<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 1-2438
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 August 7, 1997.
<PAGE>
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 Six Months Ended
June 30 June 30
-------------------- -------------------
1997 1996 1997 1996
-------- ---------- --------- --------
<S> <C> <C> <C> <C>
NET SALES $643.8 $ 604.9 $1,250.4 $1,220.6
------ --------- -------- --------
OPERATING COSTS AND EXPENSES
Cost of goods sold 559.3 551.1 1,083.1 1,113.0
Selling, general and
administrative expenses 10.7 11.5 22.1 21.4
Depreciation 33.8 31.0 66.9 62.3
Gain from sale of assets (Note 3) (9.0) - (9.0) -
------ --------- -------- --------
Total 594.8 593.6 1,163.1 1,196.7
------ --------- -------- --------
OPERATING PROFIT 49.0 11.3 87.3 23.9
General corporate expense,
net of income items 3.9 3.6 7.6 6.8
Interest and other expense on debt 10.3 12.1 21.6 24.8
------ --------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES 34.8 (4.4) 58.1 (7.7)
PROVISION FOR INCOME TAXES 13.8 1.7Cr. 23.4 2.9Cr.
------ --------- -------- --------
NET INCOME (LOSS) $ 21.0 $ (2.7) $ 34.7 $ (4.8)
====== ========= ======== ========
</TABLE>
Cr. = Credit
See notes to consolidated financial statements
-1-
<PAGE>
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
--------------------
Six Months Ended
June 30
--------------------
1997 1996
---------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 34.7 $ (4.8)
------- ------
Adjustments to reconcile net income (loss) to
net cash provided from operating activities:
Depreciation 66.9 62.3
Deferred income taxes 21.8 (3.7)
Deferred employee benefit cost 4.3 9.3
Gain from sale of assets (9.0) -
Change in: Receivables 7.2 3.2
Inventories 28.9 45.3
Accounts payable (28.0) (35.5)
Payables to related companies .6 1.4
Accrued salaries and wages 4.7 (8.4)
Other accrued liabilities 3.2 6.8
Other deferred items (1.1) (2.8)
------- ------
Net adjustments 99.5 77.9
------- ------
Net cash provided from operating activities 134.2 73.1
------- ------
INVESTING ACTIVITIES
Capital expenditures (32.8) (67.2)
Investments in and advances to joint ventures, net 10.1 11.5
Proceeds from sale of assets 15.0 3.4
------- ------
Net cash used for investing activities (7.7) (52.3)
------- ------
FINANCING ACTIVITIES
Long-term debt retired (4.4) (3.9)
Change in notes payable to related companies (109.2) (4.0)
Dividends paid (12.9) (12.9)
------- ------
Net cash used for financing activities (126.5) (20.8)
------- ------
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) $ 21.8 $ 24.3
Income taxes, net 1.4 (5.8)
</TABLE>
See notes to consolidated financial statements
-2-
<PAGE>
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES
(A wholly owned subsidiary of Inland Steel Industries, Inc.)
Consolidated Balance Sheet
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
----------------------------------------
ASSETS June 30, 1997 December 31, 1996
- ------ ------------------- ------------------
(unaudited)
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ - $ -
Receivables 218.4 225.6
Inventories - principally at LIFO
In process and finished products $ 104.6 $ 106.5
Raw materials and supplies 48.5 153.1 75.5 182.0
-------- --------
Deferred income taxes 18.1 18.6
-------- --------
Total current assets 389.6 426.2
INVESTMENTS IN AND ADVANCES
TO JOINT VENTURES 217.0 221.4
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost 4,044.7 4,011.4
Less: Reserve for depreciation,
amortization and depletion 2,608.9 2,542.0
Allowance for terminated facilities 100.7 1,335.1 100.7 1,368.7
-------- --------
PREPAID PENSION COSTS 54.2 58.5
DEFERRED INCOME TAXES 227.1 248.4
OTHER ASSETS 11.4 19.6
-------- --------
Total Assets $2,234.4 $2,342.8
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $ 193.1 $ 217.7
Payables to related companies
Notes 163.3 272.5
Trade & other 4.5 3.9
Accrued liabilities 150.4 142.5
Long-term debt due within one year 11.7 7.7
-------- --------
Total current liabilities 523.0 644.3
LONG-TERM DEBT 299.6 307.9
DEFERRED EMPLOYEE BENEFITS 1,130.1 1,130.1
OTHER CREDITS 49.1 49.7
-------- --------
Total liabilities 2,001.8 2,132.0
STOCKHOLDER'S EQUITY (Schedule A) 232.6 210.8
-------- --------
Total Liabilities and Stockholder's Equity $2,234.4 $2,342.8
======== ========
</TABLE>
See notes to consolidated financial statements
-3-
<PAGE>
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
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/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 $8.3 million and $9.0 million by Industries for the first six months of
1997 and 1996, 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 six months of 1997 totaled $10.4 million as compared with $7.1 million
for the first six months of 1996.
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 Six Months
Ended June 30 Ended June 30
------------------- ------------------
1997 1996 1997 1996
------ ----- ------ ------
<S> <C> <C> <C> <C>
Net Product Sales $52.3 $48.3 $111.4 $105.8
Net Product Purchases 3.9 4.6 8.3 10.7
</TABLE>
NOTE 3/SALE OF ASSETS
During the second quarter of 1997, the Company sold its interest in the Wabush
iron ore mine to the managing partner, Cleveland Cliffs, resulting in a pretax
gain of $9.0 million.
NOTE 4/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 $30 million at June 30, 1997 compared with $34 million
at December 31, 1996.
-4-
<PAGE>
Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
RESULTS OF OPERATIONS - Comparison of First Six Months of 1997 to First Six
- ---------------------------------------------------------------------------
Months of 1996
- --------------
The Company reported consolidated net income of $34.7 million in the first
six months of 1997 compared with a net loss of $4.8 million in the comparable
1996 period. Increased operating profit was the principal reason for the
improvement.
The Company's net sales improved two percent from the year-earlier period
to $1.25 billion due entirely to higher average selling price as volume remained
virtually unchanged. The increase in net sales combined with improved operating
cost performance and a $9.0 million gain from the sale of the Company's interest
in the Wabush iron ore property were the primary factors contributing to the
$63.4 million year-to-year increase in operating profit.
-5-
<PAGE>
PART II. OTHER INFORMATION
---------------------------
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
-6-
<PAGE>
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1983; (xxvi) Exhibit 4(i) filed with the 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; (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
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996.
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
June 30, 1997.
-7-
<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.
INLAND STEEL COMPANY
By Cynthia C. Heath
---------------------------------
Cynthia C. Heath
Vice President -
Finance and Purchasing,
Principal Financial Officer
and Controller
Date: August 12, 1997
-8-
<PAGE>
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
--------------------------------------------------
June 30, 1997 December 31, 1996
------------------ --------------------
<S> <C> <C> <C> <C>
(unaudited)
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 $ (983.7) $(949.5)
Net income(loss) 34.7 (17.9)
Impact of pension plan split - 9.5
Dividends (12.9) (961.9) (25.8) (983.7)
--------- -------- ------ --------
Total Stockholder's Equity $ 232.6 $ 210.8
======= =======
</TABLE>
-9-
<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> 237,700
<ALLOWANCES> 19,300
<INVENTORY> 153,100
<CURRENT-ASSETS> 389,600
<PP&E> 4,044,700
<DEPRECIATION> 2,709,600
<TOTAL-ASSETS> 2,234,400
<CURRENT-LIABILITIES> 523,000
<BONDS> 299,600
0
0
<COMMON> 0
<OTHER-SE> 232,600
<TOTAL-LIABILITY-AND-EQUITY> 2,234,400
<SALES> 1,249,100
<TOTAL-REVENUES> 1,250,400
<CGS> 1,148,900
<TOTAL-COSTS> 1,150,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,600
<INCOME-PRETAX> 58,100
<INCOME-TAX> 23,400
<INCOME-CONTINUING> 34,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 34,700
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
