OREGON STEEL MILLS INC - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549

FORM 10-Q

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002
-------------------------------------------------

OR

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

For the transition period from to
------------------ ---------------------------

Commission File Number 1-9887
---------------------------------------------------------

OREGON STEEL MILLS, INC.
(Exact name of registrant as specified in its charter)

Delaware 94-0506370
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

1000 S.W. Broadway, Suite 2200, Portland, Oregon 97205
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

(503) 223-9228
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No
---- ----

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Common Stock, $.01 Par Value 25,789,854
---------------------------- --------------------------------
Class Number of Shares Outstanding
(as of October 31, 2002)

OREGON STEEL MILLS, INC.
INDEX

Page
----
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets (unaudited)
September 30, 2002 and December 31, 2001............. 2

Consolidated Statements of Income (unaudited)
Three months and nine months ended
September 30, 2002 and 2001.......................... 3

Consolidated Statements of Cash Flows (unaudited)
Nine months ended September 30, 2002 and 2001........ 4

Notes to Consolidated Financial Statements
(unaudited)......................................5 - 15

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............16 - 20

Item 3. Quantitative and Qualitative Disclosures about
Market Risk.............................................20

Item 4. Controls and Procedures.................................20

PART II. OTHER INFORMATION

Item 1. Legal Proceedings ..................................... 21

Item 6. Exhibits and Reports on Form 8-K...................21 - 22

SIGNATURES........................................................ 22

CERTIFICATIONS............................................... 23 - 24

OREGON STEEL MILLS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

September 30, December 31,
2002 2001
------------- ------------

ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 28,013 $ 12,278
Trade accounts receivable, less allowance
for doubtful accounts 86,905 89,132
Inventories 154,223 132,402
Deferred tax asset 20,848 17,998
Other 11,732 7,259
--------- ---------
Total current assets 301,721 259,069
--------- ---------

PROPERTY, PLANT AND EQUIPMENT:
Land and improvements 30,726 30,177
Buildings 52,620 52,463
Machinery and equipment 790,541 787,156
Construction in progress 18,655 9,644
--------- ---------
892,542 879,440
Accumulated depreciation (360,815) (328,386)
--------- ---------
Net property, plant and equipment 531,727 551,054
--------- ---------

Goodwill 520 32,384
Intangibles, net 1,136 1,227
Other assets 28,860 25,842
--------- ---------
Total Assets $ 863,964 $ 869,576
========= =========

LIABILITIES

CURRENT LIABILITIES:
Current portion of long-term debt $ 6,121 $ 9,464
Short-term debt -- 61,638
Accounts payable 79,220 81,270
Accrued expenses 55,885 53,235
--------- ---------
Total current liabilities 141,226 205,607

Long-term debt 303,048 233,542
Deferred employee benefits 23,296 24,077
Environmental liability 32,096 31,350
Deferred income taxes 29,441 29,102
--------- ---------
Total liabilities 529,107 523,678
--------- ---------
Minority interests 25,136 27,312
--------- ---------
STOCKHOLDERS' EQUITY
Common stock, par value $.01 per share 258 258
Additional paid-in capital 227,624 227,618
Retained earnings 96,291 105,218
--------- ---------
324,173 333,094
--------- ---------
Accumulated other comprehensive income:
Cumulative foreign currency translation adjustment (8,947) (9,003)
Minimum pension liability (5,505) (5,505)
--------- ---------
Total stockholders' equity 309,721 318,586
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 863,964 $ 869,576
========= =========

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

-2-

OREGON STEEL MILLS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------- -------------------------------
2002 2001 2002 2001
--------- ----------- --------- ---------

SALES:
Product sales $ 219,104 $ 175,736 $ 624,779 $ 523,035
Freight 15,432 14,249 40,142 41,103
Electricity sales -- 9,335 -- 19,096
--------- --------- --------- ---------

234,536 199,320 664,921 583,234
COSTS AND EXPENSES:
Cost of sales 199,034 167,063 573,845 519,238
Selling, general and administrative
expenses 14,241 16,776 44,149 45,889
Loss (gain) on sale of assets (146) (20) (1,215) 9
Profit participation 1,626 81 3,269 125
--------- --------- --------- ---------
214,755 183,900 620,048 565,261
--------- --------- --------- ---------
Operating income 19,781 15,420 44,873 17,973
OTHER INCOME (EXPENSE):
Interest expense, net (10,734) (9,301) (27,674) (27,155)
Minority interests (1,359) (934) (1,723) (961)
Other, net 745 320 2,216 882
--------- --------- --------- ---------

Income (loss) before income taxes 8,433 5,505 17,692 (9,261)

Income tax (expense) benefit (3,379) (1,926) (7,558) 2,778
--------- --------- ---------

Income (loss) before extraordinary items and
cumulative effect of change in accounting principle
5,054 3,579 10,134 (6,483)
--------- --------- --------- ---------

Extraordinary loss from extinguishment of debt, net
of tax (1,094) -- (1,094) --

Cumulative effect of change in accounting
principle, net of tax, net of minority interest -- -- (17,967) --
--------- --------- --------- ---------

NET INCOME (LOSS) $ 3,960 $ 3,579 $ (8,927) $ (6,483)
========= ========= ========= =========

BASIC EARNINGS (LOSS) PER SHARE
Income (loss) before extraordinary items and
cumulative effect of change in accounting
principle $0.19 $0.14 $0.38 $(0.25)
Extraordinary items (0.04) -- (0.04) --
Cumulative effect of change in accounting
principle -- -- (0.68) --
--------- --------- --------- ---------
Net income (loss) per share $0.15 $0.14 $(0.34) $(0.25)
========= ========= ========= =========
DILUTED EARNINGS (LOSS) PER SHARE
Income (loss) before extraordinary items and
cumulative effect of change in accounting
principle $0.19 $0.13 $0.38 $(0.25)
Extraordinary items (0.04) -- (0.04) --
Cumulative change in accounting principle -- -- (0.67) --
--------- --------- --------- ---------
Net income (loss) per share $0.15 $0.13 $(0.33) $(0.25)
========= ========= ========= =========
WEIGHTED AVERAGE COMMON SHARES AND
COMMON SHARE EQUIVALENTS OUTSTANDING
Basic 26,388 26,378 26,387 26,376
Diluted 26,657 26,587 26,645 26,376

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

-3-

OREGON STEEL MILLS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

Nine Months Ended September 30,
-------------------------------
2002 2001
------------ ------------

Cash flows from operating activities:
Net loss $ (8,927) $ (6,483)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Cumulative effect of change in accounting principle 17,967 --
Depreciation and amortization 34,935 34,364
Deferred income tax provision 8,911 (2,787)
Loss (gain) on sale of assets and investments (1,215) 9
Minority interests' share of income 1,723 961
Changes in current assets and liabilities:
Trade accounts receivables 2,227 (1,807)
Inventories (21,821) (3,132)
Income taxes 3,170 2,651
Other, net 197 (106)
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 37,167 23,670
--------- ---------

Cash flows from investing activities:
Additions to property, plant and equipment (15,958) (10,592)
Proceeds from disposal of property and equipment 1,485 98
Other, net 3,934 4,203
--------- ---------
NET CASH USED BY INVESTING ACTIVITIES (10,539) (6,291)
--------- ---------

Cash flows from financing activities:
Proceeds from bank debt 435,061 539,316
Payments on bank debt and long-term debt (507,613) (549,262)
Deferred credit facility financing costs (1,724) --
Net borrowings (repayments) under Canadian bank revolving
loan facility 1,495 (1,623)
Minority portion of subsidiary's distribution (1,269) (1,276)
Redemption of 11% notes due 2003 (228,250) --
Issuance of 10% notes due 2009 301,255 --
Debt issuance costs (9,909) --
Issue common stock 6 29
--------- ---------

NET CASH USED IN FINANCING ACTIVITIES (10,948) (12,816)
--------- ---------

Effects of foreign currency exchange rate changes on cash 55 (1,408)
--------- ---------

Net increase in cash and cash equivalents 15,735 3,155
Cash and cash equivalents at beginning of period 12,278 3,370
--------- ---------
Cash and cash equivalents at end of period $ 28,013 $ 6,525
========= =========

Supplemental disclosures of cash flow information:
Cash paid for:
--------------
Interest $ 18,026 $ 13,886
Income taxes $ 243 $ 389
Non-cash financing activities:
------------------------------
Interest applied to loan balance $ 2,499 $ 4,964

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

-4-

OREGON STEEL MILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. BASIS OF PRESENTATION
---------------------

The consolidated financial statements include the accounts of Oregon
Steel Mills, Inc. and its subsidiaries (the "Company"), which include
wholly-owned Camrose Pipe Corporation ("CPC"), which through ownership in
another corporation, holds a 60 percent interest in Camrose Pipe Company
("Camrose"); and 87 percent owned New CF&I, Inc. ("New CF&I") which owns a
95.2 percent interest in CF&I Steel, L.P. ("CF&I"). Both New CF&I and CF&I
are stand alone public reporting companies. The Company also directly owns
an additional 4.3 percent interest in CF&I. In January 1998, CF&I assumed
the trade name Rocky Mountain Steel Mills ("RMSM"). All significant
intercompany balances and transactions have been eliminated.

The unaudited financial statements include all adjustments (consisting
of normal recurring accruals) which, in the opinion of management, are
necessary for a fair statement of the interim periods. Results for an
interim period are not necessarily indicative of results for a full year.
Reference should be made to the Company's 2001 Annual Report on Form 10-K
for additional disclosures including a summary of significant accounting
policies.

In June 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, "BUSINESS COMBINATIONS," and SFAS No. 142, "GOODWILL AND
OTHER INTANGIBLE ASSETS," collectively referred to as the "Standards." SFAS
No. 141 supersedes Accounting Principles Board Opinion (APB) No. 16,
"BUSINESS COMBINATIONS." The provisions of SFAS No. 141 (1) require that
the purchase method of accounting be used for all business combinations
initiated after June 30, 2001, and (2) provide specific criteria for the
initial recognition and measurement of intangible assets apart from
goodwill. SFAS No. 141 also requires that, upon adoption of SFAS No. 142,
the Company reclassify the carrying amounts of certain intangible assets
into or out of goodwill, based on certain criteria. SFAS No. 142 supersedes
APB 17, "INTANGIBLE ASSETS," and is effective for fiscal years beginning
after December 15, 2001. SFAS No. 142 primarily addresses the accounting
for goodwill and intangible assets subsequent to their initial recognition.
The provisions of SFAS No. 142 (1) prohibit the amortization of goodwill
and indefinite-lived intangible assets, (2) require that goodwill and
indefinite-lived intangible assets be tested annually for impairment (and
in interim periods if certain events occur indicating that the carrying
value of goodwill and/or indefinite-lived intangible assets may be
impaired), (3) require that reporting units be identified for the purpose
of assessing potential future impairments of goodwill, and (4) remove the
forty-year limitation on the amortization period of intangible assets that
have finite lives. The Company adopted the provisions of SFAS No. 141 and
142 during its first quarter ended March 31, 2002. See Note 6 for further
information.

On October 3, 2001, the FASB issued SFAS No. 144 "ACCOUNTING FOR THE
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS." SFAS No. 144 supercedes SFAS
No. 121 "ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR
LONG-LIVED ASSETS TO BE DISPOSED Of." SFAS No. 144 applies to all
long-lived assets (including discontinued operations) and consequently
amends Accounting Principles Board Opinion No. 30 (APB 30), REPORTING
RESULTS OF OPERATIONS - REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF
A BUSINESS." SFAS No. 144 develops one accounting model for long-lived
assets that are to be disposed of by sale. SFAS No. 144 requires that
long-lived assets that are to be disposed of by sale be measured at the
lower of book value or fair value less cost to sell. Additionally, SFAS
No. 144 expands the scope of discontinued operations to include all
components of an entity with operations that (1) can be distinguished from
the rest of the entity and (2) will be eliminated from the ongoing
operations of the entity in a disposal transaction. SFAS No. 144 was
effective for the Company for the year beginning January 1, 2002. The
adoption of this standard did not have a material effect on the Company's
financial statements.

In May 2002, the FASB issued SFAS No. 145, "RECISSION OF FAS NOS. 4,
44, AND 64, AMENDMENT OF FAS 13, AND TECHNICAL CORRECTIONS." Among other
things, SFAS No. 145 rescinds various pronouncements regarding early
extinguishment of debt and allows extraordinary accounting treatment for
early extinguishment only when the provisions of Accounting Principles
Board Opinion No. 30, "REPORTING THE RESULTS OF OPERATIONS - REPORTING THE
EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL
AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS" are met. SFAS No. 145
provisions regarding early extinguishment of debt are generally effective
for fiscal years beginning after May 15, 2002. In mid-July 2002, the
Company refinanced its credit facility and redeemed its 11% First Mortgage
Notes due 2003, resulting in a $1.1 million extraordinary loss, net of
taxes, on the early extinguishment of

-5-

debt. The amount recognized consisted primarily of the write-off of
unamortized fees and expenses. The adoption of SFAS 145 will cause a
reclassification of the extraordinary loss from extinguishment of debt to
ordinary income.

In July of 2002, the FASB issued SFAS No. 146, "ACCOUNTING FOR THE
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS AND FOR OBLIGATIONS ASSOCIATED
WITH DISPOSAL ACTIVITIES." SFAS No. 146 addresses the differences in
accounting for long-lived assets and operations (segments) to be disposed
of under SFAS No. 121 and APB No. 30 and accounting for costs associated
with those and other disposal activities, including restructuring
activities, under Emerging Issues Task Force ("EITF") Issue No. 94-3. SFAS
No. 146 is effective for disposal activities after December 31, 2002, with
early application encouraged. The Company does not believe that the
adoption of this statement will have a material impact on its consolidated
financial statements.

Certain reclassifications have been made in prior periods to conform
to the current year presentation. Such reclassifications do not affect
results of operations as previously reported.

2. INVENTORIES
-----------

Inventories were as follows:
September 30, December 31,
------------- ------------
2002 2001
----------- --------
(In thousands)

Raw materials $ 12,083 $ 11,419
Semi-finished product 57,330 51,777
Finished product 55,259 41,201
Stores and operating supplies 29,551 28,005
-------- --------
Total inventory $154,223 $132,402
======== ========

As of September 30, 2002, inventory increased from December 31, 2001
primarily due to raw material and finished goods in-transit at the end of
September 2002. Additionally, semi-finished inventory increased due to
higher production for the large diameter welded pipe.

-6-

3. NET INCOME (LOSS) PER SHARE
---------------------------

Basic and diluted net income (loss) per share was as follows:

THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- -------------------------------
2002 2001 2002 2001
-------- -------- -------- --------
(In thousands, except per share amounts)

Weighted average number of
common shares outstanding 25,790 25,780 25,789 25,778
Shares of common stock to be
issued March 2003 598 598 598 598
-------- -------- -------- --------

Basic weighted average
shares outstanding 26,388 26,378 26,387 26,376
Dilutive effect of:
Employee stock options 269 209 258 --
-------- -------- -------- -------

Weighted average number of shares outstanding:
Assuming dilution 26,657 26,587 26,645 26,376
======== ======== ======== =======

Net income (loss) before extraordinary
items and cumulative effect of
change in accounting principle $ 5,054 $ 3,579 $ 10,134 $(6,483)
Extraordinary items net of tax (1,094) -- (1,094) --
Cumulative effect of change in
accounting principle, net of tax,
net of minority interest -- -- (17,967) --
-------- -------- ---------- ------

Net income (loss) $ 3,960 $ 3,579 $ (8,927) $(6,483)
======== ======== ========= =======

Basic income (loss) per share:
Before extraordinary items
and cumulative effect of change
in accounting principle $ 0.19 $ 0.14 $ 0.38 $ (0.25)
Extraordinary items (0.04) -- (0.04) --
Cumulative effect of change in
accounting principle -- -- (0.68) --
-------- -------- ---------- -------

$ 0.15 $ 0.14 $ (0.34) $ (0.25)
======== ======== ========== =======
Diluted income (loss) per share:
Before extraordinary items and
cumulative effect of change
in accounting principle $ 0.19 $ 0.13 $ 0.38 $ (0.25)
Extraordinary items (0.04) -- (0.04) --
Cumulative effect of change in
accounting principle -- -- (0.67) --
-------- -------- ---------- -------

$ 0.15 $ 0.13 $ (0.33) $ (0.25)
======== ======== ========== =======

Weighted average common shares outstanding, assuming dilution, includes the
incremental shares that would be issued upon the assumed exercise of stock
options for the period they were outstanding. For the three and nine months
ended September 30, 2002, 32,000 of the Company's stock options outstanding were
excluded from the calculation of diluted earnings per share, as to include them
would have been antidilutive. For the three and nine months ended September 30,
2001, approximately 416,700 of the Company's stock options outstanding were
excluded from the calculation.

-7-

4. COMPREHENSIVE INCOME (LOSS)
---------------------------

Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ---------------------
2002 2001 2002 2001
--------- -------- -------- --------
(In thousands) (In thousands)

Net income (loss) $ 3,960 $ 3,579 $(8,927) $(6,483)
Foreign currency translation
adjustment (1,019) (1,083) 55 (1,408)
------- ------- ------- -------
Comprehensive income (loss) $ 2,941 $ 2,496 $(8,872) $(7,891)
======= ======= ======= =======

5. DEBT, FINANCING ARRANGEMENTS, AND LIQUIDITY
-------------------------------------------

Debt balances were as follows:

SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- ------------
(In thousands)

11% First Mortgage Notes due 2003 ("11% Notes") $ -- $ 228,250
10% First Mortgage Notes due 2009 ("10% Notes") 305,000 --
--------- ---------

305,000 228,250
Revolving credit facility -- 61,638
CF&I acquisition term loan 6,121 14,536
Camrose revolving bank loan 1,715 220
--------- ---------
Total debt 312,836 304,644
Less unamortized discount on 10% Notes (3,667) --
Less short-term debt and current portion
of long-term debt (6,121) (71,102)
--------- ---------
Non-current maturity of long-term debt $ 303,048 $ 233,542
========= =========

On July 15, 2002, the Company issued $305 million of 10% First Mortgage
Notes due 2009 ("10% Notes") in a private offering at a discount of 98.772% and
an interest rate of 10%. Interest is payable on January 15 and July 15 of each
year. The proceeds of this issuance were used to redeem the Company's 11% First
Mortgage Notes due 2003 (including interest accrued from June 16, 2002 until the
redemption date of August 14, 2002), refinance its existing credit agreement,
and for working capital and general corporate purposes. The existing credit
agreement was replaced with a new $75 million credit facility that will expire
on June 30, 2005. As of September 30, 2002, the Company had outstanding $305
million principal amount of 10% Notes. The Indenture under which the Notes were
issued contains restrictions on new indebtedness and various types of
disbursements, including dividends, based on the Company's net income in
relation to its fixed charges, as defined. Under these restrictions, there was
no amount available for cash dividends at September 30, 2002. On August 16,
2002, the Company filed a registration statement on Form S-4 to exchange the 10%
Notes for notes with substantially identical terms registered with the
Securities and Exchange Commission. The New CF & I and CF&I (collectively
"Guarantors") guarantee the obligations of the 10% Notes, and those guarantees
are secured by a lien on substantially all of the property, plant and equipment
and certain assets of the Guarantors, excluding accounts receivables and
inventory.

The Company paid approximately $12 million for refinancing costs
associated with the new notes and credit facility. These costs were capitalized
and will be appropriately amortized as interest expense over the respective
terms of the new note and credit facility.

As of September 30, 2002, the Company maintained a $75 million revolving
credit facility ("Credit Agreement"), which will expire on June 30, 2005. At
September 30, 2002, $6.7 million was restricted under the outstanding letters of
credit and $68.3 million was available for use. The Credit Agreement contains
various restrictive covenants including a minimum consolidated tangible net
worth amount, a minimum earnings before interest, taxes, depreciation and
amortization ("EBITDA") amount, a minimum fixed charge coverage ratio,
limitations on maximum annual capital expenditures,

-8-

limitations on stockholder dividends and limitations on incurring new or
additional debt obligations other than as allowed by the Credit Agreement. The
Company was in compliance with such covenants at September 30, 2002. In
addition, the Company cannot pay cash dividends without prior approval from the
lenders.

CF&I incurred $67.5 million in term debt in 1993 as part of the purchase
price of certain assets, principally the Pueblo, Colorado steelmaking and
finishing facilities ("Pueblo Mill"), from CF&I Steel Corporation. This debt is
unsecured and is payable over ten years, bearing interest at 9.5%. As of
September 30, 2002, the outstanding balance of the debt was $6.1 million, all of
which was classified as short-term.

Camrose maintains a (CDN) $15 million revolving credit facility with a
Canadian bank, the proceeds of which may be used for working capital and general
business purposes by Camrose. The facility is collateralized by substantially
all of the assets of Camrose, and borrowings under this facility are limited to
an amount equal to the sum of the product of specified advance rates and
Camrose's eligible trade accounts receivable and inventories. This facility
expires in September 2004. At September 30, 2002, the outstanding balance under
the credit facility was $1.7 million.

As of September 30, 2002, principal payments on debt are due as follows
(in thousands):

Remainder 2002 $ 1,049
2003 6,787
2004-2008 -
2009 305,000
--------
$312,836
========

The Company is able to draw up to $15 million of the borrowings available
under the Credit Agreement to support issuance of letters of credit and similar
contracts. At September 30, 2002, $6.7 million was restricted under outstanding
letters of credit.

6. GOODWILL AND INTANGIBLE ASSETS

Effective January 1, 2002, the Company adopted SFAS No.142, "GOODWILL AND
OTHER INTANGIBLE ASSETS." As part of this adoption, the Company ceased
amortizing all goodwill and assessed goodwill for possible impairment. As an
initial step, the Company tested goodwill impairment within its two business
units - the Oregon Steel Division and the Rocky Mountain Steel Mills ("RMSM")
Division. These two business units qualify as reporting units in that they are
one level below the Company's single reportable segment (as defined in SFAS No.
131, "DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION"). The
aggregation of these reporting units, under SFAS No. 131, is appropriate given
that both business units operate in a single reportable segment, the steel
industry. Reference should be made to the Company's 2001 Annual Report on Form
10-K for additional disclosure on segment reporting.

As required under the transitional accounting provisions of SFAS No. 142,
the Company completed the steps required to identify and measure goodwill
impairment at each reporting unit. The reporting units were measured for
impairment by comparing implied fair value of the reporting units' goodwill with
the carrying amount of the goodwill. As a result, the entire goodwill at the
RMSM Division was written off in the amount of $31.9 million, and a net charge
of $18.0 million (after tax and minority interest) was recognized as a
cumulative effect of a change in accounting principle during the first quarter
of 2002. Historical earnings and applying an earnings multiple resulted in the
identification of an impairment that was recognized at the reporting units. The
implementation of SFAS No. 142 required the use of judgements, estimates and
assumptions in the determination of fair value and impairment amounts related to
the required testing. Prior to adoption of SFAS No. 142, the Company had
historically evaluated goodwill for impairment by comparing the entity level
unamortized balance of goodwill to projected undiscounted cash flows, which did
not result in an indicated impairment.

Additionally, pursuant to SFAS No. 142, the Company completed its
reassessment of finite intangible asset lives, which consists of proprietary
technology at the RMSM Division. Based on this reassessment, no adjustment was
needed on the proprietary technology. The Company does not have any other
acquired intangible assets, whether finite or indefinite lived assets.

Listed below are details of the goodwill and intangibles of the Company.
Also included is a report of what adjusted earnings per share would have been if
amortization had not taken place for the three and nine months ended September
30, 2002.

-9-

GOODWILL
- --------

The changes in the carrying amount of goodwill for the nine months ended
September 30, 2002 are as follows (in thousands):

RMSM OREGON STEEL
DIVISION DIVISION TOTAL
-------- ------------ ----------
(in thousands)
BALANCE AS OF JANUARY 1, 2002 $ 31,863 $520 $ 32,383
-------- ---- --------

Goodwill written off related to
adoption of SFAS No. 142 (31,863) - (31,863)
------- ---- --------

BALANCE AS OF SEPTEMBER 30, 2002 $ - $520 $ 520
======== ==== ========

INTANGIBLE ASSETS
- -----------------

The carrying amount of intangible assets and the associated
amortization expenses are as follows:

AS OF SEPTEMBER 30, 2002
-----------------------------
GROSS CARRYING ACCUMULATED
AMOUNT AMORTIZATION
-------------- ------------
(IN THOUSANDS)

AMORTIZED INTANGIBLE ASSETS: (FN1)
- ----------------------------------
Proprietary technology $1,892 $ (756)

AGGREGATE AMORTIZATION EXPENSE: 2002 2001
- ------------------------------- ---- ----
For the three months ended $ 30 $ 30
For the nine months ended $ 91 $ 91

ESTIMATED AMORTIZATION EXPENSE:
- -------------------------------
For the year ended 12/31/02 $ 122
For the year ended 12/31/03 $ 122
For the year ended 12/31/04 $ 122
For the year ended 12/31/05 $ 122
For the year ended 12/31/06 $ 122

(FN1) Weighted average amortization period is 16 years.

-10-

The following adjusts reported net income (loss) and earnings (loss) per
share to exclude goodwill amortization:

7. CONTINGENCIES

ENVIRONMENTAL MATTERS
---------------------

All material environmental remediation liabilities for non-capital
expenditures, which are probable and estimable, are recorded in the financial
statements based on current technologies and current environmental standards at
the time of evaluation. Adjustments are made when additional information is
available that suggests different remediation methods or periods may be required
and affect the total cost. The best estimate of the probable cost within a range
is recorded; however, if there is no best estimate, the low end of the range is
recorded and the range is disclosed.

OREGON STEEL DIVISION

In May 2000, the Company entered into a Voluntary Clean-up Agreement
with the Oregon Department of Environmental Quality ("DEQ") committing the
Company to conduct an investigation of whether, and to what extent, past or
present operations at the Company's steel plate minimill in Portland, Oregon
("Portland Mill") may have affected sediment quality in the Willamette River.
Based on preliminary findings, the DEQ has requested the Company to begin a full
remedial investigation ("RI"), including areas of investigation throughout the
Portland Mill, and implement source control as required. The Company estimates
that costs of the RI study could range from $900,000 to $1,993,000 over the next
two years. Based on a best estimate, the Company has accrued a liability of
$1,284,000 as of September 30, 2002. The Company has also recorded a $1,284,000
receivable for insurance proceeds that are expected to cover these RI costs
because the Company's insurer is defending this matter, subject to a standard
reservation of rights, and is paying these RI costs as incurred. Based upon the
results of the RI, the DEQ may require the Company to incur costs associated
with additional phases of investigation, remedial action or implementation of
source controls, which could have a material adverse effect on the Company's
results of operations because it may cause costs to exceed available insurance
or because insurance may not cover those particular costs. The Company is unable
at this time to determine if the likelihood of an unfavorable outcome or loss is
either probable or remote, or to estimate a dollar amount range for a potential
loss.

In a related manner, in December 2000, the Company received a general
notice letter from the U.S. Environmental Protection Agency ("EPA"), identifying
it, along with 68 other entities, as a potentially responsible party ("PRP")
under the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA") with respect to contamination in a portion of the Willamette River
that has been designated as the "Portland Harbor Superfund Site." The letter
advised the Company that it may be liable for costs of remedial investigation
and remedial action at the site (which liability, under CERCLA, is joint and
several with other PRPs) as well as for natural resource damages that may be
associated with any

-11-

releases of contaminants (principally at the Portland Mill site) for which the
Company has liability. At this time, nine private and public entities have
signed an Administrative Order of Consent ("AOC") to perform a remedial
investigation/feasibility study ("RI/FS") of the Portland Harbor Superfund Site
under EPA oversight. The RI/FS is expected to take three to five years to
complete. The Company is a member of the Lower Willamette Group, which is
funding that investigation, and it signed a Coordination and Cooperation
Agreement with the EPA that binds it to all terms of the AOC. The Company's
budgeted assessment for costs associated with the RI/FS for 2002 is
approximately $200,000, all of which has been covered by the Company's insurer.
As a best estimate of the RI/FS costs for years after 2002, the Company has
accrued $600,000 as of September 30, 2002. The Company has also recorded a
$600,000 receivable for insurance proceeds that are expected to cover these
RI/FS costs because the Company's insurer is defending this matter, subject to a
standard reservation of rights, and is paying these RI/FS costs as incurred.
Although the EPA has not yet defined the boundaries of the Portland Harbor
Superfund Site, the AOC requires the RI/FS to focus on an "initial study area"
that does not now include the portion of the Willamette River adjacent to the
Portland Mill. The study area, however, may be expanded. At the conclusion of
the RI/FS, the EPA will issue a Record of Decision setting forth any remedial
action that it requires to be implemented by the PRPs. A determination that the
Company is a PRP could cause the Company to incur costs associated with remedial
action, natural resource damage and natural resource restoration, the costs of
which may exceed available insurance or which may not be covered by insurance,
which therefore could have a material adverse effect on the Company's results of
operations. The Company is unable to estimate a dollar amount range for any
related remedial action that may be implemented by the EPA.

On April 18, 2001, the United Steelworkers of America (the "Union"),
along with two other groups, filed suit against the Company under the citizen
suit provisions of the Clean Air Act ("CAA") in U.S. District Court in Portland,
Oregon. The suit alleges that the Company has violated various air emission
limits and conditions of its operating permits at the Portland Mill
approximately 100 times since 1995. The suit seeks injunctive relief and
unspecified civil penalties. On July 17, 2002, the federal magistrate
recommended dismissing the majority of the plaintiffs' claims and limiting the
type of relief the plaintiffs could receive if they succeeded in proving the
remaining allegations. The magistrate's recommendations are currently subject to
review by a federal district court judge. If trial were to occur, it is expected
to be scheduled for early 2003. The Company believes it has factual and legal
defenses to the allegations and intends to defend the matter vigorously.
Although the Company believes it will prevail, it is not presently possible to
estimate the liability if there is ultimately an adverse determination.

RMSM DIVISION

In connection with the acquisition of the steelmaking and finishing
facilities located at Pueblo, Colorado ("Pueblo Mill"), CF&I accrued a liability
of $36.7 million for environmental remediation related to the prior owner's
operations. CF&I believed this amount was the best estimate of costs from a
range of $23.1 million to $43.6 million. CF&I's estimate of this liability was
based on two remediation investigations conducted by environmental engineering
consultants, and included costs for the Resource Conservation and Recovery Act
facility investigation, a corrective measures study, remedial action, and
operation and maintenance associated with the proposed remedial actions. In
October 1995, CF&I and the Colorado Department of Public Health and Environment
("CDPHE") finalized a postclosure permit for hazardous waste units at the Pueblo
Mill. As part of the postclosure permit requirements, CF&I must conduct a
corrective action program for the 82 solid waste management units at the
facility and continue to address projects on a prioritized corrective action
schedule which substantially reflects a straight-line rate of expenditure over
30 years. The State of Colorado mandated that the schedule for corrective action
could be accelerated if new data indicated a greater threat existed to the
environment than was presently believed to exist. At September 30, 2002, the
accrued liability was $30.2 million, of which $26.6 million was classified as
non-current on the consolidated balance sheet.

The CDPHE inspected the Pueblo Mill in 1999 for possible environmental
violations, and in the fourth quarter of 1999 issued a Compliance Advisory
indicating that air quality regulations had been violated, which was followed by
the filing of a judicial enforcement action ("Action") in the second quarter of
2000. In March 2002, CF&I and CDPHE reached a settlement of the Action, which
was approved by the court (the "State Consent Decree"). The State Consent Decree
provides for CF&I to pay $300,000 in penalties, fund $1.5 million of community
projects, and to pay approximately $400,000 for consulting services. CF&I is
also required to make certain capital improvements expected to cost
approximately $20 million, including converting to the new single New Source
Performance Standards Subpart AAa ("NSPS AAa") compliant furnace discussed
below. The State Consent Decree provides that the two existing furnaces will be
permanently shut down approximately 16 months after the issuance of a Prevention
of Significant Deterioration ("PSD") air permit. CF&I applied for the PSD permit
in April 2002. Terms of that permit are still under discussion with the State
and it has not yet been issued.

-12-

In May 2000, the EPA issued a final determination that one of the two
electric arc furnaces at the Pueblo Mill was subject to federal NSPS AA. This
determination was contrary to an earlier "grandfather" determination first made
in 1996 by CDPHE. CF&I appealed the EPA determination in the federal Tenth
Circuit Court of Appeals, and that appeal is pending. CF&I has negotiated a
settlement in principal of this matter with EPA. Under that agreement and
overlapping with the commitments made to the CDPHE described below, CF&I will
commit to the conversion to the new NSPS AAa compliant furnace (to be completed
approximately two years after permit approval and expected to cost, with all
related emission control improvements, approximately $20 million), and to pay
approximately $450,000 in penalties and fund certain supplemental environmental
projects valued at approximately $1.1 million, including the installation of
certain pollution control equipment at the Pueblo Mill. The above mentioned
expenditures for supplemental environmental projects will be both capital and
non-capital expenditures. Once the settlement agreement is finalized, the EPA
will file two proposed federal Consent Decrees, which, if approved by the
courts, will fully resolve all NSPS and PSD issues. At that time CF&I will
dismiss its appeal against the EPA. If the proposed settlement with the EPA is
not finalized, which appears unlikely, it would not be possible to estimate the
liability if there were ultimately an adverse determination of this matter.

In response to the CDPHE settlement and the resolution of the EPA
action, CF&I has accrued $3.0 million as of September 30, 2002 for possible
fines and non-capital related expenditures.

In December 2001, the State of Colorado issued a Title V air emission
permit to CF&I under the CAA requiring that the furnace subject to the EPA
action operate in compliance with NSPS AA standards. This permit was modified in
April 2002 to incorporate the longer compliance schedule that is part of the
settlement with the CDPHE and is part of the negotiations with the EPA. In
September 2002, the Company submitted a request for a further extension of
certain Title V compliance deadlines, consistent with a joint petition by the
State and the Company for an extension of the same deadlines in the State
Consent Decree. This modification gives CF&I adequate time (at least 10 months
after CDPHE issues the PSD permit) to convert to a single NSPS AAa compliant
furnace. Any decrease in steelmaking production during the furnace conversion
period when both furnaces are expected to be shut down will be offset by
increasing production prior to the conversion period by building up
semi-finished steel inventory and, if necessary, purchasing semi-finished steel
("billets") for conversion into rod products at spot market prices at costs
comparable to internally generated billets. Pricing and availability of billets
is subject to significant volatility. However, the Company believes that near
term supplies of billets will continue to be available in sufficient quantities
at favorable prices.

In a related matter, in April 2000, the Union filed suit in U.S.
District Court in Denver, Colorado, asserting that the Company and CF&I had
violated the CAA at the Pueblo Mill for a period extending over five years. The
Union sought declaratory judgement regarding the applicability of certain
emission standards, injunctive relief, civil penalties and attorney's fees. On
July 6, 2001, the presiding judge dismissed the suit. The Union has appealed the
decision and the Company is defending the appeal. While the Company does not
believe the suit will have a material adverse effect on its results of
operations, the result of litigation, such as this, is difficult to predict and
an adverse outcome with significant penalties is possible. It is not presently
possible to estimate the liability if there is ultimately an adverse
determination on appeal.

LABOR DISPUTE
-------------

The labor contract at CF&I expired on September 30, 1997. After a brief
contract extension intended to help facilitate a possible agreement, on October
3, 1997, the Union initiated a strike at CF&I for approximately 1,000 bargaining
unit employees. The parties, however, failed to reach final agreement on a new
labor contract due to differences on economic issues. As a result of contingency
planning, CF&I was able to avoid complete suspension of operations at the Pueblo
Mill by utilizing a combination of new hires, striking employees who returned to
work, contractors and salaried employees.

On December 30, 1997, the Union called off the strike and made an
unconditional offer on behalf of its members to return to work. At the time of
this offer, because CF&I had permanently replaced the striking employees, only a
few vacancies existed at the Pueblo Mill. Since that time, vacancies have
occurred and have been filled by formerly striking employees ("Unreinstated
Employees"). As of September 30, 2002, approximately 710 Unreinstated Employees
have either returned to work or have declined CF&I's offer of equivalent work.
At September 30, 2002, approximately 220 Unreinstated Employees remain
unreinstated.

On February 27, 1998, the Regional Director of the National Labor
Relations Board ("NLRB") Denver office issued a complaint against CF&I, alleging
violations of several provisions of the National Labor Relations Act ("NLRA").
On August 17, 1998, a hearing on these allegations commenced before an
Administrative Law Judge ("Judge"). Testimony and other evidence were presented
at various sessions in the latter part of 1998 and early 1999, concluding on
February 25, 1999.

-13-

On May 17, 2000, the Judge rendered a decision which, among other things, found
CF&I liable for certain unfair labor practices and ordered as remedy the
reinstatement of all 1,000 Unreinstated Employees, effective as of December 30,
1997, with back pay and benefits, plus interest, less interim earnings. Since
January 1998, the Company has been returning unreinstated strikers to jobs as
positions became open. As noted above, there were approximately 220 Unreinstated
Employees as of September 30, 2002. On August 2, 2000, CF&I filed an appeal with
the NLRB in Washington, D.C. A separate hearing concluded in February 2000, with
the judge for that hearing rendering a decision on August 7, 2000, that certain
of the Union's actions undertaken since the beginning of the strike did
constitute misconduct and violations of certain provisions of the NLRA. The
Union has appealed this determination to the NLRB. In both cases, the
non-prevailing party in the NLRB's decision will be entitled to appeal to the
appropriate U.S. Circuit Court of Appeals. CF&I believes both the facts and the
law fully support its position that the strike was economic in nature and that
it was not obligated to displace the properly hired replacement employees. The
Company does not believe that final judicial action on the strike issues is
likely for at least two to three years.

In the event there is an adverse determination of these issues,
Unreinstated Employees could be entitled to back pay, including benefits, plus
interest, from the date of the Union's unconditional offer to return to work
through the date of their reinstatement or a date deemed appropriate by the NLRB
or an appellate court. The number of Unreinstated Employees entitled to back pay
may be limited to the number of past and present replacement workers; however,
the Union might assert that all Unreinstated Employees should be entitled to
back pay. Back pay is generally determined by the quarterly earnings of those
working less interim wages earned elsewhere by the Unreinstated Employees. In
addition to other considerations, each Unreinstated Employee has a duty to take
reasonable steps to mitigate the liability for back pay by seeking employment
elsewhere that has comparable working conditions and compensation. Any estimate
of the potential liability for back pay will depend significantly on the ability
to assess the amount of interim wages earned by these employees since the
beginning of the strike, as noted above. Due to the lack of accurate information
on interim earnings for both reinstated and Unreinstated Employees and sentiment
of the Union towards the Company, it is not currently possible to obtain the
necessary data to calculate possible back pay. In addition, the NLRB's findings
of misconduct by the Union may mitigate any back pay award with respect to any
Unreinstated Employees proven to have taken part or participated in acts of
misconduct during and after the strike. Thus, it is not presently possible to
estimate the liability if there is ultimately an adverse determination against
CF&I. An ultimate adverse determination against CF&I on these issues may have a
material adverse effect on the Company's consolidated financial condition,
results of operations, or cash flows. CF&I does not intend to agree to any
settlement of this matter that will have a material adverse effect on the
Company. In connection with the ongoing labor dispute, the Union has undertaken
certain activities designed to exert public pressure on CF&I. Although such
activities have generated some publicity in news media, CF&I believes that they
have had little or no material impact on its operations.

During the strike by the Union at CF&I, certain bargaining unit
employees of the Colorado & Wyoming Railway Company ("C&W"), a wholly-owned
subsidiary of New CF&I, refused to report to work for an extended period of
time, claiming that concerns for their safety prevented them from crossing the
picket line. The bargaining unit employees of C&W were not on strike, and
because the other C&W employees reported to work without incident, C&W
considered those employees to have quit their employment and, accordingly, C&W
declined to allow those individuals to return to work. The various unions
representing those individuals filed claims with C&W asserting that C&W had
violated certain provisions of the applicable collective bargaining agreement,
the Federal Railroad Safety Act ("FRSA"), or the Railway Labor Act. In all of
the claims, the unions demand reinstatement of the former employees with their
seniority intact, back pay and benefits.

The United Transportation Union, representing thirty of those former
employees, asserted that their members were protected under the FRSA and pursued
their claim before the Public Law Board ("PLB"). A hearing was held in November
1999, and the PLB, with one member dissenting, rendered an award on January 8,
2001 against C&W, ordering the reinstatement of those claimants who intend to
return to work for C&W, at their prior seniority, with back pay and benefits,
net of interim wages and benefits received elsewhere. On February 6, 2001, C&W
filed a petition for review of that award in the District Court for the District
of Colorado. The District Court issued an order upholding the PLB award and is
now considering possible back pay and benefits. A hearing on the back pay is now
scheduled for January 22, 2003. On May 23, 2002, C&W filed an appeal of the
District Court's order in the United States Court of Appeals. The appeal was
dismissed as being premature given that the hearing on back pay has not yet
occurred. Given the uncertantity as to the methodology which will be used by the
District Court to determine the amount of back pay and the extent to which the
adverse and mitigating factors discussed above will impact the liability for
back pay and benefits, it is not presently possible to estimate the liability if
there is ultimately an adverse determination against C&W.

-14-

The Transportation-Communications International Union, Brotherhood
Railway Carmen Division, representing six of those former C&W employees,
asserted that their members were protected under the terms of the collective
bargaining agreement and pursued their claim before a separate PLB. A hearing
was held in January 2001, and that PLB, with one member dissenting, rendered an
award on March 14, 2001 against C&W, ordering the reinstatement of those
claimants who intend to return to work for C&W, at their prior seniority, with
back pay and benefits, net of interim wages earned elsewhere. As of September
30, 2002, two of the six former employees have accepted a settlement from C&W.
The remaining four do not agree with the award amount from the court. The
Company does not believe an adverse determination against C&W of this matter
would have a material adverse effect on the Company's results of operations.

-15-

OREGON STEEL MILLS, INC.

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

General
- -------

The following information contains forward-looking statements, which are
subject to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Statements made in this report that are not statements of
historical fact are forward-looking statements. Forward-looking statements made
in this report can be identified by forward-looking words such as, but not
limited to, "expect," "anticipate," "believe," "intend," "plan," "seek,"
"estimate," "continue," "may," "will," "would," "could," and similar
expressions. These forward-looking statements are subject to risks and
uncertainties and actual results could differ materially from those projected.
These risks and uncertainties include, but are not limited to, general business
and economic conditions; competitive products and pricing, as well as
fluctuations in demand; the supply of imported steel and subsidies provided by
foreign governments to support steel companies domiciled in their countries;
changes in U.S. or foreign trade policies affecting steel imports or exports;
potential equipment malfunction; work stoppages; plant construction and repair
delays; reduction in electricity supplies and the related increased costs and
possible interruptions of supply; changes in the availability and costs of raw
materials and supplies used by the Company; costs of environmental compliance
and the impact of governmental regulations; risks related to the outcome of the
pending union dispute; and failure of the Company to predict the impact of lost
revenues associated with interruption of the Company's, its customers' or
suppliers' operations.

The Company is organized into two business units known as the Oregon Steel
Division and the Rocky Mountain Steel Mills ("RMSM") Division. The Oregon Steel
Division is centered on the Company's steel plate minimill in Portland, Oregon
("Portland Mill"). In addition to the Portland Mill, the Oregon Steel Division
includes the Company's large diameter pipe finishing facility in Napa,
California and the large diameter and electric resistance welded pipe facility
in Camrose, Alberta. The RMSM Division consists of the steelmaking and finishing
facilities of CF&I Steel, L.P. ("CF&I") located in Pueblo, Colorado, as well as
certain related operations.

The Company expects to ship approximately 1.8 million tons of product
during 2002. The Oregon Steel Division anticipates that it will ship
approximately 504,000 tons of welded pipe and approximately 494,000 tons of
plate and coil products during 2002. The increase in anticipated welded pipe
shipments in 2002 over 2001 is due primarily to the Kern River Expansion
Project, which will require production of more than 370,000 tons. The Company
expects that this order will be completed and shipped by the end of 2002. The
RMSM Division anticipates that it will ship approximately 378,000 tons of rail,
approximately 435,000 tons of rod and bar and approximately 23,000 tons of other
products in 2002.

-16-

Results of Operations
- ---------------------

The following table sets forth by division tonnage sold, sales and average
selling price per ton:

THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------- --------------------------
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- --------------------------
2002 2001 2002 2001
---------- ---------- --------- ----------

Total tonnage sold:
Oregon Steel Division:
Plate and Coil 113,467 105,010 367,683 376,724
Welded Pipe 125,306 101,799 336,665 254,892
---------- ---------- ---------- ----------
Total Oregon Steel Division 238,773 206,809 704,348 631,616
---------- ---------- ---------- ----------
RMSM Division:
Rail 88,843 56,027 288,728 166,673
Rod and Bar 108,116 115,828 328,358 321,940
Seamless Pipe (FN1) 11,433 17,482 20,725 84,532
Semi-finished -- 318 2,584 4,485
---------- ---------- ---------- ----------
Total RMSM Division 208,392 189,655 640,395 577,630
---------- ---------- ---------- ----------
Total Company 447,165 396,464 1,344,743 1,209,246
========== ========== ========== ==========

Product sales (in thousands): (FN2)
Oregon Steel Division $ 139,670 $ 105,504 $ 384,518 $ 304,848
RMSM Division 79,434 70,232 240,261 218,187
---------- ---------- ---------- ----------
Total Company $ 219,104 $ 175,736 $ 624,779 $ 523,035
========== ========== ========== ==========

Average selling price per ton: (FN2)
Oregon Steel Division $ 585 $ 510 $ 546 $ 483
RMSM Division $ 381 $ 370 $ 375 $ 378
Company Average $ 490 $ 443 $ 465 $ 433

(FN1)The Company suspended operation of the seamless pipe mill from November
2001 to April 2002 and from mid-August 2002 to mid-September 2002.

(FN2)Product sales and average selling price per ton exclude freight revenues in
the three and nine months ended September 30, 2002 and 2001, and the sale
of electricity in the three and nine months ended September 30, 2001.

SALES. Consolidated sales increased $35.2 million, or 17.7%, to $234.5
million, and $81.7 million, or 14.0%, to $664.9 million for the three and nine
months ended September 30, 2002, respectively, over the same periods in 2001.
Included in the consolidated sales is $15.4 million and $40.1 million in freight
revenue for the three and nine months ended September 30, 2002, compared to
$14.3 million and $41.1 million in the consolidated sales of 2001. The Company
did not have any sales of electricity in 2002, compared to $9.3 million and
$19.1 million in the three and nine months ended September 30, 2001,
respectively. Shipments for the three and nine months ended September 30, 2002
were up 12.8% at 447,165 tons with an average selling price of $490 per ton and
11.2% at 1,344,743 tons with an average selling price of $465 per ton,
respectively. This is compared to 396,464 tons with an average selling price of
$443 per ton and 1,209,246 tons with an average selling price of $433 per ton,
during the corresponding 2001 periods. The increase in average selling prices
was due primarily to higher average selling prices for most of the Company's
products, the shift of product mix to welded pipe and rail products.

OREGON STEEL DIVISION. The Division's product sales of $139.7 million and
$384.5 million increased 32.4% and 26.1% for the three and nine months ended
September 30, 2002, compared to $105.5 million and $304.8 million for the same
periods in 2001. For the three and nine months ended September 30, 2002, the
Division shipped 238,773 tons and 704,348 tons of plate, coil and welded pipe
products at an average selling price of $585 and $546 per ton, compared to
206,809 tons and 631,616 tons of product at an average selling price of $510 and
$483 per ton for the same periods in 2001. The increase in both product sales
and average selling prices were due to higher average selling prices for coil,
welded pipe product and a greater mix of higher priced welded pipe products
attributable to the increased pipe orders. The Company anticipates that the sale
of welded pipe will continue to account for a substantial portion of the
Division's product sales for the remainder of 2002.

-17-

RMSM DIVISION. The Division's product sales of $79.4 million and $240.3
million increased 13.1% and 10.1% for the three and nine months ended September
30, 2002, compared to $70.2 million and $218.2 million for the same periods in
2001. For the three and nine months ended September 30, 2002, the Division
shipped 208,392 tons and 640,395 tons of rail, rod and bar, seamless pipe and
semi-finished products at an average selling price of $381 and $375 per ton,
respectively, compared to 189,655 tons and 577,630 tons of product at an average
selling price of $370 and $378 per ton for the same periods in 2001. The
increase in shipments is a result of an increase in rail and rod product
shipments, partially offset by a decrease in seamless pipe and semi-finished
shipments. The decrease in the average annual selling price for the nine month
period is a result of the shift in product mix from seamless pipe to the
Company's rail and rod and bar products. Average selling prices for rail and rod
and bar products increased for the three and nine months ended September 30,
2002, as compared to the same periods in 2001; however, a decrease in average
selling price still occurred for the nine month period due to significantly
reduced sales of seamless pipe, which has the highest average selling price of
the Division's products.

GROSS PROFITS. Gross profit was $35.5 million and $91.1 million for the
three and nine months ended September 30, 2002, respectively, or 15.1% and 13.7%
of sales, compared to $32.3 million and $64.0 million, or 16.2% and 11.0% of
sales, for the same periods in 2001. The increase of $3.2 million and $27.1
million, respectively, in gross profit was primarily attributable to the $28.0
million, $21.0 million and $12.0 million increase in profitability resulted from
the increased sales and pricing of coil and welded pipe, rail, and rod and bar
products, respectively. These increases were partially offset by a $10.0 million
decrease in gross margin due to a decrease of seamless pipe sales and no
electricity sales in 2002.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses ("SG&A") of $14.2 million and $44.1 million for the three and nine
months ended September 30, 2002, respectively, decreased by 15.1% and 3.8%, from
$16.8 million and $45.9 million for the corresponding periods of 2001. The
decrease from 2001 was primarily due to reduced seamless pipe commission fees
paid in 2002 versus the first nine months of 2001. SG&A expenses decreased as a
percentage of total sales to 6.1% and 6.6% for the three and nine months ended
September 30, 2002 from 8.4% and 7.9% in the corresponding periods of 2001.

INTEREST EXPENSE. Total interest expense increased $1.4 million and $0.5
million for the three and nine months ended September 30, 2002, respectively, as
compared to corresponding periods in 2001. The Company issued its 10% First
Mortgage Notes due 2009 ("10% Notes") on July 15, 2002 in order to refinance its
11% First Mortgage Notes due 2003 ("11% Notes"). Although the Company's 10%
Notes bear a lower interest rate than the 11% Notes, the Company incurred
increased expense primarily attributable to the additional interest accrued on
the 11% Notes which were outstanding concurrently with the 10% Notes for the
period of July 15 to August 14, 2002. Similarly, this resulted in an increase of
year to date interest expense for 2002, partially offset by the lower average
borrowing levels from the Company's credit facility in 2002, and the
acceleration of unamortized loan fees due to the revision of maturity date on
the amended credit facility in 2001.

INCOME TAX EXPENSE. The effective income tax expense rate was 42.7% for
the nine months ended September 30, 2002, as compared to a tax benefit of 30.0%
in the corresponding period in 2001. The effective income tax rate for the nine
months ended September 30, 2002 varied principally from the combined state and
federal statutory rate due to an increase in the valuation allowance for state
tax credit carry-forwards and non-deductible fines and penalties.

Liquidity and Capital Resources
- -------------------------------

At September 30, 2002, the Company's liquidity, comprised of cash, cash
equivalents, and funds available under its revolving credit agreement ("Credit
Agreement"), totaled approximately $91.3 million, compared to $46.3 million at
December 31, 2001.

Cash flow provided by operations for the nine months ended September 30,
2002 was $37.2 million compared to $23.7 million for the corresponding period of
2001. The items primarily affecting the $13.5 million increase in cash flow for
the nine months ended September 30, 2002 were: 1) a non-cash provision for
deferred income taxes of $11.7 million, 2) a decrease of $2.2 million in net
accounts receivable in 2002 versus an increase of $1.8 million in 2001, 3)
increased inventories of $21.8 million versus $3.1 million in 2001, and 4) net
income before extraordinary items and the cumulative effect of change in
accounting principle of $17.7 million in the first nine months of 2002, versus a
net loss of $6.5 million in the first nine months of 2001. Other non-cash
transactions included 1) the write-off of $31.9 million worth of goodwill during
the first quarter of 2002 resulting in a cumulative effect of change in
accounting principle of $18.0 million (net of a $11.3 million tax effect and a
$2.6 million minority interest impact); 2) the refinancing of the Company's
credit facility and the 11% Notes in July 2002 resulting in a $1.1 million
extraordinary loss, net of taxes, on the early extinguishment of debt.

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Net working capital at September 30, 2002 increased $107.0 million
compared to December 31, 2001, reflecting a $42.7 million increase in current
assets and $64.4 million decrease in current liabilities. The increase in
current assets was primarily due to increased cash, inventories, and other
current assets ($15.7 million, $21.8 million, and $7.3 million, respectively).
In addition, net accounts receivable decreased $2.2 million. The accounts
receivable for the nine months ended September 30, 2002, as measured in average
daily sales outstanding, decreased to 36 days, as compared to 44 days for the
corresponding period in 2001. The decrease is attributed to a faster turnover of
welded pipe and rail product receivables from customers paying earlier in order
to utilize cash discounts, and an increased effort on collections of
receivables. The decrease in current liabilities was primarily due to a $65.0
million decrease in short-term borrowings from the Company's credit facility and
the payment of CF&I debt.

As of September 30, 2002, principal payments on debt are due as follows (in
thousands):

Remainder 2002 $ 1,049
2003 6,787
2004-2008 --
2009 305,000
--------
$312,836
========

On July 15, 2002 the Company issued $305 million of 10% Notes in a private
offering at a discount of 98.772% and an interest rate of 10%. Interest is
payable on January 15 and July 15 of each year. The proceeds of this issuance
were used to redeem the Company's 11% Notes (including interest accrued from
June 16, 2002 until the redemption date of August 14, 2002), refinance its
existing credit agreement, and for working capital and general corporate
purposes. The old credit agreement, which was to expire on September 30, 2002,
was replaced in July 2002 with a new $75 million credit facility that will
expire on June 30, 2005. As of September 30, 2002, the Company had outstanding
$305 million principal amount of 10% Notes, which bear interest at 10%. The two
subsidiaries of the Company, New CF&I, Inc., and CF&I Steel, L.P. (the
"Guarantors") guarantee the 10% Notes. The Notes and the guarantees are secured
by a lien on substantially all the property, plant and equipment and certain
other assets of the Company (exclusive of Camrose) and the Guarantors. The
collateral does not include, among other things, accounts receivable and
inventory. The Indenture under which the Notes are issued contains restrictions
on new indebtedness and various types of disbursements, including dividends,
based on the Company's net income in relation to its fixed charges, as defined.
Under these restrictions, there was no amount available for cash dividends at
September 30, 2002.

As of September 30, 2002, the Company, New CF&I, Inc., CF&I Steel, L.P.,
and Colorado and Wyoming Railway Company are borrowers under the Credit
Agreement, which will expire on June 30, 2005. At September 30, 2002, the amount
available was the lesser of $70 million or the sum of the product of the
Company's eligible domestic accounts receivable and inventory balances and
specified advance rates. The Credit Agreement is secured by these assets in
addition to a security interest in certain equity and intercompany interests of
the Company. Amounts under the Credit Agreement bear interest based on either
(1) the prime rate plus a margin ranging from 0.25% to 1.00%, or (2) the
adjusted LIBO rate plus a margin ranging from 2.50% to 3.25%. Unused commitment
fees range from 0.25% to 0.50%. As of September 30, 2002, there was no
outstanding balance due under the Credit Agreement. Had there been new
borrowings, the average interest rate for the Credit Agreement would have been
5.5%. The unused line fees were 0.50%. Beginning April 1, 2003, the margins and
unused commitment fees will be subject to adjustment within the ranges discussed
above based on a leverage ratio. The Credit Agreement contains various
restrictive covenants including a minimum consolidated tangible net worth
amount, a minimum earnings before interest, taxes, depreciation and amortization
("EBITDA") amount, a minimum fixed charge coverage ratio, limitations on maximum
annual capital expenditures, limitations on stockholder dividends and
limitations on incurring new or additional debt obligations other than as
allowed by the Credit Agreement. At September 30, 2002, $5.0 million was
restricted under the credit agreement and $6.7 million was restricted under
outstanding letters of credit and $63.3 million was available for use.

The Company is able to draw up to $15 million of the borrowings available
under the Credit Agreement to support issuance of letters of credit and similar
contracts. At September 30, 2002, $6.7 million was restricted under outstanding
letters of credit.

CF&I incurred $67.5 million in term debt in 1993 as part of the purchase
price of certain assets, principally the Pueblo, Colorado steelmaking and
finishing facilities, from CF&I Steel Corporation. This debt is unsecured and is
payable over ten

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years, bearing interest at 9.5%. As of September 30, 2002, the outstanding
balance on the debt was $6.1 million, which was classified as short-term.

Camrose maintains a (CDN) $15 million revolving credit facility with a
Canadian bank, the proceeds of which may be used for working capital and general
business purposes by Camrose. The facility is collateralized by substantially
all of the assets of Camrose, and borrowings under this facility are limited to
an amount equal to the sum of the product of specified advance rates and
Camrose's eligible trade accounts receivable and inventories. This facility
expires in September 2004. At the Company's election, interest is payable based
on either the bank's Canadian dollar prime rate, the bank's U.S. dollar prime
rate, or LIBOR. As of September 30, 2002, the interest rate of this facility was
4.5%. Annual commitment fees are 0.25% of the unused portion of the credit line.
At September 30, 2002, the outstanding balance under the credit facility was
$1.7 million.

During the first nine months of 2002, the Company expended (exclusive of
capital interest) approximately $9.4 million and $6.3 million on capital
projects at the Oregon Steel Division and the RMSM Division, respectively. For
the fourth quarter of 2002, the Company expects capital expenditure to be
approximately $2.5 million at the Oregon Steel Division and $1.5 million at the
RMSM Division. Despite the unfavorable net results for the nine months ended
September 30, 2002, caused by a $18.0 million non-cash goodwill impairment
charges required under the new accounting provision of FAS 142, the Company has
been able to satisfy its needs for working capital and capital expenditures, due
in part on its ability to secure adequate financing arrangements. The Company
believes that its anticipated needs for working capital and capital expenditures
for the next twelve months will be met from funds generated from operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No material changes.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures
- ------------------------------------------------

The Company's chief executive officer and chief financial officer,
after evaluating the effectiveness of the Company's "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
and 15d-14(c)) as of a date (the "Evaluation Date") within 90 days before the
filing date of this quarterly report, have concluded that as of the Evaluation
Date, the Company's disclosure controls and procedures were effective and
designed to ensure that material information relating to the Company and the
Company's consolidated subsidiaries would be made known to them by others within
those entities.

Changes in internal controls
- ----------------------------

There were no significant changes in the Company's internal controls or
in other factors that could significantly affect those controls subsequent to
the Evaluation Date.

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OREGON STEEL MILLS, INC.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Part 1, "Consolidated Financial Statements - Note 7, Contingencies"
for discussion of status of (a) the lawsuits initiated by the Union alleging
violations of the CAA, (b) the environmental issues at the Portland Mill and
RMSM, and (c) the status of the labor dispute at RMSM.

The Company is party to various other claims, disputes, legal actions and
other proceedings involving contracts, employment and various other matters. In
the opinion of management, the outcome of these matters should not have a
material adverse effect on the consolidated financial condition of the Company.

The Company maintains insurance against various risks, including certain
types of tort liability arising from the sale of its products. The Company does
not maintain insurance against liability arising out of waste disposal, on-site
remediation of environmental contamination or earthquake damage to its Napa Mill
and related properties because of the high cost of that coverage. There is no
assurance that the insurance coverage carried by the Company will be available
in the future at reasonable rates, if at all.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

4.1 Indenture, dated as of July 15, 2002, by and among Oregon Steel
Mills, U.S. Bank National Association, as trustee, and New CF&I,
Inc., and CF&I Steel, L.P., as guarantors. (Filed as exhibit 4.1
to the Registration statement on Form S-4 (SEC Reg. No. 333-98249)
and incorporated by reference herein).

4.2 First Amendment to Oregon Steel Mills, Inc. Indenture.

4.3 Exchange and Registration Rights Agreement, dated July 15, 2002,
between Oregon Steel Mills and Goldman, Sachs & Co. (Filed as
exhibit 4.2 to the Registration Statement on Form S-4
(SEC Reg. No. 333-98249) and incorporated by reference herein).

4.4 Security Agreement, dated as of July 15, 2002, between Oregon
Steel Mills and U.S. Bank National Association. (Filed as exhibit
4.3 to the Registration Statement on Form S-4 (SEC Reg.
No. 333-98249) and incorporated by reference herein).

4.5 Security Agreement, dated as of July 15, 2002, between CF&I Steel,
L.P. and U.S. Bank National Association. (Filed as exhibit 4.4 to
the Registration Statement on Form S-4 (SEC Reg. No. 333-98249)
and incorporated by reference herein).

4.6 Security Agreement, dated as of July 15, 2002, between New CF&I,
Inc. and U.S. Bank National Association. (Filed as exhibit 4.5 to
the Registration Statement on Form S-4 (SEC Reg. No. 333-98249)
and incorporated by reference herein).

4.7 Intercreditor Agreement, dated July 15, 2002 between U.S. Bank
National Association and Textron Financial Corporation. (Filed as
exhibit 4.6 to the Registration Statement on Form S-4 (SEC Reg.
No. 333-98249) and incorporated by reference herein).

4.8 Form of Deed of Trust, Assignment of Rents and Leases and Security
Agreement. (Filed as exhibit 4.7 to the Registration Statement on
Form S-4 (SEC Reg. No. 333-98249) and incorporated by reference
herein).

4.9 Form of Global Note. (Filed as exhibit 4.8 to the Registration
Statement on Form S-4 (SEC Reg. No. 333-98249) and incorporated
by reference herein).

-21-

4.10 Guarantee of CF&I Steel, L.P. (Filed as exhibit 4.9 to the
Registration Statement on Form S-4 (SEC Reg. No. 333-98249) and
incorporated by reference herein).

4.11 Guarantee of New CF&I, Inc. (Filed as exhibit 4.10 to the
Registration Statement on Form S-4 (SEC Reg. No. 333-98249) and
incorporated by reference herein).

10.1 Credit Agreement, dated as of July 12, 2002, among Oregon Steel
Mills, Inc., New CF&I, Inc., CF&I Steel, L.P. and Colorado &
Wyoming Railway Company as borrowers, the financial institutions
that are or may from time to time become parties thereto, as
Lenders, Textron Financial Corporation, as Agent for the Lenders,
and GMAC Business Credit LLC, as Co-Managing Agent. (Filed as
exhibit 10.1 to the Registration Statement on Form S-4 (SEC Reg.
No. 333-98249) and incorporated by reference herein).

10.2 Security Agreement, dated as of July 12, 2002, among Oregon
Steel Mills, Inc., New CF&I, Inc., CF&I Steel, L.P. and the
Agent for the Lenders. (Filed as exhibit 10.2 to the
Registration Statement on Form S-4 (SEC Reg. No. 333-98249) and
incorporated by reference herein).

99.1 CEO Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

99.2 CFO Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

(b) Reports on Form 8-K

On July 11, 2002, a Form 8-K was filed by the Company in relation
to press releases that described the July 15, 2002 issuance of
the Company's 10% First Mortgage Notes due 2009 and subsequent
redemption of its existing 11% First Mortgage Notes due 2003.

On August 14, 2002, a Form 8-K was filed by the Company with
attachment of the CEO and CFO certifications pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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

OREGON STEEL MILLS, INC.

Date: November 12, 2002 /s/ Jeff S. Stewart
------------------------------------
Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)

-22-

CERTIFICATIONS

I, Joe E. Corvin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Oregon Steel
Mills, Inc.;

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

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

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

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

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

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

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

Date: November 12, 2002 /s/ Joe E. Corvin
---------------------------------------
Joe E. Corvin
President and Chief Executive Officer

-23-

I, L. Ray Adams, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Oregon Steel Mills,
Inc.;

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

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

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

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

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

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

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

Date: November 12, 2002 /s/ L . Ray Adams
---------------------------------------
L . Ray Adams
Vice President - Finance,
Chief Financial Officer, and Treasurer

-24-