RESULTS OF OPERATIONS
U. S. Steel's results in the three and six months ended June 30, 2021 compared
to the same periods in 2020 benefited from significantly improved business
conditions as certain challenges presented by the COVID-19 pandemic began to
subside. Flat-
                                      -27-
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Rolled results improved due to higher steel demand across most consumer and
manufacturing industries, pushing both spot and contract prices higher. In Mini
Mill, with the acquisition of Big River Steel on January 15, 2021, results were
added for the first time in the first quarter of 2021. USSE results improved due
to stronger performance of the manufacturing and construction sectors and higher
selling prices though continued high levels of imports persist. In Tubular, net
sales increased slightly in the three months ended June 30, 2021 and decreased
in the six months ended June 30, 2021 as disruptions in the oil and gas industry
continue to create significant reductions of drilling activity in the U.S. and
continued high levels of tubular imports persist.

Net sales by segment for the three months and six months ended June 30, 2021 and 2020 are set forth in the following table:


                                          Three Months Ended June 30,                               Six Months Ended June 30,
(Dollars in millions, excluding                                                   %                                                           %
intersegment sales)                          2021              2020             Change                2021                2020             Change

Flat-Rolled Products (Flat-Rolled) $ 2,991 $ 1,497

       100  %       $       5,263          $ 3,471                  52  %
Mini Mill (a)                                  759                -                   n/a               1,209                -                    n/a
U. S. Steel Europe (USSE)                    1,078              403                167  %               1,876              908                 107  %
Tubular Products (Tubular)                     184              182                  1  %                 318              437                 (27) %
   Total sales from reportable
segments                                     5,012            2,082                141  %               8,666            4,816                  80  %
Other                                           13                9                 44  %                  23               23                   -  %
Net sales                                 $  5,025          $ 2,091                140  %       $       8,689          $ 4,839                  80  %

(a) Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big River Steel.





Management's analysis of the percentage change in net sales for U. S. Steel's
reportable business segments for the three months ended June 30, 2021 versus the
three months ended June 30, 2020 is set forth in the following table:
                                                 Steel Products (a)
                                                                                                                            Net
                           Volume              Price               Mix             FX (b)            Other (c)            Change
Flat-Rolled                      26   %                58  %            (1) %              -  %                17  %            100  %
Mini Mill (d)                       n/a                  n/a              n/a               n/a                  n/a               n/a
USSE                             87   %                77  %           (14) %             18  %                (1) %            167  %
Tubular                         (20)  %                14  %             6  %              -  %                 1  %              1  %
(a) Excludes intersegment sales
(b) Foreign currency translation effects
(c) Primarily of sales of raw materials and coke making by-products
(d) Not applicable (n/a), Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big
River Steel.



Net sales for the three months ended June 30, 2021 compared to the same period
in 2020 were $5,025 million and $2,091 million, respectively.
•For the Flat-Rolled segment the increase in sales primarily resulted from
higher average realized prices ($357 per ton) and increased shipments (536
thousand tons) across most products.
•For the USSE segment the increase in sales primarily resulted from higher
average realized prices ($273 per net ton) and increased shipments (557 thousand
tons) across all products.
•For the Tubular segment the increase in sales primarily resulted from higher
average realized prices ($345 per net ton) across all products, partially offset
by decreased shipments (27 thousand tons) predominantly for electric resistance
welded (ERW) products.

                                      -28-
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Management's analysis of the percentage change in net sales for U. S. Steel's
reportable business segments for the six months ended June 30, 2021 versus the
six months ended June 30, 2020 is set forth in the following table:

                                               Steel Products (a)
                           Volume            Price             Mix            FX (b)            Other (c)            Net Change
Flat-Rolled                        8  %            34  %            2  %              -  %                 8  %                 52  %
Mini Mill (d)                       n/a              n/a             n/a               n/a                  n/a                   n/a
USSE                              55  %            45  %           (7) %             15  %                (1) %                107  %
Tubular                          (38) %             6  %            4  %              -  %                 1  %                (27) %
(a) Excludes intersegment sales
(b) Foreign currency translation effects
(c) Primarily of sales of raw materials and coke making by-products
(d) Not applicable (n/a), Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big
River Steel.



Net sales for the six months ended June 30, 2021 compared to the same period in
2020 were $8,689 million and $4,839 million, respectively.
•For the Flat-Rolled segment the increase in sales primarily resulted from
higher average realized prices ($268 per ton) across all products and increased
shipments (359 thousand tons) primarily for cold-rolled and coated sheet
products.
•For the USSE segment the increase in sales primarily resulted from higher
average realized prices ($211 per net ton) across all products and increased
shipments (799 thousand tons) across most products.
•For the Tubular segment the decrease in sales primarily resulted from decreased
shipments (125 thousand tons) across all products, partially offset by higher
average realized prices ($228 per net ton) predominantly for seamless products.

Selling, general and administrative expenses



Selling, general and administrative expenses were $106 million and $208 million
in the three months and six months ended June 30, 2021, respectively, compared
to $62 million and $134 million in the three months and six months ended
June 30, 2020, respectively. The increase in expenses in the three and six
months ended June 30, 2021 versus the same periods in 2020 primarily resulted
from increased profit based payments and the addition of Big River Steel with
the purchase of its remaining equity interest.

Restructuring and other charges
During the three months and six months ended June 30, 2021, the Company recorded
restructuring and other charges of $31 million and $37 million, respectively
compared to $89 million and $130 million in the three months and six months
ended June 30, 2020, respectively. See Note 20 to the Condensed Consolidated
Financial Statements for further details.

Strategic projects and technology investments



We are delivering on our customer-centric and world-competitive, Best of BothSM
strategy, by combining the best of the integrated steelmaking model with the
best of the mini mill steelmaking model. We are reshaping U. S. Steel to be Best
for AllSM by providing customers with profitable steel solutions for all of our
stakeholders. We will continue to expand our capabilities to deliver product and
process innovation to create unmatched value for our customers while enhancing
our earnings profile and delivering long-term cash flow through industry cycles.

On January 15, 2021, the Company completed a significant strategic step with the
acquisition of the remaining equity interest in Big River Steel for
approximately $625 million in cash net of $36 million and $62 million in cash
and restricted cash received, respectively, and the assumption of liabilities of
approximately $50 million. The results of Big River Steel are reflected within
the new Mini Mill segment. The acquisition of Big River Steel increased U. S.
Steel's annual raw steel production capability by 3.3 million net tons to 26.2
million net tons. The Mini Mill segment has two electric arc furnaces (EAFs),
two ladle metallurgical furnace stations (LMFs), a Ruhrstahl Heraeus degasser,
two continuous slab casters, a pickle line tandem cold mill, batch annealing, a
temper mill and a galvanizing line. Big River Steel commenced commercial
production on the second EAF during the fourth quarter of 2020, doubling its raw
steel production capacity. In the second quarter, the Company announced plans to
build a non-grain oriented (NGO) electrical steel line at Big River Steel. The
Company expects this investment to make Big River Steel a leader in NGO electric
steels by delivering product capabilities unmatched in today's market. The
approximately $450 million investment is expected to be funded by cash generated
from Big River Steel's robust profitability and cash flow. The 200,000 ton NGO
electrical steel line is expected to deliver first coil in September 2023 and be
available to meet the growing electric vehicle demand expected in the United
States over the coming years.

In addition to the investments at Big River Steel, the Company will continue to evaluate capability-focused opportunities across the Flat-Rolled segment, including at the Gary Hot Strip Mill.


                                      -29-
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Operating configuration adjustments



The Company also adjusted its operating configuration in response to changing
market conditions including global overcapacity, unfair trade practices and
increases in domestic demand as a result of tariffs on imports by indefinitely
and temporarily idling and then re-starting production at certain of its
facilities. U. S. Steel will continue to adjust its operating configuration in
order to maximize its strategy of combining the Best of Both leading integrated
and mini mill technology.

In December 2019, U. S. Steel announced that it would indefinitely idle a significant portion of Great Lakes Works due to market conditions including continued high levels of imports. The Company began idling the iron and steelmaking facilities in March 2020 and the hot strip mill rolling facility in June 2020. The carrying value of the Great Lakes Works facilities that were indefinitely idled was approximately $310 million as of June 30, 2021.



In December 2019, the Company completed the indefinite idling of its East
Chicago Tin (ECT) operations within its Flat-Rolled segment. ECT was
indefinitely idled primarily due to increased tin import levels in the U.S.
Additionally, U. S. Steel indefinitely idled its finishing facility in Dearborn,
Michigan (which operates an electrolytic galvanizing line), during the fourth
quarter of 2019. The carrying value of these facilities was approximately $15
million as of June 30, 2021.

In 2020, we took actions to adjust our footprint by temporarily idling certain
operations for an indefinite period to better align production with customer
demand and respond to the impacts from the COVID-19 pandemic. The operations
that were initially idled in 2020 and remained idle as of June 30, 2021
included:
•Blast Furnace A at Granite City Works
•Lone Star Tubular Operations
•Lorain Tubular Operations
•Wheeling Machine Products coupling production facility at Hughes Springs, Texas

As of June 30, 2021 the carrying value of the idled fixed assets for facilities noted above was: Granite City Works Blast Furnace A, $60 million; Lone Star Tubular Operations, $5 million; Lorain Tubular Operations, $70 million and Wheeling Machine Product's production facility, immaterial.









































                                      -30-

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Earnings (loss) before interest and income taxes by segment is set forth in the following table:


                                                 Three months ended June               Six months ended June
                                                           30,                 %                30,                %
       (Dollars in millions)                         2021        2020       Change        2021       2020       Change
Flat-Rolled                                      $     579    $  (329)          276  % $    725    $ (364)          299  %
Mini Mill (a)                                          284          -         n/a           416         -              n/a
USSE                                                   207        (26)          896  %      312       (40)          880  %
Tubular                                                  -        (47)          100  %      (29)      (95)           69  %

Total earnings (loss) from reportable


       segments                                      1,070       (402)          366  %    1,424      (499)          385  %
Other                                                   14        (21)      

167 % 22 (20) 210 %

Segment earnings (loss) before interest


       and income taxes                              1,084       (423)          356  %    1,446      (519)          379  %
Items not allocated to segments:
       Big River Steel - inventory step-up
       amortization                                      -          -                       (24)        -
       Big River Steel - unrealized losses              (6)         -                       (15)        -
       Big River Steel - acquisition costs               -          -                        (9)        -
       Restructuring and other charges                 (31)       (89)                      (37)     (130)
       Gain on previously held investment in Big
       River Steel                                       -                                  111
       Asset impairment charge                         (28)         -                       (28)     (263)
       Property sale                                    15          -                        15         -
       Tubular inventory impairment                      -        (24)                        -       (24)
       Gain on previously held investment in UPI         -          -                         -        25
       December 24, 2018 Clairton coke making
       facility fire                             $       -    $     4                  $      -    $    4
Total earnings (loss) before interest and income
taxes                                            $   1,034    $  (532)

294 % $ 1,459 $ (907) 261 % (a) Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big River Steel.

Segment results for Flat-Rolled


                                           Three months ended June 30,      

% Six months ended June 30, %


                                               2021             2020          Change          2021           2020           Change
Earnings (loss) before interest and
taxes ($ millions)                       $         579     $      (329)           276  % $      725     $       (364)           299  %
Gross margin                                        25   %         (10) %          35  %         21   %            -  %          21  %
Raw steel production (mnt)                       2,485           1,468             69  %      5,066            4,616             10  %
Capability utilization                              59   %          35  %          24  %         60   %           54  %           6  %
Steel shipments (mnt)                            2,326           1,790             30  %      4,658            4,299              8  %

Average realized steel price per ton $ 1,078 $ 721

        50  % $      983     $        715             37  %



The increase in Flat-Rolled results for the three months ended June 30, 2021
compared to the same period in 2020 was primarily due to:
•increased average realized prices (approximately $850 million)
•increased shipments (approximately $10 million)
•increased mining sales (approximately $105 million)
•increased coke sales (approximately $30 million),
this change was partially offset by:
•higher raw material costs (approximately $15 million)
•higher other costs, primarily variable compensation partially offset by
favorable equity investee income, (approximately $70 million).

The increase in Flat-Rolled results for the six months ended June 30, 2021 compared to the same period in 2020 was primarily due to: •increased average realized prices (approximately $1,195 million) •increased mining sales (approximately $75 million)


                                      -31-
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•increased coke sales (approximately $30 million),
this change was partially offset by:
•higher raw material costs (approximately $35 million)
•higher energy costs (approximately $15 million)
•higher other costs, primarily variable compensation (approximately $160
million).
Gross margin for the three and six months ended June 30, 2021 compared to the
same period in 2020 increased primarily as a result of higher sales volume and
average realized prices.
Segment results for Mini Mill (a)
                                          Three Months Ended June 30,       

% Six Months Ended June 30, %


                                              2021             2020         Change         2021           2020         Change
Earnings before interest and taxes ($
millions)                               $       284       $         -        n/a      $      416      $        -        n/a
Gross margin                                     45     %           -  %     n/a              41    %          -  %     n/a
Raw steel production (mnt)                      747                 -        n/a           1,257               -        n/a
Capability utilization                           91     %           -  %     n/a              84    %          -  %     n/a
Steel shipments (mnt)                           616                 -        n/a           1,063               -        n/a

Average realized steel price per ton $ 1,207 $ -

n/a $ 1,106 $ - n/a (a) Mini Mill segment added after January 15, 2021 with the purchase of the remaining equity interest in Big River Steel.

Segment results for USSE


                                            Three Months Ended June 30,          %            Six Months Ended June 30,           %
                                               2021             2020           Change           2021             2020           Change
Earnings (loss) before interest and
taxes ($ millions)                       $        207      $        (26)           896  % $        312      $        (40)           880  %
Gross margin                                       22    %            2  %          20  %           20    %            3  %          17  %
Raw steel production (mnt)                      1,279               645             98  %        2,476             1,527             62  %
Capability utilization                            103    %           52  %          51  %          100    %           61  %          39  %
Steel shipments (mnt)                           1,167               610             91  %        2,210             1,411             57  %

Average realized steel price per ($/ton) $ 905 $ 632

         43  % $        831      $        620             34  %

Average realized steel price per (€/ton) € 750 € 575

             30  % €        689      €        563             22  %



The increase in USSE results for the three months ended June 30, 2021 compared
to the same period in 2020 was primarily due to:
•increased average realized prices (approximately $300 million)
•increased shipments, including volume efficiencies (approximately $30 million)
•strengthening of the Euro versus the U.S. dollar (approximately $30 million)
•increased energy efficiencies (approximately $5 million),
these changes were partially offset by:
•higher raw material costs (approximately $120 million)
•increased operating costs (approximately $5 million)
•higher other costs (approximately $10 million).

The increase in USSE results for the six months ended June 30, 2021 compared to
the same period in 2020 was primarily due to:
•increased average realized prices (approximately $400 million)
•increased shipments, including volume efficiencies (approximately $30 million)
•strengthening of the Euro versus the U.S. dollar (approximately $45 million)
•increased energy efficiencies (approximately $15 million),
these changes were partially offset by:
•higher raw material costs (approximately $120 million)
•increased operating costs (approximately $10 million)
•higher other costs (approximately $10 million).
Gross margin for the three and six months ended June 30, 2021 compared to the
same periods in 2020 increased primarily as a result of higher sales volume and
higher average realized prices.
                                      -32-
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Segment results for Tubular
                                           Three Months Ended June 30,           %           Six Months Ended June 30,           %
                                              2021              2020           Change           2021            2020           Change
Loss before interest and taxes ($
millions)                               $           -     $         (47)           100  % $        (29)    $        (95)            69  %
Gross margin                                        7   %           (21) %          28  %           (1)  %          (16) %          15  %
Raw steel production (mnt) (a)                    114                 -         n/a                207                -         n/a
Capability utilization (a)                         51   %             -  %          51  %           46   %            -  %          46  %
Steel shipments (mnt)                             105               132            (20) %          194              319            (39) %

Average realized steel price per ton $ 1,633 $ 1,288

         27  % $      1,513     $      1,285             18  %

(a) Tubular segment raw steel added in October 2020 with the start-up of the new electric arc furnace.





The increase in Tubular results for the three months ended June 30, 2021 as
compared to the same period in 2020 occurred despite continued high levels of
imports and was primarily due to:
•increased average realized prices (approximately $35 million)
•lower other costs, primarily idled plant carrying costs, (approximately $20
million),
these changes were partially offset by:
•higher raw material costs (approximately $5 million)
•higher energy costs (approximately $5 million).

The increase in Tubular results for the six months ended June 30, 2021 as
compared to the same period in 2020 occurred despite continued high levels of
imports and was primarily due to:
•increased average realized prices (approximately $35 million)
•lower operating costs (approximately $10 million)
•lower other costs, primarily idled plant carrying costs, (approximately $40
million),
these changes were partially offset by:
•decreased shipments (approximately $5 million)
•higher raw material costs (approximately $10 million)
•higher energy costs (approximately $5 million).
Gross margin for the three and six months ended June 30, 2021 compared to the
same periods in 2020 increased primarily as a result of higher average realized
prices and positive cost improvements from the new EAF and plant idlings,
partially offset by increased raw material costs.

Items not allocated to segments



•We recorded Big River Steel - inventory step-up amortization charge of
$24 million in the six months ended June 30, 2021. See Note 5 to the Condensed
Consolidated Financial Statements for further details.
•We recorded Big River Steel - unrealized losses of $6 million and $15 million
in the three months and six months ended June 30, 2021, respectively for the
post-acquisition mark-to-market impacts of hedging instruments acquired with the
purchase of the remaining equity interest in Big River Steel. See Note 14 to the
Condensed Consolidated Financial Statements for further details.
•We recorded Big River Steel - acquisition costs of $9 million in the six months
ended June 30, 2021. See Note 5 to the Condensed Consolidated Financial
Statements for further details.
•We recorded restructuring and other charges of $31 million and $37 million in
the three months and six months ended June 30, 2021, respectively. See Note 20
to the Condensed Consolidated Financial Statements for further details.
•We recorded a gain on previously held equity investment in Big River Steel of
$111 million in the six months ended June 30, 2021. See Note 5 to the Condensed
Consolidated Financial Statements for further details.
•We recorded an impairment of $28 million for the Mon Valley Works endless
casting and rolling project. See Note 1 to the Condensed Consolidated Financial
Statement for further details.
•We recorded a property sale gain of $15 million on the sale of a non-core real
estate asset.





                                      -33-

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Net interest and other financial costs


                                               Three Months Ended June 30,        %              Six Months Ended June 30,        %
(Dollars in millions)                                2021           2020       Change                 2021          2020       Change
Interest expense                              $            84    $    64           (31) %       $         176    $   114           (54) %
Interest income                                            (1)        (1)            -  %                  (2)        (5)          (60) %
Loss on debt extinguishment                                 1          -          (100) %                 256          -          (100) %
Other financial costs                                       4          7            43  %                  22          4          (450) %
Net periodic benefit income                               (29)        (8)          263  %                 (60)       (16)          275  %
Total net interest and other financial costs  $            59    $    62

5 % $ 392 $ 97 (304) %

Net interest and other financial costs decreased in the three months ended June 30, 2021 as compared to the same period last year from an increase in net periodic benefit income (as discussed further below), partially offset by increased interest expense.

Net interest and other financial costs increased in the six months ended June 30, 2021 as compared to the same period last year from increased interest expense, debt retirement costs and higher other financial costs, partially offset by an increase in net periodic benefit income (as discussed below).



The net periodic benefit income components of pension and other benefit costs
are reflected in the table above, and increased in the three months and six
months ended June 30, 2021 as compared to the same periods last year primarily
due to better than expected asset performance and lower amortization of prior
service costs.
Income taxes
The income tax benefit was $(37) million and $(36) million in the three and six
months ended June 30, 2021, respectively compared to $(5) million and $(24)
million in the three and six months ended June 30, 2020, respectively.

At June 30, 2021, U. S. Steel determined, based upon weighing all positive and
negative evidence, that a full valuation allowance for the domestic deferred tax
assets was no longer required. Accordingly, we reversed all of the domestic
valuation allowance except for a portion of the domestic valuation allowance
related to certain state net operating losses and state tax credits, which
resulted in a $262 million non-cash net benefit to earnings. That determination
was based, in part, on U. S. Steel's cumulative income from the past three years
and projections of income in future years. The release of the valuation
allowance contains discrete and current year impacts that are recorded in the
income tax benefit and will be remeasured in upcoming 2021 periods.

The tax benefit for the six months ended June 30, 2020 includes a $14 million
benefit related to recording a loss from continuing operations and income from
other comprehensive income categories.

Net earnings attributable to United States Steel Corporation were $1,012 million
and $1,103 million in the three and six months ended June 30, 2021,
respectively, compared to a net loss of $(589) million and $(980) million in the
three and six months ended June 30, 2020, respectively. The changes primarily
reflect the factors discussed above.
                                      -34-
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LIQUIDITY AND CAPITAL RESOURCES



Net cash provided by operating activities was $1,103 million for the six months
ended June 30, 2021 compared to net cash used by operating activities of $362
million in the same period last year. The increase in cash from operations is
primarily due to stronger financial results, partially offset by changes in
working capital period over period. Changes in working capital can vary
significantly depending on factors such as the timing of inventory production
and purchases, which is affected by the length of our business cycles as well as
our captive raw materials position, customer payments of accounts receivable and
payments to vendors in the regular course of business.

Our cash conversion cycle for the second quarter of 2021 improved by ten days as compared to the fourth quarter of 2020 as shown below: Cash Conversion Cycle

                                         2021                                           2020
                                                   $ millions             Days                    $ millions             Days
Accounts receivable, net (a)                         $2,010                33                        $994                 38

+ Inventories (b)                                    $1,914                45                       $1,402                54

- Accounts Payable and Other Accrued
Liabilities (c)                                      $2,684                64                       $1,861                68

= Cash Conversion Cycle (d)                                                14                                             24


(a) Calculated as Average Accounts Receivable, net divided by total Net Sales
multiplied by the number of days in the period.
(b) Calculated as Average Inventory divided by total Cost of Sales multiplied by
the number of days in the period.
(c) Calculated as Average Accounts Payable and Other Accrued Liabilities less
bank checks outstanding and other current liabilities divided by total Cost of
Sales multiplied by the number of days in the period.
(d) Calculated as Accounts Receivable Days plus Inventory Days less Accounts
Payable Days.

The cash conversion cycle is a non-generally accepted accounting principles
(non-GAAP) financial measure. We believe the cash conversion cycle is a useful
measure in providing investors with information regarding our cash management
performance and is a widely accepted measure of working capital management
efficiency. The cash conversion cycle should not be considered in isolation or
as an alternative to other GAAP metrics as an indicator of performance.

The last-in, first-out (LIFO) inventory method is the predominant method of
inventory costing in the United States. Based on the Company's latest internal
forecasts and its inventory requirements, management does not believe there will
be significant permanent LIFO liquidations that would impact earnings for the
remainder of 2021.

Capital expenditures for the six months ended June 30, 2021, were $284 million,
compared with $455 million in the same period in 2020. Flat-Rolled capital
expenditures were $167 million and included spending for Mon Valley Works
Endless Casting and Rolling, Gary Hot Strip Mill upgrades, Mining Equipment and
various other infrastructure, environmental, and strategic projects. Mini Mill
capital expenditures were $56 million and primarily included spending for Phase
II expansion. USSE capital expenditures of $26 million consisted of spending for
Degasser improvements, Dynamo Line and various other infrastructure, and
environmental projects. Tubular capital expenditures were $34 million and
included spending for the Fairfield Electric Arc Furnace (EAF) project and
various other infrastructure, and environmental projects.
U. S. Steel's contractual commitments to acquire property, plant and equipment
at June 30, 2021, totaled $573 million.

Net cash used by financing activities was $855 million for the six months ended
June 30, 2021 compared to net cash provided of $2,306 million in the same period
last year. The decrease was primarily due to the repayment of debt, partially
offset by the issuance of common stock.
The following table summarizes U. S. Steel's liquidity as of June 30, 2021:

(Dollars in millions)


   Cash and cash equivalents                                             $ 

1,329


   Amount available under Credit Facility Agreement                        

1,918

Amount available under Big River Steel - Revolving Line of Credit

350


   Amount available under USSK credit facilities                             579
   Total estimated liquidity                                             $ 4,176



                                      -35-

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In the first half of 2021, we issued 48,300,000 shares of common stock for net
proceeds of approximately $790 million and issued $750 million in aggregate
principal amount of 6.875% Senior Notes due 2029 (2029 Senior Notes) for net
proceeds of $739 million after transaction costs. With the common stock and 2029
Senior Notes issuance proceeds and cash on hand we fully redeemed our 12.000%
Senior Secured Notes due 2025 in the aggregate principal amount of $1.056
billion plus premiums of $181 million, repaid in full our Export-Import Credit
Agreement in the amount of $180 million and reduced the borrowing under our
Credit Facility Agreement and USSK Facility Agreement by $500 million and $368
million, respectively. See Note 15 to the Condensed Consolidated Financial
Statements for further details.

On June 17, 2021, U. S. Steel issued an irrevocable notice of redemption to
redeem the entirety of its approximately $718 million aggregate principal amount
of outstanding 6.875% Senior Notes due 2025 (2025 Senior Notes). The Company
expects the total payment to the holders including the redemption premium to be
approximately $730 million (reflecting a redemption price of 101.719% of the
aggregate principal amount), plus accrued and unpaid interest to, but excluding,
the redemption date of August 15, 2021. The 2025 Senior Notes will be redeemed
with cash on hand. The 2025 Senior Notes are reflected in short-term debt and
current maturities of long-term debt on the Condensed Consolidated Balance Sheet
as of June 30, 2021.

With the acquisition of Big River Steel on January 15, 2021 we assumed
additional indebtedness. Below is a summary of the most significant debt
acquired as of June 30, 2021. See Note 15 to the Condensed Consolidated
Financial Statements for further details.
•6.625% Senior Secured Notes in the aggregate principal amount of $900 million
that mature in January 2029;
•4.50% Arkansas Development Finance Authority Bonds in the aggregate principal
amount of $487 million that have a final maturity in September 2049;
•4.75% Arkansas Development Finance Authority Bonds Tax Exempt Series 2020
(Green Bonds) in the aggregate principal amount of $265 million that have a
final maturity in September 2049;
•Arkansas Teacher Retirement System Notes Payable in the amount of $106 million
that mature in 2023.

As of June 30, 2021, $107 million of the total cash and cash equivalents was
held by foreign subsidiaries. Substantially all of the liquidity attributable to
our foreign subsidiaries can be accessed without the imposition of income taxes
as a result of the election effective December 31, 2013 to liquidate for U.S.
income tax purposes a foreign subsidiary that holds most of our international
operations.

On April 12, 2021, United States Steel Corporation entered into a Notice and
Acknowledgement with the Export Credit Agreement (ECA) lender, facility agent
and ECA agent, KFW IPEX-BANK GMBH to acknowledge that the previously announced
endless casting and rolling project at Mon Valley Works would no longer be
pursued and the associated equipment for the project is now being evaluated for
other uses. Use of the Export-Credit Agreement for further equipment purchases
is also being evaluated. As of June 30, 2021, $136 million was owed on the ECA.

Certain of our credit facilities, including the Credit Facility Agreement, the
Big River Steel ABL Facility, the USSK Credit Agreement and the Export Credit
Agreement, contain standard terms and conditions including customary material
adverse change clauses. If a material adverse change was to occur, our ability
to fund future operating and capital requirements could be negatively impacted.

We may from time to time seek to retire or repurchase our outstanding long-term
debt through open market purchases, privately negotiated transactions, exchange
transactions, redemptions or otherwise. Such purchases or exchanges, if any,
will depend on prevailing market conditions, our liquidity requirements, and
other factors and may be commenced or suspended at any time. The amounts
involved may be material. See Note 15 to the Condensed Consolidated Financial
Statements for further details regarding U. S. Steel's debt.

We use surety bonds, trusts and letters of credit to provide financial assurance
for certain transactions and business activities. The use of some forms of
financial assurance and cash collateral have a negative impact on liquidity.
U. S. Steel has committed $215 million of liquidity sources for financial
assurance purposes as of June 30, 2021. Increases in certain of these
commitments which use collateral are reflected within cash, cash equivalents and
restricted cash on the Condensed Consolidated Statement of Cash Flows.

In October 2020, the Company entered into a supply chain finance agreement with
a third-party administrator with an initial term of one year which is guaranteed
by the Export Import Bank of the United States (Ex-Im Guarantee). See our Annual
Report on Form 10-K for the year-ended December 31, 2020 for further details. As
of June 30, 2021, accounts payable and accrued expenses included $75 million of
outstanding payment obligations which suppliers elected to sell to participating
financial institutions. Access to supply chain financing could be curtailed in
the future if the terms of the Ex-Im Guarantee are modified or if our credit
ratings are downgraded. If access to supply chain financing is curtailed,
working capital could be negatively impacted which may necessitate additional
borrowing.

We finished the second quarter of 2021 with $1,329 million of cash and cash
equivalents and $4,176 million of total liquidity. Available cash is left on
deposit with financial institutions or invested in highly liquid securities with
parties we believe to be creditworthy. U. S. Steel management believes that our
liquidity will be adequate to fund our requirements based on our current
assumptions with respect to our results of operations and financial condition.
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We expect that our estimated liquidity requirements will consist primarily of
the remaining portion of our 2021 planned strategic and sustaining capital
expenditures, additional debt repayment, working capital requirements, interest
expense, and operating costs and employee benefits for our operations after
taking into account recent footprint actions and cost reductions at our plants
and headquarters. Our available liquidity at June 30, 2021 consists principally
of our cash and cash equivalents and available borrowings under the Credit
Facility Agreement, Big River Steel ABL Facility and the USSK Credit Facilities.
Management continues to evaluate market conditions in our industry and our
global liquidity position, and may consider additional actions to further
strengthen our balance sheet and optimize liquidity, including but not limited
to, repayment or refinancing of outstanding debt, the incurrence of additional
debt or the issuance of additional debt or equity securities, drawing on
available capacity under the Credit Facility Agreement, Big River Steel ABL
Facility and/or the USSK Credit Facilities, or reducing outstanding borrowings
under those facilities from time to time if deemed appropriate by management.
Environmental Matters, Litigation and Contingencies
Some of U. S. Steel's facilities were in operation before 1900. Although the
Company believes that its environmental practices have either led the industry
or at least been consistent with prevailing industry practices, hazardous
materials have been and may continue to be released at current or former
operating sites or delivered to sites operated by third parties.

Our U.S. facilities are subject to environmental laws applicable in the U.S.,
including the Clean Air Act (CAA), the Clean Water Act (CWA), the Resource
Conservation and Recovery Act (RCRA) and the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA), as well as state and local
laws and regulations.

U. S. Steel has incurred and will continue to incur substantial capital, operating, and maintenance and remediation expenditures as a result of environmental laws and regulations, related to release of hazardous materials, which in recent years have been mainly for process changes to meet CAA obligations and similar obligations in Europe.



EU Environmental Requirements and Slovak Operations
Phase IV of the EU Emissions Trading System (EU ETS) commenced on January 1,
2021 and will finish on December 31, 2030. The European Commission issued final
approval of the Slovak National Allocation table in July 2021. The Slovak
Ministry of Environment's decision on USSE's free allocation for the first five
years of the Phase IV period is expected by the end of September 2021. In the
fourth quarter of 2020 USSE started purchasing EUA for the Phase IV period. As
of June 31, 2021, we have pre-purchased approximately 2.0 million EUA totaling
€67 million (approximately $79 million).

The EU's Industrial Emissions Directive requires implementation of EU determined
best available techniques (BAT) for Iron and Steel production, to reduce
environmental impacts as well as compliance with BAT associated emission levels.
Total capital expenditures for projects to comply with or go beyond BAT
requirements were €138 million (approximately $164 million) over the actual
program period. These costs were partially offset by the EU funding received and
may be mitigated over the next measurement periods if USSK complies with certain
financial covenants, which are assessed annually. USSK complied with these
covenants as of June 30, 2021. If we are unable to meet these covenants in the
future, USSK might be required to provide additional collateral (e.g. bank
guarantee) to secure 50 percent of the EU funding received.

For further discussion of laws applicable in Slovakia and the EU and their impact on USSE, see Note 21 to the Condensed Consolidated Financial Statements, "Contingencies and Commitments - Environmental Matters, EU Environmental Requirements."

New and Emerging Environmental Regulations

United States and European Greenhouse Gas Emissions Regulations



Future compliance with CO2 emission requirements may include substantial costs
for emission allowances, restriction of production and higher prices for coking
coal, natural gas and electricity generated by carbon-based systems. Because we
cannot predict what requirements ultimately will be imposed in the U.S. and
Europe, it is difficult to estimate the likely impact on U. S. Steel, but it
could be substantial. On March 28, 2017, President Trump signed Executive Order
13783 instructing the United States Environmental Protection Agency (U.S. EPA)
to review the Clean Power Plan (CPP). As a result, in June 2019, the U.S. EPA
published a final rule, the "Affordable Clean Energy (ACE) Rule" that replaced
the CPP. Twenty-three states, the District of Columbia, and seven municipalities
are challenging the CPP repeal and ACE rule in the U.S. Court of Appeals for the
D.C. Circuit. A coalition of 21 states has intervened in the litigation in
support of the U.S. EPA. Various other public interest organizations, industry
groups, and Members of Congress are also participating in the litigation. On
January 19, 2021, the District of Columbia Circuit vacated and remanded the ACE
to the U.S. EPA, while the CPP remains stayed. It is unclear as to how the new
Biden administration will proceed with the remand. Any impacts to our operations
as a result of any future greenhouse gas regulations are not estimable at this
time since the matter is unsettled. In any case, to the extent expenditures
associated with any greenhouse gas regulation, as with all costs, are not
ultimately reflected in the prices of U. S. Steel's products and services,
operating results will be reduced.

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The Phase IV EU ETS period spans 2021-2030 and began on January 1, 2021.The
Phase IV period is divided into two sub periods (2021-2025 and 2026-2030), rules
are still being finalized and may differ between the periods. Currently, the
overall EU target is a 40 percent reduction of 1990 emissions by 2030. Free
allocation of CO2 allowances is based on reduced benchmark values which have
been published in the first quarter of 2021 and historical levels of production
from 2014-2018. Allocations to individual installations may be adjusted annually
to reflect relevant increases and decreases in production. The threshold for
adjustments is set at 15 percent and will be assessed on the basis of a rolling
average of two precedent years. Production data verified by an external auditor
shows that USSE missed the 15 percent threshold in 2019-20; therefore, the free
allocation for 2021 will be decreased. Additionally, lower production in 2019
and 2020 will have an impact on the future free allocation for 2026-2030, where
the historical production average for years 2019-2023 will be assessed.

In order to achieve the EU political goal of carbon emissions neutrality by
2050, on July 14, 2021, the European Commission released a package of
legislative proposals called Fit for 55. The proposals contain significant
changes to current EU ETS functions and requirements, including: a new carbon
border adjustment mechanism (CBAM) to impose carbon fees on EU imports, further
reduction of free CO2 allowance allocation to heavy industry and measures to
strengthen the supply of carbon allowances. The proposals are subject to the EU
legislative process and we cannot predict their future impact.

United States - Air



The CAA imposes stringent limits on air emissions with a federally mandated
operating permit program and civil and criminal enforcement sanctions. The CAA
requires, among other things, the regulation of hazardous air pollutants through
the development and promulgation of National Emission Standards for Hazardous
Air Pollutants (NESHAP) and Maximum Achievable Control Technology (MACT)
Standards. The U.S. EPA has developed various industry-specific MACT standards
pursuant to this requirement. The CAA requires the U.S. EPA to promulgate
regulations establishing emission standards for each category of Hazardous Air
Pollutants. The U.S. EPA also must conduct risk assessments on each source
category that is already subject to MACT standards and determine if additional
standards are needed to reduce residual risks.

While our operations are subject to several different categories of NESHAP and
MACT standards, the principal impact of these standards on U. S. Steel's
operations includes those that are specific to coke making, iron making, steel
making and iron ore processing.

On July 13, 2020, the U.S. EPA published a Residual Risk and Technology Review
(RTR) rule for the Integrated Iron and Steel MACT category in the Federal
Register. Based on the results of the U.S. EPA's risk review, the agency
determined that risks due to emissions of air toxics from the Integrated Iron
and Steel category are acceptable and that the current regulations provided an
ample margin of safety to protect public health. Under the technology review,
the U.S. EPA determined that there are no developments in practices, processes
or control technologies that necessitate revision of the standards. In September
2020, several petitions for review of the rule, including those filed by the
Company, the American Iron and Steel Institute (AISI), Clean Air Council and
others, were filed with the United States Court of Appeals for the District of
Columbia Circuit. The cases were consolidated and are being held in abeyance
until the U.S. EPA reviews and responds to administrative petitions for review.
For the Taconite Iron Ore Processing category, based on the results of the U.S.
EPA's risk review, the agency promulgated a final rule on July 28, 2020, in
which the U.S. EPA determined that risks from emissions of air toxics from this
source category are acceptable and that the existing standards provide an ample
margin of safety. Furthermore, under the technology review, the agency
identified no cost-effective developments in controls, practices, or processes
to achieve further emissions reductions. Based upon our analysis of the proposed
taconite rule, the Company does not expect any material impact as a result of
the rule. However, petitions for review of the rule were filed in the United
States Court of Appeals for the District of Columbia Circuit, in which the
Company and AISI intervened. Because the U.S. EPA has not completed its review
of the Coke MACT regulations, any impacts related to the U.S. EPA's review of
the coke standards cannot be estimated at this time.

On March 12, 2018, the New York State Department of Environmental Conservation
(DEC), along with other petitioners, submitted a CAA Section 126(b) petition to
the U.S. EPA. In the petition, the DEC asserts that stationary sources from the
following nine states are interfering with attainment or maintenance of the 2008
and 2015 ozone National Ambient Air Quality Standards (NAAQS) in New York:
Illinois, Indiana, Kentucky, Maryland, Michigan, Ohio, Pennsylvania, Virginia,
and West Virginia. DEC is requesting the U.S. EPA to require sources of nitrogen
oxides in the nine states to reduce such emissions. In a final rule promulgated
in the October 18, 2019, Federal Register, the U.S. EPA denied the petition. On
October 29, 2019, New York, New Jersey, and the City of New York petitioned the
United States Court of Appeals for the District of Columbia Circuit for review
of the U.S. EPA's denial of the petition. In July 2020, the Court vacated the
U.S. EPA's determination and remanded it back to the U.S. EPA to reconsider the
126(b) petition in a manner consistent with the Court's opinion. At this time,
since the U.S. EPA's decision after its reconsideration is unknown, the impacts
of any reconsideration are indeterminable and inestimable.

The CAA also requires the U.S. EPA to develop and implement NAAQS for criteria
pollutants, which include, among others, particulate matter (PM) - consisting of
PM10 and PM2.5, lead, carbon monoxide, nitrogen dioxide, sulfur dioxide (SO2),
and ozone.

In October 2015, the U.S. EPA lowered the NAAQS for ozone from 75 parts per
billion (ppb) to 70 ppb. On November 6, 2017, the U.S. EPA designated most areas
in which we operate as attainment with the 2015 standard. In a separate ruling,
on June 4, 2018, the U.S. EPA designated other areas in which we operate as
"marginal nonattainment" with the 2015 ozone standard. On December 6, 2018, the
U.S. EPA published a final rule regarding implementation of the 2015 ozone
standard. Because no state regulatory or permitting actions to bring the ozone
nonattainment areas into attainment have yet to be proposed or developed for
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U. S. Steel facilities, the operational and financial impact of the ozone NAAQS
cannot be reasonably estimated at this time. On December 31, 2020, the U.S. EPA
published a final rule pursuant to its statutorily required review of NAAQS that
retains the ozone NAAQS at 70 ppb. In January 2021, New York, along with several
states and non-governmental organizations filed petitions for judicial review of
the action with the United States Court of Appeals for the District of Columbia
Circuit. Several other states and industry trade groups intervened in support of
the U. S. EPA's action. The case remains before the Court.

On December 14, 2012, the U.S. EPA lowered the annual standard for PM2.5 from 15
micrograms per cubic meter (ug/m3) to 12 ug/m3, and retained the PM2.5 24-hour
and PM10 NAAQS rules. In December 2014, the U.S. EPA designated some areas in
which U. S. Steel operates as nonattainment with the 2012 annual PM2.5 standard.
On April 6, 2018, the U.S. EPA published a notice that Pennsylvania, California
and Idaho failed to submit a SIP to demonstrate attainment with the 2012 fine
particulate standard by the deadline established by the CAA. As a result of the
notice, Pennsylvania, a state in which we operate, was required to submit a
State Implementation Plan (SIP) to the U.S. EPA no later than November 7, 2019
to avoid sanctions. On April 29, 2019, the ACHD published a draft SIP for the
Allegheny County nonattainment area which demonstrates that all of Allegheny
County will meet its reasonable further progress requirements and be in
attainment with the 2012 PM2.5 annual and 24-hour NAAQS by December 31, 2021
with the existing controls that are in place. On September 12, 2019, the
Allegheny County Board of Health unanimously approved the draft SIP. The draft
SIP was then sent to the Pennsylvania Department of Environmental Protection
(PADEP). PADEP submitted the SIP to the U.S. EPA for approval on November 1,
2019. To date, the U.S. EPA has not taken action on PADEP's submittal. On
December 18, 2020, the U.S. EPA published a final rule pursuant to its
statutorily required review of NAAQS that retains the existing PM2.5 standards
without revision. In early 2021, several states and non-governmental
organizations filed petitions for judicial review of the action with the United
States Court of Appeals for the District of Columbia Circuit. Several industry
trade groups intervened in support of the U.S. EPA's action. The case remains
before the Court.

On January 26, 2021, ACHD announced that for the first time in history all eight
air quality monitors in Allegheny County met the federal air quality standards
including particulate matter (PM2.5 and PM10).

On November 20, 2020, ACHD proposed a reduction to the current allowable
emissions from coke plant operations, including the hydrogen sulfide content of
coke oven gas, that would be more stringent than the Federal Best Available
Control Technology and Lowest Achievable Emission Rate requirements. In various
meetings with ACHD, U. S. Steel has raised significant objections, in
particular, that ACHD has not demonstrated that continuous compliance with the
draft rule is economically and technologically feasible. While U. S. Steel
continues to meet with ACHD regarding the draft rule, U. S. Steel believes that
any rule promulgated by ACHD must comply with its statutory authority. If the
draft rule or similar rule is adopted, the financial and operational impacts to
U. S. Steel could be material. To assist in developing rules objectively and
with adequate technical justification, the June 27, 2019, Settlement Agreement,
establishes procedures that would be used when developing a new rule. Because U.
S. Steel believes ACHD did not follow the procedures prescribed in the June 27,
2019 Settlement Agreement (Agreement) with ACHD, U. S. Steel has invoked dispute
resolution per the terms of the Agreement regarding ACHD's proposed coke rule.
U. S. Steel and ACHD are currently negotiating resolution of the disputes.

For further discussion of relevant environmental matters, including
environmental remediation obligations, see "Item 1. Legal Proceedings -
Environmental Proceedings."
OFF-BALANCE SHEET ARRANGEMENTS
U. S. Steel did not enter into any new material off-balance sheet arrangements
during the second quarter of 2021.

INTERNATIONAL TRADE
U. S. Steel continues to face import competition, much of which is unfairly
traded, supported by foreign governments, and fueled by massive global steel
overcapacity, currently estimated to be over 625 million metric tons per
year-more than seven times the entire U.S. steel market and more than thirty
times total U.S. steel imports. These imports, as well as the underlying
policies/practices and overcapacity, impact the Company's operational and
financial performance. U. S. Steel continues to lead efforts to address these
challenges that threaten the Company, our workers, our stockholders, and our
country's national and economic security.

As of the date of this filing, pursuant to a series of Presidential
Proclamations issued in accordance with Section 232 of the Trade Expansion Act
of 1962, U.S. imports of certain steel products are subject to a 25 percent
tariff, except for imports from: (1) Argentina, Brazil, and South Korea, which
are subject to restrictive quotas; (2) Canada and Mexico, which are not subject
to either tariffs or quotas but tariffs could be re-imposed on surging product
groups after consultations; and (3) Australia, which is not subject to tariffs,
quotas, or an anti-surge mechanism.

The U.S. Department of Commerce (DOC) is managing a process in which U.S.
companies may request and/or oppose one-year temporary product exclusions from
the Section 232 tariffs and quotas. Over 276,000 temporary exclusions have been
requested for steel products.

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Multiple legal challenges to the Section 232 action continue before the U.S.
Court of International Trade (CIT) and U.S. Court of Appeals for the Federal
Circuit (CAFC). U.S. courts have consistently rejected constitutional and
statutory challenges to the initial steel Section 232 action and overall product
exclusion process. Multiple countries have challenged the Section 232 action at
the World Trade Organization (WTO), imposed retaliatory tariffs, and/or acted to
safeguard their domestic steel industries from increased steel imports. In turn,
the United States has challenged the retaliation at the WTO.

In May 2021, the United States and the EU agreed to begin discussions to address
global steel overcapacity and the Section 232 action. The EU suspended the
doubling of Section 232 retaliation scheduled for June 2021 for six months until
December 2021. In June 2021, the United States and the EU issued a joint
statement committing to complete discussions on a wide range of trade issues
including overcapacity and the Section 232 action and retaliation by the end of
2021.

Since its implementation in March 2018, the Section 232 action has supported the
U.S. steel industry's and U. S. Steel's investments in advanced steel production
capabilities, technology, and skills, thereby strengthening U.S. national and
economic security. The Company continues to actively defend the Section 232
action.

In February 2019, the European Commission (EC) imposed a definitive tariff rate
quota safeguard of 25 percent tariffs on certain steel imports that exceed
established quotas. In June 2021, the EC voted to extend the safeguard for an
additional three years, until June 2024.

Antidumping duties (AD) and countervailing duties (CVD or anti-subsidy duties)
are applied to certain steel product imports in addition to Section 232 measures
in the United States or the steel safeguard in the EU, and AD/CVD orders will
continue beyond the Section 232 action and the EC's safeguard. U. S. Steel
continues to actively defend and maintain the 55 U.S. AD/CVD orders and 12 EU
AD/CVD orders covering products that can be manufactured by U. S. Steel in
multiple proceedings before the DOC, U.S. International Trade Commission, CIT,
CAFC, EC, European courts, and the WTO.

In June 2021, the DOC made a final affirmative determination that
corrosion-resistant steel (CORE) from Malaysia made from Chinese and Taiwanese
substrate circumvent the AD/CVD orders on CORE from China and Taiwan, resulting
in AD/CVD between 4 and 248 percent on such imports. In the EU, in April 2021,
the EC announced definitive 4.7 to 7.3 percent AD duties on EU imports of
hot-rolled steel from Turkey, effective July 2021. In June 2021, the EC
initiated new AD investigations of EU imports of hot-dipped galvanized steel
from Turkey and Russia.

Additional tariffs of 7.5 to 25 percent continue to apply to certain U.S. imports from China, including certain raw materials used in steel production, semi-finished and finished steel products, and downstream steel products, pursuant to Section 301 of the Trade Act of 1974.

U. S. Steel will continue to execute a broad, global strategy to maximize opportunities and navigate challenges presented by imports, global steel overcapacity, and international trade law and policy developments.

NEW ACCOUNTING STANDARDS See Notes 2 and 3 to the Condensed Consolidated Financial Statements in Part I

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