We have audited the accompanying consolidated
balance sheets of Bethlehem Steel Corporation and its subsidiaries
as of December 31, 1995 and 1994, and the related consolidated
statements of income and of cash flows for each of the three years
in the period ended December 31, 1995. These financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance
with generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the consolidated financial
statements audited by us present fairly, in all material respects,
the financial position of Bethlehem Steel Corporation and its
subsidiaries at December 31, 1995 and 1994, and the results of
their operations and their cash fiows for each of the three years
in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.
1177 Avenue of the Americas
New York, NY 10036
January 31, 1996
Management Statement on Responsibility
for Financial Information
The accompanying consolidated financial
statements of Bethlehem Steel Corporation have been prepared in
accordance with generally accepted accounting principles. Management
has the primary responsibility for the information contained in
the financial statements and in other sections of the Annual Report
to Stockholders. In preparing the financial statements, management
must make estimates and judgments based upon available information.
To facilitate this financial reporting, management has communicated
to all appropriate employees the requirements for accurate records
and accounting.
Bethlehem maintains a system of internal
accounting controls designed to provide reasonable assurance for
the safeguarding of assets and the reliability of financial records.
The system is subject to continuous review through a corporate-wide
internal audit program with appropriate management follow-up action.
Management recognizes the limits that are inherent in all systems
of internal accounting control. Management believes, however,
that through the careful selection of employees, the division
of responsibilities and the application of formal policies and
procedures, Bethlehem has an effective and responsive system of
internal accounting controls.
Bethlehem's independent auditors,
Price Waterhouse LLP, examine Bethlehem's financial statements
in accordance with generally accepted auditing standards. They
express their professional opinion, which is shown on page 24.
This examination includes evaluating our internal accounting control
systems to establish the audit scope, testing our accounting records
and transactions, and performing such other audit procedures as
they deem appropriate.
The Audit Committee of the Board of
Directors is composed of non-employee directors of Bethlehem,
who meet at appropriate times and met four times during 1995.
The Audit Committee is responsible for recommending to the Board
of Directors, subject to approval by the Board and ratification
by stockholders, the independent auditors for Bethlehem; for reviewing
with the independent auditors the scope of their examination of
Bethlehem's financial statements; for reviewing with Bethlehem's
internal auditors the scope of the plan of audit; for meeting
with the independent auditors and Bethlehem's internal auditors
to review the results of their audits and Bethlehem's internal
accounting controls; and for reviewing other professional services
performed for Bethlehem by the independent auditors. From time
to time the Audit Committee meets with the independent auditors
and with Bethlehem's internal auditors without members of Bethlehem's
management being present. The meetings permit the Audit Committee
to have private communications with the independent auditors and
the internal auditors about the results of their examinations,
their evaluation of Bethlehem's internal accounting controls,
the overall quality of Bethlehem's financial reporting and any
other appropriate topics.
Management believes that the system
of internal accounting controls, including Bethlehem's Code of
Business Conduct, provides reasonable assurances that (1) business
activities are conducted in a manner consistent with Bethlehem's
commitment to a high standard of business conduct and (2) Bethlehem's
financial accounting system contains the integrity and objectivity
necessary to maintain accountability for assets and to prepare
Bethlehem's financial statements in accordance with generally
accepted accounting principles.
| Curtis H. Barnette Chairman |
Gary L. Millenbruch Chief Financial Officer |
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