SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

United States Steel Corp. – ‘10-K’ for 12/31/23 – ‘EX-19’

On:  Friday, 2/2/24, at 1:15pm ET   ·   For:  12/31/23   ·   Accession #:  1163302-24-9   ·   File #:  1-16811

Previous ‘10-K’:  ‘10-K’ on 2/3/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   57 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/02/24  United States Steel Corp.         10-K       12/31/23  172:43M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   4.55M 
 2: EX-10.1     Material Contract                                   HTML     83K 
 3: EX-10.2     Material Contract                                   HTML     84K 
 4: EX-10.3     Material Contract                                   HTML     83K 
 5: EX-10.4     Material Contract                                   HTML     84K 
 6: EX-19       Report Furnished to Security Holders                HTML     62K 
 7: EX-21       Subsidiaries List                                   HTML     65K 
 8: EX-23       Consent of Expert or Counsel                        HTML     46K 
 9: EX-24       Power of Attorney                                   HTML     66K 
14: EX-95       Mine-Safety Disclosure                              HTML     56K 
15: EX-96.1     Mining Disclosure                                   HTML     81K 
16: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     58K 
                Awarded Compensation                                             
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     51K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     52K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     48K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     48K 
22: R1          Cover Page                                          HTML    120K 
23: R2          Audit Information                                   HTML     52K 
24: R3          Consolidated Statements of Operations               HTML    163K 
25: R4          Consolidated Statements of Comprehensive Income     HTML     94K 
                (Loss)                                                           
26: R5          Consolidated Balance Sheets                         HTML    176K 
27: R6          Consolidated Balance Sheets (Parenthetical)         HTML     60K 
28: R7          Consolidated Statements of Cash Flows               HTML    154K 
29: R8          Consolidated Statements of Stockholders' Equity     HTML    207K 
30: R9          Consolidated Statements of Comprehensive Income     HTML     57K 
                (Loss) (Parenthetical)                                           
31: R10         Nature of Business and Significant Accounting       HTML     76K 
                Policies                                                         
32: R11         New Accounting Standards                            HTML     77K 
33: R12         Recently Adopted Accounting Standards               HTML     77K 
34: R13         Segment Information                                 HTML    206K 
35: R14         Acquisition and Disposition                         HTML     75K 
36: R15         Revenue                                             HTML    123K 
37: R16         Net Interest and Other Financial Costs              HTML     76K 
38: R17         Earnings and Dividends Per Common Share             HTML     76K 
39: R18         Cash, Cash Equivalents, and Restricted Cash         HTML     60K 
40: R19         Inventories                                         HTML     57K 
41: R20         Income Taxes                                        HTML    163K 
42: R21         Investments, Long-Term Receivables and Equity       HTML     82K 
                Investee Transactions                                            
43: R22         Property, Plant and Equipment                       HTML     68K 
44: R23         Intangible Assets                                   HTML     83K 
45: R24         Stock-Based Compensation Plans                      HTML    148K 
46: R25         Derivative Instruments                              HTML     95K 
47: R26         Debt                                                HTML    123K 
48: R27         Pensions and Other Benefits                         HTML    436K 
49: R28         Asset Retirement Obligations                        HTML     61K 
50: R29         Fair Value of Financial Instruments                 HTML     95K 
51: R30         Reclassifications from Accumulated Other            HTML     93K 
                Comprehensive Income (Aoci)                                      
52: R31         Supplemental Cash Flow Information                  HTML     65K 
53: R32         Transactions with Related Parties                   HTML     54K 
54: R33         Leases                                              HTML    110K 
55: R34         Restructuring and Other Charges                     HTML     76K 
56: R35         Contingencies and Commitments                       HTML    102K 
57: R36         Common Stock Issued and Repurchased                 HTML     50K 
58: R37         Schedule II - Valuation and Qualifying Accounts     HTML     95K 
                and Reserves                                                     
59: R38         Nature of Business and Significant Accounting       HTML    105K 
                Policies (Policies)                                              
60: R39         Recently Adopted Accounting Standards (Tables)      HTML     58K 
61: R40         Segment Information (Tables)                        HTML    206K 
62: R41         Business Combinations and Asset Acquisitions        HTML     71K 
                (Tables)                                                         
63: R42         Revenue (Tables)                                    HTML    119K 
64: R43         Net Interest and Other Financial Costs (Tables)     HTML     76K 
65: R44         Earnings and Dividends Per Common Share (Tables)    HTML     76K 
66: R45         Cash, Cash Equivalents, and Restricted Cash         HTML     71K 
                (Tables)                                                         
67: R46         Inventories (Tables)                                HTML     58K 
68: R47         Income Taxes (Tables)                               HTML    158K 
69: R48         Investments, Long-Term Receivables and Equity       HTML     83K 
                Investee Transactions (Tables)                                   
70: R49         Property, Plant and Equipment (Tables)              HTML     67K 
71: R50         Intangible Assets (Tables)                          HTML     88K 
72: R51         Stock-Based Compensation Plans (Tables)             HTML    147K 
73: R52         Derivative Instruments (Tables)                     HTML     98K 
74: R53         Debt (Tables)                                       HTML    112K 
75: R54         Pensions and Other Benefits (Tables)                HTML    469K 
76: R55         Asset Retirement Obligations (Tables)               HTML     59K 
77: R56         Fair Value of Financial Instruments (Tables)        HTML    255K 
78: R57         Reclassifications from Accumulated Other            HTML    107K 
                Comprehensive Income (Aoci) (Tables)                             
79: R58         Supplemental Cash Flow Information (Tables)         HTML     64K 
80: R59         Leases (Tables)                                     HTML    134K 
81: R60         Restructuring and Other Charges (Tables)            HTML     73K 
82: R61         Contingencies and Commitments (Tables)              HTML     81K 
83: R62         Nature of Business and Significant Accounting       HTML     93K 
                Policies - Additional Information (Detail)                       
84: R63         Recently Adopted Accounting Standards - Narrative   HTML     92K 
                (Details)                                                        
85: R64         Recently Adopted Accounting Standards - Schedule    HTML     92K 
                of Accounting Standard Update (Details)                          
86: R65         Segment Information - Additional Information        HTML     48K 
                (Details)                                                        
87: R66         Segment Information - Results of Segment            HTML    118K 
                Operations (Details)                                             
88: R67         Segment Information - Schedule of Assets by         HTML     74K 
                Segment (Details)                                                
89: R68         Segment Information - Schedule of Reconciling       HTML     75K 
                Items to EBIT (Details)                                          
90: R69         Segment Information - Net Sales, Property, Plant    HTML     67K 
                and Equipment and Equity Method Investments Based                
                on Location of Operating Segment (Details)                       
91: R70         Acquisition and Disposition - Additional            HTML    102K 
                Information (Details)                                            
92: R71         Acquisitions and Disposition - Allocation of the    HTML    107K 
                Aggregate Purchase Price Based on Estimated Fair                 
                Values (Details)                                                 
93: R72         Acquisitions and Disposition - Unaudited Pro Forma  HTML     53K 
                Information for U. S. Steel Including the Results                
                of the Big River Steel Acquisition (Details)                     
94: R73         Revenue - Disaggregation of Sales by Product        HTML    114K 
                (Details)                                                        
95: R74         Net Interest and Other Financial Costs - Net        HTML     85K 
                Interest and Other Financial Costs (Details)                     
96: R75         Earnings and Dividends Per Common Share -           HTML     92K 
                Computations for Basic and Diluted Income (Loss)                 
                Per Common Share from Continuing Operations                      
                (Details)                                                        
97: R76         Earnings and Dividends Per Common Share -           HTML     52K 
                Antidilutive Securities that were Not Included in                
                Computation of Diluted Loss Per Common Share                     
                (Details)                                                        
98: R77         Earnings and Dividends Per Common Share -           HTML     50K 
                Additional Information (Details)                                 
99: R78         Cash, Cash Equivalents, and Restricted Cash         HTML     58K 
                (Details)                                                        
100: R79         Inventories Inventory balances (Details)            HTML     57K  
101: R80         Inventories - Additional Information (Details)      HTML     51K  
102: R81         Income Taxes - Components of Earnings (Loss)        HTML     56K  
                (Details)                                                        
103: R82         Income Taxes - (Benefit) Provision for Income       HTML     85K  
                Taxes (Details)                                                  
104: R83         Income Taxes - Reconciliation of Federal Statutory  HTML     75K  
                Tax to Total Provisions (Details)                                
105: R84         Income Taxes - Deferred Tax Assets and Liabilities  HTML     98K  
                (Details)                                                        
106: R85         Income Taxes - Reconciliation of Unrecognized Tax   HTML     57K  
                Benefits (Details)                                               
107: R86         Income Taxes - Additional Information (Details)     HTML     82K  
108: R87         Investments, Long-Term Receivables and Equity       HTML     59K  
                Investee Transactions - Schedule of Investments                  
                and Long-Term Receivables (Details)                              
109: R88         Investments, Long-Term Receivables and Equity       HTML    107K  
                Investee Transactions - Summarized Financial                     
                Information of Investees Accounted for by Equity                 
                Method of Accounting (Details)                                   
110: R89         Investments, Long-Term Receivables and Equity       HTML     66K  
                Investee Transactions - Investees Accounted for                  
                using Equity Method (Details)                                    
111: R90         Investments, Long-Term Receivables and Equity       HTML     79K  
                Investee Transactions - Additional Information                   
                (Details)                                                        
112: R91         Property, Plant and Equipment - Schedule of         HTML     88K  
                Property, Plant and Equipment (Details)                          
113: R92         Property, Plant and Equipment - Additional          HTML     48K  
                Information (Details)                                            
114: R93         Intangible Assets - Amortizable Intangible Assets   HTML     69K  
                (Details)                                                        
115: R94         Intangible Assets - Additional Information          HTML     58K  
                (Details)                                                        
116: R95         Intangible Assets - Goodwill (Details)              HTML     63K  
117: R96         Stock-Based Compensation Plans - Total Stock-Based  HTML     62K  
                Compensation Awards Granted (Details)                            
118: R97         Stock-Based Compensation Plans - Total              HTML     62K  
                Compensation Expense Recognized for Stock-Based                  
                Compensation Awards (Details)                                    
119: R98         Stock-Based Compensation Plans - Performance-Based  HTML     78K  
                Stock Options Vesting and Exercising Conditions                  
                (Details)                                                        
120: R99         Stock-Based Compensation Plans - Status and         HTML     98K  
                Activity of Stock Options (Details)                              
121: R100        Stock-Based Compensation Plans - Performance        HTML     72K  
                Awards Outstanding and their Fair Market Value on                
                Respective Grant Date (Details)                                  
122: R101        Stock-Based Compensation Plans - Status and         HTML     94K  
                Activity of Nonvested Stock Awards (Details)                     
123: R102        Stock-Based Compensation Plans - Restricted Stock   HTML     63K  
                Units and Performance Awards Granted (Details)                   
124: R103        Stock-Based Compensation Plans - Additional         HTML    140K  
                Information (Details)                                            
125: R104        Derivative Instruments - Schedule of Notional       HTML     77K  
                Amounts of Outstanding Derivative Positions                      
                (Details)                                                        
126: R105        Derivative Instruments - Location and Amounts of    HTML     62K  
                Fair Values Related to Derivatives in Financial                  
                Statements (Details)                                             
127: R106        Derivative Instruments - Schedule of Effect of      HTML     65K  
                Hedge Accounting on Accumulated Other                            
                Comprehensive Income (Details)                                   
128: R107        Derivative Instruments - Location and Amounts of    HTML     53K  
                Gains or Losses Related to Derivatives in                        
                Financial Statements (Details)                                   
129: R108        Derivative Instruments - Additional Information     HTML     61K  
                (Details)                                                        
130: R109        Debt - Schedule of Debt (Details)                   HTML    108K  
131: R110        Debt - Debt Redemption Percentages (Details)        HTML     69K  
132: R111        Debt - Aggregate Maturities of Debt (Details)       HTML     67K  
133: R112        Debt - Additional Information (Details)             HTML    143K  
134: R113        Pensions and Other Benefits - Details Relating to   HTML    102K  
                Pension Benefits and Other Benefits (Details)                    
135: R114        Pensions and Other Benefits - Amounts Recognized    HTML     78K  
                in Accumulated Other Comprehensive Loss (Details)                
136: R115        Pensions and Other Benefits - Pension and Other     HTML     70K  
                Benefits Recognized in Balance Sheet (Details)                   
137: R116        Pensions and Other Benefits - Information for       HTML     55K  
                Pension Plans with Accumulated Benefit Obligation                
                in Excess of Plan Assets (Details)                               
138: R117        Pensions and Other Benefits - Details of Net        HTML     80K  
                Periodic Benefit Costs Related to Pension and                    
                Other Benefits (Details)                                         
139: R118        Pensions and Other Benefits - Assumptions used to   HTML     66K  
                Determine Benefit Obligation and Net Periodic                    
                Benefit Cost (Details)                                           
140: R119        Pensions and Other Benefits - Assumed Health Care   HTML     51K  
                Cost Trend Rates (Details)                                       
141: R120        Pensions and Other Benefits - Pension Plan and      HTML    307K  
                Other Plan Assets Carried at Fair Value (Details)                
142: R121        Pensions and Other Benefits - Changes in Fair       HTML     72K  
                Value of Pension Plan and Other Benefit Plan Level               
                3 Assets (Details)                                               
143: R122        Pensions and Other Benefits - Multiemployer         HTML     73K  
                Pension Plans (Details)                                          
144: R123        Pensions and Other Benefits - Benefit Payments      HTML     65K  
                Expected to be Paid from Defined Benefit Plans                   
                (Details)                                                        
145: R124        Pensions and Other Benefits - Additional            HTML    184K  
                Information (Details)                                            
146: R125        Asset Retirement Obligations - Changes in Carrying  HTML     60K  
                Values of Asset Retirement Obligations (Details)                 
147: R126        Fair Value of Financial Instruments - Surplus VEBA  HTML    118K  
                Assets Carried at Fair Value (Details)                           
148: R127        Fair Value of Financial Instruments - Additional    HTML     80K  
                Information (Details)                                            
149: R128        Fair Value of Financial Instruments -Financial      HTML     52K  
                Assets and Liabilities Not Carried at Fair Value                 
                (Details)                                                        
150: R129        Reclassifications from Accumulated Other            HTML     80K  
                Comprehensive Income (AOCI) - Schedule of Changes                
                in Accumulated Other Comprehensive Income                        
                (Details)                                                        
151: R130        Reclassifications from Accumulated Other            HTML     95K  
                Comprehensive Income (AOCI) - Detail of Amounts                  
                Reclassified From Accumulated Other Comprehensive                
                Income (Details)                                                 
152: R131        Supplemental Cash Flow Information - Supplemental   HTML     63K  
                Cash Flow Information (Details)                                  
153: R132        Transactions with Related Parties - Additional      HTML     68K  
                Information (Details)                                            
154: R133        Leases - Schedule of Leases by Balance Sheet        HTML     72K  
                Location (Details)                                               
155: R134        Leases - Schedule of Operating and Finance Lease    HTML     65K  
                Costs by Income Statement Location (Details)                     
156: R135        Leases - Schedule of Operating and Finance Lease    HTML    104K  
                Maturities (Details)                                             
157: R136        Leases - Schedule of Lease Terms and Discount       HTML     58K  
                Rates (Details)                                                  
158: R137        Leases - Schedule of Cash Amounts Paid for Lease    HTML     58K  
                Liabilities (Details)                                            
159: R138        Restructuring and Other Charges -Additional         HTML     70K  
                Information (Details)                                            
160: R139        Restructuring and Other Charges - Activity in       HTML     72K  
                Accrued Balances for Restructuring and Other Cost                
                Reduction Programs (Details)                                     
161: R140        Contingencies and Commitments - Asbestos            HTML     55K  
                Litigation Activity (Details)                                    
162: R141        Contingencies and Commitments - Changes in Accrued  HTML     60K  
                Liabilities for Remediation Activities (Details)                 
163: R142        Contingencies and Commitments - Accrued             HTML     55K  
                Liabilities for Remediation Activities Included in               
                Balance Sheet (Details)                                          
164: R143        Contingencies and Commitments - Payments for        HTML     62K  
                Contracts with Remaining Terms in Excess of One                  
                Year (Details)                                                   
165: R144        Contingencies and Commitments - Additional          HTML    173K  
                Information (Details)                                            
166: R145        Common Stock Issued and Repurchased - Additional    HTML     62K  
                Information (Details)                                            
167: R146        Schedule II - Valuation and Qualifying Accounts     HTML     72K  
                and Reserves (Details)                                           
169: XML         IDEA XML File -- Filing Summary                      XML    321K  
172: XML         XBRL Instance -- x-20231231_htm                      XML   6.80M  
168: EXCEL       IDEA Workbook of Financial Report Info              XLSX    370K  
18: EX-101.CAL  XBRL Calculations -- x-20231231_cal                  XML    414K 
19: EX-101.DEF  XBRL Definitions -- x-20231231_def                   XML   1.71M 
20: EX-101.LAB  XBRL Labels -- x-20231231_lab                        XML   3.89M 
21: EX-101.PRE  XBRL Presentations -- x-20231231_pre                 XML   2.36M 
17: EX-101.SCH  XBRL Schema -- x-20231231                            XSD    454K 
170: JSON        XBRL Instance as JSON Data -- MetaLinks              997±  1.56M  
171: ZIP         XBRL Zipped Folder -- 0001163302-24-000009-xbrl      Zip   3.04M  


‘EX-19’   —   Report Furnished to Security Holders


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C: 
  ex19d231231  
United States Steel Corporation L Lawful and Ethical Conduct Insider Trading Policy Page 1 of 6 ║ Effective: June 6, 2014 ║ Revised: February 27, 2023 ║ Policy Owner(s): Senior Vice President, General Counsel, and Chief Ethics & Compliance Officer In this Policy, you will find: ü Rules against Insider Trading ü Blackout and Pre-Clearance Requirements 1. POLICY U. S. Steel prohibits trading in or facilitating trading in the securities of U. S. Steel or any other publicly traded company while in the possession of Material Nonpublic information obtained while employed by or in the service of U. S. Steel and/or its subsidiaries (the “Corporation”). 2. APPLICABILITY Directors and Employees of U. S. Steel or its subsidiaries (referred to as “Insiders”). Key Definitions “Beneficial Ownership” Means having investment power, including through a partnership, trust, or other entity, over securities. “Corporation Securities” Any Corporation equity security (including common stock, preferred stock, options and warrants), Corporation debt security (including bonds, asset-backed securities and commercial paper), or derivative security or other instrument relating to a security of the Corporation, regardless of by whom the instrument is issued (including exchange-traded options, equity swaps, collar transactions and other synthetic securities). “Covered Person” Directors, Executive Officers, and all persons listed on Table A as subject to the quarterly blackout periods. “Executive Officer” Anyone the Board of Directors has designated an “officer” of U. S. Steel as defined by Section 16 of the Securities Exchange Act of 1934. “Material” Information Information a reasonable investor would consider important in deciding to purchase, sell or hold a security. Material information includes information that would reasonably be expected to affect the price of securities. Examples of material information include: Ø financial results; Ø significant acquisitions or divestitures; Ø significant product developments; Ø changes in earnings or dividends; Ø projections of future results or other guidance; Ø new equity or debt offerings; Ø stock repurchases; Ø significant action by an enforcement or regulatory authority; Ø significant cybersecurity incidents; and Ø changes in management. “Nonpublic” Information Information that has not been disclosed to the public. Information should be considered “Nonpublic” until the close of business on the first trading day following the day when the information was disseminated widely to the general public (e.g., through press releases or a filing with the U.S. Securities and Exchange Commission (“SEC”) filing). Key Resources Ø Pre-Clearance Request Form Exhibit 19


 
United States Steel Corporation L Lawful and Ethical Conduct Insider Trading Policy Page 2 of 6 ║ Effective: June 6, 2014 ║ Revised: February 27, 2023 ║ Policy Owner(s): Senior Vice President, General Counsel, and Chief Ethics & Compliance Officer 3. YOU MUST NOT a. Trade While in Possession of Material, Nonpublic Information You (as an “Insider”) must not directly or indirectly trade in or transfer Corporation Securities while you are in possession of Material Non-public information about the Corporation. You must not directly or indirectly (i.e., through other persons or entities) trade in or transfer securities of any publicly traded company (including, for example, customers, suppliers, or joint venture partners) based on Material, Nonpublic information you obtain in connection with your employment. If you leave the Corporation, and you possess Material, Nonpublic information, you must not trade in or transfer securities of any company affected by that information until the information is publicly available or is no longer material. b. Allow Your Family to Trade on Material, Nonpublic Information You must not allow any immediate family member (including any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law) who shares the same household with you to make any trade that you would be prohibited from making. c. Disclose Material, Nonpublic Information to Anyone who May Use it for Trading You must not disclose any Material, Nonpublic information to others who may use it to trade securities. Such disclosures are called “tipping” and are generally illegal. d. Give Trading Advice Based on Material, Nonpublic Information You must not directly or indirectly provide any advice or recommendations or express any opinions as to trading in securities on the basis of Material, Nonpublic information. e. Make Prohibited Transactions You must not make or authorize any of the following types of transactions: Ø Speculative Transactions – Insiders are prohibited from buying or selling U. S. Steel options (other than options granted pursuant to U. S. Steel’s long-term incentive plans), including puts or calls. Ø Hedging Transactions – Insiders are strictly prohibited from hedging. You may not purchase any financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) designed to “hedge” or offset any decrease in the market value of any Corporation Securities you own. Ø Pledging Transactions – Directors, Executive Officers and Covered Persons may not pledge any Corporation Securities as collateral for a loan, or hold Corporation stock in a margin account, which may be sold by the broker if the customer fails to meet a margin call. Ø Short Sales – You must not short Corporation Securities. A “short sale” is a sale of securities not owned by the seller or, if owned, not delivered within twenty (20) days of the sale. Short sales may indicate that the seller expects the securities to decline in value. Ø Short Swing Transactions – Directors and Executive Officers must comply with the reporting obligations and limitations on


 
United States Steel Corporation L Lawful and Ethical Conduct Insider Trading Policy Page 3 of 6 ║ Effective: June 6, 2014 ║ Revised: February 27, 2023 ║ Policy Owner(s): Senior Vice President, General Counsel, and Chief Ethics & Compliance Officer short-swing transactions set forth in Section 16 of the Exchange Act. 4. YOU MUST a. Report Inadvertent Disclosures of Material, Nonpublic Information If you are involved in or aware of the accidental or improper disclosure of Material, Nonpublic information regarding U. S. Steel, its subsidiaries, or any of the Company’s customers, vendors, or contractors, you must immediately report the disclosure to the General Counsel and Chief Ethics & Compliance Officer or making a report through the U.S. Steel Ethics and Safety Line. 5. YOU MAY a. Make Trades While Not in Possession of Material, Nonpublic Information Unless prohibited under Section 3, you may be permitted to make trades in Corporation Securities, as set forth below. Ø Covered Persons: May not make trades during Blackout Periods but may make trades during Open Window periods. (See Tables A & B below) Ø All Others may make trades. 6. OTHER REQUIREMENTS a. Blackout Periods & Pre-Approval Purchases, sales, transfers of Corporation Securities and related investment decisions by Covered Persons are subject to “blackout periods” and pre-approval requirements. If you are a Covered Person you must not purchase, sell or otherwise transfer, or make an investment decision related to Corporation Securities during a blackout period. Table A, below, lists the applicable blackout periods. Any Covered Person who has a standing order with a broker to buy or sell Corporation Securities, such as a limit trading instruction, must cancel the order prior to the beginning of a blackout period (other than any such order made pursuant to a 10b5-1 Plan). Directors and Executive Officers who retire or leave U. S. Steel during a blackout period agree to observe this policy until the end of the blackout period. Note: Directors, Executive Officers, and owners of 10% or more of U. S. Steel’s stock are subject to additional rules and restrictions for buying and selling Corporation stock pursuant to Section 16 of the Securities Exchange Act of 1934. This policy does not modify those requirements. Anyone subject to Section 16 must contact the Legal department before engaging in any trades or transfers of Corporation Securities. b. Rule 10b5-1 Trading Plans Covered Persons may enter into a trading plan compliant with the requirements of Rule 10b5- 1 under the Securities Exchange Act of 1934 (a “10b5-1 Plan”). A 10b5-1 Plan may not be adopted, amended or terminated by a person who is in possession of material, non-public information or during a blackout period and may not be adopted or modified as part of a plan or scheme to evade the prohibitions of Exchange Act Rule 10b-5. All 10b5-1 Plans, and all modifications or terminations of Rule 10b5-1 plans, must be pre-approved by the Legal department. Any new plan or modification of an existing plan must meet the following conditions: Ø The plan must have a specified termination date: o For Directors and Executive Officers, the plan must terminate after 9-18


 
United States Steel Corporation L Lawful and Ethical Conduct Insider Trading Policy Page 4 of 6 ║ Effective: June 6, 2014 ║ Revised: February 27, 2023 ║ Policy Owner(s): Senior Vice President, General Counsel, and Chief Ethics & Compliance Officer months (inclusive of the “cooling off” period); o For all other Covered Persons, the plan must terminate after 6-18 months (inclusive of the “cooling off” period); and, Ø The plan must establish a minimum “cooling off” period before the first transaction under the plan may occur: o For Directors and Executive Officers, the first trade may not occur until the later of (i) 90 days following adoption of the plan and (ii) 2 business days following the Corporation’s filing of a quarterly or annual report with the SEC o For all other Covered Persons, the cooling off period must be at least 30 days Ø The plan must be accompanied by a written representation certifying that the Covered Person (i) is not aware of material nonpublic information about the Corporation or its securities and (ii) is adopting or modifying the plan in good faith and not as part of a plan or scheme to evade the prohibitions of Exchange Act Rule 10b-5. Amendment or termination of a 10b5-1 plan must be reviewed and pre-approved by the Legal department. Termination of a 10b5-1 Plan includes divesting ownership of Corporation Securities covered by an existing 10b5-1 Plan, other than by the terms of the 10b5-1 Plan. Insiders who amend or terminate 10b5-1 plans will be subject to the applicable “cooling off” period outlined above before additional transactions may occur under the amended plan. Insiders who terminate a 10b5- 1 plan must obtain pre-approval to enter into a new plan, and any new plan also would be subject to a new cooling off period. Covered Persons are prohibited from adopting more than one 10b5-1 Plan for open market purchases or sales, other than: Ø to sell only enough securities as are necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award, such as on the vesting and settlement of restricted stock units (provided that the award holder is not permitted to exercise control over the timing of such sales), or Ø if trading under the later-commencing 10b5- 1 Plan is not authorized to begin until after all trades under the earlier-commencing 10b5-1 Plan are completed, expire without execution, or are terminated early. The first trade under the later-commencing plan may not be scheduled to occur until after the cooling-off period applicable to the Covered Person, commencing on the date of termination of the earlier-adopted 10b5-1 Plan. Directors and Executive Officers may enter into a single 10b5-1 Plan that consists of a series of separate contracts with different broker-dealers. In any 12-month period, a Covered Person is limited to one “single-trade plan” — one designed to effect the open market purchase or sale of the total amount of the securities subject to the plan as a single transaction. APPENDICES Forms • Pre-Clearance Request Form Related Policies and Procedures • Protection of Confidential Information


 
United States Steel Corporation L Lawful and Ethical Conduct Insider Trading Policy Page 5 of 6 ║ Effective: June 6, 2014 ║ Revised: February 27, 2023 ║ Policy Owner(s): Senior Vice President, General Counsel, and Chief Ethics & Compliance Officer Table A: Blackout Periods Period Name Blackout Period Covered Persons Guidance Blackout Period From the sixth business day of the last month of each quarter (March, June, September, December) to close of business on the first trading day after the public release of earnings Ø Members of the Board of Directors Ø Executive Officers and their Administrative Assistants Ø Corporate Secretary Ø Global Financial Planning & Analysis department Ø Investor Relations department Ø Other individuals identified by Controller or the Legal department Earnings Blackout Period From the 15th day of the last month of the fiscal quarter to close of business on the first trading day after the public release of earnings Ø Vice Presidents Ø General Managers (and GM-level employees) Ø Legal Department: Deputy and Associate General Counsels Ø Strategy & Business Development: Director-level and manager-level employees Ø Financial Planning & Analysis: Director- and manager-level employees Ø Controller’s group employees (incl. plant controllers), involved in preparation of financial statements Ø Tax Department employees involved in preparation of financial statements Ø Other individuals identified by Controller or the Legal department Special Blackout Period As determined by General Counsel Ø All persons identified and notified by General Counsel or his or her designee


 
United States Steel Corporation L Lawful and Ethical Conduct Insider Trading Policy Page 6 of 6 ║ Effective: June 6, 2014 ║ Revised: February 27, 2023 ║ Policy Owner(s): Senior Vice President, General Counsel, and Chief Ethics & Compliance Officer Table B: Transactions Permitted/Not Permitted During Open Window / Blackout Periods Transaction Open Window Period1 Blackout Period Open Market Purchase or Sale Permitted with prior approval Not Permitted Stock Option and SAR exercises (for stock and/or cash) Permitted with prior approval Not Permitted Stock for tax withholding in connection with SAR exercises or vesting of performance awards, restricted stock or restricted stock units Permitted (SAR exercise requires prior approval) Permitted (except in the case of SAR exercises) Any of the following transactions in the Corporation’s savings fund plan (401(k) plan): (a) an election to increase or decrease the percentage of periodic contributions that will be allocated to the Corporation stock fund, (b) an election to make an intra-plan transfer of an existing account balance into or out of the Corporation stock fund, (c) an election to borrow money against a 401(k) plan account if the loan will result in a liquidation of some or all of the Corporation stock fund balance and (d) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Corporation stock fund. Permitted with prior approval Not Permitted Change in standing instructions for regular monthly purchases in Savings Fund Plan or Dividend Reinvestment Plan Permitted with prior approval Not Permitted Regular monthly purchases in Savings Fund Plan pursuant to standing instructions Permitted Permitted Regular reinvestment of dividends pursuant to standing instructions Permitted Permitted Entering, amending or terminating a 10b5-1 program Permitted with prior approval Not Permitted Pre-approved 10b5-1 transactions Permitted Permitted Hedging of securities Not Permitted Not Permitted Pledging of securities Not Permitted Not Permitted Transfer of securities by gift Permitted Not Permitted2 1 All periods other than Blackout Periods. 2 Does not include transfers by gift that would not result in a change in beneficial ownership, which are permitted.


 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/2/24DEFA14A
For Period end:12/31/23
2/27/23
6/6/14
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/12/24  United States Steel Corp.         DEFM14A                1:5M                                     Toppan Merrill/FA
 2/26/24  United States Steel Corp.         PRER14A     2/23/24    1:3.2M                                   Toppan Merrill/FA


55 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/18/23  United States Steel Corp.         8-K:1,9    12/18/23   12:1.1M                                   Toppan Merrill/FA
10/27/23  United States Steel Corp.         10-Q        9/30/23  105:59M
 7/28/23  United States Steel Corp.         10-Q        6/30/23  107:100M
 4/28/23  United States Steel Corp.         10-Q        3/31/23  110:31M
 2/03/23  United States Steel Corp.         10-K       12/31/22  169:61M
 2/02/23  United States Steel Corp.         8-K:5,9     2/02/23   12:8M
10/28/22  United States Steel Corp.         10-Q        9/30/22  109:25M
 7/29/22  United States Steel Corp.         10-Q        6/30/22  109:14M
 6/03/22  United States Steel Corp.         8-K:1,2,7,9 5/27/22   16:4.6M                                   Toppan Merrill/FA
 4/29/22  United States Steel Corp.         10-Q        3/31/22  109:23M
 2/11/22  United States Steel Corp.         10-K       12/31/21  178:37M
12/20/21  United States Steel Corp.         8-K:5,9    12/20/21   12:248K
10/01/21  United States Steel Corp.         8-K:1,2,9  10/01/21   12:1.8M
 7/30/21  United States Steel Corp.         10-Q        6/30/21  109:18M
 6/08/21  United States Steel Corp.         8-K:1,7,8,9 6/07/21   14:3.1M                                   Toppan Merrill/FA
 4/30/21  United States Steel Corp.         10-Q        3/31/21  114:12M
 2/12/21  United States Steel Corp.         10-K       12/31/20  166:30M
 2/11/21  United States Steel Corp.         8-K:1,2,7,8 2/08/21   15:825K                                   Toppan Merrill/FA
 1/19/21  United States Steel Corp.         8-K:2,7,9   1/15/21   18:6.5M                                   Toppan Merrill/FA
12/18/20  United States Steel Corp.         8-K:1,9    12/18/20   13:13M
11/24/20  United States Steel Corp.         8-K:1,2,7,911/24/20   15:20M
 7/30/20  United States Steel Corp.         8-K:5,9     7/26/20   14:13M
 5/01/20  United States Steel Corp.         8-K:5,9     4/28/20   13:431K
 5/01/20  United States Steel Corp.         10-Q        3/31/20  125:12M
 4/30/20  United States Steel Corp.         8-K:1,9     4/30/20   12:466K                                   Toppan Merrill/FA
 2/14/20  United States Steel Corp.         10-K       12/31/19  172:33M
10/28/19  United States Steel Corp.         8-K:1,2,3,710/25/19   17:2.1M                                   Toppan Merrill/FA
10/21/19  United States Steel Corp.         8-K:1,2,3,710/16/19   14:1.4M                                   Toppan Merrill/FA
10/01/19  United States Steel Corp.         8-K:1,7,8,9 9/30/19   15:11M                                    Toppan Merrill/FA2
 5/03/19  United States Steel Corp.         10-Q        3/31/19  113:11M
 2/15/19  United States Steel Corp.         10-K       12/31/18  169:25M
 4/27/18  United States Steel Corp.         10-Q        3/31/18  114:11M
 4/28/17  United States Steel Corp.         8-K:5,9     4/28/17    2:149K
 4/26/17  United States Steel Corp.         10-Q        3/31/17   96:9.2M
11/02/16  United States Steel Corp.         10-Q        9/30/16  102:11M
 7/27/16  United States Steel Corp.         10-Q        6/30/16  101:11M
 4/27/16  United States Steel Corp.         10-Q        3/31/16   93:9.3M
 2/29/16  United States Steel Corp.         10-K       12/31/15  158:26M
11/06/15  United States Steel Corp.         8-K:5,9    11/02/15    3:194K
11/04/15  United States Steel Corp.         10-Q        9/30/15  104:11M
 8/21/15  United States Steel Corp.         8-K:5,7,9   8/17/15    3:113K
 4/29/15  United States Steel Corp.         10-Q        3/31/15   96:12M
 3/14/14  United States Steel Corp.         DEF 14A     4/29/14    1:2.4M                                   Donnelley … Solutions/FA
 3/03/14  United States Steel Corp.         8-K:5,9     2/25/14    4:362K
 2/25/14  United States Steel Corp.         10-K       12/31/13  157:33M
 1/31/14  United States Steel Corp.         8-K:5,9     1/27/14    2:111K
10/29/13  United States Steel Corp.         10-Q        9/30/13  105:14M
 5/30/13  United States Steel Corp.         8-K:5,9     5/28/13    3:137K                                   Toppan Merrill/FA
 7/02/12  United States Steel Corp.         8-K:5,9     6/28/12    7:201K                                   Donnelley … Solutions/FA
 2/28/12  United States Steel Corp.         10-K       12/31/11  154:20M                                    Donnelley … Solutions/FA
 4/26/11  United States Steel Corp.         10-Q        3/31/11   89:8.2M                                   Donnelley … Solutions/FA
 3/12/10  United States Steel Corp.         DEF 14A     4/27/10    1:1.4M                                   Donnelley … Solutions/FA
 5/22/07  United States Steel Corp.         8-K:1,2,9   5/21/07    6:849K                                   Toppan Merrill/FA
 2/27/07  United States Steel Corp.         10-K       12/31/06   16:3.6M                                   Donnelley … Solutions/FA
 3/11/05  United States Steel Corp.         DEF 14A     4/26/05    1:558K                                   Toppan Merrill-FA
Top
Filing Submission 0001163302-24-000009   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Mon., Apr. 29, 5:37:02.4am ET