OLYMPIC STEEL INC - 10-K Annual Report

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

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

FOR THE YEAR ENDED DECEMBER 31, 2001

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

Commission File Number 0-23320

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

OHIO 34-1245650
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

5096 RICHMOND ROAD, BEDFORD HEIGHTS, OHIO 44146
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (216) 292-3800

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, without par value

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )

As of February 26, 2002, the aggregate market value of voting stock held by
nonaffiliates of the registrant based on the closing price at which such stock
was sold on The NASDAQ Stock Market on such date approximated $30,864,572. The
number of shares of Common Stock outstanding as of February 26, 2002 was
9,631,100.

DOCUMENTS INCORPORATED BY REFERENCE

Registrant intends to file with the Securities and Exchange Commission a
definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange
Act of 1934 within 120 days of the close of its fiscal year ended December 31,
2001, portions of which document shall be deemed to be incorporated by reference
in Part I and Part III of this Annual Report on Form 10-K from the date such
document is filed.

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PART I

ITEM 1. BUSINESS

THE COMPANY

The Company is a leading North American steel service center with 47 years
of experience in specialized processing and distribution of large volumes of
carbon, coated carbon and stainless steel, flat-rolled sheet, coil and plate,
and tubular steel products from 13 facilities in eight midwestern and eastern
states. The Company also participates in two joint ventures in Michigan. The
Company operates as an intermediary between steel producers and manufacturers
that require processed steel for their operations. The Company purchases
flat-rolled steel typically from steel producers and responds to its customers'
needs by processing steel to customer specifications and by providing critical
inventory and just-in-time delivery services. Such services reduce customers'
inventory levels, as well as save time, labor and expense for customers, thereby
reducing their overall production costs. The Company's services include both
traditional service center processes of cutting-to-length, slitting, shearing
and roll forming and higher value-added processes of blanking, tempering, plate
burning, laser welding, and precision machining of steel parts.

The Company is organized into four regional operations with domestic
processing and distribution facilities in Connecticut, Georgia, Pennsylvania,
Ohio, Michigan, Illinois, Iowa, and Minnesota, servicing a diverse base of
customers primarily located throughout the midwestern, eastern and southern
United States. Its international sales office is located in Miami, Florida and
services customers primarily in Puerto Rico and Mexico.

The Company is incorporated under the laws of the State of Ohio. The
Company's executive offices are located at 5096 Richmond Road, Cleveland, Ohio
44146. Its telephone number is (216) 292-3800.

INDUSTRY OVERVIEW

The steel industry is comprised of three types of entities: steel
producers, intermediate steel processors and steel service centers. Steel
producers have historically emphasized the sale of steel to volume purchasers
and have generally viewed intermediate steel processors and steel service
centers as part of their customer base. However, all three entities can compete
for certain customers who purchase large quantities of steel. Intermediate steel
processors tend to serve as processors in large quantities for steel producers
and major industrial consumers of processed steel, including automobile and
appliance manufacturers.

Services provided by steel service centers can range from storage and
distribution of unprocessed metal products to complex, precision value-added
steel processing. Steel service centers respond directly to customer needs and
emphasize value-added processing of flat-rolled steel and plate pursuant to
specific customer demands, such as cutting-to-length, slitting, shearing, roll
forming, shape correction and surface improvement, blanking, tempering, plate
burning and stamping. These processes produce steel to specified lengths,
widths, shapes and surface characteristics through the use of specialized
equipment. Steel service centers typically have lower cost structures and
provide services and value-added processing not otherwise available from steel
producers.

End product manufacturers and other steel users have increasingly sought to
purchase steel on shorter lead times and with more frequent and reliable
deliveries than can normally be provided by steel producers. Steel service
centers generally have lower labor costs than steel producers and consequently
process steel on a more cost-effective basis. In addition, due to this lower
cost structure, steel service centers are able to handle orders in quantities
smaller than would be economical for steel producers. The net results to
customers purchasing products from steel service centers are lower inventory
levels, lower overall cost of raw materials, more timely response and decreased
manufacturing time and operating expense. The Company believes that the
increasing prevalence of just-in-time delivery requirements has made the
value-added inventory, processing and delivery functions performed by steel
service centers increasingly important.

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CORPORATE HISTORY

The Company was founded in 1954 by the Siegal family as a general steel
service center. Michael Siegal (CEO), the son of one of the founders, began
working at the Company in the early 1970's and became CEO at the end of 1983.
David Wolfort (President and COO) was hired as general manager at the end of
1983. In the late 1980's, the Company's business strategy changed from a focus
on warehousing and distributing steel from a single facility with no major
processing equipment to a focus on growth, geographic and customer diversity and
value-added processing. An integral part of the Company's growth has been the
acquisition and start-up of several processing and sales operations, and the
investment in processing equipment.

In March 1994, the Company completed an initial public offering, and in
August 1996, completed a follow-on offering of its Common Stock.

BUSINESS STRATEGY

The Company believes that the steel service center and processing industry
continues to be driven by four primary trends: increased outsourcing of
manufacturing processes by domestic manufacturers; shift by customers to fewer
and larger suppliers; increased customer demand for higher quality products and
services; and consolidation of industry participants.

In recognition of these industry dynamics, the Company has historically
focused its business strategy on achieving profitable growth through the
start-up, acquisition, or joint venture partnering of service centers,
processors, and related businesses, and continued investments in higher
value-added processing equipment and services, while continuing its commitment
to expanding and improving its sales and servicing efforts and information
systems.

The Company has focused on specific operating objectives including: (i)
generating positive cash flow and reducing debt; (ii) improving safety
awareness; (iii) increasing tons sold; (iv) reducing controllable operating
expenses; (v) achieving specified on-time delivery and quality directives; and
(vi) maintaining inventory turns at approximately five times per year.

The Company's strategic operating objectives are supported by:

(i) Flawless execution (Fe), which is an internal program that empowers
every employee to achieve profitable growth by delivering superior
customer service and exceeding customer expectations.

(ii) A set of core values which is communicated and practiced throughout
the Company.

(iii) On-going business process reviews and redesigns to be more efficient
and cost effective, including the assembly of Company-wide teams to
implement one common computer system across the Company.

(iv) Continued evolution of information and key metric reporting to focus
managers on achieving the specific operating objectives mentioned
above.

Olympic believes its depth of management, strategically located facilities,
information systems, reputation for quality and customer service, extensive and
experienced sales force, and supplier relationships provide a strong foundation
for implementation of its strategy. Certain elements of the Company's strategy
are set forth in more detail below.

INVESTMENT IN VALUE-ADDED PROCESSING EQUIPMENT. An integral part of the
Company's growth has been the purchase of major processing equipment and
construction of facilities. The Company's philosophy is that equipment purchases
should be driven by customer demand. Olympic will continue to invest in
processing equipment to support such demand. When the results of sales and
marketing efforts indicate that there is sufficient customer demand for a
particular product or service, the Company will purchase the equipment to
satisfy that demand. In addition, the Company is constantly evaluating existing
equipment to ensure that it remains productive. This includes upgrading,
replacing, redeploying, or disposing equipment wherever necessary.

In 1987, the Company constructed a facility to house its first major piece
of processing equipment, a heavy gauge, cut-to-length line. The Company now has
98 major pieces of processing equipment. Certain equipment

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was purchased directly from equipment manufacturers while the balance was
acquired in the Company's acquisitions of other steel service centers and
related businesses.

In response to customer demands for higher tolerances and flatness
specifications, in 1996 the Company began operating a customized four-high 1/2"
by 72" temper mill and heavy gauge cut-to-length line in one of its Cleveland
facilities. It remains one of only a few of its kind in the United States and
incorporates state-of-the-art technology and unique design specifications. The
equipment permits the Company to process steel to a more uniform thickness and
flatness, upgrades the quality and consistency of certain of the Company's
products, and enables the Company to produce tempered sheet or coil to customer
specifications in smaller quantities than is available from other sources.

The Company constructed and equipped an additional 190,000 square foot
temper mill, sheet processing, and plate burning facility in Bettendorf, Iowa,
which became operational in 1998. This facility services agricultural equipment
manufacturers and plate fabricators located in the central states region.

In 1995, the Company constructed a 112,200 square foot facility in
Minneapolis which now houses 11 laser, plasma and oxygen burning tables and shot
blasting equipment. Additional plate burning equipment has been added in
Philadelphia and Connecticut as well. In September 1999, the Company completed
construction of an 87,000 square foot facility in Chambersburg, Pennsylvania to
house existing machining centers as well as two new pieces of plate processing
equipment. These investments in plate processing equipment have allowed the
Company to further increase its higher value-added processing services. The
Company believes it is among the largest processors and distributors of steel
plate in the United States.

In addition to the plate burning and temper mill investments described
above, the Company has also invested in a new slitter for the Detroit operation,
which became operational in 2000. In 2002, the Company plans to invest in a new
slitter for its Minneapolis Coil facility and additional plate processing
equipment for its Minneapolis Plate facility. As part of its strategy to
evaluate and upgrade or replace non-productive equipment, in many cases the new
equipment has replaced multiple pieces of older, less efficient equipment.

The expansion of the Company's coil and plate processing capabilities was
made in response to the growing trend among capital equipment manufacturers to
outsource non-core production processes, such as plate processing, and to
concentrate on engineering, design and assembly. The Company expects to further
benefit from this trend.

SALES AND MARKETING. The Company believes that its commitment to quality,
service and just-in-time delivery has enabled it to build and maintain strong
customer relationships, while expanding its geographic growth through the
continued upgrading and addition of sales personnel and the value-added services
provided.

The Company is continuously analyzing its customer base to ensure that
strategic customers are properly targeted and serviced, while focusing its
efforts to supply and service its larger customers on a national account basis.
The national account program has successfully resulted in selling to
multi-location customers from multi-location Olympic facilities. In addition,
the Company offers business solutions to its customers through value-added and
value-engineered services.

The Company initiated a "Flawless execution" program (Fe) in 1998, which is
a commitment that every Olympic employee makes to provide superior customer
service while striving to exceed customer expectations. The Fe program includes
tracking actual on-time delivery and quality performance against objectives, and
the appointment of Fe teams and leaders to improve efficiencies and streamline
processes at each operation.

The Company believes its sales force is among the largest and most
experienced in the industry, which is a significant competitive advantage. These
individuals make direct daily sales calls to customers throughout the
continental United States. The continuous interaction between the Company's
sales force and active and prospective customers provides the Company with
valuable market information and sales opportunities, including opportunities for
outsourcing and increased sales.

The Company's sales efforts are further supported by metallurgical
engineers and technical service personnel, who have specific expertise in carbon
and stainless steel and alloy plate. The Company's e-commerce

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initiatives include extranet pages for specific customers, which are integrated
with the Company's internal business systems to provide cost efficiencies for
both the Company and its customers.

ACQUISITIONS. Although the Company has focused on start-up and internal
operations over the last 3 years, it has made seven acquisitions of other steel
service centers or processors since 1987. Its most recent acquisition was the
June 1998 strategic acquisition of JNT Precision Machining (JNT), a machining
center located in Pennsylvania. The Company's long-term strategy is to expand
geographically by making acquisitions of steel service centers, processors and
related businesses.

INVESTMENTS IN JOINT VENTURES. The Company has diversified its selling and
processing capabilities for its customers by participating in the following
joint venture relationships:

Olympic Laser Processing (OLP), a 50% owned joint venture, was formed in
1997 with the U.S. Steel Group of USX Corporation. OLP constructed a facility in
Michigan equipped with two automated laser-welding lines and two manual-feed
lines, which are all in production. OLP produces laser-welded sheet steel blanks
for the automotive industry. Although OLP's ramp-up to capacity has been slower
than expected, demand for laser-welded parts is expected to continue growing due
to cost benefits, and reduced scrap and auto body weight. OLP began operating
profitably over the last nine months of 2001. OLP obtained its QS-9000 quality
certification in 1998.

In December 1997, the Company invested in a 49% interest in Trumark Steel &
Processing (TSP), a joint venture formed in eastern Michigan with Michael J.
Guthrie and Carlton L. Guthrie (the Guthries). TSP was formed to support the
flat-rolled steel requirements of the automotive industry as a Minority Business
Enterprise (MBE). TSP obtained certification as a MBE from the Michigan Minority
Business Development Council in December 1998, and obtained its QS-9000 quality
certification in January 1999.

DEPTH OF MANAGEMENT. The Company attributes a portion of its success to
the depth of its management. In addition to its principal executive officers,
the Company's management team includes four Regional Vice Presidents, its
Vice-Presidents of Sales and Marketing, New Business Development, and Human
Resources, eight General Managers, its Directors of Investor Relations, Taxes &
Risk Management, Materials Management and Corporate Projects, its Credit Manager
and its Corporate Controller. Members of the management team have a diversity of
backgrounds within the steel industry, including management positions at steel
producers and other steel service centers. They average 20 years of experience
in the steel industry and 10 years with the Company. This depth of management
allows the Company to pursue and implement its strategic plans.

PRODUCTS, PROCESSING SERVICES, AND QUALITY STANDARDS

The Company maintains a substantial inventory of coil and plate steel. Coil
is in the form of a continuous sheet, typically 36 to 96 inches wide, between
0.015 and 0.625 inches thick, and rolled into 10 to 30 ton coils. Because of the
size and weight of these coils and the equipment required to move and process
them into smaller sizes, such coils do not meet the requirements, without
further processing, of most customers. Plate is typically thicker than coil and
is processed by laser, plasma or oxygen burning.

Customer orders are entered (or electronically transmitted) into
computerized order entry systems, and appropriate inventory is then selected and
scheduled for processing in accordance with the customer's specified delivery
date. The Company attempts to maximize yield by combining customer orders for
processing each coil or plate to the fullest extent practicable.

The Company's services include both traditional service center processes of
cutting-to-length, slitting, shearing and roll forming and higher value-added
processes of blanking, tempering, plate burning, precision machining and laser
welding to process steel to specified lengths, widths and shapes pursuant to
specific customer orders. Cutting-to-length involves cutting steel along the
width of the coil. Slitting involves cutting steel to specified widths along the
length of the coil. Shearing is the process of cutting sheet steel, while roll
forming is the process in which flat rolled coils are formed into tubing and
welded. Blanking cuts the steel into specific shapes with close tolerances.
Tempering improves the uniformity of the thickness and flatness of the steel
through a cold rolling process. Plate burning is the process of cutting steel
into specific shapes and sizes. The Company's

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machining activities include drilling, bending, milling, tapping, boring and
sawing. Laser welding of processed steel blanks is performed by the Company's
OLP joint venture.

The following table sets forth the major pieces of processing equipment in
operation by geographic region:

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(a) Consists of four facilities located in Connecticut, Pennsylvania and
Georgia.

(b) Consists of six facilities located in Ohio, Illinois, and Iowa.

(c) Consists of one facility located in Michigan, primarily serving the
automotive industry.

(d) Consists of two facilities located in Minnesota.

(e) Consists of two facilities located in Michigan, primarily serving the
automotive industry.

(f) In addition to the temper mills located in Cleveland and Iowa, tempering
includes press brake equipment.

(g) Shearing in the Central Region includes two tubing recut lines.

The Company's quality control system establishes controls and procedures
covering all aspects of its products from the time the material is ordered
through receipt, processing and shipment to the customer. These controls and
procedures encompass periodic supplier audits, meetings with customer advisory
boards, inspection criteria, traceability and certification. From time to time,
the Company has undergone quality audits by certain of its customers and has met
all requirements of those customers. In addition, the Philadelphia, Southern,
and both Minneapolis operations are ISO 9002 certified. The Detroit operation is
one of only a few domestic service centers to earn Ford's Q1 quality rating, and
is also QS-9000 certified. The TSP and OLP joint ventures are also QS-9000
certified. The Company has a quality testing lab adjacent to its temper mill
facility in Cleveland.

CUSTOMERS AND DISTRIBUTION

The Company has a diversified customer and geographic base, which reduces
the inherent cyclicality of its business. The concentration of net sales to the
Company's top 20 customers approximated 27% of net sales in 2001 compared to 26%
in 2000. In addition, the Company's largest customer accounted for approximately
4% of net sales in both 2001 and 2000. Major domestic customers include
manufacturers and fabricators of transportation and material handling equipment,
automobiles, construction and farm machinery, storage tanks, environmental
equipment, appliances, food service and electrical equipment, as well as general
and plate fabricators, and steel service centers. Sales to the three largest
U.S. automobile manufacturers and their suppliers, made principally by the
Company's Detroit operation, and sales to other steel service centers, accounted
for approximately 15% and 11%, respectively, of the Company's net sales in 2001,
and 15% and 12% of net sales in 2000.

While the Company ships products throughout the United States, most of its
customers are located in the midwestern, eastern and southern regions of the
United States. Most domestic customers are located within a 250-mile radius of
one of the Company's processing facilities, thus enabling an efficient delivery
system capable of handling a high frequency of short lead-time orders. The
Company transports most of its products directly to customers via dedicated
independent trucking firms, although the Company also owns and operates some
trucks

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in different locations to facilitate short-distance, multi-stop deliveries.
Products sold to foreign customers are shipped either directly from the steel
producers to the customer or to an intermediate processor, and then to the
customer by rail, truck or ocean carrier.

The Company processes its steel to specific customer orders as well as for
stock. Many of the Company's customers commit to purchase on a regular basis
with the customer notifying the Company of specific release dates as the
processed products are required. Customers typically notify the Company of
release dates anywhere from a just-in-time basis up to three weeks before the
release date. Therefore, the Company is required to carry sufficient inventory
to meet the short lead time and just-in-time delivery requirements of its
customers.

SUPPLIERS

Olympic concentrates on developing relationships with high-quality domestic
integrated and mini mills, as well as foreign steel producers. The Company is a
major customer of flat-rolled coil and plate for many of its principal
suppliers, but is not dependent on any one supplier. The Company purchases in
bulk from steel producers in quantities that are efficient for such producers.
This enables the Company to maintain a continued source of supply at what it
believes to be competitive prices. Olympic believes the accessibility and
proximity of its facilities to major domestic steel producers, and its prompt
pay practices, will continue to be an important factor in maintaining strong
relationships with them.

The Company purchases flat-rolled steel at regular intervals from a number
of domestic and foreign producers of primary steel. The Company believes that
its relationships with its suppliers are good. The Company has no long-term
commitments with any of its suppliers.

COMPETITION

The principal markets served by the Company are highly competitive. The
Company competes with other regional and national steel service centers, single
location service centers and, to a certain degree, steel producers and
intermediate steel processors on a regional basis. The Company has different
competitors for each of its products and within each region. The Company
competes on the basis of price, product selection and availability, customer
service, quality and geographic proximity. Certain of the Company's competitors
have financial and operating resources in excess of those of the Company.

With the exception of certain Canadian operations, foreign steel service
centers are generally not a material factor in the Company's principal domestic
markets.

MANAGEMENT INFORMATION SYSTEMS

Information systems are a critical component of Olympic's strategy. The
Company has invested, and will continue to invest, in advanced technologies and
human resources required in this area. The Company believes that its information
systems provide it with a significant competitive advantage over smaller
competitors with less resources than Olympic. The Company's information systems
focus on the following core application areas:

INVENTORY MANAGEMENT. The Company's information systems track the status
of inventories in all locations on a daily basis. This information is essential
in allowing the Company to closely monitor and manage its inventory.

DIFFERENTIATED SERVICES TO CUSTOMERS. The Company's information systems
allow it to provide value-added services to customers, including quality control
and on-time delivery monitoring and reporting, just-in-time inventory management
and shipping services and EDI communications.

INTERNAL COMMUNICATIONS. The Company believes that its ability to quickly
and efficiently share information across its operations is critical to the
Company's success. The Company continues to invest in various communications and
workgroup technologies, which enables employees to remain effective and
responsive.

E-COMMERCE AND ADVANCED CUSTOMER INTERACTION. The Company is actively
involved in electronic commerce initiatives, including buying or selling steel
on the primary Internet auction sites for steel as well as
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participating in customer e-procurement initiatives. Olympic has extranet sites
for specific customers, which are integrated with the Company's internal
business systems to streamline the costs and time associated with processing
these electronic transactions.

Additionally, the Company has initiated a project to implement a new
management information system (ERP). The new system will integrate all of the
business units of the Company and will provide a common foundation for future
growth. The new system is expected to become operational in 2004.

EMPLOYEES

At December 31, 2001, the Company employed 846 people. Approximately 260 of
the Company's hourly plant personnel at the Minneapolis and Detroit facilities
are represented by four separate collective bargaining units. The two collective
bargaining agreements at Detroit expire in July 2002 and June 2004. The
agreements covering personnel at the Minneapolis facilities expire in September
2002 and March 2003. The Company has never experienced a work stoppage and
believes that its relationship with its employees is good.

SERVICE MARKS, TRADE NAMES AND PATENTS

The Company conducts its business under the name "Olympic Steel." A
provision of federal law grants exclusive rights to the word "Olympic" to the
U.S. Olympic Committee. The U.S. Supreme Court has recognized, however, that
certain users may be able to continue to use the word based on long-term and
continuous use. The Company has used the name Olympic Steel since 1954, but is
prevented from registering the name "Olympic" and from being qualified to do
business as a foreign corporation under that name in certain states. In such
states, the Company has registered under different names, including "Oly Steel"
and "Olympia Steel." The Company's wholly-owned subsidiary, Olympic Steel
Lafayette, Inc., does business in certain states under the names "Lafayette
Steel and Processing" and "Lafayette Steel," and the Company's operation in
Georgia does business under the name "Southeastern Metal Processing." The
Company's web site is located at http://www.olysteel.com.

GOVERNMENT REGULATION

The Company's operations are governed by many laws and regulations,
including those relating to workplace safety and worker health, principally the
Occupational Safety and Health Act and regulations thereunder. The Company
believes that it is in material compliance with these laws and regulations and
does not believe that future compliance with such laws and regulations will have
a material adverse effect on its results of operations or financial condition.

ENVIRONMENTAL

The Company's facilities are subject to certain federal, state and local
requirements relating to the protection of the environment. The Company believes
that it is in material compliance with all environmental laws, does not
anticipate any material expenditures to meet environmental requirements and does
not believe that compliance with such laws and regulations will have a material
adverse effect on its results of operations or financial condition.

CYCLICALITY IN THE STEEL INDUSTRY; IMPACT OF CHANGING STEEL PRICES

The principal raw material used by the Company is flat-rolled carbon and
stainless steel that the Company typically purchases from steel producers. The
steel industry as a whole is cyclical, and at times pricing and availability in
the steel industry can be volatile due to numerous factors beyond the control of
the Company, including general, domestic and international economic conditions,
labor costs, production levels, competition, steel import levels, import duties
and tariffs and currency exchange rates. This volatility can significantly
affect the availability and costs of raw materials for the Company.

Steel service centers maintain substantial inventories of steel to
accommodate the short lead times and just-in-time delivery requirements of their
customers. Accordingly, the Company purchases steel in an effort to

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maintain its inventory at levels that it believes to be appropriate to satisfy
the anticipated needs of its customers based upon historic buying practices,
contracts with customers and market conditions. The Company's commitments for
steel purchases are generally at prevailing market prices in effect at the time
the Company places its orders. The Company has no long-term, fixed-price steel
purchase contracts. When raw material prices increase, competitive conditions
will influence how much of the steel price increases can be passed on to the
Company's customers. When raw material prices decline, customer demands for
lower prices could result in lower sale prices and, as the Company uses existing
steel inventory, lower gross margins. Changing steel prices therefore could
adversely affect the Company's net sales, gross margins and net income.

CYCLICALITY OF DEMAND; SALES TO THE AUTOMOTIVE INDUSTRY

Certain of the Company's products are sold to industries that experience
significant fluctuations in demand based on economic conditions or other matters
beyond the control of the Company. The Company's diversified customer and
geographic base reduce such cyclicality; however, no assurance can be given that
the Company will be able to increase or maintain its level of sales in periods
of economic stagnation or downturn.

Sales of the Company's products for use in the automotive industry
accounted for approximately 15% of the Company's net sales in both 2001 and
2000. Such sales include sales directly to automotive manufacturers and to
manufacturers of automotive components and parts. The automotive industry
experiences significant fluctuations in demand based on numerous factors such as
general economic conditions and consumer confidence. The automotive industry is
also subject, from time to time, to labor work stoppages. Any prolonged
disruption in business arising from work stoppages by automotive manufacturers
or by steel manufacturers could have a material adverse effect on the Company's
results of operations.

EFFECTS OF INFLATION AND PRICING FLUCTUATIONS

Inflation generally affects the Company by increasing the cost of
personnel, transportation services, processing equipment, purchased steel,
energy, and borrowings under the Company's credit facility. Inflation did not
have a material effect on the Company's financial results in 2001. However,
declining market interest rates on the Company's variable rate debt had a
favorable impact on the Company's cost of borrowings in 2001. When raw material
prices decline, as in 2001, customer demands for lower costed product result in
lower selling prices. Declining steel prices therefore adversely affected the
Company's net sales and net income in 2001.

FORWARD-LOOKING INFORMATION

This document contains various forward-looking statements and information
that are based on management's beliefs as well as assumptions made by and
information currently available to management. When used in this document, the
words "anticipate," "expect," "believe," "estimated," "project," "plan" and
similar expressions are intended to identify forward-looking statements, which
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks,
uncertainties and assumptions including, but not limited to: general business
and economic conditions; competitive factors such as the availability and
pricing of steel and fluctuations in demand, specifically in the automotive,
transportation, and other service centers markets served by the Company; layoffs
or work stoppages by the Company's, suppliers', or customers' personnel;
potential equipment malfunction; equipment installation delays; the adequacy of
information technology and business system software investment; the successes of
its joint ventures; the successes of the Company's strategic efforts and
initiatives to increase sales volumes, improve cash flows and reduce debt,
maintain or improve inventory turns and reduce its costs. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, expected,
believed, estimated, projected or planned. Readers are cautioned not to place
undue reliance on these forward-looking statements which speak only as of the
date hereof. The Company undertakes no obligation to republish revised
forward-looking statements to reflect the occurrence of unanticipated events or
circumstances after the date hereof.

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ITEM 2. PROPERTIES

The Company believes that its properties are strategically situated
relative to its customers and each other, allowing the Company to support
customers from multiple locations. This permits the Company to provide inventory
and processing services which are available at one operation but not another.
Steel is shipped from the most advantageous facility, regardless of where the
order was taken. The facilities are located in the hubs of major steel
consumption markets, and within a 250-mile radius of most of the Company's
customers, a distance approximating the one-day driving and delivery limit for
truck shipments. The following table sets forth certain information concerning
the Company's principal properties:

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(1) The Bedford Heights facilities are all adjacent properties.

(2) This facility is leased from a related party pursuant to the terms of a
triple net lease for $195,300 per year. The lease was renewed in June 2000
for a 10-year term, with one remaining renewal option for an additional 10
years.

(3) In 2000, the Company consolidated its Chicago operations in the Schaumburg,
Illinois facility. The Company's former Elk Grove Village facility is
included in assets held for sale on the accompanying consolidated balance
sheets as of December 31, 2001 and 2000.

10

The Company's international sales office is located in Miami, Florida. The
Company also has invested in two joint ventures which each own a facility in
Michigan. All of the properties listed in the table as owned are subject to
mortgages securing industrial revenue bonds, term loans and the Company's credit
facility. Management believes that the Company will be able to accommodate its
capacity needs for the immediate future at its existing facilities.

ITEM 3. LEGAL PROCEEDINGS

The Company is party to various legal actions that it believes are ordinary
in nature and incidental to the operation of its business. In the opinion of
management, the outcome of the proceedings to which the Company is currently a
party will not have a material adverse effect upon its operations or financial
condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

EXECUTIVE OFFICERS OF THE REGISTRANT

This information is included in this Report pursuant to Instruction 3 of
Item 401(b) of Regulation S-K. The following is a list of the executive officers
of the Company and a brief description of their business experience. Each
executive officer will hold office until his successor is chosen and qualified.

Michael D. Siegal, age 49, has served as Chief Executive Officer of the
Company since 1984, and as Chairman of the Board of Directors since 1994. From
1984 until January 2001, he also served as President. He has been employed by
the Company in a variety of capacities since 1974. Mr. Siegal is a member of the
Board of Directors of the Steel Service Center Institute (SSCI). He previously
served as National Chairman of Israel Bonds and presently serves as Vice
Chairman of the Development Corporation for Israel and as an officer for the
Cleveland Jewish Community Federation. He is also a member of the Board of
Directors of American National Bank (Cleveland, Ohio).

David A. Wolfort, age 49, has served as Chief Operating Officer since 1995
and a director of the Company since 1987. Mr. Wolfort assumed the additional
title of President in January 2001. He previously served as Vice President
- -Commercial from 1987 to 1995, after having joined the Company in 1984 as
General Manager. Mr. Wolfort's duties include the management of all sales,
purchasing and operational aspects of each region. Prior to joining the Company,
Mr. Wolfort spent eight years with Sharon Steel, a primary steel producer, in a
variety of sales assignments. Mr. Wolfort is the Chairman of SSCI's Political
Action Committee and serves as Past Chairman of SSCI's Governmental Affairs
Committee. He is also a member of the Northern Ohio Regional Board of the
Anti-Defamation League.

Richard T. Marabito, age 38, serves as the Company's Chief Financial
Officer (CFO) and Treasurer. He joined the Company in 1994 as Corporate
Controller and Treasurer and served in these capacities until being named CFO in
March 2000. Prior to joining the Company, Mr. Marabito served as Corporate
Controller for Waxman Industries, Inc., a publicly traded wholesale distribution
company. Mr. Marabito is a certified public accountant, and was employed from
1985 to 1990 by Arthur Andersen LLP in its audit division. Mr. Marabito also
serves as a director for the Company's two joint ventures.

Mr. Heber MacWilliams, age 58, serves as Vice President-Management
Information Systems, and has been employed by the Company since 1994. Prior to
joining the Company, Mr. MacWilliams spent 14 years as partner in charge of
management consulting at Walthall & Drake, a public accounting firm in
Cleveland, Ohio. Mr. MacWilliams is also a member of the faculty of the
Weatherhead School of Management at Case Western Reserve University in
Cleveland, Ohio.

11

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

PRICE RANGE OF COMMON STOCK

The Company's Common Stock trades on NASDAQ under the symbol "ZEUS." The
following table sets forth, for each quarter in the two year period ended
December 31, 2001, the high and low closing prices of the Company's Common Stock
on NASDAQ:

HOLDERS OF RECORD

February 26, 2002, the Company believed there were approximately 3,000
beneficial holders of the Company's Common Stock.

DIVIDENDS

The Company presently retains all of its earnings, and anticipates that all
of its future earnings will be retained to finance the expansion or upgrading of
its business and does not anticipate paying cash dividends on its Common Stock
in the foreseeable future. Any determination to pay cash dividends in the future
will be at the discretion of the Board of Directors after taking into account
various factors, including the Company's financial condition, results of
operations, current and anticipated cash needs, plans for expansion and
restrictions under the Company's credit agreements.

12

SHAREHOLDER RIGHTS PLAN

On February 15, 2000, the Company filed a Form 8-K relative to the adoption
of a shareholder rights plan.

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected data of the Company for each of the
five years in the period ended December 31, 2001. The data presented should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the consolidated financial statements
and notes thereto included elsewhere in this report.

- ---------------

(a) Net sales and gross margin generated from toll tons sold represented less
than 5% of net sales and gross margin dollars for all years presented.

(b) 2000 and 1998 operating expenses include asset impairment charges of $1,178
and $19,056, respectively.

(c) 2000, 1999, 1998, and 1997 reflect the sale of $48,000, $52,000, $57,000,
and $64,000, respectively, of accounts receivable under the Company's former
accounts receivable securitization program.

13

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The Company's results of operations are affected by numerous external
factors, such as general economic and political conditions, competition, steel
pricing and availability, energy prices, customer demand for steel, and layoffs
or work stoppages by suppliers' or customers' personnel.

Olympic sells a broad range of products, many of which have different gross
margins. Products that have more value-added processing generally have a greater
gross margin. Accordingly, the Company's overall gross margin is affected by
product mix and the amount of processing performed, as well as volatility in
selling prices and material purchase costs. The Company performs toll processing
of customer-owned steel, the majority of which is performed by its Detroit and
Georgia operations. Toll processing generally results in lower selling prices
and gross margin dollars per ton but higher gross margin percentages than the
Company's direct sales.

The Company's two joint ventures include: Laser Processing (OLP), a company
that processes laser welded sheet steel blanks for the automotive industry; and
Trumark Steel & Processing (TSP), a Minority Business Enterprise (MBE) company
supporting the flat-rolled steel requirements of the automotive industry. The
Company's 50% interest in OLP and 49% interest in TSP are accounted for under
the equity method. The Company guarantees portions of outstanding debt under
both of the joint venture companies' bank credit facilities. As of December 31,
2001, Olympic guaranteed 50% of OLP's $18.8 million and 49% of TSP's $2.1
million of outstanding debt on a several basis.

Financing costs historically included interest expense on debt and costs
associated with the Company's accounts receivable securitization program (the
Financing Costs). In connection with the refinancing of its bank credit
agreement on June 28, 2001 (the New Credit Facility), the Company's accounts
receivable securitization program was terminated, resulting in the repurchase of
$42.0 million of accounts receivable previously sold. Receivable securitization
costs were based on commercial paper rates calculated on the amount of
receivables sold.

The Company sells certain products internationally, primarily in Puerto
Rico and Mexico. All international sales and payments are made in United States
dollars. These sales historically involve the Company's direct representation of
steel producers and may be covered by letters of credit or trade receivable
insurance. Typically, international sales are more transactional in nature with
lower gross margins than domestic sales. Domestic steel producers generally
supply domestic customers before meeting foreign demand, particularly during
periods of supply constraints. International sales have represented less than 4%
of net sales in each of the last three years.

Because the Company conducts its operations generally on the basis of
short-term orders, backlog is not a meaningful indicator of future performance.

RESULTS OF OPERATIONS

The following table sets forth certain income statement data expressed as a
percentage of net sales:

14

2001 COMPARED TO 2000

Tons sold decreased 9.2% to 1,092 in 2001 from 1,203 thousand in 2000. Tons
sold in 2001 included 961 thousand from direct sales and 131 thousand from toll
processing, compared with 1,038 thousand from direct sales and 165 thousand from
toll processing in 2000. The decreases in direct and toll tons sold were
attributable to depressed customer demand across substantially all markets
served by the Company.

Net sales decreased $104.1 million, or 20.0%, to $416.3 million in 2001
from $520.4 million in 2000. Average selling prices decreased 11.9% due to
depressed steel pricing. In 2001, average domestic hot-rolled prices declined
approximately 25% over 2000, and reached a 30-year low by the end of 2001. In
2002, steel pricing has increased. However, the long-term pricing index will be
directly impacted by the pending U.S. Government Section 201 steel trade
investigation, continued closure of domestic steel production facilities, and
global currency fluctuations.

As a percentage of net sales, gross margin increased to 24.0% in 2001 from
20.9% in 2000. The increase reflects the benefit of lower raw material costs in
2001 and the Company's reduction of its inventory levels in 2000.

Operating expenses in 2001 decreased $11.8 million or 10.7% from 2000.
Excluding the asset impairment and the incremental accounts receivable reserve
charge in 2000, operating expenses decreased $9.1 million or 8.5%. For the year,
warehouse and processing expense combined with distribution expense declined
$7.2 million or 13.4%, primarily as a result of managing variable costs
associated with the decrease in tons sold as well as workforce reductions
implemented over the course of 2001. Administrative and general expense
decreased $2.2 million or 7.9% due to the cost reduction efforts of the Company
and the absence of over $600 thousand of non-recurring consulting fees incurred
in 2000. Excluding the $1.5 million incremental accounts receivable reserve
charge in 2000, selling expense declined $626 thousand or 4.9%. Depreciation and
amortization expense increased by $862 thousand or 9.3% as a result of the
deferred financing fee amortization associated with the Company's New Credit
Facility. On a per ton basis excluding the 2000 charges, operating expenses
increased .7% to $90.10 from $89.45 in 2000. As a percentage of net sales
excluding the charges in 2000, operating expenses increased to 23.6% from 20.7%,
primarily as a result of depressed selling prices.

Loss from joint ventures totaled $160 thousand in 2001 compared to $1.4
million in 2000. The Company's losses from OLP totaled $192 thousand in 2001
compared to $1.4 million in 2000. OLP began operating profitably over the last
nine months of 2001. TSP contributed $32 thousand of income in 2001 compared to
losses of $67 thousand in 2000.

Financing Costs decreased $2.6 million, or 25.8%, to $7.4 million in 2001
from $10.0 million in 2000. The decrease between years is attributable to a
$36.0 million reduction in average borrowing levels inclusive of accounts
receivables sold under the receivable securitization program. The Company's
effective bank borrowing rate increased to 8.8% from 8.3% in 2000. The Company's
New Credit Facility significantly increases its borrowing rates.

Loss before taxes for 2001 totaled $5.9 million compared to $12.9 million
in 2000. Excluding the asset impairment and the incremental accounts receivable
reserve charge in 2000, loss before taxes totaled $10.3 million. In 2001, the
income tax benefit approximated 38.5% of loss before taxes, compared to a 32.5%
benefit in 2000. The lower tax rate in 2000 is primarily attributable to a
valuation reserve against the realizability of certain tax assets. If the
Company were to incur losses before taxes in the future, the realization of the
tax benefit of such losses would be uncertain.

Net loss totaled $3.6 million, or $.38 per share in 2001, compared to a net
loss of $8.7 million, or $.90 per share in 2000. Excluding the asset impairment
and the incremental accounts receivable reserve charge in 2000, net loss totaled
$6.4 million or $.66 per share.

Weighted average shares outstanding totaled 9.6 million in 2001, compared
to 9.7 million in 2000.

15

2000 COMPARED TO 1999

Tons sold decreased 5.5% to 1,203 thousand in 2000 from 1,272 thousand in
1999. Tons sold in 2000 included 1,038 thousand from direct sales and 165
thousand from toll processing, compared with 1,065 thousand from direct sales
and 207 thousand from toll processing in 1999. The decrease in direct and toll
tons sold was attributable to depressed demand primarily in the automotive,
transportation, and other service center sectors.

Net sales decreased by $5.4 million, or 1.0%, to $520.4 million from $525.8
million in 1999. Average selling prices increased 4.7% primarily due to more
direct sales as a percentage of total sales.

As a percentage of net sales, gross margin decreased to 20.9% in 2000 from
23.7% in 1999. The decrease was attributable to the significant and continuous
decline in steel prices since April 2000, as well as the Company's initiative to
reduce its inventory levels in response to depressed customer demand. Base
domestic hot rolled pricing declined by approximately 35% from April to December
2000.

Operating expenses in 2000 included a $1.2 million asset impairment charge
to reduce the net book value of certain equipment to its estimated sale value.
The Company also recorded $1.5 million of incremental accounts receivable
reserves for collectibility concerns. Excluding the impact of these charges in
2000, operating expenses decreased $3.6 million or 3.2% from 1999. On a per ton
basis excluding the charges, operating expenses increased 2.4% to $89.45 from
$87.36 in 1999. Operating expenses, specifically distribution and occupancy
expense, were also adversely affected by rising energy costs in 2000. As a
percentage of net sales before the charges, operating expenses decreased to
20.7% from 21.1% in 1999. The decrease was primarily due to strategic
initiatives to reduce controllable expenses, which began with the Company's
strategic planning efforts in late 1999. Costs associated with the strategic
planning initiative, which concluded in March 2000, approximated $600 thousand
in both 2000 and 1999.

Loss from joint ventures totaled $1.4 million in 2000, compared to $1.0
million in 1999. The Company's losses from OLP totaled $1.4 million in 2000
compared to $1.0 million last year, while TSP operated at approximately
breakeven for both years.

Financing Costs increased 34.3% to $10.0 million in 2000 from $7.4 million
in 1999. Total average borrowings outstanding in 2000 increased approximately
$4.9 million. However, total borrowings outstanding at December 31, 2000
reflected a $25.4 million, or 27.2% reduction from December 31, 1999, primarily
due to lower inventory levels. The Company's overall effective borrowing rate
was 8.3% in 2000, compared to 6.9% in 1999. Costs associated with the accounts
receivable securitization program increased $605 thousand or 19.4%. The
effective borrowing rate on the securitization program increased to 7.0% in 2000
from 5.9% in 1999.

Loss before taxes for 2000 totaled $12.9 million compared to income before
taxes of $5.1 million in 1999. Excluding the asset impairment and the
incremental accounts receivable reserve charge in 2000, loss before taxes
totaled $10.3 million. In 2000, the income tax benefit approximated 32.5% of
loss before taxes, compared to income tax expense recorded at 38.5% of income
before taxes in 1999. The lower tax rate in 2000 was primarily attributable to a
valuation reserve against certain tax assets.

Net loss totaled $8.7 million or $.90 per share in 2000, compared to net
income of $3.2 million or $.30 per share in 1999. Excluding the asset impairment
and the incremental accounts receivable reserve charge in 2000, net loss totaled
$6.4 million or $.66 per share.

During 2000, the Company repurchased 760 thousand shares of its Common
Stock. Weighted average shares outstanding totaled 9.7 million in 2000, compared
to 10.5 million in 1999.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal capital requirements are to fund its working
capital needs, its upgrade of information technology and business system
software, the purchase and upgrading of processing equipment and facilities, and
its investments in joint ventures. The Company uses cash generated from
operations, leasing transactions, and its credit facility to fund these
requirements.

16

Working capital at December 31, 2001 increased $13.6 million from the end
of 2000. The increase is attributable to the $42.0 million receivable repurchase
offset by a $17.1 million reduction in inventory and a $14.5 million reduction
in gross accounts receivable inclusive of the $48.0 million of receivables sold
as of December 31, 2000.

Net cash used for operating activities primarily represents earnings plus
non-cash charges for depreciation, amortization and losses from joint ventures,
as well as changes in working capital. During 2001, $13.2 million of net cash
was used for operating activities, consisting of $4.0 million of cash generated
from earnings and non-cash charges less $17.2 million of cash used for working
capital components. Included in the working capital component is $42.0 million
used to repurchase accounts receivable previously sold under the accounts
receivable securitization program, which was terminated in connection with the
Company's refinancing on June 28, 2001. Offsetting this use of cash was a $17.1
million reduction of inventory.

Net cash used for investing activities in 2001 totaled $3.6 million,
consisting primarily of information technology spending and contributions to the
Company's joint ventures. The Company's 2002 capital spending plan approximates
$6.0 million, approximately one-half of which will be spent on the development
of a common computer system for the Company and other information technology
upgrades. The remaining capital spending plan includes a new slitter for the
Minneapolis Coil facility and new plate processing equipment for the Minneapolis
Plate facility, as well as maintenance spending for the Company's existing
buildings and equipment.

Cash flows from financing activities totaled $16.5 million, and primarily
consisted of $48.0 million of borrowings on the Company's New Credit Facility to
repurchase the securitized receivables, offset by a net $31.5 million reduction
in total debt in 2001.

On June 28, 2001, the Company entered into a new 3-year, $135.0 million
secured bank financing agreement (the New Credit Facility). The New Credit
Facility replaces the former bank credit agreement, accounts receivable
securitization facility, and taxable rate note financing. The New Credit
Facility is secured by the Company's accounts receivable, inventories, and
substantially all property and equipment. Borrowings under the New Credit
Facility are limited to the lesser of a borrowing base, comprised of eligible
receivables, inventories and property and equipment, or $135.0 million in the
aggregate. The Company has the option to borrow based on the agent bank's base
rate or London Interbank Offered Rates (LIBOR) plus a premium (the Premium).
Beginning in 2002, the Premium may increase or decrease by 25 basis points based
on excess availability under the New Credit Facility. Based on the Company's
excess availability at December 31, 2001, the Company's Premium will decrease 25
basis points effective March 1, 2002. Monthly principal repayments of $167
thousand commence April 1, 2002 on a term loan component of the New Credit
Facility.

The New Credit Facility requires the Company to comply with various
covenants, the most significant of which include: (i) minimum excess
availability of $10.0 million, (ii) a minimum fixed charge coverage ratio, which
commences in December 2002, (iii) restrictions on additional indebtedness, and
(iv) limitations on capital expenditures. The Company was in compliance with its
various covenants at December 31, 2001.

As of December 31, 2001, the Company had approximately $34.2 million of
excess availability under the its New Credit Facility. The Company believes that
funds available under its New Credit Facility, together with funds generated
from operations, will be sufficient to provide the Company with the liquidity
necessary to fund its anticipated working capital requirements, capital
expenditure requirements, and scheduled debt maturities over the next 12 months.
Capital requirements are subject to change as business conditions warrant and
opportunities arise.

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standard No. 141 (SFAS No. 141), "Business Combinations"
and SFAS No. 142, "Goodwill and Other Intangible Assets." The statements are
effective for the Company on January 1, 2002. These statements result in
modifications relative to the Company's accounting for goodwill and other
intangible assets. Specifically, the Company ceased goodwill amortization
beginning January 1, 2002. Additionally, intangible assets, including goodwill,
are subjected to new impairment testing criteria. Other than the cessation of
goodwill amortization,

17

which approximated $104 thousand annually, the Company has not determined the
impact of adoption on the Company's financial statements. The determination of
an impairment charge is expected to be completed by the fourth quarter of 2002.
Total goodwill, net of accumulated amortization, was $3.4 million at December
31, 2001.

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is exposed to the impact of interest rate changes and
fluctuating steel prices. The Company has not entered into interest rate or
steel commodity transactions for speculative purposes or otherwise.

Inflation generally affects the Company by increasing the cost of
personnel, transportation services, processing equipment, purchased steel,
energy, and borrowings under the Company's credit facility. Inflation did not
have a material effect on the Company's financial results in 2001. However,
declining market interest rates on the Company's variable rate debt had a
favorable impact on the Company's cost of borrowings in 2001. When raw material
prices decline, as in 2001, customer demands for lower costed product result in
lower selling prices. Declining steel prices therefore adversely affected the
Company's net sales and net income in 2001.

Olympic's primary interest rate risk exposure results from floating rate
debt. If interest rates were to increase 100 basis points (1.0%) from December
31, 2001 rates, and assuming no changes in debt from December 31, 2001 levels,
the additional annual interest expense to the Company would be approximately
$533 thousand. The Company currently does not hedge its exposure to floating
interest rate risk.

18

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and
the Board of Directors of
Olympic Steel, Inc.:

We have audited the accompanying consolidated balance sheets of Olympic
Steel, Inc. (an Ohio corporation) and subsidiaries as of December 31, 2001 and
2000, and the related consolidated statements of income, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
2001. 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 auditing standards generally
accepted in the United States. 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 financial statements referred to above present fairly,
in all material respects, the financial position of Olympic Steel, Inc. and
subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles generally accepted in
the United States.

Arthur Andersen LLP

Cleveland, Ohio,
January 28, 2002.

19

ITEM 8. FINANCIAL STATEMENTS

OLYMPIC STEEL, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
(in thousands, except per share data)

The accompanying notes are an integral part of these statements.
20

OLYMPIC STEEL, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2001 AND 2000
(in thousands)

The accompanying notes are an integral part of these balance sheets.
21

OLYMPIC STEEL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(in thousands)

The accompanying notes are an integral part of these statements.
22

OLYMPIC STEEL, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(in thousands)

The accompanying notes are an integral part of these statements.
23

OLYMPIC STEEL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
(dollars in thousands, except share and per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
Olympic Steel, Inc. and its wholly-owned subsidiaries (collectively the Company
or Olympic), after elimination of intercompany accounts and transactions.
Investments in the Company's joint ventures are accounted for under the equity
method. In 2000, cumulative losses in excess of investments made in the joint
ventures are shown as a liability on the accompanying consolidated balance
sheets.

NATURE OF BUSINESS

The Company is a North American steel service center with 47 years of
experience in specialized processing and distribution of large volumes of
carbon, coated carbon and stainless steel, flat-rolled sheet, coil and plate,
and tubular steel products from 13 facilities in eight midwestern and eastern
states. The Company operates as one business segment.

ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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.

CONCENTRATION RISKS

The Company is a major customer of flat-rolled coil and plate steel for
many of its principal suppliers, but is not dependent on any one supplier. The
Company purchased approximately 13% and 17% of its total steel requirements from
its single largest supplier in 2001 and 2000, respectively.

INVENTORIES

Inventories are stated at the lower of cost or market and include the costs
of purchased steel, internal and external processing, and inbound freight. Cost
is determined using the specific identification method.

PROPERTY AND EQUIPMENT, AND DEPRECIATION

Property and equipment are stated at cost. Depreciation is provided using
the straight-line method over the estimated useful lives ranging from 3 to 30
years.

GOODWILL AND AMORTIZATION

Goodwill includes the cost in excess of fair value of the net assets
acquired and is being amortized on a straight-line method ranging from 15 to 40
years. The Company evaluates facts and circumstances to determine if the value
of goodwill or other long-lived assets may be impaired. Goodwill amortization
expense totaled $104 in 2001, 2000, and 1999. Accumulated amortization of
goodwill totaled $464 at December 31, 2001 and $360 at December 31, 2000. See
"Impact of New Accounting Standards" for further information regarding
modifications to the Company's accounting for goodwill.

24

REVENUE RECOGNITION

Revenue is recognized in accordance with the Securities and Exchange
Commissions Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements." For both direct and toll shipments, revenue is recognized when
steel is shipped to the customer and title is transferred. Sales returns and
allowances are treated as reductions to sales and are provided for based on
historical experience and current estimates.

SHARES OUTSTANDING AND EARNINGS PER SHARE

In April 1999 and July 2000, the Company's Board of Directors authorized
programs, which expired in July 2001, to purchase up to an aggregate of 2
million shares of Olympic Common Stock. During 1999 and the first half of 2000,
the Company repurchased 1 million shares at an average price of $5.86 per share.
During the third quarter of 2000, the Company repurchased an additional 360,900
shares at an average price of $3.88 per share. Repurchased shares are held in
treasury and are available for general corporate purposes.

Earnings per share have been calculated based on the weighted average
number of shares outstanding. Average shares outstanding were 9.6 million in
2001, 9.7 million in 2000, and 10.5 million in 1999. Basic and diluted earnings
per share are the same, as the effect of outstanding stock options is not
dilutive.

IMPACT OF NEW ACCOUNTING STANDARDS

The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standard No. 141 (SFAS No. 141), "Business Combinations"
and SFAS No. 142, "Goodwill and Other Intangible Assets." The statements are
effective for the Company on January 1, 2002. These statements result in
modifications relative to the Company's accounting for goodwill and other
intangible assets. Specifically, the Company ceased goodwill amortization
beginning January 1, 2002. Additionally, intangible assets, including goodwill,
are subjected to new impairment testing criteria. Other than the cessation of
goodwill amortization, which approximated $104 annually, the Company has not
determined the impact of adoption on the Company's financial statements. The
determination of an impairment charge is expected to be completed by the fourth
quarter of 2002. Total goodwill, net of accumulated amortization, was $3,415 at
December 31, 2001.

2. ASSET IMPAIRMENT CHARGE:

The Company recorded an asset impairment charge in the fourth quarter of
2000 totaling $1,178 to reduce the net book value of certain equipment held for
sale to its estimated sale value in accordance with SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of." SFAS No. 121 requires assets such as goodwill and fixed assets to be
written down to fair market value when circumstances indicate that their
carrying values are impaired.

3. INVESTMENTS IN JOINT VENTURES:

In 1997, the Company and the U.S. Steel Group of USX Corporation (USS)
formed Olympic Laser Processing (OLP), a joint venture to process laser welded
sheet steel blanks for the automotive industry. OLP is owned 50% by each of the
companies. OLP constructed a facility in Michigan equipped with two automated
laser-welding lines and two manual-feed lines, which are all in production.
Since its formation, all OLP start-up costs have been expensed as incurred. The
Company and USS each contributed $2,000 in cash to OLP upon formation and each
guarantees, on a several basis, 50% of OLP's outstanding debt under its $20,000
bank loan agreement which expires on March 31, 2002. OLP is in the process of
extending its bank loan agreement with expectations that an agreement will be
completed before the March 31, 2002 expiration date. During 2001, the Company
and USS each contributed $800 in cash to OLP. In 2000, the Company and USS each
contributed $500 in cash to OLP. OLP bank debt outstanding at December 31, 2001
totaled $18,837. In 1997, the Company, Michael J. Guthrie and Carlton L. Guthrie
(the Guthries) formed Trumark Steel & Processing, LLC (TSP), a joint venture to
support the flat-rolled steel requirements of the automotive industry as a
Minority Business Enterprise (MBE). Upon formation, the Company made a $147 cash
contribution to TSP for its 49% ownership interest in the venture. Since its
formation, all TSP start-up costs have been expensed as incurred. During 2001,
the Company and the Guthries contributed $212 and $220 in cash to TSP,
respectively. In 2000, the Company
25

contributed $147 in cash to TSP. The Company and the Guthries severally
guarantee outstanding debt under TSP's $3,880 demand note bank loan agreement in
proportion to each member's ownership interest. TSP bank debt outstanding at
December 31, 2001 totaled $2,104.

4. ACCOUNTS RECEIVABLE:

From 1995 to June 2001, the Company operated under an agreement to sell, on
a revolving basis, through its wholly-owned subsidiary Olympic Steel Receivables
LLC, an undivided interest in a designated pool of its trade accounts
receivable. In connection with the refinancing of its bank credit agreement on
June 28, 2001 (see Footnote 7), the Company's accounts receivable securitization
program was terminated, resulting in the repurchase of $42,000 of accounts
receivable previously sold. The repurchased receivables are reflected as an
increase to accounts receivable and an increase to debt in the accompanying
December 31, 2001 consolidated balance sheet. The accompanying December 31, 2000
consolidated balance sheet reflects the sale of $48,000 of receivables as a
reduction of accounts receivable and debt under the then existing receivable
securitization program. In conjunction with the termination of the receivable
securitization program, the Company no longer incurs receivable securitization
expense on its consolidated income statements.

The average receivable pool sold totaled $21,093 in 2001 compared to
$52,066 in 2000. Costs of the program, which primarily consisted of the
purchaser's financing cost of issuing commercial paper backed by the
receivables, totaled $1,260 in 2001, $3,724 in 2000, and $3,119 in 1999, and
have been classified as Receivable Securitization Expense in the accompanying
consolidated statements of income. The program costs were based on commercial
paper rates plus 65 basis points. The average program costs for 2001, 2000, and
1999 were 5.9%, 7.0%, and 5.9%, respectively.

Accounts receivable are presented net of allowances for doubtful accounts
of $921 and $2,375 as of December 31, 2001 and 2000, respectively. Bad debt
expense totaled $979 in 2001, $2,355 in 2000, and $911 in 1999.

5. ASSETS HELD FOR SALE:

During the fourth quarter of 2000, the Company decided to dispose of
certain underutilized equipment and to consolidate its Chicago operations in its
existing Schaumburg, Illinois facility and close its Elk Grove Village facility.
The Company recorded an asset impairment charge in 2000 of $1,178 to reflect the
assets held for sale at their estimated realizable values. The Company will use
the proceeds from the sale of these assets to reduce long-term debt. During
2001, several of the underutilized pieces of equipment were sold at values
approximating their carrying amounts. The Company anticipates selling the
remaining assets during 2002.

6. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

26

Construction in progress at December 31, 2001 consisted of expenditures
related to the development of one common computer system across the Company.

7. DEBT:

CREDIT FACILITY REVOLVER AND TERM LOANS

On June 28, 2001, the Company entered into a new 3-year, $135,000 secured
bank financing agreement (the New Credit Facility). The New Credit Facility
replaces the former bank credit agreement, accounts receivable securitization
facility, and taxable rate note financing. The New Credit Facility is secured by
the Company's accounts receivable, inventories, and substantially all property
and equipment. Borrowings under the New Credit Facility are limited to the
lesser of a borrowing base, comprised of eligible receivables, inventories and
property and equipment, or $135,000 in the aggregate. The Company has the option
to borrow based on the agent bank's base rate or London Interbank Offered Rates
(LIBOR) plus a premium (the Premium). Components and interest rate options as of
December 31, 2001 for the New Credit Facility were as follows:

Included in the revolver component are letter of credit commitments
totaling $3,871 at December 31, 2001.

The Premium for the revolver and term loan A components may increase or
decrease by 25 basis points based on excess availability under the New Credit
Facility. Based on the Company's excess availability at December 31, 2001, the
Company's Premium will decrease 25 basis points effective March 1, 2002.
Beginning January 1, 2002, the term loan B deferred pay rate declined to 7.0%. A
commitment fee of .5% is paid monthly on any unused portion of the New Credit
Facility. Interest on Prime and current pay fixed borrowings is paid monthly
while interest on the LIBOR option is payable at the end of the LIBOR interest
period, which ranges from one to three months. Term loan B principal and
deferred pay interest is due and payable in full upon expiration or termination
of the New Credit Facility. Term loan B deferred pay interest is included in
long-term debt on the accompanying December 31, 2001 consolidated balance sheet.
Term loan A monthly principal repayments of $167 commence April 1, 2002.

The New Credit Facility requires the Company to comply with various
covenants, the most significant of which include: (i) minimum excess
availability of $10,000, (ii) a minimum fixed charge coverage ratio, which
commences in December 2002, (iii) restrictions on additional indebtedness, and
(iv) limitations on capital expenditures. At December 31, 2001, the Company had
$34,178 of excess availability under the New Credit Facility. The Company was in
compliance with its various covenants at December 31, 2001.

In connection with the establishment of the New Credit Facility, the
Company incurred $4,157 of fees and expenses which have been capitalized and
included in "Other Assets" on the accompanying consolidated balance sheets.
These costs are being amortized to expense over the 3-year term of the
agreement.

The credit facility revolver balance on the accompanying consolidated
balance sheets includes $5,187 and $5,316 of checks issued that have not cleared
the bank as of December 31, 2001 and 2000, respectively.

TERM LOANS

The Company entered into a $12,000 loan agreement with a domestic bank to
finance the 1997 acquisition and subsequent expansion of its Georgia operation
(the Southeastern Term Loan). The loan is secured by the real estate and
equipment financed, and is repayable in quarterly installments that commenced
September 1, 1997. Interest is charged at LIBOR plus the same Premium associated
with the Company's credit facility revolver.

27

The long-term portion of term loans at December 31, 2001 and 2000,
consisted of the following:

INDUSTRIAL REVENUE BONDS

The long-term portion of industrial revenue bonds at December 31, 2001 and
2000, consisted of the following:

The bonds due in 2004 are all backed by standby letters of credit included
in the New Credit Facility, and are secured by a first lien on certain land,
buildings and equipment.

8. SCHEDULED DEBT MATURITIES, INTEREST, DEBT CARRYING VALUES:

Scheduled maturities of all long-term debt for the years succeeding
December 31, 2001 are $4,786 in 2002, $5,198 in 2003, $25,964 in 2004, $2,844 in
2005, $2,865 in 2006, and $18,483 thereafter. The overall effective interest
rate for all debt amounted to 8.8% in 2001, 8.3% in 2000, and 6.9% in 1999.
Interest paid totaled $5,116, $6,293, and $4,712, for the years ended December
31, 2001, 2000, and 1999, respectively. Amounts paid relative to the accounts
receivable securitization program, which was terminated in June 2001, totaled
$1,587 in 2001, $3,805 in 2000, and $3,159 in 1999.

Management believes the carrying values of its long-term debt approximate
their fair values, as each of the Company's variable rate debt arrangements bear
interest at rates that fluctuate based on a bank's base rate, LIBOR, or the
short-term tax exempt revenue bond index.

The Company has not entered into interest rate transactions for speculative
purposes or otherwise. The Company does not hedge its exposure to floating
interest rate risk.

28

9. INCOME TAXES:

The components of the Company's net current and deferred tax asset or
liability at December 31 are as follows:

The following table reconciles the U.S. federal statutory rate to the
Company's effective tax rate:

The tax provision includes a current provision (benefit) of ($115),
($1,706), and $252, and a deferred expense (benefit) of ($2,168), ($2,492), and
$1,725 in 2001, 2000, and 1999, respectively. The valuation reserve in 2000
totaled $568. Net refunds of income taxes totaled $1,573 and $2,307 in 2001 and
2000, respectively. Income taxes paid totaled $282 in 1999. The Company has net
operating loss carryforwards of $24,408, which begin expiring in the year ended
December 31, 2020. If the Company were to incur losses before taxes in the
future, the realization of the tax benefit of such losses would be uncertain.

10. RETIREMENT PLANS:

The Company's retirement plans consist of a profit-sharing plan and a
401(k) plan covering all non-union employees and two separate 401(k) plans
covering all union employees.

Company contributions to the non-union profit-sharing plan are
discretionary amounts as determined annually by the Board of Directors. No
profit sharing contribution was made in 2001. Company profit-sharing
contributions were 2% in 2000, and 3% in 1999, of each eligible employee's W-2
earnings. The non-union 401(k) retirement plan allows eligible employees to
contribute up to 10% of their W-2 earnings. The Company contribution is
determined annually by the Board of Directors and is based on a percentage of
eligible employees' contributions. For each of the last three years, the Company
matched one half of each eligible employee's contribution.

Company contributions for each of the last three years for the union plans
were 3% of eligible W-2 wages plus one half of the first 4% of each employee's
contribution.

29

Retirement plan expense amounted to $1,066, $1,759, and $1,841 for the
years ended December 31, 2001, 2000, and 1999, respectively.

11. STOCK OPTIONS:

In January 1994, the Stock Option Plan (Option Plan) was adopted by the
Board of Directors and approved by the shareholders of the Company. Pursuant to
the provisions of the Option Plan, key employees of the Company, non-employee
directors and consultants may be offered the opportunity to acquire shares of
Common Stock by the grant of stock options, including both incentive stock
options (ISOs) and nonqualified stock options. ISOs are not available to
non-employee directors or consultants. A total of 950,000 shares of Common Stock
are reserved under the Option Plan. The purchase price of a share of Common
Stock pursuant to an ISO will not be less than the fair market value of a share
of Common Stock at the grant date. Options vest over three or five years at
rates of 33.3% and 20% per year, respectively, commencing on the first
anniversary of the grant date, and all expire 10 years after the grant date. The
Option Plan will terminate on January 5, 2004. Termination of the Option Plan
will not affect outstanding options.

Transactions under the Option Plan are as follows:

In 1996, the Company adopted the disclosure-only provisions of SFAS No.
123, "Accounting for Stock-Based Compensation." The fair value of each option
grant was estimated on the date of grant using the Black-Scholes option pricing
model with the following weighted average assumptions:

If the Company had elected to recognize compensation cost based on the fair
value of the options granted at the grant date under SFAS No. 123, net income
and earnings per share would have been reduced by the amounts shown below:

30

12. COMMITMENTS AND CONTINGENCIES:

The Company leases certain warehouses, sales offices and machinery and
equipment under long-term lease agreements. All leases are classified as
operating and expire at various dates through 2010. In some cases the leases
include options to extend. Rent expense was $1,351, $1,448, and $1,600 for the
years ended December 31, 2001, 2000 and 1999, respectively.

Future minimum lease payments as of December 31, 2001 are as follows:

2002...................................................... $1,242
2003...................................................... 947
2004...................................................... 857
2005...................................................... 266
2006...................................................... 213
Thereafter................................................ 684
------
$4,209
======

The Company is party to various legal actions that it believes are ordinary
in nature and incidental to the operation of its business. In the opinion of
management, the outcome of the proceedings to which the Company is currently a
party will not have a material adverse effect upon its operations or financial
position.

Approximately 260 of the Company's hourly plant personnel at the
Minneapolis and Detroit facilities are represented by four separate collective
bargaining units. Two of the four collective bargaining agreements are set to
expire in July 2002 and September 2002. The Company has never experienced a work
stoppage and believes that its relationship with its employees is good.

13. RELATED PARTY TRANSACTIONS:

A related entity handles a portion of the freight activity for the
Company's Cleveland operation. Payments to this entity totaled $1,327, $1,406,
and $1,212 for the years ended December 31, 2001, 2000, and 1999, respectively.
There is no common ownership or management of this entity with the Company.
Another related entity owns one of the Cleveland warehouses and leases it to the
Company at an annual rental of $195. The lease was renewed in June 2000 for a
10-year term with one remaining renewal option for an additional 10 years.

David A. Wolfort, President and COO purchased 300,000 shares of the
Company's Common Stock from treasury on February 22, 2001. The shares were
purchased pursuant to a 5-year note payable to the Company due and payable on or
before January 1, 2006. The principal balance of $675 accrues interest at 5.07%
per annum, and is secured by a pledge of the underlying shares until the note is
paid in full.

14. SHAREHOLDER RIGHTS PLAN:

On January 31, 2000, the Company's Board of Directors (the Directors)
approved the adoption of a share purchase rights plan. The terms and description
of the plan are set forth in a rights agreement, dated January 31, 2000, between
the Company and National City Bank, as rights agent (the Rights Agreement). The
Directors declared a dividend distribution of one right for each share of Common
Stock of the Company outstanding as of the March 6, 2000 record date (the Record
Date). The Rights Agreement also provides, subject to specified exceptions and
limitations, that Common Stock issued or delivered from the Company's treasury
after the record date will be accompanied by a right. Each right entitles the
holder to purchase one-one-hundredth of a share of Series A Junior Participating
Preferred stock, without par value at a price of $20 per one one-hundredth of a
preferred share (a Right). The Rights expire on March 6, 2010, unless earlier
redeemed, exchanged or amended. Rights become exercisable to purchase Preferred
Shares following the commencement of certain tender offer or exchange offer
solicitations resulting in beneficial ownership of 15% or more of the Company's
outstanding common shares as defined in the Rights Agreement.

31

SUPPLEMENTARY FINANCIAL INFORMATION
UNAUDITED QUARTERLY RESULTS OF OPERATIONS
(in thousands, except per share amounts)

- ---------------

(a) Represents high and low closing quotations as reported by NASDAQ.

(b) Includes an asset impairment charge of $1,178.

32

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by Item 10 as to the Directors of the Registrant will
be incorporated herein by reference to the information set forth under the
captions "Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Registrant's definitive proxy statement for its
April 26, 2002 Annual Meeting of Shareholders.

ITEM 11. EXECUTIVE COMPENSATION

Information required by Item 11 will be incorporated herein by reference to
the information set forth under the caption "Executive Officers' Compensation"
in the Registrant's definitive proxy statement for its April 26, 2002 Annual
Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by Item 12 will be incorporated herein by reference to
the information set forth under the captions "Security Ownership of Certain
Beneficial Owners" and "Security Ownership of Management" in the Registrant's
definitive proxy statement for its April 26, 2002 Annual Meeting of
Shareholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by Item 13 will be incorporated herein by reference to
the information set forth under the caption "Related Transactions" in the
Registrant's definitive proxy statement for its April 26, 2002 Annual Meeting of
Shareholders.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) THE FOLLOWING FINANCIAL STATEMENTS ARE INCLUDED IN PART II, ITEM 8:

Report of Independent Public Accountants

Consolidated Statements of Income for the Years Ended December 31, 2001,
2000, and 1999

Consolidated Balance Sheets as of December 31, 2001 and 2000

Consolidated Statements of Cash Flows for the Years Ended December 31, 2001,
2000, and 1999

Consolidated Statements of Shareholders' Equity for the Years Ended December
31, 2001, 2000, and 1999

Notes to Consolidated Financial Statements

(a)(2) FINANCIAL STATEMENT SCHEDULES. All schedules have been omitted since
the required information is not present or not present in amounts sufficient
to require submission of the schedule, or because the information required
is included in the financial statements including notes thereto.

(a)(3) EXHIBITS. The Exhibits filed herewith are set forth on the Index to
Exhibits filed as part of this report.

(B) REPORTS ON FORM 8-K. No reports were filed on Form 8-K during the fourth
quarter of 2001.

33

OLYMPIC STEEL, INC.

INDEX TO EXHIBITS

- ---------------

(a) Incorporated by reference to the Exhibit with the same exhibit number
included in Registrant's Registration Statement on Form S-1 (No. 33-73992)
filed with the Commission on January 12, 1994.

(b) Incorporated by reference to an Exhibit included in Registrant's Form 10-Q
filed with the Commission on August 13, 2001.

(c) Incorporated by reference to an Exhibit included in Registrant's Form 8-K
filed with the Commission on February 15, 2000.

(d) Incorporated by reference to an Exhibit included in Registrant's Form 10-K
filed with the Commission on March 9, 1998.

34

(e) Incorporated by reference to an Exhibit included in Registrant's Form 10-K
filed with the Commission on March 12, 1999.

(f) Incorporated by reference to an Exhibit included in Registrant's Form 10-Q
filed with the Commission on May 2, 1997.

(g) Incorporated by reference to an Exhibit included in Registrant's Form 10-Q
filed with the Commission on August 3, 2000.

(h) Incorporated by reference to an Exhibit included in Registrant's Form 10-K
filed with the Commission on March 28, 2001.

35

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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.

OLYMPIC STEEL, INC.

February 26, 2002 By: /s/ RICHARD T. MARABITO
------------------------------------
Richard T. Marabito,
Chief Financial Officer and
Treasurer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED AND ON THE 26TH DAY OF FEBRUARY, 2002.

/s/ MICHAEL D. SIEGAL * February 26, 2002
- -----------------------------------------------------
Michael D. Siegal
Chairman of the Board
and Chief Executive Officer

/s/ DAVID A. WOLFORT * February 26, 2002
- -----------------------------------------------------
David A. Wolfort
President, Chief Operating Officer
and Director

/s/ RICHARD T. MARABITO * February 26, 2002
- -----------------------------------------------------
Richard T. Marabito
Chief Financial Officer and Treasurer
(Principal Accounting Officer)

/s/ SUREN A. HOVSEPIAN * February 26, 2002
- -----------------------------------------------------
Suren A. Hovsepian
Business Consultant and Director

/s/ MARTIN H. ELRAD * February 26, 2002
- -----------------------------------------------------
Martin H. Elrad, Director

/s/ THOMAS M. FORMAN * February 26, 2002
- -----------------------------------------------------
Thomas M. Forman Director

/s/ JAMES B. MEATHE * February 26, 2002
- -----------------------------------------------------
James B. Meathe, Director

* The undersigned, by signing his name hereto, does sign and execute this Annual
Report on Form 10-K pursuant to the Powers of Attorney executed by the
above-named officers and Directors of the Company and filed with the
Securities and Exchange Commission on behalf of such officers and Directors.

By: /s/ RICHARD T. MARABITO February 26, 2002
- -----------------------------------------------------
Richard T. Marabito, Attorney-in-Fact