FALSE2022Q10001163302--12-31P3YP7YP4Y1010.0748391http://fasb.org/us-gaap/2021-01-31#AccountingStandardsUpdate202006MemberP2Y00011633022022-01-012022-03-310001163302exch:XNYS2022-01-012022-03-310001163302exch:XCHI2022-01-012022-03-3100011633022022-04-25xbrli:sharesiso4217:USD00011633022021-01-012021-03-31iso4217:USDxbrli:shares00011633022022-03-3100011633022021-12-3100011633022020-12-3100011633022021-03-310001163302srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate202006Member2021-12-3100011633022022-01-01x:Segment0001163302x:FlatRolledProductsMember2022-01-012022-03-310001163302us-gaap:IntersegmentEliminationMemberx:FlatRolledProductsMember2022-01-012022-03-310001163302srt:ReportableLegalEntitiesMemberx:FlatRolledProductsMember2022-01-012022-03-310001163302x:MiniMillMember2022-01-012022-03-310001163302us-gaap:IntersegmentEliminationMemberx:MiniMillMember2022-01-012022-03-310001163302srt:ReportableLegalEntitiesMemberx:MiniMillMember2022-01-012022-03-310001163302x:UsSteelEuropeMember2022-01-012022-03-310001163302us-gaap:IntersegmentEliminationMemberx:UsSteelEuropeMember2022-01-012022-03-310001163302srt:ReportableLegalEntitiesMemberx:UsSteelEuropeMember2022-01-012022-03-310001163302x:TubularProductsMember2022-01-012022-03-310001163302us-gaap:IntersegmentEliminationMemberx:TubularProductsMember2022-01-012022-03-310001163302srt:ReportableLegalEntitiesMemberx:TubularProductsMember2022-01-012022-03-310001163302x:TotalReportableSegmentsMember2022-01-012022-03-310001163302us-gaap:IntersegmentEliminationMemberx:TotalReportableSegmentsMember2022-01-012022-03-310001163302srt:ReportableLegalEntitiesMemberx:TotalReportableSegmentsMember2022-01-012022-03-310001163302us-gaap:AllOtherSegmentsMember2022-01-012022-03-310001163302us-gaap:IntersegmentEliminationMemberus-gaap:AllOtherSegmentsMember2022-01-012022-03-310001163302srt:ReportableLegalEntitiesMemberus-gaap:AllOtherSegmentsMember2022-01-012022-03-310001163302us-gaap:IntersegmentEliminationMember2022-01-012022-03-310001163302us-gaap:MaterialReconcilingItemsMember2022-01-012022-03-310001163302srt:ReportableLegalEntitiesMember2022-01-012022-03-310001163302x:FlatRolledProductsMember2021-01-012021-03-310001163302us-gaap:IntersegmentEliminationMemberx:FlatRolledProductsMember2021-01-012021-03-310001163302srt:ReportableLegalEntitiesMemberx:FlatRolledProductsMember2021-01-012021-03-310001163302x:MiniMillMember2021-01-012021-03-310001163302us-gaap:IntersegmentEliminationMemberx:MiniMillMember2021-01-012021-03-310001163302srt:ReportableLegalEntitiesMemberx:MiniMillMember2021-01-012021-03-310001163302x:UsSteelEuropeMember2021-01-012021-03-310001163302us-gaap:IntersegmentEliminationMemberx:UsSteelEuropeMember2021-01-012021-03-310001163302srt:ReportableLegalEntitiesMemberx:UsSteelEuropeMember2021-01-012021-03-310001163302x:TubularProductsMember2021-01-012021-03-310001163302us-gaap:IntersegmentEliminationMemberx:TubularProductsMember2021-01-012021-03-310001163302srt:ReportableLegalEntitiesMemberx:TubularProductsMember2021-01-012021-03-310001163302x:TotalReportableSegmentsMember2021-01-012021-03-310001163302us-gaap:IntersegmentEliminationMemberx:TotalReportableSegmentsMember2021-01-012021-03-310001163302srt:ReportableLegalEntitiesMemberx:TotalReportableSegmentsMember2021-01-012021-03-310001163302us-gaap:AllOtherSegmentsMember2021-01-012021-03-310001163302us-gaap:IntersegmentEliminationMemberus-gaap:AllOtherSegmentsMember2021-01-012021-03-310001163302srt:ReportableLegalEntitiesMemberus-gaap:AllOtherSegmentsMember2021-01-012021-03-310001163302us-gaap:IntersegmentEliminationMember2021-01-012021-03-310001163302us-gaap:MaterialReconcilingItemsMember2021-01-012021-03-310001163302srt:ReportableLegalEntitiesMember2021-01-012021-03-310001163302x:FlatRolledProductsMember2022-03-310001163302x:FlatRolledProductsMember2021-12-310001163302x:MiniMillMember2022-03-310001163302x:MiniMillMember2021-12-310001163302x:UsSteelEuropeMember2022-03-310001163302x:UsSteelEuropeMember2021-12-310001163302x:TubularProductsMember2022-03-310001163302x:TubularProductsMember2021-12-310001163302x:TotalReportableSegmentsMember2022-03-310001163302x:TotalReportableSegmentsMember2021-12-310001163302us-gaap:AllOtherSegmentsMember2022-03-310001163302us-gaap:AllOtherSegmentsMember2021-12-310001163302us-gaap:MaterialReconcilingItemsMember2022-03-310001163302us-gaap:MaterialReconcilingItemsMember2021-12-310001163302x:MiniMill2Member2022-03-310001163302x:MiniMill2Member2021-12-310001163302us-gaap:RestructuringChargesMemberus-gaap:MaterialReconcilingItemsMember2022-01-012022-03-310001163302us-gaap:RestructuringChargesMemberus-gaap:MaterialReconcilingItemsMember2021-01-012021-03-310001163302us-gaap:OtherExpenseMemberus-gaap:MaterialReconcilingItemsMember2022-01-012022-03-310001163302us-gaap:OtherExpenseMemberus-gaap:MaterialReconcilingItemsMember2021-01-012021-03-310001163302us-gaap:MaterialReconcilingItemsMemberx:GainOnPreviouslyHeldInvestmentMember2022-01-012022-03-310001163302us-gaap:MaterialReconcilingItemsMemberx:GainOnPreviouslyHeldInvestmentMember2021-01-012021-03-310001163302x:BigRiverSteelMember2021-01-152021-01-150001163302x:BigRiverSteelMember2019-10-31xbrli:pure0001163302x:BigRiverSteelMember2021-01-150001163302us-gaap:CustomerRelationshipsMemberx:BigRiverSteelMember2021-01-150001163302us-gaap:CustomerRelationshipsMemberx:BigRiverSteelMember2021-01-152021-01-150001163302x:BigRiverSteelMember2020-01-012020-12-310001163302x:BigRiverSteelMember2021-01-012021-03-310001163302x:BigRiverSteelMember2020-01-012020-03-310001163302us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberx:TranstarLLCMember2021-07-282021-07-280001163302us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberx:TranstarLLCMember2021-07-280001163302us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberx:TranstarLLCMember2022-01-012022-03-3100011633022021-10-012022-03-310001163302x:FlatRolledProductsMemberx:SemifinishedProductsMember2022-01-012022-03-310001163302x:MiniMillMemberx:SemifinishedProductsMember2022-01-012022-03-310001163302x:UsSteelEuropeMemberx:SemifinishedProductsMember2022-01-012022-03-310001163302x:TubularProductsMemberx:SemifinishedProductsMember2022-01-012022-03-310001163302us-gaap:AllOtherSegmentsMemberx:SemifinishedProductsMember2022-01-012022-03-310001163302x:SemifinishedProductsMember2022-01-012022-03-310001163302x:HotrolledsheetsMemberx:FlatRolledProductsMember2022-01-012022-03-310001163302x:HotrolledsheetsMemberx:MiniMillMember2022-01-012022-03-310001163302x:HotrolledsheetsMemberx:UsSteelEuropeMember2022-01-012022-03-310001163302x:HotrolledsheetsMemberx:TubularProductsMember2022-01-012022-03-310001163302x:HotrolledsheetsMemberus-gaap:AllOtherSegmentsMember2022-01-012022-03-310001163302x:HotrolledsheetsMember2022-01-012022-03-310001163302x:FlatRolledProductsMemberx:ColdrolledsheetsMember2022-01-012022-03-310001163302x:MiniMillMemberx:ColdrolledsheetsMember2022-01-012022-03-310001163302x:UsSteelEuropeMemberx:ColdrolledsheetsMember2022-01-012022-03-310001163302x:TubularProductsMemberx:ColdrolledsheetsMember2022-01-012022-03-310001163302us-gaap:AllOtherSegmentsMemberx:ColdrolledsheetsMember2022-01-012022-03-310001163302x:ColdrolledsheetsMember2022-01-012022-03-310001163302x:CoatedsheetsMemberx:FlatRolledProductsMember2022-01-012022-03-310001163302x:CoatedsheetsMemberx:MiniMillMember2022-01-012022-03-310001163302x:CoatedsheetsMemberx:UsSteelEuropeMember2022-01-012022-03-310001163302x:TubularProductsMemberx:CoatedsheetsMember2022-01-012022-03-310001163302us-gaap:AllOtherSegmentsMemberx:CoatedsheetsMember2022-01-012022-03-310001163302x:CoatedsheetsMember2022-01-012022-03-310001163302x:TubularMemberx:FlatRolledProductsMember2022-01-012022-03-310001163302x:TubularMemberx:MiniMillMember2022-01-012022-03-310001163302x:TubularMemberx:UsSteelEuropeMember2022-01-012022-03-310001163302x:TubularProductsMemberx:TubularMember2022-01-012022-03-310001163302us-gaap:AllOtherSegmentsMemberx:TubularMember2022-01-012022-03-310001163302x:TubularMember2022-01-012022-03-310001163302x:FlatRolledProductsMemberx:OtherProductsMember2022-01-012022-03-310001163302x:MiniMillMemberx:OtherProductsMember2022-01-012022-03-310001163302x:UsSteelEuropeMemberx:OtherProductsMember2022-01-012022-03-310001163302x:TubularProductsMemberx:OtherProductsMember2022-01-012022-03-310001163302us-gaap:AllOtherSegmentsMemberx:OtherProductsMember2022-01-012022-03-310001163302x:OtherProductsMember2022-01-012022-03-310001163302x:FlatRolledProductsMemberx:SemifinishedProductsMember2021-01-012021-03-310001163302x:MiniMillMemberx:SemifinishedProductsMember2021-01-012021-03-310001163302x:UsSteelEuropeMemberx:SemifinishedProductsMember2021-01-012021-03-310001163302x:TubularProductsMemberx:SemifinishedProductsMember2021-01-012021-03-310001163302us-gaap:AllOtherSegmentsMemberx:SemifinishedProductsMember2021-01-012021-03-310001163302x:SemifinishedProductsMember2021-01-012021-03-310001163302x:HotrolledsheetsMemberx:FlatRolledProductsMember2021-01-012021-03-310001163302x:HotrolledsheetsMemberx:MiniMillMember2021-01-012021-03-310001163302x:HotrolledsheetsMemberx:UsSteelEuropeMember2021-01-012021-03-310001163302x:HotrolledsheetsMemberx:TubularProductsMember2021-01-012021-03-310001163302x:HotrolledsheetsMemberus-gaap:AllOtherSegmentsMember2021-01-012021-03-310001163302x:HotrolledsheetsMember2021-01-012021-03-310001163302x:FlatRolledProductsMemberx:ColdrolledsheetsMember2021-01-012021-03-310001163302x:MiniMillMemberx:ColdrolledsheetsMember2021-01-012021-03-310001163302x:UsSteelEuropeMemberx:ColdrolledsheetsMember2021-01-012021-03-310001163302x:TubularProductsMemberx:ColdrolledsheetsMember2021-01-012021-03-310001163302us-gaap:AllOtherSegmentsMemberx:ColdrolledsheetsMember2021-01-012021-03-310001163302x:ColdrolledsheetsMember2021-01-012021-03-310001163302x:CoatedsheetsMemberx:FlatRolledProductsMember2021-01-012021-03-310001163302x:CoatedsheetsMemberx:MiniMillMember2021-01-012021-03-310001163302x:CoatedsheetsMemberx:UsSteelEuropeMember2021-01-012021-03-310001163302x:TubularProductsMemberx:CoatedsheetsMember2021-01-012021-03-310001163302us-gaap:AllOtherSegmentsMemberx:CoatedsheetsMember2021-01-012021-03-310001163302x:CoatedsheetsMember2021-01-012021-03-310001163302x:TubularMemberx:FlatRolledProductsMember2021-01-012021-03-310001163302x:TubularMemberx:MiniMillMember2021-01-012021-03-310001163302x:TubularMemberx:UsSteelEuropeMember2021-01-012021-03-310001163302x:TubularProductsMemberx:TubularMember2021-01-012021-03-310001163302us-gaap:AllOtherSegmentsMemberx:TubularMember2021-01-012021-03-310001163302x:TubularMember2021-01-012021-03-310001163302x:FlatRolledProductsMemberx:OtherProductsMember2021-01-012021-03-310001163302x:MiniMillMemberx:OtherProductsMember2021-01-012021-03-310001163302x:UsSteelEuropeMemberx:OtherProductsMember2021-01-012021-03-310001163302x:TubularProductsMemberx:OtherProductsMember2021-01-012021-03-310001163302us-gaap:AllOtherSegmentsMemberx:OtherProductsMember2021-01-012021-03-310001163302x:OtherProductsMember2021-01-012021-03-310001163302us-gaap:CustomerRelationshipsMember2022-01-012022-03-310001163302us-gaap:CustomerRelationshipsMember2022-03-310001163302us-gaap:CustomerRelationshipsMember2021-12-310001163302us-gaap:PatentsMembersrt:MinimumMember2022-01-012022-03-310001163302us-gaap:PatentsMembersrt:MaximumMember2022-01-012022-03-310001163302us-gaap:PatentsMember2022-03-310001163302us-gaap:PatentsMember2021-12-310001163302x:EnergyContractDomain2022-01-012022-03-310001163302x:EnergyContractDomain2022-03-310001163302x:EnergyContractDomain2021-12-310001163302us-gaap:UseRightsMember2021-12-310001163302us-gaap:UseRightsMember2022-03-310001163302us-gaap:PensionPlansDefinedBenefitMember2022-01-012022-03-310001163302us-gaap:PensionPlansDefinedBenefitMember2021-01-012021-03-310001163302us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2022-01-012022-03-310001163302us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2021-01-012021-03-310001163302us-gaap:EmployeeSeveranceMemberus-gaap:PensionPlansDefinedBenefitMember2022-01-012022-03-310001163302x:SteelworkersPensionTrustMember2022-01-012022-03-310001163302us-gaap:OtherPensionPlansDefinedBenefitMember2022-01-012022-03-310001163302x:UnfundedOtherPostretirementBenefitPlansMember2022-01-012022-03-310001163302x:OmnibusIncentiveCompensationPlan2016Member2022-03-310001163302us-gaap:RestrictedStockMember2022-01-012022-03-310001163302us-gaap:RestrictedStockMember2021-01-012021-03-310001163302x:TotalStockholdersReturnTSRPerformanceBasedRestrictedStockMember2022-01-012022-03-310001163302x:TotalStockholdersReturnTSRPerformanceBasedRestrictedStockMember2021-01-012021-03-310001163302x:ReturnOnCapitalEmployedROCEPerformanceBasedRestrictedStockMember2022-01-012022-03-310001163302x:ReturnOnCapitalEmployedROCEPerformanceBasedRestrictedStockMember2021-01-012021-03-310001163302us-gaap:EmployeeStockOptionMember2022-01-012022-03-310001163302us-gaap:EmployeeStockOptionMember2021-12-012021-12-310001163302us-gaap:EmployeeStockOptionMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2021-12-012021-12-310001163302us-gaap:EmployeeStockOptionMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2021-12-012021-12-310001163302us-gaap:EmployeeStockOptionMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2021-12-012021-12-310001163302srt:MinimumMemberx:TotalStockholdersReturnTSRPerformanceBasedRestrictedStockMember2022-01-012022-03-310001163302srt:MaximumMemberx:TotalStockholdersReturnTSRPerformanceBasedRestrictedStockMember2022-01-012022-03-310001163302x:ReturnOnCapitalEmployedROCEPerformanceBasedRestrictedStockMembersrt:MinimumMember2022-01-012022-03-310001163302x:ReturnOnCapitalEmployedROCEPerformanceBasedRestrictedStockMembersrt:MaximumMember2022-01-012022-03-310001163302x:PerformanceBasedRestrictedStockUnitsMember2021-12-012021-12-310001163302x:PerformanceBasedRestrictedStockUnitsMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2022-01-012022-03-310001163302x:PerformanceBasedRestrictedStockUnitsMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2022-01-012022-03-310001163302us-gaap:ShareBasedCompensationAwardTrancheThreeMemberx:PerformanceBasedRestrictedStockUnitsMember2022-01-012022-03-310001163302us-gaap:StockCompensationPlanMember2022-01-012022-03-310001163302us-gaap:StockCompensationPlanMember2021-01-012021-03-310001163302us-gaap:ForeignExchangeForwardMember2022-01-012022-03-310001163302us-gaap:DesignatedAsHedgingInstrumentMemberx:CommoditySwapMember2022-01-012022-03-310001163302x:CommoditySwapMemberus-gaap:NondesignatedMember2022-01-012022-03-310001163302x:SalesSwapMember2022-01-012022-03-310001163302srt:NaturalGasReservesMemberx:CommoditySwapMemberus-gaap:CashFlowHedgingMember2022-03-31utr:MMBTU0001163302srt:NaturalGasReservesMemberx:CommoditySwapMemberus-gaap:CashFlowHedgingMember2021-03-310001163302x:TinMemberx:CommoditySwapMemberus-gaap:CashFlowHedgingMember2022-03-31utr:T0001163302x:TinMemberx:CommoditySwapMemberus-gaap:CashFlowHedgingMember2021-03-310001163302x:CommoditySwapMemberx:ZincMemberus-gaap:CashFlowHedgingMember2022-03-310001163302x:CommoditySwapMemberx:ZincMemberus-gaap:CashFlowHedgingMember2021-03-310001163302x:CommoditySwapMemberus-gaap:ElectricityMemberus-gaap:CashFlowHedgingMember2022-03-310001163302x:CommoditySwapMemberus-gaap:ElectricityMemberus-gaap:CashFlowHedgingMember2021-03-310001163302x:CommoditySwapMemberx:IronOrePelletsMemberus-gaap:CashFlowHedgingMember2022-03-31x:metricTon0001163302x:CommoditySwapMemberx:IronOrePelletsMemberus-gaap:CashFlowHedgingMember2021-03-310001163302x:IronOrePelletsMemberx:ZeroCostCollarsMemberus-gaap:CashFlowHedgingMember2022-03-310001163302x:IronOrePelletsMemberx:ZeroCostCollarsMemberus-gaap:CashFlowHedgingMember2021-03-310001163302x:HotrolledCoilMemberx:SalesSwapMemberus-gaap:CashFlowHedgingMember2022-03-310001163302x:HotrolledCoilMemberx:SalesSwapMemberus-gaap:CashFlowHedgingMember2021-03-310001163302us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMember2022-03-31iso4217:EUR0001163302us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMember2021-03-310001163302us-gaap:CashFlowHedgingMemberus-gaap:AccountsReceivableMember2022-03-310001163302us-gaap:CashFlowHedgingMemberus-gaap:AccountsReceivableMember2021-12-310001163302us-gaap:AccountsPayableMemberus-gaap:CashFlowHedgingMember2022-03-310001163302us-gaap:AccountsPayableMemberus-gaap:CashFlowHedgingMember2021-12-310001163302x:InvestmentsAndLongTermReceivablesMemberus-gaap:CashFlowHedgingMember2022-03-310001163302x:InvestmentsAndLongTermReceivablesMemberus-gaap:CashFlowHedgingMember2021-12-310001163302us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:CashFlowHedgingMember2022-03-310001163302us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:CashFlowHedgingMember2021-12-310001163302x:SalesSwapMember2021-01-012021-03-310001163302x:SalesSwapMemberus-gaap:SalesMember2022-01-012022-03-310001163302x:SalesSwapMemberus-gaap:SalesMember2021-01-012021-03-310001163302x:CommoditySwapMember2022-01-012022-03-310001163302x:CommoditySwapMember2021-01-012021-03-310001163302x:CommoditySwapMemberus-gaap:CostOfSalesMember2022-01-012022-03-310001163302x:CommoditySwapMemberus-gaap:CostOfSalesMember2021-01-012021-03-310001163302us-gaap:ForeignExchangeForwardMember2021-01-012021-03-310001163302us-gaap:ForeignExchangeForwardMemberus-gaap:CostOfSalesMember2022-01-012022-03-310001163302us-gaap:ForeignExchangeForwardMemberus-gaap:CostOfSalesMember2021-01-012021-03-310001163302us-gaap:CostOfSalesMember2022-01-012022-03-310001163302us-gaap:SalesMember2022-01-012022-03-310001163302x:SalesSwapMemberus-gaap:NondesignatedMemberus-gaap:CostOfSalesMember2022-01-012022-03-310001163302x:SalesSwapMemberus-gaap:NondesignatedMemberus-gaap:CostOfSalesMember2021-01-012021-03-310001163302x:SeniorNotesDueTwentyThirtySevenMember2022-03-310001163302x:SeniorNotesDueTwentyThirtySevenMember2021-12-310001163302x:A2029SeniorSecuredNotesBigRiverSteelMember2022-03-310001163302x:A2029SeniorSecuredNotesBigRiverSteelMember2021-12-310001163302x:A2029SeniorNotesMember2022-03-310001163302x:A2029SeniorNotesMember2021-12-310001163302x:A2026SeniorConvertibleNotesMember2022-03-310001163302x:A2026SeniorConvertibleNotesMember2021-12-310001163302x:EnvironmentalRevenueBondsUSSteelMembersrt:MinimumMember2022-03-310001163302x:EnvironmentalRevenueBondsUSSteelMembersrt:MaximumMember2022-03-310001163302x:EnvironmentalRevenueBondsUSSteelMember2022-03-310001163302x:EnvironmentalRevenueBondsUSSteelMember2021-12-310001163302srt:MinimumMemberx:EnvironmentalRevenueBondsBigRiverSteelMember2022-03-310001163302x:EnvironmentalRevenueBondsBigRiverSteelMembersrt:MaximumMember2022-03-310001163302x:EnvironmentalRevenueBondsBigRiverSteelMember2022-03-310001163302x:EnvironmentalRevenueBondsBigRiverSteelMember2021-12-310001163302x:FinanceLeasesAndAllOtherObligationsUSSteelMember2022-01-012022-03-310001163302x:FinanceLeasesAndAllOtherObligationsUSSteelMember2022-03-310001163302x:FinanceLeasesAndAllOtherObligationsUSSteelMember2021-12-310001163302x:FinanceLeasesAndAllOtherObligationsBigRiverSteelMember2022-01-012022-03-310001163302x:FinanceLeasesAndAllOtherObligationsBigRiverSteelMember2022-03-310001163302x:FinanceLeasesAndAllOtherObligationsBigRiverSteelMember2021-12-310001163302x:ExportCreditAgreementMember2022-01-012022-03-310001163302x:ExportCreditAgreementMember2022-03-310001163302x:ExportCreditAgreementMember2021-12-310001163302x:FifthAmendedandRestatedCreditAgreementMember2022-01-012022-03-310001163302x:FifthAmendedandRestatedCreditAgreementMember2022-03-310001163302x:FifthAmendedandRestatedCreditAgreementMember2021-12-310001163302x:BigRiverSteelABLFacilityMember2022-01-012022-03-310001163302x:BigRiverSteelABLFacilityMember2022-03-310001163302x:BigRiverSteelABLFacilityMember2021-12-310001163302x:UsSteelKosiceRevolverMember2022-01-012022-03-310001163302x:UsSteelKosiceRevolverMember2022-03-310001163302x:UsSteelKosiceRevolverMember2021-12-310001163302x:UsSteelKosiceCreditFacilityMember2022-01-012022-03-310001163302x:UsSteelKosiceCreditFacilityMember2022-03-310001163302x:UsSteelKosiceCreditFacilityMember2021-12-310001163302us-gaap:ConvertibleDebtMemberx:A2026SeniorConvertibleNotesMember2019-10-310001163302us-gaap:CommonStockMemberus-gaap:ConvertibleDebtMemberx:A2026SeniorConvertibleNotesMember2019-10-012019-10-310001163302us-gaap:CommonStockMemberus-gaap:ConvertibleDebtMemberx:A2026SeniorConvertibleNotesMember2019-10-310001163302us-gaap:ConvertibleDebtMemberx:A2026SeniorConvertibleNotesMember2019-10-012019-10-310001163302us-gaap:RevolvingCreditFacilityMemberx:BigRiverSteelABLFacilityMember2021-07-230001163302us-gaap:RevolvingCreditFacilityMemberx:FifthAmendedandRestatedCreditAgreementMemberx:CovenantRequirementMember2022-03-310001163302us-gaap:RevolvingCreditFacilityMemberx:FifthAmendedandRestatedCreditAgreementMember2022-03-310001163302us-gaap:RevolvingCreditFacilityMemberx:UsSteelKosiceRevolverMember2021-09-290001163302us-gaap:RevolvingCreditFacilityMemberx:USSK20MillionUnsecuredCreditFacilityMember2022-03-310001163302x:StelcoMemberx:MinntacMineMember2020-04-300001163302x:StelcoMemberx:MinntacMineMember2020-04-302020-04-30x:installment0001163302us-gaap:EstimateOfFairValueFairValueDisclosureMember2022-03-310001163302us-gaap:CarryingReportedAmountFairValueDisclosureMember2022-03-310001163302us-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310001163302us-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-310001163302us-gaap:RetainedEarningsMember2021-12-310001163302us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001163302us-gaap:CommonStockMember2021-12-310001163302us-gaap:TreasuryStockMember2021-12-310001163302us-gaap:AdditionalPaidInCapitalMember2021-12-310001163302us-gaap:NoncontrollingInterestMember2021-12-310001163302us-gaap:RetainedEarningsMember2022-01-012022-03-310001163302us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-03-310001163302us-gaap:CommonStockMember2022-01-012022-03-310001163302us-gaap:TreasuryStockMember2022-01-012022-03-310001163302us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-310001163302srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2022-03-310001163302srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2022-03-310001163302srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AdditionalPaidInCapitalMember2022-03-310001163302us-gaap:RetainedEarningsMember2022-03-310001163302us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-03-310001163302us-gaap:CommonStockMember2022-03-310001163302us-gaap:TreasuryStockMember2022-03-310001163302us-gaap:AdditionalPaidInCapitalMember2022-03-310001163302us-gaap:NoncontrollingInterestMember2022-03-310001163302us-gaap:RetainedEarningsMember2020-12-310001163302us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001163302us-gaap:CommonStockMember2020-12-310001163302us-gaap:TreasuryStockMember2020-12-310001163302us-gaap:AdditionalPaidInCapitalMember2020-12-310001163302us-gaap:NoncontrollingInterestMember2020-12-310001163302us-gaap:RetainedEarningsMember2021-01-012021-03-310001163302us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-03-310001163302us-gaap:CommonStockMember2021-01-012021-03-310001163302us-gaap:TreasuryStockMember2021-01-012021-03-310001163302us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001163302us-gaap:RetainedEarningsMember2021-03-310001163302us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-310001163302us-gaap:CommonStockMember2021-03-310001163302us-gaap:TreasuryStockMember2021-03-310001163302us-gaap:AdditionalPaidInCapitalMember2021-03-310001163302us-gaap:NoncontrollingInterestMember2021-03-310001163302us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-12-310001163302us-gaap:AccumulatedTranslationAdjustmentMember2021-12-310001163302us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2021-12-310001163302us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-01-012022-03-310001163302us-gaap:AccumulatedTranslationAdjustmentMember2022-01-012022-03-310001163302us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2022-01-012022-03-310001163302us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-03-310001163302us-gaap:AccumulatedTranslationAdjustmentMember2022-03-310001163302us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2022-03-310001163302us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-12-310001163302us-gaap:AccumulatedTranslationAdjustmentMember2020-12-310001163302us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2020-12-310001163302us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-01-012021-03-310001163302us-gaap:AccumulatedTranslationAdjustmentMember2021-01-012021-03-310001163302us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2021-01-012021-03-310001163302us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-03-310001163302us-gaap:AccumulatedTranslationAdjustmentMember2021-03-310001163302us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2021-03-310001163302us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-01-012022-03-310001163302us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-01-012021-03-310001163302us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2022-01-012022-03-310001163302us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2021-01-012021-03-310001163302us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2022-01-012022-03-310001163302us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2021-01-012021-03-310001163302x:ProTecCoatingCompanyMember2022-03-310001163302x:ProTecCoatingCompanyMember2021-12-310001163302x:OtherEquityInvesteesMember2021-12-310001163302x:OtherEquityInvesteesMember2022-03-310001163302x:OutsideProcessingServicesMember2022-01-012022-03-310001163302x:OutsideProcessingServicesMember2021-01-012021-03-310001163302x:TaconitePelletsMember2022-01-012022-03-310001163302x:TaconitePelletsMember2021-01-012021-03-310001163302x:BusinessExitAndEmployeeSeveranceMember2022-01-012022-03-310001163302x:BusinessExitAndEmployeeSeveranceMember2021-01-012021-03-310001163302us-gaap:EmployeeSeveranceMember2021-12-310001163302us-gaap:FacilityClosingMember2021-12-310001163302x:NonCashChargesMember2021-12-310001163302us-gaap:EmployeeSeveranceMember2022-01-012022-03-310001163302us-gaap:FacilityClosingMember2022-01-012022-03-310001163302x:NonCashChargesMember2022-01-012022-03-310001163302us-gaap:EmployeeSeveranceMember2022-03-310001163302us-gaap:FacilityClosingMember2022-03-310001163302x:NonCashChargesMember2022-03-310001163302us-gaap:AccountsPayableMember2022-03-310001163302us-gaap:AccountsPayableMember2021-12-310001163302x:PayrollandBenefitsPayableMember2022-03-310001163302x:PayrollandBenefitsPayableMember2021-12-310001163302x:LiabilityPensionandOtherPostretirementandPostemploymentBenefitsNoncurrentMember2022-03-310001163302x:LiabilityPensionandOtherPostretirementandPostemploymentBenefitsNoncurrentMember2021-12-310001163302x:OtherNoncurrentLiabilitiesAndDeferredCreditsMember2022-03-310001163302x:OtherNoncurrentLiabilitiesAndDeferredCreditsMember2021-12-310001163302us-gaap:AsbestosIssueMember2022-03-31x:LegalMatter0001163302us-gaap:AsbestosIssueMember2022-01-012022-03-31x:Plaintiff0001163302us-gaap:AsbestosIssueMember2021-12-310001163302us-gaap:AsbestosIssueMember2021-01-012021-12-310001163302us-gaap:AsbestosIssueMember2018-12-31x:Claim_Group0001163302us-gaap:AsbestosIssueMember2019-01-012019-12-310001163302us-gaap:AsbestosIssueMember2019-12-310001163302us-gaap:AsbestosIssueMember2020-01-012020-12-310001163302us-gaap:AsbestosIssueMember2020-12-310001163302us-gaap:AccountsPayableMember2022-03-310001163302us-gaap:AccountsPayableMember2021-12-310001163302x:OtherNoncurrentLiabilitiesAndDeferredCreditsMember2022-03-310001163302x:OtherNoncurrentLiabilitiesAndDeferredCreditsMember2021-12-310001163302srt:MinimumMember2022-01-012022-03-310001163302srt:MaximumMember2022-01-012022-03-310001163302x:ProjectsWithOngoingStudyAndScopeDevelopmentMember2022-03-31x:Project0001163302x:ProjectsWithOngoingStudyAndScopeDevelopmentMembersrt:MinimumMember2022-01-012022-03-310001163302x:ProjectsWithOngoingStudyAndScopeDevelopmentMembersrt:MaximumMember2022-01-012022-03-310001163302x:SignificantProjectswithDefinedScopeMember2022-03-310001163302srt:MinimumMemberx:SignificantProjectswithDefinedScopeMember2022-03-310001163302x:GaryWorksProjectWithDefinedScopeMember2022-03-310001163302x:DuluthMember2022-03-310001163302x:GenevaProjectWithDefinedScopeMember2022-03-310001163302x:OtherEnvironmentalRemediationProjectsMember2022-03-310001163302x:OtherEnvironmentalRemediationProjectsMembersrt:MinimumMember2022-03-310001163302x:OtherEnvironmentalRemediationProjectsMembersrt:MaximumMember2022-03-310001163302x:EnvironmentalRemediationProjectsLessThanOneMillionMembersrt:MaximumMember2022-03-310001163302x:EnvironmentalRemediationProjectsLessThanOneMillionMember2022-03-31x:Allowances0001163302x:PurchaseOfEUAToCoverEstimated2022ShortfallMember2022-01-012022-03-3100011633022022-03-012022-03-310001163302us-gaap:SuretyBondMember2022-03-3100011633022021-10-2500011633022022-01-240001163302x:PublicOfferingMember2021-02-012021-02-280001163302x:PublicOfferingMember2021-04-012021-06-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2022
Or
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     

Commission file number 1-16811
x-20220331_g1.jpg
United States Steel Corporation
(Exact name of registrant as specified in its charter)
Delaware     25-1897152
(State or other jurisdiction of incorporation)     (IRS Employer Identification No.)
600 Grant Street, Pittsburgh, PA   15219-2800
(Address of principal executive offices)   (Zip Code)
(412) 433-1121
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
United States Steel Corporation Common Stock X New York Stock Exchange
United States Steel Corporation Common Stock X Chicago Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
Common stock outstanding at April 25, 2022 – 260,634,961 shares



INDEX
Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements:
1
2
3
4
5
Item 2.
Item 3.
Item 4.
PART II – OTHER INFORMATION
Item 1.
Item 1A.
Item 2
Item 3
Item 4.
Item 5.
Item 6.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “target,” “forecast,” “aim,” “should,” “plan,” “goal,” “future,” “will,” "may" and similar expressions or by using future dates in connection with any discussion of, among other things, the construction or operation of new or existing facilities, operating performance, trends, events or developments that we expect or anticipate will occur in the future, statements relating to volume changes, share of sales and earnings per share changes, anticipated cost savings, potential capital and operational cash improvements, anticipated disruptions to our operations and industry due to the COVID-19 pandemic, changes in global supply and demand conditions and prices for our products, international trade duties and other aspects of international trade policy, statements regarding our future strategies, products and innovations, statements regarding our greenhouse gas emissions intensity reduction goals and statements expressing general views about future operating results. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are not historical facts, but instead represent only the Company’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Management believes that these forward-looking statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our Company's historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, the risks and uncertainties described in this report and in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and those described from time to time in our future reports filed with the Securities and Exchange Commission.

References in this Quarterly Report on Form 10-Q to (i) "U. S. Steel," "the Company," "we," "us," and "our" refer to United States Steel Corporation and its consolidated subsidiaries unless otherwise indicated by the context, (ii) “Big River Steel” refer to Big River Steel Holdings LLC and its direct and indirect subsidiaries unless otherwise indicated by the context and (iii).”Transtar” refers to Transtar LLC and its direct and indirect subsidiaries unless otherwise indicated by the context.





UNITED STATES STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended March 31,
(Dollars in millions, except per share amounts) 2022 2021
Net sales:
Net sales $ 4,843  $ 3,369 
Net sales to related parties (Note 19) 391  295 
Total (Note 6) 5,234  3,664 
Operating expenses (income):
Cost of sales 3,823  3,074 
Selling, general and administrative expenses 117  102 
Depreciation, depletion and amortization 198  189 
Earnings from investees (36) (14)
Gain on equity investee transactions (Note 5)   (111)
Restructuring and other charges (Note 20) 17 
Net gain on sale of assets (2) — 
Other gains, net (1) (7)
Total 4,116  3,239 
Earnings before interest and income taxes 1,118  425 
Interest expense 50  92 
Interest income (1) (1)
Loss on debt extinguishment   255 
Other financial costs 2  18 
Net periodic benefit income (61) (31)
Net interest and other financial (benefits) costs (10) 333 
Earnings before income taxes 1,128  92 
Income tax expense (Note 12) 246 
Net earnings 882  91 
Less: Net earnings attributable to noncontrolling interests   — 
Net earnings attributable to United States Steel Corporation $ 882  $ 91 
Earnings per common share (Note 13):
Earnings per share attributable to United States Steel Corporation stockholders:
'-Basic
$ 3.37  $ 0.36 
'-Diluted
$ 3.02  $ 0.35 

The accompanying notes are an integral part of these condensed consolidated financial statements.
-1-


UNITED STATES STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended March 31,
(Dollars in millions) 2022 2021
Net earnings $ 882  $ 91 
Other comprehensive income (loss), net of tax:
Changes in foreign currency translation adjustments (28) (47)
Changes in pension and other employee benefit accounts (3) 24 
Changes in derivative financial instruments 22  (20)
Total other comprehensive loss, net of tax (9) (43)
Comprehensive income including noncontrolling interest 873  48 
Comprehensive income attributable to noncontrolling interest   — 
Comprehensive income attributable to United States Steel
Corporation
$ 873  $ 48 
The accompanying notes are an integral part of these condensed consolidated financial statements.
-2-


UNITED STATES STEEL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(Dollars in millions) March 31, 2022 December 31, 2021
Assets
Current assets:
Cash and cash equivalents (Note 7) $ 2,866  $ 2,522 
Receivables, less allowance of $40 and $44
2,267  1,968 
Receivables from related parties (Note 19) 148  121 
Inventories (Note 8) 2,663  2,210 
Other current assets 436  331 
Total current assets 8,380  7,152 
Long-term restricted cash (Note 7) 58  76 
Operating lease assets 174  185 
Property, plant and equipment 19,965  19,676 
Less accumulated depreciation and depletion 12,549  12,422 
Total property, plant and equipment, net 7,416  7,254 
Investments and long-term receivables, less allowance of $4 in both periods
727  694 
Intangibles, net (Note 9) 509  519 
Deferred income tax benefits (Note 12) 24  32 
Goodwill (Note 9) 920  920 
Other noncurrent assets 1,016  984 
Total assets $ 19,224  $ 17,816 
Liabilities
Current liabilities:
Accounts payable and other accrued liabilities $ 3,172  $ 2,809 
Accounts payable to related parties (Note 19) 171  99 
Payroll and benefits payable 407  425 
Accrued taxes 492  365 
Accrued interest 47  68 
Current operating lease liabilities 56  58 
Short-term debt and current maturities of long-term debt (Note 15) 60  28 
Total current liabilities 4,405  3,852 
Noncurrent operating lease liabilities 127  136 
Long-term debt, less unamortized discount and debt issuance costs (Note 15) 3,917  3,863 
Employee benefits 195  235 
Deferred income tax liabilities (Note 12) 216  122 
Deferred credits and other noncurrent liabilities 573  505 
Total liabilities 9,433  8,713 
Contingencies and commitments (Note 21)
Stockholders’ Equity (Note 17):
Common stock (282,244,228 and 279,522,227 shares issued) (Note 13)
282  280 
Treasury stock, at cost (21,552,955 shares and 15,708,839 shares)
(477) (334)
Additional paid-in capital 5,146  5,199 
Retained earnings 4,425  3,534 
Accumulated other comprehensive income (Note 18) 322  331 
Total United States Steel Corporation stockholders’ equity 9,698  9,010 
Noncontrolling interests 93  93 
Total liabilities and stockholders’ equity $ 19,224  $ 17,816 
The accompanying notes are an integral part of these condensed consolidated financial statements.
-3-


UNITED STATES STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
(Dollars in millions) 2022 2021
Increase (decrease) in cash, cash equivalents and restricted cash
Operating activities:
Net earnings $ 882  $ 91 
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, depletion and amortization 198  189 
Gain on equity investee transactions   (111)
Restructuring and other charges (Note 20) 17 
Loss on debt extinguishment   255 
Pensions and other postretirement benefits (60) (25)
Deferred income taxes (Note 12) 121 
Net gain on sale of assets (2) — 
Equity investee earnings, net of distributions received (36) (14)
Changes in:
Current receivables (355) (477)
Inventories (467) (183)
Current accounts payable and accrued expenses 360  386 
Income taxes receivable/payable 140 
All other, net (27) (12)
Net cash provided by operating activities 771  111 
Investing activities:
Capital expenditures (349) (136)
Acquisition of Big River Steel, net of cash acquired (Note 5)   (625)
Proceeds from sale of assets 4  — 
Other investing activities (7) (1)
Net cash used in investing activities (352) (762)
Financing activities:
Repayment of short-term debt (Note 15)   (180)
Revolving credit facilities - borrowings, net of financing costs (Note 15)   50 
Revolving credit facilities - repayments (Note 15)   (671)
Issuance of long-term debt, net of financing costs (Note 15) 4  826 
Repayment of long-term debt (Note 15) (6) (1,379)
Net proceeds from public offering of common stock (Note 22)   791 
Common stock repurchased (Note 22) (123) — 
Proceeds from government incentives (Note 21) 82  — 
Other financing activities (28) (10)
Net cash used in financing activities (71) (573)
Effect of exchange rate changes on cash (7) (12)
Net increase (decrease) in cash, cash equivalents and restricted cash 341  (1,236)
Cash, cash equivalents and restricted cash at beginning of year (Note 7) 2,600  2,118 
Cash, cash equivalents and restricted cash at end of period (Note 7) $ 2,941  $ 882 
Non-cash investing and financing activities:
Change in accrued capital expenditures $ 22  $
U. S. Steel common stock issued for employee/non-employee director stock plans 45  18 
Capital expenditures funded by finance lease borrowings 7 
Export Credit Agreement (ECA) financing   23 
The accompanying notes are an integral part of these condensed consolidated financial statements.
-4-



Notes to Condensed Consolidated Financial Statements (Unaudited)
1.     Basis of Presentation and Significant Accounting Policies
The year-end Consolidated Balance Sheet data was derived from audited statements but does not include all disclosures required for complete financial statements by accounting principles generally accepted in the United States of America (U.S. GAAP). The other information in these condensed financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair statement of the results for the periods covered, including assessment of certain accounting matters using all available information such as consideration of forecasted financial information in context with other information reasonably available to us. However, our future assessment of our 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. These condensed financial statements, including notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. Additional information is contained in the United States Steel Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which should be read in conjunction with these condensed financial statements.
2.    New Accounting Standards
In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective to public companies for fiscal years beginning after December 15, 2022, 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 ASU 2021-08 but does not believe it will have a material impact on its Condensed Consolidated Financial Statements.
3.    Recently Adopted Accounting Standards
In August 2020, the FASB issued Accounting Standards Update 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 also 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 earnings per share (EPS) for convertible instruments and contracts on an entity’s own equity. The update requires entities to use the If-Converted Method for calculating diluted earnings per share, retiring the previous alternative calculation of the Treasury Stock Method for calculating diluted earnings per share for convertible instruments.
U. S. Steel has adopted this guidance using the modified retrospective implementation method as of January 1, 2022. The cumulative effect of the changes made to our consolidated January 1, 2022, balance sheet for the adoption of ASU 2020-06 was as follows:
(in millions) Balance as of December 31, 2021 Adjustments due to ASU 2020-06 Balance as of January 1, 2022
Condensed Consolidated Balance Sheet
Assets
Deferred income tax benefits 32 4 36
Liabilities
Long-term debt, less unamortized discount and debt issuance costs 3,863 74 3,937
Deferred income tax liabilities 122 (15) 107
Equity
Additional paid-in capital 5,199 (78) 5,121
Retained Earnings 3,534 22 3,556
In November 2021, the FASB issued Accounting Standards Update 2021-10, Disclosures by Business Entities about Government Assistance (ASU 2021-10). ASU 2021-10 provides expanded annual disclosure requirements for business entities that account for a transaction with a government by applying a grant or contribution accounting model by
-5-


analogy. U. S. Steel adopted this guidance effective January 1, 2022. The adoption of this guidance did not have a material impact on the Company's Condensed Consolidated Financial Statements.
4.    Segment Information
U. S. Steel has four reportable segments: North American Flat-Rolled (Flat-Rolled), Mini Mill, U. S. Steel Europe (USSE); and Tubular Products (Tubular). The Mini Mill segment reflects the acquisition of Big River Steel after the purchase of the remaining equity interest on January 15, 2021 (see Note 5 for further details) and a new mini mill under construction in Osceola, Arkansas. The Tubular Products segment includes the electric arc furnace at our Fairfield Tubular Operations in Fairfield, Alabama. The results of our real estate businesses and of our former railroad business are combined and disclosed in the Other category.
The results of segment operations for the three months ended March 31, 2022 and 2021 are:
(In millions) Three Months Ended March 31, 2022
Customer
Sales
Intersegment
Sales
Net
Sales
Earnings
from
investees
Earnings (loss) before interest and income taxes
Flat-Rolled $ 2,954  $ 52  $ 3,006  $ 30  $ 513 
Mini Mill 718  130  848    278 
USSE 1,251  4  1,255    264 
Tubular 309  3  312  6  77 
Total reportable segments 5,232  189  5,421  36  1,132 
Other 2    2    7 
Reconciling Items and Eliminations   (189) (189)   (21)
Total $ 5,234  $   $ 5,234  $ 36  $ 1,118 
Three Months Ended March 31, 2021
Flat-Rolled $ 2,272  $ 43  $ 2,315  $ $ 146 
Mini Mill 450  62  512  —  132 
USSE 798  799  —  105 
Tubular 134  138  (29)
Total reportable segments 3,654  110  3,764  354 
Other 10  29  39 
Reconciling Items and Eliminations —  (139) (139) —  63 
Total $ 3,664  $ —  $ 3,664  $ 14  $ 425 
A summary of total assets by segment is as follows:
(In millions) March 31, 2022 December 31, 2021
Flat-Rolled $ 7,924  $ 7,337 
Mini Mill(a)
4,850  4,715 
USSE 6,400  6,111 
Tubular 1,072  1,054 
Total reportable segments $ 20,246  $ 19,217 
Other $ 123  $ 88 
Corporate, reconciling items, and eliminations(b)
(1,145) (1,489)
Total assets $ 19,224  $ 17,816 
(a)Includes assets of $587 million and $347 million at March 31, 2022 and December 31, 2021, respectively, related to a new mini mill under construction in Osceola, Arkansas.
(b)The majority of corporate, reconciling items, and eliminations is comprised of cash and the elimination of intersegment amounts.
-6-


The following is a schedule of reconciling items to consolidated earnings before interest and income taxes:
Three Months Ended March 31,
(In millions) 2022 2021
Items not allocated to segments:
Restructuring and other charges (Note 20) $ (17) $ (6)
Other charges, net (4) (42)
Gains on assets sold and previously held investments   111 
Total reconciling items $ (21) $ 63 

5.    Acquisitions and Dispositions

Big River Steel Acquisition
On January 15, 2021, U. S. Steel purchased the remaining equity interest in Big River Steel for approximately $625 million in cash net of $36 million and $62 million in cash and restricted cash received, respectively, and the assumption of liabilities of approximately $50 million. There were acquisition related costs of approximately $9 million recorded in 2021.

Prior to the closing of the acquisition on January 15, 2021, U. S. Steel accounted for its 49.9% equity interest in Big River Steel under the equity method as control and risk of loss were shared among the partnership members. Using step acquisition accounting the Company increased the value of its previously held equity investment to its fair value of $770 million which resulted in a gain of approximately $111 million. The gain was recorded in gain on equity investee transactions in the Condensed Consolidated Statement of Operations.

The acquisition has been accounted for in accordance with ASC 805, Business combinations. There were step-ups to fair value of approximately $308 million, $194 million and $24 million for property, plant and equipment, debt and inventory, respectively. An intangible asset for customer relationships and goodwill of approximately $413 million and $916 million were also recorded, respectively. Goodwill represents the excess of purchase price over the fair market value of the net assets. Goodwill is primarily attributable to Big River Steel's operational abilities, workforce and the anticipated benefits from their recent expansion and will be partially tax deductible. The inventory step-up was fully amortized as of March 31, 2021, the intangible asset will be amortized over a 22-year period and the debt step-up will be amortized over the contractual life of the underlying debt. See Note 15 for further details.

The value of Big River Steel was determined using Level 3 valuation techniques. Level 3 valuation techniques include inputs to the valuation methodology that are considered unobservable and significant to the fair value measurement. A significant factor in determining the 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. The model utilized a risk adjusted discount rate of 11.0% and a terminal growth rate of 2%.

The following table presents the allocation of the aggregate purchase price based on estimated fair values:

(in millions)
Assets Acquired:
Receivables $ 166 
Receivables with U. S. Steel (1)
99 
Inventories 184 
Other current assets 16 
Property, plant and equipment 2,188 
Intangibles 413 
Goodwill 916 
Other noncurrent assets 19 
Total Assets Acquired $ 4,001 
-7-


Liabilities Assumed:
Accounts payable and accrued liabilities $ 224 
Payroll and benefits payable 27 
Accrued taxes
Accrued interest 33 
Short-term debt and current maturities of long-term debt 29 
Long-term debt 1,997 
Deferred income tax liabilities 26 
Deferred credits and other long-term liabilities 211 
Total Liabilities Assumed $ 2,556 
Fair value of previously held investment in Big River Steel $ 770 
Purchase price, including assumed liabilities and net of cash acquired 675 
Difference in assets acquired and liabilities assumed $ 1,445 
(1) The transaction to purchase Big River Steel included receivables for payments made by Big River Steel on behalf of U. S. Steel for retention bonuses of $22 million that impacted the previously held equity investment and for U. S. Steel liabilities assumed in the purchase of approximately $50 million. In addition, there were assumed receivables of approximately $27 million for steel substrate sales from Big River Steel to U. S. Steel. The receivables with U. S. Steel eliminate in consolidation with offsetting intercompany payables from U. S. Steel.

The following unaudited pro forma information for U. S. Steel includes the results of the Big River Steel acquisition as if it had been consummated on January 1, 2020. The unaudited pro forma information is based on historical information and is adjusted for amortization of the intangible asset, property, plant and equipment and debt fair value step-ups discussed above. Non-recurring acquisition related items included in the 2020 period include $111 million for the gain on previously held equity investment, $9 million in acquisition related costs and $24 million in inventory step-up amortization related to the purchase of the remaining interest in Big River Steel. In addition, costs for non-recurring retention bonuses of $44 million that occurred in January 2021 prior to the purchase of the remaining equity interest are included in the 2020 period. The pro forma information does not include any anticipated cost savings or other effects of the integration of Big River Steel. Accordingly, the unaudited pro forma information does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations. Pro forma adjustments were not tax-effected in 2020 as U. S. Steel had a full valuation allowance on its domestic deferred tax assets.

Three Months Ended March 31,
(in millions) 2021 2020
Net sales $ 3,736  $ 2,994 
Net earnings (loss) $ 18  $ (367)

Transtar Disposition
On July 28, 2021, U. S. Steel completed the sale of 100 percent of its equity interests in its wholly-owned short-line railroad, Transtar, LLC (Transtar) to an affiliate of Fortress Transportation and Infrastructure Investors, LLC. The Company received net cash proceeds of $627 million, subject to certain customary adjustments as set forth in the Membership Interest Purchase Agreement, and recognized a pretax gain of approximately $506 million in 2021. In connection with the closing of the transaction, the Company entered into certain ancillary agreements including a railway services agreement, providing for continued rail services for its Gary and Mon Valley Works facilities, and a transition services agreement. Because Transtar does not represent a significant component of U. S. Steel's business and does not constitute a reportable business segment, its results through the date of disposition are reported in the Other category. See Note 4 for further details.

Other Transactions
In December 2021, the Company entered into an agreement to sell certain assets related to a component of its flat-roll business. As a result of this commitment, the Company has recognized a total of $106 million in restructuring-related charges during the fourth quarter 2021 and first quarter 2022. These charges are expected to be paid out on a long-term basis. This transaction is expected to result in a gain upon closure, which is subject to customary closing conditions.
-8-


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 real estate sales. Generally, U. S. Steel’s performance obligations are satisfied and revenue is recognized 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 tables disaggregate our revenue by product for each of the reportable business segments for the three months ended March 31, 2022 and 2021, respectively:

Net Sales by Product (In millions):
Three Months Ended March 31, 2022 Flat-Rolled Mini Mill USSE Tubular Other Total
Semi-finished $ 49  $   $ 1  $   $   $ 50 
Hot-rolled sheets 514  399  593      1,506 
Cold-rolled sheets 971  92  139      1,202 
Coated sheets 1,196  224  483      1,903 
Tubular products     15  306    321 
All Other (a)
224  3  20  3  2  252 
Total $ 2,954  $ 718  $ 1,251  $ 309  $ 2  $ 5,234 
(a) Consists primarily of sales of raw materials and coke making by-products.
Three Months Ended March 31, 2021 Flat-Rolled
Mini Mill (b)
USSE Tubular Other Total
Semi-finished $ 12  $ —  $ $ —  $ —  $ 15 
Hot-rolled sheets 450  249  386  —  —  1,085 
Cold-rolled sheets 784  79  83  —  —  946 
Coated sheets 878  121  298  —  —  1,297 
Tubular products —  —  10  128  —  138 
All Other (a)
148  18  10  183 
Total $ 2,272  $ 450  $ 798  $ 134  $ 10  $ 3,664 
(a) Consists primarily of sales of raw materials and coke making by-products.
(b) Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big River Steel.

7.     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:
(In millions) March 31, 2022 December 31, 2021 March 31, 2021
Cash and cash equivalents $ 2,866  $ 2,522  $ 753 
Restricted cash in other current assets 17 
Restricted cash in other noncurrent assets 58  76  122 
      Total cash, cash equivalents and restricted cash $ 2,941  $ 2,600  $ 882 

Amounts included in restricted cash represent cash balances which are legally or contractually restricted, primarily for electric arc furnace construction, environmental and other capital projects and insurance purposes.
-9-


8.    Inventories
The LIFO method is the predominant method of inventory costing for our Flat-Rolled and Tubular segments. The FIFO and moving average methods are the predominant inventory costing methods for our Mini Mill segment and the FIFO method is the predominant inventory costing method for our USSE segment. At March 31, 2022 and December 31, 2021, the LIFO method accounted for 41 percent and 46 percent of total inventory values, respectively.
(In millions) March 31, 2022 December 31, 2021
Raw materials $ 1,098  $ 713 
Semi-finished products 1,112  1,056 
Finished products 407  388 
Supplies and sundry items 46  53 
Total $ 2,663  $ 2,210 
Current acquisition costs were estimated to exceed the above inventory values by $1.62 billion and $896 million at March 31, 2022 and December 31, 2021, respectively. As a result of the liquidation of LIFO inventories, cost of sales decreased and earnings before interest and income taxes increased by $8 million and $1 million for the three months ended March 31, 2022 and 2021, respectively.
9.     Intangible Assets and Goodwill
Intangible assets that are being amortized on a straight-line basis over their estimated useful lives are detailed below:
As of March 31, 2022 As of December 31, 2021
(In millions) Useful
Lives
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Customer relationships
22 Years
$ 413  $ 22  $ 391  $ 413  $ 18  $ 395 
Patents
5-15 Years
17  11  6  17  11 
Energy Contract
2 Years
54  17  37  54  11  43 
Total amortizable intangible assets $ 484  $ 50  $ 434  $ 484  $ 40  $ 444 
Total estimated amortization expense for the remainder of 2022 is $31 million. We expect approximately $120 million in annual amortization expense through 2027 and approximately $282 million in remaining amortization expense thereafter.
The carrying amount of acquired water rights with indefinite lives as of March 31, 2022 and December 31, 2021 totaled $75 million.
Below is a summary of goodwill by segment for the three months ended March 31, 2022:
Flat-Rolled Mini Mill USSE Tubular Total
Balance at December 31, 2021 $   $ 916  $ 4  $   $ 920 
Additions          
Balance at March 31, 2022 $   $ 916  $ 4  $   $ 920 
-10-


10.    Pensions and Other Benefits
The following table reflects the components of net periodic benefit (income) cost for the three months ended March 31, 2022 and 2021:
Pension Benefits Other Benefits
(In millions) 2022 2021 2022 2021
Service cost $ 11  $ 14  $ 2  $
Interest cost 39  40  12  12 
Expected return on plan assets (89) (89) (22) (20)
Amortization of prior service credit   —  (7) (7)
Amortization of actuarial net loss (gain) 18  38  (13) (6)
Net periodic benefit cost (income), excluding below (21) (28) (18)
Multiemployer plans 19  19    — 
Settlement, termination and curtailment losses (a)
1  —     
Net periodic benefit cost (income) $ (1) $ 22  $ (28) $ (18)
(a) During the three months ended March 31, 2022, pension benefits incurred special termination charges of approximately $1 million due to workforce restructuring.
Employer Contributions
During the first three months of 2022, U. S. Steel made cash payments of $18 million to the Steelworkers Pension Trust and $1 million of pension payments not funded by trusts.
During the first three months of 2022, cash payments of $12 million were made for other postretirement benefit payments not funded by trusts.
Company contributions to defined contribution plans totaled $11 million and $10 million for the three months ended March 31, 2022 and 2021, respectively.

11.    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, or its designee, under the 2005 Stock Incentive Plan (2005 Plan) and the 2016 Omnibus Incentive Compensation Plan, as amended and restated (Omnibus Plan). The Company's stockholders approved the Omnibus Plan and authorized the Company to issue up to 32,700,000 shares of U. S. Steel common stock under the Omnibus Plan. While the awards that were previously granted under the 2005 Plan remain outstanding, all future awards will be granted under the Omnibus Plan. As of March 31, 2022, there were 9,339,845 shares available for future grants under the Omnibus Plan.

Recent grants of stock-based compensation consist of restricted stock units, total stockholder return (TSR) performance awards and return on capital employed (ROCE) performance awards. Shares of common stock under the Omnibus Plan are issued from authorized, but unissued stock. The following table is a summary of the awards made under the Omnibus Plan during the first three months of 2022 and 2021.
2022 2021
Grant Details
Shares(a)
Fair Value(b)
Shares(a)
Fair Value(b)
Restricted Stock Units 1,169,470  $ 24.27  1,418,380  $ 17.92 
Performance Awards (c)
     TSR 225,030  $ 28.53  306,930  $ 19.46 
     ROCE (d)
396,280  $ 23.60  485,900  $ 17.92 
(a) The share amounts shown in this table do not reflect an adjustment for estimated forfeitures.
(b) Represents the per share weighted average for all grants during the period.
(c) The number of performance awards shown represents the target share grant of the award.
(d) A portion of ROCE awards granted in 2022 and 2021 are not shown in the table because they were granted in cash.

U. S. Steel recognized pretax stock-based compensation expense in the amount of $16 million and $11 million in the three-month periods ended March 31, 2022 and 2021, respectively.

-11-


As of March 31, 2022, total future compensation expense related to nonvested stock-based compensation arrangements was $91 million, and the weighted average period over which this expense is expected to be recognized is approximately 22 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 average 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 have been no stock options granted since 2017 other than the 171,000 performance-based stock options granted in December 2021, which are further described below.

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 171,000 performance-based stock options granted in December 2021 do not become vested and exercisable until the Company's 20-trading day average closing stock price meets or exceeds the following stock price hurdles during the seven-year period beginning on the grant date, as follows:

20-trading day Average Closing Stock Price Achievement During 7-Year Period Beginning on Grant Date
Percentage of Performance-Based Stock Options Exercisable
$ 35.00  33.33  %
$ 45.00  33.33  %
$ 55.00  33.34  %

Stock Awards
Restricted stock units 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. Restricted stock units granted in connection with new-hire or retention grants generally cliff vest three years from the date of the grant.

TSR performance awards may vest at varying levels at the end of a three-year performance period if U. S. Steel's total stockholder return compared to the total stockholder return of a peer group of companies meets specified performance criteria with each year in the three-year performance period weighted at 20 percent and the full three-year performance weighted at 40 percent. TSR performance awards can vest at between zero and 200 percent of the target award. The fair value of the TSR performance awards is calculated using a Monte Carlo simulation.

ROCE performance awards may vest at the end of a three-year performance period contingent upon meeting the specified ROCE performance metric. For the 2022 ROCE performance awards, each year in the three-year performance period is weighted at 20 percent and the full three-year period is weighted at 40 percent of the total award. ROCE performance awards can vest between zero and 200 percent of the target award. The fair value of the ROCE performance awards is the average market price of the underlying common stock on the date of grant.

In December 2021, special performance-based restricted stock unit awards (PSUs) were granted to members of the Company’s executive leadership team. Shares are earned based on the achievement of certain pre-set quantitative performance criteria during the four-year performance period, January 1, 2022 through December 31, 2025. Shares may vest following the expiration of the Performance Period if the Company satisfies the performance criteria.

The Chief Executive Officer was granted PSUs that vest with the following, equally weighted, performance metrics: (i) EBITDA margin expansion, (ii) greenhouse gas emissions intensity reduction, (iii) asset portfolio optimization, (iv) leverage metrics and (v) corporate relative valuation. Other members of the executive leadership team were granted PSUs that vest with performance criteria related to: (i) on time and on budget completion of the second mini mill (30% of the grant), (ii) EBITDA margin expansion (40% of the grant) and (iii) greenhouse gas emissions intensity reduction (30% of the grant).

For the PSU awards, a payout is achievable at threshold (50% of target), target (100% of target) or maximum (200% of target) performance achievement. Payout amounts will be interpolated between the threshold, target and maximum amounts.
-12-


12.    Income Taxes
Tax provision
For the three months ended March 31, 2022 and 2021, the Company recorded a tax provision of $246 million and $1 million, respectively. The Company also recorded an increase in its long-term state deferred tax asset of $4 million and a decrease in its long-term federal deferred tax liability of $15 million related to the adoption of ASU 2020-06. The tax provisions for the first three months of 2022 and 2021 were based on an estimated annual effective rate, which requires management to make its best estimate of annual pretax income or loss and discrete items recognized during the period.

The tax provision for the three months ended March 31, 2021 includes a $4 million benefit relating to favorably settling prior tax period state income tax matters. Due to the full valuation allowance on our domestic deferred tax assets, the tax provision in 2021 does not reflect any material tax expense for domestic pretax earnings.

Throughout the year, management regularly updates forecasted annual pretax results for the various countries in which we operate based on changes in factors such as prices, shipments, product mix, plant operating performance and cost estimates. To the extent that actual 2022 pretax results for U.S. and foreign income or loss vary from estimates applied herein, the actual tax provision or benefit recognized in 2022 could be materially different from the forecasted amount used to estimate the tax provision for the three months ended March 31, 2022.
13.    Earnings and Dividends Per Common Share
Earnings Per Share Attributable to United States Steel Corporation Stockholders
The effect of dilutive securities on weighted average common shares outstanding included in the calculation of diluted earnings per common share for the three months ended March 31, 2022 and March 31, 2021 were as follows.
Three Months Ended March 31,
(Dollars in millions, except per share amounts) 2022 2021
Earnings attributable to United States Steel Corporation stockholders $ 882  $ 91 
Weighted-average shares outstanding (in thousands):
Basic 261,453  249,351 
Effect of Senior Convertible Notes (a)
26,194  8,467 
Effect of stock options, restricted stock units and performance awards 5,620  4,151 
Adjusted weighted-average shares outstanding, diluted (a)
293,267  261,969 
Basic earnings per common share $ 3.37  $ 0.36 
Diluted earnings per common share $ 3.02  $ 0.35 
Excluded from the computation of diluted earnings per common share due to their anti-dilutive effect were 0.6 million and 1.4 million outstanding securities granted under the Omnibus Plan for the three months ended March 31, 2022 and 2021, respectively.
Dividends Paid Per Share
The dividend for the first quarter of 2022 and 2021 was five cents and one cent per common share, respectively.
14.    Derivative Instruments
U. S. Steel uses foreign exchange forward sales contracts (foreign exchange forwards) with maturities up to 31 months to manage our currency requirements and exposure to foreign currency exchange rate fluctuations. The USSE and Flat-Rolled segments use hedge accounting for their foreign exchange forwards. The Mini Mill segment has not elected hedge accounting; therefore, the changes in the fair value of their foreign exchange forwards are recognized immediately in the Consolidated Statements of Operations (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, electricity and iron ore pellets (commodity purchase swaps). We elected cash flow hedge accounting for commodity purchase swaps for natural gas, zinc and tin and iron ore pellets and use mark-to-market accounting for electricity swaps. The maximum derivative contract duration for commodity purchase swaps where hedge accounting was elected and was not elected is 9 months and 21 months, respectively.

U. S. Steel has entered into financial swaps that are used to partially manage the sales price risk of certain hot-rolled coil sales (sales swaps) and iron ore pellet sales (zero cost collars). Both the sales swaps and the zero cost collars are accounted for using hedge accounting and have maturities of up to 9 months.
-13-


The table below shows the outstanding swap quantities used to hedge forecasted purchases and sales as of March 31, 2022 and March 31, 2021:
Hedge Contracts Classification March 31, 2022 March 31, 2021
Natural gas (in mmbtus) Commodity purchase swaps 43,265,000 26,223,000
Tin (in metric tons) Commodity purchase swaps 2,430 1,555
Zinc (in metric tons) Commodity purchase swaps 15,679 19,021
Electricity (in megawatt hours) Commodity purchase swaps 724,320 1,074,720
Iron ore pellets (in metric tons) Commodity purchase swaps 30,000
Iron ore pellets (in metric tons) Zero-cost collars 1,080,000
Hot-rolled coils (in tons) Sales swaps 110,000 192,720
Foreign currency (in millions of euros) Foreign exchange forwards 311  237 
Foreign currency (in millions of dollars) Foreign exchange forwards $ 158  $

The following summarizes the fair value amounts included in our Condensed Consolidated Balance Sheets as of March 31, 2022, and December 31, 2021:
Balance Sheet Location (in millions) March 31, 2022 December 31, 2021
Designated as Hedging Instruments
Accounts receivable $ 103  $ 42 
Accounts payable 98  59 
Investments and long-term receivables  
Other long-term liabilities 3 
Not Designated as Hedging Instruments
Accounts receivable 13 
Investments and long-term receivables 7 

The table below summarizes the effect of hedge accounting on Accumulated Other Comprehensive Income (AOCI) and amounts reclassified from AOCI into earnings for the three months ended March 31, 2022 and 2021:
Gain (Loss) on Derivatives in AOCI Amount of Gain (Loss) Recognized in Income
(In millions) Three Months Ended March 31, 2022 Three Months Ended March 31, 2021
Location of Reclassification from AOCI (a)
Three Months Ended March 31, 2022 Three Months Ended March 31, 2021
Sales swaps $ (57) $ (44) Net sales $ (26) $ (10)
Commodity purchase swaps 88  10 
Cost of sales (b)
22  (1)
Foreign exchange forwards (2) 19  Cost of sales 8  (5)
(a) The earnings impact of our hedging instruments substantially offsets the earnings impact of the related hedged items resulting in immaterial ineffectiveness.
(b) Costs for commodity purchase swaps are recognized in cost of sales as products are sold.
At current contract values, $86 million currently in AOCI as of March 31, 2022 will be recognized as a decrease in cost of sales over the next year and $81 million currently in AOCI as of March 31, 2022 will be recognized as a decrease in net sales over the next year.
The loss recognized for foreign exchange forwards and financial swaps where hedge accounting was not elected was $9 million for the three months ended March 31, 2022. The loss recognized for foreign exchange forwards and financial swaps where hedge accounting was not elected was $9 million for the three months ended March 31, 2021.
-14-


15.    Debt
(In millions) Issuer/Borrower Interest
Rates %
Maturity March 31, 2022 December 31, 2021
2037 Senior Notes U. S. Steel 6.650 2037 350  350 
2029 Senior Secured Notes Big River Steel 6.625 2029 720  720 
2029 Senior Notes U. S. Steel 6.875 2029 748  750 
2026 Senior Convertible Notes U. S. Steel 5.000 2026 350  350 
Environmental Revenue Bonds U. S. Steel
4.125 - 6.750
2024 - 2050 647  647 
Environmental Revenue Bonds Big River Steel
4.500 - 4.750
2049 752  752 
Finance leases and all other obligations U. S. Steel Various 2022 - 2029 74  67 
Finance leases and all other obligations Big River Steel Various 2022 - 2031 126  122 
Export Credit Agreement U. S. Steel Variable 2031 136  136 
Credit Facility Agreement U. S. Steel Variable 2024   — 
Big River Steel ABL Facility Big River Steel Variable 2026   — 
USSK Credit Agreement U. S. Steel Kosice Variable 2026   — 
USSK Credit Facility U. S. Steel Kosice Variable 2024   — 
Total Debt 3,903  3,894 
Less unamortized discount, premium, and debt issuance costs (74)
Less short-term debt, long-term debt due within one year, and short-term issuance costs 60  28 
Long-term debt $ 3,917  $ 3,863 

2029 Senior Notes
During the three months ended March 31, 2022, open market repurchases were made of approximately $2 million of aggregate principal on the 6.875% Senior Notes due 2029. An immaterial amount of repurchase premium was incurred related to the repayment.

2026 Senior Convertible Notes
In October 2019, U. S. Steel issued $350 million of 5.00% Senior Convertible Notes due November 1, 2026 (2026 Senior Convertible Notes). Interest on the 2026 Senior Convertible Notes is payable semi-annually on May 1 and November 1 of each year. The initial conversion rate for the 2026 Senior Convertible Notes is 74.8391 shares of U. S. Steel common stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $13.36 per share of common stock, subject to adjustment pursuant to the 2026 Senior Convertible Notes indenture. Based on the initial conversion rate, the 2026 Senior Convertible Notes are convertible into 26,193,685 shares of U. S. Steel common stock and we reserved for the possible issuance of 33,396,930 shares, which is the maximum amount that could be issued upon conversion. Prior to August 1, 2026, holders of notes may convert all or a portion of their notes at their option only upon the satisfaction of specified conditions and during certain periods. On or after August 1, 2026, holders may convert all or a portion of their notes prior to the maturity date. Upon conversion, we will satisfy the obligation with cash, common stock, or a combination thereof, at our election. U. S. Steel may not redeem the 2026 Senior Convertible Notes prior to November 5, 2023. On or after November 5, 2023 and prior to August 1, 2026, if the price per share of U. S. Steel's common stock has been at least 130% of the conversion price for specified periods, U. S. Steel may redeem all or a portion of the 2026 Senior Convertible Notes at a cash redemption price of 100% of the principal amount, plus accrued and unpaid interest.

If U. S. Steel undergoes a fundamental change, as defined in the 2026 Senior Convertible Notes, holders may require us to repurchase the 2026 Senior Convertible Notes in whole or in part for cash at a price equal to 100% of the principal amount of the 2026 Senior Convertible Notes to be purchased plus any accrued and unpaid interest up to, but excluding the repurchase date.
-15-



Big River Steel - Sustainability Linked ABL Facility
Big River Steel's amended senior secured asset-based revolving credit facility (Big River Steel ABL Facility) matures on July 23, 2026. The facility is secured by first-priority liens on accounts receivable and inventory and certain other assets and second priority liens on most tangible and intangible assets of Big River Steel in each case subject to permitted liens. Additionally, the amendment includes sustainability targets related to carbon reduction, safety performance and facility certification by ResponsibleSteel™.

The Big River Steel ABL Facility provides for borrowings for working capital and general corporate purposes in an amount equal up to the lesser of (a) $350 million and (b) a borrowing base calculated based on specified percentages of eligible accounts receivables and inventory, subject to certain adjustments and reserves.

Big River Steel LLC must maintain a fixed charge coverage ratio of at least 1.00 to 1.00 for the most recent twelve consecutive months when availability under the Big River Steel ABL Facility is less than the greater of ten percent of the borrowing base availability and $13 million. Based on the most recent four quarters as of March 31, 2022, Big River Steel would have met the fixed charge coverage ratio test. The facility includes affirmative and negative covenants and events of default that are customary for facilities of this type.

There were no loans outstanding under the Big River Steel ABL Facility at March 31, 2022.

U. S. Steel - Sustainability Linked Credit Facility Agreement
U. S. Steel's Fifth Amended and Restated Credit Facility Agreement (Credit Facility Agreement) matures on October 25, 2024. The facility is secured by first-priority liens on certain accounts receivable and inventory and includes targets related to carbon reduction, safety performance and facility certification by ResponsibleSteel™.

The Credit Facility Agreement provides for borrowings for working capital and general corporate purchases in an amount equal to the lesser of (a) $1,750 million or (b) a borrowing base calculated based on specified percentages of eligible accounts receivable and inventory, subject to certain adjustments and reserves. As of March 31, 2022, there were approximately $4 million of letters of credit issued and no loans drawn under the Credit Facility Agreement. 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 ten percent of the total aggregate commitments and $175 million. Based on the most recent four quarters as of March 31, 2022, the Company would have met the fixed charge coverage ratio test.

U. S. Steel Košice (USSK) Credit Facilities
On September 29, 2021, USSK entered into a €300 million (approximately $333 million) unsecured sustainability linked credit agreement (USSK Credit Agreement). The USSK Credit Agreement matures in 2026 and contains sustainability targets related to carbon reduction, safety performance and facility certification by ResponsibleSteel™. At March 31, 2022, USSK had no borrowings under the USSK Credit Agreement.

At March 31, 2022, USSK had no borrowings under its €20 million credit facility (approximately $22 million) (USSK Credit Facility) and the availability was approximately $14 million due to approximately $8 million of customs and other guarantees outstanding.
16.    Fair Value of Financial Instruments
The carrying value of cash and cash equivalents, current accounts and notes receivable, accounts payable and accrued interest included in the Condensed Consolidated Balance Sheet approximate fair value. See Note 14 for disclosure of U. S. Steel’s derivative instruments, which are accounted for at fair value on a recurring basis.
Stelco Option for Minntac Mine Interest
On April 30, 2020 (Effective Date), the Company entered into an Option Agreement with Stelco, Inc. (Stelco), that grants Stelco the option to purchase a 25 percent interest (Option Interest) in a to-be-formed entity (Joint Venture) that will own the Company’s current iron ore mine located in Mt. Iron, Minnesota (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 Condensed 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.
-16-


The following table summarizes U. S. Steel’s financial liabilities that were not carried at fair value at March 31, 2022 and December 31, 2021. The fair value of long-term debt was determined using Level 2 inputs.
March 31, 2022 December 31, 2021
(In millions) Fair
Value
Carrying
Amount
Fair
Value
Carrying
Amount
Financial liabilities:
Long-term debt (a)
$ 4,508  $ 3,777  $ 4,379  $ 3,702 
(a) Excludes finance lease obligations.


17.    Statement of Changes in Stockholders’ Equity

The following table reflects the first three months of 2022 and 2021 reconciliation of the carrying amount of total equity, equity attributable to U. S. Steel and equity attributable to noncontrolling interests:

Three Months Ended March 31, 2022 (In millions) Total Retained Earnings Accumulated
Other
Comprehensive
Income
Common
Stock
Treasury
Stock
Paid-in
Capital
Non-
Controlling
Interest
Balance at beginning of year $ 9,103  $ 3,534  $ 331  $ 280  $ (334) $ 5,199  $ 93 
Comprehensive income (loss):
Net earnings 882  882           
Other comprehensive income (loss), net of tax:
Pension and other benefit adjustments (3)   (3)        
Currency translation adjustment (28)   (28)        
Derivative financial instruments 22    22         
Employee stock plans 7      2  (20) 25   
Common Stock Repurchased (123)       (123)    
Dividends paid on common stock (13) (13)          
Cumulative effect upon adoption of Accounting Standards Update 2020-06 (56) 22        (78)  
Balance at March 31, 2022 $ 9,791  $ 4,425  $ 322  $ 282  $ (477) $ 5,146  $ 93 

Three Months Ended March 31, 2021 (In millions) Total Accumulated Deficit Accumulated
Other
Comprehensive
Loss
Common
Stock
Treasury
Stock
Paid-in
Capital
Non-
Controlling
Interest
Balance at beginning of year $ 3,879  $ (623) $ (47) $ 229  $ (175) $ 4,402  $ 93 
Comprehensive income (loss):
Net earnings 91  91           
Other comprehensive income (loss), net of tax:
Pension and other benefit adjustments 24    24         
Currency translation adjustment (47)   (47)        
Derivative financial instruments (20)   (20)        
Employee stock plans 6      2  (7) 11   
Common Stock Issued 790      48  742   
Dividends paid on common stock (3)       (3)  
Balance at March 31, 2021 $ 4,720  $ (532) $ (90) $ 279  $ (182) $ 5,152  $ 93 
-17-


18.    Reclassifications from Accumulated Other Comprehensive Income (AOCI)

(In millions) Pension and
Other Benefit
Items
Foreign
Currency
Items
Unrealized (Loss) Gain on Derivatives Total
Balance at December 31, 2021 $ (25) $ 371  $ (15) $ 331 
Other comprehensive (loss) income before reclassifications (2) (28) 15  (15)
Amounts reclassified from AOCI (a)
(1)   7  6 
Net current-period other comprehensive (loss) income (3) (28) 22  (9)
Balance at March 31, 2022 $ (28) $ 343  $ 7  $ 322 
Balance at December 31, 2020 $ (458) $ 449  $ (38) $ (47)
Other comprehensive loss before reclassifications —  (47) (34) (81)
Amounts reclassified from AOCI (a)
24  —  14  38 
Net current-period other comprehensive income (loss) 24  (47) (20) (43)
Balance at March 31, 2021 $ (434) $ 402  $ (58) $ (90)
(a) See table below for further details.

Amount reclassified from AOCI
Three Months Ended March 31,
Details about AOCI components (in millions) 2022 2021
Amortization of pension and other benefit items (a)
Prior service credits $ (7) $ (7)
Actuarial losses 6  31 
Settlement, termination and curtailment losses   — 
Total pensions and other benefits items (1) 24 
Derivative reclassifications to Condensed Consolidated Statements of Operations 10  15 
Total before tax 9  39 
Tax provision (3) (1)
Net of tax $ 6  $ 38 
(a) These AOCI components are included in the computation of net periodic benefit cost. See Note 10 for additional details.
19.    Transactions with Related Parties
Related party sales and service transactions are primarily related to equity investees and were $391 million and $295 million for the three months ended March 31, 2022 and 2021.
Accounts payable to related parties include balances due to PRO-TEC Coating Company, LLC (PRO-TEC) of $170 million and $98 million at March 31, 2022 and December 31, 2021, 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 $1 million for both periods ending March 31, 2022 and December 31, 2021, respectively.
Purchases from related parties for outside processing services provided by equity investees amounted to $7 million and $20 million for the three months ended March 31, 2022 and 2021, respectively. Purchases of iron ore pellets from related parties amounted to $25 million and $24 million for the three months ended March 31, 2022 and 2021, respectively.
20.    Restructuring and Other Charges
During the three months ended March 31, 2022, the Company recorded restructuring and other charges of $17 million related to the planned sale of a component within the Flat-Rolled segment. Cash payments were made related to severance and exit costs of approximately $23 million.
During the three months ended March 31, 2021, the Company recorded restructuring and other charges of $6 million. Cash payments were made related to severance and exit costs of approximately $29 million.
-18-


The activity in the accrued balances incurred in relation to restructuring during the three months ended March 31, 2022 were as follows:

(In millions) Employee Related Costs Exit Costs Non-cash Charges Total
Balance at December 31, 2021 $ 91  $ 149  $ —  $ 240 
Additional charges 18  (1)   17 
Cash payments/utilization (a)
(7) (21)   (28)
Balance at March 31, 2022 $ 102  $ 127  $   $ 229 
(a)$5 million of payments were made from the pension fund trust assets in the Employee Related Costs column.

Accrued liabilities for restructuring programs are included in the following balance sheet lines:

(In millions) March 31, 2022 December 31, 2021
Accounts payable $ 31  $ 34 
Payroll and benefits payable 1 
Employee benefits 101  88 
Deferred credits and other noncurrent liabilities 96  116 
Total $ 229  $ 240 
21.    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 Condensed 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 March 31, 2022, U. S. Steel was a defendant in approximately 919 active asbestos cases involving approximately 2,509 plaintiffs. The vast majority of these cases involve multiple defendants. About 1,545, or approximately 61 percent, of these plaintiff claims are currently pending in a jurisdiction which permits filings with massive numbers of plaintiffs. At December 31, 2021, U. S. Steel was a defendant in approximately 915 active asbestos cases involving approximately 2,505 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 period and the prior three years:
Period ended Opening
Number
of Claims
Claims
Dismissed,
Settled and
Resolved
New Claims Closing
Number
of Claims
December 31, 2019 2,320 195 265 2,390
December 31, 2020 2,390 240 295 2,445
December 31, 2021 2,445 198 258 2,505
March 31, 2022 2,505 61 65 2,509
-19-


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. The Company engages an outside valuation consultant to assist in assessing its ability to estimate an accrual for unasserted claims. This assessment is based on the Company's settlement experience, including recent claims trends. The analysis focuses 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:
(In millions) Three Months Ended March 31, 2022
Beginning of period $ 158 
Accruals for environmental remediation deemed probable and reasonably estimable 1 
Obligations settled (8)
End of period $ 151 
Accrued liabilities for remediation activities are included in the following Condensed Consolidated Balance Sheet lines:
(In millions) March 31, 2022 December 31, 2021
Accounts payable and other accrued liabilities $ 64  $ 65 
Deferred credits and other noncurrent liabilities 87  93 
Total $ 151  $ 158 
Expenses related to remediation are recorded in cost of sales and were immaterial for both the three-month periods ended March 31, 2022 and March 31, 2021. 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 15 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, the Company categorizes projects as follows:
(1)Projects with Ongoing Study and Scope Development - 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-UPI LLC (UPI) and the former steelmaking plant at Joliet, Illinois. As of March 31, 2022, 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.
-20-


(2)Projects with Significant Accrued liabilities with a Defined Scope - As of March 31, 2022, there are three significant projects with defined scope greater than or equal to $5 million each, with a total accrued liability of $96 million. These projects are Gary Resource Conservation and Recovery Act (the RCRA) (accrued liability of $24 million), Duluth Works (accrued liability of $53 million) and the former Geneva facility (accrued liability of $19 million).
(3)Other Projects with a Defined Scope - These projects involve 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 March 31, 2022 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 March 31, 2022 was approximately $5 million. The Company does 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 $24 million at March 31, 2022 and were based on known scopes of work.
Administrative and Legal Costs – As of March 31, 2022, U. S. Steel had an accrued liability of $10 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. Such capital expenditures totaled $5 million and $3 million in the first three months of 2022 and 2021, 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.
European Union (the EU) Environmental Requirements - Phase IV of the EU Emissions Trading System (the EU ETS) commenced on January 1, 2021 and will finish on December 31, 2030. The European Commission issued final approval of the Slovak National Allocation table in July 2021. The Slovak Ministry of Environment, after consent from the European Commission, allocated the full amount of 2021 free allowances to USSE in December 2021. In addition, a portion of the 2022 expected free allowances were received by USSE in February 2022. In the fourth quarter of 2020, USSE started purchasing European Union Allowances (EUA) for the Phase IV period. As of March 31, 2022, we have pre-purchased approximately 3.8 million EUA totaling €168 million (approximately $186 million) to fully cover the estimated 2021 shortfall and 1.5 million EUA totaling €95 million (approximately $105 million) to cover the expected 2022 shortfall of emission allowances..
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 were €138 million (approximately $153 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 March 31, 2022. 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. 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 $151 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 March 31, 2022.
Other contingencies Under certain 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 $14 million at March 31, 2022). No liability has been recorded for these guarantees as the potential loss is not probable.
The Company's project to develop a new highly sustainable and technologically advanced steel mill in Osceola, Arkansas qualifies for financing and related economic incentives associated with the acquisition, development, construction, and
-21-


operation of the facility. These incentives consist of advance lump-sum payments which are included in deferred credits and other noncurrent liabilities on the condensed consolidated balance sheet. In March 2022, the Company received a lump-sum payment of approximately $82 million from proceeds from the sale of tax credits under the State of Arkansas's Recycling Tax Credit (RTC) program. These funds are to be used primarily for the acquisition of project related equipment, however they may also be used for the training and development of new employees hired for the project. The Company is contingently liable for certain repayment penalties if the Company fails to meet certain employment requirements in any given period. Deferred income will be recognized into other gains, net in the accompanying condensed consolidated statements of operations on a systematic basis over the periods in which the Company earns the granted funds by complying with the investment and employment requirements of the grant programs.
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 $295 million as of March 31, 2022, 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 the 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 $75 million and $78 million at March 31, 2022 and December 31, 2021, respectively.
Capital Commitments At March 31, 2022, U. S. Steel’s contractual commitments to acquire property, plant and equipment totaled $1.875 billion.
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):
Remainder of 2022 2023 2024 2025 2026 Later
Years
Total
$438 $562 $339 $335 $259 $741 $2,674
The majority of U. S. Steel’s unconditional purchase obligations relates to the supply of industrial gases, and certain energy and utility services with terms ranging from two to 14 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 March 31, 2022, if U. S. Steel were to terminate the agreement, it may be obligated to pay in excess of $57 million.
Total payments relating to unconditional purchase obligations were $217 million and $200 million for the three months ended March 31, 2022 and 2021, respectively.
22.    Common Stock Issued and Repurchased
On October 25, 2021, the Board of Directors authorized 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. On January 24, 2022 the Board of Directors authorized an additional $500 million under the stock repurchase program. U. S. Steel repurchased 5,031,970 shares of common stock for approximately $123 million under this program during the three months ended March 31, 2022.
In February 2021, U. S. Steel issued 48.3 million shares of common stock for net proceeds of approximately $790 million, of which $1 million in issuance costs were paid during the three months ended June 30, 2021.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
-22-


Overview

For the three months ended March 31, 2022, the Company delivered record first quarter performance. The Flat-rolled segment’s performance reflected the impact of fixed price contracts that reset significantly higher for 2022 which offset lower sales volumes. In addition, the Company commenced construction of a pig iron facility at Gary Works during the three months ended March 31, 2022. The Mini Mill segment continues to deliver significant gross margin performance. In the U. S. Steel Europe segment, strong performance was primarily the result of favorable pricing partially offset by unfavorable raw material and energy costs. In Tubular, we are well-positioned to profitably serve the U.S. energy market resurgence. Our Electric Arc Furnace (EAF) and Tubular operations in Fairfield as well as our suite of proprietary connections offer comprehensive solutions for our customers.

In February 2022, Russia invaded Ukraine and active conflict continues in the country. The war in Ukraine will likely continue to cause disruption and instability in Russia, Ukraine, and the markets in which we operate. The Company is constantly monitoring the situation for impacts and risks to the business and is implementing risk mitigating strategies where possible.

As a result of the invasion, governments around the world, including the European Union (EU) and the United States, have enacted sanctions against Russia and Russian interests. We are complying with all applicable sanctions that impact our business.

United States Steel Europe (USSE) purchases certain raw materials from sources that procure supply from Russia, including natural gas, iron ore and coal. Since the onset of the war, and before, USSE has been building its inventory of iron ore and coal and procuring them through alternate sources. Current levels of iron ore and coal are sufficient to serve customer demand in the second quarter.

With the EU prohibiting purchases of coal from suppliers in Russia, new purchases of coal originating from Russia have stopped. The Company has built up sufficient inventory on site or in-transit to meet current customer demand. Efforts to secure alternate sources of supply are underway to continue meeting demand.

Additionally, in response to sanctions, Russia has cut off supply of natural gas to certain countries, including Poland and Bulgaria. We understand that the country of Slovakia has natural gas storage levels that are sufficient to cover Slovakia's consumption through the near term and expects additional shipments from Russian sources of natural gas in the quarter. While not expected, if a natural gas crisis is declared in Slovakia, operations at our USSE business could be materially adversely impacted.

Future sanctions and responsive actions in the region remain uncertain, but we continue to engage with various governmental authorities and suppliers as we navigate the volatile situation. Our team in USSE has been engaged in humanitarian efforts related to the war, and we continue to operate to support the region's people and economy.
RESULTS OF OPERATIONS
U. S. Steel's results in the three months ended March 31, 2022 compared to the same period in 2021 benefited from significantly improved business conditions in each of the Company's four reportable segments:

North American Flat-Rolled (Flat-Rolled): Flat-Rolled results improved primarily due to higher steel prices across most consumer and manufacturing industries, with both spot and contract prices higher than pricing in the prior year period. The benefit of pricing was partially offset by lower volumes and increased raw material costs.

Mini Mill: Mini Mill results improved primarily due to higher steel prices across most customer and manufacturing industries and from a full current quarter of results compared to a partial prior quarter with the acquisition of Big River Steel occurring on January 15, 2021. The benefit of higher net sales was partially offset by higher costs, primarily related to raw materials.

U. S. Steel Europe (USSE): USSE results improved primarily due to higher steel prices and stronger demand, which were partially offset by increased raw materials and energy costs.

Tubular Products (Tubular): Tubular results improved primarily due to higher steel demand and prices from the steady increase of drilling activity. These benefits were partially offset by higher raw materials, operating costs and continued high levels of imports.

Net sales by segment for the three months ended March 31, 2022 and 2021 are set forth in the following table:
-23-


Three Months Ended March 31,
(Dollars in millions, excluding intersegment sales) 2022 2021 % Change
Flat-Rolled Products (Flat-Rolled) $ 2,954  $ 2,272  30  %
Mini Mill (a)
718  450  60  %
U. S. Steel Europe (USSE) 1,251  798  57  %
Tubular Products (Tubular) 309  134  131  %
     Total sales from reportable segments 5,232  3,654  43  %
Other 2  10  (80) %
Net sales $ 5,234  $ 3,664  43  %
(a) Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big River Steel.

Management’s analysis of the percentage change in net sales for U. S. Steel’s reportable business segments for the three months ended March 31, 2022 versus the three months ended March 31, 2021 is set forth in the following table:

Steel Products (a)
Volume Price Mix Acquisition Variance
FX (b)
Other (c)
Net
Change
Flat-Rolled (15) % 41  % —  % n/a —  % % 29  %
Mini Mill (d)
(8) % 41  % —  % 26  % —  % % 60  %
USSE % 58  % —  % n/a (8) % —  % 57  %
Tubular 40  % 96  % (3) % n/a —  % (2) % 131  %
(a) Excludes intersegment sales.
(b) Foreign currency translation effects.
(c) Primarily of sales of raw materials and coke making by-products.
(d) Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big River Steel.

Net sales for the three months ended March 31, 2022 compared to the same period in 2021 were $5,234 million and $3,664 million, respectively.
For the Flat-Rolled segment the increase in sales primarily resulted from higher average realized prices ($480 per ton) across products, partially offset by decreased shipments (385 thousand tons) across most products.
For the Mini Mill segment the increase in sales primarily resulted from higher realized prices ($405 per ton) across all products and increased shipments (60 thousand tons) as a result of the partial period of the Company's controlling interest in Big River Steel in Q1 2021.
For the USSE segment the increase in sales primarily resulted from higher average realized prices ($361 per ton) across all products and increased shipments (67 thousand tons) across most products.
For the Tubular segment the increase in sales primarily resulted from higher average realized prices ($977 per net ton) and increased shipments (39 thousand tons).

Selling, general and administrative expenses

Selling, general and administrative expenses were $117 million in the three months ended March 31, 2022 compared to $102 million in the three months ended March 31, 2021. The increase in expenses in the three months ended March 31, 2022 versus the same period in 2021 primarily in our Mini Mill and USSE segments from higher profit, variable or incentive based costs.

Restructuring and other charges
During the three months ended March 31, 2022 and March 31, 2021 the Company recorded restructuring and other charges of $17 million and $6 million. See Note 20 to the Condensed Consolidated Financial Statements for further details.

Operating configuration adjustments

The Company also adjusted its operating configuration in response to 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 providing Best for All profitable steel solutions for all stakeholders.

Idled Operations

-24-


In December 2019, U. S. Steel announced that it would indefinitely idle a significant portion of Great Lakes Works due to market conditions including continued high levels of imports. The Company began idling the iron and steelmaking facilities in March 2020 and the hot strip mill rolling facility in June 2020.

In 2020, we took actions to adjust our footprint by idling certain operations to better align production with customer demand and respond to the impacts from the COVID-19 pandemic. The operations that were initially idled in 2020 and remained idle as of March 31, 2022 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 March 31, 2022 the carrying value of the idled fixed assets for facilities noted above was: Granite City Works Blast Furnace A, $60 million; Lone Star Tubular Operations, $5 million; Lorain Tubular Operations, $65 million and Wheeling Machine Product's production facility, immaterial.

In December 2021, the Company permanently idled the steelmaking operations at its Great Lakes Works facility. The coil finishing process continues to operate and the iron making process at Great Lakes Works remains idled for an indefinite period of time. The carrying value of the remaining Great Lakes Works indefinitely idled facilities was approximately $155 million as of March 31, 2022. In addition, in March 2022, the Company permanently idled the finishing facilities at its East Chicago Tin operations, which had been idled on an indefinite basis during 2019.

Earnings (loss) before interest and income taxes by segment is set forth in the following table:
Three months ended March 31, %
Change
(Dollars in millions) 2022 2021
Flat-Rolled $ 513  $ 146  251  %
Mini Mill (a)
278  132  111  %
USSE 264  105  151  %
Tubular 77  (29) 366  %
Total earnings from reportable segments 1,132  354  220  %
Other 7  (13) %
Segment earnings before interest and income taxes 1,139  362  215  %
Items not allocated to segments:
Restructuring and other charges (17) (6)
Other charges, net (4) (42)
Gains on asset sold and previously held investments —  111 
Total earnings before interest and income taxes $ 1,118  $ 425  163  %
(a) Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big River Steel.

Segment results for Flat-Rolled
Three months ended March 31, %
Change
2022 2021
Earnings before interest and taxes ($ millions) $ 513  $ 146  251  %
Gross margin 23  % 15  % %
Raw steel production (mnt) 2,205  2,581  (15) %
Capability utilization 68  % 62  % %
Steel shipments (mnt) 1,947  2,332  (17) %
Average realized steel price per ton $ 1,368  $ 888  54  %

The increase in Flat-Rolled results for the three months ended March 31, 2022 compared to the same period in 2021 was primarily due to:
increased average realized prices, including mix (approximately $955 million)
increased coke, iron ore and other non-steel sales (approximately $35 million)
favorable equity investees income (approximately $30 million),
-25-


these changes were partially offset by:
decreased shipments (approximately $95 million)
higher raw material costs (approximately $165 million)
higher energy costs (approximately $75 million)
increased operating costs (approximately $185 million)
higher other costs predominantly variable compensation (approximately $135 million).
Gross margin for the three months ended March 31, 2022 compared to the same period in 2021 increased primarily as a result of higher average realized prices.
Segment results for Mini Mill (a)
Three Months Ended March 31, %
Change
2022 2021
Earnings before interest and taxes ($ millions) $ 278  132  111  %
Gross margin 46  % 36  % 10  %
Raw steel production (mnt) 601  510  18  %
Capability utilization 74  % 75  % (1) %
Steel shipments (mnt) 507  447  13  %
Average realized steel price per ton $ 1,372  $ 967  42  %
(a) Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big River Steel.
The increase in Mini Mill results for the three months ended March 31, 2022 compared to the same period in 2021 was primarily due to:
increased average realized prices, including mix (approximately $245 million)
increased shipments (approximately $25 million) as a result of the partial period of the Company's controlling interest in Big River Steel in Q1 2021.
these changes were partially offset by:
higher raw material costs (approximately $75 million)
increased operating costs (approximately $15 million)
higher energy costs (approximately $5 million)
higher other costs, primarily variable compensation (approximately $30 million).
Gross margin for the three months ended March 31, 2022 compared to the same period in 2021 increased primarily as a result of higher average realized prices.
Segment results for USSE
Three Months Ended March 31, %
Change
2022 2021
Earnings before interest and taxes ($ millions) $ 264  $ 105  151  %
Gross margin 24  % 17  % %
Raw steel production (mnt) 1,088  1,197  (9) %
Capability utilization 88  % 97  % (9) %
Steel shipments (mnt) 1,110  1,043  %
Average realized steel price per ($/ton) $ 1,109  $ 748  48  %
Average realized steel price per (€/ton) 988  620  59