United States Steel Corporation · NYSE:X
United States Steel — Proxy Contest (February 2025)
29 slides from United States Steel's proxy contest presentation, Feb 19, 2025
Slide 1: Investor Presentation, February 2025
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Slide 2: A U.S. Solution for U.S. Steel
A U.S. Solution for U.S. Steel Prepared by Ancora February 2025
Slide 3: Disclaimer
Disclaimer The materials contained herein (the “Materials”) represent the opinions of Ancora Catalyst Institutional, L.P. (“Ancora Catalyst Institutional”) and the other participants named herein (collectively, the “Investors,” or “we”) and are based on publicly available information with respect to
Slide 4: Disclaimer (Cont.)
Disclaimer (Cont.) HYPOTHETICAL PERFORMANCE DISCLOSURE: Unlike the results shown in an actual performance record, these results do not represent actual trading. Because these trades have not actually been executed, these results may have under- or over-compensated for the impact, if any, of certain
Slide 5: What We'll Cover Today
What We’ll Cover Today ∂ What has gone wrong at U.S. Steel ∂ Why shareholders can’t trust the current leadership team ∂ Why a U.S. solution is right for U.S. Steel ∂ Q&A 4
Slide 6: CEO David Burritt and the Board Have Sent U.S. Steel Down a Dead End
CEO David Burritt and the Board Have Sent U.S. Steel Down a Dead End Despite being able to terminate the deal and collect a $565 million breakup fee, leadership continues pursuing its own failed agenda. Jan. 3, 2025 Feb. 13, 2025 Feb. 14, 2025 President Trump Leadership is blowing money Former Presi
Slide 7: Leadership Lacks the Ability, Vision and Will to Oversee a Turnaround
Leadership Lacks the Ability, Vision and Will to Oversee a Turnaround The results speak for themselves: Mr. Burritt and the senior leadership team have failed at running the business. U.S. Steel vs. Peers: Key Performance Metrics1 Mismanaged Big River expansion, resulting in cost overruns Q1 2021 –
Slide 8: U.S. Steel Has a Bleak Future Under Mr. Burritt
U.S. Steel Has a Bleak Future Under Mr. Burritt Mr. Burritt’s contingency plan for the dead deal includes shutting down valuable mills and cutting jobs. “ CEO David Burritt said the nearly $3 billion that Japan-based Nippon Steel has pledged to invest in the Pittsburgh company’s older mills is criti
Slide 9: Why the Board Can't Be Trusted to Save U.S. Steel
Why the Board Can’t Be Trusted to Save U.S. Steel ∂ Now facing opposition by President Trump, the deal has no chance of being resurrected ∂ Rather than accept that the deal is dead and collect the breakup fee, the Board and management are pursuing costly litigation ∂ U.S. Steel does not need a deal
Slide 10: Part I. Management's Projections Are Unreliable and Unrealistic
Part I. Management’s Projections Are Unreliable and Unrealistic
Slide 11: Management's Projections Are Unreliable
Management’s Projections Are Unreliable The Company has continually missed its own projections on key operational metrics by wide margins. Revenue ($ in billions) Adjusted EBITDA ($ in billions) $18.0 $2.5 $17.0 $2.0 -11.6% -51.2% $16.0 $1.5 $15.0 $1.0 $17.7 $15.6 $2.4 $1.2 $14.0 $0.5 X Dec. 2023 Pr
Slide 12: Management's Projections Appear to Ignore Key Assumptions
Management’s Projections Appear to Ignore Key Assumptions • If CapEx is implemented as forecast, maintenance will be underinvested, equipment age will rise and NAFR shipments will decline • If production complexity increases, as called for by management, yield loss will become more significant and m
Slide 13: Management's Projections Are Unrealistic
Management’s Projections Are Unrealistic Under realistic assumptions, the Company will miss its revenue and EBITDA forecasts. Revenue ($ in billions) EBITDA ($ in billions) $18.2 $3.1 $3.0 $18.0 $17.9 $3.0 $17.7 $2.5 $17.0 $2.4 $17.0 $16.7 $16.4 $2.0 $2.0 $1.9 $16.0 $15.6 $1.5 $1.5 $1.2 $15.0 $14.9
Slide 14: Management's Projections Are Unrealistic (Cont.)
Management’s Projections Are Unrealistic (Cont.) Under realistic assumptions, the Company’s spending will outpace its expectations. CapEx ($ in billions) $2.5 $2.3 $1.5 $1.5 $1.5 $1.0 $1.0 $0.9 $0.8 $0.8 $0.8 $0.5 X Dec. 2023 Proxy Consensus Avg. Actual X Dec. 2023 Proxy Consensus Avg. Assumptions X
Slide 15: The Board is Distorting U.S. Steel's Valuation by Clinging to a Dead Deal
The Board is Distorting U.S. Steel’s Valuation by Clinging to a Dead Deal Unfortunately, U.S. Steel’s expected revenue growth and earnings power do not warrant a premium valuation to peers. Unaffected EV / EBITDA 8.0x ∂ Historically, U.S. Steel was valued at a discount to peers U.S. Steel Average Di
Slide 16: Part II. Our Solution is the Right One for U.S. Steel
Part II. Our Solution is the Right One for U.S. Steel
Slide 17: The Stelco Turnaround is U.S. Steel's Best Blueprint for Success
The Stelco Turnaround is U.S. Steel’s Best Blueprint for Success Our slate’s vision includes installing Alan Kestenbaum, a steel industry legend who executed a successful turnaround at Stelco, as a replacement for Mr. Burritt. Since Stelco’s IPO; Cumulative Return vs. Peers and the Broader Metals &
Slide 18: Stelco Outperformed U.S. Steel Despite Headwinds
Stelco Outperformed U.S. Steel Despite Headwinds Under Mr. Kestenbaum’s leadership, Stelco continuously outperformed U.S. Steel despite facing tariff headwinds and taking on major CapEx projects. U.S. Steel vs. Stelco EBITDA Margins (%) 60% 50% 50% 40% 34% 30% 28% 25% 26% 20% 21% 19% 20% 17% 12% 13%
Slide 19: A Realistic Path to Making U.S. Steel Great Again
A Realistic Path to Making U.S. Steel Great Again The Ancora slate and Mr. Kestenbaum are prepared to take the following steps: ∂ Identify and implement asset optimization strategies and efficiencies Significantly reduce management and SG&A expenses, doing away with the Company’s top-heavy structure
Slide 20: Part III. Questions & Answers
Part III. Questions & Answers
Slide 21: Item: Material Published on X.com, February 2025
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Slide 22: Make U.S. Steel Great Again social post
com, Make U.S. Steel Great Again @ (x1) — @MakeUSSGreat Ancora Alternatives President Jim Chadwick and steel industry legend Alan Kestenbaum hosted an investor conference call, “A U.S. Solution for U.S. Steel,” detailing why @U_S Stee! does not have the right leadership team in place and how Ancora’
Slide 23: Item: Email sent to subscribers of makeussteelgreatagain.com
ITEM : (0$,/6(177268%6&5,%(562) WWW.MAKEUSSTEELGREATAGAIN.COM )(%58$5<
Slide 24: Fellow Stakeholder email
Fellow Stakeholder: Today, Ancora Alternatives President Jim Chadwick and steel industry legend Alan Kestenbaum hosted an investor conference call, “A U.S. Solution for U.S. Steel,” detailing why U.S. Steel does not have the right leadership team in place and how Ancora's slate can turn around a sta
Slide 25: Ancora address and unsubscribe footer
44 W 37th St New York, NY 10018, United States Unsubscribe or Manage Preferences
Slide 26: Item: Materials Published on makeussteelgreatagain.com
ITEM : MATERIALS PUBLISHED ON WWW.MAKEUSSTEELGREATAGAIN.COM )(%58$5<, 2025
Slide 27: Make U.S. Steel Great Again website
MAKE U.S. STEEL GREAT AGAIN HOME — RESOURCES: Watch the Replay: A U.S. Solution for U.S. Steel ft. Alan Kestenbaum and Jim Chadwick — MAKE U.S. STEEL GREAT AGAIN Ancora believes leadership has pursued a risky sale to Nippon at the expense of financial and operational performance, leaving U.S. Steel
Slide 28: Website Resources page
MAKE U.S. STEEL GREAT AGAIN HOME — RESOURCES Resources Important Materials Presentation: A U.S. Solution for U.S. Steel FEBRUARY 19, 2025 / INVESTOR WEBINAR Presentation Replay: A U.S. Solution for U.S. Steel FEBRUARY 19, 2025 / VIDEO 220 Demand Letter FEBRUARY 18, 2025 / ANCORA TO U.S. STEEL Ancora
Slide 29: Make U.S. Steel Great Again website footer
aareopagita@longacresquare.com MAKE U.S. STEEL GREAT AGAIN H Resources