Back to GetFilings.com
1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
COMMISSION FILE NO. 1-10244
WEIRTON STEEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-1075442
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 THREE SPRINGS DRIVE,
WEIRTON, WEST VIRGINIA 26062
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 304-797-2000
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
Common Stock, Par Value $0.01 Per Share New York
11 3/8% Notes due 2004 New York
10 3/4% Notes due 2005 New York
SECURITIES REGISTERED UNDER 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: ___
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. ___
Based on the closing price as of March 23, 2001, the aggregate market value
of the voting stock held by nonaffiliates of the Registrant was $39,491,816.35.
(The foregoing calculation includes shares allocated under the Registrant's 1984
and 1989 Employee Stock Ownership Plans to the accounts of employees who are not
otherwise affiliates.)
The number of shares of Common Stock ($.01 par value) of the Registrant
outstanding as of March 23, 2001 was 41,570,333.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Certain portions of the Registrant's 2000 Annual Report to Stockholders are
incorporated by reference into Parts I, II and IV of this Annual Report on
Form 10-K to the extent provided herein.
(2) Certain portions of the Registrant's definitive Proxy Statement filed
pursuant to Regulation 14 (filed within 120 days after the end of the fiscal
year covered hereby) in connection with the Registrant's 2001 Annual Meeting
of Stockholders are incorporated by reference into Part III of this Annual
Report on Form 10-K to the extent provided herein.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
TABLE OF CONTENTS
ITEM
PAGE
----
PART I
1. Business.................................................... 1
2. Properties.................................................. 13
3. Legal Proceedings........................................... 14
4. Submission of Matters to a Vote of Security Holders......... 14
PART II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters....................................... 14
6. Selected Financial Data..................................... 15
7. Management's Discussion and Analysis of Results of
Operations and Financial Condition........................ 15
7A. Quantitative and Qualitative Disclosures About Market
Risk...................................................... 15
8. Financial Statements and Supplementary Data................. 15
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................. 15
PART III
10. Directors and Executive Officers of the Registrant.......... 15
11. Executive Compensation...................................... 16
12. Security Ownership of Certain Beneficial Owners and
Management................................................ 17
13. Certain Relationships and Related Transactions.............. 17
PART IV
14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K....................................................... 18
SIGNATURES............................................................ 19
EXHIBIT INDEX......................................................... 20
FINANCIAL STATEMENT SCHEDULES......................................... S-2
3
PART I
ITEM 1. BUSINESS
BACKGROUND
Weirton Steel Corporation (the "Company") and its predecessor companies
have been in the business of making and finishing steel products for over 90
years at the Company's facilities located in Weirton, West Virginia. From
November 1929 to January 1984, the Company's business had been operated as the
Weirton Steel Division of National Steel Corporation. Incorporated in Delaware
in November 1982, the Company acquired its principal operating assets in January
1984.
The Company is a major "integrated" steelmaker. As such, it makes carbon
steel from raw materials to industry and customer specifications. In primary
steelmaking, iron ore pellets, iron ore, coke, limestone and other raw materials
are consumed in blast furnaces to produce molten iron or "hot metal." The
Company then converts the hot metal into raw or liquid steel through its basic
oxygen furnaces where impurities are removed, recyclable scrap is added and
metallurgy for end use is determined on a batch by batch basis. The Company's
basic oxygen process shop ("BOP") is one of the largest in North America,
employing two vessels, each with a steelmaking capacity of 360 tons per heat.
Liquid steel from the BOP is then formed into slabs through the Company's multi-
strand continuous caster. The slabs are then reheated, reduced and finished into
coils by extensive rolling and shaping at the Company's modern hot strip mill
and, in many cases, by further tempering, plating or coating at the Company's
downstream finishing operations. See Item 2. "Properties" for a more detailed
description of the specific units involved in the Company's operations.
PRINCIPAL PRODUCTS AND MARKETS
The Company offers a wide range of rolled carbon steel products, including
hot and cold rolled sheet steel and both hot-dipped and electrolytic galvanized
products (collectively "Sheet Products"), as well as a broad line of coated
steels, including tin plate, chrome coated, and black plate, comprising Tin Mill
Products ("TMP"). The Company's products emphasize the narrow to medium widths,
up to 48" wide, reflective of its rolling and finishing equipment. The Company's
products cover a broad range of gauges, finishes and performance specifications.
The percentages of the Company's total revenues derived from the sale of
Sheet Products and TMP for each year in the five-year period ended December 31,
2000 are shown in the following table. Total revenues include the sale of
"secondary" products, principally those products not meeting prime
specifications.
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Sheet products.................................... 61% 59% 60% 62% 59%
Tin mill products................................. 39 41 40 38 41
--- --- --- --- ---
100% 100% 100% 100% 100%
=== === === === ===
Sheet Products
The Company's presence in the overall domestic Sheet Products market is
limited. To compete more effectively, the Company has concentrated on developing
offerings of more highly processed products and production capability to provide
the coil sizes favored by most of its customers. The Company's strategy for
development of its sheet business focuses on increasing its mix of cold roll and
galvanized products and identifying and serving customers and markets which
require narrow, thin gauge products that the Company can competitively supply
through its No. 9 Tandem Mill. While the Company's efforts are aimed at
increasing the mix of cold rolled and coated products, the relative strength of
markets for individual product offerings has a strong influence on the mix of
products the Company ships in any given period.
1
4
The following table provides information concerning the Company's shipments
of Sheet Products relative to the domestic industry for the periods shown.
SHEET PRODUCTS
HISTORICAL MARKET SHARE
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(IN THOUSANDS OF TONS)
Industry shipments (1)................ 57,393 55,855 50,957 52,278 50,552
Company shipments (1)................. 1,712 1,743 1,771 1,918 1,957
Company market share.................. 3.0% 3.1% 3.5% 3.7% 3.9%
- ---------------
(1) Includes secondary products.
Description of Sheet Product Offerings
Hot rolled products are sold directly from the hot strip mill as "hot
bands," or are further processed using hydrochloric acid to remove surface scale
and are sold as "hot rolled pickled" or "hot rolled pickled and oiled." Hot roll
is used for unexposed parts in machinery, construction products and other
durable goods. Most of the Company's sales of hot rolled products have been to
steel service centers, pipe and tube manufacturers and converters. In 2000, the
Company shipped 704 thousand tons of hot rolled sheet, which accounted for 19%
of total revenues.
Cold rolled sheet requires further processing including additional rolling,
annealing and tempering to enhance ductility and surface characteristics. Cold
roll is used in the construction, steel service center, commercial equipment and
container markets, primarily for exposed parts where appearance and surface
quality are important considerations. In 2000, the Company shipped 393 thousand
tons of cold rolled sheet, which accounted for 15% of total revenues.
Galvanized hot-dipped and electrolytic sheet is coated primarily with zinc
compounds to provide extended anti-corrosive properties. Galvanized is sold to
the electrical, construction, automotive, container, appliance and steel service
center markets. In 2000, the Company shipped 615 thousand tons of galvanized
products, which accounted for 27% of total revenues.
Tin Mill Products
Historically, the Company has emphasized the production and sale of tin
mill products, as a result of which it has become one of the largest domestic
producers of TMP. The Company has enjoyed substantial market share and a widely
held reputation as a high quality producer of TMP. During 2000, the Company's
market share of TMP was approximately 20%, which was consistent with its
historic market share levels. Although categorized as "tin mill products," these
products actually comprise a wide variety of light gauge coated steels,
including black plate, tin coated steel and electrolytic chromium coated steel.
The TMP market is primarily directed at food and general line cans. While the
domestic TMP market offers limited opportunities for expansion, as part of its
ongoing strategy, the Company continues to seek new product and market
opportunities by capitalizing on developing specialty markets.
The following table provides information concerning the Company's shipments
of TMP relative to the domestic industry for the periods shown.
2
5
TIN MILL PRODUCTS
HISTORICAL MARKET SHARE
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(IN THOUSANDS OF TONS)
TMP industry shipments (1)................. 3,742 3,771 3,714 4,058 4,108
Company shipments (1)...................... 736 771 804 854 899
Company market share....................... 20% 20% 22% 21% 22%
- ---------------
(1) Includes secondary products.
Sales and Distribution Logistics
The Company's products are primarily sold through salaried Company
employees who operate from corporate headquarters and through nine regional
locations. Sales orders taken in the field are subject to home office approval.
The sales organization is closely linked with technical service personnel who
assist the Company with product engineering and development. The Company
believes that the sales organization plays an important role in identifying and
achieving a more favorable strategic market mix for the Company.
To supplement its traditional sales force, the Company has, since October
1996, sold products over the Internet. The Company currently sells its prime,
excess prime and non-prime products through MetalSite, Inc. ("MetalSite"), its
e-commerce joint venture. See "Business Strategy" under Item 1. The Company
expects to continue to explore and develop new means and methods of expanding
customer access through electronic markets.
Market Demand and Customers
The demand for rolled carbon steel products in the United States has been
strong in recent years, reaching 132 million tons of domestic consumption in
2000, the highest recorded level. Domestic producers and foreign producers
exporting to the United States have benefited from these high levels of demand
which have been unusual in the history of the steel industry. The outlook for
domestic carbon steel consumption for 2001 is not as positive. A variety of
factors, including overall strength of the U.S. economy, consumer purchases of
automobiles and appliances, new housing development and industrial steel orders
affect the domestic demand for steel and, for 2001, most industry analysts
expect these factors to decline. During recessionary periods, the industry's
high level of production capacity relative to demand levels has resulted in the
reduction of selling prices across a broad range of products. In addition,
global trade factors, including large volumes of imported steel, have aggravated
the effects of recessionary conditions.
The following table shows the principal types of customers for the
Company's products for the years indicated.
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Service Centers and Sheet and Strip Converters.... 50% 48% 44% 43% 44%
Food.............................................. 22 23 25 23 24
Pipe and Tube..................................... 11 10 12 14 15
Construction...................................... 8 7 9 8 7
Consumer Durables................................. 1 2 2 3 3
Exports........................................... 4 4 3 3 2
Other............................................. 4 6 5 6 5
--- --- --- --- ---
100% 100% 100% 100% 100%
=== === === === ===
A substantial portion of the Company's revenues is derived from long-time
customers, although the Company actively seeks new customers and constantly
seeks new markets for its products. A substantial share of the Company's Sheet
Products and TMP are shipped to customers located in the eastern portion of the
United
3
6
States. The Company continually attempts to develop customer bases in other
portions of the United States as well as abroad.
The majority of the Company's TMP sales have been to can manufacturing and
packaging companies, a substantial amount of whose annual requirements are
established in advance. Domestic TMP markets are characterized by a small number
of manufacturers and an increasing concentration of buying power. During 2000,
shipments to the Company's five largest TMP customers accounted for 19% of total
revenues. The balance of TMP is sold to other can manufacturers, manufacturers
of caps and closures and specialty products ranging from film cartridges,
lighting fixtures and battery jackets to cookie sheets and curtain rods. Because
the annual requirements of the Company's largest TMP customers are established
in advance, the TMP market has generally offered a more stable pricing
environment than Sheet Products.
RELATED PRODUCTS AND SERVICES
The Company is currently rolling and finishing various types and grades of
stainless steel on its hot mill on a tolling basis for several major stainless
steelmakers. Special operating procedures and expertise, generally not possessed
by the Company's domestic integrated carbon steel competitors, are required to
roll and finish stainless steel. To date, revenues from these activities have
not been material to the Company. Nevertheless, the Company actively pursues
opportunities to increase its stainless toll rolling business, consistent with
its hot mill utilization required for its core business in carbon steels. From
time to time, the Company has produced and sold carbon steel slabs and hot metal
to other carbon steelmakers. On limited occasions, the Company has also
performed downstream processing of products for other carbon steelmakers, as
well as having its own products further processed by other steelmakers.
BUSINESS STRATEGY
The Company's strategic objective is to be a first tier global provider in
terms of cost, quality and customer service, of specialty plated, coated and
cold rolled products. The Company's business strategy seeks to achieve this
objective by: (i) continuing to implement cost and productivity improvements;
(ii) maximizing utilization of its assets; and (iii) developing markets for and
capacity to produce higher value added products.
The domestic steel industry is characterized by overcapacity relative to
demand, cyclicality and price volatility, aggravated in recent years by global
trade conditions. Domestic steel producers face significant competition, not
only amongst themselves, but from foreign producers. The relative strength of
foreign economies, including foreign markets for steel, and fluctuations in the
value of the United States dollar against foreign currencies substantially
affect the intensity of foreign competition. Imported steel, some of which was
dumped in violation of United States trade laws, has adversely affected product
prices in the United States and tonnages sold by domestic producers.
In response to these competitive conditions, the Company has refocused its
efforts on core steel operations. The Company is actively pursuing continued
cost reductions and operating efficiency improvements in its steelmaking,
rolling and finishing operations. The Company is currently evaluating its
existing joint ventures to determine how they best complement the Company's
focus on core operations, and, in comparison to prior years, the Company plans
to significantly limit its investments in joint ventures in 2001.
The Company's strategy continues to be to develop its market presence in
value added coated products. The Company believes that it is advantageously
positioned to serve the demanding requirements of the TMP market and has
maintained a strong position in that market. Shipments of TMP accounted for 39%
of the Company's revenues in 2000, and the Company held a 20% share of the
domestic TMP market. TMP provides a more stable, less cyclical market than Sheet
Products. The Company will continue to pursue means to further strengthen its
position in the tin mill product market both domestically and internationally.
As part of the Company's strategic direction of focusing on coated
products, the Company is working to develop a new technology to apply a thin
coating of polymer film to tin mill product. The process would enable certain
TMP customers to eliminate a lacquering process that is necessary to prepare TMP
products for use in food and beverage canning operations. The first phase of
this project is to install a pilot line in 2001.
4
7
The Company will also continue to compete in the Sheet Product market. The
Company will attempt to further utilize its narrow width, thin gauge capacity by
identifying customers and markets where the Company's ability to produce narrow
width, thin gauge materials gives it a competitive advantage.
With increasing globalization of trade in steel, a trend has begun of
consolidating foreign producers into larger units which has affected the
domestic steel industry and is likely to lead to similar developments in the
United States. The Company's business strategy includes maintaining its
flexibility and options to participate in those developments on as favorable a
basis as possible.
The Company plans to continue to utilize two of its joint ventures, WeBCo
International LLC and MetalSite, Inc. to add value, among other things, by
helping the Company identify new customers.
WeBCo
WeBCo is a joint venture formed in September 1997 by the Company and Balli
Group, plc., a United Kingdom based trading company. WeBCo's objective is to
penetrate new foreign markets for the export of the Company's products and to
expand the Company's domestic offerings with a range of products complementary
to those from its own mill. WeBCo has played a key role in finding and
developing TMP market opportunities in Germany and the United Kingdom. Focusing
its export activities in WeBCo, the Company exported 33 thousand tons of TMP in
2000. While export opportunities are dramatically affected by the relative
strength of foreign economies, the Company expects that WeBCo will assist the
Company in maximizing future export opportunities.
MetalSite
MetalSite was a partnership venture formed in November 1998 by the Company,
LTV Corporation and Steel Dynamics Inc. During 1999, Bethlehem Steel
Corporation, Ryerson Tull, Inc. and Internet Capital Group, Inc. ("ICG") were
added as partners. On July 27, 2000, MetalSite General Partner LLC and MetalSite
L.P. were merged into MetalSite, Inc. MetalSite provides a secure, web-based
market place for buyers and sellers of steel. The Company currently sells prime,
excess prime and non-prime products through MetalSite's web site. The Company
anticipates that MetalSite will continue to explore electronic commerce
opportunities related to the metals industry. Such opportunities may come in the
form of: (i) sales of prime, excess prime and secondary steel products via
internet auction and on-line listing formats; (ii) sales of other metals
including aluminum, copper and zinc in an electronic marketplace; (iii)
advertising on the website; and (iv) providing a forum for parties along the
steel supply chain to communicate electronically.
In addition to product sales and its ownership percentage in MetalSite, the
Company expects to realize benefits from the efficiency of electronic exchange
of information with customers, suppliers, transportation providers and other
parties utilizing the site.
The Company sold a portion of its interest in MetalSite in December 1999
resulting in net cash proceeds to the Company of $170.1 million.
GalvPro
In the fourth quarter of 2000, the Company and Corus Group plc (Corus)
re-evaluated their strategic direction regarding GalvPro LP ("GalvPro"). The
Company and Corus engaged a third party consultant to evaluate potential
alternatives related to GalvPro, including sale of the Company's and Corus'
interests in GalvPro. If a sale cannot be negotiated, the Company and Corus will
consider other alternatives, including asset swaps, mergers, other joint
ventures and other business combinations involving GalvPro or its assets. Due to
continuing adverse market conditions, GalvPro idled its facility in March 2001
while the above strategic alternatives are considered or implemented.
The Company will continue to explore opportunities to improve its profit
margins, balance sheet and productivity as well as capitalize on value added
steel product markets. As it has for the past several years, the Company may
form further strategic partnerships and alliances which will enable it to
capitalize on new and emerging markets for steel products and services.
5
8
RAW MATERIALS
Unlike many of its larger competitors, the Company does not own or
participate in the ownership of raw materials, or operate production facilities
from which it can draw its raw material requirements. As a result, the Company
must buy these materials in the open market.
The Company has a contract with a subsidiary of Cleveland-Cliffs Inc. to
purchase the Company's standard and flux grade iron ore pellet requirements.
This contract, which extends through 2006, provides for a minimum tonnage of
pellets to be supplied based on mine production capacity and for pricing
dependent on mine production costs. The Company has entered into an amendment to
its existing agreement with that supplier extending through 2005 to purchase its
additional pellet requirements based on competitive market prices.
The Company has a contract with USX Corporation to purchase blast furnace
coke for a term which extends through December 31, 2001, subject to extension.
Under the contract, the Company must give notice by mid-October of each year of
its required coke volumes for the following year and has the option to purchase
up to 100% of its coke requirements for each year, subject to a minimum of
either 80% of requirements or a fixed tonnage. If the Company does not commit to
take the tonnages above minimum requirements for any year, the supplier has the
option of determining whether it will supply future tonnages above the minimum,
until such time as it actually does so, after which the Company again has the
option to take its full requirements. During the period in 2000 that its No. 4
Blast Furnace was idled, the Company and the supplier adjusted the minimum
volume requirements under the contract. Coke prices under the contract are based
on the prevailing market, subject to a ceiling and floor over the life of the
contract and a limit on annual change. The Company cannot predict whether, or
upon what terms, the coke supply agreement may be extended or replaced. However,
in order to reduce its vulnerability to single source procurement, the Company
continues to develop and utilize alternative sources of coke, including from
overseas suppliers. The Company, like other steelmakers, has utilized
technologies calculated to achieve some reduction in the consumption of coke in
blast furnace operations. Nevertheless, if coke making capacity available to the
industry were to decline faster than alternative sources could be developed,
future coke prices may be subject to significant escalation.
The Company obtains its limestone, tin, zinc and other raw materials
requirements, in most cases, from multiple sources with the issue being price
and quality rather than availability of supply.
The Company utilizes scrap in its steelmaking process. Scrap is available
from multiple sources with the issue being price and quality rather than
availability of supply.
The Company operates as a 100% continuously cast producer. However, the
Company's requirements for slabs occasionally have exceeded its capacity to
produce them, and production outages from iron or steelmaking operations have
required the use of slabs from outside sources. Generally, the Company has been
able to purchase slabs as and when needed. While its No. 4 Blast Furnace was
idle in the fourth quarter of 2000, the Company was able to obtain a sufficient
supply of outside slabs to maintain operations at levels required by its order
book.
The primary sources of energy used by the Company in its steel
manufacturing process are natural gas and electricity. Due to current market
conditions, the Company's natural gas prices have increased 89% to $5.82/mcf for
the three months ended December 31, 2000, from $3.08/mcf for the three months
ended December 31, 1999. The Company has been able to reduce its natural gas
consumption through the use of alternative operating configurations and fuels.
However, the Company expects natural gas prices to remain at the new, higher
levels throughout 2001. During 2001, the Company plans to purchase its natural
gas requirements in the spot market. The Company currently has no long-term
commitments to purchase natural gas. There were no adverse changes in the
Company's supply of electricity.
The Company also has a contract, expiring in 2011, for the supply of oxygen
and nitrogen requirements to its steelmaking facilities. This agreement
significantly reduced the Company's oxygen and nitrogen supply costs compared to
prior arrangements.
The Company has the capacity to generate in its own facilities a
significant amount of electricity and steam for its processing operations from a
mixture of blast furnace gas and natural gas. The Company has in effect through
2001 a power generation deferral agreement with its outside electric utility,
which permits the Company
6
9
to purchase outside power at greatly reduced rates in exchange for limiting its
internal power generation. The Company expects to pursue alternative electric
power supply sources when free market practices for electricity are implemented
in its home state of West Virginia. This could happen as early as 2001.
The Company continually attempts to conserve and reduce the consumption of
energy in its steelmaking operations. The Company evaluates and seeks to utilize
technological developments and improved operating practices to accomplish these
goals. A number of the Company's facilities have alternate fuel burning
capability, increasing their flexibility to utilize more economic fuels from
time to time.
A substantial increase in the Company's raw materials costs or a shortage
in the availability of its sources could have an adverse effect on the Company.
Where feasible, the Company seeks to protect itself against rapid price rises in
commodities and energy by means of forward buying activities. The Company seeks
to avail itself of the benefits of price decreases by continuing to participate
in spot market purchases. To the extent deemed appropriate, the Company also
protects the availability of supplies, such as for natural gas, by means of non-
interruptible contracts.
Management believes that the Company's long term raw materials contracts
are at generally competitive terms.
COMPARATIVE PRODUCTION AND SHIPMENTS
The rebound in domestic steel industry production and shipments which had
occurred over the five year period from 1993 through 1997 was halted in the
second half of 1998 due to record levels of imports. Capacity utilization, which
had peaked at 93% in 1995, dropped to 86% in 1998, 84% in 1999 and 86% in 2000
as most domestic steelmakers, including the Company, curtailed production in
response to the oversupply condition brought on by the import glut. In addition
to curtailed production, capacity utilization was affected by new steel
production and finishing facilities entering the market place.
In 2000, the Company produced 2.5 million tons of raw steel and shipped 2.4
million tons of finished and semi-finished steel products. The following table
sets forth annual production capability, utilization rates and shipment
information for the Company and the domestic steel industry (as reported by the
AISI) for each year in the five year period ended December 31, 2000.
PRODUCTION AND SHIPMENTS
HISTORICAL MARKET SHARE
2000 1999 1998 1997 1996
----- ----- ----- ----- -----
Company
Raw steel production..................... 2.5 1.8 2.8 2.9 2.8
Capability............................... 3.0 3.0 3.0 3.0 3.0
Utilization.............................. 84% 63%(1) 93% 97% 95%
Shipments................................ 2.4 2.5 2.6 2.8 2.9
Shipments as a percentage of industry
total................................. 2.2% 2.4% 2.5% 2.6% 2.9%
Industry
Raw steel production..................... 111.9 107.4 107.6 105.4 102.2
Capability............................... 130.3 128.2 125.3 119.0 116.1
Utilization.............................. 86% 84% 86% 89% 90%
Shipments................................ 109.6 106.2 102.4 105.9 100.9
- ---------------
(1) The Company's utilization is based on a one blast furnace configuration in
1999.
COMPETITION AND OTHER INDUSTRY FACTORS
The domestic steel industry is a cyclical business with intense competition
on a global scale. Manufacturers of non-steel products, including plastics,
aluminum, cardboard, ceramics and glass, have made substantial
7
10
competitive inroads into traditional steel markets offering substitute materials
sometimes with enhanced performance at lower prices. The international steel
industry's high level of production capacity relative to demand levels can
adversely affect the U.S. industry and has come to result in cyclical selling
price reductions across a broad range of steel products.
In response to increased competition, domestic steel producers have
invested heavily in new plant and equipment, which has improved efficiency and
increased productivity and quality. These capital projects, together with other
developments, such as manning and work rule changes, information management and
improved operating practices, have tended to lower costs and enhance the
competitive advantages of those producers who make them. The Company has
responded to competitive cost reductions through its own capital improvement
programs and ongoing cost reduction efforts to achieve operating efficiencies.
Domestic producers face increasing competition from foreign steelmakers
over a wide range of products. As a percentage of domestic supply, steel imports
excluding semi-finished products (primarily slabs) have surged to historical
highs, amounting to approximately 22%, 21% and 26% in 2000, 1999 and 1998,
respectively. Imports of hot rolled and cold rolled products increased 44% in
1998 compared to 1997, but declined significantly in 1999 as a result of fair
trade enforcement actions discussed below. Imports of hot rolled and cold rolled
products increased 5% from 1999 to 2000. Imports of TMP have risen substantially
in the past three years, amounting to approximately 18%, 20% and 16% of domestic
consumption in 2000, 1999 and 1998, respectively. Competition in the industry is
influenced increasingly by global trade patterns and currency fluctuations. For
example, a strong U.S. Dollar, weak demand in Asian markets and financial crises
in Russia have created intense competitive pressure from steel imports over the
past several years. Moreover, some foreign producers, as a result of mergers and
other consolidations in their regions, have achieved greater resources for
global scale competition extending into the domestic market.
Competition with foreign steel producers has been marked by unfairly
priced, or "dumped," products and subsidization. Dumping, which involves selling
a product below cost or for less than in a home market, is a violation of U.S.
trade laws. Given the strategic role of the steel industry in many countries,
some foreign steelmakers are aligned with governmental interests and thereby
influenced by political and economic policy considerations, as well as
prevailing market conditions. As a result, these producers may maintain
production capabilities at the expense of returns generally considered
acceptable for the domestic industry to operate profitably and, when their home
market demand is slack, seek to flood the U.S. market with deeply discounted
products.
On September 30, 1998, the Company, 11 of its competitors and two labor
organizations filed trade cases involving dumping and subsidization against
imported hot rolled steel from Brazil, Japan, and Russia. The cases were filed
with the U. S. International Trade Commission (the "ITC") and the U.S.
Department of Commerce. Anti-dumping cases were filed against the three
countries, while a subsidy complaint was also filed against Brazil. In November
1998, the ITC issued a preliminary ruling that the high volumes of low-priced
imported steel had damaged the domestic steel industry. In February 1999, the
Commerce Department issued a preliminary ruling in favor of the U. S. producers
on the hot rolled cases against Brazil and Japan. The Commerce Department
imposed anti-dumping duties against the steel producers of both nations, as well
as countervailing duties against the Brazilian producers. (Countervailing duties
are meant to counter the effect of government subsidization.) The anti-dumping
margins ranged from 25% to 67% against Japanese producers and were to range from
50% to 71% against Brazilian producers. However, in June 1999, the Commerce
Department reached an agreement limiting the import volume of Brazilian hot
rolled products for five years, thereby superseding the duties. Also in June,
the ITC confirmed the injury resulting from the Japanese hot rolled imports
thereby permitting the dumping duties against them to remain in effect for five
years. A preliminary finding also was made against Russian producers, but was
replaced in July 1999 by a five year quota agreement on a variety of products,
including hot rolled coil, cold rolled and galvanized sheet and slabs. Among
other things, the agreement provides for significant reductions in the permitted
import tonnages of these products, except for slabs, whose tonnages are allowed
to increase significantly, and a price floor on hot rolled coil.
In June 1999, the Company and seven other domestic producers filed trade
cases against allegedly illegal imports of cold rolled steel from 12 countries
(Argentina, Brazil, China, Indonesia, Japan, Russia, Slovakia,
8
11
South Africa, Taiwan, Thailand, Turkey and Venezuela). In November 1999, the
Commerce Department assessed preliminary duties ranging from 17 % to 178% on
cold rolled products from seven of the named countries and in December 1999
assessed preliminary duties ranging from 5% to 49% on cold rolled products from
the remaining five named countries. In January 2000, final antidumping
determinations ranging from 17% to 81 % and countervailing duties ranging from
7% to 11% were announced by the Commerce Department on cold rolled products from
six of the 12 countries. However, beginning on March 3, 2000, the ITC found that
the domestic industry was not injured by the imports. This negative
determination of injury led to a resumption of dumped cold rolled imports in
late 2000 and a resulting decline in domestic volumes and prices.
In October 1999, the Company and two labor organizations also filed
anti-dumping actions against TMP imports from Japan. In December 1999, the ITC
ruled that domestic TMP producers had been injured by Japanese imports. On
August 8, 2000, the ITC set final antidumping duties of 95% on Japanese imports
of TMP to be applied for a five-year period. The Japanese have appealed this
decision to the Court of International Trade, but the Company believes that it
is more likely than not that the ITC injury decision will be upheld and the
antidumping order will remain in effect. The Company has experienced both
beneficial price and volume effects in 2001 contracts with can companies as a
result of the imposition of dumping duties against imports from Japan.
On November 13, 2000, the Company joined four mini-mills, four integrated
producers and two steel unions in filing a hot rolled trade case against 10
countries: China, India, Indonesia, Argentina, South Africa, Thailand,
Kazakhstan, Romania, Taiwan and the Ukraine. Countervailing duty cases alleging
government subsidies were also filed against India, Indonesia, Argentina, South
Africa and Thailand. On December 28, 2000, the ITC ruled the domestic steel
industry had been injured by imports from the 10 countries in both the dumping
and subsidy cases. The Commerce Department is expected to announce preliminary
duties on the subsidy cases in April 2001. On April 23, 2001, the Commerce
Department is expected to announce preliminary duties in the dumping cases. The
Commerce Department will recommend permanent duties in the dumping and subsidy
cases on June 9, 2001, though these deadlines may be extended by up to 60 days.
The ITC is expected to make a final decision in this matter by the end of the
third quarter in 2001.
The Company believes that success in the trade cases thus far on hot rolled
sheet have helped to reduce import volumes, stabilize prices and increase the
relative competitive strengths of domestic producers. However, successes against
one group of foreign producers in certain product lines sometimes has been
followed by increased imports from such producers in other lines, or from
producers in other countries in the same lines. Efforts to rationalize these
shifting factors and reduce the need to file cases through legislative efforts,
such as quota bills, generally have not been successful. Accordingly, so long as
the relative strength of the U.S. currency and economy and the relative weakness
of many foreign currencies and economies make it attractive to export to the
U.S. market, continued strong competitive pressures from foreign steelmakers can
be anticipated. The Company will continue to seek vigorous enforcement of U.S.
trade laws and regulations in appropriate cases to assure that foreign
competition takes place on a fair basis.
Integrated steelmakers also face strong competition from mini-mills.
Mini-mills are efficient, low-cost producers that generally produce steel by
melting scrap in electric arc furnaces, utilize new technologies, have lower
employment costs and target regional markets. Mini-mills historically produced
lower profit margin products, such as bars, rods, wire and other commodity-type
steel products not produced by the Company. Thin cast technology has allowed
mini-mills to enter sheet markets supplied by integrated producers, and they are
now competing in the hot rolled, cold rolled and galvanized marketplace. In
other instances, mini-mills seeking to capture segments of the flat rolled
market have located facilities where they are geographically advantaged compared
to their integrated competition. Mini-mills generally continue to have a cost
advantage over integrated steel producers, particularly for labor, and when
scrap prices are low. Most of the new capacity in the domestic industry has
resulted from growth in mini-mill operations, some of which rival the capacity
and product range of the larger integrated mills
The Company's primary competitors in Sheet Products consist of most
domestic and international integrated steel producers and mini-mills. The
Company's primary domestic TMP competitors in recent years have been USX
Corporation, LTV Corporation, Bethlehem Steel Corporation, National Steel
Corporation, Wheeling Pitt -- Ohio Coatings and USS-POSCO Industries. However,
imports have increasingly penetrated the market. During
9
12
2000, a number of the Company's competitors, including two principal ones, LTV
Corporation and Wheeling -- Pittsburgh Steel Corporation, sought protection in
bankruptcy. These events serve to illustrate the fragile financial condition of
the domestic steel industry which has been worsened by intense competitive
factors.
The Company experiences strong competition in all its principal markets
with respect to price, service and quality. The Company believes that it
competes effectively in all these categories by focusing its marketing efforts
on creating strong customer relationships through high quality products at
competitive prices.
RESEARCH AND DEVELOPMENT
The Company engages in research and development for the improvement of
existing products and processes and the development of new products and product
applications. During 2000, 1999 and 1998, the Company spent approximately $2.7
million, $2.0 million and $5.9 million, respectively, for research and
development activities.
WEIRTEC, the Company's research and development center, is the industry
leader in the advancement of steel can making technology, maintaining prototype
steel packaging manufacturing facilities, analytical laboratory facilities and
computer simulation systems in Weirton, West Virginia. WEIRTEC assists customers
in the development of new products and collaborates with the AISI in the
development of new product lines and production techniques to increase the use
and quality of steel as a material of choice.
Longer-term research projects have also included clean steel production
techniques, polymer to steel lamination, and the application of galvanized steel
products to the residential and commercial construction industry. The Company
believes that the WEIRTEC scientists, engineers, technicians and facilities
enhance the Company's technical excellence, product quality and customer
service.
The Company owns a number of patents that relate to a wide variety of
products and applications and steel manufacturing processes, has pending a
number of patent applications, and has access to other technology through
agreements with other companies. The Company believes that none of its patents
or licenses, which expire from time to time, or any group of patents or licenses
relating to a particular product or process, is of material importance in its
overall business. The Company also owns a number of registered trademarks for
its products.
ENVIRONMENTAL CONTROL
Compliance. The Company is subject to extensive federal, state and local
laws and regulations governing discharges into the air and water, as well as the
handling and disposal of solid and hazardous wastes. The Company is also subject
to federal and state requirements governing the remediation of environmental
contamination associated with past releases of hazardous substances. In recent
years, environmental regulations have been marked by increasingly strict
compliance standards. Violators of these regulations may be subject to civil or
criminal penalties, injunctions or both. Third parties also may have the right
to sue to enforce compliance.
Capital expenditures for environmental control facilities were
approximately $1.7 million in 2000 (including capital projects required by the
1996 Consent Decree, as discussed below), $0.7 million in 1999 and $11.5 million
in 1998. For 2001, the Company has budgeted approximately $2.8 million in
capital expenditures for environmental control facilities. Given the nature of
the steelmaking industry, it can be expected that additional capital
expenditures will be required from time to time to permit the Company to remain
in compliance with current and future environmental regulations. Since the
effects of future requirements are not determinable at present, it is not
possible to predict the ultimate future cost of compliance. The Company, like
its competitors, does not expect to be able to pass on to customers cost
increases specifically resulting from compliance with environmental regulations.
In the past, the Company has resolved environmental compliance issues
through negotiated consent orders and decrees with environmental authorities,
pursuant to which the Company has paid civil penalties. The Company believes
that it is in substantial compliance with its environmental control consent
orders and decrees.
10
13
1996 CONSENT DECREE
Under a 1996 consent decree the Company entered into with the Environmental
Protection Agency (the "EPA") and the West Virginia Division of Environmental
Protection (the "DEP"), the Company paid a civil penalty and was required to
undertake certain capital projects to assure compliance with water, air and
waste-related regulations in accordance with detailed construction schedules.
The consent decree also provided for stipulated penalties for non-compliance
with certain of the decree's provisions.
Construction of most of the projects has been substantially completed,
resulting in Company expenditures of approximately $16.1 million through 2000.
The Company does not anticipate that any additional capital expenditures will be
needed to meet the remaining requirements under the Consent Decree. In addition,
the Company does not believe that increased costs associated with meeting the
remaining requirements of the Consent Decree will be material to its results of
operations.
WATER DISCHARGE PERMITTING
In February 1997, the Company reached a settlement with the DEP regarding
outstanding issues under its National Pollutant Discharge Elimination System
("NPDES") permit renewal, which has since been amended twice. Among other
things, the amended settlement requires the Company to achieve compliance with
more stringent effluent limitations and to conduct certain defined studies
related to the limitations by specified deadlines.
Based on these studies, the Company has received a variance from certain
limitations with respect to Harmon Creek. The Company has requested a renewal of
the variance until June 2004. The renewal is currently before the West Virginia
Legislature. The denial of the variance would require the Company to upgrade the
pertinent treatment systems. It is not possible at this time to accurately
predict the costs that may be necessary to achieve compliance with the final
limitations, in part because DEP has not made final determinations regarding the
limitations.
In December 2000, the EPA published proposed effluent limitation guidelines
for iron and steelmaking operations and finishing operations that set forth
technology requirements and wastewater discharge limitations for the Company's
operations. Compliance with the initial, proposed guidelines would require
significant capital expenditures by the Company. The proposed guidelines are
currently undergoing an extensive comment period and have a final action
deadline of April 2002.
CORRECTIVE ACTION ORDER
A Resource Conservation and Recovery Act ("RCRA") corrective action order
related to the consent decree and covering the Company's plant was issued by the
EPA in 1996. The order requires the Company to conduct investigative activities
and interim corrective measures to determine the nature and extent of hazardous
substances which may be located on the Company's property and to evaluate and
propose corrective measures needed to abate unacceptable risks. Areas within the
Company's property have been prioritized, work plans for the first two areas
have been developed and investigations have been implemented in compliance with
the order. Generally, these activities remain at an early stage. Moreover, their
future course and timing will depend to a significant extent on the
investigation results. As a result, the Company does not know the nature or
extent of hazardous substances located on its property and it is not possible at
present to estimate the ultimate cost to comply with the order or to conduct any
required remedial activity. At December 31, 2000, the Company had accrued a
total of approximately $9.0 million related to cleanup costs for environmental
liabilities, including costs associated with the corrective action order. The
Company believes that it may be entitled to indemnification, as described below,
for at least a portion of the costs incurred by the Company to comply with the
corrective action order.
Waste Sites. Under the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended ("CERCLA"), and similar state statutes,
the EPA and state regulators have authority to impose strict, joint and several
liability on waste generators, owners, operators and other potentially
responsible parties ("PRPs") for the cost of remediating contaminated
properties. According to the agreements pursuant to which
11
14
the Company purchased its operating assets, the Company is entitled to
indemnification from the seller for certain environmental liabilities, including
those relating to the remediation of certain contaminated sites, as more fully
described below.
HANOVER TOWNSHIP SITE
In May 1992, the Company received notice from the Pennsylvania Department
of Environmental Resources that it was considering a closure plan and
post-closure plan for a solid waste landfill facility in Hanover Township,
Pennsylvania (the "Hanover Site") operated by Starvaggi Industries Inc. From at
least the 1960's through 1983, the Company's predecessors, and after 1983 the
Company, disposed of solid wastes at the facility. The Company believes that,
while it disposed of various materials which were residual to the steelmaking
industry, the materials disposed of by the Company were not classified as
hazardous wastes under applicable law. At this time, definitive closure plans
and post-closure care plans have not been adopted. The Company's rights to
indemnification concerning the closure of this facility are limited to $1.0
million. Although there can be no assurances, the Company does not anticipate
that its costs for site closure will exceed the limitation on its right to
indemnification.
7&7 INC. SITE
During demolition and cleanup activities of the former Mainland Coke Plant,
the Company arranged for certain hazardous substances to be taken to the 7&7
Inc. ("7&7") facility in Wooster, Ohio for recycling. In 1998, 7&7 liquidated,
leaving un-recycled hazardous wastes at its facility. In May 1999, 20 corporate
entities, including the Company (collectively, the "7&7 PRPs"), received a
General Notice of Potential Liability from the EPA, advising the recipients that
the site would be investigated and remediated by the EPA pursuant to CERCLA and
the recipients would be held liable for such response costs. The 7&7 PRPs and
the government subsequently executed an administrative order with respect to
cleanup and removal activities at the site. Such cleanup and removal activities
have been substantially completed and the parties are awaiting final cleanup
approval by the EPA. The Company does not expect to incur any additional
significant expenses with respect to this action.
The Company believes that it may be entitled to indemnification, as
described below, for the costs incurred by the Company to comply with the order.
Indemnification. According to the agreements by which the Company acquired
the assets of the Weirton Steel Division (the "Division") from National Steel
Corporation ("National") in January 1984, the Company is entitled to
indemnification from National for liabilities, including governmental and
third-party claims, arising from violations of environmental laws and
regulations prior to the acquisition, and National is entitled to
indemnification from the Company concerning those matters after the acquisition.
Furthermore, subject to the $1.0 million limitation applicable to the Hanover
Site described above, the Company is generally entitled to reimbursement for all
clean-up costs related to facilities, equipment or areas involved in the
management of solid or hazardous wastes of the Division ("Waste Sites"), as long
as the Waste Sites were not used by the Company after the acquisition.
Third-party liability claims relating to Waste Sites are likewise covered by the
respective indemnifications.
The Company's ability to obtain future reimbursement or indemnification
relating to environmental claims from National depends, in addition to
National's continued financial viability, on the nature of future claims made by
the Company and on the parties' agreement as to contractual coverage of the
claims.
EMPLOYEES
At December 31, 2000, the Company had 4,246 active employees, of whom 3,261
were engaged in the manufacture of steel products, 499 in support services, 99
in sales and marketing activities and 387 in management and administration.
Since 1992, the Company has implemented a number of strategic programs
designed to reduce its workforce primarily through retirement programs and
attrition. During the period from 1992 to 2000, the Company achieved a 39%
reduction in its total workforce. The Company established and implemented the
2001 Workforce
12
15
Downsizing Program effective March 8, 2001. The program reduced non-represented
staff employees by approximately 10%. After the program, the Company is
operating with approximately 630 non-represented employees and approximately
3,500 represented employees.
At December 31, 2000, approximately 3,533 Company employees in bargaining
units covering production and maintenance workers, clerical workers and nurses
were represented by the Independent Steelworkers Union (the "ISU"). The Company
is a party to collective bargaining agreements with the ISU for those units and
with the Independent Guard Union for security personnel. The ISU agreement was
scheduled to expire in March 2001, but the Company and the ISU agreed to extend
the agreement until June 8, 2001. The Company is currently conducting
negotiations with the ISU in an effort to reach new collective bargaining
agreements.
The Company believes that the terms of its collective bargaining agreements
are generally comparable to those between other major steel producers and their
unions. However, the Company's agreements provide for the continuation of a
Company-wide profit sharing plan pursuant to which up to 35% of adjusted net
earnings may be paid to employees and substantially eliminate many restrictive
work rules pertaining to the assignment and scheduling of employees.
From January 1984 until June 1989, the Company was owned in its entirety by
its employees through the Company's 1984 Employee Stock Ownership Plan (the
"1984 ESOP"), in which substantially all employees were participants. In June
1989, the 1984 ESOP completed a public offering of common stock, resulting in
that security being listed and traded on the New York Stock Exchange.
Substantially all the Company's employees participate in its two ESOPs
which owned approximately 24% of the outstanding common and substantially all of
the outstanding preferred shares of the Company at December 31, 2000. These
securities represented approximately 42% of the voting power of the Company's
voting stock.
ITEM 2. PROPERTIES
The Company owns approximately 2,700 acres in the Weirton, West Virginia,
area which are devoted to the production and finishing of steel products,
research and development, storage, support services and administration. The
Company owns trackage and railroad rolling stock for materials movement, water
craft for barge docking, power generation facilities and numerous items of heavy
industrial equipment. The Company has no material leases for real property. The
Company's mill and related facilities are accessible by water, rail and road
transportation. The Company believes that its facilities are suitable to its
needs and are adequately maintained.
The Company's operating facilities include two operable blast furnaces with
an annual hot metal capacity of approximately 2.6 million tons. In March 1997,
the Company completed a planned major reline and rebuild of its largest iron
making vessel, the No. 1 Blast Furnace, as part of a capital expenditure program
for that facility approximating $85.0 million. The rebuild was designed to
increase iron production and quality, improve production efficiencies, reduce
costs and enhance environmental protection. The Company's ironmaking operations
through 1996 also included a sinter plant, used to process scale, sludge and
other by-products for recycling back into blast furnace operations. In December
1996, the Company temporarily discontinued operations at the sinter plant
pending an assessment of the facility's production equipment and the feasibility
of improvements believed necessary to assure the plant's continuing compliance
with more stringent future air pollution control standards. The facility remains
idle pending ongoing assessment. The Company has purchased iron pellets from
outside commercial sources to replace the sinter plant output. The Company's
primary steelmaking facilities include a two vessel BOP shop with an annual
capacity of 3.0 million tons of raw steel (based on a two blast furnace
operation). Primary steelmaking facilities also include a CAS-OB facility, two
RH degassers, and a four strand continuous caster with an annual slab production
capacity of up to 3.0 million tons. The Company's downstream operations include
a hot strip mill with a design capacity of 3.8 million tons, two continuous
picklers, three tandem cold reduction mills, three hot dip galvanize lines, one
electro-galvanize line, two tin platers, one chrome plater, one bi-metallic
chrome/tin plating line and various annealing, temper rolling, shearing,
cleaning and edge slitting lines, together with packaging, storage and shipping
and receiving facilities. See the "Comparative Production and Shipments" section
of Item 1 for additional information regarding production capacity and
utilization rates.
13
16
ITEM 3. LEGAL PROCEEDINGS
The Company is involved as a defendant or plaintiff in various litigation
relating to claims arising out of its operations in the normal course of
business. Such claims involving the Company as a defendant are generally covered
by insurance. It is management's opinion that any liability resulting from
existing litigation would not have a material effect on the Company's business,
financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
As of March 23, 2001, there were 41,570,333 shares of common stock, $.01
par value ("Common Stock"), outstanding held by 3,496 stockholders of record.
The principal market for the Common Stock is the New York Stock Exchange, on
which that security has been listed since June 1989.
Dividends on the Company's Common Stock may be paid when and as declared by
the Company's Board of Directors. The payment of dividends is subject to the
applicable provisions of Delaware corporate law governing the Company and the
discretion of the Company's Board of Directors, which, in exercising such
discretion, considers the financial performance and capital requirements of the
Company.
Under restrictive covenants relating to the Company's indebtedness, the
Company's ability to pay dividends on its stock is limited to the greater of (i)
$5.0 million or (ii) $5.0 million plus one-half of the Company's cumulative
consolidated net income since March 31, 1993, plus the net proceeds from
subsequent issuances of certain capital stock, less certain allowable payments.
As of December 31, 2000, pursuant to these covenants, the Company could pay
dividends on its Common Stock of up to $42.8 million.
As of March 23, 2001, 8,085,868 shares of Common Stock, or 20% of the
outstanding shares of Common Stock, were held by one stockholder of record,
United National Bank -- North, as Trustee of the 1984 ESOP. As of that date, the
1984 ESOP had approximately 5,185 participants who were active or former
employees of the Company. In addition, as of March 23, 2001 there were 1,529,876
shares of Convertible Voting Preferred Stock, Series A (the "Series A Preferred
Stock"), outstanding. As of that date, United National Bank -- North, as Trustee
of the Company's second Employee Stock Ownership Plan (the "1989 ESOP"), was the
record owner of 1,474,669 shares of the Series A Preferred Stock, or over 96% of
the outstanding shares of Series A Preferred Stock, subject to the terms and
conditions of said Plan. As of that date, the 1989 ESOP had approximately 6,086
participants who were active or former employees of the Company. The Series A
Preferred Stock is not listed for trading on any exchange. The Series A
Preferred Stock has a liquidation preference of $5 per share and is convertible
into one share of Common Stock, subject to adjustment. Each share of Series A
Preferred Stock is entitled to 10 votes in all matters presented to the
stockholders for approval. Participants in the Company's two ESOPs have full
voting rights over all shares allocated to their accounts. See "Employees" under
Item 1.
The following table sets forth, for the periods indicated, the high and low
sales prices of the Common Stock as reported in the consolidated transaction
reporting system.
2001(1) 2000 1999
----------- ----------- -----------
HIGH LOW HIGH LOW HIGH LOW
---- --- ---- --- ---- ---
QUARTER
First................................... 1.34 0.85 10 13/16 6 1/16 2 1/8 1 7/16
Second.................................. 8 1/8 3 1/4 2 7/8 1 7/16
Third................................... 3 3/4 2 7/16 2 7/8 1 7/8
Fourth.................................. 2 11/1 1 1/10 7 3/16 2 1/16
- ---------------
(1) First Quarter 2001 through March 23, 2001.
14
17
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated herein by reference
to the caption "Selected Financial and Statistical Data" of the Company's 2000
Annual Report to Stockholders. With the exception of the information
specifically incorporated by reference, the 2000 Annual Report to Stockholders
is not to be deemed filed as part of this Report for purposes of this Item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this Item is incorporated herein by reference
to the "Management's Discussion and Analysis" caption of Company's 2000 Annual
Report to Stockholders. With the exception of the information specifically
incorporated by reference, the 2000 Annual Report to Stockholders is not to be
deemed filed as part of this Report for purposes of this Item.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item is incorporated by reference to the
"Quantitative and Qualitative Disclosures About Market Risk" caption within
"Management's Discussion and Analysis" in the Company's 2000 Annual Report to
Stockholders. With the exception of the information specifically incorporated by
reference, the 2000 Annual Report to Stockholders is not deemed filed as part of
this Report for purposes of this Item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by this Item are
incorporated herein by reference to the Company's 2000 Annual Report to
Stockholders and are listed in Item 14. "Exhibits, Financial Statement Schedules
and Reports on Form 8-K" hereof. With the exception of the information
specifically incorporated by reference, the 2000 Annual Report to Stockholders
is not to be deemed filed as part of this Report for purposes of this Item.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE COMPANY
The information required by this Item with respect to Directors of the
Company is incorporated herein by reference to the caption "Election of
Directors" and "Security Ownership of Certain Beneficial Owners and Management"
in the Company's definitive Proxy Statement relating to its 2000 Annual Meeting
of Stockholders. With the exception of the information specifically incorporated
by reference, said definitive Proxy Statement is not deemed to be filed as part
of this report for purposes of this item.
15
18
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company as of March 23, 2001 were as follows:
AGE AT
NAME MARCH 23, 2001 OFFICE
---- -------------- ------
John H. Walker........................ 43 President and Chief Executive Officer
David L. Robertson.................... 57 Executive Vice President -- Human Resources and
Corporate Law
Mark E. Kaplan........................ 39 Vice President and Chief Financial Officer
Thomas W. Evans....................... 64 Vice President -- Materials Management
William R. Kiefer..................... 51 Vice President -- Law and Secretary
Frank G. Tluchowski................... 50 Vice President -- Engineering and Technology
Edward L. Scram....................... 43 Vice President -- Operations
Michael J. Scott...................... 38 Vice President -- Sales and Marketing
John H. Walker was named Chief Executive Officer effective January 25,
2001. He has been President and Chief Operating Officer since March 21, 2000.
Mr. Walker was employed by Kaiser Aluminum Corporation as Corporate Vice
President and President -- Flat Rolled Products from July 1997 to March 2000 and
as Vice President -- Operations from September 1996 to July 1997. Prior to that,
Mr. Walker was employed by the Company as Vice President -- Operations from
August 1995 to September 1996. He was General Manager -- Operations from 1994 to
1995 and Director -- Operations Planning from 1990 to 1994. Mr. Walker was
elected as a director on March 29, 2000.
David L. Robertson has served as the Executive Vice President -- Human
Resources and Corporate Law since March 1996. Prior to that, Mr. Robertson was a
senior partner in the law firm of Volk, Robertson & Hellerstedt.
Mark E. Kaplan was appointed Vice President and Chief Financial Officer in
July 2000. He had been Vice President -- Information Technology since March 1999
and Controller since September 1995.
Thomas W. Evans has been Vice President -- Materials Management since
February 1988.
William R. Kiefer has been Vice President -- Law and Secretary since May
1990.
Frank G. Tluchowski was appointed to the position of Vice President --
Engineering and Technology in February 1998. Prior to that appointment, Mr.
Tluchowski served as General Manager -- Engineering since September 1996. He was
also area manager of the tin mill from November 1990 to September 1996.
Edward L. Scram was named Vice President -- Operations in April 2000. Prior
to that appointment, Mr. Scram served as General Manager of Operations since
1996. He was also Manager of Management Work Practices and a Manager at both the
ironmaking and steelmaking units of the Company.
Michael J. Scott was named Vice President -- Sales and Marketing in March
2000. Mr. Scott was employed by National Steel Corporation from 1997 through
1999 as General Manager -- Construction Sales Group. Prior to that he was
employed by Cresco Steel Service Center as General Manager from 1995 to 1996.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item with respect to Directors and
Officers of the Company is incorporated herein by reference to the caption
"Executive Compensation" in the Company's definitive Proxy Statement relating to
its 2000 Annual Meeting of Stockholders. With the exception of the information
specifically incorporated by reference, said definitive Proxy Statement is not
deemed to be filed as part of this report for purposes of this Item.
16
19
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item with respect to Directors of the
Company is incorporated herein by reference to the caption "Security Ownership
of Certain Beneficial Owners and Management" in the Company's definitive Proxy
Statement relating to its 2000 Annual Meeting of Stockholders. With the
exception of the information specifically incorporated by reference, said
definitive Proxy Statement is not deemed to be filed as part of this report for
purposes of this Item.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
17
20
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. The list of financial statements required to be filed by Item 8.
Financial Statements and Supplementary Data of this Annual Report on Form
10-K is as follows:
FINANCIAL STATEMENTS PAGE
-------------------- ----
Report of Independent Public Accountants.................... (*)
Consolidated Statements of Income for the years ended
December 31, 2000, 1999 and 1998.......................... (*)
Consolidated Balance Sheets as of December 31, 2000 and
1999...................................................... (*)
Consolidated Statements of Cash Flows for the years ended
December 31, 2000, 1999 and 1998.......................... (*)
Notes to Consolidated Financial Statements.................. (*)
Supplementary Financial Information......................... (*)
---------
* Incorporated in this Report by reference from the
Company's 2000 Annual Report to Stockholders referred to
in Exhibit 13.1 below.
2. The list of financial statement schedules required to be filed by Item
8. Financial Statements and Supplementary Data of this Annual Report on
Form 10-K is as follows:
Report of Independent Public Accountants on Financial
Statement Schedules....................................... S-1
Schedules:
I Condensed Financial Information of Registrant........ S-2
II Valuation and Qualifying Accounts................... S-5
3. Exhibits.
The response to this item is incorporated by reference to the "Exhibit
Index" hereof.
(b) Reports on Form 8-K -- None.
(c) The exhibits listed under Item 14(a)(3) are filed herewith or incorporated
herein by reference.
(d) The financial statement schedules listed under Item 14(a)(2) are filed
herewith.
18
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Weirton Steel Corporation has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized,
on the 29th day of March 2001.
WEIRTON STEEL CORPORATION
By: /s/ JOHN H. WALKER
----------------------------------
John H. Walker
President and Chief Executive
Officer
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
Weirton Steel Corporation and in the capacities indicated on the 29th day of
March 2001.
/s/ JOHN H. WALKER
- ------------------------------------------------------
John H. Walker
Director, President and Chief Executive Officer
(principal executive officer)
/s/ MARK E. KAPLAN
- ------------------------------------------------------
Mark E. Kaplan
Vice President and Chief Financial Officer
(principal accounting and financial officer)
/s/ MICHAEL BOZIC
- ------------------------------------------------------
Michael Bozic
Director
/s/ RICHARD R. BURT
- ------------------------------------------------------
Richard R. Burt
Chairman of the Board of Directors
/s/ ROBERT J. D'ANNIBALLE, JR.
- ------------------------------------------------------
Robert J. D'Anniballe, Jr.
Director
/s/ GEORGE E. DOTY, JR.
- ------------------------------------------------------
George E. Doty, Jr.
Director
/s/ MARK G. GLYPTIS
- ------------------------------------------------------
Mark G. Glyptis
Director
- ------------------------------------------------------
Ralph E. Reins
Director
/s/ ROBERT S. REITMAN
- ------------------------------------------------------
Robert S. Reitman
Director
/s/ RICHARD F. SCHUBERT
- ------------------------------------------------------
Richard F. Schubert
Director
/s/ THOMAS R. STURGES
- ------------------------------------------------------
Thomas R. Sturges
Director
/s/ RONALD C. WHITAKER
- ------------------------------------------------------
Ronald C. Whitaker
Director
/s/ D. LEONARD WISE
- ------------------------------------------------------
D. Leonard Wise
Director
19
22
EXHIBIT INDEX
Exhibit 3.1 Restated Certificate of Incorporation of the Company
(incorporated by Reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 Filed May 3, 1989,
Commission File No. 33-28515).
Exhibit 3.2 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, Commission File No.
1-10244).
Exhibit 3.3 By-laws of the Company (incorporated by reference to Exhibit
3.3 to the Company's Registration Statement on Form S-1
filed May 3, 1989, Commission File No. 33-28515).
Exhibit 3.4 Amendment to the by-laws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal Year ended December 31, 1994,
Commission File No. 1-10244).
Exhibit 3.5 Certificate of the Designation, Powers, Preferences and
Rights of the Convertible Voting Preferred Stock, Series A
(incorporated by reference To Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal Year ended
December 31, 1989, Commission File No. 1-10244).
Exhibit 4.2 Indenture dated as of June 12, 1995 between the Company and
Bankers Trust Company, as trustee, relating to $125,000,000
principal amount of 10 3/4% Senior Notes due 2003, including
Form of Note (incorporated by reference to Exhibit 4.4 to
the Company's Registration Statement on Form S-4 filed on
July 27, 1995, Commission File No. 33-61345).
Exhibit 4.3 First Supplemental Indenture dated as of August 12, 1996
between the Company and Bankers Trust Company, as trustee,
relating to the Company's 10 3/4% Senior Notes due 2005
(incorporated by reference to Exhibit 4.1 To the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1996, Commission File No. 1-10244).
Exhibit 4.4 Indenture dated July 3, 1996 between the Company and Bankers
Trust Company, as trustee, relating to the Company's 11 3/8%
Notes due 2004 (Incorporated by reference to Exhibit 4.5 to
the Company's Registration Statement on Form S-4 filed on
July 10, 1996, Commission File No. 333-07913).
Exhibit 10.1 Redacted Pellet Sale and Purchase Agreement dated as of
September 30, 1991 between Cleveland-Cliffs Iron Company and
the Company (incorporated By reference to Exhibit 10.18 to
the Company's Quarterly Report on Form 10-Q For the quarter
ended June 30, 1992, Commission File No. 1-10244).
Exhibit 10.2 Coke Sale Agreement dated December 9, 1996 between the
Company and USX Corporation (incorporated by reference to
Exhibit 10.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, Commission File No.
1-10244).
Exhibit 10.3 Note and Warrant Purchase Agreement among MetalSite, Inc.
and the Company dated as of October 10, 2000 (filed
herewith).
Exhibit 10.4 Securities Purchase Agreement evidencing the sale of a
portion of the Company's interest in MetalSite L.P.
(incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K of Internet Capital Group, Inc., filed on
January 11, 2000, Commission File No. 000-26929).
Exhibit 10.5 Loan and Security Agreement dated as of November 17, 1999
among various financial institutions, Bank of America and
the Company (filed herewith).
20
23
Exhibit 10.6 First Amendment dated as of February 29, 2000 to Loan and
Security Agreement (filed herewith).
Exhibit 10.7 Amended and Restated Receivables Participation Agreement
among Weirton Steel Corporation, various financial
institutions and PNC Bank (incorporated by reference to
Exhibit 10.4 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, Commission File No.
1-10244).
Exhibit 10.8 Waiver and Amendment No. 2 dated as of August 23, 2000 to
Amended and Restated Receivables Participation Agreement
(filed herewith).
Exhibit 10.9 Amendment No. 3 dated as of March 2, 2001 to Amended and
Restated Receivables Participation Agreement (filed
herewith).
Exhibit 10.10 Waiver dated as of November 21, 2000 to Amended and Restated
Receivables Participation Agreement (filed herewith).
Exhibit 10.11 Ball Receivables Participation Agreement dated as of August
6, 1999 among the Company, various financial institutions
and PNC Bank (filed herewith).
Exhibit 10.12 1984 Employee Stock Ownership Plan, as amended and restated
(incorporated by reference to Exhibit 10.3 to the Company's
Annual Report on Form 10-K For the fiscal year ended
December 31, 1989, Commission File No. 1-10244).
Exhibit 10.13 1989 Employee Stock Ownership Plan (incorporated by
reference to Exhibit 10.4 to the Company's Annual Report on
Form 10-K for the fiscal year Ended December 31, 1989,
Commission File No. 1-10244).
Exhibit 10.14 Amendments to the 1984 and 1989 Employee Stock Ownership
Plans, effective May 26, 1994 (incorporated by reference to
Exhibit 10.5 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995).
Exhibit 10.15 Weirton Steel Corporation 1987 Stock Option Plan
(incorporated by reference to Exhibit 10.5 to the Company's
Registration Statement on Form S-1 filed May 3, 1989,
Commission File No. 33-28515).
Exhibit 10.16 Weirton Steel Corporation 1998 Stock Option Plan, as amended
and restated (filed herewith).
Exhibit 10.17 Deferred Compensation Plan for Directors, as amended and
restated through December 1, 2000 (filed herewith).
Exhibit 10.18 Weirton Steel Corporation Executive Healthcare Program
effective date July 1, 1999 (incorporated by reference to
Exhibit 10.11 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999, Commission File
No. 1-10244.)
Exhibit 10.19 Weirton Steel Corporation Supplemental Senior Executive
Retirement Plan (Incorporated by reference to the Exhibit
10.10 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, Commission File No.
1-10244).
Exhibit 10.20 Weirton Steel Corporation Supplemental Executive Retirement
Plan (Incorporated by reference to Exhibit 10.11 of the
Company's Annual Report On Form 10-K for the fiscal year
ended December 31, 1997, Commission File No. 1-10244).
Exhibit 10.21 Employment Agreement between John H. Walker and the Company
dated March 13, 2000 (incorporated by reference to Exhibit
10.8 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, Commission File No. 1-10244).
Exhibit 10.22 Employment Agreement between David L. Robertson and the
Company dated February 2000 (incorporated by reference to
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000, Commission File No.
1-10244).
21
24
Exhibit 10.23 Employment Agreement between Mark E. Kaplan and the Company
dated February 10, 2000 (incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000, Commission File No.
1-10244).
Exhibit 10.24 Employment Agreement between Thomas W. Evans and the Company
dated September 25, 2000 (filed herewith).
Exhibit 10.25 Employment Agreement between William R. Kiefer and the
Company dated February 14, 2000 (incorporated by reference
to Exhibit 10.3 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000, Commission File
No. 1-10244).
Exhibit 10.26 Employment Agreement between Frank G. Tluchowski and the
Company dated March 23, 2000 (incorporated by reference to
Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000, Commission File No.
1-10244).
Exhibit 10.27 Employment Agreement between Edward L. Scram and the Company
dated April 1, 2000 (incorporated by reference to Exhibit
10.6 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, Commission File No. 1-10244).
Exhibit 10.28 Employment Agreement between Michael J. Scott and the
Company dated April 1, 2000 (incorporated by reference to
Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000, Commission File No.
1-102440).
Exhibit 10.29 Form of Stand Still Agreement for certain optionees to
refrain from exercising options in exchange for monetary
compensation (filed herewith).
Exhibit 13.1 2000 Annual Report to Stockholders of Weirton Steel
Corporation (filed Herewith). Except for those portions of
the Annual Report specifically Incorporated by reference,
such report is furnished for the information Of the
Securities and Exchange Commission and is not to be deemed
filed As part of this Annual Report on Form 10-K.
Exhibit 22.1 Subsidiaries of the Company (filed herewith).
Exhibit 23.1 Consent of Arthur Andersen LLP, independent public
accountants (filed herewith).
22
25
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of
Weirton Steel Corporation:
We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements included in Weirton
Steel Corporation's annual report to stockholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated March 8, 2001. Our
audit was made for the purpose of forming an opinion on those statements taken
as a whole. The schedules listed in the index in Item 14(a)2 of the Form 10-K
are the responsibility of the Company's management and are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not a part of the basic financial statements. These schedules have been
subjected to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, fairly state in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania,
March 8, 2001
S-1
26
WEIRTON STEEL CORPORATION
CONDENSED PARENT COMPANY STATEMENTS OF INCOME
SCHEDULE 1
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31,
--------------------------------------
2000 1999 1998
---- ---- ----
NET SALES............................................ $1,117,829 $1,129,526 $1,296,670
OPERATING COSTS:
Cost of sales...................................... 1,051,428 1,073,393 1,158,324
Discount on sale of finance receivables to
subsidiary...................................... 10,150 10,764 18,014
Selling, general and administrative expenses....... 33,860 39,523 34,186
Depreciation....................................... 63,968 59,086 60,677
Restructuring charge............................... -- -- 2,871
Asset impairment................................... -- 22,522 --
Profit sharing provision........................... -- 15,473 --
---------- ---------- ----------
Total operating costs........................... 1,159,406 1,220,761 1,274,072
---------- ---------- ----------
INCOME (LOSS) FROM OPERATIONS........................ (41,577) (91,235) 22,598
Gain on sale of investment, net.................... -- 170,117 --
Equity income (loss) from subsidiaries............. (27,847) (2,506) 5,038
Interest expense................................... (33,922) (42,483) (43,687)
Other income, net.................................. 6,000 3,257 5,929
ESOP contribution.................................. -- (1,305) (2,610)
---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES.................... (97,346) 35,845 (12,732)
Income tax provision (benefit)..................... (12,230) 4,898 (6,605)
---------- ---------- ----------
NET INCOME (LOSS).................................... $ (85,116) $ 30,947 $ (6,127)
========== ========== ==========
PER SHARE DATA:
Weighted average number of common shares (in
thousands):
Basic.............................................. 41,401 41,600 41,924
Diluted......................................... 41,401 43,299 41,924
NET INCOME (LOSS) PER SHARE:
Basic.............................................. $ (2.06) $ 0.74 $ (0.15)
Diluted............................................ $ (2.06) $ 0.71 $ (0.15)
S-2
27
WEIRTON STEEL CORPORATION
CONDENSED PARENT COMPANY BALANCE SHEETS
SCHEDULE I
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
DECEMBER 31,
-----------------------
2000 1999
---- ----
ASSETS:
Current assets:
Cash and equivalents...................................... $ 25,940 $ 182,422
Receivables............................................... 228 389
Inventories............................................... 202,377 186,710
Deferred income taxes..................................... 39,654 42,517
Other current assets...................................... 11,264 3,136
--------- ----------
Total current assets........................................ 279,463 415,174
Property, plant and equipment, net.......................... 487,664 514,464
Investment in and advances to subsidiaries.................. 92,366 128,735
Deferred income taxes....................................... 123,015 118,094
Other assets and deferred charges........................... 8,769 10,744
--------- ----------
TOTAL ASSETS........................................... $ 991,277 $1,187,211
========= ==========
LIABILITIES:
Current liabilities:
Payables.................................................. $ 86,615 $ 142,930
Employment costs.......................................... 68,751 81,689
Other current liabilities................................. 21,714 31,005
--------- ----------
Total current liabilities.............................. 177,080 255,624
Long term debt obligations.................................. 299,253 304,768
Long term pension obligations............................... 79,994 91,295
Postretirement benefits other than pensions................. 319,320 327,664
Other long term liabilities................................. 31,619 30,886
--------- ----------
TOTAL LIABILITIES...................................... 907,266 1,010,237
REDEEMABLE STOCK............................................ 21,111 22,973
STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value; 50,000,000 shares Authorized;
43,788,832 and 43,499,363 shares issued................... 438 435
Additional paid-in capital.................................. 460,521 458,249
Retained earnings (deficit)................................. (383,310) (298,194)
Other stockholders' equity.................................. (14,749) (6,489)
--------- ----------
TOTAL STOCKHOLDERS' EQUITY............................. 62,900 154,001
--------- ----------
TOTAL LIABILITIES, REDEEMABLE STOCK AND
STOCKHOLDERS' EQUITY................................... $ 991,277 $1,187,211
========= ==========
S-3
28
WEIRTON STEEL CORPORATION
CONDENSED PARENT COMPANY STATEMENTS OF CASH FLOWS
SCHEDULE I
(DOLLARS IN THOUSANDS)
YEARS ENDED DECEMBER 31,
---------------------------------
2000 1999 1998
---- ---- ----
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES.......... $(112,284) $ 69,659 $ 18,188
CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES
Proceeds from sale of investment, net................... -- 170,117 --
Investment in subsidiaries.............................. 8,268 (3,769) 24,531
Capital spending........................................ (37,770) (21,614) (48,691)
--------- -------- --------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES.......... (29,502) 144,734 (24,160)
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES
Repayment of debt obligations........................... (5,831) (84,233) (42,831)
Purchase of treasury stock.............................. (15,990) -- (6,283)
Reissuance of treasury stock............................ 7,205 -- --
Issuance of common stock................................ 72 -- --
Common shares issuable.................................. (152) (101) 532
Deferred financing costs................................ -- (700) --
--------- -------- --------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES.......... (14,696) (85,034) (48,582)
NET CHANGE IN CASH AND EQUIVALENTS........................ (156,482) 129,359 (54,554)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD............... 182,422 53,063 107,617
--------- -------- --------
CASH AND EQUIVALENTS AT END OF PERIOD..................... $ 25,940 $182,422 $ 53,063
========= ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid, net of capitalized interest.............. $ 34,630 $ 46,147 $ 45,953
Income taxes paid (refunded), net....................... 5,127 (3,191) 7,803
Dividends from Weirton Receivables, Inc................. 1,838 921 2,971
S-4
29
WEIRTON STEEL CORPORATION AND SUBSIDIARY
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(DOLLARS IN THOUSANDS)
BALANCE AT CHARGES TO BALANCE AT
BEGINNING OF COST AND END OF
DESCRIPTION YEAR PERIOD EXPENSE DEDUCTIONS PERIOD
----------- ---- ------------ ---------- ---------- ----------
Allowance for doubtful accounts, 2000 $ 9,302 $39,349 $40,843 $ 7,808
discounts, claims and allowances........ 1999 8,574 30,747 30,019 9,302
1998 9,853 32,001 33,280 8,574
Valuation allowance for deferred tax 2000 $39,712 $26,636 $ 4.537 $61,811
assets..................................
1999 46,868 14,218 21,374 39,712
1998 45,547 1,321 -- 46,868
S-5