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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2021
Or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission file number
1-16811
United States Steel Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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25-1897152 |
(State or other jurisdiction of incorporation) |
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(IRS Employer Identification No.) |
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600 Grant Street, |
Pittsburgh, |
PA |
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15219-2800 |
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(Address of principal executive offices) |
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(Zip Code) |
(412) 433-1121
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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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 |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
x
No
o
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes
x
No
o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company”, and "emerging growth company" in Rule
12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
x
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Accelerated filer |
o
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Non-accelerated filer |
o
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Smaller reporting company |
☐
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. |
o
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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes ☐
No
x
Common stock outstanding at July 26, 2021 – 270,128,597
shares
INDEX
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PART I – FINANCIAL INFORMATION |
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Item 1. |
Financial Statements: |
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Item 2. |
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Item 3. |
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Item 4. |
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PART II – OTHER INFORMATION |
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Item 1. |
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Item 1A. |
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Item 2 |
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Item 3 |
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Item 4. |
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Item 5. |
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Item 6. |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains information that may constitute
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. We intend the
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements in those sections.
Generally, we have identified such forward-looking statements by
using the words “believe,” “expect,” “intend,” “estimate,”
“anticipate,” “project,” “target,” “forecast,” “aim,” “should,”
“will,” "may" and similar expressions or by using future dates in
connection with any discussion of, among other things, operating
performance, trends, events or developments that we expect or
anticipate will occur in the future, statements relating to volume
changes, share of sales and earnings per share changes, anticipated
cost savings, potential capital and operational cash improvements,
anticipated disruptions to our operations and industry due to the
COVID-19 pandemic, changes in global supply and demand conditions
and prices for our products, international trade duties and other
aspects of international trade policy, the integration of Big River
Steel in our existing business, business strategies related to the
combined business and statements expressing general views about
future operating results. However, the absence of these words or
similar expressions does not mean that a statement is not
forward-looking. Forward-looking statements are not historical
facts, but instead represent only the Company’s beliefs regarding
future events, many of which, by their nature, are inherently
uncertain and outside of the Company’s control. It is possible that
the Company’s actual results and financial condition may differ,
possibly materially, from the anticipated results and financial
condition indicated in these forward-looking statements. Management
believes that these forward-looking statements are reasonable as of
the time made. However, caution should be taken not to place undue
reliance on any such forward-looking statements because such
statements speak only as of the date when made. Our Company
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. In addition,
forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from our Company's historical experience and our present
expectations or projections. These risks and uncertainties include,
but are not limited to, the risks and uncertainties described in
this report and in “Item 1A. Risk Factors” in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2020 and
those described from time to time in our future reports filed with
the Securities and Exchange Commission.
References in this Quarterly Report on Form 10-Q to (i)
"U. S. Steel," "the Company," "we," "us," and "our" refer
to United States Steel Corporation and its consolidated
subsidiaries unless otherwise indicated by the context, and (ii)
“Big River Steel” refer to Big River Steel Holdings LLC and its
direct and indirect subsidiaries unless otherwise indicated by the
context.
UNITED STATES STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
(Dollars in millions, except per share amounts) |
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2021 |
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2020 |
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2021 |
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2020 |
Net sales: |
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Net sales |
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$ |
4,684 |
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$ |
2,000 |
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$ |
8,053 |
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$ |
4,397 |
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Net sales to related parties (Note 19) |
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341 |
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|
91 |
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|
636 |
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|
442 |
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Total (Note 6) |
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5,025 |
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2,091 |
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8,689 |
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4,839 |
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Operating expenses (income): |
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Cost of sales |
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3,678 |
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2,274 |
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6,752 |
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4,879 |
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Selling, general and administrative expenses |
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106 |
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62 |
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208 |
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134 |
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Depreciation, depletion and amortization |
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202 |
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159 |
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391 |
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319 |
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(Earnings) loss from investees |
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(35) |
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39 |
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(49) |
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47 |
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Asset impairment charges (Note 1) |
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28 |
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— |
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28 |
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263 |
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Gain on equity investee transactions (Note 5) |
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— |
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— |
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(111) |
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(31) |
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Restructuring and other charges (Note 20) |
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31 |
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89 |
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37 |
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130 |
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Net gain on sale of assets |
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(15) |
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— |
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(15) |
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— |
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Other (gains) losses, net |
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(4) |
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— |
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(11) |
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5 |
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Total |
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3,991 |
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2,623 |
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7,230 |
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5,746 |
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Earnings (loss) before interest and income taxes |
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1,034 |
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(532) |
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1,459 |
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(907) |
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Interest expense |
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84 |
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64 |
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176 |
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114 |
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Interest income |
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(1) |
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(1) |
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(2) |
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(5) |
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Loss on debt extinguishment |
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1 |
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— |
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256 |
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— |
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Other financial costs |
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4 |
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7 |
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22 |
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4 |
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Net periodic benefit income |
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(29) |
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(8) |
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(60) |
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(16) |
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Net interest and other financial
costs |
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59 |
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62 |
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392 |
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97 |
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Earnings (loss) before income taxes |
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975 |
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(594) |
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1,067 |
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(1,004) |
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Income tax benefit (Note 12) |
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(37) |
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(5) |
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(36) |
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(24) |
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Net earnings (loss) |
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1,012 |
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(589) |
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1,103 |
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(980) |
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Less: Net earnings attributable to noncontrolling
interests |
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— |
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— |
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— |
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— |
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Net earnings (loss) attributable to United States Steel
Corporation |
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$ |
1,012 |
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$ |
(589) |
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$ |
1,103 |
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$ |
(980) |
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Earnings (loss) per common share (Note 13):
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Earnings (loss) per share attributable to United States Steel
Corporation stockholders: |
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-Basic |
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$ |
3.75 |
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$ |
(3.36) |
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$ |
4.25 |
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$ |
(5.67) |
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-Diluted |
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$ |
3.53 |
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$ |
(3.36) |
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$ |
4.02 |
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$ |
(5.67) |
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
UNITED STATES STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(LOSS)
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
(Dollars in millions) |
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2021 |
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2020 |
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2021 |
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2020 |
Net earnings (loss) |
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$ |
1,012 |
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$ |
(589) |
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$ |
1,103 |
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$ |
(980) |
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Other comprehensive income (loss), net of tax: |
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Changes in foreign currency translation adjustments |
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23 |
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20 |
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(24) |
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(3) |
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Changes in pension and other employee benefit accounts |
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205 |
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29 |
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229 |
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81 |
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Changes in derivative financial instruments |
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(31) |
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15 |
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(51) |
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10 |
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Total other comprehensive income, net of tax |
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197 |
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64 |
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154 |
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|
88 |
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Comprehensive income (loss) including noncontrolling
interest |
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1,209 |
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(525) |
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1,257 |
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(892) |
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Comprehensive income attributable to noncontrolling
interest |
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— |
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— |
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— |
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— |
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Comprehensive income (loss) attributable to United States Steel
Corporation |
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$ |
1,209 |
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$ |
(525) |
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$ |
1,257 |
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$ |
(892) |
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
UNITED STATES STEEL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
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(Dollars in millions) |
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June 30, 2021 |
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December 31, 2020 |
Assets |
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Current assets: |
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Cash and cash equivalents (Note 7) |
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$ |
1,329 |
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$ |
1,985 |
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Receivables, less allowance of $43 and $34
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1,903 |
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914 |
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Receivables from related parties (Note 19) |
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107 |
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80 |
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Inventories (Note 8) |
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1,914 |
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1,402 |
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Assets held for sale |
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154 |
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— |
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Other current assets |
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231 |
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|
51 |
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Total current assets |
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5,638 |
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4,432 |
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Long-term restricted cash (Note 7) |
|
95 |
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130 |
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Operating lease assets |
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192 |
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214 |
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Property, plant and equipment |
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19,757 |
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17,704 |
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Less accumulated depreciation and depletion |
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12,382 |
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12,260 |
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Total property, plant and equipment, net |
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7,375 |
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|
5,444 |
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Investments and long-term receivables, less allowance of $4 and
$5
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|
572 |
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|
1,177 |
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Intangibles, net (Note 9) |
|
533 |
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|
129 |
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Deferred income tax benefits (Note 12) |
|
44 |
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|
22 |
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Goodwill (Note 9) |
|
909 |
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|
4 |
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Other noncurrent assets |
|
726 |
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|
507 |
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Total assets |
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$ |
16,084 |
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$ |
12,059 |
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Liabilities |
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Current liabilities: |
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Accounts payable and other accrued liabilities |
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$ |
2,675 |
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$ |
1,779 |
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Accounts payable to related parties (Note 19) |
|
144 |
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|
105 |
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Payroll and benefits payable |
|
425 |
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|
308 |
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Accrued taxes |
|
208 |
|
|
154 |
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Accrued interest |
|
100 |
|
|
59 |
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Current operating lease liabilities |
|
56 |
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|
59 |
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Short-term debt and current maturities of long-term debt (Note
15) |
|
763 |
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|
192 |
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Liabilities held for sale |
|
80 |
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— |
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Total current liabilities |
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4,451 |
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|
2,656 |
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Noncurrent operating lease liabilities |
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145 |
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|
163 |
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Long-term debt, less unamortized discount and debt issuance costs
(Note 15) |
|
4,803 |
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|
4,695 |
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Employee benefits |
|
208 |
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|
322 |
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Deferred income tax liabilities (Note 12) |
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46 |
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|
11 |
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Deferred credits and other noncurrent liabilities |
|
488 |
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|
333 |
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Total liabilities |
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10,141 |
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|
8,180 |
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Contingencies and commitments (Note 21) |
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Stockholders’ Equity (Note 17): |
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Common stock (279,242,676 and 229,105,589 shares issued) (Note
13)
|
|
279 |
|
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229 |
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Treasury stock, at cost (9,118,582 shares and 8,673,131
shares)
|
|
(183) |
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|
(175) |
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Additional paid-in capital |
|
5,168 |
|
|
4,402 |
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Retained earnings (accumulated deficit) |
|
480 |
|
|
(623) |
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Accumulated other comprehensive income (loss) (Note 18) |
|
107 |
|
|
(47) |
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Total United States Steel Corporation stockholders’
equity |
|
5,851 |
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|
3,786 |
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Noncontrolling interests |
|
92 |
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|
93 |
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Total liabilities and stockholders’ equity |
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$ |
16,084 |
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$ |
12,059 |
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
UNITED STATES STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
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|
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|
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Six Months Ended June 30, |
(Dollars in millions) |
|
2021 |
|
2020 |
Increase (decrease) in cash, cash equivalents and restricted
cash |
|
|
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Operating activities: |
|
|
|
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Net earnings (loss) |
|
$ |
1,103 |
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|
$ |
(980) |
|
Adjustments to reconcile to net cash provided by operating
activities: |
|
|
|
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Depreciation, depletion and amortization |
|
391 |
|
|
319 |
|
Asset impairment charges (Note 1) |
|
28 |
|
|
263 |
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Gain on equity investee transactions |
|
(111) |
|
|
(31) |
|
Restructuring and other charges (Note 20) |
|
37 |
|
|
130 |
|
Loss on debt extinguishment |
|
256 |
|
|
— |
|
Pensions and other postretirement benefits |
|
(46) |
|
|
(10) |
|
Deferred income taxes (Note 12) |
|
(77) |
|
|
(12) |
|
Net gain on sale of assets |
|
(15) |
|
|
— |
|
Equity investee (earnings) loss, net of distributions
received |
|
(49) |
|
|
47 |
|
Changes in: |
|
|
|
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Current receivables |
|
(875) |
|
|
134 |
|
Inventories |
|
(343) |
|
|
244 |
|
Current accounts payable and accrued expenses |
|
789 |
|
|
(420) |
|
Income taxes receivable/payable |
|
47 |
|
|
10 |
|
All other, net |
|
(32) |
|
|
(56) |
|
Net cash provided by (used in) operating activities |
|
1,103 |
|
|
(362) |
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Investing activities: |
|
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Capital expenditures |
|
(284) |
|
|
(455) |
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Acquisition of Big River Steel, net of cash acquired (Note
5) |
|
(625) |
|
|
— |
|
Investment in Big River Steel |
|
— |
|
|
(3) |
|
Proceeds from sale of assets |
|
25 |
|
|
1 |
|
Proceeds from sale of ownership interests in equity
investees |
|
— |
|
|
8 |
|
Other investing activities |
|
(1) |
|
|
(4) |
|
Net cash used in investing activities |
|
(885) |
|
|
(453) |
|
Financing activities: |
|
|
|
|
Repayment of short-term debt (Note 15) |
|
(180) |
|
|
— |
|
Revolving credit facilities - borrowings, net of financing costs
(Note 15) |
|
50 |
|
|
1,462 |
|
Revolving credit facilities - repayments (Note 15) |
|
(911) |
|
|
(644) |
|
Issuance of long-term debt, net of financing costs (Note
15) |
|
825 |
|
|
1,048 |
|
Repayment of long-term debt (Note 15) |
|
(1,418) |
|
|
(6) |
|
Proceeds from public offering of common stock (Note 22) |
|
790 |
|
|
410 |
|
Proceeds from Stelco Option Agreement |
|
— |
|
|
40 |
|
Other financing activities |
|
(11) |
|
|
(4) |
|
Net cash (used in) provided by financing activities |
|
(855) |
|
|
2,306 |
|
Effect of exchange rate changes on cash |
|
(9) |
|
|
(1) |
|
Net (decrease) increase in cash, cash equivalents and restricted
cash |
|
(646) |
|
|
1,490 |
|
Cash, cash equivalents and restricted cash at beginning of year
(Note 7) |
|
2,118 |
|
|
939 |
|
Cash, cash equivalents and restricted cash at end of period (Note
7) |
|
$ |
1,472 |
|
|
$ |
2,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities: |
|
|
|
|
Change in accrued capital expenditures |
|
$ |
(26) |
|
|
$ |
(98) |
|
U. S. Steel common stock issued for employee/non-employee director
stock plans |
|
27 |
|
|
18 |
|
Capital expenditures funded by finance lease borrowings |
|
10 |
|
|
30 |
|
Export Credit Agreement (ECA) financing |
|
23 |
|
|
34 |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Basis
of Presentation and Significant Accounting Policies
The year-end Consolidated Balance Sheet data was derived from
audited statements but does not include all disclosures required
for complete financial statements by accounting principles
generally accepted in the United States of America (U.S. GAAP). The
other information in these condensed financial statements is
unaudited but, in the opinion of management, reflects all
adjustments necessary for a fair statement of the results for the
periods covered, including assessment of certain accounting matters
using all available information including consideration of
forecasted financial information in context with other information
reasonably available to us. However, our future assessment of our
current expectations, including consideration of the unknown future
impacts of the COVID-19 pandemic, could result in material impacts
to our consolidated financial statements in future reporting
periods. All such adjustments are of a normal recurring nature
unless disclosed otherwise. These condensed financial statements,
including notes, have been prepared in accordance with the
applicable rules of the Securities and Exchange Commission and do
not include all of the information and disclosures required by U.S.
GAAP for complete financial statements. Additional information is
contained in the United States Steel Corporation Annual Report on
Form 10-K for the fiscal year ended December 31, 2020,
which should be read in conjunction with these condensed financial
statements.
Asset Impairment
In May 2019, U. S. Steel announced that it planned to construct a
new endless casting and rolling facility at its Edgar Thomson Plant
in Braddock, Pennsylvania, and a cogeneration facility at its
Clairton Plant in Clairton, Pennsylvania, both part of the
Company's Mon Valley Works. The Company purchased certain equipment
for this project before delaying groundbreaking in March 2020 in
response to COVID-19. In April 2021, the Company determined not to
pursue this project and is re-evaluating uses for the already
purchased equipment. An impairment of $28 million was
recognized for this project during the three-month period ended
June 30, 2021.
There were no triggering events that required an impairment
evaluation of our long-lived asset groups as of June 30,
2021.
2. New
Accounting Standards
In August 2020, the Financial Accounting Standards Board (FASB)
issued Accounting Standards Update 2020-06,
Accounting for Convertible Instruments and Contracts in an Entity’s
Own Equity
(ASU 2020-06). ASU 2020-06 simplifies the accounting for certain
financial instruments with characteristics of liabilities and
equity, including convertible instruments and contracts on an
entity’s own equity. ASU 2020-06 requires entities to provide
expanded disclosures about the terms and features of convertible
instruments and amends certain guidance in ASC 260 on the
computation of EPS for convertible instruments and contracts on an
entity’s own equity. ASU 2020-06 is effective for public companies
for fiscal years beginning after December 15, 2021, and interim
periods within those fiscal years, with early adoption of all
amendments in the same period permitted. The Company is continuing
to assess the impact of adoption of the ASU.
3. Recently
Adopted Accounting Standards
In December 2019, the FASB issued ASU 2019-12,
Income Taxes (Topic 740) - Simplifying the Accounting for Income
Taxes
(ASU 2019-12). ASU 2019-12 simplifies accounting for income taxes
by removing certain exceptions from the general principles in Topic
740 including elimination of the exception to the incremental
approach for intraperiod tax allocation when there is a loss from
continuing operations and income or a gain from other items such as
other comprehensive income. U. S. Steel adopted this
guidance on January 1, 2021. The adoption of this guidance did not
have a material impact on the Company's Condensed Consolidated
Financial Statements.
4. Segment
Information
U. S. Steel has four reportable segments: North American
Flat-Rolled (Flat-Rolled), Mini Mill, U. S. Steel Europe (USSE);
and Tubular Products (Tubular). The Mini Mill segment reflects the
acquisition of Big River Steel after the purchase of the remaining
equity interest on January 15, 2021. See Note 5 for further
details. Prior to the purchase, the equity earnings of Big River
Steel were included in the Other segment. The Tubular Products
segment includes the newly constructed EAF at our Fairfield Tubular
Operations in Fairfield, Alabama. The results of our railroad, real
estate businesses and the previously held equity method investment
in Big River Steel are combined and disclosed in the Other
category.
The results of segment operations for the three months ended June
30, 2021 and 2020 are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) Three Months Ended June 30, 2021
|
Customer
Sales |
Intersegment
Sales |
Net
Sales |
Earnings (loss)
from
investees |
Earnings (loss) before interest and income taxes |
Flat-Rolled |
$ |
2,991 |
|
$ |
63 |
|
$ |
3,054 |
|
$ |
32 |
|
$ |
579 |
|
Mini Mill |
759 |
|
142 |
|
901 |
|
— |
|
284 |
|
USSE |
1,078 |
|
1 |
|
1,079 |
|
— |
|
207 |
|
Tubular |
184 |
|
3 |
|
187 |
|
3 |
|
— |
|
Total reportable segments |
5,012 |
|
209 |
|
5,221 |
|
35 |
|
1,070 |
|
Other |
13 |
|
27 |
|
40 |
|
— |
|
14 |
|
Reconciling Items and Eliminations |
— |
|
(236) |
|
(236) |
|
— |
|
(50) |
|
Total |
$ |
5,025 |
|
$ |
— |
|
$ |
5,025 |
|
$ |
35 |
|
$ |
1,034 |
|
|
|
|
|
|
|
Three Months Ended June 30, 2020 |
|
|
|
|
|
Flat-Rolled |
$ |
1,497 |
|
$ |
42 |
|
$ |
1,539 |
|
$ |
(16) |
|
$ |
(329) |
|
USSE |
403 |
|
1 |
|
404 |
|
— |
|
(26) |
|
Tubular |
182 |
|
3 |
|
185 |
|
2 |
|
(47) |
|
Total reportable segments |
2,082 |
|
46 |
|
2,128 |
|
(14) |
|
(402) |
|
Other |
9 |
|
19 |
|
28 |
|
(25) |
|
(21) |
|
Reconciling Items and Eliminations |
— |
|
(65) |
|
(65) |
|
— |
|
(109) |
|
Total |
$ |
2,091 |
|
$ |
— |
|
$ |
2,091 |
|
$ |
(39) |
|
$ |
(532) |
|
The results of segment operations for the six months ended June 30,
2021 and 2020 are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) Six Months Ended June 30, 2021
|
Customer
Sales |
Intersegment
Sales |
Net
Sales |
Earnings (Loss)
from
investees |
Earnings (loss) before interest and income taxes |
Flat-Rolled |
$ |
5,263 |
|
$ |
106 |
|
$ |
5,369 |
|
$ |
37 |
|
$ |
725 |
|
Mini Mill |
1,209 |
|
204 |
|
1,413 |
|
— |
|
416 |
|
USSE |
1,876 |
|
2 |
|
1,878 |
|
— |
|
312 |
|
Tubular |
318 |
|
7 |
|
325 |
|
6 |
|
(29) |
|
Total reportable segments |
8,666 |
|
319 |
|
8,985 |
|
43 |
|
1,424 |
|
Other |
23 |
|
56 |
|
79 |
|
6 |
|
22 |
|
Reconciling Items and Eliminations |
— |
|
(375) |
|
(375) |
|
— |
|
13 |
|
Total |
$ |
8,689 |
|
$ |
— |
|
$ |
8,689 |
|
$ |
49 |
|
$ |
1,459 |
|
|
|
|
|
|
|
Six Months Ended June 30, 2020 |
|
|
|
|
|
Flat-Rolled |
$ |
3,471 |
|
$ |
104 |
|
$ |
3,575 |
|
$ |
(12) |
|
$ |
(364) |
|
USSE |
908 |
|
2 |
|
910 |
|
— |
|
(40) |
|
Tubular |
437 |
|
6 |
|
443 |
|
3 |
|
(95) |
|
Total reportable segments |
4,816 |
|
112 |
|
4,928 |
|
(9) |
|
(499) |
|
Other |
23 |
|
47 |
|
70 |
|
(38) |
|
(20) |
|
Reconciling Items and Eliminations |
— |
|
(159) |
|
(159) |
|
— |
|
(388) |
|
Total |
$ |
4,839 |
|
$ |
— |
|
$ |
4,839 |
|
$ |
(47) |
|
$ |
(907) |
|
|
|
|
|
|
|
A summary of total assets by segment is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
|
June 30, 2021 |
|
December 31, 2020 |
Flat-Rolled |
|
$ |
7,468 |
|
|
$ |
7,099 |
|
Mini Mill |
|
4,246 |
|
|
— |
|
USSE |
|
5,871 |
|
|
5,502 |
|
Tubular |
|
1,026 |
|
|
887 |
|
Total reportable segments |
|
$ |
18,611 |
|
|
$ |
13,488 |
|
Other |
|
$ |
313 |
|
|
$ |
911 |
|
Corporate, reconciling items, and eliminations(a)
|
|
(2,840) |
|
|
(2,340) |
|
Total assets |
|
$ |
16,084 |
|
|
$ |
12,059 |
|
(a)The
majority of Corporate, reconciling items, and eliminations total
assets is comprised of cash and the elimination of intersegment
amounts.
The following is a schedule of reconciling items to consolidated
earnings before interest and income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
(In millions) |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Items not allocated to segments: |
|
|
|
|
|
|
|
|
Gain on previously held investment in Big River Steel |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
111 |
|
|
$ |
— |
|
Big River Steel - inventory step-up amortization |
|
— |
|
|
— |
|
|
(24) |
|
|
— |
|
Big River Steel - unrealized losses
(a)
|
|
(6) |
|
|
— |
|
|
(15) |
|
|
— |
|
Big River Steel - acquisition costs |
|
— |
|
|
— |
|
|
(9) |
|
|
— |
|
Restructuring and other charges (Note 20) |
|
(31) |
|
|
(89) |
|
|
(37) |
|
|
(130) |
|
Asset impairment charges (Note 1) |
|
(28) |
|
|
— |
|
|
(28) |
|
|
(263) |
|
Property Sale |
|
15 |
|
|
— |
|
|
15 |
|
|
— |
|
Gain on previously held investment in UPI |
|
— |
|
|
— |
|
|
— |
|
|
25 |
|
Tubular inventory impairment charge |
|
— |
|
|
(24) |
|
|
— |
|
|
(24) |
|
December 24, 2018 Clairton coke making facility fire |
|
— |
|
|
4 |
|
|
— |
|
|
4 |
|
Total reconciling items |
|
$ |
(50) |
|
|
$ |
(109) |
|
|
$ |
13 |
|
|
$ |
(388) |
|
a)
Big River Steel – unrealized losses represent the post-acquisition
mark-to-market impacts of hedging instruments acquired with the
purchase of the remaining equity interest in Big River Steel on
January 15, 2021. See Note 14 for further details.
5. Acquisitions and Disposition
Transtar Disposition
On July 28, 2021, U. S. Steel sold 100 percent of the equity
interests in its wholly-owned short-line railroad, Transtar, LLC
(Transtar) to an affiliate of Fortress Transportation and
Infrastructure Investors, LLC for a cash purchase price of
$640 million subject to certain customary adjustments as set
forth in the Membership Interest Purchase Agreement. In connection
with the closing of the transaction, the Company entered into
certain ancillary agreements including a railway services
agreement, providing for continued rail services for its Gary and
Mon Valley Works facilities, and a transition services agreement.
Because Transtar does not represent a significant component of U.
S. Steel's business and does not constitute a reportable business
segment, its results are reported in the Other category. See Note 4
for further details. The assets and liabilities that are included
in the transaction are reported as assets held for sale and
liabilities held for sale in the Condensed Consolidated Balance
Sheet as of June 30, 2021. Assets held for sale consist primarily
of property, plant and equipment and receivables of
$129 million and $10 million, respectively. Liabilities
held for sale primarily consist of accounts payable and employee
benefits of $33 million and $28 million,
respectively.
Big River Steel Acquisition
On January 15, 2021, U. S. Steel purchased the remaining equity
interest in Big River Steel for approximately $625 million in
cash net of $36 million and $62 million in cash and
restricted cash received, respectively, and the assumption of
liabilities of approximately $50 million. There were
acquisition related costs of approximately $9 million during
the six months ended June 30, 2021.
Prior to the closing of the acquisition on January 15, 2021, U. S.
Steel accounted for its 49.9% equity interest in Big River Steel
under the equity method as control and risk of loss were shared
among the partnership members. Using step
acquisition accounting the Company increased the value of its
previously held equity investment to its fair value of
$770 million which resulted in a gain of approximately
$111 million. The gain was recorded in gain on equity investee
transactions in the Condensed Consolidated Statement of
Operations.
The acquisition has been accounted for in accordance with ASC
805,
Business combinations.
There were step-ups to fair value of approximately
$308 million, $194 million and $24 million for
property, plant and equipment, debt and inventory, respectively. An
intangible asset for customer relationships and goodwill of
approximately $413 million and $905 million were also
recorded, respectively. Goodwill represents the excess of purchase
price over the fair market value of the net assets. Goodwill is
primarily attributable to Big River Steel's operational abilities,
workforce and the anticipated benefits from their recent expansion
and will be partially tax deductible. The inventory step-up was
fully amortized as of March 31, 2021, the intangible asset will be
amortized over a 22-year period and the debt step-up will be
amortized over the contractual life of the underlying debt. See
Note 15 for further details.
The value of Big River Steel was determined using Level 3 valuation
techniques. Level 3 valuation techniques include inputs to the
valuation methodology that are considered unobservable and
significant to the fair value measurement. A significant factor in
determining the equity value was the discounted forecasted cash
flows of Big River Steel. Forecasted cash flows are primarily
impacted by the forecasted market price of steel and metallic
inputs as well as the expected timing of significant capital
expenditures. The model utilized a risk adjusted discount rate of
11.0% and a terminal growth rate of 2%.
The following table presents the preliminary allocation of the
aggregate purchase price based on estimated fair
values:
|
|
|
|
|
|
|
(in millions) |
Assets Acquired: |
|
Receivables |
$ |
166 |
|
Receivables with U. S. Steel
(1)
|
99 |
|
Inventories |
184 |
|
Other current assets |
16 |
|
Property, plant and equipment |
2,188 |
|
Intangibles |
413 |
|
Goodwill |
905 |
|
Other noncurrent assets |
19 |
|
Total Assets Acquired |
$ |
3,990 |
|
|
|
|
|
|
|
Liabilities Assumed: |
|
Accounts payable and accrued liabilities |
$ |
224 |
|
Payroll and benefits payable |
27 |
|
Accrued taxes |
9 |
|
Accrued interest |
33 |
|
Short-term debt and current maturities of long-term
debt |
29 |
|
Long-term debt |
1,997 |
|
Deferred income tax liabilities |
44 |
|
Deferred credits and other long-term liabilities |
182 |
|
Total Liabilities Assumed |
$ |
2,545 |
|
|
|
Fair value of previously held investment in Big River
Steel |
$ |
770 |
|
Purchase price, including assumed liabilities and net of cash
acquired |
675 |
|
Difference in assets acquired and liabilities assumed |
$ |
1,445 |
|
(1)
The transaction to purchase Big River Steel included receivables
for payments made by Big River Steel on behalf of U. S. Steel for
retention bonuses of $22 million that impacted the previously
held equity investment and for U. S. Steel liabilities assumed in
the purchase of approximately $50 million. In addition, there
were assumed receivables of approximately $27 million for
steel substrate sales from Big River Steel to
U. S. Steel. The receivables with U. S. Steel eliminate
in consolidation with offsetting intercompany payables from U. S.
Steel.
U. S. Steel is continuing to conform accounting policies and
procedures and evaluate assets and liabilities assumed. During the
one-year measurement period, we will continue to obtain information
to assist in finalizing the fair value of assets acquired and
liabilities assumed, which may differ materially from these
preliminary estimates. The final purchase price allocation may
include changes in allocations to intangible assets, such as
customer relationships, as well as
goodwill, changes to the fair value of long-term debt and other
changes to assets and liabilities. We will apply any material
adjustments in the reporting period in which the adjustments are
determined.
The following unaudited pro forma information for U. S. Steel
includes the results of the Big River Steel acquisition as if it
had been consummated on January 1, 2020. The unaudited pro forma
information is based on historical information and is adjusted for
amortization of the intangible asset, property, plant and equipment
and debt fair value step-ups discussed above. Non-recurring
acquisition related items included in the 2020 period include
$111 million for the gain on previously held equity
investment, $9 million in acquisition related costs and
$24 million in inventory step-up amortization related to the
purchase of the remaining interest in Big River Steel. In addition,
costs for non-recurring retention bonuses of $44 million that
occurred in January 2021 prior to the purchase of the remaining
equity interest are included in the 2020 period. The pro forma
information does not include any anticipated cost savings or other
effects of the integration of Big River Steel. Accordingly, the
unaudited pro forma information does not necessarily reflect the
actual results that would have occurred, nor is it necessarily
indicative of future results of operations. Pro forma adjustments
were not tax-effected in 2020 as U. S. Steel had a full valuation
allowance on its domestic deferred tax assets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
(in millions) |
|
2021 |
2020 |
Net sales |
|
$ |
8,761 |
|
$ |
5,289 |
|
Net earnings (loss) |
|
$ |
1,033 |
|
$ |
(967) |
|
USS-POSCO Industries (UPI) Acquisition
On February 29, 2020, U. S. Steel purchased the remaining equity
interest in USS-POSCO Industries (UPI) that it did not already own,
now known as USS-UPI, LLC, from its joint venture partner for
$3 million, net of cash received of $2 million. There was
an assumption of accounts payable owed to U. S. Steel for prior
sales of steel substrate of $135 million associated with the
purchase that is reflected as a reduction in receivables from
related parties on the Company's Condensed Consolidated Balance
Sheet.
Using step acquisition accounting the Company increased the value
of its previously held equity investment to its fair value of
$5 million which resulted in a gain of approximately
$25 million. The gain was recorded in gain on equity investee
transactions in the Condensed Consolidated Statement of
Operations.
Receivables of $44 million, inventories of $96 million,
accounts payable and accrued liabilities of $19 million,
current portion of long-term debt of $55 million and payroll
and employee benefits liabilities of $78 million were recorded
with the acquisition. Property, plant and equipment of
$97 million which included a fair value step-up of
$47 million and an intangible asset of $54 million were
also recorded on the Company's Condensed Consolidated Balance
Sheet. The intangible asset, which will be amortized over ten
years, arises from a land lease contract, under which a certain
portion of payment owed to UPI is realized in the form of
deductions from electricity costs.
6. Revenue
Revenue is generated primarily from contracts to produce, ship and
deliver steel products, and to a lesser extent, raw materials sales
such as iron ore pellets and coke by-products and real estate
sales. Generally, U. S. Steel’s performance obligations
are satisfied and revenue is recognized when title transfers to our
customer for product shipped or services are provided. Revenues are
recorded net of any sales incentives. Shipping and other
transportation costs charged to customers are treated as
fulfillment activities and are recorded in both revenue and cost of
sales at the time control is transferred to the customer. Costs
related to obtaining sales contracts are incidental and are
expensed when incurred. Because customers are invoiced at the time
title transfers and U. S. Steel’s right to consideration
is unconditional at that time, U. S. Steel does not maintain
contract asset balances. Additionally, U. S. Steel does not
maintain contract liability balances, as performance obligations
are satisfied prior to customer payment for product.
U. S. Steel offers industry standard payment
terms.
The following tables disaggregate our revenue by product for each
of the reportable business segments for the three months and six
months ended June 30, 2021 and 2020,
respectively:
Net Sales by Product (In millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2021 |
Flat-Rolled |
Mini Mill |
USSE |
Tubular |
Other |
Total |
Semi-finished |
$ |
— |
|
$ |
— |
|
$ |
46 |
|
$ |
— |
|
$ |
— |
|
$ |
46 |
|
Hot-rolled sheets |
653 |
|
451 |
|
561 |
|
— |
|
— |
|
1,665 |
|
Cold-rolled sheets |
889 |
|
127 |
|
102 |
|
— |
|
— |
|
1,118 |
|
Coated sheets |
1,020 |
|
179 |
|
334 |
|
— |
|
— |
|
1,533 |
|
Tubular products |
— |
|
— |
|
14 |
|
178 |
|
— |
|
192 |
|
All Other
(a)
|
429 |
|
2 |
|
21 |
|
6 |
|
13 |
|
471 |
|
Total |
$ |
2,991 |
|
$ |
759 |
|
$ |
1,078 |
|
$ |
184 |
|
$ |
13 |
|
$ |
5,025 |
|
(a) Consists primarily of sales of raw materials and coke making
by-products. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2020 |
Flat-Rolled |
|
USSE |
Tubular |
Other |
Total |
Semi-finished |
$ |
31 |
|
|
$ |
1 |
|
$ |
— |
|
$ |
— |
|
$ |
32 |
|
Hot-rolled sheets |
239 |
|
|
146 |
|
— |
|
— |
|
385 |
|
Cold-rolled sheets |
342 |
|
|
26 |
|
— |
|
— |
|
368 |
|
Coated sheets |
713 |
|
|
202 |
|
— |
|
— |
|
915 |
|
Tubular products |
— |
|
|
11 |
|
178 |
|
— |
|
189 |
|
All Other
(a)
|
172 |
|
|
17 |
|
4 |
|
9 |
|
202 |
|
Total |
$ |
1,497 |
|
|
$ |
403 |
|
$ |
182 |
|
$ |
9 |
|
$ |
2,091 |
|
(a) Consists primarily of sales of raw materials and coke making
by-products. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2021 |
Flat-Rolled |
Mini Mill |
USSE |
Tubular |
Other |
Total |
Semi-finished |
$ |
12 |
|
$ |
— |
|
$ |
49 |
|
$ |
— |
|
$ |
— |
|
$ |
61 |
|
Hot-rolled sheets |
1,103 |
|
700 |
|
947 |
|
— |
|
— |
|
2,750 |
|
Cold-rolled sheets |
1,673 |
|
206 |
|
185 |
|
— |
|
— |
|
2,064 |
|
Coated sheets |
1,898 |
|
300 |
|
632 |
|
— |
|
— |
|
2,830 |
|
Tubular products |
— |
|
— |
|
24 |
|
306 |
|
— |
|
330 |
|
All Other
(a)
|
577 |
|
3 |
|
39 |
|
12 |
|
23 |
|
654 |
|
Total |
$ |
5,263 |
|
$ |
1,209 |
|
$ |
1,876 |
|
$ |
318 |
|
$ |
23 |
|
$ |
8,689 |
|
(a) Consists primarily of sales of raw materials and coke making
by-products. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2020 |
Flat-Rolled |
|
USSE |
Tubular |
Other |
Total |
Semi-finished |
$ |
58 |
|
|
$ |
2 |
|
$ |
— |
|
$ |
— |
|
$ |
60 |
|
Hot-rolled sheets |
741 |
|
|
351 |
|
— |
|
— |
|
1,092 |
|
Cold-rolled sheets |
940 |
|
|
71 |
|
— |
|
— |
|
1,011 |
|
Coated sheets |
1,424 |
|
|
431 |
|
— |
|
— |
|
1,855 |
|
Tubular products |
— |
|
|
20 |
|
429 |
|
— |
|
449 |
|
All Other
(a)
|
308 |
|
|
33 |
|
8 |
|
23 |
|
372 |
|
Total |
$ |
3,471 |
|
|
$ |
908 |
|
$ |
437 |
|
$ |
23 |
|
$ |
4,839 |
|
(a) Consists primarily of sales of raw materials and coke making
by-products. |
|
|
|
|
|
|
|
7. Cash,
Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash
equivalents and restricted cash reported within U. S. Steel's
Condensed Consolidated Balance Sheets that sum to the total of the
same amounts shown in the Condensed Consolidated Statement of Cash
Flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
|
June 30, 2021 |
|
June 30, 2020 |
Cash and cash equivalents |
|
$ |
1,329 |
|
|
$ |
2,300 |
|
Restricted cash in other current assets |
|
47 |
|
|
1 |
|
Restricted cash in other noncurrent assets |
|
95 |
|
|
128 |
|
Transtar cash in assets held for sale |
|
$ |
1 |
|
|
$ |
— |
|
Total cash, cash equivalents
and restricted cash |
|
$ |
1,472 |
|
|
$ |
2,429 |
|
Amounts included in restricted cash represent cash balances which
are legally or contractually restricted, primarily for electric arc
furnace construction, environmental and other capital projects,
collateral for open cash flow hedge positions and insurance
purposes.
8. Inventories
The LIFO method is the predominant method of inventory costing for
our Flat-Rolled and Tubular segments. The FIFO and moving average
methods are the predominant inventory costing methods for our Mini
Mill segment and the FIFO method is the predominant inventory
costing method for our USSE segment. At June 30, 2021 and
December 31, 2020, the LIFO method accounted for 46 percent
and 59 percent of total inventory values,
respectively.
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
June 30, 2021 |
|
December 31, 2020 |
Raw materials |
$ |
658 |
|
|
$ |
416 |
|
Semi-finished products |
900 |
|
|
633 |
|
Finished products |
305 |
|
|
300 |
|
Supplies and sundry items |
51 |
|
|
53 |
|
Total |
$ |
1,914 |
|
|
$ |
1,402 |
|
Current acquisition costs were estimated to exceed the above
inventory values by $667 million and $848 million at June 30,
2021 and December 31, 2020, respectively. As a result of the
liquidation of LIFO inventories, cost of sales decreased and
earnings before interest and income taxes increased by $6 million
and $7 million for the three months and six months
ended June 30, 2021, respectively. Cost of sales increased and
earnings before interest and income taxes decreased by $1 million
and $6 million for the three months and six months
ended June 30, 2020, respectively, as a result of liquidation
of LIFO inventories.
9. Intangible
Assets and Goodwill
Intangible assets that are being amortized on a straight-line basis
over their estimated useful lives are detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2021 |
|
As of December 31, 2020 |
(In millions) |
Useful
Lives |
|
Gross
Carrying
Amount |
Accumulated
Amortization |
Net
Amount |
|
Gross
Carrying
Amount |
Accumulated Impairment |
Accumulated
Amortization |
Net
Amount |
Customer relationships |
22 Years
|
|
$ |
413 |
|
$ |
9 |
|
$ |
404 |
|
|
$ |
132 |
|
$ |
55 |
|
$ |
77 |
|
$ |
— |
|
Patents |
10-15 Years
|
|
17 |
|
10 |
|
7 |
|
|
22 |
|
7 |
|
10 |
|
5 |
|
Energy Contract |
10 Years
|
|
54 |
|
7 |
|
47 |
|
|
54 |
|
— |
|
5 |
|
49 |
|
Other |
4-20 Years
|
|
— |
|
— |
|
— |
|
|
14 |
|
5 |
|
9 |
|
— |
|
Total amortizable intangible assets |
|
|
$ |
484 |
|
$ |
26 |
|
$ |
458 |
|
|
$ |
222 |
|
$ |
67 |
|
$ |
101 |
|
$ |
54 |
|
Total estimated amortization expense for the remainder of 2021 is
$13 million. We expect approximately $25 million in annual
amortization expense through 2026 and approximately
$320 million in remaining amortization expense
thereafter.
The carrying amount of acquired water rights with indefinite lives
as of June 30, 2021 and December 31, 2020 totaled $75
million.
Below is a summary of goodwill by segment for the six months ended
June 30, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Flat-Rolled |
Mini Mill |
USSE |
Tubular |
Total |
Balance at December 31, 2020 |
$ |
— |
|
$ |
— |
|
$ |
4 |
|
$ |
— |
|
$ |
4 |
|
Additions |
— |
|
905 |
|
— |
|
— |
|
905 |
|
Balance at June 30, 2021 |
$ |
— |
|
$ |
905 |
|
$ |
4 |
|
$ |
— |
|
$ |
909 |
|
10. Pensions
and Other Benefits
The following table reflects the components of net periodic benefit
cost (income) for the three months ended June 30, 2021 and
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
Benefits |
|
Other
Benefits |
(In millions) |
2021 |
|
2020 |
|
2021 |
|
2020 |
Service cost |
$ |
14 |
|
|
$ |
13 |
|
|
$ |
3 |
|
|
$ |
3 |
|
Interest cost |
41 |
|
|
48 |
|
|
12 |
|
|
16 |
|
Expected return on plan assets |
(89) |
|
|
(84) |
|
|
(20) |
|
|
(20) |
|
Amortization of prior service credit |
1 |
|
|
1 |
|
|
(7) |
|
|
(2) |
|
Amortization of actuarial net loss (gain) |
37 |
|
|
36 |
|
|
(6) |
|
|
(4) |
|
Net periodic benefit cost (income), excluding below |
4 |
|
|
14 |
|
|
(18) |
|
|
(7) |
|
Multiemployer plans |
18 |
|
|
18 |
|
|
— |
|
|
— |
|
Settlement, termination and curtailment losses
(a)
|
3 |
|
|
2 |
|
|
— |
|
|
— |
|
Net periodic benefit cost (income) |
$ |
25 |
|
|
$ |
34 |
|
|
$ |
(18) |
|
|
$ |
(7) |
|
(a) During the three months ended June 30, 2021 the pension plan
incurred curtailment charges of approximately $3 million with
the sale of Transtar. For the three months ended June 30, 2020 the
pension plan incurred special termination charges of
$2 million due to workforce restructuring.
|
The following table reflects the components of net periodic benefit
cost (income) for the six months ended June 30, 2021 and
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
Benefits |
|
Other
Benefits |
(In millions) |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Service cost |
|
$ |
28 |
|
|
$ |
25 |
|
|
$ |
6 |
|
|
$ |
6 |
|
Interest cost |
|
81 |
|
|
96 |
|
|
24 |
|
|
32 |
|
Expected return on plan assets |
|
(178) |
|
|
(165) |
|
|
(40) |
|
|
(40) |
|
Amortization of prior service cost |
|
1 |
|
|
1 |
|
|
(14) |
|
|
(4) |
|
Amortization of actuarial net loss (gain) |
|
75 |
|
|
72 |
|
|
(12) |
|
|
(8) |
|
Net periodic benefit cost (income), excluding below |
|
7 |
|
|
29 |
|
|
(36) |
|
|
(14) |
|
Multiemployer plans |
|
37 |
|
|
39 |
|
|
— |
|
|
— |
|
Settlement, termination and curtailment losses
(a)
|
|
3 |
|
|
8 |
|
|
— |
|
|
— |
|
Net periodic benefit cost (income) |
|
$ |
47 |
|
|
$ |
76 |
|
|
$ |
(36) |
|
|
$ |
(14) |
|
(a) During the six months ended June 30, 2021 the pension plan
incurred curtailment charges of approximately $3 million with
the sale of Transtar. For the six months ended June 30, 2020 the
pension plan incurred settlement and special termination charges of
approximately $8 million due to workforce restructuring and
lump sum payments made to certain individuals
|
Employer Contributions
During the first six months of 2021, U. S. Steel made cash payments
of $37 million to the Steelworkers’ Pension Trust and $2 million of
pension payments not funded by trusts.
During the first six months of 2021, cash payments of $18 million
were made for other postretirement benefit payments not funded by
trusts.
Company contributions to defined contribution plans totaled $11
million and $4 million for the three months ended
June 30, 2021 and 2020, respectively. Company contributions to
defined contribution plans totaled $21 million and $15 million
for the six months ended June 30, 2021 and 2020,
respectively.
Transtar Disposition
In connection with the Transtar sale, U. S. Steel remeasured its
main pension benefit plan as of June 30, 2021. As a result of the
remeasurement, the net pension obligation was reduced by
$255 million and the funded status level of plan increased to
103 percent.
11. Stock-Based
Compensation Plans
U. S. Steel has outstanding stock-based compensation awards that
were granted by the Compensation & Organization Committee of
the Board of Directors (Committee), or its designee, under the 2005
Stock Incentive Plan (2005 Plan) and the 2016 Omnibus Incentive
Compensation Plan, as amended and restated (Omnibus Plan). The
Company's stockholders approved the Omnibus Plan and authorized the
Company to issue up to 32,700,000 shares of U. S. Steel common
stock under the Omnibus Plan. While the awards that were previously
granted under the 2005 Plan remain outstanding, all future awards
will be granted under the Omnibus Plan. As of June 30, 2021,
there were 16,428,281 shares available for future grants under the
Omnibus Plan.
Recent grants of stock-based compensation consist of restricted
stock units, total stockholder return (TSR) performance awards and
return on capital employed (ROCE) performance awards. Shares of
common stock under the Omnibus Plan are issued from authorized, but
unissued stock. The following table is a summary of the awards made
under the Omnibus Plan during the first six months of 2021 and
2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
Grant Details |
|
Shares(a)
|
Fair Value(b)
|
|
Shares(a)
|
Fair Value(b)
|
|
|
|
|
|
|
|
Restricted Stock Units |
|
1,492,880 |
|
$ |
18.30 |
|
|
2,640,690 |
|
$ |
8.82 |
|
Performance Awards
(c)
|
|
|
|
|
|
|
TSR |
|
306,930 |
|
$ |
19.46 |
|
|
671,390 |
|
$ |
8.19 |
|
ROCE
(d)
|
|
485,900 |
|
$ |
17.92 |
|
|
— |
|
$ |
— |
|
(a)
The share amounts shown in this table do not reflect an adjustment
for estimated forfeitures.
(b)
Represents the per share weighted average for all grants during the
period.
(c)
The number of performance awards shown represents the target share
grant of the award.
(d)
The ROCE awards granted in 2020 and a portion of ROCE awards
granted in 2021 are not shown in the table because they were
granted in cash.
U. S. Steel recognized pretax stock-based compensation expense in
the amount of $15 million and $9 million in the three-month periods
ended June 30, 2021 and 2020, respectively and
$26 million and $13 million in the first six months of
2021 and 2020 respectively.
As of June 30, 2021, total future compensation expense related
to nonvested stock-based compensation arrangements was $48 million,
and the weighted average period over which this expense is expected
to be recognized is approximately 17 months.
Restricted stock units awarded as part of annual grants generally
vest ratably over three years. Their fair value is the market price
of the underlying common stock on the date of grant. Restricted
stock units granted in connection with new-hire or retention grants
generally cliff vest three years from the date of the
grant.
TSR performance awards may vest at varying levels at the end of a
three-year performance period if U. S. Steel's total
stockholder return compared to the total stockholder return of a
peer group of companies meets specified performance criteria with
each year in the three-year performance period weighted at 20
percent and the full three-year performance weighted at 40 percent.
TSR performance awards can vest at between zero and 200 percent of
the target award. The fair value of the TSR performance awards is
calculated using a Monte Carlo simulation.
ROCE performance awards may vest at the end of a three-year
performance period contingent upon meeting the specified ROCE
performance metric. ROCE performance awards can vest between zero
and 200 percent of the target award. The fair value of the ROCE
performance awards is the average market price of the underlying
common stock on the date of grant.
12. Income
Taxes
Tax benefit
For the six months ended June 30, 2021 and 2020, the Company
recorded a tax benefit of $36 million and $24 million,
respectively. The tax benefit for the first six months of 2021 was
based on an estimated annual effective rate, which requires
management to make its best estimate of annual pretax income or
loss and discrete items recognized during the period.
The tax benefit for the six months ended June 30, 2021 includes a
benefit of $262 million for the release of the domestic
valuation allowance recorded against domestic deferred tax assets
that are more likely than not to be realized. During the second
quarter of 2021, the Company evaluated all available positive and
negative evidence, including the impact of profitability generated
from current year operations and future projections of
profitability. As a result, the Company determined that all of its
domestic deferred tax assets were more likely than not to be
realized with the exception of certain of its state net operating
losses and state tax credits and reversed the valuation allowance
against those deferred tax assets accordingly.
The tax benefit for the six months ended June 30, 2020 includes a
$14 million benefit related to recording a loss from
continuing operations and income from other comprehensive income
categories.
Throughout the year, management regularly updates forecasted annual
pretax results for the various countries in which we operate based
on changes in factors such as prices, shipments, product mix, plant
operating performance and cost estimates. To the extent that actual
2021 pretax results for U.S. and foreign income or loss vary from
estimates applied herein, the actual tax provision or benefit
recognized in 2021 could be materially different from the
forecasted amount used to estimate the tax benefit for the six
months ended June 30, 2021.
13. Earnings
and Dividends Per Common Share
Earnings (Loss) Per Share Attributable to United States Steel
Corporation Stockholders
The effect of dilutive securities on weighted average common shares
outstanding included in the calculation of diluted earnings (loss)
per common share for the three and six months ended June 30,
2021 and June 30, 2020 were as follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
(Dollars in millions, except per share amounts) |
2021 |
2020 |
|
2021 |
2020 |
Earnings (loss) attributable to United States Steel Corporation
stockholders |
$ |
1,012 |
|
$ |
(589) |
|
|
$ |
1,103 |
|
$ |
(980) |
|
Weighted-average shares outstanding (in thousands): |
|
|
|
|
|
Basic |
269,872 |
|
175,327 |
|
|
259,668 |
|
172,775 |
|
Effect of Senior Convertible Notes |
11,975 |
|
— |
|
|
10,439 |
|
— |
|
Effect of stock options, restricted stock units and performance
awards |
4,490 |
|
— |
|
|
4,405 |
|
— |
|
Adjusted weighted-average shares outstanding, diluted |
286,337 |
|
175,327 |
|
|
274,512 |
|
172,775 |
|
Basic earnings (loss) per common share |
$ |
3.75 |
|
$ |
(3.36) |
|
|
$ |
4.25 |
|
$ |
(5.67) |
|
Diluted earnings (loss) per common share |
$ |
3.53 |
|
$ |
(3.36) |
|
|
$ |
4.02 |
|
$ |
(5.67) |
|
Excluded from the computation of diluted earnings (loss) per common
share due to their anti-dilutive effect were 0.9 million and
1.3 million outstanding securities granted under the Omnibus
Plan for the three and six months ended June 30, 2021,
respectively and 5.9 million and 5.4 million outstanding
securities granted under the Omnibus Plan for the three and six
months ended June 30, 2020, respectively.
Dividends Paid Per Share
The dividend for each of the first and second quarters of 2021 and
2020 was one cent per common share.
14. Derivative
Instruments
The USSE segment uses foreign exchange forward sales contracts
(foreign exchange forwards) to exchange euros for U.S. dollars
(USD), our Flat-Rolled segment used foreign exchange forwards to
exchange USD for Canadian dollars and our Mini Mill segment uses
foreign exchange forwards to exchange USD for euros. All of our
foreign exchange forwards have maturities no longer than 13 months
and are used to mitigate the risk of foreign currency exchange rate
fluctuations and manage our foreign currency requirements. The USSE
and Flat-Rolled segments use hedge accounting for their foreign
exchange forwards. The Mini Mill segment has not elected hedge
accounting; therefore, the changes in the fair value of their
foreign exchange forwards are recognized immediately in the
Condensed Consolidated Statements of Operations (mark-to-market
accounting).
The Flat-Rolled and USSE segments also use financial swaps to
protect from the commodity price risk associated with purchases of
natural gas, zinc, tin and electricity (commodity purchase swaps).
We elected cash flow hedge accounting for Flat-Rolled commodity
purchase swaps for natural gas, zinc and tin and use mark-to-market
accounting for electricity swaps used in our domestic operations
and for commodity purchase swaps used in our European operations.
The maximum derivative contract duration for commodity purchase
swaps where hedge accounting was elected and was not elected is six
months and 30 months, respectively.
The Flat-Rolled and Mini Mill segments have entered into financial
swaps that are used to partially manage the sales price risk of
certain hot-rolled coil sales (sales swaps). The Flat-Rolled
segment uses hedge accounting for its sales swaps and the Mini Mill
segment uses mark-to-market accounting for its sales swaps. Sales
swaps have maturities of up to six months.
The table below shows the outstanding swap quantities used to hedge
forecasted purchases and sales as of June 30, 2021 and
June 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedge Contracts |
Classification |
June 30, 2021 |
|
June 30, 2020 |
Natural gas (in mmbtus) |
Commodity purchase swaps |
25,251,000 |
|
44,462,000 |
Tin (in metric tons) |
Commodity purchase swaps |
796 |
|
1,221 |
Zinc (in metric tons) |
Commodity purchase swaps |
12,851 |
|
12,564 |
Electricity (in megawatt hours) |
Commodity purchase swaps |
986,400 |
|
936,000 |
Hot-rolled coils (in tons) |
Sales swaps |
159,880 |
|
— |
Foreign currency (in millions of euros) |
Foreign exchange forwards |
€ |
278 |
|
|
€ |
239 |
|
Foreign currency (in millions of dollars) |
Foreign exchange forwards |
$ |
9 |
|
|
$ |
— |
|
Foreign currency (in millions of CAD) |
Foreign exchange forwards |
$ |
— |
|
|
$ |
15 |
|
There were $34 million and $5 million in accounts
receivable and $151 million and $54 million in accounts
payable recorded for derivatives designated as hedging instruments
as of June 30, 2021 and December 31, 2020, respectively.
Amounts recorded in long-term asset and long-term liability
accounts for derivatives were not material as of June 30, 2021
and December 31, 2020. Accounts payable recorded in the
Condensed Consolidated Balance sheet for derivatives not designated
as hedging instruments was $14 million as of June 30,
2021 and was immaterial as of December 31, 2020.
The table below summarizes the effect of hedge accounting on AOCI
and amounts reclassified from AOCI into earnings for the three and
six months ended June 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) on Derivatives in AOCI |
|
|
Amount of Gain (Loss) Recognized in Income |
(In millions) |
Three Months Ended June 30, 2021 |
Three Months Ended June 30, 2020 |
|
Location of Reclassification from AOCI
(a)
|
Three Months Ended June 30, 2021 |
Three Months Ended June 30, 2020 |
Sales swaps |
$ |
(79) |
|
$ |
— |
|
|
Net sales |
$ |
(23) |
|
$ |
— |
|
Commodity purchase swaps |
22 |
|
19 |
|
|
Cost of sales
(b)
|
5 |
|
(12) |
|
Foreign exchange forwards |
2 |
|
(4) |
|
|
Cost of sales |
(5) |
|
— |
|
(a)
The earnings impact of our hedging instruments substantially
offsets the earnings impact of the related hedged items resulting
in immaterial ineffectiveness.
(b)
Costs for commodity purchase swaps are recognized in cost of sales
as products are sold.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) on Derivatives in AOCI |
|
|
|
Amount of Gain (Loss) Recognized in Income |
(In millions) |
Six Months Ended June 30, 2021 |
Six Months Ended June 30, 2020 |
|
Location of Reclassification from AOCI
(a)
|
|
Six Months Ended June 30, 2021 |
Six Months Ended June 30, 2020 |
Sales swaps |
$ |
(123) |
|
$ |
— |
|
|
Net sales |
|
$ |
(33) |
|
$ |
— |
|
Commodity purchase swaps |
32 |
|
11 |
|
|
Cost of sales
(b)
|
|
4 |
|
(20) |
|
Foreign exchange forwards |
21 |
|
1 |
|
|
Cost of sales |
|
(10) |
|
— |
|
(a)
The earnings impact of our hedging instruments substantially
offsets the earnings impact of the related hedged items resulting
in immaterial ineffectiveness.
(b)
Costs for commodity purchase swaps are recognized in cost of sales
as products are sold.
At current contract values, $31 million currently in AOCI as of
June 30, 2021 will be recognized as a decrease in cost of
sales over the next year and $149 million currently in AOCI as
of June 30, 2021 will be recognized as a decrease in net sales
over the next year.
The loss recognized for sales swaps where hedge accounting was not
elected was $6 million and $15 million and was recognized
in cost of sales for the three and six months ended June 30,
2021, respectively. The loss recognized for sales swaps where hedge
accounting was not elected was not material for the three and six
months ended June 30, 2020.
15. Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Issuer/Borrower |
Interest
Rates % |
Maturity |
June 30, 2021 |
|
December 31, 2020 |
2037 Senior Notes |
U. S. Steel |
6.650 |
2037 |
350 |
|
|
350 |
|
2029 Senior Secured Notes |
Big River Steel |
6.625 |
2029 |
900 |
|
|
— |
|
2029 Senior Notes |
U. S. Steel |
6.875 |
2029 |
750 |
|
|
— |
|
2026 Senior Notes |
U. S. Steel |
6.250 |
2026 |
600 |
|
|
650 |
|
2026 Senior Convertible Notes |
U. S. Steel |
5.000 |
2026 |
350 |
|
|
350 |
|
2025 Senior Notes |
U. S. Steel |
6.875 |
2025 |
718 |
|
|
750 |
|
2025 Senior Secured Notes |
U. S. Steel |
12.000 |
2025 |
— |
|
|
1,056 |
|
Arkansas Teacher Retirement System Notes Payable |
Big River Steel |
5.500 - 7.750
|
2023 |
106 |
|
|
— |
|
Export-Import Credit Agreement |
U. S. Steel |
Variable |
2021 |
— |
|
|
180 |
|
Environmental Revenue Bonds |
U. S. Steel |
4.125 - 6.750
|
2024 - 2050 |
717 |
|
|
717 |
|
Environmental Revenue Bonds |
Big River Steel |
4.500 - 4.750
|
2049 |
752 |
|
|
— |
|
Finance leases and all other obligations |
U. S. Steel |
Various |
2021 - 2029 |
80 |
|
|
81 |
|
Finance leases and all other obligations |
Big River Steel |
Various |
2021 - 2031 |
115 |
|
|
— |
|
Export Credit Agreement (ECA) |
U. S. Steel |
Variable |
2031 |
136 |
|
|
113 |
|
Credit Facility Agreement |
U. S. Steel |
Variable |
2024 |
— |
|
|
500 |
|
Big River Steel ABL Facility, $350 million
|
Big River Steel |
Variable |
2022 |
— |
|
|
— |
|
USSK Credit Agreement |
U. S. Steel Kosice |
Variable |
2023 |
— |
|
|
368 |
|
USSK Credit Facilities |
U. S. Steel Kosice |
Variable |
2021 |
— |
|
|
— |
|
Total Debt |
|
|
|
5,574 |
|
|
5,115 |
|
Less unamortized discount, premium, and debt issuance
costs |
|
|
|
8 |
|
|
228 |
|
Less short-term debt, long-term debt due within one year, and
short-term issuance costs |
|
|
|
763 |
|
|
192 |
|
Long-term debt |
|
|
|
$ |
4,803 |
|
|
$ |
4,695 |
|
Senior Secured Notes, Senior Notes and Export-Import Credit
Agreement Repayments
The following debt repayments were made by U. S. Steel during the
six-month period ended June 30, 2021:
•All
of the remaining outstanding principal of approximately
$180 million under the Export-Import Credit Agreement was
repaid. There were approximately $3 million in non-cash debt
extinguishment costs associated with the repayment. The
Export-Import Credit Agreement and related security interests were
terminated in conjunction with the payment in full. No early
termination penalties applied with respect to the
prepayment.
•The
full optional redemption of the outstanding 12.000% Senior Secured
Notes due 2025 for an aggregate principal amount of approximately
$1.056 billion was completed. There were redemption premiums
and unamortized discount and debt issuance write-offs of
approximately $181 million and $71 million, respectively
related to the repayment.
•Open
market repurchases were made of approximately $50 million and
$32 million of aggregate principal on the 6.250% Senior Notes
due 2026 and its 6.875% Senior Notes due 2025,
respectively.
2025 Senior Notes
On June 17, 2021, U. S. Steel issued an irrevocable notice of
redemption to redeem the entirety of its approximately
$718 million aggregate principal amount of outstanding 6.875%
Senior Notes due 2025 (2025 Senior Notes). The Company expects the
total payment to the holders including the redemption premium to be
approximately $730 million (reflecting a redemption price of
101.719% of the aggregate principal amount), plus accrued and
unpaid interest to, but excluding, the redemption date of August
15, 2021. The 2025 Senior Notes will be redeemed with cash on hand.
The 2025 Senior Notes are reflected in short-term debt and current
maturities of long-term debt on the Condensed Consolidated Balance
Sheet as of June 30, 2021.
2029 Senior Notes
On February 11, 2021, U. S. Steel issued $750 million
aggregate principal amount of 6.875% Senior Notes due 2029 (2029
Senior Notes). U. S. Steel received net proceeds of approximately
$739 million after fees of approximately $11 million
related to underwriting and third-party expenses. The net proceeds
from the issuance of the 2029 Senior Notes, together with the
proceeds of our recent common stock issuance were used to redeem
all of our outstanding 2025 Senior Secured Notes as discussed
above. See Note 22 for further details regarding our recent common
stock issuance. The 2029 Senior Notes will pay interest
semi-annually in arrears on March 1 and September 1 of each year
beginning on September 1, 2021, and will mature on March 1, 2029,
unless earlier redeemed or repurchased.
On and after March 1, 2024, the Company may redeem the 2029 Senior
Notes at its option, at any time in whole or from time to time in
part, upon not less than 15 nor more than 60 days’ notice, at the
redemption prices (expressed in percentages of principal amount)
listed below, plus accrued and unpaid interest on the 2029 Senior
Notes, if any, to, but excluding, the applicable redemption date,
if redeemed during the twelve-month period beginning on March 1 of
each of the years indicated below.
|
|
|
|
|
|
Year |
Redemption Price |
2024 |
103.438 |
% |
2025 |
101.719 |
% |
2026 and thereafter |
100.000 |
% |
At any time prior to March 1, 2024, U. S. Steel may also redeem the
2029 Senior Notes, at our option, in whole or in part, or from time
to time, at a price equal to the greater of 100 percent of the
principal amount of the 2029 Senior Notes to be redeemed, or the
sum of the present value of the redemption price of the 2029 Senior
Notes if they were redeemed on March 1, 2024 plus interest payments
due through March 1, 2024 discounted to the date of redemption on a
semi-annual basis at the applicable treasury yield, plus 50 basis
points and accrued and unpaid interest, if any.
At any time prior to March 1, 2024 we may also purchase up to 35%
of the original aggregate principal amount of the 2029 Senior Notes
at 106.875%, plus accrued and unpaid interest, if any, up to, but
excluding the applicable date of redemption, with proceeds from
equity offerings.
Similar to our other senior notes, the indenture governing the 2029
Senior Notes restricts our ability to create certain liens, to
enter into sale leaseback transactions and to consolidate, merge,
transfer or sell all, or substantially all of our assets. It also
contains provisions requiring that U. S. Steel make an offer to
purchase the 2029 Senior Notes from holders upon a change of
control under certain specified circumstances, as well as other
customary provisions.
2029 Senior Secured Notes
On September 18, 2020, Big River Steel's indirect subsidiaries, Big
River Steel LLC and BRS Finance Corp. (Issuers), issued
$900 million in aggregate principal amount of 6.625% Senior
Secured Notes (Green Bonds) (2029 Senior Secured Notes). The 2029
Senior Secured Notes pay interest semi-annually in arrears on
January 31 and July 31 of each year and will mature on January 31,
2029, unless earlier redeemed or repurchased.
On and after September 15, 2023, Big River Steel LLC may redeem the
2029 Senior Secured Notes at its option, at any time in whole or
from time to time in part, at the redemption prices (expressed in
percentages of principal amount) listed below, plus accrued and
unpaid interest on the Notes, if any, to, but excluding, the
applicable redemption date, if redeemed during the twelve-month
period beginning on September 15 of each of the years indicated
below.
|
|
|
|
|
|
Year |
Redemption Price |
2023 |
103.313 |
% |
2024 |
101.656 |
% |
2025 and thereafter |
100.000 |
% |
The obligations under the 2029 Senior Secured Notes are fully and
unconditionally guaranteed, jointly and severally, on a secured
basis by the Issuers’ parent company, BRS Intermediate Holdings LLC
(BRS Intermediate), which is a direct subsidiary of Big River
Steel, and by all future direct and indirect wholly owned domestic
subsidiaries of the Issuers. Additionally, the 2029 Senior Secured
Notes and related guarantees are secured by (i) first priority
liens on most of the tangible and intangible assets of the Issuers
and the guarantors and all of the equity interests of the Issuers
held by BRS Intermediate (shared in equal priority with each other
pari passu lien secured party) (ii) and second priority liens on
accounts receivable, inventory and certain other related assets of
the Issuers and the guarantors (shared in equal priority with each
other pari passu lien secured party).
If the Issuers or BRS Intermediate experience specified change in
control events, the Issuers must make an offer to purchase the 2029
Senior Secured Notes. If the Issuers sell assets under specified
circumstances, the Issuers must make an offer to purchase the 2029
Senior Secured Notes at a price equal to 100% of the aggregate
principal amount plus accrued and unpaid interest. The Indenture
also limits the ability of the Issuers and their restricted
subsidiaries to: incur or guarantee additional indebtedness; pay
dividends and make other restricted payments; make investments;
consummate certain asset sales; engage in transactions with
affiliates; grant or assume liens; and consolidate, merge or
transfer all or substantially all of their assets. The Indenture
also includes other customary events of default.
Big River Steel Environmental Revenue Bonds - Series
2019
On May 31, 2019, Arkansas Development Finance Authority (ADFA)
issued $487 million of tax-exempt bonds and loaned 100% of the
proceeds to Big River Steel LLC under a bond financing agreement to
finance the expansion of Big River Steel's electric arc furnace
steel mill and fund the issuance cost of the bonds (2019 ADFA
Bonds). The 2019 ADFA Bonds accrue interest at the rate of 4.50%
per annum payable semiannually on March 1 and September 1 of each
year with a final maturity of September 1, 2049.
The 2019 ADFA Bonds are subject to optional redemption during the
periods and at the redemption prices shown below plus, in each
case, accrued interest.
|
|
|
|
|
|
Year |
Redemption Price |
September 1, 2026 to August 31, 2027 |
103 |
% |
September 1, 2027 to August 31, 2028 |
102 |
% |
September 1, 2028 to August 31, 2029 |
101 |
% |
On and after September 1, 2029 |
100 |
% |
Prior to September 1, 2026, the 2019 ADFA Bonds are not
redeemable.
The 2019 ADFA Bonds are fully and unconditionally guaranteed,
jointly and severally, on a senior secured basis by first priority
liens on most of the tangible and intangible assets and second
priority liens on accounts receivable, inventory and certain other
related assets of BRS Intermediate and by all future direct and
indirect wholly owned domestic subsidiaries of the
Issuers.
The 2019 ADFA Bonds are subject to certain mandatory sinking fund
redemption provisions beginning in 2040, as well as extraordinary
mandatory redemption, at a redemption price equal to 100% of the
principal amount thereof plus accrued interest to the date fixed
for redemption, from surplus funds at the earlier of the completion
of the tax-exempt project or expiration of a certain period for
construction financings, and upon an event of taxability. The 2019
ADFA Bonds are subject to substantially similar asset sale offer
and change of control offer provisions, affirmative and negative
covenants, events of default and remedies as the Indenture
governing the 2029 Senior Secured Notes.
Big River Steel Environmental Revenue Bonds - Series
2020
On September 10, 2020, ADFA issued $265 million of tax-exempt
bonds with a green bond designation and loaned 100% of the proceeds
to Big River Steel LLC under a bond financing agreement to finance
or refinance the expansion of Big River Steel's electric arc
furnace steel mill and fund the issuance cost of the bonds (2020
ADFA Bonds). The 2020 ADFA Bonds accrue interest at 4.75% per annum
payable semi-annually on March 1 and September 1 of each year with
final maturity on September 1, 2049.
The 2020 ADFA Bonds are subject to optional redemption during the
periods and at the redemption prices shown below, plus, in each
case accrued interest.
|
|
|
|
|
|
Year |
Redemption Price |
September 1, 2027 to August 31, 2028 |
103 |
% |
September 1, 2028 to August 31, 2029 |
102 |
% |
September 1, 2029 to August 31, 2030 |
101 |
% |
On and after September 1, 2030 |
100 |
% |
At any time prior to September 1, 2027, Big River Steel LLC may
also redeem the 2020 ADFA Bonds, at its option, in whole or in
part, or from time to time, at a price equal to the greater of 100
percent of the principal amount of the 2020 ADFA Bonds to be
redeemed, or the present value of the redemption price of the 2020
ADFA Bonds if they were redeemed on September 1, 2027 plus interest
payments due through September 1, 2027 discounted to the date of
redemption on a semi-annual basis at the applicable tax exempt
municipal bond rate and accrued and unpaid interest to the date
fixed for redemption.
The 2020 ADFA Bonds are fully and unconditionally guaranteed,
jointly and severally, on a secured basis by certain of Big River
Steel's subsidiaries and subject to first priority liens and second
priority liens on certain Big River Steel collateral.
The 2020 ADFA Bonds are subject to substantially similar asset sale
offer and change of control offer provisions, affirmative and
negative covenants, events of default and remedies as the Indenture
governing the 2029 Senior Secured Notes.
Arkansas Teacher Retirement System Notes Payable
Big River Steel entered into three financing agreements with the
Arkansas Teacher Retirement System during 2018 and 2019. The
interest rates on the notes range from 5.50% to 7.75% at present.
Interest on these agreements may be paid-in-kind through the
respective dates of maturity and therefore requires no interim debt
service by Big River Steel prior to the date of maturity or early
repayment, as the case may be. Big River Steel may prepay amounts
owed under these agreements at any time without penalty. One such
agreement has the benefit of a pledge of future income streams
generated through an anticipated monetization of recycling tax
credits provided by the State of Arkansas in conjunction with the
expansion of Big River Steel. As of June 30, 2021, the
outstanding balance for these financing agreements was
$106 million.
Big River Steel ABL Facility
On August 23, 2017, subsidiaries of Big River Steel entered into a
senior secured asset-based revolving credit facility and
subsequently amended such facility (Big River Steel ABL Facility)
by entering into the First Amendment to the Big River Steel ABL
Credit Agreement, dated as of September 10, 2020. The Big River
Steel ABL Facility is secured by first-priority liens on accounts
receivable and inventory and certain other assets and second
priority liens on most tangible and intangible assets of Big River
Steel in each case subject to permitted liens.
The Big River Steel ABL Facility provides for borrowings for
working capital and general corporate purposes in an amount equal
up to the lesser of (a) $350 million and (b) a borrowing base
calculated based on specified percentages of eligible accounts
receivables and inventory, subject to certain adjustments and
reserves. The Big River Steel ABL Facility matures on August 23,
2022. The outstanding principal balance was zero at June 30,
2021. Availability under the Big River Steel ABL Facility, pursuant
to the available borrowing base was $350 million at
June 30, 2021.
The Big River Steel ABL Facility provides for borrowings at
interest rates based on defined, short-term market rates plus a
spread based on availability. The Big River Steel ABL Facility also
requires a commitment fee on the unused portion of the Big River
Steel ABL Facility, determined quarterly based on Big River Steel
LLC's utilization levels.
Big River Steel LLC must maintain a fixed charge coverage ratio of
at least 1.00 to 1.00 for the most recent twelve consecutive months
when availability under the Big River Steel ABL Facility is less
than the greater of ten percent of the borrowing base availability
and $13 million. Based on the most recent four quarters as of
March 31, 2021, Big River Steel would have met the fixed charge
coverage ratio test. The Big River Steel ABL Facility includes
affirmative and negative covenants that are customary for
facilities of this type. The Big River Steel ABL Facility also
includes customary events of default.
Credit Facility Agreement
As of June 30, 2021, there were approximately $5 million
of letters of credit issued, and no loans drawn under the Fifth
Amended and Restated Credit Facility Agreement (Credit Facility
Agreement). U. S. Steel must maintain a fixed charge coverage
ratio of at least 1.00 to 1.00 for the most recent four consecutive
quarters when availability under the Credit Facility Agreement is
less than the greater of ten percent of the total aggregate
commitments and $200 million. Based on the most recent four
quarters as of June 30, 2021, the Company would have met the
fixed charge coverage ratio test. 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 30, 2021, the amount available to the Company
under this facility was further reduced by $77 million. The
availability under the Credit Facility Agreement was
$1.918 billion as of June 30, 2021.
U. S. Steel Košice
(USSK)
Credit Facilities
At June 30, 2021, USSK had no borrowings under its €460
million (approximately $547 million) revolving credit facility
(USSK Credit Agreement).
At June 30, 2021, USSK had no borrowings under its €20 million
and €10 million credit facilities (collectively, approximately $36
million) and the availability was approximately $32 million due to
approximately $4 million of customs and other guarantees
outstanding.
16. Fair
Value of Financial Instruments
The carrying value of cash and cash equivalents, current accounts
and notes receivable, accounts payable, bank checks outstanding,
and accrued interest included in the Condensed Consolidated Balance
Sheet approximate fair value. See Note 14 for disclosure of U. S.
Steel’s derivative instruments, which are accounted for at fair
value on a recurring basis.
Big River Steel
On October 31, 2019, a wholly owned subsidiary of U. S. Steel
purchased a 49.9% ownership interest in Big River Steel. The
transaction included a call option (U. S. Steel Call Option) to
acquire the remaining equity interest within the next four years at
an agreed-upon price formula. The investment purchase included
other options that were marked to fair value during 2020. The net
change in fair value of the options during the six months ended
June 30, 2020 resulted in a $6 million decrease to other
financial costs. When the U. S. Steel Call Option was exercised on
December 8, 2020, the other options were legally extinguished and a
new contingent forward asset was recorded for $11 million. As
the contingent forward was a contract to purchase a business, it
was no longer considered a derivative subject to ASC 815,
Derivative Instruments and Hedging Activities,
and was not subject to subsequent fair value adjustments. The
contingent forward asset was removed with the recognition of the
gain on the previously held investment in Big River Steel when the
purchase of the remaining interest closed on January 15, 2021. See
Note 20 to the Consolidated Financial Statements in our Annual
Report on Form 10-K for the year-ended December 31, 2020 and Note 5
for further details.
Prior to exercise of the U. S. Steel Call Option, the options were
marked to fair value each period using a Monte Carlo simulation
which is considered a Level 3 valuation technique. Level 3
valuation techniques include inputs to the valuation methodology
that are considered unobservable and significant to the fair value
measurement. The simulation relied on assumptions that included Big
River Steel's equity value, volatility, the risk-free interest rate
and U. S. Steel's credit spread.
Stelco Option for Minntac Mine Interest
On April 30, 2020 (Effective Date), the Company entered into an
Option Agreement with Stelco, Inc. (Stelco), that grants Stelco the
option to purchase a 25 percent interest (Option Interest) in a
to-be-formed entity (Joint Venture) that will own the Company’s
current iron ore mine located in Mt. Iron, Minnesota (Minntac
Mine). As consideration for the Option, Stelco paid the Company an
aggregate amount of $100 million in five $20 million
installments, which began on the Effective Date and ended on
December 31, 2020 and are recorded net of transaction costs in
noncontrolling interest in the Condensed Consolidated Balance
Sheet. In the event Stelco exercises the option, Stelco will
contribute an additional $500 million to the Joint Venture,
which amount shall be remitted solely to U. S. Steel in
the form of a one-time special distribution, and the parties will
engage in good faith negotiations to finalize the master agreement
(pursuant to which Stelco will acquire the Option Interest) and the
limited liability company agreement of the Joint
Venture.
The following table summarizes U. S. Steel’s financial liabilities
that were not carried at fair value at June 30, 2021 and
December 31, 2020. The fair value of long-term debt was
determined using Level 2 inputs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021 |
|
December 31, 2020 |
(In millions) |
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
Financial liabilities: |
|
|
|
|
|
|
|
Short-term and long-term debt
(a)
|
$ |
6,005 |
|
|
$ |
5,265 |
|
|
$ |
5,323 |
|
|
$ |
4,806 |
|
(a)
Excludes finance lease obligations.
17. Statement
of Changes in Stockholders’ Equity
The following table reflects the first six months of 2021 and 2020
reconciliation of the carrying amount of total equity, equity
attributable to U. S. Steel and equity attributable to
noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2021 (In millions) |
Total |
(Accumulated Deficit) Retained Earnings |
Accumulated
Other
Comprehensive
(Loss) Income |
Common
Stock |
Treasury
Stock |
Paid-in
Capital |
Non-
Controlling
Interest |
Balance at beginning of year |
$ |
3,879 |
|
$ |
(623) |
|
$ |
(47) |
|
$ |
229 |
|
$ |
(175) |
|
$ |
4,402 |
|
$ |
93 |
|
Comprehensive income (loss): |
|
|
|
|
|
|
|
Net earnings |
91 |
|
91 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
Pension and other benefit adjustments |
24 |
|
— |
|
24 |
|
— |
|
— |
|
— |
|
— |
|
Currency translation adjustment |
(47) |
|
— |
|
(47) |
|
— |
|
— |
|
— |
|
— |
|
Derivative financial instruments |
(20) |
|
— |
|
(20) |
|
— |
|
— |
|
— |
|
— |
|
Employee stock plans |
6 |
|
— |
|
— |
|
2 |
|
(7) |
|
11 |
|
— |
|
Common Stock Issued |
790 |
|
— |
|
— |
|
48 |
|
— |
|
742 |
|
— |
|
Dividends paid on common stock |
(3) |
|
— |
|
— |
|
— |
|
— |
|
(3) |
|
— |
|
Balance at March 31, 2021 |
$ |
4,720 |
|
$ |
(532) |
|
$ |
(90) |
|
$ |
279 |
|
$ |
(182) |
|
$ |
5,152 |
|
$ |
93 |
|
Comprehensive income (loss): |
|
|
|
|
|
|
|
Net earnings |
1,012 |
|
1,012 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
Pension and other benefit adjustments |
205 |
|
— |
|
205 |
|
— |
|
— |
|
— |
|
— |
|
Currency translation adjustment |
23 |
|
— |
|
23 |
|
— |
|
— |
|
— |
|
— |
|
Derivative financial instruments |
(31) |
|
— |
|
(31) |
|
— |
|
— |
|
— |
|
— |
|
Employee stock plans |
17 |
|
— |
|
— |
|
— |
|
(1) |
|
18 |
|
— |
|
|
|
|
|
|
|
|
|
Dividends paid on common stock |
(2) |
|
— |
|
— |
|
— |
|
— |
|
(2) |
|
— |
|
|
|
|
|
|
|
|
|
Other |
(1) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1) |
|
Balance at June 30, 2021 |
$ |
5,943 |
|
$ |
480 |
|
$ |
107 |
|
$ |
279 |
|
$ |
(183) |
|
$ |
5,168 |
|
$ |
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Six Months Ended June 30, 2020 (In millions) |
Total |
Retained Earnings (Accumulated Deficit) |
Accumulated
Other
Comprehensive
Loss |
Common
Stock |
Treasury
Stock |
Paid-in
Capital |
Non-
Controlling
Interest |
Balance at beginning of year |
$ |
4,093 |
|
$ |
544 |
|
$ |
(478) |
|
$ |
179 |
|
$ |
(173) |
|
$ |
4,020 |
|
$ |
1 |
|
Comprehensive income (loss): |
|
|
|
|
|
|
|
Net loss |
(391) |
|
(391) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
Pension and other benefit adjustments |
52 |
|
— |
|
52 |
|
— |
|
— |
|
— |
|
— |
|
Currency translation adjustment |
(23) |
|
— |
|
(23) |
|
— |
|
— |
|
— |
|
— |
|
Derivative financial instruments |
(5) |
|
— |
|
(5) |
|
— |
|
— |
|
— |
|
— |
|
Employee stock plans |
2 |
|
— |
|
— |
|
— |
|
(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 |
|