Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Consolidated Financial Statements and related notes that appear elsewhere in this document. Please refer to Item 7 of our 2019 Form 10-K for further discussion and analysis of our 2018 financial condition and results of operations.
Overview
According to World Steel Association’s latest published statistics, U. S. Steel was the twenty-seventh largest steel producer in the world in 2019. Also in 2019 according to World Steel Association’s latest published statistics, U. S. Steel was the third largest steel producer in the United States. U. S. Steel has a broad and diverse mix of products and customers. We use iron ore, coal, coke, steel scrap, zinc, tin, and other metallic additions to produce a wide range of flat-rolled and tubular steel products, concentrating on value-added steel products for customers with demanding technical applications in the transportation, appliance, container, industrial machinery, construction and oil, gas, and petrochemical industries. In addition to our facilities in the United States, U. S. Steel has significant operations in Eastern Europe through U. S. Steel Košice (USSK), located in Slovakia.
We are proud to report the following accomplishments achieved in 2020:
•Set a safety performance record with a 2020 Days Away from Work rate of 0.07, which is eight times better than the industry average reported by the U.S. Bureau of Labor Statistics.
•Articulating and executing on the transformative Best of BothSM strategy, including exercise of the option to acquire the remaining interest in Big River Steel. The acquisition closed on January 15, 2021.
•Commissioned the new 1.6 million ton electric arc furnace (EAF) at Fairfield, Alabama in October 2020 that is currently used to feed our 0.9 million ton rounds caster.
•Completed construction of the continuous galvanizing line at our PRO-TEC joint venture, which will provide superior finishing capabilities for our differentiated line of advanced high strength steels.
•Trialed 11 U. S. Steel grades of steel at Big River Steel, with its low carbon emissions intensity production process, in furtherance of our commitment to support our sustainability goals and those of our customers.
•Awarded a perfect "100" score by the Human Rights Campaign Corporate Equality Index for the second straight year.
•Positive operating cash flow of $138 million in 2020 and strong year-end liquidity of approximately $3.2 billion, including $2.0 billion of cash, to support the execution of our strategy.
•Achieved record low 24-day cash conversion cycle time, demonstrating intense focus on cash efficiency.
•Successfully raised approximately $1.7 billion in incremental capital including debt offerings and stock issuances.
•Received approximately $163 million and $94 million in net proceeds from the sale of a non-core real estate asset in Fairless, Pennsylvania and the Stelco option to purchase a 25 percent interest in our Minntac mine in Mt. Iron, Minnesota, respectively.
Our disciplined and balanced capital strategy has positioned our balance sheet to support investments in our business. We continue to take steps to improve and secure our long-term position as an industry leader by reducing our vulnerabilities during down cycles, accentuating our advantages in up cycles, and enabling the creation of value - and the related rewards - for all U. S. Steel stakeholders through business cycles.
We aim to achieve our vision by successfully executing on our world-competitive, Best of Both strategy. By bringing together the best of the integrated steelmaking model with the best of the mini mill steelmaking model, we will transform our business to drive long-term cash flow through industry cycles. We aim to offer an unparalleled product platform to serve customers, achieve world-competitive positioning in strategic, high-margin end markets, and deliver high-quality, value-added products and innovative solutions that address our customers' most challenging steel needs. To become a Best of Both company, we are enhancing our focus on operational and commercial excellence and promoting technological innovation, so we can establish a more competitive cost structure and enhance our capabilities … two key drivers for our strategy.
U. S. Steel's results in 2020 were significantly impacted by market challenges in each of the Company's three reportable segments: North American Flat-Rolled (Flat-Rolled), U. S. Steel Europe (USSE) and Tubular Products (Tubular). In Flat-Rolled, results improved in the second half of the year due to the resumption of more typical operations from consumers of steel in North America that had been completely or partially shut down due to the coronavirus (COVID-19) pandemic. As regions unevenly re-
opened from pandemic related temporary idlings, demand levels increased, though demand remains at below typical levels. While steel prices did increase toward the end of the year, continued low spot prices impacted operating results for most of the year. Flat-Rolled results were largely impacted by the reset of calendar year fixed contract prices, as well as lost shipments due to customer operating restrictions and lower demand as a result of the COVID-19 pandemic. As a result of the sharp decline in North American steel demand, driving raw steel capacity utilization rates sharply lower to almost 50%, there was also significant spot price erosion that followed. USSE continued to experience margin compression due to modestly recovered but still weak performance of the manufacturing sector combined with continued high levels of imports and high raw materials costs. In Tubular, the continued disruption in the oil and gas industry, as well as pandemic-related impacts, reduced demand for oil and gas and severely impacted energy prices, creating significant reductions of drilling activity in the U.S. See Item 1. Business, Human Capital Management and Item 1. Business, Capital Structure and Liquidity for further details regarding our human and financial response to the COVID-19 pandemic, respectively.
Critical Accounting Estimates
Management’s discussion and analysis of U. S. Steel’s financial condition and results of operations is based upon U. S. Steel’s financial statements, which have been prepared in accordance with accounting standards generally accepted in the United States (U.S. GAAP). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at year-end and the reported amount of revenues and expenses during the year. Management regularly evaluates these estimates, including those related to employee benefits liabilities and assets held in trust relating to such liabilities; the carrying value of property, plant and equipment; intangible assets; valuation allowances for receivables, inventories and deferred income tax assets; liabilities for deferred income taxes; potential tax deficiencies; environmental obligations; potential litigation claims and settlements and put and call option assets and liabilities. Management’s estimates are based on historical experience, current business and market conditions, and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from current expectations under different assumptions or conditions.
Management believes that the following are the more significant judgments and estimates used in the preparation of the financial statements.
Inventories – Inventories are carried at the lower of cost or market for last-in, first-out (LIFO) inventories and lower of cost and net realizable value for first-in, first-out (FIFO) method inventories. LIFO is the predominant method of inventory costing for inventories in the United States and FIFO is the predominant method used in Europe. The LIFO method of inventory costing was used on 59 percent and 75 percent of consolidated inventories at December 31, 2020 and 2019, respectively. Since the LIFO inventory valuation methodology is an annual calculation, interim estimates of the annual LIFO valuation are required. We recognize the effects of the LIFO inventory valuation method on an interim basis by estimating the year end inventory amounts. The projections of annual LIFO inventory amounts are updated quarterly. Changes in U.S. GAAP rules or tax law, such as the elimination of the LIFO method of accounting for inventories, could negatively affect our profitability and cash flow.
Equity method investments – Investments in entities over which U. S. Steel has significant influence are accounted for using the equity method of accounting and are carried at U. S. Steel’s share of net assets plus loans, advances and our share of earnings less distributions. Differences in the basis of the investment and the underlying net asset value of the investee, if any, are amortized into earnings over the remaining useful life of the associated assets.
Income from investees includes U. S. Steel’s share of income from equity method investments, which is generally recorded a month in arrears. Gains or losses from changes in ownership of unconsolidated investees are recognized in the period of change. Intercompany profits and losses on transactions with equity investees have been eliminated in consolidation subject to lower of cost or market inventory adjustments.
U. S. Steel evaluates impairment of its equity method investments whenever circumstances indicate that a decline in value below carrying value is other than temporary. Under these circumstances, we would adjust the investment down to its estimated fair value, which then becomes its new carrying value.
Financial Instruments – U. S. Steel's purchase of a 49.9% equity ownership interest in Big River Steel on October 31, 2019 included certain call and put options. U. S. Steel marked these options to fair value each reporting period using a Monte Carlo simulation which is considered a Level 3 valuation technique. Level 3 valuation techniques include inputs to the valuation methodology that are considered unobservable and significant to the fair value measurement. When the U. S. Steel call option was exercised, the options were legally extinguished and a contingent forward purchase commitment was recorded for the value of the unsettled commitment to purchase the remaining interest in Big River Steel. The contingent forward purchase commitment was removed with the close of the Big River Steel purchase which occurred on January 15, 2021. See Note 5 and Note 20 to the Consolidated Financial Statements for further details.
Pensions and Other Benefits – The recording of net periodic benefit costs for defined benefit pensions and Other Benefits is based on, among other things, assumptions of the expected annual return on plan assets, discount rate, mortality, escalation or other changes in retiree health care costs and plan participation levels. Changes in the assumptions or differences between
actual and expected changes in the present value of liabilities or assets of U. S. Steel’s plans could cause net periodic benefit costs to increase or decrease materially from year to year as discussed below.
U. S. Steel’s investment strategy for its U.S. pension plan assets provides for a diversified mix of high quality bonds, public equities and selected smaller investments in private equities, private credit, timber and mineral interests. For its U.S. pension plan, U. S. Steel has a target allocation for plan assets of 45 percent in corporate bonds, government bonds and mortgage and asset-backed securities. The balance is primarily invested in equity securities, timber, private equity and real estate partnerships. U. S. Steel believes that returns on equities over the long term will be higher than returns from fixed-income securities as actual historical returns from U. S. Steel’s trusts have shown. Returns on bonds tend to offset some of the short-term volatility of stocks. Both equity and fixed-income investments are made across a broad range of industries and companies (both domestic and foreign) to provide protection against the impact of volatility in any single industry as well as company specific developments. U. S. Steel will use a 6.90 percent assumed rate of return on assets for the development of net periodic cost for the main defined benefit pension plan in 2021. The 2021 assumed rate of return was determined by taking into account the intended asset mix and some moderation of the historical premiums that fixed-income and equity investments have yielded above government bonds. Actual returns since the inception of the plans have exceeded the 6.90 percent rate and while recent annual returns have been volatile, it is U. S. Steel’s expectation that rates will achieve this level in future periods.
The UPI investment strategy for its pension plan is to minimize the volatility of the value of pension assets relative to obligations and to ensure assets are sufficient to pay plan benefits. To achieve this strategy, UPI has a liability driven allocation of 60 percent in fixed income with the balance primarily invested in return seeking U.S. and global equity. UPI will use a 5.35 percent assumed rate of return on assets for the development of net periodic cost for the UPI defined benefit pension plan in 2021.
For its Other Benefits plan assets, U. S. Steel employs a liability driven investment strategy. The plan assets are allocated to match the plan cash flows with maturing investments. To achieve this strategy, U. S. Steel has a target allocation for plan assets of 90 percent in high quality bonds. The balance is primarily invested in equity securities, timber, private equity, private credit and real estate partnerships. U. S. Steel will use a 4.25 percent assumed rate of return on assets for the development of net periodic cost for its Other Benefits plans. The 2021 assumed rate of return includes consideration of the intended asset mix.
The expected long-term rate of return on plan assets is applied to the market value of assets as of the beginning of the period less expected benefit payments and considering any planned contributions.
To determine the discount rate used to measure our pension and Other Benefit obligations for U.S. plans we utilize a bond matching approach to select specific bonds that would satisfy our projected benefit payments. At December 31, 2020, the weighted average discount rate used for our pension and Other Benefit obligations was determined to be 2.72 percent and 2.80 percent, respectively, compared to the weighted average discount rate used of 3.35 percent and 3.43 percent, respectively, at December 31, 2019. The discount rate reflects the current rate at which we estimate the pension and Other Benefits liabilities could be effectively settled at the measurement date.
U. S. Steel reviews its actual historical rate experience and expectations of future health care cost trends to determine the escalation of per capita health care costs under U. S. Steel’s benefit plans. Approximately three quarters of our costs for the domestic United Steelworkers (USW) participants’ retiree health benefits in the Company’s main domestic benefit plan are limited to a per capita dollar maximum calculation based on 2006 base year actual costs incurred under the main U. S. Steel benefit plan for USW participants (cost cap). The full effect of the cost cap is expected to be realized around 2028. After 2028, the Company’s costs for a majority of USW retirees and their dependents are expected to remain fixed and as a result, the cost impact of health care escalation for the Company is projected to be limited for this group (See Note 18 to the Consolidated Financial Statements). For measurement of its domestic retiree medical plans where health care cost escalation is applicable, U. S. Steel has assumed an initial escalation rate of 6.50 percent for 2021. This rate is assumed to decrease gradually to an ultimate rate of 4.50 percent in 2029 and remain at that level thereafter.
Net periodic pension benefit cost, including multiemployer plans, is expected to total approximately $87 million in 2021 compared to $145 million in 2020. Excluding settlement and special termination losses totaling $11 million in 2020, the decrease in net periodic pension benefit cost in 2021 is primarily due to 2020 asset performance, partially offset by the decrease in discount rates. Net periodic other benefit income in 2021 is expected to be approximately $(72) million, compared to $(23) million in 2020. The expected improvement in the 2021 net periodic other benefit income is primarily due to the expiration of prior service cost bases and projected decreases in future healthcare costs.
The tables below project the incremental effect of a hypothetical one percentage point change in significant assumptions used in determining the funded status and net periodic benefit cost for pension and other benefits:
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At December 31, 2020
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Hypothetical Rate Change
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(In millions)
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1%
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|
(1)%
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Discount rates and interest rates
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|
Incremental change in:
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Pension and other benefits obligations, increase/(decrease)
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$
|
(719)
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|
$
|
861
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|
Fixed income assets, (increase)/decrease
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|
481
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|
(582)
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Net impact on funded status, increase/(decrease)
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$
|
238
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|
|
$
|
(279)
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|
The fixed income asset sensitivity shown above excludes other fixed income return components (e.g. changes in credit spreads, bond coupon and active management excess returns), and growth asset returns. Fixed income sensitivity reflects the asset allocation and investment policy effective December 31, 2020. Other factors that impact net funded status (e.g., contributions) are not reflected.
Discount rates and the expected long-term return on assets have a material impact on net periodic pension and other benefit costs. The table below estimates the impact to net periodic pension costs of a hypothetical one percentage point change in rates:
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Hypothetical Rate
Increase (Decrease)
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(In millions)
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1%
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(1)%
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Expected return on plan assets
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Incremental (decrease) increase in:
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Net periodic pension and other benefits costs for 2020
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$
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(71)
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$
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71
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|
Discount rates
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|
Incremental (decrease) increase in:
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Net periodic pension & other benefits costs for 2020
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$
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(16)
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$
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14
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|
Changes in the assumptions for expected annual return on plan assets and the discount rate used for accounting purposes do not impact the funding calculations used to derive minimum funding requirements for the pension plan. However, the discount rate required for minimum funding purposes is also based on corporate bond related indices and as such, the same general sensitivity concepts as above can be applied to increases or decreases to the funding obligations of the plans assuming the same hypothetical rate changes. (See Note 18 to the Consolidated Financial Statements for a discussion regarding legislation enacted in November of 2015 that impacts the discount rate used for funding purposes.) For further cash flow discussion see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources.”
Long-lived assets – U. S. Steel evaluates long-lived assets, primarily property, plant and equipment for impairment whenever changes in circumstances indicate that the carrying amounts of those productive assets exceed their recoverable amount as determined by the asset group's projected undiscounted cash flows. We evaluate the impairment of long-lived assets at the asset group level. Our primary asset groups are Flat-Rolled, welded tubular, seamless tubular and U. S. Steel Europe (USSE).
For the period ended March 31, 2020, the steep decline in oil prices that resulted from market oversupply and declining demand was considered a triggering event for the welded tubular and seamless tubular asset groups. A quantitative analysis was completed for both asset groups and a $263 million impairment, consisting of an impairment of $196 million for property, plant and equipment and $67 million for intangible assets was recorded for the welded tubular asset group while no impairment was indicated for the seamless tubular asset group. There were no other triggering events that required an impairment evaluation of our long-lived asset groups during the year-ended December 31, 2020.
During 2019, steel market challenges in the U.S. and Europe, the idling of certain Flat-Rolled facilities and recent losses in the welded tubular asset group were considered triggering events for the Flat-Rolled, USSE and welded tubular asset groups. U. S. Steel completed a quantitative analysis of its long-lived assets for these asset groups and determined that the assets were not impaired. The percentage excess of estimated future cash flows over the net assets was greater than 30 percent for our welded tubular asset group. The key assumptions used to estimate the recoverable amounts for the welded tubular asset group were estimates of future commercial prices, commercial program management and efficiency improvements over the 12-year remaining useful life of the primary welded tubular assets. The percentage excess of estimated future cash flows over the net assets was greater than 75 percent for both the Flat-Rolled and USSE asset groups. There were no triggering events for the seamless tubular asset group that required long-lived assets to be evaluated for impairment.
Taxes - U. S. Steel records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. A valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely
than not that some portion, or all, of a deferred tax asset will not be realized. Each quarter U. S. Steel analyzes the likelihood that our deferred tax assets will be realized.
At December 31, 2020, after weighing all the positive and negative evidence, U. S. Steel determined that it was still more likely than not that the net domestic deferred tax asset (excluding a portion of a deferred tax liability with an indefinite life) may not be realized. As a result, U. S. Steel recorded a $229 million non-cash charge to tax expense. In the future, if we determine that it is more likely than not that we will be able to realize all or a portion of our deferred tax assets, the valuation allowance will be reduced, and we will record a benefit to earnings. See Note 11 to the Consolidated Financial Statements for further details.
At December 31, 2019, after weighing all the positive and negative evidence, U. S. Steel determined that it was more likely than not that the net domestic deferred tax asset (excluding a portion of a deferred tax liability related to an asset with an indefinite life, as well as a deferred tax asset related to refundable AMT credits) may not be realized. As a result, U. S. Steel recorded a $334 million non-cash charge to tax expense.
At the end of both 2020 and 2019, U. S. Steel did not have any undistributed foreign earnings and profits for which U.S. deferred taxes have not been provided.
U. S. Steel records liabilities for uncertain tax positions. These liabilities are based on management’s judgment of the risk of loss for items that have been or may be challenged by taxing authorities. If U. S. Steel determines that tax-related items would not be considered uncertain tax positions or that items previously not considered to be potential uncertain tax positions could be considered potential uncertain tax positions (as a result of an audit, court case, tax ruling or other authoritative tax position), an adjustment to the liability would be recorded through income in the period such determination was made.
Environmental remediation – U. S. Steel has been identified as a potentially responsible party (PRP) at five sites under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) as of December 31, 2020. Of these, there are three sites where information requests have been received or there are other indications that U. S. Steel may be a PRP under CERCLA, but where sufficient information is not presently available to confirm the existence of liability or to make a reasonable estimate with respect to any potential liabilities. There are also nine additional sites where U. S. Steel may be liable for remediation costs in excess of $1 million under other environmental statutes, both federal and state, or where private parties are seeking to impose liability on U. S. Steel for remediation costs through discussions or litigation. At many of these sites, U. S. Steel is one of a number of parties involved and the total cost of remediation, as well as U. S. Steel’s share, is frequently dependent upon the outcome of ongoing investigations and remedial studies. U. S. Steel accrues for environmental remediation activities when the responsibility to remediate is probable and the amount of associated costs is reasonably determinable. As environmental remediation matters proceed toward ultimate resolution or as remediation obligations arise, charges in excess of those previously accrued may be required.
U. S. Steel's accrual for environmental liabilities for U.S. and international facilities as of December 31, 2020 and 2019 was $146 million and $186 million, respectively. These amounts exclude liabilities related to asset retirement obligations, disclosed in Note 19 to the Consolidated Financial Statements.
U. S. Steel is the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. The ultimate resolution of these contingencies could, individually or in the aggregate, be material to the Consolidated Financial Statements.
For discussion of relevant environmental items, see “Part I. Item 3. Legal Proceedings—Environmental Proceedings.”
Segments
U. S. Steel has three reportable segments: North American Flat-Rolled (Flat-Rolled), U. S. Steel Europe (USSE) and Tubular Products (Tubular). The results of our 49.9% ownership interest in Big River Steel and our railroad and real estate businesses that do not constitute reportable segments are combined and disclosed in the Other Businesses category. Beginning in 2021, we will report the results of Big River Steel in a separate “Mini Mill” segment.
The Flat-Rolled segment includes the operating results of U. S. Steel’s integrated steel plants and equity investees in North America (except for Big River Steel, which is included in Other Businesses) involved in the production of slabs, strip mill plates, sheets and tin mill products, as well as all iron ore and coke production facilities in the United States. These operations primarily serve North American customers in the service center, conversion, transportation (including automotive), construction, container, and appliance and electrical markets.
The USSE segment includes the operating results of U. S. Steel Košice (USSK), U. S. Steel’s integrated steel plant and coke production facilities in Slovakia, and its subsidiaries. USSE conducts its business mainly in Central and Western Europe and primarily serves customers in the European transportation (including automotive), construction, container appliance, electrical, service center, conversion and oil, gas and petrochemical markets. USSE produces and sells slabs, strip mill plate, sheet, tin mill products and spiral welded pipe, as well as refractory ceramic materials.
The Tubular segment includes the operating results of U. S. Steel’s tubular production facilities and an equity investee in the United States. These operations produce and sell seamless and electric resistance welded (ERW) steel casing and tubing
(commonly known as oil country tubular goods or OCTG), standard and line pipe and mechanical tubing and primarily serve customers in the oil, gas and petrochemical markets.
For further information, see Note 4 to the Consolidated Financial Statements.
Net Sales
Net Sales by Segment
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(Dollars in millions, excluding intersegment sales)
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|
2020
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|
2019
|
|
2018
|
Flat-Rolled
|
|
$
|
7,071
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|
|
$
|
9,279
|
|
|
$
|
9,681
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|
USSE
|
|
1,967
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|
|
2,417
|
|
|
3,205
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|
Tubular
|
|
639
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|
|
1,188
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|
|
1,231
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|
Total sales from reportable segments
|
|
9,677
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|
|
12,884
|
|
|
14,117
|
|
Other Businesses
|
|
64
|
|
|
53
|
|
|
61
|
|
Net sales
|
|
$
|
9,741
|
|
|
$
|
12,937
|
|
|
$
|
14,178
|
|
Management’s analysis of the percentage change in net sales for U. S. Steel’s reportable business segments is set forth in the following tables:
Year Ended December 31, 2020 versus Year December 31, 2019
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|
Steel Products(a)
|
|
|
|
|
Volume
|
|
Price
|
|
Mix
|
|
FX(b)
|
|
Other(c)
|
|
Net
Change
|
Flat-Rolled
|
|
(16)
|
%
|
|
(7)
|
%
|
|
3
|
%
|
|
—
|
%
|
|
(4)
|
%
|
|
(24)
|
%
|
USSE
|
|
(15)
|
%
|
|
(6)
|
%
|
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
|
(19)
|
%
|
Tubular
|
|
(39)
|
%
|
|
(7)
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
(46)
|
%
|
(a)Excludes intersegment sales
(b)Foreign currency translation effects
(c)Primarily sales of raw materials and coke making by-products
Net sales for the twelve months ended December 31, 2020 compared to the same period in 2019 were $9,741 million and $12,937 million, respectively.
•For the Flat-Rolled segment the decrease in sales resulted from decreased shipments (decrease of 1,989 million tons) across most products, a result of the COVID-19 pandemic induced shutdowns that began late in the first quarter of 2020. Lower average realized prices of $35 per net ton for 2020 were also a result of the pandemic onset in March.
•For the USSE segment the decrease in sales resulted from decreased shipments (decrease of 549 thousand tons) across most products and lower average realized prices (decrease of $26 per net ton) across all products.
•For the Tubular segment the decrease in sales resulted from decreased shipments (decrease of 305 thousand tons) across all products, lower average realized prices (decrease of $179 per net ton) across all products and continued high levels of energy tubular imports.
Operating Expenses
Union profit-sharing costs
|
|
|
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|
|
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|
|
Year Ended December 31,
|
(Dollars in millions)
|
|
2020
|
|
2019
|
Allocated to segment results
|
|
$
|
—
|
|
|
$
|
12
|
|
Profit-based amounts are calculated and paid on a quarterly basis as a percentage of consolidated earnings (loss) before interest and income taxes based on 7.5 percent of profit between $10 and $50 per ton and 15 percent of profit above $50 per ton.
The amounts above represent profit-sharing amounts paid to active USW-represented employees and are included in cost of sales on the Consolidated Statement of Operations.
Net periodic pension and other benefits costs
Pension and other benefit costs (other than service cost) are reflected within net interest and other financial costs and the service cost component is reflected within cost of sales in the Consolidated Statements of Operations.
Defined benefit and multiemployer pension plan costs included in cost of sales totaled $127 million in 2020 and $121 million in 2019.
Other benefit service cost included in cost of sales totaled $12 million in 2020 and $13 million in 2019.
Costs related to defined contribution plans totaled $22 million in 2020 and $48 million in 2019. The decrease from 2019 primarily resulted from the temporary suspension of the Company's contributions for salaried defined contribution plans that occurred within 2020.
Selling, general and administrative expenses
Selling, general and administrative expenses were $274 million in 2020 and $289 million in 2019. The decrease from 2019 to 2020 is primarily related from the suspension of the Company's defined contribution plans for a portion of 2020.
Operating configuration adjustments
Over the past three years, the Company has adjusted its operating configuration in response to changing market conditions including global overcapacity, unfair trade practices and increases in domestic demand as a result of tariffs on imports by indefinitely and temporarily idling and then re-starting production at certain of its facilities. U. S. Steel will continue to adjust its operating configuration in order to maximize its strategy of combining the Best of Both leading integrated and mini mill technology.
In October 2020 U. S. Steel started its newly constructed, technologically advanced EAF steelmaking facility at its Fairfield, Alabama, operations.
In 2020, we took actions to adjust our footprint by temporarily idling certain operations for an indefinite period to better align production with customer demand and respond to the impacts from the COVID-19 pandemic. The operations that remained idle as of December 31, 2020 included:
•Blast Furnace A at Granite City Works
•Lone Star Tubular Operations
•Lorain Tubular Operations
•Wheeling Machine Products coupling production facility at Hughes Springs, Texas
As of December 31, 2020 the approximate carrying value of the idled fixed assets for facilities noted above was: Granite City Works Blast Furnace A, $65 million; Lone Star Tubular Operations, $5 million; and Lorain Tubular Operations, $70 million.
In December 2019, U. S. Steel announced that it would indefinitely idle a significant portion of Great Lakes Works. The Company began idling the iron and steelmaking facilities in March 2020 and the hot strip mill rolling facility in June 2020. The carrying value of the Great Lakes Works facilities that were indefinitely idled was approximately $330 million as of December 31, 2020.
In December 2019, the Company completed the indefinite idling of its East Chicago Tin (ECT) operations within its Flat-Rolled segment. ECT was indefinitely idled primarily due to increased tin import levels in the U.S. Additionally, U. S. Steel indefinitely idled its finishing facility in Dearborn, Michigan (which operates an electrolytic galvanizing line), during the fourth quarter of 2019. The carrying value of these facilities was approximately $15 million as of December 31, 2020.
Depreciation, depletion and amortization
Depreciation, depletion and amortization expenses were $643 million in 2020 and $616 million in 2019. The increases from 2019 to 2020 are primarily due to increased capital spending in recent years.
Earnings from investees
Loss from investees was $117 million in 2020 versus earnings from investees of $79 million in 2019. The decrease from 2019 to 2020 is primarily due to equity losses from our investment in Big River Steel.
Restructuring and Other Charges
During 2020, the Company recorded restructuring and other charges of $138 million, which consists of charges of $66 million for the indefinite idling of a significant portion of Great Lakes Works, and our Keetac mining operations which was restarted in the fourth quarter, $25 million for the indefinite idling of Lorain Tubular Operations and Lone Star Tubular Operations, and $15 million and $32 million for employee benefit costs related to Company-wide headcount reductions and headcount reductions under a voluntary early retirement program (VERP) offered at USSK, respectively.
Charges for restructuring and ongoing cost reduction initiatives are recorded in the period U. S. Steel commits to a restructuring or cost reduction plan, or executes specific actions contemplated by the plan and all criteria for liability recognition have been met. Charges related to restructuring and cost reductions are reported in restructuring and other charges in the Consolidated Statements of Operations.
(Loss) earnings before interest and income taxes by Segment (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in Millions)
|
|
2020
|
|
2019
|
Flat-Rolled
|
|
$
|
(596)
|
|
|
$
|
196
|
|
USSE
|
|
9
|
|
|
(57)
|
|
Tubular
|
|
(179)
|
|
|
(67)
|
|
Total earnings (loss) from reportable segments
|
|
(766)
|
|
|
72
|
|
Other Businesses
|
|
$
|
(39)
|
|
|
23
|
|
Segment earnings (loss) before interest and income taxes
|
|
(805)
|
|
|
95
|
|
Other items not allocated to segments:
|
|
|
|
|
Asset impairment charges
|
|
(263)
|
|
|
—
|
|
Restructuring and other charges (b)
|
|
(138)
|
|
|
(275)
|
|
Tubular inventory impairment
|
|
(24)
|
|
|
—
|
|
Big River Steel debt extinguishment charges
|
|
(18)
|
|
|
—
|
|
Big River Steel transaction and other related costs
|
|
(3)
|
|
|
—
|
|
Fairless property sale
|
|
145
|
|
|
—
|
|
Gain on previously held investment in UPI
|
|
25
|
|
|
—
|
|
December 24, 2018 Clairton coke making facility fire
|
|
6
|
|
|
(50)
|
|
Total (loss) earnings before interest and income taxes
|
|
$
|
(1,075)
|
|
|
$
|
(230)
|
|
(a) See Note 4 to the Consolidated Financial Statements for reconciliations and other disclosures required by Accounting Standards Codification Topic 280.
(b) Included in restructuring and other charges on the Consolidated Statements of Operations. See Note 25 to the Consolidated Financial Statements.
Gross Margin by Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2020
|
|
2019
|
Flat-Rolled
|
|
1
|
%
|
|
8
|
%
|
USSE
|
|
7
|
%
|
|
3
|
%
|
Tubular
|
|
(20)
|
%
|
|
(1)
|
%
|
Segment results for Flat-Rolled
The Flat-Rolled segment had a loss of $596 million for the year ended December 31, 2020 compared to earnings of $196 million for the year ended December 31, 2019. The decrease in Flat-Rolled results for 2020 compared to 2019 was primarily due to:
•lower average realized prices (approximately $565 million)
•decreased shipments, including substrate to our Tubular segment (approximately $310 million)
•decreased mining sales (approximately $140 million)
•increased other costs (approximately $30 million),
these changes were partially offset by:
•lower energy costs (approximately $100 million)
•lower raw material costs (approximately $95 million)
•decreased operating costs (approximately $60 million)
Gross margin for 2020 as compared to 2019 decreased primarily as a result of lower sales volume and average realized prices.
Segment results for USSE
The USSE segment had earnings of $9 million for the year ended December 31, 2020 compared to loss of $57 million for the year ended December 31, 2019. The increase in USSE results in 2020 compared to 2019 was primarily due to:
•lower raw material costs (approximately $110 million)
•decreased operating costs (approximately $75 million)
•lower energy costs (approximately $20 million)
•favorable currency impacts (approximately $10 million)
•lower other costs (approximately $10 million)
these changes were partially offset by:
•lower average realized prices (approximately $160 million)
Gross margin increased from 2020 as compared to 2019 primarily as a result of lower operating costs and raw material prices.
Segment results for Tubular
The Tubular segment had a loss of $179 million for the year ended December 31, 2020 compared to a loss of $67 million for the year ended December 31, 2019. The decrease in Tubular results in 2020 as compared to 2019 was primarily due to:
•lower average realized prices (approximately $80 million)
•decreased shipments, including volume inefficiencies (approximately $70 million)
•increased operating costs (approximately $5 million)
•higher energy costs (approximately $5 million),
these changes were partially offset by:
•lower raw material cost (approximately $25 million)
•decreased other costs (approximately $25 million)
Gross margin for 2020 as compared to 2019 decreased primarily due to lower sales volume and average realized prices.
Results for Other Businesses
Other Businesses had a loss of $39 million for the year ended December 31, 2020 compared to earnings of $23 million for the year ended December 31, 2019. The decrease in earnings primarily resulted from recording our share of losses from our equity investment in Big River Steel.
Items not allocated to segments:
•We recorded asset impairment charges of $263 million for the impairment of property, plant and equipment and intangible asset within our welded tubular asset group.
•We recorded restructuring and other charges of $138 million for the indefinite idling of a significant portion of Great Lakes Works and our Keetac mining operations, Lorain Tubular Operations, Lone Star Tubular Operations and for employee benefit costs related to Company-wide headcount reductions and a VERP offered at USSK.
•We recorded a tubular inventory impairment charge of $24 million for write-downs to inventory related to the indefinite idlings at Lone Star Tubular Operations and Lorain Tubular Operations.
•Big River Steel debt extinguishment charges of $18 million were recognized in (Loss) earnings from investees for the refinancing of debt at Big River Steel.
•We recorded Big River Steel transaction and other related costs of $3 million related to the Big River Steel acquisition.
•We recorded a Fairless property sale gain of $145 million on the sale of our non-core real estate asset, the Keystone Industrial Port Complex, in Fairless Hills, Pennsylvania.
•We recorded a $25 million gain on previously held investment in UPI as described in Note 5 to the Consolidated Financial Statements.
•We had recoveries of $6 million for costs associated with the December 24, 2018 Clairton coke making facility fire.
Net Interest and Other Financial Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in millions)
|
|
2020
|
|
2019
|
Interest income
|
|
$
|
(7)
|
|
|
$
|
(17)
|
|
Interest expense
|
|
280
|
|
|
142
|
|
Net periodic benefit (income) cost (other than service cost)
|
|
(25)
|
|
|
91
|
|
Other financial (gains) costs
|
|
(16)
|
|
|
6
|
|
Net interest and other financial costs
|
|
$
|
232
|
|
|
$
|
222
|
|
Net interest and other financial costs increased in 2020 as compared to 2019 from increased interest expense due to a higher level of debt partially offset by lower net periodic benefit cost (as discussed below). For additional information on U. S. Steel indebtedness see Note 17 to the Consolidated Financial Statements
The net periodic benefit (income) cost (other than service cost) components of pension and other benefit costs are reflected in the table above, and decreased in 2020 as compared to 2019 primarily due to better than expected 2019 asset performance, lower amortization of prior service costs, lower future healthcare costs, and reduced participation in our retiree health plans.
For additional information on U. S. Steel’s foreign currency exchange activity see Note 16 to the Consolidated Financial Statements and Item 7A. "Quantitative and Qualitative Disclosures about Market Risk – Foreign Currency Exchange Rate Risk.”
Income Taxes
The income tax benefit for the year ended December 31, 2020 was $142 million compared to an income tax expense of $178 million in 2019. In general, the amount of tax expense or benefit from continuing operations is determined without regard to the tax effect of other categories of income or loss, such as other comprehensive income. However, an exception to this rule applies when there is a loss from continuing operations and income from other categories. In 2020, the tax benefit includes a benefit of $138 million related to this accounting exception. The tax benefit in 2020 also includes expense of $13 million for an updated estimate to tax reserves related to an unrecognized tax benefit. Due to the full valuation allowance on our domestic deferred tax assets, the tax benefit in 2020 does not reflect any additional tax benefit for domestic pretax losses. In 2019, the tax provision reflects a benefit for percentage depletion in excess of cost depletion from iron ore that we produce and consume or sell.
The Company regularly evaluates the need for a valuation allowance for its deferred income tax benefits by assessing whether it is more likely than not it will realize these benefits in future periods. In assessing the need for a valuation allowance, the Company considers all available evidence, both positive and negative, related to the likelihood of realization of its deferred income tax benefits, and based on the weight of that evidence, determines whether a valuation allowance is required.
During the fourth quarter of 2020, management reviewed the Company’s current and forecasted operating results, current economic market conditions impacting the steel industry, and tax planning strategies. As of December 31, 2020, the Company concluded that it is more likely than not the Company will be able to realize its foreign deferred income tax benefits in future periods. Management will continue to assess the need for a valuation allowance and given the cyclical nature of the steel industry, the continued high level of steel imports, and future demand for steel and steel related products, may reach a different conclusion in future periods. As of December 31, 2020, the Company’s net foreign deferred tax assets were $18 million.
For further information on income taxes see Note 11 to the Consolidated Financial Statements.
Net earnings/(loss) attributable to U. S. Steel
Net loss attributable to U. S. Steel in 2020 was $1,165 million compared to net loss of $630 million in 2019. The changes primarily reflected the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $138 million in 2020 compared to $682 million in 2019. The decrease in 2020 compared to 2019 was primarily due to decreased operating results, partially offset by changes in working capital. Changes in working capital can vary significantly depending on factors such as the timing of inventory production and purchases, which is affected by the length of our business cycles as well as our captive raw materials position, customer payments of accounts receivable and payments to vendors in the regular course of business.
Our cash conversion cycle decreased 13 days in the fourth quarter of 2020 from the fourth quarter of 2019 as shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Conversion Cycle
|
2020
|
|
|
2019
|
|
$ millions
|
|
Days
|
|
|
$ millions
|
|
Days
|
Accounts receivable, net (a)
|
$
|
994
|
|
|
38
|
|
|
$
|
1,177
|
|
|
42
|
|
|
|
|
|
|
|
|
|
+ Inventories (b)
|
$
|
1,402
|
|
|
54
|
|
|
$
|
1,785
|
|
|
64
|
|
|
|
|
|
|
|
|
|
- Accounts Payable and Other Accrued Liabilities (c)
|
$
|
1,861
|
|
|
68
|
|
|
$
|
1,970
|
|
|
69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
= Cash Conversion Cycle (d)
|
|
|
24
|
|
|
|
|
37
|
(a) Calculated as Average Accounts Receivable, net divided by total Net Sales multiplied by the number of days in the period.
(b) Calculated as Average Inventory divided by total Cost of Sales multiplied by the number of days in the period.
(c) Calculated as Average Accounts Payable and Other Accrued Liabilities less bank checks outstanding and other current liabilities divided by total Cost of Sales multiplied by the number of days in the period.
(d) Calculated as Accounts Receivable Days plus Inventory Days less Accounts Payable Days.
The cash conversion cycle is a non-generally accepted accounting principles (non-GAAP) financial measure. We believe the cash conversion cycle is a useful measure in providing investors with information regarding our cash management performance and is a widely accepted measure of working capital management efficiency. The cash conversion cycle should not be considered in isolation or as an alternative to other GAAP metrics as an indicator of performance.
The last-in, first-out (LIFO) inventory method is the predominant method of inventory costing in the United States. At December 31, 2020 and 2019, the LIFO method accounted for 59 percent and 75 percent of total inventory values, respectively. In the U.S., management monitors the inventory realizability by comparing the LIFO cost of inventory with the replacement cost of inventory. To the extent the replacement cost (i.e., market value) of inventory is lower than the LIFO cost of inventory, management will write the inventory down. As of December 31, 2020 and 2019, the replacement cost of the inventory was higher by approximately $848 million and $735 million, respectively.
Net cash provided by operating activities for 2020 and 2019 reflects employee benefits payments as shown in the following table.
Benefits Payments for Employees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in millions)
|
|
2020
|
|
2019
|
Other employee benefits payments not funded by trusts
|
|
$
|
46
|
|
|
$
|
45
|
|
Payments to a multiemployer pension plan
|
|
76
|
|
|
77
|
|
Pension related payments not funded by trusts
|
|
7
|
|
|
8
|
|
Reductions in cash flows from operating activities
|
|
$
|
129
|
|
|
$
|
130
|
|
Capital expenditures in 2020 were $0.725 billion compared to $1.252 billion in 2019.
2020 Capital Spending
Total capital expenditures for 2020 were $725 million. Flat-Rolled capital expenditures were $484 million and included spending for Mon Valley Endless Casting and Rolling, Gary Hot Strip Mill upgrades, Gary #4 Blast Furnace, Gary Chrome Treatment, Mining Equipment, and various other infrastructure, environmental and strategic projects. USSE capital expenditures of $79 million consisted of spending for completion of the BAT program, BF 2 Stove, long-lead time manufacturing for the new Dynamo line, and various other infrastructure and environmental projects. Tubular capital expenditures were $159 million and included spending for the Fairfield Electric Arc Furnace (EAF), and various other infrastructure and environmental projects.
Capital expenditures for 2021 are expected to total approximately $675 million and remain focused largely on strategic, infrastructure and environmental projects, as well as continued reinvestment in our equipment to improve our operating reliability and efficiency, and product quality and cost by focusing on investments in our Flat-Rolled segment.
U. S. Steel’s contractual commitments to acquire property, plant and equipment at December 31, 2020, totaled $583 million.
Liquidity
The following table summarizes U. S. Steel’s liquidity as of December 31, 2020:
|
|
|
|
|
|
(Dollars in millions)
|
|
Cash and cash equivalents
|
$
|
1,985
|
|
Amount available under $2.0 Billion Credit Facility
|
944
|
|
Amounts available under USSK credit facilities
|
224
|
|
Total estimated liquidity
|
$
|
3,153
|
|
Net cash provided by financing activities was $1.581 billion for the twelve months ended December 31, 2020 compared to the same period in 2019 as the Company bolstered its liquidity and financial flexibility through the receipt of net proceeds of $977 million from the issuance of the 2025 Senior Secured Notes, $240 million from borrowings on the Export-Import Credit Agreement and $410 million from the offering of 50,000,000 shares of common stock.
As of December 31, 2020, $271 million of the total cash and cash equivalents was held by our foreign subsidiaries. Substantially all of the liquidity attributable to our foreign subsidiaries can be accessed without the imposition of income taxes as a result of the
election effective December 31, 2013 to liquidate for U.S. income tax purposes a foreign subsidiary that holds most of our international operations.
Certain of our credit facilities, including the Credit Facility Agreement, the USSK Credit Agreement, the Export-Import Credit Agreement, and the Export Credit Agreement, contain standard terms and conditions including customary material adverse change clauses. If a material adverse change was to occur, our ability to fund future operating and capital requirements could be negatively impacted.
We may from time to time seek to retire or repurchase our outstanding long-term debt through open market purchases, privately negotiated transactions, exchange transactions, redemptions or otherwise. Such purchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, and other factors and may be commenced or suspended at any time. The amounts involved may be material. See Note 17 to the Consolidated Financial Statements for further details regarding U. S. Steel's debt.
We use surety bonds, trusts and letters of credit to provide financial assurance for certain transactions and business activities. The use of some forms of financial assurance and cash collateral have a negative impact on liquidity. U. S. Steel has committed $222 million of liquidity sources for financial assurance purposes as of December 31, 2020. Increases in certain of these commitments which use collateral are reflected within cash, cash equivalents and restricted cash on the Consolidated Statement of Cash Flows.
As of December 31, 2020, Stelco had made installment payments totaling $100 million under the Option Agreement which are recorded in noncontrolling interest net of transaction fees in the Consolidated Balance Sheet. See Note 20 to the Consolidated Financial Statements for further details.
We finished 2020 with $1.985 billion of cash and cash equivalents and $3.153 billion of total liquidity. On January 15, 2021 we closed on the purchase of the remaining equity in Big River Steel for approximately $723 million in cash and the assumption of liabilities of approximately $50 million. Available cash is left on deposit with financial institutions or invested in highly liquid securities with parties we believe to be creditworthy. U. S. Steel management believes that our liquidity will be adequate to fund our requirements based on our current assumptions with respect to our results of operations and financial condition, including the continued impact of the COVID-19 pandemic and the ongoing disruption in the oil and gas industry.
The following credit facility activity has occurred in January and early February of 2021:
•On January 15, 2021, a payment of €50 million (approximately $61 million) was made under the USSK Credit Agreement.
•On January 22, 2021, our Big River Steel subsidiary borrowed $50 million under its credit facility.
•On January 29, 2021, a payment of $100 million was made under the Credit Facility Agreement.
•On February 10, 2021, notice was given that we intend to make an additional payment on February 16, 2021 of $250 million under the Credit Facility Agreement.
See Note 17 to the Consolidated Financial Statements for a description of U. S. Steel debt as of December 31, 2020, including the terms and descriptions of our outstanding Senior Secured Notes and Senior Notes.
After the closing of the Big River Steel purchase on January 15, 2021, additional indebtedness of approximately $1.9 billion (excluding any potential step-up to fair value) became the financial obligation of the Company and will be included on our Consolidated Balance Sheet in future periods. Below is a summary:
•6.625% Senior Secured Notes in the aggregate principal amount of $900 million that mature on January 31, 2029 that pay interest semi-annually on January 31 and July 31 of each year;
•4.50% Arkansas Development Finance Authority Bonds in the amount of $487 million that have a final maturity of September 1, 2049 that pay interest semi-annually on each March 1 and September 1;
•4.75% Arkansas Development Finance Authority Bonds Tax Exempt Series 2020 (Green Bonds) in the amount of $265 million that have a final maturity on September 1, 2049 and pay interest semi-annually on March 1 and September 1 each year;
•Other long-term indebtedness that includes a building mortgage and finance leases that total approximately $200 million.
We expect that our estimated liquidity requirements will consist primarily of our 2021 planned strategic and sustaining capital expenditures, interest expense, and operating costs and employee benefits for our operations after taking into account the footprint actions and cost reductions at our plants and headquarters described above. Our available liquidity at December 31, 2020 consists principally of our cash and cash equivalents and available borrowings under the Credit Facility Agreement and the USSK Credit Facilities. Management continues to evaluate market conditions in our industry and our global liquidity position, and may consider additional actions to further strengthen our balance sheet and optimize liquidity, which may include drawing on available capacity under the Credit Facility Agreement and/or the USSK Credit Facilities, or reducing outstanding borrowings under those facilities from time to time if deemed appropriate by management.
In October 2020, the Company entered into a supply chain finance (SCF) agreement with a third party administrator with an initial term of one year to allow participating suppliers, at their sole discretion, to make offers to sell payment obligations of the
Company prior to their scheduled due dates at a discounted price to a participating financial institution. The third party administrator entered into a separate one year agreement with the Export Import Bank of the United States (Ex-Im Guarantee) that guarantees 95 percent of the supplier payment obligations sold for up to $200 million. No guarantees are provided by the Company or any of its subsidiaries under the SCF program. The Company’s goal is to capture overall supplier savings and improve working capital efficiency and the agreements facilitate the suppliers’ ability to sell payment obligations, while providing them with greater working capital flexibility. The Company has no economic interest in the sale of the suppliers’ receivables and no direct financial relationship with the financial institution concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to sell amounts under the arrangements. The underlying costs from suppliers that elected to participate in the SCF program are generally recorded in cost of sales in the Company’s Consolidated Statement of Operations. Amounts due to suppliers who participate in the SCF program are reflected in accounts payable and accrued expenses on the Company’s Consolidated Balance Sheet and payments on the obligations by our suppliers are included in cash used in operating activities in the Consolidated Statement of Cash Flows. As of December 31, 2020, accounts payable and accrued expenses included approximately $34 million of outstanding payment obligations which suppliers elected to sell to participating financial institutions. Access to supply chain financing could be curtailed in the future if the terms of the Ex-Im Guarantee are modified or if our credit ratings are downgraded. If access to supply chain financing is curtailed, working capital could be negatively impacted which may necessitate further long-term borrowings.
At December 31, 2020, in the event of a change in control of U. S. Steel: (a) debt obligations totaling $4,317 million as of December 31, 2020 may be declared due and payable; (b) the Credit Facility Agreement and the USSK credit facilities may be terminated and any amounts outstanding declared due and payable.
The maximum guarantees of the indebtedness of unconsolidated entities of U. S. Steel totaled $7 million at December 31, 2020. If any default related to the guaranteed indebtedness occurs, U. S. Steel has access to its interest in the assets of the investees to reduce its potential losses under the guarantees.
The following table summarizes U. S. Steel’s contractual obligations at December 31, 2020, and the effect such obligations are expected to have on our liquidity and cash flows in future periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
Contractual Obligations
|
|
Total
|
|
2021
|
|
2022
through
2023
|
|
2024 through
2025
|
|
Beyond
2025
|
|
Debt (including interest) and finance leases(a)
|
|
$
|
7,564
|
|
|
$
|
524
|
|
|
$
|
1,047
|
|
|
$
|
2,913
|
|
|
$
|
3,080
|
|
|
Operating leases(b)
|
|
265
|
|
|
73
|
|
|
96
|
|
|
57
|
|
|
39
|
|
|
Contractual purchase commitments(c)
|
|
5,781
|
|
|
3,415
|
|
|
1,351
|
|
|
313
|
|
|
702
|
|
|
Capital commitments(d)
|
|
583
|
|
|
442
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
Environmental commitments(d)
|
|
146
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
103
|
|
(e)
|
Steelworkers Pension Trust(f)
|
|
381
|
|
|
73
|
|
|
151
|
|
|
157
|
|
|
—
|
|
|
Pensions(g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other benefits(h)
|
|
219
|
|
|
47
|
|
|
89
|
|
|
83
|
|
|
—
|
|
|
Total contractual obligations
|
|
$
|
14,939
|
|
|
$
|
4,617
|
|
|
$
|
2,875
|
|
|
$
|
3,523
|
|
|
$
|
3,924
|
|
|
(a)See Note 17 to the Consolidated Financial Statements.
(b)See Note 24 to the Consolidated Financial Statements. Amounts exclude subleases.
(c)Reflects estimated 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 2025 assume the contribution rate per hour included in the 2018 Labor Agreements.
(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 Pension Benefit Guarantee Corporation (PBGC) premiums. Under these assumptions, there are no minimum required contributions to be paid.
(h)The amounts reflect corporate cash outlays for expected benefit payments to be paid by the Company. (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.
Contingent lease payments have been excluded from the above table. Contingent lease payments relate to operating lease agreements that include a floating rental charge, which is associated to a variable component. Future contingent lease payments are not determinable to any degree of certainty. U. S. Steel’s annual incurred contingent lease expense is disclosed in Note 24 to the Consolidated Financial Statements. Additionally, recorded liabilities related to deferred income taxes and other liabilities that may have an impact on liquidity and cash flow in future periods, disclosed in Note 11 to the Consolidated Financial Statements, are excluded from the above table.
U. S. Steel will monitor the funded status of the pension plan to determine when voluntary contributions may be prudent in order to mitigate potentially larger mandatory contributions in later years. The funded status of U. S. Steel’s pension plans is disclosed in Note 18 to the Consolidated Financial Statements.
The following table summarizes U. S. Steel’s commercial commitments at December 31, 2020, and the effect such commitments could have on our liquidity and cash flows in future periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scheduled Reductions by Period
|
|
Commercial Commitments
|
|
Total
|
|
2021
|
|
2022
through
2023
|
|
2024
through
2025
|
|
Beyond
2025
|
|
Standby letters of credit(a)
|
|
$
|
64
|
|
|
$
|
46
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
10
|
|
(b)
|
Surety bonds(a)
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
(b)
|
Funded Trusts(a)
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
(b)
|
Total commercial commitments
|
|
$
|
222
|
|
|
$
|
46
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
168
|
|
|
(a)Reflects a commitment or guarantee for which future cash outflow is not considered likely.
(b)Timing of potential cash outflows is not determinable.
Our major cash requirements in 2021 are expected to be for capital expenditures, including strategic priorities, employee benefits and operating costs, which includes purchases of raw materials. We ended 2020 with $1,985 million of cash and cash equivalents and $3,153 million of total liquidity. Available cash is left on deposit with financial institutions or invested in highly liquid securities with parties we believe to be creditworthy.
U. S. Steel management believes that U. S. Steel’s liquidity will be adequate to satisfy our obligations for the foreseeable future, including obligations to complete currently authorized capital spending programs. Future requirements for U. S. Steel’s business needs, including the funding of acquisitions and capital expenditures, scheduled debt maturities, repurchase of debt, share buybacks, dividends, contributions to employee benefit plans, and any amounts that may ultimately be paid in connection with contingencies, are expected to be funded by a combination of internally generated funds (including asset sales), proceeds from the sale of stock, borrowings, refinancings and other external financing sources.
Off-Balance Sheet Arrangements
U. S. Steel has invested in several joint ventures that are reported as equity investments. Several of these investments involved a transfer of assets in exchange for an equity interest. U. S. Steel has supply arrangements with several of these joint ventures.
U. S. Steel’s other off-balance sheet arrangements include guarantees, indemnifications, unconditional purchase obligations, surety bonds, trusts and letters of credit disclosed in Note 26 to the Consolidated Financial Statements.
Derivative Instruments
See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for discussion of derivative instruments and associated market risk for U. S. Steel.
Environmental Matters
U. S. Steel’s environmental expenditures were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
North America:
|
|
|
|
|
|
|
Capital
|
|
$
|
36
|
|
|
$
|
96
|
|
|
$
|
105
|
|
Compliance
|
|
|
|
|
|
|
Operating & maintenance
|
|
188
|
|
|
213
|
|
|
198
|
|
Remediation(a)
|
|
37
|
|
|
22
|
|
|
6
|
|
Total North America
|
|
$
|
261
|
|
|
$
|
331
|
|
|
$
|
309
|
|
USSE:
|
|
|
|
|
|
|
Capital
|
|
$
|
6
|
|
|
$
|
27
|
|
|
$
|
20
|
|
Compliance
|
|
|
|
|
|
|
Operating & maintenance
|
|
6
|
|
|
10
|
|
|
12
|
|
Remediation(a)
|
|
5
|
|
|
8
|
|
|
9
|
|
Total USSE
|
|
$
|
17
|
|
|
$
|
45
|
|
|
$
|
41
|
|
Total U. S. Steel
|
|
$
|
278
|
|
|
$
|
376
|
|
|
$
|
350
|
|
(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.
U. S. Steel’s environmental capital expenditures accounted for 6 percent of total capital expenditures in 2020 and 10 percent in 2019 and 12 percent in 2018.
Environmental compliance expenditures represented 2 percent of U. S. Steel's total costs and expenses in 2020, 2019 and 2018. Remediation spending during 2018 through 2020 was mainly related to remediation activities at former and present operating locations.
For discussion of other relevant environmental items see “Part I, Item 3. Legal Proceedings – Environmental Proceedings.”
The following table shows activity with respect to environmental remediation liabilities for the years ended December 31, 2020 and December 31, 2019. These amounts exclude liabilities related to asset retirement obligations accounted for in accordance with ASC Topic 410. See Note 19 to the Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
2020
|
|
2019
|
Beginning Balance
|
|
$
|
186
|
|
|
$
|
187
|
|
Plus: Additions
|
|
7
|
|
|
20
|
|
|
|
|
|
|
Less: Obligations settled
|
|
(47)
|
|
|
(21)
|
|
Ending Balance
|
|
$
|
146
|
|
|
$
|
186
|
|
New or expanded environmental requirements, which could increase U. S. Steel’s environmental costs, may arise in the future. U. S. Steel intends to comply with all legal requirements regarding the environment, but since many of them are not fixed or presently determinable (even under existing legislation) and may be affected by future legislation, it is not possible to predict accurately the ultimate cost of compliance, including remediation costs which may be incurred and penalties which may be imposed. U. S. Steel’s environmental capital expenditures are expected to be approximately $66 million in 2021, $7 million of which is related to projects at USSE. U. S. Steel's environmental expenditures for 2021 for operating and maintenance and for remediation projects are expected to be approximately $203 million and $52 million, respectively, of which approximately $10 million and $6 million for operating and maintenance and remediation, respectively, is related to USSE. Although, the outcome of pending environmental matters are not estimable at this time, it is reasonably possible that U. S. Steel's environmental capital and operating and maintenance expenditures could materially increase as a result of the future resolution of these matters. Predictions of future environmental expenditures beyond 2021 can only be broad-based estimates, which have varied, and will continue to vary, due to the ongoing evolution of specific regulatory requirements, the possible imposition of more stringent requirements and the availability of new technologies to remediate sites, among other factors.
Accounting Standards
See Notes 2 and 3 to the Consolidated Financial Statements in Part II Item 8 of this Form 10-K.
Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is set forth in our Consolidated Financial Statement contained in this Annual Report on Form 10-K. Specific financial statements can be found at the page listed below:
MANAGEMENT’S REPORT TO STOCKHOLDERS
February 12, 2021
To the Stockholders of United States Steel Corporation:
Financial Statements and Practices
The accompanying consolidated financial statements of United States Steel Corporation are the responsibility of and have been prepared by United States Steel Corporation in conformity with accounting principles generally accepted in the United States of America. They necessarily include some amounts that are based on our best judgments and estimates. United States Steel Corporation’s financial information displayed in other sections of this report is consistent with these financial statements.
United States Steel Corporation seeks to assure the objectivity and integrity of its financial records by careful selection of its managers, by organizational arrangements that provide an appropriate division of responsibility and by communication programs aimed at assuring that its policies, procedures and methods are understood throughout the organization.
United States Steel Corporation has a comprehensive, formalized system of internal controls designed to provide reasonable assurance that assets are safeguarded, that financial records are reliable and that information required to be disclosed in reports filed with or submitted to the Securities and Exchange Commission is recorded, processed, summarized and reported within the required time limits. Appropriate management monitors the system for compliance and evaluates it for effectiveness, and the independent registered public accounting firm measures its effectiveness and recommends possible improvements thereto.
The Board of Directors exercises its oversight role in the area of financial reporting and internal control over financial reporting through its Audit Committee. This committee, composed solely of independent directors, regularly meets (jointly and separately) with the independent registered public accounting firm, management, internal audit and other executives to monitor the proper discharge by each of their responsibilities relative to internal control over financial reporting and United States Steel Corporation’s financial statements.
Internal Control Over Financial Reporting
United States Steel Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of United States Steel Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, United States Steel Corporation conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. On February 29, 2020, the Company acquired the remaining 50% ownership interest in USS-POSCO Industries. As the acquisition occurred in February 2020, the scope of the Company's assessment of the design and operating effectiveness of U. S. Steel’s internal control over financial reporting for the year ended December 31, 2020 excluded this acquired business. The total assets and total revenues excluded from our assessment represented approximately 2% and 6%, respectively, of U. S. Steel's consolidated total assets and total revenue as of and for the year ended December 31, 2020. This exclusion is in accordance with the SEC's staff guidance that an assessment of a recently acquired business may be omitted from the scope of the Company's evaluation of the effectiveness of its internal controls in the year of acquisition. This acquired business will be included in management’s assessment of the effectiveness of our internal controls over financial reporting as of December 31, 2021.
Based on this evaluation, United States Steel Corporation’s management concluded that United States Steel Corporation’s internal control over financial reporting was effective as of December 31, 2020.
The effectiveness of United States Steel Corporation’s internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
|
|
|
|
|
|
|
|
|
/S/ DAVID B. BURRITT
|
|
/S/ CHRISTINE S. BREVES
|
David B. Burritt
|
|
Christine S. Breves
|
President and
Chief Executive Officer
|
|
Senior Vice President and
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
/S/ MANPREET S. GREWAL
|
|
|
Manpreet S. Grewal
|
|
|
Vice President & Controller
|
|
|
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of United States Steel Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of United States Steel Corporation and its subsidiaries (the “Company”) as of December 31, 2020 and 2019 and the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report to Stockholders on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report to Stockholders on Internal Control over Financial Reporting, management has excluded USS-POSCO Industries (“UPI”) from its assessment of internal control over financial reporting as of December 31, 2020 because it was acquired by the Company in a purchase business combination during 2020. We have also excluded UPI from our audit of internal control over financial reporting. UPI is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 2% and 6%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2020.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fair Value of Contingent Forward Commitment
As described in Note 20 to the consolidated financial statements, in October 2019, a wholly owned subsidiary of U. S. Steel purchased a 49.9% ownership interest in Big River Steel. The transaction included a call option (U. S. Steel Call Option) to acquire the remaining 50.1% within the next four years at an agreed-upon price formula. When the U. S. Steel Call Option was exercised on December 8, 2020, U. S. Steel recorded a contingent forward of $11 million for the unsettled commitment to purchase the remaining interest in Big River Steel. The value of the contingent forward asset was determined by subtracting the fixed U. S. Steel Call Option strike price from the estimated equity value of the 50.1% interest in Big River Steel as of December 8, 2020. The fair value of the remaining 50.1% equity interest in Big River Steel was calculated using a financial model which is considered a Level 3 valuation technique. The model utilized a weighted average of the income and market approach. The significant inputs under the income approach were the discounted forecasted cash flows which are primarily impacted by forecasted market price of steel and metallic inputs, the weighted average cost of capital, and the long-term growth rate. The market approach was primarily impacted by the EBITDA multiple.
The principal considerations for our determination that performing procedures relating to the fair value of the contingent forward commitment is a critical audit matter are the significant judgment by management when determining the fair value of the contingent forward commitment; this in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate the fair value of the contingent forward commitment, including the significant assumptions related to the forecasted market price of steel and metallic inputs, the weighted average cost of capital, the long-term growth rate, and the EBITDA multiple. Also, the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the fair value of the contingent forward commitment, including controls over the methods, data and significant assumptions used by management. The procedures also included, among others, (i) testing management’s process for determining the fair value estimate; (ii) evaluating the appropriateness of the income and market approaches; (iii) testing the data used by management; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the forecasted market price of steel and metallic inputs, the weighted average cost of capital, the long-term growth rate, and the EBITDA multiple. Evaluating management’s significant assumptions related to the forecasted market price of steel and metallic inputs involved considering the consistency with external market and industry data and evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the Company’s income and market approaches and significant assumptions related to the long-term growth rate, the weighted average cost of capital, and the EBITDA multiple.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 12, 2021
We have served as the Company’s auditor since 1903.
UNITED STATES STEEL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in millions, except per share amounts)
|
|
2020
|
|
2019
|
|
2018
|
Net sales:
|
|
|
|
|
|
|
Net sales
|
|
$
|
8,765
|
|
|
$
|
11,506
|
|
|
$
|
12,758
|
|
Net sales to related parties (Note 23)
|
|
976
|
|
|
1,431
|
|
|
1,420
|
|
Total (Note 6)
|
|
9,741
|
|
|
12,937
|
|
|
14,178
|
|
Operating expenses (income):
|
|
|
|
|
|
|
Cost of sales (excludes items shown below)
|
|
9,558
|
|
|
12,082
|
|
|
12,305
|
|
Selling, general and administrative expenses
|
|
274
|
|
|
289
|
|
|
336
|
|
Depreciation, depletion and amortization (Notes 13 and 14)
|
|
643
|
|
|
616
|
|
|
521
|
|
Loss (earnings) from investees (Note 12)
|
|
117
|
|
|
(79)
|
|
|
(61)
|
|
Asset impairment charges (Note 1)
|
|
263
|
|
|
—
|
|
|
—
|
|
Gain on equity investee transactions (Note 12)
|
|
(31)
|
|
|
—
|
|
|
(38)
|
|
Restructuring and other charges (Note 25)
|
|
138
|
|
|
275
|
|
|
—
|
|
Net gain on sale of assets
|
|
(149)
|
|
|
(1)
|
|
|
(6)
|
|
Other loss (income), net
|
|
3
|
|
|
(15)
|
|
|
(3)
|
|
Total
|
|
10,816
|
|
|
13,167
|
|
|
13,054
|
|
(Loss) earnings before interest and income taxes
|
|
(1,075)
|
|
|
(230)
|
|
|
1,124
|
|
Interest expense
|
|
280
|
|
|
142
|
|
|
168
|
|
Interest income
|
|
(7)
|
|
|
(17)
|
|
|
(23)
|
|
Loss on debt extinguishment (Note 7)
|
|
—
|
|
|
—
|
|
|
98
|
|
Other financial (gains) costs
|
|
(16)
|
|
|
6
|
|
|
—
|
|
Net periodic benefit (income) cost (other than service cost)
|
|
(25)
|
|
|
91
|
|
|
69
|
|
Net interest and other financial costs (Note 7)
|
|
232
|
|
|
222
|
|
|
312
|
|
(Loss) earnings before income taxes
|
|
(1,307)
|
|
|
(452)
|
|
|
812
|
|
Income tax (benefit) provision (Note 11)
|
|
(142)
|
|
|
178
|
|
|
(303)
|
|
Net (loss) earnings
|
|
(1,165)
|
|
|
(630)
|
|
|
1,115
|
|
Less: Net earnings attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
(Loss) earnings attributable to United States Steel Corporation
|
|
$
|
(1,165)
|
|
|
$
|
(630)
|
|
|
$
|
1,115
|
|
(Loss) earnings per common share (Note 8)
|
|
|
|
|
|
|
(Loss) earnings per share attributable to United States Steel Corporation stockholders:
|
|
|
|
|
|
|
— Basic
|
|
$
|
(5.92)
|
|
|
$
|
(3.67)
|
|
|
$
|
6.31
|
|
— Diluted
|
|
$
|
(5.92)
|
|
|
$
|
(3.67)
|
|
|
$
|
6.25
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
UNITED STATES STEEL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in millions)
|
|
2020
|
|
2019
|
|
2018
|
Net (loss) earnings
|
|
$
|
(1,165)
|
|
|
$
|
(630)
|
|
|
$
|
1,115
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
Changes in foreign currency translation adjustments (a)
|
|
68
|
|
|
(22)
|
|
|
(60)
|
|
Changes in pension and other employee benefit accounts (a)
|
|
385
|
|
|
573
|
|
|
(107)
|
|
Changes in derivative financial instruments (a)
|
|
(22)
|
|
|
(3)
|
|
|
(14)
|
|
Total other comprehensive income (loss), net of tax
|
|
431
|
|
|
548
|
|
|
(181)
|
|
Comprehensive (loss) income including noncontrolling interest
|
|
(734)
|
|
|
(82)
|
|
|
934
|
|
Comprehensive (loss) income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
Comprehensive (loss) income attributable to United States Steel Corporation
|
|
$
|
(734)
|
|
|
$
|
(82)
|
|
|
$
|
934
|
|
(a) Related income tax benefit (provision)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments (b)
|
|
$
|
(16)
|
|
|
$
|
6
|
|
|
$
|
—
|
|
Pension and other benefits adjustments (b)
|
|
(123)
|
|
|
(191)
|
|
|
—
|
|
Derivative adjustments (b)
|
|
4
|
|
|
1
|
|
|
—
|
|
(b) Amounts for 2018 do not reflect a tax benefit as a result of a full valuation allowance on our domestic deferred tax assets.
The accompanying notes are an integral part of these Consolidated Financial Statements.
UNITED STATES STEEL CORPORATION
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(Dollars in millions)
|
|
2020
|
|
2019
|
Assets
|
|
|
|
|
Current assets:
|
|
|
|
|
Cash and cash equivalents (Note 9)
|
|
$
|
1,985
|
|
|
$
|
749
|
|
Receivables, less allowance of $34 and $28
|
|
914
|
|
|
956
|
|
Receivables from related parties (Note 23)
|
|
80
|
|
|
221
|
|
Inventories (Note 10)
|
|
1,402
|
|
|
1,785
|
|
Other current assets
|
|
51
|
|
|
102
|
|
Total current assets
|
|
4,432
|
|
|
3,813
|
|
Long-term restricted cash (Note 9)
|
|
130
|
|
|
188
|
|
Investments and long-term receivables, less allowance of $5 in both periods (Note 12)
|
|
1,177
|
|
|
1,466
|
|
Operating lease assets (Note 24)
|
|
214
|
|
|
230
|
|
Property, plant and equipment, net (Note 13)
|
|
5,444
|
|
|
5,447
|
|
Intangibles, net (Note 14)
|
|
129
|
|
|
150
|
|
Deferred income tax benefits (Note 11)
|
|
22
|
|
|
19
|
|
Other noncurrent assets
|
|
511
|
|
|
295
|
|
Total assets
|
|
$
|
12,059
|
|
|
$
|
11,608
|
|
Liabilities
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Accounts payable and other accrued liabilities
|
|
$
|
1,779
|
|
|
$
|
1,970
|
|
Accounts payable to related parties (Note 23)
|
|
105
|
|
|
84
|
|
Payroll and benefits payable
|
|
308
|
|
|
336
|
|
Accrued taxes
|
|
154
|
|
|
116
|
|
Accrued interest
|
|
59
|
|
|
45
|
|
Current operating lease liabilities (Note 24)
|
|
59
|
|
|
60
|
|
Short-term debt and current maturities of long-term debt (Note 17)
|
|
192
|
|
|
14
|
|
Total current liabilities
|
|
2,656
|
|
|
2,625
|
|
Noncurrent operating lease liabilities (Note 24)
|
|
163
|
|
|
177
|
|
Long-term debt, less unamortized discount and debt issuance costs (Note 17)
|
|
4,695
|
|
|
3,627
|
|
Employee benefits (Note 18)
|
|
322
|
|
|
532
|
|
Deferred income tax liabilities (Note 11)
|
|
11
|
|
|
4
|
|
Deferred credits and other noncurrent liabilities
|
|
333
|
|
|
550
|
|
Total liabilities
|
|
8,180
|
|
|
7,515
|
|
Contingencies and commitments (Note 26)
|
|
|
|
|
Stockholders’ Equity
|
|
|
|
|
Common stock issued — 229,105,589 and 178,555,206 shares issued (par value $1 per share, authorized 400,000,000 shares) (Note 8)
|
|
229
|
|
|
179
|
|
Treasury stock, at cost (8,673,131 shares and 8,509,337 shares)
|
|
(175)
|
|
|
(173)
|
|
Additional paid-in capital
|
|
4,402
|
|
|
4,020
|
|
(Accumulated deficit) retained earnings
|
|
(623)
|
|
|
544
|
|
Accumulated other comprehensive loss (Note 21)
|
|
(47)
|
|
|
(478)
|
|
Total United States Steel Corporation stockholders’ equity
|
|
3,786
|
|
|
4,092
|
|
Noncontrolling interests
|
|
93
|
|
|
1
|
|
Total liabilities and stockholders’ equity
|
|
$
|
12,059
|
|
|
$
|
11,608
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
UNITED STATES STEEL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in millions)
|
|
2020
|
|
2019
|
|
2018
|
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
|
Operating activities:
|
|
|
|
|
|
|
Net (loss) earnings
|
|
$
|
(1,165)
|
|
|
$
|
(630)
|
|
|
$
|
1,115
|
|
Adjustments to reconcile net cash provided by operating activities:
|
|
|
|
|
|
|
Depreciation, depletion and amortization (Notes 13 and 14)
|
|
643
|
|
|
616
|
|
|
521
|
|
Asset impairment charges (Note 1)
|
|
263
|
|
|
—
|
|
|
—
|
|
Gain on equity investee transactions (Note 12)
|
|
(31)
|
|
|
—
|
|
|
(38)
|
|
Restructuring and other charges (Note 25)
|
|
138
|
|
|
275
|
|
|
—
|
|
Loss on debt extinguishment (Note 7)
|
|
—
|
|
|
—
|
|
|
98
|
|
Pensions and other post-employment benefits
|
|
(21)
|
|
|
101
|
|
|
77
|
|
Deferred income taxes (Note 11)
|
|
(130)
|
|
|
202
|
|
|
(329)
|
|
Net gain on sale of assets
|
|
(149)
|
|
|
(1)
|
|
|
(6)
|
|
Equity investees loss (earnings), net of distributions received
|
|
117
|
|
|
(74)
|
|
|
(47)
|
|
Changes in:
|
|
|
|
|
|
|
Current receivables
|
|
98
|
|
|
453
|
|
|
(312)
|
|
Inventories
|
|
506
|
|
|
296
|
|
|
(374)
|
|
Current accounts payable and accrued expenses
|
|
(29)
|
|
|
(473)
|
|
|
282
|
|
Income taxes receivable/payable
|
|
20
|
|
|
13
|
|
|
(8)
|
|
All other, net
|
|
(122)
|
|
|
(96)
|
|
|
(41)
|
|
Net cash provided by operating activities
|
|
138
|
|
|
682
|
|
|
938
|
|
Investing activities:
|
|
|
|
|
|
|
Capital expenditures
|
|
(725)
|
|
|
(1,252)
|
|
|
(1,001)
|
|
Investment in Big River Steel
|
|
(9)
|
|
|
(710)
|
|
|
—
|
|
Proceeds from sale of assets
|
|
167
|
|
|
4
|
|
|
10
|
|
Proceeds from sale of ownership interests in equity investees
|
|
8
|
|
|
—
|
|
|
30
|
|
Investments, net
|
|
(4)
|
|
|
—
|
|
|
(2)
|
|
Net cash used in investing activities
|
|
(563)
|
|
|
(1,958)
|
|
|
(963)
|
|
Financing activities:
|
|
|
|
|
|
|
Net change in short-term debt, net of financing costs
|
|
170
|
|
|
—
|
|
|
—
|
|
Revolving credit facilities - borrowings, net of financing costs
|
|
1,402
|
|
|
860
|
|
|
228
|
|
Revolving credit facilities - repayments
|
|
(1,621)
|
|
|
(100)
|
|
|
—
|
|
Issuance of long-term debt, net of financing costs (Note 17)
|
|
1,148
|
|
|
702
|
|
|
640
|
|
Repayment of long-term debt (Note 17)
|
|
(13)
|
|
|
(155)
|
|
|
(1,299)
|
|
Net proceeds from public offering of common stock (Note 27)
|
|
410
|
|
|
—
|
|
|
—
|
|
Proceeds from Stelco Option Agreement, net of financing costs
|
|
94
|
|
|
—
|
|
|
—
|
|
Common stock repurchased (Note 27)
|
|
—
|
|
|
(88)
|
|
|
(75)
|
|
Receipts from exercise of stock options (Note 15)
|
|
—
|
|
|
—
|
|
|
35
|
|
Taxes paid for equity compensation plans (Note 15)
|
|
(1)
|
|
|
(7)
|
|
|
(8)
|
|
Dividends paid
|
|
(8)
|
|
|
(35)
|
|
|
(36)
|
|
Net cash provided by (used in) financing activities
|
|
1,581
|
|
|
1,177
|
|
|
(515)
|
|
Effect of exchange rate changes on cash
|
|
23
|
|
|
(2)
|
|
|
(17)
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
1,179
|
|
|
(101)
|
|
|
(557)
|
|
Cash, cash equivalents and restricted cash at beginning of year (Note 9)
|
|
939
|
|
|
1,040
|
|
|
1,597
|
|
Cash, cash equivalents and restricted cash at end of year (Note 9)
|
|
$
|
2,118
|
|
|
$
|
939
|
|
|
$
|
1,040
|
|
See Note 22 for supplemental cash flow information.
The accompanying notes are an integral part of these Consolidated Financial Statements.
UNITED STATES STEEL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars in Millions
|
|
Shares in Thousands
|
|
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
Common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$
|
179
|
|
|
$
|
177
|
|
|
$
|
176
|
|
|
178,555
|
|
|
177,386
|
|
|
176,425
|
|
Common stock issued
|
|
50
|
|
|
2
|
|
|
1
|
|
|
50,551
|
|
|
1,169
|
|
|
961
|
|
Balance at end of year
|
|
$
|
229
|
|
|
$
|
179
|
|
|
$
|
177
|
|
|
229,106
|
|
|
178,555
|
|
|
177,386
|
|
Treasury stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$
|
(173)
|
|
|
$
|
(78)
|
|
|
$
|
(76)
|
|
|
(8,509)
|
|
|
(2,858)
|
|
|
(1,203)
|
|
Common stock repurchased
|
|
—
|
|
|
(88)
|
|
|
(75)
|
|
|
—
|
|
|
(5,289)
|
|
|
(2,760)
|
|
Common stock (repurchased) reissued for employee/non-employee director stock plans
|
|
(2)
|
|
|
(7)
|
|
|
73
|
|
|
(164)
|
|
|
(362)
|
|
|
1,105
|
|
Balance at end of year
|
|
$
|
(175)
|
|
|
$
|
(173)
|
|
|
$
|
(78)
|
|
|
(8,673)
|
|
|
(8,509)
|
|
|
(2,858)
|
|
Additional paid-in capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$
|
4,020
|
|
|
$
|
3,917
|
|
|
$
|
3,932
|
|
|
|
|
|
|
|
Dividends on common stock
|
|
(6)
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Common stock issued
|
|
360
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Issuance of conversion option in 2026 Senior Convertible Notes, net of tax
|
|
—
|
|
|
77
|
|
|
—
|
|
|
|
|
|
|
|
Employee stock plans
|
|
28
|
|
|
26
|
|
|
(15)
|
|
|
|
|
|
|
|
Balance at end of year
|
|
$
|
4,402
|
|
|
$
|
4,020
|
|
|
$
|
3,917
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
UNITED STATES STEEL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (Loss) Income
|
(Dollars in millions)
|
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
Retained earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$
|
544
|
|
|
$
|
1,212
|
|
|
$
|
133
|
|
|
|
|
|
|
|
Net (loss) earnings attributable to United States Steel Corporation
|
|
(1,165)
|
|
|
(630)
|
|
|
1,115
|
|
|
$
|
(1,165)
|
|
|
$
|
(630)
|
|
|
$
|
1,115
|
|
Dividends on common stock
|
|
(2)
|
|
|
(35)
|
|
|
(36)
|
|
|
|
|
|
|
|
Other
|
|
—
|
|
|
(3)
|
|
|
—
|
|
|
|
|
|
|
|
Balance at end of year
|
|
$
|
(623)
|
|
|
$
|
544
|
|
|
$
|
1,212
|
|
|
|
|
|
|
|
Accumulated other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and other benefit adjustments (Note 18):
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$
|
(843)
|
|
|
$
|
(1,416)
|
|
|
$
|
(1,309)
|
|
|
|
|
|
|
|
Changes during year, net of taxes (a)
|
|
360
|
|
|
580
|
|
|
(108)
|
|
|
360
|
|
|
580
|
|
|
(108)
|
|
Changes during year, equity investee net of taxes (a)
|
|
25
|
|
|
(7)
|
|
|
1
|
|
|
25
|
|
|
(7)
|
|
|
1
|
|
Balance at end of year
|
|
$
|
(458)
|
|
|
$
|
(843)
|
|
|
$
|
(1,416)
|
|
|
|
|
|
|
|
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$
|
381
|
|
|
$
|
403
|
|
|
$
|
463
|
|
|
|
|
|
|
|
Changes during year, net of taxes (a)
|
|
68
|
|
|
(22)
|
|
|
(60)
|
|
|
68
|
|
|
(22)
|
|
|
(60)
|
|
Balance at end of year
|
|
$
|
449
|
|
|
$
|
381
|
|
|
$
|
403
|
|
|
|
|
|
|
|
Derivative financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$
|
(16)
|
|
|
$
|
(13)
|
|
|
$
|
1
|
|
|
|
|
|
|
|
Changes during year, net of taxes (a)
|
|
(22)
|
|
|
(3)
|
|
|
(14)
|
|
|
(22)
|
|
|
(3)
|
|
|
(14)
|
|
Balance at end of year
|
|
$
|
(38)
|
|
|
$
|
(16)
|
|
|
$
|
(13)
|
|
|
|
|
|
|
|
Total balances at end of year
|
|
$
|
(47)
|
|
|
$
|
(478)
|
|
|
$
|
(1,026)
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
$
|
3,786
|
|
|
$
|
4,092
|
|
|
$
|
4,202
|
|
|
|
|
|
|
|
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
Stelco Option Agreement
|
|
93
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Other
|
|
(1)
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Balance at end of year
|
|
$
|
93
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
Total comprehensive (loss) income
|
|
|
|
|
|
|
|
$
|
(734)
|
|
|
$
|
(82)
|
|
|
$
|
934
|
|
(a) Related income tax benefit (provision):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments (b)
|
|
$
|
(16)
|
|
|
$
|
6
|
|
|
$
|
—
|
|
Pension and other benefits adjustments (b)
|
|
(123)
|
|
|
(191)
|
|
|
—
|
|
Derivative adjustments (b)
|
|
4
|
|
|
1
|
|
|
—
|
|
(b) Amounts for 2018 do not reflect a tax benefit as a result of a full valuation allowance on our domestic deferred tax assets.
The accompanying notes are an integral part of these Consolidated Financial Statements.
1. Nature of Business and Significant Accounting Policies
Nature of Business
U. S. Steel produces and sells steel products, including flat-rolled and tubular products, in North America and Europe. Operations in the United States also include iron ore and coke production facilities, railroad services and real estate operations. Operations in Europe also include coke production facilities.
Significant Accounting Policies
Principles applied in consolidation
These financial statements include the accounts of U. S. Steel and its majority-owned subsidiaries. Additionally, variable interest entities for which U. S. Steel is the primary beneficiary are included in the Consolidated Financial Statements and their impacts are either partially or completely offset by noncontrolling interests. Intercompany accounts, transactions and profits have been eliminated in consolidation.
Investments in entities over which U. S. Steel has significant influence are accounted for using the equity method of accounting and are carried at U. S. Steel’s share of net assets plus loans, advances and our share of earnings less distributions.
Earnings or loss from investees includes U. S. Steel’s share of earnings or loss from equity method investments (and any amortization of basis differences), which are generally recorded a month in arrears.
Use of estimates
Generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at year-end and the reported amounts of revenues and expenses during the year. Significant items subject to such estimates and assumptions include the carrying value of property, plant and equipment; intangible assets; the fair value of assets or liabilities acquired in a business combination; valuation allowances for receivables, inventories and deferred income tax assets and liabilities; environmental liabilities; liabilities for potential tax deficiencies; potential litigation claims and settlements; assets and obligations related to employee benefits; put, call option and contingent forward purchase commitment assets and liabilities and restructuring and other charges. Actual results could differ materially from the estimates and assumptions used.
The preparation of the financial statements includes an assessment of certain accounting matters using all available information including consideration of forecasted financial information in context with other information reasonably available to us. However, our future assessment of current expectations, including consideration of the unknown future impacts of the COVID-19 pandemic, could result in material impacts to our consolidated financial statements in future reporting periods. All such adjustments are of a normal recurring nature unless disclosed otherwise.
Sales recognition
Sales are recognized when U. S. Steel's performance obligations are satisfied. Generally, U. S. Steel’s performance obligations are satisfied, control of our products is transferred, and revenue is recognized at a single point in time, when title transfers to our customer for product shipped or when services are provided. Revenues are recorded net of any sales incentives. Shipping and other transportation costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. See Note 6 for further details on U. S. Steel’s revenue.
Inventories
Inventories are carried at the lower of cost or net realizable value. Fixed costs related to abnormal production capacity are expensed in the period incurred rather than capitalized into inventory.
LIFO (last-in, first-out) is the predominant method of inventory costing for inventories in the United States and FIFO (first-in, first-out) is the predominant method in Europe. The LIFO method of inventory costing was used on 59 percent and 75 percent of consolidated inventories at December 31, 2020 and 2019, respectively.
Derivative instruments
From time to time, U. S. Steel may use fixed price forward physical purchase contracts to partially manage our exposure to price risk. Generally, forward physical purchase contracts qualify for the normal purchase normal sales exclusion in Accounting Standards Codification (ASC) 815, Derivatives and Hedging, and are not subject to mark-to-market accounting. U. S. Steel also uses derivatives such as commodity-based financial swaps and foreign currency exchange forward contracts to manage its exposure to purchase and sale price fluctuations and foreign currency exchange rate risk. U. S. Steel elects hedge accounting for some of its derivatives. Under hedge accounting, fluctuations in the value of the derivative are recognized in Accumulated Other Comprehensive Income (AOCI) until the associated underlying is recognized in earnings. When the associated underlying is recognized in earnings, the value of the derivative is
reclassified to earnings from AOCI. We recognize fair value changes for derivatives where hedge accounting has not been elected immediately in earnings. See Note 16 for further details on U. S. Steel’s derivatives.
Financial Instruments
U. S. Steel's purchase of a 49.9% equity ownership interest in Big River Steel on October 31, 2019 included certain call and put options. U. S. Steel marked those options to fair value each reporting period using a Monte Carlo simulation which is considered a Level 3 valuation technique. Level 3 valuation techniques include inputs to the valuation methodology that are considered unobservable and significant to the fair value measurement. On December 8, 2020, U. S. Steel exercised its call option to purchase the remaining interest in Big River Steel. When the U. S. Steel call option was exercised, the options were legally extinguished and a contingent forward purchase commitment was recorded for the value of the unsettled commitment to purchase the remaining interest in Big River Steel. The contingent forward purchase commitment was removed with the close of the Big River Steel purchase which occurred on January 15, 2021. See Note 5 and Note 20 for further details.
Property, plant and equipment
Property, plant and equipment is carried at cost less accumulated depreciation and is depreciated on a straight-line basis over the estimated useful lives of the assets.
Depletion of mineral properties is based on rates which are expected to amortize cost over the estimated tonnage of minerals to be removed.
When property, plant and equipment is sold or otherwise disposed of, any gains or losses are reflected in income. If a loss on disposal is expected, such losses are recognized when the assets are reclassified as assets held for sale or when impaired as part of an asset group’s impairment.
Asset Impairment
U. S. Steel evaluates impairment of its property, plant and equipment whenever circumstances indicate that the carrying value may not be recoverable. We evaluate the impairment of long-lived assets at the asset group level. Our asset groups are Flat-Rolled, welded tubular, seamless tubular and U. S. Steel Europe (USSE). Asset impairments are recognized when the carrying value of an asset group exceeds its recoverable amount as determined by the asset group's aggregate projected undiscounted cash flows.
For the period ended March 31, 2020, the steep decline in oil prices that resulted from market oversupply and declining demand was considered a triggering event for the welded tubular and seamless tubular asset groups. A quantitative analysis was completed for both asset groups and a $263 million impairment, consisting of an impairment of $196 million for property, plant and equipment and $67 million for intangible assets was recorded for the welded tubular asset group while no impairment was indicated for the seamless tubular asset group. There were no other triggering events that required an impairment evaluation of our long-lived asset groups during the year-ended December 31, 2020.
During 2019, the challenging steel market environment in the U.S. that led to the idling of certain Flat-Rolled facilities, the challenging steel market in Europe that led to the temporary idling of a blast furnace and significant headcount reductions at USSE, and recent losses in the welded tubular asset group were considered triggering events for those asset groups, respectively. U. S. Steel completed a quantitative analysis of its long-lived assets for these asset groups and determined that the assets were not impaired. There were no triggering events for seamless tubular in 2019.
Supply Chain Financing
In October 2020, the Company entered into a supply chain financing (SCF) agreement with third party administrators with an initial term of one year to allow participating suppliers, at their sole discretion, to make offers to sell payment obligations of the Company prior to their scheduled due dates at a discounted price to a participating financial institution. The third party administrators entered into a separate one year agreement with the Export Import Bank of the United States (Ex-Im Guarantee) that guarantees 95 percent of the supplier payment obligations sold for up to $200 million. No guarantees are provided by the Company or any of its subsidiaries under the SCF program. The Company's goal is to capture overall supplier savings and improve working capital efficiency and the agreements facilitate the suppliers' ability to sell payment obligations, while providing them with greater working capital flexibility. The Company has no economic interest in the sale of the suppliers' receivables and no direct financial relationship with the financial institution concerning these services. The Company's obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers' decisions to sell amounts under the arrangements. The underlying costs from suppliers that elected to participate in the SCF program are generally recorded in cost of sales in the Company's Consolidated Statement of Operations. Amounts due to suppliers who participate in the SCF program are reflected in accounts payable and accrued expenses on the Company's Consolidated Balance Sheet and payments on the obligations by our suppliers are included in cash used in operating activities in the Consolidated Statement of Cash Flows.
Environmental remediation
Environmental expenditures are capitalized if the costs mitigate or prevent future contamination or if the costs improve existing assets’ environmental safety or efficiency. U. S. Steel provides for remediation costs and penalties when the
responsibility to remediate is probable and the amount of associated costs is reasonably estimable. The timing of remediation accruals typically coincides with completion of studies defining the scope of work to be undertaken or when it is probable that a formal plan of action will be approved by the oversight agency. Remediation liabilities are accrued based on estimates of believed environmental exposure and are discounted if the amount and timing of the cash disbursements are readily determinable.
Asset retirement obligations
Asset retirement obligations (AROs) are initially recorded at fair value and are capitalized as part of the cost of the related long-lived asset and depreciated in accordance with U. S. Steel’s depreciation policies for property, plant and equipment. The fair value of the obligation is determined as the discounted value of expected future cash flows. Accretion expense is recorded each month to increase this discounted obligation over time. Certain AROs related to disposal costs of the majority of assets at our integrated steel facilities are not recorded because they have an indeterminate settlement date. These AROs will be initially recognized in the period in which sufficient information exists to estimate their fair value. See Note 19 for further details on U. S. Steel's AROs.
Pensions and other post-employment benefits
U. S. Steel has defined contribution or multi-employer arrangements for pension benefits for more than three-quarters of its employees in the United States and defined benefit pension plans covering the remaining employees. For hires before January 1, 2016, U. S. Steel has defined benefit retiree health care and life insurance plans (Other Benefits) that cover its represented employees in North America upon their retirement. Government-sponsored programs into which U. S. Steel makes required contributions cover the majority of U. S. Steel’s European employees. For more details regarding pension and other post-employment benefits see Note 18 of the Consolidated Financial Statements.
The pension and Other Benefits obligations and the related net periodic benefit costs are based on, among other things, assumptions regarding the discount rate, estimated return on plan assets, salary increases, the projected mortality of participants and the current level and future escalation of health care costs. Additionally, U. S. Steel recognizes an obligation to provide post-employment benefits for disability-related claims covering indemnity and medical payments for certain employees in North America. The obligation for these claims and the related periodic costs are measured using actuarial techniques and assumptions. Actuarial gains and losses occur when actual experience differs from any of the many assumptions used to value the benefit plans, or when assumptions change. For pension and Other Benefits, the Company recognizes into income on an annual basis a portion of unrecognized actuarial net gains or losses that exceed 10 percent of the larger of projected benefit obligations or plan assets (the corridor). These unrecognized amounts in excess of the corridor are amortized over the plan participants' average life expectancy or average future service, depending on the demographics of the plan. Unrecognized actuarial net gains and losses for disability-related claims are immediately recognized into income.
Deferred taxes
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. The realization of deferred tax assets is assessed quarterly based on several interrelated factors. These factors include U. S. Steel’s expectation to generate sufficient future taxable income and the projected time period over which these deferred tax assets will be realized. U. S. Steel records a valuation allowance when necessary to reduce deferred tax assets to the amount that will more likely than not be realized. See Note 11 for further details of deferred taxes.
2. New Accounting Standards
In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 requires entities to provide expanded disclosures about the terms and features of convertible instruments and amends certain guidance in ASC 260 on the computation of EPS for convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is effective for public companies for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption of all amendments in the same period permitted. The Company is currently assessing the impact of adoption of the ASU.
In December 2019, the FASB Issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 simplifies accounting for income taxes by removing certain exceptions from the general principles in Topic 740 including elimination of the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items such as other comprehensive income. ASU 2019-12 also clarifies and amends certain guidance in Topic 740. ASU 2019-12 is effective for public companies for fiscal years beginning after December 15, 2020, including interim periods, with early adoption of all amendments in the same period permitted. Although we believe that adoption of ASU 2019-12 in 2021 will not have a material impact, the tax benefit for the year ended 2020 includes a $138 million benefit related to recording a loss from
continuing operations and income from other comprehensive income categories. There was not a material impact in 2019 or 2018 related to intraperiod tax allocation.
3. Recently Adopted Accounting Standards
In March 2020, the FASB issued Accounting Standards Update 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04). ASU 2020-04 provides optional exceptions for applying generally accepted accounting principles to modifications of contracts, hedging relationships, and other transactions that reference LIBOR or another rate that will be discontinued by reference rate reform if certain criteria are met. The guidance is effective beginning on March 12, 2020 and the amendments will be applied prospectively through December 31, 2022. U. S. Steel adopted this guidance during 2020. The adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which adds an impairment model that is based on expected losses rather than incurred losses. ASU 2016-13 was effective for public companies for fiscal years beginning after December 15, 2019 including interim reporting periods. U. S. Steel adopted this standard effective January 1, 2020. The impact of adoption was not material to the Consolidated Financial Statements.
U. S. Steel's significant financial instruments which are valued at cost are trade receivables (receivables). U. S. Steel's receivables carry standard industry terms and are categorized in two receivable pools, U.S. and U. S. Steel Europe (USSE). Both pools use customer specific risk ratings based on customer financial metrics, past payment experience and other factors and qualitatively consider economic conditions to assess the level of allowance for doubtful accounts. USSE mitigates credit risk for approximately 75 percent of its receivables balance using credit insurance, letters of credit, bank guarantees, prepayments or other collateral. Below is a summary of the allowance for doubtful accounts for the segments. Additional reserve recorded in the twelve month period ended December 31, 2020 primarily reflects uncertainty over near-term anticipated market conditions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
U.S.
|
|
USSE
|
|
Total Allowance
|
Balance at December 31, 2019
|
|
$
|
12
|
|
|
$
|
16
|
|
|
$
|
28
|
|
Additional reserve
|
|
5
|
|
|
1
|
|
|
6
|
|
Balance at December 31, 2020
|
|
17
|
|
|
17
|
|
|
34
|
|
In February 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02). U. S. Steel adopted the new lease accounting standard effective January 1, 2019 using the optional modified retrospective transition method. As a result of the adoption, an operating lease asset and current and noncurrent liabilities for operating leases were recorded, and there was an insignificant reduction in prior year retained earnings for the cumulative effect of adoption for operating leases where payment started after lease commencement. See Note 24 for further details.
U. S. Steel's adoption of the following ASU's did not have a material impact on U. S. Steel's financial position, results of operations or cash flows:
|
|
|
|
|
|
|
|
|
Effective Date
|
ASU
|
Description
|
January 1, 2018
|
2014-09
|
Revenue from Contracts with Customers
|
January 1, 2018
|
2017-09
|
Compensation - Stock Compensation: Scope of Modification Accounting
|
January 1, 2018
|
2017-12
|
Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
|
July 1, 2018
|
2018-02
|
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
|
January 1, 2019
|
2018-07
|
Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting
|
January 1, 2019
|
2018-15
|
Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs in a Cloud Computing Arrangement That is a Service Contract
|
4. Segment Information
U. S. Steel has three reportable segments: North American Flat-Rolled (Flat-Rolled), USSE and Tubular Products (Tubular). The results of Big River Steel and our railroad and real estate businesses that do not constitute reportable segments are combined and disclosed in the Other Businesses category. The majority of U. S. Steel's customers are located in North America and Europe. No single customer accounted for more than 10 percent of gross annual revenues.
The Flat-Rolled segment includes the operating results of U. S. Steel’s integrated steel plants and equity investees in the United States (except for Big River Steel, which is included in Other Businesses) involved in the production of slabs, strip mill plates, sheets and tin mill products, as well as all iron ore and coke production facilities in the United States. These operations primarily serve North American customers in the service center, conversion, transportation (including automotive), construction, container, and appliance and electrical markets.
The USSE segment includes the operating results of U. S. Steel Košice (USSK), U. S. Steel’s integrated steel plant and coke production facilities in Slovakia, and its subsidiaries. USSE conducts its business mainly in Central and Western Europe and primarily serves customers in the European transportation (including automotive), construction, container, appliance, electrical, service center, conversion and oil, gas and petrochemical markets. USSE produces and sells slabs, strip mill plate, sheet, tin mill products and spiral welded pipe, as well as refractory ceramic materials.
The Tubular segment includes the operating results of U. S. Steel’s tubular production facilities and an equity investee in the United States. These operations produce and sell seamless and electric resistance welded (welded) steel casing and tubing (commonly known as oil country tubular goods or OCTG), standard and line pipe and mechanical tubing and primarily serve customers in the oil, gas and petrochemical markets.
The chief operating decision maker evaluates performance and determines resource allocations based on a number of factors, the primary measure being earnings (loss) before interest and income taxes. Earnings (loss) before interest and income taxes for reportable segments and Other Businesses does not include net interest and other financial costs (income), income taxes, and certain other items that management believes are not indicative of future results.
The accounting principles applied at the operating segment level in determining earnings (loss) before interest and income taxes are generally the same as those applied at the consolidated financial statement level. Intersegment sales and transfers are accounted for at market-based prices and are eliminated at the corporate consolidation level. Corporate-level selling, general and administrative expenses and costs related to certain former businesses are allocated to the reportable segments and Other Businesses based on measures of activity that management believes are reasonable.
The results of segment operations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
Customer
Sales
|
|
Intersegment
Sales
|
|
Net
Sales
|
|
(Loss) Earnings
from
investees
|
|
(Loss) Earnings before Interest and Income Taxes
|
|
Depreciation,
depletion &
amortization
|
|
Capital
expenditures
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Flat-Rolled
|
|
$
|
7,071
|
|
|
$
|
208
|
|
|
$
|
7,279
|
|
|
$
|
(9)
|
|
|
$
|
(596)
|
|
|
$
|
496
|
|
|
$
|
484
|
|
USSE
|
|
1,967
|
|
|
3
|
|
|
1,970
|
|
|
—
|
|
|
9
|
|
|
97
|
|
|
79
|
|
Tubular
|
|
639
|
|
|
7
|
|
|
646
|
|
|
4
|
|
|
(179)
|
|
|
39
|
|
|
159
|
|
Total reportable segments
|
|
9,677
|
|
|
218
|
|
|
9,895
|
|
|
(5)
|
|
|
(766)
|
|
|
632
|
|
|
722
|
|
Other Businesses
|
|
64
|
|
|
98
|
|
|
162
|
|
|
(94)
|
|
|
(39)
|
|
|
11
|
|
|
3
|
|
Reconciling Items and Eliminations
|
|
—
|
|
|
(316)
|
|
|
(316)
|
|
|
(18)
|
|
|
(270)
|
|
|
—
|
|
|
—
|
|
Total
|
|
$
|
9,741
|
|
|
$
|
—
|
|
|
$
|
9,741
|
|
|
$
|
(117)
|
|
|
$
|
(1,075)
|
|
|
$
|
643
|
|
|
$
|
725
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Flat-Rolled
|
|
$
|
9,279
|
|
|
$
|
281
|
|
|
$
|
9,560
|
|
|
$
|
84
|
|
|
$
|
196
|
|
|
$
|
456
|
|
|
$
|
943
|
|
USSE
|
|
2,417
|
|
|
3
|
|
|
2,420
|
|
|
—
|
|
|
(57)
|
|
|
92
|
|
|
153
|
|
Tubular
|
|
1,188
|
|
|
3
|
|
|
1,191
|
|
|
5
|
|
|
(67)
|
|
|
46
|
|
|
145
|
|
Total reportable segments
|
|
12,884
|
|
|
287
|
|
|
13,171
|
|
|
89
|
|
|
72
|
|
|
594
|
|
|
1,241
|
|
Other Businesses
|
|
53
|
|
|
115
|
|
|
168
|
|
|
(10)
|
|
|
23
|
|
|
22
|
|
|
11
|
|
Reconciling Items and Eliminations
|
|
—
|
|
|
(402)
|
|
|
(402)
|
|
|
—
|
|
|
(325)
|
|
|
—
|
|
|
—
|
|
Total
|
|
$
|
12,937
|
|
|
$
|
—
|
|
|
$
|
12,937
|
|
|
$
|
79
|
|
|
$
|
(230)
|
|
|
$
|
616
|
|
|
$
|
1,252
|
|
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
|
|
A summary of total assets by segment is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
|
2020
|
|
2019
|
Flat-Rolled
|
|
$
|
7,099
|
|
|
$
|
7,267
|
|
USSE (a)
|
|
5,502
|
|
|
5,360
|
|
Tubular
|
|
887
|
|
|
1,150
|
|
Total reportable segments
|
|
$
|
13,488
|
|
|
$
|
13,777
|
|
Other Businesses
|
|
$
|
911
|
|
|
$
|
1,267
|
|
Corporate, reconciling items, and eliminations(b)
|
|
(2,340)
|
|
|
(3,436)
|
|
Total assets
|
|
$
|
12,059
|
|
|
$
|
11,608
|
|
(a)Included in the USSE segment assets is goodwill of $4 million as of both December 31, 2020 and 2019.
(b)The majority of Corporate, reconciling items, and eliminations total assets is comprised of cash and the elimination of intersegment amounts.
The detail of reconciling items to consolidated earnings (loss) before interest and income taxes is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
2020
|
|
2019
|
|
2018
|
Items not allocated to segments:
|
|
|
|
|
|
|
Asset impairment charges
|
|
(263)
|
|
|
—
|
|
|
—
|
|
Gain on previously held investment in UPI
|
|
25
|
|
|
—
|
|
|
—
|
|
Tubular inventory impairment charges
|
|
(24)
|
|
|
—
|
|
|
—
|
|
December 24, 2018 Clairton coke making facility fire
|
|
6
|
|
|
(50)
|
|
|
—
|
|
Fairless property sale
|
|
145
|
|
|
—
|
|
|
—
|
|
Big River Steel debt extinguishment charges
|
|
(18)
|
|
|
—
|
|
|
—
|
|
Big River Steel transaction and other related costs
|
|
(3)
|
|
|
—
|
|
|
—
|
|
United Steelworkers labor agreement signing bonus and related costs
|
|
—
|
|
|
—
|
|
|
(81)
|
|
Granite City Works restart and related costs
|
|
—
|
|
|
—
|
|
|
(80)
|
|
Restructuring and other charges (Note 25)
|
|
(138)
|
|
|
(275)
|
|
|
—
|
|
Granite City Works temporary idling charges
|
|
—
|
|
|
—
|
|
|
8
|
|
Gain on equity investee transactions (Note 12)
|
|
—
|
|
|
—
|
|
|
38
|
|
Total reconciling items
|
|
$
|
(270)
|
|
|
$
|
(325)
|
|
|
$
|
(115)
|
|
Geographic Area:
The information below summarizes external sales, property, plant and equipment and equity method investments based on the location of the operating segment to which they relate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
Year
|
|
External
Sales
|
|
Assets
|
|
North America
|
|
2020
|
|
$
|
7,774
|
|
|
$
|
5,590
|
|
(a)
|
|
|
2019
|
|
10,520
|
|
|
5,772
|
|
(a)
|
|
|
2018
|
|
10,973
|
|
|
4,432
|
|
(a)
|
Europe
|
|
2020
|
|
1,967
|
|
|
993
|
|
|
|
|
2019
|
|
2,417
|
|
|
947
|
|
|
|
|
2018
|
|
3,205
|
|
|
919
|
|
|
Total
|
|
2020
|
|
9,741
|
|
|
6,583
|
|
|
|
|
2019
|
|
12,937
|
|
|
6,719
|
|
|
|
|
2018
|
|
14,178
|
|
|
5,351
|
|
|
(a)Assets with a book value of $5,590 million, $5,772 million and $4,432 million were located in the United States at December 31, 2020, 2019 and 2018, respectively.
5. Acquisitions
Big River Steel
On October 31, 2019, a wholly owned subsidiary of U. S. Steel purchased a 49.9% ownership interest in Big River Steel at a purchase price of approximately $683 million in cash, with a call option (U. S. Steel Call Option) to acquire the remaining 50.1% within the next four years at an agreed-upon price formula. On December 8, 2020, U. S. Steel announced that it exercised the U. S. Steel Call Option to acquire the remaining equity of Big River Steel. The purchase of the remaining interest in Big River Steel closed on January 15, 2021 for approximately $723 million in cash and the assumption of liabilities of approximately $50 million. The Company assumed certain indebtedness with the purchase, see Note 28 for further details. Big River Steel is a technologically advanced mini mill that completed an expansion in November 2020 that doubled its hot-rolled steel production capacity to 3.3 million tons annually.
Prior to the closing of the acquisition on January 15, 2021, U. S. Steel accounted for its investment in Big River Steel under the equity method as control and risk of loss were shared among the partnership members. U. S. Steel recorded an equity investment asset for Big River Steel of $710 million that included approximately $27 million of transaction costs and is reflected in the investments and long-term receivables line on our balance sheet.
U. S. Steel’s 49.9% share of the total net assets of Big River Steel was approximately $155 million at October 31, 2019 resulting in a basis difference of approximately $550 million due to the step-up to fair value of certain assets attributable to Big River Steel. Approximately $88 million of the step-up was attributable to property, plant and equipment and approximately $460 million was attributable to goodwill. This basis difference, excluding the portion attributable to goodwill, is being amortized based on the remaining weighted average useful life of the assets of approximately 18 years.
The transaction to acquire Big River Steel included the U. S. Steel Call Option described above and options where the other Big River Steel equity owners could require U. S. Steel to purchase their 50.1% ownership interest (Class B Common Put Option) or require U. S. Steel to sell its ownership interest (Class B Common Call Option) at an agreed upon
price if the U. S. Steel Call Option expires. When the U. S. Steel Call Option was exercised on December 8, 2020, the options were legally extinguished and U. S. Steel recorded a contingent forward purchase commitment for the unsettled commitment to purchase the remaining interest in Big River Steel, see Note 20 for further details.
USS-POSCO Industries
On February 29, 2020, U. S. Steel purchased the remaining 50% ownership interest in USS-POSCO Industries (UPI) for $3 million, net of cash received of $2 million. There was an assumption of accounts payable owed to U. S. Steel for prior sales of steel substrate of $135 million associated with the purchase that was reflected as a reduction in receivables from related parties on the Company's Consolidated Balance Sheet.
Using step acquisition accounting U. S. Steel increased the value of the Company's previously held equity investment to its fair value of $5 million which resulted in a gain of approximately $25 million. The gain was recorded in gain on equity investee transactions in the Consolidated Statement of Operations.
Receivables of $44 million, inventories of $96 million, accounts payable and accrued liabilities of $19 million, current portion of long-term debt of $55 million and payroll and employee benefits liabilities of $78 million were recorded with the acquisition. Property, plant and equipment of $97 million which included a fair value step-up of $47 million and an intangible asset of $54 million were also recorded on the Company's Consolidated Balance Sheet. The intangible asset, which will be amortized over ten years, arises from a land lease contract, under which a certain portion of payment owed to UPI is realized in the form of deductions from electricity costs.
6. Revenue
Revenue is generated primarily from contracts to produce, ship and deliver steel products, and to a lesser extent, raw materials sales such as iron ore pellets and coke by-products and railroad services. Generally, U. S. Steel’s performance obligations are satisfied and revenue is recognized at a point in time, when title transfers to our customer for product shipped or services are provided. Revenues are recorded net of any sales incentives. Shipping and other transportation costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. Costs related to obtaining sales contracts are incidental and are expensed when incurred. Because customers are invoiced at the time title transfers and U. S. Steel’s right to consideration is unconditional at that time, U. S. Steel does not maintain contract asset balances. Additionally, U. S. Steel does not maintain contract liability balances, as performance obligations are satisfied prior to customer payment for product. U. S. Steel offers industry standard payment terms.
The following table disaggregates our revenue by product for each of our reportable business segments for the years ended December 31, 2020, 2019 and 2018, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer Sales by Product:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) Year Ended December 31, 2020
|
|
Flat-Rolled
|
USSE
|
Tubular
|
Other Businesses
|
Total
|
Semi-finished
|
|
$
|
94
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
96
|
|
Hot-rolled sheets
|
|
1,273
|
|
793
|
|
—
|
|
—
|
|
2,066
|
|
Cold-rolled sheets
|
|
2,102
|
|
164
|
|
—
|
|
—
|
|
2,266
|
|
Coated sheets
|
|
2,990
|
|
904
|
|
—
|
|
—
|
|
3,894
|
|
Tubular products
|
|
—
|
|
40
|
|
621
|
|
—
|
|
661
|
|
All Other (a)
|
|
612
|
|
64
|
|
18
|
|
64
|
|
758
|
|
Total
|
|
$
|
7,071
|
|
$
|
1,967
|
|
$
|
639
|
|
$
|
64
|
|
$
|
9,741
|
|
|
|
|
|
|
|
|
(In millions) Year Ended December 31, 2019
|
|
Flat-Rolled
|
USSE
|
Tubular
|
Other Businesses
|
Total
|
Semi-finished
|
|
$
|
305
|
|
$
|
11
|
|
$
|
—
|
|
$
|
—
|
|
$
|
316
|
|
Hot-rolled sheets
|
|
2,504
|
|
997
|
|
—
|
|
—
|
|
3,501
|
|
Cold-rolled sheets
|
|
2,512
|
|
283
|
|
—
|
|
—
|
|
2,795
|
|
Coated sheets
|
|
2,993
|
|
1,006
|
|
—
|
|
—
|
|
3,999
|
|
Tubular products
|
|
—
|
|
40
|
|
1,166
|
|
—
|
|
1,206
|
|
All Other (a)
|
|
965
|
|
80
|
|
22
|
|
53
|
|
1,120
|
|
Total
|
|
$
|
9,279
|
|
$
|
2,417
|
|
$
|
1,188
|
|
$
|
53
|
|
$
|
12,937
|
|
|
|
|
|
|
|
|
(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
|
|
(a) Consists primarily of sales of raw materials and coke making by-products.
7. Net Interest and Other Financial Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
2020
|
|
2019
|
|
2018
|
Interest income:
|
|
|
|
|
|
|
Interest income
|
|
$
|
(7)
|
|
|
$
|
(17)
|
|
|
$
|
(23)
|
|
Interest expense and other financial costs:
|
|
|
|
|
|
|
Interest incurred
|
|
306
|
|
|
162
|
|
|
175
|
|
Less interest capitalized
|
|
26
|
|
|
20
|
|
|
7
|
|
Total interest expense
|
|
280
|
|
|
142
|
|
|
168
|
|
Loss on debt extinguishment (a)
|
|
—
|
|
|
—
|
|
|
98
|
|
Net periodic benefit (income) costs (other than service cost)
|
|
(25)
|
|
|
91
|
|
|
69
|
|
Foreign currency net gain (b)
|
|
(15)
|
|
|
(17)
|
|
|
(19)
|
|
Financial costs on:
|
|
|
|
|
|
|
Amended Credit Agreement
|
|
3
|
|
|
5
|
|
|
5
|
|
USSK credit facilities
|
|
2
|
|
|
1
|
|
|
3
|
|
Other (c)
|
|
(21)
|
|
|
10
|
|
|
3
|
|
Amortization of discounts and deferred financing costs
|
|
15
|
|
|
7
|
|
|
8
|
|
Total other financial costs
|
|
(16)
|
|
|
6
|
|
|
—
|
|
Net interest and other financial costs
|
|
$
|
232
|
|
|
$
|
222
|
|
|
$
|
312
|
|
(a)Represents a net pretax charge of $98 million during 2018 related to the retirement of our 2020 Senior Notes and 2021 Senior Secured Notes.
(b)The functional currency for USSE is the euro. Foreign currency net gain is a result of transactions denominated in currencies other than the euro.
(c)2020 and 2019 include a $(39) million and $7 million change in fair value of certain call and put options, respectively, related to U. S. Steel's purchase of its 49.9% ownership interest in Big River Steel during 2019. See Note 5 and Note 20 for further details.
8. (Loss) Earnings and Dividends Per Common Share
(Loss) Earnings per Share Attributable to United States Steel Corporation Stockholders
Basic (loss) earnings per common share is based on the weighted average number of common shares outstanding during the period.
Diluted (loss) earnings per common share assumes the exercise of stock options, the vesting of restricted stock units and performance awards, provided in each case the effect is dilutive. The "treasury stock" method is used to calculate the dilutive effect of the Senior Convertible Notes due in 2026 (due to our current intent and policy, among other factors, to settle the principal amount of the 2026 Senior Convertible Notes in cash upon conversion).
The computations for basic and diluted (loss) earnings per common share from continuing operations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions, except per share amounts)
|
|
2020
|
|
2019
|
|
2018
|
Net (loss) earnings attributable to United States Steel Corporation stockholders
|
|
$
|
(1,165)
|
|
|
$
|
(630)
|
|
|
$
|
1,115
|
|
Weighted-average shares outstanding (in thousands):
|
|
|
|
|
|
|
Basic
|
|
196,721
|
|
|
171,418
|
|
|
176,633
|
|
Effect of convertible notes
|
|
—
|
|
|
—
|
|
|
—
|
|
Effect of stock options, restricted stock units and performance awards
|
|
—
|
|
|
—
|
|
|
1,828
|
|
Adjusted weighted-average shares outstanding, diluted
|
|
196,721
|
|
|
171,418
|
|
|
178,461
|
|
Basic (loss) earnings per common share
|
|
$
|
(5.92)
|
|
|
$
|
(3.67)
|
|
|
$
|
6.31
|
|
Diluted (loss) earnings per common share
|
|
$
|
(5.92)
|
|
|
$
|
(3.67)
|
|
|
$
|
6.25
|
|
The following table summarizes the securities that were antidilutive, and therefore, were not included in the computation of diluted (loss) earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2020
|
|
2019
|
|
2018
|
Securities granted under the 2005 Stock Incentive Plan
|
|
6,780
|
|
|
4,459
|
|
|
1,631
|
|
Securities convertible under the Senior Convertible Notes
|
|
—
|
|
|
650
|
|
|
—
|
|
Total
|
|
6,780
|
|
|
5,109
|
|
|
1,631
|
|
Dividends Paid per Share
Quarterly dividends on common stock were one cent per share for each quarter in 2020 and five cents per share for each quarter in 2019 and 2018.
9. Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within U. S. Steel's Consolidated Balance Sheets that sum to the total of the same amounts shown in the Consolidated Statement of Cash Flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
|
2020
|
|
2019
|
|
2018
|
Cash and cash equivalents
|
|
$
|
1,985
|
|
|
$
|
749
|
|
|
$
|
1,000
|
|
Restricted cash in other current assets
|
|
3
|
|
|
2
|
|
|
3
|
|
Long-term restricted cash
|
|
130
|
|
|
188
|
|
|
37
|
|
Total cash, cash equivalents and restricted cash
|
|
$
|
2,118
|
|
|
$
|
939
|
|
|
$
|
1,040
|
|
Amounts included in restricted cash represent cash balances which are legally or contractually restricted, primarily for electric arc furnace construction, environmental capital expenditure projects and insurance purposes.
10. Inventories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
December 31, 2020
|
|
December 31, 2019
|
Raw materials
|
|
$
|
416
|
|
|
$
|
628
|
|
Semi-finished products
|
|
633
|
|
|
720
|
|
Finished products
|
|
300
|
|
|
376
|
|
Supplies and sundry items
|
|
53
|
|
|
61
|
|
Total
|
|
$
|
1,402
|
|
|
$
|
1,785
|
|
Current acquisition costs were estimated to exceed the above inventory values at December 31 by $848 million in 2020 and $735 million in 2019. As a result of the liquidation of LIFO inventories, cost of sales decreased and (loss) earnings before interest and income taxes increased by $5 million, $28 million and $10 million in 2020, 2019 and 2018, respectively.
11. Income Taxes
Components of (loss) earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
2020
|
|
2019
|
|
2018
|
United States
|
|
$
|
(1,303)
|
|
|
$
|
(381)
|
|
|
$
|
434
|
|
Foreign
|
|
(4)
|
|
|
(71)
|
|
|
378
|
|
(Loss) earnings before income taxes
|
|
$
|
(1,307)
|
|
|
$
|
(452)
|
|
|
$
|
812
|
|
At the end of both 2020 and 2019, U. S. Steel does not have any undistributed foreign earnings and profits for which U.S. deferred taxes have not been provided.
Income tax (benefit) provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
(In millions)
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
Federal
|
|
$
|
(10)
|
|
|
$
|
(95)
|
|
|
$
|
(105)
|
|
|
$
|
(18)
|
|
|
$
|
196
|
|
|
$
|
178
|
|
|
$
|
(40)
|
|
|
$
|
(283)
|
|
|
$
|
(323)
|
|
State and local
|
|
(3)
|
|
|
(24)
|
|
|
(27)
|
|
|
—
|
|
|
23
|
|
|
23
|
|
|
2
|
|
|
(58)
|
|
|
(56)
|
|
Foreign
|
|
1
|
|
|
(11)
|
|
|
(10)
|
|
|
(6)
|
|
|
(17)
|
|
|
(23)
|
|
|
64
|
|
|
12
|
|
|
76
|
|
Total
|
|
$
|
(12)
|
|
|
$
|
(130)
|
|
|
$
|
(142)
|
|
|
$
|
(24)
|
|
|
$
|
202
|
|
|
$
|
178
|
|
|
$
|
26
|
|
|
$
|
(329)
|
|
|
$
|
(303)
|
|
A reconciliation of the federal statutory tax rate of 21 percent to total (benefit) provision follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
2020
|
|
2019
|
|
2018
|
Statutory rate applied to (loss) earnings before income taxes
|
|
$
|
(275)
|
|
|
$
|
(95)
|
|
|
$
|
171
|
|
Valuation allowance
|
|
367
|
|
|
334
|
|
|
(412)
|
|
Tax accounting benefit related to increase in OCI
|
|
(138)
|
|
|
—
|
|
|
—
|
|
Excess percentage depletion
|
|
(31)
|
|
|
(46)
|
|
|
(48)
|
|
State and local income taxes after federal income tax effects
|
|
(47)
|
|
|
(36)
|
|
|
8
|
|
Effects of foreign operations
|
|
(10)
|
|
|
(23)
|
|
|
74
|
|
U.S. impact of foreign operations
|
|
1
|
|
|
25
|
|
|
(21)
|
|
Impact of tax credits
|
|
(18)
|
|
|
5
|
|
|
(71)
|
|
Adjustment of prior years' federal income taxes
|
|
12
|
|
|
7
|
|
|
—
|
|
Other
|
|
(3)
|
|
|
7
|
|
|
(4)
|
|
Total (benefit) provision
|
|
$
|
(142)
|
|
|
$
|
178
|
|
|
$
|
(303)
|
|
The 2020 tax benefit includes a $138 million benefit related to recording a loss from continuing operations and income from other comprehensive income categories and expense of $13 million for an updated estimate to tax reserves related to an unrecognized tax benefit. Due to the full valuation allowance on our domestic deferred tax assets, the tax benefit in 2020 does not reflect any additional tax benefit for domestic pretax losses.
In 2019, the tax benefit differs from the domestic statutory rate of 21 percent primarily due to the fact that it does not reflect any tax benefit in the U.S. as a valuation allowance was recorded against the Company's net domestic deferred tax asset (excluding a portion of a deferred tax liability related to an asset with an indefinite life, as well as a deferred tax asset related to refundable Alternative Minimum Tax (AMT) credits).
Included in the 2018 tax benefit is a benefit of $374 million related to the reversal of a portion of the valuation allowance recorded against the Company's net domestic deferred tax asset, as well as a benefit of $38 million related to the reversal of the valuation allowance for current year activity.
Deferred taxes
Deferred tax assets and liabilities resulted from the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
|
2020
|
|
2019
|
Deferred tax assets:
|
|
|
|
|
Federal tax loss carryforwards (expiring in 2035 through 2037)
|
|
$
|
443
|
|
|
$
|
176
|
|
Federal capital loss carryforwards (expiring 2021)
|
|
—
|
|
|
27
|
|
State tax credit carryforwards (expiring in 2021 through 2029)
|
|
16
|
|
|
18
|
|
State tax loss carryforwards (expiring in 2021 through 2040)
|
|
182
|
|
|
130
|
|
Minimum tax credit carryforwards
|
|
—
|
|
|
19
|
|
General business credit carryforwards (expiring in 2026 through 2040)
|
|
103
|
|
|
85
|
|
Foreign tax loss and credit carryforwards (expiring in 2023 through 2030)
|
|
171
|
|
|
170
|
|
Employee benefits
|
|
71
|
|
|
173
|
|
Contingencies and accrued liabilities
|
|
52
|
|
|
71
|
|
Operating lease liabilities
|
|
51
|
|
|
58
|
|
Section 59(e) amortization
|
|
27
|
|
|
18
|
|
Investments in subsidiaries and equity investees
|
|
—
|
|
|
49
|
|
Inventory
|
|
21
|
|
|
32
|
|
Other temporary differences
|
|
46
|
|
|
17
|
|
Valuation allowance
|
|
(796)
|
|
|
(563)
|
|
Total deferred tax assets
|
|
387
|
|
|
480
|
|
Deferred tax liabilities:
|
|
|
|
|
Property, plant and equipment
|
|
244
|
|
|
368
|
|
Operating right-of-use assets
|
|
49
|
|
|
58
|
|
Investments in subsidiaries and equity investees
|
|
23
|
|
|
—
|
|
Receivables, payables and debt
|
|
22
|
|
|
17
|
|
Indefinite-lived intangible assets
|
|
19
|
|
|
19
|
|
Other temporary differences
|
|
19
|
|
|
3
|
|
Total deferred tax liabilities
|
|
376
|
|
|
465
|
|
Net deferred tax asset
|
|
$
|
11
|
|
|
$
|
15
|
|
U. S. Steel recognizes deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. The realization of deferred tax assets is assessed quarterly based on several interrelated factors. These factors include U. S. Steel’s expectation to generate sufficient future taxable income and the projected time period over which these deferred tax assets will be realized.
Each quarter U. S. Steel analyzes the likelihood that our deferred tax assets will be realized. A valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely than not that some portion, or all, of a deferred tax asset will not be realized.
At December 31, 2020, we identified the following negative evidence concerning U. S. Steel's ability to use some or all of its domestic deferred tax assets:
•U. S. Steel's domestic operations generated a significant loss in the current year and the Company is currently in a cumulative 12 quarter loss position, and
•some of our domestic deferred tax assets are carryforwards, which have expiration dates.
Most positive evidence can be categorized into one of the four sources of taxable income sequentially. These are (from least to most subjective):
•taxable income in prior carryback years, if carryback is permitted,
•future reversal of existing taxable temporary differences,
•tax planning strategies, and
•future taxable income exclusive of reversing temporary differences and carryforwards.
U. S. Steel utilized all available carrybacks, and therefore, our analysis at December 31, 2020 focused on the other sources of taxable income. Our projection of the reversal of our existing temporary differences generated significant taxable income. This source of taxable income, however, was not sufficient to project full utilization of U. S. Steel’s domestic deferred tax assets. To assess the realizability of the remaining domestic deferred tax assets, U. S. Steel analyzed its prudent and feasible tax planning strategies.
At December 31, 2020, after weighing all the positive and negative evidence, U. S. Steel determined that it was still more likely than not that the net domestic deferred tax asset (excluding a portion of a deferred tax liability related to an asset with an indefinite life) may not be realized. As a result, U. S. Steel recorded a $229 million non-cash charge to tax expense. In the future, if we determine that it is more likely than not that we will be able to realize all or a portion of our deferred tax assets, the valuation allowance will be reduced, and we will record a benefit to earnings.
At December 31, 2020, the net domestic deferred tax liability was $7 million, net of an established valuation allowance of $793 million. At December 31, 2019, the net domestic deferred tax asset was $12 million, net of an established valuation allowance of $560 million.
At December 31, 2020, the net foreign deferred tax asset was $18 million, net of an established valuation allowance of $3 million. At December 31, 2019, the net foreign deferred tax asset was $3 million, net of an established valuation allowance of $3 million. The net foreign deferred tax asset will fluctuate as the value of the U.S. dollar changes with respect to the euro.
U. S. Steel will continue to monitor the realizability of its deferred tax assets on a quarterly basis taking into consideration, among other items, the uncertainty regarding the Company's continued ability to generate domestic income in the near term. In the future, if we determine that realization is more likely than not for a deferred tax asset with a valuation allowance, the related valuation allowance will be reduced, and we will record a non-cash benefit to earnings.
Unrecognized tax benefits
Unrecognized tax benefits are the differences between a tax position taken, or expected to be taken, in a tax return and the benefit recognized for accounting purposes pursuant to the guidance in ASC Topic 740 on income taxes. The total amount of unrecognized tax benefits was $16 million, $3 million and $35 million as of December 31, 2020, 2019 and 2018, respectively.
The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $15 million and $2 million as of December 31, 2020 and 2019, respectively.
U. S. Steel records interest related to uncertain tax positions as a part of net interest and other financial costs in the Consolidated Statements of Operations. Any penalties are recognized as part of selling, general and administrative expenses. U. S. Steel had accrued liabilities of $2 million for interest and penalties related to uncertain tax positions as of both December 31, 2020 and 2019.
A tabular reconciliation of unrecognized tax benefits follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
2020
|
|
2019
|
|
2018
|
Unrecognized tax benefits, beginning of year
|
|
$
|
3
|
|
|
$
|
35
|
|
|
$
|
42
|
|
Increases – tax positions taken in prior years
|
|
13
|
|
|
—
|
|
|
—
|
|
Decreases – tax positions taken in prior years
|
|
—
|
|
|
—
|
|
|
(2)
|
|
Settlements
|
|
—
|
|
|
(32)
|
|
|
—
|
|
Lapse of statute of limitations
|
|
—
|
|
|
—
|
|
|
(5)
|
|
Unrecognized tax benefits, end of year
|
|
$
|
16
|
|
|
$
|
3
|
|
|
$
|
35
|
|
It is reasonably expected that during the next 12 months unrecognized tax benefits related to income tax issues will change by an immaterial amount.
Tax years subject to examination
Below is a summary of the tax years open to examination by major tax jurisdiction:
U.S. Federal – 2017 and forward
U.S. States – 2012 and forward
Slovakia – 2010 and forward
Status of Internal Revenue Service (IRS) examinations
The IRS audit of U. S. Steel’s 2017-2018 federal consolidated tax returns began in 2020 and is ongoing. The IRS completed its audit of the Company's 2014 and 2016 tax returns in 2020.
12. Investments, Long-Term Receivables and Equity Investee Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
|
2020
|
|
2019
|
Equity method investments
|
|
$
|
1,140
|
|
|
$
|
1,272
|
|
Receivables due after one year, less allowance of $5 in both periods
|
|
34
|
|
|
191
|
|
Other
|
|
3
|
|
|
3
|
|
Total
|
|
$
|
1,177
|
|
|
$
|
1,466
|
|
Summarized financial information of all investees accounted for by the equity method of accounting is as follows (amounts represent 100% of investee financial information):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
2020
|
|
2019
|
|
2018
|
Income data – year ended December 31:(a)
|
|
|
|
|
|
|
Net Sales
|
|
$
|
2,485
|
|
|
$
|
2,528
|
|
|
$
|
2,193
|
|
Operating income
|
|
12
|
|
|
253
|
|
|
157
|
|
Net earnings
|
|
(124)
|
|
|
235
|
|
|
134
|
|
Balance sheet date – December 31:
|
|
|
|
|
|
|
Current Assets
|
|
$
|
960
|
|
|
$
|
1,144
|
|
|
$
|
642
|
|
Noncurrent Assets
|
|
3,101
|
|
|
2,976
|
|
|
853
|
|
Current liabilities
|
|
419
|
|
|
573
|
|
|
348
|
|
Noncurrent Liabilities
|
|
3,063
|
|
|
2,542
|
|
|
516
|
|
(a)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.
U. S. Steel's portion of the (loss) income from investees reflected on the Consolidated Statements of Operations was $(117) million, $79 million and $61 million for the years ended December 31, 2020, 2019 and 2018, respectively.
All of our significant investees are located in the U.S. Investees accounted for using the equity method include:
|
|
|
|
|
|
Investee
|
December 31, 2020 Interest
|
Big River Steel(a)
|
49.9
|
%
|
Chrome Deposit Corporation
|
50
|
%
|
Daniel Ross Bridge, LLC
|
50
|
%
|
Double G Coatings Company, Inc.
|
50
|
%
|
Hibbing Development Company
|
24.1
|
%
|
Hibbing Taconite Company(b)
|
14.7
|
%
|
Patriot Premium Threading Services, LLC
|
50
|
%
|
PRO-TEC Coating Company, LLC
|
50
|
%
|
Strategic Investment Fund Partners II(c)
|
5.2
|
%
|
Worthington Specialty Processing
|
49
|
%
|
(a)U. S. Steel's 49.9% ownership in Big River Steel consists of 47.7535% interests in Big River Steel Holdings LLC and BRS Stock Holdco LLC. U. S. Steel Blocker LLC, a wholly-owned subsidiary of U. S. Steel, holds a 2.1465% interest in both of those entities.
(b)Hibbing Taconite Company (Hibbing) is an unincorporated joint venture that is owned, in part, by Hibbing Development Company (HDC), which is accounted for using the equity method. Through HDC we are able to influence the activities of HTC, and as such, its activities are accounted for using the equity method.
(c)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.
In 2020, we recognized pre-tax gains on equity investee transactions of approximately $6 million on the sale of our 49 percent ownership interest in Feralloy Processing Company and $25 million for the step-up to fair value of our previously held investment in UPI.
In 2018, we recognized pre-tax gains on equity investee transactions of approximately $18 million for the assignment of our ownership interest in Leeds Retail Center, LLC and $20 million from the sale of our 40 percent ownership interest in Acero Prime, S. R. L. de CV.
There were no dividends or partnership distributions received from equity investees in 2020. There were dividends or partnership distributions of $5 million in 2019 and $13 million in 2018.
U. S. Steel evaluates impairment of its equity method investments whenever circumstances indicate that a decline in value below carrying value is other than temporary. Under these circumstances, we would adjust the investment down to its estimated fair value, which then becomes its new carrying value.
We supply substrate to certain of our equity method investees and from time to time will extend the payment terms for their trade receivables. For discussion of transactions and related receivable and payable balances between U. S. Steel and its investees, see Note 23.
Big River Steel
On October 31, 2019, a wholly owned subsidiary of U. S. Steel purchased a 49.9% ownership interest in Big River Steel at a purchase price of approximately $683 million in cash. U. S. Steel recorded an equity investment asset for Big River Steel of $710 million that includes approximately $27 million of transaction costs. On January 15, 2021, U. S. Steel purchased the remaining interest in Big River Steel for $723 million in cash and the assumption of approximately $50 million in liabilities. See Note 5 for further details.
Patriot Premium Threading Services, LLC
Patriot Premium Threading Services, LLC (Patriot) is located in Midland, Texas and provides oil country threading, accessory threading, repair services and rig site services to exploration and production companies located principally in the Permian Basin. During the fourth quarter of 2019, Patriot’s 50-50 joint venture partners, a wholly owned subsidiary of U. S. Steel and Butch Gilliam Enterprises, Inc. (BGE) amended the joint venture agreement. In accordance with the amended agreement, U. S. Steel will be entitled to receive distributions of 100% of Patriot’s earnings starting January 1, 2020 and will purchase BGE’s ownership interest in Patriot after a three-year period in exchange for certain fixed payments and payments equal to ten percent of Patriot’s earnings before interest and taxes during that time period. The prepaid asset (recorded in other noncurrent assets) related to the future purchase of Patriot was $33 million at both year end 2020 and 2019. The liability (recorded in deferred credits and other noncurrent liabilities) related to the future purchase of Patriot was $6 million at both year end 2020 and 2019.
Patriot is classified as a variable interest entity because its economics are not proportional to the equal voting interests of its two joint venture partners. U. S. Steel is not the primary beneficiary because it does not direct the decisions that most significantly impact the economic performance of Patriot. These decisions include those related to sales of Patriot’s goods and services, its production planning and scheduling and its negotiation of procurement contracts.
At December 31, 2020 and 2019, U. S. Steel had other assets of approximately $28 million and $30 million, respectively, on its consolidated balance sheets related to Patriot. These assets were comprised primarily of our equity investment in Patriot which is classified in investments and other long-term receivables and an insignificant related party receivable for the sale of pipe to Patriot for threading services. The assets represent our maximum exposure to Patriot without consideration of any recovery that could be received if there were a sale of Patriot’s assets. Creditors of Patriot have no recourse to the general credit of U. S. Steel.
13. Property, Plant and Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
|
Useful Lives
|
|
2020
|
|
2019
|
Land and depletable property
|
|
—
|
|
|
$
|
237
|
|
|
$
|
202
|
|
Buildings
|
|
35 years
|
|
1,154
|
|
|
1,105
|
|
Machinery and equipment
|
|
|
|
|
|
|
Steel producing
|
|
2-30 years
|
|
14,417
|
|
|
13,658
|
|
Transportation
|
|
3-40 years
|
|
282
|
|
|
280
|
|
Other
|
|
5-30 years
|
|
92
|
|
|
129
|
|
Information technology
|
|
5-6 years
|
|
796
|
|
|
787
|
|
Assets under finance lease
|
|
5-15 years
|
|
113
|
|
|
83
|
|
Construction in process
|
|
—
|
|
|
613
|
|
|
833
|
|
Total
|
|
|
|
17,704
|
|
|
17,077
|
|
Less accumulated depreciation and depletion
|
|
|
|
12,260
|
|
|
11,630
|
|
Net
|
|
|
|
$
|
5,444
|
|
|
$
|
5,447
|
|
Amounts in accumulated depreciation and depletion for assets acquired under finance leases (including sale-leasebacks accounted for as financings) were $40 million and $27 million at December 31, 2020 and 2019, respectively.
14. Intangible Assets
Intangible assets are being amortized on a straight-line basis over their estimated useful lives and are detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
(In millions)
|
|
Useful
Lives
|
|
Gross
Carrying
Amount
|
|
Accumulated Impairment (a)
|
|
Accumulated
Amortization
|
|
Net
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
Customer relationships
|
|
22 Years
|
|
$
|
132
|
|
|
$
|
55
|
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
132
|
|
|
$
|
76
|
|
|
$
|
56
|
|
Patents
|
|
10-15 Years
|
|
22
|
|
|
7
|
|
10
|
|
|
5
|
|
|
22
|
|
|
8
|
|
|
14
|
|
Energy Contract
|
|
10 Years
|
|
54
|
|
|
—
|
|
|
5
|
|
|
$
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
|
4-20 Years
|
|
14
|
|
|
5
|
|
9
|
|
|
—
|
|
|
14
|
|
|
9
|
|
|
5
|
|
Total amortizable intangible assets
|
|
|
|
$
|
222
|
|
|
$
|
67
|
|
|
$
|
101
|
|
|
$
|
54
|
|
|
$
|
168
|
|
|
$
|
93
|
|
|
$
|
75
|
|
(a) The impairment charge was the result of the quantitative impairment analysis of the welded tubular asset group for the period ended March 31, 2020. See Note 1 for further details.
Amortization expense was $8 million for both years ended December 31, 2020 and December 31, 2019. We expect approximately $6 million in annual amortization expense through 2025 and approximately $24 million in remaining amortization expense thereafter.
The carrying amount of acquired water rights with indefinite lives as of December 31, 2020 and December 31, 2019 totaled $75 million.
15. Stock-Based Compensation Plans
U. S. Steel has outstanding stock-based compensation awards that were granted by the Compensation & Organization Committee of the Board of Directors (the Committee) under the 2005 Stock Incentive Plan (the 2005 Plan) and the 2016 Omnibus Incentive Compensation Plan (the Omnibus Plan) (collectively the Plans). On April 26, 2016, the Company's stockholders approved the Omnibus Plan and authorized the Company to issue up to 7,200,000 shares of U. S. Steel common stock under the Omnibus Plan. The Company's stockholders authorized the issuance of an additional 6,300,000 shares under the Omnibus Plan on April 25, 2017 and an additional 4,700,000 shares under the Omnibus Plan on April 28, 2020. While awards that were previously granted under the 2005 Plan remain outstanding, all future awards will be granted under the Omnibus Plan. As of December 31, 2020, there were 6,092,033 shares available for future grants under the
Omnibus Plan. Generally, a share issued under the Omnibus Plan pursuant to an award other than a stock option will reduce the number of shares available under the Stock Plan by 1.78 shares. Shares related to awards under either plan (i) that are forfeited, (ii) that terminate without shares having been issued or (iii) for which payment is made in cash or property other than shares, are again available for awards under the Omnibus Plan. Shares delivered to U. S. Steel or withheld for purposes of satisfying the exercise price or tax withholding obligations are not available for future awards. The purpose of the Plans is to attract, retain and motivate employees and non-employee directors of outstanding ability, and to align their interests with those of the stockholders of U. S. Steel. The Committee administers the Plans, and under the Omnibus Plan may make grants of stock options, restricted stock units (RSUs), performance awards, and other stock-based awards.
The following table summarizes the total stock-based compensation awards granted during the years 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units
|
|
TSR Performance Awards
|
|
ROCE Performance Awards (a)
|
2020 Grants
|
|
2,640,690
|
|
|
671,390
|
|
|
—
|
|
2019 Grants
|
|
1,005,500
|
|
|
210,520
|
|
|
527,470
|
|
2018 Grants
|
|
824,195
|
|
|
79,190
|
|
|
247,510
|
|
(a) The ROCE awards granted in 2020 are not shown in the table because they were granted in cash.
Stock-based compensation expense
The following table summarizes the total compensation expense recognized for stock-based compensation awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions, except per share amounts)
|
|
Year Ended December 31, 2020
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
Stock-based compensation expense recognized:
|
|
|
|
|
|
|
Cost of sales
|
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
11
|
|
Selling, general and administrative expenses
|
|
18
|
|
|
17
|
|
|
21
|
|
Decrease in net income
|
|
26
|
|
|
26
|
|
|
32
|
|
Decrease in basic earnings per share
|
|
0.13
|
|
|
0.15
|
|
|
0.14
|
|
Decrease in diluted earnings per share
|
|
0.13
|
|
|
0.15
|
|
|
0.13
|
|
As of December 31, 2020, total future compensation cost related to nonvested stock-based compensation arrangements was $12 million and the average period over which this cost is expected to be recognized is approximately 20 months.
Stock options
Compensation expense for stock options is recorded over the vesting period based on the fair value on the date of grant, as calculated by U. S. Steel using the Black-Scholes model and the assumptions listed below. Awards generally vest ratably over a three-year service period and have a term of ten years. Stock options are generally issued at the market price of the underlying stock on the date of the grant. Upon exercise of stock options, shares of U. S. Steel stock are issued from treasury stock or from authorized, but unissued common stock. There were no stock options granted in 2020, 2019 and 2018.
The expected annual dividends per share are based on the latest annualized dividend rate at the date of grant; the expected life in years is determined primarily from historical stock option exercise data; the expected volatility is based on the historical volatility of U. S. Steel stock; and the risk-free interest rate is based on the U.S. Treasury strip rate for the expected life of the option.
The following table shows a summary of the status and activity of stock options for the year ended December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-
Average
Exercise Price
(per share)
|
|
Weighted-
Average
Remaining
Contractual Term
(in years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
Outstanding at January 1, 2020
|
|
2,351,831
|
|
|
$
|
27.08
|
|
|
|
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Exercised
|
|
(22,849)
|
|
|
$
|
14.78
|
|
|
|
|
|
Forfeited or expired
|
|
(282,746)
|
|
|
$
|
36.10
|
|
|
|
|
|
Outstanding at December 31, 2020
|
|
2,046,236
|
|
|
$
|
25.98
|
|
|
3.72
|
|
$
|
1
|
|
Exercisable at December 31, 2020
|
|
2,046,236
|
|
|
$
|
25.98
|
|
|
3.72
|
|
$
|
1
|
|
Exercisable and expected to vest at December 31, 2020
|
|
2,046,236
|
|
|
$
|
25.98
|
|
|
3.72
|
|
$
|
1
|
|
The aggregate intrinsic value in the table above represents the total pretax intrinsic value (difference between our closing stock price on the last trading day of 2020 and the exercise price, multiplied by the number of in-the-money options). Intrinsic value changes are a function of the fair market value of our stock.
The total intrinsic value of stock options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the option) was immaterial during the year ended December 31, 2020 and December 31, 2019 and $27 million during the year ended December 31, 2018. The total amount of cash received by U. S. Steel from the exercise of options during the year ended December 31, 2020 and December 31, 2019, was an immaterial amount and the related net tax benefit realized from the exercise of these options was an immaterial amount in 2020 and 2019.
Stock awards
Compensation expense for nonvested stock awards is recorded over the vesting period based on the fair value at the date of grant.
RSUs awarded as part of annual grants generally vest ratably over three years. Their fair value is the market price of the underlying common stock on the date of grant. RSUs granted in connection with new-hire or retention awards generally cliff vest three years from the date of the grant.
Total shareholder return (TSR) performance awards may vest at varying levels at the end of a three-year performance period if U. S. Steel’s total shareholder return compared to the total shareholder return of a peer group of companies meets performance criteria during the three-year performance period. For the 2018 awards, TSR is calculated over the full three-year performance period. For the 2020 and 2019 awards, TSR is calculated as follows: 20 percent for each year in the three-year performance period and 40 percent for the full three-year period. TSR performance awards may vest and payout 50 percent at the threshold level, 100 percent at the target level and 200 percent at the maximum level for payouts. Payment for performance in between the threshold percentages will be interpolated. The fair value of the performance awards is calculated using a Monte-Carlo simulation.
Performance awards based on the return on capital employed (ROCE) metric were granted in cash in 2020, and in equity in 2019 and 2018. ROCE awards granted will be measured on a weighted average basis of the Company’s consolidated worldwide earnings (loss) before interest and income taxes, as adjusted, divided by consolidated worldwide capital employed, as adjusted, over a three year period.
Weighted average ROCE is calculated based on the ROCE achieved in the first, second and third years of the performance period, weighted at 20 percent, 30 percent and 50 percent, respectively. The ROCE awards will payout 50 percent at the threshold level, 100 percent at the target level and 200 percent at the maximum level. Payouts for performance in between the threshold percentages will be interpolated.
Compensation expense associated with the ROCE awards will be contingent based upon the achievement of the specified ROCE performance goals and will be adjusted on a quarterly basis to reflect the probability of achieving the ROCE metric.
ROCE performance awards may vest at the end of a three-year performance period contingent upon meeting ROCE performance goals approved by the Committee. The fair value of the ROCE performance awards is the average market price of the underlying common stock on the date of grant.
The following table shows a summary of the performance awards outstanding as of December 31, 2020, and their fair market value on the respective grant date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Period
|
|
Fair Value
(in millions)
|
|
Minimum
Shares
|
|
Target
Shares
|
|
Maximum
Shares
|
2020 - 2022
|
|
$
|
5
|
|
|
—
|
|
|
671,390
|
|
|
1,342,780
|
|
2019 - 2021
|
|
$
|
16
|
|
|
—
|
|
|
632,217
|
|
|
1,264,434
|
|
2018 - 2020
|
|
$
|
13
|
|
|
—
|
|
|
281,693
|
|
|
563,386
|
|
The following table shows a summary of the status and activity of nonvested stock awards for the year ended December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
Stock Units
|
|
TSR Performance
Awards (a)
|
|
ROCE Performance
Awards (a)
|
|
Total
|
|
Weighted-
Average
Grant-Date
Fair Value
|
Nonvested at January 1, 2020
|
|
1,589,824
|
|
|
350,317
|
|
|
692,843
|
|
|
2,632,984
|
|
|
$
|
30.72
|
|
Granted
|
|
2,640,690
|
|
|
671,390
|
|
|
—
|
|
|
3,312,080
|
|
|
8.69
|
|
Vested
|
|
(527,534)
|
|
|
—
|
|
|
—
|
|
|
(527,534)
|
|
|
30.55
|
|
Performance adjustment factor (b)
|
|
—
|
|
|
—
|
|
|
(101,587)
|
|
|
(101,587)
|
|
|
34.82
|
|
Forfeited or expired
|
|
(187,255)
|
|
|
(1,556)
|
|
|
(26,107)
|
|
|
(214,918)
|
|
|
19.00
|
|
Nonvested at December 31, 2020
|
|
3,515,725
|
|
|
1,020,151
|
|
|
565,149
|
|
|
5,101,025
|
|
|
$
|
16.85
|
|
(a)The number of shares shown for the performance awards is based on the target number of share awards.
(b)Consists of adjustments to vested performance awards to reflect actual performance. The adjustments were required since the original grants of the awards were at 100 percent of the targeted amounts and the awards vested at greater than target.
The following table presents information on RSUs and performance awards granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
Number of awards granted
|
|
3,312,080
|
|
|
1,743,490
|
|
|
1,150,895
|
|
Weighted-average grant-date fair value per share
|
|
$
|
8.69
|
|
|
$
|
24.46
|
|
|
$
|
41.65
|
|
During the years ended December 31, 2020, 2019, and 2018, the total fair value of shares vested was $16 million, $21 million, and $14 million, respectively.
16. Derivative Instruments
U. S. Steel is exposed to foreign currency exchange rate risks in our European operations. USSE’s revenues are primarily in euros and costs are primarily in euros and U.S. dollars (USD). U. S. Steel uses foreign exchange forward sales contracts (foreign exchange forwards) with maturities no longer than 12 months to exchange euros for USD to manage our currency requirements and exposure to foreign currency exchange rate fluctuations. Derivative instruments are required to be recognized at fair value in the Consolidated Balance Sheet. U. S. Steel did not designate euro foreign exchange forwards entered into prior to July 1, 2019, as hedges; therefore, changes in their fair value were recognized immediately in the Consolidated Statements of Operations (mark-to-market accounting). For those contracts, U. S. Steel recognized changes in fair value immediately through earnings until all of the contracts matured in July 2020. U. S. Steel elected cash flow hedge accounting for euro foreign exchange forwards prospectively effective July 1, 2019. Accordingly, gains and losses for euro foreign exchange forwards entered into after July 1, 2019 are recorded within accumulated other comprehensive income (AOCI) until the related contract impacts earnings. We mitigate the risk of concentration of counterparty credit risk by purchasing our forwards from several counterparties.
In 2018, U. S. Steel entered into long-term freight contracts in its domestic operations that require payment in Canadian dollars (CAD). We entered into foreign exchange forward contracts with remaining maturities up to 12 months to exchange USD for CAD to mitigate a portion of the related risk of exchange rate fluctuations and to manage our currency requirements. We elected to designate these contracts as cash flow hedges. All of these contracts had matured as of December 2020.
U. S. Steel may use fixed-price forward physical purchase contracts to partially manage our exposure to price risk related to the purchases of natural gas, zinc and tin used in the production process. Generally, forward physical purchase contracts qualify for the normal purchase and normal sales exceptions described in ASC Topic 815 and are not subject to mark-to-market accounting. U. S. Steel also uses financial swaps to protect from the commodity price risk associated with purchases of natural gas, zinc, tin and electricity (commodity purchase swaps). We elected cash flow hedge accounting for domestic commodity purchase swaps for natural gas, zinc and tin and use mark-to-market accounting for electricity swaps used in our domestic operations and for commodity purchase swaps used in our European operations.
From time to time, we enter into financial swaps that are used to partially manage the sales price of certain hot-rolled coil and iron ore pellet sales (sales swaps). We elected cash flow hedge accounting for hot-rolled coil sales swaps effective January 1, 2018 and for iron ore pellet sales swaps effective January 1, 2019.
In accordance with the guidance in ASC Topic 820 on fair value measurements and disclosures, the fair value of our foreign exchange forwards, commodity purchase swaps and sales swaps was determined using Level 2 inputs, which are defined as "significant other observable" inputs. The inputs used are from market sources that aggregate data based upon market transactions.
The table below shows the outstanding swap quantities used to hedge forecasted purchases and sales as of December 31, 2020 and December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedge Contracts
|
Classification
|
|
December 31, 2020
|
|
December 31, 2019
|
Natural gas (in mmbtus)
|
Commodity purchase swaps
|
|
38,801,400
|
|
56,613,200
|
Tin (in metric tons)
|
Commodity purchase swaps
|
|
812
|
|
145
|
Zinc (in metric tons)
|
Commodity purchase swaps
|
|
25,361
|
|
9,819
|
Electricity (in megawatt hours)
|
Commodity purchase swaps
|
|
760,320
|
|
|
—
|
Hot-rolled coils (in tons)
|
Sales swaps
|
|
120,000
|
|
|
—
|
Foreign currency (in millions of euros)
|
Foreign exchange forwards
|
|
€
|
242
|
|
|
€
|
282
|
|
Foreign currency (in millions of CAD)
|
Foreign exchange forwards
|
|
$
|
—
|
|
|
$
|
25
|
|
The following summarizes the fair value amounts included in our Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) Designated as Hedging Instruments
|
Balance Sheet Location
|
|
December 31, 2020
|
|
December 31, 2019
|
Sales swaps
|
Accounts payable
|
|
$
|
26
|
|
|
$
|
—
|
|
Sales swaps
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
Commodity purchase swaps
|
Accounts receivable
|
|
5
|
|
|
1
|
|
Commodity purchase swaps
|
Accounts payable
|
|
10
|
|
|
17
|
|
Commodity purchase swaps
|
Investments and long-term receivables
|
|
—
|
|
|
1
|
|
Commodity purchase swaps
|
Other long-term liabilities
|
|
—
|
|
|
7
|
|
Foreign exchange forwards
|
Accounts payable
|
|
18
|
|
|
1
|
|
Foreign exchange forwards
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Not Designated as Hedging Instruments
|
|
|
|
|
|
Commodity purchase swaps
|
Investments and long-term receivables
|
|
1
|
|
|
4
|
|
The table below summarizes the effect of hedge accounting on AOCI and amounts reclassified from AOCI into earnings for 2020, 2019, and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) Gain on Derivatives in AOCI
|
|
|
|
Amount of Loss Recognized in Income
|
(In millions)
|
|
2020
|
|
2019
|
|
2018
|
|
Location of Reclassification from AOCI (a)
|
|
2020
|
|
2019
|
|
2018
|
Sales swaps
|
|
$
|
(26)
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
Net sales (b)
|
|
$
|
—
|
|
|
$
|
(1)
|
|
|
$
|
(13)
|
|
Commodity purchase swaps
|
|
17
|
|
|
(6)
|
|
|
(15)
|
|
|
Cost of sales (c)
|
|
(24)
|
|
|
(19)
|
|
|
(8)
|
|
Foreign exchange forwards
|
|
(17)
|
|
|
1
|
|
|
(2)
|
|
|
Cost of sales
|
|
(7)
|
|
|
(1)
|
|
|
—
|
|
(a) The earnings impact of our hedging instruments substantially offsets the earnings impact of the related hedged items resulting in immaterial ineffectiveness.
(b) U. S. Steel elected cash flow hedge accounting for hot-rolled coil sales swaps effective January 1, 2018 and for iron ore pellet sales swaps effective January 1, 2019.
(c) Costs for commodity purchase swaps are recognized in cost of sales as products are sold.
The table below summarizes the impact of derivative activity where hedge accounting has not been elected on our Consolidated Statements of Operations for 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of (Loss) Gain Recognized in Income
|
(In millions)
|
Consolidated Statement of Operations Location
|
|
2020
|
|
2019
|
|
2018
|
Sales swaps (a)
|
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1)
|
|
Commodity purchase swaps
|
Cost of sales
|
|
(1)
|
|
|
—
|
|
|
—
|
|
Foreign exchange forwards (b)
|
Other financial costs
|
|
—
|
|
|
17
|
|
|
24
|
|
(a) U. S. Steel elected cash flow hedge accounting for hot-rolled coil sales swaps effective January 1, 2018 and for iron ore pellet sales swaps effective January 1, 2019.
(b) U. S. Steel elected hedge accounting for foreign exchange forwards to exchange USD for CAD and for euro foreign exchange forwards prospectively effective July 1, 2019.
At current contract values, $49 million in AOCI as of December 31, 2020 will be recognized as an increase in cost of sales over the next year as related hedged items are recognized in earnings. The maximum derivative contract duration for commodity purchase swaps is 12 months, the maximum duration for sales swaps is 12 months and the maximum derivative contract duration for commodity purchase swaps where hedge accounting was not elected is 25 months.
17. Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
|
Interest
Rates %
|
|
Maturity
|
|
2020
|
|
2019
|
2037 Senior Notes
|
|
6.650
|
|
2037
|
|
$
|
350
|
|
|
$
|
350
|
|
2026 Senior Notes
|
|
6.250
|
|
2026
|
|
650
|
|
|
650
|
|
2026 Senior Convertible Notes
|
|
5.000
|
|
2026
|
|
350
|
|
|
350
|
|
2025 Senior Notes
|
|
6.875
|
|
2025
|
|
750
|
|
|
750
|
|
2025 Senior Secured Notes
|
|
12.000
|
|
2025
|
|
1,056
|
|
|
—
|
|
Export-Import Credit Agreement
|
|
Variable
|
|
2021
|
|
180
|
|
|
—
|
|
Environmental Revenue Bonds
|
|
4.875 - 6.750
|
|
2024 - 2050
|
|
717
|
|
|
620
|
|
Finance leases and all other obligations
|
|
|
|
2021-2029
|
|
81
|
|
|
66
|
|
ECA Credit Agreement
|
|
Variable
|
|
2031
|
|
113
|
|
|
—
|
|
Credit Facility Agreement, $2.0 billion
|
|
Variable
|
|
2024
|
|
500
|
|
|
600
|
|
UPI Amended Credit Facility
|
|
Variable
|
|
2020
|
|
—
|
|
|
—
|
|
USSK Credit Agreement
|
|
Variable
|
|
2023
|
|
368
|
|
|
393
|
|
USSK credit facilities
|
|
Variable
|
|
2021
|
|
—
|
|
|
—
|
|
Total debt
|
|
|
|
|
|
5,115
|
|
|
3,779
|
|
Less unamortized discount and debt issuance costs
|
|
|
|
|
|
228
|
|
|
138
|
|
Less short-term debt and long-term debt due within one year
|
|
|
|
|
|
192
|
|
|
14
|
|
Long-term debt
|
|
|
|
|
|
$
|
4,695
|
|
|
$
|
3,627
|
|
Export-Import Credit Agreement
On September 30, 2020, U. S. Steel and its subsidiary, United States Steel International, Inc., as the borrowers, entered into an Export-Import Transaction Specific Loan and Security Agreement (Export-Import Credit Agreement) with the lenders party thereto from time to time and PNC Bank, National Association (PNC), as agent for the lenders, under which it borrowed $250 million, and received proceeds of approximately $240 million, net of transaction fees of approximately $10 million. The Export-Import Credit Agreement provides for up to $250 million of term loans, which mature on August 30, 2021, unless sooner terminated or extended by the borrowers to July 30, 2022. The maturity of the term loans under the Export-Import Credit Agreement may be extended only if the loan facility continues to be eligible for coverage (at a 95% level) under the Ex-Im Guarantee (as defined in the Export-Import Credit Agreement) and each lender consents to such extension. Interest on the term loans will accrue at a contract rate of 2.50% plus the applicable LIBOR rate. The obligations under the Export-Import Credit Agreement are secured by receivables (collateral) under certain iron ore pellet export contracts. The Export-Import Credit Agreement permits voluntary prepayments and requires mandatory prepayments with net cash proceeds of dispositions of collateral. The Export-Import Credit Agreement also contains certain customary covenants and restrictions, including restrictions on sale of assets, restrictions on incurring liens upon collateral and a requirement that the borrowers comply with the Ex-Im Borrower Agreement (entered into on September 30, 2020 by the borrowers in favor of Ex-Im Bank, the lenders and PNC, as agent for the lenders).
2025 Senior Secured Notes
On May 29, 2020, U. S. Steel issued $1.056 billion aggregate principal amount of 12.000% Senior Secured Notes due June 1, 2025 (2025 Senior Secured Notes) in a 144A private transaction exempt from the registration requirements of the Securities Act of 1933, as amended. The notes were issued at a price equal to 94.665% of their face value. U. S. Steel received net proceeds from the offering of approximately $977 million after fees of approximately $23 million related to underwriting and third party expenses. The notes will pay interest semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The notes are fully and unconditionally guaranteed on a senior secured basis by all of our existing and future direct and indirect material domestic subsidiaries (other than certain subsidiaries excluded in the indenture). The notes and notes guarantees are secured by first priority-liens, subject to permitted liens, on substantially all of U. S. Steel’s domestic assets, other than certain excluded assets per the terms of the notes indenture and exclusive of the collateral required under the Credit Facility Agreement.
The Company may redeem the 2025 Senior Secured Notes, in whole or part, at its option on or after June 1, 2022 at the redemption price for such notes as a percentage of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date, if redeemed during the twelve-month period beginning on June 1st of each of the years indicated below.
|
|
|
|
|
|
Year
|
Redemption Price
|
2022
|
106
|
%
|
2023
|
103
|
%
|
2024 and thereafter
|
100
|
%
|
Prior to June 1, 2022, the Company may redeem up to 35% of the original aggregate principal amount of the 2025 Senior Secured Notes with the net cash proceeds of one or more equity offerings for a price of 112.000% of principal amount of the 2025 Senior Secured Notes plus accrued and unpaid interest, if any, to the applicable date of redemption. Upon the occurrence of certain assets sales, we are required to apply asset sale proceeds towards investments in assets that constitute Notes collateral. If all asset sale proceeds are not invested within one year, or such longer period as permitted by the indenture, the Company may be required to offer to repurchase the 2025 Senior Secured Notes up to an amount of asset sale proceeds that remain uninvested at a price of 100% of the principal amount thereof, plus accrued and unpaid interest if any to the date of such purchase. The indenture pursuant to which the 2025 Senior Secured Notes were issued contains limitations on the incurrence of additional debt secured by liens and additional customary covenants and other obligations.
Export Credit Agreement
Funding of U. S. Steel’s vendor supported Export Credit Agreement (ECA) occurred on February 19, 2020. U. S. Steel had borrowed $113 million under the ECA as of December 31, 2020. Loan repayments start six months after the starting point of credit as defined in the loan agreement with a total repayment term up to eight years. Loan availability and repayment terms are subject to certain customary covenants and events of default. The purpose of the ECA is to finance equipment purchased for the endless casting and rolling facility at the Mon Valley Works facility in Braddock, Pennsylvania.
Credit Facility Agreement
As of December 31, 2020, there was $505 million drawn under the $2.0 billion Fifth Amended and Restated Credit Facility Agreement (Credit Facility Agreement), of which $5 million was utilized for letters of credit. U. S. Steel must maintain a fixed charge coverage ratio of at least 1.00 to 1.00 for the most recent four consecutive quarters when availability under the Credit Facility Agreement is less than the greater of 10 percent of the total aggregate commitments and $200 million. Based on the most recent four quarters as of December 31, 2020, the Company would not have met the fixed charge coverage ratio test; therefore, the amount available to the Company under this facility is effectively reduced by $200 million. In addition, since the value of our inventory and trade accounts receivable less specified reserves calculated in accordance with the Credit Facility Agreement do not support the full amount of the facility at December 31, 2020, the amount available to the Company under this facility was further reduced by $351 million. The availability under the Credit Facility Agreement was $944 million as of December 31, 2020.
The Credit Facility Agreement provides for borrowings at interest rates based on defined, short-term market rates plus a margin based on availability and includes other customary terms and conditions including restrictions on our ability to create certain liens and to consolidate, merge or transfer all, or substantially all, of our assets. The Credit Facility Agreement expires in October 2024. Maturity may be accelerated 91 days prior to the stated maturity of any outstanding senior debt if excess cash and credit facility availability do not meet the liquidity conditions set forth in the Credit Facility Agreement. Borrowings are secured by liens on certain North American inventory and trade accounts receivable. Availability under this facility may be impacted by additional footprint decisions that are made to the extent the value of the collateral pool of inventory and accounts receivable that support our borrowing availability are reduced.
The Credit Facility Agreement has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition that is not disclosed in our last published financial results. The facility also has customary defaults, including a cross-default to material indebtedness of U. S. Steel and our subsidiaries.
On September 30, 2020, U. S. Steel entered into an Amendment No. 1 (the “Amendment”) to the Credit Facility Agreement with the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, to permit U. S. Steel and United States Steel International Inc. to enter into, and grant the applicable collateral pursuant to, the Export-Import Credit Agreement.
U. S. Steel Košice (USSK) credit facilities
At December 31, 2020, USSK had borrowings of €300 million (approximately $368 million) under its €460 million (approximately $564 million) revolving credit facility (USSK Credit Agreement). At December 31, 2019, USSK had borrowings of €350 million (approximately $393 million) under its €460 million (approximately $517 million) revolving credit facility. The USSK Credit Agreement contains certain USSK specific financial covenants including a minimum subordinated intercompany indebtedness and stockholders' equity to assets ratio and net debt to EBITDA ratio. The covenants are measured semi-annually at June and December each year for the period covering the last twelve calendar months, with the first net debt to EBITDA measurement occurring at June 2021. USSK must maintain a net debt to EBITDA ratio of less than 6.5 as of June 30, 2021 and 3.5 for semi-annual measurements starting December 31, 2021. If covenant compliance requirements are not met and the covenants are not amended or waived, noncompliance may result in an event of default, in which case USSK may not draw upon the facility, and the majority lenders, as defined in the USSK Credit Agreement, may cancel any and all commitments, and/or accelerate full repayment of any or all amounts outstanding under the USSK Credit Agreement. An event of default under the USSK Credit Agreement could also result in an event of default under the Credit Facility Agreement.
The USSK Credit Agreement contains customary representations and warranties, terms and conditions, including, as a condition to borrowing, that it met certain financial covenants since the last measurement date, and that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, and representations as to no material adverse change in our business or financial condition since December 31, 2017. The USSK Credit Facility Agreement also contains customary events of default, including a cross-default upon acceleration of material indebtedness of USSK and its subsidiaries.
At December 31, 2020, USSK had no borrowings under its €20 million and €10 million credit facilities (collectively approximately $37 million) and the availability was approximately $28 million due to approximately $9 million of customs and other guarantees outstanding.
Each of these facilities bear interest at short-term rate market rates plus a margin and contain customary terms and conditions.
USS-POSCO Industries Credit Facility
The USS-POSCO Industries (UPI) Amended Credit Facility agreement was terminated on July 17, 2020 and the outstanding borrowings were repaid using cash on hand. Upon termination of the UPI Amended Credit Facility, UPI was added as a subsidiary guarantor to the Credit Facility Agreement, which increased the amount of collateral and availability under the Credit Facility Agreement.
Change in control event
If there is a change in control of U. S. Steel: (a) debt obligations totaling $4,317 million as of December 31, 2020 may be declared due and payable; and (b) the Credit Facility Agreement and the USSK credit facilities may be terminated and any amounts outstanding declared due and payable.
Debt Maturities – Aggregate maturities of debt are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
Later
Years
|
|
Total
|
$
|
196
|
|
|
$
|
22
|
|
|
$
|
379
|
|
|
$
|
568
|
|
|
$
|
1,813
|
|
|
$
|
2,137
|
|
|
$
|
5,115
|
|
18. Pensions and Other Benefits
U. S. Steel has defined contribution or multi-employer retirement benefits for more than three-quarters of its employees in the United States and non-contributory defined benefit pension plans covering the remaining employees. Benefits under the defined benefit pension plans are based upon years of service and final average pensionable earnings, or a minimum benefit based upon years of service, whichever is greater. In addition, pension benefits for most non-represented employees under these plans are based upon a percent of total career pensionable earnings. Effective December 31, 2015, non-represented participants in the defined benefit plan no longer accrue additional benefits under the plan. For those non-represented employees without defined benefit coverage (defined benefit pension plan was closed to new participants in 2003) and those for which the defined benefit plan was frozen, the Company also provides in the defined contribution plans (401(k) plans) a retirement account benefit based on salary and attained age. Most non-represented employees also participate in the 401(k) plans whereby the Company matches a certain percentage of salary based on the amount contributed by the participant. At December 31, 2020, more than two-thirds of U. S. Steel’s represented employees in the United States are covered by the Steelworkers Pension Trust (SPT), a multi-employer pension plan, to which U. S. Steel contributes on the basis of a fixed dollar amount for each hour worked.
In February of 2020, U. S. Steel acquired the remaining 50% ownership of its joint venture with USS/POSCO Industries (UPI) and its associated benefit plans. Upon acquisition, UPI defined benefit pension and other benefit liability was estimated on a net basis at $8 million and $55 million, respectively.
On November 13, 2018, the USW ratified successor four year Collective Bargaining Agreements with U. S. Steel and its U. S. Steel Tubular Products, Inc. subsidiary (the 2018 Labor Agreements). The 2018 Labor Agreements were effective as of September 1, 2018 and expire on September 1, 2022. As a result of the 2018 Labor Agreements, the defined benefit pension liability increased $26 million after considering higher wages on final average pay formulas and higher flat rate minimum multipliers.
U. S. Steel’s defined benefit retiree health care and life insurance plans (Other Benefits) cover the majority of its represented employees in the United States upon their retirement. Health care benefits are provided for Medicare and pre-Medicare retirees, with Medicare retirees largely enrolled in Medicare Advantage Plans. Both are subject to various cost sharing features, and in most cases domestically, an employer cap on total costs. The Other Benefits plan was closed to represented employees hired or rehired under certain conditions on or after January 1, 2016.
Per an amendment effective June 30, 2014 to the retiree medical and retiree life insurance plan, benefits for non-represented employees who retired after December 31, 2017 were eliminated.
The majority of U. S. Steel’s European employees are covered by government-sponsored programs into which U. S. Steel makes required contributions. Also, U. S. Steel sponsors defined benefit plans for most European employees covering benefit payments due to employees upon their retirement, some of which are government mandated. These same employees receive service awards throughout their careers based on stipulated service and, in some cases, age and service.
U. S. Steel uses a December 31 measurement date for its plans and may have an interim measurement date if significant events occur. Details relating to pension benefits and Other Benefits are below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
(In millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Change in benefit obligations
|
|
|
|
|
|
|
|
|
Benefit obligations at January 1
|
|
$
|
5,822
|
|
|
$
|
5,626
|
|
|
$
|
1,876
|
|
|
$
|
2,121
|
|
Service cost
|
|
51
|
|
|
44
|
|
|
12
|
|
|
13
|
|
Interest cost
|
|
193
|
|
|
237
|
|
|
63
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
UPI acquisition
|
|
246
|
|
|
—
|
|
|
56
|
|
|
—
|
|
Actuarial losses (gains)
|
|
400
|
|
|
416
|
|
|
(23)
|
|
|
(195)
|
|
Exchange rate loss
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Settlements, curtailments and termination benefits
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
Benefits paid
|
|
(533)
|
|
|
(502)
|
|
|
(147)
|
|
|
(154)
|
|
Benefit obligations at December 31
|
|
$
|
6,186
|
|
|
$
|
5,822
|
|
|
$
|
1,841
|
|
|
$
|
1,876
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
Fair value of plan at January 1
|
|
$
|
5,406
|
|
|
$
|
4,960
|
|
|
$
|
2,025
|
|
|
$
|
1,860
|
|
Actual return on plan assets
|
|
922
|
|
|
948
|
|
|
219
|
|
|
274
|
|
UPI acquisition
|
|
238
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Asset reversion
|
|
—
|
|
|
—
|
|
|
(38)
|
|
|
—
|
|
Employer contributions
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Benefits paid from plan assets
|
|
(531)
|
|
|
(502)
|
|
|
(97)
|
|
|
(109)
|
|
Fair value of plan assets at December 31
|
|
$
|
6,035
|
|
|
$
|
5,406
|
|
|
$
|
2,111
|
|
|
$
|
2,025
|
|
Funded status of plans at December 31
|
|
(151)
|
|
|
(416)
|
|
|
270
|
|
|
149
|
|
For Pension Benefits, the largest contributor to the actuarial loss in 2020 was the decrease in the discount rate from 3.35% at December 31, 2019 to 2.72% at December 31, 2020. In 2019, the largest contributor of actuarial loss was the decrease in the discount rate from 4.41% at December 31, 2018 to 3.35% at December 31, 2019. This loss was partially offset by a change in mortality assumptions.
For Other Benefits, the largest contributor to the actuarial gain in 2020 was attributable to reductions in future health care costs. The gain was partially offset by a decrease in the discount rate from 3.43% at December 31, 2019 to 2.80% at December 31, 2020. In 2019, the largest contributor of actuarial gain was attributable to reductions in future health care costs and assumptions on future participant enrollment in the plan. The gain was partially offset by a decrease in the discount rate from 4.47% at December 31, 2018 to 3.43% at December 31, 2019.
Amounts recognized in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
(In millions)
|
|
12/31/2019
|
|
Amortization
|
|
Activity
|
|
12/31/2020
|
Pensions
|
|
|
|
|
Prior Service Cost
|
|
$
|
16
|
|
|
$
|
(2)
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Actuarial Losses
|
|
2,101
|
|
|
(147)
|
|
|
(190)
|
|
|
1,764
|
|
Other Benefits
|
|
|
|
|
|
|
|
|
Prior Service Credit
|
|
(109)
|
|
|
6
|
|
|
—
|
|
|
(103)
|
|
Actuarial Gains
|
|
(411)
|
|
|
16
|
|
|
(161)
|
|
|
(556)
|
|
As of December 31, 2020 and 2019, the following amounts were recognized in the Consolidated Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
(In millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Noncurrent assets (a)
|
|
12
|
|
|
—
|
|
|
326
|
|
|
158
|
|
Current liabilities
|
|
(9)
|
|
|
(3)
|
|
|
(4)
|
|
|
(1)
|
|
Noncurrent liabilities
|
|
(154)
|
|
|
(413)
|
|
|
(52)
|
|
|
(8)
|
|
Accumulated other comprehensive loss (b)
|
|
1,778
|
|
|
2,117
|
|
|
(659)
|
|
|
(520)
|
|
Net amount recognized
|
|
$
|
1,627
|
|
|
$
|
1,701
|
|
|
$
|
(389)
|
|
|
$
|
(371)
|
|
(a) Included in noncurrent assets for Other Benefits are $45 million of expected retiree medical and life insurance payments for the next twelve months.
(b) Accumulated other comprehensive loss effects associated with accounting for pensions and other benefits in accordance with ASC Topic 715 at December 31, 2020 and December 31, 2019, respectively, are reflected net of tax of $678 million and $800 million respectively, on the Consolidated Statements of Stockholders’ Equity.
The Accumulated Benefit Obligation (ABO) for all defined benefit pension plans was $5,979 million and $5,636 million at December 31, 2020 and 2019, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
|
2020
|
|
2019
|
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
Aggregate accumulated benefit obligations (ABO)
|
|
$
|
(5,979)
|
|
|
$
|
(5,636)
|
|
Aggregate projected benefit obligations (PBO)
|
|
(6,186)
|
|
|
(5,822)
|
|
Aggregate fair value of plan assets
|
|
6,035
|
|
|
5,406
|
|
The aggregate PBO in excess of plan assets reflected above is included in the payroll and benefits payable and employee benefits lines on the Consolidated Balance Sheet.
Following are the details of net periodic benefit costs related to Pension and Other Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
(In millions)
|
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$
|
51
|
|
|
$
|
44
|
|
|
$
|
49
|
|
|
$
|
12
|
|
|
$
|
13
|
|
|
$
|
17
|
|
Interest cost
|
|
193
|
|
|
237
|
|
|
233
|
|
|
63
|
|
|
91
|
|
|
92
|
|
Expected return on plan assets
|
|
(333)
|
|
|
(324)
|
|
|
(361)
|
|
|
(80)
|
|
|
(79)
|
|
|
(82)
|
|
Amortization - prior service costs (credits)
|
|
2
|
|
|
2
|
|
|
—
|
|
|
(6)
|
|
|
29
|
|
|
29
|
|
- actuarial losses (gains)
|
|
145
|
|
|
132
|
|
|
152
|
|
|
(16)
|
|
|
3
|
|
|
4
|
|
Net periodic benefit cost, excluding below
|
|
58
|
|
|
91
|
|
|
73
|
|
|
(27)
|
|
|
57
|
|
|
60
|
|
Multiemployer plans (a)
|
|
76
|
|
|
77
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Settlement, termination and curtailment losses
|
|
11
|
|
|
11
|
|
|
10
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Net periodic benefit cost
|
|
$
|
145
|
|
|
$
|
179
|
|
|
$
|
143
|
|
|
$
|
(23)
|
|
|
$
|
57
|
|
|
$
|
60
|
|
(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.
Net periodic benefit cost for pensions and Other Benefits is projected to be approximately $87 million and approximately $(72) million, respectively, in 2021. The pension cost projection includes approximately $73 million of contributions to the SPT.
Weighted average assumptions used to determine the benefit obligation at December 31 and net periodic benefit cost for the year ended December 31 are detailed below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
|
2020
|
2019
|
|
2020
|
2019
|
|
|
U.S. and Europe
|
|
U.S. and Europe
|
|
U.S.
|
|
U.S.
|
Actuarial assumptions used to determine benefit obligations at December 31:
|
|
|
|
|
|
|
|
|
Discount rate
|
|
2.72
|
%
|
|
3.35
|
%
|
|
2.80
|
%
|
|
3.43
|
%
|
Increase in compensation rate
|
|
2.62
|
%
|
|
2.60
|
%
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
|
|
2020
|
2019
|
|
2018
|
|
2020
|
2019
|
2018
|
|
|
U.S. and Europe
|
|
U.S. and Europe
|
|
U.S. and Europe
|
|
U.S.
|
|
U.S.
|
|
U.S.
|
Actuarial assumptions used to determine net periodic benefit cost for the year ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
3.35
|
%
|
|
4.41
|
%
|
|
4.00
|
%
|
|
3.42
|
%
|
|
4.47
|
%
|
|
4.03
|
%
|
Expected annual return on plan assets
|
|
6.47
|
%
|
|
6.50
|
%
|
|
6.85
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
Increase in compensation rate
|
|
2.62
|
%
|
|
2.60
|
%
|
|
2.60
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
The discount rate reflects the current rate at which the pension and Other Benefit liabilities could be effectively settled at the measurement date. In 2017, we refined our discount rate determination process for our U.S. plans by using a bond matching approach to select specific bonds that would satisfy our projected benefit payments. We believe the bond matching approach more closely reflects the process we would employ to settle our pension and other benefits obligations. For our European pension plan, the discount rate is determined using the iboxx Euro indices based on duration. The discount rate assumptions are updated annually.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
Assumed health care cost trend rates at December 31:
|
|
U.S.
|
|
U.S.
|
Health care cost trend rate assumed for next year
|
|
6.50%
|
|
6.50%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
4.50%
|
|
4.50%
|
Year that the rate reaches the ultimate trend rate
|
|
2029
|
|
2028
|
U. S. Steel reviews its actual historical rate experience and expectations of future health care cost trends to determine the escalation of per capita health care costs under U. S. Steel’s benefit plans. About three quarters of our costs for the domestic USW participants’ retiree health benefits in the Company’s main domestic benefit plan are limited to a per capita dollar maximum calculation based on 2006 base year actual costs incurred under the main U. S. Steel benefit plan for USW participants (cost cap). The full effect of the cost cap is expected to be realized around 2028. After 2028, the Company’s costs for a majority of USW retirees and their dependents are expected to remain fixed and as a result, the cost impact of health care escalation for the Company is projected to be limited for this group.
Plan Assets
ASC Topic 820 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Plan's investments, and requires additional disclosure about fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy are summarized below:
•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:
◦Quoted prices for similar assets or liabilities in active markets;
◦Quoted prices for identical or similar assets or liabilities in inactive markets;
◦Inputs other than quoted prices that are observable for the asset or liability;
◦Inputs that are derived principally from or corroborated by observable market data by correlation or other means
If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
•Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
U. S. Steel’s Pension plan and Other Benefits plan assets are classified as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Short-term Investments
|
|
Corporate Bonds - U.S. & Non U.S.
|
|
Timberlands
|
Equity Securities - U.S. & International
|
|
Government Bonds - U.S. & Non U.S.
|
|
Real Estate
|
|
|
Mortgage and asset-backed securities
|
|
Mineral Interests and Other Alternatives
|
|
|
|
|
|
An instrument’s level is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The following is a
description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2020 and 2019.
Short-term investments are valued at amortized cost which approximates fair value due to the short-term maturity of the instruments. Equity securities - U.S. & International are valued at the closing price reported on the active exchange on which the individual securities are traded. U.S. and Non U.S. government bonds are valued using pricing models maximizing the use of observable inputs for similar securities. Corporate U.S. & Non U.S. bonds are also valued using pricing models maximizing the use of observable inputs for similar securities, which includes basing value on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar bonds, the bond is valued under a discounted cash flow approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks. Mortgage and asset-backed securities are valued using quotes from a broker dealer. Private equities and real estate are valued using information provided by external managers for each individual investment held in the fund or using NAV (net asset value) as a practical expedient. Timberland investments are valued at their appraised value. Mineral Interests and other alternatives are valued at the present value of estimated future cash flows discounted at estimated market rates for assets of similar quality and duration.
The fair value of U. S. Steel's pension plan assets by asset category at December 31 were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
measured at NAV (a)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
measured at NAV (a)
|
|
Total
|
Asset Category
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. companies
|
|
$
|
306
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
306
|
|
|
$
|
123
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
123
|
|
International companies
|
|
177
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
177
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
Total equity
|
|
483
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
483
|
|
|
130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
Fixed Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds - U.S.
|
|
—
|
|
|
1,514
|
|
|
—
|
|
|
—
|
|
|
1,514
|
|
|
—
|
|
|
1,004
|
|
|
—
|
|
|
—
|
|
|
1,004
|
|
Corporate Bonds - Non-U.S.
|
|
—
|
|
|
252
|
|
|
—
|
|
|
—
|
|
|
252
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|
160
|
|
U.S. government and agencies
|
|
—
|
|
|
202
|
|
|
—
|
|
|
—
|
|
|
202
|
|
|
—
|
|
|
771
|
|
|
—
|
|
|
—
|
|
|
771
|
|
Non-U.S. government
|
|
—
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
Mortgage and asset-backed securities
|
|
—
|
|
|
213
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|
—
|
|
|
265
|
|
|
—
|
|
|
—
|
|
|
265
|
|
Total fixed income
|
|
—
|
|
|
2,278
|
|
|
—
|
|
|
—
|
|
|
2,278
|
|
|
—
|
|
|
2,277
|
|
|
—
|
|
|
—
|
|
|
2,277
|
|
Alternatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timberlands
|
|
—
|
|
|
—
|
|
|
269
|
|
|
—
|
|
|
269
|
|
|
—
|
|
|
—
|
|
|
283
|
|
|
—
|
|
|
283
|
|
Mineral Interests and other alternatives
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Private equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|
231
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
238
|
|
|
238
|
|
Real estate
|
|
—
|
|
|
—
|
|
|
36
|
|
|
205
|
|
|
241
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
240
|
|
|
272
|
|
Total alternatives
|
|
—
|
|
|
—
|
|
|
324
|
|
|
436
|
|
|
760
|
|
|
—
|
|
—
|
|
—
|
|
|
317
|
|
|
478
|
|
|
795
|
|
Commingled Funds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,289
|
|
|
2,289
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,170
|
|
|
2,170
|
|
Short-Term Investments
|
|
173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other (b)
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
Total assets at fair value
|
|
$
|
708
|
|
|
$
|
2,278
|
|
|
$
|
324
|
|
|
$
|
2,725
|
|
|
$
|
6,035
|
|
|
$
|
164
|
|
|
$
|
2,277
|
|
|
$
|
317
|
|
|
$
|
2,648
|
|
|
$
|
5,406
|
|
(a)In accordance with ASC Topic 820, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.
(b)Includes cash, accrued income, and miscellaneous payables.
The following table sets forth a summary of changes in the fair value of U. S. Steel’s Pension plan Level 3 assets for the years ended December 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 assets only
|
(In millions)
|
|
2020
|
|
2019
|
Balance at beginning of period
|
|
$
|
317
|
|
|
$
|
331
|
|
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
Actual return on plan assets:
|
|
|
|
|
Realized gain
|
|
2
|
|
|
8
|
|
Net unrealized loss
|
|
(9)
|
|
|
(21)
|
|
Purchases, sales, issuances and settlements:
|
|
|
|
|
Purchases
|
|
17
|
|
|
1
|
|
Sales
|
|
(3)
|
|
|
(2)
|
|
Balance at end of period
|
|
$
|
324
|
|
|
$
|
317
|
|
The fair value of U. S. Steel's Other Benefits plan assets by asset category at December 31 were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
measured at NAV (a)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
measured at NAV (a)
|
|
Total
|
Asset Category
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. companies
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30
|
|
International companies
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
Total equity
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
Fixed Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds - U.S.
|
|
—
|
|
|
1,121
|
|
|
—
|
|
|
—
|
|
|
1,121
|
|
|
—
|
|
|
1,132
|
|
|
—
|
|
|
—
|
|
|
1,132
|
|
Corporate Bonds - Non-U.S.
|
|
—
|
|
|
231
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|
—
|
|
|
287
|
|
|
—
|
|
|
—
|
|
|
287
|
|
U.S. government and agencies
|
|
—
|
|
|
365
|
|
|
—
|
|
|
—
|
|
|
365
|
|
|
—
|
|
|
329
|
|
|
—
|
|
|
—
|
|
|
329
|
|
Non-U.S. government
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
Mortgage and asset-backed securities
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
Total fixed income
|
|
—
|
|
|
1,757
|
|
|
—
|
|
|
—
|
|
|
1,757
|
|
|
—
|
|
|
1,799
|
|
|
—
|
|
|
—
|
|
|
1,799
|
|
Alternatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timberlands
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|
54
|
|
Real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
32
|
|
Total alternatives
|
|
—
|
|
|
—
|
|
|
35
|
|
|
77
|
|
|
112
|
|
|
—
|
|
—
|
|
—
|
|
|
35
|
|
|
86
|
|
|
121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Investments
|
|
102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
Other (b)
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
Total assets at fair value
|
|
$
|
242
|
|
|
$
|
1,757
|
|
|
$
|
35
|
|
|
$
|
77
|
|
|
$
|
2,111
|
|
|
$
|
105
|
|
|
$
|
1,799
|
|
|
$
|
35
|
|
|
$
|
86
|
|
|
$
|
2,025
|
|
(a)In accordance with ASC Topic 820, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.
(b)Includes cash, accrued income, and miscellaneous payables.
The following table sets forth a summary of changes in the fair value of U. S. Steel’s Other Benefits plan Level 3 assets for the years ended December 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 assets only
|
(In millions)
|
|
2020
|
|
2019
|
Balance at beginning of period
|
|
$
|
35
|
|
|
$
|
35
|
|
Transfers in and/or out of Level 3
|
|
—
|
|
|
—
|
|
Actual return on plan assets:
|
|
|
|
|
Realized gain
|
|
—
|
|
|
—
|
|
Net unrealized loss
|
|
—
|
|
|
—
|
|
Purchases, sales, issuances and settlements:
|
|
|
|
|
Purchases
|
|
2
|
|
|
—
|
|
Sales
|
|
(2)
|
|
|
—
|
|
Balance at end of period
|
|
$
|
35
|
|
|
$
|
35
|
|
U. S. Steel’s investment strategy for its U.S. pension and Other Benefits plan assets provides for a diversified mix of high quality bonds, public equities and selected smaller investments in private equities, private credit, timber and mineral interests. For its U.S. pension, U. S. Steel has a target allocation for plan assets of 45 percent in corporate bonds, government bonds and mortgage and asset-backed securities. The balance is invested in equity securities, timber, private equity and real estate partnerships. U. S. Steel believes that returns on equities over the long term will be higher than returns from fixed-income securities as actual historical returns from U. S. Steel’s trusts have shown. Returns on bonds tend to offset some of the short-term volatility of stocks. Both equity and fixed-income investments are made across a broad range of industries and companies (both domestic and foreign) to provide protection against the impact of volatility in any single industry as well as company specific developments. U. S. Steel will use a 6.90 percent assumed rate of return on assets for the development of net periodic cost for the main defined benefit pension plan in 2021. The 2021 assumed rate of return was updated after a review of forecasted returns based on target allocations and an assessment of alpha returns. As a result, the expected asset return for 2021 was increased to 6.90 percent from the rate of return used for 2020 domestic net periodic benefit cost of 6.50 percent. Actual returns since the inception of the plan have exceeded this 6.90 percent rate and while recent annual returns have been volatile, it is U. S. Steel’s expectation that rates will achieve this level in future periods.
The UPI investment strategy for its pension plan is to minimize the volatility of the value of pension assets relative to obligations and to ensure assets are sufficient to pay plan benefits. To achieve this strategy, UPI has a liability driven allocation of 60 percent in fixed income with the balance primarily invested in return seeking U.S. and global equity. UPI will use a 5.35 percent assumed rate of return on assets for the development of net periodic cost for the UPI defined benefit pension plan in 2021. The 2021 assumed rate of return was updated after a review of forecasted returns based on updated 2020 target allocations. As a result, the expected asset return for 2021 was lowered to 5.35 percent from the rate of return used for 2020 of 5.75 percent.
For its Other Benefits plan, U. S. Steel is employing a liability driven investment strategy. The plan assets are allocated to match the plan cash flows with maturing investments. To achieve this strategy, U. S. Steel has a target allocation for plan assets of 90 percent in high quality bonds. The balance is primarily invested in equity securities, timber, private equity, private credit and real estate partnerships. U. S. Steel will use a 4.25 percent assumed rate of return on assets for the development of net periodic cost for its Other Benefit plans for 2021. The 2021 assumed rate of return is consistent with the rate of return used for 2020 and has been set taking into account the intended asset mix.
Steelworkers Pension Trust
For most bargaining unit employees participating in the SPT, U. S. Steel contributes to the SPT a fixed dollar amount for each hour worked of $3.35 through December 31, 2020. SPT contributions per hour worked increase to $3.50 effective January 1, 2021. U. S. Steel’s contributions to the SPT represented greater than 5% of the total combined contributions of all employers participating in the plan for the years ended December 31, 2020, 2019 and 2018.
Participation in a multi-employer pension plan agreed to under the terms of a collective bargaining agreement differ from a traditional qualified single employer defined benefit pension plan. The SPT shares risks associated with the plan in the following respects:
a. Contributions to the SPT by U. S. Steel may be used to provide benefits to employees of other participating employers;
b. If a participating employer stops contributing to the SPT, the unfunded obligations of the plan may be borne by the remaining participating employers;
c. If U. S. Steel chooses to stop participating in the SPT, U. S. Steel may be required to pay an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
On March 21, 2011 the Board of Trustees of the SPT elected funding relief which has the effect of decreasing the amount of required minimum contributions in near-term years, but will increase the minimum funding requirements during later plan years. As a result of the election of funding relief, the SPT’s zone funding under the Pension Protection Act may be impacted.
In addition to the funding relief election, the Board of Trustees also elected a special amortization rule, which allows the SPT to separately amortize investment losses incurred during the SPT’s December 31, 2008 plan year-end over a 29 year period, whereas they were previously required to be amortized over a 15 year period.
U. S. Steel’s participation in the SPT for the annual periods ended December 31, 2020, 2019 and 2018 is outlined in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer
Identification
Number/
Pension Plan
Number
|
Pension
Protection
Act Zone
Status as of
December 31 (a)
|
FIP/RP Status
Pending/Implemented(b)
|
U.S. Steel
Contributions
(in millions)
|
Surcharge
Imposed(c)
|
Expiration Date
of Collective
Bargaining
Agreement
|
Pension Fund
|
2020
|
2019
|
2020
|
2019
|
2018
|
2020
|
2019
|
Steelworkers Pension Trust
|
23-6648508/499
|
Green
|
Green
|
No
|
$
|
76
|
|
$
|
77
|
|
$
|
60
|
|
No
|
No
|
September 1, 2022
|
(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.
Cash Flows
The following information is in addition to the contributions to the SPT noted in the table above.
Employer Contributions – U. S. Steel did not make any voluntary or mandatory contributions to the U. S. Steel Retirement Plan Trust in 2020 or 2019. The U. S. Steel Retirement Plan Trust is the funding vehicle for the Company's main defined benefit pension plan.
For pension plans not funded by trusts, U. S. Steel made $7 million, $8 million and $20 million of pension payments not funded by trusts in 2020, 2019 and 2018, respectively.
Cash payments totaling $46 million, $45 million and $48 million were made for other post-employment benefit payments not funded by trusts in 2020, 2019 and 2018, respectively. In 2020, 2019 and 2018, U. S. Steel continued to use assets from our VEBA trust for represented retiree health care and life insurance benefits to pay USW post-employment benefit claims.
Estimated Future Benefit Payments – The following benefit payments, which reflect expected future service as appropriate, are expected to be paid from U. S. Steel’s defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
Pension
Benefits
|
|
Other
Benefits
|
2021
|
|
$
|
499
|
|
|
$
|
147
|
|
2022
|
|
459
|
|
|
146
|
|
2023
|
|
435
|
|
|
143
|
|
2024
|
|
421
|
|
|
141
|
|
2025
|
|
409
|
|
|
138
|
|
Years 2026 - 2028
|
|
1,867
|
|
|
604
|
|
Defined contribution plans
U. S. Steel also contributes to several defined contribution plans for its salaried employees. Effective January 1, 2016, all non-represented salaried employees in North America receive pension benefits in the form of a separate retirement account through a defined contribution plan with contribution percentages based upon age, for which company contributions totaled $10 million, $23 million and $23 million in 2020, 2019 and 2018, respectively. U. S. Steel’s matching contributions to salaried employees’ defined contribution plans, which are 100 percent of the employees’ contributions up to six percent of their eligible salary, totaled $8 million, $18 million and $17 million in 2020, 2019 and 2018, respectively. U. S. Steel also maintains non-qualified defined contribution plans to provide benefits which are otherwise limited by the Internal Revenue Code for qualified plans. U. S. Steel’s contributions under these defined contribution plans totaled $1 million, $1 million, and $4 million in 2020, 2019 and 2018, respectively.
Most represented employees are eligible to participate in a defined contribution plan where there is no company match on savings except for certain Tubular hourly employees. Effective with the 2015 Labor Agreement, represented hires on or after January 1, 2016 are eligible for a $0.50 per hour savings account contribution. As a result of the 2018 Labor Agreements, the savings account contribution for each hour worked will increase to $0.55 effective January 1, 2019, $0.60 effective January 1, 2020, and $0.65 effective January 1, 2021. These Company contributions for represented employees totaled $4 million, $3 million and $2 million in 2020, 2019 and 2018, respectively.
Other post-employment benefits
The Company provides benefits to former or inactive employees after employment but before retirement. Certain benefits including workers’ compensation and black lung benefits represent material obligations to the Company and under the
guidance for nonretirement post-employment benefits, have historically been treated as accrued benefit obligations. Liabilities for these benefits recorded at December 31, 2020, totaled $115 million as compared to $111 million at December 31, 2019. Liability amounts were developed assuming a discount rate of 2.54% and 3.40% at December 31, 2020 and 2019. Net periodic benefit cost for these benefits is projected to be $16 million in 2021 compared to $20 million in 2020 and $21 million in 2019.
Pension Funding
In November 2015, pension stabilization legislation further extended a revised interest rate formula to be used to measure defined benefit pension obligations for calculating minimum annual contributions. The new interest rate formula results in higher interest rates for minimum funding calculations as compared to prior law over the next few years, which will improve the funded status of our main defined benefit pension plan and reduce minimum required contributions.
U. S. Steel will monitor the funded status of the plan to determine when voluntary contributions may be prudent in order to mitigate potentially larger mandatory contributions in later years.
19. Asset Retirement Obligations
U. S. Steel’s asset retirement obligations (AROs) primarily relate to mine, landfill closure and post-closure costs. The following table reflects changes in the carrying values of AROs for the years ended December 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(In millions)
|
|
2020
|
|
2019
|
Balance at beginning of year
|
|
$
|
58
|
|
|
$
|
60
|
|
Additional obligations incurred
|
|
5
|
|
|
4
|
|
Obligations settled
|
|
(7)
|
|
|
(9)
|
|
Foreign currency translation effects
|
|
1
|
|
|
—
|
|
Accretion expense
|
|
3
|
|
|
3
|
|
Balance at end of period
|
|
$
|
60
|
|
|
$
|
58
|
|
Certain AROs related to disposal costs of the majority of fixed assets at our integrated steel facilities have not been recorded because they have an indeterminate settlement date. These AROs will be initially recognized in the period in which sufficient information exists to estimate their fair value.
20. Fair Value of Financial Instruments
The carrying value of cash and cash equivalents, current accounts and notes receivable, accounts payable, bank checks outstanding, and accrued interest included in the Consolidated Balance Sheet approximate fair value. See Note 16 for disclosure of U. S. Steel’s derivative instruments, which are accounted for at fair value on a recurring basis.
Big River Steel
On October 31, 2019, a wholly owned subsidiary of U. S. Steel purchased a 49.9% ownership interest in Big River Steel. The transaction included a call option (U. S. Steel Call Option) to acquire the remaining 50.1% within the next four years at an agreed-upon price formula.
The investment purchase also included options where the other Big River Steel equity owners could have required U. S. Steel to purchase their 50.1% ownership interest (Class B Common Put Option) or could have required U. S. Steel to sell its ownership interest (Class B Common Call Option) after the U. S. Steel Call Option expired. On December 8, 2020, U. S. Steel announced that it exercised the U. S. Steel Call Option to acquire the remaining equity of Big River Steel. The purchase of the remaining interest in Big River Steel closed on January 15, 2021 for approximately $723 million in cash and the assumption of liabilities of approximately $50 million.
Prior to exercise of the U. S. Steel Call Option, the options were marked to fair value each period using a Monte Carlo simulation which is considered a Level 3 valuation technique. Level 3 valuation techniques include inputs to the valuation methodology that are considered unobservable and significant to the fair value measurement. The simulation relied on assumptions that included Big River Steel's equity value, volatility, the risk free interest rate and U. S. Steel's credit spread. A significant factor in determining equity value was the discounted forecasted cash flows of Big River Steel. Forecasted cash flows are primarily impacted by the forecasted market price of steel and metallic inputs as well as the expected timing of significant capital expenditures. An updated forecast indicated an increase in the equity value which led to a favorable mark-to-market adjustment impact during 2020.
When the U. S. Steel Call Option was exercised on December 8, 2020, the options were legally extinguished and U. S. Steel recorded a contingent forward for the unsettled commitment to purchase the remaining interest in Big River
Steel. As this is a contingent forward contract to purchase a business, it is no longer considered a derivative subject to ASC 815, Derivative Instruments and Hedging Activities, and is not subject to subsequent fair value adjustments. The value of the contingent forward asset of $11 million was determined by subtracting the fixed U. S. Steel Call Option strike price from the estimated equity value of the 50.1% interest in Big River Steel as of December 8, 2020. The fair value of the remaining equity in Big River Steel was calculated using a financial model which is considered a Level 3 valuation technique. A significant factor in determining equity value was the discounted forecasted cash flows of Big River Steel. Forecasted cash flows are primarily impacted by the forecasted market price of steel and metallic inputs. The model utilized a weighted average of the income and market approach. The significant inputs under the income approach were the updated forecast, weighted average cost of capital of 11.0% and long-term revenue growth rate of 2.0%. The market approach was primarily impacted by the EBITDA multiple of 8.5.
The following table shows the change in fair value by option from the investment purchase date of October 31, 2019 through December 31, 2019 that resulted in a $7 million loss. During the year-ended December 31, 2020, the value of these options were adjusted for fair value changes and then removed and the contingent forward asset discussed above was recorded resulting in a gain that totaled $39 million. The loss and gain amounts were recorded in Other Financial Costs on the Consolidated Statement of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
Balance Sheet Location
|
|
Fair Value asset/(liability at Purchase Date (a)
|
|
Fair Value
Mark to Market
gain/(loss)
|
Fair Value asset/(liability) December 31, 2019
|
|
Fair Value
Mark to Market
gain/(loss)
|
|
Fair Value asset/(liability)
at December 31, 2020
|
U. S. Steel Call Option
|
|
Investments and Long-Term Receivables
|
|
$
|
162
|
|
|
$
|
4
|
|
$
|
166
|
|
|
$
|
(166)
|
|
|
$
|
—
|
|
Class B Common
Put Option
|
|
Deferred credits and other noncurrent liabilities
|
|
$
|
(181)
|
|
|
$
|
(11)
|
|
$
|
(192)
|
|
|
$
|
192
|
|
|
$
|
—
|
|
Class B Common
Call Option
|
|
Deferred credits and other noncurrent liabilities
|
|
$
|
(2)
|
|
|
$
|
—
|
|
$
|
(2)
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Contingent forward asset
|
|
Investments and Long-Term Receivables
|
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
11
|
|
Net Mark to Market Impact
|
|
|
|
|
|
$
|
(7)
|
|
|
|
$
|
39
|
|
|
|
(a)On October 31, 2019 a wholly owned subsidiary of U. S. Steel purchased a 49.9% ownership interest in Big River Steel.
Stelco Option for Minntac Mine Interest
On April 30, 2020, the Company entered into an Option Agreement with Stelco, Inc. (Stelco), that grants Stelco the option to purchase a 25 percent interest (the Option Interest) in a to-be-formed entity (the Joint Venture) that will own the Company’s current iron ore mine located in Mt. Iron, Minnesota (the Minntac Mine). As consideration for the option, Stelco paid the Company an aggregate amount of $100 million in five $20 million installments during the year-ended December 31, 2020 which are recorded net of transaction costs in the Consolidated Balance Sheet. In the event Stelco exercises the option, Stelco will contribute an additional $500 million to the Joint Venture, which amount shall be remitted solely to U. S. Steel in the form of a one-time special distribution, and the parties will engage in good faith negotiations to finalize the master agreement (pursuant to which Stelco will acquire the Option Interest) and the limited liability company agreement of the Joint Venture.
The following table summarizes U. S. Steel’s financial assets and liabilities that were not carried at fair value at December 31, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
(In millions)
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
Short-term and long-term debt (a)
|
|
$
|
5,323
|
|
|
$
|
4,806
|
|
|
$
|
3,576
|
|
|
$
|
3,575
|
|
(a)Excludes finance lease obligations.
The fair value of long-term debt 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.
Fair value of the financial assets and liabilities disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement.
Financial guarantees are U. S. Steel’s only unrecognized financial instrument. For details relating to financial guarantees see Note 26.
21. Reclassifications from Accumulated Other Comprehensive Income (AOCI)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
Pension and
Other Benefit
Items
|
|
Foreign
Currency
Items
|
|
Unrealized Gain (Loss) on Derivatives
|
|
Total
|
Balance at December 31, 2018
|
|
$
|
(1,416)
|
|
|
$
|
403
|
|
|
$
|
(13)
|
|
|
$
|
(1,026)
|
|
Other comprehensive income (loss) before reclassifications
|
|
446
|
|
|
(22)
|
|
|
(19)
|
|
|
405
|
|
Amounts reclassified from AOCI (a)
|
|
127
|
|
|
—
|
|
|
16
|
|
|
143
|
|
Net current-period other comprehensive income (loss)
|
|
573
|
|
|
(22)
|
|
|
(3)
|
|
|
548
|
|
Balance at December 31, 2019
|
|
$
|
(843)
|
|
|
$
|
381
|
|
|
$
|
(16)
|
|
|
$
|
(478)
|
|
Other comprehensive income (loss) before reclassifications
|
|
271
|
|
|
68
|
|
|
(49)
|
|
|
290
|
|
Amounts reclassified from AOCI (a)
|
|
114
|
|
|
—
|
|
|
27
|
|
|
141
|
|
Net current-period other comprehensive income (loss)
|
|
385
|
|
|
68
|
|
|
(22)
|
|
|
431
|
|
Balance at December 31, 2020
|
|
$
|
(458)
|
|
|
$
|
449
|
|
|
$
|
(38)
|
|
|
$
|
(47)
|
|
(a)See table below for further details.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) (a)
|
|
Amount reclassified from AOCI
|
Details about AOCI components
|
|
2020
|
|
2019
|
|
2018
|
Amortization of pension and other benefit items
|
|
|
|
|
|
|
Prior service costs (a)
|
|
$
|
(4)
|
|
|
$
|
31
|
|
|
$
|
29
|
|
Actuarial losses (a)
|
|
129
|
|
|
135
|
|
|
156
|
|
Settlements, termination and curtailment gains (a)
|
|
2
|
|
|
3
|
|
|
10
|
|
UPI purchase accounting adjustment
|
|
23
|
|
|
—
|
|
|
—
|
|
Total pensions and other benefits items
|
|
150
|
|
|
169
|
|
|
195
|
|
Derivative reclassifications to Consolidated Statements of Operations
|
|
32
|
|
|
22
|
|
|
(19)
|
|
Total before tax
|
|
182
|
|
|
191
|
|
|
176
|
|
Tax provision
|
|
(41)
|
|
|
(48)
|
|
|
(42)
|
|
Net of tax
|
|
$
|
141
|
|
|
$
|
143
|
|
|
$
|
134
|
|
(a)These AOCI components are included in the computation of net periodic benefit cost (see Note 18 for additional details).
22. Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
|
2020
|
|
2019
|
|
2018
|
Net cash (used in) provided by operating activities included:
|
|
|
|
|
|
|
Interest and other financial costs paid (net of amount capitalized)
|
|
$
|
(248)
|
|
|
$
|
(151)
|
|
|
$
|
(207)
|
|
Income taxes refunded (paid)
|
|
$
|
45
|
|
|
$
|
38
|
|
|
$
|
(39)
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
Change in accrued capital expenditures
|
|
$
|
(121)
|
|
|
$
|
(70)
|
|
|
$
|
135
|
|
U. S. Steel common stock issued for employee/non-employee director stock plans
|
|
$
|
19
|
|
|
$
|
19
|
|
|
$
|
21
|
|
Capital expenditures funded by finance lease borrowings
|
|
$
|
31
|
|
|
$
|
46
|
|
|
$
|
—
|
|
Export Credit Agreement (ECA) financing
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Big River Steel put and call options (a)
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
(a)The Big River Steel put and call options amount represents the excess of the Class B Common Put Option and the Class B Common Call Option liabilities over the U. S. Steel Call Option asset from U. S. Steel's acquisition of its 49.9% ownership interest in Big River Steel on October 31, 2019. See Note 20 for further details.
23. Transactions with Related Parties
Related party sales and service transactions are primarily related to equity investees and were $976 million, $1,431 million and $1,420 million in 2020, 2019 and 2018, respectively. The transaction to purchase UPI included the assumption of $135 million of accounts payable owed to U. S. Steel for prior sales of steel substrate to UPI. This amount is reflected as a reduction in receivables from related parties on the Company's Consolidated Balance Sheet as both the corresponding receivable and payable amounts between U. S. Steel and UPI were eliminated in consolidation upon acquisition. See Note 5 for further details.
Purchases from related parties for steel substrate and outside processing services provided by equity investees amounted to $90 million, $31 million and $29 million during 2020, 2019 and 2018, respectively. Purchases of iron ore pellets from related parties amounted to $78 million, $104 million and $91 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Accounts payable to related parties include balances due to PRO-TEC Coating Company (PRO-TEC) of $86 million and $82 million at December 31, 2020 and 2019, respectively for invoicing and receivables collection services provided by U. S. Steel on PRO-TEC's behalf. U. S. Steel, as PRO-TEC’s exclusive sales agent, is responsible for credit risk related to those receivables. U. S. Steel also provides PRO-TEC marketing, selling and customer service functions. Payables to other related parties totaled $19 million and $2 million at December 31, 2020 and 2019, respectively.
24. Leases
Operating lease assets consist primarily of office space, heavy mobile equipment used in our mining operations and facilities and equipment under operating service agreements for electricity generation and scrap processing. We also have operating lease assets for light mobile equipment and information technology assets. Significant finance leases include the Fairfield slab caster lease and heavy mobile equipment used in our mining operations (see Note 17 for further details). Variable lease payments are primarily related to operating service agreements where payment is solely dependent on consumption of certain services, such as raw material and by-product processing. Most long-term leases include renewal options and, in certain leases, purchase options. Generally, we are not reasonably certain that these options will be exercised. We have residual value guarantees under certain light mobile equipment leases. There is no impact to our leased assets for residual value guarantees as the potential loss is not probable (see “Other Contingencies” in Note 26 for further details). We do not have material restrictive covenants associated with our leases or material amounts of sublease income. From time to time, U. S. Steel may enter into arrangements for the construction or purchase of an asset and then enter into a financing arrangement to lease the asset. U. S. Steel recognizes leased assets and liabilities under these arrangements when it obtains control of the asset.
The following table summarizes the lease amounts included in our Consolidated Balance Sheet as of December 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Balance Sheet Location
|
December 31, 2020
|
|
December 31, 2019
|
Assets
|
|
|
|
|
Operating
|
Operating lease assets (a)
|
$
|
214
|
|
|
$
|
230
|
|
Finance
|
Property, plant and equipment (b)
|
73
|
|
|
56
|
|
Total Lease Assets
|
|
$
|
287
|
|
|
$
|
286
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Current
|
|
|
|
|
Operating
|
Current operating lease liabilities
|
$
|
59
|
|
|
$
|
60
|
|
Finance
|
Current portion of long-term debt
|
16
|
|
|
11
|
|
Non-Current
|
|
|
|
|
Operating
|
Noncurrent operating lease liabilities
|
163
|
|
|
177
|
|
Finance
|
Long-term debt less unamortized discount and issue costs
|
65
|
|
|
51
|
|
Total Lease Liabilities
|
|
$
|
303
|
|
|
$
|
299
|
|
(a) Operating lease assets are recorded net of accumulated amortization of $96 million and $50 million as of December 31, 2020 and December 31, 2019, respectively.
(b) Finance lease assets are recorded net of accumulated depreciation of $40 million and $27 million as of December 31, 2020 and December 31, 2019, respectively.
The following table summarizes lease costs included in our Consolidated Statement of Operations for the years ended December 31, 2020 and December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Classification
|
Year Ended December 31, 2020
|
|
Year Ended December 31, 2019
|
Operating Lease Cost (a)
|
Cost of sales
|
$
|
67
|
|
|
$
|
81
|
|
Operating Lease Cost
|
Selling, general and administrative expenses
|
14
|
|
|
11
|
|
Finance Lease Cost
|
|
|
|
|
Amortization
|
Depreciation, depletion and amortization
|
14
|
|
|
7
|
|
Interest
|
Interest expense
|
4
|
|
|
3
|
|
Total Lease Cost
|
|
$
|
99
|
|
|
$
|
102
|
|
(a) Operating lease cost recorded in cost of sales includes $7 million and $15 million of variable lease cost for the year ended December 31, 2020 and December 31, 2019, respectively. An immaterial amount of variable lease cost is included in selling, general and administrative expenses and immaterial amounts of short-term lease cost are included in cost of sales and selling, general and administrative expenses.
Lease liability maturities as of December 31, 2020 are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Operating
|
|
Finance
|
|
Total
|
2021
|
$
|
73
|
|
|
$
|
20
|
|
|
$
|
93
|
|
2022
|
54
|
|
|
24
|
|
|
78
|
|
2023
|
42
|
|
|
12
|
|
|
54
|
|
2024
|
33
|
|
|
10
|
|
|
43
|
|
2025
|
24
|
|
|
8
|
|
|
32
|
|
After 2025
|
39
|
|
|
17
|
|
|
56
|
|
Total Lease Payments
|
$
|
265
|
|
|
$
|
91
|
|
|
$
|
356
|
|
Less: Interest
|
43
|
|
|
10
|
|
|
53
|
|
Present value of lease liabilities
|
$
|
222
|
|
|
$
|
81
|
|
|
$
|
303
|
|
Lease terms and discount rates are shown below.
|
|
|
|
|
|
|
December 31, 2020
|
Weighted average lease term
|
|
Finance
|
5 years
|
Operating
|
5 years
|
|
|
Weighted average discount rate
|
|
Finance
|
4.94
|
%
|
Operating
|
7.45
|
%
|
Supplemental cash flow information related to leases is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Year Ended December 31, 2020
|
|
Year Ended December 31, 2019
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
Operating cash flows from operating leases
|
$
|
71
|
|
|
$
|
72
|
|
Operating cash flows from finance leases
|
4
|
|
|
3
|
|
Financing cash flows from finance leases
|
13
|
|
|
7
|
|
Right-of-use assets exchanged for lease liabilities:
|
|
|
|
Operating leases
|
41
|
|
|
53
|
|
Finance leases
|
31
|
|
|
46
|
|
25. Restructuring and Other Charges
During 2020, the Company recorded restructuring and other charges of $138 million, which consists of charges of $66 million for the indefinite idling of a significant portion of Great Lakes Works, and our Keetac mining operations which was restarted in the fourth quarter, $25 million for the indefinite idling of Lorain Tubular Operations and Lone Star Tubular Operations, and $15 million and $32 million for employee benefit costs related to Company-wide headcount reductions and headcount reductions under a voluntary early retirement program offered at USSK, respectively. Cash payments were made related to severance and exit costs of approximately $169 million. A portion of these cash payments, approximately
$38 million, were funded by the postretirement benefit trust (VEBA) per an agreement with the United Steelworkers of America.
During 2019, U. S. Steel recorded restructuring and other charges of $275 million, which consists of charges of $25 million at USSK for headcount reductions and plant exit costs, $227 million for the indefinite idling of our East Chicago Tin operations, our finishing facility in Dearborn, Michigan, and the intended indefinite idling of a significant portion of Great Lakes Works and $23 million for Company-wide headcount reductions. Cash payments were made related to severance and exit costs of $35 million.
During 2018, restructuring and other charges recorded were immaterial. Cash payments were made related to severance and exit costs of $21 million.
Charges for restructuring and ongoing cost reduction initiatives are recorded in the period U. S. Steel commits to a restructuring or cost reduction plan, or executes specific actions contemplated by the plan and all criteria for liability recognition have been met. Charges related to the restructuring and cost reductions are reported in restructuring and other charges in the Consolidated Statements of Operations.
The activity in the accrued balances incurred in relation to restructuring during the years ended December 31, 2020 and December 31, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
Employee Related Costs
|
|
Exit Costs
|
|
Non-cash Charges
|
|
Total
|
Balance at December 31, 2018
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
17
|
|
Additional charges
|
|
111
|
|
|
119
|
|
|
45
|
|
|
$
|
275
|
|
Cash payments/utilization
|
|
(24)
|
|
|
(11)
|
|
|
(45)
|
|
|
(80)
|
|
Balance at December 31, 2019
|
|
$
|
87
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
212
|
|
Additional charges
|
|
81
|
|
|
53
|
|
|
4
|
|
|
138
|
|
Cash payments/utilization
|
|
(117)
|
|
|
(52)
|
|
|
(4)
|
|
|
(173)
|
|
Balance at December 31, 2020
|
|
$
|
51
|
|
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
177
|
|
Accrued liabilities for restructuring and other cost reduction programs are included in the following balance sheet lines:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
December 31, 2020
|
|
December 31, 2019
|
Accounts payable
|
|
$
|
34
|
|
|
$
|
46
|
|
Payroll and benefits payable
|
|
29
|
|
|
64
|
|
Employee benefits
|
|
22
|
|
|
23
|
|
Deferred credits and other noncurrent liabilities
|
|
92
|
|
|
79
|
|
Total
|
|
$
|
177
|
|
|
$
|
212
|
|
26. Contingencies and Commitments
U. S. Steel is the subject of, or party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. Certain of these matters are discussed below. The ultimate resolution of these contingencies could, individually or in the aggregate, be material to the Consolidated Financial Statements. However, management believes that U. S. Steel will remain a viable and competitive enterprise even though it is possible that these contingencies could be resolved unfavorably.
U. S. Steel accrues for estimated costs related to existing lawsuits, claims and proceedings when it is probable that it will incur these costs in the future and the costs are reasonably estimable.
Asbestos matters – As of December 31, 2020, U. S. Steel was a defendant in approximately 855 active cases involving approximately 2,445 plaintiffs. The vast majority of these cases involve multiple defendants. About 1,540, or approximately 63 percent, of these plaintiff claims are currently pending in jurisdictions which permit filings with massive numbers of plaintiffs. At December 31, 2019, U. S. Steel was a defendant in approximately 800 cases involving approximately 2,390 plaintiffs. Based upon U. S. Steel’s experience in such cases, it believes that the actual number of plaintiffs who ultimately assert claims against U. S. Steel will likely be a small fraction of the total number of plaintiffs.
The following table shows the number of asbestos claims in the current year and the prior two years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period ended
|
|
Opening
Number
of Claims
|
|
Claims
Dismissed,
Settled
and Resolved (a)
|
|
New
Claims
|
|
Closing
Number
of Claims
|
December 31, 2018
|
|
3,315
|
|
1,285
|
|
290
|
|
2,320
|
December 31, 2019
|
|
2,320
|
|
195
|
|
265
|
|
2,390
|
December 31, 2020
|
|
2,390
|
|
240
|
|
295
|
|
2,445
|
(a) The period ending December 31, 2018 includes approximately 1,000 dismissed cases previously pending in the State of Texas.
Historically, asbestos-related claims against U. S. Steel fall into three groups: (1) claims made by persons who allegedly were exposed to asbestos on the premises of U. S. Steel facilities; (2) claims made by persons allegedly exposed to products manufactured by U. S. Steel; and (3) claims made under certain federal and maritime laws by employees of former operations of U. S. Steel.
The amount U. S. Steel accrues for pending asbestos claims is not material to U. S. Steel’s financial condition. However, U. S. Steel is unable to estimate the ultimate outcome of asbestos-related claims due to a number of uncertainties, including: (1) the rates at which new claims are filed, (2) the number of and effect of bankruptcies of other companies traditionally defending asbestos claims, (3) uncertainties associated with the variations in the litigation process from jurisdiction to jurisdiction, (4) uncertainties regarding the facts, circumstances and disease process with each claim, and (5) any new legislation enacted to address asbestos-related claims.
Further, U. S. Steel does not believe that an accrual for unasserted claims is required. At any given reporting date, it is probable that there are unasserted claims that will be filed against the Company in the future. In 2019 and 2020, the Company engaged an outside valuation consultant to assist in assessing its ability to estimate an accrual for unasserted claims. This assessment was based on the Company's settlement experience, including recent claims trends. The analysis focused on settlements made over the last several years as these claims are likely to best represent future claim characteristics. After review by the valuation consultant and U. S. Steel management, it was determined that the Company could not estimate an accrual for unasserted claims.
Despite these uncertainties, management believes that the ultimate resolution of these matters will not have a material adverse effect on U. S. Steel’s financial condition.
Environmental Matters – U. S. Steel is subject to federal, state, local and foreign laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance. Changes in accrued liabilities for remediation activities where U. S. Steel is identified as a named party are summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(In millions)
|
|
2020
|
|
2019
|
Beginning of period
|
|
$
|
186
|
|
|
$
|
187
|
|
Accruals for environmental remediation deemed probable and reasonably estimable
|
|
7
|
|
|
20
|
|
|
|
|
|
|
Obligations settled
|
|
(47)
|
|
|
(21)
|
|
End of period
|
|
$
|
146
|
|
|
$
|
186
|
|
Accrued liabilities for remediation activities are included in the following Consolidated Balance Sheet lines:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
December 31, 2020
|
|
December 31, 2019
|
Accounts payable
|
|
$
|
43
|
|
|
$
|
53
|
|
Deferred credits and other noncurrent liabilities
|
|
103
|
|
|
133
|
|
Total
|
|
$
|
146
|
|
|
$
|
186
|
|
Expenses related to remediation are recorded in cost of sales and were immaterial for the years ended December 31, 2020, December 31, 2019 and December 31, 2018. It is not currently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties that may be imposed. Due to uncertainties inherent in remediation projects and the associated liabilities, it is reasonably possible that total remediation costs for active matters may exceed the accrued liabilities by as much as 20 to 30 percent.
Remediation Projects
U. S. Steel is involved in environmental remediation projects at or adjacent to several current and former U. S. Steel facilities and other locations that are in various stages of completion ranging from initial characterization through post-closure monitoring. Based on the anticipated scope and degree of uncertainty of projects, we categorize projects as follows:
(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 four 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), and the former steelmaking plant at Joliet, Illinois. As of December 31, 2020, 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 $22 million to $36 million.
(2) Significant Projects with Defined Scope – Projects with significant accrued liabilities with a defined scope. As of December 31, 2020, there are four significant projects with defined scope greater than or equal to $5 million each, with a total accrued liability of $87 million. These projects are: Gary Resource Conservation and Recovery Act (RCRA) (accrued liability of $25 million), the former Geneva facility (accrued liability of $21 million), the Cherryvale Zinc site (accrued liability of $7 million) and the former Duluth facility St. Louis River Estuary (accrued liability of $34 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 three 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, 2020 was $5 million. These projects have progressed through a significant portion of the design phase and material additional costs are not expected.
The remaining environmental remediation projects each have an accrued liability of less than $1 million each. The total accrued liability for these projects at December 31, 2020 was approximately $3 million. We do not foresee material additional liabilities for any of these sites.
Post-Closure Costs – Accrued liabilities for post-closure site monitoring and other costs at various closed landfills totaled $23 million at December 31, 2020 and were based on known scopes of work.
Administrative and Legal Costs – As of December 31, 2020, U. S. Steel had an accrued liability of $13 million for administrative and legal costs related to environmental remediation projects. These accrued liabilities were based on projected administrative and legal costs for the next three years and do not change significantly from year to year.
Capital Expenditures – For a number of years, U. S. Steel has made substantial capital expenditures to comply with various regulations, laws, and other requirements relating to the environment. In 2020 and 2019, such capital expenditures totaled $42 million and $123 million, respectively. U. S. Steel anticipates making additional such expenditures in the future, which may be material; however, the exact amounts and timing of such expenditures are uncertain because of the continuing evolution of specific regulatory requirements.
EU Environmental Requirements – Under the EU Emissions Trading System (EU ETS), USSE's final allocation of allowances for the Phase III period, which covers the years 2013 through 2020 is 48 million allowances. Based on projected total production levels, we started to purchase allowances in the third quarter of 2017 to meet the annual compliance submission in the future. As of December 31, 2020, we have purchased approximately 12.3 million European Union Allowances (EUA) totaling €141 million (approximately $173 million) to cover the estimated Phase III period shortfall of emission allowances. The exact cost of complying with the EU ETS regulations will depend on verified 2020 emissions.
In the fourth quarter of 2020 USSE started purchasing allowances for the Phase IV period. As of December 31, 2020, we have pre-purchased approximately 1.5 million EUA totaling €38 million (approximately $47 million). Currently, the overall target is a 40 percent reduction of 1990 emissions by 2030. Ongoing political discussions indicate that an even more stringent target of 60 percent may be instituted. At this time, carbon neutrality of the EU industry is set to be achieved by 2050.
The EU's Industrial Emissions Directive requires implementation of EU determined best available techniques (BAT) for Iron and Steel production to reduce environmental impacts as well as compliance with BAT associated emission levels. Total capital expenditures for projects to comply with or go beyond BAT requirements is €138 million (approximately $169 million) over the actual program period. These costs were partially offset by the EU funding received and may be mitigated over the next measurement periods if USSK complies with certain financial covenants, which are assessed annually. USSK complied with these covenants as of December 31, 2020. If we are unable to meet these covenants in the future, USSK might be required to provide additional collateral (e.g. bank guarantee) to secure 50 percent of the EU funding received.
Environmental indemnifications – Throughout its history, U. S. Steel has sold numerous properties and businesses and many of these sales included indemnifications and cost sharing agreements related to the assets that were divested.
These indemnifications and cost sharing agreements have included provisions related to the condition of the property, the approved use, certain representations and warranties, matters of title, and environmental matters. The amount of potential environmental liability associated with these transactions and properties is not estimable due to the nature and extent of the unknown conditions related to the properties divested and deconsolidated. Aside from the environmental liabilities already recorded as a result of these transactions due to specific environmental remediation activities and cases (included in the $146 million of accrued liabilities for remediation discussed above), there are no other known probable and estimable environmental liabilities related to these transactions.
Guarantees – The maximum guarantees of the indebtedness of unconsolidated entities of U. S. Steel totaled $7 million at December 31, 2020.
Other contingencies – Under certain operating lease agreements covering various equipment, U. S. Steel has the option to renew the lease or to purchase the equipment at the end of the lease term. If U. S. Steel does not exercise the purchase option by the end of the lease term, U. S. Steel guarantees a residual value of the equipment as determined at the lease inception date (totaling approximately $23 million at December 31, 2020). No liability has been recorded for these guarantees as the potential loss is not probable.
Insurance – U. S. Steel maintains insurance for certain property damage, equipment, business interruption and general liability exposures; however, insurance is applicable only after certain deductibles and retainages. U. S. Steel is self-insured for certain other exposures including workers’ compensation (where permitted by law) and auto liability. Liabilities are recorded for workers’ compensation and personal injury obligations. Other costs resulting from losses under deductible or retainage amounts or not otherwise covered by insurance are charged against income upon occurrence.
U. S. Steel uses surety bonds, trusts and letters of credit to provide whole or partial financial assurance for certain obligations such as workers’ compensation. The total amount of active surety bonds, trusts and letters of credit being used for financial assurance purposes was approximately $222 million as of December 31, 2020, which reflects U. S. Steel’s maximum exposure under these financial guarantees, but not its total exposure for the underlying obligations. A significant portion of our trust arrangements and letters of credit are collateralized by our Credit Facility Agreement. The remaining trust arrangements and letters of credit are collateralized by restricted cash. Restricted cash, which is recorded in other current and noncurrent assets, totaled $133 million and $190 million at December 31, 2020 and December 31, 2019 respectively.
Capital Commitments – At December 31, 2020, U. S. Steel’s contractual commitments to acquire property, plant and equipment totaled $583 million.
Contractual Purchase Commitments – U. S. Steel is obligated to make payments under contractual purchase commitments, including unconditional purchase obligations. Payments for contracts with remaining terms in excess of one year are summarized below (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025
|
|
Later years
|
|
Total
|
$962
|
|
$956
|
|
$395
|
|
$175
|
|
$139
|
|
$702
|
|
$3,329
|
The majority of U. S. Steel’s unconditional purchase obligations relate to the supply of industrial gases, and certain energy and utility services with terms ranging from two to 15 years. Unconditional purchase obligations also include coke and steam purchase commitments related to a coke supply agreement with Gateway Energy & Coke Company LLC (Gateway) under which Gateway is obligated to supply a minimum volume of the expected targeted annual production of the heat recovery coke plant, and U. S. Steel is obligated to purchase the coke from Gateway at the contract price. As of December 31, 2020, if U. S. Steel were to terminate the agreement, it may be obligated to pay in excess of $110 million.
Total payments relating to unconditional purchase obligations were approximately $553 million in 2020, $653 million in 2019 and $600 million in 2018.
27. Common Stock Issued and Repurchased
On June 22, 2020, U. S. Steel issued 50 million shares of common stock (par value $1 per share) at a price of $8.2075 per share, resulting in net proceeds of approximately $410 million.
In November 2018, U. S. Steel announced a common stock repurchase program that allowed for the repurchase of up to $300 million of its outstanding common stock from time to time in the open market or privately negotiated transactions through 2020 at the discretion of management. U. S. Steel repurchased 5,289,475 shares of common stock for approximately $88 million under this program during 2019. In December 2019, the Board of Directors terminated the authorization for the common stock repurchase program.
28. Subsequent Event
Big River Steel
On October 31, 2019, a wholly owned subsidiary of U. S. Steel purchased a 49.9% ownership interest in Big River Steel at a purchase price of approximately $683 million in cash, with a call option (U. S. Steel Call Option) to acquire the remaining 50.1% within the next four years at an agreed-upon price formula. On December 8, 2020, U. S. Steel announced that it exercised the U. S. Steel Call Option to acquire the remaining equity of Big River Steel. The purchase of the remaining interest in Big River Steel closed on January 15, 2021 for approximately $723 million in cash and the assumption of liabilities of approximately $50 million. Big River Steel is a technologically advanced mini mill that completed an expansion in November 2020 that doubled its hot-rolled steel production capacity to 3.3 million tons annually. See Note 5 for further details.
After the closing of the Big River Steel purchase on January 15, 2021, additional indebtedness of approximately $1.9 billion (excluding any potential step-up to fair value) became the financial obligation of the Company and will be included on our Consolidated Balance Sheet in future periods. Below is a summary:
•6.625% Senior Secured Notes in the aggregate principal amount of $900 million that mature on January 31, 2029 that pay interest semi-annually on January 31 and July 31 of each year;
•4.50% Arkansas Development Finance Authority Bonds in the amount of $487 million that have a final maturity of September 1, 2049 that pay interest semi-annually on each March 1 and September 1;
•4.75% Arkansas Development Finance Authority Bonds Tax Exempt Series 2020 (Green Bonds) in the amount of $265 million that have a final maturity on September 1, 2049 and pay interest semi-annually on March 1 and September 1 each year;
•Other debt including loans and leases that total approximately $200 million.
Equity and Debt Offerings and Redemption of the 2025 Senior Secured Debt
On February 5, 2021, we sold 42,000,000 shares of our common stock for net proceeds of approximately $687 million. The sale of shares of our common stock could reach 48,300,000 with net proceeds of approximately $790 million if the underwriter exercises in full their 30 day option to purchase additional shares.
On February 11, 2021, the Company issued $750 million aggregate principal amount of Senior Notes due 2029.
On February 2, 2021, U. S. Steel issued a notice of redemption to redeem approximately $370 million of aggregate principal amount outstanding of its 12.000% 2025 Senior Secured Notes due 2025. U. S. Steel intends to use the net proceeds from the Senior Notes offering, together with cash on hand, to redeem the remaining approximately $687 million aggregate principal amount outstanding of its 2025 Senior Secured Notes and pay related fees and expenses.
Credit Facility Activity
The following credit facility activity has occurred in January and early February of 2021:
•On January 15, 2021, a payment of €50 million (approximately $61 million) was made under the USSK Credit Agreement.
•On January 22, 2021, our Big River Steel subsidiary borrowed $50 million under its credit facility.
•On January 29, 2021, a payment of $100 million was made under the Credit Facility Agreement.
•On February 10, 2021, notice was given that we intend to make an additional payment on February 16, 2021 of $250 million under the Credit Facility Agreement.
SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
(In millions, except per share data)
|
|
4th Qtr. (a)
|
|
3rd Qtr.
|
|
2nd Qtr.
|
|
1st Qtr.
|
|
4th Qtr.
|
|
3rd Qtr.
|
|
2nd Qtr.
|
|
1st Qtr.
|
Net sales
|
|
$
|
2,562
|
|
|
$
|
2,340
|
|
|
$
|
2,091
|
|
|
$
|
2,748
|
|
|
$
|
2,824
|
|
|
$
|
3,069
|
|
|
$
|
3,545
|
|
|
$
|
3,499
|
|
Segment (loss) earnings before interest and income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Flat-rolled
|
|
(73)
|
|
|
(159)
|
|
|
(329)
|
|
|
(35)
|
|
|
(79)
|
|
|
46
|
|
|
134
|
|
|
95
|
|
USSE
|
|
36
|
|
|
13
|
|
|
(26)
|
|
|
(14)
|
|
|
(30)
|
|
|
(46)
|
|
|
(10)
|
|
|
29
|
|
Tubular
|
|
(32)
|
|
|
(52)
|
|
|
(47)
|
|
|
(48)
|
|
|
(46)
|
|
|
(25)
|
|
|
(6)
|
|
|
10
|
|
Total reportable segments
|
|
$
|
(69)
|
|
|
$
|
(198)
|
|
|
$
|
(402)
|
|
|
$
|
(97)
|
|
|
$
|
(155)
|
|
|
$
|
(25)
|
|
|
$
|
118
|
|
|
$
|
134
|
|
Other Businesses
|
|
(6)
|
|
|
(13)
|
|
|
(21)
|
|
|
1
|
|
|
(3)
|
|
|
8
|
|
|
10
|
|
|
8
|
|
Items not allocated to segments
|
|
118
|
|
|
—
|
|
|
(109)
|
|
|
(279)
|
|
|
(218)
|
|
|
(63)
|
|
|
(13)
|
|
|
(31)
|
|
Total earnings (loss) before interest and income taxes
|
|
$
|
43
|
|
|
$
|
(211)
|
|
|
$
|
(532)
|
|
|
$
|
(375)
|
|
|
$
|
(376)
|
|
|
$
|
(80)
|
|
|
$
|
115
|
|
|
$
|
111
|
|
Net earnings (loss)
|
|
49
|
|
|
(234)
|
|
|
(589)
|
|
|
(391)
|
|
|
(668)
|
|
|
(84)
|
|
|
68
|
|
|
54
|
|
Net earnings (loss) attributable to United States Steel Corporation
|
|
$
|
49
|
|
|
$
|
(234)
|
|
|
$
|
(589)
|
|
|
$
|
(391)
|
|
|
$
|
(668)
|
|
|
$
|
(84)
|
|
|
$
|
68
|
|
|
$
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
$
|
178
|
|
|
$
|
45
|
|
|
$
|
(183)
|
|
|
$
|
143
|
|
|
$
|
43
|
|
|
$
|
167
|
|
|
$
|
318
|
|
|
$
|
327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) per share attributable to United States Steel Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Basic
|
|
$
|
0.22
|
|
|
$
|
(1.06)
|
|
|
$
|
(3.36)
|
|
|
$
|
(2.30)
|
|
|
$
|
(3.93)
|
|
|
$
|
(0.49)
|
|
|
$
|
0.39
|
|
|
$
|
0.31
|
|
- Diluted
|
|
$
|
0.22
|
|
|
$
|
(1.06)
|
|
|
$
|
(3.36)
|
|
|
$
|
(2.30)
|
|
|
$
|
(3.93)
|
|
|
$
|
(0.49)
|
|
|
$
|
0.39
|
|
|
$
|
0.31
|
|
Dividends paid per share
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
SUPPLEMENTARY INFORMATION ON MINERAL RESERVES OTHER THAN OIL AND GAS (Unaudited)
Mineral Reserves
U. S. Steel operates two surface iron ore mining complexes in Minnesota consisting of the Minntac Mine and Pellet Plant and the Keetac Mine and Pellet Plant. As of December 31, 2020 U. S. Steel owns an interest in the iron ore mining assets of Hibbing Taconite Company.
The following table provides a summary of our reserves and minerals production by mining complex:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proven and Probable Reserves
As of December 31, 2020
|
|
Production
|
(Millions of short tons)
|
|
Owned
|
|
Leased
|
|
Total
|
|
2020
|
|
2019
|
|
2018
|
Iron ore pellets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minntac Mine and Pellet Plant
|
|
112
|
|
|
288
|
|
|
400
|
|
|
14.1
|
|
|
14.4
|
|
|
15.9
|
|
Keetac Mine and Pellet Plant
|
|
19
|
|
|
347
|
|
|
366
|
|
|
2.0
|
|
|
5.8
|
|
|
5.9
|
|
Hibbing Taconite Company(1)
|
|
—
|
|
|
5
|
|
|
5
|
|
|
0.9
|
|
|
1.2
|
|
|
1.3
|
|
Total
|
|
131
|
|
|
640
|
|
|
771
|
|
|
17.0
|
|
|
21.4
|
|
|
23.1
|
|
(1) Represents U. S. Steel’s proportionate share of proven and probable reserves and production as these investments are unconsolidated equity affiliates.
Iron Ore Reserves
Reserves are defined by SEC Industry Standard Guide 7 as that part of a mineral deposit that could be economically and legally extracted and produced at the time of the reserve determination. The estimate of proven and probable reserves is of recoverable tons. Recoverable tons mean the tons of product that can be used internally or delivered to a customer after considering mining and beneficiation or preparation losses. Neither inferred reserves nor resources that exist in addition to proven and probable reserves were included in these figures. At December 31, 2020, all 771 million tons of proven and probable reserves are assigned, which means that they have been committed by U. S. Steel to its operating mines and are of blast furnace pellet grade.
U. S. Steel estimates its iron ore reserves using exploration drill holes, physical inspections, sampling, laboratory testing, 3-D computer models, economic pit analysis and fully-developed pit designs for its operating mines. These estimates are reviewed and reassessed from time to time. The most recent such review for our Keetac operating mine was completed in 2013 and resulted in an increase in the proven and probable reserves primarily due to additional exploration drilling and development of an economic computerized mine plan. The most recent review for our Minntac operating mine was conducted in 2019 and resulted in a decrease due to updated drilling and economic parameters. The estimate for our share of the unconsolidated equity affiliate is based upon information supplied by the joint venture. The most recent such review for Hibbing Taconite Company was conducted in 2015.
FIVE-YEAR OPERATING SUMMARY (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Thousands of tons, unless otherwise noted)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Raw Steel Production
|
|
|
|
|
|
|
|
|
|
|
Gary, IN
|
|
4,675
|
|
4,974
|
|
5,958
|
|
5,755
|
|
5,608
|
Great Lakes, MI
|
|
328
|
|
1,964
|
|
2,369
|
|
2,592
|
|
2,543
|
Mon Valley, PA
|
|
2,552
|
|
2,331
|
|
2,640
|
|
2,473
|
|
2,555
|
Granite City, IL
|
|
1,758
|
|
2,140
|
|
926
|
|
—
|
|
—
|
Total Flat-Rolled facilities
|
|
9,313
|
|
11,409
|
|
11,893
|
|
10,820
|
|
10,706
|
Fairfield, AL
|
|
16
|
|
—
|
|
—
|
|
—
|
|
—
|
Total Tubular facilities
|
|
16
|
|
—
|
|
—
|
|
—
|
|
—
|
U. S. Steel Košice
|
|
3,366
|
|
3,903
|
|
5,023
|
|
5,091
|
|
4,967
|
Total
|
|
12,695
|
|
15,312
|
|
16,916
|
|
15,911
|
|
15,673
|
Raw Steel Capability
|
|
|
|
|
|
|
|
|
|
|
Flat-Rolled
|
|
17,000
|
|
17,000
|
|
17,000
|
|
17,000
|
|
17,000
|
Tubular (c)
|
|
900
|
|
—
|
|
—
|
|
—
|
|
—
|
USSE
|
|
5,000
|
|
5,000
|
|
5,000
|
|
5,000
|
|
5,000
|
Total
|
|
22,900
|
|
22,000
|
|
22,000
|
|
22,000
|
|
22,000
|
Production as % of total capability:
|
|
|
|
|
|
|
|
|
|
|
Flat-Rolled
|
|
55
|
%
|
|
67
|
%
|
|
70
|
%
|
|
64
|
%
|
|
63
|
%
|
Tubular (c)
|
|
7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
USSE
|
|
67
|
%
|
|
78
|
%
|
|
100
|
%
|
|
102
|
%
|
|
99
|
%
|
Coke Production
|
|
|
|
|
|
|
|
|
|
|
Flat-Rolled
|
|
2,557
|
|
3,485
|
|
3,718
|
|
3,416
|
|
2,961
|
USSE
|
|
1,116
|
|
1,328
|
|
1,514
|
|
1,497
|
|
1,545
|
Total
|
|
3,673
|
|
4,813
|
|
5,232
|
|
4,913
|
|
4,506
|
Iron Ore Pellet Production (a)
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
16,981
|
|
21,450
|
|
23,054
|
|
23,246
|
|
17,635
|
Steel Shipments by Segment (b)
|
|
|
|
|
|
|
|
|
|
|
Flat-Rolled
|
|
8,711
|
|
10,700
|
|
10,510
|
|
9,887
|
|
10,094
|
USSE
|
|
3,041
|
|
3,590
|
|
4,457
|
|
4,585
|
|
4,496
|
Tubular
|
|
464
|
|
769
|
|
780
|
|
688
|
|
400
|
Total steel shipments
|
|
12,216
|
|
15,059
|
|
15,747
|
|
15,160
|
|
14,990
|
Average Realized Price (dollars per net ton)
|
|
|
|
|
|
|
|
|
|
|
Flat-Rolled
|
|
$
|
718
|
|
|
$
|
753
|
|
|
$
|
811
|
|
|
$
|
726
|
|
|
$
|
666
|
|
USSE
|
|
$
|
626
|
|
|
$
|
652
|
|
|
$
|
693
|
|
|
$
|
622
|
|
|
$
|
483
|
|
Tubular
|
|
$
|
1,271
|
|
|
$
|
1,450
|
|
|
$
|
1,483
|
|
|
$
|
1,253
|
|
|
$
|
1,071
|
|
(a)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.
(b)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.
(c)The Fairfield Electric Arc Furnace commenced operation in October 2020. The 2020 production as a % of total capability amount is based on an October 1, 2020 start date.
FIVE-YEAR OPERATING SUMMARY (Unaudited) (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Thousands of net tons)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Steel Shipments by Market - North American Facilities (a) (c)
|
|
|
|
|
|
|
|
|
|
|
Steel service centers
|
|
1,450
|
|
1,902
|
|
1,904
|
|
1,953
|
|
2,094
|
Further conversion:
|
|
|
|
|
|
|
|
|
|
|
Trade customers
|
|
2,063
|
|
2,823
|
|
2,273
|
|
1,738
|
|
1,420
|
Joint ventures (b)
|
|
415
|
|
819
|
|
810
|
|
715
|
|
414
|
Transportation and automotive (b)
|
|
2,012
|
|
2,620
|
|
2,874
|
|
2,982
|
|
2,228
|
Construction and construction products
|
|
1,295
|
|
1,120
|
|
991
|
|
951
|
|
1,025
|
Containers and packaging
|
|
913
|
|
652
|
|
768
|
|
715
|
|
2,107
|
Appliances and electrical equipment
|
|
497
|
|
570
|
|
599
|
|
594
|
|
600
|
Oil, gas and petrochemicals
|
|
430
|
|
725
|
|
742
|
|
647
|
|
360
|
All other
|
|
100
|
|
238
|
|
329
|
|
280
|
|
246
|
Total
|
|
9,175
|
|
11,469
|
|
11,290
|
|
10,575
|
|
10,494
|
Steel Shipments by Market - USSE
|
|
|
|
|
|
|
|
|
|
|
Steel service centers
|
|
690
|
|
740
|
|
799
|
|
761
|
|
801
|
Further conversion:
|
|
|
|
|
|
|
|
|
|
|
Trade customers
|
|
202
|
|
214
|
|
287
|
|
284
|
|
274
|
Transportation and automotive
|
|
517
|
|
676
|
|
728
|
|
708
|
|
660
|
Construction and construction products
|
|
775
|
|
1,048
|
|
1,637
|
|
1,831
|
|
1,811
|
Containers and packaging
|
|
435
|
|
440
|
|
439
|
|
438
|
|
436
|
Appliances and electrical equipment
|
|
194
|
|
220
|
|
261
|
|
247
|
|
236
|
Oil, gas and petrochemicals
|
|
5
|
|
—
|
|
11
|
|
10
|
|
4
|
All other
|
|
223
|
|
252
|
|
295
|
|
306
|
|
274
|
Total
|
|
3,041
|
|
3,590
|
|
4,457
|
|
4,585
|
|
4,496
|
(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)PRO-TEC automotive substrate shipments are included in the Transportation and Automotive category.
(c)Shipments previously reported in 2018, 2017 and 2016 as Exports have been reclassified to one of the other categories to which they relate.
FIVE-YEAR FINANCIAL SUMMARY (Unaudited) (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions, except per share amounts)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Net sales by segment:
|
|
|
|
|
|
|
|
|
|
|
Flat-Rolled
|
|
$
|
7,279
|
|
|
$
|
9,560
|
|
|
$
|
9,912
|
|
|
$
|
8,491
|
|
|
$
|
7,532
|
|
USSE
|
|
1,970
|
|
|
2,420
|
|
|
3,228
|
|
|
2,974
|
|
|
2,246
|
|
Tubular
|
|
646
|
|
|
1,191
|
|
|
1,236
|
|
|
945
|
|
|
451
|
|
Total reportable segments
|
|
$
|
9,895
|
|
|
$
|
13,171
|
|
|
$
|
14,376
|
|
|
$
|
12,410
|
|
|
$
|
10,229
|
|
Other Businesses
|
|
162
|
|
|
168
|
|
|
186
|
|
|
179
|
|
|
169
|
|
Intersegment sales
|
|
(316)
|
|
|
(402)
|
|
|
(384)
|
|
|
(339)
|
|
|
(137)
|
|
Total
|
|
$
|
9,741
|
|
|
$
|
12,937
|
|
|
$
|
14,178
|
|
|
$
|
12,250
|
|
|
$
|
10,261
|
|
Segment earnings (loss) before interest and income taxes:
|
|
|
|
|
|
|
|
|
|
|
Flat-Rolled
|
|
$
|
(596)
|
|
|
$
|
196
|
|
|
$
|
883
|
|
|
$
|
375
|
|
|
$
|
22
|
|
USSE
|
|
9
|
|
|
(57)
|
|
|
359
|
|
|
327
|
|
|
185
|
|
Tubular
|
|
(179)
|
|
|
(67)
|
|
|
(58)
|
|
|
(99)
|
|
|
(303)
|
|
Total reportable segments
|
|
$
|
(766)
|
|
|
$
|
72
|
|
|
$
|
1,184
|
|
|
$
|
603
|
|
|
$
|
(96)
|
|
Other Businesses
|
|
(39)
|
|
|
23
|
|
|
55
|
|
|
44
|
|
|
63
|
|
Items not allocated to segments (b)
|
|
(270)
|
|
|
(325)
|
|
|
(115)
|
|
|
22
|
|
|
(168)
|
|
Total (loss) earnings before interest and income taxes (a)
|
|
$
|
(1,075)
|
|
|
$
|
(230)
|
|
|
$
|
1,124
|
|
|
$
|
669
|
|
|
$
|
(201)
|
|
Net interest and other financial costs (a)
|
|
232
|
|
|
222
|
|
|
312
|
|
|
368
|
|
|
215
|
|
Income tax provision (benefit)
|
|
(142)
|
|
|
178
|
|
|
(303)
|
|
|
(86)
|
|
|
24
|
|
Net (loss) earnings attributable to United States Steel Corporation
|
|
$
|
(1,165)
|
|
|
$
|
(630)
|
|
|
$
|
1,115
|
|
|
$
|
387
|
|
|
$
|
(440)
|
|
Per common share:
|
|
|
|
|
|
|
|
|
|
|
- Basic
|
|
$
|
(5.92)
|
|
|
$
|
(3.67)
|
|
|
$
|
6.31
|
|
|
$
|
2.21
|
|
|
$
|
(2.81)
|
|
- Diluted
|
|
$
|
(5.92)
|
|
|
$
|
(3.67)
|
|
|
$
|
6.25
|
|
|
$
|
2.19
|
|
|
$
|
(2.81)
|
|
(a)Amounts have been adjusted to include $61 million and ($36) million in 2017 and 2016 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.
(b)See Note 4 to the Consolidated Financial Statements.
FIVE-YEAR FINANCIAL SUMMARY (Unaudited) (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Balance Sheet Position at Year-End (dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
4,432
|
|
|
$
|
3,813
|
|
|
$
|
4,830
|
|
|
$
|
4,755
|
|
|
$
|
4,356
|
|
Net property, plant & equipment
|
|
5,444
|
|
|
5,447
|
|
|
4,865
|
|
|
4,280
|
|
|
3,979
|
|
Total assets
|
|
12,059
|
|
|
11,608
|
|
|
10,982
|
|
|
9,862
|
|
|
9,160
|
|
Short-term debt and current maturities of long-term debt
|
|
192
|
|
|
14
|
|
|
65
|
|
|
3
|
|
|
50
|
|
Other current liabilities
|
|
2,464
|
|
|
2,611
|
|
|
3,132
|
|
|
2,770
|
|
|
2,281
|
|
Long-term debt
|
|
4,695
|
|
|
3,627
|
|
|
2,316
|
|
|
2,700
|
|
|
2,981
|
|
Employee benefits
|
|
322
|
|
|
532
|
|
|
980
|
|
|
759
|
|
|
1,216
|
|
Total United States Steel Corporation stockholders’ equity
|
|
3,786
|
|
|
4,092
|
|
|
4,202
|
|
|
3,320
|
|
|
2,274
|
|
Cash Flow Data (dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities (a) (b)
|
|
$
|
138
|
|
|
$
|
682
|
|
|
$
|
938
|
|
|
$
|
826
|
|
|
$
|
754
|
|
Capital expenditures
|
|
725
|
|
|
1,252
|
|
|
1,001
|
|
|
505
|
|
|
306
|
|
Dividends paid
|
|
8
|
|
|
35
|
|
|
36
|
|
|
35
|
|
|
31
|
|
Employee Data
|
|
|
|
|
|
|
|
|
|
|
Total employment costs (dollars in millions)
|
|
$
|
2,327
|
|
|
$
|
2,870
|
|
|
$
|
2,824
|
|
|
$
|
2,477
|
|
|
$
|
2,342
|
|
Average North America employment costs (dollars per hour)
|
|
$
|
63.25
|
|
|
$
|
65.70
|
|
|
$
|
65.97
|
|
|
$
|
62.32
|
|
|
$
|
61.75
|
|
Average number of North America employees
|
|
14,582
|
|
|
16,633
|
|
|
16,258
|
|
|
15,326
|
|
|
15,048
|
|
Average number of USSE employees
|
|
9,906
|
|
|
11,314
|
|
|
11,993
|
|
|
11,948
|
|
|
11,927
|
|
Number of pensioners at year-end
|
|
40,138
|
|
|
41,198
|
|
|
43,573
|
|
|
45,837
|
|
|
47,765
|
|
Stockholder Data at Year-End
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding, net of treasury shares (millions)
|
|
220.4
|
|
|
170.0
|
|
|
174.5
|
|
|
175.2
|
|
|
173.8
|
|
Registered stockholders (thousands)
|
|
11.7
|
|
|
12.1
|
|
|
13.0
|
|
|
13.8
|
|
|
14.8
|
|
Market price of common stock
|
|
$
|
16.77
|
|
|
$
|
11.41
|
|
|
$
|
18.24
|
|
|
$
|
35.19
|
|
|
$
|
33.01
|
|
(a)2016 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.
(b)2017 and 2016 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.