties, costs (including costs of clean-up, required studies
and reasonable attorneys fees), or other liabilities for which the Company
becomes liable due to any environmental condition existing on the Company's real
property as of the acquisition date that is determined to be in violation of any
environmental law, is otherwise required by applicable judicial or
administrative action, or is determined to trigger civil liability (the
"Pre-existing Environmental Liabilities"). The Company has provided a similar
indemnity (but without any similar sharing arrangement) to USX for conditions
that may arise after the acquisition. Although the Company has not completed a
comprehensive analysis of the extent of the Pre-existing Environmental
Liabilities, such liabilities could be material.

Under the acquisition agreement between the two parties, the Company and USX
agreed to share on an equal basis the first $20,000 of costs incurred by either
party to satisfy any government demand for studies, closure, monitoring, or
remediation at specified waste sites or facilities or for other claims under
CERCLA or the Resource Conservation and Recovery Act. The Company is not
obligated to contribute more than $10,000 for the clean-up of wastes generated
prior to the acquisition. The Company believes that it has paid the full $10,000
necessary to satisfy its obligations under the cost-sharing arrangement. USX has
advised the Company, however, of its position that a portion of the amount paid
by the Company may not be properly credited against the Company's obligations.
Although the Company believes that USX's position is without merit, there can be
no assurance that this matter will be resolved without litigation. The Company
believes that resolution of this matter will not likely have a material adverse
effect. The Company's ability to obtain indemnification from USX in the future
will depend on factors which may be beyond the Company's control and may also be
subject to dispute.

PURCHASE COMMITMENTS

Effective September 27, 1988, the Company entered into an agreement, which was
subsequently amended on June 8, 1990, to purchase a minimum of approximately 207
million standard cubic feet of oxygen each month. The contract expires on April
1, 1998. The contract price is adjusted semi-annually based on the change in the
Producer Price Index for Industrial Commodities ("PPI"). The Company has agreed
to pay all sales and excise taxes levied against the supplier.

Effective September 1, 1989, the Company entered into an agreement to purchase
interruptible and firm back-up power through January 31, 1999. For interruptible
power, the Company pays an energy charge adjusted annually to reflect changes in
the supplier's average energy costs and facilities charge, based on 90,000
kilowatts, adjusted annually to reflect changes in the supplier's per megawatt
fixed transmission investment. For firm back-up power, the Company pays a
monthly facilities charge based on 20,000 kilowatts that remains constant, and
demand and energy charges based on actual usage. On November 3, 1993, the
Company executed a firm power contract with the same supplier for additional
power needs. Under this contract, the Company will pay the same energy price as
under the interruptible contract and a power charge based on the supplier's
filed industrial tariff. 


                                30 Geneva Steel
<PAGE>   24
Effective July 12, 1990, the Company entered into an agreement, which was
subsequently amended in April 1992, to purchase 100% of the oxygen, nitrogen and
argon produced at a facility located at the Company's steel mill which is owned
and operated by an independent party. The contract expires in September 2006 and
specifies that the Company will pay a base monthly charge that is adjusted
semi-annually each January 1 and July 1 based upon a percentage of the change in
the PPI.

Effective January 1, 1994, the Company entered into a ten-year agreement to
purchase metallurgical coke, which was subsequently amended on April 11, 1996.
The Company has a commitment to purchase a minimum of 274,800 net tons of coke
at a specified price in the third contract year. The quantity and price for
subsequent years will be as agreed by the parties.

Effective September 1, 1994, the Company entered into a five year agreement to
purchase taconite pellets. The Company has commitments to purchase 2,160,000 net
tons in the third year of the contract and 1,890,000 net tons in each of the
fourth and fifth years of the contract. Prices are adjusted each year based on
an index related to the "Cartier Pellets Price."

Effective June 6, 1995, the Company entered into an agreement to purchase 800
tons a day of oxygen from a new plant being constructed at the Company's steel
mill which will be owned and operated by an independent party. Upon completion
of the new oxygen plant, the Company will pay a monthly facility charge which
will be adjusted semi-annually each January 1 and July 1 based on an index. The
contract continues for fifteen years after the completion of the plant.

Effective July 1, 1995, the Company entered into an agreement, which was
subsequently amended in August 1996, to purchase 15,228 MMBTU per day of natural
gas. The contract expires on October 31, 1997. The price is adjusted monthly
based on the index price as reported by "Inside FERC Gas Market Report."

LEASE OBLIGATIONS

The Company leases certain facilities and equipment used in its operations.
Management expects that, in the normal course of business, leases that expire
will be renewed or replaced by other leases. The aggregate commitments under
non-cancelable operating leases at September 30, 1996, were as follows:

YEAR ENDED SEPTEMBER 30,
<TABLE>
<S>                      <C>
         1997             $   8,457
         1998                 7,763
         1999                 7,602
         2000                 7,431
         2001                 7,328
         Thereafter          31,706
                          ---------
                          $  70,287
                          ---------
</TABLE>


Total rental expense for non-cancelable operating leases was approximately
$5,964, $3,931 and $1,505 for the years ended September 30, 1996, 1995 and 1994,
respectively.

LETTERS OF CREDIT

As of September 30, 1995, the Company had outstanding letters of credit totaling
approximately $8,400.

6. REDEEMABLE PREFERRED STOCK

In March 1993, the Company issued $40,000 of 14% cumulative redeemable
exchangeable preferred stock (the "Redeemable Preferred Stock") and related
warrants to purchase an aggregate of 1,132,000 shares of Class A common stock.

The Redeemable Preferred Stock consists of 400,000 shares, no par value, with a
liquidation preference of approximately $151 per share as of September 30, 1996.
Dividends accrue at a rate equal to 14% per annum of the liquidation preference
and, except as provided below, are payable quarterly in cash from funds legally
available therefor. Prior to April 1996, the Company elected to add the
dividends to the liquidation preference. During the years ended September 30,
1996 and 1995, the Company increased the liquidation value of the Redeemable
Preferred Stock to $60,443 and $56,753, respectively, by adding dividends to the
liquidation preference. The Redeemable Preferred Stock is exchangeable, at the
Company's option, into subordinated debentures of the Company due 2003 (the
"Exchange Debentures"). The Company is obligated to redeem all of the Redeemable
Preferred Stock in March 2003 from funds legally available therefor. The
Company's ability to pay cash dividends on the Redeemable Preferred Stock is
subject to the covenants and tests contained in the indentures 


                                 Geneva Steel 31
<PAGE>   25
governing the Senior Notes and in the Revolving Credit Facility. Restricted
payment limitations under the Company's 11 1/8% Senior Notes precluded payment
of the preferred stock dividends due on June 15, 1996, September 15, 1996 and
December 15, 1996. Unpaid dividends of approximately $4,682 were included in
accrued liabilities in the accompanying financial statements at September 30,
1996. Unpaid dividends accumulate until paid and accrue additional dividends at
the rate of 14% per annum. In the event that the Company fails to pay dividends
on the Redeemable Preferred Stock in an amount equal to four full quarterly
dividends, then the holders of the Redeemable Preferred Stock have the right to
elect not less than 25 percent of the members of the board of directors. The
right of such holders to elect directors continues until the Company has paid
all dividends in arrears and has paid the dividends due for two consecutive
quarters thereafter. After March 1998, both the Redeemable Preferred Stock
and/or the Exchange Debentures are redeemable, at the Company's option, subject
to certain redemption premiums. The warrants to purchase Class A common stock
are exercisable at $11 per share, subject to adjustment in certain
circumstances, and expire in March 2000.

The Company estimates that the aggregate fair market value of its Redeemable
Preferred Stock was approximately $32,000 at September 30, 1996. The Company
estimates that the aggregate fair market value of its warrants to purchase Class
A common stock was approximately $1,274 at September 30, 1996. The Company's
estimates for the Redeemable Preferred Stock and warrants to purchase Class A
common stock were based on quoted market prices.

7. STOCK OPTIONS

Effective January 2, 1990, the Company granted options to purchase 330,000
shares of Class A common stock to key employees at an exercise price of $10.91
per share. The stock options became fully exercisable on January 2, 1995. The
stock options remain exercisable until the earlier of 90 days after the
employee's termination of employment or ten years from the date such stock
options were granted.

Effective July 20, 1990, the Company's Board of Directors adopted a Key Employee
Plan (the "Employee Plan") which was approved by the Company's stockholders in
January 1991. The Employee Plan provides that incentive and nonstatutory stock
options to purchase Class A common stock and corresponding stock appreciation
rights may be granted. The Employee Plan provides for issuance of up to
1,000,000 shares of Class A common stock, with no more than 750,000 shares of
Class A common stock cumulatively available upon exercise of incentive stock
options.

The Employee Plan Committee (the "Committee"), consisting of outside directors,
determines the time or times when each incentive or nonstatutory stock option
vests and becomes exercisable; provided no stock option shall be exercisable
within six months of the date of grant (except in the event of death or
disability) and no incentive stock option shall be exercisable after the
expiration of ten years from the date of grant. The exercise price of incentive
stock options to purchase Class A common stock shall be at least the fair market
value of the Class A common stock on the date of grant. The exercise price of
nonstatutory options to purchase Class A common stock is determined by the
Committee.

Stock option activity for the years ended September 30, 1996, 1995 and 1994
consisted of the following:

<TABLE>
<CAPTION>
                                       NUMBER OF        PRICE PER
                                        SHARES          SHARE RANGE
<S>                                    <C>             <C>
OUTSTANDING AT SEPTEMBER 30, 1993        531,035        $7.88 - 10.91
Granted                                  128,700          7.75 - 8.66
Exercised                                (34,200)               10.91
Cancelled                                 (4,100)           7.75-7.88
                                         ----------------------------

OUTSTANDING AT SEPTEMBER 30, 1994        621,435           7.75-10.91
Granted                                  131,100            7.75-8.66
Cancelled                                 (1,200)           7.75-7.88
                                         ----------------------------

OUTSTANDING AT SEPTEMBER 30, 1995        751,335           7.75-10.91
Granted                                  173,438         3.75 - 4.125
Cancelled                                (15,825)           7.75-7.88
                                         ----------------------------

OUTSTANDING AT SEPTEMBER 30, 1996        908,948        $3.75 - 10.91
</TABLE>


Options to purchase 459,320, 356,920 and 237,600 shares of Class A common stock
were exercisable on September 30, 1996, 1995 and 1994, respectively. As of
September 30, 1996, 284,827 shares are available for grant under the Employee
Plan. 


                                32 Geneva Steel
<PAGE>   26
8. EMPLOYEE BENEFIT PLANS

UNION SAVINGS AND PENSION PLAN

The Company has a savings and pension plan which provides benefits for all
eligible employees covered by the collective bargaining agreement. This plan is
comprised of two qualified plans; (1) a union employee savings 401(k) plan with
a cash or deferred compensation arrangement and matching contributions and (2) a
noncontributory defined contribution pension plan.

Participants may direct the investment of funds related to their deferred
compensation in this plan. On March 1, 1996, the Company began to match
participants' contributions to the savings plan at 25% up to 4% of their
compensation. For the pension plan, the Company contributed 5% of each
participant's compensation to this plan from March 1, 1996 through September 30,
1996 and contributed 4 1/2% of each participant's compensation to this plan from
March 1, 1995 through February 29, 1996. For the period from October 1, 1994
through February 28, 1995 and for the year ended September 30, 1994, the Company
contributed 4% of each participant's compensation to this plan. Total
contributions by the Company for the years ended September 30, 1996, 1995 and
1994 were $4,480, $3,485 and $3,086, respectively. The participants vest in
these contributions at 20% for each year of service until fully vested after
five years.

VOLUNTARY EMPLOYEE BENEFICIARY ASSOCIATION TRUST

Effective March 1, 1995, the Company established a voluntary employee
beneficiary association trust ("VEBA Trust") to fund post-retirement medical
benefits for future retiree's covered by the collective bargaining agreement.
Company contributions to the VEBA Trust are ten cents for each hour of work
performed by employees covered by the collective bargaining agreement. In
addition, union employees provide a contribution to the VEBA Trust based on a
reduction from their performance dividend plan payment. No benefits will be paid
from the VEBA Trust prior to March 31, 1998. Eligibility requirements and
related matters will be determined at a later date.

MANAGEMENT EMPLOYEE SAVINGS AND PENSION PLAN

The Company has a savings and pension plan which provides benefits for all
eligible employees not covered by the collective bargaining agreement. This plan
is comprised of two qualified plans: (1) a management employee savings 401(k)
plan with a cash or deferred compensation arrangement and discretionary matching
contributions and (2) a noncontributory defined contribution pension plan.

Participants may direct the investment of funds related to their deferred
compensation in this plan. The employee savings plan provides for discretionary
matching contributions as determined each plan year by the Company's Board of
Directors. The Board of Directors elected to match participants' contributions
to the employee savings plan up to 4% of their compensation during fiscal years
1996, 1995 and 1994. For the pension plan, the Company contributed 5% of each
participant's compensation to this plan from March 1, 1996 through September 30,
1996 and contributed 4 1/2% of each participant's compensation to this plan from
March 1, 1995 through February 29, 1996. For the period from October 1, 1994
through February 28, 1995 and for the year ended September 30, 1994, the Company
contributed 4% of each participant's compensation to this plan. During the years
ended September 30, 1996, 1995 and 1994, total contributions by the Company were
$2,139, $1,981 and $1,780, respectively. The participants vest in the Company's
contributions at 20% for each year of service until fully vested after five
years.

PROFIT SHARING AND BONUS PROGRAMS

The Company has a profit sharing program for full-time union eligible employees.
Participants receive payments based upon operating income reduced by an amount
equal to a portion of the Company's capital expenditures. No profit sharing was
accrued in the years ended September 30, 1996, 1995 and 1994.

The Company also has implemented a performance dividend plan designed to reward
employees for increased shipments. As shipments increase above an annualized
rate of 1.5 million tons, compensation under this plan increases. Payments made
under the performance dividend plan are deducted from any profit sharing
obligations to the extent such obligations exceed the performance dividend plan
payments in any given fiscal year. During the years ended September 30, 1996,
1995 and 1994, performance dividend plan expenses were $9,177, $6,391 and
$1,885, respectively.

SUPPLEMENTAL EXECUTIVE PLANS

The Company maintains insurance and retirement agreements with certain of the
management employees and executive officers. Pursuant to the insurance
agreements, the Company pays the annual premiums and receives certain policy
proceeds upon the death of the retired management employee or executive officer.
Pursuant to the retirement agreements, the Company provides for the payment of
supplemental benefits to certain management employees and executive officers
upon retirement. 


                                 Geneva Steel 33
<PAGE>   27
9. RELATED PARTY TRANSACTIONS

On September 27, 1996, the Company entered into an agreement to loan up to $500
to its Chief Executive Officer. On September 27, 1996 and October 4, 1996, the
Company loaned $250 and $210, respectively. The loan is evidenced by a
promissory note which bears interest at the rate of 8.54% and is payable at the
earlier of September 27, 1997 or demand for repayment by the Company. The loan
is secured by interests in real and personal property owned by the Chief
Executive Officer and an affiliated entity.

10. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

A summary of selected quarterly financial information for the years ended
September 30, 1996 and 1995 is as follows:

<TABLE>
<CAPTION>
         1996 QUARTERS                                  FIRST           SECOND            THIRD           FOURTH
<S>                                               <C>              <C>              <C>              <C>
Net sales                                           $ 167,090        $ 159,131        $ 183,105        $ 203,331
Gross margin                                           12,202            7,805            9,420           20,923
Net income (loss)                                      (1,332)          (4,685)          (4,360)           3,139
Net income (loss) applicable to common shares          (3,496)          (6,920)          (6,655)             744
Net income (loss) per common share                       (.23)            (.45)            (.43)             .05

<CAPTION>


         1995 QUARTERS                                  FIRST           SECOND            THIRD           FOURTH
<S>                                               <C>              <C>              <C>              <C>
Net sales                                           $ 164,424        $ 157,213        $ 175,196        $ 168,866
Gross margin                                           15,944           15,812           23,059           16,693
Net income                                              1,008            1,131            5,696            3,769
Net income (loss) applicable to common shares            (898)            (837)           3,667            1,674
Net income (loss) per common share                       (.06)            (.06)             .24              .11
</TABLE>



                                34 Geneva Steel