X 10-K Annual Report Dec. 31, 2023 | Alphaminr
UNITED STATES STEEL CORP
ALPHAMINR

X 10-K Fiscal year ended Dec. 31, 2023

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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 1C. CybersecurityItem 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. ReservedItem 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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) Agreement and Plan of Merger, dated as of December 18, 2023, by and among the Company, Parent, Merger Sub and NSC (solely as provided in Section 9.13 therein).** Incorporated by reference to Exhibit 2.1 to United States Steel Corporation's Form 8-K filed on December 18, 2023, Commission File Number 1-16811. (b) Call Option Equity Purchase Agreement, 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, dated as of December 15, 2020. 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, dated as of January 31, 2023. Incorporated by reference to Exhibit 3.1 to United States Steel Corporation's Form 8-K filed on February 2, 2023, Commission File Number 1-16811. (a) Indenture between United States Steel Corporation and The Bank of New York Mellon (f/k/a The Bank of New York, dated as of May 21, 2007. 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 between United States Steel Corporation and The Bank of New York Mellon(f/k/a The Bank of New York, dated as of May 21, 2007). Incorporated by reference to Exhibit 4.2 to UnitedStates Steel Corporations Form 8-K filed on May 22, 2007, Commission File Number 1-16811. (c) Tenth Supplemental Indenture between United States Steel Corporation and The Bank of New York Mellon, dated as of February 11, 2021. Incorporated by reference to Exhibit 4.1 to UnitedStates Steel Corporations Form 8-K filed on February 11, 2021, Commission File Number 1-16811. (d) Indenture by and between United States Steel Corporation and The Bank of New York Mellon, dated as of October 21, 2019. Incorporated by reference to Exhibit 4.1 to UnitedStates Steel Corporations Form 8-K filed on October 21, 2019, Commission File Number 1-16811. (e) Indenture among Big River Steel LLC, BRS Finance Corp., BRS Intermediate Holdings LLC, each Guarantor that may become party thereto and U.S. Bank National Association, dated as of September 18, 2020. Incorporated by reference to Exhibit 4.1 to UnitedStates Steel Corporations Form 8-K filed on January 19, 2021, Commission File Number 1-16811. (f) 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. (a) Recapitalization and Equity Purchase Agreement by and among U. S. Steel Holdco LLC, BRS Stock Holdco LLC, Big River Steel Holdings LLC, the Equityholders of Big River Steel Corp. and Big River Steel Holdings LLC and United States Steel Corporation, dated as of September 30, 2019. Incorporated by reference to Exhibit 10.1 to United States Steel Corporations Form 8-K filed on October 1, 2019, Commission File Number 1-16811. (b) Purchase and Sale Agreement by and among U. S. Steel Holdco LLC, United States Steel Corporation and TPG Growth II BDH, L.P, dated as of September 30, 2019. Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 8-K filed on October 1, 2019, Commission File Number 1-16811. (c) Option Agreement by and between United States Steel Corporation and Stelco Inc., dated as of April 30, 2020.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. (d) Underwriting Agreement by and between United States Steel Corporation and Credit Suisse Securities (USA) LLC on behalf of the several Underwriters, dated February 8, 2021. Incorporated by reference to Exhibit 1.1 to UnitedStates Steel Corporations Form 8-K filed on February 11, 2021, Commission File Number 1-16811. (e) Membership Interest Purchase Agreement by and between United States Steel Corporation and Percy Acquisition LLC, dated June 7, 2021.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on June 8, 2021, Commission File Number 1-16811. (f) Commitment Agreement by and among United States Steel Corporation, Banner Life Insurance Company, William Penn Life Insurance Company of New York and State Street Global Advisors Trust Company, dated November 9, 2021.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-K filed on February 11, 2022, Commission File Number 1-16811. (g) Sixth Amended and Restated Credit Agreement, dated as of May 27, 2022, among United States Steel Corporation, the Subsidiary Guarantors from time to time party thereto, 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 June 3, 2022, Commission File Number 1-16811. (h) Amendment No. 1 to Sixth Amended and Restated Credit Agreement, dated as of December 19, 2022, among United States Steel Corporation, the Subsidiary Guarantors from time to time party thereto, 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 10-K filed on February 3, 2023, Commission File Number 1-16811. (i) Third Amended and Restated Borrower Security Agreement, dated as of May 27, 2022, between 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 June 3, 2022, Commission File Number 1-16811. (j) Third Amended and Restated Subsidiary Security Agreement, dated as of May 27, 2022, between 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 June 3, 2022, Commission File Number 1-16811. (k) Second Amended and Restated Borrower Canadian Security Agreement, dated as of May 27, 2022, between United States Steel Corporation and JPMorgan Chase Bank, N.A., as Collateral Agent. Incorporated by reference to Exhibit 10.4 to UnitedStates Steel Corporations Form 8-K filed on June 3, 2022, Commission File Number 1-16811. (l) Agreement of Sale between United States Steel Corporation and The Industrial Development Board of the City of Hoover, dated as of October 1, 2019. Incorporated by reference to Exhibit 10.4 to UnitedStates Steel Corporations Form 8-K filed on October 28, 2019, Commission File Number 1-16811. (m) Loan Agreement between United States Steel Corporation and the Allegheny County Industrial Development Authority, dated as of October 1, 2019. Incorporated by reference to Exhibit 10.5 to UnitedStates Steel Corporations Form 8-K filed on October 28, 2019, Commission File Number 1-16811. (n) Amended and Restated Credit Agreement, dated December 22, 2022, among Exploratory Ventures, LLC, as Borrower, United States Steel Corporation, as Parent Guarantor, KFW IPEX-Bank GMBH, as Mandated Lead Arranger and ECA Structuring Bank, KFW IPEX-Bank GMBH, as Facility Agent and ECA Agent, and lenders party thereto from time to time.** Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q filed on October 27, 2023, Commission File Number 1-16811. (o) Agreement of Sale between United States Steel 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), dated as of November 1, 2020. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on November 24, 2020, Commission File Number 1-16811. (p) Loan Agreement dated between United States Steel 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), dated as of November 1, 2020. Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 8-K filed on November 24, 2020, Commission File Number 1-16811. (q) ABL Credit Agreement by and among Big River Steel LLC, BRS Intermediate Holdings LLC, Goldman Sachs Bank USA and each lender party thereto, dated as of August 23, 2017.** Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 10-K filed on February 11, 2022, Commission File Number 1-16811. (r) First Amendment to ABL Credit Agreement by and among Big River Steel LLC, BRS Intermediate Holdings LLC, Goldman Sachs Bank USA and each lender party thereto, dated as of September 10, 2020. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on January 19, 2021, Commission File Number 1-16811. (s) Second Amendment to ABL Credit Agreement by and among Big River Steel LLC, BRS Intermediate Holdings LLC, Goldman Sachs Bank USA and each lender party thereto, dated as of July 23, 2021. Incorporated by reference to Exhibit 10.4 to UnitedStates Steel Corporations Form 10-Q filed on July 30, 2021, Commission File Number 1-16811. (t) Third Amendment to ABL Credit Agreement by and among Big River Steel LLC, BRS Intermediate Holdings LLC, Goldman Sachs Bank USA and each lender party thereto, dated as of December 19, 2022.** Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 10-K filed on February 3, 2023, Commission File Number 1-16811. (u) Fourth Amendment to ABL Credit Agreement by and among BRS Intermediate Holdings LLC, Big River Steel LLC, BRS Finance Corp. and Goldman Sachs Bank USA and each lender party thereto, dated as of June 16, 2023. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q filed on July 28, 2023, Commission File Number 1-16811. (v) Bond Financing Agreement 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), dated as of September 10, 2020. 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. (w) Definitions Annex relating to Arkansas Development Finance Authority Industrial Development Revenue Bonds (Big River Steel Project), Tax-Exempt Series 2020 (Green Bonds), dated as of September 10, 2020. 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. (x) Bond Financing Agreement 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, dated as of May 31, 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. (y) Definitions Annex relating to Arkansas Development Finance Authority Industrial Development Revenue Bonds (Big River Steel Project), Series 2019, dated as of May 31, 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. (z) Loan Agreement between Arkansas Development Finance Authority and each of United States Steel Corporation and Exploratory Ventures, LLC relating to $290,000,000 Arkansas Development Finance Authority Environmental Improvement Revenue Bonds, Series 2022 (United States Steel Corporation Project) (Green Bonds), dated as of September 1, 2022. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q filed on October 28, 2022, Commission File Number 1-16811. (aa) EUR 300,000,000 Unsecured Sustainability Linked Revolving Credit Facility Agreement among U. S. Steel Koice, s.r.o., and 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, dated September 29, 2021. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on October 1, 2021, Commission File Number 1-16811. (bb) Supplemental Agreement No. 9 between U. S. Steel Koice, s.r.o. and ING Bank N.V., dated December 3, 2021. Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 10-K filed on February 11, 2022, Commission File Number 1-16811. (cc) First Supplemental Agreement, dated December 15, 2022, between U. S. Steel Koice, s.r.o., and ING Bank N.V., as Facility Agent, relating to an up to EUR 300,000,000 credit agreement dated September 29, 2021.** Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 10-K filed on February 3, 2023, Commission File Number 1-16811. (ee) United States Steel Corporation 2005 Stock Incentive Plan, Amended and Restated Effective 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. (gg) Form of Stock Option Grant under the Long-Term Incentive Compensation Program, a program under the United States Steel Corporation 2005 Stock Incentive Plan.* Incorporated by reference to Exhibit 10(x) to United States Steel Corporations Form 10-K filed on February 27, 2007, Commission File Number 1-16811. (hh) Form of Performance Award Grant Agreement under the Long-Term Incentive Compensation Program, a program under the United States Steel Corporation 2005 Stock Incentive Plan.* Incorporated by reference to Exhibit 10.3 to United States Steel Corporations Form 10-Q filed on April 26, 2011, Commission File Number 1-16811. (ii) Form of Stock Option Grant Agreement under the Long-Term Incentive Compensation Program, a program under the United States Steel Corporation 2005 Stock Incentive Plan.* Incorporated by reference to Exhibit 10.2 to United States Steel Corporations Form 10-Q filed on April 26, 2011, Commission File Number 1-16811. (jj) Form of Restricted Stock Unit Retention Grant Agreement under the Long-Term Incentive Compensation Program, a program under the United States Steel Corporation 2005 Stock Incentive Plan.* Incorporated by reference to Exhibit 10.5 to United States Steel Corporations Form 10-Q filed on April 26, 2011, Commission File Number 1-16811 (kk) Form of Restricted Stock Unit Annual Grant Agreement under the Long-Term Incentive Compensation Program, a program under the United States Steel Corporation 2005 Stock Incentive Plan.* Incorporated by reference to Exhibit 10.4 to United States Steel Corporations Form 10-Q filed on April 26, 2011, Commission File Number 1-16811. (ll) Form of Retention Performance Award Grant Agreement under the Long-Term Incentive Compensation Program, a program under the United States Steel Corporation 2005 Stock Incentive Plan.* Incorporated by reference to Exhibit 10.5 to United States Steel Corporations Form 8-K filed on July 2, 2012, Commission File Number 1-16811. (mm) Form of Non-Qualified Stock Option Grant Agreement under the Long-Term Incentive Compensation Program, a program under the United States Steel Corporation 2005 Stock Incentive Plan.* Incorporated by reference to Exhibit 10.1 to United States Steel Corporations Form 10-Q filed on April 29, 2015, Commission File Number 1-16811. (nn) Administrative Regulations for the Long-Term Incentive Compensation Program under the United States Steel Corporation 2005 Stock Incentive Plan, Amended and Restated Effective 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. (oo) Administrative Regulations for the Long-Term Incentive Compensation Program under the United States Steel Corporation 2005 Stock Incentive Plan, Amended and Restated Effective 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. (pp) 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 United States Steel Corporations Form 10-Q filed on April 29, 2015, Commission File Number 1-16811. (qq) 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, Effective February 22, 2016.* Incorporated by reference to Exhibit 10(kk) to United States Steel Corporations Form 10-K filed on February 29, 2016, Commission File Number 1-16811. (rr) United States Steel Corporation Deferred Compensation Program for Non-Employee Directors, a program under the 2005 Stock Incentive Plan, effective as of November 29, 2005.* Incorporated by reference to Exhibit 10(d) to United States Steel Corporations Form 10-K filed on February 28, 2012, Commission File Number 1-16811. (tt) Form of Incentive Award Agreement under the United States Steel Corporation 2010 Annual Incentive Compensation Plan.* Incorporated by reference to Exhibit 10.2 to United States Steel Corporations Form 10-Q filed on April 29, 2015, Commission File Number 1-16811. (uu) Administrative Regulations for the Executive Management Annual Incentive Compensation Program under the United States Steel Corporation 2010 Annual Incentive Compensation Plan, as amended January 27, 2014.* Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on January 31, 2014, Commission File Number 1-16811. (vv) 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 United States Steel Corporations Form 10-Q filed on April 29, 2015, Commission File Number 1-16811. (ww) Administrative Procedures for the Executive Management Annual Incentive Compensation Program under the United States Steel Corporation 2010 Annual Incentive Compensation Plan, as amended February 22, 2016.* Incorporated by reference to Exhibit 10(ll) to United States Steel Corporations Form 10-K filed on February 29, 2016, Commission File Number 1-16811. (xx) Administrative Procedures for the Executive Management Annual Incentive Compensation Program under the United States Steel Corporation 2010 Annual Incentive Compensation Plan, as amended November 1, 2016.* Incorporated by reference to Exhibit 10.1 to United States Steel Corporations Form 10-Q filed on November 2, 2016, Commission File Number 1-16811. (yy) United States Steel Corporation Supplemental Thrift Program, Amended and Restated Effective July 31, 2013.* Incorporated by reference to Exhibit 10.7 to United States Steel Corporations Form 10-Q filed on October 29, 2013, Commission File Number 1-16811. (zz) United States Steel Corporation Supplemental Thrift Program, Amended and Restated Effective November 1, 2016.* Incorporated by reference to Exhibit 10.3 to United States Steel Corporations Form 10-Q filed on November 2, 2016, Commission File Number 1-16811. (aaa) 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. (bbb) United States Steel Corporation Non Tax-Qualified Retirement Account Program, Amended and Restated Effective November 13, 2013. Incorporated by reference to Exhibit 10(dd) to United States Steel Corporations Form 10-K filed on February 25, 2014, Commission File Number 1-16811. (ccc) United States Steel Corporation Non Tax-Qualified Retirement Account Program, Amended and Restated Effective January 1, 2016.* Incorporated by reference to Exhibit 10.2 to United States Steel Corporations Form 10-Q filed on November 2, 2016, Commission File Number 1-16811. (ddd) 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. (eee) United States Steel Corporation Non Tax-Qualified Pension Plan, Amended and Restated Effective December 31, 2015.* Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on August 21, 2015, Commission File Number 1-16811. (fff) United States Steel Corporation Executive Management Supplemental Pension Program, Amended and Restated Effective December 31, 2015.* Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 8-K filed on August 21, 2015, Commission File Number 1-16811. (ggg) United States Steel Corporation Supplemental Retirement Account Program, Amended and Restated Effective January 1, 2016.* Incorporated by reference to Exhibit 10.1 to United States Steel Corporations Form 10-Q filed on November 4, 2015, 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) 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. (jjj) United States Steel Corporation Change in Control Severance Plan, Amended and Restated 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. (kkk) United States Steel Corporation Executive Severance Plan, Effective December 14, 2021.* Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 8-K filed on December 20, 2021, Commission File Number 1-16811. (lll) United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, Effective April 26, 2016.* Incorporated by reference to Exhibit 10.1 to United States Steel Corporations Form 10-Q filed on April 27, 2016, Commission File Number 1-16811. (mmm) First Amendment to United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, Effective February 28, 2017.* Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q filed on April 26, 2017, Commission File Number 1-16811. (nnn) United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, Amended and Restated Effective 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. (ooo) United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, Amended and Restated Effective April 27, 2021.* Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 10-Q filed on April 30, 2021, Commission File Number 1-16811. (ppp) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement (Retention Grant)* Incorporated by reference to Exhibit 10.1 to United States Steel Corporations Form 10-Q filed on July 27, 2016, Commission File Number 1-16811. (qqq) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement (Annual Grant)* Incorporated by reference to Exhibit 10.2 to United States Steel Corporations Form 10-Q filed on July 27, 2016, Commission File Number 1-16811 (rrr) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan (Stock Option Grant).* Incorporated by reference to Exhibit 10.3 to United States Steel Corporations Form 10-Q filed on July 27, 2016, Commission File Number 1-16811. (sss) 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. (ttt) 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. (uuu) 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. (vvv) 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. (www) 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. (xxx) 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. (yyy) 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. (zzz) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Share Award Grant Agreement (2021 Grants).* Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 10-Q filed on April 30, 2021, Commission File Number 1-16811. (aaaa) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Cash Award Grant Agreement (2021 Grants).* Incorporated by reference to Exhibit 10.5 to UnitedStates Steel Corporations Form 10-Q filed on April 30, 2021, Commission File Number 1-16811. (bbbb) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement (2021 Grants).* Incorporated by reference to Exhibit 10.6 to UnitedStates Steel Corporations Form 10-Q filed on April 30, 2021, Commission File Number 1-16811. (cccc) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Retention Restricted Stock Unit Grant Agreement (2021 Grants).* Incorporated by reference to Exhibit 10.7 to UnitedStates Steel Corporations Form 10-Q filed on April 30, 2021, Commission File Number 1-16811. (dddd) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan TSR Performance Share Award Grant Agreement (2021 Grants).* Incorporated by reference to Exhibit 10.8 to UnitedStates Steel Corporations Form 10-Q filed on April 30, 2021, Commission File Number 1-16811. (eeee) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Share Award Grant Agreement (2021 SVP Performance Awards)* ** Incorporated by reference to Exhibit 10.4 to UnitedStates Steel Corporations Form 10-K filed on February 11, 2022, Commission File Number 1-16811. (ffff) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Share Award Grant Agreement (2021 CEO Performance Award)* ** Incorporated by reference to Exhibit 10.5 to UnitedStates Steel Corporations Form 10-K filed on February 11, 2022, Commission File Number 1-16811. (gggg) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Non-Qualified Stock Option Grant Agreement (2021 CEO PSO)* ** Incorporated by reference to Exhibit 10.6 to UnitedStates Steel Corporations Form 10-K filed on February 11, 2022, Commission File Number 1-16811. (hhhh) Form of United States Steel Corporation 2016 Omnibus Incentive Plan Performance Share Award Grant Agreement (ROCE Grant)* Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 10-Q filed on April 29, 2022, Commission File Number 1-16811. (iiii) Form of United States Steel Corporation 2016 Omnibus Incentive 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 29, 2022, Commission File Number 1-16811. (jjjj) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Share Award Grant Agreement (2023 ROCE Grants).* Incorporated by reference to Exhibit 10.2 to UnitedStates Steel Corporations Form 10-Q filed on April 28, 2023, Commission File Number 1-16811. (kkkk) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Performance Share Award Grant Agreement (2023 TSR Grants).* Incorporated by reference to Exhibit 10.3 to UnitedStates Steel Corporations Form 10-Q filed on April 28, 2023, Commission File Number 1-16811. (llll) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement (2023 Annual Grants).* Incorporated by reference to Exhibit 10.4 to UnitedStates Steel Corporations Form 10-Q filed on April 28, 2023, Commission File Number 1-16811. (mmmm) Form of United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement (2023 Retention Grants).* Incorporated by reference to Exhibit 10.5 to UnitedStates Steel Corporations Form 10-Q filed on April 28, 2023, Commission File Number 1-16811. (nnnn) Administrative Procedures for the Executive Management Annual Compensation Incentive Program under the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, Effective 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. (oooo) Administrative Procedures for the Executive Management Annual Incentive Compensation Plan under the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, Effective 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. (pppp) Administrative Procedures for the Executive Management Annual Incentive Compensation Plan under the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, Effective 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. (qqqq) Administrative Procedures for the Executive Management Annual Incentive Compensation Plan under the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, Effective February 23, 2021.* Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q filed on April 30, 2021, Commission File Number 1-16811. (rrrr) Administrative Procedures for the Executive Management Annual Incentive Compensation Plan under the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, Effective February 28, 2023.* Incorporated by reference to Exhibit 10.6 to UnitedStates Steel Corporations Form 10-Q filed on April 28, 2023, Commission File Number 1-16811. (ssss) United States Steel Corporation Deferred Compensation Program for Non-Employee Directors, a program under the United States Steel Corporation 2016 Omnibus Incentive Plan, 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. (tttt) United States Steel Corporation Deferred Compensation Program for Non-Employee Directors, a program under the United States Steel Corporation 2016 Omnibus Incentive Plan, 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. (uuuu) United States Steel Corporation Deferred Compensation Program for Non-Employee Directors, a program under the United States Steel Corporation 2016 Omnibus Incentive Compensation Plan, Effective January 1, 2022.* Incorporated by reference to Exhibit 10.7 to UnitedStates Steel Corporations Form 10-K filed on February 11, 2022, Commission File Number 1-16811. (vvvv) United States Steel Corporation Non-Employee Director Stock Program of the 2016 Omnibus Incentive Compensation Plan, Effective 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. (wwww) United States Steel Corporation Non-Employee Director Compensation Policy, Effective as of January 1, 2022.* Incorporated by reference to Exhibit 10.8 to UnitedStates Steel Corporations Form 10-K filed on February 11, 2022, Commission File Number 1-16811. (xxxx) United States Steel Corporation Non-Employee Director Compensation Policy, Adopted as of December 14, 2021, Amended as of December 15, 2022.* Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q filed on April 28, 2023, Commission File Number 1-16811. (yyyy) Letter Agreement between Scott D. Buckiso and United States Steel Corporation, dated July 30, 2020.* Incorporated by reference to Exhibit 10.4 to UnitedStates Steel Corporations Form 10-K filed on February 12, 2021, Commission File Number 1-16811. (zzzz) Separation Agreement and Release by and between Kevin P. Bradley and United Stated Steel Corporation, dated 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. (aaaaa) Separation Agreement and Release by and between Douglas R. Matthews and United States Steel Corporation, dated December 24, 2020.* Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-K filed on February 12, 2021, Commission File Number 1-16811. (bbbbb) Form of Offer Letter to Kenneth E. Jaycox Jr., dated September 19, 2020.* Incorporated by reference to Exhibit 10.9 to UnitedStates Steel Corporations Form 10-K filed on February 11, 2022, Commission File Number 1-16811. (ccccc) Special Transition Agreement and Release by and between Christine S. Breves and United States Steel Corporation, dated February 15, 2022. Incorporated by reference to Exhibit 10.1 to UnitedStates Steel Corporations Form 10-Q filed on April 29, 2022, Commission File Number 1-16811. (ddddd) Form of Offer Letter to Jessica T. Graziano, dated June 6, 2022.** Incorporated by reference to Exhibit 10.5 to UnitedStates Steel Corporations Form 10-Q filed on July 29, 2022, Commission File Number 1-16811. 10.1 United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement (Non-Employee Directors Base Retainer) 10.2 United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Restricted Stock Unit Grant Agreement (Non-Employee Directors Chair Retainer) 10.3 United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Deferred Stock Unit Grant Agreement (Non-Employee Directors Base Retainer) 10.4 United States Steel Corporation 2016 Omnibus Incentive Compensation Plan Deferred Stock Unit Grant Agreement (Non-Employee Directors Chair Retainer) 19 United States Steel Corporation Insider Trading Policy, effective February 27, 2023. 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 96.1 Technical Report Summary relating to the Minntac and Keetac iron ore mines, dated February 1, 2024. 97 United States Steel Corporation Executive Officer Recoupment (Clawback) Policy, effective July 25, 2023.