United States Steel Corporation Reports Third Quarter 2024 Results
-
Third quarter 2024 net earnings of
$119 million , or$0.48 per diluted share.
-
Third quarter 2024 adjusted net earnings of
$140 million , or$0.56 per diluted share.
-
Third quarter 2024 adjusted EBITDA of
$319 million .
Commenting on the Company’s third quarter performance, U. S. Steel President and Chief Executive Officer,
Commenting on the Company’s strategic initiatives, Burritt continued, “We are very pleased to announce that we achieved first coil at
Commenting on the Company’s transaction with Nippon Steel Corporation, Burritt noted, “We continue to work towards closing by year-end. Importantly, in September, the
Q4 2024 Outlook
We expect fourth quarter adjusted EBITDA in the range of
Earnings Highlights |
|
|
||||||||||
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
(Dollars in millions, except per share amounts) |
2024 |
2023 |
2024 |
2023 |
||||||||
|
$ |
3,853 |
|
$ |
4,431 |
|
$ |
12,131 |
|
$ |
13,909 |
|
Segment earnings (loss) before interest and income taxes |
|
|
|
|
||||||||
Flat-Rolled |
$ |
106 |
|
$ |
225 |
|
$ |
323 |
|
$ |
449 |
|
|
|
(28 |
) |
|
42 |
|
|
99 |
|
|
186 |
|
U. S. Steel |
|
7 |
|
|
(13 |
) |
|
13 |
|
|
25 |
|
Tubular |
|
(4 |
) |
|
87 |
|
|
82 |
|
|
476 |
|
Other |
|
3 |
|
|
7 |
|
|
(3 |
) |
|
(2 |
) |
Total segment earnings before interest and income taxes |
$ |
84 |
|
$ |
348 |
|
$ |
514 |
|
$ |
1,134 |
|
Other items not allocated to segments |
|
(36 |
) |
|
(71 |
) |
|
(131 |
) |
|
(104 |
) |
Earnings before interest and income taxes |
$ |
48 |
|
$ |
277 |
|
$ |
383 |
|
$ |
1,030 |
|
Net interest and other financial benefits |
|
(61 |
) |
|
(64 |
) |
|
(174 |
) |
|
(182 |
) |
Income tax (benefit) expense |
|
(10 |
) |
|
42 |
|
|
84 |
|
|
237 |
|
Net earnings |
$ |
119 |
|
$ |
299 |
|
$ |
473 |
|
$ |
975 |
|
Earnings per diluted share |
$ |
0.48 |
|
$ |
1.20 |
|
$ |
1.88 |
|
$ |
3.86 |
|
|
|
|
|
|
||||||||
Adjusted net earnings (a) |
$ |
140 |
|
$ |
350 |
|
$ |
557 |
|
$ |
1,028 |
|
Adjusted net earnings per diluted share (a) |
$ |
0.56 |
|
$ |
1.40 |
|
$ |
2.21 |
|
$ |
4.07 |
|
Adjusted earnings before interest, income taxes, depreciation and amortization (EBITDA) (a) |
$ |
319 |
|
$ |
578 |
|
$ |
1,176 |
|
$ |
1,809 |
|
(a) Please refer to the non-GAAP Financial Measures section of this document for the reconciliation of these amounts. |
|
|||||||||||||
PRELIMINARY SUPPLEMENTAL STATISTICS (Unaudited) |
|||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
|
2024 |
|
|
2023 |
|
OPERATING STATISTICS |
|
|
|
|
|
||||||||
Average realized price: ($/net ton unless otherwise noted) (a) |
|
|
|
|
|
||||||||
Flat-Rolled |
|
993 |
|
|
1,036 |
|
|
|
1,030 |
|
|
1,045 |
|
|
|
800 |
|
|
901 |
|
|
|
880 |
|
|
898 |
|
U. S. Steel |
|
802 |
|
|
852 |
|
|
|
818 |
|
|
910 |
|
U. S. Steel |
|
730 |
|
|
783 |
|
|
|
753 |
|
|
840 |
|
Tubular |
|
1,805 |
|
|
2,927 |
|
|
|
2,062 |
|
|
3,422 |
|
|
|
|
|
|
|
||||||||
Steel shipments (thousands of net tons): (a) |
|
|
|
|
|
||||||||
Flat-Rolled |
|
1,905 |
|
|
2,159 |
|
|
|
5,999 |
|
|
6,672 |
|
|
|
602 |
|
|
561 |
|
|
|
1,732 |
|
|
1,807 |
|
U. S. Steel |
|
899 |
|
|
958 |
|
|
|
2,846 |
|
|
2,875 |
|
Tubular |
|
110 |
|
|
104 |
|
|
|
333 |
|
|
346 |
|
Total steel shipments |
|
3,516 |
|
|
3,782 |
|
|
|
10,910 |
|
|
11,700 |
|
|
|
|
|
|
|
||||||||
Intersegment steel (unless otherwise noted) shipments (thousands of net tons): |
|
|
|
|
|
||||||||
|
|
84 |
|
|
145 |
|
|
|
288 |
|
|
370 |
|
Flat-Rolled to |
|
2 |
|
|
2 |
|
|
|
3 |
|
|
2 |
|
Flat-Rolled to |
|
83 |
|
|
95 |
|
|
|
248 |
|
|
210 |
|
Flat-Rolled to USSE (coal) |
|
— |
|
|
174 |
|
|
|
258 |
|
|
632 |
|
|
|
|
|
|
|
||||||||
Raw steel production (thousands of net tons): |
|
|
|
|
|
||||||||
Flat-Rolled |
|
2,107 |
|
|
2,390 |
|
|
|
6,290 |
|
|
7,312 |
|
|
|
732 |
|
|
693 |
|
|
|
2,174 |
|
|
2,201 |
|
U. S. Steel |
|
970 |
|
|
990 |
|
|
|
3,029 |
|
|
3,295 |
|
Tubular |
|
159 |
|
|
111 |
|
|
|
422 |
|
|
411 |
|
|
|
|
|
|
|
||||||||
Raw steel capability utilization: (b) |
|
|
|
|
|
||||||||
Flat-Rolled |
|
63 |
% |
|
72 |
% |
|
|
63 |
% |
|
74 |
% |
|
|
88 |
% |
|
83 |
% |
|
|
88 |
% |
|
89 |
% |
U. S. Steel |
|
77 |
% |
|
79 |
% |
|
|
81 |
% |
|
88 |
% |
Tubular |
|
70 |
% |
|
49 |
% |
|
|
62 |
% |
|
61 |
% |
|
|
|
|
|
|
||||||||
CAPITAL EXPENDITURES (dollars in millions) |
|
|
|
|
|
||||||||
Flat-Rolled |
|
114 |
|
|
132 |
|
|
|
378 |
|
|
375 |
|
|
|
364 |
|
|
423 |
|
|
|
1,302 |
|
|
1,474 |
|
U. S. Steel |
|
27 |
|
|
24 |
|
|
|
82 |
|
|
66 |
|
Tubular |
|
6 |
|
|
7 |
|
|
|
20 |
|
|
24 |
|
Other Businesses |
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
Total |
$ |
511 |
|
$ |
586 |
|
|
$ |
1,782 |
|
$ |
1,939 |
|
(a) Excludes intersegment shipments. |
|||||||||||||
(b) Based on annual raw steel production capability of 13.2 million net tons for Flat-Rolled, 3.3 million net tons for |
|||||||||||||
|
|
|||||||||||||
CONDENSED STATEMENT OF OPERATIONS (Unaudited) |
|||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
(Dollars in millions, except per share amounts) |
|
2024 |
|
|
2023 |
|
|
|
2024 |
|
|
2023 |
|
|
$ |
3,853 |
|
$ |
4,431 |
|
|
$ |
12,131 |
|
$ |
13,909 |
|
|
|
|
|
|
|
||||||||
Operating expenses (income): |
|
|
|
|
|
||||||||
Cost of sales |
|
3,448 |
|
|
3,838 |
|
|
|
10,742 |
|
|
11,952 |
|
Selling, general and administrative expenses |
|
104 |
|
|
118 |
|
|
|
328 |
|
|
320 |
|
Depreciation, depletion and amortization |
|
235 |
|
|
230 |
|
|
|
662 |
|
|
675 |
|
Earnings from investees |
|
(17 |
) |
|
(51 |
) |
|
|
(76 |
) |
|
(76 |
) |
Asset impairment charges |
|
— |
|
|
— |
|
|
|
19 |
|
|
4 |
|
Restructuring and other charges |
|
5 |
|
|
18 |
|
|
|
11 |
|
|
21 |
|
Other losses (gains), net |
|
30 |
|
|
1 |
|
|
|
62 |
|
|
(17 |
) |
Total operating expenses |
|
3,805 |
|
|
4,154 |
|
|
|
11,748 |
|
|
12,879 |
|
|
|
|
|
|
|
||||||||
Earnings before interest and income taxes |
|
48 |
|
|
277 |
|
|
|
383 |
|
|
1,030 |
|
Net interest and other financial benefits |
|
(61 |
) |
|
(64 |
) |
|
|
(174 |
) |
|
(182 |
) |
|
|
|
|
|
|
||||||||
Earnings before income taxes |
|
109 |
|
|
341 |
|
|
|
557 |
|
|
1,212 |
|
Income tax (benefit) expense |
|
(10 |
) |
|
42 |
|
|
|
84 |
|
|
237 |
|
|
|
|
|
|
|
||||||||
Net earnings |
|
119 |
|
|
299 |
|
|
|
473 |
|
|
975 |
|
Less: Net earnings attributable to noncontrolling interests |
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
Net earnings attributable to |
$ |
119 |
|
$ |
299 |
|
|
$ |
473 |
|
$ |
975 |
|
|
|
|
|
|
|
||||||||
COMMON STOCK DATA: |
|
|
|
|
|
||||||||
Net earnings per share attributable to United States Steel Corporation Stockholders |
|
|
|
|
|
||||||||
Basic |
$ |
0.53 |
|
$ |
1.34 |
|
|
$ |
2.10 |
|
$ |
4.33 |
|
Diluted |
$ |
0.48 |
|
$ |
1.20 |
|
|
$ |
1.88 |
|
$ |
3.86 |
|
Weighted average shares, in thousands |
|
|
|
|
|
||||||||
Basic |
|
225,095 |
|
|
223,109 |
|
|
|
224,697 |
|
|
225,311 |
|
Diluted |
|
254,060 |
|
|
253,070 |
|
|
|
254,124 |
|
|
255,080 |
|
Dividends paid per common share |
$ |
0.05 |
|
$ |
0.05 |
|
|
$ |
0.15 |
|
$ |
0.15 |
|
|
||||||
CONDENSED CASH FLOW STATEMENT (Unaudited) |
||||||
|
Nine Months
|
Nine Months
|
||||
(Dollars in millions) |
2024 |
2023 |
||||
Increase (decrease) in cash, cash equivalents and restricted cash |
||||||
Operating activities: |
|
|
||||
Net earnings |
$ |
473 |
|
$ |
975 |
|
Depreciation, depletion and amortization |
|
662 |
|
|
675 |
|
Asset impairment charges |
|
19 |
|
|
4 |
|
Restructuring and other charges |
|
11 |
|
|
21 |
|
Pensions and other postretirement benefits |
|
(99 |
) |
|
(124 |
) |
Active employee benefit investments |
|
51 |
|
|
20 |
|
Deferred income taxes |
|
141 |
|
|
275 |
|
Working capital changes |
|
(204 |
) |
|
227 |
|
Income taxes receivable/payable |
|
(127 |
) |
|
(86 |
) |
Other operating activities |
|
(216 |
) |
|
(276 |
) |
Net cash provided by operating activities |
|
711 |
|
|
1,711 |
|
|
|
|
||||
Investing activities: |
|
|
||||
Capital expenditures |
|
(1,782 |
) |
|
(1,939 |
) |
Proceeds from sale of assets |
|
3 |
|
|
4 |
|
Other investing activities |
|
(5 |
) |
|
— |
|
Net cash used in investing activities |
|
(1,784 |
) |
|
(1,935 |
) |
|
|
|
||||
Financing activities: |
|
|
||||
Issuance of long-term debt, net of financing costs |
|
— |
|
|
241 |
|
Repayment of long-term debt |
|
(46 |
) |
|
(69 |
) |
Common stock repurchased |
|
— |
|
|
(175 |
) |
Other financing activities |
|
(58 |
) |
|
(50 |
) |
Net cash used in financing activities |
|
(104 |
) |
|
(53 |
) |
|
|
|
||||
Effect of exchange rate changes on cash |
|
4 |
|
|
(3 |
) |
|
|
|
||||
Net decrease in cash, cash equivalents and restricted cash |
|
(1,173 |
) |
|
(280 |
) |
Cash, cash equivalents and restricted cash at beginning of year |
|
2,988 |
|
|
3,539 |
|
|
|
|
||||
Cash, cash equivalents and restricted cash at end of period |
$ |
1,815 |
|
$ |
3,259 |
|
|
||||
CONDENSED BALANCE SHEET (Unaudited) |
||||
|
|
|
||
(Dollars in millions) |
2024 |
2023 |
||
Cash and cash equivalents |
$ |
1,773 |
$ |
2,948 |
Receivables, net |
|
1,649 |
|
1,548 |
Inventories |
|
2,039 |
|
2,128 |
Other current assets |
|
305 |
|
319 |
Total current assets |
|
5,766 |
|
6,943 |
|
|
|
||
Operating lease assets |
|
82 |
|
109 |
Property, plant and equipment, net |
|
11,665 |
|
10,393 |
Investments and long-term receivables, net |
|
830 |
|
761 |
Intangibles, net |
|
421 |
|
436 |
|
|
920 |
|
920 |
Other noncurrent assets |
|
949 |
|
889 |
Total assets |
$ |
20,633 |
$ |
20,451 |
|
|
|
||
Accounts payable and other accrued liabilities |
|
2,745 |
|
3,028 |
Payroll and benefits payable |
|
321 |
|
442 |
Short-term debt and current maturities of long-term debt |
|
163 |
|
142 |
Other current liabilities |
|
223 |
|
336 |
Total current liabilities |
|
3,452 |
|
3,948 |
|
|
|
||
Noncurrent operating lease liabilities |
|
51 |
|
73 |
Long-term debt, less unamortized discount and debt issuance costs |
|
4,068 |
|
4,080 |
Employee benefits |
|
124 |
|
126 |
Deferred income tax liabilities |
|
732 |
|
587 |
Other long-term liabilities |
|
535 |
|
497 |
|
|
11,578 |
|
11,047 |
Noncontrolling interests |
|
93 |
|
93 |
Total liabilities and stockholders' equity |
$ |
20,633 |
$ |
20,451 |
|
||||||||||||||||||||
NON-GAAP FINANCIAL MEASURES |
||||||||||||||||||||
RECONCILIATION OF ADJUSTED NET EARNINGS |
||||||||||||||||||||
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||||||
(Dollars in millions) |
2024 |
2023 |
2024 |
2023 |
||||||||||||||||
Net earnings and diluted net earnings per share attributable to |
$ |
119 |
|
$ |
0.48 |
$ |
299 |
|
$ |
1.20 |
$ |
473 |
|
$ |
1.88 |
$ |
975 |
|
$ |
3.86 |
Restructuring and other charges |
|
5 |
|
|
|
18 |
|
|
|
11 |
|
|
|
21 |
|
|
||||
Stock-based compensation expense |
|
10 |
|
|
|
14 |
|
|
|
37 |
|
|
|
37 |
|
|
||||
Asset impairment charges |
|
— |
|
|
|
— |
|
|
|
19 |
|
|
|
4 |
|
|
||||
VEBA asset surplus adjustment |
|
(9 |
) |
|
|
(6 |
) |
|
|
(21 |
) |
|
|
(36 |
) |
|
||||
Environmental remediation charges |
|
1 |
|
|
|
9 |
|
|
|
4 |
|
|
|
11 |
|
|
||||
Strategic alternatives review process costs |
|
18 |
|
|
|
16 |
|
|
|
59 |
|
|
|
16 |
|
|
||||
Granite City idling costs |
|
— |
|
|
|
14 |
|
|
|
— |
|
|
|
14 |
|
|
||||
Other charges, net |
|
2 |
|
|
|
1 |
|
|
|
1 |
|
|
|
2 |
|
|
||||
Adjusted pre-tax net earnings to |
|
146 |
|
|
|
365 |
|
|
|
583 |
|
|
|
1,044 |
|
|
||||
Tax impact of adjusted items (a) |
|
(6 |
) |
|
|
(15 |
) |
|
|
(26 |
) |
|
|
(16 |
) |
|
||||
Adjusted net earnings and diluted net earnings per share attributable to |
$ |
140 |
|
$ |
0.56 |
$ |
350 |
|
$ |
1.40 |
$ |
557 |
|
$ |
2.21 |
$ |
1,028 |
|
$ |
4.07 |
Weighted average diluted ordinary shares outstanding, in millions |
|
254.1 |
|
|
|
253.1 |
|
|
|
254.1 |
|
|
|
255.1 |
|
|
||||
(a) The tax impact of adjusted items for both the three and nine months ended |
|
||||||||||||
NON-GAAP FINANCIAL MEASURES |
||||||||||||
RECONCILIATION OF ADJUSTED EBITDA |
||||||||||||
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
(Dollars in millions) |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
Reconciliation to Adjusted EBITDA |
|
|
|
|
||||||||
Net earnings attributable to |
$ |
119 |
|
$ |
299 |
|
$ |
473 |
|
|
975 |
|
Income tax (benefit) expense |
|
(10 |
) |
|
42 |
|
|
84 |
|
|
237 |
|
Net interest and other financial benefits |
|
(61 |
) |
|
(64 |
) |
|
(174 |
) |
|
(182 |
) |
Depreciation, depletion and amortization expense |
|
235 |
|
|
230 |
|
|
662 |
|
|
675 |
|
EBITDA |
|
283 |
|
|
507 |
|
|
1,045 |
|
|
1,705 |
|
Restructuring and other charges |
|
5 |
|
|
18 |
|
|
11 |
|
|
21 |
|
Stock-based compensation expense |
|
10 |
|
|
14 |
|
|
37 |
|
|
37 |
|
Asset impairment charges |
|
— |
|
|
— |
|
|
19 |
|
|
4 |
|
Environmental remediation charges |
|
1 |
|
|
9 |
|
|
4 |
|
|
11 |
|
Strategic alternatives review process costs |
|
18 |
|
|
16 |
|
|
59 |
|
|
16 |
|
Granite City idling costs |
|
— |
|
|
14 |
|
|
— |
|
|
14 |
|
Other charges, net |
|
2 |
|
|
— |
|
|
1 |
|
|
1 |
|
Adjusted EBITDA |
$ |
319 |
|
$ |
578 |
|
$ |
1,176 |
|
$ |
1,809 |
|
Net earnings margin (a) |
|
3.1 |
% |
|
6.7 |
% |
|
3.9 |
% |
|
7.0 |
% |
Adjusted EBITDA margin (a) |
|
8.3 |
% |
|
13.0 |
% |
|
9.7 |
% |
|
13.0 |
% |
(a) The net earnings and adjusted EBITDA margins represent net earnings or adjusted EBITDA divided by net sales. |
|
|||||||||||||||
NON-GAAP FINANCIAL MEASURES |
|||||||||||||||
RECONCILIATION OF PAST TWELVE MONTHS OF FREE AND INVESTABLE CASH FLOW |
|||||||||||||||
|
4th |
1st |
2nd |
3rd |
|
||||||||||
|
Quarter |
Quarter |
Quarter |
Quarter |
Total of the |
||||||||||
(Dollars in millions) |
2023 |
2024 |
2024 |
2024 |
Four Quarters |
||||||||||
Net cash provided (used) by operating activities |
$ |
389 |
|
$ |
(28 |
) |
$ |
474 |
|
$ |
265 |
|
$ |
1,100 |
|
Net cash used in investing activities |
|
(633 |
) |
|
(645 |
) |
|
(630 |
) |
|
(509 |
) |
|
(2,417 |
) |
Free cash flow |
|
(244 |
) |
|
(673 |
) |
|
(156 |
) |
|
(244 |
) |
|
(1,317 |
) |
Strategic capital expenditures |
|
425 |
|
|
468 |
|
|
468 |
|
|
346 |
|
|
1,707 |
|
Investable free cash flow |
$ |
181 |
|
$ |
(205 |
) |
$ |
312 |
|
$ |
102 |
|
$ |
390 |
|
We present adjusted net earnings, adjusted net earnings per diluted share, earnings before interest, income taxes, depreciation and amortization (EBITDA), adjusted EBITDA and adjusted EBITDA margin, which are non-GAAP measures, as additional measurements to enhance the understanding of our operating performance. We believe that EBITDA, considered along with net earnings, is a relevant indicator of trends relating to our operating performance and provides management and investors with additional information for comparison of our operating results to the operating results of other companies.
Adjusted net earnings and adjusted net earnings per diluted share are non-GAAP measures that exclude the effects of items that include: restructuring and other charges, stock-based compensation expense, asset impairment charges, VEBA asset surplus adjustment, environmental remediation charges, strategic alternatives review process costs, Granite City idling costs, tax impact of adjusted items and other charges, net (Adjustment Items). Adjusted EBITDA and adjusted EBITDA margins are also non-GAAP measures that exclude the effects of certain Adjustment Items. We present adjusted net earnings, adjusted net earnings per diluted share, adjusted EBITDA and adjusted EBITDA margin to enhance the understanding of our ongoing operating performance and established trends affecting our core operations by excluding the effects of events that can obscure underlying trends. U. S. Steel's management considers adjusted net earnings, adjusted net earnings per diluted share, adjusted EBITDA, and adjusted EBITDA margin as alternative measures of operating performance and not alternative measures of the Company's liquidity. U. S. Steel’s management considers adjusted net earnings, adjusted net earnings per diluted share, adjusted EBITDA, and adjusted EBITDA margin useful to investors by facilitating a comparison of our operating performance to the operating performance of our competitors. Additionally, the presentation of adjusted net earnings, adjusted net earnings per diluted share, adjusted EBITDA, and adjusted EBITDA margin provides insight into management’s view and assessment of the Company’s ongoing operating performance because management does not consider the Adjustment Items when evaluating the Company’s financial performance. Adjusted net earnings, adjusted net earnings per diluted share, adjusted EBITDA, and adjusted EBITDA margin should not be considered a substitute for net earnings, earnings per diluted share or other financial measures as computed in accordance with
We also present free cash flow, a non-GAAP measure of cash generated from operations after any investing activity and investable free cash flow, a non-GAAP measure of cash generated from operations after any investing activity adjusted for strategic capital expenditures. We believe that free cash flow and investable free cash flow provide further insight into the Company's overall utilization of cash. A condensed consolidated statement of operations (unaudited), condensed consolidated cash flow statement (unaudited), condensed consolidated balance sheet (unaudited) and preliminary supplemental statistics (unaudited) for U. S. Steel are attached.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This release contains information regarding the Company and Nippon Steel Corporation ("NSC") that may constitute “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws, that are subject to risks and uncertainties. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “target,” “forecast,” “aim,” “should,” “plan,” “goal,” “future,” “will,” “may” and similar expressions or by using future dates in connection with any discussion of, among other things, statements expressing general views about future operating or financial results, operating or financial performance, trends, events or developments that we expect or anticipate will occur in the future, anticipated cost savings, potential capital and operational cash improvements and changes in the global economic environment, the construction or operation of new or existing facilities or capabilities, statements regarding our greenhouse gas emissions reduction goals, as well as statements regarding the proposed transaction between the Company and NSC, including the timing of the completion of the transaction. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements include all statements that are not historical facts, but instead represent only the Company’s beliefs regarding future goals, plans and expectations about our prospects for the future and other events, many of which, by their nature, are inherently uncertain and outside of the Company’s or NSC’s control. It is possible that the Company’s or NSC’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Management of the Company believes that these forward-looking statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. In addition, forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company’s or NSC's historical experience and our present expectations or projections. Risks and uncertainties include without limitation: the ability of the parties to consummate the proposed transaction on a timely basis or at all; the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement and plan of merger relating to the proposed transaction (the “Merger Agreement”); the risk that the parties to the Merger Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company or NSC to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on its operating results and business generally; and the risk the pending proposed transaction could distract management of the Company. The Company directs readers to its Quarterly Report on Form 10-Q for the quarter ended
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Corporate Communications
T - (412) 433-1300
E - media@uss.com
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T - (412) 618-9554
E - ecchieng@uss.com
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