Document

Commenting on the Company’s third quarter performance, U. S. Steel President and Chief Executive Officer, David B. Burritt said, “Third quarter adjusted EBITDA of $319 million demonstrated resilience in our business model despite the weaker average selling prices experienced across our operating segments. The North American Flat-Rolled segment continued to benefit from a strong commercial strategy that leveraged a diverse product mix and a purposeful increase in contracted volumes across the end markets we serve. Our Mini Mill segment, which was impacted by softening market pricing, delivered 11% EBITDA margins when adjusting for $40 million in one-time start-up costs for strategic projects. USSE earnings benefited from a one-time favorable adjustment related to CO2 allocations, which offset pressures from a challenging demand environment in Europe. Tubular earnings were weaker in the third quarter, as expected, reflecting lower benchmark prices.”

Commenting on the Company’s transaction with Nippon Steel Corporation, Burritt noted, “We continue to work towards closing by year-end. Importantly, in September, the Board of Arbitration ruled in favor of U. S. Steel under our basic labor agreement. We are also pleased to see additional commitments from Nippon Steel, which will build upon the existing benefits including the transfer of technologies and further innovations from Nippon Steel's $500 million annual R&D spending, to further strengthen the merits of the transaction. We look forward to delivering these benefits to all of our stakeholders, especially to our hardworking men and women in the Mon Valley and Gary plants, where Nippon Steel has committed to invest at least $1.3 billion, increasing the total capital commitment to at least $2.7 billion."

We expect fourth quarter adjusted EBITDA in the range of $225 million and $275 million. Our North American Flat-Rolled segment results should decrease slightly, driven largely by lower lagging average selling price expectations for the quarter. We expect an improvement in Mini Mill segment results, even after accounting for $25 million of related start-up and one-time construction costs at BR2, reflecting an expected improvement in average selling prices. In Europe, results are expected to be lower given the absence of the positive CO2 allocations and weak underlying demand and pricing conditions. Our Tubular segment results should be largely consistent with the third quarter.


Earnings Highlights
	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in millions, except per share amounts)	2024		2023		2024		2023
Net Sales	$	3,853	$	4,431	$	12,131	$	13,909
Segment earnings (loss) before interest and income taxes
Flat-Rolled	$	106	$	225	$	323	$	449
Mini Mill	(28)		42		99		186
U. S. Steel Europe	7		(13)		13		25
Tubular	(4)		87		82		476
Other	3		7		(3)		(2)
Total segment earnings before interest and income taxes	$	84	$	348	$	514	$	1,134
Other items not allocated to segments	(36)		(71)		(131)		(104)
Earnings before interest and income taxes	$	48	$	277	$	383	$	1,030
Net interest and other financial benefits	(61)		(64)		(174)		(182)
Income tax (benefit) expense	(10)		42		84		237
Net earnings	$	119	$	299	$	473	$	975
Earnings per diluted share	$	0.48	$	1.20	$	1.88	$	3.86

Adjusted net earnings (a)	$	140	$	350	$	557	$	1,028
Adjusted net earnings per diluted share (a)	$	0.56	$	1.40	$	2.21	$	4.07
Adjusted earnings before interest, income taxes, depreciation and amortization (EBITDA) (a)	$	319	$	578	$	1,176	$	1,809
(a) Please refer to the non-GAAP Financial Measures section of this document for the reconciliation of these amounts.


UNITED STATES STEEL CORPORATION
PRELIMINARY SUPPLEMENTAL STATISTICS (Unaudited)
		Three Months Ended September 30,						Nine Months Ended September 30,
		2024			2023			2024			2023
OPERATING STATISTICS
Average realized price: ($/net ton unless otherwise noted) (a)
	Flat-Rolled	993			1,036			1,030			1,045
	Mini Mill	800			901			880			898
	U. S. Steel Europe	802			852			818			910
	U. S. Steel Europe (€/net ton)	730			783			753			840
	Tubular	1,805			2,927			2,062			3,422

Steel shipments (thousands of net tons): (a)
	Flat-Rolled	1,905			2,159			5,999			6,672
	Mini Mill	602			561			1,732			1,807
	U. S. Steel Europe	899			958			2,846			2,875
	Tubular	110			104			333			346
	Total steel shipments	3,516			3,782			10,910			11,700

Intersegment steel (unless otherwise noted) shipments (thousands of net tons):
	Mini Mill to Flat-Rolled	84			145			288			370
	Flat-Rolled to Mini Mill	2			2			3			2
	Flat-Rolled to Mini Mill (pig iron)	83			95			248			210

	Flat-Rolled to USSE (coal)	—			174			258			632

Raw steel production (thousands of net tons):
	Flat-Rolled	2,107			2,390			6,290			7,312
	Mini Mill	732			693			2,174			2,201
	U. S. Steel Europe	970			990			3,029			3,295
	Tubular	159			111			422			411

Raw steel capability utilization: (b)
	Flat-Rolled	63		%	72		%	63		%	74		%
	Mini Mill	88		%	83		%	88		%	89		%
	U. S. Steel Europe	77		%	79		%	81		%	88		%
	Tubular	70		%	49		%	62		%	61		%

CAPITAL EXPENDITURES (dollars in millions)
	Flat-Rolled	114			132			378			375
	Mini Mill	364			423			1,302			1,474
	U. S. Steel Europe	27			24			82			66
	Tubular	6			7			20			24
	Other Businesses	—			—			—			—
	Total	$	511		$	586		$	1,782		$	1,939
(a) Excludes intersegment shipments.
(b) 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 September 30,				Nine Months Ended September 30,
(Dollars in millions, except per share amounts)	2024		2023		2024		2023
Net Sales	$	3,853	$	4,431	$	12,131	$	13,909

Operating expenses (income):
Cost of sales	3,448		3,838		10,742		11,952
Selling, general and administrative expenses	104		118		328		320
Depreciation, depletion and amortization	235		230		662		675
Earnings from investees	(17)		(51)		(76)		(76)
Asset impairment charges	—		—		19		4
Restructuring and other charges	5		18		11		21
Other losses (gains), net	30		1		62		(17)
Total operating expenses	3,805		4,154		11,748		12,879

Earnings before interest and income taxes	48		277		383		1,030
Net interest and other financial benefits	(61)		(64)		(174)		(182)

Earnings before income taxes	109		341		557		1,212
Income tax (benefit) expense	(10)		42		84		237

Net earnings	119		299		473		975
Less: Net earnings attributable to noncontrolling interests	—		—		—		—
Net earnings attributable to United States Steel Corporation	$	119	$	299	$	473	$	975

COMMON STOCK DATA:
Net earnings per share attributable to United States Steel Corporation Stockholders
Basic	$	0.53	$	1.34	$	2.10	$	4.33
Diluted	$	0.48	$	1.20	$	1.88	$	3.86
Weighted average shares, in thousands
Basic	225,095		223,109		224,697		225,311
Diluted	254,060		253,070		254,124		255,080
Dividends paid per common share	$	0.05	$	0.05	$	0.15	$	0.15


UNITED STATES STEEL CORPORATION
CONDENSED CASH FLOW STATEMENT (Unaudited)
		Nine Months Ended September 30,		Nine Months Ended September 30,
(Dollars in millions)		2024		2023
Increase (decrease) in cash, cash equivalents and restricted cash
Operating activities:
	Net earnings	$	473	$	975
	Depreciation, depletion and amortization	662		675
	Asset impairment charges	19		4
	Restructuring and other charges	11		21
	Pensions and other postretirement benefits	(99)		(124)
	Active employee benefit investments	51		20
	Deferred income taxes	141		275
	Working capital changes	(204)		227
	Income taxes receivable/payable	(127)		(86)
	Other operating activities	(216)		(276)
Net cash provided by operating activities		711		1,711

Investing activities:
	Capital expenditures	(1,782)		(1,939)
	Proceeds from sale of assets	3		4
	Other investing activities	(5)		—
Net cash used in investing activities		(1,784)		(1,935)

Financing activities:
	Issuance of long-term debt, net of financing costs	—		241
	Repayment of long-term debt	(46)		(69)
	Common stock repurchased	—		(175)
	Other financing activities	(58)		(50)
Net cash used in financing activities		(104)		(53)

Effect of exchange rate changes on cash		4		(3)

Net decrease in cash, cash equivalents and restricted cash		(1,173)		(280)
Cash, cash equivalents and restricted cash at beginning of year		2,988		3,539

Cash, cash equivalents and restricted cash at end of period		$	1,815	$	3,259


UNITED STATES STEEL CORPORATION
CONDENSED BALANCE SHEET (Unaudited)
		September 30,		December 31,
(Dollars in millions)		2024		2023
Cash and cash equivalents		$	1,773	$	2,948
Receivables, net		1,649		1,548
Inventories		2,039		2,128
Other current assets		305		319
	Total current assets	5,766		6,943

Operating lease assets		82		109
Property, plant and equipment, net		11,665		10,393
Investments and long-term receivables, net		830		761
Intangibles, net		421		436
Goodwill		920		920
Other noncurrent assets		949		889
	Total assets	$	20,633	$	20,451

Accounts payable and other accrued liabilities		2,745		3,028
Payroll and benefits payable		321		442
Short-term debt and current maturities of long-term debt		163		142
Other current liabilities		223		336
	Total current liabilities	3,452		3,948

Noncurrent operating lease liabilities		51		73
Long-term debt, less unamortized discount and debt issuance costs		4,068		4,080
Employee benefits		124		126
Deferred income tax liabilities		732		587
Other long-term liabilities		535		497
United States Steel Corporation stockholders' equity		11,578		11,047
Noncontrolling interests		93		93
	Total liabilities and stockholders' equity	$	20,633	$	20,451


UNITED STATES STEEL CORPORATION
NON-GAAP FINANCIAL MEASURES
RECONCILIATION OF ADJUSTED NET EARNINGS
		Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in millions)		2024				2023				2024				2023
Net earnings and diluted net earnings per share attributable to United States Steel Corporation, as reported		$	119	$	0.48	$	299	$	1.20	$	473	$	1.88	$	975	$	3.86
	Restructuring and other charges	5				18				11				21
	Stock-based compensation expense	10				14				37				37
	Asset impairment charges	—				—				19				4
	VEBA asset surplus adjustment	(9)				(6)				(21)				(36)
	Environmental remediation charges	1				9				4				11
	Strategic alternatives review process costs	18				16				59				16
	Granite City idling costs	—				14				—				14




	Other charges, net	2				1				1				2
Adjusted pre-tax net earnings to United States Steel Corporation		146				365				583				1,044
	Tax impact of adjusted items (a)	(6)				(15)				(26)				(16)
Adjusted net earnings and diluted net earnings per share attributable to United States Steel Corporation		$	140	$	0.56	$	350	$	1.40	$	557	$	2.21	$	1,028	$	4.07
Weighted average diluted ordinary shares outstanding, in millions		254.1				253.1				254.1				255.1
(a) The tax impact of adjusted items for both the three and nine months ended September 30, 2024, and 2023 were calculated using a blended tax rate of 24%.


UNITED STATES STEEL CORPORATION
NON-GAAP FINANCIAL MEASURES
RECONCILIATION OF ADJUSTED EBITDA
		Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in millions)		2024			2023			2024			2023
Reconciliation to Adjusted EBITDA
	Net earnings attributable to United States Steel Corporation	$	119		$	299		$	473		975
	Income tax (benefit) expense	(10)			42			84			237
	Net interest and other financial benefits	(61)			(64)			(174)			(182)
	Depreciation, depletion and amortization expense	235			230			662			675
EBITDA		283			507			1,045			1,705
	Restructuring and other charges	5			18			11			21
	Stock-based compensation expense	10			14			37			37
	Asset impairment charges	—			—			19			4
	Environmental remediation charges	1			9			4			11
	Strategic alternatives review process costs	18			16			59			16
	Granite City idling costs	—			14			—			14


	Other charges, net	2			—			1			1
Adjusted EBITDA		$	319		$	578		$	1,176		$	1,809
	Net earnings margin (a)	3.1		%	6.7		%	3.9		%	7.0		%
	Adjusted EBITDA margin (a)	8.3		%	13.0		%	9.7		%	13.0		%
(a) 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, asset impairment charges, VEBA asset surplus adjustment, environmental remediation charges, strategic alternatives review process costs, Granite City idling costs, 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.

This release contains information regarding the Company and Nippon Steel Corporation ("NSC") 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 between the Company and NSC, 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 or NSC’s control. It is possible that the Company’s or NSC’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 or NSC'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 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 or NSC 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and Form 10-K for the year ended December 31, 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. All information in this report is as of the date above. The Company does not undertake any duty to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations whether as a result of new information, future events or otherwise, except as required by law.

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 25.4 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
	4th		1st		2nd		3rd
	Quarter		Quarter		Quarter		Quarter		Total of the
(Dollars in millions)	2023		2024		2024		2024		Four Quarters
Net cash provided (used) by operating activities	$	389	$	(28)	$	474	$	265	$	1,100
Net cash used in investing activities	(633)		(645)		(630)		(509)		(2,417)
Free cash flow	(244)		(673)		(156)		(244)		(1,317)
Strategic capital expenditures	425		468		468		346		1,707
Investable free cash flow	$	181	$	(205)	$	312	$	102	$	390