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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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1-16811
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25-1897152
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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600 Grant Street, Pittsburgh, PA
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15219-2800
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
P
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Page
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PART I – FINANCIAL INFORMATION
|
|
||
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Item 1.
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Financial Statements:
|
|
|
|
||
|
|
||
|
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 4.
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Item 6.
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Three Months Ended
March 31, |
||||||
(Dollars in millions, except per share amounts)
|
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2015
|
|
2014
|
||||
Net sales:
|
|
|
|
|
||||
Net sales
|
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$
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2,946
|
|
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$
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4,169
|
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Net sales to related parties (Note 17)
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326
|
|
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279
|
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||
Total
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3,272
|
|
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4,448
|
|
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Operating expenses (income):
|
|
|
|
|
||||
Cost of sales (excludes items shown below)
|
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3,066
|
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4,038
|
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Selling, general and administrative expenses
|
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102
|
|
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138
|
|
||
Depreciation, depletion and amortization
|
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144
|
|
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166
|
|
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(Earnings) loss from investees
|
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(6
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)
|
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4
|
|
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Restructuring and other charges (Note 18)
|
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153
|
|
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—
|
|
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Net gain on disposal of assets (Note 19)
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—
|
|
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(20
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)
|
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Total
|
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3,459
|
|
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4,326
|
|
||
(Loss) earnings before interest and income taxes (EBIT)
|
|
(187
|
)
|
|
122
|
|
||
Interest expense
|
|
51
|
|
|
61
|
|
||
Interest income
|
|
—
|
|
|
(1
|
)
|
||
Other financial costs
|
|
11
|
|
|
9
|
|
||
Net interest and other financial costs (Note 6)
|
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62
|
|
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69
|
|
||
(Loss) earnings before income taxes
|
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(249
|
)
|
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53
|
|
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Income tax (benefit) provision (Note 8)
|
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(174
|
)
|
|
1
|
|
||
Net (loss) earnings
|
|
(75
|
)
|
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52
|
|
||
Less: Net earnings attributable to noncontrolling interests
|
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—
|
|
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—
|
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Net (loss) earnings attributable to United States Steel Corporation
|
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$
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(75
|
)
|
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$
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52
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Earnings (loss) per common share (Note 9):
|
|
|
|
|
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Earnings (loss) per share attributable to United States Steel Corporation stockholders:
|
|
|
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||||
-Basic
|
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$
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(0.52
|
)
|
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$
|
0.36
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-Diluted
|
|
$
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(0.52
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)
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$
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0.34
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Three Months Ended
March 31, |
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(Dollars in millions)
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2015
|
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2014
|
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Net (loss) earnings
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$
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(75
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)
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$
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52
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Other comprehensive (loss) income, net of tax:
|
|
|
|
|
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Changes in foreign currency translation adjustments
|
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(103
|
)
|
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(2
|
)
|
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Changes in pension and other employee benefit accounts
|
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43
|
|
|
50
|
|
||
Total other comprehensive (loss) income, net of tax
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(60
|
)
|
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48
|
|
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Comprehensive (loss) income including noncontrolling interest
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(135
|
)
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100
|
|
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Comprehensive income attributable to noncontrolling interest
|
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—
|
|
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—
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Comprehensive (loss) income attributable to United States Steel Corporation
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$
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(135
|
)
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$
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100
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(Dollars in millions)
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(Unaudited)
March 31, 2015 |
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December 31,
2014 |
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Assets
|
|
|
|
|
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Current assets:
|
|
|
|
|
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Cash and cash equivalents
|
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$
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1,266
|
|
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$
|
1,354
|
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Receivables, less allowance of $37 and $45
|
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1,423
|
|
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1,632
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Receivables from related parties, less allowance of $209 and $218 (Note 17)
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225
|
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310
|
|
||
Inventories (Note 10)
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2,418
|
|
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2,496
|
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Deferred income tax benefits (Note 8)
|
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362
|
|
|
602
|
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Other current assets
|
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48
|
|
|
37
|
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Total current assets
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5,742
|
|
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6,431
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Property, plant and equipment
|
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14,545
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15,139
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Less accumulated depreciation and depletion
|
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10,191
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|
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10,565
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Total property, plant and equipment, net
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4,354
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|
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4,574
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Investments and long-term receivables, less allowance of $8 in both periods
|
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578
|
|
|
577
|
|
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Long-term receivables from related parties, less allowance of $1,130 and $1,188
|
|
336
|
|
|
362
|
|
||
Intangibles – net (Note 4)
|
|
202
|
|
|
204
|
|
||
Deferred income tax benefits (Note 8)
|
|
216
|
|
|
46
|
|
||
Other noncurrent assets
|
|
116
|
|
|
120
|
|
||
Total assets
|
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$
|
11,544
|
|
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$
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12,314
|
|
Liabilities
|
|
|
|
|
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Current liabilities:
|
|
|
|
|
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Accounts payable and other accrued liabilities
|
|
$
|
1,702
|
|
|
$
|
1,870
|
|
Accounts payable to related parties (Note 17)
|
|
135
|
|
|
131
|
|
||
Bank checks outstanding
|
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32
|
|
|
1
|
|
||
Payroll and benefits payable
|
|
856
|
|
|
1,003
|
|
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Accrued taxes
|
|
133
|
|
|
134
|
|
||
Accrued interest
|
|
73
|
|
|
52
|
|
||
Short-term debt and current maturities of long-term debt (Note 12)
|
|
378
|
|
|
378
|
|
||
Total current liabilities
|
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3,309
|
|
|
3,569
|
|
||
Long-term debt, less unamortized discount (Note 12)
|
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3,124
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|
|
3,120
|
|
||
Employee benefits
|
|
1,033
|
|
|
1,117
|
|
||
Deferred income tax liabilities (Note 8)
|
|
7
|
|
|
301
|
|
||
Deferred credits and other noncurrent liabilities
|
|
403
|
|
|
407
|
|
||
Total liabilities
|
|
7,876
|
|
|
8,514
|
|
||
Contingencies and commitments (Note 19)
|
|
|
|
|
||||
Stockholders’ Equity (Note 15):
|
|
|
|
|
||||
Common stock (150,925,911 shares issued) (Note 9)
|
|
151
|
|
|
151
|
|
||
Treasury stock, at cost (5,255,341 and 5,270,872 shares)
|
|
(395
|
)
|
|
(396
|
)
|
||
Additional paid-in capital
|
|
3,633
|
|
|
3,623
|
|
||
Retained earnings
|
|
1,779
|
|
|
1,862
|
|
||
Accumulated other comprehensive loss (Note 16)
|
|
(1,501
|
)
|
|
(1,441
|
)
|
||
Total United States Steel Corporation stockholders’ equity
|
|
3,667
|
|
|
3,799
|
|
||
Noncontrolling interests
|
|
1
|
|
|
1
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
11,544
|
|
|
$
|
12,314
|
|
|
|
Three Months Ended
March 31, |
||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
||||
Operating activities:
|
|
|
|
|
||||
Net (loss) earnings
|
|
$
|
(75
|
)
|
|
$
|
52
|
|
Adjustments to reconcile to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation, depletion and amortization
|
|
144
|
|
|
166
|
|
||
Restructuring and other charges (Note 18)
|
|
153
|
|
|
—
|
|
||
Provision for doubtful accounts
|
|
(6
|
)
|
|
2
|
|
||
Pensions and other postretirement benefits
|
|
(17
|
)
|
|
(16
|
)
|
||
Deferred income taxes
|
|
(166
|
)
|
|
4
|
|
||
Net gain on disposal of assets (Note 19)
|
|
—
|
|
|
(20
|
)
|
||
Distributions received, net of equity investees earnings
|
|
(4
|
)
|
|
4
|
|
||
Changes in:
|
|
|
|
|
||||
Current receivables
|
|
237
|
|
|
(232
|
)
|
||
Inventories
|
|
33
|
|
|
260
|
|
||
Current accounts payable and accrued expenses
|
|
(192
|
)
|
|
335
|
|
||
Income taxes receivable/payable
|
|
16
|
|
|
2
|
|
||
Bank checks outstanding
|
|
31
|
|
|
26
|
|
||
All other, net
|
|
(18
|
)
|
|
(13
|
)
|
||
Net cash provided by operating activities
|
|
136
|
|
|
570
|
|
||
Investing activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(172
|
)
|
|
(90
|
)
|
||
Disposal of assets
|
|
—
|
|
|
19
|
|
||
Change in restricted cash, net
|
|
2
|
|
|
6
|
|
||
Investments, net
|
|
(1
|
)
|
|
(1
|
)
|
||
Net cash used in investing activities
|
|
(171
|
)
|
|
(66
|
)
|
||
Financing activities:
|
|
|
|
|
||||
Dividends paid
|
|
(7
|
)
|
|
(7
|
)
|
||
Net cash used in financing activities
|
|
(7
|
)
|
|
(7
|
)
|
||
Effect of exchange rate changes on cash
|
|
(46
|
)
|
|
(2
|
)
|
||
Net increase in cash and cash equivalents
|
|
(88
|
)
|
|
495
|
|
||
Cash and cash equivalents at beginning of year
|
|
1,354
|
|
|
604
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
1,266
|
|
|
$
|
1,099
|
|
(In millions) First Quarter 2015
|
|
Customer
Sales |
|
Intersegment
Sales |
|
Net
Sales |
|
Earnings
(loss) from investees |
|
EBIT
|
||||||||||
Flat-Rolled
|
|
$
|
2,194
|
|
|
$
|
103
|
|
|
$
|
2,297
|
|
|
$
|
5
|
|
|
$
|
(67
|
)
|
USSE
|
|
691
|
|
|
1
|
|
|
692
|
|
|
—
|
|
|
37
|
|
|||||
Tubular
|
|
371
|
|
|
—
|
|
|
371
|
|
|
3
|
|
|
1
|
|
|||||
Total reportable segments
|
|
3,256
|
|
|
104
|
|
|
3,360
|
|
|
8
|
|
|
(29
|
)
|
|||||
Other Businesses
|
|
16
|
|
|
28
|
|
|
44
|
|
|
(2
|
)
|
|
8
|
|
|||||
Reconciling Items and Eliminations
|
|
—
|
|
|
(132
|
)
|
|
(132
|
)
|
|
—
|
|
|
(166
|
)
|
|||||
Total
|
|
$
|
3,272
|
|
|
$
|
—
|
|
|
$
|
3,272
|
|
|
$
|
6
|
|
|
$
|
(187
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First Quarter 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
|
|
$
|
3,027
|
|
|
$
|
303
|
|
|
$
|
3,330
|
|
|
$
|
(6
|
)
|
|
$
|
85
|
|
USSE
|
|
759
|
|
|
1
|
|
|
760
|
|
|
—
|
|
|
32
|
|
|||||
Tubular
|
|
643
|
|
|
1
|
|
|
644
|
|
|
2
|
|
|
24
|
|
|||||
Total reportable segments
|
|
4,429
|
|
|
305
|
|
|
4,734
|
|
|
(4
|
)
|
|
141
|
|
|||||
Other Businesses
|
|
19
|
|
|
34
|
|
|
53
|
|
|
—
|
|
|
13
|
|
|||||
Reconciling Items and Eliminations
|
|
—
|
|
|
(339
|
)
|
|
(339
|
)
|
|
—
|
|
|
(32
|
)
|
|||||
Total
|
|
$
|
4,448
|
|
|
$
|
—
|
|
|
$
|
4,448
|
|
|
$
|
(4
|
)
|
|
$
|
122
|
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
|
2015
|
|
2014
|
||||
Items not allocated to segments:
|
|
|
|
|
||||
Postretirement benefit expense
(a)
|
|
$
|
(13
|
)
|
|
$
|
(32
|
)
|
Other items not allocated to segments:
|
|
|
|
|
||||
Loss on shutdown of coke production facilities
(b)
|
|
(153
|
)
|
|
—
|
|
||
Total other items not allocated to segments
|
|
(153
|
)
|
|
—
|
|
||
Total reconciling items
|
|
$
|
(166
|
)
|
|
$
|
(32
|
)
|
|
|
|
|
As of March 31, 2015
|
|
As of December 31, 2014
|
||||||||||||||||||||
(In millions)
|
|
Useful
Lives |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationships
|
|
22-23 Years
|
|
$
|
132
|
|
|
$
|
48
|
|
|
$
|
84
|
|
|
$
|
132
|
|
|
$
|
46
|
|
|
$
|
86
|
|
Other
|
|
2-20 Years
|
|
23
|
|
|
13
|
|
|
10
|
|
|
23
|
|
|
13
|
|
|
10
|
|
||||||
Total amortizable intangible assets
|
|
|
|
$
|
155
|
|
|
$
|
61
|
|
|
$
|
94
|
|
|
$
|
155
|
|
|
$
|
59
|
|
|
$
|
96
|
|
|
|
Pension
Benefits |
|
Other
Benefits |
||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost
|
|
$
|
26
|
|
|
$
|
27
|
|
|
$
|
5
|
|
|
$
|
6
|
|
Interest cost
|
|
66
|
|
|
109
|
|
|
24
|
|
|
36
|
|
||||
Expected return on plan assets
|
|
(110
|
)
|
|
(153
|
)
|
|
(38
|
)
|
|
(35
|
)
|
||||
Amortization of prior service cost
|
|
4
|
|
|
6
|
|
|
(2
|
)
|
|
(3
|
)
|
||||
Amortization of actuarial net loss
|
|
64
|
|
|
70
|
|
|
2
|
|
|
(1
|
)
|
||||
Net periodic benefit cost, excluding below
|
|
50
|
|
|
59
|
|
|
(9
|
)
|
|
3
|
|
||||
Multiemployer plans
|
|
18
|
|
|
18
|
|
|
—
|
|
|
—
|
|
||||
Settlement, termination and curtailment losses
|
|
3
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
|
$
|
71
|
|
|
$
|
84
|
|
|
$
|
(9
|
)
|
|
$
|
3
|
|
|
2015
|
|
2014
|
||||||||
Grant Details
|
Shares
(a)
|
Fair Value
(b)
|
|
Shares
(a)
|
Fair Value
(b)
|
||||||
Stock Options
|
1,067,190
|
|
$
|
10.04
|
|
|
—
|
|
$
|
—
|
|
Restricted Stock Units
|
765,750
|
|
$
|
24.75
|
|
|
—
|
|
$
|
—
|
|
Performance Awards:
(c)
|
|
|
|
|
|
||||||
TSR
|
273,560
|
|
$
|
24.95
|
|
|
279,570
|
|
$
|
21.99
|
|
ROCE
(d)
|
—
|
|
$
|
—
|
|
|
259,280
|
|
$
|
23.71
|
|
Black-Scholes Assumptions
|
|
2015 Grants
|
||
Grant date price per share of option award
|
|
$
|
24.78
|
|
Exercise price per share of option award
|
|
$
|
24.78
|
|
Expected annual dividends per share, at grant date
|
|
$
|
0.20
|
|
Expected life in years
|
|
5.0
|
|
|
Expected volatility
|
|
47
|
%
|
|
Risk-free interest rate
|
|
1.6
|
%
|
|
Grant date fair value per share of unvested option awards as calculated from above
|
|
$
|
10.04
|
|
|
|
Three Months Ended March 31,
|
||||||
(Dollars in millions, except per share amounts)
|
|
2015
|
|
2014
|
||||
Net (loss) earnings attributable to United States Steel Corporation stockholders
|
|
$
|
(75
|
)
|
|
$
|
52
|
|
Plus earnings effect of assumed conversion-interest on convertible notes
|
|
—
|
|
|
2
|
|
||
Net (loss) earnings after assumed conversion
|
|
$
|
(75
|
)
|
|
$
|
54
|
|
Weighted-average shares outstanding (in thousands):
|
|
|
|
|
||||
Basic
|
|
145,733
|
|
|
144,757
|
|
||
Effect of convertible notes
|
|
—
|
|
|
10,058
|
|
||
Effect of stock options, restricted stock units and performance awards
|
|
—
|
|
|
1,299
|
|
||
Adjusted weighted-average shares outstanding, diluted
|
|
145,733
|
|
|
156,114
|
|
||
Basic earnings per common share
|
|
$
|
(0.52
|
)
|
|
$
|
0.36
|
|
Diluted earnings per common share
|
|
$
|
(0.52
|
)
|
|
$
|
0.34
|
|
|
|
Three Months Ended March 31,
|
|||
(In thousands)
|
|
2015
|
|
2014
|
|
Securities granted under the 2005 Stock Incentive Plan
|
|
10,056
|
|
|
2,336
|
(In millions)
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Raw materials
|
|
$
|
864
|
|
|
$
|
801
|
|
Semi-finished products
|
|
982
|
|
|
1,053
|
|
||
Finished products
|
|
502
|
|
|
563
|
|
||
Supplies and sundry items
|
|
70
|
|
|
79
|
|
||
Total
|
|
$
|
2,418
|
|
|
$
|
2,496
|
|
|
|
|
|
Fair Value
|
|
Fair Value
|
||||
(In millions)
|
|
Balance Sheet
Location |
|
March 31, 2015
|
|
December 31, 2014
|
||||
Foreign exchange forward contracts
|
|
Accounts receivable
|
|
$
|
49
|
|
|
$
|
31
|
|
Foreign exchange forward contracts
|
|
Accounts payable
|
|
$
|
1
|
|
|
$
|
—
|
|
(In millions)
|
|
Statement of
Operations Location |
|
Amount of Gain
|
|
Amount of Gain
|
||||
|
|
Three Months Ended March 31, 2015
|
|
Three Months Ended March 31, 2014
|
||||||
Foreign exchange forward contracts
|
|
Other financial
costs |
|
$
|
43
|
|
|
$
|
—
|
|
(In millions)
|
|
Interest
Rates %
|
|
Maturity
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
2037 Senior Notes
|
|
6.65
|
|
2037
|
|
$
|
350
|
|
|
$
|
350
|
|
2022 Senior Notes
|
|
7.50
|
|
2022
|
|
400
|
|
|
400
|
|
||
2021 Senior Notes
|
|
6.875
|
|
2021
|
|
275
|
|
|
275
|
|
||
2020 Senior Notes
|
|
7.375
|
|
2020
|
|
600
|
|
|
600
|
|
||
2018 Senior Notes
|
|
7.00
|
|
2018
|
|
500
|
|
|
500
|
|
||
2017 Senior Notes
|
|
6.05
|
|
2017
|
|
450
|
|
|
450
|
|
||
2019 Senior Convertible Notes
(a)
|
|
2.75
|
|
2019
|
|
316
|
|
|
316
|
|
||
Environmental Revenue Bonds
|
|
5.38 - 6.88
|
|
2015 - 2042
|
|
549
|
|
|
549
|
|
||
Recovery Zone Facility Bonds
|
|
6.75
|
|
2040
|
|
70
|
|
|
70
|
|
||
Fairfield Caster Lease
|
|
|
|
2022
|
|
33
|
|
|
33
|
|
||
Other capital leases and all other obligations
|
|
|
|
2019
|
|
1
|
|
|
—
|
|
||
Amended Credit Agreement
|
|
Variable
|
|
2016
|
|
—
|
|
|
—
|
|
||
USSK Revolver
|
|
Variable
|
|
2016
|
|
—
|
|
|
—
|
|
||
USSK credit facilities
|
|
Variable
|
|
2015 - 2016
|
|
—
|
|
|
—
|
|
||
Total Debt
|
|
|
|
|
|
3,544
|
|
|
3,543
|
|
||
Less unamortized discount
|
|
|
|
|
|
42
|
|
|
45
|
|
||
Less short-term debt and long-term debt due within one year
(a)
|
|
|
|
|
|
378
|
|
|
378
|
|
||
Long-term debt
|
|
|
|
|
|
$
|
3,124
|
|
|
$
|
3,120
|
|
(In millions)
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Balance of accounts receivable-net, eligible for sale to third-parties
|
|
$
|
782
|
|
|
$
|
1,013
|
|
Accounts receivable sold to third-parties
|
|
—
|
|
|
—
|
|
||
Balance included in Receivables on the balance sheet of U. S. Steel
|
|
$
|
782
|
|
|
$
|
1,013
|
|
(In millions)
|
|
March 31, 2015
|
|
December 31, 2014
|
|
||||
Balance at beginning of year
|
|
$
|
48
|
|
|
$
|
59
|
|
|
Additional obligations incurred
|
|
44
|
|
(a)
|
6
|
|
|
||
Obligations settled
|
|
—
|
|
|
(19
|
)
|
(b)
|
||
Foreign currency translation effects
|
|
(1
|
)
|
|
(2
|
)
|
|
||
Accretion expense
|
|
1
|
|
|
4
|
|
|
||
Balance at end of period
|
|
$
|
92
|
|
|
$
|
48
|
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
(In millions)
|
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(a)
|
|
$
|
3,648
|
|
|
$
|
3,469
|
|
|
$
|
3,740
|
|
|
$
|
3,466
|
|
Three Months Ended March 31, 2015 (In millions)
|
|
Total
|
|
Retained
Earnings |
|
Accumulated
Other Comprehensive (Loss) Income |
|
Common
Stock |
|
Treasury
Stock |
|
Paid-in
Capital |
|
Non-
Controlling Interest |
||||||||||||||
Balance at beginning of year
|
|
$
|
3,800
|
|
|
$
|
1,862
|
|
|
$
|
(1,441
|
)
|
|
$
|
151
|
|
|
$
|
(396
|
)
|
|
$
|
3,623
|
|
|
$
|
1
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
|
(75
|
)
|
|
(75
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pension and other benefit adjustments
|
|
43
|
|
|
|
|
43
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency translation adjustment
|
|
(103
|
)
|
|
|
|
(103
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Employee stock plans
|
|
11
|
|
|
|
|
|
|
|
|
1
|
|
|
10
|
|
|
|
|||||||||||
Dividends paid on common stock
|
|
(7
|
)
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other
|
|
(1
|
)
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at March 31, 2015
|
|
$
|
3,668
|
|
|
$
|
1,779
|
|
|
$
|
(1,501
|
)
|
|
$
|
151
|
|
|
$
|
(395
|
)
|
|
$
|
3,633
|
|
|
$
|
1
|
|
Three Months Ended March 31, 2014 (In millions)
|
|
Total
|
|
Retained
Earnings |
|
Accumulated
Other Comprehensive (Loss) Income |
|
Common
Stock |
|
Treasury
Stock |
|
Paid-in
Capital |
|
Non-
Controlling Interest |
||||||||||||||
Balance at beginning of year
|
|
$
|
3,376
|
|
|
$
|
1,789
|
|
|
$
|
(1,752
|
)
|
|
$
|
151
|
|
|
$
|
(480
|
)
|
|
$
|
3,667
|
|
|
$
|
1
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings
|
|
52
|
|
|
52
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pension and other benefit adjustments
|
|
50
|
|
|
|
|
50
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency translation adjustment
|
|
(2
|
)
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Employee stock plans
|
|
9
|
|
|
|
|
|
|
|
|
1
|
|
|
8
|
|
|
|
|||||||||||
Dividends paid on common stock
|
|
(7
|
)
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at March 31, 2014
|
|
$
|
3,478
|
|
|
$
|
1,834
|
|
|
$
|
(1,704
|
)
|
|
$
|
151
|
|
|
$
|
(479
|
)
|
|
$
|
3,675
|
|
|
$
|
1
|
|
(In millions)
(a)
|
|
Pension and
Other Benefit Items |
|
Foreign
Currency Items |
|
Other
|
|
Total
|
||||||||
Balance at December 31, 2014
|
|
$
|
(1,852
|
)
|
|
$
|
416
|
|
|
$
|
(5
|
)
|
|
$
|
(1,441
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(1
|
)
|
|
(103
|
)
|
|
(5
|
)
|
|
(109
|
)
|
||||
Amounts reclassified from AOCI
|
|
44
|
|
(b)
|
—
|
|
|
5
|
|
|
49
|
|
||||
Net current-period other comprehensive income
|
|
43
|
|
|
(103
|
)
|
|
—
|
|
|
(60
|
)
|
||||
Balance at March 31, 2015
|
|
$
|
(1,809
|
)
|
|
$
|
313
|
|
|
$
|
(5
|
)
|
|
$
|
(1,501
|
)
|
|
|
|
Amount reclassified from AOCI
|
||||||
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
(a)
|
Details about AOCI components
|
|
2015
|
|
2014
|
||||
|
Amortization of pension and other benefit items
|
|
|
|
|
||||
|
Prior service costs
(b)
|
|
$
|
(2
|
)
|
|
$
|
(10
|
)
|
|
Actuarial losses
(b)
|
|
(66
|
)
|
|
(69
|
)
|
||
|
Settlement, termination and curtailment gains
(b)
|
|
(3
|
)
|
|
—
|
|
||
|
Total before tax
|
|
(71
|
)
|
|
(79
|
)
|
||
|
Tax benefit
|
|
27
|
|
|
28
|
|
||
|
Net of tax
|
|
$
|
(44
|
)
|
|
$
|
(51
|
)
|
|
|
Employee Related
|
|
Exit
|
|
Asset
|
|
|
||||||||
(in millions)
|
|
Costs
|
|
Costs
|
|
Impairments
|
|
Total
|
||||||||
Balance at December 31, 2014
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
|
||||||||
Additional charges
|
|
18
|
|
|
45
|
|
(a)
|
90
|
|
|
153
|
|
||||
Cash payments/utilization
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
|
(90
|
)
|
||||
Other adjustments and reclassifications
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Balance at March 31, 2015
|
|
$
|
23
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
68
|
|
(in millions)
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Accounts payable
|
|
$
|
28
|
|
|
$
|
—
|
|
Payroll and benefits payable
|
|
23
|
|
|
5
|
|
||
Deferred credits and other noncurrent liabilities
|
|
17
|
|
|
—
|
|
||
Total
|
|
$
|
68
|
|
|
$
|
5
|
|
Period ended
|
|
Opening
Number of Claims |
|
Claims
Dismissed, Settled and Resolved |
|
New
Claims |
|
Closing
Number of Claims |
December 31, 2012
|
|
3,235
|
|
190
|
|
285
|
|
3,330
|
December 31, 2013
|
|
3,330
|
|
250
|
|
240
|
|
3,320
|
December 31, 2014
|
|
3,320
|
|
190
|
|
325
|
|
3,455
|
March 31, 2015
|
|
3,455
|
|
110
|
|
75
|
|
3,420
|
(In millions)
|
Three Months Ended March 31, 2015
|
||
Beginning of period
|
$
|
212
|
|
Accruals for environmental remediation deemed probable and reasonably estimable
|
—
|
|
|
Obligations settled
|
(2
|
)
|
|
End of period
|
$
|
210
|
|
(In millions)
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Accounts payable
|
|
$
|
19
|
|
|
$
|
19
|
|
Deferred credits and other noncurrent liabilities
|
|
191
|
|
|
193
|
|
||
Total
|
|
$
|
210
|
|
|
$
|
212
|
|
(1)
|
Projects with Ongoing Study and Scope Development
are those projects which are still in the study and development phase. For these projects, the extent of remediation that may be required is not yet known, the remediation methods and plans are not yet developed, and cost estimates cannot be determined. Therefore, significant costs, in addition to the accrued liabilities for these projects, are reasonably possible.
|
(2)
|
Significant Projects with Defined Scope
are those projects with significant accrued liabilities, a defined scope and little likelihood of significant additional costs.
|
(3)
|
Other Projects
are those projects with relatively small accrued liabilities for which we believe that, while additional costs are possible, they are not likely to be significant, and those projects for which we do not yet possess sufficient information to estimate potential costs to U. S. Steel.
|
Remainder of 2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Later
Years |
|
Total
|
$588
|
|
$704
|
|
$558
|
|
$539
|
|
$286
|
|
$923
|
|
$3,598
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Three Months Ended
March 31, |
|
|
|||||||
(Dollars in millions, excluding intersegment sales)
|
|
2015
|
|
2014
|
|
%
Change
|
|||||
Flat-Rolled Products (Flat-Rolled)
|
|
$
|
2,194
|
|
|
$
|
3,027
|
|
|
(28
|
)%
|
U. S. Steel Europe (USSE)
|
|
691
|
|
|
759
|
|
|
(9
|
)%
|
||
Tubular Products (Tubular)
|
|
371
|
|
|
643
|
|
|
(42
|
)%
|
||
Total sales from reportable segments
|
|
3,256
|
|
|
4,429
|
|
|
(26
|
)%
|
||
Other Businesses
|
|
16
|
|
|
19
|
|
|
(16
|
)%
|
||
Net sales
|
|
$
|
3,272
|
|
|
$
|
4,448
|
|
|
(26
|
)%
|
|
|
Hypothetical Rate
Increase (Decrease) |
||||||
(Dollars in millions)
|
|
1%
|
|
(1)%
|
||||
Expected return on plan assets
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension cost
|
|
$
|
(77
|
)
|
|
$
|
77
|
|
Discount rate
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension & other benefits costs
|
|
$
|
(35
|
)
|
|
$
|
56
|
|
Health care cost escalation trend rates
|
|
|
|
|
||||
Incremental increase (decrease) in:
|
|
|
|
|
||||
Service and interest cost components for 2015
|
|
$
|
5
|
|
|
$
|
(4
|
)
|
|
|
Three Months Ended
March 31, |
|
%
Change |
|||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
||||||
Flat-Rolled
|
|
$
|
(67
|
)
|
|
$
|
85
|
|
|
NM
|
|
USSE
|
|
37
|
|
|
32
|
|
|
16
|
%
|
||
Tubular
|
|
1
|
|
|
24
|
|
|
(96
|
)%
|
||
Total earnings from reportable segments
|
|
(29
|
)
|
|
141
|
|
|
NM
|
|
||
Other Businesses
|
|
8
|
|
|
13
|
|
|
(38
|
)%
|
||
Segment EBIT
|
|
(21
|
)
|
|
154
|
|
|
NM
|
|
||
Items not allocated to segments:
|
|
|
|
|
|
|
|||||
Postretirement benefit expense
|
|
(13
|
)
|
|
(32
|
)
|
|
(59
|
)%
|
||
Other items not allocated to segments:
|
|
|
|
|
|
|
|||||
Loss on shutdown of coke production facilities
|
|
(153
|
)
|
|
—
|
|
|
100
|
%
|
||
Total EBIT
|
|
$
|
(187
|
)
|
|
$
|
122
|
|
|
(100
|
)%
|
|
|
Three Months Ended
March 31, |
|
%
Change |
|||||||
|
|
2015
|
|
2014
|
|
||||||
Earnings before interest and taxes ($ millions)
|
|
$
|
(67
|
)
|
|
$
|
85
|
|
|
NM
|
|
Gross margin
|
|
4
|
%
|
|
9
|
%
|
|
(5
|
)%
|
||
Raw steel production (mnt)
|
|
2,868
|
|
|
4,491
|
|
|
(36
|
)%
|
||
Capability utilization
|
|
60
|
%
|
|
83
|
%
|
|
(23
|
)%
|
||
Steel shipments (mnt)
|
|
2,617
|
|
|
3,674
|
|
|
(29
|
)%
|
||
Average realized steel price per ton
|
|
$
|
768
|
|
|
$
|
761
|
|
(a)
|
1
|
%
|
|
|
Three Months Ended
March 31, |
|
%
Change |
|||||||
|
|
2015
|
|
2014
|
|
||||||
Earnings before interest and taxes ($ millions)
|
|
$
|
37
|
|
|
$
|
32
|
|
|
16
|
%
|
Gross margin
|
|
11
|
%
|
|
8
|
%
|
|
3
|
%
|
||
Raw steel production (mnt)
|
|
1,283
|
|
|
1,141
|
|
|
12
|
%
|
||
Capability utilization
|
|
104
|
%
|
|
93
|
%
|
|
11
|
%
|
||
Steel shipments (mnt)
|
|
1,264
|
|
|
1,031
|
|
|
23
|
%
|
||
Average realized steel price per ton
|
|
$
|
530
|
|
|
$
|
710
|
|
|
(25
|
)%
|
|
|
Three Months Ended
March 31, |
|
%
Change |
|||||||
|
|
2015
|
|
2014
|
|
||||||
Earnings before interest and taxes ($ millions)
|
|
$
|
1
|
|
|
$
|
24
|
|
|
(96
|
)%
|
Gross margin
|
|
7
|
%
|
|
7
|
%
|
|
—
|
%
|
||
Steel shipments (mnt)
|
|
220
|
|
|
419
|
|
|
(47
|
)%
|
||
Average realized steel price per ton
|
|
$
|
1,637
|
|
|
$
|
1,479
|
|
|
11
|
%
|
|
|
Three Months Ended
March 31, |
|
%
Change
|
|||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
||||||
Interest expense
|
|
$
|
51
|
|
|
$
|
61
|
|
|
(16
|
)%
|
Interest income
|
|
—
|
|
|
(1
|
)
|
|
(100
|
)%
|
||
Other financial costs
|
|
11
|
|
|
9
|
|
|
22
|
%
|
||
Total net interest and other financial costs
|
|
$
|
62
|
|
|
$
|
69
|
|
|
(10
|
)%
|
|
|
Three Months Ended
March 31, |
|
Twelve Months Ended
March 31, |
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Accounts Receivable Turnover
|
|
1.8
|
|
|
2.1
|
|
|
8.5
|
|
|
7.7
|
|
Inventory Turnover
|
|
1.2
|
|
|
1.6
|
|
|
6.0
|
|
|
6.7
|
|
(Dollars in millions)
|
|
|
||
|
Cash and cash equivalents
|
$
|
1,266
|
|
|
Amount available under $875 Million Credit Facility
|
875
|
|
|
|
Amount available under Receivables Purchase Agreement
|
452
|
|
|
|
Amount available under USSK credit facilities
|
246
|
|
|
|
Total estimated liquidity
|
$
|
2,839
|
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
|
|
Three Months Ended
March 31, |
||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
||||
SEGMENT EARNINGS (LOSS) BEFORE INTEREST AND INCOME TAXES:
|
|
|
|
|
||||
Flat-Rolled
|
|
$
|
(67
|
)
|
|
$
|
85
|
|
U. S. Steel Europe
|
|
37
|
|
|
32
|
|
||
Tubular
|
|
1
|
|
|
24
|
|
||
Total reportable segments
|
|
(29
|
)
|
|
141
|
|
||
Other Businesses
|
|
8
|
|
|
13
|
|
||
Items not allocated to segments:
|
|
|
|
|
||||
Postretirement benefit expense
|
|
(13
|
)
|
|
(32
|
)
|
||
Other items not allocated to segments:
|
|
|
|
|
||||
Loss on shutdown of coke production facilities
|
|
(153
|
)
|
|
—
|
|
||
Total (loss) earnings before interest and income taxes
|
|
$
|
(187
|
)
|
|
$
|
122
|
|
CAPITAL EXPENDITURES
|
|
|
|
|
||||
Flat-Rolled
|
|
$
|
132
|
|
|
$
|
55
|
|
U. S. Steel Europe
|
|
21
|
|
|
18
|
|
||
Tubular
|
|
16
|
|
|
16
|
|
||
Other Businesses
|
|
3
|
|
|
1
|
|
||
Total
(a)
|
|
$
|
172
|
|
|
$
|
90
|
|
OPERATING STATISTICS
|
|
|
|
|
||||
Average realized price: ($/net ton)
(b)
|
|
|
|
|
||||
Flat-Rolled
|
|
$
|
768
|
|
|
$
|
761
|
|
Flat-Rolled U.S. Facilities
(c)
|
|
768
|
|
|
774
|
|
||
U. S. Steel Europe
|
|
530
|
|
|
710
|
|
||
Tubular
|
|
1,637
|
|
|
1,479
|
|
||
Steel Shipments:
(b)(d)
|
|
|
|
|
||||
Flat-Rolled
|
|
2,617
|
|
|
3,674
|
|
||
Flat-Rolled U.S. Facilities
(c)
|
|
2,617
|
|
|
3,115
|
|
||
U. S. Steel Europe
|
|
1,264
|
|
|
1,031
|
|
||
Tubular
|
|
220
|
|
|
419
|
|
||
Raw Steel Production:
(d)
|
|
|
|
|
||||
Flat-Rolled
|
|
2,868
|
|
|
4,491
|
|
||
U. S. Steel Europe
|
|
1,283
|
|
|
1,141
|
|
||
Raw Steel Capability Utilization:
(e)
|
|
|
|
|
||||
Flat-Rolled
|
|
60
|
%
|
|
83
|
%
|
||
Flat-Rolled U.S. Facilities
(f)
|
|
60
|
%
|
|
81
|
%
|
||
U. S. Steel Europe
|
|
104
|
%
|
|
93
|
%
|
(a)
|
Excludes the (decrease) increase in accrued capital expenditures of $(58) million and $18 million for the quarters ended March 31, 2015, and 2014, respectively.
|
(b)
|
Excludes intersegment transfers.
|
(c)
|
Excludes U. S. Steel Canada Inc. for all periods presented.
|
(d)
|
Thousands of net tons.
|
(e)
|
Based on annual raw steel production capability of 22.0 million net tons for Flat-Rolled and 5.0 million net tons for USSE. Subsequent to USSC's CCAA filing on September 16, 2014, annual raw steel production capability for Flat-Rolled is 19.4 million tons.
|
(f)
|
AISI capability utilization rates include our U.S. facilities (Gary Works, Great Lakes Works, Mon Valley Works, Granite City Works and Fairfield Works).
|
Period ended
|
|
Opening
Number of Claims |
|
Claims
Dismissed, Settled and Resolved |
|
New
Claims |
|
Closing
Number of Claims |
December 31, 2012
|
|
3,235
|
|
190
|
|
285
|
|
3,330
|
December 31, 2013
|
|
3,330
|
|
250
|
|
240
|
|
3,320
|
December 31, 2014
|
|
3,320
|
|
190
|
|
325
|
|
3,455
|
March 31, 2015
|
|
3,455
|
|
110
|
|
75
|
|
3,420
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 6.
|
EXHIBITS
|
|
|
|
10.1
|
|
Form of Non-Qualified Stock Option Grant Agreement.
|
|
|
|
10.2
|
|
Form of Incentive Award Agreement, 2010 Annual Incentive Compensation Plan.
|
|
|
|
10.3
|
|
Administrative Procedures for the Long-Term Incentive Compensation Program, as amended February 24, 2015.
|
|
|
|
10.4
|
|
Administrative Procedures for the Executive Management Annual Incentive Compensation Program, as amended January 27, 2015.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer required by Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as promulgated by the Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer required by Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as promulgated by the Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
95
|
|
Mine Safety Disclosure required under Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
|
|
|
|
101 INS
|
|
XBRL Instance Document
|
|
|
|
101 SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101 CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101 DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101 LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101 PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
UNITED STATES STEEL CORPORATION
|
||
|
|
|
By
|
|
/s/ Colleen M. Darragh
|
|
|
|
|
|
Colleen M. Darragh
|
|
|
Vice President & Controller
|
Name of Optionee:
|
PARTICIPANT NAME
|
|
|
Name of Employing Company
|
|
on Date Hereof:
|
(the company recognized by the Corporation as employing the Optionee on the date hereof)
|
|
|
Number of Shares Subject to Purchase:
|
# SHARES
|
|
|
Exercise Price of Each Share:
|
GRANT PRICE
|
|
|
Date of This Option:
|
GRANT DATE
|
United States Steel Corporation
|
Accepted as of the above date:
ACCEPTANCE DATE
|
||||
|
|
||||
|
|
||||
By
|
|
|
By
|
PARTICIPANT ES
|
|
|
Authorized Officer
|
|
|
Signature of Optionee
|
|
a)
|
the Plan and the Administrative Procedures are established voluntarily by the Corporation, they are discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by their terms;
|
b)
|
the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past;
|
c)
|
all decisions with respect to future option grants, if any, will be at the sole discretion of the Committee;
|
d)
|
the Optionee is voluntarily participating in the Plan;
|
e)
|
the Option and the shares of Common Stock subject to the Option are extraordinary items which do not constitute compensation of any kind for services of any kind rendered to the Corporation or to the Employing Company, and which are outside the scope of the Optionee’s employment contract, if any;
|
f)
|
the Option and the shares of Common Stock subject to the Option are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, dismissal, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation;
|
g)
|
the Option and the shares of Common Stock subject to the Option are not intended to replace any pension rights or compensation;
|
h)
|
the grant of the Option will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Subsidiary or affiliate of the Corporation;
|
i)
|
the future value of the shares of Common Stock underlying the Option is unknown, indeterminable and cannot be predicted with certainty; if the underlying shares do not increase in value, the Option will have no value. If Optionee exercises the Option and obtains shares of Common Stock, the value of the shares acquired upon exercise may increase or decrease in value, even below the exercise price;
|
j)
|
no claim or entitlement to compensation or damages arises from forfeiture of the Option resulting from termination of the Optionee’s employment by the Corporation or the Employing Company (for any reason whether or not in breach of applicable labor laws or the terms of the Optionee’s employment agreement, if any), and in consideration of the grant of the Option to which the Optionee is not otherwise entitled, the Optionee irrevocably agrees never to institute any claim against the Corporation or the Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Corporation and the Employing Company
from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim;
|
k)
|
it is the Optionee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of shares of Common Stock pursuant to the exercise of the Option;
|
l)
|
the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Optionee’s participation in the Plan or the Optionee’s purchase or sale of the shares of Common Stock underlying the Option;
|
m)
|
the Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan;
|
n)
|
unless otherwise provided in the Plan, Administrative Procedures or by the Corporation in its discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporation; and
|
o)
|
the following provisions apply only if the Optionee is providing services outside the United States:
|
i)
|
the Option and the shares of Common Stock subject to the Option are not part of normal or expected compensation or salary for any purpose; and
|
ii)
|
the Optionee acknowledges and agrees that neither the Corporation nor the Employing Company shall be liable for any foreign exchange rate fluctuation between the local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any shares of Common Stock acquired upon exercise.
|
Name of Participant:
|
PARTICIPANT NAME
|
|
|
Name of Employing Company
|
|
on Date Hereof:
|
(the company recognized by the Corporation as employing the Participant on the date hereof)
|
|
|
Incentive Target Amount:
|
|
|
|
Performance Period:
|
January 1, 2015 through December 31, 2017
|
|
|
Performance Goals:
|
(see Exhibit A, attached)
|
|
|
Date of This Incentive Award:
|
GRANT DATE
|
United States Steel Corporation
|
Accepted as of the above date:
ACCEPTANCE DATE
|
||||
|
|
||||
|
|
||||
By
|
|
|
By
|
PARTICIPANT ES
|
|
|
Authorized Officer
|
|
|
Signature of Participant
|
|
a)
|
the Plan and the Administrative Procedures are established voluntarily by the Corporation, they are discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by their terms;
|
b)
|
the grant of the Incentive Award is voluntary and occasional and does not create any contractual or other right to receive future Incentive Awards, or benefits in lieu of Incentive Awards, even if Incentive Awards have been granted in the past;
|
c)
|
all decisions with respect to future Incentive Award grants, if any, will be at the sole discretion of the Committee;
|
d)
|
the Participant is voluntarily participating in the Plan;
|
e)
|
the Incentive Award and any cash or Shares that may be paid pursuant to the Incentive Award are extraordinary items which do not constitute compensation of any kind for services of any kind rendered to the Corporation or to the Employing Company, and which are outside the scope of the Participant’s employment contract, if any;
|
f)
|
the Incentive Award and any cash or any Shares that may be paid subject to the Incentive Award are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, dismissal, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments
and in no event should be considered as compensation for, or relating in any way to, past services for the Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation;
|
g)
|
the Incentive Award and any cash or any Shares that may be paid subject to the Incentive Award are not intended to replace any pension rights or compensation;
|
h)
|
the grant of the Incentive Award will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Subsidiary or affiliate of the Corporation;
|
i)
|
the future value of the Shares or the amount of cash that may be paid pursuant to the Incentive Award is unknown, indeterminable and cannot be predicted with certainty;
|
j)
|
no claim or entitlement to compensation or damages arises from forfeiture of the Incentive Award resulting from termination of the Participant’s employment by the Corporation or the Employing Company (for any reason whether or not in breach of applicable labor laws or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the Incentive Award to which the Participant is not otherwise entitled, the Participant irrevocably agrees never to institute any claim against the Corporation or the Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Corporation and the Employing Company from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim;
|
k)
|
it is the Participant’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of any Shares that may be paid pursuant the Incentive Award;
|
l)
|
the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Participant’s participation in the Plan or the Participant’s acquisition or sale of any Shares that may be issued pursuant to the Incentive Award;
|
m)
|
the Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan;
|
n)
|
unless otherwise provided in the Plan, Administrative Procedures or by the Corporation in its discretion, the Incentive Award and the benefits evidenced by this Agreement do not create any entitlement to have the Incentive Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Corporation; and
|
o)
|
the following provisions apply only if the Participant is providing services outside the United States:
|
i)
|
the Incentive Award and any cash or Shares paid pursuant to the Incentive Award are not part of normal or expected compensation for any purpose; and
|
ii)
|
the Participant acknowledges and agrees that neither the Corporation nor the Employing Company shall be liable for any foreign exchange rate fluctuation between the local currency and the United States Dollar that may affect the value of the Incentive Award or of any amounts due to the Participant pursuant to the settlement of the Incentive Award or the subsequent sale of any Shares acquired upon settlement.
|
1.
|
Administration
. The Compensation & Organization Committee (the “Committee”) shall administer the Long-Term Incentive Compensation Program (the “Program”) under and pursuant to its authority as provided in Section 3 of the United States Steel Corporation 2005 Stock Incentive Plan, as amended and restated (the “LTI Plan”), and as provided under Section 3 of the United States Steel Corporation 2010 Annual Incentive Compensation Plan (the “AICP”).
|
A.
|
Delegation of Authority
. The Committee may delegate to a designated individual (the “
Stock Plan Officer
”) and to other Officer-Directors and the executive directly responsible for corporate human resources (collectively, the “
Senior Officers
”) its duties under the Program subject to such conditions and limitations as the Committee shall prescribe, except that only the Committee may designate and grant Awards to Participants. The Committee hereby delegates to the Stock Plan Officer all authority necessary or desirable to administer the Program, including the authority to “consent” upon termination and the authority to delegate all or any portion of the delegated authorities; provided, however, that such authority is limited as follows: (i) only the Committee may (a) designate and grant Awards to Participants (provided that grants to non-executives may be made through a delegated process to one or more Committee members from time to time under rules established by the Committee in advance of such grants), (b) approve the vesting of Options, Restricted Stock, Restricted Stock Units or Performance Awards, (c) adjust the number of Shares pursuant to Section 8 of the LTI Plan, (d) approve or amend the form of Awards, (e) amend outstanding Awards, (f) determine the Performance Goals, measures and other terms associated with Performance Awards or (g) modify or amend these Administrative Procedures (the “Procedures”), including any appendices and schedules attached hereto, and (ii) no delegate of the Stock Plan Officer’s authority may delegate his or her authority. Without limiting the foregoing, the Stock Plan Officer is hereby directed to (x) administer Awards under the LTI Plan and the AICP, (y) determine whether any Participant has violated any terms and conditions set forth in the Award Agreement so as to warrant cancellation of an Award and upon making such determination, cancel such Award, and (z) maintain appropriate records and establish necessary procedures related to the LTI Plan and the AICP.
|
B.
|
Definitions
. Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the LTI Plan and the AICP. The terms “Stock Plan Officer” and “Committee” shall be read as being one and the same;
provided
, however, the preceding (i) does not apply where necessary to give meaning to the
|
C.
|
Compensation Consultant
. The Committee may engage a compensation consultant to assess the competitiveness of various target Award levels and advise the Committee.
|
2.
|
Participation/Eligibility
. All management employees of the Corporation, its Subsidiaries and affiliates are eligible to participate in the Program upon designation by the Committee or Senior Officers (“Participants”).
|
A.
|
Executive Management
. Employees designated by the Committee to be Executive Management are hereby designated to be Participants. Grants to individuals designated to be Executive Management must be approved by the Committee.
|
B.
|
Rights
. No Participant or other employee shall have any claim to be granted an Award under the Program, and nothing contained in the Program or any Award Agreement shall confer upon any Participant any right to continue in the employ of the Corporation, its Subsidiaries or affiliates or interfere in any way with the right of the Corporation, its Subsidiaries or affiliates to terminate a Participant’s employment at any time.
|
3.
|
Components of Long-Term Incentives
. Award grants may be made in the following forms: Options, Restricted Stock, Restricted Stock Units, Other Stock‑Based Awards, and Performance Awards. Awards granted in shares are governed by the terms of the LTI Plan, while awards granted in cash are governed by the terms of the AICP.
|
4.
|
Options
.
|
A.
|
Award Grants/Grant Price
. The Committee may grant Options to Participants. All Options will be nonstatutory stock options. The exercise price per Share of the Options shall be no less than 100% of the Fair Market Value of the Shares on the date of grant of the Option.
|
B.
|
Term
. Each Option shall state the period or periods of time during which it may be exercised, in whole or in part. The term of an Option may not exceed ten years.
|
C.
|
Vesting
. Unless otherwise determined by the Committee, Option grants shall vest ratably over three years (1/3 on each of the first, second and third grant date anniversaries), each such year to be considered a “Vesting Year.”
|
D.
|
Exercise of Options
.
|
(1)
|
Effective Date of Exercise
. The date of exercise of an Option shall be the business day on which the notice of exercise and payment for Shares being purchased are received by the Stock Plan Officer.
|
(2)
|
Payment for Shares Purchased
. Unless otherwise determined by the Committee, payment of the purchase price shall be made, at the election of the Participant, in cash or by delivering Shares owned by the Participant or withholding of shares to be acquired upon exercise in accordance with
|
(a)
|
Overpayment in Shares
. If the Fair Market Value of Shares delivered or withheld in payment of the purchase price exceeds the purchase price, a certificate, or its equivalent, representing the whole number of excess Shares together with a check, or its equivalent, representing the Fair Market Value of any excess partial Share shall be delivered to the Participant. In the case of a Participant who is at the time of exercise subject to Section 16 of the Exchange Act, any portion of the exercise price representing a fraction of a Share shall be paid by such Participant in cash or property other than Shares.
|
(b)
|
Underpayment in Shares
. If the Fair Market Value of Shares delivered or withheld in payment of the purchase price is less than the purchase price, the difference shall be delivered by the Participant in cash immediately upon notification of such difference.
|
(c)
|
Requirements Relating to Previously Owned Shares
. Shares delivered in payment of the purchase price shall be duly endorsed for transfer to the Corporation. If Shares so delivered are not registered in the name of the Participant individually, the Participant shall also provide evidence acceptable to the Stock Plan Officer that such Shares are beneficially owned by the Participant individually.
|
E.
|
Post-Termination of Employment Exercise
.
|
(1)
|
Death and Disability
. Unless otherwise determined by the Committee, all Options vest immediately upon the Participant’s death during employment or termination of employment by reason of Disability. Vested options remain exercisable for three years following the date of Death or termination of employment by reason of Disability, as applicable, or, if less, until the original expiration date.
|
(a)
|
“
Disability
” shall be determined, for all purposes under the Program, by reference to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).
|
(2)
|
Retirement and Termination with Consent
. Unless otherwise determined by the Committee, a prorated number of the Options scheduled to vest during the Vesting Year will vest, based upon the number of complete months worked during the Vesting Year in which the Participant’s termination of employment occurs by reason of Retirement or Termination with Consent. The prorated award will be calculated upon such termination and will vest at the next vesting date or, if earlier, immediately upon the Participant’s death. The remaining unvested Option grants are forfeited immediately upon termination. Vested options remain exercisable for three years following such termination or, if less, until the original expiration date.
|
(a)
|
Example: If the 1/3 ratable vesting for Vesting Year 3 is 1000 shares for Award 1, 1000 shares for Award 2, and 1000 shares for Award 3 and if the Participant terminates employment by reason of Retirement
|
(b)
|
“
Retirement
” shall mean, for all purposes under the Program, the applicable Participant’s termination of employment after having satisfied the age, service and/or other requirements necessary to commence an immediate pension under either: (i) the applicable defined benefit pension plan for the Participant’s home country, regardless of whether the Participant is a participant in such pension plan, or (ii) in the case of a home country for which there is no applicable defined benefit plan, the applicable local law or regulation;
provided, however
, such term does not include, unless the Committee consents with knowledge of the specific facts, retirement under circumstances in which the Participant accepts employment with a company that owns, or is owned by, a business that competes with the Corporation, or its Subsidiaries or affiliates. Further, to the extent necessary under applicable local law, Retirement may have such other meaning adopted by the Committee and set forth in the applicable Award Agreement.
|
(c)
|
“
Termination
” shall mean the applicable employee’s termination of employment other than by Retirement, death or Disability.
|
(d)
|
“
Termination with Consent
” shall mean Termination at any age with the consent of the Committee. Consent shall be deemed to be given if the employee incurs a break in continuous service (i) under circumstances which would qualify the Participant for benefits under a severance plan of the Corporation, or (ii) due to a Disability.
|
(e)
|
“
Termination without Consent
” shall mean Termination at any age without the consent of the Committee.
|
(3)
|
Termination without Consent and Termination for Cause
. Unless otherwise determined by the Committee, vested and unvested Options are forfeited if termination of employment is due to Termination for Cause. In the case of Termination without Consent, unvested options are forfeited, but vested options remain exercisable for ninety (90) days following the date of Termination without Consent, or, if less, until the original expiration date.
|
(4)
|
Termination in connection with a Change of Control
. Notwithstanding the foregoing provisions of these Procedures, if a Change of Control Termination occurs within two years following a Change of Control, then no Options shall
|
F.
|
Adjustment upon Change of Control
. The Adjustment provisions of Section 8.01 of the LTI Plan shall apply in the event of any Change of Control, such that the Options shall continue in adjusted and/or substituted form following the Change of Control.
|
5.
|
Restricted Stock
.
|
A.
|
Restricted Stock Grants
. The Committee may grant Restricted Stock to Participants. A Participant must endorse in blank and return to the Corporation a stock power for each Restricted Stock grant.
|
B.
|
Restrictions
. During the restriction period a Participant may not sell, transfer, assign, pledge or otherwise encumber or dispose of Shares of the Restricted Stock. During the restriction period a Participant shall have all rights and privileges of a stockholder, including the right to vote the Shares and to receive dividends, except as noted in the preceding sentence and except that any dividends payable in stock shall be subject to the restrictions. At the expiration of the restriction period, a stock certificate free of all restrictions for the number of Shares of Restricted Stock vested shall be registered in the name of, and delivered to, the Participant or, subject to the termination provisions below, to the Participant’s estate.
|
C.
|
Vesting
. The Committee shall determine the restriction period, provided that (i) Restricted Stock grants which are time-based shall vest ratably over a period of not less than three years (1/3 on each of the first, second and third grant date anniversaries), each such year to be considered a “Vesting Year” and (ii) Restricted Stock grants which are performance-based shall vest over a period of not less than one year.
|
D.
|
Termination of Employment
.
|
(1)
|
Death and Disability
. Unless otherwise determined by the Committee, all Shares of Restricted Stock vest immediately upon the Participant’s death during employment or termination of employment by reason of Disability.
|
(2)
|
Retirement and Termination with Consent
. Unless otherwise determined by the Committee, a prorated number of the shares of Restricted Stock scheduled to vest during the Vesting Year will vest, based upon the number of complete months worked during the Vesting Year in which the Participant’s termination of employment occurs by reason of Retirement or Termination with Consent. The prorated award will be calculated upon termination and will vest upon the date of termination. The remaining unvested shares are forfeited immediately upon termination.
|
(a)
|
Example: If the 1/3 ratable vesting for Vesting Year 3 is 1000 shares for Award 1, 1000 shares for Award 2, and 1000 shares for Award 3 and if the Participant terminates employment by reason of Retirement six months following the Award 3 grants, the Participant is entitled to vesting of 1/2 of all grants that would have vested at the end of the Vesting Year during which he or she retires (Vesting Year 3 in this example), or 1500 shares. This example focuses only on the shares that would vest during Vesting Year 3; however, another 3000 shares would have vested in the aggregate following Vesting Years 1 and 2, for a total of 4500 shares vesting under the Awards 1, 2 and 3. The 1500 shares would vest upon the date of termination.
|
(3)
|
Termination without Consent and Termination for Cause
. Unless otherwise determined by the Committee, unvested shares of Restricted Stock are forfeited if termination of employment is due to Termination without Consent or Termination for Cause.
|
E.
|
Change of Control
. Notwithstanding the foregoing provisions of these Procedures, if a Change of Control Termination occurs within two years following a Change of Control, then no shares of Restricted Stock shall have been, nor shall any shares of Restricted Stock be, forfeited upon such termination; rather, all shares of Restricted Stock shall vest immediately upon the occurrence of the Change of Control Termination.
|
6.
|
Restricted Stock Units
.
|
A.
|
Restricted Stock Unit Grants
. The Committee may grant Restricted Stock Units to Participants.
|
B.
|
Restrictions
. During the restriction period a Participant may not sell, transfer, assign, pledge or otherwise encumber or dispose of the Restricted Stock Units. During the restriction period a Participant shall have none of the rights and privileges of a stockholder, however, the Participant may be entitled to receive a payment (in cash or Shares) or credit equal to the cash dividends paid on one Share for each Share represented by a Restricted Stock Unit held by such Participant (a “dividend equivalent”); provided, however, the dividend equivalents shall not be paid to, or vested in, the Participant unless and to the extent the underlying Restricted Stock Units are vested. Any dividend equivalent paid in Shares shall be paid in the form of additional whole and/or fractional Restricted Stock Units, subject to the same restrictions and vesting conditions as the underlying Restricted Stock Units and settled in the same manner. At the expiration of the restriction period, and in no event later than 2 1/2 months following the end of the calendar year in which vesting occurs, the number of Shares equivalent to the number of vested Restricted Stock Units (including any dividend equivalents, in the case of dividend equivalents paid in Shares) shall be delivered to the Participant or, subject to the termination provisions below, to the Participant’s estate. In the case of dividend equivalents paid in cash, a cash payment will be made at the end of the restriction period equal to the dividends paid on a number of Shares equivalent to the number of vested Restricted Stock Units.
|
C.
|
Vesting
. The Committee shall determine the restriction period, provided that (i) Restricted Stock Unit grants which are time-based shall vest ratably over a period of not less than three years (1/3 on each of the first, second and third grant date anniversaries), each such year to be considered a “Vesting Year” and (ii) Restricted Stock Unit grants which are performance-based shall vest over a period of not less than one year.
|
D.
|
Termination of Employment
.
|
(1)
|
Death and Disability
. Unless otherwise determined by the Committee, all Restricted Stock Units vest immediately upon the Participant’s death during employment or termination of employment by reason of Disability.
|
(2)
|
Retirement and Termination with Consent
. Unless otherwise determined by the Committee, a prorated number of the Restricted Stock Units scheduled to vest during the Vesting Year will vest, based upon the number of complete months worked during the Vesting Year in which the Participant’s termination of employment occurs by reason of Retirement, or Termination with Consent, which is to be calculated upon termination and delivered, subject to the following, upon termination. In the case of any payment considered to be based upon separation from service, and not compensation the Participant could receive without separating from service, then such amounts may not be paid until the first business day of the seventh month following the date of Participant’s termination if Participant is a “specified employee” under Section 409A of the Code upon his separation from service. The remaining unvested shares are forfeited immediately upon termination.
|
(a)
|
Example: If the 1/3 ratable vesting for Vesting Year 3 is 1000 shares for Award 1, 1000 shares for Award 2, and 1000 shares for Award 3 and if the Participant terminates employment by reason of Retirement six months following the Award 3 grants, the Participant is entitled to vesting of 1/2 of all grants that would have vested at the end of the Vesting Year during which he or she retires (Vesting Year 3 in this example), or 1500 shares. This example focuses only on the shares that would vest during Vesting Year 3; however, another 3000 shares would have vested in the aggregate following Vesting Years 1 and 2, for a total of 4500 shares vesting under the Awards 1, 2 and 3. The 1500 shares would vest upon the date of termination.
|
(3)
|
Termination without Consent and Termination for Cause
. Unless otherwise determined by the Committee, unvested Restricted Stock Units are forfeited if termination of employment is due to Termination without Consent or Termination for Cause.
|
E.
|
Change of Control
. Notwithstanding the foregoing provisions of these Procedures, if a Change of Control Termination occurs within 24 months following a Change of Control, then no Restricted Stock Units shall have been, nor shall any Restricted Stock Units be, forfeited upon such termination; rather, all Restricted Stock Units shall vest immediately upon the occurrence of the Change of Control Termination.
|
A.
|
Performance Periods
. Each Performance Period will be three years in length. Each Performance Period will begin on the first day of the calendar year during which the Performance Period begins and shall end on the last day of the third calendar year succeeding the calendar year during which the Performance Period begins (the three year period is referred to herein as the “
Performance Period
”).
|
B.
|
Performance Award Grants
. At the beginning of each Performance Period, the Committee may grant Performance Awards to Participants for such Performance Period and shall identify for such grants the amount which may be earned based upon the level of achievement attained (the “
Target
” award, in the case of attainment of the target level of performance) for each Performance Goal.
|
C.
|
Performance Goal Establishment/Grant Mechanics
. The Committee shall establish and approve the Performance Goal and the relevant peer group (the “
Peer Group
”) for performance comparison purposes at the beginning of each Performance Period. Unless otherwise determined by the Committee at the beginning of the relevant Performance Period, the Performance Goal shall be based upon either the total shareholder return performance measure, with the Corporation’s total shareholder return compared to the total shareholder return of the Peer Group for the Performance Period, or return on capital employed, with the Corporation’s return on capital employed calculated on a weighted average basis for the Performance Period.
|
D.
|
Performance Vesting
.
|
(1)
|
Payout Calculation
. For Performance Awards based upon total shareholder return, payout shall be based upon the relative Annualized Total Shareholder Return (“
Annualized TSR
”), as approved by the Committee within the first 90 days of the Performance Period, which will be based upon the Corporation’s calculated Annualized TSR compared to the statistical Annualized TSR for the Peer Group (“Comparative TSR”) using the whole company ranking method (
i.e
., including the Corporation within the array of companies for which TSR is compared).
|
(a)
|
Interpolation will be used to determine actual awards for performance that correlates to an award between Minimum and Target or Target and Maximum Award levels.
|
(b)
|
In calculating the number of shares to be awarded, the Corporation’s relative TSR percentile shall be rounded to the nearest hundredth of a percentile, rounding up if the thousandth’s place is 5 or more and truncating if the thousandth’s place is 4 or less. The related payout rate also shall be calculated to the nearest hundredth’s place using the same rounding procedure. Additionally, the calculated number of shares shall be rounded to the nearest whole share, rounding up if the fractional share is 5 tenths or more and truncating the fractional share if it is less than 5 tenths.
|
(2)
|
Annualized TSR
.
|
(a)
|
Annualized TSR = ((Final Price + all dividends paid during the relevant Performance Period)/Initial Price)^(1/3)-1.
|
(b)
|
Initial Price = the Average Measurement Period Price for the 20 business days prior to the first business day of the calendar year of grant.
|
(c)
|
Final Price = the Average Measurement Period Price for the 20 business days ending on the last business day of the third calendar year succeeding the year of grant.
|
(d)
|
Average Measurement Period Price = the average of the closing stock price for each of the 20 days during a specified 20 business day period.
|
(e)
|
Stock prices may be determined using (a) any reputable online stock‑quote service, such as Yahoo! Finance or Bloomberg, or (b) the financial pages of
The Wall Street Journal
.
|
(3)
|
Peer Group Adjustments
. At the commencement of the Performance Period, the Committee may determine that specific guidance be considered in connection with possible adjustments to the Peer Group, to include U. S. Steel should the circumstances arise, involved in the calculation of the Corporation’s comparative performance with respect to the Performance Goal during the Performance Period. Any such determination will be in addition to, or will amend if it conflicts with, the following guidelines, which will be used in connection with the calculation:
|
(a)
|
If a Peer Group Company becomes bankrupt, the bankrupt company will remain in the Peer Group positioned at one level below the lowest performing non-bankrupt Peer Group Company. In the case of multiple bankruptcies, the bankrupt companies will be positioned below the non-bankrupt companies in chronological order by bankruptcy date with the first to be bankrupt at the bottom.
|
(b)
|
If a Peer Group Company is acquired by another company or entity, including through a management buy-out or going-private transaction, the acquired Peer Group Company will be removed from the Peer Group for the entire Performance Period; provided that if the acquired company became bankrupt prior to its acquisition it shall be treated as provided in paragraph (a), above, or if it shall become delisted according to paragraph (e), below, prior to its acquisition it shall be treated as provided in paragraph (e).
|
(c)
|
If a Peer Group Company sells, spins-off, or disposes of a portion of its business, the selling Peer Group Company will remain in the Peer Group for the Performance Period unless such disposition(s) results in the disposition of more than 50% of the company’s total assets during the Performance Period.
|
(d)
|
If a Peer Group Company acquires another company, the acquiring Peer Group Company will remain in the Peer Group for the Performance Period.
|
(e)
|
If a Peer Group Company is delisted from either the New York Stock Exchange (NYSE) or the National Association of Securities Dealers
|
(f)
|
If the Corporation’s and/or any Peer Group Company’s stock splits, such company’s TSR performance will be adjusted for the stock split so as not to give an advantage or disadvantage to such company by comparison to the other companies, using the principles set forth in Section 8 of the LTI Plan.
|
(4)
|
Payout Calculation
. For Performance Awards based upon a return on capital employed, payout shall be based upon a weighted average Return on Capital Employed (“
ROCE
”), as approved by the Committee within the first 90 days of the Performance Period, over the Performance Period.
|
(a)
|
Interpolation will be used to determine actual awards for performance that correlates to an award between Minimum and Target or Target and Maximum Award levels.
|
(b)
|
In calculating the dollar value to be awarded, the Corporation’s annual ROCE for each year of the Performance Period shall be rounded to the nearest decimal place consistent with the number of decimal places approved by the Committee at the time it set the relevant target, rounding up in the case of 5 or more and rounding down in the case of 4 or less. The related payout rate also shall be calculated to the nearest hundredth place using the same rounding procedure. Additionally, the dollar value awarded shall be rounded to the nearest whole dollar.
|
(5)
|
Return on Capital Employed (ROCE)
. ROCE shall mean, using a weighted average based on each calendar year of the Performance Period, earnings (or losses) before interest and taxes (EBIT), (also known as “income or loss”) from consolidated worldwide operations (including minority interests), divided by consolidated worldwide capital employed (including minority interests) expressed as a percentage.
|
(6)
|
Adjustments to Return on Capital Employed
. For purposes of calculating ROCE for a calendar year within the Performance Period, the following principles shall apply: that if income or loss related to an asset is included in the numerator for any portion of the calendar year within the Performance Period that the related asset’s capital employed shall be included in the denominator for the same portion of the calendar year within the Performance Period (and vice versa) and, similarly, if income or loss related to an asset is excluded from the numerator for any portion of the calendar year within the Performance Period that the related asset’s capital employed shall be excluded from the denominator for the same portion of the calendar year within the Performance Period (and vice versa).
|
(a)
|
exclude the gain or loss related to a business disposition or divestiture (whether or not completed during the Performance Period) and all amounts related to a permanent facility shutdown/closure;
|
(b)
|
exclude the gain or loss related to an asset sale not made in the ordinary course of business;
|
(c)
|
exclude all amounts related to long-lived asset impairments;
|
(d)
|
exclude all amounts related to an acquisition or startup (defined as the startup of a previously closed facility or the startup of a new facility);
|
(e)
|
exclude all amounts related to workforce reductions and other restructuring charges;
|
(f)
|
except for retiree benefits, exclude amounts not allocated to segments; and
|
(g)
|
exclude all amounts related to changes in accounting standards and changes in law that affect reported results;
|
(E)
|
Payout Timing
. Award payout will follow the end of the Performance Period (and in no event later than 2½ months following the end of the calendar year in which the Performance Period ends, as provided in the Plans) and the Committee’s written certification of achievement of Performance Goals, payable in the form of shares or cash. In the case of any payment considered to be based upon separation from service, and not compensation the Participant could receive without separating from service, then such amounts may not be paid until the first business day of the seventh month following the date of Participant’s termination if Participant is a “specified employee” under Section 409A of the Code upon his separation from service.
|
(F)
|
Discretion
. Notwithstanding any language to the contrary in outstanding or future grant forms, or in the LTI Plan or the AICP, the Committee retains no discretion to reduce any Performance Award to an amount below the amount that would be payable as a result of performance measured against the Performance Goals.
|
(G)
|
Termination of Employment
.
|
(1)
|
Death and Disability
. Unless otherwise determined by the Committee, a prorated value of the Performance Award will vest based upon the date of death during employment or termination of employment by reason of Disability during the Performance Period in accordance with the following schedule, to be calculated and delivered at the end of the relevant Performance Period, provided that the relevant performance goals are achieved.
|
Date of Death or Termination for Disability
|
% Vested
|
Prior to ⅓ completion of Performance Period
|
0%
|
On or after ⅓ and before ⅔ completion of Performance Period
|
50%
|
On or after ⅔ completion of Performance Period
|
100%
|
(2)
|
Retirement and Termination with Consent
. Unless otherwise determined by the Committee, a prorated value of the Performance Award will vest based
|
(a)
|
Example: If the Target number of Shares is 1000 shares for Performance Period 1 Awards, 1000 shares for Performance Period 2 Awards, and 1000 shares for Performance Period 3 Awards and if the Participant terminates employment by reason of Retirement six months following the first day of Performance Period 3, the Participant is entitled to vesting of 5/6’s of the Performance Period 1 awards, ½ of the Performance Period 2 awards, and 1/6 of the Performance Period 3 awards (or 1500 shares), subject to the Committee’s determination of the payout basis for each Performance Period. That is, the above example assumes that the Committee had determined the Performance Goals had been met at least to the 100% of Target level and that the payout basis was 100% of Target for each period.
|
(3)
|
Termination without Consent and Termination for Cause
. Unless otherwise determined by the Committee, Performance Awards will be forfeited immediately if a Participant’s termination of employment is due to Termination without Consent or Termination for Cause.
|
(H)
|
Change of Control
. Notwithstanding the foregoing provisions of the Procedures, if a Change of Control occurs, (i) the Performance Period shall automatically end, (ii) the actual performance level for the abbreviated Performance Period shall be measured against the established Performance Goals, the performance criteria shall be deemed satisfied only to the extent that actual performance was achieved (the result is the “Achieved Performance Award”), and the balance of the Performance Award, if any, shall be forfeited, and (iii) the Achieved Performance Award shall remain subject to forfeiture until the third anniversary of the date of grant of the Performance Award if the Participant terminates employment after the Change of Control but before the third anniversary of the date of grant; provided, however, that (i) if a Change of Control Termination occurs within two years following a Change of Control, then the Achieved Performance Award shall not be forfeited upon such termination; rather, the Achieved Performance Award shall vest immediately upon the Change of Control Termination, (ii) if a Termination by reason of death or Disability occurs, then the Achieved Performance Award shall not be forfeited upon such death or Disability; rather, the Performance Award shall vest immediately upon the Participant’s death during employment or termination of employment by reason of Disability; and (iii) if a Termination by reason of Retirement or Termination with Consent occurs, then a prorated portion of the Achieved Performance Award will vest, based upon the
|
(1)
|
Abbreviated Performance
. In the event of a Change of Control:
|
(i)
|
the final price for purposes of determining the Annualized TSR shall be determined based on the closing price of the business day immediately preceding the closing date of the Change of Control; and
|
(ii)
|
the ROCE for the year in which the Change of Control occurs shall be determined as the combination of the ROCE (x) actually achieved through the business day immediately preceding the closing date of the Change of Control and (y) measured at target for the period from the Change of Control through the end of the year in which the Change of Control occurs (applying the target ROCE for the year pro-rata over the number of whole and partial months remaining in the year).
|
(2)
|
Original Performance Period
. In the event of a Change of Control, the original Performance Period shall be deemed to end on the third anniversary of the date of grant of the Performance Award.
|
8.
|
Forfeiture and Repayment
. The Committee may determine that any Award under this Program shall be forfeited and/or any value received from the Award shall be repaid to the Corporation pursuant to any recoupment policies, rules or regulations in effect at the time the Award is granted.
|
1.
|
Administration
. The Compensation & Organization Committee (the “Committee”) shall administer the Annual Incentive Compensation Program (the “Program”) under and pursuant to the authority provided in the Board of Directors’ April 27, 2010 delegation to the Committee and Section 3 of the United States Steel Corporation 2010 Annual Incentive Compensation Plan (the “Plan”).
|
A.
|
Definitions
. Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Plan.
|
2.
|
Participation/Eligibility
. All management employees of the Corporation, its Subsidiaries and affiliates are eligible to participate in the Program upon designation by the Committee, in the case of Covered Employees, or, in the case of other management employees, upon designation by the Chief Executive Officer.
|
A.
|
Executive Management
. All Executive Management employees (defined as those employees whose compensation is approved or reviewed by the Committee) of U. S. Steel, its subsidiaries and affiliates designated via written notice as participants are eligible to participate (“Eligible Employees” or “Participants”).
|
B.
|
New Participants
. A Participant who was not a Participant on the first day of the Performance Period may, subject to the Committee’s discretion, become a Participant during the Performance Period, participating on a pro rata basis for the remaining portion of the period in which such Participant first becomes eligible to participate, but shall be ineligible to participate in this Program for any portion of a year during which the Participant participates in any other cash incentive or bonus plan or program;
provided
, however, that a Covered Employee (as defined in Section 162(m) of the Internal Revenue Code) may so participate only if he or she becomes a Participant effective not later than 90 days after the beginning of the Performance Period.
|
C.
|
Rights
. No Participant or other employee shall have any claim to be granted an Award under the Program, and nothing contained in the Program or any Award Agreement shall confer upon any Participant any right to continue in the employ of the Corporation, its Subsidiaries or affiliates or interfere in any way with the right of the Corporation, its Subsidiaries or affiliates to terminate a Participant's employment at any time.
|
3.
|
Performance Period
.
|
A.
|
Calendar year
. Unless otherwise determined by the Committee at the commencement of each Performance Period, each such Performance Period shall be a calendar year.
|
4.
|
Award Pool
.
|
A.
|
Amount of the Award Pool
. The amount of the award pool (the “Award Pool”) shall be established by the Committee during the first 90 days of the Performance Period, and
|
B.
|
Funding the Pool
. The funding of the Award Pool will be dependent on the achievement of the Threshold Corporation Performance Goal, which shall also be established by the Committee during the first 90 days of the Performance Period. Unless otherwise determined by the Committee, the Threshold Corporation Performance Goal shall be based on total revenue, which is a permitted performance measure pursuant to Section 5.03(a) of the Plan. If the Threshold Corporation Performance Goal is achieved, the Award Pool will be funded at the level established by the Committee with respect to the degree of attainment of the Threshold Performance Goal. Should the Company fail to meet the Threshold Corporation Performance Goal, the Total Award Pool shall not be funded and no awards shall be made under the Plan for the Performance Period.
|
C.
|
Threshold Corporation Performance Goal
. The Threshold Corporation Performance Goal for the Performance Period shall be the target assigned to one or more Performance Goals, which shall be set by the Committee during the first 90 days of the Performance Period. Unless otherwise determined by the Committee at the beginning of the relevant Performance Period, the Threshold Corporation Performance Goal will be the following objective measure:
|
(1)
|
Total Revenue
. Total Revenue shall mean the total amount of Net Sales as reported on the consolidated statements of operations of United States Steel Corporation, including net sales to related parties. It is intended that the target for this measure and its related performance calculation be consistent with the target and performance calculations for the Segment Income, Total Income, and Cash Flow, including the Business Plan Target Segment Income, Business Plan Total Income, and Business Plan Cash Flow, such that, to the extent an asset is excluded for any reason from the target calculation for Business Plan Target Segment Income, Business Plan Total Income, and Business Plan Cash Flow, the corresponding net sales, if any, are to be excluded from the Net Sales target and performance calculations, and, if an asset is included in the target calculation for the Business Plan Target Segment Income, Business Plan Total Income, and Business Plan Cash Flow, the corresponding net sales, if any, are to be included in the Net Sales target and performance calculations.
|
(2)
|
Adjustments
. Subject to the foregoing, the Committee may determine that changes in accounting standards or extraordinary items (as determined by the
|
5.
|
Incentive Award Determination . |
A.
|
Incentive Award Goals
. The Committee will use negative discretion pursuant to Section 5.05 of the Plan to reduce the amount of the Individual Maximum Award payable based on the achievement of one or more Incentive Award Goals, which will be used in the Incentive Award Calculation Formula. Unless otherwise determined by the Committee, the Incentive Award Goals shall be the following objective measures:
|
(1)
|
Segment Income and Total Income
. Segment Income shall mean, for the Performance Period, income from operations (including minority interests) for each business unit (reportable segments and other businesses). Total Income shall mean, for the Performance Period, total consolidated income from operations (including minority interests).
|
(2)
|
Cash Flow
. Cash Flow shall mean, for the Performance Period, earnings before interest, taxes, depreciation, depletion, and amortization (EBITDA) for consolidated worldwide operations (including minority interests), plus or minus changes in current receivables, inventories, and current accounts payable and accrued expenses, less consolidated worldwide capital expenditures.
|
(a)
|
EBITDA for consolidated worldwide operations (including minority interests) shall mean income from operations as reported in the consolidated statements of operations of United States Steel Corporation, plus or minus the effect of items not allocated to segments (excluding postretirement benefit expenses) as disclosed in the notes to the consolidated financial statements of United States Steel Corporation, plus depreciation, depletion and amortization as reported in the consolidated statements of cash flows of United States Steel Corporation.
|
(b)
|
Changes in current receivables, inventories, and current accounts payable and accrued expenses shall mean those amounts reported on the consolidated statements of cash flows of United States Steel Corporation.
|
(c)
|
Consolidated worldwide capital expenditures shall mean capital expenditures as reported on the consolidated statements of cash flows of United States Steel Corporation.
|
(3)
|
Safety Performance
. Safety Performance, for target and actual performance purposes, shall mean the number of serious injury cases and work-related fatalities occurring during the Performance Period involving the represented and
|
B.
|
Adjustments
. The Committee may make adjustments to the Incentive Award Goal calculations as determined by the Committee in its discretion.
|
C.
|
Setting of Individual Incentive Targets and Payout Scales
.
|
(1)
|
The Individual Incentive Target, defined as a percentage of base salary (expressed for the Participant, grade level and/or position), and the Payout Scales for all levels of performance goals shall be set by the Committee.
|
(2)
|
The Individual Incentive Target shall be calculated by multiplying the designated target percentage by the actual base salary earned by the Participant during the relevant portions of the Performance Period.
|
(3)
|
The Payout Scale applied to all performance goals based on the actual performance achieved will determine the payout percent applied in the Incentive Award Calculation Formula under section 6, subject to negative adjustment by the Committee and the Individual Maximum Award for the Performance Period.
|
D.
|
Assignment of Segment Income Performance Goal to Participants
. The Committee shall assign to each Participant a Segment Income performance goal representing the reportable segment’s performance for which the Participant is responsible for driving. Participants who are “corporate staff” executives responsible for multiple segments shall be assigned a Weighted Segment Income performance goal, which shall be determined by the Committee and reflect a relative weighting of the segments for which the Participant is responsible. Certain Participants (i.e. the Chief Executive Officer) may be assigned a Total Income performance goal.
|
E.
|
Individual Performance
. Individual Performance relative to individual performance goals as specified in the Participant’s goal plan for the Performance Period will be assessed for each Participant by the Chief Executive Officer with input from the Participant’s direct manager following the end of the Performance Period. The Chief Executive Officer’s Individual Performance will be assessed by the Committee with input from the full Board of Directors. The Individual Performance assessment will impact the Participant’s calculated award as set forth under the Incentive Award Calculation Formula, however, the assessment of Individual Performance does not preclude the Committee from exercising downward discretion and/or determining that no award should be paid to a Participant for a Performance Period.
|
6.
|
Incentive Award Calculation Formula
.
|
A.
|
Relative weighting
. Unless otherwise determined by the Committee when establishing the Incentive Award Goals, the relative weighting assigned to each of the performance measures shall be as follows:
|
(1)
|
Segment Income/Total Income
. Segment Income/Total Income shall be weighted at 60% of the Total Corporate Payout Percent.
|
(2)
|
Cash Flow
. Cash Flow shall be weighted at 40% of the Total Corporate Payout Percent.
|
(3)
|
Individual Performance
. Individual Performance shall be applied as a modifier to the Total Corporate Payout Percent, which is the sum of the weighted Segment Income/Total Income and Cash Flow payout percentages. The assessment of Individual Performance shall be quantified as a percentage between 50% (representing individual performance at a level of “needs improvement”) and 130% (representing individual performance at a level of “far exceeds expectations”), with 100% representing a level of “meets expectations”.
|
(4)
|
Safety Performance
. Safety Performance shall add 5% of the Individual Incentive Target value if the Safety goal is met. If the Safety goal is not met, there shall be no impact to the award calculation.
|
B.
|
Calculated award
. The calculated award for each Participant shall be determined by adding the product of the Individual Incentive Target and the Total Corporate Payout Percent, modified for Individual Performance, to the product of the Individual Incentive Target and the Safety payout percent, as illustrated below:
|
C.
|
Maximum award level
. The maximum award level shall be 233% of the Individual Incentive Target value with achievement of the highest level of performance for the Segment Income, Total Income, Cash Flow, Individual Performance, and Safety Goals, further subject to the individual per‑employee maximum set forth in the Plan.
|
7.
|
Payout Mechanics
.
|
A.
|
Payout determination
.
|
(1)
|
Evaluation
. The Committee shall determine and certify in writing the extent to which the Threshold Corporation Performance Goal for the Performance Period was satisfied following the end of the relevant Performance Period and if satisfied, determine through the exercise of negative discretion the amount of the Incentive Award payable to each Participant.
|
(2)
|
Calculation
.
|
(a)
|
Rounding Performance Calculations
. The calculation of actual performance for each performance measure in the Incentive Award Formula shall be rounded to the nearest decimal place consistent with the
|
(b)
|
Interpolation
. Interpolation will be used to determine an Incentive Award for performance that correlates to performance between the pre-determined Segment Income, Total Income and Cash Flow Performance Goals. The interpolated payout percentages for Segment Income, Total Income and Cash Flow shall be rounded independently to the nearest whole percentage point, rounding up in the case of 5 or more and rounding down in the case of 4 or less.
|
(c)
|
Maximum award
. No one Participant may receive more than $7 million in Incentive Awards for any one calendar year, as provided in the Plan.
|
B.
|
Form of Payout
.
|
(1)
|
Cash and/or Common Stock
. The Committee may determine to pay the awards in the form of cash or common stock, or any combination thereof, which determination may be made on a non-uniform basis among Participants.
|
(2)
|
Common Stock Awards
. The determination to pay awards in the form of common stock shall be a determination to satisfy the award through shares available under the 2005 Stock Incentive Plan (or any successor plan thereto), subject to the terms and conditions of such plan, and
provided
that the performance period under this Program shall also count toward any minimum performance period required for an unrestricted grant of shares under such plan.
|
(3)
|
Award Unit Determination Procedure
. If the Committee determines to pay all or a portion of an award in the form of common stock, the value of such award, or portion thereof, under this Program shall be converted into a number of shares of common stock by dividing (i) the value of such award, or portion thereof, by (ii) the Common Stock Unit Value, which is to be determined as follows:
|
(a)
|
Common Stock Unit Value
. The Common Stock Unit Value shall be equal to the Fair Market Value (as defined in the 2005 Stock Incentive Plan, or any successor plan thereto) of a share of common stock on the date of award (Date of Award). The Date of Award shall be established prospectively by the Committee at the time it determines the award, with the goal of setting the date close in proximity to the related payroll processing date for awards under the Plan. Unless otherwise established by the Committee, the Date of Award shall be the day prior to the date the Corporation files its report on Form 10-K with the Securities and Exchange Commission for the period ending on the last date of the relevant Performance Period.
|
(4)
|
Netting of Common Stock Shares
. To the extent permitted under the 2005 Stock Incentive Plan and unless otherwise determined by the Committee or an election with respect to a different medium of payment is offered to and elected by a Participant in accordance with procedures approved by the Company, the shares of common stock delivered in connection with any common stock award under this Program shall be net of any tax withholding obligation.
|
8.
|
Timing of Payments
. Unless otherwise determined by the Committee in its discretion, payment of Annual Incentive Compensation, if any, under this Program with respect to any Performance Period will be paid following the Committee’s determination of such Incentive Award and following the date the Corporation files its report on Form 10-K with the Securities and Exchange Commission for the period ending on the last date of relevant Performance Period;
provided
, however, the payment of any such award shall be paid on or before March 15 of the year following the end of the relevant calendar year Performance Period and as provided in Section 6 of the Plan.
|
9.
|
Termination of Employment
. The following provisions apply in the case of a Participant’s termination of employment during the Performance Period:
|
A.
|
Retirement, Death, or Disability
. Following a Participant’s Retirement, Death or Disability, a prorated value of such Participant’s Award may be awarded by the Committee based upon the base salary earned during the Performance Period;
provided
that (i) such Award is calculated and delivered following the relevant Performance Period in accordance with the terms of the Plan, (ii) the relevant Threshold Corporation Performance Goal and other performance goals are achieved, (iii) the Participant is employed for a minimum period of time determined by the Committee and (iv) the Committee retains its negative discretion with respect to such awards.
|
(1)
|
Retirement
. Retirement shall mean, for all purposes under the Program, the applicable Participant’s termination of employment that constitutes a separation from service under Section 409A of the Code after having satisfied the age, service and/or other requirements necessary to commence an immediate pension under either: (i) the applicable defined benefit pension plan for the Participant’s home country, regardless of whether the Participant is a participant in such pension plan, or (ii) in the case of a home country for which there is no applicable defined benefit plan, the applicable local law or regulation;
provided
, however, such term does not include, unless the Committee consents with knowledge of the specific facts, retirement under circumstances in which the Participant accepts employment with a company that owns, or is owned by, a business that competes with the Corporation, or its Subsidiaries or affiliates. Further, to the extent necessary under applicable local law, Retirement may have such other meaning adopted by the Committee and set forth in the applicable Award notice.
|
B.
|
Resignation, Early Retirement and Other Termination
. Following a Participant’s Resignation, Early Retirement or other termination, all pending Incentive Awards are forfeited.
|
(1)
|
Early Retirement
. Early Retirement shall mean a retirement other than a Retirement.
|
10.
|
Forfeiture and Repayment
. The Committee may determine that an Incentive Award shall be forfeited and/or any value received from the Incentive Award shall be repaid to the Corporation pursuant to any recoupment policies, rules or regulations in effect at the time of the Incentive Award.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of United States Steel Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
April 29, 2015
|
|
/s/ Mario Longhi
|
|
|
Mario Longhi
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of United States Steel Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
April 29, 2015
|
|
/s/ David B. Burritt
|
|
|
David B. Burritt
|
|
|
Executive Vice President
|
|
|
and Chief Financial Officer
|
(1)
|
The Quarterly Report on Form 10-Q of United States Steel Corporation for the period ending
March 31, 2015
, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the foregoing report fairly presents, in all material respects, the financial condition and results of operations of United States Steel Corporation.
|
/s/ Mario Longhi
|
Mario Longhi
|
President and Chief Executive Officer
|
(1)
|
The Quarterly Report on Form 10-Q of United States Steel Corporation for the period ending
March 31, 2015
, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the foregoing report fairly presents, in all material respects, the financial condition and results of operations of United States Steel Corporation.
|
/s/ David B. Burritt
|
David B. Burritt
|
Executive Vice President
|
and Chief Financial Officer
|
Mine (Federal Mine Safety and
Health Administration (MSHA) ID)
|
Total # of
Significant &
Substantial
violations
under
§104(a)
(a)
|
|
Total # of
orders
under
§104(b)
(a)
|
|
Total # of
unwarrantable
failure
citations and
orders under
§104(d) (a) |
|
Total # of
violations
under
§110(b)(2)
(a)
|
|
Total # of
orders
under
§107(a)
(a)
|
|
Total dollar
value of
proposed
assessments
from
MSHA
|
|
Total # of
mining
related
fatalities
|
|
Received
Notice of
Pattern of
Violations
under
§104(e)
(a)
(yes/no)?
|
|
Received Notice
of Potential to
have Pattern
under
§104(e)
(a)
(yes/no)?
|
|
Total # of Legal
Actions Pending
with the Mine
Safety and
Health Review
Commission as
of Last Day of
Period (b) |
|
Legal
Actions
Initiated
During
Period
|
|
Legal
Actions
Resolved
During
Period
|
|
Mt. Iron
(2100820, 2100282)
|
32
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$26,618
|
|
—
|
|
no
|
|
no
|
|
76
|
|
1
|
|
—
|
Keewatin
(2103352)
|
21
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$14,940
|
|
—
|
|
no
|
|
no
|
|
28
|
|
—
|
|
—
|
(a)
|
References to Section numbers are to sections of the Federal Mine Safety and Health Act of 1977.
|
(b)
|
Includes all legal actions pending before the Federal Mine Safety and Health Review Commission, together with the Administrative Law Judges thereof, for each of our iron ore operations. These actions may have been initiated in prior quarters. All of the legal actions were initiated by us to contest citations, orders or proposed assessments issued by the Federal Mine Safety and Health administration, and if we are successful, may result in the reduction or dismissal of those citations, orders or assessments. As of the last day of the period, all 104 legal actions were to contest citations and proposed assessments.
|