Document

Commenting on the Company’s performance, U. S. Steel President and Chief Executive Officer David B. Burritt said, “We ended the year with another quarter of strong financial and operational performance, and we did it safely, setting yet another year of record best safety performance. 2023 was a pivotal year in the history of U. S. Steel as our strategic alternatives review process culminated in the signing of a definitive merger agreement with Nippon Steel Corporation. I’m grateful to our talented and hardworking team for successfully serving our stockholders and customers and continuing to execute on our strategic goals while the strategic alternatives review process was conducted. We are excited by the opportunities afforded by the Nippon Steel

Commenting on the Company’s strategic investments, Burritt said, “We continue to execute on our Best for All strategic investments. Last month, we produced our first direct reduced-grade pellets from our investment at our Keetac facility in Minnesota. These DR-grade pellets are feedstock for direct reduced iron, or DRI, a critical input for sustainable steelmaking. This is the latest in a string of successful investment start-ups like our pig iron investment in Indiana. We remain on-track for the start-up of the two remaining strategic projects in 2024 – our dual galvalume®/galvanized coating line in Arkansas at Big River Steel in the second quarter of 2024 and our new state-of-the-art mini mill, Big River 2, in the second half of 2024. Our team at Big River has adeptly managed supply chain, weather, and inflationary challenges throughout the construction period. Our Board has authorized additional capital to ensure BR2 is completed successfully. The Company now expects total capital spend for BR2 will be approximately $3.2 billion."


Earnings Highlights
	Three Months Ended December 31,				Twelve Months Ended December 31,
(Dollars in millions, except per share amounts)	2023		2022		2023		2022
Net Sales	$	4,144	$	4,338	$	18,053	$	21,065
Segment (loss) earnings before interest and income taxes
Flat-Rolled	$	(31)	$	171	$	418	$	2,008
Mini Mill	29		(68)		215		481
U. S. Steel Europe	(21)		(68)		4		444
Tubular	113		205		589		544
Other	(1)		6		(3)		22
Total segment earnings before interest and income taxes	$	89	$	246	$	1,223	$	3,499
Other items not allocated to segments	(320)		(72)		(424)		(339)
(Loss) earnings before interest and income taxes	$	(231)	$	174	$	799	$	3,160
Net interest and other financial benefits	(66)		(51)		(248)		(99)
Income tax (benefit) expense	(85)		51		152		735
Net (loss) earnings	$	(80)	$	174	$	895	$	2,524
(Loss) earnings per diluted share	$	(0.36)	$	0.68	$	3.56	$	9.16

Adjusted net earnings (a)	$	167	$	235	$	1,195	$	2,785
Adjusted net earnings per diluted share (a)	$	0.67	$	0.89	$	4.73	$	10.06
Adjusted earnings before interest, income taxes, depreciation and amortization (EBITDA) (a)	$	330	$	443	$	2,139	$	4,290
(a) Please refer to the non-GAAP Financial Measures section of this document for the reconciliation of these amounts. The prior year was retroactively adjusted to reflect the reclassification of stock-based compensation expense.


UNITED STATES STEEL CORPORATION
PRELIMINARY SUPPLEMENTAL STATISTICS (Unaudited)
		Quarter Ended				Year Ended
		December 31,				December 31,
		2023		2022		2023		2022
OPERATING STATISTICS
Average realized price: ($/net ton unless otherwise noted) (a)
	Flat-Rolled	978		1,086		1,030		1,261
	Mini Mill	807		786		875		1,134
	U. S. Steel Europe	770		957		873		1,090
	U. S. Steel Europe (€/net ton)	716		942		807		1,029
	Tubular	2,390		3,616		3,137		2,978

Steel shipments (thousands of net tons): (a)
	Flat-Rolled	2,034		1,885		8,706		8,373
	Mini Mill	617		636		2,424		2,287
	U. S. Steel Europe	1,024		715		3,899		3,759
	Tubular	132		133		478		523
	Total Steel Shipments	3,807		3,369		15,507		14,942

Intersegment steel (unless otherwise noted) shipments (thousands of net tons):
	Mini Mill to Flat-Rolled	79		36		449		288
	Flat-Rolled to Mini Mill	2		—		4		30
	Flat-Rolled to Mini Mill (pig iron)	103		—		313		—
	Flat-Rolled to USSE	—		—		—		30
	Flat-Rolled to USSE (b)	242		—		874		144

Raw steel production (thousands of net tons):
	Flat-Rolled	2,087		1,952		9,399		8,846
	Mini Mill	752		683		2,953		2,650
	U. S. Steel Europe	1,100		589		4,395		3,839
	Tubular	157		137		568		634

Raw steel capability utilization: (c)
	Flat-Rolled	63	%	59	%	71	%	67	%
	Mini Mill	89	%	82	%	89	%	80	%
	U. S. Steel Europe	87	%	47	%	88	%	77	%
	Tubular	69	%	60	%	63	%	70	%

CAPITAL EXPENDITURES (dollars in millions)
	Flat-Rolled	161		138		536		503
	Mini Mill	425		449		1,899		1,159
	U. S. Steel Europe	43		37		109		90
	Tubular	8		7		32		17
	Other Businesses	—		—		—		—
	Total	637		631		2,576		1,769
(a) Excludes intersegment shipments.
(b) Consists of coal in 2023 and iron ore pellets and fines in 2022.
(c) Based on annual raw steel production capability of 13.2 million net tons for Flat-Rolled, 3.3 million net tons for Mini Mill, 5.0 million net tons for U. S. Steel Europe and 0.9 million net tons for Tubular.


UNITED STATES STEEL CORPORATION
CONDENSED STATEMENT OF OPERATIONS (Unaudited)
	Three Months Ended December 31,				Twelve Months Ended December 31,
(Dollars in millions, except per share amounts)	2023		2022		2023		2022
Net Sales	$	4,144	$	4,338	$	18,053	$	21,065

Operating expenses (income):
Cost of sales	3,851		3,934		15,803		16,777
Selling, general and administrative expenses	181		98		501		422
Depreciation, depletion and amortization	241		197		916		791
Earnings from investees	(39)		(41)		(115)		(243)
Asset impairment charges	125		6		129		163
Restructuring and other charges	15		(9)		36		48
Gain of equity investee transactions	—		(6)		—		(6)
Other gains, net	1		(15)		(16)		(47)
Total operating expenses	4,375		4,164		17,254		17,905

(Loss) earnings before interest and income taxes	(231)		174		799		3,160
Net interest and other financial benefits	(66)		(51)		(248)		(99)

(Loss) earnings before income taxes	(165)		225		1,047		3,259
Income tax (benefit) expense	(85)		51		152		735

Net (loss) earnings	(80)		174		895		2,524
Less: Net earnings attributable to noncontrolling interests	—		—		—		—
Net (loss) earnings attributable to United States Steel Corporation	$	(80)	$	174	$	895	$	2,524

COMMON STOCK DATA:
Net (loss) earnings per share attributable to United States Steel Corporation Stockholders
Basic	$	(0.36)	$	0.75	$	3.98	$	10.22
Diluted	$	(0.36)	$	0.68	$	3.56	$	9.16
Weighted average shares, in thousands
Basic	223,130		232,558		224,761		246,986
Diluted	223,130		262,703		255,360		276,963
Dividends paid per common share	$	0.05	$	0.05	$	0.20	$	0.20


UNITED STATES STEEL CORPORATION
CONDENSED CASH FLOW STATEMENT (Unaudited)
(Dollars in millions)		Twelve Months Ended December 31, 2023		Twelve Months Ended December 31, 2022
Increase (decrease) in cash, cash equivalents and restricted cash
Operating activities:
	Net earnings	$	895	$	2,524
	Depreciation, depletion and amortization	916		791
	Asset impairment charges	129		163
	Restructuring and other charges	36		48
	Pensions and other post-retirement benefits	(157)		(213)
	Active employee benefit investments	32		—
	Deferred income taxes	97		501
	Working capital changes	385		(32)
	Income taxes receivable/payable	(27)		(15)
	Other operating activities	(206)		(262)
Net cash provided by operating activities		2,100		3,505

Investing activities:
	Capital expenditures	(2,576)		(1,769)
	Proceeds from cost reimbursement government grants	—		54
	Proceeds from sale of assets	8		32
	Proceeds from sale of ownership interests in equity investees	—		12
	Other investing activities	—		(8)
Net cash used in investing activities		(2,568)		(1,679)

Financing activities:
	Issuance of long-term debt, net of financing costs	241		343
	Repayment of long-term debt	(89)		(382)
	Common stock repurchased	(175)		(849)
	Proceeds from government incentives	—		82
	Other financing activities	(75)		(62)
Net cash used in financing activities		(98)		(868)

Effect of exchange rate changes on cash		15		(19)

Net (decrease) increase in cash, cash equivalents and restricted cash		(551)		939
Cash, cash equivalents and restricted cash at beginning of year		3,539		2,600

Cash, cash equivalents and restricted cash at end of period		$	2,988	$	3,539


UNITED STATES STEEL CORPORATION
CONDENSED BALANCE SHEET (Unaudited)
		December 31,		December 31,
(Dollars in millions)		2023		2022
Cash and cash equivalents		$	2,948	$	3,504
Receivables, net		1,548		1,635
Inventories		2,128		2,359
Other current assets		319		368
	Total current assets	6,943		7,866

Operating lease assets		109		146
Property, plant and equipment, net		10,393		8,492
Investments and long-term receivables, net		761		840
Intangibles, net		436		478
Goodwill		920		920
Other noncurrent assets		889		716
	Total assets	$	20,451	$	19,458

Accounts payable and other accrued liabilities		3,028		3,016
Payroll and benefits payable		442		493
Short-term debt and current maturities of long-term debt		142		63
Other current liabilities		336		387
	Total current liabilities	3,948		3,959

Noncurrent operating lease liabilities		73		105
Long-term debt, less unamortized discount and debt issuance costs		4,080		3,914
Employee benefits		126		209
Deferred income tax liabilities		587		456
Other long-term liabilities		497		504
United States Steel Corporation stockholders' equity		11,047		10,218
Noncontrolling interests		93		93
	Total liabilities and stockholders' equity	$	20,451	$	19,458


UNITED STATES STEEL CORPORATION
NON-GAAP FINANCIAL MEASURES
RECONCILIATION OF ADJUSTED NET EARNINGS
		Three Months Ended December 31,								Twelve Months Ended December 31,
(In millions of dollars)		2023				2022				2023				2022
Net (loss) earnings and diluted net earnings per share attributable to United States Steel Corporation, as reported		$	(80)	$	(0.36)	$	174	$	0.68	$	895	$	3.56	$	2,524	$	9.16
	Restructuring and other charges	15				(9)				36				48
	Stock-based compensation expense (a)	14				12				51				57
	VEBA asset surplus adjustment	(7)				—				(43)				—
	Asset impairment charges (b)	123				6				127				163
	Environmental remediation charges	—				—				11				13
	Debt extinguishment	—				—				—				(2)
	Strategic alternatives review process costs	63				—				79				—
	Granite City idling costs (b)	107				—				121				—
	United Steelworkers labor agreement signing bonus and related costs (c)	—				67				—				64
	Gains on assets sold & previously held investments	—				(6)				—				(6)
	Pension de-risking	—				(3)				—				(3)
	Other charges, net	10				13				12				11
Adjusted pre-tax net earnings to United States Steel Corporation		245				254				1,289				2,869
	Tax impact of adjusted items (d)	(78)				(19)				(94)				(84)
Adjusted net earnings and diluted net earnings per share attributable to United States Steel Corporation		$	167	$	0.67	$	235	$	0.89	$	1,195	$	4.73	$	2,785	$	10.06
Weighted average diluted ordinary shares outstanding, in millions		254.5				262.7				255.4				277.0
(a) The prior year was retroactively adjusted to reflect the reclassification of stock-based compensation expense. The adjustment was $11 million, $39 million, $9 million and $43 million, net of taxes, for the three and twelve months ended December 31, 2023, and 2022, respectively.
(b) During the three months ended December 31, 2023, the Company recognized charges of $230 million for the indefinite idling of the iron and steel making processes at Granite City Works. This amount includes asset impairment charges of $123 million and other costs of $107 million primarily for take-or-pay commitments and employee-related costs.
(c) The 2022 Labor Agreements include retroactive wage increases. A charge of $3 million pertaining to wages for the month of September 2022 was recognized during the three months ended December 31, 2022. This charge is included as an adjustment to net earnings for the three months ended December 31, 2022, however this amount is not included as an adjustment to net earnings for the year ended December 31, 2022.
(d) The tax impact of adjusted items for the three months and twelve months ended December 31, 2023, is calculated using a blended tax rate of 24% for domestic items and 21% for USSE items. The tax impact of adjusted items in 2022 is calculated for U.S. domestic items using a blended tax rate of 25% for Q1, Q2 and Q3 and 24% for Q4 and for USSE items 21%.


UNITED STATES STEEL CORPORATION
NON-GAAP FINANCIAL MEASURES
RECONCILIATION OF ADJUSTED EBITDA
		Three Months Ended December 31,						Twelve Months Ended December 31,
(Dollars in millions)		2023			2022			2023			2022
Reconciliation to Adjusted EBITDA
	Net (loss) earnings attributable to United States Steel Corporation	$	(80)		$	174		$	895		$	2,524
	Income tax (benefit) expense	(85)			51			152			735
	Net interest and other financial benefits	(66)			(51)			(248)			(99)
	Depreciation, depletion and amortization expense	241			197			916			791
EBITDA		10			371			1,715			3,951
	Restructuring and other charges	15			(9)			36			48
	Stock-based compensation expense (a)	14			12			51			57
	Asset impairment charges (b)	123			6			127			163
	Environmental remediation charges	—			—			11			13
	Strategic alternatives review process costs	63			—			79			—
	Granite City idling costs (b)	107			—			121			—
	United Steelworkers labor agreement signing bonus and related costs (c)	—			67			—			64
	Gains on assets sold & previously held investments	—			(6)			—			(6)
	Other charges, net	(2)			2			(1)			—
Adjusted EBITDA		$	330		$	443		$	2,139		$	4,290
	Net earnings margin (d)	(1.9)		%	4.0		%	5.0		%	12.0		%
	Adjusted EBITDA margin (d)	8.0		%	10.2		%	11.8		%	20.4		%
(a) The prior year was retroactively adjusted to reflect the reclassification of stock-based compensation expense.
(b) During the three months ended December 31, 2023, the Company recognized charges of $230 million for the indefinite idling of the iron and steel making processes at Granite City Works. This amount includes asset impairment charges of $123 million and other costs of $107 million primarily for take-or-pay commitments and employee-related costs.
(c) The 2022 Labor Agreements include retroactive wage increases. A charge of $3 million pertaining to wages for the month of September 2022 was recognized during the three months ended December 31, 2022. This charge is included as an adjustment to net earnings for the three months ended December 31, 2022, however this amount is not included as an adjustment to net earnings for the year ended December 31, 2022.
(d) The net earnings and adjusted EBITDA margins represent net earnings or adjusted EBITDA divided by net sales.

Adjusted net earnings and adjusted net earnings per diluted share are non-GAAP measures that exclude the effects of items that include: restructuring and other charges, stock-based compensation expense, VEBA asset surplus adjustment, asset impairment charges, environmental remediation charges, debt extinguishment, strategic alternatives review process costs, Granite City idling costs, United Steelworkers labor agreement and signing bonus, gains on assets sold & previously held investments, pension de-risking, tax impact of adjusted items and other charges, net (Adjustment Items). Adjusted EBITDA and adjusted EBITDA margins are also non-GAAP measures that exclude the effects of certain Adjustment Items. We present adjusted net earnings, adjusted net earnings per diluted share, adjusted EBITDA and adjusted EBITDA margin to enhance the understanding of our ongoing operating performance and established trends affecting our core operations by excluding the effects of events that can obscure underlying trends. U. S. Steel's management considers adjusted net earnings, adjusted net earnings per diluted share, adjusted EBITDA, and adjusted EBITDA margin as alternative measures of operating performance and not alternative measures of the Company's liquidity. U. S. Steel’s management considers adjusted net earnings, adjusted net earnings per diluted share, adjusted EBITDA, and adjusted EBITDA margin useful to investors by facilitating a comparison of our operating performance to the operating performance of our competitors. Additionally, the presentation of adjusted net earnings, adjusted net earnings per diluted share, adjusted EBITDA, and adjusted EBITDA margin provides insight into management’s view and assessment of the Company’s ongoing operating performance because management does not consider the Adjustment Items when evaluating the Company’s financial performance. Adjusted net earnings, adjusted net earnings per diluted share, adjusted EBITDA, and adjusted EBITDA margin should not be considered a substitute for net earnings, earnings per diluted share or other financial measures as computed in accordance with U.S. GAAP and are not necessarily comparable to similarly titled measures used by other companies.

We also present free cash flow, a non-GAAP measure of cash generated from operations after any investing activity and investable free cash flow, a non-GAAP measure of cash generated from operations after any investing activity adjusted for strategic capital expenditures. We believe that free cash flow and investable free cash flow provide further insight into the Company's overall utilization of cash. A condensed consolidated statement of operations (unaudited), condensed consolidated cash flow statement (unaudited), condensed consolidated balance sheet (unaudited) and preliminary supplemental statistics (unaudited) for U. S. Steel are attached.

This release contains information regarding the Company that may constitute “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws, that are subject to risks and uncertainties. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “target,” “forecast,” “aim,” “should,” “plan,” “goal,” “future,” “will,” “may” and similar expressions or by using future dates in connection with any discussion of, among other things, statements expressing general views about future operating or financial results, operating or financial performance, trends, events or developments that we expect or anticipate will occur in the future, anticipated cost savings, potential capital and operational cash improvements and changes in the global economic environment, the construction or operation of new or existing facilities or capabilities, statements regarding our greenhouse gas emissions reduction goals, as well as statements regarding the proposed transaction, including the timing of the completion of the transaction. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements include all statements that are not historical facts, but instead

represent only the Company’s beliefs regarding future goals, plans and expectations about our prospects for the future and other 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 of the Company 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. In addition, forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company’s historical experience and our present expectations or projections. Risks and uncertainties include without limitation: the ability of the parties to consummate the proposed transaction on a timely basis or at all; the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement and plan of merger relating to the proposed transaction (the “Merger Agreement”); the possibility that the Company’s stockholders may not approve the proposed transaction; the risks and uncertainties related to securing the necessary stockholder approval; the risk that the parties to the Merger Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on its operating results and business generally; and the risk the pending proposed transaction could distract management of the Company. The Company directs readers to its Form 10-K for the year ended December 31, 2022 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and the other documents it files with the SEC for other risks associated with the Company’s future performance. These documents contain and identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements.

This communication relates to the proposed transaction between the United States Steel Corporation (the “Company”) and NSC. In connection with the proposed transaction, the Company has filed and will file relevant materials with the United States Securities and Exchange Commission (“SEC”), including the Company’s proxy statement on Schedule 14A (the “Proxy Statement”), a preliminary version of which was filed with the SEC on January 24, 2024. The information in the preliminary Proxy Statement is not complete and may be changed. The definitive Proxy Statement will be filed with the SEC and delivered to stockholders of the Company. The Company may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Proxy Statement or for any other document that may be filed with the SEC in connection with the proposed transaction. The proposed transaction will be submitted to the Company’s stockholders for their consideration. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT (A PRELIMINARY FILING OF WHICH HAS BEEN MADE WITH THE SEC), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, NSC AND THE PROPOSED TRANSACTION.

NSC, the Company and their directors, and certain of their executive officers and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the proposed transaction. Information regarding the directors and executive officers of the Company who may, under the rules of the SEC, be deemed participants in the solicitation of the Company’s stockholders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement, a preliminary version of which was filed with the SEC on January 24, 2024. Information about these persons is included in each company’s annual proxy statement and in other documents subsequently filed with the SEC, and was included in the preliminary version of the Proxy Statement filed with the SEC. Free copies of the Proxy Statement and such other materials may be obtained as described in the preceding paragraph.

Founded in 1901, United States Steel Corporation is a leading steel producer. With an unwavering focus on safety, the Company’s customer-centric Best for All® strategy is advancing a more secure, sustainable future for U. S. Steel and its stakeholders. With a renewed emphasis on innovation, U. S. Steel serves the automotive, construction, appliance, energy, containers, and packaging industries with high value-added steel products such as U. S. Steel’s proprietary XG3® advanced high-strength steel. The Company also maintains competitively advantaged iron ore production and has an annual raw steelmaking capability of 22.4 million net tons. U. S. Steel is headquartered in Pittsburgh, Pennsylvania, with world-class operations across the United States and in Central Europe. For more information, please visit www.ussteel.com.


UNITED STATES STEEL CORPORATION
NON-GAAP FINANCIAL MEASURES
RECONCILIATION OF PAST TWELVE MONTHS OF FREE AND INVESTABLE CASH FLOW
	1st		2nd		3rd		4th
	Quarter		Quarter		Quarter		Quarter		Total of the
(Dollars in millions)	2023		2023		2023		2023		Four Quarters
Net cash provided by operating activities	$	181	$	713	$	817	$	389	$	2,100
Net cash used in investing activities	(738)		(612)		(585)		(633)		(2,568)
Free cash flow	(557)		101		232		(244)		(468)
Strategic capital expenditures	565		476		423		425		1,889
Investable free cash flow	$	8	$	577	$	655	$	181	$	1,421