<PAGE>
First Quarter - 1997
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
-------------------------
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended March 31, 1997
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from __________ to __________
-------------------------
Commission file number 1-9117
I.R.S. Employer Identification Number 36-3425828
INLAND STEEL INDUSTRIES, INC.
(a Delaware Corporation)
30 West Monroe Street
Chicago, Illinois 60603
Telephone: (312) 346-0300
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 48,911,904 shares of the
Company's Common Stock ($1.00 par value) were outstanding as of May 5, 1997.
<PAGE>
PART I. FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
Consolidated Statement of Operations (Unaudited)
===============================================================================
<TABLE>
<CAPTION>
Dollars in Millions
(except per share data)
-----------------------
Three Months Ended
March 31
-----------------------
1997 1996
----------- ----------
<S> <C> <C>
NET SALES $1,207.3 $1,180.9
-------- --------
OPERATING COSTS AND EXPENSES
Cost of goods sold 1,039.7 1,042.1
Selling, general and administrative expenses 55.7 52.8
Depreciation 39.1 36.8
-------- --------
Total 1,134.5 1,131.7
-------- --------
OPERATING PROFIT 72.8 49.2
General corporate expense, net of income items 1.3 1.3
Interest and other expense on debt 16.4 19.9
-------- --------
INCOME BEFORE INCOME TAXES 55.1 28.0
PROVISION FOR INCOME TAXES 21.7 10.8
-------- --------
INCOME BEFORE MINORITY INTEREST 33.4 17.2
MINORITY INTEREST IN RYERSON TULL, INC. 2.2 -
-------- --------
NET INCOME $ 31.2 $ 17.2
======== ========
EARNINGS PER SHARE OF COMMON STOCK
Primary $ .59 $ .31
======== ========
Fully Diluted $ .56 $ .29
======== ========
</TABLE>
See notes to consolidated financial statements
-1-
<PAGE>
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
Consolidated Statement of Cash Flows (Unaudited)
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
-----------------------
Three Months Ended
March 31
----------------------
1997 1996
---------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 31.2 $ 17.2
------- ------
Adjustments to reconcile net income to net cash
provided from operating activities:
Depreciation 39.3 37.0
Deferred employee benefit cost 3.3 6.4
Deferred income taxes 13.5 3.6
Change in: Receivables (36.5) (17.9)
Inventories (29.4) (31.2)
Accounts payable (17.5) 1.0
Accrued salaries and wages (7.5) (16.6)
Other accrued liabilities 12.1 13.6
Other items 11.5 1.9
------- ------
Net adjustments (11.2) (2.2)
------- ------
Net cash provided from operating activities 20.0 15.0
------- ------
INVESTING ACTIVITIES
Acquisitions (Note 2) (130.2) -
Capital expenditures (19.8) (32.0)
Investments in and advances to joint ventures, net 2.2 4.3
Proceeds from sales of assets 4.1 1.3
------- ------
Net cash used for investing activities (143.7) (26.4)
------- ------
FINANCING ACTIVITIES
Long-term debt retired (6.2) (5.4)
Reduction of debt assumed in acquisitions (22.6) -
Short-term borrowing 8.0 -
Dividends paid (2.5) (2.6)
Acquisition of treasury stock (1.3) (1.1)
------- ------
Net cash used for financing activities (24.6) (9.1)
------- ------
Net decrease in cash and cash equivalents (148.3) (20.5)
Cash and cash equivalents - beginning of year 238.0 267.4
------- ------
Cash and cash equivalents - end of period $ 89.7 $246.9
======= ======
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest (net of amount capitalized) $ 19.4 $ 8.7
Income tax, net .9 1.2
</TABLE>
See notes to consolidated financial statements
-2-
<PAGE>
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
Consolidated Balance Sheet
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
--------------------------------------------------
March 31, 1997 December 31, 1996
---------------------- ----------------------
ASSETS (unaudited)
- ------
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 89.7 $ 238.0
Receivables 547.5 464.7
Inventories - principally at LIFO
In process and finished products $ 546.2 $ 418.4
Raw materials and supplies 52.4 598.6 76.2 494.6
-------- --------
Deferred income taxes 31.8 30.5
-------- --------
Total current assets 1,267.6 1,227.8
INVESTMENTS AND ADVANCES 247.8 252.1
PROPERTY, PLANT AND EQUIPMENT
Valued on basis of cost 4,568.9 4,536.1
Less: Reserve for depreciation,
amortization and depletion 2,834.8 2,798.4
Allowance for terminated facilities 100.7 1,633.4 100.7 1,637.0
-------- --------
DEFERRED INCOME TAXES 272.1 287.5
INTANGIBLE PENSION ASSET 76.3 76.3
OTHER ASSETS 100.3 60.9
-------- --------
Total Assets $3,597.5 $3,541.6
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable $ 329.0 $ 321.4
Accrued liabilities 208.0 195.8
Notes payable 8.0 -
Long-term debt due within one year 24.0 19.6
-------- --------
Total current liabilities 569.0 536.8
LONG-TERM DEBT 762.6 773.2
DEFERRED EMPLOYEE BENEFITS 1,304.9 1,301.6
OTHER CREDITS 59.2 59.9
-------- --------
Total liabilities 2,695.7 2,671.5
MINORITY INTEREST IN RYERSON TULL, INC. 51.2 49.0
COMMON STOCK REPURCHASE COMMITMENT 31.0 32.1
STOCKHOLDERS' EQUITY (Schedule A) 819.6 789.0
-------- --------
Total Liabilities, Temporary Equity,
and Stockholders' Equity $3,597.5 $3,541.6
======== ========
</TABLE>
See notes to consolidated financial statements
-3-
<PAGE>
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
Notes to Consolidated Financial Statements (Unaudited)
================================================================================
NOTE 1/FINANCIAL STATEMENTS
Results of operations for any interim period are not necessarily indicative of
results of any other periods or for the year. The financial statements as of
March 31, 1997 and for the three-month periods ended March 31, 1997 and 1996 are
unaudited, but in the opinion of management include all adjustments necessary
for a fair presentation of results for such periods. These financial statements
should be read in conjunction with the financial statements and related notes
contained in the Annual Report to Stockholders for the year ended December 31,
1996.
NOTE 2/ACQUISITIONS
During the first quarter of 1997, the Company, through its majority-owned
subsidiary Ryerson Tull, Inc., acquired Thypin Steel Co., Inc. and Cardinal
Metals, Inc. for an aggregate $130.2 million in cash. The acquisitions were
accounted for as purchases. Results of operations since acquisition for each
company are included in consolidated results. The pro forma effect for 1997 and
1996 had these acquisitions occurred at the beginning of each such year is not
material.
NOTE 3/EARNINGS PER SHARE
The Company is required to adopt Financial Accounting Standards Board Statement
No. 128, "Earnings per Share," at year-end 1997. Basic and Diluted Earning
per Share as defined in that Statement are not materially different from the
Primary and Fully Diluted Earning per Share amounts presented.
NOTE 4/COMMITMENTS
The total amount of firm commitments of the Company and its subsidiaries to
contractors and suppliers, primarily in connection with additions to property,
plant and equipment, decreased to $49 million on March 31, 1997 from $53 million
on December 31, 1996.
-4-
<PAGE>
Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
RESULTS OF OPERATIONS - Comparison of First Quarter 1997 to First Quarter 1996
- ------------------------------------------------------------------------------
The Company reported consolidated net income of $31.2 million for the
first quarter of 1997 compared with net income of $17.2 million in the
comparable year-earlier period. Increased operating profit at the Steel
Manufacturing segment was the principal reason for the improvement. Also
contributing to the higher net income was lower consolidated interest expense
resulting from the recapitalization of the Company in the second and third
quarter of 1996, and the $85 million payment in December of 1996 on the
Company's Subordinated Voting Note.
Consolidated net sales increased 2 percent to $1.21 billion in the 1997
first quarter from $1.18 billion in the year-ago quarter due to the inclusion of
net sales related to the Materials Distribution segment acquisitions discussed
below. Excluding the acquisitions, net sales decreased less than 1 percent.
The Steel Manufacturing segment's net sales of $606.6 million in the first
quarter of 1997 represented a 1 percent reduction from a year ago. While the
volume of steel mill products shipped decreased 5 percent to 1,260,000 tons, the
average selling price increased 4 percent from the 1996 first quarter. As a
result of the higher average selling price and a lower operating cost per ton,
operating profit increased to $38.3 million from $12.6 million a year earlier.
In March, the Company, through its Inland Steel Company subsidiary,
announced that it reached an agreement to sell its 15 percent interest in the
Wabush Iron Ore mine. The transaction is expected to be completed during the
1997 second quarter.
Net sales at the Materials Distribution segment increased 6 percent to
$660.7 million due to the inclusion of results of Thypin Steel Co., Inc. and
Cardinal Metals, Inc. since the dates of their acquisitions. Increases in volume
at Ryerson and Tull, excluding that related to the acquisitions, were offset by
lower average selling price. Operating profit in the current quarter declined
$1.6 million to $35.0 million due primarily to the lower average selling price.
The 1997 first quarter was favorably impacted by a $2.0 million pretax gain on
the sale of the segment's Jersey City plant, which was closed in 1995.
Liquidity and Financing
- -----------------------
The Company's cash and cash equivalents were $89.7 million at March 31,
1997, compared with $238.0 million at year-end 1996. The decrease was primarily
due to the acquisitions at the Materials Distribution segment and the repayment
of debt assumed in the acquisitions. At March 31, 1997, there was $8 million of
short-term borrowing compared with no short-term borrowing at year-end 1996.
-5-
<PAGE>
PART II. OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
3.(i) Copy of Certificate of Incorporation, as amended, of the Company.
(Filed as Exhibit 3.(i) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, and incorporated by reference
herein.)
3.(ii) Copy of By-laws, as amended, of the Company. (Filed as Exhibit 3.(ii)
to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, and incorporated by reference herein.)
4.A Copy of Certificate of Designations, Preferences and Rights of Series
A $2.40 Cumulative Convertible Preferred Stock of the Company. (Filed
as part of Exhibit B to the definitive Proxy Statement of Inland Steel
Company dated March 21, 1986 that was furnished to stockholders in
connection with the annual meeting held April 23, 1986, and
incorporated by reference herein.)
4.B Copy of Certificate of Designation, Preferences and Rights of Series D
Junior Participating Preferred Stock of the Company. (Filed as Exhibit
4-D to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1987, and incorporated by reference herein.)
4.C Copy of Rights Agreement, dated as of November 25, 1987, as amended
and restated as of May 24, 1989, between the Company and The First
National Bank of Chicago, as Rights Agent (Harris Trust and Savings
Bank, as successor Rights Agent). (Filed as Exhibit 1 to the Company's
Current Report on Form 8-K filed on May 24, 1989, and incorporated by
reference herein.)
4.D Copy of Certificate of Designations, Preferences and Rights of Series
E ESOP Convertible Preferred Stock of the Company. (Filed as
Exhibit 4-F to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989, and incorporated by reference herein.)
4.E Copy of Subordinated Voting Note Due 1999 in the amount of
$185,000,000 from the Company to NS Finance III, Inc. (Filed as
Exhibit 4.8 to Form S-3 Registration Statement No. 33-62897 and
incorporated by reference herein.)
4.F Copy of Indenture dated as of December 15, 1992, between the Company
and Harris Trust and Savings Bank, as Trustee, respecting the
Company's $150,000,000 12-3/4% Notes due December 15, 2002. (Filed as
Exhibit 4-G to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992, and incorporated by reference herein.)
4.G Copy of Supplemental Indenture dated as of June 19, 1996 between the
Company and Harris Trust & Savings Bank, as Trustee, respecting the
Company's $150,000,000 12-3/4% Notes. (Filed as Exhibit 4.G to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996 and incorporated by reference herein.)
-6-
<PAGE>
4.H Copy of First Mortgage Indenture, dated April 1, 1928, between Inland
Steel 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 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; and (xxviii) Exhibit 4.C filed with the Steel Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995;
(xxix) Exhibit 4.C filed with the 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.I Copy of consolidated reprint of First Mortgage Indenture, dated April
1, 1928, between Inland Steel 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.)
11 Statement of Earnings per Share of Common Stock.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
The Company did not file any Current Reports on Form 8-K during the
quarter ended March 31, 1997.
-7-
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INLAND STEEL INDUSTRIES, INC.
By James M. Hemphill
------------------------------
James M. Hemphill
Controller and
Principal Accounting Officer
Date: May 12, 1997
-8-
<PAGE>
Part I -- Schedule A
--------------------
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
SUMMARY OF STOCKHOLDERS' EQUITY
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
---------------------------------------------
March 31, 1997 December 31, 1996
-------------------- --------------------
(unaudited)
<S> <C> <C> <C> <C>
STOCKHOLDERS' EQUITY
- --------------------
Series A preferred stock ($1 par value)
- 94,201 shares issued and outstanding as of
March 31, 1997 and December 31, 1996 $ .1 $ .1
Series E preferred stock ($1 par value)
- 3,052,019 shares and 3,080,790 shares
issued and outstanding as of March 31,
1997 and December 31, 1996, respectively 3.1 3.1
Common stock ($1 par value)
- 50,556,350 shares issued as of March 31,
and December 31, 1996 50.6 50.6
Capital in excess of par value 1,043.7 1,045.8
Accumulated deficit
Balance beginning of year $(146.0) $(172.8)
Net income 31.2 45.7
Dividends
Series A preferred stock -
$.60 per share in 1997 and
$2.40 per share in 1996 (.1) (.2)
Series E preferred stock -
$3.523 per share in 1996 - (11.0)
Income tax benefit - Series E dividend - 2.1
Common stock -
$.05 per share in 1997 and
$.20 per share in 1996 (2.4) (117.3) (9.8) (146.0)
------- -------
Unearned compensation related to ESOP (77.2) (79.4)
Common stock repurchase commitment (31.0) (32.1)
Investment valuation allowance (5.1) (4.8)
Unearned restricted stock award compensation (.5) (.8)
Treasury stock, at cost
- 1,647,299 shares and 1,647,954
shares as of March 31, 1997 and
December 31, 1996, respectively (43.5) (44.2)
Cumulative translation adjustment (3.3) (3.3)
-------- --------
Total Stockholders' Equity $ 819.6 $ 789.0
======== ========
</TABLE>
-9-
<PAGE>
Part I -- Schedule B
--------------------
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
Summary Financial Information for Business Segments (Unaudited)
================================================================================
<TABLE>
<CAPTION>
Dollars in Millions
---------------------
Three Months Ended
March 31
---------------------
1997 1996
-------- --------
<S> <C> <C>
NET SALES
- ---------
Steel Manufacturing Operations $606.6 $615.7
Materials Distribution Operations 660.7 625.3
Eliminations and adjustments (60.0) (60.1)
-------- --------
Total Net Sales $1,207.3 $1,180.9
======== ========
OPERATING PROFIT
- ----------------
Steel Manufacturing Operations $38.3 $12.6
Materials Distribution Operations 35.0 36.6
Eliminations and adjustments (.5) -
----- -----
Total Operating Profit $72.8 $49.2
===== =====
</TABLE>
-10-
<PAGE>
Exhibit 11
----------
INLAND STEEL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
Statement of Earnings Per Share of Common Stock (Unaudited)
================================================================================
<TABLE>
<CAPTION>
Dollars and Shares
in Millions
(except per share data)
-----------------------
Three Months Ended
March 31
-----------------------
1997 1996
----- -----
<S> <C> <C>
PRIMARY EARNINGS PER SHARE OF COMMON STOCK
Shares of common stock
Average shares outstanding 48.9 48.8
Dilutive effect of stock options - -
----- -----
48.9 48.8
===== =====
Net income $31.2 $17.2
Dividends on preferred stock, net of tax benefit on dividends
applicable to leveraged Series E Preferred Stock held by the ESOP 2.3 2.2
----- -----
Net income applicable $28.9 $15.0
===== =====
Primary earnings per share of common stock $ .59 $ .31
===== =====
FULLY DILUTED EARNINGS PER SHARE OF COMMON STOCK
Shares of common stock
Average shares outstanding 48.9 48.8
Assumed conversion of Series A and leveraged Series E Preferred Stock 3.0 3.0
Dilutive effect of stock options - -
----- -----
51.9 51.8
===== =====
Net income $31.2 $17.2
Dividends on antidilutive preferred stock .1 .1
Additional ESOP funding required on conversion of leveraged
Series E Preferred Stock, net of tax 2.0 1.9
----- -----
Net income applicable $29.1 $15.2
===== =====
Fully diluted earnings per share of common stock $ .56 $ .29
===== =====
</TABLE>
NOTE: In the three months ended March 31, 1997 and 1996 the assumed conversions
of Series A and non-leveraged Series E Preferred Stock were antidilutive.
-11-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED STATEMENT OF OPERATIONS, THE CONSOLIDATED BALANCE SHEET, AND
THE SUMMARY OF STOCKHOLDERS' EQUITY CONTAINED IN THE QUARTERLY REPORT ON FORM
10-Q TO WHICH THIS EXHIBIT IS ATTACHED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL SCHEDULES.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 89,700
<SECURITIES> 0
<RECEIVABLES> 572,600
<ALLOWANCES> 25,100
<INVENTORY> 598,600
<CURRENT-ASSETS> 1,267,600
<PP&E> 4,568,900
<DEPRECIATION> 2,935,500
<TOTAL-ASSETS> 3,597,500
<CURRENT-LIABILITIES> 569,000
<BONDS> 762,600
0
3,200
<COMMON> 50,600
<OTHER-SE> 765,800
<TOTAL-LIABILITY-AND-EQUITY> 3,597,500
<SALES> 1,206,900
<TOTAL-REVENUES> 1,207,300
<CGS> 1,078,500
<TOTAL-COSTS> 1,078,800
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,400
<INCOME-PRETAX> 55,100
<INCOME-TAX> 21,700
<INCOME-CONTINUING> 33,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 31,200
<EPS-PRIMARY> .59
<EPS-DILUTED> .56
</TABLE>
