Critical Accounting Estimates

Long lived assets - U. S. Steel evaluates long-lived assets, primarily property, plant and equipment for impairment whenever changes in circumstances indicate that the carrying amounts of those productive assets exceed their recoverable amount as determined by the asset group's projected undiscounted cash flows. We evaluate the impairment of long-lived assets at the asset group level. Our primary asset groups are Flat-Rolled, welded tubular, seamless tubular and USSE. 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 was recorded as of March 31, 2020 for the welded tubular asset group while no 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 June 30, 2020 and September 30, 2020. See Note 1 to the Condensed Consolidated Financial Statements for further details.

Financial instruments – The fair value of the options associated with our investment in Big River Steel can fluctuate significantly depending on fair valuation model inputs that include equity value, volatility and credit spread. A significant factor in determining equity value is 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 most recent updated forecast indicated an increase in the equity value which was the primary factor that led to a favorable mark-to-market adjustment of $34 million that is reflected in other financial benefits in the Condensed Consolidated Statement of Operations for the three month period ended September 30, 2020. The future fair value of these financial instruments may vary significantly as forecasts are updated and other input fluctuations are included in the valuation model. See Note 16 to the Condensed Consolidated Financial Statements for further details.

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 Emissions Trading Scheme (ETS), USSK's final allocation of allowances for the Phase III period, which covers the years 2013 through 2020 is 48 million allowances. Based on projected total production levels, we started to purchase allowances in the third quarter of 2017 to meet the annual compliance submission in the future. As of ~~June~~September 30, 2020, we have purchased approximately 12.3 million European Union Allowances (EUA) totaling €141.1 million (approximately ~~$154.6~~$165.2 million) to cover the estimated shortfall of emission allowances. We estimate that the total shortfall will be approximately 1212.2 million allowances for the Phase III period. The exact cost of complying with the ETS regulations will depend on future production levels and future emissions intensity levels, however our estimated shortfall of emission allowances is covered by purchased European Union Allowances.

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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 capital expenditures for projects to comply with or go beyond BAT requirements is €138 million (approximately ~~$151~~$161.6 million) over the actual program period. These costs may be mitigated if USSK complies with certain financial covenants, which are assessed annually according to EU funding rules. USSK complied with these covenants as of ~~June~~September 30, 2020. If we are unable to meet these covenants in the future, USSK might be required to provide additional collateral (e.g. bank guarantee) to secure 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.

For further discussion of laws applicable in Slovakia and the EU and their impact on USSK, see Note 21 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, the U.S. EPA proposed to repeal the Clean Power Plan after reviewing the plan pursuant to President Trump’s executive order. Any repeal and/or replacement of the Clean Power Plan is likely to be challenged by various proponents of the plan, such as environmental groups and certain states. 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.

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There have been no material changes in U. S. Steel’s exposure to European Greenhouse Gas Emissions regulations since December 31, 2019.

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 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. Based on the results of U.S. EPA’s risk review, the Agency proposed 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, U.S. EPA proposed 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 of the integrated iron and steel proposed rule, the Company does not expect any material impact if the rule is finalized as proposed. For the Taconite Iron Ore Processing category, based on the results of the Agency’s risk review, U.S. EPA is proposing 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 if the rule is finalized as proposed. 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.

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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 the Court.

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 PM2.5, lead, carbon monoxide, nitrogen dioxide, sulfur dioxide (SO2), and ozone.

In June 2010, the U.S. EPA significantly lowered the primary NAAQS for SO2 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

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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 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 14, 2012, the U.S. EPA lowered the annual standard for PM2.5 from 15 micrograms per cubic meter (ug/m3) to 12 ug/m3, and retained the PM2.5 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 PM2.5 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 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 PM2.5 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, 2020, EPA proposed to retain the 12 ug/m3 annual and 35 ug/3 24-hour PM2.5 standards without revision.

In July 2018, the ACHD provided U. S. Steel, ACHD Regulation Subcommittee members and interested parties with draft regulations that would modify the existing 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 plant in Allegheny County and one of two remaining in Pennsylvania), the draft regulations would reduce the current allowable emissions from coke plant operations and 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 the June 27, 2019 Settlement 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~~five sites under CERCLA as of ~~June~~September 30, 2020. Of these, there are three sites for which information requests have been received or there are other indications that U. S. Steel may be a PRP under CERCLA, but sufficient information is not presently available to confirm the

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existence of liability or to make a reasonable estimate with respect to any potential liabilities. There are also 1718 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

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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.

For further discussion of relevant environmental matters, 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 ~~second~~third quarter of 2020.

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 ~~500~~700 million metric tons per year. These imports, as well as the underlying policies/practices and overcapacity, impact the Company’s operational and financial performance. U. S. Steel continues to address these challenges that threaten the Company, ~~our~~its workers, ~~our~~its stockholders, and ~~our~~the 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) 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,~~An August 2020 Presidential Proclamation ~~expanded~~reduced the ~~Section 232 tariffs~~fourth quarter 2020 quota for semi-finished steel imports from Brazil and announced December consultations regarding 2021 quotas. In August 2020, the U.S. and Mexico announced that Mexico would establish a steel export licensing system to ~~cover imports~~monitor recent U.S. import surges of ~~certain downstream~~semi-finished steel, ~~products~~standard pipe, and mechanical tubing from ~~countries subject to~~Mexico through June 2021. In September 2020, the ~~Section 232 tariffs, effective February 8, 2020.~~

~~The~~ U.S. Department of Commerce (DOC) published new regulations that require steel import license applicants to report the “melted and poured” country of origin to monitor import surges and circumvention for products covered by the Section 232.

DOC is managing a process in which U.S. companies may request and/or oppose temporary product exclusions from the Section 232 tariffs or quotas. Over ~~160,000~~186,000 exclusions have been requested for steel products. U. S. Steel opposes exclusion requests for products that are the same as, or substitute products for, those produced by U. S. Steel.

Several legal challenges ~~and retaliatory trade measures have been initiated in response~~ to the Section 232 action. In June 2020, the U.S. Supreme Court decided not to hear the American Institute for International Steel’s (AIIS) appeal challenging the constitutionality of the Section 232 statute, ending AIIS’ two-year legal challenge. On July 14, 2020, in an appeal brought by importer Transpacific Steel LLC,action continue before the U.S. Court of International Trade (CIT) ~~ruled that~~and U.S. Court of Appeals for the Presidential Proclamation temporarily increasing Section 232 tariffs on Turkish steel imports from 25 to 50 percent was unlawful because the increase did not adhere to the implementation timeline established in the Section 232 statute. As such, the CIT found that the President cannot modify Section 232 measures without following statutory procedural steps. There are currently 26 other Section 232 challenges still pending before the CIT.Federal Circuit (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.

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. In June 2020, the EC made several minor adjustments to the safeguard.

Antidumping duties (AD) and countervailing/antisubsidy duties (CVD) apply in addition to the Section 232 tariffs and quotas and the EC’s safeguard, and AD/CVD orders will last beyond the Section 232 action and EC’s safeguard. Thus, U. S. Steel continues to actively defend and maintain the 54 U.S. AD/CVD orders and 11 EU AD/CVD orders covering products U. S. Steel produces in multiple proceedings before the DOC, U.S. International Trade Commission (ITC), CIT, CAFC, the EC and European courts, and the WTO.

In May and June 2020, the EC initiated new AD/CVD investigations on EU imports of hot-rolled steel from Turkey. Provisional measures could be imposed by January 2021 and final duties could be imposed by July 2021.

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In July 2020, the ITC voted to continue the AD/CVD orders on oil country tubular goods from India, Korea, Turkey, Ukraine, and Vietnam for another five years. Also in July 2020, Vallourec Star filed new AD/CVD petitions on U.S. imports of seamless standard, line, and pressure pipe from Czech Republic, Korea, Russia, and Ukraine.

Following the 2018 investigation under Section 301 of the Trade Act of 1974, the United States continues to impose 7.5 to 25 percent tariffs on certain imports from China, including certain steel products.

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.

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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

U. S. Steel is exposed to certain risks related to its ongoing business operations, including financial, market, political, and economic risks. The global pandemic resulting 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 pandemic, in March 2020 we borrowed an additional $800 million under the ~~Fifth Amended~~Credit Facility Agreement. After successful capital market activities and ~~Restated Credit Agreement (Credit Facility Agreement). During~~improvements in market conditions, the ~~second quarter 2020, we~~Company repaid $100 million and $900 million on the Credit Facility ~~Agreement.~~Agreement during the three month periods ended June 30, 2020 and September 30, 2020, respectively. As of ~~June~~September 30, 2020, the Company had approximately ~~$2.0~~$1.3 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 ~~June~~September 30, 2020 would increase annual interest expense by approximately $5$3 million. See Note 15 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 ~~June~~September 30, 2020. 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 periods specified in applicable law and regulations. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of ~~June~~September 30, 2020, 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.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

GENERAL LITIGATION

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 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 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.

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On November 30, 2018, the Minnesota Pollution Control Agency (MPCA) issued a new Water Discharge Permit for the Minntac Tailings Basin waters. The 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 Court~~Briefing is ~~currently reviewing motions related to the impacts of a recent U. S. Supreme Court case upon the U. S. Steel case.~~now complete with argument scheduled for November 9, 2020.

On October 2, 2017, an Amended Shareholder Class Action Complaint was filed in Federal Court in 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 proceeding as a class action. The Company's appeal of that decision has been denied by the Third Circuit Court of Appeals. Discovery is proceeding.

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ENVIRONMENTAL PROCEEDINGS

The following is a summary of the proceedings of U. S. Steel that were pending or contemplated as of ~~June~~September 30, 2020, under federal and state environmental laws. 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 ~~June~~September 30, 2020, 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~~one of the sites, 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 work continues on refinement of the remedial design, permitting, contractor ~~selection~~selection/procurement 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 ~~six~~

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nine months ended ~~June~~September 30, 2020. 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 ~~June~~September 30, 2020 at approximately $44 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 1718 such sites where remediation is being sought involving amounts in excess of $100,000. 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~~eight sites have potential costs between $100,000 and $1 million per site, five 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.

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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~~a contractor has been selected to ~~define a scope or estimate costs for what may be required by~~install 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~~$27 million as of ~~June~~September 30, 2020, 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 21 to the Condensed Consolidated Financial Statements “Contingencies and Commitments - Environmental Matters - Remediation Projects - Projects with Ongoing Study and Scope Development.”

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 in 2020. U. S. Steel has an accrued liability of approximately ~~$38~~$26 million as of ~~June~~September 30, 2020, for our estimated share of the remaining costs of remediation.

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 ~~six~~nine months ended ~~June~~September 30, 2020. As of ~~June~~September 30, 2020, approximately $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 21 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.

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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. 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 ~~six~~nine months ended ~~June~~September 30, 2020. In total, the accrued liability for remaining work under the Corrective Action Program, was approximately ~~$131,000~~$26,000 at ~~June~~September 30, 2020. Significant additional costs associated with this site are possible and are referenced in Note 21 to the Condensed Consolidated Financial Statements “Contingencies and Commitments - Environmental Matters - Remediation Projects - Projects with Ongoing Study and Scope Development.”

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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 ~~six~~nine months ended ~~June~~September 30, 2020. As of ~~June~~September 30, 2020, the accrued liability to maintain the interim measures, and clear properties through the Act 2 process is approximately ~~$143,000.~~$121,000. Significant additional costs associated with this site are possible and are referenced in Note 21 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 ~~six~~nine months ended ~~June~~September 30, 2020. As of ~~June~~September 30, 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 21 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 ~~six~~nine months ended ~~June~~September 30, 2020. U. S. Steel has an accrued liability of ~~$240,000~~$226,000 as of ~~June~~September 30, 2020. Significant additional costs associated with this site are possible and are referenced in Note 21 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.U. S. Steel has an accrued liability of approximately $9$8 million as of ~~June~~September 30, 2020, for our estimated share of the cost of remediation.

South Works

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

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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

~~-49-~~

condition and is working closely with the IEPA and the ~~U. S.~~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 ~~$39,000~~$322,000 as of ~~June~~September 30, 2020.

Air Related Matters

Great Lakes Works

In June 2010, the 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, 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 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 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 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, U.S. EPA published a notification in the Federal Register in which the U.S. EPA denied

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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 U.S. EPA’s denial of the administrative petitions for reconsideration to the Eighth Circuit Court of Appeals. U.S. EPA and U. S. Steel reached a settlement regarding the five indurating lines at Minntac. Notice of a 30-day comment period of the settlement agreement was published in the September 11, 2019, Federal Register. The comment period expired on October 11, 2019. U. S. Steel will work with U.S. EPA to address any comments. U. S. Steel and U.S. EPA continue to negotiate resolution for Keetac.

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Mon Valley Works

On November 9, 2017, 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, 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 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 emissions exceeded the hourly NAAQS for 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 to its May 2, 2019, notice of intent 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 in the Western District Court of Pennsylvania alleging that the Company did not report releases of reportable quantities of hydrogen sulfide, benzene, and coke oven emissions from the Clairton, Edgar Thomson and Irvin facilities as would be required under CERCLA because of the fire. An action was initiated in Federal Court in the Western District of Pennsylvania. U. S. Steel moved to dismiss that action in its entirety. That motion was granted by the District Court on May 14, 2020. The Plaintiffs have appealed that dismissal.

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. The parties are currently engaged in discovery. U. S. Steel is vigorously defending the matter.

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 alleged NPDES permit water discharge violations at our Midwest Plant (Midwest) in Portage, Indiana during the period of November 2018 through December 2019 unrelated to the violations resolved in the Consent Decree. The Proposed Agreed Order seeks corrective actions, a civil penalty, and stipulated penalties for future violations. The parties continue to negotiate a Proposed Agreed Order.

ASBESTOS LITIGATION

As of ~~June~~September 30, 2020, U. S. Steel was a defendant in approximately ~~816~~850 active cases involving approximately ~~2,400~~2,435 plaintiffs. The vast majority of these cases involve multiple defendants. About 1,540, or approximately 6463 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

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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.

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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~~

~~June 30, 2020~~

~~2,390~~

~~130~~

~~140~~

~~2,400~~


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
September 30, 2020	2,390	185	230	2,435

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

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

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

Further, U. S. Steel does not believe that an accrual for unasserted claims is required. At any given reporting date, it is probable that there are unasserted claims that will be filed against the Company in the future. In 2019, 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

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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~~The oil and gas industry, which is one 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.

The COVID-19 pandemic could also adversely affect our liquidity and ability to access the capital markets. The Company’s credit ratings were downgraded earlier this year 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

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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 ~~June~~September 30, 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. 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 ~~June~~September 30, 2020, the amount available to the Company under this facility was further reduced by ~~$210~~$294 million. As of ~~June~~September 30, 2020, the availability under the Credit Facility Agreement was ~~$190 million.~~$1.006 billion. 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 has caused a global recession, which has had 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.

We may not be able to generate sufficient cash to service all of our debt, and may be forced to take other actions to satisfy our obligations under our debt, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control, such as the disruption caused by the COVID-19 pandemic and the disruption in the oil and gas industry. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our debt.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our debt. We may not

~~-53-~~

be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The ~~Fifth~~ Credit Facility Agreement governing the ABL Facility, the documents governing the USSK Credit Facilities, the documents governing the ~~Export~~Export-Import Credit ~~Facility~~Agreement and the indentures governing our existing senior unsecured notes and our 2025 Senior Secured Notes restrict our ability to dispose of assets and may also restrict our ability to raise debt or equity capital to be used to repay other debt when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our debt on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations.

If we cannot make scheduled payments on our debt, we will be in default and holders of our notes could declare all outstanding principal and interest to be due and payable, the lenders under the ABL Facility and the USSK Credit Facilities could terminate their commitments to loan money, accelerate full repayment of any or all amounts outstanding (which may result in the cross-acceleration of certain of our other debt obligations) and the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation. All of these events would materially and adversely affect our financial position and results of operations.

We may not fully realize the expected monetary benefits from our iron ore assets.

A component of our strategy includes monetizing our excess iron ore assets. Once Stelco Inc. completes the remaining payments and U. S. Steel has received the $100 million aggregate option price, Stelco will hold an option (“Option”) to acquire an

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undivided 25% interest in a to-be-formed entity that will own the Company’s current iron ore mine located in Mt. Iron, Minnesota. There is a possibility that Stelco may not make the remaining partial payments and may not exercise its Option in the anticipated timeframe or at all. If the proposed joint venture with Stelco is not successful, fails to provide the benefits we expect, or is not created at all, we may in the future have more iron ore than we need to support the business. Additionally, the existence of the Option may deter future potential opportunities to monetize the iron ore assets.


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.

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Item 6.			EXHIBITS



~~3.1~~						~~Amended and Restated By-Laws of United States Steel Corporation dated as of July 28, 2020~~

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 ~~June~~September 30, 2020 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).

~~-55-~~-47-

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


By						/s/ Manpreet S. Grewal

						Manpreet S. Grewal
						Vice President & Controller

~~July 31,~~

October 30, 2020

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.

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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


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in millions, except per share amounts)	(Dollars in millions, except per share amounts)	2020		2019		2020		2019		(Dollars in millions, except per share amounts)	2020		2019		2020		2019
Net sales:	Net sales:									Net sales:
Net sales	Net sales	$	2,000	$	3,175	$	4,397	$	6,299	Net sales	$	2,072	$	2,702	$	6,469	$	9,001
Net sales to related parties (Note 19)	Net sales to related parties (Note 19)	91		370		442		745		Net sales to related parties (Note 19)	268		367		710		1,112
Total (Note 6)	Total (Note 6)	2,091		3,545		4,839		7,044		Total (Note 6)	2,340		3,069		7,179		10,113
Operating expenses (income):	Operating expenses (income):									Operating expenses (income):
Cost of sales (excludes items shown below)	Cost of sales (excludes items shown below)	2,274		3,227		4,879		6,399		Cost of sales (excludes items shown below)	2,295		2,902		7,174		9,301
Selling, general and administrative expenses	Selling, general and administrative expenses	62		82		134		160		Selling, general and administrative expenses	65		63		199		223
Depreciation, depletion and amortization	Depreciation, depletion and amortization	159		150		319		293		Depreciation, depletion and amortization	162		161		481		454
Loss (earnings) from investees	Loss (earnings) from investees	39		(28)		47		(37)		Loss (earnings) from investees	31		(31)		78		(68)
Tubular asset impairment charges (Notes 1 and 9)		—		—		263		—
Asset impairment charges (Note 1)										Asset impairment charges (Note 1)	0		0		263		0
Gain on equity investee transactions	Gain on equity investee transactions	—		—		(31)		—		Gain on equity investee transactions	0		0		(31)		0
Restructuring and other charges (Note 20)	Restructuring and other charges (Note 20)	89		—		130		—		Restructuring and other charges (Note 20)	0		54		130		54
Net loss on sale of assets		—		—		—		4
Net (gain) loss on sale of assets										Net (gain) loss on sale of assets	(2)		(1)		(2)		3
Other losses, net	Other losses, net	—		(1)		5		(1)		Other losses, net	0		1		5		0
Total	Total	2,623		3,430		5,746		6,818		Total	2,551		3,149		8,297		9,967
(Loss) earnings before interest and income taxes	(Loss) earnings before interest and income taxes	(532)		115		(907)		226		(Loss) earnings before interest and income taxes	(211)		(80)		(1,118)		146
Interest expense	Interest expense	64		31		114		65		Interest expense	84		32		198		97
Interest income	Interest income	(1)		(5)		(5)		(10)		Interest income	(1)		(3)		(6)		(13)
Other financial benefits	Other financial benefits	7		5		4		2		Other financial benefits	(30)		(4)		(26)		(2)
Net periodic benefit (income) cost (other than service cost)	Net periodic benefit (income) cost (other than service cost)	(8)		23		(16)		46		Net periodic benefit (income) cost (other than service cost)	(6)		23		(22)		69
Net interest and other financial costs	Net interest and other financial costs	62		54		97		103		Net interest and other financial costs	47		48		144		151
(Loss) earnings before income taxes		(594)		61		(1,004)		123
Income tax (benefit) provision (Note 12)		(5)		(7)		(24)		1
Loss before income taxes										Loss before income taxes	(258)		(128)		(1,262)		(5)
Income tax benefit (Note 12)										Income tax benefit (Note 12)	(24)		(44)		(48)		(43)
Net (loss) earnings	Net (loss) earnings	(589)		68		(980)		122		Net (loss) earnings	(234)		(84)		(1,214)		38
Less: Net earnings attributable to noncontrolling interests	Less: Net earnings attributable to noncontrolling interests	—		—		—		—		Less: Net earnings attributable to noncontrolling interests	0		0		0		0
Net (loss) earnings attributable to United States Steel Corporation	Net (loss) earnings attributable to United States Steel Corporation	$	(589)	$	68	$	(980)	$	122	Net (loss) earnings attributable to United States Steel Corporation	$	(234)	$	(84)	$	(1,214)	$	38
(Loss) earnings per common share (Note 13):	(Loss) earnings per common share (Note 13):									(Loss) earnings per common share (Note 13):
(Loss) earnings per share attributable to United States Steel Corporation stockholders:	(Loss) earnings per share attributable to United States Steel Corporation stockholders:									(Loss) earnings per share attributable to United States Steel Corporation stockholders:
-Basic	-Basic	$	(3.36)	$	0.39	$	(5.67)	$	0.71	-Basic	$	(1.06)	$	(0.49)	$	(6.43)	$	0.22
-Diluted	-Diluted	$	(3.36)	$	0.39	$	(5.67)	$	0.70	-Diluted	$	(1.06)	$	(0.49)	$	(6.43)	$	0.22


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in millions)	(Dollars in millions)	2020		2019		2020		2019		(Dollars in millions)	2020		2019		2020		2019
Net (loss) earnings	Net (loss) earnings	$	(589)	$	68	$	(980)	$	122	Net (loss) earnings	$	(234)	$	(84)	$	(1,214)	$	38
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:
Changes in foreign currency translation adjustments	Changes in foreign currency translation adjustments	20		12		(3)		(5)		Changes in foreign currency translation adjustments	34		(40)		31		(45)
Changes in pension and other employee benefit accounts	Changes in pension and other employee benefit accounts	29		32		81		64		Changes in pension and other employee benefit accounts	16		30		97		94
Changes in derivative financial instruments	Changes in derivative financial instruments	15		(11)		10		4		Changes in derivative financial instruments	8		(2)		18		2
Total other comprehensive income, net of tax		64		33		88		63
Total other comprehensive income (loss), net of tax										Total other comprehensive income (loss), net of tax	58		(12)		146		51
Comprehensive (loss) income including noncontrolling interest	Comprehensive (loss) income including noncontrolling interest	(525)		101		(892)		185		Comprehensive (loss) income including noncontrolling interest	(176)		(96)		(1,068)		89
Comprehensive income attributable to noncontrolling interest	Comprehensive income attributable to noncontrolling interest	—		—		—		—		Comprehensive income attributable to noncontrolling interest	0		0		0		0
Comprehensive (loss) income attributable to United States Steel Corporation	Comprehensive (loss) income attributable to United States Steel Corporation	$	(525)	$	101	$	(892)	$	185	Comprehensive (loss) income attributable to United States Steel Corporation	$	(176)	$	(96)	$	(1,068)	$	89


(Dollars in millions)	(Dollars in millions)	June 30, 2020		December 31, 2019		(Dollars in millions)	September 30, 2020		December 31, 2019
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents (Note 7)	Cash and cash equivalents (Note 7)	$	2,300	$	749	Cash and cash equivalents (Note 7)	$	1,696	$	749
Receivables, less allowance of $34 and $28	Receivables, less allowance of $34 and $28	879		956		Receivables, less allowance of $34 and $28	996		956
Receivables from related parties (Note 19)	Receivables from related parties (Note 19)	60		221		Receivables from related parties (Note 19)	103		221
Inventories (Note 8)	Inventories (Note 8)	1,634		1,785		Inventories (Note 8)	1,398		1,785
Other current assets	Other current assets	51		102		Other current assets	51		102
Total current assets	Total current assets	4,924		3,813		Total current assets	4,244		3,813
Long-term restricted cash (Note 7)	Long-term restricted cash (Note 7)	128		188		Long-term restricted cash (Note 7)	89		188
Operating lease assets	Operating lease assets	236		230		Operating lease assets	225		230
Property, plant and equipment	Property, plant and equipment	17,269		17,077		Property, plant and equipment	17,477		17,077
Less accumulated depreciation and depletion	Less accumulated depreciation and depletion	11,859		11,630		Less accumulated depreciation and depletion	12,047		11,630
Total property, plant and equipment, net	Total property, plant and equipment, net	5,410		5,447		Total property, plant and equipment, net	5,430		5,447
Investments and long-term receivables, less allowance of $8 and $5	Investments and long-term receivables, less allowance of $8 and $5	1,376		1,466		Investments and long-term receivables, less allowance of $8 and $5	1,286		1,466
Intangibles – net (Note 9)	Intangibles – net (Note 9)	132		150		Intangibles – net (Note 9)	131		150
Deferred income tax benefits (Note 12)	Deferred income tax benefits (Note 12)	19		19		Deferred income tax benefits (Note 12)	21		19
Other noncurrent assets	Other noncurrent assets	326		295		Other noncurrent assets	305		295
Total assets	Total assets	$	12,551	$	11,608	Total assets	$	11,731	$	11,608
Liabilities	Liabilities					Liabilities
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and other accrued liabilities	Accounts payable and other accrued liabilities	$	1,385	$	1,970	Accounts payable and other accrued liabilities	$	1,533	$	1,970
Accounts payable to related parties (Note 19)	Accounts payable to related parties (Note 19)	74		84		Accounts payable to related parties (Note 19)	113		84
Payroll and benefits payable	Payroll and benefits payable	354		336		Payroll and benefits payable	312		336
Accrued taxes	Accrued taxes	116		116		Accrued taxes	109		116
Accrued interest	Accrued interest	60		45		Accrued interest	74		45
Current operating lease liabilities	Current operating lease liabilities	58		60		Current operating lease liabilities	60		60
Current portion of long-term debt (Note 15)		94		14
Short-term debt and current maturities of long-term debt (Note 15)						Short-term debt and current maturities of long-term debt (Note 15)	262		14
Total current liabilities	Total current liabilities	2,141		2,625		Total current liabilities	2,463		2,625
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	185		177		Noncurrent operating lease liabilities	174		177
Long-term debt, less unamortized discount and debt issuance costs (Note 15)	Long-term debt, less unamortized discount and debt issuance costs (Note 15)	5,505		3,627		Long-term debt, less unamortized discount and debt issuance costs (Note 15)	4,628		3,627
Employee benefits	Employee benefits	563		532		Employee benefits	543		532
Deferred income tax liabilities (Note 12)	Deferred income tax liabilities (Note 12)	6		4		Deferred income tax liabilities (Note 12)	6		4
Deferred credits and other noncurrent liabilities	Deferred credits and other noncurrent liabilities	497		550		Deferred credits and other noncurrent liabilities	413		550
Total liabilities	Total liabilities	8,897		7,515		Total liabilities	8,227		7,515
Contingencies and commitments (Note 21)	Contingencies and commitments (Note 21)					Contingencies and commitments (Note 21)
Stockholders’ Equity (Note 17):	Stockholders’ Equity (Note 17):					Stockholders’ Equity (Note 17):
Common stock (229,052,239 and 178,555,206 shares issued) (Note 13)		229		179
Treasury stock, at cost (8,661,462 shares and 8,509,337 shares)		(175)		(173)
Common stock (229,075,215 and 178,555,206 shares issued) (Note 13)						Common stock (229,075,215 and 178,555,206 shares issued) (Note 13)	229		179
Treasury stock, at cost (8,670,999 shares and 8,509,337 shares)						Treasury stock, at cost (8,670,999 shares and 8,509,337 shares)	(175)		(173)
Additional paid-in capital	Additional paid-in capital	4,391		4,020		Additional paid-in capital	4,398		4,020
(Accumulated deficit) retained earnings	(Accumulated deficit) retained earnings	(438)		544		(Accumulated deficit) retained earnings	(671)		544
Accumulated other comprehensive loss (Note 18)	Accumulated other comprehensive loss (Note 18)	(390)		(478)		Accumulated other comprehensive loss (Note 18)	(332)		(478)
Total United States Steel Corporation stockholders’ equity	Total United States Steel Corporation stockholders’ equity	3,617		4,092		Total United States Steel Corporation stockholders’ equity	3,449		4,092
Noncontrolling interests	Noncontrolling interests	37		1		Noncontrolling interests	55		1
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	12,551	$	11,608	Total liabilities and stockholders’ equity	$	11,731	$	11,608


		Six Months Ended June 30,							Nine Months Ended September 30,
(Dollars in millions)	(Dollars in millions)	2020		2019		(Dollars in millions)	2020		2019
Increase (decrease) in cash, cash equivalents and restricted cash	Increase (decrease) in cash, cash equivalents and restricted cash					Increase (decrease) in cash, cash equivalents and restricted cash
Operating activities:	Operating activities:					Operating activities:
Net (loss) earnings	Net (loss) earnings	$	(980)	$	122	Net (loss) earnings	$	(1,214)	$	38
Adjustments to reconcile to net cash provided by operating activities:	Adjustments to reconcile to net cash provided by operating activities:					Adjustments to reconcile to net cash provided by operating activities:
Depreciation, depletion and amortization	Depreciation, depletion and amortization	319		293		Depreciation, depletion and amortization	481		454
Tubular asset impairment charges (Notes 1 and 9)		263		—
Asset impairment charges (Note 1)						Asset impairment charges (Note 1)	263		0
Gain on equity investee transactions	Gain on equity investee transactions	(31)		—		Gain on equity investee transactions	(31)		0
Restructuring and other charges (Note 20)	Restructuring and other charges (Note 20)	130		—		Restructuring and other charges (Note 20)	130		54
Pensions and other postretirement benefits	Pensions and other postretirement benefits	(10)		55		Pensions and other postretirement benefits	(18)		76
Deferred income taxes (Note 12)	Deferred income taxes (Note 12)	(12)		(3)		Deferred income taxes (Note 12)	(36)		(38)
Net loss on sale of assets		—		4
Equity investee earnings, net of distributions received		47		(35)
Net (gain) loss on sale of assets						Net (gain) loss on sale of assets	(2)		3
Equity investee loss (earnings), net of distributions received						Equity investee loss (earnings), net of distributions received	78		(64)
Changes in:	Changes in:					Changes in:
Current receivables	Current receivables	134		(28)		Current receivables	(18)		209
Inventories	Inventories	244		(77)		Inventories	495		(4)
Current accounts payable and accrued expenses	Current accounts payable and accrued expenses	(420)		(28)		Current accounts payable and accrued expenses	(267)		(325)
Income taxes receivable/payable	Income taxes receivable/payable	10		39		Income taxes receivable/payable	13		27
All other, net	All other, net	(56)		24		All other, net	(23)		(34)
Net cash (used in) provided by operating activities	Net cash (used in) provided by operating activities	(362)		366		Net cash (used in) provided by operating activities	(149)		396
Investing activities:	Investing activities:					Investing activities:
Capital expenditures	Capital expenditures	(455)		(628)		Capital expenditures	(591)		(978)
Investment in Big River Steel	Investment in Big River Steel	(3)		—		Investment in Big River Steel	(3)		0
Proceeds from sale of assets	Proceeds from sale of assets	1		1		Proceeds from sale of assets	3		4
Proceeds from sale of ownership interests in equity investees	Proceeds from sale of ownership interests in equity investees	8		—		Proceeds from sale of ownership interests in equity investees	8		0
Investments, net	Investments, net	(4)		—		Investments, net	(4)		0
Net cash used in investing activities	Net cash used in investing activities	(453)		(627)		Net cash used in investing activities	(587)		(974)
Financing activities:	Financing activities:					Financing activities:
Issuance of short-term debt, net of financing costs (Note 15)						Issuance of short-term debt, net of financing costs (Note 15)	240		0
Revolving credit facilities - borrowings, net of financing costs (Note 15)	Revolving credit facilities - borrowings, net of financing costs (Note 15)	1,462		—		Revolving credit facilities - borrowings, net of financing costs (Note 15)	1,474		165
Revolving credit facilities - repayments (Note 15)	Revolving credit facilities - repayments (Note 15)	(644)		—		Revolving credit facilities - repayments (Note 15)	(1,633)		0
Issuance of long-term debt, net of financing costs (Note 15)	Issuance of long-term debt, net of financing costs (Note 15)	1,048		—		Issuance of long-term debt, net of financing costs (Note 15)	1,043		0
Repayment of long-term debt (Note 15)	Repayment of long-term debt (Note 15)	(6)		(1)		Repayment of long-term debt (Note 15)	(8)		(4)
Net proceeds from public offering of common stock (Note 23)	Net proceeds from public offering of common stock (Note 23)	410		—		Net proceeds from public offering of common stock (Note 23)	410		0
Proceeds from Stelco Option Agreement		40		—
Proceeds from Stelco Option Agreement, net of financing costs						Proceeds from Stelco Option Agreement, net of financing costs	55		0
Common stock repurchased (Note 23)	Common stock repurchased (Note 23)	—		(70)		Common stock repurchased (Note 23)	0		(88)
Dividends paid	Dividends paid	(3)		(18)		Dividends paid	(6)		(26)
Taxes paid for equity compensation plans (Note 11)	Taxes paid for equity compensation plans (Note 11)	(1)		(7)		Taxes paid for equity compensation plans (Note 11)	(1)		(7)
Net cash provided by (used in) financing activities		2,306		(96)
Net cash provided by financing activities						Net cash provided by financing activities	1,574		40
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(1)		(1)		Effect of exchange rate changes on cash	10		(6)
Net increase (decrease) in cash, cash equivalents and restricted cash	Net increase (decrease) in cash, cash equivalents and restricted cash	1,490		(358)		Net increase (decrease) in cash, cash equivalents and restricted cash	848		(544)
Cash, cash equivalents and restricted cash at beginning of year (Note 7)	Cash, cash equivalents and restricted cash at beginning of year (Note 7)	939		1,040		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)	Cash, cash equivalents and restricted cash at end of period (Note 7)	$	2,429	$	682	Cash, cash equivalents and restricted cash at end of period (Note 7)	$	1,787	$	496


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


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


Supplemental Cash Flow Information:
Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Change in accrued capital expenditures	Change in accrued capital expenditures	$	(98)	$	(6)	Change in accrued capital expenditures	$	(109)	$	(72)
U. S. Steel common stock issued for employee/non-employee director stock plans	U. S. Steel common stock issued for employee/non-employee director stock plans	18		25		U. S. Steel common stock issued for employee/non-employee director stock plans	18		25
Capital expenditures funded by finance lease borrowings	Capital expenditures funded by finance lease borrowings	30		35		Capital expenditures funded by finance lease borrowings	30		37
Export Credit Agreement (ECA) financing	Export Credit Agreement (ECA) financing	34		—		Export Credit Agreement (ECA) financing	34		0


(in millions)	(in millions)	U.S.		USSE		Total Allowance		(in millions)	U.S.		USSE		Total Allowance
Balance at December 31, 2019	Balance at December 31, 2019	$	12	$	16	$	28	Balance at December 31, 2019	$	12	$	16	$	28
Additional reserve	Additional reserve	6		—		6		Additional reserve	5		1		6
Balance at June 30, 2020		$	18	$	16	$	34
Balance at September 30, 2020								Balance at September 30, 2020	$	17	$	17	$	34


(In millions) Three Months Ended June 30, 2020		Customer Sales		Intersegment Sales		Net Sales		Earnings (loss) from investees		Earnings (loss) before interest and income taxes
(In millions) Three Months Ended September 30, 2020												(In millions) Three Months Ended September 30, 2020	Customer Sales		Intersegment Sales		Net Sales		(Loss) Earnings from investees		Earnings (loss) before interest and income taxes
Flat-Rolled	Flat-Rolled	$	1,497	$	42	$	1,539	$	(16)	$	(329)	Flat-Rolled	$	1,728	$	71	$	1,799	$	(3)	$	(159)
USSE	USSE	403		1		404		—		(26)		USSE	495		1		496		0		13
Tubular	Tubular	182		3		185		2		(47)		Tubular	96		0		96		0		(52)
Total reportable segments	Total reportable segments	2,082		46		2,128		(14)		(402)		Total reportable segments	2,319		72		2,391		(3)		(198)
Other Businesses	Other Businesses	9		19		28		(25)		(21)		Other Businesses	21		23		44		(28)		(13)
Reconciling Items and Eliminations	Reconciling Items and Eliminations	—		(65)		(65)		—		(109)		Reconciling Items and Eliminations	0		(95)		(95)		0		0
Total	Total	$	2,091	$	—	$	2,091	$	(39)	$	(532)	Total	$	2,340	$	0	$	2,340	$	(31)	$	(211)

Three Months Ended June 30, 2019
Three Months Ended September 30, 2019												Three Months Ended September 30, 2019
Flat-Rolled	Flat-Rolled	$	2,539	$	95	$	2,634	$	26	$	134	Flat-Rolled	$	2,277	$	86	$	2,363	$	30	$	46
USSE	USSE	678		3		681		—		(10)		USSE	518		3		521		0		(46)
Tubular	Tubular	316		1		317		2		(6)		Tubular	262		1		263		1		(25)
Total reportable segments	Total reportable segments	3,533		99		3,632		28		118		Total reportable segments	3,057		90		3,147		31		(25)
Other Businesses	Other Businesses	12		30		42		—		10		Other Businesses	12		28		40		0		8
Reconciling Items and Eliminations	Reconciling Items and Eliminations	—		(129)		(129)		—		(13)		Reconciling Items and Eliminations	0		(118)		(118)		0		(63)
Total	Total	$	3,545	$	—	$	3,545	$	28	$	115	Total	$	3,069	$	0	$	3,069	$	31	$	(80)


(In millions) Six Months Ended June 30, 2020		Customer Sales		Intersegment Sales		Net Sales		Earnings (loss) from investees		Earnings (loss) before interest and income taxes
(In millions) Nine Months Ended September 30, 2020												(In millions) Nine Months Ended September 30, 2020	Customer Sales		Intersegment Sales		Net Sales		(Loss) Earnings from investees		Earnings (loss) before interest and income taxes
Flat-Rolled	Flat-Rolled	$	3,471	$	104	$	3,575	$	(12)	$	(364)	Flat-Rolled	$	5,199	$	175	$	5,374	$	(15)	$	(523)
USSE	USSE	908		2		910		—		(40)		USSE	1,403		3		1,406		0		(27)
Tubular	Tubular	437		6		443		3		(95)		Tubular	533		6		539		3		(147)
Total reportable segments	Total reportable segments	4,816		112		4,928		(9)		(499)		Total reportable segments	7,135		184		7,319		(12)		(697)
Other Businesses	Other Businesses	23		47		70		(38)		(20)		Other Businesses	44		70		114		(66)		(33)
Reconciling Items and Eliminations	Reconciling Items and Eliminations	—		(159)		(159)		—		(388)		Reconciling Items and Eliminations	0		(254)		(254)		0		(388)
Total	Total	$	4,839	$	—	$	4,839	$	(47)	$	(907)	Total	$	7,179	$	0	$	7,179	$	(78)	$	(1,118)

Six Months Ended June 30, 2019
Nine Months Ended September 30, 2019												Nine Months Ended September 30, 2019
Flat-Rolled	Flat-Rolled	$	4,944	$	164	$	5,108	$	33	$	229	Flat-Rolled	$	7,221	$	250	$	7,471	$	63	$	275
USSE	USSE	1,415		6		1,421		—		19		USSE	1,933		9		1,942		0		(27)
Tubular	Tubular	659		3		662		4		4		Tubular	921		4		925		5		(21)
Total reportable segments	Total reportable segments	7,018		173		7,191		37		252		Total reportable segments	10,075		263		10,338		68		227
Other Businesses	Other Businesses	26		60		86		—		18		Other Businesses	38		88		126		0		26
Reconciling Items and Eliminations	Reconciling Items and Eliminations	—		(233)		(233)		—		(44)		Reconciling Items and Eliminations	0		(351)		(351)		0		(107)
Total	Total	$	7,044	$	—	$	7,044	$	37	$	226	Total	$	10,113	$	0	$	10,113	$	68	$	146


Three Months Ended June 30, 2020		Flat-Rolled		USSE		Tubular		Other Businesses		Total
Three Months Ended September 30, 2020												Three Months Ended September 30, 2020	Flat-Rolled		USSE		Tubular		Other Businesses		Total
Semi-finished	Semi-finished	$	31	$	1	$	—	$	��	$	32	Semi-finished	$	5	$	0	$	0	$	0	$	5
Hot-rolled sheets	Hot-rolled sheets	239		146		—		—		385		Hot-rolled sheets	239		193		0		0		432
Cold-rolled sheets	Cold-rolled sheets	342		26		—		—		368		Cold-rolled sheets	555		43		0		0		598
Coated sheets	Coated sheets	713		202		—		—		915		Coated sheets	778		233		0		0		1,011
Tubular products	Tubular products	—		11		178		—		189		Tubular products	0		11		91		0		102
All Other^(a)	All Other^(a)	172		17		4		9		202		All Other (a)	151		15		5		21		192
Total	Total	$	1,497	$	403	$	182	$	9	$	2,091	Total	$	1,728	$	495	$	96	$	21	$	2,340


Nine Months Ended September 30, 2020	Flat-Rolled		USSE		Tubular		Other Businesses		Total
Semi-finished	$	63	$	2	$	0	$	0	$	65
Hot-rolled sheets	980		544		0		0		1,524
Cold-rolled sheets	1,495		114		0		—		1,609
Coated sheets	2,202		664		0		0		2,866
Tubular products	0		31		520		0		551
All Other (a)	459		48		13		44		564
Total	$	5,199	$	1,403	$	533	$	44	$	7,179


Six Months Ended June 30, 2020		Flat-Rolled		USSE		Tubular		Other Businesses		Total
Nine Months Ended September 30, 2019												Nine Months Ended September 30, 2019	Flat-Rolled		USSE		Tubular		Other Businesses		Total
Semi-finished	Semi-finished	$	58	$	2	$	—	$	—	$	60	Semi-finished	$	278	$	11	$	0	$	0	$	289
Hot-rolled sheets	Hot-rolled sheets	741		351		—		—		1,092		Hot-rolled sheets	1,982		818		0		0		2,800
Cold-rolled sheets	Cold-rolled sheets	940		71		—		—		1,011		Cold-rolled sheets	1,931		229		0		0		2,160
Coated sheets	Coated sheets	1,424		431		—		—		1,855		Coated sheets	2,309		779		0		0		3,088
Tubular products	Tubular products	—		20		429		—		449		Tubular products	0		31		903		0		934
All Other^(a)	All Other^(a)	308		33		8		23		372		All Other (a)	721		65		18		38		842
Total	Total	$	3,471	$	908	$	437	$	23	$	4,839	Total	$	7,221	$	1,933	$	921	$	38	$	10,113


			As of June 30, 2020																As of December 31, 2019															As of September 30, 2020	As of December 31, 2019
(In millions)	(In millions)	Useful Lives	Gross Carrying Amount		Accumulated Impairment ^(a)		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount		(In millions)	Useful Lives		Gross Carrying Amount		Accumulated Impairment (a)		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount
Customer relationships	Customer relationships	22 Years	$	132	$	55	$	77	$	—	$	132	$	76	$	56	Customer relationships	22 Years		$	132	$	55	$	77	$	0	$	132	$	76	$	56
Patents	Patents	10-15 Years	22		7		10		5		22		8		14		Patents	10-15 Years		22		7		10		5		22		8		14
Energy Contract	Energy Contract	10 Years	54		—		2		52		—		—		—		Energy Contract	10 Years		54		0		3		51		0		0		0
Other	Other	4-20 Years	14		5		9		—		14		9		5		Other	4-20 Years		14		5		9		0		14		9		5
Total amortizable intangible assets	Total amortizable intangible assets		$	222	$	67	$	98	$	57	$	168	$	93	$	75	Total amortizable intangible assets			$	222	$	67	$	99	$	56	$	168	$	93	$	75


		2020				2019						2020				2019
Grant Details	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	Restricted Stock Units	2,640,690	$	8.82	1,002,400	$	23.78	Restricted Stock Units	2,640,690	$	8.82		1,005,500	$	23.76
Performance Awards ^(c)	Performance Awards ^(c)							Performance Awards (c)
TSR	TSR	671,390	$	8.19	210,520	$	29.22	TSR	671,390	$	8.19		210,520	$	29.22
ROCE ^(d)	ROCE ^(d)	—	$	—	526,140	$	23.92	ROCE (d)	0	$	0		527,470	$	23.90


Hedge Contracts	Hedge Contracts	Classification	June 30, 2020		June 30, 2019		Hedge Contracts	Classification	September 30, 2020		September 30, 2019
Natural gas (in mmbtus)	Natural gas (in mmbtus)	Commodity purchase swaps	44,462,000		64,354,000		Natural gas (in mmbtus)	Commodity purchase swaps	34,222,000		56,873,000
Tin (in metric tons)	Tin (in metric tons)	Commodity purchase swaps	1,221		990		Tin (in metric tons)	Commodity purchase swaps	787		530
Zinc (in metric tons)	Zinc (in metric tons)	Commodity purchase swaps	12,564		13,942		Zinc (in metric tons)	Commodity purchase swaps	8,148		14,561
Electricity (in megawatt hours)	Electricity (in megawatt hours)	Commodity purchase swaps	936,000		—		Electricity (in megawatt hours)	Commodity purchase swaps	847,680		0
Foreign currency (in millions of euros)	Foreign currency (in millions of euros)	Foreign exchange forwards	€	239	€	301	Foreign currency (in millions of euros)	Foreign exchange forwards	€	240	€	316
Foreign currency (in millions of CAD)	Foreign currency (in millions of CAD)	Foreign exchange forwards	$	15	$	40	Foreign currency (in millions of CAD)	Foreign exchange forwards	$	8	$	33


Year	Redemption Price
2022	106	%
2023	103	%
2024 and thereafter	100	%


		Pension Benefits						Other Benefits							Pension Benefits				Other Benefits
(In millions)	(In millions)	2020		2019		2020		2019		(In millions)	2020		2019		2020		2019
Service cost	Service cost	$	13	$	11	$	3	$	3	Service cost	$	13	$	11	$	3	$	4
Interest cost	Interest cost	48		59		16		23		Interest cost	49		59		16		22
Expected return on plan assets	Expected return on plan assets	(84)		(81)		(20)		(20)		Expected return on plan assets	(84)		(81)		(20)		(19)
Amortization of prior service cost	Amortization of prior service cost	1		1		(2)		7		Amortization of prior service cost	0		0		(1)		8
Amortization of actuarial net loss		36		33		(4)		1
Amortization of actuarial net loss (gain)										Amortization of actuarial net loss (gain)	36		33		(4)		0
Net periodic benefit cost, excluding below	Net periodic benefit cost, excluding below	14		23		(7)		14		Net periodic benefit cost, excluding below	14		22		(6)		15
Multiemployer plans	Multiemployer plans	18		19		—		—		Multiemployer plans	19		20		0		0
Settlement, termination and curtailment losses ^(a)	Settlement, termination and curtailment losses ^(a)	$	2	$	—	$	—	$	—	Settlement, termination and curtailment losses (a)	2		3		0		0
Net periodic benefit cost	Net periodic benefit cost	$	34	$	42	$	(7)	$	14	Net periodic benefit cost	$	35	$	45	$	(6)	$	15
(a) During the three months ended June 30, 2020 the pension plan incurred special termination charges of approximately $2 million due to workforce restructuring.
(a) During the three months ended September 30, 2020 and 2019, the pension plan incurred settlement charges of approximately $2 million and $3 million, respectively, due to lump sum payments for certain individuals.										(a) During the three months ended September 30, 2020 and 2019, the pension plan incurred settlement charges of approximately $2 million and $3 million, respectively, due to lump sum payments for certain individuals.


(In millions) Designated as Hedging Instruments	Balance Sheet Location	June 30, 2020		December 31, 2019
Commodity purchase swaps	Accounts receivable	$	5	$	1
Commodity purchase swaps	Accounts payable	14		17
Commodity purchase swaps	Investments and long-term receivables	—		1
Commodity purchase swaps	Other long-term liabilities	2		7
Foreign exchange forwards	Accounts receivable	2		—
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	—		4


		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)	(In millions)	Three Months Ended June 30, 2020		Three Months Ended June 30, 2019		Location of Reclassification from AOCI ^(a)	Three Months Ended June 30, 2020		Three Months Ended June 30, 2019		(In millions)	Three Months Ended September 30, 2020	Three Months Ended September 30, 2019	Location of Reclassification from AOCI (a)	Three Months Ended September 30, 2020	Three Months Ended September 30, 2019
Sales swaps ^(b)		$	—	$	—	Net sales	$	—	$	—

Commodity purchase swaps	Commodity purchase swaps	19		(15)		Cost of sales ^(c)	(12)		(6)		Commodity purchase swaps	19	(6)	Cost of sales (c)	(6)	(4)
Foreign exchange forwards(b)	Foreign exchange forwards(b)	(4)		1		Cost of sales	—		—		Foreign exchange forwards(b)	(9)	3	Cost of sales	(3)	0


		Amount of Gain (Loss) Recognized in Income
(In millions)	Statement of Operations Location	Six Months Ended June 30, 2020		Six Months Ended June 30, 2019
Commodity purchase swaps ^(a)	Cost of sales	$	(2)	$	—
Foreign exchange forwards	Other financial costs	3		7


(In millions)	(In millions)	Interest Rates %	Maturity	June 30, 2020		December 31, 2019		(In millions)	Interest Rates %	Maturity	September 30, 2020		December 31, 2019
2037 Senior Notes	2037 Senior Notes	6.650	2037	$	350	$	350	2037 Senior Notes	6.650	2037	$	350	$	350
2026 Senior Notes	2026 Senior Notes	6.250	2026	650		650		2026 Senior Notes	6.250	2026	650		650
2026 Senior Convertible Notes	2026 Senior Convertible Notes	5.000	2026	350		350		2026 Senior Convertible Notes	5.000	2026	350		350
2025 Senior Notes	2025 Senior Notes	6.875	2025	750		750		2025 Senior Notes	6.875	2025	750		750
2025 Senior Secured Notes	2025 Senior Secured Notes	12.000	2025	1,056		—		2025 Senior Secured Notes	12.000	2025	1,056		0
Export-Import Credit Agreement								Export-Import Credit Agreement	Variable	2021	250		0
Environmental Revenue Bonds	Environmental Revenue Bonds	4.875 - 6.750	2024 - 2049	620		620		Environmental Revenue Bonds	4.875 - 6.750	2024 - 2049	620		620
Fairfield Caster Lease	Fairfield Caster Lease		2022	16		18		Fairfield Caster Lease		2022	17		18
Other finance leases and all other obligations	Other finance leases and all other obligations		2020 - 2029	73		48		Other finance leases and all other obligations		2020 - 2029	69		48
ECA Credit Agreement	ECA Credit Agreement	Variable	2031	104		—		ECA Credit Agreement	Variable	2031	104		0
Amended Credit Facility, $2.0 billion		Variable	2024	1,400		600
Credit Facility Agreement, $2.0 billion								Credit Facility Agreement, $2.0 billion	Variable	2024	500		600
UPI Amended Credit Facility	UPI Amended Credit Facility	Variable	2020	77		—		UPI Amended Credit Facility	Variable	2020	0		0
USSK Credit Agreement	USSK Credit Agreement	Variable	2023	392		393		USSK Credit Agreement	Variable	2023	410		393
USSK Credit Facilities	USSK Credit Facilities	Variable	2021	—		—		USSK Credit Facilities	Variable	2021	0		0
Total Debt	Total Debt			5,838		3,779		Total Debt			5,126		3,779
Less unamortized discount and debt issuance costs	Less unamortized discount and debt issuance costs			239		138		Less unamortized discount and debt issuance costs			236		138
Less short-term debt and long-term debt due within one year	Less short-term debt and long-term debt due within one year			94		14		Less short-term debt and long-term debt due within one year			262		14
Long-term debt	Long-term debt			$	5,505	$	3,627	Long-term debt			$	4,628	$	3,627


Six Months Ended June 30, 2020 (In millions)	Total		Retained Earnings (Accumulated Deficit)		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
Comprehensive income (loss):
Net loss	(589)		(589)		—		—		—		—		—
Other comprehensive income (loss), net of tax:
Pension and other benefit adjustments	29		—		29		—		—		—		—
Currency translation adjustment	20		—		20		—		—		—		—
Derivative financial instruments	15		—		15		—		—		—		—
Employee stock plans	8		—		—		—		—		8		—
Common Stock Issued	410		—		—		50		—		360		—
Dividends paid on common stock	(1)		—		—		—		—		(1)		—
Stelco Option Agreement	37		—		—		—		—		—		37
Other	(1)		—		—		—		—		—		(1)
Balance at June 30, 2020	$	3,654	$	(438)	$	(390)	$	229	$	(175)	$	4,391	$	37


Nine Months Ended September 30, 2020 (In millions)	Total		Retained Earnings (Accumulated Deficit)		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		—		—		0		(2)		4		—
Dividends paid on common stock	(2)		(2)		—		—		—		—		—
Balance at March 31, 2020	$	3,726	$	151	$	(454)	$	179	$	(175)	$	4,024	$	1
Comprehensive income (loss):
Net loss	(589)		(589)		—		—		—		—		—
Other comprehensive income (loss), net of tax:
Pension and other benefit adjustments	29		—		29		—		—		—		—
Currency translation adjustment	20		—		20		—		—		—		—
Derivative financial instruments	15		—		15		—		—		—		—
Employee stock plans	8		—		—		0		0		8		—
Common Stock Issued	410		—		—		50		—		360		—
Dividends paid on common stock	(1)		0		—		—		—		(1)		—
Stelco Option Agreement	37		—		—		—		—		—		37
Other	(1)		—		—		—		—		—		(1)
Balance at June 30, 2020	$	3,654	$	(438)	$	(390)	$	229	$	(175)	$	4,391	$	37
Comprehensive income (loss):
Net loss	(234)		(234)		—		—		—		—		—
Other comprehensive income (loss), net of tax:
Pension and other benefit adjustments	16		—		16		—		—		—		—
Currency translation adjustment	34		—		34		—		—		—		—
Derivative financial instruments	8		—		8		—		—		—		—
Employee stock plans	10		—		—		0		0		10		—
Dividends paid on common stock	(3)		0		—		—		—		(3)		—
Stelco Option Agreement	18		—		—		—		—				18
Other	1		1		—		—		—		—		—
Balance at September 30, 2020	$	3,504	$	(671)	$	(332)	$	229	$	(175)	$	4,398	$	55


Six Months Ended June 30, 2019 (In millions)		Total		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Common Stock		Treasury Stock		Paid-in Capital		Non- Controlling Interest
Nine Months Ended September 30, 2019 (In millions)																Nine Months Ended September 30, 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	Balance at beginning of year	$	4,203	$	1,212	$	(1,026)	$	177	$	(78)	$	3,917	$	1	Balance at beginning of year	$	4,203	$	1,212	$	(1,026)	$	177	$	(78)	$	3,917	$	1
Comprehensive income (loss):	Comprehensive income (loss):															Comprehensive income (loss):
Net earnings	Net earnings	54		54		—		—		—		—		—		Net earnings	54		54		—		—		—		—		—
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:															Other comprehensive income (loss), net of tax:
Pension and other benefit adjustments	Pension and other benefit adjustments	32		—		32		—		—		—		—		Pension and other benefit adjustments	32		—		32		—		—		—		—
Currency translation adjustment	Currency translation adjustment	(17)		—		(17)		—		—		—		—		Currency translation adjustment	(17)		—		(17)		—		—		—		—
Derivative financial instruments	Derivative financial instruments	15				15										Derivative financial instruments	15				15
Employee stock plans	Employee stock plans	2		—		—		1		(6)		7		—		Employee stock plans	2		—		—		1		(6)		7		—
Common stock repurchased	Common stock repurchased	(42)		—		—		—		(42)		—		—		Common stock repurchased	(42)		—		—		—		(42)		—		—
Dividends paid on common stock	Dividends paid on common stock	(9)		(9)		—		—		—		—		—		Dividends paid on common stock	(9)		(9)		—		—		—		—		—
Cumulative effect upon adoption of lease accounting standard	Cumulative effect upon adoption of lease accounting standard	(2)		(2)		—		—		—		—		—		Cumulative effect upon adoption of lease accounting standard	(2)		(2)		—		—		—		—		—
Balance at March 31, 2019	Balance at March 31, 2019	4,236		1,255		(996)		178		(126)		3,924		1		Balance at March 31, 2019	$	4,236	$	1,255	$	(996)	$	178	$	(126)	$	3,924	$	1
Comprehensive income (loss):	Comprehensive income (loss):															Comprehensive income (loss):
Net earnings	Net earnings	68		68		—		—		—		—		—		Net earnings	68		68		—		—		—		—		—
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:															Other comprehensive income (loss), net of tax:
Pension and other benefit adjustments	Pension and other benefit adjustments	32		—		32		—		—		—		—		Pension and other benefit adjustments	32		—		32		—		—		—		—
Currency translation adjustment	Currency translation adjustment	12		—		12		—		—		—		—		Currency translation adjustment	12		—		12		—		—		—		—
Derivative financial instruments	Derivative financial instruments	(11)		—		(11)		—		—		—		—		Derivative financial instruments	(11)		—		(11)		—		—		—		—
Employee stock plans	Employee stock plans	12		—		—		1		(1)		12		—		Employee stock plans	12		—		—		1		(1)		12		—
Common stock repurchased	Common stock repurchased	(28)		—		—		—		(28)		—		—		Common stock repurchased	(28)		—		—		—		(28)		—		—
Dividends paid on common stock	Dividends paid on common stock	(9)		(9)		—		—		—		—		—		Dividends paid on common stock	(9)		(9)		—		—		—		—		—
Balance at June 30, 2019	Balance at June 30, 2019	$	4,312	$	1,314	$	(963)	$	179	$	(155)	$	3,936	$	1	Balance at June 30, 2019	$	4,312	$	1,314	$	(963)	$	179	$	(155)	$	3,936	$	1
Comprehensive income (loss):																Comprehensive income (loss):
Net loss																Net loss	(84)		(84)		—		—		—		—		—
Other comprehensive income (loss), net of tax:																Other comprehensive income (loss), net of tax:
Pension and other benefit adjustments																Pension and other benefit adjustments	30		—		30		—		—		—		—
Currency translation adjustment																Currency translation adjustment	(40)		—		(40)		—		—		—		—
Derivative financial instruments																Derivative financial instruments	(2)		—		(2)		—		—		—		—
Employee stock plans																Employee stock plans	11		—		—		0		0		11		—
Common stock repurchased																Common stock repurchased	(18)		—		—		—		(18)		—		—
Dividends paid on common stock																Dividends paid on common stock	(8)		(8)		—		—		—		—		—
Other																Other	(1)		(1)		—		—		—		—		—
Balance at September 30, 2019																Balance at September 30, 2019	$	4,200	$	1,221	$	(975)	$	179	$	(173)	$	3,947	$	1


(In millions)	Pension and Other Benefit Items		Foreign Currency Items		Unrealized Gain (Loss) on Derivatives		Total
Balance at December 31, 2019	$	(843)	$	381	$	(16)	$	(478)
Other comprehensive income (loss) before reclassifications	8		(3)		(8)		(3)
Amounts reclassified from AOCI ^(a)	73		—		18		91
Net current-period other comprehensive income (loss)	81		(3)		10		88
Balance at June 30, 2020	$	(762)	$	378	$	(6)	$	(390)

Balance at December 31, 2018	$	(1,416)	$	403	$	(13)	$	(1,026)
Other comprehensive income (loss) before reclassifications	1		(5)		15		11
Amounts reclassified from AOCI ^(a)	63		—		(11)		52
Net current-period other comprehensive income (loss)	64		(5)		4		63
Balance at June 30, 2019	$	(1,352)	$	398	$	(9)	$	(963)


		Amount reclassified from AOCI ^(a)															Amount reclassified from AOCI (a)
		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
Details about AOCI components (in million)		2020		2019		2020		2019
Details about AOCI components (in millions)										Details about AOCI components (in millions)	2020		2019		2020		2019
Amortization of pension and other benefit items	Amortization of pension and other benefit items									Amortization of pension and other benefit items
Prior service costs ^(a)	Prior service costs ^(a)	$	(1)	$	8	$	(3)	$	15	Prior service costs (a)	$	(1)	$	8	$	(4)	$	23
Actuarial losses ^(a)	Actuarial losses ^(a)	32		34		64		68		Actuarial losses (a)	32		33		96		101
Settlement, termination and curtailment losses (a)										Settlement, termination and curtailment losses (a)	2		3		2		3
UPI Purchase Accounting Adjustment	UPI Purchase Accounting Adjustment	—		—		23		—		UPI Purchase Accounting Adjustment	0		0		23		0
Total pensions and other benefits items	Total pensions and other benefits items	31		42		84		83		Total pensions and other benefits items	33		44		117		127
Derivative reclassifications to Condensed Consolidated Statements of Operations	Derivative reclassifications to Condensed Consolidated Statements of Operations	10		(1)		22		(14)		Derivative reclassifications to Condensed Consolidated Statements of Operations	6		5		28		19
Total before tax	Total before tax	41		41		106		69		Total before tax	39		49		145		146
Tax provision	Tax provision	(7)		(10)		(15)		(17)		Tax provision	(15)		(12)		(30)		(35)
Net of tax	Net of tax	$	34	$	31	$	91	$	52	Net of tax	$	24	$	37	$	115	$	111


(In millions)	(In millions)	Employee Related Costs		Exit Costs		Non-cash Charges		Total		(In millions)	Employee Related Costs		Exit Costs		Non-cash Charges		Total
Balance at December 31, 2019	Balance at December 31, 2019	$	87	$	125	$	—	$	212	Balance at December 31, 2019	$	87	$	125	$	0	$	212
Additional charges	Additional charges	75		51		4		130		Additional charges	75		51		4		130
Cash payments/utilization	Cash payments/utilization	(12)		(21)		(4)		(37)		Cash payments/utilization	(93)		(37)		(4)		(134)
Balance at June 30, 2020		$	150	$	155	$	—	$	305
Balance at September 30, 2020										Balance at September 30, 2020	$	69	$	139	$	0	$	208


(In millions)	~~Six~~Nine Months Ended ~~June~~September 30, 2020
Beginning of period	$	186
Accruals for environmental remediation deemed probable and reasonably estimable	25
Obligations settled	~~(15)~~(29)
End of period	$	~~173~~162


Remainder of 2020	Remainder of 2020	2021	2022	2023	2024	Later Years	Total	Remainder of 2020	2021	2022	2023	2024	Later Years	Total
$306		$699	$622	$386	$160	$851	$3,024
$162								$162	$694	$621	$386	$163	$832	$2,858


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


	Steel Products(a)
	Volume	Price	Mix	FX(b)	Other(c)	Net Change
Flat-Rolled	(17)%	(7)%	5%	—%	(5)%	(24)%
USSE	3%	(12)%	(1)%	6%	—%	(4)%
Tubular	(58)%	(6)%	1%	—%	3%	(60)%


	Steel Products^(a)
	Volume	Price	Mix	FX^(b)	Coke & Other^(c)	Net Change
Flat-Rolled	(32)%	(8)%	3%	—%	(4)%	(41)%
USSE	(39)%	(3)%	3%	(2)%	—%	(41)%
Tubular	(32)%	(9)%	(1)%	—%	—%	(42)%


			Three months ended June 30,									% Change			Six months ended June 30,										% Change						Three months ended September 30,						% Change					Nine months ended September 30,			% Change
		(Dollars in millions)	2020			2019							2020			2019					% Change			(Dollars in millions)			2020				2019		% Change									2019		% Change
Flat-Rolled	Flat-Rolled			$	(329)		$	134		(346)	%		$	(364)		$	229		(259)	%			Flat-Rolled	$	(159)			$	46		(446)	%			$	(523)			$	275		(290)	%
USSE	USSE			(26)			(10)			(160)	%		(40)			19			(311)	%	USSE			13				(46)			128	%			(27)				(27)			—	%
Tubular	Tubular			(47)			(6)			(683)	%		(95)			4			(2,475)	%	Tubular			(52)				(25)			(108)	%			(147)				(21)			(600)	%
		Total earnings from reportable segments	(402)			118	(441)		%			(499)			252	(298)		%		Total (loss) earnings from reportable segments		(198)				(25)		(692)		%			(697)				227		(407)		%
Other Businesses	Other Businesses			(21)			10			(310)	%		(20)			18			(211)	%	Other Businesses			(13)				8			(263)	%			(33)				26			(227)	%
		Segment earnings before interest and income taxes	(423)			128	(430)		%			(519)			270	(292)		%		Segment (loss) earnings before interest and income taxes		(211)				(17)		(1,141)		%			(730)				253		(389)		%
Items not allocated to segments:	Items not allocated to segments:																				Items not allocated to segments:
		Tubular asset impairment charge	—			—						(263)			—					Asset impairment charges		—				—							(263)				—
		Restructuring and other charges	(89)			—						(130)			—					Restructuring and other charges		—				(54)							(130)				(54)
		Gain on previously held investment in UPI	—			—						25			—					Gain on previously held investment in UPI		—				—							25				—
		Tubular inventory impairment charge	(24)			—						(24)			—					Tubular inventory impairment charge		—				—							(24)				—
		December 24, 2018 Clairton coke making facility fire	4			(13)						4			(44)					December 24, 2018 Clairton coke making facility fire		—				(9)							4				(53)
Total earnings before interest and income taxes				$	(532)		$	115		(563)	%		$	(907)		$	226		(501)	%
Total (loss) earnings before interest and income taxes																			Total (loss) earnings before interest and income taxes			$	(211)			$	(80)	(164)		%			$	(1,118)			$	146	(866)		%


	Three Months Ended June 30,			Twelve Months Ended June 30,
	2020	2019	2020	2019
Accounts Receivable Turnover	2.0	2.1	8.3	8.8
Inventory Turnover	1.2	1.5	5.6	6.4


Cash Conversion Cycle	2020		2019
	$ millions	Days	$ millions	Days
Accounts receivable, net (a)	$1,099	40	$1,177	42

+ Inventories (b)	$1,398	61	$1,785	64

- Accounts Payable and Other Accrued Liabilities (c)	$1,630	62	$1,970	69


= Cash Conversion Cycle (d)		39		37


(Dollars in millions)
Cash and cash equivalents	$	~~2,300~~1,696
Amount available under $2.0 Billion Credit Facility Agreement	~~190~~1,006
Amount available under USSK credit facilities	~~155~~162
~~UPI Amended Credit Facility Agreement~~	7
Total estimated liquidity	$	~~2,652~~2,864