Obligation United States Steel Co. 6.875% ( US912909AJ72 ) en USD

United States Steel Co.

100 % ⇌

Etas-Unis

US912909AJ72 ( en USD )

6.875% par an ( paiement semestriel )

31/03/2021 - Obligation échue

Prospectus brochure de l'obligation United States Steel Corp US912909AJ72 en USD 6.875%, échue

1 000 USD

275 000 000 USD

912909AJ7

B ( Très spéculatif )

Caa1 ( Risque élevé )

United States Steel Corporation est une société américaine intégrée de production d'acier, produisant et vendant une large gamme de produits en acier plats et tubulaires pour diverses applications industrielles et de construction.

L'obligation américaine US912909AJ72 émise par United States Steel Corp, d'une valeur nominale de 275 000 000 USD, échéant le 31/03/2021 et offrant un taux d'intérêt de 6,875% payable semestriellement, a été remboursée à son échéance au prix de 100%, avec une taille minimale de transaction de 1000 USD, et notée B par S&P et Caa1 par Moody's.

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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)
6.875% Senior Notes due 2021

$275,000,000

100.0%

$275,000,000

$37,510
(1)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), and will be paid by wire
transfer within the time required by Rule 456(b) of the Securities Act.
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Filed Pursuant to Rule 424(b)5
Registration Statement No. 333-186702

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 15, 2013)
$275,000,000

6.875% Senior Notes due 2021
We are offering $275.0 mil ion aggregate principal amount of 6.875% Senior Notes due April 1, 2021 (the "notes"). We wil pay interest on the notes on
April 1 and October 1 of each year, beginning on October 1, 2013. The notes wil mature on April 1, 2021. 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 structurally subordinated to any of our
existing and future secured indebtedness to the extent of the value of the col ateral 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.
Concurrently with this offering of notes, under a separate prospectus supplement, we are offering $275.0 mil ion aggregate principal amount of 2.75%
Senior Convertible Notes due 2019 (or $316.25 mil ion if the underwriters exercise in ful their option to purchase additional notes). Neither offering wil
be contingent on completion of the other.
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)

100.00%

$275,000,000
Underwriting discount

1.75%

$ 4,812,500
Proceeds, before expenses, to us(1)

98.25%

$270,187,500
(1) Plus accrued interest from March 26, 2013, 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 26, 2013.
Joint book-running managers

J.P. Morgan

Barclays

Goldman, Sachs & Co.

Morgan Stanley
The date of this prospectus supplement is March 20, 2013.
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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.
Table of Contents

Prospectus supplement

Page
About this prospectus supplement

S-ii

Summary

S-1

Risk factors

S-5

Use of proceeds

S-8

Ratio of earnings to fixed charges

S-8

Capitalization

S-9

Description of the notes

S-11

Material U.S. federal income tax considerations

S-25

Underwriting

S-30

Legal matters

S-35

Experts

S-35

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

4

Use of proceeds

5

Description of the debt securities

5

Description of capital stock

12

Description of depositary shares

15

Description of warrants

18

Description of convertible or exchangeable securities

19

Description of stock purchase contracts and stock purchase units

19

Plan of distribution

19

Legal matters

21

Experts

21

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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. 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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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, 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, 2012, 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. U. S. Steel has annual raw steel production capability of
29.3 million net tons (tons) (24.3 million tons in North America and 5.0 million tons in Europe). According to World Steel Association's latest
published statistics, we were the thirteenth largest steel producer in the world in 2011. U. S. Steel is also engaged in other business activities
consisting primarily of transportation services (railroad and barge operations) and real estate operations.
Concurrent convertible notes offering
Concurrently with this notes offering, under a separate prospectus supplement dated the date hereof, we are offering $275,000,000 aggregate
principal amount of 2.75% Senior Convertible Notes due 2019 (or $316,250,000 if the underwriters of such offering exercise in ful their option to
purchase additional notes) in an underwritten public offering (the "Convertible Notes Offering"). Neither offering wil be contingent on completion of
the other. We intend to use the net proceeds from the Convertible Notes Offering, together with the net proceeds of this offering, for repurchases
or repayment of indebtedness, focusing on near-term maturities, and any remaining proceeds for general corporate purposes. See "Use of
proceeds."
The foregoing description and other information regarding the Convertible Notes Offering is included herein solely for informational purposes.
Nothing in this prospectus supplement should be construed as an offer to sel , or the solicitation of an offer to buy, any notes included in the
Convertible Notes Offering.

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The offering
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
$275.0 mil ion aggregate principal amount of the notes

Maturity
April 1, 2021

Interest rate
The notes wil bear interest at 6.875% per annum. Al interest on the notes wil accrue from March 26,
2013.

Interest payment dates
Interest is payable on the notes on April 1 and October 1 of each year, beginning on October 1, 2013.

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
On and after April 1, 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

April 1, 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 April 1, 2017 and al required interest payments due on such notes through April 1, 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 structural y subordinated to any indebtedness and other liabilities of our subsidiaries.

Other debt outstanding
As of December 31, 2012, we had an aggregate of approximately $3,818 mil ion of senior indebtedness
outstanding (consisting of approximately $3,163 mil ion of senior notes, $549 mil ion of obligations relating
to environmental revenue bonds, $70 mil ion relating to recovery zone facility bonds, and $36 mil ion of
obligations under capital leases and other debt).

At December 31, 2012, our subsidiaries had an aggregate amount of outstanding indebtedness of

approximately $151 mil ion (consisting of C$150 mil ion (approximately $151 mil ion using exchange rates as
of December 31, 2012) outstanding under a note (the "Province Note") to the Province of Ontario.

U. S. Steel has a $625 mil ion Receivables Purchase Agreement with financial institutions that expires in

July 2014. As of December 31, 2012, U. S. Steel had no outstanding borrowings under this facility and
more than $625 million of eligible receivables.

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 col ateral and which wil expire July 2016. As of December 31, 2012, there were no amounts drawn

under the Credit Facility 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 charge coverage ratio.
Since availability was greater than $87.5 mil ion as of December 31, 2012, compliance with the fixed
charge coverage ratio covenant was not applicable.

At December 31, 2012, U. S. Steel Kosice ("USSK") had no borrowings under its 200 million

(approximately $264 mil ion) revolving unsecured credit facility which expires in August 2013.

At December 31, 2012, USSK had no borrowings under its 20 mil ion unsecured credit facility

(approximately $26 mil ion), and the availability was approximately $24 mil ion due to approximately $2
mil ion of customs and other guarantees outstanding. The 20 mil ion facility expires in December 2015.

The indenture governing the notes does not limit the amount of debt that we or our subsidiaries may incur.

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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 $269.5
mil ion, after deducting underwriting discounts and our expenses. We intend to use the net proceeds from
this offering, together with the net proceeds of the concurrent Convertible Notes Offering, for repurchases
or repayment of indebtedness, focusing on near-term maturities, and any remaining proceeds 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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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, 2012, 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 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 $875 mil ion revolving 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 col ateral 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 col ateral 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, indebtedness or guarantees of indebtedness and other liabilities 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,
2012, our subsidiaries had an aggregate of approximately $151 mil ion of indebtedness outstanding, consisting of C$150 mil ion due to the Province of
Ontario. In addition, the indenture governing the notes does not restrict the future incurrence of liabilities or issuances of preferred stock, including
unsecured indebtedness or guarantees of indebtedness, by our subsidiaries.
The notes do not contain restrictive financial covenants and we may incur substantially more debt or take other actions which may affect
our ability to satisfy our obligations under the notes.
Other than as described under "Description of notes--Covenants--Limitation on liens" and "--Limitation on sale and leaseback transactions," the
indenture governing the notes does not contain any financial or operating covenants or restrictions on the incurrence of indebtedness

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(including secured debt), the payments of dividends or the issuance or repurchase of securities by us or any of our subsidiaries. In addition, the limited
covenants applicable to the notes do not require us to achieve or maintain any minimum financial results relating to our financial position or results of
operations.
Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the notes could have the effect of
diminishing our ability to make payments on the notes when due, and require us to dedicate a substantial portion of our cash flow from operations to
payments on our indebtedness, which would reduce the availability of cash flow to fund our operations, working capital and capital expenditures.
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 (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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