X 10-K Annual Report Dec. 31, 2018 | Alphaminr
UNITED STATES STEEL CORP
ALPHAMINR

X 10-K Fiscal year ended Dec. 31, 2018

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UNITED STATES STEEL CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosurePart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Consolidated Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement ScheduleItem 16. Form 10-k Summary

Exhibits

(a) Amended and Restated Certificate of Incorporation of United States Steel Corporation, dated April 25, 2017 Incorporated by reference to Exhibit 3.1 to United States Steel Corporation's Form 8-K filed on April 28, 2017, Commission File Number 1-16811. (b) Amended and Restated By-Laws of United States Steel Corporation dated as of November 1, 2016. Incorporated by reference to Exhibit 3.1 to United States Steel Corporation's Form 8-K filed on November 2, 2016, Commission File Number 1-16811. (a) Indenture dated as of May21, 2007 between United States Steel Corporation and The Bank of New York Mellon, formerly known as The Bank of New York. Incorporated by reference to Exhibit 4.1 to UnitedStates Steel Corporations Form 8-K filed on May22, 2007, Commission File Number 1-16811. (b) First Supplemental Indenture dated as of May21, 2007, between United States Steel Corporation and The Bank of New York Mellon, formerly known as The Bank of New York, regarding 5.65% Senior Notes due June1, 2013, 6.05% Senior Notes due June1, 2017 and 6.65% Senior Notes due June1, 2037. Incorporated by reference to Exhibit 4.2 to UnitedStates Steel Corporations Form 8-K filed on May 22, 2007, Commission File Number 1-16811. (e) Indenture, dated as of May 10, 2016, by and among United States Steel Corporation, the guarantor named on the signature page thereto and U.S. Bank National Association, as trustee and notes collateral agent. Incorporated by reference to Exhibit 4.1 to UnitedStates Steel Corporations Form 8-K filed on May 10, 2016, Commission File Number 1-16811. (f) Eighth Supplemental Indenture, dated August 4, 2017, by and among United States Steel Corporation and the Bank of New York Mellon as trustee. Incorporated by reference to Exhibit 4.1 to UnitedStates Steel Corporations Form 8-K filed on August 4, 2017, Commission File Number 1-16811. (g) Ninth Supplemental Indenture, dated March 15, 2018, by and among United States Steel Corporation and the Bank of New York Mellon as trustee. Incorporated by reference to Exhibit 4.1 to UnitedStates Steel Corporations Form 8-K filed on March 15, 2018, Commission File Number 1-16811. (a) United States Steel Corporation Supplemental Retirement Account Program.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q for the quarter ended September 30, 2015, Commission File Number 1-16811. (b) United States Steel Corporation Executive Management Supplemental Pension Program.** Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 8-K filed on August 21, 2015, Commission File Number 1-16811. (c) United States Steel Corporation Supplemental Thrift Program.** Incorporated by reference to Exhibit 10.7 to UnitedStates Steel Corporations Form 10-Q for the quarter ended September 30, 2013, Commission File Number 1-16811. (d) United States Steel Corporation Deferred Compensation Program for Non-Employee Directors, a program under the 2005 Stock Incentive Plan.** Incorporated by reference to Exhibit 10(d) to UnitedStates Steel Corporations Form 10-K for the year ended December 31, 2011, Commission File Number 1-16811. (e) Form of Offer Letter to David B. Burritt.** Incorporated by reference to Exhibit 10.2 to United States Steel Corporation's Form 8-K filed on August 20, 2013, Commission File Number 1-16811. (g) Third Amended and Restated Credit Agreement dated as of July 27, 2015, among United States Steel Corporation, the Lenders party thereto, the LC Issuing Banks party thereto and JPMorgan Chase Bank, National Association as Administrative Agent and Collateral Agent. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q for the quarter ended June 30, 2015, Commission File Number 1-16811. (h) Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of February 24, 2016. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on February 24, 2016, Commission File Number 1-16811. (i) Amended and Restated Security Agreement dated as of July 27, 2015, between United States Steel Corporation and JPMorgan Chase Bank, National Association as Collateral Agent. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q for the quarter ended June 30, 2015, Commission File Number 1-16811. (j) EUR 200,000,000 multicurrency revolving credit facility agreement dated February 22. 2016, among U. S. Steel Koice, s.r.o., and ING Bank N.V., Commerzbank Aktiengesellschaft, Slovensk sporitea, a.s., Komern banka, a.s. and Citibank Europe plc. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on February 24, 2016, Commission File Number1-16811. (k) United States Steel Corporation Non Tax-Qualified Pension Plan.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on August 21, 2015, Commission File Number 1-16811. (l) United States Steel Corporation Non Tax-Qualified Retirement Account Program. Incorporated by reference to Exhibit 10(dd) to UnitedStates Steel Corporations Form 10-K for the year ended December 31, 2013, Commission File Number 1-16811. (n) United States Steel Corporation 2005 Stock Incentive Plan, Amended and Restated, April 27, 2010.** Incorporated by reference to Appendix A to UnitedStates Steel Corporations Definitive Proxy Statement on Schedule 14A filed on March12,2010, Commission File Number1-16811. (p) Administrative Regulations for the Long-Term Incentive Compensation Program under the United States Steel Corporation 2005 Stock Incentive Plan, Amended and Restated, May 28, 2013.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on May 30, 2013, Commission File Number 1-16811. (q) Administrative Regulations for the Long-Term Incentive Compensation Program under the United States Steel Corporation 2005 Stock Incentive Plan, Amended and Restated, February 25, 2014.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on March 3, 2014, Commission File Number 1-16811. (r) Administrative Procedures for the Long-Term Incentive Compensation Program under the United States Steel Corporation 2005 Stock Incentive Plan, as Amended and Restated, and under the United States Steel Corporation 2010 Annual Incentive Compensation Plan, as amended February 24, 2015.** Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 10-Q for the quarter ended March 31, 2015, Commission File Number 1-16811. (s) Form of stock option grant under the Long-Term Incentive Compensation Program, a program under the 2005 Stock Incentive Plan.** Incorporated by reference to Exhibit 10(x) to UnitedStates Steel Corporations Form 10-K for the year ended December 31, 2006, Commission File Number 1-16811. (t) Form of Performance Award Grant Agreement under the 2005 Stock Incentive Plan.** Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 10-Q for the quarter ended March 31, 2011, Commission File Number 1-16811. (u) Form of Stock Option Grant Agreement under the 2005 Stock Incentive Plan.** Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 10-Q for the quarter ended March 31, 2011, Commission File Number 1-16811. (v) Form of Restricted Stock Unit Retention Grant Agreement under the 2005 Stock Incentive Plan.** Incorporated by reference to Exhibit 10.5 to UnitedStates Steel Corporations Form 10-Q for the quarter ended March31, 2011, Commission File Number 1-16811. (w) Form of Restricted Stock Unit Annual Grant Agreement under the 2005 Stock Incentive Plan.** Incorporated by reference to Exhibit 10.4 to UnitedStates Steel Corporations Form 10-Q for the quarter ended March 31, 2011, Commission File Number 1-16811. (x) Form of Retention Performance Award Grant Agreement.** Incorporated by reference to Exhibit 10.5 to UnitedStates Steel Corporations Form 8-K filed on July 2, 2012, Commission File Number 1-16811. (y) Form of Non-Qualified Stock Option Grant Agreement.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q for the quarter ended March 31, 2015, Commission File Number 1-16811. (z) Form of Incentive Award Agreement, 2010 Annual Incentive Compensation Plan.** Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 10-Q for the quarter ended March 31, 2015, Commission File Number 1-16811. (bb) Administrative Regulations for the Executive Management Annual Incentive Compensation Plan under the 2010 Annual Incentive Compensation Plan.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on January 31, 2014, Commission File Number 1-16811. (cc) Administrative Procedures for the Executive Management Annual Incentive Compensation Program under the United States Steel Corporation 2010 Annual Incentive Compensation Plan, as amended January 27, 2015**. Incorporated by reference to Exhibit 10.4 to UnitedStates Steel Corporations Form 10-Q for the quarter ended March 31, 2015, Commission File Number 1-16811. (dd) United States Steel Corporation Change in Control Severance Plan effective January 1, 2016.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on November 6, 2015, Commission File Number 1-16811. (ee) Administrative Procedures for the Long-Term Incentive Compensation Program under the United States Steel Corporation 2005 Stock Incentive Plan, as Amended and Restated, and under the United States Steel Corporation Annual Incentive Compensation Plan, as amended February 22, 2016.** Incorporated by reference to Exhibit 10(kk) to UnitedStates Steel Corporations Form 10-K for the year ended December 31, 2015, Commission File Number 1-16811. (ff) Administrative Procedures for the Executive Management Annual Incentive Compensation Program under the United States Steel Corporation Annual Incentive Compensation Plan, as amended February 22, 2016.** Incorporated by reference to Exhibit 10(ll) to UnitedStates Steel Corporations Form 10-K for the year ended December 31, 2015, Commission File Number 1-16811. (gg) United States Steel Corporation 2016 Omnibus Incentive Compensation Plan.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q for the quarter ended March 31, 2016, Commission File Number 1-16811. (hh) United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement - Retention Grant Form**. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q for the quarter ended June 30, 2016, Commission File Number 1-16811. (ii) United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement - Annual Grant Form**. Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 10-Q for the quarter ended June 30, 2016, Commission File Number 1-16811. (jj) United States Steel Corporation 2016 Omnibus Incentive Compensation Plan - Stock Option Grant Form.** Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 10-Q for the quarter ended June 30, 2016, Commission File Number 1-16811. (kk) Administrative Procedures for the Executive Management Annual Incentive Compensation Program under the United States Steel Corporation Annual Incentive Compensation Plan, as amended November 1, 2016.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q for the quarter ended September 30, 2016, Commission File Number 1-16811. (ll) United States Steel Corporation Non Tax-Qualified Retirement Account Program, amended effective as of January 1, 2016.** Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 10-Q for the quarter ended September 30, 2016, Commission File Number 1-16811. (mm) United States Steel Corporation Supplemental Thrift Program, as amended November 1, 2016.** Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 10-Q for the quarter ended September 30, 2016, Commission File Number 1-16811. (nn) Offer letter to Kevin Bradley, dated July 21, 2017.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q filed on November 1, 2017, Commission File Number 1-16811. (oo) First Amendment to United States Steel Corporation 2016 Omnibus Incentive Compensation Plan.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q filed on April 26, 2017, Commission File Number 1-16811. (pp) Letter Agreement dated November 20, 2017 between United States Steel Corporation and Scott Buckiso* ** Incorporated by reference to Exhibit 10(bbb) to UnitedStates Steel Corporations Form 10-K for the year ended December 31, 2017, Commission File Number 1-16811. (qq) Fourth Amended and Restated Credit Agreement dated as of February 26, 2018, among United States Steel Corporation, the Lenders party thereto, the LC Issuing Banks party thereto and JPMorgan Chase Bank, National Association as Administrative Agent and Collateral Agent. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on March 2, 2018, Commission File Number 1-16811. (rr) Amended and Restated Borrower Security Agreement dated as of February 26, 2018, between United States Steel Corporation and JPMorgan Chase Bank, National Association as Collateral Agent. Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 8-K filed on March 2, 2018, Commission File Number 1-16811. (ss) Amended and Restated Subsidiary Security Agreement dated as of February 26, 2018, between the guarantors identified herein and JPMorgan Chase Bank, National Association as Collateral Agent. Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 8-K filed on March 2, 2018, Commission File Number 1-16811. (tt) Underwriting Agreement, by and among United States Steel Corporation and J.P. Morgan Securities LLC, dated March 13, 2018. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on March 15, 2018, Commission File Number 1-16811. (uu) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement (Annual Grant)** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q filed on April 27, 2018, Commission File Number 1-16811. (vv) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement (Retention Grant)** Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 10-Q filed on April 27, 2018, Commission File Number 1-16811. (ww) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Share Award Grant Agreement (TSR Grant)** Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 10-Q filed on April 27, 2018, Commission File Number 1-16811. (xx) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Share Award Grant Agreement (ROCE Grant)** Incorporated by reference to Exhibit 10.4 to UnitedStates Steel Corporations Form 10-Q filed on April 27, 2018, Commission File Number 1-16811. (yy) Administrative Procedures for the Executive Management Annual Compensation Incentive Program under the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan as approved on February 27, 2018** Incorporated by reference to Exhibit 10.5 to UnitedStates Steel Corporations Form 10-Q filed on April 27, 2018, Commission File Number 1-16811. (zz) Summary of Realistically Achievable Potential (RAP) Incentive Program awards under the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q filed on August 2, 2018, Commission File Number 1-16811. (aaa) EUR 460,000,000 multicurrency revolving credit facility agreement dated September 26, 2018, among U. S. Steel Koice, s.r.o., and Commerzbank Aktiengesellschaft, ING Bank N.V., Komern banka, a.s., Slovensk sporitea, a.s., Unicredit Bank Czech Republic and Slovakia , a.s., eskoslovensk Obchodn Banka, a.s., and Citibank Europe plc. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on October 2, 2018, Commission File Number 1-16811. 10.1. Amendment No. 1 to the Fourth Amended and Restated Credit Agreement dated as of February 26, 2018, by and among United States Steel Corporation, a Delaware corporation (the Borrower), the Lenders and LC Issuing Banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. 10.2 Form of Offer Letter to Duane D. Holloway.** 10.3 Letter Agreement, dated December 21, 2018, between United States Steel Corporation and Douglas R. Matthews** 10.4 United States Steel Corporation Deferred Compensation Program for Non-Employee Directors, effective as of July 26, 2016, as amended on October 30, 2018** 10.5 Summary of Non-Employee Director Fee Arrangements** 21. List of Subsidiaries 23. Consent of PricewaterhouseCoopers LLP 24. Powers of Attorney 31.1. 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 31.2. Certification of Chief Financial 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 32.1. Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2. Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 95. Mine Safety Disclosure required under Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act