x-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the Quarterly Period Ended September 30, 2024


			☐			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)

Delaware

25-1897152

(State or other jurisdiction of incorporation)

(IRS Employer Identification No.)

600 Grant Street,

Pittsburgh,

15219-2800

(Address of principal executive offices)

(Zip Code)

(412) 433-1121

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
United States Steel Corporation Common Stock	X	New York Stock Exchange
United States Steel Corporation Common Stock	X	Chicago Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

Common stock outstanding at October 28, 2024 – 225,170,942 shares

INDEX


			Page
PART I – FINANCIAL INFORMATION
	Item 1.	Financial Statements:
		Condensed Consolidated Statement of Operations (Unaudited)	1
		Condensed Consolidated Statement of Comprehensive Income (Unaudited)	2
		Condensed Consolidated Balance Sheet (Unaudited)	3
		Condensed Consolidated Statement of Cash Flows (Unaudited)	4
		Notes to Condensed Consolidated Financial Statements (Unaudited)	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	41
	Item 4.	Controls and Procedures	41
PART II – OTHER INFORMATION
	Item 1.	Legal Proceedings	43
	Item 1A.	Risk Factors	46
	Item 2	Purchases of Equity Securities by Issuer and Affiliated Purchasers	46
	Item 3	Defaults upon Senior Securities	46
	Item 4.	Mine Safety Disclosure	46
	Item 5.	Other Information	46
	Item 6.	Exhibits	47
SIGNATURE			48
WEB SITE POSTING			48

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report 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, anticipated capital expenditures, the construction or operation of new or existing facilities or capabilities and the costs associated with such matters, statements regarding our greenhouse gas emissions reduction goals, as well as statements regarding the proposed transaction between the Company and Nippon Steel Corporation. 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 between the Company and Nippon Steel Corporation, 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 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, 2023 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, 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.

References in this Quarterly Report on Form 10-Q to (i) "U. S. Steel," "the Company," "we," "us," and "our" refer to United States Steel Corporation and its consolidated subsidiaries unless otherwise indicated by the context and (ii) “Big River Steel” refer to Big River Steel Holdings LLC and its direct and indirect subsidiaries unless otherwise indicated by the context.

UNITED STATES STEEL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in millions, except per share amounts)	2024		2023		2024		2023
Net sales:
Net sales	$	3,219	$	3,943	$	10,192	$	12,375
Net sales to related parties (Note 19)	634		488		1,939		1,534
Total (Note 6)	3,853		4,431		12,131		13,909
Operating expenses (income):
Cost of sales (excludes items shown below)	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 (Note 20)	5		18		11		21

Other losses (gains), net	30		1		62		(17)
Total	3,805		4,154		11,748		12,879
Earnings before interest and income taxes	48		277		383		1,030
Interest expense	5		16		9		63
Interest income	(23)		(39)		(80)		(103)
Loss on debt extinguishment	—		—		2		—
Other financial (benefits) costs	(1)		7		15		19
Net periodic benefit income	(33)		(42)		(99)		(125)
Net gain from investments related to active employee benefits (Note 16)	(9)		(6)		(21)		(36)
Net interest and other financial benefits	(61)		(64)		(174)		(182)
Earnings before income taxes	109		341		557		1,212
Income tax (benefit) expense (Note 12)	(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
Earnings per common share (Note 13):
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

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

-1-

UNITED STATES STEEL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in millions)	2024		2023		2024		2023
Net earnings	$	119	$	299	$	473	$	975
Other comprehensive income (loss), net of tax:
Changes in foreign currency translation adjustments	77		(35)		23		(4)
Changes in pension and other employee benefit accounts	(6)		(13)		(18)		(35)
Changes in derivative financial instruments	—		47		75		36
Changes in fair value of active employee benefit investments	1		1		1		3
Total other comprehensive income, net of tax	72		—		81		—
Comprehensive income including noncontrolling interest	191		299		554		975
Comprehensive income attributable to noncontrolling interest	—		—		—		—
Comprehensive income attributable to United States Steel Corporation	$	191	$	299	$	554	$	975

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

-2-

UNITED STATES STEEL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)


(Dollars in millions)	September 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents (Note 7)	$	1,773	$	2,948
Receivables, less allowance of $40 and $38	1,465		1,390
Receivables from related parties (Note 19)	184		158
Inventories (Note 8)	2,039		2,128
Other current assets	305		319
Total current assets	5,766		6,943
Long-term restricted cash (Note 7)	32		32
Operating lease assets	82		109
Property, plant and equipment	25,856		23,975
Less accumulated depreciation and depletion	14,191		13,582
Total property, plant and equipment, net	11,665		10,393
Investments and long-term receivables, less allowance of $3 in both periods	830		761
Intangibles, net (Note 9)	421		436
Deferred income tax benefits (Note 12)	4		19
Goodwill (Note 9)	920		920
Other noncurrent assets	913		838
Total assets	$	20,633	$	20,451
Liabilities
Current liabilities:
Accounts payable and other accrued liabilities	$	2,547	$	2,889
Accounts payable to related parties (Note 19)	198		139
Payroll and benefits payable	321		442
Accrued taxes	130		222
Accrued interest	55		70
Current operating lease liabilities	38		44
Short-term debt and current maturities of long-term debt (Note 15)	163		142
Total current liabilities	3,452		3,948
Noncurrent operating lease liabilities	51		73
Long-term debt, less unamortized discount and debt issuance costs (Note 15)	4,068		4,080
Employee benefits	124		126
Deferred income tax liabilities (Note 12)	732		587
Deferred credits and other noncurrent liabilities	535		497
Total liabilities	8,962		9,311
Contingencies and commitments (Note 21)
Stockholders’ Equity (Note 17):
Common stock (288,071,084 and 285,959,739 shares issued) (Note 13)	288		286
Treasury stock, at cost (62,905,123 shares and 62,288,523 shares)	(1,447)		(1,418)
Additional paid-in capital	5,291		5,253
Retained earnings	7,319		6,880
Accumulated other comprehensive income (Note 18)	127		46
Total United States Steel Corporation stockholders’ equity	11,578		11,047
Noncontrolling interests	93		93
Total liabilities and stockholders’ equity	$	20,633	$	20,451

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

-3-

UNITED STATES STEEL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


	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
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, depletion and amortization	662		675
Asset impairment charges	19		4

Restructuring and other charges (Note 20)	11		21
Loss on debt extinguishment	2		—
Pensions and other postretirement benefits	(99)		(124)
Active employee benefit investments	51		20
Deferred income taxes (Note 12)	141		275
Net gain on sale of assets	(2)		(2)
Equity investee earnings, net of distributions received	(65)		(75)
Changes in:
Current receivables	(48)		99
Inventories	96		52
Current accounts payable and accrued expenses	(252)		76
Income taxes receivable/payable	(127)		(86)
All other, net	(151)		(199)
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 (Note 15)	—		241
Repayment of long-term debt (Note 15)	(46)		(69)

Common stock repurchased (Note 22)	—		(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 (Note 7)	2,988		3,539
Cash, cash equivalents and restricted cash at end of period (Note 7)	$	1,815	$	3,259


Non-cash investing and financing activities:
Change in accrued capital expenditures	$	(137)	$	(82)
U. S. Steel common stock issued for employee/non-employee director stock plans	45		29
Capital expenditures funded by finance lease borrowings	55		74
Export Credit Agreement (ECA) financing	—		5

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

-4-

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Basis of Presentation and Significant Accounting Policies

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 consolidated 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 such as consideration of forecasted financial information in context with other information reasonably available to us. However, our future assessment of our current expectations 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 consolidated financial statements, including notes, have been prepared in accordance with the applicable rules of the SEC 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, 2023, which should be read in conjunction with these condensed consolidated financial statements.

Agreement and Plan of Merger with Nippon Steel Corporation

On December 18, 2023, the Company entered into an Agreement and Plan of Merger (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”) by and among the Company, Nippon Steel North America, Inc., a New York corporation (“Purchaser”), 2023 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”), and solely as provided in Section 9.13 therein, Nippon Steel Corporation, a Japanese corporation (“NSC”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Purchaser (the “Merger”). On April 12, 2024, the Company obtained the approval of its stockholders required to adopt the Merger Agreement. U. S. Steel stockholders approved the Merger with 98.8% approval of shares voted, satisfying a significant condition to closing. Subject to the terms and conditions set forth in the Merger Agreement, each share of the Company's common stock, par value $1.00 per share, outstanding immediately prior to the effective time of the Merger (the "Effective Time") will, at the Effective Time, automatically be converted into the right to receive $55.00 per share in cash, without interest, subject to any required tax withholding. The Company and NSC are continuing to pursue certain required regulatory approvals in the United States and are working to close in the fourth quarter of 2024. The Company and NSC each received, and are working to respond to, a request for additional information and documentary materials from the U.S. Department of Justice in connection with the antitrust review of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. All required regulatory approvals outside of the United States related to the Merger have been received.

The Merger Agreement requires us to operate in the ordinary course of business and restricts us, without the consent of Purchaser, from taking certain specified actions agreed by the parties to be outside the ordinary course of business until the pending Merger occurs or the Merger Agreement terminates.

2. New Accounting Standards

During the nine months ended September 30, 2024, and the twelve months ended December 31, 2023, there were no accounting standards and interpretations issued which are expected to have a material impact on the Company's financial position, operations or cash flows.

In March 2024, the Securities and Exchange Commission (SEC) adopted final rules that will require certain climate related disclosures. Certain disclosures will be required in a footnote to the audited financial statements beginning in fiscal year 2025. The audited financial statement disclosures include capitalized costs and expenses related to severe weather events and other natural conditions subject to certain materiality thresholds. Beginning in annual disclosures for fiscal year 2026, certain greenhouse gas emission disclosures will also be required. In April 2024, the SEC issued a stay on the rules until legal challenges to the rule are addressed. U. S. Steel is monitoring the legal challenges and assessing the impact of the rules on its disclosures.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 includes requirements that an entity disclose specific categories in the rate reconciliation, provide additional information for reconciling items that are greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate, and income taxes paid by jurisdiction that are greater than 5 percent of total income taxes paid. The standard also requires that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) each disaggregated between domestic and foreign. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. U. S. Steel is currently assessing the impact of ASU 2023-09 on its disclosures.

-5-

In November 2023, the FASB issued Accounting Standards Update 2023-07, Improvements to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 includes requirements that an entity disclose the title of the chief operating decision maker (CODM) and on an interim and annual basis, significant segment expenses and the composition of other segment items for each segment's reported profit. The standard also permits disclosure of additional measures of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. U. S. Steel is currently assessing the impact of ASU 2023-07 on its disclosures.

3. Recently Adopted Accounting Standards

In September 2022, the FASB issued Accounting Standards Update 2022-04, Disclosure of Supplier Finance Program Obligations (ASU 2022-04). ASU 2022-04 requires that an entity disclose certain information about supplier finance programs used in connection with the purchase of goods and services. ASU 2022-04 is effective for all entities with fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, except for the amendment on annual roll-forward information, which is effective for fiscal years beginning after December 15, 2023. U. S. Steel adopted this guidance effective January 1, 2023, with the exception of the amendment on roll-forward information, which will be adopted in our fiscal year beginning on January 1, 2024.

The Company has a supply chain finance (SCF) arrangement with a third-party administrator which allows participating suppliers, at their sole discretion, to make offers to sell payment obligations of the Company prior to their scheduled due dates at a discounted price to a participating financial institution. The third-party administrator entered into a separate agreement with the Export Import Bank of the United States to guarantee 90 percent of supplier obligations sold for up to $95 million. No guarantees or collateral are provided by the Company or any of its subsidiaries under the SCF program, and the Company does not benefit from any preferential payment terms or discounts as a result of supplier participation.

The Company’s goal is to capture overall supplier savings and improve working capital efficiency. The agreements facilitate the suppliers’ ability to sell payment obligations, while providing them with greater working capital flexibility. The Company has no economic interest in the sale of the suppliers’ receivables and no direct financial relationship with the financial institution concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to sell amounts under the arrangements. The SCF program requires the Company to pay the third-party administrator the stated amount of the confirmed participating supplier invoices. The payment terms for confirmed invoices range from 75 to 90 days after the end of the month in which the invoice was issued.

The underlying costs from suppliers that elected to participate in the SCF program are generally recorded in cost of sales in the Company’s Condensed Consolidated Statement of Operations. Amounts due to suppliers who participate in the SCF program are reflected in accounts payable and accrued expenses on the Company’s Condensed Consolidated Balance Sheet and payments on the obligations by our suppliers are included in cash used in operating activities in the Condensed Consolidated Statement of Cash Flows. As of September 30, 2024, accounts payable and accrued expenses included $60 million of outstanding payment obligations which suppliers elected to sell to participating financial institutions.

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 results of our real estate businesses are disclosed in the Other category.

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

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

-6-

The results of segment operations for the three months ended September 30, 2024, and 2023 are:


(In millions) Three Months Ended September 30, 2024	Customer Sales		Intersegment Sales		Net Sales		Earnings from investees		Earnings (loss) before interest and income taxes
Flat-Rolled	$	2,377	$	37	$	2,414	$	13	$	106
Mini Mill	505		77		582		—		(28)
USSE	745		6		751		—		7
Tubular	217		1		218		4		(4)
Total reportable segments	3,844		121		3,965		17		81
Other	9		—		9		—		3
Reconciling Items and Eliminations	—		(121)		(121)		—		(36)
Total	$	3,853	$	—	$	3,853	$	17	$	48

Three Months Ended September 30, 2023
Flat-Rolled	$	2,749	$	85	$	2,834	$	39	$	225
Mini Mill	529		140		669		—		42
USSE	838		6		844		—		(13)
Tubular	314		—		314		12		87
Total reportable segments	4,430		231		4,661		51		341
Other	1		—		1		—		7
Reconciling Items and Eliminations	—		(231)		(231)		—		(71)
Total	$	4,431	$	—	$	4,431	$	51	$	277

-7-

The results of segment operations for the nine months ended September 30, 2024, and 2023 are:


(In millions) Nine Months Ended September 30, 2024	Customer Sales		Intersegment Sales		Net Sales		Earnings from investees		Earnings (loss) before interest and income taxes
Flat-Rolled	$	7,391	$	163	$	7,554	$	58	$	323
Mini Mill	1,593		293		1,886		—		99
USSE	2,406		20		2,426		—		13
Tubular	729		7		736		18		82
Total reportable segments	12,119		483		12,602		76		517
Other	12		—		12		—		(3)
Reconciling Items and Eliminations	—		(483)		(483)		—		(131)
Total	$	12,131	$	—	$	12,131	$	76	$	383

Nine Months Ended September 30, 2023
Flat-Rolled	$	8,275	$	268	$	8,543	$	52	$	449
Mini Mill	1,701		379		2,080		—		186
USSE	2,708		19		2,727		—		25
Tubular	1,217		1		1,218		24		476
Total reportable segments	13,901		667		14,568		76		1,136
Other	8		—		8		—		(2)
Reconciling Items and Eliminations	—		(667)		(667)		—		(104)
Total	$	13,909	$	—	$	13,909	$	76	$	1,030

A summary of total assets by segment is as follows:


(In millions)	September 30, 2024		December 31, 2023
Flat-Rolled	$	7,356	$	7,546
Mini Mill (a)	8,917		7,569
USSE	2,180		2,229
Tubular	956		1,002
Total reportable segments	$	19,409	$	18,346
Other	$	126	$	140
Corporate, reconciling items, and eliminations (b)	1,098		1,965
Total assets	$	20,633	$	20,451

(a) Includes assets of $4.3 billion and $3.0 billion at September 30, 2024, and December 31, 2023, respectively, related to a new technologically advanced flat rolled steelmaking facility, Big River 2 (BR2), near Osceola, Arkansas.

(b) The majority of corporate, reconciling items, and eliminations is comprised of cash and the elimination of intersegment amounts.

-8-

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2024		2023		2024		2023
Items not allocated to segments:
Restructuring and other charges (Note 20)	$	(5)	$	(18)	$	(11)	$	(21)
Stock-based compensation expense (Note 11)	(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)
Total reconciling items	$	(36)	$	(71)	$	(131)	$	(104)

5. Disposition

In July 2024, the Company entered into a purchase and sale agreement with a third party for the sale of substantially all of the Company’s former South Works real property. The Company will convey title of the property to the buyer for expected proceeds of approximately $70 million. This transaction is expected to close within the next 12 months.

In December 2023, production at USS-UPI, LLC ("UPI") was indefinitely idled. The Company has accrued a total of $55 million and $108 million for severance, exit costs and employee benefits as of September 30, 2024 and December 31, 2023, respectively. Payments of $6 million and $51 million for these items were made during the three months and nine months ended September 30, 2024, respectively. The Company has previously committed to, and continues to intend to, pursue the disposition of certain assets related to the UPI facility.

As of September 30, 2024, the South Works property and the UPI facility are recorded as assets held-for-sale which are recorded in Other current assets on the Condensed Consolidated Balance Sheet.

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 immaterial 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 nine months ended September 30, 2024, and 2023, respectively (Net Sales by Product, in millions, excluding intersegment sales):


Three Months Ended September 30, 2024	Flat-Rolled		Mini Mill		USSE		Tubular		Other		Total
Semi-finished	$	9	$	—	$	21	$	—	$	—	$	30
Hot-rolled sheets	325		236		372		—		—		933
Cold-rolled sheets	907		79		53		—		—		1,039
Coated sheets	718		189		264		—		—		1,171
Tubular products	—		—		12		211		—		223
All Other (a)	418		1		23		6		9		457
Total	$	2,377	$	505	$	745	$	217	$	9	$	3,853
(a) Consists primarily of sales of raw materials and coke making by-products.

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Three Months Ended September 30, 2023	Flat-Rolled		Mini Mill		USSE		Tubular		Other		Total
Semi-finished	$	68	$	—	$	43	$	—	$	—	$	111
Hot-rolled sheets	422		263		388		—		—		1,073
Cold-rolled sheets	916		101		61		—		—		1,078
Coated sheets	893		164		312		—		—		1,369
Tubular products	—		—		13		310		—		323
All Other (a)	450		1		21		4		1		477
Total	$	2,749	$	529	$	838	$	314	$	1	$	4,431
(a) Consists primarily of sales of raw materials and coke making by-products.


Nine Months Ended September 30, 2024	Flat-Rolled		Mini Mill		USSE		Tubular		Other		Total
Semi-finished	$	60	$	—	$	70	$	—	$	—	$	130
Hot-rolled sheets	1,223		825		1,199		—		—		3,247
Cold-rolled sheets	2,843		249		192		—		—		3,284
Coated sheets	2,262		515		829		—		—		3,606
Tubular products	—		—		39		716		—		755
All Other (a)	1,003		4		77		13		12		1,109
Total	$	7,391	$	1,593	$	2,406	$	729	$	12	$	12,131
(a) Consists primarily of sales of raw materials and coke making by-products.


Nine Months Ended September 30, 2023	Flat-Rolled		Mini Mill		USSE		Tubular		Other		Total
Semi-finished	$	204	$	—	$	113	$	—	$	—	$	317
Hot-rolled sheets	1,525		926		1,243		—		—		3,694
Cold-rolled sheets	2,775		275		212		—		—		3,262
Coated sheets	2,668		496		1,009		—		—		4,173
Tubular products	—		—		40		1,203		—		1,243
All Other (a)	1,103		4		91		14		8		1,220
Total	$	8,275	$	1,701	$	2,708	$	1,217	$	8	$	13,909
(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)	September 30, 2024		December 31, 2023		September 30, 2023
Cash and cash equivalents	$	1,773	$	2,948	$	3,222
Restricted cash in other current assets	10		8		5
Long-term restricted cash	32		32		32

Total cash, cash equivalents and restricted cash	$	1,815	$	2,988	$	3,259

Amounts included in restricted cash represent cash balances which are legally or contractually restricted, primarily for insurance purposes, environmental liabilities and certain capital projects.

8. Inventories

The last-in, first-out (LIFO) method is the predominant method of inventory costing for our Flat-Rolled and Tubular segments. The first-in, first-out (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 September 30, 2024, and December 31, 2023, the LIFO method accounted for 52 percent and 53 percent of total inventory values, respectively.

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(In millions)	September 30, 2024		December 31, 2023
Raw materials	$	856	$	773
Semi-finished products	776