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H O U L I H A N L O K E Y H O WA R D & Z U K I N

I N V E S T M E N T B A N K I N G S E R V I C E S

Metals Industry Update


METALS INDUSTRY SECOND QUARTER 2004 - Volume XVII
INVESTMENT BANKING GROUP

CHICAGO
William G. Peluchiwski
MANAGING DIRECTOR
312.456.4714
wpeluchiwski@hlhz.com

Vincent J. Pappalardo
SENIOR VICE PRESIDENT
312.456.4752
vpappalardo@hlhz.com

Daniel P. Sullivan
VICE PRESIDENT
312.456.4775
dsullivan@hlhz.com

This Report Includes a Review of:

• Steel Prices
• Legacy Costs and Labor Agreements
• The Bankruptcy Market
• The Mergers & Acquisitions and Financing Market
• Production, Shipments and Imports
• Raw Materials
• The Public Equity Markets

www.hlhz.com U.S. 800.788.5300 U.K. +44 (0)20.7839.3355


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FOR IMPORTANT INFORMATION, PLEASE SEE PAGE i.


Experience Produces Results
Where Precision and Focus Meet in the Metals Industry

Houlihan Lokey's dedicated Metals Group serves the industry


with a wide range of investment banking services, from mergers
& acquisitions, financing, financial opinions and other advisory
services - even restructuring. As a leading M&A advisor
to the middle market, our industry focus, con-
tacts and financial expertise help us achieve
the best results for our clients in the
metals industry.

a subsidiary of J&L Specialty Steel, LLC


has been acquired by

has been acquired by


METALS INDUSTRY Allegheny Technologies, Inc.
Investment Banking Group

William G. Peluchiwski Vincent J. Pappalardo We served as exclusive financial advisor, We served as exclusive financial advisor
Managing Director Senior Vice President and initiated, structured and negotiated the and initiated, structured and negotiated the
312.456.4714 312.456.4752 transactionon behalf of J&F Steel Corporation transaction on behalf of J&L Specialty Steel, LLC
and its parent company, Arcelor S.A. and its parent company, Arcelor S.A.
wpeluchiwski@hlhz.com vpappalardo@hlhz.com

H O U L I H A N L O K E Y H O WA R D & Z U K I N
I N V E S T M E N T B A N K I N G S E R V I C E S

w w w. h l h z . c o m U.S. 8 0 0 . 7 8 8 . 5 3 0 0 U.K. + 4 4 ( 0 ) 2 0 . 7 8 3 9 . 3 3 5 5

MERGERS & ACQUISITIONS • FINANCIAL RESTRUCTURING


FINANCIAL OPINIONS AND ADVISORY SERVICES • FINANCING

Los Angeles New York Chicago San Francisco Minneapolis Washington, D.C. Dallas Atlanta London
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

This report is a combination of analysis, statistics and commentary on the specialty/non-ferrous, scrap, service
centers/processors, bar and wire, aluminum, tube and pipe, integrated, minimill, and international producer sub-
sectors of the metals industry and the public companies within these sub-sectors. The report also includes a review
of the mergers and acquisitions, bankruptcy, financing, and public equity markets.

Table of Contents
Executive Summary ……….………...……….……….……….……….................….…..1
Current Events and Industry News ……….………...………….………...….........….….. 4
Bankruptcy Market Analysis ……….………...………….………...…...................……..16
M&A and Financing Market Analysis ……….………...………….………..........….….20
Market Review ……….………...……….……….……….……….......................……20
Second Quarter M&A Analysis ……………………………………………………...21
Summary Statistics ……….………...……….……….……….………...............…….25
Selected Second Quarter M&A Transactions .…………....................................….....26
Selected Latest Twelve Month M&A Transactions ............................................…….29
Selected Steel Producer Transaction Multiples ...........…....................................…….30
Selected International M&A Transactions ..................….......................................…..31
Selected Latest Twelve Month Financing Transactions …..................................……34

Metals Equity Market Analysis ...............................................................................…….39


Market Review ..................................................................…..............................…….39
Summary Statistics ...........................................................…...............................…….40
Endnotes ..............................................................................................................…….50
Contributions to the Metals Industry Update were made by:
Michael B. Jenny, Associate
Neel Mayenkar, Financial Analyst
Zach C. Strobel, Financial Analyst
Houlihan Lokey Howard & Zukin is a leading middle-market investment bank. The firm served more than 1,000
clients in 2003 and advised on $26.0 billion in announced U.S. M&A transactions. For 2003, Houlihan Lokey was
ranked No. 1 in number of transactions under $200 million and No. 4 in number of transactions under $500 million.
Houlihan Lokey’s Metals Group investment banking team is active in the metals industry. The Metals Group
provides clients with strategic and creative advice to maximize shareholder value through by offering investment
banking, corporate finance and financial restructuring services to every segment of the industry.

© 2004 Houlihan Lokey Howard & Zukin


Houlihan Lokey Howard & Zukin and Houlihan Lokey are trade names for Houlihan, Lokey, Howard & Zukin, Inc. and its subsidiaries and affiliates which include: Houlihan Lokey Howard
& Zukin Financial Advisors, Inc., a California corporation, a registered investment advisor, which provides investment advisory, fairness opinion, solvency opinion, valuation opinion,
restructuring advisory, and portfolio management services, and Houlihan Lokey Howard & Zukin Capital, Inc., a California corporation, a registered broker-dealer and SIPC member firm,
which provides investment banking, private placement, merger, acquisition and divestiture services, and merchant banking services.
Houlihan Lokey Howard & Zukin gathers its data from sources it considers reliable. However, it does not guarantee the accuracy or completeness of the information provided within this
publication. The opinions presented reflect the current judgment of the authors and are subject to change. Houlihan Lokey makes no warranties, expressed or implied, regarding the accuracy
of this information or the subjective opinions expressed by the authors. (Officers, directors and partners in the Houlihan Lokey group of companies may have positions in the securities of the
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HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

Executive Summary
The second quarter of 2004 illustrated how far the steel industry has come in just a few short years. The
effect of China’s consumption continues to drive demand for both raw materials and finished steel, and
contributed significantly to a relative lull in the markets during the quarter, particularly in the scrap market.
However, we believe the most important factor in the steel industry today is the emergence of pricing
discipline among major producers, particularly with the large amount of capacity being comprised by a
small number of producers.
Prior to the consolidation of the industry, steel mills typically increased production to take advantage of
higher prices, which, over time, caused a surplus in supply. This surplus would then mark the beginning of
price cuts, which perpetuated a down-turn and helped drive the volatile cycles in the market. Now, in the
first upswing since consolidation, steel producers such as ISG, U.S. Steel, Nucor and A.K. Steel (AK)
appear to be exercising significant production discipline, adjusting output commensurate with demand and
stabilizing prices at their current levels. This elevated pricing is further assisted by Chinese demand, as
that country feeds its developing infrastructure and industrial needs.
Houlihan Lokey believes that the current market conditions will lead to a much different dynamic in the
steel industry going forward. While pricing is certain to rationalize during 2005, eventually settling near
$600 per ton for hot-rolled, we are confident that the major producers will be able to maintain pricing and
production discipline and, in turn, significantly reduce the volatility of market swings we have seen in the
past.
Bankruptcy activity during the second quarter was relatively quiet, as no major metals companies filed for
Chapter 11 bankruptcy protection. This compares to two filings in the same period last year. Rising prices
and short supplies for raw materials, as well as for finished metal products, have allowed most companies
in the sector to strengthen their financial position in 2004.
During the second quarter, the industry continued to be impacted by high energy and raw material prices.
This allowed domestic producers to push through substantial price increases through added surcharges for
the higher raw material costs. The steel price increases will significantly benefit producers who are self-
sufficient in their raw material needs, but the price increases will provide an operating margin neutral or
negative position for those producers who purchase the majority of their raw materials.
Steel Prices
Prices of hot-rolled sheet finished the quarter at $610 per ton, representing a 5.2 percent increase during the
quarter, and a 5.2 percent increase over the same period last year. The price increases have largely been a
function of domestic raw material shortages (coke, iron ore and scrap) caused by diminished global coke
capacity and increased Chinese demand.
Raw Materials
During the second quarter, we witnessed spot market prices for coke in the $450 to $500 range, compared
to approximately $150 a year ago, and the price of scrap has followed a similar path, although scrap is
down from recent highs, due to a reduction in Chinese purchases over the last two months of the quarter.
Coke supplies have not kept pace with increased global demand for steel, and China continues to decrease
its annual coke exportation. We believe that relief from high raw material costs is at least six to twelve
months away, particularly for steel producers without captive or consistent sources of raw material.
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Executive Summary (continued)


Legacy Costs and Labor Agreements
Ispat Inland’s (Ispat’s) labor talks with the USWA is the latest example of the proliferation of the so-
called ISG template in labor negotiations, crafted during ISG’s purchase of LTV Steel, and subsequently
revised during ISG’s acquisition of Bethlehem Steel and U.S. Steel’s acquisition of National Steel. The
USWA also ratified a new labor contract with Allegheny Technologies Inc., covering steelworkers at ATI
Allegheny Ludlum and J&L Specialty Steel (J&L), which, like the ISG template, provides more flexible
work rules and retirement incentives. We continue to believe that the ISG template will serve as a strong
platform for U.S. metals companies to compete more effectively on labor costs with international
producers.
Bankruptcy Market
Bankruptcy activity during the second quarter was relatively quiet, as no major metals companies filed for
Chapter 11 bankruptcy protection. This compares to two filings in the same period last year. Rising prices
and short supplies for raw materials, as well as for finished metal products, has allowed most companies in
the sector to strengthen their financial position in 2004, provided they can successfully pass along price
increases to their customers.
Mergers & Acquisitions and Financing Market
The most notable acquisitions during the second quarter included the announcement of Ryerson Tull’s
purchase of J&F Steel from Arcelor for $65 million1, Allegheny Technologies Inc.’s $120 million
acquisition of Arcelor's U.S. stainless sheet operation, J&L1, and ISG, Inc.’s completion of its acquisition
of bankrupt Georgetown Steel Co. for $18 million and assumed liabilities.
M&A market activity increased in the second quarter to 25 announced transactions, compared with 22
announced transactions during the the first quarter of 2004, and 25 announced transactions during the
same period last year. Houlihan Lokey has also seen an increased number of transaction inquiries to date,
which should lead to a further increase in transaction volume during the coming months and the remainder
of the year.
Production, Shipments and Imports
U.S. imports of steel products in the second quarter totaled 7.5 million tons, representing a 53.0 percent
increase when compared to 4.9 million tons of imports during the same period last year. Steel production
during the second quarter showed an increase as well, with total production of 26.7 million tons compared
with total production of 24.7 million tons during the same period in 2003. An improving U.S. economy
also led to increases in U.S. shipments of steel products. U.S. shipments of steel products totaled 29.3
million tons in the second quarter, a 12.9 percent increase from the 25.9 million tons shipped during the
same period in 2003.
As the producer market consolidates and maintains both production and pricing discipline, consolidation
has also shifted downstream to the processors, service centers and distributors, who must be large enough,
on a national scale, to attract long production runs and gain attention from ISG, U.S. Steel, Nucor and
others. Accordingly, we continue to believe this will cause the consolidation of the service center
segment to accelerate through 2004. Based on the current market activity we are witnessing, Houlihan
Lokey expects this trend to continue well into 2005.
1 Houlihan Lokey acted as the investment banker on behalf of Arcelor for this transaction.
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Executive Summary (continued)


Equity Market
Most sectors in the Metals Index experienced positive equity returns during the second quarter, with the
exception of the Scrap and Aluminum sectors. The Bar & Wire sector exhibited the highest returns with
45.8 percent, followed by the Specialty sector, which returned 17.9 percent. In comparison with the broad
market indices, Houlihan Lokey’s Metals Index increased by 0.9 percent, outpacing the Dow Jones
Industrial Index, which decreased 0.4 percent; but lagging the S&P 500 Index, which increased 1.4
percent; and the Russell 2000, which had a return of 4.2 percent. During the quarter, the International
Producer index increased 4.4 percent.

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Current Events and Industry News


Pricing
) The easing of the North American steel markets in June appears to have been short-lived, coinciding
with a temporary slowing of the U.S. economy late in the second quarter. The price of hot-rolled
sheet on June 30, 2004 was at $610 per ton, a 5.2 percent increase over the May 31, 2004 price of
$580 per ton. We expect pricing to continue to strengthen through the remainder of the year.
) The leading contributor to the price increase has been the significantly rising cost of raw materials,
led by soaring scrap and coke pricing, which has resulted in producers including price surcharges to
compensate for higher production costs. However, prices eased in June causing some producers to
reduce surcharges which were as high as $95 a ton in early March.
) We believe that pricing will continue to increase, after a slight pause in the second quarter, due to
continuing raw materials shortages and increased global demand. While it is possible the market will
see a modest scrap-driven correction in the fourth quarter, forward pricing indicators suggest that the
current price levels are likely to continue through 2005 and potentially into 2006.

)Two
Two Year
YearSteel
SteelPricing
PricingTrends
Trends
400

350

300
Index Prices

250

200

150

100

50
Aug-02

Aug-03
Feb-03

Feb-04
Jun-02

Jun-03

Jun-04
Dec-02

Apr-03

Dec-03

Apr-04
Oct-02

Oct-03

Hot-Rolled Sheet Cold-Rolled Sheet Hot-Dip Galvanized


Scrap #1 HMS Steel Bar Steel Rod
Stainless Steel Plate OCT G

Quarterly Pricing Data


Quarterly Steel Prices
3Q 4Q 1Q 2Q Last Price
Product 2003 2003 2004 2004 Change
Hot-Rolled Sheet (1) $300/Ton $360/Ton $580/Ton $610/Ton 06/30/04
Cold-Rolled Sheet (1) $370/Ton $440/Ton $640/Ton $723.6/Ton 06/30/04
Hot-Dip Galvanized (1) $390/Ton $470/Ton $720/Ton $761/Ton 06/30/04
#1 HMS Scrap $109.29/Ton $137.86/Ton $218.7/Ton $140/Ton 06/30/04
Steel Bar $330/Ton $330/Ton $370/Ton $445/Ton 06/30/04
Steel Rod $320/Ton $370/Ton $560/Ton $590/Ton 06/30/04
Stainless Steel Plate $0.57/Pound $0.5725/Pound $0.561/Pound $0.545/Pound 06/30/04
OCTG $792/Ton $799/Ton $820/Ton $1235/Ton 06/30/04

(1) Represent Midwest steel prices.

Source: American Metal Market

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Current Events and Industry News


Pricing
) The price spread between carbon steel plate on the West Coast and the material east of the Rockies is
expected to widen as the region’s only producer has slated an increase larger than its eastern
competitors. Oregon Steel Mills Inc. of Portland, Oregon, which generally held its trade plate price
for June even with May, told customers it planned to put through a $60-per-ton increase in July.
) There could be some shortages of finished steel products in U.S markets as a consequence of industry
consolidation and as remaining weaker mills reshape their product mix.
) The global coke shortage is not likely to ease in 2005, but relief could be on the way for domestic
consumers in the following year. Industry sources estimate that the United States could face a coke
shortfall of more than 3.5 million tons next year.
) In mid-June, the Columbus, Indiana division of Steel Dynamics Inc. (SDI), based in Butler, Indiana,
told customers that it was raising its raw materials surcharge on beams by $10 per ton to $33 per ton
for shipments in July, reflecting a recent increase in scrap prices.

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Raw Material
Coke & Iron Ore
) During the second quarter, companies were contracting coke at approximately $450 per ton, an
increase of 200 percent from $150 per ton a year ago. The price increase is largely a function of
decreased global supply. Since 1998, 17.2 million tons of coke supply have been eliminated, but only
5.7 million tons of new capacity have been added. In addition, China’s coke demand has resulted in
decreased Chinese coke exportation, removing additional coke from the market.
) Last quarter, the China Coking Industry Association (CCIA) reported that total coke exports would be
reduced to approximately 9.0 million tons in 2004, down from 13.3 million tons in 2003. Reduced
exports under China’s export licensing system had led both the European Union and Japan’s Ministry
of Economy, Trade and Industry to threaten to bring cases against China before the World Trade
Organization for restricting free trade, artificially creating shortages and driving up prices.
¾ Since that time, China and the EU reached a deal under which Chinese coke exports to the EU
will at least match last year’s 4.5 million long tons. China has also reassured Japan that the
volume of coke exported to Japanese customers will be the same as last year, or about 2.9
million long tons.
¾ The U.S. is also calling for China to eliminate its coke export restrictions in order to ease
demand constraints. The current coke shortage in the U.S. has also been exacerbated by U.S.
Steel’s decision earlier this year to end its role as a merchant coke supplier, leaving some
domestic producers scrambling to find coke in difficult market conditions.
) While there are a number of new coke batteries being built in China, and at least two coke batteries
under consideration in the U.S., the general view is that the current shortage will extend to 2006. U.S.
Coking Group, which is trying to build a plant in Ohio, has been met with opposition to its state-
approved construction permit for its $350 million FDS Coke Plant, and the project now appears to be
tied down with environmental issues.
) Sun Coke Co., a unit of Sunoco, Inc., has committed to building a $140 million coke plant in
Haverhill, Ohio to supply ISG. The Sun Coke battery is expected to ease some of the market
tightness, but it is still far from complete. There was also late word in July that ISG had signed a
letter of intent for a 15-year deal with Sun Coke to double the original planned capacity of the
Haverhill facility to 1.1 million tons per year, beginning in 2006.
¾ Separately, Sunoco reports that its coke facilities utilize a “proprietary, low-cost, heat-recovery
cokemaking technology,” which Sunoco claims is “environmentally superior” to the chemical
byproduct recovery technology used by most other coke producers.
¾ There are also reports that Sun Coke may construct a coke plant in western Pennsylvania, and
that ISG is discussing a coke battery at Brown’s Island in Weirton, West Virginia.
¾ China’s coke production is on the rise as well. 58 million tons of the 84 million tons of
announced coke projects are scheduled to come out of China over the next several years.
China’s coke consumption totaled 143 million tons in 2003, with an estimated consumption of
161 million tons this year and a projected 176 million tons in 2005. The forecast was based on
the growth of China’s hot metal production, which is estimated to reach 275 million tons in
2005. In comparison, U.S. consumption of coke was 19.4 million tons in 2003.
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Raw Material
Coke & Iron Ore (continued)
) Driven by high coke prices and supply shortages, ISG announced plans to purchase and restart LTV’s
idled Chicago coke plant, a process likely to take 18 months and cost ISG $100 million to $120
million. ISG did not acquire the Chicago coke plant when it acquired LTV out of bankruptcy, and the
facility was allowed to cool in the first quarter of 2002.
) Cleveland-Cliffs Inc. announced that a strike at Canadian-based Wabush Mines and related facilities
will remove some 120,000 tons per week of iron ore pellets from the market. A subsidiary of
Cleveland-Cliffs owns nearly 27 percent of Wabush Mines, and was expecting to receive 32,000 tons
per week of iron ore as part of its stake. Canadian steelmakers Stelco and Dofasco hold stakes of
approximately 45 percent and 29 percent, respectively, in Wabush.
¾ The 6 million-ton-capacity Wabush Mines operation has produced approximately 2.7 million
tons, year-to-date.
Scrap
) The price of scrap declined during the second quarter of 2004, although the price was still
approximately double the price charged one year earlier. Scrap prices closed the end of the quarter at
$140.001 compared with $87.24 charged one year earlier. However, the recent trend of increasing
scrap prices ended in April, when U.S. scrap prices decreased by as much as 10 percent due to
fluctuations in Chinese demand. While scrap prices may ease in the short term, the Chinese economy
is expected to continue to experience growth in the long term, and this growth will continue to drive
high scrap prices.
¾ We expect a price correction for scrap in the second half of 2004, but expect that any
correction should be short-lived as Asian scrap buying resumes and, in turn, pushes export
prices higher.
) Ferrous scrap exports grew to 6.0 million tons for the first six months of 2004, a 10.6 percent increase
over exports of 5.4 million tons during the same period in 2003. Nonferrous scrap exports,
meanwhile, showed a 5.1 percent increase to 769,100 tons in the six months ended June 30, from
731,500 tons for the same period in 2003.
) During the first week of May, ferrous scrap prices plunged as much as $44.64 per short ton. This was
largely due to the Chinese government’s efforts to cool down China’s economy. Additionally,
increasingly large stocks in Korea and Taiwan also contributed to the decline in prices.
) U.S. scrap exporters are poised for another buying binge by China, however. Industry sources
said Chinese ferrous scrap buyers have booked orders for at least six cargoes during the week
of June 6 totaling about 220,460 tons and are looking to buy two more cargoes. Prices were
said to range from $191 to $192 a ton, delivered, for shredded scrap and as high as $187 a ton
for No. 1 heavy melt.

1 Broker buying price for HMS 1 in Detroit – American Metal Market

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Global Trade
Global Steel Subsidies Agreement
) In 2002, the Organization for Economic Cooperation and Development (OECD) was
commissioned to host talks between steel-producing nations to negotiate a pact for the elimination
of global steel-specific subsidies and tariffs, which are believed to be one of the main contributors
to the global steel industry’s overcapacity. The talks have focused on creating a framework that
would easily identify violations of the pact and would efficiently remediate disputes between
member nations.
) During the latest round of meetings, however, the OECD decided to suspend further talks until
2005. Although most trade officials agree that steel subsidies should be eliminated, disagreement
occurred on whether exceptions should be allowed for steel subsidies related to permanently
closed plants, environmental causes, or for research & development purposes. These splits
between the delegations were considered too large to overcome in the OECD’s formal format.
) Talks will now shift from the larger, broad-based OECD meetings that have characterized the last
18 months of meetings to country-led bilateral and multilateral discussions among participating
nations. As soon as it became clear that the Paris-based talks would be tabled, U.S. trade officials
set up dates with their Asian, Indian and Egyptian counterparts and were optimistic that
discussions would continue despite the Paris breakdown.
) The U.S. opposed creating subsidy exceptions for developing countries, citing a strong position
against subsidies in any form as the best way to stabilize the global steel market.
) While OECD delegates have all reaffirmed their commitment to the process, we believe that there
is no added incentive to come to a global agreement during the current market cycle, particularly
while demand exceeds production capacity, and do not expect measurable progress on the
elimination of subsidies before the end of 2005.

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Current Events and Industry News (continued)

Legacy Costs and Labor Agreements


) AK, which has previously said it needs to revise agreements with all its unions to stay competitive,
signed two new agreements with the United Auto Workers (UAW). A three-year agreement struck
in April represented 460 employees of its Coshocton, Ohio mill, while a second three-year contract
struck in June represented 160 employees at its Rockport, Ind. finishing mill.
¾ The Rockport Works agreement calls for a single job classification, two-tier wages for the
duration of the agreement and no minimum base workforce guarantee among other provisions.
¾ In addition, the existing benefit pension plan has been locked, and a new defined contribution
pension plan has been established. The contract span has been extended to Sept. 30, 2007.
) On May 7, the USWA announced it had reached a tentative agreement on the terms of a new labor
contract with Allegheny Technologies Inc. (ATI) covering steelworkers at ATI Allegheny Ludlum
and J&L.
¾ Ratification of a new collective bargaining agreement was a condition for ATI’s acquisition of
certain operations of J&L.
¾ Ratified on May 28, the three-year contract covers about 3,400 workers at Allegheny
Technologies’ Allegheny Ludlum stainless steel unit, including about 2,000 at plants in the
Alle-Kiski Valley. It also covers J&L workers at plants in Midland and Louisville, Ohio.
¾ The contract is patterned after other labor agreements struck in recent months as steelmakers
and USWA officials seek to make the domestic industry stronger through consolidation. The
pattern was maintained when ISG acquired bankrupt Weirton Steel on April 22.
¾ Like those agreements, the contract at Allegheny Ludlum provides more flexible work rules
and retirement incentives for union workers to retire. Allegheny said it would use incentives to
reduce the hourly work force by 775, or about 20 percent, over the next two and a half years.
USWA officials said the contract also limits Allegheny Ludlum’s nonunion work force to 25
percent of USWA workers and requires the company to invest a minimum of $150 million in
the plants covered by the agreement.
) USWA members at Iron Ore Co. of Canada (IOCC), Canada’s largest manufacturer of iron ore
pellets, went on strike shortly after the end of the second quarter. In early July, workers at
Newfoundland-based Wabush Mines also went on strike after contract concessions failed. Steel
production should not be effected in the near term, due to sufficient inventories and alternate sources
of iron pellets.
) Keystone Steel & Wire Co. (Keystone), entered a new round of talks with the Independent
Steelworkers Alliance (ISA) on a new labor agreement. Two previous attempts to negotiate a
contract containing cost cuts and other concessions, which Keystone said were necessary to help it
remain in operation, failed. Keystone began last fall attempting to convince the union that the high
costs of scrap metal, energy and medical costs were too large a drain on its finances and were a
threat to its existence. Keystone originally filed for bankruptcy in late February 2004 when health
care costs became insupportable.

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Current Events and Industry News (continued)

Production, Shipments and Imports


) U.S. imports of steel for the quarter totaled 7.5 million tons, representing a 53 percent increase when
compared to 5.8 million tons of imports in the same period last year.
) U.S. steel imports are expected to rise a minimum of 15 percent and perhaps more than 20 percent in
2004 compared with last year, according to officials of the American Institute for International Steel
(AIIS). On June 22, AIIS officials said U.S. imports of steel products in the first four months of 2004
were running about 11 percent ahead of the same period last year, and were expected to continue to
rise through the remainder of the year.

Imports of Steel Products


3.5

3.0

2.5
Millions of Tons

2.0

1.5

1.0

0.5

0.0
July

Aug

Jun
Apr
Dec
Nov

Jan

May
Sept

Oct

Mar
Feb

July 2002-June 2003 July 2003-June 2004


Source: U.S. Department of Commerce

) During the second quarter of 2004, steel production improved on a year-over-year basis,
increasing by 6.3 percent from the same period last year. Capacity utilization rates increased
dramatically, however, as bankrupt capacity was brought back online and fully integrated into
the production stream.
) U.S. steel production totaled 36.3 million tons during the second quarter, operating at an average
capacity rate of 90.4 percent. This compares to 34.2 million tons produced during the second
quarter of 2003, operating at an average capacity utilization rate of 80.8 percent.
) A recovering U.S. economy and increasing demand for steel products led to increased shipment
levels during the second quarter. U.S. shipments of steel products totaled 29.3 million tons in the
second quarter, a 12.9 percent increase from the 25.9 million tons shipped during the same
period last year.

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Current Events and Industry News (continued)


Production, Shipments and Imports
AK Steel Corporation
) On June 17, AK said it had completed a $62 million industrial revenue bond offering to help finance
the installation of emission control equipment at the blast furnace and basic oxygen furnaces in
Middletown, Ohio. The bond offering was issued through the Ohio Air Quality Development
Authority, and matures on June 1, 2024.
) AK has also applied for a $5 million loan from the Ohio Department of Development to help finance
the project, which is expected to cost approximately $67 million. The equipment is required for AK
to comply with recently established standards, known as Maximum Achievable Control Technology
(MACT), under the Clean Air Act. AK plans to install the equipment on the blast furnace by May
2005, a year before the new regulations come into effect. Installation of MACT controls on the basic
oxygen furnaces is expected to be completed by May 2006.
Alcan, Inc.
) Alcan believes it can save $360 million in efficiency costs from its multibillion-dollar takeover of
French company Pechiney, $110 million higher than earlier estimates, and expects to reach its annual
cost-cutting and efficiency targets by the end of 2005. Alcan said it will spend about $250 million,
with an additional $90 million of capital spending, to hit its corporate efficiency targets from the
Pechiney deal.
Alcoa, Inc.
) Alcoa Inc., could invest up to $3 billion in Brazil over the next 5 to 7 years depending on new energy
supplies. Josmar Verillo, president of Alcoa Latin America, said that the group could invest, in a first
stage over the next three years, $1.6 billion in aluminum, alumina and bauxite mining projects after
signing a long-term energy supply deal.
) On June 28, Alcoa announced it would cancel a planned $1-billion expansion of its smelter in
Quebec, after talks over energy supply and tax breaks broke down. The expansion was to include a
major refurbishment, and called for replacement of outdated and polluting 1950s-era technology.
The project would have created 6,000 direct and indirect jobs over an eight-year period, and was to
have been operational by 2010.

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Current Events and Industry News (continued)

Production, Shipments and Imports


Allegheny Technologies, Inc.
) ATI announced it will cut 650 jobs over the next two years in a restructuring designed to save about
$200 million a year. It blamed the job cuts on a restructuring at its Allgeheny Ludlum stainless-steel
production plant. The revamping at the plant is designed to increase annual capacity to 700,000 tons
from 478,000 tons. The cost savings will come from both the restructuring and from the
transformation of Allegheny’s stainless steel business by the second half of 2006. ATI has about
8,800 employees worldwide.
Commercial Metals Co.
) Commercial Metals Co. (CMC) reported on June 9 that its primary and main backup transformers at
its Seguin, Texas, minimill failed, cutting steel production by 15 percent to 25 percent for the near
future. The drop in production will hurt operating results for the fourth quarter and possibly beyond.
CMC said it has business interruption insurance that should cover a substantial part of the reduction in
profitability that results from the reduced production. CMC could have the primary generator back in
full service in one to two months, but it may take up to six months to restore it to service if a full
rebuilding is needed.
Companhia Siderurgica Nacional
) CSN will double the output of its Galvasud galvanised steel unit to 400,000 tons per year, targeting
the U.S., European and South American markets. Galvasud currently uses 50 percent of its capacity
and produces galvanized steel, protectively covered with a thin zinc coating, used in the automobile
production sector as well as for the production of household appliances.
) On June 3, CSN said its board approved an investment of up to $43 million to build a plant to process
slag and its by-product, cement. The Rio de Janeiro-based integrated steel company said the $43
million investment will increase the level of its slag production for its cement production facilities
and create better efficiency in its steel production.
Gerdau SA
) Gerdau said it will soon announce its decision whether to build a steel plant worth an estimated $350
million. If built, the plant would be located near the country’s biggest city and economic hub of Sao
Paulo, in the town of Aracariguama, Brazil.

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Current Events and Industry News (continued)

Production, Shipments and Imports


Ispat International N.V.
) The LNM Group’s Ispat International N.V. plans to invest $580 million in its Ispat-Karmet steel
works in Kazakhstan, boosting production of molten steel 22.4 percent to 6 million tons by 2008,
Ispat-Karmet General Director Naval Choudhori said in Karaganda. Ispat plans to invest $280
million in 2004, for construction of a new division consisting of two continuous casting lines to
complement the converter steel plant.
) On May 21, a court ordered Ispat Inland Inc. (a subsidiary of Ispat International N.V.) of East
Chicago, Ind., to continue providing steel to Whirlpool Corp. under a current supply agreement. This
ruling could have a major impact on steel contract relationships throughout the industry as on many
other steel producers who are imposing similar surcharges on contract customers, as well as on those
buying their commodity steel.
Oregon Steel Mills, Inc.
) Oregon Steel Mills said it would idle its large diameter pipe mill in Napa, California citing tight
operating margins as the reason for the shutdown. Oregon Steel will take a charge of about $1 million
for employee severance benefits at the mill, which has about 230 employees.
POSCO, Inc.
) POSCO Co Ltd. , the world’s fourth-largest steel maker, said it would spend approximately $84.17
million to build a plant to test “strip casting” steelmaking technology, first implemented by Nucor.
The technology could help POSCO produce steel products more efficiently by eliminating the process
of reheating steel slabs and rolling them to produce hot-rolled coil. The plant is scheduled for
completion in June 2006. POSCO states that if the plant is successful, it will commercialize the
technology by the end of 2007.
) POSCO is planning to set up a plant in Karnataka, India with an investment of approximately $1.8
billion to tap local iron ore reserves. It proposes to produce 5 million tons of iron ore per year.
Severstal North America, Inc.
) The new owners of what was formerly Rouge Industries Inc. plan several upgrades at a steel mill
where capital investment had been low for several years. Severstal North America is the U.S. arm of
OAO Severstal, based in Russia. A $10 million equipment upgrade is planned, which would also
reduce coke consumption, owed to increased efficiency. Severstal bought Rouge, its first operation in
North America, out of bankruptcy last December for $285.5 million.
) United Auto Workers (UAW) said Severstal is planning a pickling line. Severstal has not decided
whether it will install electronic arc furnaces to replace the blast furnaces. While EAFs are cheaper to
operate and use fewer and cheaper raw materials to make steel than a traditional blast furnace, EAFs
are not able to make certain grades of steel.

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Current Events and Industry News (continued)

Production, Shipments and Imports


ThyssenKrupp AG
) ThyssenKrupp announced on June 17 that it will invest more than 200 million euro ($240.2 million)
by 2008 under a plan for the relaunch of its Italian unit Acciai Speciali Terni (AST) in the southern
Italian city of Terni. AST specializes in the production of stainless flat steel.
TISCO
) India-based Tata Steel Co. (TISCO) is implementing plans to expand its Jamshedput mill’s production
capacity by 1 million tons per year. The cost to complete the proposed upgrade project has been
pegged at $574 million. In addition, longer-term plans are reportedly aimed at increasing output to
2.4 million tons per year by 2008. Completion of the first phase development project is scheduled for
September 2005, with full benefits visible in 2006 and 2007.
United States Steel Corporation
) U.S. Steel cited the August 2003 lightening strike at the Pinnacle coal mine in West Virginia as a key
contributing factoring the tight coke market. In early April, Pinnacle began production again, and has
gradually returned to normal operating levels of approximately 580,000 tons per year.
) U.S. Steel Kosice (USSK) will invest $170 million in the Slovak plant this year to make
environmental improvements and create a third dynamo/electrical steel line. The new environmental
investments this year include de-dusting in the steel shops and improvements to the coke plant. In
addition, USSK is installing a new oxygen plant.
Wolverine Tube, Inc.
) Wolverine Tube, Inc. has consolidated and expanded wholesale tube distribution capability with the
addition of a 109,000 sq. ft. distribution center near Decatur, AL. This consolidation and expansion
will enhance wholesale tube distribution capability in the U.S. and reduce existing freight costs.
Wheeling-Pittsburgh Steel Corporation
) Construction of Wheeling-Pittsburgh Steel Corporation’s (Wheeling-Pitt) new electric arc furnace at
Mingo Junction, Ohio is ahead of schedule and on target to start in the fourth quarter. Wheeling-Pitt
announced that all major equipment was on-site, including the EAF vessel and components for the
scrap conveyor. The EAF is expected to be ready for production starting in the fourth quarter of 2004
and will replace the blast furnace that is currently in use. With the new EAF, Wheeling-Pittsburgh
should be capable of producing 1.8 million tons per year.
¾ With the new EAF, Wheeling-Pittsburgh should be capable of producing 1.8 million tons per
year. The furnace has the ability to save energy by utilizing furnace off-gas to preheat scrap,
as well as using continuous scrap feeding and molten iron as metallic inputs.
¾ When business cycles turn down, Wheeling-Pitt states it will be able to idle its integrated blast
furnace / BOF operation, directing all its molten iron from the blast furnace to the EAF and
producing up to 2.5 million tons of liquid steel per year. This flexibility will allow Wheeling-
Pitt to adjust production levels more effectively, and provides an opportunity to select the
most cost-effective production methods in response to changing raw materials costs.

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Current Events and Industry News (continued)


Other Industry News and Events
) Eight leading domestic and international coke producers, users and consultants, including BHP
Billiton and U.S. Steel, yesterday signed a memorandum of understanding to form a joint venture to
produce and sell coke in the Chinese market. The joint venture also seeks to raise $602 - 722 million
through an initial public offering on the domestic or overseas stock markets in five years, and plans to
become the largest metallurgical coal producer in China.
¾ The shareholders of the joint venture, named the Northern Coke and Chemical Co Ltd, are
China National Coal Energy Group, China Coal and Coke Holding Ltd, BHP Billiton, U.S.
Steel, and two local coke and chemical companies, one iron and steel company, and a design
and research institute. Combined sales are expected to reach 12 million tons a year, making
the the joint venture among the largest in the industry.
) The New York Mercantile Exchange (Nymex) is set up to launch a steel futures contract, but the
Nymex is awaiting approval from its directors and desires better understanding of industry
participation before making a final determination. Nymex remains committed to deciding the matter
by year end. While contract details have yet to be determined, Nymex has been working closely with
Dow Jones, which recently began publishing price indices for hot and cold rolled coils. Those indices
could form the basis for Nymex futures trading.
) On May 10, Schnitzer Steel announced it was exploring the possible sale of its Cascade Steel
subsidiary, a minimill located in Oregon, in order to sharpen its strategic focus and improve
shareholder value. Cascade, a producer of wire rod, merchant bars and straight and coiled rebar, has
about 700,000 tons per year of production capacity.
) On June 2, Webco Industries, Inc. said it was taking steps to end its publicly traded status and become
a private company. More than one-fifth of the nation’s public companies are considering going
private because of the rising cost of governance regulations, according to a survey that is cited in a
May edition of the Financial Times.
) On June 14, Dietrich Metal Framing, a Worthington Industries (WOR) company, announced that it
was in discussions with Encore Coils about the possibility of forming a Canadian metal framing joint
venture. The two companies have initially put a distribution agreement in place in which Encore will
purchase Dietrich’s metal framing products for distribution in Canada. The companies will continue
joint venture discussions over the next few months.
) Wheeling-Pitt filed with the U.S. Securities and Exchange Commission on June 29 to make a
seasoned offering of 3.5 million shares of its common stock. Wheeling-Pitt’s stock was expected to
sell for $26.94.
) U.S. Steel announced on April 27 that Chief Executive Officer Thomas Usher will step down from
that post in September but continue as chairman through April 2007. John Surma, U.S. Steel's
president and chief operating officer, will succeed Usher as CEO. "I felt John was able to step up to
the table, and the board felt John was ready, and John felt he was ready," Usher said during a
conference call to industry analysts from St. Louis, where U.S. Steel held its annual meeting.

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Bankruptcy Market Analysis


) During the second quarter of 2004, improving domestic steel pricing levels and economic conditions
led to a decline in bankruptcy activity, as further consolidation in the steel producer segment of the
metals industry continued.
) Bankruptcy activity during the second quarter was relatively quiet, as no major metals companies
filed for Chapter 11 bankruptcy protection. This compares to two filings in the same period last year.
Rising prices and short supplies for raw materials, as well as for finished metal products, has allowed
most companies in the sector to strengthen their financial position in 2004, provided they can
successfully pass along price increases to their customers.
) Consolidation activity during the last 12-18 months has returned a large amount of capacity to the
domestic marketplace. However, the capacity being brought back on line has, in most cases, been
shifted to more efficient, rational and financially sound producers, partially mitigating the negative
effect of capacity returning to the marketplace, as was the case with ISG’s acquisitions of Weirton
and Georgetown.

Domestic Bankruptcies and Capacity Reductions


Bankruptcy Capacity
Filing Date Company Type of Mill (MM of Tons)
February 2004 Keystone Steel & Wireless Minimill 1.00
January 2004 Stelco, Inc. Integrated/Minimill 5.90
December 2003 Rouge Industries Integrated 3.20
September 2003 Ivaco Minimill 1.50
June 2003 (1) Slater Steel, Inc. Integrated/Minimill 2.00
May 2003 Weirton Steel Corporation Integrated 3.10
February 2003 Kentucky Electric Steel Minimill 0.33
January 2003 Bayou Steel Minimill 0.60
June 2002 Birmingham Steel Minimill 4.00
March 2002 National Steel Integrated 7.10
January 2002 (2) Geneva Steel Minimill 2.60
December 2001 Sheffield Steel Minimill 0.60
October 2001 Bethlehem Steel Integrated 11.30
April 2001 Republic Technologies Integrated/Minimill 2.80
March 2001 Trico Steel Minimill 1.90
February 2001 GS Industries Minimill 0.75
January 2001 Heartland Steel Minimill 0.80
January 2001 CSC, Ltd. Minimill 0.40
December 2000 Northwestern Steel & Wire Minimill 2.40
December 2000 LTV Corporation Integrated 7.60
November 2000 Wheeling-Pittsburgh Steel Integrated 2.20
November 2000 (3) Laclede Steel Minimill 1.00
June 2000 J&L Structural Steel Minimill 0.75
July 1999 Gulf States Steel Integrated 1.10
March 1999 Qualitech Steel Minimill 0.50
September 1998 Acme Metals Minimill 1.14
Total Bankrupt Capacity 66.57
Idled/Closed Capacities:
February 2003 Kentucky Electric Steel Minimill 0.33
January 2002 (2) Geneva Steel Minimill 2.60
January 2001 CSC, Ltd. Minimill 0.40
November 2000 (3) Laclede Steel Minimill 0.40
June 2000 J&L Structural Steel Minimill 0.75
July 1999 Gulf States Steel Integrated 1.10
Capacity Removed from the Market 5.58

Footnotes:
Excludes the second Republic bankruptcy filing
Source: AMM, public filings and industry research.
(1) Represents Houlihan Lokey estimates.
(2) Geneva originally filed for Chapter 11 in Feb. 1999, reorganized and filed again in Jan. 2002.
(3) Laclede Steel will only return 600,000 tons of annual capacity.

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Bankruptcy Market Analysis (continued) – 2nd Quarter


Ivaco, Inc.
) First-quarter losses more than quadrupled to $6.3 million at Ivaco, Inc., but the insolvent steelmaker
said it has made “steady improvements” in its effort to restructure under court protection and return to
profitability. Ivaco announced first quarter net sales of $220.8 million, up from $217.7 million in the
first quarter of last year. Operating earnings declined to $4.8 million from $10.6 million, including
$4.1 million in reorganization costs. The net loss of $6.3 million compared with a year-ago loss of
$1.4 million.
) Ivaco said first-quarter demand for its steel rod and fastener products was strong, but shipments of
wire declined with the shutdown of a Georgia plant last year. Ivaco, which entered bankruptcy
protection last September, also said the Ontario Superior Court has extended its protection under the
Companies' Creditors Arrangement until June 18. The protection was extended again, to August 13,
later in the second quarter.
¾ Ivaco's management and board of directors continue to reiterate their view that Ivaco's
shareholders, including the holders of its preferred shares, are unlikely to receive any value for
their shares under any restructuring scenario.
¾ Ivaco has a rated production capacity of 900,000 tons per year of wire rods. In addition,
Ivaco's fabricated steel products operations have a rated production capacity of 350,000 tons
per year of wire, wire products and processed rod, as well as over 175,000 tons per year of
fastener products.
Kaiser Aluminum Corporation
) Kaiser Aluminum Corp. announced on May 18 that it had reached agreement to sell its Gramercy, La.,
refinery and 49 percent stake in Kaiser Jamaica Bauxite Mining Company to a new joint venture
between Century Aluminum Co. and Noranda Inc. for $23 million. The government of Jamaica is
keeping its 51 percent interest in KJBC. The U.S. Bankruptcy Court for the District of Delaware,
where Houston-based Kaiser filed for Chapter 11 on Feb. 12, 2002, approved the deal on July 19,
2004.
Keystone Consolidated Industries Inc.
) Keystone Consolidated Industries Inc. (Keystone) reached an agreement with its creditors to shorten
the period in which it alone may file a Chapter 11 reorganization plan. The steel products
manufacturer, which sought bankruptcy protection in February, now has through Sept. 23 to file its
plan. Keystone also has exclusive rights through Nov. 22 to solicit creditors for their votes. The
extensions are shorter than Keystone had initially requested; as part of a compromise reached with the
committee representing its unsecured creditors, Keystone had sought an extension through Oct. 22 to
file its plan. One of its largest creditors, Phillips, objected to the extension and said it might consider
filing its own reorganization plan for Keystone after the September deadline.

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Bankruptcy Market Analysis (continued) – 2nd Quarter


Metallurg Inc.
) Metallurg Inc. made a $5.5 million interest payment that had been due June 1, removing any
immediate prospect of a bankruptcy filing. New York-based Metallurg said on June 18 that it had
made the interest payment on its 11 percent senior notes. After missing the initial payment date,
Metallurg had until June 30 to make the payment, after which it had warned it might have to seek
bankruptcy protection.
Slater Steel U.S., Inc.
) Slater Steel U.S., Inc. (Slater) asked the bankruptcy court handling its Chapter 11 case for a four-
month extension to file its reorganization plan and to solicit creditor support for the plan. Slater wants
until Sept. 30 to file its reorganization plan and until Nov. 30 to obtain creditor approval for the plan.
¾ Slater said it wants the additional time because it is in active discussions with its pre-petition
lenders and its committee of unsecured creditors in order to reach a global settlement that will
allow it to propose and seek confirmation of a liquidation plan. In addition, Slater said that
ending its exclusive Chapter 11 plan rights would create a distraction by allowing other parties
to file plans.
) Slater said it has been winding down its operations and selling off properties in an effort to yield the
greatest return for creditors. During this process, Slater has idled its operations in Fort Wayne, Ind.,
and Lemont, Ill., and has also reached an agreement with the United Steelworkers of America and its
local union to end a collective bargaining agreement in Fort Wayne.
¾ So far this year, Slater entered definitive agreements to sell its Lemont, Fort Wayne, and Sorel
Forge operations, Hamilton Specialty Bar, and Atlas Specialty Steels operations.
) Slater Steel U.S. is a wholly owned subsidiary of Ontario-based Slater Steel Inc., which makes
specialty steel bar products of stainless, carbon and alloy steels. Some of its Canadian units filed for
creditor protection on June 2, 2003, under that country’s Companies’ Creditors Arrangement Act.
Slater’s Chapter 11 petition in the U.S. listed up to $50 million in assets and more than $100 million
in debts.

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Bankruptcy Market Analysis (continued) – 2nd Quarter


Stelco, Inc.
) On June 24, the United Steelworkers of America and Stelco Inc. agreed on how to negotiate under the
CCAA, breaking a major logjam that has delayed the insolvent steel maker’s restructuring.
) The deal gives the union some of the things it had been seeking from Stelco since it went into CCAA
protection. Among them is the restoration of the grievance procedure under the current collective
agreement, which had been suspended when CCAA protection was granted. The union has also
agreed to give 90-days’ notice before going on strike, while Stelco will give the same notice before
locking out workers.
¾ The USWA had charged that Stelco Inc. was violating Canadian labor laws by using its court-
ordered protection from bankruptcy to lay off injured workers.
¾ Stelco has been under court protection since Jan. 29. In May, it reported a 2003 loss of $563
million and a first-quarter loss of $36 million. The Steelworkers feared Stelco would use the
CCAA process, which protects a company from the threat of creditors pushing it toward
bankruptcy, to slash jobs, wages, benefits and pensions outside of traditional collective
bargaining.
) General Motors Corp. served Stelco with a motion seeking the court's permission to terminate General
Motors' supply arrangements with Stelco's Lake Erie facility effective July 31, 2004. General Motors
cited Stelco's inability to provide certainty of supply beyond the July 31, 2004, the expiration date of
the collective bargaining agreement at Stelco's Lake Erie facility, plus the extended lead time needed
to secure steel from alternative sources as the reasons underlying this action.
¾ In its letter, General Motors indicated that it would be prepared to consider alternative
arrangements to the termination of its business with the Lake Erie facility if those
arrangements are in place by June 14, 2004. General Motors would consider continuing the
business relationship if it could be assured of at least 90 days’ prior written notice of any
potential work stoppage associated with the expiration of the Lake Erie collective agreement.
¾ On June 23, the United Steelworkers of America agreed to give General Motors 90 days’
notice of any plan to strike at Stelco's Lake Erie mill when its labor contract expires in July.

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M&A and Financing Market Analysis


M&A Market Review
) While the producer consolidation continues with ISG’s purchase of Georgetown as well as U.S.
Steel’s investments in Slovakia, the M&A deal flow is now trending towards downstream
consolidation among service centers, processors, and distributors. These groups need to be larger in
scale in order to gain access to product, and the working capital requirements alone are shifting many
smaller players out of the market entirely. Accordingly, we believe that as the producer market
consolidates, processors, service centers, and distributors will also be forced to consolidate in order to
attract attention and maintain pricing leverage from ISG, U.S. Steel, Nucor and others.
) Activity in the M&A market remained strong in the second quarter, with several significant
transactions being announced. There were 25 announced domestic transactions representing total
transaction value of $565 million for those that were disclosed. The second quarter transaction
volume compares to 22 announced transactions, representing $766 million in total disclosed
transaction value, during the first quarter of 2004.
) The most notable acquisitions during the second quarter included the announcement of Ryerson
Tull’s purchase of J&F Steel from Arcelor for $55 million1, ATI’s $120 million acquisition of
Arcelor's U.S. stainless sheet operation, J&L1, and ISG, Inc.’s completion of its acquisition of
bankrupt Georgetown Steel Co. for $18 million and assumed liabilities.
) M&A market activity increased in the quarter to 25 announced transactions, compared with 22
announced transactions during the first quarter of 2004 and 25 announced transactions during the
same period last year. Houlihan Lokey has also seen an increased number of transaction inquiries to
date, which should lead to a further increase in transaction volume during the coming months.
) Financial buyers decreased their participation in the metals industry during the second quarter,
making two acquisitions compared with eight during the first quarter of 2004. The decreased level of
activity may be a function of higher valuation levels in the market, together with higher asset values,
making transactions less attractive to financial buyers relative to their required returns.
¾ We have also seen mixed valuations, which have grown increasingly company-specific, as
financial buyers look for the best prospects in each particular market sector.
¾ We continue to see strong participation by financial buyers at competitive valuations,
especially with good companies, strong balance sheets and a competitive process.

1 Houlihan Lokey acted as the investment banker on behalf of Arcelor for this transaction.

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M&A and Financing Market Analysis (continued)


Second Quarter M&A Analysis
Alcan, Inc.
) On May 14, Alcan announced the sale of the Boxal Group, a manufacturer of aluminum aerosol cans
and part of Alcan Packaging, to Exal Holdings BV, a Dutch privately held company. The sale was
approved by the European Commission and was part of the mandated divestments arising from
Alcan’s acquisition of Pechiney in December 2003. Details of the transaction were not disclosed.
) On May 18, Alcan said it plans to spin off to its shareholders substantially all of the rolled product
businesses that it owned prior to its acquisition of France’s Pechiney SA.
) Alcan confirmed on May 26 that a spinoff of its rolled-products group could meet American anti-trust
requirements and allow it to keep a mill in West Virginia following the takeover of French aluminum
producer Pechiney. The U.S. Department of Justice recognizes that establishing the rolled-products
group as an independent company would be an alternative to divesting a mill in Ravenswood, WV.
The proposed spinoff would create the world's largest aluminum-rolling business - making material
for cans and other applications - with 10,000 employees and $6.4 billion in annual revenue.
¾ Documents filed with the U.S. District Court in Washington, D.C., give Alcan 180 days to
complete either the Ravenswood divestiture or the spinoff. The Justice Department could
extend that deadline by up to 60 days. Alcan also said the spinoff would meet European
Commission requirements on separation of ownership of mills in France and Germany. Alcan
would not retain any interest in the rolled products enterprise.
Alcoa, Inc.
) Alcoa, Inc. reached agreement in principle under which Alcoa will purchase Rusal's controlling
interests in the Samara and Belaya Kalitva fabrication plants in Russia for a reported value range of
$200 million to $250 million, which Alcoa declined to confirm. As part of Alcoa, the two fabricating
facilities will serve not only the domestic Russian market but will also focus on global customers in
Europe, Asia and the Americas.
¾ Closing, subject to government approvals, was expected to be completed by June 30, but has
been delayed. The Moscow Times has reported that the competition authorities had blocked
the sale. Industry analysts have speculated that the government may be nervous about selling a
factory that produces aluminum used in fighter jets to a foreign firm.
¾ The deal, if it is approved, would be one of the biggest foreign acquisitions of a Russian
industrial concern. The Samara plant, located in the Volga region, is Russia’s largest producer
and exporter of aluminum products, with a capacity of 450,000 tons per year. The Belaya
Kalitva plant is the country’s second-biggest aluminum maker with annual production
capacity of 120,000 tons.

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M&A and Financing Market Analysis (continued)


Second Quarter M&A Analysis (continued)
Arcelor SA
) In addition to the announcement of the $65.0 million sale of its J&F division, and the completed $120
million sale of its J&L division, Arcelor has completed the sale of its Acierie de l’Atlantique, SAS
(ADA) unit, to Siderurgica Anon, SA of Spain, for $93 million, after gaining approval from the
relevant anti-trust authorities. ADA is a French company operating an electric arc furnace and a
continuous casting facility located in Bayonne that manufactures billets.
) Arcelor plans to invest as much as $1.2 billion in Brazil’s steelmaking industry, as the South
American country becomes an increasingly important supplier of steel slabs and raw materials in
tight supply around the world. Arcelor, the world’s largest steel company, announced on June 28 that
it had reached agreements with Brazil’s iron-ore producer Cia. Vale do Rio Doce (CVRD) to buy
CVRD’s stake in Brazil’s second-largest crude steel producer, Cia. Siderurgica de Tubarao (CST).
The purchase, which is subject to approval by CST’s shareholders and by antitrust regulators, would
increase Arcelor’s stake in the Brazilian steelmaker to nearly 60 percent from 28 percent.
¾ The purchase is part of Arcelor’s strategy to move production from Europe to low-cost centers
such as Brazil, where increased automotive sales are generating surging demand for domestic
steel, and where steelmaking raw materials are plentiful. About half of the $1.2 billion total
outlay will be used to buy the CST stake, with the remaining funds earmarked for future
investments in Brazil, including possibly raising its 28 percent share in Acesita SA, the
country’s largest stainless steel company. Arcelor also owns a 54 percent stake in Siderurgica
Belgo Mineira SA, which makes wire rods and steel bars.
¾ Arcelor recently opened a $400 million flat-rolled finishing plant in southern Brazil, and has
stated an intention to eventually create a separate holding company for its Brazilian assets.
Companhia Siderurgica Nacional
) On June 16, CSN announced it will pay $280.6 million for the 49 percent stake in GalvaSud SA
owned by ThyssenKrupp AG's steel unit, ThyssenKrupp Stahl AG. CSN will now have full control
of GalvaSud. ThyssenKrupp Stahl said it is pulling out of Brazil and will instead concentrate on
expanding its downstream operations in China. CSN said in a separate statement that it will also
assume GalvaSud's $130 million debt, but noted that 51 percent of this debt was already consolidated
in its accounts.
Gibraltar Steel Corporation
) Metal processor Gibraltar Steel Corporation (Gibraltar) of Buffalo, N.Y. has purchased the copper
powder metal division of the former SCM Metal Products Inc. from North American Hoganas, a unit
of Sweden’s Hoganas AB, for about $41 million. Hoganas said in February that it intended to sell the
copper-based business lines purchased last year from OM Group Inc. and focus on its long-
established core businesses in such segments as iron- and high alloy-based products.

Page 22
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)


Second Quarter M&A Analysis (continued)

Imco Recycling, Inc.


) Imco Recycling Inc. (Imco) and Commonwealth Industries, Inc. agreed on June 17 to merge to form
a single recycling and aluminum production company with annual revenues of about $2 billion. Imco,
one of the world’s largest aluminum and zinc recyclers, will pay 0.815 of one of its shares for each
share in Commonwealth, which produces aluminum sheets. Based on Imco’s June 16 closing price,
the deal values each Commonwealth share at $10.95, a premium of 27 percent to the closing price.
The transaction values Commonwealth’s stock at about $175.2 million. Commonwealth also had
$125 million in outstanding long-term debt as of Dec. 31, bringing the total enterprise value of
Commonwealth to about $300 million.
) Imco’s shareholders will own 54 percent of the combined company, and Commonwealth shareholders
46 percent. The two companies hope to attain about $25 million in annual savings within 18 to 24
months of closing, from procurement savings, integration and plant efficiencies. The new company
has not yet chosen a name and headquarters but will do so before the deal closes, which will likely be
in the fourth quarter. The closing depends on shareholder and regulatory approval, debt refinancing
and customary conditions. The new board will have four representatives from each company, as well
as the chairman/CEO.
Inmet Mining
) Base metals mining company Inmet Mining Corporation (Inmet) and copper producer Aur Resources,
Inc. (Aur) announced on June 28 that their planned merger transaction had been dissolved on mutual
and amicable terms. The transaction, announced in May, would have resulted in a combined
company with several major copper mines worldwide. No termination fees were payable by either
company.
International Steel Group, Inc.
) ISG is acquiring its first entity outside the United States under a deal in which a subsidiary, ISG
Venture Inc., will purchase the assets of idled Cliffs & Associates Ltd. (CAL), a hot-briquetted iron
(HBI) plant in Trinidad and Tobago. The financial terms weren’t disclosed.
) On June 20, ISG completed its acquisition of bankrupt Georgetown Steel Co. of Georgetown, S.C.
ISG paid $18 million and assumed the liabilities of Georgetown Steel, which made high-quality wire
rod products used to make wire rope and upholstery springs, among other products, before it filed
bankruptcy and was idled last October. The plant also can make direct reduced iron (DRI), a scrap
substitute.
) A week before the deal was completed, a South Carolina bankruptcy judge overturned a $20.9-
million bid from Leggett & Platt Inc. to purchase Georgetown Steel and instead declared ISG the
high bidder. The judge said ISG's plan to keep the mill operating was a greater benefit to the
community and creditors.

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HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)


Second Quarter M&A Analysis (continued)

Kaiser Aluminum Corporation


) Kaiser Aluminum Corporation wants suitors for its 20 percent stake in Queensland Alumina Ltd.
(QAL), which operates the Gladstone alumina refinery in Australia, to start the bidding at $525
million. The Houston-based company, which is selling off its commodity businesses as part of a plan
to emerge from Chapter 11 protection from creditors, has filed a bankruptcy court motion seeking
approval of bidding procedures that envision an auction with a minimum bid of $525 million for the
assets.
Nucor
) Nucor will pay $90 million in cash for substantially all the steelmaking assets of Corus’ plate coil
facility in Tuscaloosa, Al., or approximately $112.50 per ton of shipping capacity, which analysts
have described as comparatively low, given the range of recent acquisition values.
Ryerson Tull
) Ryerson Tull Inc. has agreed to buy flat-rolled processor J&F Steel LLC from Luxembourg-based
Arcelor SA’s Arbed Americas LLC subsidiary and plans to operate J&F’s four facilities as part of its
RTCP coil processing division. Ryerson Tull executives said they might relocate a processing center
the company operates in Chicago to J&F’s Burns Harbor, Ind. plant, which opened as the Arbed
unit’s flagship location with a 130-foot-wide by 600-foot-long single bay in 1997.
Worthington Industries
) On May 26, metal processing company Worthington Industries announced an $82 million asset sale
to Nucor. Columbus, Ohio-based Worthington will sell its Decatur, Alabama cold rolling assets to
Charolotte, N.C.-based Nucor, but retain net working capital, which it estimates at around $37
million at the time of closing.
) Following the second quarter, on August 3, Nucor Corp. said it has closed on a $80 million purchase
of Worthington Industries Inc.'s cold-rolling mill in Decatur. The deal includes most of the plant's
space and assets but allows Worthington to continue its slitting and cut-to-length operations in one of
the mill's buildings.

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HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)

Last Twelve Month (LTM) Summary Statistics

Announced Mergers and Acquisitions Announced Financings


Latest Twelve Months Quarter Ended
Sep. 03 Dec. 03 Mar. 04 Jun. 04 Total
Transaction Summary
Term Loans 22 20 29 20 50
Quarter Ended 1 Year Facilities 3 3 0 10 14
Sept.03 Dec. 03 Mar. 04 Jun. 04 Total >1 Year Revolvers 23 16 15 20 51
Other Loans 6 4 2 5 34
Total 54 43 46 55 149
Strategic Buyers 4 5 14 23 38
Financial Buyers 15 7 8 2 31
Total 19 12 22 25 78 Corporate Purposes 30 13 20 22 57
###### ###### ###### 766.48 510.1 Debt Repayment 4 12 3 11 17
CP Backup 1 0 0 0 3
Project Finance 3 2 7 8 21
Sale of Company 9 7 11 11 36 Acquisition Line 1 6 6 5 14
Sale of Assets/Division 10 5 12 14 34 Working Capital 9 6 6 6 12
Total 19 12 23 25 79 Other/Combo 6 4 4 3 25
Total 54 43 46 55 149

$10,310 $10,672 $9,877 $12,362 $46,308


Bankruptcy 4 5 4 3 22
Non-Bankruptcy 15 7 19 22 73 Active Lenders (6 or more) Transactions
Total 19 12 23 25 79
Bank of America 19
BNP Paribas 18
Latest Twelve Months
Citigroup 18
Active Buyers
Mizuho Financial Group 15
Active Acquirers (2 or more) Transactions Commerzbank AG 14
Bank of Tokyo-Mitsubishi 13
International Steel Group 4 ABN Amro 12
GE Capital Crop. 12
Commercial Metals Company 3
HSBC 10
Bouchard Group 2
Bank One 9
Gibraltar Steel Corporation 2 CSFB 9
Lincoln Electric Holdings, Inc. 2 Sumitomo Mitsui 8
Nucor 2 Standard Charter Bank 7
Wachovia 7
Deutche Bank 6

Announced M&A Transactions By Quarter Announced Financings By Quarter

30 3,000
Number of Transactions

Amount ($Millions)

25 2,500 60 $16,000
$14,000
Number of Transactions

20 2,000 50
Amount ($ Millions)

$12,000

)Based on info from Bruce


40
15 1,500 $10,000
30 $8,000
10 1,000
$6,000
20
5 500 $4,000
10 $2,000
0 0
Sept.03 Dec. 03 Mar. 04 Jun. 04 0 $0
Sep. 03 Dec. 03 M ar. 04 Jun. 04
Q uarte r Ended Quarter Ended

T ransactions Amount ($Millions) Transactions Amount ($ Millions)

Sources: Mergerstat, SDC Platinum, Factiva and Loan Pricing Corporation


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HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)

Selected Second Quarter 2004 M&A Transactions


Announced
Date Seller Buyer Synopsis
6/30/2004 Teleflex Inc. (NYSE: TFX) - National The Heico Companies, LLC Heico Cos LLC acquired National Strand, a manufacturer and wholesaler of stainless
Strand steel products, from Teleflex Inc, for $9.2 mil in cash.
6/30/2004 Whirlpool Corporation (NYSE: WHR) - GenTek Incorporated (OTC: GETI) Gentek Inc acquired the assets of the Reynosa, Mexico-based wire harness business of
Whirlpool de Reynosa, S.A. de C.V Whirlpool for $8.4 million in cash and notes payable. Under the terms of the
agreement, $4.4 million in notes will be paid in four installments over a 40-month
period.
6/29/2004 LWC Precast Diversified Thermal Solutions, Inc. Diversified Thermal Solutions acquired the assets of LWC Precast for an undisclosed
(OTC: DVTS) price. Included in the transaction are a 5 million BTU burner system, a dry furnace,
and the remaining operations.
6/22/2004 Nippon Mining Holdings Inc. - Gould Applied Fiber Inc. Applied Fiber Inc acquired Gould Fiber Optics from Gould Electronics Inc for an
Fiber Optics undisclosed amount. The acquired business produces fiber optic couplers and fiber
optic assemblies.
6/17/2004 Commonwealth Industries Inc. IMCO Recycling Inc. (NYSE: IMR) IMCO Recycling Inc agreed to merge with Commonwealth Industries Inc for $175.5
(NASDAQ: CMIN) million in stock. Upon completion, IMCO will own 54% of the merged company and
Commonwealth will own the remaining 46%.
6/14/2004 CommScope Inc - OFS BrightWave Furukawa Electric Co., Ltd. Furukawa Electric Co Ltd acquired the remaining 9.4% stake in OFS BrightWave
LLC LLC from Commscope Inc for an undisclosed amount. The transaction was a result of
Commscope exercising a put option to sell its stake in the target company in return for
Commscope.
6/7/2004 Commonwealth Industries Inc. Southwire Co. Southwire Co acquired Alflex Corp from Commonwealth Industries Inc for $60
(NASDAQ: CMIN) - Alflex million in cash. Alflex has operations in California and North Carolina and employs
approximately 310 people.
6/4/2004 Bular LLC Nextrom Holding AG Nextrom Holding AG acquired the assets of Bular LLC for an undisclosed amount.
Nextrom plans to incorporate Bular’s soot fabrication technology into its new line of
preform manufacturing equipment.
6/3/2004 Genesis Cable Systems LLC Honeywell International Inc. (NYSE: Honeywell Inc acquired the remaining 70% stake it does not already own in Genesis
HON) Cable Systems LLC for an undisclosed amount. Genesis Cable Systems manufactures
voice and data cables.
6/2/2004 Arcelor S.A. - J&F Steel LLC Ryerson Tull Inc. Ryerson Tull Inc acquired J&F Steel LLC, a subsidiary of Arcelor SA, for US$55.3
million in cash. The acquisition is expected to expand Ryerson Tull’s geographic
presence as well as to provide the company with a complementary customer base.
Subsequent to the acquisition, J&F Steel will operate as part of the Ryerson Tull Coil
Processing division.
6/1/2004 Merrill Lynch International & Arcelor Chequers Capital Arcelor Group and the investment fund Chequers Capital reached a final agreement
S.A. - International Metal Services on the acquisition vehicle set up and controlled by Chequers Capital, of the 36% stake
held by Produits d'Usines Métallurgiques PUM - Station Service Acier (Arcelor
Group), in the share capital of IMS - International Métal Service, for a price of EUR
5 per share.
6/1/2004 Ocean Optics Inc. Halma PLC Halma PLC agreed to acquire Ocean Optics Inc, a manufacturer of optical sensing
systems, for $50 million. The consideration was to consist of $25 million in cash and
up to $25 million in profit-related payments.
5/27/2004 Worthington Industries (WOR) - Nucor (NYSE: NUE) Nucor Corp agreed to acquire the assets of the Decatur, Alabama cold rolling
Decatur Cold Rolling Operations
operation of Worthington Industries Inc for $82 million in cash.
5/19/2004 Kaiser Aluminum Corporation (OTC: Commercial Development Co. Commercial Development Co. Inc. acquired the mead smelter asset of bankrupt
KLUCQ) - Spokane, WA Mead smelter Kaiser Aluminum Corp (KA), a manufacturer of aluminum products, for an estimated
$7.4 mil in cash. Originally, in March 2004, KA announced that it was seeking a
buyer for its mead smelter asset.
5/17/2004 Kaiser Aluminum Corporation (OTC: Century Aluminum Co. / Noranda Inc. An investor group, formed as a joint venture between Century Aluminum Co. and
KLUCQ) - Gramercy, LA Alumina Noranda Inc., agreed to acquire the Gramercy Alumina refinery,
Refinery
located in Gramercy, Louisiana, from bankrupt Kaiser Aluminum & Chemical Corp, a
joint venture between Kaisertech Ltd and Maxxam Group Inc, for an estimated $23
million.
5/14/2004 MRI Devices Corp. Intermagnetics General Corp. Intermagnetics General Corp (RG) agreed to acquire MRI Devices Corp, a
(NASDAQ: IMGC) manufacturer of radio frequency surface coils, for $100 million. The transaction was
to consist of $45 million in cash, $5 million in promissory notes and $50 million in
RG common stock.

Note:
Sources: Mergerstat, Thomson Financial, SEC filings, press releases and Bloomberg.

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HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)

Selected Second Quarter 2004 M&A Transactions (continued)


Announced
Date Seller Buyer Synopsis
5/11/2004 Hunting Energy Services L.P. - OCTG Sooner Inc. Sooner Inc, a unit of Oil States International Inc, acquired the oil country tubular
Distribution Business goods (OCTG) distribution business of Hunting Energy Services LP, a manufacturer
and wholesaler of tubular goods and a unit of Hunting PLC, for an estimated $46.4
million in cash.
5/6/2004 Walter Industries Inc. (NYSE: WLT) - Vestal Manufacturing Enterprises Inc. Vestal Manufacturing Enterprises Inc acquired Vestal Manufacturing Co, a
Vestal Manufacturing Co. manufacturer and wholesaler of cast iron and fabricated steel products, from Walter
Industries Inc.
5/4/2004 Georgetown Steel Co. International Steel Group Inc. (NYSE: International Steel Group Inc acquired Georgetown Steel Co LLC for $18 million in
ISG) cash plus liabilities totaling $3.5 million. Georgetown Steel Co LLC filed for Chapter
11 bankruptcy protection in October 2003.
4/29/2004 Hirschfield Steel Service Center Alro Steel Corp. Alro Steel Corp acquired Hirschfield Steel Service Center for an undisclosed amount.
Hirschfield Steel Service Center employes 16 people, all of whom will keep their jobs
under the new ownership.
4/26/2004 Thermagon Inc. Laird Group PLC Laird Group PLC acquired Thermagon Inc for an initial payment of $27.5 million. An
additional payment of up to $16.5 million may be made, contingent upon if certain
revenue performances are met.
4/20/2004 Inland Fabricators LLC Spectrum Sciences & Software Holdings Spectrum Sciences and Software Holdings Corp agreed to acquire Inland Fabricators
Corp (OTC: SPSC) LLC for an undisclosed amount. Inland Fabricators provides piping systems for the
government, oil, gas, chemical, and power markets.
4/20/2004 Whaling City Iron Co. Moro Corporation (OTC: MRCR) Moro Corp acquired Whaling City Iron Co for an undisclosed amount. Whaling City
Iron, founded in 1965, fabricates and distributes concrete reinforcing and structural
steel and distributes miscellaneous steel such as bars, plates, and sheets.
4/15/2004 OFS - Optical Channel Monitor Princeton Lightwave Inc. Princeton Lightwave Inc. acquired the Optical Channel Monitor product line of OFS,
a manufacturer of fiber optic products and a unit of Furukawa Electric Co Ltd. Terms
were not disclosed.
4/1/2004 Chicago Metallic - Retail bakeware Focus Products Group LLC Focus Prodcuts Group LLC acquired the retail bakeware division of Chicago Metallic
division Products, a manufacturer of metal products.

Note:
Sources: Mergerstat, Thomson Financial, SEC filings, press releases and Bloomberg.

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HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)


Selected Latest Twelve Month M&A Transactions

Announce EV EV/ EV/ EV/


Date Seller Buyer ($MM) Revenue EBITDA EBIT
6/30/2004 Teleflex Inc. (NYSE: TFX) - National Strand The Heico Companies, LLC $9.2 NA NA 0.5x
6/30/2004 Whirlpool Corporation (NYSE: WHR) - Whirlpool de Reynosa, S.A. de C.V GenTek Incorporated (OTC: GETI) $8.4 NA NA NA
6/29/2004 LWC Precast Diversified Thermal Solutions, Inc. (OTC: DVTS) NA NA NA NA
6/22/2004 Nippon Mining Holdings Inc. - Gould Fiber Optics Applied Fiber Inc. NA NA NA NA
6/17/2004 Commonwealth Industries Inc. (NASDAQ: CMIN) IMCO Recycling Inc. (NYSE: IMR) $174.7 NA 9.7x 0.2x
6/14/2004 CommScope Inc - OFS BrightWave LLC Furukawa Electric Co., Ltd. NA NA NA NA
6/7/2004 Commonwealth Industries Inc. (NASDAQ: CMIN) - Alflex Southwire Co. $60.0 NA NA 0.6x
6/4/2004 Bular LLC Nextrom Holding AG NA NA NA NA
6/3/2004 Genesis Cable Systems LLC Honeywell International Inc. (NYSE: HON) NA NA NA NA
6/2/2004 Arcelor S.A. - J&F Steel LLC Ryerson Tull Inc. $55.3 NA NA NA
6/1/2004 Merrill Lynch International & Arcelor S.A. - International Metal Services Chequers Capital $110.3 6.3x 3.7x 0.2x
6/1/2004 Ocean Optics Inc. Halma PLC NA NA NA NA
5/27/2004 Worthington Industries (NYSE: WOR) - Decatur, AL Cold Rolling Operations Nucor (NYSE: NUE) $82.0 NA NA NA
5/19/2004 Kaiser Aluminum Corporation (OTC: KLUCQ) - Spokane, WA Mead smelter Commercial Development Co. NA NA NA NA
5/17/2004 Kaiser Aluminum Corporation (OTC: KLUCQ) - Gramercy, LA Alumina Refinery Century Aluminum Co. / Noranda Inc. NA NA NA NA
5/14/2004 MRI Devices Corp. Intermagnetics General Corp. (NASDAQ: IMGC) NA NA NA NA
5/11/2004 Hunting Energy Services L.P. - OCTG Distribution Business Sooner Inc. NA NA NA NA
5/6/2004 Walter Industries Inc. (NYSE: WLT) - Vestal Manufacturing Co. Vestal Manufacturing Enterprises Inc. NA NA NA NA
5/4/2004 Georgetown Steel Co. International Steel Group Inc. (NYSE: ISG) $21.5 NA NA NA
4/29/2004 Hirschfield Steel Service Center Alro Steel Corp. NA NA NA NA
4/26/2004 Thermagon Inc. Laird Group PLC $44.0 NA NA 3.0x
4/20/2004 Inland Fabricators LLC Spectrum Sciences & Software Holdings Corp (OTC: SPSC) NA NA NA NA
4/20/2004 Whaling City Iron Co. Moro Corporation (OTC: MRCR) NA NA NA NA
4/15/2004 OFS - Optical Channel Monitor Princeton Lightwave Inc. NA NA NA NA
4/1/2004 Chicago Metallic - Retail bakeware division Focus Products Group LLC NA NA NA NA
3/16/2004 Columbia Ventures Corporation - Nordural hf Century Aluminum Company (NASDAQ: CENX) $365.0 # NA NA NA
3/15/2004 Alcoa Inc. (NYSE: AA) - Alumax Foils Wellspring Capital Management LLC - JW Aluminum Company NA NA NA NA
3/5/2004 Slater Steel, Inc. - Hamilton Specialty Bar mill Delaware Street Capital LP $41.0 # NA NA NA
3/3/2004 Alcoa Inc. (NYSE: AA) - Alcoa Extrusions in Roermond Apt Hiller GmbH NA NA NA NA
3/2/2004 Kaiser Aluminim Corporation (OTC: KLUCQ) - Mead Smelter Commercial Development Company $7.4 7 NA NA NA
2/26/2004 Shin Nippon Koki Company, Ltd. - Dayton Reliable Tool & Manufacturing Company DRT Manufacturing Company NA NA NA NA
2/24/2004 Progressive, Inc. Heroux-Devtek, Inc. (TSX: HRX) $57.6 # 2.0x 2 NA NA
2/18/2004 Weirton Steel Corporation International Steel Group, Inc. (NYSE: ISG) $255.0 # 0.2x 0 NA NA
2/18/2004 Electric Coating Technologies LLC Bouchard Group NA NA NA NA
2/19/2004 Sun Steel Company LLC Bouchard Group NA NA NA NA
2/17/2004 Arcelor S.A. - J&L Specialty Steel, LLC Allegheny Technologies, Inc. (NYSE: ATI) NA NA NA NA
2/17/2004 RUSAL - Belaya Kalitva and Samara fabricating facilities Alcoa, Inc. (NYSE: AA) NA NA NA NA
2/16/2004 Potter Form & Tie Company Gerdau SA (NYSE: GGB) NA NA NA NA
2/12/2004 Slater Steel, Inc. - Fort Wayne Specialty Alloys Division Valbruna Corporation $6.4 6 NA NA NA
2/2/2004 Hokin-Katz Metals Service, Inc. Macsteel Service Centers USA, Inc. NA NA NA NA
1/29/2004 Republic Technologies International LLC - Canadian Drawn Steel Operations Republic Engineered Products LLC NA NA NA NA
1/27/2004 Rudarsko-topionicarski Basen Bor - Majdanpek plant. Alpine Group, Inc. $18.8 # NA NA NA
1/15/2004 Lancaster Malleable Castings Company - New Oxford Aluminum Company Genlyte Thomas Group LLC NA NA NA NA
1/14/2004 The Techs The Jordan Company, L.P. - Techs Industries, Inc. NA NA NA NA
1/12/2004 Tenwell Development Pte Ltd. - Shanghai Kuang Tai Metal Industrial Company, Ltd. Lincoln Electric Holdings, Inc. (NASDAQ: LECO) NA NA NA NA
1/12/2004 Fortune Trading Ltd. - Rai Tai Metal Industrial Company, Ltd. Lincoln Electric Holdings, Inc. (NASDAQ: LECO) NA NA NA NA
1/7/2004 Slater Steel, Inc. - Slater Lemont Corporation Nucor Corporation (NYSE: NUE) - Nucor Steel Kankakee, Inc. $9.5 # NA NA NA
1/6/2004 Renown Specialties Company, Ltd. Gibraltar Steel Corporation (NASDAQ: ROCK) $5.9 6 NA NA NA
12/23/2003 The Lofland Company Commercial Metals Company (NYSE: CMC) $47.0 # NA NA NA
12/15/2003 Horsehead Industries, Inc. Sun Capital Partners, Inc. - Horsehead Corporation NA NA NA NA
12/11/2003 Deutsche Bahn AG - Interfer Stahl AG / Brenntag AG Bain Capital, LLC. $1,710.5 NA NA NA
12/2/2003 Alcoa, Inc. (NYSE: AA) - Permatech, Inc. Management Buyout NA NA NA NA
11/21/2003 Apollo Tool & Die Manufacturing, Inc. Tredegar Corporation (NYSE: TG) - William L. Bonnell Compa NA NA NA NA
11/19/2003 Atchison Casting Corporation (OTC: AHNQE)- Residual Assets KPS Special Situations Fund II, LP $40.0 # NA NA NA
11/14/2003 Better Plug Company, Limited T.D. Williamson, Inc. NA NA NA NA
11/4/2003 Atchison Casting Corporation (OTC: AHNQE) - Inverness Castings Group, Inc. Wynnchurch Capital Partners LP NA NA NA NA
10/30/2003 Walter Industries, Inc. (NYSE: WLT) - JW Aluminum Company Wellspring Capital Management, LLC $125.0 # NA NA NA
10/24/2003 Republic Engineered Products LLC Perry Capital Corporation $277.5 # 0.4x 0 NA NA
10/23/2003 Rouge Industries, Inc. (OTC: RGIDQ) SeverStal JSC (Russian: CHMF) $285.0 # 0.3x 0 NMF NMF
10/22/2003 Ingersoll-Rand Company (NYSE: IR) - Laidlaw Solutions Management Buyout led by John Jefferies $11.7 # NA NA NA
10/17/2003 Global Business Support, LLC & Weil Engineering GmbH - Prototube L.L.C. Noble International, Limited (NASDAQ: NOBL) NANA NA NA NA
9/30/2003 Cargill, Inc. - Monroe Steel Mill Division of North Star Steel Quanex Corporation (NYSE: NX) NA NA NA NA
9/30/2003 Wilbert, Inc.- TriEnda Division Spartech Corporation (NYSE: SEH) $5.5 6 NA NA NA
9/25/2003 Faun Municipal Vehicles Ltd. - Temporary Roadway Division Trax Portable Access, Ltd. NA NA NA NA
9/25/2003 Ex-L-Tube, Inc. Steel & Pipe Supply Company, Inc. NA NA NA NA
9/3/2003 Dunn Del Re Steel, Inc. Commercial Metals Company (NYSE: CMC) NA NA NA NA
9/2/2003 Mestek, Inc. (NYSE MCC) - King Coil RAE Corporation NA NA NA NA
8/19/2003 Zhejiang Jiuli Group Company, Ltd. - Fireproof Power Cable Operations Tyco International Ltd. (NYSE: TYC) $10.0 # NA NA NA
8/13/2003 U.S. Steel Corporation (NYSE: X) - Select Steel Plate Assets International Steel Group NA NA NA NA

Note:
Sources: Mergerstat, Thomson Financial, SEC filings press releases and Bloomberg.

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HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)


Selected Latest Twelve Month M&A Transactions (continued)

Announce EV EV/ EV/ EV/


Date Seller Buyer ($MM) Revenue EBITDA EBIT
8/4/2003 Fansteel Inc. (OTC: FNST) VR-Hydro Carbide Stoutheart East Corporation and WPC III, Inc. NA NA NA NA
8/1/2003 Atchison Casting Corporation (OTC: AHNCQ) - General Casting Corporation Domestic Casting Company, LLC NA NA NA NA
7/31/2003 GenTek, Inc. (OTC: GNKIQ) Harvest Partners, Inc. - Associated Materials $118.0 # 0.5x 0 NA NA
7/25/2003 INTERMET Corporation (Nasdaq: INMT) - Frisby P.M.C., Inc. JJL Group, LLC. NA NA NA NA
7/23/2003 Huta Zawiercie SA Commercial Metals International (NYSE: CMC) $71.7 # NA NA NA
7/22/2003 Global Metro Networks - Global Metro Networks Austrian Operations WKA/CableRunner Austria NA NA NA NA
7/14/2003 Kentucky Electric Steel, Inc. (OTC: KESIQ) KES Acquisition Company, LLC $2.7 3 NA NA NA
7/8/2003 Valley City Steel Company Viking & Worthington Steel Enterprise NA NA NA NA
7/7/2003 BVV Acquisition-Cold Finish Facility Pittsburgh Tool Steel, Inc. NA NA NA NA
7/7/2003 Pechiney S.A. (NYSE: PY) Alcan, Inc. (NYSE: AL) $4,500.0 # 0.4x 0 5.0x 5 8.2x
7/3/2003 Chart Industries, Inc. (OTCPK: CTIT) - Greenville Tube Corporation Capital For Business, Inc. $15.5 # NA NA NA
7/2/2003 ArvinMeritor, Inc. (NYSE: ARM) - Light Vehicle Systems Business AK Steel Holding Corporation (NYSE: AKS) NA NA NA NA

Low $0.0 0.00x 3.7x 0.2x


High $4,500.0 6.31x # 9.7x # 8.2x

Median $20.1 0.37x # 5.0x # 0.5x


Mean $199.8 1.34x # 6.1x # 2.1x

Note:
Sources: Mergerstat, Thomson Financial, SEC filings press releases and Bloomberg.

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HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)

Selected Steel Producer Transaction Multiples by Ton

Integrated and Minimill Transactions


(Figures in $ Thousands)

Announce EV/ EV/


Date Buyer Target Mill Status Type EV Capacity Capacity Shipments Shipments

Distressed/Operational Transactions - Includes Working Capital


2/18/2004 International Steel Group Weirton Steel Corporation Operational Integrated $255,000 ### 3,000 # $85/Ton # 2,368 $108/Ton
#
12/23/2003 Severstal JSC Rouge Industries Operational Integrated $285,000 ### 3,200 # $89/Ton # 2,700 $106/Ton
#
12/16/2003 Perry Strategic Capital Republic Engineered Products, LLC Operational Integrated/ $227,500 ### 1,600 # $142/Ton # 1,536 $148/Ton (1)
Minimill #
5/19/2003 International Steel Group Kia Steel Company Operational Integrated $360,000 ### 740 # $486/Ton # NA NA (2)

1/9/2003 U.S. Steel Corporation National Steel Corporation Operational Integrated $1,050,000 ### 6,620 # $159/Ton # 5,319 $197/Ton
#
1/6/2003 International Steel Group Bethlehem Steel Corporation Operational Integrated $1,500,000 ### 11,000 # $136/Ton # 7,600 $197/Ton (3)
#
6/20/2002 Gerdau SA - Ameristeel Republic Technologies International, Inc. - Operational Minimill $7,000 ### 60 # $117/Ton # NA NA
Corporation Georgia Steel Plant
5/30/2002 Nucor Corporation Birmingham Steel Corporation Operational Minimill $615,000 ### 2,000 # $308/Ton # 1,800 $342/Ton (4)
#
5/13/2002 KPS Special Situations Fund L.P. Republic Technologies International, Inc. - Operational Integrated/ $463,000 ### 3,000 # $154/Ton # 1,959 $236/Ton
and Hunt Investment Group L.P. Georgia Steel Plant Minimill #
10/5/2000 U.S. Steel Corporation LTV Steel Corporation - Tin Assets Operational Integrated $80,000 ### 600 # $133/Ton # NA NA

Low $7,000 60 $85/Ton # 1,536 $106/Ton


High $1,500,000 11,000 $486/Ton # 7,600 $342/Ton
Median $322,500 2,500 $139/Ton # 2,368 $197/Ton
Average $484,250 3,182 $181/Ton # 3,326 $191/Ton

Idled and or Distressed Transactions - Excludes Working Capital


5/4/2004 International Steel Group Georgetown Steel Company Idled Minimill $21,500 1,000 $22/Ton NA NA

3/26/2003 Nucor Corporation North Star Steel - Kingman, AZ Mill Idled Minimill $35,000 ### 500 # $70/Ton # NA NA

8/12/2002 International Steel Group Acme Metals - Illinois Minimill Idled/Shutdown Minimill $65,000 ### 1,080 # $60/Ton # 993 # $65/Ton

7/28/2002 Steel Dynamics, Inc. Qualitech Steel SBQ LLC Idled/Shutdown Minimill $45,000 ### 500 # $90/Ton # 450 # $100/Ton (5)

7/12/2002 Mid-Coast Industries, Inc. GS Industries, Inc. - Georgetown Steel Idled/Shutdown Minimill $53,000 ### 750 # $71/Ton # NMF NMF

6/5/2002 Slater Steel, Inc. Nucor Corporation - Austeel Lemont Idled/Shutdown Minimill $7,000 ### 430 # $16/Ton # NMF NMF
Division
2/27/2002 International Steel Group LTV Steel Corporation Idled/Shutdown Integrated $327,500 ### 7,300 # $45/Ton # 5,500 # $60/Ton (6)
(7)
1/10/2002 Charter Manufacturing, Inc. Birmingham Steel Corporation - American Idled Minimill $26,000 ### 650 # $40/Ton # NA NA (8)
Steel & Wire
11/21/2001 Nucor Corporation Trico Steel Company Idled/Shutdown Minimill $116,700 ### 1,900 # $61/Ton # 1,200 # $97/Ton

6/21/2001 Companhia Siderurgica Nacional Heartland Steel, Inc. Idled/Shutdown Minimill $69,000 ### 930 # $74/Ton # 880 $78/Ton
#

Low $7,000 430 $16/Ton # 450 $60/Ton


High $327,500 7,300 $90/Ton # 5,500 $537/Ton
Median $53,000 750 $61/Ton # 993 $88/Ton
Average $82,689 1,560 $59/Ton # 1,805 $156/Ton
Footnotes
Source: Mergerstat, Thomson Financial, SEC Filings, press releases and Bloomberg.
(1) Represents Republic’s six months ended June 30, 2003 shipment figure of 767,847 tons annualized for comparability purposes.
(2) ISG’s proposal lost lead bidder status on June 26, 2003 due to failed non-financial negotiations.
Lead bidder status was subsequently granted to a consortium led by SeAH Holdings, but financial terms were not disclosed.
(3) Bethlehem’s Gross Purchase Price does not include $112.5 million in Employee Transition Costs.
(4) Birmingham’s estimated capacity, excludes divested assets.
(5) Steel Dynamic’s $45 million bid was approved by the U.S. Bankruptcy Court, overruling Nucor’s original bid.
(6) The transactions have been adjusted to exclude the current assets assumed in the transaction in order to arrive at the transactions’ fixed asset valuation.
(7) LTV production and shipment figures are estimated figures. Production and shipments for the nine months ended 9/30/01 were 5.437 and 4.871 million respectively.
In addition LTV operated at a capacity utilization of 84% during the nine month period.
(8) Birmingham’s estimated capacity, excludes divested assets.

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M&A and Financing Market Analysis (continued)

Selected International LTM M&A Transactions


Announce EV EV/ EV/ EV/
Date Seller Buyer ($MM) Revenue EBITDA EBIT
6/30/2004 Pfleiderer AG (SDAX: PFD4) Schaaf Industrie AG - SIAG Tube & Tower GmbH 0 NA NA NA NA
6/30/2004 Plfeiderer - Pfleiderer Poles & Towers GmbH & Co. KG SIAG Schaaf Industrie AG 0 NA NA NA NA
6/28/2004 Companhia Vale Do Rio Doce S.A. - Companhia Siderurgica de Tubarão Arcelor S.A. (Euronext Paris: LOR) 0 $1,950.4 NA NA 1.5x
6/22/2004 GKN PLC - Walterscheid Rohrverbindungstechnik GmbH Eaton Corp. (NYSE: ETN) 0 $48.0 NA NA NA
6/21/2004 Delta Steel Co. Ltd. BUA International Ltd. 0 $25.3 NA NA NA
6/16/2004 Arcelor S.A. (Euronext Paris:LOR) - J&F Steel LLC Ryerson Tull, Inc. (RT) 0 $55.0 NA NA NA
6/16/2004 Aluminum Smelter Company of Nigeria Ltd. BFIGroup 0 $529.0 NA NA NA
6/15/2004 Grupo Industrial NKS SA de CV North American Liability Group, Inc. (OTC: NALG) 0 NA NA NA NA
6/15/2004 Krivorozhstal CGOK Investment Metallurgical Union 0 $860.4 NA NA NA
6/14/2004 Hartchrom Schoch GmbH Surface Technologies International Holding AG 0 NA NA NA NA
6/14/2004 Wellman Incandescent India Ltd. - Howrah/ Kharagpur / Nirgundi Sites Natural Resources Pte Ltd. - Energy Trading Company 0 $2.9 NA NA NA
6/14/2004 Montanwerke Brixlegg AG A-tec Industries GmbH 0 NA NA NA NA
6/8/2004 Corus Group PLC (NYSE: CGA) - Corus Tuscaloosa Nucor Corporation (NYSE: NUE) 0 $90.0 NA NA NA
6/3/2004 Hefei Iron & Steel Group Co Ltd. Providential Holdings Inc. (OTC: PRVH) 0 NA NA NA NA
6/1/2004 Wetzel SA - Hengst-Wetzel Ltda. Hengst GmbH & Co. KG 0 NA NA NA NA
5/28/2004 Fushun Shunhua Alum - Certain Assets BSA Intl Bhd 0 NA NA NA NA
5/27/2004 Elka d.d. - Elka Kabeli d.o.o. EPM Usluge d.o.o. 0 $24.0 NA NA NA
5/21/2004 Olivacast - Fundição Ferrosa S.A. Suberus Grupo 0 $2.4 NA NA NA
5/20/2004 Industrias Ferricas del Norte S.A. - Steel-making Facilities Grupo Simec S.A. de C.V. 0 NA NA NA NA
5/19/2004 NKK Trading Inc. Kawasho Corp (OTC: KAWSF) 0 NA NA NA NA
5/19/2004 Uralskaya Stal Ltd. Gazprominvestholding 0 NA NA NA NA
5/14/2004 Georg Fischer AG - Georg Fischer GmbH SHS Gesellschaft für Beteiligungen mbH & Co. Mittelstand KG 0 NA NA NA NA
5/14/2003 Allied Material Corp. (Tokyo 2: 5728) Sumitomo Electric Industries Ltd. (Tokyo : 5802) 0 $381.0 NA NA 2.0x
5/14/2004 Alcan - Boxal Group Exal Holdings BV 0 NA NA NA NA
5/12/2004 Cliff & Associates International Steel Group 0 NA NA NA NA
5/13/2004 Iscor Ltd. LNM Holdings NV 0 NA NA NA NA
5/13/2004 Antonovskoye RU Kuznetskiye Ferrosplavy 0 NA NA NA NA
5/12/2004 USS Manufacturing Inc. Genlyte Thomas Group LLC 0 NA NA NA NA
5/11/2004 ZSNP, a.s. Penta Holding Ltd. 0 NA NA NA NA
5/7/2004 Greatronic Technology Sdn Bhd Greatronic Ltd. 0 NA NA NA NA
4/29/2004 Degussa AG - SKW Giesserei-Technik GmbH & Sued-Chemie AG 0 NA NA NA NA
4/29/2004 Infineon Technologies AG - Fiber Optics Finisar Corp. (NASDAQ: FNSR) 0 NA NA NA NA
4/29/2004 Abemex S.A. Acindar 0 NA NA NA NA
4/28/2004 AWP Aluminium Walzprodukt GmbH MFC Bancorp Ltd. (NASDAQ: MXBIF) - Blake International Ltd. 0 NA NA NA NA
4/27/2004 Posco - PosVen Techint - Tenaris S.A. (NYSE: TS) 0 NA NA NA NA
4/27/2004 Corus Group PLC - Sheet Piling Business Arcelor S.A. (Euronext Paris: LOR) 0 NA NA NA NA
4/27/2004 VSZ, a.s. Kosice - Obal-Servis, a.s. Kosice U.S. Steel - Kosice 0 NA NA NA NA
4/23/2004 Skoda Holding - Hute, Kovarny and JS operations OMZ - Power Machines 0 NA NA NA NA
4/22/2004 Slater Steel - Atlas Specialty Steels - Welland,Ontario plant Centre Steel Holdings Ltd. 0 NA NA NA NA
4/19/2004 Linnemann-Schnetzer Group Frauenthal Holding AG 0 NA NA NA NA
4/16/2004 Arcelor S.A. (Euronext Paris: LOR) - Acierie de l'Atlantique Siderurgica Anon S.A. 0 $94.6 NA NA 0.4x
4/15/2004 Richardson Mechanical Services Ardeth Engineering 0 NA NA NA NA
4/14/2004 Martin Pipework Installation Ltd. Arcorus - GS-Hydro UK Ltd. 0 NA NA NA NA
4/12/2004 Itera Group - Moldovan Steel Mill Hares Group 0 NA NA NA NA
4/7/2004 Uzkabel JSC Zeromax Group Inc 0 $16.4 NA NA NA
4/7/2007 Aluval Arnaudeau S.A. 0 NA NA NA NA
4/6/2004 Slater Steel Inc. - Hamilton Specialty Bar Delaware Street Capital 0 $15.4 NA NA NA
4/1/2004 Russian Aluminum - Bratsk Ferroalloy Plant IST Group 0 NA NA NA NA
3/25/2004 Chin Foh Bhd - Chin Foh Stainless Steel Service Centre Sdn Bhd Sage Success Sdn Bhd $2.2 NANA NANA NA
3/25/2004 Liaoyang Ferro-Alloy Factory Jilin Ferroalloys Company, Ltd. NA
NA NANA NANA NA
3/25/2004 Arcelor S.A. (Euronext Paris: LOR) - Acieries de l'Atlantique Siderurgica Anon NA
NA NANA NANA NA
3/24/2004 Alpack Europe SRL Aliberico SA $5.9 NANA NANA NA
3/24/2004 Aluval Constructions MetalIiques Aarnaudeau SA NA
NA NANA NANA NA
3/23/2004 Dowa Mining Company, Ltd. - Dowa Hightech Philippines, Inc. Hitachi, Ltd. (NYSE: HIT) NA
NA NANA NANA NA
3/23/2004 Murztaler Industriebeteiligung Boulder Steel Ltd. NA
NA NANA NANA NA
3/23/2004 Bain Capital, LLC - Stinnes Interfer AG Albrecht Knauf NA
NA NANA NANA NA
3/19/2004 Arcelor S.A. (Euronext Paris: LOR) - Thainox Steel Ltd. Investor Group led by Prayudh Mahagitsiri NA
NA NANA NANA NA
3/19/2004 SI Finance SA - Fabricauto SA Management led buyout $37.5 NANA NANA NA
3/17/2004 Guangzhou Modern Iron & Steel Scrap Processing Center Van Shung Chong Holdings Ltd. $5.3 0.0x NANA NA
3/17/2004 Tubman International Ltd. - Silcotub SA Tenaris SA (NYSE: TS) NA
NA NANA NANA NA
3/16/2004 Nueva Montana Quijano, S.A. (Mercado Continuo: NMQ) Coal Trade SL $64.0 NANA NANA NA
3/16/2004 Sichuan Aba Aluminum Factory SiChuan MinJiang Hydropower Company, Ltd. $6.5 NANA NANA NA
3/15/2004 Showa Denko K.K. (Exchange: Tokyo) - Sakai Plant Yasuda Kinzoku Kogyo NA
NA NANA NANA NA
3/15/2004 Russell Castings Ltd. Chamberlin & Hill plc (London: CMH) $1.8 NANA NANA NA
3/13/2004 Tailwind Investments - Steelcraft Industries Ltd. Hanson Capital Corporation - Clemmer Technolgies Ltd. NA
NA NANA NANA NA
3/12/2004 TP-Yhtiot - TP-Teraskeskus Oy Rautaruukki Oyj (Helsinki: RTR) NA
NA NANA NANA NA
3/11/2004 Stelton A/S 8.8 Holding A/S NA
NA NANA NANA NA
3/9/2004 Focast SA Pebeco SA NA
NA NANA NANA NA
3/9/2004 Injecta Druckguss AG Investor Group NA
NA NANA NANA NA
3/5/2004 NIB Capital/Industriebank LIOF - De Globe Componenta Oyj $29.8 0.2x NANA NA

Notes:
Sources: Mergerstat, Thomson Financial, SEC filings press releases and Bloomberg.
Pechiney SA’s acquisition of Corus’s aluminum assets has been excluded from Houlihan Lokey’s analysis because of the transaction’s cancellation.
The merger between Corus and CSN has been excluded from our analysis as a result of the transaction being canceled.

Page 31
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)

Selected International LTM M&A Transactions (continued)


Announce EV EV/ EV/ EV/
Date Seller Buyer ($MM) Revenue EBITDA EBIT
3/1/2004 Huanghe Aluminium & Electricity Group Tianjin Zhongmai Investment Group $241.6 NANA NANA NA
2/24/2004 Mitsubishi Materials Corporation - Copper Tube Operations Kobe Steel, Ltd. (Exchange: Tokyo) - Copper Tube Operations $101.6 NANA NANA NA
2/20/2004 Shanghai Baosteel Group (Pugang Third Steel Sheet Company, Ltd.) Shanghai Huasha Industry Company, Ltd. $1.2 NANA NANA NA
2/19/2004 Anhui Chizhou Nonferrous Metals Group Company, Ltd. Shanghai Alison Group Company, Ltd. $60.4 NANA NANA NA
2/19/2004 BH Steel Zeljezara Zenica doo LNM Group NA
NA NANA NANA NA
2/18/2004 National Steel Corporation (Philippines) Global Infrastructure Holdings, Inc. NA
NA NANA NANA NA
2/17/2004 Konig SpA Thule AB NA
NA NANA NANA NA
2/16/2004 Mitsubishi Motors Corporation - Ryowa sheet & Metal Processing Company Futaba Industrial Company, Ltd. (OTC: FBIL.F) NA
NA NANA NANA NA
2/12/2004 Resita SA Sinara Handel GmbH NA
NA NANA NANA NA
2/10/2004 Agor AG - Karl Konzelmann Metallschmelzwerke GmbH Bakuti Vierundzwanzigste Beteiligungs GmbH NA
NA NANA NANA NA
2/4/2004 Wentworth Resources Pty Ltd. Goldcrest Resources Ltd. $0.4 NANA NANA NA
2/3/2004 Nemuno UAB OAO Mechel Steel Group Ltd. (MECH.RS) NA
NA NANA NANA NA
2/3/2004 Algoma Steel, Inc. - Sault Ste. Marie, Ontario Facility Techint - Tenaris SA $9.6 NANA NANA NA
1/23/2004 Chori Company, Ltd. (Exchange: Tokyo) - Chori Advanced Materials Corporation Investor Group led by Mizuho Capital Partners NA
NA NANA NANA NA
1/23/2004 Bernhard Metals Ltd. Park & Paterson NA
NA NANA NANA NA
1/20/2004 OAO Elektrotsink Urals Mining & Metallurgical Company JSC NA
NA NANA NANA NA
1/19/2004 Jiangyin Xingcheng Special Steel Works Company CITIC Pacific, Ltd. (Exchange: Hong Kong) $68.8 NANA NANA NA
1/16/2004 Cometal Engineering SpA Trevisan SpA $52.7 NANA NANA NA
1/16/2004 Midalia Steel Pty Ltd. OneSteel Ltd. (OTC: OSTLF) NA
NA NANA NANA NA
1/13/2004 McArthur Faull Steel Stockholders Ellis Steel Stockholders Ltd. NA
NA NANA NANA NA
1/6/2004 Aluminum Dunkerque Smelter Alcan, Inc. (NYSE: AL) $791.3 NANA NANA NA
1/6/2004 Hong Leong Asia Ltd. (Singapore: HLAA) - building materials unit Mitsui & Company, Ltd. (OTC: MITSY) $41.2 NANA NANA NA
12/29/2003 NV Aliplast Belgium SA Investor Group $358.0 1.4x NANA NA
12/26/2003 Manoir Industries - Outreau Operations Of Manoir Industries S.A. Vastera, Inc. (NASDAQ: VAST) NA
NA NANA NANA NA
12/23/2003 Sidenor, S.A. - Villares Metals S.A. Boehler Edelstahl Gmbh-Uddeholm AG NA
NA NANA NANA NA
12/16/2003 Arcelor S. A. (Euronext Paris: LOR) - Dikema Stal A.S. Rautaruukki Oy - CCB Stal A.s. NA
NA NANA NANA NA
12/12/2003 Impexmetal S.A. - Odlewnia Drawski Zeliwa S.A. DrawInvest Sp. z oo $0.5 NANA NANA NA
12/11/2003 Alcan, Inc. - Pieve Emanuele Aluminium Extrusion Operations Aliberico S.A. $12.2 NANA NANA NA
12/11/2003 Mapress Holding GmbH Geberit International AG $455.4 1.6x NANA NA
12/10/2003 Vernon Stainless Limited Klöckner & Co AG NA
NA NANA NANA NA
12/5/2003 Zincheria Ponto Rosso SRL ZinCol Italia S.p.A NA
NA NANA NANA NA
12/5/2003 Alfa Group Consortium - Sibelectrostal (KMK) Finam Investment Holding NA
NA NANA NANA NA
12/4/2003 Fabrika Kablova Zajecar d.o.o. East Point Holding Ltd. (EPH) $0.6 NANA NANA NA
12/2/2003 Votorantim - Maranhao Gusa SA Margusa Gerdau, S.A. $17.9 NANA NANA NA
12/2/2003 Apos AD Private Group Led by Branislav Ilic $0.1 NANA NANA NA
11/28/2003 Bezhetskaya Stal TransMashHolding Group - ELITARTRANS Company $2.0 NANA NANA NA
11/26/2003 Hanbo Iron & Steel Company, Limited Tata Group NA
NA NANA NANA NA
11/20/2003 Great Wall Special Iron and Steel Group Company Limited Panzhihua Iron & Steel Group Company NA
NA NANA NANA NA
11/19/2003 Tonsberg Magnesium Group A.S. Cellfabriken AB NA
NA NANA NANA NA
11/18/2003 Josef Gartner GmbH - Product Division Alco Hellas S.A. - Hermann Gutmann Werke AG NA
NA NANA NANA NA
11/18/2003 Zaklad Odlewniczy Mystal S.A. Altaivagon, OAO $1.2 NANA NANA NA
11/17/2003 PZU (Powszechny Zaklad Ubezpieczen) S.A. - Technologie Buczek S.A. Upper-Silesia Fund S.A. (GFR) $2.4 0.1x NANA NA
10/31/2003 Huta Ostrowiec SA-Plant Assets CELSA $14.7 NANA NANA NA
11/14/2003 Mechel Zeljezara Mechel Metal Supply International Limited NA
NA NANA NANA NA
11/14/2003 Conares Metal Supply International Limited - Cost S.A. Mechel Metal Supply International Limited NA
NA NANA NANA NA
11/14/2003 Conares Metal Supply International Limited - SC Industria Sarmei S.A. Mechel Metal Supply International Limited NA
NA NANA NANA NA
11/12/2003 ALFA-ECO Group - Amurmetall OAO Russky Ugol NA
NA NANA NANA NA
11/12/2003 Midland Mechanical Developments Limited Private Group Led By Management of Midland Mechani NA
NA NANA NANA NA
11/12/2003 Metaleurop Nord S.A. SITA Group NA
NA NANA NANA NA
11/4/2003 Hubei Aluminum Smelter Wuhan Yuantai Investment Company, Limited NA
NA NANA NANA NA
11/4/2003 Triplex Components Group Limited Management Buyout led by David Clarkson NA
NA NANA NANA NA
10/30/2003 Georg Fischer AG - Georg Fischer Leichtmetallgiesserei GmbH Ernest-Management Consulting GmbH NA
NA NANA NANA NA
10/29/2003 Alucast Diecastings Limited Private Group Led by Tony Sartorius and John Swift $5.0 0.5x NANA NA
10/23/2003 Krasny Oktyabr ZAO Midland Resources Holding Limited NA
NA NANA NANA NA
10/16/2003 R&T International Metal Service NA
NA NANA NANA NA
10/16/2003 Kyshtym Electrolytic Copper Plant Private Group Led by Igor Altushkin NA
NA NANA NANA NA
10/14/2003 Tangua, Inc. Companhia Siderurgica Nacional, S.A. $175.0 NANA NANA NA
10/3/2003 Solikamsk Magnesium Plant, JSC Silvinit, JSC NA
NA NANA NANA NA
10/2/2003 Unis ALPOS Metal Products and Equipment Manufacturing, Limited NA
NA NANA NANA NA
9/30/2003 ST Tubinox S.A. Silcotub S.A. (Bucharest: SLC) $2.3 0.8x NANA NA
9/29/2003 Gesil Ltd. - Liepajas Metalurgs A.S. Management Group NA
NA NANA NANA NA
9/26/2003 Johan Vinje Stal A.S. - Metal Wholesaling business Rautaruukki Oyj NA
NA NANA NANA NA
9/25/2003 Vinnizavtormet ZAO MAIR Industrial Group NA
NA NANA NANA NA
9/24/2003 Far Eastern Metal JSC EvrazHolding NA
NA NANA NANA NA
9/21/2003 Decrusa SL Samaplast S.A. NA
NA NANA NANA NA
9/19/2003 Suez S.A. (NYSE: SZE) - Coditel Brabant S.A. Altice One SAS NA
NA NANA NANA NA
9/18/2003 Industrial Union of Donbas - Khartsynsky Tube & Pipe Works JSC System Capital Management NA
NA NANA NANA NA
9/16/2003 Macalloy Ltd. Management Group NA
NA NANA NANA NA
9/15/2003 TUI AG (XETRA: TUI) - Amalgamated Metal Corporation Management Group $225.9 NANA NANA NA
9/12/2003 Shanghai Baosteel Group Corporation Baoshan Iron & Steel Company, Ltd. $54.7 NANA NANA NA

Notes:
Sources: Mergerstat, Thomson Financial, SEC filings press releases and Bloomberg.
Pechiney SA’s acquisition of Corus’s aluminum assets has been excluded from Houlihan Lokey’s analysis because of the transaction’s cancellation.
The merger between Corus and CSN has been excluded from our analysis as a result of the transaction being canceled.

Page 32
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)

Selected International LTM M&A Transactions (continued)


Announce EV EV/ EV/ EV/
Date Seller Buyer ($MM) Revenue EBITDA EBIT
9/12/2003 Yantai Lubao Steel Tube Company, Ltd. Baoshan Iron & Steel Company, Ltd. $33.6 NANA NANA NA
9/12/2003 Shanghai Baogang Yichang Thin Sheet Company, Ltd. Baoshan Iron & Steel Company, Ltd. $168.2 NANA NANA NA
9/11/2003 Franke Usa Holding, Inc AG - Frankes-Metalbau Senn AG NA
NA NANA NANA NA
9/9/2003 Ferromet Steel, Inc. Koc Holding A.S. (Stuttgart: KRK) NA
NA NANA NANA NA
9/9/2003 Kia Steel Company, Ltd. Investor Group $326.7 NANA NANA NA
9/3/2003 Maximus Steel Manufacturing Investor Group NA
NA NANA NANA NA
9/2/2003 CCL Industries, Inc. - Container Division of CCL Industries, Inc. IntraPac LP $63.1 0.7x 4.1x 7.7x
9/2/2003 Farmet Povaska Bystrica A.S. Med Povrly A.S. NA
NA NANA NANA NA
9/2/2003 Nadvoitsky Aluminium Company. (KrAZ) Siberian Ural Aluminum Holding NA
NA NANA NANA NA
9/1/2003 KISWIRE Trading Company, Ltd. KIS Wire Ltd. NA
NA NANA NANA NA
8/31/2003 Stalservice AB Aalberts Industries N.V. NA
NA NANA NANA NA
8/29/2003 George H. Cook & Company, Ltd. Cogne UK Ltd. NA
NA NANA NANA NA
8/27/2003 Z-Group A.S. - Kovona KarvinB A.S. Karbon Invest A.S. NA
NA NANA NANA NA
8/27/2003 Achinsk Aluminum Company Rusal America Corporation. NA
NA NANA NANA NA
8/27/2003 Metalsint A.S. (Bratislava: ZVM) Vunar A.S. (Bratislava: VNR) $1.2 NANA NANA NA
8/27/2003 Xiamen Honglu Tungsten Molybdenum Xiamen Tungsten Company, Ltd NA
NA NANA NANA NA
8/27/2003 Ganzhou Hongfeil Tungsten & Molybdenum Xiamen Tungsten Company, Ltd NA
NA NANA NANA NA
8/27/2003 Chengdu Hongbo Industry Company, Ltd. Xiamen Tungsten Company, Ltd NA
NA NANA NANA NA
8/26/2003 Abakan Steel-Rolling Plant Khiminvest Construction Company. NA
NA NANA NANA NA
8/23/2003 Jiangsu Datun Alum Ind Co., Ltd. Shanghai Datun Energy NA
NA NANA NANA NA
8/22/2003 Montanwerke Brixlegg AG Safeguard International Fund LP NA
NA NANA NANA NA
8/21/2003 Baku Steel Company Birluk $24.3 NANA NANA NA
8/20/2003 Moldavkabel Sevkabel OAO $1.7 NANA NANA NA
8/19/2003 Abakansky Staleliteiny Zavod OAO Cheminvest Co. NA
NA NANA NANA NA
8/19/2003 Lusid SpA Acciaierie Venete SpA NA
NA NANA NANA NA
8/18/2003 Aluminium Company of Malaysia Berhad Wesama Sdn Bhd NA
NA NANA NANA NA
8/16/2003 Shenghua Group Zhejiang Shenghua Biok Biology Co., Ltd. NA
NA NANA NANA NA
8/15/2003 Woodmet Anodising & Fabrication Ltd. Management Group $8.4 NANA NANA NA
8/13/2003 Nisal Domal Inzenjering $0.5 NANA NANA NA
8/13/2003 ZSNP A.S. Penta Investments Ltd. $11.5 NANA NANA NA
8/12/2003 Reproservice Eurodigital GmbH Munchen Matthews International Corporation NA
NA NANA NANA NA
8/12/2003 Triplex Components Group Ltd. - Triplex Components Iron Division Management Group NA
NA NANA NANA NA
8/11/2003 Cold Rolling Industry Mycron Steel Bhd $35.3 NANA NANA NA
8/7/2003 TAD Metals-Service Centers Business ThyssenKrupp Acciai Speciali NA
NA NANA NANA NA
8/6/2003 Downer EDI Ltd-Foundry Business Central Queensland Mining NA
NA NANA NANA NA
8/6/2003 Secomex Mnfg(M)Sdn Bhd Lion Corp Bhd NA
NA NANA NANA NA
8/4/2003 Petrotub SA (RASDAQ: PTRO) LNM Group $61.6 NANA NANA NA
8/4/2003 Siderurgica Romania JSC (RASDAQ: SIDG) LNM Group $27.7 NANA NANA NA
8/1/2003 Tomen Corp-Nickel Metal Whl Mitsui & Co., Ltd. NA
NA NANA NANA NA
7/31/2003 Trident Alloys, Ltd. - Alloys & Pigmets Business MFC Bancorp Ltd. (Nasdaq: MXBIF) NA
NA NANA NANA NA
7/31/2003 Chelyabinsk Zinc Plant Chelyabinsk Rolling Plant NA
NA NANA NANA NA
7/31/2003 Iljin Corporation Iljin Electric Company, Ltd. NA
NA NANA NANA NA
7/31/2003 Arcelor S.A.(Euronext Paris: LOR) - Steel Tubes Business Conducciones y Derivados S.A. NA
NA NANA NANA NA
7/30/2003 Tateyama Aluminum Industry Company Sankyo Aluminium Industry Company NA
NA NANA NANA NA
7/29/2003 Middelfart Galvanisering A/S Dansk Overflade Teknik A/S NA
NA NANA NANA NA
7/28/2003 Baki Poladtokme OJSC Birlik UZAY NA
NA NANA NANA NA
7/28/2003 Kominment Dnepropetrovsky Metallurgical Plant OJSC Private Intertrading CJSC $3.4 NANA NANA NA
7/23/2003 Huta Stali Czestochowa LNM Group $37.8 0.1x NANA NA
7/23/2003 Cost S.A. Conares Metal Supply Ltd. $41.7 NANA NANA NA
7/18/2003 Mechel Steel Group Ltd. (RTS: MECH) Magnitogorsk Iron & Steel Work NA
NA NANA NANA NA
7/17/2003 Firth Rixson PLC - Ground Flat Stock Management Group NA
NA NANA NANA NA
7/16/2003 Palini & Bertoli SpA Palber Uno SpA (Management Group) NA
NA NANA NANA NA
7/16/2003 CHEMK Kuznetskiye Ferrosplavy NA
NA NANA NANA NA
7/14/2003 Ferrosta spol sro ThyssenKrupp AG (German: TKA) NA
NA NANA NANA NA
7/10/2003 Nichimen Corporation - Steel Products Business Sumitomo Corporation. (FSE: SUM) $109.4 0.1x NANA NA
7/9/2003 Aluminium Dunkerque S.A. Pechiney (NYSE: PY) $670.6 NANA NANA NA
7/8/2003 Meizhou Mingzhu Zhilian Co., Ltd. Meizhou Jinda Invest Co., Ltd. NA
NA NANA NANA NA
7/7/2003 Pechiney SA (NYSE: PY) Alcan Inc. (NYSE: AL) $4,305.6 0.4x 5.0x 8.2x
7/9/2003 Aluminium Dunkerque S.A. Pechiney (NYSE: PY) $670.6 NANA NANA NA
7/7/2003 Dunaferr Rt. Mechel Steel Group Ltd. (RTS: MECH) NA
NA NANA NANA NA
7/7/2003 Vitol Holding BV - Chelyabinsk Zinc Plant JSC Chelyabinsk Tube Rolling Plant OAO NA
NA NANA NANA NA
7/4/2003 Duferco Group - Pallanzeno VB Arcelor S.A.(Euronext Paris: LOR) NA
NA NANA NANA NA
7/3/2003 NI Steel Products Company, Ltd. NIK Metal Corporation NA
NA NANA NANA NA
7/1/2003 The Factory of Ferroalloys Zestafonsky DCM DECOmetal International Trading GmbH $13.9 NANA NANA NA
7/1/2003 Alucom - Invest - ZAO Alucom - Taishet RusAl NA
NA NANA NANA NA
7/1/2003 ProfilGruppen AB (SX: PROFB) - Bjorn Jonsson AB Private Group Led By Bjorn Jonsson and Jan Peterss NA
NA NANA NANA NA
7/1/2003 Lusty EMS Pty Ltd. MaxiTrans Industries Limited (ASX: MXI) $4.1 NANA NANA NA
7/1/2003 SIG Corpoplast HmbH Company & KG Engel Austria GmbH NA
NA NANA NANA NA

Low $0.1 0.02x 4.1x 7.7x


High $4,305.6 1.62x 5.0x 8.2x

Median $26.0 0.37x 4.5x 7.9x


Mean $169.1 0.54x 4.5x 7.9x

Notes:
Sources: Mergerstat, Thomson Financial, SEC filings press releases and Bloomberg.
Pechiney SA’s acquisition of Corus‘s aluminum assets has been excluded from Houlihan Lokey’s analysis because of the transaction’s cancellation.
The merger between Corus and CSN has been excluded from our analysis as a result of the transaction being canceled.

Page 33
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)


Selected Latest Twelve Month Financing Transactions
) The number and total dollar amount of metals-related bank financings rose during the second
quarter. In the second quarter, there were 55 announced financings, representing total debt financing
of $12.4 billion, compared with 44 transactions and $9.9 billion of issued senior debt during the first
quarter of 2004.
) During the quarter, companies with competitive positions and strengthening balance sheets were able
to access the debt capital markets.
¾ Metal Management, Inc. entered into a new credit agreement with a consortium of lenders led
by LaSalle Bank, N.A., representing a credit commitment of $200 million with a maturity date
of June 28, 2008.
¾ On June 4, SDI announced that it would launch syndication of a new $225 million senior
secured revolving credit facility. In addition to refinancing certain existing senior secured
debt, including SDI’s term loan B facility of $110 million, proceeds from the revolving credit
facility will be available for working capital and other general corporate purposes.
¾ ISG registered to swap $600 million of 6.5 percent senior notes due 2014 for all outstanding
like notes. The new notes are substantially similar to the previous notes except for transfer
restrictions, registration rights and special interest provisions relating to the outstanding notes
that will not apply to the exchange notes. Interest on the new notes will be payable in cash
semiannually beginning on Oct. 15. The previous notes were originally issued in a private
offering on April 14. ISG will not receive any proceeds from the issuance of the new notes.
¾ Brazilian steelmaker CSN placed $162 million in eight-year securities backed by export
receivables on June 3. The securities were sold at 350 basis points over five-year U.S.
Treasurys, and demand surpassed $200 million. The deal was part of an ongoing securitization
program meant to improve the profile of CSN's debt. CSN has placed $430 million so far,
including two placements that brought in $267 million last year.
¾ OAO Severstal issued $375 million worth of 10-year, 9.25 percent eurobonds in April. Fitch
Ratings assigned a B rating to the bonds with a stable outlook.
) Corus, however, decided to withdraw its offer of a bond and tender offer for its 5-3/8 pct bonds due
in 2006. Corus had announced on April 30 its intention to offer approximately 500 mln eur of senior
notes due in 2011 to refinance existing bonds maturing in 2006 - 2008. Since that announcement,
Corus said conditions in the debt markets have deteriorated materially in response to global events
outside its control and, as a result, has decided to withdraw its offer.

Page 34
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)


Selected Latest Twelve Month Financing Transactions (continued)
) On May 21, AK completed the early redemption of the remaining $62.5 million principal amount of
its senior secured notes due December 2004. The notes were part of an original $250 million issue
that provided a portion of the financing for the construction of AK’s Rockport Works in southwestern
Indiana, which began operations in 1998. AK said it redeemed the notes as part of its plan to reduce
its debt. A portion of the proceeds from its recent sales of Greens Port Industrial Park and Douglas
Dynamics LLP will also be used to reduce AK’s debt.
) AK has entered into a $300 million, three-year revolving credit facility, secured by trade receivables,
with a syndicate of lenders. The facility replaces an existing accounts receivable credit facility that
was to expire on September 30, 2004. The loan would be used for general corporate purposes. AK
also has a $400 million, five-year credit facility, secured by inventory, that expires in July 2008.
) Credit market conditions improved during the second quarter, with an average total debt-to-EBITDA
multiple of 4.4x compared with 4.0x in 2003. Houlihan Lokey expects continued expansion in the
credit market as the U.S. economy continues to improve.

Page 35
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)


Selected Latest Twelve Month Financing Transactions (continued)
Loan Amount ($MM) Rate Information
Term <1 Year > 1 Year Other Spread Over Debt
Date Borrower Loan Facility Revolver Loans Drawn Undrawn Rating Purpose
06/30/04 Steel Dynamics $230.0 +200 +37.5 B+ Corporate Purposes
06/23/04 Russian Aluminium [RusAl] $400.0 +260 +10 NR Debt Repayment
06/23/04 Russian Aluminium [RusAl] $400.0 N/A N/A NR Debt Repayment
06/18/04 Beck Aluminium Corp $35.0 N/A N/A NR Working Capital
06/18/04 Ta Chen Stainless Pipe Co Ltd $59.5 N/A N/A N/A Corporate Purposes
06/17/04 Aluminium Pechiney $54.2 +300 +50 NR Trade Finance
06/17/04 Pechiney Rhenalu $60.2 +300 N/A NR Trade Finance
06/17/04 UTI Corp $190.0 +300 N/A B+ LBO/MBO
06/17/04 UTI Corp $40.0 +305 +37.5 B+ LBO/MBO
06/17/04 UTI Corp $194.0 +330 N/A B+ LBO/MBO
06/16/04 Khuzestan Steel Co $100.0 +75 +15 NR Working Capital
06/11/04 Stein Inc $10.0 N/A N/A NR Working Capital
06/11/04 Stein Inc $12.6 N/A N/A NR Working Capital
06/10/04 AO Smith Corp $265.0 N/A N/A NR Corporate Purposes
06/10/04 Sumitomo Metal Industries Ltd $914.0 +40 +16 N/A Corporate Purposes
06/07/04 Sterlite Industries (India) Ltd $67.6 N/A N/A N/A Corporate Purposes
06/04/04 RTI International Metals Inc $90.0 N/A N/A NR Corporate Purposes
06/03/04 Umicore SA $550.9 N/A N/A NR Corporate Purposes
05/28/04 Wah Seong Corp Bhd $52.6 +175 N/A N/A Debt Repayment
05/28/04 Southern Steel Bhd $85.0 +225 N/A N/A Debt Repayment
05/28/04 Leader Universal Holdings Bhd $39.5 +300 +50 N/A Debt Repayment
05/27/04 AKS Receivables LLC $300.0 N/A N/A NR Corporate Purposes
05/26/04 Belden Inc $75.0 N/A N/A NR Corporate Purposes
05/20/04 Republic Engineered Steels Inc $200.0 N/A N/A NR Corporate Purposes
05/17/04 Korea Zinc Co Ltd $50.0 +350 +50 N/A Corporate Purposes
05/13/04 SUAL Holding [Siberian Urals Aluminium Co], OAO Timan Ba $30.0 +350 N/A NR Project Finance
05/13/04 SUAL Holding [Siberian Urals Aluminium Co], OAO Timan Ba $45.0 +275 N/A NR Project Finance
05/06/04 Werner Holding $50.0 +160 +25 B Corporate Purposes
05/06/04 Werner Holding $172.5 N/A N/A B Corporate Purposes
05/05/04 Wise Alloys LLC $75.0 N/A N/A NR Corporate Purposes
04/30/04 Majestic Steel USA Inc $50.0 N/A N/A NR Working Capital
04/29/04 Zhangjiagang POSCO Stainless Steel Co Ltd $130.0 N/A N/A N/A Project Finance
04/29/04 Zhangjiagang POSCO Stainless Steel Co Ltd $200.0 N/A N/A N/A Project Finance
04/29/04 Zhangjiagang POSCO Stainless Steel Co Ltd $70.0 +17 N/A N/A Project Finance
04/28/04 Traxys SA $450.1 +19 N/A NR Debt Repayment
04/23/04 BlueScope Steel Ltd $150.0 +260 N/A N/A Acquisition Line
04/23/04 Alcoa Inc $1,000.0 N/A N/A A- Corporate Purposes
04/23/04 Alcoa Inc $1,000.0 N/A N/A A- Corporate Purposes
04/19/04 Apro, Kazakhmys Corp $100.0 +35 +7.5 NR Trade Finance
04/16/04 Kinsteel Bhd $26.3 +100 +12.5 N/A Working Capital
04/15/04 Kurimoto Ltd $92.1 +300 N/A N/A Corporate Purposes
04/14/04 Alcan Inc $3,000.0 +325 N/A A- Corporate Purposes
04/12/04 Rea Magnetic Wire $45.0 N/A N/A NR Corporate Purposes
04/12/04 Haynes International $83.0 +250 +50 NR Corporate Purposes
04/12/04 Haynes International $17.0 +175 N/A NR Corporate Purposes
04/11/04 LNM Group $200.0 +250 N/A NR Corporate Purposes
04/08/04 Severstal JSC/OAO $275.0 +250 N/A B+ Takeover
04/08/04 Schmolz+Bickenbach KG $33.8 +250 N/A NR Debt Repayment
04/08/04 Schmolz+Bickenbach KG $21.8 +250 N/A NR Debt Repayment
04/08/04 Schmolz+Bickenbach KG $31.0 N/A N/A NR Debt Repayment
04/08/04 Schmolz+Bickenbach KG $7.9 N/A N/A NR Debt Repayment
04/08/04 Schmolz+Bickenbach KG $56.3 N/A N/A NR Debt Repayment
04/02/04 Qatar Steel Co [Qasco] $400.0 + N/A NR Project Finance
04/01/04 SUAL Holding [Siberian Urals Aluminium Co], OAO Timan Ba $30.0 + N/A NR Project Finance
04/01/04 SUAL Holding [Siberian Urals Aluminium Co], OAO Timan Ba $45.0 + N/A NR Project Finance
03/31/04 JW Aluminum Company $96.5 +325.0 N/A NR Acquisition Line
03/31/04 JW Aluminum Company $96.5 +350.0 N/A NR Acquisition Line
03/31/04 JW Aluminum Company $96.5 +825.0 N/A NR Acquisition Line
03/28/04 Aluminium Bahrain [ALBA] BSC $450.0 N/A N/A NR Project Finance
03/28/04 Aluminium Bahrain [ALBA] BSC $450.0 N/A N/A NR Project Finance
03/26/04 Evraz Holding $30.0 +370.0 N/A NR Trade finance
03/25/04 Alcan, Inc. $3,000.0 N/A N/A A- Corporate Purposes
03/25/04 Fukuda Metal & Power Company Ltd. $28.3 N/A N/A N/A Corporate Purposes
03/24/04 International Wire Group $140.0 +275.0 N/A NR Debtor-in-Possesion
03/24/04 International Wire Group $140.0 +800.0 N/A NR Debtor-in-Possesion
03/24/04 Metals USA $50.0 +250.0 N/A NR Corporate Purposes

Notes:
Source: Loan Pricing Corporation.
Financing data represent senior placements of bank debt and are all non-public offerings.
Page 36
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)


Selected Latest Twelve Month Financing Transactions (continued)
Loan Amount ($MM) Rate Information
Term <1 Year > 1 Year Other Spread Over Debt
Date Borrower Loan Facility Revolver Loans Drawn Undrawn Rating Purpose
03/24/04 Sumitomo Light Metal Industries Ltd. $123.4 N/A N/A N/A Corporate Purposes
03/22/04 Furukawa Company Ltd. $92.5 N/A N/A N/A Corporate Purposes
03/19/04 Birla Nifty Pty Ltd. $149.7 N/A N/A N/A Project Finance
03/16/04 Kikukawa Kogyo Company Ltd. $8.3 N/A N/A N/A Working Capital
03/16/04 Kikukawa Kogyo Company Ltd. $8.3 N/A N/A N/A Working Capital
03/14/04 Esfahan Steel Company $60.0 N/A N/A NR Corporate Purposes
03/12/04 Metrod (Malaysia) Bhd $33.8 N/A N/A N/A Acquisition Line
03/12/04 Zhangjiagang POSCO Stainless Steel Company Ltd. $400.0 +35.0 N/A N/A Project Finance
03/12/04 Zhangjiagang POSCO Stainless Steel Company Ltd. $400.0 +47.5 N/A N/A Project Finance
03/12/04 Zhangjiagang POSCO Stainless Steel Company Ltd. $400.0 N/A N/A N/A Project Finance
03/05/04 SUAL Holding [Siberian Urals Aluminium Co] $470.0 +250.0 N/A NR Debt Repayment
03/04/04 Alro SA $48.8 N/A N/A NR Corporate Purposes
03/01/04 Bayou Steel Corporation $45.0 N/A N/A D Exit financing
02/27/04 Jinbang Steel Company Ltd. $26.0 +210.0 N/A N/A Corporate Purposes
02/27/04 Jinbang Steel Company Ltd. $26.0 +235.0 N/A N/A Corporate Purposes
02/27/04 Keystone Consolidated Industries $55.0 N/A N/A NR Debtor-in-Possesion
02/27/04 Ocean Grand Holdings Ltd. $38.5 N/A N/A N/A Debt Repayment
02/24/04 JFE Holdings, Inc. $46.2 N/A N/A N/A Corporate Purposes
02/20/04 Nippon Seisen Company Ltd. $18.3 N/A N/A N/A Corporate Purposes
02/18/04 Oatey Company $35.0 +100.0 N/A NR Working Capital
02/17/04 USS Posco $125.0 +275.0 N/A NR Corporate Purposes
02/06/04 Nordural [Nordic Aluminium] $500.0 N/A N/A NR Project Finance
02/06/04 United Stars Holdings $45.1 +275.0 N/A NR Corporate Purposes
02/06/04 United Stars Holdings $45.1 +275.0 N/A NR Corporate Purposes
02/06/04 United Stars Holdings $45.1 +275.0 N/A NR Corporate Purposes
02/06/04 United Stars Holdings $45.1 +275.0 N/A NR Corporate Purposes
01/31/04 Commscope, Inc. $185.0 +250.0 N/A BBi Acquisition Line
01/31/04 Commscope, Inc. $185.0 +275.0 N/A BBi Acquisition Line
01/31/04 JFE Holdings Inc $992.8 N/A N/A N/A Corporate Purposes
01/30/04 Dayton Superior Corp, $80.0 +250.0 N/A B+ Corporate Purposes
01/26/04 Nippon Kinzoku Co Ltd. $28.2 N/A N/A N/A Corporate Purposes
01/26/04 Nippon Kinzoku Co Ltd. $28.2 N/A N/A N/A Working Capital
01/15/04 Encore Wire Corp $125.0 +125.0 N/A NR Working Capital
01/14/04 Russian Aluminium [RusAl] $300.0 +325.0 N/A NR Corporate Purposes
01/07/04 Olex Cables $84.4 N/A N/A N/A Debt Repayment
12/29/03 OAO Nizhny Tagil Iron & Steel Plant $50.0 +375.0 N/A NR Trade finance
12/29/03 OAO West Siberian Iron & Steel $50.0 +375.0 N/A NR Corporate Purposes
12/23/03 Brush Engineered Materials $105.0 +325.0 N/A NR Corporate Purposes
12/23/03 Brush Engineered Materials $105.0 +350.0 N/A NR Corporate Purposes
12/23/03 Brush Engineered Materials $105.0 +275.0 +37.5 NR Corporate Purposes
12/19/03 Tubos de Acero de Mexico SA $150.0 +80.0 N/A NR Corporate Purposes
12/17/03 Siberian Urals Aluminium Company $400.0 +250.0 N/A NR Debt Repayment
12/15/03 JSC Severstal $165.0 N/A N/A NR Equip. Purch.
12/15/03 Schmolz+Bickenbach KG $61.5 N/A N/A NR Lease finance
12/09/03 Empresa Nacional de Mineria $70.0 +87.5 N/A NR Trade finance
12/09/03 Precision Castparts Corporation $700.0 +125.0 +25.0 BBB- Acquisition Line
12/09/03 Precision Castparts Corporation $700.0 +125.0 N/A BBB- Acquisition Line
12/09/03 Precision Castparts Corporation $300.0 +125.0 N/A BBB- Acquisition Line
12/05/03 AK Steel Holdings Corporation $400.0 +225.0 +75.0 B+ Working Capital
12/02/03 Dayton Superior Corporation $80.0 N/A N/A B+ Working Capital
12/02/03 JW Aluminum Company $72.5 +275.0 +50.0 NR Acquisition Line
12/02/03 JW Aluminum Company $72.5 +450.0 N/A NR Acquisition Line
12/02/03 JW Aluminum Company $72.5 +300.0 N/A NR LBO/MBO
11/26/03 Special Metals Corporation $200.0 +325.0 N/A NR Corporate Purposes
11/24/03 General Cable Corporation $240.0 +275.0 +50.0 B+i Working Capital
11/21/03 Stelco Steel $350.0 +275.0 N/A NR Working Capital
11/18/03 Atmosphere Annealing, Inc. $13.2 +363.0 N/A NR Debt Repayment
11/18/03 Atmosphere Annealing, Inc. $13.2 +225.0 N/A NR Debt Repayment
11/18/03 Atmosphere Annealing, Inc. $13.2 +305.0 N/A NR Debt Repayment
11/18/03 Atmosphere Annealing, Inc. $13.2 +250.0 N/A NR Debt Repayment
11/18/03 OmniSource $130.0 +125.0 +25.0 NR Corporate Purposes
11/10/03 Superior Telecom $120.0 +225.0 N/A NR Exit financing
11/06/03 Kia Steel Company Limited $127.0 N/A N/A NR Corporate Purposes
11/06/03 Kinsteel Bhd $26.3 N/A N/A NR Working Capital
10/29/03 Klockner Iberica SL $46.7 +190.0 N/A NR Corporate Purposes
10/29/03 Smorgon Steel Group Limited $316.6 N/A N/A NR Debt Repayment
10/29/03 Smorgon Steel Group Limited $316.6 N/A N/A NR Debt Repayment
10/29/03 Smorgon Steel Group Limited $316.6 N/A N/A NR Debt Repayment
10/28/03 CITIC Portland Finance 1 Pty Ltd. $100.0 N/A N/A NR Debt Repayment
Notes:
Source: Loan Pricing Corporation.
Financing data represent senior placements of bank debt and are all non-public offerings.
Page 37
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

M&A and Financing Market Analysis (continued)


Selected Latest Twelve Month Financing Transactions (continued)

Loan Amount ($MM) Rate Information


Term <1 Year > 1 Year Other Spread Over Debt
Date Borrower Loan Facility Revolver Loans Drawn Undrawn Rating Purpose
10/28/03 CITIC Portland Finance 1 Pty Ltd. $100.0 N/A N/A NR Debt Repayment
10/23/03 Mueller Industries $150.0 N/A N/A NR Corporate Purposes
10/13/03 New Best Wire Industrial Company, Ltd. $20.8 N/A N/A NR Debt Repayment
10/13/03 New Best Wire Industrial Company, Ltd. $20.8 N/A N/A NR Debt Repayment
10/10/03 Alcan, Inc. $4,000.0 N/A N/A A- Corporate Purposes
10/09/03 Belden, Inc. $75.0 +225.0 +37.5 NR Capital Expenditure
10/08/03 Neenah Foundry Company $92.1 +275.0 N/A CCC+ Corporate Purposes
10/08/03 Neenah Foundry Company $92.1 +325.0 N/A CCC+ Corporate Purposes
10/06/03 IMCO Recycling $120.0 +275.0 +50.0 NR Working Capital
09/30/03 IMCO Recycling $120.0 NA NA NR Corporate Purposes
09/30/03 Marubeni Itochu Steel, Inc. $89.7 NA NA NR Corporate Purposes
09/30/03 Mitsubishi Steel Manufacturing Company, Ltd. $53.8 NA NA NR Corporate Purposes
09/30/03 Mitsubishi Steel Manufacturing Company, Ltd. $53.8 NA NA NR Corporate Purposes
09/30/03 PNA Group, Inc. $165.0 +250.0 NA NR Corporate Purposes
09/30/03 PNA Group, Inc. $30.0 +270.0 NA NR Corporate Purposes
09/29/03 Belden, Inc. $75.0 +225.0 NA NR Corporate Purposes
09/29/03 Preussag International Steel Corporation $165.0 +250.0 NA NR Corporate Purposes
09/29/03 Preussag International Steel Corporation $30.0 +270.0 NA NR Corporate Purposes
09/26/03 Sanyo Special Steel Company, Ltd. $89.6 NA NA NR Corporate Purposes
09/25/03 Kobe Steel, Ltd. $285.3 NA NA NR Corporate Purposes
09/25/03 Kobe Steel, Ltd. $178.3 NA NA NR Corporate Purposes
09/25/03 Kobe Steel, Ltd. $178.3 NA NA NR Corporate Purposes
09/25/03 Kobe Steel, Ltd. $13.4 NA NA NR Working Capital
09/23/03 Nucor Corporation $125.0 +25.0 +6.0 A+ Working Capital
09/17/03 Sahaviriya Steel Industries Public Company, Ltd. $44.3 NA NA NR Corporate Purposes
09/17/03 Sahaviriya Steel Industries Public Company, Ltd. $35.7 NA NA NR Corporate Purposes
09/17/03 Sahaviriya Steel Industries Public Company, Ltd. $18.5 NA NA NR Corporate Purposes
09/16/03 Bharat Aluminium Company., Ltd. $218.3 NA NA NR Project Finance
09/16/03 Nordural (Nordic Aluminium) $450.0 NA NA NR Project Finance
09/02/03 Algoma Steel $200.0 +200.0 +50.0 NR Corporate Purposes
09/02/03 Nordural (Nordic Aluminium) $185.0 +165.0 NA NR Debt Repayment
09/01/03 Yodogawa Steel Works $42.9 NA NA NR Corporate Purposes
08/29/03 Furukawa Electric Company, Ltd. $85.6 NA NA NR Corporate Purposes
08/29/03 Sumitomo Light Metal Industries, Ltd. $21.4 NA NA NR Corporate Purposes
08/29/03 Sumitomo Light Metal Industries, Ltd. $22.2 NA NA NR Corporate Purposes
08/29/03 Sumitomo Light Metal Industries, Ltd. $12.8 NA NA NR Corporate Purposes
08/28/03 Steel Resources $14.0 NA NA NR Corporate Purposes
08/28/03 Steel Resources $49.0 NA NA NR Corporate Purposes
08/19/03 ThyssenKrupp AG $500.0 +45.0 +18.0 BB+ Debt Repayment
08/19/03 Yieh Loong Enterprises Company, Ltd. $87.4 NA NA NR Debt Repayment
08/19/03 Yieh Loong Enterprises Company, Ltd. $204.0 NA NA NR Debt Repayment
08/15/03 Russian Aluminium [RusAl] $300.0 +325.5 NA NR Corporate Purposes
08/08/03 Commercial Metals Company $275.0 +87.5 +22.5 BBB Working Capital
08/08/03 Jindal Stainless, Ltd. $50.0 NA NA NR Project Finance
08/08/03 Mill Steel Company $30.0 NA NA NR Corporate Purposes
08/07/03 Steel Dynamics $164.0 +300.0 NA B+ Working Capital
08/04/03 Celsa Group $142.0 NA NA NR Other
08/04/03 JSC Severstal $50.0 NA NA NR Corporate Purposes
07/31/03 Corus Group Plc $1,347.4 +400.0 NA B Working Capital
07/31/03 Wheeling-Pittsburgh Steel Corporation $25.0 NA NA NR Other
07/31/03 Wheeling-Pittsburgh Steel Corporation $209.2 +200.0 NA NR Other
07/31/03 Wheeling-Pittsburgh Steel Corporation $15.8 NA NA NR Other
07/30/03 I/N Kote Corporation $45.0 +125.0 +25.0 NR Working Capital
07/28/03 JFE Holdings, Inc. $837.2 NA NA NR Corporate Purposes
07/25/03 Bodycote International Plc $315.8 NA NA NR Other
07/24/03 AK Steel Holdings Corporation $400.0 +225.0 +75.0 BB- Working Capital
07/21/03 AK Steel Holdings Corporation $300.0 +150.0 NA NR Corporate Purposes
07/11/03 Ispat Sidbec $100.0 +325.0 NA BBi Other
07/08/03 Alcan, Inc. $1,000.0 +25.0 +6.0 A- CP backup
07/04/03 AK Capital LLC $400.0 NA NA NR Acquisition Line
07/02/03 BHP Steel $200.0 NA NA NR Working Capital
07/02/03 BHP Steel $200.0 NA NA NR Working Capital
07/02/03 McJunkin Corporation $60.0 NA NA NR Corporate Purposes
Total $12,918.5 $8,677.5 $19,820.4 $1,803.8

Notes:
Source: Loan Pricing Corporation.
Financing data represent senior placements of bank debt and are all non-public offerings.
Page 38
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

Metals Equity Market Analysis


Market Review
) Most sub-sectors of the Metals Index experienced positive returns during the second quarter of 2004.
The Bar & Wire and Specialty sub-sectors were the best performing components of the Metals Index,
with Bar & Wire providing a quarterly return of 45.8 percent and Specialty returning 17.9 percent.
The Scrap sub-sector had the largest decline, with a quarterly equity loss of 9.7 percent, but is still up
nearly 250 percent percent during the latest twelve months (LTM). Aluminum showed the second-
largest decline, with a loss of 6.0 percent during the quarter.
) In comparison with the broad market indices, the 0.8 percent gain from Houlihan Lokey’s Metals
Index lagged behind most broad market indices, while the 4.4 percent return from Houlihan Lokey’s
International Producer Index outperformed all indices. The Dow Jones Industrial Index lost 0.4
percent in the second quarter, the S&P 500 Index returned 1.6 percent and the Russell 2000 Index
returned 4.2 percent.
) The LTM median EBITDA multiples decreased for most sub-sectors during the second quarter,
except for the aluminum sector. The multiple contraction experienced in the industry was primarily a
result of decreased equity performance, which outstripped changes in financial performance.
) The highest LTM median EBITDA multiple of 14.2x was in the integrated segment. At the end of
the second quarter, the Bar & Wire segment had the lowest LTM median multiple of 4.8x. The
International producers segment had the second lowest LTM EBITDA multiple of 5.2x and traded at
a discount to the Minimill segment median LTM EBITDA multiple of 10.5x.
) In general, analysts expect strong demand, increased pricing power, industry consolidation and a
continued economic recovery to raise earnings over the next year, as evidenced by decreasing NFY
multiples. NFY multiples showing increases in the second quarter were the International and
Aluminum sub-sector multiples. These increases may indicate that the market expects earnings
growth to slow in these sub-sectors over the coming months.

Page 39
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

Metals Equity Market Analysis (continued)


Summary Statistics

July 2, 2003 to June 30, 2004


200

18 0

16 0

14 0

12 0
Index

10 0

80

60

40

20

0
J ul-0 3 Aug -0 3 Sep -0 3 Oct -0 3 No v-0 3 Dec-0 3 J an-0 4 Feb -0 4 M ar-0 4 Ap r-0 4 M ay-0 4 J un-0 4

Ho ulihan Lo key M et als Ind ex Rus s ell 2 0 0 0 Ind ex


S&P 50 0 Ind ex Do w J o nes Ind us t rial Ind ex
Ho ulihan Lo key Internat io nal Pro d ucer Ind ex

Quarterly Sector Returns


Quarterly Equity Returns
3Q03 4Q03 1Q04 2Q04

Specialty/Non-Ferrous 7.9% 59.5% 4.6% 17.9%


Scrap 73.8% 31.5% 88.3% -9.7%
Service Centers/Processors 21.7% 2.2% 36.6% 11.2%
Bar and Wire 2.5% 17.9% 25.1% 45.8%
Aluminum 23.8% 15.2% 32.1% -6.0%
Tube and Pipe 6.5% -17.6% 20.5% 9.3%
Integrated 47.4% 14.6% 79.2% 11.5%
Minimills 25.5% 0.8% 33.1% 8.2%

Houlihan Lokey Metals Index 8.0% 40.1% -7.5% 0.8%


Houlihan Lokey International Producer Index 18.9% 16.6% 29.4% 4.4%
Russell 2000 Index 21.7% 8.2% 14.4% 4.2%
S&P 500 Index 13.7% 2.3% 10.2% 1.6%
Dow Jones Industrial Index 11.4% 3.6% 11.4% -0.4%

LTM EBITDA Multiple Summary NFY EBITDA Multiple Summary

Median LTM EBITDA Multiples Median NFY EBITDA Multiples


3Q03 4Q03 1Q04 2Q04 3Q03 4Q03 1Q04 2Q04

Specialty/Non-Ferrous 13.0x 9.7x 19.5x 9.0x Specialty/Non-Ferrous 5.9x 7.5x 9.9x 5.4x
Scrap 5.6x 7.4x 8.6x 7.3x Scrap 4.8x 6.3x 7.3x 6.6x
Service Centers/Processors 8.1x 9.9x 11.5x 9.9x Service Centers/Processors 7.3x 7.5x 7.4x 5.5x
Bar and Wire 9.5x 13.2x 11.6x 4.8x Bar and Wire 8.2x 6.6x 5.6x 1.4x
Aluminum 9.1x 9.1x 10.4x 10.6x Aluminum 6.0x 7.4x 6.0x 6.3x
Tube and Pipe 5.9x 7.6x 12.1x 9.3x Tube and Pipe 6.3x 7.2x 8.2x 3.3x
Integrated 5.7x 22.7x 36.4x 14.2x Integrated 5.7x 5.9x 5.7x 3.3x
Minimills 7.4x 10.7x 11.6x 10.5x Minimills 6.3x 7.4x 5.9x 4.4x
International 5.5x 5.5x 4.5x 5.2x International 4.6x 4.7x 4.2x 4.3x

Notes:
Sub-sector indices and Houlihan Lokey’s Metals Index are calculated on a stock price return basis. January 1, 2002=100.
Equity returns of Houlihan Lokey’s Metals Index exclude the performance of companies that filed for bankruptcy during the last 12 months.
Historical multiples reflect the performance of companies and are not adjusted for additions/deletions of companies from the industry.
Source: Factset
Page 40
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

Metals Equity Market Analysis (continued)


Specialty/Non-Ferrous Producers
(Figures in $ Millions, except per share data)

July 2, 2003 to June 30, 2004


300
280
260
240
220
200
18 0
Index

16 0
14 0
12 0
10 0
80
60
40
20
0
J ul-0 3 Aug -0 3 Sep -0 3 Oct-0 3 No v-0 3 Dec-0 3 J an-0 4 Feb -0 4 M ar-0 4 Ap r-0 4 M ay-0 4 J un-0 4

Ho ulihan Lo key M et als Ind ex S&P 50 0 Ind ex Sp ecialt y / No n-Ferro us

Company Highlights/Announcements

• 6/10/04 – Allegheny Technologies Incorporated announced that its board of directors declared a quarterly dividend of $0.06 per share of common stock. The
dividend is payable June 29, 2004, to stockholders of record at the close of business June 21, 2004. The board expects to continue to evaluate relevant factors
including results of operations, financial condition, cash flow and cash requirements in determining future dividends.
• 7/7/04 – Brush Engineered Materials Inc. (BW) announced that it has completed its previously announced public offering of 2.05 million primary shares of
common stock and 115,000 secondary shares of common stock sold by selling shareholders. The underwriters continue to have an option to purchase up to
an additional 324,750 primary shares of common stock to cover over-allotments as part of the public offering. Brush intends to use the proceeds from the
offering to repay a portion of the amounts outstanding under the credit facilities that are part of the refinancing Brush completed in December 2003. Any
remaining net proceeds will be used for working capital and general corporate purposes.
• 7/12/04 – Allegheny Technologies Incorporated (ATI) announced that it is making a public offering of 10 million shares of its common stock under its
effective shelf registration statement. The underwriters have the option to purchase for a period of 30 days up to 1.5 million additional shares to cover over-
allotments. ATI intends to use net proceeds from the offering to enhance its abilities to make opportunistic growth-oriented investments and to strengthen its
balance sheet

Current
Stock Price Fully Diluted Market Price / Earnings EV / EBITDA EV / EBIT EV / Revenue
Per Share as of Shares Value Enterprise
6/1/2004 Outstanding of Equity Value LTM NFY (a) LTM (b) NFY (c) LTM NFY (d) LTM

Allegheny Technologies, Inc. (e) $11.99 81.277 $974.5 $1,441.4 # 26.8 x # 11.1 x # 9.0 x # 5.4 x # 18.8 x # 7.8 x # 0.71 x

Brush Engineered Materials, Inc. $18.15 16.764 $304.3 $407.0 # MF


NMF 22.7 x # 21.6 M
xF 8.6 x # NMF
MF 15.0 x # 0.95 x

Carpenter Technology Corporation (e) $31.50 23.709 $746.8 $1,023.8 # 26.8 x # 11.1 x # 9.0 x # 5.4 x # 18.8 x # 7.8 x # 1.10 x

RTI Metals, Inc. (e) $14.64 21.282 $311.6 $240.3 # 113.9 M


xF 91.5 M
xF 37.6 M
xF 29.8 M
xF NMF
MF NMF NM 1.20 x

Titanium Metals Corporation (e) $90.99 3.180 $289.3 $483.3 # MF


NMF N/A/A 18.0 x # N/A/A NMF
MF N/A N/ 1.19 x

Low 26.8 x 11.1 x 9.0 x 5.4 x 18.8 x 7.8 x 0.71 x


High 26.8 x 91.5 x 18.0 x 8.6 x 18.8 x 15.0 x 1.20 x
Median 0.0 x 11.1 x 9.0 x 5.4 x 0.0 x 7.8 x 1.10 x
Mean 26.8 x 34.1 x 12.0 x 6.5 x 18.8 x 10.2 x 1.03 x

Footnotes:
Excluded from the Range.
(a) See Endnotes.
(b) See Endnotes.
(c) See Endnotes.
(d) See Endnotes.
(e) See Endnotes.
Source: Compustat, FactSet.

Page 41
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

Metals Equity Market Analysis (continued)


Scrap Processors
(Figures in $ Millions, except per share data)

July 2, 2003 to June 30, 2004


425

3 75

325

2 75
Index

225

175

12 5

75
J ul-0 3 Aug -0 3 Sep -0 3 Oct -0 3 No v-0 3 Dec-0 3 J an-0 4 Feb -0 4 M ar-0 4 Ap r-0 4 M ay-0 4 J un-0 4

Ho ulihan Lo key M et als Ind ex S&P 50 0 Ind ex Scrap Pro ces s o rs

Company Highlights/Announcements

ƒ 4/14/04 – Imco announced that Richard L. Kerr, Executive Vice President and President, Aluminum Operations, age 61, has been appointed by Imco’s
board of directors to serve as interim President and Chief Executive Officer. Mr. Kerr replaces Don V. Ingram, age 68, who has left Imco. Additionally,
Board member John E. Balkcom, age 56, was named chairman of the board. Imco also announced that the board has established a search committee and
will engage an executive search firm to identify qualified candidates to fill the position of CEO.

ƒ 5/5/04 – Schnitzer Steel (SCHN) announced that it is exploring strategic alternatives for, including the possible sale or merger of, its McMinnville,
Oregon steel mini mill, Cascade Steel Rolling Mills, Inc.

ƒ 6/1/04 – Imco will expand its facility in Saginaw, Mich., by 50 percent to increase the amount of aluminum that it supplies to General Motors Corp. in its
metal casting operations in Saginaw. The alloys will be used in the GEN IV all-aluminum V8 engine for its full size SUVs.

ƒ 6/29/04 – Metal Management, Inc. (MTLM) announced that it has entered into a new credit agreement with a consortium of lenders led by LaSalle Bank,
N.A. The new credit agreement represents a credit commitment of $200 million with a maturity date of June 28, 2008.

Current
Stock Price Fully Diluted Market Price / Earnings EV / EBITDA EV / EBIT EV / Revenue
Per Share as of Shares Value Enterprise
6/29/2004 Outstanding of Equity Value LTM NFY (a) LTM (b) NFY (c) LTM NFY (d) LTM

Imco Recycling, Inc. (e) $13.11 16.240 $212.9 $435.6 # 44.3 M


xF 30.5 x # 7.3 x # 6.8 x # 17.2 x # 14.6 x # 0.45 x

Metal Management, Inc. (e) $19.59 24.886 $487.5 $530.7 # 8.8 x # 8.2 x # 4.9 x # 4.2 x # 5.9 x # 4.9 x # 0.49 x

Schnitzer Steel Industries, Inc. (e) $31.17 31.146 $970.8 $1,044.9 # 15.4 x # 11.8 x # 9.8 x # 6.6 x # 12.0 x # 7.5 x # 1.83 x

Low 8.8 x 8.2 x 4.9 x 4.2 x 5.9 x 4.9 x 0.45 x


High 15.4 x 11.8 x 9.8 x 6.8 x 17.2 x 14.6 x 1.83 x
Median 8.8 x 8.2 x 7.3 x 6.6 x 12.0 x 7.5 x 0.49 x
Mean 12.1 x 10.0 x 7.3 x 5.9 x 11.7 x 9.0 x 0.92 x

Footnotes:
Excluded from the Range.
(a) See Endnotes.
(b) See Endnotes.
(c) See Endnotes.
(d) See Endnotes.
(e) See Endnotes.
Source: Compustat, FactSet.

Page 42
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

Metals Equity Market Analysis (continued)


Service Centers/Processors
(Figures in $ Millions, except per share data) July 2, 2003 to June 30, 2004
200

18 0

16 0

14 0

12 0
Index

10 0

80

60

40

20

0
J ul-0 3 Aug -0 3 Sep -0 3 Oct-0 3 No v-0 3 Dec-0 3 J an-0 4 Feb -0 4 M ar-0 4 Ap r-0 4 M ay-0 4 J un-0 4

Ho ulihan Lo key M et als Ind ex S&P 50 0 Ind ex Service Cent ers / Pro ces s o rs

Company Highlights/Announcements

• 6/17/04 – Gibraltar announced that it has increased it annual dividend by approximately 11percent to .20 cents per share. This was following Gibraltar’s
highest ever quarterly sales and earnings, with sales increasing by 31 percent to $212 million and net income increasing by 91 percent to $9.3 million.

• 6/16/04 – Shiloh Industries, Inc. announced that on June 11, 2004, Standard & Poor's Ratings Services raised its corporate credit rating on Shiloh
Industries, Inc. to 'B+' with a positive outlook from 'B' with a negative outlook. Shiloh's debt of $148 million as reported at April 30, 2004 has been
reduced by about $48 million since April 30, 2003 and by $140 million from its peak at January 31, 2002 because of the use of free cash flow to lower
leverage.

• 6/24/04 – Rising steel prices and an improving economy helped Worthington Industries report record earnings during the fourth quarter. Earnings during
the quarter were $39.4 million, or 45 cents per share, up from $15.6 million, or 18 cents a share, for the same period a year ago. During the fourth quarter,
Worthington reported improvement in all three of it business segments: processed-steel products, metal framing and pressure cylinders.

• 7/6/04 – Steel Technologies Inc. (STTX) announced that it has been added to the Russell 2000 Index as part of the annual reconstitution of that index.

Current
Stock Price Fully Diluted Market Price / Earnings EV / EBITDA EV / EBIT EV / Revenue
Per Share as of Shares Value Enterprise
7/26/2004 Outstanding of Equity Value LTM NFY (a) LTM (b) NFY (c) LTM NFY (d) LTM

A.M. Castle & Company (e) $10.05 16.332 $164.1 $267.7 # NMF N/A NMF N/A NMF N/A 0.46 x

Gibraltar Steel Corporation (e) $30.40 19.714 $599.3 $829.6 # 19.1 x # 12.6 x # 9.2 x # 7.1 x # 12.4 x # 8.8 x # 1.03 x

Metals Usa Inc $15.10 21.075 $318.2 $472.2 # 12.2 x # 3.4 x # 10.0 x # 2.9 x # 10.1 x # 2.9 x # 0.45 x

Olympic Steel, Inc. (e) $18.92 10.073 $190.6 $284.8 # 17.5 x # 5.0 x # 9.1 x # 3.7 x # 13.0 x # 4.2 x # 0.52 x

Reliance Steel & Aluminum Company $37.17 32.578 $1,210.9 $1,730.0 # 21.5 x # 7.9 x # 10.7 x # 5.3 x # 14.2 x # 6.0 x # 0.83 x

Ryerson Tull, Inc. $15.04 25.677 $386.2 $676.7 # 74.8 x 8.4 x # 13.2 x 5.7 x # 24.4 x 7.0 x # 0.29 x

Shiloh Industries, Inc. (e) $17.29 16.949 $293.1 $438.9 # 21.3 x # 18.4 x # 6.8 x # 6.5 x # 12.9 x # 11.9 x # 0.72 x

Steel Technologies, Inc. (e) $21.45 12.977 $278.4 $353.3 # 22.7 x # 9.0 x # 9.9 x # 5.1 x # 16.7 x # 6.5 x # 0.62 x

Worthington Industries, Inc. (e) $19.58 87.488 $1,713.0 $1,999.8 # 25.8 x # 13.5 x # 10.2 x # 6.6 x # 15.5 x # 8.5 x # 0.91 x

Low 12.2 x 3.4 x 6.8 x 2.9 x 10.1 x 2.9 x 0.29 x


High 25.8 x 18.4 x 10.7 x 7.1 x 16.7 x 11.9 x 1.03 x
Median 21.3 x 8.4 x 9.9 x 5.5 x 13.0 x 6.7 x 0.62 x
Mean 20.0 x 9.8 x 9.4 x 5.4 x 13.5 x 7.0 x 0.65 x

Footnotes:
Excluded from the Range. (c) See Endnotes. Source: Compustat, FactSet.
(a) See Endnotes. (d) See Endnotes.
(b) See Endnotes. (e) See Endnotes.

Page 43
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

Metals Equity Market Analysis (continued)


Bar and Wire Producers
(Figures in $ Millions, except per share data)
July 2, 2003 to June 30, 2004
300

2 50

200
Index

150

10 0

50

0
J ul-0 3 Aug -0 3 Sep -0 3 Oct -0 3 No v-0 3 Dec-0 3 J an-0 4 Feb -0 4 M ar-0 4 Ap r-0 4 M ay-0 4 J un-0 4

Ho ulihan Lo key M et als Ind ex S&P 50 0 Ind ex Bar and Wire Pro d ucers

Company Highlights/Announcements

• 4/28/04 – Oregon Steel Mills, Inc. (Oregon) today reported first quarter net income of $7.5 million ($.28 per share) compared to a net loss of $9 million (a
negative $.34 per share) for the first quarter of 2003. Sales were $252.4 million, the highest level since 1998 and the second highest in Oregon’s history.
EBITDA for the first quarter of 2004 was $32.9 million (exclusive of a $7 million stock settlement charge) compared to $4.3 million in the first quarter of
2003

• 4/29/04 – Oregon announced that William P. Kinnune and Brett E. Wilcox were elected Directors of Oregon at the April 29, 2004 Annual Meeting of
Stockholders. Mr. Kinnune is a former Executive Vice President of Willamette Industries, Inc., a diversified wood products company. Mr. Wilcox is
President and owner of Golden Northwest Aluminum, Inc., which owns and operates Northwest Aluminum Company and Goldendale Aluminum
Company.

• 5/13/04 – Roanoke Electric Steel (Roanoke) announced it is adding 30 jobs at its mini-mill in Northwest Roanoke. When hiring is complete, employment
at the mini-mill will total about 500. Company-wide employment totals approximately 1,500.

• 6/15/04 – EBITDA for Roanoke for its quarter ended April 30, 2004 was $13,165,109, a 450 percent increase over the year earlier same quarter when
Roanoke generated $2,395,091 in EBITDA. Roanoke has generated nine consecutive quarters of positive EBITDA. EBITDA for the most recent quarter
also reached a three-year high.

Current
Stock Price Fully Diluted Market Price / Earnings EV / EBITDA EV / EBIT EV / Revenue
Per Share as of Shares Value Enterprise
6/1/2004 Outstanding of Equity Value LTM NFY (a) LTM (b) NFY (c) LTM NFY (d) LTM

Oregon Steel Mills, Inc. (e) $12.16 26.715 $324.9 $648.3 # NMF
MF 3.4 x # 23.6 M
xF 2.9 x # NMF
MF 3.5 x # 0.81 x

Roanoke Electric Steel Corporation (e) $12.73 10.970 $139.6 $193.6 # MF


NMF N/A/A 9.6 x # N/A/A 43.5 M
xF N/A N/ 0.57 x

Low NMF 3.4 x 9.6 x 2.9 x NMF 3.5 x 0.57 x


High NMF 3.4 x 9.6 x 2.9 x NMF 3.5 x 0.81 x
Median NMF 1.7 x 4.8 x 1.4 x NMF 1.7 x 0.69 x
Mean NMF 3.4 x 9.6 x 2.9 x NMF 3.5 x 0.69 x

Footnotes:
Excluded from the Range.
(a) See Endnotes.
(b) See Endnotes.
(c) See Endnotes.
(d) See Endnotes.
(e) See Endnotes.
Source: Compustat, FactSet.

Page 44
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

Metals Equity Market Analysis (continued)


Aluminum Producers
(Figures in $ Millions, except per share data)

July 2, 2003 to June 30, 2004

18 0

16 0

14 0

12 0
Index

10 0

80

60

40

20

0
J ul-0 3 Aug -0 3 Sep -0 3 Oct -0 3 No v-0 3 Dec-0 3 J an-0 4 Feb -0 4 M ar-0 4 Ap r-0 4 M ay-0 4 J un-0 4

Ho uliahn Lo key M et als Ind ex S&P 50 0 Ind ex Aluminum Pro d ucers

Company Highlights/Announcements

• 4/7/04 – Century Aluminum Company has priced the approximately $230 million public offering of 9.5 million shares of its common stock at a price to the
public of $24.50 per share. Century will offer 9 million shares and Century's pension plans will offer 500,000 shares. Century has granted the underwriters an
option to purchase up to an additional 950,000 shares of common stock to cover any over-allotments. Century received net proceeds of approximately $209
million.

• 5/11/04 – EBITDA for Century Aluminum Company (CENX) for its quarter ended March 31, 2004 was $39.8 million, a 251 percent increase over the year
earlier same quarter when Century Aluminum generated $11.4 million in EBITDA. Century Aluminum has generated five consecutive quarters of positive
EBITDA. EBITDA for the most recent quarter also reached an eight-year high. Sales for the period totaled $232.1 million versus $179.0 million in the same
period last year.

• 6/2/04 – U.S. aluminum giant Alcoa Inc., Anglo-Australian BHP Billiton and Brazil's CVRD are expected to invest more than $3.0 billion (2.449 billion euro)
in alumina production in the northeastern Brazilian states of Para and Maranhao over the next three years. Big producers considered the production of
alumina, a primary material for aluminum production, as an attractive business due to insufficient energy production and increased costs of aluminum
production in Brazil. There is an increased demand in the international market for alumina pushed mainly by China.

• 5/7/04 – Commonwealth Industries, Inc. (Commonwealth) today announced results for the first quarter ended March 31, 2004. The recovery in aluminum
shipments, which began in the second half of 2003, continued to advance into the first quarter of 2004. Commonwealth's aluminum shipments improved 32
percent to 241.9 million pounds in the first quarter of 2004 compared with 183.7 million pounds in the year-earlier period. EBITDA increased 422 percent to
$12.7 million.

Current
Stock Price Fully Diluted Market Price / Earnings EV / EBITDA EV / EBIT EV / Revenue
Per Share as of Shares Value Enterprise
6/1/2004 Outstanding of Equity Value LTM NFY (a) LTM (b) NFY (c) LTM NFY (d) LTM

Alcan, Inc. (e) $40.25 370.033 $14,893.8 $24,418.8 # 41.6 M


xF 15.2 x # 11.7 x # 7.7 x # 23.0 x # 11.4 x # 1.47 x

Alcoa, Inc. (e) $31.26 879.411 $27,490.4 $35,753.4 # 24.2 x # 16.4 x # 11.3 x # 7.8 x # 18.4 x # 10.6 x # 1.62 x

Century Aluminum Company (e) $23.70 30.409 $720.7 $1,035.8 # 208.0 M


xF 9.8 x # 9.9 x # 4.7 x # 18.7 x # 6.0 x # 1.24 x

Commonwealth Industries, Inc. (e) $8.76 16.201 $141.9 $271.2 # 26.7 x # 11.7 x # 6.3 x # 4.8 x # 13.2 x # 8.0 x # 0.27 x

Low 24.2 x 9.8 x 6.3 x 4.7 x 13.2 x 6.0 x 0.27 x


High 26.7 x 16.4 x 11.7 x 7.8 x 23.0 x 11.4 x 1.62 x
Median 12.1 x 13.5 x 10.6 x 6.3 x 18.6 x 9.3 x 1.35 x
Mean 25.5 x 13.3 x 9.8 x 6.3 x 18.3 x 9.0 x 1.15 x

Footnotes:
Excluded from the Range. (d) See Endnotes.
(a) See Endnotes. (e) See Endnotes.
(b) See Endnotes. Source: Compustat, FactSet.
(c) See Endnotes.

Page 45
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

Metals Equity Market Analysis (continued)


Tube and Pipe Producers
(Figures in $ Millions, except per share data)
July 2, 2003 to June 30, 2004
18 0

16 0

14 0

12 0

10 0
Index

80

60

40

20

0
J ul-0 3 Aug -0 3 Sep -0 3 Oct -0 3 No v-0 3 Dec-0 3 J an-0 4 Feb -0 4 M ar-0 4 Ap r-0 4 M ay-0 4 J un-0 4

Ho ulihan Lo key M etals Ind ex S&P 50 0 Ind ex Tub e and Pip e Pro d ucers

Company Highlights/Announcements
• 4/26/04 – The Shaw Group Inc. of Baton Rouge has offered 2.040 million shares of its common stock at $12.35 per share. Shaw plans to use the
approximately $25 million in net proceeds of the offering for general purposes including replenishing working capital used in connection with increased
business activity.
• 6/15/04 – Maverick Tube Corp. (Maverick) said on June 14 that it will consolidate its electrical-conduit manufacturing operations into one updated facility.
Maverick is considering two sites, both in the Midwest, and plans to announce its selection in the third quarter. Maverick expects to begin construction by
the end of the year and to complete it by the end of 2005. Maverick estimates the consolidation will cost $55 million and will save Maverick about $15
million a year beginning in the middle of 2005.
• 6/18/04 – Joseph Alvarado is taking over the top operating post at the US sheet, pipe and tube producer Lone Star Technologies Inc, which has lost nearly
$140 million in the last two years but reported profits in the first quarter. Alvarado has over 25 years of senior management experience in long products,
mostly with Inland Steel Bar Co, where he was President, and later with its owner, Ispat International, for whom he worked until taking the post of
President and COO at Lone Star this week.
• 6/24/04 – Copper fabricator Wolverine has completed a private placement of 2.45 million shares of common stock that will net Wolverine approximately
$22.9 million, the Alabama-based company said. All of the shares were sold by Wolverine and at a price of $10/share, leaving Wolverine with 14.8 million
common shares outstanding after the closing. The funds raised will be used to reduce debt and for other corporate purposes, as well as create and increase
institutional sponsorship and trading liquidity in Wolverine’s stock.

Current
Stock Price Fully Diluted Market Price / Earnings EV / EBITDA EV / EBIT EV / Revenue
Per Share as of Shares Value Enterprise
6/1/2004 Outstanding of Equity Value LTM NFY (a) LTM (b) NFY (c) LTM NFY (d) LTM

Lone Star Technologies, Inc. (e) $20.44 28.963 $592.0 $702.6 # MF


NMF 5.4 x # NMF
MF 3.1 x # NMF
MF 3.6 x # 1.20 x

Maverick Tube Corporation (e) $22.87 42.620 $974.7 $1,111.0 # 17.9 x # 5.7 x # 9.3 x # 3.5 x # 11.6 x # 3.7 x # 1.14 x

Northwest Pipe Company $14.75 6.709 $99.0 $175.5 # 19.8 x # 9.0 x # 9.5 x # 6.1 x # 13.2 x # 7.5 x # 0.69 x

NS Group, Inc. $13.73 21.229 $291.5 $302.7 # NMF


MF 4.7 x # NMF
MF 2.8 x # NMF
MF 3.0 x # 1.03 x

The Shaw Group Inc. (e) $12.00 61.183 $734.2 $924.6 # MF


NMF 31.6 x # 9.4 x # 5.7 x # 29.7 x # 9.9 x # 0.32 x

Synalloy Corporation (e) $9.30 6.066 $56.4 $76.0 # NMF


MF N/A/A 23.0 x # N/A/A NMF
MF N/A N/ 0.68 x

Webco Industries, Inc. (e) $4.26 7.153 $30.5 $75.9 # 29.5 x # N/A/A 6.9 x # N/A/A 19.4 x # N/A N/ 0.41 x

Wolverine Tube, Inc. (e) $11.75 12.560 $147.6 $391.8 # MF


NMF 19.6 x # 14.3 x # 7.4 x # NMF
MF 11.6 x # 0.59 x

Low 17.9 x 4.7 x 6.9 x 2.8 x 11.6 x 3.0 x 0.32 x


High 29.5 x 31.6 x 23.0 x 7.4 x 29.7 x 11.6 x 1.20 x
Median 0.0 x 5.5 x 9.3 x 3.3 x 5.8 x 3.7 x 0.68 x
Mean 22.4 x 12.7 x 12.1 x 4.8 x 18.5 x 6.6 x 0.76 x

Footnotes:
(a) See Endnotes. (c) See Endnotes. (e) See Endnotes.
(b) See Endnotes. (d) See Endnotes. Source: Compustat, FactSet.

Page 46
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

Metals Equity Market Analysis (continued)


Integrated Steel Producers
(Figures in $ Millions, except per share data)

July 2, 2003 to June 30, 2004


300

2 50

200
Index

150

10 0

50

0
J ul-0 3 Aug -0 3 Sep -0 3 Oct -0 3 No v-0 3 Dec-0 3 J an-0 4 Feb -0 4 M ar-0 4 Ap r-0 4 M ay-0 4 J un-0 4

Ho ulihan Lo key M et als Ind ex S&P 50 0 Ind ex


Int eg rated St eel Pro d ucers Ho ulihan Lo key Int ernatio nal Pro d ucer Ind ex

Company Highlights/Announcements

• 4/28/04 – U.S. Steel Corp. announced that Chief Executive Officer Thomas Usher will step down from that post in September but continue as chairman
through April 2007. John Surma, U.S. Steel's president and chief operating officer, will succeed Usher as CEO.
• 4/28/04 – U.S. Steel reported net income of $58 million for the first quarter, compared with a year-earlier net loss of $38 million. Revenue grew 56 percent
during the period to $2.97 billion from $1.91 billion. U.S. Steel's shipments were up 46 percent, largely because of the acquisition of National Steel Corp.
last year, as well as stronger demand in the tubing market, which serves the oil and gas industries, and flat-rolled products for auto makers.
• 6/30/04 – Wheeling-Pitt, the sixth largest steel producer in the United States, filed with the U.S. Securities and Exchange Commission on June 30 to sell 3.1
million shares of its common stock. Wheeling-Pitt’s stock is expected to sell for $26.94.
• 5/11/04 – EBITDA for AK for its twelve months ended March 31, 2004 was a negative $122.5 million, compared with a positive EBITDA of $319 million
for the comparable year earlier twelve months. EBITDA for the most recent twelve months also reached a six-year low. For AK's quarter ended March 31,
2004 EBITDA was $55,500,000, compared with $17,400,000, a 219 percent increase over the comparable year earlier quarter. AK has generated two
consecutive quarters of positive EBITDA. EBITDA for the most recent quarter also reached a two-year high. Sales for the period totaled $1,134 million.

Current
Stock Price Fully Diluted Market Price / Earnings EV / EBITDA EV / EBIT EV / Revenue
Per Share as of Shares Value Enterprise
6/15/2004 Outstanding of Equity Value LTM NFY (a) LTM (b) NFY (c) LTM NFY (d) LTM

AK Steel Holding Corporation (e) $4.46 113.904 $508.0 $1,468.5 # NMF


MF NMF # NMF
MF 5.9 x # NMF
MF 75.8 x NM 0.35 x

International Steel Group, Inc. $28.90 104.329 $3,015.1 $3,421.5 # NMF


MF 6.8 x # 14.2 x # 3.3 x # 23.8 x # 3.7 x # 0.64 x

U.S. Steel Corporation (e) $30.34 131.779 $3,998.2 $5,425.2 # MF


NMF 5.0 x # 22.7 x # 3.0 x # NMF
MF 3.7 x # 0.50 x

Low NMF 5.0 x 14.2 x 3.0 x 23.8 x 3.7 x 0.35 x


High NMF 6.8 x 22.7 x 5.9 x 23.8 x 3.7 x 0.64 x
Median NMF 5.0 x 14.2 x 3.3 x 0.0 x 3.7 x 0.50 x
Mean NMF 5.9 x 18.4 x 4.1 x 23.8 x 3.7 x 0.50 x

Footnotes:
Excluded from the Range.
(a) See Endnotes.
(b) See Endnotes.
(c) See Endnotes.
(d) See Endnotes.
(e) See Endnotes.
Source: Compustat, FactSet.

Page 47
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

Metals Equity Market Analysis (continued)


Minimill Steel Producers
(Figures in $ Millions, except per share data)

July 2, 2003 to June 30, 2004

18 0

16 0

14 0

12 0
Index

10 0

80

60

40

20

0
J ul-0 3 Aug -0 3 Sep -0 3 Oct -0 3 No v-0 3 Dec-0 3 J an-0 4 Feb -0 4 M ar-0 4 Ap r-0 4 M ay-0 4 J un-0 4

Ho ulihan Lo key M etals Ind ex S&P 50 0 Ind ex


M inimill Steel Pro d ucers Ho ulihan Lo key Int ernatio nal Pro d ucer Ind ex

Company Highlights/Announcements

• 6/1/04 – CMC announced that its board of directors raised its quarterly cash dividend from eight to ten cents per share, an increase of 25 percent.

• 4/29/04 – Ipsco has received an order for 36-inch large diameter transmission line pipe for use in Enbridge Energy Partners LP's East Texas expansion
project. The Enbridge order of approximately 43,000 tons is expected to be complete by the end of the third quarter. In addition to the steel for the
Enbridge order, Ipsco has also received approximately 20,000 tons in orders for high-strength specialty steel from other pipe makers for delivery over the
next two quarters.

• 6/10/04 – U.S. Steel and Nucor have entered the world’s top-10 steelmakers for 2003 at the respective ranks of 8 and 10, according to the 2004 edition of
IISI publication World Steel in Figures. U.S. Steel recorded a crude steel output of 17.9m tons in 2003, up 24 percent year-on-year, while output at Nucor
was 15.8m tons, up 27 percent, says IISI.

• 6/4/04 – SDI announced that it intends to launch syndication of a new $225 million senior secured revolving credit facility (the "Revolver"). In addition
to refinancing certain existing senior secured debt, including SDI’s term loan B facility of $110 million, proceeds from the Revolver will be available for
working capital and other general corporate purposes.

Current
Stock Price Fully Diluted Market Price / Earnings EV / EBITDA EV / EBIT EV / Revenue
Per Share as of Shares Value Enterprise
7/16/2004 Outstanding of Equity Value LTM NFY (a) LTM (b) NFY (c) LTM NFY (d) LTM

Commercial Metals Corporation $36.54 30.077 $1,099.0 $1,489.9 # 22.3 x # 8.2 x # 9.0 x # 4.8 x # 14.9 x # 6.0 x # 0.43 x

IPSCO, Inc. $23.74 60.368 $1,433.1 $1,714.6 # 42.0 M


xF 7.6 x # 9.6 x # 4.0 x # 17.4 x # 4.9 x # 1.14 x

Nucor Corporation (e) $79.50 79.370 $6,309.9 $6,954.2 # 39.9 x


MF 8.2 x # 11.3 x # 4.0 x # 28.3 M
xF 5.2 x # 0.98 x

Steel Dynamics, Inc. $33.10 56.568 $1,872.4 $2,419.2 # 34.1 x


MF 8.0 x # 12.6 x # 4.9 x # 20.1 x # 5.7 x # 2.13 x

Low 22.3 x 7.6 x 9.0 x 4.0 x 14.9 x 4.9 x 0.43 x


High 22.3 x 8.2 x 12.6 x 4.9 x 20.1 x 6.0 x 2.13 x
Median 0.0 x 8.1 x 10.5 x 4.4 x 16.2 x 5.4 x 1.06 x
Mean 22.3 x 8.0 x 10.6 x 4.4 x 17.5 x 5.4 x 1.17 x

Footnotes:
Excluded from the Range.
(a) See Endnotes.
(b) See Endnotes.
(c) See Endnotes.
(d) See Endnotes.
(e) See Endnotes.
Source: Compustat, FactSet.

Page 48
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

Metals Equity Market Analysis (continued)


International Producers July 2, 2003 to June 30, 2004
(Figures in $ Millions, except per share data)
18 0

16 0

14 0

12 0

10 0
Index

80

60

40

20

0
J ul-0 3 Aug -0 3 Sep -0 3 Oct -0 3 No v-0 3 Dec-0 3 J an-0 4 Feb -0 4 M ar-0 4 Ap r-0 4 M ay-0 4 J un-0 4

Ho ulihan Lo key M et als Ind ex S&P 50 0 Ind ex Ho ulihan Lo key Internat io nal Pro d ucers

Company Highlights/Announcements

For the purposes of this analysis, Houlihan Lokey has used the equity performance of companies’ American Depositary Receipts (ADR) when available; otherwise, trading
information from the companies’ country of incorporation was used. As a result of certain underlying factors, including country-specific risk, market efficiencies and operational
differences between separate equity exchanges, certain irregularities in the trading data may be generated, which have not been adjusted.

• 4/30/04 – Brazilian steelmaker CSN announced that shareholders approved plans to carry out a four-for-one stock split effective May 31, 2004. The stock
split, meant to boost the liquidity of CSN shares traded on the Sao Paulo Stock Exchange, will divide each share into four and then rebundle them so that
each local group equals one CSN American Depositary Receipt traded in New York.

• 6/6/04 – A $180 million steel joint venture between China's Angang Group and Germany's Thyssenkrupp AG (TKA.XE) began production June 4 in
Dalian, northeast China's Liaoning province. ANSC-TKS Galvanizing Co., has annual production capacity of 400,000 zincked plates used for
automobiles, the official Xinhua News Agency said.

• 6/21/04 – World steel giant Arcelor (5786.FR) announced its Turkish subsidiary Borcelik has invested $140 million into a hot-dip galvanizing line. The
investment, inaugurated on June 19, will allow Borcelik, which produces cold-rolled steel, to modernize and increase the capacity of its existing plant.

• 6/28/04 - On June 4, a joint venture company of ThyssenKrupp Steel, the world's largest stainless steel maker, and Anshan Iron and Steel Group
Corporation (Angang), China's second largest steel maker, was announced. The investment for the joint venture is expected to reach $180 million,
making it the largest joint venture in China's steel industry.

Current
Stock Price Fully Diluted Market Price / Earnings EV / EBITDA EV / EBIT EV / Revenue
Per Share as of Shares Value Enterprise
8/3/2004 Outstanding of Equity Value LTM NFY (a) LTM (b) NFY (c) LTM NFY (d) LTM

Arcelor NPV (e) $14.19 477.510 $8,173.6 $13,954.5 # 21.7 x # 23.1 x # 5.3 x # 4.9 x # 13.5 x # 11.4 x # 0.46 x

Companhia Siderurgica Nacional $45.70 71.729 $1,073.2 $2,758.2 # 2.9 x # N/A # 3.0 x # 2.1 x # 3.8 x # 2.7 x # 1.11 x

Corus Group Plc. $0.46 3,629.000 $3,059.7 $4,147.7 # MF


NMF 26.4 x # 13.2 x # 6.1 x # NMF
MF 12.1 x # 0.52 x

Dofasco, Inc. $40.95 77.733 $2,413.0 $2,493.7 # 17.2 x # 6.7 x # 5.2 x # 2.8 x # 11.0 x # 3.9 x # 0.93 x

Gerdau S.A. $0.00 147.567 $0.0 $514.7 # NMF


MF NMF # 0.2 x # 0.5 x # 0.2 x # 0.7 x # 0.08 x

Ispat International N.V. (e) $10.95 121.737 $1,333.0 $3,530.0 # 26.8 x # 3.7 x # 10.0 x # 3.7 x # 20.8 M
xF 4.6 x # 4.55 x

POSCO, Inc. (e) $135.49 88.966 $11,912.0 $21,541.3 # 5.5 x # 17.6 x # 5.1 x # 7.9 x # 7.4 x # 15.1 x # 1.41 x

ThyssenKrupp AG (e) $14.80 497.700 $8,885.4 $14,510.5 # 17.1 x # 14.0 x # 5.1 x # 5.3 x # 12.6 x # N/A N/ 0.35 x

Low 5.5 x 3.7 x 0.2 x 0.5 x 0.2 x 0.7 x 0.08 x


High 26.8 x 26.4 x 13.2 x 7.9 x 12.6 x 15.1 x 1.41 x
Median 11.3 x 10.4 x 5.2 x 4.5 x 3.8 x 4.2 x 0.43 x
Mean 16.6 x 13.7 x 6.5 x 4.4 x 7.8 x 7.3 x 0.66 x
Footnotes: (c) See Endnotes.
Excluded from the Range. (d) See Endnotes.
(a) See Endnotes. (e) See Endnotes.
(b) See Endnotes. Source: Compustat, FactSet.

Page 49
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

Metals Equity Market Analysis (continued)

Endnotes

Houlihan Lokey Vocabulary and Methodology


Source: Compustat, FactSet.
NA - Not Available.
NMF - Not Meaningful Figure.
LTM - Latest Twelve Months.
NFY - Next Fiscal Year.
EV - Enterprise Value.
EBIT - Earnings Before Interest and Taxes.
EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization.
P/E - Price to Earnings.
Enterprise Value = Market value of equity + preferred stock + interest bearing debt - cash & equivalents.
Interest bearing debt does not include post-retirement benefit obligations.
On January 1, 2002, all public companies were required to adopt Financial Accounting Standards (SFAS) No. 142, which prohibits the amortization of goodwill.
Houlihan Lokey has restated historical financial performance to properly reflect SFAS No. 142.
As a normal course of business, certain metals companies sell or securitize their accounts receivable to a third party. To properly adjust for off-balance-sheet
financing, Houlihan Lokey has included the debt associated with the securitization credit facilities in our enterprise value calculations and accordingly included
any losses on the sale of accounts receivable in our interest expense calculations.
(a) NFY estimate is derived from (i) analyst reports or if analyst reports are not available from (ii) First Call Consensus Estimates.
(b) EBITDA equals EBIT plus LTM depreciation.
(c) EBITDA equals projected EBIT plus either projected or LTM depreciation.
(d) EBIT equals either (i) projected EBIT from analyst estimates or if analyst estimates are not available (ii) projected net income multiplied by an assumed tax
rate of 40 percent (unless NFY net income is negative, in which case we assume zero tax) plus LTM interest expense.
(e) Houlihan Lokey adjusts comparable company financial results to neutralize the effects of non-recurring other income and special items. This is done by
adding only recurring other income into operating income and by adding back special charges or gains found above the operating income line on a tax adjusted
basis. The following are the companies’ adjustments for the LTM period:

Houlihan Lokey Company Adjustments


Specialty/Non-Ferrous Producers
Allgheny Technologies Inc. was adjusted for $62 million in restructuring charges, $23 million for unordinary litigation, and $8 million for environment-related
charges.
RTI Metals, Inc. was adjusted for a $9 million gain due to a settlement from a customer failing to meet its order requirement.
Titaium Metals Corporation was adjusted for a $2 million gain due to a change in accounting for vacation time and a loss due to a joint venture.
Carpenter Techonology Corporation was adjusted for a $6 million loss on early retirement of debt, $.8 million for early retirement of debt, $2 million in asset
writedowns.

Scrap Processors
Imco Recycling, Inc. was adjusted for equity in earnings of affiliates.
Metal Management, Inc. was adjusted for income from joint ventures.
Schnitzer Steel Industries, Inc. was adjusted for income from joint ventures.

Service Centers/Processors
A.M. Castle & Co. was adjusted for $.6 million in equity earnings of joint ventures.
Gibraltar Steel Corporation was adjusted for $.5 million inequity earnings of partnerships’ income.
Olympic Steel, Inc. was adjusted for $.3 million in asset impairment charges and a $78,000 gain due to joint ventures.
Shiloh Industries, Inc. was adjusted for a $.1 million loss on sale of assets.
Steel Technologies, Inc. was adjusted for equity in earnings of affiliates of $1 million and gains/losses related to the disposal of PP&E.
Worthington Industries, Inc. was adjusted for charges due to legal settlements for $3.7 million and equity in earnings from affiliates totaling $55 million.

Page 50
HOULIHAN LOKEY HOWARD & ZUKIN 0HWDOV,QGXVWU\8SGDWH² 6HFRQG4XDUWHU

Metals Equity Market Analysis (continued)

Houlihan Lokey Company Adjustments (continued)


Bar and Wire Producers
Oregon Steel Mills Inc. was adjusted for gains on asset sales, and $7 million in charges for labor disputes.
Roanoke Electric Steel Corp. was adjusted for antitrust litigation charges of $3 million.

Aluminum Producers
Alcan, Inc. was adjusted for 16 million in equity income and a $7 million recovery of restructuring charges.
Alcoa, Inc. was adjusted for $13 million in layoff charges, specialty chemical business sale gain of $44 million.
Century Aluminum Co. was adjusted for a net gains/losses on forward contracts.
Commonwealth Industries, Inc. was adjusted for FAS 133 ineffective hedges and annual impairment charges totaling $30 million.

Tube and Pipe Producers


Loan Star Technologies Inc. was adjusted for goodwill impairment charges of $18.7 million.
Maverick Tube Corporation was adjusted for $.5 million in restructuring costs, $1.1 in trade case relief and a $2.8 million severance charge related to the firm
exiting the Youngstown, Ohio facility.
The Shaw Group, Inc. was adjusted for $29.4 million charge related to an acceleration in the amortization of intangible assets and earnings/losses in
unconsolidated entities.
Synalloy Corporation was adjusted for a $15 million gain on sale of assets and a $.7 million write down of plant and equipment.
Webco Industries, Inc. was adjusted for a $6 thousand loss on sale of assets and a $.3 million recovery of fire insurance.
Wolverine Tube, Inc. was adjusted for $15.6 million in restructuring charges and a $23 million charge for the impairment of goodwill.

Integrated Steel Producers


AK Steel was adjusted for $101 million in goodwill charges.
U.S. Steel Corporation was adjusted for a $42 million gain on the disposal of assets and $6 million in income from investees.

Minimill Steel Producers


Nucor was adjusted for a gain on sale of facility and equipment.

International Producers
Thyssen Krupp was adjusted for a gain on discontinued operations of ¼PLOOLon.
POSCO was adjusted for a net loss on disposal of PP&E amounting to KRW 8,013 million, other bad debt expense of KRW 1074 and donations totaling KRW
70,691 million.
Arecelor was adjusted for equity income in affiliates amounting to ¼PLllion.
Ispat International N.V. was adjusted for a $35 million gain due to property tax accounting.

Page 51
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2004 2004 2004


M&A Advisory Rankings M&A Fairness Advisory Restructuring Rankings
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6* Morgan Stanley 9 5 * Morgan Stanley 10 5 * Rothschild Inc. 11

6* Goldman Sachs & Co. 9 7 * Lehman Brothers 9 7 CIBC World Markets 10

6* Lehman Brothers 9 7 * Credit Suisse First Boston 9


* Source: The Deal * tie
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