- Fourth quarter 2023 net loss of $80 million, or $0.36 per
diluted share; full-year 2023 net earnings of $895 million, or
$3.56 per diluted share.
- Fourth quarter 2023 adjusted net earnings of $167 million,
or $0.67 per diluted share; full-year 2023 adjusted net earnings of
$1,195 million, or $4.73 per diluted share.
- Fourth quarter 2023 adjusted EBITDA of $330 million;
full-year 2023 adjusted EBITDA of $2,139 million.
United States Steel Corporation (NYSE: X) reported fourth
quarter 2023 net loss of $80 million, or $0.36 per diluted share
and adjusted net earnings was $167 million, or $0.67 per diluted
share. This compares to fourth quarter 2022 net earnings of $174
million, or $0.68 per diluted share, and adjusted net earnings for
the fourth quarter 2022 was $235 million, or $0.89 per diluted
share.
Full-year 2023 net earnings was $895 million, or $3.56 per
diluted share, and adjusted net earnings was $1,195 million, or
$4.73 per diluted share. This compares to full-year 2022 net
earnings of $2,524 million, or $9.16 per diluted share, and
adjusted net earnings for 2022 were $2,785 million, or $10.06 per
diluted share.
Commenting on the Company’s performance, U. S. Steel President
and Chief Executive Officer David B. Burritt said, “We ended the
year with another quarter of strong financial and operational
performance, and we did it safely, setting yet another year of
record best safety performance. 2023 was a pivotal year in the
history of U. S. Steel as our strategic alternatives review process
culminated in the signing of a definitive merger agreement with
Nippon Steel Corporation. I’m grateful to our talented and
hardworking team for successfully serving our stockholders and
customers and continuing to execute on our strategic goals while
the strategic alternatives review process was conducted. We are
excited by the opportunities afforded by the Nippon Steel and U. S.
Steel combination. It is the right transaction not only for U. S.
Steel stockholders, but also for our employees and customers. U. S.
Steel will retain its iconic name and headquarters in Pittsburgh,
Pennsylvania, reinforcing its commitment to employees, customers,
and local communities. The combination of two innovative steel
companies strengthens the competitive landscape of the steel
industry. We are looking forward to the closing of the transaction,
which we expect will be in the second or third quarter 2024.”
Commenting on the Company’s strategic investments, Burritt said,
“We continue to execute on our Best for All strategic investments.
Last month, we produced our first direct reduced-grade pellets from
our investment at our Keetac facility in Minnesota. These DR-grade
pellets are feedstock for direct reduced iron, or DRI, a critical
input for sustainable steelmaking. This is the latest in a string
of successful investment start-ups like our pig iron investment in
Indiana. We remain on-track for the start-up of the two remaining
strategic projects in 2024 – our dual galvalume®/galvanized coating
line in Arkansas at Big River Steel in the second quarter of 2024
and our new state-of-the-art mini mill, Big River 2, in the second
half of 2024. Our team at Big River has adeptly managed supply
chain, weather, and inflationary challenges throughout the
construction period. Our Board has authorized additional capital to
ensure BR2 is completed successfully. The Company now expects total
capital spend for BR2 will be approximately $3.2 billion."
Burritt concluded, "Our hard work over many years is paying off
with notable accomplishments. We are entering 2024 with momentum.
Lead times are extended reflecting broad customer demand, and our
operations are running at high levels of utilization to efficiently
fill customers’ orders.”
Earnings Highlights
Three Months Ended December
31,
Twelve Months Ended December
31,
(Dollars in millions, except per share
amounts)
2023
2022
2023
2022
Net Sales
$
4,144
$
4,338
$
18,053
$
21,065
Segment (loss) earnings before interest
and income taxes
Flat-Rolled
$
(31
)
$
171
$
418
$
2,008
Mini Mill
29
(68
)
215
481
U. S. Steel Europe
(21
)
(68
)
4
444
Tubular
113
205
589
544
Other
(1
)
6
(3
)
22
Total segment earnings before interest
and income taxes
$
89
$
246
$
1,223
$
3,499
Other items not allocated to segments
(320
)
(72
)
(424
)
(339
)
(Loss) earnings before interest and
income taxes
$
(231
)
$
174
$
799
$
3,160
Net interest and other financial
benefits
(66
)
(51
)
(248
)
(99
)
Income tax (benefit) expense
(85
)
51
152
735
Net (loss) earnings
$
(80
)
$
174
$
895
$
2,524
(Loss) earnings per diluted
share
$
(0.36
)
$
0.68
$
3.56
$
9.16
Adjusted net earnings (a)
$
167
$
235
$
1,195
$
2,785
Adjusted net earnings per diluted share
(a)
$
0.67
$
0.89
$
4.73
$
10.06
Adjusted earnings before interest,
income taxes, depreciation and amortization (EBITDA) (a)
$
330
$
443
$
2,139
$
4,290
(a) Please refer to the non-GAAP Financial
Measures section of this document for the reconciliation of these
amounts. The prior year was retroactively adjusted to reflect the
reclassification of stock-based compensation expense.
UNITED STATES STEEL
CORPORATION
PRELIMINARY SUPPLEMENTAL
STATISTICS (Unaudited)
Quarter Ended
Year Ended
December 31,
December 31,
2023
2022
2023
2022
OPERATING STATISTICS
Average realized price: ($/net ton unless
otherwise noted) (a)
Flat-Rolled
978
1,086
1,030
1,261
Mini Mill
807
786
875
1,134
U. S. Steel Europe
770
957
873
1,090
U. S. Steel Europe (€/net ton)
716
942
807
1,029
Tubular
2,390
3,616
3,137
2,978
Steel shipments (thousands of net tons):
(a)
Flat-Rolled
2,034
1,885
8,706
8,373
Mini Mill
617
636
2,424
2,287
U. S. Steel Europe
1,024
715
3,899
3,759
Tubular
132
133
478
523
Total Steel Shipments
3,807
3,369
15,507
14,942
Intersegment steel (unless otherwise
noted) shipments (thousands of net tons):
Mini Mill to Flat-Rolled
79
36
449
288
Flat-Rolled to Mini Mill
2
—
4
30
Flat-Rolled to Mini Mill (pig iron)
103
—
313
—
Flat-Rolled to USSE
—
—
—
30
Flat-Rolled to USSE (b)
242
—
874
144
Raw steel production (thousands of net
tons):
Flat-Rolled
2,087
1,952
9,399
8,846
Mini Mill
752
683
2,953
2,650
U. S. Steel Europe
1,100
589
4,395
3,839
Tubular
157
137
568
634
Raw steel capability utilization: (c)
Flat-Rolled
63
%
59
%
71
%
67
%
Mini Mill
89
%
82
%
89
%
80
%
U. S. Steel Europe
87
%
47
%
88
%
77
%
Tubular
69
%
60
%
63
%
70
%
CAPITAL EXPENDITURES (dollars in
millions)
Flat-Rolled
161
138
536
503
Mini Mill
425
449
1,899
1,159
U. S. Steel Europe
43
37
109
90
Tubular
8
7
32
17
Other Businesses
—
—
—
—
Total
637
631
2,576
1,769
(a) Excludes intersegment shipments.
(b) Consists of coal in 2023 and iron ore
pellets and fines in 2022.
(c) Based on annual raw steel production
capability of 13.2 million net tons for Flat-Rolled, 3.3 million
net tons for Mini Mill, 5.0 million net tons for U. S. Steel Europe
and 0.9 million net tons for Tubular.
UNITED STATES STEEL
CORPORATION
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended December
31,
Twelve Months Ended December
31,
(Dollars in millions, except per share
amounts)
2023
2022
2023
2022
Net Sales
$
4,144
$
4,338
$
18,053
$
21,065
Operating expenses (income):
Cost of sales
3,851
3,934
15,803
16,777
Selling, general and administrative
expenses
181
98
501
422
Depreciation, depletion and
amortization
241
197
916
791
Earnings from investees
(39
)
(41
)
(115
)
(243
)
Asset impairment charges
125
6
129
163
Restructuring and other charges
15
(9
)
36
48
Gain of equity investee transactions
—
(6
)
—
(6
)
Other gains, net
1
(15
)
(16
)
(47
)
Total operating expenses
4,375
4,164
17,254
17,905
(Loss) earnings before interest and
income taxes
(231
)
174
799
3,160
Net interest and other financial
benefits
(66
)
(51
)
(248
)
(99
)
(Loss) earnings before income
taxes
(165
)
225
1,047
3,259
Income tax (benefit) expense
(85
)
51
152
735
Net (loss) earnings
(80
)
174
895
2,524
Less: Net earnings attributable to
noncontrolling interests
—
—
—
—
Net (loss) earnings attributable to
United States Steel Corporation
$
(80
)
$
174
$
895
$
2,524
COMMON STOCK DATA:
Net (loss) earnings per share attributable
to United States Steel Corporation Stockholders
Basic
$
(0.36
)
$
0.75
$
3.98
$
10.22
Diluted
$
(0.36
)
$
0.68
$
3.56
$
9.16
Weighted average shares, in thousands
Basic
223,130
232,558
224,761
246,986
Diluted
223,130
262,703
255,360
276,963
Dividends paid per common share
$
0.05
$
0.05
$
0.20
$
0.20
UNITED STATES STEEL
CORPORATION
CONDENSED CASH FLOW STATEMENT
(Unaudited)
(Dollars in millions)
Twelve Months Ended December 31,
2023
Twelve Months Ended December 31,
2022
Increase (decrease) in cash, cash
equivalents and restricted cash
Operating activities:
Net earnings
$
895
$
2,524
Depreciation, depletion and
amortization
916
791
Asset impairment charges
129
163
Restructuring and other charges
36
48
Pensions and other post-retirement
benefits
(157
)
(213
)
Active employee benefit investments
32
—
Deferred income taxes
97
501
Working capital changes
385
(32
)
Income taxes receivable/payable
(27
)
(15
)
Other operating activities
(206
)
(262
)
Net cash provided by operating
activities
2,100
3,505
Investing activities:
Capital expenditures
(2,576
)
(1,769
)
Proceeds from cost reimbursement
government grants
—
54
Proceeds from sale of assets
8
32
Proceeds from sale of ownership interests
in equity investees
—
12
Other investing activities
—
(8
)
Net cash used in investing activities
(2,568
)
(1,679
)
Financing activities:
Issuance of long-term debt, net of
financing costs
241
343
Repayment of long-term debt
(89
)
(382
)
Common stock repurchased
(175
)
(849
)
Proceeds from government incentives
—
82
Other financing activities
(75
)
(62
)
Net cash used in financing activities
(98
)
(868
)
Effect of exchange rate changes on
cash
15
(19
)
Net (decrease) increase in cash, cash
equivalents and restricted cash
(551
)
939
Cash, cash equivalents and restricted cash
at beginning of year
3,539
2,600
Cash, cash equivalents and restricted cash
at end of period
$
2,988
$
3,539
UNITED STATES STEEL
CORPORATION
CONDENSED BALANCE SHEET
(Unaudited)
December 31,
December 31,
(Dollars in millions)
2023
2022
Cash and cash equivalents
$
2,948
$
3,504
Receivables, net
1,548
1,635
Inventories
2,128
2,359
Other current assets
319
368
Total current assets
6,943
7,866
Operating lease assets
109
146
Property, plant and equipment, net
10,393
8,492
Investments and long-term receivables,
net
761
840
Intangibles, net
436
478
Goodwill
920
920
Other noncurrent assets
889
716
Total assets
$
20,451
$
19,458
Accounts payable and other accrued
liabilities
3,028
3,016
Payroll and benefits payable
442
493
Short-term debt and current maturities of
long-term debt
142
63
Other current liabilities
336
387
Total current liabilities
3,948
3,959
Noncurrent operating lease liabilities
73
105
Long-term debt, less unamortized discount
and debt issuance costs
4,080
3,914
Employee benefits
126
209
Deferred income tax liabilities
587
456
Other long-term liabilities
497
504
United States Steel Corporation
stockholders' equity
11,047
10,218
Noncontrolling interests
93
93
Total liabilities and stockholders'
equity
$
20,451
$
19,458
UNITED STATES STEEL
CORPORATION
NON-GAAP FINANCIAL MEASURES
RECONCILIATION OF ADJUSTED NET
EARNINGS
Three Months Ended December
31,
Twelve Months Ended December
31,
(In millions of dollars)
2023
2022
2023
2022
Net (loss) earnings and diluted net
earnings per share attributable to United States Steel Corporation,
as reported
$
(80
)
$
(0.36
)
$
174
$
0.68
$
895
$
3.56
$
2,524
$
9.16
Restructuring and other charges
15
(9
)
36
48
Stock-based compensation expense (a)
14
12
51
57
VEBA asset surplus adjustment
(7
)
—
(43
)
—
Asset impairment charges (b)
123
6
127
163
Environmental remediation charges
—
—
11
13
Debt extinguishment
—
—
—
(2
)
Strategic alternatives review process
costs
63
—
79
—
Granite City idling costs (b)
107
—
121
—
United Steelworkers labor agreement
signing bonus and related costs (c)
—
67
—
64
Gains on assets sold & previously held
investments
—
(6
)
—
(6
)
Pension de-risking
—
(3
)
—
(3
)
Other charges, net
10
13
12
11
Adjusted pre-tax net earnings to United
States Steel Corporation
245
254
1,289
2,869
Tax impact of adjusted items (d)
(78
)
(19
)
(94
)
(84
)
Adjusted net earnings and diluted net
earnings per share attributable to United States Steel
Corporation
$
167
$
0.67
$
235
$
0.89
$
1,195
$
4.73
$
2,785
$
10.06
Weighted average diluted ordinary shares
outstanding, in millions
254.5
262.7
255.4
277.0
(a) The prior year was retroactively
adjusted to reflect the reclassification of stock-based
compensation expense. The adjustment was $11 million, $39 million,
$9 million and $43 million, net of taxes, for the three and twelve
months ended December 31, 2023, and 2022, respectively.
(b) During the three months ended December
31, 2023, the Company recognized charges of $230 million for the
indefinite idling of the iron and steel making processes at Granite
City Works. This amount includes asset impairment charges of $123
million and other costs of $107 million primarily for take-or-pay
commitments and employee-related costs.
(c) The 2022 Labor Agreements include
retroactive wage increases. A charge of $3 million pertaining to
wages for the month of September 2022 was recognized during the
three months ended December 31, 2022. This charge is included as an
adjustment to net earnings for the three months ended December 31,
2022, however this amount is not included as an adjustment to net
earnings for the year ended December 31, 2022.
(d) The tax impact of adjusted items for
the three months and twelve months ended December 31, 2023, is
calculated using a blended tax rate of 24% for domestic items and
21% for USSE items. The tax impact of adjusted items in 2022 is
calculated for U.S. domestic items using a blended tax rate of 25%
for Q1, Q2 and Q3 and 24% for Q4 and for USSE items 21%.
UNITED STATES STEEL
CORPORATION
NON-GAAP FINANCIAL MEASURES
RECONCILIATION OF ADJUSTED
EBITDA
Three Months Ended December
31,
Twelve Months Ended December
31,
(Dollars in millions)
2023
2022
2023
2022
Reconciliation to Adjusted EBITDA
Net (loss) earnings attributable to United
States Steel Corporation
$
(80
)
$
174
$
895
$
2,524
Income tax (benefit) expense
(85
)
51
152
735
Net interest and other financial
benefits
(66
)
(51
)
(248
)
(99
)
Depreciation, depletion and amortization
expense
241
197
916
791
EBITDA
10
371
1,715
3,951
Restructuring and other charges
15
(9
)
36
48
Stock-based compensation expense (a)
14
12
51
57
Asset impairment charges (b)
123
6
127
163
Environmental remediation charges
—
—
11
13
Strategic alternatives review process
costs
63
—
79
—
Granite City idling costs (b)
107
—
121
—
United Steelworkers labor agreement
signing bonus and related costs (c)
—
67
—
64
Gains on assets sold & previously held
investments
—
(6
)
—
(6
)
Other charges, net
(2
)
2
(1
)
—
Adjusted EBITDA
$
330
$
443
$
2,139
$
4,290
Net earnings margin (d)
(1.9
)%
4.0
%
5.0
%
12.0
%
Adjusted EBITDA margin (d)
8.0
%
10.2
%
11.8
%
20.4
%
(a) The prior year was retroactively
adjusted to reflect the reclassification of stock-based
compensation expense.
(b) During the three months ended December
31, 2023, the Company recognized charges of $230 million for the
indefinite idling of the iron and steel making processes at Granite
City Works. This amount includes asset impairment charges of $123
million and other costs of $107 million primarily for take-or-pay
commitments and employee-related costs.
(c) The 2022 Labor Agreements include
retroactive wage increases. A charge of $3 million pertaining to
wages for the month of September 2022 was recognized during the
three months ended December 31, 2022. This charge is included as an
adjustment to net earnings for the three months ended December 31,
2022, however this amount is not included as an adjustment to net
earnings for the year ended December 31, 2022.
(d) The net earnings and adjusted EBITDA
margins represent net earnings or adjusted EBITDA divided by net
sales.
UNITED STATES STEEL
CORPORATION
NON-GAAP FINANCIAL MEASURES
RECONCILIATION OF PAST TWELVE
MONTHS OF FREE AND INVESTABLE CASH FLOW
1st
2nd
3rd
4th
Quarter
Quarter
Quarter
Quarter
Total of the
(Dollars in millions)
2023
2023
2023
2023
Four Quarters
Net cash provided by operating
activities
$
181
$
713
$
817
$
389
$
2,100
Net cash used in investing activities
(738
)
(612
)
(585
)
(633
)
(2,568
)
Free cash flow
(557
)
101
232
(244
)
(468
)
Strategic capital expenditures
565
476
423
425
1,889
Investable free cash flow
$
8
$
577
$
655
$
181
$
1,421
We present adjusted net earnings, adjusted net earnings per
diluted share, earnings before interest, income taxes, depreciation
and amortization (EBITDA), adjusted EBITDA and adjusted EBITDA
margin, 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, 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 and adjusted net earnings per diluted
share are non-GAAP measures that exclude the effects of items that
include: restructuring and other charges, stock-based compensation
expense, VEBA asset surplus adjustment, asset impairment charges,
environmental remediation charges, debt extinguishment, strategic
alternatives review process costs, Granite City idling costs,
United Steelworkers labor agreement and signing bonus, gains on
assets sold & previously held investments, pension de-risking,
tax impact of adjusted items and other charges, net (Adjustment
Items). Adjusted EBITDA and adjusted EBITDA margins are also
non-GAAP measures that exclude the effects of certain Adjustment
Items. We present adjusted net earnings, adjusted net earnings per
diluted share, adjusted EBITDA and adjusted EBITDA margin to
enhance the understanding of our ongoing operating performance and
established trends affecting our core operations by excluding the
effects of events that can obscure underlying trends. U. S. Steel's
management considers adjusted net earnings, adjusted net earnings
per diluted share, adjusted EBITDA, and adjusted EBITDA margin as
alternative measures of operating performance and not alternative
measures of the Company's liquidity. U. S. Steel’s management
considers adjusted net earnings, adjusted net earnings per diluted
share, adjusted EBITDA, and adjusted EBITDA margin useful to
investors by facilitating a comparison of our operating performance
to the operating performance of our competitors. Additionally, the
presentation of adjusted net earnings, adjusted net earnings per
diluted share, adjusted EBITDA, and adjusted EBITDA margin provides
insight into management’s view and assessment of the Company’s
ongoing operating performance because management does not consider
the Adjustment Items when evaluating the Company’s financial
performance. Adjusted net earnings, adjusted net earnings per
diluted share, adjusted EBITDA, and adjusted EBITDA margin should
not be considered a substitute for net earnings, earnings per
diluted share or other financial measures as computed in accordance
with U.S. GAAP and are not necessarily comparable to similarly
titled measures used by other companies.
We also present free cash flow, a non-GAAP measure of cash
generated from operations after any investing activity and
investable free cash flow, a non-GAAP measure of cash generated
from operations after any investing activity adjusted for strategic
capital expenditures. We believe that free cash flow and investable
free cash flow provide further insight into the Company's overall
utilization of cash. A condensed consolidated statement of
operations (unaudited), condensed consolidated cash flow statement
(unaudited), condensed consolidated balance sheet (unaudited) and
preliminary supplemental statistics (unaudited) for U. S. Steel are
attached.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This release contains information regarding the Company that may
constitute “forward-looking statements,” as that term is defined
under the Private Securities Litigation Reform Act of 1995 and
other securities laws, that are subject to risks and uncertainties.
We intend the forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements in those sections.
Generally, we have identified such forward-looking statements by
using the words “believe,” “expect,” “intend,” “estimate,”
“anticipate,” “project,” “target,” “forecast,” “aim,” “should,”
“plan,” “goal,” “future,” “will,” “may” and similar expressions or
by using future dates in connection with any discussion of, among
other things, statements expressing general views about future
operating or financial results, operating or financial performance,
trends, events or developments that we expect or anticipate will
occur in the future, anticipated cost savings, potential capital
and operational cash improvements and changes in the global
economic environment, the construction or operation of new or
existing facilities or capabilities, statements regarding our
greenhouse gas emissions reduction goals, as well as statements
regarding the proposed transaction, including the timing of the
completion of the transaction. However, the absence of these words
or similar expressions does not mean that a statement is not
forward-looking. Forward-looking statements include all statements
that are not historical facts, but instead represent only the
Company’s beliefs regarding future goals, plans and expectations
about our prospects for the future and other events, many of which,
by their nature, are inherently uncertain and outside of the
Company’s control. It is possible that the Company’s actual results
and financial condition may differ, possibly materially, from the
anticipated results and financial condition indicated in these
forward-looking statements. Management of the Company believes that
these forward-looking statements are reasonable as of the time
made. However, caution should be taken not to place undue reliance
on any such forward-looking statements because such statements
speak only as of the date when made. In addition, forward looking
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from the Company’s
historical experience and our present expectations or projections.
Risks and uncertainties include without limitation: the ability of
the parties to consummate the proposed transaction on a timely
basis or at all; the timing, receipt and terms and conditions of
any required governmental and regulatory approvals of the proposed
transaction; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive agreement and plan of merger relating to the proposed
transaction (the “Merger Agreement”); the possibility that the
Company’s stockholders may not approve the proposed transaction;
the risks and uncertainties related to securing the necessary
stockholder approval; the risk that the parties to the Merger
Agreement may not be able to satisfy the conditions to the proposed
transaction in a timely manner or at all; risks related to
disruption of management time from ongoing business operations due
to the proposed transaction; certain restrictions during the
pendency of the proposed transaction that may impact the Company’s
ability to pursue certain business opportunities or strategic
transactions; the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price
of the Company’s common stock; the risk of any unexpected costs or
expenses resulting from the proposed transaction; the risk of any
litigation relating to the proposed transaction; the risk that the
proposed transaction and its announcement could have an adverse
effect on the ability of the Company to retain customers and retain
and hire key personnel and maintain relationships with customers,
suppliers, employees, stockholders and other business relationships
and on its operating results and business generally; and the risk
the pending proposed transaction could distract management of the
Company. The Company directs readers to its Form 10-K for the year
ended December 31, 2022 and Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, and the other documents it files
with the SEC for other risks associated with the Company’s future
performance. These documents contain and identify important factors
that could cause actual results to differ materially from those
contained in the forward-looking statements.
Additional Information and Where to Find It
This communication relates to the proposed transaction between
the United States Steel Corporation (the “Company”) and NSC. In
connection with the proposed transaction, the Company has filed and
will file relevant materials with the United States Securities and
Exchange Commission (“SEC”), including the Company’s proxy
statement on Schedule 14A (the “Proxy Statement”), a preliminary
version of which was filed with the SEC on January 24, 2024. The
information in the preliminary Proxy Statement is not complete and
may be changed. The definitive Proxy Statement will be filed with
the SEC and delivered to stockholders of the Company. The Company
may also file other documents with the SEC regarding the proposed
transaction. This communication is not a substitute for the Proxy
Statement or for any other document that may be filed with the SEC
in connection with the proposed transaction. The proposed
transaction will be submitted to the Company’s stockholders for
their consideration. BEFORE MAKING ANY VOTING DECISION, THE
COMPANY’S STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT (A
PRELIMINARY FILING OF WHICH HAS BEEN MADE WITH THE SEC), AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, NSC AND THE
PROPOSED TRANSACTION.
The Company’s stockholders will be able to obtain free copies of
the preliminary Proxy Statement and the definitive Proxy Statement
(the latter if and when it is available), as well as other
documents containing important information about the Company, NSC
and the proposed transaction once such documents are filed with the
SEC, without charge, at the SEC’s website (www.sec.gov). Copies of
the Proxy Statement and the other documents filed with the SEC by
the Company can also be obtained, without charge, by directing a
request to United States Steel Corporation, 600 Grant Street,
Pittsburgh, Pennsylvania 15219, Attention: Corporate Secretary;
telephone 412-433-1121, or from the Company’s website
www.ussteel.com.
Participants in the Solicitation
NSC, the Company and their directors, and certain of their
executive officers and employees may be deemed to be participants
in the solicitation of proxies from the Company’s stockholders in
respect of the proposed transaction. Information regarding the
directors and executive officers of the Company who may, under the
rules of the SEC, be deemed participants in the solicitation of the
Company’s stockholders in connection with the proposed transaction,
including a description of their direct or indirect interests, by
security holdings or otherwise, will be set forth in the Proxy
Statement, a preliminary version of which was filed with the SEC on
January 24, 2024. Information about these persons is included in
each company’s annual proxy statement and in other documents
subsequently filed with the SEC, and was included in the
preliminary version of the Proxy Statement filed with the SEC. Free
copies of the Proxy Statement and such other materials may be
obtained as described in the preceding paragraph.
Founded in 1901, United States Steel Corporation is a leading
steel producer. With an unwavering focus on safety, the Company’s
customer-centric Best for All® strategy is advancing a more secure,
sustainable future for U. S. Steel and its stakeholders. With a
renewed emphasis on innovation, U. S. Steel serves the automotive,
construction, appliance, energy, containers, and packaging
industries with high value-added steel products such as U. S.
Steel’s proprietary XG3® advanced high-strength steel. The Company
also maintains competitively advantaged iron ore production and has
an annual raw steelmaking capability of 22.4 million net tons. U.
S. Steel is headquartered in Pittsburgh, Pennsylvania, with
world-class operations across the United States and in Central
Europe. For more information, please visit www.ussteel.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20240201938743/en/
Corporate Communications T - (412) 433-1300 E -
media@uss.com
Emily Chieng Investor Relations Officer T - (412) 618-9554 E -
ecchieng@uss.com
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