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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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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Item 16.
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TOTAL NUMBER OF PAGES
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110
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•
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While we continue to face challenges driven primarily by uncertain geopolitical factors, our successful navigation through the industry downturn positioned us to benefit from improved industry conditions in 2017.
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•
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Our investments in our assets helped to provide a more stable operating performance in 2017.
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•
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Our 2017 results include a favorable impact of $344 million related to our previously disclosed change in accounting method for property, plant and equipment.
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•
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Our 2017 net earnings includes an $81 million income tax benefit from tax reform.
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•
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The increase in net sales in 2017 as compared to 2016 is primarily due to higher average realized prices in all of our reportable segments. Improved market conditions for our Flat-Rolled segment, notably for hot-rolled, resulted in spot price increases in 2017 as well as price increases for both market-based and firm priced contracts from 2016 to 2017. Lower imports resulted in higher average realized prices for our USSE segment.
Improved market conditions for our Tubular segment resulted in higher average realized prices and higher shipments.
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•
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These amounts are derived starting from net earnings (loss) as shown on page 6. For a full reconciliation of adjusted EBITDA see page 15.
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•
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EBITDA increased for all three reportable segments in 2017 as compared to 2016 with higher average realized prices in all three segments. Our long-term strategic goals of improving our balance sheet, enhancing operational efficiency and reliability and seeking robust enforcement of our trade laws led to a successful year.
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•
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Our 2017 adjusted EBITDA includes a favorable impact of $381 million related to our previously disclosed change in accounting method for property, plant and equipment.
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These amounts are derived starting from net earnings (loss) as shown on page 6. For a full reconciliation of adjusted net earnings (loss) see page 15.
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•
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Our efforts towards achieving economic profit across the business cycle continue, and are reflected in our improved results in 2017 as compared to 2016.
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•
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Our 2017 results include a favorable impact of $344 million related to our previously disclosed change in accounting method for property, plant and equipment.
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•
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See reconciliation from diluted net earnings (loss) per share to adjusted diluted net earnings (loss) per share on page 16.
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•
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Our 2017 results include a favorable impact of $1.95 per diluted share related to our previously disclosed change in accounting method for property, plant and equipment.
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•
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The increase in our cash from operations in 2016 as compared to 2015 was due to efficient working capital management.
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•
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In 2017, improved financial performance more than offset the changes in working capital.
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Our cash conversion cycle was 63, 43 and 30 days for 2015, 2016 and 2017, respectively. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition, Cash Flows and Liquidity – Cash Flows” for the calculation of our cash conversion cycle.
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•
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We have developed a performance scorecard that includes two financial and two non-financial metrics for
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•
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We made good progress in 2017, exceeding the EBITDA, quality, and reliability improvements we had
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•
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Maintaining strong cash and liquidity continues to be a strategic priority.
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•
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Total liquidity improved significantly from 2015 to 2016 due to improved cash levels.
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•
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Total liquidity further improved from 2016 to 2017 primarily due to higher Asset Based Loan (ABL) availability and improved cash levels, which was driven by higher values of inventory and trade receivable that serve as collateral for the ABL, as well as improved profitability levels.
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•
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The decrease in pension and OPEB expense from 2015 to 2016 was primarily due to the freezing of benefit accruals for non-represented participants effective December 31, 2015.
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•
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The increase in 2017 pension and OPEB expense from 2016 is primarily due to a lower return on assets assumption for OPEB benefits as a result of actions taken in 2016 to de-risk the OPEB benefit plan.
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2018 pension and OPEB expense is expected to be approximately $195 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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As we continue to focus on strengthening the balance sheet, the funded status of our benefit plans is improving. This is partially attributable to the decision to freeze benefit accruals for non-represented participants in the defined benefit pension plan effective December 31, 2015 and the closure of OPEB plans to represented employees hired or rehired under certain conditions on or after January 1, 2016.
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•
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Our funded status continued to improve in 2017 due to strong asset returns. Additionally, U. S. Steel made a voluntary contribution of $75 million in 2017 to the Company's main defined benefit pension plan.
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•
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On a U.S. GAAP basis the funded status of our pension and OPEB obligations improved to 93% and 86% respectively, at December 31, 2017 from 88% and 82% respectively, at December 31, 2016.
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•
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For further details, see Note 17 to the Consolidated Financial Statements.
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RECONCILIATION TO ADJUSTED NET EARNINGS (LOSS)
(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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2017
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2016
|
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2015
|
|||||||
Reconciliation to adjusted net earnings (loss) attributable to United States Steel Corporation
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|||||||
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Net earnings (loss) attributable to United States Steel Corporation, as reported
|
$
|
387
|
|
|
$
|
(440
|
)
|
|
$
|
(1,642
|
)
|
|
Loss on shutdown of certain tubular pipe mill assets
(b)
|
35
|
|
|
126
|
|
|
—
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|||
|
(Gain) loss associated with U. S. Steel Canada Inc.
|
(72
|
)
|
|
—
|
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266
|
|
|||
|
Loss on shutdown of Fairfield Flat-Rolled Operations
(b) (c)
|
—
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|
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—
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|
53
|
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|||
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Loss on shutdown of coke production facilities
(b)
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—
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|
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—
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65
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|||
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Restructuring and other charges
(b) (d)
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—
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(2
|
)
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64
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|||
|
Granite City Works temporary idling charges
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17
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18
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99
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|||
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Post-employment benefit actuarial adjustment
|
—
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—
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26
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|||
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(Gain) loss on equity investee transactions
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(2
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)
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12
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|
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18
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|
|||
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Deferred tax asset valuation allowance
|
—
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—
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753
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|||
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Impairment of intangible assets
|
—
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14
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|
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—
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|||
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Loss on extinguishment of debt and other related costs
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57
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22
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36
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|||
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Effect of tax reform
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(81
|
)
|
|
—
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—
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|||
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Total Adjustments
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(46
|
)
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|
190
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|
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1,380
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|||
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Adjusted net earnings (loss) attributable to United States Steel Corporation
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$
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341
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$
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(250
|
)
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$
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(262
|
)
|
RECONCILIATION TO ADJUSTED NET EARNINGS (LOSS) PER SHARE
(a)
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||||||||||||
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||||||
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Year Ended December 31,
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||||||||||
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2017
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2016
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2015
|
||||||
Reconciliation to adjusted diluted net earnings (loss) per share
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|
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|||||||
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Diluted net earnings (loss) per share, as reported
|
$
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2.19
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$
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(2.81
|
)
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$
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(11.24
|
)
|
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Loss on shutdown of certain tubular pipe mill assets
(b)
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0.20
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0.80
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—
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|||
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(Gain) loss associated with U. S. Steel Canada Inc.
|
(0.41
|
)
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—
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1.82
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|||
|
Loss on shutdown of Fairfield Flat-Rolled Operations
(b) (c)
|
—
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|
—
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|
|
0.37
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|||
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Loss on shutdown of coke production facilities
(b)
|
—
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|
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—
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|
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0.44
|
|
|||
|
Restructuring and other charges
(b) (d)
|
—
|
|
|
(0.01
|
)
|
|
0.44
|
|
|||
|
Granite City Works temporary idling charges
|
0.10
|
|
|
0.11
|
|
|
0.68
|
|
|||
|
Post-employment benefit actuarial adjustment
|
—
|
|
|
—
|
|
|
0.18
|
|
|||
|
(Gain) loss on equity investee transactions
|
(0.01
|
)
|
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0.08
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|
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0.12
|
|
|||
|
Deferred tax asset valuation allowance
|
—
|
|
|
—
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|
|
5.15
|
|
|||
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Impairment of intangible assets
|
—
|
|
|
0.09
|
|
|
—
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|
|||
|
Loss on extinguishment of debt and other related costs
|
0.33
|
|
|
0.14
|
|
|
0.25
|
|
|||
|
Effect of tax reform
|
(0.46
|
)
|
|
—
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—
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|||
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Total adjustments
|
(0.25
|
)
|
|
1.21
|
|
|
9.45
|
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|||
|
Adjusted diluted net earnings (loss) per share
|
$
|
1.94
|
|
|
$
|
(1.60
|
)
|
|
$
|
(1.79
|
)
|
RECONCILIATION TO EBITDA AND ADJUSTED EBITDA
|
||||||||||||
|
|
|
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|
||||||
|
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Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2017
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|
2016
|
|
2015
|
|||||||
Reconciliation to EBITDA and Adjusted EBITDA
|
|
|
|
|
|
|||||||
|
Net earnings (loss) attributable to U. S. Steel Corporation
|
$
|
387
|
|
|
$
|
(440
|
)
|
|
$
|
(1,642
|
)
|
|
Income tax (benefit) provision
|
(86
|
)
|
|
24
|
|
|
183
|
|
|||
|
Net interest and other financial costs
|
307
|
|
|
251
|
|
|
257
|
|
|||
|
Depreciation, depletion and amortization expense
|
501
|
|
|
507
|
|
|
547
|
|
|||
|
EBITDA
|
1,109
|
|
|
342
|
|
|
(655
|
)
|
|||
|
Loss on shutdown of certain tubular pipe mill assets
(a)
|
35
|
|
|
126
|
|
|
—
|
|
|||
|
(Gain) loss associated with U. S. Steel Canada Inc.
|
(72
|
)
|
|
—
|
|
|
392
|
|
|||
|
Loss on shutdown of Fairfield Flat-Rolled Operations
(a) (b)
|
—
|
|
|
—
|
|
|
91
|
|
|||
|
Loss on shutdown of coke production facilities
(a)
|
—
|
|
|
—
|
|
|
153
|
|
|||
|
Restructuring and other charges
(a) (c)
|
—
|
|
|
(2
|
)
|
|
78
|
|
|||
|
Granite City Works temporary idling charges
|
17
|
|
|
18
|
|
|
99
|
|
|||
|
Post-employment benefit actuarial adjustment
|
—
|
|
|
—
|
|
|
26
|
|
|||
|
(Gain) loss on equity investee transactions
|
(2
|
)
|
|
12
|
|
|
18
|
|
|||
|
Impairment of intangible assets
|
—
|
|
|
14
|
|
|
—
|
|
|||
|
Adjusted EBITDA
|
$
|
1,087
|
|
|
$
|
510
|
|
|
$
|
202
|
|
(Thousands of Tons)
|
|
Flat-Rolled
|
|
USSE
|
|
Tubular
|
|
Total
|
||||
Product—2017
|
|
|
|
|
|
|
|
|
||||
Hot-rolled Sheets
|
|
3,262
|
|
|
1,151
|
|
|
—
|
|
|
4,413
|
|
Cold-rolled Sheets
|
|
3,281
|
|
|
499
|
|
|
—
|
|
|
3,780
|
|
Coated Sheets
|
|
2,394
|
|
|
872
|
|
|
—
|
|
|
3,266
|
|
Tin Mill Products
|
|
800
|
|
|
441
|
|
|
—
|
|
|
1,241
|
|
Oil country tubular goods (OCTG)
|
|
—
|
|
|
—
|
|
|
575
|
|
|
575
|
|
Standard and line pipe
|
|
—
|
|
|
61
|
|
|
113
|
|
|
174
|
|
Semi-finished and Plates
|
|
148
|
|
|
1,561
|
|
|
—
|
|
|
1,709
|
|
Other
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
TOTAL
|
|
9,887
|
|
|
4,585
|
|
|
688
|
|
|
15,160
|
|
Memo: Intersegment shipments from Flat-Rolled to Tubular, hot-rolled sheets
|
|
158
|
|
|
|
|
|
|
|
|||
Memo: Intersegment shipments from USSK to Flat-Rolled, slabs
|
|
|
|
47
|
|
|
|
|
|
|||
Product—2016
|
|
|
|
|
|
|
|
|
||||
Hot-rolled Sheets
|
|
2,784
|
|
|
1,337
|
|
|
—
|
|
|
4,121
|
|
Cold-rolled Sheets
|
|
3,775
|
|
|
459
|
|
|
—
|
|
|
4,234
|
|
Coated Sheets
|
|
2,655
|
|
|
849
|
|
|
—
|
|
|
3,504
|
|
Tin Mill Products
|
|
831
|
|
|
439
|
|
|
—
|
|
|
1,270
|
|
Oil country tubular goods (OCTG)
|
|
—
|
|
|
—
|
|
|
351
|
|
|
351
|
|
Standard and line pipe
|
|
—
|
|
|
60
|
|
|
49
|
|
|
109
|
|
Semi-finished and Plates
|
|
23
|
|
|
1,352
|
|
|
—
|
|
|
1,375
|
|
Other
|
|
26
|
|
|
—
|
|
|
—
|
|
|
26
|
|
TOTAL
|
|
10,094
|
|
|
4,496
|
|
|
400
|
|
|
14,990
|
|
Memo: Intersegment shipments from Flat-Rolled to Tubular
|
|
|
|
|
|
|
|
|
||||
Hot-rolled sheets
|
|
42
|
|
|
|
|
|
|
|
|||
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
|
|
|
|
|
|
|
|
(Thousands of Tons)
|
|
Flat-Rolled
|
|
USSE
|
|
Tubular
|
|
Total
|
||||
Major Market – 2017
|
|
|
|
|
|
|
|
|
||||
Steel Service Centers
|
|
1,587
|
|
|
761
|
|
|
—
|
|
|
2,348
|
|
Further Conversion – Trade Customers
|
|
2,951
|
|
|
284
|
|
|
—
|
|
|
3,235
|
|
– Joint Ventures
|
|
1,513
|
|
|
—
|
|
|
—
|
|
|
1,513
|
|
Transportation (Including Automotive)
|
|
1,453
|
|
|
708
|
|
|
—
|
|
|
2,161
|
|
Construction and Construction Products
|
|
665
|
|
|
1,831
|
|
|
41
|
|
|
2,537
|
|
Containers
|
|
597
|
|
|
438
|
|
|
—
|
|
|
1,035
|
|
Appliances and Electrical Equipment
|
|
406
|
|
|
247
|
|
|
—
|
|
|
653
|
|
Oil, Gas and Petrochemicals
|
|
—
|
|
|
10
|
|
|
631
|
|
|
641
|
|
Exports from the United States
|
|
452
|
|
|
—
|
|
|
16
|
|
|
468
|
|
All Other
|
|
263
|
|
|
306
|
|
|
—
|
|
|
569
|
|
TOTAL
|
|
9,887
|
|
|
4,585
|
|
|
688
|
|
|
15,160
|
|
Major Market – 2016
|
|
|
|
|
|
|
|
|
||||
Steel Service Centers
|
|
1,765
|
|
|
801
|
|
|
—
|
|
|
2,566
|
|
Further Conversion – Trade Customers
|
|
2,650
|
|
|
274
|
|
|
—
|
|
|
2,924
|
|
– Joint Ventures
|
|
1,423
|
|
|
—
|
|
|
—
|
|
|
1,423
|
|
Transportation (Including Automotive)
|
|
1,725
|
|
|
660
|
|
|
—
|
|
|
2,385
|
|
Construction and Construction Products
|
|
725
|
|
|
1,811
|
|
|
40
|
|
|
2,576
|
|
Containers
|
|
600
|
|
|
436
|
|
|
—
|
|
|
1,036
|
|
Appliances and Electrical Equipment
|
|
420
|
|
|
236
|
|
|
—
|
|
|
656
|
|
Oil, Gas and Petrochemicals
|
|
—
|
|
|
4
|
|
|
340
|
|
|
344
|
|
Exports from the United States
|
|
436
|
|
|
—
|
|
|
20
|
|
|
456
|
|
All Other
|
|
350
|
|
|
274
|
|
|
—
|
|
|
624
|
|
TOTAL
|
|
10,094
|
|
|
4,496
|
|
|
400
|
|
|
14,990
|
|
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
|
|
•
|
On January 30, 2018, the USITC voted to continue the AD order on seamless carbon and alloy steel standard, line, and pressure pipe (SSLPP) from Germany for another five years in the fourth Sunset Review of the 1995 AD order. U. S. Steel actively participated in that Sunset Review. As a result of the USITC’s determination, Mannesmannrohren-Werke AG will continue to be subject to 20.08% AD duties and all other companies will continue to be subject to 57.72% AD duties on SSLPP imports from Germany.
|
•
|
On October 2, 2017, the DOC issued preliminary results in the second administrative review of the AD order on oil country tubular goods (OCTG) from Korea for the period September 2015 through August 2016. In its preliminary results, the DOC calculated the dumping margins of 46.37% for Nexteel Co., Ltd., 6.66% for SeAH Steel Corporation and 19.58% for non-examined companies. U. S. Steel is participating in the administrative review, which is currently in the briefing stage. The final results are due on April 11, 2018.
|
•
|
On May 1, 2017, the DOC automatically initiated a Sunset Review of the AD order on tin mill products from Japan. The DOC concluded that revocation of the order would lead to margins of up to 95.29%. The USITC concurrently published its notice of institution of the Sunset Review which covers the same order and decided
|
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
|
Great Lakes Works EGL at Dearborn
|
|
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
(a)
|
|
Granite City, Illinois
|
|
Slabs; Sheets
|
Southern Coatings
|
|
|
|
|
Fairfield Sheet
|
|
Fairfield, Alabama
|
|
Galvanized Sheets
|
Double G Coatings Company, L.P.
(b)
|
|
Jackson, Mississippi
|
|
Galvanized and Galvalume
®
sheets
|
USS-POSCO Industries
(b)
|
|
Pittsburg, California
|
|
Sheets; Tin mill
|
PRO-TEC Coating Company
(b)
|
|
Leipsic, Ohio
|
|
Galvanized and high strength annealed sheets
|
Fairfield Tubular Operations
|
|
Fairfield, Alabama
|
|
Seamless Tubular Pipe
|
Worthington Specialty Processing
(b)
|
|
Jackson, Canton and Taylor, Michigan
|
|
Steel processing
|
Feralloy Processing Company
(b)
|
|
Portage, Indiana
|
|
Steel processing
|
Chrome Deposit Corporation
(b)
|
|
Various
|
|
Roll processing
|
Acero Prime, S.R.L. de C.V.
(b)
|
|
Monterrey, Ramos Arizpe, San Luis Potosi, 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
|
Wheeling Machine Products
|
|
Pine Bluff, Arkansas and Hughes Springs, Texas
|
|
Tubular couplings
|
Tubular Processing
(c)
|
|
Houston, Texas
|
|
Tubular processing
|
Offshore Operations
|
|
Houston, Texas
|
|
Tubular threading, inspection, accessories and storage services
|
Patriot Premium Threading Services
(b)
|
|
Midland, Texas
|
|
Tubular threading, accessories and premium connections
|
Minntac Iron Ore Operations
|
|
Mt. Iron, Minnesota
|
|
Iron ore pellets
|
Keetac Iron Ore Operations
(d)
|
|
Keewatin, Minnesota
|
|
Iron ore pellets
|
(a)
|
Hot end temporarily idled
|
(b)
|
Equity investee
|
North American Operations (Continued)
|
|
|
||
|
|
|
||
Property
|
|
Location
|
|
Products and Services
|
Hibbing Taconite Company
(b)
|
|
Hibbing, Minnesota
|
|
Iron ore pellets
|
Transtar, LLC
|
|
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
|
Period ended
|
|
Opening
Number of Claims |
|
Claims
Dismissed, Settled and Resolved |
|
New
Claims |
|
Closing
Number of Claims |
December 31, 2015
|
|
3,455
|
|
415
|
|
275
|
|
3,315
|
December 31, 2016
|
|
3,315
|
|
225
|
|
250
|
|
3,340
|
December 31, 2017
|
|
3,340
|
|
275
|
|
250
|
|
3,315
|
Name
|
|
Age
|
|
Title
|
|
Executive Officer
Since
|
Kevin P. Bradley
|
|
55
|
|
Executive Vice President & Chief Financial Officer
|
|
July 27, 2017
|
Christine S. Breves
|
|
61
|
|
Senior Vice President, Manufacturing Support & Chief Supply Chain Officer
|
|
April 27, 2017
|
James E. Bruno
|
|
52
|
|
Senior Vice President - Automotive Solutions
(a)
|
|
December 1, 2014
|
Scott D. Buckiso
|
|
50
|
|
Senior Vice President - European Solutions and President - USSK
(b)
|
|
May 31, 2015
|
David B. Burritt
|
|
62
|
|
President & Chief Executive Officer
|
|
September 1, 2013
|
Colleen M. Darragh
|
|
48
|
|
Vice President & Controller
|
|
July 17, 2014
|
Richard L. Fruehauf
|
|
50
|
|
Deputy General Counsel - Corporate; Interim General Counsel
|
|
November 7, 2017
|
Sara A. Greenstein
|
|
43
|
|
Senior Vice President - Consumer Solutions
(a)
|
|
December 1, 2014
|
Douglas R. Matthews
|
|
52
|
|
Senior Vice President - Industrial, Service Center and Mining Solutions
(a)
|
|
July 2, 2012
|
David J. Rintoul
|
|
60
|
|
Senior Vice President - Tubular Business
(c)
|
|
May 1, 2014
|
Pipasu Soni
|
|
45
|
|
Vice President - Finance
|
|
February 1, 2017
|
Dollars in millions (except per share data)
(a)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
12,250
|
|
|
$
|
10,261
|
|
|
$
|
11,574
|
|
|
$
|
17,507
|
|
|
$
|
17,424
|
|
Earnings (loss) before interest and income taxes
|
|
608
|
|
|
(165
|
)
|
|
(1,202
|
)
|
|
413
|
|
|
(1,900
|
)
|
|||||
Net earnings (loss) attributable to United States Steel Corporation
|
|
387
|
|
|
(440
|
)
|
|
(1,642
|
)
|
|
102
|
|
|
(1,645
|
)
|
|||||
Per Common Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss) attributable to United States Steel Corporation
(b)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
– basic
|
|
2.21
|
|
|
(2.81
|
)
|
|
$
|
(11.24
|
)
|
|
$
|
0.71
|
|
|
$
|
(11.37
|
)
|
||
– diluted
|
|
2.19
|
|
|
(2.81
|
)
|
|
(11.24
|
)
|
|
0.69
|
|
|
(11.37
|
)
|
|||||
Dividends per share declared and paid
|
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|||||
Balance Sheet Data – December 31:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(c) (d)
|
|
$
|
9,862
|
|
|
$
|
9,160
|
|
|
$
|
9,167
|
|
|
$
|
11,975
|
|
|
$
|
12,679
|
|
Capitalization:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt
(d)
|
|
$
|
2,703
|
|
|
$
|
3,031
|
|
|
$
|
3,138
|
|
|
$
|
3,460
|
|
|
$
|
3,892
|
|
United States Steel Corporation stockholders’ equity
|
|
3,320
|
|
|
2,274
|
|
|
2,436
|
|
|
3,799
|
|
|
3,375
|
|
|||||
Total capitalization
|
|
$
|
6,023
|
|
|
$
|
5,305
|
|
|
$
|
5,574
|
|
|
$
|
7,259
|
|
|
$
|
7,267
|
|
(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.
|
(d)
|
2015, 2014 and 2013 amounts have been adjusted to retroactively adopt Accounting Standards Update 2015-03,
Interest-Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs
, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability.
|
•
|
Implemented comprehensive safety program enhancements for employees and contractors, to help achieve our goal of a safe return home every day
|
•
|
Outperformed the Bureau of Labor Statistics and AISI industry safety benchmarks in both OSHA Recordable Days and Days Away From Work
|
•
|
Reported net earnings of $387 million in 2017
|
•
|
Finished 2017 with adjusted EBITDA of $1.087 billion and positive operating cash flow of $802 million
|
•
|
Strong year-end liquidity of approximately $3.350 billion, including $1.553 billion of cash, which supports our goal of maintaining a healthy balance sheet
|
•
|
Reduced total debt by $328 million in 2017 as compared to 2016
|
•
|
Successfully completed a $750 million debt offering, providing for future financial flexibility
|
•
|
Improved our cash conversion cycle by 13 days
|
•
|
Made a $75 million voluntary contribution to our defined benefit pension plan, further improving the funded status
|
•
|
Launched a new proprietary tubular connection - USS-EAGLE SFH
TM
and sold our first order of USS-LIBERTY LD
TM
|
•
|
Began construction of a new continuous galvanizing line at our PRO-TEC joint venture to efficiently produce advanced high strength steels
|
•
|
Initiated a multi-year asset revitalization program that includes $1.5 billion of capital investments in our Flat-Rolled assets
|
•
|
Continue to lead the U.S. steel industry's efforts to strengthen and enforce trade laws against unfairly traded imports
|
|
|
Hypothetical Rate
Increase (Decrease)
|
||||||
(In millions)
|
|
1%
|
|
(1)%
|
||||
Expected return on plan assets
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension costs for 2018
|
|
$
|
(72
|
)
|
|
$
|
72
|
|
Discount rate
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension & other benefits costs for 2018
|
|
$
|
(8
|
)
|
|
$
|
6
|
|
Pension & other benefits obligations at December 31, 2017
|
|
$
|
(743
|
)
|
|
$
|
885
|
|
Health care cost escalation trend rates
|
|
|
|
|
||||
Incremental increase (decrease) in:
|
|
|
|
|
||||
Other post-employment benefit obligations
|
|
$
|
99
|
|
|
$
|
(85
|
)
|
Service and interest costs components for 2018
|
|
$
|
5
|
|
|
$
|
(4
|
)
|
•
|
U. S. Steel's domestic operations had generated significant losses in recent years and there was uncertainty regarding the Company's ability to generate domestic income in the near term,
|
•
|
some of our domestic deferred tax assets were carryforwards, which have expiration dates, and
|
•
|
the global steel industry was experiencing global overcapacity, which was driving adverse economic conditions,
|
•
|
taxable income in prior carryback years, if carryback is permitted
|
•
|
future reversal of existing taxable temporary differences
|
•
|
tax planning strategies, and
|
•
|
future taxable income exclusive of reversing temporary differences and carryforwards
|
(Dollars in millions, excluding intersegment sales)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Flat-Rolled
|
|
$
|
8,297
|
|
|
$
|
7,507
|
|
|
$
|
8,293
|
|
USSE
|
|
2,949
|
|
|
2,243
|
|
|
2,323
|
|
|||
Tubular
|
|
944
|
|
|
449
|
|
|
898
|
|
|||
Total sales from reportable segments
|
|
12,190
|
|
|
10,199
|
|
|
11,514
|
|
|||
Other Businesses
|
|
60
|
|
|
62
|
|
|
60
|
|
|||
Net sales
|
|
$
|
12,250
|
|
|
$
|
10,261
|
|
|
$
|
11,574
|
|
|
|
Steel Products
(a)
|
|
|
|
|
||||||||||||
Volume
|
|
Price
|
|
Mix
|
|
FX
(b)
|
|
Coke, Pellets & Other
(c)
|
|
Net
Change |
||||||||
Flat-Rolled
|
|
(3
|
)%
|
|
26
|
%
|
|
(16
|
)%
|
|
—
|
%
|
|
4
|
%
|
|
11
|
%
|
USSE
|
|
2
|
%
|
|
26
|
%
|
|
—
|
%
|
|
2
|
%
|
|
1
|
%
|
|
31
|
%
|
Tubular
|
|
74
|
%
|
|
13
|
%
|
|
17
|
%
|
|
—
|
%
|
|
6
|
%
|
|
110
|
%
|
(a)
|
Excludes intersegment sales
|
(b)
|
Foreign currency translation effects
|
(c)
|
Includes sales of scrap inventory
|
(a)
|
Excludes intersegment sales
|
(b)
|
Foreign currency translation effects
|
(c)
|
Includes sales of scrap inventory
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Allocated to segment results
|
|
$
|
35
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in Millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Flat-Rolled
|
|
$
|
380
|
|
|
$
|
(3
|
)
|
|
$
|
(237
|
)
|
USSE
|
|
327
|
|
|
185
|
|
|
81
|
|
|||
Tubular
|
|
(99
|
)
|
|
(304
|
)
|
|
(179
|
)
|
|||
Total earnings (loss) from reportable segments
|
|
608
|
|
|
(122
|
)
|
|
(335
|
)
|
|||
Other Businesses
|
|
44
|
|
|
63
|
|
|
33
|
|
|||
Segment earnings (loss) before interest and income taxes
|
|
652
|
|
|
(59
|
)
|
|
(302
|
)
|
|||
Items not allocated to segments:
|
|
|
|
|
|
|
||||||
Post-employment benefit (expense) income
(b)
|
|
(66
|
)
|
|
62
|
|
|
(43
|
)
|
|||
Other items not allocated to segments:
|
|
|
|
|
|
|
||||||
Loss on shutdown of certain tubular pipe mill assets
(c)
|
|
(35
|
)
|
|
(126
|
)
|
|
—
|
|
|||
Gain (loss) associated with U. S. Steel Canada Inc. (Note 5)
|
|
72
|
|
|
—
|
|
|
(392
|
)
|
|||
Loss on shutdown of Fairfield Flat-Rolled Operations
(c) (d)
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|||
Loss on shutdown of coke production facilities
(c)
|
|
—
|
|
|
—
|
|
|
(153
|
)
|
|||
Restructuring and other charges
(c)
|
|
—
|
|
|
2
|
|
|
(78
|
)
|
|||
Granite City Works temporary idling charges
|
|
(17
|
)
|
|
(18
|
)
|
|
(99
|
)
|
|||
Post-employment benefit actuarial adjustment
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||
Gain (loss) on equity investee transactions (Note 11)
|
|
2
|
|
|
(12
|
)
|
|
(18
|
)
|
|||
Impairment of intangible assets (Note 13)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||
Total earnings (loss) before interest and income taxes
|
|
$
|
608
|
|
|
$
|
(165
|
)
|
|
$
|
(1,202
|
)
|
(a)
|
See Note 4 to the Consolidated Financial Statements for reconciliations and other disclosures required by Accounting Standards Codification Topic 280.
|
(b)
|
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.
|
(c)
|
Included in Restructuring and other charges on the Consolidated Statements of Operations. See Note 24 to the Consolidated Financial Statements.
|
(d)
|
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 #5 coating line continues to operate.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Flat-Rolled
|
|
11
|
%
|
|
6
|
%
|
|
2
|
%
|
USSE
|
|
15
|
%
|
|
14
|
%
|
|
9
|
%
|
Tubular
|
|
(2
|
)%
|
|
(43
|
)%
|
|
(6
|
)%
|
|
Average Realized Price Per Ton
|
|
Segment Earnings (Loss) before Interest and Income Taxes
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest income
|
|
$
|
(17
|
)
|
|
$
|
(5
|
)
|
|
$
|
(3
|
)
|
Interest expense
|
|
226
|
|
|
230
|
|
|
214
|
|
|||
Loss on debt extinguishment
|
|
54
|
|
|
22
|
|
|
36
|
|
|||
Other financial costs
|
|
44
|
|
|
4
|
|
|
10
|
|
|||
Net interest and other financial costs
|
|
$
|
307
|
|
|
$
|
251
|
|
|
$
|
257
|
|
|
|
Year Ended December 31,
|
||||
|
|
2017
|
|
2016
|
||
Accounts Receivable Turnover
|
|
9.3
|
|
|
8.8
|
|
Inventory Turnover
|
|
6.6
|
|
|
5.3
|
|
Cash Conversion Cycle
|
2017
|
|
|
2016
|
||||||||
|
$ millions
|
|
Days
|
|
|
$ millions
|
|
Days
|
||||
Accounts receivable, net
(a)
|
$
|
1,379
|
|
|
43
|
|
|
$
|
1,248
|
|
|
42
|
|
|
|
|
|
|
|
|
|
||||
+ Inventories
(b)
|
$
|
1,738
|
|
|
58
|
|
|
$
|
1,573
|
|
|
63
|
|
|
|
|
|
|
|
|
|
||||
- Accounts Payable and Other Accrued Liabilities
(c)
|
$
|
2,163
|
|
|
71
|
|
|
$
|
1,665
|
|
|
62
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
= Cash Conversion Cycle
(d)
|
|
|
30
|
|
|
|
|
43
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Voluntary contributions to main defined benefit pension plan
(b)
|
|
$
|
75
|
|
|
$
|
13
|
|
(a)
|
$
|
—
|
|
Other employee benefits payments not funded by trusts
|
|
59
|
|
|
61
|
|
|
75
|
|
|||
Contributions to trusts for retiree health care and life insurance
|
|
—
|
|
|
—
|
|
|
10
|
|
|||
Payments to a multiemployer pension plan
|
|
59
|
|
|
63
|
|
|
66
|
|
|||
Pension related payments not funded by trusts
|
|
13
|
|
|
26
|
|
|
38
|
|
|||
Reductions in cash flows from operating activities
|
|
$
|
206
|
|
|
$
|
163
|
|
|
$
|
189
|
|
(Dollars in millions)
|
|
||
Cash and cash equivalents
|
$
|
1,553
|
|
Amount available under $1.5 Billion Credit Facility
|
1,500
|
|
|
Amounts available under USSK credit facilities
|
297
|
|
|
Total estimated liquidity
|
$
|
3,350
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
Payments Due by Period
|
|
||||||||||||||
Contractual Obligations
|
|
Total
|
|
2018
|
|
2019
through 2020 |
|
2021 through
2022 |
|
Beyond
2022 |
|
||||||||||
Long-term debt (including interest) and capital leases
(a)
|
|
$
|
4,199
|
|
|
$
|
211
|
|
|
$
|
879
|
|
|
$
|
1,021
|
|
|
$
|
2,088
|
|
|
Operating leases
(b)
|
|
271
|
|
|
67
|
|
|
84
|
|
|
50
|
|
|
70
|
|
|
|||||
Contractual purchase commitments
(c)
|
|
5,058
|
|
|
2,465
|
|
|
733
|
|
|
601
|
|
|
1,259
|
|
|
|||||
Capital commitments
(d)
|
|
397
|
|
|
225
|
|
|
172
|
|
|
—
|
|
|
—
|
|
|
|||||
Environmental commitments
(d)
|
|
179
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
150
|
|
(e)
|
|||||
Steelworkers Pension Trust
|
|
290
|
|
(f)
|
54
|
|
(f)
|
115
|
|
(f)
|
121
|
|
(f)
|
—
|
|
(f)
|
|||||
Pensions
(g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Other benefits
|
|
279
|
|
(h)
|
57
|
|
|
113
|
|
|
109
|
|
|
—
|
|
(h)
|
|||||
Unrecognized tax positions
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
(e)
|
|||||
Total contractual obligations
|
|
$
|
10,715
|
|
|
$
|
3,108
|
|
|
$
|
2,096
|
|
|
$
|
1,902
|
|
|
$
|
3,609
|
|
|
(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, which expire on September 1, 2018, projected amounts shown through 2022 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. Under these assumptions, there are no minimum required contributions to be paid.
|
(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.
|
(a)
|
Reflects a commitment or guarantee for which future cash outflow is not considered likely.
|
(b)
|
Timing of potential cash outflows is not determinable.
|
(Dollars in millions)
|
|
|
|
|
|
|
||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
North America:
|
|
|
|
|
|
|
||||||
Capital
|
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
16
|
|
Compliance
|
|
|
|
|
|
|
||||||
Operating & maintenance
|
|
176
|
|
|
167
|
|
|
226
|
|
|||
Remediation
(a)
|
|
9
|
|
|
17
|
|
|
12
|
|
|||
Total North America
|
|
$
|
191
|
|
|
$
|
189
|
|
|
$
|
254
|
|
USSE:
|
|
|
|
|
|
|
||||||
Capital
|
|
$
|
46
|
|
|
$
|
26
|
|
|
$
|
80
|
|
Compliance
|
|
|
|
|
|
|
||||||
Operating & maintenance
|
|
11
|
|
|
11
|
|
|
12
|
|
|||
Remediation
(a)
|
|
7
|
|
|
6
|
|
|
8
|
|
|||
Total USSE
|
|
$
|
64
|
|
|
$
|
43
|
|
|
$
|
100
|
|
Total U. S. Steel
|
|
$
|
255
|
|
|
$
|
232
|
|
|
$
|
354
|
|
(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)
|
|
2017
|
|
2016
|
||||
Beginning Balance
|
|
$
|
179
|
|
|
$
|
197
|
|
Plus: Additions
|
|
8
|
|
|
1
|
|
||
Adjustments for changes in estimates
|
|
—
|
|
|
(7
|
)
|
||
Less: Obligations settled
|
|
(8
|
)
|
|
(12
|
)
|
||
Ending Balance
|
|
$
|
179
|
|
|
$
|
179
|
|
UNITED STATES STEEL CORPORATION
|
||||
RECONCILIATION OF ANNUAL EBITDA OUTLOOK
|
||||
|
|
|
||
|
|
Year Ended
|
||
|
|
Dec. 31
|
||
(Dollars in millions)
|
2018
|
|||
Reconciliation to Projected Annual EBITDA Included in Outlook
|
|
|||
|
Projected net earnings attributable to United States Steel Corporation included in Outlook
|
$
|
685
|
|
|
Estimated income tax expense
|
50
|
|
|
|
Estimated net interest and other financial costs
|
270
|
|
|
|
Estimated depreciation, depletion and amortization
|
495
|
|
|
|
Projected annual EBITDA included in Outlook
|
$
|
1,500
|
|
(Dollars in millions)
|
|
2017
|
|
2016
|
||||||||||||
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)
|
|
$
|
2,851
|
|
|
$
|
93
|
|
|
$
|
3,139
|
|
|
$
|
101
|
|
(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 change in interest rates at
December 31, 2017
and
2016
, 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, 2017
and
December 31, 2016
.
|
(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.
|
|
PAGE
|
/
S
/ DAVID B. BURRITT
|
|
/
S
/ KEVIN P. BRADLEY
|
David B. Burritt
|
|
Kevin P. Bradley
|
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)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
11,046
|
|
|
$
|
9,045
|
|
|
$
|
10,111
|
|
Net sales to related parties
(Note 22)
|
|
1,204
|
|
|
1,216
|
|
|
1,463
|
|
|||
Total
|
|
12,250
|
|
|
10,261
|
|
|
11,574
|
|
|||
Operating expenses (income):
|
|
|
|
|
|
|
||||||
Cost of sales (excludes items shown below)
|
|
10,864
|
|
|
9,623
|
|
|
11,141
|
|
|||
Selling, general and administrative expenses
|
|
375
|
|
|
255
|
|
|
415
|
|
|||
Depreciation, depletion and amortization (Notes 12 and 13)
|
|
501
|
|
|
507
|
|
|
547
|
|
|||
Earnings from investees (Note 11)
|
|
(44
|
)
|
|
(98
|
)
|
|
(38
|
)
|
|||
(Gain) loss associated with U. S. Steel Canada Inc. (Note 5)
|
|
(72
|
)
|
|
—
|
|
|
392
|
|
|||
Restructuring and other charges (Note 24)
|
|
31
|
|
|
122
|
|
|
322
|
|
|||
Impairment of intangible assets (Note 13)
|
|
—
|
|
|
14
|
|
|
—
|
|
|||
Net (gain) loss on disposals of assets
|
|
(5
|
)
|
|
5
|
|
|
(2
|
)
|
|||
Other income, net
|
|
(8
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Total
|
|
11,642
|
|
|
10,426
|
|
|
12,776
|
|
|||
Earnings (loss) before interest and income taxes
|
|
608
|
|
|
(165
|
)
|
|
(1,202
|
)
|
|||
Interest expense (Note 7)
|
|
226
|
|
|
230
|
|
|
214
|
|
|||
Interest income
|
|
(17
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|||
Loss on debt extinguishment (Note 7)
|
|
54
|
|
|
22
|
|
|
36
|
|
|||
Other financial costs (Note 7)
|
|
44
|
|
|
4
|
|
|
10
|
|
|||
Net interest and other financial costs
|
|
307
|
|
|
251
|
|
|
257
|
|
|||
Earnings (loss) before income taxes
|
|
301
|
|
|
(416
|
)
|
|
(1,459
|
)
|
|||
Income tax (benefit) provision (Note 10)
|
|
(86
|
)
|
|
24
|
|
|
183
|
|
|||
Net earnings (loss)
|
|
387
|
|
|
(440
|
)
|
|
(1,642
|
)
|
|||
Less: Net earnings attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Earnings (loss) attributable to United States Steel Corporation
|
|
$
|
387
|
|
|
$
|
(440
|
)
|
|
$
|
(1,642
|
)
|
Earnings (loss) per common share
(Note 8)
|
|
|
|
|
|
|
||||||
Earnings (loss) per share attributable to United States Steel Corporation stockholders:
|
|
|
|
|
|
|
||||||
— Basic
|
|
$
|
2.21
|
|
|
$
|
(2.81
|
)
|
|
$
|
(11.24
|
)
|
— Diluted
|
|
$
|
2.19
|
|
|
$
|
(2.81
|
)
|
|
$
|
(11.24
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net earnings (loss)
|
|
$
|
387
|
|
|
$
|
(440
|
)
|
|
$
|
(1,642
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Changes in foreign currency translation adjustments
(a)
|
|
189
|
|
|
(38
|
)
|
|
(104
|
)
|
|||
Changes in pension and other employee benefit accounts
(a)
|
|
462
|
|
|
(292
|
)
|
|
373
|
|
|||
Other
(a)
|
|
1
|
|
|
2
|
|
|
3
|
|
|||
Total other comprehensive income (loss), net of tax
|
|
652
|
|
|
(328
|
)
|
|
272
|
|
|||
Comprehensive income (loss) including noncontrolling interest
|
|
1,039
|
|
|
(768
|
)
|
|
(1,370
|
)
|
|||
Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income (loss) attributable to United States Steel Corporation
|
|
$
|
1,039
|
|
|
$
|
(768
|
)
|
|
$
|
(1,370
|
)
|
Foreign currency translation adjustments
(b)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82
|
|
Pension and other benefits adjustments
(b)
|
|
—
|
|
|
—
|
|
|
(228
|
)
|
|||
Other adjustments
(b)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,553
|
|
|
$
|
1,515
|
|
Receivables, less allowance of $28 and $25
|
|
1,173
|
|
|
976
|
|
||
Receivables from related parties, less allowance of $0 and $265 (Note 22)
|
|
206
|
|
|
272
|
|
||
Inventories (Note 9)
|
|
1,738
|
|
|
1,573
|
|
||
Other current assets
|
|
85
|
|
|
20
|
|
||
Total current assets
|
|
4,755
|
|
|
4,356
|
|
||
Investments and long-term receivables, less allowance of $11 and $10 (Note 11)
|
|
480
|
|
|
528
|
|
||
Long-term receivables from related parties, less allowance of $0 and $1,627 (Notes 5 and 22)
|
|
—
|
|
|
—
|
|
||
Property, plant and equipment, net (Note 12)
|
|
4,280
|
|
|
3,979
|
|
||
Intangibles — net (Note 13)
|
|
167
|
|
|
175
|
|
||
Deferred income tax benefits (Note 10)
|
|
56
|
|
|
6
|
|
||
Other noncurrent assets
|
|
124
|
|
|
116
|
|
||
Total assets
|
|
$
|
9,862
|
|
|
$
|
9,160
|
|
Liabilities
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and other accrued liabilities
|
|
$
|
2,096
|
|
|
$
|
1,602
|
|
Accounts payable to related parties (Note 22)
|
|
74
|
|
|
66
|
|
||
Payroll and benefits payable
|
|
347
|
|
|
400
|
|
||
Accrued taxes
|
|
132
|
|
|
128
|
|
||
Accrued interest
|
|
69
|
|
|
85
|
|
||
Short-term debt and current maturities of long-term debt (Note 16)
|
|
3
|
|
|
50
|
|
||
Total current liabilities
|
|
2,721
|
|
|
2,331
|
|
||
Long-term debt, less unamortized discount and debt issuance costs (Note 16)
|
|
2,700
|
|
|
2,981
|
|
||
Employee benefits (Note 17)
|
|
759
|
|
|
1,216
|
|
||
Deferred income tax liabilities (Note 10)
|
|
6
|
|
|
28
|
|
||
Deferred credits and other noncurrent liabilities
|
|
355
|
|
|
329
|
|
||
Total liabilities
|
|
6,541
|
|
|
6,885
|
|
||
Contingencies and commitments (Note 25)
|
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
|
||||
Common stock issued — 176,424,554 shares issued (par value $1 per share, authorized 400,000,000 shares) (Notes 8 and 26)
|
|
176
|
|
|
176
|
|
||
Treasury stock, at cost (1,203,344 shares and 2,614,378 shares)
|
|
(76
|
)
|
|
(182
|
)
|
||
Additional paid-in capital
|
|
3,932
|
|
|
4,027
|
|
||
Retained earnings (accumulated deficit)
|
|
133
|
|
|
(250
|
)
|
||
Accumulated other comprehensive loss (Note 20)
|
|
(845
|
)
|
|
(1,497
|
)
|
||
Total United States Steel Corporation stockholders’ equity
|
|
3,320
|
|
|
2,274
|
|
||
Noncontrolling interests
|
|
1
|
|
|
1
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
9,862
|
|
|
$
|
9,160
|
|
|
|
Year Ended December 31,
|
|||||||||||
(Dollars in millions)
|
|
2017
|
|
2016
|
|
2015
|
|||||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
|
|||||||
Operating activities:
|
|
|
|
|
|
|
|||||||
Net earnings (loss)
|
|
$
|
387
|
|
|
$
|
(440
|
)
|
|
$
|
(1,642
|
)
|
|
Adjustments to reconcile net cash provided by operating activities:
|
|
|
|
|
|
|
|||||||
Depreciation, depletion and amortization (Notes 12 and 13)
|
|
501
|
|
|
507
|
|
|
547
|
|
||||
Impairment of intangible assets (Note 13)
|
|
—
|
|
|
14
|
|
|
—
|
|
||||
(Gain) loss associated with U. S. Steel Canada Inc. (Note 5)
|
|
(72
|
)
|
|
—
|
|
392
|
|
392
|
|
|||
Restructuring and other charges (Note 24)
|
|
31
|
|
|
122
|
|
|
322
|
|
||||
Loss on debt extinguishment (Note 16)
|
|
54
|
|
|
22
|
|
|
36
|
|
||||
Provision for doubtful accounts
|
|
1
|
|
|
—
|
|
|
(15
|
)
|
||||
Pensions and other post-employment benefits
|
|
(16
|
)
|
|
(62
|
)
|
|
50
|
|
||||
Deferred income taxes (Note 10)
|
|
(72
|
)
|
|
9
|
|
|
213
|
|
||||
Net (gain) loss on disposal of assets
|
|
(5
|
)
|
|
5
|
|
|
(2
|
)
|
||||
Equity investees earnings, net of distributions received
|
|
(32
|
)
|
|
(89
|
)
|
|
(28
|
)
|
||||
Changes in:
|
|
|
|
|
|
|
|||||||
Current receivables
|
|
(36
|
)
|
|
(182
|
)
|
|
792
|
|
||||
Inventories
|
|
(117
|
)
|
|
491
|
|
|
391
|
|
||||
Current accounts payable and accrued expenses
|
|
173
|
|
|
287
|
|
|
(632
|
)
|
||||
Income taxes receivable/payable
|
|
(52
|
)
|
|
10
|
|
|
6
|
|
||||
Bank checks outstanding
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
All other, net
|
|
59
|
|
|
37
|
|
|
(70
|
)
|
||||
Net cash provided by operating activities
|
|
802
|
|
|
731
|
|
|
360
|
|
||||
Investing activities:
|
|
|
|
|
|
|
|||||||
Capital expenditures
|
|
(505
|
)
|
|
(306
|
)
|
|
(500
|
)
|
||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
||||
Disposal of assets
|
|
5
|
|
|
12
|
|
|
4
|
|
||||
Change in restricted cash, net
|
|
(3
|
)
|
|
(3
|
)
|
|
13
|
|
||||
Proceeds from sale of ownership interests in equity investees
|
|
116
|
|
|
—
|
|
|
—
|
|
||||
Investments, net
|
|
(2
|
)
|
|
(21
|
)
|
|
(2
|
)
|
||||
Net cash used in investing activities
|
|
(389
|
)
|
|
(318
|
)
|
|
(510
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|||||||
Issuance of long-term debt, net of financing costs (Note 16)
|
|
737
|
|
|
958
|
|
|
—
|
|
||||
Repayment of long-term debt (Note 16)
|
|
(1,104
|
)
|
|
(1,070
|
)
|
|
(379
|
)
|
||||
Settlement of contingent consideration
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
||||
Net proceeds from public offering of common stock (Note 26)
|
|
—
|
|
|
482
|
|
|
—
|
|
||||
Receipts from exercise of stock options
|
|
20
|
|
|
35
|
|
|
1
|
|
||||
Taxes paid for equity compensation plans (Note 14)
|
|
(10
|
)
|
|
(4
|
)
|
|
(1
|
)
|
||||
Dividends paid
|
|
(35
|
)
|
|
(31
|
)
|
|
(29
|
)
|
||||
Net cash (used in) provided by financing activities
|
|
(392
|
)
|
|
355
|
|
|
(408
|
)
|
||||
Effect of exchange rate changes on cash
|
|
17
|
|
|
(8
|
)
|
|
(41
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
38
|
|
|
760
|
|
|
(599
|
)
|
||||
Cash and cash equivalents at beginning of year
|
|
1,515
|
|
|
755
|
|
|
1,354
|
|
||||
Cash and cash equivalents at end of year
|
|
$
|
1,553
|
|
|
$
|
1,515
|
|
|
$
|
755
|
|
|
|
Dollars in Millions
|
|
Shares in Thousands
|
|||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
Common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
$
|
176
|
|
|
$
|
151
|
|
|
$
|
151
|
|
|
176,425
|
|
|
150,926
|
|
|
150,926
|
|
Common stock issued
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25,499
|
|
|
—
|
|
|||
Balance at end of year
|
|
$
|
176
|
|
|
$
|
176
|
|
|
$
|
151
|
|
|
176,425
|
|
|
176,425
|
|
|
150,926
|
|
Treasury stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
$
|
(182
|
)
|
|
$
|
(339
|
)
|
|
$
|
(396
|
)
|
|
(2,614
|
)
|
|
(4,645
|
)
|
|
(5,271
|
)
|
Common stock reissued for employee/non-employee director stock plans
|
|
106
|
|
|
157
|
|
|
57
|
|
|
1,411
|
|
|
2,031
|
|
|
626
|
|
|||
Balance at end of year
|
|
$
|
(76
|
)
|
|
$
|
(182
|
)
|
|
$
|
(339
|
)
|
|
(1,203
|
)
|
|
(2,614
|
)
|
|
(4,645
|
)
|
Additional paid-in capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
$
|
4,027
|
|
|
$
|
3,603
|
|
|
$
|
3,623
|
|
|
|
|
|
|
|
|||
Common stock issued
|
|
—
|
|
|
557
|
|
|
—
|
|
|
|
|
|
|
|
||||||
Dividends on common stock
|
|
(26
|
)
|
|
(31
|
)
|
|
—
|
|
|
|
|
|
|
|
||||||
Employee stock plans
|
|
(69
|
)
|
|
(102
|
)
|
|
(20
|
)
|
|
|
|
|
|
|
||||||
Balance at end of year
|
|
$
|
3,932
|
|
|
$
|
4,027
|
|
|
$
|
3,603
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income (Loss)
|
||||||||||||||||||||
(Dollars in millions)
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Retained earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
(250
|
)
|
|
$
|
190
|
|
|
$
|
1,862
|
|
|
|
|
|
|
|
||||||
Net earnings (loss) attributable to United States Steel Corporation
|
|
387
|
|
|
(440
|
)
|
|
(1,642
|
)
|
|
$
|
387
|
|
|
$
|
(440
|
)
|
|
$
|
(1,642
|
)
|
|||
Dividends on common stock
|
|
(9
|
)
|
|
—
|
|
|
(29
|
)
|
|
|
|
|
|
|
|||||||||
Other
|
|
5
|
|
|
—
|
|
|
(1
|
)
|
|
|
|
|
|
|
|||||||||
Balance at end of year
|
|
$
|
133
|
|
|
$
|
(250
|
)
|
|
$
|
190
|
|
|
|
|
|
|
|
||||||
Accumulated other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pension and other benefit adjustments (Note 17)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
(1,771
|
)
|
|
$
|
(1,479
|
)
|
|
$
|
(1,852
|
)
|
|
|
|
|
|
|
||||||
Changes during year, net of taxes
(a)
|
|
454
|
|
|
(288
|
)
|
|
364
|
|
|
454
|
|
|
(288
|
)
|
|
364
|
|
||||||
Changes during year, equity investee net of taxes
(a)
|
|
8
|
|
|
(4
|
)
|
|
9
|
|
|
8
|
|
|
(4
|
)
|
|
9
|
|
||||||
Balance at end of year
|
|
$
|
(1,309
|
)
|
|
$
|
(1,771
|
)
|
|
$
|
(1,479
|
)
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
274
|
|
|
$
|
312
|
|
|
$
|
416
|
|
|
|
|
|
|
|
||||||
Changes during year, net of taxes
(a)
|
|
189
|
|
|
(38
|
)
|
|
(104
|
)
|
|
189
|
|
|
(38
|
)
|
|
(104
|
)
|
||||||
Balance at end of year
|
|
$
|
463
|
|
|
$
|
274
|
|
|
$
|
312
|
|
|
|
|
|
|
|
||||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(5
|
)
|
|
|
|
|
|
|
||||||
Changes during year, net of taxes
(a)
|
|
1
|
|
|
2
|
|
|
3
|
|
|
1
|
|
|
2
|
|
|
3
|
|
||||||
Balance at end of year
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
|
|
|
|
|
||||||
Total balances at end of year
|
|
$
|
(845
|
)
|
|
$
|
(1,497
|
)
|
|
$
|
(1,169
|
)
|
|
|
|
|
|
|
||||||
Total stockholders’ equity
|
|
$
|
3,320
|
|
|
$
|
2,274
|
|
|
$
|
2,436
|
|
|
|
|
|
|
|
||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at end of year
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
||||||
Total comprehensive (income) loss
|
|
|
|
|
|
|
|
$
|
1,039
|
|
|
$
|
(768
|
)
|
|
$
|
(1,370
|
)
|
Foreign currency translation adjustments
(b)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82
|
|
Pension and other benefits adjustments
(b)
|
|
—
|
|
|
—
|
|
|
(228
|
)
|
|||
Other adjustments
(b)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
(In millions)
|
|
Customer
Sales |
|
Intersegment
Sales |
|
Net
Sales |
|
Earnings
(loss) from investees |
|
Earnings (Loss) before Interest and Income Taxes
|
|
Depreciation,
depletion & amortization |
|
Capital
expenditures |
||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Flat-Rolled
|
|
$
|
8,297
|
|
|
$
|
194
|
|
|
$
|
8,491
|
|
|
$
|
38
|
|
|
$
|
380
|
|
|
$
|
352
|
|
|
$
|
388
|
|
USSE
|
|
2,949
|
|
|
25
|
|
|
2,974
|
|
|
—
|
|
|
327
|
|
|
76
|
|
|
83
|
|
|||||||
Tubular
|
|
944
|
|
|
1
|
|
|
945
|
|
|
8
|
|
|
(99
|
)
|
|
51
|
|
|
28
|
|
|||||||
Total reportable segments
|
|
12,190
|
|
|
220
|
|
|
12,410
|
|
|
46
|
|
|
608
|
|
|
479
|
|
|
499
|
|
|||||||
Other Businesses
|
|
60
|
|
|
119
|
|
|
179
|
|
|
(2
|
)
|
|
44
|
|
|
22
|
|
|
6
|
|
|||||||
Reconciling Items and Eliminations
|
|
—
|
|
|
(339
|
)
|
|
(339
|
)
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
12,250
|
|
|
$
|
—
|
|
|
$
|
12,250
|
|
|
$
|
44
|
|
|
$
|
608
|
|
|
$
|
501
|
|
|
$
|
505
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Flat-Rolled
|
|
$
|
7,507
|
|
|
$
|
25
|
|
|
$
|
7,532
|
|
|
$
|
106
|
|
|
$
|
(3
|
)
|
|
$
|
349
|
|
|
$
|
111
|
|
USSE
|
|
2,243
|
|
|
3
|
|
|
2,246
|
|
|
—
|
|
|
185
|
|
|
80
|
|
|
83
|
|
|||||||
Tubular
|
|
449
|
|
|
2
|
|
|
451
|
|
|
6
|
|
|
(304
|
)
|
|
68
|
|
|
88
|
|
|||||||
Total reportable segments
|
|
10,199
|
|
|
30
|
|
|
10,229
|
|
|
112
|
|
|
(122
|
)
|
|
497
|
|
|
282
|
|
|||||||
Other Businesses
|
|
62
|
|
|
107
|
|
|
169
|
|
|
(2
|
)
|
|
63
|
|
|
10
|
|
|
24
|
|
|||||||
Reconciling Items and Eliminations
|
|
—
|
|
|
(137
|
)
|
|
(137
|
)
|
|
(12
|
)
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
10,261
|
|
|
$
|
—
|
|
|
$
|
10,261
|
|
|
$
|
98
|
|
|
$
|
(165
|
)
|
|
$
|
507
|
|
|
$
|
306
|
|
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
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Flat-Rolled
(a)
|
|
$
|
5,823
|
|
|
$
|
5,431
|
|
USSE
(a)
|
|
5,423
|
|
|
5,375
|
|
||
Tubular
|
|
1,076
|
|
|
993
|
|
||
Total reportable segments
|
|
$
|
12,322
|
|
|
$
|
11,799
|
|
Other Businesses
|
|
$
|
344
|
|
|
$
|
375
|
|
Corporate, reconciling items, and eliminations
(b)
|
|
(2,804
|
)
|
|
(3,014
|
)
|
||
Total assets
|
|
$
|
9,862
|
|
|
$
|
9,160
|
|
(a)
|
Included in segment assets for each year presented is goodwill for Flat-Rolled and USSE of
$3 million
and
$4 million
, respectively.
|
(b)
|
The majority of Corporate, reconciling items, and eliminations total assets is comprised of Cash and the elimination of intersegment amounts.
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Items not allocated to segments:
|
|
|
|
|
|
|
||||||
Post-employment benefit (expense) income
(a)
|
|
$
|
(66
|
)
|
|
$
|
62
|
|
|
$
|
(43
|
)
|
Other items not allocated to segments:
|
|
|
|
|
|
|
||||||
Gain (loss) associated with U. S. Steel Canada Inc. (Note 5)
|
|
72
|
|
|
—
|
|
|
(392
|
)
|
|||
Loss on shutdown of certain tubular pipe mill assets
(b)
|
|
(35
|
)
|
|
(126
|
)
|
|
—
|
|
|||
Loss on shutdown of coke production facilities
(b)
|
|
—
|
|
|
—
|
|
|
(153
|
)
|
|||
Granite City Works temporary idling charges
|
|
(17
|
)
|
|
(18
|
)
|
|
(99
|
)
|
|||
Loss on shutdown of Fairfield Flat-Rolled Operations
(b) (c)
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|||
Restructuring and other charges
(b)
|
|
—
|
|
|
2
|
|
|
(78
|
)
|
|||
Post-employment benefit actuarial adjustment
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||
Gain (loss) on equity investee transactions (Note 11)
|
|
2
|
|
|
(12
|
)
|
|
(18
|
)
|
|||
Impairment of intangible assets (Note 13)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||
Total other items not allocated to segments
|
|
$
|
22
|
|
|
$
|
(168
|
)
|
|
$
|
(857
|
)
|
Total reconciling items
|
|
$
|
(44
|
)
|
|
$
|
(106
|
)
|
|
$
|
(900
|
)
|
(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 Statements 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 #5 coating line continues to operate.
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Flat-Rolled
|
|
$
|
10,106
|
|
|
$
|
8,969
|
|
|
$
|
10,047
|
|
Tubular
|
|
987
|
|
|
481
|
|
|
929
|
|
|||
Other
(a)
|
|
1,157
|
|
|
811
|
|
|
598
|
|
|||
Total
|
|
$
|
12,250
|
|
|
$
|
10,261
|
|
|
$
|
11,574
|
|
(a)
|
Primarily includes sales of steel production by-products, railroad services and real estate operations.
|
(In millions)
|
|
Year
|
|
External
Sales |
|
Assets
|
|
||||
North America
|
|
2017
|
|
$
|
9,301
|
|
|
$
|
3,831
|
|
(a)
|
|
|
2016
|
|
8,018
|
|
|
3,671
|
|
(a)
|
||
|
|
2015
|
|
9,251
|
|
|
4,057
|
|
(a)
|
||
Europe
|
|
2017
|
|
2,949
|
|
|
906
|
|
|
||
|
|
2016
|
|
2,243
|
|
|
789
|
|
|
||
|
|
2015
|
|
2,323
|
|
|
832
|
|
|
||
Other Foreign Countries
|
|
2017
|
|
—
|
|
|
—
|
|
|
||
|
|
2016
|
|
—
|
|
|
18
|
|
|
||
|
|
2015
|
|
—
|
|
|
24
|
|
|
||
Total
|
|
2017
|
|
12,250
|
|
|
4,737
|
|
|
||
|
|
2016
|
|
10,261
|
|
|
4,478
|
|
|
||
|
|
2015
|
|
$
|
11,574
|
|
|
$
|
4,913
|
|
|
(a)
|
Assets with a book value of
$3,817 million
,
$3,670 million
and
$4,047 million
were located in the United States at December 31,
2017
,
2016
and
2015
, respectively.
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
(17
|
)
|
|
$
|
(5
|
)
|
|
$
|
(3
|
)
|
Interest expense and other financial costs:
|
|
|
|
|
|
|
||||||
Interest incurred
|
|
229
|
|
|
234
|
|
|
228
|
|
|||
Less interest capitalized
|
|
3
|
|
|
4
|
|
|
14
|
|
|||
Total interest expense
|
|
226
|
|
|
230
|
|
|
214
|
|
|||
Loss on debt extinguishment
(a)
|
|
54
|
|
|
22
|
|
|
36
|
|
|||
Foreign currency net loss (gain)
(b)
|
|
23
|
|
|
(14
|
)
|
|
(15
|
)
|
|||
Financial costs on:
|
|
|
|
|
|
|
||||||
Sale of receivables
|
|
—
|
|
|
—
|
|
|
2
|
|
|||
Amended Credit Agreement
|
|
6
|
|
|
6
|
|
|
4
|
|
|||
USSK credit facilities
|
|
3
|
|
|
3
|
|
|
3
|
|
|||
Other
|
|
2
|
|
|
—
|
|
|
5
|
|
|||
Amortization of discounts and deferred financing costs
|
|
10
|
|
|
9
|
|
|
11
|
|
|||
Total other financial costs
|
|
44
|
|
|
4
|
|
|
10
|
|
|||
Net interest and other financial costs
|
|
$
|
307
|
|
|
$
|
251
|
|
|
$
|
257
|
|
(a)
|
Represents a net pretax charge of
$54 million
during 2017 related to the retirement of our 2018, 2021, and 2022 Senior Notes, partial redemption of our 2021 Senior Secured Notes, and redemption of the Lorain Recovery Zone Facility Bonds. A net pretax charge of
$22 million
during 2016 related to the retirement of our 2017 Senior Notes, and partial redemption of our 2018, 2020 and 2021 Senior Notes, and a
$36 million
pretax charge during 2015 related to the retirement of our 2019 Senior Convertible Notes.
|
(b)
|
The functional currency for USSE is the euro. Foreign currency net loss (gain) is a result of transactions denominated in currencies other than the euro.
|
(Dollars in millions, except per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net earnings (loss) attributable to United States Steel Corporation shareholders
|
|
$
|
387
|
|
|
$
|
(440
|
)
|
|
$
|
(1,642
|
)
|
Weighted-average shares outstanding (in thousands):
|
|
|
|
|
|
|
||||||
Basic
|
|
174,793
|
|
|
156,673
|
|
|
146,094
|
|
|||
Effect of stock options, restricted stock units and performance awards
|
|
1,727
|
|
|
—
|
|
|
—
|
|
|||
Adjusted weighted-average shares outstanding, diluted
|
|
176,520
|
|
|
156,673
|
|
|
146,094
|
|
|||
Basic earnings (loss) per common share
|
|
$
|
2.21
|
|
|
$
|
(2.81
|
)
|
|
$
|
(11.24
|
)
|
Diluted earnings (loss) per common share
|
|
$
|
2.19
|
|
|
$
|
(2.81
|
)
|
|
$
|
(11.24
|
)
|
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Securities granted under the 2005 Stock Incentive Plan
|
|
$
|
1,579
|
|
|
$
|
8,820
|
|
|
$
|
8,298
|
|
(In millions)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
|
$
|
527
|
|
|
$
|
449
|
|
Semi-finished products
|
|
796
|
|
|
686
|
|
||
Finished products
|
|
356
|
|
|
375
|
|
||
Supplies and sundry items
|
|
59
|
|
|
63
|
|
||
Total
|
|
$
|
1,738
|
|
|
$
|
1,573
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||||
(In millions)
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
Federal
|
|
$
|
(66
|
)
|
|
$
|
(81
|
)
|
|
$
|
(147
|
)
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
$
|
(29
|
)
|
|
$
|
168
|
|
|
$
|
139
|
|
State and local
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
1
|
|
|
(5
|
)
|
|
33
|
|
|
28
|
|
|||||||||
Foreign
|
|
53
|
|
|
9
|
|
|
62
|
|
|
32
|
|
|
9
|
|
|
41
|
|
|
4
|
|
|
12
|
|
|
16
|
|
|||||||||
Total
|
|
$
|
(14
|
)
|
|
$
|
(72
|
)
|
|
$
|
(86
|
)
|
|
$
|
15
|
|
|
$
|
9
|
|
|
$
|
24
|
|
|
$
|
(30
|
)
|
|
$
|
213
|
|
|
$
|
183
|
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Statutory rate applied to earnings (loss) before income taxes
|
|
$
|
105
|
|
|
$
|
(146
|
)
|
|
$
|
(511
|
)
|
Valuation allowance
|
|
36
|
|
|
252
|
|
|
804
|
|
|||
Excess percentage depletion
|
|
(68
|
)
|
|
(49
|
)
|
|
(49
|
)
|
|||
State and local income taxes after federal income tax effects
|
|
(28
|
)
|
|
(20
|
)
|
|
(42
|
)
|
|||
Adjustments of prior years’ federal income taxes
|
|
(5
|
)
|
|
(6
|
)
|
|
(23
|
)
|
|||
Tax credits
|
|
(56
|
)
|
|
(39
|
)
|
|
(7
|
)
|
|||
Effects of foreign operations
|
|
56
|
|
|
36
|
|
|
5
|
|
|||
Effect of tax reform
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|||
Alternative minimum tax credit refund
|
|
(48
|
)
|
|
(18
|
)
|
|
—
|
|
|||
Other
|
|
3
|
|
|
14
|
|
|
6
|
|
|||
Total (benefit) provision
|
|
$
|
(86
|
)
|
|
$
|
24
|
|
|
$
|
183
|
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Unrecognized tax benefits, beginning of year
|
|
$
|
72
|
|
|
$
|
74
|
|
|
$
|
112
|
|
Increases – tax positions taken in prior years
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Decreases – tax positions taken in prior years
|
|
(26
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|||
Increases – current tax positions
|
|
—
|
|
|
3
|
|
|
—
|
|
|||
Settlements
|
|
(4
|
)
|
|
—
|
|
|
(26
|
)
|
|||
Lapse of statute of limitations
|
|
(1
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|||
Unrecognized tax benefits, end of year
|
|
$
|
42
|
|
|
$
|
72
|
|
|
$
|
74
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Federal tax loss carryforwards (expiring in 2033 through 2036)
|
|
$
|
394
|
|
|
$
|
754
|
|
Federal capital loss carryforwards (expiring 2021)
|
|
36
|
|
|
—
|
|
||
State tax credit carryforwards (expiring in 2018 through 2031)
|
|
14
|
|
|
15
|
|
||
State tax loss carryforwards (expiring in 2018 through 2037)
|
|
155
|
|
|
110
|
|
||
Minimum tax credit carryforwards
|
|
76
|
|
|
109
|
|
||
General business credit carryforwards (expiring in 2025 through 2037)
|
|
86
|
|
|
85
|
|
||
Foreign tax loss and credit carryforwards (expiring in 2024 through 2027)
|
|
102
|
|
|
51
|
|
||
Employee benefits
|
|
266
|
|
|
633
|
|
||
Receivables, payables and debt
|
|
—
|
|
|
5
|
|
||
Future reduction of foreign tax credits
|
|
1
|
|
|
1
|
|
||
Contingencies and accrued liabilities
|
|
70
|
|
|
97
|
|
||
Investments in subsidiaries and equity investees
|
|
33
|
|
|
211
|
|
||
Valuation allowance
|
|
(608
|
)
|
|
(1,113
|
)
|
||
Total deferred tax assets
|
|
625
|
|
|
958
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
516
|
|
|
899
|
|
||
Inventory
|
|
6
|
|
|
23
|
|
||
Receivables, payables and debt
|
|
14
|
|
|
—
|
|
||
Expected federal benefit for deducting state deferred income taxes
|
|
14
|
|
|
9
|
|
||
Indefinite-lived intangible assets
|
|
18
|
|
|
28
|
|
||
Other temporary differences
|
|
7
|
|
|
21
|
|
||
Total deferred tax liabilities
|
|
575
|
|
|
980
|
|
||
Net deferred tax asset (liability)
|
|
$
|
50
|
|
|
$
|
(22
|
)
|
|
|
December 31,
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Equity method investments
|
|
$
|
457
|
|
|
$
|
499
|
|
Receivables due after one year, less allowance of $11 and $10
|
|
20
|
|
|
25
|
|
||
Other
|
|
3
|
|
|
4
|
|
||
Total
|
|
$
|
480
|
|
|
$
|
528
|
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income data – year ended December 31:
(a)
|
|
|
|
|
|
|
||||||
Net Sales
|
|
$
|
2,485
|
|
|
$
|
2,839
|
|
|
$
|
3,176
|
|
Operating income
|
|
132
|
|
|
345
|
|
|
529
|
|
|||
Net earnings
|
|
109
|
|
|
323
|
|
|
491
|
|
|||
Balance sheet date – December 31:
|
|
|
|
|
|
|
||||||
Current Assets
|
|
$
|
633
|
|
|
$
|
771
|
|
|
$
|
732
|
|
Noncurrent Assets
|
|
710
|
|
|
989
|
|
|
988
|
|
|||
Current liabilities
|
|
441
|
|
|
478
|
|
|
485
|
|
|||
Noncurrent Liabilities
|
|
335
|
|
|
506
|
|
|
490
|
|
(a)
|
Former equity affiliates, Swan Point Development Company, Inc., Tilden Mining Company and Apolo Tubulars S.A. were sold on February 6, 2017, September 29, 2017 and December 22, 2017, respectively. The former equity affiliates are included in the Income data through the month prior to the date of sale.
|
Investee
|
Country
|
December 31, 2017 Interest
|
|
Acero Prime, S. R. L. de CV
|
Mexico
|
40
|
%
|
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
|
33.3
|
%
|
Patriot Premium Threading Services
|
United States
|
50
|
%
|
PRO-TEC Coating Company
|
United States
|
50
|
%
|
Strategic Investment Fund Partners II
(b)
|
United States
|
5.2
|
%
|
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 II is a limited partnership and in accordance with ASC Topic 323, the financial activities are accounted for using the equity method.
|
|
|
|
|
December 31,
|
|||||||
(In millions)
|
|
Useful Lives
|
|
2017
|
|
2016
|
|||||
Land and depletable property
|
|
—
|
|
|
$
|
208
|
|
|
$
|
204
|
|
Buildings
|
|
35 years
|
|
|
1,109
|
|
|
1,051
|
|
||
Machinery and equipment
|
|
|
|
|
|
|
|||||
Steel producing
|
|
3-30 years
|
|
|
12,590
|
|
|
11,773
|
|
||
Transportation
|
|
3-40 years
|
|
|
239
|
|
|
234
|
|
||
Other
|
|
5-30 years
|
|
|
122
|
|
|
121
|
|
||
Information technology
|
|
5-6 years
|
|
|
782
|
|
|
777
|
|
||
Assets under capital lease
|
|
5-15 years
|
|
|
36
|
|
|
36
|
|
||
Total
|
|
|
|
15,086
|
|
|
14,196
|
|
|||
Less accumulated depreciation and depletion
|
|
|
|
10,806
|
|
|
10,217
|
|
|||
Net
|
|
|
|
$
|
4,280
|
|
|
$
|
3,979
|
|
|
|
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||
(In millions)
|
|
Useful
Lives |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationships
|
|
22 Years
|
|
$
|
132
|
|
|
$
|
64
|
|
|
$
|
68
|
|
|
$
|
132
|
|
|
$
|
59
|
|
|
$
|
73
|
|
Patents
|
|
10-15 Years
|
|
22
|
|
|
5
|
|
|
17
|
|
|
22
|
|
|
3
|
|
|
19
|
|
||||||
Other
|
|
4-20 Years
|
|
15
|
|
|
8
|
|
|
7
|
|
|
14
|
|
|
6
|
|
|
8
|
|
||||||
Total amortizable intangible assets
|
|
|
|
$
|
169
|
|
|
$
|
77
|
|
|
$
|
92
|
|
|
$
|
168
|
|
|
$
|
68
|
|
|
$
|
100
|
|
|
|
Stock Options
|
|
Restricted Stock Units
|
|
TSR Performance Awards
|
|||
2017 Grants
|
|
647,780
|
|
|
348,040
|
|
|
169,850
|
|
2016 Grants
|
|
1,333,210
|
|
|
1,120,332
|
|
|
308,130
|
|
2015 Grants
|
|
1,638,540
|
|
|
807,432
|
|
|
273,560
|
|
(In millions, except per share amounts)
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
Stock-based compensation expense recognized:
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
14
|
|
Selling, general and administrative expenses
|
|
17
|
|
|
13
|
|
|
23
|
|
|||
Total
|
|
27
|
|
|
22
|
|
|
37
|
|
|||
Related deferred income tax benefit
(a)
|
|
—
|
|
|
—
|
|
|
13
|
|
|||
Decrease in net income
|
|
$
|
27
|
|
|
$
|
22
|
|
|
$
|
24
|
|
Decrease in basic earnings per share
|
|
0.15
|
|
|
0.14
|
|
|
0.16
|
|
|||
Decrease in diluted earnings per share
|
|
0.15
|
|
|
0.14
|
|
|
0.16
|
|
Black-Scholes Assumptions
(a)
|
|
2017 Grants
|
|
2016 Grants
|
|
2015 Grants
|
||||||
Grant date price per share of option award
|
|
$
|
36.94
|
|
|
$
|
14.78
|
|
|
$
|
24.74
|
|
Exercise price per share of option award
|
|
$
|
36.94
|
|
|
$
|
14.78
|
|
|
$
|
24.74
|
|
Expected annual dividends per share
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
Expected life in years
|
|
5.0
|
|
|
5.0
|
|
|
5.0
|
|
|||
Expected volatility
|
|
57
|
%
|
|
53
|
%
|
|
47
|
%
|
|||
Risk-free interest rate
|
|
2.0
|
%
|
|
1.5
|
%
|
|
1.6
|
%
|
|||
Average grant date fair value per share of unvested option awards as calculated from above
|
|
$
|
17.28
|
|
|
$
|
6.24
|
|
|
$
|
10.02
|
|
|
|
Shares
|
|
Weighted-
Average Exercise Price (per share) |
|
Weighted-
Average Remaining Contractual Term (in years) |
|
Aggregate
Intrinsic Value (in millions) |
|||||
Outstanding at January 1, 2017
|
|
5,693,211
|
|
|
$
|
29.94
|
|
|
|
|
|
||
Granted
|
|
647,780
|
|
|
$
|
36.94
|
|
|
|
|
|
||
Exercised
|
|
(879,942
|
)
|
|
$
|
23.07
|
|
|
|
|
|
||
Forfeited or expired
|
|
(848,109
|
)
|
|
$
|
48.00
|
|
|
|
|
|
||
Outstanding at December 31, 2017
|
|
4,612,940
|
|
|
$
|
28.92
|
|
|
5.25
|
|
$
|
48
|
|
Exercisable at December 31, 2017
|
|
3,177,505
|
|
|
$
|
30.86
|
|
|
3.97
|
|
$
|
31
|
|
Exercisable and expected to vest at December 31, 2017
|
|
4,369,238
|
|
|
$
|
29.12
|
|
|
5.09
|
|
$
|
45
|
|
Performance Period
|
|
Fair Value
(in millions) |
|
Minimum
Shares |
|
Target
Shares |
|
Maximum
Shares |
|||||
2017 - 2019
|
|
$
|
4
|
|
|
—
|
|
|
106,440
|
|
|
212,880
|
|
2016 - 2018
|
|
$
|
2
|
|
|
—
|
|
|
206,401
|
|
|
412,802
|
|
2015 - 2017
|
|
$
|
5
|
|
|
—
|
|
|
202,690
|
|
|
405,380
|
|
|
|
Restricted
Stock Units |
|
TSR Performance
Awards (a) |
|
ROCE Performance
Awards (a) |
|
Total
|
|
Weighted-
Average Grant-Date Fair Value |
||||||
Nonvested at January 1, 2017
|
|
1,593,155
|
|
|
751,579
|
|
|
205,453
|
|
|
2,550,187
|
|
|
$
|
18.58
|
|
Granted
|
|
348,040
|
|
|
169,850
|
|
|
—
|
|
|
517,890
|
|
|
37.68
|
|
|
Vested
|
|
(533,371
|
)
|
|
—
|
|
|
—
|
|
|
(533,371
|
)
|
|
21.15
|
|
|
Performance adjustment factor
(b)
|
|
—
|
|
|
(220,943
|
)
|
|
(205,453
|
)
|
|
(426,396
|
)
|
|
22.91
|
|
|
Forfeited or expired
|
|
(219,078
|
)
|
|
(184,955
|
)
|
|
—
|
|
|
(404,033
|
)
|
|
24.59
|
|
|
Nonvested at December 31, 2017
|
|
1,188,746
|
|
|
515,531
|
|
|
—
|
|
|
1,704,277
|
|
|
$
|
21.08
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Number of awards granted
|
|
517,890
|
|
|
1,428,462
|
|
|
1,080,992
|
|
|||
Weighted-average grant-date fair value per share
|
|
$
|
37.68
|
|
|
$
|
13.39
|
|
|
$
|
24.63
|
|
|
|
|
|
Fair Value
|
||||||
(In millions)
|
|
Balance Sheet
Location |
|
December 31, 2017
|
|
December 31, 2016
|
||||
Foreign exchange forward contracts
|
|
Accounts receivable
|
|
$
|
—
|
|
|
$
|
9
|
|
Foreign exchange forward contracts
|
|
Accounts payable
|
|
$
|
11
|
|
|
$
|
—
|
|
|
|
|
|
Amount of (Loss) Gain
|
||||||||||
(In millions)
|
|
Statement of Operations
Location |
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
Foreign exchange forward contracts
|
|
Other financial costs
|
|
$
|
(23
|
)
|
|
$
|
7
|
|
|
$
|
39
|
|
|
|
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
Interest
Rates % |
|
Maturity
|
|
2017
|
|
2016
|
||||
2037 Senior Notes
|
|
6.65
|
|
2037
|
|
$
|
350
|
|
|
$
|
350
|
|
2025 Senior Notes
|
|
6.875
|
|
2025
|
|
750
|
|
|
—
|
|
||
2022 Senior Notes
|
|
7.50
|
|
2022
|
|
—
|
|
|
400
|
|
||
2021 Senior Secured Notes
|
|
8.375
|
|
2021
|
|
780
|
|
|
980
|
|
||
2021 Senior Notes
|
|
6.875
|
|
2021
|
|
—
|
|
|
200
|
|
||
2020 Senior Notes
|
|
7.375
|
|
2020
|
|
432
|
|
|
432
|
|
||
2018 Senior Notes
|
|
7.00
|
|
2018
|
|
—
|
|
|
161
|
|
||
Environmental Revenue Bonds
|
|
5.750 - 6.875
|
|
2019 - 2042
|
|
400
|
|
|
447
|
|
||
Recovery Zone Facility Bonds
|
|
6.75
|
|
2040
|
|
—
|
|
|
70
|
|
||
Fairfield Caster Lease
|
|
|
|
2022
|
|
24
|
|
|
28
|
|
||
Other capital leases and all other obligations
|
|
|
|
2019
|
|
1
|
|
|
1
|
|
||
Third Amended and Restated Credit Agreement
|
|
Variable
|
|
2020
|
|
—
|
|
|
—
|
|
||
USSK Revolver
|
|
Variable
|
|
2021
|
|
—
|
|
|
—
|
|
||
USSK credit facilities
|
|
Variable
|
|
2018
|
|
—
|
|
|
—
|
|
||
Total debt
|
|
|
|
|
|
2,737
|
|
|
3,069
|
|
||
Less unamortized discount and debt issuance costs
|
|
|
|
|
|
34
|
|
|
38
|
|
||
Less short-term debt and long-term debt due within one year
|
|
|
|
|
|
3
|
|
|
50
|
|
||
Long-term debt
|
|
|
|
|
|
$
|
2,700
|
|
|
$
|
2,981
|
|
Year
|
Redemption Price
|
|
2020
|
103.438
|
%
|
2021
|
101.719
|
%
|
2022 and thereafter
|
100.000
|
%
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Later
Years |
|
Total
|
||||||||||||||
$
|
3
|
|
|
$
|
59
|
|
|
$
|
435
|
|
|
$
|
784
|
|
|
$
|
10
|
|
|
$
|
1,446
|
|
|
$
|
2,737
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in benefit obligations
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligations at January 1
|
|
$
|
6,214
|
|
|
$
|
6,374
|
|
|
$
|
2,432
|
|
|
$
|
2,310
|
|
Service cost
|
|
50
|
|
|
54
|
|
|
17
|
|
|
20
|
|
||||
Interest cost
|
|
235
|
|
|
258
|
|
|
94
|
|
|
98
|
|
||||
Plan amendments
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
172
|
|
||||
Actuarial losses (gains)
|
|
214
|
|
|
264
|
|
|
8
|
|
|
(6
|
)
|
||||
Exchange rate loss/(gain)
|
|
4
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements, curtailments and termination benefits
|
|
(12
|
)
|
|
(25
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Benefits paid
|
|
(598
|
)
|
|
(685
|
)
|
|
(172
|
)
|
|
(161
|
)
|
||||
Benefit obligations at December 31
|
|
$
|
6,107
|
|
|
$
|
6,214
|
|
|
$
|
2,379
|
|
|
$
|
2,432
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan at January 1
|
|
$
|
5,482
|
|
|
$
|
5,639
|
|
|
$
|
1,984
|
|
|
$
|
1,990
|
|
Actual return on plan assets
|
|
773
|
|
|
414
|
|
|
171
|
|
|
94
|
|
||||
Employer contributions
|
|
75
|
|
|
113
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid from plan assets
|
|
(598
|
)
|
|
(684
|
)
|
|
(113
|
)
|
|
(100
|
)
|
||||
Fair value of plan assets at December 31
|
|
$
|
5,732
|
|
|
$
|
5,482
|
|
|
$
|
2,042
|
|
|
$
|
1,984
|
|
Funded status of plans at December 31
|
|
(375
|
)
|
|
(732
|
)
|
|
(337
|
)
|
|
(448
|
)
|
|
|
|
|
2017
|
|
|
||||||||||
(In millions)
|
|
12/31/2016
|
|
Amortization
|
|
Activity
|
|
12/31/2017
|
||||||||
Pensions
|
|
|
|
|
||||||||||||
Prior Service Cost
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
Actuarial Losses
|
|
2,562
|
|
|
(148
|
)
|
|
(176
|
)
|
|
2,238
|
|
||||
Other Benefits
|
|
|
|
|
|
|
|
|
||||||||
Prior Service Cost
|
|
(22
|
)
|
|
(29
|
)
|
|
—
|
|
|
(51
|
)
|
||||
Actuarial Losses
|
|
141
|
|
|
(3
|
)
|
|
(97
|
)
|
|
41
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Current liabilities
|
|
(4
|
)
|
|
(3
|
)
|
|
(59
|
)
|
|
(60
|
)
|
||||
Noncurrent liabilities
|
|
(371
|
)
|
|
(729
|
)
|
|
(278
|
)
|
|
(388
|
)
|
||||
Accumulated other comprehensive loss
(a)
|
|
2,230
|
|
|
2,554
|
|
|
(10
|
)
|
|
119
|
|
||||
Net amount recognized
|
|
$
|
1,855
|
|
|
$
|
1,822
|
|
|
$
|
(347
|
)
|
|
$
|
(329
|
)
|
(a)
|
Accumulated other comprehensive loss effects associated with accounting for pensions and other benefits in accordance with ASC Topic 715 at December 31,
2017
and December 31,
2016
, respectively, are reflected net of tax of
$958 million
and
$939 million
respectively, on the Consolidated Statements of Stockholders’ Equity.
|
|
|
December 31,
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
||||
Aggregate accumulated benefit obligations (ABO)
|
|
$
|
(5,937
|
)
|
|
$
|
(6,064
|
)
|
Aggregate projected benefit obligations (PBO)
|
|
(6,107
|
)
|
|
(6,214
|
)
|
||
Aggregate fair value of plan assets
|
|
5,732
|
|
|
5,482
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
50
|
|
|
$
|
54
|
|
|
$
|
102
|
|
|
$
|
17
|
|
|
$
|
20
|
|
|
$
|
21
|
|
Interest cost
|
|
235
|
|
|
258
|
|
|
263
|
|
|
94
|
|
|
98
|
|
|
97
|
|
||||||
Expected return on plan assets
|
|
(390
|
)
|
|
(422
|
)
|
|
(435
|
)
|
|
(65
|
)
|
|
(151
|
)
|
|
(155
|
)
|
||||||
Amortization - prior service costs
|
|
—
|
|
|
11
|
|
|
17
|
|
|
29
|
|
|
26
|
|
|
(6
|
)
|
||||||
- actuarial losses
|
|
148
|
|
|
129
|
|
|
241
|
|
|
3
|
|
|
3
|
|
|
7
|
|
||||||
Net periodic benefit cost (benefit), excluding below
|
|
43
|
|
|
30
|
|
|
188
|
|
|
78
|
|
|
(4
|
)
|
|
(36
|
)
|
||||||
Multiemployer plans
(a)
|
|
59
|
|
|
63
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement, termination and curtailment losses/(gains)
|
|
7
|
|
|
13
|
|
|
35
|
|
|
—
|
|
|
(1
|
)
|
|
(4
|
)
|
||||||
Net periodic benefit cost (benefit)
|
|
$
|
109
|
|
|
$
|
106
|
|
|
$
|
291
|
|
|
$
|
78
|
|
|
$
|
(5
|
)
|
|
$
|
(40
|
)
|
(a)
|
Primarily represents pension expense for the SPT covering USW employees hired from National Steel Corporation and new USW employees hired after May 21, 2003.
|
(In millions)
|
|
Pension Benefits 2018
|
|
Other Benefits 2018
|
||||
Amortization of actuarial loss
|
|
$
|
143
|
|
|
$
|
4
|
|
Amortization of prior service cost
|
|
—
|
|
|
29
|
|
||
Total recognized from accumulated other comprehensive income
|
|
$
|
143
|
|
|
$
|
33
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
|
2017
|
2016
|
|
2017
|
2016
|
||||||
|
|
U.S. and Europe
|
|
U.S. and Europe
|
|
U.S.
|
|
U.S.
|
||||
Actuarial assumptions used to determine benefit obligations at December 31:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.03
|
%
|
|
4.00
|
%
|
Increase in compensation rate
|
|
2.60
|
%
|
|
2.60
|
%
|
|
N/A
|
|
|
3.50
|
%
|
|
|
Pension Benefits
|
|||||||
|
|
2017
|
2016
|
|
2015
|
||||
|
|
U.S. and Europe
|
|
U.S. and Europe
|
|
U.S. and Europe
|
|||
Actuarial assumptions used to determine net periodic benefit cost for the year ended December 31:
|
|
|
|
|
|
|
|||
Discount rate
|
|
4.00
|
%
|
|
4.25
|
%
|
|
3.75
|
%
|
Expected annual return on plan assets
|
|
7.25
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
Increase in compensation rate
|
|
2.60
|
%
|
|
2.60
|
%
|
|
3.00
|
%
|
|
|
Other Benefits
|
|||||||
|
|
2017
|
2016
|
2015
|
|||||
|
|
U.S.
|
|
U.S.
|
|
U.S.
|
|||
Discount rate
|
|
4.00
|
%
|
|
4.25
|
%
|
|
3.75
|
%
|
Expected annual return on plan assets
|
|
3.25
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
Increase in compensation rate
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
|
2017
|
|
2016
|
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
|
|
2022
|
|
2021
|
(In millions)
|
|
1-Percentage-
Point Increase |
|
1-Percentage-
Point Decrease |
||||
Expected return on plan assets
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension costs for 2018
|
|
$
|
(72
|
)
|
|
$
|
72
|
|
Discount rate
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension & other benefits costs for 2018
|
|
$
|
(8
|
)
|
|
$
|
6
|
|
Pension & other benefits liabilities at December 31, 2017
|
|
$
|
(743
|
)
|
|
$
|
885
|
|
Health care cost escalation trend rates
|
|
|
|
|
||||
Incremental increase (decrease) in:
|
|
|
|
|
||||
Other post-employment benefit obligations
|
|
$
|
99
|
|
|
$
|
(85
|
)
|
Service and interest costs components for 2018
|
|
$
|
5
|
|
|
$
|
(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 2 – Inputs to the valuation methodology include:
|
•
|
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
Level 1
|
|
Level 2
|
|
Level 3
|
Short-term Investments
|
|
Corporate Bonds - U.S.
|
|
Private Equities
|
Equity Securities - U.S.
|
|
Government Bonds - U.S.
|
|
Real Estate
|
Exchange-traded Funds
|
|
Mortgage-backed GNMAs & FNMAs
|
|
Mineral Interests
|
|
|
|
|
Timberlands
|
|
|
Fair Value Measurements at December 31, 2017 (in millions)
|
||||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets (Level 1) |
|
Other Significant Observable Inputs
(Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Asset Classes
|
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
|
$
|
155
|
|
|
$
|
155
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Securities - U.S.
(a)
|
|
260
|
|
|
260
|
|
|
—
|
|
|
—
|
|
||||
Corporate & Government Bonds
(b)
|
|
1,806
|
|
|
—
|
|
|
1,806
|
|
|
—
|
|
||||
Mineral Interests
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Timberlands
|
|
300
|
|
|
—
|
|
|
—
|
|
|
300
|
|
||||
Private equities
(c)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Real Estate
(d)
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||
All Other
(e)
|
|
(39
|
)
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
||||
Total assets in the fair value hierarchy
|
|
$
|
2,522
|
|
|
$
|
376
|
|
|
$
|
1,806
|
|
|
$
|
340
|
|
Investments measured at net asset value
(f)
|
|
3,210
|
|
|
|
|
|
|
|
|||||||
Investments at fair value
|
|
$
|
5,732
|
|
|
|
|
|
|
|
Corporate Bonds – U.S.
|
$
|
1,084
|
|
Government Bonds – U.S.
|
720
|
|
|
Agency Mortgages
|
2
|
|
|
Total
|
$
|
1,806
|
|
|
|
Net Asset Value at December 31, 2017
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||||
Private Equity Funds
(a)
|
|
$
|
252
|
|
|
$
|
91
|
|
|
Not redeemable
|
|
N/A
|
Real Estate Funds
(a)
|
|
260
|
|
|
117
|
|
|
**
|
|
N/A
|
||
Interest in Investment Partnerships
(b)
|
|
729
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
||
Commingled Funds
|
|
1,969
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
||
Investments measured at net asset value
|
|
$
|
3,210
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2016 (in millions)
|
||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets (Level 1) |
|
Significant
Unobservable Inputs (Level 3) |
||||||
Asset Classes
|
|
|
|
|
|
|
||||||
Short-term investments
|
|
$
|
98
|
|
|
$
|
98
|
|
|
$
|
—
|
|
Exchange-Traded Funds
|
|
61
|
|
|
61
|
|
|
—
|
|
|||
Equity Securities - U.S.
(a)
|
|
124
|
|
|
124
|
|
|
—
|
|
|||
Mineral Interests
|
|
3
|
|
|
—
|
|
|
3
|
|
|||
Timberlands
|
|
312
|
|
|
—
|
|
|
312
|
|
|||
Private equities
(b)
|
|
8
|
|
|
—
|
|
|
8
|
|
|||
Real Estate
(c)
|
|
34
|
|
|
—
|
|
|
34
|
|
|||
All Other
(d)
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|||
Total assets in the fair value hierarchy
|
|
$
|
636
|
|
|
$
|
279
|
|
|
$
|
357
|
|
Investments measured at net asset value
(e)
|
|
4,846
|
|
|
|
|
|
|||||
Investments at fair value
|
|
$
|
5,482
|
|
|
|
|
|
(a)
|
Includes U. S. Steel stock.
|
(b)
|
Includes investments in CAI Partners and Company III LP, Clayton Dubilier Rice Fund VI, Electra Partners Club 2007 LP and FF&P Investor 8 ERISA LP.
|
(c)
|
Includes investments in the Avanti Funds and the Mariano Ranch properties.
|
(d)
|
Includes
$50 million
of investment sales,
$1 million
of accrued income and
$(55) million
of miscellaneous payables.
|
(e)
|
In accordance with ASC Topic 820, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.
|
|
|
Net Asset Value at December 31, 2016
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||||
Private Equity Funds
(a)
|
|
$
|
273
|
|
|
$
|
124
|
|
|
Not redeemable
|
|
N/A
|
Real Estate Funds
(a)
|
|
252
|
|
|
156
|
|
|
**
|
|
N/A
|
||
Interest in Internally Managed Partnership - Fixed Income
(b)
|
|
1,490
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
||
Interest in Internally Managed Partnership - Equity
(c)
|
|
2,232
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
||
Interest in Investment Partnerships
(d)
|
|
599
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
||
Investments measured at net asset value
|
|
$
|
4,846
|
|
|
|
|
|
|
|
Corporate Bonds – U.S.
|
$
|
885
|
|
Government Bonds – U.S.
|
564
|
|
|
Other
(1)
|
41
|
|
|
Total
|
$
|
1,490
|
|
Exchange-Traded Funds
|
$
|
100
|
|
Equity Securities – U.S.
|
2,038
|
|
|
Other
(2)
|
94
|
|
|
Total
|
$
|
2,232
|
|
|
|
Level 3 assets only |
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
|
$
|
357
|
|
|
$
|
336
|
|
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
||
Actual return on plan assets:
|
|
|
|
|
||||
Realized gain/(loss)
|
|
2
|
|
|
(2
|
)
|
||
Net unrealized (loss)/gain
|
|
(16
|
)
|
|
29
|
|
||
Purchases, sales, issuances and settlements:
|
|
|
|
|
||||
Purchases
|
|
—
|
|
|
1
|
|
||
Sales
|
|
(3
|
)
|
|
(7
|
)
|
||
Balance at end of period
|
|
$
|
340
|
|
|
$
|
357
|
|
|
|
Fair Value Measurements at December 31, 2017 (in millions)
|
||||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets (Level 1) |
|
Other Significant Observable Inputs (Level 2)
|
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Asset Classes
|
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
|
$
|
54
|
|
|
$
|
54
|
|
|
—
|
|
|
$
|
—
|
|
|
Equity Securities - U.S.
|
|
29
|
|
|
29
|
|
|
—
|
|
|
—
|
|
||||
Corporate Bonds - U.S.
|
|
1,455
|
|
|
—
|
|
|
1,455
|
|
|
—
|
|
||||
Government bonds - U.S.
|
|
323
|
|
|
—
|
|
|
323
|
|
|
—
|
|
||||
Timberlands
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
||||
Private equities
(a)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
All Other
(b)
|
|
39
|
|
|
39
|
|
|
—
|
|
|
—
|
|
||||
Total assets in the fair value hierarchy
|
|
$
|
1,935
|
|
|
$
|
122
|
|
|
$
|
1,778
|
|
|
$
|
35
|
|
Investments measured at net asset value
(c)
|
|
107
|
|
|
|
|
|
|
|
|||||||
Investments at fair value
|
|
$
|
2,042
|
|
|
|
|
|
|
|
|
|
Net Asset Value at December 31, 2017
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||||
Private Equity Funds
(a)
|
|
$
|
62
|
|
|
$
|
15
|
|
|
Not redeemable
|
|
N/A
|
Real Estate Funds
(a)
|
|
33
|
|
|
15
|
|
|
**
|
|
N/A
|
||
Interest in Investment Partnerships
(b)
|
|
12
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
||
Investments measured at net asset value
|
|
$
|
107
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2016 (in millions)
|
|||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets (Level 1) |
|
Other Significant Observable Inputs (Level 2)
|
|
Significant
Unobservable Inputs (Level 3) |
|||||||
Asset Classes
|
|
|
|
|
|
|
|
|
|||||||
Short-term investments
|
|
$
|
24
|
|
|
$
|
24
|
|
|
—
|
|
|
$
|
—
|
|
Equity Securities - U.S.
|
|
21
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|||
Corporate Bonds - U.S.
|
|
1,369
|
|
|
—
|
|
|
1,369
|
|
|
—
|
|
|||
Government bonds - U.S.
|
|
173
|
|
|
—
|
|
|
173
|
|
|
—
|
|
|||
Agency Mortgages
|
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|||
Timberlands
|
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|||
Private equities
(a)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
All Other
(b)
|
|
18
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|||
Total assets in the fair value hierarchy
|
|
$
|
1,656
|
|
|
$
|
63
|
|
|
1,555
|
|
|
$
|
38
|
|
Investments measured at net asset value
(c)
|
|
328
|
|
|
|
|
|
|
|
||||||
Investments at fair value
|
|
$
|
1,984
|
|
|
|
|
|
|
|
|
|
Net Asset Value at December 31, 2016
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||||
Private Equity Funds
(a)
|
|
$
|
66
|
|
|
$
|
22
|
|
|
Not redeemable
|
|
N/A
|
Real Estate Funds
(a)
|
|
41
|
|
|
21
|
|
|
**
|
|
N/A
|
||
Interest in Internally Managed Partnership - Equity
(b)
|
|
162
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
||
Interest in Investment Partnerships
(c)
|
|
59
|
|
|
N/A
|
|
|
N/A
|
|
N/A
|
||
Investments measured at net asset value
|
|
$
|
328
|
|
|
|
|
|
|
|
Equity Securities – U.S.
|
$
|
160
|
|
Withdrawal
(1)
|
(15
|
)
|
|
Other
(2)
|
17
|
|
|
Total
|
$
|
162
|
|
|
|
Level 3 assets only |
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
|
$
|
38
|
|
|
$
|
41
|
|
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
||
Actual return on plan assets:
|
|
|
|
|
||||
Net unrealized loss
|
|
(2
|
)
|
|
(2
|
)
|
||
Purchases, sales, issuances and settlements:
|
|
|
|
|
||||
Sales
|
|
(1
|
)
|
|
(1
|
)
|
||
Balance at end of period
|
|
$
|
35
|
|
|
$
|
38
|
|
|
|
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
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
|||||||||||
Steelworkers Pension Trust
|
|
23-6648508/499
|
|
Green
|
|
Green
|
|
No
|
|
$
|
59
|
|
|
$
|
63
|
|
|
$
|
66
|
|
|
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 |
||||
2018
|
|
$
|
523
|
|
|
$
|
177
|
|
2019
|
|
482
|
|
|
183
|
|
||
2020
|
|
471
|
|
|
188
|
|
||
2021
|
|
455
|
|
|
189
|
|
||
2022
|
|
442
|
|
|
189
|
|
||
Years 2023 - 2027
|
|
2,039
|
|
|
860
|
|
|
|
December 31,
|
|
||||||
(In millions)
|
|
2017
|
|
2016
|
|
||||
Balance at beginning of year
|
|
$
|
79
|
|
|
$
|
89
|
|
|
Additional obligations incurred
|
|
—
|
|
|
2
|
|
|
||
Obligations settled
|
|
(8
|
)
|
|
(15
|
)
|
|
||
Change in estimate of obligations
|
|
(6
|
)
|
|
—
|
|
|
||
Foreign currency translation effects
|
|
2
|
|
|
—
|
|
|
||
Accretion expense
|
|
2
|
|
|
3
|
|
|
||
Balance at end of period
|
|
$
|
69
|
|
|
$
|
79
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
(In millions)
|
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(a)
|
|
$
|
2,851
|
|
|
$
|
2,678
|
|
|
$
|
3,139
|
|
|
$
|
3,002
|
|
(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
|
|
(111
|
)
|
|
(38
|
)
|
|
20
|
|
|
(129
|
)
|
||||
Amounts reclassified from AOCI
|
|
(181
|
)
|
(b)
|
—
|
|
|
(18
|
)
|
|
(199
|
)
|
||||
Net current-period other comprehensive (loss) income
|
|
(292
|
)
|
|
(38
|
)
|
|
2
|
|
|
(328
|
)
|
||||
Balance at December 31, 2016
|
|
$
|
(1,771
|
)
|
|
$
|
274
|
|
|
$
|
—
|
|
|
$
|
(1,497
|
)
|
Other comprehensive income before reclassifications
|
|
640
|
|
|
189
|
|
|
5
|
|
|
834
|
|
||||
Amounts reclassified from AOCI
|
|
(187
|
)
|
(b)
|
—
|
|
|
(4
|
)
|
|
(191
|
)
|
||||
Sale of ownership interest in Tilden Mining Company L.C.
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
Net current-period other comprehensive income
|
|
462
|
|
|
189
|
|
|
1
|
|
|
652
|
|
||||
Balance at December 31, 2017
|
|
$
|
(1,309
|
)
|
|
$
|
463
|
|
|
$
|
1
|
|
|
$
|
(845
|
)
|
|
|
|
|
Amount reclassified
from AOCI |
||||||||||
(In millions)
(a)
|
|
Details about AOCI components
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
Amortization of pension and other benefit items
|
|
|
|
|
|
|
||||||
|
|
Prior service costs
(b)
|
|
$
|
(29
|
)
|
|
$
|
(37
|
)
|
|
$
|
(11
|
)
|
|
|
Actuarial losses
(b)
|
|
(151
|
)
|
|
(132
|
)
|
|
(265
|
)
|
|||
|
|
Settlements, termination and curtailment losses
(b)
|
|
(7
|
)
|
|
(12
|
)
|
|
—
|
|
|||
|
|
Total before tax
|
|
(187
|
)
|
|
(181
|
)
|
|
(276
|
)
|
|||
|
|
Tax benefit
|
|
—
|
|
|
—
|
|
|
99
|
|
|||
|
|
Net of tax
(c)
|
|
$
|
(187
|
)
|
|
$
|
(181
|
)
|
|
$
|
(177
|
)
|
(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)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash used in operating activities included:
|
|
|
|
|
|
|
||||||
Interest and other financial costs paid (net of amount capitalized)
|
|
$
|
(242
|
)
|
|
$
|
(193
|
)
|
|
$
|
(229
|
)
|
Income taxes paid
|
|
$
|
(40
|
)
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Change in accrued capital expenditures
|
|
$
|
208
|
|
|
$
|
(110
|
)
|
|
$
|
59
|
|
U. S. Steel common stock issued for employee stock plans
|
|
$
|
49
|
|
|
$
|
32
|
|
|
$
|
18
|
|
U. S. Steel common stock issued for defined benefit pension plans
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
—
|
|
(In millions)
|
|
Capital
Leases |
|
Operating
Leases |
||||
2018
|
|
$
|
5
|
|
|
$
|
67
|
|
2019
|
|
5
|
|
|
48
|
|
||
2020
|
|
5
|
|
|
35
|
|
||
2021
|
|
5
|
|
|
28
|
|
||
2022
|
|
12
|
|
|
22
|
|
||
Later years
|
|
—
|
|
|
71
|
|
||
Sublease rentals
|
|
—
|
|
|
—
|
|
||
Total minimum lease payments
|
|
$
|
32
|
|
|
$
|
271
|
|
Less imputed interest costs
|
|
7
|
|
|
|
|||
Present value of net minimum lease payments included in long-term debt (see Note 16)
|
|
$
|
25
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Minimum rentals
|
|
$
|
114
|
|
|
$
|
115
|
|
|
$
|
117
|
|
Contingent rentals
|
|
10
|
|
|
8
|
|
|
11
|
|
|||
Sublease rentals
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net rental expense
|
|
$
|
124
|
|
|
$
|
123
|
|
|
$
|
128
|
|
(in millions)
|
|
Employee Related Costs
|
|
Exit Costs
|
|
Non-cash Charges
|
|
Total
|
||||||||
Balance at December 31, 2015
|
|
$
|
48
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
155
|
|
|
|
|
|
|
|
|
|
|
||||||||
Additional charges
|
|
24
|
|
|
—
|
|
|
124
|
|
(a)
|
148
|
|
||||
Cash payments/utilization
|
|
(40
|
)
|
|
(39
|
)
|
|
(124
|
)
|
|
(203
|
)
|
||||
Other adjustments and reclasses
|
|
(18
|
)
|
|
(8
|
)
|
|
—
|
|
|
(26
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2016
|
|
$
|
14
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
74
|
|
|
|
|
|
|
|
|
|
|
||||||||
Additional charges
|
|
2
|
|
|
—
|
|
|
35
|
|
(b)
|
37
|
|
||||
Cash payments/utilization
|
|
(8
|
)
|
|
(24
|
)
|
|
(35
|
)
|
|
(67
|
)
|
||||
Other adjustments and reclasses
|
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|
(6
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2017
|
|
$
|
4
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
38
|
|
(in millions)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Accounts payable
|
|
$
|
26
|
|
|
$
|
50
|
|
Payroll and benefits payable
|
|
4
|
|
|
11
|
|
||
Employee benefits
|
|
—
|
|
|
1
|
|
||
Deferred credits and other noncurrent liabilities
|
|
8
|
|
|
12
|
|
||
Total
|
|
$
|
38
|
|
|
$
|
74
|
|
Period ended
|
|
Opening
Number of Claims |
|
Claims
Dismissed, Settled and Resolved |
|
New
Claims |
|
Closing
Number of Claims |
December 31, 2015
|
|
3,455
|
|
415
|
|
275
|
|
3,315
|
December 31, 2016
|
|
3,315
|
|
225
|
|
250
|
|
3,340
|
December 31, 2017
|
|
3,340
|
|
275
|
|
250
|
|
3,315
|
|
|
Year Ended December 31,
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Beginning of period
|
|
$
|
179
|
|
|
$
|
197
|
|
Accruals for environmental remediation deemed probable and reasonably estimable
|
|
8
|
|
|
1
|
|
||
Adjustments for changes in estimates
|
|
—
|
|
|
(7
|
)
|
||
Obligations settled
|
|
(8
|
)
|
|
(12
|
)
|
||
End of period
|
|
$
|
179
|
|
|
$
|
179
|
|
(In millions)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Accounts payable
|
|
$
|
29
|
|
|
$
|
19
|
|
Deferred credits and other noncurrent liabilities
|
|
150
|
|
|
160
|
|
||
Total
|
|
$
|
179
|
|
|
$
|
179
|
|
(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
six
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, Cherryvale Zinc and the former steelmaking plant at Joliet, Illinois. As of
December 31, 2017
, 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
$30 million
to
$50 million
.
|
(2)
|
Significant Projects with Defined Scope
– Projects with significant accrued liabilities with a defined scope. As of
December 31, 2017
, there are
three
significant projects with defined scope greater than or equal to
$5 million
each, with a total accrued liability of
$135 million
. These projects are: Gary Resource Conservation and Recovery Act (RCRA) (accrued liability of
$25 million
), the former Geneva facility (accrued liability of
$63 million
), and the former Duluth facility St. Louis River Estuary (accrued liability of
$47 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
two
other environmental remediation projects which each had an accrued liability of between
$1 million
and
$5 million
. The total accrued liability for these projects at
December 31, 2017
was
$4 million
. These projects have progressed through a significant portion of the design phase and material additional costs are not expected.
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Later years
|
|
Total
|
$617
|
|
$419
|
|
$313
|
|
$307
|
|
$295
|
|
$1,259
|
|
$3,210
|
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
(In millions, except per share data)
|
|
4th Qtr.
|
|
3rd Qtr.
|
|
2nd Qtr.
|
|
1st Qtr.
|
|
4th Qtr.
|
|
3rd Qtr.
|
|
2nd Qtr.
|
|
1st Qtr.
|
||||||||||||||||
Net sales
|
|
$
|
3,133
|
|
|
$
|
3,248
|
|
|
$
|
3,144
|
|
|
$
|
2,725
|
|
|
$
|
2,650
|
|
|
$
|
2,686
|
|
|
$
|
2,584
|
|
|
$
|
2,341
|
|
Segment earnings (loss) before interest and income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Flat-rolled
|
|
92
|
|
|
160
|
|
|
218
|
|
|
(90
|
)
|
|
65
|
|
|
114
|
|
|
6
|
|
|
(188
|
)
|
||||||||
USSE
|
|
112
|
|
|
73
|
|
|
55
|
|
|
87
|
|
|
63
|
|
|
81
|
|
|
55
|
|
|
(14
|
)
|
||||||||
Tubular
|
|
(6
|
)
|
|
(7
|
)
|
|
(29
|
)
|
|
(57
|
)
|
|
(87
|
)
|
|
(75
|
)
|
|
(78
|
)
|
|
(64
|
)
|
||||||||
Total reportable segments
|
|
$
|
198
|
|
|
$
|
226
|
|
|
$
|
244
|
|
|
$
|
(60
|
)
|
|
$
|
41
|
|
|
$
|
120
|
|
|
$
|
(17
|
)
|
|
$
|
(266
|
)
|
Other Businesses
|
|
10
|
|
|
12
|
|
|
9
|
|
|
13
|
|
|
21
|
|
|
18
|
|
|
10
|
|
|
14
|
|
||||||||
Items not allocated to segments
|
|
(60
|
)
|
|
7
|
|
|
60
|
|
|
(51
|
)
|
|
(126
|
)
|
|
(6
|
)
|
|
35
|
|
|
(9
|
)
|
||||||||
Total earnings (loss) before interest and income taxes
|
|
$
|
148
|
|
|
$
|
245
|
|
|
$
|
313
|
|
|
$
|
(98
|
)
|
|
$
|
(64
|
)
|
|
$
|
132
|
|
|
$
|
28
|
|
|
$
|
(261
|
)
|
Net earnings (loss)
|
|
159
|
|
|
147
|
|
|
261
|
|
|
(180
|
)
|
|
(105
|
)
|
|
51
|
|
|
(46
|
)
|
|
(340
|
)
|
||||||||
Net earnings (loss) attributable to United States Steel Corporation
|
|
$
|
159
|
|
|
$
|
147
|
|
|
$
|
261
|
|
|
$
|
(180
|
)
|
|
$
|
(105
|
)
|
|
$
|
51
|
|
|
$
|
(46
|
)
|
|
$
|
(340
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gross profit (loss)
|
|
$
|
384
|
|
|
$
|
419
|
|
|
$
|
419
|
|
|
$
|
164
|
|
|
$
|
220
|
|
|
$
|
326
|
|
|
$
|
187
|
|
|
$
|
(95
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stock data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net earnings (loss) per share attributable to United States Steel Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
- Basic
|
|
$
|
0.91
|
|
|
$
|
0.84
|
|
|
$
|
1.49
|
|
|
$
|
(1.03
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
0.32
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.32
|
)
|
- Diluted
|
|
$
|
0.90
|
|
|
$
|
0.83
|
|
|
$
|
1.48
|
|
|
$
|
(1.03
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
0.32
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.32
|
)
|
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
|
|
$
|
24.93
|
|
|
$
|
21.37
|
|
|
$
|
19.09
|
|
|
$
|
31.09
|
|
|
$
|
16.17
|
|
|
$
|
15.72
|
|
|
$
|
12.77
|
|
|
$
|
6.15
|
|
- High
|
|
$
|
35.74
|
|
|
$
|
27.63
|
|
|
$
|
34.50
|
|
|
$
|
41.31
|
|
|
$
|
39.14
|
|
|
$
|
27.64
|
|
|
$
|
20.55
|
|
|
$
|
17.04
|
|
|
|
Proven and Probable Reserves
As of December 31, 2017 |
|
Production
|
||||||||||||||
(Millions of short tons)
|
|
Owned
|
|
Leased
|
|
Total
|
|
2017
|
|
2016
|
|
2015
|
||||||
Iron ore pellets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Minntac Mine and Pellet Plant
|
|
104
|
|
|
376
|
|
|
480
|
|
|
16.0
|
|
|
15.0
|
|
|
13.6
|
|
Keetac Mine and Pellet Plant
|
|
19
|
|
|
361
|
|
|
380
|
|
|
5.1
|
|
|
—
|
|
|
1.9
|
|
Tilden Mining Company, L.C.
(1)( 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
1.3
|
|
|
0.6
|
|
Hibbing Taconite Company
(1)
|
|
—
|
|
|
8
|
|
|
8
|
|
|
1.3
|
|
|
1.3
|
|
|
1.3
|
|
Total
|
|
123
|
|
|
745
|
|
|
868
|
|
|
23.2
|
|
|
17.6
|
|
|
17.4
|
|
(1)
|
Represents U. S. Steel’s proportionate share of proven and probable reserves and production as these investments are unconsolidated equity affiliates.
|
(2)
|
On September 29, 2017, a subsidiary of U. S. Steel completed the sale of its 15% ownership interest in Tilden Mining Company L.C.
|
(Thousands of tons, unless otherwise noted)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Raw Steel Production
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gary, IN
|
|
5,755
|
|
|
5,608
|
|
|
5,172
|
|
|
5,936
|
|
|
6,396
|
|
|||||
Great Lakes, MI
|
|
2,592
|
|
|
2,543
|
|
|
2,257
|
|
|
2,442
|
|
|
2,883
|
|
|||||
Mon Valley, PA
|
|
2,473
|
|
|
2,555
|
|
|
2,266
|
|
|
2,563
|
|
|
2,918
|
|
|||||
Granite City, IL
|
|
—
|
|
|
—
|
|
|
1,162
|
|
|
2,285
|
|
|
2,538
|
|
|||||
Fairfield, AL
(a)
|
|
—
|
|
|
—
|
|
|
480
|
|
|
1,992
|
|
|
1,943
|
|
|||||
Lake Erie, Ontario, Canada
(a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,744
|
|
|
1,189
|
|
|||||
Total Flat-Rolled facilities
|
|
10,820
|
|
|
10,706
|
|
|
11,337
|
|
|
16,962
|
|
|
17,867
|
|
|||||
U. S. Steel Košice
|
|
5,091
|
|
|
4,967
|
|
|
4,669
|
|
|
4,788
|
|
|
4,598
|
|
|||||
Total
|
|
15,911
|
|
|
15,673
|
|
|
16,006
|
|
|
21,750
|
|
|
22,465
|
|
|||||
Raw Steel Capability
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
17,000
|
|
|
17,000
|
|
|
17,000
|
|
|
19,400
|
|
|
24,300
|
|
|||||
USSE
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|||||
Total
|
|
22,000
|
|
|
22,000
|
|
|
22,000
|
|
|
24,400
|
|
|
29,300
|
|
|||||
Production as % of total capability:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
|
|
64
|
%
|
|
63
|
%
|
|
60
|
%
|
|
80
|
%
|
|
74
|
%
|
|||||
USSE
|
|
102
|
%
|
|
99
|
%
|
|
93
|
%
|
|
96
|
%
|
|
92
|
%
|
|||||
Coke Production
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
3,416
|
|
|
2,961
|
|
|
3,957
|
|
|
5,406
|
|
|
6,494
|
|
|||||
USSE
|
|
1,497
|
|
|
1,545
|
|
|
1,600
|
|
|
1,539
|
|
|
1,508
|
|
|||||
Total
|
|
4,913
|
|
|
4,506
|
|
|
5,557
|
|
|
6,945
|
|
|
8,002
|
|
|||||
Iron Ore Pellet Production
(b)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
23,246
|
|
|
17,635
|
|
|
17,422
|
|
|
24,959
|
|
|
24,151
|
|
|||||
Steel Shipments by Segment
(c)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
9,887
|
|
|
10,094
|
|
|
10,595
|
|
|
13,908
|
|
|
14,644
|
|
|||||
USSE
|
|
4,585
|
|
|
4,496
|
|
|
4,357
|
|
|
4,179
|
|
|
4,000
|
|
|||||
Tubular
|
|
688
|
|
|
400
|
|
|
593
|
|
|
1,744
|
|
|
1,757
|
|
|||||
Total steel shipments
|
|
15,160
|
|
|
14,990
|
|
|
15,545
|
|
|
19,831
|
|
|
20,401
|
|
|||||
Average Realized Price (dollars per net ton)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
|
|
$
|
726
|
|
|
$
|
666
|
|
|
$
|
695
|
|
|
$
|
772
|
|
|
$
|
735
|
|
USSE
|
|
$
|
622
|
|
|
$
|
483
|
|
|
$
|
516
|
|
|
$
|
667
|
|
|
$
|
706
|
|
Tubular
|
|
$
|
1,253
|
|
|
$
|
1,071
|
|
|
$
|
1,464
|
|
|
$
|
1,538
|
|
|
$
|
1,530
|
|
(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. In 2015, coke operations at Gary Works and Granite City Works were permanently shutdown.
|
(b)
|
Includes our share of production from Hibbing and Tilden.
|
(c)
|
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)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
Steel Shipments by Market - North American Facilities
(a) (b)
|
|
|
|
|
|
|
|
|
|
|
|||||
Steel service centers
|
|
1,587
|
|
|
1,765
|
|
|
1,702
|
|
|
2,578
|
|
|
2,721
|
|
Further conversion:
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade customers
|
|
2,951
|
|
|
2,650
|
|
|
3,039
|
|
|
4,013
|
|
|
4,409
|
|
Joint ventures
|
|
1,513
|
|
|
1,423
|
|
|
1,254
|
|
|
1,519
|
|
|
1,664
|
|
Transportation (including automotive)
|
|
1,453
|
|
|
1,725
|
|
|
2,011
|
|
|
2,445
|
|
|
2,480
|
|
Construction and construction products
|
|
706
|
|
|
765
|
|
|
704
|
|
|
897
|
|
|
905
|
|
Containers
|
|
597
|
|
|
600
|
|
|
692
|
|
|
1,287
|
|
|
1,259
|
|
Appliances & electrical equipment
|
|
406
|
|
|
420
|
|
|
429
|
|
|
616
|
|
|
666
|
|
Oil, gas and petrochemicals
|
|
631
|
|
|
340
|
|
|
513
|
|
|
1,545
|
|
|
1,540
|
|
Export from the United States
|
|
468
|
|
|
456
|
|
|
259
|
|
|
340
|
|
|
450
|
|
All other
|
|
263
|
|
|
350
|
|
|
585
|
|
|
412
|
|
|
307
|
|
Total
|
|
10,575
|
|
|
10,494
|
|
|
11,188
|
|
|
15,652
|
|
|
16,401
|
|
Steel Shipments by Market - USSE
|
|
|
|
|
|
|
|
|
|
|
|||||
Steel service centers
|
|
761
|
|
|
801
|
|
|
718
|
|
|
682
|
|
|
560
|
|
Further conversion:
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade customers
|
|
284
|
|
|
274
|
|
|
304
|
|
|
299
|
|
|
286
|
|
Transportation (including automotive)
|
|
708
|
|
|
660
|
|
|
705
|
|
|
674
|
|
|
709
|
|
Construction and construction products
|
|
1,831
|
|
|
1,811
|
|
|
1,703
|
|
|
1,584
|
|
|
1,501
|
|
Containers
|
|
438
|
|
|
436
|
|
|
424
|
|
|
403
|
|
|
393
|
|
Appliances & electrical equipment
|
|
247
|
|
|
236
|
|
|
236
|
|
|
267
|
|
|
275
|
|
Oil, gas and petrochemicals
|
|
10
|
|
|
4
|
|
|
—
|
|
|
3
|
|
|
15
|
|
All other
|
|
306
|
|
|
274
|
|
|
267
|
|
|
267
|
|
|
261
|
|
Total
|
|
4,585
|
|
|
4,496
|
|
|
4,357
|
|
|
4,179
|
|
|
4,000
|
|
(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)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Net sales by segment:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
$
|
8,491
|
|
|
$
|
7,532
|
|
|
$
|
8,561
|
|
|
$
|
12,895
|
|
|
$
|
12,830
|
|
USSE
|
|
2,974
|
|
|
2,246
|
|
|
2,326
|
|
|
2,936
|
|
|
2,944
|
|
|||||
Tubular
|
|
945
|
|
|
451
|
|
|
898
|
|
|
2,774
|
|
|
2,777
|
|
|||||
Total reportable segments
|
|
$
|
12,410
|
|
|
$
|
10,229
|
|
|
$
|
11,785
|
|
|
$
|
18,605
|
|
|
$
|
18,551
|
|
Other Businesses
|
|
179
|
|
|
169
|
|
|
165
|
|
|
269
|
|
|
273
|
|
|||||
Intersegment sales
|
|
(339
|
)
|
|
(137
|
)
|
|
(376
|
)
|
|
(1,367
|
)
|
|
(1,400
|
)
|
|||||
Total
|
|
$
|
12,250
|
|
|
$
|
10,261
|
|
|
$
|
11,574
|
|
|
$
|
17,507
|
|
|
$
|
17,424
|
|
Segment earnings (loss) before interest and income taxes:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
$
|
380
|
|
|
$
|
(3
|
)
|
|
$
|
(237
|
)
|
|
$
|
709
|
|
|
$
|
105
|
|
USSE
|
|
327
|
|
|
185
|
|
|
81
|
|
|
133
|
|
|
28
|
|
|||||
Tubular
|
|
(99
|
)
|
|
(304
|
)
|
|
(179
|
)
|
|
261
|
|
|
190
|
|
|||||
Total reportable segments
|
|
$
|
608
|
|
|
$
|
(122
|
)
|
|
$
|
(335
|
)
|
|
$
|
1,103
|
|
|
$
|
323
|
|
Other Businesses
|
|
44
|
|
|
63
|
|
|
33
|
|
|
82
|
|
|
77
|
|
|||||
Items not allocated to segments
(b)
|
|
(44
|
)
|
|
(106
|
)
|
|
(900
|
)
|
|
(772
|
)
|
|
(2,300
|
)
|
|||||
Total earnings (loss) before interest and income taxes
|
|
$
|
608
|
|
|
$
|
(165
|
)
|
|
$
|
(1,202
|
)
|
|
$
|
413
|
|
|
$
|
(1,900
|
)
|
Net interest and other financial costs
|
|
307
|
|
|
251
|
|
|
257
|
|
|
243
|
|
|
332
|
|
|||||
Income tax (benefit) provision
|
|
(86
|
)
|
|
24
|
|
|
183
|
|
|
68
|
|
|
(587
|
)
|
|||||
Net earnings (loss) attributable to United States Steel Corporation
|
|
$
|
387
|
|
|
$
|
(440
|
)
|
|
$
|
(1,642
|
)
|
|
$
|
102
|
|
|
$
|
(1,645
|
)
|
Per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
- Basic
|
|
$
|
2.21
|
|
|
$
|
(2.81
|
)
|
|
$
|
(11.24
|
)
|
|
$
|
0.71
|
|
|
$
|
(11.37
|
)
|
- Diluted
|
|
$
|
2.19
|
|
|
$
|
(2.81
|
)
|
|
$
|
(11.24
|
)
|
|
$
|
0.69
|
|
|
$
|
(11.37
|
)
|
(a)
|
Excludes the results of USSC beginning September 16, 2014 as a result of the CCAA filing.
|
(b)
|
See Note 4 to the Consolidated Financial Statements.
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
||||||||||
Balance Sheet Position at Year-End (dollars in millions)
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
$
|
4,755
|
|
|
$
|
4,356
|
|
|
$
|
3,917
|
|
|
$
|
5,829
|
|
|
$
|
5,502
|
|
|
Net property, plant & equipment
|
|
4,280
|
|
|
3,979
|
|
|
4,411
|
|
|
4,574
|
|
|
5,922
|
|
|
|||||
Total assets
|
|
9,862
|
|
|
9,160
|
|
|
9,167
|
|
(b)
|
11,975
|
|
(b)(c)
|
12,679
|
|
(b)(c)
|
|||||
Short-term debt and current maturities of long-term debt
|
|
3
|
|
|
50
|
|
|
45
|
|
|
378
|
|
|
323
|
|
|
|||||
Other current liabilities
|
|
2,718
|
|
|
2,281
|
|
|
2,103
|
|
|
3,191
|
|
|
2,922
|
|
|
|||||
Long-term debt
|
|
2,700
|
|
|
2,981
|
|
|
3,093
|
|
(b)
|
3,082
|
|
(b)
|
3,569
|
|
(b)
|
|||||
Employee benefits
|
|
759
|
|
|
1,216
|
|
|
1,101
|
|
|
1,117
|
|
|
2,064
|
|
|
|||||
Total United States Steel Corporation stockholders’ equity
|
|
3,320
|
|
|
2,274
|
|
|
2,436
|
|
|
3,799
|
|
|
3,375
|
|
|
|||||
Cash Flow Data (dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
(a) (d)
|
|
$
|
802
|
|
|
$
|
731
|
|
(e)
|
$
|
360
|
|
(e)
|
$
|
1,558
|
|
(e)
|
$
|
408
|
|
(e)
|
Capital expenditures
(a) (d)
|
|
505
|
|
|
306
|
|
|
500
|
|
|
480
|
|
|
468
|
|
|
|||||
Dividends paid
|
|
35
|
|
|
31
|
|
|
29
|
|
|
29
|
|
|
29
|
|
|
|||||
Employee Data
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total employment costs (dollars in millions)
(a)
|
|
$
|
2,477
|
|
|
$
|
2,342
|
|
|
$
|
2,780
|
|
|
$
|
3,408
|
|
|
$
|
3,611
|
|
|
Average North America employment costs (dollars per hour)
(a)
|
|
$
|
62.32
|
|
|
$
|
61.75
|
|
|
$
|
65.64
|
|
|
$
|
57.55
|
|
|
$
|
55.06
|
|
|
Average number of North America employees
(a)
|
|
15,326
|
|
|
15,048
|
|
|
19,391
|
|
|
22,408
|
|
|
25,621
|
|
|
|||||
Average number of USSE employees
|
|
11,948
|
|
|
11,927
|
|
|
12,052
|
|
|
12,272
|
|
|
12,470
|
|
|
|||||
Number of pensioners at year-end
|
|
45,837
|
|
|
47,765
|
|
|
49,802
|
|
|
52,483
|
|
|
68,221
|
|
|
|||||
Stockholder Data at Year-End
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common shares outstanding, net of treasury shares (millions)
|
|
175.2
|
|
|
173.8
|
|
|
146.3
|
|
|
145.7
|
|
|
144.7
|
|
|
|||||
Registered shareholders (thousands)
|
|
13.8
|
|
|
14.8
|
|
|
15.4
|
|
|
16.1
|
|
|
16.8
|
|
|
|||||
Market price of common stock
|
|
$
|
35.19
|
|
|
$
|
33.01
|
|
|
$
|
7.98
|
|
|
$
|
26.74
|
|
|
$
|
29.50
|
|
|
(a)
|
Excludes the results of USSC beginning September 16, 2014 as a result of the CCAA filing.
|
(b)
|
2015, 2014 and 2013 amounts have been adjusted to retroactively adopt Accounting Standards Update 2015-03,
Interest-Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs
, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability.
|
(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.
|
(d)
|
2014 and 2013 amounts have been revised to correct a prior period error that resulted in an increase in capital expenditures of $61 million, and a decrease in capital expenditures of $9 million, respectively, with an offsetting change to net cash provided by operating activities.
|
(e)
|
2016, 2015, 2014 and 2013 amounts have been adjusted to retroactively adopt Accounting Standards Update 2016-09,
Compensation - Stock Compensation
, which requires that cash taxes paid by the Company when directly withholding shares for tax withholding purposes be classified as a cash flow from financing activity.
|
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)
|
|
7,250,994
|
|
$28.92
|
|
12,579,984
(b)
|
Equity compensation plans not approved by security holders
(c)
|
|
5,055
|
|
(one for one)
|
|
—
|
Total
|
|
7,256,049
|
|
—
|
|
12,579,984
|
(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 and the 2016 Omnibus Incentive Compensation Plan as of
December 31, 2017
. (For more information, see Note 14 to the Consolidated Financial Statements. Column (1) includes (i) 418,246 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) 1,031,062 shares that could be issued for the 515,531 performance awards outstanding under the Long-Term Incentive Compensation Program (a program under the 2005 Stock Incentive Plan and the 2016 Omnibus Incentive Compensation 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 1,031,062 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 and 2016 Omnibus Incentive Compensation Plan.
|
(c)
|
At
December 31, 2017
, 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 and 2016 Omnibus 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 under to the 2016 Omnibus Incentive Compensation Plan, a shareholder approved plan.
|
(a)
|
|
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)
|
|
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)
|
|
Incorporated by reference to Exhibit 3.B to United States Steel Corporation’s Form 10-K for the year ended December 31, 2015, Commission File Number 1-16811.
|
|
|
|
|
|
(c)
|
|
Incorporated by reference to Exhibit 3.1 to United States Steel Corporation's Form 8-K filed on November 2, 2016, Commission File Number 1-16811.
|
|
|
|
|
|
(d)
|
|
Incorporated by reference to Exhibit 3.1 to United States Steel Corporation’s Form 10-Q for the quarter ended June 30, 2016, Commission File Number 1-16811.
|
|
|
|
|
|
(e)
|
|
Incorporated by reference to Exhibit 3.1 to United States Steel Corporation's Form 8-K filed on April 28, 2017, Commission File Number 1-16811.
|
(a)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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.
|
|
|
|
|
|
(h)
|
|
Incorporated by reference to Exhibit 4.1 to United States Steel Corporation’s Form 8-K filed on May 10, 2016, Commission File Number 1-16811.
|
|
|
|
|
|
(i)
|
|
Incorporated by reference to Exhibit 4.1 to United States Steel Corporation’s Form 8-K filed on August 4, 2017, Commission File Number 1-16811.
|
(a)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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.
|
|
|
|
|
|
(m)
|
|
|
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)
|
|
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)
|
|
Filed herewith as Exhibit 10.3.
|
|
|
|
|
|
(p)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
|
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)
|
|
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)
|
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on March 3, 2014, Commission File Number 1-16811.
|
|
|
|
|
(w)
|
|
|
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)
|
|
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)
|
|
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)
|
|
Incorporated by reference to Exhibit 10.3 to United States Steel Corporation’s Form 10-Q for the quarter ended March 31, 2011, Commission File Number 1-16811.
|
|
|
|
|
|
(aa)
|
|
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)
|
|
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.
|
|
|
|
|
|
(cc)
|
|
Incorporated by reference to Exhibit 10.4 to United States Steel Corporation’s Form 10-Q for the quarter ended March 31, 2011, Commission File Number 1-16811.
|
|
|
|
|
|
(dd)
|
|
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)
|
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
Incorporated by reference to Exhibit 10(kk) to United States Steel Corporation’s Form 10-K for the year ended December 31, 2015, Commission File Number 1-16811.
|
|
|
|
|
|
(ll)
|
|
Incorporated by reference to Exhibit 10(ll) to United States Steel Corporation’s Form 10-K for the year ended December 31, 2015, Commission File Number 1-16811.
|
|
|
|
|
|
(mm)
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 10-Q for the quarter ended March 31, 2016, Commission File Number 1-16811.
|
|
|
|
|
|
(nn)
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 10-Q for the quarter ended June 30, 2016, Commission File Number 1-16811.
|
|
|
|
|
|
(oo)
|
|
Incorporated by reference to Exhibit 10.2 to United States Steel Corporation’s Form 10-Q for the quarter ended June 30, 2016, Commission File Number 1-16811.
|
|
|
|
|
|
(pp)
|
|
Incorporated by reference to Exhibit 10.3 to United States Steel Corporation’s Form 10-Q for the quarter ended June 30, 2016, Commission File Number 1-16811.
|
|
|
|
|
|
(qq)
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 10-Q for the quarter ended September 30, 2016, Commission File Number 1-16811.
|
|
|
|
|
|
(rr)
|
|
Incorporated by reference to Exhibit 10.2 to United States Steel Corporation’s Form 10-Q for the quarter ended September 30, 2016, Commission File Number 1-16811.
|
|
|
|
|
|
(ss)
|
|
Incorporated by reference to Exhibit 10.3 to United States Steel Corporation’s Form 10-Q for the quarter ended September 30, 2016, Commission File Number 1-16811.
|
|
|
|
|
|
(tt)
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on May 4, 2016, Commission File Number 1-16811.
|
|
|
|
|
|
(uu)
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on May 10, 2016, Commission File Number 1-16811.
|
|
|
|
|
(vv)
|
|
Incorporated by reference to Exhibit 1.1 to United States Steel Corporation’s Form 8-K filed on August 15, 2016, Commission File Number 1-16811.
|
|
|
|
|
|
(ww)
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on August 2, 2017, Commission File Number 1-16811.
|
|
|
|
|
|
(xx)
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 10-Q filed on November 1, 2017, Commission File Number 1-16811.
|
|
|
|
|
|
(yy)
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on May 10, 2017, Commission File Number 1-16811.
|
|
|
|
|
|
(zz)
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 10-Q filed on April 26, 2017, Commission File Number 1-16811.
|
|
|
10.1.
|
|
|
|
10.2.
|
|
|
|
12.1.
|
|
|
|
21.
|
|
|
|
23.
|
|
|
|
24.
|
|
|
|
31.1.
|
|
|
|
31.2.
|
|
|
|
32.1.
|
|
|
|
32.2.
|
|
|
|
95.
|
|
|
|
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, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reserves deducted in the balance sheet from the assets to which they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
|
$
|
25
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
28
|
|
Allowance for related party doubtful accounts
|
|
265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
265
|
|
|
—
|
|
||||||
Investments and long-term receivables reserve
|
|
10
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||
Long-term receivables from related parties reserve
|
|
1,627
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,627
|
|
|
—
|
|
||||||
Deferred tax valuation allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domestic
|
|
1,109
|
|
|
42
|
|
|
—
|
|
|
373
|
|
|
174
|
|
|
604
|
|
||||||
Foreign
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Year ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reserves deducted in the balance sheet from the assets to which they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
25
|
|
Allowance for related party doubtful accounts
|
|
254
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
265
|
|
||||||
Investments and long-term receivables reserve
|
|
7
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
Long-term receivables from related parties reserve
|
|
1,446
|
|
|
—
|
|
|
181
|
|
|
—
|
|
|
—
|
|
|
1,627
|
|
||||||
Deferred tax valuation allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domestic
|
|
804
|
|
|
174
|
|
|
131
|
|
|
—
|
|
|
—
|
|
|
1,109
|
|
||||||
Foreign
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
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
|
|
By:
|
|
/s/ Colleen M. Darragh
|
|
|
Colleen M. Darragh
|
|
|
Vice President & Controller
|
Signature
|
|
Title
|
/s/ David B. Burritt
|
|
President & Chief Executive Officer &
Director |
David B. Burritt
|
|
|
|
|
|
/s/ Kevin P. Bradley
|
|
Executive Vice President &
Chief Financial Officer |
Kevin P. Bradley
|
|
|
|
|
|
/s/ Colleen M. Darragh
|
|
Vice President & Controller
|
Colleen M. Darragh
|
|
|
|
|
|
*
|
|
Director
|
Patricia Diaz Dennis
|
|
|
|
|
|
*
|
|
Director
|
Dan O. Dinges
|
|
|
|
|
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*
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Director
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John G. Drosdick
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*
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Director
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John J. Engel
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*
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Director
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Murry S. Gerber
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*
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Director
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Stephen J. Girsky
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*
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Director
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Paul A. Mascarenas
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*
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Director
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Glenda G. McNeal
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*
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Director
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Eugene B. Sperling
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*
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Director
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Robert J. Stevens
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*
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Director
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David S. Sutherland
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*
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Director
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Patricia A. Tracey
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*
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B
Y
:
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/s/ David B. Burritt
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David B. Burritt
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Attorney-in-Fact
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Acero Prime
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Acero Prime, S.R.L. de CV
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AD
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antidumping
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Apolo
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Apolo Tubulars S.A.
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ARO
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Asset Retirement Obligation
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ASC
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Accounting Standards Codification
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BAT
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Best Available Technique
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CAA
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Clean Air Act
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CAL
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continuous annealing line
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CCAA
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Canada's Companies' Creditors Arrangement Act
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CDC
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Chrome Deposit Corporation
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CERCLA
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Comprehensive Environmental Response, Compensation and Liability Act
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CMS
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Corrective Measure Study
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CO
2
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carbon dioxide
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Commerce
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U.S. Department of Commerce
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CORE
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corrosion-resistant
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CVD
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countervailing duties
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CWA
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Clean Water Act
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DESCO
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Double Eagle Steel Coating Company
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Double G
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Double G Coatings Company LLC
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EAF
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Electric Arc Furnace
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EBITDA
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earnings before interest, taxes, depreciation and amortization
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EC
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European Commission
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Economic Profit
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After tax income from operations in excess of weighted average cost of capital
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EPA
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U.S. Environmental Protection Agency
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ERB
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Environmental Revenue Bond
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ERP
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Enterprise resource planning
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ERW
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electric resistance welded
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ETS
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Emissions Trading System
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EU
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European Union
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Eurofer
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European Confederation of Iron and Steel Industries
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Flat-Rolled
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Flat-Rolled Products segment
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FPC
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Feralloy Processing Company
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Gateway
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Gateway Energy & Coke Company, LLC, a subsidiary of SunCoke Energy
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GHG
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greenhouse gas
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Hibbing
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Hibbing Taconite Company
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HWD
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hazardous waste disposal
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HWT
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hazardous waste treatment
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Keetac
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U. S. Steel’s iron ore operations at Keewatin, Minnesota
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MACT
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Maximum Achievable Control Technology
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Minntac
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U. S. Steel’s iron ore operations at Mt. Iron, Minnesota
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NAAQS
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National Ambient Air Quality Standards
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NESHAP
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National Emission Standards for Hazardous Air Pollutants
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NPDES
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National Pollutant Discharge Elimination System
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O. D.
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outer diameter
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OCTG
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oil country tubular goods
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OSHA
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Occupational Safety and Health Administration
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PRO-TEC
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PRO-TEC Coating Company, U. S. Steel and Kobe Steel Ltd. joint venture
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PRP
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potentially responsible party
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RCRA
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Resource Conservation and Recovery Act
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REACH
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Registration, Evaluation, Authorization and Restriction of Chemicals, Regulation 1907/2006
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RFI
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RCRA Facility Investigation
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SEC
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Securities and Exchange Commission
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SIP
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State Implementation Plan
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SPT
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Steelworkers Pension Trust
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SWMU
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Solid Waste Management Units
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Tilden
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Tilden Mining Company, L.C.
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tons
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net tons
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Tubular
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Tubular Products segment
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U.S. GAAP
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accounting standards generally accepted in the United States
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UPI
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USS-POSCO Industries, U. S. Steel and POSCO joint venture
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USITC
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U.S. International Trade Commission
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USSC
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U. S. Steel Canada Inc.
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USSE
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U. S. Steel Europe segment
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USSK
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U. S. Steel Košice
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USSTP
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U. S. Steel Tubular Products
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USW
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United Steelworkers
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Worthington
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Worthington Specialty Processing, U. S. Steel and Worthington Industries, Inc. joint venture
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WTO
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World Trade Organization
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1.
|
SEPARATION. Folsom notified the Company, and the Company acknowledges, that Folsom’s employment with the Company will end effective Friday, December 29, 2017 (the “
Termination Date
”) by reason of Folsom’s voluntary resignation. Effective as of the Termination Date, Folsom will have resigned all positions, titles, duties, authorities and responsibilities with, arising out of or relating to, her employment with the Company. Folsom agrees that she will not apply for reemployment or seek in any way to become rehired or reemployed by the Company now or at any time in the future, and she understands and agrees that the Company is in no way obligated to employ or reemploy her now or at any time in the future.
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(i)
|
All of her service, compensation and benefit accruals from the Company and its compensation plans will cease as of the Termination Date;
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(ii)
|
Following the Termination Date, she will have the opportunity to continue coverage under the applicable group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA);
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(iii)
|
She is eligible to receive accrued and vested benefits to the extent provided in accordance with the terms of the following plans:
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(iv)
|
She is eligible to receive payment for (1) all earned but unpaid base salary through her Termination Date, (2) reimbursement of any unreimbursed business expenses in accordance with the Company’s business expense reimbursement policy and (3) accrued and unused vacation time as of the Termination Date (which is understood and agreed to be forty-two (42) days as of November 7, 2017);
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(v)
|
She is not eligible for and will not receive a payment under the Executive Management Annual Incentive Compensation Plan (“
AICP
”) for calendar year 2017; and
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(vi)
|
Except as otherwise set forth in Paragraph 2 below, she is not eligible for and will not receive a distribution under the United States Steel Corporation Supplemental Retirement Account Program;
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(vii)
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She is not eligible for and will not receive any benefits under the Unites States Steel Corporation Supplemental Unemployment Benefit Program for Non-Union Employees or any other severance benefits except as set forth in this Agreement; and
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(viii)
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Except as otherwise set forth in Paragraph 2 below, for purposes of the Long-Term Incentive Compensation Plan, her resignation will not be considered a Retirement or a Termination with Consent (as each such term is defined under such plan), and, therefore, unless she timely executes and delivers this Agreement to the Company and does not timely revoke her signature in accordance with the terms hereof, any vested and unvested Stock Options will be forfeited as of the Termination Date, and any unvested Restricted Stock Units, and any accrued dividend equivalents thereon, and Performance Awards will be forfeited as of the Termination Date.
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2.
|
CONSIDERATION. Folsom acknowledges, understands and agrees that the Company is not obligated to pay her any type of severance payments or benefits. However, subject to and conditioned upon Folsom’s execution and delivery of the General Release attached hereto as Attachment A (the “
General Release
”) no sooner than the day after the Termination Date and otherwise on or before January 3, 2018, and provided that Folsom does not timely revoke her signature thereto, the Company will do the following:
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(i)
|
Although not otherwise required, Folsom’s voluntary resignation will be treated as a Termination With Consent and as a Retirement for purposes of (A) the United States Steel Corporation Supplemental Thrift Plan, (B) the United States Steel Corporation Supplemental Retirement Account Program and/or (C) the Long-Term Incentive Compensation Plan. Consequently, Folsom will receive pro-rata vesting of her various outstanding annually-granted performance awards, restricted stock unit grants and stock option awards made under the foregoing plans and/or programs, calculated in each case as of the Termination Date, and thus receive benefits (most recently valued at One Hundred Forty-Two Thousand, Six Hundred Eighty-Eight Dollars and Forty-Six Cents ($142,668.46)) under the United States Steel Corporation Supplemental Thrift Plan, benefits (most recently valued at Two Hundred Twenty-Four Thousand Seven Hundred Seventy-Four Dollars and Sixty-Three Cents ($224,774.63)) under the United States Steel Corporation Supplemental Retirement Account Program, and benefits (most recently valued at One Million Nine Hundred Seventy Four Thousand Three Hundred Thirty-Four Dollars and No Cents ($1,974,334.00)) under the Long-Term Incentive Compensation Plan. Per the terms of the applicable plan and/or programs, Folsom will have until the earlier of the expiration of the original exercise period and the third anniversary of the Termination Date to exercise any vested stock options.
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(ii)
|
The Company will treat as fully vested Ten Thousand (10,000) unvested Restricted Stock Units previously granted to Folsom under the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan and related Restricted Stock Unit Agreement that otherwise would not be vested as of the Termination Date (most recently valued at Two Hundred Seventy-Six Thousand and Eight Hundred Dollars and No Cents ($276,800.00).
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(iii)
|
The Company will pay Folsom a severance benefit in the total amount of One Million Two Hundred Sixty Thousand Dollars and No Cents ($1,260,000.00), consisting of an amount equal, in the aggregate,
|
(iv)
|
In lieu of reimbursement for executive outplacement services the Company will pay Folsom the total amount of Fifty Thousand Dollars and No Cents ($50,000.00). Such payment will constitute taxable income to Folsom and will be paid in a single lump sum upon the first payroll date following the General Release Effective Date
.
|
(v)
|
With respect to Folsom’s 2017 income tax returns, Folsom will remain eligible to receive the tax preparation services that the Company historically has provided to her at its expense through a third party vendor.
|
(vi)
|
If Folsom elects to continue her healthcare coverage (including family coverage) under the COBRA continuation provisions of the Company’s group health plans, the Company will reimburse her for a period of up to eighteen (18) months for the cost of such coverage. No reimbursement will be made for COBRA continuation coverage after the date that Folsom becomes eligible for group health coverage provided by another employer. The reimbursements will be made as soon as administratively practicable after her request for reimbursement with evidence of payment. The company will treat the reimbursements as taxable income to Folsom to the extent required by applicable law.
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(vii)
|
The payments and benefits referenced above will not be treated as covered compensation under any of the Company’s compensation, retirement, or benefit programs. These payments and benefits will be subject to all applicable tax and other withholdings and deductions. These payments and benefits also are conditioned upon Folsom complying with her obligations under this Agreement, including but not limited to those set forth in Paragraph 8 (Non-Competition). If Folsom materially breaches or threatens any material breach of any such obligations at any time, all such payments and benefits will be forfeited, and Folsom will repay or otherwise return to the Company any amounts or benefits to the extent already paid or provided in accordance with, and without otherwise limiting, the terms of Paragraph 11 (Remedies) below.
|
(viii)
|
Folsom understands, acknowledges and agrees that the Company is not required to provide any of the consideration described above if she does not execute this Agreement, and therefore, it represents valuable consideration which is in addition to anything else of value to which she was already entitled.
|
(ix)
|
Folsom acknowledges, understands and agrees that, except as otherwise set forth in this Agreement, she will not receive, nor is she entitled to receive, any other consideration, payments, incentive payments, reimbursements, bonuses, stock, stock options, equity interests, or other benefits or compensation of any kind. Folsom further acknowledges that, except as otherwise expressly set forth herein, she is forfeiting, for no consideration other than what is paid or otherwise provided under this Agreement, all of her unvested restricted stock, stock options, performance units, and other equity or incentive-based awards.
|
3.
|
RELEASE. In exchange for and in consideration of Folsom’s continued employment with the Company and Folsom’s continued receipt of her base salary and benefits during the Transition Period, Folsom, on behalf of herself and her agents, representatives, attorneys, heirs, executors, administrators, survivors, trustees, beneficiaries, and assigns, of her own free will and in good faith, completely, irrevocably and unconditionally releases and discharges forever the Company and its successors, assigns, divisions, subsidiaries, related or affiliated companies, past and present officers, directors, shareholders, members, employees, representatives and agents (separately and collectively “
Releasees
”) from all causes of action, claims, charges, demands, costs and expenses for damages which she now has, or may have hereafter, whether known or unknown, whether asserted or not, arising out of or on account of her
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4.
|
PROCEEDINGS AND COOPERATION. Folsom presently affirms that she has not filed or caused to be filed, and is not presently a party to, any claim against the Releasees with any local, state, or federal court, or any governmental, administrative, investigative, or other agency or board. Folsom agrees that, aside from any matters excepted herein, she will not file any Released Claims against the Releasees. Furthermore, Folsom also agrees to cooperate with and assist the Company in matters concerning prior
|
5.
|
REPRESENTATIONS. Folsom represents that (i) the Company does not owe her any compensation, wages, vacation, incentive pay, commissions, bonuses, expense reimbursements or other amounts, other than that specifically provided for in this Agreement; (ii) she has been granted all leaves of absences to which she was entitled; (iii) she has reported to the Company any and all work-related injuries that she has suffered or sustained during her employment with the Company up to the Execution Date; (iv) she is not aware of any factual basis that would provide the company with “cause” within the meaning of any Company plan or equity-based award agreement with her; and (v) in connection with any matter involving or concerning any governmental regulatory, or enforcement authority or agency, except as otherwise expressly brought to the attention of the Company’s senior management, she is not aware of any factual or legal basis for any legitimate claim (excluding any Released Claims) that the Company or any of its affiliated entities is in violation of any international, federal, state, or local law, rule or regulation.
|
6.
|
NON-DISPARAGEMENT. Folsom agrees to refrain from making, whether verbally or in writing, any critical, denigrating, disparaging, defamatory or slanderous comments, references or characterizations concerning the Company and/or its former or current officers, directors, employees, independent contractors, agents, products or services. Folsom further agrees that she shall not provide any information, make any statements or take any action that would cause the Company or any of its current or former directors, officers, employees, independent contractors and/or agents embarrassment or humiliation or otherwise cause or contribute to the Company’s being held in disrepute. Folsom understands that nothing in this Agreement is intended to prevent her from making truthful statements in any legal proceeding or as otherwise required by law, subpoena, court or arbitral order, agency or regulatory request, or the like.
|
7.
|
NON-SOLICITATION. Folsom agrees that for one (1) year after the Termination Date, she will not solicit or attempt to solicit any person whom Folsom personally recruited to join the Company to cease or reduce the extent of their relationship with the Company, and otherwise for two (2) years after the Termination Date, she will not solicit or attempt to solicit any person or entity who is a director, officer, employee, independent contractor, representative or agent of the Company to cease or reduce the extent of their relationship with the Company.
|
8.
|
NON-COMPETITION. To the full extent permitted by law, Folsom agrees for a period of twelve (12) months immediately following her resignation, she shall not, unless acting pursuant to the prior written consent of the Company’s Board of Directors, directly or indirectly (a) own, manage, operate, finance, join, control or participate in the ownership, operation, management, financing or control of, or be connected as an officer, director employee, partner, principal, agent, representative, consultant or
|
9.
|
PROTECTION OF COMPANY INFORMATION. Folsom acknowledges that she received and was provided valuable non-public information obtained, possessed or developed by the Company in the ordinary course of its business and that the protection of such “
Confidential Information
” is of vital importance to the Company’s business and interests. All such Confidential Information, whether written or not and whether marked as confidential or not, is presumed to be confidential. Examples of confidential information include, but are not limited to, non-public information concerning the Company’s employees, directors, officers, customers, prices, sales techniques, estimating the pricing systems, internal cost controls, production processes and methods, employment practices, product planning and development programs, possible divestitures and acquisitions, marketing plans, product information, inventions, blueprints and sketches, technical and business concepts, training programs, legal, compliance and regulatory matters, regardless of whether devised, developed, produced, worked on, or invented in whole or in part by herself or others, and whether or not copyrightable, trademarkable, licensable, or reduced to practice. Notwithstanding the foregoing, Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of any disclosure resulting from an act or omission by Folsom or (ii) is provided to Folsom by a third party that was not known to Folsom, acting in good faith, to be bound by a confidentiality agreement or other contractual, legal or fiduciary obligation of confidentiality with respect to such information. Folsom acknowledges and agrees that as an employee of the Company, she has been under a legal obligation to respect and protect such Confidential Information. Folsom agrees that she will not, directly or indirectly, at any time or in any manner whatsoever, use any such Confidential Information for her personal use or advantage, or disclose or make such Confidential Information available to others, regardless of how or when she came into possession of such Confidential Information; provided, however, nothing herein prevents Folsom from disclosing or using such Confidential Information to the extent required by law or pursuant to a subpoena or court or regulatory order. Subject to the provisions of Paragraph 8 (Non-Competition), nothing herein prevents Folsom from using her general knowledge, skill, and experience in gainful employment by a third party after her employment with the Company.
|
10.
|
GOVERNMENT INVESTIGATIONS. Folsom understands that nothing in this Agreement shall be construed to prohibit her from reporting conduct to, providing truthful information to, or participating in any investigation or proceeding conducted by, any federal or state government agency or self-regulatory organization. She expressly waives, however, her right to recovery or relief of any type, including damages or reinstatement, in any administrative or court action or proceeding, whether state or federal, and whether brought by Folsom or on her behalf, related in any way to the matters released herein.
|
11.
|
REMEDIES. Folsom understands the provisions in the above paragraphs are material to this Agreement, and that a material violation of any of them would constitute a breach of this Agreement. In the event of a material breach or a material threatened breach by Folsom of any of the provisions of Paragraphs 6 (Non-Disparagement), 7 (Non-Solicitation), 8 (Non-Competition) or 9 (Protection of Company Information), the Company, in addition and supplementary to other rights and remedies existing it its (or their) favor, shall be entitled to specific performance of each of such Paragraphs, including temporary, preliminary and/or permanent injunctive or other equitable relief from a court of competent jurisdiction in order to stop and/or prevent any violations of the provisions hereof (without posting a bond or other security), and shall also be entitled to require Folsom to account for and pay over to the Company all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any transactions constituting any such breach of the covenants contained herein, and shall also be entitled to cease paying or providing and be entitled to require Folsom to repay any amounts paid or benefits provided pursuant to Paragraph 2 (Consideration) of this Agreement. In addition, in the event of any breach or violation by Folsom of Paragraph 8 (Non-Competition) of this Agreement, the restricted periods set forth therein shall be tolled until such breach or violation has been duly cured.
|
12.
|
ADEA. With specific regard to this Agreement, Folsom understands and acknowledges that:
|
a.
|
This Agreement constitutes an enforceable contract, and by signing this Agreement, she is waiving rights that she may have against the Releasees as of the Execution Date, including claims under the Age
|
b.
|
She understands that she is not releasing any claims that may arise after the Execution Date;
|
c.
|
She is receiving, in exchange for this Agreement, valuable consideration in addition to anything of value to which she is already entitled;
|
d.
|
The Company has advised her to consult with an attorney prior to executing this Agreement;
|
e.
|
She has had a period of
twenty-one
(21) calendar days
from the date she received this Agreement, or so much of such 21-day period as she cared to utilize, to receive, consider and execute and deliver this Agreement;
|
f.
|
She may revoke this Agreement at any time within
seven (7) calendar days
after the Execution Date by delivering a written notice of revocation to the Company’s Deputy General Counsel-Commercial Law (or his designee);
|
g.
|
If she does not execute and deliver this Agreement within the 21-day period referenced in subparagraph (e) above, or if she revokes this Agreement after its execution and delivery within the 7-day period referenced in subparagraph (f) above, she will be ineligible to receive any of the consideration set forth in Paragraph 2 (Consideration) of this Agreement; and
|
h.
|
The Company’s obligation to provide the consideration under this Agreement is contingent upon her execution and delivery of this Agreement and the expiration of the associated revocation period without her having revoked this Agreement.
|
13.
|
NO ADMISSION. Folsom acknowledges that nothing in this Agreement constitutes an admission by the Company of any liability or of any violation of any applicable law or regulation. The Company acknowledges that nothing in this Agreement constitutes an admission by Folsom of any liability or of any violation of any applicable law or regulation.
|
14.
|
MODIFICATIONS. The provisions of this Agreement may not be amended or modified in any way, including by any subsequent agreement, unless specifically approved and agreed to in writing by the Company’s Deputy General Counsel-Commercial Law (or his designee) and Folsom.
|
15.
|
SEVERABILITY. Except as stated below with respect to the release set forth in Paragraph 3 (Release) above and the General Release, each provision of this Agreement shall be enforceable independently of every other provision. If one or more provisions of this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect or impair any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein. To the extent that the release set forth in Paragraph 3 (Release) above or in the General Release is deemed to be illegal, invalid, or unenforceable, the Company shall not be obligated to honor any of the terms set forth herein and Folsom agrees to immediately return any amounts or benefits paid or provided to Folsom by the Company pursuant to Paragraph 2 (Consideration) of this Agreement, to the maximum extent permitted by applicable law.
|
16.
|
EFFECTIVE DATE. The “
Effective Date
” of this Agreement shall be the date that Folsom timely executes and delivers this Agreement, as reflected in the signature block hereto, unless timely revoked in accordance with the provisions of Paragraph 12(f) above. The “
General Release Effective Date
” shall be the date that Folsom timely executes and delivers the General Release, as reflected in the signature block thereto, unless timely revoked in accordance with the provision thereof.
|
17.
|
GOVERNING LAW; VENUE. This Agreement and any disputes arising from, relating to or touching upon the Agreement shall be construed under and governed by the laws of the Commonwealth of Pennsylvania, including its statutes of limitation, without regard to any otherwise applicable principles of conflicts of law or choice of law rules (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would result in the application of the substantive or procedural laws or rules of any other jurisdiction. Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania and of the United States of America located in Allegheny County, Pennsylvania (the “
Relevant Courts
”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Relevant Courts and agrees not to plead or claim in any Relevant Court that such litigation brought therein has been brought in an inconvenient forum; provided, however, that nothing in this Paragraph 17 is intended to waive the right of any party to remove any such action or proceeding commenced in any such state court to an appropriate federal court to the extent the basis for such removal exists under applicable law.
|
18.
|
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Folsom and the Company; this Agreement has been executed and delivered based on the terms set forth herein; neither Folsom nor the Company has relied on any prior agreement or representation, whether oral or written, which is not set forth in this Agreement; no prior agreement, whether oral or written, shall have any effect on the terms and provisions of this Agreement; and all prior agreements relating to the subject matter hereof, whether oral or written, are expressly superseded and/or revoked by this Agreement.
|
19.
|
409A
. Notwithstanding anything set forth in this Agreement, no amount payable pursuant to or as provided in this Agreement which constitutes a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“
Section 409A
”), shall be paid unless and until Folsom has incurred a “separation from service” within the meaning of Section 409A. Further, to the extent that Folsom is a “specified employee” within the meaning of Section 409A as of the date of Folsom’s separation from service, no amount which constitutes nonqualified deferred compensation which is payable on account of Folsom’s separation from service shall be paid to Folsom before the date (the “
Delayed Payment Date
”) which is the first day of the seventh (7th) month after the date of Folsom’s separation from service or, if earlier, the date of Executives’ death following such separation from service. The reimbursement of expenses or in-kind benefits, if any, provided pursuant to this Agreement shall be subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (ii) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company’s policies, but in no event later than the end of the year following the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.
|
20.
|
CONSTRUCTION. No provision of this Agreement shall be interpreted or construed against any party because that party or its legal representative drafted that provision.
The captions and headings of the Paragraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole, (b) references to one gender include all genders, (c) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (d) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” (e) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole, and (f) the terms “dollars” and “$” refer to United
|
21.
|
VOLUNTARY EXECUTION. After utilizing as much of the 21-day period above as she deems necessary to consider this matter, and after consulting with an attorney if she so elected, Folsom has freely executed and delivered this Agreement so as to secure the consideration provided hereunder.
|
22.
|
ASSIGNABILITY; BINDING NATURE. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights and obligations may be assigned or transferred pursuant to a merger, consolidation or other combination in which the Company is not the continuing entity, or a disposition of all or substantially all of the business and assets of the Company to a successor entity. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all of substantially all of the business and/or assets of the Company to assume and perform this Agreement in the same manner and to the same extent that the Company would have been required to perform it if no succession had taken place. No rights or obligations of Folsom under this Agreement may be assigned or transferred by Folsom other than her rights to compensation and benefits, which may be transferred only by will or operation of law.
|
/s/ Suzanne Rich Folsom
|
Date:
|
November 10, 2017
|
Suzanne Rich Folsom
|
|
|
/s/ Barry Melnkovic
|
Date:
|
November 8, 2017
|
Barry Melnkovic
|
|
|
Vice President & Chief Human Resources Officer
|
|
i.
|
This General Release constitutes an enforceable contract, and by signing this General Release, she is waiving rights that she may have against the Releasees as of the General Release Execution Date, including claims under the Age Discrimination in Employment Act (“
ADEA
”) as applicable, as well as other federal, state and local laws, based on her employment or separation from employment with the Company;
|
j.
|
She understands that she is not releasing any claims that may arise after the General Release Execution Date;
|
k.
|
She is receiving, in exchange for this General Release, valuable consideration in addition to anything of value to which she is already entitled;
|
l.
|
The Company has advised her to consult with an attorney prior to executing this Agreement;
|
m.
|
She has had a period of
twenty-one
(21) calendar days
from the date she received this General Release, or so much of such 21-day period as she cared to utilize, to receive, consider and execute and deliver this General Release;
|
n.
|
She may revoke this General Release at any time within
seven (7) calendar days
after the General Release Execution Date by delivering a written notice of revocation to the Company’s Deputy General Counsel-Commercial Law or his designee;
|
o.
|
If she does not execute and deliver this General Release within the 21-day period referenced in subparagraph (e) above, or if she revokes this General Release after its execution and delivery within the 7-day period referenced in subparagraph (f) above, she will be ineligible to receive any of the consideration set forth in Paragraph 2 (Consideration) of the Agreement; and
|
p.
|
The Company’s obligation to provide the consideration under the Agreement is contingent upon her execution and delivery of this General Release and the expiration of the associated revocation period without her having revoked this General Release.
|
|
Date:
|
|
Suzanne Rich Folsom
|
|
|
Scott Buckiso
|
|
CONFIDENTIAL
|
October 31, 2017
|
|
|
Page
1
|
|
|
|
|
United States Steel Corporation
|
|
Barry Melnkovic
|
|
600 Grant Street
|
|
Vice President &
|
|
|
Pittsburgh, PA 15219-2800
|
|
Chief Human Resources Officer
|
|
|
412 433 1125
|
|
|
|
|
fax: 412 433 6219
|
|
|
1.
|
Definitions
. For purposes of this Agreement, the following terms shall have the following meanings:
|
2.
|
Term of Agreement
. This Agreement is effective as of the date you sign this Agreement and shall continue in effect until [*], unless terminated earlier by notice from the Corporation to you [*] or by mutual agreement of the parties. In any event, this Agreement shall automatically terminate one year from the date of this Agreement, unless [*] this Agreement is extended by the mutual agreement of the parties.
|
3.
|
[*]
Payment
. [*] subject to the other terms and conditions of this Agreement, including your execution and nonrevocation of a release of all claims relating to your employment with the Corporation (in a form to be provided to you by the Corporation), you will be eligible to receive the below payment that will be divided into two installments (the “[*] Payment”) as described in Paragraph 8:
|
Scott Buckiso
|
|
CONFIDENTIAL
|
October 31, 2017
|
|
|
Page
2
|
|
|
4.
|
Best Efforts
. In consideration for this Agreement and your eligibility for the [*] Payment, you agree to [*] as requested. You further agree to [*]. In addition, you are expected to continue to comply with all applicable policies and procedures, including the Corporation’s Code of Ethical Business Conduct.
|
5.
|
At-Will Employment
. Nothing in this Agreement changes the at-will nature of your employment. Either you or the Corporation may terminate the employment relationship at any time, with or without notice and with or without cause.
|
6.
|
Termination of Employment
.
|
a.
|
Voluntary Resignation or Retirement
. You will not be eligible for the [*] Payment in the event you voluntarily resign your employment or elect to retire [*]. Further, you agree to refund to the Corporation, within sixty days of your notification of resignation or retirement, any and all of the [*] Payment that has been paid to date in the event you voluntarily resign your employment or elect to retire prior to the twelve month anniversary of the second installment payment.
|
b.
|
Termination for Cause
. In the event that your employment is terminated for cause [*], you agree to refund any amounts that have been paid of the [*] Payment within sixty days of your termination date, and you agree that you forfeit any amounts not yet paid of the [*] Payment.
|
c.
|
Termination with Consent [*]
. In the event that [*] you are terminated, you will be eligible for the [*] Payment, subject to the other terms and conditions of this Agreement.
|
d.
|
Termination with Consent [*]
. In the event that, [*] you are terminated, the Corporation may elect, in its sole discretion, to pay some or all of the [*] Payment.
|
e.
|
[*]
|
7.
|
Disability or Death
. If you are unable to perform your assigned duties due to physical or mental disability for a continuous period of at least six months [*] or you die [*], the Corporation may elect, in its sole discretion, to pay some or all of the [*] Payment.
|
8.
|
Timing of
[*]
Payment
. The Corporation will pay the [*] Payment to you, less applicable deductions and withholding, in two installments described herein. [*] The installment payments are subject to the other terms and conditions of this Agreement, including but not limited to the release of all claims relating to your employment with the Corporation.
|
Scott Buckiso
|
|
CONFIDENTIAL
|
October 31, 2017
|
|
|
Page
3
|
|
|
10.
|
Notice
. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement.
|
11.
|
Miscellaneous
.
|
a.
|
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Pennsylvania.
|
b.
|
You may not assign any of your rights under this Agreement.
|
c.
|
The Corporation’s obligation to pay the [*] Payment shall be an unfunded and unsecured promise of the Corporation to pay money in the future. Nothing in the Agreement conveys a secured interest or right, title or claim in any property or assets of the Corporation.
|
d.
|
Notwithstanding anything contained in this Agreement to the contrary, if any portion of the [*] Payment would constitute a parachute payment under section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, then the [*] Payment shall be reduced to the extent necessary to cause the payment thereof not to be a parachute payment under section 280G of the Code and you shall have no further rights or claims with respect to the reduced portion.
|
12.
|
Validity
. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
|
13.
|
Resolution of Disputes
. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association (“AAA”) then in effect. The parties agree that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. The parties also agree that the arbitrator shall have the power to award any remedies, including attorneys’ fees, costs and equitable relief, available under applicable law. The parties further agree that the decision of the arbitrator shall be in writing and that any judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The parties agree that the arbitration hearing shall take place in Pittsburgh, Pennsylvania. The Corporation will pay for any administrative or hearing fees and costs charged by the arbitrator or the AAA, except that you shall pay any filing fees associated with any arbitration that you initiate.
|
14.
|
Entire Agreement
. This Agreement contains the entire agreement between the parties and supersedes any other agreement or understanding between the parties hereto with respect to the issues that are the subject matter of this Agreement.
|
15.
|
Amendment
. This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto, except that the Corporation may amend this Agreement from time to time without your consent to the extent deemed necessary or
|
Scott Buckiso
|
|
CONFIDENTIAL
|
October 31, 2017
|
|
|
Page
4
|
|
|
16.
|
[*]
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(Dollars in Millions)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) before income taxes and noncontrolling interests
|
|
$
|
301
|
|
|
$
|
(416
|
)
|
|
$
|
(1,459
|
)
|
|
$
|
170
|
|
|
$
|
(2,232
|
)
|
Fixed charges, as shown below
|
|
282
|
|
|
288
|
|
|
282
|
|
|
301
|
|
|
373
|
|
|||||
Adjustment for equity income
|
|
(44
|
)
|
|
(98
|
)
|
|
(38
|
)
|
|
(142
|
)
|
|
(40
|
)
|
|||||
Capitalized Interest
|
|
(2
|
)
|
|
(4
|
)
|
|
(14
|
)
|
|
(14
|
)
|
|
(19
|
)
|
|||||
Distributions from equity affiliates
|
|
7
|
|
|
9
|
|
|
11
|
|
|
8
|
|
|
13
|
|
|||||
Adjusted Earnings (Loss) (A)
|
|
$
|
544
|
|
|
$
|
(221
|
)
|
|
$
|
(1,218
|
)
|
|
$
|
323
|
|
|
$
|
(1,905
|
)
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Portion of rentals representing interest
(a)
|
|
$
|
41
|
|
|
$
|
41
|
|
|
$
|
43
|
|
|
$
|
41
|
|
|
$
|
41
|
|
Capitalized interest
|
|
3
|
|
|
4
|
|
|
14
|
|
|
14
|
|
|
19
|
|
|||||
Other interest and fixed charges
|
|
238
|
|
|
243
|
|
|
225
|
|
|
246
|
|
|
313
|
|
|||||
Total fixed charges (B)
|
|
$
|
282
|
|
|
$
|
288
|
|
|
$
|
282
|
|
|
$
|
301
|
|
|
$
|
373
|
|
Ratio of (A) to (B)
|
|
1.93
|
|
|
(d)
|
|
|
(c)
|
|
|
1.07
|
|
|
(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 $2,278 million.
|
(c)
|
Earnings did not cover fixed charges by $1,500 million.
|
(d)
|
Earnings did not cover fixed charges by $509 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
|
||||||
Leeds Retail Center, 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
|
|||||
|
|
Hibbing Development Company
|
||||
|
|
|
Hibbing Taconite Company
|
|||
|
Stelco Coal Company
|
|||||
|
|
Stelco Erie Corporation
|
||||
|
|
Ontario Tilden Company
|
||||
Swan Point Yacht & Country Club, Inc.
|
||||||
Timber Wolf Land, LLC
|
||||||
Transtar, LLC
|
||||||
|
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, LLC
|
|||||
|
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.
|
Company Name
|
|
|
|
|
U. S. Steel Global Holdings VI B.V.
|
||
|
|
|
|
|
U. S. Steel Košice, s.r.o. (USSK)
|
|
|
|
|
|
|
|
OBAL-SERVIS, a.s. Košice
|
|
|
|
|
|
|
Ferroenergy s.r.o.
|
|
|
|
|
|
|
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 LRD Canada North Inc.
|
||||||
U. S. Steel Mining Company, LLC
|
||||||
U. S. Steel Timber Company, LLC
|
||||||
U. S. Steel Tubular Products Holdings, LLC
|
||||||
|
U. S. Steel Seamless Tubular Operations, LLC
|
|||||
|
U. S. Steel Tubular Products, Inc.
|
|||||
|
|
U. S. Steel Tubular Products Middle East DMCC
|
||||
|
|
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.
|
||
|
|
Lone Star Steel Holdings, Inc.
|
||||
|
|
|
Lone Star Steel Holdings II, Inc.
|
|||
|
|
|
|
Fintube (Thailand) Limited
|
||
UEC Technologies, LLC
|
||||||
|
189548 Canada Inc.
|
|||||
|
|
3292673 Canada 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 Construction Products, LLC.
|
||||||
USS Galvanizing, Inc.
|
||||||
|
PRO-TEC Coating Company
|
|||||
|
|
PRO-TEC Coating Company, Inc.
|
||||
USS International Services, LLC
|
||||||
USS Lakeside, LLC
|
Company Name
|
|
Chicago Lakeside Development, LLC
|
|||||
USS Oilwell Supply Co., LTD.
|
||||||
USS Oilwell Tubular, Inc.
|
||||||
USS Portfolio Delaware, Inc.
|
||||||
USS WSP, LLC
|
||||||
|
Worthington Specialty Processing
|
|||||
|
|
ProCoil Company, LLC
|
||||
|
|
Worthington Taylor, LLC
|
||||
USX International Sales Company, Inc.
|
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 21, 2018
|
|
/s/ David B. Burritt
|
|
|
David B. Burritt
|
|
|
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 21, 2018
|
|
/s/ Kevin P. Bradley
|
|
|
Kevin P. Bradley
|
|
|
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, 2017
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
|
|
|
President and Chief Executive Officer
|
(1)
|
The Annual Report on Form 10-K of United States Steel Corporation for the period ending
December 31, 2017
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/ Kevin P. Bradley
|
|
Kevin P. Bradley
|
|
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)
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
116
|
|
|
—
|
|
|
no
|
|
no
|
|
103
|
|
|
8
|
|
|
—
|
|
Keewatin (2103352)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
20,414
|
|
|
—
|
|
|
no
|
|
no
|
|
47
|
|
|
9
|
|
|
—
|
|
(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 150 legal actions were to contest citations and proposed assessments.
|