United States Steel Corporation · NYSE:X

United States Steel — Merger or Acquisition (August 2023)

22 slides from United States Steel's merger presentation, Aug 14, 2023

  1. Slide 1: Cleveland-Cliffs and U.S. Steel: Creation of a New Leader in Steel

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved. CLEVELAND-CLIFFS AND U.S. STEEL Creation of a New Leader in Steel AUGUST 2023 EXHIBIT 99.2

  2. Slide 2: Forward-Looking Statements and Important Information

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.2 FORWARD-LOOKING STATEMENTS AND IMPORTANT INFORMATION This presentation contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws. All statements other than historical facts, including, without

  3. Slide 3: Delivery of Highly Compelling Proposal to U.S. Steel Shareholders

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.3 1. Transaction value based on 30-day VWAP of Cleveland-Cliffs common stock DELIVERY OF HIGHLY COMPELLING PROPOSAL TO U.S. STEEL SHAREHOLDERS • Transaction valued at approximately $10 billion1 – $17.50 per share in cash – Exchange ratio of 1.023 shar

  4. Slide 4: Creation of a New Leader in Steel

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.4 Creates the only American steel company to be a member of the Top 10 steelmakers in the world Provides customers and employees a stronger, more innovative, and more competitive domestic U.S. steel producer Union support, limited diligence needs, sig

  5. Slide 5: The Only U.S. Company in the Top Global Producers of Steel

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.5 …AND THE ONLY U.S. COMPANY IN THE TOP 10 GLOBAL PRODUCERS OF STEEL Global Steel Production – Top 20 Steel Producers (million metric tons) Source: Association for Iron & Steel Technology and World Steel Association Note: Reflects 2022 production; IMI

  6. Slide 6: The Most Dynamic, Competitive Steelmaker in North America

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.6 THE MOST DYNAMIC, COMPETITIVE STEELMAKER IN NORTH AMERICA North America Steel Shipments (million net tons)1 1. Represents CY2022A North America steel shipments (in net tons) for each producer listed, except where otherwise noted 2. Excludes U.S. Ste

  7. Slide 7: Highly Complementary Operational Footprint in North America

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.7 DELIVERS HIGHLY COMPLEMENTARY OPERATIONAL FOOTPRINT IN NORTH AMERICA Iron Ore Metallics BF-BOFs EAFs Finishing/ Downstream Hibbing 7.0Mt Minorca 3.0Mt UTAC 6.0Mt Northshore 5.0Mt Tilden 7.0Mt Minntac 13.5Mt Keetac 5.3Mt Burns Harbor 5.0Mt Indiana Ha

  8. Slide 8: Enhances In-House Raw Materials Capabilities

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.8 ENHANCES IN-HOUSE RAW MATERIALS CAPABILITIES FPT Scrap FPT acquired in 2021 HBI Toledo HBI production started in 2020 Mini Mill BF-BOF Secures prime scrap for EAFs HBI used in blast furnaces

  9. Slide 9: Creates an ESG Leader

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.9 44 42 40 321 35 30 2017 2018 2019 2020 2021 2022 G H G E m is s io n s ( C O 2 e m m t p e r y e a r) CREATES AN ESG LEADER Scope 1 and Scope 2 Emissions Note: Pro forma GHG emissions profile of Cliffs’ current operating footprint 1. 2020 GHG emissi

  10. Slide 10: Delivers Significant Value Creation Potential

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.10 DELIVERS SIGNIFICANT VALUE CREATION POTENTIAL ~$500 million in synergies Cost Synergies Investment Synergies Multiple Expansion Significant synergies from asset and capex optimization Procurement savings (healthcare, raw materials, supplies and fre

  11. Slide 11: Provides Opportunity for Immediate Multiple Expansion

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.11 PROVIDES OPPORTUNITY FOR IMMEDIATE MULTIPLE EXPANSION NTM EBITDA Multiples Over Time Note: NTM EBITDA multiples over the 2 year period ending on 07/28/2023, the initial offer date 5.6x 3.5x - 2.0x 4.0x 6.0x 8.0x Jul-21 Jan-22 Jul-22 Jan-23 Jul-23 C

  12. Slide 12: De-Risks U.S. Steel's Capital Spend

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.12 DE-RISKS U.S. STEEL’S CAPITAL SPEND Near-Term Capital Expenditures ($ millions) Note: Cliffs and U.S. Steel figures represent consensus estimates; market data as of 08/11/2023 1. Free cash flow defined as EBITDA – capex 2. Pro forma free cash flow

  13. Slide 13: Improved Balance Sheet and Financial Profile

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.13 Cliffs expects to maintain existing credit ratings IMPROVED BALANCE SHEET AND FINANCIAL PROFILE Net Leverage1 2.5x ~2.1x Cliffs Pro Forma 1. LTM 06/30/2023 leverage (pro forma includes synergies) Significant pro forma FCF profile to pay down debt i

  14. Slide 14: Cliffs' Consistent Track Record of Transformative Growth

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.14 10X growth over 2 years Annual Revenues $2 billion $5 billion $20 billion $23 billion $44 billion 2019 2020 2021 2022 Pro Forma CLIFFS’ CONSISTENT TRACK RECORD OF TRANSFORMATIVE GROWTH 1 1. Pro forma 2022 revenue

  15. Slide 15: Proven Ability to Deliver Additional Jobs and Re-invest in Critical Materials

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.15 1. Transaction details can be found in SEC Filings 2. Represents total enterprise value; ArcelorMittal USA enterprise value includes assumption of pension/OPEB liabilities and working capital PROVEN ABILITY TO DELIVER ADDITIONAL JOBS AND RE-INVEST

  16. Slide 16: Commitment to Capital Returns

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.16 COMMITMENT TO CAPITAL RETURNS Significant Share Repurchase Program Since 2022 Announced $1 billion share repurchase program in 2022 Repurchased 12.5 million shares in 2022 ~$666 million remaining under current repurchase program1 S h a re C o u n t

  17. Slide 17: Longstanding Focus on Liability Reduction

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.17 $5,312 $5,295 $5,190 $4,621 $4,223 $3,929 $3,500 $4,000 $4,500 $5,000 $5,500 Q4 20 Q2 21 Q4 21 Q2 22 Q4 22 Q2 23 LONGSTANDING FOCUS ON LIABILITY REDUCTION Total Net Debt ($ millions) Historical Net Pension & OPEB ($ millions) ~$1.4 billion reductio

  18. Slide 18: Extremely Strong Relationship with Growing Union Workforce

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.18 EXTREMELY STRONG RELATIONSHIP WITH GROWING UNION WORKFORCE Cliffs Total Number of Employees (‘000) 1.6 7.0 17.8 18.5 19.5 0.9 4.1 7.4 7.9 8.0 2.5 11.1 25.2 26.4 27.5 2019 Post-AK Post-AMUSA Post-FPT Current Union Non-Union % Union Employees 63% 63%

  19. Slide 19: Full Support and Backing of the USW

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.19 FULL SUPPORT AND BACKING OF THE USW

  20. Slide 20: Clear Roadmap to Completion

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.20 CLEAR ROADMAP TO COMPLETION 1. Top 3 and 15 Cliffs shareholders own 24% and 36% of U.S. Steel, respectively 2. Customary public company legal due diligence needed to get to definitive agreement Proposed transaction has the full support and backing

  21. Slide 21: Cliffs' Proposal is Compelling for All Stakeholders

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.21 CLIFFS’ PROPOSAL IS COMPELLING FOR ALL STAKEHOLDERS Combination provides a stronger foundation for critical infrastructure and national security, along with accelerated job creation and economic impact Domestic Economic Security Unwavering commitme

  22. Slide 22: Reserved.

    © 2023 Cleveland-Cliffs Inc. All Rights Reserved.

United States Steel — Merger or Acquisition (August 2023) on 6ix