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, ~~2020~~2021



			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

United States Steel ~~Corporation~~Corporation

(Exact name of registrant as specified in its charter)



~~Delaware~~	~~1-16811~~	~~25-1897152~~
~~(State or other jurisdiction of incorporation)~~	~~(Commission File Number)~~	~~(IRS Employer Identification No.)~~

Delaware

1-16811

25-1897152

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

600 Grant Street

Pittsburgh

15219-2800

(Address of principal executive offices)

(Zip Code)

(~~412~~) (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 and posted 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 and post 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, or 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

Accelerated filer

Non-accelerated filer

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.

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 ~~27, 2020~~26, 2021 – ~~170,375,833~~269,661,330 shares

INDEX



					Page
PART I – FINANCIAL INFORMATION
			Item 1.	Financial Statements:
				Condensed Consolidated Statement of Operations (Unaudited)	1
				Condensed Consolidated Statement of Comprehensive Income (Loss) (Unaudited)	2
				Condensed Consolidated Balance Sheet (Unaudited)	3
				Condensed Consolidated Statement of Cash Flows (Unaudited)	4
				Notes to Condensed Consolidated Financial Statements (Unaudited)	5
			Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3127
			Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4939
			Item 4.	Controls and Procedures	5039
PART II – OTHER INFORMATION
			Item 1.	Legal Proceedings	5140
			Item ~~1A.~~4.	~~Risk Factors~~Mine Safety Disclosure	5844
			Item 4.5.	~~Mine Safety Disclosure~~Other Information	5944
			Item 5.6.	~~Issuer Purchases of Equity Securities~~Exhibits	5945
	~~Item 6.~~	~~Exhibits~~	59
SIGNATURE					6046
WEB SITE POSTING					6046

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains information that may constitute ~~”forward-looking~~“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~~.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,"~~“should,” “will,” "may" and similar expressions or by using future dates in connection with any discussion of, among other things, 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, ~~U. S. Steel's future ability or plans~~anticipated disruptions to ~~take ownership~~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, the integration of Big River Steel ~~joint venture as a wholly owned subsidiary,~~in our existing business, business strategies related to the combined business 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, risks related to the satisfaction of the conditions of creating the joint venture with Stelco in the anticipated time frame or at all and the possibility that the option will not be exercised by Stelco, possible production or operations interruptions related to the novel coronavirus (COVID-19) pandemic that could disrupt supply or delivery of, or demand for, the Company's products, as well as the risks and uncertainties described in this report and in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, our Quarterly Reports on Form 10-Q 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, and (ii) “Big River Steel” refer to Big River Steel Holdings 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)	2021		2020
Net sales:
Net sales	$	3,369	$	2,397
Net sales to related parties (Note 19)	295		351
Total (Note 6)	3,664		2,748
Operating expenses (income):
Cost of sales	3,080		2,605
Selling, general and administrative expenses	96		72
Depreciation, depletion and amortization	189		160
(Earnings) loss from investees	(14)		8
Asset impairment charges (Note 1)	0		263
Gain on equity investee transactions	(111)		(31)
Restructuring and other charges (Note 20)	6		41

Other (gains) losses, net	(7)		5
Total	3,239		3,123
Earnings (loss) before interest and income taxes	425		(375)
Interest expense	92		50
Interest income	(1)		(4)
Loss on debt extinguishment	255		0
Other financial costs (gains)	18		(3)
Net periodic benefit income	(31)		(8)
Net interest and other financial costs	333		35
Earnings (loss) before income taxes	92		(410)
Income tax provision (benefit) (Note 12)	1		(19)
Net earnings (loss)	91		(391)
Less: Net earnings attributable to noncontrolling interests	0		0
Net earnings (loss) attributable to United States Steel Corporation	$	91	$	(391)
Earnings (loss) per common share (Note 13):
Earnings (loss) per share attributable to United States Steel Corporation stockholders:
-Basic	$	0.36	$	(2.30)
-Diluted	$	0.35	$	(2.30)

Three Months Ended
March 31,
(Dollars in millions, except per share amounts) 2020 2019
Net sales:
Net sales $ 2,397
$ 3,124
Net sales to related parties (Note 20) 351
375
Total (Note 6) 2,748
3,499
Operating expenses (income):
Cost of sales (excludes items shown below) 2,605
3,172
Selling, general and administrative expenses 72
78
Depreciation, depletion and amortization 160
143
Loss (earnings) from investees 8
(9 )
Tubular asset impairment charges (Notes 1 and 10) 263
—
Gain on equity investee transactions (31 ) —
Restructuring and other charges (Note 21) 41
—
Net loss on sale of assets —
4
Other losses, net 5
—
Total 3,123
3,388
(Loss) earnings before interest and income taxes (375 ) 111
Interest expense 50
34
Interest income (4 ) (5 )
Other financial benefits (3 ) (3 )
Net periodic benefit (income) cost (other than service cost) (8 ) 23
Net interest and other financial costs 35
49
(Loss) earnings before income taxes (410 ) 62
Income tax (benefit) provision (Note 13) (19 ) 8
Net (loss) earnings (391 ) 54
Less: Net earnings attributable to noncontrolling interests —
—
Net (loss) earnings attributable to United States Steel Corporation $ (391 ) $ 54
(Loss) earnings per common share (Note 14):
(Loss) earnings per share attributable to United States Steel Corporation stockholders:
-Basic $ (2.30 ) $ 0.31
-Diluted $ (2.30 ) $ 0.31

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

-1-

UNITED STATES STEEL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three Months Ended March 31,
(Dollars in millions)	2021		2020
Net earnings (loss)	$	91	$	(391)
Other comprehensive (loss) income, net of tax:
Changes in foreign currency translation adjustments	(47)		(23)
Changes in pension and other employee benefit accounts	24		52
Changes in derivative financial instruments	(20)		(5)
Total other comprehensive (loss) income, net of tax	(43)		24
Comprehensive income (loss) including noncontrolling interest	48		(367)
Comprehensive income attributable to noncontrolling interest	0		0
Comprehensive income (loss) attributable to United States Steel Corporation	$	48	$	(367)

Three Months Ended
March 31,
(Dollars in millions) 2020 2019
Net (loss) earnings $ (391 ) $ 54
Other comprehensive income (loss), net of tax:
Changes in foreign currency translation adjustments (23 ) (17 )
Changes in pension and other employee benefit accounts 52
32
Changes in derivative financial instruments (5 ) 15
Total other comprehensive income, net of tax 24
30
Comprehensive (loss) income including noncontrolling interest (367 ) 84
Comprehensive income attributable to noncontrolling interest —
—
Comprehensive (loss) income attributable to United States Steel Corporation $ (367 ) $ 84

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, 2020			December 31, 2019			(Dollars in millions)	March 31, 2021		December 31, 2020
Assets							Assets
Current assets:							Current assets:
Cash and cash equivalents (Note 7)	$	1,350		$	749		Cash and cash equivalents (Note 7)	$	753	$	1,985
Receivables, less allowance of $33 and $28	1,085			956
Receivables from related parties (Note 20)	87			221
Receivables, less allowance of $33 and $34							Receivables, less allowance of $33 and $34	1,517		914
Receivables from related parties (Note 19)							Receivables from related parties (Note 19)	102		80
Inventories (Note 8)	2,075			1,785			Inventories (Note 8)	1,750		1,402
Other current assets	89			102			Other current assets	128		51
Total current assets	4,686			3,813			Total current assets	4,250		4,432
Long-term restricted cash (Note 7)	143			188			Long-term restricted cash (Note 7)	122		130
Operating lease assets (Note 9)	246			230
Operating lease assets							Operating lease assets	210		214
Property, plant and equipment	17,131			17,077			Property, plant and equipment	19,910		17,704
Less accumulated depreciation and depletion	11,724			11,630			Less accumulated depreciation and depletion	12,347		12,260
Total property, plant and equipment, net	5,407			5,447			Total property, plant and equipment, net	7,563		5,444
Investments and long-term receivables, less allowance of $8 and $5	1,421			1,466
Intangibles – net (Note 10)	134			150
Deferred income tax benefits (Note 13)	5			19
Investments and long-term receivables, less allowance of $5 in both periods							Investments and long-term receivables, less allowance of $5 in both periods	545		1,177
Intangibles, net (Note 9)							Intangibles, net (Note 9)	539		129
Deferred income tax benefits (Note 12)							Deferred income tax benefits (Note 12)	14		22
Goodwill (Note 9)							Goodwill (Note 9)	909		4
Other noncurrent assets	324			295			Other noncurrent assets	537		507
Total assets	$	12,366		$	11,608		Total assets	$	14,689	$	12,059
Liabilities							Liabilities
Current liabilities:							Current liabilities:
Accounts payable and other accrued liabilities	$	2,033		$	1,970		Accounts payable and other accrued liabilities	$	2,402	$	1,779
Accounts payable to related parties (Note 20)	100			84
Accounts payable to related parties (Note 19)							Accounts payable to related parties (Note 19)	126		105
Payroll and benefits payable	325			336			Payroll and benefits payable	285		308
Accrued taxes	118			116			Accrued taxes	168		154
Accrued interest	42			45			Accrued interest	60		59
Current operating lease liabilities (Note 9)	60			60
Current portion of long-term debt (Note 16)	99			14
Current operating lease liabilities							Current operating lease liabilities	58		59
Short-term debt and current maturities of long-term debt (Note 15)							Short-term debt and current maturities of long-term debt (Note 15)	45		192
Total current liabilities	2,777			2,625			Total current liabilities	3,144		2,656
Noncurrent operating lease liabilities (Note 9)	193			177
Long-term debt, less unamortized discount and debt issuance costs (Note 16)	4,616			3,627
Noncurrent operating lease liabilities							Noncurrent operating lease liabilities	161		163
Long-term debt, less unamortized discount and debt issuance costs (Note 15)							Long-term debt, less unamortized discount and debt issuance costs (Note 15)	5,787		4,695
Employee benefits	584			532			Employee benefits	288		322
Deferred income tax liabilities (Note 13)	6			4
Deferred income tax liabilities (Note 12)							Deferred income tax liabilities (Note 12)	54		11
Deferred credits and other noncurrent liabilities	464			550			Deferred credits and other noncurrent liabilities	535		333
Total liabilities	8,640			7,515			Total liabilities	9,969		8,180
Contingencies and commitments (Note 22)
Stockholders’ Equity (Note 18):
Common stock (179,027,981 and 178,555,206 shares issued) (Note 14)	179			179
Treasury stock, at cost (8,653,246 and 8,509,337 shares)	(175		)	(173		)
Contingencies and commitments (Note 21)							Contingencies and commitments (Note 21)	0		0
Stockholders’ Equity (Note 17):							Stockholders’ Equity (Note 17):
Common stock (278,698,208 and 229,105,589 shares issued) (Note 13)							Common stock (278,698,208 and 229,105,589 shares issued) (Note 13)	279		229
Treasury stock, at cost (9,046,965 shares and 8,673,131 shares)							Treasury stock, at cost (9,046,965 shares and 8,673,131 shares)	(182)		(175)
Additional paid-in capital	4,024			4,020			Additional paid-in capital	5,152		4,402
Retained earnings	151			544
Accumulated other comprehensive loss (Note 19)	(454		)	(478		)
Accumulated deficit							Accumulated deficit	(532)		(623)
Accumulated other comprehensive loss (Note 18)							Accumulated other comprehensive loss (Note 18)	(90)		(47)
Total United States Steel Corporation stockholders’ equity	3,725			4,092			Total United States Steel Corporation stockholders’ equity	4,627		3,786
Noncontrolling interests	1			1			Noncontrolling interests	93		93
Total liabilities and stockholders’ equity	$	12,366		$	11,608		Total liabilities and stockholders’ equity	$	14,689	$	12,059

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)	2021		2020
Increase (decrease) in cash, cash equivalents and restricted cash
Operating activities:
Net earnings (loss)	$	91	$	(391)
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, depletion and amortization	189		160
Asset impairment charges (Note 1)	0		263
Gain on equity investee transactions	(111)		(31)
Restructuring and other charges (Note 20)	6		41
Loss on debt extinguishment	255		0
Pensions and other postretirement benefits	(25)		(1)
Deferred income taxes (Note 12)	3		6

Equity investee (earnings) loss, net of distributions received	(14)		8
Changes in:
Current receivables	(477)		(97)
Inventories	(183)		(204)
Current accounts payable and accrued expenses	386		139
Income taxes receivable/payable	3		3
All other, net	(12)		(38)
Net cash provided by (used in) operating activities	111		(142)
Investing activities:
Capital expenditures	(136)		(282)
Acquisition of Big River Steel, net of cash acquired (Note 5)	(625)		0
Proceeds from sale of assets	0		1
Proceeds from sale of ownership interests in equity investees	0		8
Other investing activities	(1)		(4)
Net cash used in investing activities	(762)		(277)
Financing activities:
Repayment of short-term debt (Note 15)	(180)		0
Revolving credit facilities - borrowings, net of financing costs (Note 15)	50		1,202
Revolving credit facilities - repayments (Note 15)	(671)		(281)
Issuance of long-term debt, net of financing costs (Note 15)	826		67
Repayment of long-term debt (Note 15)	(1,379)		(2)
Proceeds from public offering of common stock (Note 22)	791		0
Other financing activities	(10)		(3)
Net cash (used in) provided by financing activities	(573)		983
Effect of exchange rate changes on cash	(12)		(6)
Net (decrease) increase in cash, cash equivalents and restricted cash	(1,236)		558
Cash, cash equivalents and restricted cash at beginning of year (Note 7)	2,118		939
Cash, cash equivalents and restricted cash at end of period (Note 7)	$	882	$	1,497

Three Months Ended
March 31,
(Dollars in millions) 2020 2019
Increase (decrease) in cash, cash equivalents and restricted cash
Operating activities:
Net (loss) earnings $ (391 ) $ 54
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, depletion and amortization 160
143
Tubular asset impairment charges (Notes 1 and 10) 263
—
Gain on equity investee transactions (31 ) —
Restructuring and other charges (Note 21) 41
—
Pensions and other postretirement benefits (1 ) 30
Deferred income taxes (Note 13) 6
6
Net loss on sale of assets —
4
Equity investee earnings, net of distributions received 8
(9 )
Changes in:
Current receivables (97 ) (124 )
Inventories (204 ) (50 )
Current accounts payable and accrued expenses 139
(73 )
Income taxes receivable/payable 3
41
All other, net (38 ) 7
Net cash (used in) provided by operating activities (142 ) 29
Investing activities:
Capital expenditures (282 ) (302 )
Proceeds from sale of assets 1
—
Proceeds from sale of ownership interests in equity investees 8
—
Investments, net (4 ) —
Net cash used in investing activities (277 ) (302 )
Financing activities:
Revolving credit facilities - borrowings, net of financing costs (Note 16) 1,202
—
Revolving credit facilities - repayments (Note 16) (281 ) —
Issuance of long-term debt, net of financing costs (Note 16) 67
—
Repayment of long-term debt (Note 16) (2 ) —
Common stock repurchased (Note 24) —
(42 )
Dividends paid (2 ) (9 )
Taxes paid for equity compensation plans (Note 12) (1 ) (5 )
Net cash provided by (used in) financing activities 983
(56 )
Effect of exchange rate changes on cash (6 ) (2 )
Net increase (decrease) in cash, cash equivalents and restricted cash 558
(331 )
Cash, cash equivalents and restricted cash at beginning of year (Note 7) 939
1,040
Cash, cash equivalents and restricted cash at end of period (Note 7) $ 1,497
$ 709

Supplemental Cash Flow Information:
Non-cash investing and financing activities:
Change in accrued capital expenditures $ (66 ) $ (32 )
U. S. Steel common stock issued for employee/non-employee director stock plans 17
15
Capital expenditures funded by finance lease borrowings 29
16
Export Credit Agreement (ECA) financing 34
—


Non-cash investing and financing activities:
Change in accrued capital expenditures	$	5	$	(66)
U. S. Steel common stock issued for employee/non-employee director stock plans	18		17
Capital expenditures funded by finance lease borrowings	1		29
Export Credit Agreement (ECA) financing	23		34

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

United States Steel Corporation (U. S. Steel, or the Company) produces and sells steel products, including flat-rolled and tubular products, in North America and Europe. Operations in North America also include iron ore and coke production facilities, railroad services and real estate operations. Operations in Europe also include coke production facilities.

The year-end ~~Condensed~~ 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.~~covered, including assessment of certain accounting matters using all available information including consideration of forecasted financial information in context with other information reasonably available to us. However, our future assessment of 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, ~~2019,~~2020, which should be read in conjunction with these condensed financial statements.

~~Property, plant and equipment~~

U. S. Steel evaluates impairment of its property, plant and equipment whenever circumstances indicate that the carrying value may not be recoverable. We evaluate impairment of long-lived assets at the asset group level. Our asset groups are Flat-Rolled, welded tubular, seamless tubular and U. S. Steel Europe (USSE). Asset ~~impairments are recognized when the carrying value of an asset group exceeds its recoverable amount as determined by the asset group's aggregate projected discounted cash flows.~~

For the period ended March 31, 2020, the steep decline in oil prices that resulted from market oversupply and declining demand was considered a triggering event for the welded tubular and seamless tubular asset groups. A quantitative analysis was completed for both asset groups and a $263 million impairment, consisting of an impairment of $196 million for property, plant and equipment and $67 million for intangible assets ~~(See Note 10)~~ was recorded for the welded tubular asset group while 0no impairment was indicated for the seamless tubular asset group. There were no triggering events that required an impairment evaluation of our long-lived asset groups as of March 31, 2021.

2. New Accounting Standards

In ~~March~~August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ~~2020-04,~~2020-06, ~~Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, (ASU ~~2020-04)~~2020-06). ASU ~~2020-04 provides optional exceptions~~2020-06 simplifies the accounting for ~~applying generally accepted accounting principles~~certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 requires entities to ~~modifications~~provide expanded disclosures about the terms and features of convertible instruments and amends certain guidance in ASC 260 on the computation of EPS for convertible instruments and contracts ~~hedging relationships,~~on an entity’s own equity. ASU 2020-06 is effective for public companies for fiscal years beginning after December 15, 2021, and ~~other transactions that reference LIBOR or another rate that will be discontinued by reference rate reform if certain criteria are met. U. S. Steel~~interim periods within those fiscal years, with early adoption of all amendments in the same period permitted. The Company is ~~currently assessing~~continuing to assess the impact of adoption of the ~~ASU but does not believe it will have a material impact on its Consolidated Financial Statements.~~ASU.

3. Recently Adopted Accounting Standards

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 simplifies accounting for income taxes by removing certain exceptions from the general principles in Topic 740 including elimination of the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items such as other comprehensive income. ASU 2019-12 also clarifies and amends certain guidance in Topic 740. ASU 2019-12 is effective for public companies for fiscal years beginning after December 15, 2020, including interim periods, with early adoption of all amendments in the same period permitted. U. S. Steel is currently assessing the impact of the ASU, but does not believe it will have a significant impact on its Consolidated Financial Statements.

3. ~~Recently Adopted Accounting Standard~~

~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~ (ASU 2016-13), which adds an impairment model that is based on expected losses rather than incurred losses. Under ASU 2016-13, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. ASU 2016-13 was effective for public companies for fiscal years beginning after December 15, 2019 including interim reporting periods. U. S. Steel adopted this ~~standard effective~~guidance on January 1, ~~2020.~~2021. The adoption of this guidance did not have a material impact ~~of adoption was not material to~~on the Company's Condensed Consolidated Financial Statements.

U. S. Steel's significant financial instruments which are valued at cost are trade receivables (receivables). U. S. Steel's receivables carry standard industry terms and are categorized in two receivable pools, U.S. and U. S. Steel Europe (USSE). Both pools use customer specific risk ratings based on customer financial metrics, past payment experience and other factors and qualitatively consider economic conditions to assess the level of allowance for doubtful accounts. USSE mitigates credit risk for over 70 percent of its receivables balance using credit insurance, letters of credit, bank guarantees, prepayments or other collateral. Below is a summary of the allowance for doubtful accounts for the segments. Additional reserve recorded in the period ended March 31, 2020 primarily reflects uncertainty over near-term anticipated market conditions.

(in millions) U.S. USSE Total Allowance
Balance at December 31, 2019 $ 12
$ 16
$ 28
Additional reserve 5
—
5
Balance at March 31, 2020 $ 17
$ 16
$ 33

4. Segment Information

U. S. Steel has 34 reportable segments: North American Flat-Rolled (Flat-Rolled), Mini Mill, U. S. Steel Europe (USSE); and Tubular Products (Tubular). ~~U. S. Steel's~~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. Prior to the purchase, the equity earnings of Big River Steel were included in the Other segment. The Tubular Products segment includes the newly constructed EAF at our Fairfield Tubular Operations in Fairfield, Alabama. The results of our railroad, real estate businesses and the previously held equity method investment in Big River Steel ~~and the results of our railroad and real estate businesses that do not constitute reportable segments~~ are combined and disclosed in the Other ~~Businesses~~ category.

The chief operating decision maker evaluates performance and determines resource allocations based on a number of factors, the primary measure being earnings (loss) before interest and income taxes. Earnings (loss) before interest and income taxes for reportable segments and Other Businesses does not include net interest and other financial costs (income), income taxes, and certain other items that management believes are not indicative of future results.

-5-

The accounting principles applied at the operating segment level in determining earnings (loss) before interest and income taxes are generally the same as those applied at the consolidated financial statement level. Intersegment sales and transfers are accounted for at market-based prices and are eliminated at the corporate consolidation level. Corporate-level selling, general and administrative expenses and costs related to certain former businesses are allocated to the reportable segments and Other Businesses based on measures of activity that management believes are reasonable.

The results of segment operations for the three months ended March 31, 2021 and 2020 are:


(In millions) Three Months Ended March 31, 2021	Customer Sales		Intersegment Sales		Net Sales		Earnings (loss) from investees		Earnings (loss) before interest and income taxes
Flat-Rolled	$	2,272	$	43	$	2,315	$	5	$	146
Mini Mill	450		62		512		0		132
USSE	798		1		799		0		105
Tubular	134		4		138		3		(29)
Total reportable segments	3,654		110		3,764		8		354
Other	10		29		39		6		8
Reconciling Items and Eliminations	—		(139)		(139)		0		63
Total	$	3,664	$	—	$	3,664	$	14	$	425

Three Months Ended March 31, 2020
Flat-Rolled	$	1,974	$	62	$	2,036	$	4	$	(35)
USSE	505		1		506		0		(14)
Tubular	255		3		258		1		(48)
Total reportable segments	2,734		66		2,800		5		(97)
Other	14		28		42		(13)		1
Reconciling Items and Eliminations	—		(94)		(94)		0		(279)
Total	$	2,748	$	—	$	2,748	$	(8)	$	(375)

A summary of total assets by segment is as follows:


(In millions)	March 31, 2021		December 31, 2020
Flat-Rolled	$	7,325	$	7,099
Mini Mill	4,073		0
USSE	5,609		5,502
Tubular	949		887
Total reportable segments	$	17,956	$	13,488
Other	$	273	$	911
Corporate, reconciling items, and eliminations(a)	(3,540)		(2,340)
Total assets	$	14,689	$	12,059

(a)The majority of Corporate, reconciling items, and ~~2019 are:~~eliminations total assets is comprised of cash and the elimination of intersegment amounts.

(In millions)
Three Months Ended March 31, 2020
Customer
Sales Intersegment
Sales Net
Sales Earnings (loss)
from
investees Earnings (loss) before interest and income taxes
Flat-Rolled $ 1,974
$ 62
$ 2,036
$ 4
$ (35 )
USSE 505
1
506
—
(14 )
Tubular 255
3
258
1
(48 )
Total reportable segments 2,734
66
2,800
5
(97 )
Other Businesses 14
28
42
(13 ) 1
Reconciling Items and Eliminations —
(94 ) (94 ) —
(279 )
Total $ 2,748
$ —
$ 2,748
$ (8 ) $ (375 )

Three Months Ended March 31, 2019
Flat-Rolled $ 2,405
$ 69
$ 2,474
$ 7
$ 95
USSE 737
3
740
—
29
Tubular 343
2
345
2
10
Total reportable segments 3,485
74
3,559
9
134
Other Businesses 14
30
44
—
8
Reconciling Items and Eliminations —
(104 ) (104 ) —
(31 )
Total $ 3,499
$ —
$ 3,499
$ 9
$ 111

-6-

The following is a schedule of reconciling items to consolidated earnings before interest and income taxes:


	Three Months Ended March 31,
(In millions)	2021		2020
Items not allocated to segments:
Gain on previously held investment in Big River Steel	$	111	$	0
Big River Steel - inventory step-up amortization	(24)		0
Big River Steel - unrealized losses (a)	(9)		0
Big River Steel - acquisition costs	(9)		0
Restructuring and other charges (Note 20)	(6)		(41)
Asset impairment charges (Note 1)	0		(263)
Gain on previously held investment in UPI	0		25
Total reconciling items	$	63	$	(279)

Three Months Ended March 31,
(In millions) 2020 2019
Items not allocated to segments:

Tubular asset impairment charges (Notes 1 and 10) $ (263 ) $ —
Restructuring and other charges (Note 21) (41 ) $ —
Gain on previously held investment in UPI 25
—
December 24, 2018 Clairton coke making facility fire —
(31 )
Total reconciling items $ (279 ) $ (31 )
(a) Big River Steel – Unrealized losses represent the post-acquisition mark-to-market impacts of hedging instruments acquired with the purchase of the remaining equity interest in Big River Steel on January 15, 2021. See Note 14 for further details.

5. Acquisitions

5. ~~Acquisition~~

Big River Steel

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 during the three months ended March 31, 2021. Big River Steel is a technologically advanced mini mill that completed an expansion in November 2020 that doubled its hot-rolled steel production capacity to 3.3 million tons annually. The acquisition of Big River Steel furthers U. S. Steel's Best of BothSM strategy that combines the best of the integrated and mini mill steel making models.

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 $905 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%.

-7-

The following table presents the preliminary 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	905
Other noncurrent assets	19
Total Assets Acquired	$	3,990


Liabilities Assumed:
Accounts payable and accrued liabilities	$	224
Payroll and benefits payable	27
Accrued taxes	9
Accrued interest	33
Short-term debt and current maturities of long-term debt	29
Long-term debt	1,997
Deferred income tax liabilities	44
Deferred credits and other long-term liabilities	182
Total Liabilities Assumed	$	2,545

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.

U. S. Steel is continuing to conform accounting policies and procedures and evaluate assets and liabilities assumed. During the measurement period, we will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates. The final purchase price allocation may include changes in allocations to intangible assets, such as customer relationships, as well as goodwill, changes to the fair value of long-term debt and other changes to assets and liabilities. We will apply any material adjustments in the reporting period in which the adjustments are determined.

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 as U. S. Steel has a full valuation allowance on its domestic deferred tax assets.

-8-


	For the three month period ended
(in millions, except per share amounts)	March 31, 2021		March 31, 2020
Net sales	$	3,736	$	2,994
Net earnings (loss)	18		(367)

USS-POSCO Industries (UPI)

On February 29, 2020, U. S. Steel purchased the remaining ~~50% ownership~~equity interest in USS-POSCO Industries (UPI), now known as USS-UPI, LLC, for $3 million, net of cash received of $2 million. There was an assumption of accounts payable owed to U. S. Steel for prior sales of steel substrate of $135 million associated with the purchase that is reflected as a reduction in receivables from related parties on the Company's Condensed Consolidated Balance Sheet. UPI is located in Pittsburg, California and markets sheet and tin mill products, principally in the western United States. UPI produces hot rolled pickled and oiled, cold-rolled sheets, galvanized sheets and tin mill products made from hot bands principally provided by U. S. Steel. UPI’s annual production capability is approximately 1.5 million tons. The remaining interest in UPI was purchased by the Company to obtain more control over the future of this investment. The Company had a liability that resulted from historical losses recorded due to our continuing involvement in the previously held equity investment in UPI.

Using step acquisition accounting wethe Company increased the value of ~~our~~its previously held equity investment to its fair value of $5 million which resulted in a gain of approximately $25 million. The gain was recorded in gain on equity investee transactions in the Condensed Consolidated Statement of Operations.

~~There was~~Receivables of $44 million, inventories of $96 million, accounts payable and accrued liabilities of $19 million, current portion of long-term debt of $55 million and payroll and employee benefits liabilities of $78 million were recorded with the acquisition. Property, plant and equipment of $97 million which included a ~~step-up to~~ fair value ~~for property, plant and equipment~~step-up of $47 million and an intangible asset of $54 million ~~that was recorded.~~were also recorded on the Company's Condensed Consolidated Balance Sheet. The intangible asset, which will be amortized over ten years, arises from a land lease contract, under which a certain portion of payment owed to UPI is realized in the form of deductions from electricity costs. The intangible asset will be amortized over a ten year period. Transaction costs associated with the acquisition and the amount of revenue recognized in the Condensed Consolidated Statement of Operations as a result of the acquisition were not significant.

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

(in millions)
Assets Acquired:
   Receivables $ 44
   Inventories 96
   Other current assets 3
   Property, plant and equipment 97
   Intangibles 54
   Other noncurrent assets 1
      Total Assets Acquired $ 295

Liabilities Assumed:
   UPI accounts payable for substrate purchased from U. S. Steel ^(a)
$ 135
   Accounts payable and accrued liabilities 19
   Payroll and benefits payable 15
   Current portion of long-term debt 55
   Employee benefits 63
      Total Liabilities Assumed $ 287

Fair value of previously held investment in UPI $ 5
Purchase price - net of cash acquired 3
   Difference in assets acquired and liabilities assumed $ 8

^(a)The transaction to purchase UPI included the assumption of $135 million of accounts payable owed to U. S. Steel for prior sales of steel substrate to UPI. This amount is reflected as a reduction in receivables from related parties in the Company's Condensed Consolidated Balance Sheet as both the corresponding receivable and payable amounts between U. S. Steel and UPI are eliminated in consolidation upon acquisition.

U. S. Steel is continuing to conform accounting policies and procedures and evaluate assets and liabilities assumed. The results of this process may lead to further adjustments to the purchase price allocation presented above.

6. Revenue

Revenue is generated primarily from contracts to produce, ship and deliver steel products, and to a lesser extent, raw materials sales such as iron ore pellets and coke by-products~~and railroad services~~ and real estate sales. Generally, U. S. Steel’s performance obligations are satisfied and revenue is recognized at a point in time, when title transfers to our customer for product shipped or services are provided. Revenues are recorded net of any sales incentives. Shipping and other transportation costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. Costs related to obtaining sales contracts are incidental and are expensed when incurred. Because customers are invoiced at the time title transfers and U. S. Steel’s right to consideration is unconditional at that time, U. S. Steel does not maintain contract asset balances. Additionally, U. S. Steel does not maintain contract liability balances, as performance obligations are satisfied prior to customer payment for product. U. S. Steel offers industry standard payment terms.

U. S. Steel has 3 reportable segments: Flat-Rolled, USSE and Tubular. Flat-Rolled primarily generates revenue from sheet and coated product sales to North American customers. Flat-Rolled also sells slabs, iron ore pellets and coke making by-products. USSE sells slabs, sheet, strip mill plate, coated products and spiral welded pipe to customers primarily in the Eastern European market. Tubular sells seamless and electric resistance welded (ERW) steel casing and tubing (commonly known as oil country tubular goods or OCTG), standard and line pipe and mechanical tubing and primarily serves customers in the oil, gas and petrochemical markets. Revenue from our railroad and real estate businesses is reported in the Other Businesses category in our segment reporting structure. The following tables disaggregate our revenue by product for each of ~~our~~the reportable business segments for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively:

Net Sales by Product (In millions):


Three Months Ended March 31, 2021	Flat-Rolled		Mini Mill		USSE		Tubular		Other		Total
Semi-finished	$	12	$	0	$	3	$	0	$	0	$	15
Hot-rolled sheets	450		249		386		0		0		1,085
Cold-rolled sheets	784		79		83		0		0		946
Coated sheets	878		121		298		0		0		1,297
Tubular products	0		0		10		128		0		138
All Other (a)	148		1		18		6		10		183
Total	$	2,272	$	450	$	798	$	134	$	10	$	3,664
(a) Consists primarily of sales of raw materials and coke making by-products.

-9-


Three Months Ended March 31, 2020	Flat-Rolled		USSE		Tubular		Other Businesses		Total		Three Months Ended March 31, 2020	Flat-Rolled		USSE		Tubular		Other		Total
Semi-finished	$	27	$	1	$	—	$	—	$	28	Semi-finished	$	27	$	1	$	0	$	0	$	28
Hot-rolled sheets	502		205		—		—		707		Hot-rolled sheets	502		205		0		0		707
Cold-rolled sheets	598		45		—		—		643		Cold-rolled sheets	598		45		0		0		643
Coated sheets	711		229		—		—		940		Coated sheets	711		229		0		0		940
Tubular products	—		9		251		—		260		Tubular products	0		9		251		0		260
All Other^(a)	136		16		4		14		170		All Other (a)	136		16		4		14		170
Total	$	1,974	$	505	$	255	$	14	$	2,748	Total	$	1,974	$	505	$	255	$	14	$	2,748
(a) Consists primarily of sales of raw materials and coke making by-products.											(a) Consists primarily of sales of raw materials and coke making by-products.

^(a)~~Consists primarily of sales of raw materials and coke making by-products.~~

Three Months Ended March 31, 2019 Flat-Rolled USSE Tubular Other Businesses Total
Semi-finished $ 88
$ 4
$ —
$ —
$ 92
Hot-rolled sheets 763
332
—
—
1,095
Cold-rolled sheets 661
88
—
—
749
Coated sheets 728
279
—
—
1,007
Tubular products —
9
335
—
344
All Other ^(a)
165
25
8
14
212
Total $ 2,405
$ 737
$ 343
$ 14
$ 3,499

^(a)~~Consists primarily of sales of raw materials and coke making by-products.~~

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 Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the Condensed Consolidated Statement of Cash Flows:


(In millions)	March 31, 2021		March 31, 2020
Cash and cash equivalents	$	753	$	1,350
Restricted cash in other current assets	7		4
Restricted cash in other noncurrent assets	122		143
Total cash, cash equivalents and restricted cash	$	882	$	1,497

(In millions) March 31, 2020 March 31, 2019
Cash and cash equivalents $ 1,350
$ 676
Restricted cash in other current assets 4
2
Long-term restricted cash 143
31
Total cash, cash equivalents and restricted cash $ 1,497
$ 709

In order to preserve cash and enhance our liquidity during the COVID-19 outbreak and disruptions in the oil and gas industry, we borrowed an additional $800 million under the Fifth Amended and Restated Credit Agreement which was held as cash on our Condensed Consolidated Balance Sheet at March 31, 2020.

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

8. Inventories

~~Inventories are carried at the lower of cost or market for last-in, first-out (LIFO) inventories and lower of cost and net realizable value for first-in, first-out (FIFO) method inventories.~~ The LIFO method is the predominant method of inventory costing infor our Flat-rolled and Tubular segments. The FIFO and moving average methods are the ~~United States. The~~predominant inventory costing methods for our Mini Mill segment and the FIFO method is the predominant inventory costing method ~~in Europe.~~for our USSE segment. At March 31, ~~2020~~2021 and December 31, ~~2019~~,2020, the LIFO method accounted for 6551 percent and 7559 percent of total inventory values, respectively.

(In millions) March 31, 2020 December 31, 2019
Raw materials $ 633
$ 628
Semi-finished products 954
720
Finished products 428
376
Supplies and sundry items 60
61
Total $ 2,075
$ 1,785


(In millions)	March 31, 2021		December 31, 2020
Raw materials	$	578	$	416
Semi-finished products	807		633
Finished products	315		300
Supplies and sundry items	50		53
Total	$	1,750	$	1,402

Current acquisition costs were estimated to exceed the above inventory values by ~~$762~~$878 million and ~~$735~~$848 million at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. As a result of the liquidation of LIFO inventories, cost of sales ~~increased~~decreased and earnings before interest and income taxes ~~decreased~~increased by~~$5 million~~ ~~and~~ $1 million for the three months ended March 31, ~~2020 and March 31, 2019, respectively.~~

~~Inventory includes~~ ~~$40 million~~ ~~of land held for residential/commercial development as of both~~ ~~March 31, 2020~~ ~~and December 31, 2019.~~

9. ~~Leases~~

Effective January 1, 2019, U. S. Steel adopted ASU 2016-02 using the modified retrospective transition method outlined in ASU 2018-11 which permitted application of ASU 2016-02 on January 1, 2019 using a cumulative effect adjustment to the opening balance of retained earnings.

Operating lease assets consist primarily of office space, aircraft, heavy mobile equipment used in our mining operations and facilities and equipment under operating service agreements for electricity generation and scrap processing. Significant finance leases include the Fairfield slab caster lease and heavy mobile equipment used in our mining operations (see Note 16 for further details). Variable lease payments are primarily related to operating service agreements where payment is solely dependent on consumption of certain services, such as raw material and by-product processing. Generally, we are not reasonably certain that renewal options or purchase options will be exercised. There is no impact to our leased assets for residual value guarantees as the potential loss is not probable (see “Other Contingencies” in Note 22 for further details). We do not have material restrictive covenants associated with our leases or material amounts of sublease income. From time to time, U. S. Steel may enter into arrangements for the construction or purchase of an asset and then enter into a financing arrangement to lease the asset. U. S. Steel recognizes leased assets and liabilities under these arrangements when it obtains control of the asset.

~~The following table summarizes the lease amounts included in our Condensed Consolidated Balance Sheet as of March 31, 2020 and December 31, 2019.~~

(In millions) Balance Sheet Location March 31, 2020 December 31, 2019
Assets

Operating
Operating lease assets ^(a)
$ 246
$ 230
Finance
Property, plant and equipment ^(b)
82
56
  Total Lease Assets
$ 328
$ 286

Liabilities

Current

  Operating Current operating lease liabilities $ 60
$ 60
  Finance Current portion of long-term debt 15
11
Non-Current

  Operating Noncurrent operating lease liabilities 193
177
  Finance Long-term debt less unamortized discount and issue costs 74
51
Total Lease Liabilities
$ 342
$ 299

^(a) ~~Operating lease assets are recorded net of accumulated amortization of $57 million and $50 million as of March 31, 2020 and December 31, 2019, respectively.~~

^(b) ~~Finance lease assets are recorded net of accumulated depreciation of $29 million and $27 million as of March 31, 2020 and December 31, 2019, respectively.~~

~~The following table summarizes lease costs included in our Condensed Consolidated Statement of Operations for the three month periods ended March 31, 2020 and March 31, 2019.~~

(In millions) Classification Three Months Ended March 31, 2020 Three Months Ended March 31, 2019
Operating Lease Cost ^(a)
Cost of sales $ 18
$ 21
Operating Lease Cost Selling, general and administrative expenses 3
3
Finance Lease Cost

Amortization Depreciation, depletion and amortization 3
1
Interest Interest expense 1
—
Total Lease Cost
$ 25
$ 25

^(a) ~~Operating lease cost recorded in cost~~2021. Cost of sales ~~includes $3 million~~increased and the loss before interest and income taxes increased by $5 million ~~of variable lease cost~~ for the three months ended March 31, 2020, ~~and March 31, 2019, respectively. An immaterial amount~~as a result of ~~variable lease cost is included in selling, general and administrative expenses and immaterial amounts~~liquidation of ~~short-term lease cost are included in cost of sales and selling, general and administrative expenses.~~LIFO inventories.

~~Lease liability maturities as of March 31, 2020 are shown below.~~

(In millions) Operating Finance Total
2020 $ 59
$ 16
$ 75
2021 64
19
83
2022 51
23
74
2023 39
12
51
2024 31
9
40
After 2024 61
23
84
  Total Lease Payments $ 305
$ 102
$ 407
  Less: Interest 52
13
65
  Present value of lease liabilities $ 253
$ 89
$ 342

~~Lease terms and discount rates are shown below.~~



	~~As of March 31, 2020~~
~~Weighted average lease term~~
~~Finance~~	~~5 years~~
~~Operating~~	~~5 years~~

~~Weighted average discount rate~~
~~Finance~~	~~5.07~~	%
~~Operating~~	~~7.40~~	%

-10-

~~Supplemental cash flow information related to leases follows.~~

(In millions) Three Months Ended March 31, 2020 Three Months Ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:

    Operating cash flows from operating leases $ 18
$ 18
    Operating cash flows from finance leases 1
—
    Financing cash flows from finance leases 2
—
Right-of-use assets exchanged for lease liabilities:

    Operating leases 32
8
    Finance leases 29
16

~~10.~~9. Intangible Assets

Intangible assets that are being amortized on a straight-line basis over their estimated useful lives are detailed below:

As of March 31, 2020 As of December 31, 2019
(In millions) Useful
Lives Gross
Carrying
Amount Accumulated Impairment Accumulated
Amortization Net
Amount Gross
Carrying
Amount Accumulated
Amortization Net
Amount
Customer relationships 22 Years $ 132
$ 55
$ 77
$ —
$ 132
$ 76
$ 56
Patents 10-15 Years 22
7
9
6
22
8
14
Energy Contract 10 Years 54
—
1
53
—
—
—
Other Intangibles 4-20 Years 14
5
9
—
14
9
5
Total amortizable intangible assets
$ 222
$ 67
$ 96
$ 59
$ 168
$ 93
$ 75


		As of March 31, 2021						As of December 31, 2020
(In millions)	Useful Lives	Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Impairment (a)		Accumulated Amortization		Net Amount
Customer relationships	22 Years	$	413	$	4	$	409	$	132	$	55	$	77	$	0
Patents	10-15 Years	17		10		7		22		7		10		5
Energy Contract	10 Years	54		6		48		54		0		5		49
Other	4-20 Years	0		0		0		14		5		9		0
Total amortizable intangible assets		$	484	$	20	$	464	$	222	$	67	$	101	$	54

~~Identifiable intangible assets with finite lives are reviewed~~(a) The impairment charge was the result of the quantitative impairment analysis of the welded tubular asset group for ~~impairment whenever events or circumstances indicate that the carrying values may not be recoverable. For~~ the period ended March 31, 2020, the steep decline in oil prices that resulted from market oversupply and declining demand was considered a triggering event for the welded tubular asset group. A quantitative analysis was completed and resulted in a $67 million impairment of the welded tubular asset group's intangible assets.2020. See Note 1 for further details.

~~Amortization expense was $3 million and $2 million for the~~ ~~three months ended March 31, 2020~~ ~~and March 31, 2019, respectively. The~~Total estimated amortization expense for the remainder of ~~2020~~2021 is $5$19 million. We expect approximately $6$25 million in annual amortization expense through ~~2024.~~

~~As part of the purchase of UPI, we acquired an intangible asset with a fair value of~~2026 and approximately ~~$54~~$320 million ~~that will be amortized over ten years. This asset arises from a land lease contract, under which a certain portion of payment owed to UPI is realized~~ in ~~the form of deductions from electricity costs. See Note 5 to the Condensed Consolidated Financial Statements for further details.~~remaining amortization expense thereafter.

The carrying amount of acquired water rights with indefinite lives as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 totaled $75 million.

The acquired water rights are tested for impairment annually in the third quarter, or whenever events or circumstances indicate the carrying value may not be recoverable. U. S. Steel performed a quantitative impairment evaluation of its acquired water rights during the third quarter of 2019. Based on the resultspurchase of the ~~evaluation,~~remaining equity interest in Big River Steel also included goodwill of $905 million which is included in our Mini Mill segment. Goodwill represents the ~~water rights were not impaired.~~excess of the cost of the purchase over the net fair value of acquired identifiable tangible and intangible assets and liabilities assumed. See Note 5 for further details. Below is a summary of goodwill by segment for the three months ended March 31, 2021:


	Flat-Rolled		Mini Mill		USSE		Tubular		Total
Balance at December 31, 2020	$	0	$	0	$	4	$	0	$	4
Additions	0		905		0		0		905
Balance at March 31, 2021	$	0	$	905	$	4	$	0	$	909

~~11.~~

10. Pensions and Other Benefits

The following table reflects the components of net periodic benefit cost for the three months ended March 31, ~~2020~~2021 and ~~2019~~:2020:


	Pension Benefits				Other Benefits
(In millions)	2021		2020		2021		2020
Service cost	$	14	$	12	$	3	$	3
Interest cost	40		48		12		16
Expected return on plan assets	(89)		(81)		(20)		(20)
Amortization of prior service credit	0		0		(7)		(2)
Amortization of actuarial net loss (gain)	38		36		(6)		(4)
Net periodic benefit cost/(income), excluding below	3		15		(18)		(7)
Multiemployer plans	19		21		0		0
Settlement, termination and curtailment losses (a)	—		6		0		0
Net periodic benefit cost/(income)	$	22	$	42	$	(18)	$	(7)
(a) During the three months ended March 31, 2020, the pension plan incurred special termination charges of approximately $6 million, due to workforce restructuring.

Pension
Benefits Other
Benefits
(In millions) 2020 2019 2020 2019
Service cost $ 12
$ 11
$ 3
$ 3
Interest cost 48
60
16
23
Expected return on plan assets (81 ) (81 ) (20 ) (20 )
Amortization of prior service cost —
—
(2 ) 7
Amortization of actuarial net loss (gain) 36
33
(4 ) 1
Net periodic benefit cost, excluding below 15
23
(7 ) 14
Multiemployer plans 21
18
—
—
Settlement, termination and curtailment losses ^(a)
6
—
—
—
Net periodic benefit cost (income) $ 42
$ 41
$ (7 ) $ 14

-11-

^(a)
~~During the three months ended March 31, 2020 the pension plan incurred special termination charges of approximately $6 million due to workforce restructuring.~~

Employer Contributions

During the first three months of ~~2020~~,2021, U. S. Steel made cash payments of ~~$20~~$18 million to the Steelworkers’ Pension Trust $1and $2 million of pension payments not funded by ~~trusts and~~trusts.

During the first three months of 2021, cash payments of $10 million were made for other postretirement benefit payments not funded by trusts.

Company contributions to defined contribution plans totaled $10 million for both the three months ended March 31, 2021 and 2020, respectively.

~~and2019.~~

~~12.~~

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 (the Committee) under the 2005 Stock Incentive Plan (the 2005 Plan) and the 2016 Omnibus Incentive Compensation Plan, as amended and restated (the Omnibus Plan). ~~On April 26, 2016, the~~The Company's stockholders approved the Omnibus Plan and authorized the Company to issue up to ~~7,200,000~~18,200,000 shares of U. S. Steel common stock under the Omnibus Plan. ~~The Company's stockholders authorized the issuance of an additional 6,300,000 shares under the Omnibus Plan on April 25, 2017.~~ 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, ~~2020~~,2021, there were ~~926,361~~1,777,012 shares available for future grants under the Omnibus Plan. ~~On April 28, 2020, our stockholders approved an additional 4,700,000 shares to be available for grant 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 ~~2020~~2021 and ~~2019.~~2020.


	2020			2019				2021			2020
Grant Details	Shares^(a)	Fair Value^(b)		Shares^(a)	Fair Value^(b)		Grant Details	Shares(a)	Fair Value(b)		Shares(a)	Fair Value(b)

Restricted Stock Units	2,624,470	$	8.83	975,750	$	23.91	Restricted Stock Units	1,418,380	$	17.92	2,624,470	$	8.83
Performance Awards ^(c)							Performance Awards (c)
TSR	659,620	$	8.20	210,520	$	29.22	TSR	306,930	$	19.46	659,620	$	8.20
ROCE ^(d)	—	$	—	526,140	$	23.92	ROCE (d)	485,900	$	17.92	0	$	0

^(a) The share amounts shown in this table do not reflect an adjustment for estimated forfeitures.

^(b) Represents the per share ~~weighted average~~weighted-average for all grants during the period.

^(c) The number of performance awards shown represents the target ~~value~~share grant of the award.

^(d) The ROCE awards granted in 2020 and a portion of ROCE awards granted in 2021 are not shown in the table ~~above~~ because they were granted in cash.

U. S. Steel recognized pretax stock-based compensation expense in the amount of $4$11 million and $8 million in the three-month periods ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively.

As of March 31, ~~2020~~,2021, total future compensation expense related to nonvested stock-based compensation arrangements was ~~$30~~$44 million,, and the weighted average period over which this expense is expected to be recognized is approximately ~~21 months~~.19 months.

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 ~~period~~ weighted at 40 percent. TSR performance awards can vest at between 0 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 ~~goal.~~performance metric. ROCE performance awards can vest at between 0 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. ~~The 2020 ROCE performance awards were granted in cash.~~

For further details about our stock-based compensation incentive plans and stock awards see Note 15 of the United States Steel Corporation Annual Report on Form 10-K for the fiscal year-ended December 31, ~~2019.~~2020.

-12-

~~13.~~12. Income Taxes

Tax provision

For the three months endedMarch 31, ~~2020~~2021 and ~~2019, we~~2020, the Company recorded a tax provision of $1 million and a tax benefit of ~~$19 million~~ ~~on our pretax loss of~~ ~~$410 million~~ ~~and a tax provision of $8 million on our pretax earnings of $62~~$19 million, respectively. In general, the amount of tax expense or benefit from continuing operations is determined without regard to the tax effect of other categories of income or loss, such as other comprehensive income. However, an exception to this rule applies when there is a loss from continuing operations and income from other categories. In 2020, the tax benefit includes a discrete benefit of $10 million related to this accounting exception. Due to the full valuation allowance on our domestic deferred tax assets, the tax benefit in 2020 does not reflect any additional tax benefit for domestic pretax losses. In 2019, the tax provision reflects a benefit for percentage depletion in excess of cost depletion from iron ore that we produce and consume or sell.

The tax provision for the first three months of ~~2020 is~~2021 was based on an estimated annual effective rate, which requires management to make its best estimate of annual pretax ~~earnings~~income or loss. The 2021 tax provision includes a $4 million discrete benefit relating to favorably settling prior tax period state income tax matters, and the 2020 tax benefit includes a $10 million discrete benefit related to recording a loss from continuing operations and income from other comprehensive income categories. 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.

During 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 ~~2020~~2021 pretax results for ~~U.S. and~~ foreign income or loss vary from estimates applied herein, the actual tax provision or benefit recognized in ~~2020~~2021 could be materially different from the forecasted amount used to estimate the tax ~~provision~~benefit for the three months ended March 31, ~~2020.~~

~~Deferred taxes~~

Each quarter U. S. Steel analyzes the likelihood that our deferred tax assets will be realized. A valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely than not that some portion, or all, of the deferred tax asset may not be realized.

At March 31, 2020, U. S. Steel reviewed all available positive and negative evidence and determined that it is more likely than not that all of its net domestic deferred tax assets may not be realized.

U. S. Steel will continue to monitor the realizability of its deferred tax assets on a quarterly basis taking into consideration, among other items, the uncertainty regarding the Company's continued ability to generate domestic income in the near term. In the future, if we determine that realization is more likely than not for deferred tax assets with a valuation allowance, the related valuation allowance will be reduced, and we will record a non-cash benefit to earnings.

~~Unrecognized tax benefits~~

Unrecognized tax benefits are the differences between a tax position taken, or expected to be taken, in a tax return and the benefit recognized for accounting purposes pursuant to the guidance in Accounting Standards Codification (ASC) Topic 740 on income taxes. The total amount of gross unrecognized tax benefits was $3 million as of both March 31, 2020 and December 31, 2019. The total amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate was $2 million as of both March 31, 2020 and December 31, 2019.2021.

U. S. Steel records interest related to uncertain tax positions as a part of net interest and other financial costs in the Condensed Consolidated Statement of Operations. Any penalties are recognized as part of selling, general and administrative expenses. As of both ~~March 31, 2020~~ ~~and~~ ~~December 31, 2019, U. S. Steel had accrued liabilities of $2 millionfor interest and penalties related to uncertain tax positions, respectively.~~

~~It is reasonably expected that during the next 12 months unrecognized tax benefits related to income tax positions will change by an immaterial amount.~~

~~14.~~13. Earnings and Dividends Per Common Share

Earnings (Loss) ~~Earnings~~ Per Share Attributable to United States Steel Corporation Stockholders

~~Basic (loss) earnings per common share is based~~The effect of dilutive securities on ~~the~~ weighted average ~~number of~~ common shares outstanding ~~during the period.~~

Diluted (loss) earnings per common share assumes the exercise of stock options and the vesting of restricted stock units and performance awards, provided in each case the effect is dilutive. The "treasury stock" method is used to calculate the dilutive effect of the Senior Convertible Notes due in 2026 (due to our current intent and policy, among other factors, to settle the principal amount of the 2026 Senior Convertible Notes in cash upon conversion).

~~The computations for basic and diluted (loss) earnings per common share from continuing operations are as follows:~~

Three Months Ended March 31,
(Dollars in millions, except per share amounts) 2020 2019
(Loss) earnings attributable to United States Steel Corporation stockholders $ (391 ) $ 54
Weighted-average shares outstanding (in thousands):

Basic 170,224
173,241
Effect of convertible notes —
—
Effect of stock options, restricted stock units and performance awards —
1,304
Adjusted weighted-average shares outstanding, diluted 170,224
174,545
Basic (loss) earnings per common share $ (2.30 ) $ 0.31
Diluted (loss) earnings per common share $ (2.30 ) $ 0.31

~~The following table summarizes the securities that were antidilutive, and therefore, were not~~ included in the ~~computations~~calculation of diluted earnings per common ~~share:~~share for the three months ended March 31, 2021 and March 31, 2020 were as follows.


	Three Months Ended March 31,
(Dollars in millions, except per share amounts)	2021		2020
Earnings (loss) attributable to United States Steel Corporation stockholders	$	91	$	(391)
Weighted-average shares outstanding (in thousands):
Basic	249,351		170,224
Effect of Senior Convertible Notes	8,467		0
Effect of stock options, restricted stock units and performance awards	4,151		0
Adjusted weighted-average shares outstanding, diluted	261,969		170,224
Basic earnings (loss) per common share	$	0.36	$	(2.30)
Diluted earnings (loss) per common share	$	0.35	$	(2.30)

Three Months Ended March 31,
(In thousands) 2020 2019
Securities granted under the 2016 Omnibus Incentive Compensation Plan, as amended 4,942
3,179
Securities convertible under the Senior Convertible Notes —
—
Total 4,942
3,179

Excluded from the computation of diluted earnings (loss) per common share due to their anti-dilutive effect were 1.4 million and 4.9 million outstanding securities granted under the Omnibus Plan for the three months ended March 31, 2021 and 2020, respectively.

Dividends Paid Per Share

The dividend for each of the first quarter of ~~2020~~2021 and ~~2019~~2020 was ~~one~~1 cent ~~and five cents~~ per common ~~share, respectively.~~share.

~~15.~~14. Derivative Instruments

~~U. S. Steel is exposed to foreign currency exchange rate risks in our European operations. USSE’s revenues are primarily in euros and costs are primarily in euros and U.S. dollars. U. S. Steel~~The USSE segment uses foreign exchange forward sales contracts (foreign exchange forwards) ~~with maturities no longer than 12 months~~ to exchange euros for U.S. dollars (USD), our Flat-Rolled segment used foreign exchange forwards to ~~manage~~exchange USD for Canadian dollars and our ~~currency requirements~~Mini Mill segment uses foreign exchange forwards to exchange USD for euros. All of our foreign exchange forwards have maturities no longer than 16 months and ~~exposure~~are used to mitigate the risk of foreign currency exchange rate ~~fluctuations. Derivative instruments are required to be recognized at~~fluctuations and manage our foreign currency requirements. 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 ~~in the Condensed Consolidated Balance Sheet. U. S. Steel did not designate euro~~of their foreign exchange forwards ~~entered into prior to July 1, 2019, as hedges; therefore, changes in their fair value were~~are recognized immediately in the Condensed Consolidated Statements of Operations (mark-to-market accounting). For those contracts, U. S. Steel will continue to recognize changes in fair value immediately through earnings until the contracts mature. U. S. Steel elected cash flow hedge accounting for euro foreign exchange forwards prospectively effective July 1, 2019. Accordingly, future gains

The Flat-Rolled and losses for euro foreign exchange forwards entered into after July 1, 2019 will be recorded within accumulated other comprehensive income (AOCI) until the related contract impacts earnings. We mitigate the risk of concentration of counterparty credit risk by purchasing our forwards from several counterparties.

In 2018, U. S. Steel entered into long-term freight contracts in its domestic operations that require payment in Canadian dollars (CAD). We entered into foreign exchange forward contracts with remaining maturities up to 9 months to exchange USD for CAD to mitigate a portion of the related risk of exchange rate fluctuations and to manage our currency requirements. We elected to designate these contracts as cash flow hedges.

~~U. S. Steel may~~USSE segments also use fixed-price forward physical purchase contracts to partially manage our exposure to price risk related to the purchases of natural gas, zinc, and tin used in the production process. Generally, forward physical purchase contracts qualify for the normal purchase and normal sales exceptions described in ASC Topic 815 and are not subject to mark-to-market accounting. U. S. Steel also uses financial swaps to protect from the commodity price risk associated with purchases of natural gas, zinc, tin and ~~tin~~electricity (commodity purchase swaps). ~~In January 2020, the Company began purchasing commodity purchase swaps to mitigate variable purchase price risk for electricity at our Gary Works location.~~ We elected cash flow hedge accounting for ~~our U.S.~~Flat-Rolled commodity purchase swaps for natural gas, zinc and tin and use mark-to-market accounting for electricity swaps used in our domestic operations and for commodity purchase swaps used in our European ~~operations and~~operations. The maximum derivative contract duration for ~~electricity commodity purchase swaps.~~

~~In accordance with the guidance in ASC Topic 820 on fair value measurements and disclosures, the fair value of our foreign exchange forwards,~~ commodity purchase swaps where hedge accounting was elected and was not elected is nine months and 33 months, respectively.

The Flat-Rolled and Mini-Mill segments have entered into financial swaps that are used to partially manage the sales price risk of certain hot-rolled coil sales (sales swaps). The Flat-Rolled segment uses hedge accounting for its sales swaps ~~was determined using Level 2 inputs, which are defined as "significant other observable" inputs. The inputs used are from market sources that aggregate data based upon market transactions.~~and the Mini Mill segment uses mark-to-market accounting for its sales swaps. Sales swaps have maturities of up to nine months.

-13-

For further details about our derivative instruments see Note 16 of the United States Steel Corporation Annual Report on Form 10-K for the fiscal year-ended December 31, 2020.

The table below shows the outstanding swap quantities used to hedge forecasted purchases and sales as of March 31, ~~2020~~2021 and March 31, ~~2019:~~2020:


Hedge Contracts	Classification	March 31, 2021		March 31, 2020
Natural gas (in mmbtus)	Commodity purchase swaps	26,223,000		52,464,000
Tin (in metric tons)	Commodity purchase swaps	1,555		870
Zinc (in metric tons)	Commodity purchase swaps	19,021		21,044
Electricity (in megawatt hours)	Commodity purchase swaps	1,074,720		1,024,000
Hot-rolled coils (in tons)	Sales swaps	192,720		0
Foreign currency (in millions of euros)	Foreign exchange forwards	€	237	€	259
Foreign currency (in millions of dollars)	Foreign exchange forwards	$	9	$	0
Foreign currency (in millions of CAD)	Foreign exchange forwards	$	0	$	23

Hedge Contracts Classification March 31, 2020 March 31, 2019
Natural gas (in mmbtus) Commodity purchase swaps 52,464,000
56,894,000
Tin (in metric tons) Commodity purchase swaps 870
1,475
Zinc (in metric tons) Commodity purchase swaps 21,044
13,651
Electricity (in megawatt hours) Commodity purchase swaps 1,024,000
—
Foreign currency (in millions of euros) Foreign exchange forwards € 259
€ 296
Foreign currency (in millions of CAD) Foreign exchange forwards C$ 23
C$ 48

~~The following summarizes the fair value amounts included~~There were $13 million and $5 million in ~~our Condensed Consolidated Balance Sheets~~accounts receivable and $78 million and $54 million in accounts payable recorded for derivatives designated as hedging instruments as of March 31, ~~2020~~2021 and December 31, ~~2019:~~2020, respectively. Amounts recorded in long-term asset and long-term liability accounts for derivatives were not material as of March 31, 2021 and December 31, 2020. Accounts payable recorded in the Condensed Consolidated Balance sheet for derivatives not designated as hedging instruments was $9 million as of March 31, 2021 and was immaterial as of December 31, 2020.

(In millions) Designated as Hedging Instruments Balance Sheet Location March 31, 2020 December 31, 2019
Commodity purchase swaps Accounts receivable 2
1
Commodity purchase swaps Accounts payable 27
17
Commodity purchase swaps Investments and long-term receivables —
1
Commodity purchase swaps Other long-term liabilities 5
7
Foreign exchange forwards Accounts receivable 6
—
Foreign exchange forwards Accounts payable 2
1

Not Designated as Hedging Instruments
Commodity purchase swaps Accounts payable 1
—
Commodity purchase swaps Other long-term liabilities 1
—
Foreign exchange forwards Accounts receivable 3
4

The table below summarizes the effect of hedge accounting on AOCI and amounts reclassified from AOCI into earnings for the three months ended March 31, ~~2020~~2021 and ~~2019:~~2020:


	Gain (Loss) on Derivatives in AOCI				Amount of Gain (Loss) Recognized in Income					Gain (Loss) on Derivatives in AOCI					Amount of Gain (Loss) Recognized in Income
(In millions)	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019	Location of Reclassification from AOCI ^(a)	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019		(In millions)	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020		Location of Reclassification from AOCI (a)	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Sales swaps									Sales swaps	$	(44)	$	0	Net sales	$	(10)	$	0
Commodity purchase swaps	(8	)	18	Cost of sales ^(b)	(8	)	(4	)	Commodity purchase swaps	10		(8)		Cost of sales (b)	(1)		(8)
Foreign exchange forwards	5		1	Cost of sales	—		—		Foreign exchange forwards	19		5		Cost of sales	(5)		0

^(a) The earnings impact of our hedging instruments substantially offsets the earnings impact of the related hedged items ~~since ineffectiveness is less than $1 million.~~resulting in immaterial ineffectiveness.

^(b)Costs for commodity purchase swaps are recognized in cost of sales as products are sold.

The table below summarizes the impact of derivative activity where hedge accounting has not been elected on our Condensed Consolidated Statement of Operations for the three months ended March 31, 2020 and 2019:

Amount of Gain (Loss) Recognized in Income
(In millions) Statement of Operations Location Three Months Ended March 31, 2020 Three Months Ended March 31, 2019
Commodity purchase swaps ^(a)
Cost of sales (2 ) —
Foreign exchange forwards Other financial costs 4
9

^(a) ~~In January 2020, we began utilizing commodity purchase swaps to mitigate variable electricity price risk at our Gary Works location.~~

At current contract values, ~~$21~~$7 million currently in AOCI as of March 31, ~~2020~~2021 will be recognized as ~~an increase~~a decrease in cost of sales over the next year and $71 million currently in AOCI as ~~related hedged items are~~of March 31, 2021 will be recognized as a decrease in ~~earnings.~~ net sales over the next year.

The ~~maximum derivative contract duration~~loss recognized for ~~commodity purchase swaps where hedge accounting was elected is 21 months. The maximum contract duration for commodity purchase~~sales swaps where hedge accounting was not elected ~~is 34 months.~~

was $9 million and was recognized in cost of sales for the three month period ended March 31, 2021. The loss recognized for sales swaps where hedge accounting was not elected was not material for the three month period ended March 31, 2020.

~~16.~~

-14-

15. Debt

(In millions)
Interest
Rates %
Maturity March 31, 2020 December 31, 2019
2037 Senior Notes 6.650 2037 $ 350
$ 350
2026 Senior Notes 6.250 2026 650
650
2026 Senior Convertible Notes 5.000 2026 350
350
2025 Senior Notes 6.875 2025 750
750
Environmental Revenue Bonds 4.875 - 6.750 2024 - 2049 620
620
Fairfield Caster Lease 2022 18
18
Other finance leases and all other obligations 2021 - 2029 75
48
ECA Credit Agreement Variable 2031 104
—
Amended Credit Facility, $2.0 billion Variable 2024 1,500
600
UPI Amended Credit Facility Variable 2020 79
—
USSK Credit Agreement Variable 2023 384
393
USSK Credit Facilities Variable 2021 —
—
Total Debt 4,880
3,779
Less unamortized discount and debt issuance costs 165
138
Less short-term debt and long-term debt due within one year 99
14
Long-term debt $ 4,616
$ 3,627


(In millions)	Issuer/Borrower	Interest Rates %	Maturity	March 31, 2021		December 31, 2020
2037 Senior Notes	U. S. Steel	6.650	2037	350		350
2029 Senior Secured Notes	Big River Steel	6.625	2029	900		0
2029 Senior Notes	U. S. Steel	6.875	2029	750		0
2026 Senior Notes	U. S. Steel	6.250	2026	618		650
2026 Senior Convertible Notes	U. S. Steel	5.000	2026	350		350
2025 Senior Notes	U. S. Steel	6.875	2025	731		750
2025 Senior Secured Notes	U. S. Steel	12.000	2025	0		1,056
Arkansas Teacher Retirement System Notes Payable	Big River Steel	5.500 - 7.750	2023	106		0
Export-Import Credit Agreement	U. S. Steel	Variable	2021	0		180
Environmental Revenue Bonds	U. S. Steel	4.125 - 6.750	2024 - 2050	717		717
Environmental Revenue Bonds	Big River Steel	4.500 - 4.750	2049	752		0
Finance leases and all other obligations	U. S. Steel	Various	2021 - 2029	80		81
Finance leases and all other obligations	Big River Steel	Various	2021 - 2031	119		0
Export Credit Agreement (ECA)	U. S. Steel	Variable	2031	136		113
Credit Facility Agreement, $2.0 billion	U. S. Steel	Variable	2024	0		500
Big River Steel ABL Facility, $350 million	Big River Steel	Variable	2022	30		0
USSK Credit Agreement	U. S. Steel Kosice	Variable	2023	205		368
USSK Credit Facilities	U. S. Steel Kosice	Variable	2021	0		0
Total Debt				5,844		5,115
Less unamortized discount, premium, and debt issuance costs				12		228
Less short-term debt and long-term debt due within one year				45		192
Long-term debt				$	5,787	$	4,695

To the extent not otherwise discussed below, information concerning the senior notes ~~the Senior Convertible Notes~~ and other listed obligations can be found in Note 17 of the audited financial statements in the United States Steel Corporation Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019.~~2020.

~~Export~~Senior Secured Notes, Senior Notes and Export-Import Credit Agreement Repayments

~~Funding of U. S. Steel’s vendor supported Export Credit Agreement (ECA)~~The following debt repayments occurred onduring the three month period ended March 31, 2021:

•In January and February ~~19, 2020.~~2021, U. S. Steel ~~borrowed $104~~voluntarily repaid in full all of the remaining outstanding principal of approximately $180 million and accrued interest under the ~~ECA~~Export-Import Credit Agreement. There were approximately $3 million in non-cash debt extinguishment costs associated with the repayment. The Export-Import Credit Agreement and related security interests were terminated in conjunction with the payment in full. No early termination penalties applied with respect to the prepayment.

•In March 2021, U. S. Steel completed an optional full redemption of its outstanding 12.000% Senior Secured Notes due 2025 for an aggregate principal amount of approximately $1.056 billion. There were redemption premiums and unamortized discount and debt issuance write-offs of approximately $181 million and $71 million, respectively related to the repayment.

•In March 2021, U. S. Steel completed open market repurchases of approximately $32 million and $19 million of aggregate principal of its 6.250% Senior Notes due 2026 and its 6.875% Senior Notes due 2025, respectively.

2029 Senior Notes

On February 11, 2021, U. S. Steel issued $750 million aggregate principal amount of 6.875% Senior Notes due 2029 (2029 Senior Notes). U. S. Steel received net proceeds of approximately $739 million after fees of approximately $11 million related to underwriting and third party expenses. The net proceeds from the issuance of the 2029 Senior Notes, together with the proceeds of our recent common stock issuance were used to redeem all of our outstanding 2025 Senior Secured Notes as discussed above. See Note 22 for further details regarding our recent common stock issuance. The 2029 Senior Notes will pay interest semi-annually in arrears on March 1 and September 1 of each year beginning on September 1, 2021, and will mature on March 1, 2029, unless earlier redeemed or repurchased.

-15-

On and after March 1, 2024, the Company may redeem the 2029 Senior Notes at its option, at any time in whole or from time to time in part, upon not less than 15 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount) listed below, plus accrued and unpaid interest on the 2029 Senior Notes, if any, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on March 1 of each of the years indicated below.


Year	Redemption Price
2024	103.438	%
2025	101.719	%
2026 and thereafter	100.000	%

At any time prior to March 1, 2024, U. S. Steel may also redeem the 2029 Senior Notes, at our option, in whole or in part, or from time to time, at a price equal to the greater of 100 percent of the principal amount of the 2029 Senior Notes to be redeemed, or the sum of the present value of the redemption price of the 2029 Senior Notes if they were redeemed on March 1, 2024 plus interest payments due through March 1, 2024 discounted to the date of redemption on a semi-annual basis at the applicable treasury yield, plus 50 basis points and accrued and unpaid interest, if any.

At any time prior to March 1, 2024 we may also purchase up to 35% of the original aggregate principal amount of the 2029 Senior Notes at 106.875%, plus accrued and unpaid interest, if any, up to, but excluding the applicable date of redemption, with proceeds from equity offerings.

Similar to our other senior notes, the indenture governing the 2029 Senior Notes restricts our ability to create certain liens, to enter into sale leaseback transactions and to consolidate, merge, transfer or sell all, or substantially all of our assets. It also contains provisions requiring that U. S. Steel make an offer to purchase the 2029 Senior Notes from holders upon a change of control under certain specified circumstances, as well as other customary provisions.

2029 Senior Secured Notes

On September 18, 2020, Big River Steel's indirect subsidiaries, Big River Steel LLC and BRS Finance Corp. (the "Issuers"), issued $900 million in aggregate principal amount of 6.625% Senior Secured Notes (Green Bonds) (2029 Senior Secured Notes). The 2029 Senior Secured Notes pay interest semi-annually in arrears on January 31 and July 31 of each year and will mature on January 31, 2029, unless earlier redeemed or repurchased.

On and after September 15, 2023, Big River Steel LLC may redeem the 2029 Senior Secured Notes at its option, at any time in whole or from time to time in part, at the redemption prices (expressed in percentages of principal amount) listed below, plus accrued and unpaid interest on the Notes, if any, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on September 15 of each of the years indicated below.


Year	Redemption Price
2023	103.313	%
2024	101.656	%
2025 and thereafter	100.000	%

The obligations under the 2029 Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a secured basis by the Issuers’ parent company, BRS Intermediate Holdings LLC (“BRS Intermediate”), which is a direct subsidiary of Big River Steel, and by all future direct and indirect wholly owned domestic subsidiaries of the Issuers. Additionally, the 2029 Senior Secured Notes and related guarantees are secured by (i) first priority liens on most of the tangible and intangible assets of the Issuers and the guarantors and all of the equity interests of the Issuers held by BRS Intermediate (shared in equal priority with each other pari passu lien secured party) (ii) and second priority liens on accounts receivable, inventory and certain other related assets of the Issuers and the guarantors (shared in equal priority with each other pari passu lien secured party).

If the Issuers or BRS Intermediate experience specified change in control events the Issuers must make an offer to purchase the 2029 Senior Secured Notes. If the Issuers sell assets under specified circumstances, the Issuers must make an offer to purchase the 2029 Senior Secured Notes at a price equal to 100% of the aggregate principal amount plus accrued and unpaid interest. The Indenture also limits the ability of the Issuers and their restricted subsidiaries to: incur or guarantee additional indebtedness; pay dividends and make other restricted payments; make investments; consummate certain asset sales; engage in transactions with affiliates; grant or assume liens; and consolidate, merge or transfer all or substantially all of their assets. The Indenture also includes other customary events of default.

-16-

Big River Steel Environmental Revenue Bonds - Series 2019

On May 31, 2019, Arkansas Development Finance Authority (ADFA) issued $487 million of tax-exempt bonds and loaned 100% of the proceeds to Big River Steel LLC under a bond financing agreement to finance the expansion of Big River Steel's electric arc furnace steel mill and fund the issuance cost of the bonds (2019 ADFA Bonds). The 2019 ADFA Bonds accrue interest at the rate of 4.50% per annum payable semiannually on March 1 and September 1 of each year with a final maturity of September 1, 2049.

The 2019 ADFA Bonds are subject to optional redemption during the periods and at the redemption prices shown below plus, in each case, accrued interest.


Year	Redemption Price
September 1, 2026 to August 31, 2027	103	%
September 1, 2027 to August 31, 2028	102	%
September 1, 2028 to August 31, 2029	101	%
On and after September 1, 2029	100	%

Prior to September 1, 2026, the 2019 ADFA Bonds are not redeemable.

The 2019 ADFA Bonds are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by first priority liens on most of the tangible and intangible assets and second priority liens on accounts receivable, inventory and certain other related assets of BRS Intermediate and by all future direct and indirect wholly owned domestic subsidiaries of the Issuers.

The 2019 ADFA Bonds are subject to certain mandatory sinking fund redemption provisions beginning in 2040, as well as extraordinary mandatory redemption, at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the date fixed for redemption, from surplus funds at the earlier of the completion of the tax-exempt project or expiration of a certain period for construction financings, and upon an event of taxability. The 2019 ADFA Bonds are subject to substantially similar asset sale offer and change of control offer provisions, affirmative and negative covenants, events of default and remedies as the Indenture governing the 2029 Senior Secured Notes.

Big River Steel Environmental Revenue Bonds - Series 2020

On September 10, 2020, ADFA issued $265 million of tax-exempt bonds with a green bond designation and loaned 100% of the proceeds to Big River Steel LLC under a bond financing agreement to finance or refinance the expansion of Big River Steel's electric arc furnace steel mill and fund the issuance cost of the bonds (2020 ADFA Bonds). The 2020 ADFA Bonds accrue interest at 4.75% per annum payable semi-annually on March 1 and September 1 of each year with final maturity on September 1, 2049.

The 2020 ADFA Bonds are subject to optional redemption during the periods and at the redemption prices shown below, plus, in each case accrued interest.


Year	Redemption Price
September 1, 2027 to August 31, 2028	103	%
September 1, 2028 to August 31, 2029	102	%
September 1, 2029 to August 31, 2030	101	%
On and after September 1, 2030	100	%

At any time prior to September 1, 2027, Big River Steel LLC may also redeem the 2020 ADFA Bonds, at its option, in whole or in part, or from time to time, at a price equal to the greater of 100 percent of the principal amount of the 2020 ADFA Bonds to be redeemed, or the present value of the redemption price of the 2020 ADFA Bonds if they were redeemed on September 1, 2027 plus interest payments due through September 1, 2027 discounted to the date of redemption on a semi-annual basis at the applicable tax exempt municipal bond rate and accrued and unpaid interest to the date fixed for redemption.

The 2020 ADFA Bonds are fully and unconditionally guaranteed, jointly and severally, on a secured basis by certain of Big River Steel's subsidiaries and subject to first priority liens and second priority liens on certain Big River Steel collateral.

The 2020 ADFA Bonds are subject to substantially similar asset sale offer and change of control offer provisions, affirmative and negative covenants, events of default and remedies as the Indenture governing the 2029 Senior Secured Notes.

-17-

Arkansas Teacher Retirement System Notes Payable

Big River Steel entered into 3 financing agreements with the Arkansas Teacher Retirement System during 2018 and 2019. The interest rates on the notes range from 5.50% to 7.75% at present. Interest on these agreements may be paid-in-kind through the respective dates of maturity and therefore requires no interim debt service by Big River Steel prior to the date of maturity or early repayment, as the case may be. Big River Steel may prepay amounts owed under these agreements at any time without penalty. One such agreement has the benefit of a pledge of future income streams generated through an anticipated monetization of recycling tax credits provided by the State of Arkansas in conjunction with the expansion of Big River Steel. As of March 31, 2021, the outstanding balance for these financing agreements was $106 million.

Big River Steel ABL Facility

On August 23, 2017, subsidiaries of Big River Steel entered into a senior secured asset-based revolving credit facility and subsequently amended such facility (Big River Steel ABL Facility) by entering into the First Amendment to the Big River Steel ABL Credit Agreement, dated as of September 10, 2020. The Big River Steel ABL 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.

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. The Big River Steel ABL Facility matures on August 23, 2022. The outstanding principal balance was $30 million at March 31, 2021. Availability under the Big River Steel ABL Facility, pursuant to the available borrowing base was $251 million at March 31, 2021.

The Big River Steel ABL Facility provides for borrowings at interest rates based on defined, short-term market rates plus a spread based on availability. The Big River Steel ABL Facility also requires a commitment fee on the unused portion of the Big River Steel ABL Facility, determined quarterly based on Big River Steel LLC's utilization levels.

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, ~~2020. Loan repayments start six months after~~2021, Big River steel would have met the ~~starting point~~fixed charge coverage ratio test. The Big River Steel ABL Facility includes affirmative and negative covenants that are customary for facilities of this type. The Big River Steel ABL Facility also includes customary events of default.

Credit Facility Agreement

As of March 31, 2021, there were approximately $5 million of letters of credit ~~as defined in the loan agreement with a total repayment term up to eight years. Loan availability~~issued, and repayment terms are subject to certain customary covenants and events of default. The purpose of the ECA is to finance equipment purchased for the endless casting and rolling facility under construction at our Mon Valley Works facility in Braddock, Pennsylvania. In response to the decline in demand for our products resulting from the COVID-19 outbreak, we have delayed construction of our endless casting and rolling line at Mon Valley Works. We have also paused our borrowing under the ECA pending an update to the agreement or resumption of construction.

~~Amended and Restated Credit Agreement~~

~~As of~~ ~~March 31, 2020, there was $1.5 billion~~no loans drawn under the $2.0 billion Fifth Amended and Restated Credit Facility Agreement (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 10ten percent of the total aggregate commitments and $200 million. Based on the most recent four quarters as of March 31, ~~2020, we~~2021, the Company would not have met the fixed charge coverage ratio test; therefore, the amount available to the Company under this facility is effectively reduced by $200 million. In addition, since the value of our inventory and trade accounts receivable less specified reserves calculated in accordance with the Credit Facility Agreement do not support the full amount of the facility at March 31, 2021, the amount available to the Company under this facility was further reduced by $252 million. The availability under the Credit Facility Agreement was ~~$300 million~~$1.543 billion as of March 31, ~~2020.~~2021.

The Credit Facility Agreement provides for borrowings at interest rates based on defined, short-term market rates plus a spread based on availability and includes other customary terms and conditions including restrictions on our ability to create certain liens and to consolidate, merge or transfer all, or substantially all, of our assets. The Credit Facility Agreement expires in October 2024. Maturity may be accelerated 91 days prior to the stated maturity of any outstanding senior debt if excess cash and credit facility availability do not meet the liquidity conditions set forth in the Credit Facility Agreement. Borrowings are secured by liens on certain North American inventory and trade accounts receivable. ~~The~~Availability under this facility may be impacted by additional footprint decisions that are made to the extent the value of ~~our~~the collateral pool of inventory and ~~trade~~ accounts receivable ~~less specified reserves calculated with the Amended and Restated Credit Agreement supported the full amount of the facility at March 31, 2020.~~that support our borrowing availability are reduced.

The Credit Facility Agreement has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in our business or financial condition that is not disclosed in our last published financial results. The facility also has customary defaults, including a cross-default to material indebtedness of U. S. Steel and our subsidiaries.

On September 30, 2020, U. S. Steel entered into Amendment No. 1 to the Credit Facility Agreement to permit U. S. Steel and United States Steel International Inc. to enter into, and grant the applicable collateral pursuant to, the Export-Import Credit Agreement.

-18-

On March 26, 2021, U. S. Steel entered into an Amendment No. 2 to the Credit Facility Agreement to change certain procedures related to letters of credit issued under the Credit Facility Agreement, and to modify certain collateral eligibility criteria.

U. S. Steel Košice (USSK) Credit Facilities

At March 31, ~~2020,~~2021, USSK had borrowings of ~~€350~~€175 million (approximately ~~$384~~$205 million) under its €460 million (approximately ~~$504~~$539 million) revolving credit facility (USSK Credit Agreement). The USSK Credit Agreement expires in September 2023. The USSK Credit Agreement contains certain USSK specific financial covenants including a minimum stockholders' equity and subordinated debt to assets ratio and net debt to EBITDA ratio. The covenants are measured semi-annually at June and December each year for the period covering the last twelve calendar months, with the first net debt to EBITDA measurement occurring at June 2021. USSK must maintain a net debt to EBITDA ratio of less than 6.5 as of June 30, 2021 and 3.5 for semi-annual measurements starting December 31, 2021. If ~~the challenging market conditions in Europe due to COVID-19 persisted for a long period and negatively impacted USSK's projected EBITDA, and if~~ covenant compliance requirements are not met and the covenants are not amended or waived, itnoncompliance may result in an event of default, ~~under~~in which case USSK may not draw upon the facility, and the majority lenders, as defined in the USSK Credit Agreement, may cancel any and all commitments, and/or accelerate full repayment of any or all amounts outstanding under the USSK Credit Agreement. ~~On December 23, 2019, USSK entered into a supplemental agreement that amended~~An event of default under the USSK Credit Agreement ~~leverage covenant and pledged certain USSK trade receivables and inventory as collateral~~could also result in ~~support~~an event of ~~USSK's obligations.~~

~~At March 31, 2020, USSK had availability of €110 million (approximately $120 million)~~default under the ~~USSK~~ Credit Facility Agreement. ~~The USSK Credit Agreement expires in September 2023.~~

The USSK Credit Agreement contains customary representations and warranties, terms and conditions, including, as a condition to borrowing, that it met certain financial covenants since the last measurement date, and that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, and representations as to no material adverse change in our business or financial condition since December 31, 2017. The ~~facility~~USSK Credit Facility Agreement also ~~has~~contains customary ~~defaults,~~events of default, including a cross-default upon acceleration of material indebtedness of USSK and its subsidiaries.

At March 31, ~~2020,~~2021, USSK had 0 borrowings under its €20 million and €10 million credit facilities (collectively, approximately ~~$33~~$35 million) and the availability was approximately ~~$32~~$28 million due to approximately $1$7 million of customs and other guarantees outstanding.

Each of these facilities bear interest at the applicable inter-bank offer rate plus a margin and contain customary terms and conditions.

~~USS-POSCO Industries Credit Facility~~

At March 31, 2020, USS-POSCO Industries (UPI) had borrowings of $79 million under its $110 million revolving credit facility (UPI Amended Credit Facility). Borrowings are secured by liens on certain UPI inventory and trade accounts receivable. The UPI Amended Credit Facility provides for borrowings at interest rates based on defined, short-term market rates plus a spread based on availability and includes other customary terms and conditions. At March 31, 2020, UPI had availability of $13 million under the UPI Amended Credit Facility. The agreement expires in August 2020.

Change in control event

If there is a change in control of U. S. Steel, the following may occur: (a) debt obligations totaling ~~$4,166~~$4,112 million as of March 31, ~~2020~~2021 may be declared due and payable; and (b) ~~the Credit Facility Agreement and the USSK credit~~

~~facilities~~substantially all of our debt arrangements may be terminated and any amounts ~~outstanding~~ declared due and ~~payable;~~payable. If there is a future change in control of either Big River Steel or USSK, debt obligations of $956 million and ~~(c) U. S. Steel~~$205 million as of March 31, 2021 may be ~~required to either purchase the leased Fairfield Works slab caster for approximately~~ declared due and payable, respectively.

~~$19 million~~ ~~or provide a letter of credit to secure the remaining obligation.~~

~~17.~~16. Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, current accounts and notes receivable, accounts payable, bank checks outstanding, and accrued interest included in the Condensed Consolidated Balance Sheet approximate fair value. See Note 1514 for disclosure of U. S. Steel’s derivative instruments, which are accounted for at fair value on a recurring basis.

Big River Steel

On October 31, 2019, a wholly owned subsidiary of U. S. Steel purchased a 49.9% ownership interest in Big River Steel. The transaction included a call option (U. S. Steel Call Option) to acquire the remaining ~~50.1%~~equity interest within the next four years at an agreed-upon price ~~formula, which~~formula. The investment purchase included other options that were marked to fair value during 2020. The net change in ~~years~~fair value of the options during the three and four is based on Big River Steel’s achievement of certain metrics that include: free cash flow, product development, safety and the completion of a proposed expansion of Big River Steel's existing manufacturing line. The transaction also included options where themonths ended March 31, 2020 resulted in an $11 million decrease to other Big River Steel equity owners can require U. S. Steel to purchase their 50.1% ownership interest (Class B Common Put Option) or require U. S. Steel to sell its ownership interest (Class B Common Call Option) afterfinancial costs. When the U. S. Steel Call Option ~~expires.~~

~~All~~was exercised on December 8, 2020, the other options were legally extinguished and a new contingent forward asset was recorded for $11 million. As the contingent forward was a contract to purchase a business, it was no longer considered a derivative subject to ASC 815, Derivative Instruments and Hedging Activities, and was not subject to subsequent fair value adjustments. The contingent forward asset was removed with the recognition of the gain on the previously held investment in Big River Steel when the purchase of the remaining interest closed on January 15, 2021. See Note 20 in the Consolidated Financial Statements in our Annual Report on Form 10-K for the year-ended December 31, 2020 and Note 5 for further details.

Prior to exercise of the U. S. Steel Call Option, the options ~~are~~were marked to fair value each period using a Monte Carlo simulation which is considered a Level 3 valuation technique. Level 3 valuation techniques include inputs to the valuation methodology that are considered unobservable and significant to the fair value measurement. The ~~net change in fair~~simulation relied on assumptions that included Big River Steel's equity value, ofvolatility, the options during the three months ended March 31, 2020 resulted in an $11 million decrease to net interest and other financial costs. The financial impact was due to an increase in U. S. Steel’s credit spread partially offset by a lower risk free interest rate and ~~a lower Big River Steel equity value.~~

~~The following table shows the change in fair value by option.~~U. S. Steel's credit spread.

(In millions) Balance Sheet Location Fair Value asset/(liability)
at December 31, 2019 Fair Value
Mark to Market
gain/(loss) Fair Value asset/(liability)
at March 31, 2020
U. S. Steel Call Option Investments and Long-Term Receivables $ 166
$ (28 ) $ 138
Class B Common
Put Option Deferred credits and other noncurrent liabilities $ (192 ) $ 39
$ (153 )
Class B Common
Call Option Deferred credits and other noncurrent liabilities $ (2 ) $ —
$ (2 )
Net Mark to Market Impact $ 11

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~~The fair value~~Stelco Option for Minntac Mine Interest

On April 30, 2020 (the Effective Date), the Company entered into an Option Agreement with Stelco, Inc. (Stelco), that grants Stelco the option to purchase a 25 percent interest (the Option Interest) in a to-be-formed entity (the Joint Venture) that will own the Company’s current iron ore mine located in Mt. Iron, Minnesota (the Minntac Mine). As consideration for the Option, Stelco paid the Company an aggregate amount of $100 million in 5 $20 million installments, which began on the Effective Date and ended on December 31, 2020 and are recorded net of transaction costs in noncontrolling interest 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 ~~Call~~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 ~~Class B Common Put Option are most significantly impacted by certain unobservable inputs including: Big River Steel’s equity value (Equity Value); and Volatility, which is calculated from~~ the ~~market price movements of certain peer companies. Increases in Equity Value increase the fair value~~limited liability company agreement of the U. S. Steel Call Option and decrease the fair value of the Class B Common Put Option. For the period ended March 31, 2020, the equity value was adjusted downward to reflect uncertainty in the market related to COVID-19 impacts. Increases in Volatility increase both the fair value of the U. S. Steel Call Option and the Class B Common Put Option. The Class B Common Put Option is also significantly impacted by U. S. Steel’s credit spread (Credit Spread) which is the estimated premium to borrow money in excess of the risk-free rate considering the subordinated nature of the Class B Common Put Option. Increases in the Credit Spread reduce the fair value of the Class B Common Put Option. See Note 20 of the audited financial statements in the United States Steel Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2019 for further details.Joint Venture.

The following table summarizes U. S. Steel’s financial liabilities that were not carried at fair value at March 31, ~~2020~~2021 and December 31, ~~2019~~.

March 31, 2020 December 31, 2019
(In millions) Fair
Value Carrying
Amount Fair
Value Carrying
Amount
Financial liabilities:

Long-term debt ^(a)
$ 4,009
$ 4,621
$ 3,576
$ 3,575

~~(a)~~ ~~Excludes finance lease obligations.~~

2020. The fair value of long-term debt was determined using Level 2 ~~inputs which were derived from quoted market prices and is based on the yield on public debt where available or current borrowing rates available for financings with similar terms and maturities.~~inputs.

Fair value of the financial liabilities disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement.


	March 31, 2021				December 31, 2020
(In millions)	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Financial liabilities:
Short-term and long-term debt (a)	$	6,196	$	5,527	$	5,323	$	4,806

~~Financial guarantees are U. S. Steel’s only unrecognized financial instrument. For details relating to financial guarantees see Note 22.~~(a) Excludes finance lease obligations.

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~~18.~~

17. Statement of Changes in Stockholders’ Equity

The following table reflects the first three months of ~~2020~~2021 and ~~2019~~2020 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, 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)		0		—		—		—		(3)		—
Balance at March 31, 2021	$	4,720	$	(532)	$	(90)	$	279	$	(182)	$	5,152	$	93


Three Months Ended March 31, 2020 (In millions)	Total		Retained Earnings		Accumulated Other Comprehensive Loss		Common Stock		Treasury Stock		Paid-in Capital		Non- Controlling Interest
Balance at beginning of year	$	4,093	$	544	$	(478)	$	179	$	(173)	$	4,020	$	1
Comprehensive income (loss):
Net loss	(391)		(391)		—		—		—		—		—
Other comprehensive income (loss), net of tax:
Pension and other benefit adjustments	52		—		52		—		—		—		—
Currency translation adjustment	(23)		—		(23)		—		—		—		—
Derivative financial instruments	(5)		—		(5)		—		—		—		—
Employee stock plans	2		—		—		0		(2)		4		—
Dividends paid on common stock	(2)		(2)		—		—		—		—		—
Balance at March 31, 2020	$	3,726	$	151	$	(454)	$	179	$	(175)	$	4,024	$	1

-21-

Three Months Ended
March 31, 2020
(In millions) Total Retained Earnings Accumulated
Other
Comprehensive
(Loss) Income Common
Stock Treasury
Stock Paid-in
Capital Non-
Controlling
Interest
Balance at beginning of year $ 4,093
$ 544
$ (478 ) $ 179
$ (173 ) $ 4,020
$ 1
Comprehensive income (loss):

Net loss (391 ) (391 )

Other comprehensive income (loss), net of tax:

Pension and other benefit adjustments 52

52

Currency translation adjustment (23 )
(23 )

Derivative financial instruments (5 ) (5 )
Employee stock plans 2

(2 ) 4

Dividends paid on common stock (2 ) (2 )

Balance at March 31, 2020 3,726
151
(454 ) 179
(175 ) 4,024
1

Three Months Ended
March 31, 2019
(In millions) Total Retained Earnings Accumulated
Other
Comprehensive
(Loss) Income Common
Stock Treasury
Stock Paid-in
Capital Non-
Controlling
Interest
Balance at beginning of year $ 4,203
$ 1,212
$ (1,026 ) $ 177
$ (78 ) $ 3,917
$ 1
Comprehensive income (loss):

Net earnings 54
54

Other comprehensive income (loss), net of tax:

Pension and other benefit adjustments 32

32

Currency translation adjustment (17 )
(17 )

Derivative financial instruments 15
15

Employee stock plans 2

1
(6 ) 7

Common stock repurchased (42 )

(42 )

Dividends paid on common stock (9 ) (9 )

Cumulative effect upon adoption of lease accounting standard (2 ) (2 )

Balance at March 31, 2019 4,236
1,255
(996 ) 178
(126 ) 3,924
1

~~19.~~18. Reclassifications from Accumulated Other Comprehensive Income (AOCI)


(In millions)	Pension and Other Benefit Items			Foreign Currency Items			Unrealized Gain (Loss) on Derivatives			Total			(In millions)	Pension and Other Benefit Items		Foreign Currency Items		Unrealized Gain (Loss) on Derivatives		Total
Balance at December 31, 2020													Balance at December 31, 2020	$	(458)	$	449	$	(38)	$	(47)
Other comprehensive income (loss) before reclassifications													Other comprehensive income (loss) before reclassifications	0		(47)		(34)		(81)
Amounts reclassified from AOCI (a)													Amounts reclassified from AOCI (a)	24		0		14		38
Net current-period other comprehensive income (loss)													Net current-period other comprehensive income (loss)	24		(47)		(20)		(43)
Balance at March 31, 2021													Balance at March 31, 2021	$	(434)	$	402	$	(58)	$	(90)

Balance at December 31, 2019	$	(843	)	$	381		$	(16	)	$	(478	)	Balance at December 31, 2019	$	(843)	$	381	$	(16)	$	(478)
Other comprehensive income (loss) before reclassifications	7			(23		)	(17		)	(33		)	Other comprehensive income (loss) before reclassifications	7		(23)		(17)		(33)
Amounts reclassified from AOCI ^(a)	45			—			12			57			Amounts reclassified from AOCI (a)	45		0		12		57
Net current-period other comprehensive income (loss)	52			(23		)	(5		)	24			Net current-period other comprehensive income (loss)	52		(23)		(5)		24
Balance at March 31, 2020	$	(791	)	$	358		$	(21	)	$	(454	)	Balance at March 31, 2020	$	(791)	$	358	$	(21)	$	(454)

Balance at December 31, 2018	$	(1,416	)	$	403		$	(13	)	$	(1,026	)
Other comprehensive (loss) income before reclassifications ^(b)	—			(17		)	25			8
Amounts reclassified from AOCI ^(a)(b)	32			—			(10		)	22
Net current-period other comprehensive income (loss)	32			(17		)	15			30
Balance at March 31, 2019	$	(1,384	)	$	386		$	2		$	(996	)

(a)See table below for further details.

~~(b)~~The Company previously disclosed in Note 20 to the Condensed Consolidated Financial Statements in its Quarterly Report on Form 10-Q for the period ended March 31, 2019, an increase to AOCI of $63 million in the Other comprehensive income before reclassifications line item and a decrease to AOCI of $31 million in the Amounts reclassified from AOCI line item for the three months ended March 31, 2019 amounts for Pension and Other Benefit Items. These amounts should have been disclosed as an increase to AOCI of $0 million and an increase to AOCI of $32 million, respectively, which have been corrected in the table above. The Company concluded that the errors were not material to the financial statements of any prior annual or interim period and therefore, amendments of previously filed reports are not required. The revision had no impact on the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Cash Flows or the Condensed Consolidated Statements of Comprehensive Income (Loss). Quarterly periods not presented herein will be revised, as applicable, in future filings.

Amount reclassified from AOCI ^(b)
(In millions) Three Months Ended March 31,
Details about AOCI components 2020 2019
Amortization of pension and other benefit items

Prior service costs ^(a)
$ (2 ) $ 7

Actuarial losses ^(a)
32
34
UPI Purchase Accounting Adjustment 23
—
Total pensions and other benefits items 53
41
Derivative reclassifications to Condensed Consolidated Statements of Operations 12
(13 )
Total before tax 65
28
Tax provision (8 ) (6 )
Net of tax $ 57
$ 22


	Amount reclassified from AOCI (a)
	Three Months Ended March 31,
Details about AOCI components (in millions)	2021		2020
Amortization of pension and other benefit items
Prior service costs (a)	$	(7)	$	(2)
Actuarial losses (a)	31		32

UPI Purchase Accounting Adjustment	0		23
Total pensions and other benefits items	24		53
Derivative reclassifications to Condensed Consolidated Statements of Operations	15		12
Total before tax	39		65
Tax provision	(1)		(8)
Net of tax	$	38	$	57

(a)These AOCI components are included in the computation of net periodic benefit cost (see Note 1110 for additional details).

~~(b)The corrections noted in footnote~~ ^(b) ~~to the table above are consistently reflected in this table.~~

~~20.~~19. Transactions with Related Parties

Net sales to related parties and receivables from related parties primarily reflect sales of raw materials and steel products to equity investees. Generally, transactions are conducted under long-term contractual arrangements. Related party sales and service transactions ~~were~~ ~~$351 million~~ ~~and~~ ~~$375 million~~ ~~for the three months ended~~ ~~March 31, 2020~~ ~~and~~ ~~2019, respectively. The transaction~~are primarily related to purchase UPI included the assumption of $135 million of accounts payable owed to U. S. Steel for prior sales of steel substrate to UPI. This amount is reflected as a reduction in receivables from related parties on the Company's Condensed Consolidated

Balance Sheet as both the corresponding receivable and payable amounts between U. S. Steel and UPI are eliminated in consolidation upon acquisition. See Note 5 to the Condensed Consolidated Financial Statements for further details.

~~Purchases from related parties for outside processing services provided by~~ equity investees ~~amounted to~~ ~~$28~~and were $295 million and $9$351 million ~~for the three months ended~~ ~~March 31, 2020~~ ~~and~~ ~~2019, respectively. Purchases of iron ore pellets from related parties amounted to $18 millionand$20 million~~ for the three months ended March 31, ~~2020~~2021 and ~~2019, respectively.~~2020.

Accounts payable to related parties include balances due to PRO-TEC Coating Company, LLC (PRO-TEC) of ~~$91~~$124 million and ~~$82~~$86 million at March 31, ~~2020~~2021 and December 31, ~~2019~~,2020, 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 ~~$9 million~~ ~~and~~ $2 million at and $19 million for the periods ending March 31, ~~2020~~2021 and December 31, ~~2019~~2020, respectively.

Purchases from related parties for outside processing services provided by equity investees amounted to $20 million and $28 million for the three months ended March 31, 2021 and 2020, respectively. Purchases of iron ore pellets from related parties amounted to $24 million and $18 million for the three months ended March 31, 2021 and 2020, respectively.

~~, respectively.~~

Upon the acquisition of Big River Steel on January 15, 2021, there were related party payables of approximately $27 million for steel substrate sales from Big River Steel to U. S. Steel. After the acquisition, the related party payables became intercompany payables that are eliminated in consolidation.

~~21.~~

-22-

Upon the acquisition of UPI on February 29, 2020 there were $135 million of related party receivables for prior sales of steel substrate from U. S. Steel to UPI. After the acquisition, the related party receivables became intercompany receivables that are eliminated in consolidation.

20. Restructuring and Other Charges

During the three months ended March 31, 2021, the Company recorded insignificant restructuring and other charges of $6 million. Cash payments were made related to severance and exit costs of approximately $29 million.

During the three months ended March 31, 2020, the Company recorded restructuring and other charges of $41 million, which consists of charges of $22 million for the indefinite idling of a significant portion of ~~the~~ Great Lakes Works, $13 million for the indefinite idling of Lorain Tubular Operations and a significant portion of Lone Star Tubular Operations and $6 million for special pension termination charges related to the Company-wide headcount reductions. Cash payments were made related to severance and exit costs of $8 million.

Charges for restructuring initiatives are recorded in the period U. S. Steel commits to a restructuring plan, or executes specific actions contemplated by the plan and all criteria for liability recognition have been met. Charges for restructuring are reported in restructuring and other charges in the Condensed Consolidated Statements of Operations.

The activity in the accrued balances incurred in relation to restructuring programs during the three months ended March 31, ~~2020~~2021 were as follows:

(In millions) Employee Related Costs Exit Costs Total
Balance at December 31, 2019 $ 87
$ 125
$ 212
Additional charges 18
23
41
Cash payments/utilization (4 ) (4 ) (8 )
Balance at March 31, 2020 $ 101
$ 144
$ 245


(In millions)	Employee Related Costs		Exit Costs		Non-cash Charges		Total
Balance at December 31, 2020	$	51	$	126	$	0	$	177
Additional charges	3		2		1		6
Cash payments/utilization	(12)		(17)		(1)		(30)
Balance at March 31, 2021	$	42	$	111	$	0	$	153

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

(In millions) March 31, 2020 December 31, 2019
Accounts payable $ 66
$ 46
Payroll and benefits payable 73
64
Employee benefits 28
23
Deferred credits and other noncurrent liabilities 78
79
Total $ 245
$ 212


(In millions)	March 31, 2021		December 31, 2020
Accounts payable	$	37	$	34
Payroll and benefits payable	20		29
Employee benefits	22		22
Deferred credits and other noncurrent liabilities	74		92
Total	$	153	$	177

~~22.~~

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, ~~2020~~,2021, U. S. Steel was a defendant in approximately ~~808~~895 active cases involving approximately ~~2,400~~2,485 plaintiffs. The vast majority of these cases involve multiple defendants. About ~~1,540,~~1,550, or approximately 6462 percent, of these plaintiff claims are currently pending in ~~jurisdictions~~a jurisdiction which ~~permit~~permits filings with massive numbers of plaintiffs. At December 31, ~~2019,~~2020, U. S. Steel was a defendant in approximately ~~800~~855 cases involving approximately ~~2,390~~2,445 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.

-23-

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 ^(a)
New Claims Closing
Number
of Claims
December 31, 2017 3,340 275 250 3,315
December 31, 2018 3,315 1,285 290 2,320
December 31, 2019 2,320 195 265 2,390
March 31, 2020 2,390 90 100 2,400


Period ended	Opening Number of Claims	Claims Dismissed, Settled and Resolved (a)	New Claims	Closing Number of Claims
December 31, 2018	3,315	1,285	290	2,320
December 31, 2019	2,320	195	265	2,390
December 31, 2020	2,390	240	295	2,445
March 31, 2021	2,445	35	75	2,485

(a) The period ending December 31, 2018 includes approximately 1,000 dismissed cases previously pending in the State of Texas.

Historically, asbestos-related claims against U. S. Steel fall into 3 groups: (1) claims made by persons who allegedly were exposed to asbestos on the premises of U. S. Steel facilities; (2) claims made by persons allegedly exposed to products manufactured by U. S. Steel; and (3) claims made under certain federal and maritime laws by employees of former operations of U. S. Steel.

The amount U. S. Steel accrues for pending asbestos claims is not material to U. S. Steel’s financial condition. However, U. S. Steel is unable to estimate the ultimate outcome of asbestos-related claims due to a number of uncertainties, including: (1) the rates at which new claims are filed, (2) the number of and effect of bankruptcies of other companies traditionally defending asbestos claims, (3) uncertainties associated with the variations in the litigation process from jurisdiction to jurisdiction, (4) uncertainties regarding the facts, circumstances and disease process with each claim, and (5) any new legislation enacted to address asbestos-related claims.

Further, U. S. Steel does not believe that an accrual for unasserted claims is required. At any given reporting date, it is probable that there are unasserted claims that will be filed against the Company in the future. In 2020 and 2019, the Company engaged an outside valuation consultant to assist in assessing its ability to estimate an accrual for unasserted claims. This assessment was based on the Company's settlement experience, including recent claims trends. The analysis focused on settlements made over the last several years as these claims are likely to best represent future claim characteristics. After review by the valuation consultant and U. S. Steel management, it was determined that the Company could not estimate an accrual for unasserted claims.

Despite these uncertainties, management believes that the ultimate resolution of these matters will not have a material adverse effect on U. S. Steel’s financial condition.

Environmental matters – U. S. Steel is subject to federal, state, local and foreign laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance. Changes in accrued liabilities for remediation activities where U. S. Steel is identified as a named party are summarized in the following table:

(In millions) Three Months Ended March 31, 2020
Beginning of period $ 186
Accruals for environmental remediation deemed probable and reasonably estimable 1
Obligations settled (9 )
End of period $ 178


(In millions)	Three Months Ended March 31, 2021
Beginning of period	$	146
Accruals for environmental remediation deemed probable and reasonably estimable	2
Obligations settled	(5)
End of period	$	143

Accrued liabilities for remediation activities are included in the following Condensed Consolidated Balance Sheet lines:

(In millions) March 31, 2020 December 31, 2019
Accounts payable $ 55
$ 53
Deferred credits and other noncurrent liabilities 123
133
Total $ 178
$ 186


(In millions)	March 31, 2021		December 31, 2020
Accounts payable and other accrued liabilities	$	43	$	43
Deferred credits and other noncurrent liabilities	100		103
Total	$	143	$	146

Expenses related to remediation are recorded in cost of sales and were immaterial for both ~~three month~~the three-month periods ended March 31, ~~2020~~2021 and March 31, ~~2019.~~2020. It is not currently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties that may be imposed. Due to uncertainties inherent in remediation projects and the associated liabilities, it is reasonably possible that total remediation costs for active matters may exceed the accrued liabilities by as much as 20 to 30 percent.

Remediation Projects

U. S. Steel is involved in environmental remediation projects at or adjacent to several current and former U. S. Steel facilities and other locations that are in various stages of completion ranging from initial characterization through post-closure monitoring. Based on the anticipated scope and degree of uncertainty of projects, ~~we categorize~~the Company categorizes projects as follows:

~~(1)~~

-24-

~~Projects with Ongoing Study and Scope Development -~~ Projects which are still in the development phase. For these projects, the extent of remediation that may be required is not yet known, the remediation methods and plans are not yet developed, and/or cost estimates cannot be determined. Therefore, significant costs, in addition to the accrued liabilities for these projects, are reasonably possible. There are 6 environmental remediation projects where additional costs for completion are not currently estimable, but could be material. These projects are at Fairfield Works, Lorain Tubular, USS-POSCO Industries (UPI), the Fairless Plant, Gary Works and the former steelmaking plant at Joliet, Illinois. As of March 31, 2020, accrued liabilities for these projects totaled $2 million for the costs of studies, investigations, interim measures, design and/or remediation. It is reasonably possible that additional liabilities associated with future requirements regarding studies, investigations, design and remediation for these projects could be as much as $30 million to $45 million.

~~(2)~~

~~Significant Projects with Defined Scope -~~ Projects with significant accrued liabilities with a defined scope. As of March 31, 2020, there are 4 significant projects with defined scope greater than or equal to $5 million each, with a total accrued liability of $118 million. These projects are Gary Resource Conservation and Recovery Act (RCRA) (accrued liability of $24 million), the former Geneva facility (accrued liability of $41 million), the Cherryvale zinc site (accrued liability of $9 million) and the former Duluth facility St. Louis River Estuary (accrued liability of $44 million).

~~(3)~~

~~Other Projects with a Defined Scope -~~ Projects with relatively small accrued liabilities for which we believe that, while additional costs are possible, they are not likely to be significant, and also include those projects for which we do not yet possess sufficient information to estimate potential costs to U. S. Steel. There are 2 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, 2020 was $4 million. These projects have progressed through a significant portion of the design phase and material additional costs are not expected.

(1)Projects with Ongoing Study and Scope Development - Projects which are still in the development phase. For these projects, the extent of remediation that may be required is not yet known, the remediation methods and plans are not yet developed, and/or cost estimates cannot be determined. Therefore, significant costs, in addition to the accrued liabilities for these projects, are reasonably possible. There are 4 environmental remediation projects where additional costs for completion are not currently estimable, but could be material. These projects are at Fairfield Works, Lorain Tubular, USS-POSCO Industries (UPI), and the former steelmaking plant at Joliet, Illinois. As of March 31, 2021, accrued liabilities for these projects totaled $1 million for the costs of studies, investigations, interim measures, design and/or remediation. It is reasonably possible that additional liabilities associated with future requirements regarding studies, investigations, design and remediation for these projects could be as much as $22 million to $36 million.

(2)Significant Projects with Defined Scope - Projects with significant accrued liabilities with a defined scope. As of March 31, 2021, there are 4 significant projects with defined scope greater than or equal to $5 million each, with a total accrued liability of $85 million. These projects are Gary Resource Conservation and Recovery Act (RCRA) (accrued liability of $25 million), the former Geneva facility (accrued liability of $20 million), the Cherryvale zinc site (accrued liability of $5 million) and the former Duluth facility St. Louis River Estuary (accrued liability of $35 million).

(3)Other Projects with a Defined Scope - Projects with relatively small accrued liabilities for which we believe that, while additional costs are possible, they are not likely to be significant, and also include those projects for which we do not yet possess sufficient information to estimate potential costs to U. S. Steel. There are 3 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, 2021 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, ~~2020~~2021 was approximately ~~$3 million. We do~~$3 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 ~~$23~~$23 million at March 31, ~~2020~~2021 and were based on known scopes of work.

Administrative and Legal Costs – As of March 31, ~~2020~~,2021, U. S. Steel had an accrued liability of ~~$11~~$13 million for administrative and legal costs related to environmental remediation projects. These accrued liabilities were based on projected administrative and legal costs for the next three years and do not change significantly from year to year.

Capital Expenditures – For a number of years, U. S. Steel has made substantial capital expenditures to comply with various regulations, laws and other requirements relating to the environment. In the first three months of ~~2020~~2021 and ~~2019,~~2020, such capital expenditures totaled $4$3 million and ~~$16~~$4 million, respectively. U. S. Steel anticipates making additional such expenditures in the future, which may be material; however, the exact amounts and timing of such expenditures are uncertain because of the continuing evolution of specific regulatory requirements.

EU Environmental Requirements- Under the EU Emissions Trading ~~Scheme (ETS)~~System (EU ETS), ~~USSK's~~USSE's final allocation ~~of allowances~~ for the Phase III period, which ~~covers~~covered the years 2013 through 2020 iswas 48 million ~~allowances. Based~~European Union Allowances (EUA). During the years 2017 - 2020 we purchased approximately 12.3 million EUA totaling €141 million (approximately $165 million) to cover the Phase III period shortfall of EUA.

Phase IV commenced on ~~projected total production levels, we started to purchase allowances in~~1 January 2021 and will finish on 31 December 2030. The decision on USSE’s free allocation for the ~~third~~first five years of the Phase IV period is expected by the end of June 2021. In the fourth quarter of ~~2017 to meet the annual compliance submission in the future.~~2020 USSE started with purchases of EUA for Phase IV period. As of March 31, ~~2020,~~2021, we have ~~purchased~~pre-purchased approximately ~~12.2~~1.6 million ~~European Union Allowances (EUA)~~EUA totaling ~~€141.1~~€38 million (approximately ~~$154.6~~$46 million) to cover the estimated shortfall of emission allowances. We estimate that the total shortfall will be approximately 12.5 million allowances for the Phase III period. The full cost of complying with the ETS regulations will depend on future production levels and future emissions intensity levels..

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. ~~Our most recent estimate of total~~Total capital expenditures for projects to comply with or go beyond BAT requirements iswere €138 million (approximately ~~$151~~$162 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, ~~2020.~~2021. 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 full value of estimated expenditures. There could be increased operating costs associated with these projects, such as increased energy and maintenance costs. We are currently unable to reliably estimate what the increase in operating costs will be as many projects are in the development stage.EU funding received.

Environmental indemnifications – Throughout its history, U. S. Steel has sold numerous properties and businesses and many of these sales included indemnifications and cost sharing agreements related to the assets that were divested. ~~These indemnifications and cost sharing agreements have included provisions related to the condition of the property, the approved use, certain representations and warranties, matters of title, and~~

environmental matters. While most of these provisions have not specifically dealt with environmental issues, there have been transactions in which U. S. Steel indemnified the buyer for clean-up or remediation costs relating to the business sold or its then existing conditions or past practices related to non-compliance with environmental laws. Most of the recent indemnification and cost sharing agreements are of a limited nature, only applying to non-compliance with past and/or current laws. Some indemnifications and cost sharing agreements only run for a specified period of time after the transactions close and others run indefinitely. In addition, current owners or operators of property formerly owned or operated by U. S. Steel may have common law claims and cost recovery and contribution rights against U. S. Steel related to environmental matters. The amount of potential environmental liability associated with these transactions and properties is not estimable due to the nature and extent of the unknown conditions related to the properties divested and deconsolidated. Aside from the environmental liabilities already recorded as a result of these transactions due to specific environmental remediation activities and cases (included in the ~~$178~~$143 million of accrued liabilities for remediation discussed above), there are no other known probable and estimable environmental liabilities related to these transactions.

-25-

Guarantees – The maximum guarantees of the indebtedness of unconsolidated entities of U. S. Steel totaled $4$7 million at March 31, ~~2020~~.2021.

Other contingencies – Under certain operating lease agreements covering various equipment, U. S. Steel has the option to renew the lease or to purchase the equipment at the end of the lease term. If U. S. Steel does not exercise the purchase option by the end of the lease term, U. S. Steel guarantees a residual value of the

equipment as determined at the lease inception date (totaling approximately ~~$26~~$22 million at March 31, ~~2020~~)2021). NaN liability has been recorded for these guarantees as the potential loss is not probable.

Insurance – U. S. Steel maintains insurance for certain property damage, equipment, business interruption and general liability exposures; however, insurance is applicable only after certain deductibles and retainages. U. S. Steel is self-insured for certain other exposures including workers’ compensation (where permitted by law) and auto liability. Liabilities are recorded for workers’ compensation and personal injury obligations. Other costs resulting from losses under deductible or retainage amounts or not otherwise covered by insurance are charged against income upon occurrence.

U. S. Steel uses surety bonds, trusts and letters of credit to provide whole or partial financial assurance for certain obligations such as workers’ compensation. The total amount of active surety bonds, trusts and letters of credit being used for financial assurance purposes was approximately ~~$170~~$220 million as of March 31, ~~2020~~,2021, which reflects U. S. Steel’s maximum exposure under these financial guarantees, but not its total exposure for the underlying obligations. A significant portion of our trust arrangements and letters of credit are collateralized by ~~our~~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 ~~$147~~$129 million and ~~$190~~$133 million at March 31, ~~2020~~2021 and December 31, ~~2019~~,2020, respectively.

Capital Commitments – At March 31, ~~2020~~,2021, U. S. Steel’s contractual commitments to acquire property, plant and equipment totaled ~~$895 million~~.$588 million.

Contractual Purchase Commitments – U. S. Steel is obligated to make payments under contractual purchase commitments, including unconditional purchase obligations. Payments for contracts with remaining terms in excess of one year are summarized below (in millions):

Remainder of 2020 2021 2022 2023 2024 Later
Years Total
$568 $675 $568 $335 $108 $612 $2,866


Remainder of 2021	2022	2023	2024	2025	Later Years	Total
$865	$1,076	$453	$215	$188	$836	$3,633

The majority of U. S. Steel’s unconditional purchase obligations ~~relate~~relates to the supply of industrial gases, and certain energy and utility services with terms ranging from two to 1615 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, ~~2020~~,2021, if U. S. Steel were to terminate the agreement, it may be obligated to pay in excess of ~~$131 million~~.$103 million.

Total payments relating to unconditional purchase obligations were ~~$168 million~~ ~~and~~ ~~$158 million~~ ~~for the three months ended~~ ~~March 31, 2020~~ ~~and~~ ~~2019, respectively.~~

~~23.~~ ~~Significant Equity Investments~~

Summarized unaudited income statement information for our significant equity investments for the three months ended March 31, 2020 and 2019 is reported below (amounts represent 100% of investee financial information):

(In millions) 2020 2019
Net sales $ 317
$ 299
Cost of sales 287
259
Operating income 17
28
Net earnings 10
25
Net earnings attributable to significant equity investments 10
25

~~U. S. Steel's portion of the equity in net earnings of the significant equity investments above was $6~~$200 million and ~~$14~~$168 million for the three months ended March 31, 2021 and 2020, ~~and 2019, respectively, which is included in the earnings from investees line on the Condensed Consolidated Statement of Operations.~~

respectively.

~~24.~~

22. Common Stock ~~Repurchase Program~~Issued

In November 2018, U. S. Steel announced a two year 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 at the discretion of management. During ~~the three months ended March 31, 2019, U. S. Steel repurchased 2,115,875~~February 2021, we issued 48,300,000 shares of common stock for net proceeds of approximately ~~$42~~$791 million. ~~In December 2019, the Board of Directors terminated the authorization for the common stock repurchase program.~~

~~25.~~

23. Subsequent Events

Mon Valley Works Endless Casting and Rolling Project

~~Flat-Rolled Operating Configuration~~

InOn April ~~of 2020, U. S.~~12, 2021, United States Steel Corporation entered into a Notice and Acknowledgement with the Export Credit Agreement (ECA) lender, facility agent and ECA agent, KFW IPEX-BANK GMBH to acknowledge that the previously announced ~~operational adjustments across its North American footprint, including idling its Keetac Iron Ore Operations, Blast Furnaces #6~~endless casting and ~~#8 at Gary Works and Blast Furnace #1~~rolling project at Mon Valley Works ~~reductions to coke production at its Clairton Plant,~~would no longer be pursued and ~~reduced operating levels in~~ the ~~Tubular business and~~associated equipment for the project is now being evaluated for other ~~production facilities,~~uses. Use of the Export Credit Agreement for ~~an indefinite period~~further equipment purchases is also being evaluated. As of ~~time. Additionally,~~March 31, 2021, U. S. Steel ~~will adjust production at its Minntac operations in line with~~has capitalized approximately $200 million related to the ~~blast furnace idlings. These~~project. At this time, we do not expect that these actions will ~~be taken to further enhance~~have a material impact on our operations or financial results.

-26-

Debt Repayments

The following debt repayments occurred after March 31, 2021:

•During April 2021, U. S. Steel’s ability to preserve cash and liquidity given the continued uncertainty from the coronavirus (COVID-19) and the continued headwinds in global oil and gas markets. As a result, we expect to record one-time restructuring chargesSteel completed open market repurchases of approximately ~~$40~~$18 million ~~to $50~~and $14 million inof aggregate principal of its 6.250% Senior Notes due 2026 and its 6.875% Senior Notes due 2025, respectively.

•During April 2021, payments of €50 million (approximately $60 million) were made on the second quarter of 2020. Operating configurations are continuously being evaluated to properly respond to ever changing conditions. If further operational adjustments are made, additional one-time restructuring charges will be incurred. USSK Credit Facility.

~~USSK Labor Productivity Strategy~~

In April of 2020, USSK amended its labor agreement to include a Voluntary Early Retirement Program (VERP) that will be offered to certain employees of USSK. Employees can elect early retirement under the VERP between May 4, 2020 and May 22, 2020 with a termination date of June 30, 2020 for most employees. Special termination benefit charges of $25 million to $35 million are expected to be recorded in the second quarter of 2020 related to this VERP.

~~Minntac Mine Option Agreement~~

•On April 30, ~~2020 (the Effective Date), the Company entered into an Option Agreement (Option Agreement) with Stelco Inc.,~~2021, a ~~corporation governed under the laws~~payment of Canada (Stelco), pursuant to which, among other things, the Company granted Stelco the option (Option) to acquire an undivided 25% interest (the Option Interest) in a to-be-formed entity (the Joint Venture) that will own the Company’s current iron ore mine located in Mt. Iron, Minnesota (the Minntac Mine). As consideration for the Option, Stelco will pay the Company an aggregate amount of $100approximately $30 million ~~in 5 $20 million installments, which began~~was made on the Effective Date and will end on or before December 31, 2020 (the date upon which the final installment is paid, the Final Payment Date). In the event Stelco exercises the Option, Stelco will contribute an additional $500 million to the Joint Venture, 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. Concurrently with, and subject to, the execution and delivery of the Option Agreement, the Company and Stelco also entered into an Amended and Restated Pellet Sale and Purchase Contract.Big River Steel ABL Facility.

Subject to the terms and conditions of the Option Agreement, Stelco may exercise the Option at any time during the period commencing on the Final Payment Date and expiring at 11:59 p.m. Eastern Time on January 31, 2027 unless earlier terminated.



Item 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

U. S. Steel's results in the three months ended March 31, 2021 compared to the same period in 2020, across the reportable segments, benefited from improving business conditions despite continued challenges presented by the COVID-19 pandemic. Flat-Rolled results improved due to higher steel demand across most consumer and manufacturing industries, pushing both spot and contract prices higher. In Mini Mill, with the acquisition of Big River Steel on January 15, 2021, results were added for the first time in the first quarter of 2020 were significantly impacted by market challenges in each of the Company's three reportable segments: North American Flat-Rolled (Flat-Rolled), U. S. Steel Europe (USSE) and Tubular Products (Tubular). In Flat-Rolled, the2021. USSE results ~~were largely impacted by the reset of calendar year fixed contract prices and lost shipments at quarter end~~improved due to ~~many customers ceasing operations due to restrictions put in place in response to the coronavirus (COVID-19) pandemic. USSE continues to experience margin compression due to ongoing weak~~stronger performance of the manufacturing ~~sector~~ and construction sectors and higher selling prices though continued high levels of ~~imports.~~imports persist. In Tubular, t~~he COVID-19 outbreak and the~~net sales decreased as disruptions in the oil and gas industry ~~are negatively impacting~~continue to create significant reductions of drilling activity in the ~~market.~~U.S and continued high levels of energy tubular imports persist.

Net sales by segment for the ~~three~~ months ended March 31, ~~2020~~2021 and ~~2019~~2020 are set forth in the following table:


	Three Months Ended March 31,
(Dollars in millions, excluding intersegment sales)	2021		2020		% Change
Flat-Rolled Products (Flat-Rolled)	$	2,272	$	1,974	15	%
Mini Mill (a)	450		—		100	%
U. S. Steel Europe (USSE)	798		505		58	%
Tubular Products (Tubular)	134		255		(47)	%
Total sales from reportable segments	3,654		2,734		34	%
Other	10		14		(29)	%
Net sales	$	3,664	$	2,748	33	%
(a) Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big River Steel.

-27-

Three Months Ended
March 31,
(Dollars in millions, excluding intersegment sales) 2020 2019 % Change
Flat-Rolled $ 1,974
$ 2,405
(18 )%
USSE 505
737
(31 )%
Tubular 255
343
(26 )%
Total sales from reportable segments 2,734
3,485
(22 )%
Other Businesses 14
14
— %
Net sales $ 2,748
$ 3,499
(21 )%

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, ~~2020~~2021 versus the three months ended March 31, ~~2019~~2020 is set forth in the following table:


	Steel Products^(a)							Steel Products (a)
	Volume	Price	Mix	FX^(b)	Coke & Other^(c)	Net Change		Volume		Price		Mix		FX (b)		Other (c)		Net Change
Flat-Rolled	(7)%	(12)%	2%	—%	(1)%	(18)%	Flat-Rolled	(6)	%	17	%	3	%	—	%	1	%	15	%
Mini Mill (d)							Mini Mill (d)	n/a
USSE	(24)%	(6)%	2%	(2)%	(1)%	(31)%	USSE	30	%	19	%	(3)	%	12	%	—	%	58	%
Tubular	(9)%	(14)%	(2)%	—%	(1)%	(26)%	Tubular	(51)	%	—	%	3	%	—	%	1	%	(47)	%
(a) Excludes intersegment sales							(a) Excludes intersegment sales
(b) Foreign currency translation effects							(b) Foreign currency translation effects
(c) Primarily of sales of raw materials and coke making by-products							(c) Primarily of sales of raw materials and coke making by-products
(d) Not applicable (n/a), Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big River Steel.							(d) Not applicable (n/a), Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big River Steel.

^(a) ~~Excludes intersegment sales~~

^(b) ~~Foreign currency translation effects~~

^(c) ~~Includes sales of coke and scrap inventory~~

Net sales for the three months ended March 31, 2021 compared to the same period in 2020 were $3,664 million and $2,748 million, respectively.

•For the Flat-Rolled segment the increase in sales primarily resulted from higher realized prices ($177 per ton) across all products, partially offset by decreased shipments (177 thousand tons) notably for hot-rolled products.

•For the USSE segment the increase in sales resulted from increased shipments (242 thousand tons) predominantly for hot-rolled products and higher average realized prices ($137 per net ton) across all products.

•For the Tubular segment the decrease in sales primarily resulted from decreased shipments (98 thousand tons) across all products.

Selling, general and administrative expenses

Selling, general and administrative expenses were $96 million and $72 million in the three months ended March 31, ~~2020, compared with $3,499 million~~2021 and 2020. The increase in the same period last year. The decrease in sales for the Flat-Rolled segment resulted from lower realized prices (decrease of $87 per net ton), notably for hot-rolled products and decreased shipments (decrease of 216 thousand tons) notably for lower value-added products. The USSE segment continues to experience significant market challenges, which resulted in decreased sales versus the same period last year. The change in sales for the USSE segment was primarily due to decreased shipments (decrease of 263 thousand net tons) in most product categories from continued high levels of imports and significantly weaker economic conditions, primarily in the manufacturing sector. The decrease in sales for the Tubular segment resulted from lower average realized prices (decrease of $266 per net ton) and decreased shipments (decrease of 20 thousand net tons) from lower demand and continued high levels of imports in the tubular market.

~~Pension and other benefits costs~~

Pension and other benefit costs (other than service cost) are reflected within net interest and other financial costs and the service cost component is reflected within cost of sales in the Condensed Consolidated Statements of Operations.

~~Defined benefit and multiemployer pension plan costs included in cost of goods sold totaled $33 million and $29 million in the three months ended~~ ~~March 31, 2020~~ ~~and 2019, respectively.~~

~~Costs related to defined contribution plans totaled $11 million and $12 million~~expenses in the three months ended March 31, 2021 versus the same period in 2020 primarily resulted from the addition of Big River Steel with the purchase of its remaining equity interest and ~~2019 respectively.~~increased profit-based payments.

~~Other benefit expense included in cost of sales totaled $3 million in both the three months ended~~
~~March 31, 2020~~ ~~and 2019.~~

~~Selling, general and administrative expenses~~

~~Selling, general and administrative expenses were $72 million and $78 million in the three months ended March 31, 2020 and 2019 respectively.~~

Restructuring and other charges

During the three months ended March 31, 2021 and 2020, the Company recorded restructuring and other charges of $6 million and $41 million, which consists of charges of $22 million for the indefinite idling of a significant portion of Great Lakes Works, $13 million for the indefinite idling of our of Lone Star Tubular Operations and Lorain Tubular Operations and $6 million for Company-wide headcount reductions.

~~Charges for restructuring initiatives are recorded in the period the Company commits~~respectively. See Note 20 to a restructuring plan, or executes specific actions contemplated by the plan and all criteria for liability recognition have been met. Charges related to restructuring are reported in restructuring and other charges in the Condensed Consolidated Financial Statements ~~of Operations.~~for further details.

Strategic projects and technology investments

We are executing on our customer-centric strategy to transform U. S. Steel into a world-competitive, Best of BothSM, steelmaker by combining the best of the integrated steelmaking model with the best of the mini mill steelmaking model. Our strategy will deliver product and process innovation to create unmatched value for our customers while enhancing our earnings profile and delivering long-term cash flow through industry cycles.

On January 15, 2021, the Company completed a significant step in this transformation with the acquisition of 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. The results of Big River Steel are reflected within the new Mini Mill segment. The acquisition of Big River Steel increased U. S. Steel's annual raw steel production capability by 3.3 million net tons to 26.2 million net tons. The Mini Mill segment has two electric arc furnaces (EAFs), two ladle metallurgical furnace stations (LMFs), a Ruhrstahl Heraeus degasser, two continuous slab casters, a pickle line tandem cold mill, batch annealing, a temper mill and a galvanizing line. Big River Steel commenced commercial production on the second EAF during the fourth quarter of 2020, doubling its raw steel production capacity.

In addition to the investment in Big River Steel, the Company has identified other core assets for investment as part of its Best of Both strategy.

The Company expects to invest approximately ~~$500~~$550 million, of which approximately 4050 percent has already been spent, to upgrade the Gary Works hot strip mill through a series of projects focused on expanding the line's competitive

advantages. The Gary Works hot strip mill will further differentiate itself as a leader in heavy-gauge products in strategic markets. In the fourth quarter of 2020 the Company resumed certain capability upgrades after it had delayed upgrades as part of the Company's comprehensive response to impacts from COVID-19 in the first quarter of 2020. The Company ~~currently has paused planned upgrades and~~ will continue to evaluate the pace and timeline for completing the remaining investments in the Gary Works hot strip mill.

In October 2019, the Company completed the first step in acquiring Big River Steel in Osceola, Arkansas through the purchase of a 49.9% ownership interest at a purchase price of approximately $700 million in cash, with a call option to acquire the remaining 50.1% within the next four years at an agreed-upon price formula based on Big River Steel’s achievement of certain metrics that include: free cash flow, product development, safety and the completion of a proposed expansion of Big River Steel's existing manufacturing line. Big River Steel currently operates a technologically advanced mini mill with approximately 1.65 million tons of steel making capacity.

-28-

In May 2019, U. S. Steel announced that it will construct a new endless casting and rolling facility at its Edgar Thomson Plant in Braddock, Pennsylvania, and a cogeneration facility at its Clairton Plant in Clairton, Pennsylvania, both part of the Company's Mon Valley Works. This investment in state-of-the-art sustainable steel technology is expected to significantly upgrade the production capability of our lowest liquid steel cost mill in the U.S., while further reducing conversion costs through improved process efficiencies, yield and energy consumption. The investment is currently expected to be at least $1.5 billion and is expected to generate run-rate earnings before interest, taxes, depreciation and amortization (EBITDA) of approximately $275 million upon completion. The Company continues to evaluate design and engineering for the project. The company currently expects groundbreaking for this project to be delayed for an indeterminate period until market conditions become more certain.

In February 2019, U. S. Steel restarted construction of the EAF steelmaking facility at its Tubular Operations in Fairfield, Alabama. The EAF is expected to strengthen our competitive position and reduce rounds cost by $90 per ton as the Company becomes self-sufficient in its rounds supply. The EAF is expected to begin producing steel in the second half of 2020.

In January 2019, U. S. Steel announced the construction of a new Dynamo line at USSE. The new line, a $130 million investment, has an annual capacity of approximately 100,000 metric tons. Construction on the Dynamo line began in mid-2019 ~~and was targeted~~but due to ~~be operational in the fourth quarter of 2020 but based on current~~challenging market conditions, ~~the project is delayed.~~has been paused. Upon its completion, the new line will enable production of sophisticated silicon grades of non-grain oriented (NGO) electrical steels to support increased demand in vehicles and generators.

~~COVID-19 and Disruptions in the Oil and Gas Industries~~

The global pandemic resulting from the novel coronavirus designated as COVID-19 has had a significant impact on economies, businesses and individuals around the world. Efforts by governments around the world to contain the virus have involved, among other things, border closings and other significant travel restrictions; mandatory stay-at-home and work-from-home orders in numerous countries, including the United States; mandatory business closures; public gathering limitations; and prolonged quarantines. These efforts and other governmental and individual reactions to the pandemic have led to significant disruptions to commerce, lower consumer demand for goods and services and general uncertainty regarding the near-term and long-term impact of the COVID-19 virus on the domestic and international economy and on public health. These developments and other consequences of the outbreak have and could continue to materially adversely impact the Company's results of operations, financial condition and cash flows.

The duration, severity, speed and scope of the COVID-19 outbreak is highly uncertain and the extent to which COVID-19 will affect our operations will depend on future developments which cannot be predicted at this time. Although we continue to operate, we have experienced, and are likely to continue to experience, significant reductions in demand for our products.

In addition, the oil and gas industry, which is one of our significant end markets, has been experiencing a significant amount of disruption and oversupply at a time of declining demand, resulting in a decline in profitability. Our Tubular operations support the oil and gas industry, and therefore the industry's decline has led to a significant decline in demand for our Tubular products. The steep decline in oil prices was considered a triggering event for our welded tubular and seamless tubular asset groups, and as a consequence, we have recorded a $263 million impairment

~~charge for the welded tubular asset group (see Note 1 to the Condensed Consolidated Financial Statements for further details).~~

In response to the decline in demand for our products resulting from the COVID-19 outbreak and the disruptions in the oil and gas industry, we have taken a number of actions to preserve cash and enhance our liquidity. On March 23, 2020, we borrowed an additional $800 million under the Fifth Amended and Restated Credit Agreement, and will hold the cash on our balance sheet. We also announced a $125 million reduction in expected 2020 capital expenditures, including a delay in the construction of ournew endless casting and rolling ~~line~~facility at its Edgar Thomson Plant in Braddock, Pennsylvania, and a cogeneration facility at its Clairton Plant in Clairton, Pennsylvania, both part of the Company's Mon Valley ~~Works.~~Works, an expected investment of at least $1.5 billion. The Company purchased certain equipment for this project before delaying groundbreaking in March 2020 in response to COVID-19. As of March 31, 2021, the Company had capitalized approximately $200 million related to the project. The Company has determined not to pursue this project and is re-evaluating uses for the already purchased equipment.

Ongoing Impact of COVID-19

In 2020 the spread of the coronavirus pandemic across the globe significantly impacted global markets and nearly every industry, U. S. Steel included. We ~~are also evaluating~~quickly recognized the uncertainty and potential ~~loan~~severity the pandemic would cause, and ~~other financial assistance programs available under~~implemented our crisis response plan. Overseen by our Board of Directors, and led by our executive team, we implemented a comprehensive and adaptive response to the ~~federal CARES Act, which was signed into law~~pandemic focused on ~~March 27, 2020,~~protecting lives and livelihoods, remaining nimble to ~~support companies adversely impacted by~~execute our strategy and supporting our customers and communities, all in line with our S.T.E.E.L. Principles: Safety First; Trust and Respect; Environmental Stewardship; Excellence and Accountability; and Lawful and Ethical Conduct. Some of the ~~COVID-19 pandemic.~~measures we continue to practice include:

•Issuing regular communications, including preventive tips, and a dedicated website for employees and their families;

•Providing employees with protective equipment, masks, and sanitizing and cleaning supplies and enhanced cleaning frequency;

•Limiting outside visitors to our facilities, restricting access for non-essential vendors, suppliers and contractors;

•Actively managing physical distancing while at work; and

•Permitting a majority of our employees in our administrative offices and headquarters to work from home.

Operating configuration ~~changes in response to market conditions and COVID-19~~adjustments

The Company ~~has~~also adjusted its operating configuration in response to changing market conditions including ~~the economic impacts from the COVID-19 pandemic, significant recent changes in global oil and gas markets and increasing~~ global overcapacity, unfair trade practices and ~~unfairly traded~~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 ~~align production with~~maximize its ~~order book~~strategy of combining the Best of Both leading integrated and ~~meet the needs of our customers.~~mini mill technology.

~~In March and April of 2020, we took additional footprint actions to temporarily idle certain operations for an indefinite period to better align production with customer demand, including:~~

~~Blast Furnaces #4, #6 and #8 at Gary Works~~

~~Blast Furnace A at Granite City Works~~

~~Blast Furnace #1 at Mon Valley Works~~

~~Lone Star Tubular Operations~~

~~All or most of Lorain Tubular Operations~~

~~Keetac Iron Ore Operations~~

Additionally, U. S. Steel will reduce coke production at its Clairton Plant and will adjust production at its Minntac operations in line with the blast furnace idlings. U. S. Steel will reduce operating levels in the Tubular business and other production facilities and will continue to evaluate its operating configuration to properly respond to ever changing conditions. When market conditions improve, we will assess the footprint required to support our customers’ needs and make decisions about resuming production at idled facilities or increasing production at facilities operating at reduced levels.

As of March 31, 2020 the carrying value of the idled fixed assets within the facilities noted above was: Gary Works blast furnaces, $130 million; Granite City Works Blast Furnace A, $65 million; Mon Valley Works Blast Furnace #1, $35 million; Lone Star Tubular Operations, $10 million; Lorain Tubular Operations, $75 million; and Keetac Iron Ore Operations, $80 million.

In December 2019, U. S. Steel announced that it would indefinitely idle a significant portion of Great Lakes ~~Works.~~Works due to market conditions including continued high levels of imports. The Company began idling the iron and steelmaking facilities in March 2020 and ~~expects to begin idling~~ the hot strip mill rolling facility ~~before the end of~~in June 2020. The carrying value of the Great Lakes Works facilities that ~~we intend to~~were indefinitely ~~idle~~idled was approximately ~~$370~~$320 million as of March 31, ~~2020.~~2021.

In December 2019, the Company completed the indefinite idling of its East Chicago Tin (ECT) operations within its Flat-Rolled segment. ECT was indefinitely idled primarily due to increased tin import levels in the U.S. Additionally, U. S. Steel indefinitely idled its finishing facility in Dearborn, Michigan (which operates an electrolytic galvanizing line), during the fourth quarter of 2019. The carrying value of these facilities was approximately ~~$20~~$15 million as of March 31, ~~2020.~~2021.

In ~~October 2019,~~2020, we took actions to adjust our footprint by temporarily idling certain operations for an indefinite period to better align production with customer demand and respond to the ~~Company announced an enhanced operating model and organizational structure to accelerate~~impacts from the ~~Company’s strategic transformation and better serve its customers.~~COVID-19 pandemic. The ~~new operating model was effective January 1,~~operations that were initially idled in 2020 and ~~is centered around manufacturing, commercial, and technological excellence. Our former “commercial entity” structure was put into place to deepen understanding~~remained idle as of business ownership and our relationships with customers and allowed the Company to identify the technology that would differentiate our products and processes on the basis of cost and/or capabilities. The new enhanced operating model is a logical next step in the execution of the Company’s strategy and will make us a more nimble company positioned to deliver the benefits of our strategy through the cycle.March 31, 2021 included:

•Blast Furnace A at Granite City Works

•Lone Star Tubular Operations

•Lorain Tubular Operations

~~In July 2019, U. S. Steel began implementing a labor productivity strategy~~•Wheeling Machine Products coupling production facility at USSK so that it could better compete in the European steel market, which has experienced softening demand as well as a significant increase in imports. It is anticipated that the labor productivity strategy will result in total headcount reductions, including contractors, of approximately 2,500 by the end of 2021. Hughes Springs, Texas

As of March 31, ~~2020, approximately 1,950 positions, including approximately 425 contractors, were eliminated.~~

In June 2019, to better align global production with its order book U. S. Steel idled a blast furnace in Europe resulting in a monthly blast furnace production capacity reduction of approximately 125,000 tons. Blast furnace production may resume when market conditions improve. ~~As of March 31, 2020~~2021 the carrying value of ~~this~~the idled ~~blast furnace was $10 million.~~fixed assets for facilities noted above was: Granite City Works Blast Furnace A, $65 million; Lone Star Tubular Operations, $5 million; Lorain Tubular Operations, $70 million and Wheeling Machine Product's production facility, immaterial.

-29-

Earnings (loss) before interest and income taxes by segment ~~for the three months ended March 31, 2020 and 2019~~ is set forth in the following table:

-30-


		Three Months Ended March 31,						% Change				Three months ended March 31,				% Change
	(Dollars in millions)	2020			2019						(Dollars in millions)	2021		2020
Flat-Rolled	Flat-Rolled	$	(35	)	$	95		(137	)%	Flat-Rolled		$	146	$	(35)	517	%
Mini Mill (a)										Mini Mill (a)		132		—		n/a
USSE	USSE	(14		)	29			(148	)%	USSE		105		(14)		850	%
Tubular	Tubular	(48		)	10			(580	)%	Tubular		(29)		(48)		40	%
	Total earnings from reportable segments	(97		)	134			(172	)%		Total earnings (loss) from reportable segments	354		(97)		465	%
Other Businesses		1			8			(88	)%
Other										Other		8		1		700	%
	Segment (loss) earnings before interest and income taxes	(96		)	142			(168	)%		Segment earnings (loss) before interest and income taxes	362		(96)		477	%
Items not allocated to segments:	Items not allocated to segments:									Items not allocated to segments:
	Tubular asset impairment charges	(263		)	—						Big River Steel - inventory step-up amortization	(24)		—
	Gain on previously held investment in UPI	25			—						Big River Steel - unrealized losses	(9)		—
	Restructuring and other charges	(41		)	—						Big River Steel - acquisition costs	(9)		—
	December 24, 2018 Clairton coke making facility fire	—			(31		)				Restructuring and other charges	(6)		(41)
Total (loss) earnings before interest and income taxes		$	(375	)	$	111		(438	)%
											Gain on previously held investment in Big River Steel	111
											Asset impairment charge	—		(263)
											Gain on previously held investment in UPI	—		25
Total earnings (loss) before interest and income taxes										Total earnings (loss) before interest and income taxes		$	425	$	(375)	213	%
(a) Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big River Steel.										(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
	Three Months Ended March 31,						% Change			2021			2020
	2020			2019
Earnings before interest and taxes ($ millions)	$	(35	)	$	95		(137	)%
Earnings (loss) before interest and taxes ($ millions)									Earnings (loss) before interest and taxes ($ millions)	$	146		$	(35)		517	%
Gross margin	7		%	10		%	(3	)%	Gross margin	15		%	7		%	8	%
Raw steel production (mnt)	3,148			3,075			2	%	Raw steel production (mnt)	2,581			3,148			(18)	%
Capability utilization	74		%	73		%	1	%	Capability utilization	62		%	74		%	(12)	%
Steel shipments (mnt)	2,509			2,725			(8	)%	Steel shipments (mnt)	2,332			2,509			(7)	%
Average realized steel price per ton	$	711		$	798		(11	)%	Average realized steel price per ton	$	888		$	711		25	%
Intersegment sales to Tubular (mnt)	$	92		$	81		14	%

The ~~decrease~~increase in Flat-Rolled results for the three months ended March 31, ~~2020~~2021 compared to the same period in ~~2019~~2020 was primarily due ~~to lower~~to:

•increased average realized prices (approximately ~~$255~~$345 million) ~~and decreased shipments, including substrate to our Tubular segment (approximately $55 million). This~~,

this change was partially offset ~~by lower~~by:

•decreased shipments (approximately $15 million)

•decreased mining sales (approximately $30 million)

•higher raw material costs ~~primarily for purchased scrap and better blast furnace usage from improved reliability~~ (approximately ~~$75~~$20 million)~~, decreased~~

•higher energy costs (approximately ~~$75~~$15 million)

•higher other costs, primarily variable compensation and LIFO inventory adjustments, (approximately $85 million).

Gross margin for the three months ended March 31, 2021 compared to the same period in 2020 increased primarily as a result of higher average realized prices.

-31-

Segment results for Mini Mill (a)


	Three Months Ended March 31,
	2021			2020
Earnings before interest and taxes ($ millions)	$	132		$	—
Gross margin	36		%	—		%
Raw steel production (mnt)	510			—
Capability utilization	75		%	—		%
Steel shipments (mnt)	447			—
Average realized steel price per ton	$	967		$	—
(a) Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big River Steel.

Segment results for USSE


	Three Months Ended March 31,						% Change
	2021			2020
Earnings (loss) before interest and taxes ($ millions)	$	105		$	(14)		850	%
Gross margin	17		%	4		%	13	%
Raw steel production (mnt)	1,197			882			36	%
Capability utilization	97		%	71		%	26	%
Steel shipments (mnt)	1,043			801			30	%
Average realized steel price per ($/ton)	$	748		$	611		22	%
Average realized steel price per (€/ton)	€	620		€	554		12	%

The increase in USSE results for the three months ended March 31, 2021 compared to the same period in 2020 was primarily due to:

•Increased average realized prices (approximately $100 million)

•increased shipments (approximately $20 million)

•strengthening of the Euro versus the U.S. dollar (approximately $25 million), ~~decreased operating~~

these changes were partially offset by:

•higher raw material costs (approximately ~~$15~~$20 million) ~~and decreased~~

•higher other costs ~~including sales, general and administrative~~ (approximately ~~$15~~$5 million).

Gross margin for the three months ended March 31, ~~2020~~2021 compared to the same ~~period~~periods in ~~2019 decreased~~2020 increased primarily as a result of ~~lower~~higher sales volume and higher average realized prices.

Segment results for ~~USSE~~Tubular


	Three Months Ended March 31,						% Change
	2021			2020
Loss before interest and taxes ($ millions)	$	(29)		$	(48)		40	%
Gross margin	(11)		%	(12)		%	1	%
Raw steel production (mnt) (a)	93			—			n/a
Capability utilization (a)	42		%	—		%	42	%
Steel shipments (mnt)	89			187			(52)	%
Average realized steel price per ton	$	1,372		$	1,283		7	%
(a) Tubular segment raw steel added in October 2020 with the start-up of the new electric arc furnace.

-32-

Three Months Ended
March 31, % Change
2020 2019
(Loss) earnings before interest and taxes ($ millions) $ (14 ) $ 29
(148 )%
Gross margin 4 % 9 % (5 )%
Raw steel production (mnt) 882
1,159
(24 )%
Capability utilization 71 % 94 % (23 )%
Steel shipments (mnt) 801
1,064
(25 )%
Average realized steel price per ($/ton) $ 611
$ 670
(9 )%
Average realized steel price per (€/ton) € 554
€ 590
(6 )%

The ~~decrease~~increase in ~~USSE~~Tubular results for the three months ended March 31, ~~2020~~2021 as compared to the same period in ~~2019~~2020 was primarily due ~~to lower~~to:

•increased average realized prices (approximately ~~$40~~$5 million)~~, decreased shipments, including volume inefficiencies~~

•lower operating costs (approximately $10 million)

•lower other costs, primarily idled plant carrying costs, (approximately $25 million) ~~and the weakening of the euro versus the U.S. dollar~~.

these changes were partially offset by:

•decreased shipments (approximately $10 million)~~. This change was partially offset by lower spending and other~~

•higher raw material costs (approximately ~~$30~~$10 million).

Gross margin for the three months ended March 31, ~~2020~~2021 compared to the same period in ~~2019 decreased~~2020 increased primarily as a result of ~~lower average realized prices.~~

~~Segment results for~~the positive cost improvements from the Tubular

Three Months Ended
March 31, % Change
2020 2019
(Loss) earnings before interest and taxes ($ millions) $ (48 ) $ 10
(580 )%
Gross margin (12 )% 7 % (19 )%
Steel shipments (mnt) 187
207
(10 )%
Average realized steel price per ton $ 1,283
$ 1,549
(17 )%

The decrease in Tubular results for the three months ended March 31, 2020 as compared to the same period in 2019 was primarily due to lower average realized prices (approximately $45 million), decreased shipments, including volume inefficiencies (approximately $20 million), increased investment related costs (approximately $10 million), higher energy costs (approximately $5 million) and increased other costs (approximately $10 million). These changes were plant idlings, partially offset by ~~lower substrate and rounds costs (approximately $30 million).~~increased raw material costs.

~~Gross margin for the three months ended March 31, 2020 compared~~

Items not allocated to ~~the same period in 2019 decreased primarily as a result~~ segments

•We recorded Big River Steel - inventory step-up amortizationchargeof ~~lower average realized from lower demand and continued high levels of imports in the tubular market.~~

~~Results for Other Businesses~~

~~Other Businesses had earnings of $1 million and $8~~$24 million in the three months ended March 31, ~~2020 and 2019, respectively.~~2021. See Note 5 to the Condensed Consolidated Financial Statements for further details.

~~Items not allocated to segments~~

•We recorded ~~tubular asset impairment charges~~Big River Steel - unrealized losses of ~~$263~~$9 million in the three months ended March 31, ~~2020 as described~~2021 for the post-acquisition mark-to-market impacts of hedging instruments acquired with the purchase of the remaining equity interest in ~~Notes 1 and 10~~Big River Steel. See Note 14 to the Condensed Consolidated Financial ~~Statements.~~Statements for further details.

•We recorded ~~a $25~~Big River Steel - acquisition costs of $9 million~~gain on our previously held investment in UPI~~ in the three months ended March 31, ~~2020 as described~~2021.

•We recorded restructuring and other charges of $6 million in the three months ended March 31, 2021. See Note 20 to the Condensed Consolidated Financial Statements for further details.

•We recorded a gain on previously held equity investmentin Big River Steelof $111 million in the three months ended March 31, 2021. See Note 5 to the Condensed Consolidated Financial ~~Statements.~~Statements for further details.

~~We recorded in the three months ended March 31, 2020~~ ~~restructuring and other charges~~ ~~of $41 million as described under the "Restructuring and other charges" headingabove.~~

~~We incurred $31 million of costs associated with the~~ ~~December 24, 2018 Clairton coke making facility fire~~ ~~in the three months ended March 31, 2019 (see Environmental Matters, Litigation and Contingencies in the Liquidity and Capital Resources section for more details).~~

Net interest and other financial costs


	Three Months Ended March 31,				% Change
(Dollars in millions)	2021		2020
Interest expense	$	92	$	50	(84)	%
Interest income	(1)		(4)		(75)	%
Loss on debt extinguishment	255		—		(100)	%
Other financial cost (gains)	18		(3)		(700)	%
Net periodic benefit income	(31)		(8)		288	%
Total net interest and other financial costs	$	333	$	35	(851)	%

Three Months Ended
March 31, %
Change
(Dollars in millions) 2020 2019
Interest expense $ 50
$ 34
47 %
Interest income (4 ) (5 ) (20 )%
Other financial benefits (3 ) (3 ) — %
Net periodic benefit (income) cost (other than service cost) (8 ) 23
(135 )%
Total net interest and other financial costs $ 35
$ 49
(29 )%

~~The decrease in net~~Net interest and other financial costs increased in the three months ended March 31, ~~2020~~2021 as compared to the same period last year ~~is primarily~~from increased interest expense due to ~~lower net periodic benefit cost (as discussed below) partially offset by~~ a higher level of ~~debt.~~debt, debt retirement costs and higher other financial costs primarily from the absence of the prior year's favorable Big River Steel call and put option adjustments and foreign exchange losses, partially offset by an increase in net periodic benefit income (as discussed below).

The net periodic benefit ~~cost (other than service cost)~~income components of pension and other benefit costs are reflected in the table above, and ~~decreased~~increased in the three months ended March 31, ~~2020~~2021 as compared to the same periods last year primarily due to ~~the~~ better than expected ~~2019~~ asset performance and lower amortization of prior service ~~costs, lower future healthcare costs, and reduced participation in our retiree health plans.~~costs.

Income taxes

The income tax ~~(benefit)~~ provision (benefit)was ~~$(19) million and $8~~$1 million in the three months ended March 31, ~~2020 and 2019, respectively. In general, the amount of tax expense or benefit from continuing operations is determined without regard~~2021 compared to the tax effect of other categories of income or loss, such as other comprehensive income. However, an exception to this rule applies when there is a loss from continuing operations and income from other categories. Included$(19) million in the tax benefit in the first three months of 2020 is a discrete benefit of $10 million related to this accounting exception. Due to the full valuation allowance on our domestic deferred tax assets, the tax benefit in 2020 does not reflect any additional tax benefit for domestic pretax losses. In 2019, the tax provision reflects a benefit for percentage depletion in excess of cost depletion from iron ore that we produce and consume or sell.

~~For further information on income taxes see Note 13 to the Condensed Consolidated Financial Statements.~~

~~For~~ the three months ended March 31, ~~2020~~2020.

The Company regularly evaluates the need for a valuation allowance for its deferred income tax benefits by assessing whether it is more likely than not it will realize these benefits in future periods. In assessing the need for a valuation allowance, the Company considers all available evidence, both positive and ~~March 31, 2019~~negative, related to the likelihood of realization of its deferred income tax benefits, and based on the weight of that evidence, determines whether a valuation allowance is required.

Net earnings attributable to United States Steel Corporation ~~had~~were $91 million in the three months ended March 31, 2021, compared to a net loss of $391 million ~~and net earnings of $54 million, respectively.~~in the three months ended March 31, 2020. The changes primarily reflect the factors discussed above.

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~~BALANCE SHEET~~LIQUIDITY AND CAPITAL RESOURCES

~~Cash~~
~~increased by~~ ~~$601 million~~ ~~from year-end 2019 primarily as a result of borrowings on our revolving credit facilities. See Note 7 to the Condensed Consolidated Financial Statements for further details.~~

~~Receivables from related parties~~ decreased by $134 million primarily from the transaction to purchase USS-POSCO Industries (UPI) which included the assumption of $135 million of accounts payable owed to U. S. Steel for prior sales of steel substrate to UPI. This amount is reflected as a reduction in receivables from related parties as both the corresponding receivable and payable amounts between U. S. Steel and UPI are eliminated in consolidation upon acquisition. See Note 5 to the Condensed Consolidated Financial Statements for further details.

~~Inventories~~ ~~increased by~~ ~~$290 million~~ ~~from year-end 2019 primarily as a result of decreased sales and the addition of the UPI inventory amount to our Condensed Consolidated Balance Sheet.~~

~~Property, plant and equipment, net~~ decreased by $40 million from year-end 2019 primarily due to a $196 million write-down of impaired welded tubular assets (see Note 1 to the Condensed Consolidated Financial Statements for further details) partially offset by additional property, plant and equipment of $97 million due to the consolidation of UPI as a result of the acquisition of the remaining 50% ownership interest and the level of capital expenditures exceeding depreciation expense.

~~Intangibles - net~~ decreased by $16 million from year-end 2019 primarily due to a $67 million write-down of impaired welded tubular intangible assets partially offset by an acquired intangible asset of $54 million related to a UPI electricity contract. See Note 10 to the Condensed Consolidated Financial Statements for further details.

~~Accounts payable and other accrued liabilities~~ ~~increased by $79 million from year-end 2019 primarily as a result of an increase in the days in accounts payable cash conversion cycle.~~

~~Current portion of long-term debt~~ ~~increased by $85 million from year-end 2019 primarily as a result of adding the UPI Amended Credit Facility acquired through U. S. Steel's purchase of the 50% ownership interest in UPI.~~

~~Long-term debt, less unamortized discount and debt issuance costs~~ ~~increased by~~ ~~$989 million~~ ~~from year-end 2019 primarily due to borrowings on the Fifth Credit Facility Agreement. See Note 16 to the Condensed Consolidated Financial Statements for further details.~~

~~Employee benefits~~ ~~increased by $52 million from year-end 2019 primarily as a result of adding the UPI other postretirement employee benefit plans to our Condensed Consolidated Balance Sheet.~~

~~Deferred credits and other noncurrent liabilities~~ decreased by $86 million primarily from liabilities eliminated as a result of U. S. Steel's purchase of the 50% ownership interest in UPI and the change in value of the put option acquired with our purchase of Big River Steel.

~~CASH FLOW~~

Net cash ~~used~~provided by operating activities was ~~$142~~$111 million for the three months ended March 31, ~~2020~~2021 compared to net cash ~~provided~~used by operating activities of ~~$29~~$142 million in the same period last year. The ~~decrease~~increase in cash from operations is primarily due to ~~lower~~stronger financial results, partially offset by changes in working capital period over period.

Changes in working capital can vary significantly depending on factors such as the timing of inventory production and purchases, which is affected by the length of our business cycles as well as our captive raw materials position, customer payments of accounts receivable and payments to vendors in the regular course of business.

~~Our key working capital components include accounts receivable and inventory. The accounts receivable and inventory turnover ratios for the three months and twelve months ended~~
~~March 31,2020~~ ~~and~~ ~~2019~~ ~~are as follows:~~

Three Months Ended
March 31, Twelve Months Ended
March 31,
2020 2019 2020 2019
Accounts Receivable Turnover 2.3
2.1
8.4
8.8
Inventory Turnover 1.3
1.5
5.5
6.4

The increase in the accounts receivable turnover approximates 5 days for the three months ended March 31, 2020 as compared to the same period ended March 31, 2019 and is primarily due to receivable collections exceeding the decrease in sales from lower shipments and average realized prices across all of our segments. The decrease in the accounts receivable turnover approximates 2 days for the twelve months ended March 31, 2020 as compared to the same period ended March 31, 2019 and is primarily due to decreased sales as a result of lower shipments and average realized prices across all of our segments.

The decrease in the inventory turnover approximates 7 days and 10 days for the three and twelve months ended March 31, 2020 as compared to the three months and twelve months ended March 31, 2019, respectively, and is primarily due to decreased shipments across all our segments.

The last-in, first-out (LIFO) inventory method is the predominant method of inventory costing in the United States. The LIFO method accounted for 65 percent and 73 percent of total inventory values at the three months ended March 31, 2020 and 2019 respectively. In the U.S., management monitors inventory realizability by comparing the LIFO cost of inventory with the replacement cost of inventory. To the extent the replacement cost (i.e., market value) of inventory is lower than the LIFO cost of inventory, management will write the inventory down. As of March 31, 2020, and December 31, 2019 the replacement cost of the inventory was higher by approximately $762 million and $735 million, respectively. Additionally, based on the Company’s latest internal forecasts and its inventory requirements, management does not believe there will be significant permanent LIFO liquidations that would impact earnings for the remainder of 2020.

Our cash conversion cycle for the first quarter of ~~2020 decreased~~2021 improved by ~~one day~~nine days as compared to the fourth quarter of ~~2019~~2020 as shown below:


Cash Conversion Cycle	2020		2019		Cash Conversion Cycle	2021		2020
	$ millions	Days	$ millions	Days		$ millions	Days	$ millions	Days
Accounts receivable, net ^(a)	$1,172	39	$1,177	42	Accounts receivable, net (a)	$1,619	32	$994	38

+ Inventories ^(b)	$2,075	68	$1,785	64	+ Inventories (b)	$1,750	46	$1,402	54

- Accounts Payable and Other Accrued Liabilities^(c)	$2,075	71	$1,970	69	- Accounts Payable and Other Accrued Liabilities (c)	$2,491	63	$1,861	68


= Cash Conversion Cycle ^(d)		36		37	= Cash Conversion Cycle (d)		15		24

^(a)Calculated as Average Accounts Receivable, net divided by total Net Sales multiplied by the number of days in the period.

^(b)Calculated as Average Inventory divided by total Cost of Sales multiplied by the number of days in the period.

^(c)Calculated as Average Accounts Payable and Other Accrued Liabilities less bank checks outstanding and other current liabilities divided by total Cost of Sales multiplied by the number of days in the period.

^(d)Calculated as Accounts Receivable Days plus Inventory Days less Accounts Payable Days.

The cash conversion cycle is a non-generally accepted accounting principles (non-GAAP) financial measure. We believe the cash conversion cycle is a useful measure in providing investors with information regarding our cash management performance and is a widely accepted measure of working capital management efficiency. The cash conversion cycle should not be considered in isolation or as an alternative to other GAAP metrics as an indicator of performance.

CAPITAL EXPENDITURES Three Months Ended
March 31,
(dollars in millions) 2020 2019
Flat-Rolled ^(a)
192
247
U. S. Steel Europe 34
34
Tubular 54
19
Other Businesses 2
2
Total 282
302
The last-in, first-out (LIFO) inventory method is the predominant method of inventory costing in the United States. At both March 31, 2021 and March 31, 2020, the LIFO method accounted for 51 percent and 65 percent of total inventory values, respectively. In the U.S., management monitors inventory realizability by comparing the LIFO cost of inventory with the replacement cost of inventory. To the extent the replacement cost (i.e., market value) of inventory is lower than the LIFO cost of inventory, management will write the inventory down. As of March 31, 2021, and December 31, 2020 the replacement cost of the inventory was higher by approximately $878 million and $848 million, respectively. Additionally, based on the Company’s latest internal forecasts and its inventory requirements, management does not believe there will be significant permanent LIFO liquidations that would impact earnings for the remainder of 2021.

~~For~~

Capital expenditures for the three months ended March 31, ~~2020, capital expenditures~~2021, were ~~$282~~$136 million, compared with ~~$302~~$282 million in the same period in ~~2019. Flat-Rolled~~2020. Flat-rolled capital expenditures were ~~$192~~$74 million and included spending for Mon Valley

Endless Casting and Rolling, Gary Hot Strip Mill upgrades, Mining Equipment and various other infrastructure, environmental, and strategic projects. Mini Mill capital expenditures were $36 million and primarily included spending for Phase II expansion. USSE capital expenditures of ~~$34~~$14 million consisted of spending for ~~improved Sinter Strand Emission control and improved Ore Bridges Emission control~~Degasser improvements, Dynamo Line and various other infrastructure, and environmental projects. Tubular capital expenditures were ~~$54~~$12 million and included spending for the Fairfield Electric Arc Furnace (EAF) project and various other infrastructure, and environmental projects.

~~To align its strategic projects with the current market realities, the Company announced a reduction in total planned capital expenditures for 2020 by $125 million to approximately $750 million.~~

U. S. Steel’s contractual commitments to acquire property, plant and equipment at March 31, ~~2020,~~2021, totaled ~~$895~~$588 million.

~~Revolving credit facilities - borrowings, net of~~Net cash used by financing ~~costs~~activities ~~totaled $1,202~~was $573 million ~~primarily due to borrowings on the Fifth Credit Facility Agreement.~~

~~Issuance of long-term debt, net of financing costs~~ ~~totaled $67 million primarily due to borrowings under our Export Credit Agreement.~~

~~Revolving credit facilities - repayments~~ ~~totaled $281 million in~~for the three months ended March 31, ~~2020~~2021 compared to net cash provided of $983 million in the same period last year. The decrease was primarily due to ~~repayments on~~ the ~~Fifth Credit Facility Agreement~~net change in short-term and ~~USSK Credit Agreement.~~

~~Critical Accounting Estimates~~

~~Long-lived assets~~ ~~– U. S. Steel evaluates long-lived assets, primarily property, plant~~long-term debt and ~~equipment for impairment whenever changes in circumstances indicate that the carrying amounts of those productive assets exceed their recoverable amount as determined~~revolving credit facilities, partially offset by the ~~asset group's projected undiscounted cash flows. We evaluate the impairment~~issuance of ~~long-lived assets at the asset group level. Our primary asset groups are Flat-Rolled, welded tubular, seamless tubular and USSE.~~common stock.

During 2019, the challenging steel market environment in the U.S. and Europe and recent losses in the welded tubular asset group were considered triggering events for the Flat-Rolled, USSE and welded tubular asset groups. U. S. Steel completed a quantitative analysis of its long-lived assets for these asset groups and determined that the assets were not impaired. The percentage excess of estimated future cash flows over the net assets was greater than 30 percent for our welded tubular asset group. The key assumptions used to estimate the recoverable amounts for the welded tubular asset group were estimates of future commercial prices, commercial program management and efficiency improvements over the 12-year remaining useful life of the primary welded tubular assets. The percentage excess of estimated future cash flows over the net assets was greater than 75 percent for both the Flat-Rolled and USSE asset groups. In 2019, there were no triggering events for the seamless tubular asset group that required long-lived assets to be evaluated for impairment.

For the period ended March 31, 2020, the steep decline in oil prices that resulted from market oversupply and declining demand was considered a triggering event for the welded tubular and seamless tubular asset groups. A quantitative analysis was completed for both asset groups. The percentage excess of estimated future cash flows over the net assets was greater than 100% for the seamless tubular asset group but indicated an impairment and required further evaluation of the net assets in the welded tubular asset group. The liquidation method was used to determine the fair value of the welded tubular assets which resulted in an impairment of $196 million and $67 million to property, plant and equipment and intangibles, respectively. There were no triggering events for the Flat-Rolled and USSE asset groups that required long-lived assets to be evaluated for impairment as of March 31, 2020.

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~~LIQUIDITY AND CAPITAL RESOURCES~~

The following table summarizes U. S. Steel’s liquidity as of March 31, ~~2020~~2021:


(Dollars in millions)
Cash and cash equivalents	$	753
Amount available under $2.0 Billion Credit Facility Agreement	1,543
Amount available under Big River Steel - Revolving Line of Credit	251
Amount available under USSK credit facilities	362
Total estimated liquidity	$	2,909

(Dollars in millions)
Cash and cash equivalents $ 1,350
Amount available under $2.0 Billion Credit Facility Agreement 300
Amount available under USSK credit facilities 152
UPI Amended Credit Facility 13
Total estimated liquidity $ 1,815
In the first quarter of 2021, we issued 48,300,000 shares of common stock for net proceeds of approximately $791 million and issued $750 million in aggregate principal amount of 6.875% Senior Notes due 2029 (2029 Senior Notes) for net proceeds of $739 million after transaction costs. With the common stock and 2029 Senior Notes issuance proceeds and cash on hand we fully redeemed our 12.000% Senior Secured Notes due 2025 in the aggregate principal amount of $1.056 billion plus premiums of $181 million, repaid in full our Export-Import Credit Agreement in the amount of $180 million and reduced the borrowing under our Credit Facility Agreement and USSK Facility Agreement by $500 million and $163 million, respectively. See Note 15 to the Condensed Consolidated Financial Statements for further details.

With the acquisition of Big River Steel on January 15, 2021 we assumed additional indebtedness. Below is a summary of the most significant debt acquired as of March 31, 2021. See Note 15 to the Condensed Consolidated Financial Statements for further details.

•6.625% Senior Secured Notes in the aggregate principal amount of $900 million that mature in January 2029;

•4.50% Arkansas Development Finance Authority Bonds in the aggregate principal amount of $487 million that have a final maturity in September 2049;

•4.75% Arkansas Development Finance Authority Bonds Tax Exempt Series 2020 (Green Bonds) in the aggregate principal amount of $265 million that have a final maturity in September 2049;

•Arkansas Teacher Retirement System Notes Payable in the amount of $106 million that mature in 2023;

•ABL Credit Agreement with current borrowings of $30 million and maturity in August 2022.

As of March 31, ~~2020, $228~~2021, $161 million of the total cash and cash equivalents was held by ~~our~~ foreign subsidiaries. Substantially all of the liquidity attributable to our foreign subsidiaries can be accessed without the imposition of income taxes as a result of the election effective December 31, 2013 to liquidate for U.S. income tax purposes a foreign subsidiary that holds most of our international operations.

~~During March 2020, as~~On April 12, 2021, United States Steel Corporation entered into a ~~precautionary measure taken~~Notice and Acknowledgement with the Export Credit Agreement (ECA) lender, facility agent and ECA agent, KFW IPEX-BANK GMBH to ~~mitigate~~acknowledge that the ~~potential economic impacts~~previously announced endless casting and rolling project at Mon Valley Works would no longer be pursued and the associated equipment for the project is now being evaluated for other uses. Use of the ~~COVID-19 pandemic, U. S. Steel increased its borrowings under its Fifth Credit Facility Agreement.~~Export-Credit Agreement for further equipment purchases is also being evaluated. As of March 31, ~~2020, there~~2021, $136 million was ~~$1.5 billion drawn under~~owed on the ~~$2.0 billion Fifth Credit Facility Agreement. U. S. Steel must maintain a fixed charge coverage ratio~~ECA.

Certain of ~~at least 1.00 to 1.00 for the most recent four consecutive quarters when availability under~~our credit facilities, including the Credit Facility Agreement, ~~is less than~~ the greater of 10 percent of the total aggregate commitments and $200 million. Based on the four quarters as of March 31, 2020, we would not have met this covenant. So long as we continue to not meet this covenant, the amount available to the Company is effectively reduced by $200 million. As a result, availability under this facility was $300 million as of March 31, 2020. Availability under this facility may be impacted by additional footprint decisions that are made to the extent the value of the collateral pool of inventory and accounts receivable that support our borrowing availability are reduced.

As of March 31, 2020, USSK had borrowings of €350 million (approximately $384 million) under its €460 million (approximately $504 million) revolving credit facility. The USSK Credit Agreement contains certain USSK financial covenants, including a maximum net debt to EBITDA ratio and a minimum stockholders' equity to assets ratio. The covenants are measured semi-annually at June and December each year for the period covering the last twelve calendar months, with the first net debt to EBITDA measurement occurring at June 2021. USSK must maintain a net debt to EBITDA ratio of less than 6.5 as of June 30, 2021 and 3.5 for semi-annual measurements starting December 31, 2021. If the challenging market conditions in Europe due to COVID-19 persisted for a long period and negatively impacted USSK's projected EBITDA, and if covenant compliance requirements are not amended or waived, it may result in an event of default, under which USSK may not draw upon the facility, and the majority lenders, as defined inBig River Steel ABL Facility, the USSK Credit Agreement ~~may cancel any~~ and ~~all commitments, and/or accelerate full repayment of any or all amounts outstanding under the USSK Credit Agreement.~~

~~At March 31, 2020, USSK had availability of €110 million (approximately $120 million) under the USSK Credit Agreement. The USSK Credit Agreement expires in September 2023.~~

The USSK Credit Agreement contains customary representations and warranties including, as a condition to borrowing, that it met certain financial covenants since the last measurement date, and that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, and representations as to no material adverse change in our business or financial condition since December 31, 2017. The facility also has customary defaults, including a cross-default upon acceleration of material indebtedness of USSK and its subsidiaries.

As of March 31, 2020, USSK had no borrowings under its €20 million and €10 million credit facilities (collectively, approximately $33 million) and the availability was approximately $32 million due to approximately $1 million of customs and other guarantees outstanding. These facilities expire in December 2021.

At March 31, 2020, UPI had borrowings of $79 million under its $110 million revolving credit facility (UPI Amended Credit Facility). Borrowings are secured by liens on certain UPI inventory and trade accounts receivable. The UPI Amended Credit Facility provides for borrowings at interest rates based on defined, short-term market rates plus a spread based on availability and includes other customary terms and conditions. At March 31, 2020, UPI had availability of $13 million under the UPI Amended Credit Facility. The agreement expires in August 2020.

~~As of March 31, 2020, we had borrowings of $104 million under~~ the Export Credit Agreement, ~~(ECA). Loan repayments start six months after the starting point of credit as defined in the loan agreement with~~contain standard terms and conditions including customary material adverse change clauses. If a ~~total repayment term up~~material adverse change was to ~~eight years. Loan availability~~occur, our ability to fund future operating and repayment terms are subject to certain customary covenants and events of default. The purpose of the ECA is to finance equipment purchased for the endless casting and rolling facility under construction at our Mon Valley Works facility in Braddock, Pennsylvania. In response to the decline in demand for our products resulting from the COVID-19 outbreak, we have delayed construction of our endless casting and rolling line at Mon Valley Works. We have also paused our borrowing under the ECA pending an update to the agreement or resumption of construction.capital requirements could be negatively impacted.

We may from time to time seek to retire or repurchase our outstanding long-term debt through open market purchases, privately negotiated transactions, exchange transactions, redemptions or otherwise. Such purchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, and other factors and may be commenced or suspended at any time. The amounts involved may be material. See Note 15 to the Condensed Consolidated Financial Statements for further details regarding U. S. Steel's debt.

We use surety bonds, trusts and letters of credit to provide financial assurance for certain transactions and business activities. The use of some forms of financial assurance and cash collateral have a negative impact on liquidity. U. S. Steel has committed ~~$170~~$220 million of liquidity sources for financial assurance purposes as of March 31, ~~2020.~~2021. Increases in certain of these commitments which use collateral are reflected within cash, cash equivalents and restricted cash on the Condensed Consolidated Statement of Cash Flows.

~~At March~~

In October 2020, the Company entered into a supply chain finance agreement with a third party administrator with an initial term of one year which is guaranteed by the Export Import Bank of the United States (Ex-Im Guarantee), see our Annual Report on Form 10-K for the year-ended December 31, 2020 ~~in the event of a change in control of U. S. Steel, the following may occur: (a) debt obligations totaling $4.2 billion as~~for further details. As of March 31, ~~2020 may~~2021, accounts payable and accrued expenses included $78 million of outstanding payment obligations which suppliers elected to sell to participating financial institutions. Access to supply chain financing could be ~~declared due and payable; (b)~~curtailed in the ~~Credit Facility Agreement and~~future if the USSK credit facilities may be terminated and any amounts outstanding declared due and payable; and (c) U. S. Steel may be required to either repurchase the leased Fairfield slab caster for $19 million or provide a cash collateralized letter of credit to secure the remaining obligation.

~~The maximum guarantees~~terms of the ~~indebtedness of unconsolidated entities of U. S. Steel totaled $4 million at March 31, 2020.~~Ex-Im Guarantee are modified or if

-35-

our credit ratings are downgraded. If ~~any default related to the guaranteed indebtedness occurs, U. S. Steel has~~ access to ~~its interest in the assets of the investees to reduce its potential losses under the guarantees.~~supply chain financing is curtailed, working capital could be negatively impacted which may necessitate additional borrowing.

~~Our major cash requirements in 2020 are expected to be for capital expenditures, employee benefits and operating costs, which includes purchases of raw materials.~~

We finished the first quarter of ~~2020~~2021 with ~~$1,350~~$753 million of cash and cash equivalents and ~~$1.8 billion~~$2,909 million of total liquidity. Available cash is left on deposit with financial institutions or invested in highly liquid securities with parties we believe to be creditworthy.

In March 2020, U. S. Steel announced that as part of its response to the COVID-19 pandemic, it is planning to reduce its 2020 capital spending by $125 million to approximately $750 million. The Company plans to delay construction of the endless casting and rolling line and cogeneration facility at its Mon Valley Works and has paused upgrades to capital spending for improvements to the Gary Works hot strip mill. The investment in a new non-grain oriented electrical steel line at USSE remains delayed. The Company expects to complete the EAF at Tubular as planned, with first arc anticipated in the second half of 2020 as this project was prefunded with environmental revenue bonds issued in the fourth quarter of 2019.

On April 30, 2020 (the Effective Date), the Company entered into an Option Agreement (Option Agreement) with Stelco Inc., a corporation governed under the laws of Canada (Stelco), pursuant to which, among other things, the Company granted Stelco the option (Option) to acquire an undivided 25% interest (the Option Interest) in a to-be-formed entity (the Joint Venture) that will own the Company’s current iron ore mine located in Mt. Iron, Minnesota (the Minntac Mine). As consideration for the Option, Stelco will pay the Company an aggregate amount of $100 million in five $20 million installments, which began on the Effective Date and will end on or before December 31, 2020 (the date upon which the final installment is paid, the Final Payment Date). In the event Stelco exercises the Option, Stelco will contribute an additional $500 million to the Joint Venture, 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. Concurrently with, and subject to, the execution and delivery of the Option Agreement, the Company and Stelco also entered into an Amended and Restated Pellet Sale and Purchase Contract.

If U. S. Steel management determines that market conditions are favorable, after taking into account our liquidity requirements, including the amounts available under our existing credit facilities, we may seek opportunities to improve our liquidity position by raising capital through the issuance of equity or equity-linked securities, the incurrence of additional indebtedness, which may include the issuance of debt securities, including debt securities that may be convertible into our equity interests, secured by certain of our assets, and/or guaranteed by certain of our subsidiaries, or a combination of one or more of the foregoing transactions, which we may conduct through one or more public or private transactions.

The Company’s credit ratings were recently downgraded by three credit ratings agencies, all citing, among other things, the uncertainty in duration and impact of the COVID-19 outbreak on our business.

U. S. Steel management believes that ~~U. S. Steel's~~our liquidity will be adequate to ~~satisfy~~fund our ~~obligations for~~requirements based on our current assumptions with respect to our results of operations and financial condition.

We expect that our estimated liquidity requirements will consist primarily of the ~~foreseeable future, including obligations to complete currently authorized capital spending programs. Future requirements for U. S. Steel’s business needs, including the funding~~remaining portion of ~~acquisitions~~our 2021 planned strategic and sustaining capital expenditures, ~~scheduled~~additional debt ~~maturities, repurchase of debt, share buyback, contributions to~~repayment, working capital requirements, interest expense, and operating costs and employee ~~benefit plans,~~benefits for our operations after taking into account recent footprint actions and any amounts that may ultimately be paid in connection with contingencies, are expected to be financed by a combination of internally generated funds (including asset sales), proceeds from the sale of stock, borrowings, refinancingscost reductions at our plants and ~~other external financing sources. Certain~~headquarters. Our available liquidity at March 31, 2021 consists principally of our ~~credit facilities, including~~cash and cash equivalents and available borrowings under the ~~Fifth~~ Credit Facility Agreement, Big River Steel ABL Facility and the USSK Credit Facilities. Management continues to evaluate market conditions in our industry and our global liquidity position, and may consider additional actions to further strengthen our balance sheet and optimize liquidity, including but not limited to, repayment or refinancing of outstanding debt, the incurrence of additional debt or the issuance of additional debt or equity securities, drawing on available capacity under the Credit Facility Agreement, ~~and~~Big River Steel ABL Facility and/or the ~~ECA, contain standard terms and conditions including customary material adverse change clauses. If a material adverse change were~~USSK Credit Facilities, or reducing outstanding borrowings under those facilities from time to ~~occur, our ability to fund future operating and capital requirements could be negatively impacted.~~ time if deemed appropriate by management.

Environmental Matters, Litigation and Contingencies

Some of U. S. Steel’s facilities were in operation before 1900. Although the Company believes that its environmental practices have either led the industry or at least been consistent with prevailing industry practices, hazardous materials have been and may continue to be released at current or former operating sites or delivered to sites operated by third parties.

Our U.S. facilities are subject to environmental laws applicable in the U.S., including the Clean Air Act (CAA), the Clean Water Act (CWA), the Resource Conservation and Recovery Act (RCRA) and the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), as well as state and local laws and regulations.

U. S. Steel has incurred and will continue to incur substantial capital, operating, and maintenance and remediation expenditures as a result of environmental laws and regulations, related to release of hazardous materials, which in recent years have been mainly for process changes to meet CAA obligations and similar obligations in Europe.

EU Environmental Requirements and Slovak Operations

Under the EU Emissions Trading ~~Scheme (ETS)~~System (EU ETS), ~~USSK's~~USSE's final allocation ~~of allowances~~ for the Phase III period, which ~~covers~~covered the years 2013 through 2020 iswas 48 million ~~allowances. Based~~European Union Allowances (EUA). During the years 2017 - 2020 we purchased approximately 12.3 million EUA totaling €141 million (approximately $165 million) to cover the Phase III period shortfall of EUA.

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. ~~Our most recent broad estimate of total~~Total capital expenditures for projects to comply with or go beyond BAT requirements iswere €138 million (approximately ~~$151~~$162 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, ~~2020.~~2021. 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 full value of estimated expenditures. There could be increased operating costs associated with these projects, such as increased energy and maintenance costs. We are currently unable to reliably estimate what the increase in operating costs will be as many projects are in the development stage.EU funding received.

For further discussion of laws applicable in Slovakia and the EU and their impact on USSK, see Note 2221 to the Condensed Consolidated Financial Statements, “Contingencies and Commitments - Environmental Matters, EU Environmental Requirements.”

New and Emerging Environmental Regulations

United States and European Greenhouse Gas Emissions Regulations

Future compliance with CO₂ emission requirements may include substantial costs for emission allowances, restriction of production and higher prices for coking coal, natural gas and electricity generated by carbon-based systems. Because we cannot predict what requirements ultimately will be imposed in the U.S. and Europe, it is difficult to estimate the likely impact on U. S. Steel, but it could be substantial. On March 28, 2017, President Trump signed Executive Order 13783 instructing the United States Environmental Protection Agency (U.S. EPA) to review the Clean Power ~~Plan. On October 16, 2017,~~Plan (CPP). As a result, in June 2019, the U.S. EPA ~~proposed to~~published a final rule, the “Affordable Clean Energy (ACE) Rule” that replaced the CPP. Twenty-three states, the District of

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Columbia, and seven municipalities are challenging the CPP repeal and ACE rule in the ~~Clean Power Plan after reviewing~~U.S. Court of Appeals for the ~~plan pursuant to President Trump’s executive order. Any repeal and/or replacement~~D.C. Circuit. A coalition of 21 states has intervened in the litigation in support of the ~~Clean Power Plan is likely to be challenged by various proponents of the plan, such as environmental~~U.S. EPA. Various other public interest organizations, industry groups, and ~~certain states.~~Members of Congress are also participating in the litigation. On January 19, 2021, the D.C. Circuit vacated and remanded the ACE to EPA, while the CPP remains stayed. It is unclear as to how the new Biden administration will proceed with the remand. Any impacts to our operations as a result of any future greenhouse gas regulations are not estimable at this time since the matter is unsettled. In any case, to the extent expenditures associated with any greenhouse gas regulation, as with all costs, are not ultimately reflected in the prices of U. S. Steel's products and services, operating results will be reduced.

The Phase IV EU ETS period spans 2021-2030 and began on January 1, 2021. The Phase IV period is divided into two sub periods (2021-2025 and 2026-2030). Revised rules for Phase IV are still being finalized and may differ between the periods. However, the legislation as currently drafted places more stringent requirements over reduction targets and the amount of the free allocation of CO2 emissions credits. Currently, the overall target is a 40 percent reduction of 1990 emissions by 2030. Ongoing political discussions indicate that an even more stringent target of 60 percent may be instituted. At this time, carbon neutrality of the EU industry is set to be achieved by 2050.

~~There~~

Revised rules for free allocation of CO2 emissions credits are based on reduced benchmark values which have not yet been ~~no material changes~~published and historical levels of production from 2014-2018. USSE submitted all required historical production data in ~~U. S. Steel’s exposure~~2019. The final EU decision on the free allocation amount for 2021-2025 is expected in the second quarter of 2021. Allocations to ~~European Greenhouse Gas Emissions regulations since December 31, 2019.~~individual installations may be adjusted annually to reflect relevant increases and decreases in production. The threshold for adjustments was set at 15 percent and will be assessed on the basis of a rolling average of two years. The average production level of 2019 and 2020 will be assessed to determine the free allocation for 2021. Preliminary production data shows that USSE missed the 15 percent threshold in 2020; therefore, the free allocation for 2021 may be decreased. Lower production in 2019 and 2020 may have an impact on the future free allocation for 2026-2030, where historical production average for years 2019-2023 are assessed.

United States - Air

The CAA imposes stringent limits on air emissions with a federally mandated operating permit program and civil and criminal enforcement sanctions. The CAA requires, among other things, the regulation of hazardous air pollutants through the development and promulgation of National Emission Standards for Hazardous Air Pollutants (NESHAP) and Maximum Achievable Control Technology (MACT) Standards. The U.S. EPA has developed various industry-specific MACT standards pursuant to this requirement. The CAA requires the U.S. EPA to promulgate regulations establishing emission standards for each category of Hazardous Air Pollutants. The U.S. EPA also must conduct risk assessments on each source category that is already subject to MACT standards and determine if additional standards are needed to reduce residual risks.

While our operations are subject to several different categories of NESHAP and MACT standards, the principal impact of these standards on U. S. Steel operations includes those that are specific to coke making, iron making, steel making and iron ore processing.

~~The U.S. EPA is currently in~~On July 13, 2020, the process of completing a Residual Risk and Technology Review of the Integrated Iron and Steel MACT regulations, Coke MACT regulations, and Taconite Iron Ore Processing MACT regulations as required by the CAA. The U.S. EPA is under a court order to complete the Residual Risk and Technology Review of the Integrated Iron and Steel regulations no later than May 5, 2020; and to complete the Residual Risk and Technology Review of the Taconite Iron Ore Processing Regulations by June 30, 2020.

~~On August 16, 2019,~~ U.S. EPA published a ~~proposed~~ Residual Risk and Technology Review (RTR) rule for the Integrated Iron and Steel MACT category in the Federal ~~Register~~. Register. Based on the results of the U.S. EPA’s risk review, the Agency ~~proposed~~determined that risks due to emissions of air toxics from the Integrated Iron and Steel category are acceptable and that the current regulations provided an ample margin of safety to protect public health. Under the technology review, the U.S. EPA ~~proposed~~determined that there are no developments in practices, processes or control technologies that necessitate revision of the standards. ~~U.S. EPA accepted comments on the proposed rule until November 7, 2019. Based upon our analysis~~In September 2020, several petitions for review of the ~~integrated iron and steel proposed~~ rule, including those filed by the Company, ~~does not expect any material impact if~~AISI, Clean Air Council and others, were filed with the ~~rule is finalized as proposed.~~United States Court of Appeals for the District of Columbia Circuit. The cases were consolidated and are being held in abeyance until EPA reviews and responds to administrative petitions for review. For the Taconite Iron Ore Processing category, based on the results of the Agency’s risk review, U.S. EPA ~~is proposing~~promulgated a final rule on July 28, 2020, in which EPA determined that risks from emissions of air toxics from this source category are acceptable and that the existing standards provide an ample margin of safety. Furthermore, under the technology review, the Agency identified no cost-effective developments in controls, practices, or processes to achieve further emissions reductions. ~~Therefore, U.S. EPA is proposing no revisions to the existing standards based on the RTRs. U.S. EPA accepted comments on the taconite proposed rule until October 25, 2019.~~ Based upon our analysis of the proposed taconite rule, the Company does not expect any material impact ifas a result of the rule. However, petitions for review of the rule ~~is finalized as proposed~~.were filed in the United States Court of Appeals for the District of Columbia Circuit, in which the Company and AISI intervened. Because the U.S. EPA has not completed its review of the Coke MACT regulations, any impacts related to the U.S. EPA’s review of the coke standards cannot be estimated at this time.

On March 12, 2018, the New York State Department of Environmental Conservation (DEC), along with other petitioners, submitted a CAA Section 126(b) petition to the U.S. EPA. In the petition, the DEC asserts that stationary sources from the following nine states are interfering with attainment or maintenance of the 2008 and 2015 ozone National Ambient Air Quality Standards (NAAQS) in New York: Illinois, Indiana, Kentucky, Maryland, Michigan, Ohio, Pennsylvania, Virginia, and West Virginia. DEC is requesting the U.S. EPA to require sources of nitrogen oxides in the nine states to reduce such emissions. In a final rule promulgated in the October 18, 2019, Federal Register, EPA denied the petition. On October 29, 2019, New York, New Jersey, and the City of New York petitioned the United States Court of Appeals for the District of Columbia Circuit for review of ~~U. S.~~U.S. EPA’s denial of the petition. ~~The matter remains before~~In July 2020, the ~~Court.~~Court vacated EPA’s determination and remanded it back to EPA to reconsider

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the 126(b) petition in a manner consistent with the Court’s opinion. At this time, since EPA’s decision after its reconsideration is unknown, the impacts of any reconsideration are indeterminable and inestimable.

The CAA also requires the U.S. EPA to develop and implement NAAQS for criteria pollutants, which include, among others, particulate matter (PM) - consisting of PM₁₀ and PM_2.5, lead, carbon monoxide, nitrogen dioxide, sulfur dioxide (SO₂), and ozone.

~~In June 2010, the U.S. EPA significantly lowered the primary NAAQS for SO~~₂ from 140 parts per billion (ppb) on a 24-hour basis to an hourly standard of 75 ppb. Subsequently, U.S. EPA designated the areas in which Great Lakes Works and Mon Valley Works facilities are located as nonattainment with the 2010 standard for the SO₂ NAAQS. The non-attainment designation requires the region to implement operational and/or capital improvements to demonstrate attainment with the 2010 standard. U. S. Steel worked with the Allegheny County Health Department (ACHD) in developing a State Implementation Plan (SIP) for the Allegheny County portion of the Pennsylvania SIP that includes reductions of SO₂ and improved dispersion from U. S. Steel sources. On November 19, 2018, U.S. EPA published a proposed rule to approve the SIP. Pursuant to a consent decree in Center for Biological Diversity, et al., v. Wheeler,

No. 4:18-cv-03544 (N.D. Cal.), EPA has agreed to take final action on the SIP submittal no later than April 30, 2020. In addition, as noted in the Legal Proceedings section, U. S. Steel continues to work with the regulatory authorities to address the Wayne County, Michigan (where Great Lakes Works is located) nonattainment status. The operational and financial impacts of the SO₂ ~~NAAQS are not estimated to be material at this time.~~

In October 2015, the U.S. EPA lowered the NAAQS for ozone from 75 ~~ppb~~parts per billion (ppb) to 70 ppb. On November 6, 2017, the U.S. EPA designated most areas in which we operate as attainment with the 2015 standard. In a separate ruling, on June 4, 2018, the U.S. EPA designated other areas in which we operate as “marginal nonattainment” with the 2015 ozone standard. On December 6, 2018, U.S. EPA published a final rule regarding implementation of the 2015 ozone standard. Because no state regulatory or permitting actions to bring the ozone nonattainment areas into attainment have yet to be proposed or developed for U. S. Steel facilities, the operational and financial impact of the ozone NAAQS cannot be reasonably estimated at this time. On December 31, 2020, EPA published a final rule pursuant to its statutorily required review of NAAQS that retains the ozone NAAQS at 70 ppb. In January 2021, New York, along with several states and non-governmental organizations filed petitions for judicial review of the action with the United States Court of Appeals for the District of Columbia Circuit. Several other states and industry trade groups intervened in support of U. S. EPA’s action. The case remains before the Court.

On December 14, 2012, the U.S. EPA lowered the annual standard for PM_2.5 from 15 micrograms per cubic meter (ug/~~m3)~~m3) to 12 ug/~~m3,~~m3, and retained the PM_2.5 24-hour and PM₁₀ NAAQS rules. In December 2014, the U.S. EPA designated some areas in which U. S. Steel operates as nonattainment with the 2012 annual PM_2.5 standard. On April 6, 2018, the U.S. EPA published a notice that Pennsylvania, California and Idaho failed to submit a SIP to demonstrate attainment with the 2012 fine particulate standard by the deadline established by the CAA. As a result of the notice, Pennsylvania, a state in which we operate, was required to submit a ~~SIP~~State Implementation Plan (SIP) to the U.S. EPA no later than November 7, 2019 to avoid sanctions. On April 29, 2019, the ACHD published a draft SIP for the Allegheny County nonattainment area which demonstrates that all of Allegheny County will meet its reasonable further progress requirements and be in attainment with the 2012 PM_2.5 annual and 24-hour NAAQS by December 31, 2021 with the existing controls that are in place. On September 12, 2019, the Allegheny County Board of Health unanimously approved the draft SIP. The draft SIP was then sent to the Pennsylvania Department of Environmental Protection (PADEP). PADEP submitted the SIP to U.S. EPA for approval on November 1, 2019. To date, U.S. EPA has not taken action on PADEP’s submittal. On ~~April 14,~~December 18, 2020, EPA ~~proposed~~published a final rule pursuant to ~~retain~~its statutorily required review of NAAQS that retains the ~~12 ug/m3 annual and 35 ug/3 24-hour~~existing PM_2.5 standards without revision.

In ~~July 2018,~~early 2021, several states and non-governmental organizations filed petitions for judicial review of the ~~ACHD provided~~action with the United States Court of Appeals for the District of Columbia Circuit. Several industry trade groups intervened in support of U. S. ~~Steel,~~EPA’s action. The case remains before the Court.

On January 26, 2021, ACHD ~~Regulation Subcommittee members and interested parties with draft regulations~~announced that ~~would modify~~for the ~~existing~~first time in history all eight air regulations applicable to coke plants in Allegheny County. While ACHD currently has some of the most stringent air regulations in the country governing coke plants, which apply to U. S. Steel’s coke plant in Clairton, Pennsylvania (the only remaining coke plantquality monitors in Allegheny County met the federal air quality standards including particulate matter (PM2.5and ~~one of two remaining in Pennsylvania), the draft regulations would reduce~~PM10).

On November 20, 2020, ACHD proposed a reduction to the current allowable emissions from coke plant operations, ~~and~~including the hydrogen sulfide content of coke oven gas, that would be more stringent than the Federal Best Available Control Technology and Lowest Achievable Emission Rate requirements. In various meetings with ACHD, U. S. Steel has raised significant objections, in particular, that ACHD has not demonstrated that continuous compliance with the draft rule is economically and technologically feasible. While U. S. Steel continues to meet with ACHD regarding the draft rule, U. S. Steel believes that any rule promulgated by ACHD must comply with its statutory authority. If the draft rule or similar rule is adopted, the financial and operational impacts to U. S. Steel could be material. To assist in developing rules objectively and with adequate technical justification, the June 27, 2019, Settlement Agreement, establishes procedures that would be used when developing a new rule. ~~For further details on~~Because U. S. Steel believes ACHD did not follow the procedures prescribed in the June 27, 2019 Settlement Agreement (Agreement) with ACHD, ~~see "Item 1. Legal Proceedings - Environmental Proceedings - Mon Valley Works."~~

~~Environmental Remediation~~

~~In the United States,~~ U. S. Steel has ~~been identified as a potentially responsible party (PRP) at six sites under CERCLA as~~invoked dispute resolution per the terms of ~~March 31, 2020. Of these, there are three sites for which information requests have been received or there are other indications that~~the Agreement regarding ACHD’s proposed coke rule. U. S. Steel ~~may be a PRP under CERCLA, but sufficient information is not presently available to confirm~~and ACHD are currently negotiating resolution of the existence of liability or to make a reasonable estimate with respect to any potential liabilities. There are also 17 additional sites for which U. S. Steel may be liable for remediation costs in excess of $100,000 under other environmental statutes, both federal and state, or where private parties are seeking to impose liability on U. S. Steel for remediation costs through discussions or litigation. At many of these sites, U. S. Steel is one of a number of parties involved and the total cost of remediation, as well as U. S. Steel’s share, is frequently dependent upon the outcome of ongoing investigations and remedial studies. U. S. Steel accrues for environmental remediation activities when the responsibility to remediate is probable and the amount of associated costs is reasonably estimable. As environmental remediation matters proceed toward ultimate resolution or as remediation obligations arise, charges in excess of those previously accrued may be required.disputes.

For further discussion of relevant environmental matters, including environmental remediation obligations, see "Item 1. Legal Proceedings - Environmental Proceedings."

OFF-BALANCE SHEET ARRANGEMENTS

U. S. Steel did not enter into any new material off-balance sheet arrangements during the first quarter of ~~2020.~~2021.

INTERNATIONAL TRADE

U. S. Steel continues to face import competition, much of which is unfairly traded, supported by foreign governments, and fueled by massive global steel overcapacity, currently estimated to be over ~~440~~625 million metric tons per ~~year.~~year—over seven times the entire U.S. steel market and over thirty times total U.S. steel imports. These imports, as well as the underlying policies/practices and overcapacity, impact the Company’s operational and financial performance. U. S. Steel continues to lead efforts to address these challenges that threaten the Company, our workers, our stockholders, and our country’s national and economic security.

As of the date of this filing, pursuant to a series of Presidential Proclamations issued in accordance with Section 232 of the Trade Expansion Act of 1962, U.S. imports of certain steel products are subject to a 25 percent tariff, except for imports from: (1)

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Argentina, Brazil, and South Korea, which are subject to restrictive quotas; (2) Canada and Mexico, which are not subject to either tariffs or quotas but tariffs could be re-imposed on surging product groups after consultations; and (3) Australia, which is not subject to tariffs, quotas, or an anti-surge mechanism. A January 24, 2020, Presidential Proclamation expanded the Section 232 tariffs to cover imports of certain downstream steel products from countries subject to the Section 232 tariffs, effective February 8, 2020.

The U.S. Department of Commerce (DOC) is managing a process in which U.S. companies may request and/or oppose one-year temporary product exclusions from the Section 232 tariffs orand quotas. Over ~~133,000~~248,000 temporary exclusions have been requested for steel products. ~~U. S. Steel opposes exclusion requests~~In December 2020, DOC announced 108 indefinite and not importer-specific “General Approved Exclusions” for products ~~that are the same as, or substitute products for, those produced by U. S. Steel.~~DOC determined not to be domestically available.

~~Several~~

Multiple legal challenges ~~and retaliatory trade measures have been initiated in response~~ to the Section 232 ~~action. In February 2020,~~action continue before the U.S. Court of International Trade (CIT) and U.S. Court of Appeals for the Federal Circuit (CAFC) ~~upheld~~. Though U.S. courts have rejected constitutional and statutory challenges to the ~~constitutionality~~initial steel Section 232 action and overall product exclusion process, the CIT struck down both the 2018-2019 temporary increase in Section 232 tariffs on imports from Turkey (the government’s appeal is pending before the CAFC) and the January 2021 expansion of the Section 232 ~~statute. The American Institute for International Steel has appealed the CAFC’s decision~~action to certain downstream steel products (pending appeal to the ~~Supreme Court, which will decide whether to hear the appeal by October 2020. There are currently twenty Section 232 challenges before the U.S. Court of International Trade (CIT)~~CAFC). Multiple countries have challenged the Section 232 action at the World Trade Organization (WTO), imposed retaliatory tariffs, and/or acted to safeguard their domestic steel industries from increased steel imports. In turn, the United States has challenged the retaliation at the WTO.

Since its implementation in March 2018, the Section 232 action has supported the U.S. steel industry's and U. S. Steel’s investments in advanced steel capacity, technology, and skills, thereby strengthening U.S. national and economic security. The Company continues to actively defend the Section 232 ~~action through all available tools and strategies, including by highlighting these benefits and the importance of maintaining the Section 232~~ action.

In February 2019, the European Commission (EC) imposed a definitive tariff rate quota safeguard ~~on certain steel imports:~~of 25 percent ~~tariffs~~ on certain steel imports that exceed ~~quotas effective through June 2021.~~established quotas. In February ~~2020,~~2021, the EC initiated ~~a second~~its ongoing review ofto determine whether to extend the ~~steel~~ safeguard ~~to consider whether any adjustments should be made.~~beyond June 2021.

Antidumping duties (AD) and countervailing duties (CVD or ~~antisubsidy) duties~~antisubsidy duties) apply in addition to the Section 232 tariffs and quotas and the EC’s safeguard, and AD/CVD orders will ~~last~~continue beyond the Section 232 action and the EC’s safeguard. Thus, U. S. Steel continues to actively defend and maintain the 5455 U.S. AD/CVD orders and 11 EUEuropean Union (EU) AD/CVD orders covering ~~products~~ U. S. Steel ~~produces~~products in multiple proceedings before the DOC, U.S. International Trade Commission, ~~(ITC),~~ CIT, CAFC, the EC and European courts, and the WTO.

~~Following~~

In April 2021, DOC issued an AD order on U.S. imports of seamless standard, line, and pressure pipe from Czechia. Final determinations in the ~~2018 investigation under~~parallel AD/CVD investigations on U.S. imports from South Korea, Russia, and Ukraine are expected during the third quarter of 2021.

Additional tariffs of 7.5 to 25 percent continue to apply to certain U.S. imports from China, including certain steel raw materials, steel and downstream products, pursuant to Section 301 of the Trade Act of 1974, the United States began imposing 15 to 25 percent tariffs on certain imports from China, including certain steel products. Following the U.S.-China “Phase One” Trade Agreement, effective February 14, 2020, the 15 percent tariffs were reduced to 7.5 percent but the 25 percent tariffs remain in place pending the negotiation of a Phase Two agreement.1974.

The Global Forum on Steel Excess Capacity, the Organization for Economic Co-operation and Development Steel Committee, and trilateral negotiations between the United States, EU, and Japan continue to address ~~global~~ overcapacity.

U. S. Steel will continue to execute a broad, global strategy to maximize opportunities and navigate challenges presented by imports, global steel overcapacity, and international trade law and policy developments.

NEW ACCOUNTING STANDARDS

See Notes 2 and 3 to the Condensed Consolidated Financial Statements in Part I Item 1 of this Form 10-Q.



Item 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in U. S. ~~Steel is exposed~~Steel's exposure to ~~certain risks related to its ongoing business operations, including financial,~~ market ~~political, and economic risks. The global pandemic resulting~~risk from the novel coronavirus designated as COVID-19 has had a significant impact on our business and the global economy. The economic uncertainty has increased volatility in the financial markets and could adversely affect our liquidity and ability to access the capital markets. In response to the decline in demand for our products resulting from the COVID-19 outbreak, we borrowed an additional $800 million under the Fifth Credit Facility Agreement during the three month period ended MarchDecember 31, 2020. As of March 31, 2020, the Company had approximately $2.1 billion in outstanding variable interest debt. An increase in the variable interest rate increases our interest expense and interest paid. A quarter percent increase in the variable interest rate on the amount of variable interest rate indebtedness as of March 31, 2020 would increase annual interest expense by approximately $5 million. See Note 16 in the Notes to the Condensed Consolidated Financial Statements for further details. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility.



Item 4.			CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

U. S. Steel has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of March 31, ~~2020~~.2021. These disclosure controls and procedures are the controls and other procedures that were designed to ensure that information required to be disclosed in reports that are filed with or submitted to the U.S. Securities and Exchange Commission are: (1) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported within the time

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periods specified in applicable law and regulations. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, ~~2020~~,2021, U. S. Steel’s disclosure controls and procedures were effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have not been any changes in U. S. Steel’s internal control over financial reporting that occurred during the fiscal quarter covered by this quarterly report, which have materially affected, or are reasonably likely to materially affect, U. S. Steel’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

GENERAL LITIGATION

On January 22, 2021, NLMK Pennsylvania, LLC and NLMK Indiana, LLC (NLMK) filed a Complaint in the Court of Common Pleas of Allegheny County, Pennsylvania against the Company. The Complaint alleges that the Company made misrepresentations to the U. S. Department of Commerce regarding NLMK’s requests to be excluded from tariffs assessed on steel slabs imported into the United States pursuant to the March 2018 Section 232 Presidential Order imposing tariffs. NLMK claims over $100 million in compensatory and other damages. The Company removed the claim to the United States District Court for the Western District of Pennsylvania on February 25, 2021. NLMK filed a Motion to Remand the claim back to State court and briefing is underway. The Company intends to vigorously defend the matter.

On April 11, 2017, there was a process waste-water release at our Midwest Plant (Midwest) in Portage, Indiana, that impacted a water outfall that discharges to Burns Waterway near Lake Michigan. U. S. Steel identified the source of the release and made the necessary repairs. We determined that all repairs were safely working as intended and, on April 14, 2017, resumed operations in a controlled, phased and highly monitored approach with extensive input from participating government agencies. The Company has since implemented substantial operational, process and notification improvements at Midwest. ~~The Company has been presented with cost reimbursements, loss of use and penalty requests from the involved governmental agencies.~~ In January of 2018, The Surfrider Foundation and the City of Chicago initiated suits in the Northern District of Indiana alleging Clean Water Act (CWA) and ~~Permit~~permit violations at Midwest. On April 2, 2018, the U.S. EPA and the State of Indiana initiated a separate action against the Company and lodged a Consent Decree negotiated between U. S. Steel and the relevant governmental agencies consisting of all material terms to resolve the CWA and National Pollutant Discharge Elimination System (NPDES) violations at the Midwest Plant. A public comment period for the Consent Decree ensued. The suits that the Surfrider Foundation and the City of Chicago filed are currently stayed. The Surfrider Foundation and the City of Chicago also filed motions, which were granted, to intervene in the Consent Decree case. The United States Department of Justice (DOJ) filed a revised Consent Decree and a motion with the ~~Court~~court to enter the Consent Decree as final on November 20, 2019. Surfrider Foundation, City of Chicago and other non-governmental organizations filed objections to the revised Consent Decree. The DOJ and U. S. Steel made filings in support of the revised Consent Decree.

On March 8, 2021, the Court granted the Company’s Motion to Dismiss the Surfrider Foundation and City of Chicago Complaints in Intervention and granted leave to amend their respective Complaints.

On November 30, 2018, the Minnesota Pollution Control Agency (MPCA) issued a new Water Discharge Permit for the Minntac Tailings Basin waters. The ~~Permit~~permit contains new sulfate limitations applicable to water in the Tailings Basin and groundwater flowing from U. S. Steel’s property. The MPCA also acted on the same date, denying the Company’s requests for variances from ground and surface water standards and request for a contested case hearing. U. S. Steel filed appeals with the Minnesota Court of Appeals challenging the actions taken by the MPCA. Separate appeals were filed by a Minnesota Native American Tribe (Fond du Lac Band) and a nonprofit environmental group (Water Legacy). All cases were consolidated. On December 9, 2019, the ~~court~~Court issued a favorable ruling to U. S. Steel, removing the sulfate limitations for the Tailings Basin and groundwater. The opposing parties filed appeals with the Minnesota Supreme Court on January 8, 2020 which were accepted by that Court. ~~The appeals are currently on hold awaiting a separate related decision of~~On February 10, 2021 the ~~U. S.~~Minnesota Supreme Court ~~case which could impact~~reversed the Court of ~~Appeals decision. The litigation is expected to resume in~~Appeals’ decision regarding sulfate limitations and remanded the ~~summer of 2020.~~case for further proceedings, including a determination on the Company’s requests for variances.

On October 2, 2017, an Amended Shareholder Class Action Complaint was filed in ~~Federal~~the United States District Court infor the Western District of Pennsylvania consolidating previously-filed actions. Separately, five related shareholder derivative lawsuits were filed in State and Federal courts in Pittsburgh, Pennsylvania and the Delaware Court of Chancery. The underlying consolidated class action lawsuit alleges that U. S. Steel, certain current and former officers, an upper level manager of the Company and the financial underwriters who participated in the August 2016 secondary public offering of the Company's common stock (collectively, Defendants) violated federal securities laws in making false statements and/or failing to discover and disclose material information regarding the financial condition of the Company. The lawsuit claims that this conduct caused a prospective class of plaintiffs to sustain damages during the period from January 27, 2016 to April 25, 2017 as a result of the prospective class purchasing the Company's common stock at artificially inflated prices and/or suffering losses when the price of the common stock dropped. The derivative lawsuits generally make the same allegations against the same officers and also allege that certain current and former members of the Board of Directors failed to exercise appropriate control and oversight over the Company and were unjustly compensated. The plaintiffs seek to recover losses that were allegedly sustained. The class action Defendants moved to dismiss plaintiffs’ claims. On September 29, 2018 the Court ruled on those motions granting them in part and denying them in part. On March 18, 2019, the plaintiffs withdrew the claims against the Defendants related to the 2016 secondary offering. As a result, the underwriters are no longer parties to the case. The Company and the individual defendants are vigorously defending the remaining claims. On December 31, 2019, the Court granted Plaintiffs’ motion to certify the

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proceeding as a class action. The Company's appeal of that decision has been denied by the Third Circuit Court of ~~Appeals.~~Appeals and the class has been notified. Discovery is proceeding.

ENVIRONMENTAL PROCEEDINGS

The following is a summary of the proceedings of U. S. Steel that were pending or contemplated as of March 31, ~~2020,~~2021, under federal and state environmental ~~laws.~~laws and which U. S. Steel reasonably believes may result in monetary sanctions of at least $1 million (the threshold chosen by U. S. Steel as permitted by Item 103 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended). Information about specific sites where U. S. Steel is or has been engaged in significant clean up or remediation activities is also summarized below. Except as described herein, it is not possible to accurately predict the ultimate outcome of these matters.

CERCLA Remediation Sites

Claims under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) have been raised with respect to the cleanup of various waste disposal and other sites. Under CERCLA, potentially responsible parties (PRPs) for a site include current owners and operators, past owners and operators at the time of disposal, persons who arranged for disposal of a hazardous substance at a site, and persons who transported a hazardous substance to a site. CERCLA imposes strict and joint and several liabilities. Because of various factors, including the ambiguity of the regulations, the difficulty of identifying the responsible parties for any particular site, the complexity of determining the relative liability among them, the uncertainty as to the most desirable remediation techniques, and the amount of damages and cleanup costs and the time period during which such costs may be incurred, we are unable to reasonably estimate U. S. Steel’s ultimate liabilities under CERCLA.

As of March 31, ~~2020,~~2021, U. S. Steel has received information requests or been identified as a PRP at a total of ~~six~~five CERCLA sites, three of which have liabilities that have not been resolved. Based on currently available information, which is in many cases preliminary and incomplete, management believes that U. S. Steel’s liability for CERCLA cleanup and remediation costs at the other ~~three~~two sites will be between ~~$100,000 and~~ $1 million ~~for two of the sites,~~and $5 million and over $5 million for one site as described below.

Duluth Works

The former U. S. Steel Duluth Works site was placed on the National Priorities List under CERCLA in 1983 and on the State of Minnesota’s Superfund list in 1984. Liability for environmental remediation at the site is governed by a Response Order by Consent executed with the MPCA in 1985 and a Record of Decision signed by MPCA in 1989. U. S. Steel has partnered with the Great Lakes National Program Office (GLNPO) of U.S. EPA Region 5 to address contaminated sediments in the St. Louis River Estuary and several other Operable Units that could impact the Estuary if not addressed. An amendment to the Project Agreement between U. S. Steel and GLNPO was executed during the second quarter of 2018 to recognize the costs associated with implementing the proposed remedial plan at the site.

~~While~~Remediation contracts were issued by both USS and GLNPO for the first portion of the remedial work at the site during the fourth quarter of 2020. Work continues on ~~requesting proposals for implementing~~refinement of the remaining portions of the remedial design ~~permitting~~ and ~~educating the public and key stakeholders on the details of the plan, there has been no material change in the status of the project during the three months ended March 31, 2020.~~permitting. Additional, ~~study, investigation,~~ design, oversight costs, and implementation of U. S. Steel's preferred remedial alternatives on the upland property and Estuary are currently estimated as of March 31, ~~2020~~2021 at approximately ~~$44~~$35 million.

Resource Conservation Recovery Act (RCRA) and Other Remediation Sites

U. S. Steel may be liable for remediation costs under other environmental statutes, both federal and state, or where private parties are seeking to impose liability on U. S. Steel for remediation costs through discussions or litigation. There are 17nine such sites where remediation is being sought involving amounts in excess of ~~$100,000.~~$1 million. Based on currently available information, which is in many cases preliminary and incomplete, management believes that liability for cleanup and remediation costs in connection with ~~seven sites have potential costs between $100,000 and $1 million per site, five~~four sites may involve remediation costs between $1 million and $5 million per site and five sites are estimated to or could have, costs for remediation, investigation, restoration or compensation in excess of $5 million per site.

For more information on the status of remediation activities at U. S. Steel’s significant sites, see the discussions ~~related to each site~~ below.

Gary Works

On October 23, 1998, the U.S. EPA issued a final Administrative Order on Consent (Order) addressing Corrective Action for Solid Waste Management Units (SWMU) throughout Gary Works. This Order requires U. S. Steel to perform a RCRA Facility Investigation (RFI), a Corrective Measures Study (CMS) and Corrective Measure Implementation.

Evaluations are underway at six groundwater areas on the east side of the ~~facility~~facility. An Interim Stabilization Measure work plan has been approved by U.S. EPA for one of the six areas and ~~it is likely that corrective measures will be required, but it is not possible at this time to define~~ a ~~scope or estimate costs for what may be required by~~contractor has recently completed installation of the ~~U.S. EPA.~~remedial system. Until the remaining Phase I work and Phase II field investigations are completed, it is not possible to assess what additional expenditures will be necessary for Corrective Action projects at Gary Works. In total, the accrued liability for Corrective Action projects is approximately ~~$24~~$25 million as of March 31, ~~2020,~~2021, based on our current estimate of known remaining costs. Significant additional costs associated with the six groundwater areas at this site are possible and are referenced in Note 22 to the Condensed Consolidated Financial Statements “Contingencies and Commitments - Environmental Matters - Remediation Projects - Projects with Ongoing Study and Scope Development.”

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Geneva Works

At U. S. Steel’s former Geneva Works, liability for environmental remediation, including the closure of three hazardous waste impoundments and facility-wide corrective action, has been allocated between U. S. Steel and the current property owner pursuant to an agreement and a permit issued by the Utah Department of Environmental Quality (UDEQ). Having completed the investigation on a majority of the remaining areas identified in the permit, U. S. Steel has determined the most effective means to address the remaining impacted material is to manage those materials in a previously approved on-site Corrective Action Management Unit (CAMU). U. S. Steel awarded a contract for the implementation of the CAMU project during the fourth quarter of 2018. Construction, waste stabilization and placement along with closure of the CAMU ~~are scheduled to be complete~~were substantially completed in the fourth quarter of 2020. U. S. Steel has an accrued liability of approximately ~~$41~~$20 million as of March 31, ~~2020,~~2021, for our estimated share of the remaining costs of ~~remediation.~~remediation at the site.

USS-POSCO Industries (UPI)

In February 2020, U. S. Steel purchased the remaining 50 percent interest in UPI, a former joint venture that is located in Pittsburg, California between subsidiaries of U. S. Steel and POSCO. Prior to formation of the joint venture, UPI's facilities were previously owned and operated solely by U. S. Steel which assumed responsibility for the existing environmental conditions. U. S. Steel continues to monitor the impacts of the remedial plan implemented in 2016 to address groundwater impacts from trichloroethylene at SWMU 4. Evaluations continue for the SWMUs known as the Northern Boundary Group and it is likely that corrective measures will be required, but it is not possible at this time to define a scope or estimate costs for what may be required by the California Department of Toxic Substances Control. As such, there has been no material change in the status of the project during the three months ended March 31, ~~2020.~~2021. As of March 31, ~~2020,~~2021, approximately ~~$942,000~~$1 million has been accrued for ongoing environmental studies, investigations and remedy monitoring. Significant additional costs associated with this site are possible and are referenced in Note 2221 to the Condensed Consolidated Financial Statements “Contingencies and Commitments - Environmental Matters - Remediation Projects - Projects with Ongoing Study and Scope Development.” See Note 5 to the Condensed Consolidated Financial Statements "Acquisition" for further details regarding U. S. Steel's purchase of UPI.

In 2017, the Contra Costa Health Services Hazardous Materials Programs (County Health Services) conducted inspections of UPI’s facility, which resulted in the identification of several alleged environmental violations. Thereafter, UPI was able to resolve many of the issues to the satisfaction of County Health Services, but UPI also encountered some delays and disagreements pertaining to certain alleged violations. In 2018, County Health Services referred the matter to the Contra Costa District Attorney’s Office. In October 2019, UPI and the District Attorney’s Office agreed to a tentative settlement whereby UPI would pay $2.4 million in civil penalties in installments over 24 months. The tentative settlement also calls for UPI to spend $1 million on environmental compliance at its facility (expenditures that benefit UPI). In addition, the tentative settlement includes a $1 million suspended penalty that would be due if UPI were to fall out of compliance during the compliance period. The parties are currently in the process of negotiating and documenting the details of the settlement.

Fairfield Works

A consent decree was signed by U. S. Steel, the U.S EPA and the U.S. Department of Justice and filed with the United States District Court for the Northern District of Alabama (United States of America v. USX Corporation) in December 1997. In accordance with the consent decree, U. S. Steel initiated a RCRA corrective action program at the Fairfield Works facility. The Alabama Department of Environmental Management, with the approval of the ~~U.S~~U.S. EPA, assumed primary responsibility for regulation and oversight of the RCRA corrective action program at Fairfield Works. While work continues on different aspects of the program, there has been no material change in the status of the project during the three months ended March 31, ~~2020.~~2021. In total, the accrued liability for remaining work under the Corrective Action Program, was approximately ~~$174,000~~$180,000 at March 31, ~~2020.~~2021. Significant additional costs associated with this site are possible and are referenced in Note 2221 to the Condensed Consolidated Financial Statements “Contingencies and Commitments - Environmental Matters - Remediation Projects - Projects with Ongoing Study and Scope Development.”

~~Fairless Plant~~

In April 1993, U. S. Steel entered into a consent order with the U.S EPA pursuant to RCRA, under which U. S. Steel would perform Interim Measures (IM), an RFI and CMS at our Fairless Plant. A Phase I RFI Final Report was submitted in September of 1997. With U.S EPA’s agreement, in lieu of conducting subsequent phases of the RFI and the CMS, U. S. Steel has been working through the Pennsylvania Department of Environmental Protection Act 2 Program to characterize and remediate facility parcels for redevelopment. While work continues on these items, there has been

no material change in the status of the project during the three months ended March 31, 2020. As of March 31, 2020, the accrued liability to maintain the interim measures, and clear properties through the Act 2 process is approximately $213,000. Significant additional costs associated with this site are possible and are referenced in Note 22 to the Condensed Consolidated Financial Statements “Contingencies and Commitments - Environmental Matters - Remediation Projects - Projects with Ongoing Study and Scope Development.”

~~Lorain Tubular Operations~~

In September 2006, U. S. Steel and the Ohio Environmental Protection Agency (OEPA) commenced discussions about RCRA Corrective Action at Lorain Tubular Operations. A Phase I RFI on the identified SWMUs and Areas of Contamination was submitted in March 2012. While discussions continue with OEPA on drafting the Statement of Basis identifying potential remedies to address areas documented in the Phase II RFI, there has been no material change in the status of the project during the three months ended March 31, 2020. As of March 31, 2020, costs to complete additional projects are estimated to be approximately $79,000. Significant additional costs associated with this site are possible and are referenced in Note 22 to the Condensed Consolidated Financial Statements “Contingencies and Commitments - Environmental Matters - Remediation Projects - Projects with Ongoing Study and Scope Development.”

~~Joliet Works~~

The 50-acre parcel at the former Joliet Works is enrolled in the Illinois Environmental Protection Agency’s (IEPA) voluntary Site Remediation Program (the Program). The Program requires investigation and establishment of cleanup objectives followed by submission/approval of a Remedial Action Plan to meet those objectives. The 50-acre parcel was divided into four subareas with remedial activities completed in 2015 for three of the subareas. While work continues to define the extent of impacts at the remaining subarea, there has been no material change in the status of the project during the three months ended March 31, 2020. U. S. Steel has an accrued liability of $258,000 as of March 31, 2020. Significant additional costs associated with this site are possible and are referenced in Note 22 to the Condensed Consolidated Financial Statements “Contingencies and Commitments - Environmental Matters - Remediation Projects - Projects with Ongoing Study and Scope Development.”

Cherryvale (KS) Zinc

In April 2003, U. S. Steel and Salomon Smith Barney Holdings, Inc. (SSB) entered into a Consent Order with the Kansas Department of Health & Environment (KDHE) concerning a former zinc smelting operation in Cherryvale, Kansas. Remediation of the site proper was essentially completed in 2007. The Consent Order was amended on May 3, 2013, to require investigation (but not remediation) of potential contamination beyond the boundary of the former zinc smelting operation. On November 22, 2016, KDHE approved a State Cooperative Final Agency Decision Statement that identified the remedy selected to address potential contamination beyond the boundary of the former zinc smelting site. The Removal Action Design Plan was approved during the second quarter of 2018. The Waste Deposition Area design and the Interim Risk Management Plan (which includes institutional controls) were approved by KDHE during the fourth quarter of 2018. An amended consent order for remediation was signed in May 2019 and a remediation contract was executed in June 2019. Remediation work is now underway and is projected to continue through 2022. U. S. Steel has an accrued liability of approximately $9$5 million as of March 31, ~~2020,~~2021, for our estimated share of the cost of remediation.

~~South Works~~

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On August 29, 2017, U. S. Steel was notified by the U.S. Coast Guard of a sheen on the water in the North Vessel Slip at our former South Works in Chicago, Illinois. U. S. Steel has been working with the IEPA under their voluntary Site Remediation Program since 1993 to evaluate the condition of the property including the North Vessel Slip. The result of this cooperative effort has been the issuance of a series of “No Further Remediation” (NFR) notices to U. S. Steel including one specific to the North Vessel Slip. U. S. Steel has notified the IEPA of the potential changed condition and is working closely with the IEPA and the U. S. Coast Guard to determine the source of the sheen and options to address the issue. U. S. Steel has an accrued liability of $97,000 as of March 31, 2020.

Air Related Matters

Great Lakes Works

In June 2010, the U.S. EPA significantly lowered the primary (NAAQS) for SO₂ from 140 ppb on a 24-hour basis to an hourly standard of 75 ppb. Based upon the 2009-2011 ambient air monitoring data, the U.S. EPA designated the area in which Great Lakes Works is located as nonattainment with the 2010 SO₂ NAAQS.

As a result, pursuant to the CAA, the Michigan Department of Environment, Great Lakes and Energy (EGLE) was required to submit a SIP to the U.S. EPA that demonstrates that the entire nonattainment area (and not just the monitor) would be in attainment by October 2018 by using conservative air dispersion modeling. To develop the SIP, U. S. Steel met with EGLE on multiple occasions and had offered reduction plans to EGLE but the parties could not agree to a plan. EGLE, instead promulgated Rule 430 which was solely directed at U. S. Steel. The Company challenged Rule 430 before the Michigan Court of Claims who by Order dated October 4, 2017, granted the Company’s motion for summary disposition voiding Rule 430 finding that it violated rule-making provisions of the Michigan Administrative Procedures Act and Michigan Constitution. Since Rule 430 has been invalidated and EGLE's SIP has not been approved, the U.S. EPA has indicated that it would promulgate a Federal Implementation Plan (FIP) pursuant to its obligations and authority under the CAA. Because development of the FIP is in the early stages, the impacts of the nonattainment designation to the Company are not estimable at this time.

On January 17, 2019, U. S. Steel and EGLE met to discuss resolution of violations that were alleged to have occurred intermittently in 2017 and 2018 regarding opacity from: the D4 Blast Furnace slag pit, D4 Blast Furnace backdraft stack, B2 Blast Furnace casthouse roof monitor, B2 Blast Furnace backdraft stack, and Basic Oxygen Furnace Shop Roof Monitor; and exceedances of applicable limits at the pickle line. More recently, EGLE advised U. S. Steel that it was assessing a civil penalty of approximately $370,000 for these alleged violations. U. S. Steel and EGLE continue to negotiate resolution.

Granite City Works

In October 2015, Granite City Works received a Violation Notice from ~~IEPA~~Illinois Environmental Protection Agency (IEPA) in which the IEPA alleges that U. S. Steel violated the emission limits for nitrogen oxides (NOx) and volatile organic compounds from the Basic Oxygen Furnace Electrostatic Precipitator Stack. In addition, the IEPA alleges that U. S. Steel exceeded its natural gas usage limit at its CoGeneration Boiler. U. S. Steel responded to the notice and is currently discussing resolution of the matter with IEPA.

Although discussions with IEPA regarding the foregoing alleged violations are ongoing and the resolution of these matters is uncertain at this time, it is not anticipated that the result of those discussions will be material to U. S. Steel.

Minnesota Ore Operations

On February 6, 2013, the U.S. EPA published a FIP that applies to taconite facilities in Minnesota. The FIP establishes and requires emission limits and the use of low NOx reduction technology on indurating furnaces as Best Available Retrofit Technology (BART). While U. S. Steel installed low NOx burners on three furnaces at Minntac and is currently obligated to install low NOx burners on the two other furnaces at Minntac pursuant to existing agreements and permits, the rule would require the installation of a low NOx burner on the one furnace at Keetac for which U. S. Steel did not have an otherwise existing obligation. U. S. Steel estimates expenditures associated with the installation of low NOx burners of as much as $25 million to $30 million. In 2013, U. S. Steel filed a petition for administrative reconsideration to the U.S. EPA and a petition for judicial review of the 2013 FIP and denial of the Minnesota SIP to the Eighth Circuit. In April 2016, the U.S. EPA promulgated a revised FIP with the same substantive requirements for U. S. Steel. In June 2016, U. S. Steel filed a petition for administrative reconsideration of the 2016 FIP to the U.S. EPA and a petition for judicial review of the 2016 FIP before the Eighth Circuit Court of Appeals. While the proceedings regarding the petition for judicial review of the 2013 FIP remained stayed, oral arguments regarding the petition for judicial review of the 2016 FIP were heard by the Eighth Circuit Court of Appeals on November 15, 2017. Thus, both petitions for judicial review remain with the Eighth Circuit. On December 4, 2017, the U.S. EPA published a notification in the Federal Register in which the U.S. EPA denied U. S. Steel’s administrative petitions for reconsideration and stay of the 2013 FIP and 2016 FIP. On February 1, 2018, U. S. Steel filed a petition for judicial review of the U.S. EPA’s denial of the administrative petitions for reconsideration to the Eighth Circuit Court of Appeals. The U.S. EPA and U. S. Steel reached a settlement

regarding the five indurating lines at Minntac. ~~Notice of~~After proposing a ~~30-day comment period of~~revised FIP and responding to public comments, on March 2, 2021, U.S. EPA promulgated a final revised FIP incorporating the ~~settlement agreement was published in~~conditions and limits for Minntac to which the ~~September 11, 2019,~~ ~~Federal Register. The comment period expired on October 11, 2019.~~parties agreed. U. S. Steel ~~will work with U.S. EPA to address any comments. U. S. Steel~~ and the U.S. EPA continue to negotiate resolution for Keetac.

Mon Valley Works

On November 9, 2017, the U.S. EPA Region III and the Allegheny County Health Department (ACHD) jointly issued a Notice of Violation (NOV) regarding the Company’s Edgar Thomson facility in Braddock, PA. In addition, on November 20, 2017, ACHD issued a separate, but related NOV to the Company regarding the Edgar Thomson facility. In the NOVs, based upon their inspections and review of documents collected throughout the last two years, the agencies allege that the Company has violated the CAA by exceeding the allowable visible emission standards from certain operations during isolated events. In addition, the agencies allege that the Company has violated certain maintenance, reporting, and recordkeeping requirements. U. S. Steel met with U.S. EPA Region III and ACHD several times. ACHD, the U.S. EPA Region III and U. S. Steel continue to negotiate a potential resolution of the matter.

On December 24, 2018, U. S. Steel's Clairton Plant experienced a fire, affecting portions of the facility involved in desulfurization of the coke oven gas generated during the coking process. With the desulfurization process out of operation as a result of the

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fire, U. S. Steel was not able to certify compliance with Clairton Plant’s Title V permit levels for sulfur emissions. U. S. Steel promptly notified ACHD, which has regulatory jurisdiction for the Title V permit, and updated the ACHD regularly on ~~our~~ efforts to mitigate any potential environmental impacts until the desulfurization process was returned to normal operations. Of the approximately 2,400 hours between the date of the fire and April 4, 2019, when the Company resumed desulfurization, there were ten intermittent hours where average ~~SO2~~SO2 emissions exceeded the hourly NAAQS for ~~SO2~~SO2 at the Allegheny County regional air quality monitors located in Liberty and North Braddock boroughs which are near U. S. Steel's Mon Valley Works facilities. On February 13, 2019, PennEnvironment and Clean Air Council, both environmental, non-governmental organizations, sent U. S. Steel a 60-day notice of intent to sue letter pursuant to the CAA. The letter alleged Title V permit violations at the Clairton, Irvin, and Edgar Thomson facilities as a result of the December 24, 2018 Clairton Plant fire. The 60-day notice letter also alleged that the violations caused adverse public health and welfare impacts to the communities surrounding the Clairton, Irvin, and Edgar Thomson facilities. PennEnvironment and Clean Air Council subsequently filed a Complaint in Federal Court in the Western District of Pennsylvania on April 29, 2019 to which U. S. Steel has responded. On May 3, 2019, ACHD filed a motion to intervene in the lawsuit which was granted by the Court. On June 25, 2019, ACHD filed its Complaint in Intervention, seeking injunctive relief and civil penalties regarding the alleged Permit violations following the December 24, 2018 fire. The parties are currently engaged in discovery.

~~Following up~~Water Related Matters

On February 7, 2020, the Indiana Department of Environmental Management (IDEM) issued an Amended Notice of Violation and Proposed Agreed Order related to ~~its May 2,~~alleged NPDES permit water discharge violations at our Midwest Plant (Midwest) in Portage, Indiana during the period of November 2018 through December 2019 ~~notice of intent~~unrelated to ~~sue U. S. Steel, on August 26, 2019~~ the ~~Environmental Integrity Project, the Breathe Project and Clean Air Council, environmental, non-governmental organizations, filed a complaint~~violations resolved in the ~~Western District Court of Pennsylvania alleging that the Company did not report releases of reportable quantities of hydrogen sulfide, benzene,~~Consent Decree. The Proposed Agreed Order seeks corrective actions, a civil penalty, and ~~coke oven emissions from the Clairton, Edgar Thomson and Irvin facilities as would be required under CERCLA because of the fire. The Company will vigorously defend against these claims.~~

On April 24, 2019, U. S. Steel was served with a class action complaint that was filed in the Allegheny Court of Common Pleas related to the December 24, 2018 fire at Clairton. The complaint asserts common law nuisance and negligence claims and seeks compensatory and punitive damages that allegedly were the result of U. S. Steel's conduct that resulted in the fire and U. S. Steel's operations subsequent to the fire.stipulated penalties for future violations. The parties ~~are currently engaged in discovery. U. S. Steel is vigorously defending the matter.~~continue to negotiate a Proposed Agreed Order.

ASBESTOS LITIGATION

~~As of March 31, 2020, U. S. Steel was~~

See Note 21 to our Consolidated Financial Statements, Contingencies and Commitments for a defendant in approximately 808 active cases involving approximately 2,400 plaintiffs. The vast majority of these cases involve multiple defendants. About 1,540, or approximately 64 percent, of these plaintiff claims are currently pending in jurisdictions which permit filings with massive numbers of plaintiffs. At December 31, 2019, U. S. Steel was a defendant in approximately 800 active cases involving approximately 2,390 plaintiffs. Based upon U. S. Steel’s experience in such cases, it believes that the actual number of plaintiffs who ultimately assert claims against U. S. Steel will likely be a small fraction of the total number of plaintiffs.

~~The following table shows activity with respect to asbestos litigation:~~

Period ended Opening
Number
of Claims
Claims
Dismissed,
Settled
and Resolved^(a)
New
Claims Closing
Number
of Claims
December 31, 2017 3,340 275 250 3,315
December 31, 2018 3,315 1,285 290 2,320
December 31, 2019 2,320 195 265 2,390
March 31, 2020 2,390 90 100 2,400

~~(a) The period ending December 31, 2018 includes approximately 1,000 dismissed cases previously pending in the State of Texas.~~

Historically, asbestos-related claims against U. S. Steel fall into three groups: (1) claims made by persons who allegedly were exposed to asbestos on the premises of U. S. Steel facilities; (2) claims made by persons allegedly exposed to products manufactured by U. S. Steel; and (3) claims made under certain federal and maritime laws by employees of former operations of U. S. Steel.

Further, U. S. Steel does not believe that an accrual for unasserted claims is required. At any given reporting date, it is probable that there are unasserted claims that will be filed against the Company in the future. In 2018 and 2019, the Company engaged an outside valuation consultant to assist in assessing its ability to estimate an accrual for unasserted claims. This assessment was based on the Company's settlement experience, including recent claims trends. The analysis focused on settlements made over the last several years as these claims are likely to best represent future claim characteristics. After review by the valuation consultant and U. S. Steel management, it was determined that the Company could not estimate an accrual for unasserted claims.

~~Despite these uncertainties, management believes that the ultimate resolution of these matters will not have a material adverse effect on U. S. Steel’s financial condition.~~

~~Item 1A. Risk Factors~~

The outbreak of COVID-19 and disruptions in the oil and gas industry have had, and are expected to continue to have, an adverse impact on the Company’s results of operations, financial condition and cash flows.

The global pandemic resulting from the novel coronavirus designated as COVID-19 has had a significant impact on economies, businesses and individuals around the world. Efforts by governments around the world to contain the virus have involved, among other things, border closings and other significant travel restrictions; mandatory stay-at-home and work-from-home orders in numerous countries, including the United States; mandatory business closures; public gathering limitations; and prolonged quarantines. These efforts and other governmental, business and individual responses to the COVID-19 pandemic have led to significant disruptions to commerce, lower consumer demand for goods and services and general uncertainty regarding the near-term and long-term impact of the COVID-19 virus on the domestic and international economy and on public health. These developments and other consequences of the outbreak have and could continue to materially adversely impact the Company's results of operations, financial condition and cash flows.

The U.S. Department of Homeland Security guidance has identified U. S. Steel's business as a critical infrastructure industry, essential to the economic prosperity, security and continuity of the United States. Similarly, in Slovakia, U. S. Steel Kosice was identified by the government as a strategic and critical company, essential to economic prosperity, and continues to operate. However, although we continue to operate, we have experienced and are likely to continue to experience, significant reductions in demand. For example, the oil and gas industry, which is onedescription of our significant end markets, has been experiencing a significant amount of disruption and has been experiencing oversupply at a time of declining demand, resulting in a decline in profitability. Our Tubular operations support the oil and gas industry, and therefore the industry's decline has led to a significant decline in demand for our Tubular products. We also may experience disruptions to our operations resulting from changes in government policy or guidance; quarantines of employees, customers and suppliers in areas affected by the outbreak; and closures of businesses or manufacturing facilities that are critical to our business or our supply chain.asbestos litigation.

The COVID-19 pandemic could also adversely affect our liquidity and ability to access the capital markets. The Company’s credit ratings were recently downgraded by three credit ratings agencies, all citing, among other things, the uncertainty in duration and impact of the COVID-19 outbreak on our business. Uncertainty regarding the duration of the COVID-19 pandemic and disruptions to the oil and gas industry may, for example, adversely impact our ability to raise additional capital, or require additional capital, or require additional reductions in capital expenditures that are otherwise needed, to support working capital or continuation of our "best of both" strategy. Additionally, government stimulus programs may not be available to the Company, its customers, or its suppliers, or may prove to be ineffective. Furthermore, in the event that the impact from the COVID-19 outbreak causes us to be unable to satisfy any of our financial covenants under the agreements governing our outstanding indebtedness, the availability of credit facilities may become limited, or we may be required to renegotiate such agreements on less favorable terms. For example, based on the most recent four quarters as of March 31, 2020, we have not met the fixed charge negative covenant test under our Credit Facility Agreement, and accordingly, the amount available to the Company under this facility was reduced by $200 million, meaning that as of March 31, 2020, the availability under the Credit Facility Agreement was $300 million. If we are unable to access additional credit at the levels we require, or the cost of credit is greater than expected, it could materially adversely affect our operating results.

COVID-19 could negatively affect our internal controls over financial reporting as a portion of our workforce is required to work from home and therefore new processes, procedures, and controls could be required to respond to changes in our business environment.

The Company may be susceptible to increased litigation related to, among other things, the financial impacts of the pandemic on its business, its ability to meet contractual obligations due to the pandemic, employment practices or policies adopted during the health crisis, or litigation related to individuals contracting COVID-19 as result of alleged exposures on Company premises.

In addition, the COVID-19 outbreak has significantly increased economic and demand uncertainty. The current outbreak and continued spread of COVID-19 could cause a global recession, which would have a further material adverse impact on our results of operations, financial condition and cash flows. The full extent to which the COVID-19 outbreak will affect our operations, and the steel industry generally, remains highly uncertain and will ultimately depend on future developments which cannot be predicted at this time, including, but not limited to, the duration, severity, speed and scope of the outbreak, the length of time required for demand to return and normal economic and operating conditions

to resume. The impact of the COVID-19 outbreak may also have the effect of exacerbating many of the other risks described in Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.



Item 4.			MINE SAFETY DISCLOSURES

The information concerning mine safety violations and other regulatory matters required by Section 150 of the Dodd-Frank Wall Street Reform Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Form 10-Q.



Item 5.			OTHER INFORMATION

None.

-44-



~~Item 6.~~	~~EXHIBITS~~



Item 6.			EXHIBITS


10.1		Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Cash Award Grant Agreement (ROCE Grant).*

~~10.2~~	Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement (Retention Grant).*

~~10.3~~	Administrative Procedures for the Executive Management Annual Incentive Compensation Plan under the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, ~~as approved on~~effective February 25, 2020.23, 2021

~~31.1~~10.2		United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, as Amended and Restated Effective April 27, 2021*

10.3		United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Share Award Grant Agreement (2021 Grants)*

10.4		Amendment No. 2 to Fifth Amended and Restated Credit Agreement, dated March 26, 2021

10.5		United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Cash Award Grant Agreement (2021 Grants)*

10.6		United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement (2021 Grants)*

10.7		United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Retention Restricted Stock Unit Grant Agreement (2021 Grants)*

10.8		United States Steel Corporation 2016 Omnibus Incentive Compensation Plan TSR Performance Share Award Grant Agreement (2021 Grants)*

31.1		Certification of Chief Executive Officer required by Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as promulgated by the Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer required by Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as promulgated by the Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

95		Mine Safety Disclosure required under Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

101		The following financial information from United States Steel Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2020~~2021 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Statement of Operations, (ii) the Condensed Consolidated Statement of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheet, (iv) the Condensed Consolidated Statement of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.

104		Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101).

* Indicates management contract or compensatory plan or arrangement.

-45-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned chief accounting officer thereunto duly authorized.


UNITED STATES STEEL CORPORATION


~~UNITED STATES STEEL CORPORATION~~
By
By	/s/ Manpreet S. Grewal

		Manpreet S. Grewal
		Vice President, Controller & ~~Controller~~Chief Accounting Officer

~~May 1, 2020~~

April 30, 2021

WEB SITE POSTING

This Form 10-Q will be posted on the U. S. Steel web site, www.ussteel.com, within a few days of its filing.

~~-60-~~-46-



Supplemental Cash Flow Information:
Non-cash investing and financing activities:
Change in accrued capital expenditures	$	(66	)	$	(32	)
U. S. Steel common stock issued for employee/non-employee director stock plans	17			15
Capital expenditures funded by finance lease borrowings	29			16
Export Credit Agreement (ECA) financing	34			—



(in millions)	U.S.		USSE		Total Allowance
Balance at December 31, 2019	$	12	$	16	$	28
Additional reserve	5		—		5
Balance at March 31, 2020	$	17	$	16	$	33



(In millions)	March 31, 2020		March 31, 2019
Cash and cash equivalents	$	1,350	$	676
Restricted cash in other current assets	4		2
Long-term restricted cash	143		31
Total cash, cash equivalents and restricted cash	$	1,497	$	709



(In millions)	Balance Sheet Location	March 31, 2020		December 31, 2019
Assets
Operating	Operating lease assets ^(a)	$	246	$	230
Finance	Property, plant and equipment ^(b)	82		56
Total Lease Assets		$	328	$	286

Liabilities
Current
Operating	Current operating lease liabilities	$	60	$	60
Finance	Current portion of long-term debt	15		11
Non-Current
Operating	Noncurrent operating lease liabilities	193		177
Finance	Long-term debt less unamortized discount and issue costs	74		51
Total Lease Liabilities		$	342	$	299



		As of March 31, 2020								As of December 31, 2019
(In millions)	Useful Lives	Gross Carrying Amount		Accumulated Impairment		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount
Customer relationships	22 Years	$	132	$	55	$	77	$	—	$	132	$	76	$	56
Patents	10-15 Years	22		7		9		6		22		8		14
Energy Contract	10 Years	54		—		1		53		—		—		—
Other Intangibles	4-20 Years	14		5		9		—		14		9		5
Total amortizable intangible assets		$	222	$	67	$	96	$	59	$	168	$	93	$	75



	Three Months Ended March 31,
(In thousands)	2020	2019
Securities granted under the 2016 Omnibus Incentive Compensation Plan, as amended	4,942	3,179
Securities convertible under the Senior Convertible Notes	—	—
Total	4,942	3,179



		Amount of Gain (Loss) Recognized in Income
(In millions)	Statement of Operations Location	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019
Commodity purchase swaps ^(a)	Cost of sales	(2	)	—
Foreign exchange forwards	Other financial costs	4		9



(In millions)	Balance Sheet Location	Fair Value asset/(liability) at December 31, 2019			Fair Value Mark to Market gain/(loss)			Fair Value asset/(liability) at March 31, 2020
U. S. Steel Call Option	Investments and Long-Term Receivables	$	166		$	(28	)	$	138
Class B Common Put Option	Deferred credits and other noncurrent liabilities	$	(192	)	$	39		$	(153	)
Class B Common Call Option	Deferred credits and other noncurrent liabilities	$	(2	)	$	—		$	(2	)
Net Mark to Market Impact					$	11



	Amount reclassified from AOCI ^(b)
(In millions)	Three Months Ended March 31,
Details about AOCI components	2020			2019
Amortization of pension and other benefit items
Prior service costs ^(a)	$	(2	)	$	7
Actuarial losses ^(a)	32			34
UPI Purchase Accounting Adjustment	23			—
Total pensions and other benefits items	53			41
Derivative reclassifications to Condensed Consolidated Statements of Operations	12			(13		)
Total before tax	65			28
Tax provision	(8		)	(6		)
Net of tax	$	57		$	22



Period ended	Opening Number of Claims	Claims Dismissed, Settled and Resolved ^(a)	New Claims	Closing Number of Claims
December 31, 2017	3,340	275	250	3,315
December 31, 2018	3,315	1,285	290	2,320
December 31, 2019	2,320	195	265	2,390
March 31, 2020	2,390	90	100	2,400



Remainder of 2020	2021	2022	2023	2024	Later Years	Total
$568	$675	$568	$335	$108	$612	$2,866



	Three Months Ended March 31,		Twelve Months Ended March 31,
	2020	2019	2020	2019
Accounts Receivable Turnover	2.3	2.1	8.4	8.8
Inventory Turnover	1.3	1.5	5.5	6.4



Period ended	Opening Number of Claims	Claims Dismissed, Settled and Resolved^(a)	New Claims	Closing Number of Claims
December 31, 2017	3,340	275	250	3,315
December 31, 2018	3,315	1,285	290	2,320
December 31, 2019	2,320	195	265	2,390
March 31, 2020	2,390	90	100	2,400