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United States Steel Corporation Address: 600 Grant Street Pittsburgh, Pennsylvania 15219 U.S.A. Telephone: (412) 433-1121 Toll Free: (866) 433-4801 Fax: (412) 433-5733 http://www.ussteel.com Statistics: Public Company Incorporated: 1901 as United States Steel Corporation Employees: 37,161 (2001) Sales: $6.4 billion (2001) Stock Exchanges: New York Ticker Symbol: X NAIC: 331513 Steel Foundries (except Investment); 421520 Coal and Other Mineral and Ore Wholesalers; 212112 Bituminous Coal Underground Mining; 331210 Iron and Steel Pipe and Tube Manufacturing from Purchased Steel; 213114 Support Activities for Metal Mining; 324199 All Other Petroleum and Coal Products Company Perspectives: United States Steel Corporation has been making steel for more than 100 years, and we intend to be making it for 100 more, always seeking to make it better, faster, and more cost effective; always focused on safety and environmental protection; always striving to be the best in the world. Key Dates: 1873: Andrew Carnegie founds Carnegie Steel Co. 1898: J.P. Morgan founds Federal Steel Co. 1901: Ten steel companies, including Carnegie and Federal, merge to form the United States Steel Corporation. 1911: Antitrust charges are brought against U.S. Steel. 1915: U.S. Steel is cleared of antitrust charges. 1937: U.S. Steel signs a contract with the Steel Workers’ Organizing Committee, the predecessor of the United Steel Workers of America. 1952: President Truman seizes U.S. Steel properties to assure the supply of steel for the Korean War; Supreme Court rules the seizure is unconstitutional. 1962: President Kennedy protests a steel price increase and causes its reversal. 1979: U.S. Steel closes 13 facilities. 1982: U.S. Steel acquires Marathon Oil Company. 1991: A restructuring renames U.S. Steel USX and creates two tracking stocks: USX-U.S. Steel Group and USX-Marathon Group. 1992: USX-Dehli Group is created as a third tracking stock. 2000: USX acquires a steel producer in the Slovak Republic. 2002: USX is broken into independent companies: United States Steel Corporation and Marathon Oil. Company History: The United States Steel Corporation is the largest integrated steel company in the United States and the 11th largest in the world. It produces and sells a wide range of semi-finished and finished steel products, coke, and taconite pellets. It operates smaller businesses in real estate, engineering, mining, and financial services. The company owns and operates a steel production facility in the Slovak Republic that supplies the Eastern European market. It also engages in joint ventures with Japanese and Korean steelmakers. Origins: 1873-1915 The origin of United States Steel Corporation (U.S. Steel) is virtually an early history of the steel industry in the United States, which in turn is closely linked to the name of Andrew Carnegie. The quintessential 19th-century self-made man, Carnegie began as a bobbin boy in a cotton mill, made a stake in the railroad business, and, in 1864, started to invest in the iron industry. In 1873 he began to establish steel plants using the Bessemer steelmaking process. A ruthless competitor, he led his Carnegie Steel Company to be the largest domestic steelmaker by the end of the century. In 1897 Carnegie appointed Charles M. Schwab, a brilliant, diplomatic veteran of the steel industry who had worked his way up through the Carnegie organization, as president of Carnegie Steel. At about the same time, prominent financier John Pierpont Morgan became a major participant in the steel industry as a result of his organization of the Federal Steel Company in 1898. Morgan’s personal representative in the steel business was Elbert Henry Gary, a lawyer, former judge, and director of Illinois Steel Company, one of the several steel companies co-opted into Federal Steel, of which Gary was made president. Carnegie, Schwab, Morgan, and Gary were the key participants in the organization of U.S. Steel. By 1900 the demand for steel was at peak levels, and Morgan’s ambition was to dominate this market by creating a centralized combine, or trust. He was encouraged in this by rumors of Carnegie’s intention to retire from business. U.S. President William McKinley was known to approve of business consolidations, and his support limited the risk of government antitrust claims in the face of a steel industry combination. In December 1900 Morgan attended a now-legendary dinner at New York’s University Club. During the course of the evening Schwab gave a speech that set forth the outlines of a steel trust, the nucleus of which would be the Carnegie and Morgan steel enterprises, together with a number of other smaller steel, mining, and shipping concerns. With Schwab and Gary as intermediaries between Carnegie and Morgan, negotiations were concluded by early February 1901 for Carnegie to sell his steel interests for about $492 million in bonds and stock of the new company. The organization plan was largely executed by Gary, with Morgan arranging the financing. On February 25, 1901, United States Steel Corporation was incorporated with an authorized capitalization of $1.4 billion, the first billion-dollar corporation in history. The ten companies that were merged to form U.S. Steel were American Bridge Company, American Sheet Steel Company, American Steel Hoop Company, American Steel & Wire Company, American Tin Plate Company, Carnegie Steel Company, Federal Steel Company, Lake Superior Consolidated Iron Mines, National Steel Company, and National Tube Company. At Morgan’s urging Schwab became president of U.S. Steel, with Gary as chairman of the board of directors and of the executive committee. Two such strong personalities, however, could not easily share power. In 1903 Schwab resigned and soon took control of Bethlehem Steel Corporation, which he eventually built into the second-largest steel producer in the country. Gary stayed on as, in effect, chief executive officer to lead U.S. Steel and to dominate its policies until his death in August of 1927. His stated goal for U.S. Steel was not to create a monopoly but to sustain trade and foster competition by competing on a basis of efficiency and price. Steel prices did drop significantly in the years after the company began, and, because of competition, U.S. Steel’s market share of U.S. steel production dropped steadily over the years from about 66 percent in 1901 to about 33 percent from the 1930s to the 1950s. U.S. Steel’s sales increased from $423 million in 1902 to $1 billion during the 1920s, dropped to a low of $288 million in 1933, reached $1 billion in 1940, and climbed to about $3 billion in 1950. Except for a few deficit years, U.S. Steel’s operations have been generally profitable, though earnings have been cyclical. U.S. Steel’s history is notable for continual acquisitions, divestitures, consolidations, reorganizations, and labor disputes. In 1901 U.S. Steel acquired the Bessemer Steamship company, a shipping concern engaged in iron-ore traffic on the Great Lakes. Shelby Steel Tube Company was purchased in 1901, Union Steel Company in 1903, and Clairton Steel Company in 1904; a number of other, smaller acquisitions were made in those early years. In 1906 U.S. Steel began construction on a large, new steel plant on Lake Michigan together with a model city designed primarily for its employees. The new town was named Gary, Indiana, and was substantially completed by 1911. A major acquisition in 1907 was that of Tennessee Coal, Iron and Railroad Company, the largest steel producer in the South. A presence in the West was established with the purchase of Columbia Steel Company in 1910. In addition to steel manufacture, U.S. Steel also maintained large coal-mining operations in western Pennsylvania. These operations were based on former properties of H.C. Frick Coke Company, which included some of Carnegie’s coal properties and which became a part of U.S. Steel when it was formed in 1901. The coal produced by these mines was used to fuel U.S. Steel’s operations. The 12-hour workday, standard in industry during U.S. Steel’s early years, was a major labor issue. U.S. Steel’s workers originally were unorganized, and Gary was a staunch enemy of unionization, the closed shop, and collective bargaining. He took a leading role among businessmen, however, by calling in 1911 for the abolition of the 12-hour workday. Little was actually done, however, and a general strike was called against the steel industry in 1919. The strike failed and was abandoned in 1920. The 12-hour workday eventually was abolished, and in 1937 U.S. Steel signed a contract with the Steel Workers Organizing Committee, which in 1942 became the United Steelworkers of America. U.S. Steel’s labor relations have historically been adversarial, characterized by divisive negotiations, often bitter strikes, and settlements that were sometimes economically disastrous for the company and, in the long run, for its employees. The U.S. government’s tolerant view of big corporations ended with the administration of President Theodore Roosevelt. On Roosevelt’s instructions, an antitrust investigation of U.S. Steel was begun in 1905. Gary cooperated with the investigation, but the final report to President William Howard Taft in 1911 led to a monopoly charge against U.S. Steel in the U.S. Circuit Court of Appeals. This court’s 1915 decision unanimously absolved U.S. Steel from the monopoly charge and largely vindicated Gary’s claim that U.S. Steel was designed to be competitive rather than a monopolistic trust. Growth: 1915-1963 U.S. Steel’s business boomed during World War I with sales more than doubling between 1915 and 1918 and remaining strong at about $2 billion annually through the 1920s. Gary’s personal domination of U.S. Steel ended with his death in 1927. J.P. Morgan, Jr., became chairman of the board of directors from 1927 to 1932, but during this period U.S. Steel essentially was under the leadership of Myron C. Taylor, chairman of the finance committee from 1927 to 1934 and chairman of the board from 1932 until his resignation in 1938. Taylor brought about extensive changes in U.S. Steel’s makeup. Numerous obsolete plants were closed, others were modernized, and a new plant was added with total capital expenditures of more than $500 million. By the end of Taylor’s tenure, about three-quarters of U.S. Steel’s products were different or were made differently and more efficiently than they had been in 1927, with the principal realignment being the change from heavy steel for capital goods to lighter steel for consumer goods. After Taylor’s resignation in 1938, Edward R. Stettinius, Jr., served as chairman of the board until he left in 1940 to undertake government service and eventually to become secretary of state. Benjamin F. Fairless, an important figure in U.S. Steel history, became president in 1938, and Irving S. Olds succeeded Stettinius as chairman of the board in 1940. Olds served as chairman until 1952, when he was succeeded in that office by Fairless. During this period U.S. Steel’s business recovered from its Depression slump, buoyed by the enormous demand for steel products generated by World War II and the postwar economic boom. Revenues more than quintupled from $611 million in 1938 to more than $3.5 billion in 1951. U.S. Steel was present in every geographical market in the United States except the East, so in 1949 it announced plans to build a large integrated steel plant in Pennsylvania on the Delaware River to be known as the Fairless Works. This plant, operational in 1952, was intended to compete with Bethlehem Steel for the eastern market and to take advantage of ocean shipment of iron ore from U.S. Steel’s large ore reserves in Venezuela. In 1951 a change intended to simplify the structure of United States Steel Corporation took place when a single company was formed from its four major operational subsidiaries. This reorganization, completed in 1953, created a tightly knit, more efficient organizational structure in place of the former aggregate of semi-independent units. In 1953 Clifford F. Hood was appointed president and chief operating officer, sharing overall responsibility for the company with board chairman Fairless and Enders W. Voorhees, who continued as chairman of the finance committee. Fairless’s tenure as chairman of the board included one of the longest strikes in U.S. Steel’s history, resulting from the company’s refusal to allow substantial wage increases and tighter closed-shop rules. Just before the strike was to begin in April 1952, President Harry S. Truman seized the company’s properties in order to ensure steel production for the Korean War. This unusual action was declared unconstitutional by the U.S. Supreme Court in June 1952. An industry-wide strike ensued that was settled in August, ending a unique episode in U.S. Steel’s labor history. A more productive occurrence was the ground breaking in 1953 for the building of a new research center near Pittsburgh. Fairless retired in May 1955 and was succeeded by Roger M. Blough as chairman of the board and chief executive officer. Due to improved administrative, operating, and plant efficiencies, U.S. Steel set a postwar record for profitability in 1955, although market share continued to decline to around 30 percent. In 1958 a further corporate simplification took place when wholly owned subsidiary Universal Atlas Cement Company was merged into U.S. Steel as an operating division, as were the Union Supply Company and Homewood Stores Company subsidiaries. Profits were being squeezed between rising operating costs and relatively stable prices, and in April 1962 U.S. Steel unexpectedly announced an across-the-board price increase that triggered a storm of criticism, including an angry protest to Blough from U.S. President John F. Kennedy. Within a week U.S. Steel was forced to rescind the price increase, using the face-saving excuse that other steel companies had not agreed to support the new price level. This situation resulted from U.S. Steel’s continued decline in market share to about 25 percent in 1961, together with deteriorating profitability, in part caused by excessive capital spending in relation to market volume. Decline and Consolidation: 1963-2002 In response to its difficulties, U.S. Steel announced in 1963 a further reorganization and centralization of its steel divisions and sales operations in order to concentrate management resources to a greater extent on sales and consumer services. In 1964 U.S. Steel created a new chemicals division called Pittsburgh Chemical Company. Effective in 1966 United States Steel Corporation was reincorporated in Delaware to take advantage of that state’s more flexible corporation laws. In 1967 Edwin H. Gott became president and chief operating officer, and in 1969 he succeeded Blough as chairman of the board and CEO. Edgar B. Speer, a veteran steel man, moved up to the presidency. In 1973 Gott retired and Speer assumed his duties as chairman and CEO. Significantly, Speer immediately announced plans to expand U.S. Steel’s diversification into nonsteel businesses. Prospects for long-term growth in steel were fading rapidly because of rising costs, competitive pricing, and foreign competition. During Speer’s tenure, U.S. Steel closed or sold a variety of facilities and businesses in steel, cement, fabricating, home building, plastics, and mining. Capital expenditure, much of it for environmental purposes, remained high. There was little significant diversification, however. In 1979 U.S. Steel lost $293 million. Also that year, former president David M. Roderick became chairman and CEO. He announced a major liquidation of unprofitable steel operations and increased efforts to diversify. In 1979, 13 steel facilities were closed with an $809 million write-off. Universal Atlas Cement--once the United State’s largest cement company--was sold, and various real estate, timber, and mineral properties were leased or sold. The long-promised diversification move came in 1982 with United States Steel Corporation’s $6.2 billion acquisition of Marathon Oil Company, a major integrated energy company with vast reserves of oil and gas. Marathon’s revenues were about the same as those of U.S. Steel; thus, the company’s size was doubled, with steel’s contribution to sales dropping to about 40 percent. Marathon had been incorporated on August l, 1887, as Ohio Oil Company by Ohio oil driller Henry Ernst and four of his fellow oil men, primarily in order to compete with Standard Oil Company. Ohio Oil quickly became the largest producer of crude oil in Ohio and was bought out by Standard Oil in 1889. When Standard was broken up on antitrust grounds by the U.S. government in 1911, Ohio Oil again became an independent company with veteran oilman James Donnell as president. Under Donnell and his successors, Ohio Oil grew into an international integrated oil and gas company with large energy resources and extensive exploratory and retail sales operations. Its name was changed to Marathon Oil Company in 1962. U.S. Steel continued to improve the efficiency and profitability of its steel operations with the 1983 closing of part or all of 20 obsolete plants. By 1985 Roderick had shut down more than 150 facilities and reduced steelmaking capacity by more than 30 percent. He cut 54 percent of white-collar jobs, laid off about 100,000 production workers, and sold $3 billion in assets. U.S. Steel continued its diversification program in February 1986 with the $3.6 billion acquisition of Texas Oil & Gas Corporation. Founded in 1955 as Tex-Star Oil & Gas Corporation, the company is engaged primarily in the domestic production, gathering, and transportation of natural gas. In July 1986 United States Steel Corporation changed its name to USX Corporation to reflect the company’s diversification. In October 1986 corporate raider Carl Icahn threatened to make a $7.1 billion offer for USX after purchasing about 29 million USX shares. Roderick fought off the takeover attempt by borrowing $3.4 billion to pay off company debts with the provision that the loan would be called in the event of a takeover. Icahn gave up his attempt in January 1987 but kept his USX shares and began a long program of urging USX management to spin off or sell its under-performing steel business. In 1987 Roderick shut down about one-quarter of USX’s raw steelmaking capacity, but by 1988 U.S. Steel, the steel division of USX, had become the most efficient producer of steel in the world. In May 1989 Roderick retired and was succeeded as chairman and CEO by Charles A. Corry, a veteran of the USX restructuring. In October 1989 Corry announced a plan to sell some of Texas Oil & Gas’s energy reserves in order to pay off debt and implement a large stock buyback. In June 1990 the company stated that it would consolidate Texas Oil’s operations with Marathon Oil in order to cut costs. On January 31, 1991, Icahn won his long battle to have USX restructured when the company announced that it would recapitalize by issuing a separate class of stock for its U.S. Steel subsidiary although both businesses, energy and steel, would remain part of USX. In May 1991 USX shareholders approved the plan. Common shares of USX Corporation began trading as USX-Marathon Group, and new common shares of USX-U.S. Steel Group were issued. In May 1992 USX shareholders approved the creation of a third common share, USX-Delhi Group, which reflects the performance of the Delhi Gas Pipeline Corporation and related companies engaged in the gathering, processing, and transporting of natural gas. In 1991 the two stocks rose 28 percent and the steel shares actually outperformed the oil. Several factors influenced the positive performance of the company and its stock. Marathon, unlike many of its competitors, had prepared for growth in the 1990s. The 1991 discovery of what may be a large oil field in Tunisia and two new Gulf of Mexico strikes had the early 1990s looking promising for USX-Marathon. The addition of its East Brae field in the North Sea in 1995 could also boost crude output by 25,000 barrels per day from about 200,000 barrels per day. In addition, while other oil companies reduced their exploration budgets, USX-Marathon increased its capital and exploration budget by almost one-third. In the early 1990s, USX-U.S. Steel reduced its fixed costs and boosted productivity by cutting its raw steel capacity in half, closing four of its seven plants and reducing its total number of employees by 56 percent between 1983 and 1990. From 1991 to 1992 alone U.S. Steel reduced its operating capability by 3 million tons to 13.5 tons. The drastic cuts paid off for U.S. Steel; by 1993 the company was the lowest-cost fully integrated steel producer in the United States. U.S. Steel has also worked to bring its quality up to par with foreign competitors, especially the Japanese, by forging joint ventures with such companies as Japan’s Kobe Steel and Korea’s Pohang Iron and Steel Co. The company also spent $1.5 billion in the early 1990s to upgrade its facilities to industry benchmark standards. As the decade proceeded, however, these measures proved insufficient to remedy USX’s many problems. Internationally, the industry suffered from production that exceeded demand. Domestically, the traditional integrated steel companies, including USX, bore the crushing burden of "legacy costs," the pension and health benefits that union contracts obligated them to pay to the thousands of retired and laid-off employees that had resulted from the restructurings of the previous decades. Facing this difficult environment, USX cooperated with the rest of the industry in bringing "antidumping" trade suits against foreign producers. In 1992 and 1998, the industry accused foreign companies of selling steel in the United States at prices below those they sold it for at home. If successful, these actions would cause the U.S. government to impose prohibitive tariffs on foreign steel, thus eliminating foreign competition. These efforts were not, however, initially successful. Only in 2001 did the industry succeed in invoking such antidumping penalties. Internally, the company continued to suffer the extreme cyclicality of the industry, moving into and out of profitability during the decade. By 1998, USX cut production at its Fairless Works and planned to spend $10 million to encourage 540 management and salaried employees to retire early. In 1997 USX, the largest U.S. steel producer but only the 11th largest globally, began a search for a company or companies that would allow it to become a strong international competitor. The search extended over several continents and three years. In October 2000, USX announced the acquisition of a nearly bankrupt former communist steel maker in the Slovak Republic. U.S. Steel-Kosice, as the unit was renamed, was expected to sell steel to automobile makers in much of Eastern Europe. The tracking stock structure, in which USX-Marathon and USX-U.S. Steel Group remained units of a single parent but traded separately on the stock exchange, came under criticism in 1999. The oil industry had been suffering a down cycle, and several large companies had merged. The tracking stock arrangement made Marathon an unattractive acquisition target because payment for its acquisition would be taxable to USX unless a purchaser bought the entire company--an unlikely happening. The existence of the Marathon unit also made it more difficult for the U.S. Steel unit to seek acquisitions or acquirers. Marathon Oil and the United States Steel Corporation became independent companies on January 1, 2002. As it entered the new century, United States Steel reclaimed its original name and identity as an integrated steel manufacturer. The environment in which it operated, however, was still an exceedingly difficult one. At the end of 2001 it took a $35-$45 million charge to close most operations at its Fairless Works. By the beginning of 2002, U.S. Steel proposed a major reorganization of the entire U.S. integrated industry. It began discussing a merger with bankrupt Bethlehem Steel. The company quickly followed this move with a more comprehensive proposal that all integrated companies consolidate in order to improve their efficiency and compete better with foreign producers and the domestic minimills that made steel by less costly methods. The prospects for such a consolidation were not good. As prerequisites, the industry, represented by U.S. Steel, demanded that the government establish very high barriers to protect it from foreign competition. They also asked that the government take over responsibility for paying the industry’s legacy costs. Even if these conditions were met, the consolidation would undoubtedly meet strong protests by foreign governments for violations of international trade agreements, including World Trade Organization rules. At the beginning of the 21st century, the future of U.S. Steel and of the rest of the U.S. integrated steel industry appeared cloudy. Principal Subsidiaries:Acero Prime, S.R.L. de CV (44%); Chrome Deposit Corporation (50%); Clairton 1314B Partnership, L.P. (10%); Delta Tubular Processing (50%); Double Eagle Steel Coating Company (50%); Feralloy Processing Company (49%); Olympic Laser Processing (50%); PRO-TEC Coating Company (50%); Republic Technologies International, LLC (16%); Straightline Source, Inc. (100%); Transtar, Inc (100%); UEC Technologies, LLC (100%); U.S. Steel-Kosice, s.r.o. (100%); USS-POSCO Industries (50%); Worthington Specialty Processing (50%). Principal Competitors:AK Steel Holding Corporation; Arcelor; Bethlehem Steel; Commercial Metals Company; Corus Group; Kawasaki Steel; Kobe Steel; Nippon Steel; NKK Corporation; Nucor; POSCO; ThyssenKrupp.