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1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
F O R M 10-K
(Mark One)
x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
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of 1934 For the Fiscal Year Ended December 31, 1999
Transition Report Pursuant to Section 13 or 15(d) of the Securities
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Exchange Act of 1934
Commission file number 1-1941
B E T H L E H E M S T E E L C O R P O R A T I O N
(Exact name of registrant as specified in its charter)
DELAWARE 24-0526133
(State of Incorporation) (I.R.S. Employer Identification No.)
1170 Eighth Avenue
BETHLEHEM, PENNSYLVANIA 18016-7699
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 694-2424
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Common Stock--$1 par value per share New York Stock Exchange
Chicago Stock Exchange
Preference Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Preferred Stock -- $1 par value per share
$5.00 Cumulative Convertible New York Stock Exchange
(stated value $50.00 per share)
$2.50 Cumulative Convertible New York Stock Exchange
(stated value $25.00 per share)
8-3/8% Debentures. Due March 1, 2001 New York Stock Exchange
8.45% Debentures. Due March 1, 2005 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
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Aggregate Market Value of Voting Stock held by Non-Affiliates: $773,237,742
The amount shown is based on the closing price of Bethlehem Common Stock on
the New York Stock Exchange Composite Tape on March 3, 2000. Voting stock held
by directors and executive officers of Bethlehem is not included in the
computation. However, Bethlehem has made no determination that such
individuals are "affiliates" within the meaning of Rule 405 under the
Securities Act of 1933.
Number of Shares of Common Stock outstanding as of March 3, 2000: 131,641,347
DOCUMENTS INCORPORATED BY REFERENCE:
Selected portions of the 1999 Annual Report to Stockholders of Bethlehem
Steel Corporation are incorporated by reference into Part I and Part II of this
Report on Form 10-K.
Selected portions of the 2000 Proxy Statement of Bethlehem Steel
Corporation are incorporated by reference into Part III of this Report on Form
10-K.
PART I
ITEM 1. BUSINESS.
Bethlehem(1) manufactures and sells a wide variety of steel mill
products and produces and sells coke and iron ore. The following table shows
the percentage of net sales by major classes of product:
1999 1998 1997
---- ---- ----
Steel mill products:
Hot rolled sheets.................................... 14.0% 13.3% 14.9%
Cold rolled sheets................................... 19.0 16.8 17.2
Coated sheets........................................ 30.8 28.6 31.5
Tin mill products.................................... 7.2 6.7 7.4
Plates............................................... 20.9 22.3 15.2
Rail products ....................................... 2.7 4.4 4.3
Other steel mill products ........................... 2.6 4.5 5.5
Other products and services (including raw materials).. 2.8 3.4 5.0
------ ------ ------
100.0% 100.0% 100.0%
Operations
Bethlehem produces a wide variety of steel mill products including hot
rolled, cold rolled and coated sheets, tin mill products, carbon and alloy
plates, rail, specialty blooms, carbon and alloy bars and large-diameter pipe.
Bethlehem's operations include the Burns Harbor Division, the Sparrows Point
Division, Bethlehem Lukens Plate and Pennsylvania Steel Technologies, Inc.
Bethlehem also has iron ore operations (which provide raw materials to
Bethlehem's steelmaking facilities or sell such materials to trade customers),
railroad and trucking operations (which transport raw materials and
semifinished steel products within various Bethlehem operations and serve other
customers on their lines) and lake shipping operations (which primarily
transport raw materials to the Burns Harbor Division). See "ITEM 2.
PROPERTIES" of this Report for a description of the facilities of these
business units and operations.
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1 "Bethlehem" when used in this Report means Bethlehem Steel
Corporation, a Delaware corporation, and where applicable includes its
consolidated subsidiaries. Bethlehem was incorporated in Delaware in 1919.
1
The following table shows production information for Bethlehem and for
the domestic steel industry. The information regarding the domestic steel
industry is based on data from the American Iron and Steel Institute ("AISI"):
1999 1998 1997
---- ---- ----
Domestic steel industry raw steel production
capability (million of net tons) ............. 128.1 125.3 121.4
Domestic steel industry raw steel production
(million of net tons)......................... 107.2* 108.8 108.6
Domestic steel industry average raw steel
utilization rate.............................. 84% 87% 89%
Bethlehem's raw steel production capability
(million of net tons)......................... 11.3 10.9 10.5
Bethlehem's raw steel production (million of
net tons)..................................... 9.4 10.2 9.6
Bethlehem's average raw steel utilization rate. 83% 93% 91%
Bethlehem's production as a percent of the
domestic steel industry....................... 8.8% 9.4% 8.9%
- --------------
* Preliminary
Of Bethlehem's 1999 raw steel production, 86 percent was produced by
basic oxygen furnaces and 14 percent by electric furnaces.
Bethlehem's operations are subject to planned and unplanned outages
due to required maintenance, equipment malfunctions, work stoppages, various
hazards (including explosions, fires and severe weather conditions) and the
availability of raw materials, supplies, utilities and other items needed for
the production of steel. These outages could result in reduced production and
increased costs.
Markets
The following table shows the percentage of the total net tons of
steel mill products shipped by Bethlehem to each of its principal markets,
including shipments to its own manufacturing operations:
1999 1998 1997
---- ---- ----
Service Centers, Processors and
Converters 49.7% 46.9% 46.9%
Transportation (including automotive) 21.3 23.0 24.9
Construction 12.9 12.1 11.0
Containers 5.4 5.2 5.8
Machinery 4.2 4.9 4.7
Other 6.5 7.9 6.7
------ ------ ------
100.0% 100.0% 100.0%
====== ====== ======
Many of the markets Bethlehem supplies, such as automotive, machinery
and construction, are highly cyclical and subject to downturns in the U.S.
economy. Also, many of Bethlehem's customers and suppliers are subject to
collective bargaining agreements, and their ability to operate could be
impacted by a strike or work stoppage.
2
Bethlehem distributes steel products principally through its own sales
organization, which has sales offices at various locations in the United States
and Mexico, and through foreign sales agents. In addition to selling to
customers who consume steel products directly, Bethlehem sells steel products
to steel service centers, distributors, processors and converters. Export
sales were 3 percent of total sales in 1999, 4 percent in 1998 and 2 percent in
1997.
Trade orders on hand were about $1 billion at December 31, 1999, and
$900 million at December 31, 1998. Substantially all of the orders on hand at
December 31, 1999, are expected to be filled in 2000.
Steel Price Sensitivity
Bethlehem's financial results are significantly affected by relatively
small (on a percentage basis) variations in the realized prices for its
products. For example, Bethlehem shipped 8.4 million net tons of steel
products and recorded net sales of $3.9 billion during 1999, implying an
average realized price per ton of about $465. A one percent increase or
decrease in this implied average realized price during 1999 would, on a pro
forma basis, have resulted in an increase or decrease in net sales and pre-tax
income of about $40 million. Competitive pressures in the steel industry are
severe. These pressures could limit Bethlehem's ability to obtain price
increases or could lead to a decline in prices, which could have a material
adverse effect upon Bethlehem.
Competition
The domestic steel industry is highly competitive. This competition
affects the prices that Bethlehem can charge for its products, the utilization
of its production facilities, its ability to sell higher value products and
ultimately its profitability.
Capacity. There is excess world capacity for many of the products
--------
produced by Bethlehem. Moreover, some foreign steel producers are owned,
controlled or subsidized by foreign governments. Decisions by these foreign
producers to continue marginal facilities may be influenced to a greater degree
by political and economic policy considerations than by prevailing market
conditions. In addition, overcapacity has been perpetuated by the continued
operation, modernization and upgrading of marginal domestic facilities through
bankruptcy reorganization proceedings and by the sale of marginal domestic
facilities to new owners, which operate such facilities with a lower cost
structure. Over the next several years, construction of additional production
facilities could result in increased domestic capacity over 1999 levels. In
particular, new domestic capacity in the plate and rail markets is expected to
increase competition in these products where we now have a large domestic
market share.
Electric Furnace Producers. Domestic integrated producers, such as
--------------------------
Bethlehem, have lost market share in recent years to domestic electric furnace
producers. These companies are relatively efficient, low-cost producers that
make steel from scrap in electric furnaces (which are less expensive to build
than integrated facilities), have lower employment and environmental costs per
ton shipped and target regional markets. Through the use of various higher
quality raw materials and thin slab casting technology, electric furnace
producers are increasingly able to compete directly with producers of higher
value products, including cold rolled and coated sheets.
Imports. Domestic steel producers also face significant competition
-------
from foreign producers and have been, and may continue to be, adversely
affected by unfairly traded imports. In certain cases, foreign producers may
be pricing their products below their production costs. Imports of finished
steel products accounted for about 22 percent of the domestic market in 1999,
27 percent in 1998 and 21 percent in 1997.
3
The following table, which is based on data reported by the AISI,
shows the percentage of the domestic apparent consumption of steel mill
products supplied by imports for various classes of products.
1999* 1998 1997
---- ---- ----
Rail .............................. 36% 32% 26%
Plates ............................ 17 29 21
Tin mill products ................. 20 16 15
Hot rolled and cold rolled sheets.. 22 31 22
Coated sheets ..................... 11 10 11
All products** .................... 26 30 24
- -------------------
* Preliminary
** Excludes steel imported in the form of manufactured goods, such as
automobiles, but includes semifinished steel.
Excluding semifinished steel, imports of steel mill products were
about 27.1 million tons in 1999, 34.7 million tons in 1998 and 24.7 million
tons in 1997.
Antidumping and countervailing duty orders covering imports of
corrosion-resistant sheet from six countries, cold rolled sheet from three
countries and plates from 11 countries, which resulted from unfair trade cases
filed by Bethlehem and 11 other companies in 1992, remain in place. Suspension
agreements are also in place limiting the volume of cut-to-length plate from
Russia, the Ukraine and the People's Republic of China and setting a price
floor for South Africa for a five-year period from 1998. In July, 1999, the
Commerce Department entered into five-year suspension agreements limiting the
volume and setting a price floor for hot rolled sheet from Brazil and Russia.
Russia also entered into a comprehensive agreement to limit the volume of
exports of other steel products from Russia to essentially 1997 levels. In
addition, an antidumping order covering hot rolled sheet from Japan went into
effect in July, 1999, and antidumping and countervailing duty orders covering
cut-to-length carbon steel plate from six additional countries went into effect
in January, 2000. In January, 2000, the Department of Commerce announced
substantial final antidumping margins in investigations covering cold rolled
sheet from 12 countries. An antidumping investigation is also pending on tin
mill products from Japan.
For further information on trade-related matters, see "International
Steel Trade" under the "Year in Review" in Bethlehem's 1999 Annual Report to
Stockholders.
The major restructuring of the domestic steel industry, which began in
the late 1970s and early 1980s, has removed the steelmaking capacity that once
existed to meet market demand during peak periods. During the last few years,
domestic producers have met a portion of the demand that exceeded steelmaking
capacity by importing semifinished slabs for rolling into finished products in
their own mills.
Substitute Materials. For many steel products, there is substantial
--------------------
competition from manufacturers of products other than steel, including
aluminum, ceramics, concrete, glass, plastic and wood. Changes to the relative
competitiveness of these substitute materials and the emergence of additional
substitute materials could adversely affect future prices and demand for
Bethlehem's products.
4
Capital Expenditures
Capital expenditures were $557 million in 1999 compared with $328
million in 1998 and $228 million in 1997. Capital expenditures for 2000 are
currently estimated to be about $250 million. During 1998, Bethlehem started
construction of Sparrows Point's new continuous cold rolling mill complex.
This complex, which is scheduled to begin production early in 2000, is expected
to lower costs, improve quality and enhance capabilities.
About $350 million of capital expenditures were authorized in 1999.
At December 31, 1999, the estimated cost of completing authorized capital
expenditures was about $410 million compared with $610 million at December 31,
1998. Bethlehem expects to complete these authorized capital expenditures
during 2000 to 2002.
The domestic integrated steel industry is very capital intensive. As
discussed under "ITEM 2. PROPERTIES -- General" of this Report, Bethlehem's
principal operations and facilities are of varying ages, technologies and
operating efficiencies. Bethlehem will need to continue to make significant
capital expenditures in the future to maintain and improve the competitiveness
of its operations and facilities.
Environment
Bethlehem is subject to various federal, state and local environmental
laws and regulations concerning, among other things, air emissions, waste water
discharges and solid and hazardous waste disposal. During the five years ended
December 31, 1999, Bethlehem spent about $100 million for environmental control
equipment. Expenditures for new environmental control equipment totaled
approximately $11 million in 1999, $13 million in 1998 and $15 million in 1997.
The costs incurred in 1999 to operate and maintain existing environmental
control equipment were approximately $115 million (excluding interest costs but
including depreciation charges of $14 million) compared with $114 million in
1998 and $112 million in 1997. In addition, Bethlehem has been required to pay
various fines and penalties relating to violations or alleged violations of
laws and regulations in the environmental control area. Bethlehem paid about
$74,000 in 1999, $910,000 in 1998 and $830,000 in 1997 for such fines and
penalties.
Under the Clean Air Act, as amended, coke-making facilities will have
to meet progressively more stringent standards over the next 25 years.
Bethlehem currently operates coke-making facilities in Burns Harbor, Indiana
and Lackawanna, New York. Bethlehem will continue to evaluate the impact of
future emission control regulations on its Burns Harbor and Lackawanna
operations but believes that these operations will be able to comply.
Bethlehem and federal and state regulatory agencies conduct
negotiations to resolve differences in interpretation of environmental control
requirements. In some instances, those negotiations are held in connection
with the resolution of pending environmental proceedings. Bethlehem believes
there will not be any significant curtailment or interruptions of any of its
important operations as a result of these proceedings and negotiations.
Bethlehem cannot predict the future specific environmental control
requirements. Based on existing and anticipated regulations under current
legislation, Bethlehem estimates that capital expenditures for new
environmental control equipment will average about $15 million per year over
the next two years. However, estimates of future capital expenditures and
operating costs required for environmental compliance are subject to numerous
uncertainties, including the evolving nature of regulations, possible
imposition of more stringent requirements, availability of new technologies and
the timing of expenditures.
5
Under the Resource Conservation and Recovery Act, as amended ("RCRA"),
the owners of certain facilities that managed hazardous waste after 1980 are
required to investigate and, if appropriate, remediate certain historic
environmental contamination found at the facility. All of Bethlehem's major
facilities may be subject to this "Corrective Action Program", and Bethlehem
has implemented or is currently implementing this program at its facilities
located in Steelton, Pennsylvania; Lackawanna, New York; Burns Harbor, Indiana;
and Sparrows Point, Maryland. At Steelton, Bethlehem completed a RCRA Facility
Investigation ("RFI"), a Corrective Measures Study ("CMS") and a remediation
program approved by the United States Environmental Protection Agency (the
"EPA") and completed the remediation in 1994. At Lackawanna, Bethlehem is
conducting an RFI. At Burns Harbor, Bethlehem is conducting an RFI in
accordance with an EPA approved work plan that will require several years to
complete. At Sparrows Point, Bethlehem, the EPA and the Maryland Department of
the Environment have agreed to a phased RFI as part of a comprehensive
multimedia pollution prevention agreement which was entered by the U. S.
District Court for Maryland on October 8, 1997. The potential costs for
possible remediation activities, if any, at Lackawanna, Burns Harbor and
Sparrows Point and the timeframe for implementation of these activities cannot
be reasonably estimated until the RFIs, and possibly the CMSs, have been
completed and approved.
At its former plant in Bethlehem, Pennsylvania, Bethlehem is
conducting remedial investigations pursuant to the Pennsylvania Land Recycling
("Brownfields") Program in conjunction with comprehensive redevelopment plans.
These investigations are being performed with input and oversight from both the
Pennsylvania Department of Environmental Protection and the EPA Region III
corrective action staff to ensure that the actions taken are acceptable to both
state and federal regulatory authorities.
Bethlehem does not believe that the operations it acquired as part of
the Lukens merger in 1998 are subject to the RCRA Corrective Action Program
and, therefore, any remediation associated with those facilities will be
addressed as appropriate in the ongoing course of business. Bethlehem may have
some residual liability for remediation associated with historic Lukens
facilities or those that have been sold or shut down since the merger, but any
such liabilities are not anticipated to be material. For example, the electric
arc furnace flue dust disposal site at the Coatesville, Pennsylvania, facility
that was discussed by Lukens in its 1997 Form 10-K is continuing to be
investigated by Bethlehem for remediation pursuant to the Pennsylvania
Brownfields program. Bethlehem does not have any information at this time
suggesting that the $3 million liability that had been recognized by Lukens for
that site is not appropriate.
Under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA", also known as "Superfund"), the
EPA can impose liability for site remediation on generators and transporters of
waste, as well as past and present owners and operators of the sites where the
waste was disposed of, regardless of fault or the legality of the disposal
activities. Bethlehem is actively involved at 24 sites where it has been
advised that it may be considered a potentially responsible party under CERCLA
or corresponding State Superfund legislation. Based on its experience
regarding site remediation and its knowledge of and extent of involvement in
such sites, Bethlehem expects that its share of the costs for remediation of
these sites will not be material.
In its 1997 Form 10-K, Lukens discussed a CERCLA site (Douglassville)
in which it was involved. Subsequent to that discussion, Lukens and Bethlehem
were identified as separate de-minimis potentially responsible parties and were
signatories to a consent decree which was entered by the U.S. District Court
for the Eastern District of Pennsylvania on July 8, 1999. Within 60 days
following entry of the consent decree, Bethlehem paid approximately $204,000 on
behalf of Lukens and $125,000 on behalf of Bethlehem in full resolution of
those liabilities.
6
Although it is possible that Bethlehem's future quarterly or annual
results of operations could be materially affected by the future costs of
environmental compliance, Bethlehem believes that the future costs of
environmental compliance will not have a material adverse effect on its
consolidated financial position or on its competitive position with respect to
other integrated domestic steelmakers that are subject to the same
environmental requirements. To the extent that competitors are not required to
undertake equivalent costs, Bethlehem's competitive position could be adversely
affected.
Purchased Materials and Services
Bethlehem purchases about $3 billion per year of raw materials,
energy, equipment, goods and services from commercial sources in about 40
countries. Bethlehem's profitability could be affected by difficulties in
obtaining these items and the prices paid for them. These difficulties could
include such things as labor strikes, political instability and natural
disasters. Bethlehem made significant progress in 1999 through its Strategic
Sourcing initiatives and expects further progress in 2000. See "ITEM 2.
PROPERTIES - Raw Material Properties and Interests" of this Report for a
further description of the sources of raw materials essential to Bethlehem's
steelmaking business.
Technology
Research and Development. Bethlehem performs research to improve
------------------------
existing products, develop new products and make operating processes more
efficient. During 1999, 1998 and 1997, Bethlehem spent about $21 million, $23
million and $22 million, respectively, for research and development. Bethlehem
owns a number of U.S. and foreign patents that relate to a wide variety of
products and processes, has pending patent applications and is licensed under a
number of patents. During 1999, seven U.S. patents covering a variety of new
developments were awarded to Bethlehem. However, Bethlehem believes that no
single patent or license or group of patents or licenses is of material
importance to its overall business. Bethlehem also owns registered trademarks
for certain of its products and service marks for certain of its services
which, unlike patents and licenses, are renewable so long as they are continued
in use and properly protected.
Year 2000 Computer Issue. During the last five years, Bethlehem
------------------------
focused on potential problems associated with the once common programming
practice of storing data information using only the last two digits to indicate
the year. The scope of Bethlehem's year 2000 Program involved many areas
including its business and manufacturing computing systems, the associated
personal computing, communications and infrastructure elements and the year
2000 readiness of key suppliers and customers. The major elements of the
program were inventory, risk assessment, remediation, testing and contingency
planning.
As a result of its well-planned approach, Bethlehem experienced a
smooth transition to the year 2000. During 1999, Bethlehem completed the final
phases of its year 2000 Program and established command centers at each
business unit and its corporate office to monitor all of its computer systems.
Bethlehem's employees in information technology and at the operations worked
effectively with various providers to ensure that Bethlehem was prepared for
the changeover. During the transition period, Bethlehem performed a thorough
validation of all manufacturing and business systems. Following this
systematic review, all facilities resumed operations as scheduled. Also, no
material problems were encountered with Bethlehem's key suppliers and
customers. The costs associated with this effort were approximately $7 million
and were charged to normal operating expenses. Bethlehem achieved its
objectives and continued to operate its business and manufacturing systems and
to serve its customers with no adverse year 2000 impact.
7
Employment
At the end of 1999, Bethlehem had about 15,500 employees,
three-quarters of whom are covered by agreements with the United Steelworkers
of America ("USWA"). On August 1, 1999, Bethlehem and the USWA entered into
new five-year labor agreements covering USWA represented employees at
Bethlehem's facilities in Burns Harbor, Indiana; Lackawanna, New York; Sparrows
Point, Maryland; Coatesville, Pennsylvania; and Steelton, Pennsylvania. The
Burns Harbor and Sparrows Point divisions continue to be covered by one
agreement, while separate agreements were continued for PST and BLP's
Coatesville facility. A strike or work stoppage could impact Bethlehem's
ability to operate if it is unable to negotiate new agreements with its
represented employees when the existing agreements expire. Also, Bethlehem's
profitability could be adversely affected if increased costs associated with
any future contract are not recoverable through productivity improvements or
price increases.
For further information on Bethlehem's employment-related matters, see
"Employees and Employment Costs" under "Financial Review and Operating
Analysis" in Bethlehem's 1999 Annual Report to Stockholders.
Employee Postretirement Obligations
At December 31, 1999, Bethlehem had recorded a liability of $410
million for pensions. For further discussion of Bethlehem's pension funding
and obligations, see "Liquidity and Capital Structure" under "Financial Review
and Operating Analysis" in Bethlehem's 1999 Annual Report to Stockholders.
Bethlehem provides health care and life insurance benefits to most
retirees and their dependents. Most of these future benefits have not been
funded and, therefore, Bethlehem has substantial financial obligations on its
balance sheet. At December 31, 1999, Bethlehem had recorded a liability of
$1,820 million for postretirement benefits other than pensions. To the extent
competitors do not have similar obligations, Bethlehem could be placed at a
competitive disadvantage. Also, increases in health care costs could adversely
affect Bethlehem's profitability.
Joint Ventures, Partnerships, Facility Sharing Arrangements and Mergers
Bethlehem has considered, and discussed with others, various
opportunities for joint ventures, partnerships, facility sharing arrangements
and mergers of all or part of Bethlehem. Bethlehem will continue to explore
such opportunities. See "ITEM 2. PROPERTIES." of this Report for a
description of joint ventures in which Bethlehem participates.
Businesses Exited
In recent years, Bethlehem has shut down or sold several facilities
and operations. Since 1996, Bethlehem recorded net charges of $365 million in
connection with these actions. On December 22, 1999, Bethlehem completed the
sale of its Washington Steel Division facility in Washington, Pennsylvania, and
on January 14, 2000, Bethlehem completed the sale of its stainless sheet
operations in Massillon, Ohio. As a result, Bethlehem has now completed its
planned divestiture of all of the stainless and distribution assets that were
acquired as part of the Lukens acquisition.
If it becomes necessary for Bethlehem to exit or reduce employment at
additional businesses and operations in the future, it could incur substantial
additional charges in the process. The charges for employees terminated as a
result of facility shutdowns or sales vary depending upon the demographics of
the workforce but could be $100,000 per employee. The
8
recording of these charges could have a material adverse impact on Bethlehem's
financial condition because of the increase in recorded liabilities, decrease
in stockholders' equity and possible increases in required contributions to the
pension fund and retiree health care payments. Except as discussed above or
previously announced, Bethlehem does not currently anticipate any additional
facility shutdowns.
Capital Structure
Bethlehem's capital structure is highly leveraged. Although Bethlehem
believes it has sufficient access to funds for the operation of its business,
its existing obligations and below investment grade credit ratings may limit
its ability to raise capital at reasonable cost and terms in the future.
Forward-Looking Statements
Bethlehem 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 include, among
others, statements concerning projected levels of sales, shipments and income,
pricing trends, cost-reduction strategies, product mix, anticipated capital
expenditures and other future plans and strategies.
As permitted by the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, Bethlehem is identifying in this Report
important factors that could cause Bethlehem's actual results to differ
materially from those projected in these forward-looking statements. These
factors include, but are not necessarily limited to:
- the effect of planned and unplanned outages on Bethlehem's operations;
- the potential impact of strikes or work stoppages at facilities of
Bethlehem's customers and suppliers;
- the sensitivity of Bethlehem's results to relatively small changes in
the prices obtained by Bethlehem for its products;
- intense competition due to world steel overcapacity, new domestic
capacity over the next several years, low- cost electric furnace
facilities, imports (especially unfairly traded imports) and
substitute materials;
- the high capital requirements associated with integrated steel
facilities;
- the significant costs associated with environmental controls and
remediation expenditures and the uncertainty of future environmental
control requirements;
- availability and prices associated with raw materials, supplies,
utilities and other services and items required by Bethlehem's
operations;
- employment matters, including costs and uncertainties associated with
Bethlehem's collective bargaining agreements, and employee
postretirement obligations;
- the effect of possible future closure or exit of businesses;
- Bethlehem's highly leveraged capital structure;
9
- the effect of existing and possible future lawsuits filed against
Bethlehem.
"ITEM 1. BUSINESS" and "ITEM 3. LEGAL PROCEEDINGS" of this Report
discuss these factors in more detail and are incorporated by reference into
this section. Bethlehem does not undertake to update any forward-looking
statements that may be made from time to time by Bethlehem or its
representatives.
ITEM 2. PROPERTIES.
Burns Harbor Division
Location: In Indiana, on Lake Michigan, about 50 miles southeast of
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Chicago, Illinois.
Principal products and markets: Hot rolled, cold rolled,
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electrogalvanized, hot-dip galvanized and galvannealed sheet, coke and
semifinished steel to Bethlehem Lukens Plate. Its principal markets include
automotive, service centers, construction, machinery and appliance.
Principal facilities: A sintering plant, a coke oven battery (Burns
--------------------
Harbor operates a second coke oven battery for the battery's owner), two blast
furnaces, including coal injection facilities, three basic oxygen furnaces with
a combined annual raw steel production capability of about 5.6 million tons, a
vacuum degassing facility, two continuous slab casters with a combined annual
production capability of about 4 million tons, an 80-inch hot-strip mill, two
continuous pickling lines, an 80- inch five-stand cold reducing mill, sheet
finishing mills, a continuous heat treating line, batch annealing facilities
and a 72-inch hot-dip galvanizing line. Burns Harbor operates a cold reducing
mill, a continuous pickling line, a galvanizing line and two coke oven
batteries in Lackawanna, New York.
Burns Harbor continuously casts about 88 percent of its total
production volume, with the remaining 12 percent being ingot cast. Ingot cast
slabs are used primarily by Bethlehem to make steel plates. Burns Harbor's
utilization of raw steel production capability was 95 percent during 1999.
Sparrows Point Division
Location: On the Chesapeake Bay, near Baltimore, Maryland.
--------
Principal products and markets: Hot rolled, cold rolled, hot-dip
------------------------------
galvanized and Galvalume(R) sheet and tin mill products. Its principal
markets include construction, containers and service centers.
Principal facilities: A sintering plant, a large blast furnace, two
--------------------
basic oxygen furnaces with an annual raw steel production capability of about
3.7 million tons, a two-strand continuous slab caster, a 68-inch hot-strip
mill, three continuous pickling lines, three cold reducing mills (66-inch,
56-inch and 48-inch), continuous and batch annealing facilities, two
galvanizing lines, a Galvalume(R) line, a 48-inch hot-dip galvanizing/
Galvalume(R) line and tin mill facilities that include tin and chrome plating
lines.
Sparrows Point continuously casts essentially 100 percent of its total
production volume. Sparrows Point's utilization of raw steel production
capability was 76 percent during 1999. Utilization was lower than in previous
years because of the reline of the "L" Blast Furnace.
10
Bethlehem Lukens Plate ("BLP")
Location: In Coatesville and Conshohocken, Pennsylvania; Burns
--------
Harbor, Indiana.
Principal products and markets: Carbon plate, high-strength, low
------------------------------
alloy plate, commercial alloy plate, military alloy plate, coiled and cut plate
and clad plate. Its principal markets include service centers, transportation,
infrastructure, machinery, equipment, environmental and engineering.
Principal facilities: Coatesville: an electric arc furnace with an
--------------------
annual raw steel production capability of about 900,000 tons, two plate mills
(140-inch and 206-inch) and heat treating facilities. Conshohocken: a
110-inch Steckel mill, two reheat furnaces, a roughing mill, an in-line cooling
and cut-to-length line, a quench and temper line and a batch heat-treating
system. Burns Harbor: a 50 x 90-inch slabbing mill, a 110-inch sheared plate
mill including two continuous reheat furnaces, a roughing mill, a finishing
mill and a normalizing furnace, and a 160-inch sheared plate mill including two
continuous reheat furnaces, four batch reheat furnaces, a roughing mill, a
finishing mill, an in-line accelerated cooling facility, a quench and temper
line and a batch normalizing furnace.
Bethlehem Lukens Plates' utilization of raw steel production
capability was 91 percent during 1999.
During 2000, Bethlehem intends to consolidate Burns Harbor, Sparrows
Point and BLP into two divisions. BLP's operations in Coatesville and
Conshohocken will become part of Sparrows Point and BLP's facilities located at
Burns Harbor will become part of that Division. Bethlehem will continue to
market its plate products under the name Bethlehem Lukens Plate.
Pennsylvania Steel Technologies, Inc. ("PST")
Location: In Steelton, Pennsylvania, south of Harrisburg,
--------
Pennsylvania.
Principal products and markets: Railroad rails, specialty blooms and
------------------------------
flat bars. PST also produces large-diameter pipe for the oil and gas
industries.
Principal facilities: A DC electric arc furnace with an annual raw
--------------------
steel production capability of about 1.1 million tons, a ladle furnace, a
vacuum degassing facility, a continuous bloom caster, a 44-inch blooming mill,
a 28-inch rail mill, in-line rail head-hardening facilities, finishing and
shipping facilities for long-length (80-foot) rails, a 20-inch bar mill and an
electric fusion welded pipe mill.
PST's utilization of raw steel production capability was 42 percent
during 1999.
Joint Ventures
Bethlehem participates in the following joint ventures:
- Double G Coatings Company, L.P. (located near Jackson, Mississippi)
-- operates a 270,000 ton per year sheet coating line that produces
galvanized and Galvalume(R) coated sheets primarily for the construction
market. Sparrows Point provides cold rolled coils for about half of
Double G's annual capability and is responsible for marketing its
share of the finished product.
11
- Columbus Coatings Company -- (located in Columbus, Ohio) -- a joint
venture with The LTV Corporation. The coating facility is expected to
begin operation by fourth quarter 2000 and will produce quality
corrosion resistant steel sheets primarily for the automotive market.
- Columbus Processing Company LLC. (located in Columbus, Ohio) -- Steel
slitting and warehousing operation.
- Steel Construction Systems (located in Orlando, Florida) -- a joint
venture with CSR Rinker, the largest building materials company in
Florida. Steel Construction Systems manufactures steel studs and
joists for residential and light commercial buildings.
- Walbridge Coatings (located in Walbridge, Ohio) -- owns and operates a
400,000 ton per year electrogalvanizing line. This facility produces
corrosion-resistant sheet steel primarily for the automobile industry
and other consumer durables markets. Burns Harbor provides cold
rolled coils for 85 percent of Walbridge's annual capability and is
responsible for marketing its share of the finished product.
- Indiana Pickling and Processing Company (located in northern Indiana)
-- operates a pickling line.
- Chicago Cold Rolling, L.L.C. (located in northern Indiana) --
processes hot rolled sheet into cold rolled sheet products.
- TWB Company (located in Michigan) -- operates the largest plant in
North America producing laser-welded blanks for the automotive
industry.
- MetalSite (www.metalsite.net) -- Bethlehem is an equity partner in
MetalSite, an internet metals marketplace where companies can buy or
sell metal products or services.
- Bethlehem Roll Technologies LLC (located in Sparrows Point, Maryland)
-- operates a facility for grinding steel mill rolls for Bethlehem and
others.
- BethNova Tube, LLC (site location not yet determined) -- will produce
tubes for use in hydroforming automobile and truck parts. Tube
production is expected to begin in the first quarter of 2001.
Bethlehem also has indirect equity interests in various iron ore
properties. See "Raw Material Properties and Interests" below.
Raw Material Properties and Interests
Iron Ore. Bethlehem has indirect equity interests in various iron ore
--------
operating properties, which (excluding tonnages applicable to interests owned
by others) it estimates contained recoverable reserves at December 31, 1999,
sufficient to produce at least 16 million tons of direct shipping iron ore from
properties located in Brazil and 186 million tons of iron ore pellets from
properties located in Minnesota. During 1997, Bethlehem sold its equity
interest in Iron Ore Company of Canada ("IOC"). Bethlehem continues as a
customer of IOC and purchases iron ore at prices which approximate market. In
addition to the estimated reserves at operating properties, Bethlehem also has
indirect equity interests in undeveloped or nonoperating iron ore properties,
which (excluding tonnages applicable to interests owned by others) it estimates
12
contained recoverable reserves at December 31, 1999, sufficient to produce at
least 11 million tons of direct shipping iron ore from properties located in
Brazil and 128 million tons of iron ore pellets from properties located in
Minnesota.
The iron ore operating properties in which Bethlehem has interests
have mining and processing facilities which can supply a majority of
Bethlehem's current annual iron ore requirements. The location of Bethlehem's
steel operations and the iron ore products best suited to these facilities
determine when Bethlehem sells, exchanges or purchases iron ore. These
purchases have been from various sources, including sources in which it has
ownership interests, under a variety of arrangements.
Bethlehem's share of the annual iron ore production by enterprises in
which it has ownership interests, for Bethlehem's use or sale to trade
customers, was 6.9 million tons in 1999 and 7.9 million tons in 1998. In
addition to these sources, Bethlehem purchased 4 million tons of iron ore in
1999 and 5.1 million tons of iron ore in 1998 from sources in which it had no
ownership interests. In 1999, Bethlehem obtained about 62 percent of its iron
ore requirements from operations in which it had ownership interests compared
with 58 percent in 1998.
Iron ore trade sales commitments for 2000 are .3 million tons and no
sales commitments exist beyond 2000.
The interests in foreign iron ore properties described above are
subject to the risks associated with investments in foreign countries,
including the risk of nationalization.
Coal and Coke. Bethlehem has sold all of its coal operating
-------------
properties and purchases all of the coal it uses from commercial sources.
Bethlehem owns undeveloped or nonoperating coal properties in Pennsylvania,
which it estimates contained recoverable reserves at December 31, 1999,
sufficient to produce at least 158 million tons of coal, of which about 91
percent and 9 percent, respectively, are metallurgical and steam coal.
Bethlehem operates coke-making facilities at Burns Harbor, Indiana and
Lackawanna, New York.
Other Raw Materials. Bethlehem purchases its other raw material
-------------------
requirements from commercial sources.
Transportation
Bethlehem owns nine subsidiary shortline railroads which transport raw
materials and semifinished steel products within various Bethlehem operations
and serve other customers on their lines. Bethlehem manages an interstate
trucking company serving Bethlehem's operations and other facilities and
manages a rail/truck intermodal facility in Bethlehem, Pennsylvania.
The Burns Harbor Division operates two 1,000-foot ore vessels (one
owned and one under long-term charter), which are used for the transportation
of iron ore on the Great Lakes.
General
While Bethlehem's principal operations and facilities are adequately
maintained, they are of varying ages, technologies and operating efficiencies.
Bethlehem believes that most of its operations and facilities currently are
competitive with the operations and facilities of its principal competitors.
Bethlehem will continue to make capital expenditures to improve and maintain
the competitiveness of its operations and facilities. See "ITEM 1. BUSINESS -
Capital Expenditures" of this Report for a discussion of Bethlehem's capital
expenditures.
13
Bethlehem owns all principal operations and facilities. During 1998,
Bethlehem sold its No. 1 Coke Oven Battery at Burns Harbor to an affiliate of
DTE Energy Services, Inc. Bethlehem operates the facility for the owner and
purchases its output. Bethlehem financed the construction of two hot-dip
galvanizing lines at its Burns Harbor and Sparrows Point Divisions. These two
galvanizing lines are pledged as collateral for the borrowings.
ITEM 3. LEGAL PROCEEDINGS.
Bethlehem is a party to numerous legal proceedings incurred in the
ordinary course of its business. Bethlehem cannot predict with any certainty
the outcome of any legal proceedings to which it is a party. However, in the
opinion of Bethlehem's management, adequate reserves have been recorded for
losses which are likely to result from these proceedings. To the extent that
such reserves prove to be inadequate, Bethlehem would incur a charge to
earnings which could be material to its future results of operations in
particular quarterly or annual periods. The outcome of these proceedings,
however, is not currently expected to have a material adverse effect on
Bethlehem's consolidated financial position.
See "ITEM 1. BUSINESS - Environment" of this Report for a discussion
of Bethlehem's potential responsibilities for environmental cleanup at certain
sites under RCRA and CERCLA.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during
the fourth quarter of 1999.
__________
14
Executive Officers of the Registrant.
The executive officers of Bethlehem as of March 3, 2000, are as
follows:
Name Age Position
---- --- --------
Curtis H. Barnette 65 Chairman and Chief Executive Officer
Gary L. Millenbruch 62 Vice Chairman and Chief Financial Officer
Duane R. Dunham 58 President and Chief Operating Officer
Dr. Augustine E. Moffitt, Jr. 54 Executive Vice President (Administration)
and Chief Administrative Officer
Leonard M. Anthony 45 Treasurer
Lonnie A. Arnett 54 Vice President (Accounting), Controller
and Chief Accounting Officer
Dr. Walter N. Bargeron 57 President, Burns Harbor Division
David M. Beinner 60 Senior Vice President (Commercial)
Thomas J. Conarty, Jr. 50 Vice President (Information Technology)
and Chief Information Officer
Stephen G. Donches 54 Vice President (Public Affairs)
Andrew R. Futchko 57 President, Pennsylvania Steel
Technologies, Inc.
William H. Graham 54 Senior Vice President (Law), General
Counsel and Secretary
Carl W. Johnson 58 President, Sparrows Point Division
John L. Kluttz 57 Vice President (Union Relations)
Dr. Carl F. Meitzner 60 Vice President (Planning)
Van R. Reiner 51 President, Bethlehem Lukens Plate
Dr. Malcolm J. Roberts 57 Vice President (Technology) and
Chief Technology Officer
Robert A. Rudzki 46 Vice President (Purchasing and
Transportation) and Chief Procurement
Officer
Dorothy L. Stephenson 50 Vice President (Human Resources)
15
All of the executive officers have held responsible management or
professional positions with Bethlehem or its subsidiaries for more than the
past five years.
Bethlehem's By-laws provide that the Board of Directors annually
chooses the officers and that each officer holds office until his or her
successor is elected, or his or her death, resignation or removal.
16
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND
RELATED SECURITY HOLDER MATTERS.
As of March 3, 2000, about 32,850 stockholders held 131,641,347 shares
of Bethlehem Common Stock. The principal market for Bethlehem Common Stock is
the New York Stock Exchange. Bethlehem Common Stock is also listed on the
Chicago Stock Exchange. Dividends on Bethlehem Common Stock are paid quarterly
when declared by Bethlehem's Board of Directors.
Under the provisions of Bethlehem's 10-3/8% Senior Notes due 2003,
Bethlehem's ability to pay dividends on its Common Stock is restricted. See
Note J to the Consolidated Financial Statements. At December 31, 1999, about
$280 million was available for the payment of Common Stock dividends under
these provisions.
Bethlehem has not paid a dividend on its Common Stock since the fourth
quarter of 1991. Bethlehem's Board of Directors will determine whether to pay
any future dividends (subject to any applicable restrictions) based on attained
financial results and business outlook.
The following table shows the high and low sales prices of Bethlehem
Common Stock as reported in the consolidated transaction reporting system. The
closing sale price of Bethlehem Common Stock on March 3, 2000, was $6.00.
1999 1998
---- ----
Sales Prices Sales Prices
------------ ------------
Period High Low High Low
------ ---- --- ---- ---
First Quarter.................. $10.688 $ 7.688 $15.500 $ 8.063
Second Quarter................. 10.938 7.375 17.125 11.063
Third Quarter.................. 8.688 6.750 13.438 7.000
Fourth Quarter................. 8.500 5.875 10.750 7.313
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this Item is incorporated by reference
from page 31 of Bethlehem's 1999 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The information required by this Item is incorporated by reference
from pages 2 to 9 and 12 to 15 of Bethlehem's 1999 Annual Report to
Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this Item is incorporated by reference
from pages 16 to 28 of Bethlehem's 1999 Annual Report to Stockholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
In addition to the information under the caption "Executive Officers
of the Registrant" in Part I of this Report, the information required by this
Item is incorporated by reference from the material under the heading "Item 1
- -- Election of Directors" and "Section 16(a) Beneficial Ownership Reporting
Compliance" of Bethlehem's Proxy Statement for the 2000 Annual Meeting of
Stockholders, which will be filed with the Securities and Exchange Commission.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this Item is incorporated by reference
from the material under the heading "Executive Compensation" of Bethlehem's
Proxy Statement for the 2000 Annual Meeting of Stockholders, which will be
filed with the Securities and Exchange Commission.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The information required by this Item is incorporated by reference
from the material under the heading "Stock Ownership Information" of
Bethlehem's Proxy Statement for the 2000 Annual Meeting of Stockholders, which
will be filed with the Securities and Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this Item is incorporated by reference
from the material under the heading "Certain Business Relationships and Related
Transactions" and under the heading "Indemnification Assurance Agreements" of
Bethlehem's Proxy Statement for the 2000 Annual Meeting of Stockholders, which
will be filed with the Securities and Exchange Commission.
Except for those items specifically incorporated by reference, you
should not consider Bethlehem's 1999 Annual Report to Stockholders or Proxy
Statement for the 2000 Annual Meeting of Stockholders to be part of this
Report.
18
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K.
(a) Documents filed as part of this Report:
The following is an index of the financial statements, schedules and
exhibits included in this Report or incorporated herein by reference.
(1) Financial Statements.
BETHLEHEM STEEL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Page
----
Consolidated Statements of Income for years 1999, 1998 and 1997................ *
Consolidated Balance Sheets as of December 31, 1999 and 1998 .................. *
Consolidated Statements of Cash Flows for the years 1999, 1998 and 1997........ *
Notes to Consolidated Financial Statements (Including Quarterly Financial Data). *
(2) Consolidated Financial Statement Schedules.
Report of Independent Auditors On Consolidated Financial Statement Schedule.... F-1
II -- Valuation and Qualifying Accounts and Reserves, years ended
December 31, 1999, 1998 and 1997................................. F-3
* Incorporated by reference from pages 16 to 28 of Bethlehem's 1999 Annual
Report to Stockholders.
The Consolidated Financial Statements, together with the report of
PricewaterhouseCoopers LLP dated January 26, 2000, on pages 16 to 29 of
Bethlehem's 1999 Annual Report to Stockholders are incorporated by reference in
this Form 10-K Annual Report. With the exception of those pages, you should
not consider Bethlehem's 1999 Annual Report to Stockholders as a part of this
Report for this Item. The Schedule listed above should be read in conjunction
with the consolidated financial statements in such 1999 Annual Report to
Stockholders.
Schedules not included have been omitted because they are not
applicable or the required information is shown in the consolidated financial
statements or notes.
Separate financial statements of subsidiaries not consolidated and 50
percent or less owned persons accounted for by the equity method have been
omitted because considered in the aggregate as a single subsidiary they do not
constitute a significant subsidiary.
(3) Exhibits.
The following is an index of the exhibits included in this Report or
incorporated herein by reference.
(3)(a) Second Restated Certificate of Incorporation (Incorporated by reference
from Exhibit 3(a) to Bethlehem's Annual Report on Form 10-K for the
year ended December 31, 1998).
19
(b) Amendment to Second Restated Certificate of Incorporation
(Incorporated by reference from Exhibit 3(i) to Bethlehem's quarterly
report on Form 10-Q for the quarter ended June 30, 1995).
(c) By-laws of Bethlehem Steel Corporation, as amended October 1, 1999
(Incorporated by reference from Exhibit 4 to Bethlehem's quarterly
report on Form 10-Q for the quarter ended September 30, 1999).
(4)(a) Rights Agreement, dated as of July 29, 1998, between Bethlehem
Steel Corporation and First Chicago Trust Company of New York
(Incorporated by reference from Bethlehem's Report on Form 8-K
filed August 5, 1998).
(b) Amendment No. 1 to the Rights Agreement, dated as of March 17,
1999, between Bethlehem Steel Corporation and First Chicago Trust
Company of New York (Incorporated by reference from Bethlehem's
Amended Registration Statement on Form 8-A/A filed March 19,
1999).
(c) Amendment No. 2 to Rights Agreement, dated as of December 30,
1999, between Bethlehem Steel Corporation and First Chicago Trust
Company of New York (Incorporated by reference from Bethlehem's
Amended Registration Statement on Form 8-A/A filed December 30,
1999).
(d) Inventory Credit Agreement, dated as of September 12, 1995, as
amended and restated on June 5, 1997, June 19, 1998, and June 17,
1999.
(e) Receivables Purchase Agreement, dated as of September 12, 1995, as
amended and restated on June 5, 1997, June 19, 1998, and June 17,
1999.
(f) Bethlehem is a party to certain long-term debt agreements where
the amount involved does not exceed 10 percent of Bethlehem's
total consolidated assets. Bethlehem agrees to furnish a copy
of any such agreement to the Commission upon request.
*(10)(a) Excess Benefit Plan of Bethlehem Steel Corporation and Subsidiary
Companies, as amended September 20, 1995 (Incorporated by
reference from Exhibit 10 to Bethlehem's Annual Report on Form
10-K for the fiscal year ended December 31, 1997).
*(b) 1988 Stock Incentive Plan of Bethlehem Steel Corporation
(Incorporated by reference from Exhibit 10 to Bethlehem's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997).
*(c) 1994 Stock Incentive Plan of Bethlehem Steel Corporation
(Incorporated by reference from Exhibit 10(c) to Bethlehem's
Annual Report on Form 10-K for the year ended December 31, 1998).
*(d) 1994 Non-Employee Directors Stock Plan of Bethlehem Steel
Corporation (Incorporated by reference from Exhibit 10(d) to
Bethlehem's Annual Report on Form 10-K for the year ended December
31, 1998).
*(e) 1998 Stock Incentive Plan of Bethlehem Steel Corporation
(Incorporated by reference from Exhibit 1 to Bethlehem's Proxy
Statement in connection with its Annual Meeting of Shareholders
held on April 28, 1998).
*(f) Special Incentive Compensation Plan of Bethlehem Steel
Corporation, which is contained in Article Seven of the Second
Restated Certificate of Incorporation referred to in Exhibit 3(a)
to this Report.
20
*(g) Supplemental Benefits Plan of Bethlehem Steel Corporation and
Subsidiary Companies, as amended September 20, 1995 (Incorporated
by reference from Exhibit 10 to Bethlehem's Annual Report on Form
10-K for the fiscal year ended December 31, 1997).
*(h) Post-Retirement Retainer Plan for Non-Officer Directors
(Incorporated by reference from Exhibit 10 to Bethlehem's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997).
(i) Form of Indemnification Assurance Agreement between Bethlehem
Steel Corporation and each of its directors and executive officers
listed on Schedule A thereto.
(j) Form of Agreement between Bethlehem Steel Corporation and eight
executive officers. Additional agreements have been entered into
between Bethlehem Steel Corporation and twelve other executive
officers and employees. These additional agreements are
substantially in the form of said Agreement except: (i) the
amount of compensation upon termination is two rather than three
times annual salary and bonus and (ii) the additional agreements
do not permit the recipient to terminate for any reason during the
30-day period following the first anniversary of the change in
control (Incorporated by reference from Exhibit 10 to Bethlehem's
quarterly report on Form 10-Q for the quarter ended September 30,
1998).
(k) Consulting Agreement and Covenant not to Compete, as amended,
between Bethlehem Steel Corporation and Curtis H. Barnette.
(l) Consulting Agreement and Covenant not to Compete, as amended,
between Bethlehem Steel Corporation and Roger P. Penny.
(13) Those portions of Bethlehem's 1999 Annual Report to Stockholders which
are incorporated by reference into this Form 10-K Annual Report.
(23) Consent of Independent Auditors (included on page F-2 of this Report).
(24) Power of Attorney.
(27) Financial Data Schedule for period ended December 31, 1999.
- -----------------
* Compensatory plans in which Bethlehem's directors and executive officers
participate.
(b) Reports on Form 8-K.
Bethlehem filed a report on Form 8-K on December 30, 1999, disclosing
the adoption of Amendment No. 2 to its Rights Agreement with First Chicago
Trust Company of New York. The Amendment is listed as Exhibit 4(c) to this
Report on Form 10-K.
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Bethlehem Steel Corporation has duly caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 9th day of March, 2000.
BETHLEHEM STEEL CORPORATION,
By: /s/ Lonnie A. Arnett
------------------------------
Lonnie A. Arnett
Vice President and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of Bethlehem Steel Corporation and in the capacities indicated on the
9th day of March, 2000.
/s/ Curtis H. Barnette /s/ Duane R. Dunham
- ------------------------------ ------------------------------
Curtis H. Barnette Duane R. Dunham
Chairman and Director Director
(principal executive officer)
/s/ Gary L. Millenbruch /s/ Harry P. Kamen
- ------------------------------ ------------------------------
Gary L. Millenbruch Harry P. Kamen
Vice Chairman and Director Director
(principal financial officer)
/s/ Lonnie A. Arnett /s/ William M. Landuyt
- ------------------------------ ------------------------------
Lonnie A. Arnett William M. Landuyt
Vice President and Controller Director
(principal accounting officer)
/s/ Benjamin R. Civiletti /s/ Robert McClements, Jr.
- ------------------------------ ------------------------------
Benjamin R. Civiletti Robert McClements, Jr.
Director Director
22
/s/ Worley H. Clark /s/ Shirley D. Peterson
- ------------------------------ ------------------------------
Worley H. Clark Shirley D. Peterson
Director Director
/s/ John B. Curcio /s/ Dean P. Phypers
- ------------------------------ ------------------------------
John B. Curcio Dean P. Phypers
Director Director
/s/ Lewis B. Kaden /s/ John F. Ruffle
- ------------------------------ ------------------------------
Lewis B. Kaden John F. Ruffle
Director Director
23
Report of Independent Auditors on
Financial Statement Schedule
To the Board of Directors
of Bethlehem Steel Corporation
Our audits of the consolidated financial statements referred to in our report
dated January 26, 2000 appearing in the 1999 Annual Report to Stockholders of
Bethlehem Steel Corporation (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the Financial Statement Schedule listed in Item 14(a)(2) of this
Form 10-K. In our opinion, this Financial Statement Schedule presents fairly,
in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
New York, New York
January 26, 2000
F-1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 2-90795, No. 2-71699, No. 2-53880, No. 2-90796,
No. 2-67314, No. 33- 23516, No. 33-23688, No. 33-52267, No. 33-58019, No.
33-58021, No. 33-60507, No. 333-53895, No. 333-57157 and No. 333-91941) of
Bethlehem Steel Corporation of our report dated January 26, 2000 relating to
the financial statements, which appears in the 1999 Annual Report to
Stockholders, which is incorporated in this Annual Report on Form 10-K. We
also consent to the incorporation by reference of our report dated January 26,
2000 relating to the Financial Statement Schedule, which appears in this Form
10-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
New York, New York
March 9, 2000
F-2
BETHLEHEM STEEL CORPORATION
10-K SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
($ in Millions)
Charged
Balance at (Credited) Balance at
12/31/98 to Income Deductions Other 12/31/99
---------- ---------- ---------- ----- ---------
Classification
- --------------
Doubtful Receivables & Returns $20.0 $0.8 ($1.2)(a) - $19.6
Deferred Income Tax Asset 320.0 39.0 (19.0)(b) - 340.0
Charged
Balance at (Credited) Balance at
12/31/97 to Income Deductions Other 12/31/98
---------- ---------- ---------- ----- ----------
Classification
- --------------
Doubtful Receivables & Returns $18.8 ($0.4) $1.6 (a) - $20.0
Long-term Receivables 2.0 - - (2.0)(c) -
Deferred Income Tax Asset 350.0 (22.0) - (8.0)(d) 320.0
Charged
Balance at (Credited) Balance at
12/31/96 to Income Deductions Other 12/31/97
---------- ---------- ---------- ----- ----------
Classification
- --------------
Doubtful Receivables & Returns $20.8 ($2.8) $0.8 (a) - $18.8
Long-term Receivables 4.4 - (2.4)(a) - 2.0
Deferred Income Tax Asset 410.0 (60.0) - - 350.0
(a) Amounts written-off less collections and reinstatements.
(b) Expiration of NOL carryforward and other tax adjustments.
(c) The property for which this receivable relates to was forclosed on by
Bethlehem and the receivable and related allowance was included in
the basis of the property.
(d) Allowance on taxable temporary differences acquired through
Bethlehem's purchase of Lukens.
F-3