X 10-K Annual Report Dec. 31, 2020 | Alphaminr
UNITED STATES STEEL CORP
ALPHAMINR

X 10-K Fiscal year ended Dec. 31, 2020

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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) Call Option Purchase Agreement, to be entered into by and among U. S. Steel Holdco LLC, Big River Steel Holdings LLC, Pinnacle Mountain Holding Company III, LLC and Consolidated Steel Equity Investors, LLC. Incorporated by reference to Exhibit 2.1 to United States Steel Corporation's Form 8-K filed on December 18, 2020, Commission File Number 1-16811. (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, as of July 28, 2020 Incorporated by reference to Exhibit 3.1 to United States Steel Corporation's Form 8-K filed on July 30, 2020, 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) 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. (f) 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. (g) Indenture, dated as of October 21, 2019, by and between the Corporation and The Bank of New York Mellon Incorporated by reference to Exhibit 4.1 to UnitedStates Steel Corporations Form 8-K filed on October 21, 2019, Commission File Number 1-16811. (h) Description of Securities. Incorporated by reference to Exhibit 4.1 to UnitedStates Steel Corporations Form 10-K filed on February 14, 2020, Commission File Number 1-16811. (i) Indenture, dated as of May 29, 2020, by and among the Company, the guarantors named on the signature pages 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 29, 2020, Commission File Number 1-16811. (j) Indenture, dated as of September 18, 2020, by and among Big River Steel LLC, as issuer, BRS Finance Corp., as co-issuer, BRS Intermediate Holdings LLC, as parent guarantor, each guarantor that may become party thereto and U.S. Bank National Association, as trustee and collateral agent. Incorporated by reference to Exhibit 4.1 to UnitedStates Steel Corporations Form 8-K filed on January 19, 2021, Commission File Number 1-16811. (k) Tenth Supplemental Indenture, dated as of February 11, 2021, by and between 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 February 11, 2021, Commission File Number 1-16811. (l) Form of 6.875% Senior Notes due 2029 (incorporated by reference to Exhibit A to Exhibit 4.1 filed herewith) Incorporated by reference to Exhibit 4.2 to UnitedStates Steel Corporations Form 8-K filed on February 11, 2021, 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(L) to UnitedStates Steel Corporations Form 10-K for the year ended December 31, 2015, 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 10.2 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) 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. (oo) 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. (pp) 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. (qq) 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. (rr) 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. (ss) 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. (tt) 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. (uu) 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. (vv) 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. (ww) 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. (xx) 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. (yy) 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. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-K filed on February 15, 2019, Commission File Number 1-16811. (zz) Form of Offer Letter to Duane D. Holloway.* Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 10-K filed on February 15, 2019, Commission File Number 1-16811. (aaa) Letter Agreement, dated December 21, 2018, between United States Steel Corporation and Douglas R. Matthews* Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 10-K filed on February 15, 2019, Commission File Number 1-16811. (bbb) United States Steel Corporation Deferred Compensation Program for Non-Employee Directors, effective as of July 26, 2016, as amended on October 30, 2018* Incorporated by reference to Exhibit 10.4 to UnitedStates Steel Corporations Form 10-K filed on February 15, 2019, Commission File Number 1-16811. (ccc) Summary of Non-Employee Director Fee Arrangements* Incorporated by reference to Exhibit 10.5 to UnitedStates Steel Corporations Form 10-K filed on February 15, 2019, Commission File Number 1-16811. (ddd) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Share Award Grant Agreement (TSR Grant).* Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q filed on May 3, 2019, Commission File Number 1-16811. (eee) Administrative Procedures for the Executive Management Annual Incentive Compensation Plan under the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, as approved on February 26, 2019.* Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 10-Q filed on May 3, 2019, Commission File Number 1-16811. (fff) United States Steel Corporation Non Tax-Qualified Retirement Account Program, Amended and Restated Effective January 1, 2019.* Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 10-Q filed on May 3, 2019, Commission File Number 1-16811. (ggg) United States Steel Corporation Supplemental Thrift Program, Amended and Restated Effective January 1, 2019.* Incorporated by reference to Exhibit 10.4 to UnitedStates Steel Corporations Form 10-Q filed on May 3, 2019, Commission File Number 1-16811. (hhh) United States Steel Corporation Supplemental Retirement Account Program, Amended and Restated Effective January 1, 2019.* Incorporated by reference to Exhibit 10.5 to UnitedStates Steel Corporations Form 10-Q filed on May 3, 2019, Commission File Number 1-16811. (iii) Recapitalization and Equity Purchase Agreement, dated September 30, 2019, by and among U. S. Steel Holdco LLC, BRS Stock Holdco LLC, Big River Steel Holdings LLC, the stockholders and members of Big River Steel Corp. and Big River Steel Holdings LLC and United States Steel Corporation. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on October 1, 2019, Commission File Number 1-16811. (jjj) Purchase and Sale Agreement, dated September 30, 2019, by and among U. S. Steel Holdco LLC, United States Steel Corporation and TPG Growth II BDH, L.P. Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 8-K filed on October 1, 2019, Commission File Number 1-16811. (kkk) Purchase Agreement, dated as of October 16, 2019, by and between the Corporation and the representatives of the several Initial Purchasers Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on October 21, 2019, Commission File Number 1-16811. (lll) Fifth Amended and Restated Credit Agreement dated as of October 25, 2019, among United States Steel Corporation, the Lenders party thereto, the LC Issuing Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative and Collateral Agent. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on October 28, 2019, Commission File Number 1-16811. (mmm) Second Amended and Restated Borrower Security Agreement dated as of October 25, 2019, among United States Steel Corporation and JPMorgan Chase Bank, N.A., as Collateral Agent Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 8-K filed on October 28, 2019, Commission File Number 1-16811. (nnn) Second Amended and Restated Subsidiary Security Agreement dated as of October 25, 2019, among the Subsidiary Guarantors and JPMorgan Chase Bank, N.A., as Collateral Agent. Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 8-K filed on October 28, 2019, Commission File Number 1-16811. (ooo) Agreement of Sale dated as of October 1, 2019 between the Corporation and The Industrial Development Board of the City of Hoover regarding $275 million 5.750% Environmental Improvement Revenue Bonds, Series 2019 (United States Steel Corporation Project). Incorporated by reference to Exhibit 10.4 to UnitedStates Steel Corporations Form 8-K filed on October 28, 2019, Commission File Number 1-16811. (ppp) Loan Agreement dated as of October 1, 2019 between the Corporation and the Allegheny County Industrial Development Authority regarding $92.63 million Environmental Improvement Refunding Revenue Bonds, Series 2019 (United States Steel Corporation Project). Incorporated by reference to Exhibit 10.5 to UnitedStates Steel Corporations Form 8-K filed on October 28, 2019, Commission File Number 1-16811. (qqq) Supplemental Agreement, dated December 23, 2019, between U.S. Steel Koice, s.r.o., Ferroenergy s.r.o. and Commerzbank Finance & Covered Bond S.A. as facility agent Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on December 23, 2019, Commission File Number 1-16811. (rrr) United States Steel Corporation Deferred Compensation Program for Non-Employee Directors, effective as of July 26, 2016, as amended on October 28, 2019* Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-K filed on February 14, 2020, Commission File Number 1-16811. (sss) United States Steel Corporation Non-Employee Director Stock Program of the 2016 Omnibus Incentive Compensation Plan, as amended November 1, 2019* Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 10-K filed on February 14, 2020, Commission File Number 1-16811. (ttt) Separation Agreement and Release, by and between Kevin P. Bradley and United Stated Steel Corporation, as of October 7, 2019. Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 10-K filed on February 14, 2020, Commission File Number 1-16811. (uuu) Credit Agreement, dated December 10, 2019, by and among United States Steel Corporation, KfW IPEX-Bank GMBH, as Mandated Lead Arranger and ECA Structuring Bank, KfW IPEX-Bank as Facility Agent, KfW IPEX-Bank as ECA Agent, and the financial institutions listed therein as lenders, and other parties party thereto from time to time Incorporated by reference to Exhibit 10.4 to UnitedStates Steel Corporations Form 10-K filed on February 14, 2020, Commission File Number 1-16811. (vvv) Option Agreement, dated April 30, 2020, by and between the Corporation and Stelco.on and Stelco. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on April 30, 2020, Commission File Number 1-16811. (www) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Cash Award Grant Agreement (ROCE Grant).* Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q filed on May 1, 2020, Commission File Number 1-16811. (xxx) 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 May 1, 2020, Commission File Number 1-16811. (yyy) Administrative Procedures for the Executive Management Annual Incentive Compensation Plan under the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, as approved on February 25, 2020.* Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 10-Q filed on May 1, 2020, Commission File Number 1-16811. (zzz) United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, as amended and restated on April 28, 2020* Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on May 1, 2020, Commission File Number 1-16811. (aaaa) Purchase Agreement for the Senior Secured Notes, dated as of May 21, 2020 Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on May 26, 2020, Commission File Number 1-16811. (bbbb) Collateral Agreement, dated as of May 29, 2020, by and among the Company, the subsidiary grantors named on the signature pages thereto and U.S. Bank National Association, as collateral agent Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on May 29, 2020, Commission File Number 1-16811. (cccc) Underwriting Agreement for the Shares, dated June 17, 2020 Incorporated by reference to Exhibit 1.1 to United States Steel Corporation's Form 8-K filed on June 22, 2020, Commission File Number 1-16811. (dddd) Amended and Restated Change in Control Severance Plan, effective July 28, 2020. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on July 30, 2020, Commission File Number 1-16811. (eeee) Export-Import Credit Agreement, dated September 30, 2020 Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on October 2, 2020, Commission File Number 1-16811. (ffff) Amendment to Fifth Amended and Restated Credit Agreement, dated September 30, 2020. Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 8-K filed on October 2, 2020, Commission File Number 1-16811. (gggg) Agreement of Sale dated as of November 1, 2020 between the Corporation and The Industrial Development Board of the City of Hoover regarding $63,400,000 million 6.375% Environmental Improvement Revenue Bonds, Series 2020 (United States Steel Corporation Project). Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on November 24, 2020, Commission File Number 1-16811. (hhhh) Loan Agreement dated as of November 1, 2020 between the Corporation and the Indiana Finance Authority regarding $33,300,000 Indiana Finance Authority Environmental Improvement Revenue Bonds, Series 2020A (United States Steel Corporation Project) and Indiana Finance Authority Environmental Improvement Revenue Refunding Bonds, Series 2020B (United States Steel Corporation Project) Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 8-K filed on November 24, 2020, Commission File Number 1-16811. (iiii) First Amended and Restated ABL Credit Agreement, dated as of September 10, 2020, by and among Big River Steel LLC, BRS Intermediate Holdings LLC, Goldman Sachs Bank USA, as administrative agent and collateral agent, and each lender party thereto. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on January 19, 2021, Commission File Number 1-16811. (jjjj) Bond Financing Agreement, dated as of September 10, 2020, between Arkansas Development Finance Authority and each of Big River Steel LLC, BRS Finance Corp. and BRS Intermediate Holdings LLC relating to $265 million Arkansas Development Finance Authority Industrial Development Revenue Bonds (Big River Steel Project), Tax-Exempt Series 2020 (Green Bonds). Incorporated by reference to Exhibit 10.2.1 to UnitedStates Steel Corporations Form 8-K filed on January 19, 2021, Commission File Number 1-16811. (kkkk) Definitions Annex relating to Arkansas Development Finance Authority Industrial Development Revenue Bonds (Big River Steel Project), Tax-Exempt Series 2020 (Green Bonds). Incorporated by reference to Exhibit 10.2.2 to UnitedStates Steel Corporations Form 8-K filed on January 19, 2021, Commission File Number 1-16811. (llll) Bond Financing Agreement, dated as of May 31, 2019, between Arkansas Development Finance Authority and each of Big River Steel LLC, BRS Finance Corp. and BRS Intermediate Holdings LLC relating to $487 million Arkansas Development Finance Authority Industrial Development Revenue Bonds (Big River Steel Project), Series 2019. Incorporated by reference to Exhibit 10.3.1 to UnitedStates Steel Corporations Form 8-K filed on January 19, 2021, Commission File Number 1-16811. (mmmm) Definitions Annex relating to Arkansas Development Finance Authority Industrial Development Revenue Bonds (Big River Steel Project), Series 2019. Incorporated by reference to Exhibit 10.3.2 to UnitedStates Steel Corporations Form 8-K filed on January 19, 2021, Commission File Number 1-16811. (nnnn) Underwriting Agreement for the Shares, dated February 2, 2021 Incorporated by reference to Exhibit 1.1 to UnitedStates Steel Corporations Form 8-K filed on February 5, 2021, Commission File Number 1-16811. (oooo) Underwriting Agreement, dated February 8, 2021, by and between United States Steel Corporation and Credit Suisse Securities (USA) LLC, as representative of the several underwriters listed on Schedule I thereto. Incorporated by reference to Exhibit 1.1 to UnitedStates Steel Corporations Form 8-K filed on February 11, 2021, Commission File Number 1-16811. 10.1 Separation Agreement and Release, by and between Douglas R. Matthews and United States Steel Corporation, as of December 24, 2020. 10.2 First Amendment to the Credit Agreement, dated as of November 17, 2020, by and among United States Steel Corporation and KFW IPEX-BANK GMBH, in its capacity as Lender, Facility Agent and ECA Agent. 10.3 SECOND SUPPLEMENTAL AGREEMENT, dated 30 November 2020, between U. S. STEEL KOICE, S.R.O., FERROENERGY S.R.O. and COMMERZBANK FINANCE & COVERED BOND S.A., as Facility Agent, relating to an up to EUR460,000,000 credit agreement dated 26 September 2018, as amended and restated by a supplemental agreement dated 23 December 2019 10.4 Letter Agreement, dated July 30, 2020, between Scott D. Buckiso and United States Steel Corporation. 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