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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111
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•
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Our continued investments in upgrading and improving our assets helped to provide a more stable operating performance in 2018.
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•
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Our 2018 net earnings include a favorable impact of $374 million due to the reversal of a portion of our deferred tax asset valuation allowance.
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•
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Our 2017 and 2018 results include a favorable impact of $344 million and $455 million, respectively, 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 include an $81 million income tax benefit from tax reform.
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•
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The increase in net sales in 2018 as compared to 2017 was primarily due to higher average realized prices in all of our reportable segments and increased shipments in our Flat-Rolled and Tubular segments due to improved market conditions. Improved market conditions for our Flat-Rolled segment reflect accelerated demand for steel products in line with the recent economic growth, as well as the supply-demand balance between imported and domestic steel. The restart of the two blast furnaces at our Granite City Works during 2018 enabled us to take advantage of the improved market dynamics.
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•
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The increase in net sales in 2017 as compared to 2016 was 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 coil, 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 in 2017. 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 18.
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•
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EBITDA increased for all three reportable segments in 2018 as compared to 2017
with higher average realized prices in all three segments. Our continued focus on maintaining a strong balance sheet while investing in operational excellence, technology and innovation led to another successful year.
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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 and 2018 adjusted EBITDA includes a favorable impact of $381 million and $504 million, respectively, related to our previously disclosed change in accounting method for property, plant and equipment.
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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 net earnings (loss) see page 16.
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•
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We have delivered another year of significant earnings improvement. We are encouraged by the effectiveness of the investments we are making in our assets and remain focused on improving our operating and commercial performance to drive long-term value creation for our stockholders.
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•
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Our 2017 and 2018 results include a favorable impact of $344 million and $455 million, respectively, 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 17.
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•
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Our 2017 and 2018 results include a favorable impact of $1.95 and $2.55 per diluted share, respectively, related to our previously disclosed change in accounting method for property, plant and equipment.
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•
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In 2018 and 2017, improved financial performance more than offset the investment in working capital.
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•
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Our cash conversion cycle was 43, 30 and 28 days for 2016, 2017 and 2018, respectively, illustrating our significant improvement in cash management. 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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Maintaining strong cash and liquidity continues to be a strategic priority. Our total liquidity in 2018 remained strong and supported our ability to satisfy short-term obligations, fund working capital requirements, and provided a foundation to execute key strategic initiatives such as our asset revitalization program. In 2018, capital spending was $1,001 million, which is nearly double our capital spending of $505 million in 2017.
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•
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Total liquidity improved from 2016 to 2017 primarily due to higher Credit Facility Agreement availability and improved cash levels, which was driven by higher values of inventory and trade receivables that serve as collateral for the Credit Facility Agreement, as well as improved profitability levels.
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•
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The increase in 2018 pension and OPEB expense is mainly due to a lower return on assets assumption for pension benefits.
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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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•
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2019 pension and OPEB expense is expected to be approximately $215 million.
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•
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For further details, see Note 18 to the Consolidated Financial Statements.
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•
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The funded status of our pension plan deteriorated in 2018 primarily due to lower than expected asset performance partially offset by an increase in the discount rate. The funded status of our OPEB plan improved in 2018 primarily due to the increase in the discount rate.
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•
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On a U.S. GAAP basis the funded status of both our pension and OPEB obligations was 88%.
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•
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For further details, see Note 18 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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2018
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2017
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2016
|
|||||||
Reconciliation to adjusted net earnings (loss) attributable to United States Steel Corporation
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|
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|
|||||||
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Net earnings (loss) attributable to United States Steel Corporation, as reported
|
$
|
1,115
|
|
|
$
|
387
|
|
|
$
|
(440
|
)
|
|
USW labor agreement signing bonus and related costs
|
81
|
|
|
—
|
|
|
—
|
|
|||
|
Granite City Works restart and related costs
|
80
|
|
|
—
|
|
|
—
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|||
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Reversal of tax valuation allowance
|
(374
|
)
|
|
—
|
|
|
—
|
|
|||
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Loss on shutdown of certain tubular assets
(b)
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—
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|
|
35
|
|
|
126
|
|
|||
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Gain associated with retained interest in U. S. Steel Canada Inc.
|
—
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|
|
(72
|
)
|
|
—
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|||
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Restructuring and other charges
(b)
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—
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|
|
—
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|
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(2
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)
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|||
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Granite City Works temporary idling charges
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(8
|
)
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|
17
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|
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18
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|||
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(Gain) loss on equity investee transactions
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(38
|
)
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|
(2
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)
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12
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|||
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Impairment of intangible assets
|
—
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|
|
—
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|
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14
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|||
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Loss on extinguishment of debt and other related costs
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101
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|
|
57
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|
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22
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|
|||
|
Effect of tax reform
|
—
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|
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(81
|
)
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—
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|||
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Total Adjustments
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(158
|
)
|
|
(46
|
)
|
|
190
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|
|||
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Adjusted net earnings (loss) attributable to United States Steel Corporation
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$
|
957
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$
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341
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|
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$
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(250
|
)
|
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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2018
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2017
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2016
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||||||
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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$
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6.25
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$
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2.19
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$
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(2.81
|
)
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USW labor agreement signing bonus and related costs
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0.45
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|
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—
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|
|
—
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|||
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Granite City Works restart and related costs
|
0.45
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|
|
—
|
|
|
—
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|
|||
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Reversal of tax valuation allowance
|
(2.11
|
)
|
|
—
|
|
|
—
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|
|||
|
Loss on shutdown of certain tubular assets
(b)
|
—
|
|
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0.20
|
|
|
0.80
|
|
|||
|
Gain associated with retained interest in U. S. Steel Canada Inc.
|
—
|
|
|
(0.41
|
)
|
|
—
|
|
|||
|
Restructuring and other charges
(b)
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
|
Granite City Works temporary idling charges
|
(0.04
|
)
|
|
0.10
|
|
|
0.11
|
|
|||
|
(Gain) loss on equity investee transactions
|
(0.21
|
)
|
|
(0.01
|
)
|
|
0.08
|
|
|||
|
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
0.09
|
|
|||
|
Loss on extinguishment of debt and other related costs
|
0.57
|
|
|
0.33
|
|
|
0.14
|
|
|||
|
Effect of tax reform
|
—
|
|
|
(0.46
|
)
|
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—
|
|
|||
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Total adjustments
|
(0.89
|
)
|
|
(0.25
|
)
|
|
1.21
|
|
|||
|
Adjusted diluted net earnings (loss) per share
|
$
|
5.36
|
|
|
$
|
1.94
|
|
|
$
|
(1.60
|
)
|
RECONCILIATION TO EBITDA AND ADJUSTED EBITDA
|
||||||||||||
|
|
|
|
|
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|
||||||
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|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|||||||
Reconciliation to EBITDA and Adjusted EBITDA
|
|
|
|
|
|
|||||||
|
Net earnings (loss) attributable to U. S. Steel Corporation
|
$
|
1,115
|
|
|
$
|
387
|
|
|
$
|
(440
|
)
|
|
Income tax (benefit) provision
|
(303
|
)
|
|
(86
|
)
|
|
24
|
|
|||
|
Net interest and other financial costs
|
312
|
|
|
368
|
|
|
215
|
|
|||
|
Depreciation, depletion and amortization expense
|
521
|
|
|
501
|
|
|
507
|
|
|||
|
EBITDA
|
1,645
|
|
|
1,170
|
|
|
306
|
|
|||
|
USW labor agreement signing bonus and related costs
|
81
|
|
|
—
|
|
|
—
|
|
|||
|
Granite City Works restart and related costs
|
80
|
|
|
—
|
|
|
—
|
|
|||
|
Loss on shutdown of certain tubular assets
(a)
|
—
|
|
|
35
|
|
|
126
|
|
|||
|
Gain associated with retained interest in U. S. Steel Canada Inc.
|
—
|
|
|
(72
|
)
|
|
—
|
|
|||
|
Restructuring and other charges
(a)
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
|
Granite City Works temporary idling charges
|
(8
|
)
|
|
17
|
|
|
18
|
|
|||
|
(Gain) loss on equity investee transactions
|
(38
|
)
|
|
(2
|
)
|
|
12
|
|
|||
|
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
14
|
|
|||
|
Adjusted EBITDA
|
1,760
|
|
|
1,148
|
|
|
474
|
|
(Thousands of Tons)
|
|
Flat-Rolled
|
|
USSE
|
|
Tubular
|
|
Total
|
||||
Major Market – 2018
|
|
|
|
|
|
|
|
|
||||
Steel Service Centers
|
|
1,560
|
|
|
799
|
|
|
—
|
|
|
2,359
|
|
Further Conversion – Trade Customers
|
|
3,529
|
|
|
287
|
|
|
—
|
|
|
3,816
|
|
– Joint Ventures
|
|
1,650
|
|
|
—
|
|
|
—
|
|
|
1,650
|
|
Transportation (Including Automotive)
|
|
1,231
|
|
|
728
|
|
|
—
|
|
|
1,959
|
|
Construction and Construction Products
|
|
689
|
|
|
1,637
|
|
|
38
|
|
|
2,364
|
|
Containers
|
|
635
|
|
|
439
|
|
|
—
|
|
|
1,074
|
|
Appliances and Electrical Equipment
|
|
406
|
|
|
261
|
|
|
—
|
|
|
667
|
|
Oil, Gas and Petrochemicals
|
|
—
|
|
|
11
|
|
|
724
|
|
|
735
|
|
Exports from the United States
|
|
445
|
|
|
—
|
|
|
18
|
|
|
463
|
|
All Other
|
|
365
|
|
|
295
|
|
|
—
|
|
|
660
|
|
TOTAL
|
|
10,510
|
|
|
4,457
|
|
|
780
|
|
|
15,747
|
|
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
|
|
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
|
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 and premium connections
|
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
|
|
Keewatin, Minnesota
|
|
Iron ore pellets
|
Hibbing Taconite Company
(b)
|
|
Hibbing, Minnesota
|
|
Iron ore pellets
|
Transtar, LLC
|
|
Alabama, Indiana, Michigan, Ohio, Pennsylvania, Texas
|
|
Railroad operations
|
(a)
|
Hot end idled in 2015, restarted in the 2nd quarter of 2018
|
(b)
|
Equity investee
|
European 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 (a) |
|
New
Claims |
|
Closing
Number of Claims |
December 31, 2016
|
|
3,315
|
|
225
|
|
250
|
|
3,340
|
December 31, 2017
|
|
3,340
|
|
275
|
|
250
|
|
3,315
|
December 31, 2018
|
|
3,315
|
|
1,285
|
|
290
|
|
2,320
|
Name
|
|
Age
|
|
Title
|
|
Executive Officer
Since
|
Kevin P. Bradley
|
|
56
|
|
Executive Vice President & Chief Financial Officer
|
|
July 27, 2017
|
Christine S. Breves
|
|
62
|
|
Senior Vice President, Manufacturing Support & Chief Supply Chain Officer
|
|
April 27, 2017
|
James E. Bruno
|
|
53
|
|
Senior Vice President - European Solutions and President - USSK
(b)
|
|
December 1, 2014
|
Scott D. Buckiso
|
|
51
|
|
Senior Vice President - Automotive Solutions
(a)
|
|
May 31, 2015
|
David B. Burritt
|
|
63
|
|
President & Chief Executive Officer
|
|
September 1, 2013
|
Colleen M. Darragh
|
|
49
|
|
Vice President & Controller
|
|
July 17, 2014
|
Sara A. Greenstein
|
|
44
|
|
Senior Vice President - Consumer Solutions
(a)
|
|
December 1, 2014
|
Duane D. Holloway
|
|
46
|
|
Senior Vice President, General Counsel, Chief Ethics & Compliance Officer and Corporate Secretary
|
|
April 16, 2018
|
Douglas R. Matthews
|
|
53
|
|
Senior Vice President - Industrial, Service Center and Mining Solutions
(a)
and Interim Head - Tubular Business
(c)
|
|
July 2, 2012
|
A. Barry Melnkovic
|
|
61
|
|
Senior Vice President and Chief Human Resources Officer
|
|
March 1, 2018
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(a)
|
||||||
October 1 - 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
November 1 - 30, 2018
|
|
2,760,112
|
|
|
$
|
27.173
|
|
|
2,760,112
|
|
|
$
|
225,000,000
|
|
December 1 - 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
225,000,000
|
|
Quarter ended December 31, 2018
|
|
2,760,112
|
|
|
$
|
27.173
|
|
|
2,760,112
|
|
|
$
|
225,000,000
|
|
Dollars in millions (except per share data)
(a)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
14,178
|
|
|
$
|
12,250
|
|
|
$
|
10,261
|
|
|
$
|
11,574
|
|
|
$
|
17,507
|
|
Earnings (loss) before interest and income taxes
(b)
|
|
1,124
|
|
|
669
|
|
|
(201
|
)
|
|
(1,142
|
)
|
|
521
|
|
|||||
Net earnings (loss) attributable to United States Steel Corporation
|
|
1,115
|
|
|
387
|
|
|
(440
|
)
|
|
(1,642
|
)
|
|
102
|
|
|||||
Per Common Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss) attributable to United States Steel Corporation
(c)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
– basic
|
|
6.31
|
|
|
2.21
|
|
|
(2.81
|
)
|
|
$
|
(11.24
|
)
|
|
$
|
0.71
|
|
|||
– diluted
|
|
6.25
|
|
|
2.19
|
|
|
(2.81
|
)
|
|
(11.24
|
)
|
|
0.69
|
|
|||||
Dividends per share declared and paid
|
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|||||
Balance Sheet Data – December 31:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(d) (e)
|
|
$
|
10,982
|
|
|
$
|
9,862
|
|
|
$
|
9,160
|
|
|
$
|
9,167
|
|
|
$
|
11,975
|
|
Capitalization:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt
(e)
|
|
$
|
2,381
|
|
|
$
|
2,703
|
|
|
$
|
3,031
|
|
|
$
|
3,138
|
|
|
$
|
3,460
|
|
United States Steel Corporation stockholders’ equity
|
|
4,202
|
|
|
3,320
|
|
|
2,274
|
|
|
2,436
|
|
|
3,799
|
|
|||||
Total capitalization
|
|
$
|
6,583
|
|
|
$
|
6,023
|
|
|
$
|
5,305
|
|
|
$
|
5,574
|
|
|
$
|
7,259
|
|
(a)
|
For discussion of changes between the years, see Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations."
|
(b)
|
2014, 2015, 2016 and 2017 amounts have been adjusted as a result of the adoption of Accounting Standards Update 2017-07,
Compensation - Retirement Benefits
on January 1, 2018.
|
(c)
|
See Note 8 to the Consolidated Financial Statements for the basis of calculating earnings per share.
|
(d)
|
2014 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.
|
(e)
|
2015 and 2014 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.
|
•
|
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 $1.115 billion in 2018
|
•
|
Finished 2018 with adjusted EBITDA of $1.760 billion and positive operating cash flow of $938 million
|
•
|
Returned over $110 million of capital to stockholders in 2018, including $75 million through share repurchases
|
•
|
Strong year-end liquidity of approximately $2.830 billion, including $1 billion of cash, which supports our goal of maintaining a healthy balance sheet
|
•
|
Reduced total debt by $322 million in 2018 as compared to 2017
|
•
|
Successfully completed a $650 million debt offering and redeemed all outstanding 2021 Senior Secured Notes, providing for future financial flexibility
|
•
|
Improved our cash conversion cycle by two days
|
•
|
Continued executing investments in our people and our assets, including investments under our multi-year asset revitalization program that includes $1.5 billion of capital investments in our Flat-Rolled assets
|
•
|
Continued 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 & other benefits costs for 2019
|
|
$
|
(69
|
)
|
|
$
|
69
|
|
Discount rate
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension & other benefits costs for 2019
|
|
$
|
(18
|
)
|
|
$
|
8
|
|
Pension & other benefits obligations at December 31, 2018
|
|
$
|
(650
|
)
|
|
$
|
770
|
|
Health care cost escalation trend rates
|
|
|
|
|
||||
Incremental increase (decrease) in:
|
|
|
|
|
||||
Other post-employment benefit obligations
|
|
$
|
77
|
|
|
$
|
(66
|
)
|
Service and interest costs components for 2019
|
|
$
|
4
|
|
|
$
|
(3
|
)
|
(Dollars in millions, excluding intersegment sales)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Flat-Rolled
|
|
$
|
9,681
|
|
|
$
|
8,297
|
|
|
$
|
7,507
|
|
USSE
|
|
3,205
|
|
|
2,949
|
|
|
2,243
|
|
|||
Tubular
|
|
1,231
|
|
|
944
|
|
|
449
|
|
|||
Total sales from reportable segments
|
|
14,117
|
|
|
12,190
|
|
|
10,199
|
|
|||
Other Businesses
|
|
61
|
|
|
60
|
|
|
62
|
|
|||
Net sales
|
|
$
|
14,178
|
|
|
$
|
12,250
|
|
|
$
|
10,261
|
|
|
|
Steel Products
(a)
|
|
|
|
|
||||||||||||
Volume
|
|
Price
|
|
Mix
|
|
FX
(b)
|
|
Coke, Pellets & Other
(c)
|
|
Net
Change |
||||||||
Flat-Rolled
|
|
5
|
%
|
|
12
|
%
|
|
(1
|
)%
|
|
—
|
%
|
|
1
|
%
|
|
17
|
%
|
USSE
|
|
(3
|
)%
|
|
5
|
%
|
|
2
|
%
|
|
5
|
%
|
|
—
|
%
|
|
9
|
%
|
Tubular
|
|
14
|
%
|
|
15
|
%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
30
|
%
|
(a)
|
Excludes intersegment sales
|
(b)
|
Foreign currency translation effects
|
(c)
|
Includes sales of scrap inventory
|
|
|
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
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Allocated to segment results
|
|
$
|
92
|
|
|
$
|
35
|
|
|
$
|
3
|
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in Millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Flat-Rolled
|
|
$
|
883
|
|
|
$
|
375
|
|
|
$
|
22
|
|
USSE
|
|
359
|
|
|
327
|
|
|
185
|
|
|||
Tubular
|
|
(58
|
)
|
|
(99
|
)
|
|
(303
|
)
|
|||
Total earnings (loss) from reportable segments
|
|
1,184
|
|
|
603
|
|
|
(96
|
)
|
|||
Other Businesses
|
|
55
|
|
|
44
|
|
|
63
|
|
|||
Segment earnings (loss) before interest and income taxes
|
|
1,239
|
|
|
647
|
|
|
(33
|
)
|
|||
Other items not allocated to segments:
|
|
|
|
|
|
|
||||||
USW labor agreement signing bonus and related costs (Note 28)
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|||
Granite City Works restart and related costs
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on shutdown of certain tubular pipe mill assets
(b)
|
|
—
|
|
|
(35
|
)
|
|
(126
|
)
|
|||
Gain associated with U. S. Steel Canada Inc. (Note 5)
|
|
—
|
|
|
72
|
|
|
—
|
|
|||
Restructuring and other charges
(b)
|
|
—
|
|
|
—
|
|
|
2
|
|
|||
Granite City Works temporary idling charges
|
|
8
|
|
|
(17
|
)
|
|
(18
|
)
|
|||
Gain (loss) on equity investee transactions (Note 12)
|
|
38
|
|
|
2
|
|
|
(12
|
)
|
|||
Impairment of intangible assets (Note 14)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||
Total earnings (loss) before interest and income taxes
|
|
$
|
1,124
|
|
|
$
|
669
|
|
|
$
|
(201
|
)
|
|
|
Year Ended December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
Flat-Rolled
|
|
15
|
%
|
|
11
|
%
|
|
6
|
%
|
USSE
|
|
15
|
%
|
|
15
|
%
|
|
14
|
%
|
Tubular
|
|
1
|
%
|
|
(2
|
)%
|
|
(43
|
)%
|
|
Average Realized Price Per Ton
|
|
Segment Earnings (Loss) before Interest and Income Taxes
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest income
|
|
$
|
(23
|
)
|
|
$
|
(17
|
)
|
|
$
|
(5
|
)
|
Interest expense
|
|
168
|
|
|
226
|
|
|
230
|
|
|||
Net periodic benefit cost (other than service cost)
|
|
69
|
|
|
61
|
|
|
(36
|
)
|
|||
Loss on debt extinguishment
|
|
98
|
|
|
54
|
|
|
22
|
|
|||
Other financial costs
|
|
—
|
|
|
44
|
|
|
4
|
|
|||
Net interest and other financial costs
|
|
$
|
312
|
|
|
$
|
368
|
|
|
$
|
215
|
|
|
|
Year Ended December 31,
|
||||
|
|
2018
|
|
2017
|
||
Accounts Receivable Turnover
|
|
9.3
|
|
|
9.3
|
|
Inventory Turnover
|
|
6.4
|
|
|
6.6
|
|
Cash Conversion Cycle
|
2018
|
|
|
2017
|
||||||||
|
$ millions
|
|
Days
|
|
|
$ millions
|
|
Days
|
||||
Accounts receivable, net
(a)
|
$
|
1,659
|
|
|
42
|
|
|
$
|
1,379
|
|
|
43
|
|
|
|
|
|
|
|
|
|
||||
+ Inventories
(b)
|
$
|
2,092
|
|
|
58
|
|
|
$
|
1,738
|
|
|
58
|
|
|
|
|
|
|
|
|
|
||||
- Accounts Payable and Other Accrued Liabilities
(c)
|
$
|
2,477
|
|
|
72
|
|
|
$
|
2,163
|
|
|
71
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
= Cash Conversion Cycle
(d)
|
|
|
28
|
|
|
|
|
30
|
|
|
Year Ended December 31,
|
|
||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
Voluntary contributions to main defined benefit pension plan
(b)
|
|
$
|
—
|
|
|
$
|
75
|
|
|
$
|
13
|
|
(a)
|
Other employee benefits payments not funded by trusts
|
|
48
|
|
|
59
|
|
|
61
|
|
|
|||
Payments to a multiemployer pension plan
|
|
60
|
|
|
59
|
|
|
63
|
|
|
|||
Pension related payments not funded by trusts
|
|
20
|
|
|
13
|
|
|
26
|
|
|
|||
Reductions in cash flows from operating activities
|
|
$
|
128
|
|
|
$
|
206
|
|
|
$
|
163
|
|
|
(Dollars in millions)
|
|
||
Cash and cash equivalents
|
$
|
1,000
|
|
Amount available under $1.5 Billion Credit Facility
|
1,500
|
|
|
Amounts available under USSK credit facilities
|
330
|
|
|
Total estimated liquidity
|
$
|
2,830
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
Payments Due by Period
|
|
||||||||||||||
Contractual Obligations
|
|
Total
|
|
2019
|
|
2020
through 2021 |
|
2022 through
2023 |
|
Beyond
2023 |
|
||||||||||
Long-term debt (including interest) and capital leases
(a)
|
|
$
|
3,824
|
|
|
$
|
212
|
|
|
$
|
308
|
|
|
$
|
539
|
|
|
$
|
2,765
|
|
|
Operating leases
(b)
|
|
303
|
|
|
66
|
|
|
100
|
|
|
65
|
|
|
72
|
|
|
|||||
Contractual purchase commitments
(c)
|
|
5,167
|
|
|
3,185
|
|
|
794
|
|
|
606
|
|
|
582
|
|
|
|||||
Capital commitments
(d)
|
|
601
|
|
|
451
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
|||||
Environmental commitments
(d)
|
|
187
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
150
|
|
(e)
|
|||||
Steelworkers Pension Trust
(f)
|
|
379
|
|
|
66
|
|
|
151
|
|
|
162
|
|
|
—
|
|
|
|||||
Pensions
(g)
|
|
766
|
|
|
—
|
|
|
65
|
|
|
415
|
|
|
286
|
|
|
|||||
Other benefits
(h)
|
|
252
|
|
|
50
|
|
|
103
|
|
|
99
|
|
|
—
|
|
|
|||||
Total contractual obligations
|
|
$
|
11,479
|
|
|
$
|
4,067
|
|
|
$
|
1,671
|
|
|
$
|
1,886
|
|
|
$
|
3,855
|
|
|
(a)
|
See Note 17 to the Consolidated Financial Statements.
|
(b)
|
See Note 24 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 26 to the Consolidated Financial Statements).
|
(d)
|
See Note 26 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 2018 Labor Agreements with the USW, which expire on September 1, 2022, projected amounts shown through 2023 assume the contribution rate per hour included in the 2018 Labor Agreements. For the schedule of contribution rate per hour, see Note 28 to the Consolidated Financial Statements.
|
(g)
|
Projections are estimates of the minimum required contributions to the main domestic defined benefit pension plan which have been estimated assuming future asset performance consistent with our expected long-term earnings rate assumption, no voluntary contributions during the periods, and that the current low interest rate environment persists. Projections include the impacts of the November 2015 pension stabilization legislation, which further extended a revised interest rate formula to be used in calculating minimum required annual contributions. The legislation also increased the contribution rate of future PBGC premiums. After 2023, payments represent minimum contributions that may be needed over the next five years, and which would fully fund the plan.
|
(h)
|
The amounts reflect corporate cash outlays for expected benefit payments to be paid by the Company. (See Note 18 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 (VEBA) that impact the timing of the use of trust assets. Projected amounts have been reduced to reflect withdrawals from the USW VEBA trust available under its agreements with the USW. Due to these factors, it is not possible to reliably estimate cash requirements beyond five years and actual amounts experienced may differ significantly from those shown.
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
Scheduled Reductions by Period
|
|
||||||||||||||||
Commercial Commitments
|
|
Total
|
|
2019
|
|
2020
through 2021 |
|
2022
through 2023 |
|
Beyond
2023 |
|
||||||||||
Standby letters of credit
(a)
|
|
$
|
40
|
|
|
$
|
30
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
9
|
|
(b)
|
Surety bonds
(a)
|
|
111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111
|
|
(b)
|
|||||
Funded Trusts
(a)
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
(b)
|
|||||
Total commercial commitments
|
|
$
|
164
|
|
|
$
|
30
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
133
|
|
|
(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)
|
|
|
|
|
|
|
||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
North America:
|
|
|
|
|
|
|
||||||
Capital
|
|
$
|
105
|
|
|
$
|
6
|
|
|
$
|
5
|
|
Compliance
|
|
|
|
|
|
|
||||||
Operating & maintenance
|
|
198
|
|
|
176
|
|
|
167
|
|
|||
Remediation
(a)
|
|
6
|
|
|
9
|
|
|
17
|
|
|||
Total North America
|
|
$
|
309
|
|
|
$
|
191
|
|
|
$
|
189
|
|
USSE:
|
|
|
|
|
|
|
||||||
Capital
|
|
$
|
20
|
|
|
$
|
46
|
|
|
$
|
26
|
|
Compliance
|
|
|
|
|
|
|
||||||
Operating & maintenance
|
|
12
|
|
|
11
|
|
|
11
|
|
|||
Remediation
(a)
|
|
9
|
|
|
7
|
|
|
6
|
|
|||
Total USSE
|
|
$
|
41
|
|
|
$
|
64
|
|
|
$
|
43
|
|
Total U. S. Steel
|
|
$
|
350
|
|
|
$
|
255
|
|
|
$
|
232
|
|
(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)
|
|
2018
|
|
2017
|
||||
Beginning Balance
|
|
$
|
179
|
|
|
$
|
179
|
|
Plus: Additions
|
|
14
|
|
|
8
|
|
||
Less: Obligations settled
|
|
(6
|
)
|
|
(8
|
)
|
||
Ending Balance
|
|
$
|
187
|
|
|
$
|
179
|
|
(Dollars in millions)
|
|
2018
|
|
2017
|
||||||||||||
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)
|
|
$
|
2,182
|
|
|
$
|
102
|
|
|
$
|
2,851
|
|
|
$
|
93
|
|
(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 20 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, 2018
and
2017
, 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, 2018
and
December 31, 2017
.
|
(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)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
12,758
|
|
|
$
|
11,046
|
|
|
$
|
9,045
|
|
Net sales to related parties
(Note 23)
|
|
1,420
|
|
|
1,204
|
|
|
1,216
|
|
|||
Total
|
|
14,178
|
|
|
12,250
|
|
|
10,261
|
|
|||
Operating expenses (income):
|
|
|
|
|
|
|
||||||
Cost of sales (excludes items shown below)
|
|
12,305
|
|
|
10,858
|
|
|
9,608
|
|
|||
Selling, general and administrative expenses
|
|
336
|
|
|
320
|
|
|
306
|
|
|||
Depreciation, depletion and amortization (Notes 13 and 14)
|
|
521
|
|
|
501
|
|
|
507
|
|
|||
Earnings from investees (Note 12)
|
|
(61
|
)
|
|
(44
|
)
|
|
(98
|
)
|
|||
Gain on equity investee transactions (Note 12)
|
|
(38
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Gain associated with U. S. Steel Canada Inc. (Note 5)
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|||
Restructuring and other charges (Note 25)
|
|
—
|
|
|
31
|
|
|
122
|
|
|||
Impairment of intangible assets (Note 14)
|
|
—
|
|
|
—
|
|
|
14
|
|
|||
Net (gain) loss on disposals of assets
|
|
(6
|
)
|
|
(5
|
)
|
|
5
|
|
|||
Other income, net
|
|
(3
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|||
Total
|
|
13,054
|
|
|
11,581
|
|
|
10,462
|
|
|||
Earnings (loss) before interest and income taxes
|
|
1,124
|
|
|
669
|
|
|
(201
|
)
|
|||
Interest expense
|
|
168
|
|
|
226
|
|
|
230
|
|
|||
Interest income
|
|
(23
|
)
|
|
(17
|
)
|
|
(5
|
)
|
|||
Loss on debt extinguishment
|
|
98
|
|
|
54
|
|
|
22
|
|
|||
Other financial costs
|
|
—
|
|
|
44
|
|
|
4
|
|
|||
Net periodic benefit cost (other than service cost) (Note 3)
(a)
|
|
69
|
|
|
61
|
|
|
(36
|
)
|
|||
Net interest and other financial costs (Note 7)
|
|
312
|
|
|
368
|
|
|
215
|
|
|||
Earnings (loss) before income taxes
|
|
812
|
|
|
301
|
|
|
(416
|
)
|
|||
Income tax (benefit) provision (Note 11)
|
|
(303
|
)
|
|
(86
|
)
|
|
24
|
|
|||
Net earnings (loss)
|
|
1,115
|
|
|
387
|
|
|
(440
|
)
|
|||
Less: Net earnings attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Earnings (loss) attributable to United States Steel Corporation
|
|
$
|
1,115
|
|
|
$
|
387
|
|
|
$
|
(440
|
)
|
Earnings (loss) per common share
(Note 8)
|
|
|
|
|
|
|
||||||
Earnings (loss) per share attributable to United States Steel Corporation stockholders:
|
|
|
|
|
|
|
||||||
— Basic
|
|
$
|
6.31
|
|
|
$
|
2.21
|
|
|
$
|
(2.81
|
)
|
— Diluted
|
|
$
|
6.25
|
|
|
$
|
2.19
|
|
|
$
|
(2.81
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net earnings (loss)
|
|
$
|
1,115
|
|
|
$
|
387
|
|
|
$
|
(440
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Changes in foreign currency translation adjustments
|
|
(60
|
)
|
|
189
|
|
|
(38
|
)
|
|||
Changes in pension and other employee benefit accounts
|
|
(107
|
)
|
|
462
|
|
|
(292
|
)
|
|||
Changes in derivative financial instruments
|
|
(14
|
)
|
|
1
|
|
|
2
|
|
|||
Total other comprehensive (loss) income, net of tax
|
|
(181
|
)
|
|
652
|
|
|
(328
|
)
|
|||
Comprehensive income (loss) including noncontrolling interest
|
|
934
|
|
|
1,039
|
|
|
(768
|
)
|
|||
Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income (loss) attributable to United States Steel Corporation
|
|
$
|
934
|
|
|
$
|
1,039
|
|
|
$
|
(768
|
)
|
|
|
December 31,
|
||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,000
|
|
|
$
|
1,553
|
|
Receivables, less allowance of $29 and $28
|
|
1,435
|
|
|
1,173
|
|
||
Receivables from related parties (Note 23)
|
|
224
|
|
|
206
|
|
||
Inventories (Note 10)
|
|
2,092
|
|
|
1,738
|
|
||
Other current assets
|
|
79
|
|
|
85
|
|
||
Total current assets
|
|
4,830
|
|
|
4,755
|
|
||
Investments and long-term receivables, less allowance of $5 and $11 (Note 12)
|
|
513
|
|
|
480
|
|
||
Property, plant and equipment, net (Note 13)
|
|
4,865
|
|
|
4,280
|
|
||
Intangibles — net (Note 14)
|
|
158
|
|
|
167
|
|
||
Deferred income tax benefits (Note 11)
|
|
445
|
|
|
56
|
|
||
Other noncurrent assets
|
|
171
|
|
|
124
|
|
||
Total assets
|
|
$
|
10,982
|
|
|
$
|
9,862
|
|
Liabilities
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and other accrued liabilities
|
|
$
|
2,454
|
|
|
$
|
2,148
|
|
Accounts payable to related parties (Note 23)
|
|
81
|
|
|
74
|
|
||
Payroll and benefits payable
|
|
440
|
|
|
347
|
|
||
Accrued taxes
|
|
118
|
|
|
132
|
|
||
Accrued interest
|
|
39
|
|
|
69
|
|
||
Short-term debt and current maturities of long-term debt (Note 17)
|
|
65
|
|
|
3
|
|
||
Total current liabilities
|
|
3,197
|
|
|
2,773
|
|
||
Long-term debt, less unamortized discount and debt issuance costs (Note 17)
|
|
2,316
|
|
|
2,700
|
|
||
Employee benefits (Note 18)
|
|
980
|
|
|
759
|
|
||
Deferred income tax liabilities (Note 11)
|
|
14
|
|
|
6
|
|
||
Deferred credits and other noncurrent liabilities
|
|
272
|
|
|
303
|
|
||
Total liabilities
|
|
6,779
|
|
|
6,541
|
|
||
Contingencies and commitments (Note 26)
|
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
|
||||
Common stock issued — 177,386,430 and 176,424,554 shares issued (par value $1 per share, authorized 400,000,000 shares) (Note 8)
|
|
177
|
|
|
176
|
|
||
Treasury stock, at cost (2,857,578 shares and 1,203,344 shares)
|
|
(78
|
)
|
|
(76
|
)
|
||
Additional paid-in capital
|
|
3,917
|
|
|
3,932
|
|
||
Retained earnings
|
|
1,212
|
|
|
133
|
|
||
Accumulated other comprehensive loss (Note 21)
|
|
(1,026
|
)
|
|
(845
|
)
|
||
Total United States Steel Corporation stockholders’ equity
|
|
4,202
|
|
|
3,320
|
|
||
Noncontrolling interests
|
|
1
|
|
|
1
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
10,982
|
|
|
$
|
9,862
|
|
|
|
Year Ended December 31,
|
||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net earnings (loss)
|
|
$
|
1,115
|
|
|
$
|
387
|
|
|
$
|
(440
|
)
|
Adjustments to reconcile net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization (Notes 13 and 14)
|
|
521
|
|
|
501
|
|
|
507
|
|
|||
Impairment of intangible assets (Note 14)
|
|
—
|
|
|
—
|
|
|
14
|
|
|||
Gain associated with retained interest in U. S. Steel Canada Inc. (Note 5)
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|||
Gain on equity investee transactions
|
|
(38
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Restructuring and other charges (Note 25)
|
|
—
|
|
|
31
|
|
|
122
|
|
|||
Loss on debt extinguishment (Note 17)
|
|
98
|
|
|
54
|
|
|
22
|
|
|||
Provision for doubtful accounts
|
|
4
|
|
|
1
|
|
|
—
|
|
|||
Pensions and other post-employment benefits
|
|
77
|
|
|
(16
|
)
|
|
(62
|
)
|
|||
Deferred income taxes (Note 11)
|
|
(329
|
)
|
|
(72
|
)
|
|
9
|
|
|||
Net (gain) loss on disposal of assets
|
|
(6
|
)
|
|
(5
|
)
|
|
5
|
|
|||
Equity investees earnings, net of distributions received
|
|
(47
|
)
|
|
(32
|
)
|
|
(89
|
)
|
|||
Changes in:
|
|
|
|
|
|
|
||||||
Current receivables
|
|
(312
|
)
|
|
(36
|
)
|
|
(182
|
)
|
|||
Inventories
|
|
(374
|
)
|
|
(117
|
)
|
|
491
|
|
|||
Current accounts payable and accrued expenses
|
|
282
|
|
|
225
|
|
|
287
|
|
|||
Income taxes receivable/payable
|
|
(8
|
)
|
|
(52
|
)
|
|
10
|
|
|||
Bank checks outstanding
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|||
All other, net
|
|
(46
|
)
|
|
33
|
|
|
60
|
|
|||
Net cash provided by operating activities
|
|
938
|
|
|
826
|
|
|
754
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(1,001
|
)
|
|
(505
|
)
|
|
(306
|
)
|
|||
Disposal of assets
|
|
10
|
|
|
5
|
|
|
12
|
|
|||
Proceeds from sale of ownership interests in equity investees
|
|
30
|
|
|
116
|
|
|
—
|
|
|||
Investments, net
|
|
(2
|
)
|
|
(2
|
)
|
|
(21
|
)
|
|||
Net cash used in investing activities
|
|
(963
|
)
|
|
(386
|
)
|
|
(315
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Revolving credit facilities - borrowings, net
|
|
228
|
|
|
—
|
|
|
—
|
|
|||
Issuance of long-term debt, net of financing costs (Note 17)
|
|
640
|
|
|
737
|
|
|
958
|
|
|||
Repayment of long-term debt (Note 17)
|
|
(1,299
|
)
|
|
(1,127
|
)
|
|
(1,093
|
)
|
|||
Settlement of contingent consideration
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|||
Net proceeds from public offering of common stock (Note 27)
|
|
—
|
|
|
—
|
|
|
482
|
|
|||
Common stock repurchased (Note 27)
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|||
Receipts from exercise of stock options (Note 15)
|
|
35
|
|
|
20
|
|
|
35
|
|
|||
Taxes paid for equity compensation plans (Note 15)
|
|
(8
|
)
|
|
(10
|
)
|
|
(4
|
)
|
|||
Dividends paid
|
|
(36
|
)
|
|
(35
|
)
|
|
(31
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(515
|
)
|
|
(415
|
)
|
|
332
|
|
|||
Effect of exchange rate changes on cash
|
|
(17
|
)
|
|
17
|
|
|
(8
|
)
|
|||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
|
(557
|
)
|
|
42
|
|
|
763
|
|
|||
Cash, cash equivalents and restricted cash at beginning of year
|
|
1,597
|
|
|
1,555
|
|
|
792
|
|
|||
Cash, cash equivalents and restricted cash at end of year
|
|
$
|
1,040
|
|
|
$
|
1,597
|
|
|
$
|
1,555
|
|
|
|
Dollars in Millions
|
|
Shares in Thousands
|
|||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
$
|
176
|
|
|
$
|
176
|
|
|
$
|
151
|
|
|
176,425
|
|
|
176,425
|
|
|
150,926
|
|
Common stock issued
|
|
1
|
|
|
—
|
|
|
25
|
|
|
961
|
|
|
—
|
|
|
25,499
|
|
|||
Balance at end of year
|
|
$
|
177
|
|
|
$
|
176
|
|
|
$
|
176
|
|
|
177,386
|
|
|
176,425
|
|
|
176,425
|
|
Treasury stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
$
|
(76
|
)
|
|
$
|
(182
|
)
|
|
$
|
(339
|
)
|
|
(1,203
|
)
|
|
(2,614
|
)
|
|
(4,645
|
)
|
Common stock repurchased
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
(2,760
|
)
|
|
—
|
|
|
—
|
|
|||
Common stock reissued for employee/non-employee director stock plans
|
|
73
|
|
|
106
|
|
|
157
|
|
|
1,105
|
|
|
1,411
|
|
|
2,031
|
|
|||
Balance at end of year
|
|
$
|
(78
|
)
|
|
$
|
(76
|
)
|
|
$
|
(182
|
)
|
|
(2,858
|
)
|
|
(1,203
|
)
|
|
(2,614
|
)
|
Additional paid-in capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at beginning of year
|
|
$
|
3,932
|
|
|
$
|
4,027
|
|
|
$
|
3,603
|
|
|
|
|
|
|
|
|||
Common stock issued
|
|
—
|
|
|
—
|
|
|
557
|
|
|
|
|
|
|
|
||||||
Dividends on common stock
|
|
—
|
|
|
(26
|
)
|
|
(31
|
)
|
|
|
|
|
|
|
||||||
Employee stock plans
|
|
(15
|
)
|
|
(69
|
)
|
|
(102
|
)
|
|
|
|
|
|
|
||||||
Balance at end of year
|
|
$
|
3,917
|
|
|
$
|
3,932
|
|
|
$
|
4,027
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income (Loss)
|
||||||||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Retained earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
133
|
|
|
$
|
(250
|
)
|
|
$
|
190
|
|
|
|
|
|
|
|
||||||
Net earnings (loss) attributable to United States Steel Corporation
|
|
1,115
|
|
|
387
|
|
|
(440
|
)
|
|
$
|
1,115
|
|
|
$
|
387
|
|
|
$
|
(440
|
)
|
|||
Dividends on common stock
|
|
(36
|
)
|
|
(9
|
)
|
|
—
|
|
|
|
|
|
|
|
|||||||||
Other
|
|
—
|
|
|
5
|
|
|
—
|
|
|
|
|
|
|
|
|||||||||
Balance at end of year
|
|
$
|
1,212
|
|
|
$
|
133
|
|
|
$
|
(250
|
)
|
|
|
|
|
|
|
||||||
Accumulated other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pension and other benefit adjustments (Note 18)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
(1,309
|
)
|
|
$
|
(1,771
|
)
|
|
$
|
(1,479
|
)
|
|
|
|
|
|
|
||||||
Changes during year, net of taxes
|
|
(108
|
)
|
|
454
|
|
|
(288
|
)
|
|
(108
|
)
|
|
454
|
|
|
(288
|
)
|
||||||
Changes during year, equity investee net of taxes
|
|
1
|
|
|
8
|
|
|
(4
|
)
|
|
1
|
|
|
8
|
|
|
(4
|
)
|
||||||
Balance at end of year
|
|
$
|
(1,416
|
)
|
|
$
|
(1,309
|
)
|
|
$
|
(1,771
|
)
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
463
|
|
|
$
|
274
|
|
|
$
|
312
|
|
|
|
|
|
|
|
||||||
Changes during year, net of taxes
|
|
(60
|
)
|
|
189
|
|
|
(38
|
)
|
|
(60
|
)
|
|
189
|
|
|
(38
|
)
|
||||||
Balance at end of year
|
|
$
|
403
|
|
|
$
|
463
|
|
|
$
|
274
|
|
|
|
|
|
|
|
||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
|
|
|
|
|
||||||
Changes during year, net of taxes
|
|
(14
|
)
|
|
1
|
|
|
2
|
|
|
(14
|
)
|
|
1
|
|
|
2
|
|
||||||
Balance at end of year
|
|
$
|
(13
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Total balances at end of year
|
|
$
|
(1,026
|
)
|
|
$
|
(845
|
)
|
|
$
|
(1,497
|
)
|
|
|
|
|
|
|
||||||
Total stockholders’ equity
|
|
$
|
4,202
|
|
|
$
|
3,320
|
|
|
$
|
2,274
|
|
|
|
|
|
|
|
||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at end of year
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
||||||
Total comprehensive (income) loss
|
|
|
|
|
|
|
|
$
|
934
|
|
|
$
|
1,039
|
|
|
$
|
(768
|
)
|
|
(In millions)
|
||
Remaining Useful Life of Assets
|
Net Book Value at December 31, 2016
|
||
Under 5 years
|
$
|
597
|
|
6-10 years
|
629
|
|
|
11-15 years
|
765
|
|
|
16-20 years
|
654
|
|
|
21-25 years
|
363
|
|
|
Over 25 years
|
479
|
|
|
Assets not subject to depreciation
|
492
|
|
|
Total
|
$
|
3,979
|
|
|
Year Ended December 31, 2017
|
|||||||||||
Statement of Operations
(In millions)
|
|
As Revised
|
|
Previously Reported
|
|
Effect of Change Higher/(Lower)
|
||||||
Cost of Sales
|
|
$
|
10,858
|
|
|
$
|
10,864
|
|
|
$
|
(6
|
)
|
Selling, general and administrative expenses
|
|
320
|
|
|
375
|
|
|
(55
|
)
|
|||
Net periodic benefit cost (other than service cost)
|
|
61
|
|
|
—
|
|
|
61
|
|
|
Year Ended December 31, 2016
|
|||||||||||
Statement of Operations
(In millions)
|
|
As Revised
|
|
Previously Reported
|
|
Effect of Change Higher/(Lower)
|
||||||
Cost of Sales
|
|
$
|
9,608
|
|
|
$
|
9,623
|
|
|
$
|
(15
|
)
|
Selling, general and administrative expenses
|
|
306
|
|
|
255
|
|
|
51
|
|
|||
Net periodic benefit cost (other than service cost)
|
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
(In millions)
|
|
Customer
Sales |
|
Intersegment
Sales |
|
Net
Sales |
|
Earnings
(loss) from investees |
|
Earnings (Loss) before Interest and Income Taxes
|
|
Depreciation,
depletion & amortization |
|
Capital
expenditures |
||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Flat-Rolled
|
|
$
|
9,681
|
|
|
$
|
231
|
|
|
$
|
9,912
|
|
|
$
|
54
|
|
|
$
|
883
|
|
|
$
|
367
|
|
|
$
|
820
|
|
USSE
|
|
3,205
|
|
|
23
|
|
|
3,228
|
|
|
—
|
|
|
359
|
|
|
87
|
|
|
104
|
|
|||||||
Tubular
|
|
1,231
|
|
|
5
|
|
|
1,236
|
|
|
7
|
|
|
(58
|
)
|
|
47
|
|
|
45
|
|
|||||||
Total reportable segments
|
|
14,117
|
|
|
259
|
|
|
14,376
|
|
|
61
|
|
|
1,184
|
|
|
501
|
|
|
969
|
|
|||||||
Other Businesses
|
|
61
|
|
|
125
|
|
|
186
|
|
|
—
|
|
|
55
|
|
|
20
|
|
|
32
|
|
|||||||
Reconciling Items and Eliminations
|
|
—
|
|
|
(384
|
)
|
|
(384
|
)
|
|
—
|
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
14,178
|
|
|
$
|
—
|
|
|
$
|
14,178
|
|
|
$
|
61
|
|
|
$
|
1,124
|
|
|
$
|
521
|
|
|
$
|
1,001
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Flat-Rolled
|
|
$
|
8,297
|
|
|
$
|
194
|
|
|
$
|
8,491
|
|
|
$
|
38
|
|
|
$
|
375
|
|
|
$
|
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
|
|
|
603
|
|
|
479
|
|
|
499
|
|
|||||||
Other Businesses
|
|
60
|
|
|
119
|
|
|
179
|
|
|
(2
|
)
|
|
44
|
|
|
22
|
|
|
6
|
|
|||||||
Reconciling Items and Eliminations
|
|
—
|
|
|
(339
|
)
|
|
(339
|
)
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
12,250
|
|
|
$
|
—
|
|
|
$
|
12,250
|
|
|
$
|
44
|
|
|
$
|
669
|
|
|
$
|
501
|
|
|
$
|
505
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Flat-Rolled
|
|
$
|
7,507
|
|
|
$
|
25
|
|
|
$
|
7,532
|
|
|
$
|
106
|
|
|
$
|
22
|
|
|
$
|
349
|
|
|
$
|
111
|
|
USSE
|
|
2,243
|
|
|
3
|
|
|
2,246
|
|
|
—
|
|
|
185
|
|
|
80
|
|
|
83
|
|
|||||||
Tubular
|
|
449
|
|
|
2
|
|
|
451
|
|
|
6
|
|
|
(303
|
)
|
|
68
|
|
|
88
|
|
|||||||
Total reportable segments
|
|
10,199
|
|
|
30
|
|
|
10,229
|
|
|
112
|
|
|
(96
|
)
|
|
497
|
|
|
282
|
|
|||||||
Other Businesses
|
|
62
|
|
|
107
|
|
|
169
|
|
|
(2
|
)
|
|
63
|
|
|
10
|
|
|
24
|
|
|||||||
Reconciling Items and Eliminations
|
|
—
|
|
|
(137
|
)
|
|
(137
|
)
|
|
(12
|
)
|
|
(168
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
10,261
|
|
|
$
|
—
|
|
|
$
|
10,261
|
|
|
$
|
98
|
|
|
$
|
(201
|
)
|
|
$
|
507
|
|
|
$
|
306
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Flat-Rolled
(a)
|
|
$
|
6,977
|
|
|
$
|
5,823
|
|
USSE
(a)
|
|
5,607
|
|
|
5,423
|
|
||
Tubular
|
|
1,076
|
|
|
1,076
|
|
||
Total reportable segments
|
|
$
|
13,660
|
|
|
$
|
12,322
|
|
Other Businesses
|
|
$
|
329
|
|
|
$
|
344
|
|
Corporate, reconciling items, and eliminations
(b)
|
|
(3,007
|
)
|
|
(2,804
|
)
|
||
Total assets
|
|
$
|
10,982
|
|
|
$
|
9,862
|
|
(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)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Items not allocated to segments:
|
|
|
|
|
|
|
||||||
United Steelworkers labor agreement signing bonus and related costs (Note 28)
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|||
Granite City Works restart and related costs
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on shutdown of certain tubular pipe mill assets
(a)
|
|
—
|
|
|
(35
|
)
|
|
(126
|
)
|
|||
Gain associated with U. S. Steel Canada Inc. (Note 5)
|
|
—
|
|
|
72
|
|
|
—
|
|
|||
Restructuring and other charges
(a)
|
|
—
|
|
|
—
|
|
|
2
|
|
|||
Granite City Works temporary idling charges
|
|
8
|
|
|
(17
|
)
|
|
(18
|
)
|
|||
Gain (loss) on equity investee transactions (Note 12)
|
|
38
|
|
|
2
|
|
|
(12
|
)
|
|||
Impairment of intangible assets (Note 14)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||
Total reconciling items
|
|
$
|
(115
|
)
|
|
$
|
22
|
|
|
$
|
(168
|
)
|
(a)
|
Included in Restructuring and other charges on the Consolidated Statements of Operations. See Note 25 to the Consolidated Financial Statements.
|
(In millions)
|
|
Year
|
|
External
Sales |
|
Assets
|
|
||||
North America
|
|
2018
|
|
$
|
10,973
|
|
|
$
|
4,432
|
|
(a)
|
|
|
2017
|
|
9,301
|
|
|
3,831
|
|
(a)
|
||
|
|
2016
|
|
8,018
|
|
|
3,671
|
|
(a)
|
||
Europe
|
|
2018
|
|
3,205
|
|
|
919
|
|
|
||
|
|
2017
|
|
2,949
|
|
|
906
|
|
|
||
|
|
2016
|
|
2,243
|
|
|
789
|
|
|
||
Other Foreign Countries
|
|
2018
|
|
—
|
|
|
—
|
|
|
||
|
|
2017
|
|
—
|
|
|
—
|
|
|
||
|
|
2016
|
|
—
|
|
|
18
|
|
|
||
Total
|
|
2018
|
|
14,178
|
|
|
5,351
|
|
|
||
|
|
2017
|
|
12,250
|
|
|
4,737
|
|
|
||
|
|
2016
|
|
$
|
10,261
|
|
|
$
|
4,478
|
|
|
(a)
|
Assets with a book value of
$4,432 million
,
$3,817 million
and
$3,670 million
were located in the United States at December 31,
2018
,
2017
and
2016
, respectively.
|
Customer Sales by Product:
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||||||
(In millions)
Year Ended December 31, 2018
|
|
Flat-Rolled
|
USSE
|
Tubular
|
Other Businesses
|
Total
|
||||||||||
Semi-finished
|
|
$
|
156
|
|
$
|
174
|
|
$
|
—
|
|
$
|
—
|
|
$
|
330
|
|
Hot-rolled sheets
|
|
2,816
|
|
1,313
|
|
—
|
|
—
|
|
4,129
|
|
|||||
Cold-rolled sheets
|
|
2,709
|
|
384
|
|
—
|
|
—
|
|
3,093
|
|
|||||
Coated sheets
|
|
3,090
|
|
1,164
|
|
—
|
|
—
|
|
4,254
|
|
|||||
Tubular products
|
|
—
|
|
48
|
|
1,195
|
|
—
|
|
1,243
|
|
|||||
All Other
(a)
|
|
910
|
|
122
|
|
36
|
|
61
|
|
1,129
|
|
|||||
Total
|
|
$
|
9,681
|
|
$
|
3,205
|
|
$
|
1,231
|
|
$
|
61
|
|
$
|
14,178
|
|
|
|
|
|
|
|
|
||||||||||
(In millions)
Year Ended December 31, 2017
|
|
Flat-Rolled
|
USSE
|
Tubular
|
Other Businesses
|
Total
|
||||||||||
Semi-finished
|
|
$
|
72
|
|
$
|
232
|
|
$
|
—
|
|
$
|
—
|
|
$
|
304
|
|
Hot-rolled sheets
|
|
2,045
|
|
1,210
|
|
—
|
|
—
|
|
3,255
|
|
|||||
Cold-rolled sheets
|
|
2,355
|
|
328
|
|
—
|
|
—
|
|
2,683
|
|
|||||
Coated sheets
|
|
2,902
|
|
1,038
|
|
—
|
|
—
|
|
3,940
|
|
|||||
Tubular products
|
|
—
|
|
39
|
|
909
|
|
—
|
|
948
|
|
|||||
All Other
(a)
|
|
923
|
|
102
|
|
35
|
|
60
|
|
1,120
|
|
|||||
Total
|
|
$
|
8,297
|
|
$
|
2,949
|
|
$
|
944
|
|
$
|
60
|
|
$
|
12,250
|
|
|
|
|
|
|
|
|
||||||||||
(In millions)
Year Ended December 31, 2016
|
|
Flat-Rolled
|
USSE
|
Tubular
|
Other Businesses
|
Total
|
||||||||||
Semi-finished
|
|
$
|
6
|
|
$
|
165
|
|
$
|
—
|
|
$
|
—
|
|
$
|
171
|
|
Hot-rolled sheets
|
|
1,495
|
|
907
|
|
—
|
|
—
|
|
2,402
|
|
|||||
Cold-rolled sheets
|
|
2,405
|
|
230
|
|
—
|
|
—
|
|
2,635
|
|
|||||
Coated sheets
|
|
2,932
|
|
834
|
|
—
|
|
—
|
|
3,766
|
|
|||||
Tubular products
|
|
—
|
|
32
|
|
430
|
|
—
|
|
462
|
|
|||||
All Other
(a)
|
|
669
|
|
75
|
|
19
|
|
62
|
|
825
|
|
|||||
Total
|
|
$
|
7,507
|
|
$
|
2,243
|
|
$
|
449
|
|
$
|
62
|
|
$
|
10,261
|
|
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
(23
|
)
|
|
$
|
(17
|
)
|
|
$
|
(5
|
)
|
Interest expense and other financial costs:
|
|
|
|
|
|
|
||||||
Interest incurred
|
|
175
|
|
|
229
|
|
|
234
|
|
|||
Less interest capitalized
|
|
7
|
|
|
3
|
|
|
4
|
|
|||
Total interest expense
|
|
168
|
|
|
226
|
|
|
230
|
|
|||
Loss on debt extinguishment
(a)
|
|
98
|
|
|
54
|
|
|
22
|
|
|||
Net periodic benefit costs (other than service cost)
(b)
|
|
69
|
|
|
61
|
|
|
(36
|
)
|
|||
Foreign currency net (gain) loss
(c)
|
|
(19
|
)
|
|
23
|
|
|
(14
|
)
|
|||
Financial costs on:
|
|
|
|
|
|
|
||||||
Amended Credit Agreement
|
|
5
|
|
|
6
|
|
|
6
|
|
|||
USSK credit facilities
|
|
3
|
|
|
3
|
|
|
3
|
|
|||
Other
|
|
3
|
|
|
2
|
|
|
—
|
|
|||
Amortization of discounts and deferred financing costs
|
|
8
|
|
|
10
|
|
|
9
|
|
|||
Total other financial costs
|
|
—
|
|
|
44
|
|
|
4
|
|
|||
Net interest and other financial costs
|
|
$
|
312
|
|
|
$
|
368
|
|
|
$
|
215
|
|
(a)
|
Represents a net pretax charge of a
$98 million
during 2018 related to the retirement of our 2020 Senior Notes and 2021 Senior Secured Notes, 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, and 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.
|
(b)
|
Represents postretirement benefit expense as a result of the adoption of Accounting Standards Update 2017-07,
Compensation - Retirement Benefits
on January 1, 2018. See Note 3 to the Consolidated Financial Statements.
|
(c)
|
The functional currency for USSE is the euro. Foreign currency net (gain) loss is a result of transactions denominated in currencies other than the euro.
|
(Dollars in millions, except per share amounts)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net earnings (loss) attributable to United States Steel Corporation stockholders
|
|
$
|
1,115
|
|
|
$
|
387
|
|
|
$
|
(440
|
)
|
Weighted-average shares outstanding (in thousands):
|
|
|
|
|
|
|
||||||
Basic
|
|
176,633
|
|
|
174,793
|
|
|
156,673
|
|
|||
Effect of stock options, restricted stock units and performance awards
|
|
1,828
|
|
|
1,727
|
|
|
—
|
|
|||
Adjusted weighted-average shares outstanding, diluted
|
|
178,461
|
|
|
176,520
|
|
|
156,673
|
|
|||
Basic earnings (loss) per common share
|
|
$
|
6.31
|
|
|
$
|
2.21
|
|
|
$
|
(2.81
|
)
|
Diluted earnings (loss) per common share
|
|
$
|
6.25
|
|
|
$
|
2.19
|
|
|
$
|
(2.81
|
)
|
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Securities granted under the 2005 Stock Incentive Plan
|
|
$
|
1,631
|
|
|
$
|
1,579
|
|
|
$
|
8,820
|
|
|
|
December 31,
|
||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents
|
|
$
|
1,000
|
|
|
$
|
1,553
|
|
|
$
|
1,515
|
|
Restricted cash in other current assets
|
|
3
|
|
|
6
|
|
|
—
|
|
|||
Restricted cash in other noncurrent assets
|
|
37
|
|
|
38
|
|
|
40
|
|
|||
Total cash, cash equivalents and restricted cash
|
|
$
|
1,040
|
|
|
$
|
1,597
|
|
|
$
|
1,555
|
|
(In millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Raw materials
|
|
$
|
605
|
|
|
$
|
527
|
|
Semi-finished products
|
|
1,021
|
|
|
796
|
|
||
Finished products
|
|
404
|
|
|
356
|
|
||
Supplies and sundry items
|
|
62
|
|
|
59
|
|
||
Total
|
|
$
|
2,092
|
|
|
$
|
1,738
|
|
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
|
$
|
434
|
|
|
$
|
75
|
|
|
$
|
(588
|
)
|
Foreign
|
|
378
|
|
|
226
|
|
|
172
|
|
|||
Earnings (loss) before income taxes
|
|
$
|
812
|
|
|
$
|
301
|
|
|
$
|
(416
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
(In millions)
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
Federal
|
|
$
|
(40
|
)
|
|
$
|
(283
|
)
|
|
$
|
(323
|
)
|
|
$
|
(66
|
)
|
|
$
|
(81
|
)
|
|
$
|
(147
|
)
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
State and local
|
|
2
|
|
|
(58
|
)
|
|
(56
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||||
Foreign
|
|
64
|
|
|
12
|
|
|
76
|
|
|
53
|
|
|
9
|
|
|
62
|
|
|
32
|
|
|
9
|
|
|
41
|
|
|||||||||
Total
|
|
$
|
26
|
|
|
$
|
(329
|
)
|
|
$
|
(303
|
)
|
|
$
|
(14
|
)
|
|
$
|
(72
|
)
|
|
$
|
(86
|
)
|
|
$
|
15
|
|
|
$
|
9
|
|
|
$
|
24
|
|
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Statutory rate applied to earnings (loss) before income taxes
|
|
$
|
171
|
|
|
$
|
105
|
|
|
$
|
(146
|
)
|
Valuation allowance
|
|
(412
|
)
|
|
36
|
|
|
252
|
|
|||
Excess percentage depletion
|
|
(48
|
)
|
|
(68
|
)
|
|
(49
|
)
|
|||
State and local income taxes after federal income tax effects
|
|
8
|
|
|
(28
|
)
|
|
(20
|
)
|
|||
Effects of foreign operations
|
|
74
|
|
|
62
|
|
|
42
|
|
|||
U.S. impact of foreign operations
|
|
(21
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Tax credits
|
|
(71
|
)
|
|
(56
|
)
|
|
(39
|
)
|
|||
Effect of tax reform
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|||
Alternative minimum tax credit refund
|
|
—
|
|
|
(48
|
)
|
|
(18
|
)
|
|||
Other
|
|
(4
|
)
|
|
(2
|
)
|
|
8
|
|
|||
Total (benefit) provision
|
|
$
|
(303
|
)
|
|
$
|
(86
|
)
|
|
$
|
24
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Federal tax loss carryforwards (expiring in 2035 through 2036)
|
|
$
|
220
|
|
|
$
|
394
|
|
Federal capital loss carryforwards (expiring 2021)
|
|
33
|
|
|
36
|
|
||
State tax credit carryforwards (expiring in 2019 through 2027)
|
|
16
|
|
|
14
|
|
||
State tax loss carryforwards (expiring in 2019 through 2038)
|
|
137
|
|
|
155
|
|
||
Minimum tax credit carryforwards
|
|
38
|
|
|
76
|
|
||
General business credit carryforwards (expiring in 2027 through 2038)
|
|
85
|
|
|
86
|
|
||
Foreign tax loss and credit carryforwards (expiring in 2024 through 2028)
|
|
173
|
|
|
102
|
|
||
Employee benefits
|
|
337
|
|
|
266
|
|
||
Contingencies and accrued liabilities
|
|
62
|
|
|
70
|
|
||
Investments in subsidiaries and equity investees
|
|
59
|
|
|
33
|
|
||
Other temporary differences
|
|
26
|
|
|
1
|
|
||
Valuation allowance
|
|
(214
|
)
|
|
(608
|
)
|
||
Total deferred tax assets
|
|
972
|
|
|
625
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
468
|
|
|
516
|
|
||
Inventory
|
|
22
|
|
|
6
|
|
||
Receivables, payables and debt
|
|
33
|
|
|
14
|
|
||
Indefinite-lived intangible assets
|
|
18
|
|
|
18
|
|
||
Other temporary differences
|
|
—
|
|
|
21
|
|
||
Total deferred tax liabilities
|
|
541
|
|
|
575
|
|
||
Net deferred tax asset
|
|
$
|
431
|
|
|
$
|
50
|
|
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Unrecognized tax benefits, beginning of year
|
|
$
|
42
|
|
|
$
|
72
|
|
|
$
|
74
|
|
Increases – tax positions taken in prior years
|
|
—
|
|
|
1
|
|
|
—
|
|
|||
Decreases – tax positions taken in prior years
|
|
(2
|
)
|
|
(26
|
)
|
|
(4
|
)
|
|||
Increases – current tax positions
|
|
—
|
|
|
—
|
|
|
3
|
|
|||
Settlements
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|||
Lapse of statute of limitations
|
|
(5
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Unrecognized tax benefits, end of year
|
|
$
|
35
|
|
|
$
|
42
|
|
|
$
|
72
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Equity method investments
|
|
$
|
485
|
|
|
$
|
457
|
|
Receivables due after one year, less allowance of $5 and $11
|
|
24
|
|
|
20
|
|
||
Other
|
|
4
|
|
|
3
|
|
||
Total
|
|
$
|
513
|
|
|
$
|
480
|
|
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income data – year ended December 31:
(a)
|
|
|
|
|
|
|
||||||
Net Sales
|
|
$
|
2,193
|
|
|
$
|
2,485
|
|
|
$
|
2,839
|
|
Operating income
|
|
157
|
|
|
132
|
|
|
345
|
|
|||
Net earnings
|
|
134
|
|
|
109
|
|
|
323
|
|
|||
Balance sheet date – December 31:
|
|
|
|
|
|
|
||||||
Current Assets
|
|
$
|
642
|
|
|
$
|
633
|
|
|
$
|
771
|
|
Noncurrent Assets
|
|
853
|
|
|
710
|
|
|
989
|
|
|||
Current liabilities
|
|
348
|
|
|
441
|
|
|
478
|
|
|||
Noncurrent Liabilities
|
|
516
|
|
|
335
|
|
|
506
|
|
(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. We exited Leeds Retail Center, LLC and sold Acero Prime, S.R.L. de CV on May 31, 2018, and October 23, 2018, respectively. The former equity affiliates are included in the income data through the month prior to the date of sale.
|
Investee
|
Country
|
December 31, 2018 Interest
|
|
Chrome Deposit Corporation
|
United States
|
50
|
%
|
Daniel Ross Bridge, LLC
|
United States
|
50
|
%
|
Double G Coatings Company, Inc.
|
United States
|
50
|
%
|
Feralloy Processing Company
|
United States
|
49
|
%
|
Hibbing Development Company
|
United States
|
24.1
|
%
|
Hibbing Taconite Company
(a)
|
United States
|
14.7
|
%
|
Patriot Premium Threading Services, LLC
|
United States
|
50
|
%
|
PRO-TEC Coating Company, LLC
|
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
|
|
2018
|
|
2017
|
|||||
Land and depletable property
|
|
—
|
|
|
$
|
207
|
|
|
$
|
208
|
|
Buildings
|
|
35 years
|
|
|
1,098
|
|
|
1,109
|
|
||
Machinery and equipment
|
|
|
|
|
|
|
|||||
Steel producing
|
|
2-30 years
|
|
|
12,784
|
|
|
12,014
|
|
||
Transportation
|
|
3-40 years
|
|
|
268
|
|
|
239
|
|
||
Other
|
|
5-30 years
|
|
|
123
|
|
|
122
|
|
||
Information technology
|
|
5-6 years
|
|
|
786
|
|
|
782
|
|
||
Assets under capital lease
|
|
5-15 years
|
|
|
36
|
|
|
36
|
|
||
Construction in process
|
|
—
|
|
|
706
|
|
|
576
|
|
||
Total
|
|
|
|
16,008
|
|
|
15,086
|
|
|||
Less accumulated depreciation and depletion
|
|
|
|
11,143
|
|
|
10,806
|
|
|||
Net
|
|
|
|
$
|
4,865
|
|
|
$
|
4,280
|
|
|
|
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||||||||||||
(In millions)
|
|
Useful
Lives |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationships
|
|
22 Years
|
|
$
|
132
|
|
|
$
|
70
|
|
|
$
|
62
|
|
|
$
|
132
|
|
|
$
|
64
|
|
|
$
|
68
|
|
Patents
|
|
10-15 Years
|
|
22
|
|
|
7
|
|
|
15
|
|
|
22
|
|
|
5
|
|
|
17
|
|
||||||
Other
|
|
4-20 Years
|
|
14
|
|
|
8
|
|
|
6
|
|
|
15
|
|
|
8
|
|
|
7
|
|
||||||
Total amortizable intangible assets
|
|
|
|
$
|
168
|
|
|
$
|
85
|
|
|
$
|
83
|
|
|
$
|
169
|
|
|
$
|
77
|
|
|
$
|
92
|
|
|
|
Stock Options
|
|
Restricted Stock Units
|
|
TSR Performance Awards
|
|
ROCE Performance Awards
|
||||
2018 Grants
|
|
—
|
|
|
824,195
|
|
|
79,190
|
|
|
247,510
|
|
2017 Grants
|
|
647,780
|
|
|
348,040
|
|
|
169,850
|
|
|
—
|
|
2016 Grants
|
|
1,333,210
|
|
|
1,120,332
|
|
|
308,130
|
|
|
—
|
|
(In millions, except per share amounts)
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
Stock-based compensation expense recognized:
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
$
|
11
|
|
|
$
|
10
|
|
|
$
|
9
|
|
Selling, general and administrative expenses
|
|
21
|
|
|
17
|
|
|
13
|
|
|||
Decrease in net income
|
|
32
|
|
|
27
|
|
|
22
|
|
|||
Decrease in basic earnings per share
|
|
0.14
|
|
|
0.15
|
|
|
0.14
|
|
|||
Decrease in diluted earnings per share
|
|
0.13
|
|
|
0.15
|
|
|
0.14
|
|
Black-Scholes Assumptions
(a)
|
|
2017 Grants
|
|
2016 Grants
|
||||
Grant date price per share of option award
|
|
$
|
36.94
|
|
|
$
|
14.78
|
|
Exercise price per share of option award
|
|
$
|
36.94
|
|
|
$
|
14.78
|
|
Expected annual dividends per share
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
Expected life in years
|
|
5.0
|
|
|
5.0
|
|
||
Expected volatility
|
|
57
|
%
|
|
53
|
%
|
||
Risk-free interest rate
|
|
2.0
|
%
|
|
1.5
|
%
|
||
Average grant date fair value per share of unvested option awards as calculated from above
|
|
$
|
17.28
|
|
|
$
|
6.24
|
|
|
|
Shares
|
|
Weighted-
Average Exercise Price (per share) |
|
Weighted-
Average Remaining Contractual Term (in years) |
|
Aggregate
Intrinsic Value (in millions) |
|||||
Outstanding at January 1, 2018
|
|
4,612,940
|
|
|
$
|
28.92
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
(1,541,989
|
)
|
|
$
|
22.65
|
|
|
|
|
|
||
Forfeited or expired
|
|
(324,431
|
)
|
|
$
|
72.15
|
|
|
|
|
|
||
Outstanding at December 31, 2018
|
|
2,746,520
|
|
|
$
|
27.73
|
|
|
5.03
|
|
$
|
2
|
|
Exercisable at December 31, 2018
|
|
2,174,000
|
|
|
$
|
28.10
|
|
|
4.32
|
|
$
|
1
|
|
Exercisable and expected to vest at December 31, 2018
|
|
2,640,308
|
|
|
$
|
27.76
|
|
|
4.92
|
|
$
|
2
|
|
Performance Period
|
|
Fair Value
(in millions) |
|
Minimum
Shares |
|
Target
Shares |
|
Maximum
Shares |
|||||
2018 - 2020
|
|
$
|
15
|
|
|
—
|
|
|
313,874
|
|
|
627,748
|
|
2017 - 2019
|
|
$
|
4
|
|
|
—
|
|
|
105,479
|
|
|
210,958
|
|
2016 - 2018
|
|
$
|
2
|
|
|
—
|
|
|
192,332
|
|
|
384,664
|
|
|
|
Restricted
Stock Units |
|
TSR Performance
Awards (a) |
|
ROCE Performance
Awards (a) |
|
Total
|
|
Weighted-
Average Grant-Date Fair Value |
||||||
Nonvested at January 1, 2018
|
|
1,188,746
|
|
|
515,531
|
|
|
—
|
|
|
1,704,277
|
|
|
$
|
21.08
|
|
Granted
|
|
824,195
|
|
|
79,190
|
|
|
247,510
|
|
|
1,150,895
|
|
|
41.65
|
|
|
Vested
|
|
(431,661
|
)
|
|
(150,133
|
)
|
|
—
|
|
|
(581,794
|
)
|
|
24.20
|
|
|
Performance adjustment factor
(b)
|
|
—
|
|
|
(52,557
|
)
|
|
—
|
|
|
(52,557
|
)
|
|
24.95
|
|
|
Forfeited or expired
|
|
(85,008
|
)
|
|
(16,244
|
)
|
|
(11,612
|
)
|
|
(112,864
|
)
|
|
28.99
|
|
|
Nonvested at December 31, 2018
|
|
1,496,272
|
|
|
375,787
|
|
|
235,898
|
|
|
2,107,957
|
|
|
$
|
30.92
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Number of awards granted
|
|
1,150,895
|
|
|
517,890
|
|
|
1,428,462
|
|
|||
Weighted-average grant-date fair value per share
|
|
$
|
41.65
|
|
|
$
|
37.68
|
|
|
$
|
13.39
|
|
Hedge Contracts
|
Classification
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Natural gas (in mmbtus)
|
Commodity purchase swaps
|
|
33,951,016
|
|
|
22,049,500
|
|
||
Tin (in metric tons)
|
Commodity purchase swaps
|
|
585
|
|
|
80
|
|
||
Zinc (in metric tons)
|
Commodity purchase swaps
|
|
3,471
|
|
|
4,179
|
|
||
Hot-rolled coils (in tons)
|
Sales swaps
|
|
9,000
|
|
|
38,000
|
|
||
Iron ore pellets (in metric tons)
|
Sales swaps
|
|
—
|
|
|
40,000
|
|
||
Foreign currency (in millions of euros)
|
Foreign exchange forwards
|
|
€
|
286
|
|
|
€
|
234
|
|
Foreign currency (in millions of CAD)
|
Foreign exchange forwards
|
|
C$
|
50
|
|
|
C$
|
—
|
|
(In millions) Designated as Hedging Instruments
|
Balance Sheet Location
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Sales swaps
|
Accounts payable
|
|
$
|
1
|
|
|
$
|
—
|
|
Commodity purchase swaps
|
Accounts receivable
|
|
2
|
|
|
4
|
|
||
Commodity purchase swaps
|
Accounts payable
|
|
17
|
|
|
2
|
|
||
Commodity purchase swaps
|
Investments and long-term receivables
|
|
—
|
|
|
1
|
|
||
Commodity purchase swaps
|
Other long-term liabilities
|
|
1
|
|
|
1
|
|
||
Foreign exchange forwards
|
Accounts payable
|
|
1
|
|
|
—
|
|
||
Foreign exchange forwards
|
Other long-term liabilities
|
|
1
|
|
|
—
|
|
||
|
|
|
|
|
|
||||
Not Designated as Hedging Instruments
|
|
|
|
|
|
||||
Sales swaps
|
Accounts payable
|
|
—
|
|
|
2
|
|
||
Commodity purchase swaps
|
Accounts payable
|
|
—
|
|
|
1
|
|
||
Foreign exchange forwards
|
Accounts receivable
|
|
12
|
|
|
11
|
|
|
|
Gain (Loss) on Derivatives in AOCI
|
|
|
|
Amount of Gain (Loss) Recognized in Income
|
||||||||||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
|
Location of Reclassification from AOCI
(a)
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Sales swaps
(b)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Net sales
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity purchase swaps
|
|
(15
|
)
|
|
1
|
|
|
2
|
|
|
Cost of sales
(c)
|
|
(8
|
)
|
|
(2
|
)
|
|
13
|
|
||||||
Foreign exchange forwards
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
Cost of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
Interest
Rates % |
|
Maturity
|
|
2018
|
|
2017
|
||||
2037 Senior Notes
|
|
6.650
|
|
2037
|
|
$
|
350
|
|
|
$
|
350
|
|
2026 Senior Notes
|
|
6.250
|
|
2026
|
|
650
|
|
|
—
|
|
||
2025 Senior Notes
|
|
6.875
|
|
2025
|
|
750
|
|
|
750
|
|
||
2021 Senior Secured Notes
|
|
8.375
|
|
2021
|
|
—
|
|
|
780
|
|
||
2020 Senior Notes
|
|
7.375
|
|
2020
|
|
—
|
|
|
432
|
|
||
Environmental Revenue Bonds
|
|
5.750 - 6.875
|
|
2019 - 2042
|
|
400
|
|
|
400
|
|
||
Fairfield Caster Lease
|
|
|
|
2022
|
|
22
|
|
|
24
|
|
||
Other capital leases and all other obligations
|
|
|
|
2019
|
|
6
|
|
|
1
|
|
||
Fourth Amended and Restated Credit Agreement
|
|
Variable
|
|
2023
|
|
—
|
|
|
—
|
|
||
USSK Credit Agreement
|
|
Variable
|
|
2023
|
|
229
|
|
|
—
|
|
||
USSK credit facilities
|
|
Variable
|
|
2021
|
|
—
|
|
|
—
|
|
||
Total debt
|
|
|
|
|
|
2,407
|
|
|
2,737
|
|
||
Less unamortized discount and debt issuance costs
|
|
|
|
|
|
26
|
|
|
34
|
|
||
Less short-term debt and long-term debt due within one year
|
|
|
|
|
|
65
|
|
|
3
|
|
||
Long-term debt
|
|
|
|
|
|
$
|
2,316
|
|
|
$
|
2,700
|
|
Year
|
Redemption Price
|
|
2021
|
103.125
|
%
|
2022
|
101.563
|
%
|
2023 and thereafter
|
100.000
|
%
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Later
Years |
|
Total
|
||||||||||||||
$
|
65
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
10
|
|
|
$
|
229
|
|
|
$
|
2,095
|
|
|
$
|
2,407
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in benefit obligations
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligations at January 1
|
|
$
|
6,107
|
|
|
$
|
6,214
|
|
|
$
|
2,379
|
|
|
$
|
2,432
|
|
Service cost
|
|
49
|
|
|
50
|
|
|
17
|
|
|
17
|
|
||||
Interest cost
|
|
233
|
|
|
235
|
|
|
92
|
|
|
94
|
|
||||
Plan amendments
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actuarial (gains) losses
|
|
(223
|
)
|
|
214
|
|
|
(185
|
)
|
|
8
|
|
||||
Exchange rate loss
|
|
(3
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Settlements, curtailments and termination benefits
|
|
(18
|
)
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(545
|
)
|
|
(598
|
)
|
|
(182
|
)
|
|
(172
|
)
|
||||
Benefit obligations at December 31
|
|
$
|
5,626
|
|
|
$
|
6,107
|
|
|
$
|
2,121
|
|
|
$
|
2,379
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan at January 1
|
|
$
|
5,732
|
|
|
$
|
5,482
|
|
|
$
|
2,042
|
|
|
$
|
1,984
|
|
Actual return on plan assets
|
|
(228
|
)
|
|
773
|
|
|
(49
|
)
|
|
171
|
|
||||
Employer contributions
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid from plan assets
|
|
(544
|
)
|
|
(598
|
)
|
|
(133
|
)
|
|
(113
|
)
|
||||
Fair value of plan assets at December 31
|
|
$
|
4,960
|
|
|
$
|
5,732
|
|
|
$
|
1,860
|
|
|
$
|
2,042
|
|
Funded status of plans at December 31
|
|
(666
|
)
|
|
(375
|
)
|
|
(261
|
)
|
|
(337
|
)
|
|
|
|
|
2018
|
|
|
||||||||||
(In millions)
|
|
12/31/2017
|
|
Amortization
|
|
Activity
|
|
12/31/2018
|
||||||||
Pensions
|
|
|
|
|
||||||||||||
Prior Service Cost
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
18
|
|
Actuarial Losses
|
|
2,238
|
|
|
(152
|
)
|
|
356
|
|
|
2,442
|
|
||||
Other Benefits
|
|
|
|
|
|
|
|
|
||||||||
Prior Service Cost
|
|
(51
|
)
|
|
(29
|
)
|
|
—
|
|
|
(80
|
)
|
||||
Actuarial Losses
|
|
41
|
|
|
(4
|
)
|
|
(54
|
)
|
|
(17
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Current liabilities
|
|
(2
|
)
|
|
(4
|
)
|
|
(52
|
)
|
|
(59
|
)
|
||||
Noncurrent liabilities
|
|
(664
|
)
|
|
(371
|
)
|
|
(209
|
)
|
|
(278
|
)
|
||||
Accumulated other comprehensive loss
(a)
|
|
2,460
|
|
|
2,230
|
|
|
(97
|
)
|
|
(10
|
)
|
||||
Net amount recognized
|
|
$
|
1,794
|
|
|
$
|
1,855
|
|
|
$
|
(358
|
)
|
|
$
|
(347
|
)
|
(a)
|
Accumulated other comprehensive loss effects associated with accounting for pensions and other benefits in accordance with ASC Topic 715 at December 31,
2018
and December 31,
2017
, respectively, are reflected net of tax of
$991 million
and
$958 million
respectively, on the Consolidated Statements of Stockholders’ Equity.
|
|
|
December 31,
|
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
||||
Aggregate accumulated benefit obligations (ABO)
|
|
$
|
(5,454
|
)
|
|
$
|
(5,937
|
)
|
Aggregate projected benefit obligations (PBO)
|
|
(5,626
|
)
|
|
(6,107
|
)
|
||
Aggregate fair value of plan assets
|
|
4,960
|
|
|
5,732
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
49
|
|
|
$
|
50
|
|
|
$
|
54
|
|
|
$
|
17
|
|
|
$
|
17
|
|
|
$
|
20
|
|
Interest cost
|
|
233
|
|
|
235
|
|
|
258
|
|
|
92
|
|
|
94
|
|
|
98
|
|
||||||
Expected return on plan assets
|
|
(361
|
)
|
|
(390
|
)
|
|
(422
|
)
|
|
(82
|
)
|
|
(65
|
)
|
|
(151
|
)
|
||||||
Amortization - prior service costs
|
|
—
|
|
|
—
|
|
|
11
|
|
|
29
|
|
|
29
|
|
|
26
|
|
||||||
- actuarial losses
|
|
152
|
|
|
148
|
|
|
129
|
|
|
4
|
|
|
3
|
|
|
3
|
|
||||||
Net periodic benefit cost (benefit), excluding below
|
|
73
|
|
|
43
|
|
|
30
|
|
|
60
|
|
|
78
|
|
|
(4
|
)
|
||||||
Multiemployer plans
(a)
|
|
60
|
|
|
59
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement, termination and curtailment losses/(gains)
|
|
10
|
|
|
7
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Net periodic benefit cost (benefit)
|
|
$
|
143
|
|
|
$
|
109
|
|
|
$
|
106
|
|
|
$
|
60
|
|
|
$
|
78
|
|
|
$
|
(5
|
)
|
(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 2019
|
|
Other Benefits 2019
|
||||
Amortization of actuarial loss
|
|
$
|
131
|
|
|
$
|
3
|
|
Amortization of prior service cost
|
|
2
|
|
|
29
|
|
||
Total recognized from accumulated other comprehensive income
|
|
$
|
133
|
|
|
$
|
32
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
|
2018
|
2017
|
|
2018
|
2017
|
||||||
|
|
U.S. and Europe
|
|
U.S. and Europe
|
|
U.S.
|
|
U.S.
|
||||
Actuarial assumptions used to determine benefit obligations at December 31:
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
4.41
|
%
|
|
4.00
|
%
|
|
4.47
|
%
|
|
4.03
|
%
|
Increase in compensation rate
|
|
2.60
|
%
|
|
2.60
|
%
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension Benefits
|
|||||||
|
|
2018
|
2017
|
|
2016
|
||||
|
|
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
|
%
|
|
4.00
|
%
|
|
4.25
|
%
|
Expected annual return on plan assets
|
|
6.85
|
%
|
|
7.25
|
%
|
|
7.50
|
%
|
Increase in compensation rate
|
|
2.60
|
%
|
|
2.60
|
%
|
|
2.60
|
%
|
|
|
Other Benefits
|
|||||||
|
|
2018
|
2017
|
2016
|
|||||
|
|
U.S.
|
|
U.S.
|
|
U.S.
|
|||
Discount rate
|
|
4.03
|
%
|
|
4.00
|
%
|
|
4.25
|
%
|
Expected annual return on plan assets
|
|
4.25
|
%
|
|
3.25
|
%
|
|
7.50
|
%
|
Increase in compensation rate
|
|
N/A
|
|
|
3.50
|
%
|
|
3.50
|
%
|
|
|
2018
|
|
2017
|
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
|
|
2023
|
|
2022
|
(In millions)
|
|
1-Percentage-
Point Increase |
|
1-Percentage-
Point Decrease |
||||
Expected return on plan assets
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension & other benefits costs for 2019
|
|
$
|
(69
|
)
|
|
$
|
69
|
|
Discount rate
|
|
|
|
|
||||
Incremental (decrease) increase in:
|
|
|
|
|
||||
Net periodic pension & other benefits costs for 2019
|
|
$
|
(18
|
)
|
|
$
|
8
|
|
Pension & other benefits liabilities at December 31, 2018
|
|
$
|
(650
|
)
|
|
$
|
770
|
|
Health care cost escalation trend rates
|
|
|
|
|
||||
Incremental increase (decrease) in:
|
|
|
|
|
||||
Other post-employment benefit obligations
|
|
$
|
77
|
|
|
$
|
(66
|
)
|
Service and interest costs components for 2019
|
|
$
|
4
|
|
|
$
|
(3
|
)
|
•
|
Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan 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. & Non U.S.
|
|
Private Equities
|
Equity Securities - U.S. & Non U.S.
|
|
Government Bonds - U.S. & Non U.S.
|
|
Real Estate
|
Exchange-traded Funds
|
|
Mortgage and asset-backed securities
|
|
Mineral Interests
|
Investment Trusts
|
|
|
|
Timberlands
|
|
|
Fair Value Measurements at December 31, 2018 (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
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Securities
(a)
|
|
101
|
|
|
101
|
|
|
—
|
|
|
—
|
|
||||
Corporate & Government Bonds
(b)
|
|
2,143
|
|
|
—
|
|
|
2,143
|
|
|
—
|
|
||||
Mineral Interests
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Timberlands
|
|
294
|
|
|
—
|
|
|
—
|
|
|
294
|
|
||||
Private equities
(c)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Real Estate
(d)
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||
All Other
(e)
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
Total assets in the fair value hierarchy
|
|
$
|
2,596
|
|
|
$
|
122
|
|
|
$
|
2,143
|
|
|
$
|
331
|
|
Investments measured at net asset value
(f)
|
|
2,364
|
|
|
|
|
|
|
|
|||||||
Investments at fair value
|
|
$
|
4,960
|
|
|
|
|
|
|
|
Corporate Bonds – U.S.
|
$
|
933
|
|
Corporate Bonds - Non U.S.
|
149
|
|
|
Government Bonds – U.S.
|
858
|
|
|
Government Bonds - Non U.S.
|
67
|
|
|
Mortgage and asset-backed securities
|
136
|
|
|
Total
|
$
|
2,143
|
|
|
|
Net Asset Value at December 31, 2018
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||||
Private Equity Funds
(a)
|
|
$
|
254
|
|
|
$
|
68
|
|
|
Not redeemable
|
|
NA
|
Real Estate Funds
(a)
|
|
236
|
|
|
93
|
|
|
Not redeemable
|
|
NA
|
||
Commingled Funds
|
|
1,874
|
|
|
NA
|
|
|
NA
|
|
NA
|
||
Investments measured at net asset value
|
|
$
|
2,364
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
Level 3 assets only |
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
340
|
|
|
$
|
357
|
|
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
||
Actual return on plan assets:
|
|
|
|
|
||||
Realized gain
|
|
11
|
|
|
2
|
|
||
Net unrealized loss
|
|
(8
|
)
|
|
(16
|
)
|
||
Purchases, sales, issuances and settlements:
|
|
|
|
|
||||
Sales
|
|
(12
|
)
|
|
(3
|
)
|
||
Balance at end of period
|
|
$
|
331
|
|
|
$
|
340
|
|
|
|
Fair Value Measurements at December 31, 2018 (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
|
|
$
|
42
|
|
|
$
|
42
|
|
|
—
|
|
|
$
|
—
|
|
|
Equity Securities
(a)
|
|
45
|
|
|
45
|
|
|
—
|
|
|
—
|
|
||||
Corporate & Government Bonds
(b)
|
|
1,631
|
|
|
—
|
|
|
1,631
|
|
|
—
|
|
||||
Timberlands
|
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
||||
All Other
(c)
|
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
Total assets in the fair value hierarchy
|
|
$
|
1,766
|
|
|
$
|
100
|
|
|
$
|
1,631
|
|
|
$
|
35
|
|
Investments measured at net asset value
(d)
|
|
94
|
|
|
|
|
|
|
|
|||||||
Investments at fair value
|
|
$
|
1,860
|
|
|
|
|
|
|
|
Corporate Bonds – U.S.
|
|
$
|
1,052
|
|
Corporate Bonds - Non U.S.
|
|
271
|
|
|
Government Bonds – U.S.
|
|
270
|
|
|
Government Bonds - Non U.S.
|
|
8
|
|
|
Mortgage and asset-backed securities
|
|
30
|
|
|
Total
|
|
$
|
1,631
|
|
|
|
Net Asset Value at December 31, 2018
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
||||
Private Equity Funds
(a)
|
|
$
|
61
|
|
|
$
|
10
|
|
|
Not redeemable
|
|
NA
|
Real Estate Funds
(a)
|
|
33
|
|
|
12
|
|
|
Not redeemable
|
|
NA
|
||
Investments measured at net asset value
|
|
$
|
94
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
Level 3 assets only |
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
35
|
|
|
$
|
38
|
|
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
||
Actual return on plan assets:
|
|
|
|
|
||||
Realized gain
|
|
1
|
|
|
—
|
|
||
Net unrealized loss
|
|
(1
|
)
|
|
(2
|
)
|
||
Purchases, sales, issuances and settlements:
|
|
|
|
|
||||
Sales
|
|
—
|
|
|
(1
|
)
|
||
Balance at end of period
|
|
$
|
35
|
|
|
$
|
35
|
|
(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 |
||||
2019
|
|
$
|
498
|
|
|
$
|
164
|
|
2020
|
|
470
|
|
|
184
|
|
||
2021
|
|
453
|
|
|
186
|
|
||
2022
|
|
440
|
|
|
186
|
|
||
2023
|
|
426
|
|
|
185
|
|
||
Years 2024 - 2027
|
|
1,962
|
|
|
755
|
|
|
|
December 31,
|
|
||||||
(In millions)
|
|
2018
|
|
2017
|
|
||||
Balance at beginning of year
|
|
$
|
69
|
|
|
$
|
79
|
|
|
Obligations settled
|
|
(12
|
)
|
|
(8
|
)
|
|
||
Change in estimate of obligations
|
|
—
|
|
|
(6
|
)
|
|
||
Foreign currency translation effects
|
|
—
|
|
|
2
|
|
|
||
Accretion expense
|
|
3
|
|
|
2
|
|
|
||
Balance at end of period
|
|
$
|
60
|
|
|
$
|
69
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(In millions)
|
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(a)
|
|
$
|
2,182
|
|
|
$
|
2,353
|
|
|
$
|
2,851
|
|
|
$
|
2,678
|
|
(In millions)
(a)
|
|
Pension and
Other Benefit
Items
|
|
Foreign
Currency
Items
|
|
Unrealized Gain (Loss) on Derivatives
|
|
Total
|
||||||||
Balance at December 31, 2016
|
|
$
|
(1,771
|
)
|
|
$
|
274
|
|
|
$
|
—
|
|
|
$
|
(1,497
|
)
|
Other comprehensive income before reclassifications
|
|
640
|
|
|
189
|
|
|
5
|
|
|
834
|
|
||||
Amounts reclassified from AOCI
(b)
|
|
(187
|
)
|
|
—
|
|
|
(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
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
41
|
|
|
(60
|
)
|
|
—
|
|
|
(19
|
)
|
||||
Amounts reclassified from AOCI
(b)
|
|
(148
|
)
|
|
—
|
|
|
(14
|
)
|
|
(162
|
)
|
||||
Net current-period other comprehensive loss
|
|
(107
|
)
|
|
(60
|
)
|
|
(14
|
)
|
|
(181
|
)
|
||||
Balance at December 31, 2018
|
|
$
|
(1,416
|
)
|
|
$
|
403
|
|
|
$
|
(13
|
)
|
|
$
|
(1,026
|
)
|
|
|
|
|
Amount reclassified
from AOCI |
||||||||||
(In millions)
(a)
|
|
Details about AOCI components
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
Amortization of pension and other benefit items
|
|
|
|
|
|
|
||||||
|
|
Prior service costs
(a)
|
|
$
|
(29
|
)
|
|
$
|
(29
|
)
|
|
$
|
(37
|
)
|
|
|
Actuarial losses
(a)
|
|
(156
|
)
|
|
(151
|
)
|
|
(132
|
)
|
|||
|
|
Settlements, termination and curtailment losses
(a)
|
|
(10
|
)
|
|
(7
|
)
|
|
(12
|
)
|
|||
|
|
Total pensions and other benefits items
|
|
(195
|
)
|
|
(187
|
)
|
|
(181
|
)
|
|||
|
|
Derivative reclassifications to Consolidated Statements of Operations
|
|
(19
|
)
|
|
(4
|
)
|
|
(18
|
)
|
|||
|
|
Total before tax
|
|
(214
|
)
|
|
(191
|
)
|
|
(199
|
)
|
|||
|
|
Tax benefit
(b)
|
|
52
|
|
|
—
|
|
|
—
|
|
|||
|
|
Net of tax
|
|
$
|
(162
|
)
|
|
$
|
(191
|
)
|
|
$
|
(199
|
)
|
(a)
|
These AOCI components are included in the computation of net periodic benefit cost (see Note 18 for additional details).
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash used in operating activities included:
|
|
|
|
|
|
|
||||||
Interest and other financial costs paid (net of amount capitalized)
|
|
$
|
(207
|
)
|
|
$
|
(242
|
)
|
|
$
|
(193
|
)
|
Income taxes paid
|
|
$
|
(39
|
)
|
|
$
|
(40
|
)
|
|
$
|
(6
|
)
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Change in accrued capital expenditures
|
|
$
|
135
|
|
|
$
|
208
|
|
|
$
|
(110
|
)
|
U. S. Steel common stock issued for employee/non-employee director stock plans
|
|
$
|
21
|
|
|
$
|
49
|
|
|
$
|
32
|
|
U. S. Steel common stock issued for defined benefit pension plans
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100
|
|
(In millions)
|
|
Capital
Leases |
|
Operating
Leases |
||||
2019
|
|
$
|
5
|
|
|
$
|
66
|
|
2020
|
|
5
|
|
|
55
|
|
||
2021
|
|
5
|
|
|
45
|
|
||
2022
|
|
11
|
|
|
37
|
|
||
2023
|
|
—
|
|
|
28
|
|
||
Later years
|
|
—
|
|
|
72
|
|
||
Total minimum lease payments
|
|
$
|
26
|
|
|
$
|
303
|
|
Less imputed interest costs
|
|
4
|
|
|
|
|||
Present value of net minimum lease payments included in long-term debt (see Note 17)
|
|
$
|
22
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Minimum rentals
|
|
$
|
114
|
|
|
$
|
114
|
|
|
$
|
115
|
|
Contingent rentals
|
|
19
|
|
|
10
|
|
|
8
|
|
|||
Net rental expense
|
|
$
|
133
|
|
|
$
|
124
|
|
|
$
|
123
|
|
(in millions)
|
|
Employee Related Costs
|
|
Exit Costs
|
|
Non-cash Charges
|
|
Total
|
||||||||
Balance at December 31, 2016
|
|
$
|
14
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
74
|
|
|
|
|
|
|
|
|
|
|
||||||||
Additional charges
|
|
2
|
|
|
—
|
|
|
35
|
|
(a)
|
37
|
|
||||
Cash payments/utilization
|
|
(8
|
)
|
|
(24
|
)
|
|
(35
|
)
|
|
(67
|
)
|
||||
Other adjustments and reclasses
|
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|
(6
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2017
|
|
$
|
4
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
38
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash payments/utilization
|
|
(4
|
)
|
|
(17
|
)
|
|
—
|
|
|
(21
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2018
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
17
|
|
(in millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Accounts payable
|
|
$
|
11
|
|
|
$
|
26
|
|
Payroll and benefits payable
|
|
—
|
|
|
4
|
|
||
Deferred credits and other noncurrent liabilities
|
|
6
|
|
|
8
|
|
||
Total
|
|
$
|
17
|
|
|
$
|
38
|
|
Period ended
|
|
Opening
Number of Claims |
|
Claims
Dismissed, Settled and Resolved (a) |
|
New
Claims |
|
Closing
Number of Claims |
December 31, 2016
|
|
3,315
|
|
225
|
|
250
|
|
3,340
|
December 31, 2017
|
|
3,340
|
|
275
|
|
250
|
|
3,315
|
December 31, 2018
|
|
3,315
|
|
1,285
|
|
290
|
|
2,320
|
|
|
Year Ended December 31,
|
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Beginning of period
|
|
$
|
179
|
|
|
$
|
179
|
|
Accruals for environmental remediation deemed probable and reasonably estimable
|
|
14
|
|
|
8
|
|
||
Obligations settled
|
|
(6
|
)
|
|
(8
|
)
|
||
End of period
|
|
$
|
187
|
|
|
$
|
179
|
|
(In millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Accounts payable
|
|
$
|
37
|
|
|
$
|
29
|
|
Deferred credits and other noncurrent liabilities
|
|
150
|
|
|
150
|
|
||
Total
|
|
$
|
187
|
|
|
$
|
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
five
environmental remediation projects where additional costs for completion are not currently estimable, but could be material. These projects are at Fairfield Works, Lorain Tubular, USS-POSCO Industries (UPI), the Fairless Plant, and the former steelmaking plant at Joliet, Illinois. As of
December 31, 2018
, accrued liabilities for these projects totaled
$1 million
for the costs of studies, investigations, interim measures, design and/or remediation. It is reasonably possible that additional liabilities associated with future requirements regarding studies, investigations, design and remediation for these projects could be as much as
$25 million
to
$40 million
.
|
(2)
|
Significant Projects with Defined Scope
– Projects with significant accrued liabilities with a defined scope. As of
December 31, 2018
, there are
four
significant projects with defined scope greater than or equal to
$5 million
each, with a total accrued liability of
$144 million
. These projects are: Gary Resource Conservation and Recovery Act (RCRA) (accrued liability of
$25 million
), the former Geneva facility (accrued liability of
$62 million
), the Cherryvale Zinc site (accrued liability of
$11 million
) and the former Duluth facility St. Louis River Estuary (accrued liability of
$46 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, 2018
was
$4 million
. These projects have progressed through a significant portion of the design phase and material additional costs are not expected.
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Later years
|
|
Total
|
$842
|
|
$484
|
|
$310
|
|
$310
|
|
$296
|
|
$582
|
|
$2,824
|
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||
(In millions, except per share data)
|
|
4th Qtr.
|
|
3rd Qtr.
|
|
2nd Qtr.
|
|
1st Qtr.
|
|
4th Qtr.
|
|
3rd Qtr.
|
|
2nd Qtr.
|
|
1st Qtr.
|
||||||||||||||||
Net sales
|
|
$
|
3,691
|
|
|
$
|
3,729
|
|
|
$
|
3,609
|
|
|
$
|
3,149
|
|
|
$
|
3,133
|
|
|
$
|
3,248
|
|
|
$
|
3,144
|
|
|
$
|
2,725
|
|
Segment earnings (loss) before interest and income taxes:
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Flat-rolled
|
|
321
|
|
|
305
|
|
|
224
|
|
|
33
|
|
|
82
|
|
|
161
|
|
|
220
|
|
|
(88
|
)
|
||||||||
USSE
|
|
62
|
|
|
72
|
|
|
115
|
|
|
110
|
|
|
112
|
|
|
73
|
|
|
55
|
|
|
87
|
|
||||||||
Tubular
|
|
(3
|
)
|
|
7
|
|
|
(35
|
)
|
|
(27
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|
(29
|
)
|
|
(57
|
)
|
||||||||
Total reportable segments
|
|
$
|
380
|
|
|
$
|
384
|
|
|
$
|
304
|
|
|
$
|
116
|
|
|
$
|
188
|
|
|
$
|
227
|
|
|
$
|
246
|
|
|
$
|
(58
|
)
|
Other Businesses
|
|
11
|
|
|
16
|
|
|
17
|
|
|
11
|
|
|
10
|
|
|
12
|
|
|
9
|
|
|
13
|
|
||||||||
Items not allocated to segments
|
|
(78
|
)
|
|
(27
|
)
|
|
(20
|
)
|
|
10
|
|
|
(36
|
)
|
|
21
|
|
|
72
|
|
|
(35
|
)
|
||||||||
Total earnings (loss) before interest and income taxes
|
|
$
|
313
|
|
|
$
|
373
|
|
|
$
|
301
|
|
|
$
|
137
|
|
|
$
|
162
|
|
|
$
|
260
|
|
|
$
|
327
|
|
|
$
|
(80
|
)
|
Net earnings (loss)
|
|
592
|
|
|
291
|
|
|
214
|
|
|
18
|
|
|
159
|
|
|
147
|
|
|
261
|
|
|
(180
|
)
|
||||||||
Net earnings (loss) attributable to United States Steel Corporation
|
|
$
|
592
|
|
|
$
|
291
|
|
|
$
|
214
|
|
|
$
|
18
|
|
|
$
|
159
|
|
|
$
|
147
|
|
|
$
|
261
|
|
|
$
|
(180
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gross profit
(a)
|
|
$
|
487
|
|
|
$
|
557
|
|
|
$
|
488
|
|
|
$
|
341
|
|
|
$
|
385
|
|
|
$
|
420
|
|
|
$
|
421
|
|
|
$
|
166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stock data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net earnings (loss) per share attributable to United States Steel Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
- Basic
|
|
$
|
3.36
|
|
|
$
|
1.64
|
|
|
$
|
1.21
|
|
|
$
|
0.10
|
|
|
$
|
0.91
|
|
|
$
|
0.84
|
|
|
$
|
1.49
|
|
|
$
|
(1.03
|
)
|
- Diluted
|
|
$
|
3.34
|
|
|
$
|
1.62
|
|
|
$
|
1.20
|
|
|
$
|
0.10
|
|
|
$
|
0.90
|
|
|
$
|
0.83
|
|
|
$
|
1.48
|
|
|
$
|
(1.03
|
)
|
Dividends paid per share
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
(a)
|
2017 amounts have been adjusted to retroactively adopt Accounting Standards Update 2017-07,
Compensation - Retirement Benefits
, which requires that an employer who offers defined benefit and postretirement benefit plans report the service cost component of the net periodic benefit cost in the same line item or items as the compensation arising from services rendered by employees during the period. The other components of net periodic benefit costs are required to be presented separately from the service cost component and outside a subtotal of income from operations.
|
|
|
Proven and Probable Reserves
As of December 31, 2018 |
|
Production
|
||||||||||||||
(Millions of short tons)
|
|
Owned
|
|
Leased
|
|
Total
|
|
2018
|
|
2017
|
|
2016
|
||||||
Iron ore pellets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Minntac Mine and Pellet Plant
|
|
99
|
|
|
365
|
|
|
464
|
|
|
15.9
|
|
|
16.0
|
|
|
15.0
|
|
Keetac Mine and Pellet Plant
|
|
19
|
|
|
355
|
|
|
374
|
|
|
5.9
|
|
|
5.1
|
|
|
—
|
|
Tilden Mining Company, L.C.
(1)( 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
1.3
|
|
Hibbing Taconite Company
(1)
|
|
—
|
|
|
7
|
|
|
7
|
|
|
1.3
|
|
|
1.3
|
|
|
1.3
|
|
Total
|
|
118
|
|
|
727
|
|
|
845
|
|
|
23.1
|
|
|
23.2
|
|
|
17.6
|
|
(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)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Raw Steel Production
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gary, IN
|
|
5,958
|
|
|
5,755
|
|
|
5,608
|
|
|
5,172
|
|
|
5,936
|
|
|||||
Great Lakes, MI
|
|
2,369
|
|
|
2,592
|
|
|
2,543
|
|
|
2,257
|
|
|
2,442
|
|
|||||
Mon Valley, PA
|
|
2,640
|
|
|
2,473
|
|
|
2,555
|
|
|
2,266
|
|
|
2,563
|
|
|||||
Granite City, IL
|
|
926
|
|
|
—
|
|
|
—
|
|
|
1,162
|
|
|
2,285
|
|
|||||
Fairfield, AL
(a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
|
1,992
|
|
|||||
Lake Erie, Ontario, Canada
(a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,744
|
|
|||||
Total Flat-Rolled facilities
|
|
11,893
|
|
|
10,820
|
|
|
10,706
|
|
|
11,337
|
|
|
16,962
|
|
|||||
U. S. Steel Košice
|
|
5,023
|
|
|
5,091
|
|
|
4,967
|
|
|
4,669
|
|
|
4,788
|
|
|||||
Total
|
|
16,916
|
|
|
15,911
|
|
|
15,673
|
|
|
16,006
|
|
|
21,750
|
|
|||||
Raw Steel Capability
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
17,000
|
|
|
17,000
|
|
|
17,000
|
|
|
17,000
|
|
|
19,400
|
|
|||||
USSE
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|||||
Total
|
|
22,000
|
|
|
22,000
|
|
|
22,000
|
|
|
22,000
|
|
|
24,400
|
|
|||||
Production as % of total capability:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
|
|
70
|
%
|
|
64
|
%
|
|
63
|
%
|
|
60
|
%
|
|
80
|
%
|
|||||
USSE
|
|
100
|
%
|
|
102
|
%
|
|
99
|
%
|
|
93
|
%
|
|
96
|
%
|
|||||
Coke Production
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
3,718
|
|
|
3,416
|
|
|
2,961
|
|
|
3,957
|
|
|
5,406
|
|
|||||
USSE
|
|
1,514
|
|
|
1,497
|
|
|
1,545
|
|
|
1,600
|
|
|
1,539
|
|
|||||
Total
|
|
5,232
|
|
|
4,913
|
|
|
4,506
|
|
|
5,557
|
|
|
6,945
|
|
|||||
Iron Ore Pellet Production
(b)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
23,054
|
|
|
23,246
|
|
|
17,635
|
|
|
17,422
|
|
|
24,959
|
|
|||||
Steel Shipments by Segment
(c)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
10,510
|
|
|
9,887
|
|
|
10,094
|
|
|
10,595
|
|
|
13,908
|
|
|||||
USSE
|
|
4,457
|
|
|
4,585
|
|
|
4,496
|
|
|
4,357
|
|
|
4,179
|
|
|||||
Tubular
|
|
780
|
|
|
688
|
|
|
400
|
|
|
593
|
|
|
1,744
|
|
|||||
Total steel shipments
|
|
15,747
|
|
|
15,160
|
|
|
14,990
|
|
|
15,545
|
|
|
19,831
|
|
|||||
Average Realized Price (dollars per net ton)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
|
|
$
|
811
|
|
|
$
|
726
|
|
|
$
|
666
|
|
|
$
|
695
|
|
|
$
|
772
|
|
USSE
|
|
$
|
693
|
|
|
$
|
622
|
|
|
$
|
483
|
|
|
$
|
516
|
|
|
$
|
667
|
|
Tubular
|
|
$
|
1,483
|
|
|
$
|
1,253
|
|
|
$
|
1,071
|
|
|
$
|
1,464
|
|
|
$
|
1,538
|
|
(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. As a result of the sale of our ownership interest, iron ore pellet production amounts do not include Tilden after September 29, 2017.
|
(c)
|
Does not include intersegment shipments or shipments by joint ventures and other equity investees of U. S. Steel. Includes shipments from U. S. Steel to joint ventures and equity investees of substrate materials, primarily hot-rolled and cold-rolled sheets.
|
(Thousands of net tons)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||
Steel Shipments by Market - North American Facilities
(a) (b)
|
|
|
|
|
|
|
|
|
|
|
|||||
Steel service centers
|
|
1,560
|
|
|
1,587
|
|
|
1,765
|
|
|
1,702
|
|
|
2,578
|
|
Further conversion:
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade customers
|
|
3,529
|
|
|
2,951
|
|
|
2,650
|
|
|
3,039
|
|
|
4,013
|
|
Joint ventures
|
|
1,650
|
|
|
1,513
|
|
|
1,423
|
|
|
1,254
|
|
|
1,519
|
|
Transportation (including automotive)
|
|
1,231
|
|
|
1,453
|
|
|
1,725
|
|
|
2,011
|
|
|
2,445
|
|
Construction and construction products
|
|
727
|
|
|
706
|
|
|
765
|
|
|
704
|
|
|
897
|
|
Containers
|
|
635
|
|
|
597
|
|
|
600
|
|
|
692
|
|
|
1,287
|
|
Appliances & electrical equipment
|
|
406
|
|
|
406
|
|
|
420
|
|
|
429
|
|
|
616
|
|
Oil, gas and petrochemicals
|
|
724
|
|
|
631
|
|
|
340
|
|
|
513
|
|
|
1,545
|
|
Export from the United States
|
|
463
|
|
|
468
|
|
|
456
|
|
|
259
|
|
|
340
|
|
All other
|
|
365
|
|
|
263
|
|
|
350
|
|
|
585
|
|
|
412
|
|
Total
|
|
11,290
|
|
|
10,575
|
|
|
10,494
|
|
|
11,188
|
|
|
15,652
|
|
Steel Shipments by Market - USSE
|
|
|
|
|
|
|
|
|
|
|
|||||
Steel service centers
|
|
799
|
|
|
761
|
|
|
801
|
|
|
718
|
|
|
682
|
|
Further conversion:
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade customers
|
|
287
|
|
|
284
|
|
|
274
|
|
|
304
|
|
|
299
|
|
Transportation (including automotive)
|
|
728
|
|
|
708
|
|
|
660
|
|
|
705
|
|
|
674
|
|
Construction and construction products
|
|
1,637
|
|
|
1,831
|
|
|
1,811
|
|
|
1,703
|
|
|
1,584
|
|
Containers
|
|
439
|
|
|
438
|
|
|
436
|
|
|
424
|
|
|
403
|
|
Appliances & electrical equipment
|
|
261
|
|
|
247
|
|
|
236
|
|
|
236
|
|
|
267
|
|
Oil, gas and petrochemicals
|
|
11
|
|
|
10
|
|
|
4
|
|
|
—
|
|
|
3
|
|
All other
|
|
295
|
|
|
306
|
|
|
274
|
|
|
267
|
|
|
267
|
|
Total
|
|
4,457
|
|
|
4,585
|
|
|
4,496
|
|
|
4,357
|
|
|
4,179
|
|
(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)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Net sales by segment:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
$
|
9,912
|
|
|
$
|
8,491
|
|
|
$
|
7,532
|
|
|
$
|
8,561
|
|
|
$
|
12,895
|
|
USSE
|
|
3,228
|
|
|
2,974
|
|
|
2,246
|
|
|
2,326
|
|
|
2,936
|
|
|||||
Tubular
|
|
1,236
|
|
|
945
|
|
|
451
|
|
|
898
|
|
|
2,774
|
|
|||||
Total reportable segments
|
|
$
|
14,376
|
|
|
$
|
12,410
|
|
|
$
|
10,229
|
|
|
$
|
11,785
|
|
|
$
|
18,605
|
|
Other Businesses
|
|
186
|
|
|
179
|
|
|
169
|
|
|
165
|
|
|
269
|
|
|||||
Intersegment sales
|
|
(384
|
)
|
|
(339
|
)
|
|
(137
|
)
|
|
(376
|
)
|
|
(1,367
|
)
|
|||||
Total
|
|
$
|
14,178
|
|
|
$
|
12,250
|
|
|
$
|
10,261
|
|
|
$
|
11,574
|
|
|
$
|
17,507
|
|
Segment earnings (loss) before interest and income taxes:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Flat-Rolled
(a)
|
|
$
|
883
|
|
|
$
|
375
|
|
|
$
|
22
|
|
|
$
|
(249
|
)
|
|
$
|
697
|
|
USSE
|
|
359
|
|
|
327
|
|
|
185
|
|
|
81
|
|
|
133
|
|
|||||
Tubular
|
|
(58
|
)
|
|
(99
|
)
|
|
(303
|
)
|
|
(181
|
)
|
|
257
|
|
|||||
Total reportable segments
|
|
$
|
1,184
|
|
|
$
|
603
|
|
|
$
|
(96
|
)
|
|
$
|
(349
|
)
|
|
$
|
1,087
|
|
Other Businesses
|
|
55
|
|
|
44
|
|
|
63
|
|
|
33
|
|
|
82
|
|
|||||
Items not allocated to segments
(c)
|
|
(115
|
)
|
|
22
|
|
|
(168
|
)
|
|
(826
|
)
|
|
(648
|
)
|
|||||
Total earnings (loss) before interest and income taxes
(b)
|
|
$
|
1,124
|
|
|
$
|
669
|
|
|
$
|
(201
|
)
|
|
$
|
(1,142
|
)
|
|
$
|
521
|
|
Net interest and other financial costs
(b)
|
|
312
|
|
|
368
|
|
|
215
|
|
|
317
|
|
|
351
|
|
|||||
Income tax (benefit) provision
|
|
(303
|
)
|
|
(86
|
)
|
|
24
|
|
|
183
|
|
|
68
|
|
|||||
Net earnings (loss) attributable to United States Steel Corporation
|
|
$
|
1,115
|
|
|
$
|
387
|
|
|
$
|
(440
|
)
|
|
$
|
(1,642
|
)
|
|
$
|
102
|
|
Per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
- Basic
|
|
$
|
6.31
|
|
|
$
|
2.21
|
|
|
$
|
(2.81
|
)
|
|
$
|
(11.24
|
)
|
|
$
|
0.71
|
|
- Diluted
|
|
$
|
6.25
|
|
|
$
|
2.19
|
|
|
$
|
(2.81
|
)
|
|
$
|
(11.24
|
)
|
|
$
|
0.69
|
|
(a)
|
Excludes the results of USSC beginning September 16, 2014 as a result of the CCAA filing.
|
(b)
|
Amounts have been adjusted to include $61 million, ($36) million, $60 million and $108 million in 2017, 2016, 2015 and 2014, respectively, of postretirement benefit expense (other than service cost) related to the retrospective presentation change of net periodic benefit cost of our defined benefit pension and other post-employment benefits as a result of the adoption of Accounting Standards Update 2017-07,
Compensation - Retirement Benefits
on January 1, 2018.
|
(c)
|
See Note 4 to the Consolidated Financial Statements.
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||
Balance Sheet Position at Year-End (dollars in millions)
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
$
|
4,830
|
|
|
$
|
4,755
|
|
|
$
|
4,356
|
|
|
$
|
3,917
|
|
|
$
|
5,829
|
|
|
Net property, plant & equipment
|
|
4,865
|
|
|
4,280
|
|
|
3,979
|
|
|
4,411
|
|
|
4,574
|
|
|
|||||
Total assets
(b) (c)
|
|
10,982
|
|
|
9,862
|
|
|
9,160
|
|
|
9,167
|
|
|
11,975
|
|
|
|||||
Short-term debt and current maturities of long-term debt
|
|
65
|
|
|
3
|
|
|
50
|
|
|
45
|
|
|
378
|
|
|
|||||
Other current liabilities
|
|
3,132
|
|
|
2,770
|
|
|
2,281
|
|
|
2,103
|
|
|
3,191
|
|
|
|||||
Long-term debt
(b)
|
|
2,316
|
|
|
2,700
|
|
|
2,981
|
|
|
3,093
|
|
|
3,082
|
|
|
|||||
Employee benefits
|
|
980
|
|
|
759
|
|
|
1,216
|
|
|
1,101
|
|
|
1,117
|
|
|
|||||
Total United States Steel Corporation stockholders’ equity
|
|
4,202
|
|
|
3,320
|
|
|
2,274
|
|
|
2,436
|
|
|
3,799
|
|
|
|||||
Cash Flow Data (dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
(a) (d) (e) (f)
|
|
$
|
938
|
|
|
$
|
826
|
|
|
$
|
754
|
|
|
$
|
360
|
|
|
$
|
1,558
|
|
|
Capital expenditures
(a) (d)
|
|
1,001
|
|
|
505
|
|
|
306
|
|
|
500
|
|
|
480
|
|
|
|||||
Dividends paid
|
|
36
|
|
|
35
|
|
|
31
|
|
|
29
|
|
|
29
|
|
|
|||||
Employee Data
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total employment costs (dollars in millions)
(a)
|
|
$
|
2,824
|
|
|
$
|
2,477
|
|
|
$
|
2,342
|
|
|
$
|
2,780
|
|
|
$
|
3,408
|
|
|
Average North America employment costs (dollars per hour)
(a)
|
|
$
|
65.97
|
|
|
$
|
62.32
|
|
|
$
|
61.75
|
|
|
$
|
65.64
|
|
|
$
|
57.55
|
|
|
Average number of North America employees
(a)
|
|
16,258
|
|
|
15,326
|
|
|
15,048
|
|
|
19,391
|
|
|
22,408
|
|
|
|||||
Average number of USSE employees
|
|
11,993
|
|
|
11,948
|
|
|
11,927
|
|
|
12,052
|
|
|
12,272
|
|
|
|||||
Number of pensioners at year-end
|
|
43,573
|
|
|
45,837
|
|
|
47,765
|
|
|
49,802
|
|
|
52,483
|
|
|
|||||
Stockholder Data at Year-End
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common shares outstanding, net of treasury shares (millions)
|
|
174.5
|
|
|
175.2
|
|
|
173.8
|
|
|
146.3
|
|
|
145.7
|
|
|
|||||
Registered stockholders (thousands)
|
|
13.0
|
|
|
13.8
|
|
|
14.8
|
|
|
15.4
|
|
|
16.1
|
|
|
|||||
Market price of common stock
|
|
$
|
18.24
|
|
|
$
|
35.19
|
|
|
$
|
33.01
|
|
|
$
|
7.98
|
|
|
$
|
26.74
|
|
|
(a)
|
Excludes the results of USSC beginning September 16, 2014 as a result of the CCAA filing.
|
(b)
|
2015 and 2014 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 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 amounts have been revised to correct a prior period error that resulted in an increase in capital expenditures and an offsetting change to net cash provided by operating activities of $61 million.
|
(e)
|
2016, 2015 and 2014 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.
|
(f)
|
2017, 2016, 2015 and 2014 amounts have been adjusted to retroactively adopt Accounting Standards Update 2016-15,
Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments
, which requires that all payments to extinguish debt now be presented as cash outflows from financing activities on our Consolidated Statement of Cash Flows.
|
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)
|
|
5,824,402
|
|
$27.73
|
|
10,936,016
(b)
|
Equity compensation plans not approved by security holders
(c)
|
|
5,055
|
|
(one for one)
|
|
—
|
Total
|
|
5,829,457
|
|
—
|
|
10,936,016
|
(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, 2018
. (For more information, see Note 15 to the Consolidated Financial Statements. Column (1) includes (i) 358,240 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) 1,223,370 shares that could be issued for the 611,685 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 1,223,370 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, 2018
, 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 stockholder approved plan.
|
(a)
|
|
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.
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|
|
|
|
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(b)
|
|
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.
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(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.
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|
|
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(b)
|
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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.
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(c)
|
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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.
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(d)
|
|
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.
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(e)
|
|
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.
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(f)
|
|
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.
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|
|
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(g)
|
|
Incorporated by reference to Exhibit 4.1 to United States Steel Corporation’s Form 8-K filed on March 15, 2018, Commission File Number 1-16811.
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(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.
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(b)
|
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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.
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(c)
|
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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.
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|
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(d)
|
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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.
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(e)
|
|
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.
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|
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|
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(f)
|
|
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.
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|
|
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(g)
|
|
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.
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|
|
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(h)
|
|
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.
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|
|
|
|
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(i)
|
|
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.
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|
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|
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(j)
|
|
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.
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(k)
|
|
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.
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|
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(l)
|
|
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.
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(m)
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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.
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(n)
|
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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.
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(o)
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|
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.
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(p)
|
|
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.
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|
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(q)
|
|
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.
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|
|
|
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(r)
|
|
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.
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(s)
|
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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.
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(t)
|
|
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.
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(u)
|
|
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.
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(v)
|
|
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.
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|
|
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(w)
|
|
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.
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(x)
|
|
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.
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(y)
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|
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.
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(z)
|
|
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.
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|
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(aa)
|
|
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.
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|
|
|
|
|
(bb)
|
|
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.
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(cc)
|
|
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.
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(dd)
|
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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.
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(ee)
|
|
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.
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(ff)
|
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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.
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(gg)
|
|
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.
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|
(hh)
|
|
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.
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(ii)
|
|
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.
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(jj)
|
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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.
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(kk)
|
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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.
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(ll)
|
|
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.
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|
(mm)
|
|
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.
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(nn)
|
|
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.
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(oo)
|
|
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.
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(pp)
|
|
Incorporated by reference to Exhibit 10(bbb) to United States Steel Corporation’s Form 10-K for the year ended December 31, 2017, Commission File Number 1-16811.
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(qq)
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on March 2, 2018, Commission File Number 1-16811.
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|
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(rr)
|
|
Incorporated by reference to Exhibit 10.2 to United States Steel Corporation’s Form 8-K filed on March 2, 2018, Commission File Number 1-16811.
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|
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(ss)
|
|
Incorporated by reference to Exhibit 10.3 to United States Steel Corporation’s Form 8-K filed on March 2, 2018, Commission File Number 1-16811.
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|
|
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(tt)
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on March 15, 2018, Commission File Number 1-16811.
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|
|
|
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(uu)
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 10-Q filed on April 27, 2018, Commission File Number 1-16811.
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(vv)
|
|
Incorporated by reference to Exhibit 10.2 to United States Steel Corporation’s Form 10-Q filed on April 27, 2018, Commission File Number 1-16811.
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(ww)
|
|
Incorporated by reference to Exhibit 10.3 to United States Steel Corporation’s Form 10-Q filed on April 27, 2018, Commission File Number 1-16811.
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(xx)
|
|
Incorporated by reference to Exhibit 10.4 to United States Steel Corporation’s Form 10-Q filed on April 27, 2018, Commission File Number 1-16811.
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(yy)
|
|
Incorporated by reference to Exhibit 10.5 to United States Steel Corporation’s Form 10-Q filed on April 27, 2018, Commission File Number 1-16811.
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|
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|
(zz)
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 10-Q filed on August 2, 2018, Commission File Number 1-16811.
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|
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|
(aaa)
|
|
Incorporated by reference to Exhibit 10.1 to United States Steel Corporation’s Form 8-K filed on October 2, 2018, Commission File Number 1-16811.
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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, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reserves deducted in the balance sheet from the assets to which they apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
|
$
|
28
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
29
|
|
Investments and long-term receivables reserve
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
5
|
|
||||||
Deferred tax valuation allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domestic
|
|
604
|
|
|
—
|
|
|
—
|
|
|
393
|
|
|
—
|
|
|
211
|
|
||||||
Foreign
|
|
4
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||||
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
|
|
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
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Kevin P. Bradley
|
|
Executive Vice President & Chief Financial Officer
|
Kevin P. Bradley
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Colleen M. Darragh
|
|
Vice President & Controller
|
Colleen M. Darragh
|
|
(Principal Accounting Officer)
|
|
|
|
*
|
|
Director
|
Patricia Diaz Dennis
|
|
|
|
|
|
*
|
|
Director
|
Dan O. Dinges
|
|
|
|
|
|
*
|
|
Director
|
John J. Engel
|
|
|
|
|
|
*
|
|
Director
|
Murry S. Gerber
|
|
|
|
|
|
*
|
|
Director
|
Stephen J. Girsky
|
|
|
|
|
|
*
|
|
Director
|
Paul A. Mascarenas
|
|
|
|
|
|
*
|
|
Director
|
Eugene B. Sperling
|
|
|
|
|
|
*
|
|
Director
|
David S. Sutherland
|
|
|
|
|
|
*
|
|
Director
|
Patricia A. Tracey
|
|
*
|
|
B
Y
:
|
|
/s/ Colleen M. Darragh
|
|
|
|
|
Colleen M. Darragh
|
|
|
|
|
Attorney-in-Fact
|
2017 Act
|
|
Tax Cut and Jobs Act of 2017
|
401(k) plans
|
|
defined contribution plans
|
ABO
|
|
Accumulated Benefit Obligation
|
Acero Prime
|
|
Acero Prime, S.R.L. de CV
|
ACHD
|
|
Allegheny County Health Department
|
AD
|
|
antidumping
|
AHSS
|
|
advanced high-strength steels
|
AISI
|
|
American Iron and Steel Institute
|
AMT
|
|
Alternative Minimum Tax
|
AOCI
|
|
Accumulated Other Comprehensive Income
|
Apolo
|
|
Apolo Tubulars S.A.
|
ARO
|
|
Asset Retirement Obligation
|
ASC
|
|
Accounting Standards Codification
|
ASU
|
|
Accounting Standards Update
|
BART
|
|
Best Available Retrofit Technology
|
BAT
|
|
Best Available Technique
|
BOP
|
|
Basic Oxygen Process
|
CAA
|
|
Clean Air Act
|
CAD
|
|
Canadian dollars
|
CAL
|
|
continuous annealing line
|
CAMU
|
|
Corrective Action Management Unit
|
CCAA
|
|
Canada's Companies' Creditors Arrangement Act
|
CDC
|
|
Chrome Deposit Corporation
|
CERCLA
|
|
Comprehensive Environmental Response, Compensation and Liability Act
|
CGL
|
|
continuous galvanizing line
|
CIT
|
|
U.S. Court of International Trade
|
CMS
|
|
Corrective Measure Study
|
CO2
|
|
carbon dioxide
|
cost cap
|
|
a per capita dollar maximum calculation based on 2006 base year actual costs incurred
|
Credit Facility Agreement
|
|
$1.5 billion credit facility
|
CVD
|
|
countervailing duties
|
CWA
|
|
Clean Water Act
|
DEC
|
|
Department of Environmental Conservation
|
DESCO
|
|
Double Eagle Steel Coating Company
|
DOC
|
|
U.S. Department of Commerce
|
Double G
|
|
Double G Coatings Company LLC
|
EAF
|
|
Electric Arc Furnace
|
EBITDA
|
|
earnings before interest, taxes, depreciation and amortization
|
EC
|
|
European Commission
|
ERISA
|
|
Employee Retirement Income Security Act of 1974
|
ERW
|
|
electric resistance welded
|
ETS
|
|
Emissions Trading System
|
EU
|
|
European Union
|
EUA
|
|
European Union Allowances
|
Eurofer
|
|
European Confederation of Iron and Steel Industries
|
FASB
|
|
Financial Accounting Standards Board
|
FIFO
|
|
first in, first out
|
FIP
|
|
Federal Implementation Plan
|
Flat-Rolled
|
|
North American Flat-Rolled segment
|
FPC
|
|
Feralloy Processing Company
|
FTC
|
|
foreign tax credits
|
FX
|
|
foreign exchange
|
Gateway
|
|
Gateway Energy & Coke Company, LLC, a subsidiary of SunCoke Energy
|
GBC
|
|
general business credits
|
GDPR
|
|
General Data Protection Regulation
|
GEN3
|
|
Generation 3
|
GHG
|
|
greenhouse gas
|
GLNPO
|
|
Great Lakes National Program Office
|
HDC
|
|
Hibbing Development Company
|
Hibbing
|
|
Hibbing Taconite Company
|
IDEM
|
|
Indiana Department of Environmental Management
|
IEPA
|
|
Illinois Environmental Protection Agency
|
IM
|
|
interm measures
|
IRS
|
|
Internal Revenue Service
|
ISO
|
|
International Organization for Standardization
|
ITC
|
|
U.S. International Trade Commission
|
KDHE
|
|
Kansas Department of Health & Environment
|
Keetac
|
|
U. S. Steel’s iron ore operations at Keewatin, Minnesota
|
KS
|
|
Cherryvale
|
LCM
|
|
lower of cost or market
|
LCP
|
|
Large Combustion Plants
|
LIFO
|
|
last in, first out
|
MACT
|
|
Maximum Achievable Control Technology
|
MDEQ
|
|
Michigan Department of Environmental Quality
|
Midwest
|
|
Midwest Plant
|
Minntac
|
|
U. S. Steel’s iron ore operations at Mt. Iron, Minnesota
|
MPCA
|
|
Minnesota Pollution Control Agency
|
NAAQS
|
|
National Ambient Air Quality Standards
|
NESHAP
|
|
National Emission Standards for Hazardous Air Pollutants
|
NFR
|
|
No Further Remediation
|
No. 1 mill
|
|
No. 1 Electric-Weld Pipe mill
|
NOL
|
|
net operating losses
|
non-GAAP
|
|
Non-Generally Accepted Accounting Principles
|
NOV
|
|
Notice of Violation
|
NOx
|
|
nitrogen oxide
|
NPDES
|
|
National Pollutant Discharge Elimination System
|
O. D.
|
|
outer diameter
|
OCTG
|
|
oil country tubular goods
|
OECD
|
|
The Organisation for Economic Co-operation and Development
|
OEPA
|
|
Ohio Environmental Protection Agency
|
OPEB
|
|
other post-employment benefits
|
Order
|
|
Administrative Order on Consent
|
OSHA
|
|
Occupational Safety and Health Administration
|
PATH Act
|
|
Protecting Americans from Tax Hikes Act
|
PBGC
|
|
Pension Benefit Guarantee Corporation
|
PII
|
|
Personally Identifiable Information
|
PM
|
|
Particulate Matter
|
PPA
|
|
Pension Protection Act of 2006
|
ppb
|
|
parts per billion
|
Prior Facility
|
|
USSK's €200 million revolving credit facility
|
PRO-TEC
|
|
PRO-TEC Coating Company, U. S. Steel and Kobe Steel Ltd. joint venture
|
PRP
|
|
potentially responsible party
|
RCRA
|
|
Resource Conservation and Recovery Act
|
RFI
|
|
RCRA Facility Investigation
|
ROCE
|
|
Return On Capital Employed
|
RP
|
|
Rehabilitation plan
|
RSU
|
|
Restricted Stock Units
|
S&P’s
|
|
Standard & Poor’s
|
SEC
|
|
Securities and Exchange Commission
|
SIP
|
|
State Implementation Plan
|
SO2
|
|
Sulfur dioxide
|
SPT
|
|
Steelworkers Pension Trust
|
SSB
|
|
Salomon Smith Barney Holdings, Inc.
|
SWMU
|
|
Solid Waste Management Units
|
the 2005 Plan
|
|
2005 Stock Incentive Plan
|
the 2018 Labor Agreements
|
|
collective bargaining agreements with United Steelworkers effective September 1, 2018
|
the Committee
|
|
Compensation & Organization Committee of the Board of Directors
|
the Exchange Act
|
|
the Securities Exchange Act of 1934
|
the Indenture
|
|
Trust Indenture dated as of December 1, 2010, between the Lorain County Port Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
the Omnibus Plan
|
|
2016 Omnibus Incentive Compensation Plan
|
the Program
|
|
IEPA voluntary Site Remediation Program
|
the shares
|
|
3,763,643 shares of common stock voluntary contribution to the U. S. Steel Retirement Plan Trust
|
the USSK Credit Agreement
|
|
USSK €460 million (approximately $527 million) unsecured revolving credit facility
|
Tilden
|
|
Tilden Mining Company, L.C.
|
TNP
|
|
Transitional National Plan
|
TRQ
|
|
tariff rate quotas
|
TSR
|
|
Total Shareholder Return
|
Tubular
|
|
Tubular Products segment
|
U.S. EPA
|
|
United States Environmental Protection Agency
|
U.S. GAAP
|
|
accounting standards generally accepted in the United States
|
UDEQ
|
|
Utah Department of Environmental Quality
|
ug/m3
|
|
micrograms per cubic meter
|
UL
|
|
Underwriters Laboratories, Inc.
|
UPI
|
|
USS-POSCO Industries, U. S. Steel and POSCO joint venture
|
USD
|
|
U.S. dollars
|
USMCA
|
|
United States-Mexico-Canada Agreement
|
USSC
|
|
U. S. Steel Canada Inc.
|
USSE
|
|
U. S. Steel Europe segment
|
USSK
|
|
U. S. Steel Košice
|
USSTP
|
|
U. S. Steel Tubular Products
|
USTR
|
|
U.S. Trade Representative
|
USW
|
|
United Steelworkers
|
welded
|
|
seamless and electric resistance welded steel castings
|
Worthington
|
|
Worthington Specialty Processing, U. S. Steel and Worthington Industries, Inc. joint venture
|
WTO
|
|
World Trade Organization
|
_______________________,
as a Lender |
|
By:
|
|
|
Name:
|
|
Title:
|
|
|
[If second signature is required]
|
|
By:
|
|
|
Name:
|
|
Title:
|
•
|
Ninety days temporary living expense in the Pittsburgh area
|
•
|
Two house hunting trips for you and your spouse
|
•
|
One-way movement of household goods and personal effects
|
•
|
Transportation for you and your family to relocate to Pittsburgh
|
•
|
Closing costs on the sale of your current residence and purchase of your future residence
|
•
|
Loss on sale benefit up to a maximum of $30,000, which represents the difference between the origin home purchase price and the end-out sales price based on HUD-1 documents
|
•
|
NOTE: The company will allow temporary living expenses to be extended up to an additional 9 months in the event that there is a delay in selling your home in Connecticut.
|
(1)
|
Vacation: As an experienced hire at the Senior Vice President level, you will be eligible to receive five weeks of vacation annually. In 2017, your vacation will be prorated based on your hire date.
|
(2)
|
Retirement Account: You will participate in the Retirement Account under the Savings Fund Plan for Salaried Employees and be eligible for monthly company contributions in the amount of 4.75% to 8.5% of your base salary based on your age (see the table below). You will participate in a non tax-qualified restoration plan (the “Non Tax-Qualified Retirement Account Program”) with respect to the portion of the company contributions to your Retirement Account that cannot be made due to certain Internal Revenue Code (IRC) limitations. In general, you will vest in your Retirement Account under the Savings Fund Plan and your account under the Non-Tax Qualified Retirement Account Program after you complete three years of continuous service.
|
(3)
|
Company Matching Contributions: You will be eligible to make employee contributions on a pre-tax and/or after-tax basis to the Savings Account under the Savings Fund Plan for salaried employees not to exceed 16% of your base salary subject to limitations under the IRC. You will also be eligible for company contributions that match 100% of your employee contributions up to 6.0% of your base salary (subject to the IRC limitations.) You will participate in a non tax-qualified restoration plan (the “Supplemental Thrift Program”) with respect to the portion of company contributions to your Savings Account that cannot be made due to certain IRC limitations. In general, you will vest in your company matching contributions under the Savings Fund Plan after you complete three years of continuous service and in the Supplemental Thrift Program after you complete five years of continuous service.
|
(4)
|
Supplemental Retirement Account: As an executive with the company, you will be eligible to participate in the Supplemental Retirement Account Program (SRA.) Under the SRA, you will be eligible for book accruals in the amount of 4.75% to 8.5% of your Annual Incentive Compensation, based on your age when earned (see table below). In order to vest in the SRA benefit, a participant must be at least age 55, have at least 10 years of continuous service and must be a participant in the plan for at least three years.
|
|
United States Steel Corporation
Barry Melnkovic
|
1.
|
Consideration
|
(a)
|
Preservation of PBGC Interest Rate
.
|
(b)
|
Recognition of Lost Earnings Opportunity
.
|
(c)
|
Additional Retention/Recognition
|
Tubular Segment Performance & Corresponding RSU Award Levels
|
||||||
|
Threshold (50%)
|
Target (100%)
|
Maximum (175%)
|
|||
Individual Performance Multiplier
|
RSU
Award
|
Value at
$35/share
|
RSU
Award
|
Value at
$35/share
|
RSU
Award
|
Value at
$35/share
|
100%
|
2,500
|
$87,500
|
5,000
|
$175,000
|
8,750
|
$306,250
|
110%
|
2,750
|
$96,250
|
5,500
|
$192,500
|
9,625
|
$336,875
|
120%
|
3,000
|
$105,000
|
6,000
|
$210,000
|
10,500
|
$367,500
|
130%
|
3,250
|
$113,750
|
6,500
|
$227,500
|
11,375
|
$398,125
|
2.
|
Non-Competition Agreement
|
3.
|
Best Efforts
. In consideration for this Agreement, you agree to use your best efforts in performing your current and future employment duties for the Corporation. In addition, you are expected to continue to comply with all applicable policies and procedures, including the Corporation’s Code of Ethical Business Conduct.
|
4.
|
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.
|
5.
|
Death or Permanent Disability
. In the event of your death or permanent disability, the payments in paragraphs 1(a) and 1(b) shall be determined as of your date of death or disability and paid to you or, in the event of death, to your spouse and, if none, to your estate. You will be considered to be permanently disabled if you qualify for a Permanent Incapacity Retirement under the Qualified Plan.
|
6.
|
Severance
. In addition to the payments described above, in the event your employment is involuntarily terminated by the Corporation, other than for Cause, or you resign for Good Reason, you will be entitled to a lump sum payment equal to the sum of (i) twelve months of your base salary in effect at the time of termination, and (ii) your target bonus under the AICP, or a successor plan, in the year of termination. This payment will be in lieu of any benefits to which you may otherwise be
|
(a)
|
“Cause” shall mean any of the following(i) the willful and continued failure by you to substantially perform your duties with the Corporation (other than any such failure resulting from your incapacity due to physical or mental illness), (ii) the willful engaging by you in conduct which is demonstrably and materially injurious to the Corporation, monetarily or otherwise, (iii) your conviction of a felony or of a misdemeanor which impairs your ability to substantially perform your duties with the Corporation, or (iv) the material breach by you of the Corporation’s Code of Ethical Business Conduct. Under this definition of “cause”, no act or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Corporation.
|
(b)
|
“Good Reason” shall mean (i) a reduction by the Corporation in your duties, authority, and responsibilities such that you are no longer a North American Flat Roll Commercial Entity leader; and (ii) a reduction by the Corporation in your salary grade level from level 50 to level 40 or lower.
|
7.
|
Miscellaneous
.
|
(a)
|
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, except to the extent preempted by Federal law.
|
(b)
|
You may not assign any of your rights under this Agreement.
|
(c)
|
The Corporation’s obligations to provide cash payments under this Agreement 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)
|
Payments made pursuant to this Agreement will not be treated as covered compensation under any of the Corporation’s compensation, retirement, or benefit programs. The payments will be subject to applicable tax withholding and other mandatory reductions.
|
8.
|
Section 409A/Cash Payments
.
|
9.
|
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.
|
10.
|
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,
|
11.
|
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. You acknowledge and agree that other benefits that you may be entitled to receive will be determined in accordance with the terms and conditions of the applicable plan or program.
|
12.
|
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 appropriate, in its sole discretion, to effect compliance with applicable law. You hereby irrevocably consent to such amendments.
|
1.
|
Purpose.
The United States Steel Corporation Deferred Compensation Program for Non-Employee Directors, a program under the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, is intended to enable the Corporation to attract and retain non-employee Directors and to enhance the long-term mutuality of interest between such Directors and shareholders of the Corporation.
|
2.
|
Definitions.
Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Plan. The following definitions apply to this Program and to the Deferral Election Forms:
|
a)
|
Base Retainer
means the means that portion of a Participant’s compensation that is fixed and paid without regard to his/her attendance at meetings, as such amount is established for or during the Deferral Year, subject to Section 4(c), exclusive of fees paid to chairs of committees or the Board.
|
b)
|
Beneficiary
or
Beneficiaries
means a person or persons or other entity designated on a Beneficiary Designation Form by a Participant as allowed in subsection 7(c) of this Program to receive Deferred Stock Benefit payments. If there is no valid designation by the Participant, or if the designated Beneficiary or Beneficiaries fail to survive the Participant or otherwise fail to take the Deferred Stock Benefit, the Participant’s Beneficiary is the Participant’s surviving spouse or, if there is no surviving spouse, the Participant’s estate.
|
c)
|
Beneficiary Designation Form
means that portion of the Deferral Election Form that is used by a Participant according to this Program to name his/her Beneficiary or Beneficiaries.
|
d)
|
Board
means the board of directors of United States Steel Corporation.
|
e)
|
Committee
means the Corporate Governance & Public Policy Committee of the Board.
|
f)
|
Common Stock
means the common stock of the Corporation, par value $1.00 per share.
|
g)
|
Common Stock Unit
shall have the meaning assigned to it in Section 6(a).
|
h)
|
Corporation
means United States Steel Corporation.
|
i)
|
Deferral Election Form
means a document governed by the provisions of Section 4 of this Program by which a Participant elects the portion of his or her Retainer Fee to be deferred and designates a Beneficiary.
|
j)
|
Deferral Year
means a calendar year for which a Participant has a Deferred Stock Benefit.
|
k)
|
Deferred Stock Account
means that bookkeeping record established for each Participant to reflect the status of his/her Deferred Stock Benefits under this Program. A Deferred Stock Account is established only for purposes of measuring a Deferred Stock Benefit and not to segregate assets or to identify assets that may or must be used to satisfy a Deferred Stock Benefit. A Deferred Stock Account will be credited with that portion of the Participant’s Retainer Fee deferred as a Deferred Stock Benefit according to a Deferral Election Form and according to Sections 3 and 6 of this Program. A Deferred Stock Account will also be adjusted periodically with amounts specified under subsections 6(a)(iii) through 6(a)(v) of this Program.
|
l)
|
Deferred Stock Benefit
means the benefit that results in distributions governed by sections 6 and 7.
|
m)
|
Directors
means those duly named members of the Board.
|
n)
|
Election Date
means the date established by this Program as the date before which a Participant must submit a valid Deferral Election Form to the Committee. For the Deferral Year during which an individual first becomes a Participant, the Election Date is the earlier of (i) 30 days following the date on which the individual becomes a Participant and (ii) December 31 of such Deferral Year. For each subsequent Deferral Year, the Election Date is December 31 of the preceding calendar year. Despite the two preceding sentences, the Committee may set an earlier date as the Election Date for any Deferral Year.
|
o)
|
Participant
means a Director who is not simultaneously an employee of the Corporation.
|
p)
|
Plan
means the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, or any successor plan.
|
q)
|
Program
means the United States Steel Corporation Deferred Compensation Program for Non-Employee Directors under the Plan.
|
r)
|
Retainer Fee
means the Base Retainer together with any additional amounts paid to chairs of the committees of the Board or the chairman of the Board.
|
s)
|
Terminate, Terminating, or Termination
, with respect to a Participant, means cessation of his/her relationship with the Corporation as a Director whether by resignation, retirement, death, disability or severance for any other reason. The terms “Terminate”, “Terminating”, and “Termination”, when used in the context of a condition to, or timing of, payment hereunder, shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).
|
3.
|
Minimum Stock-Based Compensation.
Each Person who becomes a Participant is required to receive at least $145,000 of his/her Base Retainer in the form of Common Stock Units and may increase such amount pursuant to a Deferral Election. Additional chair fees will be paid in deferred Common Stock Units in a proportionate manner.
|
4.
|
Deferral Election.
A deferral election is valid when a Deferral Election Form is completed, signed by the Participant, and received by the Committee or its designee. Deferral elections are governed by the provisions of this section.
|
a)
|
A Participant may elect a Deferred Stock Benefit for any Deferral Year, subject to the Election Date Requirements, if he/she is a Participant at the beginning of that Deferral Year or becomes a Participant during the Deferral Year.
|
b)
|
Before each Deferral Year’s Election Date, each Participant will be provided with a Deferral Election Form. Subject to Section 3, a Participant may elect on or before the Election Date to defer until Termination the receipt of all or part of his/her Retainer Fee for the Deferral Year in the form of a Deferred Stock Benefit; provided, however, that no deferral election shall be effective for any portion of a Retainer Fee earned prior to the completion of the deferral election.
|
c)
|
A Participant may not revoke or amend a Deferral Election Form after the Deferral Year begins with respect to such Deferral Year, and no re-allocation between fixed and variable compensation (if any) otherwise payable during the year shall be permitted to indirectly amend such Deferral Election Form or the amount of Retainer Fees subject thereto. Any revocation before the beginning of the Deferral Year is the same as a failure to submit a Deferral Election Form. Any writing signed by a Participant expressing an intention to revoke his/her Deferral Election Form and delivered to the Committee or its designee before the close of business on the relevant Election Date is a revocation.
|
5.
|
Effect of No Election.
In the case of a person who does not submit a valid Deferral Election Form on or before the relevant Election Date, the minimum required portion of such Participant’s Retainer Fee will become a Deferred Stock Benefit, in accordance with Section 3.
|
6.
|
Deferred Stock Benefits
|
a)
|
Deferred Stock Benefits will consist of Common Stock Units and will be recorded in a Deferred Stock Account for each Participant. “Common Stock Unit” shall mean a book-entry unit equal in value to a share of Common Stock on the date specified below. Each Common Stock Unit will increase or decrease in value by the same amount and with the same frequency as the fair market value of a share of Common Stock. Each Deferred Stock Account will be credited or adjusted as follows:
|
1.
|
Participant’s First Deferral Year
. For the Deferral Year during which an individual first becomes a Participant, on the 15th day of the month following the Election Date, the Participant’s Deferred Stock Account will be credited with a quantity of Common Stock Units, including fractional units, determined by dividing (A) the amount of the Retainer Fee that the Participant has elected to defer (or if a valid Deferral Election Form has not been submitted on or before the relevant Election Date, the amount specified in Section 5 above) by (B) the closing price of a share of Common Stock on the New York Stock Exchange (“NYSE”) on the Election Date (or if such date was not a trading day on the immediately preceding trading day).
|
2.
|
Subsequent Deferral Years
. On January 15th of each subsequent Deferral Year during which the Participant remains a Director (or, if such day is not a business day, on the next succeeding business day), the Participant’s Deferred Stock Account will be credited with a quantity of Common Stock Units, including fractional units, determined by dividing (A) the amount of the Retainer Fee that the Participant has elected to defer (or if a valid Deferral Election Form has not been submitted on or before the relevant Election Date, the amount specified in Section 5 above) by (B) the closing price of a share of Common Stock on the NYSE on the last trading day of the preceding calendar year.
|
3.
|
Cash Dividends
. Each Deferred Stock Account will be credited each calendar quarter, on the date on which cash dividends are reinvested under the Corporation’s dividend reinvestment and stock purchase plans (the “Investment Date”), with a quantity of additional Common Stock Units, including fractional units, determined by dividing (A) the Dividend Payment Amount by (B) the Stock Purchase Price. “Dividend Payment Amount” means the product of the number of Common Stock Units in the Deferred Stock Account on the dividend payment date times the amount of the cash dividend payable on a share of Common Stock. “Stock Purchase Price” means the closing price of a share of Common Stock on the NYSE on the most recent trading day preceding the Investment Date.
|
4.
|
Stock Dividends, Stock Splits and Reverse Stock Splits
. In the event of a stock dividend, stock split, reverse stock split or similar event affecting the Common Stock, the number of Common Stock Units in the Deferred Stock Account shall be adjusted in an equitable and proportional manner to reflect such event in order to prevent the dilution or enlargement of Participant’s rights.
|
5.
|
Other Adjustments to Deferred Stock Account
. Amounts credited to a Participant’s Deferred Stock Account pursuant to this Section 6 are based upon the assumption that the amount of the Retainer Fee which the Participant is entitled to receive will remain unchanged during the Deferral Year. However, it is possible that certain events may occur which change the amount of the Retainer Fee that the Participant is entitled to receive. Accordingly, the number of Common Stock Units in a Participant’s Deferred Stock Account shall be adjusted from time to time in an equitable and proportional manner consistent with Section 409A to reflect the occurrence of any the following events and the effect that such an event has on the actual amount of the Retainer Fee which the Participant is entitled to receive during the Deferral Year:
|
A.
|
a prospective uniform increase or decrease in the amount of the Retainer Fee applicable to all Participant’s, excluding any reallocation between fixed and variable compensation during a Deferral Year;
|
B.
|
the Termination of a Participant;
|
C.
|
the appointment or resignation of a Participant as the Presiding Director, a Committee Chairperson or other similar position resulting in a prospective increase or decrease in the amount of the Retainer Fee applicable to such Participant; or
|
D.
|
any other similar event or circumstance.
|
b)
|
If a trust is established under section 8(b), an electing Participant may advise the trustee under the governing trust agreement as to the voting of shares of the Common Stock allocated to that Participant’s separate account under the trust according to this subsection and provisions of the governing trust agreement. Before each annual or special meeting of the Corporation’s shareholders, the trustee under the governing trust agreement must furnish each Participant with a copy of the proxy solicitation and other relevant material for the meeting as furnished to the trustee by the Corporation, and a form addressed to the trustee requesting the Participant’s confidential advice as to the voting of shares of the Common Stock allocated to his/her account as of the valuation date established under the governing trust agreement preceding the record date.
|
7.
|
Distributions
|
a)
|
Except as set forth in Section 7(d), a Deferred Stock Benefit will be distributed in shares of Common Stock equal to the number of, the whole Common Stock Units credited to the Participant’s Deferred Stock Account; provided, however, cash will be paid in lieu of fractional shares of the Common Stock otherwise distributable, calculated on the basis of the closing price of a share of Common Stock on the NYSE on the date of Termination (or if such date is not a trading day on the immediately preceding trading day).
|
b)
|
Delivery of Common Stock and any cash payable in lieu of fractional shares will be made on or before the fifth business day immediately following the Participant’s Termination.
|
c)
|
Deferred Stock Benefits may not be assigned by a Participant or Beneficiary. A Participant may use a Beneficiary Designation Form to designate one or more Beneficiaries for all of his/her Deferred Stock Benefits; such designations are revocable. Each Beneficiary will receive his/her portion of the Participant’s otherwise unpaid Deferred Stock Account on the scheduled payment date as set forth in Section 7(b).
|
d)
|
Upon the occurrence of a Change in Control resulting in a Participant’s Termination, the Corporation shall pay such Participant, on or before the fifth business day following such Termination, cash in an aggregate amount equal to the value of such Participant’s Deferred Stock Account on the date of the Change in Control, as determined using the higher of the closing price of the Common Stock on the NYSE on such date or the highest per-share price actually paid in connection with the consummation of such Change in Control. For purposes of this Program, “Change in Control” shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Corporation is then subject to such reporting requirement; provided, that, without limitation, such a change in control shall be deemed to have occurred if:
|
1.
|
any person (as defined in Sections 13(d) and 14(d) of the Exchange Act) (a “Person”) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding voting securities; provided, however, that for purposes of this Program the term “Person” shall not include (i) the Corporation or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation; or
|
2.
|
the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest including but not limited to a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved; or
|
3.
|
there is consummated a merger or consolidation of the Corporation or a subsidiary thereof with any other corporation, other than a merger or consolidation which would result in the holders of the voting securities of the Corporation outstanding immediately prior thereto holding securities which represent immediately after such merger or consolidation at least 50% of the combined voting power of the voting securities of the entity surviving the merger or consolidation (or the parent of such surviving entity) or the shareholders of the Corporation approve a plan of complete liquidation of the Corporation, or there is consummated the sale or other disposition of all or substantially all of the Corporation’s assets.
|
8.
|
Corporation’s Obligation
|
a)
|
The Program is unfunded. A Deferred Stock Benefit is at all times solely a contractual obligation of the Corporation. A Participant and his/her Beneficiaries have no right, title or interest in the Deferred Stock Benefits or any claim against them. Except according to section 8(b), the Corporation will not segregate any funds or assets for Deferred Stock Benefits nor issue any notes or security for the payment of any Deferred Stock Benefit.
|
b)
|
The Corporation may establish a grantor trust and transfer to that trust shares of Common Stock or other assets. The governing trust agreement must require a separate account to be established for each electing Participant. The governing trust agreement must also require that all Corporation assets held in trust remain at all times subject to the Corporation’s judgment creditors.
|
9.
|
No Control by Participant.
A Participant has no control over Deferred Stock Benefits except according to his/her Deferral Election Forms and Beneficiary Designation Form.
|
10.
|
Claims Against Participant’s Deferred Stock Benefits.
A Deferred Stock Account relating to a Participant under this Program is not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so is void. A Deferred Stock Benefit is not subject to attachment or legal process for a Participant’s debts or other obligations. Nothing contained in this Program gives any Participant any interest, lien or claim against any specific asset of the Company. A Participant or his/her beneficiary has no rights other than as a general creditor.
|
11.
|
Amendment or Termination.
This Program may be altered, amended, suspended, or terminated at any time by the Board.
|
12.
|
Notices.
Notices and elections under this Program must be in writing. A notice or election is deemed delivered if it is delivered personally or if it is mailed by registered or certified mail to the person at his/her last known business address.
|
13.
|
Waiver.
The waiver of a breach of any provision in this Program does not operate as and may not be construed as a waiver of any later breach.
|
14.
|
Construction.
This Program is created, adopted, maintained and governed according to the laws of the State of Delaware. Headings and captions are only for convenience; they do not have substantive meaning. If a provision of this Program is not valid or not enforceable, the validity or enforceability of any other provision is not affected. Use of one gender includes all, and the singular and plural include each other.
|
15.
|
Effective Date.
This Program shall be effective as a program under the 2016 Omnibus Incentive Compensation Plan as of July 26, 2016.
|
Company Name
|
||||
Chisholm Coal LLC
|
||||
Chrome Deposit Corporation
|
||||
Compagnie de Gestion de Mifergui- Nimba, LTEE
|
||||
Cygnus Mines Limited
|
||||
Double G Coatings, Inc.
|
||||
Double G Coatings Company, L.P.
|
||||
Essex Minerals Company
|
||||
Fairfield Primary Operations, LLC
|
||||
Feralloy Processing Company
|
||||
GCW/USS Energy, LLC
|
||||
Grant Assurance Corporation
|
||||
Kanawha Coal LLC
|
||||
Oilfield Technologies, Inc.
|
||||
Orinoco Mining Company
|
||||
Perdido Land Development Co., Inc.
|
||||
PITCAL, Inc.
|
||||
|
USS-POSCO Industries
|
|||
Pitcal Pipe, LLC
|
||||
Preserve Village Developers, LLC
|
||||
Stelco Holding Company
|
||||
|
Ontario Coal Company
|
|||
|
Ontario Eveleth Company
|
|||
|
Ontario Hibbing Company
|
|||
|
|
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 Global Holdings I B.V.
|
|||
|
|
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.
|
Company Name
|
|
|
|
|
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
|
|
|
|
USS Construction Products, 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.
|
|||
|
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.
|
|||
|
United States Steel International de Mexico, S.R.L. de C. V.
|
|||
USS Galvanizing, Inc.
|
||||
|
PRO-TEC Coating Company
|
|||
|
|
PRO-TEC Coating Company, Inc.
|
||
USS International Services, LLC
|
||||
USS Lakeside, LLC
|
||||
|
Chicago Lakeside Development, LLC
|
|||
USS 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 15, 2019
|
|
/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 15, 2019
|
|
/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, 2018 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, 2018 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)
(a)
|
|
Total # of
orders
under
§104(b)
(a)
|
|
Total # of
unwarrantable
failure
citations and
orders under
§104(d) (a) |
|
Total # of
violations
under
§110(b)(2)
(a)
|
|
Total # of
orders
under
§107(a)
(a)
|
|
Total dollar
value of
proposed
assessments
from
MSHA
|
|
Total # of
mining
related
fatalities
|
|
Received
Notice of
Pattern of
Violations
under
§104(e)
(a)
(yes/no)?
|
|
Received Notice
of Potential to
have Pattern
under
§104(e)
(a)
(yes/no)?
|
|
Total # of Legal
Actions Pending
with the Mine
Safety and
Health Review
Commission as
of Last Day of
Period (b) |
|
Legal
Actions
Initiated
During
Period
|
|
Legal
Actions
Resolved
During
Period
|
|
Mt. Iron
(2100820, 2100282)
|
75
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$557,416
|
|
—
|
|
no
|
|
no
|
|
9
|
|
146
|
|
230
|
Keewatin
(2103352)
|
14
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$80,820
|
|
—
|
|
no
|
|
no
|
|
—
|
|
33
|
|
90
|
(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 9 legal actions were to contest citations and proposed assessments.
|