Delaware
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25-1897152
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Name of Exchange on which Registered
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United States Steel Corporation
Common Stock, par value $1.00
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New York Stock Exchange, Chicago Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
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Non-accelerated filer
(Do not check if a smaller reporting company)
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Smaller reporting company
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Item 1.
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Item 1A
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Item 1B
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A
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Item 8.
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Item 9.
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Item 9A
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Item 9B
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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TOTAL NUMBER OF PAGES
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108
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•
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The $815 million of Carnegie Way benefits realized in 2015 show that we continue to make significant progress toward our goal of achieving economic profit across the business cycle. Our progress is real and it is substantial, but our 2015 results show that it is not yet enough to fully overcome some of the worst market and business conditions we have seen.
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•
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Decrease in net sales in 2015 is primarily due to decreased shipment volumes and lower average realized prices as a result of challenging market conditions, including high import levels, much of which we believe are unfairly traded, which have served to reduce shipment volumes and drastically depress both spot and contract prices.
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•
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We reported positive adjusted EBITDA in 2015 under difficult market conditions and the lowest utilization of our steelmaking production facilities since 2009.
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•
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See reconciliation to EBIT, as reported, on page 17.
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•
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Our efforts towards achieving economic profit across the business cycle, guided by the Carnegie Way, continue, but in 2015, they were not enough to overcome some of the worst market and business conditions we have seen.
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•
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See reconciliation to net (loss) earnings attributable to United States Steel Corporation on page 15.
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•
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See reconciliation to diluted net loss per share on page 16.
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•
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Positive cash from operations due to efficient working capital management in 2015.
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•
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Maintaining strong cash and liquidity is a strategic priority.
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•
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Decrease in expense is primarily due to the natural maturation of the plans, partially offset by a lower discount rate and a lower expected return on asset assumption.
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•
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2016 Pension and OPEB expense is expected to be approximately $93 million.
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•
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For further details, see Note 17 to the Consolidated Financial Statements.
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•
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An increase in the discount rate lowered pension and OPEB obligations and was partially offset by a decrease in the fair value of plan assets.
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•
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As we maintain focus on strengthening the balance sheet, the unfunded status of our benefit plans is improving. This is partially attributable to the decision to freeze benefit accruals in the defined benefit pension plan and changes made to the OPEB plans.
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•
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For further details, see Note 17 to the Consolidated Financial Statements.
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RECONCILIATION OF ADJUSTED NET (LOSS) EARNINGS
(a)
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||||||||||||
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||||||
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Year Ended December 31,
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||||||||||
(Dollars in millions)
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2015
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2014
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2013
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|||||||
Reconciliation to net (loss) earnings attributable to United States Steel Corporation
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Adjusted net (loss) earnings attributable to United States Steel Corporation
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$
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(262
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)
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$
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676
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$
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(110
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)
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Losses associated with U. S. Steel Canada Inc.
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(266
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)
|
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(385
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)
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—
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|||
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Loss on shutdown of Fairfield Flat-Rolled operations
(b) (c)
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(53
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)
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—
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—
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|||
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Loss on shutdown of coke production facilities
(c)
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(65
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)
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—
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—
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|||
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Restructuring and other charges
(c) (d)
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(64
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)
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—
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(258
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)
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|||
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Granite City Works temporary idling charges
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(99
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)
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—
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—
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|||
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Postemployment benefit actuarial adjustment
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(26
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)
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—
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—
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|||
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Impairment of equity investment
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(18
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)
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—
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—
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|||
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Loss on retirement of senior convertible notes
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(36
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)
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—
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—
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Deferred tax asset valuation allowance
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(753
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)
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—
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—
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Impairment of carbon alloy facilities
(c)
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—
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(161
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)
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—
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Litigation reserves
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—
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(46
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)
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—
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Write-off of pre-engineering costs at Keetac
(c)
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—
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(30
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)
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—
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Loss on assets held for sale
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—
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(9
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)
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—
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Gain on sale of real estate assets
(e)
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—
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45
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—
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Curtailment gain
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—
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12
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—
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Impairment of goodwill
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—
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—
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(1,795
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)
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Repurchase premium charge
(f)
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—
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—
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(22
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)
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Environmental remediation charge
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—
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—
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(21
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)
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Write-off of equity investment
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—
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—
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(15
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)
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Tax benefits
(g)
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—
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—
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561
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Supplier contract dispute settlement
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—
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—
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15
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Total Adjustments
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(1,380
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)
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(574
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)
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(1,535
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)
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Net (loss) earnings attributable to United States Steel Corporation, as reported
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$
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(1,642
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)
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$
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102
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$
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(1,645
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)
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RECONCILIATION OF ADJUSTED NET (LOSS) EARNINGS PER SHARE
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||||||||||||
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Year Ended December 31,
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||||||||||
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2015
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2014
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2013
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||||||
Reconciliation to diluted net (loss) earnings per share
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|||||||
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Adjusted diluted net (loss) earnings per share
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$
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(1.79
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)
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$
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4.47
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$
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(0.76
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)
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Losses associated with U. S. Steel Canada Inc.
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(1.82
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)
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(2.52
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)
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—
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Loss on shutdown of Fairfield Flat-Rolled operations
(a) (b)
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(0.37
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)
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—
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—
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Loss on shutdown of coke production facilities
(b)
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(0.44
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)
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—
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—
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|||
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Restructuring and other charges
(b)(c)
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(0.44
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)
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—
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(1.79
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)
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|||
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Granite City Works temporary idling charges
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(0.68
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)
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—
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—
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|||
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Postemployment benefit actuarial adjustment
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(0.18
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)
|
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|
|||||
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Impairment of equity investment
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(0.12
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)
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—
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|
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—
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|
|||
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Loss on retirement of senior convertible notes
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(0.25
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)
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—
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|
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—
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|||
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Deferred tax asset valuation allowance
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(5.15
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)
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—
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—
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|||
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Impairment of carbon alloy facilities
(b)
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—
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(1.06
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)
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—
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|||
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Litigation reserves
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—
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(0.31
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)
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—
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|||
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Write-off of pre-engineering costs at Keetac
(b)
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—
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(0.21
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)
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—
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|||
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Loss on assets held for sale
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—
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(0.06
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)
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—
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|||
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Gain on sale of real estate assets
(d)
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—
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0.30
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—
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|
|||
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Curtailment gain
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—
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|
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0.08
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—
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|
|||
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Impairment of goodwill
|
—
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|
|
—
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(12.41
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)
|
|||
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Repurchase premium charge
(e)
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—
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|
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—
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|
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(0.15
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)
|
|||
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Environmental remediation charge
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—
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|
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—
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(0.14
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)
|
|||
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Write-off of equity investment
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—
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—
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(0.10
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)
|
|||
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Tax benefits
(f)
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—
|
|
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—
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3.88
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|
|||
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Supplier contract dispute settlement
|
—
|
|
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—
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0.10
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|
|||
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Total adjustments
|
(9.45
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)
|
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(3.78
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)
|
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(10.61
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)
|
|||
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Diluted net loss per share, as reported
|
$
|
(11.24
|
)
|
|
$
|
0.69
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|
|
$
|
(11.37
|
)
|
RECONCILIATION OF EBITDA AND ADJUSTED EBITDA
|
||||||||||||
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
|||||||
Reconciliation to (loss) earnings before interest and income taxes (EBIT)
|
|
|
|
|
|
|||||||
|
Adjusted EBITDA
|
$
|
202
|
|
|
$
|
1,698
|
|
|
$
|
863
|
|
|
Losses associated with U. S. Steel Canada Inc.
|
(392
|
)
|
|
(416
|
)
|
|
—
|
|
|||
|
Loss on shutdown of Fairfield Flat-Rolled operations
(a) (b)
|
(91
|
)
|
|
—
|
|
|
—
|
|
|||
|
Loss on shutdown of coke production facilities
(b)
|
(153
|
)
|
|
—
|
|
|
—
|
|
|||
|
Restructuring and other charges
(b)(c)
|
(78
|
)
|
|
—
|
|
|
(248
|
)
|
|||
|
Granite City Works temporary idling charges
|
(99
|
)
|
|
—
|
|
|
—
|
|
|||
|
Postemployment benefit actuarial adjustment
|
(26
|
)
|
|
—
|
|
|
—
|
|
|||
|
Impairment of equity investment
|
(18
|
)
|
|
—
|
|
|
—
|
|
|||
|
Impairment of carbon alloy facilities
(b)
|
—
|
|
|
(195
|
)
|
|
—
|
|
|||
|
Litigation reserves
|
—
|
|
|
(70
|
)
|
|
—
|
|
|||
|
Write-off of pre-engineering costs at Keetac
(b)
|
—
|
|
|
(37
|
)
|
|
—
|
|
|||
|
Loss on assets held for sale
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||
|
Gain on sale of real estate assets
(d)
|
—
|
|
|
55
|
|
|
—
|
|
|||
|
Curtailment gain
|
—
|
|
|
19
|
|
|
—
|
|
|||
|
Impairment of goodwill
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|||
|
Environmental remediation charge
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||
|
Write-off of equity investment
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||
|
Supplier contract dispute settlement
|
—
|
|
|
—
|
|
|
23
|
|
|||
|
EBITDA
|
(655
|
)
|
|
1,040
|
|
|
(1,216
|
)
|
|||
|
Depreciation, depletion and amortization expense
|
(547
|
)
|
|
(627
|
)
|
|
(684
|
)
|
|||
|
EBIT, as reported
(e)
|
$
|
(1,202
|
)
|
|
$
|
413
|
|
|
$
|
(1,900
|
)
|
(Thousands of Tons)
|
|
Flat-Rolled
|
|
USSE
|
|
Tubular
|
|
Total
|
||||
Product—2015
|
|
|
|
|
|
|
|
|
||||
Hot-rolled Sheets
|
|
3,283
|
|
|
1,165
|
|
|
—
|
|
|
4,448
|
|
Cold-rolled Sheets
|
|
3,507
|
|
|
470
|
|
|
—
|
|
|
3,977
|
|
Coated Sheets
|
|
2,511
|
|
|
865
|
|
|
—
|
|
|
3,376
|
|
Tin Mill Products
|
|
927
|
|
|
428
|
|
|
—
|
|
|
1,355
|
|
Oil country tubular goods (OCTG)
|
|
—
|
|
|
—
|
|
|
345
|
|
|
345
|
|
Standard and line pipe
|
|
—
|
|
|
55
|
|
|
248
|
|
|
303
|
|
Semi-finished and Plates
|
|
47
|
|
|
1,374
|
|
|
—
|
|
|
1,421
|
|
Other
|
|
320
|
|
|
—
|
|
|
—
|
|
|
320
|
|
TOTAL
|
|
10,595
|
|
|
4,357
|
|
|
593
|
|
|
15,545
|
|
Memo: Intersegment Shipments from Flat-Rolled to Tubular
|
|
|
|
|
|
|
|
|
||||
Hot-rolled sheets
|
|
219
|
|
|
|
|
|
|
|
|||
Rounds
|
|
197
|
|
|
|
|
|
|
|
|||
Product—2014
|
|
|
|
|
|
|
|
|
||||
Hot-rolled Sheets
|
|
4,909
|
|
|
1,374
|
|
|
—
|
|
|
6,283
|
|
Cold-rolled Sheets
|
|
4,207
|
|
|
518
|
|
|
—
|
|
|
4,725
|
|
Coated Sheets
|
|
3,316
|
|
|
775
|
|
|
—
|
|
|
4,091
|
|
Tin Mill Products
|
|
1,180
|
|
|
411
|
|
|
—
|
|
|
1,591
|
|
Oil country tubular goods (OCTG)
|
|
—
|
|
|
—
|
|
|
1,308
|
|
|
1,308
|
|
Standard and line pipe
|
|
—
|
|
|
62
|
|
|
314
|
|
|
376
|
|
Semi-finished and Plates
|
|
165
|
|
|
1,039
|
|
|
—
|
|
|
1,204
|
|
Other
|
|
131
|
|
|
—
|
|
|
122
|
|
|
253
|
|
TOTAL
|
|
13,908
|
|
|
4,179
|
|
|
1,744
|
|
|
19,831
|
|
Memo: Intersegment Shipments from Flat-Rolled to Tubular
|
|
|
|
|
|
|
|
|
||||
Hot-rolled sheets
|
|
863
|
|
|
|
|
|
|
|
|||
Rounds
|
|
849
|
|
|
|
|
|
|
|
|||
Product—2013
|
|
|
|
|
|
|
|
|
||||
Hot-rolled Sheets
|
|
5,028
|
|
|
1,426
|
|
|
—
|
|
|
6,454
|
|
Cold-rolled Sheets
|
|
4,347
|
|
|
553
|
|
|
—
|
|
|
4,900
|
|
Coated Sheets
|
|
3,599
|
|
|
762
|
|
|
—
|
|
|
4,361
|
|
Tin Mill Products
|
|
1,204
|
|
|
385
|
|
|
—
|
|
|
1,589
|
|
Oil country tubular goods (OCTG)
|
|
—
|
|
|
—
|
|
|
1,370
|
|
|
1,370
|
|
Standard and line pipe
|
|
—
|
|
|
69
|
|
|
264
|
|
|
333
|
|
Semi-finished and Plates
|
|
466
|
|
|
805
|
|
|
—
|
|
|
1,271
|
|
Other
|
|
—
|
|
|
—
|
|
|
123
|
|
|
123
|
|
TOTAL
|
|
14,644
|
|
|
4,000
|
|
|
1,757
|
|
|
20,401
|
|
Memo: Intersegment Shipments from Flat-Rolled to Tubular
|
|
|
|
|
|
|
|
|
||||
Hot-rolled sheets
|
|
923
|
|
|
|
|
|
|
|
|||
Rounds
|
|
776
|
|
|
|
|
|
|
|
(Thousands of Tons)
|
|
Flat-Rolled
|
|
USSE
|
|
Tubular
|
|
Total
|
||||
Major Market – 2015
|
|
|
|
|
|
|
|
|
||||
Steel Service Centers
|
|
1,702
|
|
|
718
|
|
|
—
|
|
|
2,420
|
|
Further Conversion – Trade Customers
|
|
3,039
|
|
|
304
|
|
|
—
|
|
|
3,343
|
|
– Joint Ventures
|
|
1,254
|
|
|
—
|
|
|
—
|
|
|
1,254
|
|
Transportation (Including Automotive)
|
|
2,011
|
|
|
705
|
|
|
—
|
|
|
2,716
|
|
Construction and Construction Products
|
|
649
|
|
|
1,703
|
|
|
55
|
|
|
2,407
|
|
Containers
|
|
692
|
|
|
424
|
|
|
—
|
|
|
1,116
|
|
Appliances and Electrical Equipment
|
|
429
|
|
|
236
|
|
|
—
|
|
|
665
|
|
Oil, Gas and Petrochemicals
|
|
—
|
|
|
—
|
|
|
513
|
|
|
513
|
|
Exports from the United States
|
|
234
|
|
|
—
|
|
|
25
|
|
|
259
|
|
All Other
|
|
585
|
|
|
267
|
|
|
—
|
|
|
852
|
|
TOTAL
|
|
10,595
|
|
|
4,357
|
|
|
593
|
|
|
15,545
|
|
Major Market – 2014
|
|
|
|
|
|
|
|
|
||||
Steel Service Centers
|
|
2,578
|
|
|
682
|
|
|
—
|
|
|
3,260
|
|
Further Conversion – Trade Customers
|
|
4,013
|
|
|
299
|
|
|
—
|
|
|
4,312
|
|
– Joint Ventures
|
|
1,519
|
|
|
—
|
|
|
—
|
|
|
1,519
|
|
Transportation (Including Automotive)
|
|
2,445
|
|
|
674
|
|
|
—
|
|
|
3,119
|
|
Construction and Construction Products
|
|
775
|
|
|
1,584
|
|
|
122
|
|
|
2,481
|
|
Containers
|
|
1,287
|
|
|
403
|
|
|
—
|
|
|
1,690
|
|
Appliances and Electrical Equipment
|
|
616
|
|
|
267
|
|
|
—
|
|
|
883
|
|
Oil, Gas and Petrochemicals
|
|
—
|
|
|
3
|
|
|
1,545
|
|
|
1,548
|
|
Exports from the United States
|
|
263
|
|
|
—
|
|
|
77
|
|
|
340
|
|
All Other
|
|
412
|
|
|
267
|
|
|
—
|
|
|
679
|
|
TOTAL
|
|
13,908
|
|
|
4,179
|
|
|
1,744
|
|
|
19,831
|
|
Major Market – 2013
|
|
|
|
|
|
|
|
|
||||
Steel Service Centers
|
|
2,721
|
|
|
560
|
|
|
—
|
|
|
3,281
|
|
Further Conversion – Trade Customers
|
|
4,409
|
|
|
286
|
|
|
—
|
|
|
4,695
|
|
– Joint Ventures
|
|
1,664
|
|
|
—
|
|
|
—
|
|
|
1,664
|
|
Transportation (Including Automotive)
|
|
2,480
|
|
|
709
|
|
|
—
|
|
|
3,189
|
|
Construction and Construction Products
|
|
773
|
|
|
1,501
|
|
|
132
|
|
|
2,406
|
|
Containers
|
|
1,259
|
|
|
393
|
|
|
—
|
|
|
1,652
|
|
Appliances and Electrical Equipment
|
|
666
|
|
|
275
|
|
|
—
|
|
|
941
|
|
Oil, Gas and Petrochemicals
|
|
—
|
|
|
15
|
|
|
1,540
|
|
|
1,555
|
|
Exports from the United States
|
|
365
|
|
|
—
|
|
|
85
|
|
|
450
|
|
All Other
|
|
307
|
|
|
261
|
|
|
—
|
|
|
568
|
|
TOTAL
|
|
14,644
|
|
|
4,000
|
|
|
1,757
|
|
|
20,401
|
|
•
|
collaborate better with our customers to create and deliver smarter, more innovative relationships in order to be a more customer-centric global solutions provider;
|
•
|
provide focus to Carnegie Way projects within the operating units including reliability centered maintenance and quality, with a continued commitment to safety; and
|
•
|
continue earning the right to grow by creating clearer and more focused and effective accountability.
|
North American Operations
|
|
|
|
|
|
|
|
||
Property
|
|
Location
|
|
Products and Services
|
Gary Works
|
|
Gary, Indiana
|
|
Slabs; Sheets; Tin mill; Strip mill plate
|
Midwest Plant
|
|
Portage, Indiana
|
|
Sheets; Tin mill
|
East Chicago Tin
|
|
East Chicago, Indiana
|
|
Sheets; Tin mill
|
Great Lakes Works
|
|
Ecorse and River Rouge, Michigan
|
|
Slabs; Sheets
|
Double Eagle Steel Coating Company
|
|
Dearborn, Michigan
|
|
Galvanized sheets
|
Mon Valley Works
|
|
|
|
|
Irvin Plant
|
|
West Mifflin, Pennsylvania
|
|
Sheets
|
Edgar Thomson Plant
|
|
Braddock, Pennsylvania
|
|
Slabs
|
Fairless Plant
|
|
Fairless Hills, Pennsylvania
|
|
Galvanized sheets
|
Clairton Plant
|
|
Clairton, Pennsylvania
|
|
Coke
|
Granite City Works
(c)
|
|
Granite City, Illinois
|
|
Slabs; Sheets
|
Fairfield Works
|
|
Fairfield, Alabama
|
|
Galvanized Sheets; Seamless Tubular Pipe
|
USS-POSCO Industries
(a)
|
|
Pittsburg, California
|
|
Sheets; Tin mill
|
PRO-TEC Coating Company
(a)
|
|
Leipsic, Ohio
|
|
Galvanized and high strength annealed sheets
|
Double G Coatings Company, L.P.
(a)
|
|
Jackson, Mississippi
|
|
Galvanized and Galvalume
®
sheets
|
Worthington Specialty Processing
(a)
|
|
Jackson, Canton and Taylor, Michigan
|
|
Steel processing
|
Feralloy Processing Company
(a)
|
|
Portage, Indiana
|
|
Steel processing
|
Chrome Deposit Corporation
(a)
|
|
Various
|
|
Roll processing
|
Acero Prime, S.R.L. de C.V.
(a)
|
|
San Luis Potosi, Ramos Arizpe, and Toluca, Mexico
|
|
Steel processing; warehousing; logistical services
|
Lorain Tubular Operations
|
|
Lorain, Ohio
|
|
Seamless Tubular Pipe
|
Lone Star Tubular
|
|
Lone Star, Texas
|
|
Welded Tubular Pipe
|
Bellville Tubular Operations
(b)
|
|
Bellville, Texas
|
|
Welded Tubular Pipe
|
McKeesport Tubular Operations
(b)
|
|
McKeesport, Pennsylvania
|
|
Welded Tubular Pipe
|
Wheeling Machine Products
|
|
Pine Bluff, Arkansas and Hughes Springs, Texas
|
|
Tubular couplings
|
Tubular Processing
|
|
Houston, Texas
|
|
Tubular processing
|
Offshore Operations
|
|
Houston, Texas
|
|
Tubular threading, inspection, accessories and storage services
|
Patriot Premium Threading Services
(a)
|
|
Midland, Texas
|
|
Tubular threading, accessories and premium connections
|
Minntac Iron Ore Operations
|
|
Mt. Iron, Minnesota
|
|
Iron ore pellets
|
Keetac Iron Ore Operations
(c)
|
|
Keewatin, Minnesota
|
|
Iron ore pellets
|
(a)
|
Equity investee
|
(b)
|
Indefinitely Idled
|
(c)
|
Temporarily Idled
|
North American Operations (Continued)
|
|
|
||
|
|
|
||
Property
|
|
Location
|
|
Products and Services
|
Hibbing Taconite Company
(a)
|
|
Hibbing, Minnesota
|
|
Iron ore pellets
|
Tilden Mining Company
(a)
|
|
Ishpeming, Michigan
|
|
Iron ore pellets
|
Transtar
|
|
Alabama, Indiana, Michigan, Ohio, Pennsylvania, Texas
|
|
Railroad operations
|
Other Operations
|
||||
|
|
|
||
Property
|
|
Location
|
|
Products and Services
|
U. S. Steel Košice
|
|
Košice, Slovakia
|
|
Slabs; Sheets; Tin mill; Strip mill plate; Tubular; Coke; Radiators; Refractories
|
Apolo Tubulars S.A.
(a)
|
|
Lorena, Sao Paulo, Brazil
|
|
Welded Tubular
|
(a)
|
Equity Investee
|
Period ended
|
|
Opening
Number of Claims |
|
Claims
Dismissed, Settled and Resolved |
|
New
Claims |
|
Closing
Number of Claims |
December 31, 2013
|
|
3,330
|
|
250
|
|
240
|
|
3,320
|
December 31, 2014
|
|
3,320
|
|
190
|
|
325
|
|
3,455
|
December 31, 2015
|
|
3,455
|
|
415
|
|
275
|
|
3,315
|
Name
|
|
Age
|
|
Title
|
|
Executive Officer
Since
|
Larry T. Brockway
(a)
|
|
56
|
|
Senior Vice President - Finance, Chief Risk Officer & Treasurer
|
|
August 1, 2011
|
James E. Bruno
|
|
50
|
|
Senior Vice President - Automotive Solutions
(b)
|
|
December 1, 2014
|
Scott D. Buckiso
|
|
48
|
|
Vice President - European Solutions and President - USSK
(c)
|
|
May 31, 2015
|
David B. Burritt
|
|
60
|
|
Executive Vice President & Chief Financial Officer
|
|
September 1, 2013
|
Colleen M. Darragh
|
|
46
|
|
Vice President & Controller
|
|
July 1, 2014
|
Suzanne Rich Folsom
|
|
54
|
|
General Counsel, Chief Compliance Officer and Senior Vice President - Government Affairs
|
|
January 27, 2014
|
Sara A. Greenstein
|
|
41
|
|
Senior Vice President - Consumer Solutions
(b)
|
|
December 1, 2014
|
Mario Longhi
|
|
61
|
|
President and Chief Executive Officer
|
|
July 2, 2012
|
Douglas R. Matthews
|
|
50
|
|
Senior Vice President - Industrial, Service Center and Mining Solutions
(b)
|
|
July 2, 2012
|
David J. Rintoul
|
|
58
|
|
Senior Vice President - Tubular Business
(d)
|
|
May 1, 2014
|
Mark G. Tabler
|
|
54
|
|
Vice President - Global Quality and Manufacturing Processing
|
|
December 1, 2015
|
Dollars in millions (except per share data)
(a)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
11,574
|
|
|
$
|
17,507
|
|
|
$
|
17,424
|
|
|
$
|
19,328
|
|
|
$
|
19,884
|
|
(Loss) Earnings before interest and income taxes (EBIT)
|
|
(1,202
|
)
|
|
413
|
|
|
(1,900
|
)
|
|
247
|
|
|
265
|
|
|||||
Net (loss) earnings attributable to United States Steel Corporation
|
|
(1,642
|
)
|
|
102
|
|
|
(1,645
|
)
|
|
(124
|
)
|
|
(53
|
)
|
|||||
Per Common Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) earnings attributable to United States Steel Corporation
(b)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
– basic
|
|
(11.24
|
)
|
|
$
|
0.71
|
|
|
$
|
(11.37
|
)
|
|
$
|
(0.86
|
)
|
|
$
|
(0.37
|
)
|
|
– diluted
|
|
(11.24
|
)
|
|
0.69
|
|
|
(11.37
|
)
|
|
(0.86
|
)
|
|
(0.37
|
)
|
|||||
Dividends per share declared and paid
|
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|||||
Balance Sheet Data – December 31:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(c)
|
|
$
|
9,190
|
|
|
$
|
12,013
|
|
|
$
|
12,726
|
|
|
$
|
15,217
|
|
|
$
|
16,073
|
|
Capitalization:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt
|
|
$
|
3,161
|
|
|
$
|
3,498
|
|
|
$
|
3,939
|
|
|
$
|
3,938
|
|
|
$
|
4,228
|
|
United States Steel Corporation stockholders’ equity
|
|
2,436
|
|
|
3,799
|
|
|
3,375
|
|
|
3,477
|
|
|
3,500
|
|
|||||
Total capitalization
|
|
$
|
5,597
|
|
|
$
|
7,297
|
|
|
$
|
7,314
|
|
|
$
|
7,415
|
|
|
$
|
7,728
|
|
(a)
|
For discussion of changes between the years, see Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations."
|
(b)
|
See Note 8 to the Consolidated Financial Statements for the basis of calculating earnings per share.
|
(c)
|
2014 and 2013 amounts have been adjusted to retroactively adopt Accounting Standards Update 2015-17,
Balance Sheet Classification of Deferred Taxes
, which requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The amounts for 2012 and 2011 were not affected by the adoption.
|
|
|
Hypothetical Rate
Increase (Decrease)
|
||||||
(In millions)
|
|
1%
|
|
(1)%
|
||||
Expected return on plan assets
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension costs for 2016
|
|
$
|
(76
|
)
|
|
$
|
76
|
|
Discount rate
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension & other benefits costs for 2016
|
|
$
|
(12
|
)
|
|
$
|
8
|
|
Pension & other benefits obligations at December 31, 2015
|
|
$
|
(733
|
)
|
|
$
|
863
|
|
Health care cost escalation trend rates
|
|
|
|
|
||||
Incremental increase (decrease) in:
|
|
|
|
|
||||
Other postretirement benefit obligations
|
|
$
|
94
|
|
|
$
|
(81
|
)
|
Service and interest costs components
|
|
$
|
4
|
|
|
$
|
(4
|
)
|
(Dollars in millions, excluding intersegment sales)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Flat-Rolled
|
|
$
|
8,293
|
|
|
$
|
11,708
|
|
|
$
|
11,572
|
|
USSE
|
|
2,323
|
|
|
2,891
|
|
|
2,941
|
|
|||
Tubular
|
|
898
|
|
|
2,772
|
|
|
2,772
|
|
|||
Total sales from reportable segments
|
|
11,514
|
|
|
17,371
|
|
|
17,285
|
|
|||
Other Businesses
|
|
60
|
|
|
136
|
|
|
139
|
|
|||
Net sales
|
|
$
|
11,574
|
|
|
$
|
17,507
|
|
|
$
|
17,424
|
|
(a)
|
Excludes intersegment sales
|
(b)
|
Foreign currency translation effects
|
(a)
|
Excludes intersegment sales
|
(b)
|
Foreign currency translation effects
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Allocated to segment results
|
|
$
|
—
|
|
|
$
|
81
|
|
|
$
|
31
|
|
|
|
Year Ended December 31,
|
|
||||||||||
(Dollars in Millions)
|
|
2015
|
|
2014
|
|
2013
|
|
||||||
Flat-Rolled
(b)
|
|
$
|
(237
|
)
|
|
$
|
709
|
|
|
$
|
105
|
|
|
USSE
|
|
81
|
|
|
133
|
|
|
28
|
|
|
|||
Tubular
|
|
(179
|
)
|
|
261
|
|
|
190
|
|
|
|||
Total earnings from reportable segments
|
|
(335
|
)
|
|
1,103
|
|
|
323
|
|
|
|||
Other Businesses
|
|
33
|
|
|
82
|
|
|
77
|
|
|
|||
Reportable segments and Other Businesses EBIT
|
|
(302
|
)
|
|
1,185
|
|
|
400
|
|
|
|||
Items not allocated to segments:
|
|
|
|
|
|
|
|
||||||
Postretirement benefit expenses
(b) (c)
|
|
(43
|
)
|
|
(114
|
)
|
|
(221
|
)
|
|
|||
Other items not allocated to segments:
|
|
|
|
|
|
|
|
||||||
Losses associated with U. S. Steel Canada Inc. (Notes 4 and 5)
|
|
(392
|
)
|
|
(416
|
)
|
|
—
|
|
|
|||
Loss on shutdown of coke production facilities
(d)
|
|
(153
|
)
|
|
—
|
|
|
—
|
|
|
|||
Granite City Works temporary idling charges
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
|||
Loss on shutdown of Fairfield Flat-Rolled operations
(d)(e)
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
|||
Restructuring and other charges
(d)
|
|
(78
|
)
|
|
—
|
|
|
(248
|
)
|
|
|||
Postemployment benefit actuarial adjustment
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
|||
Impairment of equity investment (Note 11)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
|||
Impairment of carbon alloy facilities
(d)
|
|
—
|
|
|
(195
|
)
|
|
—
|
|
|
|||
Litigation reserves
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
|||
Write-off of pre-engineering costs at Keetac
(d)
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
|||
Loss on assets held for sale
(d)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
|||
Gain on sale of real estate assets
|
|
—
|
|
|
55
|
|
|
—
|
|
|
|||
Curtailment gain
|
|
—
|
|
|
19
|
|
|
—
|
|
|
|||
Impairment of goodwill
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|
|||
Environmental remediation charge
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
|||
Write-off of equity investment
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
|||
Supplier contract dispute settlement
|
|
—
|
|
|
—
|
|
|
23
|
|
|
|||
Total EBIT
|
|
$
|
(1,202
|
)
|
|
$
|
413
|
|
|
$
|
(1,900
|
)
|
|
(a)
|
See Note 3 to the Consolidated Financial Statements for reconciliations and other disclosures required by Accounting Standards Codification Topic 280.
|
(b)
|
Excludes the results of USSC beginning September 16, 2014 as a result of the CCAA filing. See Note 4 to the Consolidated Financial Statements.
|
(c)
|
Consists of the net periodic benefit cost elements, other than service cost and amortization of prior service cost for active employees, associated with our pension, retiree health care and life insurance benefit plans.
|
(d)
|
Included in Restructuring and other charges on the Consolidated Statements of Operations. See Note 24 to the Consolidated Financial Statements.
|
(e)
|
Fairfield Flat-Rolled Operations includes the blast furnace and associated steelmaking operations, along with most of the flat-rolled finishing operations at Fairfield Works. The slab and rounds casters remain operational and the #5 coating line continues to operate.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Flat-Rolled
|
|
2
|
%
|
|
10
|
%
|
|
7
|
%
|
USSE
|
|
9
|
%
|
|
10
|
%
|
|
7
|
%
|
Tubular
|
|
(6
|
)%
|
|
14
|
%
|
|
11
|
%
|
|
Average Realized Price Per Ton
|
|
Segment EBIT
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest income
|
|
$
|
(3
|
)
|
|
$
|
(12
|
)
|
|
$
|
(3
|
)
|
Interest expense
|
|
214
|
|
|
234
|
|
|
266
|
|
|||
Loss on debt extinguishment
|
|
36
|
|
|
—
|
|
|
—
|
|
|||
Other financial costs
|
|
10
|
|
|
21
|
|
|
69
|
|
|||
Net interest and other financial costs
|
|
$
|
257
|
|
|
$
|
243
|
|
|
$
|
332
|
|
|
|
Year Ended December 31,
|
||||
|
|
2015
|
|
2014
|
||
Accounts Receivable Turnover
|
|
7.7
|
|
|
9.0
|
|
Inventory Turnover
|
|
4.9
|
|
|
6.0
|
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Voluntary contributions to main defined benefit pension plan
(a)
|
|
$
|
—
|
|
|
$
|
140
|
|
|
$
|
145
|
|
Required contributions to other defined benefit pension plans
|
|
—
|
|
|
47
|
|
|
82
|
|
|||
Other employee benefits payments not funded by trusts
|
|
75
|
|
|
198
|
|
|
137
|
|
|||
Contributions to trusts for retiree health care and life insurance
|
|
10
|
|
|
—
|
|
|
10
|
|
|||
Payments to a multiemployer pension plan
|
|
66
|
|
|
73
|
|
|
74
|
|
|||
Pension related payments not funded by trusts
|
|
38
|
|
|
87
|
|
|
30
|
|
|||
Reductions in cash flows from operating activities
|
|
$
|
189
|
|
|
$
|
545
|
|
|
$
|
478
|
|
(a)
|
Includes a contribution in 2013 related to the payment of Pension Benefit Guarantee Corporation (PBGC) fees.
|
(Dollars in millions)
|
|
||
Cash and cash equivalents
|
$
|
755
|
|
Amount available under $1.5 Billion Credit Facility
(a)
|
1,350
|
|
|
Amounts available under USSK credit facilities
|
270
|
|
|
Total estimated liquidity
|
$
|
2,375
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
Payments Due by Period
|
|
||||||||||||||
Contractual Obligations
|
|
Total
|
|
2016
|
|
2017
through 2018 |
|
2019
through 2020 |
|
Beyond
2020 |
|
||||||||||
Long-term debt (including interest) and capital leases
(a)
|
|
$
|
4,766
|
|
|
$
|
270
|
|
|
$
|
1,368
|
|
|
$
|
938
|
|
|
$
|
2,190
|
|
|
Operating leases
(b)
|
|
248
|
|
|
85
|
|
|
114
|
|
|
23
|
|
|
26
|
|
|
|||||
Contractual purchase commitments
(c)
|
|
7,101
|
|
|
3,700
|
|
|
1,191
|
|
|
694
|
|
|
1,516
|
|
|
|||||
Capital commitments
(d)
|
|
253
|
|
|
160
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
|||||
Environmental commitments
(d)
|
|
197
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
183
|
|
(e)
|
|||||
Steelworkers Pension Trust
|
|
328
|
|
(f)
|
63
|
|
|
128
|
|
(f)
|
137
|
|
(f)
|
—
|
|
(f)
|
|||||
Pensions
(g)
|
|
601
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
507
|
|
|
|||||
Other benefits
|
|
299
|
|
(h)
|
62
|
|
|
122
|
|
|
115
|
|
|
—
|
|
(h)
|
|||||
Unrecognized tax positions
|
|
74
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
(e)
|
|||||
Total contractual obligations
|
|
$
|
13,867
|
|
|
$
|
4,354
|
|
|
$
|
3,016
|
|
|
$
|
2,001
|
|
|
$
|
4,496
|
|
|
(a)
|
See Note 16 to the Consolidated Financial Statements.
|
(b)
|
See Note 23 to the Consolidated Financial Statements. Amounts exclude subleases.
|
(c)
|
Reflects contractual purchase commitments under purchase orders and “take or pay” arrangements. “Take or pay” arrangements are primarily for purchases of gases and certain energy and utility services. Additionally, includes coke and steam purchase commitments related to a coke supply agreement with Gateway Energy & Coke Company LLC (See Note 25 to the Consolidated Financial Statements).
|
(d)
|
See Note 25 to the Consolidated Financial Statements.
|
(e)
|
Timing of potential cash flows is not reasonably determinable.
|
(f)
|
While it is difficult to make a prediction of cash requirements beyond the term of the 2015 Labor Agreements with the USW, which expire on September 1, 2018, projected amounts shown through 2019 assume that the current $2.65 contribution rate per hour will apply.
|
(g)
|
Projections are estimates of the minimum required contributions to the main domestic defined benefit pension plan which have been estimated assuming future asset performance consistent with our expected long-term earnings rate assumption, no voluntary contributions during the periods, and that the current low interest rate environment persists. Projections include the impacts of the November 2015 pension stabilization legislation, which further extended a revised interest rate formula to be used in calculating minimum required annual contributions. The legislation also increased the contribution rate of future PBGC premiums. After 2020, payments represent minimum contributions that may be needed over the next 5 years, and which would fully fund the plan.
|
(h)
|
The amounts reflect corporate cash outlays for expected benefit payments to be paid by the Company. Under the 2015 Labor Agreement, previously required contributions to the USW VEBA trust have been eliminated (See Note 17 to the Consolidated Financial Statements). The accuracy of this forecast of future cash flows depends on future medical health care escalation rates and restrictions related to our trusts for retiree healthcare and life insurance that impact the timing of the use of trust assets. Projected amounts have been reduced to reflect withdrawals from the USW VEBA trust available under its agreements with the USW. Due to these factors, it is not possible to reliably estimate cash requirements beyond five years and actual amounts experienced may differ significantly from those shown.
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
Scheduled Reductions by Period
|
|
||||||||||||||||
Commercial Commitments
|
|
Total
|
|
2016
|
|
2017
through 2018 |
|
2019
through 2020 |
|
Beyond
2020 |
|
||||||||||
Standby letters of credit
(a)
|
|
$
|
62
|
|
|
$
|
52
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
9
|
|
(b)
|
Surety bonds
(a)
|
|
65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
(b)
|
|||||
Funded Trusts
(a)
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
(b)
|
|||||
Total commercial commitments
|
|
$
|
158
|
|
|
$
|
52
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
105
|
|
|
(a)
|
Reflects a commitment or guarantee for which future cash outflow is not considered likely.
|
(b)
|
Timing of potential cash outflows is not determinable.
|
(a)
|
These amounts include spending charged against remediation reserves, net of recoveries where permissible, but do not include non-cash provisions recorded for environmental remediation.
|
(Dollars in millions)
|
|
2015
|
|
2014
|
||||
Beginning Balance
|
|
$
|
212
|
|
|
$
|
233
|
|
Plus: Additions
|
|
—
|
|
|
5
|
|
||
Adjustments for changes in estimates
|
|
(5
|
)
|
|
—
|
|
||
Less: Obligations settled
|
|
(10
|
)
|
|
(26
|
)
|
||
Ending Balance
|
|
$
|
197
|
|
|
$
|
212
|
|
(Dollars in millions)
|
|
2015
|
|
2014
|
||||||||||||
Non-Derivative Financial Instruments
(a)
|
|
Fair Value
(b)
|
|
Change in
Fair Value (c) |
|
Fair Value
(b)
|
|
Change in
Fair Value (c) |
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Debt
(d)(e)
|
|
$
|
1,896
|
|
|
$
|
133
|
|
|
$
|
3,740
|
|
|
$
|
113
|
|
(a)
|
Fair values of cash and cash equivalents, current accounts and notes receivable, accounts payable, bank checks outstanding and accrued interest approximate carrying value and are relatively insensitive to changes in interest rates due to the short-term maturity of the instruments. Accordingly, these instruments are excluded from the table.
|
(b)
|
See Note 19 to the Consolidated Financial Statements for carrying value of instruments.
|
(c)
|
Reflects, by class of financial instrument, the estimated incremental effect of a hypothetical 10 percent decrease in interest rates at December 31, 2015 and 2014, on the fair value of U. S. Steel’s non-derivative financial instruments. For financial liabilities, this assumes a 10 percent decrease in the weighted average yield to maturity of U. S. Steel’s long-term debt at December 31, 2015 and December 31, 2014.
|
(d)
|
Excludes capital lease obligations.
|
(e)
|
Fair value was determined using Level 2 inputs which were derived from quoted market prices and is based on the yield on public debt where available or current borrowing rates available for financings with similar terms and maturities.
|
|
|
United States Steel Corporation
600 Grant Street
Pittsburgh, PA 15219-2800
|
/
S
/ MARIO LONGHI
|
|
/
S
/ DAVID B. BURRITT
|
Mario Longhi
|
|
David B. Burritt
|
President and
Chief Executive Officer
|
|
Executive Vice President and
Chief Financial Officer
|
/
S
/ COLLEEN M. DARRAGH
|
|
|
Colleen M. Darragh
|
|
|
Vice President and Controller
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions, except per share amounts)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
10,111
|
|
|
$
|
16,149
|
|
|
$
|
16,269
|
|
Net sales to related parties
(Note 22)
|
|
1,463
|
|
|
1,358
|
|
|
1,155
|
|
|||
Total
|
|
11,574
|
|
|
17,507
|
|
|
17,424
|
|
|||
Operating expenses (income):
|
|
|
|
|
|
|
||||||
Cost of sales (excludes items shown below)
|
|
11,141
|
|
|
15,455
|
|
|
16,016
|
|
|||
Selling, general and administrative expenses
|
|
415
|
|
|
523
|
|
|
610
|
|
|||
Depreciation, depletion and amortization (Notes 12 and 13)
|
|
547
|
|
|
627
|
|
|
684
|
|
|||
Earnings from investees (Note 11)
|
|
(38
|
)
|
|
(142
|
)
|
|
(40
|
)
|
|||
Impairment of goodwill (Note 13)
|
|
—
|
|
|
—
|
|
|
1,806
|
|
|||
Losses associated with U. S. Steel Canada Inc. (Notes 4 and 5)
|
|
392
|
|
|
416
|
|
|
—
|
|
|||
Restructuring and other charges (Note 24)
|
|
322
|
|
|
250
|
|
|
248
|
|
|||
Net gain on disposals of assets (Note 25)
|
|
(2
|
)
|
|
(23
|
)
|
|
—
|
|
|||
Other income, net
|
|
(1
|
)
|
|
(12
|
)
|
|
—
|
|
|||
Total
|
|
12,776
|
|
|
17,094
|
|
|
19,324
|
|
|||
(Loss) earnings before interest and income taxes (EBIT)
|
|
(1,202
|
)
|
|
413
|
|
|
(1,900
|
)
|
|||
Interest expense (Note 7)
|
|
214
|
|
|
234
|
|
|
266
|
|
|||
Interest income
|
|
(3
|
)
|
|
(12
|
)
|
|
(3
|
)
|
|||
Loss on debt extinguishment
|
|
36
|
|
|
—
|
|
|
—
|
|
|||
Other financial costs (Note 7)
|
|
10
|
|
|
21
|
|
|
69
|
|
|||
Net interest and other financial costs
|
|
257
|
|
|
243
|
|
|
332
|
|
|||
(Loss) earnings before income taxes
|
|
(1,459
|
)
|
|
170
|
|
|
(2,232
|
)
|
|||
Income tax provision (benefit) (Note 10)
|
|
183
|
|
|
68
|
|
|
(587
|
)
|
|||
Net (loss) earnings
|
|
(1,642
|
)
|
|
102
|
|
|
(1,645
|
)
|
|||
Less: Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net (loss) earnings attributable to United States Steel Corporation
|
|
$
|
(1,642
|
)
|
|
$
|
102
|
|
|
$
|
(1,645
|
)
|
(Loss) income per common share
(Note 8)
|
|
|
|
|
|
|
||||||
Net (loss) income per share attributable to United States Steel Corporation stockholders:
|
|
|
|
|
|
|
||||||
— Basic
|
|
$
|
(11.24
|
)
|
|
$
|
0.71
|
|
|
$
|
(11.37
|
)
|
— Diluted
|
|
$
|
(11.24
|
)
|
|
$
|
0.69
|
|
|
$
|
(11.37
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net (loss) earnings
|
|
$
|
(1,642
|
)
|
|
$
|
102
|
|
|
$
|
(1,645
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
||||||
Changes in foreign currency translation adjustments
(a)
|
|
(104
|
)
|
|
66
|
|
|
30
|
|
|||
Changes in pension and other employee benefit accounts
(a)
|
|
373
|
|
|
(218
|
)
|
|
1,486
|
|
|||
Other
(a)
|
|
3
|
|
|
(5
|
)
|
|
—
|
|
|||
Deconsolidation of U. S. Steel Canada
(b)
|
|
—
|
|
|
468
|
|
|
—
|
|
|||
Total other comprehensive income, net of tax
|
|
272
|
|
|
311
|
|
|
1,516
|
|
|||
Comprehensive (loss) income including noncontrolling interest
|
|
(1,370
|
)
|
|
413
|
|
|
(129
|
)
|
|||
Comprehensive loss attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive (loss) income attributable to United States Steel Corporation
|
|
$
|
(1,370
|
)
|
|
$
|
413
|
|
|
$
|
(129
|
)
|
Foreign currency translation adjustments
|
|
$
|
82
|
|
|
$
|
111
|
|
|
$
|
—
|
|
Pension and other benefits adjustments
|
|
(228
|
)
|
|
282
|
|
|
(762
|
)
|
|||
Other adjustments
|
|
(2
|
)
|
|
3
|
|
|
—
|
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
755
|
|
|
$
|
1,354
|
|
Receivables, less allowance of $28 and $45
|
|
864
|
|
|
1,632
|
|
||
Receivables from related parties, less allowance of $254 and $218 (Note 22)
|
|
199
|
|
|
310
|
|
||
Inventories (Note 9)
|
|
2,074
|
|
|
2,496
|
|
||
Other current assets
|
|
25
|
|
|
37
|
|
||
Total current assets
|
|
3,917
|
|
|
5,829
|
|
||
Investments and long-term receivables, less allowance of $7 and $8 (Note 11)
|
|
540
|
|
|
577
|
|
||
Long-term receivables from related parties, less allowance of $1,446 and $1,188
|
|
—
|
|
|
362
|
|
||
Property, plant and equipment, net (Note 12)
|
|
4,411
|
|
|
4,574
|
|
||
Intangibles — net (Note 13)
|
|
196
|
|
|
204
|
|
||
Deferred income tax benefits (Note 10)
|
|
15
|
|
|
347
|
|
||
Other noncurrent assets
|
|
111
|
|
|
120
|
|
||
Total assets
|
|
$
|
9,190
|
|
|
$
|
12,013
|
|
Liabilities
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and other accrued liabilities
|
|
$
|
1,412
|
|
|
$
|
1,871
|
|
Accounts payable to related parties (Note 22)
|
|
81
|
|
|
131
|
|
||
Payroll and benefits payable
|
|
462
|
|
|
1,003
|
|
||
Accrued taxes (Note 10)
|
|
99
|
|
|
134
|
|
||
Accrued interest
|
|
49
|
|
|
52
|
|
||
Short-term debt and current maturities of long-term debt (Note 16)
|
|
45
|
|
|
378
|
|
||
Total current liabilities
|
|
2,148
|
|
|
3,569
|
|
||
Long-term debt, less unamortized discount (Note 16)
|
|
3,116
|
|
|
3,120
|
|
||
Employee benefits (Note 17)
|
|
1,101
|
|
|
1,117
|
|
||
Deferred income tax liabilities (Note 10)
|
|
29
|
|
|
—
|
|
||
Deferred credits and other noncurrent liabilities
|
|
359
|
|
|
407
|
|
||
Total liabilities
|
|
6,753
|
|
|
8,213
|
|
||
Contingencies and commitments (Note 25)
|
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
|
||||
Common stock issued — 150,925,911 shares issued (par value $1 per share, authorized 400,000,000 shares)
|
|
151
|
|
|
151
|
|
||
Treasury stock, at cost (4,644,867 shares and 5,270,872 shares)
|
|
(339
|
)
|
|
(396
|
)
|
||
Additional paid-in capital
|
|
3,603
|
|
|
3,623
|
|
||
Retained earnings
|
|
190
|
|
|
1,862
|
|
||
Accumulated other comprehensive loss (Note 20)
|
|
(1,169
|
)
|
|
(1,441
|
)
|
||
Total United States Steel Corporation stockholders’ equity
|
|
2,436
|
|
|
3,799
|
|
||
Noncontrolling interests
|
|
1
|
|
|
1
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
9,190
|
|
|
$
|
12,013
|
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net (loss) earnings
|
|
$
|
(1,642
|
)
|
|
$
|
102
|
|
|
$
|
(1,645
|
)
|
Adjustments to reconcile net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization (Notes 12 and 13)
|
|
547
|
|
|
627
|
|
|
684
|
|
|||
Impairment of goodwill (Note 13)
|
|
—
|
|
|
—
|
|
|
1,806
|
|
|||
Losses associated with U. S. Steel Canada Inc. (Notes 4 and 5)
|
|
392
|
|
|
416
|
|
|
—
|
|
|||
Restructuring and other charges (Note 24)
|
|
322
|
|
|
256
|
|
|
248
|
|
|||
Loss on debt extinguishment
|
|
36
|
|
|
—
|
|
|
—
|
|
|||
Provision for doubtful accounts
|
|
(15
|
)
|
|
—
|
|
|
5
|
|
|||
Pensions and other postretirement benefits
|
|
50
|
|
|
(235
|
)
|
|
(28
|
)
|
|||
Deferred income taxes (Note 10)
|
|
213
|
|
|
76
|
|
|
(386
|
)
|
|||
Net gain on disposal of assets (Note 25)
|
|
(2
|
)
|
|
(23
|
)
|
|
—
|
|
|||
Distributions received, net of equity investees income
|
|
(28
|
)
|
|
(135
|
)
|
|
(27
|
)
|
|||
Changes in:
|
|
|
|
|
|
|
||||||
Current receivables
|
|
792
|
|
|
(199
|
)
|
|
114
|
|
|||
Inventories
|
|
391
|
|
|
(247
|
)
|
|
(201
|
)
|
|||
Current accounts payable and accrued expenses
|
|
(632
|
)
|
|
581
|
|
|
(70
|
)
|
|||
Income taxes receivable/payable
|
|
6
|
|
|
161
|
|
|
(187
|
)
|
|||
All other, net
|
|
(71
|
)
|
|
173
|
|
|
92
|
|
|||
Net cash provided by operating activities
|
|
359
|
|
|
1,553
|
|
|
405
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(500
|
)
|
|
(480
|
)
|
|
(468
|
)
|
|||
Acquisitions
|
|
(25
|
)
|
|
—
|
|
|
(12
|
)
|
|||
Disposal of assets
|
|
4
|
|
|
29
|
|
|
3
|
|
|||
Change in restricted cash, net
|
|
13
|
|
|
29
|
|
|
100
|
|
|||
Investments, net
|
|
(2
|
)
|
|
(5
|
)
|
|
(7
|
)
|
|||
Net cash used in investing activities
|
|
(510
|
)
|
|
(427
|
)
|
|
(384
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Issuance of long-term debt, net of financing costs of $0, $0 and $15
|
|
—
|
|
|
—
|
|
|
575
|
|
|||
Repayment of long-term debt
|
|
(379
|
)
|
|
(325
|
)
|
|
(542
|
)
|
|||
Receipts from exercise of stock options
|
|
1
|
|
|
13
|
|
|
—
|
|
|||
Dividends paid
|
|
(29
|
)
|
|
(29
|
)
|
|
(29
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(407
|
)
|
|
(341
|
)
|
|
4
|
|
|||
Effect of exchange rate changes on cash
|
|
(41
|
)
|
|
(35
|
)
|
|
9
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(599
|
)
|
|
750
|
|
|
34
|
|
|||
Cash and cash equivalents at beginning of year
|
|
1,354
|
|
|
604
|
|
|
570
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
755
|
|
|
$
|
1,354
|
|
|
$
|
604
|
|
|
|
Dollars in Millions
|
|
Shares in Thousands
|
|||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||||||
Common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
$
|
151
|
|
|
$
|
151
|
|
|
$
|
151
|
|
|
150,926
|
|
|
150,926
|
|
|
150,926
|
|
Common stock issued
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
|
$
|
151
|
|
|
$
|
151
|
|
|
$
|
151
|
|
|
150,926
|
|
|
150,926
|
|
|
150,926
|
|
Treasury stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
$
|
(396
|
)
|
|
$
|
(480
|
)
|
|
$
|
(521
|
)
|
|
(5,271
|
)
|
|
(6,246
|
)
|
|
(6,644
|
)
|
Common stock reissued for employee/non-employee director stock plans
|
|
57
|
|
|
84
|
|
|
41
|
|
|
626
|
|
|
975
|
|
|
398
|
|
|||
Balance at end of year
|
|
$
|
(339
|
)
|
|
$
|
(396
|
)
|
|
$
|
(480
|
)
|
|
(4,645
|
)
|
|
(5,271
|
)
|
|
(6,246
|
)
|
Additional paid-in capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
$
|
3,623
|
|
|
$
|
3,667
|
|
|
$
|
3,652
|
|
|
|
|
|
|
|
|||
Issuance of conversion option in 2019 Senior Convertible Notes, net of tax
|
|
—
|
|
|
—
|
|
|
31
|
|
|
|
|
|
|
|
||||||
Employee stock plans
|
|
(20
|
)
|
|
(44
|
)
|
|
(16
|
)
|
|
|
|
|
|
|
||||||
Balance at end of year
|
|
$
|
3,603
|
|
|
$
|
3,623
|
|
|
$
|
3,667
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income (Loss)
|
||||||||||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Retained earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
1,862
|
|
|
$
|
1,789
|
|
|
$
|
3,463
|
|
|
|
|
|
|
|
||||||
Net (loss) earnings attributable to United States Steel Corporation
|
|
(1,642
|
)
|
|
102
|
|
|
(1,645
|
)
|
|
$
|
(1,642
|
)
|
|
$
|
102
|
|
|
$
|
(1,645
|
)
|
|||
Dividends on common stock
|
|
(29
|
)
|
|
(29
|
)
|
|
(29
|
)
|
|
|
|
|
|
|
|||||||||
Other
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||||||
Balance at end of year
|
|
$
|
190
|
|
|
$
|
1,862
|
|
|
$
|
1,789
|
|
|
|
|
|
|
|
||||||
Accumulated other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pension and other benefit adjustments (Note 17)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
(1,852
|
)
|
|
$
|
(2,127
|
)
|
|
$
|
(3,613
|
)
|
|
|
|
|
|
|
||||||
Changes during year, net of taxes
(a) (b)
|
|
364
|
|
|
296
|
|
|
1,444
|
|
|
364
|
|
|
296
|
|
|
1,444
|
|
||||||
Changes during year, equity investee net of taxes
(a)
|
|
9
|
|
|
(21
|
)
|
|
42
|
|
|
9
|
|
|
(21
|
)
|
|
42
|
|
||||||
Balance at end of year
|
|
$
|
(1,479
|
)
|
|
$
|
(1,852
|
)
|
|
$
|
(2,127
|
)
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
416
|
|
|
$
|
375
|
|
|
$
|
345
|
|
|
|
|
|
|
|
||||||
Changes during year, net of taxes
(a) (b)
|
|
(104
|
)
|
|
41
|
|
|
30
|
|
|
(104
|
)
|
|
41
|
|
|
30
|
|
||||||
Balance at end of year
|
|
$
|
312
|
|
|
$
|
416
|
|
|
$
|
375
|
|
|
|
|
|
|
|
||||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Changes during year, net of taxes
(a)
|
|
3
|
|
|
(5
|
)
|
|
—
|
|
|
3
|
|
|
(5
|
)
|
|
—
|
|
||||||
Balance at end of year
|
|
$
|
(2
|
)
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Total balances at end of year
|
|
$
|
(1,169
|
)
|
|
$
|
(1,441
|
)
|
|
$
|
(1,752
|
)
|
|
|
|
|
|
|
||||||
Total stockholders’ equity
|
|
$
|
2,436
|
|
|
$
|
3,799
|
|
|
$
|
3,375
|
|
|
|
|
|
|
|
||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at end of year
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
||||||
Total comprehensive (income) loss
|
|
|
|
|
|
|
|
$
|
(1,370
|
)
|
|
$
|
413
|
|
|
$
|
(129
|
)
|
Foreign currency translation adjustments
|
|
$
|
82
|
|
|
$
|
111
|
|
|
$
|
—
|
|
Pension and other benefits adjustments
|
|
(228
|
)
|
|
282
|
|
|
(762
|
)
|
|||
Other adjustments
|
|
(2
|
)
|
|
3
|
|
|
—
|
|
(In millions)
|
|
Customer
Sales |
|
Intersegment
Sales |
|
Net
Sales |
|
Earnings
(loss) from investees |
|
EBIT
|
|
Depreciation,
depletion & amortization |
|
Capital
expenditures |
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Flat-Rolled
|
|
$
|
8,293
|
|
|
$
|
268
|
|
|
$
|
8,561
|
|
|
$
|
49
|
|
|
$
|
(237
|
)
|
|
$
|
392
|
|
|
$
|
280
|
|
USSE
|
|
2,323
|
|
|
3
|
|
|
2,326
|
|
|
—
|
|
|
81
|
|
|
81
|
|
|
110
|
|
|||||||
Tubular
|
|
898
|
|
|
—
|
|
|
898
|
|
|
11
|
|
|
(179
|
)
|
|
64
|
|
|
102
|
|
|||||||
Total reportable segments
|
|
11,514
|
|
|
271
|
|
|
11,785
|
|
|
60
|
|
|
(335
|
)
|
|
537
|
|
|
492
|
|
|||||||
Other Businesses
|
|
60
|
|
|
105
|
|
|
165
|
|
|
(22
|
)
|
|
33
|
|
|
10
|
|
|
8
|
|
|||||||
Reconciling Items and Eliminations
|
|
—
|
|
|
(376
|
)
|
|
(376
|
)
|
|
—
|
|
|
(900
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
11,574
|
|
|
$
|
—
|
|
|
$
|
11,574
|
|
|
$
|
38
|
|
|
$
|
(1,202
|
)
|
|
$
|
547
|
|
|
$
|
500
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Flat-Rolled
|
|
$
|
11,708
|
|
|
$
|
1,187
|
|
|
$
|
12,895
|
|
|
$
|
134
|
|
|
$
|
709
|
|
|
$
|
457
|
|
|
$
|
322
|
|
USSE
|
|
2,891
|
|
|
45
|
|
|
2,936
|
|
|
—
|
|
|
133
|
|
|
95
|
|
|
74
|
|
|||||||
Tubular
|
|
2,772
|
|
|
2
|
|
|
2,774
|
|
|
11
|
|
|
261
|
|
|
66
|
|
|
76
|
|
|||||||
Total reportable segments
|
|
17,371
|
|
|
1,234
|
|
|
18,605
|
|
|
145
|
|
|
1,103
|
|
|
618
|
|
|
472
|
|
|||||||
Other Businesses
|
|
136
|
|
|
133
|
|
|
269
|
|
|
(3
|
)
|
|
82
|
|
|
9
|
|
|
8
|
|
|||||||
Reconciling Items and Eliminations
|
|
—
|
|
|
(1,367
|
)
|
|
(1,367
|
)
|
|
—
|
|
|
(772
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
17,507
|
|
|
$
|
—
|
|
|
$
|
17,507
|
|
|
$
|
142
|
|
|
$
|
413
|
|
|
$
|
627
|
|
|
$
|
480
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Flat-Rolled
|
|
$
|
11,572
|
|
|
$
|
1,258
|
|
|
$
|
12,830
|
|
|
$
|
69
|
|
|
$
|
105
|
|
|
$
|
512
|
|
|
$
|
340
|
|
USSE
|
|
2,941
|
|
|
3
|
|
|
2,944
|
|
|
—
|
|
|
28
|
|
|
95
|
|
|
40
|
|
|||||||
Tubular
|
|
2,772
|
|
|
5
|
|
|
2,777
|
|
|
(25
|
)
|
|
190
|
|
|
62
|
|
|
69
|
|
|||||||
Total reportable segments
|
|
17,285
|
|
|
1,266
|
|
|
18,551
|
|
|
44
|
|
|
323
|
|
|
669
|
|
|
449
|
|
|||||||
Other Businesses
|
|
139
|
|
|
134
|
|
|
273
|
|
|
(4
|
)
|
|
77
|
|
|
15
|
|
|
19
|
|
|||||||
Reconciling Items and Eliminations
|
|
—
|
|
|
(1,400
|
)
|
|
(1,400
|
)
|
|
—
|
|
|
(2,300
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
17,424
|
|
|
$
|
—
|
|
|
$
|
17,424
|
|
|
$
|
40
|
|
|
$
|
(1,900
|
)
|
|
$
|
684
|
|
|
$
|
468
|
|
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Items not allocated to segments:
|
|
|
|
|
|
|
||||||
Postretirement benefit expense
(a)
|
|
$
|
(43
|
)
|
|
$
|
(114
|
)
|
|
$
|
(221
|
)
|
Other items not allocated to segments:
|
|
|
|
|
|
|
||||||
Losses associated with U. S. Steel Canada Inc. (Notes 4 and 5)
|
|
(392
|
)
|
|
(416
|
)
|
|
—
|
|
|||
Loss on shutdown of coke production facilities
(b)
|
|
(153
|
)
|
|
—
|
|
|
—
|
|
|||
Granite City Works temporary idling charges
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on shutdown of Fairfield Flat-Rolled Operations
(b)(c)
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring and other charges (Note 24)
(b)
|
|
(78
|
)
|
|
—
|
|
|
(248
|
)
|
|||
Postemployment benefit actuarial adjustment
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of equity investment (Note 11)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of carbon alloy facilities (Note 24)
(b)
|
|
—
|
|
|
(195
|
)
|
|
—
|
|
|||
Litigation reserves (Note 25)
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|||
Write-off of pre-engineering costs at Keetac (Note 24)
(b)
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|||
Loss on assets held for sale (Note 24)
(b)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||
Gain on sale of real estate assets
(d)
|
|
—
|
|
|
55
|
|
|
—
|
|
|||
Curtailment gain
(
Note 17
)
|
|
—
|
|
|
19
|
|
|
—
|
|
|||
Impairment of goodwill (Note 13)
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|||
Environmental remediation charge
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||
Write-off of equity investment (Note 11)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||
Supplier contract dispute settlement
|
|
—
|
|
|
—
|
|
|
23
|
|
|||
Total other items not allocated to segments
|
|
$
|
(857
|
)
|
|
$
|
(658
|
)
|
|
$
|
(2,079
|
)
|
Total reconciling items
|
|
$
|
(900
|
)
|
|
$
|
(772
|
)
|
|
$
|
(2,300
|
)
|
(a)
|
Consists of the net periodic benefit cost elements, other than service cost and amortization of prior service cost for active employees, associated with our defined pension, retiree health care and life insurance benefit plans.
|
(b)
|
Included in Restructuring and other charges on the Consolidated Statement of Operations. See Note 24 to the Consolidated Financial Statements.
|
(c)
|
Fairfield Flat-Rolled Operations includes the blast furnace and associated steelmaking operations, along with most of the flat-rolled finishing operations at Fairfield Works. The slab and rounds casters remain operational and the #5 coating line continues to operate.
|
(d)
|
Gain on sale of surface rights and mineral royalty revenue streams in the state of Alabama.
|
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Flat-Rolled
|
|
$
|
10,047
|
|
|
$
|
13,533
|
|
|
$
|
13,508
|
|
Tubular
|
|
929
|
|
|
2,818
|
|
|
2,826
|
|
|||
Other
(a)
|
|
598
|
|
|
1,156
|
|
|
1,090
|
|
|||
Total
|
|
$
|
11,574
|
|
|
$
|
17,507
|
|
|
$
|
17,424
|
|
(a)
|
Primarily includes sales of steel production by-products, railroad services and real estate operations.
|
(In millions)
|
|
Year
|
|
Net
Sales |
|
Assets
|
|
||||
North America
|
|
2015
|
|
$
|
9,251
|
|
|
$
|
4,057
|
|
(a)
|
|
|
2014
|
|
14,616
|
|
|
4,180
|
|
(a)
|
||
|
|
2013
|
|
14,484
|
|
|
5,425
|
|
(a)
|
||
Europe
|
|
2015
|
|
2,323
|
|
|
832
|
|
|
||
|
|
2014
|
|
2,891
|
|
|
890
|
|
|
||
|
|
2013
|
|
2,940
|
|
|
1,022
|
|
|
||
Other Foreign Countries
|
|
2015
|
|
—
|
|
|
24
|
|
|
||
|
|
2014
|
|
—
|
|
|
36
|
|
|
||
|
|
2013
|
|
—
|
|
|
33
|
|
|
||
Total
|
|
2015
|
|
11,574
|
|
|
4,913
|
|
|
||
|
|
2014
|
|
17,507
|
|
|
5,106
|
|
|
||
|
|
2013
|
|
$
|
17,424
|
|
|
$
|
6,480
|
|
|
(a)
|
Assets with a book value of
$4,047 million
,
$4,172 million
and
$4,443 million
were located in the United States at December 31,
2015
,
2014
and
2013
, respectively.
|
(Dollars in millions)
|
Period from January 1, 2014 - September 15, 2014
|
|
Year ended December 31, 2013
|
||||
Total net sales
|
$
|
1,508
|
|
|
$
|
1,404
|
|
Total operating expenses
|
1,587
|
|
|
2,641
|
|
||
Loss from continuing operations
|
(79
|
)
|
|
(1,237
|
)
|
||
Net interest and other financial costs
|
121
|
|
|
42
|
|
||
Loss before income taxes
|
(200
|
)
|
|
(1,279
|
)
|
||
Income tax benefit
|
—
|
|
|
(142
|
)
|
||
Net loss
|
$
|
(200
|
)
|
|
$
|
(1,137
|
)
|
Level 2 Other Observable Inputs
|
Level 3 Other Unobservable Inputs
|
Market Participant Weighted Average Cost of Capital
(1)
|
Recent Operating Budgets
|
Perpetual Growth Rate
(2)
|
Long Range Strategic Plans
|
Market Comparables
|
Estimated Shipments
|
Replacement Cost
|
Projected Raw Material Costs
|
|
Projected Margins
|
|
Recoverability Measures
|
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
(3
|
)
|
|
$
|
(12
|
)
|
|
$
|
(3
|
)
|
Interest expense and other financial costs:
|
|
|
|
|
|
|
||||||
Interest incurred
(a)
|
|
228
|
|
|
248
|
|
|
285
|
|
|||
Less interest capitalized
|
|
14
|
|
|
14
|
|
|
19
|
|
|||
Total interest expense
|
|
214
|
|
|
234
|
|
|
266
|
|
|||
Loss on debt extinguishment
(b)
|
|
36
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency net (gain) loss
(c)
|
|
(15
|
)
|
|
(1
|
)
|
|
11
|
|
|||
Financial costs on:
|
|
|
|
|
|
|
||||||
Sale of receivables
|
|
2
|
|
|
3
|
|
|
3
|
|
|||
Amended Credit Agreement
|
|
4
|
|
|
4
|
|
|
4
|
|
|||
USSK credit facilities
|
|
3
|
|
|
3
|
|
|
3
|
|
|||
Other
(d)
|
|
5
|
|
|
—
|
|
|
28
|
|
|||
Amortization of discounts and deferred financing costs
|
|
11
|
|
|
12
|
|
|
20
|
|
|||
Total other financial costs
|
|
10
|
|
|
21
|
|
|
69
|
|
|||
Net interest and other financial costs
|
|
$
|
257
|
|
|
$
|
243
|
|
|
$
|
332
|
|
(a)
|
Includes a pretax charge of
$34 million
during 2013 related to premiums on the repurchase of
$542 million
of our
4.00%
Senior Convertible Notes due May 15, 2014 (2014 Senior Convertible Notes).
|
(b)
|
Represents a pretax charge of
$36 million
during 2015 related to the retirement of our 2019 Senior Convertible Notes.
|
(c)
|
The functional currency for USSE is the euro and the functional currency for USSC is the Canadian dollar. Foreign currency net loss is a result of transactions denominated in currencies other than the euro or Canadian dollar, prior to USSC's CCAA filing on September 16, 2014. Additionally, for 2014 and 2013, foreign currency net loss includes the impacts of the remeasurement of a U.S. dollar-denominated intercompany loan to a European subsidiary and the impacts of euro-U.S. dollar derivatives activity.
|
(d)
|
Consists primarily of a charge of
$22 million
in 2013 related to a guarantee of an unconsolidated equity investment.
|
(Dollars in millions, except per share amounts)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net (loss) earnings attributable to United States Steel Corporation shareholders
|
|
$
|
(1,642
|
)
|
|
$
|
102
|
|
|
$
|
(1,645
|
)
|
Plus income effect of assumed conversion-interest on convertible notes
|
|
—
|
|
|
3
|
|
|
—
|
|
|||
Net (loss) earnings after assumed conversion
|
|
$
|
(1,642
|
)
|
|
$
|
105
|
|
|
$
|
(1,645
|
)
|
Weighted-average shares outstanding (in thousands):
|
|
|
|
|
|
|
||||||
Basic
|
|
146,094
|
|
|
145,164
|
|
|
144,578
|
|
|||
Effect of convertible notes
|
|
—
|
|
|
5,670
|
|
|
—
|
|
|||
Effect of stock options, restricted stock units and performance awards
|
|
—
|
|
|
1,269
|
|
|
—
|
|
|||
Adjusted weighted-average shares outstanding, diluted
|
|
146,094
|
|
|
152,103
|
|
|
144,578
|
|
|||
Basic (loss) earnings per common share
|
|
$
|
(11.24
|
)
|
|
$
|
0.71
|
|
|
$
|
(11.37
|
)
|
Diluted (loss) earnings per common share
|
|
$
|
(11.24
|
)
|
|
$
|
0.69
|
|
|
$
|
(11.37
|
)
|
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
|||
Securities granted under the 2005 Stock Incentive Plan
|
|
8,298
|
|
|
3,223
|
|
|
7,039
|
|
|
Securities convertible under the Senior Convertible Notes
|
|
—
|
|
|
—
|
|
|
14,017
|
|
(a)
|
Total
|
|
8,298
|
|
|
3,223
|
|
|
21,056
|
|
|
(In millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Raw materials
|
|
$
|
766
|
|
|
$
|
801
|
|
Semi-finished products
|
|
841
|
|
|
1,053
|
|
||
Finished products
|
|
392
|
|
|
563
|
|
||
Supplies and sundry items
|
|
75
|
|
|
79
|
|
||
Total
|
|
$
|
2,074
|
|
|
$
|
2,496
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||
(In millions)
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
Federal
|
|
$
|
(29
|
)
|
|
$
|
168
|
|
|
$
|
139
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
80
|
|
|
$
|
(210
|
)
|
|
$
|
(194
|
)
|
|
$
|
(404
|
)
|
State and local
|
|
(5
|
)
|
|
33
|
|
|
28
|
|
|
(9
|
)
|
|
(29
|
)
|
|
(38
|
)
|
|
8
|
|
|
(50
|
)
|
|
(42
|
)
|
|||||||||
Foreign
|
|
4
|
|
|
12
|
|
|
16
|
|
|
1
|
|
|
25
|
|
|
26
|
|
|
1
|
|
|
(142
|
)
|
|
(141
|
)
|
|||||||||
Total
|
|
$
|
(30
|
)
|
|
$
|
213
|
|
|
$
|
183
|
|
|
$
|
(8
|
)
|
|
$
|
76
|
|
|
$
|
68
|
|
|
$
|
(201
|
)
|
|
$
|
(386
|
)
|
|
$
|
(587
|
)
|
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Statutory rate applied to income (loss) before income taxes
|
|
$
|
(511
|
)
|
|
$
|
59
|
|
|
$
|
(781
|
)
|
Valuation allowance
|
|
804
|
|
|
—
|
|
|
—
|
|
|||
Excess percentage depletion
|
|
(49
|
)
|
|
(99
|
)
|
|
(94
|
)
|
|||
State and local income taxes after federal income tax effects
|
|
(42
|
)
|
|
(25
|
)
|
|
(27
|
)
|
|||
Adjustments of prior years’ federal income taxes
|
|
(23
|
)
|
|
(10
|
)
|
|
9
|
|
|||
Tax credits
|
|
(7
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|||
Effects of foreign operations
|
|
5
|
|
|
25
|
|
|
467
|
|
|||
Loss on deconsolidation of USSC
|
|
—
|
|
|
116
|
|
|
—
|
|
|||
Worthless stock loss and bad debt deduction
|
|
—
|
|
|
—
|
|
|
(444
|
)
|
|||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
410
|
|
|||
Tax accounting benefit related to increase in OCI
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|||
Deduction for domestic production activities
|
|
—
|
|
|
—
|
|
|
12
|
|
|||
Other
|
|
6
|
|
|
6
|
|
|
6
|
|
|||
Total provision (benefit)
|
|
$
|
183
|
|
|
$
|
68
|
|
|
$
|
(587
|
)
|
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized tax benefits, beginning of year
|
|
$
|
112
|
|
|
$
|
127
|
|
|
$
|
85
|
|
Increases – tax positions taken in prior years
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Decreases – tax positions taken in prior years
|
|
(5
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|||
Increases – current tax positions
|
|
—
|
|
|
1
|
|
|
70
|
|
|||
Settlements
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|||
Lapse of statute of limitations
|
|
(7
|
)
|
|
(9
|
)
|
|
(23
|
)
|
|||
Unrecognized tax benefits, end of year
|
|
$
|
74
|
|
|
$
|
112
|
|
|
$
|
127
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Federal tax loss carryforwards (expiring in 2033 through 2035)
|
|
$
|
466
|
|
|
$
|
293
|
|
State tax credit carryforwards (expiring in 2018 through 2029)
|
|
11
|
|
|
11
|
|
||
State tax loss carryforwards (expiring in 2016 through 2035)
|
|
60
|
|
|
41
|
|
||
Minimum tax credit carryforwards
|
|
128
|
|
|
123
|
|
||
General business credit carryforwards (expiring in 2025 through 2035)
|
|
77
|
|
|
75
|
|
||
Foreign tax loss and credit carryforwards (expiring in 2017 through 2034)
|
|
16
|
|
|
16
|
|
||
Employee benefits
|
|
623
|
|
|
745
|
|
||
Receivables, payables and debt
|
|
33
|
|
|
59
|
|
||
Expected federal benefit for deducting state deferred income taxes
|
|
2
|
|
|
22
|
|
||
Inventory
|
|
123
|
|
|
20
|
|
||
Contingencies and accrued liabilities
|
|
95
|
|
|
114
|
|
||
Investments in subsidiaries and equity investees
|
|
259
|
|
|
57
|
|
||
Valuation allowance
|
|
(808
|
)
|
|
(5
|
)
|
||
Total deferred tax assets
|
|
1,085
|
|
|
1,571
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
1,035
|
|
|
1,117
|
|
||
Future reduction of foreign tax credits
|
|
6
|
|
|
18
|
|
||
Indefinite-lived intangible assets
|
|
29
|
|
|
29
|
|
||
Other temporary differences
|
|
29
|
|
|
60
|
|
||
Total deferred tax liabilities
|
|
1,099
|
|
|
1,224
|
|
||
Net deferred tax (liability) asset
|
|
$
|
(14
|
)
|
|
$
|
347
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
2015
|
|
2014
|
||||
Equity method investments
|
|
$
|
502
|
|
|
$
|
532
|
|
Receivables due after one year, less allowance of $7 and $8
|
|
33
|
|
|
39
|
|
||
Other
|
|
5
|
|
|
6
|
|
||
Total
|
|
$
|
540
|
|
|
$
|
577
|
|
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income data – year ended December 31:
|
|
|
|
|
|
|
||||||
Net Sales
|
|
$
|
3,176
|
|
|
$
|
3,794
|
|
|
$
|
3,735
|
|
Operating income
|
|
529
|
|
|
584
|
|
|
449
|
|
|||
Net income
|
|
491
|
|
|
545
|
|
|
413
|
|
|||
Balance sheet date – December 31:
|
|
|
|
|
|
|
||||||
Current Assets
|
|
$
|
732
|
|
|
$
|
886
|
|
|
|
||
Noncurrent Assets
|
|
988
|
|
|
1,694
|
|
|
|
||||
Current liabilities
|
|
485
|
|
|
642
|
|
|
|
||||
Noncurrent Liabilities
|
|
490
|
|
|
722
|
|
|
|
(Dollars in millions)
|
|
PRO-TEC Coating Company
|
|
Tilden Mining Company, L.C.
|
|
Others
|
|
Total
|
||||||||
Net Sales
|
|
$
|
1,271
|
|
|
$
|
1,209
|
|
|
$
|
1,314
|
|
|
$
|
3,794
|
|
Operating income
|
|
69
|
|
|
450
|
|
|
65
|
|
|
584
|
|
||||
Net income
|
|
50
|
|
|
451
|
|
|
44
|
|
|
545
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Percentage of ownership in equity investees
|
|
50
|
%
|
|
15
|
%
|
|
5% - 50%
|
|
|
|
|||||
Equity in net income of affiliated companies, before consolidating and reconciling adjustments
|
|
$
|
25
|
|
|
$
|
68
|
|
|
$
|
39
|
|
|
$
|
132
|
|
Consolidation and reconciling adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Intercompany profit elimination
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||
Write-down of investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Basis adjustments
|
|
6
|
|
|
(1
|
)
|
|
(11
|
)
|
|
(6
|
)
|
||||
Other
|
|
7
|
|
|
20
|
|
|
(2
|
)
|
|
25
|
|
||||
Equity in net income of affiliated companies
|
|
$
|
38
|
|
|
$
|
78
|
|
|
$
|
26
|
|
|
$
|
142
|
|
Investee
|
Country
|
December 31, 2015
Interest |
|
Acero Prime, S. R. L. de CV
|
Mexico
|
40
|
%
|
Apolo Tubulars S.A.
|
Brazil
|
50
|
%
|
Chrome Deposit Corporation
|
United States
|
50
|
%
|
Daniel Ross Bridge, LLC
|
United States
|
50
|
%
|
Double G Coatings Company L.P.
|
United States
|
50
|
%
|
Feralloy Processing Company
|
United States
|
49
|
%
|
Hibbing Development Company
|
United States
|
24.1
|
%
|
Hibbing Taconite Company
(a)
|
United States
|
14.7
|
%
|
Leeds Retail Center, LLC
|
United States
|
35.6
|
%
|
Patriot Premium Threading Services
|
United States
|
50
|
%
|
PRO-TEC Coating Company
|
United States
|
50
|
%
|
Strategic Investment Fund Partners II
(b)
|
United States
|
5.2
|
%
|
Swan Point Development Company, Inc.
|
United States
|
50
|
%
|
Tilden Mining Company, L.C.
(c)
|
United States
|
15
|
%
|
USS-POSCO Industries
|
United States
|
50
|
%
|
Worthington Specialty Processing
|
United States
|
49
|
%
|
(a)
|
Hibbing Taconite Company (HTC) is an unincorporated joint venture that is owned, in part, by Hibbing Development Company (HDC),
|
(b)
|
Strategic Investment Fund Partners I and II are limited partnerships and in accordance with ASC Topic 323, the financial activities are accounted for using the equity method.
|
(c)
|
Tilden Mining Company, L.C. is a limited liability company and in accordance with ASC Topic 323 “Partnerships and Unincorporated Joint Ventures,” (ASC Topic 323) its financial activities are accounted for using the equity method.
|
|
|
|
|
December 31,
|
|||||||
(In millions)
|
|
Useful Lives
|
|
2015
|
|
2014
|
|||||
Land and depletable property
|
|
—
|
|
|
$
|
198
|
|
|
$
|
196
|
|
Buildings
|
|
35 years
|
|
|
1,036
|
|
|
1,101
|
|
||
Machinery and equipment
|
|
1-22 years
|
|
|
12,220
|
|
|
13,072
|
|
||
Information technology
|
|
5-6 years
|
|
|
763
|
|
|
734
|
|
||
Assets under capital lease
|
|
5-15 years
|
|
|
36
|
|
|
36
|
|
||
Total
|
|
|
|
14,253
|
|
|
15,139
|
|
|||
Less accumulated depreciation and depletion
|
|
|
|
9,842
|
|
|
10,565
|
|
|||
Net
|
|
|
|
$
|
4,411
|
|
|
$
|
4,574
|
|
|
|
|
|
As of December 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
|
|
|
$
|
52
|
|
|
$
|
80
|
|
|
$
|
132
|
|
|
$
|
46
|
|
|
$
|
86
|
|
Other
|
|
2-20 Years
|
|
17
|
|
|
8
|
|
|
9
|
|
|
23
|
|
|
13
|
|
|
10
|
|
||||||
Total amortizable intangible assets
|
|
|
|
$
|
149
|
|
|
$
|
60
|
|
|
$
|
89
|
|
|
$
|
155
|
|
|
$
|
59
|
|
|
$
|
96
|
|
|
|
Executive Stock Options
|
|
Non-executive Stock
Options |
|
Restricted Stock Units
|
|
TSR Performance Awards
|
|
ROCE Performance Awards
|
|||||
2015 Grants
|
|
493,430
|
|
|
1,145,110
|
|
|
807,432
|
|
|
273,560
|
|
|
—
|
|
2014 Grants
|
|
461,960
|
|
|
1,054,480
|
|
|
746,430
|
|
|
282,770
|
|
|
262,800
|
|
2013 Grants
|
|
838,610
|
|
|
971,860
|
|
|
1,043,420
|
|
|
271,960
|
|
|
—
|
|
(In millions, except per share amounts)
|
|
Year Ended
December 31, 2015 |
|
Year Ended
December 31, 2014 |
|
Year Ended
December 31, 2013 |
||||||
Stock-based compensation expense recognized:
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
$
|
14
|
|
|
$
|
12
|
|
|
$
|
10
|
|
Selling, general and administrative expenses
|
|
23
|
|
|
23
|
|
|
23
|
|
|||
Total
|
|
37
|
|
|
35
|
|
|
33
|
|
|||
Related deferred income tax benefit
|
|
13
|
|
|
12
|
|
|
12
|
|
|||
Decrease in net income
|
|
$
|
24
|
|
|
$
|
23
|
|
|
$
|
21
|
|
Decrease in basic earnings per share
|
|
0.16
|
|
|
0.15
|
|
|
0.14
|
|
|||
Decrease in diluted earnings per share
|
|
0.16
|
|
|
0.15
|
|
|
0.14
|
|
Black-Scholes Assumptions
(a)
|
|
2015 Grants
|
|
2014 Grants
|
|
2013 Executive Grants
|
|
2013 Non-Executive Grants
|
||||||||
Grant date price per share of option award
|
|
$
|
24.74
|
|
|
$
|
24.30
|
|
|
$
|
18.62
|
|
|
$
|
18.64
|
|
Exercise price per share of option award
|
|
$
|
24.74
|
|
|
$
|
24.30
|
|
|
$
|
25.03
|
|
|
$
|
18.64
|
|
Expected annual dividends per share
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
Expected life in years
|
|
5.0
|
|
|
5.0
|
|
|
5.0
|
|
|
5.0
|
|
||||
Expected volatility
|
|
47
|
%
|
|
49
|
%
|
|
66
|
%
|
|
67
|
%
|
||||
Risk-free interest rate
|
|
1.6
|
%
|
|
1.6
|
%
|
|
1.3
|
%
|
|
1.0
|
%
|
||||
Average grant date fair value per share of unvested option awards as calculated from above
|
|
$
|
10.02
|
|
|
$
|
9.94
|
|
|
$
|
8.44
|
|
|
$
|
9.70
|
|
|
|
Shares
|
|
Weighted-
Average Exercise Price (per share) |
|
Weighted-
Average Remaining Contractual Term (in years) |
|
Aggregate
Intrinsic Value (in millions) |
|||||
Outstanding at January 1, 2015
|
|
5,750,989
|
|
|
$
|
35.53
|
|
|
|
|
|
||
Granted
|
|
1,638,540
|
|
|
$
|
24.74
|
|
|
|
|
|
||
Exercised
|
|
(40,322
|
)
|
|
$
|
20.61
|
|
|
|
|
|
||
Forfeited or expired
|
|
(483,366
|
)
|
|
$
|
30.54
|
|
|
|
|
|
||
Outstanding at December 31, 2015
|
|
6,865,841
|
|
|
$
|
33.39
|
|
|
6.0
|
|
$
|
—
|
|
Exercisable at December 31, 2015
|
|
4,164,888
|
|
|
$
|
39.39
|
|
|
4.4
|
|
$
|
—
|
|
Exercisable and expected to vest at December 31, 2015
|
|
6,535,153
|
|
|
$
|
33.86
|
|
|
5.8
|
|
$
|
—
|
|
Performance Period
|
|
Fair Value
(in millions) |
|
Minimum
Shares |
|
Target
Shares |
|
Maximum
Shares |
|||||
2015 - 2018
|
|
$
|
6
|
|
|
—
|
|
|
251,167
|
|
|
502,334
|
|
2014 - 2017
|
|
|
|
|
|
|
|
|
|||||
TSR
|
|
$
|
5
|
|
|
—
|
|
|
228,040
|
|
|
456,080
|
|
ROCE
|
|
$
|
5
|
|
|
—
|
|
|
212,036
|
|
|
424,072
|
|
2013 - 2016
|
|
$
|
3
|
|
|
—
|
|
|
122,660
|
|
|
245,320
|
|
|
|
Restricted
Stock Units |
|
TSR Performance
Awards (a) |
|
ROCE Performance
Awards (a) |
|
Total
|
|
Weighted-
Average Grant-Date Fair Value |
||||||
Nonvested at January 1, 2015
|
|
1,456,056
|
|
|
630,530
|
|
|
237,791
|
|
|
2,324,377
|
|
|
$
|
22.46
|
|
Granted
|
|
807,432
|
|
|
273,560
|
|
|
—
|
|
|
1,080,992
|
|
|
24.63
|
|
|
Vested
|
|
(658,175
|
)
|
|
—
|
|
|
—
|
|
|
(658,175
|
)
|
|
21.72
|
|
|
Performance adjustment factor
(b)
|
|
—
|
|
|
(209,998
|
)
|
|
—
|
|
|
(209,998
|
)
|
|
25.20
|
|
|
Forfeited or expired
|
|
(172,744
|
)
|
|
(92,225
|
)
|
|
(25,755
|
)
|
|
(290,724
|
)
|
|
23.19
|
|
|
Nonvested at December 31, 2015
|
|
1,432,569
|
|
|
601,867
|
|
|
212,036
|
|
|
2,246,472
|
|
|
$
|
23.37
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Number of awards granted
|
|
1,080,992
|
|
|
1,292,000
|
|
|
1,315,380
|
|
|||
Weighted-average grant-date fair value per share
|
|
$
|
24.63
|
|
|
$
|
23.80
|
|
|
$
|
19.20
|
|
|
|
|
|
Fair Value
|
||||||
(In millions)
|
|
Balance Sheet
Location |
|
December 31, 2015
|
|
December 31, 2014
|
||||
Foreign exchange forward contracts
|
|
Accounts receivable
|
|
$
|
4
|
|
|
$
|
31
|
|
Foreign exchange forward contracts
|
|
Accounts payable
|
|
$
|
1
|
|
|
$
|
—
|
|
|
|
Statement of
Operations Location |
|
Amount of Gain
(Loss) |
||||||||||
(In millions)
|
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|||||||
Foreign exchange forward contracts
|
|
Other financial costs
|
|
$
|
39
|
|
|
$
|
50
|
|
|
$
|
(14
|
)
|
|
|
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
Interest
Rates % |
|
Maturity
|
|
2015
|
|
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
|
|
||
Environmental Revenue Bonds
|
|
5.50 - 6.88
|
|
2016 - 2042
|
|
490
|
|
|
549
|
|
||
Recovery Zone Facility Bonds
|
|
6.75
|
|
2040
|
|
70
|
|
|
70
|
|
||
Fairfield Caster Lease
|
|
|
|
2022
|
|
30
|
|
|
33
|
|
||
Other capital leases and all other obligations
|
|
|
|
2019
|
|
1
|
|
|
—
|
|
||
Third Amended and Restated Credit Agreement
|
|
Variable
|
|
2020
|
|
—
|
|
|
N/A
|
|
||
Amended Credit Agreement
|
|
Variable
|
|
N/A
|
|
N/A
|
|
|
—
|
|
||
USSK Revolver
|
|
Variable
|
|
2016
|
|
—
|
|
|
—
|
|
||
USSK credit facilities
|
|
Variable
|
|
2016 - 2018
|
|
—
|
|
|
—
|
|
||
Total Debt
|
|
|
|
|
|
3,166
|
|
|
3,543
|
|
||
Less unamortized discount
|
|
|
|
|
|
5
|
|
|
45
|
|
||
Less short-term debt and long-term debt due within one year
|
|
|
|
|
|
45
|
|
|
378
|
|
||
Long-term debt
|
|
|
|
|
|
$
|
3,116
|
|
|
$
|
3,120
|
|
(In millions)
|
|
2014
|
||
Balance of accounts receivable-net, eligible for sale to third-parties
|
|
$
|
1,013
|
|
Accounts receivable sold to third-parties
|
|
—
|
|
|
Balance included in Receivables on the balance sheet of U. S. Steel
|
|
$
|
1,013
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Later
Years |
|
Total
|
||||||||||||||
$
|
45
|
|
|
$
|
500
|
|
|
$
|
503
|
|
|
$
|
59
|
|
|
$
|
604
|
|
|
$
|
1,455
|
|
|
$
|
3,166
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Change in benefit obligations
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligations at January 1
|
|
$
|
7,319
|
|
|
$
|
10,257
|
|
|
$
|
2,715
|
|
|
$
|
3,378
|
|
Service cost
|
|
102
|
|
|
106
|
|
|
21
|
|
|
22
|
|
||||
Interest cost
|
|
263
|
|
|
396
|
|
|
97
|
|
|
132
|
|
||||
Deconsolidation of USSC
|
|
—
|
|
|
(3,026
|
)
|
|
—
|
|
|
(713
|
)
|
||||
Plan amendments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
||||
Actuarial (gains) losses
|
|
(402
|
)
|
|
590
|
|
|
(318
|
)
|
|
220
|
|
||||
Exchange rate (gain)/loss
|
|
(3
|
)
|
|
(124
|
)
|
|
2
|
|
|
(28
|
)
|
||||
Settlements, curtailments and termination benefits
|
|
(207
|
)
|
|
(74
|
)
|
|
—
|
|
|
(12
|
)
|
||||
Benefits paid
|
|
(698
|
)
|
|
(806
|
)
|
|
(207
|
)
|
|
(236
|
)
|
||||
Benefit obligations at December 31
|
|
$
|
6,374
|
|
|
$
|
7,319
|
|
|
$
|
2,310
|
|
|
$
|
2,715
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan at January 1
|
|
$
|
6,353
|
|
|
$
|
9,122
|
|
|
$
|
2,120
|
|
|
$
|
1,970
|
|
Actual return on plan assets
|
|
(22
|
)
|
|
663
|
|
|
(8
|
)
|
|
189
|
|
||||
Employer contributions
|
|
—
|
|
|
187
|
|
|
10
|
|
|
—
|
|
||||
Exchange rate loss
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
||||
Deconsolidation of USSC
|
|
—
|
|
|
(2,720
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid from plan assets
|
|
(692
|
)
|
|
(793
|
)
|
|
(132
|
)
|
|
(39
|
)
|
||||
Fair value of plan assets at December 31
|
|
$
|
5,639
|
|
|
$
|
6,353
|
|
|
$
|
1,990
|
|
|
$
|
2,120
|
|
Funded status of plans at December 31
|
|
$
|
(735
|
)
|
|
$
|
(966
|
)
|
|
$
|
(320
|
)
|
|
$
|
(595
|
)
|
|
|
|
|
2015
|
|
|
||||||||||
(In millions)
|
|
12/31/2014
|
|
Amortization
|
|
Activity
|
|
12/31/2015
|
||||||||
Pensions
|
|
|
|
|
||||||||||||
Prior Service Cost
|
|
$
|
45
|
|
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
28
|
|
Actuarial Losses
|
|
2,828
|
|
|
(241
|
)
|
|
(156
|
)
|
|
2,431
|
|
||||
Other Benefits
|
|
|
|
|
|
|
|
|
||||||||
Prior Service Cost
|
|
(180
|
)
|
|
6
|
|
|
7
|
|
|
(167
|
)
|
||||
Actuarial Losses
|
|
255
|
|
|
(7
|
)
|
|
(154
|
)
|
|
94
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
(6
|
)
|
|
(158
|
)
|
|
(66
|
)
|
|
(389
|
)
|
||||
Noncurrent liabilities
|
|
(729
|
)
|
|
(808
|
)
|
|
(254
|
)
|
|
(206
|
)
|
||||
Accumulated other comprehensive loss
(a)
|
|
2,459
|
|
|
2,873
|
|
|
(73
|
)
|
|
75
|
|
||||
Net amount recognized
|
|
$
|
1,724
|
|
|
$
|
1,907
|
|
|
$
|
(393
|
)
|
|
$
|
(520
|
)
|
(a)
|
Accumulated other comprehensive loss effects associated with accounting for pensions and other benefits in accordance with ASC Topic 715 at December 31,
2015
and December 31,
2014
, respectively, are reflected net of tax of
$938 million
and
$1,152 million
respectively, on the Consolidated Statements of Stockholders’ Equity.
|
|
|
December 31,
|
||||||
(In millions)
|
|
2015
|
|
2014
|
||||
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
||||
Aggregate accumulated benefit obligations (ABO)
|
|
$
|
(6,166
|
)
|
|
$
|
(6,847
|
)
|
Aggregate projected benefit obligations (PBO)
|
|
(6,374
|
)
|
|
(7,319
|
)
|
||
Aggregate fair value of plan assets
|
|
5,639
|
|
|
6,353
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
102
|
|
|
$
|
106
|
|
|
$
|
128
|
|
|
$
|
21
|
|
|
$
|
22
|
|
|
$
|
27
|
|
Interest cost
|
|
263
|
|
|
396
|
|
|
403
|
|
|
97
|
|
|
132
|
|
|
141
|
|
||||||
Expected return on plan assets
|
|
(435
|
)
|
|
(563
|
)
|
|
(611
|
)
|
|
(155
|
)
|
|
(143
|
)
|
|
(131
|
)
|
||||||
Amortization - prior service costs
|
|
17
|
|
|
22
|
|
|
24
|
|
|
(6
|
)
|
|
(16
|
)
|
|
(13
|
)
|
||||||
- actuarial losses (gains)
|
|
241
|
|
|
271
|
|
|
367
|
|
|
7
|
|
|
(1
|
)
|
|
31
|
|
||||||
Net periodic benefit cost (benefit), excluding below
|
|
188
|
|
|
232
|
|
|
311
|
|
|
(36
|
)
|
|
(6
|
)
|
|
55
|
|
||||||
Multiemployer plans
(a)
|
|
68
|
|
|
76
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement, termination and curtailment losses/(gains)
|
|
35
|
|
|
29
|
|
|
11
|
|
|
(4
|
)
|
|
(19
|
)
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
291
|
|
|
$
|
337
|
|
|
$
|
396
|
|
|
$
|
(40
|
)
|
|
$
|
(25
|
)
|
|
$
|
55
|
|
(a)
|
Primarily represents pension expense for the SPT covering United Steelworkers (USW) employees hired from National Steel Corporation and new USW employees hired after May 21, 2003.
|
(In millions)
|
|
Pension
Benefits 2016 |
|
Other
Benefits 2016 |
||||
Amortization of actuarial loss
|
|
$
|
129
|
|
|
$
|
3
|
|
Amortization of prior service cost
|
|
11
|
|
|
10
|
|
||
Total recognized from accumulated other comprehensive income
|
|
$
|
140
|
|
|
$
|
13
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
|
2015
|
2014
|
|
2015
|
2014
|
||||||
|
|
U.S. and Europe
|
|
U.S. and Europe
|
|
U.S.
|
|
U.S.
|
||||
Actuarial assumptions used to determine benefit obligations at December 31:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
4.25
|
%
|
|
3.75
|
%
|
|
4.25
|
%
|
|
3.75
|
%
|
Increase in compensation rate
|
|
2.60
|
%
|
|
3.00
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
|
Pension Benefits
|
||||||||||
|
|
2015
|
2014
|
|
2013
|
|||||||
|
|
U.S. and Europe
|
|
U.S. and Europe
|
|
U.S. and Europe
|
|
Canada
|
||||
Actuarial assumptions used to determine net periodic benefit cost for the year ended December 31:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
3.75
|
%
|
|
4.50
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
Expected annual return on plan assets
|
|
7.50
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
7.25
|
%
|
Increase in compensation rate
|
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
|
Other Benefits
|
||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
|
U.S.
|
|
U.S.
|
|
U.S.
|
|
Canada
|
||||
Discount rate
|
|
3.75
|
%
|
|
4.50
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
Expected annual return on plan assets
|
|
7.50
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
n/a
|
|
Increase in compensation rate
|
|
3.50
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
3.00
|
%
|
|
|
2015
|
|
2014
|
Assumed health care cost trend rates at December 31:
|
|
U.S.
|
|
U.S.
|
Health care cost trend rate assumed for next year
|
|
7.00%
|
|
7.00%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
5.00%
|
|
5.00%
|
Year that the rate reaches the ultimate trend rate
|
|
2020
|
|
2019
|
(In millions)
|
|
1-Percentage-
Point Increase |
|
1-Percentage-
Point Decrease |
||||
Expected return on plan assets
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension costs for 2016
|
|
$
|
(76
|
)
|
|
$
|
76
|
|
Discount rate
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension & other benefits costs for 2016
|
|
$
|
(12
|
)
|
|
$
|
8
|
|
Pension & other benefits liabilities at December 31, 2015
|
|
$
|
(733
|
)
|
|
$
|
863
|
|
Health care cost escalation trend rates
|
|
|
|
|
||||
Incremental increase (decrease) in:
|
|
|
|
|
||||
Other postretirement benefit obligations
|
|
$
|
94
|
|
|
$
|
(81
|
)
|
Service and interest costs components
|
|
$
|
4
|
|
|
$
|
(4
|
)
|
•
|
Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Partnership has the ability to access.
|
Level 1
|
|
Level 2
|
|
Level 3
|
Investment Trusts
|
|
Internally Managed Partnerships
|
|
Private Equities
|
Exchange-traded Funds
|
|
Non-public Investment Partnerships
|
|
Timberlands
|
Short-term Investments
|
|
|
|
Real Estate
|
Equity Securities - U.S.
|
|
|
|
Mineral Interests
|
|
|
Fair Value Measurements at December 31, 2015 (in millions)
|
||||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets (Level 1) |
|
Significant
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Asset Classes
|
|
|
|
|
|
|
|
|
||||||||
Interest in Internally Managed Partnership – Fixed Income
(a)
|
|
$
|
1,550
|
|
|
$
|
—
|
|
|
$
|
1,550
|
|
|
$
|
—
|
|
Interest in Internally Managed Partnership – Equity
(b)
|
|
2,350
|
|
|
—
|
|
|
2,350
|
|
|
—
|
|
||||
Interest in Investment Partnerships
(c)
|
|
594
|
|
|
—
|
|
|
594
|
|
|
—
|
|
||||
Timberlands
|
|
282
|
|
|
—
|
|
|
—
|
|
|
282
|
|
||||
Private equities
|
|
280
|
|
|
—
|
|
|
—
|
|
|
280
|
|
||||
Real estate
|
|
307
|
|
|
—
|
|
|
—
|
|
|
307
|
|
||||
Other
(d)
|
|
276
|
|
|
273
|
|
|
—
|
|
|
3
|
|
||||
Total
|
|
$
|
5,639
|
|
|
$
|
273
|
|
|
$
|
4,494
|
|
|
$
|
872
|
|
(a)
|
UCF Fixed Income Fund LP
– a Delaware limited partnership that offers interests to employee benefit plans for which United States Steel and Carnegie Pension Fund (UCF) acts as trustee, investment advisor and/or investment manager. Looking through the limited partnership, the plan’s holdings are as follows:
|
Debt Securities – U.S.
|
$
|
1,070
|
|
Government Bonds – U.S.
|
562
|
|
|
Agency Mortgages
|
37
|
|
|
Other
(1)
|
(119
|
)
|
|
Total
|
$
|
1,550
|
|
(b)
|
UCF Equity Fund LP
– a Delaware limited partnership that offers interests to employee benefit plans for which UCF acts as trustee, investment advisor and/or investment manager. Looking through the limited partnership, the plan’s holdings are as follows:
|
Equity Securities – U.S.
|
$
|
2,091
|
|
Equity Securities – Foreign
|
107
|
|
|
Other
(2)
|
152
|
|
|
Total
|
$
|
2,350
|
|
(c)
|
Private investment partnerships whose investment objectives are to achieve long-term capital appreciation by investing in global equity markets.
|
(d)
|
Asset categories that are greater than
3%
of investments at fair value are disclosed separately. All Other includes interests in investment trusts, exchange-traded funds, short-term investments, mineral interests and miscellaneous receivables and payables.
|
|
|
Fair Value Measurements at December 31, 2014 (in millions)
|
||||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets (Level 1) |
|
Significant
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Asset Classes
|
|
|
|
|
|
|
|
|
||||||||
Interest in Internally Managed Partnership – Fixed Income
(a)
|
|
$
|
1,800
|
|
|
$
|
—
|
|
|
$
|
1,800
|
|
|
$
|
—
|
|
Interest in Internally Managed Partnership – Equity
(b)
|
|
2,643
|
|
|
—
|
|
|
2,643
|
|
|
—
|
|
||||
Interest in Investment Partnerships
(c)
|
|
642
|
|
|
—
|
|
|
642
|
|
|
—
|
|
||||
Timberlands
|
|
333
|
|
|
—
|
|
|
—
|
|
|
333
|
|
||||
Private equities
|
|
303
|
|
|
—
|
|
|
—
|
|
|
303
|
|
||||
Real estate
|
|
300
|
|
|
—
|
|
|
—
|
|
|
300
|
|
||||
Other
(d)
|
|
332
|
|
|
328
|
|
|
—
|
|
|
4
|
|
||||
Total
|
|
$
|
6,353
|
|
|
$
|
328
|
|
|
$
|
5,085
|
|
|
$
|
940
|
|
(a)
|
UCF Fixed Income Fund LP
-
a Delaware limited partnership that offers interests to employee benefit plans for which UCF acts as trustee, investment advisor and/or investment manager. Looking through the limited partnership, the plan’s holdings are as follows:
|
Debt Securities – U.S.
|
$
|
1,265
|
|
Government Bonds – U.S.
|
472
|
|
|
Agency Mortgages
|
49
|
|
|
Other
(1)
|
14
|
|
|
Total
|
$
|
1,800
|
|
(b)
|
UCF Equity Fund LP
-
a Delaware limited partnership that offers interests to employee benefit plans for which UCF acts as trustee, investment advisor and/or investment manager. Looking through the limited partnership, the plan’s holdings are as follows:
|
Equity Securities – U.S.
|
$
|
2,441
|
|
Equity Securities – Foreign
|
126
|
|
|
Other
(2)
|
76
|
|
|
Total
|
$
|
2,643
|
|
(c)
|
Private investment partnerships whose investment objectives are to achieve long-term capital appreciation by investing in global equity markets.
|
(d)
|
Asset categories that are greater than
3%
of investments at fair value are disclosed separately. All Other includes interests in investment trusts, exchange-traded funds, equity securities – U.S., short-term investments, mineral interests and miscellaneous receivables and payables.
|
|
|
Level 3 assets only |
||||||
(In millions)
|
|
2015
|
|
2014
|
||||
Balance at beginning of period
|
|
$
|
940
|
|
|
$
|
913
|
|
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
||
Deconsolidation of USSC
|
|
—
|
|
|
(14
|
)
|
||
Actual return on plan assets:
|
|
|
|
|
||||
Realized gain
|
|
87
|
|
|
51
|
|
||
Net unrealized (loss)/gain
|
|
(65
|
)
|
|
49
|
|
||
Purchases, sales, issuances and settlements:
|
|
|
|
|
||||
Purchases
|
|
94
|
|
|
89
|
|
||
Sales
|
|
(184
|
)
|
|
(148
|
)
|
||
Balance at end of period
|
|
$
|
872
|
|
|
$
|
940
|
|
|
|
Fair Value Measurements at December 31, 2015 (in millions)
|
||||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets (Level 1) |
|
Significant
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Asset Classes
|
|
|
|
|
|
|
|
|
||||||||
Interest in Internally Managed Partnership – Fixed Income
(a)
|
|
$
|
692
|
|
|
$
|
—
|
|
|
$
|
692
|
|
|
$
|
—
|
|
Interest in Internally Managed Partnership – Equity
(b)
|
|
973
|
|
|
—
|
|
|
973
|
|
|
—
|
|
||||
Interest in Investment Partnerships
(c)
|
|
125
|
|
|
—
|
|
|
125
|
|
|
—
|
|
||||
Private equities
|
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
||||
Other
(d)
|
|
140
|
|
|
58
|
|
|
—
|
|
|
82
|
|
||||
Total
|
|
$
|
1,990
|
|
|
$
|
58
|
|
|
$
|
1,790
|
|
|
$
|
142
|
|
(a)
|
UCF Fixed Income Fund LP –
a Delaware limited partnership that offers interests to employee benefit plans for which UCF acts as trustee, investment advisor and/or investment manager. Looking through the limited partnership, the plan’s holdings are as follows:
|
Debt Securities – U.S.
|
$
|
346
|
|
Government Bonds – U.S.
|
181
|
|
|
Agency Mortgages
|
12
|
|
|
Other
(1)
|
153
|
|
|
Total
|
$
|
692
|
|
(b)
|
UCF Equity Fund LP –
a Delaware limited partnership that offers interests to employee benefit plans for which UCF acts as trustee, investment advisor and/or investment manager. Looking through the limited partnership, the plan’s holdings are as follows:
|
Equity Securities – U.S.
|
$
|
1,033
|
|
Equity Securities – Foreign
|
53
|
|
|
Other
(2)
|
(113
|
)
|
|
Total
|
$
|
973
|
|
(c)
|
Private investment partnerships whose investment objectives are to achieve long-term capital appreciation by investing in global equity markets.
|
(d)
|
Asset categories that are greater than
3%
of investments at fair value are disclosed separately. All Other includes short-term investments, exchange-traded funds, real estate, timberlands and miscellaneous receivables and payables.
|
|
|
Fair Value Measurements at December 31, 2014 (in millions)
|
||||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets (Level 1) |
|
Significant
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Asset Classes
|
|
|
|
|
|
|
|
|
||||||||
Interest in Internally Managed Partnership – Fixed Income
(a)
|
|
$
|
547
|
|
|
$
|
—
|
|
|
$
|
547
|
|
|
$
|
—
|
|
Interest in Internally Managed Partnership – Equity
(b)
|
|
1,265
|
|
|
—
|
|
|
1,265
|
|
|
—
|
|
||||
Interest in Investment Partnerships
(c)
|
|
134
|
|
|
—
|
|
|
134
|
|
|
—
|
|
||||
Other
(d)
|
|
174
|
|
|
47
|
|
|
—
|
|
|
127
|
|
||||
Total
|
|
$
|
2,120
|
|
|
$
|
47
|
|
|
$
|
1,946
|
|
|
$
|
127
|
|
(a)
|
UCF Fixed Income Fund LP
– a Delaware limited partnership that offers interests to employee benefit plans for which UCF acts as trustee, investment advisor and/or investment manager. Looking through the limited partnership, the plan’s holdings are as follows:
|
Debt Securities – U.S.
|
$
|
382
|
|
Government Bonds – U.S.
|
143
|
|
|
Agency Mortgages
|
15
|
|
|
Other
(1)
|
7
|
|
|
Total
|
$
|
547
|
|
(b)
|
UCF Equity Fund LP
– a Delaware limited partnership that offers interests to employee benefit plans for which UCF acts as trustee, investment advisor and/or investment manager. Looking through the limited partnership, the plan’s holdings are as follows:
|
Equity Securities – U.S.
|
$
|
1,161
|
|
Equity Securities – Foreign
|
60
|
|
|
Exchange-traded funds
|
—
|
|
|
Other
(2)
|
44
|
|
|
Total
|
$
|
1,265
|
|
(c)
|
Private investment partnerships whose investment objectives are to achieve long-term capital appreciation by investing in global equity markets.
|
(d)
|
Asset categories that are greater than
3%
of investments at fair value are disclosed separately. All Other includes short-term investments, exchange-traded funds, private equities, real estate, timberlands and miscellaneous receivables and payables.
|
|
|
Level 3 assets only |
||||||
(In millions)
|
|
2015
|
|
2014
|
||||
Balance at beginning of period
|
|
$
|
127
|
|
|
$
|
99
|
|
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
||
Actual return on plan assets:
|
|
|
|
|
||||
Realized gain
|
|
10
|
|
|
5
|
|
||
Net unrealized gain
|
|
3
|
|
|
7
|
|
||
Purchases, sales, issuances and settlements:
|
|
|
|
|
||||
Purchases
|
|
25
|
|
|
30
|
|
||
Sales
|
|
(23
|
)
|
|
(14
|
)
|
||
Balance at end of period
|
|
$
|
142
|
|
|
$
|
127
|
|
|
|
Employer
Identification Number/ Pension Plan Number |
|
Pension
Protection
Act Zone
Status as of December 31 (a) |
|
FIP/RP Status
Pending/ Implemented (b) |
|
U.S. Steel
Contributions (in millions) |
|
Surcharge
Imposed (c) |
|
Expiration Date
of Collective Bargaining Agreement |
||||||||||||||
Pension Fund
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
|||||||||||
Steelworkers Pension Trust
|
|
23-6648508/499
|
|
Green
|
|
Green
|
|
No
|
|
$
|
66
|
|
|
$
|
73
|
|
|
$
|
74
|
|
|
No
|
|
No
|
|
September 1, 2018
|
(a)
|
The zone status is based on information that U. S. Steel received from the plan and is certified by the plan’s actuary. Among other factors, plans in the green zone are at least
80 percent
funded, while plans in the yellow zone are less than
80 percent
funded and plans in the red zone are less than
65 percent
funded.
|
(b)
|
Indicates if a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented.
|
(c)
|
Indicates whether there were charges to U. S. Steel from the plan.
|
(In millions)
|
|
Pension
Benefits |
|
Other
Benefits |
||||
2016
|
|
$
|
580
|
|
|
$
|
198
|
|
2017
|
|
537
|
|
|
204
|
|
||
2018
|
|
512
|
|
|
180
|
|
||
2019
|
|
501
|
|
|
175
|
|
||
2020
|
|
485
|
|
|
169
|
|
||
Years 2021 - 2025
|
|
2,215
|
|
|
756
|
|
|
|
December 31,
|
|
||||||
(In millions)
|
|
2015
|
|
2014
|
|
||||
Balance at beginning of year
|
|
$
|
48
|
|
|
$
|
59
|
|
|
Additional obligations incurred
|
|
45
|
|
(a)
|
6
|
|
|
||
Obligations settled
|
|
(6
|
)
|
|
(19
|
)
|
(b)
|
||
Foreign currency translation effects
|
|
(1
|
)
|
|
(2
|
)
|
|
||
Accretion expense
|
|
3
|
|
|
4
|
|
|
||
Balance at end of period
|
|
$
|
89
|
|
|
$
|
48
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
(In millions)
|
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(a)
|
|
$
|
1,896
|
|
|
$
|
3,130
|
|
|
$
|
3,740
|
|
|
$
|
3,466
|
|
(In millions)
(a)
|
|
Pension and
Other Benefit
Items
|
|
Foreign
Currency
Items
|
|
Other
|
|
Total
|
||||||||
Balance at December 31, 2013
|
|
$
|
(2,127
|
)
|
|
$
|
375
|
|
|
$
|
—
|
|
|
$
|
(1,752
|
)
|
Other comprehensive (loss) before reclassifications
|
|
(395
|
)
|
|
(96
|
)
|
|
(5
|
)
|
|
(496
|
)
|
||||
Amounts reclassified from AOCI
|
|
177
|
|
(b)
|
162
|
|
(c)
|
—
|
|
|
339
|
|
||||
Deconsolidation of U. S. Steel Canada
(c)
|
|
493
|
|
|
(25
|
)
|
|
—
|
|
|
468
|
|
||||
Net current-period other comprehensive income (loss)
|
|
275
|
|
|
41
|
|
|
(5
|
)
|
|
311
|
|
||||
Balance at December 31, 2014
|
|
$
|
(1,852
|
)
|
|
$
|
416
|
|
|
$
|
(5
|
)
|
|
$
|
(1,441
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
196
|
|
|
(104
|
)
|
|
(25
|
)
|
|
67
|
|
||||
Amounts reclassified from AOCI
|
|
177
|
|
(b)
|
—
|
|
|
28
|
|
|
205
|
|
||||
Net current-period other comprehensive income (loss)
|
|
373
|
|
|
(104
|
)
|
|
3
|
|
|
272
|
|
||||
Balance at December 31, 2015
|
|
$
|
(1,479
|
)
|
|
$
|
312
|
|
|
$
|
(2
|
)
|
|
$
|
(1,169
|
)
|
|
|
|
|
Amount reclassified
from AOCI |
||||||||||
(In millions)
(a)
|
|
Details about AOCI components
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
Amortization of pension and other benefit items
|
|
|
|
|
|
|
||||||
|
|
Prior service costs
(b)
|
|
$
|
(11
|
)
|
|
$
|
(6
|
)
|
|
$
|
(11
|
)
|
|
|
Actuarial gains/(losses)
(b)
|
|
(265
|
)
|
|
(270
|
)
|
|
(398
|
)
|
|||
|
|
Settlements, termination and curtailment gains
(b)
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||
|
|
Total before tax
|
|
(276
|
)
|
|
(286
|
)
|
|
(409
|
)
|
|||
|
|
Tax benefit
|
|
99
|
|
|
109
|
|
|
143
|
|
|||
|
|
Net of tax
|
|
$
|
(177
|
)
|
|
$
|
(177
|
)
|
|
$
|
(266
|
)
|
(b)
|
These AOCI components are included in the computation of net periodic benefit cost (see Note 17 for additional details).
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash used in operating activities included:
|
|
|
|
|
|
|
||||||
Interest and other financial costs paid (net of amount capitalized)
|
|
$
|
(229
|
)
|
|
$
|
(236
|
)
|
|
$
|
(238
|
)
|
Income taxes refunded (paid)
|
|
$
|
—
|
|
|
$
|
157
|
|
|
$
|
(20
|
)
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Change in accrued capital expenditures
(a)
|
|
$
|
59
|
|
|
$
|
12
|
|
|
$
|
(7
|
)
|
Assets acquired under capital lease
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U. S. Steel common stock issued for employee stock plans
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(In millions)
|
|
Capital
Leases |
|
Operating
Leases |
||||
2016
|
|
$
|
5
|
|
|
$
|
85
|
|
2017
|
|
5
|
|
|
71
|
|
||
2018
|
|
5
|
|
|
43
|
|
||
2019
|
|
5
|
|
|
17
|
|
||
2020
|
|
5
|
|
|
6
|
|
||
Later years
|
|
17
|
|
|
26
|
|
||
Sublease rentals
|
|
—
|
|
|
—
|
|
||
Total minimum lease payments
|
|
$
|
42
|
|
|
$
|
248
|
|
Less imputed interest costs
|
|
11
|
|
|
|
|||
Present value of net minimum lease payments included in long-term debt (see Note 16)
|
|
$
|
31
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Minimum rentals
|
|
$
|
117
|
|
|
$
|
111
|
|
|
$
|
111
|
|
Contingent rentals
|
|
11
|
|
|
12
|
|
|
11
|
|
|||
Sublease rentals
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net rental expense
|
|
$
|
128
|
|
|
$
|
123
|
|
|
$
|
122
|
|
(in millions)
|
|
Employee Related Costs
|
|
Pension and Other Benefits Charges
|
|
Exit Costs
|
|
Non-cash Charges
|
|
Total
|
||||||||||
Balance at December 31, 2013
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additional charges
|
|
16
|
|
|
—
|
|
|
—
|
|
|
246
|
|
(b)
|
262
|
|
|||||
Cash payments/utilization
|
|
(11
|
)
|
|
—
|
|
|
(5
|
)
|
|
(246
|
)
|
|
(262
|
)
|
|||||
Other adjustments and reclasses
|
|
(16
|
)
|
(a)
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(17
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2014
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additional charges
|
|
77
|
|
|
18
|
|
|
122
|
|
(c)
|
126
|
|
(d)
|
343
|
|
|||||
Cash payments/utilization
|
|
(19
|
)
|
|
(18
|
)
|
|
(9
|
)
|
|
(126
|
)
|
|
(172
|
)
|
|||||
Other adjustments and reclasses
|
|
(15
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(21
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2015
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
155
|
|
(in millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Accounts payable
|
|
$
|
90
|
|
|
$
|
—
|
|
Payroll and benefits payable
|
|
48
|
|
|
5
|
|
||
Deferred credits and other noncurrent liabilities
|
|
17
|
|
|
—
|
|
||
Total
|
|
$
|
155
|
|
|
$
|
5
|
|
Period ended
|
|
Opening
Number of Claims |
|
Claims
Dismissed, Settled and Resolved |
|
New
Claims |
|
Closing
Number of Claims |
December 31, 2013
|
|
3,330
|
|
250
|
|
240
|
|
3,320
|
December 31, 2014
|
|
3,320
|
|
190
|
|
325
|
|
3,455
|
December 31, 2015
|
|
3,455
|
|
415
|
|
275
|
|
3,315
|
|
|
Year Ended December 31,
|
||||||
(In millions)
|
|
2015
|
|
2014
|
||||
Beginning of period
|
|
$
|
212
|
|
|
$
|
233
|
|
Accruals for environmental remediation deemed probable and reasonably estimable
|
|
—
|
|
|
5
|
|
||
Adjustments for changes in estimates
|
|
(5
|
)
|
|
—
|
|
||
Obligations settled
(a)
|
|
(10
|
)
|
|
(26
|
)
|
||
End of period
|
|
$
|
197
|
|
|
$
|
212
|
|
(In millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Accounts payable
|
|
$
|
14
|
|
|
$
|
19
|
|
Deferred credits and other noncurrent liabilities
|
|
183
|
|
|
193
|
|
||
Total
|
|
$
|
197
|
|
|
$
|
212
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Later years
|
|
Total
|
$528
|
|
$572
|
|
$609
|
|
$364
|
|
$329
|
|
$1,483
|
|
$3,885
|
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||
(In millions, except per share data)
|
|
4th Qtr.
|
|
3rd Qtr.
|
|
2nd Qtr.
|
|
1st Qtr.
|
|
4th Qtr.
|
|
3rd Qtr.
|
|
2nd Qtr.
|
|
1st Qtr.
|
||||||||||||||||
Net sales
|
|
$
|
2,572
|
|
|
$
|
2,830
|
|
|
$
|
2,900
|
|
|
$
|
3,272
|
|
|
$
|
4,072
|
|
|
$
|
4,587
|
|
|
$
|
4,400
|
|
|
$
|
4,448
|
|
Segment (loss) earnings before interest and income taxes (EBIT):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Flat-Rolled
(a)
|
|
(88
|
)
|
|
(18
|
)
|
|
(64
|
)
|
|
(67
|
)
|
|
247
|
|
|
347
|
|
|
30
|
|
|
85
|
|
||||||||
USSE
|
|
6
|
|
|
18
|
|
|
20
|
|
|
37
|
|
|
34
|
|
|
29
|
|
|
38
|
|
|
32
|
|
||||||||
Tubular
|
|
(64
|
)
|
|
(50
|
)
|
|
(66
|
)
|
|
1
|
|
|
121
|
|
|
69
|
|
|
47
|
|
|
24
|
|
||||||||
Total reportable segments
|
|
$
|
(146
|
)
|
|
$
|
(50
|
)
|
|
$
|
(110
|
)
|
|
$
|
(29
|
)
|
|
$
|
402
|
|
|
$
|
445
|
|
|
$
|
115
|
|
|
$
|
141
|
|
Other Businesses
|
|
9
|
|
|
10
|
|
|
6
|
|
|
8
|
|
|
18
|
|
|
34
|
|
|
17
|
|
|
13
|
|
||||||||
Items not allocated to segments
|
|
(316
|
)
|
|
(130
|
)
|
|
(288
|
)
|
|
(166
|
)
|
|
(23
|
)
|
|
(620
|
)
|
|
(97
|
)
|
|
(32
|
)
|
||||||||
Total EBIT
|
|
$
|
(453
|
)
|
|
$
|
(170
|
)
|
|
$
|
(392
|
)
|
|
$
|
(187
|
)
|
|
$
|
397
|
|
|
$
|
(141
|
)
|
|
$
|
35
|
|
|
$
|
122
|
|
Net (loss) earnings
|
|
(1,133
|
)
|
|
(173
|
)
|
|
(261
|
)
|
|
(75
|
)
|
|
275
|
|
|
(207
|
)
|
|
(18
|
)
|
|
52
|
|
||||||||
Net (loss) earnings attributable to United States Steel Corporation
|
|
$
|
(1,133
|
)
|
|
$
|
(173
|
)
|
|
$
|
(261
|
)
|
|
$
|
(75
|
)
|
|
$
|
275
|
|
|
$
|
(207
|
)
|
|
$
|
(18
|
)
|
|
$
|
52
|
|
Common stock data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net (loss) earnings per share attributable to United States Steel Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
- Basic
|
|
$
|
(7.74
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
1.89
|
|
|
$
|
(1.42
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
0.36
|
|
- Diluted
|
|
$
|
(7.74
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
1.83
|
|
|
$
|
(1.42
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
0.34
|
|
Dividends paid per share
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
Price range of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
- Low
|
|
$
|
6.80
|
|
|
$
|
10.02
|
|
|
$
|
20.26
|
|
|
$
|
20.13
|
|
|
$
|
26.00
|
|
|
$
|
25.67
|
|
|
$
|
22.47
|
|
|
$
|
23.32
|
|
- High
|
|
$
|
13.48
|
|
|
$
|
21.49
|
|
|
$
|
27.68
|
|
|
$
|
27.49
|
|
|
$
|
42.25
|
|
|
$
|
46.55
|
|
|
$
|
28.80
|
|
|
$
|
31.15
|
|
(a)
|
Excludes the results of U. S. Steel Canada Inc. beginning September 16, 2014 as a result of the CCAA filing. See Note 4 to the Consolidated Financial Statements.
|
|
|
Proven and Probable Reserves
As of December 31, 2015 |
|
Production
|
||||||||||||||
(Millions of short tons)
|
|
Owned
|
|
Leased
|
|
Total
|
|
2015
|
|
2014
|
|
2013
|
||||||
Iron ore pellets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Minntac Mine and Pellet Plant
|
|
117
|
|
|
395
|
|
|
512
|
|
|
13.6
|
|
|
16.4
|
|
|
16.1
|
|
Keetac Mine and Pellet Plant
|
|
19
|
|
|
366
|
|
|
385
|
|
|
1.9
|
|
|
5.8
|
|
|
5.6
|
|
Tilden Mining Company, L.C.*
|
|
24
|
|
|
—
|
|
|
24
|
|
|
0.6
|
|
|
1.5
|
|
|
1.1
|
|
Hibbing Taconite Company*
|
|
—
|
|
|
11
|
|
|
11
|
|
|
1.3
|
|
|
1.3
|
|
|
1.3
|
|
Total
|
|
160
|
|
|
772
|
|
|
932
|
|
|
17.4
|
|
|
25.0
|
|
|
24.1
|
|
*
|
Represents U. S. Steel’s proportionate share of proven and probable reserves and production as these investments are unconsolidated equity affiliates.
|
(Thousands of tons, unless otherwise noted)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Raw Steel Production
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gary, IN
|
|
5,172
|
|
|
5,936
|
|
|
6,396
|
|
|
6,230
|
|
|
6,312
|
|
|||||
Great Lakes, MI
|
|
2,257
|
|
|
2,442
|
|
|
2,883
|
|
|
2,839
|
|
|
2,841
|
|
|||||
Mon Valley, PA
|
|
2,266
|
|
|
2,563
|
|
|
2,918
|
|
|
2,835
|
|
|
2,746
|
|
|||||
Granite City, IL
|
|
1,162
|
|
|
2,285
|
|
|
2,538
|
|
|
2,421
|
|
|
2,453
|
|
|||||
Fairfield, AL
|
|
480
|
|
|
1,992
|
|
|
1,943
|
|
|
2,341
|
|
|
1,912
|
|
|||||
Lake Erie, Ontario, Canada
(a)
|
|
—
|
|
|
1,744
|
|
|
1,189
|
|
|
2,450
|
|
|
2,336
|
|
|||||
Hamilton, Ontario, Canada
(b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Flat-Rolled facilities
|
|
11,337
|
|
|
16,962
|
|
|
17,867
|
|
|
19,116
|
|
|
18,600
|
|
|||||
U. S. Steel Košice
|
|
4,669
|
|
|
4,788
|
|
|
4,598
|
|
|
4,434
|
|
|
4,201
|
|
|||||
U. S. Steel Serbia
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
1,439
|
|
|||||
Total USSE facilities
|
|
4,669
|
|
|
4,788
|
|
|
4,598
|
|
|
4,522
|
|
|
5,640
|
|
|||||
Total
|
|
16,006
|
|
|
21,750
|
|
|
22,465
|
|
|
23,638
|
|
|
24,240
|
|
|||||
Raw Steel Capability
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
17,000
|
|
|
19,400
|
|
|
24,300
|
|
|
24,300
|
|
|
24,300
|
|
|||||
USSE
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|
7,400
|
|
|||||
Total
|
|
22,000
|
|
|
24,400
|
|
|
29,300
|
|
|
29,300
|
|
|
31,700
|
|
|||||
Production as % of total capability:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
|
|
60
|
%
|
|
80
|
%
|
|
74
|
%
|
|
78
|
%
|
|
77
|
%
|
|||||
USSE
|
|
93
|
%
|
|
96
|
%
|
|
92
|
%
|
|
87
|
%
|
|
76
|
%
|
|||||
Coke Production
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
3,957
|
|
|
5,406
|
|
|
6,494
|
|
|
6,156
|
|
|
6,144
|
|
|||||
USSE
|
|
1,600
|
|
|
1,539
|
|
|
1,508
|
|
|
1,537
|
|
|
1,486
|
|
|||||
Total
|
|
5,557
|
|
|
6,945
|
|
|
8,002
|
|
|
7,693
|
|
|
7,630
|
|
|||||
Iron Ore Pellet Production
(d)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
17,422
|
|
|
24,959
|
|
|
24,151
|
|
|
24,271
|
|
|
23,779
|
|
|||||
Steel Shipments by Segment
(e)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
10,595
|
|
|
13,908
|
|
|
14,644
|
|
|
15,974
|
|
|
15,509
|
|
|||||
USSE
|
|
4,357
|
|
|
4,179
|
|
|
4,000
|
|
|
3,816
|
|
|
4,932
|
|
|||||
Tubular
|
|
593
|
|
|
1,744
|
|
|
1,757
|
|
|
1,886
|
|
|
1,812
|
|
|||||
Total steel shipments
|
|
15,545
|
|
|
19,831
|
|
|
20,401
|
|
|
21,676
|
|
|
22,253
|
|
|||||
Average Realized Price (dollars per net ton)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
|
|
$
|
695
|
|
|
$
|
772
|
|
|
$
|
735
|
|
|
$
|
750
|
|
|
$
|
759
|
|
USSE
|
|
$
|
516
|
|
|
$
|
667
|
|
|
$
|
706
|
|
|
$
|
742
|
|
|
$
|
845
|
|
Tubular
|
|
$
|
1,464
|
|
|
$
|
1,538
|
|
|
$
|
1,530
|
|
|
$
|
1,687
|
|
|
$
|
1,612
|
|
(a)
|
As a result of the CCAA filing and deconsolidation of USSC on September 16, 2014, the year ended December 31, 2014 raw steel and coke production amounts and shipments for Flat-Rolled do not include USSC after September 15, 2014 and Flat-Rolled's annual raw steel capability was reduced to 19.4 million tons. As a result of the permanent shutdown of the blast furnace and associated steelmaking operations, along with most of the flat-rolled finishing operations at Fairfield Works late in the third quarter of 2015, Flat-Rolled's annual raw steel capability was reduced to 17.0 million tons at December 31, 2015. In 2015, coke operations at Gary Works and Granite City Works were permanently shutdown.
|
(b)
|
On December 31, 2013, U. S. Steel permanently shut down its iron and steelmaking facilities at Hamilton Works.
|
(c)
|
On January 31, 2012, U. S. Steel sold U. S. Steel Serbia.
|
(d)
|
Includes our share of production from Hibbing and Tilden.
|
(e)
|
Does not include shipments by joint ventures and other equity investees of U. S. Steel, but instead reflects the shipments of substrate materials, primarily hot-rolled and cold-rolled sheets, to those entities.
|
(Thousands of net tons)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||
Steel Shipments by Market - North American Facilities
(a) (b)
|
|
|
|
|
|
|
|
|
|
|
|||||
Steel service centers
|
|
1,702
|
|
|
2,578
|
|
|
2,721
|
|
|
2,882
|
|
|
2,987
|
|
Further conversion:
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade customers
|
|
3,039
|
|
|
4,013
|
|
|
4,409
|
|
|
5,119
|
|
|
4,799
|
|
Joint ventures
|
|
1,254
|
|
|
1,519
|
|
|
1,664
|
|
|
1,823
|
|
|
1,803
|
|
Transportation (including automotive)
|
|
2,011
|
|
|
2,445
|
|
|
2,480
|
|
|
2,511
|
|
|
2,268
|
|
Construction and construction products
|
|
704
|
|
|
897
|
|
|
905
|
|
|
1,013
|
|
|
998
|
|
Containers
|
|
692
|
|
|
1,287
|
|
|
1,259
|
|
|
1,290
|
|
|
1,221
|
|
Appliances & electrical equipment
|
|
429
|
|
|
616
|
|
|
666
|
|
|
727
|
|
|
651
|
|
Oil, gas and petrochemicals
|
|
513
|
|
|
1,545
|
|
|
1,540
|
|
|
1,601
|
|
|
1,526
|
|
Export from the United States
|
|
259
|
|
|
340
|
|
|
450
|
|
|
550
|
|
|
736
|
|
All other
|
|
585
|
|
|
412
|
|
|
307
|
|
|
344
|
|
|
332
|
|
Total
|
|
11,188
|
|
|
15,652
|
|
|
16,401
|
|
|
17,860
|
|
|
17,321
|
|
Steel Shipments by Market - USSE
|
|
|
|
|
|
|
|
|
|
|
|||||
Steel service centers
|
|
718
|
|
|
682
|
|
|
560
|
|
|
567
|
|
|
943
|
|
Further conversion:
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade customers
|
|
304
|
|
|
299
|
|
|
286
|
|
|
310
|
|
|
539
|
|
Transportation (including automotive)
|
|
705
|
|
|
674
|
|
|
709
|
|
|
650
|
|
|
707
|
|
Construction and construction products
|
|
1,703
|
|
|
1,584
|
|
|
1,501
|
|
|
1,350
|
|
|
1,622
|
|
Containers
|
|
424
|
|
|
403
|
|
|
393
|
|
|
387
|
|
|
525
|
|
Appliances & electrical equipment
|
|
236
|
|
|
267
|
|
|
275
|
|
|
272
|
|
|
328
|
|
Oil, gas and petrochemicals
|
|
—
|
|
|
3
|
|
|
15
|
|
|
20
|
|
|
14
|
|
All other
|
|
267
|
|
|
267
|
|
|
261
|
|
|
260
|
|
|
254
|
|
Total
|
|
4,357
|
|
|
4,179
|
|
|
4,000
|
|
|
3,816
|
|
|
4,932
|
|
(a)
|
Does not include shipments by joint ventures and other equity investees of U. S. Steel, but instead reflects the shipments of substrate materials, primarily hot-rolled and cold-rolled sheets, to those entities.
|
(b)
|
As a result of the CCAA filing, shipments do not include USSC after September 15, 2014.
|
(Dollars in millions, except per share amounts)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Net sales by segment:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
$
|
8,561
|
|
|
$
|
12,895
|
|
|
$
|
12,830
|
|
|
$
|
14,555
|
|
|
$
|
13,727
|
|
USSE
(b)
|
|
2,326
|
|
|
2,936
|
|
|
2,944
|
|
|
3,094
|
|
|
4,375
|
|
|||||
Tubular
|
|
898
|
|
|
2,774
|
|
|
2,777
|
|
|
3,291
|
|
|
3,041
|
|
|||||
Total reportable segments
|
|
$
|
11,785
|
|
|
$
|
18,605
|
|
|
$
|
18,551
|
|
|
$
|
20,940
|
|
|
$
|
21,143
|
|
Other Businesses
|
|
165
|
|
|
269
|
|
|
273
|
|
|
327
|
|
|
522
|
|
|||||
Intersegment sales
|
|
(376
|
)
|
|
(1,367
|
)
|
|
(1,400
|
)
|
|
(1,939
|
)
|
|
(1,781
|
)
|
|||||
Total
|
|
$
|
11,574
|
|
|
$
|
17,507
|
|
|
$
|
17,424
|
|
|
$
|
19,328
|
|
|
$
|
19,884
|
|
Segment (loss) earnings before interest and income taxes (EBIT):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
$
|
(237
|
)
|
|
$
|
709
|
|
|
$
|
105
|
|
|
$
|
400
|
|
|
$
|
469
|
|
USSE
(b)
|
|
81
|
|
|
133
|
|
|
28
|
|
|
34
|
|
|
(162
|
)
|
|||||
Tubular
|
|
(179
|
)
|
|
261
|
|
|
190
|
|
|
366
|
|
|
316
|
|
|||||
Total reportable segments
|
|
$
|
(335
|
)
|
|
$
|
1,103
|
|
|
$
|
323
|
|
|
$
|
800
|
|
|
$
|
623
|
|
Other Businesses
|
|
33
|
|
|
82
|
|
|
77
|
|
|
55
|
|
|
46
|
|
|||||
Items not allocated to segments
(c)
|
|
(900
|
)
|
|
(772
|
)
|
|
(2,300
|
)
|
|
(608
|
)
|
|
(404
|
)
|
|||||
Total EBIT
|
|
$
|
(1,202
|
)
|
|
$
|
413
|
|
|
$
|
(1,900
|
)
|
|
$
|
247
|
|
|
$
|
265
|
|
Net interest and other financial costs
|
|
257
|
|
|
243
|
|
|
332
|
|
|
241
|
|
|
238
|
|
|||||
Income tax (benefit) provision
|
|
183
|
|
|
68
|
|
|
(587
|
)
|
|
131
|
|
|
80
|
|
|||||
Net (loss) earnings attributable to United States Steel Corporation
|
|
$
|
(1,642
|
)
|
|
$
|
102
|
|
|
$
|
(1,645
|
)
|
|
$
|
(124
|
)
|
|
$
|
(53
|
)
|
Per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
- Basic
|
|
$
|
(11.24
|
)
|
|
$
|
0.71
|
|
|
$
|
(11.37
|
)
|
|
$
|
(0.86
|
)
|
|
$
|
(0.37
|
)
|
- Diluted
|
|
$
|
(11.24
|
)
|
|
$
|
0.69
|
|
|
$
|
(11.37
|
)
|
|
$
|
(0.86
|
)
|
|
$
|
(0.37
|
)
|
(a)
|
Excludes the results of USSC beginning September 16, 2014 as a result of the CCAA filing. See Note 4 to the Consolidated Financial Statements. Also, includes the results of USSS through the disposition date of January 31, 2012.
|
(b)
|
Includes the results of USSS through the disposition date of January 31, 2012.
|
(c)
|
See Note 3 to the Consolidated Financial Statements.
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Balance Sheet Position at Year-End (dollars in millions)
(a)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
$
|
3,917
|
|
|
$
|
5,829
|
|
|
$
|
5,502
|
|
|
$
|
5,203
|
|
|
$
|
5,660
|
|
Net property, plant & equipment
|
|
4,411
|
|
|
4,574
|
|
|
5,922
|
|
|
6,408
|
|
|
6,579
|
|
|||||
Total assets
(b)
|
|
9,190
|
|
|
12,013
|
|
|
12,726
|
|
|
15,217
|
|
|
16,073
|
|
|||||
Short-term debt and current maturities of long-term debt
|
|
45
|
|
|
378
|
|
|
323
|
|
|
2
|
|
|
400
|
|
|||||
Other current liabilities
|
|
2,103
|
|
|
3,191
|
|
|
2,922
|
|
|
2,988
|
|
|
3,249
|
|
|||||
Long-term debt
|
|
3,116
|
|
|
3,120
|
|
|
3,616
|
|
|
3,936
|
|
|
3,828
|
|
|||||
Employee benefits
|
|
1,101
|
|
|
1,117
|
|
|
2,064
|
|
|
4,416
|
|
|
4,600
|
|
|||||
Total United States Steel Corporation stockholders’ equity
|
|
2,436
|
|
|
3,799
|
|
|
3,375
|
|
|
3,477
|
|
|
3,500
|
|
|||||
Cash Flow Data (dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
(a) (c)
|
|
$
|
359
|
|
|
$
|
1,553
|
|
|
$
|
405
|
|
|
$
|
1,150
|
|
|
$
|
168
|
|
Capital expenditures
(a) (c)
|
|
500
|
|
|
480
|
|
|
468
|
|
|
738
|
|
|
848
|
|
|||||
Dividends paid
|
|
29
|
|
|
29
|
|
|
29
|
|
|
29
|
|
|
29
|
|
|||||
Employee Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total employment costs (dollars in millions)
(a)
|
|
$
|
2,780
|
|
|
$
|
3,408
|
|
|
$
|
3,611
|
|
|
$
|
3,710
|
|
(d)
|
$
|
3,656
|
|
Average North America employment costs (dollars per hour)
(a)
|
|
$
|
65.64
|
|
|
$
|
57.55
|
|
|
$
|
55.06
|
|
|
$
|
56.47
|
|
|
$
|
57.06
|
|
Average number of North America employees
(a)
|
|
19,391
|
|
|
22,408
|
|
|
25,621
|
|
|
25,925
|
|
|
24,207
|
|
|||||
Average number of USSE employees
|
|
12,052
|
|
|
12,272
|
|
|
12,470
|
|
|
12,858
|
|
(d)
|
18,531
|
|
|||||
Number of pensioners at year-end
|
|
49,802
|
|
|
52,483
|
|
|
68,221
|
|
|
70,822
|
|
|
74,270
|
|
|||||
Stockholder Data at Year-End
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common shares outstanding, net of treasury shares (millions)
|
|
146.3
|
|
|
145.7
|
|
|
144.7
|
|
|
144.3
|
|
|
144.0
|
|
|||||
Registered shareholders (thousands)
|
|
15.4
|
|
|
16.1
|
|
|
16.8
|
|
|
17.8
|
|
|
18.5
|
|
|||||
Market price of common stock
|
|
$
|
7.98
|
|
|
$
|
26.74
|
|
|
$
|
29.50
|
|
|
$
|
23.85
|
|
|
$
|
26.46
|
|
(a)
|
Excludes the results of USSC beginning September 16, 2014 as a result of the CCAA filing. See Note 4 to the Consolidated Financial Statements.
|
(b)
|
2014 and 2013 amounts have been adjusted to retroactively adopt Accounting Standards Update 2015-17,
Balance Sheet Classification of Deferred Taxes
, which requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The amounts for 2012 and 2011 were not affected by the adoption.
|
(c)
|
2014, 2013 and 2012 amounts have been revised to correct a prior period error that resulted in an increase in capital expenditures of $61 million, a decrease in capital expenditures of $9 million, and an increase in capital expenditures of $15 million, respectively with an offsetting change to net cash provided by operating activities.
|
(d)
|
The 2012 average is reflective of the average number of employees at USSK only. USSS employed 5,350 individuals for the month of January 2012 at a total cost of approximately $1 million, which is not reflected in this amount. USSS was sold on January 31, 2012.
|
Plan Category
|
|
(1) Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
|
(2) Weighted-average
exercise price of outstanding options, warrants and rights |
|
(3) Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (1)) |
Equity compensation plans approved by security holders
(a)
|
|
9,299,120
|
|
$33.39
|
|
2,923,291
(b)
|
Equity compensation plans not approved by security holders
(c)
|
|
5,055
|
|
(one for one)
|
|
—
|
Total
|
|
9,304,175
|
|
—
|
|
2,923,291
|
(a)
|
The numbers in columns (1) and (2) of this row contemplate all shares that could potentially be issued as a result of outstanding grants under the 2005 Stock Incentive Plan as of
December 31, 2015
. (For more information, see Note 14 to the Consolidated Financial Statements. Column (1) includes (i) 186,807 shares of common stock that could be issued for the Common Stock Units outstanding under the Deferred Compensation Program for Non-Employee Directors and (ii) 1,627,806 shares that could be issued for the 813,903 performance awards outstanding under the Long-Term Incentive Compensation Program (a program under the 2005 Stock Incentive Plan). The calculation in column (2) does not include the Common Stock Units since the weighted average exercise price for Common Stock Units is one for one; that is, one share of common stock will be given in exchange for each unit of such phantom stock accumulated through the date of the director’s retirement. Also, the calculation in column (2) does not include the performance awards since the weighted average exercise price for performance awards can range from zero for one to two for one; that is, performance awards may result in up to 1,627,806 shares of common stock being issued (two for one), or some lesser number of shares (including zero shares of common stock issued), depending upon the Corporation’s common stock performance versus that of a peer group of companies.
|
(b)
|
Represents shares available under the 2005 Stock Incentive Plan.
|
(c)
|
At
December 31, 2015
, U. S. Steel had no securities remaining for future issuance under equity compensation plans that had not been approved by security holders. Column (1) represents Common Stock Units that were issued pursuant to the Deferred Compensation Plan for Non-Employee Directors prior to its being amended to make it a program under the 2005 Stock Incentive Plan. The weighted average exercise price for Common Stock Units in column (2) is one for one; that is, one share of common stock will be given in exchange for each unit of phantom stock upon the director’s retirement from the Board of Directors. All future grants under this amended plan/program will count as shares issued pursuant to the 2005 Stock Incentive Plan, a shareholder approved plan.
|
(a)
|
Master Share Purchase Agreement by and between U. S. Steel Serbia B.V. and U. S. Steel Košice s.r.o., wholly owned subsidiaries of U. S. Steel, and the Republic of Serbia.
|
|
Incorporated by reference to Exhibit 2.1 to United States Steel Corporation’s Form 8-K filed on February 6, 2012, Commission File Number 1-16811.
|
(a)
|
United States Steel Corporation Restated Certificate of Incorporation dated September 30, 2003.
|
|
Incorporated by reference to Exhibit 3.1 to United States Steel Corporation’s Form 10-Q for the quarter ended September 30, 2003, Commission File Number 1-16811.
|
|
|
|
|
(b)
|
Certificate of Amendment to Restated Certificate of Incorporation of United States Steel Corporation dated as of April 30, 2014.
|
|
Filed herewith.
|
|
|
|
|
(c)
|
Amended and Restated By-Laws of United States Steel Corporation dated as of November 3, 2015.
|
|
Incorporated by reference to Exhibit 3.1 to United States Steel Corporation's Form 8-K filed on November 6, 2015, Commission File Number 1-16811.
|
(a)
|
Indenture dated as of May 21, 2007 between United States Steel Corporation and The Bank of New York Mellon, formerly known as The Bank of New York.
|
|
Incorporated by reference to Exhibit 4.1 to United States Steel Corporation’s Form 8-K filed on May 22, 2007, Commission File Number 1-16811.
|
|
|
|
|
(b)
|
First Supplemental Indenture dated as of May 21, 2007, between United States Steel Corporation and The Bank of New York Mellon, formerly known as The Bank of New York, regarding 5.65% Senior Notes due June 1, 2013, 6.05% Senior Notes due June 1, 2017 and 6.65% Senior Notes due June 1, 2037.
|
|
Incorporated by reference to Exhibit 4.2 to United States Steel Corporation’s Form 8-K filed on May 22, 2007, Commission File Number 1-16811.
|
|
|
|
|
(c)
|
Second Supplemental Indenture dated as of December 10, 2007, between United States Steel Corporation and The Bank of New York Mellon, formerly known as The Bank of New York, regarding 7.00% Senior Notes due February 1, 2018.
|
|
Incorporated by reference to Exhibit 4.1 to United States Steel Corporation’s Form 8-K filed on December 10, 2007, Commission File Number 1-16811.
|
|
|
|
|
(d)
|
Fourth Supplemental Indenture dated as of March 19, 2010, between United States Steel Corporation and The Bank of New York Mellon, formerly known as The Bank of New York, regarding 7.375% Senior Notes due April 1, 2020.
|
|
Incorporated by reference to Exhibit 4.1 to United States Steel Corporation’s Form 8-K filed on March 23, 2010, Commission File Number 1-16811.
|
|
|
|
|
(e)
|
Fifth Supplemental Indenture dated as of March 15, 2012, between United States Steel Corporation and The Bank of New York Mellon, formerly known as The Bank of New York, regarding 7.50% Senior Notes due March 15, 2022.
|
|
Incorporated by reference to Exhibit 4.1 to United States Steel Corporation’s Form 8-K filed on March 16, 2012, Commission File Number 1-16811.
|
|
|
|
|
(f)
|
Sixth Supplemental Indenture dated as of March 26, 2013, between United States Steel Corporation and The Bank of New York Mellon, formerly known as The Bank of New York, regarding 6.875% Senior Notes due April 1, 2021.
|
|
Incorporated by reference to Exhibit 4.1 to United States Steel Corporation’s Form 8-K filed on March 27, 2013, Commission File Number 1-16811.
|
|
|
|
|
(g)
|
United States Steel Corporation Certificate of Elimination filed with the Secretary of State of the State of Delaware on December 5, 2007.
|
|
Incorporated by reference to Exhibit 3.1 to United States Steel Corporation's Form 8-K filed on December 6, 2007, Commission File Number 1-16811.
|
(a)
|
United States Steel Corporation Supplemental Retirement Account Program.
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 10-Q for the quarter ended September 30, 2015, Commission File Number 1-16811.
|
|
|
|
|
(b)
|
United States Steel Corporation Executive Management Supplemental Pension Program.
|
|
Incorporated by reference to Exhibit 10.2 to United States Steel Corporation’s Form 8-K filed on August 21, 2015, Commission File Number 1-16811.
|
|
|
|
|
(c)
|
United States Steel Corporation Supplemental Thrift Program.
|
|
Incorporated by reference to Exhibit 10.7 to United States Steel Corporation’s Form 10-Q for the quarter ended September 30, 2013, Commission File Number 1-16811.
|
|
|
|
|
(d)
|
United States Steel Corporation Deferred Compensation Program for Non-Employee Directors, a program under the 2005 Stock Incentive Plan.
|
|
Incorporated by reference to Exhibit 10(d) to United States Steel Corporation’s Form 10-K for the year ended December 31, 2011, Commission File Number 1-16811.
|
|
|
|
|
(e)
|
Form of Offer Letter to Mario Longhi.
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on July 2, 2012, Commission File Number 1-16811.
|
|
|
|
|
(f)
|
Exhibit A to Offer Letter to Mario Longhi – Supplemental Account as Amended and Restated (effective November 1, 2013, the Supplemental Account was merged into the Supplemental Retirement Account Program filed as Exhibit 10(b)).
|
|
Incorporated by reference to Exhibit 10.10 to United States Steel Corporation’s Form 10-Q for the quarter ended September 30, 2013, Commission File Number 1-16811.
|
|
|
|
|
(g)
|
Form of Non-Compete Agreement attached to Offer Letter to Mario Longhi.
|
|
Incorporated by reference to Exhibit 10.4 to United States Steel Corporation’s Form 8-K filed on July 2, 2012, Commission File Number 1-16811.
|
|
|
|
|
(h)
|
Form of Offer Letter to David B. Burritt.
|
|
Incorporated by reference to Exhibit 10.2 to United States Steel Corporation's Form 8-K filed on August 20, 2013, Commission File Number 1-16811.
|
|
|
|
|
(i)
|
Tax Sharing Agreement between USX Corporation (renamed Marathon Oil Corporation) and United States Steel Corporation.
|
|
Incorporated by reference to Exhibit 99.3 to United States Steel Corporation’s Form 8-K filed on January 3, 2002, Commission File Number 1-16811.
|
|
|
|
|
(j)
|
Financial Matters Agreement between USX Corporation (renamed Marathon Oil Corporation) and United States Steel Corporation.
|
|
Incorporated by reference to Exhibit 99.5 to United States Steel Corporation’s Form 8-K filed on January 3, 2002, Commission File Number 1-16811.
|
|
|
|
|
(k)
|
Third Amended and Restated Credit Agreement dated as of July 27, 2015, among United States Steel Corporation, the Lenders party thereto, the LC Issuing Banks party thereto and JPMorgan Chase Bank, National Association as Administrative Agent and Collateral Agent.
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 10-Q for the quarter ended June 30, 2015, Commission File Number 1-16811.
|
|
|
|
|
(l)
|
Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of February 24, 2016.
|
|
Filed herewith.
|
|
|
|
|
(m)
|
Amended and Restated Security Agreement dated as of July 27, 2015, between United States Steel Corporation and JPMorgan Chase Bank, National Association as Collateral Agent.
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 10-Q for the quarter ended June 30, 2015, Commission File Number 1-16811.
|
|
|
|
|
(n)
|
EUR 200,000,000 multicurrency revolving credit facility agreement dated February 22. 2016, among U. S. Steel Košice, s.r.o., and ING Bank N.V., Commerzbank Aktiengesellschaft, Slovenská sporiteĺňa, a.s., Komerční banka, a.s. and Citibank Europe plc.
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on February 24, 2016, Commission File Number 1-16811.
|
|
|
|
|
(o)
|
Summary of non-employee director fee arrangements.
|
|
Incorporated by reference to Exhibit 10(bb) to United States Steel Corporation’s Form 10-K for the year ended December 31, 2013, Commission File Number 1-16811.
|
|
|
|
|
(p)
|
United States Steel Corporation Non Tax-Qualified Pension Plan.
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on August 21, 2015, Commission File Number 1-16811.
|
|
|
|
|
(q)
|
United States Steel Corporation Non Tax-Qualified Retirement Account Program.
|
|
Incorporated by reference to Exhibit 10(dd) to United States Steel Corporation’s Form 10-K for the year ended December 31, 2013, Commission File Number 1-16811.
|
|
|
|
|
(r)
|
United States Steel Corporation 2005 Stock Incentive Plan.
|
|
Incorporated by reference to Appendix B to United States Steel Corporation’s Definitive Proxy Statement on Schedule 14A filed on March 11, 2005, Commission File Number 1-16811.
|
|
|
|
|
(s)
|
United States Steel Corporation 2005 Stock Incentive Plan, Amended and Restated, April 27, 2010.
|
|
Incorporated by reference to Appendix A to United States Steel Corporation’s Definitive Proxy Statement on Schedule 14A filed on March 12, 2010, Commission File Number 1-16811.
|
|
|
|
|
(t)
|
United States Steel Corporation 2005 Stock Incentive Plan, Amended and Restated, April 29, 2014.
|
|
Incorporated by reference to Appendix A to United States Steel Corporation’s Definitive Proxy Statement on Schedule 14A filed on March 14, 2014, Commission File Number 1-16811.
|
|
|
|
|
(u)
|
Administrative Regulations for the Long-Term Incentive Compensation Program under the United States Steel Corporation 2005 Stock Incentive Plan, Amended and Restated, May 28, 2013.
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on May 30, 2013, Commission File Number 1-16811.
|
|
|
|
|
(v)
|
Administrative Regulations for the Long-Term Incentive Compensation Program under the United States Steel Corporation 2005 Stock Incentive Plan, Amended and Restated, February 25, 2014.
|
|
Incorporated by reference to Exhibit 10.5 to United States Steel Corporation’s Form 8-K filed on March 3, 2014, Commission File Number 1-16811.
|
|
|
|
|
(w)
|
Administrative Procedures for the Long-Term Incentive Compensation Program under the United States Steel Corporation 2005 Stock Incentive Plan, as Amended and Restated, and under the United States Steel Corporation 2010 Annual Incentive Compensation Plan, as amended February 24, 2015.
|
|
Incorporated by reference to Exhibit 10.3 to United States Steel Corporation’s Form 10-Q for the quarter ended March 31, 2015, Commission File Number 1-16811.
|
|
|
|
|
(x)
|
Non-Employee Director Stock Program, a program under the 2005 Stock Incentive Plan.
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on May 31, 2005, Commission File Number 1-16811.
|
|
|
|
|
(y)
|
Form of stock option grant under the Long-Term Incentive Compensation Program, a program under the 2005 Stock Incentive Plan.
|
|
Incorporated by reference to Exhibit 10(x) to United States Steel Corporation’s Form 10-K for the year ended December 31, 2006, Commission File Number 1-16811.
|
|
|
|
|
(z)
|
Form of Performance Award Grant Agreement under the 2005 Stock Incentive Plan.
|
|
Incorporated by reference to Exhibit 10.3 to United States Steel Corporation’s Form 8-K filed on March 3, 2011, Commission File Number 1-16811.
|
|
|
|
|
(aa)
|
Form of Stock Option Grant Agreement under the 2005 Stock Incentive Plan.
|
|
Incorporated by reference to Exhibit 10.2 to United States Steel Corporation’s Form 10-Q for the quarter ended March 31, 2011, Commission File Number 1-16811.
|
|
|
|
|
(bb)
|
Form of Restricted Stock Unit Retention Grant Agreement under the 2005 Stock Incentive Plan.
|
|
Incorporated by reference to Exhibit 10.2 to United States Steel Corporation’s Form 10-Q for the quarter ended March 31, 20111, Commission File Number 1-16811.
|
|
|
|
|
(cc)
|
Form of Restricted Stock Unit Annual Grant Agreement under the 2005 Stock Incentive Plan.
|
|
Incorporated by reference to Exhibit 10.5 to United States Steel Corporation’s Form 10-Q for the quarter ended March 31, 2011, Commission File Number 1-16811.
|
|
|
|
|
(dd)
|
Form of Retention Performance Award Grant Agreement.
|
|
Incorporated by reference to Exhibit 10.5 to United States Steel Corporation’s Form 8-K filed on July 2, 2012, Commission File Number 1-16811.
|
|
|
|
|
(ee)
|
Form of Non-Qualified Stock Option Grant Agreement.
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 10-Q for the quarter ended March 31, 2015, Commission File Number 1-16811.
|
|
|
|
|
(ff)
|
Form of Incentive Award Agreement, 2010 Annual Incentive Compensation Plan.
|
|
Incorporated by reference to Exhibit 10.2 to United States Steel Corporation’s Form 10-Q for the quarter ended March 31, 2015, Commission File Number 1-16811.
|
|
|
|
|
(gg)
|
United States Steel Corporation 2010 Annual Incentive Compensation Plan.
|
|
Incorporated by reference to Appendix B to United States Steel Corporation’s Definitive Proxy Statement on Schedule 14A filed on March 12, 2010, Commission File Number 1-16811.
|
|
|
|
|
(hh)
|
Administrative Regulations for the Executive Management Annual Incentive Compensation Plan under the 2010 Annual Incentive Compensation Plan.
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on January 31, 2014, Commission File Number 1-16811.
|
|
|
|
|
(ii)
|
Administrative Procedures for the Executive Management Annual Incentive Compensation Program under the United States Steel Corporation 2010 Annual Incentive Compensation Plan, as amended January 27, 2015
|
|
Incorporated by reference to Exhibit 10.4 to United States Steel Corporation’s Form 10-Q for the quarter ended March 31, 2015, Commission File Number 1-16811.
|
|
|
|
|
(jj)
|
United States Steel Corporation Change in Control Severance Plan effective January 1, 2016.
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on November 6, 2015, Commission File Number 1-16811.
|
|
|
|
|
(kk)
|
Administrative Procedures for the Long-Term Incentive Compensation Program under the United States Steel Corporation 2005 Stock Incentive Plan, as Amended and Restated, and under the United States Steel Corporation Annual Incentive Compensation Plan, as amended February 22, 2016.
|
|
Filed herewith.
|
|
|
|
|
(ll)
|
Administrative Procedures for the Executive Management Annual Incentive Compensation Program under the United States Steel Corporation Annual Incentive Compensation Plan, as amended February 22, 2016.
|
|
Filed herewith.
|
3.1.
|
Certificate of Amendment to Restated Certificate of Incorporation of United States Steel Corporation dated as of April 30, 2014.
|
|
|
10.1.
|
Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of February 24, 2016.
|
|
|
10.2.
|
Administrative Procedures for the Long-Term Incentive Compensation Program under the United States Steel Corporation 2005 Stock Incentive Plan, as Amended and Restated, and under the United States Steel Corporation Annual Incentive Compensation Plan, as amended February 22, 2016.
|
|
|
10.3.
|
Administrative Procedures for the Executive Management Annual Incentive Compensation Program under the United States Steel Corporation Annual Incentive Compensation Plan, as amended February 22, 2016.
|
|
|
12.1.
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
21.
|
List of Subsidiaries
|
|
|
23.
|
Consent of PricewaterhouseCoopers LLP
|
|
|
24.
|
Powers of Attorney
|
|
|
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
|
|
|
|
|
Additions
|
|
Deductions
|
|
|
||||||||||||||||
Description
|
|
Balance at
Beginning of Period |
|
Charged to
Costs and Expenses |
|
Charged
to Other Accounts |
|
Charged to
Costs and Expenses |
|
Charged
to Other Accounts |
|
Balance
at End of Period |
||||||||||||
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reserves deducted in the balance sheet from the assets to which they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
28
|
|
Allowance for related party doubtful accounts
|
|
218
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
254
|
|
||||||
Investments and long-term receivables reserve
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
7
|
|
||||||
Long-term receivables from related parties reserve
|
|
1,188
|
|
|
465
|
|
|
—
|
|
|
—
|
|
|
207
|
|
|
1,446
|
|
||||||
Deferred tax valuation allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domestic
|
|
—
|
|
|
753
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
804
|
|
||||||
Foreign
|
|
5
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
4
|
|
||||||
Year ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reserves deducted in the balance sheet from the assets to which they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
45
|
|
Allowance for related party doubtful accounts
|
|
—
|
|
|
—
|
|
|
218
|
|
(a)
|
—
|
|
|
—
|
|
|
218
|
|
||||||
Investments and long-term receivables reserve
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
8
|
|
||||||
Long-term receivables from related parties reserve
|
|
—
|
|
|
—
|
|
|
1,188
|
|
(a)
|
—
|
|
|
—
|
|
|
1,188
|
|
||||||
Deferred tax valuation allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign
|
|
1,028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,023
|
|
(b)
|
5
|
|
||||||
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reserves deducted in the balance sheet from the assets to which they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
|
$
|
55
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
53
|
|
Investments and long-term receivables reserve
|
|
3
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
Deferred tax valuation allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign
|
|
1,099
|
|
|
—
|
|
|
142
|
|
|
142
|
|
|
71
|
|
|
1,028
|
|
(a)
|
Represents the reserve for related party notes and trade accounts payable due from USSC after the deconsolidation as of the end of the day on September 15, 2014 (See Note 4). U. S. Steel has estimated a recovery rate based upon the fair value of the net assets of USSC available for distribution to its creditors in relation to the secured and unsecured creditor claims in the CCAA filing.
|
(b)
|
As a result of USSC's CCAA filing, the Canadian deferred tax asset and the related valuation allowance were deconsolidated from U. S. Steel's balance sheet as of the end of the day on September 15, 2014 (See Note 4).
|
By:
|
|
/s/ Colleen M. Darragh
|
|
|
Colleen M. Darragh
|
|
|
Vice President & Controller
|
Signature
|
|
Title
|
/s/ Mario Longhi
|
|
President & Chief Executive Officer &
Director |
Mario Longhi
|
|
|
|
|
|
/s/ David B. Burritt
|
|
Executive Vice President &
Chief Financial Officer |
David B. Burritt
|
|
|
|
|
|
/s/ Colleen M. Darragh
|
|
Vice President & Controller
|
Colleen M. Darragh
|
|
|
|
|
|
*
|
|
Director
|
Patricia Diaz Dennis
|
|
|
|
|
|
*
|
|
Director
|
Dan O. Dinges
|
|
|
|
|
|
*
|
|
Director
|
John G. Drosdick
|
|
|
|
|
|
*
|
|
Director
|
John J. Engel
|
|
|
|
|
|
*
|
|
Director
|
Murry S. Gerber
|
|
|
|
|
|
*
|
|
Director
|
Glenda G. McNeal
|
|
|
|
|
|
*
|
|
Director
|
Robert J. Stevens
|
|
|
|
|
|
*
|
|
Director
|
David S. Sutherland
|
|
|
|
|
|
*
|
|
Director
|
Patricia A. Tracey
|
|
|
|
|
|
*
|
|
B
Y
:
|
|
/s/ David B. Burritt
|
|
|
|
|
David B. Burritt
|
|
|
|
|
Attorney-in-Fact
|
Acero Prime
|
|
Acero Prime, S.R.L. de CV
|
AD
|
|
antidumping
|
ARO
|
|
Asset Retirement Obligation
|
ASC
|
|
Accounting Standards Codification
|
Apolo
|
|
Apolo Tubulars S.A.
|
BAT
|
|
Best Available Technique
|
CAA
|
|
Clean Air Act
|
CAL
|
|
continuous annealing line
|
CCAA
|
|
Canada's Companies' Creditors Arrangement Act
|
CDC
|
|
Chrome Deposit Corporation
|
CERCLA
|
|
Comprehensive Environmental Response, Compensation and Liability Act
|
CMS
|
|
Corrective Measure Study
|
Commerce
|
|
U.S. Department of Commerce
|
CO
2
|
|
carbon dioxide
|
CORE
|
|
corrosion-resistant
|
CVD
|
|
countervailing duties
|
CWA
|
|
Clean Water Act
|
DESCO
|
|
Double Eagle Steel Coating Company
|
Double G
|
|
Double G Coatings Company LLC
|
EAF
|
|
Electric Arc Furnace
|
EBIT
|
|
earnings (loss) before interest and income taxes
|
EBITDA
|
|
earnings before interest, taxes, depreciation and amortization
|
EC
|
|
European Commission
|
Economic Profit
|
|
After tax income from operations in excess of weighted average cost of capital
|
EPA
|
|
U.S. Environmental Protection Agency
|
ERB
|
|
Environmental Revenue Bond
|
ERP
|
|
Enterprise resource planning
|
ERW
|
|
electric resistance welded
|
ETS
|
|
Emissions Trading System
|
EU
|
|
European Union
|
Eurofer
|
|
European Confederation of Iron and Steel Industries
|
Flat-Rolled
|
|
Flat-Rolled Products segment
|
FPC
|
|
Feralloy Processing Company
|
Gateway
|
|
Gateway Energy & Coke Company, LLC, a subsidiary of SunCoke Energy
|
GHG
|
|
greenhouse gas
|
Hibbing
|
|
Hibbing Taconite Company
|
HWD
|
|
hazardous waste disposal
|
HWT
|
|
hazardous waste treatment
|
Keetac
|
|
U. S. Steel’s iron ore operations at Keewatin, Minnesota
|
MACT
|
|
Maximum Achievable Control Technology
|
Minntac
|
|
U. S. Steel’s iron ore operations at Mt. Iron, Minnesota
|
NAAQS
|
|
National Ambient Air Quality Standards
|
NESHAP
|
|
National Emission Standards for Hazardous Air Pollutants
|
NPDES
|
|
National Pollutant Discharge Elimination System
|
OCTG
|
|
oil country tubular goods
|
O. D.
|
|
outer diameter
|
OSHA
|
|
Occupational Safety and Health Administration
|
PRO-TEC
|
|
PRO-TEC Coating Company, U. S. Steel and Kobe Steel Ltd. joint venture
|
PRP
|
|
potentially responsible party
|
RCRA
|
|
Resource Conservation and Recovery Act
|
REACH
|
|
Registration, Evaluation, Authorization and Restriction of Chemicals, Regulation 1907/2006
|
RFI
|
|
RCRA Facility Investigation
|
RPA
|
|
Receivables Purchase Agreement
|
SEC
|
|
Securities and Exchange Commission
|
SIP
|
|
State Implementation Plan
|
SPT
|
|
Steelworkers Pension Trust
|
Tilden
|
|
Tilden Mining Company
|
tons
|
|
net tons
|
Tubular
|
|
Tubular Products segment
|
U.S. GAAP
|
|
accounting standards generally accepted in the United States
|
UPI
|
|
USS-POSCO Industries, U. S. Steel and POSCO joint venture
|
USSC
|
|
U. S. Steel Canada Inc.
|
USSE
|
|
U. S. Steel Europe segment
|
USITC
|
|
U.S. International Trade Commission
|
USSK
|
|
U. S. Steel Košice
|
USSR
|
|
U. S. Steel Receivables LLC
|
USSS
|
|
U. S. Steel Serbia
|
USSTP
|
|
U. S. Steel Tubular Products
|
USW
|
|
United Steelworkers
|
Worthington
|
|
Worthington Specialty Processing, U. S. Steel and Worthington Industries, Inc. joint venture
|
WTO
|
|
World Trade Organization
|
1.
|
The name of the Corporation is United States Steel Corporation.
|
2.
|
The Seventh Article of the Restated Certificate of Incorporation is revised to read as follows:
|
3.
|
The amendment to the restated certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
|
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 Annual Incentive Compensation Plan (the “AICP Plan”).
|
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 Plan, (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 Plan.
|
B.
|
Definitions
. Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the LTI Plan and the AICP Plan. 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 Plan.
|
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 PERCENTILE function in Microsoft Excel
(i.e.
, without ranking 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)
|
Negative TSR Cap
. Payout of the TSR Awards shall be limited based on the Corporation’s Annualized TSR as follows:
|
(5)
|
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
|
(6)
|
Return on Capital Employed (ROCE)
. ROCE shall mean, using a weighted average based on each calendar year of the Performance Period, income or loss from consolidated worldwide operations (including minority interests), divided by consolidated worldwide capital employed (including minority interests) expressed as a percentage.
|
(7)
|
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). The following adjustment provisions shall be made in determining ROCE:
|
(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 Plan, 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
|
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 upon the number of complete months worked during the Performance Period, in the event of a Participant’s termination of employment by reason of Retirement, or Termination with Consent, to be calculated and delivered at the end of the relevant Performance Period, provided that the relevant performance goals are achieved. 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.
|
(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
|
(1)
|
Abbreviated Performance
. In the event of a Change of Control:
|
(a)
|
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
|
(b)
|
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
|
UNITED STATES STEEL CORPORATION
|
||
By:
|
/s/ D. B. Burritt
|
|
|
Name:
|
D. B. Burritt
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
JPMORGAN CHASE BANK, N.A. as Administrative Agent, LC Issuing Bank, Collateral Agent and Lender
|
|
By:
|
/s/ Peter Predun
|
|
Peter Predun
|
|
Executive Director
|
Bank of America, N.A.
|
|
By:
|
/s/ Matthew Bourgeois
|
Name: Matthew Bourgeois
|
|
Title: Senior Vice President
|
BARCLAYS BANK PLC
|
|
By:
|
/s/ Vanessa A. Kurbatskiy
|
Name: Vanessa A. Kurbatskiy
|
|
Title: Vice President
|
BMO Harris Bank, N.A.
|
|
By:
|
/s/ Quinn Heiden
|
Name: Quinn Heiden
|
|
Title: Director
|
By:
|
|
Name:
|
|
Title:
|
Citibank, N.A.
|
|
By:
|
/s/ Brendan Mackay
|
Name: Brendan Mackay
|
|
Title: Vice President and Director
|
CITIZENS BANK OF PENNSYLVANIA
|
|
By:
|
/s/ Jeffrey P. Mills
|
Name: Jeffrey P. Mills
|
|
Title: Vice President
|
Commerzbank AG New York Branch
|
|
By:
|
/s/ Barbara Stacks
|
Name: Barbara Stacks
|
|
Title: Vice President
|
By:
|
/s/ Anne Culver
|
Name: Anne Culver
|
|
Title: Assistant Vice President
|
Credit Suisse AG, Cayman Islands Branch
|
|
By:
|
/s/ Mikhail Faybusovich
|
Name: Mikhail Faybusovich
|
|
Title: Authorized Signatory
|
By:
|
/s/ Gregory Fantoni
|
Name: Gregory Fantoni
|
|
Title: Authorized Signatory
|
GOLDMAN SACHS BANK USA
|
|
By:
|
/s/ Jerry Li
|
Name: Jerry Li
|
|
Title: Authorized Signatory
|
By:
|
|
Name:
|
|
Title:
|
MORGAN STANLEY BANK, N.A.
|
|
By:
|
/s/Dmitriy Barskiy
|
Name: Dmitriy Barskiy
|
|
Title: Authorized Signatory
|
PNC Bank, National Association
|
|
By:
|
/s/Mahir J. Desai
|
Name: Mahir J. Desai
|
|
Title: Assistant Vice President
|
ROYAL BANK OF CANADA
|
|
By:
|
/s/ Andrew Chaykoski
|
Name: Andrew Chaykoski
|
|
Title: Attorney in Fact
|
By:
|
/s/ Marcelle Fernandes
|
Name: Marcelle Fernandes
|
|
Title: Attorney in Fact
|
SunTrust Bank
|
|
By:
|
/s/ Brian O’Fallon
|
Name: Brian O’ Fallon
|
|
Title: Director
|
By:
|
|
Name:
|
|
Title:
|
THE BANK OF NEW YORK MELLON
|
|
By:
|
/s/ William M. Feathers
|
Name: William M. Feathers
|
|
Title: Vice President
|
By:
|
|
Name:
|
|
Title:
|
THE BANK OF NOVA SCOTIA
|
|
By:
|
/s/ Kim Snyder
|
Name: Kim Snyder
|
|
Title: Director
|
By:
|
|
Name:
|
|
Title:
|
LENDER:
The Huntington National Bank,
a national banking association |
|
By:
|
/s/ Diana L. Guzze
|
Name: Diana L. Guzze
|
|
Title: Vice President
|
THE NORTHERN TRUST COMPANY
|
|
By:
|
/s/ Andrew Holtz
|
Name: Andrew Holtz
|
|
Title: Senior Vice President
|
Wells Fargo Bank, N.A.
|
|
By:
|
/s/ John Nocita
|
Name: John Nocita
|
|
Title: Senior Vice President
|
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 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 shall apply to the Section 16 officers of the Company for purposes of complying with
|
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 net sales, 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)
|
Net Sales
. Net Sales shall mean the total amount of net sales 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 Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA), Total EBITDA, and Cash Flow, including the Business Plan Target Segment EBITDA, Business Plan Target Total EBITDA, 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 EBITDA, Business Plan Total EBITDA, 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 EBITDA, Business Plan Target Total EBITDA, 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 EBITDA and Total EBITDA
. Segment EBITDA shall mean, for the Performance Period, EBITDA for each business unit (reportable segments and other businesses). Total EBITDA shall mean, for the Performance Period, total EBITDA for consolidated worldwide operations (including minority interests). EBITDA shall be determined as described in paragraph (2)(a) below.
|
(2)
|
Cash Flow
. Cash Flow shall mean, for the Performance Period, 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 non-represented employees at the properties and operations of United States Steel Corporation and its subsidiaries as contemplated by the targets set by the Committee at the beginning of the Performance Period. A serious injury case shall mean a work-related injury that prevents an employee from returning to work for 31 or more calendar days. Whether an employee injury or fatality is “work-related,” or not, will be determined by the Corporation’s top safety officer consistent with OSHA guidelines.
|
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 EBITDA Performance Goal to Participants
. The Committee shall assign to each Participant a Segment EBITDA 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 may be assigned a Weighted Segment EBITDA 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 EBITDA 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 EBITDA/Total EBITDA
. Segment EBITDA/Total EBITDA shall be weighted at 50% of the Total Corporate Payout Percent.
|
(2)
|
Cash Flow
. Cash Flow shall be weighted at 50% 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 EBITDA/Total EBITDA 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 EBITDA, Total EBITDA, 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 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.
|
(b)
|
Interpolation
. Interpolation will be used to determine an Incentive Award for performance that correlates to performance between the pre-determined Segment EBITDA, Total EBITDA and Cash Flow Performance Goals. The interpolated payout percentages for Segment EBITDA, Total EBITDA
|
(c)
|
Maximum award
. No one Participant may receive more than $20 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.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(Dollars in Millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss (earnings) before income taxes and noncontrolling interests
|
|
$
|
(1,459
|
)
|
|
$
|
170
|
|
|
$
|
(2,232
|
)
|
|
$
|
6
|
|
|
$
|
27
|
|
Fixed charges, as shown below
|
|
282
|
|
|
301
|
|
|
373
|
|
|
306
|
|
|
280
|
|
|||||
Adjustment for equity income
|
|
(38
|
)
|
|
(142
|
)
|
|
(40
|
)
|
|
(144
|
)
|
|
(85
|
)
|
|||||
Capitalized Interest
|
|
(14
|
)
|
|
(14
|
)
|
|
(19
|
)
|
|
(41
|
)
|
|
(39
|
)
|
|||||
Distributions from equity affiliates
|
|
11
|
|
|
8
|
|
|
13
|
|
|
99
|
|
|
33
|
|
|||||
Adjusted Earnings (Loss) (A)
|
|
$
|
(1,218
|
)
|
|
$
|
323
|
|
|
$
|
(1,905
|
)
|
|
$
|
226
|
|
|
$
|
216
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Portion of rentals representing interest
(a)
|
|
$
|
43
|
|
|
$
|
41
|
|
|
$
|
41
|
|
|
$
|
34
|
|
|
$
|
36
|
|
Capitalized interest
|
|
14
|
|
|
14
|
|
|
19
|
|
|
41
|
|
|
39
|
|
|||||
Other interest and fixed charges
|
|
225
|
|
|
246
|
|
|
313
|
|
|
231
|
|
|
205
|
|
|||||
Total fixed charges (B)
|
|
$
|
282
|
|
|
$
|
301
|
|
|
$
|
373
|
|
|
$
|
306
|
|
|
$
|
280
|
|
Ratio of (A) to (B)
|
|
(e)
|
|
|
1.07
|
|
|
(d)
|
|
|
(c)
|
|
|
(b)
|
|
(a)
|
The interest portion of the rental expense is calculated based on the appropriate proportion deemed representative of the interest component (i.e., one third of rental expense).
|
(b)
|
Earnings did not cover fixed charges by $64 million.
|
(c)
|
Earnings did not cover fixed charges by $80 million.
|
(d)
|
Earnings did not cover fixed charges by $2,278 million.
|
(e)
|
Earnings did cover fixed charges by $1,500 million.
|
Company Name
|
|||||
Chisholm Coal LLC
|
|||||
Chrome Deposit Corporation
|
|||||
Compagnie de Gestion de Mifergui- Nimba, LTEE
|
|||||
Cygnus Mines Limited
|
|||||
Double G Coatings, Inc.
|
|||||
Double G Coatings Company, L.P.
|
|||||
Essex Minerals Company
|
|||||
Fairfield Primary Operations, LLC
|
|||||
Feralloy Processing Company
|
|||||
GCW/USS Energy, LLC
|
|||||
Grant Assurance Corporation
|
|||||
Kanawha Coal LLC
|
|||||
Oilfield Technologies, Inc.
|
|||||
Orinoco Mining Company
|
|||||
Perdido Land Development Co., Inc.
|
|||||
PITCAL, Inc.
|
|||||
|
USS-POSCO Industries
|
||||
Pitcal Pipe, LLC
|
|||||
Preserve Village Developers, LLC
|
|||||
Stelco Holding Company
|
|||||
|
Ontario Coal Company
|
||||
|
Ontario Eveleth Company
|
||||
|
Ontario Hibbing Company
|
||||
|
Stelco Coal Company
|
||||
|
|
Stelco Erie Corporation
|
|||
|
|
Ontario Tilden Company
|
|||
Swan Point Yacht & Country Club, Inc.
|
|||||
|
Swan Point Development Company, LLC
|
||||
|
|
Brookfield Swan Point, LLC
|
|||
|
|
Swan Point Recreation, LLC
|
|||
Timber Wolf Land, LLC
|
|||||
Transtar, Inc.
|
|||||
|
Delray Connecting Railroad Company
|
||||
|
Gary Railway Company
|
||||
|
Tracks Traffic and Management Services, Inc.
|
||||
|
Texas & Northern Railway Company
|
||||
|
Lake Terminal Railroad Company, The
|
||||
|
|
Lorain Northern Company
|
|||
|
Union Railroad Company
|
||||
|
Birmingham Southern Railroad Company
|
||||
|
|
Fairfield Southern Company, Inc.
|
|||
|
|
Warrior & Gulf Navigation LLC
|
|||
U. S. Steel China, LLC
|
|||||
U. S. Steel Holdings, Inc.
|
|||||
|
U. S. Steel Holdings II, LLC
|
||||
|
|
Worldwide Steel C.V.
|
|||
|
|
|
U. S. Steel Global Holdings I B.V.
|
||
|
U. S. Steel Košice, s.r.o. (USSK)
|
Company Name
|
|
|
|
|
|
OBAL-SERVIS, a.s. Košice
|
|
|
|
|
|
U. S. Steel Košice – Labortest, s.r.o.
|
|
|
|
|
|
U. S. Steel Services s.r.o.
|
|
|
|
|
|
U. S. Steel Europe - Bohemia a.s.
|
|
|
|
|
|
U. S. Steel Europe - France S.A.
|
|
|
|
|
|
U.S. Steel Košice - SBS, s.r.o.
|
|
|
|
|
|
U. S. Steel Europe - Germany GmbH
|
|
|
|
|
|
U. S. Steel Europe - Italy S.r.l.
|
|
|
|
|
|
RMS, a.s. Košice
|
|
U. S. Steel Global Holdings II, B.V.
|
||||
|
|
|
|
U. S. Steel Canada Limited Partnership
|
|
|
U. S. Steel Holdings IV, Inc.
|
||||
U. S. Steel International of Canada, LTD.
|
|||||
U. S. Steel Mining Company, LLC
|
|||||
U. S. Steel Seamless Tubular Operations, LLC
|
|||||
U. S. Steel Timber Company, LLC
|
|||||
U. S. Steel Tubular Products, Inc.
|
|||||
|
U. S. Steel Oilwell Services, LLC
|
||||
|
|
Patriot Premium Threading Services, LLC
|
|||
|
U. S. Steel Tubular Products Canada Inc.
|
||||
|
U.S. Steel Produtos Tubulares do Brasil Ldta.
|
||||
|
Zinklahoma, Inc.
|
||||
|
Star Brazil US, LLC 2
|
||||
|
Star Brazil US, LLC 1
|
||||
|
|
Lone Star Brazil Holdings 1 Ltda.
|
|||
|
|
|
Lone Star Brazil Holdings 2 Ltda.
|
||
|
|
|
|
Apolo Tubulars S.A.
|
|
|
|
|
|
|
Apolo Tubulars International, Corp
|
|
Lone Star Steel Holdings, Inc.
|
||||
|
|
Lone Star Steel Holdings II, Inc.
|
|||
|
|
|
Fintube (Thailand) Limited
|
||
U. S. Steel Tubular Products Holdings, LLC
|
|||||
UEC Technologies, LLC
|
|||||
|
Met-Chem Canada, Inc.
|
||||
|
|
Met-Chem, Inc.
|
|||
|
USX Engineers and Consultants
|
||||
|
UEC Sail Information Technology, LTD.
|
||||
United States Steel International, Inc.
|
|||||
|
United States Steel Export Company de Mexico, S.R.L. de C.V.
|
||||
|
|
Acero Prime, S.R.L. de CV
|
|||
|
|
Acero Prime Servicios, S.R.L. de CV
|
|||
|
United States Steel International de Mexico, S.R.L. de C. V.
|
||||
USS Galvanizing, Inc.
|
|||||
|
PRO-TEC Coating Company
|
||||
|
|
PRO-TEC Coating Company, Inc.
|
|||
USS International Services, LLC
|
|||||
USS Lakeside, LLC
|
|||||
|
Chicago Lakeside Development, LLC
|
||||
USS Mine Management, Inc.
|
|||||
USS Oilwell Supply Co., LTD.
|
|||||
USS Oilwell Tubular, Inc.
|
|||||
USS Portfolio Delaware, Inc.
|
Company Name
|
USS WSP, LLC
|
|||||
|
Worthington Specialty Processing
|
||||
|
|
ProCoil Company, LLC
|
|||
|
|
Worthington Taylor, LLC
|
|||
USX International Sales Company, Inc.
|
Note:
On September 16, 2014, U. S. Steel Canada Inc. ("USSC") applied for relief from its creditors pursuant to Canada's Companies' Creditors Arrangement Act. That action caused U. S. Steel to determine that USSC and its subsidiaries were deconsolidated from U. S. Steel's financial statements as of the date of the filing. |
||
U. S. Steel Canada Inc.
|
||
|
The Steel Company of Canada, Limited
|
|
|
4347226 Canada Inc. (formerly HLE Mining GP Inc.)
|
|
|
The Stelco Plate Company Ltd.
|
|
|
U. S. Steel Tubular Products Canada GP Inc.
|
|
|
|
U. S. Steel Tubular Products Canada Limited Partnership
|
|
742784 Ontario Inc.
|
|
|
Baycoat Limited
|
|
|
Baycoat
|
|
|
D.C. Chrome Limited
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
February 29, 2016
|
|
/s/ Mario Longhi
|
|
|
Mario Longhi
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
February 29, 2016
|
|
/s/ David B. Burritt
|
|
|
David B. Burritt
|
|
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Annual Report on Form 10-K of United States Steel Corporation for the period ending
December 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 Annual Report on Form 10-K of United States Steel Corporation for the period ending
December 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)
|
|
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 (2100819, 2100820, 2100282)
|
|
78
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
$
|
184,435
|
|
|
—
|
|
|
no
|
|
no
|
|
104
|
|
|
85
|
|
|
56
|
|
Keewatin (2103352)
|
|
28
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
72,416
|
|
|
—
|
|
|
no
|
|
no
|
|
30
|
|
|
30
|
|
|
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 134 legal actions were to contest citations and proposed assessments.
|