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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 Quarterly Period Ended June 30, 2005
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 1-31926
MITTAL STEEL USA ISG INC.*
(Exact Name of Registrant as Specified in Its Charter)
Delaware 71-0871875
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
4020 Kinross Lakes Parkway, Richfield, Ohio 44286-9000
(Address of Registrant's Principal Executive Offices) (Zip Code)
(330) 659-9100
(Registrant's Telephone Number Including Area Code)
The Registrant meets the conditions set forth in General Instruction H(1)(a) and
(b)of Form 10-Q and is therefore filing this Form in the reduced disclosure
format as set forth in that instruction
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 [ ] No [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of August 10, 2005, the Registrant had 100 shares of common stock, par value
$0.01 per share, all of which are ultimately owned by Mittal Steel Company N.V.,
a company organized under the laws of The Netherlands ("Mittal Steel").
* On April 15, 2005, Mittal Steel USA ISG Inc. (formerly known as
International Steel Group Inc.), a Delaware corporation (the "Company" or
"Mittal Steel USA ISG"), merged with Park Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Mittal Steel, with Mittal
Steel USA ISG surviving the merger as a wholly owned subsidiary of Mittal
Steel (the "Merger"). In connection with the Merger, International Steel
Group Inc. was renamed "Mittal Steel USA ISG Inc." Pursuant to the Merger,
Mittal Steel USA ISG Inc. no longer has a class of equity securities
registered under the Securities Exchange Act of 1934 (the "Exchange Act").
However, pursuant to the terms of the Indenture, dated as of April 14,
2004, by and between the Company and The Bank of New York, the Company is
obligated to continue filing periodic and other reports with the SEC.
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TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS........................................... 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS............................ 14
ITEM 4. CONTROLS AND PROCEDURES........................................ 18
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.............................................. 19
ITEM 6. EXHIBITS....................................................... 22
SIGNATURE................................................................... 23
2
PART I
ITEM 1. FINANCIAL STATEMENTS
MITTAL STEEL USA ISG INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in millions)
QUARTERLY YEAR - TO- DATE
------------------------------------------ ------------------------------------------
SUCCESSOR PREDECESSOR PREDECESSOR SUCCESSOR PREDECESSOR PREDECESSOR
COMPANY COMPANY COMPANY COMPANY COMPANY COMPANY
PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM
APRIL 16, APRIL 1, APRIL 16, JANUARY 1,
2005 2005 THREE MONTHS 2005 2005 SIX MONTHS
THROUGH THROUGH ENDED THROUGH THROUGH ENDED
JUNE 30, APRIL 15, JUNE 30, JUNE 30, APRIL 15, JUNE 30,
2005 2005 2004 2005 2005 2004
------------ ------------ ------------ ------------ ------------ ------------
Net sales ........................... $ 1,939.0 $ 468.0 $ 2,083.8 $ 1,939.0 $ 3,127.6 $ 3,854.1
Costs and expenses:
Cost of sales ..................... 1,673.5 388.7 1,861.2 1,673.5 2,644.0 3,467.5
Marketing, administrative, and
other expenses .................. 53.4 86.0 60.6 53.4 158.6 109.3
Depreciation and amortization ..... 35.1 7.0 32.5 35.1 48.3 61.3
------------ ------------ ------------ ------------ ------------ ------------
Total costs and expenses ............ 1,762.0 481.7 1,954.3 1,762.0 2,850.9 3,638.1
Income (loss) from operations ....... 177.0 (13.7) 129.5 177.0 276.7 216.0
Gain on sale of assets .............. (0.2) -- -- (0.2) (9.6) --
Interest and other financing
expense, net ...................... 21.7 4.0 24.5 21.7 14.8 34.9
------------ ------------ ------------ ------------ ------------ ------------
Income (loss) before income taxes ... 155.5 (17.7) 105.0 155.5 271.5 181.1
Provision for income taxes .......... 38.6 1.0 10.9 38.6 108.6 16.1
------------ ------------ ------------ ------------ ------------ ------------
Net income (loss) ................... $ 116.9 $ (18.7) $ 94.1 $ 116.9 $ 162.9 $ 165.0
============ ============ ============ ============ ============ ============
See accompanying notes to consolidated financial statements.
3
MITTAL STEEL USA ISG INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except per share information)
SUCCESSOR PREDECESSOR
COMPANY COMPANY
JUNE 30, DECEMBER 31,
2005 2004
------------ ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents ....................................... $ 109.0 $ 606.7
Receivables, less allowances of $47.4 and $50.1 ................. 706.4 830.7
Receivable from related parties ................................. 250.0 -
Inventories ..................................................... 1,990.6 1,320.4
Assets held for sale ............................................ 13.4 39.6
Deferred income taxes ........................................... - 75.1
Prepaid and other current assets ................................ 317.1 57.8
------------ ------------
Total current assets .......................................... 3,386.5 2,930.3
Property, plant and equipment, at cost ........................... 3,790.1 1,314.9
Accumulated depreciation ......................................... 32.6 210.0
------------ ------------
Property, plant and equipment, net .............................. 3,757.5 1,104.9
Deferred income taxes ............................................ - 354.8
Investments in joint ventures .................................... 29.5 27.9
Other assets ..................................................... 205.1 70.7
------------ ------------
Total assets .................................................. $ 7,378.6 $ 4,488.6
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital leases ............ $ 29.8 $ 57.6
Accounts payable ................................................ 616.1 758.9
Payables to related parties ..................................... 27.5 -
Unfavorable contracts ........................................... 419.5 -
Accrued compensation and benefits ............................... 294.6 289.4
Deferred income taxes ........................................... 137.2 -
Accrued income taxes ............................................ 141.9 156.2
Other current liabilities ....................................... 143.6 118.9
------------ ------------
Total current liabilities ..................................... 1,810.2 1,381.0
Long term liabilities:
Debt ............................................................ 778.7 637.2
Capital leases .................................................. 47.9 169.6
Related party debt .............................................. 1,700.0 -
Unfavorable contracts ........................................... 529.3 -
Environmental liabilities ....................................... 186.6 164.3
Pensions and other retiree benefits ............................. 186.8 123.0
Deferred income tax liabilities ................................. 72.6 -
Other obligations ............................................... 7.6 9.4
------------ ------------
Total liabilities ............................................. 5,319.7 2,484.5
Stockholders' equity:
Preferred Stock, $0.01 par value per share,
authorized 5,000 shares, none issued ............................ - -
Common Stock, $0.01 par value per share, authorized
100 shares, 100 shares issued and
outstanding at June 30, 2005 and authorized
108,600,000 shares, 100,035,950 issued and
outstanding at December 31, 2004 ............................... - 1.0
Additional paid-in capital ...................................... 1,947.9 1,023.3
Retained earnings ............................................... 116.9 998.4
Accumulated other comprehensive (loss) income ................... (5.9) 1.0
Treasury Stock, 641,089 shares at cost .......................... - (19.6)
------------ ------------
Total stockholders' equity .................................... 2,058.9 2,004.1
------------ ------------
Total liabilities and stockholders' equity ....................... $ 7,378.6 $ 4,488.6
============ ============
See accompanying notes to consolidated financial statements.
4
MITTAL STEEL USA ISG INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in millions)
SUCCESSOR PREDECESSOR PREDECESSOR
COMPANY COMPANY COMPANY
PERIOD FROM PERIOD FROM
APRIL 16, JANUARY 1,
2005 2005 SIX MONTHS
THROUGH THROUGH ENDED
JUNE 30, APRIL 15, JUNE 30,
2005 2005 2004
------------ ------------ ------------
Cash flows from operating activities:
Net income ................................................. $ 116.9 $ 162.9 $ 165.0
Adjustments for items not affecting cash from operating
activities:
Depreciation and amortization ........................... 35.1 48.3 61.3
Net accretion of purchased intangibles .................. (41.9) -- --
Other ................................................... (4.6) (7.1) (4.2)
Changes in working capital and other items:
Receivables ............................................. 174.0 (48.5) (147.0)
Inventories ............................................. 132.3 (152.3) (35.9)
Prepaids and other assets ............................... (6.0) 24.7 (62.1)
Accounts payable ........................................ (244.4) 98.5 150.9
Payable to related parties .............................. 27.4 -- --
Income taxes ............................................ 24.1 62.2 76.4
Accrued compensation and benefits ....................... (186.8) 80.3 (1.6)
Other ................................................... (0.1) (36.8) 7.1
------------ ------------ ------------
Net cash provided by operating activities ............ 26.0 232.2 209.9
------------ ------------ ------------
Cash flows from investing activities:
Capital expenditures and investments ....................... (67.2) (75.1) (86.0)
Acquisitions, net of cash received ......................... -- -- (187.0)
Proceeds from sales of assets .............................. 12.5 14.0 12.1
Payments to shareholders for acquisition ................... (2,071.7) -- --
------------ ------------ ------------
Net cash used in investing activities ................ (2,126.4) (61.1) (260.9)
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from borrowings from related parties .............. 2,071.7 -- --
Proceeds from debt ......................................... -- -- 594.6
Payments on debt ........................................... (2.2) (3.8) (347.8)
Payments on related party debt ............................. (371.7) -- --
Payments on note receivable to related party ............... (250.0) -- --
Issuance of common stock, net .............................. -- -- 1.8
Deferred financing fees .................................... -- -- (11.2)
Payments on capital leases ................................. (4.3) (8.1) (17.8)
------------ ------------ ------------
Net cash provided by (used in) financing activities .. 1,443.5 (11.9) 219.6
------------ ------------ ------------
(Decrease) Increase in cash and cash equivalents ...... (656.9) 159.2 168.6
Cash and cash equivalents - beginning of period .............. 765.9 606.7 193.6
------------ ------------ ------------
Cash and cash equivalents - end of period .................... $ 109.0 $ 765.9 $ 362.2
============ ============ ============
Other information:
Interest paid .............................................. $ 3.4 $ 5.8 $ 14.7
Interest capitalized ....................................... 0.5 0.5 0.2
Income taxes paid, net ..................................... 8.1 53.8 (39.6)
Capital lease obligation incurred .......................... -- -- 3.9
See accompanying notes to consolidated financial statements.
5
MITTAL STEEL USA ISG INC.
Notes to Consolidated Financial Statements
(Unaudited)
($ in millions)
(1) MERGER
On April 15, 2005, International Steel Group Inc. ("Predecessor
Company", "ISG") merged with Park Acquisition Corporation ("Park"), a
wholly owned subsidiary of Mittal Steel, and became a wholly owned
subsidiary of Mittal Steel (the "Merger"). International Steel Group
Inc. was renamed Mittal Steel USA ISG Inc. ("Successor Company", the
"Company") on April 15, 2005. In connection with the Merger, the
Predecessor Company's former stockholders received in the aggregate
$2,071.7 and approximately 60,892,000 Mittal Steel Class A common
shares.
The Merger is being accounted for by the Company's parent under the
purchase method of accounting in accordance with SFAS No. 141, Business
Combinations. The Company has "pushed down" the effect of the purchase
method of accounting to these financial statements. The allocation of
the purchase price to assets acquired and liabilities assumed are
preliminary and subject to revision. We have not received all
information to determine the final values to be assigned. Appraisals of
property, plant and equipment and intangible assets are currently
underway. We are also evaluating information relating to certain
recorded liabilities. The following table presents the preliminary
amounts recorded for the net assets of the Company as a result of the
change in ownership:
Assets:
Receivables, net............................. $ 880.1
Inventories.................................. 2,125.4
Assets held for sale......................... 25.0
Prepaid and other current assets............. 41.7
Intangible assets, current................... 276.4
Property, plant and equipment................ 3,715.5
Intangible assets, non-current............... 226.6
Other non-current assets..................... 91.8
Liabilities:
Debt and capital lease obligations........... 862.3
Accounts payable............................. 860.5
Accrued expenses and other liabilities....... 682.6
Pension and retiree benefits................. 210.0
Environmental liabilities.................... 232.7
Intangible liabilities....................... 1,065.7
Deferred taxes............................... 215.1
---------
Net assets recorded............................ $ 3,253.6
=========
Cash paid to shareholders...................... $ 2,071.7
Bankers' fees and other transaction costs...... 26.1
Cash acquired.................................. (765.9)
---------
Cash paid, net................................. 1,331.9
Value of stock issued.......................... 1,921.7
---------
Total purchase price, net of cash acquired..... $ 3,253.6
=========
Intangible assets consist of $4.0 assigned to patents and $499.0
assigned to favorable supply and sales contracts that are being
amortized over the term of the associated contracts ranging from one to
six years. Intangible liabilities consist of $1,065.7 assigned to
unfavorable supply and sales contracts that are being amortized over the
term of the associated contracts ranging from one to 15 years. We
recognized $41.9 of income during the period related to the net
amortization of these intangibles.
6
MITTAL STEEL USA ISG INC.
Notes to Consolidated Financial Statements
(Unaudited)
($ in millions)
(2) BASIS OF PRESENTATION
These financial statements and accompanying notes present historical
cost basis results of the Company as "Predecessor Company" through April
15, 2005, and the results of the Company as "Successor Company" from
April 16, 2005 through June 30, 2005 which reflects the impact of
purchase accounting, accordingly, the Successor Company presentation is
not comparable to the Predecessor Company presentation due to the
different basis of accounting.
These interim financial statements are unaudited and include only
selected notes. They do not contain all information required for annual
statements under United States generally accepted accounting principles
and should be read together with the audited financial statements in
ISG's Annual Report on Form 10-K for the year ended December 31, 2004
and all other reports on file with the Securities and Exchange
Commission during the year 2005. In the opinion of management, these
interim financial statements reflect all adjustments that are necessary
to fairly present the results for the interim periods presented. Certain
prior period amounts have been reclassified to conform to the current
presentation.
The preparation of financial statements in conformity with United States
generally accepted accounting principles requires that management make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. The results of operations
for the interim periods shown in this report are not necessarily
indicative of the results to be expected for a full year.
(3) RECENTLY ISSUED ACCOUNTING STANDARDS
In November 2004, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 151, "Inventory Costs, an amendment of Accounting
Research Bulletin (ARB) No. 43, Chapter 4." SFAS No. 151 amends the
guidance in ARB No. 43, Chapter 4, "Inventory Pricing" to clarify the
accounting for abnormal amounts of idle facility expense, freight
handling costs, and wasted material (spoilage). SFAS No. 151 requires
that those items be recognized as current-period charges regardless of
whether they meet the criterion of "so abnormal". In addition, SFAS No.
151 requires that allocation of fixed production overhead to the costs
of conversion be based on the normal capacity of the production
facilities. The provisions of SFAS No. 151 will be effective for fiscal
years beginning after June 15, 2005. The Company is currently evaluating
the provisions of SFAS No. 151 and does not believe that its adoption
will have a material impact on the Company's financial condition,
results of operations and cash flows
In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting
for Conditional Asset Retirement Obligations." This interpretation
requires companies to recognize a liability for the fair value of a
legal obligation to perform asset retirement activities that are
conditional on a future event if the amount can be reasonably estimated.
This statement is effective for the year ending December 31, 2005. We
are currently evaluating the impact of this statement on the Company.
In June 2005, the FASB issued SFAS No. 154, "Accounting Changes and
Error Corrections" ("SFAS 154"). SFAS No. 154 replaces APB Opinion No.
20, "Accounting Changes and SFAS 3, Reporting Accounting Changes in
Interim Financial Statements." SFAS No. 154 requires that a voluntary
change in accounting principle be applied retrospectively with all prior
period financial statements presented on the new accounting principle.
SFAS No. 154 also requires that a change in method of depreciating or
amortizing a long-lived non-financial asset be accounted for
prospectively as a change in estimate, and correction of errors in
previously issued financial statements should be termed a restatement.
SFAS No. 154 is effective for accounting changes and correction of
errors made in fiscal years beginning after December 15, 2005. The
implementation of SFAS No. 154 does not have an impact on the Company's
present consolidated financial statements and will only affect future
financial statements to the extent there are future accounting changes
or error corrections.
7
MITTAL STEEL USA ISG INC.
Notes to Consolidated Financial Statements
(Unaudited)
($ in millions)
(4) INVENTORIES
Inventories are stated at the lower of cost or market. On December 31,
2004, approximately 80% of inventories were valued using the last-in
first-out (LIFO) method of accounting. Inventories at Weirton and
Georgetown were valued using the first-in first-out (FIFO) or average
cost method. On January 1, 2005, ISG began accounting for inventories at
Weirton and Georgetown using the LIFO method.
As a result of the Merger, inventories were recorded at fair value on
April 15, 2005 in accordance with purchase accounting guidelines. We
established fair values for finished goods and in-process inventory by
reducing the estimated selling prices of finished goods by cost to
complete, selling cost, and a reasonable profit for completion and
selling efforts. Raw materials were valued at replacement cost. These
newly established fair values also established the base year values for
LIFO and therefore, the LIFO reserve was zero at April 15, 2005. In
addition, in accordance with Mittal Steel's policies, the Company
adopted full absorption costing resulting in additional other costs such
as depreciation and overhead items being included in inventory
valuation. As a result of these Merger related accounting changes to
inventory, the carrying values of the closing inventory on April 15,
2005, increased by $607. The following table presents the components of
inventories:
SUCCESSOR PREDECESSOR
COMPANY COMPANY
JUNE 30, DECEMBER 31,
2005 2004
------------ ------------
Average cost (which approximates
replacement cost):
Raw materials ........................ $ 761.1 $ 562.2
Finished and semi-finished goods ..... 1,198.2 1,156.8
------------ ------------
1,959.3 1,719.0
LIFO reserve ........................... 31.3 (398.6)
------------ ------------
Total .............................. $ 1,990.6 $ 1,320.4
============ ============
During the period, liquidation of LIFO quantities decreased cost of
sales by $31.3.
(5) DEBT
On April 20, 2005, the Company entered into definitive agreements as
borrower with respect to a new $1.0 billion term loan facility and a new
$700 term loan facility. Mittal Steel US Finance LLC is the lender under
each of the term loan facilities. In addition, on April 20, 2005, the
Company, as borrower, entered into a promissory note in the amount of
$425 with Mittal Steel Holdings N.V. ("Holdings"). On April 27, 2005,
the Company repaid $325 of the promissory note. An additional $53
payment was made on April 25, 2005 by Park Acquisition Corp. for the
benefit of the Company. A new promissory note was issued to Holdings on
May 20, 2005 for the remaining $47 balance which was repaid by the
Company on June 20, 2005.
All three of these intercompany borrowings were entered into as part of
the financing arrangements previously announced by Mittal Steel to pay
for the cash portion of the Merger consideration paid to former
stockholders of the Company in conjunction with the recently completed
Merger. The two term loan facilities represent an intercompany loan to
the Company that another subsidiary of Mittal Steel borrowed under a
credit agreement, dated as of April 7, 2005, among Mittal Steel and
certain subsidiaries of Mittal Steel as original borrowers, the ABN AMRO
Bank N.V., Citigroup Global Markets Limited, Credit Suisse First Boston
International, Deutsche Bank AG London, HSBC Bank Plc and UBS Limited,
as lead arrangers, certain other lenders signatory to the Credit
Agreement and HSBC Bank Plc, as facility agent. Therefore, neither the
term loan facilities nor the promissory note represent the incurrence of
additional indebtedness from external creditors outside Mittal Steel and
its subsidiaries.
Both Mittal Steel US Finance LLC and the Company are wholly owned
subsidiaries of Mittal Steel and thus are affiliates of each other.
Other than the term loan facilities and their relationship as
affiliates, there are no other direct commercial relationships between
Mittal Steel US Finance LLC and the Company. Both the Company and
Holdings are wholly owned subsidiaries of Mittal Steel. Other than the
promissory note and their relationship as affiliates, there are no other
direct commercial relationships between Holdings and the Company.
8
MITTAL STEEL USA ISG INC.
Notes to Consolidated Financial Statements
(Unaudited)
($ in millions)
The Company drew down on each of the term loan facilities in the
principal amounts of $1.0 billion and $700 respectively on April 21,
2005. Each of the term loan facilities will mature on April 21, 2010.
Each term loan facility contains customary covenants requiring all of
the Company's transactions with affiliates to be conducted on an arms
length basis, limits the Company's ability to incur additional
indebtedness in excess of $250 and limits its ability to consummate
certain extraordinary business transactions such as mergers and create
liens on its properties.
The Company is required to pay interest on each of the term loan
facilities at an annual rate for each applicable Interest period equal
to the sum of (i) a margin, initially set at 0.475% and then subject to
adjustment based on Mittal Steel's unsubordinated unsecured debt rating,
plus 0.125%, (ii) the London Interbank Offering Rate for the applicable
interest period and (iii) a facility maintenance fee. The initial
interest period for each of the term loan facilities is six months and
then shall be agreed between borrower and lender for subsequent periods
not to exceed six months.
The Company also has $600 of senior, unsecured debt securities due 2014.
The debt bears interest at a rate of 6.5% and is paid semi annually. In
addition, the Company also has a $35 convertible note with the Pension
Benefit Guaranty Corporation ("PBGC") that bears interest at 6.0% and
requires semi-annual interest payments. The PBGC note is convertible, at
the PBGC's option, into 35,597.45 shares of Mittal Steel common stock
for each $1 in principal and interest outstanding at any time.
The Company was leasing a coke oven battery at the Burns Harbor facility
from DTE Burns Harbor, Inc. On May 17, 2005, the Company finalized the
purchase of the battery. The Company now has title to the asset but all
terms and obligations remain the same. The Company accounted for the
transaction as an installment purchase and has reclassified the
liability from a capital lease obligation to debt.
(6) INCOME TAXES
Based on our second quarter pretax income and forecasted pretax income
for the year 2005, we expect to pay income taxes for the year after
recognizing temporary differences that arise during the year and the
benefit of NOL carryforwards available. The net effect of these items
results in an estimated effective income tax rate for 2005 of 37.4%.
This rate is then applied to our quarterly operating results. In the
event that there is a significant unusual or one-time item, the tax
attributable to that item would be separately calculated and recorded at
the same time as the discrete item. We consider the phase out of Ohio's
Income Franchise Tax in 2005 to be such an item. The Company's income
tax expense in the current quarter is reduced by the phase out of the
Ohio income tax by approximately $19.5.
On June 30, 2005, the State of Ohio enacted new tax legislation that
creates a new Commercial Activity Tax ("CAT") that computes taxes based
on qualifying "taxable gross receipts". The CAT is effective July 1,
2005 and replaces the Ohio income-based franchise tax and personal
property tax. The CAT is phased-in while the current franchise tax is
phased-out over a five-year period at a rate of 20% annually, beginning
with the year ended 2005. Personal property tax is phased out over a
four-year period at a rate of approximately 25% annually beginning with
the year ended 2005. As a result of the new tax law, all net deferred
taxes that are not expected to reverse during the five-year phase in
period were written-off as of June 30, 2005.
SFAS No. 109, Accounting for Income Taxes, requires that we record a
valuation allowance for a deferred tax asset when it is "more likely
than not" (a likelihood of more than 50%) that some portion or all of
the deferred tax asset will not be realized based on available "positive
and negative evidence." The realization of the deferred tax asset is
ultimately dependent upon the Company's generation of sufficient future
taxable income during periods in which those net temporary differences
become deductible and before the expiration of the NOL carryforwards.
The valuation allowance at the end of the second quarter is $20.3. The
valuation allowance represents deferred taxes and NOL carryforwards in
Trinidad of approximately $5.8, and certain state tax NOL carryforwards
of $14.5.
9
MITTAL STEEL USA ISG INC.
Notes to Consolidated Financial Statements
(Unaudited)
($ in millions)
(7) COMPREHENSIVE INCOME
The following table presents the components of comprehensive income
(loss):
APRIL 1 TO JUNE 30 JANUARY 1 TO JUNE 30
-------------------------------------------- -------------------------------------------
SUCCESSOR SUCCESSOR PREDECESSOR COMPANY
COMPANY PREDECESSOR COMPANY COMPANY ---------------------------
PERIOD FROM --------------------------- PERIOD FROM PERIOD FROM
APRIL 16, APRIL 1, APRIL 16, JANUARY 1, SIX
2005 2005 THREE 2005 2005 MONTHS
THROUGH THROUGH MONTHS ENDED THROUGH THROUGH ENDED
JUNE 30, APRIL 15, JUNE 30, JUNE 30, APRIL 15, JUNE 30,
2005 2005 2004 2005 2005 2004
-------------- ------------ ------------ ------------------------------------- ------------- ----------- -------------
Other comprehensive income (loss):
Derivative financial instruments
$ (9.7) $ (0.4) $ (3.2) Change in value during the period $ (9.7) $ 8.2 $ (6.9)
- (0.2) 0.1 Recognized in net income - 1.6 (1.2)
3.8 - - Taxes * 3.8 - -
-------------- ------------ ------------ ------------- ----------- -------------
(5.9) (0.6) (3.1) Total other comprehensive income (loss) (5.9) 9.8 (8.1)
116.9 (18.7) 94.1 Net income (loss) 116.9 162.9 165.0
-------------- ------------ ------------ ------------- ----------- -------------
$ 111.0 $ (19.3) $ 91.0 Total comprehensive income (loss) $ 111.0 $ 172.7 $ 156.9
============== ============ ============ ============= =========== =============
* Prior to April 16, 2005, a valuation allowance was recorded on certain
temporary differences, resulting in no provision for income taxes on
these items. As a result of the Merger, all predecessor valuation
allowances related to other comprehensive income were eliminated through
purchase accounting adjustments
(8) PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
The Company has defined benefit retiree medical and death benefit plans
covering USWA employees who are eligible to retire under the current
labor agreements. We do not intend to provide similar retiree medical
benefits for employees who retire after the current labor agreements
expire. The Company is not required to pre-fund any benefits and expects
any benefits to be paid in 2005 to be minimal.
The Company owns a 62.3% interest in Hibbing Taconite Company (Hibbing).
The amounts included for employees at Hibbing reflect the effects of the
Medicare Prescription Drug Improvement and Modernization Act of 2003
(the "Act"). Hibbing applied the retroactive transition method under
FASB Staff Position No. 106-2 during 2004. The effect was not material
to the Company. The amounts for other employees do not reflect the
effects of the Act. We have not yet determined if the plan meets the
actuarial equivalent requirement of the Act or if we will modify the
plan. However, because the plan requires that the plan beneficiaries pay
premiums beginning in 2011 to cover any cost per capita increases after
2008, the Act is not likely to have any significant effect on our
accumulated postretirement benefit obligation nor our future net
periodic benefit costs.
10
MITTAL STEEL USA ISG INC.
Notes to Consolidated Financial Statements
(Unaudited)
($ in millions)
The obligations for pension and other postretirement benefit plans are
discounted at 5.5%. The following table presents the components of net
periodic pension and other post employment benefits costs:
NET PERIODIC PENSION:
SUCCESSOR PREDECESSOR PREDECESSOR SUCCESSOR PREDECESSOR PREDECESSOR
COMPANY COMPANY COMPANY COMPANY COMPANY COMPANY
PERIOD FROM PERIOD FROM
APRIL 16, APRIL 1, THREE PERIOD FROM PERIOD FROM
2005 2005 MONTHS APRIL 16, JANUARY 1, SIX MONTHS
THROUGH THROUGH ENDED 2005 THROUGH 2005 THROUGH ENDED
JUNE 30, APRIL 15, JUNE 30, JUNE 30, APRIL 15, JUNE 30,
2005 2005 2004 2005 2005 2004
----------- ----------- ----------- ------------ ------------ ------------
Service cost ............................... $ 0.6 $ -- $ 0.7 $ 0.6 $ 0.7 $ 1.3
Interest cost ............................. 1.2 0.2 1.2 1.2 1.6 2.4
Expected return on plan assets ............. (1.2) (0.2) (1.3) (1.2) (1.6) (2.5)
Amortizations:
Unrecognized prior service costs ......... -- 0.1 -- -- 0.1 --
Net actuarial losses ..................... -- -- (0.4) -- -- --
Amortization of net (asset) obligations .. -- -- 0.1 -- -- --
----------- ----------- ----------- ------------ ------------ ------------
Total cost ................................. $ 0.6 $ 0.1 $ 0.3 $ 0.6 $ 0.8 $ 1.2
=========== =========== =========== ============ ============ ============
OTHER POST EMPLOYMENT BENEFIT:
SUCCESSOR PREDECESSOR PREDECESSOR SUCCESSOR PREDECESSOR PREDECESSOR
COMPANY COMPANY COMPANY COMPANY COMPANY COMPANY
PERIOD FROM PERIOD FROM
APRIL 16, APRIL 1, THREE PERIOD FROM PERIOD FROM
2005 2005 MONTHS APRIL 16, JANUARY 1, SIX MONTHS
THROUGH THROUGH ENDED 2005 THROUGH 2005 THROUGH ENDED
JUNE 30, APRIL 15, JUNE 30, JUNE 30, APRIL 15, JUNE 30,
2005 2005 2004 2005 2005 2004
----------- ----------- ----------- ------------ ------------ ------------
Service cost ............................... $ 0.9 $ 0.2 $ 0.9 $ 0.9 $ 2.1 $ 1.9
Interest cost ............................. 1.9 0.2 2.0 1.9 1.5 4.1
Expected return on plan assets ............. (0.4) (0.2) (0.3) (0.4) (0.5) (0.5)
Amortizations:
Unrecognized prior service ............... -- 0.5 3.9 -- 3.6 7.3
Net actuarial losses ..................... -- 0.1 -- -- 0.9 --
Amortization of net (asset) obligations .. -- -- -- -- -- --
----------- ----------- ----------- ------------ ------------ ------------
Total cost ................................. $ 2.4 $ 0.8 $ 6.5 $ 2.4 $ 7.6 $ 12.8
=========== =========== =========== ============ ============ ============
(9) CONTINGENCIES
The Company is subject to various legal actions and contingencies in the
normal course of conducting business. The Company accrues liabilities
for such matters when a loss is probable and the amount can be
reasonably estimated. The effect of the ultimate outcome of these
matters on future results of operations and liquidity cannot be
predicted with any certainty. While the resolution of these matters may
have a material effect on the results of operations of a particular
future quarter or year, we believe that the ultimate resolution of such
matters, favorable or unfavorable, will not have a material adverse
effect on our competitive position or financial position.
11
MITTAL STEEL USA ISG INC.
Notes to Consolidated Financial Statements
(Unaudited)
($ in millions)
The Company is subject to changing and increasingly stringent
environmental laws and regulations concerning air emissions, water
discharges and waste disposal, as well as certain remediation activities
that involve the clean up of environmental media such as soils and
groundwater. If, in the future, the Company is required to investigate
and remediate any currently unknown contamination and wastes at plant
sites, the Company could be required to record additional liabilities.
Events that could trigger recording these additional liabilities are
discussed in the Predecessor Company's Annual Report filed on Form 10-K
for the year ended December 31, 2004.
The following table presents the changes in the amounts recorded for
environmental liabilities, including asset retirement obligations,
discounted at appropriate interest rates subsequent to the Merger on
April 15, 2005 and 8% prior to the Merger:
SUCCESSOR PREDECESSOR COMPANY
COMPANY ---------------------------
PERIOD FROM
APRIL 16, PERIOD FROM
2005 JANUARY 1, SIX MONTHS
THROUGH 2005 THROUGH ENDED
JUNE 30, APRIL 15, JUNE 30,
2005 2005 2004
------------ ------------ ------------
Balance - beginning of period ....................... -- $ 205.3 $ 208.4
Liabilities recognized at acquisition * ........... $ 232.7 0.8 11.9
Accretion and changes in estimates and timing of
spending ......................................... 2.3 2.2 7.4
Liabilities related to properties sold ............ -- (0.2) (7.9)
Spending for remediation .......................... (3.2) (5.4) (5.0)
------------ ------------ ------------
Total ** ........................................ 231.8 202.7 214.8
Amount included in other current liabilities - end
of period .......................................... (45.2) (40.4) (33.8)
------------ ------------ ------------
Long term balance - end of period ................... $ 186.6 $ 162.3 $ 181.0
============ ============ ============
* Successor company reflects increase in environmental liability as of the
date of the Merger due to change in discount rate based on market
interest rates at the date of acquisition. Predecessor company includes
a $6.9 reduction in the first quarter of 2004 to amounts previously
recorded in the Bethlehem acquisition as a result of additional
information and analysis obtained during the period.
**The aggregate undiscounted amount of the environmental liabilities,
including asset retirement obligations, is $368.6 at June 30, 2005.
(10) RELATED PARTY TRANSACTIONS
The Company was charged $7.5 by Mittal Steel for the period ended June
30, 2005 for management, financial and legal services provided to the
Company. The Company purchased $8.1 of inventory from subsidiaries of
Mittal Steel during the period ended June 30, 2005. The Company sold
$25.6 of inventory to subsidiaries of Mittal Steel during the period
ended June 30, 2005.
The Company's long term debt due to related companies of $1,700 as of
June 30, 2005 is payable to Mittal Steel US Finance LLC, a wholly owned
subsidiary of Mittal Steel. The accrued interest on the long term debt
was $12.9 as of June 30, 2005.
On April 27, 2005, the Company repaid $325 of the $425 promissory note
payable to Mittal Steel Holdings N.V. An additional $53 payment was made
on April 25, 2005 by Park Acquisition Corporation. A new promissory note
payable was issued to Mittal Steel Holdings N.V. on May 20, 2005 for the
remaining $47 balance which was repaid by the Company on June 20, 2005.
Interest expense of $0.5 related to these promissory notes was paid for
the period ended June 30, 2005.
On June 29, 2005, the Company, as lender, entered into a note receivable
with Mittal Steel Holdings N.V. for $250. The note is due on
October 28, 2005 with interest at 3.597%.
The Company's net payable to related companies was $27.5 at June 30,
2005 which consists of trade and other related party expenses.
12
MITTAL STEEL USA ISG INC.
Notes to Consolidated Financial Statements
(Unaudited)
($ in millions)
(11) SUBSEQUENT EVENTS
On July 14, 2005, the Company repurchased $100 aggregate principal
amount of its 6.50% Notes due April 15, 2014 pursuant to a single
negotiated purchase transaction. The Notes were acquired at a purchase
price of 99.625% of their aggregate principal amount, plus accrued
interest, and will be cancelled by the Company. The Company funded the
purchase of the Notes with cash on hand.
On July 21, 2005, Mittal Steel Holdings N.V. repaid the $250 note
receivable.
On July 29, 2005, Ispat Inland, Inc. borrowed $150 from Mittal Steel USA
ISG, Inc. under a subordinated note agreement between the two related
companies. The note is due on July 20, 2010 with interest at 120% of the
applicable monthly federal rates as published by the Internal Revenue
Service.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The Company and its representatives may from time to time make
forward-looking statements in reports filed with the Securities and Exchange
Commission, reports to stockholders, press releases, other written documents and
oral presentations. These forward-looking statements may be identified by the
use of predictive, future-tense or forward-looking terminology, such as
"believes," "anticipates," "expects," "estimates," "intends," "may," "will" or
similar terms. These statements speak only as of the date of such statements and
the Company will undertake no ongoing obligation, other than that imposed by
law, to update these statements. These statements appear in a number of places
in this report and include statements regarding the Company's intent, belief or
current expectations of its directors, officers or advisors with respect to,
among other things:
. trends affecting the Company's financial condition, results of
operations or future prospects;
. business and growth strategies;
. operating culture and philosophy; and
. financing plans and forecasts.
Any such forward-looking statements are not guarantees of future
performance and involve significant risks and uncertainties, and actual results
may differ materially from those contained in the forward-looking statements as
a result of various factors, some of which are unknown. The factors that could
adversely affect the Company's actual results and performance include, without
limitation:
. negative overall economic conditions or conditions in the
markets served;
. competition within the steel industry;
. legislation or regulatory changes including changes in U.S. or
foreign trade policy affecting steel imports or exports;
. changes in foreign currencies affecting the strength of the U.S.
dollar;
. actions by domestic and foreign competitors;
. the inability to achieve our anticipated growth objectives;
. changes in availability or cost of raw materials, energy or
other supplies;
. labor issues affecting the Company's workforce or the steel
industry generally; and
. the extent to which the management of Mittal Steel and the
Company is successful integrating and managing the operations of
the Company with the rest of Mittal Steel.
RECENT DEVELOPMENTS
In October 2004, Mittal Steel, Park Acquisition Corp., a wholly owned
subsidiary of Mittal Steel, and International Steel Group (ISG) entered into a
merger agreement pursuant to which ISG ("Predecessor Company") would merge (the
Merger) with Park Acquisition and become a wholly owned subsidiary of Mittal
Steel. The Merger was approved by the shareholders of ISG and Mittal Steel on
April 12, 2005 and was completed on April 15, 2005. ISG was renamed Mittal Steel
USA ISG Inc. ("Sucessor Company", the "Company") on April 15, 2005. In
connection with the Merger, ISG's former stockholders received in the aggregate
approximately $2,100 million and approximately 60,892,000 Mittal Steel Class A
common shares. Pursuant to the Merger, the Predecessor Company no longer has a
class of equity securities registered under the Securities Exchange Act of 1934.
14
The capital structure and accounting basis of the assets and liabilities
of the Company as of April 16, 2005 and thereafter differ from those of the
Predecessor Company in prior periods as a result of the Merger. Financial data
of the Predecessor Company for periods prior to April 16, 2005 are presented on
a historical cost basis. Financial data of the Company as of April 16, 2005 and
thereafter reflect the Merger under the purchase method of accounting, under
which the purchase price has been allocated to assets acquired and liabilities
assumed based upon their estimated fair values with information currently
available. Appraisals of long-lived assets and identifiable intangible assets
are currently underway and will be completed at various times within the next
twelve months. The amounts are subject to adjustment based on the completion of
the valuations and appraisals. We are also evaluating information relating to
certain liabilities. Accordingly, the preliminary purchase price allocation is
subject to revision.
CONSOLIDATED RESULTS OF OPERATIONS FOR THE QUARTERS AND HALF YEARS ENDED
JUNE 30, 2005 AND 2004
To facilitate the discussion below of the three and six month periods
ended June 30, 2005 against the results of operations for the same time periods
in 2004, the historical operations of the Sucessor Company and the Predecessor
Company have been combined.
THREE MONTHS THREE MONTHS
ENDED ENDED FIRST HALF FIRST HALF
($ in millions) JUNE 30, 2005 JUNE 30, 2004 JUNE 30, 2005 JUNE 30, 2004
-------------------------------------------------- -------------- -------------- -------------- --------------
Net sales ........................................ $ 2,407.0 $ 2,083.8 $ 5,066.6 $ 3,854.1
Costs and expenses:
Cost of sales .................................. 2,062.2 1,861.2 4,317.5 3,467.5
Marketing, administrative, and other expenses .. 139.4 60.6 212.0 109.3
Depreciation and amortization .................. 42.1 32.5 83.4 61.3
-------------- -------------- -------------- --------------
Total costs and expenses ......................... 2,243.7 1,954.3 4,612.9 3,638.1
Income from operations ........................... 163.3 129.5 453.7 216.0
Gain on sale of assets ........................... (0.2) -- (9.8) --
Interest and other financing expense, net ........ 25.7 24.5 36.5 34.9
-------------- -------------- -------------- --------------
Income before income taxes ....................... 137.8 105.0 427.0 181.1
Provision for income taxes ....................... 39.6 10.9 147.2 16.1
-------------- -------------- -------------- --------------
Net income ....................................... $ 98.2 $ 94.1 $ 279.8 $ 165.0
============== ============== ============== ==============
The table below shows shipments by product and certain other data for
the periods shown.
Second Quarter First Half
----------------------- -----------------------
2005 2004 2005 2004
---------- ---------- ---------- ----------
Hot Rolled ................................ 37% 41% 40% 41%
Cold Rolled ............................... 16 19 16 20
Coated .................................... 23 22 22 22
Plate ..................................... 11 10 10 10
Tin Plate ................................. 7 5 7 4
Rail and other ............................ 6 3 5 3
Net sales (dollars in millions) ........... $ 2,407.0 $ 2,083.8 $ 5,066.6 $ 3,854.1
Average net sales per ton shipped ......... $ 689 $ 546 $ 685 $ 502
Shipments (tons in thousands) ............. 3,494 3,814 7,400 7,676
Raw steel production (tons in thousands) .. 3,285 4,333 8,036 8,381
15
For the second quarter 2005, which includes the Predecessor Company, we
reported net income of $98.2 million on net sales of $2,407.0 million and
shipments of 3,494,000 net tons, compared to net income of $94.1 million on net
sales of $2,083.8 million and shipments of 3,814,000 net tons in the second
quarter 2004. Shipments were lower due to weaker market demand precipitated by
high customer inventory levels. Our average net sales per ton shipped was $689
for the second quarter 2005 compared to $546 in the second quarter 2004. The
increase in realized prices was due to higher contract and spot prices and an
improvement in mix due to a lower percent of hot rolled shipments.
For the first half 2005, which includes the Predecessor Company, we
reported net income of $279.8 million on net sales of $5,066.6 million and
shipments of 7,400,000 net tons, compared to net income of $165.0 million on net
sales of $3,854.1 million and shipments of 7,676,000 net tons in the first half
2004. Our average net sales per ton shipped was $685 for the first half 2005
compared to $502 in the first half 2004. The increase in realized prices was due
to higher contract and spot prices as well as an improvement in mix due to an
increase in tin shipments
Cost of sales for the second quarter 2005 and first half 2005 were
higher than the comparable 2004 periods reflecting lower operating rates, higher
raw material (primarily coke, coal and iron ore), natural gas, and labor costs.
Labor costs were higher due to variable compensation costs including hourly
profit sharing and required contributions to the United Steelworkers (USW) and
Independent Steelworkers Union (ISU) VEBA welfare benefit trusts. The inventory
step-up to fair value under purchase accounting also increased costs during the
quarter. This was offset by net accretion of purchased intangibles or contract
amortization, specifically contracts that were above or below market rates at
the date of acquisition.
Marketing, administrative and other costs are higher in the second
quarter 2005 and first half 2005 compared to the same periods in the prior year
due primarily to stock options, severance and bonuses to former officers of ISG
in connection with the Merger of $64.0 million as well as for transaction
success fees to investment bankers.
Net financing expense for the second quarter 2005 and first half 2005
increased because of higher average debt outstanding including the $1,700
million intercompany term loans with Mittal Steel US Finance LLC, a wholly owned
subsidiary of Mittal Steel. The intercompany borrowings were entered into as
part of the financing arrangements previously announced by Mittal Steel to pay
for the cash portion of the Merger consideration paid to former stockholders of
the Company in conjunction with the recently completed Merger. Depreciation
expense also increased due to the write up to fair value of assets under
purchase accounting.
Based on our second quarter pretax income and forecasted pretax income
for the year 2005, we expect to pay income taxes for the year after recognizing
temporary differences that arise during the year and the benefit of NOL
carryforwards available. The net effect of these items results in an estimated
effective income tax rate for 2005 of 37.4%. This rate is then applied to our
quarterly operating results. In the event that there is a significant unusual or
one-time item, the tax attributable to that item would be separately calculated
and recorded at the same time as the discrete item. On June 30, 2005, the State
of Ohio enacted new tax legislation that creates a new Commercial Activity Tax
("CAT") that computes taxes based on qualifying "taxable gross receipts". The
CAT is effective July 1, 2005 and replaces the Ohio income-based franchise tax
and personal property tax. The CAT is phased-in while the current franchise tax
is phased-out over a five-year period. We consider the phase out of Ohio's
Income Franchise Tax in 2005 to be an unusual or one-time item and income tax
expense is reduced by the phase out of the Ohio income tax by approximately
$19.5 million reducing the effective tax rate to 28.7% for the quarter on a
combined basis. This compares to the 10.4% effective tax rate that was recorded
in the second quarter 2004 and the 8.9% rate for the first half 2004 which was
impacted by the recognition of the tax benefit of certain temporary differences
which had previously been offset by a valuation allowance at December 31, 2003.
LIQUIDITY
Prior to the Merger, we defined liquidity as our cash position and
remaining availability under revolving credit facilities. At December 31, 2004,
ISG had liquidity of $848.1 million consisting of cash of $606.7 million and
$241.4 million of available borrowing capacity under the revolving credit
facility. In conjunction with the completion of the Merger of the Company and
Mittal Steel on April 15, 2005, this revolving credit facility was terminated.
Cash at June 30, 2005 was $109.0 million. We expect to generate sufficient cash
from operations to fund our capital expenditures. We may, however, seek
additional liquidity through borrowings from our parent or it's affiliates or
through other means.
16
Cash decreased for the period April 16, 2005 through June 30, 2005 by
$656.9 million. Cash provided by operating activities was $26.0 million due to
changes in working capital and Merger related payments. Inventory and
receivables declined as we reduced raw steel production in response to weaker
demand. Payments of $163.0 million were made to former ISG officers for stock
options, severance and bonuses as well as $26.0 million to investment bankers
for transaction success fees.
Cash flows from financing activities was $1,443.5 million as the Company
borrowed on the term loan facilities in the amount of $1,700 million and a
promissory note in the amount of $425 million. These inter company borrowings
were entered into as part of the financing arrangements to pay for the cash
portion of the Merger consideration paid to former stockholders of ISG. The
Company repaid $371.7 million on the promissory note and transferred $250
million to Mittal Steel Holdings N.V. under a note receivable agreement during
the period.
Subsequent Events
On July 14, 2005, the Company repurchased $100 million aggregrate
principal amount of its 6.50% Notes due April 15, 2014 pursuant to a single
negotiated purchase transaction. The Notes were acquired at a purchase price of
99.625% of their aggregate principal amount, plus accrued interest, and will be
cancelled by the Company. The Company funded the purchase of the Notes with cash
on hand.
On July 21, 2005, Mittal Steel Holdings N.V. repaid the $250 million
note receivable.
On July 29, 2005, Ispat Inland, Inc. borrowed $150 million from Mittal
Steel USA ISG, Inc. under a subordinated note agreement between the two related
companies. The note is due on July 20, 2010 with interest at 120% of the
applicable monthly federal rates as published by the Internal Revenue Service
17
ITEM 4. CONTROLS AND PROCEDURES
In our Annual Report on Form 10-K, we had identified the following three
material weaknesses in internal control over financial reporting.
. Deficiencies in policies and procedures relating to the inadequate
review of information associated with the accumulation of various costs
incurred for raw material, semi-finished and finished inventories,
including the accounting for inter-company profit and inclusion of all
appropriate costs in ending inventory balances. These deficiencies could
result in material errors in the Company's accounting for inventories
and cost of sales.
. Deficiencies in policies and procedures associated with a lack of access
controls and security of certain computer systems, including electronic
spreadsheets used in the compilation and presentation of the Company's
financial information, which could result in material errors in a
significant number of account balances and disclosures due to a lack of
integrity of the data used in preparing the Company's consolidated
financial statements.
. Deficiencies in policies and procedures associated with the Company's
fraud risk prevention controls related to adequate segregation of duties
in the recording of revenue and the related accounts receivable,
including verification of customer invoice pricing and approval of
credit memos, which could result in material errors in the Company's
accounting for revenue transactions and related accounts receivable.
As a result of the aforementioned material weaknesses, the Company
concluded that the Company's system of internal control over financial reporting
was not effective as of December 31, 2004.
In connection with the completion of the Merger during the second
quarter, the entire former executive officer team, excluding the General
Counsel, left the Company. These and other personnel departures, together with
the added requirement of purchase accounting to record the Merger transaction,
completion of a closing audit for the April 15, 2005 period and transition into
the Mittal Steel consolidated reporting group, impeded our ability to make
further progress towards resolving these deficiencies during the second quarter.
Because of its inherent limitations, a system of internal control over
financial reporting can provide only reasonable assurance and may not prevent or
detect misstatements. Further, because of changes in conditions, effectiveness
of internal controls over financial reporting may vary over time.
Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we conducted
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (Exchange Act) as of June 30, 2005 (Evaluation
Date).
In preparing our Exchange Act filings, we utilized processes and
procedures to provide reasonable assurance that information relating to the
Company that was required to be disclosed in such filings was recorded,
processed, summarized and reported within the time periods specified by
applicable SEC rules and was accumulated and communicated to the Company's
management as appropriate to allow timely decisions regarding required
disclosure. These processes and procedures are designed to, among other things,
mitigate the effect of the aforementioned material weaknesses in our internal
control over financial reporting on information relating to the Company that is
required to be disclosed in our Exchange Act filings. Our management and
accounting staff has devoted significant time and attention in support of these
efforts in addition to substantial involvement of accounting resources from
other Mittal Steel subsidiaries.
We believe that these efforts and additional resources, which are
encompassed in our current disclosure controls, mitigated the potential effect
of the identified material weaknesses in internal control over financial
reporting on the disclosure that was ultimately included in our Exchange Act
filings. As a result of these disclosure controls, we believe, and our chief
executive officer and chief financial officer have certified to their knowledge
that, this quarterly report on form 10-Q does not contain any untrue statements
of material fact or omit to state any material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered in this report.
18
There may be deemed to be an inconsistency between our conclusion as to
material weaknesses in our internal control over financial reporting and our
view as to our disclosure controls. However, as explained above, based on their
evaluation of our disclosure controls and procedures, our chief executive
officer and chief financial officer concluded as of the Evaluation Date that our
disclosure controls and procedures were effective such that the information
relating to the Company and its consolidated subsidiaries required to be
disclosed in Exchange Act filings is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms, and is
accumulated and communicated to the Company's management, including our chief
executive officer and chief financial officer, as appropriate to allow timely
decisions regarding this disclosure. Our chief executive officer and chief
financial officer reached this conclusion notwithstanding the existence of
material weaknesses in the Company's internal control over financial reporting,
because they believe that the processes and procedures described above mitigated
the potential effect of the identified material weaknesses in internal control
over financial reporting on the Company's disclosure controls and procedures. We
note that the scope of, and interrelation between, disclosure controls and
internal control over financial reporting is not yet well defined by law,
regulation or interpretation. We believe that there are significant differences
between disclosure controls and procedures and internal control over financial
reporting. If, however, disclosure controls and procedures and internal control
over financial reporting are ultimately determined to effect substantially the
same standard under these circumstances, then in such case, the Company's
disclosure controls and procedures also would have been ineffective as of the
Evaluation Date for the same reasons that we have concluded that the Company's
system of internal control over financial reporting was not effective as of the
Evaluation Date.
While our efforts to address the deficiencies in our internal control
over financial reporting are continuing, there have been no changes in our
internal control over financial reporting during the period covered that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
Environmental Matters
The Company's operations are subject to a broad range of laws and
regulations relating to the protection of human health and the environment. The
prior owners of the Company's facilities expended in the past, and the Company
expects to expend in the future, substantial amounts to achieve or maintain
ongoing compliance with U.S. federal, state, and local laws and regulations,
including the Resource Conservation and Recovery Act (RCRA), the Clean Air Act,
and the Clean Water Act. These environmental expenditures are not projected to
have a material adverse effect on the Company's consolidated financial position
or on the Company's competitive position with respect to other similarly
situated U.S. steelmakers subject to the same environmental requirements.
RCRA and other remediation matters
Under RCRA and similar U.S. state programs, the owners of certain
facilities that manage hazardous wastes are required to investigate and, if
appropriate, remediate historic environmental contamination found at such
facilities. All of the Company's major operating and inactive facilities are or
may be subject to a corrective action program or other laws and regulations
relating to environmental remediation, including projects relating to the
reclamation of industrial properties, also known as brownfield projects.
At the Company's properties in Lackawanna, New York, a RCRA Facility
Investigation (RFI) is complete. A report was submitted to the U.S.
Environmental Protection Agency (EPA), and the New York State Department of
Environmental Conservation (NYDEC), for approval on December 17, 2004. NYDEC and
the Company executed an order on consent to perform interim corrective measures
at the former benzol storage tank area. This order was executed on November 26,
2004. The Company and NYDEC will be discussing additional corrective measures
following the agency's review of the site RFI. The Company has estimated that
the undiscounted future cost of performing anticipated remediation and post
remediation activities will be about $66 million and will be completed over a
period of 15 years or more. The estimate is based on the extent of soil and
groundwater contamination identified by the RFI and likely remedial alternative;
including excavation and consolidation of containments in an on-site landfill
and continuation of a benzol groundwater pump and treat system.
19
Bethlehem Steel Corporation, the U.S. EPA and the Maryland Department of
the Environment agreed to a phased RFI as part of a comprehensive multimedia
pollution consent decree with respect to the Company's Sparrows Point, Maryland
facility, which was entered by the U.S. District Court for Maryland on October
8, 1997. The Company has assumed Bethlehem's ongoing obligations under the
consent decree. The consent decree requires the Company to address compliance,
closure and post-closure care matters and implement corrective measures
associated with two onsite landfills (Gray's Landfill and Coke Point Landfill),
perform a site-wide investigation required by Section 3008(h) of RCRA, continue
the operation and maintenance of a remediation system at an idle rod and wire
mill, and address several pollution prevention items, such as, reducing the
generation of iron kish, and recycling blast furnace water treatment slurry and
an onsite wastewater treatment plant sludge. The potential costs, as well as the
time frame for the complete implementation of possible remediation activities at
Sparrows Point, cannot be reasonably estimated until more of the investigations
required by the decree have been completed and the data analyzed.
Notwithstanding the above, it is probable, based on currently available data,
that remediation will be required at the former coke plant. In addition,
pursuant to the order of the U.S. District Court for Maryland, the Company also
must implement corrective measures at the Gray's Landfill and Coke Point
Landfill and post-closure care at the former Rod and Wire Mill Area. The total
undiscounted cost of these related matters is estimated to be approximately $43
million.
The Company is required to prevent acid mine drainage from discharging
to surface waters at closed mining operations in southwestern Pennsylvania. The
Company entered into a Consent Order and Agreement with the Pennsylvania
Department of Environmental Protection (PaDEP) in May 2003 addressing the
transfer of required permits from Bethlehem to the Company and financial
assurance for long-term operation and maintenance of the wastewater treatment
facilities associated with these mines. As required by this Consent Order and
Agreement, the Company submitted an Operational Improvement Plan to improve
treatment facility operations and lower long-term wastewater treatment costs.
The Consent Order and Agreement also required the Company to propose a long-term
financial assurance mechanism. PaDEP approved the Company's cost reduction plan.
On May 9, 2004, the Company entered into a revised Consent Order and Agreement
outlining a schedule for implementation of capital improvements and requiring
the establishment of a treatment trust that the PaDEP has estimated to be the
net present value of all future treatment cost. The Company expects to fund the
treatment trust over a period of up to 10 years at a current target value of
approximately $20 million. Until the improvements are made and the treatment
trust is fully funded, the Company expects to spend about $1 to $2 million per
year for the operation of treatment plants for acid mine drainage from these
closed mines. After the treatment trust is fully funded, the treatment trust
will then be utilized to fund the cost of treatment of acid mine drainage.
Although remote, the Company could be required to make up any deficiency in the
treatment trust in the future.
The Company owns a large former integrated steelmaking site in
Johnstown, Pennsylvania. The site has been razed and there are a number of
historic waste disposal units, including solid and hazardous waste landfills
located at the site that are subject to closure and other regulation by PaDEP.
There are also historic steel and coke-making operating locations at the
Johnstown site that may have caused groundwater contamination. Although
potentially subject to RCRA corrective action or similar state authority, no
comprehensive environmental investigations have been performed at this site to
date. The Company estimates that the undiscounted costs associated with future
landfill closure, site investigations and probable remediation at this facility
that presently can be estimated to be approximately $21 million.
The Company's facility at Indiana Harbor, Indiana is subject to a U.S.
EPA 3013 Administrative Order investigation plan to assess soil and groundwater
conditions associated with 14 solid waste management units approved on January
12, 2005. Although localized remediation activities have been conducted at this
facility, additional remediation may be required after the investigation of
these solid waste management units has been completed. It is not possible to
estimate the cost of required remediation or monitoring, if any, that may result
from this investigation at this time. An area of subsurface fuel oil
contamination exists and is currently the subject of remediation actions. The
U.S. EPA and the Company are discussing a draft administrative order with
respect to the oil issue. In addition, a solid waste landfill at Indiana Harbor
will require closure via an engineered capping system and post-closure care
including groundwater monitoring. The total estimated undiscounted cost related
to these matters that can presently be estimated is approximately $15 million.
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At the Company's Burns Harbor, Indiana facility, an RFI was completed in
accordance with a U.S. EPA approved work plan. Based on the results of the
investigation, the Company does not believe there will be any substantial
remediation required to complete the corrective action process at the facility;
however, it is likely that the Company will incur future costs primarily related
to long term post-closure care including groundwater monitoring. In addition,
Bethlehem managed approximately one million net tons of air pollution control
dusts and sludges in piles on the ground at the Burns Harbor site. While an
alternative means of handling this material continues to be evaluated, it is
probable that the Company will incur future costs to manage this material. The
Company also has a continuing obligation pursuant to a consent order issued by
the U.S. District Court in Indiana to operate a collection and treatment system
to control contaminated groundwater seeps from the face of a dock wall at the
site. The total undiscounted costs related to these matters are estimated to be
approximately $22 million.
The Company's Cleveland, Ohio facilities may be subject to RCRA
corrective action or remediation under other environmental statutes. An
integrated steel facility has operated on the property since the early part of
the 20th century. As a result, soil and groundwater contamination may exist that
might require remediation pursuant to the RCRA corrective action program or
similar state programs. No RCRA corrective action has been demanded at any of
the Cleveland facilities by either U.S. federal or state authorities and no
comprehensive investigation of any of the facilities has been performed.
However, certain limited and localized remediation activities have been or will
be conducted at these sites. These remediation activities include a large
permitted solid waste landfill at the site that will require installation of an
engineered capping system for closure and post-closure care including
groundwater monitoring in the future. The undiscounted cost of closure and
post-closure care for this landfill is estimated to be approximately $13
million.
The Company's Weirton, West Virginia facility has been subject to a RCRA
corrective action related consent decree since 1996. The Order requires the
facility to conduct investigative activities to determine the nature and extent
of hazardous substances that may be located on the facility's property and to
evaluate and propose corrective measures needed to abate unacceptable risks.
Areas within the facility's property have been prioritized. Investigation of the
two highest priority areas has been completed. Investigation of the remaining
areas and some remediation is underway. In addition, the Company is required to
excavate and dispose off-site contaminates as closure of a surface impoundment
pursuant to the RCRA corrective action and a 1996 consent decree. The Company is
in communication with the U.S. EPA and West Virginia Department of Environmental
Protection regarding other potential RCRA concerns at the site. The undiscounted
cost of investigative and closure activities at the site are estimated to be
about $12 million.
At a site of the former steelmaking facilities in Bethlehem,
Pennsylvania, in lieu of a RCRA corrective action program, a remedial
investigation is being performed pursuant to the Pennsylvania Land Recycling
(Brownfield) Program in conjunction with comprehensive redevelopment plans.
These investigations are continuing to be performed with input and oversight
from both the PaDEP, and the EPA Region III corrective action staff to ensure
that the actions taken are acceptable to both state and federal regulatory
authorities. The majority of the site was sold by the Company during 2004. Under
the sales agreement, the buyers assumed financial responsibility for
environmental obligations on the acquired and certain associated properties and
purchased an insurance policy sufficient to cover certain remediation risk. The
Company is named as a beneficiary to the insurance policy. The undiscounted cost
associated with anticipated environmental remediation actions on property the
Company continues to own is estimated to be about $4 million.
The Company's facility at Riverdale, Illinois may be subject to RCRA
corrective action or remediation under other environmental statutes. The
facility has produced steel since the early part of the 20th century. As a
result, soil and groundwater contamination may exist that might require
remediation under the RCRA corrective action program or similar state programs.
Certain localized remediation activities have been conducted at this facility;
however, there is no present U.S. federal or state demand for a RCRA corrective
action program at the facility. No comprehensive environmental investigation of
the facility has been performed.
Clean Air Act
The Company's facilities are subject to a variety of permitting
requirements under the Clean Air Act that restricts the type and amount of air
pollutants that may be emitted from regulated emission sources. On February 28,
2003, the U.S. EPA issued a final rule to reduce hazardous air pollutant (HAP)
emissions from integrated iron and steel manufacturing facilities. The final
rule will require affected facilities to meet standards reflecting the
application of maximum achievable control technology (MACT), standards. Many of
the Company's facilities are subject to the new MACT standards, and compliance
with such standards will be required starting May 20, 2006. The Company
anticipates installing controls at facilities to comply with the new MACT
standards with capital expenditures of about $120 million through 2006.
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Other Clean Air Act requirements, such as revisions to national ambient
air quality standards for ozone and particulate matter, may have significant
impacts on the Company in the future, although whether and how it will be
affected will not be determined for many years. The Company also may be affected
if the U.S. federal government or the states in which it operates begin to
regulate emissions of greenhouse gases such as carbon dioxide. However, because
the Company cannot predict what requirements will be imposed on it or the timing
of such requirements, it is unable to evaluate the ultimate future cost of
compliance with respect to these potential developments.
Clean Water Act
The Company's facilities also are subject to a variety of permitting
requirements under the Clean Water Act, which restricts the type and amount of
pollutants that may be discharged from regulatory sources into receiving bodies
of waters, such as rivers, lakes and oceans. On October 17, 2002, the U.S. EPA
issued regulations that require existing wastewater dischargers to comply with
new effluent limitations. Several of the Company's facilities are subject to the
new regulations, and compliance with such regulations will be required as new
discharge permits are issued for continued operation.
The Company's Weirton facility will be subject to stipulated penalties
for national pollution discharge elimination system permit excursions under a
1996 Multimedia Consent Decree. At June 30, 2005, the Company has accrued
$364,000 for probable penalties related to such excursions in 2004 since the
facility was acquired. However it is possible that additional penalties may be
sought but such penalties are not expected to be material.
Other
The Company anticipates spending approximately $48 million over the next
40 years, including $11 million during the next twelve months, to address the
removal and disposal of PCB equipment and asbestos material encountered during
the operation of our facilities.
There are a number of other facilities and properties, which the Company
owns across the United States, which may present incidental environmental
liabilities. The majority of these sites were formed pipe coating operations
which may have impacted soils or groundwater. The estimated cost of future
investigations and probable remediation at these sites is estimated to be about
$12 million.
In addition to the above matters, the Company receives notices of
violation relating to minor environmental matters from time to time in the
ordinary course of business. The Company does not expect any material unrecorded
reclamation requirements, fines or penalties to arise from these items and none
of these involve potential individual monetary sanctions in excess of $100,000.
ITEM 6. EXHIBITS
Exhibit
Number Description of Document
------- ----------------------------------------------------------------------
31.1 Certification by the Chief Executive Officer pursuant to Rules
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2 Certification by the Chief Financial Officer pursuant to Rules
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
22
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MITTAL STEEL USA ISG INC.
Date: August 16, 2005 /s/ Bhikam C. Agarwal
-------------------------
By: Bhikam C. Agarwal
Chief Financial Officer
Mittal Steel USA ISG Inc.
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