<PAGE> 1
THIRD QUARTER - 1996
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 September 30, 1996
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 1-2438
I.R.S. Employer Identification Number 36-1262880
INLAND STEEL COMPANY
(a Delaware Corporation)
30 West Monroe Street
Chicago, Illinois 60603
Telephone: (312) 346-0300
Registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form with the reduced disclosure
format.
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: 980 shares of the Company's
Common Stock ($1.00 par value per share) were outstanding as of November 7,
1996.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
===============================================================================
<TABLE>
<CAPTION>
Dollars in Millions
---------------------------------------------------------
Three Months Ended Nine Months Ended
September 30 September 30
---------------------------- -------------------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET SALES $ 574.9 $ 574.3 $1,795.5 $1,911.4
-------- -------- -------- --------
OPERATING COSTS AND EXPENSES
Cost of goods sold 506.0 486.1 1,619.0 1,618.9
Selling, general and
administrative expenses 12.4 18.9 33.8 40.8
Depreciation 31.6 30.1 93.9 91.6
-------- -------- -------- --------
Total 550.0 535.1 1,746.7 1,751.3
-------- -------- -------- --------
OPERATING PROFIT 24.9 39.2 48.8 160.1
General corporate expense,
net of income items 3.5 7.8 10.3 15.3
Interest and other expense on debt 11.9 14.5 36.7 39.2
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 9.5 16.9 1.8 105.6
PROVISION FOR INCOME TAXES 3.7 6.5 .9 40.7
-------- -------- -------- --------
INCOME BEFORE EXTRAORDINARY LOSS 5.8 10.4 .9 64.9
EXTRAORDINARY LOSS ON EARLY RETIREMENT
OF DEBT 8.8 - 8.8 -
-------- -------- -------- --------
NET INCOME (LOSS) $ (3.0) $ 10.4 $ (7.9) $ 64.9
======== ======== ======== ========
</TABLE>
See notes to consolidated financial statements
-1-
<PAGE> 3
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
-------------------
Nine Months Ended
September 30
-------------------------------
1996 1995
--------- --------
<S> <C> <<C>
OPERATING ACTIVITIES
Net income (loss) $ (7.9) $ 64.9
------- -------
Adjustments to reconcile net income (loss) to
net cash provided from operating activities:
Depreciation 93.9 91.6
Deferred income taxes 2.2 47.7
Deferred employee benefit cost 10.2 (113.7)
Change in: Receivables 15.4 37.7
Inventories 28.9 (60.5)
Advances - (28.2)
Accounts payable (48.3) (32.8)
Payables to related companies 11.9 7.6
Accrued salaries and wages (5.8) (7.0)
Other accrued liabilities 8.7 44.3
Other deferred items (19.4) (3.3)
------- --------
Net adjustments 97.7 (16.6)
------- --------
Net cash provided from operating activities 89.8 48.3
------- -------
INVESTING ACTIVITIES
Capital expenditures (111.4) (70.8)
Investments in and advances to joint ventures, net 18.9 12.6
Proceeds from sales of assets 4.8 1.0
------- -------
Net cash used for investing activities (87.7) (57.2)
------- -------
FINANCING ACTIVITIES
Long-term debt issued 37.2 16.8
Long-term debt retired (144.0) (23.0)
Change in notes payable to related companies 124.0 34.5
Dividends paid (19.3) (19.4)
------- --------
Net cash provided from (used for) financing activities (2.1) 8.9
------- --------
Net change in cash and cash equivalents - -
Cash and cash equivalents - beginning of year - -
------- --------
Cash and cash equivalents - end of period $ - $ -
======= ========
SUPPLEMENTAL DISCLOSURES
Cash paid (received) during the period for:
Interest (net of amount capitalized) $ 29.6 $ 28.6
Income taxes, net (15.6) (11.4)
</TABLE>
See notes to consolidated financial statements
-2-
<PAGE> 4
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
CONSOLIDATED BALANCE SHEET
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
-------------------------------------------------------------------
ASSETS September 30, 1996 December 31, 1995
- ------ --------------------------- -----------------------------
(unaudited)
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ - $ -
Receivables 225.9 241.3
Inventories - principally at LIFO
In process and finished products $ 105.8 $ 124.5
Raw materials and supplies 63.9 169.7 74.1 198.6
--------- --------
Deferred income taxes 30.8 29.9
-------- --------
Total current assets 426.4 469.8
INVESTMENTS IN AND ADVANCES
TO JOINT VENTURES 207.0 214.3
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost 3,972.4 3,858.5
Less: Reserve for depreciation,
amortization and depletion 2,518.2 2,425.0
Allowance for terminated facilities 100.7 1,353.5 100.7 1,332.8
--------- --------
PREPAID PENSION COSTS 58.2 44.2
DEFERRED INCOME TAXES 253.3 261.5
OTHER ASSETS 19.9 21.9
-------- --------
Total Assets $2,318.3 $2,344.5
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $ 175.1 $ 223.4
Payables to related companies
Notes 261.4 137.4
Trade & other 16.2 4.3
Accrued liabilities 176.9 174.0
Long-term debt due within one year 8.4 7.7
--------- --------
Total current liabilities 638.0 546.8
LONG-TERM DEBT 302.8 409.4
DEFERRED EMPLOYEE BENEFITS 1,098.5 1,089.0
OTHER CREDITS 51.7 54.3
-------- --------
Total liabilities 2,091.0 2,099.5
STOCKHOLDER'S EQUITY (Schedule A) 227.3 245.0
--------- ---------
Total Liabilities and Stockholder's Equity $2,318.3 $2,344.5
======== ========
</TABLE>
See notes to consolidated financial statements
-3-
<PAGE> 5
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES
(A wholly 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
September 30, 1996 and for the three-month and nine-month periods ended
September 30, 1996 and 1995 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, 1995.
NOTE 2/RELATED PARTY TRANSACTIONS
The Company has agreed to procedures established by Inland Steel Industries,
Inc. ("Industries") for charging Industries' administrative expenses to the
operating companies owned by it. Pursuant to these procedures, the Company was
charged $13.4 million and $14.0 million by Industries for the first nine months
of 1996 and 1995, respectively, for management, financial and legal services
provided to the Company.
Procedures also have been established to charge interest on all intercompany
loans within the Industries group of companies. Such loans currently bear
interest at the prime rate. The Company's net intercompany interest expense
for the first nine months of 1996 totaled $12.0 million as compared to $10.5
million for the first nine months of 1995.
The Company sells to and purchases products from other companies within the
Industries group of companies. Such transactions are made at prevailing market
prices. These transactions are summarized as follows:
<TABLE>
<CAPTION>
Dollars in Millions
---------------------------------------------------------
Three Months Nine Months
Ended September 30 Ended September 30
-------------------------- ------------------------
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Product Sales $48.6 $35.7 $154.4 $121.5
Net Product Purchases 4.0 4.0 14.7 15.3
</TABLE>
NOTE 3/RETIREMENT BENEFITS
Effective April 30, 1996, that portion of the Industries Pension Plan covering
Ryerson Tull, Inc. ("RT") current and former employees was separated and became
a new and separate plan sponsored by RT. Due to this separation, the Company's
benefit obligation was remeasured using plan data and actuarial assumptions as
of April 30, 1996, including a change in the discount rate from 7.75 percent
used previously to 8.0 percent. As a result, the Company recognized a $14.6
million increase in its prepaid pension costs, a $9.5 million reduction in the
accumulated deficit and a $5.1 million deferred tax asset decrease.
-4-
<PAGE> 6
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
===============================================================================
NOTE 4/LONG-TERM DEBT
In July 1996, the Company made a tender offer for all $125 million principal
amount outstanding of its Series T First Mortage Bonds, $98.7 million of which
was tendered. Funds for the tender were provided as a loan by Industries. In
August 1996, the Company refinanced $38 million of Pollution Control Project
No. 9 Bonds, which carried an interest rate of 10 percent, with 7.25 percent
interest bonds. As a result of these early redemptions, the Company recognized
an extraordinary after-tax loss of approximately $8.8 million, $13.6 million
before income taxes, in the 1996 third quarter.
NOTE 5/COMMITMENTS
The total amount of firm commitments of the Company and its subsidiaries to
contractors and suppliers, primarily in connection with additions to property,
plant and equipment, was $51 million at September 30, 1996 compared with $55
million at December 31, 1995.
-5-
<PAGE> 7
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - Comparison of First Nine Months of 1996 to First Nine
Months of 1995
The Company reported a consolidated net loss of $7.9 million in the first
nine months of 1996 compared with net income of $64.9 million in the comparable
1995 period. A deterioration in operating results was the principal factor
leading to the decrease. Net income in the current quarter was also negatively
impacted by an $8.8 million extraordinary loss associated with the early
retirement of debt.
Company net sales of $1.80 billion in the first nine months of 1996 were
6 percent lower than that reported in the 1995 period, due entirely to a lower
average selling price. Steel mill shipments increased by less than one percent
on a comparable period-to-period basis. The lower average selling price was
also the primary factor in the decline in operating profit to $48.8 million
from $160.1 million a year ago.
During the 1996 third quarter, the Company made a tender offer for the
entire $125 million principal amount of its Series T First Mortgage Bonds
outstanding, of which $98.7 million was tendered. In connection with the
tender offer, the Company solicited and received consents from the holders of
at least a majority of the Series T Bonds to amendments to the indenture
governing the bonds. See Item 2 of Part II of this Form 10-Q. The Company
also refinanced $38 million of its 10 percent pollution control bonds with
bonds bearing a rate of 7.25 percent. As a result of these redemptions, the
Company recognized an extraordinary after-tax loss of approximately $8.8
million, $13.6 million before income taxes, in the third quarter of 1996.
SUBSEQUENT EVENT
The Company has reached an agreement with Sun Coal and Coke Company and
a unit of NIPSCO Industries for a heat recovery coke battery and an associated
energy recovery and flue-gas desulphurization facility, to be located at the
Indiana Harbor Works. Sun will design, build, finance and operate the
cokemaking portion of the project. A unit of NIPSCO Industries will design,
build, finance and operate the portion of the project which will clean the
coke plant's flue gas and convert the heat into steam and electricity. Sun,
the NIPSCO unit and other third parties will invest approximately $350 million
in the project. The Company has committed to purchase, for approximately 15
years, 1.2 million tons of coke annually from the facility on a take-or-pay
basis, as well as energy produced by the facility through a tolling
arrangement. The Company will also advance approximately $30 million during
construction of the project which will be credited against the energy tolling
arrangement.
-6-
<PAGE> 8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In October 1996, the Company received a notification from the
Indiana Department of Environmental Management, as lead administrative
trustee, that the natural resource trustees (which also include the
Indiana Department of Natural Resources, the U. S. Department of the
Interior, Fish and Wildlife Service and the National Park Service) intend
to perform a natural resource damage assessment on the Grand Calumet
River and Indiana Harbor Canal system. The notification further states
that the Company has been identified as a potentially responsible party
in connection with the release of hazardous substances and oil and the
subsequent damages resulting from natural resource injury. Because of
the preliminary nature of this matter, it is not possible at this time to
predict the amount of the Company's potential liability or whether such
potential liability could materially affect the Company's financial
position.
ITEM 2. CHANGES IN SECURITIES
(a) In connection with a tender offer for all $125,000,000 aggregate
principal amount of its First Mortgage 12% Bonds, Series T, due
December 1, 1998 (the "Series T Bonds"), the Company solicited and
received consents from the holders of at least a majority of the
aggregate principal amount of the Series T Bonds to amendments to
the indenture and supplemental indenture pursuant to which the
Series T Bonds were issued (such indenture and supplemental
indenture together, the "Indenture"). The Company and the
trustees under the Indenture executed a supplemental indenture
dated as July 29, 1996, reflecting the amendments. The
amendments became effective on August 1, 1996.
The amendments to the Indenture eliminated covenants that,
subject in each case to certain exceptions, (i) restricted the
incurrence of additional indebtedness by the Company, (ii)
restricted the incurrence of debt and the issuance of preferred
stock by "Restricted Subsidiaries" (as defined in the Indenture),
(iii) restricted (a) the payment of dividends or distributions
by the Company on its capital stock, (b) the acquisition by
the Company or any of its subsidiaries of the capital stock of
the Company or any options, warrants or rights to purchase or
acquire shares of capital stock of the Company, (c) investments
by the Company or any of its subsidiaries in certain affiliates
and (d) the payment or redemption prior to maturity of "Debt"
(as defined in the Indenture) of the Company that is subordinate
to the Series T Bonds (transactions described in clauses (a)
through (d) being referred to as "Restricted Payments"), (iv)
restricted limitations on the ability of "Restricted
Subsidiaries" to pay dividends or distributions, make loans or
advances to the Company or any of its subsidiaries and transfer
assets to the Company, (v) restricted the incurrence of liens by
the Company and "Restricted Subsidiaries," (vi) restricted the
ability of the Company and the "Restricted Subsidiaries" to
engage in "Sale and Leaseback Transactions" (as defined in the
Indenture), (vii) restricted investments by the Company and its
"Restricted Subsidiaries" in "Unrestricted Subsidiaries" (as
defined in the Indenture), (viii) restricted the ability of the
Company and its "Restricted Subsidiaries" to engage in
transactions with certain "Affiliates" (as defined in the
Indenture), (ix) imposed certain financial conditions to the
consummation of certain mergers, asset sales and acquisitions
of the stock, assets or business of other persons of or by the
Company or any "Restricted Subsidiary" and (x) required the
Company to file reports under the Exchange Act and to provide
copies of such reports to the trustees and holders and
prospective holders of Series T Bonds.
(b) See (a) above.
-7-
<PAGE> 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3.(i) Copy of Restated Certificate of Incorporation of the Company.
(Filed as Exhibit 3-A to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992, and incorporated by
reference herein.)
3.(ii) Copy of By-laws, as amended, of the Company. (Filed as Exhibit
3.(ii) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated by reference herein.)
4.A Copy of First Mortgage Indenture, dated April 1, 1928, between
the Company and First Trust and Savings Bank and Melvin A.
Traylor, as Trustees, and of supplemental indentures thereto, to
and including the Thirty-Fifth Supplemental Indenture,
incorporated by reference from the following Exhibits: (i)
Exhibits B-1(a), B-1(b), B-1(c), B-1(d) and B-1(e), filed with
the Company's Registration Statement on Form A-2 (No. 2-1855);
(ii) Exhibits D-1(f) and D-1(g), filed with the Company's
Registration Statement on Form E-1 (No. 2-2182); (iii) Exhibit
B-1(h), filed with the Company's Current Report on Form 8-K dated
January 18, 1937; (iv) Exhibit B-1(i), filed with the Company's
Current Report on Form 8-K, dated February 8, 1937; (v) Exhibits
B-1(j) and B-1(k), filed with the Company's Current Report on
Form 8-K for the month of April, 1940; (vi) Exhibit B-2, filed
with the Company's Registration Statement on Form A-2 (No.
2-4357); (vii) Exhibit B-1(l), filed with the Company's Current
Report on Form 8-K for the month of January, 1945; (viii) Exhibit
1, filed with the Company's Current Report on Form 8-K for the
month of November, 1946; (ix) Exhibit 1, filed with the Company's
Current Report on Form 8-K for the months of July and August,
1948; (x) Exhibits B and C, filed with the Company's Current
Report on Form 8-K for the month of March, 1952; (xi) Exhibit A,
filed with the Company's Current Report on Form 8-K for the month
of July, 1956; (xii) Exhibit A, filed with the Company's Current
Report on Form 8-K for the month of July, 1957; (xiii) Exhibit B,
filed with the Company's Current Report on Form 8-K for the
month of January, 1959; (xiv) the Exhibit filed with the
Company's Current Report on Form 8-K for the month of December,
1967; (xv) the Exhibit filed with the Company's Current Report on
Form 8-K for the month of April, 1969; (xvi) the Exhibit filed
with the Company's Current Report on Form 8-K for the month of
July, 1970; (xvii) the Exhibit filed with the amendment on Form 8
to the Company's Current Report on Form 8-K for the month of
April 1974; (xviii) Exhibit B, filed with the Company's Current
Report on Form 8-K for the month of September, 1975; (xix)
Exhibit B, filed with the Company's Current Report on Form 8-K
for the month of January, 1977; (xx) Exhibit C, filed with the
Company's Current Report on Form 8-K for the month of February,
1977; (xxi) Exhibit B, filed with the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1978; (xxii) Exhibit
B, filed with the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1980; (xxiii) Exhibit 4-D, filed with the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1980; (xxiv) Exhibit 4-D, filed with the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1982; (xxv) Exhibit 4-E, filed with the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1983; (xxvi)
Exhibit 4(i) filed with the Steel Company's Registration
Statement on Form S-2 (No. 33-43393); (xxvii) Exhibit 4 filed
with the Company's Current Report on Form 8-K dated June 23,
1993; and (xxviii) Exhibit 4.C filed with the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995; (xxix)
Exhibit 4.C filed with the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1995, and (xxx) Exhibit
4.C filed with the Steel Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996.
-8-
<PAGE> 10
4.B Copy of consolidated reprint of First Mortgage Indenture, dated
April 1, 1928, between the Company and First Trust and Savings
Bank and Melvin A. Traylor, as Trustees, as amended and
supplemented by all supplemental indentures thereto, to and
including the Thirteenth Supplemental Indenture. (Filed as
Exhibit 4-E to Form S-1 Registration Statement No. 2-9443, and
incorporated by reference herein.)
27 Financial Data Schedule.
(b) Reports on Form 8-K.
The Company did not file any reports on Form 8-K during the
quarter ended September 30, 1996.
-9-
<PAGE> 11
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.
INLAND STEEL COMPANY
By Cynthia C. Heath
---------------------------------
Cynthia C. Heath
Vice President -
Finance and Purchasing,
Principal Financial Officer
and Controller
Date: November 11, 1996
-10-
<PAGE> 12
Part I -- Schedule A
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
SUMMARY OF STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
Dollars in Millions
---------------------------------------------------------------------
September 30, 1996 December 31, 1995
------------------------------- -------------------------
(unaudited)
<S> <C> <C> <C>
STOCKHOLDER'S EQUITY
- --------------------
Series A preferred stock ($1 par value)
- 10 shares issued and outstanding $ - $ -
Series B preferred stock ($1 par value)
- 50 shares issued and outstanding - -
Series C preferred stock ($1 par value)
- 50 shares issued and outstanding - -
Common stock ($1 par value)
- 980 shares issued and outstanding - -
Additional paid-in capital 1,194.5 1,194.5
Accumulated deficit
Balance beginning of year $ (949.5) $ (992.7)
Net income (loss) (7.9) 69.1
Retained earnings impact
of Pension Plan split 9.5 -
Dividends (19.3) (967.2) (25.9) (949.5)
-------- -------- ------- --------
Total Stockholder's Equity $ 227.3 $ 245.0
======== ========
</TABLE>
-11-
<TABLE> <S> <C>
<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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 243,900
<ALLOWANCES> 18,000
<INVENTORY> 169,700
<CURRENT-ASSETS> 426,400
<PP&E> 3,972,400
<DEPRECIATION> 2,618,900
<TOTAL-ASSETS> 2,318,300
<CURRENT-LIABILITIES> 638,000
<BONDS> 302,800
<COMMON> 0
0
0
<OTHER-SE> 227,300
<TOTAL-LIABILITY-AND-EQUITY> 2,318,300
<SALES> 1,793,300
<TOTAL-REVENUES> 1,795,500
<CGS> 1,711,100
<TOTAL-COSTS> 1,712,900
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36,700
<INCOME-PRETAX> 1,800
<INCOME-TAX> 900
<INCOME-CONTINUING> 900
<DISCONTINUED> 0
<EXTRAORDINARY> (8,800)
<CHANGES> 0
<NET-INCOME> (7,900)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
