ISPAT INLAND INC - 10-Q Quarterly Report

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THIRD QUARTER - 2004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE PERIOD ENDED SEPTEMBER 30, 2004

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE TRANSITION PERIOD FROM ______ TO ______

COMMISSION FILE NUMBER 1-2438
I.R.S. EMPLOYER IDENTIFICATION NUMBER 36-1262880

ISPAT INLAND INC.
(a Delaware Corporation)

3210 Watling Street
East Chicago, Indiana 46312
Telephone: (219) 399-1200

Registrant meets the conditions set forth in General Instruction H(1)(a) and (b)
of Form 10-Q and is therefore filing this Form with the reduced disclosure
format.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _x_ No ___

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes ___ No _x_

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 100 shares of the Company's
Common Stock ($.01 par value per share) were outstanding as of November 10,
2004.

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ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
INDEX

1

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN MILLIONS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(DOLLARS IN MILLIONS)

See notes to unaudited condensed consolidated financial statements

2

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN MILLIONS)

See notes to unaudited condensed consolidated financial statements

3

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(DOLLARS IN MILLIONS)

See notes to unaudited condensed consolidated financial statements

4

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The condensed consolidated financial statements of Ispat Inland Inc. (the
"Company") are unaudited, but in the opinion of management, contain all
adjustments necessary to present fairly the financial position and results of
operations and cash flows for the periods presented. All significant
intercompany accounts and transactions have been eliminated. These financial
statements should be read in conjunction with the financial statements and
related notes contained in the Annual Report on Form 10-K for the year ended
December 31, 2003, which will be restated as described in Footnote 15.

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.

STOCK OPTION PLAN

In 1999, Ispat International N.V. ("Ispat") established the Ispat International
N.V. Global Stock Option Plan (the "Ispat Plan"). Under the terms of the Ispat
Plan, Ispat may grant options to senior management of Ispat and its affiliates
for up to 6,000,000 shares of common stock. The exercise price of each option
equals not less than the fair market value of Ispat stock on the date of grant,
and an option's maximum term is 10 years. Options are granted at the discretion
of the Ispat Board of Director's Plan Administration Committee or its delegate.
The options vest either ratably upon each of the first three anniversaries of
the grant date or upon the death, disability or retirement of the participant.
Prior to 2003, the Company, which participates in the Ispat Plan, accounted for
stock options under the recognition and measurement provisions of Accounting
Principle Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
Employees," and related Interpretations.

Effective January 1, 2003, the Company adopted the fair value recognition
provisions of Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), prospectively to all
employee awards granted, modified, or settled after January 1, 2003. This
prospective adoption of the fair value provisions of SFAS 123 is in accordance
with the transitional provisions of SFAS No. 148, "Accounting for Stock-Based
Compensation" ("SFAS 148") issued in December 2002 for recognizing compensation
cost of stock options. There were no stock options granted, modified or settled
during 2003 or during the nine months ended September 30, 2004 and accordingly,
no compensation expense has been recognized in 2003 and the nine months ended
September 30, 2004.

SFAS 148 also requires that if awards of stock-based employee compensation were
outstanding and accounted for under the intrinsic value method of Opinion 25 for
any period in which an income statement is presented, a tabular presentation is
required as follows:

5

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2003, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 132 (revised December 2003) (SFAS No. 132R), "Employers' Disclosures about
Pensions and Other Postretirement Benefits" to revise employers' disclosures
about pension plans and other postretirement benefit plans. It does not change
the measurement or recognition of those plans required by FASB Statements No.
87, "Employers' Accounting for Pensions", No. 88, "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits", and No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions". This Statement retains the disclosure
requirements contained in SFAS No. 132, "Employers' Disclosures about Pensions
and Other Postretirement Benefits", which it replaces. Additional disclosures
include information describing the types of plan assets, investment strategy,
measurement date, plan obligations, cash flows, and components of net periodic
benefit cost recognized during interim periods. SFAS No. 132R was effective for
financial statements with fiscal years ending after December 15, 2003. The
interim-period disclosures required by this Statement are effective for interim
periods beginning after December 15, 2003. The Company adopted the disclosure
requirements of SFAS No. 132R in December 2003.

In May 2004, the FASB issued FASB Staff Position ("FSP") No. 106-2, "Accounting
and Disclosure Requirements Related to the Medicare Prescription Drug,
Improvement and Modernization Act of 2003". This FSP supersedes FSP No. 106-1,
"Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003" which was issued by the FASB in
January 2004. FSP No. 106-2 provides specific guidance on accounting for the
effects of the Act for employers sponsoring post-retirement health care plans
that provide certain prescription drug benefits. Additionally, this guidance
allows companies who elected to follow the deferral provisions of FSP No. 106-1,
and whose prescription drug benefit plans are actuarially equivalent to the
benefit to be provided under Medicare Part D, to either reflect the effects of
the federal subsidy to be provided by the Act in their financial statements on a
prospective basis or a retroactive basis.

The Company determined that the prescription drug benefit provided by the
Company's post-retirement benefit plan as of the date of the Act's enactment was
at least actuarially equivalent to those of Medicare Part D and, accordingly,
the Company will be entitled to the federal subsidy when it begins in calendar
year 2006. On July 1, 2004, the Company adopted the provisions of FSP No. 106-2,
and applied these provisions on a retroactive basis effective January 1, 2004.
The Company calculated the effect of the Medicare subsidy on its APBO as of
December 8, 2003, the date of the Act's enactment (all other actuarial
assumptions determined as of November 30, 2003 were not changed). Based on this
calculation, the Company recognized the effects of the Medicare subsidy on its
net periodic post-retirement benefit costs which reduced this expense and
improved earnings by $1.7 million and $4.7 million for the three and nine months
ended September 30, 2004, respectively (refer to Note 5 - Retirement Benefits).
Additionally, the accumulated postretirement benefit obligation was also reduced
to $837.9 million from $906.9 million as a result of this subsidy.

6

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 - INVENTORIES

Inventories consist of the following:

NOTE 3 - DEBT

PRIOR DEBT

In connection with the financing of the acquisition of Ispat Inland, an
affiliate of the Company and wholly owned indirect subsidiary of Ispat
International N.V. ("Ispat"), Ispat Inland, L.P. (the "Borrower"), entered into
a Credit Agreement dated July 16, 1998, as amended (the "Credit Agreement") for
a senior secured term credit facility and letter of credit with a syndicate of
financial institutions for whom Credit Suisse First Boston was the agent (the
"Agent"). The Credit Agreement consisted of a $350 million Tranche B Term Loan
due July 16, 2005 (the "Tranche B Loan"), a $350 million Tranche C Term Loan due
July 16, 2006 (the "Tranche C Loan" and together with the Tranche B Loan, the
"Term Loans") and a $160 million letter of credit that expired on July 9, 2003
(the "LC" and together with the Term Loans, the "Facilities"). The LC was
provided in favor of the Pension Benefit Guarantee Corporation ("PBGC") pursuant
to a preliminary agreement the Company entered into with the PBGC in 1998 that
was subsequently formalized in 2000 (the "PBGC Agreement") to provide certain
financial assurances with respect to the Company's pension plan obligations. In
July 2003, the Company reached an agreement with the PBGC regarding alternative
security for the maturing letter of credit. The LC was allowed to expire, and in
its place, the Company agreed to contribute $160 million over the next two years
and pay 50% of excess cash flows as defined in the agreement with the PBGC to
its pension plan. The Company contributed $50 million in July 2003, and is
required to contribute $82.5 million in 2004 and $27.5 million in 2005. Outside
of this PBGC Agreement, the Company also contributed $21 million in September
2003. Additionally, the Company pledged $160 million of non-interest bearing
First Mortgage Bonds to the PBGC as security until the remaining $110 million
has been contributed to the pension plan and certain tests have been met. At
September 30, 2004, $97.8 million has been contributed to the pension plan. Each
of the Tranche B Loan and Tranche C Loan had scheduled principal repayments of
$0.875 million per quarter until maturity.

On July 16, 1998, the Company issued $875 million of First Mortgage Bonds as
security both for the Facilities and for an interest rate hedge (not as defined
under SFAS No. 133) which expired on October 16, 2003 owned by the Borrower as
required under the Credit Agreement (the "Hedge"). Series U, in a principal
amount of $700 million, was issued to an indirect subsidiary of the Borrower
which, in turn, pledged the Bonds to the Agent for the benefit of the Term Loan
lenders. Series V, in a principal amount of $160 million, was issued to the
Agent for the benefit of the LC lenders. This series was retired during the
quarter ended September 30, 2003 once the LC expired. Series W, in a principal
amount of $15 million, was issued to the Agent for the benefit of the
counterparty to the Hedge.

As a further credit enhancement under the Credit Agreement, the Facilities were
fully and unconditionally guaranteed for as long as the obligations were
outstanding by the Company, certain subsidiaries of the Company and Ispat. The
Company could have been required to perform under the guarantee if an event of
default as defined in the Credit Agreement occurred under the Facilities.
Additionally, in April 2003, the security package was further enhanced by the
addition of a second position in the Company's inventory, spare parts, mobile
equipment and

7

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

NOTE 3 - DEBT (CONT.)

ownership interest in Ispat Inland Administrative Service Company ("IIASC"). At
December 31, 2003, the Company had an outstanding balance of $661.5 million for
the Term Loans in its Condensed Consolidated Balance Sheet.

Borrowings under the Term Loans bore interest at a rate per annum equal to, at
the Borrower's option: (1) the higher of (a) the Agent's prime rate or (b) the
rate which is 1/2 of 1% in excess of the Federal Funds effective rate (together
the "Base Rate"), plus 2.75% or (2) the LIBO Rate (as defined in the Credit
Agreement) plus 3.75%. The fee for the LC was 4.00% of the LC amount per annum
(the "LC Fee"). The spread over the LIBO Rate and Base Rate would have been
reduced if the Company's Consolidated Leverage Ratio (as defined in the Credit
Agreement) fell to specified levels.

In October 1998, the Borrower entered into the Hedge required under the Credit
Agreement. The Hedge consisted of a five-year interest rate collar which expired
on October 16, 2003. The Hedge was based on LIBOR with a floor of 4.50% and a
ceiling of 6.26% on a notional amount of $450 million.

The Company was obligated to pay interest on the Series U First Mortgage Bonds
at the rate paid by the Borrower to the Term Loan lenders without regard to the
interest rate collar, plus 1/2 of 1% per annum and on the Series V First
Mortgage Bonds at a rate equal to the LC Fee.

The Credit Agreement restricted the payment of dividends and other Restricted
Payments (as defined in the Credit Agreement) to 50% of Consolidated Net Income
(as defined in the Credit Agreement) plus certain specifically allowed types of
Restricted Payments. At December 31, 2003 no dividends or other Restricted
Payments, in addition to those specifically allowed, which included dividends on
the preferred stock held by a subsidiary of the Borrower, could have been paid.

The Company also had to maintain a minimum Consolidated EBITDA (as defined in
the Credit Agreement). The Company was in compliance with this covenant at
December 31, 2003. The Credit Agreement also contained other covenants that,
among other things, prohibited or limited the ability of the Company or the
Borrower to incur indebtedness, create liens, engage in transactions with
affiliates, sell assets and engage in mergers and consolidations. Any loans from
Ispat or its other subsidiaries (see "Ispat International Advances" Note 6)
could not have been repaid until the Company's leverage fell to specified
levels.

PRESENT DEBT

On March 25, 2004, a newly created subsidiary of the Borrower issued $800
million principal amount of senior secured notes: $150 million of floating rate
notes bearing interest at LIBOR plus 6.75% due April 1, 2010 and $650 million of
fixed rate notes bearing interest at 9.75% (issued at 99.212% to yield 9.875%)
due April 1, 2014 (the "Senior Secured Notes"). Also on March 25, 2004, the
Company issued $800 million principal amount of First Mortgage Bonds (Series Y,
in a principal amount of $150 million, and Series Z, in a principal amount of
$650 million) to Ispat Inland Finance, LLC, an indirect subsidiary of the
Borrower which, in turn, pledged them to the trustee for the Senior Secured
Notes as security. The $775.5 million net proceeds from the offering were used
to retire the entire balance outstanding of $661.5 million of Tranche B and
Tranche C Loans under the Credit Agreement, and repay the entire balance
outstanding of $105 million under the inventory revolving credit facility, with
the remainder of the proceeds used to reduce the amount outstanding under the
receivables revolving credit facility. Series U and W First Mortgage Bonds were
retired at the close of the refinancing. The early retirement of the Term Loans
was done at par, without prepayment penalty.

The Senior Secured Notes are also secured by a second position lien on the
inventory of the Company. As further credit enhancement, the Senior Notes are
fully and unconditionally guaranteed by the Company, certain subsidiaries of the
Company, Ispat and certain other affiliates of the Borrower. At September 30,
2004, the Company had an outstanding balance of $795.1 million for the Senior
Secured Notes in its Condensed Consolidated Balance Sheet.

8

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

NOTE 3 - DEBT (CONT.)

The Company is obligated to pay interest on the Series Y First Mortgage Bonds at
the rate paid on the floating rate Senior Secured Notes, plus one-half of one
percent per annum and on the Series Z First Mortgage Bonds at a rate of 10.25%.
The First Mortgage Bonds are solely obligations of the Company and have not been
guaranteed or assumed by or, otherwise, become the obligation of Ispat or any of
its other subsidiaries. Each series of First Mortgage Bonds issued by the
Company is limited to the principal amount outstanding, with the Pollution
Control Series 1977 Bonds and the Series R First Mortgage Bonds subject to a
sinking fund. A substantial portion of the property, plant and equipment owned
by the Company at its Indiana Harbor Works is subject to the lien of the First
Mortgage. This property had a book value of approximately $1,600 million on
December 31, 2003. This property is also subject to a subordinate lien in favor
of the United Steelworkers of America to secure a post retirement health
benefit.

The terms of the Senior Secured Notes place certain limitations on the ability
of the Company and the Company's subsidiaries to, among other things, (i) incur
additional indebtedness, (ii) pay dividends or make other distributions or
repurchase or redeem stock, (iii) make investments, (iv) sell assets, (v) incur
liens, (vi) enter into agreements restricting their subsidiaries' ability to pay
dividends, (vii) enter into transactions with affiliates, (viii) engage in
certain businesses and (ix) consolidate, merge or sell all or substantially all
of its or their assets. The indenture under which the Senior Secured Notes were
issued also contains limitations on the ability of the Borrower and the
guarantors, other than Ispat and those that are not subsidiaries of the Company
to, among other things, engage in business activities, other than performing
their obligations under the indenture, incur additional indebtedness, and pay
dividends. Such indenture also contains limited covenants that are applicable to
Ispat. These limitations are subject to a number of exceptions and
qualifications. The Company and Borrower were in compliance with all covenants
on September 30, 2004.

Ispat Inland Administrative Services Company ("IIASC"), a wholly owned
subsidiary of the Company established to provide a supplemental source of funds
to the Company, has a $200 million (increased from $185 million in July 2004)
committed revolving credit facility with a group of banks, extending to November
of 2005. The Company has agreed to sell substantially all of its receivables to
IIASC to secure this facility. Provisions of the credit agreement limit or
prohibit the Company from merging, consolidating, or selling its assets and
require IIASC to meet minimum net worth and leverage ratio tests. Under terms of
the secured revolving credit agreement, based on the level of the leverage ratio
and net worth calculations of the Company, the trustee retains initial control
over cash lockbox receipts. On a daily basis, the trustee will remit the
remaining cash to the Company after first using the receipts to make any
payments prescribed by the secured revolving credit agreement. This practice has
no impact on cash available to the Company under the facility. At September 30,
2004, based on the amount of eligible collateral, there was $70.1 million of
additional availability under the line. Drawings under the line at September 30,
2004 included $105.0 million of loans and $24.9 million of letters of credit
issued for the purchase of commodities on the international market and as
security under various insurance and workers compensation coverage.

On April 30, 2003, the Company replaced its $120 million inventory-backed credit
facility with a four-year approximately $175 million committed revolving credit
facility secured by its inventory, spare parts, mobile equipment and the
Company's ownership interest in IIASC. Provisions of this agreement prohibit or
limit the Company's ability to incur debt, repay debt, make investments, sell
assets, create liens, engage in transactions with or repay loans from
affiliates, engage in mergers and consolidations and pay dividends and other
restricted payments. At September 30, 2004, there were no drawings under the
line and, based on the amount of eligible collateral, there was $173.2 million
of availability under the line.

In the first quarter of 2003, the Company purchased $0.1 million of its
Pollution Control Series 1977, $0.9 million of its Pollution Control Series
1993, and $1.0 million of its Pollution Control Series 1995 Bonds at discounts
from face value. As a result of these early redemptions, the Company recognized
a pretax gain of $0.8 million. In the second quarter of 2003, the Company
purchased $0.1 million of its Pollution Control Series 1993 Bonds at a discount
from face value. As a result of this early redemption, the Company recognized a
pretax gain of $0.1 million.

9

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

NOTE 3 - DEBT (CONT.)

In the second quarter of 2004, the Company purchased $0.6 million of its
Pollution Control Series 1977 Bonds at discounts from face value. As a result of
this early redemption, the Company recognized a de minimus pretax gain.

Series R First Mortgage Bonds have one last remaining sinking fund payment of
$3.6 million due in January of 2006. Pollution Control Series 1977 Bonds require
annual payments of $1.5 million to a sinking fund which is used to repurchase
bonds at market or par.

Maturities of debt obligations (excluding Ispat International advances and
amounts outstanding under the revolving credit facilities at September 30, 2004)
are: $0.0 million in 2004, $0.8 million in 2005, $5.0 million in 2006, $59.8
million in 2007, $0.0 million in 2008 and $933.6 million thereafter.

Interest cost incurred by the Company totaled $30.7 million and $80.2 million
for the three and nine months ended September 30, 2004 and $18.8 million and
$55.4 million for the three and nine months ended September 30, 2003,
respectively. Included in these totals is capitalized interest of $0 million for
the three and nine months ended September 30, 2004 and $0.5 million and $1.9
million for the three and nine months ended September 30, 2003, respectively.

NOTE 4 - EQUITY

Common Stock

On September 30, 2004 and December 31, 2003, the Company had 1,000 shares
authorized of common stock, $0.01 par value ("Common Stock"), of which 100
shares were issued, outstanding and owned by a wholly owned subsidiary of Ispat.

Cumulative Preferred Stock

On September 30, 2004 and December 31, 2003, the Company had 100 shares
authorized, issued and outstanding of Series A 8% Cumulative Preferred Stock,
$0.01 par value ("Preferred Stock"), which is owned by a wholly owned subsidiary
of Ispat. The Preferred Stock has liquidation preference over the Common Stock.

NOTE 5 - RETIREMENT BENEFITS

PENSIONS

The Ispat Inland Inc. Pension Plan and Pension Trust is a non-contributory
defined benefit pension plan covering substantially all of its employees.
Benefits for most non-represented employees are determined under a "Cash
Balance" formula as an account balance which grows as a result of interest
credits and of allocations based on a percent of pay. Benefits for other
non-represented salaried employees are determined as a monthly benefit at
retirement depending on final pay and service. Benefits for wage and salaried
employees represented by the United Steelworkers of America are determined as a
monthly benefit at retirement based on a fixed rate and service.

10

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

NOTE 5 - RETIREMENT BENEFITS (CONT.)

The net periodic benefit cost was as follows:

BENEFITS OTHER THAN PENSION PLAN

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

As discussed in Note 1, the Company recognized the effects of the 2003 Medicare
Act during the third quarter of 2004. The net periodic postretirement benefit
cost was reduced by $1.7 million and $4.7 million for the three and nine months
ended September 30, 2004, respectively.

The net periodic benefit cost was as follows:

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company was charged $2.3 million and $7.6 million by Ispat for the three and
nine months ended September 30, 2004 and $0.6 million and $4.7 million for the
three and nine months ended September 30, 2003, respectively for management,
financial and legal services provided to the Company. The Company was also
charged $0 million by Ispat North America Holding Inc. for the three and nine
months ended September 30, 2004 and $0.3 million and $0.7 million for the three
and nine months ended September 30, 2003, respectively for corporate expense
allocations. The Company charged Ispat $0.9 million and $2.4 million for the
three and nine months ended September 30, 2004 and $0.2 million and $0.7 million
for the three and nine months ended September 30, 2003, respectively for
operating and technical services.

11

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

NOTE 6 - RELATED PARTY TRANSACTIONS (CONT.)

The Company purchased $32.1 million and $82.7 million of inventory from
subsidiaries of Ispat during the three and nine months ended September 30, 2004
and $12.6 million and $46.3 million during the three and nine months ended
September 30, 2003, respectively. The Company sold $2.0 million and $9.9 million
of inventory to subsidiaries of Ispat for the three and nine months ended
September 30, 2004 and $1.4 million and $4.8 million for the three and nine
months ended September 30, 2003, respectively.

I/N Tek is a joint venture which owns and operates a cold-rolling facility which
is 60% owned by a wholly-owned subsidiary of the Company. Under a tolling
arrangement between the Company and I/N Tek, the Company was charged $37.8
million and $110.5 million for such tolling services for the three and nine
months ended September 30, 2004 and $35.7 million and $105.3 million for the
three and nine months ended September 30, 2003, respectively.

I/N Kote is a joint venture that owns and operates an electrogalvanizing line
and hot-dip galvanizing line, which is 50% owned by a wholly-owned subsidiary of
the Company. The Company recorded sales of cold rolled steel to I/N Kote of
$74.3 million and $233.9 million for the three and nine months ended September
30, 2004 and $71.7 million and $249.8 million for the three and nine months
ended September 30, 2003, respectively.

The Company's long-term debt due to related companies of $1,030.9 million and
$890.0 million as of September 30, 2004 and December 31, 2003, respectively,
comprises $795.1 million and $661.5 million, respectively, payable to Ispat
Inland Finance, LLC and $235.8 million and $228.5 million, respectively, of
advances from Ispat and other subsidiaries of Ispat. Under certain debt
agreements, these advances cannot be repaid until the Company's leverage falls
to specified levels and sufficient cumulative earnings have been achieved.
Interest expense related to debt from Ispat Inland Finance, LLC was $20.1
million and $49.6 million for the three and nine months ended September 30, 2004
and $9.1 million and $27.9 million for the three and nine months ended September
30, 2003, respectively. This debt arose in connection with the financing of the
acquisition of the Company and March 2004 refinancing. The advances from Ispat
and its other subsidiaries mature on June 30, 2014. Interest on each advance is
charged at a fixed rate. Rates in effect at September 30, 2004 range from 2.9%
to 5.6%. Interest expense related to the advances from Ispat and its other
subsidiaries was $3.9 million and $9.4 million for the three and nine months
ended September 30, 2004 and $2.2 million and $6.4 million for the three and
nine months ended September 30, 2003, respectively. The accrued interest on the
advances from Ispat and other subsidiaries of Ispat was $7.0 million at
September 30, 2004 and $5.0 million at December 31, 2003, respectively. The
interest on the advances is payable on their anniversary dates; if the Company
does not pay the interest when due, it is then added to the principal amount
outstanding on the advance.

The Company's note receivable from a related company of $26.2 million and $5.6
million at September 30, 2004 and December 31, 2003, respectively is due from
Ispat Inland, L.P. Interest income on this receivable was $0.7 million and $1.4
million for the three and nine months ended September 30, 2004 and $0.2 million
and $0.4 million for the three and nine months ended September 30, 2003,
respectively. Amounts relate to costs associated with the financing of the
acquisition of the Company by Ispat, costs incurred in relation to settlement of
the interest collar and costs associated with the March 2004 refinancing.
Payment is due on April 2, 2014 unless Ispat Inland, L.P. chooses to prepay.

The Company's payable to related companies of $53.5 million and $5.4 million at
September 30, 2004 and December 31, 2003, respectively, consists of trade and
other intercompany expenses. The Company's receivable from related companies of
$6.5 million and $4.9 million at September 30, 2004 and December 31, 2003,
respectively, consists of trade and other intercompany receivables.

12

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

NOTE 7 - COMMITMENTS AND CONTINGENCIES

At September 30, 2004 and December 31, 2003, the Company guarantees $40.7
million and $54.5 million, respectively, of long-term debt attributable to I/N
Kote, one of its equity investments. Since the Company accounts for its
investment in I/N Kote under the equity method, the debt which matures on
January 12, 2007 is not recorded in the Company's Condensed Consolidated Balance
Sheet. The Company's guarantee could be invoked in an event of default as
defined in the provisions of the I/N Kote loan agreement. In addition to its 50%
share of the remaining principal balance, the Company also guarantees any
outstanding interest due, both of which bear interest at a rate equal to the
higher of (1) the prescribed borrowing rate on the loan, or (2) the Bank's
(Mizuho Corporate Bank Limited) prime rate, plus 2%. If the Company performed on
its guarantee, it would continue to own its share of I/N Kote, subject to the
security interest of the Bank in the assets of I/N Kote. The terms of the
guarantee require the Company to maintain a minimum tangible net worth (as
defined). The Company was in compliance with this term as of September 30, 2004.

On July 16, 1998, the Company entered into an agreement (the "Agreement") with
the Pension Benefit Guaranty Corporation (the "PBGC") to provide certain
financial assurances with respect to the Company's Pension Plan. In accordance
with the Agreement, the Company provided the PBGC a $160 million letter of
credit which expired on July 9, 2003, and has made certain specified
contributions to its Pension Plan. In addition, the Company granted to the PBGC
a first priority lien on selected assets. In July 2003, the Company reached an
agreement with the PBGC regarding alternative security for the $160 million
letter of credit. The letter of credit was allowed to expire, and in its place,
the Company agreed to contribute $160 million over the next two years and pay
50% of excess cash flows as defined in the agreement with the PBGC to the
Company's Pension Plan. The Company contributed $50 million in July 2003, and is
required to contribute $82.5 million in 2004 and $27.5 million in 2005. Outside
of this Agreement, the Company also contributed $21 million in September 2003.
Additionally, the Company pledged $160 million of non-interest bearing First
Mortgage Bonds to the PBGC as security until the remaining $110 million has been
contributed to the Pension Plan and certain tests have been met.

Under the Agreement, Ryerson Tull Inc., the former parent of the Company, also
provided to the PBGC a $50 million guarantee of the Company's Pension Plan
obligations, later issuing a letter of credit to secure this guarantee. The
Company committed to take all necessary action to replace the guaranty/letter of
credit by July 16, 2003, but was unable to do so, and therefore the guaranty and
letter of credit continued in place. Separately, on September 15, 2003, the
Company entered into a settlement agreement with Ryerson Tull under which, among
other things, Ryerson Tull paid the Company $21 million to release Ryerson Tull
from various environmental and other indemnification obligations arising out of
the sale by Ryerson Tull of the Company to Ispat. The $21 million received from
Ryerson Tull was paid into the Company Pension Plan and went to reduce the
amount of the Ryerson Tull guaranty/letter of credit. The Company has agreed to
make specified monthly contributions to its Pension Plan totaling $29 million
over the twelve-month period beginning January 2004, thereby eliminating any
remaining guaranty/letter of credit obligations of Ryerson Tull with respect to
the Company's Pension Plan. Of the $30.5 million and the $97.8 million of
contributions made to the Company's pension plan during the three and nine
months ended September 30, 2004, $16.7 million and $29.0 million, respectively,
reduced the amount of, and by September 15, 2004, eliminated the Ryerson Tull
guaranty/letter of credit. In addition, the Company committed to reimburse
Ryerson Tull for the cost of the letter of credit to the PBGC, and to share with
Ryerson Tull one-third of any proceeds which the Company might receive in the
future in connection with a certain environmental insurance policy.

In 1998, the Company entered into an agreement with a third party to purchase
1.2 million tons of coke annually for approximately 15 years on a take-or-pay
basis at prices determined by certain cost factors from a heat recovery coke
battery facility located on land leased from the Company. Under a separate
tolling agreement with another third party, the Company has committed to pay
tolling charges over approximately 15 years to desulphurize flue gas from the
coke battery and to convert the heat output from the coke battery to electrical
power and steam. The Company advanced $30 million during construction of the
project, which is recorded as a deferred asset on the balance sheet and will be
credited against required cash payments during the second half of the energy
tolling arrangement. As of September 30, 2004 and December 31, 2003, the
estimated minimum tolling charges remaining over the life of this agreement were
approximately $177 million and $199 million, respectively.

13

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

NOTE 7 - COMMITMENTS AND CONTINGENCIES (CONT.)

The Company sold all of its limestone and dolomite properties in 1990. The
Company entered into a long-term contract with the buyer of the properties to
purchase, subject to certain exceptions and at prices which approximate market,
the full amount of the annual limestone needs of the Company through 2002. The
Company has extended this arrangement at a fixed price through 2007.

In 2002, the Company entered into an agreement with Cleveland-Cliffs, Inc. to
purchase from subsidiaries of Cleveland-Cliffs, Inc. all of its pellet
requirements beyond those produced by the Minorca Mine (a wholly owned
subsidiary of the Company) for twelve years. The price of the pellets is fixed
for the first two years and then, adjusted over the term of the agreement based
on various market index factors.

On June 10, 1993, the U.S. District Court for the Northern District of Indiana
entered a consent decree that resolved all matters raised by a lawsuit filed by
the EPA in 1990 (the "Consent Decree") against, among others, Ispat Inland Inc.
The Consent Decree assessed a $3.5 million cash fine, required $7 million in
environmentally beneficial projects at the Indiana Harbor Works, and required
that $19 million, plus interest, be spent in assessing and remediating sediment
in portions of the Indiana Harbor Ship Canal and Indiana Harbor Turning Basin
("Sediment Remediation"). In addition, the Consent Decree required remediation
of the Company's Indiana Harbor Works (the "Corrective Action"). The Corrective
Action liability is a distinct and separate responsibility under the Consent
Decree. The Consent Decree establishes a three-step process for the Corrective
Action, each of which requires approval by the EPA, consisting of: (1)
assessment of the site in two separate phases (including stabilization
measures), (2) evaluation of remediation alternatives and (3) remediation of the
site where required. The Company is presently working on the assessment step of
the Corrective Action. At the completion of the second phase of assessments, the
Company will be able to estimate the required Corrective Action cleanup costs.
The Company currently expects to expend $2 million to $4 million per year over
the next several years to perform the required Assessments. The Company paid the
$3.5 million fine on July 9, 1993 and recognized the fine in the early 1990s
prior to Ispat's acquisition. In addition, pursuant to the Consent Decree, the
Company completed $14 million, more than the required $7 million, in
environmentally beneficial projects at the Indiana Harbor Works. The
environmentally beneficial projects consisted of the installation of sludge
dewatering and sludge briquetting and recycling equipment which have allowed the
re-use of these former waste products into the process. The required
environmentally beneficial projects have been fully completed and no additional
beneficial projects are required. The Sediment Remediation is currently in the
assessment phase. The Company's reserve for the remaining environmental
obligations under the Consent Decree totaled $28.2 million and $28.1 million as
of September 30, 2004 and December 31, 2003, respectively, reflecting the $19
million plus interest for the Sediment Remediation liabilities, and amounts for
the Corrective Action assessments. Until the first two steps are completed, the
remedial action to be implemented cannot be determined. Therefore, the Company
cannot reasonably estimate the cost of or the time required to satisfy its
Corrective Action obligations under the Consent Decree. It is expected that
assessment and remediation of the site will require significant expenditures
over several years that may be material to the Company's business, financial
position and results of operations. Insurance coverage with respect to work
required under the Consent Decree is not significant.

It is anticipated that the Company will make capital expenditures of $2 million
to $5 million annually in each of the next five years for the construction, and
have ongoing annual expenditures (non-capital) of $30 million to $35 million to
operate air and water pollution control facilities to comply with current
federal, state and local laws and regulations. The Company is involved in
various environmental and other administrative or judicial actions initiated by
governmental agencies. While it is not possible to predict the results of these
matters, the Company does not expect environmental expenditures, excluding
amounts that may be required in connection with the 1993 Consent Decree in the
1990 EPA lawsuit, to materially affect the Company's results of operations or
financial position. Corrective actions relating to the EPA Consent Decree may
require significant expenditures over the next several years that may be
material to the results of operations or financial position of the Company. At
September 30, 2004 and December 31, 2003, the Company's reserves for
environmental liabilities totaled $36.9 million and $36.8 million, respectively,
$22.2 million and $22.1 million of which is related to the sediment remediation
under the 1993 EPA Consent Decree.

14

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

NOTE 7 - COMMITMENTS AND CONTINGENCIES (CONT.)

The total amount of firm commitments of the Company and its subsidiaries to
contractors and suppliers in connection with construction projects primarily
related to additions to property, plant and equipment, was $23.4 million and
$1.6 million at September 30, 2004 and December 31, 2003, respectively.

In 1993, the Company established a partnership, PCI Associates, with a
subsidiary of NIPSCO, Inc. to lease from General Electric Capital Corporation
certain equipment located at the Indiana Harbor Works relating to the injection
of pulverized coal into the Company's blast furnaces. The term of the lease is
18 years from the lease closing date, August 31, 1993. In 2003, NIPSCO sold its
portion of PCI Associates to Primary Energy Steel LLC. Upon the failure of PCI
Associates, the Indiana General Partnership, to pay certain amounts due or to
perform certain duties under the PCI Lease or the insolvency of any of the
Primary Energy Steel LLC parties or of the Company partner, the Company will be
required, so long as it is the operator of the facility, to reimburse the lessor
for certain amounts due, or to perform such actions, under the lease relating to
its operations. The guaranteed amounts and duties do not pertain to the base
rents due under the lease, which are the responsibility of the Primary Energy
Steel LLC subsidiary. The Company could be responsible for its percentage of the
liabilities, costs or expenses associated with specified misrepresentations or
covenant breaches, discounted at 10%. The Company cannot reasonably estimate the
amounts which could be due under this guarantee, however, it is not likely that
resulting payment obligations in connection with any such arrangements could
materially affect the financial condition or results of operations of the
Company. The Company has not recognized any liability associated with this
guarantee.

The Company and an independent, unaffiliated producer of raw materials are
parties to a long-term supply agreement under which the Company was obligated to
fund an escrow account to indemnify said producer of raw materials for the
continuing availability of certain tax credits under the US Tax code, which
credits extend until January 1, 2008. Contributions to the escrow were
determined by the agreement and the funds were restricted from Company use while
in the escrow. The Company received full recovery of $39.1 million, the escrowed
amount, in April of 2001. No further contributions to the escrow are required at
this time as the Company believes the likelihood of the specific contingency
occurring is remote. If there is any loss, disallowance or reduction in the
allowable tax credits applicable to the raw materials previously sold to the
Company, the Company is required to repay the independent, unaffiliated producer
the amount by which the cost of the raw materials was decreased as a result of
such tax credits, subject to certain adjustments, plus interest. As of September
30, 2004, the Company's cumulative cost reduction due to such tax credits
totaled $178.4 million. The Company has not recognized any liability associated
with this indemnity.

In October 1996, the Indiana Department of Environmental Management, as lead
administrative trustee, notified the Company and other potentially responsible
parties that the natural resource trustees (which also include the Indiana
Department of Natural Resources, the U.S. Department of the Interior, the Fish
and Wildlife Service and the National Park Service) intended to perform a
natural resource damage assessment on the Grand Calumet River and Indiana Harbor
Ship Canal Waterways. The notice stated that the Company has been identified as
a potentially responsible party due to alleged releases of hazardous materials
from its Indiana Harbor Works facility. Such assessment has been substantially
completed. The Company has been in negotiations with the trustees, and, as a
consequence of such negotiations, has established a reserve of $8.7 million to
cover anticipated liabilities in connection with this matter. The Company has
signed a form of Consent Decree which resolves all matters relating to this
issue. The court is considering public comments which were made after the August
30, 2004 lodging of the Consent Decree. It is unknown when actual issuance of
that order, with final resolution of the matter, will occur. Until such time as
the matter is finally resolved, it is not possible to accurately predict, beyond
the currently established reserve, the amount of the Company's potential
liability or whether this potential liability could materially affect the
Company's business, financial position and results of operations.

15

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

NOTE 7 - COMMITMENTS AND CONTINGENCIES (CONT.)

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

On July 2, 2002, the Company received a notice of violation ("NOV") issued by
the US Environmental Protection Agency against the Company, Indiana Harbor Coke
Company, L.P. ("IHCC") and Cokenergy, Inc., alleging violations of air quality
and permitting regulations for emissions from the Heat Recovery Coal
Carbonization facility which is owned and operated by IHCC. An amended NOV
stating similar allegations was issued on August 8, 2002. Although the Company
currently believes that its liability with respect to this matter will be
minimal, the Company could be found liable for violations and this potential
liability could materially affect the business, financial position and results
of operations of the Company.

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

NOTE 8 - DERIVATIVES

The Company uses futures and swap contracts to manage fluctuations in the cost
of natural gas and certain nonferrous metals, primarily zinc which is used in
the coating of steel. Timing of these transactions corresponds to the expected
need for the underlying physical commodity and is intended as a hedge (not as
defined by SFAS No. 133) against the cost volatility of these commodities. The
counterparties to these contracts are internationally recognized companies which
are not considered a credit risk by the Company. Contracts generally do not
extend out beyond two years. At September 30, 2004 and December 31, 2003, the
Company had entered into contracts for these commodities for notional amounts of
$123.7 million and $6.0 million, respectively which had fair values of $20.3
million (asset) and $0.2 million (liability), respectively. For the three and
nine months ended September 30, 2004, the Company recorded gains of $13.7
million and $20.3 million, respectively, and for the three and nine months ended
September 30, 2003, the Company recorded (losses)/gains of $(0.4) million and
$0.7 million, respectively, for changes in the fair value of derivative
instruments not designated as a hedge (as defined by SFAS No. 133). Under terms
of the futures and swap contracts, the Company had approximately $0 million and
$0.3 million on deposit with counterparties at September 30, 2004 and December
31, 2003, respectively, that was classified as an other asset on the balance
sheet.

NOTE 9 - ASSET RETIREMENT OBLIGATIONS

The Company adopted the provisions of SFAS No. 143 as of January 1, 2003. Based
on analysis the Company has performed, it has been determined that the only
asset for which an asset retirement obligation must be recorded is the Company's
Minorca Mine. The Minorca Mine, through the Environmental Impact Statement (EIS)
process, does have a reclamation plan on file with the state of Minnesota. Each
year the Minorca Mine is required by the Minnesota Department of Natural
Resources (MDNR) to submit an annual mining and reclamation summary for the year
just completed and to provide mining and reclamation plans for the coming year.
When possible the Minorca Mine reclaims abandoned areas on a yearly basis. By
doing this, the mine keeps up with the reclamation to avoid a huge cost at the
end of the mine life. Each fall the MDNR conducts a field review of prior
reclamation work, to point out deficiencies that need to be corrected. A
complete environmental site assessment was done in 1996. The Minnesota Pollution
Control Agency conducted a multi-media inspection of the entire property with no
violations.

16

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

NOTE 9 - ASSET RETIREMENT OBLIGATIONS (CONT.)

Currently, Ispat Inland Mining Company, a subsidiary of the Company, believes it
is in compliance with all environmental standards and therefore, the Company
expects little or no environmental remediation at the time of closure of the
mine. As of September 30, 2004 and December 31, 2003, the estimated total future
reclamation costs are $18.2 million.

The impact of adopting SFAS No. 143 on January 1, 2003 was an increase in assets
and liabilities of $3.8 million and $6.3 million, respectively. A charge of $1.6
million (net of tax of $0.9 million) was reflected on the Condensed Consolidated
Statement of Operations as of January 1, 2003 as a Cumulative Effect of Change
in Accounting Principle.

Changes in the liability for asset retirement obligations during the nine months
ended September 30, 2004 and 2003 consisted of the following (Dollars in
Millions):

NOTE 10 - RESEARCH AND DEVELOPMENT COSTS

Research and development costs are expensed as incurred. Total research and
development costs for the three and nine months ended September 30, 2004 were
$3.1 million and $9.2 million respectively, and for the three and nine months
ended September 30, 2003 were $2.9 million and $8.7 million, respectively.

NOTE 11 - PROPERTY TAX LIABILITY

For the quarter ended March 31, 2004, the Company recorded a favorable
adjustment to cost of goods sold of $35.0 million due to a change in estimate
for property taxes for the years 2002 and 2003. This adjustment was the result
of a reassessment of real property and the release of the published tax rate for
2002 for Lake County, Indiana.

NOTE 12 - WORKFORCE REDUCTION

For the quarter ended March 31, 2004, the Company recorded charges of $4.0
million for severance and termination benefit costs related to involuntary
workforce reductions of approximately 130 salaried non-represented employees.
The Company's remaining accrual for the workforce reductions totaled $0.3
million as of September 30, 2004 and is included in "Accrued expenses and other
liabilities" in the Condensed Consolidated Balance Sheets. Cash payments during
the first quarter were $3.2 million. The change in the accrual from $0.8 million
at March 31, 2004 to $0.3 million at September 30, 2004 is due to cash payments
to the affected employees during the second and third quarters.

NOTE 13 - SALES OF POLLUTION ALLOWANCES

During the three and nine months ended September 30, 2004, the Company sold 0
tons and 3,432 tons of Nitrous Oxide ("NOx") allowances for $0 million and $8.6
million, respectively, which was recorded in "Other Expense (Income), net". NOx
allowances sold were part of an overall bank of emission allowances and credits
(collectively, "rights") owned by the Company. Generally, these rights arose
from actions taken by the Company or the state to reduce the emission of air
pollutants. As the Company evaluates its future development plans and
contemporaneous environmental regulation, it may from time to time, determine
that additional rights are surplus to its operations. If determined to be
surplus, the Company will seek to liquidate these surplus assets.

17

ISPAT INLAND INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

NOTE 14 - SUBSEQUENT EVENT

On October 25, 2004, the Company's parent, Ispat International N.V. (Ispat)
announced that it had agreed to acquire LNM Holdings N.V. (LNM). Upon completion
of the transaction, the Company will be renamed Mittal Steel Company N.V.
(Mittal Steel). Simultaneously, Ispat and International Steel Group (ISG)
announced that their Boards of Directors had unanimously approved a definitive
agreement under which Ispat and ISG would merge.

Under terms of the agreement with LNM, Ispat will issue 525 million
(approximately 140 million Class A shares and approximately 385 million Class B
shares) to the shareholder of LNM. Under the terms of the agreement with ISG,
ISG shareholders will receive $21.00 per share in cash and a number of Mittal
Steel shares equal to $21.00 divided by the average closing price of Mittal
Steel for the twenty trading days prior to closing, up to a maximum of 0.6087
shares and a minimum of 0.4793 shares.

The acquisition of LNM is subject to a number of conditions including, among
others, the approval of the shareholders of Ispat. The combination of Ispat and
LNM is expected to be completed by the end of 2004. The merger with ISG is
subject to approval by the shareholders of ISG and Ispat as well as regulatory
approvals and satisfaction of other customary closing conditions. Additionally,
the transaction is subject to the completion of the acquisition of LNM by Ispat.
The ISG transaction is expected to be completed by the end of the first quarter
of 2005.

NOTE 15 - RESTATEMENT

Subsequent to the issuance of the consolidated financial statements for the
period ended December 31, 2003, the Company determined that (i) borrowings
outstanding under its revolving credit facilities previously reported as long
term debt - other should be classified as short-term liabilities in accordance
with the provisions set forth in SFAS No.6, "Classification of Short-Term
Obligations Expected to Be Refinanced", and Emerging Issues Task Force (EITF)
95-22, "Balance Sheet Classification of Borrowings Outstanding under Revolving
Credit Agreements That Include both a Subjective Acceleration Clause and a
Lock-Box Arrangement", (ii) accrued interest on the advances from Ispat and
other subsidiaries previously reported as other long term liabilities should
have been classified as long-term debt - related parties and accrued interest on
debt, and (iii) management, financial and legal services charged to the Company
by Ispat and corporate expenses allocated to the Company from Ispat North
America Holding Inc. previously reported as other expense should have been
classified as selling, general and administrative expenses.

As a result, the accompanying 2003 Condensed Consolidated Financial Statements
have been restated to reclassify (i) $240.0 borrowings at December 31, 2003
under the revolving credit facilities from long term debt - other to current
liabilities, (ii) $17.7 accrued interest at December 31, 2003 on advances from
Ispat and other subsidiaries from other long term liabilities to long term debt
- - related parties ($12.7 million) and accrued interest on debt ($5.0 million)
and (iii) expenses of $0.9 and $5.4 for the three and nine months ended
September 30, 2003, respectively, from other expense to selling, general and
administrative expenses, which results in a corresponding increase to operating
loss, but with no impact to net loss for those periods.

18

ITEM 2.

MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following Management's Narrative Analysis of Results of Operations gives
effect to the restatement discussed in Note 15 to the Condensed Consolidated
Financial Statements.

Comparison of Third Quarter 2004 to Third Quarter 2003

Steel shipments in the third quarter of 2004 of 1,470,238 tons increased by
159,341 tons, or 12.2%, from the third quarter 2003 shipments of 1,310,897 tons
due to a combination of higher production levels resulting from the successful
reline of the No. 7 Blast Furnace which was completed early in the fourth
quarter of 2003 and stronger demand across most markets. Increases occurred
primarily in hot rolled, cold rolled, and bar products, partially offset by a
decrease in non-prime product sales.

Sales revenue increased by 67.9% to $909.1 million in the third quarter of 2004
from $541.5 million in the third quarter of 2003. The average selling price per
ton increased by 49.7% to $618 per ton in the third quarter of 2004 from $413
per ton in the comparable 2003 period. The increase in the average selling price
is due to higher base prices, the industry's implementation of pricing
surcharges designed to offset escalation in the prices of key input commodities
such as coke, scrap and iron ore and continued strong demand. A higher
percentage of hot rolled products in the mix had an adverse impact on the
average price per ton in the third quarter of 2004 as compared to the third
quarter of 2003.

In the third quarter of 2004, the cost of goods sold increased to $660.9
million from $544.2 million in the third quarter of 2003. Compared to the third
quarter of 2003, input costs dramatically increased for scrap, coke, coal,
alloys, and fluxes. Labor costs were higher in the third quarter of 2004 as
compared to the third quarter of 2003 due to increases in employee profit
sharing and pension expense.

Selling and general administrative expenses of $10.0 million in the third
quarter of 2004 increased by $2.0 million from the third quarter of last year,
due to higher management, financial and legal services charged by Ispat and
increased operational value added taxes.

Depreciation expense increased by $0.9 million to $25.1 million in the third
quarter of 2004 from $24.2 million in the third quarter last year due to the
2003 capital expenditures for the No. 7 Blast Furnace reline.

Operating income in the third quarter of 2004 increased by $248.0 million to
$213.1 million from a loss of $34.9 million in 2003. Higher sales volume and
increases in selling prices were partially offset by an unprecedented increase
in input costs, increased employee profit sharing and pension expense.

Other (income) expense, net of $1.4 million of income in the third quarter of
2004 decreased by $10.0 million from income of $11.4 million in the third
quarter of 2003. The third quarter of 2003 included $10.7 million associated
with the $21.0 million settlement agreement with Ryerson Tull. On September 15,
2003, the Company entered into a settlement agreement with Ryerson Tull under
which, among other things, Ryerson Tull paid the Company $21.0 million to
release Ryerson Tull from various environmental and other indemnification
obligations arising out of the sale by Ryerson Tull of the Company to Ispat.

Interest expense of $30.7 million in the current quarter increased 67.8% from
$18.3 million in the year ago quarter due a higher interest rate on the newly
refinanced debt and a higher level of debt.

Outlook

With a softening in the demand for steel in the fourth quarter of 2004, the
Company expects to generate strong, but lower profits compared to the record
level of the third quarter of 2004.

19

Comparison of First Nine Months of 2004 to First Nine Months of 2003

Steel shipments for the first nine months of 2004 of 4,329,035 tons increased by
380,308 tons or 9.6% from the first nine months 2003 shipments of 3,948,727
tons. Increases occurred in all product categories except non-prime products.

Sales revenue increased by 41.7% to $2,346.6 million in the first nine months of
2004 from $1,655.9 million in the first nine months of 2003. The average selling
price per ton increased by 29.3% to $542 per ton in the first nine months of
2004 from $419 per ton in the comparable 2003 period. The increase in the
average selling prices is due to higher base prices, the industry's
implementation of pricing surcharges designed to offset escalation in the prices
of key input commodities such as coke, scrap and iron ore and stronger market
demand.

In the first nine months of 2004, the cost of goods sold increased to $1,837.1
million from $1,566.0 million in the first nine months of 2003. Included in the
first nine months of 2004 cost is a credit of $35.0 million due to a change in
the accounting estimate for property taxes for the years 2002 and 2003,
resulting from the reassessment of property taxes for the year 2002. Indiana's
Legislature passed a law in 2001 which changed real property assessment from
replacement cost less depreciation to market value. Additionally, the law
required an independent reassessment of real property for Lake County where our
1,900 acre Indiana Harbor Works facility is located. This reassessment was not
completed until the end of February, 2004. Compared to the first nine months of
2003, input costs dramatically increased for scrap, coke, coal, alloys, fluxes,
and natural gas. Labor costs were higher in the first nine months of 2004 as
compared to the first nine months of 2003 due to increased employee profit
sharing and higher pension expense. The first nine months of 2004 also included
a charge of approximately $4.0 million for the severance costs resulting from an
8% salaried workforce reduction.

Selling and general administrative expenses of $29.6 million for the first nine
months of 2004 were $3.4 million higher than the first nine months of 2003
primarily due to increased operational value added taxes and an increase in
management, financial and legal services charged to the Company by Ispat.

Depreciation expense increased by $2.5 million to $75.4 million in the first
nine months of 2004 from $72.9 million in the first nine months of 2003 due to
the 2003 capital expenditures for the No. 7 Blast Furnace reline.

Operating income in the first nine months of 2004 increased by $413.7 million to
$404.5 million from a loss of $9.2 million in the first nine months of 2003.
Increases in selling prices, higher sales volume, lower costs due to higher slab
production resulting from the successful reline of No. 7 Blast Furnace, and the
property tax reassessment were partially offset by an unprecedented increase in
input costs, increased pension expense, employee profit sharing, and the
severance charge resulting from the salaried workforce reduction.

Other (income) expense, net of $11.9 million of income in the first nine months
of 2004 decreased by $1.9 million from income of $13.8 million in the first nine
months of 2003. The first nine months of 2003 included $10.7 million of income
associated with the $21.0 million settlement agreement with Ryerson Tull. On
September 15, 2003, the Company entered into a settlement agreement with Ryerson
Tull under which, among other things, Ryerson Tull paid the Company $21.0
million to release Ryerson Tull from various environmental and other
indemnification obligations arising out of the sale by Ryerson Tull of the
Company to Ispat. These decreases in income were partially offset by the sale of
pollution credits in the first nine months of 2004. The Company sold 2,800 tons
of Nitrous Oxide allowances for $8.6 million, which were part of an overall bank
of emission allowances and credits owned by the Company. Generally, these rights
arose from actions taken by the Company or the state to reduce the emission of
air pollutants.

Interest expense of $80.2 million in the first nine months of 2004 increased by
$26.7 million from $53.5 million in the first nine months of 2003 due to a
higher interest rate on the newly refinanced debt and a higher level of debt.

The Company's cash balance at September 30, 2004 was $43.4 million and there was
an additional $243.3 million of availability under the two revolving credit
facilities, for total liquidity of approximately $287 million. For the nine
months ended September 30, 2004, the Company utilized net cash of $40.8 million
from financing activities. On March 25, 2004, the Company received $775.5
million of net proceeds from the issuance and sale of $800 million of Senior
Secured Notes. These net proceeds were used to retire the entire balance
outstanding of $661.5 million of Tranche B and Tranche C Loans under its credit
agreement, and repay the entire balance outstanding of $105 million

20

under its inventory revolving credit facility, with the remainder of the
proceeds used to reduce the amount outstanding under its receivables revolving
credit facility.

Cash generated by operations is our primary source of cash and, as such, future
operations will have a significant impact on our cash balances and liquidity.
The principal factors affecting our cash generated by operations are average net
realized prices, levels of steel shipments, and our operating costs.

For the nine months ended September 30, 2004, net cash inflows from operations
totaled $60.4 million, which is net of pension contributions of $97.8 million.
Cash inflows from operations for the nine months ended September 30, 2003 were
$22.6 million, which included $125.5 million of pension contributions.

Changes in working capital components of receivables, inventories and accounts
payable, utilized cash of $281.2 million for the current period, including
$163.1 million for increased receivables and $146.1 million for increased
inventories. For the first nine months of 2003, changes in working capital
generated $99.1 million of cash, including $41.2 million for decreased
receivables, $35.5 million for decreased inventories, and $22.4 million for
increased payables.

Cash inflows for investing activities, which consist primarily of capital
expenditures, offset by distributions from joint ventures, were $10.4 million
for the current period, compared to cash outflows of $73.1 million for the
year-ago period. Capital expenditures were $18.6 million for the current period
compared to $93.9 million for the year-ago period, due primarily to the No. 7
Blast Furnace reline. Net distributions from joint ventures were $29.0 million
and $20.6 million for the first nine months of 2004 and 2003, respectively.

ITEM 4. CONTROLS AND PROCEDURES

Evaluations were carried out under the supervision and with the participation of
the Company's management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934) as of the end of the period covered by this
report. Based upon those evaluations, including consideration of the
deficiencies described below which gave rise to the restatement discussed in
Note 15, the Chief Executive Officer and Chief Financial Officer concluded that
the design and operation of these disclosure controls and procedures were
effective.

The Company's management identified deficiencies in the process for review of
loan agreements for appropriate financial statement classification. The Company
will perform a thorough review of all future loan agreements to specifically
identify proper classification of debt.

Other than described herein, there have not been any significant changes in our
internal control over financial reporting during the period covered by this
report that have materially affected, or are reasonable likely to materially
affect, our internal control over financial reporting.

21

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In October 1996, the Indiana Department of Environmental Management, as lead
administrative trustee, notified the Company and other potentially responsible
parties that the natural resource trustees (which also include the Indiana
Department of Natural Resources, the U.S. Department of the Interior, the Fish
and Wildlife Service and the National Park Service) intended to perform a
natural resource damage assessment on the Grand Calumet River and Indiana Harbor
Ship Canal Waterways. The notice stated that the Company has been identified as
a potentially responsible party due to alleged releases of hazardous materials
from its Indiana Harbor Works facility. Such assessment has been substantially
completed. The Company has been in negotiations with the trustees, and, as a
consequence of such negotiations, has established a reserve of $8.7 million to
cover anticipated liabilities in connection with this matter. The Company has
signed a form of Consent Decree which resolves all matters relating to this
issue. The court is considering public comments which were made after the August
30, 2004 lodging of he Consent Decree. It is unknown when actual issuance of
that order, with final resolution of the matter, will occur. Until such time as
the matter is finally resolved, it is not possible to accurately predict, beyond
the currently established reserve, the amount of the Company's potential
liability or whether this potential liability could materially affect the
Company's business, financial position and results of operations.

ITEM 5. OTHER

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

(b) REPORTS ON FORM 8-K.

The Company did not file any reports on Form 8-K during the quarter ended
September 30, 2004. However, on November 5, 2004, Ispat Inland Inc. furnished
the SEC a Form 8-K for the purpose of disclosing a restatement of its financial
statements.

22

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.

ISPAT INLAND INC.

By /s/ Michael G. Rippey
---------------------------------------
Michael G. Rippey
Executive Vice President-Commercial
and Chief Financial Officer
Principal Financial Officer
Principal Accounting Officer
and Director

Date: November 12, 2004

INDEX TO EXHIBITS