UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2017March 31, 2023
Or
[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     .
usslogoa01a01a01a05.jpg
Commission file number1-16811
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United States Steel Corporation
(Exact name of registrant as specified in its charter)
Delaware1-1681125-1897152
(State or other
jurisdiction of
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
600 Grant Street, Pittsburgh, PAPittsburgh,PA15219-2800
(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 classTrading SymbolName of each exchange on which registered
United States Steel Corporation Common StockXNew York Stock Exchange
United States Steel Corporation Common StockXChicago 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. YesPx Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [P] x No []o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitiondefinitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerP
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
Emerging growth company(a) __
(Do not check if a smaller reporting company)
(a)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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐No x
YesNoP
Common stock outstanding at October 26, 2017April 24, 2023174,994,464226,455,114 shares






INDEX

Page
PART I – FINANCIAL INFORMATION
Item 1.Financial Statements:
Item 2.
Item 3.
Item 4.
PART II – OTHER INFORMATION
Item 1.
Item 1A.
Item 2
Item 3
Item 4.
Item 5.
Item 6.






CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


This report contains information that may constitute “forward-looking statements” within the meaning of Section 2727A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.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”“plan,” “goal,” “future,” “will,” "may" and similar expressions or by using future dates in connection with any discussion of, among other things, the construction or operation of new or existing facilities or operating capabilities, the timing, size and form of share repurchase transactions, operating or financial performance, trends, events or developments that we expect or anticipate will occur in the future, statements relating to volume growth,changes, share of sales and earnings per share growth,changes, anticipated cost savings, potential capital and operational cash improvements, changes in the global economic environment, including supply and demand conditions, inflation, interest rates, supply chain disruptions and changes in prices for our products, international trade duties and other aspects of international trade policy, statements regarding our future strategies, products and innovations, statements regarding our greenhouse gas emissions reduction goals, statements regarding existing or new regulations 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, 2016,2022 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” refers 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 March 31,
(Dollars in millions, except per share amounts)20232022
Net sales:
Net sales$3,912 $4,843 
Net sales to related parties (Note 19)558 391 
Total (Note 6)4,470 5,234 
Operating expenses (income):
Cost of sales (excludes items shown below)3,953 3,823 
Selling, general and administrative expenses99 117 
Depreciation, depletion and amortization221 198 
Loss (earnings) from investees13 (36)
Asset impairment charges4 
Restructuring and other charges (Note 20)1 17 
Net gains on sale of assets(2)(2)
Other gains, net(8)(7)
Total4,281 4,116 
Earnings before interest and income taxes189 1,118 
Interest expense27 50 
Interest income(30)(1)
Other financial costs6 
Net periodic benefit income(42)(61)
Net gain from investments related to active employee benefits (Note 16)(22)— 
Net interest and other financial benefits(61)(10)
Earnings before income taxes250 1,128 
Income tax expense (Note 12)51 246 
Net earnings199 882 
Less: Net earnings attributable to noncontrolling interests — 
Net earnings attributable to United States Steel Corporation$199 $882 
Earnings per common share (Note 13):
Earnings per share attributable to United States Steel Corporation stockholders:
'-Basic
$0.87 $3.37 
'-Diluted
$0.78 $3.02 
  Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
(Dollars in millions, except per share amounts) 2017 2016 2017 2016
Net sales:        
Net sales $2,976
 $2,370
 $8,176
 $6,716
Net sales to related parties (Note 18) 272
 316
 941
 895
Total 3,248
 2,686
 9,117
 7,611
Operating expenses (income):        
Cost of sales (excludes items shown below) 2,829
 2,360
 8,115
 7,193
Selling, general and administrative expenses 89
 73
 265
 206
Depreciation, depletion and amortization 118
 126
 376
 384
Earnings from investees (9) (18) (29) (91)
Gain on equity investee transactions (Note 4) (21) 
 (21) 
Gain associated with retained interest in U. S. Steel Canada Inc. (Note 21) 
 
 (72) 
Impairment of intangible assets 
 14
 
 14
Restructuring and other charges (Note 19) (2) (3) 30
 1
Net (gain) loss on disposal of assets (1) 3
 (2) 6
Other income, net 
 (1) (5) (1)
Total 3,003
 2,554
 8,657
 7,712
Earnings (loss) before interest and income taxes 245
 132
 460
 (101)
Interest expense 60
 58
 173
 173
Interest income (5) (2) (13) (5)
Loss on debt extinguishment 31
 
 32
 22
Other financial costs 12
 6
 37
 18
     Net interest and other financial costs (Note 7) 98
 62
 229
 208
Earnings (loss) before income taxes 147
 70
 231
 (309)
Income tax provision (Note 9) 
 19
 3
 26
Net earnings (loss) 147
 51
 228
 (335)
Less: Net earnings attributable to noncontrolling interests 
 
 
 
Net earnings (loss) attributable to United States Steel Corporation $147
 $51
 $228
 $(335)
Earnings (loss) per common share (Note 10):        
Earnings (loss) per share attributable to United States Steel Corporation stockholders:        
-Basic $0.84
 $0.32
 $1.30
 $(2.22)
-Diluted $0.83
 $0.32
 $1.29
 $(2.22)








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

-1-



UNITED STATES STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)

  Three Months Ended 
 September 30,
 Nine Months Ended 
 September 30,
(Dollars in millions) 2017 2016 2017 2016
Net earnings (loss) $147
 $51
 $228
 $(335)
Other comprehensive income (loss), net of tax:        
Changes in foreign currency translation adjustments 44
 10
 149
 41
Changes in pension and other employee benefit accounts 55
 48
 146
 (134)
Other 8
 (4) 6
 17
Total other comprehensive income (loss), net of tax 107
 54
 301
 (76)
Comprehensive income (loss) including noncontrolling interest 254
 105
 529
 (411)
Comprehensive income attributable to noncontrolling interest 
 
 
 
Comprehensive income (loss) attributable to United States Steel Corporation $254
 $105
 $529
 $(411)





































Three Months Ended March 31,
(Dollars in millions)20232022
Net earnings$199 $882 
Other comprehensive income (loss), net of tax:
Changes in foreign currency translation adjustments32 (28)
Changes in pension and other employee benefit accounts(10)(3)
Changes in derivative financial instruments(44)22 
Changes in fair value of active employee benefit investments3 — 
Total other comprehensive loss, net of tax(19)(9)
Comprehensive income including noncontrolling interest180 873 
Comprehensive income attributable to noncontrolling interest — 
Comprehensive income attributable to United States Steel
Corporation
$180 $873 
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) (Unaudited) 
 September 30, 
 2017
 December 31,  
 2016
(Dollars in millions)March 31, 2023December 31, 2022
Assets    Assets
Current assets:    Current assets:
Cash and cash equivalents $1,694
 $1,515
Receivables, less allowance of $29 and $25 1,317
 976
Receivables from related parties, less allowance of $0 and $265 (Notes 18 and 21) 210
 272
Inventories (Note 11) 1,737
 1,573
Cash and cash equivalents (Note 7)Cash and cash equivalents (Note 7)$2,837 $3,504 
Receivables, less allowance of $38 in both periodsReceivables, less allowance of $38 in both periods1,649 1,485 
Receivables from related parties (Note 19)Receivables from related parties (Note 19)159 150 
Inventories (Note 8)Inventories (Note 8)2,541 2,359 
Other current assets 43
 20
Other current assets362 368 
Total current assets 5,001
 4,356
Total current assets7,548 7,866 
Long-term restricted cash (Note 7)Long-term restricted cash (Note 7)32 31 
Operating lease assetsOperating lease assets134 146 
Property, plant and equipment 14,781
 14,196
Property, plant and equipment21,806 21,222 
Less accumulated depreciation and depletion 10,670
 10,217
Less accumulated depreciation and depletion12,931 12,730 
Total property, plant and equipment, net 4,111
 3,979
Total property, plant and equipment, net8,875 8,492 
Investments and long-term receivables, less allowance of $11 and $10 470
 528
Long-term receivables from related parties, less allowance of $0 and $1,627 (Notes 18 and 21) 
 
Intangibles, net (Note 5) 169
 175
Deferred income tax benefits (Note 9) 
 6
Investments and long-term receivables, less allowance of $3 and $4Investments and long-term receivables, less allowance of $3 and $4830 840 
Intangibles, net (Note 9)Intangibles, net (Note 9)467 478 
Deferred income tax benefits (Note 12)Deferred income tax benefits (Note 12)7 10 
Goodwill (Note 9)Goodwill (Note 9)920 920 
Other noncurrent assets 127
 116
Other noncurrent assets727 675 
Total assets $9,878
 $9,160
Total assets$19,540 $19,458 
Liabilities    Liabilities
Current liabilities:    Current liabilities:
Accounts payable and other accrued liabilities $2,018
 $1,602
Accounts payable and other accrued liabilities$3,004 $2,873 
Accounts payable to related parties (Notes 18 and 21) 79
 66
Accounts payable to related parties (Note 19)Accounts payable to related parties (Note 19)171 143 
Payroll and benefits payable 333
 400
Payroll and benefits payable388 493 
Accrued taxes 157
 128
Accrued taxes267 271 
Accrued interest 62
 85
Accrued interest46 67 
Short-term debt and current maturities of long-term debt (Note 13) 3
 50
Current operating lease liabilitiesCurrent operating lease liabilities48 49 
Short-term debt and current maturities of long-term debt (Note 15)Short-term debt and current maturities of long-term debt (Note 15)91 63 
Total current liabilities 2,652
 2,331
Total current liabilities4,015 3,959 
Long-term debt, less unamortized discount and debt issuance costs (Note 13) 2,896
 2,981
Noncurrent operating lease liabilitiesNoncurrent operating lease liabilities95 105 
Long-term debt, less unamortized discount and debt issuance costs (Note 15)Long-term debt, less unamortized discount and debt issuance costs (Note 15)3,901 3,914 
Employee benefits 1,119
 1,216
Employee benefits146 209 
Deferred income tax liabilities (Note 9) 29
 28
Deferred income tax liabilities (Note 12)Deferred income tax liabilities (Note 12)479 456 
Deferred credits and other noncurrent liabilities 374
 329
Deferred credits and other noncurrent liabilities509 504 
Total liabilities 7,070
 6,885
Total liabilities9,145 9,147 
Contingencies and commitments (Note 20) 
 
Stockholders’ Equity (Note 16):    
Common stock (176,424,554 shares issued) (Note 10) 176
 176
Treasury stock, at cost (1,466,183 and 2,614,378 shares) (92) (182)
Contingencies and commitments (Note 21)Contingencies and commitments (Note 21)
Stockholders’ Equity (Note 17):Stockholders’ Equity (Note 17):
Common stock (284,758,061 and 282,487,412 shares issued) (Note 13)Common stock (284,758,061 and 282,487,412 shares issued) (Note 13)285 283 
Treasury stock, at cost (57,645,467 shares and 54,089,559 shares)Treasury stock, at cost (57,645,467 shares and 54,089,559 shares)(1,301)(1,204)
Additional paid-in capital 3,937
 4,027
Additional paid-in capital5,205 5,194 
Accumulated deficit (18) (250)
Accumulated other comprehensive loss (Note 17) (1,196) (1,497)
Retained earningsRetained earnings6,217 6,030 
Accumulated other comprehensive loss (Note 18)Accumulated other comprehensive loss (Note 18)(104)(85)
Total United States Steel Corporation stockholders’ equity 2,807
 2,274
Total United States Steel Corporation stockholders’ equity10,302 10,218 
Noncontrolling interests 1
 1
Noncontrolling interests93 93 
Total liabilities and stockholders’ equity $9,878
 $9,160
Total liabilities and stockholders’ equity$19,540 $19,458 
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)

Three Months Ended March 31,
(Dollars in millions)20232022
Increase (decrease) in cash, cash equivalents and restricted cash
Operating activities:
Net earnings$199 $882 
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, depletion and amortization221 198 
Asset impairment charges4 
Restructuring and other charges (Note 20)1 17 
Pensions and other postretirement benefits(41)(60)
Active employee benefit investments(3)— 
Deferred income taxes (Note 12)38 121 
Net gain on sale of assets(2)(2)
Equity investee loss (earnings), net of distributions received13 (36)
Changes in:
Current receivables(178)(355)
Inventories(167)(467)
Current accounts payable and accrued expenses298 360 
Income taxes receivable/payable10 140 
All other, net(212)(33)
Net cash provided by operating activities181 771 
Investing activities:
Capital expenditures(740)(349)
Proceeds from sale of assets2 
Other investing activities (7)
Net cash used in investing activities(738)(352)
Financing activities:
Issuance of long-term debt, net of financing costs (Note 15) 
Repayment of long-term debt (Note 15)(10)(6)
Common stock repurchased (Note 22)(75)(123)
Proceeds from government incentives (Note 21) 82 
Other financing activities(32)(28)
Net cash used in financing activities(117)(71)
Effect of exchange rate changes on cash8 (7)
Net (decrease) increase in cash, cash equivalents and restricted cash(666)341 
Cash, cash equivalents and restricted cash at beginning of year (Note 7)3,539 2,600 
Cash, cash equivalents and restricted cash at end of period (Note 7)$2,873 $2,941 
  Nine Months Ended 
 September 30,
(Dollars in millions) 2017 2016
Increase (decrease) in cash and cash equivalents    
Operating activities:    
Net earnings (loss) $228
 $(335)
Adjustments to reconcile to net cash provided by operating activities:    
Depreciation, depletion and amortization 376
 384
Gain associated with retained interest in U. S. Steel Canada Inc. (Note 21) (72) 
Gain on equity investee transactions (Note 4) (21) 
Impairment of intangible assets 
 14
Restructuring and other charges (Note 19) 30
 1
Provision for doubtful accounts 1
 
Pensions and other postretirement benefits 42
 (38)
Deferred income taxes 7
 9
Net (gain) loss on disposal of assets (2) 6
Distributions received, net of equity investees earnings (18) (86)
Changes in:    
Current receivables (214) (127)
Inventories (123) 339
Current accounts payable and accrued expenses 121
 279
Income taxes receivable/payable 15
 14
Bank checks outstanding 12
 15
All other, net 159
 105
Net cash provided by operating activities 541
 580
Investing activities:    
Capital expenditures (291) (268)
Disposal of assets 
 6
Change in restricted cash, net (1) (3)
Proceeds from sale of ownership interest in equity investee (Note 22) 105
 
Investments, net
 (3) (17)
Net cash used in investing activities (190) (282)
Financing activities:    
Issuance of long-term debt, net of financing costs 737
 958
Repayment of long-term debt (902) (1,019)
Settlement of contingent consideration 
 (15)
Net proceeds from public offering of common stock 
 482
Dividends paid (26) (22)
Taxes paid for equity compensation plans (Note 3) (10) (3)
Receipts from exercise of stock options 14
 4
Net cash (used in) provided by financing activities (187) 385
Effect of exchange rate changes on cash 15
 7
Net increase in cash and cash equivalents 179
 690
Cash and cash equivalents at beginning of year 1,515
 755
Cash and cash equivalents at end of period $1,694
 $1,445

Non-cash investing and financing activities:
Change in accrued capital expenditures$(226)$22 
U. S. Steel common stock issued for employee/non-employee director stock plans28 45 
Capital expenditures funded by finance lease borrowings24 
Export Credit Agreement (ECA) financing1 — 
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
United States Steel Corporation (U. S. Steel, or the Company), produces and sells steel products, including flat-rolled and tubular products, in North America and Central Europe. Operations in North America also include iron ore and coke production facilities, railroad services and real estate operations. Operations in Europe also include coke production facilities.
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.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 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, 2016,2022, which should be read in conjunction with these condensed financial statements.
Change in
2.    New Accounting Estimate - Capitalization and Depreciation MethodStandards
During 2017, U. S. Steel completed a review of its accounting policy for property, plant and equipment depreciated on a group basis. As a result of this review, U. S. Steel changed its accounting method for property, plant and equipment from the group method of depreciation to the unitary method of depreciation, effective as of January 1, 2017. The Company believes the change from the group method to the unitary method of depreciation is preferable under U.S. GAAP as it will result in a more precise estimate of depreciation expense. Additionally, the change to the unitary method of depreciation is consistent with the depreciation method applied by our competitors, and improves the comparability of our results to the results of our competitors. Our change in the method of depreciation is considered a change in accounting estimate effected by a change in accounting principle and has been applied prospectively. Due to the application of the unitary method of depreciation and resultant change in our capitalization policy, maintenance and outage spending that had previously been expensed as well as capital investments associated with our asset revitalization program will now be capitalized if it extends the useful life of the related asset.
When property, plant, and equipment are disposed of by sale, retirement, or abandonment, the gross value of the property, plant and equipment and corresponding accumulated depreciation are removed from the Company’s financial accounting records. Due to the application of the unitary method of depreciation, any gain or loss resulting from an asset disposal by sale will now be immediately recognized as a gain or loss on the disposal of assets line in our consolidated statement of operations. Assets that are retired or abandoned will be reflected as an immediate charge to depreciation expense for any remaining book value in our consolidated statement of operations. Gains (losses) on disposals of assets for the three and nine months ended September 30, 2017 were immaterial.
For the three months ended September 30, 2017, the effect of the change was an increase in both income from continuing operationsMarch 31, 2023, there were no accounting standards and net earnings of $95 million (which consists ofinterpretations issued which are expected to have a $97 million decrease in cost of sales due to the capitalization of maintenance and outage spending that would have been previously expensed, partially offset by increased depreciation expense of $2 million, as a result of thematerial impact of unitary depreciation on the existing net book value of fixed assets, as noted below, and the capitalization of maintenance and outage spending) and an increase in diluted earnings per share of $0.54. For the nine months endedCompany's financial position, operations or cash flows.
3.    Recently Adopted Accounting Standards
In September 30, 2017, the effect of the change was an increase in both income from continuing operations and net earnings of $205 million (which consists of a $233 million decrease in cost of sales due to the capitalization of maintenance and outage spending that would have been previously expensed, partially offset by increased depreciation expense of $28 million, as a result of the impact of unitary depreciation on the existing net book value of fixed assets, as noted below, and the capitalization of maintenance and outage spending) and an increase in diluted earnings per share of $1.16. The tax effect of this change was immaterial to the consolidated financial statements.
U. S. Steel's property, plant and equipment totaled $3,979 million at December 31, 2016. U. S. Steel allocated the existing net book value of group assets at the transition date to approximate a unitary depreciation methodology, and the fixed assets are being depreciated over their estimated remaining useful lives as follows:


 (In millions)
                                                                          Remaining Useful Life of Assets
Net Book Value at December 31, 2016
Under 5 years$597
6-10 years629
11-15 years765
16-20 years654
21-25 years363
Over 25 years479
Assets not subject to depreciation492
Total$3,979
2.    New Accounting Standards

In August 2017,2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)2022-04, Disclosure of Supplier Finance Program Obligations (ASU 2022-04). ASU 2017-12, Derivatives2022-04 requires that an entity disclose certain information about supplier finance programs used in connection with the purchase of goods and Hedging (Topic 815): Targeted Improvements to Accountingservices. ASU 2022-04 is effective for Hedging Activities (ASU 2017-12),all entities with fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, except for the amendment on roll-forward information, which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. ASU 2017-12 is effective for fiscal years beginning after December 15, 20182023. 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 $200 million. No guarantees or collateral are provided by the Company or any of its subsidiaries under the SCF program.
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 March 31, 2023, accounts payable and accrued expenses included $107 million of outstanding payment obligations which suppliers elected to sell to participating financial institutions.
In October 2021, the FASB issued Accounting Standards Update 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for public companies with fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption of all amendments in the same period permitted. U. S. Steel is currently evaluating the impact the adoption of ASU 2017-12 will have on its Consolidated Financial Statements, but does not expect there to be a material impact.

On May 10, 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation: Scope of Modification Accounting (ASU 2017-09). The amendments included in ASU 2017-09 provideadopted this guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting. The amendments in this update will be applied prospectively to an award modified on or after the adoption date. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, with early adoption permitted. U. S. Steel is currently evaluating the impact the adoption of ASU 2017-09 will have on its Consolidated Financial Statements, but does not expect there to be a material impact.
On March 10, 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (ASU 2017-07). ASU 2017-07 requires an employer who offers defined benefit and post retirement benefit plans to report the service cost component of the net periodic benefit cost in the same line item or items as other compensation cost arising from services rendered by employees during the period. The other components of net periodic benefit costs are required to be presented on a retrospective basis in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net periodic benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net periodic benefit cost must be disclosed. The ASU also allows for the service cost component of net periodic benefit cost to be eligible for capitalization into inventory when applicable. ASU 2017-07 is effective for periods beginning after December 15, 2017, including interim periods within those annual periods; early adoption is permitted. The adoption of this ASU will not have an impact on U. S. Steel's net earnings (loss) but will be a reclassification from a line on the income statement within earnings (loss) before interest and income taxes to a line on the income statement below earnings (loss) before interest and income taxes.
On August 26, 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). ASU 2016-15 reduces diversity in practice in how certain transactions are classified in the statement of cash flows by addressing eight specific cash receipt and cash payment issues. ASU 2016-15 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. U. S. Steel is evaluating the financial statement implications of adopting ASU 2016-15, but anticipates it will not have an overall impact to the Company's consolidated statement of cash flows, but may result in a reclassification between cash flow line items.


On February 25, 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02). ASU 2016-02 supersedes prior lease accounting guidance. Under ASU 2016-02, for operating leases, a lessee should recognize in its statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term; recognize a single lease cost, which is allocated over the lease term, generally on a straight line basis, and classify all cash payments within the operating activities in the statement of cash flows. For financing leases, a lessee is required to recognize a right-of-use asset and a lease liability; recognize interest on the lease liability separately from amortization of the right-of-use asset, and classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability within the operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and lease liabilities. In addition, at the inception of a contract, an entity should determine whether the contract is, or contains a lease. ASU 2016-02 is effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, using a modified retrospective approach. U. S. Steel is currently evaluating the financial statement implications of adopting ASU 2016-02, and has begun an inventory of its global leasing arrangements. U. S. Steel has also begun to review its information technology systems, internal controls, and accounting policies in relation to the ASU’s accounting and reporting requirements to recognize the respective right-of-use assets and the related lease liabilities.
On May 28, 2014, the FASB and the International Accounting Standards Board issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016; early application is not permitted. On August 12, 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date (ASU 2015-14). ASU 2015-14 defers the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, and only permits entities to adopt the standard one year earlier as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. U. S. Steel has completed a review of its significant customer contracts and is finalizing its evaluation of those contracts in relation to the recognition of revenue under the new standard. U. S. Steel is currently developing disclosures, finalizing its review of information technology systems, and key internal controls related to our ability to process, record and account for revenue under the new standard. U. S. Steel does not expect a material financial statement impact related to the full retrospective adoption of this ASU on January 1, 2018.2023 and will apply it to any future business combinations.
3.    Recently Adopted Accounting Standards
On March 30, 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (ASU 2016-09). ASU 2016-09 simplifies the accounting and reporting of certain aspects of share-based payment transactions, including income tax treatment of excess tax benefits, forfeitures, classification of share-based awards as either equity or liabilities, and classification in the statement of cash flows for certain share-based transactions related to tax benefits and tax payments. ASU 2016-09 was effective for public business entities for annual periods beginning after December 15, 2016.
On January 1, 2017, the Company adopted the provisions of ASU 2016-09. The adoption of ASU 2016-09 did not have a significant impact on the Company’s Consolidated Financial Statements and included the following items: (1) adoption on a prospective basis of the recognition of excess tax benefits and tax deficiencies in the Company’s income tax expense line in the Consolidated Statement of Operations for vested and exercised equity awards as discrete items in the period in which they occur; (2) adoption on a prospective basis of the classification of excess tax benefits in cash flows from operations in the Company’s Consolidated Statement of Cash Flows; (3) adoption on a retrospective basis of the classification of cash paid by the Company for directly withholding shares for tax withholding purposes in cash flows from financing activities, and (4) adoption on a prospective basis for the exclusion of the amount of excess tax benefits when applying the treasury stock method for the Company’s diluted earnings per share calculation.
Additionally, the Company continues to withhold the statutory minimum taxes for participants in the Company’s stock-based compensation plans and estimates forfeiture rates at the grant date and the expected term of its equity awards based on historical results.
On July 22, 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory(ASU 2015-11). ASU 2015-11 requires an entity to measure most inventory at the lower of cost and net realizable value, thereby


simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. ASU 2015-11 does not apply to inventories that are measured using either the last-in, first-out (LIFO) method or the retail inventory method. ASU 2015-11 was effective for public entities for financial statements issued for fiscal years beginning after December 15, 2016. U. S. Steel adopted ASU 2015-11 on January 1, 2017. The adoption did not have a significant financial statement impact to U. S. Steel.
4.    Segment Information
U. S. Steel has threefour reportable segments: North American Flat-Rolled Products (Flat-Rolled), which consists of the following three commercial entities that directly interact with our customers and service their needs: (1) automotive solutions, (2) consumer solutions, and (3) industrial, service center and mining solutions;Mini Mill, U. S. Steel Europe (USSE); and Tubular Products (Tubular). The results of our railroad and real estate businesses that do not constitute reportable segments are combined and disclosed in the Other Businesses category.
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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 Businessescategory does not include net interest and other financial costs (income), income taxes, postretirement benefit expenses (other than service cost and amortization of prior service cost for active employees)stock-based compensation expense, and certain other items that management believes are not indicative of future results. Information on segment assets is not disclosed, as it is not reviewed by the chief operating decision maker. The chief operating decision maker assesses the Company's assets on an enterprise wide level, based upon the projects that yield the greatest return to the Company as a whole, and not on an individual segment level.

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 Businesses based on measures of activity that management believes are reasonable.
The results of segment operations for three months ended September 30, 2017 and 2016 are:


(In millions)                                                                                Three Months Ended September 30, 2017
 Customer
Sales
 Intersegment
Sales
 Net
Sales
 Earnings
(Loss)
from
Investees
 Earnings (Loss) Before Interest and Income Taxes
Flat-Rolled $2,249
 $42
 $2,291
 $7
 $160
USSE 710
 1
 711
 
 73
Tubular 276
 
 276
 2
 (7)
Total reportable segments 3,235
 43
 3,278
 9
 226
Other Businesses 13
 29
 42
 
 12
Reconciling Items and Eliminations 
 (72) (72) 
 7
Total $3,248
 $
 $3,248
 $9
 $245

          
Three Months Ended September 30, 2016          
Flat-Rolled $1,986
 $
 $1,986
 $18
 $114
USSE 575
 1
 576
 
 81
Tubular 114
 
 114
 1
 (75)
Total reportable segments 2,675
 1
 2,676
 19
 120
Other Businesses 11
 27
 38
 (1) 18
Reconciling Items and Eliminations 
 (28) (28) 
 (6)
Total $2,686
 $
 $2,686
 $18
 $132




The results of segment operations for the ninethree months ended September 30, 2017March 31, 2023 and 20162022 are:
(In millions) Three Months Ended March 31, 2023Customer
Sales
Intersegment
Sales
Net
Sales
(Loss) earnings
from
investees
(Loss) earnings before interest and income taxes(a)
Flat-Rolled$2,570 $90 $2,660 $(16)$(7)
Mini Mill553 70 623  12 
USSE838 6 844  (34)
Tubular505 1 506 3 232 
Total reportable segments4,466 167 4,633 (13)203 
Other4  4  3 
Reconciling Items and Eliminations (167)(167) (17)
Total$4,470 $ $4,470 $(13)$189 
Three Months Ended March 31, 2022
Flat-Rolled$2,954 $52 $3,006 $30 $529 
Mini Mill718 130 848 — 278 
USSE1,251 1,255 — 264 
Tubular309 312 77 
Total reportable segments5,232 189 5,421 36 1,148 
Other— — 
Reconciling Items and Eliminations— (189)(189)— (37)
Total$5,234 $— $5,234 $36 $1,118 
(a) (Loss) earnings before interest and income taxes has been updated for three months ended March 31, 2022 for Flat-Rolled and Reconciling Items and Eliminations. This is the result of a retroactive adjustment for the reclassification of stock-based compensation expense as an item not allocated to segment results. See the schedule of reconciling items to consolidated earnings before interest and income taxes below for further details.
A summary of total assets by segment is as follows:
(In millions)March 31, 2023December 31, 2022
Flat-Rolled$8,109 $7,936 
Mini Mill(a)
6,176 5,787 
USSE6,199 5,823 
Tubular1,163 1,140 
Total reportable segments$21,647 $20,686 
Other$142 $141 
Corporate, reconciling items, and eliminations(b)
(2,249)(1,369)
Total assets$19,540 $19,458 
(a)Includes assets of $1.7 billion and $1.4 billion at March 31, 2023 and December 31, 2022, respectively, related to Big River 2 (BR2) under construction in Osceola, Arkansas.
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(In millions) Nine Months Ended September 30, 2017
 Customer
Sales
 Intersegment
Sales
 Net
Sales
 Earnings
(Loss)
from
Investees
 Earnings (Loss) Before Interest and Income Taxes
Flat-Rolled $6,265
 $154
 $6,419
 $24
 $288
USSE 2,123
 25
 2,148
 
 215
Tubular 682
 
 682
 6
 (93)
Total reportable segments 9,070
 179
 9,249
 30
 410
Other Businesses 47
 89
 136
 (1) 34
Reconciling Items and Eliminations 
 (268) (268) 
 16
Total $9,117
 $
 $9,117
 $29
 $460
           
Nine Months Ended September 30, 2016          
Flat-Rolled $5,643
 $16
 $5,659
 $88
 $(68)
USSE 1,616
 2
 1,618
 
 122
Tubular 303
 2
 305
 5
 (217)
Total reportable segments 7,562
 20
 7,582
 93
 (163)
Other Businesses 49
 80
 129
 (2) 42
Reconciling Items and Eliminations 
 (100) (100) 
 20
Total $7,611
 $
 $7,611
 $91
 $(101)
(b)The majority of corporate, reconciling items, and eliminations is comprised of cash and the elimination of intersegment amounts.
The following is a schedule of reconciling items to Earnings (Loss) Before Interestconsolidated earnings before interest and Income Taxes:income taxes:
Three Months Ended March 31,
(In millions)20232022
Items not allocated to segments:
Restructuring and other charges (Note 20)$(1)$(17)
Stock-based compensation expense (Note 11)(11)(16)
Other charges, net(5)(4)
Total reconciling items$(17)$(37)

5.    Disposition
  Three Months Ended September 30, Nine Months Ended September 30,
(In millions) 2017 2016 2017 2016
Items not allocated to segments:        
Postretirement benefit (expense) income(a)
 $(14) $8
 $(42) $36
Other items not allocated to segments:        
Loss on shutdown of certain tubular assets(b)
 
 
 (35) 
Gain on equity investee transactions(c)
 21
 
 21
 
Gain associated with retained interest in U. S. Steel Canada Inc. (Note 21)
 
 
 72
 
Impairment of intangible assets (Note 5) 
 (14) 
 (14)
Restructuring and other charges and adjustments(d)
 
 
 
 (2)
Total other items not allocated to segments 21
 (14) 58
 (16)
Total reconciling items $7
 $(6) $16
 $20

(a) ConsistsThe Company has previously committed to, and continues to intend to, pursue the disposition of certain assets related to a component of its flat-rolled business. As of March 31, 2023, the Company accrued a total of $120 million for severance and exit costs, of which $102 million and $18 million is recorded in accounts payable and accrued expenses and payroll and benefits payable, respectively, on the Condensed Consolidated Balance Sheet. $1 million of these charges were incurred during the first quarter 2023. No payments for these charges have been made as of March 31, 2023.
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 net periodic benefit cost elements, other than service costreportable business segments for the three months ended March 31, 2023 and amortization2022, respectively:

Net Sales by Product (In millions):
Three Months Ended March 31, 2023Flat-RolledMini MillUSSETubularOtherTotal
Semi-finished$59 $ $32 $ $ $91 
Hot-rolled sheets554 332 348   1,234 
Cold-rolled sheets901 72 71   1,044 
Coated sheets853 148 340   1,341 
Tubular products  12 500  512 
All Other (a)
203 1 35 5 4 248 
Total$2,570 $553 $838 $505 $4 $4,470 
(a) Consists primarily of sales of raw materials and coke making by-products.

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Three Months Ended March 31, 2022Flat-RolledMini MillUSSETubularOtherTotal
Semi-finished$49 $— $$— $— $50 
Hot-rolled sheets514 399 593 — — 1,506 
Cold-rolled sheets971 92 139 — — 1,202 
Coated sheets1,196 224 483 — — 1,903 
Tubular products— — 15 306 — 321 
All Other (a)
224 20 252 
Total$2,954 $718 $1,251 $309 $$5,234 
(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 prior service cost for active employees, associated with our defined pension, retiree health carecash, cash equivalents and life insurance benefit plans.
(b) Includedrestricted cash reported within U. S. Steel's Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in Restructuring and other charges on the Condensed Consolidated Statement of Operations. See Note 19Cash Flows:
(In millions)March 31, 2023December 31, 2022March 31, 2022
Cash and cash equivalents$2,837 $3,504 $2,866 
Restricted cash in other current assets4 17 
Restricted cash in other noncurrent assets32 31 58 
      Total cash, cash equivalents and restricted cash$2,873 $3,539 $2,941 

Amounts included in restricted cash represent cash balances which are legally or contractually restricted, primarily for electric arc furnace construction, environmental liabilities and other capital projects and insurance purposes.
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 March 31, 2023 and December 31, 2022, the LIFO method accounted for 41 percent and 43 percent of total inventory values, respectively.
(In millions)March 31, 2023December 31, 2022
Raw materials$1,213 $1,098 
Semi-finished products900 811 
Finished products386 398 
Supplies and sundry items42 52 
Total$2,541 $2,359 
Current acquisition costs were estimated to exceed the Consolidated Financial Statements.
(c) The gain inabove inventory values by $1.6 billion and $1.2 billion at March 31, 2023 and December 31, 2022, respectively. As a result of the liquidation of LIFO inventories, cost of sales decreased and earnings before interest and income taxes increased by $9 million and $8 million for the three and nine month periods ended September 30, 2017 primarily relates to the sale of the Company's ownership interest in Tilden Mining Company L.C. See Note 22 to the Consolidated Financial Statements.
(d) For the nine months ended September 30, 2016, approximately $(2) million is included in Cost of salesMarch 31, 2023 and approximately $4 million is included in the Restructuring2022, respectively.
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9.     Intangible Assets and other charges in the Consolidated Statement of Operations. See Note 19 to the Consolidated Financial Statements.


5.     Intangible AssetsGoodwill
Intangible assets that are being amortized on a straight-line basis over their estimated useful lives and are detailed below:
As of March 31, 2023As of December 31, 2022
(In millions)Useful
Lives
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Customer relationships22 Years$413 $42 $371 $413 $37 $376 
Patents5-15 Years17 12 5 17 12 
Energy Contract2 Years54 38 16 54 32 22 
Total amortizable intangible assets$484 $92 $392 $484 $81 $403 
  
 As of September 30, 2017 As of December 31, 2016
(In millions) Useful
Lives
 Gross
Carrying
Amount
 Accumulated
Amortization
 Net
Amount
 Gross
Carrying
Amount
 Accumulated
Amortization
 Net
Amount
Customer relationships 12 Years $132
 $63
 $69
 $132
 $59
 $73
Patents 5-12 Years 22
 4
 18
 22
 2
 20
Other 4-10 Years 14
 7
 7
 14
 7
 7
Total amortizable intangible assets 
 $168
 $74
 $94
 $168
 $68
 $100
Amortization expense was $11 million and $10 million for the three months ended March 31, 2023 and 2022, respectively.
Total estimated amortization expense for the remainder of 2023 is $31 million. We expect approximately $98 million in total amortization expense from 2024 through 2028 and approximately $263 million in remaining amortization expense thereafter.
The carrying amount of acquired water rights with indefinite lives as of September 30, 2017March 31, 2023 and December 31, 20162022 totaled $75 million. The acquired water rights are tested for impairment annually in the third quarter, or whenever events or circumstances indicate the carrying value may not be recoverable. U. S. Steel performed
Below is a quantitative impairment evaluationsummary of its acquired water rights during the third quarter of 2017. Based on the results of the evaluation, the water rights were not impaired.
The research and development activities of the Company's acquired indefinite lived in-process research and development patents was completed during the fourth quarter of 2016 and the carrying amount of the patents is being amortized over the useful lives of the patents (approximately 10 years). As a result of the quantitative impairment evaluation of its in-process research and development patents during the third quarter of 2016, an impairment charge of approximately $14 million was recorded during three months ended September 30, 2016.
Identifiable intangible assets with finite lives are reviewed for impairment whenever events or circumstances indicate the carrying values may not be recoverable.
Amortization expense was $2 million for both of the three month periods ended September 30, 2017 and 2016, respectively, and $6 million for both of the nine month periods endedSeptember 30, 2017 and 2016, respectively. The estimated future amortization expense of identifiable intangible assets during the next five years is $2 million for the remaining portion of 2017 and $9 million each year from 2018 to 2021.
6.    Pensions and Other Benefits
The following table reflects the components of net periodic benefit cost (income)goodwill by segment for the three months ended September 30, 2017March 31, 2023:
Flat-RolledMini MillUSSETubularTotal
Balance at December 31, 2022$ $916 $4 $ $920 
Additions     
Balance at March 31, 2023$ $916 $4 $ $920 
10.    Pensions and 2016:
  Pension
Benefits
 Other
Benefits
 
(In millions) 2017 2016 2017 2016 
Service cost $13
 $14
 $4
 $5
 
Interest cost 59
 64
 23
 25
 
Expected return on plan assets (98) (106) (16) (38) 
Amortization of prior service cost 
 2
 8
 6
 
Amortization of actuarial net loss 37
 33
 1
 1
 
Net periodic benefit cost (income), excluding below 11
 7
 20
 (1) 
Multiemployer plans 15
 16
 
 
 
Settlement, termination and curtailment losses 1
 10
 
 
 
Net periodic benefit cost (income) $27
 $33
 $20
 $(1) 
Other Benefits
The following table reflects the components of net periodic benefit (income) cost (income) for the ninethree months ended September 30, 2017March 31, 2023 and 2016:2022:

Pension BenefitsOther Benefits
(In millions)2023202220232022
Service cost$8 $11 $1 $
Interest cost55 39 17 12 
Expected return on plan assets(82)(89)(15)(22)
Amortization of prior service cost (credit)5 — (6)(7)
Amortization of actuarial net loss (gain)3 18 (18)(13)
Net periodic benefit income, excluding below(11)(21)(21)(28)
Multiemployer plans21 19  — 
Settlement, termination and curtailment losses (a)
   
Net periodic benefit cost (income)$10 $(1)$(21)$(28)
(a) During the three months ended March 31, 2022, pension benefits incurred special termination charges of approximately $1 million due to workforce restructuring.

  Pension
Benefits
 Other
Benefits
 
(In millions) 2017 2016 2017 2016 
Service cost $37
 $40
 $13
 $15
 
Interest cost 177
 194
 70
 74
 
Expected return on plan assets (292) (316) (49) (113) 
Amortization of prior service cost 
 8
 22
 19
 
Amortization of actuarial net loss 111
 97
 3
 2
 
Net periodic benefit cost (income), excluding below 33
 23
 59
 (3) 
Multiemployer plans 44
 48
 
 
 
Settlement, termination and curtailment losses 5
 13
 
 
 
Net periodic benefit cost (income) $82
 $84
 $59
 $(3) 
SettlementsEmployer Contributions
During the first ninethree months of 2017 and 2016, the non-qualified pension plan incurred settlement charges of approximately $5 million and $13 million, respectively, due to lump sum payments for certain individuals.
Employer Contributions
During the first nine months of 2017,2023, U. S. Steel made cash payments of $44$20 million to the Steelworkers’Steelworkers Pension Trust and $11$2 million of pension payments not funded by trusts.

During the first ninethree months of 2017,2023, cash payments of $44$9 million were made for other postretirement benefit payments not funded by trusts.

Company contributions to defined contribution plans totaled $12 million and $11 million and $10 million infor the three months ended September 30, 2017March 31, 2023 and 2016, respectively. Company contributions to defined contribution plans totaled $30 million and $32 million for the nine months ended September 30, 2017 and 2016, respectively.

Pension Funding
In October 2017, U. S. Steel's Board of Directors authorized voluntary contributions to U. S. Steel's trust for its defined benefit pension of up to $200 million through the end of 2018.

Non-retirement postemployment benefits
U. S. Steel recorded a favorable adjustment associated with a change in estimate that resulted in a benefit of approximately $2 million and $3 million for the three and nine months ended September 30, 2017, respectively, compared to costs of $9 million and $7 million for the three and nine months ended September 30, 2016, respectively, related to employee costs for supplemental unemployment benefits and the continuation of health care benefits and life insurance coverage for employees associated with the temporary idling of certain facilities and reduced production at others. Payments for these benefits during the three and nine months ended September 30, 2017 were $3 million and $16 million, respectively. Payments for these benefits during the three and nine months ended September 30, 2016 were $19 million and $58 million,2022, respectively.
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7.    Net Interest and Other Financial Costs


Net interest and other financial costs includes interest expense (net of capitalized interest), interest income, financing costs, derivatives gains and losses and foreign currency remeasurement gains and losses. Foreign currency gains and losses are primarily a result of foreign currency denominated assets and liabilities that require remeasurement and the impacts of euro-U.S. dollar derivatives activity. During the three months ended September 30, 2017 and 2016, net foreign currency losses of $6 million and $1 million respectively, were recorded in other financial costs. During the nine months ended September 30, 2017 and 2016, net foreign currency losses of $21 million and $2 million respectively, were recorded in other financial costs. Additionally, during the nine months ended September 30, 2017 and 2016, there were losses on debt extinguishments recognized of $32 million and $22 million, respectively.
See Note 12 for additional information on U. S. Steel’s use of derivatives to mitigate its foreign currency exchange rate exposure. See Note 13 for further details on U. S. Steel's redemption of its senior debt.



8.    11.    Stock-Based Compensation Plans


U. S. Steel has outstanding stock-based compensation awards that were granted by the Compensation & Organization Committee (the Committee) of the Board of Directors, (the Committee)or its designee, under the 2005 Stock Incentive Plan (the 2005 Plan) and the 2016 Omnibus Incentive Compensation Plan, as amended and restated (the Omnibus Plan), which are more fully described in Note 14 of the United States Steel Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and the 2017 Proxy Statement.. On April 26, 2016, the Company's stockholders approved the Omnibus Plan and, between 2016 and the present, authorized the Company to issue up to 7,200,00032,700,000 shares in the aggregate of U. S. Steel common stock under the Omnibus Plan. The Company's stockholders authorized the issuance of an additional 6,300,000 shares under the Omnibus Plan on April 25, 2017. 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 September 30, 2017,March 31, 2023, there were 12,350,8056,188,771 shares available for future grants under the Omnibus Plan.


Recent grants of stock-based compensation consist of stock options, restricted stock units, and total shareholderstockholder return (TSR) performance awards and return on capital employed (ROCE) performance awards. Stock options are generally issued at the market priceShares of the underlying stock on the date of the grant. Upon exercise of stock options, shares of U. S. Steel common stock under the Omnibus Plan are issued from treasuryauthorized, but unissued stock. The following table is a general summary of the awards made under the 2005 Plan and the Omnibus Plan during the first ninethree months of 20172023 and 2016.2022.
20232022
Grant Details
Shares(a)
Fair Value(b)
Shares(a)
Fair Value(b)
Restricted Stock Units1,274,520 $29.90 1,169,470 $24.27 
Performance Awards (c)
     TSR185,120 $37.41 225,030 $28.53 
     ROCE (d)
357,020 $29.35 396,280 $23.60 
 2017 2016
Grant Details
Shares(a)
Fair Value(b)
 
Shares(a)
Fair Value(b)
Stock Options647,780
$17.28
 1,333,210
$6.24
Restricted Stock Units344,500
$36.27
 1,117,495
$14.27
TSR Performance Awards (c)
169,850
$40.72
 308,130
$10.02
(a) The share amounts shown in this table do not reflect an adjustment for estimated forfeitures.
(b) Represents the per share weighted-averageweighted average for all grants during the period.
(c) The number of performance awards shown represents the target valueshare grant of the award.

(d) A portion of ROCE awards granted in 2023 and 2022are not shown in the table because they were granted in cash.

U. S. Steel recognized pretax stock-based compensation expense in the amount of $6 million and $5 million in the three month periods ended September 30, 2017 and 2016, respectively, and $21$11 million and $16 million in the first nine months of 2017three-month periods ended March 31, 2023 and 2016,2022, respectively.


As of September 30, 2017,March 31, 2023, total future compensation expense related to nonvested stock-based compensation arrangements was $24$79 million,, and the weighted average period over which this expense is expected to be recognized is approximately 1 year.26 months.


Compensation expense forStock Options
There have been no stock options is recorded overgranted since 2017 other than the vesting171,000 performance-based stock options granted in December 2021, which are further described below.

The 171,000 performance-based stock options granted in December 2021, which were valued using a lattice model, do not become vested and exercisable until the Company's 20-trading day average closing stock price meets or exceeds the following stock price hurdles during the seven-year period basedbeginning on the fair value on thegrant date, of grant, as calculated by U. S. Steel using the Black-Scholes model and the assumptions listed below.follows:

20-trading day Average Closing Stock Price Achievement During 7-Year Period Beginning on Grant Date(a)
Percentage of Performance-Based Stock Options Exercisable
$35.00 33.33 %
$45.00 33.33 %
$55.00 33.34 %
(a) The stock options vest ratably over a three-year service period and have a term of ten years.$35.00 tranche vested in April 2022.

Black-Scholes Assumptions(a)
 2017 Grants2016 Grants
Grant date price per share of option award $36.94
$14.78
Exercise price per share of option award $36.94
$14.78
Expected annual dividends per share, at grant date $0.20
$0.20
Expected life in years 5.0
5.0
Expected volatility 57%53%
Risk-free interest rate 1.97%1.46%
Grant date fair value per share of unvested option awards as calculated from above $17.28
$6.24
(a) The assumptions represent a weighted average of all grants during the period.
The expected annual dividends per share are based on the latest annualized dividend rate at the date of grant; the expected life in years is determined primarily from historical stock option exercise data; the expected volatility is based on the historical volatility of U. S. Steel stock; and the risk-free interest rate is based on the U.S. Treasury strip rate for the expected life of the option.



Stock Awards
Restricted stock units awarded as part of annual grants generally vest ratably over three years. TheTheir fair value is the average market price of the underlying common stock on the date of the 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 as a function ofif U. S. Steel'sSteel’s total shareholder return compared to the total shareholder return of a peer group of peer companies overmeets performance criteria during the three-yearthree-year performance period. TSR is calculated as follows: 20 percent for each year in the three-year performance period and 40 percent for the full three-year period. TSR performance awards canmay vest and payout 50 percent at between zero and 200the threshold level, 100 percent of at the target award.level and 200 percent at the maximum level for payouts. Payment for performance in between the threshold percentages will be interpolated. The fair value of the TSR performance awards is calculated using a Monte-Carlo simulation.

9.    
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ROCE performance awards may vest at the end of a three-year performance period contingent upon meeting ROCE performance goals approved by the Committee. For the 2022 and 2023 ROCE performance awards, each year in the three-year performance period is weighted at 20 percent and the full three-year period is weighted at 40 percent of the total award. ROCE performance awards may vest and payout 50 percent at the threshold level, 100 percent at the target level and 200 percent at the maximum level for payouts. Payment for performance in between the threshold percentages will be interpolated. The fair value of the ROCE performance awards is the average market price of the underlying common stock on the date of grant.

In December 2021 and August 2022, special performance-based restricted stock unit awards (PSUs) were granted to members of the Company’s executive leadership team. Shares are earned based on the achievement of certain pre-set quantitative performance criteria during the four-year performance period, January 1, 2022 through December 31, 2025. Shares may vest following the expiration of the Performance Period if the Company satisfies the performance criteria.

The Chief Executive Officer was granted PSUs that vest with the following, equally weighted, performance metrics: (i) EBITDA margin expansion, (ii) greenhouse gas emissions intensity reduction, (iii) asset portfolio optimization, (iv) leverage metrics and (v) corporate relative valuation. Other members of the executive leadership team were granted PSUs that vest with performance criteria related to: (i) on time and on budget completion of BR2 (30% of the grant), (ii) EBITDA margin expansion (40% of the grant) and (iii) greenhouse gas emissions intensity reduction (30% of the grant).

For the PSU awards, a payout is achievable at threshold (50% of target), target (100% of target) or maximum (200% of target) performance achievement. Payout amounts will be interpolated between the threshold, target and maximum amounts.
12.    Income Taxes
Tax provision
For the ninethree months endedSeptember 30, 2017 March 31, 2023, and 2016, we2022, the Company recorded a tax provision of $3$51 million on our pretax earnings of $231and $246 million, and a tax provision of $26 million on our pretax loss of $309 million, respectively. Included in the tax provision in the first nine months of 2017 is a benefit of $13 million related to the carryback of specified liability losses to prior years, as well as a benefit of $25 million related to the Company’s intent to claim a refund of Alternative Minimum Tax credits pursuant to a provision in the Protecting Americans from Tax Hikes Act. As a result, the provision recorded in the third quarter of 2017 was immaterial. Due to the full valuation allowance on our domestic deferred tax assets in 2016 and 2017, the tax provision does not reflect any benefit for domestic pretax losses.

The tax provisionprovisions for the first ninethree months of 2017 is2023 and 2022 were based on an estimated annual effective rate, which requires management to make its best estimate of annual pretax income or loss.loss and discrete items recognized during the period, if applicable.
During
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 20172023 pretax results for U.S. and foreign income or loss vary from estimates applied herein, the actual tax provision or benefit recognized in 20172023 could be materially different from the forecasted amount used to estimate the tax provision for the ninethree months endedSeptember March 31, 2023.

In March 2022, the Company and the Arkansas Economic Development Commission entered into the Recycling Tax Credit Incentive Agreement, whereby the Company may earn state income tax credits in an amount equal to 30 2017.
Deferred taxes
Each quarter U. S. Steel analyzespercent of the likelihood that our deferred tax assets willcost of waste reduction, reuse, or recycling equipment, subject to meeting the requirements of the Arkansas Code Ann. Section 26-51-506, for BR2 which is under construction in Osceola, Arkansas. Documentation supporting the Company's investment in qualifying equipment must be realized. A valuation allowance is recorded if, based on the weightsubmitted as part of all available positive and negative evidence, it is more likely than not that some portion, or all, of a deferred tax asset may not be realized.

At September 30, 2017, U. S. Steel reviewed all available positive and negative evidence and determined that it is more likely than not that all of its net domestic deferred tax assets may not be realized.

U. S. Steel will continue to monitor the realizability of its deferred tax assets on a quarterly basis. In the future, if we determine that realization is more likely than notan application for deferred tax assets with a valuation allowance, the related valuation allowance will be reduced, and we will record a non-cash benefit to earnings.
Unrecognized tax benefits
Unrecognized tax benefits are the differences between a tax position taken, orcertification expected to be taken,completed on or before 2025. In March 2022, the Company received a lump-sum payment of approximately $82 million as proceeds from the sale of a portion of expected future tax credits to be earned by the Company (see Note 21 for additional information). The Company estimates that it could earn tax credits in excess of $700 million, exclusive of the amount sold in March 2022, which the Company will recognize in the year the assets are placed into service and meet the requirements of Arkansas Code Ann. Section 26-51-506. Any unused tax credit that cannot be claimed in a tax returnyear may be carried forward indefinitely by the Company and applied to its future state tax liability.

On August 16, 2022, H.R. 5376 (commonly called the benefit recognizedInflation Reduction Act of 2022) was signed into law, which, among other things, implemented a corporate alternative minimum tax (CAMT) of 15 percent on net book income of certain large corporations adjusted for accounting purposes pursuantcertain items prescribed by the legislation. The tax provision for the three months ended March 31, 2023 reflects the impact of CAMT, which is not material to the guidance in ASC Topic 740 on income taxes. As of September 30, 2017 and December 31, 2016, the total amount of gross unrecognized tax benefits was$71 million and $72 million, respectively. The total amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate was $10 million as of September 30, 2017 and $9 million as of December 31, 2016.Condensed Consolidated Financial Statements.
U. S. Steel records interest related to uncertain tax positions as a part of net interest and other financial costs in the Consolidated Statement of Operations. Any penalties are recognized as part of selling, general and administrative expenses. As of September 30, 2017 and December 31, 2016, U. S. Steel had accrued liabilities of $6 million and $4 million, respectively, for interest and penalties related to uncertain tax positions.



10.    13.    Earnings and Dividends Per Common Share
Earnings (Loss) Per Share Attributable to United States Steel Corporation Stockholders
BasicThe effect of dilutive securities on weighted average common shares outstanding included in the calculation of diluted earnings (loss) per common share is based onfor the weighted average numberthree months ended March 31, 2023 and March 31, 2022 were as follows.
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Three Months Ended March 31,
(Dollars in millions, except per share amounts)20232022
Earnings attributable to United States Steel Corporation stockholders:
Basic$199 $882 
Interest expense on Senior Convertible Notes, net of tax3 
Diluted$202 $885 
Weighted-average shares outstanding (in thousands):
Basic227,332 261,453 
Effect of Senior Convertible Notes26,194 26,194 
Effect of stock options, restricted stock units and performance awards3,921 5,620 
Diluted257,447 293,267 
Earnings per share attributable to United States Steel Corporation stockholders:
Basic$0.87 $3.37 
Diluted$0.78 $3.02 
Excluded from the computation of common shares outstanding during the period.
Diluteddiluted earnings (loss) per common share assumesdue to their anti-dilutive effect were 0.9 million and 0.6 million outstanding securities granted under the exercise of stock options,Omnibus Plan for the vesting of restricted stock unitsthree months ended March 31, 2023 and performance awards, provided in each case the effect is dilutive.2022, respectively.
The computations for basic and diluted earnings (loss) per common share from continuing operations are as follows:
  Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in millions, except per share amounts) 2017 2016 2017 2016
Earnings (loss) attributable to United States Steel Corporation stockholders $147
 $51
 $228
 $(335)
Weighted-average shares outstanding (in thousands): 
 
 
 
Basic 175,003
 160,513
 174,684
 151,199
Effect of stock options, restricted stock units and performance awards 1,481
 1,187
 1,652
 
Adjusted weighted-average shares outstanding, diluted 176,484
 161,700
 176,336
 151,199
Basic earnings (loss) per common share $0.84
 $0.32
 $1.30
 $(2.22)
Diluted earnings (loss) per common share $0.83
 $0.32
 $1.29
 $(2.22)
The following table summarizes the securities that were antidilutive, and therefore, were not included in the computations of diluted earnings (loss) per common share:
  Three Months Ended September 30, Nine Months Ended 
 September 30,
(In thousands) 2017 2016 2017 2016
Securities granted under the 2005 Stock Incentive Plan, as amended and the 2016 Omnibus Incentive Compensation Plan, as amended 2,679
 4,613 1,677
 9,568

Dividends Paid Per Share
The dividend for each of the first three quartersquarter of 20172023 and 20162022 was five cents per common share.share, respectively.
11.    Inventories
Inventories are carried at the lower of cost or market for last-in, first-out (LIFO) inventories and lower of cost and net realizable value for first-in, first-out (FIFO) method inventories. The LIFO method is the predominant method of inventory costing in the United States. The FIFO method is the predominant method of inventory costing in Europe. At September 30, 2017 and December 31, 2016, the LIFO method accounted for 74 percent and 75 percent of total inventory values, respectively.
(In millions) September 30, 2017 December 31, 2016
Raw materials $442
 $449
Semi-finished products 837
 686
Finished products 405
 375
Supplies and sundry items 53
 63
Total $1,737
 $1,573
Current acquisition costs were estimated to exceed the above inventory values by $757 million and $489 million at September 30, 2017 and December 31, 2016, respectively. The impact from the liquidation of LIFO inventories


was immaterial in the three and nine months ended September 30, 2017. Cost of sales decreased and earnings (loss) before interest and income taxes increased by $21 million for the three months ended September 30, 2016 as a result of the liquidation of LIFO inventories. For the nine months ended September 30, 2016, cost of sales increased and earnings (loss) before interest and income taxes decreased by $54 million as a result of the liquidation of LIFO inventories.
Inventory includes $46 million and $54 million of property held for residential or commercial development as of September 30, 2017 and December 31, 2016, respectively.
12.    14.    Derivative Instruments
U. S. Steel is exposed touses foreign currency exchange rate risks as a result of our European operations. USSE’s revenues are primarily in euros and costs are primarily in U.S. dollars and euros. In addition, cash requirements may be funded by intercompany loans, creating intercompany monetary assets and liabilities in currencies other than the functional currency of the entities involved and affect income when remeasured at the end of each period.
U. S. Steel uses euro forward sales contracts (foreign exchange forwards) with maturities no longer than 12up to 20 months to exchange euros for U.S. dollars to manage our currency requirements and exposure to foreign currency exchange rate fluctuations. Derivative instruments are required to be recognized atThe USSE and Flat-Rolled segments use hedge accounting for their foreign exchange forwards. The Mini Mill segment has foreign exchange forwards for which hedge accounting has not been elected; therefore, the changes in the fair value in the Consolidated Balance Sheet. U. S. Steel has not elected to designate these euro forward sales contracts as hedges. Therefore, changes inof their fair valueforeign exchange forwards are recognized immediately in the Consolidated Statements of Operations.Operations (mark-to-market accounting).
As of September 30, 2017,
U. S. Steel held euro forward sales contracts with a total notional value of approximately $253 million. We mitigatealso uses financial swaps to protect from the risk of concentration of counterparty credit risk by purchasing our forward sales contracts from several counterparties.
Additionally, U. S. Steel uses fixed-price forward physical purchase contracts to partially manage our exposure tocommodity price risk related to theassociated with purchases of natural gas, zinc, tin, electricity and certain nonferrous metals used in the production process. During 2017 and 2016, the forward physicaliron ore (commodity purchase contractsswaps). We elected cash flow hedge accounting for commodity purchase swaps for natural gas, zinc and nonferrous metals qualifiedtin and iron ore and use mark-to-market accounting for electricity swaps. The commodity purchase swaps where hedge accounting was elected have maturities up to 21 months. The commodity purchase swaps where hedge accounting was not elected have maturities of up to 9 months.

U. S. Steel has entered into financial swaps that are used to partially manage the normalsales price risk of certain hot-rolled coil sales (sales swaps) and iron ore sales (zero cost collars and swaps). Both the sales swaps and the zero cost collars are accounted for using hedge accounting and have maturities of up to 12 months.

The table below shows the outstanding swap quantities used to hedge forecasted purchases and normal sales exemption described in ASC Topic 815as of March 31, 2023 and were not subject to mark-to-market accounting.March 31, 2022:

Hedge ContractsClassificationMarch 31, 2023March 31, 2022
Natural gas (in mmbtus)Commodity purchase swaps32,976,00043,265,000
Tin (in metric tons)Commodity purchase swaps1,0452,430
Zinc (in metric tons)Commodity purchase swaps23,78315,679
Electricity (in megawatt hours)Commodity purchase swaps367,200724,320
Iron ore (in metric tons)Commodity purchase swaps280,00030,000
Iron ore (in metric tons)Zero-cost collars1,080,000
Iron ore (in metric tons)Sales swaps1,087,500
Hot-rolled coils (in tons)Sales swaps215,000110,000
Foreign currency (in millions of euros)Foreign exchange forwards383 311 
Foreign currency (in millions of dollars)Foreign exchange forwards$85 $158 

The following summarizes the location andfair value amounts of the fair values and gains or losses related to derivatives included in U. S. Steel's consolidated financial statementsour Condensed Consolidated Balance Sheets as of September 30, 2017March 31, 2023, and December 31, 20162022:

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Balance Sheet Location (in millions)March 31, 2023December 31, 2022
Designated as Hedging Instruments
Accounts receivable$17 $20 
Accounts payable133 68 
Other long-term liabilities4 15 
Not Designated as Hedging Instruments
Accounts receivable4 13 
Investments and long-term receivables 

The table below summarizes the effect of hedge accounting on Accumulated Other Comprehensive Income (AOCI) and amounts reclassified from AOCI into earnings for the three and nine months ended September 30, 2017March 31, 2023 and 2016:2022:
Gain (Loss) on Derivatives in AOCIAmount of Gain (Loss) Recognized in Income
(In millions)Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Location of Reclassification from AOCI (a)
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Sales swaps$(31)$(57)Net sales$3 $(26)
Commodity purchase swaps(18)88 
Cost of sales (b)
(9)22 
Foreign exchange forwards(8)(2)Cost of sales4 
(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, $79 million currently in AOCI as of March 31, 2023, will be recognized as an increase in cost of sales over the next year and $37 million currently in AOCI as of March 31, 2023, will be recognized as a decrease in net sales over the next year.
The loss recognized for foreign exchange forwards and financial swaps where hedge accounting was not elected was $10 million for the three months ended March 31, 2023. The loss recognized for sales swaps where hedge accounting was not elected was $9 million for the three months endedMarch 31, 2022.
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    Fair Value Fair Value
(In millions) Balance Sheet
Location
 September 30, 2017 December 31, 2016
Foreign exchange forward contracts Accounts receivable $
 $9
Foreign exchange forward contracts Accounts payable $12
 $


(In millions) Statement of
Operations
Location
 Amount of Gain (Loss) Amount of Gain (Loss)
  Three Months Ended September 30, 2017 Nine Months Ended 
 September 30, 2017
Foreign exchange forward contracts Other financial income/
costs
 $(7) $(20)
15.    Debt
(In millions)Issuer/BorrowerInterest
Rates %
MaturityMarch 31, 2023December 31, 2022
2037 Senior NotesU. S. Steel6.6502037274 274 
2029 Senior Secured NotesBig River Steel6.6252029720 720 
2029 Senior NotesU. S. Steel6.8752029475 475 
2026 Senior Convertible NotesU. S. Steel5.0002026350 350 
Environmental Revenue BondsU. S. Steel4.125 - 6.7502024 - 2052924 924 
Environmental Revenue BondsBig River Steel4.500 - 4.7502049752 752 
Finance leases and all other obligationsU. S. SteelVarious2023 - 2029117 100 
Finance leases and all other obligationsBig River SteelVarious2023 - 2027172 176 
Export Credit AgreementU. S. SteelVariable2031137 136 
Credit Facility AgreementU. S. SteelVariable2027 — 
Big River Steel ABL FacilityBig River SteelVariable2026 — 
USSK Credit AgreementU. S. Steel KosiceVariable2026 — 
USSK Credit FacilityU. S. Steel KosiceVariable2024 — 
Total Debt3,921 3,907 
Less unamortized discount, premium, and debt issuance costs(71)(70)
Less short-term debt, long-term debt due within one year, and short-term issuance costs91 63 
Long-term debt$3,901 $3,914 
(In millions) Statement of
Operations
Location
 Amount of Gain (Loss) Amount of Gain (Loss)
  Three Months Ended 
 September 30, 2016
 Nine Months Ended September 30, 2016
Foreign exchange forward contracts Other financial income/
costs
 $
 $(4)



In accordance with the guidance found in ASC Topic 820 on fair value measurements and disclosures, the fair value of our euro forward sales contracts was determined using Level 2 inputs, which are defined as "significant other observable" inputs. The inputs used are from market sources that aggregate data based upon market transactions.
13.    Debt
(In millions) 
Interest
Rates %
 Maturity September 30, 2017 December 31, 2016
2037 Senior Notes 6.65 2037 $350
 $350
2025 Senior Notes 6.875 2025 750
 
2022 Senior Notes 7.50 2022 
 400
2021 Senior Secured Notes 8.375 2021 980
 980
2021 Senior Notes 6.875 2021 
 200
2020 Senior Notes 7.375 2020 432
 432
2018 Senior Notes 7.00 2018 
 161
Environmental Revenue Bonds 5.50 - 6.88 2017 - 2042 400
 447
Recovery Zone Facility Bonds 6.75 2040 
 70
Fairfield Caster Lease   2022 26
 28
Other capital leases and all other obligations   2019 1
 1
Third Amended and Restated Credit Agreement Variable 2020 
 
USSK Revolver Variable 2020 
 
USSK credit facilities Variable 2017 - 2018 
 
Total Debt     2,939
 3,069
Less unamortized discount and debt issuance costs     40
 38
Less short-term debt and long-term debt due within one year     3
 50
Long-term debt     $2,896
 $2,981
To the extent not otherwise discussed below, information concerning the senior notes and other listed obligations can be found in Note 16 of the audited financial statements in the UnitedArkansas Development Finance Authority Environmental Improvement Revenue Bonds, Series 2022 (United States Steel Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2016.Project) (Green Bonds)
Issuance of Senior Notes due 2025
In August 2017,On September 6, 2022, U. S. Steel issued $750closed on an offering of $290 million aggregate principal amount of 6.875% Senior Notes5.450% Environmental Improvement Revenue Bonds due August 15, 2025 (2025 Senior Notes)2052 (2052 ADFA Green Bonds). U. S. Steel received net proceeds from the offering of approximately $737$287 million after fees of approximately $13$3 million related to the underwriting and third partythird-party expenses. The net proceeds from the issuance of the 2025 Senior Notes, together with cash on hand,2052 ADFA Green Bonds were used to redeem portions of our outstanding senior notes as discussed below.

The 2025 Senior Notes are senior and unsecured obligations that rank equally in right of payment with all of our other existing and future senior indebtedness.partially fund work related to U. S. Steel will pay interest onSteel’s solid waste disposal facilities, including two electric arc furnaces (EAF) and other equipment facilities at its new technologically-advanced flat rolled steel making facility, BR2, currently under construction near Osceola, Arkansas.

On and after September 1, 2025, the notes semi-annually in arrears on February 15th and August 15th of each year, commencing on February 15, 2018.

Similar to our other senior notes, the indenture governing the 2025 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 the purchase of the 2025 Senior Notes upon a change of control under certain specified circumstances, as well as other customary provisions.

U. S. SteelCompany may redeem the 2025 Senior Notes, in whole or in part,2052 ADFA Green Bonds at ourits option, at any time in whole or from time to time on or after August 15, 2020in part at the redemption price for such notes set forthprices (expressed in percentages of principal amount) listed below, as a percentage of the


principal amount, plus accrued and unpaid interest on the 2052 ADFA Green Bonds, if any, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning August 15on September 1 of each of the years indicated below:below.

YearRedemption Price
2020103.438%
2021101.719%
2022 and thereafter100.000%
YearRedemption Price
2025105.000 %
2026104.000 %
2027103.000 %
2028102.000 %
2029101.000 %
2030 and thereafter100.000 %


At any time prior to August 15, 2020,September 1, 2025, U. S. Steel may also redeem the 2025 Senior Notes,2052 ADFA Green Bonds, 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 2025 Senior Notes to be redeemed,2052 ADFA Green Bonds plus accrued and unpaid interest, if any, or the sum of the present value of the redemption price of the 2025 Senior Notes2052 ADFA Green Bonds if they were redeemed on August 15, 2020September 1, 2025, plus interest payments due through August 15, 2020September 1, 2025, discounted to the date of redemption plus 50on a semi-annual basis points.

Under certain specified circumstances we may also purchase up to 35% ofat the original aggregate principal amount of the 2025 Senior Notes at 106.875%,applicable tax-exempt municipal bond rate, plus accrued and unpaid interest, if any,any.
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2026 Senior Convertible Notes
In October 2019, U. S. Steel issued $350 million of 5.00% Senior Convertible Notes due November 1, 2026 (2026 Senior Convertible Notes). Interest on the 2026 Senior Convertible Notes is payable semi-annually on May 1 and November 1 of each year. The initial conversion rate for the 2026 Senior Convertible Notes is 74.8391 shares of U. S. Steel common stock per $1,000 principal amount, equivalent to but excludingan initial conversion price of approximately $13.36 per share of common stock, subject to adjustment pursuant to the applicable date2026 Senior Convertible Notes indenture. Based on the initial conversion rate, the 2026 Senior Convertible Notes are convertible into 26,193,685 shares of redemption,U. S. Steel common stock and we reserved for the possible issuance of 33,396,930 shares, which is the maximum amount that could be issued upon conversion at maturity. Prior to August 1, 2026, holders of notes may convert all or a portion of their notes at their option only upon the satisfaction of specified conditions and during certain periods. On or after August 1, 2026, holders may convert all or a portion of their notes prior to the maturity date. Upon conversion, we will satisfy the obligation with cash, common stock, or a combination thereof, at our election. U. S. Steel may not redeem the 2026 Senior Convertible Notes prior to November 5, 2023. On or after November 5, 2023, and prior to August 15, 2020 with proceeds from equity offerings.

Senior Note Redemption
In September 2017,1, 2026, if the price per share of U. S. Steel's common stock has been at least 130% of the conversion price for specified periods, U. S. Steel redeemedmay redeem all of its $161 million 7.00% Senior Notes due 2018, $200 million 6.875% Senior Notes due 2021, and $400 million 7.50% Senior Notes due 2022 in accordance with the redemption provisions under the indentures governing these notes. The aggregate redemption cost of approximately $808 million included $761 million for the present valueor a portion of the remaining principal balances, $21 million in accrued and unpaid interest and $26 million in2026 Senior Convertible Notes at a cash redemption premiums,price of which approximately $4 million was a make-whole premium.
Redemption100% of Recovery Zone Facility Bonds
On March 10, 2017, U. S. Steel announced the permanent shutdown of the No. 6 Quench & Temper Mill at Lorain Tubular Operations in Lorain, Ohio. Under the terms of the Trust Indenture dated as of December 1, 2010, between the Lorain County Port Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee (the Indenture), this action and our decision to relocate the Lorain No. 6 Quench & Temper equipment to one of several other sites under consideration to optimize our operations, triggered an Extraordinary Mandatory Redemption of the Lorain County Port Authority Recovery Zone Facility Revenue Bonds (the Recovery Zone Bonds) and accordingly required U. S. Steel to redeem the Recovery Zone Bonds and repay in full the principal amount, plus accrued and unpaid interest. In accordance with the terms of the Indenture,

If U. S. Steel paidundergoes a fundamental change, as defined in full all amounts duethe 2026 Senior Convertible Notes, holders may require us to repurchase the 2026 Senior Convertible Notes in whole or in part for cash at a price equal to 100% of the principal amount of the 2026 Senior Convertible Notes to be purchased plus any accrued and unpaid interest up to, but excluding the repurchase date.

Big River Steel - Sustainability Linked ABL Facility
Big River Steel's amended senior secured asset-based revolving credit facility (Big River Steel ABL Facility) matures on July 23, 2026. The 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. Additionally, the amendment includes sustainability targets related to greenhouse gas emissions intensity reduction, safety performance and facility certification by ResponsibleSteel™.

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.

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 Indenture, comprisedBig River Steel ABL Facility is less than the greater of $70 million principalten percent of the borrowing base availability and accrued interest$13 million. Based on the most recent four quarters as of approximately $2 million, on AprilMarch 31, 2023, Big River Steel would have met the fixed charge coverage ratio test. The facility includes affirmative and negative covenants and events of default that are customary for facilities of this type.

There were no loans outstanding under the Big River Steel ABL Facility at March 31, 2023.

U. S. Steel - Sustainability Linked Credit Facility Agreement
On May 27, 2017.
Third2022, U. S. Steel entered into the Sixth Amended and Restated Credit Facility Agreement
As of September 30, 2017, there were no amounts drawn on (Credit Facility Agreement) to replace the $1.5 billion credit facility agreement (Thirdexisting Fifth Amended and Restated Credit Facility Agreement (Fifth Credit Facility Agreement). The Credit Facility Agreement has substantially the same terms as the Fifth Credit Facility Agreement, except the Credit Facility Agreement references the Secured Overnight Financing Rate instead of the London Interbank Offered Rate, adjusts the individual lenders' commitments, and renews the five-year maturity to May 27, 2027. The Credit Facility Agreement also adjusts the threshold for the fixed charge coverage ratio. The total availability under the facility remained the same at $1,750 million, and the financial impact from replacing the Fifth Credit Facility Agreement was immaterial. Consistent with the Fifth Credit Facility Agreement, the Credit Facility Agreement is secured by first-priority liens on certain accounts receivable and inventory and includes targets related to greenhouse gas emissions intensity reduction, safety performance and facility certification by ResponsibleSteel™.

The Credit Facility Agreement provides for borrowings for working capital and general corporate purchases in an amount equal to the lesser of (a) $1,750 million or (b) a borrowing base calculated based on specified percentages of eligible accounts receivable and inventory, subject to certain adjustments and reserves. As of March 31, 2023, there were approximately $4 million of letters of credit issued and no loans drawn under the 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 Third Amended and Restated Credit Facility Agreement is less than the greater of 10ten percent of the total aggregate commitmentsmaximum facility availability and $150$140 million. Based on the most recent four quarters as of September 30, 2017, weMarch 31, 2023, the Company would have met this covenant. If we are unable to meet this covenant in future periods, the amount available to the Company under this facility would be reduced by $150 million.fixed charge coverage ratio test.


The Third Amended and Restated Credit Agreement provides for borrowings at interest rates based on defined, short-term market rates plus a spread based on availability and includes other customary terms and conditions including restrictions on our ability to create certain liens and to consolidate, merge or transfer all, or substantially all, of our assets. The Third Amended and Restated Credit Agreement expires in July 2020. Maturity may be accelerated 91 days prior to the stated maturity of any outstanding senior debt if excess cash and credit facility availability do not meet the liquidity conditions set forth in the Third Amended and Restated Credit Agreement. Borrowings are secured by liens on certain domestic inventory and trade accounts receivable.

The Third Amended and Restated Credit Agreement permits incurrence of additional secured debt up to 15% of Consolidated Net Tangible Assets.


U. S. Steel Košice (USSK) revolver andCredit Facilities
On September 29, 2021, USSK entered into a €300 million (approximately $326 million) unsecured sustainability linked credit facilities
At September 30, 2017, USSK had no borrowings under its €200 million (approximately $236 million) unsecured revolving credit facility (the USSKagreement (USSK Credit Agreement). The USSK Credit Agreement matures in 2026 and contains certain USSK financial covenants, including maximum Leverage, maximum Net Debtsustainability targets related to Tangible Net Worth,greenhouse gas emissions intensity reduction, safety performance and minimum Interest Coverage ratios as defined in the USSK Credit Agreement. The covenants are measured semi-annually for the period covering the last twelve calendar months. USSK may not draw on the USSK Credit Agreement if it does not comply with any of the financial covenants until the next measurement date.facility certification by ResponsibleSteel™. At September 30, 2017,March 31, 2023, USSK had full availabilityno borrowings under the USSK Credit Agreement. Currently,
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Under the USSK Credit Agreement, expires in July 2020.USSK is required to maintain a net debt to EBITDA ratio of less than 3.50:1.00 for the rolling twelve months ending June 30, 2023. The Company has determined that it may not be able to comply with the EBITDA ratio covenant at June 30, 2023, based on the currently forecasted EBITDA for the twelve-month period ending June 30, 2023. This could partially or fully limit USSK’s ability to borrow under the USSK Credit Agreement permits oneAgreement.

Any amendment or waiver may lead to additional one-year extensionlender protections, including a reduction of loan commitments or less favorable terms, and there can be no assurance that USSK can obtain waivers or amendments in timely fashion, or on acceptable terms or at all. The Company believes that USSK will have adequate cash on hand as of June 30, 2023 and will not need to borrow under the final maturity date atUSSK Credit Agreement.

During the mutual consentfirst quarter of 2023, USSK andincreased the size of its lenders.
€20 million credit facility to €30 million (approximately $33 million) (the USSK Credit Facility). At September 30, 2017,March 31, 2023, USSK had no borrowings under its €40 million and €10 million unsecured credit facilities (collectively approximately $59 million)the USSK Credit Facility, and the availability was approximately $58$16 million due to approximately $1$17 million of customs and other guarantees outstanding. On October 27, 2017, USSK entered into an amendment to its €10 million unsecured credit agreement to extend the agreement's final maturity date from December 2017 to December 2018. The amendment also permits one additional one-year extension to the final maturity date at the mutual consent of USSK and its lender.
Each of these facilities bear interest at the applicable inter-bank offer rate plus a margin and contain customary terms and conditions.
Change in control event under various financing agreements
If there is a change in control of U. S. Steel, the following may occur: (a) debt obligations totaling $2,512 million as of September 30, 2017 (including the senior notes and the senior secured notes) may be declared due and payable; (b) the Third Amended and Restated Credit Agreement and USSK's €200 million Revolving Credit Agreement may be terminated and any amounts outstanding declared due and payable; and (c) U. S. Steel may be required to either repurchase the leased Fairfield Works slab caster for $27 million or provide a letter of credit to secure the remaining obligation.
14.    Asset Retirement Obligations
U. S. Steel’s asset retirement obligations (AROs) primarily relate to mine and landfill closure and post-closure costs. The following table reflects changes in the carrying values of AROs:
(In millions) September 30, 2017 December 31, 2016
Balance at beginning of year $79
 $89
Additional obligations incurred 
 2
Obligations settled (4) (15)
Change in estimate of obligations (6) 
Foreign currency translation effects 1
 
Accretion expense 2
 3
Balance at end of period $72
 $79
Certain AROs related to disposal costs of the majority of fixed assets at our integrated steel facilities have not been recorded because they have an indeterminate settlement date. These AROs will be initially recognized in the period in which sufficient information exists to estimate their fair value.
15.    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 1214 for disclosure of U. S. Steel’s derivative instruments, which are accounted for at fair value on a recurring basis.

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 Interest, Stelco paid the Company an aggregate amount of $100 million in five $20 million installments during the year-ended December 31, 2020 which are recorded net of transaction costs in noncontrolling interests in the Condensed Consolidated Balance Sheet. The option can be exercised any time before January 31, 2027, and 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.
Surplus VEBA assets
During the fourth quarter 2022, U. S. Steel and the United Steelworkers (USW) agreed to utilize the overfunded OPEB plans to support the benefits provided to active represented employees. Beginning January 1, 2023, this agreement allows the Company to use a certain amount of surplus VEBA assets (the surplus amount) to pay for legally permissible benefits under Section 501(c)(9) of the Internal Revenue Code for active employees and retirees of the USW. The surplus amount of $595 million was determined as of December 31, 2022 and was the balance of VEBA assets in excess of 135% of the retiree obligation at that time. On January 1, 2023, a subaccount was created and consisted of a pro-rata share of the existing trust. On February 1, 2023, using January 31, 2023 asset values, a new investment strategy was implemented and comprised of existing investments from the VEBA trust and cash. On February 1, 2023, certain assets were transferred from the VEBA to the subaccount. The Company is permitted to withdraw a target of $75 million annually, with a guaranteed annual minimum of $50 million, on a quarterly pro rata basis, from the subaccount to cover the cost of the permissible benefits for active USW employees and USW retirees. The surplus VEBA assets subaccount portfolio consists of fixed income securities including corporate bonds, U.S. government bonds, and U.S. Treasury notes, in addition to alternatives including investments in private credit partnerships and real estate funds. A portion of the corporate bonds are classified as available-for-sale debt securities, with unrealized gains and losses reported in Accumulated other comprehensive loss. Upon sale, realized gains and losses are reported in earnings. All other investments in the subaccount are financial instruments measured at fair value or net asset value, with gains and losses recognized through net earnings and are reported as a component of Other financial costs (benefits) on the Company's Consolidated Statements of Operations.

As of March 31, 2023, the fair value of the surplus VEBA assets subaccount portfolio was $602 million, with $75 million in Other current assets and $527 million in Other noncurrent assets on the Condensed Consolidated Balance Sheet. As of March 31, 2023, the value of the investment in corporate bonds classified as available-for-sale debt securities was $252 million. During the three months ended March 31, 2023, pretax net gains of $22 million and $4 million were recognized in Other financial costs (benefits) and in Accumulated other comprehensive loss, respectively.
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The fair value of the subaccount portfolio by asset category at March 31 were as follows (in millions):

March 31, 2023
Level 1Level 2Level 3
measured at NAV (a)
Total
Asset Category
Fixed Income
Corporate bonds - U.S.— 219 — — 219 
Corporate bonds - Non-U.S.— 71 — — 71 
U.S. government bonds— 83 — — 83 
Mortgage and asset-backed securities— 10 — — 10 
Total fixed income$— $383 $— $— $383 
Alternatives
Private credit partnerships— — 58 24 82 
Other alternatives— — — 18 18 
Total alternatives$— $— $58 $42 $100 
Commingled Funds— — — 66 66 
Other (b)
53 — — — 53 
Total assets at fair value$53 $383 $58 $108 $602 
(a)In accordance with ASC Topic 820, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.
(b)Includes cash, accrued income, and miscellaneous payables.

The following table summarizes U. S. Steel’s financial assets and liabilities that were not carried at fair value at September 30, 2017March 31, 2023 and December 31, 2016.
  September 30, 2017 December 31, 2016
(In millions) Fair
Value
 Carrying
Amount
 Fair
Value
 Carrying
Amount
Financial liabilities: 
 
 
 
Long-term debt (a)
 $3,059
 $2,872
 $3,139
 $3,002
(a)Excludes capital lease obligations.
2022. The following methods and assumptions were used to estimate the fair value of financial instruments included in the table above:
Long-termlong-term debt: Fair value was determined using Level 2 inputs which were derived from quoted market prices and is based on the yield on public debt where available or current borrowing rates available for financings with similar terms and maturities.inputs.
Fair value of the financial liabilities disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement.
As of March 31, 2023As of December 31, 2022
(In millions)Fair
Value
Carrying
Amount
Fair
Value
Carrying
Amount
Financial liabilities:
Long-term debt (a)
$3,874 $3,703 $3,815 $3,701 
Financial guarantees are U. S. Steel’s only unrecognized financial instrument. For details relating to financial guarantees see Note 20.

(a) Excludes finance lease obligations.



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16.    



17.    Statement of Changes in Stockholders’ Equity


The following table reflects the first ninethree months of 20172023 and 2016 reconciliations2022 reconciliation of the carrying amountsamount of total equity, equity attributable to U. S. Steel and equity attributable to noncontrolling interests:

Three Months Ended March 31, 2023 (In millions)TotalRetained EarningsAccumulated
Other
Comprehensive
Loss
Common
Stock
Treasury
Stock
Paid-in
Capital
Non-
Controlling
Interest
Balance at beginning of year$10,311 $6,030 $(85)$283 $(1,204)$5,194 $93 
Comprehensive income (loss):
Net earnings199 199      
Other comprehensive income (loss), net of tax:
Pension and other benefit adjustments(10) (10)    
Currency translation adjustment32  32     
Derivative financial instruments(44) (44)    
Active employee benefit investments3  3     
Employee stock plans(9)  2 (22)11  
Common stock repurchased(75)   (75)  
Dividends paid on common stock(12)(12)     
Balance at March 31, 2023$10,395 $6,217 $(104)$285 $(1,301)$5,205 $93 

Three Months Ended March 31, 2022 (In millions)TotalRetained EarningsAccumulated
Other
Comprehensive
Income
Common
Stock
Treasury
Stock
Paid-in
Capital
Non-
Controlling
Interest
Balance at beginning of year$9,103 $3,534 $331 $280 $(334)$5,199 $93 
Comprehensive income (loss):
Net earnings882 882      
Other comprehensive income (loss), net of tax:
Pension and other benefit adjustments(3) (3)    
Currency translation adjustment(28) (28)    
Derivative financial instruments22  22     
Employee stock plans7   2 (20)25  
Common stock repurchased(123)   (123)  
Dividends paid on common stock(13)(13)     
Cumulative effect upon adoption of Accounting Standards Update 2020-06(56)22    (78) 
Balance at March 31, 2022$9,791 $4,425 $322 $282 $(477)$5,146 $93 

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Nine Months Ended September 30, 2017 (In millions) Total Accumulated
Deficit
 Accumulated
Other
Comprehensive
(Loss) Income
 Common
Stock
 Treasury
Stock
 Paid-in
Capital
 Non-
Controlling
Interest
Balance at beginning of year $2,275
 $(250) $(1,497) $176
 $(182) $4,027
 $1
Comprehensive income (loss): 
 
 
 
 
 
 
Net earnings 228
 228
 
 
 
 
 
Other comprehensive income, net of tax: (a)
 
 
 
 
 
 
 
Pension and other benefit adjustments 146
 
 146
 
 
 
 
Currency translation adjustment 149
 
 149
 
 
 
 
Employee stock plans 26
 
 
 
 90
 (64) 
Dividends paid on common stock (26) 

 

 
 
 (26) 
Other 10
 4
 6
   

    
Balance at September 30, 2017 $2,808
 $(18) $(1,196) $176
 $(92) $3,937
 $1
(a) Amounts for 2017 do not reflect a tax benefit as a result of a full valuation allowance on our domestic deferred tax assets.



Nine Months Ended September 30, 2016 (In millions) Total 
Retained
Earnings
(Accumulated Deficit)
 Accumulated
Other
Comprehensive
(Loss) Income
 Common
Stock
 Treasury
Stock
 Paid-in
Capital
 Non-
Controlling
Interest
Balance at beginning of year $2,437
 $190
 $(1,169) $151
 $(339) $3,603
 $1
Comprehensive income (loss): 
 
 
 
 
 
 
Net loss (335) (335) 
 
 
 
 
Other comprehensive income (loss), net of tax: (b)
 
 
 
 
 
 
 
Pension and other benefit adjustments (134) 
 (134) 
 
 
 
Currency translation adjustment 41
 
 41
 
 
 
 
Employee stock plans 16
 
 
 
 62
 (46) 
Common stock issued 582
 

 
 25
 
 557
 
Dividends paid on common stock (22) 

 
 
 
 (22) 
Other 17
 
 17
 
 
 
 
Balance at September 30, 2016 $2,602
 $(145) $(1,245) $176
 $(277) $4,092
 $1
(b) Amounts for 2016 do not reflect a tax benefit as a result of a full valuation allowance on our domestic deferred tax assets.


17.    18.    Reclassifications from Accumulated Other Comprehensive Income (AOCI)

(In millions) (a)
 Pension and
Other Benefit
Items
 Foreign
Currency
Items
 Other Total
Balance at December 31, 2016 $(1,771) $274
 $
 $(1,497)
Other comprehensive income before reclassifications 296
 149
 6
 451
Amounts reclassified from AOCI (141)
(b) 

 
 (141)
Sale of ownership interest in Tilden Mining Company L.C. (9) 
 
 (9)
Net current-period other comprehensive income 146
 149
 6
 301
Balance at September 30, 2017 $(1,625) $423
 $6
 $(1,196)
(In millions)Pension and
Other Benefit
Items
Foreign
Currency
Items
Unrealized (Loss) Gain on DerivativesActive Employee Benefit InvestmentsTotal
Balance at December 31, 2022$(322)$280 $(43)$— $(85)
Other comprehensive income (loss) before reclassifications1 32 (65)3 (29)
Amounts reclassified from AOCI (a)
(11) 21  10 
Net current-period other comprehensive (loss) income(10)32 (44)3 (19)
Balance at March 31, 2023$(332)$312 $(87)$3 $(104)
Balance at December 31, 2021$(25)$371 $(15)$— $331 
Other comprehensive (loss) income before reclassifications(2)(28)15 — (15)
Amounts reclassified from AOCI (a)
(1)— — 
Net current-period other comprehensive (loss) income(3)(28)22 — (9)
Balance at March 31, 2022$(28)$343 $$— $322 
(a)Amounts do not reflect a tax benefit as a result of a full valuation allowance on our domestic deferred tax assets.
(b)See table below for further details.

   Amount reclassified from AOCI
   Three Months Ended September 30, Nine Months Ended September 30,
(In millions) (a)
Details about AOCI components 2017 2016 2017 2016
 Amortization of pension and other benefit items        
 
Prior service costs (b)
 $8
 $(8) $22
 $(27)
 
Actuarial losses (b)
 38
 (34) 114
 (99)
 
      Settlement, termination and curtailment
(losses)
(b)
 1
 (10) 5
 (13)
 Total before tax 47
 (52) 141
 (139)
 Tax benefit 
 
 
 
 
Net of tax (c)
 $47
 $(52) $141
 $(139)
Amount reclassified from AOCI
Three Months Ended March 31,
Details about AOCI components (in millions)
20232022
Amortization of pension and other benefit items (a)
Prior service credits$(1)$(7)
Actuarial (gains) losses(16)
Total pensions and other benefits items(17)(1)
Derivative reclassifications to Condensed Consolidated Statements of Operations28 10 
Total before tax11 
Tax benefit(1)(3)
Net of tax$10 $
(a)Amounts in parentheses indicate decreases in AOCI.
(b)These AOCI components are included in the computation of net periodic benefit cost (seecost. See Note 610 for additional details).details.
(c)Amounts do not reflect a tax benefit as a result of a full valuation allowance on our domestic deferred tax assets.

18.    19.    Transactions with Related Parties
Net sales to related parties and receivables from related parties primarily reflect sales of raw materials and steel products to equity investees and U. S. Steel Canada Inc. (USSC) after the Canada Companies' Creditor Arrangement Act (CCAA) filing on September 16, 2014, but before the sale to an affiliate of Bedrock Industries Group LLC (Bedrock). Generally, transactions are conducted under long-term market-based contractual arrangements. Related party sales and service transactions are primarily related to equity investees and were $272$558 million and $316$391 million for the three months ended September 30, 2017March 31, 2023 and 2016, respectively, and $941 million and $895 million for the nine months ended September 30, 2017 and 2016, respectively.
Purchases from related parties for outside processing services provided by equity investees and USSC after the CCAA filing on September 16, 2014, but before the sale to Bedrock amounted to $7 million and $25 million for the three months ended September 30, 2017 and 2016, respectively, and $62 million and $68 million for the nine months ended September 30, 2017 and 2016, respectively. Purchases of iron ore pellets from related parties amounted to $40 million and $43 million for the three months ended September 30, 2017 and 2016, respectively, and $120 million and $131 million for the nine months ended September 30, 2017 and 2016,2022, respectively.
Accounts payable to related parties include balances due to PRO-TEC Coating Company, LLC (PRO-TEC) of $77$168 million and $63$142 million at September 30, 2017March 31, 2023 and December 31, 2016,2022, respectively for invoicing and receivables collection services provided by U. S. Steel.Steel on PRO-TEC's behalf. U. S. Steel, as PRO-TEC’s exclusive sales agent, is responsible for credit risk related to those receivables. U. S. Steel also provides PRO-TEC marketing, selling and customer service functions. Payables to other related parties including USSC after the CCAA filing on


September 16, 2014, but before the sale Bedrock totaled $2$3 million and $3$1 million at September 30, 2017for the periods ending March 31, 2023 and December 31, 2016,2022, respectively.
As a resultPurchases from related parties for outside processing services provided by equity investees amounted to $7 million for both periods ending March 31, 2023 and 2022, respectively. Purchases of iron ore pellets from related parties amounted to $21 million and $25 million for the completion of the restructuringthree months ended March 31, 2023 and disposition of U. S. Steel Canada Inc. on June 30, 2017, subsequent transactions between the Company and U. S. Steel Canada Inc. are no longer considered related party transactions and are accounted for and recognized as third-party transactions. See Note 21 for further details.2022, respectively.

19.    20.    Restructuring and Other Charges

During the ninethree months ended September 30, 2017,March 31, 2023, the Company recorded a net restructuring chargeand other charges of $30$1 million, which consists of charges of $35 million related to the permanent shutdownplanned disposition of a component within the No. 6 Quench & Temper Mill at Lorain Tubular Operations and a favorable adjustment of $5 million primarily associated with a change in estimate for previously recorded costs for environmental obligations and Company-wide headcount reductions.Flat-Rolled segment. Cash payments were made related to severance and exit costspreviously accrued restructuring programs of $24approximately $46 million.
Restructuring charges recorded during
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During the three and nine months ended September 30, 2016 were immaterial.
Charges for restructuring and ongoing cost reduction initiatives are recorded in the periodMarch 31, 2022, the Company commits to a restructuring or cost reduction plan, or executes specific actions contemplated by the plan and all criteria for liability recognition have been met. Charges related to the restructuring and cost reductions are reported inrecorded restructuring and other charges inof $17 million related to the Consolidated Statementsplanned sale of Operations.a component within the Flat-Rolled segment. Cash payments were made related to previously accrued restructuring programs of approximately $23 million.
The activity in the accrued balances incurred in relation to restructuring and other cost reduction programs during the ninethree months ended September 30, 2017 wereMarch 31, 2023, was as follows:

  Employee Related Exit Non-cash  
(in millions) Costs Costs Charges Total
Balance at December 31, 2016 $14
 $60
 $
 $74
Additional charges 1
 
 35
 36
Cash payments/utilization (7) (17) (35) (59)
Other adjustments and reclassifications (4)
(2) 
 (6)
Balance at September 30, 2017 $4
 $41
 $
 $45
(In millions)Employee Related CostsExit CostsNon-cash ChargesTotal
Balance at December 31, 2022$132 $50 $— $182 
Additional charges1   1 
Release of prior accruals and other adjustments(a)
(2)(1) (3)
Cash payments(24)(22) (46)
Balance at March 31, 2023$107 $27 $ $134 
(a)Includes releases of accruals to reflect the current estimate of costs to complete approved restructuring programs.

Accrued liabilities for restructuring and other cost reduction programs are included in the following balance sheet lines:

(In millions)March 31, 2023December 31, 2022
Accounts payable$19 $33 
Payroll and benefits payable102 — 
Employee benefits4 131 
Deferred credits and other noncurrent liabilities9 18 
Total$134 $182 
(in millions) September 30, 2017 December 31, 2016
Accounts payable $30
 $50
Payroll and benefits payable 3
 11
Employee benefits 1
 1
Deferred credits and other noncurrent liabilities 11
 12
Total $45
 $74

20.    21.    Contingencies and Commitments
U. S. Steel is the subject of, or party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. Certain of these matters are discussed below. The ultimate resolution of these contingencies could, individually or in the aggregate, be material to the Condensed Consolidated Financial Statements. However, management believes that U. S. Steel will remain a viable and competitive enterprise even though it is possible that these contingencies could be resolved unfavorably.
U. S. Steel accrues for estimated costs related to existing lawsuits, claims and proceedings when it is probable that it will incur these costs in the future and the costs are reasonably estimable.


Asbestos matters As of September 30, 2017,March 31, 2023, U. S. Steel was a defendant in approximately 830920 active asbestos cases involving approximately 3,3252,510 plaintiffs. The vast majority of these cases involve multiple defendants. About 1,545, or approximately 62 percent, of these plaintiff claims are currently pending in a jurisdiction which permits filings with massive numbers of plaintiffs. At December 31, 2016,2022, U. S. Steel was a defendant in approximately 845920 active asbestos cases involving approximately 3,340 plaintiffs. As of September 30, 2017, about 2,500, or approximately 75 percent, of these plaintiff claims are currently pending in jurisdictions which permit filings with massive numbers of2,510 plaintiffs. Based upon U. S. Steel’s experience in such cases, we believeit believes that the actual number of plaintiffs who ultimately assert claims against U. S. Steel will likely be a small fraction of the total number of plaintiffs.
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The following table shows the number of asbestos claims in the current period and the prior three years:
Period ended Opening
Number
of Claims
 Claims
Dismissed,
Settled
and Resolved
 New
Claims
 Closing
Number
of Claims
December 31, 2014 3,320 190 325 3,455
December 31, 2015 3,455 415 275 3,315
December 31, 2016 3,315 225 250 3,340
September 30, 2017 3,340 200 185 3,325
Historically, asbestos-related claims against U. S. Steel fall into three groups: (1) claims made by persons who allegedly were exposed to asbestos on the premises of U. S. Steel facilities; (2) claims made by persons allegedly exposed to products manufactured by U. S. Steel; and (3) claims made under certain federal and maritime laws by employees of former operations of U. S. Steel.
Period endedOpening
Number
of Claims
Claims
Dismissed,
Settled and
Resolved
New ClaimsClosing
Number
of Claims
December 31, 20202,3902402952,445
December 31, 20212,4452002602,505
December 31, 20222,5052302352,510
March 31, 20232,51050502,510
The amount U. S. Steel accrues for pending asbestos claims is not material to U. S. Steel’s financial condition. However, U. S. Steel is unable to estimate the ultimate outcome of asbestos-related claims due to a number of uncertainties, including: (1) the rates at which new claims are filed, (2) the number of and effect of bankruptcies of other companies traditionally defending asbestos claims, (3) uncertainties associated with the variations in the litigation process from jurisdiction to jurisdiction, (4) uncertainties regarding the facts, circumstances and disease process with each claim and (5) any new legislation enacted to address asbestos-related claims.
Further, U. S. Steel does not believe that an accrual for unasserted claims is required. At any given reporting date, it is probable that there are unasserted claims that will be filed against the Company in the future. The Company engages an outside valuation consultant to assist in assessing its ability to estimate an accrual for unasserted claims. This assessment is based on the Company's settlement experience, including recent claims trends. The analysis focuses on settlements made over the last several years as these claims are likely to best represent future claim characteristics. After review by the valuation consultant and U. S. Steel management, it was determined that the Company could not estimate an accrual for unasserted claims.
Despite these uncertainties, management believes that the ultimate resolution of these matters will not have a material adverse effect on U. S. Steel’s financial condition, although the resolution of such matters could significantly impact results of operations for a particular quarter.condition.
Environmental matters U. S. Steel is subject to federal, state, local and foreign laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance. Changes in accrued liabilities for remediation activities where U. S. Steel is identified as a named party are summarized in the following table:
(In millions)Nine Months Ended September 30, 2017
Beginning of period$179
Accruals for environmental remediation deemed probable and reasonably estimable6
Obligations settled(5)
End of period$180
(In millions)Three Months Ended March 31, 2023
Beginning of period$126
Accruals for environmental remediation deemed probable and reasonably estimable
Obligations settled(6)
End of period$120
Accrued liabilities for remediation activities are included in the following Condensed Consolidated Balance Sheet lines:
As ofAs of
(In millions)March 31, 2023December 31, 2022
Accounts payable$32 $32 
Deferred credits and other noncurrent liabilities88 94 
Total$120 $126 
(In millions) September 30, 2017 December 31, 2016
Accounts payable $20
 $19
Deferred credits and other noncurrent liabilities 160
 160
Total $180
 $179


Expenses related to remediation are recorded in cost of sales and were immaterial$1 million for both the three and nine month periodsmonths ended September 30, 2017 and 2016.March 31, 2023. Expenses for the three months ended March 31, 2022, were immaterial. It is not presentlycurrently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties that may be imposed. Due to uncertainties inherent in remediation projects and the associated liabilities, it is reasonably possible that total remediation costs for active matters may exceed the accrued liabilities by as much as 1520 to 3035 percent.
Remediation Projects
U. S. Steel is involved in environmental remediation projects at or adjacent to several current and former U. S. Steel facilities and other locations that are in various stages of completion ranging from initial characterization through post-closure monitoring. Based on the anticipated scope and degree of uncertainty of projects, we categorizethe Company categorizes projects as follows:
(1)
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(1)Projects with Ongoing Study and Scope Development - For these projects, the extent of remediation that may be required is not yet known, the remediation methods and plans are not yet developed, and/or cost estimates cannot be determined. Therefore, significant costs, in addition to the accrued liabilities for these projects, are reasonably possible. There are four environmental remediation projects where additional costs for completion are not currently estimable but could be material. These projects are at Fairfield Works, Lorain Tubular, UPI and the former steelmaking plant at Joliet, Illinois. As of March 31, 2023, accrued liabilities for these projects totaled $1 million for the costs of studies, investigations, interim measures, design and/or remediation. It is reasonably possible that additional liabilities associated with future requirements regarding studies, investigations, design and remediation for these projects could be as much as $22 million to $36 million.
(2)Projects with Significant Accrued liabilities with a Defined Scope - As of March 31, 2023, there are three significant projects with defined scope greater than or equal to $5 million each, with a total accrued liability of $64 million. These projects are Gary Resource Conservation and Recovery Act (accrued liability of $26 million), Duluth Works (accrued liability of $20 million) and the former Geneva facility (accrued liability of $18 million).
(3)Other Projects with a Defined Scope - These projects involve relatively small accrued liabilities for which we believe that, while additional costs are possible, they are not likely to be significant, and also include those projects for which we do not yet possess sufficient information to estimate potential costs to U. S. Steel. There are two other environmental remediation projects which each had an accrued liability of between $1 million and $5 million. The total accrued liability for these projects at March 31, 2023, was $3 million. These projects have progressed through a significant portion of the design phase and material additional costs are not expected.
Projects with Ongoing Study and Scope Development - Projects which are still in the development phase. For these projects, the extent of remediation that may be required is not yet known, the remediation methods and plans are not yet developed, and/or cost estimates cannot be determined. Therefore, significant costs, in addition to the accrued liabilities for these projects, are reasonably possible. There are six environmental remediation projects where additional costs for completion are not currently estimable, but could be material. These projects are at Fairfield Works, Lorain Tubular, USS-POSCO Industries (UPI), the Fairless Plant, Cherryvale Zinc, and the former steelmaking plant at Joliet, Illinois. As of September 30, 2017, accrued liabilities for these projects totaled $1 million for the costs of studies, investigations, interim measures, design and/or remediation. It is reasonably possible that additional liabilities associated with future requirements regarding studies, investigations, design and remediation for these projects could be as much as $30 million to $50 million.
(2)
Significant Projects with Defined Scope - Projects with significant accrued liabilities with a defined scope. As of September 30, 2017, there are three significant projects with defined scope greater than or equal to $5 million each, with a total accrued liability of $136 million. These projects are Gary RCRA (accrued liability of $26 million), the former Geneva facility (accrued liability of $63 million), and the former Duluth facility St. Louis River Estuary (accrued liability of $47 million).
(3)
Other Projects with a Defined Scope - Projects with relatively small accrued liabilities for which we believe that, while additional costs are possible, they are not likely to be significant, and also include those projects for which we do not yet possess sufficient information to estimate potential costs to U. S. Steel. There are two other environmental remediation projects which each had an accrued liability of between $1 million and $5 million. The total accrued liability for these projects at September 30, 2017 was $4 million. These projects have progressed through a significant portion of the design phase and material additional costs are not expected.
The remaining environmental remediation projects each have an accrued liability of less than $1$1 million each. The total accrued liability for these projects at September 30, 2017March 31, 2023, was $7 million. We doapproximately $6 million. The Company does not foresee material additional liabilities for any of these sites.
Post-Closure Costs – Accrued liabilities for post-closure site monitoring and other costs at various closed landfills totaled $23$23 million at September 30, 2017March 31, 2023 and were based on known scopes of work.
Administrative and Legal Costs – As of September 30, 2017,March 31, 2023, U. S. Steel had an accrued liability of $6$11 million for administrative and legal costs related to environmental remediation projects. These accrued liabilities were based on projected administrative and legal costs for the next three years and do not change significantly from year to year.
Capital Expenditures For a number of years, U. S. Steel has made substantial capital expenditures to bring existing facilities into compliancecomply with various regulations, laws and other requirements relating to the environment. In the first nine months of 2017 and 2016, suchSuch capital expenditures totaled $39$11 million and $24$5 million, in the first three months of 2023 and 2022, respectively. U. S. Steel anticipates making additional such expenditures in the future;future, which may be material; however, the exact amounts and timing of such expenditures are uncertain because of the continuing evolution of specific regulatory requirements.
UnderEuropean Union (the EU) Environmental Requirements - Phase IV of the EmissionEU Emissions Trading Scheme (ETS), USSK'sSystem (the EU ETS) commenced on January 1, 2021 and will finish on December 31, 2030. The European Commission issued final allocationapproval of free allowances for the Phase III period, which coversupdated 2021-2025 Slovak National Allocation table in February 2022. The Slovak Ministry of Environment has not yet allocated 2023 emission credits that it grants at no charge (free allowances) to the years 2013 through 2020 is 48 million allowances. Based on projected future production levels, we started to purchase allowances in the third quarter of 2017 to meet the annual compliance submission in the future.USSE account. As of September 30, 2017,March 31, 2023, we have purchased 1pre-purchased approximately 1.35 million European Union Emission Allowances (EUA) totaling €7€107 million (approximately $8$116 million). We estimate a to cover the expected 2023 shortfall of approximately 16 million allowances for the


Phase III period. However, due to a number of variables such as the future market value of allowances, future production levels and future emission intensity levels, we cannot reliably estimate the full cost of complying with the ETS regulations at this time.allowances.
The EU’s Industry EmissionIndustrial Emissions Directive requires implementation of EU determinedEU-determined best available techniques (BAT) for Iron and Steel production to reduce environmental impacts as well as compliance with BAT associated emission levels. Our most recent broad estimate of futureTotal capital expenditures for projects to comply with or go beyond BAT requirements iswere €138 million (approximately $163$150 million) over the 2017actual program period. These costs were partially offset by the EU funding received and may be mitigated over the next measurement periods if USSK complies with certain financial covenants, which are assessed annually. The last assessment of financial covenants will be performed as of June 30, 2026. USSK complied with these covenants as of March 31, 2023. If we are unable to 2020 period. There are ongoing effortsmeet these covenants in the future, USSK might be required to seekprovide additional collateral (e.g., bank guarantee) to secure 50 percent of the EU grants to fund a portionfunding received.
Environmental indemnifications – Throughout its history, U. S. Steel has sold numerous properties and businesses and many of these capital expenditures.sales included indemnifications and cost sharing agreements related to the assets that were divested. The actual amount spent will depend largely upon the amount of EU incentive grants received. See Item 2. Management's Discussionpotential environmental liability associated with these transactions and Analysis of Financial Condition and Results of Operations, Environmental Matters, Litigation and Contingencies, Slovak Operations.
Due to other EU legislation requirements - BAT for Large Combustion Plants (LCP), we are required to make changesproperties is not estimable due to the boilers at our steamnature and power generation plant in orderextent of the unknown conditions related to comply with stricter air emission limits for large combustion plants. The new requirements for LCP resultedthe properties divested and deconsolidated. Aside from the environmental liabilities already recorded as a result of these transactions due to specific environmental remediation activities and cases (included in the construction$120 million of a new boileraccrued liabilities for remediation discussed above), there are no other known probable and certain upgradesestimable environmental liabilities related to our existing boilers. In January 2014, the operation of USSK's boilers was approved by the European Commission (EC) as part of Slovakia's Transitional National Plan (TNP) for bringing all boilers in Slovakia into compliance by no later than 2020. The TNP establishes emission ceilings for each category of emissions (total suspended particulate, sulfur dioxide (SO2) and nitrogen oxide (NOx)) for both stacks within the power plant. The allowable amount of discharged emissions will decrease each year until mid 2020. An emission ceiling will be a limiting factor for future operation of the boilers. The boiler projects have been approved by our Board of Directors and we are now in the execution phase. These projects will result in a reduction in electricity, carbon dioxide (CO2)emissions and operating, maintenance and waste disposal costs once completed. The construction of the new boiler is complete with a total final installed cost of €76 million (approximately $90 million). Reconstruction of the existing boiler, with a projected cost of €52 million (approximately $61 million), is in progress. The total remaining to be spent on the existing boiler project is projected to be €10 million (approximately $12 million). Broad legislative changes were enacted by the Slovak Republic to extend the scope of support for renewable sources of energy, that are intended to allow USSK to participate in Slovakia's renewable energy incentive program once the boiler projects are completed.these transactions.
Guarantees – The maximum guarantees of the indebtedness and other obligations of unconsolidated entities of U. S. Steel totaled $4$7 million at September 30, 2017.March 31, 2023.
EPA Region V Federal Lawsuit – This is a Clean Air Act (CAA) enforcement action brought in Federal Court in the Northern District of Indiana in 2012. The U.S. Government, joined by the States of Illinois, Indiana, and Michigan initiated the action alleging the Company violated the CAA and failed to have in place appropriate pollution control equipment at Gary Works, Granite City Works, and Great Lakes Works. A Consent Decree with a proposed settlement agreement was filed with the Court on November 22, 2016. As part of the settlement agreement, U. S. Steel agreed to perform seven supplemental environmental projects totaling approximately $3 million and to pay a civil penalty of approximately $2 million. The enforcement action concluded on March 30, 2017 when the Court signed and entered the Consent Decree. In April 2017, U. S. Steel satisfied payment of the approximately $2 million civil penalty and is currently in various phases of implementing the supplemental environmental projects.
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CCAA - On September 16, 2014, U. S. Steel Canada Inc. (USSC) commenced court-supervised restructuring proceedings under Canada's Companies' Creditors Arrangement Act (CCAA) before the Ontario Superior Court of Justice (the Court). As part of the CCAA proceedings, U. S. Steel submitted both secured and unsecured claims of approximately C$2.2 billion which were verified by the court-appointed Monitor. U. S. Steel's claims were challenged by a number of interested parties, and on February 29, 2016, the Court denied those challenges and verified U. S. Steel's secured claims in the amount of approximately $119 million and unsecured claims of approximately C$1.8 billion and $120 million. The interested parties had appealed the determinations of the Court, but the appeals have been discontinued as a result of the sale of USSC to Bedrock on June 30, 2017 for approximately $127 million.
Other contingencies Under certain operating lease agreements covering various equipment, U. S. Steel has the option to renew the lease or to purchase the equipment at the end of the lease term. If U. S. Steel does not exercise the purchase option by the end of the lease term, U. S. Steel guarantees a residual value of the equipment as determined at the lease inception date (totaling approximately $10$15 million at September 30, 2017)March 31, 2023). No liability has been recorded for these guarantees as the potential loss is not probable.

The Company's BR2 project in Osceola, Arkansas qualifies for financing and related economic incentives associated with the acquisition, development, construction, and operation of the facility. These incentives consist of advance lump-sum payments which are included in deferred credits and other noncurrent liabilities on the Condensed Consolidated Balance Sheet. In March 2022, the Company received a lump-sum payment of approximately $82 million as proceeds from the sale of a portion of expected future tax credits to be earned by the Company under the State of Arkansas's Recycling Tax Credit program. These funds are to be used primarily for the acquisition of project related equipment, however they may also be used for the training and development of new employees hired for the project. The Company is contingently liable for certain repayment penalties if the Company fails to meet certain employment requirements in any given period. In April 2022, the Company received a $3 million grant from Mississippi County, Arkansas, and in May 2022, the Company received a $50 million grant from the State of Arkansas Quick Action Closing Fund. Both grants pertain to the reimbursement of qualifying project costs. Deferred liabilities were recognized for each of these grants and are included in deferred credits and other noncurrent liabilities on the Condensed Consolidated Balance Sheet. For each of these incentives and grants, the balance of deferred income will be recognized into other gains, net in the accompanying Condensed Consolidated Statements of Operations on a systematic basis over the periods in which the Company earns the granted funds by complying with the investment and employment requirements of the grant programs.

Insurance U. S. Steel maintains insurance for certain property damage, equipment, business interruption and general liability exposures; however, insurance is applicable only after certain deductibles and retainages. U. S. Steel is self-insured for certain other exposures including workers’ compensation (where permitted by law) and auto liability. Liabilities are recorded for workers’ compensation and personal injury obligations. Other costs resulting from losses under deductible or retainage amounts or not otherwise covered by insurance are charged against income upon occurrence.
U. S. Steel uses surety bonds, trusts and letters of credit to provide whole or partial financial assurance for certain obligations such as workers’ compensation. The total amount of active surety bonds, trusts and letters of credit being used for financial assurance purposes was approximately $157$182 million as of September 30, 2017,March 31, 2023, which reflects U. S. Steel’s maximum exposure under these financial guarantees, but not its total exposure for the underlying obligations. A significant portion of our trust arrangements and letters of credit are collateralized by our Third Amended and Restatedthe Credit Facility Agreement. The remaining trust arrangements and letters of credit are collateralized by restricted cash. Restricted cash, which is recorded in other current and noncurrent assets, totaled $42$36 million and $40$35 million at September 30, 2017March 31, 2023, andDecember 31, 2016,2022, respectively.
Capital Commitments At September 30, 2017,March 31, 2023, U. S. Steel’s contractual commitments to acquire property, plant and equipment totaled $143 million.$2.203 billion.
Contractual Purchase Commitments – U. S. Steel is obligated to make payments under contractual purchase commitments, including unconditional purchase obligations. Payments for contracts with remaining terms in excess of one year are summarized below (in millions):
Remainder of 20232024202520262027Later
Years
Total
$458$632$283$280$152$473$2,278
Remainder of 2017 2018 2019 2020 2021 Later
Years
 Total
$147 $734 $402 $316 $309 $1,067 $2,975
The majority of U. S. Steel’s unconditional purchase obligations relates to the supply of industrial gases, and certain energy and utility services with terms ranging from two13 months to 1513 years. Unconditional purchase obligations also include coke and steam purchase commitments related to a coke supply agreement with Gateway Energy & Coke Company LLC (Gateway) under which Gateway is obligated to supply a minimum volume of the expected targeted annual production of the heat recovery coke plant, and U. S. Steel is obligated to purchase the coke from Gateway at the contract price. As of September 30, 2017,March 31, 2023, if U. SS. Steel were to terminate the agreement, it may be obligated to pay in excess of $193 million.$70 million.
Total payments relating to unconditional purchase obligations were $132$275 million and $117$217 million for the three months ended September 30, 2017March 31, 2023 and 2016, respectively2022, respectively.
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22.    Common Stock Issued and $425 million and $372 millionRepurchased
On October 25, 2021, the Board of Directors authorized a share repurchase program that allowed for the nine months ended September 30, 2017 and 2016, respectively.repurchase of up to $300 million of its outstanding common stock from time to time in the open market or privately negotiated transactions. On January 24, 2022 the Board of Directors authorized an additional $500 million under the share repurchase program.
On July 25, 2022, following the completion of the previously authorized $800 million share repurchase programs, the Board of Directors authorized a new share repurchase program that allows for the repurchase of up to $500 million of its outstanding common stock from time to time in the open market or privately negotiated transactions at the discretion of management. The Company's share repurchase program does not obligate it to acquire any specific number of shares.
21.    U. S. Steel Canada Inc. Retained Interestrepurchased 2.8 million and 5.0 million shares of common stock for approximately $75 million and $123 million under these programs during the three months ended March 31, 2023 and 2022, respectively.
On June 30, 2017, U. S. Steel completed the restructuring and disposition of USSC through a sale and transfer of all of the issued and outstanding shares in USSC to an affiliate of Bedrock. In accordance with the Second Amended and Restated Plan of Compromise, Arrangement and Reorganization, approved by the Ontario Superior Court of Justice on June 9, 2017, U. S. Steel received approximately $127 million in satisfaction of its secured claims, including interest, which resulted in a gain of $72 million on the Company's retained interest in USSC. U. S. Steel also agreed to the discharge and cancellation of its unsecured claims for nominal consideration. The terms of the settlement also included mutual releases among key stakeholders, including a release of all claims against the Company regarding environmental, pension and other liabilities.
22.    Sale of Ownership Interest in Equity Investee

On September 29, 2017, a subsidiary of U. S. Steel completed the sale of its 15% ownership interest in Tilden Mining Company L.C. for $105 million.  As a result of the transaction, U. S. Steel recognized a gain of approximately $26 million. 


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


During the three months ended March 31, 2023, the Company noted favorable trends in the commercial environment for all reportable segments. For the North American Flat-Rolled segment, sequential results were lower in the first quarter due in part to the typical seasonal mining headwinds and lower average selling prices. Customer demand and selling prices improved as the quarter progressed. Improved market prices should be more fully reflected in our second quarter results as extended lead times delayed pricing realization in the first quarter. The improving commercial environment led to our decision to restart blast furnace #3 at Mon Valley Works in January and blast furnace #8 at Gary Works in March. The Mini Mill segment benefited from rising spot prices and normalizing raw material costs on a sequential basis to the fourth quarter 2022. For the second quarter, we expect the Mini Mill segment’s average selling price to continue to increase sequentially. The U. S. Steel Europe segment benefited from higher volume and lower raw material costs on a sequential basis to the fourth quarter 2022 partially offset by lower average selling prices. As a result of improving demand in Europe, the Company restarted blast furnace #2 at USSK in January. For the second quarter, we expect results at USSE to improve due to increased realization of higher market prices in the segment’s average selling price compared to the first quarter 2023. The Tubular segment results benefited from continued strong demand and higher pricing on a sequential basis to the fourth quarter 2022. In the second quarter, we expect lower pricing coming off elevated fourth quarter 2022 levels and customer inventory rebalancing to impact segment performance in relation to the first quarter 2023.

The Company continued to advance its Best for All® strategy in the first quarter. Construction of Big River 2 in Osceola, Arkansas continued during the quarter. This new mini mill is expected to have about 3 million tons per year of steelmaking capability and will combine two state-of-the-art EAFs with differentiated steelmaking and finishing technology, including endless casting and rolling equipment and a planned advanced high-strength steel (AHSS) finishing line. This project is on track to be completed in 2024. In addition, construction of a direct reduced (DR) grade pellet facility at the Company’s Keetac ore operations continues, as well as the construction on a 200 thousand ton non-grain oriented (NGO) electrical steel line and a 325 thousand ton galvanize/Galvalume® line, both at Big River Steel. These projects are on-budget and on track for on-time completion. Capital expenditures for strategic projects were $582 million during the three months ended March 31, 2023.

Fluctuations in the market price of raw materials and other inflationary impacts have affected the results of each of our reportable segments, and fluctuations going-forward are reasonably likely to have a material impact on future results. We could experience inflation related headwinds for certain raw materials and other costs.

In February 2022, Russia invaded Ukraine and active conflict continues in the country. The war in Ukraine will likely continue to cause disruption and instability in Russia, Ukraine, as well as the markets in which we operate. The Company is constantly monitoring the situation for impacts and risks to the business and has implemented risk mitigating strategies where possible. As a result of the invasion, governments around the world, including the European Union (EU) and the United States of America (U.S.), have enacted sanctions against Russia and Russian interests. We are complying with all applicable sanctions that impact our business.

Since the onset of the war, and before, USSE has been building its inventory of iron ore and coal and procuring them through alternate sources. With the EU prohibiting purchases of coal from suppliers in Russia, new purchases of coal originating from Russia have stopped. The Company has built up sufficient inventory on site or in-transit to meet current customer demand and alternate supply chains have been fully implemented.

Additionally, Russian supply of natural gas to Europe has decreased significantly in response to enacted sanctions. However, Slovakia has natural gas storage and access to additional supply from countries including Norway, the U.S. and Africa. Together,
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these sources are enough to support the country's expected consumption through the first half of 2023, which includes demand for natural gas for our USSE segment operations.
RESULTS OF OPERATIONS

U. S. Steel's results in the three months ended March 31, 2023, compared to the same period in 2022, declined for the North American Flat-Rolled, Mini Mill and U. S. Steel Europe segments, primarily as a result of lower sales pricing. The Company's Tubular Products segment outperformed the prior year period due to higher sales pricing and increased demand.

North American Flat-Rolled (Flat-Rolled): Flat-Rolled results declined primarily due to lower sales price across many customer and manufacturing industries.

Mini Mill: Mini Mill results declined primarily due to lower sales price across most consuming industries.

USSE: USSE results declined primarily due to lower sales volume and price and higher raw material and energy costs.

Tubular: Tubular results improved primarily due to higher sales price from the steady high levels of drilling activity, partially offset by continued high levels of imports.
Net salesby segment for the three and nine months ended September 30, 2017March 31, 2023 and 20162022 are set forth in the following table:

  Three Months Ended 
 September 30,
   Nine Months Ended 
 September 30,
 
(Dollars in millions, excluding intersegment sales) 2017 2016 
%
Change
 2017 2016
%
Change
Flat-Rolled Products (Flat-Rolled) $2,249
 $1,986
 13% $6,265
 $5,643
11 %
U. S. Steel Europe (USSE) 710
 575
 23% 2,123
 1,616
31 %
Tubular Products (Tubular) 276
 114
 142% 682
 303
125 %
     Total sales from reportable segments 3,235
 2,675
 21% 9,070
 7,562
20 %
Other Businesses 13
 11
 18% 47
 49
(4)%
Net sales $3,248
 $2,686
 21% $9,117
 $7,611
20 %
Three Months Ended March 31,
(Dollars in millions, excluding intersegment sales)20232022% Change
Flat-Rolled$2,570 $2,954 (13)%
Mini Mill553 718 (23)%
USSE838 1,251 (33)%
Tubular505 309 63%
     Total sales from reportable segments4,466 5,232 (15)%
Other4 100%
Net sales$4,470 $5,234 (15)%



Management’s analysis of the percentage change in net sales for U. S. Steel’s reportable business segments for the three months ended September 30, 2017March 31, 2023 versus the three months ended September 30, 2016March 31, 2022:

Steel Products (a)
VolumePriceMix
FX (b)
Other (c)
Net Change
Flat-Rolled15 %(24)%(3)%— %(1)%(13)%
Mini Mill29 %(52)%— %— %— %(23)%
USSE(20)%(9)%(1)%(4)%%(33)%
Tubular%60 %%— %— %63 %
(a) Excludes intersegment sales.
(b) Foreign currency translation effects.
(c) Primarily sales of raw materials and coke making by-products.

Net sales for the three months ended March 31, 2023 compared to the same period in 2022 were $4,470 million and $5,234 million, respectively.
For the Flat-Rolled segment, the decrease in sales primarily resulted from lower average realized prices ($356 per ton) across most products, partially offset by increased shipments (331 thousand tons) across most products.
For the Mini Mill segment, the decrease in sales primarily resulted from lower average realized prices ($578 per ton) across all products, partially offset by increased shipments (152 thousand tons) across all products.
For the USSE segment, the decrease in sales primarily resulted from lower average realized prices ($200 per ton) across most products and decreased shipments (227 thousand tons) across most products.
For the Tubular segment, the increase in sales primarily resulted from higher average realized prices ($1,408 per ton) and increased shipments (3 thousand tons).
Selling, general and administrative expenses

-25-


Selling, general and administrative expenses were $99 million in the three months ended March 31, 2023 compared to $117 million in the three months ended March 31, 2022. The change in period over period expenses was primarily driven by profit and variable based incentive costs.

Restructuring and other charges
During the three months ended March 31, 2023, the Company recognized restructuring and other charges of $1 million compared to charges of $17 million recognized during the three months ended March 31, 2022. The charges recognized in the current and the prior year period pertain to the planned disposition of certain assets related to a component of the Company's flat-rolled business. See Note 20 to the Condensed Consolidated Financial Statements for further details.

Operating configuration adjustments

The Company adjusts its operating configuration in response to changes in market conditions, global overcapacity, unfair trade practices, and changes in customer demand. These operating configuration adjustments can include indefinitely and temporarily idling certain of its facilities as well as re-starting production at certain of its facilities. The Company will continue to adjust its operating configuration in order to ensure its order book and production footprint are balanced.

Idled Operations

The following operations were initially idled in 2020 and remained idle as of March 31, 2023. These facilities and their respective carrying values as of March 31, 2023 included:
Blast furnace A at Granite City Works, $55 million
Lone Star Tubular Operations, $5 million
Lorain Tubular Operations, $60 million
Wheeling Machine Products coupling production facility at Hughes Springs, Texas, immaterial

In 2022, U. S. Steel indefinitely idled the majority of the tin mill operations at Gary Works. This included the Tin Line #5 and the Tin Line #6. As of March 31, 2023, the carrying value of the indefinitely idled tin mill operations assets at Gary Works is $80 million.

In the first quarter of 2023, the Company completed the previously announced permanent shutdown of coke batteries numbers 1 through 3 at the Mon Valley Works.

Earnings (loss) before interest and income taxes by segment is set forth in the following table:
Three Months Ended September 30, 2017 versus Three Months Ended September 30, 2016
-26-


Three months ended March 31,%
Change
(Dollars in millions)(Dollars in millions)20232022
Flat-RolledFlat-Rolled$(7)$529 (101)%
Mini MillMini Mill12 278 (96)%
USSEUSSE(34)264 (113)%
TubularTubular232 77 201 %
Total earnings from reportable segments203 1,148 (82)%
OtherOther3 (57)%
Segment earnings before interest and income taxes206 1,155 (82)%
Items not allocated to segments:Items not allocated to segments:
Restructuring and other charges(1)(17)
Stock-based compensation expense(a)
(11)(16)
 
Steel Products (a)
    
 Volume Price Mix 
FX (b)
 
Coke, Pellets &
Other
(c)
 Net
Change
Flat-Rolled (3)% 1% 2% % 13% 13%
USSE (3)% 18% 3% 5% % 23%
Tubular 73 % 7% 58% % 4% 142%
Other charges, net(5)(4)
Total earnings before interest and income taxesTotal earnings before interest and income taxes$189 $1,118 (83)%
(a) The prior year was retroactively adjusted to reflect the reclassification of stock-based compensation expense.
(a) The prior year was retroactively adjusted to reflect the reclassification of stock-based compensation expense.
(a) Excludes intersegment sales
(b) Foreign currency translation effects
(c) Includes sales of scrap inventory
Net sales were $3,248 million in the three months ended September 30, 2017, compared with $2,686 million in the same period last year. The increase in sales for the Flat-Rolled segment primarily reflected a favorable impact from increased third-party pellet sales, a higher value added product mix, and higher average realized prices (increase of $10 per net ton) as a result of improved market conditions. The increase in sales for the USSE segment was primarily due to higher average realized euro-based prices (increase of 93 per net ton) as a result of lower imports, partially offset by decreased shipments (decrease of 38 thousand net tons). The increase in sales for the Tubular segment primarily reflected increased shipments (increase of 82 thousand net tons), a favorable impact on product mix as a result of increased shipments of seamless tubular products, and higher average realized prices (increase of $384 per net ton) as a result of improved market conditions.
Management’s analysis of the percentage change in net sales for U. S. Steel’s reportable business segments for the nine months ended September 30, 2017 versus the nine months ended September 30, 2016 is set forth in the following table:
Nine Months Ended September 30, 2017 versus Nine Months Ended September 30, 2016
  
Steel Products (a)
    
  Volume Price Mix 
FX (b)
 
Coke, Pellets &
Other
(c)
 Net
Change
Flat-Rolled (5)% 22% (11)% % 5% 11%
USSE 3 % 29% (1)% % % 31%
Tubular 96 % 6% 16 % % 7% 125%
(a) Excludes intersegment sales
(b) Foreign currency translation effects
(c) Includes sales of scrap inventory

Net sales were $9,117 million in the nine months ended September 30, 2017, compared with $7,611 million in the same period last year. The increase in sales for the Flat-Rolled segment primarily reflected higher average realized prices (increase of $72 per net ton) and increased third-party pellet sales, partially offset by a decrease in shipments (decrease of 280 thousand net tons) as a result of a planned outage at our Great Lakes Works facility and an unfavorable impact on product mix as a result of increased sales of hot-rolled products. The increase in sales for the USSE segment was primarily due to higher average realized euro-based prices (increase of €121 per net ton) and an increase in shipments (increase of 98 thousand net tons), both as a result of improved market conditions. The increase in sales for the Tubular segment primarily reflected increased shipments (increase of 247 thousand net tons), a higher value product mix, and higher average realized prices (increase of $174 per net ton) as a result of improved market conditions.

Pension and other benefits costs
Pension and other benefit costs are reflected in our cost of sales and selling, general and administrative expense line items in the Consolidated Statements of Operations.


Defined benefit and multi-employer pension plan costs totaled $27 million and $82 million in the three and nine months ended September 30, 2017, respectively, compared to $33 million and $84 million in the comparable periods in 2016.
Costs related to defined contribution plans totaled $11 million and $32 million in the three and nine months ended September 30, 2017, respectively, compared to $10 million and $32 million in the comparable periods in 2016.
Other benefit expense (income), totaled $20 million and $(1) million in the three months ended September 30, 2017 and September 30, 2016, respectively, and $59 million and $(3) million in the nine months ended September 30, 2017 and 2016, respectively. The $21 million and $62 million increases in expense in the 2017 periods are primarily due to a lower return on asset assumption as a result of actions taken in 2016 to de-risk the other postemployment benefit (OPEB) plans.
Net periodic pension cost, including multi-employer plans, is expected to total approximately $105 million in 2017. Total other benefits costs in 2017 are expected to total approximately $78 million. The pension cost projection includes approximately $57 million of contributions to the Steelworkers Pension Trust.
Non-retirement post-employment benefits
U. S. Steel incurred a favorable adjustment associated with a change in estimate that resulted in a benefit of approximately $2 million and $3 million for the three and nine months ended September 30, 2017, respectively, compared to costs of approximately $9 million and $7 million for the three and nine months ended September 30, 2016, respectively, related to employee costs for supplemental unemployment benefits and the continuation of health care benefits and life insurance coverage for employees associated with the temporary idling of certain facilities and reduced production at others. Payments for these benefits during the three and nine months ended September 30, 2017 were $3 million and $16 million, respectively. Payments for these benefits during the three and nine months ended September 30, 2016 were $19 million and $58 million, respectively.
Selling, general and administrative expenses
Selling, general and administrative expenses were $89 million and $265 million in the three and nine months ended September 30, 2017, respectively, compared to $73 million and $206 million in the three and nine months ended September 30, 2016, respectively. The increase is primarily related to increased other benefit costs as described above.
Operating configuration adjustments
Over the past three years, the Company has adjusted its operating configuration in response to challenging market conditions as a result of global overcapacity and unfair trade practices by temporarily idling production at certain of its facilities.
As of September 30, 2017, the following facilities are temporarily idled:
Temporarily Idled:
Tubular Processing (idled in April 2015)
Granite City Works - Steelmaking Operations (idled in December 2015)

The carrying value of the long-lived assets associated with the temporarily idled facilities listed above total approximately $164 million.

Other Strategic Decisions

In March of 2017, U. S. Steel made the strategic decision to permanently shutdown and relocate the Lorain #6 Quench & Temper Mill as a result of the challenging market conditions for tubular products.

In December of 2016, U. S. Steel made the strategic decision to permanently shutdown the Lorain #4 and Lone Star #1 pipe mills and the Bellville Tubular Operations after considering a number of factors, including challenging market conditions for tubular products, reduced rig counts and unfairly traded imports.

U. S. Steel will continue to evaluate potential strategic and organizational opportunities, which may include the acquisition, divestiture or consolidation of assets. Given recent market conditions, the cyclicality of our industry, and the continued challenges faced by the Company, we are focused on strategically maintaining and spending cash (including capital investments under our asset revitalization program), in order to invest in areas consistent with our long-term strategy, and are considering various possibilities, including exiting lines of business and the sale of certain


assets, that we believe would ultimately result in a stronger balance sheet and greater stockholder value. The Company will pursue opportunities based on its long-term strategy, and what the Board of Directors determines to be in the best interests of the Company's stockholders at the time.

Better operating performance in our Flat-Rolled segment, coupled with relatively stable market conditions during 2017, have resulted in improved segment results in recent quarters. As we continue with the implementation of our asset revitalization plan, as noted below, and as our investments in our facilities continue to increase, we expect the sustainable improvements in safety, quality, delivery and costs we are targeting to position us to succeed over the long term, and support future growth initiatives.

Asset Revitalization
As part of a long-term strategic initiative of the Company, the Board of Directors has approved a multi-year asset revitalization program focused on our Flat-Rolled segment. The program is structured over three to four years, and involves an aggregate capital investment of approximately $1.2 billion. Management evaluated our performance in the key industries we serve, and developed projects across multiple Flat-Rolled segment assets with a continuous focus on improving safety, quality, delivery and costs. The Company views this program as essential to improving predictability and our ability to compete effectively in the industry. As we revitalize our assets, we expect to increase profitability, productivity, operational consistency, and reduce volatility.
The asset revitalization program includes projects to address short-term operational and maintenance enhancements as well as larger initiatives. The projects vary in scope and cost. The investments specifically address issues that are critical to delivering quality products to our customers in a timely manner.
The identified projects and schedule may change to address our customers’ needs, current and future economic operating conditions, and risks identified in the production cycle. Through the multi-year asset revitalization program, we expect to make total capital investments of $1.2 billion, which consist of capital investments in our iron making facilities, steel making facilities, hot rolling facilities, and finishing facilities. The Company plans to fund the program through cash generated from operations and cash on hand.
Our total capital expenditures for 2017 are expected to be approximately $575 million, which includes approximately $200-250 million for the Company’s asset revitalization program.
Restructuring and Other Charges
During the nine months ended September 30, 2017, the Company recorded a net restructuring charge of $30 million, which consists of charges of $35 million related to the permanent shutdown of the No. 6 Quench & Temper Mill at Lorain Tubular Operations and a favorable adjustment of $5 million primarily associated with a change in estimate for previously recorded costs for environmental obligations and Company-wide headcount reductions. Cash payments were made related to severance and exit costs of $24 million.
Restructuring charges recorded during the three and nine months ended September 30, 2016 were immaterial.
Charges for restructuring and ongoing cost reduction initiatives are recorded in the period the Company commits to a restructuring or cost reduction plan, or executes specific actions contemplated by the plan and all criteria for liability recognition have been met. Charges related to the restructuring and cost reductions include severance costs, accelerated depreciation, asset impairments and other closure costs.
Management believes its restructuring actions with regards to the Company’s operations since 2014 will potentially impact the Company’s annual cash flows by approximately $300 million over the course of subsequent annual periods as a result of decreased employee, maintenance and other facility costs, as well as eliminating the need for capital investment at the facilities. These actions will result in other non-cash savings of approximately $90 million, primarily related to reduced depreciation expense in future periods. Management does not believe there will be any significant impact related to the Company’s revenues as a result of these actions. The Company has realized actual cash savings of approximately $300 million related to restructuring efforts through September 30, 2017.



Earnings (loss) before interest and income taxes by segment for the three and nine months ended September 30, 2017 and 2016 is set forth in the following table:

 Three Months Ended 
 September 30,
 %
Change
 Nine Months Ended 
 September 30,
 %
Change
(Dollars in millions) 2017 2016  2017 2016 
Flat-Rolled $160
 $114
 40 % $288
 $(68) 524 %
USSE 73
 81
 (10)% 215
 122
 76 %
Tubular (7) (75) 91 % (93) (217) 57 %
Total earnings (loss) from reportable segments 226
 120
 88 % 410
 (163) 352 %
Other Businesses 12
 18
 (33)% 34
 42
 (19)%
Segment earnings (loss) before interest and income taxes 238
 138
 72 % 444
 (121) 467 %
Items not allocated to segments:            
Postretirement benefit (expense) income (14) 8
 (275)% (42) 36
 (217)%
Other items not allocated to segments: 
 
 
 
 

 

Gain associated with retained interest in U. S. Steel Canada Inc. 
 
  % 72
 
 100 %
Gain on equity investee transactions 21
 
 100 % 21
 
 100 %
Loss on shutdown of certain tubular assets 
 
  % (35) 
 (100)%
Impairment of intangible assets 
 (14) 100 % 
 (14) 100 %
Restructuring and other charges and related adjustments 
 
  % 
 (2) 100 %
Total earnings (loss) before interest and income taxes $245
 $132
 86 % $460
 $(101) 555 %


Segment results for Flat-Rolled
Three months ended March 31,%
Change
20232022
(Loss) earnings before interest and taxes ($ millions)$(7)$529 (101)%
Gross margin9 %23 %(14)%
Raw steel production (mnt)2,393 2,205 %
Capability utilization74 %68 %%
Steel shipments (mnt)2,278 1,947 17 %
Average realized steel price per ton$1,012 $1,368 (26)%
  Three Months Ended 
 September 30,
 %
Change
 Nine Months Ended 
 September 30,
 % Change
  2017 2016  2017 2016 
Earnings (loss) before interest and income taxes ($ millions) $160
 $114
 40% $288
 $(68) 524 %
Gross margin 13% 13% % 11% 5% 6 %
Raw steel production (mnt) 2,821
 2,734
 3% 8,247
 8,248
  %
Capability utilization 66% 64% 2% 65% 65%  %
Steel shipments (mnt) 2,544
 2,535
 % 7,445
 7,725
 (4)%
Average realized steel price per ton $728
 $718
 1% $730
 $658
 11 %

The increasedecrease in Flat-Rolled results for the three months ended September 30, 2017March 31, 2023 compared to the same period in 20162022 was primarily resulted from a favorable impact related to our change in accounting method for property, plant and equipment (approximately $85 million), higherdue to:
lower average realized prices, including mix (approximately $70$755 million) as a result of improved market conditions and
lower non-prime sales (approximately $10 million)
higher results from our mining operationsraw material costs (approximately $50$30 million)
higher energy costs (approximately $40 million)
unfavorable equity investees income (approximately $40 million), including benefits from the restart of our Keetac facility to support third-party pellet sales. These
these changes were partially offset by higher raw materialsby:
increased shipments, including volume efficiencies (approximately $225 million)
lower operating costs (approximately $100$30 million), increased maintenance
lower other costs, and asset revitalization spendingpredominantly variable compensation (approximately $35$85 million) and higher energy costs (approximately $20 million).



The increase in Flat-Rolled resultsGross margin for the ninethree months ended September 30, 2017March 31, 2023 compared to the same period in 2016 resulted from higher average realized prices (approximately $625 million)2022 decreased primarily as a result of improved market conditions, a favorable impact related to our change in accounting method for property, plant and equipment (approximately $185 million), higher results from our mining operations (approximately $35 million) including benefits from the restart of our Keetac facility to support third-party pellet sales, and decreased costs for profit-based payments (approximately $25 million). These changes werelower average realized prices, partially offset by increased maintenance costs and asset revitalization spending (approximately $325 million), higher raw materials costs, primarily scrap and coal (approximately $115 million), higher energy costs (approximately $50 million) and decreased shipment volumes as a result of a planned outage at our Great Lakes Works facility (approximately $30 million).sales volume.
Gross margin
-27-


Segment results for Mini Mill
Three Months Ended March 31,%
Change
20232022
Earnings before interest and taxes ($ millions)$12 278 (96)%
Gross margin10 %46 %(36)%
Raw steel production (mnt)759 601 26 %
Capability utilization93 %74 %19 %
Steel shipments (mnt)659 507 30 %
Average realized steel price per ton$794 $1,372 (42)%

The decrease in Mini Mill results for the ninethree months ended September 30, 2017 asMarch 31, 2023 compared to the same period in 2016 2022 was primarily due to:
lower average realized prices, including mix (approximately $430 million)
lower other and non-prime sales (approximately $10 million)
these changes were partially offset by:
increased shipments (approximately $110 million)
lower raw material costs (approximately $40 million)
lower other costs, primarily variable compensation (approximately $25 million).

Gross margin for the three months ended March 31, 2023 compared to the same period in 2022 decreased primarily as a result of higherlower average realized prices due to improved contract and spot market prices, in addition to the favorable impact on cost of goods sold related to our change in accounting method for property, plant and equipment.sales price, partially offset by higher sales volume.

Segment results for USSE
Three Months Ended March 31,%
Change
20232022
(Loss) earnings before interest and taxes ($ millions)$(34)$264 (113)%
Gross margin %24 %(24)%
Raw steel production (mnt)1,092 1,088 — %
Capability utilization89 %88 %%
Steel shipments (mnt)883 1,110 (20)%
Average realized steel price per ($/ton)$909 $1,109 (18)%
Average realized steel price per (€/ton)847 988 (14)%
  Three Months Ended 
 September 30,
 %
Change
 Nine Months Ended 
 September 30,
 % Change
  2017 2016  2017 2016 
Earnings before interest and income taxes ($ millions) $73
 $81
 (10)% $215
 $122
 76%
Gross margin 15% 20% (5)% 14% 14% %
Raw steel production (mnt) 1,235
 1,279
 (3)% 3,778
 3,689
 2%
Capability utilization 98% 102% (4)% 101% 98% 3%
Steel shipments (mnt) 1,067
 1,105
 (3)% 3,333
 3,235
 3%
Average realized steel price per ton ($) $639
 $503
 27 % $617
 $483
 28%
Average realized steel price per ton (€) 544
 451
 21 % 554
 433
 28%

The decrease in USSE results for the three months ended September 30, 2017March 31, 2023 compared to the same period in 20162022 was primarily due to to:
lower average realized prices, including mix (approximately $115 million)
decreased shipments (approximately $45 million)
higher raw materialsmaterial costs primarily for coal and iron ore (approximately $120$125 million), partially offset by
higher average realized euro-based pricesenergy costs (approximately $105$10 million) and the strengthening
weakening of the euroEuro versus the U.S. dollar (approximately $10$25 million).,
The increase in USSE results for the nine months ended September 30, 2017 compared to the same period in 2016 was primarily due to higher average realized euro-based prices (approximately $470 million) and increased shipment volumes (approximately $10 million),these changes were partially offset by higher raw materialsby:
lower operating costs primarily coal and iron ore (approximately $390$5 million)
lower other costs (approximately $15 million).

Gross margin for the three months ended September 30, 2017 asMarch 31, 2023 compared to the same period in 20162022 decreased primarily as a result of higher raw materials costs, partially offset by higherlower average realized euro-based prices.prices and sales volume.

Segment results for Tubular
-28-


Three Months Ended March 31,%
Change
 Three Months Ended 
 September 30,
 %
Change
 Nine Months Ended 
 September 30,
 % Change20232022
 2017 2016 2017 2016 
Loss before interest and income taxes ($ millions) $(7) $(75) 91% $(93) $(217) 57%
Earnings before interest and taxes ($ millions)Earnings before interest and taxes ($ millions)$232 $77 201 %
Gross margin 4% (43)% 47% (5)% (45)% 40%Gross margin49 %29 %20 %
Raw steel production (mnt)Raw steel production (mnt)171 156 10 %
Capability utilizationCapability utilization77 %70 %%
Steel shipments (mnt) 185
 103
 80% 509
 262
 94%Steel shipments (mnt)131 128 %
Average realized steel price per ton $1,433
 $1,049
 37% $1,268
 $1,094
 16%Average realized steel price per ton$3,757 $2,349 60 %

The increase in Tubular results for the three months ended September 30, 2017March 31, 2023 compared to the same period in 2022 was primarily due to:
higher average realized prices (approximately $170 million)
increased shipments (approximately $5 million)
lower raw material costs (approximately $5 million),
these changes were partially offset by:
higher operating costs (approximately $5 million)
higher other costs, primarily variable compensation (approximately $20 million).
Gross margin for the three months ended March 31, 2023 compared to the same period in 2022 increased primarily as a result of higher average realized prices.

Net interest and other financial benefits
Three Months Ended March 31,%
Change
(Dollars in millions)20232022
Interest expense$27 $50 46 %
Interest income(30)(1)2,900 %
Other financial costs6 (200)%
Net periodic benefit income(42)(61)(31)%
Net gain from investments related to active employee benefits(22)— n/a
Total net interest and other financial benefits$(61)$(10)510 %

Net interest and other financial benefits improved in the three months ended March 31, 2023, as compared to the same period in 20162022 primarily due to increased interest income on cash deposits, lower interest expense as a result of increased capitalized interest, and gains on the investments in the surplus VEBA subaccount portfolio, partially offset by reduced net periodic benefit income due to 2022 plan asset performance, the transfer of $595 million in surplus VEBA funds, and increased prior service cost.
Income taxes

Income tax expense was $51 million and $246 million for the three months ended March 31, 2023 and March 31, 2022, respectively. The change from the prior year period was primarily due to increased average realized prices and shipment volumes as a result of improving market conditions (approximately $60 million) and decreased labor and other operating costs (approximately $25 million), partially offset by higher substrate costs ($20 million).decrease in earnings before taxes.


The increase in Tubular results for the nine months ended September 30, 2017 as compared to the same period in 2016 was primarily due to decreased labor and other operating costs (approximately $115 million), increased average realized prices and shipment volumes as a result of improving market conditions (approximately $45 million), partially offset by higher substrate costs (approximately $40 million).
Gross margins for the three and nine months ended September 30, 2017 as compared to the same periods in 2016 increased primarily due to increased average realized prices and shipment volumes and operating efficiencies.
Results for Other Businesses
Other Businesses had earnings of $12 million and $34 million in the three and nine months ended September 30, 2017, compared to earnings of $18 million and $42 million in the three and nine months ended September 30, 2016.
Items not allocated to segments
The increase in postretirement benefit expense in the three and nine months ended September 30, 2017 as compared to the same period in 2016 resulted from lower return on asset assumptions as a result of actions taken in 2016 to de-risk the OPEB plan.

We recognized a $72 million gain associated with our retained interest in U. S. Steel Canada Inc. (USSC) as a result of the restructuring and disposition of USSC on June 30, 2017.

We recognized a $21 million gain on equity investee transactions primarily due to the sale of our 15% ownership interest in Tilden Mining Company, L.C.

We recorded a $35 million loss on the shutdown of certain tubular assets in the nine months ended September 30, 2017 as a result of the permanent shutdown, and relocation, of the No. 6 Quench & Temper Mill at Lorain Tubular Operations.

We recorded an impairment charge of $14 million in the nine months ended September 30, 2016 on our indefinite lived intangible assets related to certain of our patents in our Tubular segment as a result of an annual quantitative evaluation that was performed during the third quarter of 2016.
We recorded a net favorable adjustment of $2 million for restructuring and other charges and related adjustments in the nine months ended September 30, 2016 primarily due to changes in estimates associated with supplemental unemployment and severance cost accruals with respect to our actions to adjust our operating configuration, streamline our operational processes, and reduce costs. The favorable adjustment resulted from a reduction in the estimated number of employees on layoff and the length of time employees are projected to be on layoff.
Net interest and other financial costsearnings

  Three Months Ended 
 September 30,
 
%
Change
 Nine Months Ended 
 September 30,
 %
Change
(Dollars in millions) 2017 2016  2017 2016 
Interest expense $60
 $58
 3% $173
 $173
 %
Interest income (5) (2) 150% (13) (5) 160%
Loss on debt extinguishment 31
 
 100% 32
 22
 45%
Other financial costs (income) 12
 6
 100% 37
 18
 106%
Total net interest and other financial costs $98
 $62
 58% $229
 $208
 10%
During the three and nine months ended September 30, 2017, U. S. Steel issued $750 million of 6.875% Senior Notes due August 15, 2025 (2025 Senior Notes) and redeemed all of its $161 million 7.00% Senior Notes due 2018, $200 million 6.875% Senior Notes dues 2021, and $400 million 7.50% Senior Notes due 2022 for an aggregate redemption cost of approximately $808 million, which included $761 million for the remaining principal balances, $21 million in accrued and unpaid interest and $26 million in redemption premiums which have been reflected within the loss on debt extinguishment line in the table above, of which approximately $4 million was a make-whole premium. For further information see Note 13 to the Consolidated Financial Statements.


During the nine months ended September 30, 2016, U. S. Steel issued $980 million of 8.375% Senior Secured Notes due July 1, 2021 (2021 Senior Notes) and repurchased several tranches of its outstanding senior notes through various tender offers, redemptions and open market purchases, including the redemption of our remaining 6.05% Senior Notes due 2017 for an aggregate principal amount of approximately $444 million plus a total make-whole premium of approximately $22 million, which has been reflected within the loss on debt extinguishment line in the table above.
The increase in net interest and other financial costs in the three and nine months ended September 30, 2017 compared to the three and nine months ended September 30, 2016 is primarily due to a loss on debt extinguishment as described above and decreased foreign currency gains.
The income tax (benefit) provision was less than $1 million and $3 million in the three and nine months ended September 30, 2017 compared to $19 million and $26 million in the three and nine months ended September 30, 2016. Included in the tax provision in the first nine months of 2017 is a benefit of $13 million related to the carryback of certain losses to prior years, as well as a benefit of $25 million related to the Company’s intent to claim a refund of Alternative Minimum Tax credits pursuant to a provision in the Protecting Americans from Tax Hikes Act. Due to the full valuation allowance on our domestic deferred tax assets, the tax provision does not reflect any tax benefit for domestic pretax losses.
For further information on income taxes see Note 9 to the Consolidated Financial Statements.
Net earnings attributable to United States Steel Corporation were $147 million and $228$199 million in the three and nine months ended September 30, 2017,March 31, 2023 compared to net earnings (loss) of $51 million and $(335)$882 million in the three and nine months ended September 30, 2016.March 31, 2022. The changes primarily reflect the factors discussed above.
-29-
BALANCE SHEET


Accounts receivable increasedLIQUIDITY AND CAPITAL RESOURCES

Net Cash Provided by $279 million from year-end 2016 primarily due to higher average realized prices, as well as increased shipment volumes in our Flat-Rolled and Tubular segments in the third quarter of 2017 compared to the fourth quarter of 2016.Operating Activities
Inventories increased by $164 million from year-end 2016 primarily as a result of increased operating levels and higher raw materials prices in our USSE and Flat-Rolled segments.
Accounts payable and other accrued liabilities increased by $429 million from year-end 2016 primarily as a result of increased operating levels and higher raw materials prices in our USSE and Flat-Rolled segments.
Payroll and benefits payable decreased by $67 million from year-end 2016 primarily due to incentive payments related to 2016 financial performance that we paid in March 2017.
Short-term debt and current maturities of long-term debt decreased by $47 million from year-end 2016 primarily due to the repayment of environmental bonds.
Employee benefits decreased by $97 million from year-end 2016 primarily as a result of impacts from the natural maturation of our pension plans.
Long-term debt decreased by $85 million from year-end 2016 primarily due to the repayment of the Recovery Zone Bonds, for which an "Extraordinary Mandatory Redemption" was triggered under the applicable indenture as a result of the permanent shutdown of and decision to relocate the No. 6 Quench & Temper Mill at Lorain Tubular Operations during the first quarter of 2017. We have decided to relocate the Lorain No. 6 Quench & Temper equipment to one of several other sites under consideration to optimize our operations.
CASH FLOW
Net cash provided by operating activities was $541$181 million for the ninethree months ended September 30, 2017March 31, 2023 compared to $580net cash provided by operating activities of $771 million in the same period last year.in 2022. The period over period decrease isin cash from operations from the prior year period was primarily due to lower net earnings and changes in income taxes payable and deferred taxes, partially offset by changes in working capital period over period partially offset by improved financial results and the payment received in satisfaction of our secured claims from U. S. Steel Canada Inc.
capital. Changes in working capital can vary significantly depending on factors such as the timing of inventory production and purchases, which is affected by the length of our business cycles as well as our captive raw materials position, customer payments of accounts receivable and payments to vendors in the regular course of business.



Our key working capital components include accounts receivable and inventory. The accounts receivable and inventory turnover ratiosAs shown below our cash conversion cycle for the three months and twelve months ended September 30,2017 and 2016 are as follows:
  Three Months Ended 
 September 30,
 Twelve Months Ended 
 September 30,
  2017 2016 2017 2016
Accounts Receivable Turnover 2.2
 2.2
 8.6
 8.0
Inventory Turnover 1.6
 1.4
 6.1
 4.7
The increase in the inventory turnover approximates 10first quarter of 2023 decreased by 5 days for the three months ended September 30, 2017 as compared to September 30, 2016the fourth quarter of 2022.
Cash Conversion CycleFirst Quarter of 2023Fourth Quarter of 2022
$ millionsDays$ millionsDays
Accounts receivable, net (a)
$1,80835$1,63439
+ Inventories (b)
$2,54156$2,35960
- Accounts Payable and Other Accrued Liabilities (c)
$3,00167$2,83170
= Cash Conversion Cycle (d)
2429
(a) Calculated as Average Accounts Receivable, net divided by total Net Sales multiplied by the number of days in the period.
(b) Calculated as Average Inventory divided by total Cost of Sales multiplied by the number of days in the period.
(c) Calculated as Average Accounts Payable and Other Accrued Liabilities less bank checks outstanding and other current liabilities divided by total Cost of Sales multiplied by the number of days in the period.
(d) Calculated as Accounts Receivable Days plus Inventory Days less Accounts Payable Days.

The cash conversion cycle is a non-generally accepted accounting principles (non-GAAP) financial measure. We believe the cash conversion cycle is a useful measure in providing investors with information regarding our cash management performance and is primarily duea widely accepted measure of working capital management efficiency. The cash conversion cycle should not be considered in isolation or as an alternative to other GAAP metrics as an increase in costindicator of goods sold mainly attributable to higher raw materials costs across all of our segments.performance.
The increase in the accounts receivable turnover approximates 3 days for the twelve months ended September 30, 2017 as compared to September 30, 2016 and is primarily due to increased sales as a result of increased shipments in our Tubular and USSE segments as well as higher average realized prices across all of our segments in the twelve months ended September 30, 2017 as compared to September 30, 2016. The increase in the inventory turnover approximates 17 days for the twelve months ended September 30, 2017 as compared to September 30, 2016 and is primarily due to an increase in cost of goods sold mainly attributable to higher raw materials costs across all of our segments as well as decreased inventory levels in our Flat-Rolled and Tubular segments resulting from better inventory management.
The last-in, first-out (LIFO) inventory method is the predominant method of inventory costing in the United States. At September 30, 2017for our Flat-Rolled and September 30, 2016, the LIFO method accounted for 74 percent and 77 percent of total inventory values, respectively. In the U.S., management monitors inventory realizability by comparing the LIFO cost of inventory with the replacement cost of inventory. To the extent the replacement cost (i.e., market value) of inventory is lower than the LIFO cost of inventory, management will write the inventory down. As of September 30, 2017 and December 31, 2016 the replacement cost of the inventory was higher by approximately $757 million and $489 million, respectively. Additionally, basedTubular segments. Based on the Company’s latest internal forecasts and its inventory requirements, management does not believe there will be significant permanent LIFO liquidations that would impact earnings for the remainder of 2017.2023.
Capital expenditures
Net Cash Used in Investing Activities

Net cash used in investing activities was $738 million for the ninethree months ended September 30, 2017, were $291 million,March 31, 2023 compared with $268to net cash used in investing activities of $352 million in the same period in 20162022. The increase in net cash used in investing activities was primarily due to increased capital expenditures (discussed in more detail below).

Capital expendituresfor the three months ended March 31, 2023, were $740 million, compared with $349 million in the same period in 2022. Mini Mill capital expenditures were $563 million and included $419 million for BR2, exclusive of the air separation unit, as well as spending for the CGL and the NGO being built at the existing Big River Steel facility. Flat-Rolled capital expenditures were $206$139 million which includes spending for the construction of a DR grade pellet facility at Keetac as well as mining equipment and other infrastructure, environmental, Gary pig iron facility and other strategic projects across the Flat-Rolled footprint. USSE capital expenditures were $26 million and included spending for the Great Lakes Works Basic Oxygen Process truss off gas main replacement andblast furnace, stove rebuild, Mon Valley Works blast furnace stove rebuild, Midwest Plant galvanneal furnace upgrade,enterprise resource planning (ERP) project, 5-stand control system upgrades and various other infrastructure, environmental and strategic projects. Tubular capital expenditures of $19 million primarily related to Lone Star pipe mill finishing and Lorain primary electric utility supply, as well as various other strategic capital projects. USSE capital expenditures of $62 million consisted of spending for a boiler house upgrade, pickle line upgrades and various other infrastructure and environmental projects.
Capital expenditures for 2017 are expected to total approximately $575were $12 million and remain focused largely on strategic,included spending to support steelmaking, infrastructure, and environmental projects as well as asset revitalization of our equipment to improve our operating reliability and efficiency, and product quality and cost by focusing on investmentswithin the Tubular footprint.

Net Cash Used in our North American Flat-Rolled assets.Financing Activities
U. S. Steel’s contractual commitments to acquire property, plant and equipment at September 30, 2017, totaled $143 million.
During the three and nine months ended September 30, 2017, U. S. Steel received approximately $105Net cash used in financing activitieswas $117 million for the sale of its 15% ownership interest in Tilden Mining Company L.C. on September 29, 2017.
During the ninethree months ended September 30, 2017, U. S. Steel received approximately $127 millionMarch 31, 2023 compared to net cash used in satisfactionfinancing activities of its secured and unsecured claims, including interest, as a result of the restructuring and disposition of USSC on June 30, 2017.
With reduced pricing for iron-ore, management is considering its options with respect to the Company's iron-ore position in the United States, and restarted its Keetac mining operations in February of 2017 as a result of reaching agreements to supply iron ore pellets to third-party customers. The Company is also exploring opportunities related to the availability of reasonably priced natural gas as an alternative to coke in the iron reduction process to improve our cost


competitiveness, while reducing our dependence on coal and coke. After receiving the necessary authorizations from the Jefferson County Department of Health and the Alabama Department of Environmental Management for the Fairfield Electric Arc Furnace (EAF) project, construction began in the second quarter of 2015, but due to challenging market conditions resulting from depressed oil prices and reduced oil rig counts, the completion of the Fairfield EAF has been postponed.
Issuance of long-term debt, net of financing costs, totaled $737 million and $958$71 million in the nine months ended September 30, 2017 and 2016, respectively.Duringsame period last year. The period over period increase in cash used in financing activities was primarily due to the nine months ended September 30, 2017 U. S. Steel issued $750 millionabsence of 6.875% Senior Notes due August 15, 2025. U. S. Steel received net proceeds from the offering of approximately $737 million after fees of approximately $13 million related to underwriting and third party expenses. During the nine months ended September 30, 2016,U. S. Steel issued $980 million of 8.375% Senior Secured Notes due July 1, 2021. U. S. Steel received net proceeds from the offering of approximately $958 million after fees of approximately $22 million related to underwriting and third party expenses. For further information see Note 13 to the Consolidated Financial Statements.
Repayment of long-term debt totaled $902 million and $1,019 milliongovernment incentives in the nine months ended September 30, 2017 and 2016, respectively. During the nine months ended September 30, 2017, U. S. Steel redeemed the entire aggregate principal amountcurrent period, partially offset by decreased repurchases of its $70 million of the Lorain County Port Authority Recovery Zone Facility Revenue Bonds. Additionally, U. S. Steel redeemed all of the aggregate principal amount of its $161 million 7.00% Senior Notes due 2018, $200 million 6.875% Senior Notes due 2021, and $400 million 7.50% Senior Notes due 2022 for a total aggregate redemption cost of approximately $785 million.common stock.
During the nine months ended September 30, 2016, U. S. Steel repurchased approximately $6 million of its 6.05% Senior Notes due 2017 through open market purchases and redeemed the remaining aggregate principal amount of approximately $444 million. Also, during the nine months ended September 30, 2016, U. S. Steel repurchased portions
Debt Financing

Certain of our outstanding senior notes which included our 7.00% Senior Notes due 2018, 7.375% Senior Notes due 2020, and our 6.875% Senior Notes due 2021 for a total aggregate principal value of $575 million through a series of issuer tender offers and open market repurchases. For further information see Note 13 tocredit facilities, including the Consolidated Financial Statements.
During 2016, U. S.Credit Facility Agreement, the Big River Steel paid $15 million for a settlement of contingent consideration, consisting of milestone payments and royalties, related to a 2013 acquisition of intangible assets.
Net proceeds fromour public offering of 21,735,000 sharesof common stock in August 2016totaled $482 million inABL Facility, the nine months ended September 30, 2016. Third-party expenses related to the issuance were approximately $18 million.


LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes U. S. Steel’s liquidity as of September 30, 2017:
(Dollars in millions)
 

Cash and cash equivalents$1,694
 Amount available under $1.5 Billion Credit Facility1,500

Amount available under USSK credit facilities294

Total estimated liquidity$3,488

As of September 30, 2017, $274 million of the total cash and cash equivalents was held by our foreign subsidiaries. Substantially all of the liquidity attributable to our foreign subsidiaries can be accessed without the imposition of income taxes as a result of the election effective December 31, 2013 to liquidate for U.S. income tax purposes a foreign subsidiary that holds most of our international operations.
U. S. Steel maintains a $1.5 billion asset-backed revolving credit facility. As of September 30, 2017, there were no amounts drawn on the $1.5 billion credit facility agreement (Third Amended and Restated Credit 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 Third Amended and RestatedUSSK Credit Agreement is less thanand the greater of 10 percent of the total aggregate commitmentsExport Credit Agreement, contain standard terms and $150 million. Based on the most recent four quarters as of September 30, 2017, we have met this covenant.conditions including customary material adverse
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change clauses. If we are unablea material adverse change was to meet this covenant inoccur, our ability to fund future periods, the amount available to the Company under this facility wouldoperating and capital requirements could be reduced by $150 million.
At September 30, 2017, USSK had no borrowings under its 200negatively impacted. The €300 million (approximately $236 million) unsecured revolving credit facility (the USSK Credit Agreement). The USSK Credit Agreement contains certain USSK specific financial covenants as well as other customary termscovenants. There are currently no amounts outstanding under the facility. The USSK Credit Agreement requires USSK to maintain a net debt to earnings before interest, taxes, depreciation and conditions. At Septemberamortization (EBITDA) ratio of less than 3.50:1 for the rolling twelve months ending June 30, 2017, USSK had full availability2023. The Company has determined that it may not be able to comply with this covenant at June 30, 2023 based on the currently forecasted EBITDA for the twelve-month period ending June 30, 2023. This could partially or fully limit USSK's ability to borrow under the USSK Credit Agreement. Any amendment or waiver may lead to additional lender protections, including a reduction of loan commitments or less favorable terms, and there can be no assurance that USSK can obtain waivers or amendments in timely fashion, or on acceptable terms or at all. The Company believes that USSK Credit Agreement expires in July 2020. Currently,will have adequate cash on hand as of June 30, 2023 and will not need to borrow under the USSK Credit Agreement permits one additional one-year extension to the final maturity date with the mutual consent of USSK and its lender.Agreement.
At September 30, 2017, USSK had no borrowings under its 40 million and 10 million unsecured credit facilities (collectively approximately $59 million) and the aggregate availability was approximately $58 million due to approximately $1 million of customs and other guarantees outstanding. The 40 million facility expires in December 2018. On October 27, 2017, USSK entered into an amendment to its €10 million unsecured credit agreement to extend the agreement's final maturity date from December 2017 to December 2018. The amendment also permits one additional one-year extension to the final maturity date at the mutual consent of USSK and its lender.

In August of 2017, U. S. Steel issued $750 million of 6.875% Senior Notes due August 15, 2025 (2025 Senior Notes). U. S. Steel received net proceeds from the offering of approximately $737 million after fees of approximately $13 million related to the underwriting and third party expenses. The net proceeds from the issuance of the 2025 Senior Notes, together with cash on hand, were used to repurchase portions of our outstanding senior notes (see Note 13 to the Consolidated Financial Statements, “Debt” for further details). Interest on the notes is payable semi-annually in arrears on February 15th and August 15th of each year, commencing on February 15, 2018.

For the twelve months ended September 30, 2017, the Non-Guarantor Subsidiaries (as defined in the Indenture governing the 2021 Senior Secured Notes), which consist principally of our tubular subsidiaries and our foreign subsidiaries, including USSK, represented approximately 39% of our net sales, 16% of our operating income and 37% of our adjusted earnings (loss) before interest, income taxes, depreciation, depletion and amortization (EBITDA) on a consolidated basis. As of September 30, 2017, the Non-Guarantor Subsidiaries represented 40% of our total assets and had $1.4 billion of total liabilities on a consolidated basis, including trade payables but excluding intercompany liabilities, all of which would be structurally senior to the 2021 Senior Secured Notes.
We may from time to time seek to retire or repurchase our outstanding long-term debt through open market purchases, privately negotiated transactions, exchange transactions, redemptions or otherwise. Such purchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, and other factors and may be commenced or suspended at any time. The amounts involved may be material.

On March 10, 2017, U. S. Steel announced the permanent shutdown of the No. 6 Quench & Temper Mill at Lorain Tubular Operations in Lorain, Ohio. Under the terms of the Trust Indenture dated as of December 1, 2010, between


the Lorain County Port Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee (the Indenture), this action and our decision to relocate the Lorain No. 6 Quench & Temper equipment to one of several other sites under consideration to optimize our operations, triggered an Extraordinary Mandatory Redemption of the Recovery Zone Bonds and accordingly required U. S. Steel to redeem the Recovery Zone Bonds and repay in full the principal amount plus accrued interest. In accordance with the terms of the Indenture, U. S. Steel paid in full all amounts due under the Indenture, comprised of $70 million principal and accrued interest of approximately $2 million, on April 27, 2017.
We use surety bonds, trusts and letters of credit to provide financial assurance for certain transactions and business activities. The use of some forms of financial assurance and cash collateral have a negative impact on liquidity. U. S. Steel has committed $157approximately $182 million of liquidity sources for financial assurance purposes as of September 30, 2017. IncreasesMarch 31, 2023. Changes in certain of these commitments which use collateral are reflected inwithin cash, cash equivalents and restricted cash on the Condensed Consolidated Statement of Cash Flows.
At September 30, 2017,
Share Repurchases

On July 25, 2022, following the completion of the previously authorized $800 million share repurchase programs, the Board of Directors authorized a new share repurchase program that allows for the repurchase of up to $500 million of its outstanding common stock from time to time in the eventopen market or privately negotiated transactions at the discretion of a changemanagement. The Company's share repurchase program does not obligate it to acquire any specific number of shares. Common stock repurchased under our share repurchase programs totaled 2.8 million shares for approximately $75 million in control of the three months ended March 31, 2023. See Note 22 to the Condensed Consolidated Financial Statements for further details.
Capital Requirements

U. S. Steel, theSteel’s contractual commitments to acquire property, plant and equipment at March 31, 2023, totaled $2.203 billion.
Liquidity
The following may occur: (a) debt obligations totaling $2,512 milliontable summarizes U. S. Steel’s liquidity as of September 30, 2017 (including the Senior Notes and Senior Secured Notes) may be declared due and payable; (b) the Third Amended and Restated Credit Agreement and USSK's 200 million revolving credit agreement may be terminated and any amounts outstanding declared due and payable; and (c) U. S. Steel may be required to either repurchase the leased Fairfield slab caster for $27 million or provide a cash collateralized letter of credit to secure the remaining obligation.March 31, 2023:
The maximum guarantees of the indebtedness and other obligations of unconsolidated entities of U. S. Steel totaled $4 million at September 30, 2017. If any default related to the guaranteed indebtedness occurs, U. S. Steel has access to its interest in the assets of the investees to reduce its potential losses under the guarantees.
(Dollars in millions)
Cash and cash equivalents$2,837 
Amount available under Credit Facility Agreement1,746 
Amount available under Big River Steel - Revolving Line of Credit350 
Amount available under USSK Credit Agreement and USSK Credit Facility342 
Total estimated liquidity$5,275 
Our major cash requirements in 2017 are expected to be for capital expenditures, asset revitalization, employee benefits, and operating costs, including purchases of raw materials.
We finished the thirdfirst quarter of 20172023 with $1,694$2,837 million of cash and cash equivalents and $3.5 billion$5,275 million of total liquidity. Available cash is left on deposit with financial institutions or invested in highly liquid securities with parties we believe to be creditworthy. Substantially all of the liquidity attributable to our foreign subsidiaries can be accessed without the imposition of income taxes as a result of a prior election to liquidate for U.S. income tax purposes a foreign subsidiary that holds most of our international operations.

We expect that our estimated liquidity requirements will consist primarily of our 2023 planned strategic and sustaining capital expenditures, working capital requirements, interest expense, and operating costs and employee benefits for our operations after taking into account the footprint actions and cost reductions at our plants and headquarters. Our available liquidity at March 31, 2023 consists principally of our cash and cash equivalents and available borrowings under the Credit Facility Agreement, Big River Steel ABL Facility, USSK Credit Agreement and the USSK Credit Facility.

Management continues to evaluate market conditions in our industry and our global liquidity position and may consider additional actions to further strengthen our balance sheet and optimize liquidity, including but not limited to the repayment or refinancing of outstanding debt and the incurrence of additional debt to opportunistically finance strategic projects. The Company may also return excess liquidity to shareholders through share repurchases and dividends from time to time if deemed appropriate by management.

U. S. Steel management believes that U. S. Steel'sour liquidity will be adequate to satisfyfund our requirements based on our current assumptions with respect to our results of operations and financial condition.

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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 $200 million. No guarantees or collateral are provided by the foreseeable future, includingCompany or any of its subsidiaries under the SCF program.

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, to complete currently authorizedwhile providing them with greater working capital spending programs. Future requirements for U. S. Steel’s business needs, including the funding of acquisitions and capital expenditures, scheduled debt maturities, repurchase of debt, share buyback, contributions to employee benefit plans, and any amounts that may ultimately be paidflexibility. The Company has no economic interest in connection with contingencies, are expected to be financed by a combination of internally generated funds (including asset sales), proceeds from the sale of stock, borrowings, refinancingsthe suppliers’ receivables and other external financing sources.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 March 31, 2023, accounts payable and accrued expenses included $107 million of outstanding payment obligations which suppliers elected to sell to participating financial institutions.
Environmental Matters, Litigation and Contingencies
Some of U. S. Steel’s facilities were in operation before 1900. Although managementthe Company believes that U. S. Steel’sits environmental practices have either led the industry or at least been consistent with prevailing industry practices, hazardous materials may have been and may continue to be released at current or former operating sites or delivered to sites operated by third parties.


Our U.S. facilities are subject to environmental laws applicable in the U.S., including the Clean Air Act (CAA)(the CAA), the Clean Water Act (CWA), the Resource Conservation and Recovery Act (RCRA) and the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), as well as state and local laws and regulations.


U. S. Steel has incurred and will continue to incur substantial capital, operating, and maintenance and remediation expenditures as a result of environmental laws and regulations, related to release of hazardous materials, which in recent years have been mainly for process changes to meet the CAA obligations and similar obligations in Europe.


Midwest Plant IncidentEU Environmental Requirements and Slovak Operations

On April 11, 2017, there was a process waste water release at our Midwest Plant in Portage, Indiana that impacted a water outfall that discharges to Burns Waterway near Lake Michigan. U. S. Steel identified the sourcePhase IV of the process releaseEU Emissions Trading System (the EU ETS) commenced on January 1, 2021 and made the necessary repairs. We determined that all repairs were safely working as intended and,will finish on April 14, 2017, we resumed operations in a controlled, phased and highly monitored approach with extensive input from participating government agencies.December 31, 2030. The Company has been presented with cost reimbursements, loss of use and penalty requests from the involved governmental agencies and intends to amicably resolve the matter.



Slovak Operations

A Memorandum of Understanding (MOU) was signed in March of 2013 between U. S. Steel and the government of Slovakia. The MOU outlines areas in which the government and U. S. Steel will work together to help create a more competitive environment and conditions for USSK. Incentives the government of Slovakia agreed to provide include potential participation in a renewable energy program that provides the opportunity to reduce electricity costs, as well as the potential for government grants and other support concerning investments in environmental control technology. Although there are many conditions and uncertainties regarding the grants, including matters controlled by the European Union (EU), the value of these incentives as stated in the MOU could be as much as €75 million (approximately $89 million). U. S. Steel also agreed to pay the government of Slovakia specified declining amounts should U. S. Steel sell USSK within five yearsCommission issued final approval of the dateupdated 2021-2025 Slovak National Allocation table in February 2022. The Slovak Ministry of the MOU. We expect the total amount of EU funds will be as much as €85 million (approximately $100 million). The final grant value will depend on public procurement results.

Slovakia adopted a new waste code in March 2015 that became effective January 1, 2016. This legislation implements the EU Waste Framework Directive that strictly regulates waste disposal and encourages recycling, among other provisions, by increasing fees for waste disposed of in landfills, including privately owned landfills. The impact of this legislation is estimated to be €2 million (approximately $2 million) annually due to waste stabilization requirements and increased fees for packaging materials recycling fees. Slovakia is considering legislation implementing an EU Directive, which is expected to increase existing fees upon USSK for use of its landfills. Because the legislationEnvironment has not yet been adopted,allocated 2023 emission credits that it grants at no charge (free allowances) to the impact on operations at USSK facilities cannot be estimated at this time.USSE account. As of March 31, 2023, we have pre-purchased approximately 1.35 million European Union Emission Allowances (EUA) totaling €107 million (approximately $116 million) to cover the expected 2023 shortfall of emission allowances.


The EU’s Industry EmissionIndustrial Emissions Directive requires implementation of EU determined best available techniques (BAT) for Iron and Steel production to reduce environmental impacts as well as compliance with BAT associated emission levels. This directive includes operational requirements for air emissions, wastewater discharges, solid waste disposal and energy conservation, dictates certain operating practices and imposes stricter emission limits. Producers were required to be in compliance with the iron and steel BAT by March 8, 2016, unless specific exceptions or extensions were granted by the Slovak environmental authority. USSK updated existing operating permits for different facilities involved in producing iron and steel in the plant in accordance with the new BAT requirements. Through this process for some facilities, USSK has obtained extensions from the 2016 compliance deadline in order to meet or exceed the BAT requirements. Compliance with stricter emission limits going beyond BAT requirements makes us eligible for EU funding support and prepares us for any further tightening of environmental protection standards. Our most recent broad estimate of likelyTotal capital expenditures for projects to comply with or go beyond the BAT requirements iswere €138 million (approximately $163$150 million). These costs were partially offset by the EU funding received and may be mitigated over the 2017 to 2020 time period.

The EU has various programs under which funds are allocated to member states to implement broad public policiesnext measurement periods if USSK complies with certain financial covenants, which are then awarded byassessed annually. The last assessment of financial covenants will be performed as of June 30, 2026. USSK complied with these covenants as of March 31, 2023. If we are unable to meet these covenants in the member statesfuture, USSK might be required to public and private entities on a competitive basis. The funding intensity under these programs currently ranges from 55provide additional collateral (e.g., bank guarantee) to secure 50 percent of defined eligible costs on a project under the standard state scheme to 90 percent on an approved ad hoc scheme to improve the air quality in the Košice region of Slovakia. Based on our list of projects that comprise the approximate €138 million (approximately $163 million) of spending noted, we currently believe we will be eligible to receive up to €85 million (approximately $100 million) of incentive grants. This could potentially reduce our net cash expenditures to approximately €53 million (approximately $63 million). The actual amount of capital spending will be dependent upon, among other things, the actual amount of incentive grantsEU funding received.

We also believe there will be increased operating costs associated with these projects, such as increased energy and maintenance costs. We are currently unable to reliably estimate what the increase in operating costs will be as many projects are still in the development stage.

On March 28, 2017, the Regional Court in Košice issued an ex parte judicial lien on USSK's real property to plaintiffs in an ongoing legal case. Following a decision of the Supreme Court, which reversed and remanded the lien petition to the Regional Court, the lien has been removed. The case is still ongoing. We do not expect this matter to have an impact on the eligibility of USSK to obtain EU funding support for BAT projects.


For further discussion of laws applicable in Slovakia and the EU and their impact on USSK,USSE, see Note 2021 to the Condensed Consolidated Financial Statements, “Contingencies and Commitments - Environmental Matters, EU Environmental Requirements.”



New and Emerging Environmental Regulations

United States and European Greenhouse Gas Emissions Regulations
Future compliance with carbon dioxide (CO2) emission requirements
The Phase IV EU ETS period spans 2021-2030 and began on January 1, 2021.The Phase IV period is divided into two sub periods (2021-2025 and 2026-2030), rules for the first subperiod are finalized, however we expect that rules for the second subperiod may include substantial costsbe more stringent than those for emissionthe first one. Once approved, the rules may impact subperiod 2026-2030. Currently, the overall EU ETS target is a 40 percent reduction of 1990 emissions by 2030. Free allocation of CO2 allowances restrictionis based on reduced benchmark values which have been published in the first quarter of 2021 and historical levels of production from 2014-2018. Allocations to individual installations may be adjusted annually to reflect relevant increases and higher pricesdecreases in
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production. The threshold for coking coal, natural gasadjustments is set at 15 percent and electricity generatedwill be assessed on the basis of a rolling average of two precedent years. Production data verified by an external auditor shows that USSE's rolling average for 2020-2021 returned to the base limit for hot metal production resulting in an increase to the free allocation for 2022 compared to 2021, however the 2022 free allocation was still slightly reduced due to missing the 15 percent threshold for sinter production. Additionally, lower production in 2019 through 2021 will have an impact on the future free allocation for 2026-2030, where the historical production average for years 2019-2023 will be assessed. Based on actual production data for 2022, we expect that the free allocation for hot metal will remain unchanged for 2023, however allocations for sinter will be lower.

In order to achieve the EU political goal of carbon based systems. Becauseemissions neutrality by 2050, on July 14, 2021, the European Commission released a package of legislative proposals called Fit for 55. The proposals contain significant changes to current EU ETS functions and requirements, including: a new carbon border adjustment mechanism to impose carbon fees on EU imports, further reduction of free CO2 allowance allocation to heavy industry and measures to strengthen the supply of carbon allowances. The legislative process is being impacted by the ongoing Russia-Ukraine crisis. The proposals are subject to the EU legislative process, and we cannot predict what requirements ultimately will be imposed in the U.S. and Europe, it is difficult to estimate the likely impact on U. S. Steel, but it could be substantial. On March 28, 2017, President Trump signed Executive Order 13783 instructing the Environmental Protection Agency (EPA) to review the Clean Power Plan. In early October 2017, the EPA Administrator Scott Pruitt publicly stated that the EPA will propose a rule to repeal the Clean Power Plan. Any repeal and/or replacement of the Clean Power Plan is likely to be challenged by various proponents of the plan, such as environmental groups and certain states. Any impacts to our operations as a result of anytheir future greenhouse gas regulations are not estimable at this time since the matter is unsettled. In any case, to the extent expenditures associated with any greenhouse gas regulation, as with all costs, are not ultimately reflected in the prices of U. S. Steel's products and services, operating results will be reduced. There were no material changes in U. S. Steel’s exposure to European Greenhouse Gas Emissions regulations since December 31, 2016.impact.

United States - Air

The CAA imposes stringent limits on air emissions with a federally mandated operating permit program and civil and criminal enforcement sanctions. The CAA requires, among other things, the regulation of hazardous air pollutants through the development and promulgation of National Emission Standards for Hazardous Air Pollutants (NESHAP) and Maximum Achievable Control Technology (MACT) Standards. The U.S. EPA has developed various industry-specific MACT standards pursuant to this requirement. The CAA requires the U.S. EPA to promulgate regulations establishing emission standards for each category of Hazardous Air Pollutants. The U.S. EPA also must conduct risk assessments on each source category that is already subject to MACT standards and determine if additional standards are needed to reduce residual risks.


While our operations are subject to several different categories of NESHAP and MACT standards, the principal impact of these standards on U. S. SteelSteel's operations includes those that are specific to coke making, iron making, steel making and iron ore processing.


TheOn July 13, 2020, the U.S. EPA is currently in the process of completingpublished a Residual Risk and Technology Review ofrule for the Integrated Iron and Steel MACT category in the Federal Register. Based on the results of the U.S. EPA’s risk review, the agency determined that risks due to emissions of air toxics from the Integrated Iron and Steel category are acceptable and that the current regulations provided an ample margin of safety to protect public health. Under the technology review, the U.S. EPA determined that there are no developments in practices, processes or control technologies that necessitate revision of the standards. In September 2020, several petitions for review of the rule, including those filed by the Company, the American Iron and Coke MACT regulations asSteel Institute (the AISI), Clean Air Council and others, were filed with the United States Court of Appeals for the D.C. Circuit. The cases were consolidated and are being held in abeyance until the U.S. EPA reviews and responds to administrative petitions for review. The U.S. EPA is required by the CAA.court order to issue a final rule by October 26, 2023. Because the U.S. EPA has yet to propose a revised iron and steel rule, any impacts are not estimable at this time.

For the Taconite Iron Ore Processing category, based on the results of the U.S. EPA's risk review, the agency promulgated a final rule on July 28, 2020, in which the U.S. EPA determined that risks from emissions of air toxics from this source category are acceptable and that the existing standards provide an ample margin of safety. Furthermore, under the technology review, the agency identified no cost-effective developments in controls, practices, or processes to achieve further emissions reductions. Petitions for review of the rule were filed in the United States Court of Appeals for the D.C. Circuit, in which the Company and the AISI intervened. The U.S. EPA is required by court order to issue a final rule by November 16, 2023. Because the U.S. EPA has yet to propose a revised taconite rule, any impacts are not estimable at this time.

The U.S. EPA is in the process of conducting its statutorily obligated residual risk and technology review of coke oven standards. Because the U.S. EPA has not completed its review of the Coke MACT regulations, any impacts related to the U.S. EPA’s review of thesethe coke standards cannot be estimated at this time. The U.S. EPA is under a court-ordered deadline to complete the residual risk and technology rulemaking by May 23, 2024.


In response to Court orders that invalidated prior U.S. EPA determinations regarding ozone attainment interference, on April 6, 2022, the U.S. EPA proposed a Federal Implementation Plan (that would replace several pending or disapproved State Implementation Plans) for Regional Ozone Transport for the 2015 Ozone National Ambient Air Quality Standard. The proposed rule would affect electric generating units (EGUs) in 26 states and certain non-EGU industries, including, among several others, coke ovens, taconite production kilns, boilers, blast furnaces, basic oxygen furnaces, reheating furnaces, and annealing furnaces in 23 states, including those where U. S. Steel has operations. The impacts of the rule, if promulgated as proposed, could be material. U. S. Steel submitted comments on the proposed rule on June 21, 2022. The U.S. EPA announced the final rule on March 15, 2023. The final rule only included regulation of boilers and reheat furnaces for the iron and steel industry limiting the potential impacts. U. S. Steel is still reviewing the changes and will further evaluate the potential impacts to operations.

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The CAA also requires the U.S. EPA to develop and implement National Ambient Air Quality Standards (NAAQS) for criteria pollutants, which include, among others, particulate matter (PM) - consisting of PM10 and PM2.5, lead, carbon monoxide, nitrogen dioxide, sulfur dioxide (SO2) and ozone. Sulfur dioxide is the NAAQS criteria pollutant of most concern to the Company at this time.

In June 2010, the EPA significantly lowered the primary NAAQS for sulfur dioxide (SO2) from 140 parts per billion (ppb) on a 24-hour basis to an hourly standard of 75 ppb. Subsequently, the EPA designated the areas in which Great Lakes Works and Mon Valley Works facilities are located as nonattainment with the 2010 standard for the SO2 NAAQS. The non-attainment designation will require the facilities to implement operational and/or capital improvements to demonstrate attainment with the 2010 standard. In addition, the EPA is currently evaluating the attainment status for all other areas as required by a Consent Decree that the EPA entered with the Sierra Club and the Natural Resources Defense Counsel in March 2015 pursuant to a lawsuit filed by the non-governmental organizations. U. S. Steel is working with the relevant regulatory agencies in completing the evaluation process as required by the Consent Decree. While U. S. Steel has determined that it will face increased capital, operating and compliance costs, the operational and financial impact of the SO2 NAAQS is not estimated to be material at this time.


In October 2015, the U.S. EPA lowered the NAAQS for ozone from 75 ppbparts per billion (ppb) to 70 ppb. TheOn November 6, 2017, the U.S. EPA has designated certainmost areas in which we operate as nonattainmentattainment with the 2008 ozone2015 standard. In addition, somea separate ruling, on June 4, 2018, the U.S. EPA designated other areas in which we operate have been recommended as nonattainment“marginal nonattainment” with the 2015 ozone standard bystandard. On December 6, 2018, the respective states. TheU.S. EPA has yet to act on the recommendations. In June 2017, the EPA had published a notice extendingfinal rule regarding implementation of the deadline to promulgate initial designations by one year, extending the deadline from October 1, 2017 to October 1, 2018. However, in August 2017, the EPA withdrew the notice; and therefore, the designation deadline remains October 1, 2017. However, the EPA has yet to make the designations.2015 ozone standard. Because attainment designation and any implementation plansno state regulatory or permitting actions to bring the


ozone nonattainment areas into attainment have yet to be proposed or developed for U. S. Steel facilities, the operational and financial impact of the ozone NAAQS cannot be reasonably estimated at this time.

On December 14, 2012,31, 2020, the U.S. EPA loweredpublished a final rule pursuant to its statutorily required review of NAAQS that retains the ozone NAAQS at 70 ppb. In January 2021, New York, along with several states and non-governmental organizations filed petitions for judicial review of the action with the United States Court of Appeals for the D.C. Circuit. Several other states and industry trade groups intervened in support of the U. S. EPA’s action. The case remains in abeyance before the court until December 15, 2023, as the U.S. EPA voluntarily reconsiders the ozone NAAQS. Because the U.S. EPA has yet to complete its reconsideration and proposes to revise or retain the 2020 ozone NAAQS, any impacts are not estimable at this time.

On December 18, 2020, the U.S. EPA published a final rule pursuant to its statutorily required review of NAAQS that retains the existing PM2.5 standards without revision. In early 2021, several states and non-governmental organizations filed petitions for judicial review of the action with the United States Court of Appeals for the D.C. Circuit. Several industry trade groups intervened in support of the U.S. EPA’s action. The case remains in abeyance before the court until March 1, 2023, as the U.S. EPA voluntarily reconsiders the PM2.5 NAAQS. On January 6, 2023, the U.S. EPA proposed to lower the annual standard for PM2.5 NAAQS from 15 micrograms per cubic meter (ug/m3) tothe current 12 ug/m3, and retainedm3 standard to within the PM2.5 24-hour and PM10 NAAQS rules. In December 2014, the EPA designated some areas in whichrange of 9.0 to 10.0 ug/m3. U. S. Steel operates as nonattainment withis currently reviewing the proposal and comments to determine the potential impacts. Because the U.S. EPA has proposed the rule without specificity, any impacts are inestimable at this time.

For calendar year 2022, all Allegheny County ambient air quality monitors met all U.S. EPA health based National Ambient Air Quality Standards for the second consecutive year. On March 16, 2022, the U.S. EPA published a final rule, a clean data determination, showing that Allegheny County has attained the 2012 annual PM2.5 standard. Because it is early in NAAQS based on the State Implementation2018 – 2020 ambient air quality data. Based on these and other data, ACHD submitted a Redesignation Request and Maintenance Plan development stages, any impacts to U. S. Steel cannot be reasonably estimated at this time.

In 2010, the U.S. EPA retainedrequesting that the annual nitrogen dioxide NAAQS standard, but created a new 1-hour NAAQS and established new data reduction and monitoring requirements. While theU.S. EPA has classifiedredesignate all areas as beingof Allegheny County in attainment or unclassifiable, it is requiring implementation of a network of monitoring stations to assess air quality. Untilwith the network is implemented and further designations are made, the impact on operations at U. S. Steel facilities cannot be reasonably estimated at this time.current PM2.5 NAAQS.

United States - CERCLA 108(b) Financial AssuranceWater
In December 2016, the
The U.S. EPA published a proposed rule focused on developing financial assurance for managing hazardous substances in the hard rock, mining industry, in accordance with CERCLA Section 108(b). The EPA has a court-mandated deadline for publication ofissued the final rule by Decemberredefining the Waters of the United States (WOTUS), and it became effective March 1, 2017.2023. The proposeddefinition of WOTUS has had many changes and legal challenges over the last several years and this rule requires subject facilitiesis no different. Due to calculate their levelcertain state challenges and requests for injunctions, the Rule has been enjoined and is not in effect in Idaho and Texas. The new WOTUS rule expands the definition of financial responsibility based onwhat all waters will be considered to be a formula includedwaters of the United States. The expansion of the WOTUS definition is likely to lead to additional legal challenges. It is also possible that the ruling in the rule, secure an instrument or otherwise self-assure forU. S. Supreme court case Sackett v. EPA would impact the calculated amount, demonstrateWOTUS definition as it relates to the EPA the proof of the security, and maintain the security until the EPA releases facilities from the CERCLA 108(b) regulations.wetlands. The draft form of the proposed rule has been commented uponSackett case was heard by the publicCourt in the Fall 2022 term and the regulated community, and the EPAa decision is currently evaluating the comments to determine if changes to the draft rule are needed. The final impact of the rule uponexpected sometime in 2023. U. S. Steel taconite mines is unknown at this time, but could have a material adversewill continue to review and follow the final WOTUS definition and associated litigation for its potential impact on the Company's liquidity.Company.

Environmental Remediation
In the United States, U. S. Steel has been identified as a potentially responsible party (PRP) at seven sites under CERCLA as of September 30, 2017. Of these, there are 2 sites where information requests have been received or there are other indications that U. S. Steel may be a PRP under CERCLA, but where sufficient information is not presently available to confirm the existence of liability or to make a reasonable estimate with respect to any potential liabilities. There are also 19 additional sites where U. S. Steel may be liable for remediation costs in excess of $100,000 under other environmental statutes, both federal and state, or where private parties are seeking to impose liability on U. S. Steel for remediation costs through discussions or litigation. At many of these sites, U. S. Steel is one of a number of parties involved and the total cost of remediation, as well as U. S. Steel’s share, is frequently dependent upon the outcome of ongoing investigations and remedial studies. U. S. Steel accrues for environmental remediation activities when the responsibility to remediate is probable and the amount of associated costs is reasonably determinable. As environmental remediation matters proceed toward ultimate resolution or as remediation obligations arise, charges in excess of those previously accrued may be required.
For further discussion of relevant environmental matters, including environmental remediation obligations, see "Part II. Other information - Item"Item 1. Legal Proceedings - Environmental Proceedings."
The total accrual for environmental remediation liabilities at September 30, 2017 was $180 million. These amounts exclude liabilities related to asset retirement obligations, disclosed in Note 14 to the Consolidated Financial Statements.
U. S. Steel is the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. The ultimate resolution of these contingencies could, individually or in the aggregate, be material to the Consolidated Financial Statements.
Other Relevant Matters
Apolo Tubulars
Apolo Tubulars S.A. (Apolo), an unconsolidated Brazilian joint venture of which the Company owns 50%, was the subject of a search of its premises by Brazilian federal authorities on May 24, 2016. Apolo's CEO was among those subsequently indicted by the Brazilian federal prosecutor on June 27, 2016 for corruption, money laundering and organized crime in connection with alleged payments to government officials in exchange for contracts with Petróleo Brasileiro S.A. (commonly known as “Petrobras”), Brazil’s state-run energy company. In March 2017, Apolo's CEO


was acquitted of all charges due to a lack of evidence as to him personally, although the court did find that there was a misuse of certain Apolo funds by others not employed by Apolo. The prosecution has appealed that acquittal. The Company is actively monitoring this matter. While there can be no assurance that a successful appeal by the prosecution would not have an adverse effect on the joint venture or result in an impairment of the Company's investment in the joint venture, it would not have a material impact on the Company as a whole. The prosecutor has not alleged any violations of law by, or initiated any investigation of, the Company or any of its employees.

OFF-BALANCE SHEET ARRANGEMENTS
U. S. Steel did not enter into any new material off-balance sheet arrangements during the thirdfirst quarter of 2017.2023.


CHANGE IN ACCOUNTING ESTIMATE
Capitalization and Depreciation Method
During 2017, U. S. Steel completed a review of its accounting policy for property, plant and equipment depreciated on a group basis. As a result of this review, U. S. Steel changed its accounting method for property, plant and equipment from the group method of depreciation to the unitary method of depreciation, effective as of January 1, 2017. The change from the group method to the unitary method of depreciation is preferable under U.S. GAAP as it will result in a more precise estimate of depreciation expense. Additionally, the change to the unitary method of depreciation is consistent with the depreciation method applied by our competitors, and improves the comparability of our results to our competitors. Our change in the method of depreciation is considered a change in accounting estimate effected by a change in accounting principle and has been applied prospectively.
When property, plant, and equipment are disposed of by sale, retirement, or abandonment, the gross value of the property, plant and equipment and corresponding accumulated depreciation are removed from the Company’s financial accounting records. Due to the application of the unitary method of depreciation, any gain or loss resulting from an asset disposal by sale will now be immediately recognized as a gain or loss on the disposal of assets line in our consolidated statement of operations. Assets that are retired or abandoned will be reflected as an immediate charge to depreciation expense for any remaining book value in our consolidated statement of operations. Gains (losses) on disposals of assets for the three and nine months ended September 30, 2017 were immaterial.
For the three months ended September 30, 2017, the effect of the change was an increase in both income from continuing operations and net earnings of $95 million (which consists of a $97 million decrease in cost of sales due to the capitalization of maintenance and outage spending that would have been previously expensed, partially offset by increased depreciation expense of $2 million, as a result of the impact of unitary depreciation on the existing net book value of fixed assets and the capitalization of maintenance and outage spending) and an increase in diluted earnings per share of $0.54. For the nine months ended September 30, 2017, the effect of the change was an increase in both income from continuing operations and net earnings of $205 million (which consists of a $233 million decrease in cost of sales due to the capitalization of maintenance and outage spending that would have been previously expensed, partially offset by increased depreciation expense of $28 million, as a result of the impact of unitary depreciation on the existing net book value of fixed assets and the capitalization of maintenance and outage spending) and an increase in diluted earnings per share of $1.16. The tax effect of this change was immaterial to the consolidated financial statements.
Due to the application of the unitary method of depreciation and resultant change in our capitalization policy, spending associated with major maintenance and outage work, that had previously been expensed, will now be capitalized if it extends the useful life of the related asset. Based upon our average spending in years prior to 2017, we have estimated the impact on 2017 results to be a reduction of approximately $175 million in cost of sales on the Consolidated Statement of Operations. Additionally, due to the projected increased spending related to maintenance under our asset revitalization program, we expect approximately $100 million of incremental expenditures to be capitalized in 2017.
Total capital expenditures are estimated to be approximately $575 million in 2017 and total depreciation, depletion and amortization is estimated to be approximately $525 million in 2017.
The impact of the change in accounting method is included in the Outlook for 2017 below.


OUTLOOK

We remain focused on our operations, revitalizing our assets, and developing our talent. We are seeing operating improvements in the assets in which we are investing. This increases our confidence that we will achieve the 2020 improvement targets we have disclosed. We believe the attention to our assets and employees, with continued focus on improving safety, quality, delivery, and cost, will result in improved operating reliability and enable us to remain a strong business partner for our customers.

If market conditions remain at their current levels, we expect 2017 net earnings of approximately $323 million, or $1.83 per share, 2017 adjusted net earnings of approximately $300 million, or $1.70 per share, and consolidated adjusted EBITDA of approximately $1.075 billion.

We believe market conditions, which include spot prices, raw material costs, customer demand, import volumes, supply chain inventories, rig counts and energy prices, will change, and as changes occur during the balance of 2017, we expect these changes to be reflected in our net earnings and adjusted EBITDA.

Please refer to the table below for the reconciliation of the Outlook net earnings to adjusted EBITDA.
UNITED STATES STEEL CORPORATION
RECONCILIATION OF ANNUAL ADJUSTED EBITDA OUTLOOK





Year Ended


Dec. 31
(Dollars in millions)2017
Reconciliation to Projected Annual Adjusted EBITDA Included in Outlook

Projected net earnings attributable to United States Steel Corporation included in Outlook$323

Gain associated with retained interest in U. S. Steel Canada Inc.
(72)

Gain on equity investee transactions
(21)

Loss on shutdown of certain tubular assets
35

Loss on debt extinguishment and other related costs35

Adjusted net earnings attributable to United States Steel Corporation included in Outlook$300
 Estimated income tax expense10
 Estimated net interest and other financial costs250

Estimated depreciation, depletion and amortization515

Projected annual adjusted EBITDA included in Outlook$1,075

We present adjusted net earnings (loss), adjusted net earnings (loss) per diluted share, earnings (loss) before interest, income taxes, depreciation and amortization (EBITDA) and adjusted EBITDA, which are non-GAAP measures, as additional measurements to enhance the understanding of our operating performance. We believe that EBITDA, considered along with net earnings (loss), is a relevant indicator of trends relating to our operating performance and provides management and investors with additional information for comparison of our operating results to the operating results of other companies.

Adjusted net earnings (loss) and adjusted net earnings (loss) per diluted share are non-GAAP measures that exclude the effects of gains (losses) associated with our retained interest in U. S. Steel Canada Inc., gains (losses) on the sale of ownership interests in equity investees, restructuring charges, impairment charges and debt extinguishment and other related costs that are not part of the Company's core operations. Adjusted EBITDA is also a non-GAAP measure that excludes the effects of gains (losses) associated with our retained interest in U. S. Steel Canada Inc., gains (losses) on the sale of ownership interests in equity investees, restructuring charges and impairment charges. We present adjusted net earnings (loss), adjusted net earnings (loss) per diluted share and adjusted EBITDA to enhance the understanding of our ongoing operating performance and established trends affecting our core operations, by excluding the effects of gains (losses) associated with our retained interest in U. S. Steel Canada Inc., gains (losses) on the sale


of ownership interests in equity investees, restructuring charges, impairment charges and debt extinguishment and other related costs that can obscure underlying trends. U. S. Steel's management considers adjusted net earnings (loss), adjusted net earnings (loss) per diluted share and adjusted EBITDA as alternative measures of operating performance and not alternative measures of the Company's liquidity. U. S. Steel’s management considers adjusted net earnings (loss), adjusted net earnings (loss) per diluted share and adjusted EBITDA 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 (loss), adjusted net earnings (loss) per diluted share and adjusted EBITDA provides insight into management’s view and assessment of the Company’s ongoing operating performance, because management does not consider the adjusting items when evaluating the Company’s financial performance or in preparing the Company’s annual financial Outlook. Adjusted net earnings (loss), adjusted net earnings (loss) per diluted share and adjusted EBITDA should not be considered a substitute for net earnings (loss), earnings (loss) per diluted share or other financial measures as computed in accordance with U.S. GAAP and is not necessarily comparable to similarly titled measures used by other companies.
INTERNATIONAL TRADE
U. S. Steel continues to face import competition, from foreign steel producers, manymuch of which are heavily subsidizedis unfairly traded and fueled by their governments and dump steel into the United States (U.S.) market. Trade-distorting policies and practices, coupled withmassive global steel overcapacity, impact pricing incurrently estimated to be over 620 million metric tons per year—more than six times the entire U.S. steel market and influenceover twenty times total U.S. steel imports. These imports and overcapacity negatively impact the Company's ability to compete on a level playing field.Company’s operational and financial performance. U. S. Steel continues to lead the industry in efforts to address dumped and subsidized steel importsthese challenges that injurethreaten the Company, our workers, our stockholders and our country’s national and economic security.


U. S. Steel is actively involved in several appeals before the Court of International Trade (CIT) concerning the orders imposed in 2016 on flat-rolled steel cases as well as several Oil Country Tubular Goods (OCTG) cases. In addition to the ongoing appeals before the CIT, U. S. Steel is litigating several cases at the U.S. Court of Appeals for the Federal Circuit.

U. S. Steel also continues to be actively engaged in relevant administrative reviews and five-year (sunset) reviews before the U.S. International Trade Commission (USITC) and the U. S. Department of Commerce (DOC). The DOC issued preliminary results in the second administrative reviewAs of the AD order on OCTG from Korea for the perioddate of reviewthis filing, pursuant to a series of September 2015 through August 2016. In its preliminary results, the DOC calculated the dumping margins of 46.37% for Nexteel Co., Ltd., 6.66% for SeAH Steel Corporation and 19.58% for non-examined companies. On May 1, 2017, the DOC automatically initiated a five-year (sunset) review (“Sunset Review”) of the antidumping order on tin mill products from Japan. The USITC concurrently published its notice of institution of the Sunset Review which covers the same order. On May 11, 2017, U. S. Steel filed a notice to participatePresidential Proclamations issued in the Sunset Review of the antidumping order on tin mill products from Japan. The DOC proceedings have endedaccordance with margins of up to 95.29%. The USITC has yet to release its schedule. If U. S. Steel is successful, the order will remain in effect for another five years.

In April 2016, U. S. Steel launched a case under Section 337 of the Tariff Act of 1930 against several Chinese producers and their distributors. All but seven of the producers did not respond and are considered to be in default. The complaint alleged three causes of action: 1) illegal conspiracy to fix prices and control output and export volumes; 2) the theft of trade secrets through industrial espionage; and 3) circumvention of duties by false labeling and transshipment. On May 26, 2016, the USITC instituted an investigation on all three causes of action. On February 15, 2017, U. S. Steel voluntarily withdrew the trade secrets claim preserving its right to resurrect the claim when additional information becomes available. The false designation of origin claim continues to be aggressively litigated. A scheduling order was entered and the target date to conclude the investigation has been set for May 2018, with hearings on the foreign designation of origin claim proceeding on October 16-20, 2017. All of the non-defaulting respondents filed Motions for Summary Determination in the false designation of origin claim seeking to dismiss the claim. On October 2, 2017, the Administrative Law Judge (ALJ) assigned to the case granted those motions. The Company has elected not to pursue an appeal leaving the price fixing claim as the remaining claim. That claim is pending before the USITC. The remedy sought by U. S. Steel in that claim is the barring of all Chinese carbon and alloy steel from the U. S. market.

On December 12, 2016, China filed a complaint at the World Trade Organization (WTO) against the U.S. and the European Union (EU) alleging that the U.S. and EU are violating their treaty obligations by continuing to use the non-market economy (NME) methodology for price comparisons in antidumping duty investigations. On April 3, 2017, the DOC issued a notice requesting comments and information on whether China should continue to be treated as a NME country under U.S. antidumping laws. U. S. Steel and other domestic producers submitted comments to the DOC on May 10, 2017. The outcome of the ongoing litigation may impact U.S. dumping orders on Chinese goods, including many steel products.



On April 19, 2017, the DOC initiated an investigation under Section 232 of the Trade Expansion Act of 1962, U.S. imports of certain steel products are subject to determinea 25 percent tariff, except imports from: (1) Argentina, Brazil, and South Korea, which are subject to restrictive quotas; (2) the effectsEuropean Union (EU), Japan and the United Kingdom (UK) that are melted and poured in the EU/Japan/UK, within quarterly tariff-rate quota (TRQ) limits; (3) Canada and Mexico, which are not subject to tariffs or quotas, but tariffs could be re-imposed on surging product groups after consultations; (4) Ukraine, which are exempt from tariffs until June 1, 2023; and (5) Australia, which are not subject to tariffs, quotas or an anti-surge mechanism.

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The U.S. Department of steel imports onCommerce (DOC) is managing a process in which U.S. national security. On May 24, 2017,companies may request and/or oppose temporary product exclusions from the Section 232 tariffs and quotas. U. S. Steel testified atopposes exclusion requests for imported products that are the same as, or substitutes for, products manufactured by U. S. Steel.

Multiple legal challenges to the Section 232 action continue before the U.S. Court of International Trade (CIT) and the U.S. Court of Appeals for the Federal Circuit (CAFC), the latter which has consistently rejected constitutional and statutory challenges to the Section 232 action.

Since its implementation in March 2018, the Section 232 action has supported the U.S. steel industry’s and U. S. Steel’s investments in advanced steel production capabilities, technology, and skills, strengthening U.S. national and economic security. The Company continues to actively defend the Section 232 action.

In February 2019, the European Commission (EC) implemented a definitive safeguard on global steel imports in the form of TRQs that impose 25 percent tariffs on steel imports that exceed the TRQ limit, effective through June 2024. In December 2022, the EC initiated a fourth review of the safeguard.

Antidumping duties (AD) and countervailing duties (CVD or antisubsidy duties) apply in addition to the Section 232 tariffs, quotas, TRQs and the EC’s safeguard, and AD/CVD orders may continue beyond the Section 232 action and the EC’s safeguard. U. S. Steel continues to actively defend and maintain the 61 U.S. AD/CVD orders and 14 EU AD/CVD orders covering U. S. Steel products in multiple proceedings before the DOC, publicU.S. International Trade Commission (ITC), CIT, CAFC, the EC and European courts, and the World Trade Organization (WTO).

In January 2023, Cleveland-Cliffs and the USW filed newAD/CVD petitions on U.S. imports of tin mill products from eight countries. In March 2023, the ITC voted to continue the investigations. DOC’s preliminary AD/CVD determinations are expected by August 2023 and the ITC final phase hearing and remains active in the investigation. Underfourth quarter of 2023.

In February 2023, President Biden announced additional increases to normal tariffs of up to 70 percent on certain products from Russia, including pig iron, certain steel products and ferroalloys, effective April 1, 2023.

Additional tariffs of 7.5 to 25 percent continue to apply to certain U.S. imports from China, including certain raw materials used in steel production, semi-finished and finished steel products, and downstream steel-intensive products, pursuant to Section 301 of the statute,Trade Act of 1974. The Office of the Administration has 270 daysUnited States Trade Representative (USTR) is currently conducting a statutory review of the Section 301 tariffs.

The United States and EU are currently negotiating a global sustainable steel arrangement to restore market-oriented conditions and address carbon intensity that is targeted for completion by the end of an investigation, and DOC officials have publicly stated it will be completed within that deadline.2023.


U. S. Steel continually assesses the impact of imports from foreign countries on our business, and continueswill continue to execute a broad, global strategy to enhance the meansmaximize opportunities and manner in which it competes in the U.S. marketnavigate challenges presented by imports, global steel overcapacity, and internationally. In an effort to mitigate the negative impact of unfairly traded steel imports on our business, U. S. Steel has commenced substantive work with regionalinternational trade partnerslaw and organizations, and outlined a robust engagement with the Administration to tackle global overcapacity. Across diverse platforms, U. S. Steel is leveraging its unique experience, knowledge, and reputation to forge alliances and partnerships to advance innovative structural changes to commercial and legal regimes to better position and support the U.S. steel industry in the 21st century and beyond.policy developments.

NEW ACCOUNTING STANDARDS
See NoteNotes 2 and 3 to the Condensed Consolidated Financial Statements in Part I Item 1 of this Quarterly Report on Form 10-Q.



Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There
For quantitative and qualitative disclosures about market risk, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, there were no material changes in U. S. Steel's exposure to market risk from December 31, 2016.2022.




Item 4.CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
U. S. Steel has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of September 30, 2017.March 31, 2023. These disclosure controls and procedures are the controls and other procedures that were designed to ensure that information required to be disclosed in reports that are filed with or submitted to the U.S. Securities and Exchange Commission are: (1) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported within the time periods specified in applicable lawslaw and regulations. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2017,March 31, 2023, U. S. Steel’s disclosure controls and procedures were effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
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There have not been any changes in U. S. Steel’s internal control over financial reporting that occurred during the fiscal quarter covered by this quarterly report, which have materially affected, or are reasonably likely to materially affect, U. S. Steel’s internal control over financial reporting.





UNITED STATES STEEL CORPORATION
SUPPLEMENTAL STATISTICS (Unaudited)
  Three Months Ended 
 September 30,
 Nine Months Ended September 30,
(Dollars in millions) 2017 2016 2017 2016
SEGMENT EARNINGS (LOSS) BEFORE INTEREST AND INCOME TAXES: 
 
 
 
Flat-Rolled $160
 $114
 $288
 $(68)
U. S. Steel Europe 73
 81
 215
 122
Tubular (7) (75) (93) (217)
     Total reportable segments 226
 120
 410
 (163)
Other Businesses 12
 18
 34
 42
Items not allocated to segments: 
 
 
 
Postretirement benefit (expense) income (14) 8
 (42) 36
    Other items not allocated to segments:        
       Gain associated with retained interest in U. S. Steel Canada Inc. 
 
 72
 
       Gain on equity investee transactions 21
 
 21
 
       Loss on shutdown of certain tubular assets 
 
 (35) 
       Impairment of intangible assets 
 (14) 
 (14)
       Restructuring and other charges and adjustments 
 
 
 (2)
Total earnings (loss) before interest and income taxes $245
 $132
 $460
 $(101)
CAPITAL EXPENDITURES 
 
 
 
Flat-Rolled $134
 $23
 $206
 $97
U. S. Steel Europe 28
 17
 62
 68
Tubular 8
 11
 19
 81
Other Businesses 1
 
 4
 22
     Total $171
 $51
 $291
 $268
OPERATING STATISTICS 
 
 
 
Average realized price: ($/net ton) (a)
 
 
 
 
     Flat-Rolled $728
 $718
 $730
 $658
     U. S. Steel Europe 639
 503
 617
 483
     Tubular 1,433
 1,049
 1,268
 1,094
Steel Shipments: (a)(b)
 
 
 
 
     Flat-Rolled 2,544
 2,535
 7,445
 7,725
     U. S. Steel Europe 1,067
 1,105
 3,333
 3,235
     Tubular 185
 103
 509
 262
Intersegment Shipments: (b)
 
 
 
 
     Flat-Rolled to Tubular 43
 
 137
 42
     U. S. Steel Europe to Flat-Rolled 
 
 47
 
Raw Steel Production: (b)
 
 
 
 
     Flat-Rolled 2,821
 2,734
 8,247
 8,248
     U. S. Steel Europe 1,235
 1,279
 3,778
 3,689
Raw Steel Capability Utilization: (c)
 
 
 
 
     Flat-Rolled 66% 64% 65% 65%
     U. S. Steel Europe 98% 102% 101% 98%
(a) Excludes intersegment transfers.
(b) Thousands of net tons.
(c) Based on annual raw steel production capability of 17.0 million net tons for Flat-Rolled and 5.0 million net tons for USSE.



PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
GENERAL LITIGATION


On April 26, 2016,June 8, 2021, JSW Steel (USA) Inc. and JSW Steel USA Ohio, Inc. (collectively, JSW), U.S. based subsidiaries of Indian steelmaker JSW Steel, filed suit in the Company filed a complaint withUnited States District Court for the U.S. International Trade Commission (USITC) to initiate an investigation under Section 337Southern District of the Tariff Act of 1930Texas against Chinese steel producers and their distributors.  The complaint alleges three causes of action: 1) illegal conspiracy to fix prices and control output and export volumes; 2) the theft of trade secrets through industrial espionage; and 3) circumvention of duties by false designation of origin (FDO). The remedy sought byNucor, U. S. Steel, AK Steel Holding Group and Cleveland-Cliffs (collectively, the JSW Defendants) alleging that the Defendants operated as a cartel and formed a conspiracy to boycott JSW from obtaining semi-finished steel slabs. JSW alleges that the JSW Defendants acted in violation of Section 1 of the Sherman Act and the Clayton Act (federal antitrust), and violation of the Texas Free Enterprise and Antitrust Act. JSW also alleges that claim is the barringJSW Defendants formed a civil conspiracy in violation of all Chinese carbonTexas common law, and alloy steel fromthat the U. S. market. In February 2017,JSW Defendants tortiously interfered with JSW’s business relationships. The basis for JSW’s allegations relate to the JSW Defendants participation in the DOC's Section 232 process, including the JSW Defendants’ support of the enactment of the President’s Section 232 proclamation, statements made by the JSW Defendants after the enactment of Section 232, and the JSW Defendants’ participation in the Section 232 exclusion process. Plaintiffs seek monetary damages including $45 million for payment of Section 232 tariffs and unspecified amounts for financial penalties, termination fees and lost profits as well as other damages. U. S. Steel, voluntarily withdrew its trade secrets claim, but preservedalong with the rightother JSW Defendants, filed a Motion to refile at a later date.Dismiss the case on August 17, 2021. On November 25, 2016,February 17, 2022, the ALJCourt issued an orderopinion dismissing JSW’s antitrust complaint with prejudice. JSW filed a timely notice of appeal with the price fixing claims. However,United States Court of Appeals for the USITC granted U. S. Steel’s petition to reviewFifth Circuit. The Fifth Circuit held oral argument on the ALJ's initial determination to terminate the price fixing portion of the litigation. A hearingappeal on that review was held on April 20, 2017. WeFebruary 6, 2023 and we are awaiting a ruling from the USITC's decision. On January 11, 2017, the ALJ issued an order dismissing the FDO claims. U. S. Steel filed a petition to review the ALJ’s order with the USITC commissioners. The USITC reinstated the FDO claim on February 27, 2017. After an aggressive discovery schedule, the Respondent manufacturers filed Motions for Summary Determination seeking to dismiss the claim. On October 2, 2017, the ALJ granted those motions.Court. The Company has elected notcontinues to pursue an appeal leavingvigorously defend the price fixing claim as the remaining claim.matter.

U. S. Steel v. Minnesota Pollution Control Agency (MPCA) and Commissioner John Linc Stine: On February 21, 2017, U. S. Steel filed a Verified Complaint and Writ of Mandamus against the MPCA for failure to act on U. S. Steel’s request for revisions to water quality standards which will affect the draft National Pollutant Discharge Elimination System (water) permit at Minntac. MPCA filed an Answer and Counterclaim and U. S. Steel responded to the Counterclaim on April 5, 2017. Three citizen groups, Minnesota Center for Environmental Advocacy, Save Lake Superior Association and Save Our Sky Blue Waters (collectively MCEA), filed a Notice of Intervention, which was granted by the district court. Both parties have filed cross-motions for summary judgment, which remain outstanding pending a court-ordered mediation.


On October 2, 2017, an Amended Shareholder Class Action Complaint was filed in Federalthe United States District Court infor the Western District of Pennsylvania consolidating previously-filed actions. Separately, fourfive related shareholder derivative lawsuits were filed in Statestate and Federalfederal courts in Pittsburgh.Pittsburgh, Pennsylvania and the Delaware Court of Chancery. The underlying consolidated class action lawsuit alleges that U. S. Steel, Mario Longhi, Dave Burritt, Dan Lesnakcertain current and former officers, an upper-level manager of the Company and the financial Underwritersunderwriters who participated in the August 2016 secondary public offering of the Company's common stock (collectively, the "Class Action Defendants") violated federal securities laws in making false statements and/or failing to discover and disclose material information regarding the financial condition of the Company. The lawsuit claims that this conduct caused a prospective class of plaintiffs to sustain damages during the period offrom January 27, 2016 andto April 25, 2017 as a result of the prospective class purchasing the Company's common stock at artificially inflated prices and/or suffering losses when the price of the common stock dropped. The derivative lawsuits generally make the same allegations against Mario Longhi and Dave Burrittthe same officers and also allege that thecertain current and former members of the Board of Directors failed to exercise appropriate control and oversight over the Company and seekswere unjustly compensated. The plaintiffs sought to recover losses sustainedthat were allegedly sustained. The Class Action Defendants moved to dismiss plaintiffs’ claims. On September 29, 2018 the Court ruled on those motions granting them in part and denying them in part. On March 18, 2019, the plaintiffs withdrew the claims against the Class Action Defendants related to the 2016 secondary offering. As a result, the underwriters were no longer parties to the case. On December 31, 2019, the court granted the Plaintiffs' motion to certify the proceeding as a class action. The Company's appeal of that decision was denied. Discovery followed and concluded. On May 20, 2022, the Plaintiffs and Class Action Defendants agreed to settle the Shareholder Class Action in the amount of $40 million to be fully funded by the Company.Company’s insurers. Following a hearing on March 20, 2023, the Court entered final approval of the settlement. The related derivative cases pending in federal and state court in Pennsylvania and state court in Delaware, which were previously stayed, are now proceeding. The Company will continue to vigorously defend against the derivative lawsuits.

On December 24, 2018, U. S. Steel's Clairton Plant experienced a fire, affecting portions of the facility involved in desulfurization of the coke oven gas generated during the coking process. With the desulfurization process out of operation as a result of the fire, U. S. Steel was not able to certify compliance with Clairton Plant’s Title V permit levels for sulfur emissions. U. S. Steel promptly notified ACHD, which has regulatory jurisdiction for the Title V permit, and updated the ACHD regularly on efforts to mitigate any potential environmental impacts until the desulfurization process was returned to normal operations. Of the approximately 2,400 hours between the date of the fire and April 4, 2019, when the Company resumed desulfurization, there were ten intermittent hours where average SO2 emissions exceeded the hourly NAAQS for SO2 at the Allegheny County regional air quality monitors located in Liberty and North Braddock boroughs, which are near U. S. Steel's Mon Valley Works facilities. On April 29, 2019, PennEnvironment and Clean Air Council, both environmental, non-governmental organizations filed a Complaint in Federal Court in the Western District of Pennsylvania. The ACHD was subsequently granted intervenor status. Collectively the parties seek injunctive relief and civil penalties regarding the alleged Permit violations following the fire. Discovery has concluded. The court denied the parties’ respective Motions for Summary Judgment. A non-jury trial which was scheduled to take place in April and May of 2023 is vigorously defending these matters.being held in abeyance as the parties reached a tentative settlement agreement, signed a term sheet, and advised the Court accordingly. The parties are working to draft a Consent Decree to memorialize the settlement terms.


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ENVIRONMENTAL PROCEEDINGS

The following is a summary of the proceedings of U. S. Steel that were pending or contemplated as of September 30, 2017,March 31, 2023, under federal and state environmental laws.laws, and which U. S. Steel reasonably believes may result in monetary sanctions of at least $1 million (the threshold chosen by U. S. Steel as permitted by Item 103 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended). Information about specific sites where U. S. Steel is or has been engaged in significant clean up or remediation activities is also summarized below. Except as described herein, it is not possible to accurately predict the ultimate outcome of these matters.


CERCLA Remediation Sites


Claims under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) have been raised with respect to the cleanup of various waste disposal and other sites. Under CERCLA, potentially responsible parties (PRPs)(each, a PRP) for a site include current owners and operators, past owners and operators at the time of disposal, persons who arranged for disposal of a hazardous substance at a site and persons who transported a hazardous substance to a site. CERCLA imposes strict and joint and several liabilities. Because of various factors, including the ambiguity of the regulations, the difficulty of identifying the responsible parties for any particular site, the complexity of determining the relative liability among them, the uncertainty as to the most desirable remediation techniques, and


the amount of damages and cleanup costs and the time period during which such costs may be incurred, we are unable to reasonably estimate U. S. Steel’s ultimate liabilities under CERCLA.


As of September 30, 2017,March 31, 2023, U. S. Steel has received information requests or been identified as a PRP at a total of sevenfour CERCLA sites, twothree of which have liabilities that have not been resolved. Based on currently available information, which is in many cases preliminary and incomplete, management believes that U. S. Steel’s liability for CERCLA cleanup and remediation costs at the other five sitessite will be between $100,000 and $1 million for four of the sites, and over $5 million for one site as described below.


Duluth Works


The former U. S. Steel Duluth Works site was placed on the National Priorities List under CERCLA in 1983 and on the State of Minnesota’s Superfund list in 1984. Liability for environmental remediation at the site is governed by a Response Order by Consent executed with the Minnesota Pollution Control Agency (MPCA)MPCA in 1985 and a Record of Decision signed by MPCA in 1989. U. S. Steel has submitted a feasibility study that includes remedial measurespartnered with the Great Lakes National Program Office (GLNPO) of the U.S. EPA Region 5 to address contaminated sediments in the St. Louis River Estuary and several other Operable Unitsoperable units that could impact the Estuaryestuary if not addressed. An amendment to the Project Agreement between U. S. Steel and GLNPO was executed during the second quarter of 2018 to recognize the initial costs associated with implementing the first two phases of the proposed remedial plan at the site.


WhileRemediation contracts were issued by both USS and GLNPO for the first phase of the remedial work continues on obtaining additional information forat the site during the fourth quarter of 2020. USS and GLNPO have completed the second phase of work at the site which extended through early 2022. The final phase of the remedial design there has been no material changedefined and another amendment to the Project Agreement between U.S. Steel and GLNPO was executed in the statusDecember 2021. Execution of the project during the nine months ended September 30, 2017. Additional study, investigation,this final phase is in progress and is expected to extend through 2023. USS' portion of additional, design, oversight costs, and implementation of U. S. Steel'sall three phases of the preferred remedial alternativesalternative on the upland property and Estuary are currently estimated as of September 30, 2017March 31, 2023 at approximately $47$20 million.


RCRAResource Conservation Recovery Act (RCRA) and Other Remediation Sites


U. S. Steel may be liable for remediation costs under other environmental statutes, both federal and state, or where private parties are seeking to impose liability on U. S. Steel for remediation costs through discussions or litigation. There are 19eight such sites where remediation is being sought involving amounts in excess of $100,000.$1 million. Based on currently available information, which is in many cases preliminary and incomplete, management believes that liability for cleanup and remediation costs in connection with 9 sites have potential costs between $100,000 and $1 million per site, 5four sites may involve remediation costs between $1 million and $5 million per site and 5four sites are estimated to, or could have, costs for remediation, investigation, restoration or compensation in excess of $5 million per site.


For more information on the status of remediation activities at U. S. Steel’s significant sites, see the discussions related to each site below.


Gary Works


On October 23, 1998, the U.S. EPA issued a final Administrative Order on Consent (Order) addressing Corrective Action for Solid Waste Management Units (SWMU) throughout Gary Works. This Order requires U. S. Steel to perform a Resource Conservation and Recovery Act (RCRA)an RCRA Facility Investigation, (RFI), a Corrective Measures Study (CMS) and Corrective Measure Implementation. While work continuesEvaluations are underway at six groundwater areas on several items, therethe east side of the facility. A remedial groundwater treatment system has been no material change in the statusoperating at one of the project duringsix areas since 2021. An Interim Stabilization Measure work plan was recently approved by the nine months ended September 30, 2017.U.S. EPA for a second area and a contractor is completing installation of the remedial system. Until the remaining Phase I work and Phase II field investigations are completed, it is not possible to assess what additional expenditures will be necessary for Corrective Action projects at Gary Works. In total, the accrued liability for Corrective Action projects is approximately $26 million as of September 30, 2017,March 31, 2023, based on our current estimate of known remaining costs.


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Geneva Works


At U. S. Steel’s former Geneva Works, liability for environmental remediation, including the closure of three hazardous waste impoundments and facility-wide corrective action, has been allocated between U. S. Steel and the current property owner pursuant to an agreement and a permit issued by the Utah Department of Environmental Quality (UDEQ). Having completed the investigation on a majority of the remaining areas identified in the permit, U. S. Steel hashad determined the most effective means to address the remaining impacted material iswas to manage those materials in a previously approved on-site Corrective Action Management Unit (CAMU). While preliminary approvalU. S. Steel awarded a contract for the implementation of the conceptual CAMU design has been granted by the UDEQ, there has been no material change in the status of the project during the nine months ended September 30, 2017.fourth quarter of 2018. Construction, waste stabilization and placement, along with closure of the CAMU, were substantially completed in the fourth quarter of 2020. U. S. Steel has an accrued liability of approximately $63$18 million as of September 30, 2017,March 31, 2023 for our estimated share of the remaining costs of remediation.remediation at the site.



USS-UPI LLC


In February 2020, U. S. Steel purchased the remaining 50 percent interest in USS-POSCO Industries, (UPI)

Aa former joint venture that is located in Pittsburg, California between subsidiaries of U. S. Steel and POSCO, now known as USS-UPI, LLC. Prior to formation of the joint venture, UPI's facilities were previously owned and operated solely by U. S. Steel, which retains primaryassumed responsibility for the existing environmental conditions. During 2016, U. S. Steel implemented its preferredcontinues to monitor the impacts of the remedial plan implemented in 2016 to address groundwater impacts from trichloroethylene at SWMU 4. Evaluations continue for the three SWMUs, known as the Northern Boundary Group, and it is likely that corrective measures will be required, but it is not possible at this time to define a scope or estimate costs for what may be required by the California Department of Toxic Substances Control. As such, there has been no material change in the status of the project during the ninethree months ended September 30, 2017.March 31, 2023. As of September 30, 2017,March 31, 2023, approximately $1 million$229,000 has been accrued for ongoing environmental studies, investigations and remedy implementation.monitoring. Significant additional costs associated with this site are possible and are referenced in Note 2021 to the Condensed Consolidated Financial Statements “Contingencies and Commitments - Environmental Matters - Remediation Projects - Projects with Ongoing Study and Scope Development.”


Fairfield Works


A consent decree was signed by U. S. Steel, the U.S EPA and the U.S. Department of Justice and filed with the United States District Court for the Northern District of Alabama (United States of America v. USX Corporation) in December 1997. In accordance with the consent decree, U. S. Steel initiated aan RCRA corrective action program at the Fairfield Works facility. The Alabama Department of Environmental Management, (ADEM), with the approval of the U.S. EPA, assumed primary responsibility for regulation and oversight of the RCRA corrective action program at Fairfield Works. While work continues on different aspects of the program, there has been no material change in the status of the project during the ninethree months ended September 30, 2017.March 31, 2023. In total, the accrued liability for remaining work under the Corrective Action Program, was approximately $229,000 at September 30, 2017.$287,000 as of March 31, 2023. Significant additional costs associated with this site are possible and are referenced in Note 2021 to the Condensed Consolidated Financial Statements “Contingencies and Commitments - Environmental Matters - Remediation Projects - Projects with Ongoing Study and Scope Development.”

Fairless Plant

In April 1993, U. S. Steel entered into a consent order with the EPA pursuant to RCRA, under which U. S. Steel would perform Interim Measures (IM), an RFI and CMS at our Fairless Plant. A Phase I RFI Final Report was submitted in September of 1997. With EPA’s agreement, in lieu of conducting subsequent phases of the RFI and the CMS, U. S. Steel has been working through the Pennsylvania Department of Environmental Protection Act 2 Program to characterize and remediate facility parcels for redevelopment. While work continues on these items, there has been no material change in the status of the project during the nine months ended September 30, 2017. As of September 30, 2017, the accrued liability to maintain the interim measures, and clear properties through the Act 2 process is approximately $156,000. Significant additional costs associated with this site are possible and are referenced in Note 20 to the Consolidated Financial Statements “Contingencies and Commitments - Environmental Matters - Remediation Projects - Projects with Ongoing Study and Scope Development.”

Lorain Tubular Operations

In September 2006, U. S. Steel received a letter from the Ohio Environmental Protection Agency (OEPA) inviting U. S. Steel to enter into discussions about RCRA Corrective Action at Lorain Tubular Operations. A Phase I RFI on the identified SWMUs and Areas of Contamination was submitted in March 2012. While work continues on the Phase II RFI report that addresses additional investigations of soil, site wide groundwater and the pipe mill lagoon, there has been no material change in the status of the project during the nine months ended September 30, 2017. As of September 30, 2017, costs to complete additional projects are estimated to be approximately $113,000. Significant additional costs associated with this site are possible and are referenced in Note 20 to the Consolidated Financial Statements “Contingencies and Commitments - Environmental Matters - Remediation Projects - Projects with Ongoing Study and Scope Development.”

Joliet Works

The 50-acre parcel at the former Joliet Works is enrolled in the Illinois Environmental Protection Agency’s (IEPA) voluntary Site Remediation Program. The Program requires investigation and establishment of cleanup objectives followed by submission/approval of a Remedial Action Plan to meet those objectives. The 50-acre parcel was divided into four (4) subareas with remedial activities completed in 2015 for three (3) of the subareas. While work continues to define the requirements for further investigation of the remaining parcel, there has been no material change in the


status of the project during the nine months ended September 30, 2017. U. S. Steel has an accrued liability of $294,000 as of September 30, 2017. Significant additional costs associated with this site are possible and are referenced in Note 20 to the Consolidated Financial Statements “Contingencies and Commitments - Environmental Matters - Remediation Projects - Projects with Ongoing Study and Scope Development.”

Cherryvale (KS) Zinc

In April 2003, U. S. Steel and Salomon Smith Barney Holdings, Inc. (SSB) entered into a Consent Order with the Kansas Department of Health & Environment (KDHE) concerning a former zinc smelting operation in Cherryvale, Kansas. Remediation of the site proper was essentially completed in 2007. The Consent Order was amended on May 3, 2013, to require investigation (but not remediation) of potential contamination beyond the boundary of the former zinc smelting operation. On November 22, 2016, KDHE approved a State Cooperative Final Agency Decision Statement that identified the remedy selected to address potential contamination beyond the boundary of the former zinc smelting site. Work continues on developing the Removal Action Design Plan. As of September 30, 2017, an accrual of approximately $448,000 remains available for addressing these outstanding issues. Significant additional costs associated with this site are possible and are referenced in Note 20 to the Consolidated Financial Statements “Contingencies and Commitments - Environmental Matters - Remediation Projects - Projects with Ongoing Study and Scope Development.”


Air Related Matters

Great Lakes Works

In June 2010, the EPA significantly lowered the primary NAAQS for SO2 from 140 parts per billion (ppb) on a 24-hour basis to an hourly standard of 75 ppb. Based upon the 2009-2011 ambient air monitoring data, the EPA designated the area in which Great Lakes Works is located as nonattainment with the 2010 SO2 NAAQS.

As result, MDEQ must submit a State Implementation Plan (SIP) to the EPA that demonstrates that the entire nonattainment area (and not just the monitor) will be in attainment by October 2018 by using conservative air dispersion modeling.  U. S. Steel met with MDEQ on multiple occasions and had offered reduction plans to MDEQ but the parties could not agree to a plan. MDEQ, instead promulgated Rule 430 which was solely directed to U. S. Steel.  The Company challenged Rule 430 before the Michigan Court of Claims who by Order dated October 4, 2017, granted the Company’s motion for summary disposition voiding Rule 430 finding that it violated rule-making provisions of the Michigan Administrative Procedures Act and Michigan Constitution. The impacts of the nonattainment designation to the Company are not estimable at this time.

On May 27, 2015, Great Lakes Works received a Violation Notice in which MDEQ alleged that U. S. Steel did not obtain a required permit to install a BOP vessel replacement that occurred in November 2014. U. S. Steel responded to MDEQ on June 17, 2015. While the resolution of the matter is uncertain at this time, it is not anticipated that the resolution will be material to U. S. Steel.


Granite City Works


In October 2015, Granite City Works received a Violation Notice from IEPAthe Illinois Environmental Protection Agency (IEPA) in which the AgencyIEPA alleges that U. S. Steel violated the emission limits for nitrogen oxides (NOx) and volatile organic compounds from the Basic Oxygen Furnace Electrostatic Precipitator Stack. In addition, the AgencyIEPA alleges that U. S. Steel exceeded its natural gas usage limit at its CoGeneration Boiler. U. S. Steel responded to the notice and is currently discussing resolution of the matter with the IEPA.


Although discussions with IEPA regarding the foregoing alleged violations are ongoing and the resolution of these matters is uncertain at this time, it is not anticipated that the result of those discussions will be material to U. S. Steel.



Minnesota Ore Operations


On February 6, 2013, the U.S. EPA published a Federal Implementation Plan (FIP)FIP that applies to taconite facilities in Minnesota. The FIP establishes and requires emission limits and the use of low NOx reduction technology on indurating furnaces as Best Available Retrofit Technology.Technology (BART). While U. S. Steel installed low NOx burners on three furnaces at Minntac and is currently obligated to install low NOx burners on the two other furnaces at Minntac pursuant to existing


agreements and permits, the rule would require the installation of a low NOx burner on the one furnace at Keetac for which U. S. Steel did not have an otherwise existing obligation. U. S. Steel estimates expenditures associated with the installation of low NOx burners of as much as $25 million to $30 million. In 2013, U. S. Steel filed a petition for administrative reconsideration to the U.S. EPA and a petition for judicial review of the 2013 FIP and denial of the Minnesota State Implementation Plan (SIP)SIP to the Eighth Circuit of the 2013 FIP.Circuit. In April 2016, the U.S. EPA promulgated a revised FIP with the same substantive requirements for U. S. Steel. In June 2016, U. S. Steel filed a petition for administrative reconsideration of the 2016 FIP to the U.S. EPA and a petition for judicial review of the 2016 FIP before the Eighth Circuit Court of Appeals. The EPA has yet to publish a response to eitherWhile the proceedings regarding the petition for administrative reconsideration injudicial review of the Federal Register as required, and2013 FIP remained stayed, oral arguments regarding the petition for judicial review of the 2016 FIP were heard by the Eighth Circuit Court of Appeals on November 15, 2017. Thus, both petitions for
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judicial review remain with the Eighth Circuit. On December 4, 2017, the U.S. EPA published a notification in the Federal Register in which the U.S. EPA denied U. S. Steel’s administrative petitions for reconsideration and stay of the 2013 FIP and 2016 FIP. On February 1, 2018, U. S. Steel filed a petition for judicial review of the U.S. EPA’s denial of the administrative petitions for reconsideration to the Eighth Circuit Court of Appeals. The U.S. EPA and U. S. Steel reached a settlement regarding the five indurating lines at Minntac. After proposing a revised FIP and responding to public comments, on March 2, 2021, the U.S. EPA promulgated a final revised FIP incorporating the conditions and limits for Minntac to which the parties agreed. U. S. Steel and the U.S. EPA continue to negotiate resolution for Keetac.


Mon Valley Works

On November 9, 2017, the U.S. EPA Region III and ACHD jointly issued a Notice of Violation (NOV) regarding the Company’s Edgar Thomson facility in Braddock, Pennsylvania. In addition, on November 20, 2017, ACHD issued a separate, but related, NOV to the Company regarding the Edgar Thomson facility. In the NOVs, based upon their inspections and review of documents collected, the agencies allege that the Company has violated the CAA by exceeding the allowable visible emission standards from certain operations during isolated events. In addition, the agencies allege that the Company has violated certain maintenance, reporting, and recordkeeping requirements. U. S. Steel met with the U.S. EPA Region III and ACHD several times. On May 17, 2022, the United States Department of Justice (the DOJ), the U.S. EPA Region III and the ACHD filed a Complaint in the United States District Court for the Western District of Pennsylvania and lodged a proposed Consent Decree negotiated in good faith between U. S. Steel, DOJ, the U.S. EPA Region III and ACHD that will resolve this matter. On December 16, 2022, the Court approved the Consent Decree and it is currently in effect.

On March 2, 2022, the Company received a stipulated penalty demand for $0.9 million from the Allegheny County Health Department (ACHD) pursuant to the June 2019 Settlement Agreement and Order (SAO) between the Company and ACHD. In the demand notice, ACHD alleges that based upon daily visible emission observation inspections occurring April 1, 2021 through December 31, 2021, the Company’s Clairton plant violated applicable opacity standards from coke battery fugitive emission sources. The Company disagrees with the bases for the demand. The Company has initiated dispute resolution in accordance with the SAO and is attempting to reach a negotiated resolution of the matter.

On March 7, 2022, the Company received an enforcement order from the ACHD that includes a civil penalty demand for $1.8 million. In the Order, the ACHD alleges that the Company’s Clairton plant is solely and entirely culpable for 153 alleged exceedances of the Pennsylvania hydrogen sulfide ambient air standard that are reported to have occurred during January 1, 2020 through March 1, 2022. The Company disagrees with the bases for the demand. On April 5, 2022, the Company appealed the Order and is vigorously defending the matter. The ACHD Hearing Officer has scheduled a hearing on the appeal for January 23, 2024.

On March 24, 2022, the Company received an enforcement order from the ACHD that includes a civil penalty demand for $4.6 million for alleged air permit violations occurring between January 1, 2020 through March 15, 2022 regarding the Company’s Clairton plant’s coke oven pushing emission control systems. The Company disagrees with the bases for the demand and has appealed the Order. The ACHD Hearing Officer has issued a hearing on the appeal for January 30, 2024.
ASBESTOS LITIGATION
As
See Note 21 to our Condensed Consolidated Financial Statements, Contingencies and Commitments for a description of September 30, 2017, U. S. Steel was a defendantour asbestos litigation.

Item 1A.RISK FACTORS
There have been no material changes or updates to the risk factors previously disclosed in approximately 830 active cases involving approximately 3,325 plaintiffs. The vast majority of these cases involve multiple defendants. Atour Annual Report on Form 10-K for the fiscal year ended December 31, 2016, U. S. Steel2022.

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Item 2.PURCHASES OF EQUITY SECURITIES BY ISSUER AND AFFILIATED PURCHASERS
Share repurchase activity under the Company's share repurchase program during the three months ended March 31, 2023 was as follows:

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs in effect at March 31, 2023 (a)
January 1 - 31, 20231,827,352 $27.36 1,827,352 $251,000,800 
February 1 - 28, 2023— $— — $251,000,800 
March 1 - 31, 2023985,667 $25.36 985,667 $226,000,800 
Quarter ended March 31, 20232,813,019 $26.66 2,813,019 $226,000,800 
(a) On July 25, 2022, the Board of Directors authorized a defendant in approximately 845 active cases involving approximately 3,340 plaintiffs. Asshare repurchase program that allows for the repurchase of September 30, 2017, about 2,500, or approximately 75 percent,up to $500 million of these plaintiff claims are pending in jurisdictions which permit filings with massive numbers of plaintiffs. Based upon U. S. Steel’s experience in such cases,its outstanding common stock. The Company’s share repurchase program does not obligate it believes that the actualto acquire any specific number of plaintiffs who ultimately assert claims against U. S. Steel will likelyshares. Under this program, the shares may be a small fractionpurchased from time to time at prevailing market prices, through open market or privately negotiated transactions, at the discretion of the total number of plaintiffs.management.
The following table shows the number of asbestos claims in the current period and the prior three years:


Item 3.DEFAULTS UPON SENIOR SECURITIES
None.
Period ended Opening
Number
of Claims
 Claims
Dismissed,
Settled
and Resolved
 New
Claims
 Closing
Number
of Claims
December 31, 2014 3,320 190 325 3,455
December 31, 2015 3,455 415 275 3,315
December 31, 2016 3,315 225 250 3,340
September 30, 2017 3,340 200 185 3,325
Historically, asbestos-related claims against U. S. Steel fall into three major groups: (1) claims made by persons who allegedly were exposed to asbestos on the premises of U. S. Steel facilities; (2) claims made by persons allegedly exposed to products manufactured by U. S. Steel; and (3) claims made under certain federal and maritime laws by employees of former operations of U. S. Steel.
The amount U. S. Steel accrues for pending asbestos claims is not material to U. S. Steel’s financial condition. However, U. S. Steel is unable to estimate the ultimate outcome of asbestos-related claims due to a number of uncertainties, including (1) the rates at which new claims are filed, (2) the number of and effect of bankruptcies of other companies traditionally defending asbestos claims, (3) uncertainties associated with the variations in the litigation process from jurisdiction to jurisdiction, (4) uncertainties regarding the facts, circumstances and disease process with each claim, and (5) any new legislation enacted to address asbestos-related claims. Despite these uncertainties, management believes that the ultimate resolution of these matters will not have a material adverse effect on U. S. Steel’s financial condition, although the resolution of such matters could significantly impact results of operations for a particular quarter.


Item 4.MINE SAFETY DISCLOSURES
The information concerning mine safety violations and other regulatory matters required by Section 150 of the Dodd-Frank Wall Street Reform Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Form 10-Q.

Item 5.OTHER INFORMATION

None.

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Item 6.EXHIBITS
3.1
10.13.2
31.1United States Steel Corporation Non-Employee Director Compensation Policy, Adopted as of December 14, 2021, Amended as of December 15, 2022.*
Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Share Award Grant Agreement (2023 ROCE Grants).*
Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Share Award Grant Agreement (2023 TSR Grants).*
Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement (2023 Annual Grants).*
Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement (2023 Retention Grants).*
Administrative Procedures for the Executive Management Annual Incentive Compensation Plan under the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, Effective February 28, 2023.*
Certification of Chief Executive Officer required by Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as promulgated by the Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101
The following financial information from United States Steel Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Statement of Operations, (ii) the Condensed Consolidated Statement of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheet, (iv) the Condensed Consolidated Statement of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.
101 INS104Cover Page Interactive Data File - (formatted as Inline XBRL Instance Document
101 SCHXBRL Taxonomy Extension Schema Document
101 CALXBRL Taxonomy Extension Calculation Linkbase Document
101 DEFXBRL Taxonomy Extension Definition Linkbase Document
101 LABXBRL Taxonomy Extension Label Linkbase Document
101 PREXBRL Taxonomy Extension Presentation Linkbase Documentand contained in Exhibit 101).




* Indicates management contract or compensatory plan or arrangement.

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned chief accounting officer thereunto duly authorized.
UNITED STATES STEEL CORPORATION
UNITED STATES STEEL CORPORATIONBy/s/ Manpreet S. Grewal
By/s/ Colleen M. DarraghManpreet S. Grewal
Colleen M. Darragh
Vice President, Controller & ControllerChief Accounting Officer
November 1, 2017
April 28, 2023
WEB SITE POSTING
This Form 10-Q will be posted on the U. S. Steel web site, www.ussteel.com, within a few days of its filing.

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