ISPAT INLAND INC, 10-K405, 2000-03-30

ISPAT INLAND INC
10-K405, 2000-03-30
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)

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<PAGE> 1

1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

[ ] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 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 No. 1-2438

ISPAT INLAND INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 36-1262880
(State of Incorporation) (I.R.S. Employer Identification No.)
3210 WATLING STREET, EAST CHICAGO, INDIANA 46312
(Address of principal executive offices) (Zip Code)
</TABLE>

Registrant's telephone number, including area code: (219) 399-1200

Registrant meets the conditions set forth in general instruction I(1)(a)
and (b) of Form 10-K and is therefore filing this form with the reduced
disclosure format.

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ------------------- -----------------------------------------
<S> <C>
First Mortgage Bonds:
Series R, 7.90% Due January 15, 2007........ New York Stock Exchange, Inc.
</TABLE>

Securities registered pursuant to Section 12(g) of the Act:
None

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 and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in any amendment to this Form 10-K. [X]

The number of shares of Common Stock ($.01 par value) of the registrant
outstanding as of March 22, 2000 was 100, all of which shares were owned by
Ispat Inland Holdings, Inc.
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<PAGE> 2

PART I

ITEM 1. BUSINESS.

Ispat Inland Inc. (the "Company" or the "Successor Company"), a Delaware
corporation and an indirect wholly owned subsidiary of Ispat International N.V.
("Ispat"), is an integrated domestic steel company. The Company produces and
sells a wide range of steels, of which approximately 99% consists of carbon and
high-strength low-alloy steel grades. It is also a participant in certain iron
ore production and steel-finishing joint ventures.

The Company has a single business segment, which comprises the operating
companies and divisions involved in the manufacturing of basic steel products
and in related raw materials operations.

On July 16, 1998, Ispat acquired Inland Steel Company (the "Predecessor
Company") from Inland Steel Industries, Inc. ("Industries") in accordance with
an Agreement and Plan of Merger ("Agreement"), dated as of May 27, 1998, amended
as of July 16, 1998 (the "Acquisition"). The Predecessor Company was renamed
Ispat Inland Inc. on September 1, 1998. Ispat paid $1,143.1 million, plus an
assumption of certain liabilities or obligations, to acquire the Predecessor
Company.

OPERATIONS

The Company is directly engaged in the production and sale of steel and
related products. Certain Company subsidiaries and affiliates are engaged in the
mining and pelletizing of iron ore and in the operation of a cold-rolling mill
and steel galvanizing lines. All raw steel made by the Company is produced at
its Indiana Harbor Works located in East Chicago, Indiana, which also has
facilities for converting the steel produced into semi-finished and finished
steel products.

The Company has two divisions - the Flat Products division and the Bar
division. The Flat Products division manages the Company's iron ore operations,
conducts its ironmaking operations, and produces the major portion of its raw
steel. This division also manufactures and sells steel sheet, strip and certain
related semi-finished products for the automotive, steel service center,
appliance, office furniture and electrical motor markets. The Bar division
manufactures and sells special quality bars and certain related semi-finished
products to the automotive industry directly as well as through forgers and cold
finishers, and also sells to steel service centers and heavy equipment
manufacturers.

The Company and Nippon Steel Corporation ("NSC") are in joint ventures that
operate steel-finishing facilities near New Carlisle, Indiana. The total cost of
these two facilities, I/N Tek and I/N Kote, was approximately $1.1 billion. I/N
Tek, owned 60% by a wholly owned subsidiary of the Company and 40% by an
indirect wholly owned subsidiary of NSC, operates a cold-rolling mill. I/N Kote,
owned equally by a wholly owned subsidiary of the Company and by an indirect
wholly owned subsidiary of NSC, operates two galvanizing lines.

RAW STEEL PRODUCTION AND MILL SHIPMENTS

The following table shows, for the three years indicated, the Company's
production of raw steel and, based upon American Iron and Steel Institute data,
its share by percentage of total domestic raw steel production:

<TABLE>
<CAPTION>
RAW STEEL PRODUCTION
------------------------
% OF
U.S. STEEL
(000 TONS*) INDUSTRY
----------- ----------
<S> <C> <C>
1999........................................................ 5,704 5.3**
1998........................................................ 5,669 5.2
1997........................................................ 5,814 5.4
</TABLE>

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

* Net tons of 2,000 pounds.
** Based on preliminary data from the American Iron and Steel Institute.

2
<PAGE> 3

The annual raw steelmaking capacity of the Company is 6.0 million net tons.
The basic oxygen process accounted for 92% of raw steel production of the
Company in both 1999 and in 1998. The remainder of such production was accounted
for by the electric furnace process.

The total tonnage of steel mill products shipped by the Company for each of
the five years 1995 through 1999 was: 5.8 million tons in 1999; 5.2 million tons
in 1998; 5.3 million tons in 1997; and 5.1 million tons in each of 1996 and
1995. In both 1999 and 1998, sheet, strip and certain related semi-finished
products accounted for 84% of the total tonnage of steel mill products shipped
from the Indiana Harbor Works, and bar and certain related semi-finished
products accounted for 16%.

In each of 1999 and 1998, approximately 92% of the shipments of the Flat
Products division and 94% and 96%, respectively, of the shipments of the Bar
division were to customers in 20 mid-American states. Approximately 74% of the
shipments of the Flat Products division and 85% of the shipments of the Bar
division in 1999 were to customers in a five-state area comprised of Illinois,
Indiana, Ohio, Michigan and Wisconsin, compared to 74% and 89%, respectively in
1998. Both divisions compete in these geographical areas, principally on the
basis of price, service and quality, with the nation's largest producers of raw
steel as well as with foreign producers and with many smaller domestic mills.

The steel market is highly competitive with major integrated producers,
including the Company, facing competition from a variety of sources. Many steel
products compete with alternative materials such as plastics, aluminum,
ceramics, glass and concrete. Domestic steel producers have also been adversely
impacted by imports from foreign steel producers. Imports of steel products
accounted for 26.6% of the domestic market in 1999, down modestly from 30.1% in
1998. The issue surrounding unfairly traded imports aggravates market conditions
as suspension agreements are written and foreign government subsidies are used
to offset operating losses by foreign producers.

Mini-mills provide significant competition in various product lines.
Mini-mills are relatively efficient, low-cost producers that manufacture steel
principally from scrap in electric furnaces and, at this time, generally have
lower capital, overhead, employment and environmental costs than the integrated
steel producers, including the Company. Mini-mills have been adding capacity and
expanding their product lines in recent years to produce larger structural
products and certain flat rolled products. Thin-slab casting technologies have
allowed mini-mills to enter certain sheet markets traditionally supplied by
integrated producers. Several mini-mills using this advanced technology are in
operation in the United States and a significant increase in modern mini-mill
capacity is underway in the United States.

For the three years indicated, shipments by market classification of steel
mill products produced by the Company at its Indiana Harbor Works are set forth
below. As shown in the table, a substantial portion of shipments by the Flat
Products division was to steel service centers and transportation-related
markets.

<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL
TONNAGE OF STEEL SHIPMENTS
---------------------------
1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
Steel Service Centers....................................... 35% 34%(1) 34%(1)
Automotive.................................................. 33 32 29
Steel Converters/Processors................................. 12 13 17
Appliance................................................... 10 10 9
Industrial, Electrical and Farm Machinery................... 6 7 7
Construction and Contractors' Products...................... 1 2 2
Other....................................................... 3 2 2
--- --- ---
100% 100% 100%
=== === ===
</TABLE>

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(1) The service center percentages above include shipments to prior affiliates
of the Company of 6% in 1998, and 9% in 1997. The reduced amount in 1998
reflects the change in status of Ryerson Tull, Inc. to a non-affiliate due
to the Ispat acquisition of the Company on July 16, 1998.

3
<PAGE> 4

Some value-added steel processing operations for which the Company does not
have facilities are performed by outside processors, including joint ventures,
prior to shipment of certain products to the Company's customers. In 1999 and in
1998, respectively, approximately 43% and 42% of the products produced by the
Company were processed further through value-added services such as
electrogalvanizing, painting and slitting.

Approximately 73% of the finished steel shipped to customers during 1999
was transported by truck, with 26% transported by rail, and under 1% by barge. A
wholly owned truck transport subsidiary of the Company was responsible for
shipment of approximately 15% of the total tonnage of products transported by
truck in 1999.

Substantially all of the steel mill products produced by the Flat Products
division are marketed through its own selling organization, with offices located
in Chicago, Illinois; Southfield, Michigan; and Nashville, Tennessee.
Substantially all of the steel mill products produced by the Bar division are
marketed through its sales office in East Chicago, Indiana.

See "Product Classes" below for information relating to the percentage of
consolidated net sales accounted for by certain classes of similar products of
steel manufacturing operations.

RAW MATERIALS

The Company obtains iron ore pellets primarily from two iron ore
properties, in which subsidiaries of the Company have varying interests--the
Empire Mine in Michigan and the Minorca Mine in Minnesota.

During the second quarter of 1997, the Company completed the sale of its
interest in the Wabush Mines located in Labrador and Quebec, Canada. The Company
entered into a contract with the purchaser of such interest, effective January
1, 1997 and expiring December 31, 2006, to sell to the Company, at prices
approximating market, any of the Company's iron ore pellet requirements up to
one million gross tons annually not met by pellet sources in which the Company
owns an equity interest. See "Properties Relating to Operations--Raw Materials
Properties and Interests" in Item 2 below for further information relating to
such iron ore properties.

The following table shows (1) the iron ore pellets available to the Company
as of December 31, 1999, from properties of its subsidiary and through interests
in raw materials ventures; (2) 1999 and 1998 iron ore pellet production or
purchases from such sources; and (3) the percentage of the Company's iron ore
requirements represented by production or purchases from such sources in 1999
and 1998.

<TABLE>
<CAPTION>
IRON ORE
TONNAGES IN THOUSANDS
(GROSS TONS OF PELLETS)
------------------------------------------------------
% OF
PRODUCTION REQUIREMENTS(1)
AVAILABLE AS OF ------------- ---------------
DECEMBER 31, 1999(2) 1999 1998 1999 1998
-------------------- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
ISPAT INLAND MINING COMPANY
Minorca (100% owned)--Virginia, MN........... 51,507 2,871 2,756 43 39
IRON ORE VENTURE
Empire (40% owned)--Palmer, MI............... 62,880 3,334 3,360 49 46
------- ----- ----- -- --
Total Iron Ore............................. 114,387 6,205 6,116 92 85
======= ===== ===== == ==
</TABLE>

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(1) Requirements in excess of production are purchased or taken from stockpile.

(2) Net interest in proven reserves.

4
<PAGE> 5

All of the Company's coal requirements are satisfied from independent
sources. In connection with commencement of operations of the heat recovery coke
battery in 1998 and the associated energy facility discussed below (which are
not assets of the Company), the Company's coal fired generating station was
idled, thereby eliminating the Company's steam coal requirements.

The Company's other coal requirements are for the PCI Associates joint
venture, in which a subsidiary of the Company holds a 50% interest. The PCI
facility pulverizes coal for injection into the Company's blast furnaces. During
1999 and 1998, the PCI facility's coal needs were satisfied under a requirements
contract subject to a force majeure provision.

The Company, Sun Coal and Coke Company ("Sun"), and a unit of NIPSCO
Industries ("NIPSCO") have jointly developed a heat recovery coke battery and an
associated energy recovery and flue-gas desulphurization facility, located on
land leased from the Company at its Indiana Harbor Works. Sun designed, built,
financed, and operates the cokemaking portion of the project. A unit of NIPSCO
designed, built, financed, and operates the portion of the project which cleans
the coke plant's flue gas and converts the heat into steam and electricity. Sun,
the NIPSCO unit and other third parties invested approximately $350 million in
the project which commenced operations in the first quarter of 1998. The Company
has committed to purchase, for approximately 15 years, 1.2 million tons of coke
annually on a take-or-pay basis at prices determined by certain cost factors, as
well as energy produced by the facility, through a tolling arrangement. During
1999 and in 1998, the Company satisfied 65% and 36%, respectively, of its total
coke needs under such arrangement. The Company advanced $30 million during
construction of the project, which is recorded as a deferred asset on the
balance sheet and will be credited against required cash payments during the
second half of the energy tolling arrangement.

The remainder of the Company's coke needs are supplied through third party
purchases. One of the Company's purchase contracts requires the purchase of
approximately 475,000 tons of coke over a two-year period ending December 31,
2001, at a price approximating market price. Another contract requires the
purchase of 350,000 tons of coke annually through the year 2000, on a
take-or-pay basis, with a provision allowing the Company to sell the coke to
others. The price is determined annually based on certain market determinants.
The remaining coke requirements are purchased on a spot basis.

The Company sold all of its limestone and dolomite properties in 1990. The
Company entered into a long-term contract with the buyer of the properties to
purchase, subject to certain exceptions and at prices which approximate market,
the full amount of the annual limestone needs of the Indiana Harbor Works
through 2002.

Approximately 53% and 83% of the iron ore pellets and all of the limestone
received by the Company at its Indiana Harbor Works were transported by the
Company's one leased and three formerly owned ore carriers in 1999 and 1998,
respectively. The Company's leased ore carrier was returned to the lessor in
March 1999. The Company's three formerly owned ore carriers were sold to a third
party during 1998. These ore carriers are managed by the new owner, but their
shipping services are retained by the Company under a time-charter. Agreements
are being negotiated for the transportation on the Great Lakes of the remainder
of the Company's iron ore pellet requirements. Approximately 58% and 9% of the
Company's coke requirements was received by conveyor belt from the heat recovery
coke battery discussed above in 1999 and in 1998, respectively. Of the
remainder, 36% was received in the Company's hopper cars, 40% in leased hopper
cars, 2% in independent carrier-owned hopper cars, and 22% in independent
carrier-owned barges. All of the Company's coal requirements were received in
independent carrier-owned hopper cars.

See "Energy" below for further information relating to the use of coal in
the operations of the Company.

5
<PAGE> 6

PRODUCT CLASSES

The following table sets forth the percentage of consolidated net sales,
for the three years indicated, contributed by each class of similar products of
the Company that accounted for 10% or more of consolidated net sales in such
time period. The data includes sales to affiliates of the Company.

<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Sheet and Strip............................................. 83% 82% 81%
Bar......................................................... 17 18 19
--- --- ---
100% 100% 100%
=== === ===
</TABLE>

Sales to Ryerson Tull, Inc. approximated 12% of consolidated net sales
during 1999 and 11% in the period from July 17, 1998 through December 31, 1998.
No other customer, except I/N Kote, accounted for more than 10% of the
consolidated net sales of the Company during the noted periods.

CAPITAL EXPENDITURES AND INVESTMENTS IN JOINT VENTURES

In recent years, the Company and its subsidiaries have made substantial
capital expenditures, principally at the Indiana Harbor Works, to improve
quality and reduce costs, and for pollution control. Additions by the Company
and its subsidiaries to property, plant and equipment, together with retirements
and adjustments, for the five years ended December 31, 1999, are set forth
below. Net capital additions during such period aggregated $414.3 million.

<TABLE>
<CAPTION>
DOLLARS IN MILLIONS
---------------------------------------------------
RETIREMENTS NET CAPITAL
ADDITIONS OR SALES ADJUSTMENTS ADDITIONS
--------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
1999..................................... $ 55.1 $ 1.3 $ -- $53.8(1)
1998..................................... 65.4 3.1 2.9 65.2(1)
1997..................................... 98.4 40.8 6.1 63.7
1996..................................... 155.8 8.5 5.6 152.9
1995..................................... 113.9 36.7 1.5 78.7
</TABLE>

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(1) 1999 and 1998 results do not reflect the revaluation of property, plant and
equipment performed as a result of the acquisition of the Company on July
16, 1998.

In July 1987, a wholly owned subsidiary of the Company formed a
partnership, I/N Tek, with an indirect wholly owned subsidiary of NSC to
construct, own, finance and operate a cold-rolling facility with an annual
capacity of 1,500,000 tons, of which approximately 40% is cold-rolled substrate
for I/N Kote (described below). The I/N Tek facility is located near New
Carlisle, Indiana. The Company, which owns, through its subsidiary, a 60%
interest in the I/N Tek partnership is, with certain limited exceptions, the
sole supplier of hot band to be processed by the I/N Tek facility and generally
has exclusive rights to the production capacity of the facility.

In September 1989, a wholly owned subsidiary of the Company formed a second
partnership, I/N Kote, with an indirect wholly owned subsidiary of NSC to
construct, own, finance and operate two sheet steel galvanizing lines adjacent
to the I/N Tek facility. The subsidiary of the Company owns a 50% interest in
I/N Kote. The I/N Kote facility consists of a hot-dip galvanizing line and an
electrogalvanizing line with a combined annual capacity of 900,000 tons. The
Company has guaranteed 50% of I/N Kote's permanent financing. I/N Kote has
contracted to acquire its cold-rolled steel substrate from the Company, which
supplies the substrate from the I/N Tek facility and the Company's Indiana
Harbor Works.

The amount budgeted for 2000 capital expenditures by the Company and its
subsidiaries is approximately $130 million. It is anticipated that capital
expenditures will be funded from cash generated by operations and borrowings
under financing arrangements. (See "Environment" below for a discussion of
capital expenditures for pollution control purposes included in the foregoing
amount.)

6
<PAGE> 7

EMPLOYEES

The monthly average number of active employees of the Company and its
subsidiaries was approximately 8,400 and 8,800 in 1999 and 1998, respectively.
At year-end 1999 and 1998, respectively, approximately 6,500 and 6,600 employees
were represented by the United Steelworkers of America, of whom approximately 30
were on furlough or indefinite layoff. Total employment costs decreased from
$649 million in 1998 to $588 million in 1999 due to net reductions in pension
and post-retirement health care expenses.

The labor agreement between the Company and the United Steelworkers of
America terminated on July 31, 1999 and a new agreement was negotiated to be
effective August 1, 1999. This agreement covers wages and benefits through July
31, 2004. Among other things, this agreement provides wage increases of $.50 per
hour in 2000 and 2001, and of $1.00 per hour in 2003. The agreement also
contains provisions that the United Steelworkers will cooperate with the Company
to continuously improve the productivity of its operations. At the expiration of
the agreement, both parties have agreed to negotiate a successor agreement
without resorting to strikes or lockouts. The successor agreement will be
patterned on the agreements established at the time by the other domestic
integrated steel producers. Any disputes concerning adoption of the pattern will
be resolved through an arbitration process. One additional holiday was provided
and retirement benefits were increased for active employees and certain current
retirees. The securance of retiree healthcare obligations continues through
certain trust and second mortgage arrangements. In consideration of the
foregoing, the Company committed to invest in new primary production facilities
at the Indiana Harbor Works.

ENVIRONMENT

The Company is subject to environmental laws and regulations concerning
emissions into the air, discharges into ground water and waterways, and the
generation, handling, labeling, storage, transportation, treatment and disposal
of waste material. These include various federal statutes regulating the
discharge or release of pollutants to the environment, including the Clean Air
Act, Clean Water Act, Resource Conservation and Recovery Act ("RCRA"),
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA," also known as "Superfund"), Safe Drinking Water Act, and Toxic
Substances Control Act, as well as state and local requirements. Violations of
these laws and regulations can give rise to a variety of civil, administrative,
and, in some cases, criminal actions and could also result in substantial
liabilities or require substantial capital expenditures. In addition, under
CERCLA the United States Environmental Protection Agency (the "EPA") has
authority to impose liability for site remediation on waste generators, past and
present site owners and operators, and transporters, regardless of fault or the
legality of the original disposal activity. Liability under CERCLA is strict,
joint and several.

Capital spending for pollution control projects totaled $3 million in 1999,
versus $2 million in 1998. Another $41 million (non-capital) was spent in 1999
to operate and maintain pollution control equipment, versus $44 million a year
earlier. During the five years ended December 31, 1999, the Company has spent
$263 million to construct, operate and maintain environmental control equipment
at its various locations.

Environmental projects previously authorized and presently under
consideration will require capital expenditures of approximately $2 million in
2000. In addition, plans are being developed from major projects in the steel
making and coatings area at the Indiana Harbor Works that would include
significant expenditures for pollution control equipment. It is estimated that
capital expenditures of up to $25 million would be required for pollution
control equipment over the next two to three years should these projects be
implemented. In addition, the Company will have ongoing annual expenditures of
$40 million to $50 million (non-capital) for the operation of air and water
pollution control facilities to comply with current federal, state and local
laws and regulations. Due to the inability to predict the costs of corrective
action that may be required under the Resource Conservation and Recovery Act and
the consent decree in the EPA lawsuit (the "1993 EPA Consent Decree"), the
Company cannot predict the amount of additional environmental expenditures that
will be required. Such additional environmental expenditures, excluding amounts
that may be required in connection with the 1993 EPA Consent Decree, however,
are not expected to be material to the financial position or results of
operations of the Company.

7
<PAGE> 8

The Company is a defendant in various environmental and other
administrative or judicial actions initiated by governmental agencies. Some of
these actions are described in more detail under "Legal Proceedings" below.
While it is not possible to predict the outcome of these matters, we do not
expect environmental expenditures, excluding amounts that may be required in
connection with the 1993 EPA Consent Decree, which is described below, to
materially affect the Company's results of operations or financial condition.
Remediation required under the 1993 EPA Consent Decree will require significant
expenditures over the next several years that may be material to the Company's
results of operations or the Company's financial position.

ENERGY

Coal, together with coke, all of which are purchased from independent
sources, accounted for approximately 68% of the energy consumed by the Company
at the Indiana Harbor Works in both 1999 and 1998.

Natural gas and fuel oil supplied approximately 28% of the energy
requirements of the Indiana Harbor Works in both 1999 and 1998, and are used
extensively by the Company at other facilities that it owns or in which it has
an interest. Utilization of the pulverized coal injection facility has reduced
natural gas and fuel oil consumption at the Indiana Harbor Works.

The Company both purchases and generates electricity to satisfy electrical
energy requirements at the Indiana Harbor Works. In 1999 and 1998, respectively,
the Company produced approximately 9% and 31% of its electrical energy
requirements at the Indiana Harbor Works. The purchase of electricity at the
Indiana Harbor Works is subject to curtailment under rules of the local utility
when necessary to maintain appropriate service for various classes of its
customers.

A subsidiary of NIPSCO leases land at the Indiana Harbor Works where it
built a 90 megawatt turbine generating facility. Pursuant to a
15-year-toll-charge contract between the Company and the NIPSCO subsidiary, the
facility converts coke plant flue gas into electricity and plant steam for use
by the Company. The facility became operational in 1998. In both 1999 and 1998,
this facility produced 17% of the purchased electricity requirements at the
Indiana Harbor Works. For additional information regarding this facility, see
the discussion under "Item 1. Business--Operations--Raw Materials" on page 4 and
5 of this document.

A subsidiary of NIPSCO leases land at the Indiana Harbor Works where it
built a 75 megawatt steam turbine generating facility. Pursuant to a
15-year-toll-charge contract between the Company and the NIPSCO subsidiary, the
facility generates electricity for use by the Company utilizing steam produced
by burning waste blast furnace gas. The facility became operational in the first
half of 1996. In 1999 and 1998, respectively, this facility produced 23% and 21%
of the purchased electricity requirements of the Indiana Harbor Works.

ITEM 2. PROPERTIES.

PROPERTIES RELATING TO OPERATIONS

STEEL PRODUCTION

All raw steel made by the Company is produced at its Indiana Harbor Works
located in East Chicago, Indiana. The property on which this plant is located,
consisting of approximately 1,900 acres, is held by the Company in fee. The
basic production facilities of the Company at its Indiana Harbor Works consist
of furnaces for making iron; basic oxygen and electric furnaces for making
steel; a continuous billet caster, a continuous combination slab/bloom caster
and two continuous slab casters; and a variety of rolling mills and processing
lines which turn out finished steel mill products. Certain of these production
facilities, including a continuous anneal line, are held by the Company under
leasing arrangements. The Company purchased the equity interest of the lessor of
the No. 2 BOF Shop Caster Facility in 1994. The Company has granted the Pension
Benefit Guaranty Corporation ("PBGC") a lien upon the Caster Facility to secure
the payment of future pension funding obligations. Substantially all of the
remaining property, plant and equipment at the Indiana Harbor Works, other than
the Caster Facility and leased equipment, is subject to the lien of the First
Mortgage of the Company dated April 1, 1928, as amended and supplemented. The
Indiana Harbor Works is
8
<PAGE> 9

also subject to a second lien in favor of the United Steelworkers of America to
secure a post retirement health benefit. See "Operations--Raw Steel Production
and Mill Shipments" in Item 1 above for further information relating to capacity
and utilization of the Company's properties. The Company's properties are
adequate to serve its present and anticipated needs, taking into account those
issues discussed in "Capital Expenditures and Investments in Joint Ventures" in
Item 1 above.

I/N Tek, a partnership in which a subsidiary of the Company owns a 60%
interest, has constructed a 1,500,000 ton annual capacity cold-rolling mill on
approximately 200 acres of land, which it owns in fee, located near New
Carlisle, Indiana. Substantially all the property, plant and equipment owned by
I/N Tek is subject to a lien securing related indebtedness. The I/N Tek facility
is adequate to serve the present and anticipated needs of the Company planned
for such facility.

I/N Kote, a partnership in which a subsidiary of the Company owns a 50%
interest, has constructed a 900,000 ton annual capacity steel galvanizing
facility on approximately 25 acres of land, which it owns in fee, located
adjacent to the I/N Tek site. Substantially all the property, plant and
equipment owned by I/N Kote is subject to a lien securing related indebtedness.
The I/N Kote facility is adequate to serve the present and anticipated needs of
the Company planned for such facility.

During 1998, the Company sold its remaining interest in Walbridge Coatings,
but retained the right to use the facility, on a tolling basis, for certain of
its electrogalvanizing and other processing needs through the year 2001.

PCI Associates, a partnership in which a subsidiary of the Company owns a
50% interest, has constructed a pulverized coal injection facility on land
located within the Indiana Harbor Works. The Company leases PCI Associates the
land upon which the facility is located. Substantially all the property, plant
and equipment owned by PCI Associates is subject to a lien securing related
indebtedness. The PCI Associates facility is adequate to serve the present and
anticipated needs of the Company planned for such facility.

The Company also owns property at the Indiana Harbor Works used in
connection with its joint project with Sun and NIPSCO. For more information
regarding this project, see the discussion under "Item 1.
Business--Operations--Raw Materials" on page 4 and 5 of this document.

A subsidiary of the Company owns a fleet of 402 coal hopper cars (100-ton
capacity each) used in unit trains to move coal and coke to the Indiana Harbor
Works. The Company time-charters three vessels for the transportation of iron
ore and limestone on the Great Lakes. During 1998, the Company transferred
ownership of such vessels to a third party subject to a lien in favor of the
PBGC on the vessels to secure the payment of future pension funding obligations.
See "Operations--Raw Materials" in Item 1 above for further information relating
to utilization of the Company's transportation equipment. Such equipment is
adequate, when combined with purchases of transportation services from
independent sources, to meet the Company's present and anticipated
transportation needs.

The Company also owns and maintains research and development laboratories
in East Chicago, Indiana, such facilities are adequate to serve its present and
anticipated needs.

RAW MATERIALS PROPERTIES AND INTERESTS

Certain information relating to raw materials properties and interests of
the Company and its subsidiaries is set forth below. See "Operations--Raw
Materials" in Item 1 above for further information relating to capacity and
utilization of such properties and interests.

9
<PAGE> 10

Iron Ore

The operating iron ore properties of the Company's subsidiaries and of the
iron ore ventures in which the Company has an interest are as follows:

<TABLE>
<CAPTION>
ANNUAL
PRODUCTION CAPACITY
(IN THOUSANDS OF
PROPERTY LOCATION GROSS TONS OF PELLETS)
- -------- -------- ----------------------
<S> <C> <C>
Empire Mine.................................... Palmer, Michigan 8,400
Minorca Mine................................... Virginia, Minnesota 2,700
</TABLE>

The Empire Mine is operated by the Empire Iron Mining Partnership, in which
the Company has a 40% interest. The Company, through a subsidiary, is the sole
owner and operator of the Minorca Mine. The Company has granted the PBGC a lien
on the Minorca Mine property to secure the payment of future pension funding
obligations. The Company also owns a 38% interest in the Butler Taconite project
(permanently closed in 1985) in Nashwauk, Minnesota.

The reserves at the Empire Mine and Minorca Mine are held under leases
expiring, or expected at current production rates to expire, between 2012 and
2040. Substantially all of the reserves at Butler Taconite are held under
leases. The Company's share of the production capacity of its interests in such
iron ore properties is sufficient to provide the majority of its present and
anticipated iron ore pellet requirements. Any remaining requirements have been
and are expected to continue to be readily available from independent sources.

OTHER PROPERTIES

The Company and one of its subsidiaries lease, under an arrangement,
approximately 20% of the space in the Inland Steel Building located at 30 West
Monroe Street, Chicago, Illinois. The Company's lease agreement expires December
31, 2001.

A subsidiary of the Company holds in fee at various locations an aggregate
of approximately 20 acres of land, all of which is for sale. The Company also
holds in fee approximately 300 acres of land adjacent to the I/N Tek and I/N
Kote sites, which land is available for future development. Approximately 1,060
acres of rural land, which are held in fee at various locations in the
north-central United States by various raw materials ventures, are also for
sale.

ITEM 3. LEGAL PROCEEDINGS.

The Office of the United States Attorney for the Middle District of
Louisiana ("the U.S. Attorney") has informed the Company that it is a target of
a federal criminal grand jury investigation and one of several defendants in a
civil qui tam lawsuit filed by a private individual on behalf of the government,
alleging violations of the False Claims Act, 31 U.S.C. Section 3729, et seq. The
investigation and the lawsuit relate to the sale of polymer coated steel by the
Company to a culvert fabricator for use in federal and state highway
construction projects in Louisiana. The Company has not seen or been served with
a copy of the complaint in the qui tam lawsuit, and is not required formally to
respond to it until the seal is lifted and the complaint is served on the
Company. With respect to the criminal investigation, the Company has agreed to
extend the statute of limitations for the filing of any potential criminal
charges against the Company through September 30, 2000.

If a potential claim by the U.S. Attorney were successfully proved with
respect to such matter and the damages asserted were established, it would be
material to the financial position and results of operations of the Company.
However, the Company is investigating the factual basis of such a claim; whether
any of the coated culvert is defective and, if so, the extent of such defects
and the remedial options; the method by which damages would be calculated if the
claims were established; and the relative responsibilities of other corporate
defendants to satisfy such a claim. In cooperation with the U.S. Attorney and
federal and state highway officials, the Company will conduct field inspections
and analysis of many of the coated culverts at issue. At

10
<PAGE> 11

this stage, the Company is unable to determine the extent of its potential
liability, if any, and whether this matter could materially affect the Company's
financial position or results of operations.

All the allegations by the U.S. Attorney appear to relate to events that
occurred prior to the May 27, 1998 execution of the Merger Agreement among
Ispat, the Company, Inland Merger Sub, Inc. and Inland Steel Industries, Inc.
(the predecessor company to Ryerson Tull, Inc.), as amended. Ispat and the
Company have notified Ryerson Tull, Inc. of their intention to seek
indemnification and other remedies, under the Merger Agreement and on other
grounds, for any losses in connection with this matter.

In addition to the foregoing, the Company is a party to a number of legal
proceedings arising in the ordinary course of our business. The Company does not
believe that the adverse determination of any such pending routine litigation,
either individually or in the aggregate, will have a material adverse effect on
our business, financial condition, results of operations, cash flows or
prospects.

On June 10, 1993, the U.S. District Court for the Northern District of
Indiana entered a consent decree that resolved all matters raised by a lawsuit
filed by the EPA in 1990 (the "1993 EPA Consent Decree") against, among others,
Inland Steel Company (the "Predecessor Company"). The 1993 EPA Consent Decree
assessed a $3.5 million cash fine, environmentally beneficial projects at the
Indiana Harbor Works, and requires $19 million plus interest to be spent in
remediating sediment in portions of the Indiana Harbor Ship Canal and Indiana
Harbor Turning Basin. The Company has paid the fine and substantially completed
the $7 million project. The Company's reserve for the remaining environmental
obligations under the 1993 EPA Consent Decree totaled $26 million as of December
31, 1999. The 1993 EPA Consent Decree also requires remediation of the Company's
Indiana Harbor Works site. The 1993 EPA Consent Decree establishes a three-step
process, each of which requires approval by the EPA, consisting of: assessment
of the site (including stabilization measures), evaluation of remediation
alternatives and remediation of the site. The Company is presently assessing the
extent of environmental contamination. It is anticipated that this assessment
will cost approximately $2 million to $4 million per year over the next several
years. Because neither the nature and the extent of the contamination nor the
remedial actions can be determined until the first two steps are completed, the
Company cannot presently reasonably estimate the costs of, or the time required
to satisfy, our obligations under the consent decree, but it is expected that
remediation of the site will require significant expenditures over the next
several years that may be material to the Company's financial position and
results of operations. Insurance coverage with respect to work required under
the 1993 EPA Consent Decree is not significant.

In October 1996, the Indiana Department of Environmental Management, as
lead administrative trustee, notified the Company and other potentially
responsible parties that the natural resource trustees (which also include the
Indiana Department of Natural Resources, the U.S. Department of the Interior,
the 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 notice states that the Company has been identified as a
potentially responsible party due to alleged releases of hazardous substances
from its Indiana Harbor Works facility. Because of the preliminary nature of
this matter, it is not possible at this time to accurately predict the amount of
the Company's potential liability or whether this potential liability could
materially affect our financial position.

The U.S. Comprehensive Environmental Response, Compensation, and Liability
Act, also known as Superfund, and analogous state laws can impose liability for
the entire cost of cleanup at a site upon any of the current or former owners or
operators or parties who sent waste to the site, regardless of fault or the
lawfulness of the activity that caused the contamination. The Company is a
potentially responsible party at several state and federal Superfund sites.
Except for the Four County Landfill described below, the Company believes its
liability at these sites is either de minimis or substantially resolved. The
Company could, however, incur additional costs or liabilities at these sites if
additional cleanup is required, private parties sue for personal injury or
property damage, or other responsible parties sue for reimbursement of costs
incurred to clean up the sites. The Company could also be named a potentially
responsible party at other sites if its wastes or its predecessors generated
were disposed of at a site that later became a Superfund site.

The Company received a Special Notice of Potential Liability from the
Indiana Department of Environmental Management on February 18, 1992 relating to
releases of hazardous substances from the Four
11
<PAGE> 12

County Landfill Site in Fulton County, Indiana. In August 1993, the Company
along with other potentially responsible parties, entered into an agreed order
with the Indiana Department of Environmental Management pursuant to which the
potentially responsible parties agreed to perform a remedial investigation and
feasibility study for the Four County Landfill Site, pay certain past and future
Indiana Department of Environmental Management costs, and provide funds for
operation and maintenance necessary for stabilization of the Four County
Landfill Site. The costs which the Company has agreed to assume under the agreed
order are not currently anticipated to exceed $700,000. The final remedy will
not be selected until the remedial investigation and feasibility study is
completed. The Company is therefore unable to reasonably estimate its remaining
liability, if any, at this site, but based on the allocated share of liability
and the number of financially viable potentially responsible parties, the
Company believes this matter will not have a material adverse effect on our
financial position or results of operations.

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

The Company meets the conditions set forth in General Instruction I(1)(a)
and (b) of Form 10-K and is therefore omitting, pursuant to General Instruction
I(2), the information called for by this Item.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.

The Company is an indirect wholly owned subsidiary of Ispat. No common
stock dividends have been declared during the past two years. In connection with
the acquisition, an affiliate of the Company entered into a credit agreement
dated July 16, 1998 (the "Credit Agreement") for a $860 million senior secured
term credit facility. The terms of the Credit Agreement restricts the payment of
dividends and other Restricted Payments (as defined in the Credit Agreement). At
December 31, 1999, $11.5 million of dividends or other Restricted Payments could
have been paid.

ITEM 6. SELECTED FINANCIAL DATA.

The Company meets the conditions set forth in General Instruction I(2)(a)
and (b) of Form 10-K and is therefore omitting, pursuant to General Instruction
I(2), the information called for by this Item.

ITEM 7. MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS .

As a result of the Acquisition, the capital structure and accounting basis
of the assets and liabilities of the Company after July 16, 1998 differ from
those of the Predecessor Company in prior periods. Financial data of the
Predecessor Company for periods prior to and through July 16, 1998 are presented
on a historical cost basis. Financial data of the Company thereafter reflects
the Acquisition under the purchase method of accounting, under which the
purchase price has been allocated to assets and liabilities based upon their
estimated fair values.

To facilitate the discussion below of the year ended December 31, 1999
against the results of operations for the same period of 1998, the historical
operations of the Successor Company and Predecessor Company have been combined.

12
<PAGE> 13

The following table summarizes selected earnings and other data:

<TABLE>
<CAPTION>
1999 1998
-------- --------
DOLLARS AND TONS IN
MILLIONS
<S> <C> <C>
Net sales................................................... $2,392.5 $2,385.4
Operating profit............................................ 141.9 111.1
Net income.................................................. 36.0 26.1
Net tons shipped............................................ 5.8 5.2
</TABLE>

Net sales in 1999 of $2,392.5 million were 0.3 percent more than net sales
of $2,385.4 million in 1998. The increase in sales was due to an increase in
shipments of 11.5 percent, which was mostly offset by a decrease of 10 percent
in average realizing prices. The reduction in prices resulted mainly from the
increase in imports, partially offset by the improved mix of products sold.

Cost of goods sold (excluding depreciation) of $2,101.5 million decreased
0.7 percent for 1999, with the effect of an increase in volume shipped being
offset by a decrease in spending for labor costs, energy, and purchased
materials during 1999. A one-time charge of $20.7 million for the period of July
17 through December 31, 1998 was included in the 1998 cost of goods sold and
related to the inventory write-up which resulted from the Acquisition.

Depreciation expense of $106.3 million decreased by $15.2 million or 12.5
percent from $121.5 million in the prior year, due to the change in depreciable
value and remaining useful lives resulting from the re-valuation of property,
plant, and equipment as of the July 16, 1998 acquisition date.

Selling, general and administrative expense of $42.8 million increased 8.6
percent from $39.4 million in the year-ago period due to increased spending
related to legal fees and compensation costs partially offset by a pension
credit for non-production employees during the current year.

Operating profit increased to $141.9 million compared to $111.1 million a
year ago as a result of the items noted above.

General corporate expense, net of income items of $0.7 million decreased
92.6 percent from $9.5 million in 1998 due to the changes in the corporate
structure.

Interest expense of $86.2 million in 1999 increased by $23.1 million from
$63.1 in 1998 due to the additional debt incurred as a result of the acquisition
and interest rate changes.

YEAR 2000

The Company's business and process system transition from 1999 to 2000
occurred without disruption to manufacturing operations, shipments to customers,
or deliveries by critical suppliers. Of the more than 500 business systems and
16,000 pieces of shop floor equipment, only six minor problems were detected,
and these problems were remediated within minutes to several hours of detection.
The Company will continue to monitor the business and process systems during
2000. Through December 31, 1999, the Company spent $7.8 million for the
remediation effort compared to a budget of $8.5 million.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company had $963.7 million of long-term debt (including debt due within
one year) outstanding at December 31, 1999. Of this amount, $689.5 million is
floating rate debt of which $450.0 million is hedged by a five year interest
rate collar. The remaining $274.2 million of fixed rate debt had a fair value of
$238.8 million. Assuming a hypothetical 10% decrease in interest rates at
December 31, 1999, the fair value of this fixed rate debt would be estimated to
be $252.7 million. Fair market values are based upon market prices or current
borrowing rates with similar rates and maturities.

The Company utilizes derivative commodity instruments not for trading
purposes but to hedge exposure to fluctuations in the costs of natural gas and
certain nonferrous metal commodities. A hypothetical 10%

13
<PAGE> 14

decrease in commodity prices for open derivative commodity instruments as of
December 31, 1999 would reduce pre-tax income by $2.0 million.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The consolidated financial statements (including the financial statement
schedules listed under Item 14(a)1 of this report) of the Successor Company
called for by this Item, together with the Independent Auditors' Report dated
January 19, 2000, are set forth on pages F-2 to F-23 inclusive, of this Report
on Form 10-K, and are hereby incorporated by reference into this Item.
Consolidated financial statements (including the financial statement schedules
listed under Item 14(a)1 of this report) of the Predecessor Company called for
by this Item, together with the Report of Independent Accountants dated January
8, 1999, are set forth on pages F-24 to F-36 inclusive, of this Report on Form
10-K, and are hereby incorporated by reference into this Item. Financial
statement schedules not included in this Report on Form 10-K have been omitted
because they are not applicable or because the information called for is shown
in the consolidated financial statements or notes thereto.

Consolidated quarterly sales and earnings information of the Successor
Company for the year ended December 31, 1999 and the period from July 17, 1998
through December 31, 1998 is set forth in Note 17 of Notes to Consolidated
Financial Statements (see F-22), which is hereby incorporated by reference into
this Item. Consolidated quarterly sales and earnings information of the
Predecessor Company for the period from January 1, 1998 through July 16, 1998
and the year 1997 is set forth in Note 14 of Notes to Consolidated Financial
Statements (see F-35), which is hereby incorporated by reference into this Item.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

ITEM 11. EXECUTIVE COMPENSATION.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

14
<PAGE> 15

PART IV

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

(a) DOCUMENTS FILED AS A PART OF THIS REPORT.

1. CONSOLIDATED FINANCIAL STATEMENTS. The consolidated financial
statements listed below are set forth on pages F-2 to F-36 inclusive, of
this Report and are incorporated by reference in Item 8 of this Annual
Report on Form 10-K.

Independent Auditors' Report dated January 19, 2000

Consolidated Statements of Operations and Consolidated Statements
of Comprehensive Income for the year ended December 31, 1999 and the
period from July 17, 1998 through December 31, 1998--Successor Company

Consolidated Statements of Cash Flows for the year ended December
31, 1999 and the period from July 17, 1998 through December 31,
1998--Successor Company

Consolidated Balance Sheets at December 31, 1999 and
1998--Successor Company

Consolidated Statements of Stockholders' Equity for the year ended
December 31, 1999 and the period from July 17, 1998 through December 31,
1998--Successor Company

Notes to Consolidated Financial Statements--Successor Company

Financial Statement Schedule II (Reserves) for the year ended
December 31, 1999 and the period from July 17, 1998 through December 31,
1998--Successor Company

Report of Independent Accountants dated January 8, 1999

Consolidated Statements of Operations and Reinvested Earnings for
the period from January 1, 1998 through July 16, 1998 and the year ended
December 31, 1997--Predecessor Company

Consolidated Statements of Cash Flows for the period from January
1, 1998 through July 16, 1998 and the year ended December 31,
1997--Predecessor Company

Statement of Accounting and Financial Policies--Predecessor Company

Notes to Consolidated Financial Statements--Predecessor Company

Financial Statement Schedule II (Reserves) for the period from
January 1, 1998 through July 16, 1998 and the year ended December 31,
1997--Predecessor Company

2. EXHIBITS. The exhibits required to be filed by Item 601 of
Regulation S-K are listed in the "Exhibit Index," which is attached hereto
and incorporated by reference herein.

(b) REPORTS ON FORM 8-K.

No reports on Form 8-K were filed by the Company during the quarter
ended December 31, 1999.

15
<PAGE> 16

INDEX

CONSOLIDATED FINANCIAL STATEMENTS

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
(SUCCESSOR COMPANY)

AND

INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES
(PREDECESSOR COMPANY)

<TABLE>
<CAPTION>
ITEM PAGE
---- ----
<S> <C>
Independent Auditors' Report dated January 19, 2000......... F-2
Consolidated Statements of Operations and Consolidated
Statements of Comprehensive Income for the year ended
December 31, 1999 and the period from July 17, 1998
through December 31, 1998--Successor Company.............. F-3
Consolidated Statements of Cash Flows for the year ended
December 31, 1999 and the period from July 17, 1998
through December 31, 1998--Successor Company.............. F-4
Consolidated Balance Sheets at December 31, 1999 and
1998--Successor Company................................... F-5
Consolidated Statements of Stockholders' Equity for the year
ended December 31, 1999 and the period from July 17, 1998
through December 31, 1998--Successor Company.............. F-6
Notes to Consolidated Financial Statements--Successor
Company................................................... F-7
Financial Statement Schedule II (Reserves) for the year
ended December 31, 1999 and the period from July 17, 1998
through December 31, 1998--Successor Company.............. F-23
Report of Independent Accountants dated January 8, 1999..... F-24
Consolidated Statements of Operations and Reinvested
Earnings for the period from January 1, 1998 through July
16, 1998 and the year ended December 31, 1997--Predecessor
Company................................................... F-25
Consolidated Statements of Cash Flows for the period from
January 1, 1998 through July 16, 1998 and the year ended
December 31, 1997--Predecessor Company.................... F-26
Statement of Accounting and Financial Policies--Predecessor
Company................................................... F-27
Notes to Consolidated Financial Statements--Predecessor
Company................................................... F-28
Financial Statement Schedule II (Reserves) for the for the
period from January 1, 1998 through July 16, 1998 and the
year ended December 31, 1997--Predecessor Company......... F-36
</TABLE>

F-1
<PAGE> 17

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and
Stockholders of ISPAT INLAND INC.:

We have audited the accompanying consolidated balance sheets of Ispat
Inland Inc. and its subsidiaries (the "Successor Company") as of December 31,
1999 and 1998, and the related consolidated statements of operations,
comprehensive income, stockholders' equity and cash flows for the year ended
December 31, 1999 and the period July 17, 1998 through December 31, 1998. Our
audits also included the financial statement schedule II as of December 31, 1999
and 1998 and for the year ended December 31, 1999 and for the period July 17,
1998 through December 31, 1998 listed at Item 14a. These financial statements
and schedule are the responsibility of the Successor Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Successor Company at
December 31, 1999 and 1998, and the consolidated results of their operations and
their cash flows for the year ended December 31, 1999 and the period July 17,
1998 through December 31, 1998 in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedule as of
December 31, 1999 and 1998 and for the year ended December 31, 1999 and the
period July 17, 1998 through December 31, 1998, when considered in relation to
the basic consolidated financial statements taken as a whole, present fairly in
all respects the information set forth therein.

Deloitte & Touche LLP

Chicago, Illinois
January 19, 2000

F-2
<PAGE> 18

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED JULY 17, 1998 THROUGH
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- ---------------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Net sales.................................................. $2,392.5 $1,075.4
Operating costs and expenses:
Cost of goods sold (excluding depreciation).............. 2,101.5 952.2
Selling, general and administrative expenses............. 42.8 15.9
Depreciation............................................. 106.3 46.8
-------- --------
Total................................................. 2,250.6 1,014.9
======== ========
Operating profit........................................... 141.9 60.5
Other expense:
General corporate expense, net of income items........... 0.7 2.6
Interest and other expense on debt....................... 86.2 41.1
-------- --------
Income before income taxes................................. 55.0 16.8
Provision for income taxes (Note 10)....................... 19.0 4.5
-------- --------
Net income............................................ $ 36.0 $ 12.3
======== ========
</TABLE>

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED JULY 17, 1998 THROUGH
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- ---------------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Net income................................................. $36.0 $12.3
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on securities..................... 0.8 (0.1)
Minimum pension liability adjustment related to joint
ventures.............................................. 0.5 (0.7)
----- -----
Total................................................. 1.3 (0.8)
----- -----
Comprehensive income.................................. $37.3 $11.5
===== =====
</TABLE>

See Notes to Consolidated Financial Statements
F-3
<PAGE> 19

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED JULY 17, 1998 THROUGH
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- ---------------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income............................................... $ 36.0 $ 12.3
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation.......................................... 106.3 46.8
Deferred employee benefit cost........................ (43.1) (19.5)
Amortization of debt premium.......................... (1.5) (0.7)
Undistributed earnings from joint ventures............ (25.5) (9.8)
Gain on sale of property, plant and equipment......... (0.3) --
Deferred income taxes................................. 7.4 (2.5)
Change in:
Receivables......................................... (20.0) (25.1)
Inventories......................................... 73.1 (47.6)
Accounts payable.................................... 54.3 12.2
Bank overdrafts..................................... 24.4 17.8
Prepaid expenses and other assets................... (20.0) (25.1)
Payables to/receivables from related companies...... (28.3) 29.6
Accrued salaries and wages.......................... (0.5) 2.9
Other accrued liabilities........................... (20.2) (4.7)
Other items........................................... (23.4) 6.8
------- ---------
Net adjustments..................................... 82.7 (18.9)
------- ---------
Net cash from operating activities.................. 118.7 (6.6)
------- ---------
INVESTING ACTIVITIES
Capital expenditures..................................... (55.1) (24.7)
Investments in and advances to joint ventures, net....... 15.0 2.7
Proceeds from sale of property, plant and equipment...... 1.5 --
Payments for acquisition................................. -- (1,143.1)
------- ---------
Net cash from investing activities.................... (38.6) (1,165.1)
------- ---------
FINANCING ACTIVITIES
Proceeds from sale of common stock....................... -- 320.0
Proceeds from sale of preferred stock.................... -- 90.0
Long-term debt issued.................................... -- 707.7
Long-term debt retired................................... -- (8.5)
Principal payments on long-term debt..................... (17.2) --
Proceeds from note receivable from related company....... 2.0 0.3
Dividends paid on preferred stock........................ (10.5) --
Proceeds from short-term borrowings...................... 582.0 481.0
Repayments of short-term borrowings...................... (639.0) (431.0)
------- ---------
Net cash from financing activities.................... (82.7) 1,159.5
------- ---------
Net decrease in cash and cash equivalents................ (2.6) (12.2)
Cash and cash equivalents--beginning of year/period...... 15.7 27.9
------- ---------
Cash and cash equivalents--end of year/period............ $ 13.1 $ 15.7
======= =========
SUPPLEMENTAL DISCLOSURES
Cash paid during the year/period for:
Interest (net of amount capitalized).................. $ 97.4 $ 29.5
Income taxes, net..................................... $ 27.6 $ --
Non-cash activity:
Deferred taxes related to comprehensive loss items.... $ 0.6 $ 0.4
</TABLE>

See Notes to Consolidated Financial Statements
F-4
<PAGE> 20

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 13.1 $ 15.7
Receivables, less provision for allowances, claims and
doubtful accounts of $18.6 and $17.1.................... 261.4 241.4
Inventories (Note 3)...................................... 539.0 612.1
Prepaid expenses and other................................ 9.0 --
Deferred income taxes..................................... 17.9 --
-------- --------
Total current assets.................................... 840.4 869.2
Investments in and advances to joint ventures............... 240.2 227.7
Property, plant and equipment, net (Note 4)................. 1,906.5 1,942.1
Receivables from related companies.......................... 9.6 11.9
Deferred income taxes (Note 10)............................. -- 2.9
Other assets................................................ 66.7 55.7
-------- --------
Total Assets............................................ $3,063.4 $3,109.5
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 239.3 $ 185.0
Bank overdrafts........................................... 42.2 17.8
Borrowings under Revolving Credit Facilities (Note 5)..... 43.0 100.0
Payables to related companies............................. 2.1 30.7
Accrued liabilities:
Salaries, wages and commissions......................... 56.7 57.2
Taxes................................................... 68.5 90.9
Interest on debt........................................ 4.4 4.7
Other................................................... 30.4 18.7
Long-term debt due within one year (Note 6) Related
companies............................................... 7.0 7.0
Other................................................... 1.0 4.0
-------- --------
Total current liabilities............................. 494.6 516.0
Long-term debt (Note 6):
Related companies......................................... 682.5 689.5
Other..................................................... 273.2 281.9
Deferred employee benefits (Note 9)......................... 1,093.1 1,135.5
Deferred income taxes (Note 10)............................. 23.0 --
Other credits............................................... 48.7 65.1
Commitments and contingencies (Note 12)
-------- --------
Total liabilities....................................... 2,615.1 2,688.0
-------- --------
Stockholders' equity
Preferred stock, $.01 par value, 100 shares authorized,
100 shares issued and outstanding, liquidation value $90
(Note 7)................................................ 90.0 90.0
Common stock, $.01 par value, 1,000 shares authorized, 100
shares issued and outstanding (Note 7).................. 320.0 320.0
Retained earnings......................................... 37.8 12.3
Accumulated other comprehensive income (loss)............. 0.5 (0.8)
-------- --------
Total stockholders' equity............................ 448.3 421.5
-------- --------
Total liabilities and stockholders' equity............ $3,063.4 $3,109.5
======== ========
</TABLE>

See Notes to Consolidated Financial Statements
F-5
<PAGE> 21

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ACCUMULATED
OTHER
COMPREHENSIVE TOTAL
PREFERRED COMMON RETAINED INCOME STOCKHOLDERS'
STOCK STOCK EARNINGS (LOSS) EQUITY
--------- ------ -------- ------------- -------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Initial capitalization at July 17,
1998................................... $90.0 $320.0 $ -- $ -- $410.0
Net income............................... -- -- 12.3 -- 12.3
Other comprehensive loss................. -- -- -- (0.8) (0.8)
----- ------ ------ ----- ------
Balance at December 31, 1998............. 90.0 320.0 12.3 (0.8) 421.5
Net income............................... -- -- 36.0 -- 36.0
Dividend paid............................ -- -- (10.5) -- (10.5)
Other comprehensive income............... -- -- -- 1.3 1.3
----- ------ ------ ----- ------
Balance at December 31, 1999............. $90.0 $320.0 $ 37.8 $ 0.5 $448.3
===== ====== ====== ===== ======
</TABLE>

See Notes to Consolidated Financial Statements
F-6
<PAGE> 22

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 1--THE ACQUISITION

On July 16, 1998, Ispat International N.V. ("Ispat") acquired Inland Steel
Company ("Predecessor Company") from Inland Steel Industries, Inc.
("Industries") in accordance with an Agreement and Plan of Merger ("Agreement"),
dated as of May 27, 1998, amended as of July 16, 1998 (the "Acquisition").
Inland Steel Company was renamed Ispat Inland Inc. ("Successor Company" or the
"Company") on September 1, 1998. The Predecessor Company was acquired for
$1,143.1 plus the assumption of certain liabilities or obligations.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The capital structure and accounting basis of the assets and liabilities of
the Company as of July 17, 1998 and thereafter differ from those of the
Predecessor Company in prior periods as a result of the Acquisition. The
Acquisition is being accounted for under the purchase method of accounting in
accordance with Accounting Principles Board Opinion ("APB") No. 16, "Accounting
for Business Combinations." The total purchase price has been allocated to
assets and liabilities of the Company based on their respective fair values.

Consolidation Policy

The consolidated financial statements include the accounts of the Company
and all significant subsidiaries. Intercompany transactions have been eliminated
in consolidation.

Accounting for Equity Investments

The Company's investments in less than majority-owned companies, joint
ventures and partnerships, and the Company's majority interest in the I/N Tek
(see Note 14) partnership are accounted for under the equity method.

Inventory Valuation

Inventories are carried at the lower of cost or market. Cost is principally
determined on a first-in, first-out ("FIFO") method. Costs include the purchase
costs of raw materials, conversion costs, and an allocation of fixed and
variable production overhead.

Property, Plant and Equipment

Property, plant and equipment are stated at cost and depreciated using the
straight line method over the useful lives of the related assets, ranging from
25 to 45 years for buildings and 2 to 21.5 years for machinery and equipment.
Major improvements which add to productive capacity or extend the life of an
asset are capitalized while repairs and maintenance are charged to expense as
incurred. The carrying amount for long-lived assets is reviewed whenever events
or changes in circumstances indicate that an impairment may have occurred.

Cash Equivalents

Cash equivalents are highly liquid, short-term investments purchased with
original maturities of three months or less when acquired.

Deferred Financing Costs

Deferred financing costs are amortized over the expected terms of the
related debt.

F-7
<PAGE> 23
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
Stock Option Plan

In 1999, Ispat established the Ispat International N.V. Global Stock Option
Plan (the "Ispat Plan"). Statement of Financial Accounting Standards ("SFAS")
No. 123, "Accounting for Stock-Based Compensation" encourages, but does not
require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company, which participates in the Ispat
Plan, has chosen to account for stock options issued to employees using the
intrinsic value method prescribed in APB No. 25, "Accounting for Stock Issued to
Employees," and related Interpretations. Accordingly, compensation cost for
stock options is measured as the excess, if any, of the quoted market price of
the underlying Ispat stock at the date of the grant over the exercise price of
the employee stock options. For disclosure purposes, proforma net income is
provided as if the fair value method had been applied. The Company has adopted
the disclosure requirements of SFAS No. 123.

Revenue Recognition

Sales are recognized when the Company's products are shipped to customers.

Income Taxes

Income tax expense is based upon reported results of operations and
reflects the impact of temporary differences between the amount of assets and
liabilities recognized for financial reporting purposes and such amounts
recognized for tax purposes.

Derivatives

Derivative financial instruments are utilized to manage exposure to
fluctuations in cost of natural gas and specific nonferrous metals used in the
production process. The use of these financial instruments is intended for
hedging purposes. Gains or losses are recognized as part of the cost of the
underlying product or service when the contracts are closed. Additionally,
derivatives are used to hedge exposure to interest rate fluctuations for
floating rate debt for which the gains or losses are recognized in interest
expense.

Comprehensive Income

In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income." In accordance with SFAS No. 130, the Company changed its reporting to
display comprehensive income and its components in the Company's Consolidated
Statements of Comprehensive Income. The components of comprehensive income
include unrealized gain/loss on securities (see Note 14) and minimum pension
liability adjustment related to joint ventures.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and related notes to financial statements. Actual results may differ
from such estimates.

Recent Accounting Pronouncements

In 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," which
requires recognition of all derivative instruments in the statement of financial
position as either assets or liabilities, measured at fair value. This statement

F-8
<PAGE> 24
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
additionally requires changes in the fair value of derivatives to be recorded
each period in current earnings or comprehensive income depending on the
intended use of the derivatives. In June 1999, the FASB deferred the effective
date of SFAS No. 133 to fiscal years beginning after June 15, 2000. The Company
must adopt SFAS No. 133 no later than the first quarter of fiscal year 2001. The
Company is currently assessing the impact of this statement on its results of
operations and financial position.

Reclassifications

Certain reclassifications have been made to the period ended December 31,
1998 financial statements in order to conform to the 1999 classifications.

NOTE 3--INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
In-process and finished steel............................... $329.9 $398.8
Raw materials and supplies:
Iron ore.................................................. 101.2 104.5
Scrap and other raw materials............................. 70.6 69.2
Supplies.................................................. 37.3 39.6
------ ------
209.1 213.3
------ ------
Total.................................................. $539.0 $612.1
====== ======
</TABLE>

As a result of the Acquisition, inventories were recorded at their fair
values at July 17, 1998. Such fair value for finished goods and work in process
represented selling price less estimated costs of completion, selling costs and
a reasonable profit allowance for the selling and completion effort. Raw
materials were valued at replacement cost. The fair value of inventories was in
excess of their inventoriable cost which resulted in a one-time charge to cost
of goods sold during the period July 17, 1998 through December 31, 1998 of
$20.7.

NOTE 4--PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
Land........................................................ $ 46.5 $ 46.5
Buildings and improvements.................................. 191.2 182.5
Machinery and equipment..................................... 1,797.8 1,754.0
Construction in process..................................... 24.1 5.9
-------- --------
2,059.6 1,988.9
Accumulated depreciation.................................... 153.1 46.8
-------- --------
Property, plant and equipment, net.......................... $1,906.5 $1,942.1
======== ========
</TABLE>

As a result of the Acquisition, property, plant and equipment was recorded
at its estimated fair value at July 17, 1998. Final asset and liability
adjustments made during 1999 were not significant.

F-9
<PAGE> 25
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 5--BORROWING ARRANGEMENTS

Ispat Inland Administrative Service Company ("IIASC"), a wholly owned
subsidiary of the Company established to provide a supplemental source of
short-term funds to the Company, has a $125 revolving credit facility with a
group of banks. In July 1998, IIASC entered into an agreement with a bank to
provide another $25 revolving credit facility with terms essentially identical
to those of the existing facility. Both the facilities extend to November 30,
2000. The Company has agreed to sell at cost substantially all of its
receivables to IIASC to secure these facilities. Provisions of the credit
agreement limit or prohibit the Company from merging, consolidating, or selling
its assets and require IIASC to meet minimum net worth and leverage ratio tests.
At December 31, 1999 and 1998, $43 and $100, respectively, were borrowed under
the facilities, leaving $107 and $50, respectively, available.

In 1999, the Company established a five-year $120 revolving credit facility
with a group of banks. The Company has agreed to sell at cost substantially all
of its raw material, in-process and finished goods inventory to Ispat Inland
Inventory, LLC ("III"), a wholly owned subsidiary of the Company, to secure this
facility. Provisions of the credit agreement require III to maintain a minimum
net worth. At December 31, 1999, there were no borrowings outstanding, leaving
$67 available, based on collateral requirements.

NOTE 6--LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
First Mortgage Bonds:
Series U, Tranche B, due July 16, 2005.................... $344.8 $348.2
Series U, Tranche C, due July 16, 2006.................... 344.8 348.2
Series R, 7.9% due January 15, 2007....................... 56.4 62.9
Pollution Control Series 1977, 5.75% due February 1,
2007................................................... 24.8 25.9
Pollution Control Series 1993, 6.8% due June 1, 2013...... 44.1 44.4
Pollution Control Series 1995, 6.85% due December 1,
2012................................................... 18.8 18.9
------ ------
Total First Mortgage Bonds............................. 833.7 848.5

Obligations for Industrial Development Revenue Bonds:
Pollution Control Project No. 3, 6.25% due April 1,
1999................................................... -- 3.0
Pollution Control Project No. 11, 7.125% due June 1,
2007................................................... 21.9 22.2
Pollution Control Project No. 13, 7.25% due November 1,
2011................................................... 42.7 43.1
Exempt Facilities Project No. 14, 6.7% due November 1,
2012................................................... 5.5 5.6
Exempt Facilities Project No. 15, 5.75% due October 1,
2011................................................... 52.2 52.3
Exempt Facilities Project No. 16, 7% due January 1,
2014................................................... 7.7 7.7
------ ------
Total Obligations for Industrial Development Revenue
Bonds................................................ 130.0 133.9
------ ------
Less short-term portion..................................... 8.0 11.0
------ ------
Total long-term debt........................................ $955.7 $971.4
====== ======
</TABLE>

In connection with the financing of the Acquisition, an affiliate of the
Company, Ispat Inland, L.P. (the "Borrower"), entered into a Credit Agreement
dated July 16, 1998 (the "Credit Agreement") for a senior secured term credit
facility and letter of credit with a syndicate of financial institutions for
whom Credit Suisse First Boston is the agent (the "Agent"). The Credit Agreement
consists of a $350 Tranche B Term Loan due July 16, 2005 (the"Tranche B Loan"),
a $350 Tranche C Term Loan due July 16, 2006 (the "Tranche C Loan" and together
with the Tranche B Loan, the "Term Loans") and a $160 letter of credit extending
to

F-10
<PAGE> 26
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 6--LONG-TERM DEBT--(CONTINUED)
July 9, 2003, (the "LC" and together with the Term Loans, the "Facilities"). The
LC has not been drawn upon.

Each of the Tranche B Loan and Tranche C Loan has scheduled principal
repayments of $.875 per quarter until maturity. The lenders are committed to
renewing the LC annually for five years, contingent on the Company and Borrower
making certain representations and warranties.

On July 16, 1998, the Company issued $875 of First Mortgage Bonds as
security both for the Facilities and for an interest rate hedge required under
the Credit Agreement (the "Hedge"). Series U, in a principal amount of $700, was
issued to an indirect subsidiary of the Borrower which, in turn, pledged the
Bonds to the Agent for the benefit of the Term Loan lenders. Series V, in a
principal amount of $160, was issued to the Agent for the benefit of the LC
lenders. Series W, in a principal amount of $15, was issued to the Agent for the
benefit of the counterparty to the Hedge.

As a further credit enhancement under the Credit Agreement, the Facilities
and the Hedge are fully and unconditionally guaranteed by the Company, certain
subsidiaries of the Company and Ispat.

Borrowings under the Term Loans bear interest at a rate per annum equal to,
at the Borrower's option: (1) the higher of (a) the Agent's prime rate or (b)
the rate which is 1/2 of 1% in excess of the Federal Funds effective rate
(together the "Base Rate"), plus 1.25% for Tranche B Loans and 1.75% for Tranche
C Loans or (2) the LIBO Rate (as defined in the Credit Agreement) plus 2.25% for
Tranche B Loans and 2.75% for Tranche C Loans. The fee for the LC is 2.25% of
the LC amount per annum (the "LC Fee"). The spread over the LIBO Rate and Base
Rate and the LC Fee will be reduced if the Company's Consolidated Leverage Ratio
(as defined in the Credit Agreement) falls to specified levels.

In October 1998, the Borrower entered into the Hedge required under the
Credit Agreement. The Hedge consists of a five-year interest rate collar. The
Hedge is based on LIBOR with a floor of 4.50% and a ceiling of 6.26% on a
notional amount of $450.

The Company is obligated to pay interest on the Series U First Mortgage
Bonds at the rate paid by the Borrower to the Term Loan lenders, plus 1/2 of 1%
per annum and on the Series V First Mortgage Bonds at a rate equal to the LC
Fee.

With the exception of Series U, V and W, the First Mortgage Bonds are the
obligation solely of the Company and have not been guaranteed or assumed by or,
otherwise, become the obligation of Ispat or any of its other subsidiaries. Each
series of First Mortgage Bonds issued by the Company is limited to the principal
amount outstanding, with the Pollution Control Series 1977 Bonds and the Series
R First Mortgage Bonds subject to a sinking fund. A substantial portion of the
property, plant and equipment owned by the Company at its Indiana Harbor Works
is subject to the lien of the First Mortgage. This property had a book value of
approximately $1,700 on December 31, 1999 and $1,600 on December 31, 1998.

The Credit Agreement restricts the payment of dividends and other
Restricted Payments (as defined in the Credit Agreement) to 50% of Consolidated
Net Income (as defined in the Credit Agreement) plus certain specifically
allowed types of Restricted Payments. At December 31, 1999 and 1998, $11.5 and
$10.0, respectively, of dividends or other Restricted Payments, in addition to
those specifically allowed, could have been paid.

The Credit Agreement contains other covenants that, among other things,
limit or prohibit the ability of the Company or the Borrower to incur
indebtedness, create liens, engage in transactions with affiliates, sell assets
and engage in mergers and consolidations. Additionally, the Company must
maintain a minimum Consolidated EBITDA (as defined in the Credit Agreement).

F-11
<PAGE> 27
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 6--LONG-TERM DEBT--(CONTINUED)
In conjunction with the Acquisition of the Company by Ispat on July 16,
1998, the Company repaid $228.9 owed to Industries, its parent company prior to
the Acquisition. The remaining long-term debt at the Acquisition date was
restated to its fair value which resulted in the debt increasing by $16.9.

Maturities of long-term debt obligations are: $8.0 in 2000, $12.3 in 2001,
$13.3 in 2002, $13.8 in 2003, $13.8 in 2004 and $902.5 thereafter.

NOTE 7--EQUITY

COMMON STOCK

On December 31, 1999 and 1998, the Company had 1,000 shares authorized of
common stock, $.01 par value ("Common Stock"), of which 100 shares were issued,
outstanding and owned by a wholly owned subsidiary of Ispat.

CUMULATIVE PREFERRED STOCK

On December 31, 1999 and 1998, the Company had 100 shares authorized,
issued and outstanding of Series A 8% Cumulative Preferred Stock, $.01 par value
("Preferred Stock"), which is owned by a wholly owned subsidiary of Ispat. The
Preferred Stock has liquidation preference over the Common Stock.

NOTE 8--STOCK OPTION PLANS

Under the terms of the Ispat Plan, Ispat may grant options to senior
management of Ispat and its affiliates for up to 6,000,000 shares of common
stock. The exercise price of each option equals not less than the fair market
value of Ispat stock on the date of grant, and an option's maximum term is 8
years. Options are granted at the discretion of the Ispat Board of Director's
Plan Administration Committee or its delegate. The options vest either ratably
upon each of the first three anniversaries of the grant date or upon the death,
disability or retirement of the participant. The Company has chosen to account
for stock-based compensation using the intrinsic value method prescribed in APB
No. 25, "Accounting for Stock Issued to Employees," and related Interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the quoted market price of Ispat stock at the date of the grant over the
amount an employee must pay to acquire the stock. Had compensation cost for the
option plan been determined based on the fair value at the grant date for awards
in 1999 consistent with the provisions of SFAS No. 123, the Company's net income
for the year ended December 31, 1999 would have been reduced to the pro forma
amounts indicated below:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1999
-----------------
<S> <C>
Net Income--as reported..................................... $36.0
Net Income--pro forma....................................... 35.4
</TABLE>

The fair value of each option grant of Ispat stock is estimated on the date
of grant using the Binomial Option Pricing Model with the following
weighted-average assumptions used for grants in 1999: dividend yield of .86%;
expected volatility of 63%; risk-free interest rate of 6.07%; and expected term
of 10 years. The weighted average fair-value at the date of grant for options
granted in 1999 was $7.9465.

F-12
<PAGE> 28
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 8--STOCK OPTION PLANS--(CONTINUED)
The activity of the Ispat Plan with respect to the Company is summarized
below for the year ended December 31, 1998:

<TABLE>
<CAPTION>
NUMBER WEIGHTED AVERAGE
OF SHARES EXERCISE PRICE
--------- ----------------
<S> <C> <C>
Granted.................................................... 639,000 $11.94
Exercised.................................................. 0
Canceled or expired........................................ 0
Outstanding................................................ 639,000 11.94
</TABLE>

NOTE 9--RETIREMENT BENEFITS

In connection with the Company's new labor agreement with the United
Steelworkers of America (the "USWA"), the pension and postretirement medical
plans were amended, effective August 1, 1999, to provide for plan changes as a
result of the new labor agreement. The pension plan was amended primarily to
provide for increased benefit levels. The postretirement medical plan was
amended primarily to provide for employee and retiree copayments, vision care,
retiree life insurance benefits and retiree contributions. As a result of these
plan amendments, the Company remeasured its pension and postretirement benefit
obligations under SFAS No. 87, "Employers' Accounting for Pensions" and SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions,"
respectively, as of August 1, 1999. These remeasurements incorporated the effect
of the union plan changes as well as the effects of changes in actuarial
assumptions to reflect more current information.

Effective December 31, 1998, the Company adopted SFAS No. 132, "Employers'
Disclosures About Pensions and Other Postretirement Benefits." The provisions of
SFAS No. 132 revise employers' disclosures about pensions and other
postretirement benefit plans. This statement does not change the measurement or
recognition of these plans.

PENSIONS

The Company Pension Plan and Pension Trust, which covers certain employees
of the Company, is a noncontributory defined benefit plan with pensions based on
final pay and years of service for all salaried employees and certain wage
employees, and years of service and a fixed rate (in most instances based on
frozen pay or on job class) for all other wage employees, including members of
the United Steelworkers of America.

F-13
<PAGE> 29
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 9--RETIREMENT BENEFITS--(CONTINUED)
Reconciliation of the pension benefit obligation and plan assets from
December 1, 1998 and July 17, 1998 through the measurement date of November 30
was as follows:

<TABLE>
<CAPTION>
DECEMBER 1, 1998 JULY 17, 1998
THROUGH THROUGH
NOVEMBER 30, 1999 NOVEMBER 30, 1998
----------------- -----------------
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of period......... $2,087.9 $2,148.2
Service cost...................................... 24.8 11.7
Interest cost..................................... 143.3 64.9
Plan amendments loss (gain)....................... 161.3 (65.4)
Actuarial gain.................................... (220.4) (20.8)
Benefits paid..................................... (163.9) (50.7)
-------- --------
Benefit obligation at end of period............... $2,033.0 $2,087.9
======== ========
Change in plan assets:
Fair value at beginning of period................. $1,963.3 $2,018.5
Actual return..................................... 274.7 (29.5)
Employer contribution............................. 23.7 25.0
Benefits paid..................................... (163.9) (50.7)
-------- --------
Fair value at end of period....................... $2,097.8 $1,963.3
======== ========
</TABLE>

The plan amendment loss for the period ended November 30, 1999 reflects the
plan changes that resulted from the new labor agreement with the USWA as well as
the effects of changes in actuarial assumptions. The plan amendments gain for
the period ended November 30, 1998 reflects the plan change announced during the
fourth quarter that became effective January 1, 1999. The amendment provides
that pension benefits for most of the Company's non-represented salaried
employees will be determined in "cash balance" arrangement. For each covered
employee, a notional account is credited each quarter with a percentage of pay
and interest. At termination, the account balance is available to the employee
as either a lump-sum payment or an annuity.

The funded (unfunded) status of the pension plan is as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
Benefit obligation.................................. $2,033.0 $2,087.9
Fair value of assets................................ 2,097.8 1,963.3
-------- --------
Funded (unfunded) status of plan.................... 64.8 (124.6)
Unrecognized net (gain) loss........................ (210.2) 94.4
Unrecognized prior service cost..................... 96.8 (65.4)
-------- --------
Accrued pension liability........................... $ (48.6) $ (95.6)
======== ========
</TABLE>

The following weighted average assumptions were used in accounting for the
pension plan:

<TABLE>
<CAPTION>
NOVEMBER 30, 1999 AUGUST 1, 1999 NOVEMBER 30, 1998
----------------- -------------- -----------------
<S> <C> <C> <C>
Discount rate.......................... 8.00% 7.75% 6.75%
Expected return on plan assets......... 9.50% 9.50% 9.50%
Rate of compensation increase.......... 4.00% 4.00% 4.00%
</TABLE>

F-14
<PAGE> 30
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 9--RETIREMENT BENEFITS--(CONTINUED)
The net periodic benefit cost (credit) was as follows:

<TABLE>
<CAPTION>
JULY 17, 1998
YEAR ENDED THROUGH
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
Service cost........................................ $ 24.8 $ 11.7
Interest cost....................................... 143.3 64.9
Expected return on plan assets...................... (190.5) (85.7)
Amortization........................................ (0.9) --
------- ------
Net periodic benefit credit......................... $ (23.3) $ (9.1)
======= ======
</TABLE>

The Company also sponsors a savings plan through which eligible salaried
employees may elect to save a portion of their salary, and the Company matches
the first five percent of each participant's salary contributed, subject to
certain IRS limitations. Compensation expense related to this plan amounted to
$4.9 and $2.3, respectively, for the year ended December 31, 1999 and the period
from July 17, 1998 through December 31, 1998.

BENEFITS OTHER THAN PENSION

Substantially all of the Company's employees are covered under
postretirement life insurance and medical benefit plans that require deductible
and co-insurance payments from retirees. The postretirement life insurance
benefit formula used in the determination of postretirement benefit cost is
primarily based on applicable annual earnings at retirement for salaried
employees and specific amounts for hourly employees. The Company does not
prefund any of these postretirement benefits. Effective January 1, 1994, a
Voluntary Employee Benefit Association Trust was established for payment of
health care benefits made to United Steelworkers of America retirees. Funding of
the Trust is made as claims are submitted for payment.

Reconciliation of the postretirement benefit obligation follows:

<TABLE>
<CAPTION>
DECEMBER 1, 1998 JULY 17, 1998
THROUGH THROUGH
NOVEMBER 30, 1999 NOVEMBER 30, 1998
----------------- -----------------
<S> <C> <C>
Benefit obligation at beginning of period........... $ 953.4 $1,010.1
Service cost........................................ 11.1 6.9
Interest cost....................................... 59.6 30.8
Plan amendments gain................................ (56.8) (104.1)
Actuarial (gain) loss............................... (209.4) 31.3
Benefits paid....................................... (47.6) (21.6)
------- --------
Benefit obligation at end of period................. $ 710.3 $ 953.4
======= ========
</TABLE>

The plan amendments gain for the periods ended November 30, 1999 and 1998
result from a plan amendment effective January 1, 1999 requiring increased
contributions from salaried retirees for health care coverage, as well as
increases in deductibles and copays. In addition, life insurance coverage for
salaried retirees has been reduced, effective at the same date. The gain for the
1999 period was also affected by the new labor agreement with the USWA which
provided for employee and retiree copayments, vision care, retiree life
insurance benefits and retiree contributions.

F-15
<PAGE> 31
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 9--RETIREMENT BENEFITS--(CONTINUED)
The unfunded status of the postretirement benefit obligation is as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
Benefit obligation.................................. $ 710.3 $ 953.4
Fair value of assets................................ -- --
--------- ---------
Unfunded status of plan............................. (710.3) (953.4)
Unrecognized net (gain) loss........................ (175.0) 31.2
Unrecognized prior service cost..................... (146.6) (104.1)
--------- ---------
Accrued postretirement benefit...................... $(1,031.9) $(1,026.3)
========= =========
</TABLE>

The following weighted average assumptions were used in accounting for the
postretirement benefit plan:

<TABLE>
<CAPTION>
NOVEMBER 30, 1999 AUGUST 1, 1999 NOVEMBER 30, 1998
----------------- -------------- -----------------
<S> <C> <C> <C>
Discount rate.......................... 8.00% 7.75% 6.75%
Rate of compensation increase.......... 4.00% 4.00% 4.00%
Health care cost trend rate............ 4.50% 4.50% 4.50%
</TABLE>

The net periodic benefit cost was as follows:

<TABLE>
<CAPTION>
JULY 17, 1998
YEAR ENDED THROUGH
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
Service cost....................................... $ 11.1 $ 6.9
Interest cost...................................... 59.6 30.8
Amortization....................................... (14.2) --
Recognized (gain) loss............................. (3.2) --
------ -----
Net periodic benefit cost.......................... $ 53.3 $37.7
====== =====
</TABLE>

An increase of 1% in the health care cost trend rate would increase the
benefit obligation by $95.2 and the annual net periodic cost by $10.6. A 1%
decrease would reduce the benefit obligation by $79.7 and the annual net
periodic annual net cost by $8.8.

For purposes of measuring the expected cost of benefits covered by the plan
for next year, a weighted average health care trend rate of 4.50% was assumed
for 2000 and the years thereafter.

NOTE 10--INCOME TAXES

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
PERIOD FROM
JULY 17, 1998
YEAR ENDED THROUGH
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
Current federal.................................... $11.6 $ 7.0
Deferred federal................................... 6.4 (3.1)
Deferred state..................................... 1.0 0.6
----- -----
Total.............................................. $19.0 $ 4.5
===== =====
</TABLE>

F-16
<PAGE> 32
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 10--INCOME TAXES--(CONTINUED)
Total income taxes reflected in the Consolidated Statements of Operations
differ from the amounts computed by applying the statutory federal corporate tax
rate as follows:

<TABLE>
<CAPTION>
PERIOD FROM
JULY 17, 1998
YEAR ENDED THROUGH
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
Federal income tax expense computed at statutory tax
rate.............................................. $19.3 $ 5.9
Additional tax expense (credit) from:
State and local income taxes...................... 0.2 0.6
Percentage depletion.............................. (3.9) (1.9)
All other, net.................................... 3.4 (0.1)
----- -----
Total.......................................... $19.0 $ 4.5
===== =====
</TABLE>

Deferred tax assets and liabilities arise from the impact of temporary
differences between the amount of assets and liabilities recognized for
financial reporting purposes and such amounts recognized for tax purposes and
resulted from the following:

<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
Noncurrent deferred tax assets:
Operating loss carryforwards...................... $ 40.4 $ 2.1
Alternative minimum tax credit carryforward....... 15.1 7.0
Retirement benefit obligations.................... 404.0 446.9
Shutdown accruals................................. 15.3 9.6
Environmental accruals............................ 9.9 9.1
Tax effect of comprehensive income items.......... (0.6) 0.4
Other............................................. (29.8) 23.0
------- -------
Total noncurrent deferred tax assets........... 454.3 498.1
Noncurrent deferred tax liabilities:
Property, plant and equipment..................... (477.3) (495.2)
------- -------
Net noncurrent deferred tax (liability)
asset........................................ $ (23.0) $ 2.9
======= =======
Current deferred tax assets:
Accrued vacations................................. $ 11.2
Property taxes.................................... 6.0
UNICAP--Inventory................................. 0.6
Deferred state taxes.............................. 0.4
Amortization expense.............................. (1.4)
Other............................................. 1.1
-------
Total current deferred tax assets.............. $ 17.9
=======
</TABLE>

Based on estimates of projected future taxable income, the Company believes
that it is more likely than not that the tax benefits currently generated will
be realized in future periods. Accordingly, no valuation allowance has been
established.

F-17
<PAGE> 33
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 11--RELATED PARTY TRANSACTIONS

The Company was charged $5.3 and $3.4 by Ispat for the year ended December
31, 1999 and the period from July 17, 1998 through December 31, 1998,
respectively, for management, financial and legal services provided to the
Company. The Company was also charged $2.5 by Ispat North America Holding Inc.
for corporate expense allocation for the year ended December 31, 1999.

The Company purchased $82.8 and $56.7 of inventory from subsidiaries of
Ispat for the year ended December 31, 1999 and the period from July 17, 1998
through December 31, 1998, respectively. The Company sold $22.2 of inventory to
subsidiaries of Ispat for the year ended December 31, 1999.

The Company's long-term debt due to a related company of $689.5 and $696.5
as of December 31, 1999 and 1998, respectively, is payable to Ispat Inland
Finance LLC, a wholly owned subsidiary of the Borrower and Ispat. Interest
expense related to this debt was $56.5 and $29.5 for the year ended December 31,
1999 and the period from July 17, 1998 to December 31, 1998, respectively. This
debt arose in connection with the financing of the Acquisition (see Note 6). The
Company's receivable from a related company of $8.9 and $10.8 at December 31,
1999 and 1998, respectively, is due from Ispat Inland, L.P., a wholly owned
subsidiary of Ispat. Interest income on this receivable was $0.8 and $0.4 for
the year ended December 31, 1999 and the period from July 17, 1998 through
December 31, 1998, respectively. This receivable also arose in connection with
the financing of the Acquisition and payment is due on July 16, 2006 unless
Ispat Inland, L.P. chooses to prepay.

NOTE 12--COMMITMENTS AND CONTINGENCIES

At December 31, 1999 and 1998, the Company guarantees $10.5 and $142.6 of
long-term debt attributable to PCI Associates and I/N Kote (see Note 14), two of
its equity investments, respectively.

The Company has an agreement with the Pension Benefit Guaranty Corporation
("PBGC") to provide certain financial assurances with respect to the Company's
Pension Plan. In accordance with this agreement, the Company provided the PBGC a
letter of credit in the amount of $160, made a cash contribution of $23.7 in
1999 and $25.0 in 1998 to the Pension Trust and committed to certain minimum
funding requirements, including to fund normal cost of the Pension Plan plus,
for the next four years, an additional $5 per year. In addition, the Company
granted to the PBGC a first priority lien on selected assets. The agreement has
a term of at least five years or until certain financial tests are met,
whichever is later; however, the agreement could terminate within five years if
the Pension Plan is terminated or the Company is sold and the purchaser meets
certain tests.

The Company has an agreement with a third party to purchase 1.2 million
tons of coke annually for approximately 15 years on a take-or-pay basis at
prices determined by certain cost factors from a heat recovery coke battery
facility located on land leased from the Company. Under a separate tolling
agreement with another third party, the Company has committed to pay tolling
charges over approximately 15 years to desulphurize flue gas from the coke
battery and to convert the heat output from the coke battery to electrical power
and steam. As of December 31, 1999 and 1998, the estimated minimum tolling
charges remaining over the life of this agreement were approximately $242.4 and
$270.0, respectively.

As part of the agreement covering the 1990 sale of the Inland Lime & Stone
Company division assets, the Company agreed, subject to certain exceptions, to
purchase, at prices which approximate market, the annual limestone needs of the
Indiana Harbor Works through 2002.

It is anticipated that the Company will make capital expenditures of $2 to
$5 annually in each of the next five years for the construction and have ongoing
annual expenditures of $40 to $50 for the operation of air and water pollution
control facilities to comply with current federal, state and local laws and
regulations.

F-18
<PAGE> 34
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 12--COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
The Company is involved in various environmental and other administrative
or judicial actions initiated by governmental agencies. While it is not possible
to predict the results of these matters, the Company does not expect
environmental expenditures, excluding amounts that may be required in connection
with the 1993 consent decree in the 1990 EPA lawsuit, to materially affect the
Company's results of operations or financial position. Corrective actions
relating to the EPA consent decree may require significant expenditures over the
next several years that may be material to the results of operations or
financial position of the Company. At December 31, 1999 and 1998, the Company's
reserves for environmental liabilities totaled $25 and $27, respectively, of
which $21 and $21, respectively, is related to the sediment remediation under
the 1993 EPA consent decree.

The Company and its subsidiaries have various operating leases for which
the minimum lease payments are $17.6 in 2000, $16.1 in 2001, $11.4 in 2002,
$10.1 in 2003, $9.9 in 2004 and $12.0 thereafter. Rental expense for the year
ended December 31, 1999 and the period from July 17, 1998 through December 31,
1998 was $27.2 and $13.8, respectively.

The total amount of firm commitments of the Company and its subsidiaries to
contractors and suppliers in connection with construction projects primarily
related to additions to property, plant and equipment, was $24.4 at December 31,
1999 and $7.0 at December 31, 1998.

The Company and an independent, unaffiliated producer of raw materials are
parties to a long-term supply agreement under which the Company is obligated to
fund an escrow account to indemnify said producer of raw materials against a
specific contingency. Contributions to the escrow are determined by the
agreement and the funds are restricted from Company use while in the escrow. The
escrow will terminate not later than 2004. At December 31, 1999 and 1998, the
escrowed funds amounted to $20.0 and $5.4, respectively, and is included in
"Other assets" on the consolidated balance sheets. The Company anticipates full
recovery of the escrowed amount.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 12--COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
Industries, Inc. (the predecessor company to Ryerson Tull, Inc.), as amended.
Ispat and the Company have notified Ryerson Tull, Inc. of their intention to
seek indemnification and other remedies, under the Merger Agreement and on other
grounds, for any losses in connection with this matter.

In addition to the foregoing, the Company is a party to a number of legal
proceedings arising in the ordinary course of its business. The Company does not
believe that the adverse determination of any such pending routine litigation,
either individually or in the aggregate, will have a material adverse effect on
its business, financial condition, results of operations, cash flows or
prospects.

NOTE 13--DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value.

DERIVATIVES

The Company uses futures and swap contracts to manage fluctuations in the
cost of natural gas and certain nonferrous metals, primarily zinc which is used
in the coating of steel. Timing of these transactions corresponds to the
expected need for the underlying physical commodity and is intended as a hedge
against the cost volatility of these commodities. The counterparties to these
contracts are internationally recognized companies which are not considered a
credit risk by the Company. Contracts generally do not extend out beyond one
year. The Company had contracts for these commodities that amounted to $18.9 and
$68.9 as of December 31, 1999 and 1998, respectively, the fair value of which
was $19.3 and $62.5, respectively.

A portion of the floating rate debt used in connection with the financing
of the Acquisition was hedged through the use of an interest collar (see Note
6).

LONG-TERM DEBT

The estimated fair value of the Company's long-term debt (including current
portions thereof), using quoted market prices of Company debt securities
recently traded and market-based prices of similar securities for those
securities not recently traded, was $919 and $908 at December 31, 1999 and 1998,
respectively, as compared with the carrying value of $964 and $982 in the
balance sheet at year-end 1999 and 1998, respectively.

NOTE 14--I/N TEK AND I/N KOTE JOINT VENTURES

I/N Tek, a general partnership formed for a joint venture between the
Company and Nippon Steel Corporation ("NSC"), owns and operates a cold-rolling
facility. I/N Tek is 60% owned by a wholly owned subsidiary of the Company and
40% owned by an indirect wholly owned subsidiary of NSC. The Company has rights
to the productive capacity of the facility, except in certain limited
circumstances and, under a tolling arrangement with I/N Tek, has an obligation
to use the facility for the production of cold rolled steel. Under the tolling
arrangement, the Company was charged $144.3 and $68.8 for such tolling services
for the year ended December 31, 1999 and the period from July 17, 1998 through
December 31, 1998, respectively, and owed $8.4 and $3.9 to I/N Tek at year-end
1999 and 1998, respectively, related to such tolling services.

The Company and NSC also own and operate another joint venture which
consists of a 400,000 ton electrogalvanizing line and a 500,000 ton hot-dip
galvanizing line adjacent to the I/N Tek facility. I/N Kote, the general
partnership formed for this joint venture, is owned 50% by a wholly owned
subsidiary of the Company and 50% by an indirect wholly owned subsidiary of NSC.
The Company and NSC each has

F-20
<PAGE> 36
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 14--I/N TEK AND I/N KOTE JOINT VENTURES--(CONTINUED)
guaranteed the share of long-term financing attributable to their respective
subsidiary's interest in the partnership. I/N Kote had $285 outstanding under
its long-term financing agreement at December 31, 1999. I/N Kote is required to
buy all of its cold rolled steel from the Company, which is required to furnish
such cold rolled steel at a price that results in an annual return on equity to
the partners of I/N Kote, depending upon operating levels, of up to 10% after
operating and financing costs; this price may be subject to an adjustment if the
Company's return on sales differs from I/N Kote's return on sales. Purchases of
Company cold rolled steel by I/N Kote aggregated $370.1 and $157.6 for the year
ended December 31, 1999 and the period from July 17, 1998 through December 31,
1998, respectively. At December 31 1999 and 1998, I/N Kote owed the Company
$14.3 and $16.0, respectively, related to these purchases. Prices of cold rolled
steel sold by the Company to I/N Kote are determined pursuant to the terms of
the joint venture agreement and are based, in part, on operating costs of the
partnership. In 1999 and 1998, the Company sold cold rolled steel to I/N Kote at
prices that exceeded the Company's production costs but were less than the
market prices for cold rolled steel products. I/N Kote also provides tolling
services to the Company for which it was charged $3.2 and $4.7 for the year
ended December 31, 1999 and the period from July 17, 1998 through December 31,
1998, respectively. The Company sells all I/N Kote products that are distributed
in North America. The Company receives a 1% sales commission on I/N Kote sales
for which it received $6.0 and $2.6 for the year ended December 31, 1999 and the
period from July 17, 1998 through December 31, 1998, respectively.

During the development of the I/N Tek and I/N Kote joint ventures, the
Company loaned money to the joint ventures. These partner loans are included in
"Investments in and advance to joint ventures" in the balance sheet. The
outstanding balance of the I/N Tek partner loan was $15.7 and $16.8 at year-end
1999 and 1998, respectively. The value of the I/N Kote partner loan was $36.7
and $34.9 at year-end 1999 and 1998, respectively.

Related to the I/N Tek and I/N Kote joint ventures, the Company owns common
stock of NSC. At December 31, 1999 and 1998, this stock had a fair value of $5.7
and $4.4. Fair value was determined based on quoted market price. The investment
is included in "Investments in and advances to joint ventures" in the balance
sheet. Differences between recorded value and fair value are recorded net of tax
to Other Comprehensive Income.

NOTE 15--INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

The Company's investments in unconsolidated joint ventures accounted for by
the equity method consist primarily of its 60% interest in I/N Tek, 50% interest
in I/N Kote, 50% interest in PCI Associates and 40% interest in the Empire Iron
Mining Partnership ("Empire"). I/N Tek and I/N Kote are joint ventures with NSC
(see Note 14). The Company does not exercise control over I/N Tek, as all
significant management decisions of the joint venture require agreement by both
of the partners. Due to this lack of control by the Company, the Company
accounts for its investment in I/N Tek under the equity method. PCI Associates
is a joint venture which operates a pulverized coal injection facility at the
Indiana Harbor Works. Empire is an

F-21
<PAGE> 37
ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 15--INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES--(CONTINUED)
iron ore mining and pelletizing venture owned in various percentages primarily
by U.S. steel companies. Following is a summary of combined financial
information of the Company's unconsolidated joint ventures:

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31:
Gross revenue............................................. $1,036.8 $1,066.0
Costs and expenses........................................ 934.5 965.8
-------- --------
Net income................................................ $ 102.3 $ 100.2
======== ========
FINANCIAL POSITION AT DECEMBER 31:
Current assets............................................ $ 248.0 $ 249.7
Total assets.............................................. 1,274.2 1,336.1
Current liabilities....................................... 234.7 242.2
Total liabilities......................................... 893.2 966.8
Net assets................................................ 381.0 369.3
</TABLE>

NOTE 16--BUSINESS SEGMENTS AND CONCENTRATION OF RISKS

The Company has adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information." The Company and its subsidiaries operate in
a single business segment, which comprises the operating companies and divisions
involved in the manufacturing of basic steel products and related raw material
operations.

The Company both produces and sells a wide range of steels, of which
approximately 99% consists of carbon and high-strength low-alloy steel grades.
For the year ended December 31, 1999 and the period from July 17, 1998 through
December 31, 1998, approximately 79% of the sales were to customers in five mid-
American states, and 93% were to customers in 20 mid-American states. Over half
the sales are to the steel service center and transportation (including
automotive) markets.

Sales to Ryerson Tull, Inc. approximated 12% and 11% of consolidated net
sales in the year ended December 31, 1999 and the period from July 17, 1998
through December 31, 1998, respectively. No other customer, except I/N Kote (see
Note 14), accounted for more than 10% of the consolidated net sales of the
Company during the noted periods.

As of December 31, 1999, approximately 77% of the active workforce was
represented by the United Steelworkers of America. The existing labor contract
between the USWA and the Company expires July 31, 2004.

NOTE 17--CONSOLIDATED QUARTERLY SALES AND EARNINGS (UNAUDITED)

<TABLE>
<CAPTION>
1999 1998
------------------------------------- ----------------------------
Period from
July 17, 1998
Through
First Second Third Fourth September 30, Fourth
Quarter Quarter Quarter Quarter 1998 Quarter
------- ------- ------- ------- ------------------ -------
<S> <C> <C> <C> <C> <C> <C>
Net sales.......................... $619.9 $615.4 $576.9 $580.3 $ 483.0 $592.4
Operating profit................... 18.9 43.3 34.0 45.7 13.2 47.3
Net income (loss).................. (2.8) 14.0 7.9 16.9 (4.4) 16.7
</TABLE>

F-22
<PAGE> 38

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES (SUCCESSOR COMPANY)

SCHEDULE II--RESERVES

FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD FROM JULY 17, 1998 THROUGH
DECEMBER 31, 1998
(Dollars in Millions except per share data)

<TABLE>
<CAPTION>
PROVISION FOR ALLOWANCES,
CLAIMS AND DOUBTFUL ACCOUNTS
---------------------------------------------------
BALANCE AT ADDITIONS DEDUCTIONS BALANCE AT
BEGINNING OF CHARGED TO FROM END OF
PERIOD INCOME RESERVES PERIOD
------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
January 1, 1999 through December 31, 1999........ $17.1 $1.9 $0.4 $18.6
July 17, 1998 through December 31, 1998.......... 16.9 0.2 -- 17.1
</TABLE>

<TABLE>
<CAPTION>
ACQUISITION RESERVE
---------------------------------------------------
BALANCE AT ADDITIONS DEDUCTIONS BALANCE AT
BEGINNING OF CHARGED TO FROM END OF
PERIOD RESERVES RESERVES PERIOD
------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
January 1, 1999 through December 31, 1999........ $7.7 $9.1 $ 9.2(A) $6.1
$ 1.6(B)
$ (0.1)(C)
July 17, 1998 through December 31, 1998.......... 17.3 -- 8.6(A) 7.7
0.9(B)
0.1(C)
</TABLE>

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

NOTES:

(A) Workforce reduction costs.

(B) Acquisition costs.

<TABLE>
<CAPTION>
SHUTDOWN RESERVES
---------------------------------------------------
BALANCE AT ADDITIONS DEDUCTIONS BALANCE AT
BEGINNING OF CHARGED TO FROM END OF
PERIOD INCOME RESERVES PERIOD
------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
January 1, 1999 through December 31, 1999........ $29.0 $0.1 $1.7 $27.4
July 17, 1998 through December 31, 1998.......... 29.9 -- 0.9 29.0
</TABLE>

F-23
<PAGE> 39

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholder of
INLAND STEEL COMPANY

In our opinion, the accompanying consolidated statements of operations, of
cash flows and of reinvested earnings present fairly, in all material respects,
the results of operations and cash flows of Inland Steel Company and
Subsidiaries Companies for the period January 1, 1998 through July 16, 1998 and
the year ended December 31, 1997, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
January 8,1999

F-24
<PAGE> 40

INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES (PREDECESSOR COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS AND REINVESTED EARNINGS

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, 1998
THROUGH YEAR ENDED
JULY 16, 1998 DECEMBER 31, 1997
--------------- -----------------
DOLLARS IN MILLIONS
<S> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS
Net sales................................................. $1,310.0 $2,467.5
-------- --------
Operating costs and expenses
Cost of goods sold (excluding depreciation)............ 1,127.8 2,089.7
Selling, general and administrative expenses........... 22.3 40.5
Depreciation........................................... 74.7 133.0
State, local and miscellaneous taxes................... 34.6 60.5
-------- --------
Total................................................ 1,259.4 2,323.7
-------- --------
Operating profit.......................................... 50.6 143.8
Other expense:
General corporate expense, net of income items......... 6.9 14.7
Interest and other expense on debt..................... 22.0 40.6
-------- --------
Income before income taxes................................ 21.7 88.5
Provision for income taxes (Note 8)....................... 7.9 33.7
-------- --------
Net income........................................... $ 13.8 $ 54.8
======== ========
CONSOLIDATED STATEMENT OF REINVESTED EARNINGS
Accumulated deficit at beginning of year.................. $ (954.8) $ (983.7)
Net income for the year................................... 13.8 54.8
Preferred dividends declared.............................. (12.9) (25.9)
-------- --------
Accumulated deficit at end of year........................ $ (953.9) $ (954.8)
======== ========
</TABLE>

See Notes to Consolidated Financial Statements
F-25
<PAGE> 41

INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES (PREDECESSOR COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, 1998 YEAR ENDED
THROUGH JULY 16, 1998 DECEMBER 31, 1997
--------------------- -----------------
DOLLARS IN MILLIONS
<S> <C> <C>
OPERATING ACTIVITIES
Net income............................................... $ 13.8 $ 54.8
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation.......................................... 74.7 133.0
Deferred employee benefit cost........................ 6.1 (15.8)
Deferred income taxes................................. (3.3) 47.2
Cokemaking project advance............................ -- (30.0)
Gain on sale of assets................................ (2.7) (9.0)
Change in: Receivables................................ 13.8 6.4
Inventories............................... 3.0 (18.5)
Accounts payable.......................... (79.9) 21.2
Payables to related companies............. 3.1 (9.7)
Accrued salaries and wages................ 1.1 0.5
Other accrued liabilities................. 14.4 (0.7)
Other items.............................................. (0.4) (44.3)
------ ------
Net adjustments....................................... 29.9 80.3
------ ------
Net cash from operating activities.................... 43.7 135.1
------ ------
INVESTING ACTIVITIES
Capital expenditures..................................... (40.8) (98.4)
Investments in and advances to joint ventures, net....... 25.4 23.4
Proceeds from sale of assets............................. 5.2 16.1
------ ------
Net cash from investing activities.................... (10.2) (58.9)
------ ------
FINANCING ACTIVITIES
Long-term debt issued.................................... -- 51.3
Long-term debt retired................................... (40.9) (59.8)
Change in notes payable to related companies............. (1.8) (41.8)
Dividends paid........................................... (12.9) (25.9)
Short-term borrowings.................................... 50.0 --
------ ------
Net cash from financing activities.................... (5.6) (76.2)
------ ------
Net increase in cash and cash equivalents................ 27.9 --
Cash and cash equivalents--beginning of period........... -- --
------ ------
Cash and cash equivalents--end of period................. $ 27.9 $ --
====== ======
SUPPLEMENTAL DISCLOSURES
Cash paid (received) during the period for:
Interest (net of amount capitalized).................. $ 25.1 $ 40.3
Income taxes, net..................................... 7.6 (11.7)
</TABLE>

See Notes to Consolidated Financial Statements
F-26
<PAGE> 42

INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES (PREDECESSOR COMPANY)

STATEMENT OF ACCOUNTING AND FINANCIAL POLICIES
(Dollars in Millions except per share data)

The following briefly describes the Company's principal accounting and
financial policies.

ACCOUNTING FOR EQUITY INVESTMENTS

The Company's investments in less than majority-owned companies, joint
ventures and partnerships, and the Company's majority interest in the I/N Tek
partnership, are accounted for under the equity method.

INVENTORY VALUATION

Inventories are valued at cost which is not in excess of market. Cost is
determined by the last-in, first-out method except for supply inventories, which
are determined by the average cost or first-in, first-out methods.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is depreciated for financial reporting
purposes over the estimated useful lives of the assets. Steelmaking machinery
and equipment, a significant class of assets, is depreciated on a
production-variable method, which adjusts straight-line depreciation to reflect
production levels at the steel plant. The adjustment is limited to not more than
a 25% increase or decrease from straight-line depreciation. Blast furnace
relining expenditures are capitalized and amortized on a unit-of-production
method over the life of the lining. All other assets are depreciated on a
straight-line method.

Expenditures for normal repairs and maintenance are charged to income as
incurred.

Gains or losses from significant abnormal disposals or retirements of
properties are credited or charged to income. The cost of other retired assets
less any sales proceeds is charged to accumulated depreciation.

CASH EQUIVALENTS

Cash equivalents reflected in the Statement of Cash Flows are highly
liquid, short-term investments with maturities of three months or less. Cash
management activities are performed by the Company's parent, Inland Steel
Industries, Inc. ("Industries"), and periodic cash transfers are made, thereby
minimizing the level of cash maintained by the Company.

STOCK BASED COMPENSATION

Financial Accounting Standards Board ("FASB") Statement No. 123,
"Accounting for Stock-Based Compensation" encourages, but does not require
companies to record compensation cost for stock-based employee compensation
plans at fair value. The Company, which participates in Industries' stock
compensation plans, has chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related Interpretations. Accordingly, compensation cost for stock options is
measured as the excess, if any, of the quoted market price of Industries' stock
at the date of the grant over the amount an employee must pay to acquire the
stock. Compensation cost for stock appreciation rights and performance equity
units is recorded annually based on the quoted market price of Industries' stock
at the end of the period.

USE OF ESTIMATES

F-27
<PAGE> 43

INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES (PREDECESSOR COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 1--THE ACQUISITION

On July 16, 1998, Ispat International N.V. ("Ispat") acquired Inland Steel
Company ("Predecessor Company") from Inland Steel Industries, Inc.
("Industries") in accordance with an Agreement and Plan of Merger ("Agreement"),
dated as of May 27, 1998, amended as of July 16, 1998 (the "Acquisition").
Inland Steel Company was renamed Ispat Inland Inc. ("Successor Company") or (the
"Company") on September 1, 1998. The Predecessor Company was acquired for
$1,143.1.

NOTE 2--INVENTORIES

The effect on cost of goods sold of LIFO liquidations in the year ended
December 31, 1997 was not material.

NOTE 3--LONG-TERM DEBT

In July 1998, the Company defeased the remaining $26 of Series T First
Mortgage Bonds, due December 1, 1998.

Interest cost incurred by the Company totaled $22.4 for the period from
January 1, 1998 through July 16, 1998 and $42.3 in 1997. Included in these
totals is capitalized interest of $.4 for the period from January 1, 1998
through July 16, 1998 and $1.7 in 1997.

NOTE 4--STOCK OPTION PLANS

The Company has adopted the disclosure-only provisions of FASB Statement
No. 123, "Accounting for Stock-Based Compensation." Accordingly, no compensation
cost has been recognized for the stock option plans. Had compensation cost for
the option plan been determined based on the fair value at the grant date for
awards in 1997 consistent with the provisions of FASB Statement No. 123, the
Company's net income would have been reduced to the pro forma amounts indicated
below:

<TABLE>
<CAPTION>
1997
-----
<S> <C>
Net income--as reported..................................... $54.8
Net income--pro forma....................................... 52.9
</TABLE>

The fair value of each option grant of Industries stock is estimated on the
date of grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in 1997: dividend yield of 1.00%;
expected volatility of 32.67%; risk-free interest rate of 6.63%; and expected
term of 5 years.

Company employees participate in the Industries employee stock purchase
plan where employees have the opportunity to sign up twice a year to purchase
stock at the end of each six month period at a price that is 90 percent of the
fair market value price on the last day of the period. In 1997, Company
employees received Industries stock with a total value that was approximately
$.08 greater than the price paid for the stock issued.

NOTE 5--DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value.

DERIVATIVES

The Company has only limited involvement with derivative financial
instruments, none of which are used for trading purposes. Derivatives are used
to hedge exposure to fluctuations in costs caused by the price

F-28
<PAGE> 44
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES (PREDECESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 5--DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS--(CONTINUED)
volatility of certain metal commodities and natural gas supplies. Gains and
losses associated with these hedging transactions become part of the cost of the
item being hedged. At no time during 1997 were such hedging transactions
material.

LONG-TERM DEBT

The estimated fair value of the Company's long-term debt (including current
portions thereof), using quoted market prices of Company debt securities
recently traded and market-based prices of similar securities for those
securities not recently traded, was $328 at December 31, 1997 as compared with
the carrying value of $308 included in the balance sheet at year-end 1997.

NOTE 6--PROVISIONS FOR RESTRUCTURING

In the fourth quarter of 1997, the Company recorded a charge of $10
relating to additional restructuring provisions for previously discontinued raw
material operations primarily related to retiree health care and other benefit
costs.

NOTE 7--RETIREMENT BENEFITS

PENSIONS

The Inland Steel Industries Pension Plan and Pension Trust, which covers
certain employees of the Company, also covers certain employees of Industries
and of certain of Industries' other subsidiaries. The plan is a non-contributory
defined benefit plan with pensions based on final pay and years of service for
all salaried employees and certain wage employees, and years of service and a
fixed rate (in most instances based on frozen pay or on job class) for all other
wage employees, including members of the United Steelworkers of America. Because
the fair value of pension plan assets pertains to all participants in the plan,
no separate determination of the fair value of such assets is made solely with
respect to the Company.

The funded status of the Industries pension plan (excluding Ryerson Tull,
Inc.) as of September 30, 1997 was as follows:

<TABLE>
<S> <C>
Fair value of assets........................................ $1,991
------
Actuarial present value of benefits for service rendered to
date:
Accumulated Benefit Obligation based on compensation to
date................................................... 1,894
Additional benefits based on estimated future compensation
levels................................................. 73
------
Projected Benefit Obligation.............................. 1,967
------
Plan assets in excess of Projected Benefit Obligation....... $ 24
======
</TABLE>

The calculation of benefit obligations was based on a discount (settlement)
rate of 7.5%; a rate of compensation increase of 4.0%; and a rate of return on
plan assets of 9.5%.

Pension cost for the Company for 1997 was $7.3. In 1997, the Company paid
$29.3 to Industries for its share of a contribution to the Industries Pension
Trust.

BENEFITS OTHER THAN PENSION

Substantially all of the Company's employees are covered under
postretirement life insurance and medical benefit plans that involve deductible
and co-insurance requirements. The postretirement life insurance benefit formula
used in the determination of postretirement benefit cost is primarily based on
applicable

F-29
<PAGE> 45
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES (PREDECESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 7--RETIREMENT BENEFITS--(CONTINUED)
annual earnings at retirement for salaried employees and specific amounts for
hourly employees. The Company does not prefund any of these postretirement
benefits. Effective January 1, 1994, a Voluntary Employee Benefit Association
Trust was established for payment of health care benefits to United Steelworkers
of America retirees. Funding of the Trust is made as claims are submitted for
payment.

The amount of net periodic postretirement benefit cost for 1997 is composed
of the following:

<TABLE>
<S> <C>
Service cost................................................ $ 10
Interest cost............................................... 62
Net amortization and deferral............................... (15)
-----
Total net periodic benefit cost............................. $ 57
=====
</TABLE>

The following table sets forth components of the accumulated postretirement
benefit obligation:

<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
------------------
<S> <C>
Accumulated postretirement benefit obligation attributable
to:
Retirees.................................................. $ 538
Fully eligible plan participants.......................... 87
Other active plan participants............................ 265
------
Accumulated postretirement benefit obligation............... 890
Unrecognized net gain..................................... 179
Unrecognized prior service credit......................... 35
------
Accrued postretirement benefit obligation................... 1,104
Expense, net of benefits provided, October through
December.................................................. 4
------
Accrued postretirement benefit obligations at December 31... $1,108
======
</TABLE>

Any net gain or loss in excess of 10 percent of the accumulated
postretirement benefit obligation is amortized over the remaining service period
of active plan participants.

The assumptions used to determine the plan's accumulated postretirement
benefit obligation are as follows:

<TABLE>
<S> <C>
Discount rate............................................... 7.5%
Rate of compensation increase............................... 4.0%
Health care cost trend rate................................. 4.5%
</TABLE>

A one percentage point increase in the assumed health care cost trend rates
for each future year increases the sum of the service cost and interest cost
components of the annual net periodic postretirement benefit cost and the
accumulated postretirement benefit obligation as of September 30, 1997 by $9 and
$106, respectively.

NOTE 8--INCOME TAXES

The Company participates in a tax-sharing agreement under which current and
deferred income tax provisions are determined for each company in the Industries
group on a stand-alone basis. Any current liability is paid to Industries. If
the Company is unable to use all of its allocated tax attributes (net operating
loss ("NOL") and tax credit carryforwards) in a given year but other companies
in the consolidated group are able to utilize them, then the Company will be
paid for the use of its attributes. NOL and tax credit carryforwards are
allocated to each company in accordance with applicable tax regulations as if a
company were to leave the consolidated group. Companies with taxable losses
record current income tax credits not to

F-30
<PAGE> 46
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES (PREDECESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 8--INCOME TAXES--(CONTINUED)
exceed current income tax charges recorded by profitable companies. If
Industries uses NOL carryforwards, the Company will use the appropriate portion
of that year's carryforward previously allocated to it, if any.

A state tax sharing agreement, similar to the federal agreement, also
exists with Industries for those states in which the consolidated group is
charged state taxes on a unitary or combined basis.

The elements of the provisions for income taxes for each of the periods
indicated below were as follows:

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, 1998
THROUGH YEAR ENDED
JULY 16, 1998 DECEMBER 31, 1997
--------------- -----------------
<S> <C> <C>
Current income taxes (benefit):
Federal.............................................. $6.1 $(13.8)
State and foreign.................................... 1.2 0.3
---- ------
7.3 (13.5)
Deferred income taxes.................................. 0.6 47.2
---- ------
Total tax expense (benefit).......................... $7.9 $ 33.7
==== ======
</TABLE>

The components of the deferred income tax assets and liabilities arising
under FASB Statement No. 109 were as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------
<S> <C>
Deferred tax assets (excluding postretirement benefits other
than pensions):
Net operating loss and tax credit carryforwards........... $ 274
Restructuring and termination reserves.................... 29
Other deductible temporary differences.................... 43
Less: Valuation allowances................................ (3)
-----
343
-----
Deferred tax liabilities:
Fixed asset basis difference.............................. 458
Other taxable temporary differences....................... 61
-----
519
-----
Net deferred liability excluding postretirement
benefits other than pensions.......................... (176)
FASB Statement No. 106 impact (postretirement benefits other
than pensions)............................................ 396
-----
Net deferred asset..................................... $ 220
=====
</TABLE>

For tax purposes, the Company had available, at December 31, 1997, NOL
carryforwards for regular federal income tax purposes of approximately $651
which will expire as follows: $214 in 2006, $265 in 2007, $109 in 2008, $6 in
2009 and $57 in 2011. The Company also had investment tax credit and other
general business credit carryforwards for tax purposes of approximately $6,
which expire during the years 1998 through 2006. A valuation allowance has been
established for those tax credits which are not expected to be realized.
Additionally, in conjunction with the Alternative Minimum Tax ("AMT") rules, the
Company had available AMT credit carryforwards for tax purposes of approximately
$41, which may be used indefinitely to reduce regular federal income taxes.

F-31
<PAGE> 47
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES (PREDECESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 8--INCOME TAXES--(CONTINUED)
The Company believes that it is more likely than not that all of the NOL
carryforwards will be utilized prior to their expiration. This belief is based
upon the factors discussed below.

The NOL carryforwards and existing deductible temporary differences
(excluding those relating to FASB Statement No. 106) are substantially offset by
existing taxable temporary differences reversing within the carryforward period.
Furthermore, any such recorded tax benefits which would not be so offset are
expected to be realized by continuing to achieve future profitable operations.

Subsequent to the adoption of FASB Statement No. 109, the Company adopted
FASB Statement No. 106 and recognized the entire transition obligation at
January 1, 1992 as a cumulative effect charge in 1992. At December 31, 1997, the
deferred tax asset related to the Company's FASB Statement No. 106 obligation
was $396. To the extent that future annual charges under FASB Statement No. 106
continue to exceed deductible amounts, this deferred tax asset will continue to
grow. Thereafter, even if the Company should have a tax loss in any year in
which the deductible amount would exceed the financial statement expense, the
tax law provides for a 20-year carryforward period of that loss. Because of the
extremely long period that is available to realize these future tax benefits, a
valuation allowance for this deferred tax asset is not necessary.

The Industries group operates in a highly cyclical industry and
consequently has had a history of generating and then fully utilizing
significant amounts of NOL carryforwards. During the years 1986 through 1989,
the Industries group utilized approximately $600 of NOL carry forwards and for
the years 1995 and 1997 in total utilized approximately $283 of NOL
carryforwards.

Total income taxes reflected in the Consolidated Statement of Operations
differ from the amounts computed by applying the federal corporate tax rate as
follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
------------
<S> <C>
Federal income tax expense computed at statutory tax rate of
35%....................................................... $31.0
Additional taxes (credits) from:
State and local income taxes, net of federal income tax
effect................................................. 5.6
Percentage depletion...................................... (3.0)
All other, net............................................ 0.1
-----
Total income tax expense............................... $33.7
=====
</TABLE>

NOTE 9--I/N TEK AND I/N KOTE JOINT VENTURES

I/N Tek, a general partnership formed for a joint venture between the
Company and Nippon Steel Corporation ("NSC"), owns and operates a cold-rolling
facility. I/N Tek is 60% owned by a wholly owned subsidiary of the Company and
40% owned by an indirect wholly owned subsidiary of NSC. The Company has
exclusive rights to the productive capacity of the facility, except in certain
limited circumstances, and, under a tolling arrangement with I/N Tek, has an
obligation to use the facility for the production of cold rolled steel. Under
the tolling arrangement, the Company was charged $149.2 in 1997 for such tolling
services. Industries and NSC each have guaranteed a portion of long-term
financing of I/N Tek. At December 31, 1997, Industries' share of such guaranty
amounted to $116.

F-32
<PAGE> 48
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES (PREDECESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 9--I/N TEK AND I/N KOTE JOINT VENTURES--(CONTINUED)
Company and 50% by an indirect wholly owned subsidiary of NSC. The Company and
NSC each have guaranteed the share of long-term financing attributable to their
respective subsidiary's interest in the partnership. I/N Kote had $376
outstanding under its long-term financing agreement at December 31, 1997. I/N
Kote is required to buy all of its cold rolled steel from the Company, which is
required to furnish such cold rolled steel at a price that results in an annual
return on equity to the partners of I/N Kote, depending upon operating levels,
of up to 10% after operating and financing costs; this price may be subject to
an adjustment if the Company's return on sales differs from I/N Kote's return on
sales. Purchases of Company cold rolled steel by I/N Kote aggregated $194.5 for
the period from January 1, 1998 through July 16, 1998 and $320.6 in 1997. At
year-end 1997, I/N Kote owed the Company $12.8 related to these purchases.
Prices of cold rolled steel sold by the Company to I/N Kote are determined
pursuant to the terms of the joint venture agreement and are based, in part, on
operating costs of the partnership. In 1997 and 1996, the Company sold cold
rolled steel to I/N Kote at prices that exceeded the Company's production costs
but were less than the market prices for cold rolled steel products. I/N Kote
also provides tolling services to the Company for which it was charged $2.4 for
the period from January 1, 1998 through July 16, 1998 and $22.1 in 1997. The
Company sells all I/N Kote products that are distributed in North America.

NOTE 10--INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

The Company's investments in unconsolidated joint ventures accounted for by
the equity method consist primarily of its 60% interest in I/N Tek, 50% interest
in I/N Kote, 50% interest in PCI Associates, 40% interest in the Empire Iron
Mining Partnership, 15% interest in Wabush Mines in 1996 and 1995 and 12 1/2%
interest in Walbridge Electrogalvanizing Company. I/N Tek and I/N Kote are joint
ventures with NSC (see Note 9). The Company does not exercise control over I/N
Tek, as all significant management decisions of the joint venture require
agreement by both of the partners. Due to this lack of control by the Company,
the Company accounts for its investment in I/N Tek under the equity method. PCI
Associates is a joint venture which operates a pulverized coal injection
facility at the Indiana Harbor Works. Empire is an iron ore mining and
pelletizing ventures owned in various percentages primarily by U.S. steel
companies. In 1997, the Company sold its interest in Wabush Mines, resulting in
a $9 pretax gain. Walbridge is a venture that coats cold-rolled steel in which
Inland has the right to 25% of the productive capacity. The Company sold its
interest in Walbridge on June 30, 1998 and recognized a gain on the sale of
$2.7. Following is a summary of combined financial information of the Company's
unconsolidated joint ventures:

<TABLE>
<CAPTION>
1997
--------
<S> <C>
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31:
Gross revenue............................................. $1,112.9
Costs and expenses........................................ 998.7
--------
Net income................................................ $ 114.2
========
FINANCIAL POSITION AT DECEMBER 31:
Current assets............................................ $ 229.9
Total assets.............................................. 1,385.8
Current liabilities....................................... 211.6
Total liabilities......................................... 1,000.3
Net assets................................................ 385.5
</TABLE>

F-33
<PAGE> 49
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES (PREDECESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 11--COMMITMENTS AND CONTINGENCIES

At year-end 1997, the Company guaranteed $18.3 of long-term debt
attributable to a subsidiary's interest in PCI Associates. As part of the
agreement covering the 1990 sale of the Inland Lime & Stone Company division
assets, the Company agreed, subject to certain exceptions, to purchase, at
prices which approximate market, the annual limestone needs of the Indiana
Harbor Works through 2002.

The Company and its subsidiaries have various operating leases for which
future minimum lease payments are estimated to total $80.1 through 2022,
including approximately $16.1 in 1998, $12.6 in 1999, $10.1 in 2000, $9.1 in
2001, and $8.7 in 2002.

It is anticipated that the Company will make capital expenditures of $2 to
$5 annually in each of the next five years for the construction, and have
ongoing annual expenditures of $40 to $50 for the operation, of air and water
pollution control facilities to comply with current federal, state and local
laws and regulations. The Company is involved in various environmental and other
administrative or judicial actions initiated by government agencies. While it is
not possible to predict the results of these matters, the Company does not
expect environmental expenditures, excluding amounts that may be required in
connection with the consent decree in the 1990 EPA lawsuit, to materially affect
the Company's results of operations or financial position. Corrective actions
relating to the EPA consent decree may require significant expenditures over the
next several years that may be material to the results of operations or
financial position of the Company. At December 31, 1997, the Company's reserves
for environmental liabilities totaled $25, $19 of which related to the sediment
remediation under the 1993 EPA consent decree. 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,
approximated $22 at year-end 1997.

NOTE 12--RELATED PARTY TRANSACTIONS

Industries has established procedures for charging its actual
administrative expenses to the operating companies owned by it. These charges
are for management, financial and legal services provided to those companies.
Charges from Industries for the period from January 1, 1998 through July 16,
1998 totaled $7.1, and for 1997 totaled $13.7.

There are also established procedures to charge interest on all
intercompany loans within the Industries group of companies. Such loans
currently bear interest at the prime rate. For the period from January 1, 1998
through July 16, 1998 and for 1997, the Company's net interest expense to
companies within the Industries group totaled $10.3 and $18.4.

The Company sells to and purchases products from related companies at
prevailing market prices. These transactions for the indicated years, except
those with I/N Kote (see Note 9), are summarized as follows:

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, 1998
THROUGH YEAR ENDED
JULY 16, 1998 DECEMBER 31, 1997
--------------- -----------------
<S> <C> <C>
Net product sales........................................... $103.6 $208.4
Net product purchases....................................... 9.0 16.2
</TABLE>

NOTE 13--CONCENTRATION OF CREDIT RISK

The Company produces and sells a wide range of steels, of which
approximately 99% consists of carbon and high-strength low-alloy steel grades.
For the period from January 1, 1998 through July 16, 1998, approximately 77% of
the sales were to customers in five mid-American states, and 93% were to
customers in

F-34
<PAGE> 50
INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES (PREDECESSOR COMPANY)--(CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions except per share data)

NOTE 13--CONCENTRATION OF CREDIT RISK -- (CONTINUED)
20 mid-American states. Over half the sales are to the steel service center and
transportation (including automotive) markets.

No customer, except I/N Kote (see Note 9), accounted for more than 10% of
the consolidated net sales of the Company during the period from January 1, 1998
through July 16, 1998 and the year ended December 31, 1997.

NOTE 14--CONSOLIDATED QUARTERLY SALES AND EARNINGS (UNAUDITED)

<TABLE>
<CAPTION>
1998
---------------------------------
PERIOD FROM
JULY 1, 1998
FIRST SECOND THROUGH
QUARTER QUARTER JULY 16, 1998
------- ------- -------------
<S> <C> <C> <C>
Net sales................................................... $606.1 $619.9 $84.0
Gross profit................................................ 32.8 46.4 (3.1)
Net income (loss)........................................... 5.3 12.9 (4.4)
</TABLE>

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER*
------- ------- ------- --------
<S> <C> <C> <C> <C>
Net sales................................................. $606.6 $643.8 $615.7 $601.4
Gross profit.............................................. 50.5 51.6 50.1 28.7
Net income................................................ 13.7 21.0 18.2 1.9
</TABLE>

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

* Includes $9.6 additional restructuring provisions, $6.7 after tax.

F-35
<PAGE> 51

INLAND STEEL COMPANY AND SUBSIDIARY COMPANIES (PREDECESSOR COMPANY)

SCHEDULE II--RESERVES

FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH JULY 16, 1998 AND FOR THE YEAR ENDED
DECEMBER 31, 1997
(Dollars in Millions except per share data)

<TABLE>
<CAPTION>
PROVISION FOR ALLOWANCES,
CLAIMS AND DOUBTFUL ACCOUNTS
---------------------------------------------------
BALANCE AT ADDITIONS DEDUCTIONS BALANCE AT
BEGINNING OF CHARGED TO FROM END OF
PERIOD INCOME RESERVES PERIOD
------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
January 1, 1998 through July 16, 1998............ $16.1 $0.8 $ --
Year Ended December 31, 1997..................... 17.9 4.5 6.1 (A)
0.2 (B)
</TABLE>

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

NOTES:

(A) Allowances granted during year.

(B) Bad debts written off during year.

F-36
<PAGE> 52

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

ISPAT INLAND INC.

/s/ DALE E. WIERSBE
By:
--------------------------------------

Dale E. Wiersbe
President and Chief Executive
Officer
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ DALE E. WIERSBE President and Chief Executive March 30, 2000
- --------------------------------------------- Officer and Director (Principal
Dale E. Wiersbe Executive Officer)

/s/ MICHAEL G. RIPPEY Vice President--Finance and Chief March 30, 2000
- --------------------------------------------- Financial Officer
Michael G. Rippey (Principal Financial Officer)
(Principal Accounting Officer)

Robert B. McKersie ) Director

Lakshmi N. Mittal ) Director

Johannes Sittard ) Director
</TABLE>

/s/ MICHAEL G. RIPPEY
By:
--------------------------------------

Michael G. Rippey
Attorney-in-fact
March 30, 2000

F-37
<PAGE> 53

INDEX TO EXHIBITS

<TABLE>
<S> <C> <C>
2.(i) Agreement and Plan of Merger, dated May 27, 1998, among
Ispat International N.V., Inland Merger Sub, Inc., Inland
Steel Industries, Inc., and Inland Steel Company. (Filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K
filed on June 9, 1998, and incorporated by reference
herein.)

2.(ii) Amendment to Agreement and Plan of Merger, dated July 16,
1998, between Ispat International N.V., Inland Steel
Industries, Inc., Inland Merger Sub, Inc. and Inland Steel
Company. (Filed as Exhibit 2.2 to Inland Steel Industries,
Inc. Current Report on Form 8-K filed on July 20, 1998, and
incorporated by reference herein.)

3.A Copy of Restated Certificate of Incorporation of the
Company. (Filed as Exhibit 3.(i) to the Company's Quarterly
Report for the quarter ended September 30, 1998, and
incorporated by reference herein.)

3.B Copy of By-Laws, as amended, of the Company. (Filed as
Exhibit 3.(ii) to the Company's Quarterly Report for the
quarter ended June 30, 1998, and incorporated by reference
herein.)

3.C Corrected Certificate of the Designations, Powers,
Preferences and Relative, Participating or Other Rights, and
the Qualifications, Limitations or Restrictions thereof, of
Series A 8% Preferred Stock of Ispat Inland Inc., filed
January 3, 2000.............................................

4.A Copy of First Mortgage Indenture, dated April 1, 1928,
between the Company (the "Steel 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 Steel Company's
Registration Statement on Form A-2 (No. 2-1855); (ii)
Exhibits D-1(f) and D-1(g), filed with Steel Company's
Registration Statement on Form E-1 (No. 2-2182); (iii)
Exhibit B-1(h), filed with Steel Company's Current Report on
Form 8-K dated January 18, 1937; (iv) Exhibit B-1(i), filed
with Steel Company's Current Report on Form 8-K, dated
February 8, 1937; (v) Exhibits B-1(j) and B-1(k), filed with
Steel Company's Current Report on Form 8-K for the month of
April, 1940; (vi) Exhibit B-2, filed with Steel Company's
Registration Statement on Form A-2 (No. 2-4357); (vii)
Exhibit B-1(l), filed with Steel Company's Current Report on
Form 8-K for the month of January, 1945; (viii) Exhibit 1,
filed with Steel Company's Current Report on Form 8-K for
the month of November, 1946; (ix) Exhibit 1, filed with
Steel Company's Current Report on Form 8-K for the months of
July and August, 1948; (x) Exhibits B and C, filed with
Steel Company's Current Report on Form 8-K for the month of
March, 1952; (xi) Exhibit A, filed with Steel Company's
Current Report on Form 8-K for the month of July, 1956;
(xii) Exhibit A, filed with Steel Company's Current Report
on Form 8-K for the month of July, 1957; (xiii) Exhibit B,
filed with Steel Company's Current Report on Form 8-K for
the month of January, 1959; (xiv) the Exhibit filed with
Steel Company's Current Report on Form 8-K for the month of
December, 1967; (xv) the Exhibit filed with Steel Company's
Current Report on Form 8-K for the month of April, 1969;
(xvi) the Exhibit filed with Steel 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 Steel Company's
Current Report on Form 8-K for the month of April, 1974;
(xviii) Exhibit B, filed with Steel Company's Current Report
on Form 8-K for the month of September, 1975; (xix) Exhibit
B, filed with Steel Company's Current Report on Form 8-K for
the month of January, 1977; (xx) Exhibit C, filed with Steel
Company's Current Report on Form 8-K for the month of
February, 1977; (xxi) Exhibit B, filed with Steel Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1978; (xxii) Exhibit B, filed With Steel Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1980;
(xxiii) Exhibit 4-D, filed with Steel Company's Annual
Report on
</TABLE>
<PAGE> 54
<TABLE>
<S> <C> <C>
Form 10-K for the fiscal year ended December 31, 1980;
(xxiv) Exhibit 4-D, filed with Steel Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1982;
(xxv) Exhibit 4-E, filed with Steel 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 Steel Company's Current Report on Form
8-K dated June 23, 1993; (xxviii) Exhibit 4.C filed with
Steel Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995; (xxix) Exhibit 4.C filed with
Steel Company's Quarterly Report on Form 10-Q for the
quarter Ended September 30, 1995, and (xxx) Exhibit 4.C
filed with Steel 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.)

4.C Copy of Thirty-Sixth Supplemental Indenture dated as of July
16, 1998 from Inland Steel Company to First National Bank
and John G. Finley as Trustees to the First Mortgage
Indenture dated April 1, 1928 between Inland Steel Company
and First Trust and Savings Bank and Melvin A. Traylor, as
Trustees (filed as Exhibit 4.C to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1998, and incorporated by reference herein.)

10.A Credit Agreement dated as of July 16, 1998, among Ispat
Inland, L.P., Inland Steel Company, Burnham Trucking
Company, Inc., Incoal Company and Credit Suisse First
Boston. (Filed as Exhibit 10 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1998,
and incorporated by reference herein.)

10.B Amendment No. 1 to the Credit Agreement dated as of
September 30, 1999, to the Credit Agreement dated as of July
16, 1998, among Ispat Inland, L.P. , Inland Steel Company,
Burnham Trucking Company, Inc., Incoal Company and Credit
Suisse First Boston.........................................

16 Letter dated August 25, 1998 from Pricewaterhouse Coopers
LLP regarding change in certifying accountant. (Filed as
Exhibit 16.1 to the Company's Current Report on Form 8-K
filed on August 28, 1998, and incorporated by reference
herein.)

24 Powers of Attorney..........................................

27 Financial Data Schedule.....................................
</TABLE>

<PAGE> 1

CORRECTED CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES
AND RELATIVE, PARTICIPATING OR OTHER RIGHTS, AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS
THEREOF, OF SERIES A 8% PREFERRED STOCK
($0.01 Par Value) OF ISPAT INLAND INC.

This Corrected Certificate of the Designations, powers,
preferences and relative, participating or other rights, and the qualifications,
limitations or restrictions thereof, of Series A 8% Preferred Stock ($0.01 Par
Value) of Ispat Inland Inc. (The "Corporation") dated as of December 15, 1999,
is being duly executed and filed by an authorized officer of the Corporation to
correct the Certificate of the Designations, powers, preferences and relative,
participating or other rights, and the qualifications, limitations or
restrictions thereof, of Series A 8% Preferred Stock ($0.01 Par Value) of the
Corporation first filed with the Office of the Secretary of State of the State
of Delaware on August 25, 1998. The corrections to be made are to delete an
erroneous liquidation preference of the Preferred Stock set forth in Section 4.

The Corrected Certificate of Designation reads in its entirety
as follows:

CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES
AND RELATIVE, PARTICIPATING OR OTHER RIGHTS, AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF, OF

SERIES A 8% PREFERRED STOCK
($0.01 Par Value)

ISPAT INLAND INC.

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

Pursuant to Section 151 of the General Corporation Law
of the State of Delaware

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

Ispat Inland Inc., a Delaware corporation (the "Corporation"),
does hereby certify that the following resolutions were duly adopted by the
Board of Directors of the Corporation pursuant to authority conferred upon the
Board of Directors by Article IV of the Amended and Restated Certificate of
Incorporation of the Corporation, which approved the Certificate of Designation
of the preferred stock and authorized the issuance of up to 100 shares of
preferred stock, by unanimous written consent of the Board of Directors dated
August 25, 1998;

<PAGE> 2

RESOLVED, that the Certificate of Designation of the Series A
Preferred Stock be, hereby is, approved and adopted setting forth the
relative rights, preference and powers of the Series A Preferred Stock,
par value $.01 per share, of the Corporation.

Section (1) Number of Shares and Designation. 100 shares of
the preferred stock, $0.01 par value, of the Corporation are hereby
constituted as a series of the preferred stock designated as Series A
Preferred Stock (the "Series A Preferred Stock"). Without the consent
of the then current holders of shares of Series A Preferred Stock as
provided for herein, the number of shares of Series A Preferred Stock
may not be increased and may not be decreased below the number of then
currently outstanding shares of Series A Preferred Stock.

Section (2) Definitions. For purposes of the Series A
Preferred Stock, the following terms shall have the meanings indicated:

"Board of Directors" shall mean the board of
directors of the Corporation or any committee authorized by
such Board of Directors to perform any of its responsibilities
with respect to the Series A Preferred Stock.

"Business Day" shall mean any day other than a
Saturday, Sunday or a day on which banking institutions in the
State of New York are authorized or obligated by law or
executive order to close.

"Common Stock" shall mean the Common Stock of the
Corporation, par value $0.01 per share.

"Issue Date" shall mean the first date on which
shares of Series A Preferred Stock are issued.

"Person" shall mean any individual, firm,
partnership, corporation or other entity, and shall include
any successor (by merger or otherwise) of such entity.

"Subsidiaries" shall mean any and all corporations,
partnerships, limited liability companies, joint ventures,
associations and other entities controlled by the Corporation
directly or indirectly through one or more intermediaries.

Section (3) Dividends. (a) The holders of shares of the Series
A Preferred Stock, in preference to the holders of Common Stock, shall
be entitled to receive, when and if declared by the Board of Directors
out of funds legally available therefor, dividends at a rate of 8.0%
per share per annum on the Liquidation Preference (as defined below).
Each such dividend shall be payable in arrears to the holders of record
of shares of the Series A Preferred Stock, as they appear on the stock
records of the Corporation at the close of business on such record
dates, not more than 60 days preceding the payment dates thereof, as
shall be fixed by the Board of Directors.

<PAGE> 3

(b) Except as provided in Section 5(a), holders of shares of
Series A Preferred Stock called for redemption on a redemption date
between a dividend payment record date and the dividend payment date
shall not be entitled to receive the dividend payable on such dividend
payment date.

(c) So long as any shares of the Series A Preferred Stock are
outstanding, no dividends shall be declared or paid or set apart for
payment on any class or series of stock of the Corporation ranking, as
to dividends, on a parity with or junior to the Series A Preferred
Stock, for any period, nor shall any shares ranking on a parity with or
junior to the Series A Preferred Stock be redeemed or purchased by the
Corporation or any Subsidiary, unless dividends declared and paid on
the Series A Preferred Stock have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment
thereof set apart for such payment on the Series A Preferred Stock in
accordance with paragraph (a) of this Section (3).

Section (4) Liquidation Preference. (a) In the event of any
liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, before any payment or distribution of the
assets of the Corporation (whether capital or surplus) shall be made to
or set apart for the holders of Common Stock or any other series or
class or classes of stock of the Corporation ranking junior to the
Series A Preferred Stock, upon liquidation, dissolution or winding up,
the holders of the shares of Series A Preferred Stock shall be entitled
to receive $900,000 per share plus an amount equal to all dividends
declared and unpaid thereon to the date of final distribution to such
holders. If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation, or proceeds thereof,
distributable among the holders of the shares of Series A Preferred
Stock, and any other shares of stock ranking, as to liquidation,
dissolution or winding up, on a parity with the Series A Preferred
Stock, shall be insufficient to pay in full the preferential amount
aforesaid and liquidating payments in respect thereof, then such
assets, or the proceeds thereof, shall be distributed among the holders
of shares of Series A Preferred Stock and any such other stock ratably
in accordance with the respective amounts which would be payable on
such shares of Series A Preferred Stock and any such other stock if all
amounts payable thereon were paid in full. For the purposes of this
Section (4), (i) a consolidation or merger of the Corporation with one
or more corporations, (ii) a sale or transfer of all or substantially
all of the Corporation's assets or (iii) a statutory share exchange
shall not be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary.

(b) Subject to the rights of the holders of shares of any
series or class or classes of stock ranking on a parity with or prior
to Series A Preferred Stock, upon any liquidation, dissolution or
winding up of the Corporation, after payment shall have been made in
full to the holders of Series A Preferred Stock, as provided in
paragraph (a) of this Section (4), holders of shares of Common Stock
and any other class or series entitled

<PAGE> 4

to participate with the Common Stock, in the event of liquidation,
dissolution or winding up, shall share ratably in any and all assets
remaining to be paid or distributed.

Section (5) Redemption at the Option of the Corporation. (a)
Series A Preferred Stock may not be redeemed by the Corporation prior
to the fifth anniversary of the Issue Date. After the fifth anniversary
of the Issue Date, the Corporation, at its option, may redeem the
shares of Series A Preferred Stock, in whole or in part, for an
aggregate redemption price of $900,000 per share plus an amount per
share equal to declared and unpaid dividends, if any, to the date fixed
for redemption, out of funds legally available therefor, at any time or
from time to time, subject to the notice provisions and provisions for
partial redemption described below.

(b) In the event the Corporation shall redeem shares of Series
A Preferred Stock, notice of such redemption shall be given by first
class mail, postage prepaid, mailed not less than 20 nor more than 60
days prior to the redemption date, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears on
the stock records of the Corporation, which notice shall be
unconditional and irrevocable. Each such notice shall state: (1) the
redemption date; (2) the number of shares of Series A Preferred Stock
to be redeemed and, if less than all the shares held by such holder are
to be redeemed, the number of such shares to be redeemed from such
holder; (3) the redemption price; and (4) the place or places where
certificates for such shares are to be surrendered for payment of the
redemption price. Notice having been mailed as aforesaid, from and
after the redemption date (unless default shall be made by the
Corporation in providing money for the prompt payment of the redemption
price), (i) the shares of the Series A Preferred Stock so called for
redemption shall no longer be deemed to be outstanding, and (ii) all
rights of the holders thereof as stockholders of the Corporation
(except the right to receive from the Corporation the redemption price
without interest thereon after the redemption date) shall cease. If the
Corporation fails to provide money for the payment of the redemption
price within 30 days after the redemption date, the redemption price
shall accrue interest at the rate of 15% per annum.

Upon surrender in accordance with said notice of the
certificates for any such shares so redeemed (properly endorsed or
assigned for transfer, if the Corporation shall so require and the
notice shall so state), such shares shall be redeemed by the
Corporation at the applicable redemption price aforesaid. If fewer than
all the outstanding shares of Series A Preferred Stock are to be
redeemed, shares to be redeemed shall be selected pro rata (as nearly
as may be) by the Corporation from outstanding shares of Series A
Preferred Stock not previously called for redemption. If fewer than all
the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without
cost to the holder thereof.

Section (6) Shares to be Retired. All shares of Series A
Preferred Stock purchased or redeemed by the Corporation shall be
retired and cancelled and shall be restored to the status of authorized
but unissued shares of preferred stock, without designation as to
series.

<PAGE> 5

Section (7) Ranking. Any class or classes of stock of the
Corporation shall be deemed to rank:

(i) prior to the Series A Preferred Stock, as to
dividends or as to distribution of assets upon liquidation,
dissolution or winding up, if the holders of such class shall
be entitled to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as
the case may be, in preference or priority to the holders of
Series A Preferred Stock;

(ii) on a parity with the Series A Preferred Stock,
(A) as to dividends, if the holders of such class of stock and
the Series A Preferred Stock shall be entitled to the receipt
of dividends in proportion to their respective amounts of
declared and unpaid dividends per share, without preference or
priority one over the other, or (B) as to distribution of
assets upon liquidation, dissolution or winding up, whether or
not the redemption or liquidation prices per share thereof be
different from those of the Series A Preferred Stock, if the
holders of such class of stock and the Series A Preferred
Stock shall be entitled to the receipt of amounts
distributable upon liquidation, dissolution or winding up in
proportion to their respective amounts of liquidation prices,
without preference or priority one over the other; and

(iii) junior to the Series A Preferred Stock, (A) as
to dividends, if the holders of Series A Preferred Stock shall
be entitled to the receipt of dividends in preference or
priority to the holders of shares of such stock, or (B) as to
distribution of assets upon liquidation, dissolution or
winding up, if such stock shall be Common Stock or if the
holders of Series A Preferred Stock shall be entitled to
receipt of amounts distributable upon liquidation, dissolution
or winding up in preference or priority to the holders of
shares of such stock.

Section (8) Voting. (a) Except as herein provided or as
otherwise from time to time required by law, holders of Series A
Preferred Stock shall have no voting rights.

(b) So long as any shares of the Series A Preferred Stock
remain outstanding, the consent of the holders of at least a majority
of the shares of Series A Preferred Stock outstanding at the time given
in person or by proxy, either in writing or at any special or annual
meeting, shall be necessary to permit, effect or validate any one or
more of the following:

(i) The authorization, creation or issuance, or any
increase in the authorized or issued amount, of any class or
series of stock ranking prior to Series A Preferred Stock as
to dividends or the distribution of assets upon liquidation,
dissolution or winding up;

<PAGE> 6

(ii) The increase in the authorized or issued amount
of Series A Preferred Stock; or

(iii) The amendment, alteration or repeal, whether by
merger, consolidation or otherwise, of any of the provisions
of the Certificate of Incorporation of the Corporation
(including any of the provisions hereof) which would affect
any right, preference or voting power of Series A Preferred
Stock or of the holders thereof; provided, however, that any
increase in the amount of authorized preferred stock or the
creation and issuance of other series of preferred stock, or
any increase in the amount of authorized shares of such series
or of any other series of preferred stock, in each case
ranking on a parity with or junior to the Series A Preferred
Stock with respect to the payment of dividends and the
distribution of assets upon liquidation, dissolution or
winding up, shall not be deemed to affect such rights,
preferences or voting powers.

(c) So long as any shares of the Series A Preferred Stock
remain outstanding, each share of Series A Preferred Stock shall
entitle the holder thereof to vote on any merger or consolidation of
the Corporation, sale of all or substantially all of the Corporation's
assets, statutory share exchange, or other extraordinary transaction,
with the shares of Series A Preferred Stock voting together as a single
class with the shares of Common Stock.

The foregoing voting provisions shall not apply if, at or
prior to the time when the act with respect to which such vote would
otherwise be required shall be effected, all outstanding shares of
Series A Preferred Stock shall have been redeemed or sufficient funds
shall have been deposited in trust to effect such redemption, scheduled
to be consummated within 30 days after such time.

Section (9) Record Holders. The Corporation may deem and treat
the record holder of any shares of Series A Preferred Stock as the true
and lawful owner thereof for all purposes, and the Corporation shall
not be affected by any notice to the contrary.

<PAGE> 7

IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by Edward McCarthy, its Assistant Secretary, this
15th day of December, 1999.

ISPAT INLAND INC.

By /s/ Edward McCarthy
-----------------------------
Edward McCarthy
Assistant Secretary

<PAGE> 8

WAIVER AND CONSENT

Reference is made to the Certificate of Designation for the
Series A 8% preferred stock of Ispat Inland Inc., a Delaware Corporation (the
"Company") filed with the Secretary of the State of Delaware on August 25, 1998
(the "Preferred Stock Designation"), which sets forth the relative rights,
preference and powers of such preferred stock, all of which is issued and
outstanding and is held by Ispat Inland Finance, LLC (the "Stockholder"). Unless
otherwise defined in this Waiver, capitalized terms used herein are defined as
set forth in the Preferred Stock Designation.

With respect to the liquidation of the Preferred Stock by the
Company pursuant to Section 4 of the Preferred Stock Designation, the
Stockholder hereby consents to the filing with the Secretary of the State of
Delaware, a corrected Preferred Stock Designation (the "Corrected Designation")
to revise the liquidation provision to reflect the agreement between the parties
as originally intended and understood. The Stockholder also waives all
liquidation rights held by him under the Preferred Stock Designation and agrees
that the filing of a Corrected Designation has in no way prejudiced the
Stockholder's liquidation rights under such agreement. This Waiver shall not be
construed as a waiver of any other term or condition of the Preferred Stock
Designation.

Dated: December 15, 1999

ISPAT INLAND FINANCE, LLC

By: /s/ Thomas McCue
--------------------------------
Name: Thomas McCue
Title: Manager

By: /s/ Michael G. Rippey
--------------------------------
Name: Michael G. Rippey
Title: Manager

By: /s/ Narayanan Vaghul
--------------------------------
Name: Narayanan Vaghul
Title: Manager

Acknowledged and Agreed as of
the date hereof:

ISPAT INLAND INC.

By: /s/ Edward C. McCarthy
--------------------------------
Name: Edward C. McCarthy
Title: Assistant Secretary

<PAGE> 1
CONFORMED COPY

AMENDMENT NO. 1 dated as of September 30, 1999
(this "Amendment"), to the CREDIT AGREEMENT dated as of
July 16, 1998, among ISPAT INLAND, L.P., a Delaware
limited partnership (the "Borrower"), ISPAT INLAND INC.,
a Delaware corporation formerly named Inland Steel
Company ("Inland"), BURNHAM TRUCKING COMPANY, INC, a
Delaware corporation ("Burnham"), INCOAL COMPANY, a
Delaware corporation ("Incoal"), the Lenders (as defined
in Article I), and CREDIT SUISSE FIRST BOSTON, a bank
organized under the laws of Switzerland, acting through
its New York branch, as issuing bank (in such capacity,
the "Issuing Bank"), and as administrative agent (in such
capacity, the "Administrative Agent") and as collateral
agent (in such capacity, the "Collateral Agent") for the
Lenders.

A. Pursuant to the Credit Agreement, the Lenders and the Issuing
Bank have extended credit to the Borrower.

B. The Borrower has requested that the Required Lenders agree to
amend the Credit Agreement, as provided herein, to increase from $5,000,000 to
$10,000,000 the annual amount that may be paid by Inland to IINV or its
subsidiaries as management fees.

C. The Required Lenders are willing so to amend the Credit
Agreement, pursuant to the terms and subject to the conditions set forth herein.

D. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendment. Section 6.06 of the Credit Agreement is hereby
amended by deleting the amount "$5,000,000" set forth in clause (c) thereof and
substituting therefor the amount "$10,000,000".

SECTION 2. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Borrower, Inland, Burnham and Incoal
represent and warrant to each of the Lenders, the Administrative Agent, the
Issuing Bank and the Collateral Agent that, after giving effect to this
Amendment, (a) the representations and warranties set forth in Article III of
the Credit Agreement are true and correct in all material respects on and as of
the date hereof, except to the extent such representations

<PAGE> 2
2

and warranties expressly relate to an earlier date, and (b) no Default or Event
of Default has occurred and is continuing.

SECTION 3. Effectiveness. This Amendment shall become effective as of
the date first written above on the date on which the Administrative Agent shall
have received counterparts of this Amendment that, when taken together, bear the
signatures of the Borrower, the Guarantors, the Required Lenders and the
Administrative Agent.

SECTION 4. Effect of Amendment. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Issuing Bank, the Collateral Agent or the Administrative Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle any Loan Party to a
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances. This
Amendment shall apply and be effective only with respect to the provisions of
the Credit Agreement specifically referred to herein. After the date hereof, any
reference to the Credit Agreement shall mean the Credit Agreement, as modified
hereby. This Amendment shall constitute a "Loan Document" for all purposes of
the Credit Agreement and the other Loan Documents.

SECTION 5. Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same contract.
Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.

SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. Headings. The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 8. Expenses. The Borrower agrees to reimburse the
Administrative Agent for all out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Administrative Agent.

<PAGE> 3
3

SECTION 9. Acknowledgment of IINV. IINV hereby acknowledges receipt and
notice of, and consents to the terms of, this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.

ISPAT INLAND, L.P.,

by 9064-4816 QUEBEC, INC., its general partner,

by /s/ Richard Leblanc
--------------------------------------
Name: Richard Leblanc
Title: Secretary

ISPAT INLAND INC.,

by /s/ Peter D. Southwick
--------------------------------------
Name: Peter D. Southwick
Title: Executive Vice President

BURNHAM TRUCKING COMPANY, INC.,

by /s/ Daniel J. Cornillie
--------------------------------------
Name: Daniel J. Cornillie
Title: President

INCOAL COMPANY,

by /s/ Daniel J. Cornillie
--------------------------------------
Name: Daniel J. Cornillie
Title: Vice President

ISPAT INTERNATIONAL N.V.,

by /s/ Lakshmi N. Mittal
--------------------------------------
Name: Lakshmi N. Mittal
Title: Chief Executive Officer

/s/ Johannes Sittard
--------------------------------------
Name: Johannes Sittard
Title: President and Chief Operating
Officer

<PAGE> 4
3

CREDIT SUISSE FIRST BOSTON, individually,
and as Administrative Agent, Collateral Agent and
Issuing Bank,

by /s/ Robert Hetu
-----------------------------------------
Name: Robert Hetu
Title: Vice President

by /s/ Joel Dowski
-----------------------------------------
Name: Joel Dowski
Title: Managing Director

AERIES FINANCE-II LTD,

BY: INVESCO SENIOR SECURED
MANAGEMENT, INC., as Sub-Managing Agent,

by /s/ Gregory Stoeckle
-----------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory

BANK POLSKA KASA OPIEKI SA,

by /s/ Harvey Winter
-----------------------------------------
Name: Harvey Winter
Title: Vice President

BANKBOSTON,

by /s/ Todd Dahlstrom
-----------------------------------------
Name: Todd Dahlstrom
Title: Managing Director

BOEING CAPITAL CORPORATION,

by /s/ David A. Nelson
-----------------------------------------
Name: David A. Nelson
Title: Special Credits Officer

CANADIAN IMPERIAL BANK OF
COMMERCE,

by /s/ William M. Swenson
-----------------------------------------
Name: William M. Swenson
Title: Authorized Signatory

<PAGE> 5
5

COMERICA,

by /s/ Aurora Battaglia
------------------------------------
Name: Aurora Battaglia
Title: Assistant Vice President

CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY INC.,

As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance Company as
Portfolio Manager

by /s/ Jonathan D. Sharkey
------------------------------------
Name: Jonathan D. Sharkey
Title: Principal

FREEMONT FINANCIAL CORPORATION,

by /s/ Kannika Viravan
------------------------------------
Name: Kannika Viravan
Title: Vice President

INDOSUEZ CAPITAL FUNDING IIA, LIMITED
INDOSUEZ CAPITAL FUNDING III, LIMITED
INDOSUEZ CAPITAL FUNDING IV, L.P.,

BY: Indosuez Capital as Portfolio Advisor

by /s/ Melissa Marano
------------------------------------
Name: Melissa Marano
Title: Vice President

KZH SHOSHONE LLC
KZH RIVERSIDE LLC
KZH III LLC
KZH CYPRESSTREE-1 LLC,

by /s/ Peter Chin
------------------------------------
Name: Peter Chin
Title: Authorized Agent

MERCANTILE BANCORPORATION,

by /s/ Gerald S. Kirk
------------------------------------

<PAGE> 6
6

Name: Gerald S. Kirk
Title: Vice President

ML CLO XII PILGRIM AMERICA (CAYMAN)
LTD.,

BY: Pilgrim Investments, Inc. as its investment
manager

by /s/ D. Norrison
---------------------------------------
Name: David A. Nelson
Title: Senior Vice President

ML CLO XX PILGRIM AMERICA (CAYMAN)
LTD.,

BY: Pilgrim Investments, Inc. as its investment
manager

by /s/ D. Norrison
---------------------------------------
Name: David A. Nelson
Title: Senior Vice President

MONUMENT CAPITAL LTD, as Assignee,

BY Alliance Capital Management L.P. as
Investment Manager

BY Alliance Capital Management Corporation, as
General Partner

by /s/ Kenneth G. Ostmann
---------------------------------------
Name: Kenneth G. Ostmann
Title: Vice President

MORGAN STANLEY DEAN WITTER PRIME
INCOME TRUST,

by /s/ Peter Gewirtz
---------------------------------------
Name: Peter Gewirtz
Title: Authorized Signatory

<PAGE> 7
7

PACIFICA PARTNERS I, LP,

BY: Imperial Credit Asset Management as its
Investment Manager,

by /s/ Tom Colwell
-----------------------------------
Name: Tom Colwell
Title: Vice President

PACIFIC LIFE CBO 1998-1 LTD.,

by /s/ Peter S. Fiek
-----------------------------------
Name: Peter S. Fiek
Title: Assistant Vice President

by /s/ Elaine M. Havens
-----------------------------------
Name: Elaine M. Havens
Title: Vice President

PACIFIC REDWOOD CBO LTD.,

by /s/ Lori A. Johnstone
-----------------------------------
Name: Lori A. Johnstone
Title: Assistant Vice President

by /s/ Elaine M. Havens
-----------------------------------
Name: Elaine M. Havens
Title: Vice President

PACIFIC SELECT HIGH YIELD,

by /s/ Lori A. Johnstone
-----------------------------------
Name: Lori A. Johnstone
Title: Assistant Vice President

by /s/ Elaine M. Havens
-----------------------------------
Name: Elaine M. Havens
Title: Vice President

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA,

by /s/ B. Ross Smead
-----------------------------------
Name: B. Ross Smead
Title: Vice President

<PAGE> 8
8

PROSPECT STREET INTERNATIONAL FUND
PCC LIMITED-PROSPECT INTERNATIONAL
DEBT STRATEGY FUND, as Assignee,

BY: PROSPECT STREET STRATEGIC DEBT
MANAGEMENT CO., INC., Investment Advisor

by /s/ Preston I. Carnes, Jr.
---------------------------------
Name: Preston I. Carnes, Jr.
Title: Vice President

by /s/ John A. Frabotta
---------------------------------
Name: John A. Frabotta
Title: Director

TEXTRON FINANCIAL CORP.,

by /s/ Jane M. Lavoie
---------------------------------
Name: Jane M. Lavoie
Title: Assistant Vice President

TRANSAMERICA BUSINESS CREDIT
CORPORATION,

by /s/ Perry Vavoules
---------------------------------
Name: Perry Vavoules
Title: Senior Vice President

VAN KAMPEN CLO I, LIMITED,

BY: VAN KAMPEN MANAGEMENT INC., as
Collateral Manager,

by /s/ Darvin D. Pierce
---------------------------------
Name: Darvin D. Pierce
Title: Vice President

VAN KAMPEN PRIME RATE INCOME TRUST,

BY: Van Kampen Investment Advisory Corp.

by /s/ Darvin D. Pierce
---------------------------------
Name: Darvin D. Pierce
Title: Vice President

<PAGE> 9
9

VAN KAMPEN SENIOR FLOATING RATE
FUND,

BY: Van Kampen Investment Advisory Corp.

by /s/ Darvin D. Pierce
--------------------------------
Name: Darvin D. Pierce
Title: Vice President

VAN KAMPEN SENIOR INCOME TRUST,

BY: Van Kampen Investment Advisory Corp.

by /s/ Darvin D. Pierce
--------------------------------
Name: Darvin D. Pierce
Title: Vice President

<PAGE> 1
EXHIBIT 24

ISPAT INLAND INC.
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, as a director
and(or) officer of Ispat Inland Inc., a Delaware corporation, do hereby
nominate, constitute and appoint John M. Hanak, Marc R. Jeske, and Michael G.
Rippey, or any one or more of them, my true and lawful attorneys and agents to
do any and all acts and things and execute any and all instruments which said
attorneys and agents, or any of them, may deem necessary or advisable to enable
said Ispat Inland Inc. to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission in
respect thereof, in connection with the preparation and filing of the Annual
Report on Form 10-K of said Ispat Inland Inc. for the fiscal year ended December
31, 1999, including specifically, but without limitation thereof, full power and
authority to sign my name as a director and(or) officer of said Ispat Inland
Inc. to said Annual Report on Form 10-K and any amendment thereto, hereby
ratifying and confirming all that said attorneys and agents, or any of them
shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2000.

/s/ Robert B. McKersie
----------------------------
Robert B. McKersie
<PAGE> 2

ISPAT INLAND INC.
POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2000.

/s/ Lakshmi N. Mittal
----------------------------
Lakshmi N. Mittal
<PAGE> 3

ISPAT INLAND INC.
POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2000.

/s/ Johannes Sittard
----------------------------
Johannes Sittard
<PAGE> 4

ISPAT INLAND INC.
POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2000.

/s/ Dale E. Wiersbe
----------------------------
Dale E. Wiersbe

<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 ANNUAL REPORT ON FORM 10-K 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> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 280,000
<ALLOWANCES> 18,600
<INVENTORY> 539,000
<CURRENT-ASSETS> 840,400
<PP&E> 2,059,600
<DEPRECIATION> 153,100
<TOTAL-ASSETS> 3,063,400
<CURRENT-LIABILITIES> 494,600
<BONDS> 955,700
0
90,000
<COMMON> 320,000
<OTHER-SE> 500
<TOTAL-LIABILITY-AND-EQUITY> 3,063,400
<SALES> 2,386,400
<TOTAL-REVENUES> 2,392,500
<CGS> 2,203,000
<TOTAL-COSTS> 2,207,800
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 86,200
<INCOME-PRETAX> 55,000
<INCOME-TAX> 19,000
<INCOME-CONTINUING> 36,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,000
<EPS-BASIC> 0
<EPS-DILUTED> 0

</TABLE>