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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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1-16811
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25-1897152
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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600 Grant Street, Pittsburgh, PA
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15219-2800
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
P
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Page
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PART I – FINANCIAL INFORMATION
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|
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Item 1.
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Financial Statements:
|
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Item 2.
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Item 3.
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Item 4.
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PART II – OTHER INFORMATION
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Item 1.
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||
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Item 4.
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Item 5.
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Item 6.
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
||||||||||||
(Dollars in millions, except per share amounts)
|
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2016
|
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2015
|
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2016
|
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2015
|
||||||||
Net sales:
|
|
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|
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|
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||||||||
Net sales
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$
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2,320
|
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$
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2,509
|
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$
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4,346
|
|
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$
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5,455
|
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Net sales to related parties (Note 18)
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264
|
|
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391
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|
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579
|
|
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717
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||||
Total
|
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2,584
|
|
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2,900
|
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4,925
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6,172
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||||
Operating expenses (income):
|
|
|
|
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|
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||||||||
Cost of sales (excludes items shown below)
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2,397
|
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2,792
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4,833
|
|
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5,858
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|
||||
Selling, general and administrative expenses
|
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64
|
|
|
107
|
|
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133
|
|
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209
|
|
||||
Depreciation, depletion and amortization
|
|
129
|
|
|
138
|
|
|
258
|
|
|
282
|
|
||||
Earnings from investees
|
|
(28
|
)
|
|
(17
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)
|
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(73
|
)
|
|
(23
|
)
|
||||
Loss on write-down of retained interest in USSC (Note 21)
|
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—
|
|
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255
|
|
|
—
|
|
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255
|
|
||||
Restructuring and other charges (Note 19)
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|
(6
|
)
|
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19
|
|
|
4
|
|
|
172
|
|
||||
Net (gain) loss on disposal of assets
|
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—
|
|
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(1
|
)
|
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3
|
|
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(1
|
)
|
||||
Other income, net
|
|
—
|
|
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(1
|
)
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—
|
|
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(1
|
)
|
||||
Total
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2,556
|
|
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3,292
|
|
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5,158
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6,751
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Earnings (loss) before interest and income taxes
|
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28
|
|
|
(392
|
)
|
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(233
|
)
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(579
|
)
|
||||
Interest expense
|
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60
|
|
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53
|
|
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115
|
|
|
104
|
|
||||
Interest income
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(2
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)
|
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—
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(3
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)
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—
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Loss on debt extinguishment
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24
|
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—
|
|
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22
|
|
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—
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||||
Other financial (income) costs
|
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(1
|
)
|
|
2
|
|
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12
|
|
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13
|
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||||
Net interest and other financial costs (Note 7)
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81
|
|
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55
|
|
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146
|
|
|
117
|
|
||||
Loss before income taxes
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(53
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)
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(447
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)
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(379
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)
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(696
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)
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Income tax (benefit) provision (Note 9)
|
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(7
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)
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(186
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)
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7
|
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(360
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)
|
||||
Net loss
|
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(46
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)
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(261
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)
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(386
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)
|
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(336
|
)
|
||||
Less: Net earnings attributable to noncontrolling interests
|
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—
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—
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—
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—
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Net loss attributable to United States Steel Corporation
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$
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(46
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)
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$
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(261
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)
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$
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(386
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)
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$
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(336
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)
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Loss per common share
(Note 10):
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|
|
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Loss per share attributable to United States Steel Corporation stockholders:
|
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|
|
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-Basic
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$
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(0.32
|
)
|
|
$
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(1.79
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)
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$
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(2.64
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)
|
|
$
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(2.31
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)
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-Diluted
|
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$
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(0.32
|
)
|
|
$
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(1.79
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)
|
|
$
|
(2.64
|
)
|
|
$
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(2.31
|
)
|
|
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Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(Dollars in millions)
|
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2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss
|
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$
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(46
|
)
|
|
$
|
(261
|
)
|
|
$
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(386
|
)
|
|
$
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(336
|
)
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Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
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Changes in foreign currency translation adjustments
|
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(31
|
)
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|
25
|
|
|
31
|
|
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(78
|
)
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||||
Changes in pension and other employee benefit accounts
|
|
42
|
|
|
44
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|
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(182
|
)
|
|
87
|
|
||||
Changes in unrecognized losses on derivatives
|
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11
|
|
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—
|
|
|
21
|
|
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—
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Total other comprehensive (loss) income, net of tax
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22
|
|
|
69
|
|
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(130
|
)
|
|
9
|
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||||
Comprehensive loss including noncontrolling interest
|
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(24
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)
|
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(192
|
)
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(516
|
)
|
|
(327
|
)
|
||||
Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Comprehensive loss attributable to United States Steel Corporation
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|
$
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(24
|
)
|
|
$
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(192
|
)
|
|
$
|
(516
|
)
|
|
$
|
(327
|
)
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(Dollars in millions)
|
|
(Unaudited)
June 30, 2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
820
|
|
|
$
|
755
|
|
Receivables, less allowance of $26 and $28
|
|
1,091
|
|
|
864
|
|
||
Receivables from related parties, less allowance of $271 and $254 (Note 18)
|
|
159
|
|
|
199
|
|
||
Inventories (Note 11)
|
|
1,675
|
|
|
2,074
|
|
||
Other current assets
|
|
32
|
|
|
25
|
|
||
Total current assets
|
|
3,777
|
|
|
3,917
|
|
||
Property, plant and equipment
|
|
14,412
|
|
|
14,253
|
|
||
Less accumulated depreciation and depletion
|
|
10,106
|
|
|
9,842
|
|
||
Total property, plant and equipment, net
|
|
4,306
|
|
|
4,411
|
|
||
Investments and long-term receivables, less allowance of $7 in both periods
|
|
534
|
|
|
540
|
|
||
Long-term receivables from related parties, less allowance of $1,599 and $1,446 (Note 18)
|
|
—
|
|
|
—
|
|
||
Intangibles – net (Note 5)
|
|
193
|
|
|
196
|
|
||
Deferred income tax benefits (Note 9)
|
|
14
|
|
|
15
|
|
||
Other noncurrent assets
|
|
117
|
|
|
88
|
|
||
Total assets
|
|
$
|
8,941
|
|
|
$
|
9,167
|
|
Liabilities
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and other accrued liabilities
|
|
$
|
1,542
|
|
|
$
|
1,412
|
|
Accounts payable to related parties (Note 18)
|
|
89
|
|
|
81
|
|
||
Payroll and benefits payable
|
|
455
|
|
|
462
|
|
||
Accrued taxes
|
|
109
|
|
|
99
|
|
||
Accrued interest
|
|
46
|
|
|
49
|
|
||
Short-term debt and current maturities of long-term debt (Note 13)
|
|
82
|
|
|
45
|
|
||
Total current liabilities
|
|
2,323
|
|
|
2,148
|
|
||
Long-term debt, less unamortized discount and debt issuance costs (Note 13)
|
|
3,058
|
|
|
3,093
|
|
||
Employee benefits
|
|
1,260
|
|
|
1,101
|
|
||
Deferred income tax liabilities (Note 9)
|
|
28
|
|
|
29
|
|
||
Deferred credits and other noncurrent liabilities
|
|
358
|
|
|
359
|
|
||
Total liabilities
|
|
7,027
|
|
|
6,730
|
|
||
Contingencies and commitments (Note 20)
|
|
|
|
|
||||
Stockholders’ Equity
(Note 16):
|
|
|
|
|
||||
Common stock (150,925,911 shares issued) (Note 10)
|
|
151
|
|
|
151
|
|
||
Treasury stock, at cost (4,211,688 and 4,644,867 shares)
|
|
(297
|
)
|
|
(339
|
)
|
||
Additional paid-in capital
|
|
3,555
|
|
|
3,603
|
|
||
(Accumulated deficit) retained earnings
|
|
(197
|
)
|
|
190
|
|
||
Accumulated other comprehensive loss (Note 17)
|
|
(1,299
|
)
|
|
(1,169
|
)
|
||
Total United States Steel Corporation stockholders’ equity
|
|
1,913
|
|
|
2,436
|
|
||
Noncontrolling interests
|
|
1
|
|
|
1
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
8,941
|
|
|
$
|
9,167
|
|
|
|
Six Months Ended
June 30, |
||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
||||
Operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(386
|
)
|
|
$
|
(336
|
)
|
Adjustments to reconcile to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation, depletion and amortization
|
|
258
|
|
|
282
|
|
||
Loss on write-down of retained interest in USSC (Note 21)
|
|
—
|
|
|
255
|
|
||
Restructuring and other charges (Note 19)
|
|
4
|
|
|
172
|
|
||
Provision for doubtful accounts
|
|
—
|
|
|
(16
|
)
|
||
Pensions and other postretirement benefits
|
|
(21
|
)
|
|
(24
|
)
|
||
Deferred income taxes
|
|
2
|
|
|
(345
|
)
|
||
Net loss (gain) on disposal of assets
|
|
3
|
|
|
(1
|
)
|
||
Distributions received, net of equity investees earnings
|
|
(70
|
)
|
|
(18
|
)
|
||
Changes in:
|
|
|
|
|
||||
Current receivables
|
|
(182
|
)
|
|
371
|
|
||
Inventories
|
|
404
|
|
|
142
|
|
||
Current accounts payable and accrued expenses
|
|
213
|
|
|
(351
|
)
|
||
Income taxes receivable/payable
|
|
6
|
|
|
18
|
|
||
Bank checks outstanding
|
|
9
|
|
|
11
|
|
||
All other, net
|
|
73
|
|
|
(9
|
)
|
||
Net cash provided by operating activities
|
|
313
|
|
|
151
|
|
||
Investing activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(217
|
)
|
|
(212
|
)
|
||
Acquisitions (Note 4)
|
|
—
|
|
|
(25
|
)
|
||
Disposal of assets
|
|
1
|
|
|
1
|
|
||
Change in restricted cash, net
|
|
(3
|
)
|
|
7
|
|
||
Investments, net
|
|
(15
|
)
|
|
(2
|
)
|
||
Net cash used in investing activities
|
|
(234
|
)
|
|
(231
|
)
|
||
Financing activities:
|
|
|
|
|
||||
Issuance of long-term debt, net of financing costs
|
|
958
|
|
|
—
|
|
||
Repayment of long-term debt
|
|
(962
|
)
|
|
(18
|
)
|
||
Receipts from exercise of stock options
|
|
—
|
|
|
1
|
|
||
Dividends paid
|
|
(15
|
)
|
|
(15
|
)
|
||
Net cash used in financing activities
|
|
(19
|
)
|
|
(32
|
)
|
||
Effect of exchange rate changes on cash
|
|
5
|
|
|
(32
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
65
|
|
|
(144
|
)
|
||
Cash and cash equivalents at beginning of year
|
|
755
|
|
|
1,354
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
820
|
|
|
$
|
1,210
|
|
(In millions)
Three Months Ended June 30, 2016
|
|
Customer
Sales |
|
Intersegment
Sales |
|
Net
Sales |
|
Earnings
(loss) from investees |
|
Earnings (Loss) Before Interest and Income Taxes
|
||||||||||
Flat-Rolled
|
|
$
|
1,926
|
|
|
$
|
—
|
|
|
$
|
1,926
|
|
|
$
|
27
|
|
|
$
|
6
|
|
USSE
|
|
565
|
|
|
1
|
|
|
566
|
|
|
—
|
|
|
55
|
|
|||||
Tubular
|
|
81
|
|
|
2
|
|
|
83
|
|
|
2
|
|
|
(78
|
)
|
|||||
Total reportable segments
|
|
2,572
|
|
|
3
|
|
|
2,575
|
|
|
29
|
|
|
(17
|
)
|
|||||
Other Businesses
|
|
12
|
|
|
25
|
|
|
37
|
|
|
(1
|
)
|
|
10
|
|
|||||
Reconciling Items and Eliminations
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|
—
|
|
|
35
|
|
|||||
Total
|
|
$
|
2,584
|
|
|
$
|
—
|
|
|
$
|
2,584
|
|
|
$
|
28
|
|
|
$
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
|
|
$
|
2,125
|
|
|
$
|
69
|
|
|
$
|
2,194
|
|
|
$
|
17
|
|
|
$
|
(64
|
)
|
USSE
|
|
600
|
|
|
1
|
|
|
601
|
|
|
—
|
|
|
20
|
|
|||||
Tubular
|
|
160
|
|
|
—
|
|
|
160
|
|
|
2
|
|
|
(66
|
)
|
|||||
Total reportable segments
|
|
2,885
|
|
|
70
|
|
|
2,955
|
|
|
19
|
|
|
(110
|
)
|
|||||
Other Businesses
|
|
15
|
|
|
25
|
|
|
40
|
|
|
(2
|
)
|
|
6
|
|
|||||
Reconciling Items and Eliminations
|
|
—
|
|
|
(95
|
)
|
|
(95
|
)
|
|
—
|
|
|
(288
|
)
|
|||||
Total
|
|
$
|
2,900
|
|
|
$
|
—
|
|
|
$
|
2,900
|
|
|
$
|
17
|
|
|
$
|
(392
|
)
|
(In millions)
Six Months Ended June 30, 2016
|
|
Customer
Sales |
|
Intersegment
Sales |
|
Net
Sales |
|
Earnings
(loss) from investees |
|
Earnings (Loss) Before Interest and Income Taxes
|
||||||||||
Flat-Rolled
|
|
$
|
3,657
|
|
|
$
|
16
|
|
|
$
|
3,673
|
|
|
$
|
71
|
|
|
$
|
(182
|
)
|
USSE
|
|
1,041
|
|
|
2
|
|
|
1,043
|
|
|
—
|
|
|
41
|
|
|||||
Tubular
|
|
190
|
|
|
1
|
|
|
191
|
|
|
4
|
|
|
(142
|
)
|
|||||
Total reportable segments
|
|
4,888
|
|
|
19
|
|
|
4,907
|
|
|
75
|
|
|
(283
|
)
|
|||||
Other Businesses
|
|
37
|
|
|
53
|
|
|
90
|
|
|
(2
|
)
|
|
24
|
|
|||||
Reconciling Items and Eliminations
|
|
—
|
|
|
(72
|
)
|
|
(72
|
)
|
|
—
|
|
|
26
|
|
|||||
Total
|
|
$
|
4,925
|
|
|
$
|
—
|
|
|
$
|
4,925
|
|
|
$
|
73
|
|
|
$
|
(233
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
|
|
$
|
4,318
|
|
|
$
|
173
|
|
|
$
|
4,491
|
|
|
$
|
22
|
|
|
$
|
(131
|
)
|
USSE
|
|
1,292
|
|
|
1
|
|
|
1,293
|
|
|
—
|
|
|
57
|
|
|||||
Tubular
|
|
531
|
|
|
—
|
|
|
531
|
|
|
4
|
|
|
(65
|
)
|
|||||
Total reportable segments
|
|
6,141
|
|
|
174
|
|
|
6,315
|
|
|
26
|
|
|
(139
|
)
|
|||||
Other Businesses
|
|
31
|
|
|
54
|
|
|
85
|
|
|
(3
|
)
|
|
14
|
|
|||||
Reconciling Items and Eliminations
|
|
—
|
|
|
(228
|
)
|
|
(228
|
)
|
|
—
|
|
|
(454
|
)
|
|||||
Total
|
|
$
|
6,172
|
|
|
$
|
—
|
|
|
$
|
6,172
|
|
|
$
|
23
|
|
|
$
|
(579
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Items not allocated to segments:
|
|
|
|
|
|
|
|
|
||||||||
Postretirement benefit (expense)
(a)
|
|
$
|
12
|
|
|
$
|
(14
|
)
|
|
$
|
28
|
|
|
$
|
(27
|
)
|
Other items not allocated to segments:
|
|
|
|
|
|
|
|
|
||||||||
Loss on write-down of retained interest in USSC (Note 21)
|
|
—
|
|
|
(255
|
)
|
|
—
|
|
|
(255
|
)
|
||||
Restructuring and other charges and adjustments
(b)
|
|
23
|
|
|
(19
|
)
|
|
(2
|
)
|
|
(19
|
)
|
||||
Loss on shutdown of coke production facilities
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(153
|
)
|
||||
Total other items not allocated to segments
|
|
23
|
|
|
(274
|
)
|
|
(2
|
)
|
|
(427
|
)
|
||||
Total reconciling items
|
|
$
|
35
|
|
|
$
|
(288
|
)
|
|
$
|
26
|
|
|
$
|
(454
|
)
|
|
|
|
|
As of June 30, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||
(In millions)
|
|
Useful
Lives |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationships
|
|
22-23 Years
|
|
$
|
132
|
|
|
$
|
55
|
|
|
$
|
77
|
|
|
$
|
132
|
|
|
$
|
52
|
|
|
$
|
80
|
|
Other
|
|
2-20 Years
|
|
17
|
|
|
9
|
|
|
8
|
|
|
17
|
|
|
8
|
|
|
9
|
|
||||||
Total amortizable intangible assets
|
|
|
|
$
|
149
|
|
|
$
|
64
|
|
|
$
|
85
|
|
|
$
|
149
|
|
|
$
|
60
|
|
|
$
|
89
|
|
|
|
Pension
Benefits |
|
Other
Benefits |
||||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost
|
|
$
|
13
|
|
|
$
|
27
|
|
|
$
|
5
|
|
|
$
|
6
|
|
Interest cost
|
|
65
|
|
|
65
|
|
|
24
|
|
|
25
|
|
||||
Expected return on plan assets
|
|
(105
|
)
|
|
(111
|
)
|
|
(38
|
)
|
|
(39
|
)
|
||||
Amortization of prior service cost
|
|
3
|
|
|
5
|
|
|
7
|
|
|
(1
|
)
|
||||
Amortization of actuarial net loss
|
|
32
|
|
|
64
|
|
|
1
|
|
|
1
|
|
||||
Net periodic benefit cost (income), excluding below
|
|
8
|
|
|
50
|
|
|
(1
|
)
|
|
(8
|
)
|
||||
Multiemployer plans
|
|
15
|
|
|
16
|
|
|
—
|
|
|
—
|
|
||||
Settlement, termination and curtailment losses
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost (income)
|
|
$
|
26
|
|
|
$
|
68
|
|
|
$
|
(1
|
)
|
|
$
|
(8
|
)
|
|
|
Pension
Benefits |
|
Other
Benefits |
||||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service cost
|
|
$
|
26
|
|
|
$
|
53
|
|
|
$
|
10
|
|
|
$
|
11
|
|
Interest cost
|
|
130
|
|
|
131
|
|
|
49
|
|
|
49
|
|
||||
Expected return on plan assets
|
|
(210
|
)
|
|
(221
|
)
|
|
(75
|
)
|
|
(77
|
)
|
||||
Amortization of prior service cost
|
|
6
|
|
|
9
|
|
|
13
|
|
|
(3
|
)
|
||||
Amortization of actuarial net loss
|
|
64
|
|
|
128
|
|
|
1
|
|
|
3
|
|
||||
Net periodic benefit cost (income), excluding below
|
|
16
|
|
|
100
|
|
|
(2
|
)
|
|
(17
|
)
|
||||
Multiemployer plans
|
|
32
|
|
|
34
|
|
|
—
|
|
|
—
|
|
||||
Settlement, termination and curtailment losses
|
|
3
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost (income)
|
|
$
|
51
|
|
|
$
|
139
|
|
|
$
|
(2
|
)
|
|
$
|
(17
|
)
|
Black-Scholes Assumptions
(a)
|
|
2016 Grants
|
2015 Grants
|
||||
Grant date price per share of option award
|
|
$
|
14.78
|
|
$
|
24.74
|
|
Exercise price per share of option award
|
|
$
|
14.78
|
|
$
|
24.74
|
|
Expected annual dividends per share, at grant date
|
|
$
|
0.20
|
|
$
|
0.20
|
|
Expected life in years
|
|
5.0
|
|
5.0
|
|
||
Expected volatility
|
|
53
|
%
|
47
|
%
|
||
Risk-free interest rate
|
|
1.463
|
%
|
1.639
|
%
|
||
Grant date fair value per share of unvested option awards as calculated from above
|
|
$
|
6.24
|
|
$
|
10.02
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Dollars in millions, except per share amounts)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Loss attributable to United States Steel Corporation stockholders
|
|
$
|
(46
|
)
|
|
$
|
(261
|
)
|
|
$
|
(386
|
)
|
|
$
|
(336
|
)
|
Weighted-average shares outstanding (in thousands):
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
146,582
|
|
|
145,962
|
|
|
146,492
|
|
|
145,848
|
|
||||
Effect of stock options, restricted stock units and performance awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Adjusted weighted-average shares outstanding, diluted
|
|
146,582
|
|
|
145,962
|
|
|
146,492
|
|
|
145,848
|
|
||||
Basic loss per common share
|
|
$
|
(0.32
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(2.64
|
)
|
|
$
|
(2.31
|
)
|
Diluted loss per common share
|
|
$
|
(0.32
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(2.64
|
)
|
|
$
|
(2.31
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30, |
||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||
Securities granted under the 2005 Stock Incentive Plan, as amended
|
|
10,126
|
|
|
9,139
|
|
10,126
|
|
|
9,139
|
(In millions)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Raw materials
|
|
$
|
440
|
|
|
$
|
766
|
|
Semi-finished products
|
|
767
|
|
|
841
|
|
||
Finished products
|
|
407
|
|
|
392
|
|
||
Supplies and sundry items
|
|
61
|
|
|
75
|
|
||
Total
|
|
$
|
1,675
|
|
|
$
|
2,074
|
|
|
|
|
|
Fair Value
|
|
Fair Value
|
||||
(In millions)
|
|
Balance Sheet
Location |
|
June 30, 2016
|
|
December 31, 2015
|
||||
Foreign exchange forward contracts
|
|
Accounts receivable
|
|
$
|
2
|
|
|
$
|
4
|
|
Foreign exchange forward contracts
|
|
Accounts payable
|
|
$
|
2
|
|
|
$
|
1
|
|
(In millions)
|
|
Statement of
Operations Location |
|
Amount of Gain (Loss)
|
|
Amount of Gain (Loss)
|
||||
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended
June 30, 2016 |
||||||
Foreign exchange forward contracts
|
|
Other financial income/
costs |
|
$
|
(6
|
)
|
|
$
|
4
|
|
(In millions)
|
|
Statement of
Operations Location |
|
Amount of Gain (Loss)
|
|
Amount of Gain (Loss)
|
||||
|
|
Three Months Ended
June 30, 2015 |
|
Six Months Ended June 30, 2015
|
||||||
Foreign exchange forward contracts
|
|
Other financial income/
costs |
|
$
|
(11
|
)
|
|
$
|
32
|
|
(In millions)
|
|
Interest
Rates %
|
|
Maturity
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
2037 Senior Notes
|
|
6.65
|
|
2037
|
|
$
|
350
|
|
|
$
|
350
|
|
2022 Senior Notes
|
|
7.50
|
|
2022
|
|
400
|
|
|
400
|
|
||
2021 Senior Notes
|
|
6.875
|
|
2021
|
|
251
|
|
|
275
|
|
||
2021 Senior Secured Notes
|
|
8.375
|
|
2021
|
|
980
|
|
|
—
|
|
||
2020 Senior Notes
|
|
7.375
|
|
2020
|
|
450
|
|
|
600
|
|
||
2018 Senior Notes
|
|
7.00
|
|
2018
|
|
161
|
|
|
500
|
|
||
2017 Senior Notes
|
|
6.05
|
|
2017
|
|
—
|
|
|
450
|
|
||
Environmental Revenue Bonds
|
|
5.50 - 6.88
|
|
2016 - 2042
|
|
490
|
|
|
490
|
|
||
Recovery Zone Facility Bonds
|
|
6.75
|
|
2040
|
|
70
|
|
|
70
|
|
||
Fairfield Caster Lease
|
|
|
|
2022
|
|
29
|
|
|
30
|
|
||
Other capital leases and all other obligations
|
|
|
|
2019
|
|
1
|
|
|
1
|
|
||
Third Amended and Restated Credit Agreement
|
|
Variable
|
|
2020
|
|
—
|
|
|
—
|
|
||
USSK Revolver
|
|
Variable
|
|
2019
|
|
—
|
|
|
—
|
|
||
USSK credit facilities
|
|
Variable
|
|
2016 - 2018
|
|
—
|
|
|
—
|
|
||
Total Debt
|
|
|
|
|
|
3,182
|
|
|
3,166
|
|
||
Less unamortized discount and debt issuance costs
|
|
|
|
|
|
3
|
|
|
5
|
|
||
Less deferred issuance costs
|
|
|
|
|
|
39
|
|
|
23
|
|
||
Less short-term debt and long-term debt due within one year
(a)
|
|
|
|
|
|
82
|
|
|
45
|
|
||
Long-term debt
|
|
|
|
|
|
$
|
3,058
|
|
|
$
|
3,093
|
|
Year
|
Redemption Price
|
|
2018
|
106.28
|
%
|
2019
|
104.19
|
%
|
2020 and thereafter
|
100.00
|
%
|
(In millions)
|
|
June 30, 2016
|
|
December 31, 2015
|
|
||||
Balance at beginning of year
|
|
$
|
89
|
|
|
$
|
48
|
|
|
Additional obligations incurred
|
|
3
|
|
|
45
|
|
(a)
|
||
Obligations settled
|
|
(6
|
)
|
|
(6
|
)
|
|
||
Foreign currency translation effects
|
|
—
|
|
|
(1
|
)
|
|
||
Accretion expense
|
|
1
|
|
|
3
|
|
|
||
Balance at end of period
|
|
$
|
87
|
|
|
$
|
89
|
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
(In millions)
|
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(a)
|
|
$
|
2,946
|
|
|
$
|
3,109
|
|
|
$
|
1,896
|
|
|
$
|
3,107
|
|
Six Months Ended June 30, 2016 (In millions)
|
|
Total
|
|
Retained
Earnings |
|
Accumulated
Other Comprehensive (Loss) Income |
|
Common
Stock |
|
Treasury
Stock |
|
Paid-in
Capital |
|
Non-
Controlling Interest |
||||||||||||||
Balance at beginning of year
|
|
$
|
2,437
|
|
|
$
|
190
|
|
|
$
|
(1,169
|
)
|
|
$
|
151
|
|
|
$
|
(339
|
)
|
|
$
|
3,603
|
|
|
$
|
1
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
|
(386
|
)
|
|
(386
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pension and other benefit adjustments
|
|
(182
|
)
|
|
|
|
(182
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Currency translation adjustment
|
|
31
|
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
||||||||||||
Employee stock plans
|
|
9
|
|
|
|
|
|
|
|
|
42
|
|
|
(33
|
)
|
|
|
|||||||||||
Dividends paid on common stock
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
(15
|
)
|
|
|
|||||||||||
Other
|
|
20
|
|
|
(1
|
)
|
|
$
|
21
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at June 30, 2016
|
|
$
|
1,914
|
|
|
$
|
(197
|
)
|
|
$
|
(1,299
|
)
|
|
$
|
151
|
|
|
$
|
(297
|
)
|
|
$
|
3,555
|
|
|
$
|
1
|
|
Six Months Ended June 30, 2015 (In millions)
|
|
Total
|
|
Retained
Earnings |
|
Accumulated
Other Comprehensive (Loss) Income |
|
Common
Stock |
|
Treasury
Stock |
|
Paid-in
Capital |
|
Non-
Controlling Interest |
||||||||||||||
Balance at beginning of year
|
|
$
|
3,800
|
|
|
$
|
1,862
|
|
|
$
|
(1,441
|
)
|
|
$
|
151
|
|
|
$
|
(396
|
)
|
|
$
|
3,623
|
|
|
$
|
1
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
|
(336
|
)
|
|
(336
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pension and other benefit adjustments
|
|
87
|
|
|
|
|
87
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency translation adjustment
|
|
(78
|
)
|
|
|
|
(78
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
Employee stock plans
|
|
24
|
|
|
|
|
|
|
|
|
51
|
|
|
(27
|
)
|
|
|
|||||||||||
Dividends paid on common stock
|
|
(15
|
)
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other
|
|
(1
|
)
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2015
|
|
$
|
3,481
|
|
|
$
|
1,510
|
|
|
$
|
(1,432
|
)
|
|
$
|
151
|
|
|
$
|
(345
|
)
|
|
$
|
3,596
|
|
|
$
|
1
|
|
(In millions)
(a)
|
|
Pension and
Other Benefit Items |
|
Foreign
Currency Items |
|
Other
|
|
Total
|
||||||||
Balance at December 31, 2015
|
|
$
|
(1,479
|
)
|
|
$
|
312
|
|
|
$
|
(2
|
)
|
|
$
|
(1,169
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(95
|
)
|
|
31
|
|
|
17
|
|
|
(47
|
)
|
||||
Amounts reclassified from AOCI
|
|
(87
|
)
|
(b)
|
—
|
|
|
4
|
|
|
(83
|
)
|
||||
Net current-period other comprehensive income
|
|
(182
|
)
|
|
31
|
|
|
21
|
|
|
(130
|
)
|
||||
Balance at June 30, 2016
|
|
$
|
(1,661
|
)
|
|
$
|
343
|
|
|
$
|
19
|
|
|
$
|
(1,299
|
)
|
|
|
|
Amount reclassified from AOCI
|
||||||||||||||
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
(a)
|
Details about AOCI components
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
Amortization of pension and other benefit items
|
|
|
|
|
|
|
|
|
||||||||
|
Prior service costs
(b)
|
|
$
|
(10
|
)
|
|
$
|
(4
|
)
|
|
$
|
(19
|
)
|
|
$
|
(6
|
)
|
|
Actuarial losses
(b)
|
|
(33
|
)
|
|
(65
|
)
|
|
(65
|
)
|
|
(131
|
)
|
||||
|
Settlement, termination and curtailment
(losses) (b) |
|
(3
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(5
|
)
|
||||
|
Total before tax
|
|
(46
|
)
|
|
(71
|
)
|
|
(87
|
)
|
|
(142
|
)
|
||||
|
Tax benefit
|
|
—
|
|
|
27
|
|
|
—
|
|
|
54
|
|
||||
|
Net of tax
(c)
|
|
$
|
(46
|
)
|
|
$
|
(44
|
)
|
|
$
|
(87
|
)
|
|
$
|
(88
|
)
|
|
|
Employee Related
|
|
Exit
|
|
|
||||||
(in millions)
|
|
Costs
|
|
Costs
|
|
Total
|
||||||
Balance at December 31, 2015
|
|
$
|
48
|
|
|
$
|
107
|
|
|
$
|
155
|
|
|
|
|
|
|
|
|
||||||
Additional charges
|
|
18
|
|
|
—
|
|
|
18
|
|
|||
Cash payments/utilization
|
|
(24
|
)
|
|
(24
|
)
|
|
(48
|
)
|
|||
Other adjustments and reclassifications
|
|
(13
|
)
|
|
(1
|
)
|
|
(14
|
)
|
|||
|
|
|
|
|
|
|
||||||
Balance at June 30, 2016
|
|
$
|
29
|
|
|
$
|
82
|
|
|
$
|
111
|
|
(in millions)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Accounts payable
|
|
$
|
59
|
|
|
$
|
90
|
|
Payroll and benefits payable
|
|
30
|
|
|
48
|
|
||
Employee Benefits
|
|
2
|
|
|
—
|
|
||
Deferred credits and other noncurrent liabilities
|
|
$
|
20
|
|
|
$
|
17
|
|
Total
|
|
$
|
111
|
|
|
$
|
155
|
|
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
|
June 30, 2016
|
|
3,315
|
|
145
|
|
130
|
|
3,300
|
(In millions)
|
Six Months Ended June 30, 2016
|
||
Beginning of period
|
$
|
197
|
|
Accruals for environmental remediation deemed probable and reasonably estimable
|
1
|
|
|
Adjustments for changes in estimates
|
(4
|
)
|
|
Obligations settled
|
(6
|
)
|
|
End of period
|
$
|
188
|
|
(In millions)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Accounts payable
|
|
$
|
15
|
|
|
$
|
14
|
|
Deferred credits and other noncurrent liabilities
|
|
173
|
|
|
183
|
|
||
Total
|
|
$
|
188
|
|
|
$
|
197
|
|
(1)
|
Projects with Ongoing Study and Scope Development -
Projects which are still in the development phase. For these projects, the extent of remediation that may be required is not yet known, the remediation methods and plans are not yet developed, and/or cost estimates cannot be determined. Therefore, significant costs, in addition to the accrued liabilities for these projects, are reasonably possible. There are
five
environmental remediation projects where additional costs for completion are not currently estimable, but could be material. These projects are at Fairfield Works, Lorain Tubular, USS-POSCO Industries (UPI), the Fairless Plant, and the former steelmaking plant at Joliet, Illinois. As of
June 30, 2016
, accrued liabilities for these projects totaled
$1 million
for the costs of studies, investigations, interim measures, design and/or remediation. It is reasonably possible that additional liabilities associated with future requirements regarding studies, investigations, design and remediation for these projects could be as much as
$25 million
to
$40 million
.
|
(2)
|
Significant Projects with Defined Scope -
Projects with significant accrued liabilities with a defined scope. As of
June 30, 2016
, there are
four
significant projects with defined scope greater than or equal to
$5 million
each, with a total accrued liability of
$147 million
. These projects are Gary RCRA (accrued liability of
$31 million
), the former Geneva facility (accrued liability of
$63 million
), the former Duluth facility St. Louis River Estuary (accrued liability of
$48 million
), and the Solid Waste Management Unit (SWMU) #4 at UPI (accrued liability of
$5 million
).
|
(3)
|
Other Projects with a Defined Scope -
Projects with relatively small accrued liabilities for which we believe that, while additional costs are possible, they are not likely to be significant, and also include those projects for which we do not yet possess sufficient information to estimate potential costs to U. S. Steel. There are
|
Remainder of 2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Later
Years |
|
Total
|
$313
|
|
$571
|
|
$564
|
|
$325
|
|
$299
|
|
$1,412
|
|
$3,484
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
||||||||||||||
(Dollars in millions, excluding intersegment sales)
|
|
2016
|
|
2015
|
|
%
Change
|
|
2016
|
|
2015
|
%
Change
|
||||||||||
Flat-Rolled Products (Flat-Rolled)
|
|
$
|
1,926
|
|
|
$
|
2,125
|
|
|
(9
|
)%
|
|
$
|
3,657
|
|
|
$
|
4,318
|
|
(15
|
)%
|
U. S. Steel Europe (USSE)
|
|
565
|
|
|
600
|
|
|
(6
|
)%
|
|
1,041
|
|
|
1,292
|
|
(19
|
)%
|
||||
Tubular Products (Tubular)
|
|
81
|
|
|
160
|
|
|
(49
|
)%
|
|
190
|
|
|
531
|
|
(64
|
)%
|
||||
Total sales from reportable segments
|
|
2,572
|
|
|
2,885
|
|
|
(11
|
)%
|
|
4,888
|
|
|
6,141
|
|
(20
|
)%
|
||||
Other Businesses
|
|
12
|
|
|
15
|
|
|
(20
|
)%
|
|
37
|
|
|
31
|
|
19
|
%
|
||||
Net sales
|
|
$
|
2,584
|
|
|
$
|
2,900
|
|
|
(11
|
)%
|
|
$
|
4,925
|
|
|
$
|
6,172
|
|
(20
|
)%
|
|
|
Hypothetical Rate
Increase (Decrease) |
||||||
(Dollars in millions)
|
|
1%
|
|
(1)%
|
||||
Expected return on plan assets
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension cost
|
|
$
|
(76
|
)
|
|
$
|
76
|
|
Discount rate
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension & other benefits costs for 2016
|
|
$
|
(9
|
)
|
|
$
|
7
|
|
Pension & other benefits obligations
|
|
$
|
(752
|
)
|
|
$
|
885
|
|
Health care cost escalation trend rates
|
|
|
|
|
||||
Incremental increase (decrease) in:
|
|
|
|
|
||||
Other postretirement benefit obligations
|
|
$
|
95
|
|
|
$
|
82
|
|
Service and interest cost components for 2016
|
|
$
|
4
|
|
|
$
|
(4
|
)
|
|
|
Three Months Ended
June 30, |
|
%
Change |
|
Six Months Ended
June 30, |
|
%
Change |
||||||||||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
||||||||||||
Flat-Rolled
|
|
$
|
6
|
|
|
$
|
(64
|
)
|
|
(109
|
)%
|
|
$
|
(182
|
)
|
|
$
|
(131
|
)
|
|
39
|
%
|
USSE
|
|
55
|
|
|
20
|
|
|
175
|
%
|
|
41
|
|
|
57
|
|
|
(28
|
)%
|
||||
Tubular
|
|
(78
|
)
|
|
(66
|
)
|
|
18
|
%
|
|
(142
|
)
|
|
(65
|
)
|
|
118
|
%
|
||||
Total loss from reportable segments
|
|
(17
|
)
|
|
(110
|
)
|
|
(85
|
)%
|
|
(283
|
)
|
|
(139
|
)
|
|
104
|
%
|
||||
Other Businesses
|
|
10
|
|
|
6
|
|
|
67
|
%
|
|
24
|
|
|
14
|
|
|
71
|
%
|
||||
Segment loss before interest and income taxes
|
|
(7
|
)
|
|
(104
|
)
|
|
(93
|
)%
|
|
(259
|
)
|
|
(125
|
)
|
|
107
|
%
|
||||
Items not allocated to segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Postretirement benefit expense
|
|
12
|
|
|
(14
|
)
|
|
(186
|
)%
|
|
28
|
|
|
(27
|
)
|
|
(204
|
)%
|
||||
Other items not allocated to segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss on write-down of retained interest in USSC
|
|
—
|
|
|
(255
|
)
|
|
(100
|
)%
|
|
—
|
|
|
(255
|
)
|
|
(100
|
)%
|
||||
Restructuring and other charges and related adjustments
|
|
23
|
|
|
(19
|
)
|
|
(221
|
)%
|
|
(2
|
)
|
|
(19
|
)
|
|
(89
|
)%
|
||||
Loss on shutdown of coke production facilities
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
(153
|
)
|
|
(100
|
)%
|
||||
Total earnings (loss) before interest and income taxes
|
|
$
|
28
|
|
|
$
|
(392
|
)
|
|
(107
|
)%
|
|
$
|
(233
|
)
|
|
$
|
(579
|
)
|
|
(60
|
)%
|
|
|
Three Months Ended
June 30, |
|
%
Change |
|
Six Months Ended
June 30, |
|
% Change
|
||||||||||||||
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
||||||||||||
Earnings (loss) before interest and income taxes ($ millions)
|
|
$
|
6
|
|
|
$
|
(64
|
)
|
|
(109
|
)%
|
|
$
|
(182
|
)
|
|
$
|
(131
|
)
|
|
39
|
%
|
Gross margin
|
|
5
|
%
|
|
3
|
%
|
|
2
|
%
|
|
1
|
%
|
|
4
|
%
|
|
(3
|
)%
|
||||
Raw steel production (mnt)
|
|
2,735
|
|
|
2,808
|
|
|
(3
|
)%
|
|
5,514
|
|
|
5,676
|
|
|
(3
|
)%
|
||||
Capability utilization
|
|
65
|
%
|
|
58
|
%
|
|
7
|
%
|
|
65
|
%
|
|
59
|
%
|
|
6
|
%
|
||||
Steel shipments (mnt)
|
|
2,692
|
|
|
2,712
|
|
|
(1
|
)%
|
|
5,188
|
|
|
5,329
|
|
|
(3
|
)%
|
||||
Average realized steel price per ton
|
|
$
|
642
|
|
|
$
|
695
|
|
|
(8
|
)%
|
|
$
|
625
|
|
|
$
|
731
|
|
|
(15
|
)%
|
|
|
Three Months Ended
June 30, |
|
%
Change |
|
Six Months Ended
June 30, |
|
% Change
|
||||||||||||||
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
||||||||||||
Earnings before interest and income taxes ($ millions)
|
|
$
|
55
|
|
|
$
|
20
|
|
|
175
|
%
|
|
$
|
41
|
|
|
$
|
57
|
|
|
(28
|
)%
|
Gross margin
|
|
16
|
%
|
|
9
|
%
|
|
7
|
%
|
|
10
|
%
|
|
10
|
%
|
|
—
|
%
|
||||
Raw steel production (mnt)
|
|
1,258
|
|
|
1,200
|
|
|
5
|
%
|
|
2,410
|
|
|
2,483
|
|
|
(3
|
)%
|
||||
Capability utilization
|
|
101
|
%
|
|
96
|
%
|
|
5
|
%
|
|
97
|
%
|
|
100
|
%
|
|
(3
|
)%
|
||||
Steel shipments (mnt)
|
|
1,125
|
|
|
1,091
|
|
|
3
|
%
|
|
2,129
|
|
|
2,355
|
|
|
(10
|
)%
|
||||
Average realized steel price per ton ($)
|
|
$
|
485
|
|
|
$
|
533
|
|
|
(9
|
)%
|
|
$
|
472
|
|
|
$
|
532
|
|
|
(11
|
)%
|
Average realized steel price per ton (€)
|
|
€
|
430
|
|
|
€
|
483
|
|
|
(11
|
)%
|
|
€
|
423
|
|
|
€
|
476
|
|
|
(11
|
)%
|
|
|
Three Months Ended
June 30, |
|
%
Change |
|
Six Months Ended
June 30, |
|
% Change
|
||||||||||||||
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
||||||||||||
Loss before interest and income taxes ($ millions)
|
|
$
|
(78
|
)
|
|
$
|
(66
|
)
|
|
18
|
%
|
|
$
|
(142
|
)
|
|
$
|
(65
|
)
|
|
118
|
%
|
Gross margin
|
|
(62
|
)%
|
|
(20
|
)%
|
|
(42
|
)%
|
|
(46
|
)%
|
|
(1
|
)%
|
|
(45
|
)%
|
||||
Steel shipments (mnt)
|
|
70
|
|
|
92
|
|
|
(24
|
)%
|
|
159
|
|
|
312
|
|
|
(49
|
)%
|
||||
Average realized steel price per ton
|
|
$
|
1,050
|
|
|
$
|
1,651
|
|
|
(36
|
)%
|
|
$
|
1,123
|
|
|
$
|
1,641
|
|
|
(32
|
)%
|
|
|
Three Months Ended
June 30, |
|
%
Change
|
|
Six Months Ended
June 30, |
|
%
Change |
||||||||||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
||||||||||||
Interest expense
|
|
$
|
60
|
|
|
$
|
53
|
|
|
13
|
%
|
|
$
|
115
|
|
|
$
|
104
|
|
|
11
|
%
|
Interest income
|
|
(2
|
)
|
|
—
|
|
|
NM
|
|
|
(3
|
)
|
|
—
|
|
|
NM
|
|
||||
Loss on debt extinguishment
|
|
24
|
|
|
—
|
|
|
NM
|
|
|
22
|
|
|
—
|
|
|
NM
|
|
||||
Other financial costs
|
|
(1
|
)
|
|
2
|
|
|
(150
|
)%
|
|
12
|
|
|
13
|
|
|
(8
|
)%
|
||||
Total net interest and other financial costs
|
|
$
|
81
|
|
|
$
|
55
|
|
|
47
|
%
|
|
$
|
146
|
|
|
$
|
117
|
|
|
25
|
%
|
|
|
Three Months Ended
June 30, |
|
Twelve Months Ended
June 30, |
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Accounts Receivable Turnover
|
|
2.2
|
|
|
1.8
|
|
|
7.5
|
|
|
8.3
|
|
Inventory Turnover
|
|
1.4
|
|
|
1.2
|
|
|
5.1
|
|
|
5.6
|
|
(Dollars in millions)
|
|
|
||
|
Cash and cash equivalents
|
$
|
820
|
|
|
Amount available under $1.5 Billion Credit Facility
|
1,313
|
|
|
|
Amount available under USSK credit facilities
|
276
|
|
|
|
Total estimated liquidity
|
$
|
2,409
|
|
•
|
2016 net earnings to be approximately $50 million, or $0.34 per share, and adjusted EBITDA to be approximately $850 million.
|
•
|
Results for our Flat-Rolled and European segments should each be higher than their 2015 results and results for our Tubular segment should be lower than their 2015 results.
|
•
|
To be cash positive for the year, including approximately $400 million of cash benefits from working capital improvements in 2016, primarily related to better inventory management, driven by improved sales and operations planning practices, helping to offset growing accounts receivables balances.
|
UNITED STATES STEEL CORPORATION
|
||||
RECONCILIATION OF ANNUAL ADJUSTED EBITDA OUTLOOK
|
||||
|
|
|
||
|
|
Year Ended
|
||
|
|
Dec. 31
|
||
(Dollars in millions)
|
2016
|
|||
Reconciliation to Projected Annual Adjusted EBITDA Included in Outlook
|
|
|||
|
Projected net earnings attributable to United States Steel Corporation included in Outlook
|
$
|
50
|
|
|
Estimated income tax expense
|
30
|
|
|
|
Estimated net interest and other financial costs
|
265
|
|
|
|
Estimated depreciation, depletion and amortization
|
505
|
|
|
|
|
|
||
|
Projected annual adjusted EBITDA included in Outlook
|
$
|
850
|
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended June 30,
|
||||||||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
SEGMENT EARNINGS (LOSS) BEFORE INTEREST AND INCOME TAXES:
|
|
|
|
|
|
|
|
|
||||||||
Flat-Rolled
|
|
$
|
6
|
|
|
$
|
(64
|
)
|
|
$
|
(182
|
)
|
|
$
|
(131
|
)
|
U. S. Steel Europe
|
|
55
|
|
|
20
|
|
|
41
|
|
|
57
|
|
||||
Tubular
|
|
(78
|
)
|
|
(66
|
)
|
|
(142
|
)
|
|
(65
|
)
|
||||
Total reportable segments
|
|
(17
|
)
|
|
(110
|
)
|
|
(283
|
)
|
|
(139
|
)
|
||||
Other Businesses
|
|
10
|
|
|
6
|
|
|
24
|
|
|
14
|
|
||||
Items not allocated to segments:
|
|
|
|
|
|
|
|
|
||||||||
Postretirement benefit expense
|
|
12
|
|
|
(14
|
)
|
|
28
|
|
|
(27
|
)
|
||||
Other items not allocated to segments:
|
|
|
|
|
|
|
|
|
||||||||
Loss on write-down of retained interest in USSC
|
|
—
|
|
|
(255
|
)
|
|
—
|
|
|
(255
|
)
|
||||
Restructuring and other charges and adjustments
|
|
23
|
|
|
(19
|
)
|
|
(2
|
)
|
|
(19
|
)
|
||||
Loss on shutdown of coke production facilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(153
|
)
|
||||
Total earnings (loss) before interest and income taxes
|
|
$
|
28
|
|
|
$
|
(392
|
)
|
|
$
|
(233
|
)
|
|
$
|
(579
|
)
|
CAPITAL EXPENDITURES
|
|
|
|
|
|
|
|
|
||||||||
Flat-Rolled
(a)
|
|
$
|
28
|
|
|
$
|
56
|
|
|
$
|
74
|
|
|
$
|
124
|
|
U. S. Steel Europe
|
|
22
|
|
|
24
|
|
|
51
|
|
|
45
|
|
||||
Tubular
|
|
18
|
|
|
24
|
|
|
70
|
|
|
40
|
|
||||
Other Businesses
|
|
1
|
|
|
—
|
|
|
22
|
|
|
3
|
|
||||
Total
(b)
|
|
$
|
69
|
|
|
$
|
104
|
|
|
$
|
217
|
|
|
$
|
212
|
|
OPERATING STATISTICS
|
|
|
|
|
|
|
|
|
||||||||
Average realized price: ($/net ton)
(c)
|
|
|
|
|
|
|
|
|
||||||||
Flat-Rolled
|
|
$
|
642
|
|
|
$
|
695
|
|
|
$
|
625
|
|
|
$
|
731
|
|
U. S. Steel Europe
|
|
485
|
|
|
533
|
|
|
472
|
|
|
532
|
|
||||
Tubular
|
|
1,050
|
|
|
1,651
|
|
|
1,123
|
|
|
1,641
|
|
||||
Steel Shipments:
(c)(d)
|
|
|
|
|
|
|
|
|
||||||||
Flat-Rolled
|
|
2,692
|
|
|
2,712
|
|
|
5,188
|
|
|
5,329
|
|
||||
U. S. Steel Europe
|
|
1,125
|
|
|
1,091
|
|
|
2,129
|
|
|
2,355
|
|
||||
Tubular
|
|
70
|
|
|
92
|
|
|
159
|
|
|
312
|
|
||||
Raw Steel Production:
(d)
|
|
|
|
|
|
|
|
|
||||||||
Flat-Rolled
|
|
2,735
|
|
|
2,808
|
|
|
5,514
|
|
|
5,676
|
|
||||
U. S. Steel Europe
|
|
1,258
|
|
|
1,200
|
|
|
2,410
|
|
|
2,483
|
|
||||
Raw Steel Capability Utilization:
(e)
|
|
|
|
|
|
|
|
|
||||||||
Flat-Rolled
|
|
65
|
%
|
|
58
|
%
|
|
65
|
%
|
|
59
|
%
|
||||
U. S. Steel Europe
|
|
101
|
%
|
|
96
|
%
|
|
97
|
%
|
|
100
|
%
|
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
|
June 30, 2016
|
|
3,315
|
|
145
|
|
130
|
|
3,300
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 5.
|
OTHER INFORMATION
|
Item 6.
|
EXHIBITS
|
|
|
|
3.1
|
|
Certificate of Amendment to Restated Certificate of Incorporation of United States Steel Corporation, dated April 26, 2016.
|
|
|
|
10.1
|
|
United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement - Retention Grant Form
|
|
|
|
10.2
|
|
United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement - Annual Grant Form
|
|
|
|
10.3
|
|
United States Steel Corporation 2016 Omnibus Incentive Compensation Plan - Stock Option Grant Form
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer required by Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as promulgated by the Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer required by Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as promulgated by the Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
95
|
|
Mine Safety Disclosure required under Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
|
|
|
|
101 INS
|
|
XBRL Instance Document
|
|
|
|
101 SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101 CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101 DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101 LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101 PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
UNITED STATES STEEL CORPORATION
|
||
|
|
|
By
|
|
/s/ Colleen M. Darragh
|
|
|
|
|
|
Colleen M. Darragh
|
|
|
Vice President & Controller
|
FIRST:
|
The name of the corporation is United States Steel Corporation (the “Corporation”).
|
SECOND:
|
That the amendment set forth in this Certificate of Amendment of the Restated Certificate of Incorporation of the Corporation, was duly adopted by the Board of Directors of the Corporation and by the stockholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
|
THIRD:
|
Article SEVENTH of the Corporation’s Restated Certificate of Incorporation shall be amended and restated in its entirety to read as follows:
|
|
Name of Grantee:
|
|
PARTICIPANT NAME
|
|
|
|
|
|
Name of Employing Company
|
|
(the company recognized by the Corporation
|
|
on Date Hereof:
|
|
as employing the Grantee)
|
|
|
|
|
|
Number of RSUs Granted:
|
|
# RSUs
|
|
|
|
|
|
Date of Grant:
|
|
GRANT DATE
|
a)
|
the Plan is established voluntarily by the Corporation, it is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by its terms;
|
b)
|
the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
|
c)
|
all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Committee or its delegee, as applicable;
|
d)
|
the Grantee is voluntarily participating in the Plan;
|
e)
|
the RSUs and the Shares subject to the RSUs are extraordinary items which do not constitute compensation of any kind for services of any kind rendered to the Corporation or to the Employing Company, and which are outside the scope of the Grantee’s employment contract, if any;
|
f)
|
the RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, dismissal, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation;
|
g)
|
the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;
|
h)
|
the grant of RSUs will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Subsidiary or affiliate of the Corporation;
|
i)
|
the future value of the Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;
|
j)
|
no claim or entitlement to compensation or damages arises from forfeiture of the RSUs resulting from termination of the Grantee’s employment by the Corporation or the Employing Company (for any reason whether or not in breach of applicable labor laws or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Grantee is not otherwise entitled, the Grantee irrevocably agrees never to institute any claim against the Corporation or the Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Corporation and the Employing Company
from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim;
|
k)
|
it is the Grantee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of Shares pursuant to the vesting of the RSUs;
|
l)
|
the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the Shares underlying the RSUs;
|
m)
|
the Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan;
|
n)
|
unless otherwise provided in the Plan or by the Corporation in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Corporation; and
|
o)
|
the following provisions apply only if the Grantee is providing services outside the United States:
|
(i)
|
the RSU and Shares subject to the RSU are not part of normal or expected compensation or salary for any purpose; and
|
(ii)
|
the Grantee acknowledges and agrees that neither the Corporation, the Employing Company nor any Subsidiary or affiliate of the Corporation shall be liable for any foreign exchange rate fluctuation between the local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to Grantee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
|
a)
|
“Termination” shall mean the applicable employee’s termination of employment. For purposes of this Agreement, (i) for U.S. taxpayers, Termination and words of similar effect shall be construed consistent with a “separation from service” under Section 409A of the Code to the extent required by Section 409A of the Code, and (ii) for non-U.S. taxpayers, Termination and words of similar effect shall mean that the Grantee is no longer actively employed by an Employing Company, without regard to any notice period (i.e., active employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any).
|
b)
|
“Termination with Consent” shall mean Termination with the consent of the Committee. Consent shall be deemed to be given if the employee incurs a break in continuous service under circumstances which would qualify the Participant for benefits under a severance plan of the Corporation.
|
a)
|
the Plan is established voluntarily by the Corporation, it is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by its terms;
|
b)
|
the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
|
c)
|
all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Committee or its delegee, as applicable;
|
d)
|
the Grantee is voluntarily participating in the Plan;
|
e)
|
the RSUs and the Shares subject to the RSUs are extraordinary items which do not constitute compensation of any kind for services of any kind rendered to the Corporation or to the Employing Company, and which are outside the scope of the Grantee’s employment contract, if any;
|
f)
|
the RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, dismissal, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation;
|
g)
|
the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;
|
h)
|
the grant of RSUs will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Subsidiary or affiliate of the Corporation;
|
i)
|
the future value of the Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;
|
j)
|
no claim or entitlement to compensation or damages arises from forfeiture of the RSUs resulting from termination of the Grantee’s employment by the Corporation or the Employing Company (for any reason whether or not in breach of applicable labor laws or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Grantee is not otherwise entitled, the Grantee irrevocably agrees never to institute any claim against the Corporation or the Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Corporation and the Employing Company from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim;
|
k)
|
it is the Grantee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of Shares pursuant to the vesting of the RSUs;
|
l)
|
the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the Shares underlying the RSUs;
|
m)
|
the Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan;
|
n)
|
unless otherwise provided in the Plan or by the Corporation in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Corporation; and
|
o)
|
the following provisions apply only if the Grantee is providing services outside the United States:
|
(i)
|
the RSU and Shares subject to the RSU are not part of normal or expected compensation or salary for any purpose; and
|
(ii)
|
the Grantee acknowledges and agrees that neither the Corporation, the Employing Company nor any Subsidiary or affiliate of the Corporation shall be liable for any foreign exchange rate fluctuation between the local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to Grantee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
|
a)
|
“Retirement” shall mean the Grantee’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 Grantee’s home country, regardless of whether the Grantee 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 Grantee 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.
|
b)
|
“Termination” shall mean the applicable employee’s termination of employment. For purposes of this Agreement, (i) for U.S. taxpayers, Termination and words of similar effect shall be construed consistent with a “separation from service” under Section 409A of the Code to the extent required by Section 409A of the Code, and (ii) for non-U.S. taxpayers, Termination and words of similar effect shall mean that the Grantee is no longer actively employed by an Employing Company, without regard to any notice period (i.e., active employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any).
|
c)
|
“Termination with Consent” shall mean Termination with the consent of the Committee. Consent shall be deemed to be given if the employee incurs a break in continuous service under circumstances which would qualify the Participant for benefits under a severance plan of the Corporation.
|
d)
|
“Vesting Year” shall mean, with respect to the period prior to the third anniversary of the Date of Grant, each one-year period commencing on the Date of Grant or the first or second anniversary thereof, as applicable, and ending on the next following anniversary of the Date of Grant.
|
a)
|
the Plan is established voluntarily by the Corporation, it is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by its terms;
|
b)
|
the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past;
|
c)
|
all decisions with respect to future option grants, if any, will be at the sole discretion of the Committee or its delegee, as applicable;
|
d)
|
the Optionee is voluntarily participating in the Plan;
|
e)
|
the Option and the shares of Common Stock subject to the Option are extraordinary items which do not constitute compensation of any kind for services of any kind rendered to the Corporation or to the Employing Company, and which are outside the scope of the Optionee’s employment contract, if any;
|
f)
|
the Option and the shares of Common Stock subject to the Option are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, dismissal, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation;
|
g)
|
the Option and the shares of Common Stock subject to the Option are not intended to replace any pension rights or compensation;
|
h)
|
the grant of the Option will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Subsidiary or affiliate of the Corporation;
|
i)
|
the future value of the shares of Common Stock underlying the Option is unknown, indeterminable and cannot be predicted with certainty; if the underlying shares do not increase in value, the Option will have no value. If Optionee exercises the Option and obtains shares of Common Stock, the value of the shares acquired upon exercise may increase or decrease in value, even below the exercise price;
|
j)
|
no claim or entitlement to compensation or damages arises from forfeiture of the Option resulting from termination of the Optionee’s employment by the Corporation or the Employing Company (for any reason whether or not in breach of applicable labor laws or the terms of the Optionee’s employment agreement, if any), and in consideration of the grant of the Option to which the Optionee is not otherwise entitled, the Optionee irrevocably agrees never to institute any claim against the Corporation or the Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Corporation and the Employing Company from any such claim; if, notwithstanding the foregoing, any such
|
k)
|
it is the Optionee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of shares of Common Stock pursuant to the exercise of the Option;
|
l)
|
the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Optionee’s participation in the Plan or the Optionee’s purchase or sale of the shares of Common Stock underlying the Option;
|
m)
|
the Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan;
|
n)
|
unless otherwise provided in the Plan or by the Corporation in its discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporation; and
|
o)
|
the following provisions apply only if the Optionee is providing services outside the United States:
|
(i)
|
the Option and the shares of Common Stock subject to the Option are not part of normal or expected compensation or salary for any purpose; and
|
(ii)
|
the Optionee acknowledges and agrees that neither the Corporation nor the Employing Company shall be liable for any foreign exchange rate fluctuation between the local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any shares of Common Stock acquired upon exercise.
|
a)
|
“Retirement” shall mean the Optionee’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 Optionee’s home country, regardless of whether the Optionee is a participant in such pension plan, or (ii) in the case of a home country for which there is no applicable defined
|
b)
|
“Termination” shall mean the applicable employee’s termination of employment. For purposes of this Agreement, (i) for U.S. taxpayers, Termination and words of similar effect shall be construed consistent with a “separation from service” under Section 409A of the Code to the extent required by Section 409A of the Code, and (ii) for non-U.S. taxpayers, Termination and words of similar effect shall mean that the Optionee is no longer actively employed by an Employing Company, without regard to any notice period (i.e., active employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any).
|
c)
|
“Termination with Consent” shall mean Termination with the consent of the Committee. Consent shall be deemed to be given if the employee incurs a break in continuous service under circumstances which would qualify the Participant for benefits under a severance plan of the Corporation.
|
d)
|
“Vesting Year” shall mean, with respect to the period prior to the third anniversary of the Date of Grant, each one-year period commencing on the Date of Grant or the first or second anniversary thereof, as applicable, and ending on the next following anniversary of the Date of Grant.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of United States Steel Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
July 27, 2016
|
|
/s/ Mario Longhi
|
|
|
Mario Longhi
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of United States Steel Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
July 27, 2016
|
|
/s/ David B. Burritt
|
|
|
David B. Burritt
|
|
|
Executive Vice President
|
|
|
and Chief Financial Officer
|
(1)
|
The Quarterly Report on Form 10-Q of United States Steel Corporation for the period ending
June 30, 2016
, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the foregoing report fairly presents, in all material respects, the financial condition and results of operations of United States Steel Corporation.
|
/s/ Mario Longhi
|
Mario Longhi
|
President and Chief Executive Officer
|
(1)
|
The Quarterly Report on Form 10-Q of United States Steel Corporation for the period ending
June 30, 2016
, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the foregoing report fairly presents, in all material respects, the financial condition and results of operations of United States Steel Corporation.
|
/s/ David B. Burritt
|
David B. Burritt
|
Executive Vice President
|
and Chief Financial Officer
|
Mine (Federal Mine Safety and
Health Administration (MSHA) ID)
|
Total # of
Significant &
Substantial
violations
under
§104(a)
(a)
|
|
Total # of
orders
under
§104(b)
(a)
|
|
Total # of
unwarrantable
failure
citations and
orders under
§104(d) (a) |
|
Total # of
violations
under
§110(b)(2)
(a)
|
|
Total # of
orders
under
§107(a)
(a)
|
|
Total dollar
value of
proposed
assessments
from
MSHA
|
|
Total # of
mining
related
fatalities
|
|
Received
Notice of
Pattern of
Violations
under
§104(e)
(a)
(yes/no)?
|
|
Received Notice
of Potential to
have Pattern
under
§104(e)
(a)
(yes/no)?
|
|
Total # of Legal
Actions Pending
with the Mine
Safety and
Health Review
Commission as
of Last Day of
Period (b) |
|
Legal
Actions
Initiated
During
Period
|
|
Legal
Actions
Resolved
During
Period
|
|
Mt. Iron
(2100820, 2100282)
|
12
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$132,767
|
|
—
|
|
no
|
|
no
|
|
154
|
|
130
|
|
80
|
Keewatin
(2103352)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
no
|
|
no
|
|
14
|
|
8
|
|
24
|
(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 168 legal actions were to contest citations and proposed assessments.
|