U. S. Steel Announces Strategic Actions To Strengthen Company And Updates Third Quarter Outlook

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Sep 16, 2014, 06:02 ET

PITTSBURGH, Sept. 16, 2014 /PRNewswire/ -- United States Steel Corporation (NYSE: X) today announced three key strategic actions that support its transformation:

the decision by U. S. Steel to not proceed with an expansion at its iron ore pellet operations in Keewatin, Minn.;
the decision by U. S. Steel to forgo further development and construction of the carbon alloy facilities at Gary Works in Gary, Ind.; and
the unanimous decision by the board of directors of its Canadian subsidiary, U. S. Steel Canada Inc., to apply for relief for U. S. Steel Canada, Inc. from its creditors pursuant to Canada's Companies' Creditors Arrangement Act (CCAA).

Keetac expansion and Gary Works Carbon Alloy Module Construction
U. S. Steel has decided not to pursue an expansion of its iron ore pellet operations at Keetac in Keewatin, Minn. The expansion would have increased the facility's production by 3.6 million tons annually to a total of 9.6 million tons, and included upgrading and restarting an idled pelletizing line, as well as upgrading the mining, concentrating and agglomerating processes at Keetac. The permits required for this expansion expire this month and will not be renewed.

U. S. Steel has also decided not to proceed with additional investments into the carbon alloy facilities at Gary Works. This project, which began in 2011, contemplated the construction of two modules to provide a carbon alloy material used to replace traditionally manufactured coke, to the Gary Works blast furnaces. One module, C module, has been built and will be permanently idled while a second, D module, will not be constructed.

The estimated capital investment that would have been required to complete these projects was in excess of $800 million. We estimate that these two strategic actions will result in a non-cash, pre-tax charge of approximately $250 million in the third quarter, which includes approximately $40 million for Keetac and approximately $210 million for Gary Works.

In making these decisions, U. S. Steel considered its future raw materials needs for iron ore and coke, and found its current production capability sufficient. The previously announced examination of alternative iron and steelmaking technologies such as gas-based, direct-reduced iron (DRI) and electric arc furnace (EAF) steelmaking are not affected by these decisions. The company is seeking permits for the possible construction of an EAF at our Fairfield Works in Alabama.

Commenting on the actions relative to the Keetac expansion and Gary Works carbon alloy facilities, U. S. Steel President and CEO Mario Longhi said, "The decisions to stop further efforts relative to these investments represent another step in our transformation to earn the right to grow. These strategic decisions allow us to redirect funding to projects to further develop Advanced High Strength Steels for our automotive customers, premium connections for our energy market customers, and capital expenditures to update and modernize our operations."

U. S. Steel Canada Companies' Creditors Arrangement Act (CCAA) filing
U. S. Steel Canada has recorded a loss from operations in each of the last five years, with an aggregate operating loss of approximately $2.4 billion, or in excess of $16.00 per diluted share, since December 2009. Additionally, U. S. Steel Canada represents approximately $1 billion of U. S. Steel's consolidated Employee Benefits liability as of June 30, 2014. As a result of the CCAA filing, U. S. Steel has determined that U. S. Steel Canada and its subsidiaries will be deconsolidated from U. S. Steel's financial statements on a prospective basis effective as of the date of the CCAA filing. The deconsolidation of U. S. Steel Canada's operating results would have increased net income on a pro forma basis for the six months ended June 30, 2014 by $26 million, or $0.16 per diluted share. U. S. Steel has agreed to provide U. S. Steel Canada with CA$185 million (approximately $165 million) of secured debtor-in-possession financing (DIP Financing) to support current operations through the end of 2015 and allow U. S. Steel Canada to continue operating and serving its customers.

"A planned restructuring will allow U. S. Steel Canada to operate and compete more effectively. We know this was not an easy decision for U. S. Steel Canada's independent directors," stated U. S. Steel President and CEO Mario Longhi. "U. S. Steel Canada has asked the court for an order allowing it to continue to operate while exploring restructuring alternatives – to pay its suppliers and employees and to continue to service its customers. We believe these actions will provide longer term stability for U. S. Steel's employees, suppliers and customers."

The CCAA filing is an event of default under the terms of the Province Note Loan Agreement dated as of March 31, 2006 which also provide that the Province Note became immediately due and payable. The principal amount due under the Province Note is CA$150 million (approximately $136 million). A failure of U. S. Steel Canada to pay the Province Note when due would constitute an event of default under the indenture for U. S. Steel's 2.75% Senior Convertible Notes Due 2019 (2019 Notes) that enables the holders to declare the 2019 Notes immediately due and payable. Although the 2019 Notes are currently trading well above par, if this occurs, U. S. Steel plans to use cash to pay the outstanding principal amount of $316 million. The filing does not trigger any other events of default under any material U. S. Steel Canada or U. S. Steel financing arrangements.

A full unaudited condensed consolidated pro forma balance sheet as of June 30, 2014, and unaudited condensed consolidated pro forma statement of operations for the six months ended June 30, 2014 and the year ended Dec. 31, 2013, reflecting the deconsolidation of U. S. Steel Canada, are in Appendix A.

Update to Third Quarter Outlook
We expect a significant improvement in operating income for our reportable segments and Other Businesses in the third quarter. Steel market conditions in the U.S. have remained stable and our operations have performed well. As a result, we expect our third quarter results, excluding the items described below, to be significantly higher than the current consensus earnings per share estimates.

As a result of these three strategic actions, we estimate a non-cash, pretax charge of between $550 million and $600 million (approximately $300 million to $350 million from the CCAA filing and deconsolidation of U. S. Steel Canada and approximately $250 million for the other two strategic actions). In August, we completed the sale of surface rights and mineral royalty revenue streams in the state of Alabama, which has generated approximately $55 million of cash and pre-tax income, and we made a $140 million voluntary contribution to our main defined benefit pension plan. Our cash balance as of Aug. 31, 2014 was $1.4 billion after the receipt of the $55 million and the payment of the $140 million described above, as well as a rebuilding of inventories depleted in the second quarter.

*****

This release contains forward-looking statements with respect to capital resources and liquidity, the third quarter outlook, the effects of U. S. Steel Canada's application under the CCAA and U. S. Steel Canada's deconsolidation from U. S. Steel, as well as the effects related to actions regarding Keetac and the carbon alloy facilities at Gary Works. To the extent that operating cash flow is materially lower than recent levels or external financing sources are not available on terms competitive with those currently available, our future liquidity and ability to fund strategic projects may be adversely affected. We present U. S. Steel Canada aggregate operating loss and loss per diluted share, which are non-GAAP measures, to better enable investors and others to assess our consolidated results and compare them with our competitors. In accordance with "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, cautionary statements identifying important factors, but not necessarily all factors, that could cause actual results to differ materially from those set forth in the forward-looking statements have been included in U. S. Steel's Annual Report on Form 10-K for the year ended Dec. 31, 2013, and in subsequent filings for U. S. Steel.

United States Steel Corporation, headquartered in Pittsburgh, Pa., is a leading integrated steel producer and Fortune 200 company with major production operations in the United States and Central Europe, and an annual raw steelmaking capability of 24.4 million net tons. The company manufactures a wide range of value-added steel sheet and tubular products. For more information about U. S. Steel, please visit www.ussteel.com.

Appendix A

UNITED STATES STEEL CORPORATION AND CONSOLIDATED SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS

The following unaudited condensed consolidated pro forma financial statements of U. S. Steel and its consolidated subsidiaries (collectively, "U. S. Steel", "we" or "our") are included herein:

Unaudited condensed consolidated pro forma balance sheet as of June 30, 2014;
Unaudited condensed consolidated pro forma statement of operations for the six months ended June 30, 2014;
Unaudited condensed consolidated pro forma statement of operations for the year ended December 31, 2013; and
Notes to the unaudited condensed consolidated pro forma financial statements.

The following unaudited condensed consolidated pro forma financial statements are based upon the historical consolidated financial statements of U. S. Steel, adjusted to reflect the deconsolidation of U. S. Steel Canada (USSC) and its consolidated subsidiaries (collectively, USSC) as a result of the filing by USSC and certain of its subsidiaries on September 16, 2014 (the Petition Date) for relief under the Companies' Creditors Arrangement Act of Canada (CCAA). U. S. Steel has determined that, as a result of the CCAA filing and beginning on the Petition Date, U. S. Steel will no longer control USSC and therefore, USSC will be deconsolidated from U. S. Steel's consolidated financial statements prospectively. Subsequent to the deconsolidation, we will account for our investment in USSC using the cost method of accounting which is reflected as zero in the unaudited condensed consolidated pro forma financial statements.

The following unaudited condensed consolidated pro forma financial statements of U. S. Steel should be read in conjunction with the historical consolidated financial statements of U. S. Steel and the related notes included in our 2013 annual Form 10-K filing and our quarterly filing on Form 10-Q for the three and six month periods ended June 30, 2014 as filed with the Securities and Exchange Commission. The unaudited condensed consolidated pro forma balance sheet reflects the deconsolidation of USSC assuming the CCAA filing had occurred on June 30, 2014 while the unaudited condensed consolidated pro forma statements of operations give effect to the deconsolidation assuming the CCAA filing had occurred on January 1, 2013. The pro forma adjustments are based on the best available information including certain assumptions that U. S. Steel management believes are reasonable. While such adjustments include estimates that are subject to change, management believes such adjustments are appropriate and directly attributable to the deconsolidation of USSC.

The unaudited condensed consolidated pro forma financial statements are provided for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred had the deconsolidation of USSC occurred on June 30, 2014 for the unaudited condensed consolidated pro forma balance sheet, or on January 1, 2013 for the unaudited condensed consolidated pro forma statements of operations for the six months ended June 30, 2014 and the year ended December 31, 2013. Readers should not rely on the unaudited condensed consolidated pro forma financial statements as being indicative of the historical operating results that U. S. Steel would have achieved or any future operating results or financial position that it will experience after the effective date of the CCAA filing.

United States Steel Corporation
Unaudited Condensed Consolidated Pro Forma Balance Sheet
June 30, 2014

(Dollars in millions)		Historical U. S. Steel Consolidated	Less: Deconsolidation of USSC^(a)	Eliminations ^(b)	Pro Forma Adjustments		Pro Forma U. S. Steel

Assets
Current assets:
	Cash and cash equivalents	$ 1,471	$ 145	$ -	$ -		$ 1,326
	Receivables	2,071	320	153	39	(c)	1,943
	Inventories	2,337	322	-	-		2,015
	Other current assets	648	6	-	9	(d)	651
	Total current assets	6,527	793	153	48		5,935

Property, plant and equipment, net		5,736	885	-	-		4,851
Investments and long-term receivables		622	48	-	407	(e)	981
Intangibles - net		266	58	-	-		208
Other noncurrent assets		255	26	-	-		229
	Total assets	$ 13,406	$ 1,810	$ 153	$ 455		$ 12,204

Liabilities
Current liabilities:
	Accounts payable	$ 2,294	$ 704	$ 506	$ 57	(f)	$ 2,153
	Payroll and benefits payable	998	137	-	-		861
	Short-term debt and current maturities of long-term debt	20	-	-	316	(g)	336
	Other current liabilities	209	4	-	9	(h)	214
	Total current liabilities	3,521	845	506	382		3,564
Long-term debt, less unamortized discount		3,605	129	-	(316)	(g)	3,160
Long-term payables		-	1,517	1,517	-		-
Employee benefits		1,841	999	-	-		842
Deferred income tax liabilities		506	-	-	(22)	(i)	484
Deferred credits and other noncurrent liabilities		419	29	-	25	(h)	415
	Total liabilities	9,892	3,519	2,023	69		8,465

Stockholders' Equity
Common Stock		151	-	-	-		151
Treasury stock, at cost		(440)	-	-	-		(440)
Additional paid-in capital		3,638	2,268	2,268	-		3,638
Retained Earnings		1,808	(3,446)	(4,138)	386	(j)	1,502
Accumulated other comprehensive loss		(1,644)	(531)	-	-		(1,113)

	Total U. S. Steel stockholders' equity	3,513	(1,709)	(1,870)	386		3,738

Noncontrolling Interest		1	-		-		1
	Total liabilities and stockholders' equity	$ 13,406	$ 1,810	$ 153	$ 455		$ 12,204

See the notes to the unaudited condensed consolidated pro forma financial statements.

United States Steel Corporation
Unaudited Condensed Consolidated Pro Forma Statement of Operations
Six Months Ended June 30, 2014


(Dollars in millions, except share and per share data)	Historical U. S. Steel Consolidated	Less: Deconsolidation of USSC^(k)	Eliminations ^(b)	Pro Forma Adjustments		Pro Forma U. S. Steel
Net Sales	$ 8,848	$ 1,061	$ 341	$ 245	(l)	$ 8,373

Operating Expenses
Cost of sales	8,135	1,039	341	289	(l)	7,726
Selling, general and administrative expenses	281	15	-	(3)	(m)	263
Depreciation, depletion and amortization	331	46	-	-		285
Income from Investees	(53)	-	-	-		(53)
Restructuring and other charges	18	4	-	-		14
Other operating income, net	(21)	-	-	-		(21)
Total operating expenses	8,691	1,104	341	286		8,214

Income (loss) from operations	157	(43)	-	(41)		159
Net interest and other financial costs (income)	133	5	-	(20)	(n)	108
Income (loss) before income taxes	24	(48)	-	(21)		51
Income tax (benefit) provision	(10)	-	-	1	(o)	(9)

Net income (loss) attributable to United States Steel Corporation	$ 34	$ (48)	$ -	$ (22)		$ 60

Income per common share
Basic	$ 0.23					$ 0.41
Diluted	$ 0.23					$ 0.39

Average common shares outstanding, in thousands
Basic	144,821					144,821
Diluted	146,144					153,591

See the notes to the unaudited condensed consolidated pro forma financial statements.

United States Steel Corporation
Unaudited Condensed Consolidated Pro Forma Statement of Operations
Year ended December 31, 2013


(Dollars in millions, except share and per share data)	Historical U. S. Steel Consolidated	Less: Deconsolidation of USSC ^(k)	Eliminations ^(b)	Pro Forma Adjustments		Pro Forma U. S. Steel
Net Sales	$ 17,424	$ 1,404	302	$ 581	(l)	$ 16,903

Operating Expenses
Cost of sales	16,015	1,677	302	581	(l)	15,221
Selling, general and administrative expenses	610	30	-	(6)	(m)	574
Depreciation, depletion and amortization	684	118	-	-		566
Income from Investees	(39)	(2)	-	-		(37)
Impairment of Goodwill	1,806	615	-	-		1,191
Restructuring and other charges	248	237	-	-		11
Total operating expenses	19,324	2,675	302	575		17,526

(Loss) income from operations	(1,900)	(1,271)	-	6		(623)
Net interest and other financial costs (income)	332	22	-	(35)	(n)	275
(Loss) income before income taxes	(2,232)	(1,293)	-	41		(898)
Income tax (benefit) provision ^(p)	(587)	(561)	-	-	(o)	(26)

Net (loss) income attributable to United States Steel Corporation	$ (1,645)	$ (732)	-	$ 41		$ (872)

Loss per common share
Basic	$ (11.38)					$ (6.03)
Diluted	$ (11.38)					$ (6.03)

Average common shares outstanding, in thousands
Basic	144,578					144,578
Diluted	144,578					144,578

See the notes to the unaudited condensed consolidated pro forma financial statements.

UNITED STATES STEEL CORPORATION AND SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS

(a)	Reflects the deconsolidation of USSC's assets and liabilities (including USSC's intercompany balances with U. S. Steel) at their carrying amounts included in USSC's general ledger at June 30, 2014.

(b)	Represents adjustments to remove the effect of intercompany amounts and transactions which are included in the USSC general ledger (as noted in (a) above and (k) below). The adjustment to retained earnings also includes the estimated impact from the loss on deconsolidation due to the de-recognition of the carrying amounts of USSC's assets and liabilities and accumulated other comprehensive loss previously consolidated in U.S. Steel's historical consolidated financial statements as of June 30, 2014. The unaudited condensed consolidated pro forma statements of operations do not include the estimated loss on deconsolidation as it is not expected to have a continuing impact due to its non-recurring nature.

(c)	Amounts are recorded as trade accounts receivable and interest on long term notes receivable, net for pro forma financial statement presentation. Prior to the deconsolidation, these amounts were considered intercompany trade receivables and intercompany interest receivable on long-term intercompany notes and were eliminated in consolidation. Subsequent to the deconsolidation, these amounts are recorded as balances with USSC (related party trade receivable and interest receivable) at an estimated fair value based on the retained interest determined by the recoverability of the carrying amount and whether the related party trade receivable and interest receivable is secured or unsecured. Management has estimated a recovery rate based upon the estimated fair value of the net assets of USSC available for distribution in relation to secured and unsecured claims in the CCAA filing.

(d)	Amount represents additional short-term deferred tax assets as a result of the deconsolidation of USSC at June 30, 2014.

(e)	Amounts are recorded as investments and long-term receivables, net for pro forma financial statement presentation. Prior to the deconsolidation, these amounts were considered intercompany notes payable by USSC and were eliminated in consolidation. Subsequent to the deconsolidation, these amounts are recorded as balances with USSC (related party note receivable) at an estimated fair value based on the retained interest determined by the recoverability of the carrying amount and whether the related party note receivable is considered secured or unsecured. Management has estimated a recovery rate based upon the estimated fair value of the net assets of USSC available for distribution in relation to the secured and unsecured claims in the CCAA filing.

(f)	Amounts are recorded as trade accounts payable for pro forma financial statement presentation. Prior to the deconsolidation of USSC, these amounts were considered intercompany trade accounts payable and were eliminated in consolidation. Subsequent to the deconsolidation, these amounts are recorded as balances with USSC (related party accounts payable).

(g)	Represents the reclassification of U. S. Steel's 2.75% Senior Convertible Notes (2019 Notes) from long-term to short-term as a result of the CCAA filing. The CCAA filing is an event of default under the terms of the Province Note Loan Agreement and the failure of U. S. Steel Canada to pay the Province Note when due would constitute an Event of Default under the indenture for the 2019 Notes that enables the holders to declare the 2019 Notes immediately due and payable. Further, it is U. S. Steel's intent and ability to settle the 2019 Notes in cash if this occurs.

(h)	Represents contingent liabilities to be retained by U. S. Steel after the deconsolidation of USSC.

(i)	Represents additional long-term deferred tax assets as a result of the deconsolidation of USSC as June 30, 2014.

(j)	The adjustment to retained earnings reflects the net impact of amounts as a result of the pro-forma adjustments column.

(k)	Reflects the deconsolidation of USSC's statement of operations (including USSC's intercompany transactions with U. S. Steel) included in USSC's general ledger for the six months ended June 30, 2014 and for the year ended December 31, 2013.

(l)	Represents sales and cost of sales related to sales transactions from U. S. Steel to USSC, which after the deconsolidation of USSC will be considered third party transactions and are expected to have a continuing impact. Prior to the deconsolidation, these amounts were considered intercompany transactions with USSC and were eliminated in consolidation. These intercompany sales transactions from U. S. Steel to USSC were made at a third party margin of approximately 25% for the six months ended June 30, 2014 and 22% for the year ended December 31, 2013 which were reported in cost of sales in USSC's general ledger and removed via the deconsolidation of USSC column. The assumption is that these transactions have been sold through to a third party for the six months ended June 30, 2014 and the year ended December 31, 2013. Also included in the cost of sales adjustment is the intercompany cost of sales and profit that was previously eliminated in consolidation associated with purchases by U. S. Steel from USSC which is expected to have a continuing impact. The intercompany profit was calculated at a rate that is representative of USSC's gross margin on third party transactions and represents U. S. Steel's incremental costs on the historical transactions.

(m)	Represents various selling and general and administrative (SG&A) expenses historically incurred by U. S. Steel on behalf of USSC which will be reimbursed by USSC subsequent to the deconsolidation and are expected to have a continuing impact.

(n)	Represents interest income related to loans from U. S. Steel to USSC that are expected to have a continuing impact as noted in (c) and (e) above. Prior to the deconsolidation, these amounts were considered intercompany interest income from USSC and were eliminated in consolidation.

(o)	Represents the impact of additional deferred taxes as a result of the deconsolidation of USSC for the periods ended June 30, 2014 and December 31, 2013. The effects of the deferred taxes are shown as they are expected to have a continuing impact subsequent to the deconsolidation of USSC.

(p)	The income tax benefit for the period ended December 31, 2013 has been revised to reflect an additional tax benefit of $27 million associated with our 2013 tax restructuring. The previously reported amount disclosed in the consolidated statement of operations in U. S. Steel's 2013 annual report on Form 10-K will be updated in the 2014 annual report on Form 10-K to reflect this additional tax benefit in the consolidated statement of operations with a corresponding decrease to long-term deferred tax liabilities and an increase in retained earnings of $27 million to the previously reported amounts in the consolidated balance sheet. Refer to U.S. Steel's quarterly filing on Form 10-Q for the three and six month periods ended June 30, 2014 for further disclosure of the revision.

SOURCE United States Steel Corporation

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