<PAGE>
Second Quarter - 1997
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
-------------------------
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended June 30, 1997
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from __________ to __________
-------------------------
Commission file number 1-11767
I.R.S. Employer Identification Number 36-3431962
RYERSON TULL, INC.
(a Delaware Corporation)
2621 West 15th Place
Chicago, Illinois 60608
Telephone: (773) 762-2121
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 5,280,763 shares of the
Company's Class A Common Stock and 34,000,000 shares of the Company's Class B
Common Stock (each $1.00 par value per share) were outstanding as of August 7,
1997.
<PAGE>
PART I FINANCIAL INFORMATION
----------------------------
Item 1. Financial Statements
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
Consolidated Statement of Operations (Unaudited)
<TABLE>
<CAPTION>
====================================================================================================================================
Dollars in Millions (except per share date)
-------------------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
------------------ ------------------
1997 1996 1997 1996
-------- ------- -------- --------
<S> <C> <C> <C> <C>
NET SALES $730.0 $607.5 $1,390.7 $1,232.8
Cost of materials sold 569.9 465.7 1,080.3 943.0
------ ------ -------- --------
GROSS PROFIT 160.1 141.8 310.4 289.8
Operating expenses 117.7 103.5 228.7 209.4
Depreciation and amortization 7.0 5.6 13.3 11.1
Gain on sale of assets 6.9 -- 8.9 --
------ ------ -------- --------
OPERATING PROFIT 42.3 32.7 77.3 69.3
General corporate and other expense,
net of income items 2.0 0.1 3.0 (0.6)
Interest and other expense on debt 8.4 1.1 15.6 1.7
------ ------ -------- ---------
INCOME BEFORE INCOME TAXES 31.9 31.5 58.7 68.2
PROVISION FOR INCOME TAXES 12.8 12.6 23.1 26.9
------ ------ -------- --------
NET INCOME $19.1 $18.9 $35.6 $41.3
====== ====== ======== ========
PRIMARY EARNINGS PER SHARE
OF COMMON STOCK (Note 5) $0.49 $0.48 $0.91 $1.05
====== ====== ======== ========
OPERATING DATA
- --------------
SHIPMENTS (Tons in Thousands) 780.8 634.8 1,489.3 1,273.4
</TABLE>
See notes to consolidated financial statements
-1-
<PAGE>
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
Consolidated Statement of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
=============================================================================================================
Dollars in Millions
-----------------------
Six Months Ended
June 30
-----------------------
1997 1996
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $35.6 $41.3
------- -----
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation and amortization 13.3 11.1
Gain on sale of assets (8.9) -
Deferred employee benefit cost 2.2 2.3
Deferred income taxes 0.2 2.3
Change in assets and liabilities, excluding effects of acquisitions:
Receivables (46.5) (20.0)
Inventories (32.1) (49.6)
Other assets 4.8 (3.4)
Accounts payable 51.8 15.9
Payables to related companies (0.2) 9.8
Accrued liabilities (12.0) (4.7)
Other deferred items (5.6) -
------- -----
Net adjustments (33.0) (36.3)
------- -----
Net cash provided from operating activities 2.6 5.0
------- -----
INVESTING ACTIVITIES
Acquisitions (Note 3) (130.4) -
Capital expenditures (15.7) (6.7)
Investments in and advances to joint ventures, net (0.4) (0.2)
Proceeds from sales of assets 16.7 1.3
------- -----
Net cash used for investing activities (129.8) (5.6)
------- -----
FINANCING ACTIVITIES
Sale of Series A common stock - 77.1
Debt retirement (0.6) (0.8)
Dividends paid - (152.1)
Reduction of debt assumed in acquisition (22.6) -
Borrowing from related company, net 126.5 68.8
------- -----
Net cash provided from (used for) financing activities 103.3 (7.0)
Net decrease in cash and cash equivalents (23.9) (7.6)
Cash and cash equivalents - beginning of year 23.9 53.6
------- -----
Cash and cash equivalents - end of period $ - $46.0
======= =====
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest $14.8 $0.8
Income taxes, net 25.0 23.8
Debt assumed in acquisition 22.6 -
</TABLE>
See notes to consolidated financial statements
- 2 -
<PAGE>
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
Consolidated Balance Sheet (Unaudited)
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
------------------------------------
June 30, 1997 December 31, 1996
--------------- -------------------
ASSETS (unaudited)
- ------
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ - $ 23.9
Receivables 325.5 234.4
Inventories - principally at LIFO 420.3 314.3
Deferred income taxes 13.1 13.6
-------- ------
Total current assets 758.9 586.2
INVESTMENTS AND ADVANCES 20.6 19.8
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost $520.7 $494.4
Less accumulated depreciation 249.7 271.0 243.4 251.0
------ ------
DEFERRED INCOME TAXES 37.7 37.9
PREPAID PENSION COSTS 0.2 1.3
EXCESS OF COST OVER NET ASSETS ACQUIRED 69.6 22.3
OTHER ASSETS 9.7 13.7
-------- ------
Total Assets $1,167.7 $932.2
======== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $ 176.4 $ 98.4
Note payable to related company 126.5 -
Payables to related companies -
trade and other 17.0 17.2
Accrued liabilities 37.9 42.9
Long-term debt due within one year 1.6 2.1
-------- ------
Total current liabilities 359.4 160.6
LONG-TERM DEBT 263.1 263.2
DEFERRED EMPLOYEE BENEFITS AND OTHER 145.1 144.0
-------- ------
Total liabilities 767.6 567.8
STOCKHOLDERS' EQUITY (Schedule A) 400.1 364.4
-------- ------
Total Liabilities and
Stockholders' Equity $1,167.7 $932.2
======== ======
</TABLE>
See notes to consolidated financial statements
-3-
<PAGE>
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
Notes to Consolidated Financial Statements (Unaudited)
================================================================================
NOTE 1/FINANCIAL STATEMENTS
Results of operations for any interim period are not necessarily indicative of
results of any other periods or for the year. The financial statements as of
June 30, 1997 and for the three-month and six-month periods ended June 30, 1997
and 1996 are unaudited, but in the opinion of management include all adjustments
necessary for a fair presentation of results for such periods. These financial
statements should be read in conjunction with the financial statements and
related notes contained in the Annual Report on Form 10-K for the year ended
December 31, 1996.
NOTE 2/RECAPITALIZATION
In the second quarter of 1996, Inland Steel Industries, Inc. ("Industries")
undertook a recapitalization that involved the Company. As part of the
recapitalization, the Company exchanged existing shares of Company common stock,
all of which were owned by Industries, for 34.0 million shares of new-issue
Class B common stock ($1.00 par value). The Company also sold 5.2 million shares
of new-issue Class A common stock ($1.00 par value) in a public offering, the
net proceeds of which approximated $77.1 million.
Prior to the issuance of the Class A common stock, the Company declared and paid
dividends of $445.9 million to Industries, of which $152.1 million was in cash
and $293.8 million was in the form of a note payable. Industries used $63.2
million of the cash dividend to repay intercompany borrowing from the Company
and its subsidiaries. Of the $445.9 million of dividends paid to Industries,
$198.3 million eliminated the reinvested earnings balance that existed at June
26, 1996, while the remaining $247.6 million reduced capital in excess of par
value.
In July 1996, the Company sold $150 million of 8.5 percent Notes due July 15,
2001 and $100 million of 9.125 percent Notes due July 15, 2006 (collectively,
the "Notes") in a public offering. The net proceeds of the offering along with a
portion of the Company's cash on hand were used to pay the $293.8 million note
balance due Industries.
Effective June 1, 1996, as the result of a capital contribution from Industries
to the Company, Inland Industries de Mexico and its 50 percent-owned Ryerson de
Mexico joint venture became part of the Company. The contribution increased both
investments in joint ventures and capital in excess of par value by $18.9
million. The impact of Ryerson de Mexico on the Company's results of operations
has not been material.
-4-
<PAGE>
NOTE 3/ACQUISITIONS
During the first quarter of 1997, the Company, through its subsidiaries,
acquired Thypin Steel Co., Inc. and the assets of Cardinal Metals, Inc. for an
aggregate of $130.4 million in cash. Both acquisitions have been accounted for
by the purchase method of accounting and the purchase price has been allocated
to assets acquired and liabilities assumed. Results of operations since
acquisition for each company are included in the consolidated results. The pro
forma effect for 1997 and 1996 had these acquisitions occurred at the beginning
of each such year is not material.
NOTE 4/RELATED PARTY TRANSACTIONS
The Company has agreed to procedures established by Industries for charging
Industries' administrative expenses to the operating companies owned by it.
Pursuant to these procedures, the Company was charged $2.9 million and $3.5
million by Industries for the first six months of 1997 and 1996, respectively,
for management, financial and legal services provided to the Company.
Prior to the recapitalization in the second quarter of 1996, procedures had been
established to charge interest on all intercompany loans within the Industries
group of companies. Such loans arose as part of a corporate-wide cash management
program and bore interest at the prime rate. In May 1996, after all such
intercompany loans were repaid, the Company ceased participation in such
programs and the Company's cash is not and will no longer be held in Industries'
accounts. Net intercompany interest income for the first six months of 1996 was
$1.6 million.
On March 27, 1997, the Company established the ability to borrow from Industries
through a five-year $250 million uncommitted line of credit. As of June 30,
1997, $126.5 million of borrowing was outstanding under this facility.
The Company sells to and purchases products from related companies at prevailing
market prices. These transactions are summarized as follows:
Dollars in Millions
---------------------------
Three Months Six Months
Ended June 30 Ended June 30
-------------- ----------------
1997 1996 1997 1996
----- ------ ------ ------
Net Product Sales $ 2.6 $ 3.9 $ 5.8 $ 9.1
Net Product Purchases 52.7 48.4 111.8 106.1
-5-
<PAGE>
NOTE 5/EARNINGS PER SHARE
Pro forma earnings per share presented for the second quarter and the first six
months of 1996 assumes 39,220,000 average shares outstanding. For the second
quarter of 1997, 39,303,721 shares, which reflects the actual average common
shares outstanding during the quarter of 39,280,723 shares and the dilutive
effect of stock options of 22,998 shares was used in the calculation of earnings
per share.
The Company is required to adopt Financial Accounting Standards Board Statement
No. 128, "Earnings per Share," at year-end 1997. Basic Earnings per Share as
defined in that Statement is not materially different from the Primary Earnings
per Share amount presented.
-6-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations - Comparison of Second Quarter 1997 to Second Quarter 1996
- --------------------------------------------------------------------------------
The Company reported consolidated net income of $19.1 million, or $.49 per
common share, in the second quarter of 1997 as compared with $18.9 million, or
$.48 per common share pro forma, in the year-ago quarter. Second quarter 1997
earnings benefited from a $6.9 million pre-tax gain (eleven cents per common
share) on the sale of the Company's property in Boston. Reduced quarter-to-
quarter earnings, excluding the gain on the Boston property, resulted primarily
from lower selling prices which pressured gross margins, and from significantly
higher interest expense and a lack of interest income resulting from the
recapitalization. Partially offsetting these impacts were increased tonnage
volumes and reduced expenses per ton.
Consolidated net sales of $730.0 million were 20% higher than the year-
earlier period. Volume increased 23% to 780,000 tons from 635,000 tons, as a
result of market share gains in part due to the acquisitions of Thypin Steel and
Cardinal Metals during the first quarter of 1997, as well as increased service
center industry shipment levels. Average selling price declined 2% to $935 per
ton from $957 per ton a year ago.
Gross profit per ton decreased to $205 from $224 in the year-ago quarter
due to continued pressure from declining industrywide metals prices. Expenses,
defined as operating expenses, depreciation and amortization, were reduced to
$160 per ton (excluding the gain on the Boston sale) from $172 per ton in the
second quarter of 1996.
Operating profit of $42.3 million was 29% higher than the $32.7 million
recorded in the year-ago quarter, mainly due to the gain on the Boston property
and acquisitions.
Comparison of First Six Months of 1997 to First Six Months of 1996
- ------------------------------------------------------------------
For the first six months of 1997, the Company reported net income of $35.6
million, or $.91 per common share, compared to $41.3 million or $1.05 per common
share on a pro forma basis, for the same period a year ago.
Net sales of $1.39 billion were up 13 percent from the year-ago level due
to market share gains in part due to acquisitions, as well as increased service
center industry shipment levels.
Operating profit increased 12% to $77.3 million in the first six months of
1997 from $69.3 million in the same period a year ago. The increase is
attributable to the gains on the sale of the Boston and Jersey City facilities.
-7-
<PAGE>
Liquidity and Financing
- -----------------------
As part of the recapitalization that took place in 1996, the Company issued
$250 million of long term debt ("Notes") and established a committed four-year
$250 million bank revolving credit facility. Restrictions contained in the bank
facility and the Notes indenture prohibit the Company from, among other things,
declaring or paying dividends on Company common stock under certain conditions.
At June 30, 1997, up to $62 million of common dividends could have been paid.
In order to provide additional borrowing flexibility, the Company established
a five-year $250 million uncommitted line of credit with its parent, Inland
Steel Industries, Inc. ("Industries") on March 27, 1997. Interest under this
credit line is at market rates. Under terms of the agreement, Industries may, at
its sole option, demand repayment of any or all amounts outstanding at any time.
At June 30, 1997, the Company had outstanding borrowing of $126.5 million.
The short term borrowings were used entirely for the acquisition of Thypin Steel
and Cardinal Metals during the first quarter of 1997, including the repayment of
debt assumed in the Thypin acquisition. On a combined basis, the Company had
committed and uncommitted lines of credit of $373.5 million unused as of June
30, 1997. However, the Company currently intends to have outstanding at any time
under the Industries line no more than is available under the bank credit
facility. Additionally, a covenant contained in the bank credit facility
restricts the amount of additional debt, including additional borrowings under
the credit lines that the Company can incur, to $209 million as of June 30,
1997.
-8-
<PAGE>
Part II. OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
(a) A meeting of stockholders was held on May 28, 1997 and was an
annual meeting.
(b) No answer is required.
(c) The election of two nominees for director of the Company was voted
upon at the meeting. The number of affirmative votes and the
number of votes withheld with respect to such approval is as
follows:
Nominee Affirmative Votes Votes Withheld
------- ----------------- --------------
John-Pierre Rosso 140,321,104 531,029
Ronald L. Thompson 140,321,104 531,029
The results of the voting for approval of the Ryerson Tull 1996
Incentive Stock Plan (the "1996 Plan") are as follows:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
140,210,072 566,911 75,150 -0-
The results of the voting for approval of the Ryerson Tull, Inc.
Annual Performance Improvement Incentive Plan (the "Performance
Plan") are as follows:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
140,742,792 27,804 81,537 -0-
The results of the voting for the election of Price Waterhouse LLP
to audit the accounts of the Company and its subsidiaries for 1997
are as follows:
For Against Abstain
--- ------- -------
140,849,994 1,149 990
There were no matters voted upon at the meeting, other than
approval of the 1996 Plan and the Performance Plan, to which
broker non-votes applied.
(d) Not applicable.
-9-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
3.1 Restated Certificate of Incorporation of the Company (Filed as Exhibit
3.1 to the Company's Registration Statement on Form S-1 (File No. 333-
3235), and incorporated by reference herein.)
3.2 By-Laws of the Company. (Filed as Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 and
incorporated by reference herein.)
4.1 Indenture, dated as of July 1, 1996, between the Company and The Bank
of New York. (Filed as Exhibit 4.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1996 and incorporated by
reference herein.)
4.2 Specimen of 8 1/2% Note due July 15, 2001. (Filed as Exhibit 4.2 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 and incorporated by reference herein.)
4.3 Specimen of 9 1/8% Note due July 15, 2006. (Filed as Exhibit 4.3 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 and incorporated by reference herein.)
4.4 Rights Agreement between the Company and Harris Trust and Savings
Bank, as Rights Agent, dated as of June 10, 1996. (Filed as Exhibit
4.4 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 and incorporated by reference herein.)
4.5 Form of Class A Common Stock Certificate. (Filed as Exhibit 4.5 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996 and incorporated by reference herein.)
[The registrant hereby agrees to provide a copy of any other agreement
relating to long-term debt at the request of the Commission.]
27 Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the second quarter of 1997.
-10-
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RYERSON TULL, INC.
By Lily L. May
---------------------------------
Lily L. May
Controller and
Principal Accounting Officer
Date: August 13, 1997
-11-
<PAGE>
Part l -- Schedule A
RYERSON TULL, INC.
AND SUBSIDIARY COMPANIES
(A majority-owned subsidiary of Inland Steel Industries, Inc.)
SUMMARY OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
==================================================================================================
Dollars in Millions
-----------------------------------
June 30, 1997 December 31, 1996
--------------- -----------------
<S> <C> <C> <C>
STOCKHOLDERS' EQUITY (unaudited)
Series A common stock ($1 par value)
- 5,280,763 shares and 5,277,127 shares issued
and outstanding as of June 30, 1997 and $ 5.3 $ 5.3
December 31, 1996, respectively
Series B common stock ($1 par value)
- 34,000,000 shares issued and outstanding
as of June 30, 1997 and December 31, 1996 34.0 34.0
Capital in excess of par value (1) (2) 304.6 304.5
Retained earnings
Balance beginning of year $22.4 $ 173.9
Net income 35.6 63.3
Retained earnings impact of Pension Plan split - (16.5)
Dividends on common stock (2) - 58.0 (198.3) 22.4
------- -------
Cumulative translation adjustment (1.3) (1.3)
Restricted stock awards (0.4) (0.5)
Treasury stock, at cost
- 5,673 shares as of June 30, 1997 (0.1) -
------ ------
Total Stockholders' Equity $400.1 $364.4
====== ======
</TABLE>
(1) Capital in excess of par at December 31, 1996 was increased from December
31, 1995 by $71.9 million due to the issuance of Series A common stock and
$18.9 million as a result of the contribution of Inland Industries de
Mexico to Ryerson Tull. It was decreased by $34.0 million for the issuance
of Series B common stock as part of the recapitalization of Ryerson Tull.
(2) Of the $445.9 million of dividends paid in the 1996 second quarter, $198.3
million eliminated the balance in retained earnings at June 26, 1996 while
the remaining $247.6 million reduced capital in excess of par.
-12-
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Sequential
Number Description Page No.
- ------ ----------- ----------
<C> <S> <C>
3.1 Restated Certificate of Incorporation of the Company (Filed as Exhibit
3.1 to the Company's Registration Statement on Form S-1 (File No. 333-
3235), and incorporated by reference herein.)
3.2 By-Laws of the Company. (Filed as Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 and
incorporated by reference herein.)
4.1 Indenture, dated as of July 1, 1996, between the Company and The
Bank of New York. (Filed as Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996 and
incorporated by reference herein.)
4.2 Specimen of 8 1/2% Note due July 15, 2001. (Filed as Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 and incorporated by reference herein.)
4.3 Specimen of 9 1/8% Note due July 15, 2006. (Filed as Exhibit 4.3 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 and incorporated by reference herein.)
4.4 Rights Agreement between the Company and Harris Trust and Savings
Bank, as Rights Agent, dated as of June 10, 1996. (Filed as Exhibit 4.4
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996 and incorporated by reference herein.)
4.5 Form of Class A Common Stock Certificate. (Filed as Exhibit 4.5 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 and incorporated by reference herein.)
[The registrant hereby agrees to provide a copy of any
other agreement relating to long-term debt at the
request of the Commission.]
27 Financial Data Schedule....................................................
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the second quarter of 1997.
</TABLE>
-13-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED STATEMENT OF OPERATIONS, THE CONSOLIDATED BALANCE SHEET, AND
THE SUMMARY OF STOCKHOLDERS' EQUITY CONTAINED IN THE QUARTERLY REPORT ON FORM
10-Q TO WHICH THIS EXHIBIT IS ATTACHED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL SCHEDULES.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 333,400
<ALLOWANCES> 7,900
<INVENTORY> 420,300
<CURRENT-ASSETS> 758,900
<PP&E> 520,700
<DEPRECIATION> 249,700
<TOTAL-ASSETS> 1,167,700
<CURRENT-LIABILITIES> 359,400
<BONDS> 263,100
0
0
<COMMON> 39,300
<OTHER-SE> 360,800
<TOTAL-LIABILITY-AND-EQUITY> 1,167,700
<SALES> 1,390,700
<TOTAL-REVENUES> 1,390,700
<CGS> 1,225,400
<TOTAL-COSTS> 1,225,400
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,600
<INCOME-PRETAX> 58,700
<INCOME-TAX> 23,100
<INCOME-CONTINUING> 35,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 35,600
<EPS-PRIMARY> .91
<EPS-DILUTED> .91
</TABLE>
