"'is/ 7 
 
 
 SMS 
 
{preliminary IReport 
 
 TO 
 
 Stockholders 
 
 OF 
 
 UNITED STATES STEEL CORPORATION. 
 
 TO BE SUBMITTED AT THE FlRST ANNUAL MEETING, 
 
 iyTH FEBRUARY, 1902. 
 
 f *\&<* <*""i "JiA 
 
UNITED STATES STEEL CORPORATION, 
 
 DIRECTORS. 
 
 J. PIERPONT MORGAN, 
 JOHN D. ROCKEFELLER, 
 HENRY H. ROGERS, 
 CHARLES M. SCHWAB, 
 ELBERT H. GARY, 
 GEORGE W. PERKINS, 
 EDMUND C. CONVERSE, 
 PERCIVAL ROBERTS, JB., 
 
 Class 3. 
 For three years ending 
 
 FRANCIS H. PEABODY, 
 CHARLES STEELE, 
 WILLIAM H. MOORE, 
 NORMAN B. REAM, 
 PETER A. B. WIDENER, 
 JAMES H. REED, 
 HENRY C. FRICK. 
 WILLIAM EDENBORN, 
 
 Class 2. 
 
 L 
 For two years ending 19O3. 
 
 MARSHALL FIELD, 
 DANIEL G. REID, 
 JOHN D. ROCKEFELLER, JR. 
 ALFRED CLIFFORD. 
 WILLIAM E. DODGE, 
 NATHANIEL THAYER, 
 ABRAM S. HEWITT, 
 CLEMENT A. GRISCOM, 
 
 * Class 1. 
 
 For one year ending 1 7 Feby. 
 19O2. 
 
 * The successors to the eight directors of Class 1 will be elected at 
 the rirst annual nutting 1 7th February, 19O2. 
 
 759855 
 
EXECUTIVE COMMITTEE. 
 
 ELBERT H. GARY, Chairman. 
 DANIEL G. REID. 
 WILLIAM EDEN BORN. 
 EDMUND C. CONVERSE. 
 PERCIVAL ROBERTS, JB. 
 CHARLES STEELE. 
 CHARLES M. SCHWAB, Ex-officio. 
 GEORGE W. PERKINS, Ex-officio. 
 
 FINANCE COMMITTEE. 
 
 GEORGE W. PERKINS, Chairman. 
 HENRY H. ROGERS. 
 NORMAN B. REAM. 
 P. A. B. WIDENER. 
 CHARLES M. SCHWAB, Ex-officio. 
 ELBERT H. GARY, Ex-officio. 
 
 PRESIDENT, 
 CHARLES M. SCHWAB. 
 
 FIRST VICE-PRESIDENT, 
 JAMES GAYLEY. 
 
 GENERAL COUNSEL, 
 FRANCIS LYNDE STETSON. 
 
 TREASURER AND SECRETARY, 
 RICHARD TRIMBLE. 
 
 COMPTROLLER, 
 EDWARD SHEARSON. 
 
 TRANSFER AGENT, 
 
 HUDSON TRUST COMPANY, 
 
 51 Newark Street, Hoboken, N. J. 
 71 Broadway, New York City. 
 
PKELIMINAKY KEPOKT 
 TO STOCKHOLDERS 
 
 OF 
 
 UNITED STATES STEEL CORPORATION. 
 
 Office of the United States Steel Corporation, 
 51 Nevvark Street, Hoboken, New Jersey. 
 
 JANUARY 10, 1902. 
 
 To the Stockholders of the United States Steel 
 Corporation : 
 
 The business of the United States Steel Corporation for 
 all practical purposes began April 1, 1901, from which date 
 interest on the bonds and dividends on its preferred -stock 
 began to accrue. The Board of Directors has determined 
 that the fiscal year, instead of running from April to April, 
 shall correspond with the calendar year, and, in order to 
 give sufficient time for preparation of annual reports to 
 stockholders, the by-laws have been amended so as to pro- 
 vide that future annual meetings shall be held in April. 
 
 Under the provisions of the original by-laws, the first 
 annual meeting must be held February 17th, 1902, and the 
 Board of Directors deems it best to submit to the stock- 
 holders at that meeting a preliminary report which, as far 
 as practicable, shall exhibit the operations of the Corpora- 
 tion for the nine months of the calendar year ending 
 December 31, 1901. 
 
Eight directors whose terms are about to expire being 
 those of the first of the three classes, viz.: Marshall Field, 
 Daniel G. Keid, John D. Rockefeller, Jr., Alfred Clifford, 
 William E. Dodge, Nathaniel Thayer, Abram S. Hewitt 
 and Clement A. Griscom, will be candidates for re-election 
 at the annual meeting on February 17th, 1902. 
 
 This preliminary report covers only the first nine months 
 of the Corporation's existence, a period too brief to satis- 
 factorily organize and systematize the business, and neces- 
 sarily it lacks the fullness and definiteness of information 
 which it is hoped will characterize future annual reports. 
 
 But the management feels fully justified in stating 
 , that much that at the time of organization was hoped to be 
 accomplished in the way of avoiding wasteful expenditures 
 for unnecessary enlargement of plants by various prom- 
 inent steel companies, and of establishing harmonious co- 
 operation among them has been successfully achieved. The 
 several companies have effected many economies which 
 have been attended with most satisfactory results, and the 
 outlook for further improvement in this direction is most 
 gratifying. 
 
 The business of the Companies has been put on practically 
 a cash basis. The; losses actually incurred through bad debts 
 have been very sirfafl/and little, if any, loss in the collec- 
 tion of ,ccb ant S; andf nTetes. receivable is anticipated. About 
 seventy per cent, of t'he* total current monthly accounts due 
 from customers is now being generally collected within thirty 
 days, and it is the effort of the several managements to 
 maintain the businesses on a strictly cash basis. 
 
The results of operations for the nine months are as 
 
 follows : 
 
 NET EARNINGS 
 
 Of all companies from operations for nine months ending 
 December 31, 1901, viz. : 
 
 April . . $7,356,744 
 
 May 9,612,349 
 
 June : 9,394,747 
 
 July 9,580,151 
 
 August 9,810,880 
 
 September 9,272,812 
 
 October 12,205,774 
 
 November .. 9,795,841 
 
 * December (estimated) 7,750,000 
 
 Total .._ $84,779,298 
 
 Less amounts set aside for the following 
 purposes, viz. : 
 
 Sinking Funds on U. S. Steel Corpo- 
 ration bonds and bonds of subsidi- 
 ary companies 2,263,292 
 
 Keserve Funds 9,695,702 
 
 11,958,994 
 
 Balance $72,820,304 
 
 Nine months' interest on bonds 11,400,000 
 
 Balance $61,420,304 
 
 Nine months' dividends on stocks, viz. : 
 
 United States Steel Corporation : 
 
 Preferred, 6J% (7% annually) $26,752,894 
 
 Common, 3% (4% annually) 15,227,812 
 
 Total .._ $41,980,706 
 
 Outstanding stocks of subsidiary 
 
 companies 25,101 
 
 42,005,807 
 
 Balance for nine months, applicable to additions 
 
 to surplus, new construction, etc $19,414,497 
 
 * During the close of lake navigation, from December to April in- 
 clusive, the earnings of mining and transportation companies are, of 
 course, diminished. 
 
8 
 
 From the foregoing statement, it will be seen that the net 
 results from operations of the several companies for the 
 first nine months (December being estimated) are as follows : 
 
 After charging to operating expenses, month by month, all 
 current renewals and ordinary repairs for maintenance of 
 plants, the net earnings of the several Companies amounted 
 to almost $85,000,000. 
 
 From this sum over $2,250,000 was set aside in a Sinking 
 Fund to retire bonds of the Corporation and its subsidiary 
 companies; $11,400,000 was paid for nine months' interest 
 on the Corporation's bonds ; dividends on the preferred 
 stock at the rate of 7% per annum were paid, amounting to 
 $26,750,000, and dividends on the common stock at the rate 
 of 4% per annum were paid, amounting to $15,227,000, 
 making a total of over $53,000,000 paid out for interest and 
 dividends on the bonds and stock of your Corporation during 
 this period. 
 
 Nearly $10,000,000 was set aside in various reserve funds 
 to cover exhaustion of the ore properties, general deprecia- 
 tion of machinery and plants, and to provide for extraordinary 
 enlargements, after all of which there remained as the result 
 of the above nine months' operations undivided earnings of 
 over $19,000,000. 
 
 A satisfactory Profit and Loss statement showing in detail 
 the earnings and expenses of the several companies cannot 
 be given until their accounting systems are uniform, so 
 that one consolidated Profit and Loss statement of all 
 companies can be made. The foregoing statement, however, 
 gives a substantially accurate account of the results of the 
 business for the first nine months, except that the earnings 
 for the month of December are estimated. 
 
BALANCE SHEET. 
 
 The date of this report renders it impracticable to 
 give a complete balance sheet as of December 31st, 1901, 
 and consequently a balance sheet showing the condition of 
 the Companies at November 30th, 1901, is submitted. It 
 exhibits the assets and liabilities represented by the capital 
 stocks of the Corporation and by outstanding stocks of 
 subsidiary companies except that, for simplicity, it omits 
 indebtedness from one company to another, as such sums 
 though assets of one company are liabilities of some other 
 company. 
 
10 
 
 CONDENSED GENERAL, 
 
 November 
 
 ASSETS. 
 
 PROPERTY ACCOUNT Cost of properties owned and op- 
 erated by the several companies $1,437,494,862 53 
 
 DEFERRED CHARGES TO PROFIT AND LOSS Ex- 
 penditures for Improvements, Explorations, Stripping 
 and Development at Mines, and for advanced Mining 
 Royalties, which are to be charged to Future Operations 
 of the Properties 3,256,774 O9 
 
 INVESTMENTS : 
 
 Outside Real Estate and other property 429,613 25 
 
 CURRENT ASSETS : 
 
 Inventories 95,603,997 57 
 
 Stocks, Bonds and Securities of Outside 
 
 Companies 7,251,32945 
 
 Accounts Re- 
 
 ceivable..$45,269,453 19 
 
 Bills Receiv- 
 able 2,821,463 55 
 
 $48,090,916 74 
 
 Cash 55,315,527 99 
 
 103,406,444 73 
 
 206,261,771 75 
 
 $1,647,443,021 62 
 
 E. & O. E. 
 
 E. SHEARSON, 
 
 Comptroller. 
 
11 
 
 BALANCE SHEET 
 3D, 19O1. 
 
 LIABILITIES. 
 
 CAPITAL STOCK OF U. S. STEEL CORPORATION : 
 
 Common $508,212,543 70 
 
 Preferred 510,173,778 40 
 
 -$1,018,386,322 1O 
 CAPITAL STOCKS OF SUBSIDIARY COM- 
 PANIES NOT HELD BY U. S. S.CORP. 
 (PAR VALUE.) : 
 
 Common Stocks 365,436 38 
 
 Preferred Stocks 293,300 00 
 
 Lake Superior Consolidated Mines Sub. 
 
 Companies 113,189 43 
 
 771,925 81 
 BONDED AND DEBENTURE DEBT : 
 
 United States Steel Corporation Bonds 303,450,000 00 
 Funded Debt of Sub. Companies held 
 
 by the Public 59,349,83885 
 
 Debenture Scrip 41,844 57 
 
 362,841,683 42 
 
 MORTGAGES AND PURCHASE-MONEY 
 OBLIGATIONS (SUBSIDIARY COM- 
 PANIES) : 
 
 Mortgages 3,457,037 55 
 
 Purchase-Money Obligations 15,610,754 03 
 
 19,067,791 58 
 CURRENT LIABILITIES : 
 
 Pay-rolls and Accounts Payable 22,228,343 60 
 
 Bills and Loans Payable (Subsidiary 
 
 Companies) 12,653 744 27 
 
 Special Deposits due employees and 
 
 others 5,435,34215 
 
 Accrued Interest and Unpresented 
 
 Coupons 4,870,410 16 
 
 Common Dividend No. 2, payable Dec. 
 
 20, 1901 5,081,790 00 
 
 50,269,630 18 
 CONTINGENT LIABILITY : 
 
 Payment contingent upon retention of 
 
 leases 525,398 67 
 
 SINKING FUNDS AND RESERVES FOR DEPRECIATION 21,236,O4O 54 
 
 SURPLUS OF U. S. STEEL CORPORATION AND SUB- 
 SIDIARY COMPANIES 174,344,229 32 
 
 $1,647,443,021 62 
 
12 
 
 INVENTORIES. 
 
 The inventories represent raw material, goods manufact- 
 ured and in process of manufacture, and manufactured goods 
 in transit, on consignment or at selling departments. A 
 large part of the inventories on November 30th is made 
 up of the necessary accumulation during the Summer and 
 Fall of extensive tonnages of iron ore for conversion during 
 the Winter and Spring, when, owing to the close of naviga- 
 tion mining and shipping are diminished. 
 
 The amount of finished product on hand is largely due 
 to inability to obtain freight cars for deliveries to cus- 
 tomers. 
 
 The inventories are taken on the basis of the actual cost 
 of the materials including labor at the several departments 
 of the companies holding the same, and this cost is below 
 the average current market price of such commodities. 
 
 The following is a general classification of the inventories 
 on November 30th : 
 
 Ores $34,776,053 
 
 Pig Iron, Scrap, Spiegel and Ferro 4,752,750 
 
 Coal, Coke and other Fuel 1,160,361 
 
 Pig Tin, Lead, Copper Spelter, Nickel, etc 2,087,531 
 
 Manufacturing Supplies and Miscellaneous 
 
 Stores otherwise unclassified 12,170,161 
 
 Ingots, Blooms, Billets, Sheet and Tin Bars, 
 
 Skelp, Kocls, Muck Bar, etc 9,343,894 
 
 Finished Products 15,322,636 
 
 Mining Supplies and Stores 1 ,170,859 
 
 Railroad S upplies and Stores 851,645 
 
 Materials, labor and expense locked up in 
 
 current uncompleted bridge contracts 9,268,361 
 
 Materials in transit and on consignment 4,699,746 
 
 Total $95,603,997 
 
13 
 
 SINKING FUNDS AND RESERVES FOR DEPRECIATION. 
 
 The item of $21/236,040.54 for SinkingFunds and Reserves 
 for Depreciation in the balance sheet is made up as follows : 
 
 Sinking fund on U. S. Steel Corp. bonds $1,520,000 00 
 
 Sinking funds on bonds of Sub. Cos.__ 1,264,197 50 
 
 Reserved for general depreciation, including 
 that of the ore, coal and coke properties, 
 and for extraordinary outlays which may 
 be required for unusual expenses, for im- 
 provements and for renewals 18,451,843 04 
 
 Total.. . $21,236,040 54 
 
 Supplementing the information communicated by the 
 amended Certificate of Incorporation and the amended 
 By -Laws, copies of which are annexed, the following gen- 
 eral statement as to the organization of the Corporation is 
 submitted : 
 
 ORGANIZATION AND THE ISSUE OF STOCKS AND BONDS. 
 
 The United States Steel Corporation was incorporated 
 under the laws of the State of New Jersey, the original 
 certificate of incorporation having been filed at Trenton, 
 February 25, 1901, and the amended certificate, April 1, 
 1901. By the amended certificate, the authorized capital 
 stock of the Corporation was fixed at 11,000,000 shares of 
 the par value of $100 each, equally divided into 5,500,000 
 shares of seven per cent, cumulative preferred stock (pre- 
 ferred as to both dividends and capital), and 5,500,000 
 shares of common stock. 
 
 Of the total authorized capital stock, there have been 
 issued, and at this date (January 10, 1902) are outstanding 
 5,102,056 shares of preferred stock, and 5,082,273 shares of 
 oommon stock. The Corporation also has issued $303,450,000 
 
14 
 
 of five per cent, bonds secured by a Trust Indenture, dated 
 April 1, 1901, to the United States Trust Company of New 
 York as Trustee. 
 
 Substantially all of these bonds and shares have been issued 
 to acquire the bonds and stocks of the subsidiary companies 
 which were held by the public, as well as considerable 
 amounts thereof, which belonged to members of the Syndi- 
 cate and to the Syndicate Managers, viz. : (1) tke 
 bonds and stock of the Carnegie Company and the 
 capital stocks of the several other companies under the 
 original agreement of March 1, 1901, with J. P. Morgan 
 <fc Co., Managers of a Syndicate which includes among 
 its members and participants officers and directors of this 
 Corporation ; (2) the stocks of the American Bridge 
 Company and the Lake Superior Consolidated Iron Mines 
 under the agreement of April 1, 1901, with J. P. Morgan 
 & Co. ; (3) the stocks of the Oliver Iron Mining Company 
 and of the Pittsburg Steamship Company ; and (4) the 
 stocks of the Shelby Steel Tube Company, for which a 
 contract was negotiated in June, 1901, with representa- 
 tives of the stockholders of that company. 
 
 DETAILS OF ISSUE OF STOCKS AND BONDS. 
 
 (1) 4,247,688 shares of the common stock and 4,249,716 
 shares of the preferred stock and $303,450,000 face value 
 of bonds of the Corporation were issued in payment for the 
 $25,000,000 in cash, paid to the Corporation by the Syndi- 
 cate Managers, and for the stocks and bonds set forth in the 
 following table, excepting 1,644 shares otherwise acquired, 
 and directors' qualifying shares, viz. : 
 
15 
 
 
 Federal Steel Company. . .(Common Stock $46,483,700 
 
 i Preferred Stock 53,260,200 
 
 National Steel Compam . _ . $ Common 31,970,000 
 
 I Preferred 26,996,000 
 
 National Tube Company. _ ( Common 40,000,000 
 
 I Preferred 40,000,000 
 
 American Steel and Wire $ Common _ ^ 49,981,400 
 
 Company of New Jersey { Preferred 39,999,000 
 
 American Tin Plate Com- $ Common 28,000,000 
 
 pany (Preferred 18,325,000 
 
 American Steel Hoop Com- ( Common 19,000,000 
 
 pany (Preferred 14,000,000 
 
 American Sheet Steel Com- ( Common 24,499,600 
 
 pany { Preferred 24,499,600 
 
 Carnegie Company (Common Stock 160,000,000 
 
 I Bonds 159,450,000 
 
 (2) 722,025 shares of common stock, and 741,915 shares 
 of preferred stock of the Corporation were issued for the 
 acquisition of $29,413,905 par value of stock of the Lake 
 Superior Consolidated Iron Mines and $30,946,400 of com- 
 mon stock and $31,348,000 of preferred stock par values of 
 the American Bridge Company ; 
 
 (3) 92,500 shares each of common and preferred stock of 
 the Corporation were issued for the acquisition of an out- 
 standing one-sixth interest in the Oliver Iron Mining Com- 
 pany and in the Pittsburgh Steamship Company, thus 
 securing the ownership of all of the stock of those two 
 companies not owned by the Carnegie Company except 
 directors' qualifying shares ; and 
 
 (4) 20,045 shares of common stock and 17,910 shares of 
 preferred stock of the Corporation were issued for the 
 acquisition of $8,018,200 of common stock and $4,776,100 
 shares of preferred stock, par values, of the Shelby Steel 
 Tube Company under the contract above mentioned. 
 
 The Aragon Iron Mines leasehold and the stock of the 
 Bessemer Steamship Company have been purchased for cash 
 paid and payable by this Corporation or by some of the sub- 
 sidiary companies above mentioned. 
 
16 
 
 All of the bonds of the Carnegie Company and all of the 
 stocks of the companies acquired as above mentioned 
 by the United States Steel Corporation, have been lodged 
 with the United States Trust Company, as Trustee, for the 
 benefit of the Corporation and its stockholders, and to 
 secure the payment of the $304,000,000 bonds of the Corpo- 
 ration authorized by the deed of trust of April 1, 1901. 
 This deposit affords security to stockholders as well as 
 bondholders against diversion or depletion of these important 
 assets of the corporation. 
 
 Circulars, dated March 2, and April 2, and 8, 1901, ad- 
 dressed to the holders of shares of the several companies 
 therein specified were issued and published by the Syndicate 
 Managers. At the rates offered in the circular dated 
 March 2, 1901, the Syndicate acquired the common stocks 
 and preferred stocks of the seven companies (other than the 
 C.irnegie Company) as above mentioned (see p. 15), and 
 thereupon sold and transferred the same to this Corpo- 
 ration under the contract of March 1, 1901. The Syndicate 
 delivered to the holders of such stocks of said seven 
 companies in the aggregate 2,694,909 shares of common 
 stock and 2,616,957 shares of preferred stock of this 
 Corporation. The Syndicate acquired sixty per cent. 
 ($96,000,000) of the stock of the Carnegie Company, and 
 $159,450,000 face value of the five per cent, bonds of the 
 Carnegie Company by delivering to the holders thereof 
 said $303,450,000 of bonds of this Corporation and $1,200,000 
 in cash ; and the Syndicate acquired the remaining forty 
 per cent. ($64,000,000) of the stock of the Carnegie Com- 
 pany by delivering to the holders thereof 982,771 shares of 
 preferred stock and 902,790 shares of the common stock of 
 this Corporation. 
 
 The residue of the common and preferred stock of 
 this Corporation delivered to the Syndicate under the 
 contract of March 1, 1901, and not used for the acquisi- 
 tion by it of the stocks of the specified companies, 
 being the shares which, as stated in the Syndicate 
 
17 
 
 circular of March 2, 1901, were to be retained by and to 
 belong to the Syndicate, amounted to 649,987 shares of 
 preferred stock, and 649,988 shares of common stock. This 
 residue of stock or the proceeds thereof, after reimbursing 
 the Syndicate the $25,000,000 in cash which it paid to the 
 Corporation, and approximately $3,000,000 for other syndi- 
 cate obligations and expenses, constituted surplus or profit 
 of the Syndicate. 
 
 The transactions between this Corporation and the Syn- 
 dicate having been concluded, an agreement of final settle- 
 ment and mutual release, dated January 3, 1902, was 
 executed between this Corporation and the Syndicate 
 Managers. 
 
 It will be noted that this Corporation has received and 
 now owns in the aggregate more than ninety-nine and three- 
 fourths per cent, of the shares of all the specified com- 
 panies. The acquisition of so large a proportion of the 
 shares has enabled the Corporation promptly to enter 
 upon the accomplishment of the principal objects which 
 induced its formation, and has facilitated the fulfilment 
 of the original expectations of large reductions in ex- 
 penditures for improvements, of increased earnings ap- 
 plicable to dividends, and of greater stability of investment, 
 without increasing the prices of manufactured products. 
 
 LEASE OF POCAHONTAS COAL LANDS. 
 
 Subsidiary companies of the Corporation have secured a 
 lease of fifty thousand acres of the best Pocahontas coking 
 and fuel coal property, on a royalty basis, and on favorable 
 terms for production and transportation. Plans for the 
 prompt development of this property on a large scale are 
 under consideration, and it is expected that in the near 
 future there will be received from this field a large supply of 
 coke and fuel coal. With this acquisition, it is estimated 
 that there is now controlled by subsidiary companies a suffi- 
 cient quantity of the best and cheapest coking coal to pro- 
 
18 
 
 vide, on the basis of present consumption, for the necessities 
 of all the furnaces of these companies during the next sixty 
 years. The Corporation has guaranteed the performance of 
 this lease on the part of the lessees. 
 
 GENERAL RESULTS IN ORGANIZATION AND MANUFACTURING. 
 
 It was expected that by harmonious co-operation of the 
 several companies great economies in manufacturing would 
 be accomplished, and such expectations have been fully 
 realized. Diversified management has been dispensed with 
 as far as possible, and the several companies have en- 
 deavored to adopt similar methods as far as suited to their 
 respective businesses. Great departments like Ore Mining, 
 Coal Mining, Manufacture of Coke and Lake Transportation, 
 have been thoroughly systematized, and the managements 
 of the manufacturing plants in the same locality have been 
 brought into closer relations. 
 
 The companies have eodeavored to concentrate the manu- 
 facture of their various products at the point most favorable 
 to their production, thus insuring to each ultimate economy 
 in manufacturing costs and in the assembling of material. 
 The effort also is made by the different companies to regulate 
 their manufacture of various products so that the fullest 
 advantage can be taken of the economical production of 
 any special article and its cheapest distribution to the 
 consumer. 
 
 While each of the above schemes of organization has 
 effected great economies, yet in no direction has this result 
 been more pronounced than in that of manufacturing itself. 
 By frequent interchange of views and full information as to 
 the results in the several companies, each is enabled to 
 reap the advantage of any new economy practiced or dis- 
 covered by any of the others, so that each company has the 
 advantage of the combined experience of all. Methods of 
 accounting are being made uniform as rapidly as possible so 
 that comparisons may readily be made. In this way, the 
 
19 
 
 best result attained by any of the companies is taken as 
 the standard and the other companies endeavor to conform 
 thereto. 
 
 Economies in manufacturing thus far have been quite re- 
 markable, but the end is not nearly reached, nor is it likely 
 soon to be, for through the continuous efforts to co-operate 
 and aid in bringing about the best results at each plant, it 
 is certain that even more favorable results ultimately will 
 be accomplished. 
 
 THE BUSINESS OUTLOOK. 
 
 The outlook for the year 1902 is very bright. Everything 
 indicates that all of the facilities of each subsidiary com- 
 pany will be taxed to their utmost to supply the demand that 
 is being made, The actual business now booked, and of 
 which shipment is being called for faster than it can be 
 supplied, amounts to more than half the total combined 
 annual capacity of all the companies. The heavier products, 
 like rails, billets, plates and structural material are sold up 
 to the productive capacity of the Mills, until nearly the end 
 of the year. In the more highly finished products, the 
 consumption in each case is greater now than at the corre- 
 sponding period in 1901, which, it should be remembered, 
 was an abnormally heavy year. The expectation, there- 
 fore, of those closely connected with the manufacture and 
 sale of these highly finished products, is for a demand 
 even larger than that of 1901, and up to the limit of pro- 
 duction. 
 
 POLICY AS TO PKICES. 
 
 The demand for the products of the several companies 
 has been so great that prices could easily have been ad- 
 vanced. Indeed, higher prices have been voluntarily 
 offered by consumers who were anxious for immediate exe- 
 cution of orders, but the companies have firmly maintained 
 
20 . 
 
 the position of not advancing prices, believing that the 
 existing prices were sufficient to yield a fair return on 
 capital and maintain the properties in satisfactory physical 
 condition, and that the many collateral advantages to be 
 gained in the long run by refusing to advance prices would 
 be of substantial and lasting value, not only to the com- 
 panies, but also to the general business interests of the 
 country. 
 
 The strong position thus taken by the companies for 
 stability in prices both of raw material and finished prod- 
 ucts, has had a reassuring effect on the trade, and has 
 contributed greatly toward restoring confidence in the 
 general business situation and creating the present large 
 demand for steel products, by dispelling any doubt as to 
 prices in the future. 
 
 The Board takes pleasure in acknowledging the loyal and 
 efficient services of the officers and employe's of the Corpora- 
 tion. 
 
 By order of the Board of Directors, 
 
 ELBERT H. GARY, CHARLES M. SCHWAB, 
 Chairman Executive Committee, President. 
 
AMENDED CERTIFICATE OF INCORPORATION 
 
 OF 
 
 UNITED STATES STEEL CORPORATION. 
 
 We, the undersigned, in order to form a corporation for the purposes 
 hereinafter stated, under and pursuant to the provisions of the Act of 
 the Legislature of the State of New Jersey, entitled " An Act concerning 
 corporations (Revision of 1896)," and the acts amendatory thereof and 
 supplemental thereto, do hereby certify as follows : 
 
 I. The name of the corporation is 
 
 United States Steel Corporation. 
 
 II. The location of its principal office in the State of New Jersey 
 is at No. 51 Newark Street, in the City of Hoboken, County of Hudson. 
 The name of the agent therein and in charge thereof, upon whom process 
 against the corporation may be served, is Hudson Trust Company. Said 
 office is to be the registered office of said corporation. 
 
 III. The objects for which the corporation is formed are : 
 
 To manufacture iron, steel, manganese, coke, copper, lumber and 
 other materials, and all or any articles consisting, or partly consisting, 
 of iron, steel, coppar, wood or other materials, and all or any products 
 thereof. 
 
 To acquire, own, lease, occupy, use or develop any lands containing- 
 coal or iron, manganese, stone or other ores, or oil, and any wood lands, 
 or other lands, for any purpose of the Company. 
 
 To mine, or otherwise to extract or remove coal, ores, stone and other 
 minerals and timber from any lands owned, acquired, leased or occupied 
 by the Company, or from any other lands. 
 
 To buy and sell, or otherwise to deal or to traffic in, iron, steel, man- 
 ganese, copper, stone, ores, coal, coke, wood, lumber and other materials, 
 and any of the products thereof, and any articles consisting, or partly 
 consisting thereof. 
 
To construct bridges, buildings, machinery, ships, boats, engines, cars 
 and other equipment, railroads, docks, slips, elevators, water works, gas 
 works and electric works, viaducts, aqueducts, canals and other water- 
 ways, and any other means of transportation, and to sell the same, or 
 otherwise to dispose thereof, or to maintain and operate the same, except 
 that the Company shall not maintain or operate any railroad or canal in 
 the State of New Jersey. 
 
 To apply for, obtain, register, purchase, lease, or otherwise to acquire, 
 and to hold, use, own, operate and introduce, and to sell, assign, or other- 
 wise to dispose of, any trade marks, trade names, patents, inventions, 
 improvements and processes used in connection with, or secured under 
 letters patent of the United States, or elsewhere, or otherwise ; and to 
 use, exercise, develop, grant licenses in respect of, or otherwise to turn 
 to account any such trade-marks, pacents, licenses, processes, and the 
 like, or any such property or rights. 
 
 To engage in any other manufacturing, mining, construction or trans- 
 portation business of any kind or character whatsoever, and to that end 
 to acquire, hold, own and dispose of any and all property, assets, stocks, 
 bonds and rights of any and every kind : but not to engage in any 
 business hereunder which shall require the exercise of the right of eminent 
 domain within the State of New Jersey. 
 
 To acquire by purchase, subscription or otherwise, and to hold or to 
 dispose of, stocks, bonds or any other obligations of any corporation 
 formed for or then or theretofore engaged in or pursuing, any one or more 
 of the kinds of business, purposes, objects or operations above indicated, 
 or owning or holding any property of any kind herein mentioned ; or of 
 any corporation owning or holding the stocks or the obligations of any 
 such corporation. 
 
 To hold for investment, or otherwise to use, sell or dispose of, any 
 stock, bonds or other obligations of any such other corporation ; to aid in 
 any manner any corporation whose stock, bonds or other obligations are 
 held or are in any manner guaranteed by the Company, and to do any 
 other acts or things for the preservation, protection, improvement or 
 enhancement of the value of any such stock, bonds or other obligations, 
 or to do any acts or things designed for any such purpose ; and, while 
 owner of any such stock, bonds or other obligations, to exercise all the 
 rights, powers and privileges of ownership thereof, and to exercise any 
 and all voting power thereon. 
 
 The business or purpose of the Company is from time to time to do 
 any one or more of the acts and things herein set forth ; and it may 
 conduct its business in other States and in the Territories and foreign 
 countries, and may have one office or more than one office, and keep the 
 books of the Company outside of the State of New Jersey, except as 
 otherwise may be provided by law ; and may hold, purchase, mortgage 
 and convey real and personal property either in or out of the State of 
 New Jersey. 
 
Without in any particular limiting any of the objects and powers of 
 the corporation, it is hereby expressly declared and provided that the 
 corporations shall have power to issue bonds and other obligations, in 
 payment for property^urchased or acquired by it, or for any other object 
 in or about its business ; to mortgage or pledge any stocks, bonds or 
 other obligations, or any property which may be acquired by it, to secure 
 any bonds or other obligations by it issued or incurred ; to guarantee 
 any dividends or bonds or contracts or other obligations ; to make and 
 perform contracts of any kind and description ; and in carrying on its 
 business, or for the purpose of attaining or furthering any of its objects, 
 to do any and all other acts and things, and to exercise any and all other 
 powers which a copartnership or natural person could Qo and exercise, 
 and which now or hereafter may be authorized by law 
 
 IV. The total authorized capital stock of the corporation is eleven 
 hundred million dollars (|1, 100,000,000), divided into eleven million 
 shares of the par value of one hundred dollars each. Of such total 
 authorized capital stock, five million five hundred thousand shares, 
 amounting to five hundred and fifty million dollars, shall be preferred 
 stock, and five million five hundred thousand shares, amounting to five 
 hundred and fifty million dollars, shall be common stock. 
 
 From time to time, the preferred stock and the common stock may 
 be increased according to law, and may be issued in such amounts and 
 proportions as shall be determined by the board of directors, and as may 
 be permitted by law. 
 
 The holders of the preferred stock shall be entitled to receive when 
 and as declared, from the surplus or net profits of the corporation, yearly 
 dividends at the rate of seven per centum per annum, and no more, 
 payable quarterly on dates to be fixed by the by-laws. The dividends on 
 the preferred stock shall be cumulative, and shall be payable before 
 any dividend on the common stock shall be paid or set apart : so that, if 
 any year dividends amounting to seven per cent, shall not have been 
 paid thereon, the deficiency shall be payable before any dividends shall 
 be paid upon or set apart for the common stock. 
 
 Whenever all cumulative dividends on the preferred stock for all 
 previous years shall have been declared and shall have become payable, 
 and the accrued quarterly installments for the current year shall have 
 been declared, and the company shall have paid such cumulative divi- 
 dends for previous years and such accrued quarterly installments, or 
 shall have set aside from its surplus or net profits a sum sufficient for the 
 payment thereof, the Board of Directors may declare dividends on the 
 common stock, payable then or thereafter, out of any remaining surplus 
 or net profits. 
 
 In the event of any liquidation or dissolution or winding up (whether 
 voluntary or involuntary) of the corporation, the holders of the preferred 
 stock shall be entitled to be paid in fuil both the /par amount of their 
 
shares, and the unpaid dividends accrued thereon before any amount 
 shall be paid to the holders of the common stock ; and after the payment 
 to the holders of the preferred stock of its par value, and the unpaid 
 accrued dividends thereon, the remaining assets ancHunds shall be divided 
 and paid to the holders of the common stock according to their respective 
 shares. 
 
 V. The names and post-office addresses of the incorporators, and the 
 number of shares of stock for which severally and respectively we do 
 hereby subscribe (the aggregate of our said subscriptions, being three 
 thousand dollars, is the amount of capital stock with which the corpora- 
 tion will commence business), are as follows : 
 
 
 
 Number of 
 
 
 
 Shares. 
 
 Name. 
 
 Post Office Address. 
 
 Pre- 
 
 Com- 
 
 
 
 ferred 
 
 mon 
 
 
 
 Stock. 
 
 Stock. 
 
 Charles C Cluff 
 
 51 Newark Street, Hobo- 
 
 
 
 
 ken, New Jersey 
 
 5 
 
 5 
 
 William J Curtis 
 
 Ditto . ... 
 
 5 
 
 5 
 
 Charles MacVeagh 
 
 Ditto 
 
 5 
 
 5 
 
 
 
 VI. The duration of the corporation shall be perpetual. 
 
 VII. The number of directors of the Company shall be fixed from 
 time to time by the by-laws ; but the number if fixed at more than three, 
 shall be some multiple of three. The directors shall be classified with 
 respect to the time for which they shall severally hold office by dividing 
 them into three classes, each consisting of one-third of the whole number 
 of the board of directors. The directors of the first class shall be elected 
 for a term of one year ; the directors of the second class for a term of two 
 years ; and the directors of the third class for a term of three years ; and 
 at each annual election the successors to the class of directors whose 
 terms shall expire in that year shall be elected to hold office for the term of 
 three years, so that the term of office of one class of directors shall expire 
 in each year. 
 
 The number of the directors may be increased as may be provided in 
 the by-laws. In case of any increase of the number of the directors the 
 additional directors shall be elected as may be provided in the by-laws, 
 by the Directors or by the stockholders at an annual or special meeting, 
 
and one-third of their number shall be elected for the then unexpired 
 portion of the term of the directors of the first class, one-third of their 
 number for the unexpired portion of the term of the directors of the 
 second class, and one-third of their number for the unexpired portion 
 of the term of the directors of the third class, so that each class of 
 directors shall be increased equally. 
 
 ID case of any vacancy in any class of -directors through death, res- 
 ignation, disqualification or other cause, the remaining directors, by 
 affirmative vote of a majority of the Board of Directors, may elect a 
 successor to hold office for the unexpired portion of the term of the di- 
 rector whose place shall be vacant, and until the election of a successor. 
 
 The Board of Directors shall have power to hold their meetings out- 
 side of the State of New Jersey at such places as from time to time may 
 be designated by the by-laws or by resolution of the Board. The by- 
 laws may prescribe the number of directors necessary to constitute a 
 quorum of the Board of Directors, which number may be less than a 
 majority of the whole number of the directors. 
 
 Unless authorized by votes given in person or by proxy by stock- 
 holders holding at least two-thirds of the capital stock of the corporation, 
 which is represented and voted upon in person or by proxy at a meeting 
 specially called for that purpose or at an annual meeting, the Board of 
 Directors shall not mortgage or pledge any of its real property, or any shares 
 of the capital stock of any other corporation ; but this prohibition shall 
 not be construed to apply to the execution of any purchase-money mort- 
 gage or any other purchase-money lien. As authorized by the Act of 
 the Legislature of the State of New Jersey passed March 22, 1901, amend- 
 ing the 17th section of the Act concerning Corporations (Revision of 
 1896), any action which theretofore required the consent of the holders 
 of two-thirds of the stock at any meeting after notice to them given, or 
 required their consent in writing to be filed, may be taken upon the con- 
 sent of, and the consent given and filed by the holders of two-thirds of 
 the stock of each class represented at such meeting in person or by proxy. 
 
 Any officer elected or appointed by the Board of Directors may be re- 
 moved at any time by the affirmative vote of a majority of the whole 
 Board of Directors. Any other officer or employe of the Company may 
 be removed at any time by vote of the Board of Directors, or by any 
 committee or superior officer upon whom such power of removal may be 
 conferred by the by-laws or by vote of the Board of Directors. 
 
 The Board of Directors, by the affirmative vote of a majority of the 
 whole board, may appoint from the directors an executive committee, 
 of which a majority shall constitute a quorum ; and to such extent as 
 shall be provided in the by-laws, such committee shall have and may 
 exercise all or any of the powers of the Board of Directors, including 
 power to cause the seal of the corporation to be affixed to all papers that 
 may require it. 
 
6 
 
 The Board of Directors, by the affirmative vote of a majority of the 
 whole board, may appoint any other Standing Committees, and such 
 Standing Committees shall have and may exercise such powers as shall 
 be conferred or authorized by the by-laws. 
 
 The Board of Directors may appoint not only other officers of the 
 Company, but also one or more vice-presidents, one or more assistant 
 treasurers and one or more assistant secretaries ; and, to the extent pro- 
 vided in the by-laws, the persons so appointed respectively shall have 
 and may exercise all the powers of the president, of the treasurer and of 
 the secretary, respectively. 
 
 The Board of Directors shall have power from time to time to fix and to 
 determine and to vary the amount of the working capital of the Company ; 
 and to direct and determine the use and disposition of any surplus or net 
 profits over and above the capital stock paid in ; and in its discretion the 
 Board of Directors may use and apply any such surplus or accumulated 
 profits in purchasing or acquiring its bonds or other obligations, or 
 shares of its own capital stock, to such extent and in such manner and 
 upon such terms as the Board of Directors shall deem expedient ; but 
 shares of such capital stock so purchased or acquired may be resold, 
 unless such shares shall have been retired for the purpose of decreasing 
 the Company's capital stock as provided by law. 
 
 The Board of Directors from time to time shall determine whether and 
 to what extent, and at what times and places, and under what conditions 
 and regulations, the accounts and books of the corporation, or any of 
 them, shall be open to the inspection of the Stockholders, and no Stock- 
 holder shall have any right to inspect any account or book or document 
 of the corporation, except as conferred by Statute or authorized by the 
 Board of Directors, or by a resolution of the Stockholders. 
 
 Subject always to by-laws made by the Stockholders, the Board of 
 Directors may make by-laws, and, from time to time, may alter, amend 
 or repeal any by-laws ; but any by-laws made by the Board of Directors 
 may be altered or repealed by the Stockholders at any annual meeting, 
 or at any special meeting, provided notice of such proposed alteration or 
 repeal be included in the notice of the meeting. 
 
 IN WITNESS WHEEKOF, we have hereunto set our hands and seals the 
 23rd day of February, 1901. 
 
 CHARLES C. CLTJFF [L. S.] 
 WILLIAM J. CURTIS [L. S.J 
 CHARLES MAOVEAGH [L. S.J 
 
 Signed, sealed and delivered) 
 in the presence of ) 
 
 FRANCIS LYNDE STETSON 
 VICTOR MORAWETZ. 
 
STATE OF NEW JERSEY,) 
 County of Hudson, ) B 
 
 Be it remembered that on this 23rd day of February, 1901, before the 
 undersigned, personally appeared Charles C. Cluff, William J. Curtis and 
 Charles MacVeagh, who, I am satisfied, are the persons named in and 
 who executed the foregoing certificate ; and I having first made known to 
 them and to each of them, the contents thereof, they did each acknowl- 
 edge that they signed, sealed and delivered the same as their voluntary 
 act and deed. 
 
 GEO. HOLMES 
 Master in Chancery of New Jersey. 
 
 lOct. Internal Revenue Stamp Cancelled.. 
 
 ENDORSED " Received in the Hudson Co. N. J. Clerk's Office Feb'y 
 
 25th A. D. 1901 and Recorded in Clerks Record No on Page 
 
 MAURICE J. STACK 
 
 Clerk " 
 
 ENDORSED " Filed Feb. 25, 1901 
 
 GEORGE WURTS 
 
 Secretary of State." 
 
 ENDORSED " Filed April 1, 1901 
 
 GEORGE WURTS 
 
 Secretary of State." 
 
OF 
 
 UNITED STATES STEEL CORPORATION. 
 
 As Amended to January 7, 1902. 
 
11 
 
 BY-LAWS 
 
 OF 
 
 UNITED STATES STEEL CORPORATION. 
 
 As AMENDED TO JANUARY 7, 1902. 
 
 ARTICLE I. 
 
 8TOCKHOLDERS. 
 
 SECTION I. Annual Meeting. Until the annual meeting of the stock- 
 holders to be held in the year 1903, a meeting of the Stockholders of the 
 Company shall be held annually at the principal office of the Company in 
 the State of New Jersey, at twelve o'clock noon on the third Monday in 
 February in each year, if not a legal holiday, and if a legal holiday 
 then on the next succeeding Monday not a legal holiday, for the purpose 
 of electing Directors, and for the transaction of such other business as 
 may be brought before the meeting. 
 
 After such meeting of the stockholders to be held in the year 1902, such 
 meeting of the stockholders shall be held annually at said office on the 
 third Monday of April in each year, if not a legal holiday, and if a legal 
 holiday then on the next succeeding Monday not a legal holiday ; and the 
 terms of office of the directors of the several classes shall continue until 
 the election of their successors at such meeting as provided in Article II. 
 hereof. 
 
 It shall be the duty of the Secretaiy to cause notice of each annual 
 meeting to be published once in each of the four calendar weeks next 
 preceding the meeting in at least one newspaper in each of the following 
 places: Jersey City, N. J., New York, N. Y., Chicago, 111., and Pitts- 
 burg, Pa. Nevertheless, a failure to publish such notice, or any irregu- 
 larity in such notice, or in the publication thereof shall not affect the 
 validity of any annual meeting, or of any proceedings at any such 
 meeting. 
 
 SECTION 2. Special Meetings. Special meetings of the Stockholders may 
 be held at the principal office of the Company in the State of New Jersey, 
 whenever called in writing, or by vote, by a majority of the Board of 
 Directors. 
 
 Notice of each special meeting, indicating briefly the object or objects 
 thereof, shall by the Secretary be published once in each of the four 
 
alendar weeks next preceding the meeting in at least one newspaper in 
 each of the following places: Jersey City, N. J., New York, N. Y., 
 Chicago, 111., and Pittsburg, Pa. Nevertheless if all the stockholders 
 shall waive notice of a special meeting, no notice of such meeting shall 
 be required ; and whenever all the stockholders shall meet in person or 
 by proxy, such meeting shall be valid for all purposes without call or 
 notice, and at such meeting any corporate action may be taken. 
 
 SEO. 3. Quorum. At any meeting of the stock holders the holders of 
 one-third of all of the shares of the capital stock of the Company, present 
 in person or represented by proxy, shall constitute a quorum of the 
 stockholders for all purposes, unless the representation of a larger number 
 shall be required by law, and, in that case, the representation of the 
 number so required, shall constitute a quorum. 
 
 If the holders of the amount of stock necessary to constitute a quorum 
 shall fail to attend in person or by proxy at the time and place fixed by 
 these by-laws for an annual meeting, or fixed by notice as above provided 
 for a special meeting called by the Directors, a majority in interest of 
 the stockholders present in person or by proxy may adjourn, from time to 
 time, without notice other than by announcement at the meeting, until 
 holdei* of the amount of stock requisite to constitute a quorum shall 
 attend. At any such adjourned meeting at which a quorum shall be 
 present any business may be transacted which might have been trans- 
 acted at the meeting as originally notified. 
 
 SEO. 4. Organization. The President, and in his absence, the Chair- 
 man of the Executive Committee, shall call meetings of the stockholders 
 to order, and shall act as Chairman of such meetings. The Board of Di- 
 rectors may appoint any stockholder to act as Chairman of any meeting 
 in the absence of the President and of the Chairman of the Executive 
 Committee. 
 
 The Secretary of the Company shall act as Secretary at all meetings 
 of the stockholders ; but in the absence of the Secretary at any meeting 
 of the stockholders the presiding officer may appoint any person to act as 
 secretary of the meeting. 
 
 SEO. 5. Voting. At each meeting of the stockholders every stock- 
 holder shall be entitled to vote in person, or by proxy appointed by in- 
 strument in writing, subscribed by such stockholder or by his duly 
 authorized attorney, and delivered to the Inspectors at the meeting ; and 
 he shall have one vote for each share of stock standing registered in his 
 name at the time of the closing of the Transfer Books for said meeting. 
 The votes for Directors, and, upon demand of any stockholder, the votes 
 upon any question before the meeting, shall be by ballot. 
 
 At each meeting of the stockholders a full, true and complete list, in 
 alphabetical order, of all of the stockholders entitled to vote at such 
 
13 
 
 meeting, and indicating the number of shares held by each certified by 
 the Secretary or by the Treasurer, shall be furnished. Only the persons 
 in whose names shares of stock stand on the books of the Company at the 
 time of the closing of the transfer books for such meeting, as evidenced 
 by the list of stockholders so furnished, shall be entitled to vote in person 
 or by proxy on the shares so standing in their names. 
 
 Prior to any meeting, but subsequent to the time of closing the transfer 
 books for such meeting, any proxy may submit his powers of attorney 
 to the Secretary, or to the Treasurer for examination. The certificate 
 of the Secretary, or of the Treasurer as to the regularity of such powers 
 of attorney, and as to the number of shares held by the persons who sev- 
 erally and respectively executed such powers of attorney shall be received 
 as prima, facie evidence of the number of shares represented by the 
 holder of such powers of attorney for the purpose of establishing the 
 presence of a quorum at such meeting, and of organizing the same and 
 for all other purposes. 
 
 SEC. 6. Inspectors. At each meeting of the stockholders the polls 
 shall be opened and closed ; the proxies and ballots shall be received 
 and be taken in charge; and all questions touching the qualification of 
 voters and the validity of proxies, and the acceptance or rejection of 
 votes shall be decided by three Inspectors. Such Inspectors shall be ap- 
 pointed by the Board of Directors before or at the meeting, or, if no such 
 appointment shall have been made, then by the presiding officer at the 
 meeting. If for any reason any of the Inspectors previously appointed 
 shall fail to attend or refuse or be unable to serve, Inspectors in place of 
 any so failing to attend, or refusing or unable to attend, shall be appointed 
 in like manner. 
 
 ARTICLE II. 
 
 BOAED OF DIKEOTOKS. 
 
 SECTION!. Number, classification and term of office : The business 
 and the property of the Company shall be managed and controlled by the 
 Board of Directors. 
 
 As provided in the Certificate of Incorporation, the Directors shall be 
 classified in respect of the time for which they shall severally hold office, 
 by dividing them into three classes, each class consisting of one-third of 
 the whole number of the Board of Directors. The Directors of the first 
 class shall be elected for a term of one year ; the Directors of the second 
 class shall be elected for a term of two years ; and the Directors of the 
 third class shall be elected for a term of three years. At each annual 
 election, the successors to the Directors of the class whose terms shall 
 expire in that year, shall be elected to hold office for the term of three 
 
14 
 
 years, so that the term of office of one class of Directors shall expire 
 in each year. 
 
 The number of Directors shall be twenty-four but the number of 
 Directors may be altered from time to time by the alteration of these 
 by-laws. 
 
 In case of any increase of the number of Directors, the additional 
 Directors shall be elected by the Directors then in office ; one-third 
 of such additional Directors for the unexpired portion of the term of 
 one year ; one-third for the unexpired portion of the term of two years, 
 and one-third for the unexpired portion of the term of three years, so 
 that each class of Directors shall be increased equally. 
 
 EveryDireclor shall be a holder of at least one share of the capital 
 stock of the Company. Each Director shall serve for the term for which 
 he shall have been elected, and until his successor shall have been duly 
 chosen. 
 
 At all elections of the Directors, the polls shall remain open for at 
 least one hour, unless every registered owner of shares has sooner 
 voted in person or by proxy, or in writing has waived the statutory 
 provision. 
 
 SECTION 2. Vacancies. In case of any vacancy in the Directors of any 
 class through death, resignation, disqualification or other cause, the 
 remaining Directors, by affirmative vote of a majority thereof, may 
 elect a successor to hold office for the unexpired portion of the term of 
 the Director whose place shall be vacant, and until the election of his 
 successor. 
 
 Such vacancy shall be filled upon and after nominations therefor 
 shall have been made by the Finance Committee. 
 
 SECTION 3. Place of Meeting, etc. The Directors may hold their 
 meetings, and may have an office and keep the books of the Company 
 (except as otherwise may be provided for by law) in such place or 
 places in the State of New Jersey or qutside of the State of New Jersey 
 as the Board from time to time may determine. 
 
 SECTION 4. Regular Meetings. Regular Meetings of the Board of 
 Directors shall be held monthly on the first Tuesday of each month, 
 if not a legal holiday, and, if a legal holiday, then on the next 
 succeeding Tuesday, not a legal holiday. No notice shall be 
 required for any such regular monthly meeting of the Board. 
 
 SECTION 5. Special Meetings. Special Meetings of the Board of 
 Directors shall be held whenever called by direction of the President, 
 or of one-third of the Directors for the time being in office. 
 
 The Secretary shall give notice of each special meeting by mailing 
 the same at least two days before the meeting or by telegraphing the 
 
15 
 
 same at least one day before the meeting to each Director ; but such 
 notice may be waived by any Director. Unless otherwise indicated in 
 the notice thereof any and all business may be transacted at a special 
 meeting. At any meeting at which every Director shall be present, even 
 though without any notice, any business may be transacted. 
 
 SECTION 6. Quorum. A majority of the Board of Directors shall 
 constitute a quorum for the transaction of business ; but, if at any 
 meeting of the Board, there be less than a quorum present, a majority 
 of those present may adjourn the meeting from time to time. 
 
 The affirmative vote of at least two-fifths of all the Directors for the 
 thne being in office shall be necessary for the passage of any resolution. 
 
 SECTION 8. Order of Business. At meetings of the Board of Directors 
 business shall be transacted in such order as, from time to time, the 
 Board may determine by resolution. 
 
 At all meetings of the Board of Directors, the President, or in his 
 absence the Chairman of the Executive Committee, or in the absence 
 of both of these officers the Chairman of the Finance Committee shall 
 preside. 
 
 SECTION 9. Contracts. Inasmuch as the directors of this Company are 
 men of large and diversified business interests, and are likely to be con- 
 nected with other corporations with which from time to time this Com- 
 pany must have business dealings, no contract or other transaction be- 
 tween this Company and any other corporation shall be affected by the 
 fact that directors of this Company are interested in, or are directors or 
 officers of, such other corporation if, at the meeting of the Board, or of 
 the Committee of this Company making, authorizing or confirming such 
 contract or transaction, there shall be present a quorum of directors not 
 so interested ; and any director individually may be a party to, or may 
 be interested in, any contract or transaction of this Company, provided 
 that such contract or transaction shall be approved or be ratified by the 
 affirmative Vote of at least ten directors not so interested. 
 
 The board of directors in its discretion may submit any contract or 
 act for approval or ratification at any annual meeting of the stock- 
 holders, or at any meeting of the stockholders called for the purpose 
 of considering any such act or contract, and any contract or act that 
 shall be approved or be ratified by the vote of the holders of a majority 
 of the capital stock of the Company which is represented in person or by 
 proxy at such meeting (provided that a lawful quorum of stockholders 
 be there represented -in person or by proxy) shall be as valid and as 
 binding upon the corporation and upon all the stockholders as though it 
 had been approved or ratified by every stockholder of the corporation. 
 
16 
 
 SECTION 10. Compensation of Directors. For his attendance at any 
 meeting of the Boafd of Directors, or of any Committee of the Board, 
 every Director shall receive an allowance of ten cents for every mile 
 travelled by him for attendance at such meeting, and also the sum of 
 twenty dollars for attendance at each meeting. The same mileage allow- 
 ance shall be made to any officer who by direction of the Board, or of the 
 President, shall attend any such meeting. 
 
 ARTICLE III. 
 
 EXECUTIVE COMMITTEE AND FINANCE COMMITTEE. 
 
 SECTION 1. The Board of Directors shall elect from the Directors an 
 Executive Committee and a Finance Committee ; and shall designate for 
 each of those Committees a Chairman, who shall continue to be Chair- 
 man of the Committee during the pleasure of the Board of Directors. 
 
 The Board of Directors shall fill vacancies in the Executive Committee 
 or in the Finance Committee by election from the Directors ; and at all 
 times it shall be the duty of the Board of Directors to keep the member- 
 ship of each of such Committees full, with due regard to the qualifi- 
 cations for such membership indicated in this Article 'of the By-Laws, 
 
 All action by the Executive Committee, or by the Finance Committee 
 shall be reported by the Board of Directors at its meeting next succeed- 
 ing such action, and shall be subject to revision or alteration by the 
 Board of Directors ; pi'omded that no rights or acts of third parties shall 
 be affected by any such revision or alteration. 
 
 The Executive Committee and the Finance Committee each shall fix its 
 own rules of proceeding, and shall meet where and as provided by such 
 rules, or by resolution of the Board of Directors, but in every case the 
 presence of a majority shall be necessary to constitute a quorum. 
 
 In every case the affirmative vote of a majority of all of the members 
 of the Committee shall be necessary to its adoption of any resolution. 
 
 The Chairman and each of the members, of the Executive Committee, 
 shall receive such compensation for their services as from time to time 
 shall be fixed by the Finance Committee and be approved by the Board 
 of Directors. 
 
 SECTION 2. The Executive Committee shall consist of six members be- 
 sides the President, and the Chairman of the Finance Committee, each of 
 whom, by virtue of his office, shall be a member of the Executive Com- 
 mittee. So far as practicable each of the six elected members of the 
 Executive Committee shall be a person having, or, having had, per- 
 sonal experience in the conduct of one or the other of the branches of 
 manufacture or mining, or of transportation in which the Company is in- 
 
17 
 
 terested ; and, so far as practicable, the six elected members shall be 
 taken equally from the three classes of Directors. Unless otherwise 
 ordered by the Board of Directors each elected member of the Executive 
 Committee shall continue to be a member thereof until the expiration 
 of his term of office as a Director. 
 
 During the intervals between the meetings of the Board of Directors, 
 the Executive Committee shall possees, and may exercise, all the powers 
 of the Board of Directors in the management and direction of the 
 manufacturing, mining and transportation operations of the Company, 
 and of all other business and affairs (except the matters hereinafter 
 assigned to the Finance Committee) in such manner as the Executive 
 Committee shall deem best for the interests of the Company, in all cases 
 in which specific directions shall not have been given by the Board of 
 Directors. 
 
 During the intervals between the meetings of the Executive Com- 
 mittee the Chairman thereof shall possess, and may exercise, such of 
 the powers vested in the Executive Committee as from time to time may 
 be conferred upon him by resolution of the Board of Directors, or of the 
 Executive Committee. 
 
 SECTION 3. The Finance Committee shall consist of four members, 
 besides the President, and the Chairman of the Executive Committee, 
 each of whom, by virtue of his office, shall be a member of the Finance 
 Committee. So far as practicable each of the four elected members of the 
 Finance Committee shall be a person of experience in matters of finance ; 
 and so far as practicable the four elected members shall be taken equally 
 from the three classes of Directors. Unless otherwise ordered by the 
 Board of Directors, each elected member of the Finance Committee shall 
 continue to be a member thereof until the expiration of his term of office 
 as a Director. 
 
 The Finance Committee shall have special and general charge and 
 control of all financial affairs of the Company. The General Counsel, the 
 Treasurer, the Comptroller and the Secretary, and their respective offices 
 shall be under the direct control and supervision of the Finance Com- 
 mittee. 
 
 During the intervals between the meetings of the Board of Directors, 
 the Finance Committee shall possess, and may exercise, all the powers 
 of the Board of Directors in tne management of the financial affairs of the 
 Company, including its purchases of property, and the execution of legal 
 instruments with or without the corporate seal in such manner as said 
 Committee shall deem to be best for the interests of the Company, in 
 all cases in which specific directions shall not have been given by the 
 Board of Directors. 
 
 During the intervals between the meetings of the Finance Committee, 
 and subject to its review, the Chairman thereof shall possess, and may 
 GKercise any of the powers of the Committee except as from time to time 
 
18 
 
 shall be otherwise provided by resolution of the Board of Directors, or 
 of the Finance Committee, but not of the Executive Committee. 
 
 Except as otherwise provided by the By-Laws, or by resolution of the 
 Board of Directors, all salaries and compensations paid or payable by 
 the Company shall be fixed by the Finance Committee. 
 
 No Director shall become a salaried employee of the Company except 
 by special vote of the Finance Committee. 
 
 ARTICLE IV. 
 
 OFFICERS. 
 
 SECTION 1. Officers. The Executive Officers of the Company shall be 
 a President, a Vice-President, or more than one Vice-President, a General 
 Counsel, a Treasurer, a Secretary and a Comptroller, all of whom shall be 
 elected by the Board of Directors. 
 
 The Board of Directors may appoint such other officers as they shall 
 deem necessary, who shall have such authority and shall perform such 
 duties as from time to time may be prescribed by the Board of Directors. 
 
 The powers and duties of the Treasurer and Secretary may be exer- 
 cised and performed by the same person. 
 
 In its discretion the Board of Directors by the vote of a majority 
 thereof may leave unfilled for any such period as it may fix by resolu- 
 tion, any office except those of President, Treasurer, Secretary and Comp- 
 troller. 
 
 All officers and agents shall be subject to removal at any time by the 
 affirmative vote of a majority of the whole Board of Directors. All 
 officers, agents and employes, other than officers appointed by the Board 
 of Directors, shall hold office at the discretion of the Committee or of the 
 officer appointing them. 
 
 The Finance Committee shall have power to suspend the General 
 Counsel, the Treasurer, the Secretary or the Comptroller, and to remove 
 any one in the department of the General Counsel, of the Treasurer, of the 
 Secretary or of the Comptroller. The Executive Committee shall have 
 power to remove all officers, agents and employes of the Company, except 
 officers elected or appointed by the Board of Directors, and except officers, 
 agents and employes in the department of the Treasurer of the Secretary, 
 of the General Counsel or of the Comptroller. 
 
 SECTION 2. Powers and duties of the President. The President shall 
 preside at all meetings of the Stockholders and of the Board of Directors, 
 and by virtue of his office he shall be a member (but not Chairman) of 
 the Executive Committee and of the Finance Committee. Subject to the 
 Executive Committee, he shall have general charge of the business of the 
 
19 
 
 Company, including manufacturing, mining and transportation, may sign 
 and execute all authorized bonds, contracts or other obligations in the 
 name of the Company, and with the Treasurer or an Assistant Treasurer 
 may sign all certificates of the shares in the Capital stock of the Com- 
 pany. He shall do and perform such other duties as from time to time 
 may be assigned to him by the Board of Directors. 
 
 SECTION 3. Vice-Presidents. The Board of Directors may appoint a 
 Vice-President or more than one Vice-President. Each Vice-President 
 shall have such powers, and shall perform such duties as may be assigned 
 to him by the Board of Directors. 
 
 SECTION 4. The General Counsel. The General Counsel shall be the 
 chief counsulting officer of the Company in all legal matters, and, subject 
 to the Board of Directors and the Finance Committee, shall have general 
 control of all matters of legal import concerning the Company. 
 
 SECTION 5. Powers and duties of Treasurer. The Treasurer shall have 
 custody of all the funds and securities of the Company which may have 
 come into his hands ; when necessary or proper he shall endorse on 
 behalf of the Company for collection, checks, notes and other obligations 
 and shall deposit the same to the credit of the Company in such bank or 
 banks or depositary as the Board of Directors or the Finance Committee 
 may designate ; he shall sign all receipts and vouchers for payments made 
 to the company ; jointly with such other officer as may be designated by 
 the Finance Committee he shall sign all checks made by the Company, 
 and shall pay out and dispose of the same under the direction of the 
 Board or of the Finance Committee ; he shall sign, with the President, 
 or such other person or persons as may be designated for the purpose by 
 the Board of Directors or the Finance Committee, all bills of exchange 
 and promissory notes of the Company ; he may sign, with the President 
 or a Vice-President, all certificates of shares in the Capital Stock ; 
 whenever required by the Board of Directors or by the Finance Com- 
 mittee he shall render a statement of his cash account; he shall enter 
 regularly, in books of the Company to be kept by him for the purpose, 
 full and accurate account of all moneys received and paid by him on 
 account of the Company; he shall, at all reasonable times, exhibit his 
 books and accounts to any Director of the Company upon application at 
 the office of the Company during business hours ; and he snail perform 
 all acts incident to the position of Treasurer, subject to the control of the 
 Board of Directors or of the Finance Committee. By virtue of his office 
 the Treasurer shall be Assistant Secretary. 
 
 He shall give a bond for the faithful discharge of his duties in such 
 sum as the Board of Directors or the Finance Committee may require. 
 
20 
 
 SECTION 6. Assistant Treasurers. The Board of Directors or the 
 Finance Committee may appoint an Assistant Treasurer or more than 
 one Assistant Treasurer. Each Assistant Treasurer shall have such 
 powers and shall perform such duties as may be assigned to him by the 
 Board of Directors, or by the Finance Committee. 
 
 SECTION 7. Powers and Duties of Secretary. The Secretary shall keep 
 the minutes of all meetings of the Board of Directors, and the minutes 
 of all meeting of the stockholders, and also (unless otherwise directed by 
 the Finance Committee) the minutes of all Committees in books provided 
 for that purpose ; he shall attend to the giving and serving of all notices 
 of the Company ; he may sign with the President in the name of the 
 Company all contracts authorized by the Board of Directors, or by the 
 Finance Committee, and, when so ordered by the Board of Directors or 
 the Finance Committee, he shall affix the seal of the Company thereto ; 
 he shall have charge of the Certificate Books, Transfer Books and Stock 
 Ledgers, and such other books and papers as the Board of Directors 
 or the Finance Committee may direct, all of which shall, at all reasonable 
 times, be open to the examination of *any Director, upon application at 
 the office of the Company during business hours ; and he shall in gen- 
 eral perform all the duties incident to the office of Secretary, subject to 
 the control of the Board of Directors, and of the Finance Committee. 
 By virtue of his office the Secretary shall be Assistant Treasurer. 
 
 SECTION 8. Assistant Secretaries. The Board of Directors or the 
 Finance Committee may appoint one Assistant Secretary or more than 
 one Assistant Secretary. Each Assistant Secretary shall have such powers 
 and shall perform such duties as may be assigned to him by the Board of 
 Directors, or by the Finance Committee. 
 
 SECTION 9. Comptroller. The Comptroller shall be the principal officer 
 in charge of the accounts of the company ; and shall perform such duties 
 as from time to time may be assigned to him by the Board of Directors 
 or the Finance Committee. 
 
 SECTION 10. Voting upon Stocks. Unless otherwise ordered by the 
 Board of Directors, or by the Finance Committee, the Chairman of the 
 Finance Committee or the Chairman of the Executive Committee shall have 
 full power and authority in behalf of the Company to attend and to act 
 and to vote at any meetings of stockholders of any corporation in which 
 the Company may hold stock, and at any such meeting shall possess and 
 may exercise any and all the rights and powers incident to the ownership 
 of such stock and which, as the owner thereof, the Company might have 
 possessed and exercised if present. The Board of Directors or the Finance 
 Committee, by resolution, from time to time, may confer like powers 
 upon any other person or persons. 
 
21 
 
 ARTICLE V. 
 
 CAPITAL STOCK SEAL. 
 
 SECTION 1. Certificates of Shares. The certificates for shares of the 
 capital stock of the Company shall be in such form, not inconsistent with 
 the certificate of incorporation as shall be prepared or be approved by 
 the Board of Directors. The certificates shall be signed by the President 
 or a Vice-President, and also by the Treasurer or an Assistant Treasurer. 
 
 All Certificates shall be consecutively numbered. The name of the 
 person owning the shares represented thereby, with the number of such 
 shares and the date of issue, shall be entered on the Company's books. 
 
 No certificate shall be valid unless it is signed by the President or a 
 Vice-President, and by the Treasurer or an Assistant Treasurer. 
 
 All certificates surrendered to the Company shall be canceled, and no 
 new certificate shall be issued until the former certificate for the same 
 number of shares of the same class shall have been surrendered and can- 
 celed. 
 
 SECTION 2. Transfer of Shares. Shares in the Capital Stock of the 
 Company shall be transferred only on the books of the Company by the 
 holder thereof in person, or by his attorney, upon surrender and cancel- 
 lation of certificates for a like number of shares. 
 
 SECTION 3. Regulations. The Board of Directors, and the Finance 
 Committee also, shall have power and authority to make all such rules 
 and regulations as respectively they may deem expedient concerning the 
 issue, transfer and registration of certificates for shares of the capital 
 stock of the Company. 
 
 The Board of Directors or the Finance Committee may appoint a 
 Transfer Agent and a Registrar of Transfers, and may require all stock 
 certificates to bear the signature of such Transfer Agent and of such 
 Registrar of Transfers. 
 
 SECTION 4. Closing of Transfer Books. The stock transfer books shall 
 be closed for the meetings of the stockholders, and for the payment of 
 dividends, during such periods as from time to time may be fixed by the 
 Board of Directors or by the Finance Committee, and during such 
 periods no stock shall be transferable. 
 
 SECTION 5. Dividends. The Board of Directors may declare dividends 
 from the surplus or net profits of the Company over and above the amount 
 which from time to time may be fixed by the Board as to the amount to" 
 be reserved as working capital. 
 
The dates for the declaration of dividends upon the Preferred Stock, 
 and upon the Common Stock of the Company shall be the days by these 
 by-laws fixed for the regular monthly meetings of the Board of Directors 
 in the months of April, July, October and January in each year, on which 
 days the Board of Directors, in its discretion, shall declare what, if any, 
 dividends shall be declared upon the Preferred Stock, and the Common 
 Stock, or either of such stocks. 
 
 The dividends on the Preferred Stock shall be payable quarterly 
 on the sixth Wednesday next after the several dates of the declaration 
 thereof. 
 
 SECTION 6. Working Capital. The directors shall not be required in 
 January in each year, after reserving over and above its capital stock 
 paid in as a working capital for said corporation, such sum, if any, as 
 shall have been fixed by the stockholders to declare a dividend among 
 its stockholders of the whole of its accumulated profits exceeding the 
 amount so reserved, and pay the same to such stockholders on demand ; 
 but the Board of Directors may fix a sum which may be set aside or 
 reserved, over and above the Company's capital paid in, as a working 
 capital for the Company, and from time to time they may increase 
 diminish and vary the same in their absolute judgment and discretion. 
 
 SECTION 7. Corporate Seal. The Board of Directors shall provide 
 a suitable seal, containing the name of the Company, which seal shall be 
 in charge of the Secretary, if and when so directed by the Board of 
 Directors or by the Finance Committee. A duplicate of the Seal may be 
 kept and used by the Treasurer or by any Assistant Secretary or Assistant 
 Treasurer. 
 
 ARTICLE VI. 
 
 AMENDMENTS. 
 
 SECTION 1. The Board of Directors shall have power to make, amend 
 and repeal the By-Laws of the Company, by vote of a majority of all of 
 the Directors, at any regular or special meeting of the Board, provided, 
 that notice of intention to make, amend or repeal the By-Laws in whole 
 or in part shall have been given at the next preceding meeting ; or 
 without any such notice, by a vote of two-thirds of all of the Directors. 
 
RETURN TO the circulation desk of any 
 University of California Library 
 or to the 
 
 NORTHERN REGIONAL LIBRARY FACILITY 
 Bldg. 400, Richmond Field Station 
 University of California 
 Richmond, CA 94804-4698 
 
 ALL BOOKS MAY BE RECALLED AFTER 7 DAYS 
 2-month loans may be renewed by calling 
 
 (510)642-6753 
 1-year loans may be recharged by bringing books 
 
 to NRLF 
 Renewals and recharges may be made 4 days 
 
 prior to due date 
 
 DUE AS STAMPED BELOW 
 
 FEB031994 
 
Stockton, Calif. 
 
 PAT. JAN. 21. 1908 
 
 UNIVERSITY OF CALIFORNIA LIBRARY