Obligation United States Steel 7.5% ( US912909AG34 ) en USD

United States Steel

100 % ⇌

Etas-Unis

US912909AG34 ( en USD )

7.5% par an ( paiement semestriel )

14/03/2022 - Obligation échue

Prospectus brochure de l'obligation United States Steel US912909AG34 en USD 7.5%, échue

1 000 USD

400 000 000 USD

912909AG3

B ( Très spéculatif )

Caa1 ( Risque élevé )

L'Obligation émise par United States Steel ( Etas-Unis ) , en USD, avec le code ISIN US912909AG34, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2022

L'Obligation émise par United States Steel ( Etas-Unis ) , en USD, avec le code ISIN US912909AG34, a été notée Caa1 ( Risque élevé ) par l'agence de notation Moody's.

L'Obligation émise par United States Steel ( Etas-Unis ) , en USD, avec le code ISIN US912909AG34, a été notée B ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1163302/000119312512112711...
424B2 1 d309931d424b2.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 to be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)
7.500% Senior Notes due 2022

$400,000,000
100.0%

$400,000,000
$45,840

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 24, 2010)

We are offering $400.0 mil ion aggregate principal amount of 7.500% Senior Notes due March 15, 2022 (the "notes").
We wil pay interest on the notes on March 15 and September 15 of each year, beginning on September 15, 2012. The
notes wil mature on March 15, 2022. We may redeem some or al of the notes at the redemption prices set forth 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 wil be our senior and unsecured obligations and wil rank equally in right of payment with all of our existing and
future senior indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness. The
notes wil be structural y 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 wil be structurally subordinated to all liabilities of our subsidiaries.
Investing in the notes involves risks that are described in the "Risk factors" section beginning on page S-5 of
this prospectus supplement.

Per note

Total
Public offering price(1)

100.00000%

$400,000,000
Underwriting discount

1.74125%

$ 6,965,000
Proceeds, before expenses, to us(1)

98.25875%

$393,035,000
(1) Plus accrued interest from March 15, 2012, 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 wil 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 15, 2012.
Joint Book-Running Managers

J.P. Morgan
Barclays Capital
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BofA Merrill Lynch

Credit Suisse

Goldman, Sachs & Co.

Morgan Stanley
Co-Lead Managers
PNC Capital Markets LLC RBS Scotiabank
Senior Co-Managers
Citigroup ING Natixis Wells
Fargo Securities
Co-Managers
BNY Mellon Capital Markets, LLC COMMERZBANK Fifth Third Securities, Inc.
HSBC

Huntington Investment Company

The Williams Capital Group, L.P. SOCIETE GENERALE SMBC Nikko US Bancorp
The date of this prospectus supplement is March 12, 2012.
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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.

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

Material U.S. federal income tax considerations

S-23

Underwriting

S-29

Legal matters

S-33

Experts

S-33

Prospectus

Page
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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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. General y, 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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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, 2011, for factors that you should consider before investing in the notes, and "Forward-looking
statements" in this prospectus supplement 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-rol ed 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. Fol owing the sale of U. S. Steel Serbia d.o.o. on January 31, 2012, U. S. Steel has annual raw steel
production capability of 29.3 mil ion net tons (tons) (24.3 mil ion tons in North America and 5.0 mil ion tons in Europe).
U. S. Steel is also engaged in other business activities consisting primarily of transportation services (railroad and
barge operations) and real estate operations.

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The fol owing summary contains basic information about this offering. The summary is not intended to be complete.
You should read the ful 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
$400.0 mil ion aggregate principal amount of the notes

Maturity
March 15, 2022

Interest rate
The notes wil bear interest at 7.500% per annum. Al interest on the notes wil
accrue from March 15, 2012.

Interest payment dates
Interest is payable on the notes on March 15 and September 15 of each year,
beginning on September 15, 2012.

Mandatory offer to
If a change of control triggering event as described in this prospectus supplement
repurchase
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
On and after March 15, 2017, we may redeem the notes, in whole or in part, at our
option at any time and from time to time at the redemption prices listed under
"Description of the notes--Optional redemption," plus accrued and unpaid interest, if
any, to, but excluding, the date of redemption.

We may also redeem the notes, in whole or in part, at our option at any time and

from time to time prior to March 15, 2017 at a price equal to the greater of:

· 100% of the principal amount of the notes to be redeemed; or

· the sum of the present values of the redemption price of the notes to be redeemed
if they were redeemed on March 15, 2017 and al required interest payments due
on such notes through March 15, 2017, exclusive of interest accrued to the date of

redemption, discounted to the date of redemption on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the applicable Treasury
Yield plus 50 basis points,

plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

Ranking
The notes wil be our senior and unsecured obligations and wil rank equal y with all of
our other existing and future senior and unsecured indebtedness. The notes wil
effectively rank junior to any of our

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existing and future secured indebtedness to the extent of the assets securing such

indebtedness, and wil be structurally subordinated to any indebtedness and other
liabilities of our subsidiaries.

Other debt outstanding
As of December 31, 2011, we had an aggregate of approximately $3,609 mil ion of
senior indebtedness outstanding (consisting of approximately $3,063 mil ion of senior
notes, $455 mil ion of obligations relating to environmental revenue bonds, $70 mil ion
relating to recovery zone facility bonds, and $21 mil ion 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 $3,709 mil ion of senior indebtedness, excluding
intercompany liabilities.

U. S. Steel has a $625 mil ion Receivables Purchase Agreement with financial
institutions that expires in July 2014. As of December 31, 2011, U. S. Steel had more

than $625 mil ion of eligible receivables, $380 mil ion of outstanding borrowings based
on receivables sold to third-party conduits and $245 mil ion available under the
Receivables Purchase Agreement.

U. S. Steel has an $875 mil ion Credit Agreement (the "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 wil expire July 2016.
As of December 31, 2011, there were no amounts drawn under the Credit

Agreement and inventory levels supported the ful $875 mil ion of availability. Under
the Credit Facility, if availability is less than $87.5 mil ion, U. S. Steel must comply
with a fixed charged coverage ratio. Since availability was greater than $87.5 mil ion,
compliance with the fixed charge coverage ratio covenant was not applicable.

At December 31, 2011, U. S. Steel Kosice ("USSK") had 100 mil ion (approximately

$129 mil ion) borrowed under its 200 million (approximately $259 million) revolving
unsecured credit facility which expires in August 2013.

At December 31, 2011, USSK had no borrowings under its 40 million, 20 mil ion
and 20 mil ion unsecured credit facilities (which in total approximated $104 mil ion),
and the availability was approximately $103 mil ion due to approximately $1 mil ion of

customs and other guarantees outstanding. The 40 million facility expires in October
2012 and the 20 mil ion facilities expire in December 2012 and December 2015,
respectively.

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At December 31, 2011, U. S. Steel Canada had C$150 mil ion (approximately $147

mil ion) outstanding under a note (the "Province Note") to the Province of Ontario.

Covenants
We wil issue the notes under a senior indenture with The Bank of New York Mel on
Trust Company N.A., as trustee. The senior indenture wil , 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 leaseback transactions with respect to any Principal Property; and

· consolidate, merge or transfer all or substantial y all of U. S. Steel's assets.

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 wil provide for unlimited issuances of
additional notes. See "Description of the notes--Additional issuances."

Book entry form only
The notes wil be issued in book-entry form and wil 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 wil be shown
on, and transfers wil 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 $392.0 mil ion, after deducting underwriting discounts and our
expenses. We intend to use the net proceeds from the sale of the notes to redeem
our $300.0 mil ion of 5.650% Senior notes due 2013 and 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 careful y
consider before deciding to invest in the notes.

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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, 2011, as well as the following risks. These 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
leaseback 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 sales and leaseback transactions. See "Description of the
notes--Limitations on liens and limitations on sales and leasebacks."
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 our 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 wil be effectively junior to the Credit Facility, secured obligations
under capital leases and any secured debt that we may issue in the future to the extent of the value of the collateral
securing such indebtedness.
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, wil effectively rank senior to the indebtedness represented by the notes, to
the extent of such subsidiary's assets. As of December 31, 2011, our subsidiaries had an aggregate of approximately
$276 mil ion of indebtedness outstanding, including C$150 mil ion (approximately $147 mil ion) due to the Province of
Ontario under the Province Note and 100 mil ion (approximately $129 mil ion) 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

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Agencies (as defined in the senior indenture) 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.
Although our other senior notes general y have the same change of control protection as the notes, others, 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.
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."
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 sel 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 wil 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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