Obligation United States Steels 7.375% ( US912909AF50 ) en USD

United States Steels

100 % ⇌

Etas-Unis

US912909AF50 ( en USD )

7.375% par an ( paiement semestriel )

01/04/2020 - Obligation échue

Prospectus brochure de l'obligation United States Steel US912909AF50 en USD 7.375%, échue

1 000 USD

600 000 000 USD

912909AF5

N/A

United States Steel Corporation est une entreprise sidérurgique intégrée américaine produisant et vendant une large gamme de produits en acier, notamment des tôles, des barres, des tubes et des poutrelles, pour divers secteurs d'activité.

L'Obligation émise par United States Steels ( Etas-Unis ) , en USD, avec le code ISIN US912909AF50, paye un coupon de 7.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2020

Prospectus Supplement
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424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-165054

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities Offered

Registered

Per Unit

Offering Price
Registration Fee(1)
7 3/8% Senior Notes

$600,000,000
99.125%
$594,750,000
$42,406

(1) The filing fee of $42,406 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 24, 2010)
$600,000,000

7 3/8% Senior Notes due 2020

We are offering $600.0 million aggregate principal amount of 7 3/8% Senior Notes due April 1, 2020 (the "notes").
We will pay interest on the notes on April 1 and October 1 of each year, beginning on October 1, 2010. The notes will mature
on April 1, 2020. We may redeem some or all of the notes at the redemption price described in this prospectus supplement. If
a change of control triggering event as described in this prospectus supplement under the heading "Description of the
Notes--Change of Control Offer" occurs, we may be required to offer to purchase the notes from the holders.
The notes will be our senior and unsecured obligations and will rank equally in right of payment with all of our other
existing and future senior indebtedness and senior in right of payment to all of our existing and future subordinated
indebtedness. The notes will be structurally subordinated to any of our existing and future secured indebtedness to the extent
of the value of the collateral securing such indebtedness, including all borrowings under our senior secured revolving credit
facility. The notes will be structurally subordinated to all liabilities of our subsidiaries.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 of this
prospectus supplement.

Per

Note

Total
Public offering price (1)

99.125%
$594,750,000
Underwriting discount

2.000%
$ 12,000,000
Proceeds, before expenses, to us (1)

97.125%
$582,750,000
(1) Plus accrued interest from March 19, 2010, if settlement occurs after that date
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company
for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and
Clearstream Banking, société anonyme, on or about March 19, 2010.

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Joint Book-Running Managers
BofA Merrill Lynch
Barclays Capital
Goldman, Sachs & Co.
J.P. Morgan
Morgan Stanley
Co-Lead Managers

Credit Suisse
UBS Investment Bank
Co-Managers

BNY Mellon Capital Markets, LLC
Citi
Commerzbank Corporates & Markets
ING
PNC Capital Markets LLC
RBS

Scotia Capital

The date of this prospectus supplement is March 16, 2010.
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Table of Contents
In making your investment decision, you should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have not, and the underwriters have
not, authorized anyone to provide you with additional or different information. If anyone provides you with different
or inconsistent information, you should not rely on it. We are not making an offer of these securities in any
jurisdiction where the offer is not permitted. You should not assume that the information contained in or
incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any time
subsequent to the date of such information.
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement

S-ii
Summary

S-1
Risk Factors

S-5
Use of Proceeds

S-7
Ratio of Earnings to Fixed Charges

S-7
Capitalization

S-8
Description of the Notes

S-9
Certain U.S. Federal Income Tax Considerations
S-21
Underwriting
S-26
Legal Matters
S-31
Experts
S-31
Prospectus
About this Prospectus

1
Where You Can Find More Information

1
Incorporation of Certain Information by Reference

1
Forward-looking Statements

2
The Company

3
Risk Factors

4
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
4
Use of Proceeds

5
Description of the Debt Securities

5
Description of Capital Stock

12
Description of Depositary Shares

18
Description of Warrants

21
Description of Convertible or Exchangeable Securities

22
Description of Stock Purchase Contracts and Stock Purchase Units

22
Plan of Distribution

22
Legal Matters

24
Experts

24

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms
of this offering and certain other matters relating to United States Steel Corporation. The second part, the accompanying
prospectus, gives more general information about securities we may offer from time to time, some of which do not apply to
this offering. Generally, when we refer to the prospectus, we are referring to both parts of this document combined. If the
description in the prospectus supplement differs from the description in the accompanying prospectus, the description in the
prospectus supplement supersedes the description in the accompanying prospectus.

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SUMMARY
The following information supplements, and should be read together with, the information contained or
incorporated by reference in other parts of this prospectus supplement and the accompanying prospectus. This summary
highlights selected information from the prospectus supplement and the accompanying prospectus. As a result, it does
not contain all of the information you should consider before investing in the notes. You should carefully read this
prospectus supplement and the accompanying prospectus, including the documents incorporated by reference in it,
which are described following the caption "Incorporation of Certain Information by Reference" in the accompanying
prospectus.
Unless the context otherwise requires, references in this prospectus supplement to the "Company," "U. S.
Steel," "we," "us" and "our" are to United States Steel Corporation and its subsidiaries. References to $ or US$ are to
U.S. dollars, references to are to the European Community euro and references to C$ are to Canadian dollars.
See "Risk Factors" in this prospectus supplement and in our annual report on Form 10-K for the year ended
December 31, 2009, for factors that you should consider before investing in the notes, and "Forward-Looking
Statements" in the accompanying prospectus for information relating to statements contained in this prospectus
supplement that are not historical facts.
The Company
U. S. Steel is an integrated steel producer of flat-rolled and tubular products with major production operations in
North America and Europe. An integrated producer uses iron ore and coke as primary raw materials for steel production.
We have annual raw steel production capability of 24.3 million net tons in North America and 7.4 million net tons in
Europe. U. S. Steel is also engaged in other business activities, most of which are related to steelmaking operations,
including the production of coke and iron ore pellets, and transportation services (railroad and barge operations), real
estate operations, and engineering consulting services.

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THE OFFERING
The following summary contains basic information about this offering. The summary is not intended to be
complete. You should read the full text and more specific details contained elsewhere in this prospectus supplement. For
a more detailed description of the notes, see "Description of the Notes."
Issuer
United States Steel Corporation
Notes Offered
$600.0 million aggregate principal amount of the notes
Maturity
April 1, 2020
Interest Rate
The notes will bear interest at 7.375% per annum. All interest on the notes
will accrue from March 19, 2010.
Interest Payment Dates
Interest is payable on the notes on April 1 and October 1 of each year,
beginning on October 1, 2010.
Mandatory Offer to Repurchase
If a change of control triggering event as described in this prospectus
supplement under the heading "Description of the Notes--Change of
Control Offer" occurs, we may be required to offer to purchase the notes
from the holders.
Optional Redemption
We may redeem the notes, at any time in whole, or from time to time in
part, at the "make whole" redemption price. See "Description of the
Notes--Optional Redemption."
Ranking
The notes will be our senior and unsecured obligations and will rank
equally with all of our other existing and future senior and unsecured
indebtedness. The notes will effectively rank junior to any of our existing
and future secured indebtedness to the extent of the assets securing such
indebtedness, and will be structurally subordinated to any indebtedness
and other liabilities of our subsidiaries.
Other Debt outstanding
As of December 31, 2009, we had an aggregate of approximately $2,980
million of senior indebtedness outstanding (including approximately
$2,463 million of senior notes, $458 million of obligations relating to
environmental revenue bonds, and $59 million of obligations under capital
leases and other debt, excluding intercompany liabilities).
After giving effect to this offering and the use of net proceeds therefrom,
we would have an aggregate of approximately $3,580 million of senior
indebtedness, excluding intercompany liabilities.
U. S. Steel has a $500 million Receivables Purchase Agreement with
financial institutions that expires in September 2010. As of December 31,
2009, U. S. Steel had more than $500 million of eligible receivables, none
of which were sold.

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U. S. Steel has a $750 million revolving credit facility with a consortium
of lenders that includes a security interest in the majority of our domestic
inventory, certain accounts receivable and related collateral and will expire
in May 2012 (the "Credit Facility"). As of December 31, 2009, there were
no amounts drawn under the Credit Facility, and inventory levels
supported the full $750 million of availability under the facility. Since
availability was greater than $112.5 million, compliance with the fixed
charge coverage ratio covenant was not applicable. However, based on the
most recent four quarters, as of December 31, 2009, we would not meet
this covenant if we were to borrow more than $637.5 million.
As of December 31, 2009, U. S. Steel Canada had C$150 million
(approximately $142 million) outstanding under a note to the Province of
Ontario.
At December 31, 2009, U. S. Steel Kosice ("USSK") had 200 million
(approximately $288 million) borrowed under a three-year revolving credit
facility that expires in July 2011.
At December 31, 2009, USSK had no borrowings against its 40 million,
20 million and 10 million credit facilities (which in total approximated
$101 million) and the availability was approximately $93 million due to
approximately $8 million of customs and other guarantees outstanding,
respectively. The 40 million and 10 million credit facilities expire in
October 2012 and January 2011, respectively. The 20 million credit
facility expires in December 2012.
At December 31, 2009, U. S. Steel Serbia, d.o.o. ("USSS") had no
borrowings against its credit facilities, which include a 40 million
revolving credit facility and an 800 million Serbian dinar overdraft facility
(which in total approximated $69 million). The credit facilities are secured
by, and availability is limited to the value of, USSS's inventory of finished
and semi-finished goods. These credit facilities expire in August 2010. At
December 31, 2009, there were no borrowings under these facilities and
the availability was approximately 39 million (approximately $55
million).
Covenants
We will issue the notes under a senior indenture with The Bank of New
York Mellon Trust Company N.A., as trustee. The senior indenture will,
among other things, restrict our ability and the ability of certain of our
subsidiaries to:

· create liens on any Principal Property or shares of stock or other equity

interests of a Subsidiary that owns any Principal Property to secure
indebtedness;

· engage in sale and leaseback transactions with respect to any Principal

Property; and

· consolidate, merge or transfer all or substantially all of U. S. Steel's

assets.

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These covenants are subject to important exceptions and qualifications that
are described in "Description of the Notes--Covenants."

Additional Notes
The senior indenture governing the notes will provide for unlimited
issuances of additional notes. See "Description of the Notes--Additional
Issuances."
Book Entry Form Only
The notes will be issued in book-entry form and will be represented by one
or more permanent global certificates deposited with, or on behalf of, DTC
and registered in the name of a nominee of DTC. Beneficial interests in
any of the notes will be shown on, and transfers will be effected only
through, records maintained by DTC or its nominee, and any such interest
may not be exchanged for certificated securities.
Use of Proceeds
The net proceeds from the sale of the notes in this offering are estimated to
be approximately $582 million, after deducting underwriting discounts and
our expenses. We intend to use the net proceeds from the sale of the notes
for general corporate purposes. See "Use of Proceeds."
Risk Factors
See "Risk Factors" and the other information included or incorporated by
reference in this prospectus supplement for a discussion of certain factors
you should carefully consider before deciding to invest in the notes.

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RISK FACTORS
Before investing in the notes, you should carefully consider the risks set forth in Item 1A of our annual report on
Form 10-K for the year ended December 31, 2009, as well as the following risks. The following risks are not the only ones
facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business
operations or the value of the notes.
Risks Related to an Investment in the Notes
The notes do not impose any limitations on our ability to incur additional debt or other obligations.
The senior indenture governing the notes does not restrict the future incurrence of secured indebtedness, unsecured
indebtedness, guarantees or other obligations. Except for the limitations in granting liens or entering into sales and leasebacks
of certain assets we currently own within the definition of "Principal Property", the senior indenture does not restrict our
ability to grant liens on our assets or to engage in sale and leaseback transactions. See "Description of the Notes--Limitation
on Liens" and "Description of the Notes--Limitation on Sale and Leaseback Transactions."
The notes will be effectively junior to the Credit Facility and any other secured indebtedness that we may issue in the
future.
The notes are unsecured. Holders of our secured debt that we may issue in the future may foreclose on the assets
securing such debt, reducing the cash flow from the foreclosed property available for payment of unsecured debt, including
the notes. We have granted the lenders under the Credit Facility a first lien on the majority of our domestic inventories and
certain accounts receivable. Holders of our secured debt also would have priority over unsecured creditors in the event of our
bankruptcy, liquidation or similar proceeding to the extent of the value of the collateral securing such indebtedness. As a
result, the notes will be effectively junior to the Credit Facility, secured obligations under capital leases and any secured debt
that we may issue in the future.
The notes are obligations exclusively of U. S. Steel and not of our subsidiaries, and payment to holders of the notes will be
structurally subordinated to the claims of our subsidiaries' creditors.
The notes are not guaranteed by any of our subsidiaries. As a result, liabilities, including indebtedness or guarantees
of indebtedness, of each of our subsidiaries, will rank effectively senior to the indebtedness represented by the notes, to the
extent of such subsidiary's assets. As of December 31, 2009, our subsidiaries had an aggregate of approximately $430
million of indebtedness outstanding, including C$150 million (approximately $142 million) due to the Province of Ontario
and 200 million (approximately $288 million) due under the USSK revolving credit facility.
The definition of a Change of Control requiring us to repurchase the notes is limited, and the market price of the notes
may decline if we enter into a transaction that is not a Change of Control under the senior indenture governing the notes.
The term Change of Control (as defined in the senior indenture) is limited in its scope and does not include many
events that might cause the market price of the notes to decline. Furthermore, we are required to repurchase notes of each
series upon a Change of Control only if, as a result of such Change of Control, the notes receive certain reductions in ratings,
and the Rating Agencies assigning the ratings expressly link the reductions in ratings to the Change of Control. As a result,
our obligation to repurchase the notes upon the occurrence of a Change of Control is limited and may not preserve the value
of the notes in the event of a highly leveraged transaction, reorganization, merger or similar transaction. If we experience a
Change of Control, we may not have sufficient funds or be permitted under the terms of our debt instruments to repurchase
the notes. See "Description of the Notes--Change of Control Offer."

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Certain of our other creditors, such as the lenders under our Credit Facility, and the United Steelworkers have
broader change of control protection, and the senior indenture governing the notes does not restrict our ability to agree to
change of control provisions or to enter into transactions that would constitute a change of control under the notes or in any
other agreement into which we may enter.
There is no public market for the notes, which could limit their market price or your ability to sell them.
The notes are a new issue of securities for which there currently is no trading market. As a result, a market may not
develop for any series of notes and you may not be able to sell your notes. Any notes that are traded after their initial issuance
may trade at a discount from their initial offering price. Future trading prices of the notes will depend on many factors,
including prevailing interest rates, the market for similar securities, general economic conditions and our financial condition,
performance and prospects. Accordingly, you may be required to bear the financial risk of an investment in the notes for an
indefinite period of time. We do not intend to apply for listing or quotation of the notes on any securities exchange or
automated quotation system. While the underwriters may make a market in the notes they are not required to do so and
consequently any market making with respect to the notes may be discontinued at any time without notice. Even if the
underwriters make a market in the notes the liquidity of such a market may be limited. See "Underwriting."

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