8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 11, 2022

United States Steel Corporation

(Exact Name of Registrant as Specified in Charter) 

Delaware	1-16811	25-1897152
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

600 Grant Street,

Pittsburgh, PA 15219-2800

(Address of Principal Executive Offices, and Zip Code)

(412) 433-1121

Registrant’s Telephone Number, Including Area Code

____________________________________________

(Former Name or Former Address, if Changed Since Last Report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	X	New York Stock Exchange
Common Stock	X	Chicago Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure

On January 11, 2022, United States Steel Corporation (the “Corporation”) issued a press release titled “U. S. Steel Selects Osceola, Arkansas as Location for Most Advanced Steelmaking Facility in North America.” A copy of that press release is attached hereto as Exhibit 99.1. Also on January 11, 2022, the Corporation posted to its website a presentation related to the site selection announcement. A copy of that presentation is attached hereto as Exhibit 99.2.

In accordance with General Instruction B.2 of Form 8-K, the information contained in Item 7.01 and the press release and presentation attached herewith are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release, dated January 11, 2022, titled “U. S. Steel Selects Osceola, Arkansas as Location for Most Advanced Steelmaking Facility in North America.”
99.2	Investor Presentation, dated January 11, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

UNITED STATES STEEL CORPORATION

By	/s/ Manpreet S. Grewal
	Manpreet S. Grewal
	Vice President, Controller & Chief Accounting Officer

Dated: January 11, 2022

EX-99.1

NEWS RELEASE ©2022 U. S. Steel. All Rights Reserved www.ussteel.com CONTACTS: John O. Ambler Vice President Corporate Communications T – (412) 433-2407 E – joambler@uss.com Kevin Lewis Vice President Investor Relations T – (412) 433-6935 E – klewis@uss.com FOR IMMEDIATE RELEASE U. S. Steel Selects Osceola, Arkansas as Location for Most Advanced Steelmaking Facility in North America PITTSBURGH, January 11, 2022 – United States Steel Corporation (NYSE: X) (“U. S. Steel”) today announced that its next-generation highly sustainable and technologically advanced steel mill will be located in Osceola, Arkansas, close to U. S. Steel’s cutting-edge Big River Steel plant. The facility is engineered to bring together the most advanced technology to create the steel mill of the future that delivers profitable solutions for our customers. The new mill is designed to extend U. S. Steel’s customer advantages as the company maps a bold path toward a more sustainable future. The new optimized steel production facility is expected to feature two electric arc furnaces (EAFs) with 3 million tons per year of advanced steelmaking capability, a state-of-the-art endless casting and rolling line, and advanced finishing capabilities. This first use of endless casting and rolling technology in the United States brings significant energy, efficiency, and capability enhancements to the company’s operations. Upon completion, this project will apply to become LEED® certified. The site selection is subject to a number of factors, including final agreements with key partners. Permitting for the project is underway and the company expects to break ground in the first quarter of 2022, with project completion and full operation anticipated in 2024. “With this location selected and shovels ready, we are reshaping the future of steelmaking,” said U. S. Steel President and Chief Executive Officer David B. Burritt. “We had numerous competitive site

©2022 U. S. Steel. All Rights Reserved NEWS RELEASE www.ussteel.com options, but Osceola offers our customers incomparable advantages.” When completed, the sophisticated new steelmaking facility in combination with Big River Steel will form a 6.3 million ton mega mill capable of providing many of the most advanced and sustainable steels in North America. The new non-grain oriented electrical steel and galvalume/galvanizing lines currently under construction at Big River Steel will further advance U. S. Steel’s ability to respond to customers’ pressing supply chain needs to satisfy their own domestic manufacturing expansion. The location affords abundant, increasingly renewable and clean power from Entergy Arkansas, superior Class 1 rail service from BNSF with connections to other railroads, Mississippi River docks and interstate trucking access. Burritt continued, “The State of Arkansas, Mississippi County, the City of Osceola, Entergy, BNSF, and other parties have all worked to make this the clear choice for a path to the future without roadblocks. We’re not going to make our stakeholders wait to see progress. We intend to break ground this quarter and get to work as soon as permits are in hand. With its extraordinarily low-cost structure, energy efficient production equipment, and advanced capabilities, this $3 billion project will yield significant benefits to our customers, stockholders, communities, employees, and contribute to a more sustainable world.” “Our nation and our customers need a robust and resilient supply chain to meet consumers’ needs, and that starts with U. S. Steel’s advanced, sustainable steels. Steel is critical to so much of what the world builds, so how we make our products contributes directly to a better, more sustainable world for all. This new facility will build that future. Stay tuned. As we add this to our world-class Big River Steel facility, you’re going to be seeing great things as we advance the Best for AllSM future of steel.” “Arkansas has created an ideal business environment for the growth of the steel industry in our state,” Arkansas Governor Asa Hutchinson said. “The investment and high paying jobs that will result from this announcement will make a real difference in the lives of many families in Northeast Arkansas. I am grateful for the support of the legislature which was critical in winning this expansion. Now, U. S. Steel is an important part of our future and we look forward to continued success in the coming years.” “Mississippi County has become a national leader in steel production, and U. S. Steel’s decision to create ‘the steel mill of the future’ in this community continues to underscore why,” Arkansas Secretary of Commerce Mike Preston said. “Not only does Arkansas have a trained workforce, a reliable electrical grid, and easy access to river, rail, and highways, but it also has a governor, a General Assembly, and numerous community partners and stakeholders who recognize the importance of broadening economic

©2022 U. S. Steel. All Rights Reserved NEWS RELEASE www.ussteel.com opportunities for Arkansans and who will go the extra mile to compete for those opportunities. U. S. Steel is a highly regarded member of the state’s business community, and we are excited to continue our partnership with them as they establish the most advanced steelmaking facility in North America—right here in Arkansas.” This release contains information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “target,” “forecast,” “aim,” "should," “will,” "may" and similar expressions or by using future dates in connection with any discussion of, among other things, future profitability and earnings, the construction or operation of new or existing facilities, operating performance, trends, events or developments that we expect or anticipate will occur in the future, statements relating to volume changes, share of sales and earnings per share changes, anticipated cost savings, potential capital and operational cash improvements, anticipated disruptions to our operations and industry due to the COVID-19 pandemic, changes in global supply and demand conditions and prices for our products, the integration of Big River Steel in our existing business, business strategies related to the combined business, and statements expressing general views about future operating results. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are not historical facts, but instead represent only the Company’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Management believes that these forward-looking statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. The 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 the 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 “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, and those described from time to time in our future

©2022 U. S. Steel. All Rights Reserved NEWS RELEASE www.ussteel.com reports filed with the Securities and Exchange Commission. References to "we," "us," "our," the "Company," and "U. S. Steel," refer to United States Steel Corporation and its consolidated subsidiaries. ### 2022- 001 Founded in 1901, United States Steel Corporation is a leading steel producer. With an unwavering focus on safety, the company’s customer-centric Best for AllSM strategy is advancing a more secure, sustainable future for U. S. Steel and its stakeholders. With a renewed emphasis on innovation, U. S. Steel serves the automotive, construction, appliance, energy, containers, and packaging industries with high value- added steel products such as U. S. Steel’s proprietary XG3™ advanced high-strength steel. The company also maintains competitively advantaged iron ore production and has an annual raw steelmaking capability of 26.2 million net tons. U. S. Steel is headquartered in Pittsburgh, Pennsylvania, with world-class operations across the United States and in Central Europe. For more information, please visit www.ussteel.com.

EX-99.2

Building the Nation’s Most Technologically Advanced Steelmaking Facility in Osceola, Arkansas Disclosing the selected site for our previously announced investment to build a new state-of-the-art mini mill January 11, 2022

Forward-looking statements These slides are being provided to assist readers in understanding U. S. Steel’s site selection announcement to build its next-generation highly sustainable and technologically advanced steel mill in Osceola, Arkansas. This presentation contains information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “target,” “forecast,” “aim,” “should,” “will,” "may" and similar expressions or by using future dates in connection with any discussion of, among other things, future profitability and earnings, the construction or operations of new or existing facilities, operating performance, trends, events or developments that we expect or anticipate will occur in the future, statements relating to volume changes, share of sales and earnings per share changes, anticipated cost savings, potential capital and operational cash improvements, anticipated disruptions to our operations and industry due to the COVID-19 pandemic, changes in global supply and demand conditions and prices for our products, international trade duties and other aspects of international trade policy, the integration of Big River Steel in our existing business, business strategies related to the combined business and statements expressing general views about future operating results. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are not historical facts, but instead represent only the Company’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Management believes that these forward-looking statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our Company's historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, the risks and uncertainties described in this report and in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, our Quarterly Reports on Form 10-Q and those described from time to time in our future reports filed with the Securities and Exchange Commission. References to (i) "U. S. Steel," "the Company," "we," "us," and "our" refer to United States Steel Corporation and its consolidated subsidiaries unless otherwise indicated by the context and (ii) “Big River Steel” refer to Big River Steel Holdings LLC and its direct and indirect subsidiaries unless otherwise indicated by the context. 2 2

U P D A T E 3 3 Advancing our Best for All strategy TRANSFORMED BALANCE SHEET GROWING COMPETITIVE ADVANTAGES RETURNING CAPITAL TO STOCKHOLDERS Today’s announcement furthers our presence in sustainable steels by expanding our mini mill steelmaking competitive advantage

Advancing our Best for All strategy Growing competitive advantages LOW-COST IRON ORE MINI MILL STEEL - MAKING BEST-IN- CLASS FINISHING CAPABILITIES Research & innovation Deep customer relationships 4 4 Competitive advantages built on a strong foundation:

5 5 Selecting the optimal site for value creation Expanding our mini mill competitive advantage Improving our through-cycle financial performance Today’s announcement Furthering our presence in sustainable steels

6 6 Strong partnerships for long-term value creation Capability to leverage BRS mini mill construction / operating talent Proximity to strategic customers Robust logistics network Highest financial returns versus alternatives Favorable government incentives Leanest cost structure Strongest IRR and NPV1 ✓ ✓ ✓ ✓ ✓✓ Attractive electricity rates ✓ Access to network of suppliers ✓ Selecting the optimal site for value creation 1 IRR = Internal Rate of Return; NPV = Net Present Value

Expanding our mini mill competitive advantage 7 7 OPERATIONSFINANCIALS CUSTOMERS Industry-leading mini mill EBITDA margins Advanced endless casting and rolling capabilities Growing sustainable steel offering Equipping with a unique suite of steelmaking and finishing assets Adding first of its kind technology in the U.S. which provides cost and capability advantages Creating a sustainable steelmaking hub to meet customers’ growing appetite for low-GHG1 emission steels 1 GHG = greenhouse gas

Improving our through-cycle financial performance 8 8 Big River Steel additional detail Mini Mill #2 ~3M Expected annual tons of raw steel capability ~$650M Expected run-rate EBITDA by 2026 ~$3B Expected capital spending Targeted end-markets: Automotive Appliance Construction / Infrastructure Service centers / Further conversion Mini Mill #2 highlights:

Mini Mill #2 At a glance 9 9 Facility footprint: Targeted product mix: 2 Electric arc furnaces (EAFs) two ~210-ton EAFs 30% Hot rolled 1 Endless casting & rolling ~0.03” – 0.5” thickness ~45” – 77” width 40% Cold rolled Best-in-class finishing lines ~1M ton galvanizing capability (2 lines) ~165k ton painting capability (1 line) ~250k ton slitting capability (1 line) 30% Coated ~27% EBITDA margin Targeted through-cycle EBITDA margin upon run-rate production in 2026 Based on targeted product mix ~$215 EBITDA per ton ~4,300 Tons per employee Targeted labor productivity

Improving our through-cycle financial performance 10 10 Mini Mill #2 Expected annual tons of raw steel capability ~6.3M Expected through-cycle EBITDA by 2026 ~$1.3B Best-in-class finishing capabilities NGO electrical steels Construction coated products AHSS / hot-roll galvanizing Painting / slitting Big River Steel + Mini Mill #2 Big River Steel + Mini Mill #2 Note: Data includes both Big River Steel and Mini Mill #2

INVESTOR RELATIONS Kevin Lewis Vice President 412-433-6935 klewis@uss.com Eric Linn Director 412-433-2385 eplinn@uss.com www.ussteel.com

XML

Cover	Jan. 11, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 11, 2022
Entity Registrant Name	United States Steel Corp
Entity Central Index Key	0001163302
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-16811
Entity Tax Identification Number	25-1897152
Entity Address, Address Line One	600 Grant Street
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15219-2800
City Area Code	412
Local Phone Number	433-1121
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	X
Security Exchange Name	NYSE
Chicago Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	X
Security Exchange Name	CHX